Code of Ethics

In performing his or her duties, each Senior Financial Officer must:

(1) maintain high standards of honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, as defined in the Company's Code of Business Conduct and Ethics;

(2) provide, or cause to be provided, full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;

(3) comply, and take reasonable actions necessary to cause others to comply, with applicable governmental laws, rules, and regulations; and

(4) promptly report violations of this Code to the Chief Compliance Officer or the Audit Committee.

Senior Financial Officers must also comply with the Code of Business Conduct and Ethics that applies to all of the Company's officers and associates.

The Audit Committee will periodically assess compliance with this Code, report material violations to the Board, and recommend to the Board appropriate action. Such action shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code, including, among other things, disciplinary action up to and including termination of employment.

The Company expects its Directors to exercise the highest degree of professional and business ethics in all actions they undertake on behalf of the Company. Directors are expected to conduct all their business and affairs in full compliance with applicable laws, rules and regulations, and to encourage and promote such behavior for themselves, and the Company’s officers and employees.

Directors must seek to avoid any conflicts of interest between themselves and the Company. A ”conflict of interest” exists when a Director’s personal or professional interest is adverse to – or may reasonably appear to be adverse to – the interests of the Company. Conflicts of interest may also arise when a Director, or members of his or her family, or an organization with which the Director is affiliated, receives improper personal benefits as a result of his or her position as a Director of the Company. Potential conflicts of interest should be promptly disclosed to the Chair of the CGN&C Committee.

Directors should take the following actions prior to accepting certain outside positions:

•Corporate directorships. Directors should inform the Chairman of the Board and the Chair of the CGN&C Committee prior to accepting a director or officer position with another business corporation, whether or not such corporation is a public company, so that such appointments may be considered by the Board in accordance with the requirements of the Company’s Corporate Governance Principles.

•Other Positions. Directors should inform the General Counsel and Secretary prior to affiliating, or a member of his or her family affiliating, with a law firm or accounting firm that provides services to the Company.

The securities laws impose severe sanctions upon any individual who uses material non-public information for his or her own benefit or discloses it to others for their use. Directors who have access to confidential information as a result of their Board service are not permitted to use or share that information for securities trading purposes or for any purpose other than the conduct of the Company’s business. All non-public information about the Company or its clients should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.

Directors are prohibited from taking for themselves, whether for personal use or for the use of organizations with which they are affiliated, opportunities that are discovered through the use of Company property, information or position, without the consent of the Board of Directors. No Director may use Company property, information, or position for improper personal gain. No Director may compete with the Company. Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Although members of the Board have at all times full and unrestricted access to members of management and employees of the Company, any work assignments to employees of the Company must be coordinated in advance with senior management.

The Company adheres to a policy of fair dealing in all its activities. Directors shall endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

Interactions with existing or prospective Company clients, suppliers and vendors are business relationships that should be treated as such. The inappropriate giving or receiving of gifts and entertainment can jeopardize a Director’s or the other party’s objectivity in such business relationships and also create regulatory risks. To avoid such problems, an appropriate starting point for analysis of any situation is to ask yourself whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage Raymond James’ reputation.

The basic principle is that no gift or entertainment should be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment.

Entertainment and business generation expenditures, when aggregated per relationship, must not be so frequent or so extensive as to create the potential for conflicts of interest or any suggestion of impropriety. In applying these principles, “gifts and entertainment” should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, social events, corporate tickets, Company sponsored events, food, drink, transportation and/or lodging accompanying or relating to such activity or event (and irrespective of whether any business is being conducted during, or is considered attendant to, such event) and any similar items.

Directors must comply with all applicable anti-bribery and anti-corruption laws. These laws prohibit offering, agreeing to furnish, soliciting, or accepting bribes to or from government officials or non-governmental persons or entities to bring about or affect business decisions. No Director may offer or give, directly or indirectly, any gift, favor, kickback, or other improper payment or consideration to any customer, supplier, or government official, including, without limitation, any foreign government official, or any other person for assistance or influence concerning any transaction affecting the Company. In addition, no Director may ask for or accept, directly or indirectly, any gift, favor, kickback or other improper payment or consideration from a customer, government official or any other person in consideration for assistance or influence concerning any transaction affecting the Company.

Each Director, during his or her term as a Director and after leaving the Board, must maintain the confidentiality of information entrusted to him or her by the Company and its customers, except when disclosure is required by law or regulation, or is otherwise expressly authorized in advance by the Board or the Company’s Legal Department. Confidential information includes all non-public information that might be of use to the Company’s competitors, or that, if disclosed, might be harmful to the interests of the Company, other parties who have business dealings with the Company, or its customers. It also includes information that customers and vendors have entrusted to the Company.

This obligation does not limit Directors from making disclosures under any applicable “whistleblower” law or regulation.

Directors shall protect the Company’s assets and ensure the efficient use of such assets and that such assets are used for legitimate business purposes. Directors may not use Company assets, labor, proprietary or other information, for personal use, unless approved in advance by the CGN&C Committee, or as part of a compensation or expense reimbursement available to all Directors.

The accuracy and completeness of corporate records is critical to the Company’s business operations, compliance with legal and regulatory requirements and the preparation of financial statements. The Board requires that Company records, including the accurate accounts of the Board, be retained according to applicable corporate policies and as required by law.

Directors should promote ethical behavior and encourage an environment in which the Company encourages employees to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. It is the policy of the Company to not permit retaliation for reports of misconduct by others made in good faith.

Any suspected violations of the Directors’ Code should be reported promptly to the Chairman of the Board and the Legal Department. The Board shall determine appropriate actions to be taken in the event of violations of this Directors’ Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Directors’ Code. In determining what action is appropriate in a particular case, the Board shall take into account all relevant information, including the nature and severity of the violation, whether the violation appears to have been intentional or inadvertent, and whether the individual in question had been advised prior to the violation as to the proper course of action.

Any waiver of this Directors’ Code may be made only by the Board and will be promptly publicly disclosed as required by law or stock exchange regulation.

The Board shall annually review and reassess the adequacy of the Directors’ Code and make any amendments to the Directors’ Code that the Board deems appropriate.