Policy Guidelines: Code of Ethics and Business Conduct

This Code of Ethics and Business Conduct (this “Code”) sets forth the guiding principles and policies that govern the activities of Alif Assets Management Ltd . This Code explains the basic principles of ethics and business conduct for the Company.

Accordingly, this Code is intended to serve as a source of guiding principles for directors, officers and employees, who are expected to apply such principles to their day-to-day activities and seek advice whenever they are unsure about a particular situation.

1. Conflicts of Interest (General)

All directors, officers and employees of the Company are required to avoid any situation that would create a conflict, or gives the appearance of a conflict, between their own interests and the interests of the Company. A “conflict of interest” exists whenever an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a director, officer or employee (or a member of his or her family) receives improper personal benefits as a result of his or her position with the Company, whether from a third party or the Company.

The Company's directors, officers and employees are encouraged to utilize the banking, investments, insurance and other financial services provided by the Company (to the extent permissible by law), but all transactions between the Company and such persons should be (i) conducted on an “arm's length” basis, (ii) made or provided in the ordinary course of business, and (iii) made on market terms or terms that are no more favorable than those normally offered to the general public.

Conflicts of interest are prohibited as a matter of Company policy. Conflicts of interest may not always be clear-cut, so if a question arises, an employee should consult his or her supervisor or superior. Directors and officers should consult with either the Company's internal auditor or SEC counsel.

2. Confidentiality

All directors, officers or employees, during or subsequent to association or employment with the Company and without proper authority, may not give or make available to anyone, or use for his or her own benefit, information of a confidential nature derived from association or employment with the Company. Directors, officers and employees of the Company are expected not to divulge confidential information about the Company's business and are expected to use confidential information only in the performance of their duties.

All directors, officers and employees must safeguard any information that customers share in the course of doing business with the Company and must ensure that such customer information is used only for the reasons for which the information was gathered and in accordance with applicable laws .

3. Use and Protection of Company Assets

Company property should be used for the benefit of the Company and not for personal gain. Company property includes tangible assets such as buildings, equipment, including computer equipment, and office supplies, as well as intangible assets such as software and other intellectual property rights, business concepts and strategies, employee time, financial data and other information about the Company.

The Company considers all data and communication transmitted or received by or contained in the Company's electronic or telephonic equipment and systems or maintained in written form to be Company property. Employees and other users of the equipment or systems should have no expectation of privacy with respect to those data and communications.

4. Corporate Reporting

The Company is committed to full, fair, accurate, timely and understandable disclosure in public reports and documents that it files with, or submits or provides to, regulatory authorities, stockholders and the public. Depending on their position with the Company, a director, officer or employee may be called upon to provide necessary information to assure that the Company's corporate reports are complete, fair and understandable. The Company expects all directors, officers and employees to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to the Company's corporate disclosure requirements.

5. Public Communications

No director, officer or employee shall make statements or provide any information to the press, financial analysts, or any public forum about the Company and its business prospects unless they have specific authorization to do so. The potential legal risks from inaccurate statements include claims of false advertising, misrepresentation, breach of contract, securities fraud or antitrust violations.

Only the Company's Chief Executive Officer, Chief Financial Officer and Chairman of the Board, or employees specifically authorized by them, are authorized to speak with financial analysts or securities professionals. If an employee or director receives an inquiry from a journalist or financial analyst, he or she should refer it to the Chief Executive Officer or Chief Financial Officer.

6. Company Records and Financial Statements

All of the Company's books, records, accounts and financial statements must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. All financial data should be prepared promptly, carefully, and honestly and treated with discretion. Falsifying or altering records or reports or knowingly approving false or altered records or reports is prohibited. Records should always be retained or destroyed according to the Company's records retention procedures.

7. Compliance with Applicable Laws, Regulations, Policies and Procedures

The Company is subject to numerous federal, state and local laws, rules and regulations. All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their position with the Company.

8. Gifts and Entertainment

The giving and receiving of gifts, meals, services or entertainment can be important and respectable ways of building and maintaining legitimate business relationships. However, in order to maintain trust and integrity with the Company's business partners, it is important to be prudent when accepting gifts. No director, officer or employee should ever accept a gift that might be intended to influence, or appears to influence, a business decision.

Decisions about gift giving must be carefully evaluated. In general, the Company does not consider ordinary and reasonable business entertainment, or gifts of nominal value that are customary and legal, to be improper. However, the giving of improper gifts or payments can undermine customer relationships, damage the Company's reputation and subject the Company to legal penalties.

9. External Involvement

While the Company encourages its directors, officers and employees to be involved in outside activities, including charitable and political functions, federal law prohibits banks from making political contributions. At no time will any director, officer or employee solicit Company personnel for political contributions or coerce others into contributing to any organization. Conduct must not give the perception that benefit to the Company or connections are sought or desired.

Employees must report offers to sit on the board of directors of (i) an outside organization that has or desires a business relationship with the Company or (ii) any institution within the financial industry to senior management prior to acceptance. Directors and officers must report such offers to the company's Audit Committee.

Capitalizing on opportunities for personal gain or compensation outside of that which is provided by the Company for the performance of services for the Company is strictly prohibited. Employees must report all employment outside and in addition to employment with the Company to their immediate supervisor.