The highest standards of professionalism and ethics are expected of all employees, officers and directors of RS CTA LLC (the "Company"). The success of the Company's business depends on its shareholders' perception of the Company's honesty and integrity. No employee, officer or director may get what he or she wants by breaking the law or other rules or by engaging in dishonest business practices.

The Company seeks to ensure that all of its business practices are consistent with local economic and social priorities. Although regional customs and business environments may vary in terms of ethical standards, the Company's business must always be conducted with honesty and integrity.

This Code of Business Conduct and Ethics (this "Code") explains the basic concepts and standards to which all employees, officers and directors are expected to adhere and reflects the Company's commitment to a culture of honesty, integrity and accountability.

In addition to adhering to this Code in all aspects of your business activities, you are expected to seek guidance in any situation where there is doubt about compliance with both the letter and spirit of the Company's policies and applicable laws. The specific policies and procedures contained in the various employee handbooks of the Company and its subsidiaries (the "Employee Handbooks") do not supersede the general principles set forth in this Code. Your cooperation is essential to the Company's continued business success and to developing and maintaining its reputation as a good corporate citizen.


All employees, officers and directors have a responsibility to protect against improper or illegal disclosure of proprietary or confidential information. Employees, officers and directors must protect the Company's trade secrets and confidential information at all times, both while employed by or associated with the Company and thereafter (unless disclosure is required by law or permitted by the Company).

Confidential information includes any non-public information that, if made public, could be useful to competitors or harmful to the Company or its customers. It also includes data that consumers and suppliers have entrusted to the Company. Financial information is particularly sensitive and should always be kept private unless the Company has authorized its disclosure or the information has already been made public.

Employees should not discuss personal compensation information, except as provided below, and employees (other than Human Resources personnel) should not provide personal or employment information (i.e., references) about current or former employees to third parties. These are the basic rules to follow when dealing with the Company's confidential and proprietary information. Only an employee's start date, last day of employment and position will be confirmed by the Human Resources Department. Salary verification requires written authorization.

This policy is not intended to apply to or restrict conduct that is otherwise protected by law, such as engaging in protected concerted activity under Section 7 of the National Labor Relations Act, which includes discussing wages, hours and/or working conditions. Of course, the Company will not enforce this policy in a manner that violates the legal rights of employees.


Employees, officers and directors owe a duty to the Company to advance its legitimate interests whenever they have the opportunity to do so in the course of performing their duties or responsibilities. Employees, directors and officers are prohibited from (i) using Company assets, knowledge or position for personal gain; (ii) using Company assets, knowledge or position for competitive advantage; and (iii) competing with the Company to the material detriment of the Company in any of the foregoing situations.

The Audit Committee, in the case of an executive officer or director, or the Legal Department, in the case of any other employee, will determine whether any of the foregoing would be to the material detriment of the Company based on all relevant facts and circumstances, including whether the Company has previously declined to pursue such proposed opportunity for its own benefit.


The efficient and responsible use of the Company's resources and assets should be encouraged by all employees, officers and directors. Assets owned, leased or otherwise in the possession of the Company, such as confidential information, funds, supplies, products, materials, software, facilities and other assets, may only be used for authorized business purposes. They must never be used for illegal activities. Even if you leave the Company, you must continue to fulfill this responsibility. The Company's profitability is directly affected by theft, negligence and waste.

The efficient and responsible use of the Company's resources and assets should be encouraged by all employees, officers and directors. Assets owned, leased or otherwise in the possession of the Company, such as confidential information, funds, supplies, products, materials, software, facilities and other assets, may only be used for authorized business purposes. They must never be used for illegal activities.

Even if you leave the Company, you must continue to fulfill this responsibility. The Company's profitability is directly affected by theft, negligence and waste. Any suspicion of fraud or theft should be reported immediately for investigation. 5 Each employee, officer and director is individually responsible for taking all reasonable steps to safeguard the Company's assets entrusted to his or her care. The Company's property, products and intellectual property, such as trademarks, trade secrets, patents and copyrights, as well as business, legal and marketing plans, manufacturing ideas, designs, records, unpublished data and reports, employee information and other proprietary information, are all subject to this obligation to safeguard the Company's assets.


The laws of the cities, states and countries in which we do business must be respected and obeyed by all employees, officers and directors, and any appearance of improper conduct must be avoided. Failure by an employee, officer or director to comply with this Code and applicable laws will result in disciplinary action, up to and including termination from the Company.

In addition, if you become aware of any information that you believe shows that the Company or any employee, officer or director has materially violated any law, rule or regulation applicable to the Company and the conduct of its business, you should bring it to the attention of the Legal Department.


All employees, officers and directors must always put the Company's best interests first. A conflict of interest exists when an employee, officer or director of the Company is in a position to (i) compete with the Company rather than support it, or (ii) make a business decision based on his or her own personal benefit rather than the Company's best interests (for example, if you direct the Company to do business with a company that you, your friends or relatives control without obtaining the necessary prior approvals as required by the SE). Conflicts may also arise when an employee, officer or director acts in a manner that interferes with his or her ability to properly perform his or her duties and obligations, or when he or she has personal or family responsibilities. 

Conflicts of interest may also arise when an employee, officer or director receives improper personal benefits as a result of his or her position with the Company (other than in accordance with the Company's policies regarding entertainment, gifts, favors and gratuities set forth in the separate employee handbooks). To avoid even the appearance of a conflict of interest, the Company prohibits the use of Company vendors by (i) any director, executive officer, senior vice president or country manager, or (ii) any employee who deals with a Company vendor as part of his or her regular job duties, except for common carriers and utilities at published rates.
It is against Company policy for any employee to resell goods purchased from the Company at a discount, and all discounted sales from the Company to its employees are for the personal use of such employees. Because it is not always easy to determine whether a conflict of interest exists, all potential conflicts must be reported promptly to the General Counsel, the Senior Vice President of Human Resources and the Senior Vice President of Internal Audit in the case of a potential conflict involving an executive officer or director, or to the employee's supervisor or a Human Resources representative in the case of a potential conflict involving any other employee.

If it is necessary to maintain the anonymity of the identity in order to address the issue, confidentiality will be maintained, except as necessary to conduct an effective investigation or as required by applicable law, regulation or legal process.

The Company recognizes that transactions with any of its directors, executive officers, shareholders owning 5% or more of the Company's voting stock, or members of their immediate families or entities affiliated with them, may present potential or actual conflicts of interest and may create the appearance that decisions are being made by the Company that are not in the best interests of the Company or its shareholders.


In addition to the Company's own high manufacturing standards, each item must be manufactured, packaged and labeled in full compliance with all applicable regulatory requirements. The Company prides itself on the quality of its products. In addition, all marketing and advertising conducted by the Company must be truthful. All business and merchandise-related innovations, concepts, advances, discoveries, and ideas that an employee has during the course of his or her employment with the Company belong to the Company and the employee has no ownership interest in them. In addition, the Company's trademarks are important assets that define the Company's brand. The Company believes that all employees must always work to protect the Company's trademarks. On rare occasions, individuals or other third parties may attempt to sell counterfeit goods using the Company's trademarks. It is your responsibility to notify the Legal Department as soon as possible if you come across merchandise that is not sold through a Company store or outlet, authorized department store, or specialty store, but bears one of the Company's trademarks on its labels, price tags, hang tags, packaging, or in any other way.


Each employee, officer and director should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees in the performance of his or her duties and obligations. No employee, officer or director should engage in any illegal activity, manipulation, deception, abuse of privileged knowledge, distortion of material facts or any other unfair-dealing practice that would take unfair advantage of another person.


The Company strictly complies with antitrust laws and supports free and open competition. In general, any interaction with a competitor may raise antitrust issues. Therefore, all employees, officers and directors should avoid any such contact involving the Company's business or the competitor's business without first obtaining the approval of the Legal Department. The following are the Company's general guidelines for dealing with competitors: It is illegal for competitors to make price agreements, whether written or oral. In other words, these agreements alone constitute antitrust violations. There are no circumstances in which agreements between competing companies on prices can be justified. Price fixing is a crime that can result in significant fines and penalties for the company, as well as jail time and fines for the guilty employee.

Even in the absence of a formal price agreement, antitrust laws may be violated. In some cases, a price-fixing agreement can be inferred from actions such as the exchange of price information and contacts between competing companies, even without an express agreement. Although the exchange of pricing information is permitted under certain conditions, Company personnel should not engage in such exchanges without first obtaining the approval of the Law Department.

Competitors who overtly or implicitly agree to allocate markets by geography or customer are violating the antitrust laws.

The antitrust laws specifically prohibit competitors from agreeing not to do business with a particular customer or supplier. The antitrust laws can be violated even in the absence of an explicit agreement, such as agreements to fix prices.

Any interactions between competing companies on matters involving customers or suppliers should be avoided because they may violate antitrust laws.


The Company, like any other party with whom it does business, is responsible for certain tax obligations. The Company takes these obligations seriously and requires the same of its vendors and other third parties that represent it. As an employee or director, you are expected to refrain from taking any action that could jeopardize the Company's tax payment obligations and to refrain from assisting third parties with whom you come into contact in the course of your work to evade taxes. 

Tax evasion is a crime that occurs when someone intentionally tries to avoid paying taxes, and anyone who helps them does so at the risk of being held accountable. Please refer to the Company's separate Non-Facilitation of Tax Evasion Policy for more details on the Company's position on tax evasion and facilitation.


The Company is committed to providing a respectful work environment for all employees. Every person has the right to work in an environment that promotes equal employment opportunity (free from harassment or discrimination based on age, disability, citizenship status, marital status, sexual orientation or any other characteristic protected by law) and prohibits discriminatory acts, such as harassment. Harassment includes unwelcome sexual advances and derogatory comments based on race or ethnicity.

You are urged to speak up if you are uncomfortable with an employee's behavior and to report harassment. Retaliation against anyone who in good faith discloses a violation, including anyone who reports discrimination or harassment or participates in an investigation of a reported violation, is prohibited by the Company.


All employees will work in an environment committed to safety, health and comfort. The Company will not intentionally allow unsafe conditions to exist or allow employees to engage in unsafe behavior. Violence, physical intimidation or threats of violence will not be tolerated. Any work-related injury, no matter how minor, must be reported by any employee to his or her supervisor. In addition, it is against the law to use, possess, sell, or be under the influence of alcohol, illegal drugs, or controlled substances while on Company property, while conducting Company business, or while performing Company duties. Violation of this rule may result in termination of employment. In addition, smoking is not permitted anywhere on Company property.


When engaging in personal and civic affairs, employees must always make it clear that their views and actions are their own and not those of the Company. The Company respects the right of each employee to participate in the political process and to engage in political activities of his or her choice. Employees may not use Company resources to promote political parties, causes or candidates of their choice.


A bribe or other improper payment is not an appropriate method of conducting business and subjects both the Company and you to criminal and civil penalties. The Company does not support bribery of any kind, including funds used to "facilitate" or "grease" work. While all forms of commercial and public bribery are prohibited, special care must be taken when dealing with government officials, especially those working for government-owned companies, to avoid actual or apparent bribery. Improper payments are different from the reasonable, limited expenditures for entertainment described above. Any employee, officer or director who is unsure whether a particular expenditure may be considered a legal entertainment or an illegal bribe should refer the matter to the Law Department.


This Code cannot and is not intended to cover every scenario you may encounter. There will be times when you are faced with situations that are not addressed by policies or procedures, and you will need to decide what to do. The Company encourages you to exercise caution in these situations and to seek advice from your manager, supervisor, Human Resources or the Legal Department.