FOREWARD

Since the founding of the Brightpoint Group, we have been motivated by three central thoughts that shape our daily actions:

1. For our customers, we go the extra mile
2. We make our contribution to the professionalisation, transparency and quality improvement of our industry
3. Together we develop solutions that both democratise access to alternative asset classes and make them accessible to a broader range of investors

The success of the Brightpoint Group depends very much on the trust of our esteemed customers, business partners, employees and our shareholders.

With this Code of Conduct, we are creating the basis to maintain and further develop this trust. In particular, our values such as transparency and responsibility, as well as compliant and ethically correct behaviour at all times play an important role here.

The values and principles explained below reflect the basic attitude of the Brightpoint Group, which is binding on us today as well as in the future. This Code of Conduct - supplemented by internal guidelines, manuals and instructions - is the standard by which all employees and bodies of the Brightpoint Group are compulsorily guided.

It sets a standard for ourselves, and is simultaneously a promise to the outside world that we will behave ethically, morally and responsibly towards our business partners and the public, as well as in our dealings with each other within the company and towards our environment. The guidelines of this Code of Conduct are to be seen as a whole and not independently of each other. Together we have the responsibility for the reputation of our company. This includes knowing – and complying with – the applicable legal requirements and internal rules. The misconduct of individuals can cause tremendous harm to all of us. The following principles of conduct form the basis of our actions.

This Code of Conduct comprises the common understanding of the companies Brightpoint Capital Advisors GmbH, Brightpoint Capital Invest GmbH, Brightpoint Luxembourg Sarl and Brightpoint Fund Services GmbH together with all companies affiliated with these companies within the meaning of Section 15 et seq. of the German Stock Corporation Act (AktG). These companies are hereinafter collectively referred to as the Brightpoint Group.

1. WE TAKE RESPONSIBILITY

As a European group of companies, we see ourselves as responsible for making a clear commitment to democracy, tolerance and equal opportunities across all borders.

Integrity is the fundamental building block of a trusting business relationship. The Brightpoint Group aligns its business actions and decisions with generally accepted ethical values, in particular integrity, credibility and respect for human dignity. We promote transparency, responsible management and control in the company in an appropriate manner.

For the Brightpoint Group, integrity continues to mean not avoiding the consequences of mistakes, but rather facing up to them. In doing so, we rely on trust and continuously develop it by means of honesty and clarity, both within the company and externally.

2. WE ACT IN ACCORDANCE WITH THE LAW AND WITH ETHICAL INTEGRITY

It is a matter of course for us to respect and comply with the laws and official regulations that apply in the respective countries in which we operate. The corporate bodies and employees of the Brightpoint Group should behave lawfully, sincerely, efficiently and ethically correctly. This means, in particular, acting responsibly with care, prudence, competence and commitment.

We strongly oppose attempts at bribery and corruption. We make entrepreneurial decisions independently and solely on the basis of economic, legal and ethical considerations. Personal profit motives, family or friendly relationships with business partners may not play any role in this, unless these are permitted by law. We conduct business transactions with friends on a neutral basis and, if possible, transfer responsibility and processing to colleagues. We ensure that all payments to participants do not exceed the level of reasonable remuneration for proper services. Our corporate bodies and employees do not accept bribes, nor do they pass them on to third parties.

We are committed to preventing and combating the financing of terrorism and money laundering. In order to prevent participation in money laundering transactions, we require all employees to critically analyse the underlying transactions behind our engagements, to document and report suspicions. We also expect this attentive care from our business partners.

Personal advantage for yourself or others through the use of company-internal knowledge is not permitted. The same applies to the disclosure of such insider knowledge.

3. WE RESPECT EMPLOYEES AND THIRD PARTIES

In the Brightpoint Group, we respect all people regardless of their ethnic origin, religion, beliefs, limitations, sexual identity, gender and age. We respect their dignity, rights and privacy.

We strive to recognise and understand the concerns of others. In a competitive environment, we want to be a fair competitor at all times and everywhere. We behave professionally, respectfully and fairly towards external partners for the benefit of our interest groups.

4. WE KEEP OUR PROMISES

Within the venture capital and private equity industry, commitments are made subject to supplementary information, in the context of due diligence and taking into account external events and other influences. Consequently, it is very important to the Brightpoint Group that there is clarity about what has been promised and what requires additional examination. Promises are made against the background of the conditions and circumstances known at that time. Regardless of whether such legal obligations require it, the Brightpoint Group and its employees only make promises if fulfilment is realistically assumed. Promises made are of equal effect, no matter to whom they have been made.

5. WE DISCLOSE CONFLICTS OF INTEREST

We take all necessary measures to avoid conflicts of interest between customers and the company, customers and individual employees, as well as within the group as far as possible or to resolve them where they should occur. In unavoidable cases, these conflicts of interest shall be disclosed. We expect our corporate bodies and managers to be role models in the workplace through their behaviour.

Gifts and invitations from business partners are, to a certain extent, in line with normal business practices. However, they may involve a potential conflict of interest and damage the reputation of the Brightpoint Group. Therefore, the acceptance of gifts and other benefits is generally prohibited if the interests of the Brightpoint Group are negatively affected or the professional independence of the employees could be endangered, whether actually or apparently. Only absolute transparency can protect the Brightpoint Group and the employees concerned from suffering harm. To protect yourself from this, cases of doubt should always be discussed with the manager.

Secondary activities must not conflict with the interests of the Brightpoint Group, in particular secondary activities for competitors, and must therefore be approved in advance.

6. WE MAINTAIN CONFIDENTIALITY

We treat all business matters of which we become aware in the course of our activities as strictly confidential – regardless of whether they concern the Brightpoint Group or our business partners – and use the utmost care in handling such information and storing it. Each individual employee contributes to the protection of this information. Confidential information concerning the company must be kept secret and may not be passed on to unauthorised persons – this also includes family and friends. We conduct discussions with confidential content in such a way that unauthorised third parties do not become aware of this. This applies in particular to telephone calls via telephone loudspeakers and video conferences.

We are aware of the risks of electronic business processing for the protection of privacy and the security of data. The effective prevention of these risks is an important part of our IT management, the task of the managers and the personal responsibility of all employees.

Confidential information is used exclusively for business purposes. In order to protect business partners and promote the functioning of the capital market, the Brightpoint Group respects the rules and the handling of inside information, in particular on confidentiality and the prohibition of recommendations.

7. WE PROMOTE THE INDUSTRY AND DO NOT HARM IT

To be successful, we generate and analyse new opportunities in the Brightpoint Group and pursue competitive advantages with determination. This approach in itself does not harm the venture capital and private equity industry, but promotes its growth and development. We make sure that we conduct our business responsibly and do not engage in practices that are likely to damage the image and interests of the industry. In addition, the Brightpoint Group promotes and supports the industry through membership in associations such as the BVK and participation in specialist conferences. Wherever possible, we contribute to the further development of the industry and society.

8. WE PROMOTE PROFESSIONALISMT

The success of our company depends to a large extent on our employees. Qualified and motivated employees make a decisive contribution to economic performance and are an important factor for success. Our employees always exercise their professional responsibility with the greatest possible professionalism and integrity. This means not only respecting the rights of others, but also avoiding anything that harms the Brightpoint Group.

Since the behaviour of employees also reflects on the company, there is a special requirement to avoid behaviour that has harmful effects on customers, colleagues or the public. On the basis of this Code of Conduct and our commitment, we always strive to resolve any conflicts in such a way that the persons involved are respected and, as far as possible, their interests and needs are taken into account.

CONSEQUENCES OF NON-COMPLIANCE WITH THESE PRINCIPLES

This Code of Conduct combines applicable legal and operational regulations. The obligation to comply with the principles listed in the Code of Conduct arises either directly from the laws, company guidelines and regulations or as an ancillary obligation under the employment contract. Managers are responsible for raising the awareness of their staff. Deliberate violations of these provisions lead to consequences under labour law within the framework of the applicable provisions. In case of ambiguities and questions about business processes, the manager should be informed or asked for advice.

NOTES AND COMPLAINTS

Any employee may make a personal complaint to the manager, the Head of Compliance or the Executive Board or point out circumstances that indicate a violation of the Code of Conduct.

PROVISION OF CODE OF CONDUCT

Every employee shall be given this Code of Conduct.