July 2024

1. INTRODUCTION

As a MiFID investment firm authorised and regulated by the Financial Conduct Authority (the “FCA”), Marathon Capital Ltd (the “Firm”) is required to maintain and operate effective organisational and administrative arrangements, ensuring that all reasonable steps are taken to identify, monitor, and manage conflicts of interest.

The Firm´s internal Conflicts of Interest Policy:

• identifies circumstances which may give rise to conflicts of interest entailing material risk of damage to client interests;
• establishes appropriate mechanisms and systems to manage those conflicts; and
• maintains systems designed to prevent conflicts of interest from adversely affecting client interest.

This document sets out a summary of the Firm's internal Conflicts of Interest Policy and its related procedures and controls in place to identify, prevent and manage conflicts of interest.

2. IDENTIFICATION OF CONFLICTS OF INTEREST

Conflicts of interest arise when there are competing interests which could influence decision-making. Conflicts of interest may arise between the Firm, including its directors, employees, consultants or any person directly or indirectly linked to them by control (collectively “Staff”), and its clients as well as between one client and another client.

To determine whether there is a conflict of interest, the Firm must consider whether the Firm or its Staff:

• could make a financial gain (or avoid a financial loss) at the expense of the client; or
• has an interest in the outcome of the service provided to the client, which is distinct from the client´s interest in that outcome; or
• has a financial or other incentive to favour the interest of another client, or group of clients, over the interests of the client; or
• carries on the same business as the client; or
• receives or will receive from a person other than the client, an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard fee for that service.

Set out below are a few examples of conflicts of interests that could arise in the Firm´s business.

• The Firm provides services to more than one client in relation to the same transaction.
• The Firm provides services to the buyer and the seller in relation to the same transaction.
• The Firm recommends a particular transaction structure to a client that would result in the Firm earning higher fees although detrimental to the client´s interests.
• A member of Staff undertakes a personal securities transaction using inside information.

3. MANAGING CONFLICTS OF INTEREST

The Firm´s priority is to identify potential conflicts of interest inherent in its business model and wherever possible, prevent them, or put in place reasonable steps to mitigate them. If a conflict of interest cannot be prevented, it will be managed. The Firm´s policies, procedures and controls are designed to ensure the required level of independence, are the subject of ongoing monitoring and review processes and may, where relevant, include, but are not limited to the following:

3.1 Governance

The Firm has robust governance arrangements and senior management oversight of the business.

Discussion of conflicts is a standing agenda item at board and committee meetings and senior management regularly discuss and review the processes in place for prevention and management of identified conflicts. It is the on-going responsibility of all Staff to identify potential and actual conflicts of interest as they arise in the Firm’s business and to notify Compliance immediately. Compliance is responsible for implementing appropriate procedures to record each identified conflict, manage and monitor those conflicts and reports directly to senior management and the board on a regular basis.

3.2 Outside Business Interests

The Firm requires that Staff do not engage in any practice or pursue private interests that may conflict with the interests of the Firm or its clients. The Firm’s policy on outside business interests requires Staff to disclose their outside business interests prior to commencing employment and seek approval from Compliance in advance of accepting relevant outside business interests.

3.3 Information Barriers

The Firm has effective procedures to prevent or control the exchange of information between staff engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more clients.

3.4 Supervision and segregation

The Firm has a clear organisational structure with well-defined, transparent and consistent lines of responsibility and appropriate segregation of duties, designed to avoid conflicts of interest wherever possible. Where appropriate, the Firm implements separate supervision and/or functional and/or physical segregation arrangements of Staff and/or business units that engage in activities for clients whose interests may conflict, or where there is a potential conflict between the client´s interests and the interest of the Firm or Staff. These measures are intended to prevent a relevant individual from simultaneously participating in separate services or activities where such involvement could hinder the effective management of conflicts.

3.5 Personal Account Dealing

All personal securities transactions of Staff and their connected persons require approval prior to execution. Approved transactions are subject to execution and disclosure obligations. In addition, the Firm´s personal account dealing policies and procedures, include without limitation, restrictions on dealing and holding periods. Insider and restricted lists are maintained, and all personal securities accounts are subject to ongoing monitoring.

3.6 Inducements

Staff are not permitted to accept any gifts or inducements (including hospitality) that might influence their impartiality. The Firm´s procedures and controls relating to gifts or inducements (including hospitality) include monetary limits, pre-approval requirements, disclosure obligations and record- keeping, with each control designed and are designed to avoid any conflict of interest or impairment of the Firm´s compliance with the duty to act in the best interests of its clients. Staff expenses are also monitored and reviewed against the gifts and inducements register.

3.7 Remuneration

The Firm has a documented Remuneration Policy detailing the Firm’s approach to remuneration and compensation arrangements. The interests of the Firm and its Staff are aligned with client interests. Salary and bonuses are linked to numerous factors and the Remuneration Policy ensures that incentives are consistent with the provision of fairness and do not create conflicts.

3.8 Staff Training

Staff receive regular training, which includes detailed guidance in respect of disclosure and approval processes, escalation procedures and whistleblowing.

4. RESEARCH

In addition to the policies, procedures and controls described above in Section 3., each of the Firm and US parent of the Firm, Marathon Capital, LCC, operate separate policies to identify, prevent, monitor and manage conflicts of interest in connection with investment research published by the Research Department of Marathon Capital Markets, LLC, a FINRA regulated entity. These policies include, but are not limited to, procedures and controls relating to:

• integrity and objectivity;
• supervision, segregation and information barriers;
• remuneration of analysts;
• analyst activities, monitoring and training;
• inducements and inappropriate influences;
• timing, content and review of research;
• distribution of published research; and
• payment for research.

5. GROUP CONFLICTS

The US parent of the Firm, Marathon Capital, LLC, has also implemented policies to identify, monitor, and manage conflicts of interest among group entities and affiliates.

6. DISCLOSURE

As a measure of last resort, the Firm will disclose the conflict of interest to the client if the Firm believes that there are no effective means available to manage an identified conflict of interest and/or the organisational and administrative arrangements in place do not adequately protect the client´s interests.

The disclosure to the client will include a description of the identified conflict of interest that has arisen in the provision of the Firm´s regulated services, the risks to the client that arise because of the conflict of interest and as applicable, the steps taken to mitigate those risks.

The Firm´s disclosure will provide sufficient detail to allow the client to make an informed decision respect to the service in the context of which the conflict of interest has arisen.

7. DECLINING TO ACT

The Firm may decline to act for a client in cases where the Firm believes the conflict of interest cannot be managed in any other way.

8. FURTHER INFORMATION

The Firm will review this Conflicts Policy Summary on at least on an annual basis and update the document as necessary.

Questions regarding this Conflicts Policy Summary should be addressed to UK Compliance at UKCompliance@marathoncapital.com or UK Compliance, Marathon Capital Ltd, 25 Upper Brook Street, Ground Floor, London, England, W1K 7QD.