The “Company” and its directors, officers and employees are subject to the anti-bribery laws (E.g. USA) and of other jurisdictions. This Policy Statement sets forth rules governing the giving of anything of value to a foreign government official for the purpose of gaining an improper business advantage. To make sure that Covered Persons (defined herein) do not violate these rules and to protect the reputation of the Company, it is critical that Covered Persons carefully read the following Policy Statement. 

Covered Person. This Policy Statement applies to the giving of anything of value to a foreign government official by each Covered Person, which term includes each director, officer and employee of the Company and anyone acting on their behalf to obtain or retain business, influence foreign officials or secure a commercial, regulatory or legislative advantage or benefit (“Third Parties”). Third Parties might include, for example, the Company’s managers, agents, brokers, consultants, business partners and representatives. All Third Parties are required to be familiar with this policy and comply with it when acting on behalf of the Company. 

The Company expressly prohibits any Covered Person from giving anything of value to a foreign government official for the purpose of influencing him or her in order to obtain or retain business or secure any improper business advantage. Such conduct exposes Covered Persons and the Company to criminal prosecution in the United States and in other countries in which the Company operates under their anti-bribery laws. Covered Persons are required to be familiar with this policy and comply with it when acting on behalf of the Company. For further guidance on complying with antibribery laws in the United States or elsewhere, Covered Persons are encouraged to consult with Chief Compliance Officer. If, at any time, Covered Persons learn of any potential violation of this policy, they must contact Chief Compliance Officer. 

“Anything of value” includes not only cash or cash equivalents, but can include entertainment, meals, travel, gifts and political or charitable contributions. Accordingly, the Company’s general rule is that we prohibit paying for entertainment, meals, travel and gifts for any foreign government employee or official or political party or party official, including employees of organizations or companies that are controlled by foreign municipalities or governments, such as sovereign wealth funds, political parties, militaries, coast guards, port authorities, members of royal families, or state-owned companies (collectively, “foreign official(s)”) if we are dependent on those foreign officials for business, licenses, security, inspections, or any other aspect of the Company’s business. 

The concept of “foreign official” is extremely broad and can even include employees of companies that are minority-owned by a government. If Covered Persons are unsure whether a customer with whom they deal is considered a “foreign official,” they should direct any questions to Chief Compliance Officer. It is a violation of the Company’s policy not only for a director, officer or employee to give something of value to a foreign official him or herself for an improper purpose; making such payments through a Third Party is also prohibited by the Company’s policy. 

There are, however, certain exceptions to the Company’s general rule when paying for entertainment, meals, travel or a gift for a foreign official is permissible if it is of modest value, a matter of simple common courtesy under local custom, incidental to conducting legitimate and bona fide business and not done for an improper purpose such as influencing the foreign official to grant or maintain business with the Company or provide the Company with an improper business advantage. 

The following guidance is intended to address most situations we believe Covered Persons face in determining whether such practices with respect to foreign officials are permissible under the Company’s policy. 

Pre-Approval Process 

Any exceptions to the above guidance must be pre-approved by both the Covered Person’s manager (or Company contact, in the event the Covered Person is a Third Party) and Chief Compliance Officer and accompanied by a preapproval form. 

Reimbursement and Record Keeping 

All entertainment, meal, travel, lodging and gift expenses incurred with respect to foreign officials (“Expenses”) will be reimbursed only if accompanied by sufficiently detailed proof of payment and by an expense reimbursement form that includes:  

1. the date of the Expense;  
2. all recipients on whose behalf the Expense was incurred and their organizational affiliation and the names of any Covered Person in attendance or in whose name a gift was given or entertainment provided; 
3.  the item for which or the manner in which the Expense was incurred (e.g., cigarettes, dinner); 
4. the name and location (city, state, country) of the establishment where the Expense was incurred; 
5.  a reasonable explanation of the legitimate business purpose of the Expense;  
6. to the extent not set forth on the receipt, an itemization of the components of the Expense (e.g., meals, gratuities, etc.); and  
7. whether Expenses have been incurred on behalf of the recipient previously during the same calendar year, including the date, amount and description of such Expense. 

A director, officer or employee submitting reimbursement for an Expense must have been in attendance if the Expense was for a meal or entertainment. All expenses for a given event should be submitted by the most senior representative of the Company in attendance. 

In circumstances in which a Covered Person is unable to obtain the requisite prior approval, the Covered Person must inform his or her manager (or Company contact, in the event the Covered Person is a Third Party) and Chief Compliance Officer within 48 hours of incurring the expense. 

Political and Charitable Contributions 

Political and charitable contributions made at the request of a foreign official on whom we rely for business, licenses, security, inspections, or any other aspect of the Company’s business present unique circumstances. Before making any such contributions, a Covered Person is required to obtain approval from Chief Compliance Officer. 

Payments to Facilitate Routine Governmental Action 

The following is intended to provide clarity on a practice known as making “facilitating” or “expediting” payments to assist Covered Persons in determining whether a practice would be permissible or prohibited under the Company’s policy. Facilitating or expediting payments are modest payments made in certain regions of the world where such payments are considered necessary to expedite or secure the performance of a routine governmental action (to which we would be entitled even if no payment were given). 

A facilitating payment is the one limited exception to the Company’s general prohibition on giving cash to a foreign official. Such a payment is permitted in rare and unusual circumstances and most employees are not in positions in which such a practice is permissible. Such payments are permitted in very limited circumstances and only where the practice has been pre-approved by Chief Compliance Officer for a particular type of recipient in a particular region. Each payment does not require pre-approval, but the practice and circumstances of making such payments must be preapproved for the purpose for which it is given in the particular region and all payments must be appropriately recorded as described below. Moreover, such payments shall be reasonable and commensurate with the facilitation provided in return. 

The Company’s policy is to allow small monetary payments or nonmonetary gifts up to $50 for an individual for the purpose of expediting or securing a single action and up to $250 in the aggregate for any individual for the purpose of expediting or securing multiple actions over the course of any one-year period. If unique circumstances require a Covered Person to exceed these limits, pre-approval is required. The following guidance is intended to address most situations we believe Covered Persons face, in order to determine whether such practices are permissible under the Company’s anti-bribery policy. 

Reimbursement and Record Keeping 

To the extent possible, each facilitating payment that is made, whether by a director, officer or employee or Third Party, must be accounted for by an expense reimbursement form and properly recorded, including:  

1. the name of the director, officer or employee or Third Party requesting to make or having made the facilitating payment;  
2. the government agency involved;  
3. the name and seniority level (if available) of the government official;  
4. the underlying service that is being provided and the reason for the facilitating payment;  
5. the amount or typical amount of the facilitating payment; and  
6. the frequency of such payments to the named government agency or official. 

All such expenses must be recorded openly and transparently as“facilitating” or “expediting” payments. 

Guidance on Selection, Retention and Monitoring of Third Parties 

In any situation in which the Company is considering using a Third Party, to the extent possible under the circumstances, the Company representative responsible for retaining the Third Party must attempt to understand the Third Party’s reputation, government and political connections, historical business practices, prior instances of misconduct and familiarity with anti-bribery laws. 

In the case of an officer or employee, the use of a Third Party requires the approval of the officer's or employee's manager and Chief Compliance Officer. In the case of directors, the use of a Third Part requires the approval of Chief Compliance Officer. Under certain circumstances in which we have long-term relationships with Third Parties, we may ask them to certify that they have complied with the Company’s policy and relevant anti-corruption laws and regulations when performing services for us. When using a Third Party with whom we have a long-term relationship, Company directors, officers and employees are required to check with Chief Compliance Officer to determine whether such certification is necessary. 

When Third Parties are used to interact with government officials, all payments to Third Parties must be commensurate with the service being provided and before such payments are made, adequate detail about the services provided must be supplied. Expenses incurred by Third Parties on the Company’s behalf when doing business with government officials must conform to the Company’s policy and accompanied by the records and forms required for Covered Persons. 

In the course of entering into an agreement with a Third Party and over the period during which services are rendered, Company directors, officers or employees are required to monitor the Third Party’s performance for any indication that the Third Party may intend to act or has acted in a manner inconsistent with the Company’s anti-bribery policy. If Covered Persons become aware of any circumstances giving rise to suspicion that a Third Party may be in violation of the Company’s policy, Covered Persons are required to report such circumstances to their manager and Chief Compliance Officer. 

Some circumstances that may give rise to such suspicions are as follows: 

1. Reluctance or unwillingness to comply with the Company’s antibribery policy 
2. Failure to submit detailed receipts or information supporting a request for payment 
3. Family relationships with foreign officials 
4. Escalating commission rates or above-market commission rates 
5. A foreign official has suggested or required that the Third Party be used 
6. Inability to identify the value added by use of the Third Party 
7. Requests for payment of fees to be made in an unusual country or an unusual bank account 
8. Undisclosed associates or subcontractors with whom fees or commissions are shared.