GemCom, LLC

Date of

Transaction

Nature of

Transaction

Title and Type of Security

Tracker Symbol or

CUSIP Number

(As Applicable)

Number of Shares

Broker/Dealer or

Bank Where Securities Are Held

High ethical standards are essential for the success of Rockview and to maintain the confidence of Advisory Clients. Rockview is of the view that its long-term business interests are best served by adherence to the principle that Advisory Clients’ interests come first. Rockview has a fiduciary duty to its Advisory Clients, which requires individuals associated with Rockview to act solely for the benefit of Advisory Clients. Potential conflicts of interest may arise in connection with the personal trading activities of individuals associated with investment adviser firms. In recognition of Rockview’s fiduciary obligations to its Advisory Clients and Rockview’s desire to maintain its high ethical standards, Rockview has adopted this Code of Ethics containing provisions designed to: (i) prevent improper personal trading by Access Persons; (ii) prevent improper use of material, non-public information about securities recommendations made by Rockview or securities holdings of Advisory Clients; (iii) identify conflicts of interest; (iv) provide a means to resolve any actual or potential conflict in favor of the Advisory Client; and (v). ensure that our Supervised Persons act in conformance with all applicable securities laws.

Capitalized terms not defined in this Appendix shall have the meanings provided inSection II of the Compliance Manual.

One goal is to allow Rockview’s Access Persons to engage in personal securities transactions while protecting its Advisory Clients, Rockview and its Access Persons from the conflicts that could result from a violation of the securities laws or from real or apparent conflicts of interests. While it is impossible to define all situations that might pose such a risk, this Code of Ethics is designed to address those circumstances where such risks are likely to arise.

Adherence to the Code of Ethics and the related restrictions on personal investing is considered a basic condition of employment for employees and Access Persons (as applicable) of Rockview. If there is any doubt as to the propriety of any activity, employees should consult with the Chief Compliance Officer or his/her designee, who is charged with the administration of this Code of Ethics, has general compliance responsibility for Rockview and may offer guidance on securities laws and acceptable practices, as the same may change from time to time. The Chief Compliance Officer may rely upon the advice of outside legal counsel or outside compliance consultants.

In addition, all employees are expected to conduct their personal affairs in a manner that will not conflict with their duties for Rockview or their fiduciary duties to Rockview’s clients. Upon joining, each employee must provide Rockview with a report in the form attached as Exhibit 7 listing all material outside activities, directorships, or major ownership (over 5%) in any entity. No Employee may engage in any outside activities as employee, proprietor, partner, consultant, trustee, officer or director without prior written consent of the Chief Compliance Officer. Volunteer activities in a non- managerial and non-director role, family private foundations and real estate cooperative or condominium boards for which the employee serves without compensation are exempt from this prohibition. If you have any questions about any potential activity or position outside Rockview, please discuss it with the Chief Compliance Officer.

A. Personal Accounts of Access Persons Where Reportable Securities are Held (Pursuant to the Definition in Section III.B of this Code of Ethics). This Code of Ethics applies to all Personal Accounts of all Access Persons. A Personal Account also includes an account maintained by or for:

1. Access Person's spouse (other than a legally separated or divorced spouse of the Access Person) and minor children;

2. Any individuals who live in the Access Person's household and over whose purchases, sales, or other trading activities the Access Person exercises control or investment discretion;

3. Any persons to whom the Access Person provides primary financial support, and either (i) whose financial affairs the Access Person controls, or (ii) for whom the Access Person provides discretionary advisory services;

4. Any trust or other arrangement which names the Access Person as a beneficiary; and

5. Any partnership, corporation, or other entity of which the Access Person is a director, officer or partner or in which the Access Person has a 25% or greater beneficial interest, or in which the Access Person owns a controlling interest or exercises effective control.

As provided in Section V.A.(1) below, upon receipt of this Compliance Manual, each Access Person will be required to provide a comprehensive list of all Personal Accounts to Rockview’s Chief Compliance Officer.

B. Personal Accounts. A Personal Account does not include any account for which an Access Person serves as trustee of a trust for the benefit of (i) a person to whom the Access Person does not provide primary financial support, or (ii) an independent third party.

1. Personal Accounts of Other Access Persons. A Personal Account of an Access Person that is managed by another Access Person is considered to be a Personal Account only of the Access Person who has a Beneficial Ownership in the Personal Account. The account is considered to be a client account with respect to the Access Person managing the Personal Account.

2. Solicitors/Consultants. Non-employee Solicitors or consultants are not subject to this Code of Ethics unless the Solicitor/consultant, as part of his duties on behalf of Rockview becomes an Access Person.

A client account includes any account managed by Rockview which is not a Personal Account.

It is the duty of all of Rockview’s Supervised Persons to comply with applicable federal securities laws. Through this Code of Ethics and the Compliance Manual, a compliance infrastructure has been established that seeks to identify applicable legal requirements and provide policies and procedures for Supervised Persons to carry out their responsibilities in a legal and ethical fashion. It is everyone’s responsibility to act within both the letter and spirit of these policies and procedures. Any questions regarding the scope of the Code or any other compliance policy or procedures should be addressed promptly with the Chief Compliance Officer.

A. General. It is the responsibility of each Access Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code of Ethics, the limitations imposed by the internal Restricted Securities List, or otherwise prohibited by any applicable laws. Personal securities transactions for Access Persons may be affected only in accordance with the provisions of this Section.

B. Pre-clearance of Transactions in Personal Account. An Access Person must obtain the prior written approval of the Chief Compliance Officer before engaging in any Reportable Security transaction in his or her Personal Account. A request for pre-clearance must be made by completing the Pre-Clearance Form in advance of the contemplated transaction. A Sample Pre-Clearance Form is attached as Exhibit 1. Any approval given under this paragraph will remain in effect for 48 hours.

C. Short Sales. An Access Person shall not engage in any short sale of a security if, at the time of the transaction, any Advisory Client account managed by Rockview has a long position in such security.

Option Writing. An Access Person may not engage in uncovered option writing.

E. Day Trading Prohibited. All transactions executed by Access Persons must be held a minimum of 10 business days

A. All Access Persons are required to submit to the Chief Compliance Officer (subject to the applicable provisions of Section V. below) the following reports:

1. Initial Holdings Report – Access Persons are required to provide the Chief Compliance Officer with an Initial Holdings Report within 10 days of the date that such person became an Access Person that meets the following requirements:

a. Must disclose all of the Access Person’s current securities holdings with the following content for each Reportable Security (as defined in IV.B. below) that the Access Person has any direct or indirect beneficial ownership:

b. Must disclose the name of any broker, dealer or bank with which the Access Person maintains a Personal Account.

c. Information contained in Initial Holding Reports must be current as of a date no more than 45 days prior to the date of submission.

e. Access Persons should use the form of Initial Holdings Report contained in Exhibit 2 to this Code of Ethics.

2. Annual Holdings Report – Subject to the applicable provisions of Section V. below, Access Persons must also provide Annual Holdings Reports of all current reportable securities holdings at least once during each 12 month period (the “Annual Holding Certification Date”). For purposes of this Code, the Annual Holdings Certification Date is December 31 and the Annual Holdings Report must be provided no later than February 14 of each year. From a content perspective, such Annual Holdings Reports must comply with the requirements of Section IV.A.(1)(a), (b) and (c) above. Access Persons should use the form of Annual Holdings Report contained in Exhibit 3 to this Code of Ethics.

3. Quarterly Transaction Reports –Subject to the applicable provisions of Section V. below, Access Persons must also provide quarterly securities transaction reports for each transaction in a Reportable Security (as defined in Section IV.B. below) that the Access Person has any direct or indirect beneficial ownership. Such quarterly transaction reports must meet the following requirements:

b. Timing Requirements – Subject to Section VI.C., Access Persons must submit a quarterly transaction report no later than 30 days after the end of each quarter.

c. Access Persons should use the form of quarterly transaction report provided in Exhibit 4 to this Code of Ethics.

B. Definition of Reportable Security – For purposes of the reporting requirements, a Reportable Security is any financial instrument that is known as a security and as defined in detail in Section 202(a)(18) of the Advisers Act, EXCEPT that it does NOT include:

2. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

4. Shares issued by registered open-end funds; provided that (i) such funds are NOT advised by Rockview or an affiliate and such fund’s adviser or principal underwriter is not controlled or under common control with Rockview or (ii) such funds are not exchange-traded funds;

5. Shares issued by unit investment trusts that are invested exclusively in one or more registered open-end funds; provided that such funds are NOT advised by Rockview or an affiliate and such fund’s adviser or principal underwriter is not controlled or under common control with Rockview

Duty to Update – All Access Persons are required to promptly update any information in their holdings reports that may be incomplete or incorrect.

EXCEPTIONS FROM REPORTING REQUIREMENTS/ ALTERNATIVE TO QUARTERLY TRANSACTION REPORTS

This Section sets forth exceptions from the reporting requirements of Section IV of this Code. All other requirements will continue to apply to any holding or transaction exempted from reporting pursuant to this Section. Accordingly, the following transactions will be exempt only from the reporting requirements of Section IV:

A. No Initial, Annual or Quarterly Transaction is required to be filed by an Access Person with respect to securities held in any Personal Account over which the Access Person has (or had) no direct or indirect influence or control;

B. Quarterly Transaction Reports are not required to be submitted with respect to any transactions effected pursuant to an automatic investment plan (although holdings need to be included on Initial and Annual Holdings Reports);

C. Quarterly Transaction Reports are not required if the report would duplicate information contained in broker trade confirm or account statements that an Access Person has already provided to the Chief Compliance Officer; provided, that such broker trade confirm or account statements are provided to the Chief Compliance Officer within 30 days of the end of the applicable calendar quarter. This paragraph has no effect on an Access Person’s responsibility related to the submission of Initial and Annual Holdings Reports.

a. Ensure that the content of such broker confirms or account statements for any Personal Account meet the content required for Quarterly Transaction Reports set forth in Section IV.A.3 above; and

b. Inform the CCO that you would like to avail yourself of this compliance option and provide the CCO with the following for each of your Personal Accounts:

c. The CCO will then work with the individual Access Person to send the form of letter attached to this Code of Ethics as Exhibit 5 to the institution(s) in question.

PROTECTION OF MATERIAL NON-PUBLIC INFORMATION ABOUT SECURITIES/INVESTMENT RECOMMENDATIONS

In addition to other provisions of this Code of Ethics and Rockview’s Compliance Manual (including Section Error! Reference source not found.Error! Reference source not found.. of the Compliance Manual and the Insider Trading Procedures in 0), Access Persons should note that Rockview has a duty to safeguard material, non-public information about securities/investment recommendations provided to (or made on behalf of) Advisory Clients. As such, Access Persons generally should not share such information outside of Rockview. Notwithstanding the foregoing, Access Persons and Rockview may provide such information to persons or entities providing services to Rockview or Advisory Clients where such information is required to effectively provide the services in question. Examples of such are:

If there are any questions about the sharing of material, non-public information about securities/investment recommendations made by Rockview, please see the Chief Compliance Officer.

Rule 206(4)-5 under the Advisers Act prohibits practices commonly known as “pay to play,” where an investment adviser or its employees directly or indirectly make contributions or other payments to public officials with the intent of generating investment advisory business.

1. A “Contribution” includes any gift, subscription, loan, advance, deposit of money or anything of value made for the purpose of influencing an election to an elective office. A Contribution includes, without limitation, payment of campaign debts and payment of transition or inaugural expenses.

2. A “Government Official” means any candidate for elective office or incumbent holding elective office if the office holder (i) is directly or indirectly responsible for, or can influence the hiring of, an investment adviser by a government entity or (ii) has the authority to appoint any person who is directly or indirectly responsible for, or can influence the hiring of, an investment adviser by a government entity.

3. A “Government Entity” means any U.S. state or political subdivision of a U.S. state, including its agencies, authorities, instrumentalities, plans, programs and pools of assets. For the avoidance of doubt, government entities include all pension plans and collective government funds, including participant-directed plans such as 403(b), 457 and 529 plans.

1. De Minimis Threshold. Covered Associates may make a Contribution or series of Contributions to a Government Official, without pre-approval of or notice to the Chief Compliance Officer, provided that the aggregate contributions to any one Government Official per election do not exceed (i) $350 with respect to any Government Official for which a Covered Associate is entitled to vote at the time of the Contribution or (ii) $150 with respect to any other Government Official.

2. If a Covered Associate desires to make a Contribution above the de minimis limits described above, or coordinates or solicits any third party to make any Contribution to, or for the benefit of or at the request of, any Government Official, then the Covered Associate must submit a written request to the Chief Compliance Officer (a form for this purpose is attached to this Code as Exhibit 6) that includes:

b. The government official to whom such Contribution or on whose behalf such coordination or solicitation was made;

c. If applicable, the elective or appointed office or other government position that such Government Official occupies at the time of the Contribution, coordination or solicitation;

d. If applicable, the elective or appointed office or other government position sought by such Government Official at the time of the proposed Contribution, coordination or solicitation;

e. If applicable, the person who requested that such employee make the proposed Contribution or engage in such coordination or solicitation;

f. The form of the proposed Contribution, coordination or solicitation, as the case may be; and

g. A brief description of the reason for the Contribution, coordination or solicitation and any other relevant facts or circumstances.

3. Covered Associates are not required to submit a written request to the Chief Compliance Officer before making (or a written report after the fact after making):

a. Donations of their time to a Government Official, provided that (i) Rockview did not tell them to volunteer their time; (ii) Rockview’s resources were not used and (iii) the employee’s campaign activities do not otherwise take place during business hours;

b. Payments to political action committees (“PACs”), political parties or charities (provided that such payments are not being used as an indirect means to “channel” the contribution to a Government Official); or

c. Contributions to candidates for federal office, provided that such candidate is not also a Government Official by virtue of a state or local office held during the campaign.

Covered Associates should also report Contributions and activities, done indirectly that, if done directly, would require such Covered Associate to submit a request as described above. Examples of such activities include a spouse making a Contribution for the employee spouse.

1. If a “Covered Associate” makes a Contribution to a Government Official above the de minimis thresholds, then Rockview may not receive compensation in connection with providing advisory services to the applicable Government Entity for two years after the date of such Contribution. If the Government Entity is an existing investor in an Advisory Client managed by Rockview, then Rockview must waive or rebate any fees otherwise payable by the Government Entity to Rockview for two years or, alternatively, redeem the Government Entity’s interest in the Rockview client or permit the Government Entity to withdraw from the Rockview client. A “Covered Associate” for purposes of rule 206(4)-5 means (i) any managing member or executive officer of Rockview or its affiliates; (ii) any employee whose job duties include the solicitation of any government entity on behalf of Rockview or its affiliates (including any consultant or independent contractor hired by Rockview or its affiliates who solicits a Government Entity on behalf of Rockview or its affiliates) and any person who directly or indirectly supervises them and (iii) any PAC controlled by Rockview or another Covered Associate. Employees performing administrative or advisory services that do not involve solicitation are not Covered Associates.

2. The two-year “time out” resulting from a Covered Associate making a Contribution will continue to apply even if the Covered Associate is no longer employed by Rockview. Furthermore, prior Contributions follow an individual if he or she subsequently becomes a Covered Associate of Rockview (including a non-Covered Associate employee of Rockview who is promoted to a Covered Associate position). When hiring Covered Associates or promoting employees to Covered Associate positions, Rockview shall require disclosure of such Covered Associates’ prior campaign Contributions.

3. Rockview can ask the SEC to waive a “time out” if (i) Rockview discovers the contribution after it occurs and (ii) the “time out” is unnecessary to achieve the intended purpose of rule 206(4)-5 (e.g., if a disgruntled ex-employee of Rockview or its affiliates makes a Contribution triggering a time out on his or her way out the door).

4. Rockview may also avoid a “time out” if (i) the Contribution is discovered within four months and returned within 60 days after discovery, and (ii) the contribution did not exceed $350. This “self help” option is limited to no more than two Contributions per calendar year and to no more than one returned Contribution per Covered Associate, regardless of the time period.

1. At all times that Rockview is providing advisory services to Government Entities, it is required, pursuant to rule 206(4)-5, to keep records of:

a. All direct and indirect Contributions made by Rockview or any of its Covered Associates to Government Officials and payments to state and local political parties and PACs. Contributions and payments must be listed in chronological order, identifying the contributor and recipient and the date and amount of each Contribution;

b. A list of the names, titles and business and residential addresses of all Covered Associates;

c. A list of the Government Entities to which it provides or has provided advisory services during the past five years; and

d. A list of the names and business addresses of each regulated person retained by Rockview to solicit investment advisory business from Government Entities.

Various states, local governments and individual public pension plans have passed legislation, issued regulations or promulgated policies prohibiting or restricting the use of finders or solicitors to solicit public pension plans and/or requiring extensive disclosure with respect to campaign contributions. Rule 206(4)-5 does not preempt any regulation at the state, local or plan-specific level and Rockview will adhere to the most restrictive approach in order to comply with all finder/solicitor and political contribution regulations. These requirements may change over time. As a result, Rockview will monitor state, local and plan- specific regulations that will need to be followed. Such rules may also require covered persons involved in a solicitation to register in the state as a lobbyist and may limit gifts and entertainment provided to Government Officials of a Government Entity.

The practices of receiving and giving gifts and business entertainment have a legitimate place in business. However, when such practices involve a person or organization that has an existing or potential business relationship with Rockview, there is a risk of an actual or perceived conflict or other impropriety. Accordingly, Rockview has adopted this policy on (1) receiving gifts; (2); receiving entertainment; and (3) giving gifts and entertainment. This policy addresses gifts and entertainment in the context of a businessrelationship only and does not address situations where the relationship is primarily personal and independent of business, even if there is also an existing or potential business relationship. If you are in any doubt as to the applicability of this policy, you must seek guidance from the Chief Compliance Officer.

A gift includes anything of value that is provided to you by any third party that has or seeks to have a business relationship with Rockview. Gift giving, particularly around the holidays, is a common practice and accepting a gift of nominal value (having a market value of US$250 or less is generally acceptable, although employees accepting such gifts should always consider whether there could be the appearance of or an actual conflict of interest (such as a specific request for business in return for the gift) that should be raised to the Chief Compliance Officer. No gifts of cash, in any amount, may be accepted. Gifts should not be received regularly from the same vendor, even if each of these gifts is within the limits outlined above. In addition, brokerage firms have rules that prevent them from giving gifts valued in excess of US$250 to the same person in one year. If there is any doubt as to the value of a gift, please consult the Chief Compliance Officer.

To avoid any potential conflict, any business gift in excess of US$250, must be disclosed to the Chief Compliance Officer using the Form attached as Exhibit 8. The Chief Compliance Officer will approve your receipt of the gift or, for gifts that create a potential conflict, determine whether the gifts need to be returned or alternatively handled. The Chief Compliance Officer will maintain a log of all gifts referred to Compliance under this policy.

For purposes of clarity, the following will not be considered gifts under this policy, provided that the gifts are not lavish or extravagant:

gifts that are given for celebratory events, such as wedding or baby gifts, promotions or retirement, where a personal relationship exists;

tombstones or other items with prominently displayed logos provided to recognize a transaction or participation at a conference or similar event; or

token gifts sent to Rockview or its employees at holiday time, for example, food baskets and wine.

Attending business dinners, sporting events and other business-related functions is an important part of developing and maintaining relationships with brokers, suppliers and others with whom Rockview does business. Business entertainment should always include at least one attendee from the company providing the entertainment. If no one from the company that is providing access to the event is present, it is not entertainment and must be viewed as a gift (for example, receiving 4 tickets to take your family to a sporting event) and will generally require payment by the Rockview employee of the estimated cost of the event.

All entertainment must be reasonable and not “lavish” or excessive. All entertainment must also be in good taste and behavior should be commensurate with that expected at a business affair.

Provided that it meets the standards set forth above, the following types of business entertainment do not need approval:

Sporting events, concerts or other similar activities, provided that the event requires no air travel;

Conferences, cocktail parties or other events sponsored by brokerage firms or other companies with which we have or may develop business relationships, provided that the event requires no air travel; or

Any event that involves an activity that is unique or extravagant (hot air ballooning, humvee rides in the desert).

In approving entertainment, the Chief Compliance Officer will consider several factors, including:

What is the potential for a conflict or appearance of a conflict of interest created by accepting the entertainment?

The Chief Compliance Officer will maintain a log of all entertainment requests under this policy.

Any gifts given to employees of companies with which Rockview has or seeks to establish a business relationship must be of nominal value, as defined above, and should never create the appearance of impropriety. Any business gift to be given in excess of US$250, must be approved by the Chief Compliance Officer using the Form attached as

Exhibit 8. No cash or cash equivalent gifts are permitted. No gift of any value may be given to employees of governmental entities (US state, local, federal or non-US) without the prior approval of the Chief Compliance Officer. Business relationships of Rockview, such as with our investors, as well as many other types of institutions with which we have a relationship, often have internal policies on receiving gifts and, accordingly, any gift must also be consistent with those policies. If there is any doubt as to whether a gift would be appropriate, you must contact the Chief Compliance Officer.

Similar policies also apply when Rockview is providing entertainment. Accordingly, any entertainment provided by Rockview that would require approval if received by an employee of Rockview will require approval of your manager and the Chief Compliance Officer. Specifically, no entertainment of any value may be given to employees of governmental entities (US state, local, federal or non-US), including business meals or other similar activities that would be permissible with non-governmental employees, without the prior written approval of the Chief Compliance Officer.

A. Reporting. All employees, members, officers and directors of Rockview have an affirmative obligation to report promptly to the Chief Compliance Officer (i) any situation that may involve a conflict of interest or (ii) other possible violation of this Code of Ethics. Any reports under this section made to the Chief Compliance Officer must be reported by the Chief Compliance Officer to the executive management of Rockview.

B. Review of Transactions. Each Access Person's transactions in his/her Personal Accounts may be reviewed on a regular basis and compared to transactions entered into by Rockview for Advisory Clients. Any transactions that are believed to be a violation of this Code of Ethics will be reported promptly to the Chief Compliance Officer who must report them to the executive management of Rockview.

C. Sanctions. The executive management of Rockview, with advice of outside legal counsel, at its discretion, shall consider reports made to management and upon determining that a violation of this Code of Ethics has occurred, may impose such sanctions or remedial action management deems appropriate or to the extent required by law (as may be advised by outside legal counsel or other advisors). These sanctions may include, among other things, disgorgement of profits, suspension or termination of employment with Rockview, or criminal or civil penalties.

All reports of securities transactions and any other information filed pursuant to this Code of Ethics shall be treated as confidential to the extent permitted by law.


SECURITY NAME	SECURITY TYPE (1)	QUANTITY	TRANSACTION TYPE (2)	PAYMENT TYPE (3)	BROKER PROCESSING TRADE

Note: Firm policy prohibits short-term (e.g. day) trading and uncovered option writing. All transactions executed must be held a minimum of 10 business days (e.g. 2 weeks) and duplicate statements must be sent from your broker to Rockview Management, LLC’s Compliance Department each month.

In connection with my new status as an Access Person at Rockview, the following sets forth all of my holdings in Reportable Securities (as defined in Section IV.B. of Rockview’s Code of Ethics) that are held in my Personal Accounts (as defined in Section II.A. of Rockview’s Code of Ethics).


Title and Type of Security	Tracker Symbol or CUSIP Number (As Applicable)	Number of Shares Held	Principal Amounts of Shares	Broker/Dealer Or Bank Where Securities Are Held

No holdings in Reportable Securities (as defined in Section IV.B. of Rockview’s Code of Ethics)

_{The undersigned Access Person certifies that all information contained in this report is true andcorrect as of} _{201_ (which must be a date within 45 days that this report is submitted to the Chief Compliance Officer).}

The following sets forth all of my holdings in Reportable Securities (as defined in Section IV.B of Rockview’s Code of Ethics) that are held in my Personal Accounts (as defined in Section II.A of Rockview’s Code of Ethics) as of December 31 (the “Annual Holdings Certification Date”).


Title and Type of Security	Tracker Symbol or CUSIP Number (As Applicable)	Number of Shares Held	Principal Amounts of Shares	Broker/Dealer Or Bank Where Securities Are Held

No holdings in Reportable Securities (as defined in Section IV.B of Rockview’s

The following sets forth all of the transactions in Reportable Securities (as defined in SectionIV.B of Rockview’s Code of Ethics) made in my Personal Accounts (as defined in Section II.A of Rockview’s Code of Ethics) for the quarter beginning on and ending on

The undersigned Access Person certifies that all information contained in this report is true and correct as of (check appropriate):

As the Compliance Officer for Rockview Management, LLC, I am aware that [NAME OF BROKER] executes and clears transactions for the purchase or sale of securities for the account of [NAME OF EMPLOYEE] (the “Employee”).

In accordance with our compliance procedures, I hereby request that duplicate copies of all trade confirmation statements and monthly account statements with respect to the above-referenced account(s) held by our Employee be sent to my attention at the following address:

Please feel free to call me at 203-388-4900 should you have any questions. Best regards,

I hereby authorize [NAME OF BROKER] or its representatives to send duplicate copies of all trade confirmation statements and monthly account statements with respect to my account(s) held with [NAME OF BROKER] to my employer, Rockview Management, LLC, at the above-listed address.


Employee Name:
Amount of Contribution:
Date of Contribution:
Form of Contribution, coordination or solicitation:
Name of Government Official to whom the Contribution or on whose behalf coordination or solicitation was made:
Elected or appointed office or position held by the Government Official at time of Contribution:
Elected or appointed office or position sought by the Government Official at time of Contribution:
Reason for the Contribution, coordination or solicitation and any other relevant facts or circumstances:

Pursuant to Rockview’s policy, all employees are required to disclose to Rockview at the time of employment, and thereafter to obtain Rockview’s approval prior to engaging in certain “outside activities”. For these purposes, outside activities are deemed to include any activity engaged in during or after business hours, other than those activities for which the employee is being compensated by Rockview. In particular, employees must disclose employment relationships (i.e., second jobs, board directorships and fiduciary relationships).

To ensure that Rockview’s information in this regard is current and comprehensive, Rockview is requesting all employees to complete this form. For Section B, all “outside activities” must be described. If you currently do not maintain any “outside activities”, please attest to such in Section B below. Please sign and return the form to the Chief Compliance Officer.

As of the date below, I am not engaged in any “outside activities,” as defined above and under Rockview’s Code of Ethics.

I affirm that the above information is accurate and complete as of the date of my signature. I understand that I am under a continuing obligation during my employment to amend, supplement or correct this disclosure should circumstances so warrant.

Each employee of Rockview must provide details of any gift received in excess of $250 or any entertainment requiring approval, as detailed in Rockview’s Code of Ethics. Please provide the following information with respect to any such gift or entertainment:

Rockview forbids any employee from trading, either personally or on behalf of others, including Advisory Clients, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.” Rockview’s policy applies to every employee and extends to activities within and outside their duties at Rockview’s principal office. Every employee must read and retain this policy statement.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer (including Exchange Act Rule 10b-5) to the use of material non-public information to trade in securities (whether or not one is an “insider”) or to communications of material non-public information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

· trading by an insider, while in possession of material non-public information; or

trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, any employee has any questions he or she should consult the Chief Compliance Officer.

The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, Rockview may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

Trading on insider information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that employees should consider material includes, but is not limited to:

Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S., 18 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, the Wall Street Journal or other publications of general circulation would be considered public.

Securities and Exchange Commission Rule 10b5-2 sets forth a non-exclusive list of three situations in which a person has a duty of trust or confidence deriving from a personal or family relationship for purposes of the “misappropriation” theory of insider trading liability (see below). The three listed situations in which a person receives material non-public information in violation of a duty of trust or confidence are:

b. when two people have a history, pattern, or practice of sharing confidences such that the recipient of the information knows or reasonably should know that the person communicating the material non-public information expects that the recipient will maintain the confidentiality of the information (this is a facts and circumstances test based on the expectation of the parties in light of their overall relationship); and

c. when a person receives or obtains material non-public information from certain enumerated close family members: spouses, parents, children, and siblings.

Employees of Rockview should be aware of the fact that this list is non-exclusive. In other words, there are many other types of relationships, business and other, from which a duty of trust or confidence may be inferred. When a person reveals material non-public information received as a result of a relationship that gives rise to a duty of trust or confidence, that person violates that duty and the revealed information may be deemed to have been “misappropriated” for purposes of the misappropriation theory of insider trading liability.

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material non-public information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material non-public information or refrain from trading. Chiarella v. U.S., 445 U.S. 22 (1980).

In Dirks v. SEC, 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can enter into a confidential relationship with the company through which they gain information (e.g., attorneys, accountants), or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.

However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary, but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.

Another basis for insider trading liability is the “misappropriation” theory, where liability is established when trading occurs on material non-public information that was stolen or misappropriated from any other person. In U.S. v. Carpenter, supra the Court found, in 1987, a columnist defrauded the Wall Street Journal when he stole information from the journal and used it for trading in the securities markets. It should be noted that the misappropriation theory could be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

Any violation of this policy statement can be expected to result in serious sanctions by Rockview, including dismissal of the persons involved.

Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

e. fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and

f. fines for the employer or other controlling person of up to the greater of $100,000 or three times the amount of the profit gained or loss avoided.

The following procedures have been established to aid employees in avoiding insider trading, and to aid Rockview in preventing, detecting and imposing sanctions against insider trading. Every employee must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Chief Compliance Officer.

1. Before engaging in personal trading and trading for Advisory Clients in the securities of a company about which there may be potential insider information, the following questions should be asked:

a. Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

b. Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, the Wall Street

2. If, after consideration of the above, there is a possibility that the information could be material and non-public, or if there are questions as to whether the information is material and non-public, the following steps should be taken:

b. The securities should not be purchased personally or on behalf of an Advisory Client.

The information should not be communicated inside or outside Rockview, other than to the Chief Compliance Officer.

d. After the Chief Compliance Officer has reviewed the issue or consulted with counsel (as appropriate), the prohibitions against trading and communication shall be continued, or trading and communication of the information shall be permitted.

As noted above in Rockview’s Code of Ethics, all Access Persons are subject to strict reporting and pre-clearance requirements with respect to personal securities transactions.

If an employee is in possession of information that he or she has identified as material and non-public such information may not be communicated to anyone, including persons within Rockview, except as provided in Section II.A. (2). In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted.

If after consideration of the items set forth in Section II.A., doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.


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