bcmcoe.htm

CODE OF ETHICS OF

INCLUDING:

STATEMENT OF CONDUCT OF

BROWN CAPITAL MANAGEMENT, INC.

__________

STATEMENT OF POLICY ON

SECURITIES TRANSACTIONS

__________

AND

__________

STATEMENT OF POLICY ON

INSIDER TRADING

__________

TABLE OF CONTENTS

GENERAL POLICY STATEMENT

and

DEFINITIONS

A. GENERAL POLICY STATEMENT		1
Purpose and Scope of Code of Ethics		1
Applicability		1
Fiduciary Responsibilities		1
Limited Scope		2
Responsibilities		2
B. DEFINITIONS		2

STATEMENT OF CONDUCT OF BROWN CAPITAL MANAGEMENT

A. COMPLIANCE WITH LAWS AND REGULATIONS		6
B. CONFLICTS OF INTEREST		6
Relationships with Profitmaking Enterprises, Including Investment Clubs		6
Service with Nonprofitmaking Enterprises		7
Relationships with Financial Service Firms		7
C. CONFIDENTIALITY		7
Internal Operating Procedures and Planning		8
Clients and Brown Capital Management Mutual Fund Shareholders		8
Investment Advice		8
Investment Research		9
D. ANNUAL REPORTS AND RECORDS RETENTION		9
Reports to Funds		9
Record Retention		9
Inspection		10
Confidentiality		10
E. MISCELLANEOUS POLICIES, PROCEDURES AND PROHIBITIONS		10
Illegal Payments		10
Policy Regarding Acceptance of Gifts and Gratuities		10
Gifts		11
Entertainment		11
Research Trips		11
Political Activities		11
Protection of Corporate Assets		12
Quality of Services		12
Record Retention		12
Referral Fees		12

Release of Information to the Press		12
Responsibility to Report Violations		13
Service as Trustee, Executor or Personal Representative		13
Speaking Engagements and Publications		13
Trading in Securities with Material, Non-Public Information		13
Understanding as to Clients’ Accounts and Company Records at Time of Covered Person's Termination		14
Internal Use		14
Questions Regarding the Code of Ethics		14
F. PENALTY GUIDELINES		14
Overview		14
Penalty Guidelines		15

STATEMENT OF POLICY ON SECURITIES TRANSACTIONS

A. BACKGROUND INFORMATION		16
Legal Requirement		16
Brown Capital Management’s Fiduciary Position		16
Purpose of Securities Transactions Policy		16
B. OVERVIEW		16
Applicability		17
Excluded Transactions		17
C. DISCLOSURE OF CONFLICTS		18
D. TRADING ACTIVITY		18
E. PRECLEARANCE		18
Preclearance Procedures		28
Reasons for Disallowing Proposed Transactions		19
Preclearance of Tender Offers and Stock Purchase Plans		19
F. OTHER TRADING RULES		19
IPOs and Hot Issues and Limited Offerings		19
60 Day "Short Swing Profit" Rule		20
Blackout Period		20
Seven Day Rule		20
Waiver of Seven Day Rule		20
Short Sales		20
Hedge Funds, Investment Clubs and Other Investments		20
Caution Regarding Personal Trading Activities		21
G.REPORTING REQUIREMENTS		21
Account Reports		21
Access Persons Trading and Holding Reports		21
Non-Influence and Non-Control Accounts		22
Other Required Forms		22
Review of Records, Forms and Reports		23

iii

Penalties for failure to Provide Trading Forms within Stated Time per Code of Ethics		23
H. MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS		24
Dealing with Clients		24
Margin Accounts		24
Ownership Reporting Requirements – 0.5% Ownership		24
Confidentiality of Records		24
Questions about Securities Transactions Policy		24
Sanctions		24

STATEMENT OF POLICY ON INSIDER TRADING

A. BACKGROUND INFORMATION		26
Introduction		26
Purpose of Insider Trading Policy		27
The Basic Insider Trading Prohibition		27
B. POLICY		27
Policy of Brown Capital Management on Insider Trading		27
Need to Know” Policy		28
C. PENALTIES		28
Sanctions		28
D. OVERVIEW		29
Basic Concepts of Insider Trading		29
Fiduciary Duty/Misappropriation		29
Materiality		29
Non-Public vs. Public Information		30
Concept of Possession		31
Tender Offers		31
E. PROCEDURES		31
Procedures to be Followed When Receiving Material, Non-Public Information		31
Education Program		32
Questions		32

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____________________

GENERAL POLICY STATEMENT

and

DEFINITIONS

____________________

A. GENERAL POLICY STATEMENT

Purpose and Scope of Code of Ethics.

In recognition of Brown Capital Management’s commitment to maintain the highest standards of professional conduct and ethics, the firm’s Board of Directors has adopted this Code of Ethics ("Code of Ethics"), which is composed of:

Statement of Conduct of Brown Capital Management, Inc. (the “Statement of Conduct”);

Statement of Policy on Securities Transactions (the “Securities Transactions Policy”); and

Statement of Policy on Insider Trading (the “Insider Trading Policy”).

The purpose of this Code of Ethics is to help preserve the Company’s most valuable asset - the reputation of Brown Capital Management and its employees.

Applicability.

All Covered Persons are subject to the Code of Ethics.

Fiduciary Responsibilities.

Simply stated, the primary responsibility of Brown Capital Management as an investment adviser is to render to clients, on a professional basis, unbiased and continuous advice regarding their investments. As an investment adviser, Brown Capital Management has a fiduciary relationship with all clients, which means that the Company and its employees have an absolute duty of undivided loyalty, fairness and good faith toward clients and Fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with a client’s or shareholder’s best interests.

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Limited Scope.

This Code of Ethics was not written for the purpose of covering all policies, Codes of Ethics and regulations to which Covered Persons may be subject. Covered Persons, as members of various securities or other professional associations, may be subject to other Codes of Ethics in addition to this Code of Ethics.

Responsibilities.

Covered Persons are required to read and retain this Code of Ethics and to sign and return the attached Acknowledgment of Receipt Form to the Chief Compliance Officer upon commencement of employment or other services. All Covered Persons will be provided with all amendments to this Code of Ethics. At such time, each Covered Person must sign and return the attached Acknowledgment of Amendment Form to the Chief Compliance Officer. On an annual basis thereafter, Covered Persons will be required to complete an Annual Certification Form and an Annual Holdings Form. The Annual Holdings Form reports all reportable securities as of the end of each year. The Annual Certification Form confirms that an individual (i) has received, read and asked any questions necessary to understand the Code of Ethics; (ii) has agreed to conduct his or her behavior in accordance with the Code of Ethics; and (iii) has complied with the Code of Ethics during such time as he or she has been associated with Brown Capital Management. Depending on a person’s status, he or she may be required to submit additional reports and/or obtain clearances as discussed more fully below. Strict compliance with the Code of Ethics is considered a basic condition of employment with the firm. Breach of the Code of Ethics may result in the surrender of all profits realized on a transaction. In addition, any breach of the Code of Ethics may constitute grounds for disciplinary action, including dismissal.

B. DEFINITIONS.

The following definitions are used throughout this document. Covered Persons are responsible for reading and being familiar with each definition.

1.	“Access Person” is defined as a “supervised person” who: a) has access to non-public information regarding any clients’ purchase or sale of securities; or b) is involved in making recommendations; or c) has access to recommendations that are non-public.

2.	"Supervised Person" is defined as including: a) Brown Capital Management's officers, directors; b) employees; and c) any other person who provides advice on behalf of Brown Capital Management and is subject to the Brown Capital Management's supervision and control.

3.	"Advisory Person" shall mean:

Any employee of Brown Capital Management (or of any company in a control relationship to Brown Capital Management) who in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of securities by Funds, or whose functions relate to the making of any recommendations with respect to such purchases and sales, or who is a registered Investment Adviser; and

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Any natural person in a control relationship to the Funds or Brown Capital Management who obtains information concerning recommendations made to the Funds or for the account of clients with regard to the purchase or sale of securities.

"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 (the "Exchange Act") in determining whether a person is subject to the provisions of Section 16, except that the determination of direct or indirect Beneficial Ownership shall apply to all securities which an Access Person has or acquires. For example, in addition to a person's own accounts, the term "Beneficial Ownership" encompasses securities held in the name of a spouse or equivalent domestic partner, minor children, a relative sharing the home of that person, or certain trusts under which that person or a related party is a beneficiary, or held under other arrangements indicating a sharing of financial interest.

4. "Company" shall mean Brown Capital Management, Inc. (BCM)

"Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940 (the "'40 Act").

"Covered Persons" are all directors, officers, and full-time, part-time or temporary employees of BCM, or employees of BCM on a “leave of absence” and persons working at BCM on a contract basis. To insure full compliance, the terms

“employee”, “account”, “supervised person” and “access person” are to include the employees’ immediate family (including any relative by blood or marriage living in the employee’s household) and to any account to which the employee has direct or indirect beneficial interest.

"Covered Securities" are securities in which the access person has, or acquires, any direct or indirect beneficial ownership which would generally include all securities such as any stock, bond, future, investment contract or any other obligation involving a security or index thereof, including an instrument whose value is derived or based on any of the above (a "derivative"). The term “covered security” is very broad and includes items you might not ordinarily think of as “securities,” such as: Options on securities, on indexes, and on currencies; All kinds of limited partnerships; Foreign unit trusts and foreign mutual funds; and Private investment funds, hedge funds, and investment clubs. The term Covered Security includes any separate security, which is convertible into or exchangeable for, or which confers a right to purchase such security. The following investments are not Covered Securities:

·	shares issued by open-end funds (e.g., mutual funds); with the exception of BCM Mutual funds. All BCM fund purchases/sales must be submitted to the CCO for pre-approval with the exception of those orders set-up through an automated clearing house.

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·	direct obligations of the U.S. government (e.g., Treasury securities)

·	bankers acceptances, bank certificates of deposit, commercial paper, short term debt instruments including repurchase agreements.

·	Shares issued by money market funds

·	Transactions in units of unit investment trusts

8. "Directors" are directors of BCM.

"Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Exchange Act.

10.

"Inside Directors" are Directors who are also employed by BCM.

11.

"Investment Personnel" shall mean (i) a person who makes decisions regarding the purchase or sale of securities by or on behalf of BCM clients and any person such as an analyst or trader who directly assists in the process, and (ii) any natural person who controls BCM and who obtains information concerning recommendations made to Funds regarding the purchase or sale of securities by the Funds.

12. "BCM" is Brown Capital Management, Inc.

13.

"Funds" are the BCM Small Company Fund, BCM Mid Cap Equity Fund, and BCM International Equity Fund, and any other funds for which BCM acts as an investment adviser.

14.

"Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 (the "Securities Act") pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 thereunder.

15. "FINRA" is the Financial Industry Regulatory Authority.

16. "Non-Access Person" is any person that is not an Access Person.

17.

"Outside Directors" are Directors who are not employed by BCM.

18.

"Security Held or to be Acquired" means any Covered Security which, within the most recent 15 days (i) is or has been held by the Funds; or (ii) is being or has been considered by the Funds for purchase.

19. "SEC" is the Securities and Exchange Commission.

20.

"Ethics Committee" means a committee of persons designated by the Board of Directors which shall meet to evaluate certain ethical issues referred to the committee by the Chief Compliance Officer.

21.

"Chief Compliance Officer” (CCO) means an individual designated by the Board of Directors to review and evaluate regulatory and ethical issues for the Company and ensure compliance with this Code of Ethics and the applicable securities laws.

22.	“Board of Directors” means the Board of Directors of BCM.

23.

“Short Sales” – the sale of a stock you do not own. Investors, who sell short, believe the price of the stock will go down. If the price drops, you can buy the stock at the lower price and make a profit. If the price of the stock rises and you buy it back later at the higher price, you incur a loss.

24.

FINRA Rule 2790 – replaces the free-riding and withholding interpretation. The rule is designed to protect the integrity of the offering process by ensuring that broker/dealers make a bona fide offering of securities at the public offering price, do not withhold securities in a public offering for their own benefit or use the securities to reward persons who could otherwise direct business to them and that other industry insiders do not take advantage of their “insider” position to purchase new issues for their own benefit at the expense of public customers.

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___________________

STATEMENT OF CONDUCT

BROWN CAPITAL MANAGEMENT

____________________

A. COMPLIANCE WITH LAWS AND REGULATIONS

All BCM Covered Persons must comply with applicable federal securities laws.

In connection with the purchase or sale of a security held or to be purchased by a client, either directly or indirectly; Covered Persons are not permitted to defraud, mislead, omit material facts, engage in any act, practice or conduct which operates as a fraud, engage in any manipulative practice with respect to client or securities, including price manipulations.

B. CONFLICTS OF INTEREST

BCM has a fiduciary relationship with all clients, which means that the Company has an absolute duty of undivided loyalty, fairness and good faith towards all clients and Fund shareholders. This duty imposes an obligation on all BCM personnel to refrain from taking any action or seeking any benefit which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with the client’s or shareholder’s best interests. Covered Persons under this Code of Ethics are expected to conduct all of their affairs in a manner which serves to promote and enhance the reputation of BCM. While achieving this result usually involves nothing more than the exercise of good judgment, set forth below is a discussion of some of the guidelines BCM expects Covered Persons to follow.

Relationships with Profitmaking Enterprises, Including Investment Clubs.

A conflict may occur when Covered Persons: are employed by another firm, directly or as a consultant; have a direct financial interest in another firm; have an immediate family financial interest in another firm; or are directors, officers or partners of another firm.

Covered Persons sometimes serve as directors, officers, partners, or in other capacities with profitmaking enterprises not related to BCM or the Funds. Covered Persons are generally prohibited from serving as officers or directors of corporations. However, in certain circumstances, Covered Persons, prior to accepting an appointment to a Board, must request permission to serve in this capacity from the Ethics Committee and CCO. Once approval is obtained, employee may then serve in this capacity.

A Covered Person who is contemplating obtaining an interest that might conflict or appear to conflict with the interests of BCM, such as accepting an appointment as a director, officer or partner of an outside profitmaking enterprise or forming or participating in a stock or investment club, must receive the prior approval of the CCO. Upon review by the CCO, the Covered Person will be advised of the decision. In addition, transactions through investment clubs are subject to the firm’s Securities Transactions Policy. Decisions by the CCO regarding outside directorships in profitmaking enterprises will be reviewed by the Ethics Committee before becoming final.

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Covered Persons may serve as directors or as members of committees of the board of directors or in similar positions for non-public, for-profit entities in connection with their professional activities at BCM. Covered Persons must obtain the permission of the CCO before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the CCO or Ethics Committee.

Service with Nonprofitmaking Enterprises.

BCM encourages Covered Persons to become involved in community programs and civic affairs. However, Covered Persons should not permit such activities to affect the performance of their job responsibilities. A Covered Person’s service as a member of the Board of a nonprofitmaking enterprise will preclude BCM from entering into an adviser relationship with such enterprise. Any exceptions must be approved by the BCM Management Committee. All Covered Persons should submit a list of their current Board memberships to the Executive Assistant annually within 30 days after the end of the year.

Relationships with Financial Service Firms.

In order to avoid any actual or apparent conflicts of interest, Covered Persons are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities which are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. This, however, is not meant to prevent Covered Persons from purchasing publicly traded securities of broker/dealers, investment advisers or other companies engaged in the mutual fund industry. Of course, all such purchases are subject to normal prior clearance and reporting procedures, set forth elsewhere in this Code of Ethics. This policy does not preclude a Covered Person from engaging an outside investment adviser to manage his or her assets.

If any member of a Covered Person’s immediate family is employed by, has a partnership interest in, or has an equity interest of 0.5% or more in a broker/dealer, investment adviser or other company engaged in the mutual fund industry, such relationship must be reported to the CCO.

C. CONFIDENTIALITY

The exercise of confidentiality extends to four major areas of Company operations: internal operating procedures and planning; clients and mutual fund shareholders; investment advice; and investment research.

Internal Operating Procedures and Planning.

During the years BCM has been in business, a great deal of creative talent has been used to develop specialized and unique methods of operations and portfolio management. In many cases, the Company believes these methods give BCM an advantage over competitors, and the Company does not want these ideas disseminated outside the firm. Accordingly, Covered Persons should be guarded in discussing BCM business practices with outsiders. Any requests from outsiders for specific information of this type should be cleared with a supervisor before it is released.

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Clients and Brown Capital Management Mutual Fund Shareholders.

In many instances, when clients subscribe to Company services, they are asked to disclose fully their financial status and needs. This is done only after assurances have been provided that every member of BCM will hold this information in the strictest of confidences. It is essential that all Covered Persons respect and honor this trust. A simple rule for Covered Persons to follow is that the names of clients or Fund shareholders or any information pertaining to client investments must never be divulged to anyone outside the firm, not even to immediate family members.

Investment Advice.

Because of the fine reputation BCM enjoys, there is a great deal of public interest in what the Company is doing in the market. There are two major considerations that dictate why Covered Persons must not provide investment “tips”:

·	From the point of view of BCM clients, it is not fair to give other people information which clients must purchase.

·	From the point of view of BCM, it is not desirable to create an outside demand for a stock when that stock is being purchased for clients. This will only serve to push the price of the stock up. The reverse is true if the Company is selling the stock.

In light of these considerations, Covered Persons must never disclose to outsiders BCM buy and sell recommendations; securities being considered for future investment; or the portfolio holdings of clients or Funds.

The practice of giving investment advice informally to family members should be restricted to very close relatives. Any transactions resulting from such advice are subject to the prior approval and reporting requirements of the Securities Transactions Policy. Under no circumstances should a Covered Person receive compensation directly or indirectly (other than from BCM) for rendering advice to either clients or non-clients.

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Investment Research.

Any report circulated by a research analyst with the word “confidential” stamped on the first page is confidential in its entirety and should not be reproduced or shown to anyone outside of BCM, except for clients where appropriate.

Covered Persons must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded must be shredded.

D. ANNUAL REPORTS AND RECORDS RETENTION

Reports to Funds.

The CCO shall prepare a written report to the Board of Directors of the Funds at least annually. The written report shall include any certification required by Rule 17j-1 of the '40 Act. This report shall set forth the following information, and shall be confidential:

·	Copies of the Code of Ethics, as revised, including a summary of any changes made since the last report;

·	Identification of any material issues arising under the Code of Ethics including material violations requiring significant remedial action since the last report;

·	Identification of any material conflicts that arose since the last report; and

·	Recommendations, if any, regarding changes in existing restrictions or procedures based upon BCM's experience under these Code of Ethics, evolving industry practices, or developments in applicable laws or regulations.

Record Retention.

The CCO shall maintain the following records on behalf of BCM:

·	A copy of this Code of Ethics and any amendment thereof which is or at any time within the past five years has been in effect.

·	A record of any violation of this Code of Ethics, or any amendment thereof, and of any action taken as a result of such violation, for the past five years.

·	Files for personal securities transaction confirmations and account statements, all reports and other forms submitted by Covered Persons pursuant to this Code of Ethics and any other pertinent information, for the past five years.

·	A list of all persons who are, or have been, required to submit reports pursuant to this Code of Ethics for the past five years.

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·	A list of persons who are, or within the last five years have been responsible for, reviewing transaction and holdings reports.

·	A copy of each report made to the Funds pursuant to this Code of Ethics for the past five years.

·	A record of any decision, and the reasons supporting that decision, to approve the acquisition, by Investment Persons, of securities through an Initial Public Offering or Limited Offering for the past five years.

Inspection.

The records and reports maintained by the CCO pursuant to the Code of Ethics shall at all times be available for inspection, without prior notice, by any member of the Board of Directors. These records and reports will also be made available to the SEC for reasonable, periodic, special or other examination.

Confidentiality.

All procedures, reports and records monitored, prepared or maintained pursuant to these Code of Ethics shall be considered confidential and proprietary to BCM and shall be maintained and protected accordingly. Except as otherwise required by law or this Code of Ethics, such matters shall not be disclosed to anyone other than to members of the Board of Directors.

E. MISCELLANEOUS POLICIES, PROCEDURES AND PROHIBITIONS

Illegal Payments.

State, federal and foreign laws prohibit the payment of bribes, kickbacks or other illegal gratuities or payments by or on behalf of BCM. BCM, through its policies and practices, is committed to comply fully with these laws.

Policy Regarding Acceptance of Gifts and Gratuities.

BCM, as well as Covered Persons and members of their families, should not accept gifts, gratuities or other accommodations from business contacts, brokers, securities salespersons, approved companies, suppliers, clients, or any other individual or organization with whom the Company has a business relationship which might in any way create or appear to create a conflict of interest or interfere with the impartial discharge of Company responsibilities to clients or place BCM in a difficult or embarrassing position.

Gifts.

Personal contacts may lead to gifts which are offered on a friendship basis and may be perfectly proper. It must be remembered, however, that business relationships cannot always be separated from personal relationships and that the integrity of a business relationship is always susceptible to criticism in hindsight where gifts are made or received.

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Under no circumstances may Covered Persons accept gifts from business contacts in the form of cash or cash equivalents. There may be an occasion where it might be awkward to refuse a token expression of appreciation given in the spirit of friendship. In such cases, the value should not exceed $100 in any 12-month period. Gifts received which are unacceptable according to this policy must be returned to the donors. All gifts received, except those shared by everyone, should be listed on the “Gift’s Received Form” and given to CCO within 3 days of receipt of gift.

Entertainment.

The $100 limit on gifts not only applies to gifts of merchandise, but also covers the enjoyment or use of property or facilities for weekends, vacations, trips, dinners, and the like. However, this limitation does not apply to dinners, sporting events and other activities which are a normal part of a business relationship.

Research Trips.

Occasionally, brokers or portfolio companies invite Covered Persons of BCM to attend or participate in research conferences, tours of portfolio companies’ facilities, or meetings with the management of such companies. These invitations may involve traveling extensive distances to and from the sites of the specified activities and may require overnight lodging. Covered Persons may not accept any such invitations until approval has been secured from their supervisor. As a general rule, such invitations should only be accepted after a determination has been made that the proposed activity constitutes a valuable research opportunity which will be of primary benefit to BCM clients. All travel expenses to and from the sites of the activities and the expenses of any overnight lodging, meals or other accommodations provided in connection with such activities, should be paid for by BCM, except in situations where the costs are considered to be insubstantial and are not readily ascertainable.

Covered Persons may not accept reimbursement from brokers or portfolio companies for: travel and hotel expenses; speaker fees or honoraria for addresses or papers given before audiences; or consulting services or advice they may render. Likewise, Covered Persons may neither request nor accept loans or personal services from brokers or portfolio companies.

Political Activities.

Covered Persons are encouraged to participate and vote in all federal, state and local elections. No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other organization that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made. These prohibitions cover not only direct contributions but also indirect assistance or support of candidates or political parties through the purchase of tickets to special dinners or other fund raising events, or the furnishing of any other goods, services or equipment to political parties or committees.

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Protection of Corporate Assets.

Covered Persons are responsible for taking measures to ensure that BCM’s assets are properly protected. This responsibility not only applies to Company business facilities, equipment and supplies, but also to intangible assets such as: proprietary, research or marketing information; corporate trademarks and service marks; and copyrights.

Quality of Services.

It is a continuing policy of BCM to provide investment products and services which: (1) meet applicable laws, regulations and industry standards; (2) are offered to the public in a manner which ensures that each client/shareholder understands the objectives of each investment product selected; and (3) are properly advertised and sold in accordance with all applicable SEC, state and FINRA rules and regulations.

The quality of BCM's investment products and services and operations enhances the firm's reputation, productivity, profitability and market position. BCM’s goal is to be a quality leader and to create conditions that allow and encourage all Covered Persons to perform their duties in an efficient, effective manner.

Record Retention.

Under various federal and state laws and regulations, BCM is required to produce, maintain and retain various records, documents and other written communications. All Covered Persons shall comply with the reporting requirements set forth in the Code of Ethics.

Referral Fees.

Federal securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to us (e.g., brokers, registered representatives or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). No contractual arrangements should be entered into obligating BCM or any Covered Person to pay a referral fee unless approved by BCM’s Management Committee, and reviewed by the CCO to ensure that all SEC regulations have been met.

Release of Information to the Press.

All requests for information from the media concerning BCM’s corporate affairs, Funds, investment services, investment philosophy and policies, and all other public relations related inquiries and opportunities reside with Marketing. Marketing is responsible for ensuring that all responses to any of the above inquiries are reviewed by the CCO before dissemination.

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Responsibility to Report Violations. .

Every Covered Person who becomes aware of a violation of this Code of Ethics is encouraged to report, on a confidential basis, the violation to the CCO. It is BCM’s policy that no adverse action will be taken against any Covered Person who reports a violation in good faith.

Service as Trustee, Executor or Personal Representative.

Covered Persons may serve as trustees, co-trustees, executors or personal representatives for the estates of or trusts created by close family members. Covered Persons may also serve in such capacities for estates or trusts created by non-family members, if the access person has been appointed trustee or executor because of a family or personal relationship with the beneficiary. However if a Covered Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a non-family member, he or she must first be granted permission by the CCO. If a Covered Person serves in any of these capacities, securities transactions effected in such accounts will be subject to the prior approval and reporting requirements of the Securities Transactions Policy.

Speaking Engagements and Publications.

Covered Persons are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty within BCM. This is encouraged by the firm, as it enhances firm public relations, but Covered Persons should obtain approval from their supervisor before accepting such requests.

Before making any commitment to write or publish any article or book on a subject related to investments or work at BCM, a Covered Person should obtain approval from their supervisor.

Trading in Securities with Material, Non-Public Information.

The purchase or sale of securities while in possession of material, non-public information is strictly prohibited by state and federal laws. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it may be reasonably expected to affect the decision of a reasonable person to buy, sell or hold stock in a company. Under no circumstances may a Covered Person transmit such information to any other person, except to other Covered Persons who are required to be kept informed on the subject. All Covered Persons should read carefully and understand fully the Insider Trading Policy included elsewhere in this Code of Ethics.

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Understanding as to Clients’ Accounts and Company Records at Time of Covered Person's Termination.

The accounts of clients and Fund shareholders are the sole property of BCM. This applies to all clients for whom BCM acts as investment adviser, regardless of how or through whom the client relationship originated and regardless of who may be the counselor for a particular client. At the time of termination of employment with BCM, a Covered Person must:

(1)

Surrender to BCM in good condition any and all materials, reports or records (including all copies in possession or subject to the control of the Covered Person) developed by the Covered Person or any other person which are considered confidential information of BCM (except copies of any research material in the production of which the Covered Person participated to a material extent); and

(2)

Refrain from communicating, transmitting or making known to any person or firm any information relating to any materials or matters whatsoever which are considered by BCM to be confidential.

Internal Use.

This Code of Ethics is intended solely for internal use by BCM and does not constitute an admission, by or on behalf of the Company, its controlling persons or persons they control, as to any fact, circumstance or legal conclusion. This Code of Ethics is not intended to evidence, describe or define any relationship of control between or among any persons. Further, this Code of Ethics is not intended to form the basis for describing or defining any conduct by a person that should result in such person being liable to any other person, except insofar as the conduct of such person in violation of the Code of Ethics may constitute sufficient cause for BCM to terminate or otherwise adversely affect such person's relationship with BCM.

Questions Regarding the Code of Ethics.

All questions regarding the Code of Ethics should be directed to BCM’s CCO. In situations requiring interpretation of this Code of Ethics, the CCO will consult with, or refer the matter to, the Ethics Committee.

F. PENALTY GUIDELINES

Overview.

Covered Persons who violate any of the requirements, restrictions, or prohibitions of the Code of Ethics may be subject to sanctions imposed by the CCO.

Upon learning of a potential deviation from, or violation of the Code of Ethics, the CCO will review and investigate the matter. The CCO, at his or her discretion, may present the matter to the Ethics Committee for further review, investigation and evaluation. The CCO and/or Ethics Committee, upon review and investigation, will either conclude that there was no violation or deviation from the Code of Ethics, or will impose, at their discretion, sanctions commensurate to the infraction.

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Penalty Guidelines.

The penalties imposed by the CCO or Ethics Committee will vary depending on the seriousness of the violation and the intent of the party involved.

The CCO or Ethics Committee may impose any or all of the sanctions below, or any other sanctions they deem appropriate, including termination, immediately and without notice, if it is determined that the severity of any violation or violations warrants such action. All sanctions imposed will be documented in the Ethics Committee’s minutes maintained by BCM, and will be reported to the Board of Directors.

The following is a list of sanctions that may be imposed on persons who fail to comply with the Code of Ethics. This list is not intended to be an exhaustive or exclusive list of penalties; any sanctions imposed will depend on the nature of the violation. Some of the penalties which may be imposed are:

·	memo of reprimand which outlines the violation of the Code of Ethics and sets forth the importance of the Code of Ethics and responsibilities of all Covered Persons;

·	a personal meeting with a BCM officer to discuss any violations of the Code of Ethics in detail;

·	disgorgement of profits;

·	letter of censure;

fines;

·	withholding of bonus;

·	suspension;

·	termination of employment;

·	notification to appropriate governmental, regulatory and/or legal authorities.

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____________________

STATEMENT OF POLICY

SECURITIES TRANSACTIONS

____________________

A. BACKGROUND INFORMATION.

Legal Requirement.

In accordance with the requirements of Exchange Act, the '40 Act, the Investment Advisers Act of 1940 (the “Advisers Act”), and the Insider Trading and Securities Fraud Enforcement Act of 1988 (the “Enforcement Act”), BCM has adopted this Securities Transactions Policy.

Brown Capital Management’s Fiduciary Position.

As an investment adviser, BCM is in a fiduciary position which requires the firm to act with an eye only to the benefit of its clients, avoiding those situations which might place, or appear to place, the interests of BCM or its employees in conflict with the interests of clients.

Purpose of Securities Transactions Policy.

The Securities Transactions Policy was developed to help guide BCM and Covered Persons in the conduct of their personal investments and in order to: (i) prevent, as well as detect, the misuse of material, non-public information; (ii) eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal; and (iii) avoid situations where it might appear that BCM or any of its officers, directors or employees had personally benefited at the expense of a client or fund shareholder.

All persons are urged to consider the reasons for the adoption of this Securities Transactions Policy. BCM’s reputation could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duty BCM owes to its clients.

B. OVERVIEW

In general, it is unlawful for persons affiliated with investment companies, their principal underwriters or their investment advisers to engage in personal transactions in securities held or to be acquired by a registered investment company, if such personal transactions are made using fraudulent, deceptive and manipulative practices. Each registered investment adviser must adopt its own written Code of Ethics containing provisions reasonably necessary to prevent its employees from engaging in such conduct, and

to maintain records, use reasonable diligence, and institute such procedures as are reasonably necessary to prevent violations of its Code of Ethics. This Securities Transactions Policy and information reported hereunder, along with the other sections of the Code of Ethics, will enable BCM to fulfill these requirements.

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Applicability.

The following activities are prohibited for applicable Covered Persons (remember, if a person works at BCM full-time, part-time, temporarily or on a contract basis, or is a Director, they are a Covered Person). Persons who violate any prohibition may be required to disgorge any profits realized in connection with such violation to a charitable organization selected by the Ethics Committee and may be subject to other sanctions imposed by the Company, as outlined in the Penalty Guidelines in the Statement of Conduct section of the Code of Ethics.

This Securities Transactions Policy applies to all direct or indirect acquisitions or dispositions of Covered Securities, whether by purchase, sale, tender offers, stock purchase plan, gift, inheritance, or otherwise. Unless otherwise noted, the following trading restrictions also are applicable to any transaction in a Covered Security Beneficially Owned by a Covered Person. Outside Directors are exempt from certain trading restrictions because of their limited access to current information regarding client investments.

Any disgorgement of profits required under any of the following provisions shall be donated to a charitable organization selected by the Ethics Committee. However, if disgorgement is required as a result of trades by Investment Persons that conflicted with their own clients, disgorgement proceeds shall be paid directly to such clients. If disgorgement is required under more than one provision, the Ethics Committee shall determine which provision shall control.1

Excluded Transactions.

Some or all of the trading restrictions listed below do not apply to the following transactions; however, these transactions must still be reported to the CCO (see Reporting Requirements):

·	Tender offer transactions are exempt from all trading restrictions except preclearance.

·	The acquisition of securities through automatic stock purchase plans are exempt from all trading restrictions

__________________________

1 Unless otherwise noted, restrictions on personal transactions apply to transactions involving Covered Securities, including any derivative thereof. When determining the amount of disgorgement required with respect to a derivative, consideration will be given to price differences in both the derivative and the underlying securities, with the lesser amount being used for purposes of computing disgorgement. For example, in determining whether reimbursement is required when the applicable personal trade is in a derivative and the client transaction is in the underlying security, the amount shall be calculated using the lesser of (a) the difference between the price paid or received for the derivative and the closing bid or ask price (as appropriate) for the derivative on the date of the client transaction, or (b) the difference between the last sale price, or the last bid or ask price (as appropriate) of the underlying security on the date of the derivative transaction, and the price received or paid by the client for the underlying security. Neither preclearance nor disgorgement shall be required if such person's transaction is to close, sell or exercise a derivative within five days of its expiration.

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·	No reporting requirements are required with respect to securities held in accounts over which the access person had no direct or indirect influence or control.

The acquisition of securities through stock dividends, automatic dividend reinvestment plans, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of such securities are exempt from all trading restrictions. The acquisition of securities through the exercise of rights by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue, is exempt from all trading restrictions.

·	The acquisition of securities by gift or inheritance is exempt from all trading restrictions. (Note: the sales of securities acquired by gift or inheritance ARE subject to all trading restrictions of the Code of Ethics).

C. DISCLOSURE OF CONFLICTS.

If an Investment Person is planning to invest or make a recommendation to invest in a security for a client, and such person has beneficial ownership in the security exceeding $100,000, such person must first disclose such interest to his or her supervisor or the CCO. The supervisor or CCO shall conduct an independent review of the recommendation to purchase the security for clients. The supervisor or the CCO may review the recommendation only if he or she has no beneficial ownership in the security.

D. TRADING ACTIVITY

A Covered Person is limited to no more than 10 personal trades per month in their personal accounts. This restriction applies regardless of how many accounts a Covered Person may have. Trades are not cumulative; therefore, you must use them each month or loose them. Any trades approved, but not executed will not be counted toward your 10 trades.

E. PRE-CLEARANCE.

Access Persons (except Outside Directors) must obtain pre-clearance prior to engaging in any personal transaction in Covered Securities.

Pre-clearance Procedures.

Access Persons must obtain preclearance for all applicable transactions in Covered Securities in which such person has a Beneficial Ownership interest. A Pre-clearance Security Trading Form (Form1) must be completed and forwarded to the CCO. The CCO shall notify the person of approval or denial of the transaction as soon as all necessary checks have been completed. Notification of approval or denial of the transaction may be given verbally; however, it shall be confirmed in writing within seventy-two (72) hours of verbal notification. When pre-clearance has been approved, the person then has three business days from and including the day of first notification to execute the trade.

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Reasons for Disallowing Proposed Transactions.

A proposed securities transaction will be disapproved if:

Purchases and Sales Within 7 Days. The security has been purchased or sold by any client of BCM within seven (7) days immediately prior to the date of the proposed transaction. If all clients have eliminated their holdings in a particular security, the seven day restriction is not applicable to a Covered Person’s transactions in the security.

·	Purchases and/or Sales Being Considered. The security is being actively considered for purchase or sale for the account of a client of BCM even though no order has been placed.

·	Securities Subject to Internal Trading Restrictions. The security is limited or restricted by BCM as to purchase or sale for client accounts.

A securities transaction may also be disapproved by the CCO based on any other reasonable justification.

Pre-clearance of Tender Offers and Stock Purchase Plans.

Access Persons (other than Outside Directors) who wish to participate in a tender offer or stock purchase plan must preclear such trades with the CCO prior to submitting notice to participate in such tender offer or notice of participation in such stock purchase plan to the applicable company. To preclear the trade, the CCO shall consider all material factors relevant to a potential conflict of interest between the Access Person and clients. In addition, any increase of $100 or more to a pre-existing stock purchase plan must be precleared.

F. OTHER TRADING RULES

IPOs and Hot Issues and Limited Offerings.

Access Persons must obtain the approval of the CCO before directly or indirectly acquiring Beneficial Ownership in any securities in an Initial Public Offering or Limited Offering. In making this decision, the CCO will determine whether the proposed transaction presents a conflict of interest with any of the firm’s clients or otherwise violates the Code of Ethics. The CCO will also determine whether the following conditions have been met:

The purchase is made through the Access Person’s regular broker;

The number of shares to be purchased is commensurate with the normal size and activity of the Access Person’s account;

The transaction otherwise meets the requirement of FINRA’s rule 2790.

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A Covered Person will not be permitted to purchase in an underwritten new or secondary issue or in the aftermarket for the first five (5) trading days following that issue if the issue has been purchased or sold by any client of BCM in an Initial Public Offering or Limited Offering.

60 Day "Short Swing Profit" Rule.

Access Persons (except Outside Directors) shall disgorge any profits realized on a transaction in which a purchase and subsequent sale, or a sale and subsequent repurchase, of the same or equivalent Covered Security occurred within sixty (60) calendar days, and if a client of BCM held or traded the Covered Security traded by the Access Person within sixty (60) calendar days of the Access Person's purchase-sale or sale-repurchase transaction.

Blackout Period.

No Access Person may engage in a transaction in a Covered Security when such person knows or should have known at the time there to be pending, on behalf of any client, a "buy" or "sell" order in that same security. The existence of pending orders will be checked by the CCO as part of the Preclearance process. Preclearance may be given when any pending client order is completely executed or withdrawn.

Seven Day Rule.

Any Access Person who purchases or sells a Covered Security on his or her own behalf within seven (7) calendar days of the purchase or sale of that Covered Security by a BCM client shall disgorge any profits realized on such purchase or sale.

Waiver of Seven Day Rule

The Ethics Committee has the authority, by unanimous action, to exempt (via a waiver) any Access Person from the seven (7) day rule if such person is selling the Covered Security to raise capital to fund a significant life event. For example, purchasing a home or automobile, or paying medical, education expenses, estate planning or retirement. In order for the Ethics Committee to consider such waiver, the life event must be pre-approved by the Ethics Committee, the life event must occur within thirty (30) calendar days of the security transaction, and the person must provide written confirmation of the event. Only one waiver is permitted each year.

Short Sales.

Short selling of any securities is strictly prohibited.

Hedge Funds, Investment Clubs and Other Investments

With the exception of BCM's Investment Partnership, no Access Person (except Outside Directors) may participate in hedge funds, partnerships, investment clubs, or similar investment vehicles, unless such person does not have any direct or indirect influence or control over the trading. Covered Persons wishing to rely upon this provision must submit a Certification of Non-Influence and Non-Control Form to the CCO for approval. (See the Non-Influence and Non-Control Accounts section below.)

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Caution Regarding Personal Trading Activities.

Certain personal trading activities may be risky not only because of the nature of the transactions, but also because action necessary to close out a position may become prohibited for some Covered Persons while the position remains open. For example, if BCM becomes aware of material non-public information, or if a client is active in a given security, some Covered Persons may find themselves "frozen" in a position. BCM will not bear any losses in personal accounts resulting from the application of this Code of Ethics. All Covered Persons who engage in personal trading activity, by signing the Acknowledgment of Receipt Form, are acknowledging that they understand these risks.

G. REPORTING REQUIREMENTS.

Account Reports.

Covered Persons must notify the CCO of each brokerage account in which they have a Beneficial Ownership interest, must notify the broker or financial institution in writing of his or her association with BCM, and must arrange for their brokers or financial institutions to provide to the CCO, on a timely basis, duplicate account statements and confirmations showing all transactions in brokerage or commodities accounts in which they have a Beneficial Ownership interest. A Personal Brokerage Account Disclosure Form should be completed for this purpose.

Access Persons Trading and Holding Reports.

Access Persons are required to file the following reports with the CCO:

Personal Brokerage Account Disclosure Form -Access Persons must complete this form immediately upon opening a brokerage account, and annually thereafter.

. Holdings Report - Access Persons must, within ten (10) calendar days after becoming an Access Person, provide the CCO with a Holdings Report which lists the title, number of shares, type of security and principal amount of each Covered Security in which the Access person has any direct or indirect Beneficial Ownership and the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities were held for the direct or indirect benefit of the Access Person. In addition, such persons must provide a brief description of any positions held (e.g., director, officer, other) with for-profit entities other than BCM. The report must contain information current as of no more than ten (10) calendar days from the time the report is submitted.

Pre-clearance Security Trading Form (Form1) -Access Persons must obtain pre-clearance for all applicable transactions in Covered Securities in which such person has a Beneficial Ownership interest. A Pre-clearance Security Trading Form (Form1) must be completed and forwarded to the CCO. The CCO shall notify the person of approval or denial of the transaction as soon as all necessary checks have been completed. Notification of approval or denial of the transaction may be given verbally; however, it shall be confirmed in writing within seventy-two (72) hours of verbal notification. When pre-clearance has been approved, the person then has three business days from and including the day of first notification to execute the trade.

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Trading Execution Form (Form 2) -Within 10 calendar days of executing any personal security trade, an employee must complete and submit a Trading Execution Form (Form2). All brokerage accounts should be set-up with the Broker to have confirmations of all trades automatically sent to the CCO. If for any reason, brokerage confirms are not received, CCO has the authority to request the employee to immediately provide such information.

Annual Holdings Report -Access Persons must provide an Annual Holdings Report within thirty (30) days after the end of the year. This Report must include: (i) the title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership; (ii) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and (iii) the date the report is submitted.

Access Persons must promptly comply with any request of the CCO to provide any reports regardless of whether their broker has been instructed to provide duplicate information. Such reports may be requested, for example, to check that all applicable confirmations are being received or to supplement the requested confirmations or statements where a broker is difficult to work with or otherwise fails to provide duplicate information on a timely basis.

Non-Influence and Non-Control Accounts.

This Securities Transactions Policy shall not apply to any account, partnership, or similar investment vehicle over which a Covered Person has no direct or indirect influence or control. Covered Persons wishing to rely upon this provision are required to receive approval from the CCO. Covered Persons must submit proof of discretionary authority by the company managing their account and must submit monthly or quarterly statements to the CCO.

Other Required Forms

In addition to the Pre-clearance Security Trading Form (Form 1), Trading Execution Form (Form2, Personal Brokerage Account Disclosure Form and Holdings Report (Initial & Annual, the following forms must be completed if applicable:

Acknowledgment of Receipt Form - Each Covered Person must provide Compliance with an Acknowledgment of Receipt Form within ten (10) calendar days of commencement of employment or other services certifying that he or she has received a current copy of the Code of Ethics and acknowledges, as a condition of employment, that he or she will comply with the Code of Ethics in their entirety.

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Acknowledgment of Amendment Form. Each Covered Person must provide Compliance with an Acknowledgment of Amendment Form within ten (10) calendar days after the amendments have been distributed. The signing and return of this form acknowledges your receipt and understanding of the changes to the Code of Ethics.

3.	Annual Certification Form - Each Covered Person must provide Compliance annually within thirty (30) calendar days after the end of the year with an Annual Certification Form certifying that he or she has:

a) received, read and understands the Code of Ethics;

b) complied with the requirements of the Code of Ethics; and

disclosed or reported all open brokerage and commodities accounts, personal holdings and personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics.

Outside Director Representation Form - All Outside Directors must, upon commencement of services and annually thereafter, provide the CCO with an Outside Director Representation Form. The Form declares that such persons agree to refrain from trading in any securities when they are in possession of any information regarding trading recommendations made or proposed to be made to any client by any Access Person.

Review of Records, Forms and Reports.

The CCO will review all transactions and holding reports to detect conflicts of interest, abusive practices or breaches of the BCM Code of Ethics.

Penalties for failure to Provide Trading Forms within Stated Time per Code of Ethics

If proper trading forms (Forms 1 & 2) are not submitted within the prescribed time limit as stated in the Code of Ethics, employee will be suspended from personal security trading for 90 calendar days. Second infraction will cause suspension for 1 year. Third infraction will be permanent suspension from personal trading.

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H.	MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS.

Dealing with Clients.

Covered Persons may not, directly or indirectly, sell to or purchase from a client any Covered Security. This prohibition does not preclude Covered Persons from purchasing and redeeming shares from any Fund.

Margin Accounts.

While brokerage margin accounts are discouraged, Access Persons may open and maintain margin accounts for the purchase of securities, provided such accounts are with brokerage firms with which such person maintains a regular brokerage account, and all account activities are reported to BCM as required in this Securities Transactions Policy.

Ownership Reporting Requirements – 0.5% Ownership.

If an Access Person owns more than 1/2 of 1% of the total outstanding shares of a public company (or any company anticipating a public offering of an equity security), he or she must immediately report in writing such fact to the CCO, providing the name of the publicly owned company and the total number of such company’s shares beneficially owned.

Confidentiality of Records.

BCM makes every effort to protect the privacy interests of all persons in connection with all reports, records and forms submitted to the Company.

Questions about Securities Transactions Policy.

All persons are urged to seek the advice of the CCO when they have questions as to the application of this Securities Transactions Policy to their individual circumstances.

Sanctions.

Strict compliance with the provisions of this Securities Transactions Policy is considered a basic provision of association with BCM. The CCO is responsible for administering this Securities Transactions Policy. In fulfilling this function, the CCO will institute written procedures as he or she deems reasonably necessary to monitor compliance with this Securities Transactions Policy and to otherwise prevent or detect violations. Upon discovering a material violation of this Securities Transactions Policy, the CCO may impose sanctions under the Penalty Guidelines set forth in the Statement of Conduct, or such other sanctions as the CCO deems appropriate. In addition, a violation of this Securities Transactions Policy may require the surrender of any profit realized