• I. GENERAL PROVISIONS

    • The purpose of the Policy of avoiding the conflicts of interest of UAB “Bourgeois Boheme Fintech” (hereinafter specified as “the Company” or “The Crowdfunding company”) is to define Company’s actions to identify conflicts of interest arising from the provision of company services and regulate the avoidance of conflict of interest measures.
    • All employees of the Company and other persons related to the Company and persons directly or indirectly related to the Company control relationships must comply with the policy provisions.
    • Definitions:
      • A conflict of interest means a situation in which the interests of the Crowdfunding Company conflict with its obligations to the Client or when the obligations of the Crowdfunding Company to one Client conflict with the interests of another Client or if the interests of a collective investment undertaking controlled by one Crowdfunding Company or its participant conflict with the interests of a collective investment undertaking or its participant managed by another Crowdfunding Company.
      • The Client is understood as any collective investment undertaking managed by the Crowdfunding Company and a participant in such an entity;
      • Related person in this Policy mean the following persons related to the Crowdfunding Company:
        • General Manager of the Company;
        • the Crowdfunding Company's employee, as well as any other person participating in the Crowdfunding Company's business, provided that its services are provided on behalf of and under the control of the Crowdfunding Company;
        • a person who is directly involved in the Crowdfunding Company in the context of an outsourcing agreement;
        • direct or indirect shareholders of the Crowdfunding Company.
  • II. THE OBLIGATION TO AVOID THE CONFLICTS OF INTEREST AND TO DISCLOSE THEM

    • The Crowdfunding Company must take all necessary measures to identify conflicts of interest arising from management by the Crowdfunding Company in the management of collective investment undertakings.
    • The Crowdfunding Company must take all necessary measures to avoid potential conflicts of interest or, upon their occurrence, to avoid their negative impact on the interests of the Clients.
    • If the measures taken by the Crowdfunding Company are insufficient to prevent the prevention of the damage to the interests of the Clients in the event of a conflict of interest, the Crowdfunding Company must, before providing the services, clearly and understandably (taking into account the Client's understanding of the collective investment undertakings for informed investors, the investment objects and strategy of such entities, financial instruments markets) and inform each client in writing about the conflict of interest (its contents and source) that has arisen. The information shall be disclosed on a durable medium and shall be comprehensible to each Customer. This information may also be transmitted by telephone, if it is recorded and can be provided as proof. Crowdfunding Company may provide services only if the Customer explicitly expresses his consent to the provision of services in the event of a conflict of interest.
    • Employee of the Company or other Related person, having noticed any circumstances which, in his opinion, may cause Conflicts of interest, or if, in his opinion, there is already a conflict of interests which may have a significant influence on the interests of the Client, he must notify the Compliance officer or General Manager of the Crowdfunding Company.
    • If the measures taken by the Crowdfunding Company are insufficient to prevent the prevention of the damage to the interests of the Clients in the event of a conflict of interest, the Crowdfunding Company must, before providing the services, clearly and understandably inform each client in writing about the conflict of interest (its contents and source) that has arisen. The information shall be disclosed on a durable medium and shall be comprehensible to each Customer. This information may also be transmitted by telephone, if it is recorded and can be provided as proof. Crowdfunding Company may provide services only if the Customer explicitly expresses his consent to the provision of services in the event of a conflict of interest.
    • An employee of the Crowdfunding Company or other Related person, who has discovered the circumstances which, in his opinion, may cause conflicts of interest, or if, in his opinion, there is already a conflict of interests which may have a significant influence on the interests of the Client, he must notify the General Manager of the Crowdfunding Company thereof.
  • III. DETERMINATION OF INTEREST CONFLICT CIRCUMSTANCES AND PREVENTION MEASURES

    • In the management of collective investment entities, there is the possibility of conflicts of interest between:
      • Crowdfunding Company and its Clients;
      • Related persons and Customers;
      • One Customer and another Customer.
    • The Crowdfunding Company, in order to identify conflicts of interest which may affect the financial interests of the Client, must, in accordance with the minimum criteria, assess whether the Crowdfunding Company falls into any of the following situations:
      • The Crowdfunding Company or the Related person may have financial gain or financial loss at the Client's expense, unlike the services provided to the Client;
      • The Crowdfunding Company or the Related person is interested in the outcome of the service provided to the Client differently from the result of which the Client is interested;
      • The Crowdfunding Company or the Related person has a financial or other interest in giving priority to the interests of one of his other Clients or other Group of Clients at the expense of another Client's interest;
      • The Crowdfunding Company or the Related person shall provide the same services to the Collective Investment Undertaking and to another Client or Clients who are not Collective Investment Undertakings;
      • The Crowdfunding Company or the Related person receives or will receives a remuneration from the Client which is related to the management activities of the Collective Investment Undertaking and which may be provided in the form of money, goods or services, except in such a case, the usual commission or other payment for services.
    • Conflicts of interest may arise as a Crowdfunding Company in the management of collective investment undertakings. The purpose of managing Collective investment entities is the long-term growth of the value of the assets constituting the collective investment undertaking:
      • Crowdfunding Company Clients seeking to issue or purchase investment measures at the best possible price or to achieve their strategic goals;
      • The interests of the Crowdfunding Company in relation to the management of the positions of its investment management;
      • Interests of the management company as a seller of financial instruments;
      • Crowdfunding Company employees seeking to enter into investment transactions on the best possible conditions;
      • Inappropriate timing or distribution decisions, since the way in which operations are conducted or distributed may have the desire to give a biased preference to certain funds or to the Clients at the expense of other persons.
    • The main measure that can prevent the negative influence of the Conflict of Interest on the Client is to ensure that the actions taken in relation to the Client are exclusively based on his own interests and are taken independently of the interests of other Crowdfunding Company Clients, other activities, interests of the employees of the Crowdfunding Company and persons related to these interests. Given that the objective of managing collective investment undertakings is the long-term growth of the value of assets constituting a collective investment undertaking, the interests of the collective investment undertaking and of all its participants are considered to coincide conflict of interests.
    • The Crowdfunding Company must ensure that:
      • The Crowdfunding Company would in all cases prefer the interests of the Client;
      • The Crowdfunding Company in the investment decision-making process will ensure the impartial treatment of Clients participating in different management companies managed by collective investment undertakings;
      • Issues will not be considered by the Crowdfunding Company, and investment decisions will not be taken by persons who, in their own right or with a person closely associated with them, may have interests contrary to the Crowdfunding Company or its Clients interests;
      • an employee who, in addition to his direct duties, still has duties in other organizations, would receive an agreement from the Crowdfunding Company`s director to perform such duties;
      • Employees engaged in different types of activities that are characterized by Conflicts of Interest must perform this activity independently, as far as necessary in view of the extent of the risk that the interests of the Clients will be harmed;
      • the employees of one Branch / Department of the Crowdfunding Company cannot exchange information with the employees of another Branch / Department of the Crowdfunding Company if the exchange of this information could adversely affect the interests of one or several Clients;
      • there would be no direct link between the remuneration and remuneration of the employees concerned, which is principally engaged in the same type of activity, which is mainly provided by other types of activities, if there is a conflict of interest between different activities;
      • The inappropriate influence of the person associated would be prohibited or restricted with the company while executing the company’s activities or provision of services to investors and/or customers;
      • The activities of the person related to the company would be prohibited or controlled when at the same time they provide investment services or carry on activity of investment if such activity interrupts with proper management of conflicts of interest;
    • If it is impossible for a worker to avoid the provision of services for a different companies or different types of activities, such double duties must be controlled.
    • Most cases of conflicts of interest management:
      • A joint order of multiple clients can be provided in order to reduce transaction costs or for other objective reasons why one or more customers can benefit while other customers does not suffer any losses;
      • transactions between customers are possible in order to reduce transaction costs or other objective factors if this is in accordance with the investment strategy and interests of the parties to the two sides of the transaction (eg. one buyer is eligible to buy a financial instrument for another to sell);
      • Transactions between the client and the Company (or related persons other than employees) are possible in order to reduce transaction costs or for other objective reasons if that transaction is in line with the client’s investment strategy and interests.
      • The Crowdfunding Company may invest into the collective investment undertakings managed by the Crowdfunding Company (trading securities) and this is not considered to be transactions between the Company and collective investment entities; Transactions between employees and clients (including funds) are prohibited. However Employees can invest into the Collective Investment Undertakings (traded on its securities) and this is not considered transaction between employees and collective investment entities;
      • Transactions among two clients and among client and company must be in line with market conditions and in no case may be worse off than the market in the course of the transaction conditions.
  • IV. PROMOTIONAL MEASURES

    • The company has the right to receive promotional measures – fees, commissions or not financial type gain. Crowdfunding Company can only receive such promotional measures only in the case if the fee is received by the Crowdfunding Company in order for it to improve the quality of the service that is provided to the client and cannot violate the Crowdfunding Company`s duty to act in the best interests of the client. The company is not entitled to receive financial benefits if this does not meet the Crowdfunding Company`s commitment to act honestly and professionally and in best interests of the Client.
    • It is considered that the Crowdfunding Company shall be acting honestly, fairly and professionally and in the best interests of the client while providing the services if the fee, commission or remuneration is paid by the client or if the non-monetary benefits fulfil the following conditions:
      • fee, commission or non-monetary benefits are paid or provided for a collective investment undertaking or a person acting on its behalf, or when it is paid or provided by a collective investment undertaking or a person acting on its behalf;
      • fee, commission or non-monetary benefits are paid or provided for a person acting on behalf of the third person, or when it pays or is provided by a third party or a person acting on behalf of a third person, if the following conditions are satisfied:
        • details on such fee, commissions or other benefits, their nature and if the amount of benefit cannot be determined, information on the method of calculation of the amount of benefit are disclosed accurately, reasonably and clearly before the provision of a collective investment undertakings management and administration service.
        • payments or commissions or provision of non-monetary benefits are paid for investment management and administration services quality improvement reasons and does not violate the Company’s duty to act in the best interests of the client.
      • suitable fees, such as reimbursement of the depositor’s expenses, the conclusion of the transaction and settlement fees, maintenance fees, legal representation and other fees which determines such conditions or are necessary for the management and administration of the investment of the collective investment undertaking provision of services and which does not contribute with the obligation of Crowdfunding Company to operate honestly, fairly and professionally and in the best interests of the company’s customers.
    • In the event that the Company receives financial or other benefits (other than taxes, necessary services provision) from a person who is not a client or his representative, the Company must inform the Client about it before providing such services to the client. At the Customer’s written request, Crowdfunding Company undertakes to provide all information related to the financial benefit in relation to services provided by the company to the client. In regard to this disclose, the appropriate notification of the client shall be considered the disclose of the information on the benefits received in the Crowdfunding Company`s managed collective investment undertakings prospectus.
    • All inside agreements, including payments or payments agreements with third parties must be drawn up in writing, reviewed and agreed with the company’s manager. All such agreements and the relevant documentation must be kept within the statutory period.
    • if the arrangement of the payment or third party is allowed, it must be reported to the client prior to the provision of the service. This information must contain the nature of the payment, commission or benefit and amount of such payment. If the size of the payment could not be determined, it is sufficient to inform on the calculation method.
    • The company is entitled to (arrangements to payments, commission fees or non-monetary benefits) disclose the summary form, if the Company undertakes, at the request of the client, to disclose additional information and if this commitment is properly performed.
  • V. THE COMPLIANCE

    • The compliance department must be responsible for concluding activities related to the management of conflicts of interest and has to prepare the following:
      • Financial instruments for which, in the course of the Company’s activities, the provision of services or the conclusion of transactions, there is a potential conflict of interest list;
      • a list of financial instruments which is prohibited to buy, sell or enter into other transactions for the Crowdfunding Company`s employees and other persons related to the Crowdfunding Company because of undisclosed information of the Crowdfunding Company.
      • a list of persons who may know (or is entitled to know) undisclosed information due to their current position or tasks;
    • The compliance department must:
      • with financial instruments in connection with the performance of the activities of the Company, the provision of services or the conclusion of transactions, there is a potential conflict of interest, to introduce the list to all employees of the Company, participating in the activities of the Company providing services to investors and/or customers or authorized to enter into transactions at the Company’s expense;
      • constantly monitor those financial instrument transactions that may cause a potential conflict of interest; and must immediately inform the Crowdfunding Company`s board and internal auditors in writing about the detected violations of the established procedure;
      • Take necessary measures to identify cases of using not disclosed information;
      • monitor the transactions with financial instruments for which the employees of the company and other related persons is prohibited to conclude transactions when the Crowdfunding Company have (knows) publicly undisclosed information; the violation reported shall be promptly notified to the Crowdfunding Company in writing to the Board, Internal Auditor and Bank of Lithuania.
    • About the results of the compliance of this policy, the compliance department at least once a year shall prepare a report that is submitted to the Board of the Company. The report must contain detected violations, provide guidance on how to eliminate and improve violations prevention and other relevant information.
    • The Compliance section supervises the Company to monitor the measures and procedures adopted under this Policy, and ensures that this policy is reviewed as needed.
  • VI. FINAL PROVISIONS

    • The Crowdfunding Company must keep and update the data and information on regular basis about the services that are provided and the activities carried out under its name, which arose (or could arise if the provision of services and the execution of the activity is not yet completed), a conflict of interest that can cause damage to one or more customer interests.
    • Employees shall consult the Compliance department regarding the interpretation of this policy.