Compliance with Code of Conduct

1. Compliance with Code of Conduct

2. To create awareness of Code of Conduct to Employees • Compliance with Code of Conduct • Compliance with various guidelines: • Conflict of Interest Policy • Anti-bribery, Anti-corruption Gifts & entertainment • Investment/Trading in Securities by Employees Objective

3. Our Company Code of Conduct sets out the basic ethical standards that are required across the Company. All employees and other persons acting on behalf of the Company are expected to Comply with this Code of Conduct and adhere on an ongoing basis. We expect a high level of ethical conduct from all employees to uphold our reputation, for acting responsibly and with integrity, respecting the laws and regulations, traditions, cultures and internationally accepted standards of responsible business conduct.

4. Standards of Conduct • Dealings • Privacy & Confidentiality • Conflicts of Interest • Protecting Company’s Assets • Workplace Responsibilities • Know Your Customer / Anti Money Laundering • Accuracy of Company Records & Reporting • Anti-bribery, Gifts & Hospitality • Guidelines for Investment/Trading in Securities 4

5. The Code of Conduct and Business Ethics (the Code) is designed to provide all its employees and officers guidance to perform their activities in accordance with the applicable laws and regulations; • The Company expects all its employees and officers to act in accordance with high professional and ethical standard; • The Code sets out the standards of conduct for activities and dealings to be performed on a daily basis; • Business Heads must be able to demonstrate that procedures are in place to ensure compliance under the Code. What is the Code of Conduct?

6. Do’s under the Code: • Any market related news received either in your official mail/personal mail/blog or in any other manner, should be forwarded only after the same has been seen and pre approved by the Compliance Officer; • Comply with all applicable laws, rules and regulations in every country in which we operate. • Comply with conflict of interest, anti-money laundering, anti-bribery, personal securities transaction at all times • Provide full and accurate information in the reports that the Company is required to publish • Protect the trade secrets, patents, trademarks, customer information Compliance With Code

7. Don'ts under the Code: • Any kind of information which is not believed to be true, which is not received from appropriate source or the Company itself, which the company has not confirmed. • Not to encourage or circulate rumours or unverified information obtained from any source. • Not to discuss unverified information or market rumours on blogs/chats/public forums. • Not to circulate such information by official or personal mails. Compliance With Code

8. Dealings • Engage in honest and ethical conduct and maintain effective procedures to prevent confidential information being misused. • Treat all Customers fairly, openly and honestly and provide high standards of service and maintain confidentiality of customer information. • Maintain the highest possible standards of integrity in business relationships with suppliers. • Maintain a constructive and open relationship while dealing with government and regulators. • Do not willfully encourage or spread rumors, unverified, false or misleading information. 8

9. Privacy & Confidentiality • You must always protect the confidentiality of proprietary and confidential information you obtain or create in connection with your activities for the Company. • Comply with local data protection and privacy laws that affect the collection, use and transfer of personal, customer, distributor or any other information. • Properly control access to your work areas and computers. • Do not discuss sensitive matters or confidential information in public places. • Do not Violate the IT Security Policy applicable to your Company. 9

10. Protecting Company’s Assets Protecting the Company’s assets against loss, theft or other misuse is the responsibility of every Personnel. Any suspected loss; misuse or theft should be reported to your Manager or the Chief Financial Officer. You must not: • Copy, sell, use or distribute information, software and other forms of intellectual property in violation of licenses. • Offer advantages to influence public servants and bribes in relation to public contracts, tenders and auctions. • Misappropriate Company asset as it is a breach of your duty and may constitute an act of fraud against Company. • Use official resources in another business in which you, a friend or family member is involved. 10

11. Workplace Responsibilities • Although it is common to gather information about the general marketplace, including Competitors products and services, the Company wants to compete fairly. • As a fair employment practice, you shall not directly or indirectly solicit or attempt to induce any personnel to leave their current employment with the Company and join the service of any competitor. • The Company has a Gender Neutral Policy. Do not discriminate, harass or offend anybody by whatever means, be it sexual or otherwise. • You should ensure that your workplace is healthy and productive and free from drugs, discrimination and harassment and intimidation. 11

12. Workplace Responsibilities • Vendor selection and hiring decisions must be made in best interest of the Company. Your personal relationship with contractors, suppliers and vendors should be disclosed to your Manager at the time of entering into the transaction. • No Person, officer or director may use corporate property, information or position for personal gain. • All employees have to to comply with Company policies, procedures, rules and working practices. • All employee have to comply with existing regulatory rules and regulations of the relevant statutory authorities. 12

13. Accuracy of Company Records and Reporting • You must ensure that records, data and information owned, collected, used and managed by you for Company are accurate and complete. • The Company has a responsibility to communicate effectively with shareholders. You must, therefore, never make inaccurate or misleading reports, certificates, claims or statements to government / regulatory authorities. • A Person who knowingly violates the internal policies and guidelines shall be subject to disciplinary action, including demotion or dismissal. • In case of any doubts please clarify, so as to avoid pleading ignorance by overstepping on some protocols. 13

14. Do’s & Don’ts of Professional Conduct Do’s • Report to your supervisor/HR/compliance, concerns and suspected violations of the Code, internal policies, external legal and regulatory requirements etc. • Encourage and practice whistle blowing, so as to avoid any doubts later as to an offence being committed with your knowledge. • Publicity material / advertisement material / brochure approved by corporate office only to be given to investors. No confirmations on returns / performance of schemes to be given to investors on their own. 14

15. Do’s & Don’ts of Professional Conduct Do’s • Filled in transactions to be time stamped immediately on receipt. Blank signed transaction slips not to be accepted. • Any corrections in critical details of application / transaction slip to be countersigned by investor. • Any suspicious transactions to be reported immediately to the Internal Audit Team. • Disclose to the Company all matters which could reasonably be expected to impair your ability to render unbiased and objective judgment /advice. • Immediately disclose, if any of the family members are holding any ARN code and / or engaged in distribution activity. 15

16. Do’s & Don’ts of Professional Conduct Do not.. • Knowingly withhold information that raises ethical questions and bring such issues to the attention of senior management or ensure reporting as per the applicable Whistle Blower Policy. • Destroy records that are potentially relevant to a violation of law or any litigation or any pending, threatened or foreseeable government investigation or proceeding. • Enter into a pact with distributors / investors for sharing of brokerage / commission / any other payment. • Engage in any kind of distribution activities. • Hold any ARN code. 16

17. Key Irregularities While the Company believes that the personnel should follow the COC, in an unfortunate incident or act of breach, corrective and deterrent action becomes avoidable. Based on the intent, seriousness and circumstances of such non-compliance the breaches are broadly classified into 4 categories : • Habitual irregularities • Gross/serious violations • Fraudulent Irregularities • Irregularities in High Risk Areas 17

18. Key Irregularities Habitual irregularities – Repeated negligence in performing duties, depending on the gravity and consequences. Eg - irregular attendance, negligence in preserving documents, not following dress code, negative attitude, use of foul or abusive language, incident/ discourteous behaviour etc. Gross/serious violations –Any act which is in breach of the Code, internal policies/procedures and which may cause financial loss or reputation risk to the Company Eg – failing to comply with Company policies, procedures, rules and working practices, engaging in any other trade/ business/employment, accepting gifts, violation of security policy, involvement in harassment including sexual or racial harassment, disrupting/slowing down work etc. 18

19. Key Irregularities Fraudulent Irregularities – Any act with a fraudulent or malafide intention irrespective of whether there was any financial loss or loss of reputation of the Company Eg – suppressing or misrepresentation of facts, theft, dishonesty, failure of due diligence, corruption, misuse of office etc. Irregularities in High Risk Area - Any act which may not be apparently with fraudulent intention but are considered as High Risk area irrespective of any financial loss or loss to the reputation. Eg – failure to act inspite of having knowledge of wrong things being practiced, not taking corrective steps, escalating such matters to higher authorities etc. 19

20. Prevention of Sexual Harassment at Workplace The Company has formulated its policy on sexual harassment at workplace based on the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013) We seek to ensure that both genders have equal opportunities and no preferential or discriminatory treatment is meted out to anyone on grounds of gender and no woman shall be subject to sexual harassment at workplace. Sexual harassment is a serious offence that can destroy human dignity and violates the right to gender equality, the right to ‘life and liberty’, and the fundamental right ‘to practice any profession or to carry out any occupation, trade, or business.’ It is an act of misconduct in employment. In case of harassment an aggrieved woman can raise a written complaint to the Internal Complaints Committee. ( refer policy on intranet for details) 20

21. Compliance with the Code • Failure to comply with the Code of Conduct may lead to disciplinary action and where breaches of the law take place may lead to criminal proceedings against the individuals concerned. • In order to avoid conflicts of interests any material transaction or relationship that reasonably could be expected to give rise to such a conflict should be informed to the Head - HR and Head – Compliance &Legal. 21

22. Compliances with Policies Conflict of Interest

23. Compliance With Policies Conflict of Interest • Conflict of interest can occur if business practices sacrifice interests of one set of customers in favour of another or place business interests ahead of customers. • In case there is any situation which gives rise to conflict of interest, one should handle the same as per the conflict of interest policy • On an annual basis, provide confirmation/disclosure to HR that no material interest or any other conflicting interest is held by you • If you are in a conflict of interest position you must EITHER get out of the situation OR, if that’s not possible, make your private interest known to all other affected parties.

24. Compliance With Policies Examples of situations that could involve conflicts of interest: • Undertaking personal securities transactions that may lead to front running. • You or your family member or close personal friends have a direct/indirect financial interest in a supplier of goods or services to the Company. • Being a member of the advisory committee, charity board or Company that is directly or indirectly related to the business of the Company. • Accepting or offering over generous gifts and hospitality. • Acting as a broker for the benefit of a third party in transactions involving the Company or its interests • Competing with the Company for the purchase or sale of property, products, services or other interests. • Employee or his/her family members have financial interest in supplier of goods or working in any capacity with the competitor, supplier or customer while employed with the Company.

25. Compliance With Policies Examples of situations that could involve conflicts of interest: Contd. • Do not act as a Distributor, not to hold ARN, not to accept any gifts, in kind or otherwise in consideration of recommending customers to a distributor. • Being a Director on the Board of any Company or working with a professional organisation outside the Company .

26. Compliance With Policies List of Do’s: • Act in the best interest of the Company and its customers and handle activities, interests or relationships in a sensible manner; • Handle conflict of interest as per applicable Conflict of Interest Policy; • Consult with HR team in case of any queries; • Submit an annual statement of Conflict of Interest to the HR department. List of Don’ts • Do not act as a Distributor, not to hold ARN, not to accept any gifts, in kind or otherwise in consideration of recommending customers to a distributor; • Do not use the Company name, facilities or relationships for personal benefits.

27. Compliances with Policies Anti-Bribery, Anti-Corruption Gifts and Entertainment

28. What is Bribery? Bribery is offering, soliciting for or accepting any gift that could influence a decision to gain an advantage. Bribery is not: • Normal and appropriate hospitality • Giving a token ceremonial gift at a religious festival or other special time; • Offering resources to help someone make a decision more efficiently–provided that they are supplied only for that purpose. • The Company has zero tolerance approach towards Bribery & Corruption. If you accept or offer a bribe, you face disciplinary action, which may lead to dismissal. 28

29. Compliance With Policies Giving or accepting over-generous invitations and gifts may compromise our reputation for fair dealing. You may accept (or give): • Minor gifts of token value, such as diaries, calendars or promotional material; • Customary gifts given during festive occasions, with modest value 29

30. Gifts and Entertainment  You must not: • Offer bribes to any person or Company or government agency for the purpose of obtaining or retaining business; • Offer advantages to influence public servants and bribes in relation to public contracts, tenders and auctions. If in doubt, or if any gifts or entertainment fall outside the usual business relationship, these must be approved by your manager. 30

31. Gifts and Entertainment You must not accept or give: • Cash or cash convertible gifts such as gift vouchers • Goods or services supplied on non-commercial terms • Extravagant lunches or dinners. Ask your manager if you’re unsure about what’s acceptable • Holidays • You must not accept or give Gift or entertainment above Rs. 8000 in value • If you accept please surrender to HR • Send email to giftregister@icicipruamc.com 31

32. Expectations of the Policy We all have a responsibility to prevent bribery. You should report any suspicions to your manager or Head – HR or Head – Legal & Compliance. (Complete confidentiality will be maintained in such matters 32

33. Compliances with Policies Anti Money Laundering & Combating of Financing of Terrorism

34. What is Money Laundering ? Money Laundering is the process by which illegal funds and assets are converted into legitimate funds and assets. It’s a three-stage process Placement: Illegal funds or assets are first brought into the financial system Layering: Use of multiple accounts, banks, intermediaries, corporations, trusts, countries to disguise the origin. Integration: Laundered funds are made available as apparently legitimate funds. 34

35. Associated Risk Failure to prevent and timely report ML activities to the law enforcement agencies may expose the following risk to organization : Reputation Risk • The potential that adverse publicity regarding any Financial Institution’s business practices, will cause a loss of confidence in the integrity of the institution among investors . Operational Risk • The risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. Legal Risk • Financial Institutions can suffer fines, criminal liabilities and special penalties imposed by supervisors. Compliance Risk • Risk of loss due to failure of compliance with the key regulations governing the industry. 35

36. Suspicious Transactions Suspicious transaction means a transaction that appears to have no economic rationale or bonafide purpose. The below stated circumstances may be deemed as suspicious : • Multiple Folios • Use of multiple bank accounts • Multiple joint holders • Short redemption in loss changing the bank account • Failed KYC instances • Multiple purchase transactions in the same scheme on the same day • Investment in the name of multiple minors • Sudden surge in inflow or increased activity in dormant folio 36

37. Role and responsibilities of Employees • Ensure that the customers are properly identified (sufficient KYC documentation). • Background check of new customer to the extent of locally known information. • Example: Mr. X is a new investor and opened folio two days back. Employee recalls the news published in local news paper last month about raid of Income Tax officials at the residence of Mr. X. • Maintain a list of suspects/criminals/unwanted elements of your city. • Awareness and training of distributors on Prevention of Money Laundering. 37

38. Enhanced Due Diligence Following category of clients may be considered posing high risk of money laundering and require enhanced due diligence: • Non Resident Individuals • Trusts/Non Government Organizations • Companies with close family share holdings • Politically Exposed persons (PEPs) • Companies dealing in foreign exchange offerings • Clients in High risk jurisdictions as per FATF • Clients with dubious reputations 38

39. Local Initiatives by the Employees Below stated exercise would help to prevent the company to safeguard from money laundering • Check investments of clients with dubious reputations in your city. • Understand the source of funds from investors like Students/Housewife, if huge investments are received from such investors. • Identify the distributors whose most of the clients are NRIs and PEPs and monitor and report any noted unusual activity during the course of business relationship. • Understand profile of the investors directly or through distributors without disclosing the purpose. • For small local companies - understand the business or natural persons with a controlling interest and the natural persons who comprise the mind and management of company. • For trusts - identify the settlor, the trustee or person exercising effective control over the trust, and the beneficiaries. • During review of suspicious transactions provide true and relevant feedback for investors to Compliance Team. 39

40. Personal Securities Transactions Compliances with Policies 40

41. CoveredIndividuals and Transaction • Employees, either individually or jointly, • Employees’ spouse and/or dependent children and • Transactions as a member of HUF. Securities covered: • Shares (listed/unlisted) • Debentures, bonds, warrants and derivatives • Units of mutual fund schemes –excluding liquid/money market and flexible income plan 41

42. Process and System • Compliance E – Dealing (Velox) • Report your all transactions within 7 days. • Transactions include purchase/additional purchase/redemption, sell, maturity and switches. • Minimum holding period 30 days. • No requirement to report your dealings in Liquid Fund and money market fund. • However, the requirement (of holding period of 30 days) does not apply to investments in liquid/money market and flexible income plan. But reporting is must for holdings in Flexible Income Plan. • If you are an access person (as communicated by Team Compliance), then any transaction in equity shares, debentures and derivatives requires can not be executed without prior approval of Team Compliance. • Periodically reconcile your holdings as reported in Compliance E dealing and as per the statement of account. • Non adherence to any of the above, would result in non compliance with Code of Conduct and / or SEBI Regulations. Accordingly, this may result in disciplinary action. 42