Conflict of Interest Policy

1. Our Commitment to Fair Practice

Orchard Capitals is committed to maintaining the highest standards of integrity and fairness in all our business dealings. We recognize that conflicts of interest may arise in the normal course of our business and have established this policy to identify, prevent, and manage such conflicts effectively. Our goal is to ensure that the interests of our clients are always protected and that we operate in a transparent and ethical manner.

2. What is a Conflict of Interest?

A conflict of interest arises when the interests of Orchard Capitals, its employees, or its affiliates may conflict with the interests of our clients. Conflicts can take many forms, including but not limited to:

• Financial Interests: Where Orchard Capitals or its employees may benefit financially at the expense of a client
• Personal Relationships: Where personal connections between employees and clients may influence decision-making
• Competing Interests: Where Orchard Capitals provides services to multiple clients whose interests may conflict with one another
• Third-Party Arrangements: Where relationships with third parties may create incentives that conflict with client interests

3. Identifying Conflicts of Interest

Orchard Capitals maintains robust processes for identifying potential and actual conflicts of interest. All employees are required to be vigilant in recognizing situations where conflicts may arise and to report them promptly to the compliance department. We conduct regular assessments of our business activities, organizational structure, and service offerings to proactively identify areas where conflicts may occur.

4. Managing Conflicts of Interest

When conflicts of interest are identified, Orchard Capitals employs a range of measures to manage and mitigate them:

• Disclosure: We disclose conflicts of interest to affected clients in a clear and transparent manner, enabling them to make informed decisions.
• Information Barriers: We implement information barriers (also known as “Chinese walls”) to prevent the inappropriate sharing of confidential information between different departments or business units.
• Segregation of Duties: We segregate functions and responsibilities where necessary to prevent any individual or team from having undue influence over client outcomes.
• Declining to Act: In cases where a conflict cannot be adequately managed, Orchard Capitals may decline to provide services to avoid potential harm to client interests.

5. Order Execution and Best Execution

Orchard Capitals is committed to achieving the best possible result for our clients when executing orders. Our order execution policy is designed to ensure that we take all reasonable steps to obtain the best possible execution for our clients, taking into account factors such as price, costs, speed, likelihood of execution and settlement, order size, and nature. We regularly monitor the effectiveness of our execution arrangements and make improvements as needed.

6. Employee Trading and Personal Account Dealing

All Orchard Capitals employees are subject to strict personal account dealing policies. Employees must obtain prior approval before executing personal trades in financial instruments and must disclose all personal trading accounts. These measures are designed to prevent employees from trading ahead of client orders (front-running) or otherwise exploiting their position to the detriment of clients.

7. Inducements and Remuneration

Orchard Capitals has policies in place to ensure that remuneration and incentive structures do not create conflicts that could adversely affect the quality of service provided to clients. We do not accept or pay inducements that would conflict with our duty to act in the best interests of our clients. Any fees, commissions, or non-monetary benefits received or paid to third parties are disclosed to clients and are designed to enhance the quality of the service provided.

8. Third-Party Relationships

Orchard Capitals maintains various relationships with third-party service providers, liquidity providers, and business partners. We carefully manage these relationships to ensure they do not create conflicts of interest that could disadvantage our clients. All third-party arrangements are subject to due diligence and ongoing monitoring by our compliance team.

9. Monitoring and Review

Orchard Capitals regularly monitors and reviews the effectiveness of this Conflict of Interest Policy. Our compliance department conducts periodic reviews of our business activities, employee conduct, and organizational structure to identify new or emerging conflicts. This policy is reviewed and updated at least annually to reflect changes in our business, regulatory requirements, and industry best practices.

10. Record Keeping

Orchard Capitals maintains comprehensive records of all identified conflicts of interest, the measures taken to manage them, and any disclosures made to clients. These records are retained in accordance with applicable regulatory requirements and are available for inspection by relevant regulatory authorities upon request.

11. Disclosure to Clients

Where Orchard Capitals identifies a conflict of interest that cannot be adequately managed through our internal procedures, we will disclose the nature and source of the conflict to affected clients before undertaking any business with them. This disclosure will be made in sufficient detail to enable clients to make an informed decision about whether to proceed with the relevant service or transaction.

12. Reporting Concerns and Complaints

If you believe that a conflict of interest has adversely affected you, or if you have any concerns about how Orchard Capitals manages conflicts of interest, we encourage you to report your concerns to our compliance department. All reports will be investigated promptly and thoroughly, and appropriate corrective action will be taken where necessary. You may also file a complaint through our formal complaints process.

13. Regulatory Compliance

This Conflict of Interest Policy has been developed in accordance with applicable regulatory requirements, including the Markets in Financial Instruments Directive (MiFID II), the rules of the Financial Conduct Authority (FCA), the Cyprus Securities and Exchange Commission (CySEC), the Securities and Exchange Commission (SEC), and the Abu Dhabi Global Market Financial Services Regulatory Authority (ADGM FSRA). Orchard Capitals is committed to full compliance with all regulatory obligations relating to the management of conflicts of interest.