Fideuram Gestions SA has adopted the Code of Ethics used by all companies of the Intesa Sanpaolo Group, which is based on a set of cohesive principles that guide employees on a daily basis.

The Code consists of three sections:

• our values
• rules of conduct in stakeholder relations
• implementation and control

As part of its business of providing investment activities and supplementary services, Fideuram Gestions SA (hereinafter the Management Company) may finds itself in a conflict of interest situation with an investor. By law the Management Company is required to identify circumstances that lead to, or may lead to, conflicts of interest that could be seriously prejudicial to the interests of one or more investors, and to develop an effective conflict of interest management policy, as befits the size and organization of the Management Company itself, as well as the nature, size and complexity of its activities. The Management Company has identified a series of situations of conflict of interest that could arise from the provision of services or investment activities and supplementary services, and has laid down the procedures to be followed and the measures to be adopted in order to manage such conflicts. The identification of situations where conflict of interest may arise and any related analysis is logged but constant innovation of product and process, together with significant factors outside the Management Company's control mean the identification of conflicts of interest is under constant review. Therefore, the Management Company constantly reviews the process, and seeks to identify all potential situations where conflict of interest may arise in the course of providing investment activities and services. Where actual instances of conflict of interest are identified they are logged in the Register of Services and Activities Giving Rise to Prejudicial Conflicts of Interest, which is kept in accordance with current legislation. Conflict of interest management policy further covers any circumstances the Management Company is aware of, or should be aware of, that could potentially cause a conflict of interest resulting from the structure and activities of the other companies in the Group. Upon request by the client, the Management Company will make the conflict of interest management policy available in its entirety.

The conflict of interest management policy adopted by the Management Company includes a series of organizational, procedural and monitoring safeguards which are set out in the following documents:

• The Code of Ethics: sets out the general principles of conduct with which the parties concerned must comply, and prohibits the receiving of gifts that exceed a modest value
• Personal Transaction Policy: sets out the investment transactions of relevant parties, stipulating specific obligations in terms of prior notification and authorization and the rules concerning the handling of confidential information
• Investment Management Agreement: governs the relationship between the Company and the Investment Fund Managers and stipulates how the Investment Manager must manage conflicts of interest
• Funds Prospectus - Investment Restrictions: identifies the mechanisms for dealing with a conflict of interest in investment in funds of the Group

Fideuram Gestions SA (hereinafter FG) has currently delegated its investment management functions in relation to the assets of the Sub-Funds to FIDEURAM ASSET MANAGEMENT (IRELAND) LIMITED (hereinafter FAMI) under article 85 of the Law. The Investment Manager FAMI is subject to Section 10 of the Investment Intermediaries Act, 1995 and according to MiFID Regulation 11, FG is classed as a “professional client” by FAMI. Under the terms of the Investment Management Agreement (hereinafter IMA) and subject to its objectives, policies and restrictions, and under the control, supervision and responsibility of the Management Company’s Board of Directors, the Investment Manager (acting as agent) has complete discretion on behalf of the Management Company FG (and without reference to the Management Company) to buy, sell, exchange or otherwise deal in, and subscribe for, investments and other assets with the exception of underwriting securities, and to effect transactions on any markets that the Investment Manager judges appropriate with regard to the management of the Sub-Funds, but always subject to the terms of Fideuram Gestions’s Best Execution Policy as set out below.

When executing or transmitting orders to intermediaries concerning financial instruments on behalf of the managed portfolios, the Management Company takes into account the following factors in order to obtain the best possible outcome:

• price
• cost
• likelihood of execution and settlement
• speed of execution
• size and nature of the order and any other relevant considerations that may reasonably be expected to influence the overall outcome

The Management Company generally affords a high relative importance to price in reaching the best possible outcome, however, it is understood that the relative importance that FGL attaches to each of the transmission criteria could depend upon:

• the nature of the financial instrument concerned
• the size of the order we are transmitting for execution
• the nature of the execution venue to which the order will be transmitted

The Investment Manager FAMI, responsible for UCITS under the terms of an IMA providing the portfolio management service, together with the reception and transmission of orders, adopts an execution policy, reviewed by ourselves, in accordance with our best execution policy in terms of importance attached to the relevant executing factors. In all cases, the Intermediaries are selected from entities that have an execution policy consistent with the best execution strategies outlined in this document, and which are subject to the application of the best execution guidelines under Directive 2010/43/EU (or are otherwise willing to contractually agree to meet the best execution requirements set out in the above mentioned Directive).

Fideuram Gestions S.A. adopts and applies the following strategy for exercising the participation and voting rights pertaining to the financial instruments held in managed UCITS in order to ensure that these rights are exercised for the sole purpose of promoting the interests of the investors in said UCITS.

It is stressed that Fideuram Gestions SA has currently delegated its management activity concerning UCITS to Fideuram Asset Management (Ireland) LTD under a dedicated Investment Management Agreement, Article 17 of which provides for the exercising of voting rights attached to shares in the managed funds to be signed over to the delegated party. For this reason, under monitoring and control obligations defined by the above article, and which are to be determined by the delegating party, the company asks that Fideuram Asset Management (Ireland) LTD follow the policy outlined below and report to the delegating party on the adoption of its provisions.

The Company normally represents the managed portfolios at the shareholders’ meetings of selected companies when it is judged of advantage to the managed portfolios, and where there is an opportunity to affect decisions regarding the shares with voting rights held by the Company.

Complaints must be submitted in writing to FIDEURAM GESTIONS S.A., 17A rue des Bains, L-1212 Grand-Duchy of Luxembourg, marked for the attention of the Compliance Department. Complaints may also be sent to the Company through its distributors.
The Compliance Department is entrusted with the handling of all complaints by a process involving the participation of multiple offices so as to ensure a thorough examination of the issues involved. The Company must handle all complaints with the utmost diligence, transparency and objectivity and must communicate its decision to the investor in writing within 90 days of receipt of the complaint by registered mail with return receipt. All relevant data is logged in the complaint register kept by the Company.
The rights and guarantees stipulated under Luxembourg law (Law of August 2, 2002) regarding the protection of individuals and the handling of personal information are recognized.
In the absence of a response sent to the investor within the set terms, or if the investor is not satisfied with the resolution of the complaint, before resorting to a court the investor may contact:

• Commission de Surveillance du Secteur Financier (CSSF) (the Luxembourg regulator) who acts as intermediary in out-of-court settlements between companies under its control and their clients

Below is the relevant passage from the CSSF site (www.cssf.lu, page “Protection des investisseurs”) with the complaint form.