GC Alternative Management, LLC.


GC Alternative Management, LLC.

Effective May 1, 2009

Section I Statement of General Principles

This Code of Ethics has been adopted by GC Alternative Management, LLC. (“GCAM”), a registered investment adviser, in order to satisfy the requirements of Section 204A-1 of the Investment Advisers Act of 1940 (the "Advisers Act"). The purpose of this Code is to set forth standards of conduct expected of advisory personnel and address conflicts that arise from personal trading by advisory personnel.

GCAM provides advisory services to clients. Employees of GCAM should perform their duties with the standard of care applicable to investment advisers and in accordance with applicable laws. In addition to the standards set forth in this Code, employees of GCAM perform advisory services and are also subject to the Code of Conduct and Business Ethics for Directors, and Employees. The Code of Conduct for is attached to this Code of Ethics as Exhibit A.

This Code is based on the principle that persons who are directors, and employees of GCAM who provide services to any client or who in the course of their duties obtain information about client transactions owe a duty to clients to conduct personal securities transactions in a manner that does not interfere with client transactions or otherwise take unfair advantage of their position.

Employees shall place the interests of clients before their own personal interests. It is a violation of this Code to cause an advisory client to take action or not to take action for the employee’s personal benefit rather than for the benefit of the advisory client. For example, it would be a violation of this Code if an employee caused an advisory client to purchase a security owned by the employee for the purpose of increasing the price of the security. An employee who makes decisions about investments or who provides information that is used to make portfolio management decisions may violate this Code if the employee made a personal investment in a security that might be an appropriate investment for an advisory client without first considering the security as an investment for the advisory client. Technical compliance with the Code will not automatically insulate any employee from scrutiny of transactions that show a pattern of compromise or abuse of the Advisers’ fiduciary duties to any client. Accordingly, all employees must seek to avoid any actual or potential conflicts between their personal interests and the interests of each client.

Every employee must read and retain this Code, and should recognize that he or she is subject to its provisions.

Section II Definitions

“Access Person” means any supervised person of GCAM

(A) who has access to nonpublic information regarding any clients’ purchase or sale of securities or nonpublic information regarding any Reportable Fund or

(B) who is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. All directors and officers of GCAM are Access Persons. The Compliance Officer will notify Employees if they are considered to be Access Persons for purposes of this Code.

“Advisory Client” means a client for whom GCAM provides advisory services.

“Annual Certification” means an Annual Certification of Compliance with Code of Ethics, in the form attached as Schedule D.

“Beneficial Ownership” has the meaning set forth in paragraph (a)(2) of Rule 16a-1 under the Securities Exchange Act of 1934, and for purposes of this Code should be deemed to include, but not be limited to, any interest by which an Access Person or any Immediate Family Member of an Access Person can directly or indirectly derive a monetary or other economic benefit from the purchase, sale (or other acquisition or disposition) or ownership of a Security, including for this purpose any such interest that arises as a result of: a general partnership interest in a general or limited partnership; an interest in a trust; a right to dividends that is separated or separable from the underlying Security; a right to acquire equity Securities through the exercise or conversion of any derivative Security (whether or not presently exercisable); and a performance related advisory fee (other than an asset based fee) unless

(i) the performance related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary's overall performance over a period of one year or more and

(ii) equity securities of the issuer do not account for more than 10% of the market value of the portfolio.1

"Compliance Officer" means the person designated by GCAM to serve as the chief compliance officer.

"Control" shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act, and includes the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with the company. Control shall be presumed to exist where a person owns beneficially, either

1 Beneficial Ownership will not be deemed to exist solely as a result of any indirect interest an Access Person may have in the investment performance of an account or investment fund managed by such person, or over which such person has supervisory responsibility, that arises solely from such person's compensation arrangement with GCAM pursuant to which the performance of the account or investment fund, or the profits or revenues derived from its management or supervision, is a factor in the determination of such person's compensation from GCAM.

directly or through one or more companies, more than 25% of the voting Securities of a company.

“Employee” or “Employees” means all persons who are supervised persons of GCAM.

“Exempt Securities” means all Securities except:

(i) Direct obligations of the Government of the United States;

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

(iii) Shares issued by money market funds;

(iv) Shares issued by open-end funds other than Reportable Funds; and

(v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

“Exempt Transactions” means:

(i) Any transactions in Securities in an account over which you do not have any direct or indirect influence or control. There is a presumption that you can exert some measure of influence or control over accounts held by members of your immediate family sharing the same household but this presumption may be rebutted by convincing evidence.

(ii) Purchases of Securities under dividend reinvestment plans.

(iii) Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to securities of which the holder has Beneficial Ownership.

(iv) Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation spin-off or other similar corporate distribution or reorganization applicable to all holdings of a class of securities of which the holder has Beneficial Ownership.

(v) Purchases or sales of fixed-income securities.

(vi) Purchases or sales of up to 500 shares of the stock of an issuer that has a market capitalization or $1 billion or more.

"Immediate Family Member of an Access Person" means a person who shares the same household as the Access Person and is related to the Access Person by blood, marriage or adoption.

"Initial Certification" means an Initial Certification of Compliance with Code of Ethics, in the form attached as Schedule C.

"Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

"Investment Personnel" means any Employee who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase and sale of Securities by an Advisory Client.

"Limited Offering" means an offering that is exempt from registration pursuant to Section

4(2) or Section 4(6) of the Securities Act of 1933 or Rule 504, 505 or 506 there under.

“Reportable Fund” means:

(i) Any fund for which GCAM serves as an investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940 or

(ii) Any fund whose investment adviser or principal underwriter controls GCAM, is controlled by GCAM, or is under common control with GCAM.

"Security" shall have the meaning set forth in Section 202(a)(18) of the Advisers Act and should be deemed to include any and all stock, debt obligations, and similar instruments of whatever kind, including any right or warrant to purchase a security, or option to acquire or sell a security, a group or index of securities or a foreign currency. References to a Security in this Code (e.g., a prohibition or requirement applicable to the purchase or sale of a Security) shall be deemed to refer to and to include any warrant for, option in, or Security immediately convertible into that Security, and shall also include any financial instrument which has an investment return or value that is based, in whole or part, on that Security (collectively, "Derivatives"). Therefore, except as otherwise specifically provided by this Code:

(i) any prohibition or requirement of this Code applicable to the purchase or sale of a Security shall also be applicable to the purchase or sale of a Derivative relating to that Security; and

(ii) any prohibition or requirement of this Code applicable to the purchase or sale of a Derivative shall also be applicable to the purchase or sale of a Security relating to that Derivative.

A Security is "being considered for purchase or sale" when a recommendation to purchase or sell that Security has been made or communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

Section III Objective and General Prohibitions

All Employees are expected to conduct their personal activities in accordance with the standards set forth in Section I, III, IV and XI of this Code. Therefore, an Employee may not engage in any personal investment transaction under circumstances where the Employee benefits from or interferes with the purchase or sale of investments by an Advisory Client. In addition, Employees may not use information concerning the investments of an Advisory Client, or their ability to influence such investment intentions, for personal gain or in a manner detrimental to the interests of any client. Disclosure by an Employee of such information to any person outside of the course of the responsibilities of the Employee will be deemed to be a violation of this prohibition. All Employees must also comply with the policies regarding the misuse of material, non-public information, which are set forth in Section IV.

Section IV Prohibition Against Insider Trading

(A) Introduction

This Section IV of the Code is intended to satisfy the requirements of Section 204A of the Advisers Act, which is applicable to the Advisers and requires that the Advisers establish and enforce procedures designed to prevent the misuse of material, non-public information by their associated persons. It applies to all Employees.

Trading Securities while in possession of material, non-public information, or improperly communicating that information to others, may expose an Employee to severe penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission (the "SEC") can recover the profits gained or losses avoided through the violative trading, impose a penalty of up to three times the illicit windfall, and issue an order permanently barring an Employee from the securities industry.

Finally, an Employee may be sued by investors seeking to recover damages for insider trading violations.

(B) Policy on Insider Trading

No Employee may trade a Security, personally or on behalf of any other person or client account, while in possession of material, non-public information concerning that Security or the issuer thereof, nor may any Employee communicate material, non-public information to others in violation of the law.

(1) Definition of Material Information

Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a Security. No simple test exists to determine when information is material; assessments of materiality involve a highly fact specific inquiry. For this reason, Employees should direct any questions about whether information is material to the Compliance Officer.

Material information often relates to a company's results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Material information may also relate to the market for a company's Securities. Information about a significant order to purchase or sell Securities may, in some contexts, be material. Pre-publication information regarding reports in the financial press may also be material.

(2) Definition of Non-public Information

Information is "public" when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones "tape" or The Wall Street Journal or some other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely.

(3) Applicable Procedures

Before executing any trade for him or herself, or others, including an Advisory Client, an Employee must determine whether he or she has material, non-public information. An Employee who believes he or she is in possession of material, non-public information must take the following steps:

 Report the information and proposed trade immediately to the Compliance Officer.

 Do not purchase or sell the securities on behalf of anyone, including accounts of Advisory Clients.

 Do not communicate the information to any person, other than to the Compliance Officer.

Employees must consult with the Compliance Officer before taking any action.

This degree of caution will help to protect Employees, Advisory Clients and the advisers.

(4) Contacts with Public Companies

Contacts with public companies will sometimes be a part of an Adviser's research efforts. Persons providing investment advisory services to clients may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an Employee becomes aware of material, non-public information. This could happen, for example, if a company's chief financial officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, the affected Adviser must make a judgment as to its further conduct. To protect yourself, clients and the Advisers, you should contact the Compliance Officer immediately if you believe that you may have received material, non-public information.

Section V Pre-Approval of Investments in Limited Offerings – Prohibition on

Investments in Initial Public Offerings

Employees are required to obtain pre-clearance prior to investing in a Limited Offering (see Section II - Definitions). Employees are prohibited from investing in Initial Public Offerings (“IPO”).

Section VI Pre-Clearance of Investments

Access Persons may not purchase or otherwise acquire direct or indirect Beneficial Ownership of any security other than an Exempt Security and may not sell or otherwise dispose of any security other than an Exempt Security unless:

(1) pre-clearance of such transaction is obtained pursuant to Section VII or

(2) the transaction is an Exempt Transaction.

Section VII Pre-Clearance Procedures

The procedures in this Section VII apply where pre-clearance is required by

Section V or Section VI.

(A) Obtaining Pre-Clearance

Pre-clearance of a personal transaction in a Security may be obtained only from the Compliance Officer or a person who has been designated by the Compliance Officer to pre-clear transactions. The Compliance Officer and these designated persons are each referred to as a "Clearing Officer." A Clearing Officer seeking pre-clearance with respect to his or her own transaction shall obtain such clearance from another Clearing Officer.

(B) Time of Clearance

(1) An Access Person may pre-clear a trade only where such person has a present intention to effect a transaction in the Security for which pre-clearance is sought. It is not appropriate for an Access Person to obtain a general or open-ended pre-clearance to cover the eventuality that he or she may buy or sell a Security at some future time depending upon market developments. Consistent with the foregoing, Access Persons may not simultaneously request pre-clearance to buy and sell the same Security.

(2) Pre-clearance of a trade shall be valid and in effect only for the one trading day for which pre-clearance is given; provided, however, that a pre-clearance expires upon the Access Person receiving pre-clearance becoming aware of facts or circumstances that would prevent a proposed trade from being pre-cleared were such facts or circumstances made known to a Clearing Officer. Accordingly, if an Access Person becomes aware of new or changed facts or circumstances that give rise to a question as to whether pre-clearance could be obtained if a Clearing Officer was aware of such facts or circumstances, the Access Person shall be required to so advise a Clearing Officer and obtain a new pre-clearance before proceeding with such transaction.

(C) Form

Pre-clearance must be obtained in writing by completing and signing the form provided for that purpose, which form shall set forth the details of the proposed transaction, and by obtaining the signature of a Clearing Officer. The form to be used in seeking pre-clearance is attached as Schedule A.

(D) Filing

Copies of all completed pre-clearance forms, with the required signatures, shall be retained by the Compliance Officer.

(E) Factors Considered in Pre-Clearance of Personal Transactions

A Clearing Officer may refuse to grant pre-clearance of a personal transaction in his or her sole discretion without being required to specify any reason for the refusal. A Clearing Officer will not pre-clear a proposed transaction if at the time of pre-clearance there is a pending buy or sell order on behalf of an Advisory Client in this same security. Generally, a Clearing Officer will consider the following factors in determining whether or not to pre-clear a proposed transaction:

(1) Whether the amount or nature of the transaction or person making it is likely to affect the price or market for the Security;

(2) Whether the person making the proposed purchase or sale is likely to benefit from purchases or sales being made or being considered on behalf of an Advisory Client.

(3) Whether the chance of a conflict of interest is remote; and

(4) Whether the transaction is likely to affect an Advisory Client adversely.

Section VIII Reports by Access Persons

It is the responsibility of each Access Person to take the initiative to comply with the requirements of this Section VIII. Any effort by GCAM to facilitate the reporting process does not change or alter that responsibility.

(A) Initial Certifications and Initial Holdings Reports

Within ten (10) days of becoming an Access Person, Access Persons are required to complete and submit to the Compliance Officer an Initial Holdings Report in the form attached as Schedule C. The information in the Initial Holdings Report must be current as of a date no more than 45 days prior to the person’s becoming an Access Person.

The Initial Certification includes a list of all brokerage accounts through which Securities in which an Access Person has Beneficial Ownership are held, purchased or sold ("Personal Securities Accounts"), along with a listing of any such Securities that are not held in a Personal Securities Account.

Any Personal Securities Account not held at GCAM must be transferred to GCAM, unless an exemption from this requirement is granted in writing by the Compliance Officer and other appropriate signatory of GCAM, as determined by GCAM. Further, if authorized, Access Persons must make arrangements so that duplicate confirmations and statements relating to all Personal Securities Accounts are sent to the Compliance Officer.

(B) Quarterly Transaction Reports

(1) Within thirty (30) days after the end of each calendar quarter, each Access Person shall make a written report to the Compliance Officer of all transactions occurring in the quarter by which he or she acquired or disposed of Beneficial Ownership of any Security, except that the report need not set forth information regarding Exempt Securities or transactions in an Access Person’s Personal Securities Account at GCAM or authorized outside accounts for which the Compliance Officer receives duplicate confirmations and statements.

Such report is hereinafter called a "Quarterly Transaction Report."

(2) A Quarterly Transaction Report shall be on the form attached as Schedule B and must contain the following information with respect to each reportable transaction:

(a) Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);

(b) Title, number of shares or principal amount of each Security and the price at which the transaction was effected; and

(c) Name of the broker, dealer or bank with or through whom the transaction was effected.

(3) If the Compliance Officer is being furnished with confirmations and statements for all Personal Securities Accounts of an Access Person and the Access Person has no reportable transactions other than those reflected in the confirmations and statements for such accounts, the Access Person shall not be required to file a Quarterly Transaction Report for that quarter.

(4) A Quarterly Transaction Report may contain a statement that the report is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership in any Security to which the report relates.

(C) Annual Certifications and Annual Holdings Reports

Annually, each Access Person is required to complete and submit to the Compliance Officer an Annual Certification and Annual Holdings Report in the form attached as Schedule D. The Annual Certification includes a list of all Personal Securities Accounts, along with a listing of any Securities in which the Access Person has Beneficial Ownership that are not held in a Personal Securities Account at GCAM or an authorized outside account for which the Compliance Officer receives duplicate confirmations and statements.

Section IX Additional Prohibitions

(A) Confidentiality of Transactions

All information concerning the Securities being considered for purchase or sale by Advisory Clients shall be kept confidential by all Employees and disclosed by them only on a "need to know" basis.

(B) Outside Business Activities, Relationships and Directorships

Employees may not engage in any outside business activities or maintain a business relationship with any person or company without the prior written consent of the Compliance Officer.

(C) Gratuities

Employees shall not, directly or indirectly, take, accept or receive gifts or other consideration in merchandise, services or otherwise, except:

(i) customary business gratuities such as meals, refreshments, beverages and entertainment that are associated with a legitimate business purpose, reasonable in cost, appropriate as to time and place, do not influence or give the appearance of influencing the recipient and cannot be viewed as a bribe, kickback or payoff; and

(ii) business related gifts of nominal value.

Section X Certification by Access Persons

The certifications of each Access Person required to be made pursuant to Section VIII of this Code shall include certifications that the Access Person has read and understands this

Code and recognizes that he or she is subject to it. Access Persons shall also be required to certify annually that they have complied with the requirements of this Code. The form of Initial Certification is attached as Schedule C, and the form of Annual Certification is attached as Schedule D.

Section XI Sanctions

Any violation of this Code shall be subject to the imposition of such sanctions by the affected Adviser as may be deemed appropriate under the circumstances to achieve the purposes of Rule 204A-1 and this Code. Any sanction to be imposed by an Adviser shall be determined by such Adviser. Sanctions may include, but are not limited to, suspension or termination of employment, a letter of censure and/or restitution of an amount equal to

the difference between the price paid or received by the Advisory Client and the more advantageous price paid or received by the offending person.

Section XII Administration and Construction

(A) The administration of this Code shall be the responsibility of the Compliance Officer.

(B) The duties of the Compliance Officer are as follows:

(1) Continuous maintenance of current lists of the names of all Employees and Access Persons, with an appropriate description in each case of the titles or employments of such persons, including a notation of any directorships held by Access Persons, and the date each such person became an Access Person;

(2) On an annual basis, providing each Employee with a copy of this Code and informing such persons of their duties and obligations hereunder;

(3) Obtaining Initial and Annual Certifications and Initial and Annual Holdings Reports from Access Persons and reviewing Initial and Annual Holdings Reports of Access Persons;

(4) Maintaining or supervising the maintenance of all records and reports required to be kept by the Advisers pursuant to this Code;

(5) Reviewing transactions of Access Persons to determine compliance with this Code;

(6) Issuance, either personally or with the assistance of counsel as may be appropriate, of any interpretation of this Code which may appear consistent with the objectives of Rule 204A-1 and this Code;

(7) Conduct of such inspections or investigations as shall reasonably be required to detect and report, with recommendations, any apparent violations of this Code to senior management of the Advisors;

(8) Such other duties as are set forth in this Code or determined by senior management.

(C) The Compliance Officer shall maintain and cause to be maintained in an easily accessible place, the following records:

(1) Copies of all codes of ethics of the Advisers that have been in effect at any time during the past five (5) years;

(2) A record of each violation of each code described in (C)(1), above, and of any action taken as a result of such violation for a period of not less than five (5) years following the end of the year in which the violation occurred;

(3) A record of all written acknowledgments of each person who is currently or in the past five years was a supervised person of either of the Advisers.

(4) A copy of each report made by an Access Person, for a period of not less than five (5) years from the end of the year in which such report or interpretation was made or issued, the first two (2) years in an easily accessible place;

(5) A list of all persons, currently or who within the past five (5) years, who were Access Persons under the Code.

(6) A record of any decision, and the reasons supporting the decision, to approve any investment in Limited Offerings by an Employee, for at least five (5) years after the end of the year in which such approval is granted.

(D) The Compliance Officer may delegate to one or more other officers or employees of GCAM such responsibilities of the Compliance Officer as he or she may deem appropriate; provided that:

(i) any such delegation shall be set forth in writing and retained as part of the records of the applicable Adviser; and

(ii) it shall be the responsibility of the Compliance Officer to supervise the performance by such persons of the responsibilities that have been delegated to them.

Section XIII Coordination With Other Codes of Ethics

Certain Access Persons are also subject to codes of ethics adopted by registered investment companies for which affiliates of the Advisers serve as investment advisers ("Affiliated Funds"). The use by such persons of any form prescribed under the code of ethics of an Affiliated Fund, in lieu of the corresponding form specified herein, shall be deemed to satisfy the requirements of this Code.

Section XIV Report Violations or Problems

If you believe that you or another Employee may have breached this Code or you have observed a weakness in the Code that might enable breaches to occur or go undetected, you should report the matter to the Compliance Officer.





This Code of Conduct and Business Ethics (the "Code") applies to all directors, and employees of GC Alternative Management, LLC (“GCAM”).


The purpose of the Code is to promote and foster the honest and ethical conduct of the directors, and employees of GCAM.

Our Basic Principles are:

 adhere to the law wherever GCAM does business;

 avoid putting yourself or GCAM in a conflict of interest;

 conduct yourself honestly and with integrity;

 keep GCAM’s transactions, communications and information, accurate, confidential and secure, and GCAM’s assets safe; and

 treat everyone fairly and equitably – whether customers, suppliers, employees or others who deal with GCAM.


You must know, respect and comply with all laws, rules, and regulations applicable to the conduct of GCAM's businesses in the areas in which you work. GCAM actively promotes compliance with the laws, rules, and regulations that govern GCAM's business. Obeying both the letter and spirit of the law is one of the foundations of GCAM’s ethical standards. You must follow and obey the laws of all the states and countries where we operate.

While you are not expected to be an expert on every detail of all the laws that govern our business in every jurisdiction, you are expected to understand the laws and regulations applicable to your duties at GCAM and to understand the regulatory environment within which the firm operates well enough to know when to seek advice from your Manager, or the Legal and Compliance Departments. In addition there may be instances when you may want to consult a director or executive officer of GCAM (each, a “Senior Officer”).

A. Brokerage Accounts

In accordance with industry regulations, GCAM employees and officers and their immediate families must maintain their brokerage accounts at GCAM. Exceptions to this policy are rarely granted and must be approved by your Manager and the Director of Compliance.

B. Insider Trading

Securities laws and GCAM policy prohibit you from acting upon material non-public information to benefit yourself or others. Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or it could reasonably be expected to affect the price of an issuer's securities. At times, our policies may limit the ability of some employees to enter into transactions. Anyone with ongoing possession of non-public information may be unable to trade personally in the securities of the companies about which he or she has information. Those having access to confidential or non-public information must not use or share that information except in connection with the legitimate conduct of GCAM business. GCAM strives to prevent the misuse of material non-public information by, among other things, limiting access to confidential information and limiting and monitoring communications between various GCAM departments including, without limitation, the investment banking, asset management, sales, research, and trading departments. In addition to civil and criminal proceedings and penalties, misuse of confidential information or engaging in insider trading will result in disciplinary action, up to and including termination.

C. Money Laundering and Antiterrorism Laws

GCAM complies with federal, state and international laws prohibiting money laundering and with the safeguards against terrorist activity contained in the USA Patriot Act. Under no circumstances should you participate in any money laundering activity. In addition to severe criminal penalties, money laundering by GCAM employees and violations of the USA Patriot Act will result in disciplinary action, up to and including termination. Any suspicious deposits, or any other client activity that raises questions about the source of the client's funds, should be reported immediately to Mr. Yves Géniaux at (914) 473-5932.

D. Proper Record-Keeping and Disclosure Requirements

GCAM requires honest and accurate accounting and recording of financial and other information in order to make responsible business decisions and provide an accurate account of GCAM's performance to stakeholders and regulators. It is a violation of law and GCAM policy for any employee to attempt to improperly influence or mislead any person engaged in auditing or reviewing our financial accounts and statements. GCAM is committed to full compliance with all requirements applicable to its regulatory and public disclosures. GCAM requires that its financial and other reporting fairly present the financial condition, results of operations, and cash flow of GCAM and that it comply in all respects with applicable law, governmental rules, and regulations, including generally accepted accounting principles (GAAP) in the United States and Canada and applicable rules of the U.S. Securities and Exchange Commission, the New York Stock Exchange, Canadian securities regulators, the Toronto Stock Exchange and other securities regulators. GCAM has implemented disclosure controls and procedures to ensure that its public disclosures are timely, compliant, and otherwise full, fair, accurate, and understandable. All employees and officers responsible for the preparation of GCAM's public disclosures, or who provide information as part of that process, have a responsibility to ensure that such disclosures and information are complete, accurate, and in compliance with GCAM's disclosure controls and procedures.

E. Document Retention and Destruction

Without exception, all officers and employees must fully comply with GCAM's document retention and destruction policy. It is a criminal offense to destroy documents that are subject to a subpoena or other legal process. Once a legal proceeding has begun, or even when one is threatened or reasonably likely, federal and state obstruction-of-justice statutes require GCAM to preserve documents relevant to the issues in that proceeding even before specific documents are requested. Any GCAM employee who fails to comply with this policy, as well as industry regulations and state and federal laws, is subject to termination and may also face criminal or civil prosecution, with possible fines and prison terms.

F. Cooperation with Investigations and Law Enforcement

It is GCAM's policy to cooperate with government investigators and law enforcement officials. Every GCAM employee must also cooperate with investigations by nongovernmental regulators with oversight of our business, such as securities exchanges, as well as with internal GCAM investigations. All inquiries or requests or demands for information from external investigators must be immediately referred to the Compliance Officer. The Compliance Officer must coordinate all responses to external investigators' questions. Failure to cooperate with legitimate investigations will result in disciplinary action, up to and including termination.

G. Privacy

All GCAM personnel must comply with all applicable privacy laws in their handling of client matters and client and GCAM records. Any questions about the applicability of privacy laws should be referred to the Compliance Officer.


A conflict of interest occurs when your private interests interfere, or appear to interfere, in any way, with the interests of GCAM. Conflicts of interest can arise when you take action or have interests that may make it difficult for you to perform your duties to GCAM effectively. Conflicts of interest also arise when you, or a member of your family, receive improper personal benefits as a result of your position with GCAM. Loans to, or guarantees of obligations of, any employees, officers, directors or any of their family members are likely to pose conflicts of interest, as are transactions of any kind between GCAM and any other organization in which you or any member of your family have an interest.

Engaging in any conduct that represents a conflict of interest is prohibited. If you have any doubt whether or not conduct would be considered a conflict of interest, please consult your Manager, a Senior Officer or the Compliance Officer. You must also disclose any material transaction or relationship that could reasonably be expected to give rise to such a conflict to your Manager and a Senior Officer, or the Compliance Officer. If a conflict of interest cannot be avoided, it must be managed in an ethical, responsible manner, so as not to create the perception of impropriety.

As a Director, Senior Executive, or Financial Officer or employee of GCAM, it is imperative that you avoid any investment, interest or association that interferes, might interfere, or might be perceived to interfere, with your independent exercise of judgment in GCAM's best interest.

A. Ownership of Securities and Outside Business Activities

As an employee of GCAM, you must report all outside business activities, including ownership of privately held stock and limited partnership interests, to your Manager and to the appropriate GCAM Compliance Officer so that a review for potential conflicts of interest can be conducted. Outside business activities and interests include serving as a partner or a stockholder in another business, as an officer in a family-owned corporation, or as an outside director of another company. The appropriateness of you engaging in these and other types of outside business activities, interest, or investment opportunities depends on many factors, including the nature and extent of the outside interest, the potential for conflicts of interest, the relationship between GCAM and the outside entities, and the duties involved. You must receive prior written approval for any outside business activity and private investment from the

Director of Compliance. You have an obligation to keep GCAM apprised of these activities and provide updated information about the outside interests. Service by you as a

director, officer, or employee of any other corporation or business must be authorized in writing by the Director of Compliance. Unless approved in writing by your Manager and the Director of Compliance, you may not serve as a director of a publicly traded company.

Directors of GCAM should inform the Chief Executive Officer of GCAM prior to accepting appointments to the boards of directors or advisory boards of any public or privately held company. The disclosure requirements and other possible conflict-of-interest issues involved must be analyzed and discussed.

B. Public Office

You are required to notify and receive the approval of your Manager and the Director of Compliance before committing to a candidacy for elective office or a formal position on a company committee and before accepting an appointment to a public or civic office. GCAM must take steps to ensure that conflicts of interest are not raised by such campaign or public service. In general, you may run for and serve in local, elective, or appointed civic offices, provided the activity, including campaigning:

 occurs outside work hours;

 involves no use of GCAM's name, facilities, client lists, other corporate assets, or

 corporate funding;

 is confined solely to you in your capacity as a private citizen and not as a representative of GCAM; and

 does not present an actual or perceived conflict of interest for GCAM, as determined in the sole judgment of GCAM.


You may not advance your personal interests at the expense of GCAM. You owe a duty to GCAM to advance GCAM's legitimate interests to the best of your abilities whenever the opportunity arises. You must not take for yourself personally opportunities you discover through your employment with GCAM or the use of GCAM property, information, or position, which is in violation of GCAM's policies. In addition, GCAM property, information, or position must not be used for personal gain. You may not compete with GCAM while employed by GCAM.


A. Non-Public Information

You must maintain the confidentiality of information entrusted to you by GCAM and provided by our clients, suppliers and service providers. In the conduct of its business, GCAM receives a great deal of non-public information. Much of this information may be sensitive, with the potential to affect market conditions, negotiations, strategic positioning, and relationships with clients, competitors, suppliers or service providers. You must exercise care not to misuse non-public information obtained during your employment, including client lists, information about GCAM personnel and clients, and business plans and ideas. The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information. In such cases, the Compliance Officer will help determine what disclosure is required and how it is to be made.

B. Media, Publishing, and Public Appearances

You may not provide non-public corporate information to persons outside GCAM, including the media. Any inquiries or questions relative to the media should be referred to the Chief Executive Officer or the Compliance Officer.

C. Client Information Privacy

GCAM protects the confidentiality and security of client information GCAM's Privacy Policy for client information provides that:

 GCAM does not sell or rent clients' personal information;

 you may not discuss the business affairs of any client with any other person, except on a strict need-to-know basis;

 GCAM does not release client information to third parties, except upon a client's authorization or when permitted or required by law;

 and third-party service providers and suppliers with access to client information are required to keep client information confidential and use it only to provide services to or for GCAM.


You must deal fairly with GCAM's clients, suppliers, service providers, competitors, and employees. Competitive advantage must result from superior performance, not unethical

or illegal business dealings. While GCAM seeks to outperform our competitors, it must be done honestly and fairly.

A. Unethical Behavior, Relationships with Competitors

You may not take unfair advantage of anyone through unethical or illegal measures, such as manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practices. It is against GCAM's policy to seek increased revenues by disparaging our competitors. Our goal is to increase business by offering superior and innovative financial products and services. GCAM advertising must be truthful, not deceptive, and in compliance with applicable laws, regulations, and corporate policies. All advertising and marketing materials must be approved using the established approval procedures.

You must guard against unfair competitive practices and exercise extreme caution to avoid conduct that might violate antitrust laws or other rules prohibiting anti-competitive activities.

Violations may result in criminal or civil proceedings and penalties. If a competitor or third-party proposes to discuss unfair collusion, price-fixing, or other anti-competitive activities, your responsibility is to object, terminate the conversation, or leave the meeting and report the incident promptly to your manager, a Senior Officer or the Compliance Officer. You must avoid any discussion with competitors of proprietary or confidential information, business plans, or topics such as pricing or sales policies – the discussion of which could be viewed as an attempt to make joint rather than independent business decisions.

B. Gifts, Gratuities, Political Contributions, and Other Payments Related to GCAM Business

You, your associates or members of your family may not, directly or indirectly, accept or receive bonuses, fees, gifts, frequent or excessive entertainment, or any similar form of consideration that is of more than nominal value from any person or entity with which GCAM does, or seeks to do, business. It also is generally against corporate policy to give gifts or gratuities, other than within accepted guidelines, without receiving specific approval by the Director of Compliance. You may not give gifts of any value to government officials without specific approval by your Manager and the Director of Compliance. GCAM policy forbids bribes, payoffs, contributions, or payments of any kind by any GCAM employee, officer or director to any person, government official, or entity for the purpose of improperly obtaining or retaining business or influencing consideration of any business activity. This policy covers all types of payments that may or may not be considered legal under the circumstances. Special rules may apply to payments or gifts (including entertainment) to officers, directors, employees, or other affiliates of government owned or controlled entities and certain highly regulated entities (such as banks or insurance companies), as well as entities located in certain jurisdictions.


A. Conduct Business Activities in an Atmosphere of Good Faith and Respect

It is GCAM's policy, to treat each individual with dignity, consideration, and respect. All GCAM employees should be honest and fair with others, share the credit when credit is due, avoid public criticism of one another, and encourage an atmosphere in which openness, cooperation, and consultation are the norms. Internal relationships with fellow employees should be based on the same high standards of integrity and ethical responsibility that are observed with GCAM clients, shareholders, and the public.

GCAM is committed to promoting diversity within its workforce; achieving it is an important competitive advantage in the global marketplace. GCAM has a strict policy of equal opportunity in hiring, developing, promoting, and compensating employees. We seek to attract, retain, and reward employees who perform their work to the highest standards, basing promotions on qualification and merit. Discrimination is not tolerated on the grounds of race, national origin, religion, gender, age, disability, sexual orientation, or veteran status. Just as we do not tolerate illegal discrimination in any form, we also do not tolerate illegal sexual or any other form of harassment at any level of GCAM. Employees who experience or observe work-related discrimination, harassment, or similar problems have an obligation to report it to their Manager, a Senior Officer or the Compliance Officer.

Indebtedness between employees is best avoided and must not reach a level that may compromise the objectivity essential in manager employee relationships or in the discharge of job-related responsibilities. Any indebtedness between employees and their direct or indirect supervisors (regardless of which one is borrower or lender) must be limited to nominal amounts.


A. Business Use

You must protect GCAM's assets and ensure their efficient use. You may only use GCAM property for legitimate business purposes. Any suspected fraud or theft of GCAM property must be reported for investigation immediately. GCAM's assets include our capital, facilities, equipment, proprietary information, technology, business plans, ideas for new products and services, trade secrets, inventions, copyrightable materials, and client lists. Information owned by GCAM must be treated with the same care as any other asset, and every GCAM employee has a role in protecting its confidentiality and integrity.

B. Proprietary Information and Intellectual Property

Your obligation to protect GCAM's assets applies to our proprietary information. Proprietary information includes business, marketing, and service plans; unpublished financial data and reports; databases; customer information; and salary and bonus information, as well as intellectual property such as trade secrets, patents, trademarks, and copyrights. Unauthorized use or distribution of this material is a violation of GCAM's policy, and it may also be illegal and result in civil and criminal proceedings and penalties. Intellectual property refers to a company's intangible assets, such as the

company's business methods, inventions, trademarks, and publications. All inventions and copyrightable material conceived by an employee within the scope of his or her employment are the exclusive property of GCAM, and as a condition of continued employment, the employee must do whatever is necessary to transfer to GCAM the technical ownership of such inventions or materials. It is the responsibility of every employee to protect GCAM's intellectual property. In addition, GCAM also respects the intellectual property of other parties. The unauthorized use of another party's patented, trademarked, or copyrighted (electronic, audio, video, text) materials is strictly prohibited, regardless of their source. In addition, GCAM does not permit the use of software or other devices whose primary purpose is the circumvention or violation of another's intellectual property rights. Please contact the Compliance Officer with questions about the proposed use of another party's intellectual property and for appropriate contracts.

C. Compliance with Internal Controls

GCAM maintains and enforces a strong, effective system of internal controls to safeguard and preserve its information and assets, its clients, and its shareholders. These controls are designed to ensure that business transactions are properly authorized and carried out, and that all reporting is truthful and accurate. These administrative and accounting control systems are the responsibility of each group in the GCAM organization. All business transactions require authorization at an appropriate management level. Any employee who is responsible for the acquisition or disposition of assets for GCAM, or who is authorized to incur liabilities on GCAM's behalf, must act prudently in exercising this authority and must be careful not to exceed his or her authority. Equally important, every employee must help ensure that all business transactions are executed as authorized. Transactions must be properly reflected on GCAM's books and records. Every employee is involved, if not in the authorization or execution of business transactions, in some level of reporting. This may include reporting travel and entertainment expenses or recording work hours on a timecard. It is important that all reporting be done honestly and accurately and that employees cooperate fully with both internal and independent audits.


You must use GCAM's information and communication systems properly and judiciously. GCAM has strict policies on use of the Internet and on written and electronic communications which you must comply with.

A. Access to the Internet

GCAM has strict policies on Internet access. Only authorized connections are permitted, and access to the Internet must be accomplished via an approved security gateway. Furthermore, you are not permitted to link to the Internet from GCAM offices via modem dial-up services or other external service providers without the express approval of the Director of Compliance. Additionally, you should exercise good judgment when using the Internet during business hours for personal and non-business purposes. You may not do any of the following:

 transmit, copy, or download any material, including sexually explicit images or messages and materials containing racial, ethnic, or other slurs, that may defame, embarrass, threaten, offend, or harm an GCAM employee or client or the general public;

 transmit or post non-public corporate information about GCAM or any company to any organization or individual not authorized to receive or possess it;

 attempt to gain access to any computer, database, or network without authorization or willfully propagate computer viruses or other disruptive or destructive programs;

 distribute unsolicited e-mail messages, advertisements, or postings to multiple newsgroups, individuals, or organizations (e.g., "spamming"); and

 use electronic means for the purpose of gambling or to send or forward chain letters.

You may not establish e-mail addresses or domain names that attempt to trade on, or are derived from, the GCAM name or any corporate, brand names or domain names used within the GCAM Group; if such use is identified, immediate relinquishment will be requested. You should not register domain names on behalf of GCAM and may not establish Internet websites related to GCAM business without approval from your Manager and the Director of Compliance and Director of Information Technology. You are reminded to be sure that your system passwords are secure. Inappropriate conduct in respect of the usage of GCAM's communications systems will lead to disciplinary action, including revocation of privileges, immediate termination, and referral to regulatory authorities.

B. Written and E-Mail Communications

Electronic communications should be treated with the same care as any other business communication. Any communication relating to GCAM business must be of an appropriate nature, must not violate the legal rights of GCAM, any GCAM employee, or third party, and must be transmitted, stored, and accessed in the manner that safeguards confidentiality and complies with applicable law. All written communications, including those electronically delivered, should be clear, concise, and professional in tone and content. Communications for personal, non-business purposes should be kept to a minimum.

C. Communications Monitoring

All electronic communications relating to GCAM business must be made through the GCAM network unless the Director of Compliance has expressly authorized another means. Electronic communications, including connections to Internet and Intranet websites using GCAM computing or network resources, as the property of GCAM and are subject to monitoring and surveillance.

Communications by certain GCAM personnel are subject to detailed supervisory requirements.


If you believe that you may have breached the Code or a supplemental code or guideline that applies to you, or have observed:

 a breach of the Code or a supplemental code or guideline by another GCAM employee; or

 a serious weakness or deficiency in GCAM's policies, procedures or controls which might enable breaches to occur or go undetected;

you have a responsibility to GCAM, your fellow GCAM employees and yourself to report it to your Manager, that employee's Manager, a Senior Officer or the Compliance Officer.

Failure to report a known breach of the Code may result in serious consequences. If a problem or irregularity has been referred to you, you must resolve the issue or refer it appropriately using the chain of communication referred to below.

GCAM recognizes that, from time to time, you may be uncertain about an appropriate course of action. In all such cases, immediately seek the advice of your Manager, a Senior Officer or the Compliance Officer. If you are not satisfied with the resulting response or action, you should contact or write without fear of reprisal to the Chief Executive Officer of GCAM. You will be protected by GCAM from retaliation or reprisal if you, in good faith, report actual, suspected or perceived breaches of the Code, or supplemental codes or guidelines or problems with GCAM policies, procedures or controls.

All complaints or concerns regarding accounting, internal accounting controls or auditing matters must be made in accordance with GCAM's Policy on Complaints Regarding Accounting Matters, a copy of which appears as a Schedule to the Code.


Breaches of the Code (and supplemental codes or guidelines) or reported problems with GCAM policies, procedures or controls will be dealt with promptly and fairly. Any breach of the Code (and supplemental codes or guidelines) is a serious matter, and can result in action up to and including termination of employment. GCAM may be required to report certain types of breaches to regulatory authorities, in which case the director, officer or employee may be subject to civil or criminal proceedings and penalties.


You are expected to know and understand this Code. If you have questions or concerns consult your supervisor or your Manager. If this is not appropriate or if you need further guidance, you may consult any of the following as you believe appropriate:

Mr. Yves Géniaux

Chief Executive Officer

GC Alternative Management, LLC.

3824 S. Tibet Way

Aurora, CO 80018


Tel: (914) 473-5932

Fax: (970) 377-2523



I hereby acknowledge that I have received and read the GC Alternative Management, LLC. Code of Ethics. I have reviewed and understand the contents of the Code of Ethics and agree to follow all applicable policies therein.

Signature: ____________________________________

Print Name: ___________________________________ Date: _____________



Name of Person Seeking Approval ___________________Telephone________________


Account Number _____________________Account Name________________________

Circle One BUY SELL

Quantity Ticker Symbol Full Security Name

__________ ____________ _________________________

__________ ____________ _________________________

__________ ____________ _________________________


_______I have no knowledge based on material inside information and I have no knowledge that the security is being considered for any client portfolio.


_______ I have not traded this security(s) today for any of my clients.

_______ I have no open orders for the same security(s) for any of my client accounts at this time.

_______ I have considered this purchases/sale for my client accounts and it is not applicable at this time.

_______ I have no knowledge that the security is being considered for purchase or sale for any specific client accounts (mine or any other client) at this time, or being considered as an addition or deletion to any buy list.


Date____________ Employee signature ___________________________________

Permission Granted __________ Permission Denied __________

Date and Time __________Signature_________________________________________

Note: Notwithstanding the above limitations, I understand that should an open order for any client be on the trading desk my, order will not be executed until after such client orders are complete.





I certify that this report identifies all transactions during the calendar quarter in which I acquired or disposed of any Security in which I had or have any direct or indirect Beneficial Ownership that are required to be reported by me pursuant to the Code. This report does not need to identify transactions that are reported to the Compliance Officer on duplicate confirmations and account statements. (If no such transactions took place write "NONE".) Please sign and date this report and return it to the Compliance Officer no later than the 30th day of the month following the end of each quarter. Use reverse side if additional space is needed.



No. of Shares or Principal Amount

Name of Security and ticker symbol or CUSIP number

Purchase Price Per Share or Unit


Executing Broker



No. of Shares or Principal Amount

Name of Security and ticker symbol or CUSIP number

Sale Price Per Share or Unit


Executing Broker

□Check here if all transactions during the quarter were reported in duplicate confirmations or statements that have been sent to the Chief Compliance Officer.

Date Completed: _______________ Signature:_________________________________

Print Name:________________________________



I certify that all my Personal Securities Accounts are listed below, and that if such Accounts are not held by GCAM, that I have been authorized to maintain such accounts outside GCAM and that I have arranged for duplicated confirmations and statements to be sent to the Compliance Officer.

I further certify that, other than those Securities listed below, I hold no Securities in which I may be deemed to have Beneficial Ownership other than in my Personal Securities Accounts.

Title of Account Name of Broker Account


I hold the following securities in addition to those in my Personal Securities Accounts (If none, write NONE):

I am a director or officer of the following public and private companies:

Date Completed: ___________ Signature:___________________________

Print Name:__________________________




I have read and understand the Code of Ethics of GC Alternative Management, LLC., a copy of which has been provided to me. I recognize that the provisions of the Code apply to me and agree to comply in all respects with the procedures described therein.

I certify that I have complied in all respects with the requirements of the Code as in effect during the past year. I also certify that all transactions during the past year that were required to be reported by me pursuant to the Code have been reported in Quarterly Transactions Reports that I have filed or in confirmations and statements for my Personal Securities Accounts that have been sent to you.

I certify that all my Personal Securities Accounts are listed below, and that if such Accounts are not held by GCAM, that I have been authorized to maintain such accounts outside GCAM and that I have arranged for duplicate confirmations and statements to be sent to the Compliance Officer.

I further certify that, other than those Securities listed below, I hold no Securities in which I may be deemed to have Beneficial Ownership other than in my Personal Securities Accounts.

Title of Account Name of Broker Account


I hold the following securities in addition to those in my Personal Securities Accounts (If none, write NONE):

Please specify title and type of security, exchange ticker symbol or cusip number, number of shares or principal amount of security.

I am a director or officer of the following public and private companies:

Date Completed: _______________ Signature: ___________________________

Print Name: _________________________