Code of Conduct

As AIF Capital Group, we acquire and retain trust not only on the basis of the quality of our products and services. It is also essential here that we conduct ourselves legally correctly and professionally at all times when dealing with our clients, commercial partners and competitors, as well as in the public arena.

These values, which have always been elementary for the AIF Group, are consolidated in this Code of Conduct and constitute a binding behavioral benchmark for all board members, managing directors, managers and group employees, irrespective of their position and role. The objective of this Code of Conduct is to create an open and transparent environment, which not only inhibits illegal actions, but moreover achieves a sensitization with respect to ethically and morally questionable transactions and business practices.

A good reputation and the trust of our clients are essential for the competitiveness of the AIF Group.

All of us – board members, managing directors, members of the supervisory boards, managers and group employees – are therefore required to ensure that our actions remain constantly in line with the requirements of these guidelines and with the laws applicable to our respective field of work and scope of responsibility.

Since our establishment, seven principles have been the pillars on which we operate:

• Authenticity
• Decision-making power
• Reliability
• Customer orientation
• Creativity
• Partnership
• Result orientation

We are proud to having upheld these principles to this day and continue to do so.

The AIF Capital Group complies with applicable laws and other relevant regulations both domestically and internationally, and is also committed to the ten principles of the UN Global Compact, the United Nations Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, the International Labour Organization (ILO) Fundamental Principles on Fundamental Labor Rights and Responsibilities, as well as the International Convention on Human Rights.

For the AIF Capital Group, the perception of responsibility in the areas of the environment, employees and society, is reflected as follows:

We recognize that human dignity is inviolable, as enshrined in the fundamental rights (Article 1 GG) of the Basic Law for the Federal Republic of Germany.

We recognize that every person has the right to the free development of his or her personality, insofar as this does not infringe the rights of others or violate the constitutional order or the moral law. (Art. 2 GG)

We are convinced that economic success also depends decisively on moral values and corporate culture. We therefore always strive to deal fairly with one another while acting within the framework of the applicable standards. The framework for our economic activities is provided by the applicable statutory and official regulations, which are observed at all times and in all areas.

We do not tolerate any discrimination based on any ground such as sex, race, color, ethnic or social origin, genetic features, language, religion or belief, political or any other opinion, membership of a national minority, property, birth, disability, age or sexual orientation. We treat all individuals equally, without prejudice.

We are convinced that diversity is a strength in the workplace and that harnessing this diversity will create a productive environment in which everyone feels valued, where their talents are fully utilized, and where organizational goals are met.

We are committed to maintaining data secrecy and confidentiality. The unauthorized collection, processing or use of personal data is strictly prohibited. To continuously ensure data protection, a data protection officer is set in place to consult all employees, should there be any doubt or uncertainty how personal data need to be handled.

In addition, all employees are required to comply and process personal data in accordance with the provisions of § 5 of the Federal Data Protection Act (“Bundesdatenschutzgesetz”). Specific guidelines are put in place that describe the regulatory requirements, as well as the applicable process in case of violation.

We ensure that our employment and contractual obligations are not breached or put at risk by our own or our employees’ private interest. Through a collective decision-making process, personal liability, and multiple review bodies we ensure that any conflict of interests identified are communicated through the appropriate channels.

In addition, a conflict of interest officer is put in place to indicate whether a conflict of interest applies to each situation once reported. Specific guidelines are in place that describe the identification, reporting obligations, resolution of any conflict of interest.

We are obliged to adhere to the insider trading rules described in Section 13 (1) of the German Securities Trading Act (“Wertpapierhandelsgesetz”). Any employee business associated with the misuse or improper disclosure of confidential information, violation of the AIF Group obligation under the provisions of the KAGB, asset consultation[1] to another business or any other action that would constitute as misuse of information about ongoing orders is strictly prohibited. Specific guidelines are in place that describe all actions described as a violation of insider trading rules as well as the repercussions of such violations.

We do not tolerate any act of active (bribery) and passive (corruptibility) corruption. These constitute a criminal offence in Germany and many other countries. This applies not only with respect to office holders but also in all other commercial transactions.

To create or offer prohibited advantages to commercial partners, their employees, other third parties or ourselves is strictly prohibited. Even an attempt may constitute a criminal offence. Prohibited advantages are also assumed if the type, scope and in particular the value of advantages either granted or offered are fit for the illicit influencing of the actions or decisions of the recipient, or one’s own decisions.

Office holders and public employees are obligated in the general interest. It is therefore prohibited to offer them any gratuities, which may make their impartiality questionable.

AIF Group promotes education and science, art and culture, as well as social and other generally recognized purposes.

Donations from group companies to organizations, associations, private individuals and other recipients that could damage the reputation of the AIF Group are prohibited. No donations are made to political parties or political office holders.

When sponsoring, we ensure that no imbalance exists between our services and the intended economic or immaterial objective. The granting of donations and sponsorship measures is only permitted within the framework of a transparent approval process within the respective framework of the relevant legal provisions and in accordance with the applicable internal rules of the AIF Capital Group.

We wish to secure and develop our market position solely through our products and services. We are obligated to comply with the rules of competition and anti-trust law at all times. These prohibit any agreements with competitors regarding prices and conditions, the dividing up of markets or client bases, as well as the handover or exchange of information that is sensitive according to anti-trust law.

We pursue the objective of preventing and fighting money laundering and the financing of terrorism. For this reason, we only participate in transactions if our partners can be properly identified. We only participate in commercial relationships if the invested funds are of legitimate origins.

We act diligently to ensure that the AIF Group companies are not misused for illegal purposes. Each individual is required to critically observe our commercial fields and to act on any initial suspicions.

We recognize our employees and endeavor to meet their needs in the workplace. We respect our employees’ engagement and strive to create a communication channel about their role, their work and value within the AIF Group through active feedback.

We ensure that a safe and healthy working environment exists within the AIF Group, based on the applicable industrial health and safety laws. We promote and demand a trusting and convivial working atmosphere within the AIF Group.

Responsible treatment of our environment is an elementary constituent of our self-image. We observe the environmental regulations, endeavor to protect natural resources at all times during our operations and seek sustainable environmental-friendly solutions.

We endeavor through our internal processes to encourage practices that have a low negative environmental impact, through decreased energy and water consumption, and low greenhouse gas emissions generation.

We recognize that climate change poses a threat to our ecosystems, as well as undermines the foundation of our fundamental rights, by deepening inequalities within our community. As part of this, we want to actively drive and measure the transformation towards a fundamental decarbonization of the economy (“Net-Zero”), in the sense of the Paris climate targets, not only within our company. In particular, as a trustee for our investors, we want to make a positive contribution to the “Net-Zero” transformation of the AuM we manage through the services we offer on climate change-related investment risks and opportunities.

We act carefully when utilizing all equipment, economic values and resources of AIF Group, and ensure efficient and cost-aware use. Company property must be used exclusively for company purposes. The property of the AIF Group companies must be protected against misuse, loss and theft.

We endeavor to sustainably procure company resources and source office material from manufacturers that comply with the pollution prevention regulations.

We recognize that we are part of a larger community and acknowledge that it is part of our responsibility to contribute to its development. We strive through our business practices and culture to contribute to the preservation and development of our community.

We are committed to upholding the UN Sustainability Development Goals within our business practices.

We believe that open, honest, and accurate communication is essential to our integrity and our way of doing business.

Through the use of broad In communication regarding our activities we are transparent about our actions for which we are accountable to the public. In doing so, we take a balanced and objective approach to ensure fairness, honesty and overall confidence in the AIF.

Personality and freedom rights, such as the right to privacy and freedom of speech apply. The principles of media, competition and criminal law, from those governing intellectual property or competition claims, through to the provisions of criminal law on defamation offences and other rights infringements also apply.

AIF Capital Group has appropriate processes and controls in put in place to ensure the identification, analysis, measurement, monitoring, management, and reporting of any risks.

The regulations contained within this code constitute the minimum standard of the AIF Group. If individual group companies should impose further-reaching stipulations or – in particular with foreign companies – observe national rules of law that clash with the principles set out in this code or exceed them then such stipulations or rules of law must take precedence or be observed in addition to this code.

Managers must set an example to their employees. They are required to ensure that their employees are familiar with the contents of this code and that they observe the valid rules and principles of conduct.

The AIF Capital Group ensures practice programs and platforms for internal awareness of the Code of Conduct, for example through appropriate e.learnings as well as induction programs.

We also expect our business partners to comply with our Code of Conduct. Those who do not share the principles of this Code of Conduct cannot be a business partner for us.

Infringements of legal regulations, this Code of Conduct and the applicable internal guidelines may have negative consequences for the company and for each one of us, starting from reputation damage and concrete financial disadvantages, right through to personal penal consequences. Adhering to the behavior principles in this code therefore serves to protect us all, whilst also requiring the cooperation and attention of us all. The Compliance Organisation is available for advice and support at all times in this regard.

If legal violations, infringements of this code or any other regulations should arise, it is possible for employees to report these initially to their manager, to the responsible compliance officer or directly to the Chief Executive Officer (CEO). Employees are also able to contact an external notification office (whistleblowing- system) if they prefer.

Employees shall not experience any disadvantages as a result of this notification, insofar as this information is provided in good faith. This applies irrespective of whether the notification should transpire to be wholly without grounds. The board of the AIF Group has expressly undertaken to observe this.

All forms of complaints, both internal or external are highly regarded and examined thoroughly. Throughout our business practices a complaints officer to which all complaints are directed to is determined. In addition, a complaint management process is put into place describing the process of addressing and resolving a complaint.

We acknowledge and respect any complaints that are made and endeavor to further improve our practices and business operations.

Although this Code of Conduct does not impose any legally binding obligations on AIF Capital Group, nor does it confer any legal rights on employees or others, we regularly review it and our past conduct and evaluate our experiences in order to continuously improve our adherence to the principles and values set forth in the Code of Conduct.

 

Stuttgart, May 2022 Mario Caroli (Managing Partner)