Code of Ethics

Approved July 2012 by Board of Directors

I. STATEMENT OF PURPOSEGMI Ratings (“GMI”) is committed to providing its clients with timely and high-quality data, analysis, and research. It is of paramount importance that persons affiliated with GMI adhere to practices that substantively protect the exercise of independent judgment and ensure that clients, companies, and the public view GMI as independent.  It is therefore crucial that GMI exhibit fairness, objectivity, competence, transparency, and integrity in its dealings with “Subject Companies” (the companies GMI rates or analyzes for its subscription clients), clients, the media and all other constituencies.This Code of Ethics (“Code”) sets forth practices designed to achieve those aims. In some cases, conduct considered incompatible with GMI’s objectives is prohibited outright. In other instances, where prohibition is not warranted, this Code requires public disclosure, to enable those who rely on GMI’s data and analysis to take into account all relevant information.

II. COVERAGE

This Code applies to the following persons (“Covered Persons”), although certain provisions may by their terms apply more.

• GMI employees
• Independent contractors or consultants engaged by GMI with access to material, non- public information about Subject Companies, and
• Members of GMI’s Board of Directors

All Covered Persons are expected to read this Code annually, ensure that they are in compliance and to report any potential compliance issues to GMI’s Chief Compliance Officer.

III. CONSULTATION AND ENFORCEMENT

Because unanticipated issues may arise, and GMI’s product offerings and processes may change, this Code cannot address all possible situations.  The broad themes of this Code—fairness, objectivity, competence, transparency, and integrity— will be applied when evaluating issues not specifically dealt with herein. Questions about the application of this Code should be addressed to the Chief Compliance Officer or Chief Ethics Officer.   Business opportunities to which application of this Code is not clear will be evaluated by the Board of Directors.

Violations of this Code may result in disciplinary action, up to and including termination of employment.

IV. INVESTMENTS

Personal investments by Covered Persons in securities issued by Subject Companies, as well as investments in such securities by entities in which Covered Persons hold an ownership or other interest, can create actual or perceived conflicts of interest and undermine GMI’s reputation for independence and integrity. Because GMI is a registered investment adviser, it is subject to certain reporting requirements, which are administered by Deborah Coffrin, Chief Compliance Officer.

In addition to complying with those legal requirements, GMI is committed to adhering to practices that avoid creating even the appearance of a conflict of interest and to disclosing publicly the beneficial ownership of securities by Covered Persons who exercise discretion in analyzing Subject Companies (including assigning ratings to Subject Companies).

For purposes of this section IV, a Covered Person is considered to “beneficially own” a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. A “pecuniary interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Beneficial ownership thus includes situations where a person stands to benefit economically from a security even though he or she does not have the power to direct the disposition or voting of the security. A “transaction” in a security includes the purchase or sale of the security, the purchase or exercise of a put or call option or any other derivative instrument in which the security is the underlying asset and a “short” sale of the security.   Any security held indirectly through mutual fund holdings shall not be considered beneficially owned.

Prohibited Transactions
No Covered Person shall engage in a transaction in a security issued by a Subject Company while in possession of information regarding a pending, but not yet publicly announced, change in the GMI Rating assigned to that Subject Company or while in possession of any material, non- public information relating to that Subject Company.  Trading while in possession of material, non-public  information  may,  under  some  circumstances,  constitute  a  violation  of  federal securities laws.  Questions about whether information is material and/or non-public should be directed to GMI’s Chief Compliance Officer.

From time to time, it may be necessary for GMI to impose blackout periods (which shall be communicated to all Covered Persons by GMI’s Chief Compliance Officer) in which Covered Persons will be prohibited from trading in securities issued by Subject Companies. Such blackout periods may be necessary, for example, in advance of across-the-board updates of GMI Ratings.

Investments and Transactions of “Decisionmakers”
GMI applies a higher standard with respect to investments by or on behalf of Covered Persons who exercise discretion in analyzing Subject Companies, including assigning GMI Ratings (such persons are referred to herein as “Decisionmakers”). Decisionmakers’ holdings of and transactions in securities issued by Subject Companies will be reviewed quarterly by the Chief Compliance Officer.   A Decisionmaker shall not assign a GMI Rating, write commentary (including in the GMI Blog, a research report, a profile appearing in any GMI product) about or otherwise express an opinion on behalf of GMI regarding a Subject Company whose securities the Decisionmaker beneficially owns; provided, however, that a Decisionmaker may collect or review data collection regarding a Subject Company whose securities the Decisionmaker beneficially owns and may present verifiable factual information regarding such a Subject Company in an issue-oriented research report or blog post.  An annual determination of which Covered Persons are Decisionmakers and all questions regarding the application of this prohibition will be determined by the Chief Compliance Officer. The status of “Decisionmaker” will be communicated to such individuals on an annual basis by the Chief Compliance Officer.

 Review of  Investments  and  Transactions  of  Other  “Access  P ersons”
An “Access Person” is a Covered Person who has access to information concerning: (i) new GMI Ratings or pending GMI Ratings changes, before such new GMI Ratings or changes are published to GMI’s subscribers; (ii) reports or other analyses before such reports or analyses are either provided to GMI’s subscribers or, if a tailored report or analysis, before the report or analysis is provided to the client for which it was prepared; or (iii) material, non-public information concerning a Subject Company or regarding planned purchases or sales of securities by a GMI subscriber or client.  The Chief Compliance Officer shall maintain a list which is updated at least annually of all Access Persons and communicate such status to these individuals.

Each Decisionmaker and Access Person shall report in writing to the Chief Compliance Officer on his or her Holdings and Transactions of securities (excluding shares of money market mutual funds, shares of other registered open-end investment companies (mutual funds) that are not Subject Companies or GMI subscribers, U.S. government securities, bankers’ acceptances, bank deposits, repurchase agreements, and short-term, investment grade debt instruments) as follows:

Holdings Reports: 

(i) Content of holdings reports.  Each holdings report must contain, at a minimum:

(A) The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the Access Person has any direct or indirect beneficial ownership;
(B) The name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and
(C) The date the Access Person submits the report.(ii) Timing of holdings reports.  The holdings reports shall be submitted to the Chief Compliance Officer by each Access Person:

(A) No later than 10 days after the person becomes an Access Person, and the information must be current as of a date no more than 45 days prior to the date on which the person becomes an Access Person; and
(B) Each year on or before February 14, and the information must be current as of a date no more than 45 days prior to the date the report is submitted.

Transaction Reports : 

(i) Content of transaction reports.  Each transaction report must contain the following information about each transaction involving a reportable security in which the Access person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

(A) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

(B) The nature of the transaction (e.g., purchase, sale or other type of acquisition or disposition);

(C) The price at which the transaction was effected;

(D) The name of the broker, dealer or bank with or through which the transaction was effected; and

(E) The date the Access Person submits the report.

(ii) Timing of transaction reports.  Each Access Person shall submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover all transactions during the quarter.

Prior to making an investment in an initial public offering (IPO) an Access Person or Decisionmaker shall obtain the written approval of the Chief Compliance Officer.

Prior to making an investment in a privately-placed security a Covered Person shall obtain the written approval of the Chief Compliance Officer.

V.    OUTSIDE    DIRECTOR   PARTICIPATION    IN    RESEARCH   AND   RATINGS ACTIVITIES

Non-employee directors of GMI may participate in establishing criteria for GMI Ratings and research activities but shall not participate in the assignment of any GMI Rating for a Subject Company or selection of a Subject Company for inclusion in a research report or other research product.  Non-employee directors shall not have access to GMI Ratings or company-focused research before they are provided to GMI’s customers.

VI. RELATIONSHIPS WITH SUBJECT COMPANIES

One of GMI’s greatest strengths is its independence:  GMI does not offer consulting services to Subject Companies, unless the subject matter of such services is not the Subject Company, nor does it license or endorse such services provided by third parties.

GMI’s independence does not preclude treating Subject Companies fairly and ensuring that GMI’s own processes are sufficiently transparent.

VII.  RELATIONSHIP WITH FUND MANAGEMENT BUSINESS

No Covered Person who has invested (directly or indirectly) in Ram Investment Partners, LLC (RIP), Ram Investment Advisors (RIA) or any fund managed by RIA (together, the “Fund Management Business”) or who serves as an employee or director of any entity involved in the Fund Management Business shall become or remain an Access Person.

All business dealings between GMI and the Fund Management Business shall be on arm’s-length terms.  No entity involved in the Fund Management Business shall obtain products or services from GMI on terms that are not consistent with those obtained by other GMI customers.

No Covered Person who has invested (directly or indirectly) in the Fund Management Business shall write in any GMI-sponsored forum (including but not limited to the GMI blog) about any Subject Company.

VIII. IMPROPER USE OF GMI AFFILIATION

No Covered Person shall exploit his or her affiliation with GMI for personal gain. Prohibited behavior includes obtaining personal benefits such as ‘kickbacks’ or preferential treatment from vendors or Subject Companies by virtue of a relationship with GMI, as well as disclosing confidential information provided to GMI. GMI letterhead should not be used for personal correspondence. No Covered Person shall accept compensation beyond that paid by GMI in exchange for attending an event or speaking on GMI’s behalf. Reimbursement by sponsors directly to Covered Persons of reasonable expenses incurred in connection with such events is permissible, as is the acceptance of token gifts of appreciation. The value of such token gifts should not exceed $100.

Board members and Access persons who do accept gifts or compensation from a Subject Company will disclose such gifts and compensation to the Chief Compliance Officer within 30 days of receipt.

IX. RELATED PARTY TRANSACTIONS

Any transaction between GMI and an entity affiliated with a GMI director or employee should be undertaken on terms comparable to those that would prevail in an arm’s length transaction.

X. PLAGIARISM

No Covered Person shall use material prepared by others without appropriate attribution.

XI. OUTSIDE ACTIVITIES

Business and other activities engaged in by Covered Persons in their personal capacities may create an actual or apparent conflict of interest. Under no circumstances shall a Covered Person engage  in  any  activity  in  his  or  her  personal  capacity  that  implies  endorsement  by  GMI, interferes with the Covered Person’s ability to discharge his or her responsibilities to GMI, competes with GMI, or involves the provision of advocacy or consulting services to Subject Companies relating to corporate governance issues.