FORM OF

AMENDMENT NO. 1 TO
DISTRIBUTION AGREEMENT

THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this "Amendment"), effective as of August 30, 2010, by and between The Advisors' Inner Circle Fund (the "Trust") and SEI Investments Distribution Co. ("SIDCO").

WHEREAS:

1. The Trust and SIDCO entered into a Distribution Agreement, dated as of November 14, 1991 (the "Distribution Agreement"), pursuant to which, among other things, SIDCO agreed to act as the Distributor with respect to Shares of the Portfolios of the Trust; and

2. The parties hereto desire to amend the Distribution Agreement on the terms and subject to the conditions provided herein.

NOW, THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1. ARTICLE 6 INDEMNIFICATION OF DISTRIBUTOR AND ARTICLE 7 INDEMNIFICATION OF TRUST of the Distribution Agreement are hereby revised and replaced in their entirety with the following and all subsequent sections of the Distribution Agreement are renumbered accordingly:

ARTICLE 6. INDEMNIFICATION AND CONTRIBUTION

(a) The Trust will indemnify and hold harmless the Distributor and each person, if any, who controls the Distributor within the meaning of either
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 ("Exchange Act") from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor or controlling person may become subject, under the 1933 Act, Exchange Act, 1940 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement or any prospectus, including any summary prospectus (as defined in Rule 498(a)(7) under the 1933 Act) or any amendment, supplement or sticker thereto, or any periodic reports to shareholders, or any document incorporated by reference therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the Trust with respect to the securities covered by the Registration Statement or Prospectus (the "Covered Documents") or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor for any legal or other expenses reasonably incurred by the Distributor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Trust by the Distributor expressly for use therein. In no case is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its shareholders to which the Distributor otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

(b) The Distributor will indemnify and hold harmless the Trust and each person, if any, who controls the Trust within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect

thereof) arise out of a wrongful act or alleged wrongful act of the Distributor or any of its employees or an untrue statement or alleged untrue statement of a material fact contained in the Covered Documents or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Covered Document in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein; and will reimburse the Trust for any legal or other expenses reasonably incurred by the Trust in connection with investigating or defending any such action or claim as such expenses are incurred. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Article 6 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Trust on the one hand and the Distributor on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Trust on the one hand and the Distributor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Trust on the one hand and the Distributor on the other shall be deemed to be in the same proportion as the amount of gross proceeds received by the Trust from the offering of the Shares under this Agreement (expressed in dollars) bears to the total profit to the Distributor and its affiliates from providing services to the Trust. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Trust on the one hand or the Distributor on the other and the parties' relative

intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Trust and the Distributor agree that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) The obligations of the Trust under this Article 6 shall be in addition to any liability which the Trust may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Distributor within the meaning of Section 15 of the 1933 Act; and the obligations of the Distributor under this Article 6 shall be in addition to any liability which the Distributor may otherwise have and shall extend, upon the same terms and conditions, to each officer and trustee of the Trust (including any person who, with his or her consent, is named in the registration statement as about to become a trustee of the Trust) and to each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act.

(f) The Trust confirms, represents and warrants that the execution, delivery and performance of the Agreement, including without limitation the provisions of this Article 6, have been duly and validly approved by unanimous affirmative vote of all of the Trustees who are not "interested persons" of the Trust, within the meaning of the 1940 Act.

2. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Distribution Agreement shall continue in full force and effect.

3. COUNTERPARTS. This Amendment may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. This Amendment shall be deemed executed by each party when any one or more counterparts hereof or thereof, individually or taken together, bears the original, facsimile or scanned signatures of each of the parties.

4. ENTIRE AGREEMENT. The Agreement as modified by this Amendment constitutes the entire agreement among the parties with respect to the subject matter contained herein and therein and may only be amended by a writing executed by all parties.

5. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any conflict of laws or choice of laws rules or principles thereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date set forth above.

THE ADVISORS' INNER CIRCLE FUND                 SEI INVESTMENTS DISTRIBUTION CO.

By:/s/ Joseph Gallo                             By:/s/ John J. Cronin
-----------------------                         ---------------------
Name: Joseph M. Gallo                           Name: John J. Cronin
Title: V.P. & Secretary                         Title: V.P.

[GRAPHIC OMITTED]

CODE OF ETHICS (as of 3/14/11)

A. INTRODUCTION
Edgewood Management LLC ("Edgewood"), has implemented the following Code of Ethics (the "Code") policies to ensure high ethical standards by its employees and to maintain the confidence of its Clients. Edgewood has a fiduciary duty that requires all Edgewood employees to act in the best interests of its Clients. In addition to all personnel of Edgewood being required to comply with all applicable securities laws, they are all obligated to put the interests of the Clients before their own personal interests and to act honestly and fairly in all aspects of their job.

This Code is intended to comply with the various provisions of the Investment Advisers Act of 1940, as amended (the "Act"), and also requires that all Access Persons comply with federal securities laws and applicable rules and regulations adopted by the Securities and Exchange Commission ("SEC"). This Code has been adopted with respect to Edgewood's investment advisory services to all of its Clients, including each client that is a U.S. registered investment company or series thereof (each, a "Client"). Edgewood forbids any director, officer and employee from engaging in any conduct that is contrary to this Code.

It is the responsibility of each Access Person to ensure that any securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code or otherwise prohibited by any applicable law. Personal securities transactions for Access Persons in Covered Securities may be effected only in accordance with the provisions of this Code. This Code is intended to ensure that employees' conduct and personal securities transactions are conducted in accordance with the following principles:

(i) the duty to place the interests of Clients first;

(ii) the duty to ensure all personal securities transactions are conducted in such a manner as to avoid any actual or potential conflict of interest; or any abuse of an individual's responsibility and position of trust; and

(iii) the fundamental duty of Edgewood personnel not to take inappropriate advantage of their positions for any personal benefit to the detriment of Clients.

Edgewood considers adherence to this Code, the related restrictions on personal trading, and compliance with all applicable federal securities laws basic conditions of employment. Failure to comply with this Code may result in disciplinary action, including, but not limited to, monetary fines, disgorgement of profits, and suspension or termination of employment.

A written code cannot answer all questions raised in the context of business relationships. Thus, each employee is required to recognize and respond appropriately to specific situations as they arise. In unclear situations, employees are expected to seek guidance from Fausto Rotundo, the Chief Compliance Officer of Edgewood, or his designee, who is charged with the administration of this Code.

The following Definitions are applicable within the context of this Code of Ethics:

a) ACCESS PERSON shall mean each director or officer of Edgewood, any employee or agent, or any natural person or company in a control relationship to Edgewood who, in connection with the person's regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of covered securities by a Client advised by Edgewood, or whose functions relates to the making of any recommendations with respect to such purchases or sales.

b) ACT means the Investment Advisers Act of 1940, as amended.

c) BENEFICIAL OWNER shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Covered Securities which an Access Person owns or acquires. A Beneficial Owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security. Indirect pecuniary interest in a security includes securities held by a person's immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother- in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).

d) CLIENT means any person or entity with which Edgewood presently maintains an effective investment advisory contract. The meaning of Client shall exclude any person or entity that has terminated their investment advisory contract with Edgewood or instructed Edgewood to entirely liquidate and/or cease management of all assets.

e) CONTROL means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder control over the company. Based upon the facts and circumstances of a given situation, the Review Officer may rebut this presumption.

f) COVERED SECURITY means any security except:

i. Direct obligations of State and Local Government or Agencies;

ii. Direct obligations of the Federal Government and Agencies of the United States;

iii. Banker's acceptances and bank certificates of deposit;

iv. Commercial paper and high quality short-term debt instruments;

v. Repurchase agreements covering any of the foregoing; and

vi. Shares of registered open-end investment companies and open-end exchange traded funds not advised or sub-advised by the Adviser.

g) PURCHASE OR SALE includes, among other things, the writing of an option to purchase or sell.

h) SECURITY HELD OR TO BE ACQUIRED BY A CLIENT means:

i. Any Covered Security that, within the most recent 3 days is or has been held by the applicable Client or is being or has been considered by the Adviser for purchase or sale by the applicable Client; and

ii. Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.

B. APPLICABILITY OF THE CODE

This Code applies to all Personal Accounts of all Access Persons.

1. A Personal Account includes an account maintained by or for:

a. An Access Person's spouse (other than a legally separated or divorced spouse of the Access Person) and minor children;

b. Any immediate family members who live in the Access Person's household and any other individuals who live in the Access Person's household and over whose purchases, sales or other trading activities the Access Person exercises control or investment discretion;

c. Any persons to whom the Access Person provides primary financial support, and either (i) whose financial affairs the Access Person controls, or (ii) for whom the Access Person provides discretionary advisory services; and

d. Any partnership, corporation, or other entity of which the Access Person has 25% or greater Beneficial Ownership, or in which the Access Person exercises effective control.

2. A Personal Account does not include any account for which an Access Person serves as trustee of a trust for the benefit of (i) a person to whom the Access Person does not provide primary financial support or (ii) an independent third party.

3. Access persons may maintain personal accounts that are managed by the Firm or a representative of the Firm, including investments in the Edgewood Funds. Transactions in these accounts executed solely by the Firm, such as across the board trades, are not subject to pre-clearance requirements. Any employee directed transactions in these types of accounts are subject to preclearance and reporting requirements.

The Compliance Officer is responsible for maintaining a comprehensive list of all Access Persons and Personal Accounts.

C. PRE-TRADE CLEARANCE OF TRANSACTIONS IN PERSONAL ACCOUNTS

An Access Person must obtain prior written approval of the Compliance Officer, or his designee, before engaging in any transaction in Covered Securities in his or her Personal Account. An Access Person shall request pre-trade clearance through Edgewood's Salesforce.com platform or, if the Salesforce.com platform is unavailable, an Access Person shall use the designated pre-trade clearance form (SEE ATTACHMENT A). The Compliance Officer or his designee will grant pre-clearance if he concludes the transaction would comply with the provisions of this Code.

Trades in the opposite direction to client transactions will be permitted as long as the trade is in compliance with this Code and the determination is made by the Compliance Officer that the trade would not disadvantage clients. Certain factors the Compliance Officer will take into consideration include the size of the proposed transaction and the nature of the security.

The Compliance Officer must obtain the prior written approval of Nicholas Stephens or Olivia Fleming before engaging in any transaction in Covered Securities in his Personal Account.

Any approval given under this paragraph will remain in effect only for the day the approval is granted.

1. EXCEPTIONS FROM PRE-TRADE CLEARANCE PROVISIONS:

In recognition of the de minimis or involuntary nature of certain transactions, this section sets forth certain exceptions from the Pre-Trade Clearance requirements. All other restrictions and reporting obligations will continue to apply to transactions excluded from Pre-Trade Clearance pursuant to this Section.

Accordingly, the following transactions in Covered Securities will be EXCLUDED
FROM THE PRE-TRADE CLEARANCE REQUIREMENTS:

1. Mandatory purchases or sales effected pursuant to option assignment, and purchases that are made pursuant to an Automatic Investment Plan;

2. Trades executed by Edgewood in exercise of its discretionary authority over the assets of an Access Person. This includes across the board trades effected by the Edgewood trading department pursuant to periodic rebalancing, deposits or withdrawals and/or portfolio investment modifications directed by the Investment Committee;

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

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

5. Transactions in Exchange Traded Funds ("ETFs").

2. BLACKOUT PERIOD for Pre-Trade Clearance:

Access Persons shall not purchase or sell a Covered Security in an account over which they have direct or indirect influence or control on a day during which they know a Client has a pending or executed "buy" or "sell" order in that same security unless the Access Person trades in the same direction as the client except an Access Person may trade in the opposite direction of a client trade if the client trade is solely due to a rebalancing in response to a cash flow.

For purposes of this section, the (i) common stock and any fixed income security of an issuer shall not be deemed to be the same security; and (ii) convertible preferred stock shall be deemed to be the same security as both the common stock and fixed income securities of that issuer, and (iv) non-convertible preferred stock of an issuer shall be deemed to be the same security as the fixed income securities of that issuer.

Exceptions may be granted by the Review Officer in certain limited circumstances provided no harm resulted to a client and the fiduciary standard is maintained.

II. INVESTMENT DECISIONS Access Persons shall not purchase or sell a Covered Security, for which the Access Person makes or participates in making an investment decision, within 3 business days before or after a Client trades in that security except if the Access Person is trading in the same direction as the Client. All Pre-trade Clearance and Blackout period restrictions will apply. Any profits realized on trades in violation of this restriction shall be disgorged and given to charity.

D. INSIDER TRADING
Insider trading is based on a simple, well-established principle: If You Receive Material, Non-Public Information About A Public Company From Any Source, You Are Prohibited From Discussing Or Acting On That Information.

Access Persons are prohibited from trading based on material, non-public information, or communicating material non-public information to others in violation of the law. Under insider trading laws, a person or company that illegally trades in securities of a company while in possession of material, non-public information about that company may be subject to severe sanctions, including civil penalties, fines and imprisonment.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

i. Trading by an insider while in possession of material, non-public information;
ii. Trading by a non-insider while in possession of material, non-public information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or
iii. An insider, or a non-insider described in clause (ii) above, from communicating material, non-public information to others.

WHO IS AN INSIDER?
The concept of "insider" is broad. It includes all employees of a company. Corporate insiders who possess material, nonpublic information about a corporation may be required either to disclose that information to the investing public or to refrain from passing such information along to others, trading in or recommending the purchase or sale of the corporation's securities. Similarly, as a general rule, those to whom corporate insiders "tip" material, nonpublic information must refrain from passing such information along to others, trading in or recommending the corporation's securities. In addition, under most circumstances, tipping or trading on material, nonpublic information about a tender offer may violate the rules of the SEC. Tipping may include spreading rumors about potential tender offers. For example, personnel may not pass along a rumor regarding a tender offer to those who are likely to trade on the information or further spread the rumor if the rumor emanated, directly or indirectly, from someone connected with the target, the offeror, or their respective officers, directors, partners, employees or persons acting on their behalf, even if such information was inadvertently communicated.

WHAT IS MATERIAL INFORMATION?
The question of whether information is material is not always easily resolved. Generally, the courts have held that a fact is material if there is substantial likelihood that a reasonable investor would consider the information "important" in making an investment decision. As such, material information would include information which would likely affect the market price of any securities, or which would likely be considered important by a reasonable investor in determining whether to buy, sell or hold such securities. Examples of material information may include the following:

o Significant dividend increases or decreases
o Significant earnings information or estimates
o Significant changes in earnings information or estimates previously released by a company
o Significant expansion or curtailment of operations
o Significant increases or declines in orders
o Significant merger, acquisition or divestiture proposals or agreements
o Significant new products or discoveries
o Extraordinary borrowing
o Major litigation
o Significant liquidity problems

o Extraordinary management developments
o Purchase or sale of substantial assets
o Capital restructuring, such as exchange offers
o Block and/or Restricted Securities transactions

Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal's "Heard on the Street" column.

WHAT IS NON-PUBLIC INFORMATION?
Information is "non-public" if it has not been disclosed generally to the investing public. Information is made public if it has been broadly disseminated and made available to the general public by publication in the newspapers or other media or if it has been the subject of a press release addressing the general investing public. However, information is not necessarily made public merely because such information is communicated through rumors or other unofficial statements in the marketplace.

Other examples of potential sources of inside information include the receipt of information related to the offering of private investments in public offerings ("PIPES"), and information from other third parties including but not limited to counsel, independent registered public accounting firms, financial partners and trading partners.

RESOLVING SITUATIONS
The law of insider trading is complicated and continuously developing. Access Persons who are uncertain about the application of insider trading rules should discuss the situation with the Chief Compliance Officer. You must notify the Chief Compliance Officer immediately if you have any reason to believe that insider trading has occurred or is about to occur or if you receive, or believe you received, material, non-public information including all information regarding any direct or indirect PIPES offerings received by you.

Before executing any trade for yourself or others, including private accounts managed by Edgewood, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

o Prior to taking any action, report the information and proposed trade immediately to the Chief Compliance Officer;

o Do not purchase or sell the securities on behalf of yourself or others, including private accounts managed by the firm;

o Do not communicate the information inside or outside the firm, other than to the Chief Compliance Officer; and

o After the Chief Compliance Officer has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

You should consult with the Chief Compliance Officer before taking any action or engaging in any transaction which inside information may have been provided. This degree of caution will protect you, our clients, and the firm.

The Chief Compliance Officer shall use the following reviews and procedures to detect any possible trading on inside information:

o review of the personal securities statements for all Access Persons and any related accounts;

o review of trading activity in Advisory Client accounts;

o investigation of any circumstances about any possible receipt, trading or other use of inside information.

E. PROHIBITED TRANSACTIONS

1. PROHIBITION AGAINST FRAUDULENT CONDUCT

No director, officer or employee of Edgewood shall, directly or indirectly:

a. employ any device, scheme or artifice to defraud a Client or engage in any manipulative practice with respect to a Client;

b. make any untrue statement of a material fact to a Client;

c. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client;

d. engage in any manipulative practice with respect to a Client; or

e. use any information concerning a security held or to be acquired by a client for personal gain or in a manner detrimental to the interests of a client, including but not limited to information concerning shares of the Edgewood Growth Fund.

2. CONFIDENTIALITY

Access Persons may not disseminate, sell or otherwise use the Adviser's physical resources, electronic media, proprietary information, client information or technology for their personal benefit or for the benefit of a third party. This includes information relating

to the investment intentions or activities of any Client, or securities that are being considered for purchase or sale on behalf of any Client or Fund.

3. DISSEMINATION OF RUMORS

All employees are expressly prohibited from knowingly spreading as fact any rumor they know to be false concerning any company, or any purported market development, with the purpose and design to impact trading in or the price of that company's or any other company's securities, and from engaging in any other type of activity that constitutes illegal market manipulation. This prohibition includes the spreading of false rumors, or any other form of illegal market manipulation, via any media, including, but not limited to email, instant messages, text messages, blogs or chat rooms.

4. INITIAL PUBLIC OFFERINGS

Access Persons shall not directly or indirectly acquire securities in an initial public offering.

5. SHORT SALES

An Access Person may not engage in any short sale of a security if, at the time of the transaction, any Client Account has a long position in such security.

6. PRIVATE PLACEMENTS, INVESTMENT OPPORTUNITIES OF LIMITED AVAILABILITY

Access Persons may not directly or indirectly acquire securities in a private placement (including private investment funds such as hedge funds, private equity funds or venture capital funds) or investment opportunity of limited availability unless the Review Officer determines whether the investment opportunity should be reserved for a Client, and whether such opportunity is being offered to the Access Person by virtue of their position with the Adviser.

Any Access Person who has taken a personal position through a private placement will be under an affirmative obligation to disclose that position in writing to the Review Officer if he or she plays a material role in a Client's subsequent investment decision regarding the same issuer; this separate disclosure must be made even though the Access Person has previously disclosed the ownership of the privately placed security in compliance with the Pre-Trade Clearance requirements of this section. Once disclosure is given, an independent review of the Client's investment decision will be made.

7. SERVICE AS A DIRECTOR

Prior to accepting a position as a director of any company or organization (private or public, for-profit or not-for-profit), an Access Person must obtain written approval from the Review Officer. All such positions should be reported to the Compliance Officer.

8. OUTSIDE BUSINESS ACTIVITIES

Edgewood discourages Access Persons from holding unrelated outside employment, including consulting. Access Persons are required to immediately report any outside business activity to the Compliance Officer. Employees may not engage in outside activities that (a) interferes, competes, or conflicts with the interest of Edgewood or its clients; (b) encroaches on normal working time or otherwise impairs performance; or (c) implies Edgewood's sponsorship or support of an outside organization.

9. GIFTS

Access Persons are prohibited from accepting gifts that (i) fall outside Edgewood's "normal business practice" (generally $500.00 or less) or (ii) are excessive in value from any person or company that does business with Edgewood.
Unsolicited business entertainment, including meals or tickets to cultural and sporting events, are permitted if they are not so frequent or of such high value as to raise a question of impropriety. In no event are employees allowed to accept cash gifts. Employees are required to document and disclose through Edgewood's Compliance Officer the acceptance of any gift or entertainment regardless of the value. Employees shall provide the Compliance Officer with a written report of gifts received each quarter. Email is an acceptable means to report to the Compliance Officer the receipt of any gifts.

Additionally, any gifts, entertainment, any payment of money or anything of value made directly or indirectly by you to a labor organization or officer, agent, shop steward, or other representative or employee of any labor organization (including union officials serving in some capacity to a Taft-Hartley Plan) must be reported the Compliance Officer. All items regardless of the amount or value must be reported. The following are examples of potentially reportable items: meals, gifts, travel and lodging costs, bar bills, sporting event tickets, theatre tickets, clothing or equipment, golf, sponsorships, donations to union related charities or scholarship funds, and receptions.

10. OTHER PROHIBITED TRANSACTIONS

Access Persons shall not:

1. accept any preferential treatments or anything other than of de minimis value from any broker-dealer or other entity with which a Client does business;

2. establish or maintain an account at a broker-dealer, bank or other entity through which securities transactions may be effected without written notice to the designated Review Officer prior to establishing such an account;

3. use knowledge of portfolio transactions of a Client for their personal benefit or the personal benefit of others; or

4. violate the anti-fraud provisions of the federal or state securities laws.

11. SHORT-TERM TRADING PROFITS

Access Persons are discouraged from trading on a short-term basis in their personal accounts.

12. BACKGROUND CHECKS

Periodically, the Chief Compliance Officer or his designee shall perform a search of each Supervised Person to confirm the Supervised Person's work history, felony convictions and/or guilty pleas, and/or any other legal proceedings in connection with an investment-related activity such as a violation of investment-related statutes or regulations. Searches shall be on various databases including the FINRA broker database and the Google search engine. Furthermore, Edgewood will retain a third party service provider to run a background check on Edgewood employees. Edgewood shall comply with all local, state, and federal laws including the Fair Credit Reporting Act ("FCRA") relating to background checks including obtaining an employee's written consent prior to running a background check.

13. POLITICAL CONTRIBUTIONS

Edgewood and its employees are prohibited from making, or directing or soliciting any other person to make, any political contribution or provide anything else of value for the purpose of influencing or inducing the obtaining or retaining of investment advisory service business.

SEC Rule 206(4)-5 prohibits Edgewood from being compensated for providing investment advice to a state or local government entity for two years if "covered" employees (as defined in Rule 206(4)-5) of Edgewood make political contributions to certain officials of that government entity in excess of certain de minimis levels. Furthermore, Rule 206(4)-5 (i) prohibits the solicitation or coordination of political contributions to such officials or certain state or local party committees and (ii) requires investment advisers to maintain books and records relating to state and local government entity clients, political contributions, and information relating to covered employees.

A. DEFINITIONS

1. Contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for: (i) the purpose of influencing any election for federal, state or local office, (ii) the payment of debt incurred in connection with any such election, or (iii) transition or inaugural expenses incurred by the successful candidate for state or local office. Volunteer services provided to a campaign by employees on their own personal time are not treated as Contributions, however, certain expenses from

personal resources including hosting a reception or utilizing Edgewood's office space and personnel in connection with volunteering could be considered an in-kind Contribution.

2. Coordinating Contributions means bundling, pooling, delivering or otherwise facilitating the Contributions made by other persons.

3. Soliciting Contributions means to communicate, directly or indirectly, for the purpose of obtaining or arranging a Contribution.

B. POLICIES AND PROCEDURES FOR POLITICAL ACTIVITY BY EMPLOYEES

1. Contributions. All Access Persons are required to obtain approval from Edgewood's Compliance Department prior to making any Contribution of any value. Access Persons may obtain such approval from the Compliance Department by completing a "Political Contribution Request Form" (See Attachment
C). Edgewood's Compliance Department will review and evaluate each Contribution request to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5. Access Persons will be notified in writing of the Compliance Department's final determination.

2. Coordinating or Soliciting Contributions, or Political Fundraising. All Access Persons must obtain approval from Edgewood's Compliance Department prior to Coordinating or Soliciting Contributions, or engaging in any other political fundraising. Access Persons must use the Political Contribution Request Form to request approval for such activities. Coordinating or Soliciting Contributions, or political fundraising, may even include, for example, having one's name appear on a fundraising letter.

3. Prospective Employees. All prospective employees, prior to becoming an Edgewood employee, are required to complete the "Political Contributions Disclosure Form for Prospective Employees" (See Attachment D) and provide it to the Chief Compliance Officer indicating any political contributions in the two (2) years (either directly or via a Political Action Committee which the person controls) preceding the date the "Political Contributions Disclosure Form for Prospective Employees" is completed.

C. PROHIBITION AGAINST ESTABLISHING OR CONTROLLING A POLITICAL ACTION COMMITTEE
("PAC")

Access Persons are prohibited from establishing, controlling, contributing to or otherwise being involved with a PAC without receiving pre-approval from Edgewood's Compliance Department.

D. INDIRECT CONTRIBUTIONS

Access Persons are prohibited from performing any act which would result in a violation of Rule 206(4)-5 and/or this policy, whether directly or indirectly, or through or by any other person or means including spouses, family members, placement agents, consultants, etc.).

E. QUARTERLY CERTIFICATIONS

At the end of each calendar quarter, Edgewood's Compliance Department will distribute a quarterly Certification Form. Access Persons are required to review and certify all information on the quarterly Certification Form is accurate regarding any Contribution(s).

F. MONITORING

Edgewood's Compliance Department is responsible for monitoring all Contributions to ensure that Edgewood will not be precluded from accepting and/ or receiving compensation for the proscribed timeframes from potential clients in accordance with Rule 206(4)-5.

G. REQUIRED RECORDS

Edgewood's Compliance Department will keep all necessary records based on the information gathered under this policy pursuant to Rule 204-2.

14. NON-U.S. GOVERNMENT ENTITIES

The Foreign Corrupt Practices Act of 1977, 15 U.S.C. [section][section]78dd-1, et seq. ("FCPA"), prohibits corrupt payments to foreign officials for the purpose of obtaining or keeping business. Access Persons are prohibited from making any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a Foreign Official (as defined herein) to influence the Foreign Official in his or her capacity, induce the Foreign Official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage to assist in obtaining or retaining business for or with, or directing business to, Edgewood.

A "Foreign Official" means any officer or employee of a foreign government, a public international organization, or any department or agency thereof or any person acting in an official capacity. Depending on the jurisdiction, a Foreign Official could be a member of a royal family, a member of a legislative body, or an official of a state-owned business enterprise. Criminal and civil penalties may be imposed for violations of the FCPA including fines up to $2,000,000 and imprisonment for up to five years. Access Persons are to notify the Chief Compliance Officer immediately if there is any reason to believe an Access Person has violated this policy.

F. REPORTING REQUIREMENTS

The following sets out the reporting requirements for Access Persons pertaining to their personal accounts:

A. INITIAL AND ANNUAL HOLDING REPORTS

Within ten (10) days of commencing employment, Access Persons are required to disclose to the Compliance Officer all of their personal accounts. Such list of securities holdings must be current as of a date not more than 45 days prior to the employment date and must contain the following information:

i. the title and type of security, ticker symbol or CUSIP number as appropriate, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;

ii. the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Reportable Securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and,

iii. the date that the report is submitted.

Brokerage account statements from the prior month of employment will satisfy this requirement.

Each Access Person must submit annually thereafter a holdings report setting forth the above-specified information which must be current as of a date no more than forty-five (45) days before the report is submitted.

B. QUARTERLY TRANSACTION REPORTS / DUPLICATE BROKERAGE STATEMENTS

Every Access Person must report to the Compliance Officer no later than thirty
(30) days after the end of the calendar quarter, the following information:

With respect to any transaction during the quarter in a Covered Security in which the Supervised Person had any direct or indirect Beneficial Ownership:

(1) The date of the transaction, the title, ticker symbol or CUSIP as appropriate, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;
(2) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
(3) The price of the Covered Security at which the transaction was effected;

(4) The name of the broker, dealer or bank with or through which the transaction was effected; and
(5) The date that the report is submitted by the Access Person.

In lieu of providing quarterly transaction reports, Access Persons may arrange for duplicate copies of all trade confirmations and personal account statements to be sent directly from the broker-dealer or other custodian to the Compliance Officer.

C. EXCLUSIONS FROM REPORTING

Purchases or sales in Covered Securities in an account in which the Access Person has no direct or indirect control are not subject to the reporting requirements of this Section.

D. CERTIFICATION OF COMPLIANCE

Access Persons are required to certify annually acknowledging receipt and compliance with the Code. Further, all Access Persons are required to disclose all personal accounts and all personal securities transactions pursuant to the requirements of the Code. (SEE ATTACHMENT B)

E. PERSONAL ACCOUNT OPENING PROCEDURES

All Access Persons shall provide written notice to the Review Officer prior to opening any account with any entity through which a Covered Securities transaction may be effected.

G. REVIEW OFFICER

A. DUTIES OF REVIEW OFFICER

Fausto Rotundo has been appointed as the Review Officer to:

1. Confirm receipt of all securities transaction and holdings reports and Pre-Trade Clearance Forms and maintain the names of persons responsible for reviewing these reports;
2. identify all persons subject to this Code who are required to make these reports and promptly inform each person of the requirements of this Code;
3. compare, on a monthly basis, all Covered Securities transactions within the past 60 days with each Client's completed portfolio transactions to determine whether a Code violation may have occurred;
4. maintain a signed acknowledgement by each person who is then subject to this Code, in the form of Attachment A; and

B. POTENTIAL TRADE CONFLICT

When there appears to be a transaction that conflicts with the Code, the Review Officer shall request an explanation of the person's transaction. If after post-trade review, it is determined that there has been a violation of the Code, a report will be made by the designated Review Officer with a recommendation of appropriate action to Adviser's Management Committee.

C. REQUIRED RECORDS

The Review Officer shall maintain:

1. a copy of any code of ethics adopted by Adviser which has been in effect during the previous five (5) years in an easily accessible place;

2. a record of any violation of any code of ethics and of any actions taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the violation occurs;

3.a copy of each report made by anyone subject to this Code as required by Section 4 for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;

4. a list of all persons who are, or within the past five years have been, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by Adviser, in an easily accessible place;

5. a copy of each written report and certification required pursuant to Section 5(e) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place; and

6. a record of any decision, and the reasons supporting the decisions, approving the acquisition by Access Persons of initial public offerings or privately placed securities for at least five (5) years after the end of the fiscal year in which the approval is granted.

D. POST-TRADE REVIEW PROCESS

Following receipt of trade confirms and statements, transactions will be screened for potential violations of the Code, including the following:

1. Same day trades. Transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Client for which they are an Access Person.

2. Recommendations. Transactions by an Access Person within 3 business days before and after a Client, for which the Access Person makes or participates in making a recommendation, trades in that security.

3. Potential conflicts. Transactions by Access Persons in securities, which, within the most recent 3 days, are or have been held by a Client or are being or have been considered by a Client or Adviser for purchase or sale by a Client.

4. Other activities. Transactions that may give the appearance that an Access Person has executed transactions not in accordance with this Code.

E. SUBMISSION TO FUND BOARD

The Review Officer shall annually prepare a written report to the Board of Directors of each Client that is a registered investment company that:

1. describes any issues under this Code or its procedures since the last report to the Board of Directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

2. certifies that Adviser has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code.

This written report may be in the form of quarterly questionnaires containing the same information as indicated above.

SECTION 8

CODE OF ETHICS AND PERSONAL TRADING

GENERAL PROVISIONS

AINA has established, maintains and enforces this Code of Ethics to set forth the standards of conduct required of Covered Persons and to require compliance with the federal securities laws and AINA's fiduciary duties. This Code of Ethics also addresses the personal securities trading activities of Covered Persons in an effort to detect and prevent illegal or improper personal securities transactions.

A. CODE OF ETHICS

POLICY

These Policies and Procedures provide guidance to all Covered Persons regarding certain applicable statutes, regulations and Company policy. Because of AINA's capacity as an investment adviser registered with the Securities and Exchange Commission, AINA and all its Covered Persons are responsible collectively, and as individuals, to maintain knowledge, understanding, and compliance with the letter and spirit of applicable laws, rules, and regulations. Additionally, AINA, as a matter of policy and as a fiduciary to our clients, has responsibility to act in the best interest of our clients and to protect our client's information.

YOUR ROLE: AINA operates through its employees and officers who perform a variety of important business functions. All Covered Persons have an obligation to conduct AINA's business in a manner that maintains the trust and respect of our employees, our customers, our colleagues, and the general public. It is your responsibility to ensure:

o That all aspects of our business (internally and externally) are conducted at all times consistent with AINA's status as a fiduciary to our clients, in a fair, lawful, and ethical manner, maintaining the trust of all concerned.

o That our working environment encourages employees to conduct themselves with integrity, honesty, and fairness in the performance of their duties.

o That you comply with all applicable provisions of the federal securities laws and the regulations related to those laws. In connection with providing investment management services to clients, this includes prohibiting any activity which directly or indirectly: defrauds a client in any manner; misleads a client, including any statement that omits material facts; operates or would operate as a fraud or deceit on a client; functions as a manipulative practice with respect to a client; and functions as a manipulative practice with respect to securities.

o That any possible or actual unethical, prohibited or illegal conduct, including violations of this Code, by any Covered Person is quickly brought to the attention of your supervisor, the CCO or senior management. AINA has established two additional formats for reporting unethical conduct. You can report unethical conduct in an anonymous and confidential system at avivarightcall@tnwinc. com or 1-888-847-5261 and you can create an anonymous and confidential incident report at https://avivainvestors. ptaconnect. com.

o That you become familiar with the Policies and Procedures of AINA and develop a thorough understanding of their application either through study of the policy, questions and discussion with management or attendance of classes provided for this purpose. Issues that cannot be

resolved by reference to the Policies and Procedures should be directed to your supervisor or the CCO.

o That if you, in the course of your normal business for AINA or through other means, become aware of material non-public information, you will notify the CCO or his/her designee at once so the name of the security may be incorporated into our software system managing our pre-clearing of personal securities transactions so that no personal trades of Covered Persons will be made in the security. Further information concerning this is contained in AINA's Insider Trading policy contained in these Policies and Procedures.

CONFIDENTIALITY: Business relationships usually require the exchange of confidential information. Covered Persons have a responsibility to restrict the use of that information and the confidential and proprietary information of AINA and its affiliates at all times. Covered Persons shall not use confidential information for purposes other than those expected or approved by AINA or its affiliates. Covered Persons have further responsibility to safeguard confidential information of customers, and employees so that access is restricted to those who have a need to know.

In the course of business, Covered Persons may have access to financial and other personal information about customers and employees. This information may be contained in documents, electronic systems, or shared verbally. All Covered Persons have an obligation to keep this information confidential and respect the privacy right of clients and employees. This confidentiality is critically important to maintaining our credibility and the trust of our customers, the public, and our employees. Any questions regarding disclosure of the above information should be discussed with the CCO.

Unauthorized or improper disclosure could be harmful and might result in liability for AINA. More importantly, success in our business depends on our customers' and employees' trust that we properly use information confided in us.

The confidential information of AINA and its affiliates includes, but is not limited to, all non-public and/or proprietary information (whether written or contained in an electronic medium), trade secrets, information regarding products or services, customer lists, business plans, expansion plans, investment-related data and strategies, operating results, financial condition, projections and assumptions, systems and systems development information, and information pertaining to any of the foregoing or to research, business development, marketing, purchasing, pricing and current and potential customers. Information which is confidential to AINA and its affiliates also includes any and all reports, analyses, copies, reproductions, summaries, notes, extracts or other information, regardless of the persons who prepared them, that is based on, contains or reflects any of the foregoing described confidential information. However, information is generally not considered confidential to AINA or its affiliates if the information is or becomes available to the public other than as result of an improper disclosure.

In the conduct of Company business, you must:

o Request and use only information that is related to our business needs. Such information should be revealed and discussed only within the scope of your job.

o Restrict access to records to persons with proper authorization and legitimate business needs.

o Include only relevant and accurate data in files that are used as a basis for taking action or making business decisions.

USE OF EMAIL: U.S. Covered Persons shall not use any service other than those provided by AINA, which presently includes only Outlook and Bloomberg, to send emails relating to or used to conduct company business. Covered Persons who are employed by Participating Affiliates of AINA may additionally use such email services as are approved by their employer as long as SEC requirements relating to the saving of emails and the searchability of emails are satisfied and procedures ensuring such saving and searchability have been approved in advance by Firm Compliance. In addition, no Covered

Person shall use text messaging, instant messaging, or any other form of written communication other than email, traditional mail, or facsimile to conduct company business unless the form of communication shall have been approved in advance by the CCO.

OTHER STANDARDS OF BUSINESS CONDUCT: In all dealings with customers and members of the public, generally, all Covered Persons of AINA must adhere to the highest standards of honesty and fair dealing. In particular, all Covered Persons must comply with the following limitations and prohibitions:

o No Covered Person will make false or misleading statements, or fail to state material facts in connection with securities transactions.

o Covered Persons should not deliberately time personal security transactions to precede or follow client orders in the same security, taking unfair advantage of the change in market price. Client orders must always take precedence over personal orders of any Covered Persons.

o Personal activity in financial markets should not be excessive in terms of the Covered Persons' financial resources or should not interfere in any way with the normal activities of his/her job.

o Covered Persons may be members of investment clubs (organizations whose members make joint decisions on which securities to buy or sell and where such securities are generally held in the name of the investment club), but are required to obtain the written permission of AINA's CCO prior to participating. Specific policies and procedures regarding investment club participation are contained in the personal trading policies and procedures below.

o Covered Persons may not borrow money from any of AINA's suppliers or clients. However, the receipt of financing on customary terms in connection with the purchase of goods or services is not considered to be borrowing within this prohibition on borrowing. In addition, acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities, such as home mortgage loans, is permitted except where prohibited by law. Note, however, the supplier or client lending money to the Covered Persons must be doing so in the ordinary course of its business.

o Covered Persons, while engaged in any outside activity, may not express or imply that they are acting as a representative of AINA. This stipulation includes testifying as "expert witnesses" without prior approval of the CCO.

o Employees and officers may not act in the capacity of a trustee, executor, administrator, conservator or guardian, other than with respect to assets of persons related to the employee or officer by blood or marriage, without approval of the CCO.

o Covered Persons may not engage in any employment or business activity outside of employment with AINA which inappropriately interferes with such person's normal business activities with AINA or creates (or potentially creates) a conflict of interest with the interests of AINA or the responsibilities of such person or persons at AINA. Covered Persons shall notify the CCO of all directorships and officerships of companies outside of AINA in advance of holding such positions and shall otherwise notify the CCO of any outside employment or business activity which may interfere with such person's normal business activities or which may create a conflict of interest with AINA.

In all dealings with clients, AINA takes great care to assure that each client is treated fairly and objectively. In particular, AINA strives to avoid intentional or accidental favoritism in the timing or quality of service to clients.

Fair dealing does not mean "equally," as accounts may have unique needs, investment criteria, and investment objectives. Fair dealing instead refers to the obligation of AINA to ensure that all clients and prospective clients are treated fairly in light of their investment objectives and circumstances.

CONFLICTS OF INTEREST: A conflict of interest is defined as a personal interest outside AINA that could conflict with one's obligation to AINA and/or its clients. A conflict of interest may exist even when no wrong is done; the opportunity to act improperly may be enough to create a conflict or the appearance of a conflict. Covered Persons may not engage in personal activities that would give the appearance of influencing their decision making with respect to AINA's business.

GIFTS: Giving or receiving gifts in a business setting may give rise to an appearance of impropriety or raise a potential conflict of interest. As a general rule, Covered Persons Are Prohibited From Accepting Any Gift. However, gifts of strictly nominal value are allowed. Such gifts include normal and customary business entertainment (e.g., business meals and entertainment where the person providing the entertainment is present) that is not "lavish," the cost of which would be paid for by AINA as a reasonable expense if not paid by the client. While "nominal value" and "lavish entertainment" are difficult to define, any gift or entertainment is not acceptable if an independent third party might think that the Covered Person would be influenced in conducting business. Gifts of an extraordinary or extravagant nature to a Covered Person should be declined or returned in order to avoid compromising the reputation of the Covered Person or AINA. These principles also apply to relationships between Covered Persons and any official bodies or persons, as well as with clients. Any act that might be interpreted as an attempt at bribery is strictly prohibited.

AINA's general policy is that no Covered Person shall, directly or indirectly, give or receive anything of value, including gratuities, in excess of one hundred fifty dollars ($150) per individual per year to any person, principal, proprietor, employee, agent or representative when payment is in relation to AINA's business. All gifts and gratuities received or given by a Covered Person in excess of $150 as provided above must be listed on the Annual Ethical Practices/Conflict of Interest Questionnaire (unless otherwise disclosed in the Quarterly Activity Report).

GIFTS TO FOREIGN OFFICIALS: In 1977, the United States Congress enacted laws referred to as the Foreign Corrupt Practices Act ("FCPA") as a response to a series of corporate bribery scandals involving foreign government officials. The FCPA sets forth severe penalties for persons and companies found to have given improper gifts to foreign officials. In order to ensure that AINA and all its employees and agents avoid a violation of the FCPA, it is the policy of AINA that neither AINA nor any employee or agent of AINA may make or offer to make any payment or give or offer to give any gift or anything of value, or provide means or entertainment to any foreign official except for direct payment for nondiscretionary routine government actions. Examples of acceptable nondiscretionary routine government actions include the issuance of permits, licenses or documents which allow one to do business in a foreign country. Other than the routine processing of payments through the Finance Department, before making any payment or providing anything of value to a foreign official, it is required that persons notify the CCO in advance in order to confirm such a payment or gift will not violate the FCPA.

1940 ACT REQUIREMENTS: An adviser to a RIC is subject to the RIC's code of ethics. Rule 17j-1 of the 1940 Act, which is substantially similar to Rule 204A-1 of the Advisers Act, prohibits an investment adviser to a RIC and its affiliated persons from engaging in fraudulent or deceptive acts in connection with the purchase or sale, directly or indirectly, by the adviser or affiliated person of a security held or to be acquired by the investment company.

Rule 17j-1 also requires that every investment adviser to an investment company adopt a written code of ethics containing provisions reasonably necessary to prevent its "access persons" from engaging in conduct prohibited by the rule. An adviser's code of ethics must be approved by the investment company's board of directors before the adviser is initially retained and no later than six months after a material change to the code. At least annually, an adviser must provide the investment company's board with a written report describing any issues that have arisen under the code of ethics since the last report and certifying that the adviser has adopted procedures reasonably necessary to prevent access persons from violating the code.

Rule 17j-1 also requires that an access person submit an initial securities holdings report no later than 10 days after the person becomes an access person, quarterly transaction reports no later than 30 days after the end of a calendar quarter (or broker trade confirmations or account statements in lieu of such transaction reports), and annual holdings reports. Rule 17j-1 defines an "access person" as any officer, director, or general partner of the investment company's adviser, as well as: (1) an employee "who, in connection with his or her regular duties, makes, participates in, or obtains information, regarding the purchase or sale of Covered Securities (as defined in Rule 17j-1) by a fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales," and (2) any natural person in a control relationship to the adviser who obtains information concerning recommendations made to the investment company with regard to the purchase or sale of covered securities. Non-interested directors (as such term is defined by Section 2(a)(19) of the 1940 Act) are excepted from the reporting requirements of Rule 17j-1 unless the director knew, or should have known, that during the 15-day period immediately before or after the director's transaction in a covered security, the fund purchased, or the adviser considered purchasing or selling, the covered security. The required contents of holding and transaction reports and exceptions to the reporting requirements of Rule 17j-1 are substantially the same as those of Rule 204A-1. AINA's Code of Ethics is designed to comply with Rule 17j-1.

DISQUALIFIED PERSONS: Section 9 of the 1940 Act prohibits persons who have committed various acts from serving in certain capacities with respect to RICs.
Under Section 9(a), an "ineligible person" generally cannot serve in the following capacities with respect to a RIC: employee, officer, trustee, member of advisory board, investment adviser, or principal underwriter (each a "Fund Position.")

Section 9(a) defines four situations that make persons or entities ineligible to serve in a Fund Position:

1. Persons with convictions within the last ten years that are tied to securities transactions or employment in the securities field.

2. Persons with permanent or temporary injunctions from acting in certain capacities in the securities arena.

3. Companies which have an affiliated person that is ineligible under the first two situations above.

4. Persons who are subject to an SEC order declaring them to be ineligible under Section 9.

Where AINA is an adviser to a RIC, AINA Firm Compliance shall be responsible for monitoring compliance with the disqualified persons' requirements for its employees. AINA Firm Compliance shall notify the ORC in the event AINA hires or employs a disqualified person and shall assure that clients are notified of the same in accordance with governing guidelines.

CERTIFICATIONS AND AMENDMENTS

AINA has adopted various procedures to implement AINA's policy with respect to the Code of Ethics which are summarized as follows:

ANNUAL CERIFICATION OF SECURITIES HOLDINGS AND CONFLICTS QUESTIONNAIRE: In each calendar year, all Covered Persons will be required to complete an Annual Certification of Securities Holdings and Conflicts Questionnaire. This questionnaire asks Covered Persons to confirm that: they have received these Policies and Procedures and agree to adhere to them, they have disclosed all securities holdings and securities accounts and all such securities and accounts are set forth in PTAConnect, whether they have made any political contributions and whether there have been any criminal findings or order of the SEC issued against the Covered Person. Completion and signature on the Annual Certification of Securities Holdings and Conflicts Questionnaire will also serve as certification and proof that Covered Persons have read this policy.

INITIAL COVERED PERSON CERTIFICATION: Upon (i) initial employment, (ii) being designated an Access Person or (iii) for non-employees, being elected an officer or director of AINA, Covered Persons will be required to complete an Initial Covered Persons Certification. This certification asks, among other things, that Covered Persons disclose whether they have made any political contributions and whether

there have been any criminal findings or order of the SEC issued against the Covered Person. Completion and submission of the certification will also serve as certification that Covered Persons have received and read this policy.

QUARTERLY CERTIFICATION: Covered Persons are required to (i) report quarterly to the CCO whether they have reported all securities transactions and securities accounts from the preceding calendar quarter. . This activitiy is routinely examined to be certain they fall within the scope of normal business activities and practices and create no conflict of interest or disadvantage for any client.

ACKNOWLEDGEMENT & RECEIPT OF UPDATED POLICIES CERTIFICATION AND AMENDMENTS TO THE CODE OF ETHICS (IF APPLICABLE): When Policies and Procedures are amended, all Covered Persons will be notified of the changes. All Covered Persons will be required to review the changes and to certify that they have received, read and understand the revised Polices and Procedures.

SUBMISSION OF CERTIFICATION / TIMELY CERTIFICATION: Covered Persons will access and submit the appropriate questionnaire, report and/or certification through PTAConnect, which is a software application used by AINA to assist with implementation of this policy. Training will be provided to all Covered Persons using PTAConnect regarding its use. The questionnaires, disclosures and certifications shall be maintained by Firm Compliance. Firm Compliance will work with PA Compliance and persons located in remote offices, to create procedures for the submission of questionnaires and certifications in situations in which PTAConnect is not available.

As a Covered Person, you are responsible for providing accurate information on the questionnaires, disclosures and certifications provided to the CCO. Whenever possible, you should seek guidance in advance to ensure necessary written approvals are obtained relative to any potential conflict situations.

DEADLINE FOR SUBMISSIONS OF CERTIFICATIONS: Annual and quarterly certifications are to be completed and submitted through PTAConnect within 30 days of notification that a certification is due. Initial certifications are to be completed within 10 calendar days of a Covered Person's start date.

ANNUAL CERTIFICATION TO RICS' BOARD OF DIRECTORS: On an annual basis, the CCO will prepare and furnish to the Board of Directors of each RIC, as required, a written report that describes any issues arising under the Code of Ethics or any of the procedures AINA has adopted thereunder and certifies that AINA has adopted procedures reasonably necessary to prevent Access Persons (as defined by the 1940 Act) from violating the Code of Ethics.

PENALTIES FOR FAILURE TO PROVIDE TIMELY CERTIFICATIONS: The first failure to provide a timely certification may result in a warning to the Covered Person with notice to the Covered Person's management and Human Resources. Subsequent violations may result in additional warnings or other more stringent penalties depending upon the frequency of the violation and other factors.

B. PERSONAL TRADING

POLICY

AINA's policy allows Covered Persons to maintain personal securities accounts provided that such personal investing in Covered Securities in any accounts in which the Covered Person has Beneficial Ownership, including any accounts for any immediate family or household members, is consistent with AINA's fiduciary duty to its clients and is consistent with regulatory requirements.

AINA requires each Covered Person (excluding non-officer directors) to receive pre-approval pursuant to these policies and procedures prior to executing a personal trade.

BACKGROUND

The Advisers Act requires advisers to implement policies and procedures to detect and prevent insider trading.

DEFINITIONS

"Beneficial Ownership" of a security shall mean the direct or indirect ownership of a security. Indirect ownership of a security includes any right to any pecuniary benefit from holding, purchasing and/or selling such security.
An indirect pecuniary interest of a security may be deemed to exist as a result of the ownership of securities by any of such person's immediate family members (including a child, stepchild, grandchild, parent, and son- or daughter-in-law) and others sharing the same household. No person shall be considered to have "Beneficial Ownership" of a security for purposes of these Policies and Procedures solely by reason of his or her possessing voting and/or dispositive power with respect to the security.

"Covered Securities" include all securities (both stocks and bonds), whether publicly or privately traded, including but not limited to interests in registered investment companies for which AINA provides advisory services, closed-ended ETFs, voluntary tender offers, hedge funds and other private placements, and any option, future, forward contract or other obligation involving a security or index of securities, including an instrument for which value is derived or based on any of the above (a "derivative").

The following are not Covered Securities:

o Direct obligations of the Government of the United States;
o High quality (investment grade) debt instruments with a remaining term to maturity of one year or less;
o Money market instruments, such as certificates of deposit, bankers' acceptances, repurchase agreements, and commercial paper.
o Open-end registered investment companies (i. e. , mutual funds) for which AINA does not provide advisory services;
o Physical commodities (including foreign currencies) or any derivatives thereof; or
o Involuntary tender offers and open-ended ETFs (but see Transactions Excluded From Pre- Clearance Procedures" below).

"Immediate Family Member" of a person includes the person's spouse, children under the age of 25 years residing with the person, and any trust or estate in which the person or any other Immediate Family Member has a Beneficial Ownership interest.

PROCEDURES

DISCLOSURE OF SECURITIES HOLDINGS AND TRANSACTIONS: AINA shall manage its Personal Trading policies and procedures with the assistance of a third party vendor, SunGard Protegent. Information shall be communicated to AINA through PTAConnect. The CCO or his/her designee shall provide training to all U.S. Covered Persons regarding the use of PTAConnect.

All Covered Persons are required to report information on holdings of and transactions in Covered Securities in which the Covered Person has Beneficial Ownership as set forth below. Reporting may also be required for securities which do not fall within the definition of "Covered Securities." See TRANSACTIONS EXCLUDED FROM PRE-CLEARANCE PROCEDURES below.

Holdings Reports: Covered Persons who have accounts with a broker, dealer and/or bank in which they have Beneficial Ownership of Covered Securities must provide AINA with a report of holdings as of the start date of employment or the day in which the account was opened (if not a new employee). This report must be delivered no later than 10 days after becoming a Covered Person and the information must be current as of a date no more than 45 days prior to becoming a Covered Person. The report must contain the following information:

o date the report is submitted;

o title of the account;
o account number;
o name of the broker, dealer or bank with whom the account is maintained;
o security description;
o Cusip and/or Ticker Symbol;
o number of shares; and
o principal amount.

It is the responsibility of the Covered Person to ensure that duplicate confirmations and account statements for all accounts in which the Covered Person has beneficial ownership be sent to SunGard Protegent PTA.
Confirmations and account statements will be reviewed on a regular basis under the direction of the CCO.

Every Covered Person will have access to PTAConnect. Through the use of this software Covered Persons will be able to notify the CCO and SunGard Protegent PTA of any accounts in which the Covered Person has Beneficial Ownership. PTAConnect will provide a letter that the Covered Person must forward to his or her broker/dealer or bank, which letter sets forth a request for the broker/dealer or bank to provide to AINA the Covered Person's duplicate confirmations and account statements. Until such time that the broker/dealer or bank begins to send duplicate confirmations or statements, the Covered Person is responsible for sending copies of this information to Aviva Investors, c/o SunGard Protegent PTA, P.O. Box 993, Burlington, MA 01803.

PRE-CLEARANCE REQUIRED: All Covered Persons (excluding non-officer directors) must obtain pre-clearance prior to engaging in any personal transaction in Covered Securities where they have Beneficial Ownership. The trading restrictions of these Policies and Procedures apply to all direct or indirect acquisitions or dispositions of Covered Securities, whether by purchase, sale, tender, stock purchase plan, gift inheritance, or otherwise. Certain exceptions to this requirement are set forth below.

PRE-CLEARANCE PROCEDURES: Covered Persons will utilize PTAConnect to obtain pre-clearance approval. If a proposed trade is not pre-cleared, the CCO is not required (and may not be at liberty) to specify the reasons for the denial.

PRE-CLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS: Covered Persons (excluding non-officer directors) who wish to participate in a tender offer or stock purchase plan must pre-clear such trades utilizing PTAConnect prior to submitting notice to participate in such tender offer or notice of participation in such stock purchase plan. After participation begins, pre-clearance is not necessary for subsequent automatic investments.

TRANSACTIONS EXCLUDED FROM PRE-CLEARANCE PROCEDURES: Some or all of the pre-clearance procedures do not apply to the following transactions. However, these transactions must still be reported to SunGard Protegent PTA:

o Involuntary tender offer transactions are exempt from all trading restrictions except for reporting.
o Stock purchase plans are exempt from all trading restrictions except initial pre-clearance (and any trading restriction which might cause a denial of such pre-clearance).
o The acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of such securities are exempt from all trading restrictions.
o The acquisition of securities through the exercise of rights are exempt from all trading restrictions. The rights must be issued by the issuer pro rata to all holders of a class of the issuer's securities.
o The acquisition of securities by gift of inheritance is exempt from all trading restrictions, but transactions in such securities subsequent to their acquisition are covered.
o Shares of registered investment companies (e. g. , mutual funds).
o Transactions in open-ended Exchange Traded Funds ("ETFs")

o Derivative transactions whose underlying value is based upon an index.
o Certain investment club transactions (see "Investment Clubs" below).
o The exercise of an option or a single transaction required to satisfy an option obligation, as long as the original option transaction was properly pre-cleared. Sales of uncovered calls are not permitted.

PRE-CLEARANCE EFFECTIVE PERIOD: Clearance to trade will be effective until the close of business on the day following the day on which clearance to trade is given. Open orders including stop loss orders, will generally not be allowed, due to the short pre-clearance effective period (unless such orders terminate as required). It will be necessary to repeat the pre-clearance process for transactions not executed within the noted time period for pre-clearance.

RESTRICTED TRANSACTIONS: Unless otherwise noted, the following trading restrictions are applicable to any transaction in a Covered Security beneficially owned by a Covered Person (excluding non-officer directors).

SHORT SALES: Any Covered Person (excluding non-officer directors) who sells short a Covered Security that such person knows is held long by any client shall disgorge any profit realized on such transaction. This prohibition shall not apply, however, to securities indices or derivatives thereof (such as futures contracts on the S&P 500 Index). Client ownership of Covered Securities will be checked as part of the pre-clearance process referenced above.

HEDGE FUNDS AND OTHER GROUPS: Covered Persons (excluding non-officer directors) may only participate in hedge funds, or similar investment groups as passive investors. Such passive investments are not subject to these trading restrictions, but must be reported to CCO, or his/her designee as provided herein.

INVESTMENT CLUBS: Investment clubs are organizations where investor members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Because each member of the investment club generally participates in the investment decision making process, each Covered Person belonging to such a club must first obtain written, documented approval from the CCO before participating in any investment club. Such approval is requested by means of the "Investment Club Pre-Approval Form," which is available from the AINA compliance department. Participation in an investment club is deemed "Beneficial Ownership" of the securities held by such investment club. Therefore, all securities owned by the club must be included on a Covered Person's holdings report and transaction statements through PTAConnect. If a Covered Person can demonstrate that he/she does not participate in investment decision-making, then a waiver of the pre-clearance requirement may be granted. An exemption from the pre-clearance requirement will not be granted if the Covered Person has influence or control over the club's investment decisions or if Covered Persons make up 50% or more of the club's members. The AINA compliance department will periodically review investment club trading for abuses and conflicts and reserves the right to cancel approval of participation or to subject all of the club's trades to pre-clearance and other requirements. Investment club accounts may not be used to undermine the Policies and Procedures.

BLACKOUT PERIODS: Whenever AINA or any employee of AINA receives, either in the normal course of business or through other means, what is considered material non-public information (see discussion under "Insider Trading"), the employee will provide the name of such company on which the employee has material non-public information to the CCO or his/her designee who shall keep a "Restricted List" which shall be provided to SunGard Protegent PTA. No Covered Person (excluding non-officer directors) shall be able to execute a transaction in a Covered Security of an entity on the Restricted List.

PENDING ORDERS: No Covered Person (excluding non-officer directors) may engage in a transaction in a Covered Security when there is a known buy or sell order pending for a client, on behalf

of any account, in that same security. The existence of pending orders will be checked as part of the pre-clearance process referenced above.

ONE DAY WINDOW: No personal securities transaction will be pre-cleared if a transaction in the Covered Security was made by AINA on behalf of any account during the day in which the request for pre-clearance is made or the previous business day.

FIVE-DAY RULE: If a personal securities sales transaction in a Covered Security is properly pre-cleared, and within five business days after the personal trade, AINA on behalf of any client sells the same security, the Covered Person (excluding non-officer directors) must disgorge any price advantage realized. The price advantage shall be the favorable spread, if any, between the price received by such person and the least favorable price received by the client during such period.

THIRTY-DAY RULE: Covered Persons (excluding non-officer directors) shall disgorge any profits realized in the purchase and sale, or sale and purchase, of the same or equivalent Covered Securities within 30 calendar days, provided, however, that such a sale shall be permitted in the event of unusual circumstances (e.g., an unanticipated hardship) if the prior written consent of the CCO is obtained. A record of this consent shall be kept for five years. This Thirty-Day Rule is put in place to indicate AINA's strong encouragement that its Covered Persons engage in investment activities in lieu of trading activities.

TRADING RESTRICTIONS FOR NON-OFFICER DIRECTORS: As a regular business practice, AINA attempts to keep the directors informed with respect to its investment activities through reports and other information provided to them in connection with board meetings and other events. However, it is AINA's general policy not to communicate specific trading information and/or advice on specific issues to the directors (i.e., no information should generally be given on securities for which current activity is being considered for Accounts). Since the non-officer directors generally have limited access to specific trading information, the directors will not be bound by the Pre-Clearance requirements or Restricted Transaction section of these Personal Trading Policies and Procedures.

If any Covered Person communicates specific trading information to a director or a director otherwise obtains such information, (i) the security on which trading information is communicated or obtained shall be deemed to be a "Designated Security," (ii) the director shall have restrictions on trading in such Designated Security as described below and (iii) the CCO or his/her designee shall provide written notice to the director notifying the director that he or she has received current trading information with respect to such Designated Security and that the director shall be subject to the Pre-Clearance Procedures and Restricted Transaction provisions of this Code of Ethics with respect to such Designated Security for the period of time stated in the written notice.

The written notice to a director will state the length of time that the security shall be deemed by the CCO or his/her designee to be a Designated Security. The CCO will determine an appropriate length of time based on the nature of the trading information shared with the director. For example, if AINA informs a director that it intended to sell a security within a week, AINA might determine that such security would be deemed to be a Designated Security with respect to the director for a 25 day period. If AINA informs the director that it intends to accumulate a position in a security over a three month period, AINA might designate such security to be a Designated Security with respect to such director for a 120 day period.

PENALTIES FOR TRADING VIOLATIONS; An initial failure to pre-clear securities or failure to pre-clear a restricted security mayl result in a warning to the Covered Person with notice to the Covered Person's management and Human Resources. Similarly, engaging in restricted transactions in violation of the procedures set forth herein may result in a warning to the Covered Person with notice to the Covered Person's management and Human Resources. Subsequent violations may result in additional warnings or more stringent penalties depending upon the frequency and severity of the violation and other factors.

TESTING
PA Compliance shall provide random samples of Associated Persons trading records to the CCO on a quarterly basis so that the CCO can check such matters as the proper pre-clearance of trades. PA Compliance will provide the CCO with annual certifications providing that PA Compliance is maintaining trading records for all Associated Persons for five years.

CHIEF COMPLIANCE OFFICER RESPONSIBILITIES
The CCO has the responsibility for the overall implementation and administration of this Code of Ethics.
This includes the specific responsibilities set forth above as well as the following:

o ensuring that all Covered Persons have been made aware of their obligations under this Code of Ethics, including conducting training sessions for new employees;
o providing a reminder each quarter in connection with trade reporting;
o providing periodic reminders to all Access Persons at such time or times as he/she deems appropriate;
o designating persons to be Access Persons;
o reviewing holdings and transactions reports;
o addressing pre-clearance issues;
o receiving reports of violations and suspected violations of the Code, investigating them promptly, with such assistance as may be required, and determining whether a violation has occurred;
o reviewing the operation of the Code on at least an annual basis to determine its adequacy and the effectiveness of its implementation and providing a written report to the' Board of Directors of each RIC which requires it, describing such review; and
o updating the Code of Ethics as necessary or appropriate in the event of compliance issues, changes in AINA's business activities or regulatory developments.

The CCO shall also ensure that the following records are kept for five years (minimum two years on-site).

o All initial holdings reports
o All personal trading reports
o A copy of the Code of Ethics currently in effect and any that have been in effect within the past five years
o A record of any violation of the Code of Ethics and of any action taken as a result of the violation
o All written acknowledgements of the Code of Ethics for each person who is currently, or within the past five years was, a Covered Person
o A list of persons who are currently, or within the past five years were, Access Persons
o All records documenting the annual review of the Code of Ethics
o All records of pre-clearance requests and the responses thereto

The CCO may delegate certain administrative responsibilities under this Code of Ethics. The CCO shall retain ultimate responsibility, however, for the administration of the Code of Ethics.

[GRAPHIC OMITTED]

APPENDIX B

ALPHAONE(TM) INVESTMENT SERVICES, LLC

CODE OF ETHICS

AND

INSIDER TRADING POLICY

(Effective as of May 1, 2011)

Appendix B-1

Org. 31-Mar-09; Rev 1 - 1 July 09;
Rev 2 - 31-Mar-10 & Rev 3 -- 1-May-11

TABLE OF CONTENTS

                                                                                 PAGE

I.     OVERVIEW .................................................................Appendix B-1
II.    ADVISER'S BUSINESS .......................................................Appendix B-1
III.   PURPOSE OF THE CODE AND PRINCIPLES OF BUSINESS CONDUCT ...................Appendix B-2
IV.    PERSONS COVERED BY THE CODE ..............................................Appendix B-2
V.     ACCOUNTS COVERED BY THE CODE .............................................Appendix B-5
VI.    SECURITIES COVERED BY THE CODE ...........................................Appendix B-6
VII.   PROHIBITED SECURITY TRANSACTIONS UNDER THE CODE ..........................Appendix B-8
VIII.  RESTRICTIONS ON TRANSACTIONS IN COVERED SECURITIES AND PRE-
       CLEARANCE OF CERTAIN TRANSACTIONS ........................................Appendix B-9
IX.    OUTSIDE AFFILIATIONS .....................................................Appendix B-14
X.     POLITICAL CONTRIBUTIONS ..................................................Appendix B-14
XI.    GIFTS AND ENTERTAINMENT ..................................................Appendix B-14
XII.   CONFIDENTIALITY/SAFEGUARDING OF DATA .....................................Appendix B-15
XIII.  REPORTING REQUIREMENTS ...................................................Appendix B-16
XIV.   RESTRICTED LIST ..........................................................Appendix B-17
XIV.   REPORTING OF VIOLATIONS ..................................................Appendix B-17
XV.    SANCTIONS ................................................................Appendix B-20
XVI.   INTERPRETATIONS AND EXCEPTIONS ...........................................Appendix B-20
XVII.  RETENTION OF RECORDS .....................................................Appendix B-20
XVIII. INSIDER TRADING POLICY ...................................................Appendix B-20

EXHIBIT A - Outside Affiliation/Private Transaction/Board Membership Pre-Clearance Questionnaire

EXHIBIT B - Employee Initial/Annual Securities Holdings Report and Certification

EXHIBIT C - Quarterly Personal Trading Disclosure

EXHIBIT D - Broker Letter Template for Duplicate Confirms and Statements

EXHIBIT E - Personal Securities Trading Request and Authorization Form

EXHIBIT F - Initial/Annual Certification of Receipt of the Code of Ethics

EXHIBIT G - Notification of Outside Business Activities

EXHIBIT H - Certification of Exempt-Access Person Status

EXHIBIT I - List of Affiliates of AlphaOne Investment Services, LLC and Mutual Funds Advised by Affiliates

EXHIBIT J - Guidance Note -- Section VIII. Preclearance of Transactions in Covered Securities

CODE OF ETHICS AND INSIDER TRADING POLICY

I. OVERVIEW

This Code of Ethics and Insider Trading Policy ("Code") has been adopted by AlphaOne Investment Services, LLC (the "Adviser" or the "firm") and sets forth procedures and limitations which govern the business conduct and personal securities trading of persons associated with the Adviser.

This Code has been adopted by AlphaOne Capital Partners, LLC, the sole member of the Adviser, to effectuate the purposes and objectives of the Investment Advisers Act of 1940, as amended ("Advisers Act"), the Investment Company Act of 1940, as amended (the "1940 Act") and the Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA"), as applicable, and in accordance with industry best practices.

This Code is based upon the principle that the Adviser's employees owe a fiduciary duty to the Adviser's clients to conduct the employees' affairs, including their personal securities transactions, in such manner to avoid:

(i) serving their own personal interests ahead of clients;

(ii) taking inappropriate advantage of their position with the firm; and

(iii) any actual or potential conflicts of interest or any abuse of their position of responsibility.

In addition, the Adviser's employees are required to comply with applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Advisers Act and the 1940 Act and rules thereunder. Due to the litany of definitions and interpretations contained in these laws, it is imperative that the Adviser's employees also read the firm's Compliance Manual, as may be updated from time to time, which contains policies and procedures designed to address pertinent industry regulations.

Employees are asked to consult with Kevin S. Lee-Crossett, the Chief Compliance Officer (or any other person who may be appointed as the Chief Compliance Officer in the future) ("CCO")(1) or legal counsel before engaging in any activity or planned activity where there exists, or may exist, uncertainty concerning the legality of such activity.

The Adviser will not bear any losses in personal accounts of its managing members, officers, employees, agents or other supervised persons resulting from the implementation of any portion of the Code.

1        Note: Any reference herein to the CCO shall mean the CCO or any other
         person designated by the CCO, to undertake such role or responsibility.
         The CCO, as defined under Advisers Act Rule 206(4)-7, is responsible
         for administering the Code.

                                  Appendix B-1

II. ADVISER'S BUSINESS

The Adviser provides investment advisory services to separate investment accounts, private investment funds and registered investment companies. As used herein, "client" shall refer to natural persons (individuals), corporations, limited partnerships, limited liability companies, other companies, entities and organizations, pension plans, registered investment companies (mutual funds) or other institutional accounts, in each case, for which the Adviser provides investment advice or management.

III. PURPOSE OF THE CODE AND PRINCIPLES OF BUSINESS CONDUCT

It is a fundamental principle that the interests of clients are at all times paramount to the interests of any director, manager, principal, partner, officer or employee (each an "Employee" and collectively, the "Employees") of the Adviser. Persons covered by this Code must adhere to this general principle and the specific provisions of the Code at all times. Every Employee is required to read, understand, and comply with this document to protect and preserve the reputation of the Adviser and its affiliates (each, an "Adviser Affiliate").

Personal investing of all Employees of the Adviser must be conducted in a manner that avoids actual or potential conflicts of interest with Adviser's clients. Employees of the Adviser shall use their employment status, and any investment opportunities of which they learn because of their positions with the Adviser, for the benefit of clients and in a manner consistent with their fiduciary duties.

No person covered by this Code shall engage in any act, practice, or course of conduct that would violate the provisions of the federal, as applicable, and state securities laws. Any violation of the Code, including engaging in a prohibited transaction or failing to file required reports, may result in disciplinary action including, but not limited to, disgorgement of profits, payment of a fine, censure, and, when appropriate, suspension or termination of employment and/or referral to appropriate governmental agencies. Access Persons (defined below) and other Employees of the Adviser should be aware that they may be held personally liable for any improper or illegal activities they commit during the course of their employment, and may be subject to civil penalties such as fines, regulatory sanctions, including suspension, as well as criminal penalties.

Each Employee is ultimately responsible for his or her compliance with the Code. Any questions regarding the Code should be referred to the CCO. However, while the CCO is a resource, he or she is not giving legal advice in responding to such questions, and any authorization that may be granted for trading under the Code does not assure compliance with the totality of the Code.

IV. PERSONS COVERED BY THE CODE

The following categories or sub-categories of persons covered under the Code have been designed to meet all necessary rule requirements under the Advisers Act, the 1940 Act and the ITSFEA:

A. "Access Person" includes any "Presumed Access Persons" or "Other Supervised Persons. " For purposes of this Code, "Presumed Access Persons" or "Other Supervised Persons" are defined as follows:

1. Presumed Access Persons: All of the managing members and officers, and, if any, directors and partners, of the Adviser are presumed to be Access Persons

Appendix B-2

of the Adviser (as set forth in Advisers Act Rule 204A-1(e)(1) (ii)), and all of the managing members and officers, and, if any, directors and general partners, of the Adviser are presumed to be Access Persons of any investment company registered under the 1940 Act, as amended ("RIC") advised by the Adviser (as set forth in 1940 Act Rule 17j-1(a)(1)(i)); and

2. Other Supervised Persons: Other supervised persons of the Adviser who provide advice on behalf of the Adviser or are subject to the Adviser's supervision and control, and who

a. Have access to nonpublic information regarding any client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of

(i) any client account the Adviser or its affiliates manage, or

(ii) any RIC which is advised or sub-advised by the Adviser (or any RIC whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser (each such investment company, a "Reportable Fund")) (for purposes of this section, "control" has the same meaning as it does in Section 2(a)(9) of the 1940 Act)(Advisers Act Rule 204A-1(e)(1)(i)(A));

b. Are involved in making securities recommendations to clients, or have access to such recommendations that are nonpublic (Advisers Act Rule 204A-1(e)(1)(i)(B)); or

c. Are "Advisory Persons" of the Adviser, while serving as an investment adviser to a RIC, which includes

(i) any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities (as defined in the RIC's Code of Ethics) by the RIC, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to the RIC with regard to the purchase or sale of Covered Securities by the RIC (1940 Act Rule 17j-1(a)(2)).

Appendix B-3

B. "Non-Access Person" means any Person who does not meet the definition of Access Person.

C. "Exempt-Access Person".

Notwithstanding the foregoing definitions of "Presumed Access Persons" and "Other Supervised Persons" as Access Persons, the following persons, who might otherwise come within such foregoing definitions, shall not be deemed to be Access Persons, based on a finding of the CCO, memorialized in a written certificate, that such person is an "Exempt-Access Person."

1. Persons Who Might Otherwise Be Presumed Access Persons, But Who the CCO Determines Are "Exempt-Access Persons:" The CCO may determine that the presumption that a Presumed Access Person is an Access Person is rebutted based on the CCO's finding, memorialized in a written certificate, that such person
(a) does not have any of the access, involvement or "Advisory Person" status that are listed above in the three bullet points under Section IV.A.2. "Other Supervised Persons," and (b) meets the following conditions:

(i) Does not participate in, or have involvement in, the day-to-day management or investment decision-making processes of the Adviser;

(ii) Does not supervise, mentor, train or serve as the reporting person for, any Access Person (who is not eligible to be an Exempt-Access Person as determined by the CCO and memorialized in a written certificate); and

(iii) Has properly completed the certificate in the form attached as Exhibit H, and the CCO, on behalf of the Adviser, has completed a review of the certificate and found the basis for the person's Exempt-Access Person status to be satisfactory and in compliance with this Section of the Code.

2. Other Supervised Persons Who the CCO Determines Are "Exempt-Access Persons:" The CCO may determine that a person who is an Other Supervised Person as defined above is not an Access Persons based on the CCO's finding, memorialized in a written certificate, that such person (a) does not have any of the access, involvement or "Advisory Person" status that are listed above in the three bullet points under Section IV.A.2. "Other Supervised Persons," and (b) meets the following condition:

(i) Has properly completed the certificate in the form attached as Exhibit H, and the CCO, on behalf of the Adviser, has completed a review of the certificate and found the basis for the person's Exempt-Access Person status to be satisfactory and in compliance with this Section of the Code.

Appendix B-4

Exempt-Access Persons are required, prior to being so designated and at least annually thereafter, to certify to the CCO, in the form attached as Exhibit H, as to the relevant facts and circumstances that form the basis of the CCO's above-described determination. The CCO is responsible for maintaining records of the status of all relevant persons under the Code, and will inform each such person about that person's status as necessary.

V. ACCOUNTS COVERED BY THE CODE

The following accounts or situations are covered under the Code:

A. Beneficial Ownership

A person has Beneficial Ownership if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary (financial) interest in a Security.

Accounts over which an Access Person may have Beneficial Ownership interest, include but are not limited to - individual, joint, partnership, custodial, trust, IRA, UGMA and KEOGH accounts.

The determination of Beneficial Ownership is the responsibility of each Access Person; it is a fact-based decision.

B. Immediate Family

All accounts of immediate family members of an Access Person, including any relative by blood or marriage, living in the Employee's household or who are financial dependents of the Employee are subject to this Code (adult children in a separate household are not covered under the Code). Immediate family members may include any of the Employee's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings, mother-in-laws, father-in-laws, son-in-laws, daughter-in-laws, brother- in-laws, or sister-in-laws and shall include adoptive relationships.

C. Investment Control

All accounts over which an Access Person exercises Investment Control, with the exception of the Adviser client account over which the Access Person exercises investment control as part of his or her job responsibilities. "Investment Control" shall mean the direct or indirect power to exercise controlling influence over investment decisions. This includes any arrangement where the Access Person serves as an agent, executor, and trustee or in another similar capacity. Note: Accounts over which the Access Person retains no Investment Control and that are managed by an independent third-party are exempt from the prohibited transaction rules of the Code.

Appendix B-5

VI. SECURITIES COVERED BY THE CODE

A. Securities covered under this Code ("Covered Securities") include any:

1. Stock, including, Treasury stock;

2. Security future;

3. Bond, debenture, or futures contract;

4. Investment contract or voting trust certificate;

5. Certificate of deposit for a security;

6. Option on any security or on any group or index of securities (e.g., put, call or straddle);

7. Exchange traded fund ("ETF"), except those included as securities not covered under the Code as described below;

8. Securities or interests, which are offered and sold in limited or private offerings, defined as offerings that are exempt from registration under the Securities Act, either pursuant to Sections 4(2) or 4(6), or Rules 504, 505 or 506 under the Securities Act (each a "Limited Offering" -- Limited Offerings are typically issued by limited partnerships, limited liability companies, or other similar companies, organizations or associations (Advisers Act Rule 204A-1(e)(7) and 1940 Act Rule 17j-1(a)(8));

9. Securities offered and sold in an initial public offering ("IPO"), defined as an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act (Advisers Act Rule 204A-1(e)(6) and 1940 Act Rule 17j-1(a)(6));

10. Certificate of interest or participation in any profit-sharing agreement;

11. Collateral-RIC certificate;

12. Fractional undivided interest in oil, gas or other mineral right;

13. Pre-organizational certificate or subscription;

14. Transferable shares;

15. Securities issued by, or interests in, a foreign unit trust or foreign mutual fund, such as a SICAV or OEIC;

Appendix B-6

16. Securities issued by, or interests in, a Reportable Fund (which includes any RIC that is advised or sub-advised by the Adviser (or certain affiliates of the Adviser), where applicable as determined by the CCO and listed on Exhibit I attached hereto);

17. Securities issued by, or interests in, a private investment fund, hedge fund, or investment club; and

18. Any other instrument that is considered a "security" under the various securities laws, except those included as securities not covered under the Code as described below.

B. Securities that are not Covered Securities under the Code include any:

1. Direct obligation of the U.S. government (e.g., Treasury bills, notes and bonds and US savings bonds);

2. Money Market Instruments (bank certificates of deposit, bankers acceptances, commercial paper, repurchase agreements, and other high-quality short-term debt instruments which have a maturity at issuance of less than 366 days and that are rated in one of the two highest-rating categories by a nationally recognized rating organization);

3. Shares of money market funds, other than Reportable Funds (which includes any RIC that is advised or sub-advised by the Adviser (or certain affiliates of the Adviser), where applicable as determined by the CCO and listed on Exhibit I attached hereto);

4. Shares of open-end mutual funds, other than Reportable Funds (which includes any RIC that is advised or sub-advised by the Adviser (or certain affiliates of the Adviser), where applicable as determined by the CCO and listed on Exhibit I attached hereto; and

5. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, other than Reportable Funds (which includes any RIC that is advised or sub-advised by the Adviser (or certain affiliates of the Adviser), where applicable as determined by the CCO and listed on Exhibit I attached hereto).

For the avoidance of doubt, for the purposes of this Code, purchases of real estate or any direct interest in real estate, used as a primary or secondary residence shall not be subject to any prior or other written approval of the CCO or any other officer of the Adviser.

C. Covered Securities Exempt Only From Pre-Clearance Requirement:

Provided that such Covered Securities are not issued in an IPO or Limited Offering, the following Covered Securities are exempt for purposes of the requirement to obtain pre-

Appendix B-7

clearance for transactions in such securities (following the procedures set forth in Section VIII.B. below). (If these securities are issued in an IPO, no Employee may engage in any transactions in such securities. If these securities are issued in a Limited Offering, the pre-clearance procedures in Section
VIII.C. below must be followed.)

1. Index Linked Futures, such as those linked to the S&P 500, S&P 400 and Russell 2000 Indexes;

2. Shares of Exchange Traded Funds, such as SPY, IWN, IWD, and IJH, and Puts and Calls Thereon;

3. Exchange Traded Futures Contracts on US Government Securities;

4. Exchange Traded Euro Futures Contracts;

5. Exercise of Rights Issued Pro-Rata;

6. Exchange Traded Derivatives on Non-Equity Securities;

7. Commodity Contracts and Derivatives;

8. Shares of Closed-End Funds;

9. Foreign Exchange Contracts and Derivatives;

10. Securities issued by SICAVs and OEICS; and

11. Exchange Traded Notes.

VII. PROHIBITED SECURITY TRANSACTIONS UNDER THE CODE

A. No Access Person shall:

1. Engage in any act, practice or course of conduct, which would violate the provisions of this Code;

2. Buy or sell based upon, or while in possession of, material non-public information regarding the issuer or security; or Buy or Sell any Covered Securities in violation of the prohibitions of this Code;

3. Acquire any Covered Security in an IPO; or

4. Engage in or give the appearance of "front-running," that is, purchase or sell a security for his or her own account(s) on the basis of the Adviser's trading positions or plans for a client account(s) over which the Access Person has Investment Control.

Appendix B-8

B. With respect to the Adviser or an Adviser Affiliate providing investment advice to any RIC, it is unlawful for any affiliated person of or principal underwriter for a RIC, or any affiliated person of an investment adviser of or principal underwriter for a RIC, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the RIC (as defined in Rule 17j-1 under the 1940 Act):

1. To employ any device, scheme or artifice to defraud the RIC;

2. To make any untrue statement of a material fact to the RIC or omit to state a material fact necessary in order to make the statements made to the RIC, in light of the circumstances under which they are made, not misleading;

3. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the RIC; or

4. To engage in any manipulative practice with respect to the RIC.

VIII. RESTRICTIONS ON TRANSACTIONS IN COVERED SECURITIES AND PRE-CLEARANCE OF CERTAIN TRANSACTIONS

A. General. Effective no later than March 31, 2011, the Adviser will implement an electronic personal trading system provided by HedgeOp Compliance and referred to as the Employee Level Filing Platform ("ELF"). Following the implementation of ELF, all Persons Covered by the Code (as described in Section
IV. above) shall be required to report through ELF.

B. Restrictions on Transactions in Covered Securities. Generally, the Adviser restricts transactions in Covered Securities as provided in this Code.

1. Access Persons are not permitted to engage in transactions with respect to any Covered Security upon which the Adviser has placed, for any reason, an embargo. Any embargo will be communicated in a firm-wide email. Following the implementation of ELF, the securities under embargo will be set forth in the Restricted List (as described in Section XIV. below).

2. Pre-ELF Implementation. No Covered Security transactions of an issuer are permitted within three (3) trading days before or after a purchase or sale order has been placed and/or executed for a client or Reportable Fund over which the Access Person has Investment Control (as defined in Section V.C. above) or assists with Investment Control and has direct knowledge of such purchase or sale order.

3. Post-ELF Implementation. Effective as of the implementation date of ELF:

a. Same Day Blackout Period. No Covered Security transactions of an issuer are permitted on a day of a pending purchase or sale order for a client or a Reportable Fund. All Access Persons will be prohibited from executing any personal transactions in Covered Securities, excluding transactions in a

Appendix B-9

Reportable Fund, on a day when a client has a pending buy or sell order in that Covered Security.

b. Three-Day Blackout Period. No Covered Security transactions of an issuer are permitted within three
(3) trading days before or after a purchase or sale order has been placed and/or executed for a client or Reportable Fund over which the Access Person (i) has Investment Control (as defined in Section V.C.) or assists with Investment Control and (ii) has direct knowledge of such purchase or sale order, except transactions in shares/units in a Reportable Fund. To the extent the Access person neither has Investment Control or direct knowledge of such purchase or sale order for a client or Reportable Fund, the Access Person shall certify such to the CCO prior to placing any personal transactions in Covered Securities.

4. No Covered Security may be purchased in an IPO!

C. Pre-clearance of Transactions in Covered Securities.

1. General. An Access Person may engage in certain transactions in Covered Securities if the Access Person has received pre-clearance for the transaction as provided below and engages in the transaction only during the period for which pre-clearance was granted ("Pre-clearance Period"). The Access Person a. shall not receive any pre-clearance to engage in any securities transactions that are prohibited by the Code (as set forth in Section VII above) or by any federal or state securities laws; and b. shall not engage in any transactions in securities issued in any Limited Offering except with pre-clearance as provided below in Section VIII.C.

2. Request Form. An Access Person may request pre-clearance for a securities transaction, subject to the restrictions stated above, either by (a) completing a Personal Securities Trading Request and Authorization Form ("Pre-clearance Form," attached as Exhibit E) and submitting it for approval to the CCO, or
(b) sending an email to the CCO seeking approval of the transaction in the format, and providing the information, as described in Section 2 of the Guidance Note ("Pre-clearance Email", attached as Exhibit J).

3. Pre-ELF Implementation - Pre-clearance Review by CCO and Another Officer or Portfolio Manager. Each pre-clearance request shall be reviewed by the CCO and another officer, or Portfolio Manager, of the Adviser, as described below and both the CCO and the other officer/Portfolio Manager must approve the pre-clearance request before it will be made effective for the Pre-clearance Period. The CCO will deny the pre-clearance request if the securities transaction requested would be in violation of the prohibitions and restrictions as stated in
Section VII above and this Section VIII, including where the securities transaction could occur during a blackout period. The other officer or Portfolio Manager

Appendix B-10

whose approval (along with the CCO's approval) is required for an effective pre-clearance shall be determined as follows:

a. No investment team. If the Access Person is not assigned to an investment team (whether or not the person is a research analyst, trader or Portfolio Manager) then the pre-clearance request must meet the approval of the CEO of the Adviser (or the COO of the Adviser, if designated by the CEO);

b. Investment team without a Portfolio Manager. If the Access Person is assigned to an investment team (whether or not the person is a research analyst or trader) that does not have at least one Portfolio Manager, then the pre-clearance request must meet the approval of the CEO of the Adviser (or the COO of the Adviser, if designated by the CEO);

c. Investment team with one Portfolio Manager. If the Access Person is assigned to an investment team that has only a single Portfolio Manager and the request is being made,

i. By the Portfolio Manager on the investment team, the request must meet the approval of the CEO of the Adviser (or COO of the Adviser, if designated by the CEO); or

ii. By any Access Person on the investment team other than the Portfolio Manager, the request must meet the approval of the Portfolio Manager on the investment team; or

d. Investment team with more than one Portfolio Manager. If the Access Person is assigned to an investment team that has more than one Portfolio Manager and the request is being made

i. By one of the Portfolio Managers, the request must meet the approval of another Portfolio Manager on the investment team; or

ii. By any Access Person on the investment team other than a Portfolio Manager, the request must meet the approval of one of the Portfolio Managers on the investment team.

Appendix B-11

4. Post-ELF Implementation - Pre-clearance Review by CCO and Another Officer or Portfolio Manager. Effective as of implementation of ELF, the Section VIII.C.3. pre-approval is only required from a member of the Securities Trading Group.

5. Any pre-clearance granted a. shall be effective for only the remainder of the day (until 12:00 p.m. local time) in which the pre-clearance is granted; and b. may be revoked by the CCO or other person who granted pre-clearance at any time prior to a pre-cleared transaction being effected, for any reason, including upon discovery of a conflict of interest with the interests of a client or Reportable Fund.

6. Any trade effected pursuant to the grant of a pre-clearance must be documented as such in the Quarterly Report of Security Accounts & Transactions (in the form attached hereto as Exhibit C) and a copy of the pre-clearance approval must be attached to such report.

7. The personal trading of a member of a portfolio or investment team (Portfolio Manager(s)/Dedicated Research) will only affect the RICs, separate investment accounts, or private investment funds managed by that portfolio or investment team. As each of the Adviser's four investment teams have access only to records relating to security trades effected by such investment team, a personal trade by a member of one investment team that has been pre-approved should not have any effect on another investment team's trading on behalf of its clients. The sharing of investment research, but not security trading information, between the investment teams should not compromise this conclusion. Investment research produced by members of the Adviser's investment teams should, however, be available to be acted upon by the Adviser on behalf of clients first -- prior to being used for personal trading purposes.

D. Pre-clearance of Limited Offerings; Approval Upon Hire of Continued Holding of Securities Issued in Limited Offering. Access Persons may engage in transactions in securities issued in Limited Offerings (defined in Section
VI.A.9. above) only upon pre-clearance from the CCO.

Newly hired Access Persons must, at time of hire, disclose their then current holdings of securities issued in Limited Offering ("LO Securities") on their Initial Holdings Report (Exhibit B of the Code) and complete and return to the CCO, the Pre-clearance Form (Exhibit E of the Code) regarding such then current holdings. Newly hired Access Persons may be asked to liquidate some or all of their pre-hire investments in LO Securities (so long as it is possible to liquidate their holding under the terms of issuance of the applicable LO Securities) in the event there is any basis that the CCO would deny pre-clearance for transactions in such LO Securities (including, but not limited to, any conflict of interest with the interests of any client of the Adviser or a Reportable Fund).

Pre-clearance for transactions in LO Securities is subject to the following:

Appendix B-12

1. When considering a request to engage in transactions in LO Securities, the CCO will take into account the specific facts and circumstances of the request prior to reaching a decision, including, but not limited to, whether the opportunity to invest in the LO Securities should be reserved for a client(s) and/or Reportable Fund(s).

2. The Access Person must submit the request to engage in transactions in LO Securities using the Pre-clearance Form (Exhibit E) or Pre-clearance Email (Exhibit J).

3. Any person purchasing a Covered Security acquired in a Limited or Private Offering (or holding any Limited or Private Offering Covered Securities that the person held at the time of the person's hire) shall disclose to the CCO any subsequent consideration of investment in the issuer of the Covered Security for any client or Reportable Fund. In such circumstances, the decision to purchase Covered Securities of the issuer for a client account or Reportable Fund shall not be made by anyone with a personal interest in the issuer of the Covered Security unless such interest has previously been disclosed to investors (e.g., Private Placement Memorandum).

4. Approval to invest in a Limited or Private Offering shall be valid for the period of time stated in the approval, but may be withdrawn at any time prior to the Access Person's purchase in the Limited or Private Offering.

E. 30-Day Holding Period for Reportable Fund Holdings

All Access Persons must maintain any position the person holds in a Reportable Fund, with the exception of money market funds, for at least thirty (30) calendar days before the position can be sold or exchanged. Exceptions to this policy will be considered in hardship situations, but must be approved in writing, in advance by the CCO or his designee.

F. Definitions. For purposes of this section, the following terms have the meaning set forth opposite the term below:

1. "Investment Personnel" means

a. any Portfolio Manager acting on behalf of the Adviser, as well as any other person such as a securities analyst and/or trader acting on behalf of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in the making of recommendations regarding a client's or Reportable Fund's purchase or sale of securities (including analysts providing information and advice to Portfolio Managers or persons effecting the execution of a Portfolio Managers' decisions) or

b. any natural person who controls the Adviser and who obtains information concerning recommendations to a client regarding the purchase or sale of securities by a client.

Appendix B-13

2. "Portfolio Manager" means any individual who, in connection with the regular duties of the individual, is entrusted with the direct responsibility and authority to make investment decisions affecting any client of the Adviser (including any RIC, separate investment account, or private investment fund) or Reportable Fund.

G. Exempted Transactions. The restrictions of Subsections VIII.A -- VIII.E above of this Code shall not apply to:

1. Purchases or sales effected in any account over which the Access Person or Investment Personnel, as applicable, has no direct or indirect influence, control or investment discretion or authority;

2. Subsequent purchases which are made through an automatic dividend reinvestment or automatic direct purchase plan;

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

4.

IX. PURCHASES OR SALES EFFECTED BY AN ADVISER AFFILIATE ON BEHALF OF A HEDGE FUND OR OTHER CLIENT ACCOUNTS MANAGED BY SUCH ADVISER AFFILIATE; PROVIDED THAT THERE IS NO VIOLATION OF THE CONFLICT OF INTEREST PROCEDURES IMPLEMENTED TO PROTECT FIRM CLIENTS, REPORTABLE FUNDS, AND SUCH HEDGE FUND OR OTHER CLIENT ACCOUNT. OUTSIDE AFFILIATIONS

All Access Persons are prohibited from serving on a board of directors of any company without prior written authorization of the CCO or senior management of the Adviser. Requests for outside affiliations permitted under the Code shall be submitted to the CCO or management of the Adviser via the form attached hereto as Exhibit A.

X. POLITICAL CONTRIBUTIONS

Access Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities (known as "pay to play"). Although political contributions are not prohibited, Access Persons must be cognizant of potential conflicts of interest that may exist if the Adviser or its Employees contribute to the campaigns of any client(s), Employee or consultant to the Adviser.

Please see AlphaOne Holdings, LLC's ("AlphaOne's") Code of Business Conduct and Ethics ("Code of Conduct") for further guidance on political contributions.

XI. GIFTS AND ENTERTAINMENT

Access Persons are not permitted to offer, seek or accept any gift, service or other item of more than de minimis value, either directly or indirectly, from any person or entity that does business with or on behalf of the Adviser. For the purposes of this provision, the following items are acceptable:

Appendix B-14

1. An occasional meal;

2. An occasional ticket to a sporting event, the theater or comparable entertainment; or

3. A gift of fruit or other foods.

Access persons are required to report to the CCO all de minimis gifts, service or other items received from any person or entity that does business with or on behalf of the Adviser. Please see AlphaOne's Code of Conduct for further guidance on gifts and entertainment.

Note: De minimis value is less than or equal to $100.

XII. CONFIDENTIALITY/SAFEGUARDING OF DATA

Access Persons, as fiduciaries, must adhere to the Adviser's Privacy Policy

under Regulation S/P of the Gramm-Leach-Bliley Act (the "GLBA"). All material,
non-public information pertaining to any client must be safeguarded, and
includes, but is not limited to, adherence to physical and technical security
of information.  With respect to material, non-public client information,
Access Persons are required to take reasonable measures to safeguard such
information including, but not limited to:

1. Sharing of access codes and/or passwords with any other individual is prohibited without authorization;

2. Client information, such as account statements, applications, etc. must be secured at all times;

3. Information on investment strategies, transactions and investments being considered or used by the Adviser for client accounts shall be secured at all times and not discussed with persons who are not Access Persons or with third parties
(other than as needed for business or compliance purposes) prior to their disclosure to clients of the Adviser.

4. Transmission of material, non-public information to unauthorized parties, via any means, is strictly prohibited. Authorized parties include, but are not limited to the following:

a. Affiliate firms and their designees;

b. Broker-dealers or other entities who conduct business with the Adviser on behalf of clients; and

c. Third party entities with a contractual need for such information and who have executed a non-disclosure agreement with the Adviser or which are under a confidentiality obligation with the Adviser.

Please see AlphaOne's Code of Conduct for further guidance on Confidentiality.

Appendix B-15

XIII. REPORTING REQUIREMENTS

Consistent with the requirements of the Advisers Act Rule 204A-1 and with the provisions of Rule 17j-1 of the 1940 Act, Access Persons are subject to the following requirements.

A. Initial and Annual Certification of Compliance with the Code

Upon hire and annually thereafter, each Access Person shall be provided a copy of this Code by the CCO. In addition, the Access Person will be required to certify that he/she has:

1. Read and understands the Code and recognizes that he/she is subject thereto;

2. Shall comply with the applicable requirements of the Code; and

3. Shall report all personal securities transactions required to be reported pursuant to the requirements of the Code.

The certification report shall be made on the form attached as Exhibit F and submitted to the CCO no later than fifteen (15) days after becoming an Access Person and annually fifteen (15) days after calendar year end.

B. Initial and Annual Disclosure of Holdings and Brokerage Accounts

Upon employment and annually thereafter, each Access Person shall be required to submit to the Legal/Compliance Department a report listing all Covered Securities holdings and securities trading accounts in which the Access Person has a direct or indirect Beneficial Ownership as defined by the Code.

The certification report shall be made on the form attached as Exhibit B and submitted to the Compliance Department no later than ten (10) days after the person becomes an Access Person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person and annually ten (10) days after calendar year end.

The accounts of Immediate Family Members over which the Access Person exercises Investment Control, but does not have a direct or indirect Beneficial Ownership, shall be reported on Exhibit B and on an annual basis thereafter.

C. Quarterly Personal Transactions

Although the Adviser prohibits transactions in Covered Securities (except as permitted by the CCO), Access Persons are required to complete a Quarterly Report of Security Accounts & Transactions (Exhibit C). This report shall be submitted to the Compliance Department via the form attached hereto as Exhibit C no later than thirty (30) days after the end of the calendar quarter, including any period in which no securities transactions were effected.

Appendix B-16

Exhibit C shall contain the following information (or the reports attached thereto):

1. The date of the transaction;

2. The name/description of the security;

3. The nature of the transaction (e.g., purchase or sale);

4. The quantity and price of the security bought or sold;

5. Interest rate/maturity date (if applicable);

6. The name of the broker, dealer or bank with or through whom the transaction was effected; and

7. The nature of the interest (i.e., direct ownership, spouse, control, etc.)

This reporting requirement may be satisfied by directing a broker-dealer to send duplicate trade confirmations and brokerage statements directly to the Compliance Department so long as Adviser receives such confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

D. Conflicts of Interest

Every Access Person shall notify the Compliance Department of any personal conflict of interest relationship that may involve any client such as the existence of any economic relationship between his/her transactions and securities held or to be acquired by any client other than transactions that such Access Person has disclosed in his or her Annual Disclosure of Holdings and Brokerage Accounts and Quarterly Transactions.

Inappropriate favoritism of one client over another client is strictly prohibited, as it would constitute a breach of fiduciary duty and a conflict of interest.

XIV. RESTRICTED LIST

To ensure compliance with applicable federal securities laws and to prevent the appearance of impropriety in connection with securities transactions, the Compliance Department will maintain a confidential list with names of issuers known as the Watch/Restricted List (the "Restricted List"), which will be incorporated into the ELF system or any such other similar personal trading system. The Restricted List shall include two categories of issuers. The first category, which will be identified as "Firm Restrictions", will include all issuers for which any employee of the Adviser has material, non-public information. The second category, which will be identified as "Personal Trading Restrictions", will include: (a) the issuers of securities that are actively being considered for investment by Investment Personnel, and (b) all issuers on the Firm Restrictions category of the Restricted List.

Appendix B-17

Absent prior approval from the CCO, or except as otherwise provided in the Code of Ethics, the Adviser shall be prohibited from trading, on behalf of client accounts, in securities of any issuer appearing on the Firm Restrictions category of the Restricted List.

Absent prior approval from the CCO, the Adviser's employees shall be prohibited from trading personally in securities of any issuer appearing on the Personal Trading Restrictions category of the Restricted List.

The Restricted List is designed to restrict personal trading or other activity in the issuer's securities to avoid any appearance of inappropriate trading by employees, such as front-running or trading on the basis of material, non-public information.

The CCO may, from time to time, allow for certain exceptions to these prohibitions including the following situation:

Limited Exception. As it pertains to securities that will be included on the Restricted List as of the date this policy is adopted, any such securities that employees own prior to the adoption date of this Code of Ethics may continue to be held in such employees' accounts after the adoption of this policy. However, after the adoption date of this policy, such securities are subject to this Code and therefore may not be sold so long as they remain on the Restricted List. No additional purchases of securities on the Restricted List will be allowed.

A. Maintenance of the Restricted List.

The effectiveness of the Restricted List as a monitoring and preventive device depends on the receipt of up-to-date information regarding transactional activities or other developments. Accordingly, employees that have information that causes them to believe that an issuer should be added to the Restricted List should promptly consult with the CCO. This includes securities that are actively being considered for investment by Investment Personnel.

1. Adding and Removing Securities to the Watch/Restricted List. To add or remove an issuer to or from the Restricted List, the employee that has the information shall promptly inform the CCO by email. The email should include a request that the issuer in question be added to or removed from the Restricted List and an explanation regarding the reason for the request.

2. Access to the Watch/Restricted List. The fact that an issuer's securities are on the Restricted List is highly confidential and should not be disclosed by employees with such knowledge to any person outside of the Adviser. Such information should be treated as inside information and handled accordingly. Disclosure also should not be made to other employees except on a strict need-

Appendix B-18

to-know basis and in compliance with this policy. If anyone inquires as to whether or not a security is on the Restricted List, or is otherwise informally restricted, employees shall respond that firm policy prohibits any comment, and should inform the CCO of such inquiry.

B. Amendments/Changes to the Restricted List.

The CCO and COO are the only persons within the Adviser that shall have access to the Firm Restrictions and Personal Trading Restrictions categories of the Restricted List.

After receiving notification to amend the Restricted List, the CCO will add or remove the security to or from the Restricted List and inform all authorized recipients via e-mail of the change. On a weekly basis the complete List will be distributed, or made available, to the authorized recipients.

On a monthly basis, the Restricted List and the status of each issuer that is included on the Restricted List (i.e., have the securities been purchased, held, and/or sold) will be reviewed by the CCO and COO to ensure its accuracy. If necessary, the CCO shall make any required amendments to the Restricted List following such review.

XV. REPORTING OF VIOLATIONS

Each Access Person shall promptly report to the CCO any apparent material violation of this Code and its associated policies and procedures.

The CCO shall promptly report to management of the Adviser any apparent material violation of this Code and its associated policies and procedures.

Management of the Adviser shall consider reports made hereunder and shall determine whether or not this Code has been violated and whether the appropriate sanctions, if any, should be imposed.

The Adviser must use reasonable diligence and institute procedures reasonably necessary to prevent violations of the Code.

No less frequently than annually, the Adviser must furnish to the RIC's board of directors or trustees (the "Board"), and the Board must consider, a written report that:

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

2. Certifies that the Adviser, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

Appendix B-19

XVI. SANCTIONS

This Code is designed to assure compliance with applicable laws and to reinforce the Adviser's reputation for integrity in the conduct of its business.

Upon discovering a violation of this Code, sanctions may be imposed as deemed appropriate, including, among other things, disgorgement of profits, a letter of censure or suspension or termination of the employment of the violator.

An incidental failure to comply with the Code is not necessarily a violation of law or the Adviser's Principles of Business Conduct. Isolated or inadvertent violations of the Code not resulting in a violation of the law will be referred by the CCO to senior management of the Adviser and disciplinary action commensurate with the violation, if warranted, will be imposed.

Violations of any of the enumerated Prohibited Transactions may require the sale of any open positions and disgorgement of any profits realized from the prohibited transaction(s). A pattern of violations that individually do not violate the law or Principles of Business Conduct, but which taken together demonstrate a lack of respect for the Code, may result in disciplinary action, including termination of employment.

XVII. INTERPRETATIONS AND EXCEPTIONS

The CCO shall have the right to make final and binding interpretations of the Code and may grant, using his discretion, exceptions to certain of the above restrictions.

XVIII. RETENTION OF RECORDS

This Code, as updated from time to time, acknowledgements of receipt of a copy of this Code by each Access Person, a list of all persons required to make reports hereunder from time to time, a copy of each report made by an Access Person hereunder, each memorandum made by the CCO hereunder and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Adviser as required under the Advisers Act and the 1940 Act for a period of not less than five (5) years.

XIX. INSIDER TRADING POLICY

A. Policy Statement on Insider Trading

Section 204A of the Advisers Act requires the Adviser to establish, maintain, and enforce written procedures reasonably designed to prevent the wrongful use of "inside" information.

Adviser shall prohibit any Employee from trading, either personally or on behalf of others, or recommending securities, while in possession of material, non-public information in violation of applicable laws and regulations. This unlawful conduct is frequently referred to as "insider trading."

Appendix B-20

Adviser's policy extends to external activities and outside duties related to Employees' association with the Adviser. Every Employee must read and retain this policy statement. Any questions regarding the Adviser's insider trading policy and procedures should be referred to the CCO.

B. In General -- Inside Information

Federal, as applicable and state securities laws make it unlawful for any person to trade or recommend trading in securities on the basis of material and nonpublic, or "inside," information. Adviser's policy requires stringent avoidance of the misuse of inside information.

The misuse of material, nonpublic or "inside" information constitutes fraud; a term broadly defined under the securities laws.

Fraudulent misuse of "inside" information includes purchasing or selling securities on the basis of such information for the account of the firm, an employee, a client, or anyone else. Fraudulent misuse also includes "tipping" such information to anyone, or using it as a basis for recommending, by way of a research report or otherwise, the purchase or sale of a security.

Persons guilty of fraudulently misusing "inside" information are subject to civil and criminal penalties (including imprisonment), SEC administrative actions, and dismissal by the Adviser.

"Inside" Information. "Inside" information is material, nonpublic information. The courts and regulatory authorities have broadly construed what constitutes "inside" information. Generally speaking, information is "material" if it has "market significance" in the sense that it is likely to influence reasonable investors, including reasonable speculative investors, in determining whether to trade the securities to which the information relates. For example, information is likely to be "material" if it relates to significant changes affecting such matters as dividends; earnings estimates; write downs of assets or additions to reserves for bad debts or contingent liabilities; the expansion or curtailment of operations; proposals or agreements involving a merger, acquisition, divestiture or leveraged buy-out; new products or discoveries; major litigation; liquidity problems; extraordinary management developments; public offerings; changes of debt ratings; issuer tender offers; and recapitalizations. Given the potentially severe consequences to the Adviser and its personnel of a wrong decision, any person who is uncertain as to whether any information he or she possesses is "inside" information must contact the CCO for guidance, rather than solely relying on his or her own judgment or interpretation.

Under certain circumstances the portfolio holdings of the Adviser's investment company clients may be deemed material, nonpublic information. In recent times, certain investment companies and/or their affiliated persons have engaged in unlawful or fraudulent activities by disclosing portfolio holdings to selected investors so that the investors may profit from trading on such information, which is referred to as market timing. Under SEC guidance and regulations, investment companies have adopted policies and procedures on disclosure of their portfolio holdings (the "PH Policies") intended to prevent unauthorized disclosure of the holdings of the company. Under the PH Policy divulging non-public portfolio holdings to selected parties is permissible only when the company has legitimate business

Appendix B-21

purposes for doing so and the recipients are subject to a duty of confidentiality, including a duty not to trade on the non-public information. In addition, the disclosure of a company's portfolio securities is permitted only when it is consistent with the anti-fraud provisions of the federal securities laws and fiduciary duties of the company's investment adviser or investment sub-adviser. The PH Policies must be followed when personnel of the adviser or sub-adviser discloses a company's non-public portfolio holdings information to any party.

C. Prohibiting Misuse of Inside Information

Those in possession of inside information must preserve the confidentiality of such information and abstain from trading until the inside information is disclosed and made public. It is fundamental policy of the Adviser that:

a. No Adviser Employee, while in possession of inside information relevant to a security, shall purchase or sell, or recommend or direct the purchase or sale of, such security for the account of the Adviser, an Employee, a client, or anyone else.

b. No Employee shall use inside information to purchase or sell securities for his or her own account, any account in which he or she has a direct or indirect beneficial interest (including accounts for family members), or any other account over which the Employee has discretionary authority or a power of attorney.

No Employee shall disclose inside information to any person outside the Adviser without the authorization of the CCO or management.

Any Employee who, in the course of his or her employment, obtains inside information that is later disclosed to the general public must allow sufficient time to elapse for the investing public to assimilate and evaluate the information before taking any action for his or her personal account on the basis of the disclosed facts.

D. General Guidelines

To ensure that material, non-public information is not misused, it is imperative that the flow of such information be limited so that only those people within the Adviser with a "need to know" are given such information.

Routine communications between departments which are not transaction or issuer specific, such as general observations about industries and issuers within those industries, and which would not affect a person's investment decision about a specific security, are not prohibited. If you have any question as to whether information is routine, however, please contact the CCO.

E. Review of Trading

The CCO will review, at least quarterly, the trading activity of the Adviser's Access Persons. A record of such review will be maintained by the CCO.

Appendix B-22

F. Investigations

The CCO will investigate questionable or suspicious trades, whether discovered through scheduled reviews of exception reports or any other way. The scope and extent of any particular inquiry will be determined by the nature of the trade in question. The relevant Employee or client may be contacted by the CCO for an explanation as to the trade in question. An investigation record will be kept by the CCO. The record will contain, at a minimum, the following:

1. The name of the security;

2. The date the investigation commenced;

3. An identification of the accounts involved; and A summary of the disposition of the investigation.

G. Procedures for Adviser's Policy Against Insider Trading

The following procedures have been established to aid the Employees of the Adviser in avoiding insider trading, and to aid the Adviser in preventing, detecting, and imposing sanctions against insider trading. Each Employee of the Adviser must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability, and criminal penalties. If you have any questions about these procedures you should consult with the CCO.

1. Identifying Inside Information

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

Is the information material? Is this something an investor would consider important in making his or her investment decision? Would the market price of the securities be substantially affected if the information was generally disclosed?

Is the information nonpublic? To whom has it been provided? Has it been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have any questions as to whether the information is material and nonpublic, you should take the following steps:

(a) Do not purchase or sell the securities on behalf of yourself or others;

(b) Report the matter immediately to the CCO; and

(c) Do not communicate the information inside or outside the Adviser, other than to the CCO.

Appendix B-23

After the CCO has reviewed the issue, you either will be instructed to continue the prohibitions against trading and communications, or you will be allowed to trade or communicate the information.

2. Restricting Access to Material Nonpublic Information

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including associates, except as referred to above. In addition, take care that such information is secure by sealing files and restricting access to computer files containing nonpublic information.

3. Resolving Issues Concerning Insider Trading

If doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the procedures, or as to the propriety of any action, it must be discussed with the CCO before trading or communicating the information to anyone.

Appendix B-24

EXHIBIT A

Outside Affiliation/Private Transaction/Board Membership Pre-clearance Questionnaire

1. Your Name & Title: ______________________________________________________

2. Name of department: _____________________________________________________

3. Name of your manager: ___________________________________________________

4. List your responsibilities for AlphaOne Investment Services, LLC (the "Adviser"):

5. Please state the full name and address of the private placement, business, nature of the investment or full name of the organization you are/wish to become affiliated with:

Please answer the following questions regarding the private placement, business, board membership or affiliation you intend to participate in. Please attach to this questionnaire any additional information you may have regarding your affiliation/investment (i.e., private placement memorandum, offering circular, literature, etc.) that may assist in the approval process.

1. How and by whom was this offer presented to you? Or, how and by whom were you approached to become affiliated?

2. Will you play any management role in the private placement or business and are you providing any service or advice to the business or issuer? What will your role and responsibilities consist of?

Appendix B -- Exhibit A-1

3. Approximately what percentage of your time will be spent on non-Adviser activities?

4. Will you be compensated? (If so, how?) [ ] Yes [ ] No

5. Does the private placement issuer or organization have any dealings with Adviser? (If yes, please describe) [ ] Yes [ ] No

6. Is any client of the Adviser eligible to hold securities of this issuer? Does any client of the Adviser presently hold securities of this issuer? [ ] Yes [ ]No

7. Do you have any dealings on behalf of Adviser with the issuer or sponsor of this investment or membership? (If yes, please describe) [ ] Yes [ ]No

8. To the best of your knowledge, does the private placement issuer have plans to go public any time soon? If so, when? [ ] Yes [ ] No

Appendix B -- Exhibit A-2

9. Are you being given any preferential treatment in the deal? (If yes, please describe) [ ] Yes [ ] No

10. How much money will be invested, and/or what percentage of ownership will youhave?

11. In light of your position and responsibilities at the Adviser, are you aware of any fact, issue or circumstance involving the private placement, proposed investment, board membership or affiliation that might give rise to an actual or apparent conflict of interest? [ ]Yes [ ]No

Please Note:

If board membership is with a public company you will be limited in your ability to invest in that company. Also, if you come into possession of material non-public information because of your board membership you must inform the CCO of the details so that trading activity in that public company can be appropriately monitored.

12. Does this investment require you to open a new brokerage account? (If yes, please describe).

Appendix B -- Exhibit A-3

SUPERVISOR APPROVAL

I have reviewed and approved this request for permission to engage in the private securities transaction described above.

COMPLIANCE APPROVAL

                                             [ ] Yes          [ ] No

____          ______________________________________          _________
Date          Name & Title of Approver (please print)         Signature

Appendix B -- Exhibit A-4

EXHIBIT B

ALPHAONE INVESTMENT SERVICES, LLC (THE "ADVISER")

EMPLOYEE INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION

Statement to Adviser by____________________________________________________ Please Print

Date of Becoming an Employee:______________________________ (Initial Report)

December 31, 20__ (Annual Report)

As of the date appearing above, the following are each and every Covered Security (as defined in the Code) and securities account in which I have a direct or indirect "Beneficial Ownership" interest). For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts by or for the benefit of a person, or such person's "immediate family" sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term "immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.

Appendix B -- Exhibit B-1

Listed below are the accounts with any broker, dealer or bank that are capable of holding securities (i.e. accounts that hold or could hold securities including securities that are not Covered Securities) for my direct or indirect benefit ("Securities Account") as of the date appearing above:

------------------------------------------------------------------------------------------------------------------------------------
Name of Broker, dealer or Bank          Account Number          Name on the Account          Status of Account
with which Account is Held                                                            (open/closed/active/inactive)
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

I certify that the accounts listed above are all of the Securities Accounts in which I have a direct or indirect Beneficial Ownership interest.

Note: For every bank or brokerage account of the Employee that is capable of holding Covered Securities for the Employee's direct or indirect benefit, new employees must attach copies of the most recent statement(s) to this form. If this form is completed for annual certification, either an annual statement must be attached to this form or mailed directly to the following address: AlphaOne Investment Services, LLC, One Tower Bridge, 100 Front Street, Suite 1250, West Conshohocken, PA 19428, Attention: Chief Compliance Officer. It is the Employee's sole responsibility to ensure that the information reflected in the attached statement(s) is accurate and completely discloses all relevant securities holdings. In lieu of attaching statements to this form, a print out of the Employee's securities holdings printed directly from their broker's website may also be submitted.

------------------------------------------------------------------------------------------------------------------------------------
Account   Shares/Face   Name and description of Covered             Interest             Firm Through Which   Nature of Interest
Number    Amount        Security i.e. puts, calls, bonds (include   Rate/Maturity Date   Security is Held     (Direct Ownership,
                        144A, Reg S and other privately placed      (if applicable)                           Spouse, Control, Etc.)
                        securities, whether or not custodied in
                        a securities account)
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

I further certify that the securities listed above are the only Covered Securities in which I have a direct or indirect Beneficial Ownership interest.

This report need not disclose Covered Securities held in any account over which the Employee has no direct or indirect influence or control.

Appendix B -- Exhibit B-3

I have received, reviewed, understand and agree to abide by the Adviser's Compliance Policies and Procedures as stated in the most recent copy of the Firm's Compliance Manual. To the best of my knowledge, I have reported all securities holdings for me and members of my Immediate Family to the Adviser on the form provided to me. I hereby acknowledge that I have obtained, read and understand the Adviser's Compliance Policies and Procedures Manual. I further certify that I have received, read, understand, and will abide by the Adviser's Code of Ethics.

Employee Signature: _______________________________

Date of Submission: _______________________________

Received By (Name/Title):________________    Reviewed By (Name/Title):__________

Signature:___________________________             Signature:____________________

Date Received:_______________________             Date Reviewed:________________

Comments:

Appendix B -- Exhibit B-4

EXHIBIT C

ALPHAONE INVESTMENT SERVICES, LLC (THE "ADVISER")

QUARTERLY REPORT OF SECURITY ACCOUNTS & TRANSACTIONS FOR ALPHAONE INVESTMENT
SERVICES, LLC

Statement to the Adviser by:____________________________________________________

For the Calendar quarter ended__________________________________________________

(Enter quarter end date)

Since the prior Quarterly Report, the following accounts have remained active/inactive or have been opened/closed. Listed below are accounts that are capable of holding securities (i.e. accounts that hold or could hold securities including securities that are not Covered Securities) for my direct or indirect benefit.

------------------------------------------------------------------------------------------------------------------------------------
Name of Broker, dealer or Bank     Account Number     Name on the     Status of Account               Date (if opened/closed w/in
with which Account is Held                               Account     (open/closed/active/inactive)    quarter)
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

I further certify that the accounts listed above are all of the Securities Accounts in which I have a direct or indirect Beneficial Ownership interest.

As of the date appearing above, the following are each and every transaction in a Covered Security (as defined in the Code) in which I have a direct or indirect "Beneficial Ownership" interest. Also, I have included all activity in Covered Securities that occurred during the quarter. For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities

Appendix B -- Exhibit C-1

accounts by or for the benefit of a person, or such person's "immediate family" sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term "immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.

This report need not disclose transactions in Covered Securities in any account over which the Employee has no direct influence or control.

Note: For every account in which there was trading activity during the previous quarter, Employees must either: (i) attach brokerage statements or a print out of transaction activity from the broker's web site for every account in which there was trading activity; (ii) provide all trade information in the chart below; or (iii) direct their brokers to mail statements directly to the following address: AlphaOne Investment Services, LLC, One Tower Bridge, 100 Front Street, Suite 1250, West Conshohocken, PA 19428, Attention: Chief Compliance Officer. Employees who indicate below that there was no activity during the quarter are not required to attach or include brokerage statements. It is the Employee's sole responsibility to ensure that the information reflected in the attached statement(s) is accurate and completely discloses all relevant securities activity.

Appendix B -- Exhibit C-2

Listed below are all Covered Securities transactions in which the employee has traded a beneficial ownership interest during the calendar quarter specified above.

------------------------------------------------------------------------------------------------------------------------------------
Account  Trade  Buy/Sell  Shares/Face   Name and description of Covered     Interest      Price   Firm Through    Nature of
Number   Date             Amount        Security i.e. puts, calls, bonds    Rate/Maturity         Which           Interest (Direct
                                       (include 144A, Reg S and other       Date (if              Transaction     Ownership,
                                       privately placed securities where    applicable)           Was Effected    Spouse,
                                       or not custodied in a security                                             Control, Etc.)
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

If no transactions in Covered Securities occurred during the quarter ending _______________, please insert "NONE" here: ___________ (enter qtr end date)

I further certify that all information provided above in connection with my securities account and Covered Securities is true, correct and complete.

Date of Submission:___________________________________ Employee Signature:___________________________________

Compliance Signature:_________________________________ Date Reviewed:________________________________________

Appendix B -- Exhibit C-3

EXHIBIT D

ALPHAONE INVESTMENT SERVICES, LLC [Date]

[Brokerage Firm]
[Address 1]
[City, State, Zip]
Attn: Compliance Department

Re: Accounts and/or Family Related Accounts of [Employee Name], SS#[XXX-XX-XXXX], a AlphaOne Investment Services, LLC Employee

Dear Sir/Madam:

The above named employee of AlphaOne Investment Services, LLC has notified us that he/she maintains the following account(s) with your Firm:

Please be advised that AlphaOne Investment Services, LLC is registered with the Securities and Exchange Commission and is required, as set forth by the Investment Advisers Act of 1940, to maintain records of every transaction in a security in which an employee of the investment adviser has any direct or indirect beneficial ownership.

Please make the necessary arrangements to send duplicate confirmations and monthly statements to:

AlphaOne Investment Services, LLC One Tower Bridge
100 Front Street, Suite 1250
West Conshohocken, PA 19428

This information is to be provided unless or until Mr./Mrs. [ ] notifies you to the contrary in writing. In the event that Mr./Mrs. [ ] ceases employment with AlphaOne

Investment Services, LLC, a letter will be sent from the Compliance Department terminating duplicate confirmations and statements. If you should have any questions, please contact me at (XXX) XXX-XXXX.

Sincerely,

Chief Compliance Officer

As per the above request, I grant permission to your firm to add AlphaOne Investment Services, LLC as an interested party and to forward copies of confirmations and statements regarding the above mentioned account(s).

____________________________ Date:________________________
(Signature of Account Holder)
[Employee Full Name]

Appendix B -- Exhibit D-1

EXHIBIT E

ALPHAONE INVESTMENT SERVICES, LLC

PERSONAL SECURITIES TRADING REQUEST AND AUTHORIZATION FORM

Name:

Date:

I hereby request authorization to enter into the following securities transaction:

Name of Company and Ticker Symbol:
Type of Order: Buy____ Sell____ Exchange_____ Tender_____ Other_____(Explain) Price: Market_____ Limit______ Stop_____ Number of Shares:___________

Broker/Dealer: __________________________

Type of Account: Individual_____ Joint______ Other_____ Trust______(Explain)

This transaction is for investment purposes and to the best of my knowledge will comply with the applicable personal trading provisions contained in Adviser's Code of Ethics. I request the approval based on the following reasoning:

Access Person Signature Date

The above transaction is approved based on information provided above and must be completed within 10 business days from the date of approval. If the transaction has not been completed in whole or in part, it may be extended at the discretion of Adviser's CCO upon written request by the employee.

_________________________                   ______________________
Portfolio Manager/CEO/COO                   Date

_________________________                   ______________________
Compliance Officer                          Date

Appendix B -- Exhibit E-1

EXHIBIT F

ALPHAONE INVESTMENT SERVICES, LLC

INITIAL/ANNUAL CERTIFICATION OF RECEIPT OF THE CODE OF ETHICS

I have received, reviewed, understand and agree to comply with the terms of the Firm's Code of Ethics.

To the best of my knowledge, I have reported all securities holdings for me and members of my Immediate Family to AlphaOne Investment Services, LLC on the form provided to me. Additionally, attached is a list of the names of each of the entities for which I act as a member of the board of directors, a general partner, a managing member or a trustee.

Please complete, sign and date this form and return to the CCO

Appendix B -- Exhibit F-1

EXHIBIT G

ALPHAONE INVESTMENT SERVICES, LLC

NOTIFICATION OF OUTSIDE BUSINESS ACTIVITIES

Listed below is/are my outside business activities. I will inform the CCO of any changes to the following:

[] Do you own stock or have directly or indirectly any financial interest in any other organization whose stock is not publicly traded? If yes, please provide a full explanation.

[] Do you invest in limited or general partnerships, or private placements of securities, other than those offered by the Firm? If yes, please provide a full explanation.

[] Are you engaged in any other business? If yes, please provide full explanation.

________________________________________________________________________[] Are you employed or compensated by any other person or entity? If yes, in what capacity?

[] Do you serve as an officer or partner of another organization? If yes, please provide the name of the organization and describe in what capacity you serve.

[] Do you serve on the board of directors (or in any similar capacity) of any unaffiliated organization or on a formal or informal creditors committee? If yes, please provide information.

[] Do you engage in investment related speaking, writing or teaching activities? If yes, please describe.

[] None.

Appendix B -- Exhibit G-1

Relative to the above questions, please list all outside business activities including general partnerships, private investments, outside employment and Board memberships:

_______________________________________               [ ] Yes         [ ] No

_______________________________________               [ ] Yes         [ ] No

_______________________________________               [ ] Yes         [ ] No

Appendix B -- Exhibit G-2

EXHIBIT H
ALPHAONE INVESTMENT SERVICES, LLC
CERTIFICATION OF EXEMPT-ACCESS PERSON STATUS

I,__________________________, as of this __ day of , 20__, do hereby certify and affirm that:

1. I serve as (Insert position with AlphaOne Investment Services, LLC (the "Adviser")) and am also ______________________ (Insert position with any Adviser Affiliate(2));

2. During the immediate prior calendar year:

a. I have not, with respect to any client(3) account, obtained or sought to obtain information regarding the client's purchase or sale of securities or other investment instruments or assets; and I do not have access to nonpublic information regarding any client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any client account the Adviser or any Adviser Affiliate manages or any registered investment company or managed fund that is advised or sub-advised by the Adviser (or certain Adviser Affiliates, where applicable)

b. I have not, with respect to any client account, made, participated in, obtained or sought to obtain information about, the purchase or sale of a Covered Security or related recommendations;

c. My regular functions and duties have not, with respect to any client account, related to such recommendations, purchase or sales;

d. I have not been involved in making securities recommendations to clients nor have I obtained, or sought to obtain information about any such recommendations which are non-public; and

e. I am aware of and have complied with all provisions of the Code of Ethics and Insider Trading Policy ("Code") of Adviser that are relevant to me and with any policies and procedures of the Adviser and Adviser Affiliates relevant to the control of sensitive information about client accounts or recommendations to which I may be subject. I

-----------------------------------
2        Adviser Affiliates are listed on Exhibit I (Adviser Affiliates,
         together with the Adviser collectively referred to as "AlphaOne").

3        Notwithstanding the definition of client in the Code, for purposes of
         the designation as an Exempt-Access Person only, an account does not
         include The AlphaOne Essentials Fund, LLP, or any other account, solely
         to the extent such Fund's or account's investors are only employees of
         AlphaOne and the employee(s) acknowledge such in writing.

Appendix B -- Exhibit H-1

further agree to continue to comply with all such policies and procedures, as they may be amended from time to time; and

3. If any of the representations set forth in 2(a) through (e) above ceases to be true, I will inform the Chief Compliance Officer of Adviser ("CCO") promptly, and unless otherwise notified by the CCO, will comply with the relevant Code requirements applicable to Access Persons(4), including the annual provision of this Certification; and

4. I recognize that once designated by the CCO as an Exempt-Access Person, I am exempt only from Section VIII of the Code, Pre-Clearance of Transactions in Covered Securities, with respect to any Covered Securities transaction until such time as I know at the time of the transaction or, in the ordinary course of fulfilling my official duties, should have known that, during "the 3-day period immediately before or after the date of the Covered Securities transaction", a client account purchased or sold the Covered Security, or the Adviser or any Adviser Affiliate considered purchasing or selling the Covered Security for a client account; and

5. I recognize that I am providing this certification in order to allow the CCO to consider my designation as an Exempt-Access Person.

6. I have read, understand and agree to abide by the Code, and in particular, those provisions of the Code relevant to Exempt-Access Persons.

Employee Signature: _________________________________________

Date of Submission: _________________________________________

--------------------------------------------------------------------------------
Received By                                    Reviewed By

Name:                                          Name:

Title:                                         Title:
--------------------------------------------------------------------------------
Signature:                                     Signature:

--------------------------------------------------------------------------------

Date Received:                                 Date Reviewed:

--------------------------------------------------------------------------------

Comments:                                      Comments:

Appendix B -- Exhibit H-2

EXHIBIT I

ALPHAONE INVESTMENT SERVICES, LLC

List of Affiliates of AlphaOne Investment Services, LLC and Mutual Funds Advised by Affiliates

I. Affiliates of AlphaOne Investment Services, LLC

1. AlphaOne Holdings, LLC

2. AlphaOne Capital Partners, LLC

3. AlphaOne Satori Management, LLC

4. AlphaOne Essentials Management, LLC

5. AlphaOne Fundamentals SCG Portfolio Management, LLC

6. AlphaOne Fundamentals MCC Portfolio Management, LLC

7. AlphaOne Redstone Management, LLC

8. AlphaOne Essentials SPV Management, LLC

II. Mutual Funds Advised by Affiliates (Effective as of April 1, 2011)

1. AlphaOne U.S. Equity Long Short Fund

2. AlphaOne Micro Cap Equity Fund

3. AlphaOne Small Cap Growth Fund Investor

Appendix B -- Exhibit I-1

EXHIBIT J

ALPHAONE INVESTMENT SERVICES, LLC

GUIDANCE NOTE -- SECTION VIII. PRE-CLEARANCE OF TRANSACTIONS IN COVERED
SECURITIES

                                   AlphaOne(TM) Capital Partners, LLC
Memo
                                   One Tower Bridge
To:   AlphaOne Associates          100 Front Street
                                   Suite 250
From: Kevin S. Lee-Crossett        West Conshohocken, PA 19428
                                   United States

Date: January 12, 201o
Office: 1 267 597 3888 Tel: +44 (0)79 5056 0326 Fax: 1 610 828 2049 www.alpha1capital.com

Fax: +44 (0)20 7990 9632
Email kscrossett@alpha1capital.com
kevinscrossett@aol.co.uk

Re: Guidance Note -- Section VIII. Pre-Clearance of Transactions in Covered Securities

This memorandum is intended to clarify the process by which transactions in "Covered Securities" are pre-cleared under AlphaOne's Code of Ethics ("Code").

Since we have a manual process at the moment given our relative size, I need your continued patience until we can acquire/develop a more efficient electronic process. However, I have attempted to simplify the trading process as follows (or at least make it as clear as possible as to what the pre-clearance process is):

1. Request to Pre-clear - Process. The Access Person who would like to execute a transaction in a Covered Security must send an email seeking approval for the transaction to:

a. the CCO at kcrossett@alpha1capital.com and cc: the Head Securities Dealer at tkraus@alpha1capital.com (or in his absence to Carlo Fitti at cfitti@alpha1capital.com and Don O'Hara at dohara@alpha1capital.com);

AND

b. EITHER:

i. the Senior Portfolio Manager (or the Co-Manager, if applicable), if the Access Person is a Research Analyst or a Portfolio Manager assigned to an investment team. However, if there is no Senior Portfolio Manager or Co- Manager, then the email must be sent to the CEO (or the COO in the CEO's absence) (for example, Dan Niles for the AlphaOne Satori Funds would be

Appendix H-2

required to get approval of the CEO, as there is no Co-Manager to approve any transaction in a Covered Security);

OR

ii. the CEO (or the COO in the CEO's absence), if the Access Person is NOT a Research Analyst or a Portfolio Manger assigned to an investment team.

2. Request to Pre-clear -- Format of Email. The Request to Pre-Clear Email must contain the following information:

a. Date of Proposed Transaction:

b. Name of Company:

c. Ticker Symbol:

d. Type of Order:

i. Buy

Appendix H-3

ii. Sell
iii. Exchange
iv. Tender
v. Other (Explain)

e. Number of Shares (Principle Amount):

f. Name of Broker/Dealer:

g. Name of Account:

h. Type of Account:

i. Individual

ii. Joint

iii. Other (Explain)

iv. Trust (Explain)

i. Acknowledgement that this transaction is for investment purposes and to the best of your knowledge will comply with the applicable personal trading provisions contained in the AlphaOne's Code of Ethics.

Alternatively, you can simply attach the Personal Securities Trading Request and Authorization Form provided in the Code to the email.

3. Pre-Clearance Approval.

The CCO will approve the transaction for that day based on receipt of confirmation from (a) the senior trader that there are no issues with respect to the trade and (b) the Senior Portfolio Manager's (or Co-Manager, if applicable) or CEO (or COO in the CEO's absence) approval of the transaction in the Covered Security.

Pre-approval is good for one day only and will be confirmed by the CCO in an email to the Access Person.

The Access Person DOES NOT have to complete a Personal Securities Trading Request and Authorization Form if the email provides for the detail noted above, and the CCO will maintain an electronic record of all pre-approved trades.

4. Confirmation of Trade. The Access Person should confirm the execution of the trade in the Covered Security in an email to the CCO.

5. Blackout Period.

Appendix H-4

No Covered Security transactions of an issuer are permitted within three (3) trading days before or after a purchase or sale order has been placed and/or executed for a client over which the Access Person has Investment Control or assists with Investment Control and has direct knowledge of such purchase or sale or such purchase or sale order.

As AlphaOne's four investment teams only have access to records relating to their security trades, a personal trade by a member of one investment team that has been pre-approved should not have any effect on another investment team's trading on behalf of its clients. The sharing of investment research, but not security trading information, between the investment teams should not compromise this conclusion. However, investment research produced by members of AlphaOne's investment teams should be available to be acted upon by AlphaOne on behalf of clients first prior to being used for personal trading purposes.

5. Periodic Reporting Obligations.

Access Persons will have to continue to provide Initial/Annual Certification of Compliance with the Code; Initial/Annual Disclosure of Holdings and Brokerage Accounts; and Quarterly Personal Transaction Reports as noted in the Code.

Attached is a table which provides an overview of requirements for transaction pre-clearance, quarterly transaction reporting and annual holdings reporting. If a security or transaction is not listed, assume that pre-clearance, quarterly transaction reporting and annual holdings reporting are required.

Please do not hesitate to contact me at +44 (0) 79 5056 0326 (or by e-mail at kcrossett@alpha1capital.com and/or kevinscrossett@aol.co.uk) if you have any questions or require further information.

Attachment

Appendix H-5

                                                                    Daily         Quarterly
                                                                    Transaction   Transaction Annual Holdings
                                                                    Pre-Clearance Report    Report
------------------------------------------------------------------- ------------- --------- -----------------
Transactions and Holdings Exempt From Pre-Clearance and
Reporting
------------------------------------------------------------------- ------------- --------- -----------------
Direct Obligations of US Government                                 No            No        No
------------------------------------------------------------------- ------------- --------- -----------------
Money Market Instruments (bank certificates of deposit, bankers
acceptances, commercial paper, repurchase agreements and other
high-quality short-term debt instruments which have a maturity at
issuance of less than 366 days and that are rated in one of the two
highest-rating categories by a nationally recognized rating
organization)                                                       No            No        No
------------------------------------------------------------------- ------------- --------- -----------------
Money Market Mutual Funds                                           No            No        No
------------------------------------------------------------------- ------------- --------- -----------------
Open-end Mutual Fund Shares                                         No            No        No
------------------------------------------------------------------- ------------- --------- -----------------
Unit Investment Trust Shares (Invested in Open-end Mutual Fund)     No            No        No
------------------------------------------------------------------- ------------- --------- -----------------
Transactions Exempt From Pre-Clearance and Quarterly Reporting
------------------------------------------------------------------- ------------- --------- -----------------
Securities in Accounts Managed by Others Over Which You Have No
Control                                                             No            No        Yes
------------------------------------------------------------------- ------------- --------- -----------------
Securities Purchased Through an Automatic Investment Program        No            No        Yes
------------------------------------------------------------------- ------------- --------- -----------------
Shares Purchased Through a Dividend Reinvestment Program            No            No        Yes
------------------------------------------------------------------- ------------- --------- -----------------
Transactions Exempt from Pre-Clearance Only
------------------------------------------------------------------- ------------- --------- -----------------
Index Linked Futures, such as those linked to the S&P 500, S&P 400
and Russell 2000 Indexes                                            No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Exchange Traded Funds, such as SPY, IWN, IWD, and IJH, and Puts
and Calls Thereon                                                   No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Exchange Traded Futures Contracts on US Government Securities       No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Exchange Traded Euro Futures Contracts                              No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Exercise of Rights Issued Pro-Rata                                  No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Exchange Traded Derivatives on Non-Equity Securities                No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Commodity Contracts and Derivatives                                 No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Closed-End Funds                                                    No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Foreign Exchange Contracts and Derivatives                          No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------
Securities issued by SICAVs and OEICS                               No            Yes       Yes
------------------------------------------------------------------- ------------- --------- -----------------







                                  Appendix H-6

                                                                      Daily         Quarterly
                                                                      Transaction   Transaction Annual Holdings
                                                                      Pre-Clearance Report    Report
--------------------------------------------------------------------- ------------- --------- -----------------
Exchange Traded Notes                                                 No            Yes       Yes
--------------------------------------------------------------------- ------------- --------- -----------------
Transactions and Holdings Subject to Pre-Clearance, Quarterly
Transaction Reporting and Annual Holdings Reporting
--------------------------------------------------------------------- ------------- --------- -----------------
Voluntary Exercise of Options                                         Yes           Yes       Yes
--------------------------------------------------------------------- ------------- --------- -----------------
Sale of Shares Acquired Through a Dividend Reinvestment Program
(unless shown above as exempt from annual holdings reporting)*        Yes           Yes       N/A
--------------------------------------------------------------------- ------------- --------- -----------------
Sales of Securities Acquired Through an Automatic Investment
Program (unless shown above as exempt from annual holdings
reporting)*                                                           Yes           Yes       N/A
--------------------------------------------------------------------- ------------- --------- -----------------
Corporate Bonds                                                       Yes           Yes       Yes
--------------------------------------------------------------------- ------------- --------- -----------------
Common Stocks                                                         Yes           Yes       Yes
--------------------------------------------------------------------- ------------- --------- -----------------
Futures Linked to Individual Stocks                                   Yes           Yes       Yes
--------------------------------------------------------------------- ------------- --------- -----------------
Charitable Donations or other Gifts of Securities.
Note: If the timing of the transfer date is beyond the employee's
control (and therefore risks falling outside of the three-day pre-
clearance window), the employee should use the date that the
irrevocable commitment is made to donate or gift the securities
(e.g., date that instructions are mailed to broker) as the trade date
when reporting the transaction                                        Yes           Yes       N/A
--------------------------------------------------------------------- ------------- --------- -----------------
Other Securities Not Specifically listed Above                        Yes           Yes       Yes
--------------------------------------------------------------------- ------------- --------- -----------------

IMPORTANT REMINDERS:

Pre-clearance is granted for a maximum of one business day.

Personal trades that are pre-cleared can still result in potential conflicts with trades in clients' accounts. Pre-clearance helps avoid many potential conflicts, but the nature of securities markets makes it impossible to implement a comprehensive automated process. You are personally responsible for avoiding any conflicts with client portfolios for which you make or help make investment recommendations. Receiving pre-clearance for a trade does not relieve you of that responsibility.

Appendix H-7