Code of Ethics

Introduction
Madrone Investment Advisory, LLC ("Madrone") strives to ensure that its clients receive advice which leaves no reasonable doubt in the client’s mind that the advice was solely in the client’s interest, and that no other considerations, especially considerations related to fees for the advisor, played any part in the advice that was rendered. Madrone believes that when it comes to financial matters, the client expects to receive, and must receive, the same level of objective advice - that of a fiduciary -  that the client expects to receive when consulting an attorney or physician. We believe that advising our clients about matters affecting the client’s investments is a trust of the highest magnitude..

Non-Madrone Products and Services
In the normal course of advising clients about investments, the subject of annuities, life insurance, estate planning, and other matters may come up, and Madrone may render its objective opinion as to the suitability or desirability of such products. However, Madrone neither sells nor provides these products or services to clients, since doing so would create a conflict of interest.for Madrone.   Nor is Madrone affiliated with such providers, nor does it have any implied or explicit mutual referral arrangements with any providers. However, Madrone may, if requested to do so by the client, provide the names of several such service providers that Madrone has reason to believe are suitable referrals. Clients will always be urged to compare the prices and services of at least three providers.

General Principles and Standards of Business Conduct

The client retains our services in the belief that the interests of the client are paramount, and as a fiduciary we must assure that our policies and actions reflect that.  As a fiduciary, we will render advice to the client even if that advice will to result in lower fees, or no future fees, for Madrone.  All personal securities transactions will be conducted in such a manner as to be consistent with the Code of Ethics and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility.  All employees must comply with all applicable federal and state securities laws. Employees are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client, to mislead or defraud a client, or engage in any course of action which would consitute a fraud, either in respect to a client, or to a financial security.

Conflicts of Interest
As a fiduciary, Madrone has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty is achieved by avoiding conflicts of interest and by fully disclosing all material facts concerning any conflict which may arise.

Insider Trading
Supervised persons are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information. All employees are prohibited from communicating material nonpublic information to others in violation of the law.

Personal Securities Transactions
All employees must comply with the firm’s policies and procedures regarding personal securities transactions.

Gifts
No supervised person shall give or receive any gift, service, or other thing of more than de minimis to or from any prospective or existing client, nor to or from anyone associated with that client. Such gifts, whether to or from a supervised person, must be reported to the Chief Compliance Officer within 7 days. Cash gifts, or cash equivalent gifts, shall not be given or received.

Entertainment
No supervised person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of the adviser.

Advertising and Marketing
All statements made in a professional capacity, whether written or oral, must be professional, accurate, and not designed to mislead.

Confidentiality
Except where otherwise required to be disclosed in a legal or administrative proceeding, a client’s identity, and all information about a client, including advice rendered to that client, is also confidential, unless the client provides written permission for this information to be disclosed.  In cases where a client provides such permission, the scope of such disclosure must also be addresesed. 

Service on Board of Directors
Employees may not serve on the boards of directors of public companies.

Outside Activities
Employees are prohibited from engaging in outside business or investment activities that interfere with their duties with the firm.

Fiduciary Appointments
Approval must be obtained from the Chief Compliance Officer before accepting an executorships, trusteeship, or power of attorney, other than with respect to a family member. Fiduciary appointments on behalf of family members must be disclosed at the inception of the relationship.

Disclosures
Employees should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.

Reporting Violations
Any violation of the firm’s Code of Ethics shall be promptly reported to the Chief Compliance Officer.

Confidentiality
All reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports may not be submitted anonymously.

Types of Reporting
The types of violation reporting, such as noncompliance with applicable laws, rules, and regulations; fraud or illegal acts involving any aspect of the firm’s business; material misstatements in regulatory filings, internal books and records, clients’ records or reports; activity that is harmful to clients including fund shareholders, and deviations for required controls and procedures that safeguard clients and the firm.

Apparent Violations
Employees are required to report ”apparent” or ”suspected” violations in addition to actual or known violations of the Code.

Retaliation
Any type or form  of retaliation against anyone who reports a violation is prohibited.

Sanctions
Any violations of the Code of Ethics will result in disciplinary action that may include, but is not limited to, a warning, fine, suspension, demotion, or terminating of employment.  Violations may also result in referral to civil or criminal penalties by government authorities.

Definitions
Access Person
An access person is someone who has access to a client’s information.
Supervised Person
A supervised person includes a director, officer, employee, or partner of the firm, and\or any other person who provides advice to a client.
Covered Securities
A covered security refers to a stock, bond, future, investment contract or any other instrument that is considered a ”security” under the Investment Advisers Act, but not including a direct obligation of the United States Government, commercial paper, bank CD's, unit investment trusts, money market funds, mutual funds (except where Madrone is an advisor)

Training and Education

Training and education regarding the Code of Ethics will occur, at a minimum, on an annual basis.  All employees shall attend training sessions..

Chief Compliance Officer
Mike H. Zaidlin is the Chief Compliance Officer for Madrone. All references to the Chief Compliance Officer or CCO in the Compliance Manual or elsewhere refer to Mike H. Zaidlin.