Code of Ethics

Dated

March 24, 2023

11150 Santa Monica Blvd., Suite 320 Los Angeles, CA 90025 6001 Shady Oak Road, Suite 200 Minnetonka, MN 55343

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Table of Contents

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Explanatory Notes:

I. Preamble

This Code of Ethics (the “Code”) was adopted to effectuate the purposes and objectives of Sections 204A, 204A-1, 204-2 and 206 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Company Act”). Section 204A requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, non-public information by investment advisers. Rule 204A-1 of the Advisers Act requires all investment advisers to adopt a written Code of Ethics that must include the following items at a minimum:

Rule 204-2 of the Advisers Act imposes record keeping requirements with respect to investment advisers’ Code of Ethics and personal securities transactions of Supervised Persons employed by the Firm and related parties. Section 206 of the Advisers Act makes it unlawful for any investment adviser, by use of the mails or any means or instrumentality of interstate commerce, directly or indirectly to:

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The CCO will be responsible for reviewing this Code periodically, but not less than annually, and making amendments as needed. The CCO will periodically report to the Firm’s Board of Managers to document compliance with this Code. As an investment adviser to a mutual fund, the Firm’s Code must be approved by the mutual fund’s governing board. For any mutual fund to which the Firm provides investment advisory services, the Firm will submit a copy of the Code for approval by the mutual fund’s governing board:

II. Statement of General Principles

The Firm is dedicated to providing effective and professional investment advisory services to its clients and is dependent upon a high level of public and client confidence for its success. That confidence can only be maintained if the Firm’s Supervised Persons observe the highest standards of ethical behavior in the performance of their duties. The Firm has the obligation to exercise its authority for the benefit of its clients, to place the interest of its clients before its own and to refrain from having outside interests that conflict with the interests of its clients. The Firm and its Supervised Persons must avoid any circumstances that might adversely affect or appear to affect the Firm’s duty of complete loyalty to clients.

While it is not possible to specifically define and prescribe rules regarding all possible cases in which conflicts might rise, this Code is designed to set forth the Firm’s policy regarding Supervised Persons’ conduct in those situations in which conflicts are most likely to develop. Supervised Persons should keep in mind the following fundamental fiduciary principles that govern their activities:

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These principles govern all conduct by Supervised Persons whether or not such conduct is covered by specific procedures. Failure to comply with these general principles may result in disciplinary action including, but not limited to, termination of employment.

All directors and officers of the Firm-managed mutual funds (“Manager Directed Portfolios”) that are not Supervised Persons of the Firm are not covered by this Code. They are covered by Manager Directed Portfolios’ Code of Ethics which is administered by Manager Directed Portfolios’ Chief Compliance Officer.

III. Scope of the Code

III.A. Persons Covered by the Code

All employees are considered Supervised Persons of the Firm and are subject to the Code. The CCO or the compliance designee will maintain a dated list of all Supervised Persons and Access Persons.

III.B. Securities Covered by the Code

A Covered Security includes exchange traded funds as well as any instrument that is considered a security as defined by Section 202(a) (18) of the Advisers Act with the exception of the following:

Exhibit B provides examples of Covered Securities.

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III.C. Accounts Covered by the Code

An account in which a Supervised Person has a beneficial ownership interest as that term is defined in Rule 16a-1(a) (2) of the Securities Exchange Act of 1934. For purposes of our application, this includes accounts that can transact business in securities covered by the Code and includes not only the Supervised Persons themselves, but also includes their spouses, children and immediate family members sharing the same household, and any partnership, trusts, estates, etc. in which any of them has an interest. Supervised Persons are required to notify Compliance prior to or at the time of establishing a new Covered Account or the closing of an existing Covered Account. Exhibit B provides examples of Covered Accounts.

IV. Personal Securities Transactions

IV.A. Policy

It is the Firm’s policy not to permit its Supervised Persons or their immediate family members to benefit from trades executed for its clients at the expense of its clients. However, the Firm does allow Supervised Persons and their immediate family members to own and transact securities in which the Firm transacts for client accounts subject to the rules outlined here. The Firm believes such a policy creates a commonality of interest between its clients and its Supervised Persons.

The Firm requires that all Supervised Persons strictly comply with the following policies and procedures regarding personal securities transactions. Exceptions to the procedures require the written pre-approval of the CCO. Supervised Persons found to be out of compliance are subject to disciplinary action including, but not limited to, termination of employment. If the Firm becomes aware of material, non-public information about the issuer of underlying securities, Supervised Persons may find themselves “frozen” in a position in a security. Should this occur the Firm will not bear any losses resulting in a Covered Account due to the implementation of this Policy.

IV.B. Preclearance Procedure

A Supervised Person may acquire a direct or indirect beneficial ownership interest in Covered Securities only if the Supervised Person obtains the prior written, including via email, approval of the CCO or the compliance designee. A preclearance is effective until the close of trading the following business day after approval is granted. If the preclearance request is made after the close of the stock market, the approval is effective for two business days after the approval is granted. Preclearance in no way absolves the Supervised Person of the obligation to abide by the provisions, principles, and objectives of this Code. The Firm’s preclearance request checklist for use by the CCO or the compliance designee is attached as Exhibit D and Exhibit E to this Code.

IV.C. Exceptions to Preclearance

Securities not included in the definition of a Covered Security are not subject to the preclearance requirement because certain types of Covered Securities do not present the opportunity for the type of improper trading activities this Code is designed to prevent. The following transactions in Covered Securities are excluded from the preclearance rules and review:

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IV.D. Preclearance Rules and Trade Activity Review

The following rules provide the basis for approval or denial decisions granted by the CCO or the compliance designee when personal securities transactions in Covered Security transactions are submitted for review.

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The CCO may grant exceptions to the short-term trading restriction in extraordinary circumstances. Any requests for an exception to the short-term trading restriction must be submitted to the CCO or the compliance designee in writing. The purchase and/or sale of option contracts may not be used to circumvent this restriction. The exceptions to Covered Securities as identified in IV.C. are not subject to this prohibition.

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Exhibit B provides examples of Covered Securities and requirements for preclearance review. All Covered Securities, unless noted as an exception from preclearance in IV.C, are subject to the aforementioned preclearance rules. Supervised Persons are responsible for ensuring that all Covered Securities transactions abide by these preclearance rules.

V. Reporting Requirements

Each Supervised Person shall instruct each broker, dealer and/or bank to supply the Compliance Department with duplicate copies of all Covered Securities trade confirmations and account statements for Supervised Person-related accounts and beneficial ownership accounts no later than 30 days after each calendar quarter. The aforementioned preclearance rules (IV.D) are the basis for the trade activity review of these duplicate confirmations and account statements.

The following reports shall be treated confidentially, but are open to inspection by the Firm’s legal counsel and the staff of the Securities and Exchange Commission upon request and as required by law.

V.A. Initial/Annual Holdings Report

Upon employment, Supervised Persons are asked to report in writing (1) all personal security holdings held in Supervised Person-related accounts that contain securities; (2) the account registrations, account numbers, and names of each broker, dealer and/or bank where the accounts are maintained; and (3) identify Supervised Person-related accounts. New Supervised Persons will be given ten days to sell any Covered Securities they wish to sell as a result of a review of this Personal Securities Transactions Policy. The Initial Holdings Report is due no later than 10 days from the Supervised Person’s first day of employment. See Exhibit F for a copy of this report.

The Annual Holdings Report is required annually and is due within 30 days of adoption of the revised Code. This report coincides with the Quarterly Transactions Report listed in V.B. below.

Supervised Persons with non-discretionary accounts for which there is no direct or indirect influence or control (i.e. managed accounts), will be required to certify annually that those accounts remain non-discretionary.

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V.B. Quarterly Transactions Report

On a quarterly basis, Supervised Persons shall report in writing (1) all personal security transactions that occurred in Supervised Person-Related Accounts and Beneficial Ownership Accounts involving Covered Securities were submitted for preclearance; and (2) the account registrations, account numbers, and names of each broker, dealer and/or bank that contain securities remain accurate; and (3) identify new Supervised Person-related accounts that contain securities opened during the quarter if omitted.

Even if a Supervised Person did not execute Covered Securities transactions or own securities accounts for the quarter, he or she must complete the report. Quarterly reports must be submitted to the compliance designee no later than 30 days after the end of each calendar quarter. If that day is not a business day, then the quarterly report shall be submitted no later than the first business day thereafter. See Exhibit G for a copy of this report.

V.C. Initial/Annual Certification of Compliance

Upon commencement of employment or appointment as a Supervised Person of the Firm, each Supervised Person shall certify that he or she has received, read, and understands the Code along with the other certifications outlined. The Initial Certification of Compliance is due no later than 10 business days from the Supervised Person’s first day of employment or appointment as a Supervised Person.

The Annual Certification of Compliance is required at least annually and is due within 30 days of adoption of the revised Code. See Exhibit H for a copy of this report.

V.D Reporting Violations

If a Supervised Person becomes aware of any violations of the Code, he or she shall promptly report the violation to the CCO or the compliance designee. Any retaliation for the reporting of a violation under the Code shall constitute a violation of the Code.

V.E. Review of Reports and Preclearance Forms

The CCO or the compliance designee shall be responsible for promptly reviewing all preclearance forms, the items identified in Section V, as well as any other documents deemed necessary to ensure compliance with this Code. On a quarterly basis, the CCO or the compliance designee shall report to the Board of Managers all material violations and sanctions imposed in response to those violations that occurred during the previous quarter pursuant to the Code. The CCO or the compliance designee shall prepare a written report to the governing board of any investment company for which the Firm acts as adviser or sub-adviser (or as otherwise directed by the governing board’s representative) that shall include information about any material violations and sanctions imposed in response to those violations that occurred during the prior calendar year or other reporting period requested by the investment company. If appropriate, the CCO shall certify to the governing board of any investment company for which the Firm acts as adviser or sub-adviser that the Firm has adopted procedures reasonably necessary to prevent its Supervised Persons from violating its Code.

V.F. Sanctions

The sanctions for violations of the Code may include, but are not limited to, any or all of the following: (1) a letter of censure, (2) a fine, (3) temporary or permanent suspension of trading for any Supervised Person-related accounts or beneficial ownership accounts, (4) temporary suspension of employment, (5) termination of employment, (6) disgorgement of any ill-gotten profits or avoidance of losses, and/or (7) any other sanction deemed appropriate by the Firm’s CCO and Mar Vista’s Board of Managers.

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V.G. Retention of Records

The CCO or the compliance designee shall maintain, in an easily accessible place, the following records:

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EXHIBIT A – Definitions

“Access Persons” – Any Supervised Person who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. All directors, officers and partners of an Adviser are presumed to be Access Persons. Members who do not have access to the information or responsibilities defined above are excluded as Access Persons of Mar Vista.

“Advisory Person of a Fund or Fund’s Investment Adviser” – Any director, officer, general partner or employee of the Fund or Adviser (or of any company or natural person in a control relationship to the Fund or Adviser) who makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Fund or whose functions relate to the making of any recommendations with respect to such purchases or sales.

“Automatic Investment Plan” – A program in which regular periodic purchases or withdrawals are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan.

“Beneficial Ownership” – An individual or group of individuals that, either directly or indirectly, has the power to vote or influence the transaction decisions regarding a specific security or account.

“CCO” – refers to the Chief Compliance Officer of the Firm.

“Client” or “Client Account” – refers to any fund or account where the Firm serves as general partner, investment adviser, or sub-adviser; where the Firm is the investment adviser to a Fund, the Fund – not any fund investor – is our client.

“Compliance designee” – refers to the qualified designee identified by the CCO to execute some of the Compliance Department’s daily responsibilities.

“Covered Accounts” – All accounts that can transact in Covered Securities (as defined below) in which any Supervised Person, their spouse or members of their immediate family who share the same household, has an interest or beneficial ownership. Beneficial ownership includes having any direct or indirect financial interest in an account – including an account with a financial institution or a 401(k) plan (that includes Directed Brokerage or the ability to invest in Firm-advised mutual funds) or other employee benefit account – regardless of the name in which the account is held. Beneficial ownership also includes having any discretionary control over the purchase or sale of Covered Securities in any such account. Please see exhibit B for additional information.

“Covered Securities –Investments in securities, as defined in Section 202(a)(18) of the Advisers Act, which includes all types of equity and debt investments (including investments in a related security, such as an option), with the exception of the following securities:

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If changes to these lists occur between updates to the Code, the compliance designee will communicate such changes in writing to all Supervised Persons.

Note Related to Futures. Although futures are not “securities,” certain futures instruments could be used in certain investment strategies for Client accounts. Accordingly, they are subject to the reporting requirements of the Code. The Compliance Department will periodically review any futures trading for abuses and conflicts and reserves the right to subject such trades to preclearance and other requirements.

“Directed Investment” – refers to the opportunity within a 401k plan in which plan participants could invest directly in securities (i.e. equities) as well as from a menu of mutual funds.

“Federal Securities Laws” – Securities Act of 1933; Securities Exchange Act of 1934; Sarbanes Oxley Act of 2002; Investment Company Act of 1940; Investment Advisers Act of 1940; Title V of the Gramm-Leach-Bliley Act and any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the Commission or the Department of the Treasury.

“Firm” – refers to Mar Vista Investment Partners.

“Fund” – Investment company registered under the Investment Company Act of 1940.

“Initial Public Offering” – An offering of securities registered under the Securities Act of 1933, the issuer of which immediately before registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

“Investment Personnel of a Fund or of a Fund’s Investment Adviser” – Any employee (or natural person who controls the Fund or Adviser) who makes or participates in making recommendations regarding the purchase or sale of securities by the Fund.

“Limited Offering” – An offering exempt from registration under the Securities Act of 1933 as such terms are used in the Code, “Private Placements” and “Limited Partnerships” are Limited Offerings.

“Reportable Fund” – Any Fund for which the Adviser serves as investment adviser as defined in the Investment Company Act of 1940. Any Fund whose investment adviser controls, is controlled or is under common control with the Adviser.

“Supervised Person” – Any partner, officer, director (or other person occupying similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.

“Third Party Manager Account” – A Covered Account where a third party has investment management discretion regarding securities transactions pursuant to a written, executed investment management or advisory agreement addressing the Covered Account. Whether a Covered Account is considered a Third-Party Manager Account rests in the discretion of the CCO or the compliance designee. No Supervised Person shall consider a Covered Account to be a Third Party Manager Account until written approval from the Compliance Department has been granted. The Compliance Department reserves the right to revoke its approval of a Third Party Manager Account at any time, for any reason.

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EXHIBIT B – Reference Charts for Covered Accounts and Covered Investments

The following chart contains many of the common investment account types, though it is not all–inclusive.

Remember that the Code provisions apply not only to Supervised Persons themselves, but also to:

Beneficial ownership includes having any direct or indirect financial interest in an account – including an account with a financial institution or 401k plan or other employee benefit account – regardless of the name in which the account is held. Beneficial ownership also includes having any discretionary control over the purchase or sale of Covered Investments in any such account.

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The following chart contains many of the common investment instruments, though it is not all-inclusive.

It is important to note that all covered securities (III.B), excluding those listed as exceptions to the preclearance rules and review (IV.C) are subject to all the preclearance rules (IV.D).

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EXHIBIT C – Insider Trading

The Firm’s policy is that no Supervised Person may engage in what is commonly known as insider trading. Specifically, the Firm prohibits securities trading, either personally or on behalf of others (including client accounts) on the basis of material non-public information and communicating material non-public information to others. Further, the Firm prohibits its Supervised Persons from engaging in rumor mongering, the circulation of rumors, or forwarding unsubstantiated statements that may perpetuate the potential for insider trading. This policy extends to activities within and outside the Firm.

Definition of Insider Trading

The term insider trading is not defined in federal securities laws, but generally is used to refer to the use of material non-public information to trade securities (whether or not one is an insider) and the communication of material non-public information to others. The law concerning insider trading is generally understood to prohibit trading by an insider, while he or she is in possession of material non-public information, trading by a non-insider, while in possession of material, nonpublic information if the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; and communicating material nonpublic information to others in violation of one’s duty to keep such information confidential.

Prohibition against Misuse of Material Non-Public Information

SEC Rule 10b-5 makes it unlawful for any person to misuse, either directly or indirectly, any material, non-public information relating to a security. Supervised Persons in possession of material, non-public information relating to a security are prohibited from: purchasing or selling such securities for their own accounts or for accounts in which they have a beneficial interest or have the power, directly or indirectly, to make investment decisions; issuing research reports, recommendations or comments, which could be construed as recommendations; disclosing such information or conclusions based thereon to any person in or outside the Firm; or recommending or suggesting that any person engage in transactions in any security while in possession of material, non-public information about that security. This prohibition also includes short sales, options and margin transactions involving financial instruments that fall within the above prohibitions.

Who is an Insider?

The definition of an insider is broad. It includes officers, directors and employees of a company. In addition, a person can be a temporary insider if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. Temporary insiders can include a company’s attorney, accountant, consultant, bank lending officer, and the employees of such organizations. In addition, the Firm may become a temporary insider of a company it advises or for which it performs services. According to the United States Supreme Court, before such an outsider may be considered a temporary insider, the company must reasonably expect him or her to keep the disclosed non-public information confidential.

What is Material Information?

Trading on insider information is not a basis for liability unless the information is material. Information generally is material if there is a substantial likelihood that an investor would consider it important in making an investment decision, or if public dissemination of it is reasonably certain to have a substantial effect on the price of a company’s securities.

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Material Information does not have to relate to a company’s business. For example, in one case, the Supreme Court considered the contents of a newspaper column to be material as the article was expected to affect the market price of the security.³ In that case, a Wall Street Journal reporter was found criminally liable for disclosing the dates that reports on various companies would appear in the Wall Street Journal and whether those reports would be favorable or not. Perhaps more importantly, knowledge of a decision, or impending decision, by the Firm to buy or sell a security for its clients or to recommend a security can constitute material information.

What is Non-public Information?

Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact or source to prove that the information is public. For example, information found in a report filed with the U.S. Securities and Exchange Commission or appearing on the Dow Jones wire, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

Examples of Insider Trading

The definition of insider trading has evolved through case law and administrative proceedings to include:

If a question arises as to which Supervised Persons are entitled to the insider information, the CCO should be consulted. If a Supervised Person is uncertain as to whether information is material or non-public, the CCO should be consulted immediately.

Disciplinary Action and Penalties for Insider Trading

Insider trading violations can result in severe penalties to the Firm, its principals, and the individuals involved. The Firm will not tolerate violations whether inadvertent or intentional.

Violations will result in severe disciplinary action, which may include, but is not limited to, the immediate termination of the Supervised Person.

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Compliance Procedures

These procedures have been developed to assist Supervised Persons in avoiding insider trading. Every Supervised Person must follow these procedures or risk serious sanctions, including, but not limited to, dismissal, substantial personal liability and criminal penalties. The CCO is available to answer any questions about these procedures.

Identifying Insider Information

If a Supervised Person thinks he or she may be in possession of insider information, he or she must consider the following questions before placing any personal securities transactions or securities transactions on behalf of the Firm or its clients and before communicating the information to anyone:

Resolving Issues Concerning Insider Trading

If, after asking these questions, a Supervised Person believes the information is material and nonpublic, or if there are any questions as to whether the information is material and non-public, he or she should take the following steps:

After the CCO has reviewed the issue, he will determine if the Supervised Person should continue the prohibitions against trading and communication or be allowed to trade and communicate the information.

Restricting Access to Material Non-public Information

Supervised Persons with access to information identified as material and non-public must ensure that the information is not being communicated to anyone, including persons within the Firm, except as described above. In addition, Supervised Persons should take steps to keep such information secure. For example, files containing material non-public information should be sealed and access to computer files containing material non-public information should be restricted.

Contacts with Public Companies

The Firm’s contacts with public companies represent an important part of its research efforts. The Firm may make investment decisions on the basis of its conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a Supervised Person becomes aware of material, non-public information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment as to

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its further conduct. To protect yourself, the Firm and its clients, you should contact the CCO immediately if you believe that you may have received material, non-public information. Every time a Supervised Person communicates with an official of a public company, the Supervised Person should be sure to identify oneself as being associated with an investment advisory firm.

Tender Offers

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

The Restricted List

If it is determined that the Firm is in possession of material non-public information about a particular company, the CCO will add the security to the Restricted List, if necessary. Please see Section IV.D. for more information regarding the Restricted List.

High Risk Trading Activities

Certain high-risk trading activities, if used by a Supervised Person, are risky not only because of the nature of the securities transactions themselves, but also because of the potential action that may be necessary to close out the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments such as option contracts to purchase (“call”) or sell (“put”) securities at certain predetermined prices. Supervised Persons should understand that short sales and trading in derivative instruments involve special risks. Derivative instruments, for example, ordinarily have greater price volatility than the underlying security. The fulfillment of the obligations owed by each employee to the Firm may heighten those risks. For example, if the Firm becomes aware of material, non-public information about the issuer of the underlying securities, Supervised Persons may find themselves “frozen” in a position in a derivative security. Should this occur, the Firm will not bear any losses resulting in a Supervised Person-Related Account or Beneficial Owner Account due to the implementation of this Policy.

Restriction on Disclosures – Client Transactions

Supervised Persons shall not disclose any non-public information (whether or not it is material) relating to client transactions to any person outside the Firm (unless such disclosure has been authorized by the Firm or the client).

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EXHIBIT D – Preclearance Request Checklist

Reviewer:     

Date:       

Supervised Person:

Security/Ticker:  

Transaction:

Status:

Notes:

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EXHIBIT E – Preclearance Request Form for Private Placements

Supervised Person Name: ________________________________________________________________

Supervised Person Position:_______________________________________________________________

Name of Company (Issuer):_______________________________________________________________

Dollar amount of private placement: ________________________________________________________

Dollar amount of your intended investment: __________________________________________________

Does this company have publicly traded securities? LI Yes LI No

How were you offered the opportunity to invest in this private placement? ___________________________________________________________________________

What is the nature of your relationship with the individual or entity offering the opportunity?

What is the nature of the Firm’s relationship, if any, with the individual or entity offering the opportunity?

Was the opportunity offered because of your position with the Firm?

Would it appear to the SEC or other parties that you are being offered the opportunity to participate in an exclusive, very limited offering as a way to curry favor with you or your colleagues at the Firm?

Are you inclined to invest in the private placement on behalf of the funds/accounts you manage? LI Yes LI No

Would any other Firm clients/accounts want to invest in this private placement? LI Yes LI No

Will your participation in the private placement prevent or limit the Firm clients from participating to the extent the offering is suitable for their accounts? LI Yes LI No

Explain:

Date you require an answer: _____________________________________________________________

Attachments: LI business summary LI prospectus LI offering memorandum

Compliance Use Only

LI Approved LI Denied (Attach additional comments or work papers as necessary)

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EXHIBIT F – Initial Holdings Report

This report must be submitted to the Chief Compliance Officer no later than 10 days after the filer becomes a Supervised Person, and the information must be current as of a date no more than 30 days before the date the filer becomes a Supervised Person.

I am reporting below information about (i) any covered security holdings in any account of the Supervised Person, or in any account in which the Supervised Person or any immediate family or household member, has a direct or indirect financial interest; and (ii) a list of all brokers, dealers and banks that maintain an account (“custodial account”) in which any securities are held for the Supervised Person’s direct or indirect benefit.

ACCOUNTS ON FILE:

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NEW ACCOUNTS

HOLDINGS

(Attach additional sheets if necessary.)

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EXHIBIT G – Quarterly Transactions Report

Our firm’s Code of Ethics and SEC Regulations require each Supervised Person report, within 30 days of the end of each calendar quarter, any personal securities transactions in any account of the Supervised Person, or any account in which the Supervised Person or any immediate family or household member, has a direct or indirect financial interest.

I am reporting below all transactions required to be reported for the quarter pursuant to the Code of Ethics of the Firm.

ACCOUNTS ON FILE

TRANSACTION REPORTING

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NEW ACCOUNTS

TRANSACTIONS REPORT

(Attach additional sheets if necessary.)

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EXHIBIT H – Initial/Annual Certification of Compliance

To the Board of Managers/Directors:

I hereby acknowledge that I have received, read and understand the following documents and recognize that I am subject thereto as a Supervised Person of the Firm. I understand that any changes or exceptions made to the documents require of the Chief Compliance Officer:

I hereby certify that as a Supervised Person of the Firm:

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