Appendix A

Summary Statement on Insider Trading

Under the Insider Trading and Securities Fraud Enforcement Act of 1988 and Section 204A of the Investment Advisers Act of 1940, XXXXX, as an investment adviser, has an affirmative statutory obligation to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of the firm’s business, to prevent misuse of material, non-public information by the firm or persons associated with the firm. The firm and its employees or staff can be subject to stringent civil and criminal penalties for trading securities while in possession of material, non-public information or improperly communicating material, non-public information to others.

Material, Non-public Information

Information is generally thought to be material if there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision, or if the information is reasonably certain to have a substantial effect on the price of the security. The determination of materiality is based on the facts and circumstances of each case. Examples may include, but are not limited to, information about: mergers, acquisitions, tender offers or restructurings; changes in earnings or dividends; significant new business products or discoveries; changes in stock price estimates or credit rating; potential litigation or regulatory action, or loss of key personnel. Remember, this list is NOT exclusive and you must use your training and best judgment. When in doubt, you should seek clarification from the Chief Compliance Officer or the General Counsel.

Information is “non-public” when it has not been disseminated broadly to investors in the marketplace. Tangible evidence of “dissemination” is the best indication that the information is public. The following are examples of public information:

  • Information found in a public filing with the SEC or a stock exchange,
  • Information disseminated by the issuer or securities analysts to the investment community through written reports or public meetings, or
  • Information appearing in publications of general circulation such as Bloomberg or The Wall Street Journal.

Information has not been effectively communicated to the public if there has been:

  • Selective disclosure to the firm or other institutional investors or to select groups of analysts or brokers,
  • Partial disclosure as long as a material component of the inside information remains undisclosed, or
  • Insufficient time for the relevant securities market to trade on the information.

Access to Material, Non-public Information

If you believe that you have received information that might be material, non-public information, you must immediately notify the Chief Compliance Officer. If you are not sure if the information is material, non-public, you should discuss the information with the Chief Compliance Officer or the General Counsel. It is up to the Chief Compliance Officer and the General Counsel to determine if the information is material, non-public.

If the information is determined to be material and non-public, you must comply with the following requirements:

  • Do not discuss the information with anyone other than the Chief Compliance Officer or the General Counsel.
  • If you know other employees, directors, consultants or interns have also received this information, you must inform the Chief Compliance Officer or the General Counsel. The Chief Compliance Officer and the General Counsel will work to ensure that there is no further dissemination of the information.
  • Within the firm, the information must be disseminated on a “need to know” basis only to appropriate personnel. The Chief Compliance Officer must be consulted should a question arise as to who should be privy to material, non-public information.
  • Do not engage in a transaction, either in your personal trading accounts or on behalf of the firm or the firm’s clients, in a financial instrument while in possession of material, non-public information about the issuer.

You are strictly prohibited from providing access to material, non-public information about the firm’s securities recommendations and our clients’ securities holdings and transaction to persons outside the firm, unless disclosure is necessary to carry out the firm’s duties to our clients.

Any violation of the rules relating to material, non-public information will lead to disciplinary action, up to and including immediate termination of your employment.

By signing below, I acknowledge that I have received a copy of this Appendix, the firm’s Summary Statement on Insider Trading that I have read it and understand these provisions relating to the restrictions and handling of material, non-public information.

Signature: ______

Printed Name: ______

Date: ______