Code of Ethics

The Code sets forth the Adviser's and each Employee's fiduciary duty to separately managed accounts and addresses possible conflicts of interest, including our employee personal trading policy. This Code should be read in conjunction with the Adviser's Supervisory Procedures and Compliance Manual dated April 2024.

Fundamental Standards of Business Conduct:

The interests of Clients must always be placed first
All transactions must avoid actual or perceived conflicts of interest
Employees must not misrepresent the Adviser or their role
Compliance with all applicable State & Federal Securities Laws

2. Oversight of the Code

Employee Acknowledgement

Each employee must execute and return the Employee Acknowledgement form upon hire and annually thereafter, certifying understanding of the Code's contents.

Training Requirements

All employees receive bi-monthly compliance training covering regulatory requirements, personal trading responsibilities, and fiduciary duties.

Sanctions for Non-Compliance

Violations may result in disgorgement of profits, criminal or civil penalties, suspension, termination, and/or notification to regulatory authorities.

5. Whistleblower Policy

All employees have the responsibility to comply with policies and procedures and to report violations or suspected violations, including financial impropriety, dishonest activity, or any prohibited conduct.

Non-Retaliation Protection

Eagle Investors forbids retaliation against anyone who, in good faith, reports violations, assists in complaints, or cooperates in investigations.

SEC Whistleblower Program

Eligible whistleblowers may receive 10-30% of monetary sanctions for information leading to successful SEC actions exceeding $1 million.

10. Personal Trading Policy

All employees are considered "Access Persons" and must comply with comprehensive personal trading restrictions and reporting requirements under the Advisers Act Code of Ethics Rule.

Reporting Requirements

Initial Holdings Report
Annual Holdings Report
Quarterly Transaction Reports

Pre-Approval Required

Initial Public Offerings (IPOs)
Limited Offerings
Cryptocurrency Trading

Prohibited Activities

Trading on MNPI
Restricted List Securities
Hypothetical Recommendations

Cryptocurrency Policy

All cryptocurrency transactions require CCO pre-approval and are subject to a minimum 30-day holding period. The CCO determines what qualifies as "Cryptocurrency" under this policy.

12. Insider Trading

Strict Prohibition

Eagle Investors forbids any employee from engaging in activities that would be considered illegal insider trading, extending to activities outside the scope of duties at the Adviser.

Material Non-Public Information (MNPI)

Information is material if a reasonable investor would consider it important in making investment decisions.

• Earnings information
• Merger and acquisition data
• Significant asset changes
• New products or discoveries

Severe Penalties

Violations can result in:

• Criminal fines and jail terms
• 3x penalty of illicit profits
• Permanent securities industry ban
• Employment termination

Channel Checking Procedures

Field research activities require CCO pre-approval. Employees are prohibited from using fraud or deception to obtain information and must immediately report potential MNPI receipt.

7. Gifts and Entertainment

Permissible Gifts

• Conference accommodation expenses
• Corporate gift list items
• Transaction celebration gifts
• Wedding/graduation gifts from clients

Prohibited Items

• Cash or cash equivalents
• Gift cards or certificates
• Solicited gifts/entertainment
• Personal loans (except from banks)

$250 Annual Limit

Pre-approval required for gifts exceeding $250 per year on a cumulative basis from each person or firm. Entertainment over $500 requires pre-approval.

9. Political Contributions and Pay to Play

Strict Pay-to-Play Restrictions

The Adviser and employees are prohibited from making political contributions to state/local candidates, federal candidates holding state/local office, or related political parties/PACs.

Pre-Approval Required

All political contributions by employees and immediate family members require written CCO pre-approval, including:

• Campaign contributions
• Volunteer services
• Fundraising activities
• PAC contributions

Lookback Periods

New employee certification requirements:

• 2 years: Client solicitation roles
• 6 months: Non-solicitation roles
• Immediate family member restrictions

8. Anti-Bribery Policy and Procedures

Zero Tolerance Policy

Employees are prohibited from offering payments or anything of value to government officials to assist in obtaining business or securing improper advantages.

Foreign Corrupt Practices Act (FCPA)

The FCPA prohibits corrupt payments to "Foreign Officials" including:

• Government employees and officials
• State-owned enterprise employees
• Political party officials and candidates
• Court system employees

FCPA Red Flags

• Country reputation for corruption
• Unusual payment method requests
• Refusal to certify FCPA compliance

• Apparent lack of qualifications
• Non-transparent accounting
• "Required" by foreign official

Code of Ethics Compliance

For questions about ethical standards, compliance requirements, or to report violations, contact our Chief Compliance Officer.