EX-99.28.P.11 5 fp0056031_ex9928p11.htm

CODE OF ETHICS

According to Rule 204A-1 of the Advisers Act, investment advisers must establish, maintain and enforce a Code of Ethics. An adviser’s Code of Ethics must establish and describe a standard of business conduct that the adviser requires of all its supervised persons. While Rule 204A-1 does not require an adviser to adopt a particular standard, the Code of Ethics must reflect the adviser’s fiduciary obligations and those of its supervised persons, and must require compliance with federal securities laws. Channel Investment Partners has established this Code of Ethics which will apply to all supervised persons of Channel Investment Partners. Persons associated in any manner with Channel Investment Partners will be considered supervised persons for the purpose of this Code of Ethics. This Code will be available and distributed to all supervised persons of Channel Investment Partners. A summary of this Code of Ethics will be disclosed in Channel Investment Partners’s Form ADV along with a statement informing clients that they may request an entire copy of the Code of Ethics. If a client makes a request for a copy of this Code of Ethics, Matthew Duch will provide a copy to the client within ten business days of receiving the request. Matthew Duch is responsible for maintaining the Code of Ethics Client Request/Receipt Log and will record all client requests for and delivery of the Code of Ethics.

An investment adviser is considered a fiduciary under the Advisers Act. As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts. In addition, an investment adviser has a duty of utmost good faith to act solely in the best interests of each client. Channel Investment Partners and its supervised persons have a fiduciary duty to all clients. As fiduciaries, it is unlawful for Channel Investment Partners and its supervised persons to engage in fraudulent, deceptive, or manipulative activities. Channel Investment Partners and its supervised persons will act in each client’s best interests at all times and will not at any time place their interests ahead of any client’s interests. This fiduciary duty is considered the core underlying principle for Channel Investment Partners’s Code of Ethics and personal trading policy and represents the expected basis for all supervised persons’ dealings with clients of Channel Investment Partners.

The anti-fraud provisions of the Advisers Act and federal and state rules and regulations make it unlawful for an investment adviser to directly or indirectly “employ any device, scheme or artifice to defraud a client or a prospective client” or to “engage in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client.” Channel Investment Partners requires all of its supervised persons to conduct business with the highest level of ethical standards and to comply with all applicable federal and state securities laws at all times. Matthew Duch will be responsible for setting standards and internal policies and procedures to ensure that Channel Investment Partners and its supervised persons conduct business with the highest level of ethical standards. Matthew Duch will be responsible for establishing procedures to prevent and detect any violations of firm or regulatory rules and regulations. In addition, Matthew Duch will be responsible for establishing and enforcing risk management policies and procedures that are designed to ensure that advisory activities are conducted in accordance with this Code.

Matthew Duch will also be responsible for making sure that all advisory personnel fully understand Channel Investment Partners’s policies and procedures and that a review system is established to make sure that these policies and procedures are effective and adhered to by all advisory personnel. All supervised persons will receive a copy of Channel Investment Partners’s Code of Ethics. Matthew Duch will make sure that all supervised persons receive a copy of, understand and agree to comply with Channel Investment Partners’s Code of Ethics.

All supervised persons will sign a written acknowledgement that they have read, understand and agree to comply with Channel Investment Partners’s Code of Ethics initially upon employment and then each time the Code of Ethics is amended.

Additionally, all supervised persons will be required to review this Code of Ethics on an annual basis and will be required to sign an annual acknowledgment.

Matthew Duch will be responsible for notifying all supervised persons of any changes to this Code of Ethics and an updated acknowledgement will be obtained from each supervised person any time changes are made.

Channel Investment Partners has the responsibility to make sure that the interests of clients are placed ahead of its or any supervised person’s own investment interest. All of Channel Investment Partners’s supervised persons will conduct business in an honest, ethical, and fair manner. Full disclosure of all material facts and potential conflicts of interest will be provided to clients prior to any services being conducted. A conflict of interest occurs when a supervised person’s private interest interferes with the interests of or the service to Channel Investment Partners or any of its clients. Channel Investment Partners has the responsibility to avoid all circumstances that might negatively affect or appear to affect its duty of complete loyalty to its clients. No one supervised by Channel Investment Partners will engage in any conduct or act, directly, indirectly or through any other person that would be unlawful for such person to do under the provisions of any rules and regulations. If a supervised person is unsure whether a situation would be considered a conflict of interest, the supervised person should consult with Matthew Duch before taking an action that may result in a conflict of interest.

Channel Investment Partners will:

Maintain and amend as needed internal standards, policies, procedures, and controls to promote compliance with this Code and with other policies and procedures designed to promote each supervised persons fiduciary responsibility.

Perform periodic internal and external reviews and audits of the company’s standards, policies, procedures, and controls.

Provide ongoing training regarding this Code of Ethics and the company’s risk management policies and procedures to all supervised persons.

Provide an environment that encourages supervised persons to engage in safe and confidential discussions and disclosures to Matthew Duch or other appropriate senior management persons regarding any violations or potential violations to this Code.

Establish clear lines of accountability for the company’s internal policies and procedures, including provisions relating to the responsibilities of supervised persons, officers and directors with appropriate oversight by Matthew Duch or designated parties.

Any person engaging in an unethical business practice is subject to having his/her license denied, suspended or revoked and employment terminated. The following activities are examples of unethical business practices:

Forgery

Embezzlement

Theft

Exploitation

Non-disclosure

Incomplete disclosure or misstatement of material facts

Manipulative or deceptive practices

Aiding or abetting any unethical practices

Channel Investment Partners and its supervised persons will not engage in any dishonest or unethical conduct including, but not limited to:

Engaging in any act, practice, or course of business that is fraudulent, deceptive, or manipulative contrary to any rules or regulations established by all governing regulatory bodies.

Recommending to a client the purchase, sale, or exchange of any security without reasonable grounds for believing that the recommendation is suitable for the client based on the information furnished by the client after reasonable inquiry regarding the client’s age, investment experience, time horizon, liquidity, risk tolerance, financial history, investment objectives, financial situation and needs, and other information that is known by the investment adviser.

Recommending the use of an unlicensed broker/dealer.

Using discretionary authority when placing any trade for the purchase or sale of a security on behalf of the client without obtaining written authority from the client prior to a trade being implemented. If discretionary authority relates only to the price at which or the time when an order involving a definite amount of a specific security will be executed, then written authority is not needed.

Recommending or implementing trades in a client’s account that are excessive in size or frequency with respect to the client’s financial resources, investment objectives, and the character of the account.

Placing an order to purchase or sell a security on behalf of a client upon receiving instructions to do so through a third party, unless a written third-party trading authorization has been previously obtained from the client.

Borrowing money or securities from or loaning money or securities to a client.

Misrepresenting the qualifications of Channel Investment Partners, its investment adviser representatives or any of its supervised persons, the nature of the advisory services offered by Channel Investment Partners or the fees to be charged to any advisory client.

Failing to disclose to all clients the availability of any fee discounts.

10.

Omitting from any written or verbal communication a material fact that would make statements regarding qualifications, services, or fees misleading.

11.

Providing advice and guaranteeing the client that a gain or no loss will occur as a result of the advice.

12.

Providing reports or recommendations to any advisory client prepared by someone other than Channel Investment Partners without disclosing that fact to clients. This does not apply to situations where Channel Investment Partners uses published research reports or statistical analyses when providing services to clients.

13.

Charging fees that are unreasonable relative to the types of services provided, the experience and knowledge of the investment adviser representative providing the services, and the sophistication of the client.

14.

Failing to disclose material conflicts of interest in relation to the adviser or any of its supervised persons in writing prior to providing services if such information could reasonably cause the advice to be biased and not objective. Some examples include the following:

Existing compensation arrangements connected with advisory services provided to clients that are in addition to compensation received from clients for the advisory services.

Acting in the capacity as an investment adviser or investment adviser representative and a registered representative or insurance agent on a transaction where a fee can be charged for advisory services and a commission can be charged for implementing a trade as a result of the advice provided.

15.

Publishing, circulating, or distributing any advertisement that has not been approved and that does not comply with the proper regulatory requirements.

16.

Limiting a client’s options with regard to the pursuit of a civil case or arbitration.

17.

Disclosing any confidential information of any client, unless required by law to do so or having received written authorization from the client to do so.

18.

Failing to provide the proper disclosure documents (Form ADV Part 2A and Part 2B) prior to or at the time of executing a client agreement for advisory services.

19.

Entering into, extending, or renewing an agreement for advisory services unless such agreement is in writing.

20.

Using contracts that seek to limit or avoid an adviser’s liability under the law.

21.

Creating any condition, stipulation, or provision as part of any advisory client agreement that limits or attempts to limit the liability of Channel Investment Partners or any of its supervised persons for willful misconduct or gross negligence.

INSIDER TRADING

Improper use of inside information when conducting any securities transaction is a serious violation of securities laws and will not be tolerated. Any person having access to material, non-public information will violate anti-fraud provisions of the federal securities laws by effecting transactions or communicating such information for the purpose of effecting transactions in such securities without public disclosure of the information. Supervised persons will not purchase or sell a security, either personally or on behalf of others, while in the possession of material, non-public information. Supervised persons are also forbidden to communicate material, non-public information to others in violation of the law. This policy applies to all supervised persons and extends to activities within and outside of their duties with Channel Investment Partners.

Matthew Duch will be responsible for establishing, implementing, monitoring and enforcing all of Channel Investment Partners’s policies and procedures regarding insider trading. If any supervised person is unsure whether information could violate Channel Investment Partners’s policies and procedures on insider trading or has questions on any aspect of Channel Investment Partners’s policies and procedures on insider trading, questions should be directed to Matthew Duch prior to implementing any trades. The prohibition on the use of inside information extends to family members, associates and acquaintances of the person coming into possession of such information.

Any time a supervised person suspects that a client or another supervised person is trading based on inside information or determines that they have received material, non-public information, it must be reported to Matthew Duch immediately. Persons having knowledge of material, non-public information will not place any securities transactions in securities relating to such information for any account. In addition, no recommendations will be made in relation to any securities affected by the information. Information will be communicated only to Matthew Duch who will then determine the appropriate course of action to take. Matthew Duch will communicate the appropriate course of action to the supervised person(s) having knowledge of the information. Matthew Duch will confidentially document Channel Investment Partners’s actions in addressing the material inside information.

Matthew Duch is responsible for supervising all supervised persons conducting advisory business and is responsible for restricting, as much as possible, the number of supervised persons having access to any inside information. Only those supervised persons with a need to know such information for the purpose of their job performance will have such information disclosed to them. If such information must be disclosed to a supervised person, Matthew Duch will document the following:

The name of each supervised person to whom the information was communicated to

The supervised person’s position within the company

The name of the security affected

The name of the person requesting communication of the information

The reason for the communication

The nature of the communication

The date of the communication

Matthew Duch is responsible for establishing procedures, reviewing procedures, updating procedures and ensuring that all supervised persons are continuously aware of and understand procedures regarding insider trading policies and procedures. Channel Investment Partners’s policies will be reviewed on a regular basis and updated as necessary. Any questions in relation to Channel Investment Partners’s policies on inside information should be directed to Matthew Duch. All supervised persons will be required to review Channel Investment Partners’s written Compliance and Supervisory Procedures Manual at least annually. Supervised persons will then sign an acknowledgement indicating that they are aware of, understand and agree to comply with Channel Investment Partners’s policies and procedures at all times. Since Channel Investment Partners’s insider trading policies and procedures are included in this manual, supervised persons are acknowledging that they are aware of, understand and will comply with Channel Investment Partners’s insider trading policies and procedures at all times. If Channel Investment Partners is aware of any securities that it is restricting from trading, Matthew Duch will maintain a list of these securities. This list will be kept current at all times and will be provided to all supervised persons on a regular basis.

Matthew Duch will perform the following procedures no less than quarterly for the purpose of detecting insider trading:

Review trading activity reports or confirmations and statements for each officer, director, investment adviser representative and supervised person of Channel Investment Partners

Review and monitor the trading activity of all accounts managed by Channel Investment Partners.

The consequences for trading on or communicating material, non-public information are severe. Consequences can be imposed on the persons involved in insider trading and their employer. Penalties can be imposed even if the parties involved do not personally benefit from the activities involved in the violation. In addition to the regulatory and criminal penalties that could be imposed, supervised persons can expect that any violation of Channel Investment Partners’s insider trading policy will result in serious penalties to all parties involved, potentially including dismissal from employment with Channel Investment Partners.

PERSONAL SECURITIES TRANSACTIONS

Channel Investment Partners and its supervised persons may buy or sell securities or hold a position in securities identical to the securities recommended to clients, however, it is strongly discouraged.

It is Channel Investment Partners’s policy that no supervised person will put his or her interest before a client’s interests.

Supervised persons may not trade ahead of any client or trade in a way that would cause the supervised person to obtain a better price than the price a client would obtain. It is the supervised person’s responsibility to know which securities are being traded by Channel Investment Partners.

Supervised persons can consult with Matthew Duch to determine whether a security is an appropriate purchase or sale by the supervised person.

Supervised persons are required to attain written, pre-approval prior to purchasing or selling any shares of the Channel Short Duration Income Fund (CPSIX) for their personal accounts.

In addition, all supervised persons are prohibited from trading on non-public information and from sharing such information.

Channel Investment Partners’s supervised persons may not invest in an initial public offering (“IPO”) for their own accounts or those of related household members if the investment is also made in advised funds and/or accounts. Prior authorization from the firm must be granted for such investments.

Channel Investment Partners’s supervised persons are required to obtain approval from Matthew Duch prior to investing in a private placement.

Channel Investment Partners does not allow “short-swing” trading or market timing. New security purchases, including options contracts, are to be held for a minimum of 14 days.

Before a supervised person places a personal trade, the following should be considered:

Will the amount or nature of the transaction affect the price or market for the security?

Is the transaction likely to harm any client?

Is there an appearance or suggestion of impropriety?

Per the requirements of Rule 204A-1 of the Advisers Act, all persons associated with Channel Investment Partners who are also considered access persons will be required to report all securities transactions to the CCO. An access person has been defined by the SEC, under Rule 204A-1(e)(1), as:

(i) Any of your supervised persons:

(A)

Who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or

(B)

Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

(ii)

If providing investment advice is your primary business, all of your directors, officers, and partners are presumed to be access persons.

Access persons must report trades implemented for a personal account, an account of any household family member (spouse, minor children, or other adults residing in the same household) or any account for which the access person acts as a trustee. Personal securities transactions that need to be reported include stocks, bonds, limited partnerships, options, and other general securities. Transactions involving any of the following do not need to be included on the report:

Open-end mutual fund except for the Channel Short Duration Income Fund (CPSIX). Channel Investment Partners is the investment adviser to the Channel Short Duration Income Fund (CPSIX). Supervised persons are required to attain written, pre-approval prior to purchasing or selling any shares of the Channel Short Duration Income Fund (CPSIX) for their personal accounts.

Money market instruments

Bankers’ acceptances

Bank CDs

Commercial paper and high quality short-term debt instruments

Variable annuities funded by insurance company separate accounts organized as unit investment trusts. Such separate accounts typically are divided into subaccounts, each of which invests exclusively in shares of an underlying open-end fund.

Government securities

Unit Investment Trusts (UITs) provided that the UIT is invested exclusively in unaffiliated mutual funds

REPORTING REQUIREMENTS

A report of all personal securities holdings must be submitted at the time a supervised person becomes affiliated with Channel Investment Partners and at least annually thereafter. Such reports must contain current information (not older than 45 days). Holding reports must contain the following information:

The title and type of security

The security symbol or CUSIP number

The number of shares and the principal amount of each reportable security

The name of any broker, dealer, or bank with which the supervised person maintains an account

The date the report was submitted

Supervised persons must disclose where all personal securities accounts are maintained. Upon hire and at least annually thereafter, all supervised persons will be required to complete a Brokerage Account Disclosure Form. Supervised persons should report all personal securities accounts to Matthew Duch at the time the account is established. Personal securities transactions must be reported quarterly within 30 days after the close of the calendar quarter in which transactions take place. The following are exceptions to the reporting requirements:

Transactions effected pursuant to an automatic investment plan

Securities held in accounts over which a supervised person has no direct or indirect influence or control

No report is required for an adviser firm that only has one supervised person with access to nonpublic information regarding clients’ purchase and sale of securities, is involved in making recommendations to clients or has access to such recommendations that are nonpublic

If all required information is not included on the confirmations and statements, the supervised persons will be required to report any missing information to Matthew Duch. All approved confirmations and statements will be maintained in Channel Investment Partners’s personal securities transactions file.

Channel Investment Partners will maintain a database that contains the personal securities transactions and holdings of all supervised persons. Matthew Duch will review these personal securities transactions for inappropriate conduct like front-running, scalping, insider trading, or other misuses of confidential client information. The review will also focus upon whether there are violations of any restricted lists, black-out periods, or other conditions placed on supervised person's personal trading activities or holdings.

GIFTS AND ENTERTAINMENT

No supervised person will seek or accept anything of more than $150 either directly or indirectly, from broker/dealers or other persons that, to the actual knowledge of the supervised person, to do business with a client or the firm. For purposes of this provision, the following gifts are acceptable and are not considered a violation of this section: (1) an occasional meal, (2) an occasional ticket to a sporting event, the theater or comparable entertainment, and (3) other gifts of nominal cost. It is never permissible to accept gifts of cash or cash equivalents.

Family member and guest gifts and entertainment are allowed only when in the presence of a supervised person, subject to the same policy, and related to a business event.

VIOLATIONS

Supervised persons are required to report any violations relating to Channel Investment Partners’s Code of Ethics, Insider Trading or Personal Securities Transactions Policies and Procedures to Matthew Duch. Such reports will not be viewed negatively by Channel Investment Partners’s management staff, even if upon review of the reportable event it is determined not to be a violation so long as the supervised person reported the event in good faith. The identity of the reporting party will remain confidential. Upon discovering a violation of any of these policies and procedures, Channel Investment Partners may impose any sanctions that are deemed appropriate, including but not limited to, disgorgement of profits, reversal of the trade or suspension of trading privileges, verbal warning, written warning, fines, suspension or termination of employment.

SUPERVISION

Matthew Duch is in charge of establishing, implementing, and supervising the written policies and procedures of Channel Investment Partners. Matthew Duch will establish policies to ensure compliance with the requirements of all applicable federal and state laws and regulations. In addition, Matthew Duch will ensure systems are in place to provide safeguards against inadvertent violation of laws, rules and regulations, and against those supervised persons who may be tempted to engage in improper conduct. Matthew Duch will be in charge of training all new and current supervised persons on the firm’s internal controls and procedures. Matthew Duch will implement testing and reviews designed to provide reasonable assurance that Channel Investment Partners’s policies and procedures are being followed and are effective.

OUTSIDE BUSINESS ACTIVITIES

Employment of any outside business activity by an associated person of Channel Investment Partners may result in possible conflicts of interests for the associated person or for the firm and therefore must be reviewed and approved by Matthew Duch. In addition, outside business activities must be disclosed on the associated person’s Form U4, and if applicable, the Form ADV. Outside activities which must be reviewed and approved include, but are not limited, to the following:

Being employed or compensated by any other entity;

Being active in any other business including part-time, evening or weekend employment;

Serving as an officer, director, partner, or in some other similar capacity for any other entity;

Ownership interest in any non-publicly traded company or other private investments; or

Any public speaking or writing activities not related to Channel Investment Partners marketing efforts.

Written approval from Channel Investment Partners for any of the above activities must be obtained by supervised persons prior to engaging in the activity. All supervised persons must complete and submit an Outside Business Activities Disclosure Form at the time such activities will begin. Matthew Duch will review the activities of supervised persons to determine if any activity could be a conflict of interest with the rules and regulations of the applicable regulatory authorities. In addition, activities will be reviewed to ensure they do not interfere with any of the supervised person’s responsibilities with Channel Investment Partners.