I. Introduction
The present Code of Ethics and Corporate Conduct (the "Code") summarizes the values, principles, and business practices that guide our business conduct. The Code establishes a set of basic principles for the guidance of all employees of Futurum Capital Asset Management Ltd. ("Futurum" or "we"), including collaborators and managers of Futurum ("Members"), if applicable, regarding the minimum requirements we expect to be met. Its purpose is to comply with the provisions of Article 16 of the Resolution of the Securities and Exchange Commission - CVM No. 21, of February 25, 2021 ("Resolution 21"), which is applicable to Futurum, in its role as a manager of securities portfolios.
This Code is not intended to provide a comprehensive list of all internal policies and procedures, regulations, and detailed legal requirements that may apply to you as a Member of Futurum. Other codes, available in the internal storage system of Futurum, contain the policies of Futurum that address various legal and regulatory requirements. All Members of Futurum must read this Code together with the Compliance Manual, understand its content, as it pertains to their role and duty to clients, and follow the policies contained therein.
All individuals subject to the provisions of this Code must conduct themselves in a manner consistent with the requirements and procedures set forth in this instrument. Compliance with the Code is a fundamental condition for working with us.
Futurum provides securities portfolio management services to various clients, including but not limited to institutional investment clients and high-net-worth individuals. As a securities portfolio manager, Futurum has a strong fiduciary relationship with its clients. This relationship requires adherence to the highest standards of conduct and integrity.
The personnel acting in this fiduciary relationship must carry out their functions solely for the exclusive benefit of our clients. In line with this fiduciary duty, the interests of clients take precedence over the personal investment objectives and other personal interests of Futurum's personnel. Consequently:
(i) Members must work to mitigate or eliminate any conflict, or apparent conflict, between the self-interest of any individual addressed in the Code and their responsibility to our clients, or to Futurum.
(ii) Members must never improperly use their position at Futurum for personal gain, for their families, or for third parties.
II. The Fiduciary Culture of Futurum
The main objective of Futurum's business is to provide financial returns, through the management of securities portfolios, to a wide range of clients, including corporations, financial institutions, high-net-worth individuals, and pension funds.
Futurum requires that all services provided to existing and potential clients be handled with honesty, integrity, and high ethical standards, and that these activities adhere to the letter and spirit of the applicable laws, regulations, and contractual guidelines. In general, Futurum is a fiduciary agent with a comprehensive duty of loyalty to its clients, and each employee has the responsibility to act consistently with that duty.
When making an investment for a client, all Members must act solely in the best interests of that client. Furthermore, various comprehensive statutory and regulatory frameworks, such as the laws applicable to the capital markets, particularly Resolution 21, impose specific responsibilities governing the conduct of personnel in carrying out their duties. Futurum and its Members must fully comply with these rules and regulations. The Technical Department and the Compliance Department are available to assist Members in complying with these requirements.
All Members are expected to adhere to the high standards associated with our fiduciary duty, including diligence and loyalty to clients, competence, diligence, and meticulousness, trust, and accountability. Furthermore, all Members must actively work to avoid the possibility that the services we provide to clients are, or appear to be, based on Futurum's or its Members' self-interests and not on the best interests of the clients.
Our fiduciary responsibilities apply to a wide variety of investments and related activities, including sales and marketing, securities portfolio management, trading securities, allocating investment opportunities, client service, operations support, performance evaluation and reporting, developing new products, as well as their personal investment activities. These obligations include the duty to avoid relevant conflicts of interest (and, if that is not possible, to make a full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately.
III. Compliance with Laws, Rules, and Regulations
Futurum is committed to conducting its business in compliance with applicable laws and regulations and in accordance with the highest ethical principles. This commitment helps ensure our reputation for honesty, quality, and integrity. All individuals subject to the Code are required to comply with all applicable laws and regulations in the capital markets, particularly Resolution 21.
IV. Conflicts of Interest / Illegal Actions
A "conflict of interest" occurs when a person's private interests may be contrary to the interests of Futurum's clients or to the interests of Futurum. A conflict situation may arise when an employee of Futurum engages in acts or has interests (commercial, financial, or otherwise) that may impair the objective and effective performance of their work.
Conflicts of interest may arise, for example, when an employee of Futurum, or a family member¹, receives improper personal benefits (including personal loans, services, or payment for services provided by the employee of Futurum in the course of Futurum's business) by virtue of their position at Futurum, or receives gains that result in personal enrichment or benefits through access to confidential information.
Conflicts may also arise when an employee of Futurum, or a family member, holds a significant financial interest in a company that does significant business with Futurum or has external business interests that may result in a division of loyalty or compromise independent judgment. Additionally, conflicts may arise when making securities investments for personal accounts or when determining how to allocate investment opportunities. Additional conflicts of interest are highlighted in Futurum's Compliance Manual, a copy of which can be found on the website and in the internal storage system of Futurum.
Conflicts of interest can arise in many common situations, despite efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not protect you from liability for personal trading or other conduct that violates your fiduciary duties to our clients.
In situations where transactions occur involving the investment vehicles managed by Futurum with companies that have been, in the last 2 (two) years, or are still being advised by companies linked to the partners/directors/economic group of the manager, the Member in question must promptly inform the compliance area and the Compliance Director, and refrain from consummating the act or omission that originated the potential conflict of interest until further notice from the said area and/or Director.
As soon as a conflict of interest is identified, the Technical Department and the Compliance Department must take all necessary measures to inform the affected investors of such conflict of interest via email with acknowledgment of receipt. After sending the email, Futurum may only execute the transaction that generated the conflict after receiving written acceptance from the affected investors in response to the sent email.
Members of Futurum are encouraged to seek clarification and discuss doubts about potential conflicts of interest. If you have doubts about a specific situation or become aware of an actual or potential conflict, you should report it to your supervisor, the Technical Department, and the Compliance Department.
In addition to the specific prohibitions contained in the Code, you are, of course, subject to a general requirement not to engage in any act or practice of fraud against our clients. This general prohibition (which also specifically applies to the buying and selling of securities held or to be acquired or sold) includes:
(i) making any false statement of a material fact or using any device, scheme, or artifice to defraud a client;
(ii) failing to disclose (or failing to provide any necessary information to sufficiently clarify any statements made in light of the circumstances) a material fact, thereby creating a materially misleading impression;
(iii) accepting any compensation for making any investment for a client;
(iv) making investments and decisions that are not solely for the benefit and in the best interest of our clients;
(v) engaging in, postponing, or failing to engage in any act regarding any investment, report, or research rating for a client to avoid an economic loss to yourself or anyone other than our clients;
(vi) making investments based on knowledge of a possible transaction by or for a client with the intent to obtain personal profits from personal holdings in the same securities or related securities ("front-running" or "scalping");
(vii) disclosing to any third party (except in the normal course of your duties on behalf of a client) any information regarding securities transactions made by any client or compensation for any client for any of these securities transactions; or
(viii) engaging in any act, practice or course of business that operates or would operate as a fraud or deceit against a client or engaging in any manipulative practice with respect to any client.
Furthermore, we emphasize that the Compliance Director, Ms. Marília Bueno Poletti, is the owner of the law firm Marilia Bueno Poletti Sociedade Individual de Advocacia. This law firm is inactive and Ms. Marília does not represent clients in any judicial proceedings, nor does she advise clients in claims of any nature. Ms. Marília's dedication is exclusive to Futurum, so there are no conflicts of interest arising from the existence of Marilia Bueno Poletti Sociedade Individual.
V. Prohibited Benefits
The Member must not, directly or indirectly, either for themselves or for third parties, request, accept or admit money, gifts, benefits, presents, favors, promises, or other advantages from any client, partner, or others who maintain a business relationship with Futurum Management, and especially in the following situations:
(i) To prioritize, delay, or refrain from performing tasks related to their functions;
(ii) To exert their influence over another Member, so that this Member performs, prioritizes, delays, or refrains from performing tasks inherent to their functions; and
(iii) As a reward for an act or omission arising from their work.
Futurum Management or its Members will accept services or products offered by service providers for the operation of bonds and securities, whether personal or commercial, in exchange for the use of their services (“Soft Dollars”) only in cases where, cumulatively: (i) the benefit to be granted is directly reverted to management activity; and (ii) it is not significant enough to potentially create any dependencies on service providers or impact investment decision-making.
VI. Use of Insider Information
There are cases in which Members of Futurum may have "insider" confidential information about Futurum, or about a company with which we do business, or about a company in which we make investments on behalf of our clients, that is not known by the investing public.
Members of Futurum must maintain the confidentiality of this information. If a reasonable investor considers that this information is important for making an investment decision, the Futurum employee holding this information must not buy or sell securities of any of the companies in question or provide this information to another person who trades these securities.
This code of ethics will be reviewed annually, or whenever necessary, by the Compliance Department in order to remain updated regarding legislation and the best management practices.
ANNEX I
Term of Adherence to the Code of Ethics
I, ____________________________________________________________________________, bearer of Identity Card (RG) No. _______________________________, registered in the Individual Taxpayer Registry (CPF/MF) under No. _________________________________, in the capacity as _________________________________________________ (position) of FUTURUM CAPITAL ASSET MANAGEMENT LTD., by this instrument, attest that:
I – I have received a copy of the Code of Ethics and Corporate Conduct of FUTURUM CAPITAL ASSET MANAGEMENT LTD. ("Code");
II. – I have received training regarding its content;
III - I am aware of the rights and obligations to which I am subject; and
IV – I agree with the entire content of the Code and, as a Member of Futurum, I take responsibility for the non-compliance with any obligation set forth therein, by action or omission.
I declare that I have read and fully accept the terms and rules of the code, expressing total agreement and unrestricted adherence to the referred terms and rules, about which I declare I have no doubts.
Date: _____________________________________ [Member's Name]
Name: Heloísa Lourenço Ishii Position: Administrator
