Each person bounded by this Code is provided with a copy of this Code, either directly or by posting of the Code on the Delfi Capital’s website at www.delficm.com. Each person or entity bound by the Code shall be informed whenever significant changes are made. Each recipient will be asked to sign an acknowledgment letter, which will become part of the person’s permanent record with the Company to confirm his/her understanding of how this Code applies and to acknowledge his/her obligation to abide by this Code.

The Company has the right to amend, alter or terminate this Code at any time for any reason. This document is not an employment contract between the Company and any of its employees.

Delfi Capital’s business activities are subject to an extensive legal framework and oversight; thus, it is critical that the Company and its employees comply with applicable laws, rules and regulations. All employees, officers, and directors shall work to protect the Company and its legal interests by complying with all environmental, safety, and privacy laws including anti-trust, anti-bribery and anti-money laundering.

We expect each employee to act with integrity, professionalism, use good judgement and common sense in seeking to comply with all applicable laws, rules and regulations, and in particular those relating to the provision of alternative investment services. In case of any uncertainty or further clarifications, please contact the Company’s Compliance Department.

Each employee and officer, in case he or she becomes aware of the violation of any law, rule or regulation by the Company, whether by its employees or any third-party doing business with or on behalf of the Company, it’s their responsibility to immediately report the matter to our Compliance Officer by email at compliance@delficm.com. This can be done on an anonymous basis if you wish to do so.

In addition, many governments around the globe including Cyprus, have enacted anti-trust or competition laws. These are laws that are designed to ensure that the market for goods and services operates competitively and efficiently by prohibiting anti-competitive behaviour (price fixing and bid rigging, restrictions on customers/suppliers, exchange of sensitive information). At Delfi Capital, all employees, officers and directors must comply with such laws. Further, even where some behaviours may be lawful (a country has not adopted anti-trust or competition laws), we will not enter in any arrangements with competitors that could harm the Company’s reputation.

The Company, as bounded by this Code, should always adhere to the following principles:

• Integrity: The Company must conduct at all times its business with integrity.
• Skill, Care and Diligence : The Company must conduct its business with due skill, care and diligence.
• Management and Control : The Company must take reasonable care to organize and control its affairs responsibly and effectively, with adequate risk management systems.
• Financial Prudence : The Company must maintain adequate financial resources.
• Market Conduct : The Company must observe proper standards of market conduct.
• Investor’s Interests : The Company must pay due regard to the interests of the Investors and treat them fairly.
• Communication with Investors : The Company must pay due regard to the information needs of the Investors, and communicate information to them in a way which is clear, fair, transparent and not misleading.
• Conflicts of Interest : The Company shall take all reasonable steps to avoid conflicts of interest and, when they cannot be avoided, to identify, manage, mitigate and monitor and, where applicable, disclose, those conflicts of interest in order to prevent them from adversely affecting the interests of the Company, the managed Fund and the Investors and to ensure that the Investors are fairly treated.
• Relations with Regulator : The Company must deal with the Cyprus Securities and Exchange Commission (the “CySEC”) in an open and co-operative way and must disclose to the CySEC appropriately anything relating to the Company and/or the managed Fund of which the CySEC would reasonably expect notice.
• Resources : The Company must employ the resources and procedures that are necessary for the proper performance of its duties and activities.
• Due Diligence : The Company must apply a high standard of due diligence in the selection and ongoing monitoring of investments.
• Appointment of Counterparties : The Company must exercise due care and skill in the selection and appointment of counterparties and service providers, and
• Conservatism : The Company intends to conduct its business under this governing principle and avoid any perils that could lead to financial or operational difficulties and eventually pose threats.

Each member/person must have a good professional standing and they must be experienced regarding their assigned function. The Company must collectively be competent to fulfil its responsibilities.

To the best of their knowledge and ability, each member/person shall:

• Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
• Comply with the governing legislation.
• Respect the confidentiality of information acquired in the course of their duties.
• Maintain the skills necessary and relevant to the Company’s needs.
• Act with skill, care and diligence – all the persons engaged in the Company’s activities must act with due skill, care and diligence in carrying out their duties.
• Observe proper standards of market conduct, and
• Monitor and ensure compliance with regulatory requirements.

The Board of Directors of the Company must take reasonable steps to ensure that the Company’s investment business is organized so it can be controlled effectively.

The Company shall act honestly, fairly and professionally in accordance with the best interests of the Investors. More specifically, the Company shall comply with the following principles:

• Employ the resources and procedures necessary for the proper performance of its duties and activities.
• Take all reasonable steps to avoid conflicts of interest and, where these cannot be avoided, identify them promptly, manage, mitigate and monitor them.
• Treat all the Investors fairly. No Investor shall obtain preferential treatment, unless such preferential treatment is disclosed in the Prospectus and/or constitutional documents of the managed Fund.
• Ensure that the managed Fund and the Investors are not charged undue costs.
• Ensure that the members of the Board of Directors of the Company possess adequate collective knowledge, skills and experience; commit sufficient time to properly perform their functions; act with honesty, integrity and independence of mind; and, that adequate resources are devoted to their induction and training.
• Employ adequate and competent personnel with the skills, knowledge and expertise necessary for discharging the responsibilities allocated to them according to the nature, scale and complexity of its business and the nature and range of services and activities undertaken in the course of that business.
• Treat all the Investors fairly. No Investor shall obtain preferential treatment, unless such preferential treatment is disclosed in the Prospectus and/or constitutional documents of the managed Fund.
• Provide the Investors, by means of a Durable Medium and in good time, with the essential information concerning the execution of a Subscription, Redemption or Transfer request, unless a third person, such as the Fund Administrator, is required to do so under a relevant contractual agreement and ensure that any third person complies with its obligations.
• Ensure that all information, including marketing communications, addressed by the Company to the Investors are fair, clear and not misleading and that marketing communications are clearly identifiable as such, and
• Provide to the Investors appropriate information in a comprehensible form about the managed Fund’s activities and costs.

1. Fair treatment of Investors

The Company shall take all necessary actions to ensure that any preferential treatment accorded to one or more Investors will not result to an overall material disadvantage to other Investors.

The Company shall not be regarded as acting honestly, fairly and in accordance with the best interests of the Investors if, in relation to the activities performed when carrying out the functions as per its terms of authorization, it pays or is paid any fee or commission, or provides or is provided with any non- monetary benefit, other than the following:

• A fee, commission or non-monetary benefit paid or provided to or by itself or a person on behalf of the managed Fund and/or the Company;
• A fee, commission or non-monetary benefit paid or provided to or by a third party or a person acting on behalf of a third party, where the Company can demonstrate that the following conditions are satisfied:
      i. The existence, nature and amount of the fee, commission or benefit, or, where the amount cannot be ascertained, the method of calculating that amount, is clearly disclosed to the Investors in a manner that is comprehensive, accurate and understandable, prior to the provision of the relevant service;
      ii. The payment of the fee or commission, or the provision of the non-monetary benefit are designed to enhance the quality of the relevant service and not impair compliance with the Company’s duty to act in the best interests of the Investors.
• Proper fees which enable or are necessary for the provision of the relevant service, including custody costs, settlement and exchange fees, regulatory levies or legal fees, and which, by their nature, do not give rise to conflicts with the prescribed duties to act honestly, fairly and in accordance with the best interests of the Investors.

The disclosure of the essential terms of the arrangements relating to the fee, commission or non-monetary benefit in summary form shall be considered as satisfactory for the purposes of point (i) of second paragraph above, provided that the Company commits to disclose further details at the request of the Investors and provided that it fulfils this commitment.

2. Corporate Opportunities

Each employee, officer, and director of Delfi Capital, is prohibited from taking for themselves personally opportunities that arise using corporate property, information, or position and for using such for any personal gain, may not compete with Delfi Capital either directly or indirectly; and owe a duty to Delfi Capital to advance its legitimate interests when the opportunity to do so arises. Each employee should have no significant financial interest in, or dealings with other competitors or persons who have established a business relationship with Delfi Capital. Such interests or dealings may compromise loyalty and may cause speculation or misunderstanding.

3. Competition and Fair Dealing

Delfi Capital seeks to outperform its competition fairly and honestly by seeking competitive advantage through superior performance. We do not engage in illegal or unethical business practices Delfi Capital and its employees, officers, and directors should endeavour to respect the rights of, and deal fairly with, investors, vendors, and competitors. No employee, officer, and director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. Any statements regarding the Company’s products and services must not be untrue, misleading, deceptive and/or fraudulent.

4. Reporting Any Illegal or Unethical Behaviour

Each employee, officer, and director, is required to report any illegal or unethical conduct about which they become aware, including those concerning money-laundering matters. Employees may report concerns to the Compliance Department. Delfi Capital will not retaliate or discriminate against any employee because of a good faith report. Each person has the right to report directly to a regulator and may do so anonymously.

5. Bribery and Corruption

All employees, officers and directors are prohibited from making payments or offering or giving anything of value, directly or indirectly, to public officials of any country, or to persons in the private sector, if the intent is to influence such persons to perform or reward them for performing a relevant function or activity improperly or to obtain or retain business or an advantage during a business conduct. Delfi Capital’s business should be awarded solely on a basis that reflects both the Company’s best business interests and its high ethical standards. Any transactions involving bribery or corrupt are strictly forbidden and the Company takes a zero-tolerance approach to any such activity.

6. Equal Employment Opportunity, Discrimination & Harassment

The diversity of Delfi Capital’s employees is a valued asset. We are firmly committed to providing equal opportunity in all aspects of employment. Equal opportunity employment practices extend to all aspects of employment, including recruitment and hiring, compensation and benefits. We do not tolerate verbal or physical conduct by any employee that harasses another employee or creates an intimidating, offensive or hostile work environment. Examples of a harassment include:

• Insulting or derogatory jokes, remarks or conduct, ostracizing behaviours
• Disparaging or abusive comments
• Threats or intimidation, physical attacks
• Negative gender or any other negative stereotyping
• Offensive or belittling objects or pictures displayed or circulated in the workplace.

7. Environment, Health and Safety

Delfi Capital is committed on protecting the environment, respecting the standards of communities around jurisdictions where does business, and providing a safe and healthy workplace for its employees and other business partners is one of our core values. It is our priority to protect our employees and business partners. Our aim is to provide a safe and healthy work environment where people interact with respect. We prohibit the possession of illegal drugs, alcohol, firearms, guns, explosives, and any other weapons of any kind, as well as ammunition while on Delfi Capital’s premises. We do not tolerate any acts or threats of violence against employees and business partners. Further, we ensure a safe and healthy work environment by:

• Following established rules and practices through our business continuity policy.
• Promptly reporting accidents or injuries, and
• Vigilantly guarding against unsafe equipment, practices or conditions.

If you feel that any practice is not the safest, we could follow please contact the Compliance Department so that we may promptly address your concern.

1. Conflicts of Interest

Conflicts of Interest may arise when a person’s personal, social, financial or political interest interferes, or potentially interfere, with their loyalty to and the interests of the Company, or where the interests of an employee or the firm are inconsistent with those of a client or potential client, resulting in the risk of damage to the interests of Delfi Capital or one or more of its clients.

A conflict may arise, for example, if an employee takes an action or has an interest that could appear to make it difficult for the employee to conduct the employee’s responsibilities to Delfi Capital and/or the client honestly, objectively and effectively, or if such employee or any person associated with the employee, including but not limited to members of the employee’s family or household, receives an improper personal benefit, such as financial benefits or preferential treatment, that could potentially interfere with the independent exercise of judgement while performing their duties.

The Company have adopted policies, procedures, and controls designed to manage conflicts of interest, including this Conflict of Interest Policy. Each employee, officer, and director, is required to comply with these and other compliance related policies, procedures, and controls and to help mitigate potential conflicts of interest by adhering to the following standard of conduct:

• Act solely in the best interests of clients/investors.
• Uphold and promote Delfi Capital’s high ethical and professional standards.
• Identify, report, and manage actual, or potential conflicts of interest, and
• Full and fair disclosure of any conflicts of interests to the Compliance Department.

2. Gifts and Entertainment

All employees, officers, and directors must act in the best interests of our clients and consider the reputation of Delfi Capital when receiving or providing any gift or entertainment. All employees, officers, and directors are prohibited from offering, promising, giving or receiving, or authorising others to offer, promise, give or receive anything of value, either directly or indirectly, to any party in order to improperly obtain or retain business, or to otherwise gain an improper business advantage. Further, all employees, officers, and directors are prohibited from providing gifts or anything of value to public officials or their employees or family members in connection with Delfi Capital’s business for the purpose of obtaining or retaining business or a business advantage.

Before offering or receiving any gift and/or entertainment to/from a third party, employees should consider whether it is necessary for them to obtain appropriate management and where necessary approval from the Compliance Department and whether such a gift and/or entertainment is required to be recorded in the relevant Inducements Register.

3. Record Keeping

Delfi Capital requires honest and accurate recording and reporting of information in order to conduct its business and to make responsible business decisions. Delfi Capital is subject to regulations regarding maintenance and retention of books and records. All books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect Delfi Capital’s transactions, and must conform both to applicable legal requirements and to Delfi Capital’s internal controls. Employees and directors are prohibited in creating or participating in the creation of any Company’s records that are intended to mislead anyone or conceal anything improper.

All books, records, accounts, etc., must be maintained in confidence, safeguarded from loss and destruction, and subjected to internal control and audit procedures. Directors, officers and employees must be honest and straightforward when dealing with internal or external auditors.

4. Confidentiality

Delfi Capital’s employees and directors have an obligation of confidentiality to Delfi Capital and its clients, except when disclosure is authorised by the Compliance Department or it is required by laws or regulations. Confidential information includes non-public information that might be uses by competitors or that might harm Delfi Capital or its clients, if disclosed, and non-public information that clients and other parties have entrusted to Delfi Capital. Employees should not acquire, use, access, copy, remove, modify, alter or disclose to any third parties any confidential information for any purpose other than to fulfil job responsibilities. All information and data resident on the Company’s computers, mainframe, network, are the sole and exclusive property of the Company. The obligation to preserve confidential information continues ever after employment ends.

5. Protection and Proper use of Corporate Assets

Each person irrespective of position held in the Company should make every effort to protect Delfi Capital’s assets and use them efficiently. Each person must use the Company’s assets and services for legitimate business purposes of the Company. Corporate assets include its physical assets, and proprietary information such as intellectual property information, business and marketing plans, financial data and any unpublished financial data and reports. Any unauthorised use or distribution of proprietary information constitutes a violation of Delfi Capital’s policies, theft, carelessness and waste have a direct impact on the Company’s financial performance and should be reported to the Compliance Department without any delay.

6. Electronic Communications

All employees and directors should use electronic communications for business purposes only and refrain from personal use, save in exceptional circumstances. Such communications include all aspects of voice, video, and data communications such as telephone calls, voicemail, email, fax and internet. All employees and directors should not participate in any online forums where the business of the Company or its clients is discussed as confidentiality may be compromised.

Any waiver of any provision of this Code for executive officers or directors may be made only by the Board of Directors and promptly disclosed in writing to shareholders along with the reason for the waiver. Any waiver for any provision of this Code with respect to any other employee, agent or contractor must be approved in writing by an executive director and immediately communicated to the Board of Directors.

All provisions covered in this Code are of the utmost importance to the Company, its shareholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its stated values and objectives. Delfi Capital expects from all of its employees, directors, and officers to adhere to these rules in carrying out their duties and responsibilities.

Delfi Capital will take appropriate and immediate action against any director, officer or employee, whose actions are found to violate these policies or any other policies of the Company. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code. Disciplinary actions may include immediate termination of employment or business relationship at the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

Adhering to this Code is a condition of employment. All new employees must acknowledge the Code upon intake and all salaried employees must acknowledge this Code annually. Employees are required to cooperate with any investigations into Code violations or Complaints.

Delfi Capital established and implemented policies and procedures for reporting illegal or unethical behaviour applicable to the receipt, retention, and treatment of:

• complaints received from any person (including non-employees) regarding possible misconduct under this Code, including but not limited to anti-money laundering, regulatory compliance, accounting, internal accounting controls, auditing matters and other law violations.
• confidential submission by employees of concerns regarding any questionable matter regarding possible violations of this Code, and
• Any concern may also include information on conflicts of interest, embezzlement, falsification of contracts, reports or records and theft.

All directors, officers and employees are required to report suspected or observed violations of the law, accounting or auditing matters or this Code. Examples of Complaints which must be reported are:

• Accounting or auditing matters (fraud or intentional error in the preparation, evaluation, review or audit of any financial statement, tax return or other financial reports of the Company).
• Falsification of contracts, reports or records.
• Non-compliance with the Company’s internal accounting controls and corporate policies.
• Violation of laws, rules, and regulations.
• Illegal or unethical behaviour in violation of this Code.
• Incidents of harassment (including sexual harassment and bullying).

All directors, officers and employees may report any complaint using the following methods:

• Discussion with supervisor, senior management, and / or human resources responsible officer
• Communicate the complaint directly to the Head of the Compliance Department
• Submission of complaint through Delfi Capital’s website, which can be done anonymously. In such a case please refer to Complaints handling procedure.

The Company is committed to ensuring that all employees, officers, and directors carry out their work in accordance with this Code and will provide all employees with suitable training on a regular basis according to the requirements of their roles and responsibilities. All procedures will be implemented to ensure and validate adherence on the Code by all employees, officers, and directors whilst an independent review by the Internal Audit Function will be carried on a frequent basis in relation to Company’s transactions, operations and all fulfilment of employee’s responsibilities. Results will be communicated directly to the Board of Directors, in order to identify the appropriate and necessary corrective actions.