Code of Ethics

Basic Principles

Amended and Restated January 2006

The Standards of Conduct and Code of Ethics (the "Code") applies to all directors, officers (including the principal executive officer, principal financial officer, principal accounting officer and controller or persons performing similar functions) and to all employees of Signature Bank ("Signature Bank"), Signature Securities Group Corporation ("SSG") and their subsidiaries (collectively, "Signature" or the "Company"). Compliance with the Code is mandatory. Failure to adhere to them provides a basis for disciplinary action up to and including termination.

The Code contains principles that management considers to be basic. Obviously, no one has to tell you that Signature expects you to be honest, for you to obey the law, and to act with the highest integrity. The application of these general principles to specific situations may not always be so obvious. In addition, statutes and regulations often subject financial institution employees to special rules, and require particular attention on your part to avoid unintentional violations.

Because of additional requirements imposed by the Federal Deposit Insurance Corporation (the "FDIC"), the Securities and Exchange Commission ("SEC"), the National Association of Securities Dealers (the "NASD"), the Municipal Securities Rulemaking Board ("MSRB"), and others, dual employees of SSG and Signature Bank must also consult the SSG Compliance Manual. Also, for dual employees, throughout this policy the terms "supervisor, "manager," or anything similar, shall include your supervisory principal at SSG in addition to your supervisor at Signature Bank.

In addition, numerous federal and state laws and regulations specifically govern various aspects of Signature's business and your business conduct such as: the Sarbanes-Oxley Act of 2002, the Foreign Corrupt Practices Act, the Financial Institutions Regulatory and Interest Rate Control Act, the Community Reinvestment Act, the USA PATRIOT Act, the Bank Secrecy Act, the laws relating to Anti-Money Laundering ("AML") and Know Your Customer ("KYC"), as well as numerous state and federal usury laws to name a few. You must ensure compliance with all applicable federal and state laws and regulations at all times and without exception, as your failure to do so could subject Signature to liability and you to personal liability as well.

The Code sets forth our basic policies together with specific examples that commonly confront our colleagues. These standards identify situations and activities that must be avoided and other situations and activities that require disclosure and, in some circumstances, prior approval before you can undertake them. Although some overlap occurs, the general organization of these standards is as follows:

Fundamental Principles

Confidential Information

Public Reporting

Insider Trading

Business Conduct

Conflicts of Interest

Personal Conduct

• Signature Bank Accounts

• Signature Securities Accounts

Miscellaneous

Fundamental Principles

Honesty, Integrity and Fairness

A fundamental principle of business success requires fair treatment of all individuals. As a member of our team, you may deal regularly with clients, suppliers, auditors, attorneys, colleagues, government officials, competitors and others. Everyone has a right to expect that you will act with complete honesty, integrity and fairness in all regards. Every business organization views these fundamental principles as important. A financial services business, whose success in the marketplace depends upon the highest standards of ethical conduct, views them as especially critical.

For example, when you engage the services of others for Signature, such as accountants, attorneys, or other professionals, or when you purchase supplies or equipment for Signature, your choice should be made on the basis of the quality of the service and the competitiveness of the price. Our reputation depends on your exercise of fairness and good judgment.

Non-Discrimination

We require objectivity in your dealings with others and in your decision-making. You should treat all clients, applicants for employment, colleagues, suppliers and others, kindly, fairly, courteously and respectfully.

Signature will not tolerate discrimination in any form, or any dishonest, unethical or inappropriate behavior. Signature's policy is to ensure a harmonious environment with equal employment opportunity for all, regardless of age, sex, race, religion, color, national origin, marital status, sexual preference, handicap or status as a disabled veteran or military status according to applicable laws, and that clients and prospective clients are not discriminated against on a prohibited basis. If you believe you have experienced any form of harassment or discrimination, report it immediately to your manager or to Human Resources. Please review the Non-Discrimination and Anti-Harassment section in the Employee Handbook, which is located on the Human Resources Home Page on Signature's Intranet for further details on reporting harassment and discrimination.

If you supervise others, you are directly responsible for implementing this policy. In addition, you are expected to maintain a business environment free of any kind of harassment, intimidation and offense.

Confidential Information

Information About Our Clients and Employees

We expect you to treat information entrusted to us by our clients and employees as you perform your duties for Signature as confidential and privileged. This includes information relating to accounts and loan balances, information concerning the management, financial condition and future plans of our clients' businesses, employee salary information and information obtained in the course of fiduciary relationships. You must not disclose confidential information to anyone either inside or outside Signature who does not have a clearly legitimate need and right to know the information. Any disclosure of information about a client to unauthorized individuals constitutes a violation of this policy. Also, all employees must read and understand Signature's Privacy Notice, found under the Agreements and Disclosures subsection of the Forms and Collateral section of Signature's Intranet {Gramm-Leach-Biley Act (GLBA) of 1999}.

Use of Signature's Computer Systems

Utilization of Signature's computer systems provides an employee access to confidential client information based on the business/support function(s) being performed. Employees are granted access to the various computer systems to perform their job duties. Each employee is expected to protect the access granted to him or her and to keep any associated passwords confidential at all times. In addition, each employee must only utilize software that has been acquired through proper channels and installed properly by or under the supervision of a technical manager. Unauthorized use of the computer programs or software that has been acquired or used by Signature, including, but not limited to, accessing inappropriate websites, using email in a manner that may be construed by others as harassment or offensive, or disclosing the program or software to, or permitting the use of such program or software by, any other employee or a third party without appropriate authorization, will not be tolerated. Computer usage will be monitored to ensure compliance with Signature's Data Security Policy, found in the Security Policies and Procedures Manual located on Signature's Intranet.

Limited Use of Confidential Information

While recognizing the need for a constant flow of information for the smooth operation of Signature, we expect you will not disclose confidential information pertaining to our clients' affairs to your fellow workers within Signature unless they have a clear business need to know the information for the performance of their duties. You must exercise particular care in communicating confidential information to persons in other teams of Signature who may have different responsibilities or conflicting obligations. Guidance may be obtained from the Compliance Department.

Disclosure of Information to Outsiders

Without authorization, you are not permitted to release information concerning our clients' affairs to outsiders, including law enforcement authorities, except in response to a valid subpoena or similar legal process, which requires the approval of the Security Officer, or his/her designee. You are required to treat information concerning Signature or any of its clients as confidential. Confidential information obtained as a result of employment with Signature may not be used for the purpose of furthering any private interest or as a means of generating any personal gain or the personal gain of your family, friends, or others. The use or disclosure of such information may result in civil or criminal sanctions.

External Communications

Senior Management is responsible for Signature's relationship and communication with the press and the general public.

Discussions of Signature's structure, financial performance, products and services and position on issues that we wish to share with those outside of Signature are contained in publicly available publications such as our annual and interim reports, press releases, published speeches and statements and marketing brochures. You may request brochures or marketing pieces from the Marketing Team and share them with any external audience. Should you receive any inquiries about Signature from the media, you may not offer comment, except to state that the inquiry will be referred to Senior Management and you must inform Senior Management of the inquiry immediately.

All proposed public statements or press interviews must be reviewed in advance with Senior Management. In addition, you must have written approval, secured from the President and Chief Executive Officer of Signature Bank, before giving speeches or publishing written materials, fiction or non-fiction, on subjects related to Signature or its business.

Some non-public information about Signature, its organization, systems and procedures may be considered confidential or proprietary and is therefore inappropriate for external circulation. If you have any questions about whether certain information is public or private, check with Senior Management before disclosing it to anyone outside Signature.

In addition to the above, employees of SSG must also receive written permission from the Chief Compliance Officer before giving speeches or publishing materials relevant to financial matters. Please see SSG's Compliance Manual for details.

Employee Information

All credit and personnel inquiries, such as an employee's complete name, job title and length of service, must be referred to Human Resources, and information concerning an employee will be released only with the consent of that employee or when legally required. Signature's policy is not to give employment references other than to provide the employee's complete name, job title and length of service.

Public Reporting

Full, fair, accurate, timely and understandable disclosure in the reports and other documents that the Company files with, or submits to, the FDIC, the New York State Banking Department, the NASDAQ and other state and federal regulators and in its other public communications is critical for Signature to maintain its good reputation, to comply with its obligations under the securities laws and to meet the expectations of its shareholders and other members of the investment community. Persons responsible for the preparation of such documents and reports and other public communications are to exercise the highest standard of care in their preparation in accordance with the following guidelines:

• all accounting records, and the reports produced from such records, must be in accordance with all applicable laws and U.S. Generally Accepted Accounting Principles (GAAP).
• all accounting records must fairly and accurately reflect the transactions or occurrences to which they relate;
• all accounting records must fairly and accurately reflect in reasonable detail Signature's assets, liabilities, revenues and expenses;
• no accounting records should contain any false or intentionally misleading entries;
• no transactions should be intentionally misclassified as to accounts, departments or accounting periods;
all transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;
• no information should be concealed from the internal auditors or the independent auditors; and
• compliance with Signature's system of internal controls is required.

Insider Trading

Insider trading is unethical and illegal. Employees, officers and directors are not allowed to trade in securities of a company while in possession of material non-public information regarding that company. It is also illegal to "tip" or pass on inside information to any other person who might make an investment decision based on that information or pass the information on further. See Signature's Securities Trading Policy, which sets forth your obligations in respect of trading in Signature Bank's securities. Also see the SSG Compliance Manual for further details.

Business Conduct

Compliance with Laws, Regulations and Policies of Signature

Numerous federal and state laws and regulations, specifically govern various aspects of Signature's business: the Foreign Corrupt Practices Act, the Financial Institutions Regulatory and Interest Rate Control Act, the Community Reinvestment Act, the Truth-in-Lending Act, the Fair Credit Reporting Act, the Bank Secrecy Act, laws relating to Anti-Money Laundering and Know Your Customer and various federal and state usury laws, to name a few. In addition, federal and state laws and regulations of general applicability, such as the securities, equal employment, unfair practices and anti-trust laws affect us. Failure to comply with these laws and regulations can have serious consequences, including legal liability for damages and other penalties. You have a responsibility to learn and understand the legal provisions applicable to the activities of your area and your particular responsibilities so that all business is conducted in full compliance with both the letter and spirit of applicable laws and regulations and with the rules of Signature. If you identify unresolved legal questions you should bring them promptly to the attention of your supervisor, manager or the Chief Compliance Officer. Legal Counsel will provide guidance if necessary. In addition, if you become aware of any information that you believe constitutes evidence of a material violation of laws, rules or regulations applicable to Signature and the operations of our business, by the Company, or any employee, officer or director, then you should bring such information to the attention of any one or more of the following persons, as circumstances may warrant: Yacov Levy, the Chair of the Examining Committee, at 781-229-5818), Michael Tumino, the Chief Auditor, at 646-822-4140, or Global Compliance Services or "GCS" at 1-888-475-8376, a 24 hour, 365 day staffed Hotline. See "Compliance" below.

You must exercise due diligence and extreme care in knowing your clients. This includes knowing their financial and business interests, their investment objectives and financial needs, the sources of their funds and the reasons for the activities of their accounts, in order to ensure that Signature's activities and relationships with its clients are consistent with the Code and other corporate policies, notably Signature's Anti-Money Laundering and Know Your Client Policy. Questions regarding a client's activities, including the propriety of such activity for the client and for Signature, should be referred immediately to your manager, the Chief Compliance Officer or Senior Management. Protecting Signature's reputation is a critical part of every employee's responsibility.

Political Activities and Contributions

Federal and state laws and regulations (e.g., the federal Elections Campaign Act) restrict, and in some cases prohibit, corporations from making payments or using their property to support candidates for political office or to support political parties or committees. As a matter of policy, Signature does not use any corporate funds for, or otherwise support or participate in, political dinners, cocktail parties or any programs with a purpose to raise funds for political purposes, except for legally permissible corporate contributions that have been approved in advance by Senior Management. We prohibit the use of Signature's property, including office supplies, printing facilities, postage and equipment, to promote political candidates or parties. In situations where we permit appropriate expenditures, Legal Counsel must approve them in advance.

Signature encourages individual participation in community affairs, including political as well as charitable and civic activities. All employees of SSG should consult the SSG Compliance Manual regarding the restrictions and reporting requirements of MSRB Rule G-37 concerning political contributions.

Vacation Policy

Signature employees, in sensitive positions, who are eligible for at least two weeks vacation, must take those two weeks (10 business days) consecutively. Employees in non-sensitive positions are not required to comply with this policy. The majority of Signature employees are in "sensitive" positions. If you are in a position that is not considered to be "sensitive", you will be advised by Human Resources. The President and Chief Executive Officer or Chief Financial Officer and Human Resources Manager must approve exceptions. During an employee's scheduled 2-week (10 business days) vacation time, the employee is not to have any general ledger or system transactional access. No formal approval for client overdrafts or loan approvals is permitted. Periodic calling the office for a status report update is acceptable, providing no transactions are affected with this call. In addition, client contact is acceptable provided it is limited to non-transactional conversation and does not facilitate such transactions.

Improper Payments

In accordance with applicable federal and state laws and regulations, including the Foreign Corrupt Practices Act, Signature policy prohibits the use of corporate funds for bribes or for making improper payments of any kind to any persons or organizations in order to obtain their business or to influence their policies or decisions, or for any other reason. This prohibition includes any payment to any foreign or domestic government official, employee or agent that is not required by law. We also prohibit the payment of any "kickback" or the sharing of any fees with those who represent clients or suppliers of Signature.

If you have any questions regarding the legality of any payment, or any suspicion of a kickback, bribe or other illegal arrangement, you should report it immediately to the Chief Compliance Officer.

Proper Accounting

Compliance with Signature's established accounting procedures and controls are required at all times. All accounting records must accurately and fairly reflect the transactions and financial condition of Signature. The FDIC has provided sound corporate governance practices for banks as guidance for compliance with the Sarbanes-Oxley Act that includes provisions for auditor independence, corporate responsibility and enhanced financial disclosures. Signature complies with this guidance provided by the FDIC.

Reporting of Misconduct

Employees are strongly encouraged to report any misconduct that they become aware of in the course of their employment or otherwise connected to their employment. Signature expects employees to report the following in accordance with this policy:

• Criminal conduct;
• Fraud or deliberate error in the preparation, evaluation, review or audit of any of our financial statements;
• Fraud, misappropriation, or other questionable practices related to the preparation or maintenance of our financial records;
• Misrepresentations or false statements to or by a senior officer or accountant regarding a matter contained in our financial records, financial reports or audit reports;
• Deviations from full and fair reporting of our financial condition;
• Failure to comply with, or efforts to circumvent, our internal compliance policies or internal controls;
• Failure to comply with legal or regulatory obligations, including federal securities laws and regulations;
• Actions that endanger health or safety, or might cause environmental damage;
• Violations of the Code; and
• ctions designed to that have the effect of concealing any of the foregoing.

Employee Complaint Procedures for Accounting, Auditing or Other Matters

Any employee of Signature may submit in good faith a complaint regarding accounting or auditing matters to the management of Signature without fear of dismissal or retaliation of any kind. Signature is committed to achieving compliance with all applicable federal and state laws and regulations, accounting standards, accounting controls, and audit practices. Signature's independent Examining Committee of the Board of Directors will oversee the handling of all employee complaints and concerns in this area by supervising the activities of the Internal Audit Department, in this regard. The Internal Audit Department reports directly to the Examining Committee, which is comprised of three independent, non-employee, Board members.

In order to facilitate the reporting of any employee complaint, the Examining Committee has contracted with a third-party, Global Compliance Services or "GCS" to provide an independent mechanism affording a 24 hour manned toll-free phone line for (1) the receipt, retention and handling of complaints regarding accounting, internal accounting controls, or auditing matters ("accounting matters") and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or any other questionable activity or matter.

The 24-hour toll free hotline number is as follows: 1-888-475-8376.

An employee with any complaint or concern may make that complaint or report that concern via the phone line or directly to the Chief Auditor or the Chair of the Examining Committee. It is the responsibility of the aforementioned parties to ensure that such matters are promptly reported to GCS for completeness. See "Compliance" below.

GCS provides a web-site and various automated reporting capabilities to ensure that key individuals (as agreed by the Examining Committee and provided to GCS) are informed of the reported matter and are able to commence an investigation, where applicable. Individuals may report their concerns anonymously or if they wish to be contacted regarding the outcome of an investigation may provide their name. All matters will be treated equally and reviewed by the Internal Audit Department in consultation with the Examining Committee and Senior Management to ensure that complaints fall under the definition of Accounting, Auditing or Other Matters.

Whether the GCS phone-line is utilized or a complaint is made directly to the Chief Auditor or Chair of the Examining Committee, it should contain as much specific information as possible to allow the appropriate personnel to conduct an investigation of the reported matter. The complaint describing an alleged violation or concern should include all of the information that the employee knows regarding the allegation or concern. In addition, all complaints must contain sufficient corroborating information to support the commencement of an investigation. Signature may, in its reasonable discretion, determine to commence a limited investigation if a complaint contains only unspecified or broad allegations of wrongdoing without appropriate informational support.

Treatment of Complaints

Upon receipt of a reported, complaint or concern, the Internal Audit Department (in consultation with the Examining Committee and Senior Management) will (1) determine whether the complaint or concern actually pertains to accounting or auditing or pertains to other matters and (2) when possible, acknowledge receipt of the complaint or concern to the sender. Complaints and concerns relating to accounting and auditing matters or any other matters will be timely reviewed and investigated under Examining Committee direction. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review and investigation. Prompt and appropriate action will be taken when and as warranted in the judgment of the Examining Committee.

Candor with Management and Others

In any organization, mistakes occur and sensitive situations will occasionally arise. When you have knowledge of any questionable or possible illegal act or occurrence involving or affecting Signature, you have an obligation to report the act or occurrence via the GCS phone line or directly to the Chief Auditor or Chair of the Examining Committee, who must ensure that GCS is promptly updated for completeness. Concealment will not be tolerated.

We expect you to fully cooperate with internal and independent auditors and counsel in the performance of their designated duties. This means providing them with complete and accurate information at all times.

Confidentiality

To the extent possible, all complaints should be handled in a confidential manner. In no event should information concerning the complaint be released to persons without specific need to know about it. Investigation of complaints should be prompt. The determination by the Examining Committee after an appropriate investigation will be communicated to the employee who brought the complaint, unless anonymous and to relevant management, as appropriate.

Corrective Action

The Examining Committee, via its supervision of the Internal Audit Department and with the input of Signature's management, if requested, will determine the validity of a complaint and any corrective action, as appropriate. It is the responsibility of the Examining Committee to report to Signature's management any noncompliance with legal and regulatory requirements. Management shall take corrective action including, where appropriate, reporting any violation to the relevant federal, state or regulatory authorities. Directors, officers and employees that are found to have violated any laws, governmental regulations or Signature's policies will face appropriate disciplinary action, which may include demotion or discharge.

No Retaliation for Submitting Complaints, Providing Information or Participating in Investigation

Neither Signature nor any of its employees may discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee who: (a) lawfully provides information regarding any conduct encouraged to be reported under this policy which the employee reasonably believes has occurred to a regulatory or law enforcement agency, to any member or committee of Congress, or to any person with supervisory authority over the employee or the authority to investigate such misconduct; (b) participates in or otherwise assists with a proceeding relating to conduct encouraged to be reported as per this policy; or (c) submits a complaint pursuant to this policy regarding any conduct encouraged to be reported as per this policy which the employee reasonably believes has occurred, even if after investigation Signature determines that there has not been a violation. Disciplinary action will be taken against any supervisor who retaliates, directly or indirectly, or encourages others to do so, against an employee who takes any of the above-mentioned actions.

Reporting and Retention of Complaints and Documents

At each meeting of the Examining Committee, Chief Auditor shall prepare a report to the Examining Committee stating the nature of any complaint submitted since the last meeting of the Examining Committee, whether or not the complaint resulted in the commencement of a formal investigation, and the status of each investigation. All written statements, along with the results of any investigations relating thereto, shall be retained by Signature according to its document retention policy.

No corporate audit records may be altered or destroyed if such records may be subject to or related to an investigation by Signature or any federal, state or regulatory body.

Conflicts of Interest

As part of your employment responsibilities we expect you to act in a way that contributes to the financial success of Signature, enhances its reputation and fosters its client relationships. This requires you to look after your own private financial interests in such a way that you do not profit improperly from your position with Signature.

Conflict of interest rules apply to all transactions made, directly or indirectly, for your own account or for the account of your immediate family or other family members who share with you the same residence. Your immediate family consists of your spouse and the children, parents and siblings of you and your spouse, whether by blood, marriage, adoption or operation of statutory or common law. You may also have a legal liability if someone outside your immediate family or outside of those other family members who share with you the same residence obtains a personal gain or advantage on the basis of confidential information they have obtained directly or indirectly from you.

Employees of SSG may have additional responsibilities regarding conflicts of interest, and should refer to the SSG Compliance Manual, as appropriate, for further details.

General Policy

While you as Signature officers and employees have personal lives and private interests outside your work, as a member of a financial institution you must manage your personal financial and business affairs to avoid conflicts of interest, or even the appearance of any conflict of interest, with the performance of your responsibilities and duties to Signature. When a conflict of interest, or potential conflict of interest, does confront you in the performance of your job, you must immediately disclose its existence to your manager and, if you are an employee of SSG, you must also immediately disclose its existence to the Chief Compliance Officer as well, fully describing the facts giving rise to the conflict or potential conflict, and excuse yourself from any decision made with respect to the transaction.

The following examples and those under the section entitled "Personal Conduct" outline situations that are either impermissible or permitted only with prior disclosure and/or approval. Any issues concerning the existence of a possible conflict of interest should be directed to the Chief Compliance Officer.

Self Dealing

You are not in any way to represent or exercise any authority on Signature's behalf, grant direct or indirect credit accommodations or make credit recommendations, or act in the capacity of an account officer with respect to any type of transaction for yourself, members of your immediate family, any other family members who reside with you, any individual or organization which has granted to you, a member of your immediate family or any other member of your family who shares with you the same residence a power-of-attorney, or with any other persons, corporations, partnerships, trusts or other organizations in which you, any member of your immediate family or any other family member who resides with you are a fiduciary, an officer, an authorized signer or have a material financial interest.

You are not to act, without prior written approval of the Chief Compliance Officer, as:

• An agent, deputy or attorney in fact on any account of another at Signature. Any application to the Chief Compliance Officer to so act will only be considered based upon your close, personal relationship with the accountholder;
• An executor, administrator, trustee, guardian, custodian or in any other fiduciary capacity on any account of another at Signature. Any application to the Chief Compliance Officer to so act will only be considered based upon your close, personal relationship with the estate person or persons for whom you are acting as fiduciary; or
• An official of any organization with the following exceptions: residential cooperative or condominium apartment boards where you live, social, religious, philanthropic or civic organizations, fraternal organizations, neighborhood associations, clubs, colleges or schools or trade or professional organization associated with the financial services industry or your profession. However, registered representatives must notify the Chief Compliance Officer in writing via e-mail prior to assuming any such role.

Requests for approval should be submitted in writing to the Chief Compliance Officer. In all cases where approval is granted, you must disclose to the principal, beneficiary, trustor, court or other third party as the case may be, that you are so functioning solely because of the close personal relationship, and that you are in no way acting as a representative or agent of Signature.

In addition, all employee-related Signature Bank accounts must be maintained at Financial Center #RC 212, at 261 Madison Ave. For information on employee-related accounts, please reference the Signature Bank Accounts section of this document.

Brokerage Accounts

Signature Bank employees are encouraged, but not required, to maintain any brokerage account they may have at Signature Securities Group. Employees and associated persons of Signature Securities Group must refer to SSG's Employee Accounts and Trading Policy section of these Standards regarding restrictions on their brokerage accounts and trading.

Gifts from Suppliers or Clients

The Bank Bribery Act and other applicable federal and state laws prohibit you from giving, seeking or accepting for yourself or any other person anything of value (including services, discounts or entertainment) from clients, suppliers or anyone else in return for any business or service from, or confidential information about, Signature. The laws expressly prohibit you from giving or accepting cash or checks or gift certificates that are convertible to cash. Employees of SSG must also refer to, and are also bound by the SSG Compliance Manual with respect to gifts. There are certain exceptions to the general prohibition against giving, seeking or accepting anything of value as follows:

• Lunches, dinners and other customary entertainment (e.g., sports events, golf, theatre, etc.) provided in the ordinary course of a supplier's or client's business and in situations where we would normally reimburse the cost as a proper business expense;
• Nominal services or discounts customarily afforded by suppliers or clients in the ordinary course of their business; and
• Promotional gifts such as pens, calendars and the like, routinely distributed by the donor, or gifts in connection with customarily recognized events (e.g., promotions, marriage, retirement, holiday, etc.) not exceeding $100 in value.

Note: Employees may never give or accept gifts of cash, checks or gift certificates that are convertible to cash, regardless of amount. You must report anything of value beyond those items listed above if offered to you, received by you or you anticipate receiving promptly to the Chief Compliance Officer for appropriate action including the return of the gift forthwith to the provider.

Penalties including fines and imprisonment may be imposed for violations of the Bank Bribery Act.

Borrowing Money from Vendors or Clients

You are not allowed to borrow money from, or lend money to, any of Signature's vendors or clients. This is strictly prohibited. You may, however, receive credit on customary terms in connection with the purchase or lease of goods and services from a commercial establishment that is a vendor or client of Signature. Loans made to officers and employees by other financial institutions that are vendors or clients of Signature, in the course of their business, are allowed.

Soliciting or Accepting Legacies or Other Favors

You are not allowed to solicit or accept any legacy or other favor granted by an individual or organization where your relationship with that individual or organization arose as a result of your employment at Signature.

Related Party Transactions

You must report to Legal Counsel any proposed agreement or proposed activities that could give rise to conflicts of interest involving an aggregate payment or consideration in excess of $100, that you, any member of your family, any of your affiliates, or any entity from which you, a member of your family or any of your affiliates receives any payment, propose(s) to enter into with the Company, whether directly or indirectly (each such agreement, a "Transaction"). Your report must include all relevant terms of the Transaction. Legal Counsel shall then refer the Transaction to the Examining Committee, in the case of an executive officer or director or Chief Financial Officer in the case of any other employee.

You must obtain the approval of the Examining Committee in the case of an executive officer or director or Chief Financial Officer in the case of any other employee in advance of entering into the Transaction.

Personal Conduct

Personal Transactions and Investments

You must carry out your personal financial transactions according to the requirements of the law and the policies and procedures established by Signature, reporting those transactions as required by those laws, policies and procedures.

Your personal financial affairs should be managed in a manner consistent with being employed in a financial institution that has fiduciary responsibilities. You must comply with all applicable federal and state laws and Signature policies and procedures regarding the reporting of your financial transactions. You may not use your account to accept or disburse funds for Signature clients.

Borrowing

You and those of your family members residing with you at the same residence should borrow only from reputable organizations that regularly lend money, and such borrowing must be at the prevailing rate of interest and not involve favored treatment by the lender of any kind. Borrowing from your relatives is not subject to any restrictions. In order to comply with Federal Reserve Board Regulation O and New York State Banking Department regulations executive officers must provide a written report to the Corporate Secretary for the Board of Directors, with a copy to Compliance, of all borrowings from banking institutions which in the aggregate total more than the amount Specified in Regulation O, section 215.5(c). You will be advised if you are an executive officer and the specific reporting requirements.

Affiliations with Other Businesses/Outside Activities

Signature discourages outside employment. In those instances where it is justified, prior written approval from Human Resources and the Signature Bank CEO is required; for employees of SSG, written approval from the Chief Compliance Officer is also required. Officers who are vice presidents (or the equivalent) or higher must secure the written approval of the Examining Committee of the Board of Directors prior to undertaking any such outside employment. No outside employment or activity will be approved which might subject Signature to criticism, interfere with your regular duties at Signature or requires such long hours as to affect your working effectiveness at Signature.

You may accept a position as a director, officer, partner or consultant of any business organized for profit if you receive the prior written approval of the Examining Committee. Requests for approval are to be submitted to the Corporate Secretary for presentation to the Examining Committee. Note that positions that involve working for a competitor or vendor of Signature, or otherwise violate the Code (e.g., will subject Signature to criticism or interfere with your regular duties and responsibilities to Signature) are not permissible and will not be approved.

Holding of Public Office

Your participation in political and civic activities is permissible provided it does not subject Signature to criticism, interfere with your regular duties at Signature, requires such long hours as to impair your working effectiveness at Signature or otherwise violate the Code. You should consult with Senior Management prior to seeking public office or accepting an elective or appointed public position. A public position means any position in any state, county, city, town, village or federal government and includes school districts, public authorities, and other comparable governmental subdivisions or agencies.

Signature Bank Accounts

Account Opening and Transaction Monitoring

Accounts in the name of an employee, whether individually or jointly, as well as any account on which an employee has signing authority (for example, a custodial account in which the employee is the custodian, or an account where an employee has power of attorney) must be opened at Responsibility Center 212 (261 Madison Avenue). Contacts are: Sharon Henderson, Linda Willinger and Maria Zichichi.

Accounts for any relative of an employee, whether or not the account holder resides in the employee's household, may be opened in the employee's responsibility center, providing the employee is not an authorized signer or power of attorney on the account.

Currently, full transactional access to employee accounts is available only at 261 Madison Avenue. Employees may conduct certain limited transactions, such as making deposits and cashing checks, at other Signature locations.

Fees and Minimum Balance Requirements

Employees will be charged the same fees as Signature's other clients except that the following services will be offered to employees free of charge:

• Purchasing Official Checks and Money Orders,
• Check Certification,
• Wire Transfers,
• Collections
• Foreign Drafts, and
• Wallet style checks (excluding Louisianne and Terrazzo Styles). All employee check orders (reorders) must be sent to RC 212 (261 Madison Avenue) to obtain these checks free of charge- if employee checks ordered through another center, the Bank is charged for the cost of the checks and this charge will be passed on to the employee.

NOTE: Excessive use of these free services may result in the employee being charged the standard fees for such services. This includes excessive overdrafts due to insufficient or uncollected funds. Signature's reserves the right to assess overdraft fees and/or bounce checks after an employee account has been on the overdraft list 6 or more times in a calendar year. After 10 overdrafts, a request may be made to close the employee account.

Minimum balance requirements will be reduced as follows:

• Signature Personal Checking = No minimum balance
  Currently, employees will be reimbursed up to $10 per month for ATM fees assessed at non-Signature ATMs when accessing their Signature Personal Checking Account.
• Monogram IMMA = No minimum balance
• Monogram Money Market Funds Program = No minimum balance

Use of Official Checks or Money Orders

Except on rare occasions purchasing official check or money orders with cash or check by an employee is limited to RC 212 (Madison Avenue) unless the employee is making a cash or split deposit to his or her Signature account.

Accounts of Former Employees

Where an employee voluntarily terminates employment at Signature, that former employee's account will be moved from RC 212 to any other RC of the former employee's choice. The former employee's account will be subject to all of Signature's standard fees and minimum balance requirements applicable to non-employee client accounts at the start of the next statement cycle period. A letter will be sent to the former employee with instructions, upon termination of employment.

If an employee is terminated for cause, the former employee may, at the discretion of Signature, be required to close his or her account. Human Resources will advise Financial Center 212 of whether this action is to be taken. Notification will be sent to the former employee if the account is required to be closed.

Additional requirements are stated in the Employee Accounts and Trading Policy section of this Code. Accounts of Signature employees will be subject to the same compliance and anti-fraud monitoring as those of all other Signature clients. Employee accounts are expected to be opened and maintained in compliance with all of Signature's KYC, AML and anti-fraud policies and procedures and Employees are expected to conduct their personal banking accordingly.

Signature Securities Accounts

Account Opening, Fees, and Transaction Monitoring

Accounts in the name of a Signature employee, whether individually or jointly, as well as any account on which an employee has signing authority (for example a custodial account in which the employee is custodian or an account in which an employee has power of attorney) can be opened by an Investment Representative in any responsibility center. These accounts will be coded as employee related by Middle Office Operations and will be coded with the discounted employee commission schedule and will be eligible to purchase mutual fund shares at Net Asset Value (NAV).

Accounts for any dependent relative of an employee, (i.e. the employee's spouse, children or parents residing with the account holder in the employee's household), will be coded as employee related by Middle Office Operations and will be coded with the discounted employee commission schedule and will be eligible to purchase mutual fund shares at NAV.

Employees will be charged the standard fees as outlined in the SSG Fee Schedule, with the exception of the following, which will be free of charge:

• Wire Transfers (from any SSG account)
• Monogram Managed Account Fee:
• Annual Maintenance Fee
• Purchasing Official Checks and Money Orders,
• Check Certification,
• Wire Transfers,
• Collections,
• Foreign Drafts,
• Certain wallet style checks; and
• Retirement Account Maintenance and Administration Fees.

Account activity in employee related brokerage accounts will be monitored by SSG Compliance.

Minimum Balance Requirements
Minimum balance requirements will be as follows:

• Signature Brokerage Account = No minimum balance
• Monogram Managed Accounts = $25,000
• Monogram Asset Management Program = $50,000
• Individual Retirement Accounts = No minimum balance

*Any accounts that fall below the minimum balance are subject to closure or reclassification at the discretion of SSG.

Additional requirements are stated in the Employee Accounts and Trading Policy section of this Code.

Accounts of Signature employees will be subject to the same compliance and anti-fraud monitoring as those of all other Signature clients. Employees Accounts are expected to be opened and maintained in compliance with all of Signature's KYC, AML and anti-fraud policies and procedures and to Employees are expected to conduct their personal investing accordingly. In addition SSG employees must abide by the policies and procedures found in the SSG Compliance Manual.

Accounts of Former Employees
Where an employee has voluntarily terminated employment at Signature, that employee's account will be permitted to remain with SSG, providing the account is in good standing. The account will be subject to all the standard fees and minimum balance requirements and Middle Office will recode the account.

If an employee is terminated for cause, the former employee may, at the discretion of SSG, be required to close his or her account. Notification will be sent to the former employee if the account is required to be closed.

Employee Accounts and Trading Policy
Signature Securities Group Corporation (SSG), in keeping with industry standards, requires all registered employees and associated persons of SSG to maintain all of the brokerage accounts that they own, in whole or part, as well as all of the brokerage accounts over which they exercise control, at SSG. Exceptions to this policy may only be granted by the Chief Compliance Officer in which case a duplicate monthly statement is required to be sent by the broker where the account is maintained to the Compliance Department for its review. ("Associated persons" includes the New Account Team, anyone who handles checks or securities for SSG, and internal control personnel of SSG; these people will be notified of their status as associated persons.) This policy also applies to spouses of the above who are not employees of broker-dealers requiring them to maintain their brokerage account with such broker-dealer. This policy does not apply to accounts for which the SSG employee or employee's spouse is a beneficiary if that employee or spouse has no control over the account. Employees of SSG who are not registered employees or associated persons, as well as employees of Signature Bank, are encouraged to maintain their brokerage accounts with SSG, but are not required to do so. However, such employees who wish to maintain a margin account at a broker-dealer other than SSG must receive written approval from Senior Management. Violation of this policy will be subject to serious disciplinary action, up to and including termination.

Because of these requirements, for all trades made through a SSG brokerage account by SSG and Signature Bank employees and their spouses will be placed at the discounted commission rate of $0.03 per share, with a $30 minimum per trade on equity trades. All mutual fund transactions made through a SSG brokerage account for SSG and Signature Bank employees and their spouses will be at NAV.

Subject to this policy and to the Signature Securities Trading Policy (which among other things) prohibits certain transactions in stock of Signature, Signature employees and the members of their immediate family may invest at their discretion in stocks, bonds and other corporate securities, as well as foreign currency, interest rate and commodity forwards, futures and options. However, Signature employees and their immediate family must exercise prudence in the making of personal investments and the avoidance of highly speculative transactions involving substantial risk to them. They must avoid investments, which require frequent attention and whose monitoring and/or administration may interfere with the Signature employee's professional duties, as well as specific situations, which might influence the judgment made or advice given on Signature's behalf in the course of its business, including investments in any organization, which is a supplier or client of Signature.

You must report to the Chief Compliance Officer any interest in which you, or family members who share with you the same residence, have in a non-publicly owned enterprise if:

• that enterprise is a substantial competitor of Signature;
• that enterprise borrows from, or has placed securities with, Signature and you (or such family member) are directly involved in the relationship between Signature and that enterprise;
• any part of that enterprise is a supplier or seller of securities, goods or services to Signature and you (or such family member) deal directly with that enterprise in that activity; or
• you (or such family member) deal directly with that enterprise in its purchase or receipt of securities, goods or services through Signature.

Employees of SSG must also refer to the SSG Compliance Manual for additional details regarding restrictions on investment activity.

Miscellaneous

Compliance with this Code

If an employee or officer or director fails to comply with this Code or applicable laws, rules or regulations (including the rules and regulations of the SEC) he or she will be subject to disciplinary measures, including (with respect to employees and officers) discharge from the Company. Violations of this Code may also constitute violations of law and may result in civil or criminal penalties for such person, such person's supervisors and/or the Company. The Board of Directors will determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of a violation of this Code. In determining what action is appropriate in a particular case, the Board of Directors or its designee will consider the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation was intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

Waivers of this Code

Any waiver of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions), other executive officers or directors will be made only by the Board of Directors and will be promptly disclosed as required by law.

Any waiver of this Code for any other employee will be made by the Chief Compliance Officer, upon consultation with the Chief Executive Officer. The Chief Compliance Officer will report all waivers to the CEO and then to the Board of Directors at the next regularly scheduled meeting of the Board of Directors.

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