SUMMARY OF THE COMPENSATION PROCEDURE

Atlante Gestion has adopted a remuneration policy that respects the rules of the labor law and the provisions common to the AFG, the AFIC and the ASPIM.

It covers the situation of the managers and the employees.

Atlante Gestion ensures the respect of a prudent balance between a financial situation and the attribution, the payment or the acquisition of variable remunerations by the managers and the employees. This policy is built around the key concepts of the prevention of excessive risk taking and the alignment of the interests of the Management Company, its staff, the managed FIAs and the investors. It is subject to an appropriate monitoring and control process.

The fixed salary constitutes the essential part of the remuneration policy.

Moreover, in accordance with the regulatory principles, the employment contracts do not contain any clause granting a guaranteed variable remuneration to the employees of Atlante Gestion. The variable part has an incentive and loyalty character for the greatest number of employees of the company. The separation between the fixed and the variable components is absolute. The variable part of each employee is determined according to qualitative and quantitative objectives (approximately 50/50).

Within the framework of its remuneration policy, Atlante Gestion applies the principle of proportionality because of its size, its internal organization and the nature, scope and complexity of its activities.

The remuneration of the directors is determined on the basis of the powers vested in them, the mandate entrusted to them, the expertise they possess and the responsibilities they assume. In accordance with the company’s bylaws, the officer does not participate in the decision to set his or her own compensation.

The remuneration policy elaborated by Atlante Gestion is brought to the knowledge of all the employees at the time of hiring and is permanently accessible on the internal network of the company and its summary is published on the website.

Purpose of the procedure

The bodies responsible for monitoring the Company’s risks are:

• The Risk Committee
• The Risk Controller.

The Risk Committee

The Committee’s mission is to identify the various risks facing the Company and to propose solutions to be adopted by the Company in the event of a risk occurring. Its role is therefore twofold: preventive and curative. The Committee also has a risk management role.

It is competent to deal with any question concerning risks: their identification, monitoring, and the actions taken or to be taken by the Company to avoid the occurrence of a risk. In the event of an update to the business or the creation of a new business, the Risk Committee must consider the risks arising from this new business or from changes in the business, and how to mitigate them. The Committee also updates the risk map and, if a risk is identified, the Committee is competent to define an action plan. It defines risk indicators and limits. Budgets for risk management are set by the Chairman and the Chief Executive Officer, following the expression of a need by the Committee, if any.

If procedures need to be adjusted due to the probable occurrence of a new risk, the Committee is competent to propose to modify / create procedures.

The Risk Controller

The Controller’s role is to independently audit and control risks within the Company.

Atlante Gestion also has a Risk Controller whose mission is the audit and the independent control of the risks within the Company. This mission is carried out by the legal manager – middle office as well as by the company PCI, delegated. The mission is carried out independently and continuously throughout the year. The Controller may address any issue relating to risk. Both the Controller and his delegate may ask questions at any time and question a transaction if it is likely to create a risk.

In accordance with the provisions of article 318-13 of the general regulations of the Autorité des Marchés Financiers, Atlante Gestion has established a policy for the management of conflicts of interest, which presents its approach to the identification, prevention and management of conflicts of interest that may arise in the exercise of its activities.

Prevention

Upstream, Atlante Gestion has set up internal procedures aiming at preventing the occurrence of conflicts of interest. These procedures lay down the ethical principles applicable to all the employees.

Identification

Conflicts of interest may arise between:

• Atlante Gestion or its collaborators and clients;
• between two clients.

In order to identify these situations, the management company has developed a conflict of interest map which lists typical scenarios of conflicts of interest that could potentially harm one or more clients.

The identification of potential conflicts of interest allows Atlante Gestion to implement preventive measures in order to avoid their occurrence as well as management measures to control them.

Conflict of interest management

In certain complex or particular situations, when the procedures and measures implemented upstream are not sufficient to guarantee with a reasonable certainty that the potential conflict cannot harm the interests of one of its clients, Atlante Gestion implements a procedure for the management of conflicts of interest based on the transparency of the actions towards its clients. If necessary, the management company clearly informs its clients, before acting on their behalf, of the general nature or the source of the conflicts of interest

Atlante Gestion establishes in this procedure the conditions under which it exercises the voting rights attached to the securities held by the Alternative Investment Funds (AIF) that it manages and the conditions under which it informs the unit holders of the Funds and the AMF. The persons entitled to vote are the managers of the AIF concerned. They are responsible for the organization and the reporting of the votes. Atlante Gestion does not use the services of a service provider in charge of the voting in the participations. As soon as the Company is informed of the holding of a general meeting, it ensures that the preparatory file is sufficient and that all the information necessary for the exercise of an enlightened voting right is gathered.

The principle is to attend and vote at all general meetings held to approve the financial statements of the funds managed by the management company within the deadlines set out in their articles of association. No holding threshold is fixed in the procedure for the exercise of the voting rights. Atlante Gestion favors the physical participation in the general meetings. In case of impediment, rather than giving a proxy to the President of the concerned meeting, the Management Company will vote by correspondence or will be represented by a third party.

The approval of the accounts and the discharge to the managers is granted only insofar as the information is sufficient, exhaustive, and corresponds to the business plan transmitted to the Management Company.

Voting must be carried out in the exclusive interest of the holders. If, in spite of everything, a situation of conflict of interest were to arise during the exercise of voting rights, the competent committee of the management company would meet to find a solution.

In addition, no vote is taken against the Management Company’s environmental, social and governance (ESG) principles or against measures that run counter to the principles defined in the Fund’s prospectuses or the CSR charter. Decisions are systematically made taking into account the strategic objectives and economic goals of the Fund, the Management Company and the holding concerned.

The voting policy is reviewed on a regular basis to take into account the evolution of existing practices and corporate governance.