Code of Conduct

JAMESTOWN US-Immobilien GmbH - JAMESTOWN Vertriebs-GmbH

JAMESTOWN is in constant contact with a variety of people and organizations. Our corporate image depends upon our employees’ conduct in our daily business. There is no substitute for personal integrity and sound judgment. When faced with a difficult situation, employees should consider these questions:

1. Is my action or decision legal?
2. Is it consistent with the values and guidelines outlined hereunder?
3. Is it correct and free from personal interest?
4. Will my action or decision stand public examination? How would it read in a newspaper article? How would my action or decision be judged in five years’ time?
5. Will my action or decision protect the reputation of JAMESTOWN?

If the answer to each question is yes, the action or decision is most likely correct.

I. JAMESTOWN’S Policies

Our Ethical Commitment
Respect, tolerance, honesty and openness as well as integrity in relation to other employees and clients, and the willingness to assume social responsibility are the cornerstones of the Code of Conduct. These guidelines apply to all employees, irrespective of rank, and to all departments.

Quality
Our commitment to quality is central to our business. We are constantly working to improve our structures and operations in order to achieve the highest quality standards, for our products as well as our services and our management.

Customer Satisfaction
Our activities focus on the customer. Customer satisfaction is a key element of JAMESTOWN’s success. We are aware that we are judged by our conduct as much as by the quality of our service and products. We are constantly striving to achieve excellent results, thus preserving our customers’ confidence.

I. JAMESTOWN’S Policies

Transparency
We are committed to intelligible, accurate, comprehensive and timely communication to clients, employees, business partners and the press.

Laws and “Conduct of Business Rules”
JAMESTOWN acts in accordance with all laws and regulations governing its operations. The compliance with laws and internal guide lines (“Compliance”) falls within the responsibilities of Mr. Huf and Mr. Schmidt.

As a member of Zentraler Immobilienausschuss e.V., JAMESTOWN has compiled this Code of Conduct along the guidelines of the „Conduct of Business Rules in the Real Estate Industry“ as established by the “Initiative Corporate Governance of the Association of German Real Estate Industry”. These rules follow the principles laid down by the “Government Commission for a German Corporate Governance Code” (http://www.immo-initiative.de/kodex/grundsaetze.pdf).

I. JAMESTOWN’S Policies

Accounting and Reporting Standards
JAMESTOWN’s decision making process is founded upon honest and accurate financial reporting. Confidentiality of privileged information relating to security, personnel, as well as financial and accounting data is of particular importance. All business transactions must be reflected accurately in our records, in accordance with established procedures and auditing standards and accepted accounting rules. These records will reflect and describe the nature of the underlying transactions.

Money Laundering, Anti-Terror-Measures
JAMESTOWN complies with all laws and regulations designed to fight money laundering and terrorism (e.g. screening personal data against the OFAC sanctions list published by the Office of Foreign Assets Control of the US Treasury). Mr. Huf is the designed Anti Money Laundering (AML) Compliance Officer.

JAMESTOWN uses the Anti Money Laundering Rules Manual of JAMESTOWN Properties Corp. and receives regular updates of the so called OFAC Embargoes List from the Office of Foreign Assets Control of the US Departments of Treasury (OFAC).

I. JAMESTOWN’S Policies

Any business with those individuals is prohibited and must be reported. Ms Heil will answer general questions on OFAC; Mr Mördel is the contact person for technical questions relating to OFAC. This list names importers and exporters, shipping companies, countries as well as individuals who by US national authorities decision are being monitored, or who are subject to US embargo.

II. Standards of Professional Conduct in the Company

Company Assets
The private use of company property, including the services of JAMESTOWN employees, equipment, buildings and other property is prohibited unless specifically permitted. Each employee is responsible for the protection and proper use of JAMESTOWN’s property. Intellectual property is a valuable asset which must be protected from unauthorized use or disclosure. Such intellectual property includes trade secrets, confidential and proprietary information, copyrights, trademarks, logos, as well as client and sales partner lists, business opportunities and product specifications, whether they be owned by JAMESTOWN, by affiliates or by business partners.

Personal Responsibility and Commitment
The most precious assets of a company are the people and the spirit in which they work. We expect our employees to act entrepreneurial in the company’s best interest, and we respect their individual responsibility. We involve employees in our planning and decision-making to enable us to reach our goals reliably and confidently.

II. Standards of Professional Conduct in the Company

Mutual Respect and Openness
All relations between partners, directors and employees are guided by mutual respect, openness, honesty and the spirit of trust and cooperation. We give and seek feedback, and we communicate actively and openly. We deal constructively with controversial opinions in fair and open-minded discussions. We encourage employees to express their suggestions and concerns frankly. It needs open minds to boost team spirit.

Equal Employment Opportunity
Equal opportunity is an important component of our employment policy. We therefore encourage diversity and tolerance with the aim to achieve maximum productivity, creativity and efficiency. Employees are measured by their skills, performance and their ethical conduct. We do not discriminate or tolerate discrimination based on gender, race, religion, age, disability, sexual orientation, national origin or any other characteristics protected by law. Each employee is required to contribute to an environment of respect that precludes any kind of harassment.

II. Standards of Professional Conduct in the Company

Health Management
Our employees deserve to work in a safe and healthy environment. We therefore endeavor to observe health and safety regulations, and to promote our employees’ physical and emotional well-being.

III. Business Integrity

Privacy Policy
Employees must not disclose information subject to privacy regulations. Each employee has signed the Privacy Policy Agreement. Mr Helfrich has been appointed privacy officer.

Inside Information
Employees are prohibited from conveying inside information, regardless of whether they act for their personal advantage, or in the interest of a third party, or the third party acts on behalf of the employee.

Bribery and Corruption
We shall not tolerate bribery or corruption of any kind. As a matter of course, we comply with international anti-corruption standards as defined in the United Nations’ Global Compact and regulated by local anti-corruption and anti-bribery laws.

Gifts and Benefits
JAMESTOWN handles gifts and benefits true to the principles of lawfulness, accountability and adequacy. Gifts and benefits include any financial and non-financial gifts, such as ...

III. Business Integrity

money, business advantages, invitations and tangible assets that are offered to an employee, to his friends or his relatives, in connection with a current or potential business relationship.

Employees are prohibited from soliciting and accepting gifts or benefits from customers or business partners that may influence or appear to influence their conduct as a representative of the company. Gifts and benefits (e.g. invitations to events) exceeding € 35 p.a. in total must be authorized by management. Business entertainment is permissible within the limits of commonly accepted and ethically unobjectionable business practice. In case of doubt, employees should consult a member of the management.

IV. Corporate Social Responsibility

Environment
We acknowledge the impact of our business activities on the environment and endeavor to reduce our ecological footprint by means of precautionary measures and eco-friendly products and technology.
The German office, for example, in 2010 switched to using exclusively green electricity, making the same terms of supply available to employees as well. JAMESTOWN Timber is a sustainable green investment we have been offering since 2008. Likewise in 2008, we acquired the U.S. consulting company Green Street Properties LLC, Atlanta, thus expanding our area of expertise to include eco-friendly real estate management and development methods (LEED certification). JAMESTOWN aims at registering all new developments and as many existing buildings as possible for LEED certification.

Social Awareness
JAMESTOWN is aware of its responsibility to the community. In 1999, with the help of customers and business partners, we undertook to finance the construction of a SOS Children’s Village for 150 children in the Dominican Republic, and have continued to provide the annual maintenance ever since.

V. Compliance with the Code of Conduct

This Code of Conduct applies to the directors and all employees of JAMESTOWN. If you are not sure how to interpret the Code, or if you need advice with difficult decisions or with helping JAMESTOWN to implement the Code, please do not hesitate to refer to a member of management.

We encourage you to report any violation of this Code of Conduct you may know of to a member of management.

Cologne, May 2010
The Management