1. 2015 Code of Ethics Training
Place of Traing
Date of Training

2. FIRM Code of Ethics
FIRM (“FIRM”) has adopted a Code of Ethics (“Code”) to set forth requirements relating to personal trading and define requirements and expectations for business conduct of all its Access Persons. The Code does not and cannot address every situation that could arise in our day-to- day business. FIRM is a fiduciary under the securities laws, and overall principals of fairness and fiduciary duties should guide you in your day-to-day activities.
The Code is intended as a complement to other compliance policies and procedures manuals of FIRM and its affiliates. All Access Persons are expected to adhere to the FIRM’ Mission and Values Statement and Code of Professional Conduct.
The Code generally requires that all aspects of FIRM’s business be conducted in an ethical and legal manner.

3. FIRM Code of Ethics
FIRM is a fiduciary and the interests of our clients always comes first.
All personal securities transactions are to be conducted in such a manner as to avoid actual or potential conflicts of interest or abuse by FIRM Access Persons with knowledge of customer information or customer transactions.
FIRM personnel should not take inappropriate advantage of their positions--information concerning the identity of security holdings and financial circumstances of clients is confidential.

4. DEFINITIONS
The FIRM Code of Ethics defines various categories of persons:
“Supervised Persons” are those individuals who provide advice on behalf of FIRM and are subject to the supervision and control of FIRM.
“Access Persons” are generally defined as Supervised Persons who have access to nonpublic information about client purchases or sales of securities, about the portfolio holdings of FIRM funds or other reportable funds and who are involved in making securities recommendations to clients, or have access to such recommendations that are nonpublic; and such other persons as the Legal and Compliance Department shall designate, including certain employees of FIRM Inc. who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of securities by any FIRM-advised mutual fund.
“Investment Persons” which are all persons who manage client portfolios and the FIRM funds. All FIRM Investment Persons are currently located in Houston.

5. STANDARDS OF CONDUCT
All Access Persons must comply with applicable federal and state securities laws at all times.
A. Access Persons are responsible for:
following the Code of Ethics;
obtaining any necessary approvals for personal trading and other issues; and
reporting any suspected fraudulent or illegal activity to the Chief Compliance Officer.
B. Conflicts of Interest
Conflicts of interest should be carefully managed or eliminated. Conflicts oftentimes arise in situations where private, personal or outside interests or the interests of FIRM interfere with duties and responsibilities to clients. Common conflicts are:
Conflicts Among Client Interests. Each client must be treated fairly, and one client should not be favored over another.
Conflicts with FIRM Interests. Client interests should not be placed behind the interests of the firm (or firm affiliates).
Competing with Client Trades. You should not use knowledge about pending or currently considered securities transactions for clients to profit personally.

6. STANDARDS OF CONDUCT (Cont’d)
C. Inside Information and Insider Trading
You must not reveal or trade on any material non-public information. If at any time you believe that you have come into possession of material non-public information, notify the Legal Department immediately.
The FIRM Inc. Compliance Manual has procedures designed to better control sensitive information and to deter potential insider trading. We utilize:
The Compliance Restriction List -which requires Access Persons not to trade in securities on this list for any account (affiliated or otherwise) until the security is removed.
The Research Restriction List -which requires Access Persons not to trade in any security consistent with a FIRM research recommendation on this list for any:
employee,
officer related or
related party account
However, if the trade is “against” the research recommendation, it is allowable.
FIRM may trade in securities on this list for other client accounts. Securities are generally included on this list for a period of two business days following the activity.

7. Personal Transactions
All personal securities transactions of Access Persons should:
be consistent with the Code of Ethics;
avoid any actual or potential conflict of interest;
avoid the abuse of job knowledge or responsibilities; and
avoid taking inappropriate advantage of your position with FIRM.

8. Personal Transactions (cont’d)
Trading Restrictions for Personal Transactions
Accounts must be maintained at FIRM unless approved to be outside. We must receive statements.
Accounts Include the Accounts of Certain Family Members and Other Accounts.
Private Placements-must be pre-cleared by Access Persons.
Access Persons may not invest in Initial Public Offerings.

9. Personal Transactions (Cont’d)
2. Additional Restrictions for Investment Persons:
“Investment Persons” are those individuals who determine the securities to buy or sell in client accounts or who have knowledge of transactions. All persons in Houston are classified as Investment Persons.
(a) Preclearance
Investment persons must preclear trades with the Preclearance Officer except for
transactions that do not exceed $15,000 and involve the common stock of an issuer with a market capitalization in excess of $20 billion.
A series of smaller trades may not be engaged in to rely on this exemption.
Preclearance is effective for the day of approval only.

10. Personal Transactions (Cont’d)
(b) Holding periods:
Short term trading is discouraged. Senior officers of FIRM and all Investment Persons may not purchase and subsequently sell (or sell and purchase) the same security within any 60-day period, unless the transaction is approved by the Preclearance Officer.
(c) Blackout periods and other restrictions:
Investment Persons may not buy or sell a security within 7 calendar days before or after a purchase or sale of the same or related security by a fund or advised account;
buy or sell any security which to the Investment Person’s knowledge is being considered for purchase or sale by any account managed by FIRM.

11. Personal Transactions (Cont’d)
(3) Exceptions to preclearance, holding and blackout periods:
Securities that are not reportable securities (direct obligations of the US Government, banker’s acceptances, CD’s commercial paper, high quality short-term debt instruments)
Shares of money market funds
Shares of open-end funds other than
Reportable funds (advised by FIRM); and
Exchange traded open-end funds

12. STANDARDS OF CONDUCT E. Gifts and Entertainment
FIRM employees may not solicit gifts
$100 per year limitation on giving or receiving
Cannot give or receive cash
Entertainment must not be extravagant or excessive
F. Political Contributions
SEC’s IA Pay-to-Play rule restricts political contributions for the purpose of obtaining or retaining investment advisory business with states and municipalities.
FIRM policy applies all political contributions by FIRM employees (“covered associates” and “restricted persons”).
FIRM policies do not apply to spouses and family members but employees cannot “do indirectly what they cannot do directly” such as requesting spouses give contributions.
All fundraising and volunteer activity must be preapproved.
Initial and Quarterly Certifications are required.

13. Standards of Conduct Political Contributions (continued)
“Contribution” means anything of value including in-kind services such as use of facilities, personnel or resources
The Rule also applies to state and local officials running for a Federal Office (Governor running for President).
If we violate the SEC’s Political Contribution Rule, we would not be allowed to receive an investment advisory fee for two years for managing any business for a governmental plan the candidate or official could influence (including appointing board members).
The Rule also restricts political contributions in those jurisdictions where a government plan has selected FIRM advised funds as a choice in their plan.
FIRM’s policy allows $350 per election to a candidate you can vote for and $150 to a candidate you cannot vote for.

14. Standards of Conduct Political Contributions (continued)
Preapproval is required for all political contributions. Ask for approval!
FIRM has chosen to give political contributions to officials in the states of XYZ which limit FIRM’s ability to be compensated for investment advisory services to governmental entities in those jurisdictions for two years.

15. STANDARDS OF CONDUCT (Cont’d)
G. Confidentiality
client information is proprietary and confidential and must be protected
H. Service as a Director
No service on boards without prior approval
Boards of public companies present special issues
Outside Business Activities and Outside Employment
must be approved in advance
J. Undue Influence
must not be used to cause FIRM to purchase securities which benefit FIRM, FIRM or affiliates
K. Proxy Voting
Decisions must not be influenced by interest of FIRM or affiliates

16. COMPLIANCE AND REPORTING PROCEDURES
Reporting Requirements
1. Initial, Quarterly and Annual disclosure-is required of Personal Holdings by Access Persons.
2. Transactions and Periodic Statement Reporting Requirements
Access Persons must arrange for the FIRM Compliance Department to receive copies of:
statements of all securities accounts in which the Access Person has Beneficial Ownership.
any 401(k) or other retirement plan record keeper that maintains an account holding any Reportable Security in which such person has a Beneficial Ownership

17. COMPLIANCE AND REPORTING PROCEDURES (Cont’d)
Reporting Exemptions. You need not report:
a. securities transactions in accounts over which the Access Person has no direct or indirect influence or control;
b. transactions effected pursuant to an automatic investment plan such as a dividend reinvestment plan

18. FAILURE TO COMPLY WITH THE CODE OF ETHICS
A. Duty To Report
Supervised Persons must report violations, including apparent or suspected violations of the FIRM Code of Ethics, promptly to the FIRM Chief Compliance Officer. Reports may be submitted anonymously and will be treated confidentially to the extent permitted by law.
B. Sanctions
Violations of the Code of Ethics or applicable rules and regulations shall result in sanctions which may include, but are not limited to, fines, suspension from employment, a letter of censure, restitution to any client account of an amount equal to the advantage gained by reason of such violation, and/or termination.

19. Other Compliance Matters
Form U-4 must be kept up to date
Living Document
Current Address
Certain events require immediate disclosure

20. Other Compliance Matters-Directing Commissions
We are prohibited from directing portfolio transactions to broker-dealers in exchange for their promotion or sale of our mutual funds

21. Money Laundering Remains an important emphasis of Federal Regulators
Know your customer is our best defense
Report anything that seems suspicious

22. Questions and Discussion
FIRM Code of Ethics
Questions and Discussion