We at Starwood Capital Group (the _Company_) are focused on the best requirements of business conduct within connections together, with businesses with which we do business along with our investor yet others. This requires we conduct our company according to all appropriate laws and regulations plus in conformity aided by the highest standards of business ethics.
We now have followed a conformity Manual (the _Manual_) to greatly help each of us inside undertaking. Reprinted herein tend to be excerpts from the Manual which illustrate might maxims and key policies and processes that regulate the conduct of your company (the _Code_). The entire guide covers more than just our rule of conduct and conflicts interesting policies and applies to all officials, supervisors, handling administrators, people and staff members of Starwood, and various other people (e.g., independent contractors which establish plan for Starwood or pursuant to whoever guidance Starwood is guided specifically regions of procedure) so designated because of the Chief Compliance Officer (_CCO_) or one of several Company_s Co-General Counsels (collectively _Advisory Representatives_). A copy associated with the full guide is created accessible to our investors upon request.
The objective of this Code is deter wrongdoing and also to market:
truthful and moral conduct, like the ethical control of actual or evident conflicts interesting between individual and expert interactions,
full, reasonable, precise, appropriate and understandable disclosure within regulatory reporting and other public communications,
compliance with applicable laws and regulations, foibles,
prompt interior reporting of violations for the rule to appropriate individuals identified into the code and
responsibility for adherence on code.
Our company is determined by the standard of the Company_s reputation and in turn on all of us showing integrity and engage just in principled business conduct. Hence, in many instances, the guidelines referenced in this Code exceed certain requirements of the legislation.
Criteria of Conduct. Central to this Code could be the concept that Starwood as well as its Advisory Representatives owe fiduciary tasks to Starwood_s advisory clients. These duties are manufactured by fundamental maxims of securities legislation and also the relationship of trust presumed amongst the organization and its particular advisory clients. As fiduciaries, Advisory Representatives must perform by themselves with honesty and integrity, bearing in mind that their conduct reflects on the Company_s reputation. Advisory Representatives must refrain from any task that locations or generally seems to spot their particular interests prior to the passions for the Company_s consultative customers. Advisory Representatives must observe ethical standards of sincerity and stability and conform to the Advisers Act, along with other conditions for the federal securities rules related to their particular conduct additionally the Company_s company.
Listed here are fundamental standards of conduct that each Advisory Representative is anticipated to satisfy:
Advisory Representatives tend to be expect you'll work with honest and integrity, and must treat consumers in a good and fair fashion.
Information received throughout an Advisory Representative_s tasks for Starwood, that will be maybe not usually generally offered to the general public, is proprietary and strictly private. Advisory Representatives may well not use, due to their individual gain, any information acquired from their particular position with Starwood.
No Advisory Representative shall
misuse material, non-public information (see guidelines on Insider Trading Below);
use any product, system or artifice to defraud present or possible advisory clients of Starwood;
make any false statement of a material reality to an ongoing or possible consultative client of Starwood or omit to state to these types of customer a product fact required to make the statements manufactured in light regarding the conditions under that they are made, perhaps not misleading;
participate in any work, training, or length of business which works or would function as a fraudulence or deceit upon current or possible consultative consumers of Starwood; or
practice any manipulative rehearse with regards to the clients or potential clients of Starwood.
No Advisory Representative may knowingly offer for its own account any real-estate asset (including however limited to an interest in a REIT or comparable genuine estate-related security) to an advisory customer of Starwood or knowingly purchase or elsewhere acquire any property asset (including however limited by a pursuit in a REIT or comparable genuine estate-related security) from a consultative client of Starwood without first getting the written approval associated with the Co-General advice additionally the informed, written consent of client. (See part E.6 below to find out more about main transactions.)
No Advisory Representative may behave as securities broker for payment relating to purchase or purchase of an actual estate asset (including but not limited by a pursuit in a REIT or similar real estate-related protection) to or from a consultative client, without first acquiring the written endorsement associated with Co-General Counsel together with informed, written permission for the customer. Likewise, no Advisory Representative may act as broker this kind of a transaction in the event that Advisory Representative suggested the transaction to both buyer and the seller without very first obtaining the written endorsement regarding the Co-General advice while the informed, written permission of both the customer and seller. (See Section E.6 below for more information about agency-cross and similar transactions.)
Advisory Representative must avoid tasks, interactions and interest that induce an appearance of impropriety.
Staff members must stay away from doing any form of conduct that produces an actual conflict of interests, or produces the appearance of a dispute of great interest, with litigant. Any questions concerning conflicts must be directed towards the CCO and/or Co-General Counsel immediately. See Conflicts of Interest in Section E.6 below.
No Advisory Representative )or Immediate Family Member shall get a Control interest or any other Control involvement in a business with which Starwood or an affiliate does business unless usually authorized ahead of time because of the Co-General Counsel.
No Advisory Representative may acquire or get rid of any interest in, or else practice any deal concerning, the sort of real residential property which may be acquired when it comes to Company_s advisory consumers.
Insider Trading. You are forbidden by business policy and by legislation from selling or buying publicly exchanged securities for purpose at the same time whenever you are in control of _material nonpublic information._ (there is certainly, however, a very limited exemption for positions made pursuant to a preexisting, pre-approved trading program adopted pursuant to Rule 10b5-1 beneath the Securities Exchange Act of 1934, as amended). This conduct is recognized as _insider trading_. Passing these types of info on to an individual who may purchase or sell securities _ called _tipping_ _ normally illegal. Information is considered _material_ if a reasonable investor would consider it important in coming to a determination purchasing, sell or hold securities. When you have any concern about whether a certain deal may represent insider trading, you really need to check with Company_s plan On Insider Trading which has been provided to you and, before trading, check with the Company_s General Counsel.