5. EMPLOYEE CONDUCT. All Persons will comply with laws, regulations and standards that apply to us in our professional conduct.

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1 5.1 PROFESSIONAL CODE OF CONDUCT Introduction 5. EMPLOYEE CONDUCT The Partners of the Firm (the Partners ) have adopted this code of conduct (the Code ) on behalf of the Firm for the purpose of promoting: Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; Compliance with applicable laws and governmental rules and regulations; Prompt internal reporting of violations of the Code; and Accountability for adherence to the Code. This Code applies to all persons performing the functions of or services of the Firm, including Partners, employees, independent contractors or any agents engaged by Armanino (herein, Person or Persons ) Professional Integrity All Persons will comply with laws, regulations and standards that apply to us in our professional conduct. We will encourage a professional atmosphere of openness and teamwork. At all times we will maintain our objectivity, independence and professional skepticism, understanding these are critical to our professional responsibilities. We must strive to meet all of our obligations and commitments in a timely and efficient manner. Fees for our services will be fair Conflict of Interest Overview Each Person should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. In addition to and in conjunction with applicable independence standards, a conflict of interest occurs when an employee s loyalties or actions are divided between the Firm s interests and those of another, such as a competitor, supplier, or client. For example, a conflict of interest would arise if a Person, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Firm. It is the purpose of this Code to prevent a broad range of conflicts of interest, including, by way of example, lack of independence in fact, lack of independence in appearance, misappropriation of assets, fraudulent financial reporting, and nepotism. The Code provides examples of conflicts of interest under the Code, but these examples are not exhaustive. Employees unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with their immediate supervisor or Human Resources for clarification. Any exceptions to this guideline must be approved in writing by the responsible Managing Partner or to a partner to whom authority to interpret this policy is delegated by the Managing Partner Guiding Principles The overarching principle is that a Person s personal interest should not be placed improperly before the interest of the Firm or its clients and the Firm s independence must at all times not be compromised Disclosure of Potential Conflicts Each Person shall provide prompt and full disclosure to the Firm s Executive Committee, or a committee thereof assigned the task of overseeing this Code (such Executive Committee or committee thereof, as applicable, is referred to herein as the Executive Committee ), in writing, prior to entering into any material transaction or relationship which may reasonably be expected to give rise to a conflict.

2 While it is not feasible to describe all possible conflicts of interest that could develop, some of the more common conflicts that employees should avoid include the following: Using personal influence or personal relationships to influence investment decisions or financial reporting by the Firm where the Person, or a member of his or her family, would benefit personally to the detriment of the Firm or its clients; Causing the Firm to take action, or fail to take action, for the benefit of the Person, or a member of his or her family, rather than the benefit of the Firm or its clients; Working for a competitor, or potential competitor, regardless of the nature of the employment, while employed by the Firm; Accepting gifts, payment or services from those seeking to do business with the Firm; o Items occasionally gifted by clients that are valued at less than $25 are acceptable. Owning, or holding substantial interest in, a firm that is a competitor, client or supplier of the Firm; Breaching applicable independence rules as promulgated by the AICPA, SEC, and any other regulatory body; Offering or accepting kickbacks or bribes; o Do not accept gifts, services, sports tickets, entertainment and travel, transportation, or anything of value from an employee or members of the employee's family, anyone doing business with or trying to secure business with the Firm or any of its affiliates. Token gifts, such as a box of candy, calendars, pencils, and advertising materials do not constitute a violation of policy, but employees should not accept gifts that could affect judgment or actions in the performance of duties, regardless of the value of the gifts. Working for a supplier or client which would form a conflict of interest; Engaging in self-employment in competition with the Firm that would form a conflict of interest; Using proprietary or confidential Firm information for personal gain or to the Firm s detriment; Having a direct or indirect financial interest in or relationship with a competitor, client, or supplier; Using Firm property or labor for personal use; Acquiring any interest in property or assets of any kind for the purpose of selling or leasing it to the Firm; or Committing the Firm to give its financial or other support to any outside activity or organization. If a Person, or someone with whom he or she has a close relationship (e.g., a family member or close companion), has a financial or employment relationship with a competitor, client, supplier, or potential supplier, the Person must disclose this fact in writing to Human Resources. Additionally, Persons should be aware that if they enter into a personal relationship with a subordinate employee or with an employee of a competitor, supplier, or client, a conflict of interest may exist, which would require disclosure to the Firm Compliance Each Person should familiarize himself or herself with the disclosure requirements generally applicable to Armanino. Everyone should maintain skills appropriate and necessary for the performance of their professional duties for Armanino. Everyone should responsibly use and control all Armanino assets entrusted to them. Each Person should, to the extent appropriate within his or her area of responsibility, consult with other employees or agents of Armanino or its affiliates with the goal of promoting full, fair, accurate, timely and understandable disclosure in such reports and documents, files or issues.

3 To the extent that Persons participate in any Audit, Tax or Consulting Services of Armanino s clients books and records, they must do so in a way that promotes the accuracy, fairness and timeliness of those records. No one should knowingly misrepresent, or cause others to misrepresent, information or facts, whether within or outside of Armanino, including information or facts issued to interested third parties, governmental regulators and self-regulatory organizations. It is the responsibility of each Person to promote compliance with the standards, rules and regulations applicable to the practice of auditing and accounting. Any violation of this Code shall be brought promptly to the attention of the Executive Committee. Failure to do so is itself a violation of this Code Reporting and Enforcement Except as described below, the Executive Committee is responsible for applying the Code to specific situations in which questions may arise and has authority to interpret this Code in any particular situation. The Executive Committee (or its designee) shall take all action it considers appropriate to investigate any actual or potential conflicts or violations reported to it. The Executive Committee will have primary authority and responsibility for the enforcement of this Code. Armanino encourages all partners, employees and agents to report promptly any suspected violations of this Code to the Executive Committee. Armanino will not tolerate retaliation for reports or complaints regarding suspected violations of this Code that were made in good faith. Open communication of issues and concerns without fear, retribution or retaliation is vital to the successful implementation of this Code. Armanino will take such disciplinary or preventive action as it deems appropriate to address any violations of this Code that are brought to the Executive Committee's attention. This Code applies to everyone in Armanino and affiliates of Armanino, regardless of their role, position or area of practice. Breaches of the Code may result in taking disciplinary action, up to and including termination of employment or contract, and other legal remedies available under the law. 5.2 GUIDELINES FOR APPROPRIATE CONDUCT As an integral member of the Armanino team, you are expected to accept certain responsibilities, adhere to acceptable business principles in matters of personal conduct and exhibit a high degree of personal integrity at all times. Whether you are on- or off-duty, your conduct reflects on Armanino. You are, consequently, encouraged to observe the highest standards of professionalism at all times. Types of behavior and conduct that Armanino considers inappropriate include, but are not limited to, the following: Falsifying employment or other Armanino records; Violating Armanino s Equal Employment Opportunity and Non-Harassment Policy; Soliciting or accepting gratuities from clients; Excessive or habitual absenteeism or tardiness; Theft or intentional damage or misuse of Armanino property, the property of coworkers or clients; Reporting to work intoxicated or under the influence of non-prescribed drugs; Illegally manufacturing, possessing, using, selling, distributing or transporting drugs; Bringing or using alcoholic beverages on Armanino property or using alcoholic beverages while engaged in Armanino business off-premises, except where specifically authorized; Gambling on Armanino premises; Possessing weapons or unauthorized firearms on Armanino premises or while on Armanino business; Fighting or using obscene, abusive, or threatening language or gestures;

4 Disregarding safety or security regulations; Engaging in insubordination; and Failing to maintain the confidentiality of Armanino or client information. The above list is not intended to be and should not be viewed as all-inclusive. If your performance, work habits, overall attitude, conduct or demeanor becomes unsatisfactory in the judgment of Armanino, based on violations either of the above or of any other Armanino policies, rules or regulations, you may be subject to disciplinary action, up to and including termination of employment without prior warning, at the sole discretion of the Firm. 5.3 ATTENDANCE, ABSENTEEISM AND TARDINESS Armanino expects all employees to assume diligent responsibility for their attendance and promptness. You must ensure your supervisor knows where you can be reached by 9:00 a.m. each day, including whether you plan to be out of the office. If you are unable to work because of illness, or will be late, you must notify your supervisor by 9:00 a.m. For absences of more than one (1) day you must contact Armanino on each day of your absence, unless you are granted an authorized leave of absence, in which case different notification procedures apply. (See policies on leaves of absence earlier in this Employee Handbook.) Failure to properly notify Armanino results in an unexcused absence. If you are absent for more than three (3) consecutive workdays, a statement from a licensed health care provider may be required before you will be permitted to return to work. In such instances, Armanino also reserves the right to require you to submit to an examination by a physician designated by Armanino at its discretion. In addition, Armanino may require you either to submit a statement from your licensed health care provider or to be examined by a Firm-designated physician in other instances at its discretion, such as where abuse is suspected (e.g., where your record indicates a pattern of short absences and/or frequent absences before or after holidays and weekends). Absenteeism or tardiness that is unexcused or excessive in the judgment of Armanino may be grounds for disciplinary action, up to and including termination. If you fail to notify us of your absence for three (3) consecutive days, we will presume you have resigned, and we reserve the right to remove you from the payroll. 5.4 PERSONAL APPEARANCE AND DEMEANOR Discretion in style of dress and behavior is essential to the efficient operation of Armanino. You are, required to dress in appropriate attire and to behave in a professional, businesslike manner. Please use your professional judgment in determining whether to dress business casual or more formal when visiting a client s office. If there is any doubt about a client s preference, especially upon initial contact, opt towards more formal attire. Please remember to conduct yourself at all times in a way that best represents you and Armanino. Armanino guidelines for appropriate attire for Monday through Friday are as follows: Dresses and Skirts (length cannot be more than 3 inches above the knee) Jeans (nice and appropriate for work) Pants (slacks, khakis are acceptable) Tops/shirts (nice and appropriate for work; collared, sweaters, polo, mock and turtlenecks are acceptable) Firm shirts (polo, turtleneck & mock turtleneck are acceptable) The following is a list of what is not appropriate attire for Monday through Friday: Jeans that are ripped, frayed, distressed or overly embellished Exceedingly tight fitting articles of clothing (top or bottom) Low cut shirts or blouses Clothing that exposes undergarments, midriffs, etc.

5 See-through clothing, unless lined or appropriate undergarments are worn Cropped shirts, tank tops or shirts with spaghetti straps T-shirts with logos (including Firm logo) or clothing that includes printed material, in symbol or word, that can be perceived as being offensive Jogging or workout attire Shorts or skorts Athletic-style tennis shoes Flip flops NOTE: On weekends, shorts and athletic shoes may be worn in the office. Armanino is confident you will use your best judgment in following this policy. This is not an all-inclusive list; thus, management reserves the right to determine appropriateness. A rule of thumb: if unsure whether an article of clothing is acceptable, most likely it isn t. In other words, if in doubt, don t wear it. You are also required to keep your work environment clean and orderly. Before departing at the end of your workday, you should close all files and cabinets, shut down computers, and clear all work materials from desk surfaces, especially materials of a sensitive or confidential nature. Should you fail to adhere to proper Armanino standards with respect to appearance and demeanor, you are subject to disciplinary action. 5.5 NO-DATING PROVISION FOR MANAGERS/SUPERVISORS WITH A SUBORDINATE Armanino discourages supervisors and managers from dating any subordinate. Such relationships can be disruptive to the work environment, create a conflict or the appearance of a conflict of interest, and lead to charges of favoritism, discrimination, and claims of indirect sexual harassment. While Armanino has no desire to interfere with the private lives of its employees, or their off-duty conduct, where such conduct impacts upon the work environment in a negative manner, such as noted above, Armanino reserves the right to take whatever action is appropriate, in its discretion, to protect Armanino s interests. For purposes of this policy, a dating relationship is defined as a relationship that is, or may be reasonably expected to lead to the formation of, a consensual romantic or sexual relationship. If a dating relationship commences between a supervisor and his or her subordinate after the start of the working relationship, it is the responsibility and obligation of the employees involved to immediately disclose the existence of the relationship to Human Resources. The Firm will evaluate what action is necessary to eliminate the fact or appearance of conflict of interest. 5.6 EMPLOYMENT OF RELATIVES Armanino permits the employment of qualified relatives of employees as long as such employment does not, in the opinion of Armanino, create actual or perceived conflicts of interest. For the purpose of this policy, relatives are defined to include spouses, siblings, parents or any other person who is related by blood or marriage, or whose formal relationship with the employee is similar to that of persons who are related by blood or marriage such as registered domestic partners. No employee may function as judge or advocate in specific situations involving relatives. You should neither initiate nor participate in employment decisions involving a direct benefit, such as initial appointment, retention, promotion, salary, or leave of absence, to members of your immediate family. Armanino will exercise sound business judgment in the placement of related employees in accordance with the following guidelines: Individuals who are related by blood or marriage are permitted to work in the same Armanino facility, provided no direct reporting or supervisory/management relationship exists. That is, no employee is permitted to work within the chain of command of a relative such that the other relative could influence one relative s work responsibilities, salary, or career progress. No relatives are permitted to work in the same department or in any other positions in which Armanino believes an inherent conflict of interest may exist.

6 Employees who marry while employed are treated in accordance with these guidelines. That is, if, in the opinion of Armanino, a conflict or an apparent conflict arises as a result of the marriage, one of the employees will be transferred at the earliest practical time. In addition, Armanino recognizes that at times, employees and their close friends, domestic partners, or significant others may be assigned to positions that create a coworker or supervisorsubordinate relationship. Armanino will, in its discretion, exercise sound judgment with respect to the placement of employees in these situations in order to avoid the creation of a conflict or the appearance of a conflict of interest, avoid favoritism or the appearance of favoritism, and decrease the likelihood of sexual harassment in the workplace. This policy applies to all categories of employment at Armanino, including regular, part-time, interns and temporary classifications. 5.7 OUTSIDE WORK Past experience has shown that in order to permit employees to devote the necessary time and render the most effective service to our clients, they should give their exclusive attention to the work of Armanino. Accordingly, you are not permitted to undertake any tax, accounting, management advisory, or any services offered by Armanino on your own account, or any work of management of an enterprise without written permission from a Partner. This does not prohibit part-time teaching at colleges or universities with the approval of the Managing Partner. The requirement is not intended to apply to work undertaken without compensation at service clubs, or civic, professional or religious organizations, provided that the time commitments are reasonable and do not interfere with Armanino s assignments. The prohibition against outside employment also applies to members of Armanino s administrative staff. 5.8 PERSONAL USE OF ARMANINO RESOURCES Armanino has a policy in regard to the personal use of tax preparation resources (i.e., ProFx). Staff may prepare their own income tax return, plus returns for the following family members: parents, mother-in-law, father-in-law, brothers, sisters and children. Staff cannot receive any compensation for the preparation of these returns. Staff will need to receive pre-approval from a partner for preparation of all returns except for their own. Staff should not use Armanino name as the paid preparer. 5.9 ARTICLES WRITTEN FOR PUBLICATION Armanino is pleased if you should wish to prepare an article for publication. However, because of your association with Armanino, Armanino requires that any article prepared for publication on technical subjects be submitted to Armanino for its review and approval before submission to a publisher CONFIDENTIALITY OF INFORMATION It is Firm policy to ensure that the operations, activities, and business affairs of Armanino and our clients are kept confidential to the greatest possible extent. If, during your employment, you acquire confidential or proprietary information about Armanino and its clients, such information is to be handled in strict confidence and not to be discussed with outsiders. You are also responsible for the internal security of such information. Confidential Information means all information, not generally known, belonging to, or otherwise relating to the business of the Firm or its clients, customers, suppliers, vendors, affiliates or partners, regardless of the media or manner in which it is stored or conveyed, that the Firm has taken reasonable steps to protect from unauthorized use or disclosure. As an example, Confidential Information may include (but is not limited to) information you learn about or develop in connection with your employment with the Firm, such as: (i) product information, features, roadmaps, plans, specifications, designs, costs and revenue; (ii) techniques and methods for developing or improving products; (iii) client lists and data, (iv) non-public financial information, which may include revenues, profits, margins, forecasts, budgets, and other financial data; (v) marketing and advertising plans, strategies, tactics, budgets and studies; (vi) business and operations strategies; (vi) the identities of the key decision makers at the Firm s vendors, suppliers, or other business partners; (vii) the particular needs and preferences of the Firm s suppliers and business partners, and the Firm s approaches and strategies for satisfying those needs and preferences; (viii) contracts, credit procedures and terms; (ix) research and development plans; (x) information

7 relating to proposed or ongoing acquisitions or takeovers by or on behalf of the Firm; (xi) trade secrets; and (xii) other non-public, commercially valuable know-how. In addition, you are prohibited from engaging in securities transactions on the basis of information not available to the general public and which, if known to outsiders, might affect their investment decisions. The dissemination of such information to others who might make use of that knowledge to trade in securities is also prohibited. You will be asked at the time of hire to sign a confidentiality agreement to acknowledge your awareness of, and reaffirm your commitment to, this policy. If found to be violating this policy at any time, you are subject to disciplinary action, up to and including termination, and may also be subject to civil and/or criminal penalties for violations of, among other things, applicable securities laws. All matters relating to a client s affairs must be kept confidential. You must not discuss your work or the client s business with anyone except members of the Firm who are involved with the client. Due care should also be taken when discussing client matters that outsiders do not overhear the conversation. We should be careful in talking to one client about another in the same industry so as not to raise doubts about the security of information. Also, we should never respond to inquiries from the news media about our clients unless specifically directed to do so by the client, and only then it will be up to the Partner-in-Charge to respond CARE OF WORKING PAPERS AND RECORDS Armanino s working papers, records and computer devices used in connection with client assignments are confidential. You are individually responsible for exercising special care in safeguarding working papers and records. During an assignment at the client's office, any working papers not used by you must be stored in a briefcase or bag. Working papers, which are transported to/from a client s office, should be securely locked in your trunk. Armanino s working papers and records should never be left in your automobile overnight. In addition, you should never, at any time, leave computer laptops in your car. Working papers must never be released to any persons or organizations outside Armanino unless approved by the Partner in charge of the client. When fieldwork has been completed in the client's office, the working papers should be returned to the office as soon as possible and placed in the file. Armanino s programs, questionnaires, and other forms should likewise be protected as carefully as working papers CARE OF CLIENT S RECORDS When applicable, staff members should ask client personnel to obtain all needed records and materials from their files and to return same. The records and files should be returned in the same condition they were in when received. Client records should never be taken from the premises without the client s permission. When it becomes necessary to reproduce a client's record or account, it should be done by client personnel whenever possible CONFIDENTIAL INFORMATION RELATED TO ARMANINO Confidential matters, such as compensation, fees, and billing rates, should not be discussed with client personnel. You should politely refuse to respond to the client s inquiries regarding such confidential matters. Any questions from the client as to the scope of our examination or working papers should be referred to the Partner in charge of the engagement. All correspondence, forms, journals, and documents sent to a client s office should be addressed to the attention of the appropriate individual and the envelope should be marked CONFIDENTIAL. All confidential material should be shredded before it is discarded. Stationary or forms on which Armanino s name appears may not be used for personal matters at any time. Armanino s letterhead can be used only for matters related to Armanino s business or professional activities, and then only as approved by a Partner or manager. Misuse or unauthorized disclosure of Firm s Confidential Information may result in immediate termination, as well as potential personal and criminal liability.

8 You may not use or disclose Firm s Confidential Information for any reason five (5) years after your employment relationship with the Firm ends. On termination of employment, whether voluntary or involuntary, all Firm documents, computer records, and other tangible Firm s property in your possession or control must be returned to the Firm immediately OTHER CLIENT MATTERS Transactions with Clients Money and gifts of material value should not be accepted from clients. You may not borrow money from client's personnel, cash personal checks in a client s office, or request special favors, such as, e.g., special discounts or the use of vacation homes or facilities. If a client voluntarily offers merchandise at a special discount to a staff member, approval must be obtained from the Partner in charge of the engagement Client s Office Regulations Staff members are expected to observe the client's office regulations regarding parking, coffee breaks, smoking, lunch hours, and others, if applicable. Working hours should be adjusted to the client's office hours whenever possible. Telephone calls made from or to a client s office should be kept to a minimum and personal cell phone calls should not be made during working hours (unless it is a personal emergency) Relationships with Clients Should you have any financial dealings with a client or if you are related to a client, officer, or an employee who has a responsible position in a client's organization, then that information must be brought to the attention of the Partner in charge of the engagement Discovery of Client Irregularities If you discover or suspect evidence indicating possible theft, defalcation, embezzlement, or any other irregularity on the part of the client or client personnel, you must report the circumstances at once to the Partner or manager of the engagement. The matter is not to be discussed with the client, officers, or employees of the client NON-SOLICITATION You understand and agree that during your employment, and for a period of one (1) year after termination of your employment for any reason, and within the geographic area where Armanino has a presence or employee, you shall not induce or attempt to induce any employee, agent or consultant of the Firm to terminate his or her association with the Firm. Additionally, except as necessary to carry out job duties while employed by the Firm, you shall not directly call upon or solicit any of the clients of the Firm or potential clients that you know of or develop a relationship with during employment with the Firm. As used herein, client means any person or company listed as such on the books of the Firm GLOBAL ANTI-CORRUPTION POLICY Consistent with the Firm s commitment to excellence, integrity, honesty, and respect, the Firm does not tolerate any form of bribery or corruption. It has been and continues to be the policy of the Firm to conduct its operations and activities in compliance with the letter and the spirit of all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act ( FCP ), the United Kingdom s Bribery Act ( Bribery Act ), Anti-Unfair Competition Law, and Interim Rules of the State Administration for Industry and Commerce on Prohibition of Commercial Bribery, and other laws applicable in the countries in which the Firm operates (collectively, Applicable Global Laws ). This Global Anti-Corruption Policy (in this Section 5.16, the Policy ) applies to all employees and third parties employed by or affiliated with the Firm, and prohibits Improper Payments made in connection with Firm business or on behalf of the Firm. For the purposes of this Policy, the term Improper Payments includes a broad range of unlawful payments of money or anything of value or any advantage (which does not need to be financial) made or given in order to

9 influence favorably some decision affecting the Firm s business, to obtain an improper advantage, to induce or reward improper performance, for the personal gain of an individual, or where the payment or advantage itself is improper. These types of payments are illegal and unethical. Improper Payments are not limited to cash payments, but include corrupt: gifts; entertainment, meals, and travel; in-kind contributions and professional services (and/or discounts or credits on the same); business, employment, or investment opportunities; uncompensated or discounted use of Firm services, facilities, or property, except as authorized by the Firm; assistance to, or support of, family members and friends; and other benefits or advantages. Prohibited Bribery of Covered Official(s): The Firm and all employees or third parties employed by or affiliated with the Firm are prohibited from giving, promising, offering, or authorizing, directly or indirectly, an Improper Payment to a Covered Official, or to a Close Family Member of a Covered Official, or to any other person at the request of the Covered Official or with the Covered Official s assent or acquiescence. The Firm also prohibits any Improper Payment, promise, offer or authorization of the giving of an Improper Payment to anyone while knowing it will be given to or shared with a Covered Official, Close Family Member of a Covered Official, or other designee. For the purposes of this Policy, Covered Official means: anyone acting in an official capacity or exercising a public function for or on behalf of: a national, regional, or local government (whether in a legislative, administrative or judicial capacity or function), an agency, department, or instrumentality of a national, regional, or local government, a government-owned or government-controlled company or enterprise, or a public international organization, such as the United Nations, the World Bank, or the World Trade Organization; or a political party, party official, candidate for political office, or anyone acting in an official capacity on behalf of any of the foregoing. For the purposes of this Policy, the term Close Family Member includes: any spouse, parent, grandparent, sibling, child, niece, nephew, aunt, uncle or first cousin, whether through blood or marriage; the spouse of any of these people; and any other individual that shares the same household with the Covered Official. Certain legitimate benefits for Covered Officials are permissible. The Firm permits payments or other benefits for Covered Officials within a certain narrow set of exceptions and only as lawful under the laws applicable to that payment or benefit, including the written laws of the Covered Official s country. These exceptions allow for bona fide business expenses related to promoting, demonstrating, or developing the reputation, services, and/or experience of the Firm. Prohibited Commercial Bribery: The Firm and all employees, or third parties employed by or affiliated with the Firm are prohibited from offering, promising, or giving an Improper Payment, including any bribe, kickback or payoff, to a supplier, client, or other third party. Prohibited Receipt of Bribes: No employee, or third party employed by or affiliated with the Firm may solicit, request, agree to receive or accept directly or indirectly any financial or other advantage or anything of value that is related to inducing or rewarding improper performance or services by any employee, or third party employed by or affiliated with the Firm. Violations: The consequences of failing to comply with the Policy and Applicable Global Laws are potentially severe. Violations of the Applicable Global Laws can result in a loss of business by and/or monetary fines against

10 the Firm, and can subject employees, and third parties employed by or affiliated with the Firm to criminal fines and imprisonment. In addition, employees or third parties employed by or affiliated with the Firm who violate the Policy are subject to disciplinary action (including possible termination of employment) and/or termination of affiliation with the Firm. Reporting Obligations and Additional Information: Any employee, or third party employed by or affiliated with the Firm having reason to believe that a violation of the Policy may have occurred is required to report the activity to the employee s Partner-in-Charge or Department Head with whom they are comfortable communicating, or to Human Resources. The Firm will take no retributive or retaliatory action against anyone making such a report in good faith. All employees and third parties employed by or affiliated with the Firm are expected to be familiar with this Policy as well as the anti-corruption laws of the jurisdictions in which they practice or provide services to or on behalf of the Firm. Questions regarding this Policy or applicable anti-corruption laws should be addressed to Human Resources.