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CODE OF ETHICS
This Code of Ethics (the “Code of Ethics”) has been adopted by Connetic and is designed to comply with Rule 17j-1 under the Investment Company Act of 1940, as amended, and Rule 204A-1 under the Investment Advisers Act of 1940, as amended.
Fiduciary Standards and Compliance with the Federal Securities Laws
At all times, Connetic and its Employees must comply with the spirit and the letter of the Federal Securities Laws and the rules governing the capital markets. The CCO administers the Code of Ethics and all questions regarding the Code of Ethics should be directed to the CCO. Employees must fully cooperate as requested by the CCO to enable (i) Connetic to comply with all applicable Federal Securities Laws and (ii) the CCO to discharge his or her duties under the Manual.
All Employees are deemed to be Access Persons under this Code of Ethics. Employees will act with competence, dignity, integrity, and in an ethical manner, when dealing with Clients, the public, prospects, third-party service providers and fellow Employees. Employees must use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, promoting Connetic’s services, and engaging in other professional activities.
We expect all Employees to adhere to the highest standards with respect to any potential conflicts of interest with Clients. As a fiduciary, Connetic must act in its Clients’ best interests at all times. Neither Connetic, nor any Employee should ever benefit at the expense of any Client.
Employees are generally expected to discuss any perceived risks, or concerns about Connetic’s business practices, with their direct supervisor. However, if an Employee is uncomfortable discussing an issue with their manager, or if they believe that an issue has not been appropriately addressed, they should promptly bring the matter to the CCO’s attention.
Reporting Violations
Improper actions by Connetic or its Employees could have severe negative consequences for Connetic, its Clients, and its Employees. Impropriety, or even the appearance of impropriety, could negatively impact all Employees, including people who had no involvement in the problematic activities.
Employees must promptly report any improper or suspicious activities, including any suspected violations of the Code of Ethics, to the CCO. Issues can be reported to the CCO in person, or by telephone, email, or written letter. Reports of potential issues may be made anonymously. Any reports of potential problems will be thoroughly investigated by the CCO, who will report directly to the CEO on the matter. Any problems identified during the review will be addressed in ways that reflect Connetic fiduciary duty to its Clients.
An Employee’s identification of a material compliance issue will be viewed favorably by the Company’s senior executives. Retaliation against any Employee who reports a violation of the Code of Ethics in good faith is strictly prohibited and will be cause for corrective action, up to and including dismissal. If an Employee believes that he or she has been retaliated against, he or she should notify the CEO directly.
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Violations of this Code of Ethics, or the other policies and procedures set forth in the Manual, may warrant sanctions including, without limitation, requiring that personal trades be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, suspending personal trading rights, imposing a fine, suspending employment (with or without compensation), making a civil referral to the SEC, making a criminal referral, terminating employment for cause, and/or a combination of the foregoing. Violations may also subject an Employee to civil, regulatory, or criminal sanctions. No Employee will determine whether he or she committed a violation of the Code of Ethics or impose any sanction against himself or herself. All sanctions and other actions taken will be in accordance with applicable employment laws and regulations. If the CCO determines that a material violation of this Code of Ethics has occurred, the CCO will promptly report the violation, and any association action(s), to Connetic’s senior management.
Distribution of the Code and Acknowledgement of Receipt
Connetic will distribute this Manual, which contains the Code of Ethics, to each Employee upon the commencement of employment, annually, and upon any change to the Code of Ethics or any material change to another portion of the Manual.
All Employees must acknowledge that they have received, read, understood, and agree to comply with Connetic’s policies and procedures described in this Manual, including this Code of Ethics, upon commencement of employment, annually, and following any material change to the Manual.
Conflicts of Interest
Conflicts of interest may exist between various individuals and entities, including Connetic, Employees, and current or prospective Clients. Any failure to identify or properly address a conflict can have severe negative repercussions for Connetic, its Employees, and/or Clients. In some cases, the improper handling of a conflict could result in litigation and/or disciplinary action.
Connetic’s policies and procedures have been designed to identify and properly disclose, mitigate, and/or eliminate applicable conflicts of interest. However, written policies and procedures cannot address every potential conflict, so Employees must use good judgment in identifying and responding appropriately to actual or apparent conflicts.
In some instances, conflicts of interest may arise between Clients. Responding appropriately to these types of conflicts can be challenging and may require appropriate disclosures if there is any appearance that one or more Clients have been unfairly disadvantaged. Employees must promptly notify the CCO if it appears that any actual or apparent conflict of interest between Clients has not been appropriately addressed.
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Personal Securities Transactions
| 1. | Reportable Securities |
Connetic requires Employees to provide periodic reports regarding transactions and holdings in all “Reportable Securities”, which include any Security except:
| · | Direct obligations of the Government of the United States |
| · | Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short- term debt instruments, including repurchase agreements; |
| · | Shares issued by money market funds; |
| · | Shares issued by open-end investment companies registered in the U.S., including ETFs; |
| · | Interests in 529 college savings plans; and |
| · | Shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies, none of which are advised by Connetic. |
As a reminder, any funds advised by Connetic are Reportable Funds and are subject to the pre-clearance procedures noted below, unless the transaction is made on a systematic basis through Connetic’s sponsored 401k plan.
| 2. | Reportable Accounts |
This Code of Ethics applies to all accounts holding any Security over which Employees have any beneficial ownership interest or direct influence or control over, which typically include accounts held by
immediate family members sharing the same household. Immediate family members include children, step-children, grandchildren, parents, step-parents, grandparents, spouses, domestic partners, siblings, parents-in-law, and children-in-law, as well as adoptive relationships that meet the above criteria.
| 3. | Pre-clearance Procedures |
Employees shall seek pre-clearance for any limited offering, initial public offering (“IPO”), and shares of Reportable Funds (funds advised by Connetic) via SmartRIA. Any such approval will consider, among other factors, whether the investment opportunity should be reserved for a client and whether the investment opportunity is being offered to the Employee because of his or her position with Connetic.
For purposes of this Code of Ethics, once the request is received by the CCO or his or her designee, the CCO will first request information from the portfolio manager who is responsible for implementing Connetic’s trading decisions to ensure adherence to a blackout period of three (3) business days regarding the issuer to be pre-cleared for personal trading. If there is no conflict regarding recent or contemplated trades by Connetic, the trade will be approved by the CCO or his or her designee, via SmartRIA and the Employee has until the end of the next business day to execute the transaction. If there is a conflict regarding recent or contemplated trades by Connetic, the trade will be denied by the CCO or his or her designee via SmartRIA.
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For purposes of this Code of Ethics, systematic purchases in any Reportable Funds (funds advised by Connetic) through Connetic’s sponsored 401k plan are excluded from the pre-clearance requirement.
| 4. | Statements for Reportable Accounts |
Connetic must collect information regarding the personal trading activities and holdings of all Employees. Employees will enter account information through SmartRIA (account number, account name, date of account opening and Broker/Dealer) for all Reportable Accounts. Certain Reportable Accounts will qualify for a Brokerage Feed from their Broker/Dealer (“B/D”) which allows the B/D to send transactional and holdings data directly into SmartRIA for an Employee. If a Reportable Account does not qualify for a Brokerage Feed, it will be the Employee’s responsibility to provide statements.
| 5. | Quarterly Transaction Reports |
Each quarter, Employees must report all Reportable Securities transactions in covered accounts via SmartRIA. It is the Employee’s responsibility to ensure the accuracy of such data and notify the CCO or their designee if any discrepancies are found. Employees must also report any new accounts opened during the quarter which can hold Reportable Securities.
| 6. | Initial and Annual Holdings Reports |
Employees must periodically report the existence of any account that holds any Reportable Securities. Employees who do not have any holdings and/or accounts to report are still required to submit the Initial and Annual Holdings Reports via SmartRIA.
| · | Initial Holdings Report |
No later than 10 calendar days after becoming an Employee of Connetic, Employees must report the following information to the CCO via SmartRIA. (This information must be current as of a date no more than 45 days prior to the date of becoming an Employee of Connetic.):
| · | The title and type of security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Employee has any direct or indirect beneficial ownership; |
| · | The name of any broker, dealer or bank with which the Employee maintains an account in which any securities are held for the Employee’s direct or indirect benefit; and |
| · | The date on which the Employee submits the report. |
| · | Annual Holdings Report |
As of December 31 of each year, Employees must certify to the accuracy of holdings as recorded in SmartRIA no later than 45 days after December 31. Employees are certifying to:
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| · | The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Employee has any direct or indirect beneficial ownership; |
| · | The name of any broker, dealer or bank with which the Employee maintains an account in which any securities were held for the Employee’s direct or indirect benefit; and |
| · | The date the Employee submit the report. |
| 7. | Exceptions from Reporting Requirements |
There are limited exceptions from certain reporting requirements. Specifically, an Employee is not required to submit:
| · | Quarterly reports for any transactions effected pursuant to an Automatic Investment Plan. |
| · | It may be possible for Employees to exclude accounts held personally or by immediate family members sharing the same household if the Employee does not have any direct or indirect influence or control over the accounts. Employees should consult with the CCO before excluding any accounts held by immediate family members sharing the same household. |
| · | Employees’ third-party managed discretionary accounts and third-party managed trusts that the Employee is a grantor or beneficiary of (“Managed Accounts”) are generally not subject to reporting requirements. Employees must formally request an exception for Managed Accounts through SmartRIA and must submit a copy of the discretionary account management agreement or a copy of the declaration of trust, along with the contact information of the third-party manager or trustee, to the CCO. The CCO may request written certification or other documentation evidencing that the Employee does not have discretion over the account from the unaffiliated investment adviser or trustee. On a sample basis, the CCO may also request reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to the Code of Ethics, absent reliance on a reporting exception. |
| 8. | Review of Employee Trading |
The CCO or his or her designee may periodically review Employee trades against the Firm’s trades or other market information to ensure that no Employee uses his or her position at the Firm to unfairly advantage themselves. This may include reviewing for manipulative practices including front running, tailgating, trading opposite of the firm and insider trading.
Employee trades should be executed in a manner consistent with our fiduciary obligations to our Clients: trades should avoid actual improprieties, as well as the appearance of impropriety. Employee trades must not be timed to precede orders placed for any Client, nor should trading activity be so excessive as to conflict with the Employee’s ability to fulfill daily job responsibilities.
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Disclosure of the Code of Ethics
Connetic will describe its Code of Ethics in Part 2A of Form ADV and, upon request, will furnish Clients with a copy of the Code of Ethics. All Client requests for Connetic’s Code of Ethics should be directed to the CCO.
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Exhibit A – Reportable Accounts
| Account types | Reportable Account under the Code? |
Notes |
| Private placement (includes private fund(s) managed by Connetic) | Yes | |
| Any account that can hold any Reportable Security (e.g., Brokerage, trust, IRA, Roth IRA, UTMA, UGMA) that Employees have beneficial ownership in or investment influence/control over | Yes | |
| ESOPs from former employers | Yes | This includes both public and private equity. |
| 401(k) plans from former employers | Maybe | If the plan holds Reportable Securities, it is reportable. |
| Third party managed accounts, including Robo-Advised Accounts | Maybe excluded (upon CCO’s review) from reporting. | Documentation, such as a copy of the Discretionary investment management agreement must be submitted to CCO. |
| 529 Plans | No | |
| Connetic’s 401(k) plan | No |
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Exhibit B – Reportable Securities
| Security types | Reportable under the Code? |
Subject to Pre-clearance under the Code? |
| bonds, options, futures contracts on other securities, participations in profit-sharing agreements, and interests in oil, gas, or other mineral royalties or leases, and any instrument commonly known as a security | Yes | No* |
| Public equity | Yes | No |
| Private Placements (includes private fund(s) managed by Connetic) | Yes | Yes, for initial investments. Additional subscriptions do not need to be pre-cleared just reported. |
| IPO’s | Yes | Yes |
| Closed-end funds, Business Development Companies (BDCs), Exchange Traded Funds (ETFs), and Exchange Traded Notes (ETNs) | Yes | Yes, if they are managed by Connetic (i.e., Reportable Funds). |
| Open-End Investment Companies (i.e., mutual funds) | No | No |
| Shares Issued by Money Market Funds | No | No |
| Direct Obligations of the Government of the United States | No | No |
| Bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements | No | No |
| * | Purchasing or selling options or futures of a Reportable Security owned by a Connetic managed account is prohibited. |
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Exhibit C – Reporting Obligations
| Reporting requirement | At hire | Frequency of on-going reporting |
| Securities Holdings Report | Yes | Annual |
| Securities Transaction Report | No | Quarterly |
| Outside Business Activities Attestation | Yes | Quarterly |
| Gifts and Entertainment Attestation | No | Quarterly |
| Political Contributions Attestation | Yes | Quarterly |
| Reportable Accounts Attestation | Yes | Quarterly |
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