Introduction

The reputation and integrity of SEI INVESTMENTS COMPANY, its subsidiaries and its affiliates (the “Company”) are valuable assets that are vital to the Company’s success. The Company maintains the highest business ethics and standards. The Company’s Code of Conduct (the “Code”) embodies the values that we as employees hold most important. It is designed to be the foundation upon which we strive to build talent and teams by creating a culture of meritocracy and transparency, and celebrating excellence and initiative in a manner that:

  • Inspires and empowers Employees to work collaboratively to achieve superior results
  • Creates an environment where Employees hold themselves to the highest ethical standards
  • Attracts the best talent, builds a diverse talent pipeline, and recognizes, rewards, promotes based on performance

The Code reflects the commitment of the Company and its employees to work for our customers and the Company’s shareholders in a law abiding and ethical manner. It is important that each employee comply with this Code to preserve the integrity of the Company’s business and its reputation with co-workers, customers, shareholders, suppliers, competitors and the communities in which we all live and work. The Company will self-govern and monitor adherence to its compliance guidelines and to applicable statutes, rules and regulations. 

The purpose of this Code is (a) to foster among employees a culture of honesty and accountability, (b) to provide guidance to help employees to recognize and deal with ethical issues and (c) to provide mechanisms for employees to report what, in good faith, is believed to be actions or conduct that is inconsistent with this Code. While this Code is designed to provide helpful guidelines, it is not intended to address every specific situation. Therefore, dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced in this Code. 
 
The Company’s Board of Directors (“the Board”) has approved the Code. Employees should feel free to direct questions concerning this Code to any member of the Legal & Compliance team or anonymously by telephone to the SEI Ethics Alertline by calling Alertline at 1-877-705-2579 or via email at the email address SEIEthicsCommittee@seic.com.  

The Code applies to all directors, officers, and employees of the Company (who are referred to as “Employees” for the purpose of this Code). This Code should be read in conjunction with the Company’s other policy statements. In particular, this Code is in addition to the Company's: 

  • Code of Ethics for Senior Financial Officers 
  • Acceptable Use Policy
  • Anti-Corruption Policy Complaint Procedures and Non-Retaliation Policy
  • Corporate Anti-Money Laundering Policy  
  • Corporate Communications and Disclosure Policy
  • Discrimination and Harassment Policy
  • Insider Trading Policy
  • Privacy Policy
  • Codes of conduct adopted by any subsidiary of the Company which is applicable to the employees of that subsidiary 

As a global business, the Company is affected by the laws and business customs of the countries in which it operates. Each Employee, wherever located, is responsible for conducting her or his business activities in compliance with the Code and the laws of the country in which he or she works or with which she or he does business. Banks, broker dealers, and other licensed entities in particular are subject to specific regulations and limitations on their scope of activity. These limitations are reflected in the specific policy applicable to the licensed entity. If a policy differs from the provision of the Code governing the same topic, the more restrictive policy will prevail. It is your responsibility to become familiar with and adhere to these policies and any supplemental policies and procedures to which your business, region and/or function are subject. When an Employee believes a conflict exists between the Code and the laws of a particular country, she or he should bring his or her concern to the attention of her or his supervisor or a member of the Legal and Compliance team.  

The Company believes that personal accountability is the foundation of ethical conduct. Therefore the Company expects that any Employee that believes her or his actions or those of any other Employee may be inconsistent with this Code should bring such concerns to a member of the Legal and Compliance team promptly for discussion and consideration or by communicating concerns or questions to our ethics reporting by telephone to the SEI Ethics Alertline by calling Alertline at 1-877-705-2579 or via e-mail at SEIEthicsCommittee@seic.com. The Company also believes that it is essential that you feel secure when raising a concern, and we encourage you to communicate your concerns openly. We encourage you to communicate any concerns you may have about your conduct or the conduct of others by telephone to the SEI Ethics Alertline by calling Alertline at 1-877-705-2579 or via email at SEIEthicsCommittee@seic.com. Messages to our Alertline and ethics e-mail is an anonymous and confidential reporting service which will transmit all reports to the relevant Company employees, who will coordinate investigations into alleged violations of the Code and will elevate allegations as necessary. All contacts to the ethics e-mail and related investigations are treated as confidentially as possible, consistent with the need to investigate and address the matter, and subject to applicable laws and regulations. However, you must understand that if you do choose to remain anonymous, the Company may be unable to obtain the additional information needed to investigate or address your concern. For more information on the reporting process and the Company's policy of non-retaliation for reporting suspected violations, please see the Company's Complaint Procedures and Non-Retaliation Policy. 

Decision Making

How we make a decision says as much about who we are as a company as the decision itself. The Company adheres to the highest ethical standards, and our decisions must reflect that. In accordance with our values and the Code our decisions must always:

  • Be appropriate for our Company
  • Serve our clients' interests  consistent with this policy and appropriate for our Company
  • Comply with all applicable laws, rules regulations and policies
  • Be systemically responsible

To help you determine whether a proposed decision comports with the Code, or if you are faced with a situation that does not feel quite right, you should stop and ask yourself the following questions:

  • Does it comply with the letter and spirit of the law, the Company’s policies and procedures, and the Code
  • How does it promote the interests of our clients
  • How might my decision, action, or failure to act impact others
  • What economic value does it create and for whom
  • Would it cause harm to the Company’s or my reputation
  • Would my decision, action, or failure to act result in even the appearance of impropriety
  • Would I feel comfortable if it was made public

Making ethical decisions often means that you should seek advice from others and we encourage this collaboration. If you have questions or concerns about how this Code or our policies apply to you or others, you should discuss them with your Supervisor; your business's, region's, and/or function's internal legal counsel; or your Compliance Officer.

Employee Activities

Conflicts of Interest
A conflict of interest can occur or appear to occur in a wide variety of situations. Generally speaking, a conflict of interest occurs when an employee’s or an employee’s immediate family’s personal interest interferes with, or has the potential to interfere with, the interests or business of the Company. For example, a conflict of interest may occur where an employee or a family member receives a gift, a unique advantage, or an improper personal benefit as a result of the employee’s position at the Company. A conflict of interest could make it difficult for an employee to perform corporate duties objectively and effectively because he or she is involved in a competing interest. The following is a discussion of certain common areas that raise conflict of interest issues. However, because a conflict of interest can occur in a variety of situations, you must be alert to recognize any situation that may raise conflict of interest issues and must disclose to a Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to actual or apparent conflicts of interest with the Company. 
 
Outside Activities/Employment

Employees are expected to put their job at the Company ahead of other business opportunities, not-for-profit activities or a second job. Employees must be alert to potential conflicts, be proactive in obtaining any necessary approvals or clearances and, finally, be aware that certain outside actives will need to be discontinued if a conflict arises. 

Any outside activity must not significantly encroach on the time and attention employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities or supplies, or imply (without the Company’s approval) the Company’s sponsorship or support. In addition, under no circumstances are employees permitted to take for themselves or their family members business opportunities that are discovered or made available by virtue of their positions at the Company. Moreover, no employee may perform services for or have a financial interest in any entity that is, or to an employee’s knowledge may become, a supplier, customer or competitor of the Company.3 Employees are prohibited from taking part in any outside employment without the Company’s prior written approval. 
Examples of outside business activities include:

  • Directorships (including for not-for-profit entities) and partnerships
  • Being employed by, or acting as a consultant for, another person or entity
  • Receiving compensation from another person or entity for business activities
  • Receiving any form of compensation for an external work product, such as a book, article or speech
  • Holding an elected or appointed political or governmental position
  • Certain private investments such as hedge funds, limited partnerships or privately held corporations

3. Employees may have a passive investment of up to one percent of the equity securities of an entity that is publicly traded. 

Civic/Political Activities 
Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their company-related duties. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement.  

U.S. federal law and many state statutes place restrictions on the ability of corporations to make political contributions. These regulations encompass corporate funds, goods, or services given, directly or indirectly, to candidates for federal offices – this includes Employees’ work time, transportation or other services provided at a corporation’s expense. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions, and similar laws exist in many countries. Employees must therefore understand that their involvement and participation in the political process must be on an individual basis, on their own time and at their own expense.

Gifts
No Employee or any immediate family member of an Employee may accept gifts, merchandise or personal services from suppliers, vendors or customers.4 Also, Employees and their immediate families:

  • Are prohibited from soliciting gifts, gratuities, entertainment, services, or kickbacks from suppliers or customers of the Company regardless of their value
  • Should not accept the use of customer or supplier property, airplane transportation, or trips (including trips sponsored by customers or suppliers) without consulting the General Counsel

In addition, all gifts and entertainment should be consistent with local laws and policies. If you are given or offered a gift, entertainment or preferred treatment that is inappropriate, refuse it. If refusing or returning is not feasible, or would offend the donor, contact your supervisor or a member of the Legal and Compliance team for guidance.

4. Acceptance of a gift in the nature of a memento, e.g., a conference gift, or other inconsequential gift valued at less than approximately one hundred dollars ($100), is permitted.  Engaging in normal occasional business related entertainment, such as meals or use of sporting, theatrical or other public event tickets is permissible with the understanding that it is expected the Company employee will exercise sound judgment in reliance on this exception so as to avoid any situation that may otherwise be subject to question. Acceptance of any gift that requires travel beyond an individual’s local metropolitan area must be approved by the Company’s General Counsel.

Loans to Employees 
The Company will not make loans or extend credit guarantees to or for the personal benefit of officers except as permitted by law or NASDAQ rules. Loans or guarantees may be extended to Employees only with approval of the Company’s Chief Financial Officer. Any draws against sales compensation or incentive compensation must be approved by the head of the relevant business unit.  

Insider Trading 

Employees are prohibited from trading in securities while in possession of material inside information. Among other things, trading while in possession of material inside information can subject the employee to criminal or civil penalties. The SEI Investments Company Insider Trading Policy further describes the restrictions on trading in the Company's securities and is incorporated by reference into this Code.  
 
Excessive Trading 

Employees are prohibited from directly or indirectly engaging in short-term excessive trading of shares of open-end funds within the SEI Family of Funds or Company-managed or administered Funds. For purposes of this section, an SEI employee’s or associated person’s trades shall be considered “excessive” if made in violation of any stated policy in the mutual fund’s prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.  

Social Media
Conversations take place online about the Company every day, and we want our Employees to join those conversations, represent our Company, and share their optimistic and positive thoughts. As we participate in these online conversations, it is critical we always remember who we are and what our Company’s role is in the social media community. The same considerations that apply to our messaging and communications in traditional media still apply in the online social media space, including on what you might consider “internal” platforms. Any traditional media messages must be approved by Corporate Marketing. Use sound judgment and common sense, adhere to the Company’s values, and follow the same Company policies that you follow in the offline world. The principles outlined in this Code should guide your participation in social media, both personally as well as when you are acting in an official capacity on behalf of the Company.  

The Company makes certain commitments concerning how we interact with the public and each other, and these commitments apply to interactions that occur on social media platforms as well. Our commitments are that we will:

  • Be transparent in every social media engagement
  • Protect our consumers’ privacy in compliance with applicable Privacy Policies, IT Security Policies, and laws, rules, and regulations
  • Respect copyrights, trademarks, rights of publicity, and other third-party rights
  • Reasonably monitor our behavior in the social media space, establish appropriate protocols for establishing our social media presence, and keep appropriate records of our participation as dictated by law
  • Not share non-public information

The Company respects the rights of Employees to use blogs and other social media tools not only as a form of self-expression, but also as a means to further the Company’s business. It is important Employees are aware of the implications of engaging in social media and online conversations that reference the Company or its business, and that they recognize when the Company might be held responsible for their behavior.  

When you’re talking about our Company or our business on your personal social networks, keep in mind that:

  • All Company policies still apply.
  • You are responsible for your actions. We encourage you to get online and have fun, but use sound judgment and common sense
  • You are an important ambassador for our Company and you’re encouraged to promote the Company long as you make sure you disclose that you are affiliated with the Company.  How you disclose can depend on the platform, but the disclosure should be clear and in proximity to the message itself

When you see posts or commentary on topics that require subject matter expertise, such as the Company’s products, services, operations, reputation or financial performance, avoid the temptation to respond to these directly unless you respond with approved messaging the Company has prepared for those topics. When in doubt, contact your local communications professional.
Be conscientious when mixing your business and personal lives; be sure to know your work group’s policies regarding personal use of social media at work or on Company devices. All Employees have a responsibility to be respectful of others and follow Company policy when using social media such as blogs, social networks and web based communities, whether you access the internet via Company or personal systems.

Fair Dealing
Each employee should deal fairly and in good faith with the Company’s customers, suppliers, regulators, business partners and others company contacts. No employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, and abuse of confidential information or other related conduct. 
 
Proper Use of Company Assets 

Company assets, including personnel, information, materials, supplies, time, intellectual property, facilities, software, and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may be used only for legitimate business purposes. The personal use of Company assets without Company approval is prohibited.

Reputational Risk

The Company’s reputation for integrity and excellence is essential to its success. Reputational risk arises when a transaction, business practice, client or counterparty, or the manner in which an Employee does her or his job, could damage the Company’s reputation. Examples of issues that may give rise to reputational risk include:

  • Involvement in a transaction or other activity that is alleged to be linked to corruption, money laundering or other improper activities
  • A transaction that lacks appropriate economic substance or business purpose
  • A transaction that raises significant suitability or tax-related concerns
  • A transaction that raises significant conflict of interest concerns

Promoting a Positive Work Environment

Diversity and inclusion in our workforce are critical to our success as a global organization and to fulfilling our commitment to our communities. All Employees want and deserve a workplace where they feel respected, satisfied and appreciated. As a global employer, we respect cultural diversity. Practicing fair employment, embracing diversity, and valuing inclusion means that we:

  • Treat each other with mutual respect and dignity
  • Create and contribute to an inclusive work environment where different points of view can be raised and are respected
  • Hire and advance people on their merits
  • Strive to be a company where talented want to work
  • Provide opportunities for professional development
  • Encourage a healthy work/life balance
  • Comply with the full range of laws regarding fair employment practices and nondiscrimination

Harassment
Discrimination and harassment are repugnant and completely inconsistent with our tradition of providing a respectful, professional, and dignified workplace. The Company will not tolerate any form of discrimination, harassment, or intimidation that violate our policies or are unlawful– including that aimed at race, color, religion, gender, sexual orientation, age, national origin, disability, genetic information and veteran or marital status, whether committed by or against a manager, co-worker, client, supplier, or visitor.  

The term “harassment” may include unwelcome slurs and other offensive remarks, jokes and other verbal, graphic or unwelcome physical conduct. Harassment may also include unwelcome sexual advances, requests for sexual favors or unwelcome or offensive touching and other verbal, graphic or physical conduct of a sexual nature (such as obscene or lewd jokes, comments or displays or any inappropriate body contact). Providing an environment that supports honesty, integrity, respect, trust, responsibility and citizenship permits us the opportunity to achieve excellence in our workplace.

While everyone who works for the Company must contribute to the creation and maintenance of such an environment, our executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.

Record Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. Employees should record data promptly, as doing so is generally necessary to maintaining the accuracy of Company records. Many Employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to social media, email, internal memos and formal reports. Records should always be retained or destroyed according to the relevant Company Policy and applicable law. In accordance with such laws, in the event of litigation or governmental investigation, please consult with a member of the Legal and Compliance team.

Compliance with Law

A variety of laws, rules and regulations apply to the Company and its operations. Each Employee is expected to comply with all such laws, including securities and banking laws, as well as rules and regulations adopted under such laws. Examples of violations under these laws, rules and regulations include, but are not limited to:  

  • Stealing, embezzling or misapplying corporate or bank funds 
  • Making false entries in the books and records of the Company, or engaging in any conduct that results in the making of such false entries
  • Making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose 
  • Utilizing Company funds or other assets or services to make a political contribution or expenditure5   
  • Using threats, physical force or other unauthorized means to collect money 
  • Making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company’s activities   

The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations. 

5. Although the right of individual participation in the political process is recognized by the Company, the exercise of such right is only permissible while not on the Company’s property, during non-business hours and without use of any Company monies or services. 

Anti-Bribery and Corruption
Virtually all countries prohibit bribery of public officials. All Company businesses are subject to the anti-bribery laws of the countries in which they operate, as well as to the United States Foreign Corrupt Practices Act (FCPA). The FCPA has extraterritorial effect beyond the United States and prohibits the bribery of foreign (non-U.S.) officials. The UK Bribery Act also has extraterritorial effect beyond the United Kingdom and forbids the bribery of anyone.

The Company has developed policies, procedures, and internal controls for complying with anti-bribery and corruption laws, and prohibits any improper promise, offer, or the provision of anything of value to government officials or to any other person for the purpose of obtaining or retaining business or influencing official action.

"Anything of value" is a broad concept that includes any kind of advantage or benefit, for example, a cash payment, offer of employment (including internships), and tickets to a sporting or cultural event. "Government officials" include, but are not limited to, any person employed by or representing a government, officials of a political party, officials of public international organizations, candidates for office, and employees of state-owned enterprises.

To comply with anti-bribery and corruption policies, you must:

  • Adhere to all Company pre-approval and reporting requirements regarding applicable anti-bribery and corruption laws
  • Not give, offer, or promise anything of value to a non-U.S. government official or a family member of a non-U.S. government official without the prior written approval of the appropriate regional Anti-Bribery and Corruption Approver (“AB&C Approver”) or designee unless you have a written exception to the pre-approval requirement from an AB&C Approver
  • Obtain written pre-approval from the Legal and Compliance team before providing anything of value to a government official
  • Obtain written exception approval from an AB&C Approver or from a member of the Legal and Compliance team prior to offering or providing compensation to a government official for speaking at a Company event
  • Not authorize, promise, offer, or give anything of value, including employment opportunities or internships, to a government official or any other person, or to members of their family, or to a third party or charitable organization suggested by the recipient, for the purpose of influencing the recipient to take or refrain from taking any official action, to induce the recipient to conduct business with the Company, or to cause the recipient to perform his or her duties improperly
  • Understand that payments made indirectly through an attorney, consultant, broker, contractor, or other third party are subject to the same restrictions and that it is your obligation to understand what such a party is doing on your behalf

Anti-Money Laundering
Money laundering is a global problem with potentially devastating consequences. Money laundering is the process of converting illegal proceeds so that funds are made to appear legitimate and thereby enter the stream of commerce. It is not limited to cash transactions and can include monetary instruments and other proceeds of illicit activity. Terrorist financing includes the financing of terrorists, terrorist acts, and terrorist organizations.

Terrorist financing may involve proceeds from both illegitimate and legitimate sources.  The Company is committed to adhering to the legal and regulatory requirements that govern the prevention of these crimes.

The Company’s businesses develop and implement effective anti-money laundering (“AML”) programs that emphasize the importance of knowing and understanding who the Company is dealing with ("Know Your Customer"), identifying parties involved in transactions, and monitoring certain activity and transactions to look for any unusual activity.

We all must act diligently to prevent our products and services from being used to further money laundering and terrorist financing. To do so, you must:

  • Know and follow the requirements set forth in the relevant policies and procedures that establish a framework for prevention, detection, and reporting of money laundering and terrorist-financing risk
  • Escalate unusual or suspicious activity according to the procedures of your business, region, and/or function
  • Apply the appropriate level of due diligence when entering into client relationships and, where applicable, individual transactions

Audits, Investigations and Legal Proceedings

All Employees must cooperate fully with any audit, inquiry or investigation undertaken at the Company’s direction by its attorneys, investigators, internal auditors or independent public accountants. In addition, the Legal and Compliance team must be immediately notified of any investigation or other legal proceedings in which the Company becomes or might become involved.  The Policy also covers situations where an Employee becomes involved as a third-party (for example, as a witness) if the matter concerns the Employee’s duties for the Company. While it is Company policy and practice to cooperate with all government investigations, no information, whether oral or written, or records or files of any nature, should be furnished to any outside party in connection with a lawsuit or government investigation except upon prior approval of the General Counsel. Also, outside counsel may not be hired to represent the Company without prior permission by the General Counsel.

In addition, Employees should never, under any circumstances:

  • Destroy or alter any documents in anticipation of a request for those documents from any government agency or a court
  • Lie or make any misleading statements to any government investigator
  • Attempt to cause any other Employee, or any other person, to fail to provide information to any government investigator or to provide any false or misleading information
  • In any way mislead an auditor by providing or causing others to provide false, incomplete or non-responsive information

Delegation of Authority

Each employee, and particularly each of the Company’s officers, must exercise due care to ensure that any delegation of authority is reasonable and appropriate in scope, and includes appropriate and continuous monitoring. No authority may be delegated to employees who the Company has reason to believe, following the exercise of reasonable due diligence, may have a propensity to engage in illegal or unethical activities. 

Confidential Information and Privacy

While working for the Company and after ceasing your employment or association with the Company, you have an obligation to safeguard personal, proprietary, and confidential information that you obtain or create in connection with your activities for the Company, regardless of its form, and to use it only in the performance of your employment responsibilities. You should assume that any information you receive about the Company, its workforce, or its customers is confidential information and should be protected from disclosure.

The Company has developed confidential business and technical information over many years at considerable expense. Because of this effort, we now own, or otherwise possess, valuable confidential business and technical information. Employees must protect the Company’s confidential business and technical information. Unauthorized disclosure of this information could destroy its value to the Company and give unfair advantage to others.

All Employees are responsible and accountable for the integrity and protection of all business information (including electronic mail and voice mail) and must take steps to protect information that has been entrusted to them. This includes confidential information belonging to our customers, suppliers, contractors and vendors. Most of the information that is learned or developed by Employees as part of their jobs is proprietary to the Company (e.g., valuable business assets). Proprietary information includes trade secrets as well as sensitive, confidential, private or classified technical, financial, personnel and business information. Such trade secrets and proprietary information include customer lists, price lists and policies, records, practices, letters, plans, drawings and computer programs. Proprietary information may concern new development projects, marketing plans, rate and cost data, customer or supplier negotiations or other Company matters.  

Access to proprietary information will be limited to those having a need to know. At the commencement of their employment or association with the Company, Employees and agents agree that they will not disclose the Company’s proprietary information or trade secrets to any other person or company without prior written authorization from the Company. At the conclusion of employment or other association with the Company, all Employees and agents are required to return all Company documents and records, especially those containing proprietary information and trade secrets. Employees are also required to maintain the confidentiality of Company information even if they leave the Company’s employment. Questions regarding the Company’s proprietary information and trade secrets should be directed to the Employee’s Supervisor or a member of the Legal and Compliance team.  

Of special sensitivity is financial information and personal information, which should under all circumstances be considered confidential except where its disclosure is approved by the Company, or, in the case of Company financial information, when it has been made publicly available in a press release or a report filed with the Securities and Exchange Commission or other comparable regulatory authority, in each case for at least two full business days. 

Protecting Information
To protect the proprietary and confidential information of the Company and others, you are expected to:

  • Not disclose personal, proprietary, or confidential information about any client, supplier, vendor, distributor, shareholder, business partner, former colleague, the Company's workforce, or the Company to any unauthorized person, including another Employee. Your obligation to safeguard such information includes, but is not limited to, protecting it from misuse, using information only to the extent necessary to perform your assigned job duties, and not using such information or permitting such information to be used for unauthorized purposes. You must not share or discuss such information outside the Company, except where permitted or required by applicable law or regulation, or pursuant to a subpoena or order issued by a court of competent jurisdiction or requested by a judicial, administrative, or legislative body
  • Not bring proprietary or confidential information of any former employer or use such information to aid the business of the Company without the prior consent of your former employer and unless permitted by applicable law or regulation
  • While working for the Company and after ceasing your employment or association with the Company, you have an obligation to safeguard personal, proprietary, and confidential information that you obtain or create in connection with your activities for the Company, regardless of its form, and to use it only in the performance of your Company employment responsibilities. You should assume that any information you receive about the Company, its workforce, or its customers is confidential information and should be protected from disclosure
  • Take steps to ensure that business-related documents are produced, copied, faxed, transmitted, transported, filed, stored, and disposed of by means designed to prevent unauthorized disclosure of, or access to, such information
  • Secure access to work areas and computers in accordance with Company policies and procedures
  • Refrain from discussing sensitive matters or proprietary or confidential information in public places such as elevators, hallways, restaurants, restrooms, and public transportation, or on the Internet or any other electronic media (including blogs and social networking sites)
  • Exercise caution when using mobile phones or other communication devices or messaging services, and take care when discussing confidential or proprietary information in open workplace areas, such as cubicles or on speakerphones
  • Recognize that your obligation to safeguard personal, proprietary, and confidential information extends to all situations in which you may use such information, including when you are away from work or working remotely
  • Inform your manager, internal legal counsel for your respective business, region, and/or function immediately if you believe you have received confidential information inappropriately
  • Not print, download, or forward personal, proprietary, or confidential information to your home computer, your personal e-mail address, or to any third-party service provider or server or other non-Company website, and not engage in any other unauthorized use, misappropriation, or disclosure of such information, including in anticipation of your resignation or termination of employment

Employee Privacy
The Company seeks to protect the personal and confidential information it collects, uses and maintains about its Employees, including, but not limited to, medical information, government-related information (such as national or government identification and tax data), and background-check information.  Employees with access to personal information about other Employees (such as identification number, medical records or salary history) must act diligently to safeguard its confidentiality and provide it to others only based upon a legitimate legal or business purpose, and in accordance with applicable law. Employees are permitted access to their own Employee records in accordance with applicable law. The Company retains the right to monitor email and voice mail and to take other reasonable steps to protect its interests, as allowable by law.

Client Privacy
As part of our commitment to safeguarding the assets of both the Company and our clients, the Company is committed to protecting personal and confidential information about our clients and using it appropriately. We collect, maintain, and use our clients' personal information in a manner that allows us to provide them with choices and options for products and services, as permitted by law. We must adequately safeguard the privacy of client records and personal information, including social security numbers, addresses, account numbers and other information that may identify a client personally, that we receive or access while performing our jobs. To this end, we strive to maintain appropriate systems and technology, and accordingly, to train staff with access to such information. When we use other companies to provide services for us, we require them to protect the personal and confidential information they receive.

To safeguard client information, you must:

  • Follow the many laws and regulations governing privacy, confidentiality, and information security
  • Contact your internal legal counsel or Compliance Officer with any questions regarding appropriate uses of client information. This is a rapidly changing area of law, and many countries have data-protection, bank, and professional secrecy or privacy laws that affect the collection, use, storage, and transfer of personal and confidential client information
  • Ensure all personal and confidential information about our clients is used only for authorized purposes relating to your position and job responsibilities and is shared only with authorized persons
  • Protect all personal and confidential information from misuse by third parties and not permit it to be disclosed or used for an unauthorized purpose
  • Collect, use, access, maintain, transport, transmit, and disclose personal and confidential information only for the performance of your position and assigned job duties
  • Appropriately dispose of personal and confidential information in accordance with Company policy "Personal information," or "Personally Identifiable Information" (PII), is information that relates to and identifies or can be used to directly or indirectly identify an individual, including past and present the Company’s customers, individuals associated with institutional and business customers, applicants for the Company’s products or services, members of the Company’s workforce (e.g., third-party personnel, the Company’s employees, and contingent workers), their dependents, applicants for Company jobs, or any other individual, no matter how the information is collected or from where it is collected.

Nothing contained in this section or any other section of the Code prohibits or restricts you from voluntarily disclosing confidential information to any government, regulatory, or self-regulatory agency, including under Section 21F of the U.S. Securities Exchange Act of 1934 and the rules thereunder, or from disclosing confidential information, including trade secrets, to a government official or an attorney in connection with the reporting or investigation of a suspected violation of law or to an attorney or in a court filing under seal in connection with a retaliation or other lawsuit or proceeding, as permitted under Section 7 of the Defend Trade Secrets Act of 2016. You do not need prior permission from the Company to raise any such concerns, and you are not required to notify the Company that you have done so.

Safeguarding Data
Our clients and other stakeholders rely on us to maintain accurate and complete records and accounts. With accurate information, we can make responsible decisions for the Company, our clients, and our investors.  You are responsible for the integrity of the data and information you handle, including reports and documents under your control. To ensure the integrity of the Company’s data, information, and records, you must:

  • Maintain records in sufficient detail as to accurately reflect all the Company’s transactions
  • Follow appropriate accounting standards and comply with internal financial controls
  • Create, collect, access, identify, classify, share, use, manage, retain, and dispose of the Company's data, records, and information in accordance with the company policies
  • Not destroy or alter any record or information that is potentially relevant to a violation of law; a legal claim; any litigation; any pending, threatened, or foreseeable internal or external investigation or audit; or a government investigation or proceeding, or that you have been directed by the Legal and Compliance team or any other control function to retain
  • Observe professional standards and use common sense regarding content and language when creating business records and other documents including e-mail, SMS/text messages, and instant messaging that may be viewed, used, or retained by the Company or a third party

Employees should be sensitive to the fact that when handling or creating business records or other documents, that at a future date, the Company or a third party may rely on or interpret the document solely on its literal content, without the benefit of other recollections or context.

Public Disclosures

As a public company, the Company must insure that its filings and submissions with the Securities and Exchange Commission, other comparable regulatory authority and public communications generally provide full, fair, timely, accurate and understandable disclosure. Employees engaged in the preparation of these filings, submissions and communications (“Public Disclosure Personnel”) must endeavor to insure that the Company’s filings, submissions, and communications meet these objectives, including through adherence, to and in the case of the Company’s Chief Executive Officer, Chief Financial Officer and other designated employees, evaluation of the Company’s disclosure controls and procedures and internal controls for financial reporting. If requested by Public Disclosure Personnel to provide information for use in such filings, submissions or communications, employees will provide, as promptly as practicable, accurate, understandable and complete information on a timely basis.    

Compliance

Adherence to Code and Disciplinary Action
All Employees have a responsibility to understand and follow this Code.  In addition, all Employees are expected to perform their work with honesty and integrity in all areas not specifically addressed in this Code. A violation of this Code may result in appropriate disciplinary action, including the possible termination from employment with the Company. Disciplinary action will be taken against: 

  • Any Employee who violates the Code or pertinent law, rule or regulation
  • Any Employee who fails to report a possible violation as required by the Code
  • Managers or supervisors to the extent that the circumstances of the violation reflect participation or acquiescence in, or encouragement or toleration of, the violation, or lack of diligence
  • Anyone who retaliates, directly or indirectly, or encourages others to do so, against an individual who reports a Code or law, rule or regulation violation
  • Any Employee who fails to cooperate fully with Company investigators or auditors

Communications, Training and Annual Certification
The Company strongly encourages dialogue among Employees and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable ways of handling those situations. Employees will receive periodic training on the contents and importance of the Code and related policies and the manner in which violations must be reported and waivers must be requested. In addition, the Company may require that all employees of the Company annually certify that he or she has read, and reviewed the Code and state to the best of his or her knowledge that he or she is in compliance with all its provisions.   
 
Responsibility of Senior Employees 
Officers and other managerial employees are expected to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.  

To fulfill these responsibilities, managers must:

  • Openly discuss the requirements of our Code with their team members
  • Regularly reinforce the importance of understanding and following the standards contained in the Code and related policies
  • Encourage employees to feel comfortable raising concerns, especially about potential legal or ethical issues
  • Promote awareness of all resources available for seeking advice or reporting a concern
  • Fully integrate the values and ethics underlying the Code into the workplace for both existing and newly hired employees

When evaluating a manager's job performance, the Company considers his or her conduct in relation to our values, the law, the Code, and our policies. Managers must be alert to situations or actions that may violate the letter or spirit of our Code, policies, or procedures. Where such situations arise or are suspected, managers have a duty to make sure that the issue is properly resolved or promptly escalated to the appropriate person or function. Managers who know or should know about misconduct and fail to promptly escalate the situation to the appropriate contacts may be subject to disciplinary action. 

No manager or supervisor has the authority to require or permit conduct that violates the Code or applicable law, regulation or rule. Such violations are never in the Company’s interest.  In some cases, the Company’s agents represent the interests of the Company with respect to third parties. Accordingly, Employees who supervise the activities of Company agents are responsible for making reasonable efforts to ensure that agents receive a copy of, and abide by relevant provisions of, the Code.  Every manager
is responsible for communicating the Company’s guidelines to her or his Employees.

Managers and supervisors also are responsible for maintaining a work environment where constructive, frank and open discussion is encouraged and expected.  The Company’s management is responsible for ensuring adherence to the Code and for ensuring appropriate ongoing Employee communication, guidance and training. Managers and supervisors must also demonstrate a commitment to the Code through their own words, deeds, and actions.

Fiduciary Duties 

The Company acts as a fiduciary in certain investment advisory and other client relationships. You should determine when fiduciary duties arise and keep in mind that a fiduciary has a legal duty to act in the best interests of its clients by putting its clients' interests ahead of its own interests or the interests of its affiliates or employees. 

Waivers 

Requests for a waiver of a provision of the Code must be submitted in writing to the General Counsel of the Company for appropriate review, and an executive officer, director or appropriate Board committee will decide the outcome. For conduct involving any director or executive officer, only the Board of Directors has the authority to waive a provision of the Code. The Audit Committee must also review and approve any “related party” transaction as defined in Item 404(a) of Regulation S-K to which a director or executive officer is, directly or indirectly, a party before it is consummated.  In the event of an approved waiver involving the conduct of an executive officer, appropriate and prompt disclosure must be made to the Company’s shareholders as required by Securities and Exchange Commission or other regulator or by NASDAQ listing standards. 
 
Statements in the Code to the effect that certain actions may be taken only with “the Company’s approval” will be interpreted to mean that appropriate senior officers or members of the Board of Directors must give prior written approval before the proposed action may be undertaken.