May 30, 2024 - EXHIBIT (P)(1) - N-1A/A: Initial registration statement filed on Form N1A for open-end management investment companies

Form: N-1A/A

Documents

Exhibit (p)(1)

Compliance Manual – Appendix L.1

PALMER SQUARE FUNDS TRUST

Code of Ethics

1. BACKGROUND

Rule 17j-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”) requires Palmer Square Funds Trust (the “Trust”), as a registered investment company, to adopt a written Code of Ethics. The Rule also requires investment advisers to and principal underwriters for (each a “Fund Organization”) the Trust to adopt a written Code of Ethics and to report to the Board of Trustees of the Trust (the “Board”) any material compliance violations. The Board may only approve a Code of Ethics after it has made a determination that the Code of Ethics contains provisions designed to prevent “access persons” (summarized below and further defined in Exhibit 1) from engaging in fraud. In addition, certain key “investment personnel” (summarized below and defined in Exhibit 1) of the Fund Organization are subject to further pre-clearance procedures with respect to their investment in securities offered through an initial public offering (an “IPO”) or private placement (a “Limited Offering”).

2. KEY DEFINITIONS

For other definitions, see Exhibit 1

The term “Access Person” is defined to include: (i) any director, officer, general partner or key investment personnel of the Trust or of an investment adviser to the Trust; (ii) any supervised person of an investment adviser to the Trust who has access to nonpublic information regarding the portfolio holdings of the fund listed on the Appendix A to the Compliance Manual (the “Fund”), or who is involved in making securities recommendations for the Fund and (iii) any director, officer, or general partner of a principal underwriter who has knowledge of the investment activities of a series of the Trust. The Fund Compliance Officer (defined below) will notify an employee if that person fits the above definition and maintain a list of all Access Persons (see Exhibit 2)

The term “Investment Personnel” is defined to include (i) any employee of the Trust or of an investment adviser to the Trust who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; or (ii) any natural person who controls the Trust or an investment adviser to the Trust who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund. The Fund Compliance Officer (defined below) will notify an employee if that person fits the above definition and maintain a list of all Investment Personnel, (see Exhibit 2). Investment Personnel are also Access Persons.

The term “Reportable Fund” is defined to include (i) any Fund for which the investment adviser with whom the Access Person is associated, if any, (the “Associated Adviser”) serves as investment adviser (including any sub-adviser); or (ii) any Fund whose investment adviser or principal underwriter controls the Associated Adviser, is controlled by the Associated Adviser, or is under common control with the Associated Adviser. For purposes of this definition, control has the same meaning as it does in Section 2(a)(9) of the 1940 Act.

3. GENERAL PROHIBITIONS UNDER THE RULE

The Rule prohibits fraudulent activities by affiliated persons of Trust or Fund Organization. Specifically, it is unlawful for any of these persons to:

(a)

employ any device, scheme or artifice to defraud the Fund;

Compliance Manual – Appendix L.1

(b)

make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

(c)

to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(d)

to engage in any manipulative practice with respect to the Fund.

4. COMPLIANCE OFFICERS

In order to meet the requirements of the Rule, the Code of Ethics includes a procedure for detecting and preventing material trading abuses and requires all Access Persons to report personal securities transactions on an initial, quarterly and annual basis (the “Reports”). The officers of the Trust will appoint a compliance officer for each Fund Organization and for the Trust (each a “Fund Compliance Officer”) to receive and review Reports delivered to the Fund Compliance Officer in accordance with Section 5 below. In turn, the officers of the Trust will report to the Board any material violations of the Code of Ethics in accordance with Section 7 below.

5. ACCESS PERSON REPORTS

All Access Persons are required to submit the following reports to the Fund Compliance Officer for themselves and any immediate family member residing at the same address. In lieu of providing the Reports, an Access Person may submit brokerage statements or transaction confirmations that contain duplicate information. The Access Person should arrange to have brokerage statements and transaction confirmations sent directly to the Fund Compliance Officer (see Exhibit 3 for the form of an Authorization Letter):

(a)

Initial Holdings Report. Within ten days of becoming an Access Person (and the information must be current as of no more than 45 days prior to becoming an Access Person), each Access Person must report the following information:

(1)

The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security and/or Reportable Fund in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(2)

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

(3)

The date the report is submitted by the Access Person.

A form of the Initial Holdings Report is attached as Exhibit 4.

(b)

Quarterly Transaction Reports. Within thirty days of the end of each calendar quarter, each Access Person must report the following information:

(1)

With respect to any transaction during the quarter in a Covered Security and/or Reportable Fund in which the Access Person had any direct or indirect beneficial ownership:

(i)

The date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares and the principal amount of each Covered Security and/or Reportable Fund involved;

Compliance Manual – Appendix L.1

(ii)

The nature of the transaction (i.e., purchase, sale);

(iii)

The price of the Covered Security and/or Reportable Fund at which the transaction was effected;

(iv)

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

(v)

The date that the report is submitted by the Access Person.

(2)

With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(i)

The name of the broker, dealer or bank with whom the Access Person established the account;

(ii)

The date the account was established; and

(iii)

The date that the report is submitted by the Access Person.

A form of the Quarterly Transaction Report is attached as Exhibit 5.

(c)

Annual Holdings Reports. Each year, the Access Person must report the following information (and the information must be current as of no more than 45 days prior to the date of the report):

(1)

(2)

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities were held for the direct or indirect benefit of the Access Person; and

(3)

The date the report is submitted by the Access Person.

A form of the Annual Holdings Report is attached as Exhibit 4.

6. EXCEPTIONS TO REPORTING REQUIREMENTS

(a)

Principal Underwriter. An Access Person of the Fund’s principal underwriter is not required to make any Reports under Section 5 above if the principal underwriter:

(1)

is not an affiliated person of the Trust or any investment adviser to the Fund; or

(2)

has no officer, director or general partner who serves as an officer, director or general partner of the Trust or of any investment adviser to the Fund.

Compliance Manual – Appendix L.1

(b)

Independent Trustee. A trustee of the Trust who is not an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act (an “Independent Trustee”) is not required to:

(1)

file an Initial Holdings Report or Annual Holdings Report; and

(2)

file a Quarterly Transaction Report, unless the Independent Trustee knew, or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known that during a 15-day period immediately before or after his or her transaction in a Covered Security, that the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.

(c)

No person shall be required to make any Reports under Section 5 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.

7. ADMINISTRATION OF THE CODE OF ETHICS–REPORTING VIOLATIONS AND CERTIFYING COMPLIANCE

(a)

Each Fund Organization must use reasonable diligence and institute policies and procedures reasonably necessary to prevent its Access Persons from violating this Code of Ethics;

(b)

The Fund Compliance Officer shall circulate the Code of Ethics and receive an acknowledgement from each Access Person that the Code of Ethics has been read and understood;

(c)

The Fund Compliance Officer shall compare all Reports with completed and contemplated portfolio transactions of the Fund to determine whether a possible violation of the Code of Ethics and/or other applicable trading policies and procedures may have occurred.

(d)

No Access Person shall review his or her own Report(s). The Fund Compliance Officer shall appoint an alternate to review his or her own Reports if the Fund Compliance Officer is also an Access Person.

(e)

On an annual basis, the Fund Compliance Officer shall prepare a written report describing any issues arising under the Code of Ethics or procedures, including information about any material violations of the Code of Ethics or its underlying procedures and any sanctions imposed due to such violations and submit the information to the Fund Compliance Officer for review by the Board; and

(f)

On an annual basis, each Fund Organization shall certify to the Board of Trustees that it has adopted procedures reasonably necessary to prevent its Access Persons from violating the Code of Ethics.

8. COMPLIANCE WITH OTHER SECURITIES LAWS

This Code of Ethics is not intended to cover all possible areas of potential liability under the 1940 Act or under the federal securities laws in general. For example, other provisions of Section 17 of the 1940 Act prohibit various transactions between a registered investment company and affiliated persons, including the knowing sale or purchase of property to or from a registered investment company on a principal basis, and joint transactions (i.e., combining to achieve a substantial position in a security or commingling of funds) between an investment company and an affiliated person. Access Persons covered by this Code of Ethics are advised to seek advice before engaging in any transactions involving securities held or under consideration for purchase or sale by the Fund or if a transaction directly or indirectly involves themselves and the Trust other than the purchase or redemption of shares of the Fund or the performance of their normal business duties.

Compliance Manual – Appendix L.1

In addition, the Securities Exchange Act of 1934 may impose fiduciary obligations and trading restrictions on access persons and others in certain situations. It is expected that access persons will be sensitive to these areas of potential conflict, even though this Code of Ethics does not address specifically these other areas of fiduciary responsibility.

9. PROHIBITED TRADING PRACTICES

(a)

No Access Person may purchase or sell directly or indirectly, any security in which he or she has, or by reason of such transactions acquires, any direct or indirect beneficial ownership if such action would violate any provision of Section 3 of this Code and such security to his or her actual knowledge at the time of such purchase or sale is:

(i)

being considered for purchase or sale by the Fund; or

(ii)

in the process of being purchased or sold by the Fund (except that an access person may participate in a bunched transaction with the Fund if the price terms are the same in accordance with trading policies and procedures adopted by the Fund Organization).

(b)

Investment Personnel of the Fund or its investment adviser must obtain approval from the Fund or the Fund’s investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an IPO or Limited Offering.

(c)

No Access Person may trade ahead of the Fund, a practice known as “front running.”

10. SANCTIONS

As to any material violation of this Code of Ethics, each Fund Organization shall adopt trading policies and procedures that provide for sanctions for the Access Persons. Such sanctions may include but are not limited to: (1) a written reprimand in the Access Person’s employment file; (2) a suspension from employment; and/or (3) termination from employment.

ACKNOWLEDGED AND AGREED:

I have read, and I understand the terms of, this Code of Ethics.

By:
Name:
Title:
Date:

Compliance Manual – Appendix L.1

Exhibit 1

Definitions

Access Person. (i) Any Advisory Person of a Fund or of a Fund’s investment adviser; if an investment adviser’s primary business is advising Funds or other advisory clients, all of the investment adviser’s directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser; all of a Fund’s directors, officers, and general partners are presumed to be Access Persons of the Fund; or (ii) Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

Advisory Person. (i) Any director, officer, general partner or employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; or (ii) Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

Control. The power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

Covered Security. Includes any Security (see below) except that it does not include (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end registered investment companies.

Fund. A series of the Trust.

Immediate Family Member. Includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, father-in-law, mother-in-law, son-in-law, daughter-in-law, sister-in-law, brother-in-law (including adoptive relationship).

Initial Public Offering (IPO). An offering of securities registered under the Securities Act of 1933 (the “Securities Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Investment Personnel. (i) any employee of the Trust or of an investment adviser to the Trust who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; or (ii) any natural person who controls the Trust or an investment adviser to the Trust who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

Limited Offering. An offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504 or Rule 506 under the Securities Act.

Purchase or Sale of a Covered Security. Includes, among other things, the writing of an option to purchase or sell a Covered Security.

Compliance Manual – Appendix L.1

Reportable Fund. (i) any Fund for which the investment adviser with whom the Access Person is associated, if any, (the “Associated Adviser”) serves as investment adviser (including any sub-adviser); or (ii) any Fund whose investment adviser or principal underwriter controls the Associated Adviser, is controlled by the Associated Adviser, or is under common control with the Associated Adviser.

Security. Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

Compliance Manual – Appendix L.1

Exhibit 2

List of Access Persons and Investment Personnel

Name

Title

Acknowledgement of
Receipt of Code of Ethics

Is this Person
also an
Investment
Personnel?

Compliance Manual – Appendix L.1

Exhibit 3

Form of Authorization Letter

Date

Name of Broker

Address

Re:

Brokerage Statements of [name of employee]

Ladies and Gentlemen:

The above referenced person is an employee of [name of Fund Organization]. Federal securities laws require that we monitor the personal securities transactions of certain key personnel. By this Authorization Letter, and the acknowledgement of the employee below, please forward duplicate copies of the employee’s brokerage statements and transaction confirmations to:

[Compliance Officer]

[Fund Organization]

[Address]

Should you have any questions, please contact the undersigned at [number].

Very truly yours,

AUTHORIZATION:

I hereby authorize you to release duplicate brokerage statements and transaction confirmations to my employer.

Signature:
Name:
SSN:
Account Number:

Compliance Manual – Appendix L.1

Exhibit 4

Initial Holdings Report & Annual Holdings Report

(Complete Initial within ten days of becoming an Access Person)

(Information to be current with 45 days of date of Report)

Date: ______________________________

Note: In lieu of this Report, you may submit duplicate copies of your brokerage statements

1. HOLDINGS

Name and Type of Covered Security or Reportable Fund	Ticker Symbol or CUSIP	Number of Shares or Principal Amount

2. BROKERAGE ACCOUNTS

Name of Institution and Account Holders’ Name (i.e., you, spouse, child)	Account Number	Have you requested duplicate statements?

Reviewed:_________________________________________

(Compliance Officer signature)

Date:_____________________________________________

Compliance Manual – Appendix L.1

Exhibit 5

Quarterly Transaction Report

(Complete within thirty days of the quarter-end)

Date: ______________________________

Note: In lieu of this Report, you may submit duplicate copies of your brokerage statements

1. TRANSACTIONS

2. BROKERAGE ACCOUNTS OPENED DURING QUARTER

Name of Institution and Account Holders’ Name (i.e., you, spouse, child)	Account Number	Have you requested duplicate statements?

Reviewed: ________________________________________________

(Compliance Officer signature)

Date: ____________________________________________________

Compliance Manual – Appendix L.1

PALMER SQUARE FUNDS TRUST

Undertaking Regarding Code of Ethics

1. BACKGROUND

Rule 17j-l (the “Rule”) under the Investment Company Act of 1940 requires Palmer Square Funds Trust (the “Trust”), as a registered investment company, to adopt a written Code of Ethics. The Rule also requires investment advisers to and principal underwriters for (each a “Fund Organization”) the Trust to adopt a written Code of Ethics and to report to the Board of Trustees of the Trust (the “Board”) any material compliance violations. The Board may only approve a Code of Ethics after it has made a determination that the Code of Ethics contains provisions designed to prevent “access persons” (as the term is explained below) from engaging in fraud. In addition, certain key “investment personnel” (as the term is explained below) of the Fund Organization are subject to further pre-clearance procedures with respect to their investment in securities offered through an initial public offering (an “IPO”) or private placement (a “Limited Offering”).

2. KEY DEFINITIONS

The term “Access Person” is defined to include: (i) any supervised person of the Trust (A) who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund listed on the Appendix A to the Compliance Manual (collectively, the “Funds,” and each a “Fund”), or (B) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; or (ii) any director, officer or general partner of the Trust. The Fund Compliance Officer (defined below) will notify an employee if that person fits the above definition and maintain a list of all Access Persons (see Exhibit 2)

3. PROCEDURES IN PLACE

In order to meet the requirements of the Rule, a Code of Ethics should provide a procedure for detecting and preventing material trading abuses and, for each Fund, should require Access Persons to report personal securities transactions on an initial, quarterly and annual basis. At least two compliance officers should be designated within each Fund Organization to receive and review these reports.

The Fund Organization may adopt its own Code of Ethics, subject to the review and approval of the Board. Any subsequent material change to the Fund Organization’s Code of Ethics must be approved by the Board.

Compliance Manual – Appendix L.1

In the alternative, the Fund Organization may adopt the standard Code of Ethics for the Trust which is attached to this Undertaking. An investment adviser to the Fund should take care that its Form ADV properly reflects the terms of its Code of Ethics.

In the event the Fund Organization adopts its own Code of Ethics, the Board will review that code to ensure that, at a minimum, the following components are included:

●

the appointment of a compliance officer and alternate to review personal securities transactions of Access Persons;

●

the maintenance by the compliance officer of a current list of all Access Persons and Investment Personnel;

●

an initial holdings report within ten days of the start of employment of an Access Person;

●

a requirement that all Access Persons are to report quarterly transactions within thirty days of the end of each quarter;

●

a requirement that all Access Persons report certain securities holdings on an annual basis;

●

a review procedure by the compliance officer of all Access Person reports;

●

a method by which Access Persons are disciplined and/or sanctioned for failure to adhere to the Code of Ethics including the failure by an Access Person to submit reports on a timely basis; and

●

a procedure in place whereby Investment Personnel receive pre-clearance for an investment in an IPO or a Limited Offering.

The Fund Organization may combine its Code of Ethics with other trading policies and procedures. However, in the event the Code of Ethics conflicts with the Fund Organization’s trading policies and procedures, the terms of the Code of Ethics shall prevail.

The Trust will file all Codes of Ethics with its registration statement.

4. ANNUAL ISSUES AND CERTIFICATION REPORT

The Fund Organization is required to periodically report to the Board on issues raised under its Code of Ethics. Specifically, on an annual basis (see Section 6 below), each Fund Organization must provide the Board (i) a written report that describes issues that arose during the previous year under the Code of Ethics including material code or procedure violations and sanctions imposed in response to those material violations and (ii) a certification that it has adopted procedures reasonably necessary to prevent its Access Persons from violating its Code of Ethics.

5. INITIAL CERTIFICATION

On behalf of the undersigned Fund Organization, the following duly authorized representative of the Fund Organization certifies that:

The Fund Organization has adopted the Trust’s Code of Ethics and it has adopted procedures reasonably necessary to prevent its Access Persons from violating the Code of Ethics.

Compliance Manual – Appendix L.1

The Fund Organization has adopted its own Code of Ethics which is attached to this Certification. Further, the Fund Organization acknowledges and certifies that it has adopted procedures reasonably necessary to prevent its Access Persons from violating its Code of Ethics.

Acknowledged and Certified:

By:
Name:
Title:
Date:

Name of Fund Organization:___________________________________________

(The investment advisor or principal underwriter)

Name of Compliance Officer:__________________________________________

Name of Alternate Officer:____________________________________________

Name of Fund:_____________________________________________________

(The series of Palmer Square Funds Trust)

6. ANNUAL RE-CERTIFICATION

(To be certified before each annual review meeting of the Board of Trustees)

☐

The Fund Organization has had no material violations of its Code of Ethics or the procedures adopted to implement its Code of Ethics, other than those specified on the attached report.

☐

The Fund Organization acknowledges and certifies that it has procedures in place reasonably necessary to prevent Access Persons from violating its Code of Ethics.

☐

The Fund Organization has materially changed its Code of Ethics, the revised Code of Ethics was sent to the Board immediately for its approval and the Board approved the revised Code of Ethics within six months of the material change.

Acknowledged and Certified:

By:
Name:
Title:
Date:

Name of Fund Organization: ___________________________________

(The investment advisor or principal underwriter)

Name of Compliance Officer:_______________________________

Name of Alternate Officer:_________________________________

Name of Fund:__________________________________________

(The series of Palmer Square Funds Trust)

Name of Covered
Security or
Reportable
Fund

Ticker Symbol or CUSIP

Broker

Number of
Shares or Interest
Rate, Maturity
Date & Principal
Amount

Nature of Transaction

(i.e., buy, sale)

Purchase
Price

Date of
Transaction