Code of Ethics


FRM requires that all employees comply with all laws, rules, and regulations applicable to FRM wherever it does business. Assisting another individual – either within FRM or elsewhere – in any violation of laws, rules and regulations is a violation of this Code. Employees, agents, contractors are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules, and regulations and to ask for advice when uncertain about them.

FRM has developed various policy and procedures manuals that address certain laws and detail FRM’s process towards them.


FRM observes all laws applicable to our business, and requires employees to act ethically and with integrity. FRM’s reputation is staked on acting legally, ethically, and honestly.

The ethical alternatives you face every day can be tested against the following checklist:

  1. Is it legal? Does it break the law or FRM policy?
  2. Is it responsible? Is the decision a good one for the long as well as the short term?
  3. Is it justifiable? Can you take pride in your decision and explain it to family, the media, the directors, or a third party without feeling embarrassed or guilty?

In establishing and complying with this policy, FRM expects that each of us will remain fixed on integrity, and that our vendors, clients, and other business partners will never have cause to doubt whether they are being dealt with fairly and honestly.


Each of us must exhibit honest and ethical conduct, including the ethical handling of conflicts of interest in personal and professional relationships. Conflicts of interest arise when our personal interests are inconsistent with the responsibilities of our employment.

Employees who believe they have a conflict should disclose such a conflict to their supervisor or in writing to compliance@frm‐

There are several types of conflicts of interest:

  • Actual – the personal interests of the employees are in conflict with the interests of FRM.
  • Potential – the personal interests of the employees may at some future time conflict with the interests of FRM.
  • Perceived – the personal interests of the employees appear to an outsider to conflict with the interests of FRM.
  • Indirect – the personal interests of the employees are, may be, or are perceived to be in conflict with the interests of FRM because of a relationship to a family member or to a personal who shares personal interests, such as a business partner or spouse who owns a business that does business with or competes with FRM.

Some examples of conflicts of interest are:

  • Competing with FRM – an employee works directly or indirectly for a FRM that is in competition with FRM.
  • Conducting business with FRM – an employee has an outside business activity that would like to do business with FRM.
  • Making available during or subsequent to employment and without proper authorization, information of a confidential nature derived from his employment.
  • Hiring a sub‐ contractor in preference to using an employee for some personal gain.
  • Holding outside directorships – an employee becomes a director of a firm that competes with FRM or that does or seeks to do business with FRM.
  • Accepting and providing gifts and entertainment of excessive value without prior disclosure.

The general rule for recognizing conflicts of interest is that employees must avoid any activity that:

  1. compromises their judgment
  2. causes them to show undue favoritism to any party, or
  3. causes them to receive an undisclosed benefit of some kind.

These are only a few of the ways in which a conflict of interest may arise. A conflict of interest is any activity that might influence, or even appear to influence, an employees’ ability to make impartial decisions in any situation that could interfere with the best interests of FRM.

FRM expects all of us to be sensitive to the dangers presented by such potential conflicts. You should consult with supervisors or other sources of advice when doubtful or confusing situations arise. Below are FRM’s policies for certain specific areas of conflict.


Employees may not use FRM’s property, information, or position for their own personal gain. Furthermore, employees are prohibited from competing with FRM, directly or indirectly, and should strive to advance FRM’s legitimate interests whenever the opportunity to do so arises.

“Free‐lance” or “moonlighting” activity may not:

  1. encroach on the time or attention which should be devoted to the employees’ duties;
  2. adversely affect the quality of work performed;
  3. compete with FRM’s activities;
  4. imply sponsorship or support by FRM of the outside employment or organization; or
  5. adversely affect the good name of FRM.

All free‐lance or moonlighting activities require the prior written approval of the employees’ supervisor. Employees who free‐lance or moonlight may not use FRM time, facilities, resources, or supplies for such work.

Employees involved in the process of purchasing goods and services should be objective and impartial when making purchasing‐related decisions. To remain fair and impartial in making decisions, employees involved in these processes should:

  1. follow established policies and procedures for all steps of the purchasing process;
  2. not allow vendors and suppliers to circumvent established procedures and attempt to work directly with requisitioners or to influence purchasing decisions;
  3. not seek nor accept gratuities, favors, or other payments from vendors or suppliers as an inducement to do business (see Gifts and Gratuities below); and
  4. not use FRM funds to make personal purchases.


FRM should not request or accept a gift from any organization or individual with which FRM does business or seeks to do business, unless it:

  1. was unsolicited;
  2. is not a cash gift;
  3. is not extravagant;
  4. is less than approximately $75 in value; and
  5. could not affect the employees’ judgment, as inferred by a third party.

If you receive a gift which does not comply with this policy, or are unsure whether it complies, it should be reported in writing to compliance@frm‐ It will be determined if it is appropriate to keep the gift, or require that the gift be returned.


Providing or accepting meals and refreshments which are business related is permitted unless there is any reason to believe that the offer was made with the intent to influence the employees in the performance of his or her responsibilities for FRM.

The solicitation of entertainment through special events may be permitted when appropriate for business objectives. Such practices are permissible upon prior notice and approval as obtained from compliance@frm‐

Meals and entertainment offered to you or FRM, in excess of $50 in value must be disclosed directly to compliance@frm‐ for approval prior to the event.



We are all responsible for the proper use and care of FRM funds within our responsibilities. This includes FRM money spent on travel or other business expenses.


We are also responsible for the proper use and care of FRM property over which we have control. FRM equipment or other property should be handled and cared for properly. IT should not be used for personal benefit, sold, loaned, given away, or otherwise disposed of, regardless of its condition or value, without proper authorization.


Fraud, theft, negligence, and waste have a direct impact on FRM’s profitability. Any suspected incident should be immediately reported to compliance@frm‐ Fraud includes asset theft, as well as, financial statement fraud, which includes falsification of related disclosures.


Our obligation to protect FRM’s assets includes protecting its information as well. We operate in many different and extremely competitive markets. In a competitive environment, proprietary information is an important tool for success. FRM’s internal processes and procedures and other operational information are trade secrets that give FRM a competitive advantage and should be safeguarded in the same way that other FRM assets are protected.

FRM confidential information includes, but is not limited to: client lists, client data, products and services including those under development, information relating to any prospective FRM acquisition or divestiture, marketing and promotion plans, budgets, computer programs and data files, earnings results, sources, any other information concerning FRM’s financial, legal, or other business activities, any technology, process or information employed by FRM that is not generally known and provides FRM a competitive or economic advantage.

We also have access to information that may include personal information about our fellow employees, FRM’s officers, directors and, or our clients. This information is also confidential and may not be disclosed without proper authorization.



In addition to FRM confidential information, we have access to confidential information provided to FRM by FRM’s clients. FRM expects that this information will be kept STRICTLY CONFIDENTIAL. Any violation of a customer’s confidentiality may be grounds for immediate termination, and depending on the information release, may be grounds for criminal prosecution.


Inside information is a form of Confidential Information and includes all non-public information that may have a significant impact on the price of a security or other financial instrument, or that a reasonable investor would be likely to consider important in making an investment decision. Employees will not trade, encourage others to trade, or recommend securities or other financial instruments while in possession of inside information gleaned as a result of or during employment with FRM, whether in a personal account, the accounts of a family member, defined as my spouse, domestic partner and minor children, or any other accounts. If an employee is not sure whether they are exposed to inside information, they should contact .


FRM is legally entitled to all rights in inventions and works of authorship relating to its business that are made by employees during the scope of their employment with FRM or using the resources of FRM. In addition, all documents and tangible items provided to employees by FRM for use in connection with his/her employment are the property of FRM and shall be promptly returned to FRM upon termination of employment, together with all copies, recordings, abstracts, notes, computer diskettes, computer or computer assisted data storage or reproductions of any kind made from or about the documents and tangible items or the information they contain.

FRM not only values its own intellectual property, it respects the intellectual property rights of others. Intellectual property is protected in a number of ways including copyrights and trademarks or service marks. We all must safeguard FRM’s intellectual property and abide by third parties’ protection of their rights.


All copyrightable material (such as files, records, reports and software) acquired or created in the course of employment are the property of FRM. This information must not be used in any way other than as required in performing employment duties or as prescribed by FRM. Originals or copies of such documents may be removed from FRM’s offices for the sole purpose of performing the employees’ duties to FRM and must be returned at any time upon request.

You should avoid the unauthorized use of copyrighted materials of others and if you have any questions regarding the permissibility of photocopying, excerpting, electronically copying or otherwise using copyrighted materials please communicate with your supervisor.

Copying a small portion of a work for research or educational purposes is usually considered fair use of a copyrighted work.


Words, slogans, symbols, logos or other devices used to identify the source of goods or services are important business tools and valuable assets which require careful use and treatment. Any unauthorized use of FRM trademarks should be reported to compliance@frm‐

Using the trademark or service mark of another business requires clearance or approval from compliance@frm‐

Employees shall not negotiate or enter into any agreement respecting FRM’s copyrighted materials, trademarks, service marks or logos without first consulting the Corporate Legal Department.


In the course of our duties, we may receive inquiries from representatives of the news media. Unless responding to such inquiries is among your specifically authorized responsibilities, politely refer all media representatives to an FRM Managing Director.


FRM seeks competitive advantage by way of honest business competition. We are expected to deal fairly with FRM’s clients, suppliers, competitors, and employees and should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair practice.


FRM strongly believes in the political process and encourages employees to participate in that process personally on their own time. A corporation’s activities, however, are limited. For this reason, no political contribution of FRM funds or use of FRM property, services or other assets may be made without the prior written approval. In addition, any political activity or contribution by an employee’s which might appear to constitute an endorsement or contribution by FRM must be approved in advance.

Both direct contributions and indirect expenditures on behalf of a candidate or elected official, such as travel expenses, use of telephones and other corporate equipment may be considered contributions. In no event may any employee be reimbursed in any manner for personal political activities.


Some of us do business with federal, state or local government agencies. All employees engaged in business with a government body or agency must know and abide by the specific rules and regulations covering relations with public agencies. Employees must always conduct dealings in a manner that avoids any perceived as attempts to influence public officials in the performance of their official duties.


FRM prohibits employees from offering inducements to provide information, influence decisions, or otherwise take actions favorable to FRM. Business dealings with outside firms should not result in unusual gains for those firms. Unusual gain refers to such things as bribes, product bonuses, special fringe benefits, unusual price breaks, and other windfalls designed to ultimately benefit either you or FRM. This restriction does not apply to routine marketing, administrative or business expenses that may be incurred on behalf of or reimbursed to individuals with whom FRM has ordinary business relations.

To illustrate the strict ethical standard FRM expects every employee to maintain, the following conduct is expressly prohibited:

  1. Payment or receipt of money, gifts, loans or other favors which may tend to influence business decisions or compromise independent judgment.
  2. Payment or receipt of rebates or “kickbacks” for obtaining business for or from FRM.
  3. Payment of bribes to government officials to obtain favorable treatment.
  4. Any other activity that would similarly degrade the reputation or integrity of FRM.

Any employees found to be engaged in these or any other fraudulent activity will be liable to termination and possible criminal proceedings against them. All employees have a responsibility to report any actual or attempted bribery, kickback or fraud to FRM.


In performing our responsibilities for FRM, we must prepare and/or complete all FRM records in a full, fair, accurate, timely, and understandable manner. FRM records include: routine documents, accounting entries, cost estimates, contract proposals, other presentations and reports to management, clients, government agencies, and the public.

We should also avoid exaggeration, derogatory remarks, guesswork, and inappropriate characterization of people and companies that can be misunderstood. This applies equally to e‐mail, internal memos, and formal reports.


No employees may interfere with or seek to improperly influence the auditing of FRM’s financial records either directly or indirectly. Violation of these provisions shall result in disciplinary actions, up to and including termination, and may also subject the violator to substantial civil and criminal liability.

It is FRM’s policy to provide cooperation with outside auditors to enable them to reach proper conclusions in a timely manner.


FRM is committed to fostering a professional work environment in which we are all treated with respect and dignity, and that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. FRM expects that all relationships among persons in the workplace will be business‐like and free of unlawful bias, prejudice and harassment.

In addition to complying with other applicable wage, labor and employment laws, it is FRM’s policy to ensure equal employment opportunity without discrimination or harassment on the basis of race, color, national origin, religion, sex, age, disability, or any other status protected by law.

You may not interfere with or retaliate against another employee who seeks to invoke his or her rights under the laws governing labor and employee relations. If you have any questions about FRM policies you may consult compliance@frm‐


Every employee is responsible for using FRM’s Computer Network, including, without limitation, its electronic mail (e‐mail) system and the Internet (collectively, the “Computer Network”) properly and in accordance with FRM policies. FRM’s Computer Security Policy is located on the network. Any questions about these policies should be addressed to the employee’s immediate supervisor or IT Department. Employees should be aware of, among other matters, the following:

  • The computers that we are provided or have access to for work, including the e‐mail system, are the property of FRM and have been provided for use in conducting FRM business.
  • All communications and information transmitted by, received from, created or stored in its Computer Network (whether through word processing programs, email, the Internet or otherwise) are FRM’s records and property of FRM.
  • FRM has the right, but not the duty, for any reason and without your permission, to monitor any and all aspects of its Computer Network, such as reviewing documents created and stored on its Computer Network, deleting any matter stored in its Computer Network, monitoring sites visited by you on the Internet, monitoring chat and news groups, reviewing material downloaded or uploaded by you from the Internet, and reviewing e‐mail sent and received by you.
  • Employees should not have any expectation of privacy in anything they create, store, send or receive on the Computer Network.
  • While FRM has the right to access the Computer Network, employees may not do so without express authorization, and then only to the extent authorized.
  • FRM policies prohibit using FRM’s Computer Network to send or solicit messages or files that are illegal, sexually explicit, abusive, offensive or profane.
  • FRM’s Computer Network may not be used to solicit for religious or political causes, commercial enterprises, outside organizations, or other activities not related to employee’ services to FRM.
  • FRM’s Computer Network may not be used to send or receive copyrighted materials, trade secrets, or proprietary financial information improperly. If you are in doubt about the appropriateness of your dissemination of these materials, please review your use of the Computer Network with your supervisor or email compliance@frm‐


The periodic discarding of documents is necessary to manage the limited space available for the storage of FRM documents, both paper and electronic. However, there are legal requirements that certain records be retained for specific periods of time. Before disposing of documents, employees should consult FRM’s Document Retention, Destruction, & Storage Policy. Employees who are unsure about the need to keep particular documents should consult with their supervisors or email compliance@frm‐

There are also legal requirements pertaining to the retention of documents that may be required in connection with a lawsuit or government investigation. It is very important that all potentially relevant documents be preserved, and ordinary disposal or alteration of documents pertaining to the subject of the litigation or investigation should be immediately suspended. If you are uncertain whether documents under your control should be preserved because they might relate to a lawsuit or investigation, you should contact compliance@frm‐


Occasionally, we retain independent contractors to provide services on behalf of FRM and its clients. All employees should take steps to inform subcontractors of their obligations to adhere to the law, and under no circumstances should a subcontractor be used to circumvent compliance with an applicable law.

Certain steps must be taken in connection with the retention of an independent contractor. All U.S. and foreign employees must verify that any independent contractor is licensed and registered as required by local law. Any written contracts should be prepared with FRM’s legal department.


FRM is committed to maintaining high ethical standards and remaining compliant with all laws and regulations applicable to FRM’s businesses.


Every employee is responsible for compliance. The Compliance Department will retain records of all reports of possible violations, a summary of the matters involved, and the disposition thereof, in compliance with FRM records retained policy. The Human Resources Officer’s duties include the following:

  • Investigation – Reports of violations will be investigated. Employees are expected to cooperate in the investigation of reported violations. Depending on the nature of the allegations it may not be possible for FRM to communicate information concerning the investigation with those that reported the violations.
  • Confidentiality – To the extent practical and appropriate under the circumstances, the identity of anyone who reports a suspected violation or who participates in the investigation will not be disclosed. While every effort will be made to protect the privacy of the people involved, confidentiality cannot be guaranteed in every instance. Employees should be aware that FRM’s representatives are acting in the best interests of FRM, and do not act as personal representatives or lawyers for employees.
  • Protection Against Retaliation – Retaliation in any form against an individual who makes a complaint or reports a violation of the Code or any other FRM policy or procedure, or of law, even if the report is mistaken, or who assists in the investigation of a reported violation is itself a serious violation of this policy.

This Code shall be distributed to each new employees of FRM upon commencement of his or her employment. FRM shall hold an annual to review with employees the ethical code.


As part of its commitment to ethical and legal conduct, FRM expects you to bring to the attention of Compliance Department about suspected violations of this Code, other FRM policies or procedures, or of law by any FRM employees or agent. FRM will disclose the information only as needed to appropriately evaluate and investigate the matter, and will seek to ensure that no acts of retribution or retaliation will be taken against anyone for making a good faith report.


Information about known or suspected violations of this Code by any employees or agent must be reported promptly. Whenever practical, employees should do so in writing. You are required to come forward with any such information, without regard to the identity or position of the suspected offender.


Any waiver of this Code of Business Conduct and Ethics may be made only by a Managing Director, as applicable, and will be promptly disclosed as required by applicable law.


If you have any questions regarding the best course of action in a particular situation, please email compliance@frm‐

Last Revision Date: September 1, 2016