Policies and Procedures**1.0.****Introduction****1.1****EOS Insists On the Highest Ethical and Professional Standards.**As an EOS officer or employee (defined herein collectively and used interchangeably, “officer”or “employee”), you are expected to adhere to all applicable laws, rules and regulations and thisCode of Conduct (the “Code”). Bear in mind that the Code is a principles-based documents that doesnot — and cannot — anticipate every possible situation. This means that you must adhere, notsimply to the letter of the Code and other policies and procedures, but also to the spirit thatunderlies them.The Code is intended to convey important information to all employees. However, it does not createany new standards under the law, nor does it create a contract or employment rights, or make anypromises or guarantees.This Code is dated August 10, 2010, and will be periodically updated in the future as necessitatedby business development.**1.2****The Code of Conduct Applies To All Employees.**The Code applies to all employees of EOS (“EOS”).**1.3****Review and Understand what the Code and Other Applicable Policies andProcedures mean.**As an EOS employee, you are responsible for reading the Code, as well as other applicablepolicies and procedures, and making sure that you understand them. This means you have tothink about what you have read, think about how it applies to you, and seek guidance fromknowledgeable colleagues and advisers when you do not understand what a principle, policy, orprocedure means, or how it applies in a given situation.**1.4****EOS’ Response to Violations of Its Policies or Applicable Laws orRegulations.**EOS treats violations of this Code, applicable Aurora Bank policies, procedures, laws orregulations, as very serious matters. If EOS reasonably believes that you have violated laws,regulations, or internal policies, you could be placed on administrative leave pendinginvestigation. Should it be determined that you failed to observe applicable policies, procedures,laws, or regulations, or to cooperate with EOS in investigating and addressing any violations, youmay be subject to suspension, termination of employment, and/or other disciplinary actions.Moreover, EOS may report violations of laws or regulations to appropriate regulatory or lawenforcement agencies.
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Policies and ProceduresIn addition to measures taken by EOS, you may be subject to disciplinary or legal action byregulatory authorities or others allegedly aggrieved by your conduct.**1.5****You Are Responsible For Reporting Violations.**As an EOS officer or employee, you are required to inform appropriate EOS personnel wheneveryou have reason to suspect that there has been, or will be, a violation of applicable law,regulation, or EOS policies or procedures. This is true whether you believe that you yourself mayhave committed a violation, or that someone else has done so — for example, another employee, aclient, a third party vendor, or a counterparty. Unless otherwise stated, you are to reportsuspected violations to EOS’ Audit Committee.You do not have to be absolutely certain that a violation has occurred or is about to occur, orthat you know who is involved, before you should report it. You should report suspected violationsif you have a reasonable suspicion or a concern. It is essential that EOS learn of possibleviolations promptly, so that it may investigate them, stop (or even avoid) them, and take steps toavoid them in the future. If you fail to report known violations, as described above, EOS may findthat you, too, are guilty of violating the Code.**1.6****EOS Will Not Tolerate Obstruction of Justice or Perjury.**EOS is committed to dealing with government and regulatory organizations in an honest andforthright manner. Employees are not permitted to obstruct, delay or prevent any person fromcommunicating with any criminal investigator regarding a criminal violation. Similarly, no employeemay interfere with a regulatory investigation. Anyone found to have withheld or destroyedrequested information or records, or to have knowingly made a material misstatement to a governmentor regulatory agent, or in any legal or regulatory proceeding, will face severe consequencesincluding, but not limited to, termination of employment and possible notification to appropriateauthorities.**2.0****Conflicts of Interest****2.1****Avoid and Disclose Conflicts of Interest.**A “conflict of interest” may occur any time an employee is in a position to provideinformation, direct business, or make other business decisions affecting a third party which maybenefit the third party and also benefit the employee. Conflicts of interest may occur in thenormal course of doing your job, and they may not always harm EOS. However, they must berecognized and handled appropriately. Improper handling of conflicts of interest can damage bothyour reputation and EOS’ reputation. In some cases they can also result in litigation and/ordisciplinary action.
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Policies and Procedures***2.1.1 Employee vs. EOS***You must avoid, to the extent reasonably possible, any conduct that may create a conflict betweenyour personal interests and those of EOS. For example, you may never take on employment or evennon-profit work which would place you in competition with, or adverse to, EOS. If a conflictcannot be avoided, or if you are not clear about whether a conflict exists, you should consult withthe General Counsel of Aurora Bank or other appropriate legal personnel, as applicable.***2.1.2 General Principles Applicable to Managing All Types of Conflicts***Where a conflict of interest is inherent or unavoidable, a transaction or relationship may proceedonly if: **•** Applicable regulations permit, or do not prohibit it;  **•** All appropriate parties within EOS are informed of the conflict;  **•** Applicable legal or compliance personnel have approved the transaction or relationship;  **•** Sound business judgment indicates that the transaction or relationship should proceed;  **•** The conflict is mitigated to the extent reasonably possible and in accordance with anyconditions set by management or the legal or compliance personnel.  **•** The conflict is disclosed to the client or other affected party.**2.2****Gifts, Entertainment and Favors Must Never Create, or Appear to Create,Conflicts of Interest.**All EOS employees, wherever located, are prohibited from providing or accepting business giftsor entertainment that might result in the appearance of a conflict of interest.Accepting gifts or entertainment from clients, prospective customers, employees or agents ofcustomers, outside vendors, suppliers, consultants, and other persons or entities with whom EOSdoes business may create actual or apparent conflicts of interest. EOS does not prohibit you fromaccepting all business-related gifts or entertainment. However you may not accept any gift orentertainment that is significant in value, or that might appear to impair, your ethics, loyalty toEOS, or ability to exercise sound judgment. You may not solicit gifts or entertainment. In noinstance is it acceptable for a EOS employee to accept a gift or compensation of any kind or in anyamount for performing his or her duties as an employee of EOS, or for awarding business to a thirdparty. Accepting a gift or compensation from anyone (including other employees) in exchange forperforming one’s duties will result in disciplinary action, up to and including termination ofemployment. For example, you may not accept a gift of any type which is given as the result ofsending business to a particular service provider, or for approving or closing a transaction.EOS employees who have relationships with vendors or prospective vendors may accept a dinner, lunchor other entertainment/event invitation from vendor or prospective vendor, so long as vendorpersonnel will be present, there will be the opportunity to discuss business, and the overall costof the entertainment is reasonable. Such entertainment may not under any circumstances be thebasis for favorable treatment for the vendor. Further, employees shouldexercise good judgment when accepting vendor invitations to ensure that they do not create even theappearance of any impropriety.
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Policies and Procedures**2.3****Outside Affiliations, Employment or Activities Must Never Create Actual orApparent Conflicts of Interest.**Certain types of outside affiliations or other activities may pose a conflict of interest orregulatory concern to EOS. Therefore, EOS prohibits certain activities, and requires you todisclose your outside activities to EOS in writing so that responsible personnel may assess thecompatibility of the outside affiliation or activity with your role at EOS.***2.3.1 You Must Disclose Your Own Material Outside Affiliations****.*  You must disclose material outside affiliations to EOS in writing. “Outside affiliations” includesorganizations in which you serve as an employee, director, officer, partner or trustee of a publicor private organization or company other than EOS (paid or unpaid), including joint ventures,portfolio investment companies, non-profit, charitable, civic or educational organizations. Theserelationships may or may not be related to your employment with EOS.  Generally speaking, you do not have to disclose affiliations which involve little or no personalresponsibility or exposure on your part and have minimal potential for adversely affecting EOS’image or creating conflicts of interest. For example, rank-and-file membership in a professionalorganization need not be disclosed. However, you would have to report serving on the board of suchan organization.  You should also disclose affiliations of any family members whose affiliation with a company ororganization may result in a conflict of interest between you and EOS or you and a client of EOS.For example, if your family member takes a position where they will benefit from decisions made byyou regarding service contracts with EOS, that relationship should be disclosed.If an outside affiliation or activity is approved, EOS expects that you will bring the samestandards of excellence to these affiliations as you bring to your performance in your role withEOS, with neither unduly interfering with the other. EOS reserves the right to impose conditionsupon its approval of outside activities. You must adhere to any such conditions.**3.0****Safeguarding Property****3.1****Do Not Misappropriate Property of EOS or a Customer.**EOS must be able to trust its employees implicitly. Hence, there can be absolutely notolerance for employees taking, using, stealing, borrowing, commingling, or misappropriating theproperty of EOS or any Customer for your own use or the use of another.
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Policies and ProceduresYou are not permitted to remove, sell, convey or dispose of any record, voucher, money or thing ofvalue belonging to EOS without EOS’ consent. Moreover, you may not destroy EOS property withoutpermission.**3.2****Safeguard Confidential Information.**During the course of your employment, you may acquire, contribute, develop or otherwise becomeaware of confidential information regarding EOS or information received by EOS in confidence fromothers. This would include information relating to EOS’ customers and employees, trade practices,systems, marketing or strategic plans, fees and revenues. It would also encompass informationregarding EOS’ or its customers’ knowledge base or operations, including, without limitation,business processes, methods, compositions, improvements, inventions and discoveries. You musttreat such information as confidential, regardless of the form in which it is maintained or stored,and you may not use or disclose it except as required in the performance of your duties for EOS.Any employee who possesses or has access to confidential information, including, withoutlimitation, sensitive customer information (for example, name, address, social security number,driver’s license number, financial account number) has an important responsibility to keep thatinformation confidential within EOS. You may divulge confidential information internally only on a“need to know” basis. Furthermore, you may not discuss confidential information with family,relatives, or business or social acquaintances.No correspondence or literature designated “For Internal Use Only” or any inter-office memoranda,wires, e-mail messages or other communications may be given or shown to any individual notassociated with EOS. Information available through any of EOS’ information delivery systems (suchas sensitive customer information, customer account information etc.) for use by employees in theconduct of EOS’ business may not be shown or distributed to any individual not associated with EOSor its parent Aurora Bank without the prior written consent of the employee’s manager.You must never use EOS’ proprietary information for your own or any other person’s financialbenefit.You must also be careful about disclosing information concerning colleagues. If you receive arequest for employee information from an unknown person, do not disclose any information.Upon separation from EOS, you must return to appropriate EOS personnel all documents, recordingsand other tangible records that contain EOS’ confidential information. If you have anyconfidential information maintained in electronic format outside of EOS systems or off EOS premisesyou must notify the appropriate legal or compliance personnel.***3.2.1 Be Sensitive to Confidentiality Issues When Dealing with Third Party Vendors, Suppliers, andOutside Consultants (“Outside Parties”).***The “need to know” principle dictates that you should provide outside parties with only theinformation they need to perform their responsibilities to EOS.
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Policies and ProceduresBoth employees and outside parties are required to preserve the confidentiality of informationregarding EOS’ customers, trade practices, systems, marketing or strategic plans, fees andrevenues, and other knowledge that they may acquire during the course of their employment orrelationship with EOS.Likewise, you must protect confidential and proprietary information provided to EOS and you byoutside parties, and you must ensure that such confidential and proprietary information is usedwithin the limitations established. Employees and suppliers must protect the confidential andproprietary information of outside parties or other third parties to ensure that no contractualagreements are violated, or that the confidential or proprietary information is used without thepermission of the owner or licensor of the confidential or proprietary information.**3.3****Do Not Use EOS Property or Facilities for improper or IllegalActivities.**EOS property or facilities may never be used for any improper or illegal purpose, whether itis intended to benefit EOS, an employee or someone else. Participation in unlawful activities orpossession of illegal items or substances by an employee, whether or not on EOS property, andwhether or not on EOS business, may result in termination of your employment.**3.4****Use Technology Resources Appropriately, and with Security Prominently inMind.**EOS’ technology resources are vitally important EOS assets. Technology resources include, butare not limited to, processing hardware (mainframe, personal computers, handhelds), softwarenetworks and networking applications (phone systems, voicemail, electronic mail), and associateddocumentation (policies, procedures, users’ manuals).EOS expects all employees utilizing its technology resources to observe the highest standard ofprofessionalism at all times and to comply with the following: **Ø** Respect and maintain the integrity and security of all EOS computer andcommunication systems;  **Ø** Utilize those systems predominantly for the furtherance of EOS business withonly limited personal use, and  **Ø** Respect the values of EOS, and each individual within it, by creating andsending only appropriate messages.All employees must comply with the restrictions pertaining to the use of computer software. Inaddition, EOS prohibits employees from taping telephone lines except in strict compliance withlocal laws.
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Policies and Procedures**4.0****Intellectual Property****4.1****Protect EOS’ Intellectual Property From Unauthorized Use Or Disclosure.**EOS’ intellectual property, whether owned by EOS or licensed from others, is a valuable assetwhich you must protect from unauthorized use or disclosure. You are required to protect andpreserve EOS’ intellectual property, including its trademarks and service marks, copyrights, tradesecrets and patents.**4.2****Respect the Intellectual Property Rights of Others.**EOS and its employees must not use intellectual property, including content, that EOS does notown, without proper permission. After EOS acquires permission to use third-party intellectualproperty, you may use it only in accordance with the rights expressly granted to EOS. Violation ofthird-party intellectual property rights can subject you and EOS to extensive litigation expenses,civil damages, reputation harm and in some cases, criminal liability.**5.0****Business Practices****5.1****EOS Will Not tolerate Fraud or dishonesty.**EOS is in a business of trust, a business where integrity and ethical behavior arenon-negotiable. EOS expects its employees to carry out their job responsibilities fairly,ethically and in a manner that fully complies with all applicable laws and regulations. To thatend, no individual should take unfair advantage of anyone through manipulation, concealment, abuseof privileged information, misrepresentation of material facts, intentional dissemination ofinformation that they know or should reasonably know is false or misleading, or any otherintentional unfair dealing or practice.**6.0****Money Laundering and Other Criminal Activities.****6.1****Comply With all Laws, Regulations, and Policies Designed to Combat MoneyLaundering and Terrorism.**Money laundering is the process by which individuals attempt to conceal the true origin andownership of the proceeds of illegal activities. If undertaken successfully, it enables anindividual or entity to maintain control over those proceeds and ultimately integrate the fundsback into the financial system. Participation in any money laundering activity is a crime.Terrorist financing, as the name implies, refers to the use of assets to fund terrorist activities.The funds are not necessarily derived from criminal activities, but they are intended for use incrimes related to terrorism.
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Policies and ProceduresTo reasonably ensure compliance with all applicable money laundering prevention laws andregulations, and to protect EOS and all employees from inadvertent involvement in money launderingor related illegal activities, Aurora Bank’s Money Laundering Prevention Program (“MLP Program”)applies to all employees of EOS, regardless of their geographical location. It is every employee’sresponsibility to know and comply with these procedures.**6.2****Do Not Engage in Illegal or Improper Activities.**You must protect EOS — and yourself — from becoming involved with illegal activities. Inthe course of your duties you may see evidence that a customer has committed fraud, or isattempting to falsify loan documents, for example. A customer may actually ask you to help him orher to engage in improper activities, such as providing inflated income numbers in order to qualifyfor a larger loan amount that the applicant otherwise would. These are just a few examples ofillegal or improper activity that you may encounter.If you suspect that a customer may be engaged in such activity, or if a customer asks you to dosomething illegal or improper, you must report it to your manager. Failure to do so may subjectyou and EOS to severe penalties, legal liability, and reputational harm.Other suspected violations of law or regulation should be reported to legal or compliance personneldirectly.**Procedures for Reporting Policy Violations**Employees or job applicants are encouraged to report violations of this policy. Employees shouldreport violations to their immediate supervisor. Retaliation against employees or applicants whoreport violations is strictly prohibited. In addition, employees and applicants are protected fromcoercion, intimidation, interference or discrimination as a result of reporting violations orassisting in investigations.Investigations into alleged violations of this policy will be handled as discreetly as practicableand appropriate corrective action will be taken whenever violations are determined to haveoccurred. Depending upon the nature of the violation, any individuals found to have violated thispolicy are subject to disciplinary action, up to and including termination. Anyone interferingwith, or providing information that the individual knows to be inaccurate during an investigationmay be subject to disciplinary action, up to and including termination.
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Policies and Procedures**7.0****Dealing with Governmental and Regulatory Bodies****7.1****Do Not Compromise the Integrity of Government Officials or Candidates.**All employees, wherever located, are prohibited from offering, promising or paying, directlyor indirectly, money or anything of value to government officials, political parties, partyofficials or political candidates for the purpose of obtaining or retaining business for EOS.**7.2****Comply With the U.S. Federal Procurement Act and Similar Laws of OtherJurisdictions.**You are strictly prohibited from knowingly executing or attempting to execute any scheme orartifice with the intent to defraud the United States or obtain money or property by means of falseor fraudulent pretenses, representations or promises in any procurement of property or services asa prime contractor with the United States or as a subcontractor or supplier on a contract in whichthere is a prime contract with the United States. You must also comply with similar laws of otherjurisdictions to which you or your activities are subject.**7.3****Comply with Tax Laws and Regulations.**EOS requires you to comply with all applicable tax laws and regulations, whether acting onyour own behalf or that of EOS. You may not: **•** make false statements to local tax authorities regarding any matter,  **•** file fraudulent returns, statements, lists or other documents,  **•** conceal property or withhold records from local tax authorities,  **•** willfully fail to file tax returns, keep required records or supply information to localtax authorities, or  **•** willfully fail to collect, account for or pay a tax.Moreover, you may not solicit customers on the basis of, or participate in, activity designed toviolate tax laws or regulations. Consult the appropriate legal or compliance personnel forguidance on the tax laws and regulations that apply to your activities.**7.4****Comply with Registration and Licensing Requirements.**EOS is committed to complying with all applicable laws and regulations pertaining to theregistration and licensing of personnel. You must obtain and maintain all registrations andlicenses required for the types of business in which you engage, the duties you perform, and thejurisdictions in which you work. Non-licensed personnel may perform only functions that do notrequire licensing or registration.
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Policies and ProceduresIf you are a licensed person, you are responsible for keeping your personal licenses andregistrations current at all times, in addition to any other filings applicable to your duties.Notify the appropriate compliance personnel immediately if a reportable event occurs.**7.5****Contact Legal Personnel Immediately Upon Receiving an Inquiry, Subpoena orOther Legal Document From a Regulatory or Governmental Authority.**As a general rule, you should refer the following to the appropriate legal personnelimmediately, and before making any response: **•** written and telephone inquiries from regulatory entities or governmental authorities;  **•** information requests, whether made in person or otherwise, by a representative of aregulatory or governmental body;  **•** subpoenas, warrants, or similar orders issued by regulatory entities or governmentalauthorities; and  **•** legal documents pertaining to an investigation, disciplinary proceeding, criminal case,administrative proceeding, or similar matter.If you receive any of the types of documents listed above you should immediately forward theoriginal document, together with the envelope in which it was delivered, to the appropriate legalpersonnel. Anyone receiving a telephone request should obtain the name, telephone number andaffiliation of the caller, and refer the caller to the appropriate legal personnel.Do not notify anyone outside of EOS — including a customer whose records have been subpoenaed —about any governmental or regulatory subpoenas or similar legal process unless the applicable legalpersonnel has authorized you to do so. If you receive an inquiry about such a matter from someoneoutside EOS, you should politely state that you are not permitted to discuss such matters.Immediately thereafter you should notify the appropriate legal personnel about the inquiry.If you receive a visit from a representative of a regulatory entity or federal or state authorityyou should politely request the representative’s name, affiliation, purpose of the visit andidentification card or badge, then ask the representative to wait in a location away from businessactivities (an empty conference room, for example) while you immediately notify the appropriatelegal personnel. Similarly, you are not normally permitted to contact any regulatory entity or anygovernmental authority on behalf of EOS without prior approval of the appropriate legal personnel.
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Policies and ProceduresFor those employees outside of the legal or compliance departments who deal with regulatoryentities and governmental authorities on a routine basis as part of their job function, referral tothe legal or compliance department is appropriate where an inquiry or contact is out of theordinary course of business or involves a potential legal or disciplinary action of any kind.**8.0****Lawsuits, Arbitrations, and Customer Complaints****8.1****Contact Legal Personnel Immediately Upon Learning of an Actual or PotentialLawsuit, Arbitration, or Customer Complaint.**Employees of EOS are not authorized to accept service of any legal process addressed to EOS.All service must be made through EOS’ registered office (in Massachusetts).You should not contact a complainant or his/ her legal representative without first speaking withlegal or compliance personnel. In addition, bear in mind that a person who is the subject of acustomer complaint may not settle the matter without the knowledge and consent of the legal orcompliance personnel.As is the case with inquiries from governmental or regulatory authorities, all inquiries ordocuments received from any attorney or legal representative not affiliated with EOS must bedirected immediately to the appropriate legal or compliance contact.
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