Any director, partner, portfolio manager, or other employee of Gryphon must disclose any direct or indirect association or material interest or involvement in aspects related to his role with regard to any client investments that could result in any potential or actual conflict of interest.

This would include any actual or perceived conflict of interest that could reasonably be expected to impair, or could reasonably be interpreted as impairing his ability to render an unbiased and objective opinion or to fulfill his fiduciary responsibilities to act in the best interest of Gryphon clients.

The disclosure of any conflict should be made in writing to each of the Directors of Gryphon within 3 business days after the individual becomes aware of the conflict of interest. Without approval of the majority of the Directors, the individual must suspend his activities with respect to the issue causing the conflict.

The Board of Directors of Gryphon takes full responsibility to disclose any conflict or potential conflict to all affected clients, together with any actions taken by Gryphon to ensure that such conflict does not impair its ability to fulfill its fiduciary responsibilities. For those clients that have adopted conflict of interest guidelines, the disclosure procedure must follow that outlined in the contractual agreement between the client and Gryphon.

BOARD APPOINTMENT

All Access Persons shall be required to notify the Compliance Officer in writing of the following, at the time of acceptance of appointment:

1. Any board appointment to a non-public company.
   

All Access Persons shall be required to notify the Compliance Officer in writing of the following, upon being advised of the nomination/appointment:

2. Any board appointment to a publicly traded company,
   
3. Board of Director Appointment on any potential client of Gryphon Investment Counsel.

Item 2 or 3 will require the approval of the Board of Directors of Gryphon Investment Counsel.

ACCEPTANCE OF GIFTS

• The acceptance of gifts in excess of $100 from any person or entity that does business with or on behalf of Gryphon Investment Counsel Inc. ("GIC") is prohibited without disclosure to the Chief Compliance Officer.
• The acceptance of gifts of more than de minimis value from any person or entity that does business with or on behalf of GIC is prohibited without disclosure to the Chief Compliance Officer; under this policy de minimis value is considered to be the annual receipt of gifts from the same source valued at $500 or more further to a business relationship with GIC.