Code of Ethics

General Principles

At a minimum, Robert A. Stanger & Co., Inc. (“Stanger”) employees and officers will act within the law. More importantly, all employees and officers have a duty to the clients of the firm and must:

a) Place the interest of clients first
b) Conduct all personal transactions in a manner consistent with the code of ethics and avoid conflicts of interest or any abuse of a position of trust and responsibility
c) Never take inappropriate advantage of their positions
d) Protect the confidentiality of client information and security holdings
e) Act in a way to uphold the firms’ reputation for honesty, integrity and professionalism.

Scope of the Code

Persons covered by the code are principals and employees (“supervised persons”).  The principals (who make all investment decisions) are also considered “access persons.”  For the purpose of personal securities trading, the code also covers supervised persons’ immediate families and any account in which the person has a direct or indirect beneficial interest (such as a trust).

Securities covered by the code are any stock, bond, future investment contract or any other investment that is considered a “security.”  Direct obligations of the US Government and money market funds are not covered.

Standards of Business Conduct

All supervised persons must comply with applicable federal securities laws and must uphold the firm’s obligations.

As part of this requirement, supervised persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client to:

a) Defraud such client in any manner;
b) Mislead such client, including making a statement that omits material facts;
c) Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit on such client;
d) Engage in any manipulative practice with respect to such client;
e) Engage in any manipulating practice with respect to securities, including price manipulation.

The firm has an affirmative duty of care, loyalty, honesty and good faith to act in the best interest of its clients.  Therefore, supervised persons will not:

a) Favor one client over another client
b) Use knowledge of pending transactions to profit personally

Supervised persons are prohibited from trading, either personally or on behalf of others, while in possession of material, non-public information.  The provision also prohibits personnel from communicating material non-public information to others in violation of the law.  The term “material non-public information” relates not only to issuers but also Stanger’s securities recommendations and clients securities holdings and transactions.

Pre-clearance of all trades (including IPO’s and private placements) by supervised persons is required.  Access persons must execute trades after all relevant clients have had the opportunity to purchase or sell, preferably one day later.

Supervised persons should not accept inappropriate gifts, favors, entertainment, special accommodation or other things of material value that could influence their decision-making.  Similarly, they should not offer the same to a client.

Stanger and its supervised persons must keep all information about clients (including former clients) in strict confidence, including the clients’ identity, the clients’ financial circumstances, the clients’ security holdings and advice furnished to the client by the firm, except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes.

Compliance Procedures

Supervised persons will provide the Chief Compliance Officer, Kevin T. Gannon, with a statement of all security holdings quarterly.

Supervised persons will receive a copy of this code.  They will be asked to read and understand the code and agree to comply with its provisions.  Supervised persons will be asked to sign a copy of this code and of any subsequent amendments.  Annual recertification will be required.

Record Keeping

Stanger will maintain:

a) A copy of each code that has been in effect at any time during the past five years
b) A record of any violations of the code for five years
c) A record of all written acknowledgments for five years
d) Holdings and transaction reports for five years

Disclosure – Administration of the Code

Stanger will disclose that a copy of the Code of Ethics is available to clients or prospective clients on request.

Stanger will review the code annually to assure its adequacy.

Supervised persons must note that any violation of the code may result in any disciplinary action that the chief compliance officer deems appropriate, including a warning, fine, disgorgement or termination of employment.  In addition to sanctions, violations may result in referral to civil or criminal authorities, where appropriate.