ck0001511699-20211031.htm

Document

FIRST AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

INVESTMENT ADVISORY AGREEMENT

THIS FIRST AMENDMENT dated as of the 18th day of May, 2022, to the Investment Advisory Agreement, dated as of November 29, 2021 (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and V-Square Quantitative Management, LLC, a Delaware limited liability company (the “Adviser”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to incorporate a newly created series of the Trust; and

WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by all of the parties.

NOW, THEREFORE, the parties agree to amend Schedule A as attached hereto, to add the V-Shares MSCI World ESG Materiality and Carbon Transition ETF, a new series of Managed Portfolio Series.

Except to the extent amended hereby, the Agreement shall remain in full force and effect

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer, as applicable, on one or more counterparts as of the date set forth above.


MANAGED PORTFOLIO SERIES on behalf of the series listed on Amended Schedule A						V-SQUARE QUANTITATIVE MANAGEMENT, LLC.

By: /s/ Brian R. Wiedmeyer						By: /s/ Mamadou-Abou Sarr
Name: Brian R Wiedmeyer						Name: Mamadou-Abou Sarr
Title: President and Principal Executive Officer						Title: President, Chief Executive Officer

AMENDED SCHEDULE A

FUNDS AND FEES


Series of Managed Portfolio Series						Annual Fee Rate as % of Current Net Assets
V-Shares US Leadership Diversity ETF						0.29%
V-Shares MSCI World ESG Materiality and Carbon Transition ETF						0.39%

Document

FIRST AMENDMENT TO THE

INVESTMENT SUB-ADVISORY AGREEMENT

THIS FIRST AMENDMENT dated as of the 18th day of May, 2022, to the Investment Sub-Advisory Agreement, dated as of December 1, 2021 (the “Agreement”), is entered into by and between V- Square Quantitative Management, LLC, a Delaware limited liability company (“Adviser”), Vident Investment Advisory, LLC, a Delaware limited liability company (the “Sub-Adviser”) and Managed Portfolio Series, a Delaware statutory trust (the “Trust”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the Adviser and the Sub-Adviser desire to amend the Agreement to incorporate a newly created series of the Trust; and

WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by all of the parties.

NOW, THEREFORE, the parties agree as follows:

Schedule A of the Agreement is hereby superseded and replaced with Amended Schedule A attached hereto, for the purpose of adding the V-Shares MSCI World ESG Materiality and Carbon Transition ETF to be effective at the time the V-Shares MSCI World ESG Materiality and Carbon Transition ETF commences operations pursuant to an effective amendment to the Trust's Registration Statement under the Securities Act of 1933, as amended.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer, as applicable, on one or more counterparts as of the date set forth above.


V-SQUARE QUANTITATIVE MANAGEMENT, LLC						VIDENT INVESTMENT ADVISORY, LLC

By: /s/ Mamadou-Abou Sarr						By: /s/ Amrita Nandakumar
Name: Mamadou-Abou Sarr						Name: Amrita Nandakumar
Title: President, Chief Executive Officer						Title: President


MANAGED PORTFOLIO SERIES
on behalf of the series listed on Amended Schedule A

By: /s/ Brian R. Wiedmeyer
Name: Brian R Wiedmeyer
Title: President

AMENDED AND RESTATED

SCHEDULE A

FUNDS AND FEES


Series of Managed Portfolio Series			Annual Fee Rate as % of Current Net Assets

V-Shares US Leadership Diversity ETF (VDNI)			Tiered fee schedule with annual minimum of $ 25,000 First $ 500 million - 0.05% Next $ 500 million - 0.04% Balance over $1 billion - 0.03%


V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT)			Tiered fee schedule with annual minimum of $ 25,000 First $ 500 million - 0.05% Next $ 500 million - 0.04% Balance over $1 billion - 0.03%

Document

FIRST AMENDMENT

TO THE

ETF DISTRIBUTION AGREEMENT

THIS FIRST AMENDMENT (“Amendment”) to the ETF DISTRIBUTION AGREEMENT (“Agreement”) dated November 29, 2021, by and between MANAGED PORTFOLIO SERIES (“Trust”) and QUASAR DISTRIBUTORS, LLC (“Foreside”) is entered into as of May 4, 2022 (the “Effective Date”).

WHEREAS, the Trust and Foreside (“Parties”) desire to add V-Shares MSCI World ESG Materiality and Carbon Transition ETF to Exhibit A of the Agreement; and

WHEREAS, Section 8(b) of the Agreement requires that all amendments and modifications to the Agreement be in writing and executed by the Parties.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

2.Exhibit A to the Agreement is hereby deleted in its entirety and replaced by Exhibit A attached hereto to reflect the addition of: V-Shares MSCI World ESG Materiality and Carbon Transition ETF to Exhibit A of the Agreement.

3.Except as expressly amended hereby, all the provisions of the Agreement are restated and in full force and effect to the same extent as if fully set forth herein.

4.This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.


QUASAR DISTRIBUTORS, LLC			MANAGED PORTFOLIO SERIES

By: /s/ Mark Fairbanks			By: /s/ Brian Wiedmeyer
Mark Fairbanks, Vice President			Brian Wiedmeyer, President

DISTRIBUTION AGREEMENT EXHIBIT A

Effective May 4, 2022

V-Shares US Leadership Diversity ETF

V-Shares MSCI World ESG Materiality and Carbon Transition ETF

Document

Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

CUSTODY AGREEMENT

THIS AMENDMENT dated as of the 18th day of February, 2022, to the Custody Agreement, dated as of April 6, 2011, (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bank National Association, a national banking association (the "Custodian").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, he parties desire to amend the series of the Trust to add the V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT); and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend the exhibits and add the following series of Managed Portfolio Series:

Exhibit AA is hereby added to the Agreement and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.


MANAGED PORTFOLIO SERIES			U.S. BANK NATIONAL ASSOCIATION

By: /s/ Brian R. Wiedmeyer			By: /s/ Michael D. Barolsky
Name: Brian R. Wiedmeyer			Name: Michael D. Barolsky
Title: President			Title: Senior Vice President

Exhibit AA to the

Managed Portfolio Series Custody Agreement

Name of Series

V-Shares US Diversity ETF

V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT)

Base Fee for Custody Services at December 2021

The following reflects the greater of the basis point fee or annual minimum1 where V-Square Quantitative Management (the “Adviser”) acts as investment adviser to the fund(s) in the Managed Portfolio Series.

Annual Minimum per Fund2 Basis Points on Trust AUM2

$[ ] [ ] bps

1 Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on the percent on AUM.

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the service agreement’s [ ]-month period beginning with the Fund’s launch or any anniversary of launch. To avoid doubt, if Adviser launched a Fund on March 1, 2021 and terminated the relationship on June 30, 2022, Adviser would owe U.S. Bank up to [ ]% of $[ ] ($[ ] admin/acct/ta + $[ ] Custody).

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

2 Subject to annual CPI increase: All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly

Exhibit AA to the Managed Portfolio Series Custody Agreement

Custody Services in addition to the Base Fee

Portfolio Transaction Fees2

$[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown

$[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

$[ ] – Option/SWAPS/future contract written, exercised or expired

$[ ] – Mutual fund trade, Margin Variation Wire and outbound Fed wire

$[ ] – Physical security transaction

$[ ] – Check disbursement (waived if U.S. Bank is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services

▪Additional fees apply for global servicing. Fund of Fund expenses quoted separately.

$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)

Class Action Services – $[ ] filing fee per class action per account, plus [ ]% of gross proceeds, up to a maximum per recovery not to exceed $[ ]

▪No charge for the initial conversion free receipt.

▪Overdrafts – charged to the account at prime interest rate plus [ ]%, unless a line of credit is in place

Third Party lending - Additional fees will apply

Fees are calculated pro rata and billed monthly

2 “Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.

Exhibit AA to the Managed Portfolio Series Custody Agreement

Additional Global Sub-Custodial Services Annual Fee Schedule

Base Fee

A monthly base fee of $[ ] per fund will apply when foreign securities are held. If no global assets are held within a given month, the monthly base charge will not apply for that month. In addition, the follow may apply.

Plus:

Global Custody Transaction Fees1

Global Custody transaction fees associate with Sponsor Trades2. (See schedule below)

A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.

Global Safekeeping and Transaction Fees

(See schedule below)

Tax Reclamation Services

Miscellaneous Expenses

Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

SWIFT reporting and message fees.

Fees are calculated pro rata and billed monthly

1“Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”

Exhibit AA to the Managed Portfolio Series Custody Agreement

Country

Safekeeping (BPS)

Transaction fee

Country

Safekeeping (BPS)

Transaction fee

Country

Safekeeping (BPS)

Transaction fee

Argentina

[ ]

$[ ]

Hong Kong

[ ]

$[ ]

Poland

[ ]

$[ ]

Australia

[ ]

$[ ]

Hungary

[ ]

$[ ]

Portugal

[ ]

$[ ]

Austria

[ ]

$[ ]

Iceland

[ ]

$[ ]

Qatar

[ ]

$[ ]

Bahrain

[ ]

$[ ]

India

[ ]

$[ ]

Romania

[ ]

$[ ]

Bangladesh

[ ]

$[ ]

Indonesia

[ ]

$[ ]

Russia

[ ]

$[ ]

Belgium

[ ]

$[ ]

Ireland

[ ]

$[ ]

Saudi Arabia

[ ]

$[ ]

Bermuda

[ ]

$[ ]

Israel

[ ]

$[ ]

Serbia

[ ]

$[ ]

Botswana

[ ]

$[ ]

Italy

[ ]

$[ ]

Singapore

[ ]

$[ ]

Brazil

[ ]

$[ ]

Japan

[ ]

$[ ]

Slovakia

[ ]

$[ ]

Bulgaria

[ ]

$[ ]

Jordan

[ ]

$[ ]

South Africa

[ ]

$[ ]

Canada

[ ]

$[ ]

Kenya

[ ]

$[ ]

South Korea

[ ]

$[ ]

Chile

[ ]

$[ ]

Kuwait

[ ]

$[ ]

Spain

[ ]

$[ ]

China Connect

[ ]

$[ ]

Latvia

[ ]

$[ ]

Sri Lanka

[ ]

$[ ]

China (B Shares)

[ ]

$[ ]

Lithuania

[ ]

$[ ]

Sweden

[ ]

$[ ]

Colombia

[ ]

$[ ]

Luxembourg

[ ]

$[ ]

Switzerland

[ ]

$[ ]

Costa Rica

[ ]

$[ ]

Malaysia

[ ]

$[ ]

Taiwan

[ ]

$[ ]

Croatia

[ ]

$[ ]

Malta

[ ]

$[ ]

Thailand

[ ]

$[ ]

Cyprus

[ ]

$[ ]

Mauritius

[ ]

$[ ]

Tunisia

[ ]

$[ ]

Czech Republic

[ ]

$[ ]

Mexico

[ ]

$[ ]

Turkey

[ ]

$[ ]

Denmark

[ ]

$[ ]

Morocco

[ ]

$[ ]

UAE

[ ]

$[ ]

Egypt

[ ]

$[ ]

Namibia

[ ]

$[ ]

Uganda

[ ]

$[ ]

Estonia

[ ]

$[ ]

Netherlands

[ ]

$[ ]

[ ]

$[ ]

Eswatini

[ ]

$[ ]

New Zealand

[ ]

$[ ]

Ukraine

[ ]

$[ ]

Euroclear
(Eurobonds)

[ ]

$[ ]

Nigeria

[ ]

$[ ]

United Kingdom

[ ]

$[ ]

Euroclear
(Non-Eurobonds)

Rates are available upon request

Norway

[ ]

$[ ]

Uruguay

[ ]

$[ ]

Finland

[ ]

$[ ]

Oman

[ ]

$[ ]

Vietnam

[ ]

$[ ]

France

[ ]

$[ ]

Pakistan

[ ]

$[ ]

West African Economic Monetary Union (WAEMU)*

[ ]

$[ ]

Germany

[ ]

$[ ]

Panama

[ ]

$[ ]

Zambia

[ ]

$[ ]

Ghana

[ ]

$[ ]

Peru

[ ]

$[ ]

Zimbabwe

[ ]

$[ ]

Greece

[ ]

$[ ]

Philippines

[ ]

$[ ]

* Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo and Benin.

V-Square Quantitative Management signed fee schedule proposal, dated July 22, 2021 on July 22, 2021.

Document

Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

FUND ADMINISTRATION SERVICING AGREEMENT

THIS AMENDMENT dated as of the 18th day of February, 2022, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add the V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT); and

WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit AA is hereby added to the Agreement and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.


MANAGED PORTFOLIO SERIES			U.S. BANCORP FUND SERVICES, LLC

By: /s/ Brian R. Wiedmeyer			By: /s/ Michael D. Barolsky
Name: Brian R. Wiedmeyer			Name: Michael D. Barolsky
Title: President			Title: Senior Vice President

Exhibit AA to the Managed Portfolio Series Fund Administration Servicing Agreement

Name of Series

V-Shares US Diversity ETF

V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT)

Fund Start-up & Registration Services Project Fee Schedule at December 2021

Regulatory Administration Service Proposal – In support of external legal counsel

(Subject to services provided; if applicable)

$[ ] per project – one fund

$[ ] per project – two funds

$[ ] per project – three funds

$[ ] per project – four funds

Negotiated Fee – five funds and above

Note: External legal costs are included in the above fee, unless otherwise stated, for the first fund(s) launched by adviser. Additional reviews by Trust counsel for extraordinary circumstances are billed at cost.

Fund startup and registration services project fee is paid for by the advisor and not the Fund(s). This non-refundable fee is not able to be recouped by the advisor under the expense waiver limitation or similar agreement. Fund startup and registration fees are billed [ ]% following the selection of U.S. Bank and [ ]% [ ] days after the preliminary registration statement is filed with the SEC filings.

Additional Regulatory Administration Services

▪Subsequent new fund launch – $[ ] per fund or as negotiated

▪Drafting SEC exemptive order application for required relief Negotiated fee

Ongoing Annual Regulatory Administration Services

Add the following for regulatory administration services in support of external legal counsel, including annual registration statement update and drafting of supplements

▪$[ ] for first three funds in same statutory prospectus

▪Fees negotiated for funds [ ]+

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

▪Postage, if necessary

▪Federal and state regulatory filing fees

▪Expenses from Board of Trustee meetings

▪Third party auditing

▪EDGAR/XBRL filing

▪All other Miscellaneous expenses

Exhibit AA to the Managed Portfolio Series Fund Administration Servicing Agreement

Base Fee for Accounting, Administration, Transfer Agent & Account Services at December 2021

Annual Minimum per Fund2 Basis Points on Trust AUM2

Funds [ ]-[ ] $[ ] [ ] bps

Funds [ ]+ $[ ]

Fees are calculated pro rata and billed monthly

Exhibit AA to the Managed Portfolio Series Fund Administration Agreement

Accounting, Administration, Transfer Agent & Account Services (in addition to the Base Fee)

For daily pricing of each securities (estimated 252 pricing days annually)

▪$[ ] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

▪$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments and Agency, Mortgage Backed, and Municipal Bonds

▪$[ ] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, and High Yield Bonds

▪$[ ] – Interest Rate Swaps, Foreign Currency Swaps

▪$[ ] – Bank Loans

▪$[ ] – Swaptions, Intraday money market funds pricing, up to [ ] times per day

▪$[ ] – Credit Default Swaps

▪$[ ] per Month Manual Security Pricing (>[ ] per day)

NOTE: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Corporate Action Services

Fee for ICE data used to monitor corporate actions

▪$[ ] per Foreign Equity Security per Month

▪$[ ] per Domestic Equity Security per Month

▪$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month

Trust Chief Compliance Officer Annual Fee

▪$[ ] for the first fund

▪$[ ] for each additional fund [ ]-[ ]

▪$[ ] for each fund over [ ] funds

▪$[ ] per sub-adviser per fund (capped at $[ ] per sub-adviser over the fund complex)

▪Per adviser relationship, and subject to change based upon board review and approval.

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

▪$[ ] per security per month for fund administrative

SEC Modernization Requirements

▪Form N-PORT – $[ ] per year, per Fund

▪Form N-CEN – $[ ] per year, per Fund

Section 15(c) Reporting

$[ ] per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting

- Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

- Performance reporting package: Peer Comparison Report

Additional 15c reporting is subject to additional charges

Standard data source – Morningstar; additional charges will apply for other data services

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: charges associated with accelerated effectiveness at DTCC, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.

additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

Fees are calculated pro rata and billed monthly

Exhibit AA to the Managed Portfolio Series Fund Administration Agreement

OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)

Daily Compliance Services

Base fee – $[ ] per fund per year

Setup – $[ ] per fund group

Section 18 Daily Compliance Testing (for derivatives and leverage)

$[ ] set up fee per fund complex

$[ ] per fund per month

C- Corp Administrative Services

1940 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]

1933 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]

Controlled Foreign Corporation (CFC)

U.S. Bank Fee Schedule plus $[ ]

Core Tax Services

M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).

Optional Tax Services:

Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year

Additional Capital Gain Dividend Estimates – (First two included in core services) – $[ ] per additional estimate

State tax returns - (First two included in core services) – $[ ] per additional return

Tax Reporting – C-Corporations

Federal Tax Returns

▪Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $[ ]

▪Prepare Federal and State extensions (If Applicable) – Included in the return fees

▪Prepare provision estimates – $[ ] Per estimate

State Tax Returns

Prepare state income tax returns for funds and blocker entities – $[ ] per state return

▪Sign state income tax returns – $[ ] per state return

Assist in filing state income tax returns – Included with preparation of returns

State tax notice consultative support and resolution – $[ ] per fund

Fees are calculated pro rata and billed monthly

V-Square Quantitative Management signed fee schedule proposal, dated July 22, 2021 on July 22, 2021.

Document

Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

FUND ACCOUNTING SERVICING AGREEMENT

THIS AMENDMENT dated as of the 18th day of February, 2022, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add the V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT); and

WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit AA is hereby added to the Agreement and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.


MANAGED PORTFOLIO SERIES			U.S. BANCORP FUND SERVICES, LLC

By: /s/ Brian R. Wiedmeyer			By: /s/ Michael D. Barolsky
Name: Brian R. Wiedmeyer			Name: Michael D. Barolsky
Title: President			Title: Senior Vice President

Exhibit AA to the Managed Portfolio Series Fund Accounting Agreement

Name of Series

V-Shares US Diversity ETF

V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT)

Base Fee for Accounting, Administration, Transfer Agent & Account Services at December 2021

Annual Minimum per Fund2 Basis Points on Trust AUM2

Funds [ ]-[ ] $[ ] [ ] bps

Funds [ ]+ $[ ]

Fees are calculated pro rata and billed monthly

Exhibit AA to the Managed Portfolio Series Fund Accounting Agreement

Accounting, Administration, Transfer Agent & Account Services (in addition to the Base Fee)

For daily pricing of each securities (estimated 252 pricing days annually)

▪$[ ] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

▪$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments and Agency, Mortgage Backed, and Municipal Bonds

▪$[ ] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, and High Yield Bonds

▪$[ ] – Interest Rate Swaps, Foreign Currency Swaps

▪$[ ] – Bank Loans

▪$[ ] – Swaptions, Intraday money market funds pricing, up to [ ] times per day

▪$[ ] – Credit Default Swaps

▪$[ ] per Month Manual Security Pricing (>[ ] per day)

Corporate Action Services

Fee for ICE data used to monitor corporate actions

▪$[ ] per Foreign Equity Security per Month

▪$[ ] per Domestic Equity Security per Month

▪$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month

Trust Chief Compliance Officer Annual Fee

▪$[ ] for the first fund

▪$[ ] for each additional fund [ ]-[ ]

▪$[ ] for each fund over [ ] funds

▪$[ ] per sub-adviser per fund (capped at $[ ] per sub-adviser over the fund complex)

▪Per adviser relationship, and subject to change based upon board review and approval.

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

▪$[ ] per security per month for fund administrative

SEC Modernization Requirements

▪Form N-PORT – $[ ] per year, per Fund

▪Form N-CEN – $[ ] per year, per Fund

Section 15(c) Reporting

$[ ] per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting

- Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

- Performance reporting package: Peer Comparison Report

Additional 15c reporting is subject to additional charges

Standard data source – Morningstar; additional charges will apply for other data services

Miscellaneous Expenses

Fees are calculated pro rata and billed monthly

Exhibit AA to the Managed Portfolio Series Fund Accounting Agreement

OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)

Daily Compliance Services

Base fee – $[ ] per fund per year

Setup – $[ ] per fund group

Section 18 Daily Compliance Testing (for derivatives and leverage)

$[ ] set up fee per fund complex

$[ ] per fund per month

C- Corp Administrative Services

1940 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]

1933 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]

Controlled Foreign Corporation (CFC)

U.S. Bank Fee Schedule plus $[ ]

Core Tax Services

Optional Tax Services:

Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year

Additional Capital Gain Dividend Estimates – (First two included in core services) – $[ ] per additional estimate

State tax returns - (First two included in core services) – $[ ] per additional return

Tax Reporting – C-Corporations

Federal Tax Returns

▪Prepare Federal and State extensions (If Applicable) – Included in the return fees

▪Prepare provision estimates – $[ ] Per estimate

State Tax Returns

Prepare state income tax returns for funds and blocker entities – $[ ] per state return

▪Sign state income tax returns – $[ ] per state return

Assist in filing state income tax returns – Included with preparation of returns

State tax notice consultative support and resolution – $[ ] per fund

Fees are calculated pro rata and billed monthly

V-Square Quantitative Management signed fee schedule proposal, dated July 22, 2021 on July 22, 2021.

Document

Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDMENT dated as of the 18th day of February, 2022, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add the V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT); and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit AA is hereby added to the Agreement and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.


MANAGED PORTFOLIO SERIES			U.S. BANCORP FUND SERVICES, LLC

By: /s/ Brian R. Wiedmeyer			By: /s/ Michael D. Barolsky
Name: Brian R. Wiedmeyer			Name: Michael D. Barolsky
Title: President			Title: Senior Vice President

Exhibit AA to the Managed Portfolio Series Transfer Agent Servicing Agreement

Name of Series

V-Shares US Diversity ETF

V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT)

Base Fee for Accounting, Administration, Transfer Agent & Account Services at December 2021

Annual Minimum per Fund2 Basis Points on Trust AUM2

Funds [ ]-[ ] $[ ] [ ] bps

Funds 5+ $[ ]

Fees are calculated pro rata and billed monthly

Exhibit AA to the Managed Portfolio Series Transfer Agent Agreement

Accounting, Administration, Transfer Agent & Account Services (in addition to the Base Fee)

For daily pricing of each securities (estimated [ ] pricing days annually)

▪$[ ] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

▪$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments and Agency, Mortgage Backed, and Municipal Bonds

▪$[ ] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, and High Yield Bonds

▪$[ ] – Interest Rate Swaps, Foreign Currency Swaps

▪$[ ] – Bank Loans

▪$[ ] – Swaptions, Intraday money market funds pricing, up to [ ] times per day

▪$[ ] – Credit Default Swaps

▪$[ ] per Month Manual Security Pricing (>[ ] per day)

Corporate Action Services

Fee for ICE data used to monitor corporate actions

▪$[ ] per Foreign Equity Security per Month

▪$[ ] per Domestic Equity Security per Month

▪$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month

Trust Chief Compliance Officer Annual Fee

▪$[ ] for the first fund

▪$[ ] for each additional fund [ ]-[ ]

▪$[ ] for each fund over [ ] funds

▪$[ ] per sub-adviser per fund (capped at $[ ] per sub-adviser over the fund complex)

▪Per adviser relationship, and subject to change based upon board review and approval.

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

▪$[ ] per security per month for fund administrative

SEC Modernization Requirements

▪Form N-PORT – $[ ] per year, per Fund

▪Form N-CEN – $[ ] per year, per Fund

Section 15(c) Reporting

$[ ] per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting

- Expense reporting package: [ ] peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

- Performance reporting package: Peer Comparison Report

Additional 15c reporting is subject to additional charges

Standard data source – Morningstar; additional charges will apply for other data services

Miscellaneous Expenses

Fees are calculated pro rata and billed monthly

V-Square Quantitative Management signed fee schedule proposal, dated July 22, 2021 on July 22, 2021.

Document

Fabio Battaglia

fbattaglia@stradley.com

215.564.8077

May 19, 2022

Board of Trustees

Managed Portfolio Series
615 East Michigan Street

Milwaukee, Wisconsin 53202

Subject: Post-Effective Amendment No. 544 to Registration Statement on Form N-1A

File Nos. 811-22525; 333-172080

Gentlemen:

We have acted as counsel to Managed Portfolio Series, a Delaware statutory trust (the “Trust”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission of Post-Effective Amendment No. 544 (the “Amendment”) to the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act of 1940 Act, as amended. The purpose of the Amendment is to register an indefinite number of shares of beneficial interest for the following series, V-Shares MSCI World ESG Materiality and Carbon Transition ETF (the “Fund”).

We have reviewed the Trust’s Agreement and Declaration of Trust, By-laws and resolutions adopted by the Trust’s Board of Trustees in connection with establishing the Fund, as well as such other legal and factual matters as we have deemed appropriate.

This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act governing the issuance of the shares of the Fund, and does not extend to the securities or “blue sky” laws of the State of Delaware or other States.

We have assumed the following for purposes of this opinion:

1. The shares of the Fund will be issued in accordance with the Trust’s Agreement and Declaration of Trust, By-laws and resolutions of the Trust’s Board of Trustees relating to the creation, authorization and issuance of shares.

2. The shares of the Fund will be issued against payment therefor as described in the Fund’s Prospectus and Statement of Additional Information relating thereto, and that such payment will have been at least equal to the applicable offering price.

On the basis of the foregoing, it is our opinion that, when issued and paid for upon the terms provided in the Amendment, the shares to be issued pursuant to the Amendment will be validly issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to the Post-Effective Amendment No. 544.

Very truly yours,

STRADLEY RONON STEVENS & YOUNG, LLP

/s/ Fabio Battaglia

Fabio Battaglia, a Partner

Document

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the references to our firm in this Registration Statement on Form N-1A of V-Shares MSCI World ESG Materiality and Carbon Transition ETF, a series of Managed Portfolio Series, under the headings “Independent Registered Public Accounting Firm” in the Prospectus and Statement of Additional Information.

COHEN & COMPANY, LTD.

Milwaukee, Wisconsin

May 18, 2022

Document

MANAGED PORTFOLIO SERIES

DISTRIBUTION PLAN

(12b-1 Plan)

The following Distribution Plan (the “Plan”) has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), by Managed Portfolio Series (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed on Schedule A as may be amended from time to time (each, a “Fund”). The Plan has been approved by a majority of the Trust’s Board of Trustees (the “Board”), including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any Rule 12b-1 Agreement (as defined below) (the “Disinterested Trustees”), cast in person at a meeting called for the purpose of voting on such Plan.

In approving the Plan, the Board determined that adoption of the Plan would be prudent and in the best interests of each Fund and its shareholders. Such approval by the Board of Trustees included a determination, in the exercise of its reasonable business judgment and in light of its fiduciary duties, that there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders.

The provisions of the Plan are as follows:

1. PAYMENTS BY THE FUND TO PROMOTE THE SALE OF FUND SHARES

The Trust, on behalf of each identified Class of the Fund, will pay Quasar Distributors, LLC (the “Distributor”), as principal distributor of the Class’s shares, a distribution fee and shareholder servicing fee equal to a percentage of the average daily net assets of each Fund as shown on Schedule A in connection with the promotion and distribution of Fund shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature. The Distributor may pay all or a portion of these fees to any registered securities dealer, financial institution or any other person (the “Recipient”) who renders assistance in distributing or promoting the sale of shares, or who provides certain shareholder services, pursuant to a written agreement (the “Rule 12b-1 Agreement”), a form of which is attached hereto as Appendix A with respect to each Fund. To the extent not so paid by the Distributor, such amounts may be retained by the Distributor. Payment of these fees shall be made monthly promptly following the close of the month.

2.RULE 12B-1 AGREEMENTS

(a)No Rule 12b-1 Agreement shall be entered into with respect to the Fund and no payments shall be made pursuant to any Rule 12b-1 Agreement, unless such Rule 12b-1 Agreement is in writing and the form of which has first been delivered to and approved by a vote of a majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such Rule 12b-1 Agreement. The form of Rule 12b-1 Agreement relating to the Fund attached hereto as Appendix A has been approved by the Board as specified above.

(b)Any Rule 12b-1 Agreement shall describe the services to be performed by the Recipient and shall specify the amount of, or the method for determining, the compensation to the Recipient.

(c)No Rule 12b-1 Agreement may be entered into unless it provides (i) that it may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of a majority of the shareholders of the Fund, or by vote of a majority of the Disinterested Trustees, on not more than 60 days’ written notice to the other party to the Rule 12b-1 Agreement, and (ii) that it shall automatically terminate in the event of its assignment.

(d)Any Rule 12b-1 Agreement shall continue in effect for a period of more than one year from the date of its execution only if such continuance is specifically approved at least annually by a vote of a majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such Rule 12b-1 Agreement.

3. QUARTERLY REPORTS

The Distributor shall provide to the Board, and the Board shall review at least quarterly, a written report of all amounts expended pursuant to the Plan. This report shall include the identity of the recipient of each payment and the purpose for which the amounts were expended and such other information as the Board may reasonably request.

4. EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective immediately upon approval by the vote of a majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan. The Plan shall continue in effect with respect to the Fund for a period of one year from its effective date unless terminated pursuant to its terms. Thereafter, the Plan shall continue with respect to each Fund from year to year, provided that such continuance is approved at least annually by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such continuance. The Plan, or any Rule 12b-1 agreement, may be terminated with respect to each Fund at any time, without penalty, on not more than 60 days’ written notice by a majority vote of shareholders of the Fund, or by vote of a majority of the Disinterested Trustees.

5. SELECTION OF DISINTERESTED TRUSTEES

During the period in which the Plan is effective, the selection and nomination of those Trustees who are Disinterested Trustees of the Trust shall be committed to the discretion of the Disinterested Trustees.

6. AMENDMENTS

All material amendments of the Plan shall be in writing and shall be approved by a vote of a majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such amendment. In addition, the Plan may not be amended to increase materially the amount to be expended by the Fund hereunder without the approval by a majority vote of shareholders of the Fund.

7. RECORDKEEPING

The Trust shall preserve copies of the Plan, any Rule 12b-1 Agreement and all reports made pursuant to Section 3 for a period of not less than six years from the date of this Plan, any such Rule 12b-1 Agreement or such reports, as the case may be, the first two years in an easily accessible place.

(Originally adopted November 17, 2021, amended February 23, 2022)

SCHEDULE A


Series of Managed Portfolio Series						Rule 12b-1 Fee

V-Shares US Leadership Diversity ETF
V-Shares US Leadership Diversity ETF						0.25% of average daily net assets

V-Shares MSCI World ESG Materiality and Carbon Transition ETF
V-Shares MSCI World ESG Materiality and Carbon Transition ETF						0.25% of average daily net assets

Appendix A

Rule 12b-1 Related Agreement

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, WI 53202

[Adviser name and address]

Ladies and Gentlemen:

This letter will confirm our understanding and agreement with respect to payments to be made to you pursuant to a Distribution Plan (the “Plan”) adopted by Managed Portfolio Series (the “Trust”), on behalf of each series of the Trust listed on Schedule A as may be amended from time to time (each a “Fund”), pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”). The Plan and this related agreement (the “Rule 12b-1 Agreement”) have been approved by a majority of the Board of Trustees of the Trust (the “Board”), including a majority of the Board who are not “interested persons” of the Trust, as defined in the Act, and who have no direct or indirect financial interest in the operation of the Plan or in this or any other Rule 12b-1 Agreement (the “Disinterested Trustees”), cast in person at a meeting called for the purpose of voting thereon. Such approval included a determination by the Board that, in the exercise of its reasonable business judgment and in light of its fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund or its shareholders.

1. To the extent you provide distribution and marketing services in the promotion of the Fund’s shares and/or services to the Fund’s shareholders, including furnishing services and assistance to your customers who invest in and own shares, including, but not limited to, answering routine inquiries regarding the Fund and assisting in changing account designations and addresses, we shall pay you a fee as described on Schedule A. We reserve the right to increase, decrease or discontinue the fee at any time in our sole discretion upon written notice to you.

You agree that all activities conducted under this Rule 12b-1 Related Agreement will be conducted in accordance with the Plan, as well as all applicable state and federal laws, including the Act, the Securities Exchange Act of 1934, the Securities Act of 1933, the U.S. PATRIOT Act of 2001 and any applicable rules of the Financial Industry Regulatory Authority.

2. You shall furnish us with such information as shall reasonably be requested either by the Board or by us with respect to the services provided and the fees paid to you pursuant to this Rule 12b-1 Agreement.

3. We shall furnish to the Board, for its review, on a quarterly basis, a written report of the amounts expended under the Plan by us and the purposes for which such expenditures were made.

4. This Rule 12b-1 Agreement may be terminated: (a) on 60 days’ written notice after the vote of a majority of shareholders, or (b) at any time by the vote of a majority of the Disinterested Trustees, in each case, without payment of any penalty. In addition, this Rule 12b-1 Agreement will be terminated by any act which terminates the Plan or the Distribution Agreement between the Trust and us and shall terminate immediately in the event of its assignment. This Rule 12b-1 Agreement may be amended by us upon written notice to you, and you shall be deemed to have consented to such amendment upon effecting any purchases of shares for your own account or on behalf of any of your customer’s accounts following your receipt of such notice.

5. This Rule 12b-1 Agreement shall become effective on the date accepted by you and shall continue in full force and effect so long as the continuance of the Plan and this Rule 12b-1 Agreement are approved at least annually by a vote of the Board and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting thereon. All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or faxed to you at the address specified by you below.

Quasar Distributors, LLC

By:

James R. Schoenike, President

Accepted:

(Dealer or Service Provider Name)

(Street Address)

(City)(State)(ZIP)

(Telephone No.)

(Facsimile No.)

By:

(Name and Title)

SCHEDULE A

Schedule A

to the

Rule 12b-1 Related Agreement


Series of Managed Portfolio Series						Rule 12b-1 Fee

V-Shares US Leadership Diversity ETF
V-Shares US Leadership Diversity ETF						0.25% of average daily net assets

V-Shares MSCI World ESG Materiality and Carbon Transition ETF
V-Shares MSCI World ESG Materiality and Carbon Transition ETF						0.25% of average daily net assets

For all services rendered pursuant to the Rule 12b-1 Agreement, we shall pay you the fee shown above calculated as follows:

The above fee as a percentage of the average daily net assets of the Fund (computed on an annual basis) which are owned of record by your firm as nominee for your customers or which are owned by those customers of your firm whose records, as maintained by the Trust or its agent, designate your firm as the customer’s dealer or service provider of record.

We shall make the determination of the net asset value, which determination shall be made in the manner specified in the Fund’s current prospectus, and pay to you, on the basis of such determination, the fee specified above, to the extent permitted under the Plan.

Document

V-Square Quantitative Management

Sustainable Investing Reimagined

Compliance Manual Appendix

APPENDIX A.CODE OF ETHICS

V-Square Quantitative Management LLC (“V-Square” or the “Firm”) is dedicated to high standards of integrity and ethics and to maintaining the confidence of Clients. V-Square’s long-term business interests are best served by adherence to the principle that the interests of its Clients come first. V-Square has a fiduciary duty to Clients to act solely for their benefit. All Supervised Persons must put the interests of V-Square’s Clients before their own personal interests or the interests of the Firm and must act honestly and fairly in all respects in dealings with Clients. Supervised Persons must also comply with all applicable federal and state securities laws. In recognition of V-Square’s fiduciary duty to its Clients, observance of Advisers Act Rule 204A-1, and reflecting V-Square’s desire to maintain high ethical standards, V-Square has adopted this Code of Ethics containing provisions reasonably designed to prevent improper personal trading, identify conflicts of interest and provide a means to resolve any actual or potential conflicts in favor of Clients. Specifically, V-Square has a fiduciary duty to place its client’s interests ahead of its own and is prohibited from taking advantage of an investment opportunity at the expense of its clients and from:

•Employing any device, scheme, or artifice to defraud any client or prospective client.

•Engaging in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client.

•Making any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading

•Engaging in any principal transaction with a client without first making specified written disclosures and obtaining written consent.

•Engaging in any act, practice, or course of business which is fraudulent, or manipulative.

In accordance with our high ethical standards and in order to assist the Firm in meeting its obligations as an investment adviser, the Firm’s

Code incorporates the following general principles:

•Recognizes the Firm’s fiduciary duty and requires all Supervised Persons to act at all times in the best interests of clients.

•Conduct Firm business and personal securities transactions in a manner consistent with the Code of Ethics, which includes avoiding any actual or potential conflicts of interest and any abuse of an employee’s position of trust and responsibility.

•Avoid taking any inappropriate advantage of one’s position at the Firm.

•Maintain confidentiality of information concerning the Firm’s investment recommendations and client holdings and transactions.

•Provide complete and accurate disclosure of all material conflicts-of-interest.

The Firm believes that these general principles not only help the Firm fulfill its obligations undertaken as an investment adviser, but also protect the Firm’s reputation and instill in its employees the Firm’s commitment to honesty, integrity, and professionalism. Employees should understand that these general principles apply to all conduct, whether or not the conduct is also covered by more specific standards or procedures set forth or described below.

This Code of Ethics summarizes V-Square’s core values and describes principles and policies to be followed by all Supervised Persons. Personal integrity and honesty are as important to V-Square as technical competence and work ethic. V-Square places great trust, confidence, and responsibility in its Supervised Persons and depends on their fundamental honesty and integrity in daily relations with Clients, the public and fellow Supervised Persons. Each Supervised Person has an obligation to observe, comply with and support this Code of Ethics. Supervised Persons should avoid even the appearance of impropriety. Integrity is not an occasional requirement but a continuing commitment.

Adherence to this Code of Ethics and the related restriction(s) on personal trading is considered a basic condition of employment by V-Square. If you have any doubt as to the propriety or appropriateness of any activity, you

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Sustainable Investing Reimagined

Compliance Manual Appendix

should consult with the CCO who is charged with the administration of this Code of Ethics. Supervised Persons must promptly report any suspected violations of this Code of Ethics to the CCO.

Supervised Persons may not use V-Square’s proprietary or confidential information other than for the benefit of V-Square and its Clients.

If you have any questions regarding the application of any aspect of the Code of Ethics and related policies and procedures, please contact your immediate supervisor or the CCO.

Personal Investment and Trading Policy

Overview:

This Personal Investment and Trading Policy has been adopted by V-Square in an attempt to comply with various federal and state securities laws. In general, this policy: (a) requires Access Persons to submit to the CCO, or his/her designee, initial and annual reports disclosing personal securities holdings, as well as quarterly transaction reports, and (b) limits personal trading by Access Persons as defined below.

Definitions:

Access Persons: means any Supervised Person who has access to non-public information regarding any V-Square client’s purchase or sale of securities, or who is involved in making securities recommendations to V-Square’s clients or has access to such recommendations that are non-public. For purposes of the Code of Ethics, all V-Square executives and Employees are considered Access Persons. Directors are considered Access Persons unless they have met certain conditions, subject to the approval of the President and CCO. The CCO maintains a list of Directors that are not Access Persons.

Automatic Investment Plan: means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan.

Beneficial Ownership: The term “beneficial ownership” means ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in securities. A “pecuniary interest” exists if a person has the opportunity, directly or indirectly, to profit or

share in any profit derived from a transaction in a security.

Employee: means any person employed by V-Square, whether on a full-time or a part-time basis. Long-term independent contractors are presumed to be Employees for purposes of this Code of Ethics, while short-term contractors are presumed not to be Employees for purposes of this Code of Ethics.

Family includes: Your Family includes your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support). Your children, regardless of age or domicile, if you or your spouse or domestic partner provides a significant portion of their support are members of your Family. In addition, any of these people who live in your household are included: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

Keep in mind that even though members of your Family may be subject to their own employer’s code of ethics, they are still subject to this Code, even if this Code is more restrictive than that of their employer. There are a number of reasons why this Code covers transactions in which members of your Family have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefitting you, because it could reduce the amount that you might otherwise contribute to that person’s support. Second, members of your Family could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for client accounts, and must not be allowed to benefit from that information.

Personal Account: The term “personal account” means any securities account in which an Access Person has any direct or indirect Beneficial Ownership and/or has any investment discretion.

Reportable Security: Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional

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Compliance Manual Appendix

undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing, except that the term “Reportable Security” does not include:

▪Direct obligations of the Government of the United States;

▪Bankers' acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements;

▪Money market instruments (bankers’ acceptances; bank certificates of deposit);

▪Shares of open-end mutual funds (including open-end exchange traded funds), unless V-Square acts as the investment adviser or principal underwriter for the fund; and

▪Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds

The term “Reportable Security” also includes the right to acquire a security, an interest in a collective investment vehicle (such as a limited partnership or limited liability company), closed-end mutual funds and exchange traded funds registered as unit investment trusts.

Initial and Annual Holdings Reports:

▪Contents of Holdings Reports: Each Access Person must submit both initial and annual holdings report to the CCO that disclose all Reportable Securities in which he/she or his/her Family has Beneficial Ownership and any Personal Account(s) maintained by the Access Person and members of his/her Family. Each such report must contain, at a minimum: (a) the title and type of Reportable Security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person or Family has any direct or indirect Beneficial Ownership; (b) the name

of any broker, dealer or bank with which the Access Person or Family maintains a Personal Account; and (c) the date the Access Person submits the report. Access Persons may submit brokerage or custodial statements to V-Square in order to satisfy the foregoing initial and/or annual holdings report requirements. In the event that an Access Person submits brokerage or custodial statements to satisfy the initial and/or annual holdings report requirements, such Access Person must be certain that such statements include all required information.

▪Timing of Holding Reports: Access Persons must submit holdings reports within the following time frames:

▪Initial Holdings Reports: New Access Persons are required to report to the CCO, on the Initial Holdings Report Form provided by the CCO, all applicable Reportable Securities and Personal Accounts no later than ten (10) days after the commencement of their employment. The initial holdings report must be current as of a date not more than 45 days prior to the date the person becomes subject to this Code of Ethics.

▪Annual Holdings Reports: Existing Access Persons are required to report, on an annual basis (on or before February 14th of each year), to the CCO, on the Annual Holdings Report Form provided by the CCO, all applicable Reportable Securities and Personal Accounts. The annual report shall be current as of December 31st of the immediately preceding calendar year. Access Persons are not required to submit annual reports if such reports would duplicate information contained in brokerage / custodial statements submitted to the CCO.

Quarterly Transaction Reports:

▪ Contents of Transaction Reports: Each Access Person must submit a quarterly transaction report to the CCO that discloses all transactions by that Access Person or their Family in Reportable Securities in which such Access Person or their Family has Beneficial Ownership and all transactions in Personal Accounts during each calendar quarter. Each quarterly transaction report must contain, at a

V-Square Quantitative Management

Sustainable Investing Reimagined

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minimum, the following information with respect to each transaction: (1) the date of the transaction, the title, and the exchange ticker symbol or CUSIP number (as applicable), interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved; (2) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (3) the price of the Reportable Security at which the transaction was effected; (4) the name of the broker, dealer or bank with or through which the transaction was effected; (5) the opening or closing of any Personal Account within the quarter; and (6) the date on which the Access Person submits the report.

▪ Timing of Holding Reports: Access Persons must submit a quarterly transaction report, in the form provided by the CCO, no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions in Reportable Securities that occurred during the preceding quarter.

New Accounts:

All Access Persons must obtain the approval of the CCO prior to (1) opening any new Personal Account or (2) moving any Personal Account to a different broker or custodian.

Exceptions to Reporting Requirements:

No Access Person shall be required to submit:

▪Quarterly reporting with respect to Reportable Securities held in a Personal Account over which the Access Person had no direct or indirect influence or control.

▪A quarterly transaction report with respect to transactions effected pursuant to an automatic investment plan (but quarterly reports are required for any transaction that overrides the preset schedule or allocations of the plan).

▪A quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements that V-Square holds in its records so long as V-Square receives such confirmations or statements within the required time frames.

Restrictions on Personal Trading

Transaction in Reportable Securities: Access Persons or the Family may not acquire any

Beneficial Ownership in any securities without the prior written approval of the CCO. The President or Chief Investment Officer will be responsible for reviewing trade requests by the CCO.

Initial Public Offerings: Access Persons or their Family may not acquire any Beneficial Ownership in ANY securities in an initial public offering without the prior written approval of the CCO.

Private Placements and Limited Offerings: Access Persons or the Family may not acquire any Beneficial Ownership in ANY securities in a “limited offering,” including hedge funds and other private funds, without prior approval of the CCO. “Limited offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2), Section 4(6) or Regulation D under the Securities Act. The CCO, in determining whether approval should be given, will take into account, among other factors, whether the investment opportunity should be reserved for Clients and whether the opportunity is being offered to the Access Person by virtue of his or her position with V-Square. Sales of interests in any limited offering must also be approved by the CCO.

Management of Non-Adviser Accounts: Access Persons are prohibited from managing accounts for third parties who are not Clients of V-Square unless the CCO reasonably determines that the arrangement would not harm any Client, violate the general principles set forth in this Code of Ethics or compromise V-Square’s fiduciary duty to Clients. The CCO may require the Access Person to report transactions for such account and may impose such conditions or restrictions as deemed appropriate by the CCO under the circumstances.

Trading with Clients: As a fiduciary, V-Square is subject to strict rules regarding transactions with its clients. Therefore, before any Access Person engages in a transaction directly with a V-Square client, the Access Person must obtain the approval of the CCO.

Protection of Material Non-public Information and Statement against Insider Trading

Consistent with our duty to prevent insider trading and to fulfill our obligation to establish, maintain and enforce written policies and procedures to prevent insider trading, the Firm has adopted procedures to prevent and detect

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the misuse of material nonpublic information. These appear in the Compliance Manual in Section 5, Insider Trading Prevention and establish the policy that any Supervised Person of the Firm, and any other persons designated by the CCO or this policy as being subject to this policy:

▪who is aware of material, non-public information, may not, directly or indirectly through family members or other persons or entities, (a) buy or sell securities of the Firm or its Clients (other than pursuant to a pre-approved trading plan that complies with Rule 10b5-1 of the 1934 Act), or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside of the Firm, including family and friends; or

▪who, in the course of working for or on behalf of V-Square, learns of material, non-public information about a company with which the Firm does, or is proposing to do, business, including a Client, customer or supplier of the Firm, may not trade in that company’s securities until the information becomes public or is no longer material.

Potential penalties for insider trading violations extend beyond Firm sanctions and include imprisonment for up to 20 years, civil fines of up to three times the profit gained or loss avoided by the trading, and criminal fines of up to $5 million. It could also expose V-Square to civil fines. If at any time you are uncertain whether you are in possession of material non-public information, contact the CCO. Please see the V-Square Compliance Manual section titled Insider Trading Prevention for additional details.

Gifts & Entertainment

Supervised Persons and members of their Family should not solicit, accept, retain or provide any gifts or favors which might influence decisions of the Supervised Person or the recipient in making business transactions involving V-Square or which others might reasonably believe could influence those decisions.

Generally, no gift may be accepted or provided by a Supervised Person that exceeds the de minimis value established by the Firm, currently set at $150- in monetary value, which the Firm has determined without obtaining prior approval in writing from the CCO. No

Supervised Person may give or accept gifts of cash or cash equivalents.

The policy does not apply to gifts of de minimis value (e.g., pens, notepads, doughnuts, pizza, modest desk ornaments, etc.) or to promotional items of nominal value that display a firm logo (e.g., umbrellas, tote bags, shirts, etc.) and “personal” gifts received because of kinship, marriage or social relationships entirely beyond and apart from an organization in which membership or an official position is held.

Ordinary and usual business entertainment is permitted so long as such entertainment is neither so frequent nor so extensive as to raise questions of impropriety. For an item to be considered “business entertainment,” the vendor must be present at the event/meal and there must be an opportunity to discuss matters relating to Adviser or Client business. For example, if a Supervised Person receives theater tickets from a vendor, the tickets are “business entertainment” only if the vendor attends the event and there is an opportunity to discuss business matters. If not, the tickets should be treated as a “gift” for purposes of this policy and subject to the limitations.

Regardless of the dollar value, Supervised Persons may not give a gift or provide entertainment that is inappropriate under the circumstances, or inconsistent with applicable law or regulations, to persons associated with securities or financial organizations, exchanges, member firms, commodity firms, news media, ERISA fiduciaries, or Clients of the Firm.

Certain Gifts and Entertainment Prohibited. Notwithstanding the foregoing, certain gifts or entertainment are always prohibited unless pre-cleared with the CCO. These include gifts and entertainment provided to:

▪Union Officials

▪ERISA Plan Fiduciaries

▪U.S. Public Officials

▪Foreign Officials, Foreign Governments and “Government Instrumentalities”

Persons in these categories are subject to specific laws and regulations (ERISA, Foreign Corrupt Practices Act) and may be prohibited from receiving gifts and/or entertainment or may be subject to specific reporting requirements. In assessing requests for pre-clearance, the CCO will review the requirements specific to the current facts and circumstances in approving or denying such requests. Please

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see V-Square Compliance Manual, Section 5 under the heading Gifts & Entertainment for additional details.

Outside Business Activities

Because of supervisory and conflict of interest concerns, the outside business and investment activities of V-Square Supervised Persons are monitored. Supervised Persons are asked to disclose current outside business activities as part of the annual certification process. Except for non-executive members of the Board of Managers, V-Square generally prohibits Supervised Persons from engaging in investment related activities, or being employed by or accepting compensation from any non-affiliated person as a result of any business activity that is substantively similar to one being conducted or developed by V-Square. Supervised Persons that wish to engage in outside activities must obtain pre-clearance of such activity from the CCO. In evaluating such requests, the CCO will consider whether the proposed activity may compromise a Supervised Person’s responsibilities to V-Square or its clients, or whether the activity may be viewed by the public as part of V-Square’s business.

This policy is designed to help the Firm and its Supervised Persons minimize conflicts of interest, and approvals may impose specific conditions or limitations on a given outside business activity. Supervised Persons with approved outside business activities cannot be involved with arranging or negotiating the terms of any business relationship between the other organization and the Firm unless approved by the CCO and have an ongoing obligation to notify the CCO if any new conflicts of interest arise as a result of the activity. For example, if the other organization began offering additional services or products, a new conflict of interest may develop. Please see V-Square Compliance Manual, Section 5 under the heading Outside Business Activities for additional details.

Political Contributions

V-Square recognizes that from time to time its Supervised Persons may interact with U.S. federal, state or local governments and public officials when conducting business on behalf of the Firm, and that its Supervised Persons may wish to participate, on a personal basis, in various political activities, including volunteer campaign activity. When engaging in such

activity, the Firm and its Supervised Persons must not violate any applicable law – including but not limited to Rule 206(4)-5 under the Advisers Act (the “Pay to Play Rule”) – regarding political activity by investment advisers who do business with government entities. Furthermore, the Firm and its Supervised Persons should avoid any activity that creates an actual or perceived conflict of interest or an appearance of impropriety in light of the Firm’s existing or potential business relationships. Additionally, there may be applicable state and/or local rules governing such activities.

The Pay to Play Rule has three main prongs:

1.A two (2) year “time out” for contributions. An investment adviser may not receive compensation for providing advisory services, either directly or through associates or pooled vehicles, for two years if the adviser or its executives or employees make a political contribution to an incumbent or candidate for elective office of a government entity, subject to certain considerations.

A “contribution” includes any gift, subscription, loan, advance, deposit of money or anything of value made for the purpose of influencing an election for a federal, state or local office, including any payments for debts incurred in such an election and including any transition or inaugural expenses incurred by a successful candidate.

A “government entity” includes all state and local governments, their agencies, and all public pension plans and other collective government funds.

2.Restrictions on soliciting and coordinating contributions and payment. Advisers and their executives and employees may not solicit or coordinate campaign contributions from others for an elected official. The rules also prohibit solicitation and coordination of payments to political parties in the state or locality where the adviser is seeking business. These restrictions are intended to prevent advisers from circumventing the rule’s prohibition on direct contributions by “bundling” small employee contributions or making contributions indirectly.

3.Ban on third-party solicitations. An adviser and its associates may not pay a third party, such as a solicitor or placement agent, to solicit a government client on behalf of the adviser, unless that third party is subject to similar pay to play restrictions.

The Pay to Play Rule applies to contributions made by “Covered Associates” (as defined in

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the Pay to Play Rule), and the CCO maintains a list of Covered Associates. Although not all Employees are Covered Associates, V-Square applies this policy to all Employees and member of the Family.

A “Covered Associate” includes any general partner, managing member or executive officer (or individual with a similar status or function), any employee who solicits a government entity for the adviser and any person who supervises, directly or indirectly, such employee, and any political action committee controlled by the adviser or any of the foregoing persons.

New Hire “look back”. Political contributions made within two (2) years of becoming a Supervised Person may trigger a ban on V-Square receiving compensation for providing investment advisory services under Pay to Play Rules. It is the Firm’s policy that each proposed new hire must disclose political contributions made within the prior two years from the date of hire, which the CCO will review (the “look-back review”).

Personal Contributions. Without the prior written approval of the CCO, Supervised Persons and members of their Family are prohibited from making any campaign or other contributions, or solicit or help coordinate others in making any such contributions in any amount to any federal, state, county or municipal official or any candidate for such an office. Anyone wishing to make or solicit or coordinate such contributions may submit a contribution request in writing to the CCO.

Volunteer services provided to a campaign by Supervised Persons on their own personal time are not considered political contributions and are acceptable, although any activity involving soliciting or causing any contributions is prohibited. For example, Supervised Persons may not engage in fundraising in any way on behalf of covered candidates, even if it merely means hosting an event or having one’s name appear on the letterhead or any other portion of a fundraising communication.

Supervised Persons and members of their Family are prohibited from establishing, controlling or being involved with a political action committee or any other entity that makes political contributions at the state or local level or to a state or local official running for federal office.

Supervised Persons may not use other persons or entities (such as Firm affiliates, law firms, accountants, vendors, family members, or other

third parties) to make a political contribution that cannot be made directly by a Supervised Person. Political contributions made by anyone other than a Supervised Person (e.g., a spouse, consultant, attorney, etc.) at the direction or suggestion of the Supervised Person will be considered to be made by that Supervised Person.

Supervised Persons are required to disclose any political contributions they have made no less frequently than annually.

Corporate Gifts to Public Officials. V-Square seeks to avoid any situation that raises a conflict of interest or creates an appearance of impropriety. Before offering or making any gift on behalf of the Firm or as a representative or Supervised Person of V-Square to a public official, a Supervised Person must first consult the CCO for guidance on applicable prohibitions or restrictions and obtain written approval. The Firm will not pay an honorarium (payment for a legally rendered service, such as an appearance or speech) to any federal or state candidates or officials unless prior approval is obtained from the CCO.

Contributions to Charitable Organizations Solicited by Public Officials. V-Square recognizes that its Supervised Persons may wish to participate, on a personal basis, in various charitable activities, including making or pledging charitable contributions or sponsoring events to raise charitable contributions. The Firm’s Supervised Persons generally may use their own funds to make charitable contributions.

As a matter of Firm practice, V-Square may wish to make charitable contributions. However, neither V-Square nor its Supervised Persons may support a tax-exempt organization as a means of seeking to influence Clients. Accordingly, charitable contributions solicited by a public official may only be made with the prior written approval of the CCO and may never be made with the intent to influence a particular act by such public official or by the official’s agency

Lobbying. Supervised Persons generally may use their own resources to seek to influence U.S. or state legislation, rulemaking or otherwise participate in lobbying activity on a personal basis. However, no Supervised Person may engage in any traditional lobbying or “grassroots” activity on behalf of the Firm, except with prior written approval by the CCO.

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In certain circumstances, the CCO may determine that a Supervised Person must register as a lobbyist in order to comply with applicable law.

Candidates and Officials Outside of the U.S. As noted above, political contributions to any political officials, candidates, parties or committees anywhere outside of the United States should be made in compliance with the Foreign Corrupt Practices Act (the “FCPA”) and with applicable local laws, rules or regulations. A political contribution may not be made with the intent to influence a particular act by a Client or by a candidate or official, or his or her agency, political party or committee. Political contributions to any political officials, candidates, parties or committees anywhere outside of the U.S. may not be made without the prior approval of the CCO.

Pre-Clearance, Review and Approval. All pre-clearance/approval requests should be submitted to the CCO well in advance of the date of intended political activity. The CCO will review each pre-clearance/approval request to determine whether the proposed political contribution is permissible and will inform the Supervised Person in writing of its conclusion. Supervised Persons and members of their Family may not make any political contribution requiring pre-clearance/approval unless and until they receive written approval of the request in writing from the CCO. Please see V-Square Compliance Manual Section 20, Political Contributions, for additional details.

Recordkeeping

The CCO will keep in an easily accessible place for at least five (5) years copies of this Code of Ethics, all broker's confirmations and periodic statements and reports of Access Persons, records of violations and actions taken as a result of violations, acknowledgments and other memoranda relating to the administration of the Code of Ethics. The CCO will maintain a list of all Access Persons currently and for the last five (5) years. All broker’s confirmations and periodic statements of Access Persons may be kept electronically.

Oversight of the Code of Ethics

Acknowledgment: The CCO will distribute a copy of this Code of Ethics annually to all Supervised Persons. The CCO will also promptly distribute to all Supervised Persons all amendments to this Code of Ethics. All

Supervised Persons are required annually to sign and acknowledge their receipt and understanding of this Code of Ethics by signing such form as may be approved by the CCO.

Review of Transactions: Each Access Person’s transactions in his/her Personal Account(s) will be reviewed on a regular basis. Any transactions that are believed to be a violation of this Code of Ethics will be reported promptly to the CCO.

Sanctions: V-Square may impose such sanctions or remedial action as it deems appropriate or to the extent required by law. These sanctions may include, among other things, disgorgement of profits, suspension or termination of employment, and/or criminal or civil penalties.

Authority to Exempt Transactions: The CCO has the authority to exempt any Supervised Person from any or all of the provisions of this Code of Ethics if the CCO determines that such exemption would not harm any interests of a Client and is in accordance with applicable law. The CCO will document any exemption granted, describing the circumstances and reasons for the exemption.

Regular Meetings: As part of the Firm’s training program, the CCO endeavors to meet with and/ or contact newly hired Supervised Persons for the purpose of ensuring that all Supervised Persons understand the requirements of the Code of Ethics and that the CCO is exercising sufficient oversight and supervision of personal securities transactions. The CCO or a member of V-Square’s compliance team regularly provides firm-wide communications to help train Supervised Persons on the Firm’s compliance procedures and meets with Supervised Persons throughout the year fielding questions to ensure the Firm’s compliance guidelines and procedures are met.

Disclosures: The CCO will periodically, but not less than annually, review the current Code of Ethics in terms of V-Square’s ADV Part 2 Brochure and Part 3 Client Relationship Summary, if applicable, and make any necessary updates to disclosure and the description of the Code.

Confidentiality

All reports and any other information filed pursuant to this Code of Ethics will be treated as confidential to the extent permitted by applicable law.

Document

Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

Vident Advisory, LLC and

Vident Investment Advisory, LLC

Code of Ethics

March 2, 2022

INTRODUCTION 3


1.	OVERVIEW	4
	1.1 Code of Ethics	4
	1.2 Standards of Business Conduct	4
	1.3 Applicability of this Code of Ethics	5
	1.4 Reporting Person Duties	5
	1.5 Reporting Persons’ Obligation to Report Violations	5
	1.6 Vident’s Duties and Responsibilities to Reporting Persons	5
	1.7 Fund Board Reporting	6
	1.8 Recordkeeping	6
2.	REPORTABLE PERSONAL SECURITIES TRANSACTIONS	6
	2.1 Resolving Conflicts of Interest	6
	2.2 Reportable Securities Accounts and Transactions	6
	2.3 New Accounts	7
	2.4 Trading Restrictions and Prohibitions	8
	2.5 How to Pre-Clear Reporting Personal Securities Transactions	9
	2.6 Summary of What Reporting Persons and Their Immediate Family Need to Report Quarterly and Pre-Clear	10
	2.7 Ban on Short-Term Trading	11
	2.8 Employee Compensation Related Accounts	11

3.CODE VIOLATIONS 12

3.1Investigating Code Violations 12

3.2Penalties 12

3.3Dismissal and/or Referral to Authorities 13

3.4Exceptions to the Code 13

APPENDIX A - DEFINITIONS 14

APPENDIX B - CODE TEAM CONTACT INFORMATION 17

APPENDIX C - REPORTABLE FUNDS 18

APPENDIX D - ADDITIONAL POLICIES AND PROCEDURES 19

–INSIDER TRADING 19

–GIFTS AND ENTERTAINMENT 23

–POLITICAL AND CHARITABLE CONTRIBUTIONS, AND PUBLIC POSITIONS 25

–OUTSIDE BUSINESS ACTIVITIES, PRIOR WORK ARRANGEMENTS, & IDEA-SHARING WEBSITES 28

INTRODUCTION

This Vident Code of Ethics (“Code”) applies to employees, directors, and officers of the following Covered Companies, which may be referred to collectively herein as “Vident”:

1.Vident Advisory, LLC, (“VA”) a Securities and Exchange Commission (“SEC”) registered investment adviser

2.Vident Investment Advisory, LLC (“VIA”), an SEC-registered investment adviser

3.Vident Financial, LLC (“VF”), the parent company of VA and VIA This Code does not apply to any other entities.

Please refer to Appendix A for the definitions of capitalized terms that are not otherwise defined in the Code.

1.OVERVIEW

1.1Code of Ethics

Vident has adopted this Code pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940 Act (the “1940 Act”). This

Code establishes standards of business conduct and outlines the policies and procedures that Reporting Persons (as defined in Appendix A) must follow to prevent fraudulent, manipulative, or improper practices or transactions. This Code is maintained and administered by Vident’s Chief Compliance Officer (“CCO”) and Compliance Designees. The CCO and Compliance Designees are collectively referred to herein as the “Code Team.”

Please see Appendix B for Code Team Contact Information.

1.2Standards of Business Conduct

Reporting Persons must always observe the highest standards of business conduct and follow all applicable laws and regulations. Reporting Persons may never:

•Use any device, scheme or artifice to defraud a client;

•Make any untrue statement of a material fact to a client or mislead a client by omitting to state a material fact;

•Engage in any act, practice or course of business that would defraud or deceive a client;

•Engage in any manipulative practice with respect to a client;

•Engage in any inappropriate trading practices, including price manipulation; or

•Engage in any transaction or series of transactions that may give the appearance of impropriety.

This Code does not attempt to identify all possible fraudulent, manipulative, or improper practices or transactions, and literal compliance with each of its specific provisions will not shield Reporting Persons from liability for personal trading or other conduct that violates a fiduciary duty to clients.

1.3Applicability of this Code of Ethics

“Reporting Persons” are subject to all provisions of this Code.

All references to “Reporting Persons” in the guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members (as defined in Appendix A) of such persons. “You” or “your” should be interpreted to refer, as the context requires, to Reporting Persons and/or the Immediate Family Members of such persons.

For the avoidance of doubt, all employees of a Covered Company are Reporting Persons. Non-employee directors or officers of a Covered Company are not deemed Reporting Persons as they are not involved in the day-to-day management of any Covered Company and are not privy to Material Non-Public Information regarding Vident Client Account transactions or holdings.

1.4Reporting Person Duties

As a Reporting Person, you are expected to:

•Be ethical;

•Act professionally;

•Exercise independent judgment;

•Comply with applicable Federal Securities Laws;

•Avoid, mitigate or appropriately resolve conflicts of interest, and situations which create the perception of a conflict of intertest. A conflict of interest exists when financial or other incentives motivate a Reporting Person to place their or Vident’s interest ahead of a Vident Client Account. For more information on conflicts of interest, see Section 2.1 of this Code and other applicable VA or VIA conflicts of interest policies;

•Promptly report violations or suspected violations of the Code and/or any Vident compliance policy to the Code Team; and

•Cooperate fully, honestly and in a timely manner with any Code Team investigation or inquiry.

Reporting Persons are required to submit all requests and reports to the Code Team via Compliance Alpha, the transaction monitoring system for the Code.

In addition to Compliance Alpha, Reporting Persons can contact the Code Team for requests, assistance, and ad- hoc issues.

Training for ComplianceAlpha will be provided to Reporting Persons by the Code Team.

All Reporting Persons, as a condition of employment, must certify electronically within ComplianceAlpha (or in writing) receipt of this Code and certify, within 10 calendar days of becoming subject to the Code, upon material amendment, and annually thereafter, that they have read, understand, and will comply with the Code. Violations of the Code may result in disciplinary actions, including disgorgement, fines and even termination, as determined by the Code Team.

The Code and your fiduciary obligations generally require you to put the interests of Vident clients ahead of your own. The Code Team may review and take appropriate action concerning instances of conduct that, while not necessarily violating the letter of the Code, give the appearance of impropriety.

1.5Reporting Persons’ Obligation to Report Violations

Reporting Persons are expected to report any concerns regarding ethical business conduct, suspected or actual violations of the Code, or any non-compliance with applicable laws, rules, or regulations to the Code Team (please also see the respective Covered Company’s Whistleblower Policy). Reports will be treated confidentially to the extent reasonably possible and will be investigated promptly and appropriately. No retaliation may be taken against a Reporting Person for providing information in good faith about such violations or concerns.

Examples of violations or concerns that Reporting Persons are expected to report include, but are not limited to:

•Fraud or illegal acts involving any aspect of our business;

•Concerns about accounting, auditing, or internal accounting control matters;

•Material omissions or misstatements in SEC filings; and

•Any activity that is prohibited by the Code.

1.6Vident’s Duties and Responsibilities to Reporting Persons

To help Reporting Persons comply with this Code, the Code Team will:

•Identify and maintain current listings of Reporting Persons;

•Notify Reporting Persons in writing of their status as such and the Code requirements;

•Make a copy of the Code available and require initial, upon material amendment, and annual certifications that Reporting Persons have read, understand, and will comply with the Code;

•Make available a revised copy of the Code if there are any material amendments to it (and, to the extent possible, prior to their effectiveness) and require Reporting Persons to certify in writing (or electronically) receipt, understanding, and compliance with the revised Code;

•From time to time, provide training sessions to facilitate compliance with and understanding of the Code and keep records of such sessions and the Reporting Persons in attendance; and

•Review the Code at least once a year to assess its adequacy and effectiveness.

1.7Fund Board Reporting

On a quarterly basis, the Code Team shall submit to the respective relevant board of the applicable Reportable Funds (the “Board(s)”) a written report describing violations of or waivers from the Code and any sanctions imposed in response to violations.

Vident will provide the Boards a copy of this Code before being retained for its services and within six months of any material changes of this Code.

1.8Recordkeeping

This Code, a record of each violation of the Code and any action taken as a result of the violation, a copy of each report and certification/acknowledgment made by a Reporting Person pursuant to the Code, lists of all persons required to make and/or review reports under the Code within the past five years, and a copy of any pre- clearance given or requested pursuant to the Code shall be preserved with the applicable Covered Company’s records, as appropriate, for the periods and in the manner required by the Advisers Act and 1940 Act.

2.REPORTABLE PERSONAL SECURITIES TRANSACTIONS

2.1Resolving Conflicts of Interest

When engaging in Reportable Securities Transactions and transactions in Cryptocurrency, there might be conflicts between the interests of a Vident Client Account and a Reporting Person’s personal interests. Any conflicts that arise in connection with such Reportable Securities Transactions and transactions in Cryptocurrency must be resolved in a manner that does not inappropriately benefit the Reporting Person or adversely affect Vident Client Accounts. Reporting Persons shall always place the financial interests of the Vident Client Accounts before personal financial and business interests.

Examples of inappropriate resolutions of conflicts are:

•Taking an investment opportunity away from a Vident Client Account to benefit a portfolio or personal account in which a Reporting Person has Beneficial Ownership;

•Using your position to take advantage of available investments for yourself;

•Front running a Vident Client Account by trading in Reportable Securities (or Equivalent Securities) or Cryptocurrency ahead of the Vident Client Account;

•Taking advantage of information or using Vident Client Account portfolio assets to affect the market in a way that personally benefits you or a portfolio or personal account in which you have Beneficial Ownership; and

•Engaging in any other behavior determined by the Code Team to be, or to have the appearance of, an inappropriate resolution of a conflict.

2.2Reportable Securities Accounts and Transactions

Reporting Persons must report all Reportable Securities Accounts and Reportable Securities Transactions to the Code Team via ComplianceAlpha (see Section 1.4). Reportable Securities Accounts include accounts of Immediate Family Members and accounts in which a Reporting Person is a Beneficial Owner. There are three types of reports: (1) an initial holdings report that is filed upon becoming a Reporting Person or establishing any Reportable Securities Account, (2) a quarterly transaction report, and (3) an annual holdings report.

Each broker-dealer, bank, or fund company, where a Reporting Person has a Reportable Securities Account will be required to setup their accounts in ComplianceAlpha, so they are received electronically. All accounts that have

the ability to hold Reportable Securities must be included even if the account does not have holdings of Reportable Securities at the time of reporting.

1.Initial Holdings Report. Within 10 business days of becoming a Reporting Person:

•All Reportable Securities Accounts and Managed Accounts, including broker name and account number information must be reported by each Reporting Person to the Code Team via ComplianceAlpha.

•A recent statement (electronic or paper) for each Reportable Securities Account and Managed Account that cannot be linked to ComplianceAlpha must be submitted by each Reporting Person to the Code Team.

•All holdings of Reportable Securities in Reportable Securities Accounts and Managed Accounts must be inputted by each Reporting Person into an Initial Holdings Report via ComplianceAlpha. The information in the report must be current as of a date no more than 45 calendar days prior to the date of becoming a Reporting Person.

2.Quarterly Transactions Reports. Within 30 calendar days of each calendar quarter end:

•Each Reporting Person must submit via ComplianceAlpha to the Code Team a report showing all Reportable Securities Transactions made in his/her Reportable Securities Accounts during the quarter. A request for this report will be generated by ComplianceAlpha with notification of due dates and sent to Reporting Persons via email. A report must be submitted by each Reporting Person even if there were no Reportable Securities Transactions during the quarter.

•Each Reporting Person must certify as to the correctness and completeness of this report.

•This report and certification must be submitted to the Code Team within 30 calendar days of the previous quarter end.

3.Annual Holdings Reports. Within 30 calendar days of each calendar year end:

•All holdings of Reportable Securities in all Reportable Securities Accounts must be reported by each Reporting Person to the Code Team via ComplianceAlpha. The information in the report must be current as of a date no more than 45 calendar days prior to when you submit the report.

•Each Reporting Person must certify as to the correctness and completeness of this report.

•This report and certification must be submitted to the Code Team within 30 calendar days of the previous year end.

1.3New Accounts

Each Reporting Person must report a Reportable Securities Account (including those of Immediate Family Members) to the Code Team within 10 business days of receiving the account number or prior to executing a transaction requiring pre-clearance, whichever occurs first. Each Reporting Person wanting to establish a Managed Account (as discussed below) must contact the Code Team prior to the account’s opening and reporting in ComplianceAlpha and ensure all required documents have been provided to the Code Team.

Confidentiality

Vident will use reasonable efforts to ensure that the electronic reports submitted to the Code Team as required by this Code are kept confidential. Reports required to be submitted pursuant to the Code will be selectively reviewed by the Code Team and possibly senior executives or legal counsel on a periodic basis to seek to identify improper trading activity or patterns of trading and to otherwise seek to verify compliance with this Code. Data and information may be provided to Reportable Fund officers and Boards and will be provided to government authorities upon request or others if required to do so by law or court order.

Managed Accounts

As specified in Rule 204A-1, Reporting Persons are not required to submit any report with respect to securities held in accounts over which they have “no direct or indirect influence or control.”

For an account to qualify as a Managed Account, it must meet the following criteria:

•Reporting Persons have no direct or indirect influence or control over the account;

•If the Reporting Person’s control over the account should change in any way, he or she will immediately notify the Code Team in writing of such a change and will provide any required information regarding holdings and transactions in the account pursuant to the Rule and this Code; and

•The Reporting Person will agree to provide reports of holdings and/or transactions (including, but not limited to, duplicate account statements) made in the account at the request of the Code Team. Where reasonable, such Managed Account should be reported via ComplianceAlpha.

This includes accounts known as “Robo Advisor” accounts where account investments and reallocations are done through an automated platform without human involvement.

In order for an account to be coded in ComplianceAlpha as a Managed Account, documentation from the person or entity managing the account must be submitted to the Code Team for review and support that the Reporting Person will not be able to influence or control Reportable Securities Transactions. Further, the Reporting Person must complete an ‘Exempt Accounts Certification’ initially upon reporting of the account and annually thereafter.

1.4Trading Restrictions and Prohibitions

A.Reporting Persons. All Reporting Persons and their Immediate Family Members must comply with the following trading restrictions and prohibitions:

•Reportable Securities. All Reporting Persons must pre-clear transactions of certain Reportable Securities in Reportable Securities Accounts as described in the table that follows in Section 2.6.

•Same Day Trading. Reporting Persons who are involved with the management of a Vident Client Account generally are prohibited from trading the same Reportable Security in a Reportable Securities Account on the same day as the Vident Client Account that they manage.

•Vident Index Rebalances. Reporting Persons who are also members of the Vident Investment Policy Committee (“VIPC”) are prohibited from transacting in Reportable Securities in Reportable Securities Accounts three business days before, and the day of, a Vident sponsored index rebalance.

•De Minimis Values for Trading. If a Reporting Person’s trade request in the ComplianceAlpha system meets the following criteria it will be automatically approved notwithstanding the above: (i) fewer than 750 shares, (ii) less than $20,000 total, and (iii) an issuer market capitalization of more than

$6,000,000,000. If the trade request does not meet all three of these criteria, it will be flagged in the system for further review by the Code Team. The Code Team will notify the Reporting Person via ComplianceAlpha if the trade has been approved or denied.

•IPOs, Private Placements, and Initial Coin Offerings (“ICO”). Reporting Persons are prohibited from purchasing shares in an IPO and from purchasing virtual “coins” or “tokens” in an ICO. Reporting Persons may, subject to pre-clearance requirements, purchase shares in a Private Placement.

•Exchange-Traded Funds (“ETFs”). All Reporting Persons must disclose and report all holdings in ETFs. Purchases and sales of ETFs require pre-clearance.

•Short Securities. Selling securities short (or any derivative having the same economic effect as a short sale) are prohibited.

•Investment Clubs. Reporting Persons may not participate in the activities of an investment club.

•Attempts to Manipulate the Market. Reporting Persons must not execute any transactions intended to raise, lower, or maintain the price of any Reportable Security or to create a false appearance of active trading.

•Currency Accounts (including Cryptocurrencies). Reporting Persons do not need to report accounts established to hold foreign currency or Cryptocurrencies, provided no Reportable Securities can be held in the account. Purchases and sales of Cryptocurrencies require pre-clearance as addressed in Section 2.5.

1.5How to Pre-Clear Reporting Personal Securities Transactions

Reporting Persons must follow the steps below to pre-clear trades for themselves and their Immediate Family Members:

1.Request Authorization. A request for authorization of a transaction that requires pre- clearance must be entered using ComplianceAlpha (with the exception of Cryptocurrency, see below). Reporting Persons may only request pre-clearance for market orders or same day limit orders. Verbal pre-clearance requests are not permitted.

2.Have the Request Reviewed and Approved. After receiving the electronic request, the Code Team via ComplianceAlpha will notify Reporting Persons if the trade has been approved or denied.

3.Trading in Cryptocurrency. Notwithstanding the foregoing, purchases and sales of Cryptocurrency must be pre-approved via email to the Code Team. The email should detail the Cryptocurrency to be traded, intended trade date, purchase or sale, and quantity. For clarity, this does not include any use of the Cryptocurrency as payment for goods or services.

The Code Team will respond via email with its approval or denial of Cryptocurrency transaction requests.

The Code Team reserves the right to request Cryptocurrency transaction history from Reporting Persons.

4.Trading in Foreign Markets. A request for pre-clearance of a transaction in a local foreign market that has already closed for the day may be granted with authorization to trade on the following day because of time zone considerations. Approval will only be valid for that following trading day in that local foreign market.

5.Approval of Transactions.

•The Request May be Refused. The Code Team may refuse to authorize a Reporting Person’s Reportable Personal Securities Transaction and need not give an explanation for the refusal. Reasons for refusing your Reportable Securities Transactions may be confidential.

•Authorizations Expire. Any transaction authorization is effective until the close of business of the same trading day for which the authorization is granted (unless the authorization is revoked earlier). If the order for the transaction is not executed within that period, you must obtain a new pre-clearance authorization before placing a new transaction order.

1.6Summary of What Reporting Persons and their Immediate Family Need to Report Quarterly and Pre-Clear

The table below serves as a reference to use in determining what Reporting Persons need to report on

quarterly transactions reports and must pre-clear when executing a trade. If you have questions about any

types of Securities not shown below, please contact a member of the Code Team listed in Appendix B. Report? Pre-Clear?


Banker’s Acceptances, bank certificates of deposit, commercial paper & High- Quality Short-Term Debt Instruments, including repurchase agreements	No	No
Closed-End Funds	Yes	Yes
Corporate Debt Securities	Yes	Yes
Cryptocurrency	No	Yes
Equity Securities	Yes	Yes
ETFs and options on ETFs	Yes	Yes
Futures on Commodities	Yes	No
Futures on Cryptocurrencies	Yes	Yes
Futures on a Reportable Security and a narrow-based security index	Yes	Yes
Gifting Reportable Securities to any account outside your Reportable Securities Account	Yes	Yes
Initial Public Offering	Prohibited	Prohibited
Investment Trusts	Yes	Yes
Money Market Mutual Funds	No	No
Municipal Bonds	Yes	Yes
Mutual Funds not managed by a Covered Company	No	No
Options on Reportable Securities and on commodity futures contracts	Yes	Yes
Private Placements	Yes	Yes
Receipt of Reportable Securities as a gift	Yes	No
Reportable Securities purchased through Automated Investment Plans	Yes	Yes (initial plan and any adjustments thereto)
Short Term Cash Equivalents	No	No
Transactions in Managed Accounts (including Robo advisor accounts)	Yes	No
Transactions in 401(k) plans that do not and cannot hold Reportable Funds or Reportable Securities	No	No
Transactions in 529 Plans	Yes	No
U.S. Government Bonds (direct obligations)	No	No
U.S. Treasuries/Agencies (direct obligations)	No	No
Virtual Coins or Tokens acquired through an ICO or those acquired through a secondary token offering	Prohibited	Prohibited

1.7Ban on Short-Term Trading

There is a ban on short-term trading. Reporting Persons are not permitted to buy and sell, or sell and buy, the same Reportable Security (or Equivalent Security) that has been pre-cleared within 30 calendar days; this will be considered short-term trading.

•This prohibition is measured on a Last in – First out (“LIFO”) basis.

•Pre-clearance requests will be automatically denied in ComplianceAlpha if they are within the 30-day holding period.

Reporting Persons may be required to disgorge any profits the Reporting Person makes from any sale before the 30-day period expires.

The ban on short-term trading does not apply to transactions that involve:

•Reportable Securities not requiring pre-clearance (e.g., mutual funds that are not Reportable Funds, although they typically impose their own restrictions on short-term trading);

•Commodities, futures (including currency futures), options on futures and options on currencies;

•Automated purchases and sales that were done as part of an Automatic Investment Plan. However, any self- directed purchases or sales outside the pre-set schedule or allocation of the Automatic Investment Plan, or other changes to the pre-set schedule or allocation of the Automatic Investment Plan, within a 30-day holding period, are subject to the 30-day ban on short term trading;

•Cash sweep vehicles, including money market funds; or

•Transactions in Managed Accounts.

1.8Employee Compensation Related Accounts

Initial Holding Report (to be submitted in ComplianceAlpha):

•Reporting Persons who have an established Vident Simple IRA are required to report their balances in Reportable Funds or Reportable Securities as part of the Initial Holdings Reporting process.

•401(k) Plans and IRA’s that are external to Vident are required to be reported if the 401(k)Plan or IRA is capable of holding Reportable Funds or Reportable Securities.

Quarterly Transaction Report (to be submitted in ComplianceAlpha):

•Reporting Persons are required to report self-directed transactions in Reportable Funds or Reportable Securities in a Vident Simple IRA that occurred outside of the previously reported investment allocations.

•Reporting Persons are required to report transactions in Reportable Funds or Reportable Securities in 401(k) plans held outside of Vident.

•Reporting Persons are not required to report bi-weekly payroll contributions, periodic company matches, or profit-sharing contributions.

Annual Holdings Report (to be submitted in ComplianceAlpha):

•Reporting Persons are required to update their holdings in a Vident Simple IRA in their Annual Holdings Report

•If an external 401(k) account holds Reportable Funds or Reportable Securities, Reporting Persons are required to update these holdings in their Annual Holdings Report.

3.CODE VIOLATIONS

3.1Investigating Code Violations

The Code Team is responsible for investigating any suspected violation of the Code. This includes not only instances of violations against the letter of the Code, but also any instances that may give the appearance of impropriety. Reporting Persons are expected to respond to Code Team inquiries promptly. The Code Team is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code. The Code Team will report the results of each investigation to the CCO. Violations of the Code may also be reported to the Reporting Person’s supervisor.

3.2Penalties

The Code Team is responsible for deciding whether a violation is minor, substantive or serious. In determining the seriousness of a violation of this Code, the Code Team will consider the following factors, among others and will escalate as needed to the CCO:

•The degree of willfulness of the violation;

•The severity of the violation;

•The extent, if any, to which a Reporting Person profited or benefited from the violation;

•The adverse effect, if any, of the violation on a Covered Company or a Vident Client Account; and

•The Reporting Person’s history of prior violation(s) of the Code.

For purposes of imposing sanctions, violations generally will be counted on a rolling 24-month period. However, the Code Team (in consultation with the CCO) reserves the right to impose a more severe sanction/penalty depending on the severity of the violation and/or taking into consideration violations dating back more than 24 months.

Any offenses as described below will be reportable to the Board(s). Penalties will be imposed as follows:

Minor Offenses:

•First minor offense – First written notice.

•Second minor offense – Second written notice.

•Third minor offense – One-month ban on all personal trading, fine, disgorgement and/or other action.

Minor offenses may include, but are not limited to, the following: failure to timely submit quarterly transaction reports, failure to timely complete assigned training, failure to submit signed electronic acknowledgments of Code forms and certifications, and conflicting pre-clearance request dates versus actual trade dates or other pre- clearance request errors.

Substantive Offenses:

•First substantive offense – Written notice, fine, disgorgement and/or other action.

•Second substantive offense – 3-month ban on all personal trading, fine, disgorgement and/or other action.

•Third substantive offense – 6-month ban on all personal trading, fine, disgorgement and/or other action.

Substantive offenses may include, but are not limited to, the following: unauthorized purchase/sale of Reportable Securities as outlined in this Code, violations of short-term trading holding period (30-day rule), failure to request pre-clearance of transactions as required by the Code, and failure to timely report a reportable brokerage account. Other actions that may be taken in response to a substantive offense may include termination of employment and/or referral to authorities, depending on the seriousness of the offense.

Serious Offenses:

Engaging in insider trading or related illegal and prohibited activities such as “front running” and “scalping,” is considered a “serious offense.” Vident will take appropriate steps, which may include fines, termination of employment and/or referral to governmental authorities for prosecution. The Code Team will immediately inform the CCO of any serious offenses.

Exceptions:

The Code Team may deviate from the penalties listed in the Code where the CCO determines that a more or less severe penalty is appropriate based on the specific circumstances of that case. For example, a first substantive offense may warrant a more severe penalty if it follows two minor offenses. Any deviations from the penalties listed in the Code, and the reasons for such deviations, will be documented and/or maintained in the Code files.

3.3Dismissal and/or Referral to Authorities

Repeated violations or a flagrant violation of the Code may result in immediate dismissal from employment. In addition, the Code Team, the CCO, and/or senior management may determine that a single flagrant violation of the law, such as insider trading, will result in immediate dismissal and referral to authorities.

3.4Exceptions to the Code

The Compliance Designee is responsible for enforcing the Code. The Code Team may grant certain exceptions to the Code, provided any requests and any approvals granted must be submitted and obtained, respectively, in advance and in writing. The Code Team may refuse to authorize any request for exception under the Code and is not required to furnish any explanation for the refusal.

APPENDIX A - DEFINITIONS

General Note:

The definitions and terms used in the Code are intended to mean the same as they do under the Advisers Act and 1940 Act. If a definition hereunder conflicts with the definitions in the Advisers Act and 1940 Act, or if a term used in the Code is not defined, you should follow the definitions and meanings in the Advisers Act and 1940 Act.

Automatic Investment Plan A program that allows a person to purchase or sell Reportable Securities,

automatically and on a regular basis in accordance with a pre-determined schedule and allocation, without any further action by the person. An Automatic Investment Plan includes a SIP (systematic investment plan), SWP (systematic withdrawal plan), SPP (stock purchase plan), DRIP (dividend reinvestment plan), or employer- sponsored plan subject to such a program.

Beneficial Owner You are the “beneficial owner” of any Reportable Securities in which you have a

direct or indirect Financial or Pecuniary Interest, whether or not you have the power to buy and sell, or to vote, the securities.

In addition, you are the “beneficial owner” of Reportable Securities in which an Immediate Family Member has a direct or indirect Financial or Pecuniary Interest, whether or not you or the Immediate Family Member has the power to buy and sell, or to vote, the Reportable Securities. For example, you have Beneficial Ownership of securities in trusts of which Immediate Family Members are beneficiaries.

You are also the “beneficial owner” of Reportable Securities in any account, including but not limited to those of relatives, friends, and entities in which you have a non- controlling interest or over which you or an Immediate Family Member exercise investment discretion. Such accounts do not include accounts you manage on behalf of a Covered Company.

Control The power to exercise a controlling influence over the management or policies of a company unless the power is solely the result of an official position with such company. Owning 25% or more of a company’s outstanding voting securities is presumed to give you control over the company. (See Section 2(a)(9) of the 1940 Act for a complete definition.)

Covered Companies Vident Advisory, LLC, Vident Investment Advisory, LLC and Vident Financial, LLC.

Cryptocurrency A digital or virtual currency that is secured by cryptography, which makes it nearly

impossible to counterfeit or double-spend. Generally based on a network that is distributed across a large number of computers. Includes, but not limited to, Algorand, Avalanch, Bitcoin, Cardano, Dash, Dogecoin, Ethereum, Litecoin, Polkadot, Solana, Tether, Tron, and Zilliqa.

Equivalent Security Any Reportable Security issued by the same entity as the issuer of a subject

security that is convertible into the equity security of the issuer. Examples include, but are not limited to, options, rights, stock appreciation rights, warrants and convertible bonds.

Federal Securities Laws The Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-

Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm- Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

Financial or Pecuniary Interest The opportunity for you or your Immediate Family Member, directly, or indirectly,

to profit or share in any profit derived from a transaction in the subject Reportable Securities whether through any contract, arrangement, understanding, relationship or otherwise. This standard looks beyond the record owner of Reportable Securities to reach the substance of a particular arrangement. You not only have a Financial or Pecuniary Interest in Reportable Securities held by you for your own benefit, but also Reportable Securities held (regardless of whether or how they are registered) by others for your benefit, such as Reportable Securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes any interest in any Reportable Security owned by an entity directly or indirectly controlled by you, which may include corporations, partnerships, limited liability companies, trusts and other types of legal entities. You or your Immediate Family Member likely have a Financial or Pecuniary Interest in:

•Your accounts or the accounts of Immediate Family Members;

•A partnership or limited liability company, if you or an Immediate Family Member is a general partner or a managing member;

•A corporation or similar business entity, if you or an Immediate Family Member has or shares investment control; or

•A trust, if you or an Immediate Family Member is a beneficiary.

Immediate Family Member Any of the following persons, including any such relations through adoption, who

reside in the same household with you:


•spouse	•grandparent	•mother-in-law
•domestic partner	•grandchild	•father-in-law
•parent	•brother	•daughter-in-law
•stepparent	•sister	•son-in-law
•child		•sister-in-law
•stepchild		•brother-in-law

Immediate Family Member also includes any other relationship that the Code Team determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety.

Investment Club An investment club is a group of people who pool their money to make

investments. Usually, investment clubs are organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and/or each member may actively participate in investment decisions.

IPO An initial public offering, or the first sale of a company’s securities to public investors. Specifically, it is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Managed Account Any account for which the holder gives, in writing, his or her broker or someone else

(other than another Reporting Person) the authority to buy and sell Reportable

Securities, either absolutely or subject to certain restrictions, other than pre- approval by any Reporting Person. In other words, the holder gives up the right to decide what Reportable Securities are bought or sold for the account.

Non-Public Information Any information that is not generally available to the general public in widely

disseminated media reports, SEC filings, public reports, or similar publications or sources.

Private Placement An offering, including an ICO, that is exempt from registration under Section 4(a)(2)

or 4(6) of the Securities Act of 1933 or Rule 504, Rule 505, or Rule 506 thereunder.

Purchase or Sale of a Security In addition to any acquisition or disposition of a Reportable Security for value, a

Purchase or Sale of a Reportable Security includes, among other things, the receipt or giving of a gift or writing of an option to purchase or sell a Reportable Security.

Reportable Fund Any investment company registered under the 1940 Act, for which a Covered

Company serves as an investment adviser or sub-adviser as defined in Section 2(a)(20) of the 1940 Act. A list of all Reportable Funds is included in Appendix C – Reportable Funds.

Reporting Person With respect to the applicability of the Code to VA includes VA and VF employees,

directors and officers (other than non-employee directors and officers), and any other persons designated by the Code Team. Reporting Person with respect to the applicability of the Code to VIA includes VIA employees, directors and officers (other than non-employee directors and officers), and any other persons designated by the Code Team.

All references to “Reporting Persons” in the guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of Reporting Persons. The Code Team is responsible for maintaining a list of all Reporting Persons and notifying such Reporting Persons of their status.

Reportable Securities Account Any account that holds Reportable Securities of which you have Beneficial

Ownership, other than a Managed Account that holds Reportable Securities and has previously been approved by the Code Team over which you have no direct influence or Control. A Reportable Securities Account is not limited to Reportable Securities accounts maintained at brokerage firms, but also includes holdings of Reportable Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Vident or a former employer.

Reportable Securities Transaction A Purchase or Sale of a Reportable Security, of which you acquire or relinquish

Beneficial Ownership.

Reportable Security/Securities Any security as defined under Section 2(a)(36) of the 1940 Act or Section 202(a)(18)

of the Advisers Act, except that it does not include direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), shares issued by money market mutual funds, shares issued by mutual funds other than the Reportable Funds, or shares issued by unit investment trusts that are invested exclusively in one or more mutual none of which are Reportable Funds. “Reportable Security” includes any security issued by registered closed-end funds and ETFs.

Vident Client Accounts Accounts of investment advisory clients of Covered Companies, including but not

limited to investment companies registered under the 1940 Act.

APPENDIX B – CODE TEAM CONTACT INFORMATION

(Please note that all members of the Code Team are also considered Compliance Designees.)

[redacted]

APPENDIX C – REPORTABLE FUNDS

PPTY U.S. Diversified Real Estate ETF

VBND Vident Core U.S. Bond Strategy ETF

VIDI Vident International Equity Fund

VUSE Vident Core U.S. Equity Fund

** A list of all Reportable Funds sub-advised by VIA is available upon request. This list encompasses VIA’s registered investment company accounts that are sponsored and managed by a third-party but sub-advised by VIA. **

APPENDIX D – ADDITIONAL POLICIES AND PROCEDURES

INSIDER TRADING

Background

Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse of Material Non-Public Information by such investment adviser or any associated person. In the past, the Federal Securities Laws have been interpreted to prohibit the following activities:

•Trading by an insider while in possession of Material Non-Public Information;

•Trading by a non-insider while in possession of Material Non-Public Information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential;

•Trading by a non-insider who obtained Material Non-Public Information through unlawful means such as computer hacking; and

•Communicating Material Non-Public Information to others in breach of a fiduciary duty.

What Information is Material?

Many types of information may be considered material, including, without limitation, advance knowledge of:

•Dividend or earnings announcements;

•Asset write-downs or write-offs;

•Additions to reserves for bad debts or contingent liabilities;

•Expansion or curtailment of company or major division operations;

•Merger, joint venture announcements;

•New product/service announcements;

•Discovery or research developments;

•Criminal, civil and government investigations and indictments;

•Pending labor disputes;

•Debt service or liquidity problems;

•Bankruptcy or insolvency;

•Tender offers and stock repurchase plans;

•Recapitalization plans; and

•Major developments in litigation or events that could lead to litigation (e.g., a cyber breach or a data leak).

Information provided by a company could be material because of its expected effect on a particular class of securities, all of a company’s securities, the securities of another company, or the securities of several companies. The prohibition against misusing Material Non-Public Information applies to a wide range of financial instruments including, but not limited to, equities, bonds, warrants, options, futures, forwards, swaps, commercial paper, government-issued securities, and certain types of virtual currency or Cryptocurrency coins or tokens that were created in connection with an ICO.Material information need not relate to a company’s business. For example, information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material. Advance notice of forthcoming secondary market transactions could also be material.

Reporting Persons should consult with the CCO or a Compliance Designee if there is any question as to whether nonpublic information is material.

What Information is Non-Public?

Once information has been effectively distributed to the investing public, it is no longer non-public. However, the

Distribution of Material Non-Public Information must occur through commonly recognized channels for the classification to change. In addition, there must be adequate time for the public to receive and digest the information. Non-public information does not change to public information solely by selective dissemination. The confirmation by an insider of unconfirmed rumors, even if the information in question was reported as rumors in a public form, may be non-public information. Examples of the ways in which non-public information might be transmitted include, but are not limited to:

•In person;

•In writing;

•By telephone;

•During a presentation;

•By email, instant messaging, or Bloomberg messaging;

•By text message or through Twitter; or

•On a social networking site such as Facebook or LinkedIn.

Reporting Persons must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving Material Non-Public Information. Reporting Persons should consult with the CCO or a Compliance Designee if there is any question as to whether material information is nonpublic.

Penalties for Trading on Material Non-Public Information

Severe penalties exist for firms and individuals that engage in Insider Trading, including civil injunctions, disgorgement of profits, and jail sentences. Further, fines for Insider Trading may be levied against individuals and companies in amounts up to three times the profit gained, or loss avoided (and up to $1,000,000 for companies). Vident is not obligated to pay legal fees, penalties, or other costs incurred by Reporting Persons found guilty of insider trading.

Policies and Procedures

Reporting Persons are strictly forbidden from engaging in Insider Trading, either personally or on behalf of Vident. Vident’s Insider Trading Policies and Procedures apply to all Reporting Persons, as well as any transactions in any securities by family members, trusts, or corporations, directly or indirectly controlled by such persons. The policy also applies to transactions by corporations in which the Reporting Person is an officer, director, or 10% or greater stockholder, as well as transactions by partnerships of which the Reporting Person is a partner unless the Reporting Person has no direct or indirect control over thepartnership.

Procedures for Recipients of Material Non-Public Information

If a Reporting Person has questions as to whether they are in possession of Material Non-Public Information, they should inform the CCO or a Compliance Designee as soon as possible. The CCO or a Compliance Designee will conduct research to determine if the information is likely to be considered material, and whether the information has been publicly disseminated.

Given the severe penalties imposed on individuals and firms engaging in Insider Trading, a Reporting Person:

•Must immediately report the potential receipt of Material Non-Public Information to the CCO or a Compliance Designee;

•Must not trade the securities of any company about which they may possess Material Non-Public Information, or derivatives related to the issuer in question;

•Must not discuss any potentially Material Non-Public Information with colleagues, except as specifically required by their position; and

•Must not conduct research, trading, or other investment activities regarding a security for which they may have Material Non-Public Information until the CCO or a Compliance Designee dictates an appropriate course of action.

If the CCO or a Compliance Designee determines that the information is material and non-public, the CCO or a Compliance Designee will update a list of these restricted securities (the “Restricted List”) and ensure coding in ComplianceAlpha to restrict personal trading and the firm’s Order Management Systems (as applicable.) Vident and its Reporting Persons will not place any trades in securities for which it has Material Non-Public Information.

Depending on the relevant facts and circumstances, the CCO or a Compliance Designee may also take some or all the following steps:

•Review these policies and procedures with the affected Reporting Person(s);

•Initially ask the affected Reporting Person(s) to execute written agreements that they will not disclose the potentially Material Non-Public Information to others, including colleagues;

•Periodically ask the affected Reporting Person(s) to sign certifications that they have not improperly shared the information;

•Require the affected Reporting Person(s) to institute enhanced information security practices;

•Implement a shared office space policy or clean desk policy outlining appropriate methods of protecting Material Non-Public Information;

•Change the location of the affected Reporting Person(s)’ workspace(s);

•Review the emails of the affected Reporting Persons more frequently and/or conduct key word searches of all Reporting Persons’ emails for the information in question;

•Review these Insider Trading Policies and Procedures with all Reporting Persons;

•Inform Vident’s other Reporting Persons that the affected Reporting Person(s) may be in possession of Material Non- Public Information;

•Remind the other Reporting Persons that they should take reasonable steps to avoid inadvertent receipt of the information; and

•Forbid other Reporting Persons from seeking to obtain the information.

Trading in affected securities may resume, and other responses may be adjusted or eliminated, when the CCO or a Compliance Designee determines that the information has become public and/or immaterial. At such time, the CCO or a Compliance Designee will update the Restricted List in ComplianceAlpha and the Order Management Systems (as applicable) to indicate the date that trading was allowed to resume and the reason for the resumption.

See Covered Company’s applicable Information Barriers/Firewalls policies in the Compliance Manuals.

Selective Disclosure

Non-public information about Vident’s investment strategies, trading, and Vident Client Account holdings may not be shared with third parties except as is necessary to implement investment decisions and conduct other legitimate business.

Notwithstanding this, see the Covered Company’s applicable Portfolio Holdings Disclosure Policy.

Reporting Persons must never disclose proposed or pending trades or other sensitive information to any third party without the prior approval of the CCO or a Compliance Designee. Federal Securities Laws may prohibit the dissemination of such information and doing so may be considered a violation of the fiduciary duty that Vident owes to its Client Accounts.

Relationships with Potential Insiders

Vident’s vendors including affiliated entities may possess Material Non-Public Information. Individuals with access to Material Non-Public Information may have an incentive to disclose the information to Vident due to the potential for personal gain.

Reporting Persons should be extremely cautious about investment recommendations, or information about issuers, that it receives from any party including affiliated entities, vendors, and/or consultants. Reporting Persons should inquire about the basis for any such recommendations or information and should consult with the CCO or a Compliance Designee if there is any appearance that the recommendations or information are based on Material Non-Public Information. Vident may receive Material Non-Public Information about its client account investment strategies and trading activities.

Vident’s Reporting Persons are prohibited from trading on, or improperly utilizing, Material Non-Public Information obtained from third-party or affiliated investment advisers or sub-advisers.

Rumors

Creating or passing false rumors with the intent to manipulate securities prices or markets may violate the antifraud provisions of Federal Securities Laws. Such conduct is contradictory to our Code of Ethics, as well as Vident’s expectations regarding appropriate behavior of its Reporting Persons. Reporting Persons are prohibited from knowingly circulating false rumors or sensational information that might reasonably be expected to affect market conditions for one or more securities, sectors, or markets, or improperly influencing any person or entity.

This policy is not intended to discourage or prohibit appropriate communications between Reporting Persons of Vident and other market participants and trading counterparties. Reporting Persons should consult with the CCO or a Compliance Designee regarding questions about the appropriateness of any communications.

GIFTS AND ENTERTAINMENT

Background

Reporting Persons may generally give and receive gifts and entertainment, so long as such gifts and entertainment are not lavish or excessive, and do not give the appearance of being designed to improperly influence the recipient.

Policies and Procedures

Guiding Principles

Vident holds its Reporting Persons to high ethical standards and strictly prohibits any giving or receipt of things of value that are designed to improperly influence the recipient. Anti-bribery and anti-corruption statutes in the U.S. and the UK are broadly written, so Reporting Persons should consult with the CCO or a Compliance Designee if there is even an appearance of impropriety associated with the giving or receipt of anything of value. Reporting Persons should also be familiar with the Covered Company’s Anti-Bribery and Anti-Corruption Policy & Procedures.

Specific Policies and Procedures

Reporting Persons Receipt of Entertainment – Reporting Persons may attend business meals, sporting events and other entertainment events at the expense of a giver, provided that the entertainment is not lavish or extravagant in nature. If the estimated cost or value of the Reporting Person’s portion of the entertainment is greater than $250, or the Reporting Person has received entertainment twice or more in a quarter from the same giver or entity, then the Reporting Person must report his or her attendance to the Code Team via ComplianceAlpha.

Reporting Persons Receipt of Gifts – Reporting Persons must report their acceptance of gifts over $100 (either one single gift, or in aggregate on an annual basis) to the Code Team by using ComplianceAlpha. Gifts of cash or cash equivalents may not be accepted.

Except where a Reporting Person is presenting at a conference, Vident expects that it will bear the costs of Reporting Person’s travel and lodging associated with conferences, research trips, and other business-related travel. If these costs are borne by a person or entity other than Vident they should be treated as a gift to the Reporting Person for purposes of this policy.

Gifts such as holiday baskets or lunches delivered to Vident’s offices which are received on behalf of Vident and shared with the office do not require reporting. Promotional items valued at less than $100 that clearly display the giver’s company logo also need not be reported. Examples of promotional gifts include mugs, hats, and umbrellas.

Vident’s Gift and Entertainment Giving Policy – Vident and its Reporting Persons are prohibited from giving gifts or entertainment that may appear lavish or excessive and must obtain approval to give gifts over $100 or entertainment over

$250 to any Vident Client Account, investor, prospect, or individual or entity that Vident does, or is seeking to do, business with.

Reporting Persons should seek approval by using ComplianceAlpha. Gifts of cash or cash equivalents may not be offered.

Gifts and Entertainment Given to Union Officials – Any gift or entertainment provided by Vident to a labor union or a union official in excess of $250 per fiscal year must be reported on Department Labor Form LM-10 within 90 days following the end of Vident’s fiscal year. Consequently, Reporting Persons must obtain approval before giving any gifts or entertainment to labor unions or union officials. Pre-clearance must be obtained from the Code Team by using ComplianceAlpha.

Gifts and Entertainment Given to ERISA Plan Fiduciaries – Vident is prohibited from giving gifts or entertainment with an aggregate value exceeding $250 per year to any ERISA plan fiduciary. Consequently, Reporting Persons must obtain approval before giving any gifts or entertainment to ERISA plan fiduciaries from the Code Team by using ComplianceAlpha.

Gifts and Entertainment Given to State and Local Pension Officials – Vident must be mindful that a myriad of state and municipal regulations exist around the exchange of gifts and entertainment with such officials. Accordingly, Reporting Persons

must consult with the Code Team before providing any gifts or entertainment in connection with the solicitation of state and municipal pension, and similar plans.

Internal Controls

Gifts and Entertainment Tracking – The Code Team will use the Code of Ethics module within ComplianceAlpha to track Reporting Persons’ provision and receipt of gifts and entertainment. The Code Team will not monitor or review their own provision or receipt of gifts and entertainment for compliance with these policies and procedures. Rather, each individual’s provision or receipt of gifts and entertainment will be monitored and reviewed by another Code Team member.

Monitoring Third Parties – The CCO is responsible for assessing whether agreements with third parties should include anti- bribery representations, and for ensuring that any necessary representations are included in executed agreements. The CCO may also require that third parties acting on behalf of Vident attend anti-bribery training sessions. Reporting Persons may not execute agreements with third parties that are reasonably expected to interact with government officials, union representatives or ERISA plan fiduciaries without the CCO’s approval.

If a third party is reasonably expected to interact with government officials, union representatives or ERISA plan fiduciaries, the CCO will review any expense claims submitted by the third party and may require explanations and supplemental documentation to ensure that the third party has not provided improper gifts or entertainment on Vident’s behalf.

POLITICAL AND CHARITABLE CONTRIBUTIONS, AND PUBLIC POSITIONS

Background

Individuals may have important personal reasons for seeking public office, supporting candidates for public office, or making charitable contributions. However, such activities could pose risks to an investment adviser. For example, federal and state “pay-to-play” laws have the potential to significantly limit an adviser’s ability to manage assets and provide other services to government-related clients or investors.

Rule 206(4)-5 under the Advisers Act (the “Pay-to-Play Rule”) limits political contributions to state and local government officials, candidates, and political parties by:

•Registered investment advisers;

•Advisers that would be required to register with the SEC but for the “foreign private adviser” exemption provided by Section 203(b)(3) of the Advisers Act, or that are exempt reporting advisers;

•Firms that solicit clients or investors on behalf of the types of advisers described above; and

•“Covered Associate” (as defined below) of the entities listed above.

The Pay-to-Play Rule defines “contributions” broadly to include gifts, loans, the payment of debts, and the provision of any other thing of value. The SEC’s enforcement staff has interpreted contributions to include substantive donations of an adviser’s communications networks and other resources. Rule 206(4)-5 also includes a provision that prohibits any indirect action that would be prohibited if the same action was done directly.

Restrictions on the Receipt of Advisory Fees

The Pay-to-Play Rule prohibits the receipt of compensation from a government entity for advisory services for two years following a contribution to any official of that “government entity”.1

A “Covered Associate” of an adviser is defined to include:

•Any general partner, managing member or executive officer, or other individual with a similar status or function;

•Any employee that solicits a government entity for the adviser, as well as any direct or indirect supervisor of that employee; and

•Any political action committee controlled by the adviser or by any person that meets the definition of a “covered associate.”

However, there is an exception available for contributions from natural persons of $150 per election, or $350 per election if the contributor is eligible to vote in the election. An exception is also available for otherwise prohibited contributions that are returned, so long as the contribution in question is less than $350, is discovered within four months of being given, and is returned within 60 days of being discovered. The exception for returned contributions is available no more than twice per calendar year for advisers with 50 or fewer employees; advisers with more than 50 employees can rely on this exception three times per calendar year. However, an adviser cannot rely on the exception for returned contributions more than once for any particular employee, irrespective of the amount of time that passes between returned contributions.

The restrictions on contributions and payments imposed by Rule 206(4)-5 can apply to the activities of individuals for the two years before they became covered associates of an investment adviser. However, for covered associates who are not involved in soliciting clients or investors, the look-back period is six months instead of two years.

1 A government entity means any state or political subdivision of a state, including (i) any agency, authority, or instrumentality of the state or political subdivision, (ii) a pool of assets sponsored or established by the state or a political subdivision, agency, authority, or instrumentality thereof, (iii) a plan or program of a government entity; and (iv) officers, agents, or employees of the state or political subdivision, agency, authority, or instrumentality thereof, acting in their official capacity.

Restrictions on Payments for the Solicitation of Clients or Investors

The Pay-to-Play Rule prohibits the compensation of any person to solicit a government entity unless the solicitor is an officer or employee of the adviser, or unless the recipient of the compensation (i.e., solicitation fee) is another registered investment adviser or a registered broker/dealer.

However, a registered investment adviser will be ineligible to receive compensation for soliciting government entities if the adviser or its covered associates made, coordinated, or solicited contributions or payments to the government entity during the prior two years.2

Restrictions on the Coordination or Solicitation of Contributions

The Pay-to-Play Rule prohibits an adviser and its covered associates from coordinating or soliciting any contribution or payment to an official of the government entity, or a related local or state political party where the adviser is providing or seeking to provide investment advisory services to the government entity.

Recordkeeping Obligations

The Advisers Act imposes recordkeeping requirements on registered investment advisers that have any clients or known investors in registered investment companies or private funds that fall within Rule 206(4)-5’s definition of a “government entity.” Among other things, advisers with “government entity” clients or investors must keep records showing political contributions by “covered associates” and a listing of all “government entity” clients and investors.

Guidance Regarding Bona-Fide Charitable Contributions

Charitable donations to legitimate not-for-profit organizations, even at the request of an official of a government entity, do notimplicate Rule 206(4)-5.

Applicability of Rule 206(4)-5 to Different Types of Advisory Products and Services Being Offered

The Pay-to-Play Rule applies equally to:

•Advisers that provide advisory services to a government entity (including, among other things, through the management of a separate account or through an investment in a pooled private fund); and

•Advisers that manage a registered investment company (such as a mutual fund or ETF) that is an investment option of a plan or program of a government entity.

Policies and Procedures

Political Contributions

Vident has not, and will not, provide advisory services to any “government entities,” so the restrictions on collecting fees from “government entities” that may stem from Reporting Persons political contributions are not expected to affect Vident’s operations.

If a Reporting Person is considering making a political contribution to any state or local government entity, official, candidate, political party, or political action committee, the potential contributor must seek pre-clearance from the Code Team using ComplianceAlpha. Reporting Persons should be aware that such political contributions include cash donations, as well as substantive donations of Vident’s resources, such as the use of conference rooms or communication systems. If pre-clearance is granted, it is valid for seven days before and after the intended contribution date. Any contributions outside of this date range require re-approval. The Code Team will consider whether the proposed contribution is consistent with

2 FINRA adopted, and the SEC approved, FINRA Rules 2030 (Engaging in Distribution and Solicitation Activities with Government Entities) and 4580 (Books and Records Requirements for Government Distribution and Solicitation Activities) to establish “pay-to-play” rules and related rules regulating the activities of member firms that engage in distribution or solicitation activities for compensation with government entities on behalf of investment advisers, which became effective August 20, 2017.

restrictions imposed by Rule 206(4)-5,and to the extent practicable, the Code Team will seek to protect the confidentiality of all information regarding each proposed contribution.

The Code Team will meet with all Reporting Persons to discuss their past political contributions. For the avoidance of doubt, all Reporting Persons are considered covered associates. The review will address the contributions for all potential Reporting Persons for the past two years. Any political contribution made will be required to be reported in ComplianceAlpha.

Reporting Persons may make contributions to national political candidates, parties, or action committees without seeking pre-clearance as long as the recipient is not otherwise associated with a state or local political office. However, Reporting Persons must use good judgment in connection with all contributions and should consult with the Code Team if there is any actual or apparent question about the propriety of a potential contribution.

Any political contribution by Vident, rather than its Reporting Persons, must be pre-cleared by the CCO, irrespective of the proposed amount or recipient of the contribution.

The Code Team will maintain a chronological list of contributions in accordance with the requirements of the Pay-to-Play Rule using ComplianceAlpha, as well as a list of all Vident Client Accounts and known investors that meet the definition of a “government entity” for purposes of Rule 206(4)-5.

The CCO or a Compliance Designee will not monitor or review their own political contributions for compliance with these policies and procedures. Rather, each individual’s political contributions will be monitored and reviewed by another Code Team member.

Charitable Donations

Vident and Reporting Persons are prohibited from donating to:

•Any charity with the intention of influencing such charity to become a Client, shareholder, or investor; or

•Any charity at the behest of any Client, shareholder, investor or prospective Client.

Reporting Persons should notify the CCO about any actual or apparent conflict of interest in connection with any charitable contribution, or about any contribution that could give an appearance of impropriety.

Public Office

Reporting Persons must obtain written pre-approval from the CCO prior to running for any public office. Reporting Persons may not hold a public office if it presents any actual or apparent conflict of interest with Vident’s business activities.

OUTSIDE BUSINESS ACTIVITIES, PRIOR WORK ARRANGEMENTS, & IDEA-SHARING WEBSITES

Background

Reporting Persons may, under certain circumstances, be granted permission to engage in business activities outside their employment with Vident with public or private corporations (inclusive of serving on boards of directors), registered fund boards of trustees, partnerships, not-for-profit institutions, and other entities. Reporting Person may also be granted permission to engage in mining of digital currencies (or Cryptocurrency). Collectively, the aforementioned business activities and digital currency mining are deemed “Outside Business Activities.” Such activities can expose the participant to potentially Material Non-Public Information and can create conflicts of interest or the appearance of conflicts of interest.

Reporting Persons may be subject to compliance risks or conflicts of interest in connection with information or relationships associated with prior employment with other companies.

Policies and Procedures

Outside Business Activities, Directorships

Reporting Persons are prohibited from engaging in Outside Business Activities and making investment decisions on behalf of non-Clients unless pre-cleared and approved by the Code Team through ComplianceAlpha. Approval will be granted on a case- by-case basis, subject to careful consideration of potential conflicts of interest, disclosure obligations, and any other relevant regulatory issues. Reporting Persons must use ComplianceAlpha to seek approval for the Outside Business Activities - verbal requests are not permitted. The Code Team will use ComplianceAlpha to track Reporting Persons’ participation in such Outside Business Activities.

No Reporting Person may utilize property of Vident, or utilize the services of Vident or Reporting Persons, for his or her personal benefit or the benefit of another person or entity, without approval of the CCO. For this purpose, “property” means both tangible and intangible property, including funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property, proprietary processes, and ideas for new research or services.

A Reporting Person may not participate in any business opportunity that comes to his or her attention as a result of his or her association with Vident and in which he or she knows that Vident might be expected to participate or have an interest, without:

•Disclosing in writing all necessary facts to the Code Team;

•Offering the particular opportunity to Vident; and

•Obtaining written authorization to participate from the Code Team.

Any personal or family interest in any of Vident’s business activities or transactions must be immediately disclosed to the Code Team. For example, if a transaction by Vident may benefit that Reporting Person or a family member, either directly or indirectly, then the Reporting Person must immediately disclose this possibility to the Code Team. Reporting Persons may use ComplianceAlpha to inform the Code Team of any such issues.

No Reporting Persons may borrow from or become indebted to any person, business or company having business dealings or a relationship with Vident, except with respect to customary personal loans (such as home mortgage loans, automobile loans, and lines of credit), unless the arrangement is disclosed in writing and received prior approval from the Code Team. No Reporting Person may use Vident’s name, position in a particular market, or goodwill to receive any benefit on loan transactions without the prior express written consent of the CCO.

A Reporting Person who is granted approval to engage in an Outside Business Activity must not transmit Material Non-Public Information between Vident and the outside entity. If participation in the Outside Business Activity results in the Reporting Person’s receipt of Material Non-Public Information, the Reporting Person must discuss the scope and nature of the information flow with the Code Team. Similarly, if a Reporting Person receives approval to engage in an Outside Business Activity and subsequently becomes aware of any conflict of interest that was not disclosed when the approval was granted, the conflict must be promptly brought to the attention of the Code Team.

If a Reporting Person is associated with an Outside Business Activity, such as by serving as an officer or director, the Reporting

Person should recuse himself or herself from any decisions regarding that entity’s political contributions. If the Reporting Person believes that the Outside Business Activity’s political contributions could give even the appearance of being related to Vident’s advisory activities or marketing initiatives, the Reporting Person must discuss the matter with the CCO. Any Outside Business Activities by the CCO will be reviewed by the Code Team.

Prior Employment Arrangements

Reporting Persons are expected to act with professionalism, to avoid any improper disclosure of proprietary information, and to satisfy all other obligations owed to Vident and to any prior employers. Reporting Persons should discuss any concerns regarding their prior employment with the Code Team. Such concerns may include, but are not limited to, possession of Material Non-Public Information from a prior employer, a non-solicitation and/or non- compete clause in the Reporting Person’s previous employment agreement, and any prior political contributions made by the Reporting Person.

Idea-Sharing Websites

Online investment communities, such as Value Investors Club and SumZero (“Idea-Sharing Websites”), allow members to share their investment ideas with other market participants.3 Members are generally required to submit a certain number of ideas in order to view investment ideas posted by others. Some Idea-Sharing Websites also provide a messaging feature that allows members to communicate with each other.

Vident’s fiduciary duty obligates it to seek investment opportunities that are consistent with its Clients’ investment objectives. While Vident is aware that the sharing of investment ideas with parties outside the firm presents certain regulatory risks, Vident believes that its Reporting Persons’ membership in Idea-Sharing Websites provides Vident and its Clients with a valuable source of investment ideas.

Reporting Persons are strictly prohibited from sharing or seeking material non-public information through an Idea-Sharing Website or similar services. To prevent the dissemination of problematic content, Reporting Persons must receive written consent from the CCO prior to submitting investment ideas to an Idea-Sharing Website. Such consent will only be granted following the CCO’s determination that the investment idea (1) is not based on material nonpublic information, and (2) would not be appropriate for Vident Client Accounts, or was offered to, and rejected by, the Vident Client Accounts or their portfolio managers. Reporting Persons will use ComplianceAlpha to seek pre-approval for submitting investment ideas. Furthermore, Reporting Persons who use investment ideas submitted by other Idea-Sharing Website members to offer investment advice to Vident Client Accounts must retain copies of such materials in their research files.

Reporting Persons who participate in Idea-Sharing Websites must provide their login credentials to the Code Team, who will periodically monitor their interactions with other Idea-Sharing Website members.

3 Somewhat akin to this are comment sections in periodicals (whether online or in print), social media, and messages boards such as Reddit. This policy extends to such sharing methods and outlets as it pertains to investment ideas and commentary.

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