EX-99.(P)(4) 7 advisorshares_ex99p4.htm EXHIBIT (P)(4)

Exhibit (p)(4)

CreativeOne Wealth, LLC

Code of Ethics – October 2022

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Code of Ethics

October 2022

CreativeOne Wealth, LLC

Code of Ethics – October 2022

Table of Contents

1	INTRODUCTION			4
2	OVERSIGHT OF THE CODE OF ETHICS			5
	2.1	Acknowledgement of the Code		5
	2.2	Reporting Violations		5
	2.3	Sanctions for Failure to Comply with the Code of Ethics		5
	2.4	CCO’s Preclearance Requests		5
3	GIFTS AND ENTERTAINMENT			5
	3.1	Introduction		5
	3.2	Gifts and Entertainment Policy		6
		3.2.1	Value of Gifts and Entertainment	6
		3.2.2	Reporting of Gifts	6
		3.2.3	De Minimis	6
		3.2.4	Charitable Gifts	6
		3.2.5	Consideration for STAR Global Buy Write ETF	6
4	ANTI-BRIBERY POLICY AND PROCEDURES			7
	4.1	Firm’s Anti-Bribery Policy		7
	4.2	Foreign Corrupt Practices Act		7
		4.2.1	FCPA Red Flags	7
		4.2.2	Preclearance Requirement	8
5	POLITICAL CONTRIBUTIONS AND PAY TO PLAY			8
	5.1	Introduction		8
	5.2	Firm’s Pay to Play Policy		8
	5.3	Preclearance of Political Contributions		9
	5.4	New Employee Certification		9
6	EMPLOYEE INVESTMENT POLICY			9
	6.1	General Policy		9
	6.2	Definitions		9
		6.2.1	Definition of Covered Account	9
		6.2.2	Definition of Reportable Security	10
		6.2.3	Definition of Non-Discretionary Managed Account	10
	6.3	Reporting of Employee Holdings and Transactions		11
		6.3.1	Initial Holdings Report	11
		6.3.2	Annual Holdings Report	11
		6.3.3	Quarterly Transaction Report	11
		6.3.4	Brokerage Statements in lieu of Report	12
		6.3.5	Exemption from Reporting on Automatic Investment Plans	12

CreativeOne Wealth, LLC

Code of Ethics – October 2022

	6.4	Preclearance of Trades		12
	6.5	Outside Business Activities		13
	6.6	Specific Account Exemptions		14
	6.7	The Restricted List		14
	6.8	Review and Retention of Reports		14
		6.8.1	Escalation of Violations and Sanctions	15
		6.8.2	Confidentiality	15
	6.9	Additional Personal Trading Considerations as Sub-advisor to the STAR Global Buy Write ETF		15
	6.10	Transaction Oversight for VEGA Access Persons		16
	6.11	Additional Code of Ethics Considerations for the STAR Global Buy Write ETF (NYSE:VEGA)		16
7	INSIDER TRADING			17
	7.1	Introduction		17
	7.2	Penalties for Insider Trading		17
	7.3	Definitions		17
		7.3.1	Material Information	17
		7.3.2	Nonpublic Information	18
		7.3.3	Insider and Temporary Insider	18
		7.3.4	Tipper / Tippee Liability	18
	7.4	Breach of Duty		18
	7.5	C1W’s Insider Trading Policy		18
	7.6	Insider Trading Policy Restrictions		19
	7.7	Ethics Wall		19
	7.8	Procedures Designed to Detect and Prevent Insider Trading		19
	7.9	Compliance Responsibilities		20

CreativeOne Wealth, LLC

Code of Ethics – October 2022

INTRODUCTION

The Code of Ethics Rule¹ of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires investment advisers registered with the Securities and Exchange Commission (“SEC”) to adopt a written code of ethics. The Code of Ethics (the “Code”) sets forth standards of conduct expected for any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of CreativeOne Wealth, LLC (“C1W” or the “Firm”), or any other person who provides investment advice on behalf of C1W and is subject to the Firm’s supervision and control (each an “Employee” and collectively, “Employees”).² The Code reflects C1W’s and each Employee’s fiduciary duty to the Firm’s Clients. The Code also addresses certain possible conflicts of interest and includes C1W’s employee investment policy. The Code should be read in conjunction with C1W’s Supervisory Procedures and Compliance Manual (the “Manual”).

The following standards of business conduct will govern the interpretation and administration of the Code:

●

The interests of C1W’s Clients (as defined in the Firm’s Manual) must be placed first at all times;

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Employees should not take inappropriate advantage of their positions; and

●

Employees must comply with all applicable securities laws.

The Code is designed to cover a variety of circumstances and conduct. However, no policy or procedure can anticipate every possible situation. Therefore, Employees of the Firm are expected not only to abide by the letter of the Code, but also its spirit, by upholding the fundamental ideals of the Firm which include integrity, honesty and trust.

C1W reserves the right to modify any or all of the policies and procedures set forth in the Code. Should revisions be made, Employees will receive notification from the Chief Compliance Officer (the “CCO”). Thereafter, all Employees will be responsible for reading and becoming familiar with the Code and its updated content.

The Code should be kept by each Employee for future reference and its guidelines should be made an active part of the Employee’s normal course of business. In the event an Employee has any questions regarding his or her responsibilities under the Code, he or she shall contact the CCO.

	¹	Rule 204A-1 of the Advisers Act.
	²	The SEC has determined that Independent Contractors that provide advisory services on behalf of a registered investment advisor are considered “employees” regardless of W-2 or 1099 status. As such, Investment Advisor Representatives will be referred to as employees as it relates to this manual, but this does not change the legal relationship. Investment Advisor Representatives are wholly responsible for their Administrative Staff

CreativeOne Wealth, LLC

Code of Ethics – October 2022

OVERSIGHT OF THE CODE OF ETHICS

2.1

Acknowledgement of the Code

Each Employee must complete and sign the “Acknowledgement of Receipt and Understanding” affirmation on the MyCompliance Office platform upon hire, annually thereafter, or whenever a new version of the Code is distributed, certifying that he or she has read and understands the Code’s contents.

2.2

Reporting Violations

All Employees must promptly report any violations of the Code and federal securities laws to the CCO. Violations related to the CCO should be reported to the Firm’s President. Failure to report a code violation constitutes a violation itself. Retaliation against the reporting employee is prohibited and constitutes a further code violation.

2.3

Sanctions for Failure to Comply with the Code of Ethics

If it is determined that an Employee has committed a violation of the Code, C1W will impose sanctions and/or take other action as deemed appropriate. These actions include, but are not limited to, disgorgement of profits, fines, a letter of caution or warning, suspension or termination of employment, and/or notification to the SEC and/or Clients of the violations.

2.4

CCO’s Preclearance Requests

In all circumstances requiring preclearance under the Code, all employees will provide preclearance to the CCO or CCO’s designee. In the instance where the CCO shall require preclearance, the CCO shall seek preclearance from a similarly situated officer in the company. See Section 6.4 for further details on C1W’s Preclearance policy.

GIFTS AND ENTERTAINMENT

3.1

Introduction

It is C1W’s policy that all Employees act in good faith and in the best interests of the Firm. To this end, Employees must not put themselves or the Firm in a position that would create even the appearance of a conflict of interest. If any Employee has any doubts or questions about the appropriateness of any interests or activities, he or she should contact the CCO. Any interest or activity that might constitute a conflict of interest under this Code must be fully disclosed to the CCO so that a determination may be made as to whether such interest or activity should be discontinued or limited.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

3.2

Gifts and Entertainment Policy

C1W’s “Gifts and Entertainment Policy” distinguishes between a “Gift” and “Entertainment.” Gifts are items (or services) of value that a client or prospective client provides to or receives from an Employee where there is no business communication involved in the enjoyment of the gift. Entertainment, on the other hand, contemplates that the giver participates with the recipient in the enjoyment of the item. Entertainment is only appropriate when used to foster and promote business relationships for the Firm. Solicitation of Gifts and/or Entertainment is unprofessional and is strictly prohibited.

3.2.1

Value of Gifts and Entertainment

Employees may not give or receive gifts with a cumulative value in excess of $250 over the course of twelve (12) rolling months to or from an individual client or prospective client with whom the Firm has, or is likely to have, business dealings. The employee may, however, submit the gift or gifts which exceed the $250 per client threshold with approval from the CCO prior to giving or the next business day after receiving or giving. Employees may not give or accept an invitation that involves Entertainment that is excessive or not usual or customary. If an Employee is unable to judge the value of a Gift or believes that the Entertainment may be excessive, he or she should contact the CCO for guidance.

3.2.2

Reporting of Gifts and Entertainment

Each Employee must report promptly upon receiving or giving, all Gifts and Entertainment via MyCompliance Office except those exceptions listed under Sections 3.2.3 and 3.2.4 below. There is an ongoing duty to report all gifts.

3.2.3

De Minimis

Gifts of a nominal value (e.g., pens or pencils) given to or received from a client or prospective client are not required to be logged. However, the cumulative value of such nominal gifts may not exceed $5.00 per individual per year. The CCO or the CCO’s designee may – upon request by the Employee – at their discretion waive certain gift reporting requirements should they determine that the risk of a material conflict of interest in the gift being furnished or received is mitigated.

3.2.4

Charitable Gifts

Gifts made to charitable or non-profit organizations are not subject to the Gifts and Entertainment Policy as long as the donation or contribution has no business-related purpose or objective. This includes, but is not limited to, charitable or nonprofit organizations that are associated with clients or potential clients.

3.2.5

Consideration for STAR Global Buy Write ETF

As sub-adviser to the STAR Global Buy Write ETF (NYSE: VEGA), there is a potential conflict of interest that arises when members who make investment decisions for the fund are presented with gifts, favors or other forms of consideration (gifts or entertainment) from persons doing business, or hoping to do business, with the fund. In such circumstances, the individual is required to report all gifts, entertainment, or other forms of consideration consistent with this policy.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

ANTI-BRIBERY POLICY AND PROCEDURES

4.1

Firm’s Anti-Bribery Policy

It is C1W’s “Anti-Bribery Policy” that no Employee may offer payments, or anything else of value, to a government official that will assist the Firm in obtaining, procuring, or retaining business or securing any improper business advantage. This prohibition includes making, promising or offering bribes to government officials to maintain existing business relationships or operations. Anyone at the Firm found to be violating the Firm’s Anti-Bribery Policy will be subject to disciplinary action, which may include termination. C1W requires all Employees to report any suspicious activity that may violate this policy to the CCO. An Employee’s failure to report known or suspected violations may itself lead to disciplinary action.

4.2

Foreign Corrupt Practices Act

The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits individuals and companies from corruptly making or authorizing an offer, payment or promise to pay anything of value to a foreign official³ for the purpose of influencing an official act or decision in order to obtain or retain business. The FCPA applies to all foreign officials and all employees of state-owned enterprises.

Under the FCPA, both C1W and its individual Employees can be held criminally liable for payments made to agents or intermediaries knowing that some portion of those payments will be passed on to (or offered to) a foreign official. Under the relevant section of the FCPA, the knowledge element required is not limited to actual knowledge but includes being aware of the high probability that a third party representing the Firm will make or offer improper payments to a foreign official.

4.2.1

FCPA Red Flags

Investment advisers and their employees that engage foreign agents are expected to be attuned to any “red flags” in connection with the transaction, which may include:

●

The foreign country’s reputation for corruption;

●

Requests by a foreign agent for offshore or other unusual payment methods;

●

Refusal of a foreign agent to certify that it will not make payments that would be unlawful under the FCPA;

●

An apparent lack of qualifications;

A “foreign official” includes: any officer or employee of or person acting in an official capacity for or on behalf of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization; any employee or official of any court system, government regulatory or financial bodies, state-owned or controlled enterprises, and sovereign wealth funds; and foreign political parties and candidates for office.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

●

Non-existent or non-transparent accounting standards; and

●

Whether the foreign agent comes recommended or “required” by a government official.

Sanctions for violating the FCPA include fines and jail terms.

4.2.2

Preclearance Requirement

Any payment or anything else of value given to a foreign official must be pre-approved by the CCO.

POLITICAL CONTRIBUTIONS AND PAY TO PLAY

5.1

Introduction

Rule 206(4)-5 under the Advisers Act (the “Pay to Play Rule”) restricts C1W and its Employees from directly or indirectly making payments that may appear to be made for pay to play purposes, regardless of the Employee/contributor’s intent. The SEC uses the phrase “pay to play” to refer to arrangements whereby investment advisers make political contributions or related payments to government officials in order to be awarded with, or afforded the opportunity to compete for, contracts to manage the assets of government accounts.

The Pay to Play Rule generally creates (i) a two year prevention from receiving compensation for providing advisory services to government entities after political contributions have been made to those government officials, (ii) a prohibition on soliciting or coordinating certain contributions and payments, and (iii) a prohibition from paying third parties from soliciting government entities.

5.2

Firm’s Pay to Play Policy

It is C1W’s policy that contributions⁴ to candidates for a public office, a political party or a political action committee (“PAC”)⁵ by the Firm and its Employees are made in compliance with applicable law.

	⁴	“Contribution” is broadly defined and means the giving of anything of value in connection with any election for U.S. state, local or federal office (if the candidate running for U.S. federal office currently holds a U.S. state or local political office), including Contributions to any candidate for political office, political party or political action committee. Reportable Contributions include any gift, subscription, loan, advance, deposit of money, or anything of value (regardless of to whom paid) made for the purpose of influencing any election, satisfying any debt incurred in connection with any such election, or paying the transition or inaugural expenses of a successful candidate, and any solicitation or coordination of the making of any of the foregoing contributions or payments to a political party (including fundraising activities).
	⁵	A political action committee is generally an organization whose purpose is to raise and distribute campaign funds to candidates seeking political office. PACs are formed by corporations, labor unions, membership organizations or trade associations or other organizations to solicit campaign contributions from individuals and channel the resulting funds to candidates for elective offices.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

5.3

Preclearance of Political Contributions

The Firm requires all Employees to obtain pre-approval from the CCO by completing a “Political Contributions Preclearance Form” through MyCompliance Office before making the Political Contribution. Under no circumstances may an Employee engage in any of the foregoing activities indirectly, such as by funneling payments through third parties including but not limited to, attorneys, family members, friends, or orgainzations, or companies as a means of circumventing the Pay to Play Rule.⁶

5.4

New Employee Certification

If the Employee is involved in soliciting clients or investors for C1W, then the Firm is required to look back at the Employee’s Political Contributions for two years. If the Employee is not involved in soliciting clients or investors for C1W, then the Firm is only required to look back six months. The CCO will determine whether any such past Political Contribution will affect the Firm’s business. Upon joining C1W, each new Employee must complete a “Political Contributions Disclosure Form” through MyCompliance Office.

EMPLOYEE INVESTMENT POLICY

6.1

General Policy

C1W requires that all Employee investment transactions be carried out in a manner that will not create a perceived or actual conflict of interest between the Firm and its Clients. To this end, C1W has adopted certain procedures, including trading restrictions and reporting requirements, detailed below.

6.2

Definitions

6.2.1

Investment Account Definitions

This policy applies to all “Covered Accounts”⁷ of Employees, including investment accounts maintained by or for:

●

The Employee’s spouse or domestic partner (except a spouse or partner with a valid separation/divorce decree);

●

The Employee’s immediate family members⁸ sharing the same household;

	⁶	The Pay to Play Rule contains a “catch-all” provision that prohibits indirect acts, which if done directly would violate the Rule.
	⁷	Covered accounts are those in which an access person has direct or indirect beneficial ownership as defined in 17 CFR § 275.204 (b)(1)(i)(a) and 17 CFR § 240.16a-1.
	⁸	“Immediate family member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

●

Any persons to whom the Employee provides primary financial support and either

■

whose financial affairs are managed by the Employee or

■

for whom the Employee holds discretionary authority over financial accounts; and

●

Any accounts for entities in which the Employee has a 25% or greater beneficial interest or exercises effective control.

It is the Employee’s responsibility to ensure family members and persons to whom the Employee provides primary financial support are aware of this policy and adhere to it.

6.2.2

Definition of Reportable Security

“Reportable Securities” include a wide variety of investments including: stocks, bonds, exchange traded funds (“ETFs”), limited offerings, options, futures, currencies, warrants, commodities and other derivative products. A Reportable Security does not include:

●

Transactions and holdings in direct obligations of the U.S. government;

●

Money market instruments defined as bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short- term debt instruments;

●

Shares issued by money market funds;

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Shares issued by open-end funds (e.g., mutual funds); provided that such funds are not advised by C1W or an affiliate and such fund’s advisor or principal underwriter is not controlled or under common control with the Firm; and

●

Units of a unit investment trust if the unit investment trust is invested exclusively in one or more open-end funds; provided that such funds are not advised by C1W or an affiliate and such fund’s adviser or principal underwriter is not controlled or under common control with the Firm.

6.2.3

Definition of Non-Discretionary Managed Account

A “Non-Discretionary Managed Account” is an account over which the Employee has no direct or indirect influence or control. This includes accounts for which an Employee has granted full investment discretion to an outside broker-dealer, bank, investment manager, or adviser (this does not include a limited offering). For an Employee to claim this status, sufficient documentation must be provided to the CCO to illustrate the investment relationship. A Non-Discretionary Managed Account is not a Covered Account and is not subject to the preclearance or quarterly reporting requirements below.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

6.3

Reporting of Employee Holdings and Transactions

Employees must periodically report their personal securities transactions and holdings to the CCO.

6.3.1

Initial Holdings Report

Each new Employee must provide the CCO with an “Initial Holdings Report” (through MyCompliance Office) for Covered Accounts and Non-Discretionary Managed Accounts, as well as any Limited Offerings.⁹ The Initial Holdings Report must be submitted within 10 days of his or her commencement of employment and the report must be current as of a date not more than 45 days prior to the individual being hired. The Initial Holdings Report must contain the following information, at a minimum, for all Reportable Securities:

●

The title and type of security (and, as applicable, the exchange ticker symbol or CUSIP number), number of shares and principal amount of each security;

●

The name of the broker, dealer or bank, account name, number and location; and

●

The date that the Initial Holdings Report was submitted by the Employee.

Electronic feeds of initial holdings fed into the MyCompliance Office platform will be accepted in lieu of a physical statement.

6.3.2

Annual Holdings Report

Each Employee must provide the CCO with an “Annual Holdings Report” (through MyCompliance Office) for disclosing Covered Accounts and Non-Discretionary Managed Accounts, as well as any Limited Offerings, containing the same information required in the Initial Holdings Report as described above. The Annual Holdings Report must be submitted by January 30^thand must be current as of a date not more than 45 days prior to the date the Annual Holdings Report is submitted. Electronic feeds of annual holdings fed into the MyCompliance Office platform will be accepted in lieu of a physical statement.

6.3.3

Quarterly Transaction Report

Each Employee must report to the CCO all information contained on the “Quarterly Transaction Report” (through MyCompliance Office) for all Reportable Securities in Covered Accounts. The Quarterly Transaction Report must be submitted no more than 30 days after the end of each calendar quarter and must cover all transactions during the quarter and identify any newly opened Covered Accounts. Employees with no personal securities transactions during the quarter are required to submit a Quarterly Transaction Report confirming the absence of any transactions.

⁹

“Limited offering” means an offering that is exempt from registration pursuant to Section 4(2) or Section 4(6), or pursuant to Rule 504, Rule 505, or Rule 506, under the Securities Act of 1933.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

6.3.4

Brokerage Statements in lieu of Report

In lieu of a Quarterly Transaction Report, an Employee may provide the CCO with copies of the monthly or quarterly brokerage account statements relating to each Covered Account should the Employee’s financial institution be unable to establish a brokerage feed with MyCompliance Office. Such brokerage statements must be submitted within 30 days of the end of the calendar quarter.

While physical statements are permitted, they are strongly discouraged. A key advantage of establishing an electronic feed with MyCompliance Office is the ability to utilize the platform’s proprietary automated trade monitoring software that analyzes whether any trade(s) may violate any applicable rules or regulations (e.g., the detection of potential insider trading). If the Employee’s financial institution is not established with a feed into MyCompliance Office, C1W recommends that the employee transfers the brokerage account to an institution that is compatible with MyCompliance Office’s electronic reporting capabilities (a list of compatible institutions is available upon request). However, if the Employee is unable or unwilling to transfer his or her personal brokerage accounts to an institution with electronic reporting capabilities, C1W will charge the Employee a quarterly $100.00 processing fee against the Employee’s advisory fees for every account where physical statements are submitted. This fee is designed to compensate C1W’s time and labor needed to manually review trades listed in physical statements.

6.3.5

Exemption from Reporting on Automatic Investment Plans

An Employee is not required to submit an Initial or Annual Holdings Report or a Quarterly Transaction Report with respect to transactions effected pursuant to an automatic investment plan.¹⁰

6.4

Preclearance of Trades

Under the Investment Advisers Act of 1940, registered investment advisers such as C1W must maintain a Code of Ethics wherein Employees are required to obtain compliance approval before they directly or indirectly¹¹ acquire beneficial ownership in any security the issuer of which, immediately before registering the securities, was not subject to the Securities Exchange Act’s reporting requirements.¹²Stated differently, Employees must obtain the CCO’s preclearance for all transactions in Covered Accounts of Reportable Securities for any limited offering, initial public offering (“IPO”), or direct listing.¹³ Purchasing a limited offering, IPO, or direct listing in the Employee’s account is prohibited during the first business day the security is listed, unless the Employee has requested and been granted preclearance prior to executing the trade. Preclearance for IPOs and direct listings may be requested by submitting the “Preclearance Request Form” through MyCompliance Office. For Limited Offerings (e.g., “private placements”) employees may request pre-approval from the CCO using the Private Investment/Private Securities Transaction form via MyCompliance Office. Any preclearance given will remain in effect for 24 hours.

	¹⁰	“Automatic investment plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. § 275.204A-1 Investment adviser codes of ethics (B)(3)(ii)
	¹¹	“Indirect” ownership includes, but is not limited to, situations where shares are purchased by an immediate family member who shares the same household as the Employee, by a general or limited partnership where the Employee is a general partner, and other situations. Please see 17 CFR § 240.16a-1 for more definitions and examples.
	¹²	See 17 C.F.R. § 275.204A-1
	¹³	“Initial public offering” (IPO) refers to the process of offering shares of a private corporation to the public in a new stock issuance using the assistance of intermediaries such as investment banks, broker-dealers, and underwriters. By contrast a “direct listing” (sometimes referred to as “direct public offering” or “direct placement”) refers to an offering where a company offers its securities directly to the public to raise capital without using intermediaries. Regardless of whether an IPO or direct listing is used, companies are subject to the reporting and governance requirements applicable to all publicly traded companies (e.g., Sections 13 or 15(d) of the Securities Exchange Act of 1934) once their stock is listed. “Limited offering” refers to securities offerings that have met the exception requirements for registration under the Securities Act of 1933 including, but limited to, “Reg D Private Placements” under Rules 504 and 506, private investment partnerships, interests in oil and gas ventures, real estate syndications, participations in tax shelters, and shares issued prior to a public distribution.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

The purpose behind these preclearance requirements is to prevent an access person from misappropriating an investment opportunity that should first be offered to clients.¹⁴ In other words, the aim of these measures is to protect clients from being disadvantaged by Firm Employees who may invest in the securities before clients have had reasonable opportunity to purchase them, thereby diminishing the chances of the clients being able to take part in an offering that is limited in number and high in demand. Accordingly, any Employee requesting Pre-Clearance approval to take part in an IPO, direct listing, or limited offering must first determine whether any of the clients the representatives services would be eligible investors in this offering. If the Employee identifies client(s) they service for whom the offering is in their best interests given their investment objective, time horizon, and risk tolerance, or if the Employee is aware of any clients that have indicated they intend to participate in the offering, the Employee must wait to purchase shares in the offering for the Employee’s own account(s) until either (a) the Employee has first placed trades in the offering for those appropriate clients or (b) given a reasonable opportunity for other clients to invest prior to the Employee, whichever is later.

Prior to making the initial or any follow-on investment in a limited offering, the Employee must arrange for the CCO to review and obtain any private placement memoranda, subscription agreements or other like documents pertaining to the investment. Where confirmations and statements or other like documents are not available from the issuer, the Employee must promptly inform the CCO of any changes in the investment and provide the CCO with a written yearly update.

6.5

Outside Business Activities

Outside Business Activities, include but are not limited to: being employed or compensated by any other entity, engaging in any other business including part-time, evening or weekend employment, serving as an officer, direction, partner, etc. in any other entity, ownership interest in any publicly traded company or other private investment, or any volunteer activity. Outside Business Activities have the potential to create a conflict of interest. To ensure no conflicts are present, Employees must disclose their Outside Business Activities in their entirety via the MyCompliance Office software for approval prior to engaging in the activity. The disclosure is required when a new Employee starts, in the annual attestation, along with an ongoing obligation to disclose. Failure to fully disclose the scope of an Outside Business Activity will result in disciplinary action up to and in including termination.

C1W considers any instance where an IAR refers or solicits persons to a third party (i.e., a person or entity not affiliated with C1W) for securities-related services to be an Outside Business Activity. This applies whether or not the IAR receives compensation for his or her activities. All instances falling under this definition must be disclosed and approved by the CCO or his or her designee prior to engaging in the activity.

¹⁴

See SEC, 17 CFR Parts 270, 275 and 279 [Release Nos. IA-2256, IC-26492; File No. S7-04-04] RIN 3235-AJ08 Investment Adviser Codes of Ethics, available at https://www.sec.gov/rules/final/ia-2256.htm.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

6.6

Specific Account Exemptions

Any Employee who wishes to seek an exemption of a specific account from coverage under the Code must contact the CCO for an exemption/waiver request.

6.7

The Restricted List

The CCO may place certain securities on a “Restricted List.” C1W Employees with insider information about the STAR Global Buy Write ETF (“VEGA”) are prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Restricted List. A security may be placed on C1W’s Restricted List for a variety of reasons including, but not limited to:

●

C1W is in possession of material, nonpublic information (“MNPI”) about an issuer or the transactions in securities underlying VEGA;

●

C1W has executed a non-disclosure agreement or other agreement with a specific issuer that restricts trading in that issuer’s securities;

●

An Employee trading in the security that is a conflict of interest;

●

A relationship with the Firm or employees that involves a senior officer or director of an issuer, may present the appearance of a conflict of interest or an actual conflict of interest; and

●

The CCO has determined it is necessary to do so.

The CCO is responsible for maintaining the Restricted List and securities will remain on the Restricted List until such time as the CCO deems their removal appropriate. Currently, the Restricted List applies to the personal brokerage activities of the C1W Employees serving as VEGA’s Portfolio Managers (and are also considered “Access Persons,” see definition below) and are responsible for buying and selling securities that underly the ETF.

6.8

Review and Retention of Reports

The CCO or his or her designee shall review the holdings reports, transaction reports, and the preclearance forms to determine whether any violations of C1W’s policies or applicable securities laws have occurred. If there are any discrepancies between holdings reports, transaction reports or preclearance forms, the CCO shall contact the responsible Employee to resolve the discrepancy. If the Firm determines that an Employee has violated the Code, such Employee is subject to disciplinary action or restrictions on further trading.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

6.8.1

Escalation of Violations and Sanctions

Upon discovering a violation of this Code, the CCO will notify senior management and C1W may impose sanctions as it deems appropriate.

6.8.2

Confidentiality

The CCO and any other designated compliance personnel receiving reports of an Employee’s holdings and transactions under this Code will keep such reports confidential, except to the extent that C1W is required to disclose the contents of such reports to regulators.

6.9

Additional Personal Trading Considerations as Sub-advisor to the STAR Global Buy Write ETF

Section 270.17j-1 of the Investment Company Act addresses personal investment activities of investment company personnel and is relevant to C1W as sub-adviser to the STAR Global Buy Write ETF (VEGA). In addition to the requirements stated in Section 6.3, Reporting of Employee Holdings and Transactions (above), the following additional policies and procedures apply to those few individuals at C1W who are considered Access Persons for the STAR Global Buy Write ETF.

For purposes of this section, “Access Person” means:

(i)

Any Advisory Person of a Fund or of a Fund’s investment adviser. If an investment adviser’s primary business is advising Funds or other advisory clients, all of the investment adviser’s directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of a Fund’s directors, officers, and general partners are presumed to be Access Persons of the Fund.

(ii)

Any director, officer, or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

Note: for the STAR Global Buy Write ETF, “Access Person” includes only those individuals with access to Asset Management files on C1W’s shared network or who are involved in the day-to-day management of the fund or the trading of securities for the fund or access to electronic notification (email) of pending trades (also called “Portfolio Managers”). These individuals will be established as a “Vega Access” group in the MyCompliance Office system.

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Code of Ethics – October 2022

6.10

Transaction Oversight for VEGA Access Persons

Transaction oversight is conducted on trading activity for VEGA Access Persons’ self-directed accounts through the MyCompliance Office system. Such oversight is designed to detect and prevent “unlawful actions” caused by Access Persons against VEGA as described in Section 270.17j-1(b) of the Investment Company Act. Accounts traded under a STAR Spectrum program are not self-directed and, therefore, not subject to this oversight.

MyCompliance Office runs a rule to identify the underlying securities (including options) and VEGA ETF traded in the personal accounts of the VEGA Access Persons group. All such trades are flagged and reviewed.

Flagged trades will be reviewed for personal trading activity versus trading activity in VEGA. In order to make this comparison, appropriate Compliance personnel will review VEGA and personal trade information via MyCompliance Office or via custodial feeds. The review will focus on inequitable executions between personal accounts and overall VEGA trades in STAR Advisor Select accounts and not STAR Spectrum managed accounts or accounts where the trades were part of a model portfolio transaction/rebalance that was not at the direction of the Employee.

As new securities are added or deleted from the VEGA basket, the Restricted Securities List will be updated in MyCompliance Office.

6.11

Additional Code of Ethics Considerations for the STAR Global Buy Write ETF (NYSE: VEGA)

The board of directors of the STAR Global Buy Write ETF (VEGA) must approve C1W’s Code of Ethics and any material changes to the code, no later than six months after adoption of the material change. This approval will be based on a determination that the Code contains provisions reasonably necessary to prevent Access Persons from engaging in any prohibited conduct.

On an annual basis, C1W will provide the board of directors a written report that:

Describes any issues arising under the Code of Ethics or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

Certifies that C1W has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

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Code of Ethics – October 2022

INSIDER TRADING

7.1

Introduction

Insider trading is prohibited primarily by Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, Section 204A of the Advisers Act requires investment advisers to adopt, maintain, and enforce written policies and procedures reasonably designed to prevent the misuse of Material Non-Public Information (“MNPI”) by C1W or any of its Employees or affiliates.

The term “insider trading” generally means one or more of the following activities:

●

Trading while in possession of MNPI, that has been obtained from an Insider (defined below) in breach of either a duty of trust or confidence;

●

Trading while in possession of MNPI received from a Temporary Insider (defined below), where the information (i) was disclosed in violation of the Temporary Insider’s duty to keep the information confidential or (ii) was misappropriated by the Temporary Insider;

●

Recommending the purchase or sale of securities while in possession of MNPI; or

●

Communicating MNPI to others.

7.2

Penalties for Insider Trading

Trading securities while in possession of MNPI or improperly communicating that information to others may expose an Employee to stringent penalties including fines and jail terms. The SEC can also recover profits gained or losses avoided through insider trading, impose a penalty of up to three times the illicit profits, and issue an order permanently barring the Employee from the securities business. An Employee can also be sued by investors seeking to recover damages for insider trading. In addition, any violation of the Code’s Insider Trading Policy can be expected to result in serious sanctions by C1W, including termination of employment.

7.3

Definitions

7.3.1

Material Information

Information is material if there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision. This may include earnings information, merger and acquisition information, significant changes in assets, and significant new products or discoveries.

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Code of Ethics – October 2022

7.3.2

Nonpublic Information

Information is considered nonpublic if it has not been broadly disseminated to investors in the marketplace. Direct evidence of dissemination is the best indication that information is public. For example, if the information has been made available to the public through publications of general circulation (e.g., The Wall Street Journal) or in a public disclosure document filed with the SEC (e.g., a Form 8K).

Before it can be considered public, a sufficient period of time must elapse for the information to permeate the public channels. There is no set time period between the information’s release and the time it is considered to be fully disseminated into the marketplace. The speed of dissemination depends on the method in which the information was communicated.

7.3.3

Insider and Temporary Insider

The term “Insider” is construed by the courts to refer to an individual or entity that, by virtue of a fiduciary relationship with an issuer of securities, has knowledge of, or access to, MNPI. This may include an officer, director or employee of a company, as well as any controlling shareholder. 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 such information. Temporary insiders may include, among others, C1W’s attorneys, accountants, consultants, and the employees of these organizations.

7.3.4

Tipper / Tippee Liability

An Employee who does not trade securities but learns of MNPI from a corporate insider (or someone who has breached a duty of trust or confidence to the source of the information), and then shares the information with someone else (the “Tipper”) who trades in securities, can be liable for the trading done by the person to whom the Employee passed the information (the “Tippee”). Thus, the Tipper is subject to liability for insider trading if the Tippee trades, even if the Tipper does not. Therefore, it is important never to pass on MNPI to anyone who may trade while aware of that information or who may pass it on to others that may trade. The Tippee may be subject to liability for insider trading if the Tippee knows, or should have known, that the Tipper breached a duty of trust or confidence.

7.4

Breach of Duty

Insider trading liability is premised on a breach of fiduciary duty, or similar relationship of trust or confidence. In addition to an insider, the prohibition against insider trading can apply to a person even if that person has no employment with, or connection to, the issuer of the securities that are traded.

7.5

C1W’s Insider Trading Policy

C1W’s “Insider Trading Policy” applies to every Employee and extends to activities outside the scope of his or her duties at the Firm. C1W forbids any Employee from engaging in any activities that would be considered illegal insider trading. Any questions regarding this Insider Trading Policy should be referred to the CCO.

C1W has developed policies and procedures specific to the VEGA Access Persons to prevent insider trading with respect to VEGA. Please refer to Section 6.9, 6.10, and 6.11.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

7.6

Insider Trading Policy Restrictions

The following Insider Trading Policy restrictions are established for every Employee that may have, or was in possession of, MNPI. Such an Employee may not:

●

Buy or sell any security (or related security) for his or her own or any related account or any account in which an Employee may have any direct or indirect interest or any C1W Client, or otherwise act upon any MNPI in the Employee’s possession obtained from any source.

●

Buy or sell any security or related security for any account or otherwise act upon any mater MNPI that an Employee may have or obtain from any source.

●

Recommend the purchase or sale of any security to any person based upon MNPI.

7.7

Ethics Wall

An “Ethics Wall” is a screening mechanism of non-communication that would be established between distinct departments within C1W to help prevent conflicts of interest that might result in the inappropriate release of sensitive information. While C1W does not have a formal ethics wall, all IARs and employees are expected to adhere to the policies and procedures related to the prevention of insider trading.

7.8

Procedures Designed to Detect and Prevent Insider Trading

Before trading on their own behalf or for others, each Employee should ask himself or herself the following questions regarding information in his or her possession:

●

“Is the information material? Is the information nonpublic?” If, after consideration of the above, an Employee believes that the information is material and nonpublic, or if an Employee has questions as to whether the information is material or nonpublic, he or she should take the following steps:

■

Report the information and proposed trade immediately to the CCO;

■

Do not purchase or sell the securities either on behalf of himself or herself or on behalf of others; and

■

Do not communicate the information inside or outside of C1W, other than to the CCO.

CreativeOne Wealth, LLC

Code of Ethics – October 2022

●

After the CCO has reviewed the issue, the Employee will be instructed either to continue the prohibitions against trading and communication because the CCO has determined that the information is MNPI, or he or she will be allowed to trade the security and communicate the information.

●

As discussed in Sections 6.3 and 6.10 above, C1W will monitor Employees’ and IARs’ trades in personal accounts via the MyCompliance Office system. When reviewing, special attention will be paid to those individuals who have access to VEGA trading information as compared to trading the underlying VEGA securities in their personal accounts.

Additionally, Employees are required to disclose the existence and location of all covered accounts and to submit copies of all such brokerage statements through MyCompliance Office. Electronic feeds of brokerage activity fed into the MyCompliance Office platform will be accepted in lieu of a statement. All submitted statements and feeds will be reviewed by the CCO or his or her designee on a quarterly basis. In addition, accounts that have an established electronic feed through MyCompliance Office are monitored on an ongoing basis by the CCO or his or her designee. The ongoing monitoring process includes reviewing trades from Employees that are: Short Sales, in High Risk Sectors or Industries, in High Risk Exchanges, IPOs, Front Running, Insider Trading and other trades as deemed necessary to review by the CCO.

7.9

Compliance Responsibilities

The CCO will review C1W’s Insider Trading Policy annually to ensure that all Employees are properly trained and aware of the required reporting procedures. Upon learning of a potential violation of the Insider Trading Policy, the CCO will promptly prepare a confidential written report to be discussed with the Firm’s senior management. The report will describe who violated the policy, how it is believed to have been violated, and provide recommendations for further action.