Code of Conduct


The approval of this Code is the competence of the Board of Directors, after consulting the Compliance department and the Supervisory Board.

The Board of Directors ensures that the Code of Conduct is subject to periodic review, to be carried out at least once a year and whenever changes in legislation and regulations so justify.

The Compliance department assesses the compliance and completeness of the Code, at least once a year, and submits the results of its analysis to the Board of Directors and the Supervisory Board.


The Code of Conduct sets out the principles and rules of conduct governing the various aspects of the Company's relations with counterparties, implementing the legal and regulatory rules to which Carregosa SGOIC is bound.

The Code of Conduct covers rules of conduct to be complied with by Employees in the exercise of their functions, both internally and in their relations with counterparties, considering general or common rules and specific rules applicable to each of these areas, without prejudice to the prevalence of legal and regulatory standards.

The documents mentioned in this Code, regarding Policies or other rules approved by the Company are an integral part of this Code of Conduct, for the purpose of assessment of compliance or non-compliance by Employees.

The Code of Conduct considers the management activity of open or closed investment funds, whose object is the investment in real estate assets, known as real estate investment funds, as the main activity of Carregosa SGOIC.

As the Company is subject to compliance with rules of prudential and behavioural nature, this Code aims, in particular, to detail the latter dimension. Nevertheless, the organizational structure of Carregosa SGOIC will contribute with the appropriate conditions for the verification of the desired behaviours by the Employees.

The obligation to comply with the rules set out in this Code is addressed not only to the members of the management and supervisory body, but also to the holders of essential functions and any of the Employees, whether or not integrated in its internal organization, including bound agents, delegates or promoters and trainees, as well as subcontracted entities, involved in the exercise or supervision of activities or operational functions that are essential to the provision of services on an ongoing basis and under conditions of quality and efficiency, herein abbreviated, all of them, unless expressly excepted, as Employees.


All Employees must be made expressly aware of the essential principles and rules of conduct that govern the Company's business and of the specific rules and procedures applicable to the performance of their duties.

In particular, with regard to the members of the management bodies, as well as persons holding management, executive, managerial or similar positions, such persons acknowledge their legal and corporate duty to perform their duties with the diligence of a judicious and orderly manager and take into account the interest of the financial system and of counterparties in general.

The internal disclosure of the Code and the regulations that complement it is made by direct communication by the Board of Directors.


The organization of Carregosa SGOIC aims to develop the activity in compliance with high levels of technical competence, based on human and material resources sized and adequate to ensure appropriate conditions of quality and efficiency, taking into particular consideration the legitimate interests of counterparties and the essential values of safeguarding, credibility and efficiency in the pursuit of its activity.

The organizational structure established aims to ensure:

  1. The efficient and profitable development of the activity, ensuring the effective allocation of resources, business continuity and the sustainability of the Company, through the management and control of activity risks, the prudent valuation of assets and liabilities, as well as the implementation of mechanisms to prevent unauthorized, intentional or negligent actions;
  2. The existence of complete and reliable financial data to support decision making;
  3. Compliance with applicable legal and regulatory requirements, including those relating to the prevention of money laundering and the financing of terrorism, as well as with professional and ethical standards and practices, statutory and internal rules, including rules of conduct, with particular emphasis on those relating to relations with counterparties and the guidelines of the Governing Bodies, as well as the recommendations of the Portuguese Securities Market Commission (CMVM) and the European Securities and Markets Authority (ESMA), in order to protect the reputation of Carregosa SGOIC and ensure compliance with legal and complementary rules and good practice in the sector.
5.1 Guidelines for Decision Making

When faced with a conflict of ethical nature, Employees should try to answer the following questions before making a decision:

  1. Is the decision within the legal boundaries?
  2. Does the decision comply with established internal procedures?
  3. Is the decision consistent with the Company's long-term goals and objectives?
  4. Does the decision safeguard internal and external relationship values?
  5. Would I be comfortable with the public disclosure of my decision?

The Employee should not proceed with the decision in cases where the answer to any of the previous questions is "no", "maybe", or "don't know".

In cases where the Employee answers any of the questions with "maybe" or "don't know", the Employee should seek to clarify his or her doubts with the Compliance department, only proceeding if these interactions do not result in a negative answer to any of the aforementioned questions.

5.2. Confidentiality and Data Protection

Employees of Carregosa SGOIC may not reveal or use information on facts or elements concerning the life of the institution or its relations with the counterparties with which it relates, knowledge of which comes exclusively from the performance of their duties or the provision of their services.

The Company is therefore subject to the duty of professional secrecy in the terms established for banking secrecy.

The duty of secrecy does not cease with the end of the functions or services.

The Company establishes and keeps updated the "Data Protection and Privacy Policy" and has mechanisms that allow it to strictly comply with legal and regulatory standards relating to the protection of personal data of third parties with which it relates.

Carregosa SGOIC imposes a duty of confidentiality on Employees who have access to personal data relating to any counterparties with which it relates, internally or externally.

Facts or elements of the counterparty's relationship with the Company may be disclosed:

  1. Upon authorization by the counterparty, transmitted to Carregosa SGOIC, to whomever the counterparty indicates;
  2. To supervisory and judicial authorities, within the scope of their powers;
  3. Parliamentary committees of inquiry of the Assembly of the Republic, to the extent strictly necessary to achieve their object, which specifically includes the investigation or examination of the actions of the authorities responsible for the supervision of credit institutions or the legislation relating to such supervision.

The Company, in compliance with the applicable legal and regulatory requirements, will cooperate with the various authorities, providing the information requested in a rigorous, clear and timely manner, within the scope of the legal exceptions to the duty of secrecy.

The provision of any information requested by supervisory and judicial bodies, or by anyone acting as the legal representative of the counterparty, must be carried out with the intervention of the head of the respective department, who must be informed of the terms of the request and the information to be provided.


The Company adopts the best practices with regard to compliance with legal and regulatory requirements on the prevention and combat of money laundering and financing of terrorism, having internal policies that, under the law, enable it to detect and report potential situations of money laundering and terrorist financing, keeping to this end updated the "Policy on Anti Money Laundering and Counter Terrorist Financing".

Carregosa SGOIC considers, under the law, the sanctions imposed by the United Nations Security Council or by European Union regulation, which impose restrictions on the establishment or maintenance of financial or commercial relations with States, entities or individuals.

Without prejudice to the obligation of all Employees to act in full compliance with the provisions of the "Policy on Anti Money Laundering and Counter Terrorist Financing", the following obligations of Employees should be noted:

  • Not to disclose, by any means, to the counterparty or third parties that a communication is being considered or has been made to the judicial authorities, as well as the existence of an investigation process in progress;
  • Ensure the preservation of all documents relating to the execution of the duties of prevention of money laundering and financing of terrorism;
  • Attend, with success, trainings given by external entities and credited;
  • Report, in accordance with the "Policy on Anti Money Laundering and Counter Terrorist Financing", any suspicion they have about a counterparty or its transactions.

Violation of any of the duties identified in the preceding paragraph is classified as unacceptable behaviour.


Insider information is defined as any information not made public that, being precise and relating directly or indirectly to any issuer or to securities or other financial instruments, would be likely, if it were made public, to significantly influence their market price.

Employees are barred from using, even after their link ends, any privileged information obtained as a result of their work for the Company.

Except when such information is publicly disclosed, under no circumstances may an Employee take advantage, for him or herself or for a third party, of any privileged information obtained in the course of his or her duties.

It is a violation of the prohibition against the unlawful use of privileged information to transmit such information to a counterpart with whom the Employee maintains, in the course of the performance of his duties, close or recurrent relations and even if it is in his or her best interest, as well as the sharing of such information outside the context of Carregosa SGOIC in an informal environment of friends and even within the family, even if the degree of intimacy is high.

The violation of the prohibition of illegitimate use of inside information, depending on the configuration of the specific case, constitutes a misdemeanor or a crime of insider trading.


Employees must act in accordance with the principles of loyalty, independence, impartiality, transparency, honesty, fairness and good market practices.

The performance of the Company's Employees, in the exercise of their functions, will seek, at all times, to act in the sole interest of the participants and the integrity of the market, with a high degree of competence, care and diligence, in order to foster the stability of relations.

Carregosa SGOIC employs the highest suitability, rigor, impartiality and absolute transparency of processes, refraining from adopting behaviours that affect the credibility, good name and reputation of the counterparties with which it relates, of the Company itself and of any market in which it operates.

In relations with all parties involved in the management activities of collective investment funds, Employees must observe dictates of good faith, in accordance with high standards of diligence, loyalty and transparency.

No investor in an AIF may benefit from preferential treatment, except in the case of AIFs addressed exclusively to professional investors, provided this fact is disclosed in the respective instruments of incorporation.

The company will effectively possess and apply the resources and procedures necessary for the adequate performance of its functions in order to observe all legal and regulatory requirements applicable to its activity, seeking to promote the pursuit of the exclusive interest of participants and market integrity.

Any behaviour that is not guided by the principles set forth in the preceding paragraphs, or that contributes to the concealment of its violation, by itself or by third parties, is considered unacceptable.


In the performance of their duties, Employees must comply with the provisions of the Conflict of Interest Policy, highlighting in particular that:

  • Carregosa SGOIC will avoid conflicts of interest and, if they are unavoidable, will ensure that the collective investment funds managed and respective participants are treated equitably;
  • The Company will identify potential conflicts of interest in its relationship with counterparties and provide them with fair, transparent and considerate treatment;
  • Employees may not intervene in the process of appraising and deciding on transactions or the acquisition of goods and services in the name and on behalf of the Funds under management whenever there is a potential for conflicts of interest;
  • Employees must notify potential or actual conflicts of interest situations, under the terms of the respective Policy.

In cases where it is impossible to resolve the circumstances of conflicts of interest with counterparties, they are duly and timely informed of such fact, under the terms of the respective Policy.

Under the terms of the Conflicts of Interest Policy, rules are defined for the assessment and execution of transactions with related parties, which conform the actions of Employees in their own name or in representation of persons or entities associated with them.

Violation of the rules included in the preceding paragraphs, as well as attempts to conceal their violation, are considered unacceptable behaviour.


The Company's Employees must comply with legal and contractual limitations on accumulation of functions in other financial and non-financial entities.

The supervisory entities may oppose that members of the management or supervisory bodies exercise management or supervisory functions in other entities if they consider that the accumulation is likely to prejudice the exercise of the functions that the person concerned already performs, namely because there are serious risks of conflicts of interest or because such fact would result in a lack of availability for the exercise of the position, as provided for by law or regulation.

Activities within the scope of political parties or associations by Employees must be carried out on a personal basis, making clear their separation from the exercise of functions in the Company, omitting the existence of such a relationship and, if it is raised or identified, stating the said separation and never using, in the exercise of the same activities, information whose knowledge derives from the development of their functions in Carregosa SGOIC.


The acceptance or availability by Employees of any donations, offers or benefits is regulated by the Conflicts of Interest Policy.


Unless previously authorized by the Board of Directors, Employees are barred from making any public statements that may involve, even indirectly, the Company.

The provisions of the previous paragraph are not applicable to Employees whose duties require, by their nature, the making of such statements.


At all times, Employees must strive to uphold the good name of the Company in their relations with any current or potential Employees and counterparties, conducting themselves with the utmost politeness in order to provide a suitable relationship and adhering to a strict duty of respect.

Employees must use the Company's facilities and the resources necessary for the exercise of their functions in a zealous and limited manner, in particular by ensuring that their actions do not jeopardize the conservation of resources or their cleanliness, as well as that no avoidable noise is made that might jeopardize the conditions under which other employees can carry out their tasks.


In terms of the personal status of Employees in the performance of their duties, the Company has defined the principles and rules of conduct applicable to the prevention and combat of discrimination and harassment at work, constituting, in accordance with the provisions of article 127, no. 1, paragraph k) of the Portuguese Labour Code, a self-regulating instrument, establishing an active policy aimed at avoiding and, where it is not possible to avoid, identifying, understanding, eliminating and punishing behaviour that may constitute harassment at work.


Any breach by Company Employees of legal, regulatory and internal principles and rules of conduct constitutes an Employee's duties, and may lead to the Company initiating disciplinary proceedings to ascertain the facts and, if justified, applying the corresponding disciplinary sanctions.

Disciplinary proceedings are without prejudice to other legal effects decided by a judicial authority, such as disqualification from holding office and possible civil, misdemeanour or criminal liability, generating obligations for the offender, whether in the form of compensation and fines, or criminal penalties (e.g. fines and imprisonment), and additionally, accessory penalties, including forfeiture of the economic benefit obtained by the offender.

When an illicit act is found to be based on the violation of a duty, the application of sanctions does not exempt the offender from complying with the duty, when this is still possible.

15.1. Disciplinary Responsibility

The assessment of situations of violation or non-compliance by a member of the executive or supervisory boards, as well as the decision on their possible consequences, falls under the competence of the Board of Directors, without prejudice to the decision of dismissal being the exclusive competence of the General Meeting.

The assessment of situations of non-compliance by those responsible for internal control functions, as well as the decision on their possible consequences, is the responsibility of the Board of Directors and the Supervisory Board.

In any event, the measures to be adopted shall take into account the specific circumstances surrounding the reprehensible behaviour, namely with regard to the degree of fault, the measures taken to put an end to it, the speed with which such measures were taken, the spontaneous communication of the situation in question or the absence of such communication, the Employee’s previous reprehensible behaviour, and any other potentially relevant elements.

15.2. Liability for Misdemeanors

The Company's potential liability does not exclude individual liability of its Employees, and does not preclude individual liability in the event that the legal type of infraction requires certain personal factors and these are found only in the Company or in one of the individuals involved, nor in the event that, if the staff member is required to act in the Company's interest, the Employee has acted in the Company's interest.

Directors are liable, although this may be especially mitigated, when, even if they are not directly responsible for the structural unit where the infraction took place and their liability is based solely on the fact that, knowing or having knowledge of the infraction, they did not immediately take the appropriate measures to put an end to it.

Attempt and negligence are always punishable.

Under the Portuguese Securities Code, violations of the rules of conduct relating to investment services in financial instruments constitute administrative offences punishable by a fine. In particular, the use or transmission of inside information (except where this also constitutes a criminal offence) constitutes a very serious administrative offence, punishable by a fine of between €25,000.00 and €5,000,000.

The administrative offences set out in the RGOIC (Portuguese Law no. 16/2015, of 24th February) are subject to fines ranging from €12,500.00 (minimum limit for serious administrative offences) to €5,000,000 (maximum limit for very serious administrative offences).

Under the legal framework on anti money laundering and counter terrorist financing, a fine of between €25,000.00 and €5,000,000 is applicable if the agent is a natural person, and the limit may be increased due to the amount of the economic benefit resulting from the offence.

15.3. Criminal Liability
15.3.1. Breach of the prohibition on the use or disclosure of information

The portuguese law provides for the punishment of a prison sentence of up to 5 years or a fine for anyone who possesses inside information due to their position as a member of the administrative, management or supervisory body of an issuer or as holder of a stake in its capital, or due to the work or service they provide, on a permanent or occasional basis, to an issuer or other entity; or by virtue of their profession or public office; or, in any way obtained by means of an unlawful act or which presumes the commission of an unlawful act, and transmits it to someone outside the normal scope of his or her functions or, on the basis of this information, trades or advises someone to trade in securities or other financial instruments or orders their subscription, acquisition, sale or exchange, directly or indirectly, for himself, herself or for others.

Furthermore, anyone who, under the circumstances set out above, possesses inside information and, based on that information, orders or advises anyone to order, directly or indirectly, for themselves or others, the modification or cancellation of an order, shall be punished with imprisonment of up to 5 years or with a fine.

Any other person who, having knowledge of inside information, discloses it to another person or, on the basis of such information, trades or advises anyone to trade in securities or other financial instruments or orders their subscription, acquisition, sale, exchange or modification or cancellation of an order, directly or indirectly, for himself or for another person, is punished with a prison sentence of up to 4 years or with a fine of up to 240 days.

Under the legal framework on antimoney laundering and counter terrorist financing, illegitimate disclosure to clients or third parties of the information, communications, analyses or any other elements provided for, as well as revealing or favouring the discovery of the identity of the person who provided the information, documents or elements, is punishable, with regard to natural persons, with a prison sentence of up to three years or a fine.

15.3.2. Crime of Disobedience

Anyone who refuses to obey legitimate orders or mandates issued by the authorities with legal powers under the legal framework on anti money laundering andcounter terrorist financing, within the scope of their duties, or by any means creates obstacles to their execution, incurs the penalty provided for the crime of qualified disobedience. The same penalty is incurred by those who fail to comply with, hinder or defraud the enforcement of ancillary sanctions or precautionary measures applied in administrative infraction proceedings.

15.3.3. Impediment to Exercise of Functions. Unsuitability

The suitability for the exercise of functions of the members of the management and supervisory bodies, as well as of those responsible for the Compliance, control and risk management functions, or other functions that may be considered as such by the Company or defined through regulation by the CMVM, is subject to evaluation for the exercise of the position and throughout their mandate, and they must, among others, meet the suitability and professional qualification requirements, the lack of which is grounds for refusal of authorization to exercise functions. Violations of the rules of professional conduct are considered in the evaluation of suitability.