NIGHTVIEW CAPITAL, LLC

CODE OF ETHICS

December 2025

This Code of Ethics (“Code”) is adopted by Nightview Capital, LLC (“Nightview Capital” or the “Firm”) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (“Investment Company Act”). The provisions of Rule 17j-1 apply because Nightview serves as investment adviser to a registered investment company. This Code applies to each full-time employee of Nightview Capital who has responsibility for or in connection with the advisory activities of Nightview Capital (each, an “Access Person” or “employee”). Firm employees outside this description are not subject to this Code unless deemed appropriate by the Chief Compliance Officer (“Chief Compliance Officer” or “CCO”).

TABLE OF CONTENTS

As used in this Code, the terms below shall be defined as follows:

Note: ETFs and closed-end funds ARE reportable securities.

Note: Currently, cryptocurrency purchased as currency or a cash equivalent is not a security and therefore not a Reportable Security. However, derivatives based on cryptocurrency and certain Initial Coin Offerings should be considered Reportable Securities. Consult the CCO with any questions.

Nightview Capital seeks to foster a reputation of integrity and professionalism. The Firm’s reputation is a vital business asset. Nightview Capital greatly values and endeavors to protect the confidence and trust placed in the Firm by its clients. To further that goal, Nightview Capital has adopted this Code and implemented policies and procedures to prevent fraudulent, deceptive and manipulative practices and to ensure compliance with the Federal Securities Laws and the fiduciary duties Nightview Capital owes its clients, including the Private Funds and registered Fund (collectively referred to as, “Clients” in this Code).

Nightview Capital has affirmative duties of care, honesty, loyalty and good faith to act in the best interests of its Clients. Clients’ interests are paramount to and come before the personal interests of the Firm or its Access Persons. Access Persons are expected to behave as fiduciaries with respect to Clients. This means that each Access Person must render disinterested advice, protect Client assets (including nonpublic information about Clients or an Investor’s account) and act always in the best interest of Clients. The Firm and Access Persons must also strive to identify and avoid conflicts of interest; however, such conflicts may arise.

Access Persons of Nightview Capital must not:

With regard to Nightview’s service as investment adviser to the Fund, Rule 17j-1 imposes additional duties. This Code of Ethics must be approved by the Fund’s Board of Directors initially and upon amendment within 6 months after the adoption of any material change.

Under Rule 17j-1, it is unlawful for certain persons, including any officer, director or trustee of Nightview, in connection with the purchase or sale by such person of a “security held or to be acquired” by the Fund:

Under Rule 17j-1, a security held or to be acquired by the Fund means any Covered Security which, within the most recent 15 days, is or has been held by the Fund or is being or has been considered by the Fund or Nightview for purchase by the Fund and any option to purchase or sell, and any security convertible into or exchangeable for a Covered Security.

To assure compliance with these restrictions and the Federal Securities Laws, as defined in this Code, Nightview Capital has adopted, and agreed to be governed by, the provisions of this Code in addition to the procedures contained in Nightview Capital’s compliance manual (“Compliance Manual” or “Manual”). However, Access Persons are expected to comply not merely with the “letter of the law”, but with the spirit of the laws, this Code and the Manual.

Should you have any doubt as to whether this Code applies to you, please contact the CCO.

Gifts and Entertainment Policy. Access Persons must not give or accept gifts from any entity doing business with or on behalf of the Adviser in contravention of our gift policy, as contained in our Manual. As a general rule, gifts of nominal value or those that are customary in the industry such as meals or entertainment are permitted by Nightview Capital’s gift policy. However, gifts or entertainment over $500 USD should be reported to, and precleared with, the CCO and will be tracked and logged. Access Persons are discouraged from accepting or providing excessive gifts or entertainment.

Conflicts of Interest. Access Persons must provide disinterested advice and any relevant potential personal or business conflicts of interest must be disclosed to the CCO and, where appropriate, “Information Wall” procedures may be utilized to avoid potential conflicts of interest. An Access Person must avoid engaging in any activity which might reflect poorly upon the Access Person, the Firm, or which would impair the Access Person’s ability to discharge his or her duties with respect to Nightview Capital and its Clients.

Forfeitures. If there is a violation of forgoing paragraphs in this section, the CCO may determine whether any profits should be forfeited and may be paid to one or more Clients for the benefit of the Client(s). The CCO will determine whether gifts accepted in violation of the gift policy contained herein need to be forfeited, if practicable, and/or dealt with in any manner determined appropriate and in the best interests of our Clients.

Political Contributions. All Covered Associates are required to obtain approval from the Compliance Department prior to making any contribution. The Compliance Department will review and evaluate each Contribution request to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5 and all other applicable Nightview Capital policies. Additional policies and procedures regarding political contributions are contained in the Manual.

Fair Treatment. Access Persons must avoid taking any action which would favor one Client or Investor over another in violation of the Firm’s fiduciary duties and applicable law. Access Persons must comply with relevant provisions of our Compliance Manual designed to detect, prevent or mitigate such conflicts.

Service as Outside Director, Trustee or Executor. Access Persons must gain approval to serve on the boards of directors of publicly traded companies, or in any similar capacity. In the event such a request is approved, “Information Wall” procedures may be utilized to avoid potential conflicts of interest. Other than by their position with Nightview Capital or with respect to a family member, Access Person must gain approval to serve as a trustee, executor or fiduciary or on a creditor’s committee.

Reporting Violations. Any Access Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO or to the CCO’s designee. To the extent that such reports are provided to a designee, the designee shall provide periodic updates to the CCO with respect to violations reported. Access Persons may make these reports anonymously and no adverse action shall be taken against any such person making such a report in good faith.

Brokerage Accounts. Access Persons must disclose all brokerage accounts to the CCO and instruct their brokers to provide timely duplicate account statements or transaction information, when possible, to the CCO for Reportable Accounts and Reportable Transactions, as further described below.

Waivers. The CCO may grant waivers of any substantive restriction in appropriate circumstances (e.g., personal hardship) and will maintain records necessary to justify such waivers.

Access Persons are reminded that “front-running” Client transactions or trading based on material, nonpublic inside or confidential information violates not only this Code, Nightview Capital’s insider trading policies and procedures, as well as other securities laws that are be punishable by fines and other penalties. ¹

Nightview has adopted the following principles governing personal investment activities by Nightview's Access Persons:

¹ Purchases or sales of ETFs are still subject to the Reporting Requirements described herein.

Access Persons with accounts managed by another manager with full discretion (“Discretionary Accounts” or “Managed Accounts”) are not subject to these restrictions.

Restricted List

A Restricted List, if any will be comprised of securities to which Nightview holds material nonpublic insider information (MNPI) concerning the issuer. All Access Persons are restricted from transacting for personal accounts in any security placed on the Restricted List.

The Director of Research is responsible for updating the Restricted List and for informing the CCO, or his designee, of updates to the Restricted List. All Access Persons must notify the CCO, or his designee, immediately if they have any reason to believe they or anyone in the Firm possesses MNPI.

Note: If the Access Person already holds a security held by a Client, prior to it being added to the Restricted List, they will not be required to sell it, but will not be permitted to sell such security without pre-approval.

Access Persons must obtain “pre-clearance” from the Compliance Department prior to executing:

Pre-clearance requests to trade securities held by Nightview’s Clients will undergo enhanced scrutiny in accordance with this Code. If pre-approval is granted, the pre-approved transaction must be executed within twenty-four hours. Such requests may currently be submitted to the CCO using electronic communication or another form designated by the CCO. However, the CCO, at his or her discretion, may establish alternate methods in the future. The CCO will submit his pre-clearance requests to Dan Crowley or Eric Markowitz.

Pre-clearance is not required for:

Upon becoming an Access Person, the CCO or other designee will provide the Access Person with the necessary reporting forms and information to complete.

Each Access Person must submit to the CCO the following reports, on forms designated by the CCO: (i) ten (10) days after becoming an Access Person, reflecting the Access Person’s holdings as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually, on a date selected by the CCO, reflecting the Access Person’s holdings as of a date not more than 45 days prior to the date the report was submitted (“holdings reports”).

Holdings reports must contain the following information:

To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, an Access Person may submit a holdings report containing the missing information as a supplement to the statement or confirmation.

² Please see Section 5.5 for additional information regarding accounts over which an Access Person does not have Direct or Indirect Influence or Control

Within 30 days after the end of each calendar quarter, each Access Person must submit a report, as designated by the CCO, covering all transactions in Reportable Securities.

Transactions reports must contain the following information:

For any account established during the quarter in which an Access Person has direct or indirect beneficial ownership, the Access Person must disclose on the transactions report the date the account was established and the bank/broker.

Brokerage account statements containing all required information may be substituted if timely submitted to the CCO, or a designated intermediary or program. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a transactions report containing the missing information as a supplement to the statement or confirmation.

Each Access Person, with respect to each brokerage account in which such Access Person has any direct or indirect beneficial interest, may choose to arrange that the broker shall submit directly to the CCO at the same time they are mailed or furnished to such Access Person duplicate copies of brokerage statements covering each transaction in a Reportable Security and holdings in such account. This requirement also may be waived by the CCO in situations when the CCO determines that duplicate copies are unnecessary.

The reporting requirements above apply to all transactions in Reportable Securities other than:

An Access Person will generally be deemed to have Direct or Indirect Influence or Control over any account in which he or she: (1) Directs the purchases and/or sales of investments; (2) Suggests purchases and/or sales of investments to the trustee or third-party discretionary manager; or (3) Consults with a trustee or third-party discretionary manager as to the allocation of investments to be made in the account and the manager acts upon such consultation.

Please note that granting a third-party discretionary investment authority over an account does not, by itself, exempt an account from the reporting requirements. Similarly, trusts over which an Access Person is the grantor or beneficiary may also be subject to the reporting requirements, regardless of whether a trustee has management authority. For such accounts, Nightview Capital will conduct additional due diligence to determine whether the Access Person may have any Direct or Indirect Influence or Control over the investment decisions of such accounts which may include:

If an Access Person is unsure as to whether an account is qualified for the exemption, he or she should consult with the CCO. In the event it is determined that the Access Person may have Direct or Indirect Influence or Control over investment decisions, the Access Person will be required to provide account statements as required with any reportable account.

The CCO shall identify and provide notice to all Access Persons of their status under this Code, and shall deliver a copy of the Code to each Access Person initially upon commencement of employment and annually thereafter. Additionally, each Access Person will be provided a copy of any Code amendments. After reading the Code or amendment, each Access Person shall submit an electronic certification acknowledging that they have read, understood and agreed to comply with the Code.

Reports required to be submitted pursuant to the Code will be reviewed by the CCO or a designee on a periodic basis.

Any material violation or potential material violation of the Code must be promptly reported to the CCO. The CCO will investigate any such violation or potential violation and report violations the CCO determines to be “material” to the Managing Member(s), as appropriate, with a recommendation of such action to be taken against any individual who is determined to have violated the Code, as is necessary and appropriate to cure the violation and prevent future violations. Other violations shall be handled by the CCO in a manner he deems to be appropriate. The CCO will keep a written record of all investigations in connection with any Code violations including any action taken because of the violation. In the event the CCO is involved in the violation, a Managing Member shall perform the duties that would otherwise be performed by the CCO.

Sanctions for violations of the Code may include verbal or written warnings and censures, monetary sanctions, disgorgement or dismissal. Where a Client has been harmed by the prohibited action, disgorgement may be paid directly to the Client. Where a Client has not been harmed, monetary sanctions may be paid to an appropriate charity determined by the CCO.

The CCO, or other designee will ensure the following documents are retained: (1) this Code; (2) a record of all certifications of an Access Person’s receipt of the Code or any amendments thereto; (3) any written prior approval for a Reportable Securities transaction given pursuant to this Code; (4) a copy of each report by an Access Person; (5) a record of any violation of the Code and any action taken as a result of the violation; (6) any written report hereunder by the CCO; (7) and lists of all persons required to make and/or review reports under the Code shall be preserved with the Adviser’s records, for the periods and in the manner required by Advisers Act Rule 204-2 and Investment Company Act Rule 17j-1.

The CCO shall review this Code and its operation annually and may determine whether to make amendments to the Code as a result of that review. Material and non-material amendments to this Code should be made and distributed as described in Section 5.

Annual Reporting to the Chief Compliance Officer of the Fund

The Firm shall prepare an annual written report relating to this Code to the Fund’s Chief Compliance Officer. Such annual report shall: