The Firm is registered as an investment adviser under the purview of the State of North Carolina and the Securities and Exchange Commission (“SEC”) pursuant to the provisions of Section 203 of the Advisers Act. The Firm is dedicated to providing effective and proper professional investment management and financial planning services to a wide variety of advisory clients (“Client”). The Firm’s reputation is a reflection of the quality of our Supervised Persons and their dedication to excellence in serving our Clients. Our Supervised Persons are expected to demonstrate the highest standards of moral and ethical conduct for continued association with the Firm.

When used herein, the term “Client” includes individual and institutional investors for whom the Firm provides investment supervisory services or manages investment advisory accounts.

All Supervised Persons must comply with all applicable state and federal securities laws and any rules adopted under these laws. No Supervised Persons are permitted:

• to defraud a Client in any manner;
• to mislead a Client, including by making a statement that omits material facts;
• to engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a Client;
• to engage in any manipulative practice with respect to such Client;
• to favor the interest of one Client over another Client;
• to engage in front running, and/or profit personally, directly or indirectly, as a result of knowledge - about a security or transaction.

Our Fiduciary Obligation to Our Clients

The Firm and its Supervised Persons have a fiduciary responsibility to their Clients. Fiduciary responsibility should be thought of as the duty to place the interests of the Client before that of the person providing investment advice. Failure to do so may render the Firm or its Supervised Persons in violation of the antifraud provisions of the Advisers Act.

Fiduciary responsibility also includes the duty to disclose material facts that might influence the Client’s decision to purchase or refrain from purchasing a security recommended by the Firm or from engaging the Firm to manage the Client’s investments. The SEC has made it clear that the duty of an investment adviser not to engage in fraudulent conduct includes an obligation to disclose material facts to Clients. A fact is “material” if a reasonable investor would consider it important to his or her evaluation of the Firm or the Supervised Person, the products, or services to be provided or the costs thereof. The Firm’s duty to disclose material facts is particularly important whenever the advice given to Clients involves actual or potential conflicts of interest between the Firm and its Supervised Persons and its Clients.

The Firm, as a fiduciary, has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its Clients. Compliance with this duty can be achieved by trying to avoid or mitigate conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any Client. Any firm conflicts of interest are disclosed in its Form ADV filing and updated on at least an annual basis.

Protection of Material Non-Public Information

In the course of normal business activities, Supervised Persons may receive confidential information concerning Clients and potential clients. To maintain client confidence and trust, this information must be handled with integrity and discretion. As a general rule, confidential information pertaining to a Client of the Firm should never be communicated to anyone other than the authorized individual(s) of the Firm who need to know, and where appropriate, to the participants involved in a specific transaction. A judgment concerning who needs to know about particular Client information depends on the facts and circumstances and should be discussed by the Supervised Person with his or her supervisor as appropriate. Examples of persons within the Firm who may need to know include senior management and compliance staff. Client confidential information may only be shared with parties outside of the Firm in compliance with applicable laws and legal requirements consistent with the Firm’s Privacy Policy.

Material Non-Public Information

In 1989, Congress enacted the Insider Trading and Securities Enforcement Act to address the potential misuse of material non-public information. Courts and the Securities and Exchange Commission currently define illegal insider trading generally as buying or selling a security in breach of a fiduciary duty or other relationship of trust and confidence, on the basis of material, nonpublic information about the security. Illegal insider trading may also include “tipping” such information, securities trading by the person “tipped”, and securities trading by those who misappropriate such information. Inside information is defined as information that has not been disseminated to the public through the customary news media and is known by the recipient (insider, misappropriator, or tippee) to be non-public. In addition, the information must be material, i.e., it must be of sufficient importance that a reasonably prudent person might base their decision to invest or not invest on such information or that its disclosure would be substantially likely to be viewed by an investor as having significantly altered the total mix of information available to that investor.

The definition and application of inside information is continually being revised and updated by the regulatory authorities. If a Firm’s Supervised Person believes they are in possession of inside information, it is critical that they not act on the information or disclose it to anyone, but instead advise the CCO or Chief Legal Officer accordingly. Acting on such information may subject the Supervised Person to severe federal criminal penalties and/or administrative remedies such as the forfeiture of any profit realized from any transaction, suspensions, or imposition of fines.

Personal Securities Transactions Reporting Requirements

Full time employees are required to hold all trading accounts at the firm’s designated custodian.

Pursuant to SEC Rule 204A-1, the Code requires all Supervised Persons to report their Personal Securities Accounts, including quarterly transactions and initial and annual holdings, to the Chief Compliance Officer (CCO), or other designated person. The IA CCO designates the day-to-day monitoring of personal securities holdings and transactions to the Firm’s Central Supervision department.

Reporting required by 204A-1 and the Firm's Code of Ethics is as follows:
• Initial Holdings Report – New Supervised Persons must report their initial holdings within 10 (ten) calendar days upon hire or affiliation with the Firm.
• Quarterly Transactions Reports – On a quarterly basis and within 30 (thirty) days after the end of each quarter, Supervised Persons must submit Quarterly Transaction Reports.
• Annual Holdings Report - On an annual basis and no later than 45 days from the request for certification, Supervised Persons must disclose holdings.

Prohibited Transactions

The following transaction prohibitions and restrictions have been promulgated to help ensure ethical practices within the Personal Securities Accounts of Supervised Persons. Engaging in a restricted or prohibited transaction shall be considered a violation of the Firm’s Code of Ethics. The following is a list of restricted and prohibited personal securities transactions within Personal Securities Accounts:

(1) Purchase of any initial public offering is prohibited without written pre-approval from the Firm.
(2) Purchase of a private placement requires pre-approval.
(3) Purchasing any security in the firm’s master account and allocating it to a personal account.
(4) Placing any transaction and/or applying a manipulative strategy that would place the interest of any Supervised Person subject to Code ahead of any Client.
(5) Voluminous short-term transactions or day-trading

Individual Securities

While individual securities are not restricted, we require licensed employees to limit their trading in individual stocks and options. Holding positions in stocks can potentially cloud any judgement given on that security and can give rise to conflicts of interest and related trading violations in client accounts.

Reporting violations

All suspected violations of the Code are required to be reported to the IA CCO or his or her designee. Suspected violations of the Code are to be accompanied by any supporting documentation the Supervised Person has obtained or prepared.

Social Media

The Firm encourages responsible social media use and writing publication. When engaging in the public forum about securities employees should make careful attention to not try to publicly influence the share price of a security they own. Any use of social media must be disclosed and able to be documented.

Gifts

According to FINRA Rule 3220, financial advisors are only allowed to accept gifts valued up to $100 annually per person.

Gifts to clients are to be reported to the CCO.

Political Donations

The Firm currently forbids political donations of any kind by employees. These transactions are publicly reportable and searchable, and the firm prefers to avoid politics.

Certification of COE

Pursuant to SEC Rule 204A-1, the Firm is required to provide Supervised Persons with a copy of this Code of Ethics and any amendments and to receive a written acknowledgement of receipt. New Supervised Persons are required to acknowledge their receipt and review of the Code within 30 days of affiliating with the Firm. In addition, all members of the Firm must re-acknowledge their receipt and review of the Code if there have been material changes made to the Code.

Failure to Comply

Strict compliance with the provisions of this Code shall be considered a basic condition of association with the Firm. It is important that Supervised Persons understand the reasons for compliance with this Code. The Firm’s reputation for fair and honest dealing with its Clients and the investment community in general, has taken considerable time to build. Supervised Persons should also understand that a material breach of the provisions of this Code may constitute grounds for disciplinary action including but not limited to termination of association with the Firm.

Our clients have the right to access, correct and delete personal data relating to them, and to object to the processing of such data, by addressing a written request, at any time. The Company makes every effort to put in place suitable precautions to safeguard the security and privacy of personal data, and to prevent it from being altered, corrupted, destroyed or accessed by unauthorized third parties. However, the Company does not control each and every risk related to the use of the Internet, and therefore warns the Site users of the potential risks involved in the functioning and use of the Internet. The Site may include links to other web sites or other internet sources. As the Company cannot control these web sites and external sources, the Company cannot be held responsible for the provision or display of these web sites and external sources, and may not be held liable for the content, advertising, products, services or any other material available on or from these web sites or external sources.

This web-site is for informational purposes only and does not constitute a complete description of our investment services or performance. This web-site is in no way a solicitation or offer to sell securities or investment advisory services except, where applicable, in states or countries where we are registered or where an exemption or exclusion from such registration exists. The information contained on this web site should not be construed as financial or investment advice on any subject matter. Tarheel Advisors LLC expressly disclaims all liability in respect to actions taken based on any or all of the information on this web site. Information throughout this site, whether stock quotes, charts, links, articles, or any other statement or statements regarding market or other financial information, is obtained from sources which we, and our suppliers believe reliable, but we do not warrant or guarantee the timeliness or accuracy of this information. No information on this web-site should be interpreted to state or imply that past results are an indication of future performance. Neither we or our information providers shall be liable for any errors or inaccuracies, regardless of cause, or the lack of timeliness of, or for any delay or interruption in the transmission thereof to the user. There are no warranties, expressed or implied, as to accuracy, completeness, or results obtained from any information posted on this or any linked web-site.

Tarheel Advisors, LLC does not provide advisory services in the states of New York or California.