Delta Global Asset Management

Code of Ethics - Personal Securities Transactions

A)Introduction

The Firm has adopted this Code of Ethics to govern personal securities investment activities of affiliated persons and to also ensure that such persons comply with applicable federal securities laws. Covered Personnel (as defined below), and others covered by provisions of this Code, must adhere to the general principles of the Code as well as comply with the specific provisions of this Code. Compliance with this Code is a condition of employment/engagement with the Firm. Please seek the advice of the Chief Compliance Officer (“CCO”) for any questions as to the application of this Code to your individual circumstances. You should also understand that a material breach of the provisions of this Code might result in disciplinary action up to and including termination of employment or engagement.

Although this Code contains a number of specific standards and policies, there are three key principles.

Interests of Clients are Paramount

The interests of clients come first. In any decision relating to personal investments, you must avoid serving your own interest ahead of your clients’ interest.

Do not Take Inappropriate Advantage of our Relationship to Clients

You should avoid situations (i.e., unusual investment opportunities, perquisites, accepting gifts of more than token value from persons seeking to do business with the Firm) that compromise, or call into question, the exercise of fully independent judgment in the interests of clients.

Securities Transactions Should Avoid Conflicts of Interest

Although all personal securities transactions by Covered Personnel must be conducted in a manner consistent with this Code, the Code itself is based upon the premise that Covered Personnel owe a fiduciary duty to clients and should avoid activity that creates a conflict of interest. This includes executing transactions through or for the benefit of a third-party when the transaction is not in keeping with the general principles of this Code. Technical compliance with the Code will not automatically prevent scrutiny of trades that may otherwise conflict with the interests of clients.

B)Definitions

“Covered Personnel” means 1) the Firm’s principals, directors, officers and partners; 2) personnel with access to nonpublic information regarding clients' purchase or sale of Securities or those participating in or obtaining information regarding the purchase or sale of Securities for clients, or personnel involved in making Securities recommendations to clients; or 3) persons with access or knowledge of such recommendations that are nonpublic. Any provisions of this Code that apply directly to Covered Personnel apply equally to accounts in the names of other persons in which Covered Personnel have Beneficial Ownership.

“Beneficial Ownership” means the opportunity, directly or indirectly, to profit or share in any profit derived from the purchase or sale of the subject Securities. “Beneficial Ownership” includes, but is not limited to, ownership of Securities held by members of immediate family. A person’s immediate family includes the spouse, minor children, any person living in the home and any relative to whose support the person directly or indirectly contributes.

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

“Personal Securities Transaction(s)” means transactions in Securities for the account(s) in the names of Covered Personnel, or for accounts in which Covered Personnel have Beneficial Ownership.

“Purchase or Sale of a Security” includes, among other things, the writing of an option to purchase or sell a security.

“Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization 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, or, in general, any interest or instrument commonly known as “security,” or any certificate or interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase (including options) any of the foregoing.

The term “Security” shall not include the following securities (the “Excluded Securities”):

  • 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 funds (mutual funds) other than reportable funds (note: currently the Firm has no reportable funds); and
  • Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds

Although the term Security under this Code represents an all-inclusive list of investment products, the term will most often apply to those securities listed on any of the nationally recognized stock exchanges of the United States (i.e, New York Stock Exchange, American Stock Exchange, Chicago Stock Exchange, Pacific Stock Exchange, Philadelphia/Baltimore Stock Exchange, or the National Association of Securities Dealers Automated Quotation System (NASDAQ) market, etc.). However, if there is any question by Covered Personnel as to whether a security is “covered” under this Code, he/she should consult with the CCO for clarification on the issue before entering any trade for his/her personal account.

C)Prohibitions

  • All Covered Personnel and Firm employees shall not in any calendar year, receive a gift or anything else (for example, airfare, hotel accommodations, etc.) with a value of more than $1000 from any single person or entity that does business, or is attempting to do business, with the Firm relating to direct services provided to Clients, unless receiving prior written authorization from the Managing Member;
  • All Covered Personnel shall not execute a Personal Securities Transaction without the prior written authorization of the CCO unless allowable under Section D of this Code;
  • All Covered Personnel shall not in a Personal Securities Transaction, acquire any Security in an initial public offering or in a private placement without prior written authorization of the CCO;
  • All Covered Personnel and Firm employees shall not directly or indirectly purchase from or sell to a client any Security, unless the transaction is pre-approved in writing by the CCO;
  • All Covered Personnel and Firm employees shall not hold customer funds or Securities;
  • All Covered Personnel and Firm employees shall not act in any capacity as custodian or trustee for a client account unless approved in writing by the CCO; and
  • All Covered Personnel and Firm employees shall not borrow or lend money or Securities from any client, unless the client is a member of the person’s immediate family or the CCO has approved the transaction in writing.

D)Personal Securities Transactions of Covered Personnel

In no event will employees effect transactions in their own account ahead of or to the disadvantage of a managed account client.

Subject to the exceptions below, Covered Personnel must make a written request and receive approval by the CCO, or his designee, before purchasing Securities for their own accounts. Any approval provided under this Subsection D is effective until the close of business on the tenth (10th) trading day after the approval is granted. In the event that an order for the Personal Securities Transaction is not placed within that time period, a new authorization must be obtained. If the order for the transaction is placed but not executed within that time period, no new authorization is required unless the person placing the original order amends the order.

Exempted Transactions

Subsection D1 does not apply to:

  • Purchases or Sales of Excluded Securities (as defined in this Code);
  • Purchases or Sales of Securities involving less than 3,000 shares of any Security included in the Standard & Poor’s 500 Index;
  • Purchases or Sales of Securities involving less than 3,000 shares of a Security of a company with a market capitalization in excess of $200 million and average daily trading volume in excess of 50,000 shares for the past ten trading days;
  • Purchases or Sales of options contracts on a broad-based market index;
  • Purchases or Sales of Securities effected in any account in which the applicable person has no Beneficial Ownership;
  • Purchases or Sales of Securities which are non-volitional on the part of either applicable person (for example, transactions by non-affiliated persons with discretionary authority over the assets of Covered Personnel when exercising such discretion; or the receipt of stock dividends);
  • Purchases of Securities made as part of automatic dividend reinvestment plans; and
  • Purchases of Securities made as part of an employee benefit plan involving the periodic purchase of company stock or mutual funds.

E)Personal Securities Holding and Transaction Reports

NOTE: Covered Personnel can satisfy the requirements of this Subsection E pertaining to Holding Reports and Transaction Reports by making arrangements for duplicate copies of monthly account statements and trade confirmations on all of their brokerage and securities accounts to be sent to the Firm – attention to the CCO, or his designee.

On a semi-annual basis Covered Personnel shall acknowledge to the CCO or his designee that during the period, he/she (i) has not purchased or sold any securities not listed on the below reports; (ii) has not opened a securities brokerage account during the period which has not been reported, and (iii) agrees to notify the Firm if he/she opens a personal securities account which has not otherwise been disclosed to the Firm.

Holding Reports

Covered Personnel, no later than 1) 10 days after a person becomes subject to the provisions of this Code; and 2) annually each February, must provide the below information:

  • 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 access person has any direct or indirect beneficial ownership;
  • The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and
  • The date the access person submits the report.

Such information shall be current as of a date no more than 45 days prior to them becoming subject to the provisions of this Code applicable to Covered Personnel; or in relation to the annual requirement, current as of a date no more than 45 days prior to the date the report was submitted.

Following submission of these holding reports the CCO, or his designee, will review each report for any violation of this Code.

Transaction Reports

Covered Personnel shall submit Security transaction reports to the CCO, or his designee, no later than 30 days after the end of each calendar quarter, a report showing all transactions during the quarter.

Each transaction report must contain the following information about each Security transaction, other than excluded securities, in which the Covered Personnel had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

  • The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;
  • The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
  • The price of the Security at which the transaction was effected;
  • The name of the broker, dealer or bank with or through which the transaction was effected; and
  • The date the access person submits the report.

Following submission of these transaction reports the CCO, or his designee, will review each report for any violation of this Code.

F)Identification of Covered Personnel and Acknowledgment of Receipt of Code of Ethics

The CCO shall provide all Covered Personnel and Firm Employees a copy of this Code and any amendments on an annual basis. On an annual basis, such persons shall acknowledge in writing the receipt and understanding of this Code and agree to abide by this Code.

The CCO shall also identify all Covered Personnel and maintain a record of all current and former Covered Personnel.

G)Enforcement of Guidelines

Violations of these Guidelines shall be reported to the CCO, or his designee. Upon being informed of a violation of this Code, the CCO, or his designee may impose such sanctions as deemed appropriate, including but not limited to, a letter of censure or suspension, termination of the employment/engagement of the violator or a request for disgorgement of any profits received from a securities transaction effected in violation of this Code.

H)Recordkeeping

The Firm shall maintain the following records as to comply with Rule 204-2(e) of the Advisers Act:

  • These guidelines and any other guidelines which are, or at any time within the past five years, have been in effect;
  • A record of all acknowledgements for each person who is currently, or within the past five years was, considered Covered Personnel pursuant to these guidelines;
  • A record of any violation of these guidelines, and of any action taken as a result of such violation;
  • Copies of reports made by employees pursuant to these guidelines; and
  • A list of all persons who are currently, or within the past five years were, considered Covered Personnel pursuant to these guidelines.

DELTA GLOBAL ASSET MANAGEMENT

Personal Securities Holding and Transaction Acknowledgment

I acknowledge that as of this date______, I (1) have purchased or sold only those securities listed on holding and transaction reports provided to the Firm; (2) reported to the Firm any securities brokerage account opened up during the period that I am required to report, and (3) have notified and disclosed to the Firm all personal securities accounts that I am required to under the Firm’s Code of Ethics.

Print Name Print Name

______

Signature Signature
Code of Ethics - Acknowledgment

I have received and reviewed a copy of Delta Global Asset Management’s Code of Ethics dated February 2007, and understand any requirements contained therein applicable to me.

Acknowledged by:

Print Name:

Date:

DELTA GLOBAL ASSET MANAGEMENT

Personal Securities Holding and Transaction Acknowledgment

I acknowledge that as of , I (1) have only purchased or sold securities listed on holding and transaction reports provided to the Firm; (2) have reported to the Firm any securities brokerage account opened up during the period that I am required to report, and (3) have notified and disclosed to the Firm all personal securities accounts that I am required to under the Firm’s Code of Ethics.

Print NamePrint Name

______

Signature

1

February 2007