ANTI-MONEY LAUNDERING (AML) POLICY

A. FIRM POLICY

It is the policy of Mill Creek Residential Trust, LLC (MCR) to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities.

Money laundering is generally defined as engaging in acts designed to conceal or disguise the true origins of criminally derived proceeds so that the proceeds appear to have derived from legitimate origins or constitute legitimate assets. Generally, money laundering occurs in three stages. Cash first enters the financial system at the “placement” stage, where the cash generated from criminal activities is converted into monetary instruments, such as money orders or traveler’s checks, or deposited into accounts at financial institutions. At the “layering” stage, the funds are transferred or moved into other accounts or other financial institutions to further separate the money from its criminal origin. At the “integration” stage, the funds are reintroduced into the economy and used to purchase legitimate assets or to fund other criminal activities or legitimate businesses. Examples of types of fraudulent activities include ponzi schemes, cybercrime, and other investment-related fraudulent activity.

Terrorist financing may not involve the proceeds of criminal conduct, but rather an attempt to conceal either the origin of the funds or their intended use, which could be for criminal purposes. Legitimate sources of funds are a key difference between terrorist financiers and traditional criminal organizations. In addition to charitable donations, legitimate sources include foreign government sponsors, business ownership, and personal employment. Although the motivation differs between traditional money launderers and terrorist financiers, the actual methods used to fund terrorist operations can be the same as or similar to methods used by other criminals to launder funds. Funding for terrorist attacks does not always require large sums of money and the associated transactions may not be complex.

B. UNDERSTANDING THE NATURE AND PURPOSE OF CUSTOMER RELATIONSHIPS

MCR will understand the nature and purpose of Customer relationships and assess Customer risk based on information such as:

• The type of Customer;
• The service being offered;
• Capital sources;
• The Customer’s domicile.

MCR applies heightened scrutiny to any high-net-worth individual underlying investors, any investors or asset purchasers located outside the United States, and any purchasers using financing not from a known, reputable lender. When working with a placement agent to source capital, MCR works with the placement agent to perform due diligence on the underlying investor.  If a joint venture partner acts as a capital allocator investing capital raised from third-party investors, MCR investigates to confirm the identity and nature of those underlying investor(s).

For commingled funds, MCR’s Fund Administrator will utilize ID Register to perform AML and Know Your Customer (KYC) verification.

1. Potential Red Flags in Customer Due Diligence and Interactions

• The Customer provides the firm with unusual or suspicious identification documents that cannot be readily verified or are inconsistent with other statements or documents that the Customer has provided. Or, the Customer provides information that is inconsistent with other available information about the Customer.
• The Customer is domiciled in, doing business in or regularly transacting with counterparties in a jurisdiction that is known as a bank secrecy haven, tax shelter, high-risk geographic location (e.g., known as a narcotics-producing jurisdiction, known to have ineffective AML/Combating the Financing of Terrorism systems) or conflict zone, including those with an established threat of terrorism.
• The Customer is a trust, shell company, or private investment company that is reluctant to provide information on controlling parties and underlying beneficiaries.
• The Customer exhibits unusual concern with the firm’s compliance with government reporting requirements and the firm’s AML policies.

2. Responding to Red Flags and Suspicious Activity

When an MCR associate detects any red flag, or other activity that may be suspicious, they will notify their supervisor and the firm will determine whether or not and how to further investigate the matter. This may include gathering additional information internally or from third-party sources or contacting the government.

3. ASSET ACQUISITION AND DISPOSITION

For acquisitions with numerous investors, MCR considers employing a third-party investment due diligence administrator.

All property sales are closed through a title company that performs KYC checks.

4. CUSTOMER AML AND KYC REQUIREMENTS

MCR requires clients and joint venture partners to provide AML and KYC representatives.

5. CONFIDENTIAL REPORTING OF AML NON-COMPLIANCE

MCR associates are required to promptly report any potential violations of the MCR AML policy. Such reports will be confidential, and the associate will suffer no retaliation for making the report.

INSIDER TRADING

Insider trading occurs when a person trades in a company’s securities using material inside information—that is, information that is not publicly available and that could reasonably affect a person’s decision about whether to buy or sell the securities.  It also occurs when a person gives material inside information to someone else who trades on it.  Insider trading is a serious violation of the law and can result in severe civil or criminal penalties, including imprisonment.

MCR’s insider trading policy is below:

As a Mill Creek associate, you may become aware of material inside information about companies with which Mill Creek does business.  You must never use material inside information (even if you acquired it as a “tip” from others) to trade in any company’s securities.  This prohibition also includes trading in derivative securities, such as calls and puts, and engaging in short selling or other hedging transactions.  In addition, you may not provide material inside information to any other person, including members of your family or your friends, or assist any other person in buying, selling, or entering into any other transaction using material inside information.  The rules that relate to insider trading are complex.  If you are not sure whether these restrictions apply to you, you should consult your attorney before making any decision to buy, sell, or trade in a security, or before you disclose any information to another person.  As a general rule, non-public information concerning a company’s business, financial prospects, regulatory or legal matters, or management issues, is often considered “material.”

CODE OF BUSINESS & ETHICS

Mill Creek Residential Trust, LLC requires all associates to adhere to the following Code of Business Conduct and Ethics policy:

PROTECTION AND USE OF COMPANY ASSETS AND INFORMATION

1.1 CONFIDENTIALITY

During the course of your employment with the Company, you may acquire and/or make use of confidential or proprietary information developed by the Company or its clients.  Confidential information includes, among other things, all non-public information that might be of use to competitors, or that could be harmful to the Company or its customers, if disclosed (“Confidential Information”).  The protection of the Company’s Confidential information is essential to its continued success.  Examples of Confidential Information include, but are not limited to, sales data forecasts, price practices, company policies and procedures, personnel files, computer records, and financial and marketing data.

Associates must not at any time, directly or indirectly, use or disclose to any person any Confidential Information (regardless of whether such information qualifies as a “trade secret” under applicable law) that they produce or obtain during employment with the Company, except to the extent such use or disclosure is required by their jobs.  However, nothing in this policy or elsewhere in this Handbook restricts a non-supervisory associate from discussing his or her wages, hours, or working conditions with other associates or with third parties, or from otherwise engaging in concerted protected activity.  Further, associates should immediately notify their supervisors or another manager if they receive any subpoena for Confidential Information.

After leaving the Company’s employment, you may not take, use, publish or in any way disclose without prior written consent, any Confidential Information or trade secrets of the Company or any of its affiliated businesses.  All documents, manuals, records, data or other information belonging to the Company must be returned upon termination of employment.

All associates are expected to cooperate fully with governmental and other law enforcement agencies in the course of an investigation.  However, prior to any such cooperation, associates are required to notify management in order to determine whether counsel should be present.

CONFLICTS OF INTEREST

2.1 CONFLICTS OF INTEREST

The purpose of this Conflict of Interest policy is to protect the best interests of the Company by ensuring that all organizational decisions are made to promote the best interests of the Company without favor or preference based on personal considerations.  Every associate of the Company (including but not limited to, temporary, regular part-time, and full-time associates) has a primary business responsibility to the Company and must avoid conflicts of interest.  This policy applies to all situations in which an actual or potential conflict of interest or the appearance thereof may arise.  The Company relies on the judgment of each individual associate to avoid such practices.

A “conflict of interest” may arise in any situation when an associate takes actions or enters into relationships that oppose the interests of the Company or interfere with the associate’s performance or independent judgment when carrying out his or her duties, or a situation in which an associate’s loyalties are or may be divided between the Company’s business interests and an associate’s outside business or personal interests.  Even if no actual conflict of interest exists, situations that create the appearance of such a conflict may harm the Company or its reputation and, as such, should be avoided.

Any associate who is found to have violated the Conflicts of Interest policy, may be disciplined, up to and including discharge.

All associates shall exercise the utmost good faith in all matters relating to their duties and responsibilities at the Company.  In the performance of these duties and responsibilities, they shall at all times act in the best interest of the Company and shall not use their positions, or confidential information gained therefrom, to their personal advantage.  It is not possible to describe every instance in which a conflict of interest might arise.  Without limiting any general standards set forth herein, the following are some examples of activities that may create a conflict of interest, and therefore, require disclosure:

Financial Interest

Direct or indirect financial or other interest (or those of related parties) in any business or entity which has a business or financial relationship with or is a competitor of the Company may constitute a conflict of interest.  An associate shall not be deemed to have a “substantial financial interest” in any corporation, firm, association or other entity whose securities are publicly traded solely because such person owns in the aggregate, or has an aggregate beneficial interest of less than 5% of the Company’s outstanding shares.

Employing and Supervising Relatives

The Company permits the hiring of family members of associates.  As a general rule, however, relatives are not permitted to work for the same manager, nor will an associate be permitted to supervise a relative.  In this context, “relative” means a spouse, domestic partner, parent, child, or sibling, including step and half-relations, or any other individual living in the same household as the associate.  The Company reserves the right to transfer associates to another department or take such other action as it deems appropriate if any associate’s personal relationship interferes with his or her performance or causes any actual, potential or perceived conflict of interest.

Workplace Fraternization Policy

MCR strongly discourages any supervisor/manager from engaging in a “romantic” or sexual relationship with any associate, or from otherwise engaging in any conduct that is designed or may reasonably be expected to lead to the formation of a “romantic” or sexual relationship.  However, MCR also recognizes that such relationships occasionally form.  Accordingly, if a romantic or sexual relationship between a manager/supervisor and an associate should develop, it shall be the responsibility and obligation of both the manager/supervisor and the associate to promptly disclose the existence of the relationship to the Human Resources Department.  Failure to disclose a relationship of this nature may lead to disciplinary action.

Upon being informed or learning of the existence of such a relationship, the Company will take all steps that it, in its sole discretion, deems appropriate.  At a minimum, the associate and manager/supervisor will not thereafter be permitted to work together on the same matters (including matters pending at the time disclosure of the relationship is made), and the manager/supervisor must withdraw from participation in activities or decisions (including, but not limited to, hiring, evaluations, promotions, compensation, work assignments and discipline) that may reward or disadvantage any associate with whom the manager/supervisor has or has had such a relationship.

This policy shall apply without regard to gender and without regard to the sexual orientation of the participants in a relationship of the kind described.

Service in Other Entities

Service as a director, trustee, officer, partner, associate, manager, or consultant, or other activity taken on behalf of a business or entity which has a business or financial relationship with or is a competitor of the Company may constitute a conflict of interest.

Acceptance of Gifts, Gratuities, Payments, Etc.

Solicitation and/or acceptance by associates or related parties of gifts, gratuities, kickbacks, bribes, payments or consideration of any kind, loans (other than loans at customary rates of interest from established banking or financial institutions), or other favors from any person or organization that does, or is seeking to do, business with or establish a relationship with the Company constitute conflicts of interest, except (i) non-cash gifts of nominal value (less than $100.00) and (ii) reasonable business meals and entertainment provided in the regular course of business.

Transactions with Family or Personal Friends

Associates may not transact business on behalf of the Company with a member of their immediate family or any other person with whom there may exist a personal, business, or financial relationship.

Outside Employment

Associates are to conduct only MCR business while at work.  Associates may not conduct personal business or business for another employer during their scheduled working hours.  However, associates may accept outside employment, provided that such outside employment in no way:

1. Interferes with their job duties, schedule, or performance;

2. Creates a conflict of interest or is incompatible with their position, including accepting outside employment involving organizations that are doing or seek to do business with the Company, including actual or potential vendors, customers; or competitors; or

3. Violates the Company’s policies or rules.

4. Associates who wish to engage in additional employment must discuss with their immediate manager and submit a request in writing to the Company’s Human Resources Department. If the additional employment is authorized, MCR assumes no responsibility for it, and authorization to engage in additional employment can be revoked at any time if such employment creates a conflict of interest or otherwise interferes with the associate’s job duties and obligations to MCR.  MCR shall not provide workers’ compensation coverage or any other benefit for injuries occurring from or arising out of additional employment.

5. If, during any type of leave of absence, an associate engages in other employment without prior written approval from the Human Resources Department, the Company may consider the associate as having resigned.

Disclosures of Potential Conflicts of Interest

Any associate who has or may have a conflict of interest (or who is aware of another Company associate’s potential conflict of interest or appearance thereof) shall immediately disclose such conflict to his or her supervisor.  The supervisor will then review the potential conflict with the Company’s COO, CEO, or the Human Resources Department.

PURPOSE AND SCOPE

At Mill Creek Residential (“Company”), we put a lot of thought into who we are, what we do, and why we do it. Our mission, core values, and other principles of the Mill Creek Way drive our long-standing commitment to business ethics, environmental stewardship, diversity, equity and inclusion, and creating enduring value for all our stakeholders.

We are dedicated to conducting business with the highest standards of business ethics. Through our Code of Ethics and Business Conduct (the “Code”), we have established Company standards for ethical business practices and regulatory compliance. Our Code is applicable to all of our associates and leaders, each of whom has a personal responsibility to uphold our standards.

Similarly, we expect our vendors, service providers, contractors and consultants, as well as their employees, agents and subcontractors (collectively referred to as “Vendors”), to embrace our commitment to integrity and personal responsibility by complying with the Vendor Code of Ethics and Business Conduct (the “Vendor Code”) at all times while conducting business with or on behalf of the Company. To the extent the Vendor Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, our Vendors should strive to adhere to these higher standards.

OPERATIONS

• Demonstrate a commitment to quality and sustainability in all business
• Comply with all applicable anti-corruption, antitrust and fair competition
• Uphold the integrity and confidentiality of data, recordkeeping, and intellectual
• Maintain a safe information technology (IT) environment and adhere to directives and requirements regarding data security.

HUMAN RIGHTS

• Conduct employment practices in compliance with all applicable laws and
• Prohibit the use of child labor in accordance with ILO Convention
• Prohibit the use of forced labor in any form, including employers or recruiters lodging identity papers or deposits, trafficking, and debt or prison
• Prohibit any form of verbal abuse, mental or physical coercion, or corporal
• Comply with all local labor laws and standards regarding working hours, minimum wage, overtime, public holidays, and payday requirements.
• Prohibit inhumane
• Forbid retaliation against whistleblowers in accordance with federal, state, and local laws, as

HARRASMENT & DISCRIMINATION / DIVERSITY, EQUITY & INCLUSION

• Maintain a work environment characterized by professionalism, and respect for the dignity of every individual with whom employees interact, including one that is free of discrimination, harassment, and retaliation against job applicants and employees based on race, color, sex, religion, national origin, age, physical or mental disability, genetic disposition or carrier status, AIDS or HIV-positive status, veteran or military status, citizenship, sexual orientation, gender identity or perceived identity, marital status, familial status, pregnancy or pregnancy-related conditions, status as a victim of domestic violence, or any other characteristic protected by federal, state or local
• Proactively identify local and diverse suppliers who can support business operations effectively and promote strategic objectives with high quality goods and services, innovation, competitive pricing, reliability and customer We desire to promote an environment that provides sourcing opportunities to a wide range of local and diverse business types because we believe these partnerships contribute to the prosperity and development of the communities in which we operate.
• We encourage our Vendors to foster diversity within their workforce and provide an equitable, inclusive, and nondiscriminatory working environment in which all employees are valued and empowered to Mill Creek strongly believes that integrating diversity, equity and inclusion throughout the entire business improves the employee and customer experience, enhances innovation, and is critical to business success.

HEALTH & SAFETY

Mill Creek is committed to maintaining a healthy and safe work environment. All Vendors are expected to integrate sound health and safety management practices into all aspects of their business, and must, without limitation:

• Provide safe working environments for employees and provide all employees with adequate information and instruction on health and safety concerns.
• Ensure a safe environment for any employee, resident, and customer accessing the premises where the vendor is
• Promote a safe and healthy work environment in accordance with all applicable laws and
• Prohibit the use of alcoholic beverages, except at sanctioned events, and prohibit the possession, use, distribution or sale of illegal drugs and other controlled substances under all circumstances while on duty or on the premises of the Company or any
• Do not tolerate violence or threats of violence in, or related to, the work environment. Do not permit any individual to have firearms or weapons of any kind on company property or vehicles, while on the job or off-site while on company business.

ENVIRONMENTAL

Mill Creek is committed to sustainability and the protection of the environment. Our commitment to environmental, social, and corporate governance practices are outlined on the Corporate Responsibility page of our company website, found here.

Vendors are encouraged to share our commitment by meeting or exceeding the requirements of applicable environmental laws and regulations and promoting sustainable business practices, which we consider in determining whether to engage a vendor. At a minimum, our vendors are expected to, without limitation:

• Obtain, maintain and keep current all required environmental permits and registrations and follow the operational and reporting requirements of such permits.
• Have the appropriate management policies and procedures in place to minimize material environmental impacts and comply with all applicable environmental laws and
• Resolve to reduce waste of all types, including energy and water, by implementing appropriate conservation measures in all applicable facilities, through maintenance and production processes and by recycling, re-using or substituting
• Ensure that any hazardous materials used in the course of Vendor’s work will be handled, stored, managed, and disposed of in accordance with applicable

Mill Creek may consider the environmental performance as a factor in determining whether to engage a Vendor.

GIFTS / ENTERTAINMENT

• The nature of any gifts or entertainment must not, by their quality, quantity or timing, be used by Vendors to gain improper advantage or preferential treatment from Mill Creek

BUSINESS INTEGRITY

Mill Creek Residential is committed to the highest standard of business ethics and integrity. We believe in doing business with third parties that embrace and demonstrate high principles of ethical business behavior. We expect our vendors, contractors, consultants, partners, and those who are temporarily assigned to perform work for us to act ethically and in a manner consistent with our Vendor Code.