May 2006

CODE OF CONDUCT

TABLE OF CONTENTS

CODE OF CONDUCT

1. ADMINISTRATION OF THE CODE OF CONDUCT

The Code of Conduct sets forth certain minimum expectations that Creative Mortgage Partners Corporation has for you.  You are expected to conduct the firm’s business in full compliance with both the letter and the spirit of the law, the Code, and any other policies and procedures that may be applicable to you.  The “firm” and “CMPC” as used throughout the Code mean Creative Mortgage Partners Corporation and all its direct and indirect subsidiaries.

The Code is intended to provide general guidance regarding your conduct as an employee or director of CMPC.  Note that other policies and procedures are listed at the end of many Code sections, with an electronic link on the intranet edition of the Code.  These listed items provide more detailed information about the relevant subject and may include additional requirements with which you must comply.  However, these lists are not an exhaustive consideration of all policies and procedures that may be applicable to you and you are responsible for knowing which policies and procedures, whether or not listed here, apply to you, and for understanding and complying with them.  You should refer to these documents where appropriate.  Consult any of the persons listed in Section 1.4 if you have any questions.

At the end of the Code, you will find a section of Definitions.

Any waiver of the provisions of this Code for an executive officer or a director must be made by the Board of Directors and will be promptly disclosed.

The Code of Conduct does not create any rights to continued employment and is not an employment contract. 

1.1. Persons subject to the Code of Conduct

The Code applies to employees and the director of CMPC and its direct and indirect subsidiaries. Employees of joint ventures and entities in which CMPC holds venture capital investments are not subject to the Code except to the extent the Legal and Compliance Department determines otherwise.  The provisions of the Code described in Section 4.8 also apply to former employees. 

If any provision contravenes or is less restrictive than the applicable law of any jurisdiction, the local law will apply.  Similarly, certain business units have policies that are more restrictive than the Code, and those more restrictive policies will apply to those units.  You are responsible for understanding and complying with these laws and policies.

1.2. Consultants, agents and temporary workers

 In general, consultants, agents and temporary workers are expected to comply with the underlying principles of the Code.  Specific arrangements with such persons will vary depending on their relationship to the firm. 

1.3. Consequences of violating the Code

 Compliance with the Code and with other policies and procedures applicable to you is a term and condition of employment by CMPC.  Violations of any laws that relate to the operation of our business, the Code, or other applicable policies and procedures, or failure to cooperate as directed by the firm with an internal or external investigation, may result in corrective action, up to and including immediate termination of employment.  The firm will take all reasonable actions to enforce the Code.  In cases where a violation of the Code could cause the firm irreparable harm, it may seek injunctive relief in addition to monetary damages.

1.4. Questions about the Code

Employees, who have questions about the Code or other policies and procedures, or about how a particular rule applies in a specific situation, should contact management.

The following lists some of the common situations in which you may have obligations under the Code and refers you to the relevant section(s) of the Code.  You should not use this list as a substitute for familiarity with all provisions of the Code.

1.5. Obligation to report violations

You must promptly report any suspected violation of the Code or any applicable law regulation, whether the suspected violation involves you or another person subject to the Code.  In addition, you should report any illegal conduct, or conduct that violates the underlying principles of the Code, by any of our customers, suppliers, contract workers, business partners, or agents.  If something doesn’t look right, say something.

Report violations as follows:

• Matters involving harassment or discrimination must be reported to management.
• Matters involving fraudulent acts, including acts by third parties against the firm or personal dishonesty by an employee, must be reported to management.
• If you believe that an official at a high level of the firm is involved, report to the President.
• All other matters should be reported  to the President.

If the persons to whom you report a violation are not responsive, or if there is reason to believe that reporting to the persons indicated above is inappropriate in a particular case, then you should contact the firm’s President.

You may report your concerns anonymously, if you wish.  We will respect the confidentiality of those who raise concerns, subject to our obligation to investigate the concern and any obligation to notify third parties, such as regulators and other authorities.  We strictly prohibit retaliation against employees for good faith reporting of any actual or suspected violations of the Code.

1.6. Current version of the Code

The current edition of the Code is posted on the intranet.  It may be amended from time to time, and all amendments are effective immediately upon posting.  It is your responsibility to review the Code from time to time to ensure that you are in compliance.

1.7. Affirmation

You are required to affirm, either in writing or electronically, that you have read and understood the Code and that you will comply with it.  This affirmation is required of new employees when they are hired and of new directors when they are elected to office.  In addition, periodically all employees will be required to re-affirm their understanding of and compliance with the then-current Code.

2.  DIVERSITY

CMPC is committed to providing an inclusive and nondiscriminatory working environment in which all employees are valued and empowered to succeed.  The firm prohibits discrimination or harassment on the basis of race, color, national origin, citizenship status, creed, religion, religious affiliation, age, sex, marital status, sexual orientation, gender identity, disability, veteran status, and any other status protected under any applicable law.  Each of us is responsible for ensuring implementation of this policy and maintaining a business environment free of harassment and intimidation. 

Likewise, you may not unlawfully discriminate in your dealings with current or prospective customers and suppliers.

3. CONFIDENTIAL INFORMATION

We are all responsible for the safeguarding of confidential information, whether it is information entrusted to us by our customers, information regarding CMPC’s businesses and activities, or information about other employees.

3.1. Information about the firm, its customers, its employees, and others

You may have access to confidential information related to the firm’s business.  Information related to the firm’s business includes information about the firm, as well as information related to the firm’s customers, counterparties, or advisory clients (all of which the Code refers to as customers), business partners, suppliers, and your fellow employees.

You may not, either during your period of service or thereafter, directly or indirectly use or disclose to anyone any such confidential information, except as permitted by the Code and other policies applicable to you. 

You should observe the following principles when dealing with information relating to the firm’s business:

• Assume that most information that you have about the firm and its business, or about it’s past, present or prospective customers, suppliers, and employees, is confidential, unless the contrary is clear.
• Treat all personal information about individuals as confidential.
• Before sharing confidential information with others in the firm, be sure that you are permitted to do so.  Do not disclose confidential customer information to other employees who are not involved with the transaction or service for which the information was provided to the firm --- even if you believe the disclosure might be useful in the context of other firm business --- unless you are authorized to do so.
• Do not disclose confidential information to anyone outside the firm unless you are authorized to do so.  Where such disclosure is authorized, a confidentiality or privacy agreement may be required; check with management.
• If you are permitted to share information, use your judgment to limit the amount of information shared and disclose it only on a need-to-know basis in order to provide the services we are engaged to provide.  Ensure that the recipient knows the information is confidential and has been instructed about restrictions on further use and dissemination.
• Comment or provide information on matters related to the firm’s business only if it is part of your job function or you are otherwise authorized to do so.
• Protect confidential information on matters related to the firm’s business only if it is part of your job function or you are otherwise authorized to do so.
• Protect confidential information when communicating electronically – for instance by e-mail or through the internet.
• Remember that all forms of communication are covered, including written, telephonic, and electronic communications such as website chat rooms, e-mail, and instant messaging.
• Consult your manager if you have any questions about whether information can be shared.

3.2. Prior Employer’s confidential information and trade secrets

Do not disclose to CMPC or use during your employment at CMPC any confidential information or trade secret of a prior employer, unless the information or trade secret is then public information through no action of your own.

3.3. Special rules regarding customer information and data privacy legislation

Each of us has a special responsibility to protect the confidentiality of information related to customers.  This responsibility may be imposed by law, may arise out of agreements with our customers, or may be based on policies or practices adopted by the firm.  Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers.  Various business units and geographic areas within CMPC have internal policies regarding customer privacy.  You should be familiar with those that apply to you.  Customer information should never be disclosed to anyone outside the firm except as permitted by law and in the proper conduct of our business, where disclosure is required by legal process, or where management otherwise determines it is appropriate.

3.4. Publications, speeches, and other communications relating to CMPC’s business

You should be alert to situations in which you may be perceived as representing or speaking for the firm, especially in public communications (including internet chat rooms, bulletin boards, etc.).  You should not make any statements on behalf of CMPC, or regarding CMPC, its business, or its customers, unless it is part of your job or you are otherwise specifically authorized to do so.  Refer all media inquiries to management.

Public testimony (as an expert witness or otherwise), publications and speaking engagements relating to the firm’s business are subject to pre-clearance.  Subpoenas, media inquiries, supplier forums, and requests from customers or suppliers for testimonials or endorsements should be handled in accordance with applicable procedures.  Before engaging in any of these activities, consult management and the relevant policies and procedures.

4. OTHER BUSINESS CONDUCT

 We are all expected to conduct the firm’s business in accordance with the highest ethical standards, respecting the firm’s customers, suppliers, and other business counterparties, dealing responsibly with the firm’s assets, and complying with applicable legal and regulatory requirements.

4.1. Assets of the firm

You are expected to protect the firm’s assets as well as the assets of others that come into your custody.

The firm’s assets include not only financial assets such as cash and securities and physical assets such as furnishings, equipment and supplies, but also customer relationships and intellectual property such as information about products, services, customers, systems and people.  All property created, obtained or compiled by or on behalf of the firm, including customer lists, directories, files, reference materials  and reports, computer software, data processing systems, computer programs and databases, belongs to the firm.

The firm’s assets should be used only for the conduct of the firm’s business, except where limited incidental personal use is authorized by the Code or other applicable policies.

Any invention, discovery, development, concept, idea, process or work related to the firm’s business, written or otherwise, whether or not it can be patented or copyrighted, that you develop alone or with others during your employment with the firm (all of which are referred to as “Company Inventions”) belongs to the firm.  If a Company Invention is something that can be copyrighted and you create it as a part of your job with the firm or because the firm asks you to create it, it is a “work made for hire.”  The firm is not required to acknowledge your role in the creation of any Company Inventions or have your permission to modify, expand, or benefit from it.

As a condition of your employment, you assign exclusively to the firm all of your right, title and interest in Company Inventions.  You further agree to assist the firm in obtaining for its own benefit intellectual property rights, including any patents and copyrights, in the firm Inventions and agree to deliver any documents that may be requested to assure, record or perfect your assignment of the Company Inventions to the firm.

Telephones, electronic mail (e-mail) systems and other electronic communications devices provided by CMPC, whether in the workplace or elsewhere, are the properties of the firm and should be used for business purposes; however, limited incidental personal use is permitted, consistent with the Code and all other policies of the firm.

The use of e-mail, the firm’s intranet and the internet must conform to the policies of CMPC.  E-mail and internet systems may be used to transmit or provide access to confidential information only when such information is adequately protected and transmitting such information is necessary for business purposes.

Among other things, the following are prohibited in electronic communications:

• statements, which, if made in any other forum, would violate any of our policies, including policies against discrimination and harassment, participation in impermissible or illegal activities (such as gambling or the use and sale of controlled substances), and the misuse of confidential information.
• accessing, downloading, uploading, saving, or sending sexually oriented or other offensive materials.

CMPC considers all data and communications transmitted through, received by, or contained in the firm’s electronic or telephonic equipment and systems to be CMPC’s property and, subject to applicable laws and regulations. CMPC reserves the right to monitor, review, and disclose all such data and communications as it deems appropriate.  You should have no expectation of privacy when using such resources.

Internal accounting controls and record-keeping policies have been established in order for CMPC to meet both legal and business requirements.  You are expected to maintain and adhere to these controls and policies.

The falsification of any book, record or account relating to the business of CMPC, its customers, or its suppliers, or to the disposition of assets of the firm, its customers, or its suppliers (including without limitation the submission of any false personal expense statement, claim for reimbursement of a non-business expense or a false employee record or claim under an employee benefit plan), is prohibited.

The firm’s record-keeping policies include policies for records and document retention and destruction.  Notwithstanding any other provision of document retention policies, no document or record may be destroyed if you have been advised or otherwise should recognize that it may be relevant to a pending or threatened legal or regulatory proceeding, except in accordance with procedures approved by management.

It is of critical importance that CMPC’s filings with regulatory authorities be accurate and timely.  Information provided to those involved in preparation of the firm’s disclosures to regulators and investors should be complete, accurate, and informative.

 Your authority to act on behalf of CMPC is limited by various laws, regulations, corporate charters, bylaws, and board resolutions as well as internal policies and procedures.  You may not sign any documents, or otherwise represent or exercise authority, on behalf of any CMPC entity unless you are specifically authorized to do so.  Be aware of limits on your authority and do not take any action that exceeds those limits.

Delegation of authority, where permissible under corporate policies and otherwise appropriate, should be reasonably limited in scope and subject to appropriate ongoing oversight.

4.6.1. Fair dealing
You should always endeavor to deal fairly and in good faith with the firm’s customers, suppliers, competitors, business partners, regulators, and employees.  It is our policy not to take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

4.6.2. Customer, supplier, and employee relationships
During your employment you may not, directly or indirectly:

• solicit for a competitor, or divert or attempt to divert from doing business with CMPC, any customer identified prospective customer, supplier, or other person or entity with whom CMPC has or had a business relationship
• solicit CMPC’s employees for employment or engagement elsewhere or solicit or induce any employee, consultant, independent contractor, agent, or supplier to leave CMPC.

CMPC has established policies, procedures and internal controls designed to assure compliance with international laws and regulations regarding money laundering and terrorist financing, including relevant provisions of the Bank Secrecy Act and the USA Patriot Act in the United States and similar legislation in other countries.  You should be familiar with, and comply with, these policies, procedures and controls.  You should also understand your obligations to:

• know your customer and your customer’s use of the firm’s products and services.
• get proper training if you are identified as being in a job that poses a risk of money laundering or terrorist financing.
• be alert to and report unusual or suspicious activity to management.

4.8. Post-employment responsibilities

As a condition of continued employment with CMPC, employees will have certain responsibilities after their employment with CMPC terminates.  These responsibilities include an obligation to return all firm assets in their possession, to maintain the confidentiality of information, to refrain from insider trading based on information obtained in the course of employment by CMPC, and, if requested, to assist CMPC with investigations, litigation, and the protection of intellectual property relating to their employment.  Production staff employees have additional obligations for one year after they leave CMPC, including prohibitions on the solicitation of CMPC officers and customers.  You are responsible for knowing which post-employment restrictions and requirements apply to you.

Employees must never permit their personal interests to conflict with or to appear to conflict with the interests of the firm.  When faced with a situation involving a potential conflict, ask yourself whether public disclosure of the matter could embarrass CMPC or you, or would lead an outside observer to believe a conflict exists, whether or not one actually does.  You must disclose to management all potential conflicts of interest, including those in which you may have been placed inadvertently due to either business or personal relationships with customers, suppliers, business associates, or competitors of CMPC, or with other CMPC employees.

5.1. Personal relationships

You may not act on behalf of CMPC in any transaction or business relationship involving yourself, members of your family, or other persons or organizations with which you or your family have any significant personal connection or financial interest.  These matters should be handled by an authorized unrelated employee.

You may not engage in self-dealing or otherwise trade upon your position with CMPC or accept or solicit any personal benefit from a client or supplier not generally available to other persons or made available to you due to your position with CMPC (except in accordance with our policies regarding the occasional acceptance of gifts).

Negotiating with CMPC on behalf of others, with whom you or your family have a significant connection, should be avoided if there is a risk that your involvement would be perceived as self-dealing or trading upon your position with the firm.

Hiring or working with relatives, or someone with whom you have a romantic relationship, is subject to specific restrictions.  You should be aware of those limitations if they apply to you.

5.2. Personal finances

Because of the nature of our business, any improper handling of your personal finances could undermine your credibility and that of CMPC.  Also, a precarious personal financial position might appear to influence actions or judgments you make on behalf of CMPC.

You may not borrow money (other than nominal amounts) from or lend money to other employees, customers, or suppliers, or act as a guarantor, co-signer or surety or in any other similar capacity for customers, suppliers or other employees.  You should borrow only from reputable organizations that regularly lend money.  If you borrow from any financial institution, the loan must be obtained on nonpreferential terms.

In general, you may not participate in any other personal financial transactions with fellow employees, customers, or suppliers.  This prohibition includes shared investments (unless they are either widely held or held pursuant to firm sponsored co-investment plans) and investment clubs.

The foregoing limitations do not apply to:

• borrowing from, or acting as guarantor, co-signer, or surety for, relatives or close personal friends.
• borrowing on non-preferential terms from a customer that is in the financial services business.
• making consumer credit purchases on non-preferential terms from a customer or supplier in the normal course of that customer/supplier’s business.

5.3.1. General
Your outside activities must not reflect adversely on CMPC or give rise to a real or apparent conflict of interest with your duties to the firm.  You must be alert to potential conflicts of interest and be aware that you may be asked to discontinue any outside activity if a potential conflict arises.  You may not, directly or indirectly:

• accept a business opportunity from someone doing business or seeking to do business with CMPC that is made available to you because of your position with the firm.
• take for yourself a business opportunity belonging to the firm.
• engage in a business opportunity that competes with any of the firm’s businesses.

Employees may not work for, or serve as a director or officer of or advisor to, a competitor of the firm.  Competitors include unrelated depository institutions, credit unions, lenders, and underwriters.  You should also not invest in a competitor (other than investments in securities of publicly traded companies).

Outside activities must not interfere with your job performance or require such long hours as to affect your physical or mental effectiveness.  Your job at CMPC should always be your first work priority.

You may accept appointments as a personal fiduciary only for family members and close personal friends.  However, you may not act as a personal fiduciary for a personal friend if the friendship developed in the context of a CMPC customer relationship.

5.3.2. Required pre-clearance of outside activities
Pre-clearance is required for certain outside activities, as described below.

• Outside business activities.  Subject to the exclusions listed below, you are required to pre-clear:
  • any outside activity for which you will be paid, including a second job.
  • whether or not you will be paid, any affiliation with another business as a director, officer, advisory board member, general partner, owner, consultant, holder of 5% or more of the business’ voting equity interests, or in any similar position.

However, the Code does not require you to pre-clear the following activities (although these matters may be subject to clearance or reporting requirements of your business unit):

• any appointment made by CMPC to the board of an entity in which the firm holds a venture capital investment.
• any appointment made by the Private Bank to personal investment corporations or other entities formed to hold real estate or other investments for customers.
• any appointment by any CMPC pooled investment vehicle managed by such CMPC affiliate.
• any appointment by any CMPC affiliate to the board of a special purpose entity established for purposes of a loan workout or bankruptcy proceeding in which CMPC has an interest.
• any affiliation with a trade association or other such organization related to your position at CMPC.
• positions with co-op boards, condominium associations, and similar entities, the sole business of which is to hold title to and/or manage real property in which you can or do reside.
• positions with special purpose entities established solely for purposes of your or your family’s estate or tax planning or to hold your or your family’s real estate or other investments

• Not-for-profit activities. Not-for-profit activities generally do not require pre-clearance.  However, you are required to pre-clear any board or official position with a not-for-profit entity if:
  • the not-for-profit entity is a customer of the firm (unless you are involved in providing those services).
  • you have been requested to serve in that capacity by CMPC or by a customer or supplier.
  • your service would otherwise present a conflict of interest or the appearance of a conflict of interest.
    
    
• Governmental activities. You are required to pre-clear:
  • any government position, including as an elected official and as a member, director, officer or employee of a governmental agency, authority, advisory board, or other board (a school or library board, for example).  You must obtain pre-clearance before becoming a candidate for elective office.

Procedures and forms for pre-clearance of these activities are available through management upon request.

You must seek a new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job with CMPC or in your role with respect to that activity or organization.  You must also notify management when any approved outside activity terminates.

Note also that publications and speaking engagements relating to the business of CMPC must be pre-cleared under Section 3.4 of the Code.

Volunteering for a political campaign.  If you wish to volunteer for a political campaign, you must do so on your own time and as an individual, not as a representative of the firm or any of its affiliates.  You may not use and CMPC staff, facilities, equipment, supplies, or mailing lists.

When acting as a fundraiser for a candidate or political event, be certain that your activities cannot be viewed as connected with your position with CMPC, especially when communicating with colleagues, customers, or suppliers.  Contact management for further guidance on such activity. 

(Note that running for public office is covered by Section 5.3.2.)

Political contributions.  You have the right to participate in the political process by making personal contributions from personal funds, subject to applicable legal limits.  However, you cannot be reimbursed or otherwise compensated by CMPC for any such contribution.

Additionally, you must contact management with respect to a personal political contribution that could violate, or create the appearance of a violation of, the Foreign Corrupt Practices Act or local law.  Employees need to be especially sensitive when giving to officials who are part of the decision-making process with respect to any matters relating to the firm.

5.5. Accepting gifts, meals, and entertainment from customers, suppliers, and others doing business with CMPC

A gift may take many forms.  For the purposes of the Code, the term “gift” includes anything of value for which you are not required to pay the retail or usual and customary cost.  A gift may include meals or refreshments, goods, services, tickets to entertainment or sporting events, or the use of a residence, vacation home or other accommodations.

Gifts given by others to members of your family, to those with whom you have a close personal relationship, and to charities designated by you, are considered to be gifts to you for purposes of the Code.

You may never, except as provided in the Code:

• Solicit for yourself or for anyone else (other than the firm) anything of value from anyone in return for any business, service, or confidential information of the firm.
• accept anything of value, directly or indirectly (other than bona fide salary, wages, awards, and fees paid by or to the firm), from anyone in connection with the business of the firm, either before or after a transaction is discussed or consummated.

Note that the restrictions in this section 5.5 are not intended to apply to gifts based on obvious family (such as your parents, children, or spouse) or close personal friendships, where the circumstances make it clear that it is the relationship rather than the firm’s business that is the motivating factor.

5.5.1. What you may accept
Acceptance of gifts of any kind (including entertainment and hospitality) from persons that do business with CMPC is generally discouraged.  Subject to the prohibitions in Section 5.5.2 and to any more restrictive policies your business unit may have, the following gifts may be accepted on infrequent occasions from a party that does business with CMPC, if it is clear that the party is not trying to influence or reward you in connection with any business decision or transaction and the gift is unsolicited:

• gifts that have a nominal retail value and are given on an occasion when gifts are customary (on a birthday or major holiday, or on the occasion of a promotion or retirement, for example; note that gifts given by a customer in appreciation for good service are generally not permitted, as we consider excellent service to be part of our job and not out of the ordinary).
• advertising or promotional material of nominal retail value, such as pens, pencils, note pads, key chains, calendars, and similar items.
• discounts and rebates on merchandise or services that are offered to the general public, or to all employees under a plan negotiated by CMPC.
• customary mementos at closing dinners, permitted golf outings, and similar functions.
• civic, charitable, educational, or religious organization awards for recognition of service and accomplishment having a nominal retail value.
• meals, refreshments, and entertainment in the course of a meeting or other occasion, provided:
  • the purpose is business-related,
  • your host is present,
  • your attendance is related to your duties with CMPC,
  • the level of expense is reasonable and customary in the context of your business and the relationship with the host,
  • the expense would be paid for by CMPC as a reasonable business expense if not paid for by the host, and
  • the frequency of such invitations from one host is not excessive.

If you have questions about whether a specific invitation may be accepted under this item --- whether, for example, it is business-related, or reasonable and customary in the context of our business with the host --- discuss it with your manager.

• gifts that are perishable (a fruit basket, for example) and therefore cannot be easily returned, if they are not extravagant and are shared among members of your business unit.  If you have questions about whether a gift of perishable items is extravagant, discuss it with your manager.

For the purposes of this Section, a “nominal retail value” means a retail value not exceeding U.S. $100, the approximate equivalent in local currency as determined by your Compliance unit, or such lesser amount as is determined for your business group by your Compliance unit.

5.5.2. What you may not accept

Except as approved pursuant to Section 5.5.3, you may not accept the following from any current or prospective customer, supplier, or other party doing business with CMPC (even if it is otherwise permitted under Section 5.5.1):

• gifts of cash or cash equivalents (such as gift certificates, gift checks, or securities).
• discounts not available to the general public or to all employees under a plan negotiated by CMPC.
• gifts to be delivered in installments.
• bequests or legacies.
• invitations to parties, sports outings, and similar events solely for groups of more than ten CMPC employees sponsored by parties that do business with CMPC, including golf or other sports or similar outings, year-end parties group dinners, or departmental entertainment.
• travel or accommodation expenses, unless they have been approved in writing by the President (travel and accommodations are not considered gifts and may be accepted if they are agreed as part of a business transaction between the party providing the travel or accommodations and CMPC).
• tickets for professional sports, concerts or other events for your personal use, other than as permitted under Section 5.5.1, unless you have reimbursed the party providing the tickets for the face value of the tickets (note that solicitation of such tickets is generally inappropriate, even where you do reimburse the party providing them).

5.5.3. Other approvals
Management may approve, on a case-by-case basis, the acceptance of a gift that is not specifically permitted under Section 5.5.1, or that is prohibited under Section 5.5.2.  Any such approval must be in writing and pursuant to full written disclosure of all relevant facts, including the name of the donor, the circumstances surrounding the offer and acceptance, the nature and approximate value of the gift, and the reason why it cannot or should not be returned.

5.5.4. Required reporting of gifts
You are required to file a Gift Report with respect to:

• any gift that is not permitted under Section 5.5.1 or that is listed in Section 5.5.2, if the gift has not been refused or returned (even if acceptance has been approved in accordance with Section 5.5.3).
• the officer or receipt of any gift that is so lavish it could give rise to an inference of impropriety, whether or not you refuse or return it.
• the offer or receipt of frequent gifts from one source, whether or not you refuse or return them.

Local laws or industry-specific regulations often limit or prohibit the giving of gifts by CMPC to an employee of a current or prospective customer or supplier.  For example, broker-agents and asset managers are generally subject to regulatory restrictions on providing gifts.

The giving of gifts to governmental officials is in most cases strictly limited by law or regulation.  In this instance, gifts include not only an actual item of value, but also the value of transportation, lodging, meals, entertainment, services, or invitation to an event (even if it is for a non-profit entity to which you extend an invitation to a governmental official).  However, depending on the jurisdiction, there may be exceptions.  All gifts to governmental officials must be pre-cleared by the Government Affairs Department.

Business-related gifts not prohibited by law should be appropriate for the occasion and conform to the Code.

5.7. Charitable solicitation at work; charitable contributions

While the firm encourages its employees to become involved with charitable organizations, there are restrictions on solicitation of customers, suppliers, and fellow employees for contributions.  You should become familiar with the relevant policies before engaging in any such activities.

Occasionally customers or suppliers ask that CMPC make a contribution to a charity for not-for-profit organization.  If it is necessary for business development purposes to make a contribution, you should contact management to help determine the appropriate level, including consideration of whether the firm has already made a contribution to the organization.

6. PERSONAL SECURITIES AND OTHER FINANCIAL TRANSACTIONS

Your personal investment activities should always be conducted with the Company’s reputation in mind and in compliance with all applicable laws and regulations.

6.1. General investment principles

Employees are expected to devote their workdays to serving the interests of our clients and CMPC.  Accordingly your personal securities and other financial transactions must be oriented towards a philosophy of investment as distinguished from short-term or speculative trading.

6.2. Persons and accounts subject to policies

All personal investment policies that apply to you also apply to transactions for the account of your spouse, your domestic partner, your minor children, and any other person to whom you provide significant financial support, as well as to transactions in any other account over which you or any of these persons exercise investment discretions, regardless of beneficial interest.  These are referred to as “employee-associated accounts”.

6.3. Trading in securities of clients and suppliers

As a general rule, you should not invest in any securities of a client with which you have or recently had significant dealings or responsibility on behalf of CMPC if such investment could be perceived as based on confidential information.  You may be subject to broader restrictions imposed by your business unit.

If you have information about or are directly involved in negotiating a contract material to a supplier of CMPC you may not invest in the securities of such supplier.

If you own the securities of a company with which we are dealing and you are asked to represent CMPC in such dealing you must:

• disclose this fact to management; and
• obtain prior approval from management before selling such securities.

Definitions

Assets of the Firm:  Examples of assets of the firm are:

• furnishings, equipment, supplies and services, such as telephone, the firm’s intranet and internet
• CMPC inventions
• any property created, obtained or complied by or on behalf of, CMPC, including customer lists, directories, files, reference materials and reports, computer software, data processing systems, computer programs, and databases
• trade secrets
• security and other business practices or processes, policies, procedures and know-how cost, pricing or financial information
• employee compensation, health or personnel records
• business or marketing plans
• research
• business relationships
• products and services
• any other information that the firm considers to be proprietary or confidential information

Code of Conduct:  The Code of Conduct, also referred to as the Code, includes all other policies referred to in the Code, and any supplemental policies and procedures that may be applicable to you.

Confidential information:  Examples of confidential information:

• trade secrets, security and other business practices or processes, policies or procedures or know-how
• internal and external audit reports
• nonpublic portions of bank examination reports and other reports or information filed with regulators
• software, data processing programs, databases
• customer or supplier lists, telephone or other contact lists and other information about customers
• customer presentations
• information about employees of customers or suppliers
• cost, pricing or financial information
• employee directories, lists, telephone numbers, or other information about employees
• employee compensation, health or personnel records
• business or marketing plans and research
• information posted on the firm’s internal websites

Examples of other confidential information about customers:

• the same kind of information that the firm considers confidential about itself
• information obtained from requests or applications for our products or services or as a result of “know your customer” due diligence, such as a personal identification number (for example, depending on the location, a passport, social security or national health number), birth date or financial information disclosed in a loan application
• information about transactions with the firm, such as account balances, mortgage loans or other lending, capital markets or trading transactions
• information obtained from consumer reporting agencies (credit bureaus), such as a person’s credit history
• information provided in connection with an advisory assignment, such as financial projections
• any assessment by the firm of a customer’s creditworthiness
• the fact that a person is a customer
• information collected through an information collection device from a web server (such as a cookie or a beacon)

Supplier or other third party information that you should assume to be confidential:

• the same kind of information that the firm considers confidential about itself
• information received from others such as financial reports or projections and information about its business plans, customers, suppliers or creditors

Firm:  CMPC and its direct and indirect subsidiaries.

Gift:  anything of value for which you are not required to pay the retail or usual and customary cost.  A gift may include meals or refreshments, goods, services, tickets to entertainment or sporting events, or the use of a residence, vacation home or other accommodations.

Inside information:  Confidential information that is material, nonpublic information about the securities, activities, or financial condition of a corporation, public entity or other issuer of securities or financial instruments.  Material, nonpublic information concerning market developments may also be construed to be inside information.

CMPC:  Creative Mortgage Partners Corporation and its direct and indirect subsidiaries.

Material information:  Information is “material” when it could have an impact on the market price of securities involved or if it is likely that a reasonable investor would consider the information important in deciding whether to purchase or sell the securities.  Information may be material to one issuer but not to another.  Information may be material to certain securities of an issuer but not material to all securities of that issuer (e.g., to equity, but not to debt).  Examples of information that could be material include:

• mergers, acquisitions, tender offers and restructurings
• substantial nonperforming loans or impending bankruptcy
• securities offerings and repurchases
• a change in earnings and dividends (or estimates of same)
• significant new business products, discoveries and services or the loss of any of these
• a change in an issuer’s credit rating by a rating agency
• significant shifts in operating or financial circumstances, such as cash-flow reductions, major write-offs, changes in accounting methods and strikes at major plants
• voluntary calls of debt or preferred stock issues
• significant litigation or litigation developments
• governmental developments that could affect securities markets
• changes in control or management
• developments regarding customers or suppliers (e.g. loss or acquisition of a contract)

Need-to-know:  Persons with a “need-to-know” information require access to that information in order to perform the services we are engaged to provide to the party who provided the information to us --- for example, lawyers, accountants and other experts, compliance officers, credit personnel, and senior management personnel.  Who “needs-to-know” any particular information will depend on the specific facts and circumstances; if in doubt, consult management.  Justification of communicating confidential information does not exist simply because the information is helpful to another department in activities that are unrelated to the service or transaction for which the information was obtained.  In some circumstances, legal counsel may determine that limited disclosure is required by law (in response to a subpoena, for example) or is otherwise appropriate.  These decisions should be made only by management.

Nonpublic/Public information:  Information should be considered nonpublic unless it is clearly public.  Information is deemed public once it has been publicly announced or otherwise disseminated in a manner that makes the information available to investors generally.  For example, limited disclosure over a private wire service for institutional investors is not considered full disclosure to the public.  Information disclosed in a press release distributed through a widely circulated news or wire service would generally be considered public.

Personal fiduciary:  A person who is undertaken to act primarily for another’s benefit, such as a trustee, executor, attorney-in-fact or guardian, outside the scope of your normal job responsibilities at CMPC.

Production staff:  Any employee listed by management as production staff (whether by title or otherwise).