Definition of RE/FI Security

RE/FI Security means any of the following (debt or equity, cash or synthetic, including short positions): (i) securities issued by or with respect to any of the following (a) banks, (b) REITs, (c) broker-dealers, (d) mortgage companies, (e) financial services or asset management companies focused on commercial and/or residential mortgage finance or (f) Fannie Mae, Freddie Mac, Ginnie Mae or any Federal Home Loan Bank or (ii) residential mortgage-backed securities (RMBS), asset-backed securities (ABS), collateralized debt obligations (CDOs) and similar securities. III. STANDARD OF BUSINESS CONDUCT Each Covered Person accepts his or her duty to render professional investment service in accordance with the Adviser's fiduciary duty to its clients. In that regard, it is essential that (i) each Covered Person keep informed of, and adhere to, the federal securities laws applicable to the Adviser's business in general and the Covered Person's activities in particular; (ii) all personal transactions, activities and relationships of Covered Persons be conducted in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility; (iii) all clients of the Adviser be treated fairly and equitably; and, (iv) all confidential information of the Adviser's clients be protected. The Adviser is committed to conducting its investment advisory business in accordance with the highest legal and ethical standards and in a manner consistent with all applicable laws, rules and regulations. Accordingly, 1. General Policy. All Covered Persons subject to this Code of Ethics must (i) serve the best interests of the Adviser's clients and must not benefit at the expense of the Adviser's clients; (ii) review and comply with the Adviser's Restrictions on Personal Trading Activities set forth below and its Policies and Procedures to Prevent Insider Trading [Appendix G]; (iii) not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with the Adviser, or on behalf of a client, where such opportunities, gifts or gratuities could create the appearance of impropriety or might otherwise influence a decision to conduct business with such other party, and must not solicit opportunities, gifts or gratuities under any circumstances; and (iv) comply with all applicable federal securities laws, including the Advisers Act. 2. Standards of Conduct. All Covered Persons must act with professionalism and competence when dealing with clients, prospective clients, colleagues and others in accordance with the following general standards. Each Covered Person must (i) act in an ethical manner with clients, prospective clients, colleagues and other participants in the financial industry; (ii) place the integrity of the profession, the interests of clients, and the interests of the Adviser above his or her own personal interests; (iii) not take inappropriate advantage of his or her position; (iv) use reasonable care and diligence in performing his or her professional responsibilities; (v) promote the integrity of, and uphold the rules governing, the financial markets; and (vi) maintain his or her professional competence and encourage others to do the same. IV. APPLICABILITY OF TRADING RESTRICTIONS TO PERSONAL ACCOUNTS OF COVERED PERSONS Personal Accounts of Covered Persons. The restrictions on personal investing activities set forth below in Item V. of this Code of Ethics applies to all Personal Accounts of all Covered Persons. A Personal Account for purposes of this Code of Ethics also includes an account maintained by or for: * A Covered Person's spouse (other than a legally separated or divorced spouse of the Covered Person) and minor children; * Any immediate family members who live in the Covered Person's household; * Any persons to whom the Covered Person provides primary financial support, and either (i) whose financial affairs the Covered Person controls, or (ii) for whom the Covered Person provides discretionary advisory services; and