The purpose of this manual is to establish guidelines and rules so that the professionals who work at the Management Company act with probity, ethics, diligence and integrity in their activities. Therefore, it seeks to ensure that the Manager is "in compliance" with the regulatory and self-regulatory standards and the best market practices.
The word "Compliance" is a foreign term meaning compliance. Such compliance, therefore, is of utmost importance to DXA Invest ("DXA" or "Management").
Internally, DXA has a Risk and Compliance department, which is dedicated to ensuring that the Management Company complies with laws, regulations and financial market best practices. In order to ensure the area's independence, the Risk and Compliance Officer is not subordinated to the other officers, exercising her function in the area with discretion.
It is of the utmost importance to reiterate that, regardless of any legal requirements, integrity and ethics are pillars of the Management Company. And the Compliance area, with the collaboration of the entire DXA team, will always strive to ensure that the Management Company uses best practices.
All directors, board members, employees, interns and service providers, hereinafter referred to as "Collaborators", who may act in activities related directly and indirectly to the manager's core business, are subject to the norms of this Manual.
DXA's Compliance department is responsible for developing and maintaining the Company's Compliance Program, which includes periodic review and updating of this Manual, as well as implementing internal controls and adherence tests to monitor their effectiveness, and providing training to employees.
The Management Company's Compliance Program was developed in order to comply with the obligations established in CVM Resolution 21/21, in ANBIMA's self-regulation codes to which DXA adheres, as well as other rules, guidelines and Guidance Notices issued by these bodies, among other national and international best practices.
The Compliance area is primarily responsible for disseminating and supervising the Management Company's internal rules, controls and procedures, with the aim of mitigating the operational, regulatory, reputational and legal risks of its activity. Among its attributions are the ones listed below:
- Ensure compliance with current legislation, internal and external policies;
- Observe whether the Funds are in compliance with regulatory and self-regulatory standards;
- Develop and make available to the Executive Committee of the Management Company, annually, an Internal Controls Report, as established by art. 25 of CVM Resolution 21/21;
- Reviewing and updating, on an annual basis, the policies contained in the Manual. To assist in this complete annual review and evaluation, the Compliance area may hire specialized lawyers or consultants.
- To offer periodic training that covers relevant aspects about the Prevention of Money Laundering and Fighting Corruption to employees;
- It will carry out a previous analysis and registration of philanthropic institutions that can receive donations from the Manager;
- Represent the Management Company before rating companies, self-regulatory and best-practice organizations, and governmental bodies and agencies;
- Ensure that Employees have access to a Reporting Channel;
- Implement sanctions for any non-compliance with the provisions of this Manual;
- Control attendance to training sessions by means of an attendance list.
- Hold a Risk and Compliance Committee Meeting every six months or whenever necessary.
- Advice and consultative support regarding rules and regulations issued by regulatory and self-regulatory bodies;
- Supervise the implementation of Employee Training Programs and other operational procedures that comply with the standards set forth in this Manual;
- Compliance with regulatory forms, especially the Reference Form, being responsible for the updating and periodic review of these documents, including keeping the related information updated on the Management Company's website;
- Monitoring and updating of regulatory deadlines and standards applicable to the Management Company and disposed of without its regulatory agenda;
- To monitor the risks associated with compliance with regulatory and self-regulatory rules concerning the activities of the Management Company, as well as to analyze the risks of offering new products and services or even starting a relationship with clients that involve a certain degree of risk.
- Keep updated on the Management Company's website the policies whose publicity is required, both by CVM Resolution 21/21 and ANBIMA's self-regulatory rules;
- To elaborate the policies established in art. 16 of CVM Resolution 21/21, as well as to periodically monitor their effective compliance and fulfillment of the regulation precepts, through periodic tests;
- Inform the CVM whenever it verifies, in the exercise of its attributions, the occurrence or indications of violation of the legislation that the CVM is responsible for inspecting, within a maximum period of 10 (ten) business days from the occurrence or identification;
- Confirm, through the CVM WEB, between March 1st and 31st of each year, the registration information of the Managers kept in the form provided for in CVM Resolution 51/21, and, whenever necessary, update the referred database whenever any of its data is changed; and
- To take to the Risk and Compliance Committee any matters within its competence that it deems necessary or convenient to deliberate jointly with the other Committee members.
Daniela Maluf Pfeiffer is the officer responsible for the Compliance area of the Management Company. Under art. 4 of CVM Resolution 21/21, she will be the officer responsible for implementing and complying with the rules, policies, procedures and internal controls established in said Instruction.
Reporting directly to the Executive Committee, she has full authority over the implementation of DXA's Compliance Program and is familiar with capital markets legislation and regulations.
Broadly speaking, a conflict of interest includes any situation in which an employee participates in two or more activities or relationships that, to some degree, 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 as damaging as the conflict itself. Every employee must exercise sound judgment before committing to any activity or entering into any transaction that could potentially indicate a conflict of interest. In case of doubt, the Compliance area should be consulted, via e-mail compliance@dxainvest.com.
Conflicts between an employee's personal interests and the interests of DXA, or even the appearance of such conflicts, must be avoided. An employee must not act on behalf of DXA in any transaction involving persons or organizations with whom he or she or a family member has any financial or residual interest.
Under no circumstances will it be admitted that the Collaborator makes recommendations aimed at obtaining personal or professional benefits.
Collaborators are forbidden to accept any gift worth more than R$200.00 (two hundred reais). Any gifts above this amount must be returned by the employee.
Outside activities that have the potential to pose conflicts of interest or risks to the Management Company should be denied by Employees unless expressly authorised by DXA. A conflict of interest may arise where the Employee or a member of his or her family is a shareholder, director, officer, employee, consultant or significant agent of an organization that competes with the activities of the Manager or may involve the use of proprietary information of the Manager for the benefit of a third party.
External activities or interests are characterized as those of a professional or economic nature, conducted by Collaborators in companies other than the Management Company, with or without remuneration, and conducted during or out of normal working hours.
The following activities to be developed by Employees are subject to prior communication to and approval by the Risk and Compliance area:
- Holding management or other senior positions in any company, including membership on the Board of Directors or Audit Committee of any body, class entity or company, including financial institutions;
- Launching candidacy for political positions, as well as the exercise of positions linked to non-political or political parties, even if by nomination;
- Maintain, or even apply to establish employment links with other institutions, companies or people; and
- Provide consulting or services of any nature.
Communications on behalf of the company may only be made by the employee when specifically designated to do so. Accordingly, Employees are not permitted to make statements or comments (in any external environment such as conferences, print releases, public forums, including on social media) that have not been approved by DXA. Sharing news of an informative nature already published by DXA on its social networks and/or in periodicals, newspapers and magazines is permitted.
DXA's directors, statutory or non-statutory, proxies with specific powers and employees who have this function as part of their relationship with the Management Company are authorized to make announcements, interviews and statements on behalf of DXA. In other cases, express authorization from Compliance will be required.
It is the exclusive competence of the Compliance area to carry out communications with regulatory and self-regulatory bodies.
DXA is subject to inspection, audit and/or inspection by inspection and regulatory agencies. The reports issued by these agencies are their property and are strictly confidential. It is a criminal offense to provide information about these reports to any third party.
The disclosure of information materials to investors must follow the legislation in force, as well as the rules of the relevant regulatory and self-regulatory bodies. Before sending these materials to investors, they must be previously approved by the Compliance area.
All documents developed by DXA Employees - such as business plans and proposals, contracts, customer lists, internal routines, software, codes, databases and reports in general - are co-official information and may not be shared with anyone other than an Employee and/or with another Employee who does not need access to it, in accordance with the information segregation rules followed by DXA. .
DXA owns the property rights to any materials, products, or services that you create that are related to the performance of your job at DXA, that use DXA resources (equipment, software), or that are produced during your regular working hours.
Information and communications on DXA 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.
Any person who willfully misappropriates any money, financial resources or anything of value belonging to DXA will be subject, in addition to disciplinary action, to any other appropriate legal action.
The Employee may not use DXA letterhead, trademark, and other official DXA documentation, or use the name "DXA" for any personal, unofficial purpose.
DXA adopts control limits and maximum percentages of performance that aim to minimize the possibility of active de-flagging of the positions held. However, natural market oscillations may cause passive unweighting of its positions.
Passive delisting is understood as exogenous factors beyond the control of the Manager, which cause unpredictable and significant changes in the net worth of the fund or in the general conditions of the capital market. In this case, the deadline for reframing is 15 (fifteen) consecutive days, under the terms of the applicable regulations, and the Compliance area must endeavor so that the reframing occurs within this period.
Notwithstanding the above, in the event of any other situation of non-compliance that is not characterized as passive, DXA must cease any activity that may aggravate such non-compliance and will immediately take steps to reduce the positions that are non-compliant.
Considering that, currently, the activities developed by the Management Company are solely concentrated on the management of third party resources, under the terms of CVM Resolution 21/21, there is no need for physical segregation of personnel.
With regard to the activities of the Officer responsible for the Administration of Securities Portfolios, it is important to emphasize that the Management Company does not perform distribution, which is why there is no physical segregation of facilities.
Under the terms of the CVM regulations, the concept of Insider Information is comprised and must be observed by all Collaborators: relevant information not yet disclosed to the market, and which is obtained in an insider manner (as a result of a professional or personal relationship maintained with a client, with people linked to analyzed or invested companies, or with third parties), capable of providing, for oneself or for a third party, an undue advantage through negotiation, in one's own name, in the name of the Management Company, or in the name of third parties.
It is the responsibility of the Risk and Compliance area, with the assistance of the respective Committee, to periodically monitor the activities related to the Insider Trading Policy.
Any Collaborator who sits or will sit on any Board, or who holds or will hold any other position in a security-issuing company, must previously obtain the approval of the Risk and Compliance area, which will assess and implement the necessary controls to comply with the provisions of CVM Resolution 44/21 and the Issuer's Trading Policy, if applicable.
In cases in which a Collaborator has access to information considered privileged, he/she must immediately inform the Risk and Compliance Officer. The Collaborator is forbidden to use the information during the performance of his or her activities, for his or her own benefit, or transmit it to third parties.
The Manager will seek to prevent the trading of securities by the Manager itself while any Collaborator has access to any information possibly classified as privileged relating to the issuer of the respective security, including material fact not yet disclosed to the market, as a result of the activity of that Collaborator in another entity.
If a Collaborator, upon obtaining information, is in doubt as to its concept, he or she must immediately notify the Risk and Compliance Department. During the analysis period, the Collaborator must abstain from using the information considered as privileged.
DXA will provide training sessions developed for its Employees. In these meetings, themes pertinent to the object of this manual, as well as rules of conduct, personal investments, market knowledge, among other relevant issues, will be addressed.
It will be up to the Compliance area to include in the schedule a training program that addresses issues related to the Prevention of Money Laundering and Terrorist Financing.
Attendance and dedication to training sessions demonstrates the employee's commitment to DXA, and is of great importance to his or her professional growth. Therefore, any absences from training sessions must be justified.
Compliance will keep the training attendance lists on file in the regulatory obligations monitoring system, Compliasset.
A Complaint is considered to be any manifestation that alleges a conduct or posture deemed inappropriate by the Manager, and may be transmitted by e-mail, correspondence, other means of communication, or even verbally.
DXA has an internal procedure to respond in a timely and appropriate manner to any complaint directed to it. To this end, employees are required to immediately report any complaints they become aware of to Compliance.
It will be up to the Compliance area to evaluate the complaints received and formulate the necessary responses and, if applicable, to prevent the reported failure from happening again.
Whenever an employee is in doubt as to whether or not to treat information received as a complaint, he or she should consult with DXA Compliance , which will be responsible for assessing the content of the communication received.
With regard to legal complaints, the Compliance area will preferably consult the internal legal department, and may eventually use the services of external lawyers for support and assistance.
DXA has a whistleblower channel through which an employee may anonymously report any act that goes against existing policies. Regardless of the means by which the report is directed to the Compliance area, confidentiality will be maintained if so requested. The denunciations must be accompanied by probative elements, whenever possible, since the whistleblower can ask the Compliance area to collaborate in order to obtain them. The accused will be assured his right to full defense and adversary proceedings.
The complaint will be analyzed by the Compliance Department, which will be responsible for diligent internal procedures to investigate the case. The Risk and Compliance Committee may be called upon to deliberate on the matter, if necessary.
Complaints can be made by Employees through the e-mail address https://app.compliasset.com/dxainvestmentscompliance.
DXA has established 3 (three) Committees that meet periodically to address issues relevant to the performance of the Management Company's activities, according to their respective spheres of activity. The Committee meetings will always be presided over by one of its members and, at the end of each meeting, minutes will be drawn up on what was discussed, which may be in summary format.
The matters submitted for deliberation by the Committees will be decided by a majority vote of those present.
The Executive Committee consists of members of DXA's Board of Directors, which includes the Chief Risk and Compliance Officer. Other employees may be invited to participate on occasion as listeners or to provide clarification.
The Executive Committee holds monthly meetings, or whenever necessary, upon the call of any of its members. The responsibilities of the Executive Committee are
- Perform DXA's strategic and structural planning;
- Evaluate the results of the Management Company and the performance of the managed Investment Funds and Portfolios; and
- Make operational decisions and define the investment strategies of the Management Company.
The Executive Committee is the highest decision-making collegiate body in the Management Company and has the autonomy to oversee all activities, employees and other committees of DXA.
The Investment Committee is composed of members of the investment team and meets twice a month and whenever necessary when convened by one of its members. This Committee's main purpose is to discuss the investment decision strategies and asset allocation of the Funds.
The Management Company has a Risk and Compliance Committee, composed by the Compliance Officer and by two members of the Executive Committee, which meets every six months, or whenever necessary, when called by any of its members.
The Risk and Compliance Committee will have full autonomy to execute its functions.
The deliberations will be made by the vote of the majority of those present, and the minutes of the meetings will be drawn up, which can be in summary form.
It is the responsibility of the Risk and Compliance Committee:
- Define general guidelines on the Compliance structure and internal controls of the Management Company;
- To monitor and supervise, with independence and efficiency, the operations and activities developed by DXA and the compliance with the applicable rules, especially the rules contained in this Manual;
- To deliberate on the issues mentioned in this Manual, and to assess any doubts of Collaborators, or specific situations regarding applicable legislation and regulations, as well as the provisions of this Manual that cannot be decided by the Risk and Compliance area; and
- Deliberate on consequences of non-compliance with the policies in this Manual, hearing the recommendation of the Chief Risk and Compliance Officer.
The objective of this Policy is to establish procedures and rules for the personal investments of Collaborators. This Policy aims to avoid:
The purchase and sale of securities, in their own interest, by Collaborators must not, under any circumstances, characterize (i) use of Insider Information; (ii) conflict of interest; or (iii) negative interference in the performance of professional activities.
DXA expects employees to conduct their personal affairs in a prudent and responsible manner. In addition, DXA encourages employees to manage and develop their personal resources in a manner that is commensurate with their means, to maintain a sound financial situation, and to invest responsibly in pursuit of long-term financial goals. Employees may not engage in investment practices that, by their nature, are or appear to be inconsistent or that are illegal, improper, unethical or that give rise to any actual or apparent conflict of interest.
Employees who hold investment accounts at brokerage houses must, whenever requested, bring to the Compliance area a statement of their operations.
No employee may conduct transactions using confidential information obtained through or about customers, resulting from their work at DXA, or privileged information, regardless of its source.
Due to the risks involved, the employee may not participate in the derivatives market with speculative purposes, unless he obtains prior authorization from the Compliance area.
Due to the functions exercised by Collaborators, they are not allowed to be insolvent or have a negative record in credit protection agencies.
Upon commencement of employment with DXA, all employees who may hold positions with brokerage firms must send to the Compliance area a copy of a statement of all of the employee's investments. In addition, information must be sent once a year, upon request from the Compliance area.
This practice is necessary so that the Compliance area can follow the progress of allowed investments or divestments, as well as make sure that the proper authorizations for all transactions have been duly requested and granted.
The Collaborator's financial activities, in light of the above, must be conducted in a prudent and responsible manner.
Failure to comply with the guidelines herein will be grounds for disciplinary action, which may include dismissal and, as the case may be, forwarding the appropriate information to the competent regulatory and self-regulatory bodies.
Even if the employment relationship with DXA is terminated, an employee may still be held personally liable for any illegal or illicit act committed during the period in which he or she was employed by the Management Company.
DXA may also request that an employee reverse or cancel a transaction made in violation of this Policy and may take additional appropriate legal proceedings.
DXA does not carry out operations with variable income assets for its own portfolio in the Funds managed by the Management Company itself, nor for the managed portfolios. However, it co-invests in the illiquid assets of its managed portfolios.
All Collaborators must sign the Compliance Manual Adhesion Instrument, Attachment I of this Manual, undertaking to be familiar with the full content of this Policy and to fully comply with it.
At least once a year, the Compliance area will review the content of this Manual, or in a shorter period if it needs to be changed.
If any violation of this Manual occurs, the fact will be taken to the appreciation of the Risk and Compliance Committee. Thus, the appropriate disciplinary measures will be evaluated, which may even lead to legal measures. Furthermore, in the event of a serious violation of this Manual, the employment contract/internship/service provision of the employee responsible may be terminated.
It should be noted that the Compliance department's mission is to encourage everyone to report any actual or suspected violation of this Manual, as well as other policies and applicable regulations. Such reporting will be confidential and may be anonymous, and the channels for doing so are: https://app.compliasset.com/dxainvest.denuncia
TERMODE ADHESION TO THE DXA INVEST COMPLIANCE MANUAL
I, ______________________________, enrolled in the CPF/ME under no. _______________, as ___________________(position) of DXA Gestão de Investimentos S.A.
I hereby certify that I have received, read, understood, and adhered to the DXA Invest Compliance Manual. And I confirm that I am fully aware of all the internal and external Policies and Procedures contained herein, in particular the:
PERSONAL INVESTMENT POLICY
I commit to fully comply with it, confirming my awareness of the sanctions applicable to each one of the cases of violation of the Policies contained in this Manual.
Date:
Signature:
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