Tidal ETF Trust POS EX
Exhibit 99(p)(xiv)
Armada
ETF Advisors LLC
Section
8: Code of Ethics
As
an investment adviser, Armada ETFs has implemented and adopted a Code of Ethics (the “Code”) that all Access
Persons, as defined in Section 8.03 Access Persons and Accounts, are
expected to uphold. The Firm has a fiduciary duty to place the interests of its clients before the interests of the Firm and its
employees. In addition, employees should understand that these general principles apply to all conduct, whether or not the conduct
is also covered by more specific standards or procedures set forth below. Failure to comply with the Code may result in disciplinary
action, including termination of employment. The Code incorporates the following general principles, which all employees are expected
to uphold:
| ● | We
must always place the interests of our clients before the interest of the Firm and its
employees or any other interests. |
| ● | All
personal securities transactions must be conducted in a manner consistent with the Code
and avoid any actual or potential conflicts of interest or any abuse of an employee’s
position of trust and responsibility. |
| ● | Employees
must not take any inappropriate advantage of their positions at the Firm. |
| ● | Information
concerning the identity of securities and financial circumstances of clients must be
kept confidential, but such confidentiality shall not prevent valid whistleblower claims. |
| ● | Independence
in the investment decision-making process must be maintained at all times. |
| ● | Employees
must comply with the letter and spirit of laws and regulations applicable to the Firm
and its clients. |
| ● | Violations
of law or regulation by employees that relate to matters of trust and confidence or securities
law or regulation in their conduct outside of their employment may affect their fitness
for duty as employees of a firm with fiduciary responsibility and high ethical standards. |
| 8.02 | Compliance
with Applicable Federal Securities Laws |
In
addition to the general principles of conduct stated in the Code and the specific trading restrictions and reporting requirements
described below, the Code requires all employees to comply with applicable federal securities laws. These laws include the Securities
Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley
Act of 1999, any rules adopted by the SEC under any of these statutes, the BSA as it applies to private investment funds and investment
advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.
| 8.03 | Access
Persons and Accounts |
The
Code applies to all of the Firm’s “Access Persons,” which for the purpose of the Code, includes all of
the Firm’s directors, officers, and partners (or other persons occupying similar status or performing similar functions);
and any employee or other person who provides advice on behalf of the Firm and is subject to the Firm’s supervision and
control.
At
the discretion of the CCO, certain other individuals, including contractors and interns may be subject to the Code for the duration
of their engagement with the Firm. Anyone who by virtue of their access to information may be considered an Access Person.
| 8.04 | Personal
Brokerage Accounts |
The
term “Personal Account” means any securities account in which an Access Person has any direct or indirect “beneficial
ownership,” including any Personal Account:
| ● | Of
an Access Person’s immediate family member (any relative by blood or marriage either
living in the Access Person’s household or financially dependent on the Access
Person); or |
| ● | In
which an Access Person, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares a direct or indirect opportunity to profit or
share in any profit derived. |
For
a full definition of beneficial ownership, refer to Rule 16a-1(a)(2) under the Exchange Act.
Employees
are required to disclose any new accounts opened that hold securities. The disclosure must include the brokerage name, date account
was established, and date disclosure was made. On not less than a quarterly basis Access Persons are required to disclose any
new brokerage accounts not previously disclosed.
The
term “Covered Securities” includes all “Reportable Securities,” as defined under the Advisers
Act, which includes:
| ● | Debt
and equity securities; |
| ● | Options
on securities, on indices, and on currencies; |
| ● | All
forms of limited partnership and limited liability company interests, including interests
in private investment funds, such as hedge funds, and interests in investment clubs; |
| ● | Foreign
unit trusts and foreign mutual funds; and |
| ● | Exchange
traded funds structured as closed-end funds. |
The
term “Covered Securities,” however, does not include the following (“Excepted Securities”):
| ● | Direct
obligations of the US government (e.g., treasury securities); |
| ● | Bankers’
acceptances, bank certificates of deposit, commercial paper, and high-quality short-term
debt obligations, including repurchase agreements; |
| ● | Shares
issued by money market funds; |
| ● | Shares
of open-end mutual funds that are not advised or sub-advised by the Firm or the
Firm’s affiliates; |
| ● | Crypto
currencies such as Bitcoin or Ethereum; and |
| ● | Shares
issued by unit investment trusts that are invested exclusively in one or more open-end
mutual funds, none of which are funds advised or sub-advised by the Firm or the Firm’s
affiliates. |
The
Firm does not consider crypto currencies as Covered Securities. The Firm takes the position that virtual currency tokens that
function like units of a fiat currency are not securities. Employees may freely trade these assets without prior pre-approval.
The
SEC has issued various releases indicating that virtual currency tokens offered or sold as part of an Initial Coin Offering (“ICO”)
may constitute securities, which may subject to the federal securities laws. Tokens offered in an ICO structure will not be considered
as Covered Securities by the Firm if they are registered with the SEC or offered pursuant to any “limited offering”
which is defined as an offering exempt from registration pursuant to the Section 4(2) private placement exemption or the Section
4(5) exemption for private offerings of limited size made solely to accredited investors.
Any
questions regarding the application of these terms should be referred to, and addressed by, the CCO.
| 8.06 | Restrictions
on Personal Trading and Trading in Covered Securities |
Generally,
personal securities transactions may only be affected in accordance with the provisions of this Code. It is the responsibility
of each Access Person to ensure that a particular securities transaction being considered for his or her Personal Account is not
subject to a restriction contained in this Code or otherwise prohibited by any applicable laws. When anything under this Code
prohibits the purchase or sale of a security, it also prohibits the short sale of such security as well as the purchase or sale
of any related securities such as puts, calls, other options or rights in such securities.
Trade
Pre-Approval
In
general, the Firm’s employees and Access Persons are prohibited from trading in any REITS and any Covered Securities that
are held by the Firm on behalf of clients without the pre-approval of the CCO. However, new employees will be given an appropriate
time period by the CCO in which to wind down positions obtained prior to their employment with the Firm. Access Persons may not
ask other persons, including family members, to perform this wind down based upon the nature of their relationship to Armada ETFs
and their access to information.
Transactions
in ETFs, mutual funds, unit investment trusts, or other basket type securities etc. generally do not require pre-approval but
should be broadly diversified to ensure any potential overlap in holdings with a client portfolio is minimal.
Pre-approval
must be requested via a completed Exhibit G: Pre-Clearance Trading Approval Form
or by other written form (e-mail). The CCO may deny any trade request in their
sole discretion and no reason need be given for such denial.
Unless
otherwise documented in writing, approvals may be relied upon until the date noted on the approval by the CCO. If no date is specified
on the CCO’s approval, the approval may be relied upon for 24 hours from the time upon which it was granted. Upon the expiration
of that time period, a new request for approval must be made and granted before the relevant transaction may be executed. If the
employee’s trade request is for a security that is on the Firm’s restricted list or on the restricted list of one
of the Firm’s managed account counterparties to which the Firm is subject, the trade request will be denied.
Holding
Period
All
positions held by employee for personal accounts are subject to a minimum holding period of 30 days from the most recent acquisition.
The Firm’s CCO may grant an exemption from this holding period requirement for exigent circumstances. However, employees
are discouraged from excessive trading.
Initial
Public Offerings and Limited Offerings
All
Access Persons must receive pre-approval from the CCO pursuant to a completed Exhibit
G: Pre-Clearance Trading Approval Form or by other written form (e-mail) prior to engaging in the following transactions
in their Personal Accounts:
| ● | Direct
or indirect purchase or sale of beneficial ownership in a security in an initial public
offering; and |
| ● | Direct
or indirect purchase or sale of beneficial ownership in a security in a limited offering,
which includes but is not limited to, privately held companies, real estate funds, hedge
funds, private equity funds, and other private funds. |
Restricted
Trading List
No
Access Person may engage in any transaction in any security on the Firm’s Restricted Trading List (“RTL”),
even if such security was held in an Access Person’s Personal Account prior to joining the Firm.
Blackout
Period
No
employee may directly or indirectly dispose of beneficial ownership in a security (other than Excepted Securities) on the same
day a client transacts in that security, nor may an employee directly or indirectly acquire or dispose of beneficial ownership
in a security on a day during which a client has a pending “buy” or “sell” order for that security of
the same type (i.e., buy or sell) as the proposed personal trade until client portfolios orders are executed or withdrawn.
Exceptions
to Pre-Clearance Requirements
Pre-Clearance
is not required to be submitted with respect to the following transactions in Personal Accounts:
| ● | Transactions
pursuant to an automatic investment plan in which regular purchases or withdrawals are
made automatically in or from investment accounts in accordance with a predetermined
schedule and allocation, including dividend reinvestment plans and employer-sponsored
stock purchase plans; |
| ● | Transactions
that are not voluntary on the part of the Access Person, such as stock dividends or splits,
mergers, other corporate reorganizations, or margin calls; and |
| ● | Transactions
effected pursuant to any Personal Account which the Access Person has demonstrated to
the satisfaction of the CCO that such Access Person does not have any direct or indirect
influence or control by virtue of the Access Person having provided discretionary investment
authority over such account to a third-party investment manager or trustee (“Non-Discretionary
Accounts”). |
No
“direct or indirect influence or control” over an account means that the Access Person does not:
| ● | Suggest
purchases or sales of investments in such account to the applicable third-party investment
manager or trustee who has been granted discretionary investment authority over such
account; or |
| ● | Direct
such third-party investment manager or trustee to purchase or sell investments on behalf
of such account, including directing or advising such investment manager or trustee in
regard to the relative allocation of the account’s assets to specific investments
vis-à-vis other investments. |
| ● | Additionally,
for each Non-Discretionary Account that has been exempted from the pre-clearance requirements
set forth in this Code, the third-party investment manager or trustee who has been granted
investment discretion over such account must independently attest that the account is
indeed a Non-Discretionary Account. |
| 8.07 | Initial
and Annual Holdings Reports |
Access
Persons must submit a completed Exhibit B: Initial and Annual Report of Holdings
to the CCO, disclosing all securities held in any Personal Account—including any investment positions not held in such accounts,
including private placements, but excluding Excepted Securities—within 10 days of becoming an Access Person and within
45 days following the end of each fiscal year thereafter. The information must be current and as of a date no more than 45 days
prior to the date of becoming an Access Person or the end of a particular fiscal year, as applicable. If an Access Person has
no holdings, accounts, or private investments to report, this should be indicated on Exhibit
B: Initial and Annual Report of Holdings and submitted to the CCO nonetheless.
| 8.08 | Quarterly
Transaction Reports |
Access
Persons must submit a completed Exhibit E: Quarterly Transaction Report
within 30 days after each quarter end to the CCO, reflecting any securities transactions in any Personal Account in which trading
discretion has not been fully delegated to a third party, with respect to Covered Securities.
| 8.09 | Duplicate
Account Statements and Trade Confirmations |
Except
with respect to an account:
| ● | In
which an employee has no discretionary power, influence, or control; or |
| ● | That
is restricted by the terms of the account relationship to holding only cash and Excepted
Securities. |
In
lieu of formally completing an Exhibit E: Quarterly Transaction Report,
employees may arrange for the CCO to receive duplicate account statements (at least quarterly) and trade confirmations
for each Personal Account. The account statements must include the employee’s personal holdings and transactions occurring
in the account, as well as the other applicable account identifying information commonly included in account statements.
Requests
to have a firm send duplicate account statements and trade confirmations may be made by completing Exhibit M: Broker Instruction
Letter and sending it to the relevant institution.
| 8.10 | Exception
from Reporting Requirements |
No
Quarterly Transaction Report is required to be filed by an Access Person with respect to securities held in any Personal Account
over which the Access Person has or had no direct or indirect influence or control. However, Access Persons with such Non-Discretionary
Accounts will be required to adhere to the following procedures:
| ● | The
Access Person must certify on an annual basis that the foregoing account continues to remain a Non-Discretionary Account; and |
| ● | An
independent attestation must be sought from the relevant third-party investment manager/broker/trustee that the account in question
is indeed a Non-Discretionary Account initially. |
Quarterly
Transaction Reports are not required with respect to any transactions effected pursuant to an automatic investment plan, although
holdings need to be included on Initial and Annual Holdings Reports.
Quarterly
Transaction Reports are not required if the report would duplicate information contained in broker trade confirm or account statements
that an Access Person has already provided to the CCO; provided, that such broker trade confirm, or account statements are provided
to the CCO within 30 days of the end of the applicable calendar quarter. This paragraph has no effect on an Access Person’s
responsibility related to the submission of Initial and Annual Holdings Reports.
| 8.11 | Outside
Business Activities |
At
the point at which an employee commences employment with the Firm and annually thereafter, they will be required to disclose any
existing outside business activities by submitting a completed Exhibit C: Conflicts
of Interest /Outside Business Activity Form or by other written form (e-mail)
to the CCO. In addition, employees are required to complete an Outside Business Activities disclosure as part of their obligation
to complete and submit Exhibit F: Quarterly Compliance Attestation Form on a quarterly basis.
An
employee’s service on the board of directors of an outside company, as well as other outside activities generally, could lead
to the potential for conflicts of interest and insider trading problems, and may otherwise interfere with an employee’s duties
to the Firm. Accordingly, employees are prohibited from serving on the boards of directors of any outside company, unless the
service has been approved in writing by the CCO. In addition, any employee serving on the board of a private company which is
about to go public may be required to resign either immediately or at the end of the current term.
The
Firm generally discourages employees from:
| ● | engaging
in outside business ventures (such as consulting engagements or public/charitable positions); |
| ● | accepting
any executorships, trusteeship or power of attorney (except with respect to a family
member); and |
| ● | serving
on a creditors committee except as part of the employee’s duties at the Firm. |
Accordingly,
employees must obtain pre-approval from the CCO prior to engaging in any of these activities
by submitting a completed Exhibit H: Outside Business Activities Pre-Approval Request Form
or by other written form (e-mail) to
the CCO.
Should
an employee receive approval for outside business ventures, it is the employee’s responsibility to ensure that all material
non-public information received through the outside relationship is disclosed to the Firm immediately. The Firm’s CCO will
then take measures to restrict any trading activity based upon the acquired information.
| 8.12 | Gifts
and Entertainment |
In
order to address conflicts of interest that may arise when an employee accepts or gives a gift, favor, entertainment, special
accommodation, or other items of value, the Firm places restrictions on gifts and entertainment. Certain gifts and entertainment
may require the approval of the CCO via a completed Exhibit K: Gifts and Entertainment
Disclosure and Request Form or by other written form (e-mail).
| ● | Gifts:
No employee may receive any gift, service, or other item of more than de minimis value, which for purposes of the Code is set
at $250, from any person or entity that does business with or on behalf of the Firm without prior approval from the CCO.
No employee may give or offer any gift of more than the $250 de minimis value to existing investors, prospective investors, or
any entity that does business with or on behalf of the Firm without pre-approval from the CCO. Any gift given or received under
the $250 de minimis threshold does not require pre-approval from the CCO, but does require prompt notification to the CCO after
giving or receiving said gift. |
| ● | Entertainment:
No employee may provide or accept extravagant or excessive entertainment to or from an investor, prospective investor, or any
person or entity that does or seeks to do business with or on behalf of the Firm. Employees may provide or accept a business entertainment
event, such as a meal or a sporting event, of reasonable value, if the person or entity providing the entertainment is present.
Any event that an employee reasonably expects to exceed $500 in value must be approved in advance by the CCO. Any entertainment
given or received under the $500 de minimis threshold does not require pre-approval from the CCO, but does require prompt notification
to the CCO after giving or receiving said entertainment. |
| ● | Cash:
No employee may give or accept cash gifts or cash equivalents to or from an investor, prospective investor, or any entity that
does business with or on behalf of the Firm. |
| ● | Government
Officials: Please see Section 8.13 Foreign Corrupt Practices Act and
Section 8.14 Political Contributions for more information regarding
the Firm’s policies regarding the provision of, receipt of, or sponsoring of gifts, entertainment, or anything of value
to government officials and/or their families. |
| ● | Union
Officials: Special Department of Labor reporting requirements apply to service providers, such as investment advisers, to
Taft-Hartley employee benefit funds. Those service providers must make annual reports detailing virtually all gifts and entertainment
provided generally to unions, their officer, employees and agents, subject to a de minimis threshold. Accordingly, employees must
receive pre-approval for gifts and entertainment provided to such persons. |
| ● | Reporting:
Each employee must report any gifts or entertainment received in connection with the employee’s employment that the employee reasonably
believes exceeded the aforementioned de minimis values for either gifts or entertainment to the CCO via a completed
Exhibit K:Gifts and Entertainment Disclosure and Request Form or by other written
form (e-mail). The CCO may require that any such gift be returned to the provider or that an entertainment expense
be repaid by the employee. |
| ● | Solicited
Gifts: No employee may use his or her position with the Firm to obtain anything of value from a client, supplier, person to
whom the employee refers business, or any other entity with which the Firm does business. |
| ● | Referrals:
Employees may not make referrals to clients (e.g., of accountants, attorneys, or the like) if the employee expects to personally
benefit in any way from the referral. |
| 8.13 | Foreign
Corrupt Practices Act |
The
Foreign Corrupt Practices Act (“FCPA”) makes it unlawful for any US company–as well as any of its officers,
directors, employees, agents or stockholders acting on its behalf–to offer, pay, promise or authorize any bribe, kickback
or similar improper payment to any foreign official, foreign political party or official or candidate for foreign political office
in order to assist the US company in obtaining, retaining or directing business. Violators are subject to severe civil and criminal
penalties, up to and including imprisonment. Other countries have similar laws. It is the policy of the Firm to strictly comply
with the FCPA and all other applicable laws against bribery and other improper payments.
What
is the Requirement?
Under
the FCPA, a “foreign official” includes any officer or employee of a foreign government or any department,
agency or instrumentality thereof. Accordingly, the FCPA’s prohibitions extend to all government employees, no matter how
low-ranking or high-ranking, and to employees of government-owned business entities as well as government agencies. Not only the
payment of money, but the giving of “anything of value” to a foreign official, foreign political party or official
or candidate for foreign political office is prohibited. The FCPA does permit certain small facilitating or expediting payments
to foreign officials to ensure that they perform routine, nondiscretionary governmental duties. The FCPA also permits payment
or reimbursement of reasonable and bona fide expenses of a foreign official, including travel and lodging expenses, relating to
the promotion, demonstration or explanation of a product or service or to the execution or performance of a contract with a foreign
government. However, before offering or making any type of gift or payment to or on behalf of a foreign official, Firm personnel
must obtain written approval in advance from the CCO.
The
FCPA not only prohibits direct payments to a foreign official, but also prohibits US companies from making payments to third parties
– such as a foreign partner, sales agent or other intermediary – with knowledge that all or a portion of the payment
will be passed on to a foreign official. The FCPA’s definition of “knowledge” is broader than actual knowledge.
A company is deemed to know that an agent or other intermediary will make an improper payment if it is aware of, but consciously
disregards, a “high probability” that such a payment will be made. The purpose of this standard is to prevent companies
from adopting a “head in the sand” approach to the activities of their foreign agents and partners.
How
do we Comply?
Before
the Firm retains any agent or intermediary that may be involved in soliciting a potential investment from, or other transaction
with, a foreign government or government entity, written approval must be obtained in advance from the CCO. In addition, the CCO
will evaluate the risk of compliance failure as it relates to the FCPA on a regular basis and should the Firm’s activities
change to the extent that it begins to have contact with foreign officials, the CCO will adopt additional measures to protect
the Firm against potential violations.
| 8.14 | Political
Contributions |
Rule
206(4)-5 (“Pay to Pay Rule”) limits the dollar amount of contributions that may be made by an adviser or its
Covered Associates1 to state or local officials2 that can influence the investments of state funds,
including pension plans. Specifically, the Pay to Play Rule prohibits an adviser and/or its Covered Associates from:
| ● | Providing
advisory services for compensation to a government entity3 client for two years after the adviser or its Covered
Associates make a contribution4 to a state or local election in excess of $350 for a candidate for which the adviser
or its personnel are eligible to vote, or $150 for a candidate for which the adviser or its personnel are ineligible to vote; |
| ● | Providing
direct or indirect payments to any third party that solicits government entities for advisory business unless this third party
is a registered broker-dealer or investment adviser itself subject to Pay-to-Play Rule restrictions; |
| ● | Soliciting
from others, or coordinating, contributions to certain elected officials or candidates or payments to political parties where
the adviser is providing or seeking government business; and |
| ● | Doing
anything indirectly that, if done directly, would result in a violation of the other provisions of the Pay to Play Rule. |
Violations
of the limits carry a two-year ban on managing money for pension plans controlled by the official or personnel the official may
appoint. Items other than cash contributions, such as gifts, can also trigger violations of this rule. Anything given to a state
or local official that is of value must be carefully considered for compliance with this rule. Additionally, personnel should
remember that national elections are not covered as a part of the rule as long as the individual running for office does not presently
hold a state or local position. US Congressional positions are considered national for purposes of this rule.
The
Pay to Play Rule additionally contains certain look back provisions which provide that those contributions made by employees prior
to joining an adviser can, in some instances, disqualify the adviser from managing the assets of certain pension funds for a fee.
The look back period is limited to a two-year period prior to joining the firm.
The
description of the rule as presented here is simplified and the rule has other more complex facets. If you are interested in making
political contributions or regularly contribute to campaigns, please contact the CCO for approval and a more detailed description
of this rule and its more complex provisions.
How
do we Comply?
No
employee may make or give, or offer to make or give, a contribution or gift to any state or local government official or political
candidate (including contributions to political parties or political action committees, which may be earmarked or known to be
provided for the benefit of a particular government official) in excess of the amounts permitted by the Pay to Play Rule ($150
or $350, depending on the circumstances) without first obtaining written approval from the CCO, whose approval shall not be granted
if such contribution or gift may:
| ● | Be
reasonably considered a violation of, or an inducement to violate, ethical guidelines, local law or US law; |
1
“Covered Associates” of an adviser include (1) any general partner, managing member, or executive officer,
or other individual with similar status or function, (2) any employee who solicits a government entity for the adviser and any
person who supervises, directly or indirectly, such employee, and (3) any PAC controlled by the adviser or by any such persons
described in (1) and (2). A contribution by a limited partner, a non-managing member of a limited liability company adviser or
a shareholder of a corporate adviser is not covered unless such person is also an executive officer or solicitor (or supervisor
thereof), or the contribution is an indirect contribution by the adviser, executive officer, solicitor or supervisor.
2
“Officials” means any person (including any election committee of the person) who was, at the time of
a contribution, an incumbent, candidate or successful candidate for elective office of a government entity, if the office (1)
is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government
entity, or (2) has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome
of, the hiring of an investment adviser by a government entity.
3
“Government entity” includes any state or political subdivision of a state, its agencies and instrumentalities,
any pool of assets sponsored or established by any of the foregoing, and any participant-directed investment program or plan sponsored
or established by any of the foregoing.
4
“Contribution” means any gift, subscription, loan, advance, or deposit of money or anything of value
made for (1) the purpose of influencing any election for federal, state or local office, (2) payment of debt incurred in connection
with any such election, or (3) transition or inaugural expenses of the successful candidate for state or local office
| ● | Potentially
impair the ability of the Firm to conduct its business; or |
| ● | Constitute
a conflict of interest. |
Regardless
of any contribution limits detailed above, employees must gain pre-approval from the CCO on any and all political contributions
or payments of any amount, including those at the local, state, or federal levels.
Employees
seeking pre-approval for political contributions may do so by submitting a completed Exhibit
I: Political Contribution Pre-Approval Request Form or by other written form (e-mail)
to the CCO.
New
hires are required to fill out and submit to the CCO a completed Exhibit J: New Employee Political Contribution Disclosure
Form upon commencement of employment with the Firm. In addition, employees are required to complete a Political Contribution
disclosure as part of their obligation to complete and submit Exhibit F: Quarterly Compliance Attestation Form on
a quarterly basis.
Employees
must comply with all laws and regulations concerning insider trading and with the Firm’s prohibition against insider trading.
The purchase and sale of securities, or providing advice with respect to the purchase or sale, while possessing material non-public
information, or “inside information,” of any sort relating to such securities, whether obtained in the course of research
activities, through a client relationship or otherwise, or the communication of such information to others,
is prohibited by state and federal law and is strictly prohibited by the Firm. The Firm’s
insider trading policy is maintained as Appendix A: Insider Trading Policy.
| 8.16 | Outside
Research Providers and Expert Networks |
From
time to time, the Firm may utilize outside research providers as a means of supplementing its internal research processes. Outside
research providers allow the Firm to gain a better understanding of the technologies, sectors, companies, and securities in which
its clients’ portfolios may invest, but may present a risk that the Firm may gain access to inside information.
The
Firm’s procedures regarding the supervision of outside research providers include the procedures listed below.
| ● | Only
outside research providers approved by the CCO may be utilized by employees. |
| ● | Prior
to approving an outside research provider for use, the CCO will inquire as to a number of items which may include: |
| ● | Whether
the outside research provider has policies and procedures designed to detect and prevent insider trading; |
| ● | The
depth and scope of such policies and procedures; |
| ● | The
means by which these policies and procedures are carried-out and tested; |
| ● | The
added value of utilizing an outside research provider as related to the research function at the Firm; and |
| ● | The
reputation of the outside research provider. |
Outside
research providers utilized by the Firm will be reviewed by CCO periodically. In addition, the CCO may propose and adopt guidelines
specific to an outside research provider or a specific outside research function.
The
Firm may also engage research consultants in conjunction with its other research investment resources. The Firm may use expert
network firms to identify research consultants and occasionally identify research consultants outside of expert network firms.
The Firm will employ a consultation compliance questionnaire prior to consultations with experts to avoid potential conflicts
of interest. If you have any questions regarding the use of expert consultants, please contact the Firm’s CCO.
Supervised
persons are required to contact the CCO immediately if the supervised person believes that they may have received material nonpublic
information. The CCO must document the nature of the information, the circumstances, and any steps taken address the situation.
| 8.17 | Surveillance
and Violations of Policy |
Each
calendar quarter, the CCO or designee will conduct a review of personal trading compliance pursuant to the Code. The CCO or designee
will review Access Persons’ trading account statements against records of approved trades for compliance with the Firm’s
personal trading policy.
In
addition to this review, employees of the Firm have an independent duty to report violations of the policy to the CCO. The CCO
reserves the right to deliver a report of transactions to the employee’s supervisor on a regular basis or as needed to investigate
potential inappropriate trading activity,
Every
employee must immediately report any violation of the Code to the CCO or, in the CCO’s absence, the employee’s direct supervisor.
All reports will be treated confidentially and investigated promptly and appropriately. The Firm will not retaliate against any
employee who reports a violation of the Code in good faith as any retaliation constitutes a further violation of the Code. The
CCO will keep records of any violation of the Code, and of any action taken as a result of the violation.
| 8.18 | Exceptions
to the Code |
The
CCO may, under very limited circumstances, grant an exception from the requirements of the Code on a case-by-case basis, provided
that:
| ● | The
employee seeking the exception provides the CCO with a written statement: |
| i. | Detailing
the efforts made to comply with the requirement from which the employee seeks an exception;
and |
| ii. | Containing
a representation that compliance with the requirement would impose significant undue
hardship on the employee; |
| ● | The
CCO believes that the exception would not harm or defraud the Firm or its clients, violate the general principles stated in the
Code or compromise the employee’s or the Firm’s fiduciary duty to any client; and |
| ● | The
employee provides any supporting documentation that the CCO may request from the employee. |
No
exceptions may be made to the fundamental requirements contained in the Code that have been adopted to meet applicable rules under
the Advisers Act.
The
books and records that are required to be maintained include the following:
| ● | A
copy of the Code that is currently in effect, or at any time within the past six years
was in effect; |
| ● | A
record of any violation of the Code, and of any action taken as a result of the violation; |
| ● | A
record of all written acknowledgements of receipt, review and understanding of the Code
from each person who is currently, or within the past six years was, an employee; |
| ● | A
record of each report made by an access person, including any brokerage confirmations
and brokerage account statements obtained from access persons; |
| ● | A
record of the names of persons who are currently, or within the past six years were,
access persons; and |
| ● | A
record of any exception from the Code granted by the CCO, all related documentation supplied
by the employee seeking the exception, and the reasons supporting the decision to grant
the exception. |
These
books and records must be maintained by the Firm in an easily accessible place for at least six years from the end of the fiscal
year during which the record was created, the first two years in an appropriate office of the Firm.
Any
violation of any provision of the Code may result in disciplinary action. The CCO will determine an appropriate sanction. Disciplinary
action may include, among other sanctions, a letter of reprimand, disgorgement, suspension, demotion or termination of employment.
Appendix
A: Insider Trading Policy
Policy
on Insider Trading
No
person to whom these procedures apply may trade, either personally or on behalf of others while in possession of material, nonpublic
information, nor may any Firm personnel communicate material, nonpublic information to others in violation of the law.
What
is Material Information?
Information
is material where there is a substantial likelihood that a reasonable investor would consider that information important in making
his or her investment decisions. Generally, this includes any information the disclosure of which may have a substantial effect
on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality
involve a highly fact specific inquiry. For this reason, you must direct any questions about whether information is material to
the CCO.
Material
information often relates to a company’s financial results and operations, including, for example, dividend changes, earnings
results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation,
liquidity problems, and extraordinary management developments.
Material
information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell
securities or the portfolio holdings of the Firm may, in some contexts, be material. Pre-publication information regarding reports
to be published in the financial press also may be material.
What
is Nonpublic Information?
Information
is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public
after it has become available to the general public through a public filing with the SEC or some other government agency, a news
reporting service or publication of general circulation, and after sufficient time has passed so that the information has been
disseminated widely.
Identifying
Inside Information
Before
executing any trade for yourself or others, including any client, you must determine whether you have access to material, nonpublic
information. If you think that you might have access to material, nonpublic information, you will take the following steps:
| ● | Report
the information and proposed trade immediately to the CCO. |
| ● | Do
not purchase or sell the securities on behalf of yourself or others, including any client. |
| ● | Do
not communicate the information inside or outside the Firm, other than to the CCO. |
| ● | After
the CCO has reviewed the issue, he or she will determine whether the information is material
and nonpublic and, if so, what action must be taken. |
Contacts
with Public Companies
Employees
of the Firm may come in contact with employees of publicly traded companies from time to time. Difficult legal issues can arise
when, in the course of these contacts, an employee of the Firm becomes aware of material, nonpublic information. This could happen,
for example, if a company prematurely discloses quarterly results to an analyst, or an investor relations representative makes
a selective disclosure of adverse news to a handful of investors. If this information then is communicated to other Firm employees
prior to it becoming public information, it is possible that client or personal transactions could be executed based, in part,
on this information. To protect yourself, the Firm, and its clients, you must contact the CCO immediately if you believe that
you may have received material, nonpublic information. The Managing Director and Portfolio Manager must maintain a log of all
face-to-face meetings with officials of publicly traded companies.
Tender
Offers
Tender
offers represent a particular concern under the laws governing insider trading for two reasons: First, tender offer activity often
produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely
to attract regulatory attention, as it produces a disproportionate percentage of insider trading cases. Second, the SEC has adopted
a rule which expressly forbids trading and “tipping” while in possession of material, nonpublic information regarding
a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Firm personnel must
exercise particular caution any time they become aware of nonpublic information relating to a tender offer.
Private
Investments in Public Entities
It
is possible that analysts and other employees of the Firm will be approached by third parties, including placement agents, investment
banks and prime brokers, that wish to solicit the Firm’s participation in a private offering of securities of a publicly traded
company, such offerings are commonly referred to as “PIPEs”. Such offerings often occur in connection with events
that are not generally known by the public and upon revelation to the public, could have a significant effect on the price of
the company’s stock.
In
the event that any such solicitation is made, the contacted employee must immediately make it clear to the third party that the
employee is not interested in learning the name of the publicly traded company or other details of the proposed transaction and
the employee must refer the third party to the CCO immediately.
Restricted
Trading List
The
Firm will maintain a “Restricted Trading List” of companies about which a determination has been made that it
is prudent to restrict trading activity. This might include, for example, a company about which investment personnel may have
acquired material, nonpublic information or a position where the Firm may have a securities filing obligation.
In
addition, all securities in which the Firm has an actual or potential interest for the benefit of clients will be included in
the Restricted Trading List.
As
a general rule, trades will not be allowed for clients or Personal Accounts in the securities of a company appearing on the Restricted
Trading List. Similarly, any determination to remove a company from the Restricted Trading List must be approved by the CCO. Restrictions
with regard to securities on the Restricted Trading List are also considered to extend to options, rights or warrants relating
to those securities and any securities convertible into those securities.
Compliance
and Monitoring
| ● | Each
of the Firm’s employees must attest quarterly that they have not been privy to
MNPI or that they have disclosed to the Firm’s CCO their receipt of MNPI as part
of completing Exhibit F: Quarterly Compliance
Attestation Form. |
| ● | Each
of the Firm’s employees acknowledge the Firm’s Code of Ethics and Insider
Trading policy upon hire and annually thereafter. The acknowledgement states that they
have received, understand, and will abide by the Firm’s Code of Ethics and Insider
Trading Policy, among others. |
| ● | Employee
personal securities transactions are regularly monitored and reviewed by the CCO
or their designee. |
| ● | The
Firm prohibits all employees from initiating any new positions in a security of an issuer,
other than exempted securities. Employees are generally required to obtain pre-clearance
for personal transactions. |
| ● | The
Firm’s supervised persons are prohibited from serving on the board of directors
of any publicly traded company without the CCO’s pre-approval. If approved, the
Firm implements appropriate procedures to isolate such persons from decision-making relating
to the issuer’s securities. |
| ● | The
Firm supervises access to and activities of outside research providers and independent
consultants. |
Appendix
B: Experts and Expert Network Use Policy
Armada
ETFs may contract with Expert Networks or Experts from outside of Expert Networks to assist in the evaluation of potential and
existing investments. Prior to engaging any Expert Network and during such engagement(s), all Armada ETFs’ employees shall
adhere to the following policies. Any questions regarding the policies and procedures on the Firm’s use of Experts or Expert
Networks should be directed to the CCO.
| 1. | Selection
of Expert Networks |
In
general, any Expert Network and any paid Expert must be pre-approved by the CCO prior to their utilization or consultation.
| ● | The
CCO may not grant such pre-approval if the Expert Network or Expert does not have compliance procedures in place designed to prevent
the dissemination of material non-public information. |
| ● | The
CCO maintains a list of Armada ETFs’ approved Expert Networks, which will be made available to all employees. |
Use
of Experts
In
general, Armada ETFs’ employees may only utilize Experts from pre-approved Expert Networks that Armada ETFs has engaged
pursuant to a written agreement, provided that Experts from:
| ● | Within
Approved Expert Networks may be utilized without pre-approval if the Expert has completed Exhibit N: Expert Network Questionnaire
without triggering any compliance flags that would require CCO pre-approval. |
| ● | The
CCO must address and approve the use of any Experts that trigger compliance flags prior to consulting such Expert. |
| ● | Outside
of Approved Expert Networks must be formally documented and pre-approved by the CCO prior to their consultation, pursuant
to a satisfactorily completed Exhibit O: Expert Call/Meeting Pre-Approval Form. |
Regardless
of an Expert’s association with an approved Expert Network, employees may not utilize any Expert who was employed by a publicly-traded
company during the six months preceding the proposed engagement without pre-approval
Interactions
with Experts and Expert Networks
Before
interacting with Expert Networks, employees must complete an initial insider trading training. To the extent an employee continues
interacting with Expert Networks, they must also complete insider trading training annually thereafter.
| ● | Employees
must report any receipt of inside information to the CCO pursuant to Appendix A: Insider Trading Policy. |
| ● | Employees
are strongly encouraged to report suspected or possible inside information to the CCO. |
Ongoing
Communications with Expert Networks
Ongoing
communications with Expert Networks/Experts must communicated by means permitted by Appendix C: Electronic Communications and
Phone Policy, such as an employee’s Firm-e-mail. Subsequent communications with Experts from:
| ● | Approved
Expert Networks should be done via the same channels as the initial contact, and in compliance with this Policy. |
| ● | Outside
of Pre-Approved Expert Networks must be pre-approved prior to each contact. |
Supervision
of Expert Network Communications
Employees
should be aware that if the CCO believes, in their sole discretion, that there is a significant or increased risk that inside
information could be discussed during a call or meeting with an Expert, the CCO or their designee may choose to participate in
the call or meeting to understand the nature of the information being discussed and monitor the discussion to prevent the receipt
of inside information.
The
CCO may periodically monitor calls or meetings between employees and Experts. All Expert Networks will be instructed to include
the CCO on all call invites. If an employee consults an Expert outside of an approved Expert Network, they must ensure that all
call invites receive CCO pre-approval and are aware that the CCO can join any of them.
Additionally,
to the extent that there is any e-mail correspondence with Experts, the CCO or designee may periodically review a sample of such
e-mail correspondence to ensure compliance with this Policy.
Appendix
C: Electronic Communications and Phone Policy
Armada
ETFs utilizes e-mail, phones and the internet in order to conduct business. Personnel are required to follow this Policy in order
to ensure compliance with regards to all electronic communication.
| ● | All
company e-mail and computers are the property of Armada ETFs. All business-related communication must flow through the company
e-mail address provided by Armada ETFs, or via archived communications. Should the company network fail, the use of personal e-mail
addresses will be allowed as long as the company e-mail is copied for archival purposes. |
| ● | Under
no circumstance may texting or social media account communications, such as Facebook or LinkedIn email or messaging, be utilized
as a form of conveying substantive business-related information due to the lack of ability to archive such data as required by
SEC guidelines. |
| ● | Information
sent or received via e-mail, voicemail or the Internet is to be disclosed only to authorized individuals. |
| ● | Armada
ETFs prohibits users from sending or receiving copyrighted, trade secret, proprietary materials or similar materials without prior
authorization. |
| ● | Armada
ETFs prohibits sending or receiving any sexually explicit e-mail or viewing sexually explicit material of any kind on the Internet
or personal computer in the workplace. This includes messages or jokes that could be considered harassing or disparaging of others. |
| ● | Armada
ETFs prohibits the sending and receiving of any information that is intimidating, hostile or offensive material on the basis of
age, sex, race, color, religion, national origin, creed, marital status, sexual orientation, disability or any other factor protected
by law. This includes messages, jokes or forms that could be considered offensive. |
Email
and Instant Messaging Accounts
| ● | Employees
may not use outside e-mail or instant messaging accounts for any business purpose unless the Firm is given access to the account.
Additionally, if a business-related e-mail or other electronic communication is sent to (or from) an employee’s personal
account, the e-mail must be forwarded to the Employee’s Firm e-mail account immediately. |
E-mail
Monitoring and Archiving Systems
Armada
ETFs has engaged with Global Relay , which automatically archives all inbound and outbound e-mail messages and Instant Messenger
accounts. All e-mail, including attachments, will be subject to monitoring and will be reviewed by personnel. The Firm generally
retains all incoming and outgoing e-mail, instant messages, and electronic communications that contain required records, but may
screen and regularly delete e-mails and other electronic communications that do not contain such records (e.g., spam or personal
e-mails).
Monitoring
Process
| ● | Employees
do not have an expectation of privacy on company email or company approved chat systems used to conduct Armada ETFs business.
All sent and received e-mail messages are archived by Global Relay. The archiving process does not cause a delay in your sending
or receiving an e-mail message. The software will automatically review all text-based attachments including Excel, Word, PowerPoint
and Adobe files. |
| ● | Armada
ETFs reserves the right to take disciplinary action in response to any violations of this policy. |
On
a semi-annual basis, a review of a random sampling of employee e-mails and instant messages will be conducted utilizing Global
Relay to ensure that the content is of an appropriate professional nature and that no violations of securities law or regulation
are noted. The Firm’s CCO or designee will conduct this semi-annual review. The CCO shall no less frequently than once every
year evaluate the effectiveness of this policy and modify as necessary. The CCO shall also review and approve any changes to Armada
ETFs’ website in accordance with Armada ETFs guidelines on advertising, as detailed in Section 4: Marketing. The
Fund’s website is maintained by the Fund’s Adviser Toroso Investments, LLC; this includes the monitoring and oversight of
the Fund under Rule 6c-11.
Appendix
D: Privacy Policy
What
Does Armada ETFs Do with Your Personal Information?
Investment
advisers collect certain personal information from individuals. They choose how they share your personal information. Federal
law gives you as our client the right to limit some but not all sharing. Federal law also requires us to tell you how we collect,
share, and protect your personal information. Please read this notice carefully to understand what we do.
Armada
ETF Advisors LLC (“Armada ETFs,” “we,” “us,” “our”) is committed
to safeguarding the confidential information provided to us by current, former, and prospective clients (together, “Clients”
or “you”). This notice provides information to you about our privacy policies and practices (“Privacy
Policy”). Our Privacy Policy is designed to comply with obligations under the Gramm-Leach-Bliley Act, Regulation S-P,
and to meet our fiduciary duty to protect your sensitive personal information.
| 1. | Personal
Information We Collect |
We
may collect your personal information, including non-public personal information, in connection with our providing advisory services
or products to you (collectively, “Personal Information”). Personal Information may include, without limitation,
your name, address, social security number or tax identification number, bank account information, investment information, and
as well as others, which may include information regarding your:
| ● | Wire
transfer instructions |
How
we collect this information
While
we may collect your Personal information in a through a variety of means, we generally collect your Personal Information when
you voluntarily provide it to us. For example, we collect your Personal Information when you give us your contact information,
enter into an investment advisory contract with us, complete subscription documents or offering questionnaires, tell us where
to send money or make a wire transfer, or in other documents that you provide us.
We
may also collect your personal information from other sources, such as our affiliates or other non-affiliated companies, such
as information that we may receive from consumer reporting agencies. Our Privacy Policy applies to Clients and former Clients.
Our affiliates are companies related to us by common ownership or control and can include both financial and nonfinancial companies.
Non-affiliates are companies not related to us by common ownership or control and can include both financial and nonfinancial
companies.
We
do not disclose nonpublic personal information about you other than as described below.
How
we use this information
All
financial companies need to share customers’ personal information to run their everyday business, and we use your Personal
Information we collect from you for everyday business purposes. These purposes may include for example:
| ● | To
provide advisory services to you; |
| ● | To
process a transaction for your account; |
| ● | To
market products and services to you; or |
| ● | To
respond to court orders and legal investigations. |
Disclosure
to Others
We
generally do not disclose any Personal Information about you to anyone, except as permitted or required by law. Disclosures that
are permitted by law include disclosures that are necessary to effect, administer or enforce a transaction that you request or
authorize. Other examples of disclosures that are permitted by law are disclosures to our affiliates and to firms that assist
us in servicing your account and have a need for such information, such as disclosures to a broker; fund administrator; our accountant(s),
auditors, or lawyers; to regulators that examine our business; and disclosures that you specifically request.
We
may also disclose such information to service providers and financial institutions with whom we have joint marketing arrangements.
For example, a formal agreement between us and nonaffiliated financial companies that market financial products or services to
you, such as solicitors. We require third-party service providers and financial institutions with which we have joint marketing
arrangements to protect the confidentiality of your Personal Information and to use your Personal Information only for the purposes
for which we disclose such information to them.
These
sharing practices are consistent with Federal privacy and related laws, and in general, you may not limit our use of your Personal
Information for these purposes under such laws. We note that the Federal privacy laws only give you the right to limit certain
types of information sharing that we do not engage in, such as sharing with our affiliates certain information relating to your
transaction history or creditworthiness for their use in marketing to you or sharing your Personal Information with nonaffiliates
for them to market to you. We do not provide your Personal Information to mailing list vendors or solicitors for any purpose.
How
We Protect Your Personal Information
We
restrict access to your non-public personal information to employees who have a business or professional reason to know such information.
In addition, we maintain a secure computer and office environment and use security measures designed to comply with Federal law
and to protect your Personal Information from certain unreasonable risks, including unauthorized access, alteration, disclosure,
destruction, or use.
Unfortunately,
no safeguards can be guaranteed to be 100% secure. While we strive to protect your Personal Information, there are security and
privacy limitations beyond our control; the security, integrity, and privacy of any and all information exchanged between you
and us cannot be fully guaranteed; and any such information may be viewed or tampered with a third party.
Privacy
Policy Notice
Under
Regulation S-P, we must provide a “clear and conspicuous” notice that reflects our Privacy Policy to you at the time
of establishing a relationship and annually thereafter during the relationship. For Regulation S-P to apply, you must be an individual,
not a business or institutional investor.
The
initial and annual notices must be provided in writing, or electronically if you consent, and must include the following:
| ● | Categories
of Nonpublic Personal Information collected from and about you; |
| ● | Categories
of information about you that are disclosed and to whom; and |
| ● | Our
policies and practices to protect the confidentiality, security and integrity of your
Personal Information. |
Who
is providing this Privacy Notice
This
Privacy Notice relates to Armada ETFs and its affiliates, if applicable.
Who
to contact with questions?
If
you have any questions concerning this Privacy Policy, please contact the CCO at rhurley@armadaetfs.com.
Appendix
E: Valuation Policy
Armada
ETFs serves as the investment adviser to clients over which it has investment discretion and as such, has adopted this Valuation
Policy, which seeks to value investments held by clients fairly, accurately, and consistently. In general, the Firm seeks to value
investments at fair value in accordance with U.S. generally accepted accounting principles (“GAAP”) and consistent
with the definition and framework established by the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). This policy relates
to Armada ETFs unless otherwise noted.
For
purposes of determining the value of securities and other property, in general, portfolio securities are priced on a daily basis
depending on the individual security.
The
Firm expects that it will primarily invest in securities listed on public exchanges. Accordingly, the Firm anticipates that a
market quotation will be readily available. In general, exchange traded securities and securities for which pricing information
is readily available are priced by the Firm’s administrator using independent pricing sources. The pricing data obtained
by the Firm’s administrator is reviewed and the pricing data gathered by the administrator is generally used for valuation
purposes. The consent of the CCO is required to override any price provided by the administrator, and any such override should
be documented.
Securities
listed on a securities exchange will be valued at the official closing price reported by the exchange on which the securities
are primarily traded on the date of determination. In the event that the date of determination is not a day on which the relevant
exchange is open for business, such securities will be valued at the official closing price reported by the exchange on the most
recent business day prior to the date of determination. Exchange-traded options will be valued at the average of the most recent
“bid” and “ask” prices. The consent of the CCO is required to override this valuation methodology, and
any such any such override should be documented.
In
the rare occasion that the Firm invests in a security that is not publicly listed, is publicly listed and the price is halted
or stale, or if a security in which the Firm invests later becomes unlisted on a national exchange, the Firm will determine its
fair value in good faith in reliance on their fair values, as defined and in accordance with GAAP, per ASC 820. ASC 820 defines
fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.” The valuation determination is subject to the approval of the CCO.
Changes to the Firm’s valuation methodology require the approval of the CCO.
In
making a fair value determination, the Firm shall consider all relevant factors as they seem appropriate, including but not limited
to the following factors:
Factors
Used to Determine Fair Value
In
making a fair value determination, the Firm will consider all relevant factors we deem appropriate, including but not limited
to the following factors:
| ● | The
fundamental analytical data relating to the investment; |
| ● | The
nature and duration of any restrictions on disposition of the security/asset; |
| ● | The
valuation of the forces which influence the market in which these securities are purchased and sold; |
| ● | Cost
at date of purchase; |
| ● | Discount
from market value of unrestricted securities of the same class at time of purchase; |
| ● | Special
reports prepared by analysts; |
| ● | Information
as to any transactions or offers with respect to the securities/asset; |
| ● | Existence
of merger proposals or tender offers affecting the securities; |
| ● | Price
and extent of public trading in similar securities of the issuer or of comparable companies; |
| ● | Existence
of any dealer quotations; |
| ● | The
valuation method used by other investment funds; |
| ● | The
liquidity or illiquidity of the market for the security/asset; |
| ● | The
financial position of the issuer including, in the case of fixed income securities, any credit rating; |
| ● | General
information concerning the issuer’s business; |
| ● | The
competitive position of the issuer’s major products; |
| ● | The
prices of any recent transactions, offers or market quotations with respect to such securities (including option transactions); |
| ● | The
nature of any restrictions on disposition of the security/asset |
| ● | The
availability of registration rights; and |
| ● | Views
of investment bankers associated with the issuer, if any. |
ASC
820 Levels
The
Firm has adopted ASC 820 valuation standards. ASC 820 establishes an authoritative definition of fair value, sets out a framework
for measuring fair value, and requires additional disclosures about fair value measurements. Under ASC 820, entities are to use
inputs for measuring fair value according to a three-level hierarchy, using the highest level possible (e.g., Level 1) if such
inputs are available, and if not, going to the next lower level. Generally, the three levels are:
| Level I | Level
I inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Firm has the ability to access as of as of the reporting or measuring date.
Level I securities include listed securities traded in active markets and US government
securities. |
| Level II | Level
II inputs are inputs other than the quoted prices included within Level I that are observable
for the asset or liability. Fair value is determined through the use of models or other
valuation methodologies based upon pricing inputs that are either directly or indirectly
observable as of the reporting date. Level II inputs include the following: |
| ● | Quoted
prices for similar assets or liabilities in active markets; |
| ● | Quoted
prices for identical or similar assets or liabilities in markets that are not active; |
| ● | Inputs
other than quoted prices that are observable for the asset or liability (i.e. interest
rates and yield curves observable at commonly quoted intervals, volatilities, prepayment
speeds, loss securities, credit risks and default risks); and |
| ● | Inputs
derived principally from or corroborated by observable market data by correlation or
by other means. |
| Level III | Level III inputs are unobservable inputs for the asset or liability. Fair value is determined based upon pricing inputs that
are unobservable and includes situations where there is little, if any, market activity for the asset or liability. Assets in
this category require significant management judgment and estimation in the determination of fair value. |
Appendix
F: Record Retention Guidelines
The
chart below sets forth records required to be maintained, their retention periods, and those responsible for creating and maintaining
the records. The retention period of six years runs from the end of the fiscal year in which the record last had an entry made
or was last used. “CCO” can refer to their designee. “LOE” means “Life of Entity.”
| |
|
|
|
|
|
| Required Documents |
Retention Period |
Applicable Rule |
Party Responsible for |
| Creation |
Maintenance |
| 1. Corporate books and records |
LOE + 3 years |
204-2(e)(2) |
Owner |
Owner |
| ● Articles of Incorporation and by- laws |
● Minute books and stock certificate books |
| 2. Organizational chart, personnel directory and description of duties of each department and staff |
5 years |
Best Practice |
CCO |
CCO |
| 3. Written policies and procedures |
5 years |
206(4)-7 & Best Practice |
CCO |
CCO |
| ● Compliance Manual |
● Prior and in effect Insider Trading, Privacy, Proxy Voting Policies |
| 4. Records of personal securities transactions in which the Firm, its employees, or Access Persons (“APs”) have direct or indirect beneficial ownership or interest: |
LOE + 3 years |
Rule 204A-1 |
CCO |
CCO |
|
● Holdings
and Quarterly Transaction Reports
● List
of all APs within the last 5 years |
● Records approving any AP trades in IPOs or ltd. offerings |
| 5. Documents evidencing registration status of the Firm with the SEC. |
LOE + 3 years |
Best Practice |
CCO |
CCO |
| 6. Form ADV, and any amendments to Form ADV, as filed with the SEC and the IARD. |
LOE + 3 years |
204-2(a)(14) |
CCO |
CCO |
| 7. Notices or other communications made to states, as applicable. |
LOE + 3 years |
Best Practice |
CCO |
CCO |
| 8. Copy of each Form ADV Part 2 and Part 3 delivered to/offered to be delivered to clients/prospects, record of dates offered, copies of all requests from clients to receive it, and records of transmittal to those who requested it, if applicable. |
5 years |
204-2(a)(14) |
CCO |
CCO |
| 9. Copies of contracts and related documents. |
5 years |
204-2(a)(9)
206(4)-3
204-2(a)(10) |
CCO |
CCO |
|
●
Advisory agreements and documents granting discretionary authority
●
Contracts relating to the business of the Firm |
● Solicitation Agreements |
| 10. Copies of all notices, advertisements, articles, letters, bulletins or other communications circulated to > 9 persons and supporting documentation for recommendations therein for the purchase or sale of specific securities. |
5 years |
204-2(a)(11) |
CCO |
CCO |
| 11. All accounts, books, internal working papers, and other records necessary to demonstrate any performance or rate of return figures presented in any communication circulated to >1 persons. |
5 years
from last use |
204- 2(a)(16) |
Managing Director |
Managing Director |
| 12. Documents relating to third-party solicitors. |
5 years |
204-2(a)(15) |
CCO |
CCO |
|
●
Third-party solicitors solicitation agreements and disclosure statements
● List
of third-party solicitors and accounts obtained by each solicitor. |
● Written acknowledgments of receipt obtained from clients |
| 13. Financial books and records. |
5 years |
204-2(a)(1)
204-2(a)(2)
204-2(a)(4)
204-2(a)(5)
204-2(a)(6)
206(4)-4
Best
Practice |
Accounting |
Accounting |
|
●
Journal of cash receipts and disbursements
●
General and auxiliary ledgers
● All
bills or statements relating to the Firm’s business |
●
Check books, bank statements, cancelled checks and cash reconciliations
● All
trial balances, financial statements, and internal audit work papers relating to the Firm’s business
● List
of and documentation of loans to the Firm, including loans from clients (if any), indicating the terms, amounts, dates of such
loans and current balance |
| Required Documents |
Retention Period |
Applicable Rule |
Party Responsible for |
| Creation |
Maintenance |
| 14. Portfolio management and trading records |
5 years |
204-2(a)(3)
204-2(a)(7)
204-2(c)(1)
204-2(c)(2)
|
Traders
Managing Director
|
Traders
Managing Director
|
|
● Memoranda
of each order given by the Firm for the purchase/sale of any security, or any instruction received by the Firm from clients concerning
the purchase, sale, receipt or delivery of a particular security, and of any modification or cancellation of any such order/instruction.
● All
written communications received and sent by the Firm relating to (1) any recommendation/advice made/proposed to be made/given;
(2) any receipt, disbursement or delivery of funds or securities; or (3) the placing or execution of any order trade
any security.
|
● Records
showing separately for each client the securities purchased and sold, and the date, amount and price of each such purchase and
sale.
● For
each security in which a client holds a position, information from which the Firm can promptly furnish the client names and the
number of shares they hold.
|
| 15. Record of all accounts in which the Firm is vested with any discretionary power with respect to the funds, securities or transactions of any client |
5 years |
204-2(a)(8) |
Managing Director |
Managing Director |
| 16. File of client complaints |
5 years |
Best Practice |
CCO |
CCO |
| 17. Records in connection with custody or possession of Client funds or securities, as applicable, including: |
5 years |
204-2(b) |
CCO |
CCO |
|
● List
of all client custodians and depositories, if applicable.
● Records
reflecting all purchases/sales, receipts/deliveries of securities and all debits/credits
● Separate
ledger account for each client showing all purchases/sales, receipts/deliveries of securities, the date and price of each such
purchase/sale, debits/credits.
|
● Copies
of confirmations of all transactions effected by/for clients.
● Record
for each security in which any client has a position, including client name, the amount held, and location of the security.
● Copies
of any custody agreements.
|
| 18. Copies of Exchange Act Ownership Reports: Schedules 13G and 13D, Form 13F, Forms 3, 4 and 5. |
LOE + 3 years |
|
CCO |
CCO |
| 19. Copy of annual privacy notice delivered to clients and the date on which delivered. |
5 years |
Reg. S-P |
Fund Administrator |
CCO |
| 20. Documents related to the maintenance and implementation of compliance policies and procedures, including: |
5 years |
206(4)-7
204-2(a)(17)
|
CCO |
CCO |
| ● A copy of our policies and procedures |
● Records documenting review of our policies and procedures. |
| 21. Documents related to the maintenance and implementation of the Code, including: |
5 years |
204-2(a)(12) |
CCO |
CCO |
|
● Copy
of each Code that is or was at any time within the past six years in effect
● Record
of any violation of the Code, and of any action taken as a result
|
● Record of all written acknowledgments of receipt of the Code and amendments for each person who is or was a supervised person within the last six years |
| 22. Records related to proxy voting, including: |
5 years |
206(4)-6 |
Managing Director
Adviser
|
Managing Director
Adviser
|
|
● Copies
of proxy voting policies and procedures
● Record
of each client proxy received, each vote cast for those for whom the Firm votes
|
● Records
pertaining to the decision on each vote
● Copy
and record of each written client request for proxy voting information and Firm response
|
|
23. Compliance
records under this Manual, including, for example, any memoranda of:
● Investigations
of potential insider trading
|
5 years |
|
CCO |
CCO |
| |
|
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|
|
Exhibit
A: Annual Compliance Acknowledgement Form
I
acknowledge that I have received the Firm’s Compliance Manual, including the attached appendices, dated ___________, 20____.
In addition, I have read and understand the relevant portions of the Compliance Manual and all appendices applicable to my position
with the Firm, including specifically the Firm’s:
|
Insider
Trading Policy (Appendix A: Insider Trading Policy of the Compliance Manual);
|
|
(Please initial) |
|
| |
and |
|
Code
of Ethics (Section 8: Code of Ethics of the Compliance Manual) |
|
(Please initial) |
|
In
addition, I have completed, signed and dated the following:
| ● | Exhibit
B: Initial and Annual Report of Holdings; |
| ● | Exhibit
C: Conflicts of Interest /Outside Business Activity Form;
and |
| ● | Exhibit
D: Disciplinary Questionnaire. |
If
I had any questions concerning the policies and procedures described in the Compliance Manual and my responsibilities under those
policies and procedures, I have raised them with my manager and received satisfactory answers to my questions.
I
understand that any violation(s) of the policies and procedures set forth in the Compliance Manual is grounds for immediate disciplinary
action, which may include termination of employment, and may constitute a violation of applicable federal, state and local laws
and regulations.
I
certify that I have complied with, and affirm that I will continue to comply with, all applicable policies and procedures in the
Compliance Manual.
Access
Person:
Compliance
Reviewer:
Exhibit
B: Initial and Annual Report of Holdings
As
stated in the Firm’s Code of Ethics, each employee of the Firm must disclose holdings in Covered Securities as defined in
the Firm’s Code of Ethics. All information contained in this Initial and Annual Report of Holdings must be current as of
a date not more than 45 days from the date of this Report. All Firm employees must submit a signed Initial Report of Holdings
within 10 days after commencement of employment with the Firm or with 30-days of the fiscal year end, along with an annual confirmation
of accounts.
Failure
to deliver an accurate and timely Initial and Annual Report of Holdings is a serious breach of the Firm’s Code of Ethics
and may result in disciplinary action.
List
of Covered Accounts as defined in the Firm’s Code of Ethics:
List
of Covered Securities as defined in the Firm’s Code of Ethics
The
report of holdings in Covered Securities may be substituted with attached statements listing positions in Covered Securities.
| Name
of Security |
Ticker
/ CUSIP |
Amount |
Current
Market Value |
Date
of Acquisition |
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The
undersigned hereby certifies that the above referenced accounts and positions constitute an accurate report of their holdings
in Covered Securities as defined in the Firm’s Code of Ethics and that all information contained herein is not more than
45 days old as of today’s date.
Access
Person:
Compliance
Reviewer:
Exhibit
C: Conflicts of Interest /Outside Business Activity Form
The
Firm is required to monitor employee circumstances that may pose a potential conflict with our management of our clients. Please
complete this questionnaire and disclose the requested information. We will ask for a recertification of the information contained
in the questionnaire annually and further require you to provide any changes to the information promptly to the CCO.
Please
disclose the requested information for any entity (including any commercial business or not-for-profit organization) other than
the Firm in which, or from which, you (1) receive compensation; (2) take an active role in making management decisions; (3) serve
as an officer, director or general partner; or (4) provide any advice about investments.
| |
Name
of Entity |
|
Nature
of Affiliation or Title Held |
Public
Company? |
| 1. |
|
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|
☐
Yes ☐ No |
| 2. |
|
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|
☐
Yes ☐ No |
| 3. |
|
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|
☐
Yes ☐ No |
| 4. |
|
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|
☐
Yes ☐ No |
| 5. |
|
|
|
☐
Yes ☐ No |
Please
disclose whether your spouse or any immediate family member (including your parents, child or siblings) currently conducts business
or works for an entity that conducts business with the Firm.
| |
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| |
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| |
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| |
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| None: |
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| |
If
none, please initial |
| |
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|
Please
disclose whether your spouse or any immediate family member (including your parents, children or siblings) currently works for
a public company.
| |
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| None: |
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If
none, please initial |
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|
Please
note that these questions are intended to be broad in scope. If you have any question as to whether any particular arrangement
or relationship should be disclosed on this form, please consult the CCO.
The
undersigned hereby certifies that to the best of their knowledge, the information contained herein is true, accurate, and complete
as of the date indicated below.
Access
Person:
Compliance
Reviewer:
Exhibit
D: Disciplinary Questionnaire
Armada
ETFs is required to disclose its disciplinary history and the disciplinary history of its employees. Please complete this questionnaire
and disclose the required information. Although we will ask for a recertification of the information contained in the questionnaire
annually, you must provide promptly any changes to the information to the CCO.
In
the past ten years, have you:
| 1. |
Been
convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any
felony? |
☐
Yes ☐ No |
| |
|
|
| 2. |
Been charged with
any felony? |
☐ Yes ☐
No |
| |
|
|
| If your
answer to either of the foregoing is “Yes” please provide details: |
| |
| |
| |
In
the past ten years, have you:
| 1. |
Been
convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a
misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful
taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? |
☐
Yes ☐ No |
| |
|
|
| 2. |
Been charged with
a misdemeanor listed above? |
☐ Yes ☐
No |
| |
|
|
| If your
answer to either of the foregoing is “Yes” please provide details: |
| |
| |
| |
Has
the SEC or Commodities Futures Trading Commission (“CFTC”) ever:
| 1. |
Found
you to have made a false statement or omission? |
☐
Yes ☐ No |
| |
|
|
| 2. |
Found
you to have been involved in a violation of SEC or CFTC regulations or statutes? |
☐ Yes ☐
No |
| |
|
|
| 3. |
Found
you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked
or restricted? |
☐
Yes ☐ No |
| |
|
|
| 4. |
Entered
an order against you in connection with investment–related activity? |
☐ Yes ☐
No |
| |
|
|
| 5. |
Imposed
a civil money penalty on you or ordered you to cease and desist from any activity? |
☐
Yes ☐ No |
| |
|
|
| If your
answer to either of the foregoing is “Yes” please provide details: |
| |
| |
| |
Has
any other federal regulatory agency, any state regulatory agency or any foreign financial regulatory authority:
| 1. |
Ever
found you to have made a false statement or omission, or been dishonest, unfair or unethical? |
☐
Yes ☐ No |
| |
|
|
| 2. |
Ever
found you to have been involved in a violation of investment-related regulations or statutes? |
☐ Yes ☐
No |
| |
|
|
| 3. |
Ever
found you to have been a cause of an investment-related business having its authorization to do business denied, suspended,
revoked or restricted? |
☐ Yes ☐
No |
| |
|
|
| 4. |
In
the past ten years, entered an order against you or an advisory affiliate in connection with an investment-related activity? |
☐ Yes ☐
No |
| |
|
|
| 5. |
Ever denied, suspended
or revoked your registration or license, or otherwise prevented you from associating with an investment-related business or
restricted your activity? |
☐ Yes ☐
No |
| |
|
|
| If your
answer to either of the foregoing is “Yes” please provide details: |
| |
| |
| |
Has
any self-regulatory organization or commodities exchange ever:
| 1. |
Found
you to have made a false statement or omission, or been dishonest, unfair or unethical? |
☐
Yes ☐ No |
| |
|
|
| 2. |
Found
you to have been involved in a violation of its rules (other than a violation designated as a “minor rule violation”
under a plan approved by the SEC)? |
☐ Yes ☐
No |
| |
|
|
| 3. |
Found
you to have been the cause of an investment-related business have its authorization to do business denied, suspended, revoked,
or restricted? |
☐ Yes ☐
No |
| |
|
|
| 4. |
Disciplined
you by expelling or suspending you from membership, barring or suspending you from the association with other members, or
otherwise restricting your activities? |
☐ Yes ☐
No |
| |
|
|
| If your
answer to either of the foregoing is “Yes” please provide details: |
| |
| |
| |
Has
an authorization to act as an attorney, accountant or federal contractor granted to you ever been revoked or suspended?
☐ Yes ☐
No
Are
you subject to any regulatory proceeding that could result in a “YES” answer to any of the above?
☐ Yes ☐
No
Has
any domestic or foreign court:
| 1. |
In
the past ten years, enjoined you in connection with any investment-related activity? |
☐
Yes ☐ No |
| |
|
|
| 2. |
Ever
found that were involved in a violation of investment-related statutes or regulations? |
☐ Yes ☐
No |
| |
|
|
| 3. |
Ever
dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you by a state or foreign
financial regulatory authority? |
☐ Yes ☐
No |
| |
|
|
| If your
answer to either of the foregoing is “Yes” please provide details: |
| |
| |
| |
Are
you the subject of any civil proceeding that could result in a “YES” answer to the above?
☐ Yes ☐
No
If
you have any questions regarding this questionnaire and whether any particular event should be disclosed on this form, please
consult the CCO.
The
undersigned hereby certifies that to the best of their knowledge, the information contained herein is true, accurate, and complete
as of the date indicated below.
Access
Person:
Compliance
Reviewer:
Exhibit
E: Quarterly Transaction Report
Report
Submitted by: __________________________________________________
The
following table along with my monthly brokerage statements supplies the information required by the Code of Ethics.
For
the three months ending ____________, 20____, the following transactions were affected by me or on my behalf:
The
report of transactions in Covered Securities may be substituted with attached statements listing transactions in Covered Securities.
| Date
of Transaction |
Nature
of Transaction |
Title
and Type of Security |
Ticker
Symbol/
CUSIP Number |
Interest
Rate /
Maturity Date |
Number
of Shares |
Price |
Principal
Amount |
Broker,
Dealer, or Bank Where Held |
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The
undersigned hereby certifies that they are fully familiar with the Firm’s Code of Ethics, and that to the best of their
knowledge, the information contained furnished herein is true, accurate, and complete for the period described above.
| Access
Person: |
|
Compliance
Reviewer: |
|
| Name: |
Date: |
Name: |
Date: |
| |
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|
| Signature:
|
|
Signature: |
|
Exhibit
F: Quarterly Compliance Attestation Form
Each
of the below representations will be applicable for the period stated above.
GIFTS
& ENTERTAINMENT (Check one)
| ☐ |
I
have not given or received any gift valued in excess of $250 or any entertainment valued in excess of $500(during the prior
quarter) to or from a person in connection with the Firm’s business. |
| ☐ |
I
have reported to and received approval from the CCO for all gifts or entertainment given
or received valued in excess of $250 for gifts or valued in excess of $500 for entertainment (during the prior quarter) to
or from a person in connection with the Firm’s business. |
| ☐ |
I
have given or received the following gift(s) valued in excess of $250 or entertainment valued in excess of $500 in total since
during the prior quarter to or from a person in connection with the Firm’s business for which I did not receive approval
from the CCO: |
| Date |
Name
of Giver |
Name
of Recipient |
Approx.
Value |
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
OUTSIDE
BUSINESS ACTIVITIES (Check one)
| ☐ |
I
have not entered into any new outside business activities. |
| ☐ |
I
have reported to and received approval from the CCO for all new outside business activities. |
| ☐ |
I
have entered into the following new business activities for which I did not receive pre-approval from the CCO: |
| Date |
Nature
of Activity |
Name
of Business or Entity |
Compensation |
| |
|
|
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| |
|
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| |
|
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| |
|
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|
|
POTENTIAL
RECEIPT OF MATERIAL, NONPUBLIC INFORMATION (“MNPI”) (Check one)
| ☐ |
I
have not been privy to MNPI. |
| ☐ |
I
have notified the CCO that I may have been privy to MNPI and did not discuss such information with another party. |
If
neither of these statements are true, please contact the CCO immediately.
POLITICAL
CONTRIBUTIONS (Check one)
| ☐ |
I
have not made any political contributions. |
| ☐ |
I
have received approval from the CCO for all political contributions. |
| ☐ |
I
have made the following political contributions for which I did not receive pre-approval from CCO: |
| Date |
Nature
and Title of Recipient |
Office
Candidate is Seeking |
Compensation |
| |
|
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| |
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| |
|
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|
|
USE
OF SOCIAL MEDIA (Check one)
| ☐ |
I
have not used social media (including, but not limited to, LinkedIn, Facebook, or Twitter) in connection
with the Firm’s business (other than for research). |
| ☐ |
I
have used social media (including, but not limited to, LinkedIn, Facebook, or Twitter) in connection
with the Firm’s business (other than for research). Details are provided below: |
| Date |
Platform/Website |
Description
of Usage |
| |
|
|
| |
|
|
| |
|
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| |
|
|
|
CLIENT
COMPLAINTS (Check one)
| ☐ |
I
have not received any complaints from clients or investors. |
| ☐ |
I
have notified the CCO of all complaints from clients or investors that I have received. |
| ☐ |
I
have received the following complaints from clients or investors and did not notify the CCO: |
| Date |
Client
or Investor |
Description
|
| |
|
|
| |
|
|
| |
|
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| |
|
|
|
INVESTMENTS
IN LIMITED OFFERINGS (Check one)
| ☐ |
I
have not made any investments in any limited offerings (i.e., private placements). |
| ☐ |
I
have received approval from the CCO for all investments that I made in limited offerings. |
| ☐ |
I
have made the following investments in limited offerings for which I did not receive pre-approval from the CCO: |
| Date |
Company
or Fund |
Investment
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
| The
undersigned hereby certifies that to the best of their knowledge, the information contained herein is true, accurate, and
complete as of the date below. |
Access
Person:
Compliance
Reviewer:
Exhibit
G: Pre-Clearance Trading Approval Form
The
pre-clearance form documents that the proposed transaction is not a conflicting transaction. Pre-clearance must be granted prior
to placing a trade and is only good for the day of the approval.
| 1. |
Security Name: |
|
| 2. |
Ticker or Symbol: |
|
| 2. |
Transaction
Type: |
Security
Type: |
| |
☐ Buy
☐ Sell
☐ Short
☐ Buy
to Cover |
☐ Common
Stock
☐ Option
☐ Debt
☐ Other:
______________ |
| 3. |
If applicable,
is the equity a “New Issue”? |
☐ Yes ☐
No |
| 4. |
Is the
investment a private placement, including partnership investments or venture capital investments? |
☐ Yes ☐
No |
| 5. |
Number
of Shares/Contracts/Principal Amount (if any): |
|
| 6. |
Custodian: |
|
| |
Account Number: |
|
| 7. |
The
undersigned certifies that they do not have any inside information or other knowledge pertaining to this proposed transaction
that constitutes a violation of Firm policy or applicable securities laws. |
| 8. |
|
| |
|
|
|
|
The
undersigned hereby certifies that to the best of their knowledge, the information contained herein is true, accurate, and complete
as of the date below.
| Portion
Below This Line to be Completed by CCO or Designee |
| Is
the security or name on the Restricted Trading List? |
☐ |
Yes |
☐ |
No |
|
| Approved: |
☐ |
Denied: |
☐ |
|
| |
Date: |
|
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| CCO
Signature |
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| |
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| Comments
(Optional): |
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Exhibit
H: Outside Business Activities Pre-Approval Request Form
Access
Persons are prohibited from engaging in outside business activities, including paid or unpaid board memberships or directorships
at for-profit or non-profit entities, without receiving the prior, written, mutual, approval of the Firm’s CCO pursuant
to a completed copy of this request form. Engaging in any outside business activity without pre-approval may constitute grounds
for discipline, including and up to termination of employment.
| 1. |
Name: |
|
| 2. |
Name of the entity: |
|
| 3. |
Your expected title
at the entity: |
|
| 4. |
Brief
description of the entity’s business or purpose, and the anticipated nature of your role at the entity: |
| |
|
| |
|
| |
|
| 5. |
Will
you be compensated for the proposed outside business activity? |
☐ Yes ☐
No |
| 6. |
Will
the outside business activity require you to provide advice or recommendations regarding the value, purchase, and/or sale
of assets, such as securities? |
☐ Yes ☐
No |
| 7. |
Is the
entity publicly traded? |
☐ Yes ☐
No |
| 8. |
Does
the entity have, or intend on having, a business relationship with the Firm? |
☐ Yes ☐
No |
| 9. |
Do you
have reason to believe that your proposed outside business activity will negatively impact your performance of your duties
owed to the Firm? |
☐ Yes ☐
No |
| 10. |
Do you
have reason to otherwise believe that your proposed outside business activity will otherwise give rise to conflicts of interest
between any of the Firm, its clients, or investors? |
☐ Yes ☐
No |
| |
|
|
|
If
you answered “Yes” to any of questions 8 through 10, please provide a brief explanation in the space below. You may
supplement this request with additional pages if needed.
The
undersigned hereby certifies that to the best of their knowledge, the information contained herein is true, accurate, and complete
as of the date below.
| Signature: |
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Date: |
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| Name: |
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Portion
Below This Line to be Completed by CCO or Designee |
| Approved: |
☐ |
Denied: |
☐ |
|
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|
Date: |
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| Signature |
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| Comments
(Optional): |
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Exhibit
I: Political Contribution Pre-Approval Request Form
The
“Pay to Play Rule” restricts certain political contributions or other payments made by employee, which can, in some
instances, disqualify the Firm from receiving compensation for managing the assets of certain public pension funds. Accordingly,
all political contributions must be pre-approved by the CCO pursuant to a completed copy of this form.
The
CCO may approve or deny your request for any reason or no reason. Providing a Contribution without pre-clearance where required
may constitute grounds for discipline, including and up to termination of employment.
| Name of
individual (or entity) that made the Contribution: |
|
| Name of candidate/political
party/political action committee to whom Contribution was made (for candidates, include name, title and any city/county/state/federal
or other political subdivision affiliation): |
|
| Date of Contribution: |
|
| Form of Contribution
(campaign contribution, gift, loan, fundraising activity, volunteering time, etc.) |
|
| Amount of Contribution
(if non-cash, value of Contribution): |
|
| Office to which candidate
seeks or sought election: |
|
| Candidate’s position
at time of Contribution, if any: |
|
| To
the best of your knowledge, did or does the position to which the candidate seeks election or the position held by the candidate
at the time of the election: (a) involve direct or indirect responsibility for, or confer the ability to influence the outcome
of, the hiring of an investment adviser by a government entity; or (b) involve authority to appoint any person who is directly
or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity? |
☐
Yes ☐ No |
| |
|
| Has
your spouse, domestic partner, minor children or other immediate family members living in your household made Contributions
to the above referenced official/candidate? |
☐ Yes ☐
No |
| |
|
If
so, please provide details of such Contribution:
The
undersigned hereby certifies that (i) all information provided herein is accurate and complete; and (ii) none of the Contributions
or payments set forth above was made for the purpose of influencing the official conduct of any public official of a government
entity or candidate for such office.
| Portion
Below This Line to be Completed by CCO or Designee
|
Approved: |
☐ |
Denied: |
☐ |
|
|
Further
comments (optional): |
| |
|
| |
Date: |
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| CCO
Signature |
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Exhibit
J: New Employee Political Contribution Disclosure Form
The
Pay to Play Rule puts restrictions on certain political contributions or other payments made by the Firm and its employees and
contains “look back” provisions which provide that contributions or payments made by employees prior to joining the
Firm can, in some instances, disqualify the Firm from receiving compensation for managing the assets of certain public pension
funds. All new hires must complete and return the attached form prior to commencing employment. Please direct any questions to
the CCO.
Set
forth below is each direct or indirect “Contribution”1 made by the undersigned to an official of a government
entity (including any state, city, county or other political subdivision and any instrumentality thereof) or candidate for such
office, and each direct or indirect payment to a political party of a state or political subdivision thereof, in each case during
the two-year period prior to the date of this Disclosure Form. Attach additional pages as necessary.
| Name
of individual (or entity) that made the Contribution: |
|
| Name
of candidate/political party/political action committee to whom Contribution was made (for candidates, include name, title
and any city/county/state/federal or other political subdivision affiliation): |
|
| Date
of Contribution: |
|
| Form
of Contribution (campaign contribution, gift, loan, fundraising activity, volunteering time, etc.) |
|
| Amount
of Contribution (if non-cash, value of Contribution): |
|
| Office
to which candidate seeks or sought election: |
|
| Candidate’s
position at time of Contribution, if any: |
|
| To
the best of your knowledge, did or does the position to which the candidate seeks election or the position held by the candidate
at the time of the election: (a) involve direct or indirect responsibility for, or confer the ability to influence the outcome
of, the hiring of an investment adviser by a government entity; or (b) involve authority to appoint any person who is directly
or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity? |
☐
Yes ☐ No |
| |
|
| Has
your spouse, domestic partner, minor children or other immediate family members living in your household made Contributions
to the above referenced official/candidate? |
☐ Yes ☐
No |
| |
|
If
so, please provide details of such Contribution:
The
undersigned hereby certifies that (i) all information provided herein is accurate and complete; and (ii) none of the Contributions
or payments set forth above was made for the purpose of influencing the official conduct of any public official of a government
entity or candidate for such office.
1
“Contribution” is broadly defined and means the giving of anything of value in connection with any election
for US federal (if the candidate running for US federal office currently holds a US state or local political office), state or
local 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). Note that you must disclose contributions
made by a spouse, domestic partner, minor children and other immediate family members living in your household.
Exhibit
K: Gifts and Entertainment Disclosure and Request Form
| Name: |
|
|
| Date
of gift or entertainment: |
|
|
| |
|
|
| This
request is covers: |
☐ |
a
gift |
☐ |
given
to: |
|
| ☐ |
Entertainment |
☐ |
received
from: |
| |
Name
of recipient or provider, as applicable |
| Approximate
value: |
|
|
| |
|
|
| Please
describe the gift or entertainment given or received and details regarding ancillary items (e.g., car ride home). |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
|
|
|
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|
The
undersigned hereby certifies that to the best of their knowledge, the information contained herein is true, accurate, and complete
as of the date below.
| Signature: |
|
|
Date: |
|
|
| Name: |
|
|
|
Portion
Below This Line to be Completed by CCO or Designee |
| Approved: |
☐ |
Denied: |
☐ |
|
|
| |
Date: |
|
|
| CCO
Signature |
|
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|
|
| Comments
(Optional): |
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Exhibit
L: Trade Error Report
| Date
of error: |
|
|
| Issuer
and/or symbol: |
|
|
| Quantity
bought or sold in error: |
|
|
| Quantity
bought or sold to correct: |
|
|
| Broker(s)
and brokerage cost: |
|
|
| Total
cost of error: |
|
|
| Explanation
(identify trader) |
| |
| |
| |
| |
| |
| Remedial
action taken to correct: |
| |
| |
| |
| |
| |
| Action
taken to prevent reoccurrence of similar error: |
| |
| |
| |
| |
| |
| Further
comments (optional): |
| |
| |
| |
| |
| |
| |
Date: |
|
|
| Reporting
Staff Signature |
|
|
| |
Date: |
|
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| CCO
Signature |
|
|
Exhibit
M: Broker Instruction Letter
Date
|
|
| |
| Broker
Name |
| AddressLine1 |
| AddressLine2 |
| |
| Re: |
Name
of Personnel/Family Member and Account Number |
| |
To
Whom It May Concern:
In
connection with the above-referenced brokerage account(s), please be advised that my employer, Armada ETFs, should be
added as an “Interested Party.”
Please
arrange to send copies of all trade confirmations and account statements relating to the above-referenced brokerage account
to my employer on a monthly basis. Please send the requested documentation, ensuring that the account holder’s name
and account number appears on all correspondence, to:
ATTN
CCO Name, CCO
Armada
ETFs
Address
City,
State ZIP
Thank
you very much for your cooperation in this request.
|
| |
Sincerely, |
| |
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|
| |
|
|
| |
|
|
| |
Print
Name |
|
| |
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|
Exhibit
N: Expert Network Questionnaire
Prior
to the commencement of a phone call or meeting with an Expert, the Expert must answer or complete the following Expert Network
questionnaire. Certain answers to the questionnaire may require additional approval from Armada ETFs’ CCO. The following
oversight questionnaire may be built into the pre-screening process for approved Expert Networks. For approved Experts outside
of an Expert Network, the following questionnaire should be received directly from the Expert.
| 1.
|
Have
you received any monetary compensation or any other form of payment or fee from a public company, including, but not limited
to, your current employer, within the last six months? |
☐
Yes ☐ No |
| |
If
so, please provide the name(s) of the company(ies) below: |
|
| |
|
|
| |
|
|
| |
|
|
| 2.
|
Do
you confirm that your Expert profile and/or biographical information provided to Armada ETFs is accurate and up to date with
regard to your employment and directorships? |
☐
Yes ☐ No |
| 3.
|
If
you are employed, have you confirmed with your employer that you are permitted to engage in consulting services such as this
project? If you are not employed, please answer “N/A.” |
☐
Yes ☐ No ☐ N/A |
| 4.
|
Please
confirm your understanding of the below “Expert Disclaimer” by answering “Yes” or “No”: |
☐
Yes ☐ No |
| |
|
|
|
|
| Expert
Disclaimer |
Armada
ETFs actively invests in the capital markets and is reaching out to you to gather information related to industry group trends
and outside vertical reads. As a reminder, the purpose of speaking to you is to obtain your independent insight as it relates
to an industry, sector, and/or company. Therefore, you should not:
● Disclose material, non-public information about a public company;
● Disclose information that you have a contractual or fiduciary duty to keep confidential;
● Disclose information that you obtained from any person who expects you to keep it confidential;
● Disclose any trade secrets or other proprietary information not owned solely by you; or
● Participate in this conversation if doing so will violate applicable law, any agreement
with, or other obligation to, any person, employer, former employer, or other entity. |
The
undersigned hereby certifies that to the best of their knowledge, the information contained herein is true, accurate, and complete
as of the date indicated below.
Access
Person:
Compliance
Reviewer:
Exhibit
O: Expert Call/Meeting Pre-Approval Form
This
form is to be used to seek approval to speak with an Expert who is to be retained and compensated directly by the Firm and is
not associated with an approved Expert Network.
| Date
of proposed call/meeting: |
|
|
| Name of Expert’s
employer: |
|
|
| Expert’s Name: |
|
|
| Expert’s Title: |
|
|
General
description of the topic(s) discussed:
By
signing below, I certify and acknowledge the following:
| ● | I
agree not to, and understand that it may be a violation of federal and state securities laws, to knowingly seek out from any Expert
and/or employee of the Expert noted above, any confidential or material non-public information concerning any company with which
the Expert has or has had a consulting, advisory, employment or similar relationship; |
| ● | I
agree to read the “Expert Disclaimer,” as excerpted below, to the Expert prior to our call or meeting; |
| ● | Even
though I do not intend to discuss material non-public or confidential information with the
Expert, if I believe that I may have received such information, I will immediately report any such disclosure to the CCO; and |
| ● | To
the best of my knowledge, the Expert with whom
I intend to speak or meet with is not a client of the Firm or an investor
in the Firm’s Fund(s). |
| Expert
Disclaimer |
Armada
ETFs actively invests in the capital markets and is reaching out to you to gather information related to industry group trends
and outside vertical reads. As a reminder, the purpose of speaking to you is to obtain your independent insight as it relates
to an industry, sector, and/or company. Therefore, you should not:
● Disclose material, non-public information about a public company;
● Disclose information that you have a contractual or fiduciary duty to keep confidential;
● Disclose information that you obtained from any person who expects you to keep it confidential;
● Disclose any trade secrets or other proprietary information not owned solely by you; or
● Participate in this conversation if doing so will violate applicable law, any agreement
with, or other obligation to, any person, employer, former employer, or other entity. |
The
undersigned hereby certifies that to the best of their knowledge, the information contained herein is true, accurate, and complete
as of the date below.
| Portion
Below This Line to be Completed by CCO or Designee |
Approved: |
☐ |
Denied: |
☐ |
|
|
Further
comments (optional): |
| |
|
| |
Date: |
|
|
|
| |
|
| CCO
Signature |
|
|
|
| |
|
|
|
|
|
|
|
|
