Exhibit (p)(2)

2. RIA Compliance Manual: Code of Ethics

2.1. (RIA) Code of Ethics: Introduction

All Associates (as defined on the following screen) have an obligation to comply with applicable federal and state securities laws, rules and regulations. This Code of Ethics (the “Code”), adopted by M Holdings Securities, Inc. (“M Securities”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), sets forth certain business standards for all Associates, as well as personal securities transaction reporting requirements for Access Persons (as defined later). M Securities reserves the right to revoke, modify, interpret, and apply this Code and its guidelines, policies or procedures at its sole discretion.

If an Associate acts in a manner contrary to the Code, he or she could be subject to disciplinary action or the termination of his or her association with M Securities. If an Associate believes that another Access Person has violated the Code, he or she is required to report it to his or her Supervisor. If an Access Person is uncomfortable reporting the activity to his or her Supervisor, then he or she should contact the Chief Compliance Officer (“CCO”) at 800.656.6960. Each Supervisor who receives such a report is responsible to promptly provide a copy of each such report to the CCO. Neither M Securities nor any of its Associates may retaliate against a person for reporting such activity.

Please note that the Code does not attempt to anticipate every ethical dilemma that Associates may face. If guidance is needed or questions surface about how to interpret the Code, Associates should contact their Supervisor or the Compliance Department at 888.520.6784.

Definitions

As used in this Code of Ethics, the term “Associate” includes all “supervised persons” of the investment advisory business of M Securities. A supervised person is:

In essence, an Associate is any individual associated with M Securities’ investment advisory business, including Access Persons, IARs and persons performing clerical and administrative functions in the Portland office or a branch office.

The term “Access Person” means any Associate who meets one or more of the following criteria:

In essence, an Access Person is anyone who has access to a Client’s financial information. In cases where such information is accessible through Client files, shared databases, etc. by everyone at a particular office location, each person with such access is deemed to be an Access Person.

2.2. (RIA) Code of Ethics: Fiduciary Obligation

The Code is predicated on the principle that M Securities and each Associate owe a fiduciary duty to its Clients.¹ Accordingly, Associates must avoid activities, interests and relationships that run contrary (actually or potentially) to the best interests of Clients. At all times, M Securities and its Associates are required to:

Additionally, all Access Persons must review and abide by the Personal Securities Transaction Policy.

2.3. (RIA) Code of Ethics: Guiding Principles and Standard of Conduct

All Associates of M Securities are required to act with competence, dignity, integrity, and in an ethical manner when dealing with Clients, the public, prospects, third-party service providers and fellow Associates. The following set of principles frames the professional and ethical conduct that M Securities expects from its Associates:

2.4. (RIA) Code of Ethics: Access Person Reporting Requirements:

Explanation

Each Access Person must submit reports to M Securities Compliance of:

The term “Reportable Securities” excludes the following types of securities:

M Securities Compliance will sample, on a periodic basis, reports to ensure that reporting timelines are being met.

2.5. (RIA) Code of Ethics: Access Person Reporting Requirements:

Holdings Reports

All Access Persons are required to report initial and annual holdings in Reportable Securities to M Securities, as follows:

*Holdings Reports must be submitted manually (in written or electronic format) and must contain the date the Access Person submitted the report to M Securities. However, Access Persons may attach to the report copies of duplicate statements for the relevant time period, provided that (i) all the Access Persons’ holdings are disclosed on such statements, and (ii) the statement is submitted prior to the relevant deadline (see above).¹ If the Access Person holds Reportable Securities outside of such brokerage accounts, the manual Holdings Report must include the required information (see below) with respect to each such Reportable Security.

Each Holdings Report must contain:

¹ Use the M Securities Outside Brokerage Accounts form available on the M Securities website, unless statements are already received by M Securities.

2.6. (RIA) Code of Ethics: Access Person Reporting Requirements:

Quarterly Transaction Requirements

All Access Persons are required to report personal securities transactions in Reportable Securities to M Securities on a quarterly basis. The Transaction Reports must be delivered to M Securities within 30 calendar days after the end of the quarter for which the report is made, and each report must contain the following information with respect to each Reportable Security:

*An Access Person does not need to submit a Transaction report if such report would duplicate information contained in duplicate confirmations or account statements that are delivered to M Securities, provided that (i) the confirmations or statements are received by M Securities no later than 30 calendar days after the end of the applicable quarter, and (ii) the confirmations or statements contain all of the required information noted above— other than the date the report was submitted. If the Access Person engages in a personal securities transaction in a Reportable Security for which a confirmation or statement is not so delivered to M Securities, a manual Transaction Report must be submitted with respect to each such Reportable Security.

2.7. (RIA) Code of Ethics: Access Person Reporting Requirements:

Exceptions to the Reporting Requirements

An Access Person is not required to submit:

The CCO will determine on a case-by-case basis whether an account or transaction qualifies for either of these exceptions.

2.8. (RIA) Code of Ethics: Access Person Reporting Requirements:

Beneficial Ownership

Access Persons are considered to have beneficial ownership of securities if they have or share a direct or indirect beneficial interest in the securities. Access Persons have a beneficial interest in a security if they have the ability to directly or indirectly profit from a transaction in such security.

Examples of a beneficial interest in securities include the following:

An Access Person does not have a beneficial interest in securities held by entities in which he or she holds an equity interest (e.g., the portfolio holdings of a mutual fund of which an Access Person owns shares) unless he or she is a controlling equity holder or shares investment control over the securities held by the entity.

The following circumstances constitute beneficial ownership by an Access Person of securities held by a trust:

2.9. (RIA) Code of Ethics: Access Person Reporting Requirements:

Member Firm Reporting Requirements and Procedures

Member Firm Principals registered with M Securities in any capacity are responsible for continuously and immediately reporting all new Associates to M Securities and maintaining a current list of Access Persons as they are hired or terminated or an existing employee’s status changes.

2.10. (RIA) Code of Ethics: Personal Securities Transactions Policy:

Activities Requiring Pre-Approval

Access Persons and their immediate family must obtain prior written authorization from the CCO before they directly or indirectly acquire beneficial ownership in a security through a private placement offering. With respect to offerings of private placement variable life insurance, the CCO has granted such prior approval.

Access Persons are prohibited from purchasing IPOs.

Access Persons must obtain prior written authorization from the CCO before entering into a trustee relationships involving a Client.

2.11. (RIA) Code of Ethics: Diversion of Firm Business or Investment Opportunity

No Associate may acquire, or receive personal gain or profit from, any business opportunity that comes to his or her attention as a result of his or her association with M Securities and in which he or she knows M Securities might be expected to participate or have an interest, without disclosing in writing all necessary facts to the CCO, offering the particular opportunity to M Securities, and obtaining prior written authorization to participate from the CCO.

2.12. (RIA) Code of Ethics: Loans

No Associate may borrow funds from, or become indebted to, any person, business or company having business dealings or a relationship with M Securities, except with respect to customary personal loans (e.g., home mortgage loans, automobile loans, lines of credit, etc.), unless the arrangement is disclosed in writing and receives prior approval from the CCO. No Associate may use M Securities’ name, position in a particular market or goodwill to receive any benefit on loan transactions without the prior express written consent of the CCO.

2.13. (RIA) Code of Ethics: Dealings with Government and Industry Regulators

M Securities’ policy forbids payments of any kind by its Associates to any securities regulator from any governmental entity or self-regulatory organization (domestic or abroad). Political donations made in accordance with applicable governing law are not restricted under this policy.

It is expected and required that all Associates fulfill their personal obligations to governmental and regulatory bodies. Those obligations include the filing of appropriate federal, state and local tax returns, as well as the filing of any applicable forms or reports required by regulatory bodies.

All Associates are required to cooperate fully with management in connection with any internal or independent investigation and any claims, actions, arbitrations, litigations, investigations or inquiries brought by or against M Securities. Associates are required, if requested, to provide M Securities with reasonable assistance, including, but not limited to, meeting or consulting with M Securities and its representatives, reviewing documents, analyzing facts and appearing or testifying as witnesses or interviewees or otherwise.

2.14. (RIA) Code of Ethics: Public Office

Associates may hold a public office if it does not in any way conflict with M Securities’ business. The holding of a public office must be disclosed to M Securities.

2.15. (RIA) Code of Ethics: Protection of M Securities’ Name

Associates should understand that M Securities’ name, reputation and credibility are valuable assets and must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized use of M Securities’ name in any manner that could be misinterpreted to indicate a relationship between M Securities and any other entity or activity.

2.16. (RIA) Code of Ethics: Associate Involvement in Litigation or Proceedings

Associates must advise the CCO immediately if they become involved in or threatened with litigation or an administrative investigation or proceeding of any kind, are subject to any judgment, order or arrest, or are contacted by any regulatory authority.

2.17. (RIA) Code of Ethics: Gifts, Non-Cash Compensation, and Business Entertainment Expenses

The policies and procedures contained in Section 17 of the M Securities Broker/Dealer Compliance Manual regarding Gifts and Gratuities, Non-Cash Compensation, and Business Entertainment Expenses are expressly applicable to Associates in their capacities as Associates of the M Securities RIA. Additionally, Associates are prohibited from:

2.18. (RIA) Code of Ethics: Provision of Political Contributions ("Pay to Play")

Background

SEC Rule 206-4-(5) seeks to protect the beneficiaries of invested state and municipal assets, such as state and municipal pension plans and their participants, by curtailing the ability of investment advisers to use political contributions to influence those governmental officials responsible for the hiring of investment advisers, otherwise known as pay-to-play practices.

It should be noted that M Securities client base includes few if any governmental clients.

Reporting Requirements & Exemptions

M Securities' IARs and officers of M Securities (“Covered Associates”) are responsible for reporting political contributions to political candidates representing State, local or sub-sections of State and local governments by completing and submitting the M Securities Political Contribution Reporting Form that is available on the M Securities website.

The reporting requirement also extends to situations where Associated Persons solicit any person or political action committee to specifically direct funds to a State or local candidate.

Billing Restrictions

Contributions by an Associate of M Securities to a candidate described above will result in a restriction from any Associate charging for the provision of investment advisory services to the governmental entity represented by that candidate for the period of two years from the date of the contribution, regardless if the Associate seeking to establish an account provided the contribution or not.

M Securities Compliance reviews the Political Contribution forms to identify possible exemptions to the rule. In the event that an exemption cannot be identified, a Compliance Officer will contact the IAR of record and the client to inform them that fees will not be charged.

2.19. (RIA) Code of Ethics: Provision of Political Contributions("Pay to Play"): Compliance

M Securities Compliance must:

1.         Obtain from each new Covered Associate a completed Political Contribution form for each contribution made to an Official within the past (i) 6 months, or (ii) 2 years if the Covered Associate solicits clients on behalf of M Securities.

2.         Make and maintain a current list of RIA clients that (i) Government Entities to which M Securities provides, or seeks to provide, investment advisory services; and (ii) Officials of each such Government Entity.

4.         Review each completed Political Contribution form for compliance with the Policy or eligibility for exemptions and compare reported contributions that do not meet exemptions to Rule 206-4-(5) to a report listing governmental clients that have established an investment advisory account. Compliance will inform the IAR of record if an account they have established and is restricted from charging investment advisory fees.

5.         Ensure that each Covered Associate represents in writing, at least annually, that he/she has made no political contributions to Officials that were not reported to Compliance on a Political Contribution form.

6.         Review M Securities and branch office records to confirm that accounts restricted from billing for investment advisory fees have not billed for such fees.

2.20. (RIA) Code of Ethics: Disclosure

M Securities describes the Code in Part 2 of its Form ADV and, upon request, will furnish Clients with a copy of the Code.

2.21. (RIA) Code of Ethics: Recordkeeping

M Securities shall maintain the following records in the manner and to the extent required pursuant to Rule 204-2(a) (12):

2.22. (RIA) Code of Ethics: Responsibility

The CCO will be responsible for administering the Code. All questions regarding the Code should be directed to the CCO.

Representatives as Trustees:

Definitions:

Policy Regarding M Securities Approval of Representative Participation as a Trustee:

Should the dissolution of a marriage by the Grantor or the Trustee result in a discontinuation of a familial relation between the Grantor and the Representative who is acting as the Trustee, the Representative must seek a new approval to continue acting as Trustee for a Substantial Personal Relationship Trust, in the event they wish to continue as the Trustee.

In the event a Representative is approved by M Securities Compliance as a Substantial Personal Relationship Trustee, participation in transaction activities related to a securities account not held at M Securities would involve participation in Private Securities Transactions, requiring written disclosure to the Representative’s Supervisory Principal and written approval from the Supervisory Principal prior to each transaction. Further, any private placement products or other securities not listed on an exchange must be approved in advance or purchase by M Securities.

Given this, and the potential conflicts and oversight involved, Representative participation in Private Securities activities as Trustees for a Substantial Personal Relationship trust will not generally be approved outside of temporary circumstances noted below. Subaccount reallocations, withdrawals, deposits, etc., all qualify as transaction related activity in addition to stock and bond trades.

Approval for Substantial Personal Relationship Trustee activities will not be provided unless a contingent or joint Trustee has been appointed who is capable of taking over full Trustee duties, and no Private Securities Transaction activity is contemplated. In the event that a Private Securities Transaction must take place to meet the needs of the Trust at a later date, the Representative will need to resign as Trustee to avoid participation in a Private Securities Transaction, and must notify M Securities of this action.

Should the contingent or joint Trustee resign or become incapable of acting as Trustee, a new contingent Trustee must be appointed as soon as practicable, but in no case later than one month from the time the vacancy was created. In this case, M Securities may consider Private Securities Transaction review and approval for this limited interim period of time, with the Representative responsible for legal costs necessary to review any non-registered products from a due diligence perspective, in addition to determining if the transactions are suitable for the client.

Failure to follow the above requirements may result in a referral of the case to the M Securities Business Conduct Committee for consideration of disciplinary action.

Written Supervisory Procedures

In order for M Securities to consider approval of the Representative acting as a Trustee on behalf of a Family Related Trust, the Representative must complete the Trustee section of the M Securities Disclosure of Interest Form specific to Family Trustee activities.

Annual completion of the Family Related Trust Attestation will also be required in order to for the Representative to continue servicing the Trust as the Trustee.

In order to consider approval of the Representative acting as a Trustee on behalf of a Personal Relationship Trust, the following information must be provided by the Representative along with a completed M Securities Disclosure of Interest Form to the following email address: compliance@mfin.com:

A signed and completed copy of the Substantial Personal Relationship Trustee Activity Attestation.

Please note that approvals of this type will only be approved if a compelling reason exists for the Representative to act in a Substantial Personal Relationship Trustee capacity. M Securities Chief Compliance Officer will generally review requests to participate in Substantial Personal Relationship Trusts. The Representative should contact the Chief Compliance Officer prior to submission of materials to discuss the circumstances of the request..

Additional requirements regarding approval of Family Related Trustee Activity

Additional considerations that will influence approval of Substantial Personal Relationship Trusts and continued permission of the relationship are as follows:

2.23. (RIA) Code of Ethics: Prohibited Acts Related to Personal Trading

2.24. (RIA) Code of Ethics: Review of Holdings Reports and Transaction Reports

Holdings and Transaction reports are reviewed by Compliance Associates to determine analyze trading patterns that may indicate potential violations.

2.25. (RIA) Code of Ethics: Recording of Code of Ethics Violations

In the event that a violation of the Code of Ethics is detected, it will be reported to the CCO or designate on the Code of Ethics Violation Report. Violations of the Code will be reviewed by the CCO as they occur. If violations cause serious concern, the CCO will bring the issue to the M Securities Business Conduct Committee for review. Detail regarding Code of Ethics violations will be attached to the 206(4)-7 report for review by senior management.

2.26. (RIA) Code of Ethics: Code of Ethics Acknowledgement

Promptly after receiving a current version of the Code of Ethics or any amendment thereto, an Associate must complete an Acknowledgement Form to memorialize the fact that he or she has received the Code of Ethics or amendment and submit such Acknowledgment Form to M Securities.