In accordance with SEC regulations, VELA Investment Management, LLC (“VELA”) has adopted a code of ethics to:

As an investment advisory firm, VELA has an overarching fiduciary duty to its clients. They deserve its undivided loyalty and effort, and their interests come first. VELA has an obligation to uphold that fiduciary duty and see that its personnel do not take inappropriate advantage of their positions and the access to information that comes with their positions.

VELA holds its Supervised Persons accountable for adhering to and advocating the following general standards to the best of their knowledge and ability:

Failure to comply with VELA’s Code of Ethics may result in disciplinary action, up to and including termination of employment.

“Access Person” includes any supervised person who has access to non-public information

regarding any client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any client account or any fund the adviser or its control affiliates manage, or is involved in making securities recommendations to clients, or has access to such recommendations that are non-public. All of the firm’s directors, officers, and partners are presumed to be Access Persons. VELA has designated all Supervised Persons as Access Persons.

“Advisers Act” means Investment Advisers Act of 1940.

“Adviser” means VELA.

“Automatic Investment Plan” (i) shall mean any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation and (ii) shall include dividend reinvestment plans.

“Beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a- 1(a)(2) under the Securities Exchange Act of 1934: a direct or indirect “pecuniary interest” that is held or shared by a person directly or indirectly in a security, through any contract, arrangement, understanding, relationship or otherwise, which offers the opportunity to directly or indirectly profit or share in any profit from a transaction. An Access Person is presumed to have beneficial ownership of any immediate family member’s account. Exceptions for the immediate family requirement may be granted by the CCO or President.

“CCO” means Chief Compliance Officer per rule 206(4)-7 of the Investment Advisers Act of 1940.

For the purposes of this Code of Ethics, a “Conflict of Interest” will be deemed to be present when an individual’s private interest interferes in any way, or even appears to interfere, with the interests of the adviser as a whole.

“Immediate Family” means any child, stepchild, grandchild, parent, step-parent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

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

“Investment personnel” means any Supervised Person of the investment adviser or of any company in a control relationship to the investment adviser who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for clients.

“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505 or Rule 506 thereunder.

“Reportable Fund” means (i) any Fund for which VELA serves as an investment adviser as defined in section 2(a)(20) of the Investment Company Act, or (ii) any Fund whose investment adviser (including sub-advisers) or principal underwriter controls, is controlled by, or is under common control with VELA. Control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

“Reportable Account” means any bank, brokerage, trust, retirement, insurance, investment, or similar account, including accounts of immediate family members who reside in the same household as the access person, in which Reportable Securities are purchased, sold, or held. Reportable Account does not include accounts held directly with the distributors of registered investment companies in which only shares of that same investment company’s open-ended mutual funds are purchased, sold or held (a practice commonly known as “fund direct.”).

Access Persons are not required to report 529 plan accounts as long as VELA or an affiliate does not manage, distribute, market or underwrite the 529 Plan or the investments and strategies underlying the 529 Plan (college savings plan).

“Reportable Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing, except:

“Supervised Persons” (SP(s)) means directors, officers, and partners of the adviser (or other persons occupying a similar status or performing similar functions); Supervised Persons of the adviser; and any other person who provides advice on behalf of the adviser and is subject to the adviser’s supervision and control.

“Blind Trust” means an arrangement in which a trustee manages a security account for an Access Person who has no knowledge of or power to interfere with the trustee’s actions.

“Third Party Managed Account” means an account managed by a third party such as a trust or other securities account.

Compliance with Laws and Regulations

Supervised Persons of VELA must comply with applicable state and federal securities laws. Specifically, Supervised Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, non-public information about the security. The SEC defines information as material if “there is a substantial likelihood that a reasonable shareholder would consider it important in making an investment decision.” Information is non-public if it has not been disseminated in a manner making it available to investors generally.

VELA strictly prohibits trading personally or on the behalf of others, directly or indirectly, based on the use of material, non-public or confidential information. VELA additionally prohibits the communicating of material non-public information to others in violation of the law. Supervised Persons who are aware of the misuse of material non-public information should report such to the CCO. This policy applies to all of VELA’s Supervised Persons without exception.

Please note that it is the SEC’s position that the term “material non-public information” relates not only to issuers but also to the adviser’s securities recommendations and client securities holdings and transactions. Currently, no Supervised Persons of VELA serve as officers or directors at a public company.

Background

VELA has established written policies and procedures reasonably designed, taking into

consideration the nature of VELA’s business, to prevent the misuse of material, non-public information by VELA and its Supervised Persons.

Compliance Requirements

The CCO is responsible for:

Material Interest

VELA will recommend to clients, or buy or sell for client accounts, securities in which the firm or a related person has a material financial interest. (Examples of a material financial interest would include acting as a principal, general partner of a partnership/fund where clients are solicited to invest or acting as an investment adviser to an investment company that the firm recommends to clients.)

Investing Personal Money in the Same Securities as Clients

From time to time, representatives of VELA may buy or sell securities for themselves that they also recommend to clients. The CCO will always document any transactions that could be construed as conflicts of interest.

Initial Public Offerings (IPOs)

No Access Person or other Supervised Person may acquire, directly or indirectly, beneficial ownership in any securities in an Initial Public Offering.

Limited or Private Offerings

No Access Person or other Supervised Person may acquire, directly or indirectly, beneficial ownership in any securities in a Limited or Private Offering without first obtaining the prior approval of the CFO. Investment personnel are required to disclose such investment to any client considering an investment in the issuer of such Limited or Private Offering.

VELA Requirements –

If VELA manages a strategy or mutual fund in a specific asset class (i.e. international or small cap), Supervised Persons are only permitted to purchase the VELA strategy or mutual fund for that asset class in their personal accounts. Supervised Persons are not permitted to purchase non-VELA managed strategies or funds in that asset class for their personal accounts except for direct obligations of the US Government.

All Supervised Persons are prohibited from purchasing any individual equity (ETFs are considered to be individual equity securities) or fixed income (except direct obligations of the US Government) security. Supervised Persons are permitted to sell individual security holdings however the sale must be precleared or meet the de minimis guidelines.

These restrictions apply to all reportable accounts except for: managed accounts, blind trusts, dividend reinvestment, HSAs and retirement accounts such as a 401(k), unless it is a self- directed 401(k).

Blackout Periods

From time to time, Supervised Persons of VELA may sell securities for themselves at or around the same time as clients. This may provide an opportunity for Supervised Persons of VELA to sell securities before or after recommending securities to clients resulting in Supervised Persons profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest.

All Supervised Persons must preclear the sale of equity securities transactions (this includes ETFs) except if the transaction meets the requirements of the Code’s de minimis exception. Preclearance will be granted by the CFO or in the case of a preclearance request from the CFO by the President. In addition, no Supervised Person is permitted, unless it meets the de minimis exception requirements, to sell any equity security which has been sold in a client account for the past three trading days.

Managed Accounts

Access Persons who have a Blind Trust – an arrangement in which a trustee manages a security account for an Access Person who has no knowledge of or power to interfere with the trustee’s actions – must report the existence of the securities account annually on the Annual Holdings Reports. The pre-clearance and other reporting requirements of the Code of Ethics do not apply to a Blind Trust.

Access Persons who have Third-Party Managed Accounts (Managed Accounts) in which discretionary authority is granted to a third party (such as trusts, IRA rollovers, etc.) must report these accounts initially upon becoming an Access Person and annually thereafter. The Access

Person must also provide a copy of the Managed Account agreement or other relevant documents to the CCO as part of the Initial Holdings Report or at the time the Managed Account is opened. The pre-clearance requirements of the Code of Ethics do not apply to transactions in Managed Accounts however, the Access Person must provide duplicate copies of confirmations and/or statements for the Managed Account.

For Access Persons whose accounts are managed by VELA, trades will be placed for these accounts at the same time as trades for clients in the managed strategy.

Margin Accounts

Investment personnel are prohibited from purchasing securities on margin.

Option Transactions

Investment personnel are prohibited from purchasing options.

Short Sales

Investment personnel are prohibited from selling any security short.

Conflicts of Interest

VELA has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interest of its clients. A conflict of interest may arise if a person’s personal interest interferes, or appears to interfere, with the interests of VELA or its clients. A conflict of interest can arise whenever a person takes action or has an interest that makes it difficult for him or her to perform his or her duties and responsibilities for VELA honestly, objectively and effectively.

While it is impossible to describe all of the possible circumstances under which a conflict of interest may arise, listed below are situations that most likely could result in a conflict of interest and that are prohibited under this Code of Ethics:

Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the CCO. If the CCO deems the disclosed interest to present a material conflict, the investment personnel may

not participate in any decision-making process regarding the securities of that issuer.

Gifts and Entertainment

Supervised Persons are not permitted to give or accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision- making or make them feel obligated to a person or firm. Similarly, Supervised Persons are not permitted to offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel obligated to VELA or the Supervised Person.

Gifts

No Supervised Person may receive any gift, service, or other thing of more than de minimis value ($100.00) from any individual or entity that does business with or on behalf of the adviser, unless it meets the definition of entertainment. Gifts of food or other items that can be shared among Supervised Persons, even if more than the de minimis value, are permitted. No Supervised Person may give or offer any gift of more than de minimis value to existing clients, prospective clients, or any entity that does business with or on behalf of the adviser without written pre- approval by the CCO or President. The annual receipt of gifts from the same source valued at $100 or less, per calendar year, shall be considered de minimis.

No Supervised Person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does business with or on behalf of VELA.

Entertainment

The receipt of an occasional dinner, a round of golf, a ticket to a sporting event or the theater, or comparable entertainment is also considered to be of de minimis value if the person or entity providing the entertainment is present. Ticket values are to be the higher of the cost or the face value.

All gifts and entertainment greater than $50.00 (from an individual or an entity), given and received, should be reported to the Head of Marketing & Communications, no later than the end of the quarter in which the event occurred, to be tracked in the Gifts and Entertainment log. Each Supervised Person will be required to provide a Gift & Entertainment Attestation within 30 days after the end of a quarter.

Bribes and kickbacks are criminal acts, strictly prohibited by law. Supervised Persons must not offer, give, solicit or receive any form of bribe or kickback.

Service on Board of Directors

Supervised Persons are not permitted to serve as an officer or on the board of directors of publicly traded companies absent prior authorization by the CCO. Any such approval may only be made if it is determined that such board service will be consistent with the interests of the clients and of VELA, and that such Supervised Person serving as an officer or director will be isolated from

those making investment decisions with respect to such company by appropriate procedures. A director of a private company may be required to resign, either immediately or at the end of the current term, if the company goes public during his or her term as director.

Confidentiality

Supervised Persons shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information, except when they are authorized or legally obliged to disclose the information. They may not use confidential information acquired in the course of their work for their personal advantage. Supervised Persons must keep information about clients (including former clients) in strict confidence, including the client’s identity (unless the client consents), the client’s financial circumstances, the client’s security holdings, and advice furnished to the client by the firm.

For any activity where it is indicated in the Code of Ethics that pre-clearance is required, the following procedure must be followed:

Holdings Reports

Every Access Person shall, no later than ten (10) days after the person becomes an Access Person and annually thereafter, file a holdings report containing the following information:

number of shares and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership when the person becomes an Access Person;

The information in the holdings report must be current as of a date no more than forty-five (45) days prior to the date the report was submitted.

Transaction Reports

Every Access Person shall, no later than thirty (30) days after the end of the calendar quarter, file transaction reports containing the following information:

Access Persons may use duplicate brokerage confirmations and account statements in lieu of submitting quarterly transaction reports, provided that the required information is contained in those confirmations and statements.

Report Confidentiality

Holdings and transaction reports will be held strictly confidential, except to the extent necessary to implement and enforce the provisions of the code or to comply with requests for information from government agencies.

Exceptions to Reporting Requirements

Access Persons do not need to submit:

confirmations or account statements that the firm holds in its records so long as it receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

Review of Personal Securities

VELA is required by the Advisers Act and applicable state law to review Access Persons’ initial holdings report and to do so annually thereafter. Transaction reports are reviewed at least quarterly. The CCO is responsible for reviewing these transactions and holdings reports. The CCO’s personal securities transactions and reports shall be reviewed by designated firm personnel.

Access Persons are subject to the reporting requirements detailed above for personal accounts and all accounts in which they have any beneficial ownership in any reportable securities. For clarification, these terms are defined in this Code.

Initial Certification

The firm is required to provide Supervised Persons with a copy of this Code. Supervised Persons are to certify in writing via an attestation statement that they have: (a) received a copy of this Code; (b) read and understand all provisions of this Code; and (c) agreed to comply with the terms of this Code.

Acknowledgement of Amendments

The firm must provide Supervised Persons with any amendments to this Code and Supervised Persons must submit a written acknowledgement that they have received, read, and understood the amendments to this Code.

Annual Certification

Supervised Persons annually must certify via an attestation statement that they have read, understood, and complied with this Code of Ethics and that the Supervised Person has made the reports required by this Code and has not engaged in any prohibited conduct.

The CCO will maintain records of these certifications of compliance.

Supervised Persons must report violations of the firm’s Code of Ethics promptly to the CCO via email or in a private conversation. If the CCO is involved in the violation or is unreachable, Supervised Persons may report directly to the CCO’s Supervisor or another firm principal. Reports of violations will be treated confidentially to the extent permitted by law and

investigated promptly and appropriately. People may report violations of the Code of Ethics on an anonymous basis. Examples of violations that must be reported include (but are not limited to):

No retribution will be taken against a person for reporting, in good faith, a violation or suspected violation of this Code of Ethics.

Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.

Training and Education

The CCO is responsible for training and educating Supervised Persons regarding this Code. Training will occur periodically as needed and Supervised Persons are required to attend any training sessions or read any applicable materials.

Recordkeeping

CCO will ensure that VELA maintains the following records in a readily accessible place:

Annual Review

CCO, in conjunction with members of the Compliance Team, will review at least annually the adequacy of this Code of Ethics and the effectiveness of its implementation and make any changes needed.

Sanctions

Any violations discovered by the CCO will be reported to the CFO and President. The report will include the corrective action taken and any recommendation for disciplinary action deemed appropriate by the CCO. The recommendation will be based on, among other things, the severity of the infraction, whether it is a first or repeat offense, and whether it is part of a pattern of disregard for the letter and intent of this Code of Ethics. Upon recommendation of the CCO, the CFO or President may impose such sanctions for violation of this Code of Ethics as it deems appropriate, including, but not limited to:

Initial and Annual Certification of Compliance with
VELA Investment Management
Code of Ethics

I certify that:

Initial Holdings Report for Access Persons
VELA Investment Management

As an Access Person you are required to disclose, within 10 business days of becoming an Access Person, all Reportable Securities holdings in which you have a direct or indirect beneficial ownership (which includes securities held by Immediate Family members, as defined by the Code of Ethics, who share the same household as you) and are held in accounts over which you have direct or indirect influence or control. In addition, you are required to report the name of any broker-dealer or bank with which you maintain an account for any securities held for your direct or indirect benefit.

Reportable Securities include: any stock, bond (including municipal securities), future, investment option or contract, exchange traded fund (“ETF”) whether registered as an open-end management company or as a unit investment trust, or other security.

Reportable Securities do not include direct obligations of the U.S. Government, bankers’ acceptances, bank CDs, commercial paper and high-quality short-term debt instruments, including repurchase agreements, shares of open-end mutual funds including money market funds and shares issued by unit investment trusts.

Attached is a complete and accurate list of all reportable securities and a complete and accurate list of all accounts where any securities are held for your direct or indirect benefit.

I certify that I have no knowledge of the existence of any personal conflict of interest which may involve any client account, such as the existence of any economic relationship between my transactions and Reportable Securities held or to be acquired by a client.

This information is current, as of the date I became an Access Person of VELA.

Access Persons Initial Holdings Report
VELA Investment Management

Please provide the required information by completing this form or by providing copies of account statements.

Access Persons Initial Report of Broker-Dealer
or Bank Accounts
VELA Investment Management

Annual Holdings Report for Access Persons
VELA Investment Management
For Calendar Year Ending December 31, ____

As an Access Person you are required to disclose, within 30 calendar days after the end of a calendar year, all Reportable Securities holdings in which you have a direct or indirect beneficial ownership (which includes securities held by Immediate Family members, as defined by the Code of Ethics, who share the same household as you) and are held in accounts over which you have direct or indirect influence or control. In addition, you are required to report the name of any broker-dealer or bank with which you maintain an account for any securities held for your direct or indirect benefit.

Reportable Securities include: any stock, bond (including municipal securities), future, investment option or contract, exchange traded fund (“ETF”) whether registered as an open-end management company or as a unit investment trust, or other security.

Reportable Securities do not include: direct obligations of the U.S. Government, bankers’ acceptances, bank CDs, commercial paper and high quality short-term debt instruments, including repurchase agreements, shares of open-end mutual funds including money market funds and shares issued by unit investment trusts.

Attached is a complete and accurate list of all reportable securities and a complete and accurate list of all accounts where any securities are held for your direct or indirect benefit.

I certify that I have no knowledge of the existence of any personal conflict of interest which may involve any client account, such as the existence of any economic relationship between my transactions and Reportable Securities held or to be acquired by a client.

This information is current, within 45 days of the date of submission.

Access Persons Annual Holdings Report
VELA Investment Management
As of Calendar Year Ending December 31, _____

Please provide the requested information by completing this form or by providing copies of account statements.

Access Persons Annual Report of Broker-Dealer
or Bank Accounts
VELA Investment Management
As of Calendar Year Ending December 31, ____

QUARTERLY REPORT OF PERSONAL SECURITIES
TRANSACTIONS
For the Quarter:

Each Access Person of VELA Investment Management must report within 30 days of the end of each calendar quarter any reportable securities transactions in which the Access Person, or a member of their immediate family living in the same household, has a direct or indirect beneficial ownership for accounts over which the Access Person, or a member of their immediate family living in the same household, has direct or indirect influence or control.

Reportable securities include all securities (including ETFs) except for:

____ I have transactions in reportable securities for the calendar quarter listed above and are reporting them in the following manner: (check those that apply)

____ I certify that I have no transactions in Reportable Securities to report for the calendar quarter listed above.

____ I have 3^rd party managed accounts at _______________________ for which I have provided statements (sent directly or attached).

This Report must be signed, dated and returned to the Chief Compliance Officer by:

VELA Investment Management
Personal Securities Trading Request Form

Details of Proposed Transaction:

You o may / o may not execute the proposed transaction described above.

VELA Investment Management Limited Offering Approval Request

(attach a copy of the Limited Offering Memorandum, Private Placement Memorandum, or any other relevant documents)

I understand that approval, if granted, is based upon the information provided herein and I agree to observe any conditions imposed upon such approval. I will notify the CFO in writing if any aspect of the investment is proposed to be changed, (e.g., investment focus of fund, compensation, involvement in Organization’s management) and I hereby acknowledge that such changes may require further approvals or dis-investment by me.

I represent (i) that I have read and understand the Code of Ethics of VELA with respect to personal trading and recognize that I am subject thereto; (ii) that the above trade is in compliance with the code; (iii) that to the best of my knowledge the above trade does not represent a conflict of interest, or an appearance of a conflict of interest, with any client account; and (iv) that I have no knowledge of any pending client orders in this security nor is the above trade in a related security which indirectly would result in a transaction in a security in which there are pending client orders. Furthermore, I acknowledge that no action should be taken by me to affect the trade(s) listed above until I have received formal approval.

Date Received by CFO:__________________ Approved o Not Approved

(Name):________________ (Title):_________________

Date: ______________

VELA Investment Management
Managed Account Certification

I maintain a securities account for which I have or will acquire direct or indirect beneficial ownership which is managed by a third party (Managed Account). The details of the Managed Account are as follows (please complete a separate Managed Account Certification for each Managed Account):

I certify that I have no direct or indirect influence or control over the Managed Account in that:

I do not suggest any particular purchases or sales of securities in the Managed Account to the Trustee or third-party manager.

I do not direct any particular purchases or sales of securities in the Managed Account to the Trustee or third-party manager.

I do not consult with the Trustee or third-party manager regarding the particular allocation of investments in the Managed Account other than to provide information regarding changes in my risk tolerance.

I have provided a copy of the Managed Account document to the CCO and understand that I must provide duplicate copies of transaction or account statement to the CCO in accordance with the reporting requirements of VELA’s Code of Ethics.