Code of Conduct Issued under Section 37 of the Investment Intermediaries Act, 1995

1. GENERAL PRINCIPLES

John Ellis Insurance shall ensure in all transactions that it:

1. Acts honestly and fairly in conducting its business activities in the best interests of its clients and the integrity of the market
2. Acts with due skill, care and diligence in the best interests of its clients and the integrity of the market
3. Has and employs effectively the resources and procedures that are necessary for the proper performance of its business activities
4. Seeks from its clients, information regarding their financial situations, investment experience and objectives as regards the services requested
5. Makes adequate disclosure of relevant material information including commissions, in its dealings with its clients
6. Makes a reasonable effort to avoid conflicts of interests and, when they cannot be avoided, ensures that its clients are fairly treated
7. Complies with the letter and spirit of all regulatory requirements applicable to the conduct of its business activities so as to promote the best interests of its clients and the integrity of the market

2. CLIENT'S BEST ADVANTAGE

2.1 John Ellis Insurance will ensure that it acts to the best advantage of its clients. Arising from this requirement John Ellis Insurance will, taking all relevant factors into account, recommend for each client the most suitable product available, regardless of whether or not we hold an appointment in writing from the relevant product producer.

2.2 In assessing whether or not John Ellis Insurance has acted as required in Requirement 2.1, the Bank will have regard to all the relevant circumstances of the transaction including:-

1. The nature of the transaction
2. The price and availability of the investment instrument where appropriate as well as the general condition of the market at the time
3. The services which John Ellis Insurance holds itself out as providing
4. All charges to be levied on the investment instrument concerned
5. The size of the order
6. The nature and extent of enquiries made by us in the market place
7. The terms of the order given by the client, including the date on which the order was placed
8. Where we use a single product producer for the execution of transactions, the criteria used in choosing that product producer.

3. SUITABILITY

3.1 John Ellis Insurance will ensure that any advice it gives to a client is suitable to the client having regard to the facts disclosed by the client, and other relevant facts about the client of which we are aware.

3.2 Before recommending a transaction to a client, we will take all reasonable steps to ensure the client understands the risks involved. We will prepare a statement of the reasons why a product is considered suitable for the client and why a transaction is considered to be in the best interests of the client. A copy of this statement will be given to the client and we will retain a copy. John Ellis Insurance will endeavour to have the client sign this statement.

4. KNOWING THE CLIENT

4.1 Before John Ellis Insurance enters into a relationship with a client, we will complete a written fact-find which details the client's financial objectives, investment experience and any other facts about the client's financial position which we reasonably believe we need to know, and ought reasonably to be expected to attempt to find out.

4.2 This requirement shall not apply where:

1. John Ellis Insurance is acting as a non-life insurance intermediary.
2. The client is an execution only client, and



1. We have not given any investment advice to the client in relation to the transaction
2. We can demonstrate that the client has been clearly warned that investment instruments can fall as well as rise in value
3. We have obtained confirmation from the client that having been so warned; he/she still wishes to proceed with the transaction on an execution-only basis.

5. CLIENT DOCUMENTATION

5.1 John Ellis Insurance shall draw up its terms of business and shall ensure that each client is given a copy prior to providing the first service covered by the Act to that client after the coming into effect of this Handbook. Such terms of business shall set out the basis on which we provide our services and shall include at least the following:

1. The name, address and other communication details of our firm
2. A copy of the firm's Statement of Authorised Status
3. A description of the services that we provide
4. A statement of the basis on which we charge for our services
5. Details of the commissions structure(s), if any, through which we are or may be remunerated
6. Our policies in relation to conflicts of interest
7. An outline of the action and remedies which we or the relevant product producer may take in the event of default by the client
8. A summary of the complaints procedure operated by John Ellis Insurance
9. Confirmation that we are a member of a compensation scheme, and the nature and level of protection available from such a scheme

5.2 Where we change our terms of business, we shall consider whether the changes materially affect any clients and notify any client so affected without delay.

5.3 Where we accepts an instruction from a client subject to any condition, we shall maintain a written record of the condition to which the instruction is subject.

5.4 Where we proposes to withdraw our services we will give adequate notice to affected clients. We will ensure that any outstanding business is properly completed.

6. COMPLAINTS

John Ellis Insurance is required to maintain a file of all written complaints received in connection with any services it provides that are covered by the Act. This file will include a record of our response(s) and other pertinent correspondence or records and the action taken to resolve each complaint.

We shall ensure that we have in place and are fully compliant with an adequate written procedure for the effective consideration and proper handling of complaints. At a minimum the procedure we will provide the following:

1. All written complaints will be acknowledged by the firm in writing within 14 days of receipt.
2. Details of all oral complaints will be recorded in writing by us;
3. The complainant shall, while John Ellis Insurances' investigation of a complaint is ongoing, receive a regular written update on the progress of the investigation at intervals of not greater than 2 months.
4. Within 7 days of the completion of the investigation of a complaint, we shall advise the complainant in writing of the outcome of the investigation and, if appropriate, explain the terms of any offer or settlement which we are prepared to make in settlement of the complain.t
5. Where it appears to us that the complainant is not satisfied with the outcome of our investigation into the complaint, we shall ensure that the complainant is notified immediately of his/her right to refer the matter to the Bank.

7. COMMUNICATING WITH CLIENTS

7.1 John Ellis Insurance will ensure that, in any communication or agreement, it does not seek to exclude or restrict any legal liability or duty of care to a client which it has under the Act, or under this Handbook.

7.2 We will not deliberately, recklessly or negligently mislead a client as to any perceived advantages or disadvantages of a contemplated transaction.

7.3 We, or any officer or employee of John Ellis Insurance, shall not exert undue pressure or undue influence on a client in order to induce the client:

1. To exercise, or refrain from exercising, any right conferred by an investment instrument
2. To enter or refrain from entering into any transaction.

UNSOLICITED CONTACT
To Existing Private Clients

7.4 A personal visit or oral communication may only be made to a private client, who is an individual, where John Ellis Insurance has either:

1. Within the previous twelve months, provided investment advice or carried out an
investment business service on behalf of the client: or
2. The individual holds an investment instrument, which requires the firm to maintain contact with the client.

7.5 A personal visit or oral communication may only be made to a potential private client, who is an individual:

1. Who within the previous six months, has signed a statement giving the firm permission to make personal visits or oral communications
2. Who has a listing in the Business Listing section of the current telephone directory, classified telephone directory or in trade/professional directories circulating in the State
3. Who is a director of a company, or a partner in a firm with an entry in one of the directories listed in (b) above
4. Where John Ellis Insurance has received a referral of the potential private client from another entity within the same group, an entity regulated by the Central Bank, a solicitor, a certified person or an existing private client.

Where John Ellis Insurance makes a personal visit or oral communication to a potential private client under 7.5(b) or (c), we will maintain a written record which illustrates that it has conducted satisfactory research in order to assess the appropriateness of calling the individual.

Where John Ellis Insurance makes a personal visit or oral communication to a potential private client under 7.5(d), we will obtain and retain on file, a signed acknowledgment from the referrer. In the exceptional circumstance that such an acknowledgment is not obtainable, a contemporaneous note of the referral must be prepared by us and retained on file.

Contacts Permitted under Requirements 7.4 or 7.5

7.6 Such permitted contacts may only be made between 9.00 a.m. and 9.00 p.m. Monday to Friday (excluding Bank Holidays) and Saturday from 9.00 a.m. to 5.00 p.m. unless otherwise requested by the existing or potential private client.

7.7 The caller must immediately and in the following order:

1. Identify himself or herself by name and the firm on whose behalf he/she is calling
2. In the case of personal visits or oral communications made under 7.5(b) or 7.5(c) disclose to the potential private client, the source of the business lead supporting the call; and in the case of 7.5(d), the source of the referral supporting the call; and
3. Establish if the existing or potential private client wishes the call to proceed; if not, the caller must end the call immediately.

7.8 John Ellis Insurance will abide by a request from an existing or potential client not to contact him/her again.

7.9 It should be noted that all relevant advertising requirements apply to calls permitted under Requirements 7.4 or 7.5 above.

8. TIMELY EXECUTION

8.1 Once John Ellis Insurance has agreed to effect a transaction for a client, we will do so as soon as reasonably practicable.

8.2 We will ensure that, once it has transmitted an instruction to a product producer, it obtains confirmation from the product producer that the relevant transaction has been processed properly and promptly.

8.3 We will record the date of both receipt and transmission of all orders for its clients, and retain this information in a readily accessible form .

9. DOCUMENTS EVIDENCING OWNERSHIP OR RIGHTS

9.1 John Ellis Insurance will ensure that a client is issued with documentary evidence of ownership of an investment instrument, and any amendments thereto, in a timely manner.

10. EXCESSIVE TRANSACTIONS

10.1 John Ellis Insurance shall not facilitate nor advise any client to carry out a transaction or a series of transactions, with a frequency or in amounts to the extent that those transactions, when taken together, might be deemed to be excessive and/or detrimental to the client's best interests. The onus of proof shall lie with us to satisfy the Bank that such transactions were appropriate at the time they were entered into.

10.2 Transactions carried out on behalf of a client shall not be considered excessive if we advises the client in writing that in our opinion the transactions are excessive but is nevertheless instructed to carry them out. In such circumstances, we shall maintain a written contemporaneous note of such instructions, which will be signed and dated by the person making the note and by a director, partner or principal of John Ellis Insurance, as appropriate.

12. DISCLOSURE OF RELEVANT MATERIAL INFORMATION

12.1 John Ellis Insurance will make adequate disclosure of relevant material information in our dealings with clients, including but not limited to, the disclosure to a client of material interests or conflicts of interests, when recommending a transaction to a client or executing a transaction for a client.

13. CLIENT TRANSACTION PRIORITY

13.1 John Ellis Insurance will deal with transactions for its clients, officers and employees and transactions for its own account, fairly and in the sequence in which they arise.

14. INDUCEMENTS

14.1 John Ellis Insurance will take reasonable steps to ensure that neither it nor any of its officers or employees offers or gives or solicits or accepts any inducement which is likely to conflict significantly with any duties of the recipient or the recipient's employer to act at all times in the best interests of clients.

15 SOFT COMMISSIONS

15.1 John Ellis Insurance will not enter into a soft commission agreement unless such agreement is in writing. John Ellis Insurance will ensure that any business transacted under a soft commission agreement does not conflict with the best interest of its clients.