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Code of Business Conduct

The purpose of this Code is to set forth basic principles to guide all of us in our day-to-day activities as employees, officers or senior managers of the Executive Office (GBR) LLP ("TEO"). The Code should be considered together with other TEO policies and procedures, including but not limited to codes of conduct embedded in our Compliance and Operational Procedures Manuals. The Code is not meant to be an exhaustive list but to be used as a guide. By following this Code and other TEO policies and procedures, and by complying with not just the letter but the spirit of all applicable laws and regulations, and by applying best business practice and sound judgment at all times to our activities, we can demonstrate our commitment to our core values.
Principles of the Code:

We continue to grow as an international financial institution, and we will increasingly be subject to numerous laws and regulations in different jurisdictions globally. It is every member of staff’s responsibility to know and understand the laws applicable to your specific job responsibilities and to comply with both the letter and the spirit of these laws. 

This means that we must, at all times, avoid not only actual misconduct but also even the appearance of impropriety. If you are unclear about the applicability of the law or regulations to your specific job responsibilities, or if you are unsure about the legality or integrity of a particular course of action, you should always and immediately seek the advice of the senior management team and the Compliance department. Never assume that an activity is acceptable or legal merely because it is current industry practice. 

1. We must, at all times, always act in the best interests of our clients, TEO and members of the public:

 i. Fair Dealing 

TEO seeks to outperform its competition fairly and honestly through superior performance. Every employee, officer and senior manager must therefore always keep the best interests of TEO's clients paramount and endeavour to deal fairly with regulators, suppliers, competitors, the public and one another. No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

ii.  Gifts

Gifts and entertainment may create an inappropriate expectation or feeling of obligation. You and members of your family may not accept gifts or special favours (other than an occasional non-cash gift of nominal value) from any person or organization with which TEO has a current or potential business relationship. Further, business gifts to, and entertainment of, non-government employees in connection with business discussions or the development of business relationships are only appropriate if they are in the ordinary course of business and their value is modest. If you have any questions about the appropriateness of a business gift or expense, you should contact Compliance. 

Giving gifts to, or entertaining, government employees (including employees of international organizations) may be illegal in some circumstances. Certain jurisdictions legislation may, for example, prohibit giving anything of value, directly or indirectly, to any "foreign official" for the purpose of obtaining or retaining business. In addition, virtually every country has enacted a domestic anti-bribery statute. Check with Compliance if you have any questions about the acceptability of conduct under these laws or the rules of a country in which you are doing business, including whether prior TEO approval is required. 

iii.  Conflicts of Interest 

All employees, officers and senior managers of TEO have an obligation to act in its best interests.  You should avoid any activity, interest, or association outside TEO that could impair your ability to perform your work objectively and effectively or that could give the appearance of interfering with your responsibilities on behalf of TEO and or its clients. It is not possible to describe every situation in which a conflict of interest may arise. The following, however, are examples of situations that may raise a conflict of interest (unless permitted by law and TEO’s policies): 

* Accepting special favours as a result of your position with TEO from any person or organization with which TEO has a current or potential business relationship. 

* Competing with TEO for the purchase or sale of a property, services, or other interests.

* Acquiring an interest in a transaction involving TEO, a customer, or supplier (not including routine investments in publicly traded companies). 

* Receiving a personal loan or guarantee of an obligation as a result of your position with TEO. 

* Working for a competitor while an employee of TEO. 

* Directing business to a supplier or any third-party service provider owned or managed by, or which employs, a relative or friend. 

Employees, officers and senior managers should promptly report any potential relationships, actions or transactions (including those involving family members) that reasonably could be expected to give rise to a conflict of interest to Compliance. Involvement in certain outside activities may also require the prior approval of TEO (particularly if you are an authorized or licensed person by a relevant Regulatory Authority). You should consult policies applicable to your business area for specific reporting and approval procedures. 

Senior managers should also disclose any actual or potential conflicts of interest to the Managing Partner and to Compliance, who shall determine the appropriate resolution. All senior managers must recuse themselves from any Board discussion or decision affecting their personal, business or professional interests. 

2. We must, at all times, seek to both develop and protect TEO’s interests:

i. Corporate Opportunities

You owe a duty to TEO to develop its interests. No employee, officer or senior manager may use their position or corporate property or information for personal gain; and no employee, officer or senior manager may take for their own personal interest TEO opportunities for sales or purchases of products, services or interests. Business opportunities that arise as a result of your position in TEO or through the use of corporate property or information belong solely to TEO.

ii. Proprietary and Confidential Information

Proprietary and confidential information generated and gathered in our business is a valuable TEO asset. Protecting this information is critical to TEO’s reputation for integrity and its relationship with its clients and ensures compliance with the complex regulations governing the financial services industry. Accordingly, you should maintain all proprietary and confidential information in strict confidence, except when disclosure is authorized by TEO or required by law.
“Proprietary Information” includes all non-public information that might be useful to competitors or that could be harmful to TEO or its customers if disclosed. It includes, for example, intellectual property, business plans, personal employee information and unpublished financial information. You should also respect the property rights of other companies. 

“Confidential information” is information that is not generally known to the public about TEO, its clients, or other parties with whom TEO has a relationship, and that expect a duty of confidentiality.

Unauthorized use or distribution of proprietary or confidential information violates our policy and could be illegal. Such use or distribution could result in negative consequences for both us and the individuals involved, including potential legal and disciplinary actions. Your obligation to protect our proprietary and confidential information continues even after you leave us, and you must return all such information in your possession upon your departure.

iii. Systems and Assets 

TEO’s policies regulate the use of its systems, including telephones, computer networks, and electronic mail and remote access capabilities. Generally, you should use TEO’s systems and property only for legitimate TEO business. Under no conditions may you use our systems to view, store, or send unlawful, offensive or other inappropriate materials. You may obtain copies of our policies from Compliance. Also, protecting TEO’s assets against loss, theft, waste, or other misuse is the responsibility of every employee, officer and senior manager. Any suspected misuse should be reported to the Managing Partner and Compliance immediately. 

3. We must, at all times, seek to prevent the misuse of inside information:

The use of inside information to deal in any financial instrument, or to ‘tip-off’ a family member, friend or any other person (collectively known as “Connected Person”), is illegal. All non-public information about TEO or its clients (including potential clients) or counterparties that may have a significant impact on the price of a security or other financial instrument, or that a reasonable investor would be likely to consider important in making an investment decision, should be considered inside information. 

You may never, under any circumstances, deal in, encourage others to deal in (whether on your behalf or not), or recommend securities or other financial instruments based on (and in some circumstances, while in the possession of) inside information.

The misuse of inside information may result in disciplinary action by TEO, up to and including termination of your employment. The misuse of inside information may also end your career in the financial services industry and result in civil and criminal penalties, including imprisonment by the relevant authorities.

To protect against insider dealing or even the appearance of insider dealing, TEO has strict policies governing employee, officer and senior manager dealings for their own and or Connected Person accounts. You are required to familiarize yourself and comply with these policies. If you have any questions about your ability to deal in any securities and or financial instrument, you should contact Compliance. 

4. We must, at all times, provide clear, fair and not misleading information:

TEO has a responsibility under legislation to communicate clearly and effectively so that any third party (whether they are clients, regulatory authorities and or the general public) is provided with full and accurate information in all material respects. To the extent that you are involved in the preparation of materials for dissemination to such third parties, you should be careful to ensure that the information in these materials is clear, fair and not misleading.

In particular, our senior managers shall endeavour to promote full, fair, accurate, timely and understandable disclosure in our public communications, including documents that we file with or submit to the Financial Conduct Authority (“the FCA”) in the United Kingdom and to any other regulators or relevant authority, as permitted under the applicable law. If you become aware of a materially inaccurate or misleading statement in a public communication, you should report it immediately to the Managing Partner and Compliance. 

5. We must, at all times, keep accurate and up to date records:

TEO must maintain accurate and complete records of all aspects of its business in accordance with its regulatory requirements. Every financial services activity undertaken by TEO must be recorded correctly and in a timely manner. TEO, therefore, expects you to be open and accurate when providing information for these records. You are specifically prohibited from making any false or misleading entries and or deleting entries in TEO’s records. In particular, senior managers must endeavour to ensure that all financial information included in our records is correct and complete in all material respects. 

6. We must, at all times, treat others with respect and dignity:

Consistent with our core values, including respect for individuals and cultures, we are committed to a workplace in which all individuals are treated with dignity and respect. Each individual should have the ability to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, we expect that all relationships among persons in the workplace will be professional and free of bias, harassment or violence. 

Misconduct, including discrimination, harassment, retaliation or other forms of unprofessional behaviour, even if not unlawful, may subject you to disciplinary action by TEO, up to and including termination. In addition, conduct that is unlawful may subject you to civil, and in some cases criminal, liability. 

7. We must, at all times, promote a safe and healthy working environment:

We are committed to conducting our business in compliance with all applicable environmental and workplace health and safety laws and regulations. We strive to provide a safe and healthy work environment for employees and to avoid adverse impact and injury to the environment and communities in which it conducts its business. Achieving this goal is the responsibility of all employees, officers, senior managers and directors.

Compliance with the Code:

We are all the first line of defence against unethical business practices and violations of regulatory rules and legislation. If you observe or become aware of any conduct that you believe is unethical or unlawful, whether by another employee, a consultant, supplier, client, or another third party, it is your duty and responsibility to communicate that information to the Managing Partner and Compliance immediately, who will take the appropriate steps to stop the misconduct and prevent its recurrence.

If your concerns relate to the conduct of any senior manager, you may also report your concerns to Compliance immediately, who will notify the senior management team if the allegations of unlawful or unethical conduct have merit. Similar concerns involving Compliance should be reported immediately to the Managing Partner. 

If you prefer to report an allegation anonymously, you must provide enough information about the incident or situation to allow us to investigate properly.

We will not tolerate any kind of retaliation for reports or complaints regarding the misconduct of others that were made in good faith. Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the continued success of our firm. Unless we are made aware of a problem, we cannot rectify it and ensure that it does not recur in the future. Concealing improper conduct often compounds the problem and may delay or hamper responses that could prevent or mitigate actual damage. 

Consequences of Non-Compliance:

If you are an employee, officer or senior manager, this Code forms part of the terms and conditions of your employment at TEO. Employees, officers and directors are expected to cooperate in internal investigations of allegations of non-compliance of the Code, and actual violations may subject you to the full range of disciplinary action by TEO. TEO may also report certain activities to its regulators, which could give rise to regulatory or criminal investigations. The penalties for regulatory and criminal violations may include significant fines, a permanent bar from employment in the securities industry and, for criminal violations, imprisonment.

Amendments:
Amendments to this Code must be approved by the Managing Partner. It is your responsibility to be familiar with the Code as it may be revised from time to time. 

Agreement:

All employees have been notified of the Code. By accessing any part of this Website, you accept and agree to be bound by the requirements of the Code.


Nabil Maaloul

Managing Partner