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Guidelines for Business Conduct sets forth these key principles, which are supported by specific, detailed practices and procedures contained in various policy memos, as well as policies adopted by specific business or support groups. We recognize that no set of policies and procedures, however, can be all encompassing, and employees are encouraged to consult the Office of General Counsel or senior management for advice.

Honest mistakes made in the course of business may be tolerated, but we will not tolerate violations of law or regulation or lapses in ethics or integrity. We must comply with those laws, rules and regulations and policies that govern or apply to our businesses, and all must abide by the letter and the spirit of these laws, rules, regulations and policies. Our business is predicated on having the trust and respect of our clients and on our integrity and good judgment. The appearance of improper behavior is just as damaging to the trust and respect of our clients as is actual impropriety.

By adhering to exemplary standards and conducting our business with excellence and integrity, we enhance our reputation and cultivate the growth of our business. All of us must take personal responsibility for conducting ourselves in a way that reflects positively on our company and with the letter and spirit of the Guidelines for Business Conduct.

Suvit Mapaisansin
Chief Executive Officer

Conflicts of Interest

Avoid conflicts of interest in performing your duties and seek advice of management and counsel when any actual or potential conflicts arise.
Phatra directors and employees must avoid engaging in any outside business or other activities that might create a conflict of interest, create a perception of impropriety or jeopardize the company's integrity or reputation. A "conflict of interest" occurs when your personal interest interferes — or even appears to interfere — in any way with the interests of the firm. Every Phatra person must avoid activities, interests or associations that might interfere or even appear to interfere with the independent exercise of good judgment in the conduct of his or her duties or with the best interests of our company, our clients, our shareholders or the public. While it is impossible to foresee every potential conflict that could arise, all Phatra persons must be sensitive to potential conflicts, bring them to the attention of management, the Office of General Counsel or the Board of Directors and avoid them where possible. If a conflict cannot be avoided, it must be managed in an ethical, responsible manner and so as not to create the perception of impropriety.

• Business Activities; Ownership of Securities
All Phatra employees and authorized directors must report all outside business activities, including ownership of privately held stock and limited partnership interests, to their managers and to the Office of General Counsel so a review for potential conflicts of interest can be conducted. Outside business activities and interests include serving as a partner or a stockholder in another business, as an officer in a family-owned corporation or as an outside director of another company. The appropriateness of engaging in these and other types of outside business activities, interests or investment opportunities depends on many factors, including the nature and extent of the outside interest, the potential for conflicts of interest, and the relationship between Phatra and the outside entities and the duties involved.

All new employees and authorized directors are required to disclose their outside business activities and interests once they have joined Phatra. Prior written approval from his or her manager and the Office of General Counsel must be obtained before engaging in any outside business activity and private investment. You have an obligation to keep Phatra apprised of these activities and provide updated information about the outside interests. Service as a director, officer or employee of any other corporation or business running for a political office or taking on a formal role in someone else’s campaign for political office must be authorized in writing by the Office of General Counsel. Unless approved in writing by the Executive Committee, no Phatra employee and authorized directors may serve as a director of a publicly traded company.  

Please consult the most recent “Outside Interest Policy” for more details.

• Transactions with Related Persons
Phatra does not encourage any transaction enter into between the Firm with members of the Board, management, major shareholders and its related persons (“Related Transaction”). This is to avoid any potential conflict of interest among the firm and those persons. However, from time to time, to the extent permitted by relevant regulations and in connection with operation of the firm business, Phatra may need to engage in any Related Transaction.

Please consult the most recent “Transactions with Related Persons” policy for more details.

Corporate Opportunities

Do not advance personal interests at the expense of Phatra.
Phatra persons owe a duty to Phatra to advance the company's legitimate interests to the best of their abilities whenever the opportunity arises and must not take for themselves personally opportunities they discover through the use of Phatra property, information or position in violation of Phatra policies. In addition, Phatra property, information or position must not be used for personal gain. No Phatra person may compete with Phatra.

Confidentiality Obligations

Protect confidentiality of information, including Phatra information.

• Nonpublic Information
Phatra persons must maintain the confidentiality of information entrusted to them by Phatra and provided by our clients and vendors. In the conduct of its business, Phatra receives a great deal of nonpublic information. Much of this information may be sensitive, with the potential to affect market conditions, negotiations, strategic positioning and relationships with clients, competitors or vendors. Phatra persons must exercise care not to misuse nonpublic information obtained during their employment, including client lists, information about Phatra personnel and clients, and business plans and ideas. The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information. In such cases, the Office of General Counsel will help you determine what disclosure is required.

• Media, Publishing and Public Appearances
No Phatra person may provide nonpublic corporate information to persons outside Phatra, including the media, unless authorized to do so. In all cases, you must refer media inquiries to Corporate Communications. Only designated Phatra spokespersons may provide comments to the media.

Before publishing, making speeches or giving interviews, you must get pre-approval from their managers. If a publication, speech, interview or appearance may be of public interest and may reflect on Phatra, you must receive pre-approval from Corporate Communications. In addition, if such publication, speech or interview involve or appear to involve regulatory issue, pre-approval from the Office of General Counsel is required.

• Client Information Privacy
Phatra protects the confidentiality and security of client information. Phatra's Privacy Policy for client information provides that:

• Phatra does not sell or rent clients' personal information.
  
  
• Phatra persons may not discuss the business affairs of any client with any other person, except on a strict need-to-know basis.
  
  
• Phatra does not release client information to third parties, except upon a client's authorization or when permitted or required by law.
  
  
• Third-party service providers and vendors with access to client information are required to keep client information confidential and use it only to provide services to or for Phatra.

Fair Dealing

Every Phatra person must deal fairly with Phatra's clients, vendors, competitors and fellow employees.
Phatra seeks to excel and outperform our competitors honestly and fairly. Competitive advantage must result from superior performance, not unethical or illegal business dealings.

• Unethical Behavior; Relationships With Competitors
Every Phatra person must deal fairly with Phatra's clients, vendors, competitors and fellow employees. No Phatra person may take unfair advantage of anyone through unethical or illegal measures, such as manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices. It is improper, and may be illegal, to hire competitors' employees for the purpose of obtaining trade secrets or other proprietary information.

It is also against Phatra policy to seek increased sales by disparaging the products and services of other companies. Our goal is to increase business by offering superior products and services. Accordingly, all Phatra advertising must be truthful, not deceptive and in full compliance with applicable laws, regulations and company policies. All advertising and marketing materials must be approved pursuant to the procedures established in each of the business units across the company.

• Gifts, Gratuities and Other Payments Related to Phatra Business
No Phatra person or member of their families may, directly or indirectly, accept or receive bonuses, fees, gifts, frequent or excessive entertainment, or any similar form of consideration that is of more than nominal value from any person or entity with which Phatra does, or seeks to do, business.

Phatra policy forbids bribes, payoffs or payments of any kind to any person, government official or entity for the purpose of improperly obtaining or retaining business or influencing consideration of any business activity. This policy covers all types of payments that may or may not be considered legal under the circumstances. Special rules may apply to payments or gifts (including entertainment) to officers, directors, employees or other affiliates of government owned or controlled entities. Phatra person may not give gifts of any value to government officials without specific approval by the Office of General Counsel. Please consult the most recent “Anti Bribery Policy” for more details or the Office of General Counsel with any specific questions.M

• Customer Complaints
Complaints or disagreement with clients must be reported promptly to your manager and the Office of General Counsel so that necessary investigations can be conducted, remedial actions are taken and regulatory reporting obligations are met. The complaints must be dealt with fairly and promptly. Please consult the most recent “Customer Complaints” Policy for more details.

Respect for the Individual

Conduct business activities in an atmosphere of good faith and respect.
Phatra strives, on a personal level, to treat each individual with dignity, consideration and respect. All Phatra persons should be honest and fair with others, share the credit when credit is due, avoid public criticism of one another and encourage an atmosphere in which openness, cooperation and consultation are the norms. Internal relationships with fellow employees should be based on the same high standards of integrity and ethical responsibility that are observed with Phatra clients, shareholders and the public.

Phatra is committed to promoting diversity within our workforce; achieving it is an important competitive advantage in the marketplace. Phatra has a strict policy of equal opportunity in hiring, developing, promoting and compensating employees. The company seeks to attract, retain and reward employees who perform their works to the highest standards, basing promotions on qualification and merit.

Discrimination is not tolerated on the grounds of race, national origin, religion, gender, age, disability, sexual orientation or veteran status. Just as we do not tolerate illegal discrimination in any form, we also do not tolerate illegal sexual or any other form of harassment at any level of our company. Employees who experience or observe work-related discrimination, harassment or similar problems are urged to report it to their department manager, a representative of Human Resources or the Office of General Counsel.

Indebtedness between employees is best avoided and must not reach a level that may compromise the objectivity essential in manager-employee relationships or in the discharge of job-related responsibilities. Any indebtedness between employees and their direct or indirect supervisors (regardless of which one is borrower or lender) must be limited to nominal amounts.

Safeguarding Phatra Information, Assets and Property

Protect all Phatra assets and use them appropriately.

• Business Use
Phatra persons must protect Phatra's assets and ensure their efficient uses. You may only use Phatra property for legitimate business purposes. Any suspected fraud or theft of Phatra property must be reported for investigation immediately. Phatra's assets include our capital, facilities, equipment, proprietary information, technology, business plans, ideas for new products and services, trade secrets, inventions, copyrightable materials and client lists. Information owned by Phatra must be treated with the same care as any other asset, and every Phatra person has a role in protecting its confidentiality and integrity.

• Proprietary Information and Intellectual Property
Your obligation to protect Phatra's assets applies to our firm's proprietary information. Proprietary information includes business, marketing and service plans, unpublished financial data and reports, databases, customer information and salary and bonus information as well as intellectual property such as trade secrets, patents, trademarks and copyrights. Unauthorized use or distribution of this material is a violation of Phatra policy. It may also be illegal and result in civil and criminal penalties.

Intellectual property refers to a company's intangible assets, such as the company's business methods, inventions, trademarks and publications. All inventions and copyrightable materials conceived by an employee within the scope of his or her employment are the exclusive property of Phatra and as a condition of continued employment the employee must do whatever is necessary to transfer to Phatra the technical ownership of such inventions or materials. All employees are required as a condition of their employment to disclose to Phatra all inventions and copyrightable materials that are conceived, developed or otherwise pursued by them during their employment.

It is the responsibility of every employee to protect Phatra's intellectual property. In addition, Phatra also respects the intellectual property of other parties. The unauthorized use of another party's patented, trademarked or copyrighted (audio, video, text) materials is strictly prohibited, regardless of their sources. In addition, Phatra does not permit the use of software or other devices whose primary purpose is the circumvention or violation of another's intellectual property rights. Please contact the Office of General Counsel with questions about the proposed use of another party's intellectual property and for appropriate contracts.

• Compliance with Internal Controls
Phatra maintains a system of internal controls to safeguard and preserve the information and assets of our company, our clients and our shareholders. These controls are designed to ensure that business transactions are properly authorized and carried out, and that all reporting is truthful and accurate. These administrative and accounting control systems are the responsibility of each group in the organization.

All business transactions require authorization at an appropriate management level. Any employee who is responsible for the acquisition or disposition of assets for the company, or who is authorized to incur liabilities on the company's behalf, must act prudently in exercising this authority and must be careful not to exceed his or her authority. Equally important, every employee must help ensure that all business transactions are executed as authorized.

Transactions must be properly reflected on the company's books and records. Every employee is involved, if not in the authorization or execution of business transactions, in some level of reporting. This may include reporting travel and entertainment expenses It is important that all reporting be done honestly and accurately and that employees cooperate fully with both internal and independent audits.

Compliance with Law

Know, respect and comply with all laws, rules and regulations applicable to the conduct of Phatra's businesses.
Phatra actively promotes compliance with the laws, rules and regulations that govern our company's business. Obeying both the letter and spirit of the law is one of the foundations of Phatra's ethical standards. While no one is expected to be an expert on every detail of all the laws that govern our business, you are expected to understand the laws and regulations applicable to your duties at Phatra and to understand the regulatory environment within which the firm operates well enough to know when to seek advice from your manager or from the Office of General Counsel.

• Obligation to Report Violations
The Guidelines have been written to promote compliance with law. However, should compliance with the Guidelines bring you into conflict with applicable law, you must obey the law and notify your manager of the conflict as soon as possible. When you have questions or concerns about practices or policies that might violate the Guidelines, you must bring them to the attention of your manager, the Office of General Counsel or senior management, as appropriate.

If at any time you find yourself in a situation you believe is or may be a violation of Phatra policies, you must report the violation or what you believe or suspect is a possible violation. If you become aware that someone may be contemplating an action that would be a violation, please take steps to inform your manager or a member of the Office of General Counsel.

• Specific Policies and Regulations Affecting Phatra Activities
Phatra actively promotes compliance with the laws, rules and regulations that govern our firm's business. Phatra will take appropriate disciplinary action, including termination of employment against an employee for any violations of laws and regulations governing our business

Certain significant policies and regulations are highlighted below. This is not meant to be an exhaustive review of these policies and regulations. Nor does it constitute a complete listing of the laws, rules, regulations and policies that must be adhered to by every employee in the conduct of his or her duties at Phatra

Employee Accounts
In accordance with industry regulations and Phatra policy, employees and authorized directors and their immediate families must maintain their brokerage accounts at Phatra. Exceptions to this policy are rarely granted and must be approved by the relevant department manager and the Office of General Counsel. Please consult the most recent “Employee Trading Policy” for more details.

Insider Trading
Phatra policy prohibits every Phatra person from acting upon material non-public information to benefit themselves or others. Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or it could reasonably be expected to affect the price of an issuer's securities.

At times, our policies may limit the ability of some employees to enter into transactions. Anyone with ongoing possession of non-public information may be unable to trade personally in the securities of the companies about which he or she has information. The Employee Trading Policy and applicable departmental policies should be consulted to learn more about this obligation.

Those having access to confidential or nonpublic information must not use or share that information except in connection with the legitimate conduct of Phatra business. Phatra strives to prevent the misuse of material non-public information by, among other things, limiting access to confidential information and limiting and monitoring communications between Investment Banking and the company's sales, research and trading areas. In addition to civil and criminal penalties, misuse of confidential information or engaging in insider trading will result in disciplinary action, including termination.

Money Laundering; Antiterrorism Laws
Phatra complies fully with Money Laundering Prevention and Supervision Act B.E. 2542 (1999), (“The Act”), the reporting of transactions in currency and suspicious activity reporting. Under no circumstances should any Phatra person participate in any money laundering activity. In addition to severe criminal penalties, money laundering by Phatra persons and violations of The Act will result in disciplinary action, including termination. Every employee involved with financial transactions is responsible for recognizing suspicious financial transactions that may constitute money laundering and that may involve proceeds from unlawful activities such as drug trafficking or terrorism. Any suspicious securities deposits or any other client activity that raises questions about the source of the client's funds should be reported immediately to your manager and the Office of General Counsel. Please consult the most recent anti-money laundering policy for more details.

Improper and Corrupt Payments; Anti-Bribery Law Violations
The Thai anti-bribery laws and the U.S. Foreign Corrupt Practices Act (FCPA) prohibit providing money or anything else of value to government officials, political parties or public employees for the purpose of improperly influencing their actions in order to obtain or retain business. Phatra is committed to full compliance with Thai anti-bribery laws and FCPA. If you suspect that any activity you are involved in may violate the anti-corruption laws, or if you become aware of such activity by any Phatra peersons, you must notify the Office of General Counsel immediately. Please consult the most recent anti-bribery policy for more details.

Proper Record-Keeping and Disclosure Requirements
Phatra requires honest and accurate accounting and recording of financial and other information in order to make responsible business decisions and provide an accurate account of our company's performance to shareholders and regulators. It is a violation of law and Phatra policy for any Phatra person to attempt to improperly influence or mislead any accountant engaged in preparing our audit. Phatra is committed to full compliance with all requirements applicable to its disclosures. Phatra requires that its financial and other reporting fairly present the financial condition, results of operations and cash flow of our company and that it comply in all respects with applicable law, rules and regulations, including generally accepted accounting principles (GAAP) and applicable rules of the Securities and Exchange Commission (SEC) .

Document Retention and Destruction
Without exception, all Phatra persons must fully comply with Phatra's Record Retention Guidelines and their own departmental “records retention policy and schedules”. Destruction of documents may result in legal regulatory sanction. If you are aware of litigation or potential litigation or a regulatory inquiry related to a client’s assets/transactions or other relevant information that the firm may possess, documents related to such client must not be destroyed until after the litigation or inquiry is completely settled. The Office of General Counsel must be consulted in these circumstances. Failure to comply with this policy, as well as industry regulations and laws, is subject to termination and may also face criminal or civil prosecution, with possible fines and prison terms. Please consult the most recent “Record Retention Guidelines” for more details.

Cooperation with Investigations and Law Enforcement
It is Phatra policy to cooperate with government investigators and law enforcement officials. Every Phatra person must also cooperate with investigations by non-governmental regulators with oversight of our business, such as securities exchanges, as well as with internal Phatra investigations.

All inquiries or requests or demands for information from external investigators must be immediately referred to the Office of General Counsel. The Office of General Counsel must coordinate all responses to external investigators' questions. Failure to cooperate with legitimate investigations will result in disciplinary action, including termination.

Privacy
Phatra persons must comply with all applicable privacy laws in their handling of client matters and client and company records. You should refer any questions about the applicability of privacy laws to the Office of General Counsel.

Phatra Written and Electronic Communications

Use the company's information and communication tools properly and judiciously.
Phatra has strict policies on use of the Internet and on written and electronic communications.

• Access to the Internet
Phatra has strict policies on Internet access. Only authorized connections are permitted and access to the Internet must be accomplished via an approved security gateway. Furthermore, Phatra persons are not permitted to link to the Internet from Phatra office via modem dial-up services or other external service providers without the express approval of the Office of General Counsel. Additionally, Phatra persons should exercise good judgment when using the Internet during business hours for personal, non-business purposes.

Phatra person may not do any of the following:

• transmit, copy or download any material, including sexually explicit images or messages and materials containing racial, ethnic or other slurs, that may defame, embarrass, threaten, offend or harm a Phatra person or client or the general public;
  
  
• transmit, post, copy or download any copyrightable material without the consent of the material's owner or publisher;
  
  
• transmit or post non-public corporate information about Phatra or any company to any organization or individual not authorized to receive or possess it;
  
  
• attempt to gain access to any computer, database or network without authorization or willfully propagate computer viruses or other disruptive or destructive programs;
  
  
• distribute unsolicited e-mail messages, advertisements or postings to multiple newsgroups, individuals or organizations (e.g., "spamming"); and
  
  
• use electronic means for the purpose of gambling or to send or forward chain letters.

Phatra persons are reminded to be sure that their system passwords are secure. Inappropriate conduct in respect of the usage of Phatra's communications systems will lead to disciplinary action, including revocation of privileges, immediate termination and referral to regulatory authorities.

• Written and E-Mail Communications
Electronic communications should be treated with the same care as any other business communication. Any communication relating to Phatra business must be of an appropriate nature, must not violate the legal rights of Phatra, any Phatra person or third party, and must be transmitted, stored and accessed in a manner that safeguards confidentiality and complies with applicable law. All written communications, including those electronically delivered, should be clear, concise and professional in tone and content. Communications for personal, non-business purposes should be kept to a minimum.

• Communications Monitoring
All electronic communications relating to Phatra business must be made through the Phatra network unless the Office of General Counsel has expressly authorized another means. Electronic communications, including e-mails and connections to Internet using Phatra computing or network resources, are the property of Phatra and are subject to monitoring and surveillance to the extent permissible by applicable laws and regulations. Communications by certain Phatra employees are subject to detailed supervisory requirements. Employees are reminded to consult the policies and procedures for their business areas.

Commitment to Promoting Ethical Conduct

Promptly report illegal and unethical behavior.
Protecting the company's reputation is everyone's job. Every Phatra person has an obligation to question situations that may violate Phatra’s standards of business conduct.

• Audits, Investigations and Disciplinary Action
Phatra will conduct periodic audits of compliance with the Guidelines. Allegations of potential wrongdoing will be investigated and, upon the advice of the Office of General Counsel, will be reported to the Board of Directors (or an appropriate committee thereof) and to the relevant authorities. Knowingly false accusations of misconduct will be subject to disciplinary action. Phatra persons are required to cooperate fully with any internal or external investigation and the confidentiality of any investigation and related documentation must be maintained, unless specifically authorized by the Office of General Counsel to disclose such information.

Appropriate disciplinary penalties for violations of the Guidelines may include counseling, reprimands, warnings, suspensions with or without pay, demotions, salary reductions and terminations. Disciplinary action may also extend to a violator's manager insofar as Phatra determines that the violation involved the participation of the manager or reflected the manager's lack of diligence in enforcing compliance with the Guidelines. As set forth in more detail later in the Guidelines, any person who takes any action whatsoever in retaliation against those who have in good faith raised any question or concern about compliance with the Guidelines will be subject to serious sanctions, which may include termination.

• Obligation to Report Violations or Misconduct
All Phatra persons are responsible for acting quickly and effectively against violations of the Guidelines and the policies and procedures. All employees having doubt about the best course of action in a particular situation are encouraged to speak to their managers, the legal counsel covering their business group or other appropriate personnel at any time.

Employees must report violations of law, rules, regulations and this Code of Ethics to their managers, the Office of General Counsel or senior management, as appropriate. If you are not comfortable raising an ethical issue or discussing a possible or actual violation with your manager, or you have done so and the manager has not responded to the problem, you must seek assistance elsewhere within the firm, i.e. other managements.

• Protection Against Retribution
Phatra will not tolerate retaliation against those reporting a violation or possible violation of policy in good faith.

• Waivers of any Provision of the Guidelines
Waivers will only be given when deemed absolutely appropriate under the circumstances and then strictly in accordance with the procedures established by the Guidelines and other policies. A waiver for any Phatra executive officer or member of the Board of Directors will only be granted by the Board of Directors.

Conclusion

Use good judgment.
These Guidelines for Business Conduct provide specific guidelines for ethical conduct in broad areas of concern. It would be impossible to describe every situation in which an employee might be confronted with an ethical dilemma. Everyone must take the time to think about the ethical ramifications of questionable situations, bearing in mind that a bad ethical decision may lead to improper or even criminal behavior.

The Office of General Counsel is available to assist with business conduct and ethical issues that give you concern. Nevertheless, in many instances, you must rely on your own personal ethical standards in assessing difficult situations. Consider the following questions:

• Is the proposed action legal?
  
  
• Does it endanger anyone's financial stability, life, health or safety?
  
  
• Is it consistent with Phatra policy?
  
  
• Will it enhance the company's reputation?
  
  
• Would we lose clients if this action were known to them?
  
  
• Would you like to see it become a general industry or public practice?
  
  
• Would you be embarrassed if all the details were known by your manager, peers, subordinates, family or friends, or if they were published in a newspaper?
  
  
• Could this action in any way be interpreted as, or appear to be, inappropriate behavior?
  
  
• What would you think of your manager, peers or subordinates if any of them behaved similarly?
  
  
• Does the action you are considering make you feel uncomfortable? Are you compromising your own personal ethics in any way?

Phatra expects all Phatra persons to make a commitment to observe the highest ethical standards and exercise good judgment in all business dealings on behalf of the company.