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Nicholas Investment Partners, L. P. Code of Ethics


Contents
Statement of General Policy	4
Definitions	5
Standards of Business Conduct	7
Prohibition Against Insider Trading	8
Introduction	8
General Policy	8
What is Material Information?	8
What is Nonpublic Information?	8
Identifying Inside Information	9
Contacts with Public Companies	9
Tender Offers	9
Restricted Securities	9
Insider Trading Procedures	9
Personal Securities Transactions	11
General Policy	11
Procedures for Personal Securities Transactions	11
Access Persons	11
Pre-clearance required for Reportable Securities	11
Securities and Transactions Exempt from Pre-clearance	11
Pre-Clearance Required for Private or Limited Offerings	12
Investment Management Personnel	12
Prohibition from Participation in IPOs	12
Blackout Periods	12
Front-Running	12
Short-Term Trading Profit Limitations	13
Contrary Positions	13
Procedures for Securities Transactions in Related Accounts	13
Personal Transaction Reporting Requirements	13
Brokerage Accounts	13
Initial Holdings Report	14
Annual Holdings Report	14
Quarterly Transaction Reports	14
Exempt Transactions	14

Nicholas Investment Partners, L.P. Code of Ethics

Statement of General Policy

Nicholas Investment Partners, L.P. (“Nicholas”) has adopted this Code of Ethics (“Code”) which has been designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”).

The Code establishes rules of conduct for all employees of Nicholas and is designed to, among other things; govern personal securities trading activities in the accounts of employees, immediate family/household accounts and accounts in which an employee has a beneficial interest. The Code is based upon the principle that Nicholas and its employees owe a fiduciary duty to Nicholas’s clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

The Code is designed to ensure that the high ethical standards long maintained by Nicholas continue to be applied. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct.

Pursuant to Section 206 of the Advisers Act, Nicholas and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that the Nicholas has an affirmative duty to act solely in the best interest of its clients.

Nicholas and its employees are subject to the following specific fiduciary obligations when dealing with clients:

The duty to have a reasonable, independent basis for the investment advice provided;
The duty to seek to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;
The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and
A duty to be loyal to clients.

In meeting its fiduciary responsibilities to its clients, Nicholas expects every employee to demonstrate the highest standards of ethical conduct for continued employment with Nicholas. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with Nicholas. Nicholas's reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of the CCO, the Chief Compliance Officer, for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Nicholas

The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of Nicholas in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the Chief Compliance Officer.

Nicholas' Partner Committee has appointed the CCO as the firm’s Chief Compliance Officer (“CCO”). The CCO is responsible for administering the firm’s compliance program and reports periodically to the Partner Committee on the status of the firm’s Code and overall compliance program. In the absence of the CCO any member of the Partner Committee may act as a designee for the CCO. The Partner Committee has also designated Loretta LoMonaco to assist the CCO in implementing the firm’s compliance program.

Nicholas Investment Partners, L.P. Code of Ethics

The CCO may grant exceptions to certain provisions contained in the Code only in situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.

Definitions

For the purposes of this Code, the following definitions shall apply:

“Access Person” means any Supervised Person who: has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable fund our firm or its control affiliates manage or has access to such recommendations; or is involved in making securities recommendations to clients that are nonpublic. For the purposes of this code, all employees will be deemed Access Persons due to their level of access to Nicholas’ trading and reporting systems.

Nicholas has engaged Infracore (IT outsourcing) to provide on-site services related to monitoring and maintaining our information technology infrastructure. Employees of Infracore are not considered Supervised Persons under this Code because they are not employees of the firm.

While employees of Infracore are not Supervised Persons under the code, they do have access to Nicholas’ trading systems. Due to on-site Infracore employee’s level of access, Nicholas has established a policy where onsite Infracore employees will adhere to our Personal Securities Transactions procedures and acknowledge receipt and understanding of our Code.

“Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a- 1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder. The concept of "Beneficial Ownership" of securities is broad. It includes not only securities a person owns directly, and not only securities owned by others specifically for his or her benefit, but also (i) securities held by his or her spouse, minor children and relatives who live full time in his or her home, and (ii) securities held by another person if by reason of any contract, understanding, relationship, agreement or other arrangement the employee obtains benefits substantially equivalent to ownership.
“Covered Account” means accounts of any employee and includes accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest, controls or exercises investment discretion.
“Fund” means an investment company registered under the Investment Company Act.
“Related Accounts” there are multiple accounts managed by the firm that are beneficially owned or controlled by the principals and managed in a manner that is different than any product offered by the firm to its clients. Generally, these accounts are managed in concentrated, tax-managed strategies that are usually not suitable for institutional investors and their investment guidelines. These accounts are managed according to the Investment Management Agreements between the firm and the principals of the firm in highly concentrated, tax-sensitive strategies. For the purposes of this Code the Related Accounts are Covered Accounts and subject to trading restrictions on personal securities

Nicholas Investment Partners, L.P. Code of Ethics

transactions. Please refer to the “Procedures for Securities Transactions in Related Accounts” section for additional information regarding the Related Account transactions.

“Reportable Fund” means any registered investment company, i.e., mutual fund, for which our Firm, or a control affiliate, acts as investment adviser, as defined in section 2(a) (20) of the Investment Company Act, or principal underwriter.
“Reportable S ecurity” means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open- end registered mutual funds, unless Nicholas or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless Nicholas or a control affiliate acts as the investment adviser or principal underwriter for the fund.
“Supervised P erson” means directors, officers and partners of Nicholas (or other persons occupying a similar status or performing similar functions); employees of Nicholas; and any other person who provides advice on behalf of Nicholas and is subject to Nicholas's direct supervision and control.
“Track Record Accounts” the firm manages assets in multiple strategies for which the principals are beneficial owners. The principals of the firm funded multiple accounts that are managed according to our Small Cap, Growth Equity and Convertibles investment strategies. These accounts (referred to as “Track Record Accounts”) are managed in the same manner as other accounts within the respective strategies.
The accounts participate in block trades and allocations alongside other accounts in the strategy as outlined in our trade allocation and rotation policy. This includes the allocation of IPOs. While the principals are the beneficial owners of these accounts we do not treat these accounts as Covered Accounts because they trade like all other eligible accounts in the respective strategy.

Nicholas has engaged Infracore (IT outsourcing) to provide on-site services related to monitoring maintaining our information technology infrastructure. Employees of Infracore are not considered Supervised Persons under this Code due to the lack of direct supervision and control.

While employees of Infracore are not Supervised Persons under the code, they do have access to Nicholas’ trading systems. Due to their level of access, Nicholas has established a policy where onsite Infracore employees will adhere to our Personal Securities Transactions procedures and acknowledge receipt and understanding of our Code.

Nicholas Investment Partners, L.P. Code of Ethics

Standards of Business Conduct

Nicholas places the highest priority on upholding its fiduciary responsibility to its clients and maintaining its reputation for integrity and professionalism. The confidence and trust placed in our firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct set forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires all Supervised Persons to comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”).

Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all Nicholas's Supervised Persons as defined herein. These procedures cover transactions in a Reportable Security in which a Supervised Person has a beneficial interest in or accounts over which the Supervised Person exercises control as well as transactions by members of the Supervised Person’s immediate family.

Section 206 of the Advisers Act makes it unlawful for Nicholas, its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules thereunder.

Nicholas Investment Partners, L.P. Code of Ethics

Prohibition Against Insider Trading

Introduction

Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose Supervised Persons and Nicholas to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, Supervised Persons and Nicholas may be sued by investors seeking to recover damages for insider trading violations.

The rules contained in this Code apply to securities trading and information acquired by Supervised Persons of Nicholas and their immediate family members.

The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the CCO immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.

General Policy

No Supervised Person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by Nicholas), while in the possession of material, nonpublic information, nor may any personnel of Nicholas 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 it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material. For this reason, you should direct any questions about whether information is material to the CCO.

Material information often relates to a company’s 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, liquidation problems, and extraordinary management developments.

Material information may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column.

You should also be aware of the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to Nicholas's securities recommendations and client securities holdings and transactions.

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 the Internet; a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

Nicholas Investment Partners, L.P. Code of Ethics

Identifying Inside Information

Before executing any trade for yourself or others, including investment funds or private accounts managed by Nicholas (“Client Accounts”), you must determine whether you have access to material, nonpublic information. If you think you may have access to material, nonpublic information, you should 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 investment funds or private accounts managed by the firm.
Do not communicate the information inside or outside the firm, other than to the CCO.
After the CCO has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

You should consult with the CCO before taking any action. This high degree of caution will protect you, our clients, and the firm.

Contacts with Public Companies

Contacts with public companies may represent an important part of the firm’s research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a Supervised Person of Nicholas or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, Nicholas must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact the CCO immediately if you believe that you may have received material, nonpublic information.

Tender Offers

Tender offers represent a particular concern in the law of 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 (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised Persons of Nicholas and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

Restricted Securities

Although Nicholas does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to restrict certain securities from being traded by the firm or its employees.

The Firm may classify certain securities as restricted in the firm’s compliance monitoring tool. Supervised Persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period the securities are restricted. Securities issued by companies about which a number of Supervised Persons are expected to regularly have material, nonpublic information will generally be placed on restriction. The CCO shall take steps to immediately restrict the security and inform all Supervised Persons of the securities listed on the restricted list.

Insider Trading Procedures

In an effort to prevent insider trading, through his own efforts or as delegated to qualified persons under his supervision, the CCO will do the following:

Nicholas Investment Partners, L.P. Code of Ethics

Answer questions and document responses regarding the Adviser's policy and procedures
Provide, on a regular basis (no less than annually), an educational program to familiarize Supervised Persons with the Adviser's policy and procedures
Require each Supervised Person to acknowledge his or her receipt and compliance with the Adviser’s compliance program on an annual basis, and retain acknowledgements among the Adviser's central compliance records
Resolve issues of whether information received by an employee of the Adviser is material and non-public and document findings
Review on a regular basis and update as necessary the Adviser's policy and procedures and document any resulting amendments or revisions
When it is determined that an employee of the Adviser has material non-public information, implement measures to prevent dissemination of such information, and if necessary, restrict Access Persons from trading in the securities personally or for client accounts

In an effort to detect insider trading, through his/her own efforts or as delegated to qualified persons under his/her supervision, the CCO or designee will perform the following actions:

Review the trading activity reports filed by each Access Person of the Adviser, documenting findings by initialing and dating the forms or reports reviewed
Review the duplicate confirmations and/or statements and related documentation of personal and Related Accounts maintained by officers, directors and Access Persons versus the activity in the fund(s) advised by the Adviser
Require officers, directors and Access Persons to submit periodic reports of personal trading activity, and to attest to the completeness of each individual's disclosure of outside accounts at the time of hiring and at least annually thereafter
Perform key-word searches on employees’ incoming and outgoing emails and instant messages for evidence of insider trading

To determine whether the Adviser's Access Persons have complied with the rules described above (and to detect possible insider trading), the CCO will have access to and will review, or have reviewed, transactions effected in Covered Accounts within 30 days after the end of each month. The firm will compare transactions in Covered Accounts with transactions in client accounts for transactions or trading patterns that may suggest violations of this Policy or potential front-running, scalping, or other practices that constitute or could appear to involve abuses of Access Persons' positions. Annually each Access Person must certify that he or she has read and understands this Code, that he or she recognizes that this Code applies to him or her, and that he or she has complied with all of the rules and requirements of this Code that apply to him or her. The CCO is charged with responsibility for collection, review, and retention of the certifications submitted by Access Persons.

Although Access Persons are not prohibited under this policy from trading securities for their own accounts they must do so only in full compliance with this Policy and their fiduciary obligations. At all times, the interests of the Adviser's clients will prevail over the Access Person's interest. No trades or trading strategies used by an Access Person may materially conflict with the Adviser's strategies or the markets in which the Adviser is trading. The Adviser's Access Persons may not use the Adviser's proprietary trading strategies to develop or implement new strategies that may otherwise disadvantage the Adviser or its clients. Personal account trading must be done on the Access Person's own without placing undue burden on the Adviser's time. No transactions should be undertaken that are beyond the financial resources of the Access Person.

Nicholas Investment Partners, L.P. Code of Ethics

Personal Securities Transactions

General Policy

Nicholas has adopted the following principles governing personal investment activities by Nicholas' Access Persons:

The interests of client accounts will at all times be placed first;
All personal securities transactions should be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and
Access Persons must not take inappropriate advantage of their positions (e.g. receiving an IPO allocation as a result of their position at the firm) .

Procedures for Personal Securities Transactions


Access Persons
Catherine Nicholas	Chief Investment Officer (Managing Partner)
Arthur Nicholas	Senior Partner (Partner)
John Wylie	Portfolio Manager (Partner)
Laura DeMarco	Director of Client Service & Sales (Partner)
Christopher Siriani	COO/CCO (Partner)
Tammy Wiseman	Marketing Manager (Partner)
Jenifer Roper	Chief Administrative Officer (Partner)
Alex Reison	Equity Trader
Catherine Burdick	Sr. Analyst/Asst. Trader
Loretta LoMonaco	Asst. Compliance Officer/Accounting Manager
Rommel Diawatan	Controller
Maureen Brown	Senior Administrator

Pre-clearance required for Reportable Securities

Access Persons must pre-clear the purchase or sale of all Reportable Securities for your own account or any account over which you have control or have a beneficial interest. Access Persons must pre-clear all personal securities transactions in Reportable Securities by submitting a Personal Trading Pre-clearance Form (attached). ETFs are exempt from this Pre-clearance requirement; however, ETFs are Reportable Securities and must be reported on brokerage statements and annual holdings reports.

Clearance must be obtained by completing and signing the Personal Trading Pre-clearance Form provided for that purpose by the CCO. The CCO, and/or designee, monitors all Reportable Securities transactions by all Access Persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of front running.

Advance trade pre-clearance in no way waives or absolves any Access Person of the obligation to abide by the provisions, principles and objectives of this Code.

All pre-clearance approvals are valid for the day you received approval up through "market open" the next business day (e.g., 6:30 a.m. PT. Therefore, order types (Good-till-cancelled, Limit, etc.) that may span multiple trading day are discouraged as they may inadvertently cause the Supervised Person to violate the pre-clearance requirements.

There is no De minimis provision related to the pre-clearance of Reportable Securities. All Reportable Securities other than those listed below must be pre-cleared by all Access Persons.

Securities and Transactions Exempt from Pre-clearance

The following reportable securities\transactions are exempt from the pre-clearance requirement:

Nicholas Investment Partners, L.P. Code of Ethics

Exchange traded Funds;
Transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control;
Transactions effected pursuant to an automatic investment plan, e.g. a retirement plan;
Other specific transactions approved, in advance, by the CCO based upon the determination that the transaction(s) do not interfere or appear to interfere with making decisions in the best interest of our advisory clients. All requests to exempt a transaction must be in writing and forwarded to CCO for approval prior to executing the transaction

Pre-Clearance Required for Private or Limited Offerings

No Access Person shall acquire Beneficial Ownership of any securities in a limited offering or private placement without the prior written approval of the CCO who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Person’s activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.

Investment Management Personnel

Investment management personnel must receive authorization for all Reportable Securities transactions from the Chief Investment Officer (CIO) or a Senior Portfolio Manager. Investment management personnel must submit a request to the CIO or a Senior PM requesting authorization of the personal securities transaction. The CCO will not review the pre-clearance request until he has confirmed the CIO (or Senior PM) has approved the trade. For the purposes of this code the term investment management personnel includes portfolio managers, traders and analysts. The CCO will authorize Reportable Securities transactions for the CIO.

Prohibition from Participation in IPOs

Supervised Persons are prohibited from transacting in securities as part of an initial public offering. Track Record Accounts are able to participate in initial public offerings if they do so as part of a block trade whereby all eligible accounts participate on a pro rata basis as outlined in the trading policy.

If a Supervised Person participates in various venture capital or private equity funds and are allocated IPO shares through their participation in such funds, it will not be deemed a violation of this prohibition provided the Supervised Person is not in a controlling position for the fund. A Supervised Person or their immediate family may receive stock by their employer as part of an IPO. The CCO will review such transactions to ensure no known conflict exist between the firm or its Supervised Persons and the clients.

Blackout Periods

No Access Person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial interest within three (3) trading days before or after any client trades in that security. If a securities transaction is executed by a client within three (3) trading days after an Access Person executed a transaction in the same security, the CCO will review the transactions to ensure the Supervised Person and the firm met our fiduciary duty to the client. Based on the review, the CCO may recommend further action which may include unwinding the transaction.

Example: If the firm is active in a Reportable Security on a Monday, your pre-clearance request will be subject to a three day blackout period until Wednesday Thursday of the same week, at which time you may re-submit your pre-clearance request.

Exchange Traded Funds are exempt from Blackout Period.

Front-Running

Supervised Persons may not front-run an order being made for or on behalf of a client, even if you are not responsible for the order. Front-Running consists of executing a transaction based on the knowledge of the forthcoming transaction in the same or an underlying security, or other related securities, on behalf of a client.

Nicholas Investment Partners, L.P. Code of Ethics

Short-Term Trading Profit Limitations

Investment management personnel may only sell a Reportable Security that was held for less than 30 days, if the security is being sold at a loss. The 30 day holding rule is also applicable to options (based on purchase/sold not exercise date) and short positions. The 30 day holding period is not applicable to the Related Accounts as these accounts invest in concentrated positions that may require more frequent trading. Exchange Traded Funds are exempt from this 30 day holding requirement.

Contrary Positions

No Supervised Person (including any member of the Family/Household of such Supervised Person) may acquire any Beneficial Ownership in any Reportable Security which is contrary to a position Nicholas holds for a client account in the same Reportable Security (or any closely related security such as an option or a related convertible or exchangeable security), except with the specific, advance written approval of a Managing Partner and the CCO, which the Managing Partner or the CCO may deny for any reason.

Nicholas’ Convertible Arbitrage strategy regularly enters into short equity positions to hedge the strategy’s long convertible bond positions. This is an integral component of the strategy where the short equity positions are part of a larger position which pairs the short equity position with a long bond position. As a result, this approval does not pertain to short positions in the Convertible Arbitrage strategy.

Some of Nicholas’ strategies use ETF positions to hedge general market movements and volatility. In these cases, it is possible, even likely, for one account to be long an ETF to equitize cash while another account is short the same ETF for hedging purposes. As a result, the contrary position approval does not pertain to contrary positions in ETFs.

Procedures for Securities Transactions in Related Accounts

Trading in Reportable Securities in the Related Accounts is specifically limited and monitored by the CCO. All transactions in Reportable Securities executed in the Related Accounts are processed through Nicholas’ trading system. All transactions in Reportable Securities (except ETF) are automatically set to a pending status in Nicholas’ compliance system. Only upon approval from the CIO and CCO (or designee) will the trade be released to the trading blotter for execution. Copies evidencing the pre-approval shall be stored in the Related Account file. The blackout period applies to Related Account transactions.

Each day the trading activity is reconciled to the brokerage activity with the pre-approved forms in each account file to verify all trading activity was pre-approved.

The CCO shall be able to take any action including,but not limited to,re-booking or unwinding a trade that was not pre-approved in accordance with these procedures or which may appear to infringe on trading activity of the client/investor accounts. In cases where pre-approval was not obtained by the CIO and CCO even if it does not appear to infringe on trading activity of other client/investor accounts, the owner of such account may be subject to the disciplinary measures noted in the Code of Ethics.

Personal Transaction Reporting Requirements

Every Access Person shall provide initial and annual holdings reports and quarterly transaction reports to the CCO which must contain the information described below. It is the policy of Nicholas that each Access Person must arrange for their brokerage firm(s) to send automatic duplicate brokerage account statements and trade confirmations of all securities transactions to the CCO.

Brokerage Accounts

All Access Persons that are maintaining a brokerage or trading account must ensure that duplicate copies of account statements and/or transactional confirms are sent directly to the attention of the CCO. This requirement does not apply to discretionary accounts or accounts that hold only non-Reportable Securities with no ability to transact in Reportable Securities. If an account is managed by an investment adviser, other than the firm, to which full investment discretion has been granted, these rules will not apply so long as the Supervised Person(s) who has (have) a Beneficial Ownership interest in the account do not have or exercise any

Nicholas Investment Partners, L.P. Code of Ethics

discretion. Such accounts are subject to the reporting requirements set forth in this Code.

Initial Holdings Report

Every Access Person shall, no later than ten (10) days after the person becomes an Access Person, file an initial holdings report containing the following information:

The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each Reportable Security in which the Access P erson had any direct or indirect beneficial interest ownership when the person becomes a Access P erson;
The name of any broker, dealer or bank, account name, number and location with whom the Supervised Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and
The date that the report is submitted by the Access Person.

The information submitted must be current as of a date no more than forty-five (45) days before the person became an Access Person.

Annual Holdings Report

Every Access Person shall, no later than January 31 each year, file an annual holdings report containing the same information required in the initial holdings report as described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.

Quarterly Transaction Reports

Every Access Person must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly transaction report containing the following information:

With respect to any transaction during the quarter in a Reportable Security in which the Access Persons had any direct or indirect Beneficial Ownership:

The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each Reportable Security;
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
The price of the Reportable Security at which the transaction was effected;
The name of the broker, dealer or bank with or through whom the transaction was effected; and
The date the report is submitted by the Access Person.

Exempt Transactions

An Access Person need not submit a report with respect to:

Transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control;
Transactions effected pursuant to an automatic investment plan, e.g. a dividend retirement plan or predefined ESOP plan;
A quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that Nicholas holds in its records so long as the firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter;

Monitoring and Review of Personal Securities Transactions

The CCO, or a designee, will monitor and review all reports required under the Code for compliance with Nicholas's policies regarding personal securities transactions and applicable SEC rules and regulations. The CCO may also initiate inquiries of Access Persons regarding personal securities trading. Access Persons are required to cooperate with such inquiries and any monitoring or review procedures employed Nicholas. Any transactions for any accounts of the CCO will be reviewed and approved by the Managing Partner, or other designated

Nicholas Investment Partners, L.P. Code of Ethics

Gifts and Entertainment

Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. Nicholas has adopted the policies set forth below to guide Supervised Persons in this area.

General Policy

Nicholas's policy with respect to gifts and entertainment is as follows:

Supervised Persons should not accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving Nicholas, or that others might reasonably believe would influence those decisions;
Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible;
Supervised Persons shall not accept gift of cash or cash equivalents;
Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed.

Reporting Requirements

Any Supervised Person who accepts, directly or indirectly, anything of value from any person or entity that does business with or on behalf of Nicholas, including gifts and gratuities with value in excess of $100 per year, must obtain consent from the CCO before accepting such gift.
Any Supervised Person that receives multiple gifts, dining or entertainment should report such items to the CCO to ensure the cumulative value of the items is reasonable.
This reporting requirement does not apply to business entertainment if, during such dining or entertainment, you are accompanied by the person or representative of the entity that does business with Nicholas. The dining or entertainment must be appropriate. (see Business Entertainment below)
This gift reporting requirement is for the purpose of helping Nicholas monitor the activities of its Supervised Persons. However, the reporting of a gift does not relieve any Supervised Person from the obligations and policies set forth in this section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift, please consult the CCO.

Nicholas Investment Partners, L.P. Code of Ethics

Business Entertainment

General Policy

Nicholas's policy with respect to business entertainment is as follows:

"Business entertainment" is defined as providing entertainment to a customer's/vendor’s employee in the form of any social event, hospitality event, charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or purpose. It also includes any transportation and/or lodging associated with or related to such activity or event, including such business entertainment offered in connection with an educational event business conference.

To be considered business entertainment and not a gift, an associated person of the Firm must accompany or participate with the customer's/vendor’s employee(s).

Any business entertainment that has an estimated value in excess of $250.00 must be approved by the CCO.

Appropriate Forms of Business Entertainment

The criteria the Firm uses to evaluate the appropriateness of business entertainment may include the following factors:

With Respect to the Entertainment:

Whether the nature, cost, or extent of the entertainment could reasonably give rise to an actual or perceived conflict of interest, or encourage a quid pro quo business transaction;
Whether the nature, cost, and extent of the entertainment is consistent with the nature of the business relationship and the relationship of the parties involved;
Whether the provision of any transportation, lodging, or other accommodations is appropriate;
Whether the entertainment would be considered usual and customary within the industry;
Whether the entertainment would be considered usual and customary within the member organization;
Whether the cost of the entertainment is consistent with the location (city and/or establishment) in which the entertainment takes place;
Whether the entertainment extends to the client's spouse or to guests of the client;
Whether the entertainment might otherwise reasonably be perceived to be improper.

With respect to the client:

Whether the recipient of the entertainment has fiduciary duties (e. g. , to a public company, a state, or a municipality) that may give rise to specific legal or ethical considerations;
Frequency of entertainment provided to the client;
Frequency of firm contact with the client in the ordinary course of business

With Respect to the Business Purpose:

Whether the entertainment is in recognition of a completed deal;
Whether the entertainment is educational/philanthropic in nature, or strictly recreational;

Nicholas Investment Partners, L.P. Code of Ethics

Certification

Initial Certification

All Supervised Persons will be provided with a copy of the Code of Ethics and IA Policies & Procedures and must initially certify in writing to the CCO that they have: (i) received a copy of the Code and Policies; (ii) read and understand all provisions of the Code and Policies; (iii) agreed to abide by the Code and Policies; and (iv) reported all account holdings as required by the Code.

Acknowledgement of Amendments

All Supervised Persons shall receive any amendments to the Code and must certify to the CCO in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended. Each Supervised Person must complete the Code of Ethics/IA Policies & Procedures Certification form (attached) upon being notified by the CCO that the Code has been amended.

Annual Certification

All Supervised Persons must annually certify in writing to the CCO that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code. Each Supervised Person must complete the Code of Ethics/IA Policies & Procedures Certification form (attached) annually.

Further Information

Supervised Persons should contact the CCO regarding any inquiries pertaining to the Code or the policies established herein.

Nicholas Investment Partners, L.P. Code of Ethics

Records

The CCO shall maintain and cause to be maintained in a readily accessible place the following records:

A copy of any Code of Ethics adopted by the Firm pursuant to Advisers Act Rule 204A- 1 which is or has been in effect during the past five years;
A record of any violation of Nicholas's Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;
A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, a Supervised Person which shall be retained for five years after the individual ceases to be a Supervised Person of Nicholas;
A copy of each report made pursuant to Advisers Act Rule 204A- 1, including any brokerage confirmations and account statements made in lieu of these reports;
A list of all persons who are, or within the preceding five years have been, Access Persons;
A record of any decision and reasons supporting such decision to approve a Supervised Persons' acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted.

Nicholas Investment Partners, L.P. Code of Ethics

Reporting Violations and Sanctions

All Supervised Persons shall promptly report to the CCO or an alternate designee all apparent violations of the Code. Any retaliation for the reporting of a violation under this Code will constitute a violation of the Code.

The CCO shall promptly report to the Partner Committee all apparent material violations of the Code. When the CCO finds that a violation otherwise reportable to the Partner Committee could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.

Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the Supervised Person’s employment with the firm.

Violations of the Policy

Any trading-related violation of this Policy, including any pre-clearance violation, will be subject to the Fine Schedule and can result in additional penalties ranging from cancellation of the offending trade to termination of your employment. All fines will be paid to the United Way or a charity of your choice. Checks will be submitted to the CCO and forwarded to the United Way or your selected charity.

Fine Schedule

First Violation

If Nicholas was trading the Reportable Security at the same time an Supervised Person did not follow procedures (i.e., pre-clear a trade), a disgorgement of profits;
A possible fine of half a percent of base salary up to $500; and
Meet with the CCO to discuss and re-sign the Policy.

Second Violation (within 12 months)

If Nicholas was trading the Reportable Security at the same time an Supervised Person did not follow procedures (i.e., pre-clear a trade), a disgorgement of profits;
A fine of one percent of base salary up to $1,000;
Meet with the CCO to discuss and re-sign the Policy; and
Written warning to personnel file.

Third violation (within 12 months)

If Nicholas was trading the Reportable Security at the same time an Supervised Person did not follow procedures (i. e. , pre clear a trade), a disgorgement of profits;
A fine of two percent of base salary up to $2,000;
Meet with the CCO to discuss and re-sign the Policy;
Written warning to personnel file;
Prohibition from personal trading for a specific period of time (e. g. , six months to one year) except to close out current positions; and
May result in termination of employment with Nicholas Investment Partners.

Nicholas Investment Partners, L.P. Code of Ethics

Code of Ethics/IA Policies & Procedures Certification Form

(Version dated September 1, 2012)

I, _______________________________________, have received a copy of the Nicholas Investment Partners’ Code of Ethics and IA Policies & Procedures dated July 1, 2012 and certify as follows:

I have read and understand the Code of Ethics and IA Policies & Procedures dated July 1, 2012 and recognize that I am subject thereto;
I will comply with the requirements of Code of Ethics and IA Policies & Procedures dated July 1, 2012;
I will report all personal securities transactions, gifts, political contributions and other items required to be reported pursuant to the requirements of the Code of Ethics and IA Policies & Procedures;
I am free from conviction of U.S. Federal felonies and free from sanction\inquiry from any other U.S. financial regulatory body over the past twelve months. If this is not the case, please describe below:

Nicholas Investment Partners, L.P. Code of Ethics

Initial/Annual Holdings Report
(Version dated September 1, 2012)

Each Access Person is to report initially (within 10 days of becoming an Access Person) and annually thereafter (no later than January 31^stof each year*) information about any security holdings in any account of the Access Person, or in any account in which the Access Person or any immediate family or household member, has a direct or indirect pecuniary interest.

The following securities do not need to be reported under the Code of Ethics:

1.	any account in which the adviser or any Access Person has no direct or indirect influence or control,
2.	direct obligations of the U.S. Government, e.g., U.S. Treasury bills, notes and bonds,
3.	high quality short-term instruments, e.g., U.S. bank certificates of deposit, bankers’ acceptances, and commercial paper,
4.	open-end investment companies, i.e., mutual funds unless our firm, or an affiliated company acts as investment adviser, sub-adviser or principal underwriter to the mutual fund(s);
5.	529 Plans, unless our Firm or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments (including a fund that is defined as a reportable fund under Rule 204A-1) and strategies underlying the 529 Plan that is a college savings plan; and
6.	units of unit investment trusts, so long as the unit investment trust is neither managed by our firm, any affiliate of our firm, nor invested in affiliated mutual funds.


Nicholas Investment Partners, L. P. Code of Ethics
Monitoring and Review of Personal Securities Transactions	14
Gifts and Entertainment	16
General Policy	16
Reporting Requirements	16
Business Entertainment	17
General Policy	17
Appropriate Forms of Business Entertainment	17
Service as an Officer or Director	18
Certification	19
Initial Certification	19
Acknowledgement of Amendments	19
Annual Certification	19
Further Information	19
Records	20
Reporting Violations and Sanctions	21
Violations of the Policy	21
Fine Schedule	21
Code of Ethics/IA Policies & Procedures Certification Form	22
Initial/Annual Access Person Questionnaire	23
Initial/Annual Holdings Report	26
Personal Trading Pre-Clearance Form	28
Securities\Brokerage Account Reporting Form	29