PineStone Asset Management Inc.

PINESTONE ASSET MANAGEMENT INC.

CODE OF ETHICS AND PROFESSIONAL CONDUCT

Effective Date: July 2023

PineStone Asset Management Inc.

TABLE OF CONTENTS

Page 2 of 37

PineStone Asset Management Inc.

Page 3 of 37

PineStone Asset Management Inc.

Page 4 of 37

PineStone Asset Management Inc.

PineStone Asset Management’s (the “Firm”)Code of Ethics and Professional Conduct (the “Code”) focuses on the high level of professional ethics and conduct incumbent on all PineStone’s Concerned Persons in the performance of their duties. The Code has been approved by PineStone’s Management Committee and brought to the attention of the Board of Directors.

A copy of the Code will be provided to all new Concerned Persons upon joining PineStone Asset Management (“PineStone” or the “Firm”). Adherence with the Code must be confirmed by all Concerned Persons on an annual basis.

PineStone must also ensure that any external advisors or consultants are governed by a comparable code.

PineStone’s objective is to emphasize the honesty, transparency, integrity, professionalism, and confidentiality that must prevail at all levels of the Firm, to ensure that the interests of its clients, shareholders and/or unitholders and of any other stakeholders remains the firm’s top priority.

The measures expressed in this Code are designed to protect PineStone’s clients, the Firm’s reputation and that of its Employees and Directors. All persons covered by this Code must act with fairness and integrity under all circumstances during their employment and with regard to specific matters after termination.

As deemed appropriate, PineStone may also provide a copy of this Code to its clients and to any other stakeholders.

The Code does not cover all situations that could occur. Concerned Persons are to be cautious at all times. For any additional information relating to the Code and its application, please contact the Chief Compliance Officer.

The Code is a supplement to applicable laws and regulations. Whenever a discrepancy between the law and the Code should exist, the more restrictive provisions will prevail.

Chief Compliance Officer

The Code applies to all concerned persons including PineStone employees, directors, officers, short-term employees, and consultants.

Page 5 of 37

PineStone Asset Management Inc.

Account Manager: A person who manages business relationships with clients.

Advisers Act: Investment Advisers Act of 1940, as amended.

Alcohol: Any beverage that contains 0.5% alcohol by volume or more.

Business integrity: Business integrity involves the application of the firm’s core values. The opposite of integrity is dishonest behaviour, including corruption that could undermine Control Risks’ reputation for fair dealing.

Bribery: Bribery, in broad terms, is the receiving or offering of undue reward or anything of value and includes payments to secure a business advantage, financial or otherwise, to which the firm is not entitled. Anything of value can be a bribe, including a gift in kind or some other favour such as an offer of employment to a relative of the person being bribed. It will involve the giver and the receiver in the improper performance of a personal, firm or official responsibility.

Corruption: Corruption can include graft, bribery, facilitation payments or other forms of improper business practice. It has the same attributes as set out under Bribery above. It can be summarised as the misuse of entrusted power or office, whether in the public or private sector, for private gain.

CEO & CIO: The Firm’s Chief Executive and Investment Officer.

Chief Compliance Officer (CCO): The senior officer in charge of compliance who is duly registered in such capacity with the Canadian regulatory authorities.

Code: The PineStone Code of Ethics and Professional Conduct.

Compliance Department: The CCO and any employees reporting to the CCO.

Compliance Manual: The PineStone Compliance Manual for Employees of PineStone Asset Management.

Concerned Persons: Refers to Employees, Consultants, Directors, and Short Term Assigned Temporary Employees, as defined in this section.

Confidential Information: Means all information in whatever form (oral, written, machine readable or otherwise) pertaining to PineStone, its business, affairs, clients, prospective clients, employees, board of directors or independent-contractors and which has independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons. Some examples are any such information related to:

Page 6 of 37

PineStone Asset Management Inc.

Conflict of Interest: Any real, apparent or potential situation in which a Director or Employee may give preferential treatment to a person, including themselves, and persons to whom they are related, based on the fact that the Director or Employee has, in any way whatsoever, an interest in any such person or in any person to whom such person is related, directly or indirectly.

Connected Issuer: Refers to, for a specified firm registrant:

Consultant(s): Individuals or entities hired by PineStone Asset Management to fulfill a specific mandate and who do not have access to Privileged Information regarding the investment management of PineStone’s clients and/or funds.

Director(s): (A) director(s) that is a member of the Board of Directors of PineStone.

Drug: Means any psychoactive substance, whether legal or not, including marijuana, regardless of the form or way it is used. For the purposes of this Code, it is understood that the term “Drugs” excludes Medication and Alcohol, as well as caffeine and items consumed in common foods.

Employee(s): Permanent, contractual, secondment and long-term assigned temporary employee(s) hired by PineStone Asset Management; however, this definition may exclude some short-term assigned temporary employee(s) hired by PineStone Asset Management such as interns who are deemed not to have access to investment management information and who are employed for a negligible period.

Entertainment: An item of value that a third party provides (or an Employee provides to a third party), where the giver intends to participate in the enjoyment of the item with the recipient.

ERISA: The Employee Retirement Income and Savings Act of 1974, as amended.

Page 7 of 37

PineStone Asset Management Inc.

Facilitation payments: Facilitation payments are small bribes to officials with a view to speeding up routine governmental transactions to which the payer is already entitled. Examples include payments to speed up customs clearances and extra fees to officials to secure electricity connections.

Gift: An item of value that a third party provides (or an Employee provides to a third party) where there is no business communication involved in the enjoyment of the gift.

Illegal Drug: Means any Drugs which has not been legally obtained or is not legally obtainable and whose use, sale, possession, purchase, or transfer is restricted or prohibited by law, including but not limited to medication obtained without a valid prescription.

Immediate Family: An Employee’s spouse, child, stepchild, grandchild, parent, step-parent, sibling, son/daughter-in-law, or brother/sister-in-law (this definition includes adoptive relationships).

Insider: Refers to:

Insider Trading: Trading personally or on behalf of others based on Material Non- Public Information, or improperly communicating Material Non-Public Information to others.

IPO (Initial Public Offering): An IPO is an offering of Securities registered under the Securities Act where the Issuer, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Exchange Act.

Issuer: Any Person who has outstanding Securities, or issues or proposes to issue Securities.

Kickbacks: Kickbacks arise when suppliers or service providers pay part of their fees to the individuals who give them the contract or some other business advantage.

Manual: The Compliance Manual adopted by the Firm. This includes the Compliance Manual and all appendices to the Compliance Manual.

Material Non-Public Information: Information that:

Medication: Means any substance or composition represented as having curative or preventive properties with respect to diseases, whether prescribed for individual use by a physician or available over the counter.

Officer(s): (An) Officer(s) is a designated person with delegated authority by the Board of Directors of PineStone to act in such a capacity.

Person: Any natural person and a legal person, as per the Code’s meaning.

Personal Information: Any information relating to a natural person.

Page 8 of 37

PineStone Asset Management Inc.

Privileged Information: Any information that has not been disclosed to the public and that could affect the decision of a reasonable investor or that could have a significant effect on the market price or value of any of the Securities of the Issuer.

Registered Individuals: An individual who is registered with the securities authorities pursuant to National Instrument 31-103 - Registration Requirements and Exemptions (“NI 31 - 103”) on behalf of PineStone and includes the CCO and the Ultimate Designated Person.

Related Issuer: A Person is a “related issuer” of another Person if:

Reporting Issuer: An Issuer that has made a distribution of Securities to the public and is subject to the continuous disclosure requirements.

Restricted List: List of securities for which PineStone holds Material Non-Public Information.

SEC: The Securities and Exchange Commission.

Securities Act: The Securities Act of 1933, as amended.

Short Term Assigned Temporary Employee: Individuals who are deemed not to have access to investment management information and who are employed for a negligible period, such as interns (summer students).

Page 9 of 37

PineStone Asset Management Inc.

The Code sets forth standards of business conduct that the Firm requires of its Employees relating to the fiduciary obligations of the Firm and its Employees. The Firm demands the highest standards of ethical conduct and care by all its Employees. The Firm’s reputation is one of its most important assets. Maintaining the trust and confidence of clients is a vital responsibility.

The Code incorporates the following general principles that all Employees are expected to uphold:

All Employees must notify the CCO promptly in the event that the Employee may have failed to comply with (or becomes aware of another person’s failure to comply with) the policies and procedures set forth in the Firm’s Manual or Code.

In addition to the general principles of conduct stated in the Code and the specific trading restrictions and reporting requirements described herein, the Code requires all Employees to comply with applicable securities laws. Without limiting the generality of the foregoing, no Employee shall:

Page 10 of 37

PineStone Asset Management Inc.

PineStone and its Concerned Persons shall comply with all laws and regulations in force in the jurisdictions in which PineStone does business. Each Person shall be responsible to know, understand and comply with the provisions that apply to the duties and responsibilities incumbent to their position.

PineStone and its Concerned Persons shall also comply with all laws and regulations applicable to investment mandates from PineStone’s clients.

Furthermore, Concerned Persons agree to conduct themselves according to the rules prescribed by any code of ethics or standard of professional conduct applicable to any professional association of which they may be a member.

PineStone’s Investment Team methodology also is in compliance with the “Code of Ethics and Standards of Professional Conduct” published by the CFA Institute as amended or supplemented from time to time.

All Concerned Persons covered by this Code shall provide competent services in ensuring efficiency and diligence in performing their duties.

Concerned Persons shall ensure proper knowledge and demonstrate professional judgement. No outside activities shall interfere with the performance of their duties (refer to section of Outside Activities with this Code).

PineStone is committed to maintaining a respectful work environment. Concerned Persons should act in a business-like manner, promote equal opportunity, and avoid all discriminatory practices, harassment and/or violence of any kind.

PineStone employees are professionals who are expected to exercise judgment in consuming alcohol or legal drugs (such as medication) when carrying out the responsibilities associated with an employee’s role at the firm. For example:

Page 11 of 37

PineStone Asset Management Inc.

Employees should always be aware that the Firm’s name, reputation, and credibility are valuable assets that must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized or inappropriate use of the Firm’s name.

Employees 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.

Employees are expected to act with professionalism, to avoid any improper disclosure of proprietary information, and to satisfy all other obligations owed to the Firm (or its affiliates) and to any prior employers. Employees should discuss any concerns regarding their prior employment with the CCO. Such concerns may include, but are not limited to, possession of Material Non-Public Information from a prior employer, a non-solicitation and/or non-compete clause in the Employee’s previous employment agreement, and any prior political contributions made by the Employee.

The Firm forbids payments of any kind by the Firm, its Employees, or any agent or other intermediary to any government official, self-regulatory official, Firm or other similar person or entity, within the United States or abroad, for the purpose of obtaining or retaining business, or for the purpose of receiving favorable consideration.

All Employees are required to cooperate fully with management in connection with any internal or independent investigation and any claims, actions, arbitrations, litigations, investigations, or inquiries involving the Firm. Employees are expected, if requested, to provide the Firm with reasonable assistance, including, but not limited to, meeting or consulting with the Firm and its representatives, reviewing documents, analyzing facts, or appearing or testifying as witnesses or interviewees.

No Employees may borrow from or become indebted to any person, business or company having business dealings or a relationship with the Firm, except with respect to customary personal loans (such as home mortgage loans, automobile loans, and lines of credit), unless the arrangement is disclosed in writing and receives prior approval from the CCO.

No Employee may use the Firm (or its affiliates’) name, position in a particular market, or goodwill to receive any benefit on loan transactions without the prior express written consent of the CCO.

Authorization to respond to media requests for comment on general or specific investment questions is granted only to investment managers and account executives and only if a question is within their field of specialization as defined by their respective asset classes.

Page 12 of 37

PineStone Asset Management Inc.

Furthermore, comments regarding companies for which Directors and Officers are also Directors or Officers of PineStone are not allowed. Compliance will issue the list of these companies upon request.

Only the following individuals are authorized to contact media with regards to corporate matters:

When in doubt, it is mandatory to obtain written approval from the Chief Compliance Officer.

All Persons registered with regulatory authorities must report to Compliance changes to the information contained in their National Registration Database (NRD) file. Compliance will in turn report these changes to the regulators within ten (30) days of their occurrence. Changes include but are not limited to the following: residential address, proficiency, criminal disclosure, civil disclosure, and financial disclosure.

PineStone has adopted the CFA Institute Standards of Professional Conduct for which all CFA Institute members (including holders of the Chartered Financial Analyst (CFA) designation) and CFA candidates must abide by. Investment professionals’ approach at PineStone is also based on the CFA Institute’s “Asset Manager Code of

Professional Conduct”. Below are the Standards that Concern Persons are expected to abide by.

Page 13 of 37

PineStone Asset Management Inc.

Page 14 of 37

PineStone Asset Management Inc.

Page 15 of 37

PineStone Asset Management Inc.

Firm employees must avoid situations or transactions in which their personal interests could conflict or might be seen to be in conflict with the interests of the firm. This includes acting on any client information gained through their employment with the Firm for personal gain; passing such information to a third party; or acting in any way that could be construed as insider trading.

A Conflict of Interest may arise when personal interests interfere with or appear to interfere with one’s responsibility and duty to PineStone. Conflicts of Interest may arise in several ways including but not limited to the following categories:

Concerned Persons may not take advantage of their position, use, or pass on to third parties any information obtained in such a way that would or could put their personal interest in conflict with that of the Firm or of any Person with whom the Firm entertains a business relationship.

Concerned Persons may not take part in any activity on behalf of the Firm, or authorize any disbursement in the Firm’s name, for purposes other than what is required within the scope of the Firm’s regular operations, and without first obtaining the required authorizations from Firm’s management.

National Instrument 31-103 – Registration Requirements and Exemptions (“NI 31-103”) requires that registered dealers or advisers such as PineStone, when they trade in or advise with respect to an issuer in which a responsible person or an associate of a responsible person is a partner, officer or director disclose this fact to the client and obtain the client’s written consent to the trade before the purchase. Accordingly, a written consent must be signed by each client and remitted to PineStone before any trade in securities of an Associated Issuer, as identified by PineStone via its’ Conflicts of Interest Disclosure, may be completed.

It is incumbent upon all Concerned Persons covered by this Code to avoid being placed in a position of being in a Conflict of Interest.

Should any Concerned Person find that they are in a position that is contrary to the above-mentioned principle or take part in a transaction that would place them in such a Conflict of Interest, or should they entertain any doubt as to the application of this Code, they must immediately advise the CCO.

It is also important that Concerned Persons disclose potential Conflicts of Interest to the CCO immediately after becoming aware of a potential conflict. All Concerned Persons covered by this Code shall ensure that they maintain a high standard of objectivity and independence and that they avoid any Conflict of Interest or appearance thereof.

Page 16 of 37

PineStone Asset Management Inc.

PineStone is aware that Employees may be involved in outside activities outside office hours (including outside employment). Outside activities are acceptable as long as they do not interfere or conflict with one’s employment at PineStone or PineStone’s interests. In all cases, outside activities in non-profit organizations must be disclosed to the CCO within the Compliance Certificate upon joining the Firm.

For existing Employees, any new and/or any changes to outside activities in non-profit organizations must be disclosed immediately to the CCO before accepting such a position. Furthermore, for Registered Individuals with the Canadian Securities Commissions, any changes to these activities must be reported to Compliance which in turn must report these changes to the regulators within thirty (30) days of their occurrence, otherwise regulatory fines maybe imposed. The Canadian Securities Commissions has established a new framework for reporting activities carried on outside of PineStone (“Outside Activities”) by individual registrants and permitted individuals. Outside Activities will fall into one of five categories:

Any Registered Individuals that have an outside activity that meets one of the above five criteria, they must report this immediately the CCO to ensure timely reporting to the Canadian Securities Regulators.

An Employee’s service on a board of directors of an outside company, as well as any other outside activities generally, could lead to the potential of conflicts of interest and insider trading problems and may otherwise interfere with an Employee’s duties to the Firm. Accordingly, Employees must obtain prior authorization from the CCO prior to engaging in any Outside Activity.

Outside Activity is defined as any services you perform for any entity other than the Firm (including both commercial and non-profit organizations), especially, but not limited to, any entity from which you:

To obtain prior authorization, Employees must report all Outside Activities to the CCO. The CCO (or delegate) will review the reported Outside Activity and authorization to engage in such activities will be granted on a case-by-case basis, subject to careful consideration of potential conflicts of interest, disclosure obligations, and any other relevant regulatory issues.

If an Employee receives approval to engage in an Outside Activity and subsequently becomes aware of a material conflict of interest that was not disclosed when the approval was granted, the conflict must be promptly brought to the attention of the CCO. If the Employee ceases engaging in an approved Outside Activity or if there is a material change in the Employee’s roles and responsibilities in connection with such Outside Activity, the Employee is responsible for reporting such change to the CCO.

Page 17 of 37

PineStone Asset Management Inc.

Employees must report all Outside Activities as part of the Firm’s Compliance Certificate. An initial Compliance Certificate must be submitted within 10 days of the Employee’s date of hire and on a quarterly and annual basis thereafter within 30 days.

An Employee (new or otherwise) who is member of an investment or trading team, an account manager or a person holding a Head of Department position or higher position shall obtain an authorization from the CCO to maintain any position as director or officer of any Issuer or any other Reporting Issuer, excluding any position as director or officer in any entity which exists for the purpose of that person’s family financial planning (ex: family trust, holding company, etc.). The CCO will consult with the UDP in such cases to also obtain his/her input and/or approval.

All Employees (new or otherwise) shall obtain an authorization from the Firm’s CCO to maintain a position as director or officer of any Issuer or any other Reporting Issuer, excluding any position as director or officer in any entity which is constituted for the purpose of that person’s family financial planning (e.g.: family trust, holding company). However, the CCO may determine, at their discretion, if further authorization may be required by the Firm’s UDP in those instances.

Non-Employee Directors will inform the CCO of any new board membership who will in turn notify the Board of Directors. Directors who are Employees will be required to obtain pre-approval from the Board of Directors before accepting any new board membership, excluding, of course, any position as director or officer in any entity which is constituted for the purpose of that person’s family financial planning (e.g.: family trust, holding company). All Directors are required to provide a Compliance Certificate and to inform the CCO of any change to their situation including termination of a board membership. The CCO will keep the Board of Directors updated on these situations.

Since Conflicts of Interest may arise in the investment and portfolio management process, such a person may act as a director or officer for another company upon the Board of Directors’ authorization, which approval is only granted only under exceptional circumstances.

Where an Employee acts for a non-profit organization where the remuneration and/or effort involved to fulfill the position is material, the CCO will determine if further authorization from the UDP is required.

If a new Employee or a new Director is an Insider of a specific Issuer, the name of the Issuer and the percentage of shares held shall be specified in the Compliance Certificate. PineStone’s CCO will need to be immediately notified of any new and/or changes to the Employee’s insider status. For Directors, the Board of Directors shall be informed of any new and/or changes to their Insider status.

To ensure the Firm is properly monitoring all conflicts of interest, Employees must complete the initial, quarterly, and annual compliance certificate, disclosing any Outside Activities or other potential conflicts of interest.

In addition to reporting Outside Activities, Employees must also disclose any potential conflicts of interest arising out of familial relationships. Specifically, Employees must disclose whether:

This information is included on the compliance certificate. An initial compliance certificate must be submitted within 10 days of the Employees date of employee and quarterly and annually thereafter within 30 days.

Page 18 of 37

PineStone Asset Management Inc.

As a fiduciary, the Firm must act in the best interest of its clients. At times, the unmonitored giving or receiving of gifts and entertainment may create an appearance that the Firm and its Employees make decisions for clients that are based on personal, rather than client, benefit. Employees are responsible for complying with this policy. The Compliance Department is responsible for oversight of this policy.

In general, Employees may not accept a gift or receive entertainment from, or give a gift or provide entertainment to, any individual, enterprise, or organization that conducts or seeks to conduct business with the Firm, or that competes with the Firm, unless all the following criteria are satisfied:

Employees must always avoid any activity that gives rise to a question whether the Firm’s objectivity as a fiduciary has been compromised. Even if an actual conflict of interest does not exist, the mere appearance of a conflict may result in clients’ loss of confidence. As such, in addition to the above-listed general principles, Employees must comply with all restrictions and reporting obligations below.

Employees’ Receipt and Provision of Gifts

A “Gift” is an item of any value that a third party provides, or an Employee provides to a third party, that has a direct or indirect existing or potential business relationship with the Firm, where the giver of the item of value does not participate in the enjoyment or consumption of the items.

Examples of a Gift include fruit or candy, or similar items sent around the holidays to an Employee, tickets to a sporting event for an Employee, flowers sent as an expression of “get well,” or lunches brought to the Firm’s office by service providers for an Employee.

No Employee may receive a Gift from or provide a Gift to any person or entity with which the Firm does business if such Gift would violate any of the above-listed general principles. For all other Gifts, the following requirements and reporting obligations apply.

Gifts Given and Received over $250CAD Require Pre-Clearance

Employees must seek pre-clearance from the Compliance Department to accept or provide Gifts with a known or estimated value over $250CAD (either one single gift, or in aggregate on an annual basis (calendar year) from a single individual or entity). The value of a gift is the market value. When the market value is unknown, Employees should provide their best estimate. Employees must submit the pre-clearance request electronically. The Firm expects that it will bear the costs of Employee travel and lodging associated with conferences, research trips and other business-related travel. If these costs are borne by a person or entity other than the Firm, they should be treated as Gifts to the Employee.

Employees’ Receipt and Provision of Entertainment

The term “Entertainment” is distinguished from Gifts, in that Entertainment refers to items of value that are given to a recipient with the intent that the giver will participate with recipient in the enjoyment of the item. Examples include a sporting event or meal where the person or entity providing such activity will be present.

Page 19 of 37

PineStone Asset Management Inc.

Entertainment is only appropriate when used to foster and promote business relationships with the Firm. No Employee may provide or accept extravagant or excessive Entertainment to or from an investor, prospective investor, or any person or entity that does or seeks to do business with or on behalf of the firm. Employees may provide or accept a business Entertainment event, provided that the Entertainment is of reasonable value.

Entertainment Given or Received over $250CAD Require Pre-Clearance

Employees must seek pre-clearance from the CCO to accept or provide Entertainment that will or is likely to exceed $250CAD per recipient (either one single Entertainment event, or in aggregate on an annual basis (calendar year) from a single individual or entity). The value of the event is the higher of the actual cost or market value. When the value is unknown, Employees should provide their best estimate. Pre-clearance is not required when Employees are invited to events which are not planned in advance and the timing of the event does not allow for the submission of a timely pre-clearance request. All such events must however be reported in a timely manner.

Gifts and Entertainment Over a Nominal Value

All Gifts and Entertainment given or received over a nominal value must be reported. Employees must report to the Compliance Department all Gifts and Entertainment that is received or given when the value of the Entertainment is above a nominal value. Any Gifts and Entertainment given or received that is above a nominal value is considered reportable and must be disclosed. This applies regardless of whether the Gift or Entertainment falls under the $250 threshold required for pre- clearance. Gifts and Entertainment over a nominal value count towards the annual pre-clearance threshold of $250CAD. Lunches and other meals provided to clients or other third parties on the Firm’s premises do not need reporting. Gifts and Entertainment should be reported to the Compliance Department a timely manner following receipt.

Events involving friends and family do not need to be reported or pre-cleared. Events such as birthdays and weddings and other similar life events do not need to be reported or pre-cleared in instances where the third party is a long-standing friend or relative, as long as the event occurs in the context of the personal relationship and not in the context of a business relationship and the host incurs the expense of the event personally. If the cost of the event is incurred by the Firm, the exclusion does not apply.

Government Officials, ERISA, State and Local Pension Plans, Union, and Taft- Hartley Accounts

Notwithstanding the above, the Firm and its Employees are prohibited from giving or receiving any Gifts or Entertainment to any U.S., Canadian, or foreign government official, or representatives of ERISA accounts, union accounts, state and local pension plans or Taft-Hartley accounts, unless such Gifts or Entertainment are approved by the CCO or the CCO’s designee. No exceptions apply.

Recordkeeping and Violations

The Firm will maintain a log of all reports or requests under this policy. The CCO may require any Gift in violation of this policy be returned to the provider or any Entertainment expense provided in violation of this policy be repaid by the Employee.

PineStone has adopted the Personal Trading Policy which governs Employees’ trading. This policy prohibits insider trading and explains responsibilities and obligations of Employees regarding confidentiality and timely disclosure when trading securities. All employees are expected to comply with the Personal Trading Policy as part of this code and must read and attest their compliance on an initial, quarterly, and annual basis.

The securities of an Issuer, any of whose officers, Directors or Insiders is a Person covered by this Code, may be held under certain conditions. The list of Related and Connected Issuers is included in the Conflicts of Interest Disclosure which must be provided to clients upon opening an account. Refer to the Conflicts of Interest Disclosure for more information.

Page 20 of 37

PineStone Asset Management Inc.

The Firm has a policy of strict political neutrality; it does not make donations to any political parties, organisations, or individuals engaged in politics.

Employees are entitled to their own political views and activities, but they may not use Firm premises or equipment to promote those views or associate their views with those of the Firm.

Employees are not permitted to make or solicit any political contributions.

An Employee may not 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 the Firm and in which he or she knows that the Firm might be expected to participate or have an interest, without

Page 21 of 37

PineStone Asset Management Inc.

Insider trading is broadly defined as trading in a security while in possession of material non-public information in breach of a duty of trust and confidence or other similar duty. Insider trading laws in the United States, Canada, and UK also prohibit trading of information by a third-party who obtained material non-public information from an insider in breach of a duty owed by the insider to the issuer or some other source of the information. A gift of material non-public information to the third-party from the insider may be enough to find that the insider breached their duty for an improper purpose.

As an investment adviser, the Firm is obligated under Section 204A of the Advisers Act to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse of material non-public information by any persons associated with the Firm. This section of the Code describes the Firm’s written policies and procedures designed to prevent insider trading and the misuse of material non- public information. If, at any time, you have questions or concerns about this Code, you should consult the Firm’s CCO.

The Firm prohibits employees, principals, and other associates of the Firm from misusing material non-public information, including but not limited by engaging in insider trading or improperly disseminating material nonpublic information to third-parties not associated with the adviser. Such conduct is detrimental to the Firm’s business and violates securities laws.

The following is a non-exhaustive list of the categories of conduct that constitute misuse of material non-public information. Any conduct that may fall under these categories violates this Code and securities laws:

This policy covers all Employees as well as any family member accounts, trusts, partnerships, or corporate entities over which the employee has direct or indirect control. It also applies to transactions engaged in by Firms in which the employee is a 10% or greater stockholder.

Determining whether information is “material non-public information” is a fact intensive inquiry, and you should always consult the Compliance Department when confronted with the possibility that you may have come in contact with material non-public information, even if your exposure to such information was inadvertent.

Non-Public Information

Information is considered “non-public” when it is not generally available to the public, and the owner would not make it available in response to a request for that information.

Page 22 of 37

PineStone Asset Management Inc.

Materiality

Generally, “material information” in the insider trading context is defined as information that may be considered important, or cause one to pause, in making an investment decision. The following types of information generally may be regarded as “material”:

Information provided by a Firm could be material because of its expected effect on a particular class of a Firm’s securities, all the Firm’s securities, the securities of another Firm, or the securities of several companies. The misuse of material non-public information applies to all types of securities, including, but not limited to, equity, debt, commercial paper, government securities and options.

Once non-public information has been effectively distributed to the investing public, it can no longer be classified as material non-public information. However, the distribution of material non-public information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, but there must also be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination.

The Firm prohibits the disclosure of material non-public information to third-parties, including friends and family, without the authorization of the CCO. Because of the significant civil and criminal penalties that might attach for violations of the insider trading laws, and because the Firm wants to avoid the appearance of any improprieties, all employees must notify the CCO when they come in contact with information that might be considered material and non-public.

Page 23 of 37

PineStone Asset Management Inc.

Rumours do not necessarily constitute public information. If the so-called “rumour” is reported in the financial press or available in a Google or other web search, then you might consider it public.

However, if it is not disseminated in a manner that constitutes “public” information as described above there is the risk that the information is non-public and, if it is both material and was disclosed to the recipient, directly or indirectly, through the breach of a duty, then it is likely that the rumour is material non-public information.

One acceptable way to determine whether a “rumour” is publicly available would be to do a web search on it or to call the issuer’s public relations officer and inquire as to whether the Firm has publicly confirmed or denied the rumour. You should not contact any other officer or employee of the issuer to determine the accuracy of a rumour because a confirmation or a denial of the rumour could, in itself, constitute non-public information. However, you should contact the Compliance Department prior to conducting any research.

Given the Firm’s standing in the investment community, it may retain executives of public companies and other well-connected individuals as clients. While the Firm may occasionally converse with these individuals as part of the normal course of its research and due diligence process, Employees must be aware that the relationship could incentivize those individuals to divulge additional information (including material non-public information) or may lead to accidental disclosure of such information, in such situations, you should contact the Firm’s CCO immediately.

Severe penalties exist for firms and individuals that engage in the misuse of material non-public information under U.S. and Canadian securities laws, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found liable of Insider Trading are levied in amounts up to three times the profit gained, or loss avoided, and up to the greater of $1,000,000 or three times the profit gained, or loss avoided, respectively.

If an Employee has questions as to whether they are in possession of material non-public information, they must inform the CCO as soon as possible. From this point, the Employee, CCO and other parties (as needed) will conduct research to determine if the information is likely to be considered important to individuals/entities in making investment decisions, and whether the information has been publicly disseminated. In addition, the CCO may add the issuer and/or underlying public security to the Firm’s Restricted List.

Given the severe penalties imposed on individuals and firms engaging in Insider Trading, Employees:

Page 24 of 37

PineStone Asset Management Inc.

Upon the termination of employment for any reason, Employees must promptly turn over to the Firm all documents and other materials, in whatever form maintained (e.g., hard copy files, electronic files, portable storage drive), containing, reflecting, or otherwise relating in any way to, material non-public information. These prohibitions regarding the trading on, and disclosure of, material non-public information extend even beyond an employee’s termination.

Page 25 of 37

PineStone Asset Management Inc.

The Firm is committed to maintaining the highest ethical standards and vigorously enforces the integrity of its business practices. The Firm is committed to not engaging in bribery or corruption.

Adherence to the clear guidelines set out in this section will ensure that the firm and its employees comply with anti-bribery and anti-corruption laws and governmental guidance. The guidelines set out reflect how PineStone has embeded a culture of best practice in regards to anti-bribery and anti-corruption measures, and enforcement of this measure will reduce the risk that the Firm or any employee will incur any criminal liability or reputational damage. Employees are expected to use their judgement to avoid malpractice and to promote best practices.

The measures set-out in this Code supplement the guidelines set out in the PineStone Compliance Manual under the section labelled Contracts with Public Bodies, Lobbying and Anti-Corruption.

Some of the territories in which PineStone operates, including Canada (federal level) and Québec, have laws that prevent corruption of government officials, both in Canada and abroad. Although the rules will vary from one territory to the next, corruption is generally understood as the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperly the actions of government officials, or in plain language, kickbacks, and bribery.

Anti-Corruption laws usually make it an offence to offer, pay, promise to pay, or authorize give or transfer of money or anything of value to any government official for the purpose of influencing any act or decision, or the omission of any act or decision, of such government official or to secure any improper advantage or benefit, either directly or indirectly through a third party.

The American Foreign Corruption Practices Act has broad reach internationally and may request investigations and criminal charges against businesses relating to the bribery and corruption of foreign government officials around the world. The Canadian equivalent, the Corruption of Foreign Public Officials Act (Canada) is being more aggressively enforced by the Royal Canadian Mounted Police and the Public Prosecution Service of Canada nowadays.

Domestic corruption offenses, provided for in the Criminal Code, are broader: both the supply and demand sides of bribery transactions are criminalized as well as acts of “unconventional” corruption, such as breach of trust by a government official and misconduct of government officials executing process. Please note that the Criminal Code also contains fraud-related offences and a private corruption offense (between private sector organizations).

The Firm does not take part in acts of corruption or pay bribes or receive kickbacks either directly or indirectly. The Firm prohibits its employees from engaging in acts of corruption, and from paying bribes or kickbacks to, or accepting bribes or kickbacks from, public officials and private individuals such as the personnel of companies with which the Firm does business.

An example of indirect bribery would be a case where a firm employs a commercial agent to help it win a government contract. The agent is paid by commission based on a percentage of the contract fee, and part of that commission is passed on to a government official. The Firm does not tolerate such practices in any form or wherever paid.

Page 26 of 37

PineStone Asset Management Inc.

It is the responsibility of all Employees who are involved at any time in engaging the services of external consultants, suppliers, or advisers to ensure that such individuals are made aware of the content of the firm’s Anti-Bribery and Anti-Corruption policy at the outset of the relationship and on a regular basis thereafter.

Please also refer to the Firm’s Compliance Manual and the section labelled Contracts with Public Bodies which outlines the Firm’s policy regarding controls with Public Bodies including government entities in Québec.

The Firm and its employees will not make facilitation payments even if such payments are local practice or custom. The Firm accepts that refusal to make illicit payments may lead to commercial delays, for example, in the processing of government documents, and that there may be a commercial cost to the Firm as a result.

If employees encounter a demand for a facilitation payment, or think they are likely to do so, they are required to report the situation to the CCO without delay.

Bribing or corrupting a public official is a serious offence, can carry severe penalties and cause significant reputational damage. Offers of internships to government officials or employees of state-owned enterprises must be approved in advance by the Chief Compliance Officer. In addition, refer above to the Firm’s policy with regards to Gifts and Entertainment as it relates to Public Officials.

As part of its corporate citizenship activities, the Firm may support local charities or provide sponsorship, for example, to sporting or cultural events. Any such sponsorship must be transparent and properly documented. The firm will only provide donations to organisations that serve a legitimate public purpose, and which are themselves subject to high standards of transparency and accountability. Appropriate due diligence must be conducted on the proposed recipient charity and a full understanding obtained as to its bona fides.

The Firm expects its third-party outsourced providers to approach issues of bribery and corruption in a manner that is consistent with the principles set out in this policy. This requirement applies to agents, subcontractors, and joint venture partners. In cases where the Firm is unable to ensure these standards, it will reconsider the business relationship.

The Firm will ensure that the Third-Party Service Provider Oversight Policy for appointing suppliers and contractors is open, fair, and transparent. The selection of service providers will be based on an evaluation of professional merit, and not on personal recommendations.

The Firm will communicate its Anti-Bribery and Anti-Corruption policy to its suppliers and contractors, and it will expect them to abide by the principles set out in the policy when working on the Firm’s behalf. If those principles are breached, the firm will reserve the right to terminate the contract.

Page 27 of 37

PineStone Asset Management Inc.

The Firm’s Concerned Persons shall preserve the confidential nature of any information or material that is brought to their attention as part of their work or mandate and following termination thereof. They may disclose such information only to Persons authorized to have knowledge thereof, as long as they exercise sound judgement in doing so. They shall, under no circumstances, disclose any Confidential Information or Personal Information whatsoever unless they obtain a written consent from the CCO to do so.

The Firm’s Concerned Persons shall also preserve the confidential character of data, activities, systems, programs, work processes, projects and security measures developed by the Firm.

Measures designed to protect the confidentiality of information are covered under the Confidentiality Policy.

Employees, Consultants, and Short-Term Assigned Temporary Employees shall protect and ensure that the property of the Firm is used efficiently. Moreover, they shall be responsible for and have the obligation to preserve the confidentiality of their passwords. Any computer or other work tool made available to them, even if used at home, remains the property of the Firm.

The name and logo of PineStone are reserved for the exclusive use of the Firm. Unless indicated otherwise, Concerned Persons may only use the name and logo of the Firm within the context of their employment or mandate.

Employees, Consultants, and Short-Term Assigned Temporary Employees shall protect and preserve the confidentiality of the programs, source codes, logical schema, and user manuals of the Firm, as well as all other electronic documents containing confidential information belonging to the Firm, its clients, or its suppliers. Upon termination of their employment or mandate or at any earlier date that the Firm may determine, the above-mentioned persons must return all materials belonging to the Firm, including licensed software made available and used in the context of their employment or mandate with the Firm.

The Firm’s electronic communication facilities, including electronic and voice mail, are the property of the Firm and may only be used for legitimate commercial purposes. Employees, Consultants and Short-Term Assigned Temporary Employees are not authorized to use these systems for non-professional purposes, such as sending or soliciting chain letters or defamatory, obscene, or annoying messages to or from people located inside or outside the Firm.

The Firm reserves the right to monitor, read, inspect, retain, and disclose any information sent or stored on any of its electronic systems.

Internet access is granted to Employees, Consultants, and Short-Term Assigned Temporary Employee to facilitate the performance of authorized tasks related to their employment or mandate. Only minimal personal use of the Internet shall be tolerated. The Internet must be used in full compliance with the general policies of the Firm (as specified in the relevant Policies of the Information Technology Department) and all applicable legislation and regulations.

Since all information posted on the Internet (including social networks accessible through the Internet), in an email, on a bulletin board on a website or in a discussion group can become accessible to all Internet users, the above mentioned persons are prohibited, at all times, from sending via the Internet any exclusive, confidential and/or non-public information, unauthorized opinions or recommendations, explicitly or implicitly restricted documents, statements that are libelous or that could affect the reputation of the Firm, including information respecting activities, clients, prospects, financial performance, operations and Concerned Persons, or any nonpublic information respecting an individual or the financial markets in general.

Page 28 of 37

PineStone Asset Management Inc.

Any invention, including the development of computer software, along with publications and copyrights which are produced by a Person in the performance of their duties shall belong to PineStone.

PineStone may use such invention or computer software as it considers appropriate without consent or compensation to the concerned Person.

No Employee may utilize property of the Firm, or utilize the services of the Firm, or its Employees, for his or her personal benefit or the benefit of another person or entity, without written approval of the CCO. The CCO will consult with the Management Committee when such a request is made.

For this purpose, “property” means both tangible and intangible property, including funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property, proprietary processes, and ideas for new research or services.

Page 29 of 37

PineStone Asset Management Inc.

Employees during the investment process shall:

Authorised traders and relevant personnel of PineStone shall:

The Client Relations Team and relevant personnel of PineStone shall:

Page 30 of 37

PineStone Asset Management Inc.

Page 31 of 37

PineStone Asset Management Inc.

Employees:

It is the responsibility of Employees to:

Chief Compliance Officer:

It is the responsibility of the Chief Compliance Officer to:

Page 32 of 37

PineStone Asset Management Inc.

No later than ten (10) calendar days after an individual becomes an Employee and once a year thereafter and in that case within thirty (30) calendar days following calendar year-end, Employees must confirm that they have read and will comply with the Code and the Compliance Manual and associated policies and procedures. Employees must also confirm quarterly within thirty (30) calendar days following the quarter end that they have read and will comply with the Code and the Compliance Manual and associated policies and procedures.

No later than ten (10) calendar days after an individual becomes a Director and once a year thereafter and in that case within thirty (30) calendar days following calendar year-end, each Director must confirm that they have read and will comply with the Code and those policies listed in Appendix 1. Directors must also confirm quarterly within thirty (30) calendar days following the quarter end that they have read and will comply with the Code and the Compliance Manual and associated policies and procedures.

No later than ten (10) calendar days after an individual becomes a Short-Term Assigned Temporary Employee hired by PineStone, they must confirm that they have read and will comply with the Code and those policies listed in Appendix 2 hereto.

If a Consultant is not governed by a comparable code, no later than ten (10) calendar days after an individual becomes a Consultant and once a year thereafter, if applicable, and in that case within thirty (30) calendar days following calendar year-end, the Consultant must confirm that they have read the Code and will comply with the Code and those policies listed in Appendix 3 hereto.

The Compliance Certificates for Directors, Consultants and Short-Term Assigned Temporary Employee(s) hired by PineStone are attached to this Code. Additionally, the Compliance Certificates for Employees shall be submitted electronically to the Compliance Department.

Any situation that is not in compliance with this code must be reported. An employee or independent contractor must make the declaration to the persons indicated below. All declarations made by employees and independent contractors are kept strictly confidential. Furthermore, declarations can be anonymous.

Declarations may be given to the following persons:

The CCO must be informed of the declaration when said declaration is not made directly to the CCO.

Any request to have the requirements of the Code waived must be directed and approved by the CCO.

This Code includes the PineStone Compliance Manual and its associated Policies and Procedures.

A breach of any of the Policies hereinabove mentioned is considered a breach of this Code. By completing a Compliance Certificate, Concerned Persons are acknowledging and agreeing to be bound to the Code and its Policies, as applicable.

The Code applies to Employees and Short Term Assigned Temporary Employees throughout their employment with PineStone. The Code also applies to Directors and Consultants of PineStone throughout their mandate.

Page 33 of 37

PineStone Asset Management Inc.

Provisions relating to confidentiality shall remain in force after termination of employment or mandate.

Concerned Persons shall remain respectful of PineStone’s integrity even after termination of their employment with PineStone. They shall abstain from committing any prejudicial acts against PineStone.

A U.S. federal act that came into force in September 2004 amended the U.S. Criminal Code and created a new infraction, i.e., threats and retaliation against an employee who is about to expose the illegal conduct of an employer (a “whistleblower”).

Under these new regulations, PineStone will take action, as required, to protect any Concerned Person who provides information about an undertaking that would constitute a violation of a federal or provincial law or a concern regarding a material aspect of accounting, internal accounting control or auditing issues, and other alleged offences, including those covered by PineStone’s Code and other Policies.

PineStone shall avoid any retaliation against a whistleblowing Concerned Person, including dismissal, demotion, transfer, downward revision of salary and benefits or any other measure that would change a Concerned Person’s status following such exposure.

Complaints are required to be made in good faith and a report may be submitted to the CCO. Any report filed will be treated with all due confidentiality and impartiality and may be filed anonymously. It should contain sufficient information (date, location, Persons involved, facts and figures, etc.) to enable an investigation to be held should the complaint in the report be substantiated. The CCO shall document complaints in a register kept for that purpose and shall advise PineStone’s UDP of any substantiated complaints and plan of action.

Although a Concerned Person is not required by law to expose the wrongdoing of his employer, Concerned Persons are encouraged to report any criminal act that they may witness.

This Code shall remain in force until such time as it is amended by PineStone’s CCO. The Code will be reviewed on an annual basis, or more frequently, if need be, and PineStone shall advise all Persons covered by the Code in the event of any change thereto.

All documentation must be retained in a secure location in accordance with this policy and PineStone’s Books and Records Chart. (d) Maintain records for an appropriate period of time in an easily accessible format. Unless otherwise required by regulation, PineStone shall keep such records for 7 years.

Page 34 of 37

PineStone Asset Management Inc.

APPENDIX 1 – COMPLIANCE CERTIFICATE FOR DIRECTORS

I, the undersigned,                  (first and last name), director of PineStone Asset Management (“PineStone”) acknowledge that I have read and understood PineStone’s Code of Conduct (the “Code”) and its related policies listed below:

The text below is a description of any interest or outside activity, such as director or officer (entity’s name, position, nature of the duties, time allocated, compensation, disclosure of potential conflicts of interest, etc.) or of any insider status (name of (each) issuer and the percentage of shares held).

I undertake to inform the board of directors of any change to the above-mentioned statement.

I undertake to inform the Chief Compliance Officer of any known or suspected breach to the Code. I understand that disciplinary measures may be taken in the event of non-compliance.

Initial Certification: I certify that I will comply with all the requirements of the Code and its related policies.

Annual Certification: I certify that I have complied and met all the requirements of the Code and its related policies over the past year, or since my employment, and hereby agree to comply with them.

Page 35 of 37

PineStone Asset Management Inc.

APPENDIX 2 – COMPLIANCE CERTIFICATE: SHORT-TERM ASSIGNED TEMPORARY EMPLOYEES

I, the undersigned, ___________________________________ (first and last name), short-term temporary employee of PineStone Asset Management (“PineStone”) acknowledge that I have read and understood PineStone’s Code of Conduct (the “Code”) and its related policies listed below:

Department. I undertake to:

I undertake to inform the Chief Compliance Officer of any change to the above-mentioned statement. I undertake to inform the Chief Compliance Officer of any known or suspected breach to the Code.

I understand that disciplinary measures may be taken in the event of non-compliance.

I certify that I will comply with all the requirements of the Code and its related policies.

Page 36 of 37

PineStone Asset Management Inc.

APPENDIX 3 – COMPLIANCE CERTIFICATE: CONSULTANTS

I, the undersigned,               (first and last name), employee of       acting as a consultant of PineStone Asset Management (“PineStone”) acknowledge that I have read and understood PineStone’s Code of Conduct (the “Code”) and its related policies listed below:

Department. I undertake to:

The text below is a description of any interest or outside activity, such as director or officer (entity’s name, position, nature of the duties, time allocated, compensation, disclosure of potential conflicts of interest, etc.) or of any insider status (name of (each) issuer and the percentage of shares held).

I undertake to inform the Chief Compliance Officer of any change to the above-mentioned statement. I undertake to inform the Chief Compliance Officer of any known or suspected breach to the Code.

I understand that disciplinary measures may be taken in the event of non-compliance.

I certify that I will comply with all the requirements of the Code and its related policies.

Initial Certification: I certify that I will comply with all the requirements of the Code and its related policies.

Annual Certification: I certify that I have complied and met all the requirements of the Code and its related policies over the past year, or since my employment, and hereby agree to comply with them.

Page 37 of 37