Code of Ethics

Introduction

In conjunction with Securities & Exchange (SEC) Rule 204A-1 under the Investment Advisers Act of 1940 and as described under SEC Release No. 1A-2256, Thames Asset Management, Inc. adopts the following Code of Ethics (“the Code” or “Code”) effective January 3, 2005. This Code details the principles and standards of conduct employed by Thames Asset Management, Inc. in the course of rendering our investment advisory business. It seeks to set forth standards of conduct required of advisory personnel and address potential conflicts that may arise.

General Statement of Principles

This Code is not intended to describe our policies and procedures as they apply to compliance rules and regulations. Rather, this Code describes the practices and policies of Thames Asset Management, Inc. in their primary fiduciary responsibility of rendering its clients an investment advisory service based on the highest values of honesty, good faith and fair dealing.

Fiduciary Duty

The interests of the clients of Thames Asset Management, Inc. always come first. At all times, Thames Asset Management, Inc. conducts and exercises its fiduciary duty to its clients in a manner of honesty, good faith and fair dealing, prohibits the use of inside information, avoids all transactions where there is a possibility of a conflict of interest and keeps in the strictest of confidence the personal information of its clients.

Persons Covered by the Code

This Code covers all supervised persons of Thames Asset Management, Inc. including directors, officers and employees. The Code additionally covers any Independent Contractors including the individuals that solicit clients on behalf of Thames Asset Management, Inc. disclosed on Form ADV Part II and covered under Independent Contractor Agreements. All persons covered under the Code acknowledge that they are in a position of trust and must act with complete propriety at all times. The procedures established by Thames Asset Management, Inc. are designed to ensure that the persons covered under this Code are in compliance with all applicable securities laws while also complying with the firm’s ethical principles and fiduciary responsibility to its clients.

Thames Asset Management, Inc. conducts regular training on fiduciary responsibility and periodically updates supervised persons of additions and or modifications to securities laws and regulations, especially those that emphasize and are directed towards the fiduciary duties under the Investment Advisers Act of 1940. Thames Asset Management, Inc. believes that all supervised persons are knowledgeable of the fiduciary responsibilities associated with the investment advisory industry.

Compliance with Laws and Regulations

Thames Asset Management, Inc. strives for compliance with the Investment Advisers Act of 1940 as well as all rules under the Act. Thames Asset Management, Inc. constantly monitors the rules and regulations of the SEC and adopts or amends its existing procedures to comply with any revisions, additions or amendments to the Act as required. The firm’s President, Leon Schenker, is responsible for the content of our Code as well as its proper dissemination to all covered persons under the Code.

Thames Asset Management, Inc. requires its supervised persons to comply with all applicable federal securities laws. Specifically, such persons are not permitted to a) defraud a client in any manner; b) to mislead a client including making a statement that omits material facts; c) to engage in any act, practice or course of conduct which would constitute fraud or deceit upon a client; or d) to engage in any manipulative practice including price manipulation with respect to any client.

Conflicts of Interest

Thames Asset Management, Inc. exercises independence at all times in its investment decision making process. Thames Asset Management, Inc. does not give any preferential treatment in the conduct of its business. As such, Thames Asset Management, Inc. prohibits any favoritism of one client or account over another which would constitute a breach of fiduciary duty or a conflict of interest. On any given day, stocks are generally purchased and/or sold for all applicable accounts as they are entered into the trading system, offering the opportunity of receiving consistent fills for all clients. However final trading decisions are left to the portfolio managers’ discretion, in order to allow for such factors as current market sentiment and volume. As a check and balance, performance of accounts with similar objectives is compared on a quarterly basis, with any exceptions noted by the Compliance Officer.

Neither Thames Asset Management, Inc. nor any of its supervised persons participates in any outside business activities that would impair their fiduciary responsibilities, create any possible conflicts of interest, infringe upon their confidentiality with their clients or in any way be contrary to the principles of this Code.

Thames Asset Management, Inc. prohibits the use of inside information. Thames Asset Management, Inc. also prohibits the purchase or sale of any security in personal trading accounts of “Access Persons” on the same day it is being purchased or sold for client accounts, in order to avoid any appearance of “front running,” unless the trade is being entered at the same time or after the clients’ trades have been entered. Access Persons do not include Independent Contractors as these individuals are not privy to, nor do they have access to the daily trading records of Thames Asset Management, Inc. Independent Contractors that also maintain accounts with the Adviser receive confirmations of their trades directly from the Custodian/broker through regular U.S. mail as do all other clients. As a result, the personal trading records of Independent Contractors are not monitored by Thames Asset Management, Inc. Thames Asset Management, Inc. does monitor the personal trading records of Access Persons. These records must be disclosed to the President on a quarterly basis beginning January 1, 2005, no later than 30 days past the end of the quarter. At this time, Thames Asset Management, Inc. does not maintain any further restrictions or requirements on personal trading.

The supervised persons of Thames Asset Management, Inc. are prohibited from accepting inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision making or make them feel beholden to a person or firm. Conversely, supervised persons are prohibited from offering gifts, favors, entertainment or other things of value viewed as influence in investment decision making or making a client feel beholden to Thames Asset Management, Inc. or the supervised person.

Confidentiality

Thames Asset Management, Inc. protects and holds in the strictest confidence the personal information of its clients as well as its clients’ transactions and holdings. Thames Asset Management, Inc. is a small, secure, independent office. Only trusted employees and contractors have access to confidential information and each acknowledges his or her fiduciary duty to protect that information. As part of the disclosures of Thames Asset Management, Inc. in Form ADV Part II, the availability of our privacy policy in its entirety is made in an annual disclosure to all clients. The Thames Asset Management, Inc. privacy policy is also available on our website here.

As part of its adherence to confidentiality, Thames Asset Management, Inc. prohibits any of its supervised persons from disclosing to persons outside the firm any material non-public information about any client that is not necessary to fulfill our obligations to our clients.

Compliance & Administration

Thames Asset Management, Inc. in compliance with SEC Rule 204A-1, includes this Code of Ethics as part of the disclosures made on Form ADV Part II and will provide a copy of this Code to any client or prospective client upon request. Additionally, the Form ADV Part II will be made available upon request to all clients who will be reminded annually of its availability. The Code is also available on our website.

All supervised persons will be provided a copy of this Code of Ethics and acknowledge in writing that they received such copy, read it, understand it and agree to comply with its terms.

This Code will be reviewed annually by Thames Asset Management, Inc. to determine its adequacy and effectiveness as required by the Investment Advisers Act of 1940. Violations of this Code by any supervised person of Thames Asset Management, Inc. will be recorded along with the disciplinary action taken as a result of such violation. Flagrant or repeated violations will result in dismissal. Any breach of state, federal or securities law will be immediately reported to the proper authority.

Thames Asset Management, Inc. will maintain the following records in a readily accessible place; a) a copy of the Code that has been in effect at any time during the past five years; b) a record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred; and c) any other record deemed appropriate by Thames Asset Management, Inc. as it pertains to the administration of this Code.

Any questions, comments or possible violations regarding this Code of Ethics should be directed to Leon Schenker at One University Plaza, Suite 311, Hackensack, New Jersey 07601, or via phone at 201-525- 1222.