EX-99.28.P.2 3 fp0048926_ex9928p2.htm


Code of Ethics






Investment advisers are fiduciaries that owe their undivided loyalty to their clients. Investment advisers are trusted to represent clients’ interests in many matters, and advisers must hold themselves to the highest standard of fairness in all such matters.


Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act of 1940 requires each registered investment adviser to adopt and implement a written code of ethics that contains provisions regarding:


The adviser’s fiduciary duty to its clients;


Compliance with all applicable Federal Securities Laws;


Reporting and review of personal Securities transactions and holdings;


Reporting of violations of the code; and


The provision of the code to all supervised persons.


Policies and Procedures


Code of Conduct, Fiduciary Standards, and Compliance with the Federal Securities Laws


At all times, KL Capital and its Employees must comply with the spirit and the letter of the Federal Securities Laws and the rules governing the capital markets. The CCO administers the Code of Ethics (or the “Code”). All questions regarding the Code should be directed to the CCO. Employees must cooperate to the fullest extent reasonably requested by the CCO to enable (i) KL Capital to comply with all applicable Federal Securities Laws and (ii) the CCO to discharge her duties under the Manual.


All Employees will act with competence, dignity, integrity, and in an ethical manner, when dealing with Clients, the public, prospects, third-party service providers and fellow Employees. Employees must use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, promoting KL Capital’s services, and engaging in other professional activities.


We expect all Employees to adhere to the highest standards with respect to any potential conflicts of interest with Clients. As a fiduciary, KL Capital must act in its Clients’ best interests. Neither KL Capital, nor any Employee should ever benefit at the expense of any Client. Notify the CCO promptly about any practice that creates, or gives the appearance of, a material conflict of interest.


Employees are generally expected to discuss any perceived risks, or concerns about KL Capital’s business practices, with their direct supervisor. However, if an Employee is uncomfortable discussing an issue with their supervisor, or if they believe that an issue has not been appropriately addressed, they should bring the matter to the CCO’s attention.



Reporting Violations


Improper actions by KL Capital or its Employees could have severe negative consequences for KL Capital, its Clients, and its Employees. Impropriety, or even the appearance of impropriety, could negatively impact all Employees, including people who had no involvement in the problematic activities.


Employees must promptly report any improper or suspicious activities, including any suspected violations of the Code of Ethics or the Federal Securities Laws to the CCO. Issues can be reported to the CCO in person, or by telephone, email, or written letter. Reports of potential issues may be made anonymously. Any reports of potential problems will be thoroughly investigated by the CCO, who will report directly to the CEO on the matter. Any problems identified during the review will be addressed in ways that reflect KL Capital’s fiduciary duty to its Clients.


An Employee’s identification of a material compliance issue will be viewed favorably by the Company’s senior executives. Retaliation against any Employee who reports a violation of the Code of Ethics in good faith is strictly prohibited and will be cause for corrective action, up to and including dismissal. If an Employee believes that he or she has been retaliated against, he or she should notify the CEO directly.


Violations of this Code of Ethics, or the other policies and procedures set forth in the Manual, may warrant sanctions including, without limitation, requiring that personal trades be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, reporting to the Employee’s supervisor, suspending personal trading rights, imposing a fine, suspending employment (with or without compensation), making a civil referral to the SEC, making a criminal referral, terminating employment for cause, and/or a combination of the foregoing. Violations may also subject an Employee to civil, regulatory or criminal sanctions. No Employee will determine whether he or she committed a violation of the Code of Ethics, or impose any sanction against himself or herself. All sanctions and other actions taken will be in accordance with applicable employment laws and regulations.


If the CCO determines that a material violation of this Code of Ethics has occurred, the CCO will promptly report the violation, and any association action(s), to KL Capital’s senior management. If senior management determines that the material violation may involve a fraudulent, deceptive or manipulative act, KL Capital will report its findings to the Mutual Fund’s Board of Directors or Trustees pursuant to Rule 17j-1.


For the avoidance of doubt, nothing in this Manual prohibits Employees from reporting potential violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, or any agency’s inspector general, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employees do not need prior authorization from their supervisor, the CCO, or any other person or entity affiliated with KL Capital to make any such reports or disclosures and do not need to notify KL Capital that they have made such reports or disclosures. Additionally, nothing in this Manual prohibits Employees from recovering an award pursuant to a whistleblower program of a government agency or entity.



Distribution of the Code and Acknowledgement of Receipt


KL Capital will distribute this Manual, which contains the Company’s Code of Ethics, to each Employee upon the commencement of employment, annually, and upon any change to the Code of Ethics or any material change to another portion of the Manual.


All Employees must acknowledge that they have received, read, understood, and agree to comply with KL Capital’s policies and procedures described in this Manual, including this Code of Ethics. Each Employee should complete the attached Compliance Manual Acknowledgement Form and submit the completed form to the CCO upon commencement of employment, annually, and following any material change to the Manual. The CCO may use the attached Code of Ethics Acknowledgement Log to track Employees’ Code of Ethics acknowledgements.


Conflicts of Interest


Conflicts of interest may exist between various individuals and entities, including KL Capital, Employees, and current or prospective Clients. Any failure to identify or properly address a conflict can have severe negative repercussions for KL Capital, its Employees, and/or Clients. In some cases the improper handling of a conflict could result in litigation and/or disciplinary action.


KL Capital’s policies and procedures have been designed to identify and properly disclose, mitigate, and/or eliminate applicable conflicts of interest. However, written policies and procedures cannot address every potential conflict, so Employees must use good judgment in identifying and responding appropriately to actual or apparent conflicts. Conflicts of interest that involve KL Capital and/or its Employees on one hand and Clients on the other hand, will generally be fully disclosed and/or resolved in a way that favors the interests of Clients over the interests of KL Capital and its Employees. If an Employee believes that a conflict of interest has not been identified or appropriately addressed, that Employee should promptly bring the issue to the CCO’s attention.


In some instances conflicts of interest may arise between Clients. Responding appropriately to these types of conflicts can be challenging, and may require robust disclosures if there is any appearance that one or more Clients have been unfairly disadvantaged. Employees should notify the CCO promptly if it appears that any actual or apparent conflict of interest between Clients has not been appropriately addressed.


KL Capital discusses conflicts of interest during the quarterly Executive Committee and will use the attached Conflicts of Interest Log to document the Company’s assessment of, and response to, such conflicts.


Personal Securities Transactions


All Employees of KL Capital are deemed to be “Access Persons” subject to the Company’s Personal Securities Transactions policy. Trading in individual equities is prohibited. Permitted employee trades should be executed in a manner consistent with our fiduciary obligations to our Clients: trades should avoid actual improprieties, as well as the appearance of impropriety. Employee trades must not be intentionally timed to precede orders placed for any Client, nor should trading activity be so excessive as to conflict with the Employee’s ability to fulfill daily job responsibilities.


In the event of a material change to this Personal Securities Transactions section of the Code of Ethics, the CCO shall inform each Mutual Fund’s CCO of such change and ensure that the change is approved by each Mutual Fund’s Board no later than six months after the change is adopted.



Accounts Covered by the Policies and Procedures


KL Capital’s Personal Securities Transactions policies and procedures apply to all accounts holding any Securities over which Employees have any beneficial ownership interest, which typically includes accounts held by immediate family members sharing the same household, or non-Clients over which Employees exercise investment discretion. Immediate family members include children, step-children, grandchildren, parents, step-parents, grandparents, spouses, domestic partners, siblings, parents-in-law, and children-in-law, as well as adoptive relationships that meet the above criteria. For purposes of this Personal Securities Transactions section, the term “Employee” includes: (1) any employee who has access to nonpublic information regarding any Client’s trading or any Reportable Fund’s holdings, who is involved in making securities recommendations to Clients, or who has access to nonpublic securities recommendations; (2) all of KL Capital’s directors, officers, and partners; (3) any other person so designated by the CCO by notice to such person; and (4) any consultant, intern, or independent contractor hired or engaged by KL Capital that has access to KL Capital’s nonpublic securities recommendations.


It may be possible for Employees to exclude accounts held personally or by immediate family members sharing the same household if the Employee does not have any direct or indirect influence or control over the accounts, or if the Employee can rebut the presumption of beneficial ownership over family members’ accounts. Employees should consult with the CCO before excluding any accounts held by immediate family members sharing the same household.


Reportable Securities


KL Capital requires Employees to provide periodic reports regarding transactions and holdings in all “Reportable Securities,” which include any Security, except:


Direct obligations of the Government of the United States;


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


Shares issued by money market funds;


Shares issued by open-end investment companies registered under the Investment Company Act of 1940, other than investment companies advised or underwritten by KL Capital or an affiliate;


Interests in 529 college savings plans; and


Shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies registered under the Investment Company Act of 1940, none of which are advised or underwritten by KL Capital or an affiliate.


Exchange-traded funds, or ETFs and exchange traded notes, or ETNs, are somewhat similar to open-end registered investment companies. However, ETFs and ETNs are Reportable Securities and are subject to the reporting requirements contained in KL Capital’s Personal Securities Transactions policy.


Pre-clearance Procedures


Employees must have written clearance, before completing the transaction, for all transactions involving:



Private Placements,
Affiliated Mutual Funds; and
all ETFs managed by KL Capital, or where KL Capital is the Index provider.


KL Capital may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict of interest or otherwise appears improper. If clearance is granted for a specified period of time (generally 24 hours), the Employee receiving the approval is responsible for ensuring that his or her trading is completed before the clearance’s expiration. Employees should be cautious when submitting good-until-cancelled orders to avoid inadvertent violations of KL Capital’s pre-clearance procedures.


Employees must use the attached Trade Pre-clearance Form to seek pre-clearance. All pre-clearance requests must be submitted to the CCO. The CCO may use the attached Trading Pre-clearance Request Log to track pre-clearance requests.


KL Capital maintains a Current Holdings List of Securities that KL Capital currently holds in Client accounts, or about which KL Capital might have received Material Nonpublic Information. The CCO will not pre-clear any personal transactions in Securities that are associated with any securities on the Current Holdings List. The CCO will also confirm with investment personnel that an employee pre-clearance trading request does not involve a security that the Company is actively evaluating for purchase in Client accounts.




KL Capital must collect information regarding the personal trading activities and holdings of all Employees. Employees must submit quarterly reports regarding Securities transactions and newly opened accounts, as well as annual reports regarding holdings and existing accounts. Such reports shall be in the form of brokerage statements from the Employee’s custodian.


Quarterly Transaction Reports


Each quarter, Employees must report all Reportable Securities transactions in accounts in which they have a Beneficial Interest. Employees must also report any accounts opened during the quarter that hold any Securities (including Securities excluded from the definition of a Reportable Security). Reports regarding Securities transactions and newly opened accounts must be submitted to the within 30 days of the end of each calendar quarter.


Employees may use the attached Letter to a Broker-Dealer to instruct the institution hosting their accounts to send the CCO duplicate account statements. The CCO must receive all such statements within 30 days of the end of each calendar quarter. Any trades that did not occur through a broker-dealer, such as the purchase of a private fund, must be reported on the Quarterly Reporting Forms.


If an Employee did not have any transactions or account openings to report, nor any brokerage statements to provide, this should be indicated on the Quarterly Reporting Forms within 30 days of the end of each calendar quarter.



Initial and Annual Holdings Reports


Employees must periodically report the existence of any account that holds any Securities (including Securities excluded from the definition of a Reportable Security), as well as all Reportable Securities holdings. Reports regarding accounts and holdings must be submitted to the CCO on or before February 14th of each year, and within 10 days of an individual first becoming an Employee. Annual reports must be current as of December 31st; initial reports must be current as of a date no more than 45 days prior to the date that the person became an Employee. Initial and annual holdings reports should be submitted using the attached Periodic Holdings Reporting Forms.


Initial and annual reports must disclose the existence of all accounts that hold any Securities, even if none of those Securities fall within the definition of a “Reportable Security.”


In lieu of completing the Reportable Securities section of the Periodic Holdings Reporting Form Employees may submit copies of account statements that contain all of the same information that would be required by the form and that are current as of the dates noted above. Any Reportable Securities not appearing on an attached account statement must be reported directly on the Reportable Securities section of the Periodic Holdings Reporting Form.


If an Employee does not have any holdings and/or accounts to report, this should be indicated on the Periodic Holdings Reporting Form within 10 days of becoming an Employee and by February 14th of each year.


Exceptions from Reporting Requirements


There are limited exceptions from certain reporting requirements. Specifically, an Employee is not required to submit:


Quarterly reports for any transactions effected pursuant to an Automatic Investment Plan; or


Any reports with respect to Securities held in accounts over which the Employee had no direct or indirect influence or control, such as an account managed by an investment adviser on a discretionary basis.


Any investment plans or accounts that may be eligible for either of these exceptions should be brought to the attention of the CCO who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO may ask for supporting documentation, such as a copy of the Automatic Investment Plan, a copy of the discretionary account management agreement and/or a written certification from the unaffiliated investment adviser, and may provide Employees with the exact wording and a clear definition of "no direct or indirect influence or control" that the adviser consistently applies to all Employees. On a sample basis, the CCO may request reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to KL Capital's Code, absent reliance on the reporting exception. Employees who claim they have no direct or indirect influence or control over an account are also required to complete the attached Exempt Accounts Certification upon commencement of their employment and on an annual basis thereafter.


Reliance on this independent or separately managed account exception is conditioned on KL Capital’s receipt of the attached Exempt Accounts Certification and other satisfactory documentary evidence (e.g., copy of advisory agreement, certification from adviser, etc.) as directed by the CCO. Employees should consult with the CCO before excluding any accounts, especially those held by immediate family members sharing the same household.



Personal Trading and Holdings Reviews


KL Capital’s Personal Securities Transactions policies and procedures are designed to mitigate any potential material conflicts of interest associated with Employees’ personal trading activities. Accordingly, the CCO will closely monitor Employees’ investment patterns to detect the following potentially abusive behavior:


Frequent and/or short-term trades in any Security, with particular attention paid to potential market-timing of mutual funds;


Personal trading in Securities also held by a Mutual Fund advised by KL Capital;


Trading opposite of Client trades;


Trading ahead of Clients; and


Trading that appears to be based on Material Nonpublic Information.


The CCO will review all reports submitted pursuant to the Personal Securities Transactions policies and procedures for potentially abusive behavior, and will compare Employee trading with Clients’ trades as necessary. Upon review, the CCO will initial and date each report received, and will attach a written description of any issues noted. Any personal trading that appears abusive may result in further inquiry by the CCO and/or sanctions, up to and including dismissal.


The CEO will monitor the CCO’s personal Securities transactions for compliance with the Personal Securities Transactions policies and procedures.


Disclosure of the Code of Ethics


KL Capital will describe its Code of Ethics in Part 2 of Form ADV and, upon request, furnish Clients with a copy of the Code of Ethics. All Client requests for KL Capital’s Code of Ethics should be directed to the CCO.