The reputation and integrity of HudsonDean (the “Company”) are a result of the dedication and hard work of all of us. Together, we are responsible for preserving and enhancing this reputation. Our goal is not just to comply with the laws, rules and regulations that apply to our business; we also strive to abide by high standards of business conduct.

We set forth in the succeeding pages the Company’s Code of Business Conduct and Ethics (the “Code”), which has been approved by our Board of Directors. The purpose of the Code is to reinforce and enhance the Company’s commitment to an ethical way of doing business. The contents of the Code are not new; however, as the policies set forth here are part of the Company’s tradition of ethical business standards.

All employees, officers, directors and contractors are expected to comply with the policies set forth in this Code.

Read the Code carefully and make sure that you understand it, the consequences of noncompliance, and the Code’s importance to the success of the Company. If you have questions, speak to the leader of your practice group, the Legal Department, the Compliance Officer or any of the other resources identified in this Code.

The Code cannot and is not intended to cover every applicable law or provide
answers to all questions that might arise; for that we must ultimately rely on each person’s good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.

We at the Company are committed to providing the best and most competitive services to our clients. Adherence to the policies set forth in the Code will help us achieve that goal.

Managing Team

Table of Contents

• About the Code
• HudsonDean’s Values

• Compliance With Laws, Rules And Regulations
• Conflicts of Interest
• Improper Personal Benefits from the Company
• Financial Interests in Other Businesses
• Business Arrangements With the Company
• Outside Employment or Activities With a Competitor
• Outside Employment With a Client or Supplier
• Government Projects
• Corporate Opportunities
• Charitable, Civic and Other Outside Activities
• Family Members Working in the Consulting Industry or Related Entities
• Entertainment, Gifts and Gratuities
• Protection and Proper Use of Company Assets
• Company Books and Records
• Confidential Information
• Insider Trading
• Trademarks, Copyrights and Other Intellectual Property
• Copyright Compliance and Software Licensing
• Intellectual Property Rights of Others
• Inventions, Books and Publications

• Respecting One Another
• Employee Privacy
• Equal Employment Opportunity and Non-discrimination
• Sexual and Other Forms of Harassment
• Safety in the Workplace

• Antitrust Laws
• Gathering Information About the Company’s Competitors

• Prohibition on Gifts to Government Officials and Employees
• Political and Lobbying Activities
• Political Solicitations
• Compliance with U.S. Export Control and Sanction Requirements

• Responsibilities
• Seeking Guidance
• Reporting Violations
• The Helpline
• Investigations of Suspected Violations
• Discipline for Violations
• Waivers of the Code
• Approval and Amendment


About the Code
Our business depends on the reputation of each and every one of us for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law. The Code is a statement of policies for individual and business conduct.

Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages.

If you have questions, ask them; if you have ethical concerns, raise them. The Compliance Officer, who is responsible for overseeing and monitoring compliance with this Code, and the other resources identified in this Code are available to answer your questions and provide guidance; you may go to them to report suspected misconduct. Our conduct should demonstrate ethical leadership and promote a work environment that upholds the Company’s
reputation for integrity, ethical conduct and trust.

HudsonDean’s Values
Our values capture the essence of who we are, how we interact with others, and how we conduct business. All employees are expected to conduct themselves in accordance with these shared ethical values, which keep us aligned with how we want to be viewed by our clients, peers, and our communities.

INTEGRITY – We do the right thing regardless of the consequences.
PURSUIT OF EXCELLENCE – We continually strive to exceed the expectations of our people and our clients.
ACCOUNTABILITY – We take responsibility for individual and collective actions.
COLLABORATION – We work together to achieve collective and individual goals.
PASSION – Our energy and enthusiasm are contagious. We are inspired to make a lasting impact.
RESPONSIBILITY TO OUR ORGANIZATION – Compliance With Laws, Rules And Regulations. You are required to comply with the laws, rules and regulations that govern the conduct of our business, both in the U.S. and in other countries, including the states and other jurisdictions that regulate the Company’s activities. If you have questions about the applicability or meaning of a law, rule or regulation, please consult your practice group leader or the Compliance Officer.

Conflicts of Interest
Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company’s interests and to make decisions that affect the Company with objectivity and free of conflicting priorities. A conflict of interest occurs whenever an individual’s private interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that make it difficult to perform his or her Company work objectively and effectively. Your obligation to conduct the Company’s business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships. Improper Personal Benefits from the Company

Conflicts of interest arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure. The Company will not make personal loans to or guarantee the personal obligations of board members and executive officers.

Financial Interests in Other Businesses
You may not own an interest in a company that competes with the Company. You may not own an interest in a company that does business with the Company (such as a Company client or supplier) without the prior written approval of the Compliance Officer. However, it is not typically considered a conflict of interest (and therefore, prior approval is not required) to have an interest of less than one percent of the outstanding shares of a publicly traded company or to hold an interest in government treasury notes or bonds. Be advised, however, that you are prohibited from trading stock of clients for whom you possess material non-public information. See “Insider Trading” below.

Business Arrangements With the Company
Without prior written approval from the Compliance Officer, you may not participate in a joint venture, partnership or other business arrangement with the Company.

Outside Employment or Activities with a Competitor
Simultaneous employment with or serving as a director of a competitor of the Company is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to advance a competitor’s interests. You may not market products or services in competition with the Company’s current or potential business activities. It is your responsibility to consult with the Compliance Officer to determine whether a planned activity will compete with any of the Company’s business activities before you pursue the activity in question.

Outside Employment With a Client or Supplier
Without prior written approval from the Compliance Officer, you may not be a client or be employed by, serve as a director of, or represent a client of the Company. Similarly, without prior written approval from the Compliance Officer, you may not be a supplier or be employed by, serve as a director of or represent a supplier to the Company. Nor may you accept money or benefits of any kind as compensation or payment for any advice or services that you may provide to a client, supplier or anyone else in connection with its business with the Company.

Government Projects
As a result of its work for government entities, the Company is subject to special legal obligations and potential penalties. You must immediately notify the Chief Compliance Officer if you learn of any allegation, claim, complaint, charge or
Investigation of any kind and before any type of court or agency related to your participation in a government program or regarding any Company engagement for a government entity, whether or not the Company is the focus of the allegation, claim, complaint, charge or investigation. It does not matter how you learn of the information or if you are uncertain about its accuracy, you must immediately notify the Chief Compliance Officer.

Corporate Opportunities
Employees and board members owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If, as a result of your use of Company property, information, or position, you learn of a business or investment opportunity that properly belongs to the Company, you may not participate in the opportunity or make the investment without the prior written approval of the Compliance Officer.

You may not use corporate property or information or your position at the Company for improper personal gain, and you may not compete with the Company. Directors’ duties to present corporate opportunities to the Company are more extensive and include a requirement that they obtain the prior written approval of the disinterested members of the Board of Directors.

Charitable, Civic and Other Outside Activities
The Company encourages all employees to participate in projects and causes that further the welfare of our local communities. You may serve as a director or trustee of any civic, professional, charitable or not-for-profit entity as long as such service does not detract from the time and energy necessary to perform your duties for HudsonDean, or otherwise conflicts with HudsonDean’s interests.

If, while serving in a directorship or trustee capacity, the entity becomes or is contemplating becoming a client of the Company, you should immediately advise the Compliance Officer.

However, in order to avoid a real or perceived conflict, an individual should not participate on an engagement for a client if (a) the client is a for-profit entity and (b) he or she is currently serving on that client’s Board of Directors (even if such directorship was previously approved).

Family Members Working in the Commodity Trading Industry or Related Entities
You may find yourself in a situation where your spouse or significant other, your children, parents, siblings, or in-laws, or someone else with whom you have a close familial relationship is a competitor, supplier or client of the Company or is employed by one. Such situations are not prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of interest.

The very appearance of a conflict of interest can create problems, regardless of the propriety of your behaviour. To remove any such doubts or suspicions, you must disclose your specific situation to the Compliance Officer to assess the situation and determine what actions, if necessary, should be taken to address it. If your spouse or a close relative holds a key executive position with a client, you should not participate in an engagement for that particular client.

Entertainment, Gifts and Gratuities
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain an unfair advantage. You may not give, provide or accept any gift or entertainment unless it: (a) is consistent with customary business practices; (b) is not extreme in value; (c) is not and cannot be construed as a bribe or payoff; and (d) does not violate any laws or regulations.

Gifts and entertainment can include, for example, discounts or other arrangements of value. In determining whether a gift or entertainment could be considered a bribe or payoff, ask yourself whether a third party could view the gift or entertainment as being made to influence the recipient.

If you have any questions about the application of these requirements, contact HudsonDean’s Chief Compliance Officer for guidance. You may not give or accept gifts of cash or cash equivalents (such as gift certificates or securities) from clients or vendors or in connection with work you are doing for a client, except for tokens of appreciation under $25 in value or as may be approved by HudsonDean’s Chief Compliance Officer.

Our suppliers and clients likely have gift and entertainment policies of their own. You must be careful never to provide a gift or entertainment that violates the other company’s gift and entertainment policy.

What is acceptable in the commercial business environment may be entirely unacceptable in dealings with the government. See “Interacting With Government” below

Protection and Proper Use of Company Assets
We each have a duty to protect the Company’s assets and ensure their efficient use. We should take measures to prevent damage to and theft or misuse of Company property. When you leave the Company, all Company property must be returned to the Company. Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for legitimate business purposes only.

Company Books and Records
As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission and other public statements, such as press releases, be full, fair and accurate, timely and understandable. Depending on your position with the Company, you may be called upon to provide information that ensures that the disclosures in the Company’s public reports and other public statements are full, fair and accurate. If we request information from you, we expect you to take this responsibility very seriously and to provide prompt, accurate and complete answers to inquiries related to the Company’s public disclosure requirements.

As applicable, you must maintain the Company’s books, records, accounts and financial statements in reasonable detail to appropriately reflect the Company’s transactions and must conform both to applicable requirements and to the Company’s system of internal controls.

All employees are prohibited from making false time entries in the books and records of the Company, or engaging in any conduct that results in the making of such false time entries. In particular, in order to ensure that the disclosures in the Company’s public reports and other public statements are full, fair and accurate and that books, records, accounts and financial statements conform to applicable requirements and the Company’s system of internal controls, you are required to disclose immediately to the Chief Compliance Officer all gifts, compensation or other payments you receive, directly or indirectly, from any person or entity affiliated with a business, practice group or other organization acquired by the Company or from any other employee of the Company except for gifts for celebratory functions (such as holidays, birthdays or retirement) that do not exceed a total of $1,000 within a 12 – month period

The Company’s policy is to comply with all applicable financial reporting and accounting regulations applicable to the Company. If you have any concerns or complaints regarding questionable accounting or auditing matters of the Company, you are encouraged to report them as described in the Company’s Policy on Reporting Concerns and Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters.

Confidential Information
All employees may learn, to a greater or lesser degree, facts about the Company’s business, plans, operations or “secrets of success” that are not known to the general public or to competitors. Sensitive information such as client data, the terms offered or prices charged to particular clients and marketing or strategic plans are examples of the Company’s confidential information or trade secrets. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its clients, or lead to illegal personal gain, if disclosed or misused.

During the course of performing your responsibilities, you may obtain information concerning possible transactions with other companies or receive confidential information concerning other companies, which the Company may be under an obligation to maintain as confidential.

You must maintain the confidentiality of information entrusted to you by the Company, its clients or its suppliers, except when disclosure is authorized or legally mandated. You should consult with the Compliance Officer if you believe you have an obligation to disclose confidential information

Your obligation to treat information as confidential does not end when you leave the Company. Upon the termination of your employment, you must return everything that belongs to the Company, including all documents and other materials containing Company and client confidential information. You must not disclose confidential information to a new employer or to others after ceasing to be a Company employee.

Insider Trading

You are prohibited by Company policy and the law from buying or selling securities of the Company or its clients or suppliers at a time when in possession of “material non-public information. Moreover, you are prohibited by Company policy from buying or selling securities of a client while working on an engagement for that client and for a period of 90 days thereafter. Among other things, trading while in possession of material non-public information can subject you to criminal or civil penalties.

The Company’s Insider Trading Compliance Program is posted on the Company’s intranet at Insider Trading

Trademarks, Copyrights and Other Intellectual Property

Our logos and the name “HudsonDean AG” are examples of Company trademarks. You must always properly use our trademarks and advise your practice group leader or the Compliance Officer of infringements by others.

Copyright Compliance and Software Licensing
Works of authorship such as books, articles, drawings, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of the Company’s policies to make unauthorized copies of or derivative works based upon copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted.

The Company licenses the use of much of its computer software from outside companies. In most instances, this computer software is protected by copyright. You may not make, acquire or use unauthorized copies of computer software or use it for unlicensed purposes. Any questions concerning copyright laws or software licensing should be directed to the Compliance Officer.

Intellectual Property Rights of Others
It is Company policy not to infringe upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another company, including any such uses on the Company’s web sites or other marketing material, you must do so properly and in accordance with applicable law and the Company’s contractual obligations to other parties.

Inventions Books and Publications
Without prior written approval of the Compliance Officer, you may not develop, outside of the scope of your employment with the Company, any products, software or intellectual property that may be related to the Company’s current or potential business.


Respecting One Another
The way we treat each other and our work environment affects the way we do our jobs. All employees want and deserve a workplace where they are respected and appreciated. Everyone who works for the Company must contribute to the creation and maintenance of such an environment, and employees in management positions have a special responsibility to foster a workplace that supports honesty, integrity, respect and trust.

Employee Privacy
We respect the privacy and dignity of all individuals. The Company collects and maintains personal information that relates to your employment, including medical and benefit information.

Special care is taken to limit access to personal information to Company personnel with a need to know such information for a legitimate purpose. Employees who are responsible for maintaining personal information and those who are provided access to such information must not disclose private information in violation of applicable law or in violation of the Company’s policies.

Employees should not search for or retrieve items from another employee’s workspace without prior approval of that employee or management. Similarly, you should not use communication or information systems to obtain access to information directed to or created by others without the prior approval of the Compliance Officer, unless such access is part of your job function and responsibilities at the Company.

Personal items, messages, or information that you consider to be private should not be placed or kept in telephone systems, computer or electronic mail systems, office systems, offices, work spaces, desks, credenzas or file cabinets. The Company reserves all rights, to the fullest extent permitted by law, to inspect such systems and areas and to retrieve information or property from them when deemed appropriate in the judgment of management.

Equal Employment Opportunity and Non-discrimination
The Company endorses equal employment opportunity and affirmative action principles and has established policies and practices that support these values and principles as an integral component of our culture.

Sexual and Other Forms of Harassment
The Company is committed to providing a productive and professional work environment in which all individuals are treated with respect and dignity and the Company expects employees to interact with each other in a professional and respectful manner. The Company has established policies and practices that prohibit any workplace conduct that is inappropriate, offensive or intimidating, including any form of sexual, physical, religious or political harassment.

The Company’s Harassment policies are posted on the Company’s intranet at
Harassment and Discrimination

Safety in the Workplace
The safety and security of employees is of primary importance. You are responsible for maintaining our facilities free from recognized hazards and obeying all Company safety rules.


The Company depends on its reputation for quality, service and integrity. The way we deal with our clients, competitors and suppliers moulds our reputation, builds long-term trust and ultimately determines our success. The Company is committed to a policy of vigorous and lawful competition that is based on the merits of our products and services. We seek to maintain the trust of our clients, suppliers and competitors by conducting business in a fair and ethical manner.

Antitrust Laws
The Company’s activities are subject to antitrust and trade regulation statutes, which govern how we interact with our clients, suppliers and competitors. It is important for us to know these laws and regulations and make sure we are in full compliance with them

Some of the most serious offenses in this area involve agreements between competitors to fix prices, limit the availability of services, or allocate clients, territories or markets. Any such agreement, whether formal or informal, may be unlawful and is prohibited by Company policy.

Company employees should take care to avoid unnecessarily involving themselves in situations from which an unlawful agreement may be inferred. For that reason, contacts with competitors should be kept to a minimum. Care should be taken if participating in any associations that bring competitors together. Employees must be particularly careful when participating in meetings of such associations or other such gatherings. All contacts with competitors should be conducted as if they were completely in the public view.

Failure to comply with the antitrust laws could subject the individuals involved to criminal fines and jail terms, and the Company to criminal fines, large civil penalties and treble damages. You should consult the Compliance Officer with any questions or concerns regarding the antitrust laws and how they are applied.

Gathering Information About the Company’s Competitors
It is entirely proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, you should abide by the following guidelines:

• We may gather information about our competitors from sources such as published articles, advertisements, brochures, other non-proprietary materials, surveys by consultants and conversations with our clients, as long as those conversations are not likely to suggest that we are attempting to (a) conspire with our competitors, using the client as a messenger, or (b) gather information in breach of a client’s nondisclosure agreement with a competitor or through other wrongful means. You should be able to identify the source of any information about competitors.

• We must never attempt to acquire a competitor’s trade secrets or other proprietary information through unlawful means, such as theft, spying, bribery or breach of a competitor’s nondisclosure agreement.

• If there is any indication that information that you obtain was not lawfully received by the party in possession, you should refuse to accept it. If you receive any competitive information anonymously or that is marked confidential, you should not review it and should contact the Compliance Officer immediately.

• You may not disclose your previous employer’s confidential information to the Company. Of course, you may use general skills and knowledge acquired during your previous employment.

The improper gathering or use of competitive information could subject you and the Company to criminal and civil liability. When in doubt as to whether a source of information is proper, you should contact the Compliance Officer.


Prohibition on Gifts to Government Officials and Employees
The various branches and levels of government have different laws restricting gifts, including meals, entertainment, and transportation and lodging, that may be provided to government officials and government employees. You are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the Compliance Officer.

Political and Lobbying Activities
Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign are prohibited. You may not request reimbursement from the Company for any personal contributions you make to a political party or candidate.

Political Solicitations
Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (a) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (b) communicating with certain government officials for the purpose of influencing government action; or (c) engaging in research or other activities to support or prepare for such communication.

The Company must protect its reputation for providing objective consulting services and to that end has established policies and practices to comply with campaign, financial, and lobbying laws which are available on the Company’s Intranet.

Compliance with U.S. Export Control and Sanction Requirements
U.S. law restricts the unlicensed export of certain sensitive items and technology (“controlled technology”), as well as exports to, receiving payments from, or dealing with sanctioned regimes, countries, and designated parties.

Any initial business opportunity that involves controlled technology/technical data or work in a sanctioned country shall be reviewed by the Chief Compliance Officer before an agreement is signed in order to determine whether prior approval from the US, UK, Swiss or Hungarian governments is required.

HudsonDean’s Export Control Policy addresses requirements for Company personnel to adhere to export regulatory requirements.


While each of us is individually responsible for putting the Code to work, we need not go it alone. The Company has designated a Chief Compliance Officer, who will assist all of us in complying with the Code. The Company also has a number of resources, people and processes in place to answer our questions and guide us through difficult decisions. Copies of this Code are available from the Compliance Officer and on the Company’s Intranet at Code of Business

Conduct and Ethics
Ultimate responsibility to ensure that we as a Company comply with the many laws, rules, regulations and ethical standards affecting our business rests with each of us.
You must become familiar with and conduct yourself strictly in compliance with those laws, rules, regulations and standards and the Company’s policies and guidelines pertaining to them.

Seeking Guidance
This Code cannot provide definitive answers to all questions. If you have questions regarding any of the policies discussed in this Code or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your practice group leader, the Compliance Officer or the other resources identified in this Code.

Reporting Violations
If you know of or suspect a violation of applicable laws, rules or regulations, the Code, or the Company’s related policies, you must immediately report that information to your practice group leader, higher levels of management or the Compliance Officer or the Helpline, discussed below.

No one will be subject to retaliation because of a good faith report of suspected misconduct. Any suspected acts of retaliation should be reported immediately to the Compliance Officer. An employee’s right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of a complaint or an ensuing investigation.

You may report suspected violations anonymously. However, providing your name may expedite the time it takes to respond, and it also allows the Company to contact you if necessary during any investigation. Either way, you should treat the information that you provide as confidential, and the Company will likewise maintain confidentiality, except as otherwise required by law.

Investigations of Suspected Violations
All reported violations will be promptly investigated and treated confidentially to the extent possible, given the need to conduct an investigation. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company.

Discipline for Violations
The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with its Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Company personnel who violate this Code and other Company policies and procedures may be subject to disciplinary action, up to and including discharge. In addition, disciplinary measures, up to and including discharge, may be taken against anyone who directs or approves infractions or has knowledge of them and does not move promptly to correct them in accordance with Company policies.

Waivers of the Code
Whenever this Code requires the approval of the Compliance Officer, that approval must be obtained from the Board of Directors or the Audit Committee, if the approval sought is by a board member or executive officer.

The Company will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Waivers of the Code for board members and executive officers may be made only by the Board of Directors or the Audit Committee of the Board and must be promptly disclosed as required by law or regulation.

Any waiver granted by the Audit Committee of the Board of Directors must be reported to the Board of Directors as a whole.

Waivers of the Code for other employees may be made only by the Compliance Officer and, in the case of conflicts of interests, by the Chief Executive Officer, in addition to the Compliance Officer.

Approval and Amendment
This Code was approved and originally adopted by the Board of Directors on October 12, 2011 and may be revised, amended or restated at any time by the Board of Directors. Such revisions, amendments, or restatements will be made accessible to Company employees, executive officers and board members on a timely basis.