Exhibit P(14)

Insight Capital Research & Management, Inc.

Professional Conduct

Intent of Professional Conduct Policy

The intent of this policy is to prevent violations of the securities laws, fraud, and/or the appearance of or an actual conflict of interest by all of Insight’s advisory personnel, officers, partners, directors and employees (collectively, “employees”). Therefore, if you believe the following policy does not address all situations in which a violation, fraud or conflict of interest might occur, you must bring it to the immediate attention of the Chief Compliance Officer or a Senior Manager of the firm.

Fiduciary Duty, Securities Laws Compliance and Code of Ethics

As a registered investment adviser, Insight has a fiduciary duty to each of its clients and all Insight employees have a duty to Insight to conduct themselves so that Insight carries out those fiduciary duties. Further, Insight and its employees must comply with all applicable securities laws, including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury, each as amended. In addition, Insight, its employees and affiliated persons must adhere to Insight’s code of ethics as set forth in this Compliance Procedure Manual, including Insight’s Personal Trading Policy as set forth below (which includes the Pre-Approval Process set forth Exhibit A hereto) and the Code of Ethics of Professional Conduct, as amended, established by the CFA Institute (formerly the Association for Investment Management and Research) set forth in Exhibit B hereto. While the CFA Code of Ethics of Professional Conduct specifically references and applies only to CFA Institute chartered financial analysts and candidate chartered financial analysts, all employees are expected to adhere to this Code as well as policies and procedures implemented by Insight as if each employee was a chartered financial analyst member of the CFA Institute.

Among other things, this means that neither Insight nor any of its employees or affiliated persons, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by an Insight client, may (1) employ any device, scheme or artifice to defraud the client; (2) make any untrue statement of a material fact to the client or omitting to state a material fact necessary to make the statements to the client, in light of the circumstances under which they are made, not misleading; (3) engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the client; or (4) engage in any manipulative practice with respect to the client. A “security held or to be acquired by an Insight client” means any reportable security (as defined in Exhibit A) that, within the previous 15 days (i) is or has been held by the client, (ii) is being or has been considered by the client or Insight for purchase by the client, and (iii) any option to purchase or sell, and any security convertible or exchangeable for, a reportable security described in (i) or (ii).

As stated in the CFA Institute Code of Ethics, employees cannot use non-public (i.e. “insider”) information in determining whether to buy/sell a stock or recommend the purchase/sale of a stock for clients or for personal accounts over which you have beneficial ownership. In addition, do not disclose non-public information, such as recommended trades, to anyone outside the firm (including family members), or enter orders in your beneficial ownership accounts based on insider (non-public) information, obtained through our internal research or brought to your attention by persons outside the company (Rule 204A-1 of Investments Advisers Act of 1940, as amended).

Employees are expected to use sound judgment and not enter into any securities or business transactions that may create an appearance of a conflict of interest. A conflict of interest could, for example, be construed to be the acceptance of public or non-public securities from a client or broker, or the opportunity to invest in a public or non-public security from a client or broker through a limited offering. Furthermore, a conflict of interest can be present if an investment opportunity through a limited offering is purchased by an Insight employee when such security is appropriate for clients to invest in on both a financial and legal basis.

Violation of company policies, including but not limited to this code, will lead to disciplinary action, up to and including immediate termination of your employment with Insight, and may result in actions by Insight or the SEC to recover damages resulting from any violation. Employees must promptly report any violations of this code immediately to the attention of the Chief Compliance Officer. Reports may be anonymous and neither Insight nor any employee may retaliate against anyone who reports a violation.

Personal Trading Policy

Pre-Approval Process

Each employee desiring to effect a personal trade of securities shall comply with the Pre-Approval Process set forth in Exhibit A hereto.

Personal Securities Reporting

Each new Insight employee must submit a written report to Insight, as soon as practicable after hire (but not later than 10 days thereafter), listing all accounts and the reportable securities held therein for the direct or indirect benefit of the new employee as well as the name of the institution at which such accounts are maintained. All such information reported by the new employee must be current as of a date not more than 45 days before the date the new employee submits the report. Each new employee also must ensure that following each calendar quarter thereafter (i) Insight timely receives duplicate statements and confirms of reportable holdings and transactions in all existing or new accounts for that quarter and (ii) the new employee timely reports on the forms provided by the Chief Compliance Officer, all as described below, any reportable securities holdings and transactions for that quarter not included on account statements or confirms.

Within 20 days after the end of each calendar quarter, all Insight employees must provide confirms and statements of all accounts in which reportable securities are or have been held for the direct or indirect benefit of the employee for that quarter. To the extent that these confirms and statements do not report all reportable securities holdings and transactions for an employee, the employee must complete and submit such information on the form(s) provided by the Chief Compliance Officer within 20 days after the end of each such quarter.

All duplicate confirms and statements should be forwarded to the following address:

Insight Capital Compliance

1630 N. Main Street, #63

Walnut Creek, CA 94596

The due dates for reporting quarterly transaction information, required within 20 days of the calendar quarter end, are as follows:

Revised March 2009

Insight Capital Research & Management, Inc.

Quarter End	Due Date
March 31st	April 20th
June 30th	July 20th
September 30th	October 20th
December 31st	January 20th

If the due date falls on a non-business day, the information is due on the business day before the due date listed above.

Review of Personal Securities Reports and Information

Following the end of each calendar quarter, the Director of Trading and the Chief Compliance Officer will review the personal securities information submitted by employees and Insight’s restricted securities list to (i) verify that such transactions comply with Insight’s internal policies and procedures as well as applicable securities laws and regulations, including but not limited to Rule 204A-1 under the Investment Advisers Act of 1940, as amended, and Rule 17j-1 under the Investment Company Act of 1940, as amended, and (ii) assess whether the employee is trading for his/her own account in the same securities on the restricted list. In addition, the Director of Trading and the Chief Compliance Officer will make analyses from time to time to identify potential or actual conflicts of interest and patterns that may indicate abuse, including, as appropriate, reviewing any substantial disparities between the quality of performance achieved by an employee and by Insight’s clients. The Chief Compliance Officer will review the securities transactions and holdings of the Director of Trading. The Director of Trading will review the securities transactions and holdings of the Chief Compliance Officer.

Recording Keeping

The Chief Compliance Officer is responsible for maintaining copies of the code of ethics, including amendments, as well as the employees’ written acknowledgement of receipt of the code. In addition, the Chief Compliance Officer, in conjunction with the Director of Trading, is responsible for maintaining records of the holdings and transaction reports made by employees, records of violation and actions taken as a result of violations, and any records of decisions by authorized management to allow employees to acquire securities in IPOs and limited offerings. Please see Insight’s general recordkeeping policies and procedures for more detailed recordkeeping requirements under this code.

Revised March 2009

Insight Capital Research & Management, Inc.

Exhibit A

Personal Trading Policy

Pre-Approval of Transactions

It is your responsibility to review your own investments and consider your own conduct to ensure you do not place Insight in a position where a conflict of interest or fraudulent situation may exist. However, you must also pre-clear transactions in all securities, including:

1. All equities

2. REITS

3. Closed end mutual funds and unit trusts

4. Convertible corporate bonds

5. Calls, puts, warrants (The underlying security must be pre-cleared.)

6. Secondary and other public offerings (Investments in IPOs are generally prohibited.)

7. Limited offerings

8. ETFs

For purposes of having a record, exercise of stock options that are granted under an employer stock option plan by your spouse’s employer must be reported. You are also required to disclose your spouse’s participation in this plan and report these transactions on your quarterly statement. (Subsequent sale of stock in public market must be pre-cleared.)

Generally, once pre-cleared, you will be authorized to transact in that security for the trading day, as the pre-clearance system denies requests based on security and not by transaction type.

It is the employee’s responsibility to remain informed about the current procedure for pre-clearance and to ensure they do not transact in a security outlined above which has not been approved through the preclearance process.

Examples of transactions that you do not have to pre-clear:

1. Direct obligations of the U.S. (treasury notes, bonds, etc.).

2. Open End Mutual Fund purchases or sales (stock, money market, etc.), provided that Insight is not providing investment advice to the Fund.

3. Transactions effected in any account over which you have no direct influence or control (i.e. private account managed by another investment adviser (cannot be a broker) on a full discretionary basis).

4. Non-discretionary transactions (i.e. effected by a broker to meet margin requirements, stock put or called that was previously pre-cleared and authorized to buy/sell puts/calls, transactions effected pursuant to an automatic investment plan).

5. Fixed income investments, money market funds, CD’s, corporate bonds, GHMA & Municipal bonds, etc., which are not convertible into stock/equity.

Reportable Securities

1. All securities for which pre-clearance is required.

2. All other securities, including government and corporate bonds, which are not exempt from reporting requirements. Exempt securities are noted below.

3. For separate accounts managed by another investment adviser (item 3 above), Insight should receive a copy of the signed agreement between you and the adviser so that we have documentation of the full discretionary account status.

Revised March 2009

Insight Capital Research & Management, Inc.

Reportable Securities (cont’d)

4. Non-discretionary transactions (i.e. effected by a broker to meet margin requirements, stock put or called that was previously pre-cleared and authorized to buy/sell puts/calls).

Securities Exempt from Reporting

1. Transactions and holdings in direct obligations of the Government of the United States.

2. Money market instruments—bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments.

3. Shares of money market funds.

4. Transactions and holdings in shares of open-ended mutual funds, unless Insight or a control affiliate acts as the investment adviser or principal underwriter for the fund.

5. Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated (not managed by Insight) mutual funds.

Employee Accounts Managed By Insight

The following policy pertains to accounts beneficially owned by you for whom Insight is responsible for directing trades (either in a separate account or wrap program).

1. You must obtain written approval from the Chief Compliance Officer, Director of Investment Management, Director of Trading or CEO prior to opening an account or placing restrictions on the account. You will be required to meet the same suitability criteria as other clients.

2. Close/liquidation of employee accounts under Insight’s management will be completed as with any other client.

3. You will be required to notify Insight of pertinent information that may affect your suitability in this investment.

4. The account will be traded as other client accounts under that specific investment strategy and orders will be aggregated with client accounts when possible. You will be subject to the same administrative requirements, however, minimum account sizes may be waived depending on the strategy.

5. You must pay all fees associated with the account. (Management fees to Insight will be waived when possible.)

6. You must accept all risks (including financial costs) associated with the investment including changes to personal trading policies as a result of any review and determination by regulators or Insight. At this time, regulations do not prohibit employees from investing in the company strategy, however, please note that these accounts are routinely audited during regulatory on-site visits.

7. It is your personal responsibility to be aware of regulations concerning the personal investments of investment advisory personnel. In addition, changes in regulations or determinations by regulators may impose financial risk. It is your responsibility to assume this liability.

For more information about opening an Insight managed account, please see the Director of Trading. To obtain new account paperwork, as well as Insight’s FORM ADV Part II, please see the marketing department or wrap program sponsor.

Insight’s clients are always our first priority. Personal transactions will not interfere with the responsibilities of servicing our clients.

Revised March 2009

Insight Capital Research & Management, Inc.

The employee acknowledges that Insight is a registered investment adviser firm and that any security could be restricted without notice and/or visibility at any time, limiting an employee’s ability to further transact in that security.

Revised March 2009

Insight Capital Research & Management, Inc.

Exhibit B