August 2023
This material was prepared by DXA Invest and all rights are reserved. Therefore, it may not be copied, reproduced or distributed without the express prior consent of DXA Invest.
Ethics is a word whose origin is in the Greek "ethos", and among its meanings, ethics is "the set of principles, values, and moral and conduct norms of an individual or social group or society", as defined by the Brazilian dictionary Michaelis.
DXA is committed to the highest standards of ethical and professional conduct, and this Code of Ethics and Conduct ("Code") provides guidance on how to uphold those standards. Additional instructions are included in each area's work manuals, policies and procedures because of its particular activities, operational risks or individual responsibilities. The Code and any work manuals, policies and procedures applicable to you and any other publications that address the conduct of officers, directors and employees ("Employees") are collectively referred to as "Documents.
DXA has ethics as a guiding principle for its operations. Accordingly, by implementing this Code, DXA aims for employees to conform to its virtues in order to promote a healthy and productive work environment.
It is only through personal and professional conduct in line with the highest ethical, legal, and moral integrity standards that one can build and maintain an image of excellence in the marketplace and achieve goals.
This Code supersedes any prior communications, policies, rules, practices and standards and/or guidelines to the contrary, whether written or oral.
This Code consists of basic standards of business practice with customers, potential customers, suppliers and service providers, as well as professional and personal conduct. Such standards require honesty and sincerity in carrying out the respective activities.
As described below, failure to comply with the guidelines set forth in this Code has both personal and corporate implications. Each case will be considered on an individual basis and any or all violations of laws applicable to DXA's business will be reported to the appropriate authorities for due process.
Personal Conduct
Because DXA is judged on the collective performance of its employees, you must always act in a manner that merits the client's trust. The following are our basic principles of personal conduct:
Corporate Conduct
Our corporate activities must earn the trust of our customers, employees and partners. The following are our basic principles of corporate conduct:
Employee Responsibilities
The reputation of any financial institution depends on the conduct and values of its Employees. Building and securing a good reputation involves:
As an Employee within DXA, you must:
Conflicts of Interest
You must avoid conflicts between your personal interests and the interests of DXA, or even the appearance of such conflicts. You must not act on behalf of DXA in any transaction involving persons or organizations with whom you or a family member has any financial or residual interest.
Broadly speaking, a conflict of interest includes any situation in which you engage in two or more activities or relationships that, on some level, are incompatible. Such situations may include activities, conduct, investments that could conflict with your duties at DXA, or that could adversely affect your judgment or job performance. The appearance of a conflict of interest can often be just as damaging as a conflict itself. You must exercise sound judgment before engaging in any activity or entering into any transaction that could potentially indicate a conflict of interest.
Work Conflicts and Outside Activities
If you decide to seek additional employment, engage in an independent venture, establish your own business, or provide services to another organization, you must disclose such activities to Compliance Management and obtain pre-approval from the Executive Committee to avoid potential conflicts. It goes without saying that Management must bring such a proposal to the attention of the Executive Committee. You should not seek such activities during DXA business hours or allow any outside commercial, civic or philanthropic activities to interfere with your work performance.
A conflict of interest may arise when you or a member of your family is a shareholder, director, officer, employee, consultant or significant agent of an organization that is a competitor of, or has a current or prospective business relationship with, DXA as a customer, supplier or contractor. In such instances, you must take steps to protect confidential information, remove yourself from situations where conflicts may arise, and otherwise take steps to ensure that outside activities do not conflict with or impede the performance of your obligations to DXA and do not affect the integrity, goodwill or public perception of DXA.
Own Business
It is forbidden to perform any parallel activity while working on the DXA.
Philanthropic Activities
DXA encourages and supports philanthropic activities. However, due to time constraints and potential conflicts of interest, employees should inform Compliance before serving on any board of a non-profit organization.
Duty of Loyalty
You owe a duty of loyalty to DXA. You must not deprive DXA of an opportunity or take advantage of an opportunity that belongs to DXA. In addition, you must not help others to do so if they are in a position to divert an opportunity for their own benefit.
DXA Customer Counseling
You may not provide legal, tax or investment advice to DXA clients except where your professional duties specifically authorize such an exercise:
Professional Services Recommendation
Occasionally, clients or other entities may ask you to help them find qualified professionals, whether individuals or companies. Under no circumstances may you make recommendations aimed at obtaining personal or professional benefits.
Gifts
You must not solicit or accept gifts from current or prospective clients or suppliers who are not family members. Gifts worth more than R$ 200.00 (two hundred reais) cannot be accepted. Gifts of cash, in any amount, cannot be accepted. You may accept gifts of up to R$200.00 (two hundred reais) or less, if refusing the gift would harm the relationship, and the circumstances are appropriate when the conflict of interest factors listed above are taken into account. Under no circumstances, however, may you receive gifts or anything of value from current or prospective customers or suppliers if there is an intention to corrupt. You are prohibited, on behalf of DXA, from giving, offering or promising anything of value to an Employee of another financial institution or of a different nature in connection with the conduct of any business if there is an intention of corruption.
You should give the same careful consideration to the appropriateness of gifts to DXA customers and suppliers as you would to any gifts you receive.
Relationship with Suppliers
If you are authorized to approve or award orders, contracts or commitments to suppliers of goods and services, you must do so based on objective business standards in order to avoid any real or perceived personal favoritism. DXA's business must be conducted strictly with fairness taking into account policies involving public relations, community reinvestment and other business compensation.
Interpersonal Relationship
DXA expects its Employees and service providers to contribute to the creation and maintenance of a calm and productive environment by collaborating and cooperating with each other.
In order to achieve the objectives of this Code, all Employees must observe the following standard of conduct:
Collaborators, service providers and other contractors are forbidden:
Relations between DXA areas should be characterized by cooperation, respect, and professionalism, based on a general understanding of the responsibilities of each.
The managers, as team leaders, must act to disseminate DXA's global vision among the people who work there, contributing to the maintenance of a high-level organizational climate and to the professional development of the Collaborators, who are primarily responsible for the fulfillment of the organization's mission.
Receipts
You are not allowed to give receipt, investment receipt to customers, suppliers or service providers on behalf of DXA.
Fair dealing
DXA will conduct its business fairly, promoting fair and open competition. You should not consider entering into agreements with customers, competitors or suppliers that would appear to violate, or directly violate, applicable laws and regulations regarding fair and open competition. In addition, you must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Confidentiality
Confidentiality is a fundamental principle of our business that is particularly applicable to non-public information as it relates to DXA and information received by DXA from a customer or supplier for an express business purpose. This applies with equal force to verbal or informal communications as well as written, printed or computer-generated information.
DXA Information
Non-public information about DXA should be disclosed to others only if its knowledge is necessary and would further a legitimate DXA business purpose. Information should be transmitted with the express understanding that the information is confidential and is to be used solely for the limited purpose for which it was received or given. Unless otherwise instructed, you must treat DXA's internal activities and plans as confidential, to be disclosed only within the internal structure of DXA and only on a need-to-know basis. All financial information regarding DXA, its affiliates or the Investment Funds managed by DXA is confidential unless it has been disclosed through reports to partners or published in newspapers or other media. It is DXA's policy to make its disclosure materials fairly available to the public.
Customer Information
DXA adopts extremely high standards of protection for personally identifiable confidential information obtained from or about a client, and recognizes its obligation to keep such client information secure and confidential. Such confidential information may include account balances and transaction data, asset and financial status, anticipated changes in management, business plans or financial projections. It is DXA's policy to provide customer information to outside companies only to conduct business, comply with applicable law, such as Law No. 13,709/2018 ("General Personal Data Protection Law" or "LGPD"), protect against fraud or other suspected illegal activity, provide products and services to customers, provide a good customer experience and fulfill a customer's request. Information shared will be limited to that which is necessary or legally required and subject to confidentiality agreements where applicable. In addition, you are authorized to access customer information only for a legitimate business purpose on a need-to-know basis. You are responsible for understanding your obligations to protect the confidentiality and security of customer information.
Supplier Information
Confidential competitor information submitted to DXA in connection with the purchase of products or services must be kept strictly confidential to avoid giving or receiving any improper advantage from competitors in connection with any supplier.
Disclosure of Information to the Media and the Market
No employee is authorised to make statements or give interviews on behalf of DXA. Any dissemination of information through the media must be made through the President of DXA or the Director designated by the Executive Committee. With respect to the marketplace, only directors and attorneys-in-fact are authorized to sign any documentation and to be legally responsible for DXA companies.
Selection, Hiring and Supervision of Service Providers
The definition of the hiring of suppliers and/or service providers will be based on technical, professional and ethical criteria. The selection will be made so as to meet the best cost x benefit ratio for the manager, taking into account the history of each professional to be hired. After the hiring, the service provider will be monitored to ensure the quality of the services provided.
DXA Ownership Information
All documents developed by DXA employees - such as business plans and proposals, contracts, customer lists, internal routines, software, codes, databases and reports in general - may represent valuable information that can be misused by people outside the business. All DXA employees are strongly encouraged to observe the proper handling of all such documents, preventing access to outsiders and to employees who do not need to know such information to perform their jobs.
DXA retains the ownership rights to any materials, products or services that you create that are related to the performance of your work at DXA, that use DXA resources (equipment, software) or that are created during your regular working hours.
Information Security Systems
If you have access to DXA's information systems, you are responsible for taking steps to prevent unauthorized access to these systems. You must safeguard your passwords and other means of access to the systems.
Employee Privacy
Information and communications on private computer systems are subject to review, monitoring and recording at any time without notice or permission. Unauthorized use or access may be subject to disciplinary or criminal action, as appropriate.
Insider Trading
There are laws that prohibit the purchase, sale, recommendation or other transfer of securities in cases of insider knowledge of substantial, non-public information about the issuer of those securities. These laws also prohibit the disclosure of such information to third parties who may market such securities. The consequences of "insider trading" violations can be severe, both for you and for DXA. DXA stresses this provision here to protect you from the serious liabilities and penalties that may result from violations of insider trading laws.
You may, from time to time, have access to substantial non-public information about DXA, its customers or suppliers or other companies. The following statement regarding the use and disclosure of such information applies to all of your activities, whether related to your official duties for DXA or your private business.
You may not buy, sell, recommend or otherwise trade in any security, either personally or on behalf of others, including for nominee accounts or DXA accounts, when you are in possession of material non-public information relating to such security, nor may you communicate or disclose material non-public information to others in any way in breach of your duty to keep such information confidential. You should consider a piece of information to be "material" if an average investor could consider it important to their decision to buy, sell or hold a company's securities (in other words, if that information is reasonably likely to influence the price of the securities, either positively or negatively). You should consider information to be "not in the public domain" when it is not generally available to the public or the investment community. For example, DXA usually considers information to be "not in the public domain" until the expiration of 24 hours after a press release, public filing with the CVM or publication of an article in a newspaper or other vehicle of general circulation.
You may not disclose or divulge to others substantial, non-public information about any company, either inside or outside DXA, except on a reasonable, "need to know" basis based on some legitimate business purpose of DXA or the company in question. Unlawful disclosure or "tipping" about any company to others who may transact business while in possession of that information may give rise to claims against the person who tips based on that information.
Violations of insider trading requirements may subject you to civil and criminal penalties, fines and imprisonment, and serious sanctions may be imposed on your managers and on DXA.
Proper use and ownership of DXA assets
Proper use of DXA assets and proper recording and documentation of such use is essential to DXA's financial strength and integrity. You must not misuse (including misuse of the Internet) or remove furniture, equipment, technology or supplies from our facilities unless specifically authorized. In addition, you must not use DXA assets, or your position, for personal gain or any other advantage.
Further information regarding your use of the Internet is set out in the Information Security Policy.
This policy also applies to assets created, obtained or copied by DXA for its exclusive use, such as software, customer lists or information, databases, computer systems, etc.
data processing, archives, reference materials, reports and the like. Neither originals nor copies may be used for any purpose other than DXA business.
Any assets that you create and any tangible contributions that you make to the development and deployment of DXA assets, whether directly or indirectly, while employed at DXA constitute the property of DXA and remain the property of DXA even when you leave your employment at DXA.
Misappropriation
Any person who willfully misuses, steals, or fraudulently appropriates any money, financial resources or anything of value belonging to DXA will be subject, in addition to disciplinary sanctions, to fine, imprisonment, reimbursement and any other action as may be required by law or DXA internal policy.
Official Documentation
You may not use DXAs letterhead, trademark, and other official documentation, or use the name "DXA" for any personal, unofficial purpose, as such use would imply endorsement by DXA.
Private Financial Conduct
Your financial activities should be conducted in a prudent and responsible manner, so as to be beyond the reach of any kind of criticism.
You cannot appear in credit protection systems such as Serasa, SPC. The registration in these systems can constitute a dismissal of the employment relationship.
Securities Trading / Investment Policy
Since your personal investments can lead to a conflict of interest, before making any investment you must obtain approval from the Executive Committee, who will keep track of such positions.
DXA expects you to conduct your personal affairs in a prudent and responsible manner. In addition, DXA encourages you to manage and develop your personal resources in a manner that is commensurate with your means, to maintain a sound financial situation and to invest responsibly and pursue long-term financial goals. You may never engage in investment practices that by their nature are or appear to be inconsistent with the Policy or that are illegal, improper, unethical or give rise to any actual or perceived conflict of interest.
It is the Collaborator's responsibility to inform the Compliance Department about personal investments.
It is worth mentioning that if personal investments are discovered without the proper communication, the Collaborator is subject to administrative and labor penalties.
Each and every investment made by a Collaborator must be guided by the following basic principles:
Loans
You may not lend, using Company funds, or borrow on behalf of DXA funds from customers, suppliers or service providers.
Service Expenses
You will be responsible for the detailed and timely reporting of these expenses. All such expenses must be normal, necessary to achieve the expected business objectives, and must have been subject to the necessary approvals and be in accordance with existing expense policies.
Fees
Except as specifically authorized by the Executive Committee, you may not accept a fee or commission in connection with any transaction entered into on behalf of DXA.
Compliance with the Law
You may not take any action, either personally or on behalf of the company, that constitutes a violation of any law, regulation or internal policy.
Compliance with anti-money laundering rules
DXA shall cooperate fully, in accordance with applicable laws, with efforts by relevant governmental agencies to prevent, detect and prosecute money laundering and terrorist financing. DXA may not knowingly do business with existing or potential customers (for purposes of this section, collectively, "customers") whose money is suspected of being derived from, or used for, criminal or terrorist activities. If DXA becomes aware of facts that give rise to a reasonable suspicion that any customer is involved in such activities, or that any customer's transactions are themselves criminal in their purpose, appropriate action must be taken in accordance with law. Such steps could include, for example, canceling business transactions with such customer, closing or freezing the customer's accounts, and reporting to the appropriate governmental authorities.
You must make every effort to determine the true identity of all customers who request DXA's products and services, to help prevent financial and commercial systems from being used as conduits to finance crime and terrorism. Business transactions cannot be conducted with customers who fail to provide adequate proof of their identities, or who attempt to mislead regulatory or law enforcement agencies by providing incomplete, altered or misleading information. It is vitally important that all Employees fully understand these actions, which may constitute a breach of applicable anti-money laundering laws, and report any potential irregularities.
Bribes and other improper payments
You may not use, either directly or indirectly, DXA's financial resources or property for any illegal or improper use. Similarly, you may not pay any bribe, commission, promise or anything of value to any person or entity, or accept anything of value from any person or entity to obtain or retain business or for any other reason. In addition, you may not grant any preferential credit to any representative, customer, director or principal shareholder of any existing or potential customer. This policy shall not be construed to limit the use of DXA's financial resources or other assets in the ethical pursuit of new business for DXA, within the normal course of the companies' business activities.
Accounting
DXA has established internal accounting and operating controls to ensure the integrity and objectivity of DXA's consolidated financial statements. You must maintain, and comply with, such controls so that all underlying transactions, both within DXA and with third parties, are properly documented, recorded and reported.
In addition, you must make full, accurate, timely and understandable disclosures through reports and documents as filed with or submitted to the Securities and Exchange Commission or in other public communications made by DXA.
Investigations
You must cooperate fully with any investigation, internal audit, external audit, or regulatory examination.
Reports on certain conduct
DXA may be held criminally liable if any of its Employees commit certain crimes. Similarly, if you have knowledge or information about the conduct of another employee, director or agent of DXA at work, which you could reasonably believe to be criminal, in substantial violation of any law or regulation, dishonesty (including misappropriation of DXA's financial resources or anything of value or improper recording of DXA's assets or obligations), breach of trust or other conduct capable of seriously damaging DXA's reputation, whether or not DXA is accused, you must immediately report the relevant facts to the Compliance Officer. In addition, if you become aware of any circumstances or activities that may be in conflict with the Code, you must report them to the Compliance Officer. You may not be retaliated against for having reported such information in good faith in accordance with this policy. Also in accordance with federal law, any crime or suspicious activity against or involving a financial institution must be reported to the competent regulatory agencies. You should be alert to situations that may constitute criminal fraud against or involving DXA. You are responsible for identifying and reporting relevant facts to the Legal or Compliance Department.
Correction Method
If there is no guidance available in the Documents or other corporate publications about a particular situation, you should first consult with your manager. If the situation cannot be resolved, or if it relates to something that is, or appears to be, in violation of an ethics policy, you should contact Compliance.
In connection with the resolution of any specific issue, the Compliance Office shall:
Supplemental policies and procedures
As noted above, you may be subject to compliance with policies and procedures supplemental to this Code, depending on your role or area of responsibility. From time to time, DXA may publish additional policies as deemed necessary or appropriate. Your manager should provide you with copies of all policies applicable to you.
Discipline
Violation of the Code or other internal procedures will constitute just cause for disciplinary action, including dismissal from employment.
Additional Information
If you have any questions about the Code, or its application to a specific issue, please contact Compliance.
Corruption is the act of paying, promising, giving or offering any undue advantage to a public official or a person related to them, in breach of any applicable legislation, even if the offer has not been accepted.
The concept is not limited to cash, but includes benefits and favors, payment of expenses, gifts, travel, entertainment, or anything of value.
These actions must not be carried out by any DXA Employee or third party acting on behalf of the Manager in relation to any public official, Brazilian or foreign, or their family members.
Donations, Political Contributions and Campaign Financing for Candidates
DXA and its employees do not make political or party donations, contributions or finance campaigns or candidates. DXA recommends to its Employees that any possible political activities do not impact their public life, bringing reputational risk to the Employee and, above all, if this risk can in any way be associated with DXA.
In this sense, DXA does not participate in activities aimed at financing or promoting a particular party or candidate with the intention of having its Funds chosen by pension funds or sovereign wealth funds (a practice known in the United States as "pay-to-play", which is forbidden to asset managers). Donations to charities may be made for legitimate philanthropic reasons, and donations with the intention of obtaining any undue advantage are not allowed. In addition, donations must not be made to charities in which civil servants or members of their families are involved.
Any and all charitable donations made by the Manager must go to institutions previously selected and registered by the Manager and approved by the Compliance area.
Internal Prevention Procedures
In the annual training that all employees receive, the Compliance department's procedure is to address relevant aspects of preventing and combating corruption.
Manager also adopts the following non-exhaustive internal procedures that seek to give effect to this Policy, as well as to minimize the risk of conflicts and violations of Brazilian anti-corruption laws and those of other jurisdictions that may be applicable to Manager:
6. FILE MAINTENANCE
The parameters and assumptions relating to the content of this document must be reviewed annually or on demand. All documents used or generated for its maintenance must remain archived, electronically or physically, for at least 5 (five) years, in accordance with the recommendations issued by the regulatory bodies and the Manager's Internal Policies.
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