Amended: September 2026 | Version: 2026.1

PROSPERGATE CAPITAL LTD, is a company registered under the laws of the Republic of Cyprus, with registration number C369583. It is a regulated Cyprus Investment Firm (“CIF“) authorised and regulated by the Cyprus Securities and Exchange Commission (“CySEC“) under license number 361/18. The Company also acts as the External Manager of PROSPERGATE FUND AIFLNP V.C.I.C LTD.

The registered office of the Company is situated at 2 Filiou Zannetou street, 3021 Limassol, Cyprus.

For the purposes of, inter alia, this Conflict of Interest Policy, the Company operates under:

• Directive 2014/65/EU (“MiFID II“), as implemented in Cyprus by the Investment Services and Activities and Regulated Markets Law of 2017 (Law 87(I)/2017), as amended;
• The Commission Delegated Regulation (EU) 2017/565, supplementing Directive 2014/65/EU as regards organisational requirements and operating conditions for investment firms, and the applicable ESMA guidance on conflicts of interest and inducements;
• The Alternative Investment Funds Law of 2018 (L.124(I)/2018) and, in respect of the Company’s role as External Manager, the Small Alternative Investment Fund Managers Law of 2020 (L.81(I) of 2020) (“the SMALL AIFM Law“), as amended and supplemented. 

Pursuant to the Commission Delegated Regulation (EU) 2017/565, the Company is required to establish, implement and maintain an effective Conflict of Interest Policy, set out in writing and appropriate to the Company’s size, organisation, and the nature, scale and complexity of its business.

Further, under Law 87(I)/2017, the Company must take all appropriate steps to identify conflicts of interest between itself — including its managers, employees and other related persons, and any person directly or indirectly linked to them by control — and its clients, or between one client and another, arising in the course of providing any investment service, including conflicts arising from inducements received from third parties or from the Company’s own remuneration and incentive structures.

This Policy does not, and is not intended to, create third-party rights or duties that would not otherwise exist, nor does it form part of any contract between the Company and a client.

In order to identify, monitor and manage all actual and potential conflicts of interest that may arise between the Company (including related persons) and its clients, the Company is committed to managing such conflicts so as to ensure the fair treatment of clients. This is achieved through procedures and controls designed to ensure that related persons engaged in different business activities involving a conflict of interest carry on those activities at a level of independence appropriate to the size and activities of the Company, and to the materiality of the risk of damage to clients’ interests.

For the purpose of identifying conflicts of interest that may arise in providing investment services and that may damage a client’s interests, the Company considers whether it, a related person, or a person directly or indirectly linked by control to the Company:

• is likely to make a financial gain, or avoid a financial loss, at the client’s expense;
• has an interest in the outcome of a service or transaction that is distinct from the client’s interest;
• has a financial or other incentive to favour the interest of another client or group of clients over that client;
• carries on the same business as the client;
• receives, or will receive, from a person other than the client, an inducement in relation to a service provided to the client, in money, goods or services, other than the standard commission or fee for that service;
• has a relationship with the issuer of a product, such as a close family relationship;
• keeps investor accounts with other investment firms without the Company’s prior authorisation;
• withholds information from investors to which they are entitled;
• uses inside or non-public proprietary information for its own purposes, or to recommend or solicit a transaction, or discloses such information to unauthorised personnel.

Conflicts of interest may occur in the context of, among others: relationships between clients and the Company’s management/employees; relationships between clients; the Company acting for its own account; agency dealings; dealing in any capacity; research; the holding of confidential information; corporate finance and capital markets activity; the Company’s group structure; fees and commissions; inducements; personal account dealing; relationships between the Company and its Board or Senior Management; and the Company’s various roles as lender and provider of investment and ancillary services.

Typical examples of conflict-of-interest behaviour include: using confidential client information for the Company’s or an employee’s own benefit; entering into unnecessary transactions to generate additional commission; and unduly influencing or advising a client with a view to a benefit for the Company, an employee, or another affiliated party.

The Company’s arrangements are designed to:

1. prevent or control the exchange of information between related persons engaged in activities involving a risk of conflict of interest, where such exchange could harm clients’ interests;
2. ensure the separate supervision of related persons whose principal functions involve acting for, or providing services to, clients (or the Company) whose interests may conflict;
3. remove any direct link between the remuneration of related persons principally engaged in one activity and the remuneration or revenues generated by related persons principally engaged in another, conflicting activity;
4. prevent or limit any person from exercising inappropriate influence over how a related person carries out investment services;
5. prevent or control the simultaneous or sequential involvement of a related person in separate investment services where this may impair the proper management of conflicts of interest;
6. address any further issues specified by CySEC or by the Company’s internal procedures.

Employees are prohibited from being involved in situations that may result in: financial gain at a client’s expense; a personal interest in the outcome of a service provided to clients; favouring one client’s interests over another’s; carrying on the same business as a client; or receiving an inducement in relation to a service provided to clients.

Employees must ensure their personal interests do not conflict with those of the Company or its clients and must raise any doubt with the Compliance Officer for guidance. Where a conflict of interest cannot be entirely eliminated despite the Company’s best efforts, the Company adopts a transparent and fair approach and discloses such instances as soon as they become apparent.

• Compliance Department — identifies and manages actual, potential and apparent conflicts of interest, monitors the measures implemented within the Company, and adapts them where required, alongside its role in preventing the misuse of inside information and market manipulation.
• Confidentiality and information barriers — the Company has confidentiality arrangements with employees, clients and third-party providers (for outsourced functions), protecting information from accidental or intentional unauthorised modification, destruction or disclosure, and complies with the General Data Protection Regulation and related data protection legislation.
• Chinese walls — dissemination of confidential information is limited to what is necessary in the ordinary course of business; responsibilities and reporting lines are clearly defined; sequential involvement of a related person in conflicting investment activities is avoided; and sensitive departments are spatially segregated.
• Separate supervision and segregation of functions — the Company ensures separate supervision where necessary; segregates conflict-prone functions through separate reporting lines; avoids a single employee being simultaneously or successively involved in two conflicting services; limits improper third-party influence over employee decisions; maintains Chinese Walls between units; and applies four-eyes supervision to related persons whose functions may give rise to conflicting interests.
• Clients’ orders — before allocating investments, the Company assesses suitability or appropriateness and offers allocations to clients for whom the investment is suitable or appropriate, who have sufficient funds available, and who understand and accept the investment’s terms. Investments are allocated pro-rata wherever practicable.
• Inducements to the Company from clients/third parties — the Company may receive or pay a fee, commission or non-monetary benefit from or to a client, or a third party, only where: (a) prior to providing the service, the Company discloses to the client, comprehensively and understandably, the existence, nature and amount (or method of calculating the amount) of the fee, commission or benefit; and (b) the fee, commission or benefit is designed to enhance the quality of the service to the client and does not impair the Company’s duty to act in the client’s best interests. Proper fees necessary to provide the service — such as custody, settlement, exchange fees, regulatory levies and legal fees — do not, of their nature, give rise to such conflicts. Where the Company receives inducements from fund companies or issuing houses (such as trailer fees, placement commissions or issue-price discounts), it does not retain them, but passes such payments through to its clients. Non-monetary inducements (such as financial analyses, data or training) that are not directly related to client services and that support the Company’s ability to provide high-quality services may be retained.
• Inducements to employees from clients — the Company operates a strict no-inducements policy: its personnel, management and contracted staff may not pay, provide, accept or solicit direct or indirect fees, commissions, discounts or non-monetary benefits from clients or third parties acting on their behalf, other than as clearly defined for each case. Under the Company’s Remuneration Policy, employees are prohibited from offering, receiving, soliciting or accepting any inducement, gift, benefit or consideration that could reasonably be expected to compromise their own or another’s independence and objectivity, whether for themselves, family members or related parties. Any attempt by a supplier, client or third party to solicit gifts must be reported immediately to the Compliance Officer. Acceptance of cash (or its equivalent) is specifically prohibited, as are discounts in excess of normal commercial practice or free memberships.
• Monitoring of inducements — the Compliance Department, together with senior management, ensures that all relevant inducements are identified, classified against the service provided, and assessed for conformity with the conditions above.
• Remuneration Policy — the Company’s Remuneration Policy is designed to reduce the risk of conflicts of interest through internal monitoring of staff investment decisions and a balance of performance-related and fixed remuneration, ensuring that remuneration does not favour one business area over another or reward behaviour that disadvantages clients’ interests in favour of the Company or other clients. Employees are rewarded on the basis of merit.
• Personal account dealing — under the Company’s rules, personal account dealing by employees is prohibited. All employees have signed a declaration confirming they will not engage in personal account dealing, in order to avoid market abuse, conflicts of interest, breaches of the Company’s obligations under MiFID II, misuse of confidential information, or entering into (or procuring another to enter into) a prohibited transaction.
• Insider trading, market manipulation and inside information — the Company complies with its legal obligations to prevent market abuse by the Company and its employees, as set out in its Market Abuse Policy (including its Systems and Procedures for Suspicious Transactions and Orders Reporting, “STOR“), prepared in accordance with Regulation (EU) No 596/2014 (“MAR“), Regulation (EU) 2016/957, and Cyprus Laws 102(I)/2016 and 136(I)/2016, as amended. Employees are required to be familiar with, and to periodically review, the Market Abuse Policy.

In accordance with the Company’s internal procedures, the Compliance Department maintains a Conflicts of Interest Register, recording each identified actual or potential conflict, the business area(s) affected, and the measures taken to manage or mitigate it. The Register is reviewed and updated by the Compliance Department on an ongoing basis and is available to CySEC on request.

Every employee must familiarise themselves with this Policy and immediately disclose any conflict of interest, or potential conflict of interest, of which they become aware. Where a conflict is identified, the person who identifies it must immediately notify their manager and the Compliance Department, in any event before any decision is taken that might be affected by the conflict.

The Compliance Department informs the Risk Management Department and senior management, and the three functions jointly agree the necessary measures for managing the conflict, always placing clients’ interests before those of the Company. Any member of the Risk Management Department, senior management or the Board of Directors who is themselves subject to a conflict of interest must promptly inform the Compliance Department and the Board on their own initiative, and must abstain from participating in any decision affected by that conflict.

Where the measures taken are not considered reasonably sufficient to avoid the risk of harm to a client’s interests, the client is informed of the nature of the conflict and any other relevant circum

MiFID II requires disclosure of individual, specific conflicts of interest to affected clients whenever organisational and contractual precautions are inadequate, so as to allow the client to decide whether to proceed with the service. Sufficient detail must be given to allow an informed decision, while inside information must never be disclosed; before any disclosure is made, the Company checks whether the relevant information could constitute inside information.

Where the organisational or administrative arrangements described in this Policy are insufficient to ensure, with reasonable confidence, that risks of damage to clients’ interests will be prevented, the Company clearly discloses the general nature and/or source of the conflict of interest to the client before undertaking business on their behalf, in sufficient detail to allow an informed decision.

Where an employee responsible for providing a service to a client knows, or should know, of a potential or apparent conflict of interest that has not been disclosed to the client, the Company informs the client in writing, or by other equivalent means (including electronic mail), before concluding the transaction — either generally or in relation to the specific transaction — of the risk of conflict between the client and the Company, or between the client and other clients.

Where a conflict of interest cannot be prevented despite the Company’s organisational and administrative arrangements, the Company must resolve it in clients’ interests, either by (a) disclosing the conflict to the affected client(s) before undertaking any investment business for them, or (b) where disclosure is not considered an appropriate way to manage the conflict, declining to proceed with the transaction or matter giving rise to it. Where the Company considers it cannot otherwise manage a conflict of interest, it may decline to act for a client.

This Policy may be updated and changed from time to time in order to comply with new legal or regulatory requirements or amendments. Any updated version will be published on the Company’s website.

If you would like to contact us with any queries or comments, please send an email to [email protected]

Prospergate Capital Ltd is a Cyprus Investment Firm (“CIF”) authorised by the Cyprus Securities and Exchange Commission (“CySEC”) (licence number 361/18), with a licence to perform portfolio management services. The Company externally manages, on a discretionary basis, client funds held with global financial institutions pursuant to a pre-defined investment strategy. As the risk of investing in certain financial instruments is generally high and the market value of such instruments may be affected by factors such as economic and political conditions, foreign exchange fluctuations, and shifts in market sentiment, the investor bears full responsibility for the risks associated with such investments and acknowledges that investment yield and/or capital preservation are not guaranteed. Investors should ensure they are fully aware of the potential risks connected with portfolio management services and their chosen investment strategy, and should note that some strategies carry a higher degree of risk than others, which may result in the loss of all or part of the initial investment. Past performance does not guarantee, and should not be taken as an indication of, future returns.

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