POLARIS CAPITAL MANAGEMENT, LLC

Code of Ethics

I. Introduction

The policies in this Code of Ethics reflect the assumption and expectation of Polaris Capital

Management, LLC (“Polaris”) of unqualified loyalty to the interests of Polaris and its clients on

the part of each employee of Polaris. In the course of their service to Polaris, employees must be

under no influence which may cause them to serve their own or someone else’s interests rather

than those of Polaris or its clients.

Employees should understand that this Code of Ethics applies to both direct and indirect business

interests. Polaris’s policies reflect its desire to detect and prevent not only situations involving

actual or potential conflict of interests, but also those situations involving only an appearance of

conflict or of unethical conduct. Polaris’s business is one dependent upon public confidence.

The mere appearance of possibility of doubtful loyalty is as important to avoid as actual

disloyalty itself. The appearance of impropriety could besmirch Polaris’s name and damage its

reputation to the detriment of all those with whom we do business.

II. Statement of General Principles

It is the policy of Polaris that all of its employees must comply with all federal securities laws (as

defined below in Section IV) applicable to its business. The fundamental position of Polaris is,

and has been, that it shall place at all times the interests of Polaris’s clients first. Accordingly,

private financial transactions by Polaris employees who are “access persons” (as defined below

in Section IV) of Polaris must be conducted consistent with this Code of Ethics and in such a

manner as to avoid any actual or potential conflict of interest or any abuse of an access person’s

position of trust and responsibility. Further, access persons should not take inappropriate

advantage of their positions with or on behalf of any client of Polaris.

Without limiting in any manner the fiduciary duty owed by access persons to the clients of

Polaris or the provisions of this Code of Ethics, it should be noted that Polaris considers it proper

that purchases and sales be made by its access persons in the marketplace of securities owned by

the clients of Polaris; provided, however, that such securities transactions comply with the spirit

of, and the specific restrictions and limitations set forth in, this Code of Ethics. Such personal

securities transactions should also be made in amounts consistent with the normal investment

practice of the person involved and, with respect to investment personnel (as defined below in

Section IV), with an investment, rather than a trading, outlook. Not only does this policy

encourage investment freedom and result in investment experience, but it also fosters a

continuing personal interest in such investments by those responsible for the continuous

supervision of the clients’ portfolios. It is also evidence of confidence in the investments made.

In making personal investment decisions with respect to any security, however, extreme care

must be exercised by access persons to insure that the prohibitions of this Code of Ethics are not

violated. Further, personal investing by an access person should be conducted in such a manner

so as to eliminate the possibility that the access person’s time and attention is being devoted to

his or her personal investments at the expense of time and attention that should be devoted to

management of a client’s portfolio.

It bears emphasis that technical compliance with procedures, prohibitions and limitations of this

Code of Ethics will not automatically insulate from scrutiny personal securities transactions

which show a pattern of abuse by an access person of his or her fiduciary duty to any client of

Polaris.

III. Legal Requirements

Section 17(j) of the Investment Company Act of 1940, as amended (the “1940 Act”), provides,

among other things, that it is unlawful for any affiliated person of Polaris to engage in any act,

practice or course of business in connection with the purchase or sale, directly or indirectly, by

such affiliated person of any security held or to be acquired by an investment company in

contravention of such rules and regulations as the Securities and Exchange Commission (the

“Commission”) may adopt to define and prescribe means reasonably necessary to prevent such

acts, practices or courses of business as are fraudulent, deceptive or manipulative. Pursuant to

Section 17(j), the Commission has adopted Rule 17j-1, which states that it is unlawful for any

affiliated person of Polaris, in connection with the purchase or sale of a security held or to be

acquired (as defined in the Rule) by an investment company:

(i) to employ any device, scheme or artifice to defraud a client, which is an

investment company;

(ii) to make to a client, which is an investment company, any untrue statement of a

material fact or omit to state to a client a material fact necessary in order to make

the statements made, in light of the circumstances under which they were made,

not misleading;

(iii) to engage in any act, practice or course of business which operates or would

operate as a fraud or deceit upon a client, which is an investment company; or

(iv) to engage in any manipulative practice with respect to a client, which is an

investment company.

Rule 17j-1 requires Polaris, as an investment adviser to investment companies (as defined below

in Section (IV), to adopt a written code of ethics containing provisions reasonably necessary to

prevent its access persons from engaging in any of the prohibited conduct referenced above.

In addition, Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers

Act”), requires investment advisers such as Polaris to establish, maintain, and enforce written

policies and procedures reasonably designed, taking into consideration the nature of such

investment adviser’s business, to prevent the misuse in violation of the Advisers Act or the

Securities Exchange Act of 1934, or the rules or regulations thereunder, of material, nonpublic

information by such investment adviser or any person associated with such investment adviser.

Pursuant to Section 204A of the Advisers Act, the Commission has adopted Rule 204A-1, which

requires Polaris to establish, maintain and enforce a written code of ethics that, at a minimum,

includes:

(i) standards of conduct and compliance with federal securities laws;

(ii) personal securities trading;

(iii) initial public offerings and limited offerings;

(iv) reporting violations of the code; and

(v) educating employees about the code and obtaining an employee

acknowledgement.

IV. Definitions

For purposes of this Code of Ethics, the following definitions shall apply:

1. The term “access person” shall mean any director, officer or advisory person (as defined

below) of Polaris excluding any director, who would otherwise be considered an access

person, because they are not involved in or have knowledge of the firm’s day to day

activities or trading activity.

2. The term “advisory person” shall mean: (i) every employee of Polaris (or of any company

in a control relationship to Polaris) (a) who makes, participates in, or obtains or has access to

information regarding, the purchase or sale of a security (as defined below) by a client, or

whose functions relate to the making of any recommendations with respect to such purchases

or sales or (b) who has access to nonpublic information regarding the portfolio holdings of a

client; and (ii) every natural person in a control relationship to Polaris (a) who obtains

information concerning recommendations made to a client with regard to the purchase or sale

of a security or (b) who has access to nonpublic information regarding the portfolio holdings

of a client.

3. A security is “being considered for purchase or sale” when a recommendation to purchase

or sell a security has been made and communicated and, with respect to the person making

the recommendation, when such person seriously considers making such a recommendation.

4. The term “beneficial ownership” shall mean a direct or indirect "pecuniary interest" (as

defined in subparagraph (a) (2) of Rule 16a-1 under the Securities Exchange Act of 1934, as

amended) that is held or shared by a person directly or indirectly (through any contract,

arrangement, understanding, relationship or otherwise) in a security. While the definition of

"pecuniary interest" in subparagraph (a) (2) of Rule 16a-1 is complex, the term generally

means the opportunity directly or indirectly to provide or share in any profit derived from a

transaction in a security. An indirect pecuniary interest in securities by a person would be

deemed to exist as a result of: (i) ownership of securities by any of such person's immediate

family members sharing the same household (including child, stepchild, grandchild, parent,

stepparent, grandparent, spouse, sibling, mother- or father-in-law, sister- or brother-in-law,

and son- or daughter-in-law; (ii) the person's partnership interest in the portfolio securities

held by a general or limited partnership; (iii) the existence of a performance-related fee (not

simply an asset-based fee) received by such person as broker, dealer, investment adviser or

manager to a securities account; (iv) the person's right to receive dividends from a security

provided such right is separate or separable from the underlying securities; (v) the person's

interest in securities held by a trust under certain circumstances; and (vi) the person's right to

acquire securities through the exercise or conversion of a "derivative security" (which term

excludes (a) a broad-based index option or future, (b) a right with an exercise or conversion

privilege at a price that is not fixed, and (c) a security giving rise to the right to receive such

other security only pro rata and by virtue of a merger, consolidation or exchange offer

involving the issuer of the first security).

5. The term “client” shall mean an entity (natural person, corporation, investment company or

other legal structure having the power to enter into legal contracts), which has entered into a

contract with Polaris to receive investment management services.

6. The term “control” shall mean the power to exercise a controlling influence over the

management or policies of Polaris, unless such power is solely the result of an official

position with Polaris, all as determined in accordance with Section 2 (a) (9) of the 1940 Act.

7. The term “federal securities laws” shall mean the Securities Act of 1933, the Securities

Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act,

Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of

these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any

rules adopted thereunder by the Commission or the Department of the Treasury.

8. The term “initial public offering” shall mean 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 sections 13 or 15(d) of the Securities Exchange Act

of 1934.

9. The term “investment company” shall mean a management investment company registered

as such under the 1940 Act and for which Polaris is the investment adviser or sub-adviser

regardless of whether the investment company has entered into a contract for investment

management services with Polaris.

10. The term “investment personnel” shall mean all portfolio managers of Polaris and other

advisory persons who assist the portfolio managers in making investment decisions for a

client, including, but not limited to, analysts and traders of Polaris.

11. The term “limited offering” shall mean 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.

12. The term “material nonpublic information” with respect to an issuer shall mean

information, not yet released to the public that would have a substantial likelihood of

affecting a reasonable investor's decision to buy or sell any securities of such issuer.

13. The term “Performance Accounts” shall mean all clients for which Polaris receives a

performance-related fee and in which Polaris is deemed to have an indirect pecuniary interest

because of the application of Rule 16a-1(a)(2)(ii)(C) under the Securities and Exchange Act

of 1934, as amended, as required by Rule 17j-1 under the 1940 Act.

14. The term “purchase” shall include the writing of an option to purchase.

15. The term “Review Officer” shall mean the Chief Compliance Officer or President of Polaris

Capital Manager, LLC designated by Polaris to receive and review reports of purchases and sales

by access persons. The term “Alternate Review Officer” shall mean the officer of Boston

Investor Services, Inc. designated from time to time by the CCO to receive and review reports of

purchases and sales by the Review Officer, and who shall act in all respects in the manner

prescribed herein for the Review Officer. If the CCO or President of Polaris Capital

Management, LLC respectively wish to enter into a transaction which requires authorization,

then one may approve the other or the alternate review officer shall act in the role of Review

Officer in reviewing and approving the transaction.

16. The term “sale” shall include the writing of an option to sell.

17. The term “security” shall have the meaning set forth in Section 2 (a)(36) of the 1940 Act,

except that it shall not include shares of NON-CLIENT investment companies (which also do

not, either directly or through their underwriters or other investment advisers, control Polaris or

are not controlled by or under common control with Polaris), securities issued by the United

States government, short-term securities which are “government securities” within the meaning

of Section 2 (a)(16) of the 1940 Act, bankers’ acceptances, bank certificates of deposit,

commercial paper and such other money market instruments as may designated from time to

time by Polaris.

V. Substantive Restrictions On Personal Trading Activities

A. Prohibited Activities

While the scope of actions which may violate the Statement of General Principles set forth above

cannot be defined exactly, such actions would always include at least the following prohibited

activities.

1. All employees shall avoid profiting by securities transactions of a short-term trading nature

(including market timing) involving shares of an investment company. Transactions which

involve a purchase and sale, or sale and purchase, of shares of the same series of an investment

company (excluding Money Market Funds and Short Duration Funds or similar short-term fixed

income fund) within sixty (60) calendar days shall be deemed to be of a trading nature and thus

prohibited unless prior written approval of the transaction is obtained from the Review Officer.

This restriction shall also not apply to purchase and sales of shares an investment company

pursuant to an automatic dividend reinvestment plan or automatic investment, exchange or

withdrawal plan, which includes purchases of shares of an investment company through

automatic contributions to an employer sponsored retirement or employee benefit plan.

2. No access person shall, directly or indirectly, purchase or sell securities in such a

way that the access person knew, or reasonably should have known, that such securities

transactions compete in the market with actual or considered securities transactions for any

client of Polaris, or otherwise personally act to injure any client's securities

transactions;

3. No access person shall use the knowledge of securities purchased or sold by any client of

Polaris or securities being considered for purchase or sale by any client of Polaris to profit

personally, directly or indirectly, by the market effect of such transactions;

4. No access person shall, directly or indirectly, communicate to any person who is not an

access person any material nonpublic information relating to any client of Polaris or any issuer

of any security owned by any client of Polaris, including, without limitation, the purchase or sale

or considered purchase or sale of a security on behalf or any client of Polaris, except to the

extent necessary to effectuate securities transactions on behalf of the client of Polaris;

5. No access person shall, directly or indirectly, execute a personal securities transaction on a

day during which a client of Polaris has a pending "buy" or "sell" order in that same or

equivalent security until that order is executed or withdrawn;

6. No access person shall accept any gift or other thing of more than de minimis value from any

person or entity that does business with or on behalf of client;

7. No access persons shall serve on the board of directors of any publicly traded company,

absent prior written authorization and determination by the President of Polaris that the board

service would be consistent with the interests of clients. Where board service is authorized,

access persons serving as directors normally should be isolated from those persons making

investment decisions through “Chinese Wall” or other procedures. All access persons are

prohibited from accepting any service, employment, engagement, connection, association or

affiliation in or with any enterprise, business of otherwise which is likely to materially interfere

with the effective discharge of responsibilities to Polaris and its clients;

8. Investment personnel shall avoid profiting by securities transactions of a trading nature,

which transactions are defined as a purchase and sale, or sale and purchase, of the same (or

equivalent) securities within sixty (60) calendar days;

9. Investment personnel shall not, directly or indirectly, purchase any security sold in an initial

public offering. Access persons shall not, directly or indirectly, purchase any security sold in an

initial public offering without obtaining prior written approval from the Review Officer;

10. Investment personnel and access persons shall not, directly or indirectly, purchase any

security issued pursuant to a limited offering without obtaining prior written approval from the

Review Officer. Investment personnel who have been authorized to acquire securities in a

private placement must disclose such investment when they are involved in a client’s subsequent

consideration of an investment in the issuer. In such circumstances, the client's decision to

purchase securities of the issuer must be independently reviewed by investment personnel with

no personal interest in the issuer;

11. Investment personnel shall not recommend any securities transaction on behalf of a client

without having previously disclosed any beneficial ownership interest in such securities or the

issuer thereof to the Review Officer including without limitation:

a. his or her beneficial ownership of any securities of such issuer;

b. any contemplated transaction by such person in such securities;

c. any position with such issuer or its affiliates; and

d. any present or proposed business relationship between such issuer or its

affiliates and such person or any party in which such person has a significant interest.

Such interested investment personnel may not participate in the decision for the client to

purchase and sell securities of such issuer.

12. No Investment personnel shall, directly or indirectly, purchase or sell any security or

equivalent security in which he or she has, or by reason of such purchase acquires, any beneficial

ownership within a period of seven (7) calendar days before and after a client has purchased or

sold such security.

B. Exempt Transactions and Conduct

This Code of Ethics shall not be deemed to be violated by any of the following transactions:

1. Purchases or sales for an account over which the access person has no direct or indirect

influence or control;

2. Purchases or sales which are non-volitional on the part of the access person;

3. Purchases which are part of an automatic dividend reinvestment plan;

4. Purchases made by exercising rights distributed by an issuer pro rata to all holders of a class

of its securities, to the extent such rights were acquired by the access person from the issuer, and

sales of such rights so acquired;

5. Tenders of securities pursuant to tender offers which are expressly conditioned on the tender

offer's acquisition of all of the securities of the same class;

6. Purchases or sales for which the access person has received prior written approval from the

Review Officer. Prior approval shall be granted only if a purchase or sale of securities is

consistent with the purposes of this Code of Ethics and the federal securities laws and the rules

thereunder; and

7. Purchases or sales made in good faith on behalf of a client, it being understood by, and

disclosed to, each client that Polaris may make contemporaneous investment decisions and cause

to be effected contemporaneous executions on behalf of one or more of the clients and that such

executions may increase or decrease the price at which securities are purchased or sold for the

clients.

VI. Compliance Procedures

A. Ownership of Shares of an Investment Company

Every access person who beneficially owns shares of an investment company is required to own

such shares either:

(i) directly with the investment company in the name of the employee or in the name of an

immediate family member (or other person or entity whose direct ownership causes the

employee to be deemed to be the beneficial owner of the shares),

(ii) through a retirement or employee benefit plan sponsored by a family member’s employer

to the extent the access person is the beneficial owner of the shares as a result of the

ownership of the shares by that family member.

Every access person is required to notify the Review Officer in writing within thirty (30)

days of a list of the persons (other than the employee) who are the record owners of the

shares of an investment company which are beneficially owned by the employee and the

associated account numbers or name of employer sponsoring the retirement or employee

benefit plan. Every employee is required to notify the Review Officer in writing within

thirty (30) days of any change to that list, including the addition of new persons to the

list.

B. Preclearance for Personal Securities Investments

Every access person or person with beneficial ownership interest shall be required to submit on

Form III their intent to trade for their own account to the Review Officer. The Review Officer

will be obligated to determine whether any prohibitions or restrictions apply to the relevant

securities and respond to the access persons submitting such intent to trade forms in writing. The

Review Officer shall approve or not approve the transactions and will respond in writing within

two business days following the date of submission by indicating on the pre-clearance form if the

transaction is approved or not approved. If the transaction is approved the trade may be

considered “precleared” and the access person may execute such “precleared” trade anytime

within two business days following the lapse of the Review Officer's two day period. If four

business days have elapsed, not including the day the form was submitted, and the access

person's trade has not been executed, “preclearance” will lapse and the access person may not

trade without violating this preclearance provision. The access person will be required to submit

another Form III and have the intended trade “precleared” again.

C. Records of Securities Transactions

1. Upon the discretion and written request of the Review Officer, access persons are required to

direct their brokers to supply to Polaris on a timely basis duplicate copies of confirmations of all

securities transactions and copies of periodic statements for all securities accounts in which the

access person has a beneficial ownership interest. Such brokerage reports may be provided in

lieu of the reports required under Paragraph D of this Section VI, provided that such brokerage

reports contain all the information required by Paragraph D.2 and are provided within the time

period specified in Paragraph D.2.

D. Personal Reporting Requirements

1. Each access person shall submit to the Review Officer a report in the form annexed hereto as

Form I or in similar form (such as a computer printout), which report shall set forth at least the

information described in subparagraph 2 of this Paragraph D as to all securities transactions and

any securities accounts opened during each quarterly period, in which such access person has, or

by reason of such transactions or new account acquires of disposes of, any beneficial ownership

of a security (including, in the case of the account information required under subparagraph

D.2.B, securities excepted from the definition of securities in Section IV.17).

Any access person who is the beneficial owner of shares of an affiliated investment company

which are held through a retirement or employee benefit plan shall submit to the Review Officer

a separate report in the form annexed hereto as Form I or in similar form, in addition to the

report required by subparagraph 2 of this Paragraph D, which report shall set forth the

information described in subparagraph 2 of this Paragraph D solely as to transactions in shares of

an affiliated investment company. The access person is not required to include in this report

transactions in shares of money market funds and short duration funds (or similar short-term

fixed income fund) and purchases and sales pursuant to an automatic dividend reinvestment plan

or automatic investment, exchange or withdrawal plan, including purchases through automatic

contributions to the retirement or employee benefit plan. If no transactions in any investment

company shares required to be reported were effected during a quarterly period, such employee

shall submit to Review Officer a report on Form I within the time-frame specified below stating

that no reportable securities transactions were effected.

2. Every report on Form I shall be made not later than thirty (30) days after the end of each

calendar quarter in which the transaction(s) to which the report relates was effected and shall

contain the following information:

A. Transactions in Securities.

(1) the date of each transaction, the title, the exchange ticker symbol

or CUSIP number (as applicable), the interest rate and maturity

date (if applicable), the class and number of shares, and the

principal amount of each security involved;

(2) the nature of each transaction (i.e., purchases, sale or other type of

acquisition or disposition);

(3) the price at which each transaction was effected; and

(4) the name of the broker, dealer or bank with or through whom each

transaction was effected; and

(5) the signature of the employee/access person and the date the report was

submitted.

If no transactions in any securities required to be reported were effected during a

quarterly period by an access person such access person shall submit to the Review

Officer a report on Form I within the time-frame specified above stating that no

reportable securities transactions were effected. However, if an access person has

provided for the Review Officer to receive all of his or her brokerage statements and

confirmations with respect to all accounts over which he or she has beneficial ownership,

that access person is not required to submit a report indicating there were no reportable

securities transactions during that quarterly period.

An access person need not submit a transactions report under this subparagraph D.2.A:

(1) with respect to any securities (including those excepted from the if the access

person has provided for the Review Officer to receive all of his or her brokerage

statements and such statements contain all of the information required under this

subparagraph.

B. Securities Accounts Opened (NOTE: This includes accounts holding ANY

securities, including those excepted from the definition of securities in Section

IV.17.)

(1) the name of the broker, dealer or bank with whom the access person

established the account;

(2) the date the account was established; and

(3) the date the report was submitted by the access person.

An access person need not submit a report under this Paragraph D:

(1) with respect to transactions effected for, and securities held in, any account over

which the person has no direct or indirect influence or control;

(2) with respect to transactions effected pursuant to an automatic investment plan;

and

(3) if the access person has provided for the Review Officer to receive all of his or

her brokerage statements and such statements contain all of the information

required by this Paragraph D.2 and are submitted within the required time period.

E. Disclosure of Personal Holdings

1. Each access person shall submit to Polaris an initial holdings report no later than 10 days

after the person becomes an access person which contains the following information (with such

information current as of a date no more than 45 days before the report is submitted):

(i) The title and type of security, the exchange ticker symbol or CUSIP number (as

applicable), the interest rate and maturity date (as applicable), the number of shares and

principal amount of each security in which the access person had any beneficial

ownership when the person became an access person;

(ii) The name of any broker, dealer of bank with whom the access person maintained an

account in which any securities (including the securities which are excepted from the

definition of securities in Section IV.14.) were held for the direct or indirect benefit of

the access person as of the date the person became an access person; and

(iii) The date the report was submitted.

2. Each access person shall submit to Polaris annually, a copy of ALL brokerage and custodial

statements to be reviewed and recorded by the compliance team.

The annual holdings report should contain the following information (with such information

current as of a date no more than 45 days before the report is submitted):

(i) The title, number of shares and principal amount of each security in which the access

person had any beneficial ownership;

(ii) The name of any broker, dealer of bank with whom the access person maintained an

account in which any securities (including the securities which are excepted from the

definition of securities in Section IV.17.) were held for the direct or indirect benefit of

the access person; and

(iii) The date the report was submitted.

If an access person is the beneficial owner of shares of an investment company which are held

through a retirement or employee benefit plan, the access person shall submit to the Review

Officer initial an annual holdings reports in the manner set forth above for access persons which

disclose the beneficial ownership of shares of an investment company held through the

retirement or employee benefit plan. In place of disclosing the name of any broker, dealer or

bank with whom the account was maintained, the employee shall disclose the name of the

employer sponsoring each retirement or employee benefit plan in which shares of the investment

company are held.

An access person need not submit a report under this Paragraph E with respect to securities held

in any account over which the person has no direct or indirect influence or control.

F. Reporting of Code Violations

All employees of Polaris shall have an obligation to report any suspected or actual violations of

this Code of Ethics to Polaris’s Chief Compliance Officer who shall address the matter with

Polaris’s President. If the President of Polaris, after consultation with the Chief Compliance

Officer and, as necessary, legal counsel, determines a violation has occurred, he or she shall

immediately impose sanctions as set forth in Section VII, inform the client affected and report

such sanctions to the client.

G. Review of Reports

1. The Review Officer or the Alternate Review Officer or their designee shall review and initial

all reports required by Paragraphs D and E of this Section VI.

2. At the end of each calendar quarter, the Review Officer shall prepare a summary of all

transactions by access persons in securities which were purchased, sold, held or considered for

purchase or sale by each client during the prior quarter.

3. Both the Review Officer and the Alternate Review Officer shall compare all reported

personal securities transaction with completed and contemplated portfolio transactions of the

client to determine whether a violation of this Code of Ethics may have occurred. The Review

Officer and Alternative Review Officer shall also compare an access person’s reported personal

securities transactions with the holdings disclosed on the access person’s annual holdings report.

Before making any determination that a violation has been committed by any person, the

Review Officer shall give such person an opportunity to supply additional explanatory material.

H. Review of Performance Accounts

If Applicable, the Review Officer shall review on a quarterly basis all transactions in securities

on behalf of the Performance Accounts that were conducted simultaneously with transactions in

the same securities on behalf of other clients.

I. Annual Certification of Compliance

All Polaris employees shall certify annually on the form annexed hereto as Form IV that they (i)

have received, read and understand this Code of Ethics and recognize that they are subject

hereto, (ii) have complied with the requirements of this Code of Ethics and (iii) will comply with

all applicable requirements of this Code of Ethics.

J. Joint Participation

Access persons should be aware that a specific provision of the 1940 Act prohibits such persons,

in the absence of an order of the Commission, from effecting a transaction in which an

investment company is a “joint or a joint and several participant” with such person. Any

transaction which suggests the possibility of a question in this area should be presented to legal

counsel for review.

K. Investment Company Board Approval and Annual Reports to Board

1. Polaris shall submit this Code of Ethics, and any material changes to this Code of Ethics, to

the board of directors of any investment company for approval.

2. No less frequently than annually, Polaris shall submit to the board of directors of any

investment company, a written report that:

(i) describes any issues arising under this Code of Ethics or related procedures since

the last report to the board of directors, including, but not limited to, information

about material violations of this Code of Ethics or related procedures and

sanctions imposed in response to such material violations; and

(ii) certifies that Polaris has adopted procedures reasonably necessary to prevent

access persons from violating this Code of Ethics.

L. Sub-contractors and Polaris

Polaris may contract with other investment advisers to provide research and administrative

services. Each such sub-contractor is subject to its own Code of Ethics, a copy of which has been

made available to Polaris. Each sub-contractor is required to submit quarterly to Polaris a report

that there have been no violations of the sub-contractor's Code of Ethics during the most recent

calendar quarter. If there have been violations of the sub-contractor's Code of Ethics, the subcontractor

must submit a detailed report of such violations and what remedial action, if any, was

taken. If the sub-contractor's violation involved a client of Polaris, such violation will be

analyzed by the Review Officer in Section VI F.3. (above); provided, however, that if the subcontractor

is Boston Investor Services, Inc., the analysis of the violation will be done by the

President of Polaris.

M. Compliance with Federal Securities Laws

All Polaris employees are required to comply with all federal securities laws applicable to

Polaris’s business.

VII. SANCTIONS

Any violation of this Code of Ethics shall result in the imposition of such sanctions as Polaris

may deem appropriate under the circumstances, which may include, but is not limited to,

removal, suspension of demotion from office, imposition of a fine, a letter of censure and/or

restitution to the affected client of an amount equal to the advantage the offending person shall

have gained by reason of such violation.

The sanction of disgorgement of any profits realized may be imposed for any of the following

violations:

a. Violation of the prohibition against investment personnel profiting from securities

transactions of a trading nature;

b. Violation of the prohibition against access persons, directly or indirectly, executing a

personal securities transaction on a day during which a client in his or her complex has a

pending "buy" or "sell" order; and,

c. Violation of the prohibition against portfolio managers, directly or indirectly,

purchasing or selling any security in which he or she has, or by reason of such purchase

acquired, any beneficial ownership within a period of seven (7) calendar days before and

after a client has purchased or sold such security.

VIII. RECORDKEEPING REQUIREMENTS

Polaris shall maintain and preserve in an easily accessible place:

a. a copy of the Code of Ethics (and any prior code of ethics that was in effect at any

time during the past five years) for a period of five years;

b. a record of any violation of this Code of Ethics and of any action taken as a result

of such violation for a period of five years following the end of the fiscal year in

which the violation occurs;

c. a copy of each report (or computer printout) submitted under this Code of Ethics

for a period of five years, only those reports submitted during the previous two

years must be maintained and preserved in an easily accessible place;

d. a copy of each report to the board of directors of any investment company made

under Paragraph K of Section VI; and

e. a list of all persons who are, or within the past five years were, required to make

reports pursuant to this Code of Ethics;

f. the names of each person who is serving or who has served as Review Officer or

Alternative Review Officer within the past five years;

g. a record of all written acknowledgments made under Section VI.I;

h. a record of every decision and the reasons supporting it under Section VI.B to

approve the acquisition of securities by an access person in any initial public

offering or limited offering.

IX. MISCELLANEOUS

A. Confidentiality

All information obtained from any access person hereunder shall be kept in strict confidence by

Polaris, except that reports of securities transaction hereunder will be made available to the

Commission or any other regulatory or self-regulatory organization to the extent required by law

or regulation.

B. Notice to Access Persons

Polaris shall identify all persons who are considered to be "access persons," "investment

personnel" and "portfolio managers," inform such persons of their respective duties and provide

such persons with copies of this Code of Ethics.

Reviewed: April 2013