1.  Introduction

VogelHood Research LLC (“VogelHood”) is committed to excellence in research. The purpose of this document is to outline the systems, procedures and controls in place at VogelHood Research to  manage  conflicts  of  interest  in  connection  with  its  independent  investment research.

The Policy applies to the production and dissemination of research by VogelHood Research. This Policy applies to independent research. The procedures set out within this policy are designed to maintain the independence of such research. The Policy is not applied to non-independent research prepared by VogelHood Research.

2.  Investment Research Production Controls

VogelHood’s proprietary models are based on publicly available government and third-party data. We do not provide access to government officials or interact with government officials or policymakers to produce our analysis.

VogelHood Research leadership implements controls to ensure that investment research is produced and disseminated in a controlled manner and that all relevant conflicts of interest have been identified and, where possible, mitigated. VogelHood Research relies on the following key controls and procedures:

Organization and Responsibilities

Financial analysts must not become involved in business activities other than the research and preparation of investment research.

This does not preclude involvement in prospect meetings where the analysts explain their area of expertise.  However, financial analysts and other employees must not provide actual or prospective clients with research opinions, specific advice or recommendations ahead of the release of any investment research report. Analysts must declare all outside business interests.

Research Confidentiality

Financial analysts and any other employees must maintain client confidentiality and ensure any knowledge of the timing or content of investment research is not divulged to any 3rd  party other than those identified in current contractual arrangements with the firm.

Dealing Ahead of the Dissemination of Research

Financial  Analysts  must  not undertake  any  personal  account  dealing  in  any  specific  or  related  financial instruments covered in the investment research of VogelHood Research and/or that are included in the Restricted list.   Notwithstanding however, Compliance may in appropriate cases provide an exemption to this general prohibition.  Situations where Compliance may provide such an exemption will be (i) where an individual joins VogelHood Research as a new Analyst employee AND who already holds the specific or related financial instrument in his/her portfolio.   In this instance the Analyst must close out the position in his portfolio within 30 days of joining VogelHood Research OR (ii) where VogelHood Research determines that it will initiate and commence coverage of a specific or related financial instrument.  In this instance the Analyst must close out the position in his portfolio within 30 days of VogelHood Research commencing coverage OR (iii) in any other exceptional circumstances where written compliance approval is obtained.

The firm must not act on any research advice for its own benefit.

Inducements

Financial analysts and any other employees involved in the production of investment research must not accept inducements from those with a material interest in the subject of the investment research.  Small gifts or minor hospitality are not deemed inducements, however analysts are not permitted to accept inducements above the level set out in the firm’s Gifts Policy.  All Gifts must be notified to Compliance.

Independence

The firm, financial analysts and any other employees involved in the production of investment research must not promise favorable research coverage to those entities on which it prepares research recommendations.

The  firm  maintains  a  list  of  those  permitted  to  produce  and  review  investment research both prior to and post publication.

Editing

Only the specified financial analysts responsible for producing investment research on a particular issuer may review draft research ahead of issuance. Investment research revisions are subject to rigorous change control by the manager selection team comprised of financial analysts and senior managers. Only investment analysts of the firm may comment on the research recommendations made by firm and prior approval will not be requested from other departments or 3rd parties before dissemination.  However, research may be reviewed by the Compliance Officer and legal counsel prior to dissemination.

Editorial control over draft research will not be given to any subject company or any other party whose role or commercial interests could conflict with the interests of VogelHood Research’ clients.

Remuneration of Financial Analysts

Analysts do not participate in activities ancillary to the production of research and are paid accordingly. Analyst performance related pay is based solely on the accuracy and quality of their recommendations and not on the performance of any other department other than the firm as a whole.

Personal Account Dealing Policy

Analysts and connected persons are prohibited from dealing in securities of the issuers, or connected companies for whom VogelHood Research conducts and disseminates investment research.

3.  Investment Research – Means and Timing of Publication

In accordance with relevant regulatory requirements the firm has implemented a series of controls to ensure investment research is disseminated in a controlled manner as follows:

i.    Investment research may only be distributed to authorized clients or relevant entities approved by the Firm.

ii.  Investment research must be disseminated in a coordinated manner designed to ensure clients have access to the information at the same time using agreed distribution channels.

iii.  Research is disseminated in electronic format.  VogelHood Research strives to ensure all research is disseminated to clients at the same time.

iv. The provision of research to a client (or clients) ahead of other clients is not permitted and will be considered a serious breach of controls.

v.   Financial analysts are expected to consider the research subject’s circumstances prior to release of any new research which might have a significant bearing on the timing of release (such as an offering by the research subject).

4.  Investment Research Confidentiality

The firm has implemented security controls designed to ensure investment research is only available to those permitted to view the research.  Controls include:

  1. The firm systems are password protected.
  2. All system users receive a user profile, which restricts access to the system determined by their job function
  3. Client access is restricted to the investment research they have contracted to purchase and/or that the Firm has approved and agreed to provide.

5.  Research Recommendations: Required Disclosures

VogelHood Research has implemented relevant regulatory disclosures required when making “research recommendations”, which is a defined term.  Note that there are separate definitions for “investment research” (as set out above) and “research recommendations”.

The firm is required to take reasonable care:

  1. To ensure that a research recommendation produced or disseminated by it is fairly presented, and
  2. It must disclose its interests or indicate conflicts of interest concerning relevant investments.

The  firm’s  investment  research  is  produced  according  to  a  standard  template designed to comply with the relevant regulatory rules including the independent research requirements.  Research is published in a non-editable format to ensure the integrity of the investment research.