Investment transactions for clients and employers must have priority over investment transactions in which you are the beneficial owner.

This standard is designed to prevent any potential conflict of interest or even the appearance of a conflict of interest with respect to the analyst's personal transactions. Transactions for clients and employers shall have priority over transactions in securities or other investments in which a member is the beneficial owner so that such personal transactions do not operate adversely to clients' or employers' interests. If members make a recommendation regarding the purchase or sale of a security or other investment, they shall give their clients and employer adequate opportunity to act on their recommendations before acting on their own behalf.

For purposes of the Code and Standards, a member is a "beneficial owner" if the member has:

• A direct or indirect pecuniary interest in the securities.
• The power to vote or direct the voting of the shares of the securities or investments.
• The power to dispose or direct the disposition of the security or investment.

This standard applies to all access persons. Personal transactions include those made for your own accounts, family accounts, and accounts in which the member has a direct or indirect pecuniary interest. Note that family accounts that are also client accounts should be treated like any other firm accounts. Neither special treatment nor disadvantage should be given to such accounts.