### •  The duty to have areasonable, independent basis for the investment advice provided;

### •  The duty to obtainbest execution for a client’s transactions where the Firm is in a position todirect brokerage transactions for the client;

### •  The duty to ensurethat investment advice is suitable to meeting the client’s individualobjectives, needs and circumstances; and

### •  A duty to be loyal toclients.

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### •  Report theinformation and proposed trade immediately to the Chief Compliance Officer.

### •  Do not purchase orsell the securities on behalf of yourself or others, including investment fundsor private accounts managed by the firm.

### •  Do not communicatethe information inside or outside the firm, other than to the Chief ComplianceOfficer.

### •  After theCCO has reviewed the issue, the firm will determine whether theinformation is material and nonpublic and, if so, what action the firm willtake.

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### •  Reading, understanding and consenting to complywith the insider trading policies contained in this Insider Tradingstatement.  (Supervised persons will be requested to sign anacknowledgement that they have read and understood their responsibilities;

### •  Ensuring that notrading occurs for their account, for any account for which they have abeneficial interest, for any Client's account, or in securities for which theyhave insider information;

### •  Not disclosinginsider information obtained for any source whatsoever to inappropriatepersons.  Disclosure to family, friends, or acquaintances will be groundsfor immediate termination;

### •  Consulting the CCOwhen questions arise regarding insider tradingn or when potential violations ofinsider trading are suspected;

### •  Ensuring that Aspen receives copies of confirmations and statements from both internal and externalbrokerage firms for accounts of supervised persons' immediate families;

### •  Advising the CCO ofall outside activities, directorships, or major ownership (over 5%) in a publiccompany.  No supervised person may engage in any outside activities asemployee, proprietor, partner, consultant, officer, or director without priorwritten consent of the CCO;

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### •  Being aware of andmonitoring any investors who are shareholders, directors, and/or seniorofficers of public companies.  Any unusual activity including a purchaseor sale of restricted stock must be brought to the attention of the CCO.  

### •  Inform managementwhen unauthorized personnel enter the premises;

### •  Lock doors at alltimes in areas that have confidential and secure files;

### •  Refrain fromdiscussing sensitive information in public areas;

### •  Refrain from leavingconfidential information on message devices;

### •  Maintain control ofsensitive documents including handouts and copies intended for internaldissemination;

### •  Ensure that faxes ande-mail messages containing sensitive information are property sent and confirmthat the recipient has received the intended message;

### •  Do not allowpasswords to be given to unauthorized personnel.

### •  The interests ofclient accounts will at all times be placed first;

### •  All personalsecurities transactions will be conducted in such manner as to avoid any actualor potential conflict of interest or any abuse of an individual’s position oftrust and responsibility; and 

### •  Supervised personsmust not take inappropriate advantage of their positions.

### 1.   Any transaction in aSecurity in anticipation of Client orders (front running) in prohibited;

### 2.   Any transaction in aSecurity which the supervised person knows or has reason to believe is beingpurchased or sold, or is being considered for purchase or sale, by a Client isprohibited until the Client's transaction has been completed or considerationof such transaction is abandoned;

### 3.   Any same-daytransaction in a Security in which any Client has a pending or actualtransaction is prohibited;

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### 4.   Any transaction in aSecurity during the period which begins ten days before and ends ten days afterany Client has traded in that Security is prohibited;

### 5.   Any short selling oroption trading that is economically opposite any pending transaction for a Fundor any other Client is prohibited;

### 6.   Any transaction in aSecurity that would result in a supervised person's profiting in the purchaseand sale or sale and purchase, of the same (or equivalent) security within 60calendar days, is prohibited. 

### •  Giving, receiving orsoliciting gifts in a business may give rise to an appearance of impropriety ormay raise a potential conflict of interest ;

### •  Supervised personsshould not accept or provide any gifts or favors  that might influence thedecisions you or the recipient must make in business transactions involvingAspen Partners, Ltd., or that others might reasonably believe would influencethose decisions;

### •  Modest gifts andfavors, which would not be regarded by others as improper, may be accepted orgiven on an occasional basis.  Entertainment that satisfies theserequirements and conforms to generally accepted business practices also ispermissible;

### •  Where there is a lawor rule that applies to the conduct of a particular business or the acceptanceof gifts of even nominal value, the law or rule must be followed.

### •  Any supervised personwho accepts, directly or indirectly, anything of value from any person or entitythat does business with or on behalf of Aspen Partners, Ltd., including giftsand gratuities with value in excess of $100 per year, must obtain consent fromthe Chief Compliance Officer before accepting such gift.

### •  This reportingrequirement does not apply to bona fide dining or bona fide entertainment if,during such dining or entertainment, you are accompanied by the person orrepresentative of the entity that does business with Aspen Partners, Ltd.

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### •  This gift reportingrequirement is for the purpose of helping Aspen Partners, Ltd. monitor theactivities of its employees.  However, the reporting of a gift does notrelieve any supervised person from the obligations and policies set forth inthis Section or anywhere else in this Code.  If you have any questions orconcerns about the appropriateness of any gift, please consult the CCO.

### •  As necessary toprovide service that the client requested or authorized, or to maintain andservice the client's account.  Aspen Partners, Ltd. will require that anyfinancial intermediary, agent or other service provider utilized byAspen (such as broker-dealers or sub-advisers) comply with substantiallysimilar standards for non-disclosure and protection of Confidential ClientInformation and use the information provided by Aspen only for the performanceof the specific service requested by Aspen;

### •  As required byregulatory authorities or law enforcement officials who have jurisdiction overAspen Partners, Ltd., or as otherwise required by any applicable law.  Inthe event Aspen is compelled to disclose Confidential Client Information, thefirm shall provide prompt notice to the clients affected, so that the clientsmay seek a protective order or other appropriate remedy.  If no protectiveorder or other appropriate remedy is obtained, Aspen shall disclose only suchinformation, and only in such detail, as is legally required;

### •  To the extentreasonably necessary to prevent fraud, unauthorized transactions or liability.

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### •  The firm restrictsaccess to Confidential Client Information to those supervised persons who needto know such information to provide services to clients;

### •  Any supervisedperson who is authorized to have access to Confidential Client Information inconnection with the performance of such person's duties and responsibilities isrequired to keep such information in a secure compartment, file orreceptacle on a daily basis as of the close of each business day;

### •  All electronic orcomputer files containing any Confidential Client Information shall be passwordsecured and firewall protected from access by unauthorized persons;

### •  Any conversationsinvolving Confidential Client Information, if appropriate at all, must beconducted by supervised persons in private, and care must be taken toavoid any unauthorized persons overhearing or intercepting such conversations.

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### •  Provided writtennotice to the CCO prior to opening or placing an initial order in an accountwith such broker or bank, or, if an account with such broker or bank wasestablished prior to the implementation of the Policy and Code, has providedthe CCO with written details about the account;

### •  Obtained the writtenclearance of the CCO prior to opening or placing initial orders in such accountor, in the case of a pre-existing account, placing any further orders in suchaccount; and

### •  Provided such or bankwith a written notice of the supervised person's affiliation with Aspen and requested that copies of trade confirmations and statements be sent to theCCO.  A copy of such written notice and request should also be provided tothe CCO.

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### •  Purchases of excludedSecurities;

### •  Any transaction inSecurities in an account over which you do not have any direct or indirectinfluence or control.  There is a presumption that you can exert somemeasure of influence or control over accounts held by members of your immediatefamily sharing the same household, but this presumption may be rebutted byconvincing evidence;

### •  Purchases ofSecurities under dividend reinvestment plans or under an employer-sponsored,automatic payroll deduction, cash purchase plan;

### •  Purchases ofSecurities by exercise of rights issued to the holders of a class of Securitiespro rata, to the extent they are issued with respect to Securities of which youhave Beneficial Ownership;

### •  Acquisitions ordispositions of Securities as the result of a stock dividend, stock splitmerger, consolidation, spin-off or other similar corporate distribution orreorganization applicable to all holders of a class of Securities of which youhave Beneficial Ownership.

### •  Subject to thepreclearance restriction applicable to private placements set forth above,acquisitions or dispositions of Securities of a private issuer.  A privateissuer is a corporation, partnership, limited liability company or other entitywhich has no outstanding publicly-traded Securities, and no outstandingSecurities which are exercisable to purchase, convertible into or exchangeablefor publicly-traded Securities.  However, you will have Beneficial Ownership ofSecurities held by a private issuer whose equity Securities you hold, unlessyou are not a controlling equity holder and do not have or share investmentcontrol over the Securities held by the entity.

### •  Such other classes oftransactions as may be exempted from time to time by the CCO based upon adetermination that the transactions are unlikely to violate securitiesregulations.  The Compliance Officer may exempt designated classes oftransactions from any of the provisions of this Policy and Code except theprovisions set forth below under Reporting.

### •  Such other specifictransactions as may be exempted from time to time by the CCO.  On acase-by-case basis when no abuse is involved the CCO may exempt a specifictransaction from any of the provisions of this Policy and Code except theprovisions set forth below under Reporting.

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### •  The title andexchange ticker symbol or CUSIP number, type of security, number of shares andprincipal amount (if applicable) of each Reportable Security in which thesupervised person had any direct or indirect beneficial interestownership  when the person becomes a supervised person.  You mayprovide this information by referring to attached copies of broker transactionconfirmations or account statements that contain the information.

### •  The name of anybroker, dealer, bank, or other institution (such as a general partner of alimited partnership, or transfer agent of a company) account name, numberand location with whom the supervised person maintained an account in which anysecurities were held for the direct or indirect benefit of the supervisedperson; 

### •  A statement (and aletter or other evidence) that you have instructed each broker, dealer, bank,or other institution to provide duplicate account statements and confirmationsof all Securities transactions to Aspen, unless Aspen indicates that theinformation is otherwise available to it. 

### •  The date that thereport is submitted by the supervised person.

### •  The date of thetransaction, the title and exchange ticker symbol or CUSIP number, the interestrate and maturity date (if applicable), the number of shares and  theprincipal amount (if applicable) of each covered security;

### •  The nature of thetransaction (i.e., purchase, sale or any other type of acquisition ordisposition);

### •  The price of thereportable security at which the transaction was effected;

### •  The name of thebroker, dealer or bank with or through whom the transaction was effected; and

### •  The date the reportis submitted by the supervised person.

***You need not make aquarterly transaction report if it would duplicate information contained intrade confirmations or account statements already received by the ChiefCompliance Officer.***

### •  Transactions effectedfor, securities held in, any account over which the person has no direct orindirect influence or control;

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### •  Transactions effectedpursuant to an automatic investment plan;

### •  A quarterlytransaction report if the report would duplicate information contained insecurities transaction confirmations or brokerage account statementsthat Aspen Partners, Ltd. holds in its records so long as the firmreceives the confirmations or statements no later than 30 days after the end ofthe applicable calendar quarter.

### •  A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 whichis or has been in effect during the past five years;

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### •  A record of anyviolation of Aspen's Code and any action that was taken as a result of suchviolation for a period of five years from the end of the fiscal year in whichthe violation occurred;

### •  A record of allwritten acknowledgements of receipt of the Code and amendments thereto foreach person who is currently, or within the past five yearswas, a supervised person which shall be retained for five years afterthe individual ceases to be a supervised person of Aspen Partners, Ltd.;

### •  A copy of each reportmade pursuant to Advisers Act Rule 204A-1, including any brokerageconfirmations and account statements made in lieu of these reports;

### •  A list of all personswho are, or within the preceding five years have been, access persons;

### •  A record of anydecision and reasons supporting such decision to approve a supervised persons'acquisition of securities in IPOs and limited offerings within the past fiveyears after the end of the fiscal year in which such approval is granted.

**Any retaliation for the reporting of a violation under thisCode will constitute a violation of the Code.**

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