Sample Company Inc

Compliance Manual
March 20xx

Sample Company Inc 20xx

1
 Table of Contents

1. Introduction
1.1 Scope
1.2 Employee Responsibility
1.3 Purpose

2. General Principles for the Conduct of Sample Company's Business

2.1 Integrity
2.2 Skill, Care and Diligence
2.3 Compliance with Law and Regulations
2.4 Conflicts of Interest
2.5 Information about Clients
2.6 Protection of Client Assets
2.7 Responsibility of Individual Business Units
2.8 Monitoring and Enforcement

3. Promulgation and Amendment of Policies and Procedures

3.1 Promulgation
3.2 Amendments

4. Monitoring and Enforcement of Operating Policies and Procedures

4.1 General
4.2 Compliance Committee
4.3 Chief Executive Officer
4.4 Audit Committee
4.5 Business Unit Heads

5. Investment Guidelines
5.1 Purpose of Investment Guidelines
5.2 Adoption of Investment Guidelines
5.3 Amendment or Waiver of Investment Guidelines
5.4 Documentation of Guidelines - General
5.5 Documentation of Guidelines Individual Business Units
5.6 Compliance with Investment Guidelines

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6. Contractual Relationships and Signatory Authority
6.1 The Role of a Contract
6.2 Review of Contracts
6.3 Signature Authority
6.4 Caveat: Proper Approval is Required Despite Signature
Authority
6.5 Oral Contracts
6.6 Apparent Authority

7. Client/Counterparty Information
7.1 Know Your Client/Counterparty: Rationale
7.2 Know Your Client/Counterparty: Policies
7.3 Suitability of Transactions
7.4 Prevention of Money Laundering
7.5 Reporting of Suspicious Transactions

8. Confidential Information
8.1 Summary of Obligations
8.2 Confidential Information and Confidentiality
8.3 Proprietary Information
8.4 Access to Confidential Information: Need to Know & No
Conflict
8.5 Trading or Account Information
8.6 Research Department Information
8.7 Use of Confidential Information by Sample Company
8.8 Release of Confidential Information to Third Parties
8.9 Confidentiality Agreements
8.10 Use of Confidential Information for Personal Benefit
8.11 Insider Dealing
8.12 Security Measures: Oral Discussion of Confidential Information
8.13 Security Measures: Confidential Information in Written Form

9. Conflicts of Interest
9.1 Awareness and Recognition of Conflicts of Interest
9.2 Avoidance of Conflicts of Interest
9.3 Resolution of Conflicts of Interest
9.4 Objective and Impartial Advice
9.5 Restrictions on Transactions
9.6 Outside Business Activities of Employees
9.7 Transactions by Sample Company with Related Persons of
Employees

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10. Personal Account Dealings
10.1 General Requirements and Objectives
10.2 Scope of Application
10.3 Reporting and Disclosure of Personal Account Transactions
10.4 Prohibition of Insider Dealing
10.5 Prohibition of "Front Running" & "Scalping"
10.6 Prohibition of Certain Other Transactions: General Restrictions
10.7 Prohibition of Certain Other Transactions: Ad Hoc Restrictions
10.8 Exception for IPOs
10.9 Holding Period for Personal Account Investments
10.10 Additional Requirements for Certain Categories of Employees
10.11 Permission to Deal
10.12 Penalties / Dismissal

11. Corporate Communications: Business and Official Correspondence

11.1 Business Correspondence
11.2 Official Correspondence
11.3 Confidentiality
11.4 Mail Tracking System

12. Corporate Communications: Public Relations and Marketing

12.1 General Considerations
12.2 Content and Form
12.3 Compliance with Legal Requirements
12.4 Approvals
12.5 Solicitation of Business

13. Complaints / Litigation

13.1 Complaints and Requests for Remedies
13.2 Reporting of Complaints
13.3 Handling and Resolution of Complaints
13.4 Litigation and Administrative Proceedings

14. Other Policies and Procedures

14.1 Credit Risk
14.2 Accounts, Records and Files
14.3 Gifts
14.4 Improper Payments
14.5 Board service undertaken for the benefit of Sample Company

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 List of Schedules

Schedule A Signature Authority for Bank and Securities Accounts

Schedule B Personal Account Dealing Request
Schedule C Mail Tracking System

List of Appendixes

Appendix 1 Asset Management Department

1._ Account Opening Procedures
1._ Handling Client Money
1._ Margin Trading
1._ Collective Investment Funds & Fund Management

Appendix __ Private Equity

Appendix __ Investment Banking

Appendix __ Corporate Finance Advisory

Appendix __ Capital Markets

Appendix __ Marketing & Sales

Appendix __ Research

Appendix __ Finance & Administration

Appendix __ Operations Department

Appendix __ Legal Department

Appendix __ Information Technology Department

Appendix 12 Anti-Money Laundering Policy and Procedures

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 Sample Company Inc
Compliance Manual
March 20xx

1. Introduction

1.1 Scope

This Manual sets out policies and procedures to be observed in the

conduct of Sample Company's business. The main text elaborates
certain fundamental policies and procedures that are applicable
to all aspects of Sample Company's business. The Appendices
contain more particularized policies and procedures applicable to
individual Business Units.

References to "this Manual" include both the main text and the
specific Business Unit policies and procedures contained in the
Appendices, and any amendments made to them from time to
time.

The Table of Contents (at pages 2-3) shows the topics covered by
this Manual, including the individual Business Units represented in the
Appendices.

The Business Units recognized are:

Asset Management Investment Banking

Equity Corporate Finance Advisory
Debt & Structured Products Capital Markets
Portfolio Advisory Services Marketing & Sales
Private Equity Research
Finance/Administration Business Development
Information Technology Legal
Operations

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 The policies and procedures set out in this Manual are applicable to
all Sample Company employees.

Reference is also made to the Sample Company Employee

Handbook (available on Sample Company's Intranet), which sets
out various information and rules relating to the employment
relationship between Sample Company and its employees,
including inter alia, policies governing hiring, hours, compensation,
leave, termination and workplace conduct.

1.2 Employee Responsibility

It is the responsibility of every Sample Company employee to read,

understand and comply with the policies and procedures
contained in this Manual, including all policies and procedures
applicable to the relevant individual Business Unit(s).

This Manual will be updated from time to time. To facilitate

reference by all employees, a copy of the most current version of
this Manual will be posted electronically on Sample Company's
Intranet. Access to certain Appendices may be limited to
employees engaged in the activities of the relevant Business Unit.

A number of physical copies of this Manual will also be maintained

at Sample Company's offices.

This Manual does not and cannot cover every issue and every
situation that may arise, but it sets out a wide range of basic policies
and procedures for the guidance of all Sample Company
employees in their business conduct. Questions about policies or
procedures, or about their application in particular situations, should
be directed in the first instance to the relevant Business Unit Head.

1.3 Purpose

Success in the investment and financial services industry depends

upon reputation and trust. Sample Company's operating policies
and procedures, as set out in this Manual, are based upon
principles representing the highest industry standards. They are
intended to ensure that Sample Company's business is conducted
in accordance with sound business practices and is conducted
honestly and ethically.

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In particular, the policies and procedures contained in this Manual
are intended to achieve the following goals in relation to the
conduct of Sample Company's business:

(i) a high level of professional skill, care and diligence at all

levels, including attention to risk management;

(ii) honest and ethical conduct, including the avoidance or

equitable resolution of actual or apparent conflicts of
interest;

(iii) compliance with applicable laws, rules, and regulations,

including timely, accurate and understandable disclosure of
information.

This Manual is for internal use by employees of Sample Company

only. The contents are proprietary and confidential and may be
disclosed to third parties only if authorized or if required by law, and
in either case in accordance with the provisions of 8.8 below.

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2. General Principles for the Conduct of Sample Company's Business

Each employee has a responsibility to Sample Company, its clients

and shareholders. The following are basic principles that reflect the
highest professional standards and that all employees are expected
to abide by in conducting Sample Company's business:

2.1 Integrity

Employees must act honestly and fairly in their dealings with clients,
investors, supervisory and regulatory authorities, shareholders, the
general public, and with each other.

2.2 Skill, Care, and Diligence

Employees must act with due professional skill, care, and diligence
in relation to the interests of clients, Sample Company and its
business.

2.3 Compliance with Laws and Regulations

Employees must comply with all statutory and regulatory

requirements applicable to their business activities at Sample
Company. This includes requirements established and/or
administered by the Central Bank, the Ministry of Economy and
Commerce (especially the Commercial Companies Law and
regulations promulgated thereunder), the Securities and
Commodities Authority, the Department of Economic
Development, the Financial Market and the Stock Exchange.

In addition, Sample Company and its employees must comply with

all laws and regulations that govern the activities of Sample
Company in foreign jurisdictions in which it conducts business.

2.4 Conflicts of Interest

Employees should strive to avoid any conflicts of interest. If conflicts

nevertheless arise, they should ensure that their personal interests
and/or the interests of Sample Company are not unfairly or
inappropriately placed above the interests of clients, and that the
interests of certain clients are not unfairly or inappropriately placed
above the interests of other clients.

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2.5 Information about Clients

Sample Company should obtain from clients and/or counterparties

sufficient current information about them to satisfy legal
requirements and to make a reasonable determination whether it is
appropriate, for legal or other reasons, for Sample Company to do
or continue to do business with them. In addition, Sample
Company employees should obtain from clients such information
about their finances, personal circumstances, goals and objectives,
as might reasonably be expected to be relevant in enabling
Sample Company to fulfill its responsibilities to them.

2.6 Protection of Client Assets

Where Sample Company has control of or is otherwise responsible

for safeguarding assets belonging to a client, suitable protection
should be arranged for those assets in accordance with the
appropriate regulatory, contractual or fiduciary responsibility which
has been accepted.

2.7 Responsibility of Individual Business Units

Each Business Unit should organize and control its internal affairs in a
responsible manner, keeping proper records, ensuring that each
staff member is suitable, adequately trained and properly
supervised, and that it has well-defined policies and procedures in
place which are complied with by each staff member.

All new or proposed business activities, including products, services,

mandates, acquisitions, investment transactions and/or business
alliances, should be subject to review and comment at an early
stage from multiple perspectives (including business, financial,
operational, legal and compliance) in order to identify, confirm and
prioritize Sample Company's goals, interests and constraints.

2.8 Monitoring and Enforcement

Sample Company's policies and procedures must include provisions

for monitoring and enforcing compliance with those policies and
procedures, including the assignment of responsibility for
monitoring, investigating and responding to actual or suspected
violations.

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Employees must call attention to facts or circumstances which
constitute, or are indicative of, any violation of the policies set out in
this Manual, so that the same can be investigated and remedied or
otherwise disposed of in accordance with the established
procedures.

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3. Promulgation and Amendment of Operating Policies and
Procedures

3.1 Promulgation

This Manual has been approved by resolution of the Board of

Directors of Sample Company at its meeting on 6 February 20xx and
shall be effective from 1 March 20xx.

3.2 Amendments

Amendments and additions to this Manual, including its

Appendices, may be validly promulgated by the Chief Executive
Officer, on the recommendation of the Compliance Committee.

Amendments and additions to the policies and procedures of

individual Business Units contained in the Appendices to this Manual
may be validly promulgated by the relevant Business Unit Head,
with the approval of the Compliance Committee and the Chief
Executive Officer.

In each case, any material amendments shall be promptly notified

to the Audit Committee of the Board of Directors ("the Audit
Committee"), which shall have the right to rescind or further amend
any such amendments, and to the Board of Directors. The failure of
the Audit Committee to act within one month of such notification
shall be deemed to constitute ratification.

Amendments and additions to this Manual, including its

Appendices, may also be validly promulgated by the Audit
Committee, or by the Board of Directors, each acting on its own
initiative.

All amendments and additions to this Manual shall be promptly

advised to all concerned employees of Sample Company.

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4. Monitoring and Enforcement of Operating Policies and Procedures

4.1 General

It is the responsibility of all employees of Sample Company to

comply with the policies and procedures established by this
Manual, including its Appendices. Monitoring and enforcement of
compliance shall be coordinated by the Compliance Committee,
which shall report to the Chief Executive Officer and directly to the
Audit Committee.

4.2 Compliance Committee

The Compliance Committee comprises Sample Company's Chief

Legal Officer, Chief Financial Officer and Head of Operations. The
Compliance Committee is responsible for:

Drafting and updating policies and procedures to comply

with applicable laws and regulations, including those of the
Central Bank, the Ministry of Economy and Commerce, the
Securities and Commodities Authority, the Department of
Economic Development, the Financial Market, the Securities
Market and the Stock Exchange;

Reviewing and ratifying Business Unit policies and procedures

and providing advice and support to the Business Units in the
development of such policies and procedures;

Ensuring compliance with the policies and procedures in

accordance with this Manual by conducting in-house
compliance audits on a periodic basis, and at least semi-
annually;

Investigating reported or suspected violations of policies and

procedures;

Recommending remedial action and/or sanctions in case of

violations;

Monitoring correspondence and liaison with regulatory

authorities; and

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 Reporting to the Chief Executive Officer and directly to the
Audit Committee on all compliance-related matters,
including recommended changes to policies and
procedures, the results of periodic audits, the results of
investigations, and any remedial actions taken or
recommended.

Action may be taken by the Compliance Committee in

accordance with such rules and procedures as it may decide, or
otherwise by a vote of two of the three members thereof. Sample
Company's Chief Legal Officer shall serve as Chairman of the
Compliance Committee for administrative purposes. Proceedings
of the Compliance Committee shall be minuted. Minutes and
correspondence of the Compliance Committee shall be kept at the
Legal Department.

The Compliance Committee may, in its discretion, delegate the

responsibility for certain determinations, subject always to its overall
supervision, and may request and engage the assistance of outside
professionals, if in its judgment this is appropriate for the effective
and conscientious performance of its responsibilities.

In case of matters involving possible violations by a member of the

Compliance Committee, that member shall not participate in the
deliberations of the committee and action shall be taken on its
behalf by the remaining two members. If more than one member
of the Compliance Committee is so implicated, the matter shall be
referred to the Audit Committee for disposition.

4.3 Chief Executive Officer

With respect to compliance with the policies and procedures

established by this Manual, the Chief Executive Officer is responsible
for:

Monitoring the Compliance Committee's conduct of its

responsibilities;

Reviewing the reports and recommendations of the

Compliance Committee; and

Implementing remedial action and/or imposing sanctions in

case of violations, or referring such matters to the Audit

14
 Committee for action, if such referral is considered more
appropriate.

4.4 Audit Committee

The Audit Committee comprises three members of the Board of

Directors of Sample Company, elected by the Board. The Audit
Committee is responsible to the Board of Directors and to the
shareholders of Sample Company. With respect to compliance
with the policies and procedures established by this Manual, the
Audit Committee is responsible for:

Ratification or adoption of amendments to this Manual as

provided in 3.2;

Supervision of the Compliance Committee's conduct of its

responsibilities;

Reviewing the reports and recommendations of the

Compliance Committee;

Implementing remedial action and/or imposing sanctions in

case of violations, if such action by the Audit Committee is
considered appropriate; and

Periodic reporting to the Board of Directors in relation to

compliance matters.

The Audit Committee shall carry out its responsibilities in

accordance with such rules and procedures as it may decide.

4.5 Business Unit Heads

Each Business Unit Head is responsible for:

Defining and updating the Business Unit policies and

procedures consistent with the general policies and
procedures set out in this Manual;
Ensuring awareness by all Business Unit employees of relevant
legal and regulatory requirements and internal procedures,
and any amendments thereto, and of how to comply with
those requirements and procedures.

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 The day-to-day compliance by the Business Unit with this
Manual and in particular the specific policies and procedures
of the concerned Business Unit;
Pro-active supervision and monitoring of personnel within
his/her Business Unit to detect breaches of compliance;
Management of conflicts of interest that may affect the
Business Unit;
Maintenance of appropriate records relating to compliance
with policies and procedures; and
Reporting on compliance-related matters to the Compliance
Committee.

Discussion of compliance-related issues (if any) should be included

in the agenda of periodic meetings of the employees of each
Business Unit and should be minuted accordingly. The Minutes shall
be kept at the office of the Business Unit Head and circulated to the
Compliance Committee.

Each Business Unit Head is responsible for reporting to the

Compliance Committee, as and when they arise, any instances of
non-compliance with applicable policies and procedures, any
remedial measures taken to restore compliance, and any other
compliance-related issues.

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5. Investment Guidelines

5.1 Purpose of Investment Guidelines

Investment guidelines are an important means of implementing and

enforcing chosen investment strategies and decisions, as well as
managing risk, by mandating the application of certain
fundamental principles and/or limitations, and thereby restricting
the exercise of individual discretion on an ad hoc basis.

In addition to rules concerning the qualitative nature of permitted

investments, investment guidelines normally include quantitative
limitations intended to restrict exposure to various contingencies.
One particularly important purpose of investment guidelines is to
mandate diversification of investments as a means of reducing
overall risk.

Investment guidelines may limit investments in many ways, for

example: the aggregate total funds allocated to particular business
activities; country exposure; currency exposure; sector or industry
exposure; single company exposure; type of investment opportunity
(e.g., mature company vs. start-up private company versus listed
company); minimum expected return; exit strategy; etc.

Certain guidelines may be intended to ensure compliance with

statutory or regulatory requirements.

Investment guidelines may sometimes be called by other names,

such as investment policies, investment restrictions or investment
limitations. For purposes of this discussion, "investment guidelines"
includes all statements of Sample Company investment policy
which are intended to be binding on Sample Company and its
employees that is, principles or rules which are mandatory
subject only to specified conditions or approvals for waiver.

5.2 Adoption of Investment Guidelines

Investment guidelines may be adopted at various different levels

within the management hierarchy of Sample Company. In
particular, they may be adopted by the Board of Directors, the
Executive Committee, the Chief Executive Officer and/or the
individual Business Unit Heads.

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 Investment guidelines may apply to all or only some Business Units or
activities. For example, investment guidelines may be adopted by
the Board of Directors with respect to Sample Company generally
or with respect to particular Business Units or activities, or they may
be adopted by an individual Business Unit with respect to its own
affairs or the affairs of a particular investment product (e.g., a fund
managed directly or indirectly by Sample Company).

The resulting investment guidelines may be overlapping, but they

are hierarchical. Thus, the investment guidelines adopted by an
individual Business Unit may be more detailed and/or more stringent
than the investment guidelines adopted by the Board of Directors,
but they may not authorize any investment that would be
prohibited by the guidelines adopted by the Board.

5.3 Amendment or Waiver of Investment Guidelines

Because investment circumstances change, investment guidelines

may generally be amended or waived. Amendment or waiver of
investment guidelines must be approved by the same authority by
which the concerned guidelines were adopted, unless that
authority or the guidelines themselves make other provisions for
amendment or waiver.

Investment guidelines for entities other than Sample Company, but

which are controlled or managed by Sample Company, may have
their own procedures for amendment or waiver. For example, in
the case of mutual funds established or managed by Sample
Company, amendment or waiver of those guidelines must be in
accordance with the prospectus of the relevant funds.

5.4 Documentation of Guidelines - General

Sample Company shall maintain an official file containing all

current and past investment guidelines adopted by the Board of
Directors, the Chief Executive Officer and/or Business Unit Heads,
and any amendments or waivers thereto, showing in each case the
date of and the authority for such adoption, amendment or waiver.

Duplicate files shall be maintained by at least the following

departments: Chief Executive Officer, Finance, Legal, and
Operations.

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5.5 Documentation of Guidelines Individual Business Units

Each individual Business Unit shall maintain a file containing all

current and past investment guidelines applicable to that Business
Unit, including guidelines adopted by the Board of Directors, the
Chief Executive Officer and or the relevant Business Unit Head, and
any amendments or waivers thereto, showing in each case the
date of and the authority for such adoption, amendment or waiver.

All Business Unit employees shall be required to read, and to certify

that they have read, the most current investment guidelines
(including amendments) applicable to their Business Unit.

5.6 Compliance with Investment Guidelines

All proprietary investments by Sample Company must be in

accordance with the applicable investment guidelines adopted by
Sample Company. The Chief Financial Officer is responsible to
ensure that systems are in place to monitor compliance.

All investments by Sample Company for the account of third

parties, including discretionary client accounts and mutual funds or
other products managed directly or indirectly by Sample Company,
must be in accordance with the investment guidelines applicable
to such accounts, if any. The relevant Business Unit Heads are
responsible to ensure that systems are in place to monitor
compliance with respect to activities undertaken by Business Units
under their respective control.

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6. Contractual Relationships and Signature Authority

6.1 The Role of a Contract

All business relationships (for example, the purchase or sale of goods

or securities, the performance of services by or for Sample
Company, the loan or investment of funds, or co-operation in a joint
venture) should be memorialized in the form of a contract. The
contract is a document (or sometimes two or more documents)
identifying the parties who are agreeing, describing what they are
agreeing to do, and showing evidence of their consent or
agreement (usually but not exclusively evidenced by signature).

The contract can and should be referred to in order to ascertain the

obligations of the parties in case of doubt or disagreement. But
contracts are not just reminders; they also create expectations,
reliance and obligations. If the need arises for adjudication of a
dispute by a third party, whether a court or an arbitrator, the
contract will normally be the starting point for inquiry.

It is a fundamental principle of law in most jurisdictions that the

intention of the parties, as shown in the contract, should be
enforced, unless there exist compelling principles of law or public
policy that override the contractual provisions.

6.2 Review of Contracts

Because of the role that contracts play in determining the

expectations, rights and obligations of the parties, all contracts
entered into by Sample Company or its subsidiaries should be
carefully reviewed and/or negotiated prior to execution.

Legal Review. In general, the provisions of all contracts to be

entered into by Sample Company should be drafted or reviewed
by the Legal Department and approved by the Legal Department
and the relevant Business Unit Head. This is strictly required for all
contracts directly relating to the core business activities of Sample
Company, being private equity transactions (including financing),
corporate finance advisory (including financing and underwriting),
and financial services (including asset management, fund
management, and brokerage).

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 Exceptions to Legal Review. In recognition that the level of review
should be commensurate with the nature and significance of the
contract, contracts for routine office services, equipment
maintenance, etc., may be satisfactorily reviewed and approved
by the relevant Business Unit Head alone (e.g., Administration,
Information Technology), provided that the obligations of Sample
Company under the concerned contract do not exceed $[50,000]
in amount or extend for a term of more than one year (unless a
contract for a longer term contract is terminable on three months
notice or less). The assistance of the Legal Department in reviewing
the proposed contract may nevertheless be requested at the
discretion of the relevant Business Unit Head.

6.3 Signature Authority

In general, signature authority (i.e., the ability to bind Sample

Company by signature on its behalf) should be expressly
documented in writing. Counterparties may reasonably demand
this in connection with many business transactions.

Sample Company's Articles of Association provide, at Art. 24, that

"The right to sign on behalf of the company shall be vested
individually in each of the Chairman of the Board of Directors or the
Vice Chairman or any executive manager so authorized by the
Board."

The Board of Directors has exercised its authority to designate

signatories on behalf of Sample Company, as follows:

Bank and Securities Accounts. By a Board of Directors resolution

dated 4 March 20xx, the Chairman and the Chief Executive
Officer are authorized, by their joint signatures, to open, operate
and close any and all bank and securities accounts on behalf of
Sample Company, and to delegate their authority to others
within limits specified by the Board of Directors.

In the exercise of that authority, the Chairman and the Chief

Executive Officer have from time to time designated signature
authority more particularly. Current signature authority for bank
and securities accounts is appended as Schedule A.

Transactional Authority. The Board of Directors (and the

Executive Committee), in its resolutions approving specific
business transactions for which such approval is required,

21
 customarily designates signatories to negotiate and execute
documentation in implementation of approved transactions.

6.4 Caveat: Proper Approval is Required Despite Signature Authority

With respect to transactions requiring approval in accordance with

Sample Company's Investment Guidelines (see 5 above) or other
applicable requirements, the existence of signature authority by
virtue of any of the authorizations specified in 6.3 above does not
eliminate the need for proper approval of the substance of the
transaction.

The designation of authorized signatories represents a convenience

intended to enable the specified individuals to implement
approved transactions on behalf of Sample Company without the
need to demonstrate the existence of signature authority to third
parties on a case-by-case basis. However, it is the responsibility of
any signatory on behalf of Sample Company, whether the
Chairman or Vice Chairman or Chief Executive Officer or anyone
signing by delegation of authority from any of the foregoing, to
ensure that any commitments undertaken by the signatory on
behalf of Sample Company have in fact been properly approved.

6.5 Oral Contracts

Contracts may be valid even if they are not in writing. An oral

contract may be binding and fully enforceable. This is particularly
the case in relation to securities trading, as to which the law in most
jurisdictions honors trade usage whereby the oral contract is fully
enforceable.

Nevertheless, in the event of a dispute concerning an oral contract,

it is often difficult to prove that an agreement existed, or to prove
details of the agreement. For this reason, reliance should not be
placed on oral contracts unless it is absolutely necessary, in which
case every effort should be made to memorialize the terms of the
contract promptly thereafter, and to solicit confirmation in writing.
See also Appendix __ with respect to asset management activities
in particular.

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6.6 Apparent Authority

Third parties are generally entitled to assume (unless they have

actual knowledge to the contrary) that Sample Company
employees have authority to commit the company with respect to
matters that are within the normal scope of their day-to-day
responsibilities and that would customarily be within the authority of
a person holding a similar position in another company in the .
Accordingly, in dealing with third parties, all employees should be
careful that they do not mislead others as to their authority to
commit Sample Company and/or that they do not purport to
commit Sample Company with respect to matters that are not, in
fact, within their power to decide.

23
7. Client/Counterparty Information

7.1 Know Your Client/Counterparty: Rationale

There are both positive and negative reasons for the "know your
client" rule. In order to provide conscientious and responsible
financial services, Sample Company must have a reasonable
understanding of the client's financial circumstances, financial
sophistication and financial goals. Moreover, clients who do not
have a good understanding of the nature of financial investments,
or of particular products in which they wish to invest, or who have
unrealistic expectations, are more likely to be disappointed.

In addition, Sample Company will not enter into relations with

individuals or companies whose activities fall outside the law or
contravene the principles that guide Sample Company. This is a
matter of sound business practice no client is worth having at the
risk of justifiable damage to Sample Company's reputation but in
many cases, it is also now a violation of various laws to do business
with such persons. Thus, the failure to screen clients may subject
Sample Company to legal sanctions.

7.2 Know Your Client/Counterparty: Policies

Before an account is opened for a new client, and before a

mandate is accepted or a contract entered into with a
counterparty, the Business Unit Head must ensure that the relevant
Business Unit's "Know Your Client/Counterparty" (or "KYC")
procedures are completed in order to establish whether it is
appropriate for Sample Company to do business with that person or
entity.

The continued acceptability of existing clients and counterparties

must also be monitored. This involves ensuring that the information
upon which the acceptability decision was based remains
accurate and complete despite the passage of time. Confirmation
or updating of client information should generally be conducted at
least every two years.

Where there is any doubt as to the acceptability of a client or

counterparty, the Business Unit Head and the Compliance
Committee should be consulted.

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 Each Business Unit must maintain a register of prospective clients or
counterparties for whom it has declined to open an account or with
whom it has declined to conduct business. Details of the
prospective client or counterparty together with a contact name
within Sample Company who can provide further details if
necessary should be entered on the register for future reference.
The Compliance Committee will maintain a master register.

7.3 Suitability of Transactions

If Sample Company advises a client on the sale or purchase of

investments or acts as a discretionary investment manager or
otherwise has or undertakes a duty to assess the suitability of a
particular transaction, employees performing such responsibilities
must ensure that they understand the client's financial
circumstances and investment objectives sufficiently well to select
suitable investments. This is a rule of general application founded
on the requirement to act in the best interests of clients. The client
information form, questionnaire or checklist for the relevant Business
Unit should be completed by the relevant account officer together
with each client. It should be initialed by the account officer and
approved by the Business Unit Head, and should be reviewed by all
other employees who may subsequently take up responsibility for
that client, whether permanently or temporarily.

7.4 Prevention of Money Laundering

"Money laundering" refers to any transaction aimed at concealing

and/or changing the identity of illegally obtained money, so that it
appears to have originated from legitimate sources, when in fact it
has not. The considers it extremely important to ensure that monies
earned through criminal activities are not run through the financial
system for the benefit of criminals, irrespective of where the crime
was committed.

The two main money laundering concerns of law enforcement

authorities globally are the proceeds from drug trafficking and
terrorist activities, but international legislation extends to the
proceeds of any serious criminal activity, including also, for
example, theft, extortion, kidnapping, bribery, tax evasion, and
trade in endangered species.

25
 Sample Company must comply with Central Bank anti-money
laundering procedures and other applicable international anti-
money laundering rules and regulations in order to meet its legal
responsibilities. The basic requirements are set out in Central Bank
Circular xxx (Appendix _).

More specific rules and procedures are specified in Appendix _

(Anti-Money Laundering Policy and Procedures), which includes
examples of certain kinds of transactions that should be regarded
as suspicious and may require further inquiry and/or reporting (see
7.5).

7.5 Reporting of Suspicious Transactions

Sample Company and its employees are required by law and by

Central Bank regulations to report any transactions by clients that
are suspected to involve money laundering.

For this reason, any transaction by a client that is instructed or

undertaken through Sample Company and that raises suspicions of
money laundering must be reported immediately to the relevant
Business Unit Head and to the Compliance Committee. The
Business Unit Head should promptly conduct an investigation and
assessment of the circumstances and convey this to the
Compliance Committee for further action. The Chief Executive
Officer and all concerned personnel should be informed of the
disposition of the matter by the Compliance Committee.

Various kinds of transactions and/or circumstances that could be

encountered in the course of Sample Company's business and that
may be indicative of money laundering are briefly described in Part
3 of Appendix _ (Anti-Money Laundering Policy and Procedures).
All employees involved in Asset Management, Investment Banking,
Operations and Sales must read Appendix _, must be alert to the
kinds of transactions and/or circumstances described there, and
must report any occurrences as described above.

26
8. Confidential Information

8.1 Summary of Obligations

Any employee who possesses confidential information has a

responsibility to keep that information confidential, even within
Sample Company, until it is made public. Consistent with the
foregoing, all confidential information may be disclosed within the
Company only to persons who have a right and need to know it in
order to carry out their job responsibilities.

Confidential information should not be discussed with family,

relatives, or business or social acquaintances. Employees should be
discreet with such information and not discuss business matters in
places where they can be overheard, such as elevators,
restaurants, taxis and airplanes. Employees may not disclose
confidential information on a selective basis, or use such information
for the benefit of themselves or others.

8.2 Confidential Information and Confidentiality

In the course of their employment with Sample Company,

employees will come into possession of, or will have access to, a
wide variety of information from sources both within Sample
Company and outside, which is not in the public domain. This
information may belong to or relate to Sample Company, its clients,
potential clients, parties with whom Sample Company does
business or intends to do business, COMPANY's affiliates or
subsidiaries, its shareholders, directors, officers or employees and/or
any other individuals or entities.

Employees should assume that all non-public or unpublished

information obtained or created in the course of employment is
confidential information. This information must be protected as
confidential information by each employee who has knowledge of
or access to such information. Wrongful disclosure or abuse of
confidential information is prohibited for reasons of good business
practice and to avoid harm to Sample Company's reputation, as
well as legal liability. Employees should be alert to, and should assist
each other to avoid, possible inadvertent breaches of
confidentiality.

Each Business Unit must develop and maintain its own particularized
procedures to avoid unauthorized access to and disclosure of

27
 confidential information, consistent with the general policies set
forth below.

8.3 Proprietary Information

In addition to being confidential, information compiled or created

by employees of Sample Company in the course of their
employment is proprietary. That is, such information is the property
of Sample Company, which owns it. Proprietary information
includes, for example, client lists and client trading activities, terms
and/or fees offered to particular clients, strategic plans internally
generated information and analyses of investment banking
transactions, analytical models created by research analysts,
information about new product development and/or marketing
plans, computer databases, legal and administrative forms,
research reports, Sample Company indices and software
developed internally.

Because proprietary information belongs to Sample Company, no

employee may use such information for personal benefit or share it
with anyone outside Sample Company, without the prior express
consent of the relevant Business Unit Head. Employees may not
take proprietary information with them when leaving Sample
Company, or use it for the benefit of a new employer.

8.4 Access to Confidential Information: Need to Know & No Conflict

Access to items of confidential information should be restricted to

employees and professional advisors of Sample Company who
satisfy two criteria:

(a) They have a legitimate need to know such information for

purposes of the proper and conscientious performance of their
business responsibilities on behalf of Sample Company. This is
the "Need To Know" principle.

(b) They have no responsibilities or duties, whether to Sample

Company or its clients, that are likely to give rise to a conflict of
interest or misuse of the information that give rise.

As a general rule, employees engaged in private equity, investment

banking and/or corporate finance activities should not convey
confidential information they receive to employees with trading,
advisory or sales functions.

28
8.5 Trading or Account Information

Information about Sample Company's trading activity, whether for

itself, its funds or its clients, is both confidential and proprietary. No
employee may divulge the current portfolio positions, or current or
anticipated portfolio transactions, programs or studies, of Sample
Company or any Sample Company client or any fund managed by
Sample Company, directly or indirectly, except as required by the
employee's legitimate job responsibilities.

8.6 Research Department Information

Anytime Sample Company is considering introducing or changing

any benchmark or making or changing any report or
recommendation that could have a material impact on any
security, the process of considering, decision on and announcing
that change must be kept confidential. In particular, trading and
funding employees, and the employees responsible for making
investment decisions, should not be given such information before it
is made available to the public.

8.7 Use of Confidential Information by Sample Company

Persons having access to or knowledge of confidential information

disclosed to Sample Company by another party for a particular
purpose or transaction may only use such information in relation to
the purpose or transaction for which the information is held.

In order to avoid the possible unauthorized disclosure and/or misuse

of confidential information between Business Units and/or within
Business Units, procedural or information barriers (often called
"Chinese Walls") may sometimes be set up to restrict access to such
information and requirements may be imposed for crossing the
barriers. If necessary, such barriers may extend to physical
segregation of personnel and records. The decision to establish
such barriers shall be made by the relevant Business Unit Head(s) or
other senior management. See also 9.3 (Resolution of Conflicts of
Interest).

In addition, in some cases, in order to avoid even the appearance

of possible abuse of confidential information, certain restrictions
may be imposed by management on the activities of Sample

29
 Company and/or its employees, as further described in 9.5
(Restrictions on Transactions).

8.8 Release of Confidential Information to Third Parties

Confidential information may not be released to third parties (i.e.,

persons other than Sample Company employees), whether private
or official, except with the approval of the relevant Business Unit
Head. In case of doubt, the Legal Department should be
consulted.

Shareholders and clients of Sample Company are third parties for

the purpose of this rule. Shareholders and clients are not entitled to
disclosure of confidential information that is in the possession of
Sample Company and its employees.

In the case of release of information to official parties (i.e.,

government or regulatory authorities), all information proposed to
be released should be reviewed for responsiveness and accuracy.

In all cases, the information so released should be identified as

confidential.

8.9 Confidentiality Agreements

In the case of authorized release of information to private parties

(other than professional advisors such as lawyers or accountants
who by custom are under an obligation of client confidentiality), it is
normally appropriate to obtain a written acknowledgement and
undertaking of confidentiality. This determination should be made
by the relevant Business Unit Head. See also 8.8 (Release of
Confidential Information to Third Parties).

Likewise, Sample Company may sometimes be requested to

execute a confidentiality agreement before receiving confidential
information from a counterparty. All confidentiality agreements
entered into by Sample Company must be reviewed and approved
by the Business Unit Head and/or the Legal Department.

If Sample Company has received confidential information that is

subject to a confidentiality agreement, all Sample Company
employees who have access to the confidential information so
received must abide by the terms and conditions of the
confidentiality agreement.

30
8.10 Use of Confidential Information for Personal Benefit

Confidential information must not be used by employees of Sample

Company for personal benefit, whether direct or indirect. See also
10 (Personal Account Dealings). Indirect benefit includes the
benefit of any related person. For this purpose, a related person
includes a spouse or partner, minor children, parents, siblings,
siblings in-law or other relatives of the individual, as well as any
company, partnership or other entity or association in which the
employee or a related person has a significant interest, and may
include a trustee of a trust of which the beneficiaries include the
employee or any related person.

8.11 Insider Dealing

"Insider dealing" is a special case of the misuse of confidential

information. It consists of dealing in securities in public markets on
the basis of material non-public information.

Material information means information that would reasonably

affect an investors decision to buy, sell or hold securities, or would
be likely to affect the price of the relevant securities or otherwise
have a significant market impact. Examples of material information
in relation to the securities of a company include:

- The pending acquisition or disposition of a substantial asset.

- Information about earnings or sales.
- A decision to increase or decrease dividends.
- A stock split, stock dividend or other recapitalization.
- Calls, redemption or other purchases of a company's securities.
- Major management changes.
- A proposal or agreement for a merger.
- News about products, contracts, mineral discoveries, etc.
- Information about regulatory or litigation proceedings.
- Information about details of an IPO or tender offer.
- An upcoming positive or negative research report.

An "insider" includes all those who receive non-public information in

relation to public securities. This includes employees of the
concerned company, its auditors, lawyers, bankers, investment
bankers, financial printers, and anyone else who has received the

31
 information from any such persons, directly or indirectly. See also
10 (Personal Account Dealings).

The prohibition on insider dealing applies not only to individuals but

to companies as well, including Sample Company itself. This
presents a potential problem for any diversified financial services
firm, since one part of the firm may have material non-public
information about a certain company while other parts of the firm
may wish to buy or sell that company's securities or recommend a
purchase or sale of such securities. In general, this requires
particular attention to restricting the flow of confidential information
from employees engaged in investment banking, corporate
finance and capital markets functions (all of whom are relatively
likely to come into possession of material non-public information) to
other employees engaged in trading or client advisory functions.

Insider dealing is prohibited by law and regulations in many

jurisdictions, and is punishable by fines and/or imprisonment.

8.12 Security Measures: Oral Discussion of Confidential Information

Confidential information should not be discussed in public areas

within or outside Sample Company. Access to meetings or
conference calls within Sample Company at which confidential
information is discussed should be restricted to those persons who
have a valid business reason for being there.

Mobile telephones and video-conferencing are not necessarily

secure and should be used with appropriate caution in case of
sensitive information.

Employees must conduct their personal business and social

activities in such a way that they do not inadvertently create the risk
of disclosing confidential information.

8.13 Security Measures: Confidential Information in Written Form

Documents containing confidential information should not be left in

public areas and should be stored so as to minimize the risk of
unauthorized access when not in use.

For confidential information in computerized form, proper

authorization and/or secure passwords should be required to
access the information. It should be noted that even if an

32
electronic message or other electronic data has been deleted by
an employee, it may nevertheless be retained on the IT system and
may be capable of retrieval by skilled personnel.

Unsupervised access to Sample Company's offices by visitors is not

permitted.

Fax communications sent to business organizations are typically

seen by individuals other than the addressee alone. If
confidentiality is in doubt as a result, special arrangements should
be made, for example by monitoring for receipt, or by faxing to a
private number. When sending faxes, the number(s) should be
double checked to ensure that the message is not sent to
unintended recipients.

E-mail communication is also not necessarily secure and should be

used with corresponding caution in case of sensitive information.
Before sending an e-mail message containing confidential
information, the names of the addressee(s) and any cc's or bcc's
should be double checked to ensure that the message is not sent to
unintended recipients.

If it is considered important that certain documents or information

be specifically identified as confidential, they should be marked as
"CONFIDENTIAL" by a notation or stamp. However, the fact that
information is not specifically marked as "confidential" does not
mean that it need not be treated as confidential.

33
9. Conflicts of Interest

9.1 Awareness and Recognition of Conflicts of Interest

Sample Company conducts diverse investment, advisory and

financial services activities and may from time to time be faced
with potential or actual conflicts of interest. These may arise
between the interests of different clients; between the interests of
Sample Company and a client; between the interests of the clients
of different Business Units; and between the interests of different
Business Units of Sample Company.

Conflicts may also arise between the interests of Sample Company

and/or its clients and the interests of individual Sample Company
employees.

Conflicts of interest may involve not only matters of ethics, but

matters of law as well, such as the prohibitions on insider trading on
the basis of material non-public information (see 8.11 (Insider
Dealing)).

Sample Company employees should be alert to and should

endeavor to avoid situations which may present conflicts of interest.
The possibility of conflicts of interest should be one of the factors
that is expressly considered when new investments, new mandates,
new clients or new activities are reviewed for approval by
responsible management.

The existence of actual or apparent conflicts of interest affecting

one or more Business Units should be advised to the Compliance
Committee by the relevant Business Unit Head(s), along with the
measures proposed to address the conflict, if any. The Legal
Department is available to assist in the first instance in reviewing the
options. In case of uncertainty or disagreement about the
appropriate response, the Compliance Committee shall convene a
meeting of the affected Business Unit(s) and the relevant
employees of Sample Company (and/or its subsidiaries), with notice
to the CEO, in order to decide on a resolution.

The remainder of this 9 sets out principles to be applied in relation

to the problem of conflicts of interest generally. 10 (Personal
Account Dealings) sets out additional rules intended to avoid
and/or resolve conflicts of interest involving the interests of
individual employees of Sample Company.

34
 With respect to the acceptance of gifts that may create or appear
to create a conflict of interest, see 14.3 (Gifts).

9.2 Avoidance of Conflicts of Interest

The two most important institutional safeguards against conflicts of

interest are:

(1) Separation of responsibilities among Sample Company

employees, so that an individual employee is not required to
act in conflicting capacities. It is the responsibility of
management to organize and oversee employee
responsibilities accordingly, and it is the responsibility of
employees to recognize and alert management if and when
they nevertheless find themselves faced with conflicting
obligations.

(2) Observance of the principles of confidentiality of information,

as discussed in 8.

9.3 Resolution of Conflicts of Interest

If and when conflicts of interest arise, all clients are entitled to fair
and impartial treatment. This is ultimately a matter of good
professional judgment. Depending on the circumstances, however,
it may be possible to minimize the effect of conflicts by various
means, for example by any or all of the following:

disclosing the possible conflicts to the clients and, if

appropriate, seeking the clients' consent to proceed with the
concerned activities.

establishing and following internal rules for confidentiality as

described in 8.

establishing information barriers (often called "Chinese Walls")

to restrict the internal communication or unauthorized use of
confidential information likely to expose Sample Company or
its employees to conflicts of interest. If necessary, such
barriers may extend to physical segregation of personnel and
records. The decision to establish such barriers shall be made
by the relevant Business Unit Head(s) or other senior
management.

35
 adopting express restrictions on specified categories of
transactions or activities by Sample Company and/or its
affiliates, as further described in 9.5.

declining to act for the concerned client(s) in relation to one

or more matters or transactions.

In most circumstances, it is desirable to make a written record of the

nature of the conflict of interest that has arisen and of the steps that
have been taken to resolve it.

9.4 Objective and Impartial Advice

If in relation to transactions or proposed transactions as to which

COMPANY is advising a client, an employee is aware that Sample
Company (or the employee personally) has a material interest in
the transaction or has a relationship which gives rise to a conflict of
interest, the employee must nevertheless remain objective and
impartial when advising the client, keeping the legitimate interests
of the client foremost.

9.5 Restrictions on Transactions

The restrictions that may be adopted in relation to Sample

Company's activities in order to address the possibility of conflicts of
interest may apply to, for example, trading as a principal; soliciting
orders; giving investment advice; providing investment banking
advice; executing orders; distributing research; or employee
dealing in personal accounts; and may include a total or partial
ban or a requirement of prior notification and approval.

The Audit Committee, the Chief Executive Officer and/or the

Compliance Committee may from time to time, on the
recommendation of the concerned Business Unit Head or otherwise,
impose temporary restrictions on specified dealings by Sample
Company or its controlled entities, and/or on employee personal
account dealings, in specified transactions or securities or
categories of transactions or securities, as considered necessary or
desirable in view of Sample Company's activities in relation to
particular clients or transactions or otherwise. Such restrictions may
be applicable to all Business Units and/or employees or only to
certain Business Units and/or certain categories of employees.

36
 Management must ensure that each relevant Business Unit is
notified (and each such Business Unit must ensure that its employees
are notified) of any transactions or clients or third parties as to which
Sample Company's activities (and/or employee transactions) are
restricted, the specific activity or activities which are restricted, and
the duration of the restriction(s).

The Compliance Committee will maintain a register recording all

such restrictions that have been adopted (the Register of Restricted
Transactions).

With respect to such restrictions on employee dealing in personal

accounts, see also 10 (Personal Account Dealings).

9.6 Outside Business Activities of Employees

Sample Company does not permit employees to have outside

employment, to serve on boards of directors of commercial or
professional companies, to raise funds for such companies, to
participate in their management, or to provide services which
would include becoming involved in consultations or negotiations
for corporate financings, acquisitions or other transactions for such
companies (whether for compensation or otherwise), without the
prior approval of the Chief Executive Officer (or, for the Chief
Executive Officer, without the prior approval of the Audit
Committee).

No employee may accept a position as trustee, executor or

custodian, or as any other fiduciary, or as a private investment
adviser or counselor for any outside account, without the prior
approval of the Chief Executive Officer (or, for the Chief Executive
Officer, without the prior approval of the Audit Committee).

In any such instance, the requisite approval may be subject to a

written undertaking or understanding and shall be communicated
to the Compliance Committee.

With respect to service by an employee or director of Sample

Company as a director of another company, where such service is
undertaken for the benefit of Sample Company, see 14.5 (Board
service undertaken for the benefit of Sample Company).

37
9.7 Transactions by Sample Company with Related Persons of
Employees

9.7. 1 Sample Company shall not contract for the provision of

goods or services from individuals or entities that are related persons
(as defined in 9.7.3) of management employees, unless the
following principles are observed: (a) the relationship shall be
disclosed to the relevant decision-makers and in writing to the
Compliance Committee, which must give its approval and may
impose certain conditions; (b) the concerned employee shall play
no part, formally or informally, in the decision to contract with the
related person; and (c) the contract shall, to the extent feasible, be
based upon competitive bidding.

9.7.2 Sample Company shall not provide professional

services to individuals or entities that are related persons (as defined
in 9.7.3) of management employees on terms not available to
similarly situated individuals or entities that are not related persons,
without the prior approval of the relevant Business Unit Head and
the Chief Executive Officer (or, in case of a related person of the
Chief Executive Officer, without the prior approval of the Audit
Committee).

9.7.3 For the purpose of this 9.7, a related person includes

a spouse or partner, minor children, parents, siblings, siblings in-law
or other relatives of the individual, as well as any company,
partnership or other entity or association in which the employee or a
related person has a significant interest, and may include a trustee
of a trust of which the beneficiaries include the employee or any
related person.

38
10. Personal Account Dealings

10.1 General Requirements and Objectives

Sample Company's reputation depends not only on the professional

abilities of its employees, but on the application of those abilities
towards the interests of Sample Company and its clients and
shareholders. The policies and procedures set out in this 10 are
intended to avoid personal conflicts of interest and misuse of
privileged or confidential information as well as to ensure that
employees do not spend a significant amount of their time at work
engaging in personal account dealings.

Sample Company encourages its employees to manage and

develop their own financial resources through long-term
investments and discourages employees from engaging in short-
term speculative trading. In addition, Sample Company
encourages its employees who wish to invest in The region securities
to do so through mutual investment funds sponsored by Sample
Company.

The legitimate desire to improve personal financial situations must

not be allowed to result in abuse of an employee's position for
personal benefit, or to adversely affect an employee's professional
judgment on behalf of Sample Company or its clients, or to distract
from full-time work responsibilities. A pattern of short-term or
frequent trading activity is inconsistent with this policy and may
subject an employee to disciplinary action, independent of the
merits of any particular transaction(s).

For all of the above reasons, Sample Company reserves the right to
require full reporting of employee investments and/or monitoring of
employee trading in securities, to restrict trading in any security by
any employee, and to require cancellation of any trade or
liquidation of any position maintained for an employee's account, if
the interests of Sample Company require it. Restrictions on trading
may be imposed by the Compliance Committee, the Chief
Executive Officer, the Audit Committee or the Board. Restrictions
may be recommended by any Sample Company employee.

The policies to be observed in this regard are intended to reflect not

only specific legal and regulatory requirements, but also evolving
industry standards internationally.

39
 In particular, in order to enable Sample Company to monitor
personal account transactions by employees, all dealing in and The
region investments for the account of Sample Company employees
and connected persons (as defined in 10.3.1(b)) shall be
conducted and disclosed as provided in 10.3.

In addition, all employees must disclose to the relevant Business Unit

Head and to the Compliance Committee any interest that they
hold, directly or indirectly through a connected person (as defined
in 10.3.1 (b)), in any client or counterparty of Sample Company.

10.2 Scope of Application

The policies and procedures contained in this manual apply to

personal account dealings in all categories of investments in which
Sample Company transacts on behalf of itself and its clients,
including all of the following categories of investments, except as
otherwise expressly provided:

Equity securities.

Debt instruments, including debentures, debenture stock,

loan stock, bonds, certificates of deposit and other
instruments creating or acknowledging indebtedness,
whether issued by government or public or private entities.

Other government and public sector securities.

Warrants, options or other instruments entitling the holders to

subscribe for equity, debt, government and/or public
securities.

Certificates (e.g. GDRs or ADRs) representing securities which

confer property rights in or over equity, debt, government
and/or public securities, warrants or other instruments.

Instruments representing hybrids of any of the above.

Derivative instruments linked primarily to any or all of the

above.

Contractual participations in interests in any or all of the

above.

40
 Interests in collective investment vehicles (including mutual
funds, unit trusts and consortia) investing primarily in any or all
of the above.

10.3 Reporting and Disclosure of Personal Account Transactions

10.3.1 For the purpose of this 10:

(a) "The region investments" means all of the categories of

investments listed in 10.2, if those investments are issued or
created by or in respect of companies or other commercial
or governmental entities in the The region, including
investments in The region entities made through investment
vehicles established in other jurisdictions, but excluding the
exercise of stock options pursuant to a stock option plan
operated by Sample Company.

(b) A "connected person" includes all immediate family

members of the employee and any other person to whose
support the employee contributes, as well as any company,
partnership or other entity or association (including a so-
called "investment club") in which the employee or a
connected person has a significant financial interest and/or
management rights, and may include a trustee of a trust of
which the beneficiaries include the employee or any
connected person; provided that the Compliance
Committee may exclude from this definition persons other
than members of the employee's immediate household who
would otherwise be connected persons but who are shown
to transact regularly and independently of the employee
and without any benefit to the latter.

10.3.2 All employees must disclose to the Compliance

Committee, at the commencement of their employment by
Sample Company (or, for persons who are employees at the date
of promulgation of this Manual, immediately following the date of
promulgation) all The region investments held for their account
and/or the account of any connected persons.

10.3.3 In order to enable Sample Company to monitor

personal account transactions by employees, all trading in The
region investments for the account of Sample Company employees
and/or connected persons must be undertaken through Sample
Company itself, and no other intermediary, in accordance with

41
 procedures to be established. All such transactions shall be subject
to review by the Compliance Committee.

10.3.4 In consideration of the requirement to trade in the

region investments only through Sample Company, Sample
Company will not charge transaction-related fees to employees in
situations in which no such fees would have been incurred if the
employee had transacted through an authorized intermediary
other than Sample Company.

10.3.5 All employee transactions should be instructed using

the normal procedures for clients of Sample Company. For
example, in the case of oral instructions, these should be given by
means of Sample Company's recorded telephone lines.

10.3.6 The Compliance Committee shall have the right to

require full explanation and documentation of the details of any
transaction in the region investments by an employee or a
connected person, including disclosure of all relevant accounts
and confirmation from any intermediary(ies).

10.3.7 The Compliance Committee may also require full

disclosure, explanation and documentation of any other investment
transactions by any employee, or of the employee's relationship to
transactions by any other person, if the Compliance Committee
determines that this is necessary in order to confirm that the
provisions of this 10 have not been violated.

10.3.8 Information disclosed to the Compliance Committee

pursuant to this 10.3 shall be kept confidential, except to the
extent that reasonable investigation or disciplinary action makes
further disclosure necessary or appropriate.

10.4 Prohibition of Insider Dealing

"Insider dealing" is a special case of the misuse of confidential

information and is detailed in 8.11. However, because of its
importance, it is repeated here in the context of personal account
dealings.

Insider dealing consists of dealing in securities in public markets on

the basis of material non-public information. Material information
means information that would reasonably affect an investors
decision to buy, sell or hold securities, or would be likely to affect

42
 the price of the relevant securities or otherwise have a significant
market impact. Examples of material information in relation to the
securities of a company include:

- The pending acquisition or disposition of a substantial asset.

- Information about earnings or sales.
- A decision to increase or decrease dividends.
- A stock split, stock dividend or other recapitalization.
- Calls, redemption or other purchases of a company's securities.
- Major management changes.
- A proposal or agreement for a merger.
- News about products, contracts, mineral discoveries, etc.
- Information about regulatory or litigation proceedings.
- Information about details of an IPO or tender offer.
- An upcoming positive or negative research report.

An "insider" includes all those who receive non-public information in

relation to public securities. This includes employees of the
concerned company, its auditors, lawyers, bankers, investment
bankers, financial printers, and anyone else who has received the
information from any such persons, directly or indirectly. The
prohibition on insider trading applies not only to individuals but to
companies as well, including Sample Company itself.

Insider dealing is prohibited by law and regulations in many

jurisdictions, including the , and is punishable by fines and/or
imprisonment.

10.5 Prohibition of "Front Running" & "Scalping"

Employees must not seek to benefit from their knowledge of the

trading orders by Sample Company or its clients, or by any fund or
other collective investment vehicle sponsored and/or managed by
Sample Company, by trading for the employee's account in
advance of such trades in order to take advantage of price
changes expected to result from them ("front-running").

Employees must not seek to benefit from their knowledge of the

trading plans of Sample Company or its clients, or of any fund or
other collective investment vehicle sponsored and/or managed by
Sample Company, by trading for the employee's account on the
basis of price differentials reflected in or expected to result from
such plans, or expected to result from changes in Sample

43
 Company's own forthcoming research recommendations
("scalping").

10.6 Prohibition of Certain Other Transactions: General Restrictions

In relation to certain categories of transactions, the existence of an

impermissible conflict of interest on the part of Sample Company
employees may be presumed. Accordingly, employees may not
carry out personal account dealings in any of the following
circumstances, without the prior written approval of the
Compliance Committee in accordance with 10.11:

10.6.1 participation in any private placement of an The region

investment in relation to which Sample Company has
provided professional services, or involving a client,
counterparty or competitor of COMPANY, unless approved
by the Compliance Committee or the Audit Committee.

10.6.2 transactions in investments in entities for which Sample

Company is publicly known to be acting in a corporate
finance capacity; provided that employees shall be
permitted to participate in initial public offerings (IPOs) in
accordance with the provisions of 10.8.

10.6.3 transactions in investments in entities with which Sample

Company is known by the employee, but not by the
general investing public, to be engaged (whether as an
advisor, counterparty, lender or otherwise) in transactions
material to the entity.

10.6.4 purchase or sale of investments to or from Sample

Company or a client of Sample Company.

10.7 Prohibition of Certain Other Transactions: Ad Hoc Restrictions

The Audit Committee, the Chief Executive Officer and/or the

Compliance Committee may from time to time, on the
recommendation of the concerned Business Unit Head or otherwise,
impose temporary restrictions on specified dealings by Sample
Company or its controlled entities, and/or on employee personal
account dealings, in specified transactions or securities or
categories of transactions or securities, as considered necessary or
desirable in view of Sample Company's activities in relation to
particular clients or transactions or otherwise. Such restrictions may

44
 be applicable to all Business Units and/or employees or only to
certain Business Units and/or certain categories of employees.

Management must ensure that each relevant Business Unit is

notified (and each such Business Unit must ensure that its employees
are notified) of any transactions or clients or third parties as to which
Sample Company's activities (and/or employee transactions) are
restricted, the specific activity or activities which are restricted, and
the duration of the restriction(s).

The Compliance Committee will maintain a register recording all

such restrictions that have been adopted (the Register of Restricted
Transactions).

10.8 Exception for IPOs

Notwithstanding 10.6.2, employees shall be permitted to

participate in initial public offerings (IPOs) in the (or in other
jurisdictions or transactions in which the IPO shares are allocated on
a pro rata basis) by entities for which Sample Company has acted
in a corporate finance capacity, unless employee participation is
prohibited by other applicable restrictions, and subject to the
requirements that employee investments in such IPOs must be:

(a) concluded at least five (5) days prior to the date the issue is
closed to the public;

(b) held for no less than two (2) months from the date of allocation
of the issue; and

(c) made on terms no more favorable than those available to

Sample Company and its clients.

Sample Company management may impose additional restrictions

or may prohibit employee participation in any IPO, if it deems such
action reasonable under the circumstances.

10.9 Holding Period for Personal Account Investments

The region investments in listed securities made for the personal

account of an employee or a connected person must be held for a
minimum period of seven (7) days unless written notice and
explanation is given to the Compliance Committee within one
working day of any disposition within a shorter period.

45
10.10 Additional Requirements for Certain Categories of Employees

For certain categories of Sample Company employees, the

existence of an impermissible conflict of interest in relation to certain
investment transactions may be presumed, and such transactions
may be restricted accordingly.

The list below imposes certain such restrictions. Sample Company

reserves the right to modify these restrictions and to impose
additional restrictions on additional categories of employees.
Employees may not carry out personal account dealings in any of
the following circumstances without the prior written approval of
the Compliance Committee in accordance with 10.11:

Investment Banking and Private Equity

10.10.1 Investment banking, capital markets, corporate finance

and private equity employees may not buy or sell any
security of an issuer or acquisition target with respect to
which their departments are currently performing
professional services; provided that participation in initial
public offerings (IPOs) shall be permitted to the extent
specified in 10.8.

Employees who are not assigned to the investment

banking, capital markets, corporate finance or private
equity departments, but who nevertheless work from time
to time on investment banking, capital markets, corporate
finance and/or private equity activities, are subject to the
foregoing restrictions with respect to any transactions on
which they have worked or have otherwise obtained
insider knowledge.

10.10.2 Other employees, including particularly business

development, sales and marketing and other employees
may not buy or sell any security of an issuer, new issuer or
acquisition target in relation to which they have
knowledge that Sample Company is currently performing
professional services through its investment banking,
capital markets, corporate finance or private equity
departments; provided that participation in initial public

46
 offerings (IPOs) shall be permitted to the extent specified in
10.8.

Asset Management / Capital Markets

10.10.3 Personal transactions by asset management or capital

markets employees may not make use of any knowledge
or indication they may have of the investments, strategy or
timing of any fund or other collective investment vehicle
sponsored and/or managed by Sample Company, or of
any individual client(s) of Sample Company, and all
personal transactions must be conducted in such a
manner as not to give rise to the appearance of improper
use of any such knowledge.

10.10.4 In particular, subject to 10.9, asset management or

capital markets employees, including fund managers,
portfolio advisors, relationship managers and other
employees whose workplace is in Sample Company's
Dealing Room or who otherwise have knowledge of
specific investment decisions or recommendations by
asset management employees, may not buy or sell a
security within three (3) calendar days before and after
any fund or portfolio sponsored and/or managed by
Sample Company (or a subsidiary) effects a transaction in
the same security, except with the prior approval of the
Head of Asset Management and the Compliance
Committee. For this purpose, a "fund or portfolio" means
any collective investment vehicle, whether or not
denominated as a fund, and any portfolio over which
Sample Company (or a subsidiary) has discretionary
investment authority. Requests for permission to deal shall
be submitted using the "Personal Account Dealing
Request" form attached as Schedule B to this Manual.

Research

10.10.5 Research Department employees are subject to the

restrictions applicable to asset management employees,
as specified in 10.10.3. In addition, Research
Department employees (and other employees who have
advance knowledge of the content of investment reports
or recommendations by the Research Department) may
not transact in any security during the period from six

47
 weeks before to two working days after the publication of
a Research Department report or recommendation on
such security or on the country and industry encompassed
by such security.

For this purpose, two working days shall be counted as 48

hours from the time of publication, for materials published
on a working day in or any other relevant market, or, if
publication occurs on a non-working day in Dubai, then
two working days shall be the first two full working days in
following publication.

Senior Executives

10.10.6 Senior executives (including without limitation the Chief

Executive Officer, Chief Operating Officer, Chief Financial
Officer, Chief Legal Officer and Head of Operations)
having supervisory authority or advisory responsibilities in
relation to investment banking, capital markets, corporate
finance, and/or private equity services or transactions,
and/or having knowledge of investment decisions or
recommendations by asset management employees or
reports or recommendations by the Research Department,
shall be restricted to the same extent as the relevant
operating employees.

10.11 Blackout Periods for Trading in Sample Company Shares

Employees, including any connected persons, are prohibited in

transacting in shares of Sample Company during the period from 14
days prior to the end of each calendar quarter until immediately
after publication of Sample Company's financial results for that
quarter.

10.12 Permission to Deal

Employees must seek permission to deal for their personal account

in the circumstances listed in 10.6 and 10.10 by submitting the
"Personal Account Dealing Request" form attached as Schedule B
to this Manual, to their Business Unit Head in the case of 10.6, or to
the Head of Asset Management in the case of 10.10. The Business
Unit Head or Head of Asset Management will consider whether the
request is acceptable and will pass the request to the Compliance
Committee with a recommendation to refuse or accept the

48
 request. The permission to deal will lapse at the end of the second
business day following the day on which permission was granted.
The Compliance Committee has discretion to refuse permission in
any circumstances, and may grant permission subject to such
conditions as it sees fit.

10.13 Penalties / Dismissal

Personal account dealing in violation of the foregoing provisions

constitutes a serious offense. In case of violation, Sample Company
reserves the right to require termination of non-complying account
relationships, reversal of any transaction(s) in question (where
feasible) and may, in its discretion, impose a penalty in the form of
a fine (not to exceed the profit on the transaction(s) in question)
and/or dismissal from employment. Certain violations may also
constitute violations of law and may be referred to the appropriate
authorities.

49
11. Corporate Communications: Business and Official Correspondence

11.1 Business Correspondence

Business correspondence includes all forms of written

correspondence with shareholders, clients, prospective clients,
counterparties and others in relation to their actual or prospective
business affairs and interests or the actual or prospective business
affairs and interests of Sample Company.

In business correspondence, employees will normally be perceived

as representatives of Sample Company. Therefore, all business
correspondence should be carefully considered and carefully
drafted and should be professional in tone, consistent with the
context.

E-mail is a critically important form of business correspondence. E-

mails are easily preserved and reproduced in writing. Accordingly,
when drafting material to be sent by e-mail, the same care should
be taken as for other forms of communication, e.g. letters or faxes.

The writer should always remember that once a written

communication is sent, it is impossible to control who may
subsequently see it, or when, or in what circumstances. Employees
should also be aware that even if an electronic message has been
deleted, it may be retained on the relevant system.

The writer must not make offers, commitments or representations on

behalf of Sample Company that are beyond his/her authority, and
must not pretend to have authority that he/she does not in fact
have.

Correspondence, other than correspondence with customary

correspondents of the writer on routine matters, should be subject
to prior review by or discussion with the relevant Business Unit Head.
All business correspondence must be available on a real time basis
to the relevant Business Unit Head, whether by circulation of a copy
or by deposit in a register maintained by the Business Unit.

All business correspondence is subject to review by the Chief

Executive Officer and/or the Compliance Committee.

11.2 Official Correspondence

50
 Correspondence with government offices, departments and
regulatory bodies should be signed by the Chairman, the Chief
Executive Officer, any other designated signatories, or the relevant
Business Unit Head.

All official correspondence, certifications, questionnaires, etc.

should be carefully reviewed prior to dispatch, since once
information is entered in government files, it can be very difficult
and time consuming to correct it.

Otherwise, the principles applicable to business correspondence

(see 11.1) are applicable to official correspondence as well.

11.3 Confidentiality

If it is considered important that certain documents or information

be specifically identified as confidential, they should be marked as
"CONFIDENTIAL" by a notation or stamp. However, the fact that
information is not specifically marked as "confidential" does not
mean that it need not be treated as confidential. Confidentiality
depends on the nature of the information, the context of disclosure
and/or any express contractual undertakings.

Fax communications sent to business organizations are typically

seen by individuals other than the addressee alone. If
confidentiality is considered to be in doubt as a result, special
arrangements should be made, for example by monitoring for
receipt, or by faxing to a private number. When sending faxes, the
number(s) should be double checked to ensure that the message is
not sent to unintended recipients.

E-mail communication is not necessarily secure and should be used

with corresponding caution in case of sensitive information. Before
sending an e-mail message containing confidential information, the
names of the addressee(s) and any cc's or bcc's should be double
checked to ensure that the message is not sent to unintended
recipients.

51
11.4 Mail Tracking System

Sample Company has a mail tracking system to ensure that all

incoming and outgoing mail and faxes are properly and accurately
registered by time, date, name of sender, name of recipient,
addresses, telephone numbers, fax numbers etc., and delivered to
the intended recipient only. This system is maintained by the
Administration Department and ensures that mail and faxes are
delivered in a timely manner to the intended recipient. See
Schedule _.

52
12. Corporate Communications: Marketing and Public Relations

12.1 General Considerations

Marketing and public relations materials include all materials

describing or promoting Sample Company generally or describing
or promoting particular Sample Company products and services.
This includes marketing presentations, research reports, and fact
sheets addressed to specific potential investors and/or clients, as
well as advertisements or reports intended for dissemination to the
investing public more generally, whether via newspaper, television,
the internet, social media, or other public media.

These materials are an important way in which Sample Company

presents itself to clients, potential clients, the investing public and
the general public, locally, regionally and internationally. Such
materials create an image of Sample Company. They may also
create investor expectations and legal liability.

All marketing and public relations materials must therefore be

carefully prepared and reviewed from a business, public relations
and legal standpoint, as further detailed in 12.3 and 12.4. It is the
responsibility of the Corporate Communications Officer to ensure
the necessary cooperation and input from all relevant Sample
Company employees and to supervise the work of outside public
relations professionals engaged by Sample Company, if any.

12.2 Content and Form

The content of all written marketing and public relations material

must be accurate in all material respects and not misleading, and
the purpose, subject matter, and nature of such promotional
material should be made clear.

The same standards apply to statements made orally.

Research reports must be carefully prepared so that they are

factually and analytically sound, and they should clearly
differentiate between fact and opinion. Special care must be
taken if a report includes an investment recommendation.

The form of all written marketing and public relations material

should be such as to create or reinforce a positive impression of

53
 Sample Company in terms of clarity, style, professionalism and
overall quality.

12.3 Compliance with Legal Requirements

All promotional materials must comply in form and content with the
relevant laws and regulations of the jurisdictions in which the
concerned material is intended to be disseminated or advertised.

In particular, certain financially important jurisdictions impose

various restrictions on the offering of securities. In addition, it is
considered prudent in many jurisdictions to negate any implication
of liability in connection with information provided or opinions
expressed in promotional or advertising materials relating to
investments, including particularly reports and fact sheets.

These legal concerns are normally addressed by means of a legal

notice or disclaimer. There are numerous standard provisions that
are typically included in such disclaimers, but a proposed disclaimer
should always be reviewed to see that it is in fact appropriate to the
particular material at issue. (For example, if a report recommends a
particular security, the accompanying disclaimer should not say
that it does not constitute a recommendation, but should note
instead that any general recommendations may not be suitable for
all investors, who should be encouraged to seek individualized
professional advice.)

12.4 Approvals

All written promotional or advertising materials published or

disseminated by or on behalf of Sample Company, and all public
statements made on behalf of Sample Company by its employees
[or other representatives], are subject to prior review and approval
in accordance with the following rules:

Marketing Materials. All marketing materials, whether general

materials describing Sample Company and its activities or
presentations or brochures for specific products or services, must be
approved by the relevant Business Unit Head and by the Corporate
Communications Officer.

In addition, all written advertising materials other than tombstone

and image advertising must also be approved by the Legal

54
Department. The Legal Department may, in particular, require the
inclusion of a written disclaimer.

Advertising materials relating to specific products or services which

explicitly or implicitly solicit action by the recipient, must be
accurate and complete and not misleading, or must contain an
appropriate written disclaimer.

Press Releases. All press releases must be approved by the relevant

Business Unit Head and by the Corporate Communications Officer,
either of whom may also request the approval of the Legal
Department.

Reports & Fact Sheets. All written reports or fact sheets, whether in
relation to general market conditions, events or phenomena or
specific products or services of Sample Company, and whether
appearing in print or on the Internet, must be approved by the
relevant Business Unit Head. All such materials must include a
written disclaimer in a form approved by the Legal Department.

Interviews. Before giving any interviews or making any oral

statements to the media concerning Sample Company or its
products, or transactions or activities in which it is engaged,
employees must obtain the consent of the relevant Business Unit
Head and must notify the Corporate Communications Officer. If
possible, the subject matter of any interview or statement should be
discussed in advance with both the Business Unit Head and the
Corporate Communications Officer, in order to ensure accuracy,
clarity and consistency. If warranted by the subject matter, the
Legal Department should also be consulted in advance.

Information About Other Parties. If the information provided or

disseminated by Sample Company includes information about its
clients, counterparties or co-investors, it is the responsibility of the
relevant Business Unit Head to ensure that such information does not
breach Sample Company's obligation of confidentiality (see 8)
and that the concerned parties have no objection to the
publication or dissemination of such information. Furthermore, in
the case of written communications, it is the responsibility of the
Corporate Communications Officer to confirm this with the relevant
Business Unit Head. In many cases the parties to a transaction will
specifically agree that any public announcement must be mutually
agreed upon.

55
 Apart from the question of confidentiality or agreements, Sample
Company and its employees should respect the right of other
persons and organizations particularly those with whom Sample
Company has a privileged business relationship -- to release
information about themselves in their own way, and at the time of
their own choosing.

12.5 Solicitation of Business

Sample Company is not engaged in 'retail' investment business.

Therefore, direct solicitation of business within and outside the
should normally be conducted by personal visits and written
correspondence, not by communications addressed to the general
public.

Solicitation of business outside the must be conducted only after

checking with the Legal Department as to the rules and restrictions
which may apply to the solicitation of business, or conduct of
business, in the relevant foreign jurisdictions. Where appropriate,
advice and/or assistance should be sought from foreign legal
counsel or other professional advisors in the relevant foreign
jurisdictions.

The securities laws of the United States may in many cases apply to
investments outside the United States. In particular, soliciting
investments in securities from individuals or institutions resident in, or
physically present within, the United States may be prohibited
without prior registration and/or may trigger reporting requirements.
In either case violations may be punishable by fines or other
penalties. Accordingly, no investment should be solicited or
accepted from individuals or institutions located in the United States
without consulting the Legal Department.

56
13. Complaints / Litigation

13.1 Complaints and Requests for Remedies

Complaints include any circumstances in which a client,

counterparty or shareholder has indicated significant dissatisfaction
with the business services or performance of Sample Company.

All complaints should be respectfully received and should be seen

as opportunities for Sample Company to improve the quality of its
services.

This 13 deals with complaints as to which the complainant

indicates that COMPANY's performance has been detrimental to
the complainant, and requests Sample Company, expressly or by
implication, to effect a financial or other remedy for such
performance, for the benefit of the complainant.

13.2 Reporting of Complaints

In general, complaints should be promptly addressed and remedial

action considered and taken where justified. The responsibility for
dealing with complaints falls in the first instance on the employee
receiving notice of the complaint. If the employee receiving
notice of the complaint does not have responsibility for the matter
complained of, or if that employee does not have authority to take
the action(s) necessary to remedy the complaint, it should be
reported to the appropriate employee or supervisor for information,
consideration and action.

Regardless of whether a complaint can be (or has been) readily

resolved or not, all complaints should be reported to the relevant
supervisor and the Business Unit Head. This is intended to facilitate
the identification of patterns that may suggest changes in
procedures, documents or other communications in order to
diminish the likelihood of misunderstanding or dissatisfaction.

Each Business Unit must have its own procedures in place for the
reporting of complaints. Traders and employees in the sales and
marketing departments, who by the nature of their work interact
with large numbers of clients and potential clients, should keep a
written complaint log, which should be accessible to the relevant
Business Unit Heads and to the Compliance Committee, and should
be reviewed by them on a periodic basis.

57
 Complaints, whether resolved or not, that appear to involve
infringements of the policies and procedures specified in this
Manual should be reported in writing by the Business Unit Head to
the Compliance Committee, along with an explanation of the
circumstances.

All complaints, whether resolved or not, having a potential

settlement value of greater than $100,000 or the equivalent, or
complaints having a potential settlement value that would have a
material financial or operational impact in relation to the
concerned Business Unit, should also be reported in writing by the
Business Unit Head to the Compliance Committee.

The Business Unit shall maintain a register of all complaints described

in the preceding paragraph and shall maintain files including all
documents and correspondence in relation thereto. The
Compliance Committee shall also keep a register of all such
complaints, as well as basic documentation in relation thereto.

13.3 Handling and Resolution of Complaints

The handling of complaints is an art, not a science. Proper

resolution of complaints from a business perspective should take
account of considerations such as legal rights and obligations, but
may also take account of other legitimate business concerns such
as reputation, good will, and/or the maintenance of established
relationships.

It should be remembered that style can be as important as

substance in the successful resolution of complaints. Discourtesy or
a confrontational approach can discourage settlement.
Conversely, a willingness to listen to the complainant's point of view,
and to courteously explain Sample Company's point of view, can
facilitate resolution.

The handling of complaints is the responsibility of Business Unit

employees in the first instance, including the Business Unit Head,
each within the customary limits of their authority to act or to
commit Sample Company. In some cases, it may be possible to
evaluate and resolve complaints immediately. In other cases,
extended discussion and negotiation may be required.

58
 If a complaint involves the interpretation of obligations arising under
particular documents, agreements or circumstances, the Legal
Department should generally be consulted with respect to such
interpretation. In resolving complaints, however, employees should
generally avoid making statements, orally or in writing, about the
legal rights and obligations of the parties, whether by way of
statement, admission, acknowledgement or otherwise.

If the complaint includes a credible threat to file a lawsuit or request

any other formal proceeding or inquiry or to notify regulatory
authorities, the Legal Department should always be consulted
before taking definitive action.

If a complaint involves the possibility of liability under applicable

laws or regulations, the Legal Department should always be
consulted before taking definitive action.

The Legal Department should also be consulted concerning the

need to document the resolution of the complaint, for example by
means of a settlement agreement or release. In some cases this
may be considered detrimental to the dynamics of the relationship;
in other cases the same legal effect can be achieved by an
exchange of appropriate correspondence.

If a complaint involves infringements of the policies and procedures

specified in this Manual, the Compliance Committee should be
consulted with respect to remedial action and kept informed with
respect to its implementation.

13.4 Litigation and Administrative Proceedings

If an employee becomes aware of any threatened legal claim

against Sample Company, or any circumstances which might
reasonably give rise to such a claim (including any such threat that
arises as a "complaint" as described above) the Business Unit Head
and the Legal Department must be notified immediately. Similarly,
if an employee becomes aware of any circumstances which it is
thought might reasonably give rise to a claim by Sample Company,
the Business Unit Head and the Legal Department must be notified
immediately.

With respect to any such claim or potential claim or any pending

judicial, administrative or arbitration proceedings involving Sample
Company, employees should not discuss these matters with other

59
employees or with third parties outside of Sample Company, except
in the proper execution of their professional responsibilities. Also,
employees must not take any action, which would [materially]
prejudice the rights or abilities of Sample Company to defend or
settle any claim against it on favorable terms. Any information
requested from Sample Company or provided by Sample
Company in connection with such claims or proceedings should be
requested from or provided by or through the Legal Department.

Decisions relating to the settlement of judicial, administrative or

arbitration proceedings involving Sample Company shall ordinarily
fall within the authority of the individuals having responsibility for
decisions relating to the transactions from which they arise, and
shall be subject to the same monetary limits, except where
settlement would constitute admission of the contravention of an
applicable law or regulation, in which case the approval of the
Chief Executive Officer is required.

60
14. Other Policies and Procedures

14.1 Credit Risk

Credit risk is the potential loss that Sample Company could incur if
an issuer or counterparty is unable to perform its commitments.
Credit risk can arise in many areas of Sample Company's activities,
and each Business Unit must include a suitable evaluation of credit
risk as part of its standard procedure in evaluating the entry into any
proposed transaction.

14.2 Accounts, Records and Files

Each Business Unit must keep proper and complete records of its
business transactions. Such records include correspondence
(including e-mails), contracts, agreements and other legal
documentation, deal tickets, contract notes, confirmations,
proposals, presentations, engagement letters, research materials,
term sheets, financial information, financial analysis (including
valuations), due diligence, corporate documentation, and internal
memoranda.

All funds and other assets, receipts and disbursements should be

recorded in proper form in the appropriate books of account, and
no unrecorded funds or assets should be maintained for any
purpose.

No false, misleading or artificial entry should be made or permitted

for any reason in any books of account. No payment on behalf of
Sample Company should be made with the intention that any part
of the payment is to be diverted from the purpose stated in the
documents supporting the payment.

Sample Company is required by law to keep records for business

transactions and records for investment accounts for at least 5
years from the date of closing of a transaction or closing of an
account. The records may be kept on-site at the relevant Business
Unit premises, or off-site at a storage facility dedicated to Sample
Company, in either case with access only by authorized personnel.

61
14.3 Gifts

Sample Company has an interest in discouraging gifts, whether

given or received by employees, that may influence or appear to
influence the behavior of the recipient in a way which might
compromise the reputation of Sample Company or be in breach of
any laws in jurisdictions where Sample Company does business.

Therefore, no employee or member of his or her family may seek or

accept from any Sample Company client, broker, dealer,
investment adviser, financial institution or other supplier of goods or
services to Sample Company or Sample Company's clients, any
gifts, favors, preferential treatment or special arrangements of
material value.

This rule is intended to permit only the most proper type of

customary business amenities. Listed below are examples of items
which would be permitted under proper circumstances and of
items which are prohibited under the intent of this rule. These
examples are illustrative and not all-inclusive. Notwithstanding these
examples, an employee may not under any circumstances, accept
anything which could lead to or create the appearance of any
kind of conflict of interest. For example, acceptance of any
consideration is prohibited if it would create the appearance of a
"reward" or inducement for business conducted with the person
providing the consideration, or his employer.

Among items not considered of "material value" which, under

proper circumstances, would be considered permissible are:

(a) Occasional lunches or dinners conducted for business

purposes.

(b) Occasional cocktail parties or similar social gatherings

conducted for business purposes.

(c) Occasional attendance at theater, sporting or other

entertainment events.

(d) Small gifts, usually in the nature of reminder advertising, such as

pens, calendars, etc.

62
 Among items of consideration of "material value" which are not
permitted are the following:

(a) Any gift over XXX500 (or the equivalent) in value, or any
accumulation of gifts which in aggregate exceeds XXX500 (or
the equivalent) in value from one source in one calendar year,
unless approved by the Chief Executive Officer or the
Compliance Committee.

(b) The cost of transportation, lodging or meals, unless such

attendance and reimbursement arrangements have been
approved in advance by the Chief Executive Officer or the
Compliance Committee.

(c) Personal loans to the employee on terms more favorable than

those generally available for persons of comparable credit
standing and collateral.

(d) Preferential brokerage commissions or spreads for the

employee's personal trading account.

(e) Gifts in the form of cash or securities.

Questions regarding the permissibility of accepting items of material

value should be referred in the first instance to the relevant Business
Unit Head, or thereafter, if necessary, to the Compliance
Committee.

The Compliance Committee may require full disclosure, explanation

and documentation of any gifts or other amenities received by any
employee, if the Compliance Committee determines that this is
necessary in order to confirm that the provisions of this 14.3 have
not been violated. The information disclosed to the Compliance
Committee shall be kept confidential, except to the extent that
reasonable investigation or disciplinary action makes further
disclosure necessary or appropriate.

14.4 Improper Payments

No employee may pay, or offer or commit to pay, any amount or

consideration which might be or appear to be a bribe, kickback, or
other similar improper act in connection with Sample Company's
business. Any questions on this subject should be immediately

63
 brought to the attention of the Chief Executive Officer and the
Compliance Committee.

14.5 Board service undertaken for the benefit of Sample Company

Directors or employees of Sample Company may sometimes be

requested or designated by Sample Company to serve as directors
of another company in which Sample Company has an interest,
whether directly or indirectly.

With respect to fees or expenses payable by any such company to

its directors in consideration of service on its board, to following rules
will apply:

(1) Directors and employees of Sample Company are entitled

to retain any reimbursement of expenses paid to them by the
concerned company, or a reasonable per diem intended to
cover actual expenses (including incidental), unless
reimbursement or a per diem is or has been paid to them by
Sample Company for the same services.

(2) For directors of Sample Company, amounts received or

receivable as compensation (regular and bonus) for service
on the board of directors of any such company should be
disclosed and the retention of such amounts, in whole or in
part, should be approved by Sample Company's board of
directors.

(3) For COMPANY employees, amounts received or

receivable as compensation (regular and bonus) for service
on the board of directors of any such company should be
paid to Sample Company.

In all cases, directors or employees of Sample Company who have

been requested or designated by Sample Company to serve as
directors of another company in which Sample Company has an
interest, whether directly or indirectly, shall be held harmless and
indemnified by Sample Company in relation to such service, to the
fullest extent permitted by law, except to the extent that any liability
arises proximately from willful misconduct by the concerned
director or employee.

64