Code of Business Conduct & Ethics

INTRODUCTION

CEO’s Statement

Our business is guided by what’s best for our clients. It’s what’s made us successful. It’s why we’ve survived amidst the economic downturns of the past and will continue to thrive through regulatory mandates of the future. It’s also why we’ve attracted you – the people who represent our Company each and every day.

Our reputation as a trusted partner is just as important today as it was when we began more than 50 years ago. That’s why we’ve made our Code of Business Conduct and Ethics part of our continuing education process. It reflects our commitment to clients and keeps us accountable to those we work alongside every day.

Whether you’re on the front line or behind the scenes, you are the reputation of Raymond James. Service First starts and stops with you in every interaction you have with others, both inside and outside of our organization.

I encourage you to review our Code of Business Conduct and Ethics. Also, be sure to keep a copy of it handy to reference when interacting with outside organizations.

Thank you for all you do to support our clients, and for helping achieve our vision of being the premier alternative to Wall Street.

PAUL C. REILLY
CEO, Raymond James Financial, Inc.

How the Code Works

What is the purpose of the Code?

Raymond James Financial, Inc., including its subsidiaries and affiliates (collectively “Raymond James” or the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) to reflect the core principles embodied in our Mission Statement: providing the highest level of service with integrity; adhering to the spirit and letter of applicable laws and Company policies; respecting and protecting the Company’s resources and relationships; working cooperatively with and supporting our fellow Associates; and giving back to the communities in which we live and work.

Whom does the Code cover?

The Code applies to all Associates, managers, financial advisors, officers, and agents (collectively “Associates”) and, to the extent enforceable, independent financial advisors associated with the Company (“Independent Advisors”). Given the scope of the Code, the Company reserves the right to share amongst its various affiliates and subsidiaries such information regarding your affiliation, engagement, and/or employment with the Company as the Company may, in its sole discretion, deem appropriate to fully effectuate the purpose of the Code. The Code does not apply to members of the Raymond James Board of Directors who are not also Associates of Raymond James. Such independent board members are governed by a separate code of ethics.

Does the Code replace the Associate Handbook?

No. The Code supplements, rather than replaces, the Company’s Associate Handbook. It also supplements the Company’s Compliance Manuals and other more detailed individual policies.

Is adherence to the Code mandatory?

Yes. Associates and, to the extent enforceable, Independent Advisors must follow both the spirit and letter of the Code. Violations of the Code are taken very seriously by Raymond James. Any Associate or Independent Advisor who violates any provision of the Code will be subject to discipline, up to and including termination of employment, or termination of an affiliation agreement, with Raymond James.

Am I required to report violations of the Code?

Yes. Associates and Independent Advisors have an affirmative duty to report all actual and suspected violations of the Code. They also have an affirmative duty to cooperate fully with any investigations conducted by the Company and/or any governmental agencies.

How do I report violations?

Raymond James is committed to fostering an open environment where Associates and Independent Advisors feel comfortable raising issues that are of concern. With that in mind, the Company has established a number of avenues in which Associates and Independent Advisors may report potential violations or raise concerns. These include speaking to any supervisor, the Human Resources Department, the Compliance Department, the Legal Department, the internal AlertLine, the Audit Committee, or the Board of Directors.

The Code does not change "at-will" relationship.

Nothing in the Code alters the “at-will” status of employment for any Associate of the Company or the terms of any agreement with an Independent Advisor affiliated with the Company.

Where is the Code available?

Raymond James provides every new Associate with a personal copy of the Code. Alternatively, the Code is accessible from the Company’s intranet site and publically available on Raymond James' website at www.raymondjames.com.

Purpose and Scope

The Purpose

Raymond James has built its reputation through providing the highest level of service and integrity since its inception. The Company is consistently ranked one of the best in the country in customer service, as a great place to work, and as a national leader in support of the arts.

The Company has grown and evolved in numerous ways over the years, but our integrity has remained constant. It is the cornerstone on which the Company was built, and it is as important to us today as the day the Company was founded. Conducting ourselves lawfully, professionally, and with the highest ethical standards remains our guiding principle and explains why Raymond James remains one of the most admired and emulated financial companies in the world. Compliance with the letter and the spirit of our Code, in addition to applicable laws and regulations and Raymond James’ policies and procedures, is not optional.

Highlighting these principles, the Code is not intended to envision or address every situation that can arise in our complex and constantly changing business. Rather, it is intended to summarize fundamental principles, explain our approach, and provide a framework in which the right decisions can be made.

Associates and Independent Advisors should exercise common sense, logic, and appropriate care when faced with compliance related issues, and they are expected to seek guidance immediately from their supervisor, their respective Chief Compliance Officer, the Chief Human Resources Officer, the General Counsel, or through any other avenue set forth within the Code. In appropriate circumstances, they must also escalate issues of potential concern.

The Scope

The Code governs all individuals associated with Raymond James. No one is exempt, regardless of position, level of success or personal circumstance. This includes all Associates, financial advisors who work directly for the Company, as well as all Independent Advisors affiliated with the Company. It also includes all supervisors, managers, and senior executives.

Violations of the Code

Violations of the Code by Associates or Independent Advisors will subject the offending party to discipline up to and including termination of employment or of the Independent Advisor’s contractual relationship.

COMPLIANCE AND REPORTING PROCEDURES

Communication of the Code

Raymond James understands the importance of ensuring that its’ Associates and Independent Advisors receive, read, and understand the Code. The Company widely disseminates the Code by providing all Associates with a copy upon their commencement of service at the Company. The Company further mandates that each Associate and Independent Advisor thereafter review and affirm compliance with the Code annually.

A copy of the Code can be obtained from the Chief Human Resources Officer, the respective Chief Compliance Officer, or the General Counsel. The Code is featured on our intranet site and is also available on the Company’s website at www.raymondjames.com.

Seeking Guidance and Reporting Concerns

Be proactive. Every Associate and Independent Advisor is expected to be proactive by asking questions, seeking guidance, and reporting any potential violations of the Code or other policies and procedures of the Company. In addition, every Associate and Independent Advisor is expected to report any potential violation of applicable laws, rules, or regulations arising in the conduct of the Company’s business or occurring on the Company’s property.

If any Associate or Independent Advisor believes that any action that may be in violation of the Code has or may be taking place, he or she is expected to bring the matter to the Company’s attention through any of the channels outlined below.

Seek guidance. The Company has long believed that Associates and Independent Advisors should be encouraged to express their concerns and feel confident that there will be no retribution for doing so. The best starting point for an Associate seeking advice on ethics-related issues or reporting concerns about potential violations of the Code will often be his or her immediate supervisor. For an Independent Advisor, it will often be his or her primary contact in regional management, regional supervision or regional compliance.

However, (i) if the conduct in question involves the immediate supervisor or primary contact in regional management or regional compliance, (ii) if the Associate or Independent Advisor has reported the conduct in question to his or her immediate supervisor, or the primary contact in regional management, regional supervision or regional compliance, and does not believe that it was properly dealt with, or (iii) if the Associate or Independent Advisor does not wish to discuss the matter with those individuals for any reason, the Associate or Independent Advisor may seek guidance from or report such concerns to his or her next level supervisor, the Compliance, Legal, or Human Resources departments, or the Audit and Risk Committee or full Board of Directors.

Report concerns to the Audit and Risk Committee. Any concerns or questions regarding potential violations of the Code, any other Company policy or procedure, or applicable law, rules or regulations, may be directed to the Audit and Risk Committee or its designee. Associates and Independent Advisors may use any of the methods below to communicate anonymously with the Audit and Risk Committee:

  • Writing to The Chairman of the Audit Committee 

Ben Esty: 617.495.6159          

  • Logging onto the Company’s AlertLine website or calling to speak to an AlertLine professional who can record the information and file a report. The RJF Alertline is a method of communication that allows Associates who witness unethical activities to report them in a confidential and anonymous manner.

AlertLine Website: https://raymondjames.alertline.com

AlertLine Phone Number: 1.888.686.8351

Anonymous reporting. If an Associate or Independent Advisor wishes to remain anonymous, he or she may do so using an appropriate communication channel, and the Company will use reasonable efforts to protect the confidentiality of the reporting person, subject to applicable law, rules and regulations, or to any applicable legal proceedings. In the event the report is made anonymously, however, the Company may not have sufficient information to investigate or evaluate the allegations. Accordingly, persons who make reports anonymously should provide as much detail as is reasonably necessary to permit the Company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.

Misuse of reporting channels. Associates and Independent Advisors may not use reporting channels in bad faith, for the purpose of retaliating, or in any false or frivolous manner.

No retaliation. The Company expressly forbids retaliation against any Associate or Independent Advisor who, acting in good faith, reports suspected misconduct. Any person who participates in any such retaliation is subject to disciplinary action, up to and including termination of employment or termination of any affiliation agreement with the Company.

STANDARDS OF CONDUCT

Our Commitment to a Safe, Diverse and Inclusive Culture

Equal Opportunity Employer

One of the hallmarks of Raymond James’ commitment to its community is being an equal opportunity employer. Raymond James values diversity in its ranks, and strives to treat all Associates with respect. Raymond James makes all employment decisions on the basis of merit and business needs.

Prohibition Against Discrimination

Consistent with its commitment to equal opportunity, Raymond James prohibits discrimination in the terms and conditions of employment based on race, color, ancestry, national origin, citizenship, religious creed, sex (including pregnancy, childbirth, or related medical conditions), marital status, domestic partnership status, sexual orientation, gender identity or expression, veteran status, military status, family care or medical leave status, age, physical or mental disability, medical condition, genetic information, or any other basis protected by applicable federal, state or local law, rule, ordinance, or regulation.

This policy applies to all terms and conditions of an Associate's employment, including but not limited to, hiring, assignment, promotion, demotion, scheduling, rates of pay, and termination. Raymond James’ commitment to a discrimination-free workplace extends to the selection and treatment of independent contractors, personnel working on our premises who are employed by temporary agencies, vendors, consultants, and any other persons or firms doing business for or with the Company. It is the responsibility of every Associate to abide by this policy.

Commitment to Harassment Free Workplace

Raymond James has a “zero tolerance” policy regarding harassment. The Company is deeply committed to providing a workplace environment free of harassment, threats, bullying, and intimidation. The Company places significant value on maintaining a culture that is inclusive and one in which all people are treated with courtesy, consideration and respect. Any behavior, whether verbal, written or physical, that results in harassment or creates a hostile work environment is strictly prohibited. The Company will not tolerate harassment of its Associates by or toward other Associates, clients or vendors, regardless of position, for any reason.

Prohibition Against Retaliation

Any Associate who believes he or she has been subjected to or observed any form of discrimination or harassment is encouraged and expected to report the conduct to his or her supervisor, location manager, the Company’s Chief Human Resources Officer, the Chief Compliance Officer, or the General Counsel. Complaints can also be made through the Company’s AlertLine or through any of the other channels described above.

The Company will promptly and thoroughly investigate complaints, concerns, and issues that are brought to its attention and will take appropriate corrective action. The Company forbids retaliation against any Associate who, in good faith, files a charge of discrimination, or who assists, testifies, or participates in an equal employment opportunity proceeding.

Honesty and Fair Dealing

Competing vigorously yet lawfully with competitors and establishing advantageous, but fair, business relationships with customers and vendors, are parts of the foundation for our long-term success. Unlawful and unethical conduct, even if it leads to short-term gains, may damage a company’s reputation and long-term business prospects. Accordingly, Associates and Independent Advisors must always endeavor to deal ethically and lawfully with the Company’s clients, vendors, and competitors, and their respective employees, in all business dealings on the Company’s behalf.

In addition, no Associate or Independent Advisor may create any false or artificial documentation or entries for books and records maintained by the Company.

Avoiding Conflicts of Interest

In order to protect the Company’s reputation and maintain its core values, Associates and Independent Advisors are prohibited from engaging in conduct that may give rise to a conflict of interest or the appearance of a conflict of interest.

What is a Conflict of Interest?

A conflict of interest occurs when an Associate’s or Independent Advisor’s personal interest or outside economic interest:

  • interferes with his or her responsibilities to a client;
  • results in a client’s interest being subordinated below that of the Associate or Independent Advisor;
  • interferes with his or her responsibility to Raymond James;
  • impedes his or her duty to exercise proper judgment; or
  • conflicts with fiduciary 

Addressing Conflicts of Interest

Associates and Independent Advisors are expected to identify and avoid actual and potential conflicts of interest. Any transaction or relationship that reasonably could be expected to give rise to a conflict of interest involving an Associate or Independent Advisor should be reported promptly to his or her immediate supervisor, the Chief Human Resources Officer, the Chief Compliance Officer, or the General Counsel. Actual or potential conflicts of interest involving executive officers must additionally be reported to, and reviewed by, the Audit and Risk Committee of the Board of Directors or another comparable body established by the Board of Directors.

Conflicts of interest may arise in many situations; thus, Associates and Independent Advisors should consider how the matter could be perceived if publicly disclosed or whether a third-party might perceive a conflict. Anyone who has a question about whether there is a conflict of interest should bring it to the attention of his or her immediate supervisor, the Chief Human Resources Officer, the Chief Compliance Officer, or the General Counsel.

Although it is not feasible to describe every possible situation that could result in an actual or perceived conflict of interest, some of the most common situations are highlighted below.

Outside Business Activities

Associates and Independent Advisors are strictly prohibited from engaging in any business activity outside the scope of their employment [or affiliation] with the Company, unless they specifically request and receive prior written approval from the Company. Any violation of this policy will result in discipline, up to and including termination of employment or affiliation.

Examples of activities that would qualify as outside business activities include: owning, operating, or engaging in any independent business venture; pursuing employment outside Raymond James with another employer; involvement in any private business, investment or partnership; or acting as a control person of any separate entity. Associates and Independent Advisors should refer to the Company’s Outside Business Activity Policy or similar policy applicable to the Associate or Independent Advisor for additional information, including the procedures for requesting prior written approval.

Gifts, Gratuities and Entertainment

Our clients, suppliers and vendors are vital to the success of Raymond James. That is why it is imperative that these relationships remain objective, fair, transparent and free from conflicts of interest. While business gifts and entertainment can be important to building or maintaining goodwill, gifts and entertainment can also negatively affect a relationship if they cause your ability to exercise sound business judgment to become blurred. To prevent misunderstandings, it is recommended that, when the subject of gifts or entertainment comes up, you discuss with your clients, suppliers and vendors what is permissible under this section of the Code and with your supervisors and compliance personnel regarding the policies and procedures applicable to your particular business unit.

General Principles

Interactions with existing or prospective clients, suppliers and vendors are business relationships that should be treated as such. The inappropriate giving or receiving of gifts and entertainment can jeopardize our or the other party’s objectivity in such business relationships and also create regulatory risks. To avoid such problems, an appropriate starting point for analysis of any situation is to ask yourself whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage Raymond James’ reputation.

The basic principle is that no gift or entertainment should be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment. Entertainment and business generation expenditures, when aggregated per relationship, must not be so frequent or so extensive as to create the potential for conflicts of interest or any suggestion of impropriety. In applying these principles, “gifts and entertainment” should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, corporate tickets, Company sponsored events, food, drink and any similar items.

Business entertainment means providing entertainment in the form of any social event, meal, leisure activity or event of like nature or purpose, as well as any transportation and/or lodging accompanying or relating to such activity or event, including business entertainment offered in connection with an educational event or business conference, irrespective of whether any business is being conducted during, or is considered attendant to, such event.

Scope – Other Policies

This section applies to all our dealings with clients, vendors and other Associates. The word “client” should be interpreted to include any client representative. The definition of “client representative” includes any member of an exchange or self-regulatory organization, their respective associates, fiduciaries, trustees, investment advisors, investment companies, portfolio managers, buy side traders, corporate executives, and other persons employed by or in the business of representing client interests.

It is important to note that this section of the Code functions as an “umbrella” statement of Raymond James’ policy on the subjects it covers, and that the Company’s business units have their own policies which could impose other or more stringent requirements, including without limitation, pre-approval requirements. All Associates and Independent Advisors are required to follow the policies specifically applicable to their business unit, in addition to the rules set forth herein.

In addition to this Policy, Raymond James has policies on related subject matters that must also be followed when they are applicable, including those covering:

  • Political Activities and Contributions
  • Anti-Bribery and Anti-Corruption
  • Employee Retirement Income Security Act (ERISA)
  • Charitable Contributions

Regulatory Framework

The various business units of Raymond James are subject to a variety of regulatory provisions regarding the giving and receiving of gifts and entertainment to or from persons outside Raymond James, sometimes referred to as “business development payments.”Depending on the business unit, rules and regulatory requirements from multiple regulatory bodies (FINRA, OCC, Fed, IIROC, etc.) may apply. Please consult with your supervisor or relevant compliance officer for guidance.

Gift Policy – Limits/Reporting/Pre-Approval

General Requirements

Raymond James business unit policies generally prohibit, directly or indirectly, giving anything of value in excess of certain monetary thresholds to any client, vendor or other person with whom Raymond James does business. This includes gifts given or received in connection with a commonly- recognized event or occasion (e.g. holiday, job event - such as a promotion or retirement, life event - such as a wedding, or a business event - such as a conference, sports or cultural event).

Raymond James business unit policies also generally require associates to report to their supervisors all gifts given to another Associate, any client, vendor or other person with whom Raymond James does business. Expenses submitted for reimbursement for gifts given will generally satisfy this reporting obligation.

Raymond James business unit policies also generally require associates to report to their supervisors all gifts received from product sponsors, corporate or public finance clients or vendors (e.g., mutual funds, insurance companies, and software vendors) as a result of their affiliation with Raymond James.

Associates must also obtain pre-approval to give or receive certain gifts.

This policy is intended as a minimum Raymond James standard. As such, department heads may choose to impose standards that are more stringent than those contained in this policy or the guidelines concerning client entertainment and business generation. Associates are reminded that they should also be aware of and adhere to any local laws or restrictions that may govern gifts or entertainment practices in the places where they live or do business.

General Prohibitions

In addition to the above requirements, the following are examples of gifts and entertainment that are NOT permitted, regardless of value (except as indicated):

  • Accepting or giving anything as a “quid pro quo,” that is, for doing something in return for the gift or entertainment;
  • Accepting or giving a gift or entertainment that violates any law or regulation, or brings harm to Raymond James’ reputation;
  • Accepting or giving anything that could be viewed as a bribe, pay-off or improper influence;
  • Accepting or giving a gift or entertainment that violates any standard of conduct for your profession, especially if you hold a license or a certification;
  • Using your position in any way to obtain anything of value from prospective or existing clients, suppliers, vendors or persons to whom you refer business;
  • Providing entertainment that is lavish or too frequent for an existing or prospective client, vendor or supplier;
  • Participating in any entertainment that is inappropriate, sexually oriented or inconsistent with ethical business practices;
  • Accepting gifts or entertainment from, or giving them to, any vendor or supplier during the selection or sourcing process, whether or not you are the primary relationship manager or involved directly in the negotiation to secure the products or services;
  • Participating in any action that would cause the other person to violate his or her own company’s standards for gifts and entertainment, if you are aware of them;
  • Providing gifts or entertainment which are not recorded properly in the Company’s books and records to an existing or prospective client, supplier or vendor;
  • Staying at a client’s or vendor’s home when the client or vendor is not there;
  • Providing gifts or entertainment to any U.S. or foreign government employee or entity unless otherwise allowed in a policy that applies to your business unit. (The laws and regulations surrounding gifts or entertainment to government officials, including the Foreign Corrupt Practices Act, are very complex, so you should ask your department manager or contact Compliance before engaging in any such activities involving government officials); and
  • Asking a Raymond James vendor to donate gifts in excess of $10,000 in the aggregate to a local charity, without prior written approval of the Chairman or Chief Executive Officer of the Company.

Client Entertainment Policy

(The following section regarding client entertainment, and the related policy on prohibited entertainment activities, do not apply to Independent Advisors. Independent Advisors should consult related applicable policies for specific guidance.)

In order for an event to be considered “client entertainment,” an Associate must be in actual, personal attendance. If the Associate is not in attendance, the cost of the event (tickets, meals, etc.) will be considered a gift and subject to the dollar limitation and other requirements of this section of the Code and applicable policy.

Client entertainment expenses must be reported using the relevant business’s expense management system, and all entries should identify all persons present, the business affiliation of each person, and details of the entertainment. Sports or other event tickets may not be reimbursed at the time of purchase, but only after accurate records of the attendees have been obtained.

Any client entertainment event expected to exceed $500 per attendee must be pre-approved in writing by your department head. This approval, evidencing a date prior to the event, will be required for reimbursement.

Prohibited entertainment activities – Due to the requirements of our corporate insurance arrangements, Raymond James’ policy prohibits engaging in any of the following activities while on the job, entertaining clients, or being entertained by one of our vendors:

  • “Bare Boat” Charters
  • Bull Fighting/Riding/Running
  • Bungee Jumping
  • Cave diving, cliff diving, deep sea diving, and scuba diving (over recreational depth)
  • Motorcycles, ATVs, and UTVs
  • Sky diving
  • “Technical” Mountain Climbing (not rock wall)
  • Piloting of Personal Planes
  • Racing - Boats and Cars (ask other subs for their list)

Approved entertainment activities – Please note that all approved entertainment activities (e.g., hunting) are required to be facilitated by a professional guide and/or event service.

Raymond James may require a liability waiver by Associates when they engage in certain voluntary, permitted “on the job” activities in connection with entertaining clients.

Political and Charitable Contributions and Activities

Advocating any particular position or candidate and volunteering your own time are your ab solute rights; however, you may not do so on Company time or at any time using Company resources, such as its offices, telephones, faxes or email system.

Deciding to make a political contribution or engage in a political activity can have a serious impact on Raymond James' business. Your political contributions and political activities in certain federal, state and local races may jeopardize the Company’s ability to underwrite municipal bonds for that jurisdiction and/or cause a loss in current and potential future advisory business for a two-year period. Additionally, non-compliance may result in regulatory action by either FINRA or the SEC (or both).

Pre-Approval for Political Contributions, Including "In-Kind" Contributions

All political contributions made by Associates and Independent Advisors must be pre-cleared by Compliance. All requests for Compliance approval must be submitted via Mandatory Use of Form 1828.

The contribution should not be made nor should the activity be pursued until Form 1828 has been submitted and an approval received. Your request will be approved, approved with restrictions, or denied with an explanation in writing for your files. Please note, Compliance strives to respond to requests within two (2) business days, so please submit your request well in advance.

If an Associate or Independent Advisor is attending a political dinner or considering some other political activity which involves contributions, requests should be submitted based on to whom the money will be paid. Payments to a candidate, PAC or a state or local political party, are political contributions to that entity. Also, please note “in-kind” contributions – if donating anything of value (such as drinks or hors d’oeuvres), no matter how little, the equivalent value is considered a contribution, which requires submission of Form 1828 for pre-approval.

The only exceptions to the pre-clearance requirement to fill out Form 1828 are contributions to the SIFMA PAC and FSI PAC.

Specific Restrictions

All Associates and Independent Advisors are prohibited from making political contributions to Florida candidates for Governor or any of the State's cabinet positions (Attorney General, Chief Financial Officer, Commissioner of Agriculture and Consumer Services) due to the rules governing the Company’s participation in the various state underwriting pools.

All Associate and Independent Advisor contributions to bond ballot campaigns require pre- approval. Many states and local jurisdictions are required to authorize the issuance of municipal bonds through voter approval to fund municipal finance projects. These campaigns typically occur as a result of a state or local government placing a ballot measure before voters to approve specified municipal borrowing.

Spousal contributions: If an Associate or Independent Advisor has signing authority over the account (checking or credit card), the contribution is considered to come from the Associate or Independent Advisor, whether or not the Associate or Independent Advisor actually signed the check or credit card receipt. While your spouse or domestic partner may generally contribute without these restrictions from his or her sole account, be aware that some municipalities are now treating spousal contributions (even from the sole account) as if made by the Associate or Independent Advisor. For example, Connecticut prohibits all contributions to candidates for statewide office from Raymond James “principals" and their spouses or dependent children. Associates and Independent Advisors must be aware of the rules in their local jurisdiction and contact their Compliance Officer for additional guidance.

Actual fundraising by any associate or Independent Advisor for any candidate for political office (or single-candidate PAC) is prohibited. This includes allowing one’s name to be used as part of the “host committee” for a particular fundraising event. This does not mean an Associate or Independent Advisor may not advocate for any particular candidate; it means that he or she may not gather or handle funds, or hold an event the purpose of which is to gather funds.

Any Associate or Independent Advisor holding a political office (whether elected or appointed) may also cause a conflict of interest with the Company’s business with the jurisdiction. Associates and Independent Advisors must obtain prior approval for such Outside Business Activity from his or her supervisor and Fixed Income Compliance prior to running for office or accepting the appointment. To preserve its ability to engage in business without conflict, the Company reserves the right in its sole discretion to deny any such request and to require resignation from offices.

Consequences for Violations

In the event that a non-allowable contribution is made, the Company may be banned from negotiated underwritings in that jurisdiction and/or suffer a loss in current and potential future advisory business for a period of two (2) years.

Political contributions are currently covered under two securities industry rules: MSRB G-37 and SEC Rule 206(4)-5. Each rule covers different lines of business in which Raymond James is involved. Additionally, each rule permits contributions of different de minimis amounts.

Under MSRB G-37, if the de minimis amounts are exceeded, you and/or the Company may be banned from negotiated underwritings. This may also affect an Associate’s or Independent Advisor’s ability to earn any potential finder’s fees if the Company brings a negotiated underwriting to the market and you introduced the public finance banker to the issuer. For more information on this, please visit the intranet page on the Public Finance Referral Fee Program.

Personal Accounts and Relationships

Conflicts of interest often arise from circumstances related to an advisor’s personal investment accounts, or an advisor’s management of the accounts, assets, or investments of a family member, spouse, or someone with whom the advisor has a romantic relationship. Raymond James requires Associates and Independent Advisors to maintain personal securities accounts and holdings solely at the Company, absent express prior approval.

Use of Corporate Opportunities

Associates and Independent Advisors owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. If an Associate or Independent Advisor discovers or is presented with a business opportunity through the use of corporate property or information, or because of his or her position with the Company, he or she must first present the business opportunity to the Company before pursuing it in an individual capacity. No Associate or Independent Advisor may use corporate property, information, or a position with the Company for personal gain or to compete with the Company.

Each Associate and Independent Advisor must disclose to his or her immediate supervisor or the Chief Compliance Officer the terms and conditions of each business opportunity that he or she wishes to pursue. If the Company waives its right to pursue the business opportunity, the individual may do so on the same terms and conditions as originally proposed, subject to any other requirements of any other applicable Company policies.

Executive officers must disclose the terms and conditions of each such business opportunity to the Chief Human Resources Officer, the Chief Compliance Officer or the General Counsel.

Adhering to Laws, Rules and Regulations

The Company conducts its business in compliance with applicable laws, rules, and regulations. Company policy prohibits Associates and Independent Advisors from violating the spirit or the letter of any applicable laws, rules, and regulations of the United States and any state and foreign country in which the Company conducts business any regulatory agencies, self- regulatory organizations, or securities exchanges.

Anti-Money Laundering Policy

It is the responsibility of all Associates and Independent Advisors to understand and comply with the Raymond James Anti-Money Laundering (AML) Policy, the related standards and business unit/subsidiary-specific procedures, and all applicable Bank Secrecy Act (BSA)/AML laws and regulations. In addition, all Associates are responsible for:

  • Being alert to and promptly reporting suspicious activity and possible violations of this Policy or related standards and procedures;
  • Never ignoring any indications that a client may be seeking to engage in a relationship or transaction for an unlawful purpose or with the proceeds of alleged illegal activity;
  • Never providing advice or other assistance to persons who Associates have reason to believe seek to violate or attempt to violate any BSA/AML law or regulation, this Policy, or related standards and business unit/subsidiary-specific procedures;
  • Completing all required AML and Financial Crimes training; and
  • Never establishing client relationships or engaging in transactions with clients who refuse to provide required information, provide misleading information or provide information that is insufficient to meet the Customer Information Program (“CIP”) Policy requirements or the related standards and business unit/subsidiary-specific procedures.

Higher Risk Securities

In accordance with FINRA Rule 3110, as elaborated in Regulatory Notice 09-05, Raymond James seeks to protect against fraud from improper trading in registered and unregistered securities and any subsequent money laundering risk from clearing the funds associated with improper trading. As such, Raymond James has established an enterprise-wide higher risk securities policy and program to identify, review, monitor and in some cases prohibit securities that present elevated levels of risk to the Company.

The following types of securities are typically associated with providing the highest level of financial crime risk and as such Raymond James has prohibited the receipt, purchase and/or sale of these securities:

  • Caveat Emptor Securities;
  • Sanctioned Securities;
  • OTC Pink No Information Securities;
  • OTC Pink Limited Information;
  • Grey Market Securities (excluding foreign ordinary and deposit receipt shares); and
  • Marijuana-related Securities

All other higher risk securities are subject to due diligence review and enhanced monitoring in accordance to business unit/subsidiary-specific procedures.

All Associates are responsible for:

  • Understanding and complying with the Raymond James Higher Risk Securities Policy; and
  • Being alert to and reporting suspicious activity and possible violations of this Policy or related standards and business unit/subsidiary-specific procedures promptly to the Securities Review Unit.

Sanctions

Raymond James has established an enterprise-wide sanctions program to adhere to sanctions requirements and to mitigate the risk of Raymond James activities violating multifaceted sanctions laws. Raymond James is committed to complying with the letter and spirit of the economic sanctions administered and enforced by the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”) including both economic and trade sanctions based on U.S. foreign policy and national security goals. Raymond James is also committed to complying with similar sanctions imposed by non-US regulatory or governmental authorities as they apply to the Company’s business activities.

All Associates, Independent Advisors, and Third Parties are responsible for understanding and complying with the Raymond James Sanctions Policy. Associates are prohibited from opening an account, establishing or maintaining a relationship, engaging in any direct or indirect transactions or dealings with a sanctioned government, individual or entity as well as travelling to sanctioned countries. Additionally, the Raymond James Sanctions Policy prohibits Associates who have direct dealings with clients, transactions, and money movement play an important role in detecting and preventing violations of sanctions. Associates are required to complete annual sanctions compliance training and specialized training related to their particular areas of responsibility. Associates should err on the side of caution and should not approve, give advice, or otherwise participate in any transaction or business activity when confronted with a potential sanctions issue. When confronted with a potential sanctions issue, associates should contact the AML and Financial Crimes Group or the Sanctions Compliance Officer directly.

Anti-Bribery and Anti-Corruption (“ABAC”)

While conducting business on behalf of the Company, Associates and Independent Advisors must comply with all applicable anti-bribery and anti-corruption laws. These statutes include the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act. These laws prohibit offering, agreeing to furnish, soliciting, or accepting bribes to or from government officials or non-governmental persons or entities to bring about or affect business decisions. Raymond James maintains a separate Anti-Bribery and Anti-Corruptions ("ABAC") Policy addressing this subject, and all Associates, Independent Advisors, and Third Parties are responsible for reading and complying with such ABAC Policy.

As explained in detail in the ABAC Policy, no Associate or Independent Advisor may offer or give, directly or indirectly, any gift, favor, kickback, or other improper payment or consideration to any customer, supplier, or government official, including, without limitation, any foreign government official, or any other person for assistance or influence concerning any transaction affecting the Company. In addition, under the ABAC Policy, no Associate or Independent Advisor may ask for or accept, directly or indirectly, any gift, favor, kickback or other improper payment or consideration from a customer, government official or any other person in consideration for assistance or influence concerning any transaction affecting the Company. Anyone aware of a person offering, giving, asking for, or accepting an offer of a gift, gratuity, or other personal consideration to influence a business transaction affecting the Company must report the same to the responsible Chief Compliance Officer, ABAC Compliance Officer, AML Officer or through the procedures established by the Audit Committee, as described above under “Report Concerns to the Audit and Risk Committee.”

Insider Trading Policy

Federal and state securities laws prohibit the purchase or sale of Company securities anywhere in the world by any person who is aware of material nonpublic information about the Company. These laws also prohibit such persons from disclosing the information to others who may trade. The Board of Directors has adopted a separate Insider Trading Policy in order to both fulfill the Company's obligation to take appropriate steps to prevent insider trading by Company personnel and to help such persons avoid the severe consequences associated with violations of insider trading laws. All Associates and Independent Advisors are responsible for carefully reviewing and complying with the Insider Trading Policy.

Compensation Recoupment Policy

The Company believes that it is desirable and in the best interests of the Company and its shareholders to maintain and enhance a culture that is focused on integrity and accountability, and that seeks to discourage conduct detrimental to the Company’s long-term growth. For this reason, it may be appropriate for the Company to recover incentive compensation provided to employees in certain circumstances. In light of these concerns, the Company has a Compensation Recoupment Policy. All Associates are responsible for understanding and complying with the Compensation Recoupment Policy.

Quality of Public Disclosures

The Company is committed to providing its stockholders with information about its financial condition and results of operations as required by the securities laws of the United States. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files with or submits to the SEC, FINRA, and other state and federal Agencies, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Associates, who are responsible for these filings and disclosures, including the Company’s executive officers, should use reasonable judgment and perform their responsibilities honestly, ethically, and objectively in accordance with these disclosure controls and procedures in order to ensure that such disclosure objectives are met. If an Associate or Independent Advisor becomes aware of a materially inaccurate or misleading statement in a public communication, such person should report it immediately to the Chief Compliance Officer or to the Audit Committee through the procedures set forth above under “Report Concerns to the Audit and Risk Committee.”

Transfer of Company Funds

Authority to open and maintain bank accounts and to arrange for the deposit or withdrawal of Company funds has been delegated by resolution of the Board of Directors to specified personnel. All withdrawals from approved accounts must be in accordance with such delegations and the Company’s internal control over financial reporting framework and policies.

Improper Influence of Auditors

No Associate or Independent Advisor may take any action to fraudulently influence, coerce, manipulate, or mislead the auditors of the Company’s financial statements for the purpose of rendering those financial statements misleading.

Protection of Confidential Information

Protecting confidential information -- regarding the Company and its clients -- is crucial to maintaining Raymond James’ longstanding reputation for integrity, the cornerstone of our core values.

What is confidential information?

Safeguarding the confidential information entrusted to Raymond James by its clients is among our most important commitments. It is also critical to protect information that is proprietary. “Confidential Information” includes, without limitation:

  • Information created, developed, received, used or learned by Associates or Independent Advisors in the course of providing services on behalf of Raymond James;
  • All non-public, personal, and proprietary information of clients, affiliates, and Associates;
  • All information regarding the Company’s clients, products, services, pricing, business plans, marketing plans, strategies, Associate compensation, and financial performance, and other information that would or harmful to the Company or its clients if disclosed; and
  • Information relating to other companies with which we do business and any confidential information entrusted to the Company by third-parties. 

Obligations of Associates and Independent Advisors

Associates and Independent Advisors may not access, use or disclose Confidential Information to any person or firm outside the Company unless (i) the outside firm needs to know the information in order to perform services for the Company and is bound to confidentiality obligations generally comparable to those contained in this Code; (ii) with respect to Confidential Information of a client, the client has consented to the disclosure or has been given an opportunity to request that the information not be shared and has not done so; (iii) disclosure is required by law or self-regulatory organization; or (iv) disclosure is authorized by the Chief Human Resources Officer, the Chief Compliance Officer, or the General Counsel.

Associates and Independent Advisors may use Confidential Information only for legitimate Company purposes and should be mindful of these obligations when using, storing and transmitting Confidential Information in furtherance of such Company purposes. Confidential Information must never be transmitted outside of Raymond James to personal email accounts or any file storage devices or services without written approval by the Chief Human Resources Officer, the Chief Compliance Officer, or the General Counsel, and should never be discussed or reviewed in the presence of third-parties, except as provided herein.

Associates and Independent Advisors are required to return all Confidential Information in their possession to the Company when they cease to be employed by or to otherwise serve the Company.

Material non-public information

Material, nonpublic information is a broad concept. Information should be considered material if a reasonable investor would consider it important in making an investment decision. Information should be considered non-public if it is not generally available to the investing public.

Associates and Independent Advisors may not buy, sell, recommend, or trade Company securities while in possession of material, non-public information relating to the Company, except through trading programs pre-approved by the Legal Department. In addition, Associates and Independent Advisors must not communicate or disclose such information to others who may misuse it, including family members. Doing so is not only a violation of the duty of trust and confidence, but may also violate international, federal, and state laws.

The Code is in addition to, and should be read in conjunction with, the Company’s Insider Trading Policy.

Protection and proper use of the Company’s assets

Loss, theft, and misuse of the Company’s assets and technology have a direct impact on the Company’s business and its profitability. Associates and Independent Advisors are expected to protect the Company’s assets and technology resources that are entrusted to them and to take steps to ensure that such resources are used only for legitimate business purposes.

Associates and Independent Advisors should not use the Company’s name, logo, supplies, equipment, or other property for personal purposes without appropriate approval. This includes, but is not limited to, the personal use of Company computers, software, printers, typewriters, telephones (including cellular telephones), facsimile machines, postage and postage meters, office furniture and office machines and supplies of all kinds, except for infrequent use in amounts which are immaterial.

Duty to Cooperate

Associates and Independent Advisors must fully cooperate with any internal or external investigation, audit, regulatory examination, or request for information regarding the Company and its business. Associates and Independent Advisors should immediately notify their manager or the Chief Compliance Officer if they become the subject of, or are participating in an external investigation (unless laws, regulations or the investigating authority prohibit the Associate or Independent Advisor from doing so).

Nothing in this Code or in any agreement between an Associate or Independent Advisor and the Company shall prohibit or limit an Associate or Independent Advisor, or anyone retained by an Independent Advisor, whether as an employee, independent contractor, or otherwise, from reporting possible violations of federal law or regulation to any regulatory authority or governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Nothing herein is intended to be or will be construed to prevent, impede, or interfere with Associate’s or Independent Advisor’s right to respond accurately and fully to any question, inquiry, or request for information regarding the Company or Associate’s or Independent Advisor’s relationship with the company when required by legal process, or from initiating communications directly with, or responding to any inquiry form, or providing truthful testimony and information to, any federal, state, or other regulatory authority in the course of an investigation or proceeding authorized by the law and carried out by such agency.

Furthermore, nothing in this Code or in any agreement between an Associate or Independent Advisor and the Company shall prohibit or limit an Associate or Independent Advisor, or anyone retained by an Independent Advisor, whether as an employee, independent contractor, or otherwise, from the disclosure of a trade secret belonging to the Company that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, including a disclosure involving a claim for retaliation. Provided such disclosures of trade secret information are made in a manner that complies with 18 U.S.C. 1833, no criminal or civil liability under federal or state trade secret law will attach for such disclosures. No prior authorization from the Company shall be required to make any such reports or disclosures and Associates and Independent Advisors are not required to notify the Company that such reports or disclosures have been made.”

Enforcement of this Code

The Company shall determine appropriate actions to be taken in the event of violations of this Policy. Such actions may include disciplinary action, up to and including termination of employment.