Conflicts of Interest Policy

Argus Management Ltd ( the Company) maintains a Conflicts of Interest Policy to ensure that it takes all reasonable steps to identify, prevent, manage and monitor the conflicts of interest that may arise in connection with the provision of collective management services to the AIFs it manages and their investors. The establishment of effective measures and procedures against conflicts of interest prevent them from adversely affecting the interests of the Company’s Investors.

To meet its fiduciary duty towards its Investors, the Company is responsible for undertaking all necessary steps to identify potential conflict of interest situations in due time and is obliged to establish and implement procedures either to avoid or to resolve such a threat.

A conflict of interest is a situation, arising in any area of the Company’s business, where the Company or an employee of the Company is in a position to exploit a professional or official capacity in some way which may benefit the Company, or the employee of the Company, or an Investor of the Company, whilst potentially damaging the interest of another Investor or an AIF under the management of the Company.

The affected parties, if a conflict of interest arises, may be the Company, its Directors, officers, employees, Investors or any other professionals involved with the Company such as delegated fund administrators, depositary(ies), auditors, valuers or other service providers to which functions of the Company are delegated or service providers engaged by the Company to facilitate the effective integration of sustainability risks within the Company’s processes, systems and internal controls. More specifically, a conflict of interest may arise, between the following parties:

The Company, including its Directors, officers, employees or any person directly or indirectly linked to the control of the Company, and the AIF managed by the Company or the Investors in that AIF; or

The AIF or the Investors in that AIF, and another AIF or the Investors in that AIF; or

The AIF or the Investors in that AIF, and another Client of the Company; or

Two Clients of the Company; or

An AIF and the Company; or

Two Investors of the Company; or

An Investor of the Company and a Director of the Company; or

The Company and a third-party service provider to which the Portfolio Management function is delegated; or

The Company and the Auditors; or

The Company and the Depositary(ies); or

The Company and the delegated Fund Administrator(s); or

The Company and the Internal Auditor; or

The Company and the Legal Advisor; or

The Company and a Valuer; or

An AIF or the Investors in that AIF and another AIF or the Investors of the other AIF; or

The Company and another service provider.
Notification
Assessment
Classification
Resolution
Recording
Notification
All personnel of the Company are required to disclose any potential conflicts of interest, both financially and non-financially as soon as they become aware of them. On a general basis, the conflict is communicated to the conflict resolution officer (the Conflict Resolution Officer) who is responsible to ensure that the conflict management procedure is attended to until resolution. The role of the Conflict Resolution Officer is assigned to the Head of Regulatory Compliance, unless the complaint relates to the Head of Regulatory Compliance, or the Head of Regulatory Compliance has a conflict of interest, whereas in those cases the complaint is forwarded to the Chief Executive Officer.

Possible conflicts of interest identified during the assessment of a proposed investment, are communicated directly to the members of the Board who are responsible for approving or rejecting the investment. The decision is based on the independent assessments and recommendations of the assigned Portfolio Manager or Risk Manager.
Assessment
The Conflict Resolution Officer assess all conflicts of interest situations communicated by a staff member. Such assessment shall include (but is not limited to) assessing:

Whether the situation represents an actual or potential conflict of interest. Where it is deemed that the reported situation does not result to a conflict, the Conflict Resolution Officer informs accordingly the member of the staff which submitted the allegation and explains the reasons justifying the non-conflicting status. The notification is made in the awareness of the Chief Executive Officer.

The likelihood (probability) of a potential conflict occurring.

The severity of the impact of the conflict on the Company, its stakeholders and Investors (where relevant).

The severity of the conflict is determined with the use of a proprietary model.
Classification
Depending on the nature of the conflict of interest, the Conflict Resolution Officer classifies the conflict in one of the following categories and acts accordingly:

Organizational: Such situations are addressed by the Board of Directors.

Policy: Such situations are addressed by the Board of Directors.

Operational: Such situations are addressed by the Chief Executive Officer.

Transactional: Such situations are addressed at the Board, during the meeting where the concerned transaction shall be evaluated by at least two (2) members of the Board.

Relationships: Such situations are addressed by the Chief Executive Officer.

Outside Commitments: Such situations are addressed by the Chief Executive Officer.

Decision Making: Such situations are addressed by the Board of Directors.

Resolution
The Company, either through its Chief Executive Officer or its Board of Directors, will take the necessary actions to resolve and/or manage conflicts of interest and/or potential conflicts of interest. This may include (but is not limited to):

Manage the situation to prevent the conflict of interest arising as mentioned.

Manage the situation to ensure the interests of the Company do not conflict with the interests of Investors.

Where the organizational or administrative arrangements are not sufficient to ensure, with reasonable confidence, that risks of damage to the concerned Investors are prevented, notify the conflict of interest to the concerned AIFs and/or their Investors so that either a satisfactory course of action may be decided on or the AIFs and/or their Investors may elect to resolve the matter via another route.

The responsiveness of the resolution depends on the severity of the situation, as determined by the proprietary model. If the severity is classified as “Medium to High” or “High”, the situation warrants immediate attention, and in the case of the Board an ad-hoc meeting will be convened - either physically or via conference call - for discussion and ratification of mitigation steps.
When the measures taken by the Company to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that the risk of damaging the Investors’ interests will be prevented, the Company will disclose the conflicts of interest to the concerned AIFs and/or their Investors before undertaking business on their behalf or during their Business Relationship, as applicable. Thus, the following information shall be disclosed to such Investor:

Any material conflict of interest flowing from its operating conditions.

The general nature and/or source of a conflict of interest in case the Company is not reasonably confident that risks of damage to an Investor’s interests is prevented by way of the Conflicts of Interest Policy and related procedures.

The disclosure will be communicated either through the Offering Document, for conflicts that arise before undertaking business on behalf of an Investor or through a Durable Medium, for conflicts identified during the Business Relationship.

Where information is provided by means of a website and is not addressed personally to the Investor, the Company must ensure that the following conditions are satisfied:

The Investor has been notified of the address of the website, and the place on the website where the information may be accessed and has consented to the provision of the information by such means.

The information must be up to date.

The information must be accessible continuously by means of that website for such period of time as the Investor may reasonably need to inspect it.
The Head of Regulatory Compliance is vested with the responsibility of making sure that the Conflicts of Interest Register is maintained. The Conflicts of Interest Register includes, at a minimum, the following information:

Date of identification and recording.

Conflict Resolution Officer.

A description of the identified situation.

All circumstances in which a conflict of interest and/or potential conflict of interest has been identified as having arisen.

Probability, impact and gross risk ratings.

Classification of the actual or potential conflict.

Persons or body responsible for the ratification of the resolution (prevention/mitigation action).

The prevention or mitigation action(s) decided for action.

A note whether the conflict was disclosed to Investors, where applicable.

Subsequent (monitoring) actions.

The revised risk (net risk) assigned after the implementation of prevention or mitigation action.

The Conflicts of Interest Register shall be updated each time a conflict of interest or potential conflict of interest is identified as having arisen and shall be kept for a minimum of five (5) years.

The Chief Executive Officer shall receive an up-to-date Conflicts of Interest Register on a frequent basis, and at least annually.
The Head of Regulatory Compliance arranges for the provision of periodic conflicts of interest training to all employees of the Company, including, inter alia, training for the purposes of identifying circumstances which may give rise to conflicts of interest, because of the Company’s integration of sustainability risks in its processes, systems, and internal controls.

Conflicts of Interest Policy

Notification