Albert Gutierrez, CFA, Chief Compliance Officer has the overall responsibility and authority to develop and implement the firm’s compliance policies and

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Table Contents Introduction .. 1 Definitions .. 3 Advisory Agreement . 4 Annual Compliance Reviews . 5 Anti -Money Laundering .. 7 Verification of Client Identity .. 7 Suspicious Activity Reporting .. 7 CTR -Currency Transaction Reporting . 8 CMIR ŒCurrency or Monetary Instrument Transport Reporting .. 8 Best Execution .. 9 Books and Records .. 11 Certification . 22 Complaints .. 23 Conflicts of Interest and Outside Business Activities . 24 Regulatory Investment, Disciplinary Enforcement, Litigation . 24 Accepting Gifts and Entertainment 25 Giving Gifts and Providing Entertainment . 25 Solicitation of Gifts . 25 Client Complaints 26 ERISA Considerations 26 Political Co ntributions .. 26 Review of Employee Communications 26 Corporate Records .. 28 Custody . 29 Disaster Recovery . 31 Disclosure Doc ument Policy 36 E-Mail and Other Electronic Communications .. 38 ERISA .. 39 Ident ity Theft –––––––––––––––––––––––––––––––––––––––––––––––––––. 41 Investment Processes . 422

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Performance 443 Personal Securities Transactions––––––––––––––––––––––––––––––––––––––––44 Pre -clearance . 455 Insider Trading .. 477 Transactions & Records .. 50 Privacy 52 Non -Disclosure of Client Information .. 52 Safeguarding and Disposal of Client Information .. 53 Privacy Notice .. 54 Employee Responsibilities . 54 Maintaining Confidentiality of Private Proprietary Information 54 Proxy Voting 56 Registration . 59 Reporting . 60 Regulatory Reporting 60 Reporting Violations and Sanctions .. 60 Soft Dollars .. 62 Standards of Business Conduct . 63 Supervision & Internal Controls 64 Trading .. 66 Aggregation 66 Allocation 66 IPO™s .. 66 Trade Errors .. 67 Valuations of Securities . 68 Appendix .. 69

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March 2014 Introduction Atlas Capital Advisors LLC is a registered investment adviser with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940 (Advisers Act). Our firm has a strong reputation based on the professionalism and high standards of the firm and our em ployees. The firm™s reputation and ou r advisory client relationships are the firm™s most important asset s. As a registered adviser, and as a fiduciary to our advisory clients, our firm has a duty of loyalty and to always act in utmost good faith, place ou r clients™ interests first and foremost and to make full and fair disclosure of all material facts and in particular, information as to any potential and/or actual conflicts of interests. As a SEC registered adviser, Atlas Capital Advisors LLC and our employees are also subject to various requirements under the Advisers Act and rules adopted under the Advisers Act and our Policy and Procedures / Code of Ethics manual . These requirements include var ious anti -fraud provisions, which make it unlawful for advisers to engage in any activities which may be fraudulent, deceptive or manipulative. These antifraud provisions include the SEC Compliance Programs of Investment Companies and Investment Advisers (Compliance Programs Rule) (SEC Rule 206 (4) -7) which requires advisers to adopt a formal compliance program designed to prevent, detect and correct any actual or potential violations by the adviser or its supervised persons of the Advisers Act, and other federal securities laws and rules adopted under the Advisers Act. Elements of Atlas Capital Advisors LLC’s compliance program include the designation of a Chief Compliance Officer, adoption and annual reviews of these IA Compliance Policies and Procedures, training, and recordkeeping, among other things. Our IA Policies and Procedures cover Atlas Capital Advisors LLC and each officer, member, or partner, as the case may be, and all employees who are subject to Atlas Capital Advisors LLC’s superv ision and control (Supervised Persons). Our IA Policies and Procedures are designed to meet the requirements of the SEC IA Compliance Programs Rule and to assist the firm and our Supervised Persons in preventing, detecting and correcting violations of law , rules and our policies. Our IA Policies and Procedures cover many areas of the firm™s businesses and compliance requirements. Each section provides the firm™s policy on the topic and provides our firm™s procedures to insure that the particular policy is followed. Atlas Capital Advisors LLC has opted to include the provisions normally included in a ‚Code of Ethics™ into its Policies and Procedures as many areas of this document were deemed redundant. Atlas Capital Advisors LLC’s Chief Compliance Officer is responsible for administering our IA Policies and Procedures. 1 | Page

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Compliance with the firm™s IA Policies and Procedures is a requirement and a high priority for the firm and each person. Failure to abide by our policies may expose you and/or the firm to s ignificant consequences which may include disciplinary action, termination, regulatory sanctions, potential monetary sanctions and/or civil and criminal penalties. The Chief Compliance Officer will assist with any questions about Atlas Capital Advisors LL C’s IA Policies and Procedures, or any related matters. Further, in the event any employee becomes aware of, or suspects, any activity that is questionable, or a violation, or possible violation of law, rules or the firm™s policies and procedure, the Chief Compliance Officer is to be notified immediately. Our IA Policies and Procedures will be updated on a periodic basis to be current with our business practices and regulatory requirements. 2

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Definitions For the purposes of this document , the following definitions shall apply: fiAccess personfl means any supervised person who: has access to nonpublic information regarding any clients™ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund RIA or its control affiliates manage; or is involved in making securities recommendations to clients that are nonpublic. fiAccountfl means accounts of any employee and includes accounts of the employee™s immediate family members (any relative by blood or marriage living in the employee™s household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion. fiBenefi cial ownershipfl shall be interpreted in the same manner as it would be under Rule 16a -1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rul es and regulations there under . fiCodefl shall mean this Policies and Procedure Manual fiFINRAfl shall mean Financial Industry Regulatory Authority, the independent regulator for all securities firms doing business in the United States. fiIARDfl shall mean Inve stment Adviser Registration Depository, an electronic filing system for Investment Advisers sponsored by the Securities and Exchange Commission and North American Securities Administrators Association (NASAA), with FINRA serving as the developer and operat or of the system. The IARD system collects and maintains the registration and disclosure information for Investment Advisers and their associated persons. fiReportable securityfl means any security as defined in Section 202(a)(18) of the Advisers Act, excep t that it does not include: o (i) Transactions and holdings in direct obligations of the Government of the United States; o (ii) Bankers™ acceptances, bank certificates of deposit, commercial paper and other high quality short -term debt instruments, includin g repurchase agreements; o (iii) Shares issued by money market funds; o (iv) Transactions and holdings in shares of other types of open -end registered mutual funds, unless Atlas Capital Advisors LLC or a control affiliate acts as the investment adviser or pri ncipal underwriter for the fund; and o (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless Atlas Capital Advisors LLC or a control affiliate acts as the investment adviser or prin cipal underwriter for the fund. fiSEC or Commissionfl shall mean Securities and Exchange Commission, whose mission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. The SEC oversees al Investment Advisers with assets under management greater than $25 million. fiSupervised personfl means directors, officers and partners of Atlas Capital Advisors LLC (or other persons occupying a similar status or performing similar functions); employees o f Atlas Capital Advisors LLC; and any other person who provides advice on behalf of Atlas Capital Advisors LLC and is subject to Atlas Capital Advisors LLC’s supervision and control. 3

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Annual Compliance Reviews As a SEC registered adviser, it is Atlas Capital Advisors LLC’s policy to conduct an annual review of the firm™s policies and procedures to determine that they are adequate, current and effective in view of the firm™s businesses, practices, advisory services, current regulatory requirements and internal policies and procedures . Our policy includes amending or updating the firm™s policies and procedures to reflect any changes in the fi rm™s activities, personnel, or regulatory developments, among other things, either as part of the firm™s annual review, or more frequently, as may be appropriate, and to maintain relevant records of the annual reviews. Background Responsibility Albert Gutierrez , CFA , Chief Compliance Officer has the overall responsibility and authority to develop and implement the firm™s compliance policies and procedures and to conduct an annual review to determine their adequacy and effectiveness in detecting and prev enting violations of the firm™s policies, procedures or federal securities laws. Jonathan Tunney also has the responsibility for maintaining relevant records regarding the policies and procedures and documenting the annual reviews. Procedure Atlas Capita l Advisors LLC has adopted procedures to implement the firm™s policy and reviews to monitor and insure the firm™s policy is observed, implemented properly and amended or updated, as appropriate, which include the following: On at least a calendar year annual basis, Albert Gutierrez, CFA , and such other persons as may be designated, will undertake a complete review of all Atlas Capital Advisors LLC’s written compliance policies and procedures. The review will include a review of each policy to determine the following: o adequacy; o effectiveness; o accuracy; o appropriateness for the firm™s or fund™s current activities o current regulatory requirements; o any prior policy issues, violations or sanctions; and o any changes or updates that may otherwise be required or ap propriate. The review will incorporate ‚forensic™ testing to de termine adherence to established procedures. o Review trade error file, if any o Review client complaints file, if any o Review client documentation for completeness o Test of client fee assessment against management agreement. A risk assessment of each of the Firm’s principal business and operational activities and all new services/products introduced by the Firm during the preceding year, if any; A survey of new or amended SEC regulations; and 5

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Albert Gutierrez, CFA , or designee(s), will coordinate the review of each policy with an appropriate person, department manager, management person or officer to ensure that each of the firm™s policies and procedures is adequate and appropriate for the busine ss activity covered, e.g., a review of trading policies and procedures with the person responsible for the firm™s trading activities. Albert Gutierrez, CFA , or designee(s), will revise or update any of the firm™s policies and/or procedures as necessary or appropriate and obtain the approval of the person, department manager, management person or officer responsible for a particular activity as part of the review. Jonathan Tunney , CFA , Chief Investment Officer, will obtain the approval of the firm™s compliance policies and procedures .. The firm™s annual reviews will include a review of any prior violations or issues under any of the firm™s policies or procedures with any revisions or amendments to the policy or procedures designed to address such violations or issues to help avoid similar violations or issues in the future. Albert Gutierrez, CFA will maintain hardcopy or electronic records of the firm™s policies and procedures as in effect at any particular time since 10/05/2004, and any policies in effect prior to that date; Albert Gutierrez, CFA will also maintain an Annual Compliance Review file for each year which will include and reflect any revisions, changes, updates, and materials supporting such changes a nd approvals, of any of the firm™s policies and/or procedures. Albert Gutierrez, CFA , or designee(s), will also conduct more frequent reviews of the Atlas Capital Advisors LLC’s policies or procedures, or any specific policy or procedure, in the event of a ny change in personnel, business activities, regulatory requirements or developments, or other circumstances requiring a revision or update. Relevant records of such additional reviews and changes will also be maintained by Albert Gutierrez, CFA . 6

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Anti -Money Laundering It is the policy of the Firm not to provide services to persons or entities that have connections to organized crime, violent crime, drug trafficking, arms trafficking, foreign official corruption or terrorism. We will not accept any clien t that carries a high risk of involvement with any of the above activities without first conducting the due diligence requires establishing that the prospective client is not precluded by this policy. Further, the Firm prohibits the use of any of its facilities (including its offices, computer systems, or assets) by its officers, owners, employees or affiliated persons for any illicit or illegal activities. Any Firm employee that detects any suspicious activity is required to immediately report such a ctivity to the Chief Compliance Officer without discussing the activity or the report of the activity with the client or other implicated person involved in the activity. Procedures Verification of Client Identity The Firm requires documentary evidence o f each individual client’s name, current address and phone number and date of birth. Documentary evidence may include a legible photocopy of a valid driver s’ license, a valid passport or other unexpired government -issued identification. For identity documentation issued by a foreign government, additional documentary verification of current address and other contact information is required. Client Identity Also Verified by Client Custodian Because the Firm does not custody client assets, all Firm c lients are required to establish custodial accounts with an independent broker -dealer. Broker -dealers also are required by federal law and regulation to adopt extensive anti -money laundering policies and procedures. As a part of their anti money laundering programs, broker -dealers must verify the identity of each customer of the brokerage firm, determine whether each customer has been identified by the U. S. Department of Treasury (or other government entity) to be involved in terrorism, drug trafficking or organized crime and to monitor customer accounts for suspicious activity. Suspicious Activity Reporting The Chief Compliance Officer will file a suspicious activity report (FinCen Form 101: SAR -SF) under the following circumstances: If the name of eac h prospective client screened through the U. S. Office of Foreign Asset Control (“OFAC”) appears on the List of Specially Designated Nationals and Blocked Persons. The List is made available through the U.S. Department of the Treasury on its web site http :// -center/sanctions/SDN -List/Pages/default. . If the Firm , in connection with its advisory services, identifies any activity on the part of a Firm client with persons or entities that appear on any government list of restricted persons, and upon further investigation into the matter, it is determined that suspicious activity may have occurred. 7

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If the Firm detects , or reasonably suspects , a federal criminal violation or attempted violation by one of the Firm’s clients, officers o r employees or any other suspect using the Firm’s services or facilities. The Firm detects or suspects that its computer systems have been accessed by persons or entities to remove, steal, procure or otherwise affect the Firm’s client or own accounts or other critical information or to damage or disable the Firm’s computer systems and databases. Suspicious activity report (SAR) forms and instructions for filing are available on the FINRA web site SARs must be filed within 30 days of the detection of the suspicious activity. Records of reports filed must be kept for a minimum of five years. The Firm maintains a hard copy file of each suspicious activity report for five years from the date the repo rt is filed. CTR -Currency Transaction Reporting It is unlikely that the Firm will be called upon to report client currency transactions under applicable currency transaction reporting regulations. The Firm custodies no client assets and accepts no clien t funds or securities. Nevertheless, if a currency transaction of $10,000 or more (deposit, withdrawal, exchange of currency or other payment or transfer through the firm), is mistakenly accepted , the Chief Compliance Officer must immediately be notified and will return the currency to its source. If warranted, the Chief Compliance Officer may determine to file a Currency Transaction Report ( CTR ). Records of reports filed must be kept for a minimum of five years. Currency Transaction report forms and instru ctions for filing are available on the FINRA web site CTRs must be filed within 15 days of the transaction. CMIR ŒCurrency or Monetary Instrument Transport Reporting The Firm prohibits the receipt of currency. If an employee discovers that currency of $10,000 or more nevertheless has been received from a source outside the U.S., the Chief Compliance Officer must be notified immediately and will file a CMIR with the Commissioner of Customs. In any case where the Fi rm transports, mails, ships or receives or causes or attempts to transport, mail, ship or receive monetary instruments of more than $10,000 in or out of the U.S., at one time (on one calendar day or, if for the purposed of evading the reporting requirement s, on one or more days), the Chief Compliance Officer must be notified immediately and will file a CMIR, as required. CMIR forms and instructions for filing are available on the FINRA web site .Records of reports f iled must be kept for a minimum of five years. 8

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