EX-99.CODE ETH

Code of Ethics

Effective Date: January 2^nd, 2025

Last Amended: December 2023

Segall Bryant & Hamill (the “Adviser” or “SBH”) has adopted this Code of Ethics (“Code”) to prevent violations of the Investment Advisers & Investment Company Acts of 1940 under Rule 204A-1 and Rule 17j-1.

SBH serves as a fiduciary and must ensure that all SBH employees adhere to the highest standards of professional and ethical conduct in compliance with the Code.

The following standards and principles shall always guide the conduct of SBH personnel:

The Advisers Act prohibits the Firm and its Supervised Persons from engaging in fraudulent, deceptive, or manipulative conduct.

The Code applies to all employees of SBH and their immediate family members including temporary employees, consultants, interns and any persons that may have access to SBH’s investment recommendations or trading.

All employees are deemed Access Persons unless specifically exempted by the CCO or his/her designee.

Immediate Family Member means a spouse, domestic partner, child, stepchild, parent, and other family members living in the employee’s household. (See definition in the Appendix.)

Certain employees serve as dual employees of Corient and CI Segall Bryant & Hamill (“SBH”) Asset Management. Corient and SBH both have supervisory responsibilities over these dual employees. While each dual employee is subject to both SBH’s and Corient’ s Code of Ethics, dual employees will adhere to the SBH Code of Ethics for purposes of pre-clearance and personal trading.

All Access Persons are required to enter their covered account(s) for their personal securities transactions in the compliance monitoring system.

Account(s) in which you or your immediate family have Beneficial Ownership, should be disclosed in the compliance monitoring system. Employees are the beneficial owner of any account or securities in which they have a direct or indirect financial interest.

This includes accounts held in the name of their spouse or equivalent domestic partner, minor children, and relatives living with them and can include trusts for which employees are a trustee or a beneficiary. See Appendix 1 for more detailed information on Beneficial Ownership.

These accounts include, among others:

The following accounts are NOT considered reportable accounts under this Code:

When possible, direct electronic feeds from brokerage firms will be set up with the compliance monitoring system to obtain transaction and holdings information.

When direct feeds are not available, the employee will be required to either use the aggregation feed available or provide duplicate statements manually in the compliance monitoring system (employee upload of statements).

Reportable Security means any security as defined in Section 202(a)(18) of the Adviser Act. Access Persons must disclose all reportable securities except when they are specifically exempted.

The below securities are exempted from the definition:

Exempt securities will not require pre-clearance or be subject to reporting requirements. See more pre-clearance and reporting requirements in details in Appendix 2.

Within 10 calendar days of start date, new employees becoming Access Persons must file an initial holding report in Reportable Securities (defined above) and identify all accounts over which they and their household member(s) have Beneficial Ownership.

Initial holdings reports must be current as of 45 days prior to start date.

Access Persons must disclose:

On an annual basis, on a date selected by the CCO or his designee (typically within 30 calendar days after year end), every Access Person must file an Annual Holdings Report and review that their covered account(s) information is still accurate in the compliance monitoring system.

All employees considered Access Persons are required to promptly disclose newly opened accounts as well as closed accounts.

All employees are also required to provide duplicate account statements and confirmation of trade to Compliance in the compliance monitoring system upon request by Compliance.

When available, SBH will facilitate the receipt of duplicate statements and trade confirmations via direct feeds directly in the compliance monitoring system. When direct feeds are not available, employees will be asked to use the aggregation feed using their personal credentials or else to manually upload their statements and confirmation of trade in the compliance monitoring system.

Access Persons are required to submit their quarterly report of Reportable Securities transactions, including Reportable Funds, that occurred in the quarter within 30 days after each quarter ends and to review their list of covered account(s) in the compliance monitoring system.

Each Access Person must read and acknowledge receipt of this Code electronically in the compliance monitoring system within 10 calendar days of their start date and annually acknowledge compliance with the Code on a date specified by Compliance.

In addition, as SBH is a wholly owned subsidiary of Corient Holdings, all Access Persons must follow the Corient Code of Conduct, which is located in the compliance monitoring system. (Please note that all Corient certifications are on the Corient Private Wealth tenant on the compliance monitoring system.). On a periodic basis, all Access Persons will be required to attest that they have received a copy of Corient Code of Conduct, have read and understood it and agree to comply with it.

Additionally, Compliance will require training and review of this policy in accordance with Rule 206(4)-7.

All Access Persons are required to report to the Compliance Department via the compliance monitoring system, any immediate family members that are engaged in the securities business, or any other related persons either by lineage or marriage that the Access Person believes may present a potential conflict of interest.

Annually, Access Persons will be required to certify in writing to the accuracy and completeness of their related persons in securities business reporting.

Compliance monitors the trading patterns of employees on an ongoing basis and at least quarterly through the compliance monitoring system to ensure compliance with the Code. Compliance also maintains certain records in accordance with applicable laws and regulations.

Questions regarding the Code are to be directed to the Chief Compliance Officer of the Adviser (“CCO”) or his or her designee.

Each Access Person must report any violations of this Code promptly to the Chief Compliance Officer or the CCO’s designee. All reports will be treated confidentially and investigated promptly and appropriately. The Adviser will not tolerate interference or retaliation of any kind against any Employee who in good faith reports a violation of the Code by another employee and any retaliation constitutes a further violation of the Code in accordance with the Adviser’s whistleblower.

SBH is required to keep copies of all relevant records in the manner required by Rule 17j-1 and Rule 204-2.

Access Persons are prohibited from:

No Access Person will be granted pre-clearance for the purchase or sale of any Reportable Security within 7 calendar days of any Client’s order in the same Reportable Security when the market capitalization of the Reportable Security is less than $5 billion unless volume de minimis requirements apply.

Exceptions may be granted by the CCO or designee or for other reasons at the CCO or the CCO’s designee discretion. All exceptions will be documented.

While the Adviser does not have a specific policy prohibiting short-term trading (i.e. 60 day holding period), or the disgorgement of any short-term profits, short-term trading should not be done on an excessive basis. Compliance will monitor trading for patterns that may be deemed excessive.

Access Persons should not engage in Market Timing practices in Reportable Funds or any mutual funds in general. If it is determined that personal trading activities violate these restrictions, SBH reserves the right to impose such sanctions as deemed appropriate.

Pre-clearance for the purchase and sale of securities placed on SBH Restricted List will not be granted.

Personal transactions may be restricted in Reportable Funds in situations where it is determined that employees have access to inside information on a Reportable Fund (e.g. liquidation, merger).

No exception will be granted without prior approval from Compliance.

Unless an exception applies, all Access Persons (and household members) must receive pre-approval of all security transactions of which such Access Person, will acquire Beneficial Ownership.

All pre-clearance requests for trading in Reportable Securities by Access Persons or their Immediate Family Members must be requested through the compliance monitoring system.

Pre-clearance requests approvals or denials granted by Compliance are communicated via the compliance monitoring system.

Pre-clearance approvals are valid for the same business day and the day after. You must execute the trade within the approval window or place a new trade request.

The following transactions have been excluded from pre-clearance requirements:

Transactions occurring as part of an automatic investment plan are exempt from pre-clearance requirements. This includes dividend reinvestment plans (DRIPS).

Transactions occurring in a managed account(s) under a signed investment management agreement where the Access Person does not have authority to direct specific transactions in the account and where the Access Person does not have influence or control over the account.

Transactions effected upon the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights received (stock splits, mergers, spin-offs or rights subscriptions).

Transactions as part of the exercise of an option at expiration or an assignment of options.

The acquisition or sale of securities through gift or inheritance.

Pre-clearance is not required for the following securities as specifically excluded by the Advisers Act:

Derivatives on Commodities, Currencies and Broad-Based Indices

Access Persons must request pre-approval to use limit, GTC and stop loss orders in the compliance monitoring system at the time the instruction is placed and regardless of when the transaction will be executed. Please use the comments box to document the fact that you are using a limit, GTC or stop-loss order.

If the limit, GTC or stop-loss order is modified (for example, if you change the limit price), Access Persons will need to place a new pre-clearance request at the time of the modification.

Access Persons must request pre-approval prior to investing in a private placement by filing out a disclosure form in the compliance monitoring system.

Access Persons are prohibited from purchasing private placements without formal prior approval of the Chief Compliance Officer or the CCO’s designee.

In considering the approval, the CCO or designee will consider whether the investment opportunity should be reserved for a client among other considerations. All references in the Code of Ethics to “private placements” are deemed to be references to Limited Offerings. 

Investment advisers are required by applicable regulations to establish, maintain and enforce written policies and procedures designed to prevent the misuse of material non-public information (“MNPI”) by its directors, officers and employees. All employees are prohibited from trading on any information that is considered material nonpublic information. Additionally, employees must not disseminate or “tip” material non-public information to others.

Investment Persons are at a higher risk of obtaining MNPI. When an Investment Person believes they may be in possession of MNPI, they should immediately contact the Compliance Team. It is critical that any persons in possession of MNPI not share the information with anyone other than Compliance. Additionally, any persons in possession of MNPI are prohibited from trading in securities of the issuer in client accounts or personal account(s).

Insider Trading generally means the use of material, non-public information (“MNPI”) to trade in securities (whether or not one is an “Insider”) or the communication of material, non-public information to others.

The concept of “insider” is broad. It includes officers, members, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special, confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations.

Any information which has not been made public and which a reasonable investor might consider important in making an investment decision. Any questions about whether information is considered material should be directed to the CCO or the CCO’s designee.

Examples of the types of information that are likely to be deemed “material” include, but are not limited to:

Employees must also be aware of the SEC’s position that the term “material nonpublic information” or MNPI relates not only to securities issuers but also to SBH's securities recommendations, client securities holdings, and transactions.

Information is considered “public” when it has been disseminated broadly to investors in the marketplace. For example, after the information has become available through a newspaper (e.g. Wall Street Journal, Financial Times) or a public filing (e.g. prospectus).

It is unlawful for any person to misuse, directly or indirectly, any material, non-public information.

Employees may not while in possession of MNPI:

Although there is no intent to violate the law, an off-hand comment to a friend may be used, unbeknownst to an employee, by the friend to trade in securities and could result in substantial civil and criminal liabilities to the employee.

Thus, to avoid possible violations, investment advisers must exercise great care in their supervision of employees and in the securities transactions of their personnel. If there is any question as to whether a contemplated purchase or sale, the issuance of research reports, or disclosing such information to any other person would violate the insider trading rules, the employee must consult with the CCO or designee prior to executing the transaction.

After the CCO has reviewed the issue, the Adviser will determine whether the information is material and nonpublic and, if so, what action the Firm will take. The Employee should consult with the CCO before taking any action.

From time to time, Compliance may determine the use of “Information Barrier” is necessary to prevent the flow of MNPI and use information barriers to protect the confidentiality of such information.

Compliance will notify the individuals subject to “Information Barriers” on a need-to-know basis.

Watch lists are maintained in the compliance monitoring system to assist in the monitoring of conflicts of interest(s).

A Restricted list is maintained any time the Adviser has “inside” information or MNPI and prohibitions of any trading (personal or for clients) in securities of issuers is required.

The penalties for insider trading are severe for both the individual and the controlling persons (supervisors who may be held liable). The penalties, which may be imposed on the person who committed a violation, include civil injunctions, permanent bars from employment in the securities industry, civil penalties up to three times the profits made, or losses avoided, criminal fines, and jail sentences.

While not necessarily insider trading, front-running is prohibited. Front-running consists of executing a Personal Securities Transaction based on the knowledge of a forthcoming transaction or recommendation in the same or underlying security (“Piggy Backing” consists of executing a Personal Securities Transaction based on the knowledge of a transaction or recommendation in the same or underlying security that has already occurred).

To seek to prevent Insider Trading, the CCO of the Adviser or his or her designee(s), shall:

To detect Insider Trading, the CCO of the Adviser or his or her designee(s), shall:

SBH’s Access Persons may from time to time be designated or named as an insider and be subject to blackout periods. During the blackout period no designated or named insider is permitted to buy or sell any stock where such designation has been made..

Employees should always act in the best interests of its clients and should avoid any activity that might create an actual or perceived conflict of interest or impropriety in the course of the SBH’s business relationships.

Employees must disclose any situation that would be expected to give rise to a potential or actual conflict of interest and provide details by completing the conflict of interest disclosure form in the compliance monitoring system.

A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Adviser and/or its clients. If you are not sure whether an actual or potential conflict exists, you may consult with the CCO or designee promptly.

Annually, employees will be required to certify in writing to the accuracy and completeness of their conflict of interest reporting.

Employees are required to disclose via the compliance monitoring system any outside business activities, whether they are securities related or not with details of the type of compensation being received. All outside business activities disclosures are reviewed by the employee’s supervisor and Compliance to determine whether such activity may be perceived as an actual or potential conflict of interest.

Annually, employees will be required to certify in writing to the accuracy and completeness of their outside business activity reporting.

Examples include serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family-owned businesses and charitable, non-profit and political organizations, being a board member of a non-profit organization, and any second outside part-time employment.

Access Persons are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization from the President based upon a determination that the board service would be consistent with the interests of clients and the Adviser. If an Access Person serves on the board of a private entity that goes public, approval to continue on the board of the public company is required. Where board service is approved, the CCO or designee shall implement an “Information Wall” or other appropriate procedure, to isolate such person from making decisions relating to the company’s securities.

The Compliance Department, on a quarterly basis, reviews Access Persons’ transactions (including those accounts for which they have a beneficial interest in or have control over). They also verify the receipt of pre-clearance forms, duplicate confirmations statements and quarterly forms.

Issues are brought to the appropriate management person’s attention as necessary. These may include:

An initial Code of Ethics training will be provided by Compliance for all new employees and annual Code of Ethics training will be provided for all employees.

The Code will be reviewed by the Compliance Department on at least an annual basis regarding the adequacy and effectiveness of the Code.

Any Access Person who is found to have violated any provision of this Code will be investigated by the CCO or designee. The CCO or designee may impose appropriate sanctions, including but not limited to a warning letter, a violation letter, disgorgement of profits, fines, a personal trading ban, and suspension or termination of employment.

The CCO or designee may consult with the President as he/she deems necessary.

The Adviser shall notify each SBH Mutual Fund or sub-advised Funds of violations under this Code to the extent required under each Fund’s applicable policies and procedures.

The imposition of sanctions hereunder by the CCO or designee shall not preclude the imposition of additional sanctions by a Board of Directors/Trustees of a Fund and shall not be deemed a waiver of any rights by a Fund.

APPENDIX 1 – Definitions

Access Person The Advisers Act defines "Access Person" to mean any Supervised Person of an investment adviser who:

(1) has access to nonpublic information regarding any advisory client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund (i.e., any mutual fund advised by SBH), or

(2) is involved in making securities recommendations to advisory clients in advisory accounts, or who has access to such recommendations that are nonpublic.

Beneficial Ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. It means the opportunity to profit directly or indirectly from a transaction or sharing a direct or indirect pecuniary interest. For example, a partnership, trust, corporation, investment club, contract arrangement, and understanding or a relationship are instances where a person may be deemed to have beneficial ownership. Here are other examples:

Immediate Family Member of a person includes such person’s spouse or partner, children under the age of twenty-five (25) years residing with such person or any relative by blood or marriage living in the employee’s household. Each immediate family member is subject to the same pre-clearance and trading restrictions and requirements as their related SBH employee.

Initial Public Offering (“IPO”) is a corporation’s first offering of a security representing shares of the company to the public. IPO (i.e., initial public offering) means 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.

Limited Offering means an offering that is exempt from registration under the Securities Act pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act. Limited offerings include private placements and other offerings that are not public.

Managed Account means a personal account over which the access person or their immediate family member(s) have beneficial ownership but where neither the access person nor the immediate family member(s) have the authority to direct specific transactions in the account and where access persons have no influence or control over specific transactions. In other words, these are accounts where an investment manager or someone else who is not an immediate family member has full investment discretion over the accounts.

Market Timing means the purchase and sale of Mutual Fund Shares within a short period of time with the intention of capturing short term profits resulting from market volatility.

Reportable Fund means any registered investment company (i.e. mutual fund) for which the Firm or a control affiliate acts as investment adviser, subadviser or principal underwriter.

Reportable Security means any security as defined in Section 202(a)(18) of the Advisers Act, EXCEPT that it does not include:

i. Transactions and holdings in direct obligations of the Government of the United States;

ii. Bankers’ acceptances, bank certificates of deposit, commercial paper and other high-quality short-term debt instruments, including repurchase agreements;

iii. Shares issued by money market funds;

iv. Transactions and holdings in shares of other types of open-end registered mutual funds, unless SBH or a control affiliate acts as the investment adviser or principal underwriter for the fund; and

v. Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds unless SBH or a control affiliate acts as the investment adviser or principal underwriter for the fund.

The Advisers Act Section 202(a)(18) and 1940 Act Section 2(a)(36) define security as any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, limited partnership interest, voting-trust certificate, certificate of deposit for a security, fractional 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, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.”

Supervised Persons is defined in Rule 204A-1 to include all directors, officers, and partners of the adviser (or other persons occupying a similar status or performing similar functions). However, the Adviser also considers the following to be Supervised Persons:

APPENDIX 2 – Pre-Clearance and Reportable Security Summary

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