• Employees and officers should strive to identify and raise potential issues before they lead to problems, and should ask about the application of this Code whenever in doubt. Any employee or officer who becomes aware of any existing or potential violation of this Code should promptly notify, in the case of employees, an appropriate contact listed in the Directory of Contacts included in the Employment Policies.  The firm will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention.
  
  Any questions relating to how these policies should be interpreted or applied should be addressed to an Appropriate Ethics Contact.

Personal Conflicts of Interest

• A “personal conflict of interest” occurs when an individual’s private interest improperly interferes with the interests of the firm. Personal conflicts of interest are prohibited as a matter of firm policy, unless they have been approved by the firm. In particular, an employee or officer must never use or attempt to use his or her position at the firm to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity.
  
  Service to the firm should never be subordinated to personal gain and advantage. Conflicts of interest should, to the extent possible, be avoided.
  
  Any employee or officer who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the matter promptly with an Appropriate Ethics Contact.

• It is the firm’s policy that the information in its public communications, including government filings, be full, fair, accurate, timely and understandable. All employees and officers who are involved in the company’s disclosure process are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to the firm and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the firm to others, whether within or outside the firm. In addition, any employee or officer who has a supervisory role in the firm’s disclosure process has an obligation to discharge his or her responsibilities diligently.

• It is the firm’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee and officer to adhere to the standards and restrictions imposed by those laws, rules and regulations. The Employment Policies provides guidance as to certain of the laws, rules and regulations that apply to the firm’s activities.
  
  Generally, it is both illegal and against firm policy for any employee or officer who is aware of material nonpublic information relating to the firm, any of the firm’s clients or any other private or governmental issuer of securities to buy or sell any securities of those issuers, or recommend that another person buy, sell or hold the securities of those issuers.
  
  More detailed rules governing the trading of securities by the firm’s employees and officers are set forth in the Employment Policies. Any employee or officer who is uncertain about the legal rules involving his or her purchase or sale of any firm securities or any securities in issuers that he or she is familiar with by virtue of his or her work for the firm should consult with an Appropriate Ethics Contact before making any such purchase or sale.

• Employees and officers owe a duty to the firm to advance the firm’s legitimate business interests when the opportunity to do so arises. Employees and officers are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the firm has already been offered the opportunity and turned it down. More generally, employees and officers are prohibited from using corporate property, information or position for personal gain or competing with the firm.
  
  Sometimes the line between personal and firm benefits is difficult to draw, and sometimes both personal and firm benefits may be derived from certain activities. The only prudent course of conduct for our employees and officers is to make sure that any use of firm property or services that is not solely for the benefit of the firm is approved beforehand through the Appropriate Ethics Contact.

• In carrying out the firm’s business, employees and officers often learn confidential or proprietary information about the firm, its clients/customers, prospective clients/customers or other third parties. Employees and officers must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning the firm, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. Employees and officers should refer to the policies set forth in the Employment Policies.

• We have a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each employee and officer should endeavor to deal fairly with the firm’s clients, service providers, suppliers, competitors and employees. No employee or officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

• Our focus in personnel decisions is on merit and contribution to the firm's success. Concern for the personal dignity and individual worth of every person is an indispensable element in the standard of conduct that we have set for ourselves. The firm affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This means equal opportunity in regard to each individual’s terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee. We do not tolerate any type of discrimination prohibited by law, including harassment.

• All employees should protect the firm’s assets and ensure their efficient use. All firm assets should be used for legitimate business purposes only.

• From time to time, the firm may waive certain provisions of this Code. Any employee or officer who believes that a waiver may be called for should discuss the matter with an Appropriate Ethics Contact. Waivers for employees and officers may be made only by a committee of officers.