Addressing Conflicts of Interest and Code of Ethics

McClurg Capital has adopted a Code of Ethics for all supervised persons of the firm describing its high standard of business conduct, and fiduciary duty to its clients. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons at McClurg Capital must acknowledge the terms of the Code of Ethics annually, or as amended.

McClurg Capital anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, it will cause accounts over which McClurg Capital has management authority to effect, and will recommend to investment advisory clients or prospective clients, the purchase or sale of securities in which McClurg Capital, its affiliates and/or clients, directly or indirectly, have a position of interest. McClurg Capital’s employees and persons associated with McClurg Capital are required to follow McClurg Capital’s Code of Ethics. Subject to satisfying this policy and applicable laws, officers, directors and employees of McClurg Capital and its affiliates may trade for their own accounts in securities which are recommended to and/or purchased for McClurg Capital’s clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of McClurg Capital will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of McClurg Capital’s clients. In addition, the Code requires pre-clearance of many transactions, and restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code of Ethics, and to reasonably prevent conflicts of interest between McClurg Capital and its clients.

McClurg Capital Corporation’s Code of Ethics is disseminated to all affiliated personnel. Activities by anyone, from senior management to clerical staff, violating this Code of Ethics will not be tolerated. Every aspect of our business will be conducted in a fair, lawful and ethical manner. Sufficient internal controls have been implemented to ensure that all reasonable efforts are always taken to deter and detect any activities which do not meet the highest standards of ethical behavior.

Senior management is committed to working with Compliance and all registered individuals to ensure the existence and awareness of a strong and committed compliance culture. Our leadership will consistently be such that we will instill ethical behavior throughout the firm and make it known that anyone acting in a manner less than what is expected will be sanctioned or terminated.

Senior management’s leadership style will be to lead by example, creating an environment encouraging honesty and fair play by all employees in the conduct of his or her duties.

Our customers will be offered only those pre-approved products/services which have been determined to be appropriate for their specific needs and which provide fair value.

It is our obligation to respect and protect the right to privacy of all our clients.

Confidential or proprietary information, obtained during an individual’s association or employment with McClurg Capital Corporation, is not to be used for personal gain or to be shared with others for personal benefit.

All efforts are to be made to avoid actual or apparent conflicts of interest. Such a conflict may exist even when no actual wrongdoing occurs; the opportunity to act improperly may be sufficient to give the appearance of a conflict.

Strict compliance with all laws and regulations governing the securities industry is paramount. Insider trading, front running and rumor mongering are prohibited.

Senior management will continue to ensure that the procedures in place are acceptable in terms of making determinations regarding the qualifications, experience and training of all individuals prior to assigning them any supervisory responsibilities.

Individual employees not adhering to this Code of Ethics, as well as all other policies and directives issued by McClurg Capital Corporation, during any activities undertaken on behalf of McClurg Capital will be subject to sanctions and possible termination.

Except for very limited circumstances as described below, it is McClurg Capital’s policy that the firm will not affect principal or agency cross securities transactions for client accounts. McClurg Capital will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account, buys from or sells any security to any advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer.

McClurg Capital may affect principal or agency cross transactions under the following circumstances:

McClurg capital may act as principal in transactions between its managed client accounts and those of non-discretionary brokerage client accounts. The managed account client must receive better than best wholesale bid if selling and pay less than best wholesale offer if buying. Markup or markdown to managed client is not to exceed $50.00 regardless of size. Transaction price must be determined to be economically beneficial to both buyer and seller by David McClurg. Confirmations will indicate that McClurg Capital acted as principal by disclosing markup or markdown, if any, to managed clients.

McClurg Capital may affect agency cross transactions between managed accounts under the same restrictions as above, but with an agency transaction fee of no greater than $25.00 to both buyer and seller.

Brokerage Practices

Managed accounts are required to use McClurg Capital as broker/dealer and the Bank of New York Mellon/Pershing as custodian, and execution and clearing agent. Securities transactions are directed to Pershing through our New York affiliate Bernard Herold and Co. subject to a tri-party clearing agreement. McClurg Capital, Bernard Herold & Co., and Pershing may receive economic benefit from transaction charges.

McClurg Capital does not participate in any soft dollar arrangements.

Although McClurg Capital utilizes third party research and services, they are not a factor in determining transaction costs and/or management fees to clients. McClurg Capital does not direct brokerage in return for any products or services.

Form CRS/Reg BI 7/22/2020