BGC Voice and Electronic Brokerage

ORDER EXECUTION POLICY FOR PROFESSIONAL CLIENTS

1. Introduction
The Markets in Financial Instruments Directive (MiFID) comes into force on 1st November 2007. One of its requirements is that BGC implement a ‘Best Execution Policy’. Information on the BGC Best Execution Policy is set out below.

2. Scope
The BGC Best Execution Policy applies when BGC executes orders or receives and transmits orders on your behalf.

BGC will be executing orders on your behalf where you legitimately rely on us to protect your interests in relation to pricing or other aspects of the transaction that may be affected by how BGC executes the order. For example this will be the case when BGC:

executes an order by dealing as agent;
executes an order by dealing as riskless principal on your behalf; and
“works” an order on your behalf.

BGC will not be executing orders on your behalf (and will not therefore owe a duty of best execution) where we publish a quote or provide a “request for quote” service and you transact with us on the basis of that quote.

3. The Quality of Execution
When executing orders on your behalf in relation to financial instruments, we will take all reasonable steps to achieve what is called “Best Execution” of your orders. This means that we will have in place a policy and procedure designed to obtain the best possible execution result for your order.

We will take into consideration a range of different factors such as price, the cost of the transaction, the need for timely execution, the liquidity of the market, the size of the order and the nature of the financial transaction. We will also take into account your understanding and experience of the market in question, your dealing profile, the nature of the dealing service you require of us and the specific and general instructions given to us by you which may prioritise how we are to execute your orders.

In the absence of specific instructions from you, we will exercise our own discretion in determining factors we need to take into account for the purpose of providing you with Best Execution.

Our commitment to provide you with Best Execution does not mean that we owe you any fiduciary responsibilities over and above the specific regulatory obligations placed upon us or as may be otherwise contracted between us.

4. Exemptions from Best Execution
There are certain circumstances where the Best Execution obligation does not apply:

Eligible Counterparties
If you are classified as an Eligible Counterparty the rules relating to Best Execution do not apply.

Market Practices in OTC markets
In the wholesale OTC derivative and fixed income markets in which we operate it is normal practice for our clients to approach a number of different brokers and dealers for quotes. Clients then make their own decision to trade based on these quotes. In these circumstances there is no expectation between the parties that BGC is acting ‘on behalf’ of the client, and therefore Best Execution does not apply.

Name Passing Transactions
When we act in a name passing (or name give-up) capacity we are receiving and transmitting clients’ orders. However, as we are not receiving and transmitting clients’ orders for execution, the requirements in respect of Best Execution do not apply.

Specific Instruction
When you give us a specific instruction in relation to your order, or any particular aspect of your order, including an instruction for your trade to be executed on a particular venue, we will execute the order in accordance with your instructions. In following your instructions we will be deemed to have taken all reasonable steps to have provided you with the best possible result for the aspect of the order to which the specific instruction relates.

Please be aware that any specific instructions from you may prevent BGC from taking steps that it has designed and implemented to obtain the best possible result in respect of the elements covered by those instructions.

In addition when you place an order on a multilateral trading facility (MTF), the best execution provisions of MiFID will not apply to the operator of the MTF as your order will be classified as a specific instruction.

Although the Best Execution rules do not apply in the above circumstances, we will still continue to act in your best interests and provide you with the same high standard of service which we apply to all client orders.

5. Execution Factors
We will have regard to the following factors when taking steps to obtain the best possible result when executing your orders:

price
costs
speed of execution
likelihood of execution
speed of settlement
likelihood of settlement
size of the order
nature of the order
any other consideration relating to the execution of the order

We will take into account the following criteria when determining the relative importance of the above factors:

the characteristics of the client
the characteristics of the order

the characteristics of the financial instrument subject to the order
the characteristics of the order execution venues to which that order can be directed

When executing orders on your behalf, the relative importance that we assign to the factors in providing you with Best Execution is in most cases price followed by speed and likelihood of execution. The other executing factors will then be determined on the basis of discussions with you and on market conditions which may be subject to sudden change.

6. Execution Venues
Execution venues (sources of liquidity) will be selected on the basis that the venue is likely to provide the best possible result for the order. These will include:

Regulated markets
Market makers or other liquidity providers
Multilateral trading facilities (MTFs)

Some client orders will therefore be executed on venues not deemed to be either Regulated Markets or MTFs, for example when an order is executed through BGC’s client base. You are required to give your express consent to enable us to execute orders on your behalf in this manner. Please ensure that you return the Client Acknowledgment and Consent slip.

BGC will assess on a regular basis the quality of the execution afforded by these venues on which we execute your orders and whether we need to change any execution arrangements.

We will take steps so that we do not structure or charge commissions in a way which will discriminate unfairly between execution venues.

Please also note that, as a regulated market will charge exchange fees which reflect the quality of its execution facilities, we have to price the cost of our own business model and the utilisation of our capital to support our dealing with you (including carrying the risk of those dealings e.g. credit risk) as part of our assessment of the quality of execution offered to you.

7. Monitoring the Best Execution Policy
We will continually monitor the effectiveness of the policy. We will review annually, or whenever a material change occurs, the quality of execution afforded and whether we need to change our execution arrangements. This policy will be posted on our website and you are advised to review the website from time to time for any material changes.

8. General Consent
There is a requirement to obtain your prior consent to this order execution policy. If we receive an order from you on or after 1 November 2007, you will have deemed to have given your consent to this policy.

Definitions:

BGC – BGC International, BGC International, L.P., BGC Brokers, L.P., BGC Brokers Limited or any branch thereof located in the EEA and BGC Financial, L.P., UK branch.

Execution Venue – A regulated market, an MTF, a systematic Internaliser, or a market maker or other liquidity provider or an entity that performs a similar function in a third country.

Financial Instruments – Instruments specified in Section C of Annex I to MiFID.

MiFID – The European Parliament and Council Directive on markets in financial instruments (no. 2004/39/EC).

Multilateral Trading Facility (MTF) – A multilateral system, operated by an investment firm or a market operator, which brings together multiple third party buying and selling interests in financial instruments - in the system and in accordance with non discretionary rules – in a way that results in a contract in accordance with the provisions of Title II of MiFID.

Dealing on Own Account – Trading against proprietary capital resulting in the conclusion of transactions in one or more financial instruments.

Professional Client – A client meeting the criteria laid down in paragraph 1 of Annex II of MiFID.

Regulated Market – A multilateral system operated and / or managed by a market operator which brings together or facilitates the bringing together of third party buying and selling interests in financial instruments in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.

Systematic Internaliser – An investment firm which, on an organised, frequent and systematic basis, deals on own account by executing client orders outside a regulated market or an MTF.

BGC Entities

NAME	FSA No.	Company No.	VAT No.
BGC Brokers L.P.	454814	LP011453	577 406809
BGC Brokers Ltd	206009	02226337	577 406809
BGC International L.P.	417972	LP009901	577 406809
BGC International	140842	01976691	577 406809
BGC Financial L.P. (UK Branch)	198037	FC022920	577 406809
Tower Bridge International Services L.P.	N/A	LP011810	577 406809

COMPLAINT AND INVESTIGATION PROCEDURES FOR ACCOUNTING, INTERNAL ACCOUNTING CONTROLS, OR AUDITING MATTERS

It is the policy of BGC Partners, Inc. (the “Company”) and its Audit Committee (the “Audit Committee”) to treat complaints about accounting, internal accounting controls, auditing matters, or questionable financial practices (“Accounting Complaints”) seriously and to handle their review expeditiously.
If requested by any Company employee, the Company will protect the confidentiality and anonymity of the employee to the fullest extent possible, consistent with its need to conduct an adequate review of the Accounting Complaint. Vendors, customers, business partners and other parties external to the Company will also be given the opportunity to submit Accounting Complaints; however, the Company is not obligated to keep Accounting Complaints from non-employees confidential or to maintain the anonymity of any such non-employees.
PROCEDURES
Receipt of Accounting Complaints
Any person may submit an Accounting Complaint to representatives of Morgan, Lewis & Bockius LLP: (1) by writing to Morgan, Lewis & Bockius LLP, c/o Chris Jensen, Esq., 101 Park Avenue, New York, NY 10178-0060, ATTN: BGC Partners Whistleblower; (2) by calling 1-877-309-1499; or (3) by sending an email to bgcpartnerswhistleblower@morganlewis.com. Employees submitting this information need not provide their name or other personal information and reasonable efforts will be used to conduct the investigation that follows from an Accounting Complaint from an employee in a manner that protects the confidentiality and anonymity of the employee submitting the Accounting Complaint.
Treatment of Accounting Complaints

1. An Accounting Complaint made under these procedures shall be directed by Morgan, Lewis & Bockius LLP to the Company’s General Counsel or other designated Company legal counsel (in either case, “Company Counsel”) and the Chairman of the Audit Committee. Complaints received by Morgan, Lewis & Bockius LLP that do not constitute Accounting Complaints shall be directed by Morgan, Lewis & Bockius LLP only to the Company’s General Counsel or other designated Company legal counsel.

2. Company Counsel and the Chairman of the Audit Committee shall review the Accounting Complaint, and may jointly investigate it or may agree to assign another employee, outside counsel, advisor, expert or third-party service provider to investigate, or assist in investigating, the Accounting Complaint. Company Counsel and the Chairman of the Audit Committee may direct that any individual assigned to investigate an Accounting Complaint work at the direction of or in conjunction with Company Counsel, the Chairman of the Audit Committee, or any attorney in the course of the investigation.

Access to Reports and Records and Disclosure of Investigation Results
All reports and records associated with Accounting Complaints are considered confidential and access will be restricted to members of the Audit Committee, the Company’s legal department, employees of the Company or outside counsel involved in investigating an Accounting Complaint as contemplated by these procedures. Access to reports and records may be granted to other parties at the discretion of the Audit Committee or the Company Counsel.

BGC Partners, Inc. Audit Committee Charter

Purpose
The Audit Committee of BGC Partners, Inc. (the “Company”) is appointed by the Board of Directors of the Company (the “Board”) to oversee the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. In that regard, the Audit Committee assists the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s internal audit function and independent auditors, and (4) the compliance by the Company with legal and regulatory requirements. The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “Commission”) to be included in the Company’s annual proxy statement.

Committee Membership
The Audit Committee shall consist of no fewer than three members. Each member of the Audit Committee shall meet the independence and experience requirements of NASDAQ Marketplace Rules and the Securities Exchange Act of 1934 (the “Exchange Act”). All members of the Audit Committee shall be able to read and understand fundamental financial statements. No member of the Audit Committee shall have participated in the preparation of the financial statements of the Company in the past three years. At least one member of the Audit Committee shall be an “audit committee financial expert” as defined by the Commission. Notwithstanding the foregoing, members who do not meet the NASDAQ definition of independence may serve on the Audit Committee to the extent permitted by NASDAQ rules and Commission rules and regulations, as such rules and regulations are in effect from time to time. The members of the Audit Committee shall be appointed and may be replaced by the Board.

Meetings
The Audit Committee shall meet as often as it determines necessary but not less frequently than four times annually. The Audit Committee shall meet periodically in separate executive sessions with management, the internal auditors and the independent auditor, and have such other direct and independent interaction with such persons from time to time as the members of the Audit Committee deem appropriate. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Committee Authority and Responsibilities
The Audit Committee shall have the sole authority to appoint, determine funding for, and oversee the outside auditors, when such auditors are acting in such capacity (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
The Audit Committee shall pre-approve all auditing services, internal control-related services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimis exception for non-audit services that are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.
The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to engage and determine funding for independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors employed by the Audit Committee, as well as funding for the payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
The Audit Committee shall make reports to the Board to the extent it deems necessary or appropriate. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Audit Committee, to the extent it deems necessary or appropriate, shall:

Financial Statement and Disclosure Matters

• Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.

• Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditor’s review of the quarterly financial statements.

• Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

• Review and discuss with management and the independent auditor any major issues as to the adequacy of the Company’s internal controls, any special steps adopted in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting.

• Review and discuss with management (including the senior internal audit executive) and the independent auditor the Company’s internal controls report and the independent auditor’s attestation of the report prior to the filing of the Company’s Form 10-K.

• Review and discuss quarterly reports from the independent auditors on:

all critical accounting policies and practices to be used;

all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and

other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

• Discuss with management the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information.

• Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.

• Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

• Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

• Review disclosures made to the Audit Committee by the Company’s CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

• Ensure that a public announcement of the Company’s receipt of an audit opinion that contains a going concern qualification is made promptly.

Oversight of the Company’s Relationship with the Independent Auditor

• Review and evaluate the lead partner of the independent auditor team.

• Obtain and review a report from the independent auditor at least annually regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years

respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues. Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and internal auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.

• Obtain from the independent auditor a formal written statement delineating all relationships between the independent auditor and the Company. It is the responsibility of the Audit Committee to actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for purposes of taking, or recommending that the full Board take, appropriate action to oversee the independence of the outside auditor.

• Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.

• Recommend to the Board policies for the Company’s hiring of employees or former employees of the independent auditor.

• Discuss with the independent auditor material issues on which the national office of the independent auditor was consulted by the Company’s audit team.

• Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.

Oversight of the Company’s Internal Audit Function

• Discuss with the independent auditor and management the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.

Compliance Oversight Responsibilities

• Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act has not been implicated.

• Obtain reports from management that the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company’s Code of Business Conduct and Ethics. Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Business Conduct and Ethics.

• Approve all related party transactions.

• Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters including, without limitation, requiring quarterly reports from internal and external legal counsel regarding such complaints.

• Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies.

• Discuss with the Company’s General Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.

Limitation of Audit Committee’s Role
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

BGC Partners, Inc. Code of Business Conduct and Ethics
The reputation and integrity of BGC Partners, Inc. (the “Company”) are valuable assets that are vital to the Company's success. Each employee of the Company, including each of the Company's officers, as well as each director, is responsible for conducting the Company's business in a manner that demonstrates a commitment to the highest standards of ethics and integrity.

The purposes of this Code of Business Conduct and Ethics (this “Code”) are to focus directors and employees on areas of ethical risk, provide guidance to help directors and employees recognize and deal with ethical issues, provide mechanisms to report unethical conduct and foster a culture of honesty and accountability. No code of conduct can replace the thoughtful behavior of an ethical director or employee. Accordingly, dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether this Code specifically addresses such conduct.

This Code is based upon the following core values:

In all of the Company's relationships, including those with the public, shareholders, customers, suppliers, regulators, business partners, directors and employees, each director and employee must demonstrate a steadfast commitment to:
• Integrity

• Honest and ethical conduct;

• Compliance with laws, rules and regulations;

• Avoidance of conflicts of interest and the appearance of such conflicts;

• Full, fair, accurate and timely disclosure by the Company to the public;

• Proper delegation, guidance and oversight;

• Prompt internal reporting of violations of this Code; and

• Accountability for complying with this Code.

Implementation and Oversight of this Code
The Company's Board of Directors (the “Board”) is ultimately responsible for the implementation of this Code, which shall be effective on June 1, 2004 following an implementation period. The Company's Audit Committee (the “Committee) will review and approve, consistent with Nasdaq listing standards, related party transactions that must be disclosed in proxy statements or other filings pursuant to rules adopted by the Securities and Exchange Commission. The Company's General Counsel and one or more of his or her designees (the “ Compliance Officer ”) will administer this Code and serve as Compliance Officer for employees and officers other than the Chief Executive Officer and the General Counsel. The Chairman of the Committee will serve as the Compliance Officer for the Chief Executive Officer and the General Counsel. Non-employee directors will report to the Board of Directors.

Questions regarding the application or interpretation of this Code are inevitable. You should feel free to direct questions to the Compliance Officer.

Statements in this Code to the effect that certain actions may be taken only with the “Company's approval” mean that the Compliance Officer or, as appropriate, the Board or the Committee must give prior written approval before the proposed action may be undertaken. You should read this Code in conjunction with all of the Company's other policy statements and compliance procedures, including, for example, the Company's insider trading policy, compliance manual and employee handbook.

We may ask you to certify on an annual basis that you are in full compliance with this Code and, in the discretion of the Compliance Officer, with related policy statements. All employees will receive periodic training on the contents and importance of this Code and related policy statements and the manner in which violations must be reported and waivers must be requested.

Requests For Waiver Of Any Provision of this Code

You must submit any requests for a waiver of a provision of this Code in writing to the Compliance Officer a reasonable period in advance of the proposed conduct for appropriate review. Any waiver with respect to a director or executive officer must be approved by the Board, and, where appropriate, upon prior review and recommendation of the Committee. . However, for actions which require approval, requests for permission subsequent to a given action may be approved from time to time if, for example, such failure to request was inadvertent or for good cause.

In some circumstances, the Company must publicly disclose a waiver and/or amendment of this Code. In addition, if a waiver is granted, the Company may have to publicly disclose the nature of the granted waiver, including any implicit waiver, the name of the party or parties benefiting from the waiver, the date of the waiver, and any other disclosures required by Securities and Exchange Commission (“SEC”) rules or Nasdaq listing standards.

Compliance with Laws and Regulations

A variety of laws applies to the Company and its operations, and some carry criminal penalties. These laws include, but are not limited to, federal and state laws relating to the Company's business, including federal occupational safety laws, and its status as a public company. Examples of criminal violations of the law include, among others;

• making false or misleading disclosures in documents filed with the SEC;

• trading on inside information;

• stealing, embezzling or misapplying the Company's funds or other assets; or

• using threats, physical force or other unauthorized means to collect money.

It is the responsibility of each director and employee to comply with the laws, rules, and regulations applicable to the Company and/or to him or her personally. No director or employee may delegate that responsibility to another person or to the Company.

Conflicts of Interest
The Company requires each of its employees and directors to promptly report his or her outside associations and personal business, financial and other relationships and activities that may involve a conflict of interest or appearance of a conflict of interest between such employee or director and the Company to the Compliance Officer, unless such relationship or activity was already reported, so that the Company can take steps to address such conflicts of interest. The term “outside association” includes any commercial, familial or otherwise material affiliation, association or employment of an individual other than with the Company.

It is impractical to conceive of and set forth rules that cover all situations in which a conflict of interest may arise. The basic factor in all conflict of interest situations is, however, the division of loyalty or the perception of a division of loyalty, between the Company's best interests and the interests of the employee or director that could possibly affect, or appear to affect, the employee's or director's judgment or actions relating to the Company. Guidelines with respect to some sensitive areas in which potential conflicts of interest are likely to occur are set forth below. It is important to keep in mind that the following is not an exhaustive list of problem areas but rather a guide in applying the Company's basic conflict of interest policy to any situation. The important criterion is adherence to the spirit of this Code.

Notwithstanding the foregoing, the relationship between the Company and Cantor Fitzgerald shall not be governed by this Code as it is currently prescribed by agreements between the Company and/or otherwise subject to review of the Audit Committee.

Business Relationships

An employee or director may have a conflict of interest if he or she, a member of his or her family, or his or her business partner or associate owns or has a substantial direct or indirect interest in, or incurs indebtedness to, an entity with which the Company has or is seeking to have a business relationship or with which the Company competes or is seeking to compete. Investments in small amounts of stock or bonds of a large publicly-held company should not, without more, give rise to any conflict of interest. The question of when an investment may become so substantial as to possibly affect, or appear to affect, an individual's judgment is largely dependent on the particular circumstances and must be addressed on a case-by-case basis.

A conflict of interest may also arise when an employee or director, a member of his or her family or his or her business partner or associate holds a position as director, officer, employee, advisor or partner of, or consultant, broker, finder or intermediary for, an entity with which the Company has or is seeking to have a business relationship or with which the Company competes or is seeking to compete.

The Company expects that each director and employee will not discharge his or her Company duties and responsibilities under circumstances that could discredit the Company, unduly cause unfavorable criticism of the Company or impair public confidence in the Company's integrity. Thus, such associations, interests and business relationships that might cause the employee or director not to act in the best interests of the Company, or that might appear to cause divided loyalties, will be permitted only after they are first reported, reviewed and addressed in the manner prescribed by this Code, or otherwise established by the Committee.

Acceptance of Gifts

Any form of a gift that influences an employee to act in a particular manner with regard to our business is a bribe and is not allowed. In some circumstances, it may be customary or appropriate to exchange gifts and entertainment with customers and
suppliers and it similarly may be customary and appropriate to arrange or take part in programs and events that include meals and lodging. Similarly, ordinary course business meals and entertainment are appropriate and not in violation of this Code. The key is to keep an arm's length relationship and avoid excessive or lavish gifts, events or personal financial transactions that give the appearance of undue influence. An employee should also avoid personal financial transactions with customers and suppliers that may influence the employee's ability to perform his or her job

Outside Activities/Employment

Any outside association by employees, including activities with other entities, should not encroach on the time and attention you are expected to devote to your duties and responsibilities to the Company or adversely affect the quality or quantity of your work product. In addition, employees are prohibited from taking part in any outside employment without the Company's prior approval. Under no circumstances is any employee or director permitted to compete with the Company or take for himself or herself or his or her family members or your business partners or associates any business opportunity that belongs to the Company or its affiliates or that the employee or director discovers or that is made available to the employee or director by virtue of his or her position with the Company. The status of the Company, and its employees, as affiliates of Cantor Fitzgerald, shall not, in and of itself, be a violation of this section.

Civic/Political Activities

The Company supports the participation of its employees in civic, charitable and political activities so long as such participation does not encroach on the time and attention that the employee is expected to devote to his or her duties and responsibilities to the Company. Employees are to conduct any such activities in a manner that does not involve the Company or its assets or create an appearance of Company involvement, endorsement, sponsorship or support.

Transactions with Cantor Fitzgerald

Given the potential for a conflict of interest to arise with respect to Cantor Fitzgerald, the Audit Committee closely monitors all transactions between the Company and Cantor Fitzgerald on an ongoing basis to ensure that they are on fair and reasonable terms.
Reporting Procedure for Conflicts of Interest and Related Party Transactions

Each employee must report promptly to the Compliance Officer and each executive officer and director (including the Compliance Officer) must report promptly to the Committee the existence of any association, interest, relationship or activity, as it arises, that actually involves or may appear to involve a conflict of interest. In addition, each employee and director must report all related party transactions that the Company will have to disclose publicly under SEC rules because of the Nasdaq-listing standard that requires an independent committee of the Board to approve all such transactions. Failure to report such relationships, activities, interests and related party transactions will be a ground for disciplinary action, which may include dismissal. Where the nature of the association, interest, relationship, activity or transaction is such that an employee or director believes that he or she is unable to disclose the details of the matter without breaching other confidences, the Compliance Officer or Committee as appropriate may, if justified, discuss with you a resolution of the conflict consistent with all of such employee's or director's responsibilities. We encourage directors and employees to consult with the Compliance Officer as soon as possible upon learning of an association, interest, relationship, activity or transaction that could result in a conflict of interest or the appearance of a conflict of interest or could require public disclosure.

The Compliance Officer or, where appropriate, the Committee or the Board will review your disclosures of any conflict of interest or related party transaction and determine the appropriate manner by which the Company's approval or disapproval would be provided. You must cooperate fully in the review process by providing all information that the Compliance Officer, the Committee or the Board deems necessary to its review. Company actions with respect to the conflict of interest will take into account the spirit of this Code.
All associations, interests, relationships, activities or transactions disclosed by any director or employee in accordance with this policy shall be held in confidence unless the best interests of the Company dictate otherwise, or as otherwise required by law.

Resolution of Conflicts

In all cases, conflicts of interest must be handled in an ethical manner; they must be fully disclosed and considered prior to being resolved. The Compliance Officer or, where appropriate, the Committee or the Board will handle all questions of conflicts of interest.
The Compliance Officer and, as appropriate, the Committee or the Board, may determine, upon review of all relevant facts, that the conduct does not amount to a conflict of interest, or may provide guidance to avoid a conflict from developing.

An actual or potential conflict of interest may be resolved in a number of ways, including the following:

• In the case of an offer of a gift, including entertainment or meals, the appropriate resolution may be for you to accept or reject the gift;

• The Compliance Officer may determine the proper action alone or in consultation with the Audit Committee or the Board;

• An employee may appeal the determination by the Compliance Officer of a conflict of interest to the Audit Committee;

• Any association, interest, relationship or participation in a transaction that is fully disclosed in writing to, and is approved in writing by, the Compliance Officer, the Committee or the Board will not be deemed to involve a conflict of interest for purposes of this Code;

• If it is concluded that a conflict of interest actually exists, the Committee or the Board may suspend the individual from some or all of an individual's duties and responsibilities or require he or she to perform other duties and responsibilities with the Company for such period of time as deemed appropriate or may request that he or she resigns from his or her position with the Company;

• In the event that the reported conflict of interest involves an outside association, the Company may permanently cease doing business with that association; or

• In the event that the reported conflict of interest involves a director, the director may be required to recuse himself from discussions and any decision by the Board on a matter.

Full, Fair, Accurate and Timely Disclosures by the Company to the Public

All employees who participate, directly or indirectly, in the preparation of the financial and other disclosures that the Company makes to the public, including in its filings with the SEC or by press release, must, in addition to complying with all applicable laws, rules and regulations, follow these guidelines:

• Act honestly, ethically and with integrity;

• Comply with this Code;

• Endeavor to ensure full, fair, timely, accurate and understandable disclosure;

• Managers should, through leadership and communication, make sure that employees of the Company understand the Company's obligations to the public under the law with respect to its disclosures, including that results are never more important than compliance with the law;

• Raise questions and concerns regarding the Company's public disclosures when necessary and ensure that such questions and concerns are appropriately addressed;

• Provide the Company's directors, employees, outside auditors, attorneys, consultants and advisors involved in the preparation of the Company's disclosures to the public with information that is accurate, complete, objective, relevant, timely and understandable;

• Act in good faith, responsibly and with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated by others;

• Proactively promote honest and ethical behavior among peers in our work environment;

• Achieve proper and responsible use of and control over all Company assets and resources employed by or entrusted to such employees;

• Record or participate in the recording of entries in the Company's books and records that are full and accurate to the best of such employee's knowledge; and Comply with the Company's disclosure controls and procedures and system of internal controls.

Fair Dealing

Each director and employee should deal fairly and in good faith with the Company's customers, suppliers, regulators, business partners and others. No director or employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information or other similar unethical or improper conduct.

Delegation of Authority

Each employee, and particularly each of the Company's officers, must exercise due care to ensure that any delegation of authority is reasonable and appropriate in scope, and includes appropriate guidance and continuous oversight and monitoring. No authority may be delegated to employees who the Company has reason to believe, prior to the delegation, may have a propensity to engage in illegal or unethical activities.

Handling of Confidential Information

Directors and employees should observe the confidentiality of information that they acquire by virtue of their positions at the Company, including information concerning the Company's customers, suppliers, business partners or associates, competitors and other employees, except where disclosure is approved by the Company or otherwise legally mandated.

Prompt Internal Reporting of Violations of this Code

If a director or employee violates or thinks he or she has violated any provision of this Code, or if he or she observes, learns of, or, in good faith, suspects that another person subject to this Code has violated any of its provisions, such employee or director must immediately report the actual or suspected violation to the Compliance Officer or the Chairman of the Committee and must cooperate in any investigation of any actual or suspected violation of this Code.

If an employee or director reports an actual or suspected violation by another in good faith, he or she will not be subject to retaliation of any kind. A violation of the requirement to report violations or suspected violations, or to cooperate in an investigation of a violation or suspected violation of this Code, may result in disciplinary action, which may include dismissal.

Accountability for Complying with this Code

Reported violations of this Code will be investigated, addressed promptly and treated confidentially to the extent possible. We strive to impose discipline for each Code violation that fits the nature and particular facts of the violation. The Company uses a system of progressive discipline. We generally will issue warnings for less significant, first-time violations. Violations of a more serious nature may result in other measures, such as suspension without pay, demotion, temporary or permanent change in duties or responsibilities, loss or reduction of bonus or option awards, or any combination of these or other such disciplinary actions, such as termination of employment.

Certain violations of this Code that go unaddressed are treated by the SEC as implicit waivers of this Code. Accordingly, a violation by a director or executive officer that is discovered and not addressed may have to be disclosed in accordance with the rules and regulations of the SEC or applicable listing standards. In such cases, the Company will have to disclose the nature of any violation, the date of the violation and the name of the person who committed the violation.

DISCLAIMERS AND LEGAL INFORMATION

NAME

FSA No.

Company No.

VAT No.

BGC Brokers L.P.

454814

LP011453

577 406809

BGC Brokers Ltd

206009

02226337

577 406809

BGC International L.P.

417972

LP009901

577 406809

BGC International

140842

01976691

577 406809

BGC Financial L.P.(UK Branch)

198037

FC022920

577 406809

Tower Bridge International Services L.P.

N/A

LP011810

577 406809

BGC Financial L.P.
(UK Branch)