The value of Ethical Conduct recognizes that our actions have consequences for ourselves, each other and CIRI, and must be guided by our commitment to do what is right. We conduct our business in full compliance with the laws, rules, and regulations that govern CIRI's business activities and interests. In demonstrating our value of Ethical Conduct, we will conduct ourselves in the following manner:

Commitment to Compliance

Every person at CIRI is responsible for his or her ethical behavior and is obligated to take an active role in being knowledgeable of, and ensuring strict compliance with, the laws, rules, regulations, and CIRI policies, procedures and practices that govern his or her job activities. CIRI's policies include, without limitation, this Code, CIRI's Corporate Governance Policy, and other directives of CIRI's management or its Board of Directors. There is no circumstance or situation that would warrant a departure from any of these standards or from the requirements of applicable law, and none will be tolerated.

No one, regardless of his or her position with CIRI, is or will ever be authorized to commit an illegal or unethical act on CIRI property or while conducting CIRI business. An illegal or unethical act cannot be justified by the individual committing it on the grounds that he or she was acting under the order of another individual, including that individual's supervisor.

Every person at CIRI is responsible for immediately raising issues or reporting concerns if they have reason to believe that a violation of CIRI's standards of business ethics and compliance has occurred or is about to occur. Concerns and requests for guidance may be discussed with an individual's manager, any member of CIRI management, the Legal Compliance Manager, or the Business Ethics and Compliance Assistance Line by calling (888) 228-7798.

Fair Competition and Antitrust Laws

CIRI will not participate in any activities that are a violation of the antitrust or fair competition laws. Antitrust and competition laws are very complex, but generally these laws prohibit, among other things, agreements between competitors to fix prices, make collusive bids, allocate markets or customers, or refuse to do business with others. Every person at CIRI must avoid even the appearance of such activities with a competitor. If you need clarification about Fair Competition or Antitrust laws, contact the Legal Department.

Insider Trading

It is against the law for an employee of a publicly traded company to trade in or influence the trading of stock on the basis of "material, nonpublic information" gained, for example, in the course of that individual's employment. Information is considered "material" if knowledge of it might influence an individual to buy, hold, or sell ("trade") a stock.

Although CIRI itself is not a publicly traded company, CIRI officers, directors, and employees are nonetheless subject to insider trading laws. Insider trading rules would apply, for example, to material, nonpublic information about publicly traded companies with which CIRI does business or is considering doing business. It is possible that in the course of conducting CIRI business we may hear about such things as a current or potential business partner's or vendor's plans for expansion, new products or services, management changes, mergers, acquisitions, or other significant business information. In these cases, we cannot trade or "tip" others (such as your friends, co-workers, or family members) to trade in the stock of that company if the information we have is material, nonpublic information. These laws are very complex and violation of them can result in severe penalties, both for individuals and for CIRI. If you need clarification about whether or not you are in possession of material, nonpublic information, contact the Legal Department.

Next page