CODE OF ETHICS WITH INSIDER TRADING POLICY

Wealth Builder Funds LLC (the “Firm” or “Advisor”)

AMENDED AND RESTATED DECEMBER 1,2023

1.1 OVERVIEW

This Code of Ethics (the “Code”) has been adopted by the Firm, as the investment advisor to, the

Fund(s), in compliance with Rule 17j-1 under the Investment Company Act of 1940 (the “1940

Act”) and the Investment Advisers Act of 1940 (the “Advisers Act).

All Supervised Persons of the Firm must comply with all applicable federal securities laws.

The 1940 Act prohibits the Firm and its employees, in connection with the purchase and sale,

directly or indirectly, of a security held or to be acquired by the Fund(s) to a) employ any device,

scheme or artifice to defraud the Fund(s); b) make any untrue statement of a material fact to the

Fund(s) or omit to state a material fact necessary in order to make the statements made to the

Fund(s), in light of the circumstances under which they are made, not misleading; c) engage in

any act, practice or course of business that operates or would operate as a fraud or deceit on the

Fund(s); or d) engage in any manipulative practice with respect to the Fund(s).

The Code is based on the principle that every officer, interested director, partner, employee, or

any Supervised Person of the Firm, including all Access Persons, is to always place the interests

of all Clients of the Firm before his or her own personal interests. Each officer, interested

director, partner, employee, or any Supervised Person of the Firm, including certain outsourced

third-party service providers covered by this Code, are to avoid any actual or potential conflicts

of interest with the Firm and the Firm’s Clients and must comply with the applicable provisions

of the Code in all personal securities transactions.

Questions concerning this Code should be directed to the Chief Compliance Officer of the Firm.

1.2 DEFINITIONS

1)“Access Person” means:

a)Any of the Firm’s Supervised Persons:

i)Who has access to nonpublic information regarding any clients' purchase or sale of

any Reportable Security as defined herein, or nonpublic information regarding the

portfolio holdings of any Reportable Fund, also defined herein, or

ii)Who is involved in making securities recommendations to clients, or who has

access to such recommendations that are nonpublic.

b)If providing investment advice is your primary business, all your directors, officers

and partners are presumed to be Access Persons.

In addition to the above, the Firm considers all full-time employees of the Firm who have

any access to non-public information regarding the investment decisions,

Effective12/1/2023 1 | Page

DOCUMENT 101WBF

recommendations, or knowledge of portfolio holdings or potential portfolio holdings of any

Firm Client to be Access Persons.

Any other full-time, part-time, temporary, intern, contract person, or outsourced third-party

service providers who perform administrative or non-investment functions for the Firm and

who do not meet the definition of Access Person, as defined above, will not be deemed

Access Persons.

An Access Person may include any outsourced service provider who other than not being

employed by the Firm, meets the criteria of being an Access Person.

It is the Firm’s policy that all Supervised Persons, which includes all Access Persons, will

be subject to the applicable provisions of the Code and their compliance with the Code is

the responsibility of the Firm.

2)“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 as well as a 401k plan in which automatic payroll deductions are made

on a regular schedule.

3)“Beneficial Ownership” will be interpreted in the same manner as it would be in

determining whether a person has beneficial ownership of a security as outlined in Section

16a-1(a)(2) of the 1934 Act. The determination of direct or indirect beneficial ownership

shall apply to all securities which a Supervised Person has or acquires. For purposes of this

policy, “Beneficial Ownership” includes securities held by:

Your spouse, minor children or relatives who share the same house with you;

An estate for your benefit;

A trust, of which (a) you are a trustee or you or members of your immediate family

have a vested interest in the income or corpus of the trust, or (b) you own a vested

beneficial interest, or (c) you are the grantor and you have the power to revoke the

trust without the consent of all beneficiaries;

A partnership in which you are a partner;

A corporation (other than with respect to treasury shares of the corporation) of

which you are an officer, director, or 10% shareholder;

Any other person if, by reason of contract, understanding, relationship, agreement,

or other arrangement, you obtain benefits substantially equivalent to those of

ownership; and

Your spouse or minor children or any other person, if, even though you do not

obtain from them benefits of ownership, you can vest or re-vest title in yourself at

once or at some future time.

A beneficial owner of a security also includes any person who, directly or indirectly,

through any contract, arrangement, understanding, relationship or otherwise, has or shares

Effective12/1/2023 2 | Page

DOCUMENT 101WBF

voting power and/or investment power with respect to such security. Voting power

includes the power to vote, or to direct the voting of such security, and investment power

includes the power to dispose, or direct the disposition of such security. A person is the

beneficial owner of a security if he or she has the right to acquire beneficial ownership of

such security at any time within sixty days.

4)“Brokerage Account(s)” meansany account with a broker, dealer, or bank that may hold

securities.

5)“CCO” means the Firm's Chief Compliance Officer. The CCO is an Access Person and

Supervised Person of the Firm.

6)“Client” meansany person or entity for which the Firm acts as an investment adviser or

subadviser.

7)“Compliance” refers to any member of the Compliance team who has been delegated

responsibility by the CCO or Executive Officer of the Firm to perform general or specific

compliance functions. Compliance includes the CCO and may also include an outsourced

service provider who has entered into a contractual agreement with the Firm to provide

compliance related services, including the services of CCO.

8)“Control” has the same meaning as set forth in Section 2(a)(9) of the Investment Company

Act of 1940 (the “1940 Act”). In summary, control means the power to exercise a

controlling influence over the management or policies of a company, unless such power is

solely the result of an official position with such company.

9)“ETFs” are Exchange Traded Funds organized as open-end and closed-end investment

companies and those issued by Unit Investment Trusts.

10)“Excluded Securities” include the following securities:

Direct obligations of the United States government;

Bankers’ acceptances, bank certificates of deposit, commercial paper and other

high quality short-term debt instruments, including repurchase agreements;

Shares issued by any money market fund; and

Shares issued by any open-end fund other than the following, which are not

Excluded Securities: (i) any investment company registered under the 1940 Act

whose investment advisor or principal underwriter is the Firm, Controls the Firm,

is Controlled by the Firm, or is under common Control with the Firm.

11)“Fund” meansan investment company (mutual fund or ETF) registered under the 1940

Act.

12)“Immediate Family Members” includes the following:

child  grandparent  son-in-law step-child  spouse  daughter-

in-law grandchild  sibling  brother-in-law parent  mother-

in-law  sister-in-law

Effective12/1/2023 3 | Page

DOCUMENT 101WBF

step-parent father-in-law

Immediate Family includes adoptive relationships and any other relationship (whether

recognized by law or not) which could lead to possible conflicts of interest, diversions of

corporate opportunity, or appearances of impropriety, which this Code is intended to

prevent.

13)“Initial Public Offering” means an offering of securities registered under the Securities

Act of 1933, the issuer of which, immediately before the registration, was not subject to the

reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

14)“Limited Offering”, also known as a “Private Placement Offering” meansan offering

that is exempt from registration under the Securities Act of 1933.

15)“Material Non-Public Information” refers to certain information about a company that

has not been disseminated to the public which could affect its market value and investment

decisions.

Material non-public information could be manipulated to gain an unfair advantage in the

marketplace. This is known as insider trading or insider dealing.

16)“Pre-Approval” is the process required to receive approval prior to entering into any

personal securities transaction involving the Purchase or Sale of any security or offering

that requires Pre-Approval as outlined in Section 1.4 of this Code. Pre-Approval is also

utilized in certain instances of Gifts and Entertainment and Charitable Contributions.

17)“Purchase or Sale of a Security” includes, among other things, the writing of an option to

purchase or sell a security. A security is “being considered for purchase or sale” when a

recommendation to purchase or sell a security has been made and communicated, and with

respect to the person making the recommendation, when such person seriously considers

making such a recommendation. Serious consideration includes the act of writing a trade

ticket and entering an order with a broker.

18)“Reportable Fund” means:

a)Any Fund(s) for which the Firm serves as an investment adviser as defined in section

2(a)(20) of the Investment Company Act of 1940; or

Any Fund(s) whose investment adviser or principal underwriter controls the Firm, is

controlled by the Firm, or is under common control with the Firm. For purposes of this

section, “control” has the same meaning as it does in section 2(a)(9) of the Investment

Company Act of 1940; or

For the purposes of our Code, Access Persons must submit any proposed

personal securities transaction in all Reportable Funds to Compliance and must

receive PreApproval prior to initiating such personal trades in a Reportable

Fund. See Section 1.4 below for more details.

19)“Reportable Security” has the same meaning as set forth in Section 202(a)(18) of the

Investment Advisers Act of 1940 and includes:

Effective12/1/2023 4 | Page

DOCUMENT 101WBF

any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of

interest or participation in any profit-sharing agreement, collateral-trust certificate,

preorganization certificate or subscription, transferable share, investment contract, voting-

trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas,

or other mineral rights, any put, call, straddle, option, or privilege on any security

(including a certificate of deposit) or on any group or index of securities (including any

interest therein or based on the value thereof), or any put, call, straddle, option, or privilege

entered into on a national securities exchange relating to foreign currency, or, in general,

any interest or instrument commonly known as a "security," or any certificate of interest or

participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or

right to subscribe to or purchase any of the foregoing.

For the purposes of this Code all ETFs are considered to be a Reportable Security, but do

not require Pre-Approval unless the ETF is a Reportable Fund.

A Reportable Security, other than as outlined in this Code, does not require

PreApproval, but must be included in any required reporting.

20)“Supervised Person” has the same meaning as set forth in Section 202(a)(25) of the

Investment Advisers Act of 1940.  In summary, a Supervised Person is any officer,

director, partner, and employee of an Adviser, and any other person who provides advice

on behalf of an Adviser and is subject to the Adviser’s supervision and control.

1.3 STANDARDS OF CONDUCT

The Firm believes all its Supervised Persons, as fiduciaries, have a duty of utmost good faith to

act solely in the best interests of the Firm's Clients. The Firm’s fiduciary duty compels all its

Supervised Persons to act with the utmost integrity in all dealings. This fiduciary duty is the core

principle underlying this Code and represents the Firm’s core expectations related to any

activities of its Supervised Persons.

PERSONAL CONDUCT

1)Giving or Receiving of Gifts or Entertainment

No Supervised Person may give or receive any single gift or entertainment with a value of

more than $500 to/from any person that does business with or on behalf of the Firm without

specific approval in advance by Compliance.

All gifts and entertainment requests, regardless of value, must be submitted to Compliance

in writing for review and must detail the provider/recipient of the gift or entertainment and

the nature and value of the gift or entertainment.

If the value is under $500, submission alone is sufficient, Pre-Approval is not required,

and the documentation may be submitted after such activity has occurred.

If any single instance of providing or receiving a gift or entertainment exceeds the $500

threshold, Pre-Approval is required and the request must be submitted in writing detailing

the provider/recipient of the gift or entertainment and the nature and value of the gift or

entertainment, in advance of such activity. If advance notice is not possible, notification in

Effective12/1/2023 5 | Page

DOCUMENT 101WBF

writing should be given as soon as practical after the activity’s occurrence. The request will

include an attestation that indicates that the provider/recipient is not obligated, nor have they

committed the Firm to any activity which would cause the individual or Firm to be out of

compliance with the Code.

2)Charitable Contributions

All charitable contributions exceeding $500 made by the Firm to any charitable

organization, including those requested by a Client of the Firm, will require a request from

the individual to Compliance in writing. The contribution must be Pre-Approved in advance

of such contribution, or if advance notice is not possible, as soon as practical after such

contribution is made. No charitable contribution can be made payable directly to an

individual Client of the Firm, but rather must be made payable to the entity or organization

for whom the contribution is intended.

If the value of the contribution is under $500, submission alone is sufficient,

PreApproval is not required, and the documentation may be submitted after such

activity has occurred.

3)Service as Director for an Outside Company

Supervised Persons may not serve on the Board of Directors of a publicly traded company

without submitting the directorship or affiliation to Compliance and receiving prior written

approval from Compliance. Such approval shall be based upon a documented finding by

Compliance that such service shall not be likely to result in a conflict of interest with the

Firm and the Supervised Person. Furthermore, where any conflicts of interest are identified,

Compliance will work with the Supervised Person to manage such conflicts, if possible.

4)Outside Business Activities

Supervised Persons employed by the Firm may not engage in any outside business activities

without submitting the outside business activity to Compliance and receiving prior written

approval from Compliance. If the outside business activity gives rise to conflicts of interest,

Compliance will work with the Supervised Persons to manage such conflicts, if possible.

Supervised Persons may not engage in outside business activities that will jeopardize the

integrity or reputation of the Firm. Similarly, no such outside business activities may be

inconsistent with the interest of the Firm and its Clients.

5)Protection of Material Non-Public Information

All Supervised Persons must review and comply with the Firm’s Insider Trading Policies

and Procedures in the attached Appendix to this Code.

1.4 PERSONAL SECURITIES TRADING POLICY

This Section 1.4 applies only to Access Persons.

A.General Pre-Clearance of Personal Securities Transactions

The Firm conducts transactions in Reportable Securities, which may include but is not

limited to, stocks, options, mutual funds, and ETFs. As the Firm’s asset levels are such that

Effective12/1/2023 6 | Page

DOCUMENT 101WBF

even if the entire portfolio value of our Reportable Fund(s) were traded at one time, we

would have very minimal impact on the market prices of the securities in the fund. As such,

we believe it makes the most sense not to restrict trading or require Pre-Approval in any

Reportable Securities other than Initial Public Offerings (“IPOs”), Limited Offerings

(including private placements), and our Reportable Fund(s). As such, no Access Person is

required to obtain Pre-Approval of personal securities transactions, except as noted within

this Section 1.4. This Pre-Approval requirement for Access Persons extends to any accounts

for which the Access Person has Beneficial Ownership as described in this Code and to

trusts over which the Access Person has discretionary authority.

Notification of a prospective transaction in which Pre-Approval is required and any

subsequent approval of such a prospective transaction in which Pre-Approval is required by

Compliance can be given or received in electronic format. However, no transaction can be

initiated until such written or electronic approval is received in advance of such transaction

by the individual contemplating the transaction. Compliance will review, and upon

determination, submit any notification of approval of any transaction needing to be

approved to the individual requesting such approval.

Once written approval is received for any personal securities transaction, the individual

receiving such approval shall have two full trading days following the date of approval to

execute the transaction (i.e., a trade request approved on Monday must be executed by the

end of the day Wednesday), after which time a new written approval must be obtained if the

initial trade was not executed within the allotted timeframe.

It is the responsibility of the individual receiving Pre-Approval to execute the trade within

the timeframe allowed. Should any trade that receives Pre-Approval be completed after the

allotted timeframe, a reversal of the trade and disgorgement of any profits may be required

at the sole discretion of Compliance given the facts of such trade activity.

B.Initial Public Offerings and Limited Offerings

All Access Persons must obtain written Pre-Approval from Compliance before directly or

indirectly acquiring Beneficial Ownership in any security in an IPO or in a Limited

Offering, including Private Placement Offerings. Such Pre-Approval shall be based upon a

finding by Compliance in advance of such purchase that the transaction shall not be likely to

result in a conflict of interest for the Firm and the Access Person.

C.Exempted Transactions

The prohibitions, Pre-Approval, and other requirements of this policy do not apply to the

following transactions:

1)Purchases or sales of Excluded Securities as defined in this policy;

2)Purchases or sales of securities effected in any account over which the Access Person

has no direct or indirect influence or control, i.e.) a blind trust;

3)Purchases or sales of securities that are non-volitional on the part of the Access Person,

such as dividend re-investments;

4)Purchases of securities that are part of an automatic investment plan; and

Effective12/1/2023 7 | Page

DOCUMENT 101WBF

5)Purchases of securities effected upon the exercise of rights issued by an issuer pro rata

to all holders of a class of its securities, to the extent such rights were acquired from

such issuer, or sales of such rights.

1.5 REPORTING REQUIREMENTS

This section 1.5 applies only to access persons.

A.Reporting Requirements by Access Persons

1)Initial & Annual Holdings Reports

Upon employment, anyone designated as an Access Person shall be required to provide

an initial report of all personal holdings in any Reportable Security or Reportable Fund

to Compliance no later than 10 calendar days after employment or after being

designated as an Access Person. Such report can be in the form of a current holdings

report or brokerage statement provided to the Firm.

All Access Persons are further required to provide a certification to Compliance on an

annual basis no later than 45 calendar days after each calendar year end attesting that

they have caused to be submitted duplicate statements for any active Brokerage

Account. The information provided and certification will cover all personal holdings in

a Reportable Fund, as well as any transactions in Reportable Securities. Copies of

brokerage statements delivered via hard copy, or submitted electronically to

Compliance, and which contains the same information noted below will be viewed as

an acceptable form of reporting, provided they are received within thirty days of the end

of any reporting period, or in accordance with the brokerage firm’s delivery schedule.

In addition, when submitting a report, each Access Person shall certify that the

information contained in each such report is accurate, complete and that the Access

Person has reported all required information. The report described in this Section must

contain substantially the following information:

a)Security Name

b)Ticker Symbol or CUSIP number

c)Number of Shares or Par

d)Principal Amount

e)Broker, Dealer or Bank Name

f)Date of the Report

Additionally, on at least a quarterly basis, Access Persons shall also identify all

brokerage accounts that were opened or closed during the quarter in which the Access

Person or immediate family member holds, can hold, or which held a Reportable

Security or Reportable Fund.

2)Quarterly Transaction Reports

Effective12/1/2023 8 | Page

DOCUMENT 101WBF

No later than 30 calendar days following the end of each calendar quarter, all Access

Persons, shall submit to Compliance, a certification listing all personal transactions

(“Reportable Security Transaction Report”) in any Reportable Security or Reportable

Fund (other than holdings of Excluded Securities) pursuant to which the Access Person

obtained a direct or indirect Beneficial Ownership. The Reportable Security Transaction

Report must contain substantially the same information required as outlined below:

a)The date of the transaction, the exchange ticker symbol or CUSIP number, name

and type of security, number of shares or units, price per share or unit, and total

amount of each reportable security involved;

b)The nature of the transaction (e.g., buy, sell, sell short, etc.); and

c)The name of the broker, dealer, or bank with or through which the transaction was

effected along with the account number.

The Reportable Security Transaction Report to be filled out by each individual Access

Person will be provided in the Quarterly Report and will also contain an attestation from

the Access Person certifying the accuracy and completeness of the Reportable Security

Transaction Report within the Quarterly Report as well as any other information

Compliance may deem appropriate. If an Access Person effected no transactions during

the applicable quarter, he/she shall still submit a signed and dated Quarterly Report

indicating as such.

Brokerage statements which contain the same information noted above will be viewed

as an acceptable form of reporting, provided they are received within thirty (30) days of

the end of any reporting period, or in accordance with the brokerage firm’s delivery

schedule. Brokerage statements can be delivered via hard copy or submitted

electronically to Compliance.

As part of the Quarterly Report, each Access Persons will also report any new or closed

brokerage accounts established during the quarter covered by the Quarterly Report in

which any Reportable Security and Reportable Fund was held in which the Access

Person has direct or indirect Beneficial Ownership. A Brokerage Account as described

above in Section 1.2 – Definitions, means any account with a broker, dealer, or bank

that may hold securities.

The information to be provided with respect to the newly established Brokerage

Account should include a) the name of the broker, dealer, or bank with whom the

Access Person established the account; b) exact account title (e.g., John Smith and Jane

Smith JT TEN WROS); c) the names on the account; d) the account number; e) date the

account was opened (if known); and f) whether the account is a managed account.

The transactions listed under Section 1.4, Subsection C – Exempted Transactions, are

not required to be reported.

Effective12/1/2023 9 | Page

DOCUMENT 101WBF

B.Disclaimer of Ownership

A report may contain a statement that it shall not be construed as an admission by the person

making the report that he has any direct or indirect beneficial ownership in the reported

security.

C.Submission of Duplicate Periodic Statements

Each Access Person must arrange for duplicate copies of statements of all brokerage accounts

for which they have direct or indirect Beneficial Ownership, including duplicate statements

for accounts of Immediate Family Members living in the household for which they have

direct or indirect Beneficial Ownership be delivered via hardcopy or submitted

electronically to Compliance.

If the CCO maintains any Brokerage Account which can hold, or currently holds a

Reportable Security or a Reportable Fund, duplicate copies of those statements must be

provided to Compliance.

1.6 RECORD KEEPING REQUIREMENTS

The Firm’s CCO will keep the applicable records regarding this Code for the specified number of

years as required in the Advisers Act and also in accordance with Rule 17j-1(f) of the 1940 Act

and its associated requirements.

1.7 CERTIFICATIONS

The Code will be provided to all Supervised Persons upon engagement with the Firm. Each

Supervised Person will provide written certification initially upon receiving the Code, and then

again at any point in the future if the Code is updated and contains any material changes.

1.8 REPORTING OF VIOLATIONS

The Firm takes the potential for conflicts of interest caused by personal investing very seriously.

Accordingly, Supervised Persons that become aware of a violation of the Code are required to

promptly report such violation to the CCO, or in the event the violation involves the CCO, to the

President or other officer of the Firm. Any person who seeks to retaliate against a Supervised

Person who reports a Code violation shall be subject to sanctions.

1.9 SANCTIONS

The Firm’s management may impose sanctions it deems appropriate upon any Supervised Person

who violates the Code. In addition, the Firm’s management may impose sanctions it deems

appropriate upon any Supervised Person who has engaged in a course of conduct that, although

in technical compliance with the Code, is part of a plan or scheme to evade the provisions of the

Code. Sanctions may include a letter of censure, suspension of employment, termination of

employment, fines, and disgorgement of profits from prohibited or restricted transactions.

Effective12/1/2023 10 | Page

DOCUMENT 101WBF

2.0REVIEW AND SUPERVISORY REPORTING

A.Review Procedures

1)Compliance shall review reports, including any initial holdings reports, annual holdings

reports, personal securities transaction reports, quarterly transaction reports, and

brokerage statements, provided in any format, to attempt to detect possible violations of

the Code.

2)Senior management, or the CCO of the Firm, shall review this Code annually.

B.Reporting Procedures

1)Compliance shall promptly report to the CCO, or to the Firm’s senior management if

any issue involves the CCO: (a) any transaction that appears to be in violation of the

prohibitions contained in this Code; (b) any apparent violations of the reporting

requirements contained in this Code; and (c) any procedures or sanctions imposed in

response to a violation of this Code, including but not limited to a letter of censure,

suspension or termination of the employment of the violator as imposed by the

President of the Firm, or the unwinding of the transaction and disgorgement of the

profits.

2)In addition, the CCO will include this information in the CCO’s Annual Report to be

completed in accordance with Rule 206(4)-7.

3)The CCO will also include the following information, as is deemed appropriate and

applicable, in the CCO’s Annual Report in accordance with Rule 206(4)-7:

a)a copy of the current Code;

b)a summary of any changes in the Code's policies or procedures during the past

year;

c)a description of any issues arising under the Code or its procedures since the

last report, including but not limited to, information about material violations

of the Code and sanctions imposed in response to material violations;

d)an evaluation of the current Code and a report on any recommended changes to

the Code based upon the CCO's experience, evolving industry practices, or

developments in applicable laws or regulations; and

e)a certification that the Firm has adopted procedures reasonably necessary to

prevent Supervised Persons, including all Access Persons, from violating the

Code.

APPENDIX

INSIDER TRADING POLICIES AND PROCEDURES

The Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA") requires that all

investment advisers and broker-dealers establish, maintain, and enforce written policies and procedures

Effective12/1/2023 11 | Page

DOCUMENT 101WBF

designed to detect and prevent the misuse of material non-public information by such investment adviser

and/or broker-dealer, or any person associated with the investment adviser and/or broker-dealer.

Section 204A of the Advisers Act states that an investment adviser must adopt and disseminate written

policies with respect to ITSFEA, and an investment adviser must also vigilantly review, update, and

enforce them.  Section 204A provides that every adviser subject to Section 204 of the Advisers Act shall

be required to establish procedures to prevent insider trading.

The Firm has adopted the following policy, procedures, and supervisory procedures in addition to the

Code of Ethics.

SECTION I–POLICY

The purpose of this Section 1 is to familiarize the officers, directors, and employees of the Firm with

issues concerning insider trading and to assist them in putting into context the policy and procedures on

insider trading.

POLICY STATEMENT:

No person to whom this Statement on Insider Trading applies, including officers, directors, and

employees, may trade, either personally or on behalf of others (such as private accounts managed by the

Firm) while in possession of material, non-public information; nor may any officer, director, or

employee of the Firm communicate material, non-public information to others in violation of the law.

This conduct is frequently referred to as "insider trading." This policy applies to every officer, director,

and employee of the Firm and extends to activities within and outside their duties with the Firm. It

covers not only personal transactions of Firm Personnel, but indirect trading by family, friends and

others, or the nonpublic distribution of inside information from you to others. Every officer, director,

and employee must read and retain this policy statement. Any questions regarding the policy and

procedures should be referred to Compliance.

The term "insider trading" is not defined in the Federal securities laws, but generally is used to refer to

the use of material non-public information to trade in securities (whether or not one is an "insider") or

the communications of material nonpublic information to others who may then seek to benefit from such

information.

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

a)Trading by an insider, while in possession of material non-public information; or

b)Trading by a non-insider, while in possession of material non-public information, where the

information either was disclosed to the non-insider in violation of an insider's duty to keep it

confidential or was misappropriated; or

c)Communicating material non-public information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below.

1)Who is an Insider? The concept of "insider" is broad.  It includes officers, directors, and

employees of a company. In addition, a person can be a "temporary insider" if he or she enters

into a special confidential relationship in the conduct of a company's affairs and as a result is

Effective12/1/2023 12 | Page

DOCUMENT 101WBF

given access to information solely for the company's purposes. A temporary insider can include,

among others, a company's attorneys, accountants, consultants, bank lending officers, and the

employees of such organizations. In addition, an investment adviser may become a temporary

insider of a company it advises or for which it performs other services.  According to the

Supreme Court, the company must expect the outsider to keep the disclosed non-public

information confidential and the relationship must at least imply such a duty before the outsider

will be considered an insider.

2)What is Material Information? Trading on inside information can be the basis for liability when

the information is material. In general, information is "material" when there is a substantial

likelihood that a reasonable investor would consider it important in making his or her

investment decisions, or information that is reasonably certain to have a substantial effect on the

price of a company's securities. Information that officers, directors, and employees should

consider material includes, but is not limited to dividend changes, earnings estimates, changes in

previously released earnings estimates, significant merger or acquisition proposals or

agreements, major litigation, liquidation problems, a significant cybersecurity incident

experienced by the company that has not yet been made public, and extraordinary management

developments.

3)What is Non-Public Information? Information is non-public until it has been effectively

communicated to the marketplace. One must be able to point to some fact to show that the

information is generally public.  For example, information found in a report filed with the SEC,

or appearing in Dow Jones, Reuters Economic Services, the Wall Street Journal, or other

publications of general circulation would be considered public. (Depending on the nature of the

information, and the type and timing of the filing or other public release, it may be appropriate

to allow for adequate time for the information to be "effectively" disseminated.)

4)Reason for Liability. (a) Fiduciary duty theory - in 1980, the Supreme Court found that there is

no general duty to disclose before trading on material non-public information, but that such a

duty arises only where there is a direct or indirect fiduciary relationship with the issuer or its

agents. That is, there must be a relationship between the parties to the transaction such that one

party has a right to expect that the other party will disclose any material non-public information

or refrain from trading; (b) Misappropriation theory - another basis for insider trading liability is

the, 'misappropriation" theory, where liability is established when trading occurs on material

nonpublic information that was stolen or misappropriated from any other person.

5)Penalties for Insider Trading. Penalties for trading on or communicating material non-public

information are severe, both for individuals and their employers. A person can be subject to

some or all of the penalties below even if he or she does not personally benefit from the

violation. Penalties include:

a)civil injunctions

b)treble damages

c)disgorgement of profits

d)jail sentences

Effective12/1/2023 13 | Page

DOCUMENT 101WBF

e)fines for the person who committed the violation of up to three times the profit gained,

or loss avoided, whether or not the person actually benefited, and

f)fines for the employer or other controlling person of up to the greater of $1 million or

three times the amount of the profit gained, or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions

by the Firm, including dismissal of the persons involved.

SECTION II-PROCEDURES

The following procedures have been established to aid the officers, directors, and employees of the Firm

in avoiding insider trading, and to aid in preventing, detecting, and imposing sanctions against insider

trading.  Every officer, director, and employee of the Firm must follow these procedures or risk serious

sanctions, including dismissal, substantial personal liability, and/or criminal penalties.  If you have any

questions about these procedures, you should consult with Compliance.

1)Identifying Inside Information. Before trading for yourself or others, including private accounts

managed by the Firm, in the securities of a company about which you may have potential inside

information, ask yourself the following questions:

i)Is the information material? Is this information that an investor would consider important in

making his or her investment decisions? Is this information that would substantially affect

the market price of the securities if generally disclosed?

ii)Is the information non-public? To whom has this information been provided? Has the

information been effectively communicated to the marketplace by being published in

Reuters, The Wall Street Journal, or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and non-public,

or if you have questions as to whether the information is material and non-public, you should

take the following steps:

i)Report the matter immediately to Compliance.

ii)Do not purchase or sell the security on behalf of yourself or others, including investment

companies or private accounts managed by a Provider.

iii)Do not communicate the information to anybody, other than to Compliance.

iv)After Compliance has reviewed the issue, you will be instructed to either continue the

prohibitions against trading and communication, or you will be allowed to communicate the

information and then trade.

2)Restricting Access to Material Non-public Information. Any information in your possession that

you identify as material and non-public may not be communicated other than in the course of

performing your duties to anyone, including persons within your company, except as provided

in paragraph I above. In addition, care should be taken so that such information is secure. For

example, files containing material non-public information should be sealed; access to computer

files containing material non-public information should be restricted.

Effective12/1/2023 14 | Page

DOCUMENT 101WBF

3)Resolving Issues Concerning Insider Trading. If, after consideration of the items set forth in

paragraph 1, doubt remains as to whether information is material or non-public, or if there is any

unresolved question as to the applicability or interpretation of the foregoing procedures, or as to

the propriety of any action, it must be discussed with Compliance before trading or

communicating the information to anyone.

SECTION III–SUPERVISION

The role of the Chief Compliance Officer is critical to the implementation and maintenance of this

Statement on Insider Trading. These supervisory procedures can be divided into two classifications, (1)

the prevention of insider trading, and (2) the detection of insider trading.

1)Prevention of Insider Trading

To prevent insider trading the compliance official should:

a)Answer promptly any questions regarding the Statement on Insider Trading;

b)Resolve issues of whether information received by an officer, director, or employee is

material and non-public;

c)Update as necessary this Statement on Insider Trading;

d)Ensure that all personnel are made aware of, review, and attest to any material changes to

this document; and

e)If it has been determined that an officer, director, or employee has come into possession of

any material non-public information,

i)Implement measures to prevent dissemination of such information, and

ii)If necessary, restrict officers, directors, and employees from trading the affected

securities.

2)Detection of Insider Trading

To detect insider trading, Compliance should:

a)Cause to be reviewed in any manner deemed appropriate, including through the use of

Orion Compliance, trading activity of Access Persons;

b)Coordinate, if necessary, the review of applicable reports or trading activity with other

members of Compliance, appropriate officers, directors, or Access Persons of the Firm.

3)Special Reports to Management

Promptly, upon learning of a potential violation of the Statement on Insider Trading, the Chief

Compliance Officer must prepare a written report to management of the Firm providing full

details and recommendations for further action.

4)Annual Reports

Effective12/1/2023 15 | Page

DOCUMENT 101WBF

On an annual basis, the Chief Compliance Officer will include the information below, as may be

applicable, in the Chief Compliance Officer’s Annual Report to be completed in accordance

with Rule 206(4)-7. The report to the management of the Firm will set forth the following:

a)Full details of any investigation, either internal or by a regulatory agency, of any suspected

insider trading and the results of such investigation; and

b)Any recommendations for improvement of this Statement on Insider Trading.

Effective12/1/2023 16 | Page

DOCUMENT 101WBF