Code of Business Ethics and Director, Officer & Employee Conduct

Introduction

Top Hedge Finance, including our affiliates and related entities, is committed to maintaining the highest level of public trust and confidence. Top Hedge Finance Ltd. has earned a reputation for fairness, honesty, and integrity, and considers this to be our most valuable corporate asset. We recognise that our reputation hinges on the adherence of our employees to the highest standards of ethical behaviour and professionalism in the performance of their duties, without which our history of accomplishments would not have been possible.

The Code of Business Ethics and Employee Conduct (the "Code") sets forth a summary of the common standards we have established for the Company, its managers, and employees. The Code is designed to promote the values and principles it embodies and to deter any wrongdoing. The Code is crucial in ensuring that our employees—as well as the public at large—are aware of the standards we have set for ourselves. All employees are personally responsible for compliance with the Code, and failure to comply with its provisions is grounds for disciplinary action, which may include dismissal, and referral to the relevant governmental authorities and other regulatory bodies, where appropriate. Regarding any course of conduct not specifically addressed in the Code, employees are instructed to consult their supervisors or an appropriate representative of the Legal or Compliance Departments, but ultimately, they are responsible for using good judgment and acting in a manner consistent with the spirit, principles, and values embodied in the Code.

Governing Laws & Regulations

Top Hedge Finance's objective is to provide our clients with the utmost in value and client service and to maximise their forex trading experience. Notwithstanding these objectives, the Company places legal and regulatory compliance above profits. In our business conduct, we must always be in compliance with applicable laws and regulations.

Core Ethical Values

INTEGRITY

Top Hedge Finance realises that our success is based on the Company's reputation for integrity along with the public trust and confidence this reputation has garnered. We respect the interests of our clients, honor our commitments, and are forthright in promising only what we can deliver.

HONESTY

A general requirement of any FCA registered firm is that communications with the public may not be deceptive or misleading. Top Hedge Finance believes that the imperative for truthfulness does not stem merely from the strictures of regulatory compliance; rather, it is due to our philosophy of increased investor protection that we undertake every effort to ensure that our client communications and promotional materials are truthful and complete. Accurate and complete information enables investors to make intelligent decisions and, therefore, our statements are designed not to confuse or mislead.

FAIRNESS

Top Hedge Finance is committed to treating those with whom we deal in the same manner that we expect to be treated by others. We apply this approach in a consistent, non-discriminatory manner; from our largest institutional investors to our smallest account holders.

We compete aggressively in furtherance of our overall interests, yet we do so fairly, ethically, and in a manner that fully complies with all applicable laws and regulations, as well as the values and principles embodied in this Code.

Our history of success has been achieved through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. We endeavor to deal fairly with our clients, service providers, other firms, and individual colleagues. We oppose taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

RESPONSIBILITY

Top Hedge Finance has a history of living up to the commitments and responsibilities we have toward our clients, employees, service providers, government authorities, regulators, other firms, the media, and society. To our clients, we are committed to providing our products and services in an efficient and innovative manner consistent with their needs, and we offer a trading environment that is fast, reliable, convenient, and valuable in terms of price and quality. To our employees, we offer challenging positions in a professional and collegial environment and equal opportunities for performance-based professional development. To our service providers, we seek to build mutually beneficial relationships, while promoting the Code's principles in the process. To our regulators, we strive to strictly observe and comply with all relevant laws, rules, regulations, and standards of good business practice. We do not sacrifice legal and regulatory compliance for the sake of profits; rather, we offer the authorities and regulatory bodies our cooperation and assistance toward the shared goal of investor protection. To other firms, we are committed to respectable business practices and to compete by providing superior products and services. To the media, we offer our support in providing accurate and objective coverage of our business. As a member of society at large, we offer our support to many organizations and institutions dedicated to social, charitable, educational, humanitarian, and cultural causes. We are committed to remaining a responsible, law-abiding corporate member of society.

COMPETENCE

Top Hedge Finance invests tremendous resources of time, energy, and expense into developing the superior forex products and services that have earned us widespread recognition as an industry leader in the online currency market. As a result, our trading volume is virtually unrivaled in the industry, and has enabled us to build strong execution relationships with many of the world's largest liquidity providers, which include global banks, financial institutions, and other market makers.

We value both innovation and experience in our personnel. Our executives and employees possess a wealth of experience in the foreign currency markets, and many have been involved as pioneers in online foreign exchange since the inception of the industry. We are uniquely qualified in our field.

RELIABILITY

Reliability is the hallmark of Top Hedge Finance and the products and services we offer. The Company provides a 24-hour multilingual support network that includes sales, dealing, administrative, and technical support, 5 days a week. Our goal is to give clients peace of mind in the knowledge that they can depend on us, thereby freeing them to dedicate more attention to their individual investment strategies.

Core Professional Values: Business Practices

REGULATORY COMPLIANCE

Top Hedge Finance acknowledges the importance of all relevant laws, rules, regulations, policies and standards—whether internal or external—and complies with them. We are committed to strict management discipline and a first-class control and compliance environment. As a registered FCA firm, Top Hedge Finance LTD is required to meet strict financial standards, including capital adequacy or financial resource requirements. We are also required to routinely submit financial reports to our regulators, both domestic and overseas. These standards are rigorously enforced by the FCA, which have the right to fine firms and/or terminate their regulatory status for violations.

CLIENT MONEY

Client money deposited by clients classified as Retail will be segregated with Top Hedge Finance Ltd in accordance with FCA client money rules.

DUE DILIGENCE

Top Hedge Finance conducts due diligence so that we know our clients, and conduct our transactions in accordance with all applicable laws, rules, and regulations. Top Hedge Finance has adopted a Client Identification Program, aka Know Your Client Policy, documenting our procedures to obtain, verify, and record information that accurately identifies each person who opens an account with us. All employees are required to comply with the Client Identification Program and Know Your Client policies and procedures.

COMMUNICATION

It is Top Hedge Finance's policy that the information in our communications be full, fair, accurate, timely, and understandable. This policy applies to communications with government authorities, regulators, employees, clients, and the media. All employees involved in our disclosure process (including upper-level management) are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with applicable disclosure requirements, and they are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts to others, whether within or outside the Company, including our independent auditors. Those engaged in a supervisory role over our disclosure process have an obligation to discharge their duties with diligence.

BOOKS & RECORDS

Top Hedge Finance records in a complete, accurate, and timely manner, all transactions and obligations on our client accounts. We maintain systems of internal accounting controls designed to ensure the reliability and adequacy of our client account records, and the regulatory reports they generate. We maintain records for the period required by applicable laws and regulations.

AUDITS

Top Hedge Finance is committed to an independent, robust internal and external audit process to supplement our operational processes and to help us identify and address any relevant accounting, internal accounting controls, or auditing matters. Our managers cooperate fully with our auditors to reach and implement solutions in an efficient and timely manner.

CONFIDENTIALITY

Top Hedge Finance maintains appropriate instruments to control and monitor the transfer of confidential and sensitive information within and, as far as possible, outside the Company on a need-to-know basis. We do not deliberately disclose non-public information concerning our business, our clients or our employees, unless in connection with the delivery of services to our clients, upon request of our clients, or as required to do so by law.

TRANSPARENCY

Top Hedge Finance strives to maintain an open and transparent dialogue with our clients and others, based on fairness, mutual respect, and professionalism.

RISK MANAGEMENT

Top Hedge Finance advises clients to engage in conscious, disciplined, and intelligent risk taking. For our part, we are guided by the principle of adherence to the appropriate legal and regulatory frameworks as well as the instruments, procedures, and managerial approval processes to monitor, control, and manage the risks to which we are exposed.

ANTI-MONEY LAUNDERING

Money laundering is the process by which persons or businesses attempt to conceal the origin and ownership of the proceeds of illegal activity such as fraud, theft, drug trafficking, or any other crime. Money laundering may also involve the use of legitimately derived funds to finance terrorism. Various financial products and transactions, including those related to the foreign exchange market, may be involved in money laundering schemes. Accordingly, we are aggressive in not allowing the Company to be used as a vehicle for such activity. Money laundering is a criminal offense and can subject its perpetrators and/or facilitators to substantial criminal and civil sanctions, including imprisonment and fines.

To ensure compliance with anti-money laundering laws and regulations, Vanguard Investments has implemented policies and procedures to detect, prevent and report money laundering or other suspicious activity.

CONTINUOUS IMPROVEMENT

While this Code does not create legally binding obligations on Top Hedge Finance, nor does it confer legal rights to our employees or others, we actively review our past performance and strive to adhere to the principles and values included herein.

Core Professional Values: Employment Practices

Top Hedge Finance'S COMMITMENTS TO EMPLOYEE EXCELLENCE & EQUAL OPPORTUNITY

Top Hedge Finance seeks to create and maintain a professional environment designed to attract, develop, and retain outstanding people. We offer equal opportunities, irrespective of race, national origin, ancestry, gender, sexual orientation, religion, age, physical disability, medical condition, or pregnancy. We will not tolerate any form of unlawful discrimination, harassment, retaliation, or retribution. Employees are instructed to consult the Employee Manual for our complete harassment policies and reporting procedures.

COMPETITIVE REWARD SYSTEM

Top Hedge Finance offers a performance-based culture, with a corresponding competitive reward system and periodic fair and objective evaluations that take into account personal contribution to our overall efforts, as well as adherence to the values and principles set forth in this Code. Our partners and managers maintain an open-door policy designed to give each and every employee easy access to management.

VIOLATIONS

We assess whether violations of this Code have occurred and, if so, determine whether or not disciplinary measures should be taken against the violator and others involved in the wrongdoing. Disciplinary measures may include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in compensation, termination of employment, restitution, and legal action.

We may waive application of the Code in certain limited situations. Any waivers of Code provisions may be granted only in exceptional circumstances, upon management review. An employee who believes that a waiver may be called for is instructed to discuss the matter with our General Counsel and/or Chief Compliance Officer.

Employee Responsibilities

COMPLIANCE

Each Top Hedge Finance employee is personally responsible to abide by all laws, rules, and regulations, as well as the internal policies of Top Hedge Finance, including the principles and values embodied in this Code. These responsibilities include being familiar with the laws, rules, regulations, guidelines, manuals, and emerging best business practices relevant to their duties, and implementing them to the best of their abilities.

CLIENT FOCUS

We actively seek to distinguish ourselves from other firms in the area of client service. We expect and encourage our employees to foster a client-focused approach, and to treat our clients with utmost courtesy, professionalism, and respect.

TEAMWORK

We expect our employees to embrace teamwork and to contribute their best efforts toward reaching common goals.

HONESTY

We expect our employees to act at all times in good faith, with due care, competence, credibility and diligence, and without any misrepresentation of material facts.

CONFIDENTIALITY

During the course of their service, employees may be provided access to information regarding our clients, trade practices, systems, marketing or strategic plans, fees and revenues, and other knowledge considered proprietary by Top Hedge Finance or our clients. Employees are not permitted to disclose or use, either during or subsequent to their employment with Top Hedge Finance, any such information they receive or develop, except for authorised business purposes or where legally mandated. This includes, but is not limited to, information stored on any computer system as well as proprietary software developed by Top Hedge Finance.

Any employee who possesses confidential information has an important responsibility to keep that information confidential, and to disclose such information internally only on a need-to-know basis. Employees must be discreet with confidential information and avoid communicating confidential matters in ways that are susceptible to interpretation or use by third parties.

CONFLICTS OF INTEREST

Personal conflicts of interest arise when employees face a choice between their personal interests (financial or otherwise) and those of the Company. Conflicts of interest may call into question the Company's integrity as a whole. Accordingly, an employee's service to the Company may not be subordinated to personal gain and advantage. All employees are expected to act in the Company's best interest. Any employee in a position where his or her objectivity may be questioned because of an individual interest or family or personal relationship should consult his or her supervisor or an appropriate representative of the Legal or Compliance Departments. Similarly, any employee aware of a material transaction or relationship that could reasonably be expected to give rise to a personal conflict of interest should promptly discuss the matter with a supervisor or Legal or Compliance Officer.

OUTSIDE EMPLOYMENT

Employment and participation in other activities outside the Company could interfere with an individual's duties as an Top Hedge Finance employee. Service by any employee as a director, trustee, or officer (paid, unpaid, elected, appointed, or otherwise) of any business other than Top Hedge Finance requires written approval from the Legal or Compliance Departments. Unless given specific permission, service by any employee on a board or in an advisory position with other firms in the foreign currency industry, and particularly with any of our clients, is not allowed.

INSIDER TRADING

All directors, officers and employees are prohibited from:

• buying or selling Global Brokerage, Inc. ("GLBR") securities at any time when in possession of material, non-public information (including transactions in securities held through employee benefits plans, such as 401 (k) plans);
• buying or selling securities of any other company at any other time when in possession of material, non-public information obtained as a result of the employment or relationship of the director, executive officer or employee of the Company;
• disclosing material, non-public information to any other person, including spouses, relatives, friends, co-habitants or business associates, who then trades in securities or passes the information on further ("tipping") or starting rumors related to material, non-public information;
• engaging in short-term investment activities or "day-trading" of GLBR's securities;
• engaging in "short-selling" of GLBR's securities (i.e. selling GLBR's securities that such person does not own and borrowing such securities to make delivery);
• buying or selling puts, calls, options or similar company-based derivative securities, including for hedging purposes.

Generally, information is "non-public" if it has not been effectively made available to investors generally, and information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security or where it is likely to have a significant effect on the market price of the security. Both positive and negative information may be material. While it is not possible to compile an exhaustive list, information concerning any of the following items will likely be considered material:

• quarterly or annual results;
• guidance on earrings estimates and confirming such guidance on a later date;
• mergers, acquisitions, tender offers, joint ventures, or changes in assets;
• new products or discoveries;
• developments regarding customers or suppliers, including the acquisition or loss of an important contract;
• changes in control or in management;
• changes in compensation policy;
• change in independent registered public accounting firm or notification that the Company may no longer rely on such firm's report;
• change in independent registered public accounting firm or notification that the Company may no longer rely on such firm's report;
• financings and other events regarding the Company's securities (e.g. defaults on securities, calls of securities for redemption, repurchase plans, stock splits, public or private sales of securities, changes in dividends and changes to the rights of security holders);
• significant write-offs;
• significant litigation;
• bankruptcy, corporate restructuring or receivership.

The term "securities" should be broadly construed and shall include , but not be limited to, stock, preferred stock, debt securities, such as bonds, notes and debentures, as well as puts, calls, options and other derivative instruments.

The rules above apply to all directors, officers and employees, regardless of whether they are located in the U.K, or abroad. Violation of these rules may expose Vanguard Investments and the director, officer and employee to criminal and civil sanctions. In addition, directors, officers and employees who involve themselves in the prohibited transactions listed above are subject to immediate termination. It should be noted that persons subject to the Code may not violated the rules above even indirectly. Accordingly, you should assume that your family members may not take any actions which are prohibited from taking.

The Top Hedge Finance group of companies (collectively, the "Top Hedge Finance Group") has adopted a securities trading policy entitled "Policies and Procedures for Trading in Securities of the Global Brokerage, Inc. by Directors, Executive Officers and Access Employees". Each director, executive officer and Access Employee (as defined in such policies and procedures) should read such policies and procedures in their entirety and refer back to them periodically for additional guidance.

If you have any doubts as to the propriety of any transaction, you should seek advice from the General Counsel's office before undertaking the sale or purchase of any GLBR or other securities.

HONESTY & FAIR DEALING

We expect our employees to act at all times in good faith, with due care, competence, credibility and diligence, and without any misrepresentation of material facts.

Each employee shall endeavor to deal with the Company's customers, competitors, suppliers and employees. No employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice.

No bribes, kick back or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favourable actions well as potential civil or criminal liability for violation of the code.

Top Hedge Finance OPPORTUNITIES

It is the Company's policy that directors, officers and employees may not (i) take opportunities for themselves that are discovered through the use of Company property, information or position or (ii) use Company property, information or position for personal gain. Furthermore, employees may not compete with the company, directly or indirectly. Employees have a duty to the Company to advance its legitimate interest when the opportunity to do so arises.

PROTECTION AND PROPER USE OF Top Hedge Finance ASSETS

Theft, carelessness and waste have a direct impact on the Company's profitability. Employees have a duty to safeguard Company assets and ensure their efficient use. Company assets should be used only for legitimate business purposes, and directors, officers and employees should take measures to ensure against their theft, damage or misuse.

Company assets include intellectual property such as patents, copyrights, trademarks/branding, business and marketing plans, salary information and any unpublished financial data and reports. Unauthorised use or distribution of this information is a violation of Company policy.

QUESTIONS REGARDING THE CODE AND REPORTING VIOLATIONS

Employees are encouraged to talk to their supervisors when in doubt about the best course of action in a particular situation. Any questions regarding the Code and its applicability may be directed to your supervisor or the Legal or Compliance Departments.
We encourage reporting of violations of laws, rules, regulations or the Code to be done directly to relevant supervisors and appropriate representatives of the Legal and Compliance Departments or, where appropriate, directly to higher levels of management. Reports by officers and employees may be made on a confidential, anonymous basis. In case of violations by directors, senior employees and officers, such reports should be made to an appropriate representative of the Legal or Compliance Departments.

Under Top Hedge Finance's Whistleblower Policy, any employee may also report openly, confidentially or anonymously concerns relating to Top Hedge Finance that they believe are (i) in the public interest and (ii) show past, present or likely future wrongdoing relating to:

• criminal offences, e.g. fraud
• the company is breaking the law, e.g. doesn't have the right insurance
• endangering of someone's health and safety
• risk or actual damage to the environment
• failure of justice
• covering up wrongdoing in the above categories