Investor Introducer Program: Terms and Conditions
These Terms and Conditions (“Terms”) are issued by Michael Kollar (the “Portfolio Manager”), in his personal capacity and in his role as portfolio manager of the GateVest Global Private Equity Fund (the “Fund”), a distinct sub-fund of GateVest SICAV p.l.c. (the “Scheme”) and which is licensed by the Malta Financial Services Authority as a Professional Investor Fund targeting Qualifying Investors (as defined in terms of applicable rules issued by the Malta Financial Services Authority). The Scheme and the Fund are not parties to these Terms.
Acceptance by conduct. By making an introduction of a prospective investor to the Portfolio Manager, the introducing person or entity (the “Referrer”) is deemed to have accepted these Terms.
1. Permitted activity
1.1 The Referrer acts as an independent contractor only and shall have no authority to act on behalf of or to represent the Portfolio Manager or the Scheme (nor the Fund) in any way or otherwise be deemed an agent of the Portfolio Manager or the Scheme (nor of the Fund). Nothing herein creates employment, partnership, joint venture, agency, or any authority to bind the Portfolio Manager.
1.2 Permitted activity is strictly limited to “Introduction”: forwarding contact details of a prospective investor and arranging an initial contact with the Portfolio Manager.
1.3 The Referrer must not market, promote, advise on, recommend, arrange, place, sell, distribute, explain features or risks, or otherwise participate in any regulated activity in relation to the Fund or any financial instrument. Furthermore, the Referrer is not permitted to accept subscription requests from any prospective investor. All substantive communications with the prospective investors shall be conducted by the Portfolio Manager using official materials only.
2. Regulatory, fiduciary and legal compliance
2.1 The Referrer is solely responsible for compliance with all applicable securities, financial-promotion, and licensing laws in the Referrer’s and the prospective investors’s jurisdictions.
2.2 United States. Introductions to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) or to persons located in the United States are not permitted unless the Portfolio Manager gives prior written consent.
2.3 Sanctions and restricted parties. No introductions may be made to any person or entity that is (i) subject to asset freezes or listed on applicable sanctions lists (including the EU Consolidated Sanctions List, the UK OFSI Consolidated List, or the U.S. OFAC SDN List) or (ii) located in a country/territory subject to comprehensive sanctions under EU, UK, or U.S. law.
2.4 Fiduciary status and conflicts – affirmative representation. By making an introduction, the Referrer represents and warrants that (a) the Referrer does not have any fiduciary duty, discretionary or non-discretionary control, or other conflict of interest in respect of the capital being introduced; and (b) the Referrer will not accept any reward where such a fiduciary duty or conflict exists. Any breach results in forfeiture and, if applicable, refund on demand.
2.5 Sharing with the prospective investor. The Referrer may share any reward with the prospective investor at the Referrer’s sole discretion; the Referrer and the prospective investor remain jointly responsible for all legal, regulatory, disclosure, contractual, and tax consequences of any such sharing.
2.6 No general solicitation / marketing safe harbour. The Referrer shall not engage in public communications or invitations/inducements to invest, including mass emails, paid ads, social media, seminars/webinars, or other broad marketing. No directed selling efforts into the United States are permitted under any circumstances.
2.7 The Referrer shall comply with anti-bribery, corruption, AML/CFT and sanctions laws. The Portfolio Manager may withhold, reduce, suspend, cancel, or claw back any reward to comply with law, regulation, or policy.
3. Data protection
3.1 The Referrer shall share only those details that the prospective investor has consented to share, in compliance with GDPR and applicable privacy laws.
3.2 The Portfolio Manager will process personal data in accordance with applicable law and his privacy notices.
4. Eligibility and pipeline exclusion
4.1 A prospective investor is a person or entity whose contact details are introduced to the Portfolio Manager by the Referrer. Interchangeability referred to herein as a Referred Investor.
4.2 Pipeline exclusion. No reward is due where, at the time of the introduction, the prospective investor was already known to or previously in contact with the Portfolio Manager (the “Pipeline”). The Portfolio Manager will determine in good faith whether a prospective investor falls within the Pipeline.
4.3 Where multiple Referrers claim the same prospective investor, the Portfolio Manager will resolve the claim in good faith. The Portfolio Manager may decline any introduction.
4.4 The Portfolio Manager may request reasonable evidence of the introduction.
5. Rewards structure and accrual
5.1 Reward Caps. A reward cap of 5% of the Referred Investor’s Aggregate Net Subscriptions (subscriptions accepted minus redemptions processed during the measured period) at each financial year-end (the “Reward Cap”) applies per Referred Investor on a stricly one-off basis.
5.2 Accrual basis. While a Referred Investor remains invested, the Referrer’s reward accrues by 50% of the Upside Sharing Amounts actually received by the Portfolio Manager from the Referred Investor, until the applicable Reward Cap is reached. If the investor exits before the Cap is reached, accruals cease and any unpaid balance of the Reward Cap is not payable.
5.3 Pro-rata adjustment for investor fee terms. Where the Referred Investor receives any waiver, discount or other adjustment that affects the Upside Sharing Amount, both the accrual under clause 5.2 and the applicable Reward Cap are reduced pro-rata in the same proportion.
5.4 Exclusions. Redemption/exit fees payable by the investor are excluded from any calculation or sharing.
5.5 Re-ups; investor high-water mark. If a Referred Investor makes any subsequent subscription(s) after their initial investment (a “Re-up”), the Referrer remains eligible for rewards in respect of such Re-up(s), subject to a high-water-mark: additional rewards (including additional Reward Cap tranches) accrue only to the extent that the investor’s Aggregate Net Subscriptions exceed the highest level previously reached (the “Investor High-Water Mark”). Temporary decreases due to redemptions or withdrawals do not reset the Investor High-Water Mark; no further reward is due unless and until Aggregate Net Subscriptions surpass that prior highest level.
5.6 Discretion and risk controls. Accrual and payment operate automatically under these Terms; however, the Portfolio Manager retains an overriding right, at his sole discretion, to decline, suspend, reduce or cancel any reward where he identifies legal, regulatory, compliance, reputational or conflict-of-interest concerns, or where these Terms have been breached. No reward is earned or payable to the extent prohibited by law or policy.
5.7 No interest. No interest accrues on any reward amount, whether delayed, disputed, withheld, or otherwise unpaid.
6. Payout of the reward
6.1 Frequency. Rewards are calculated once per year, after the close of the Scheme’s accounting reference financial year end period (i.e. 31st December). Payments will be based on actual audited year-end figures, which can cause a delay of 6-9 months following financial year end.
6.2 Form.
(a) Referrers who are investors in the Fund. Rewards are satisfied in specie once per year by: (i) retiring shares owned by the Portfolio Manager in the B1 share class with a value equal to the reward; and (ii) issuing new Fund shares of equal value to the Referrer, across all share classes in the same proportions as the Referrer already holds at the time of issuance. Such shares carry the same terms and conditions as any other subscription, including dealing frequency and any applicable exit charges. For investors in the A1 share class, to the extent possible, the reward will take form of an Upside Sharing Amount rebate, thereby reimbursing the Referrer for their Upside Sharing credit (reversing a credit/expense as opposed to creating a new form of income).
(b) Referrers who are not investors. Rewards are paid in cash to the Referrer’s designated bank account. In case of a cash payment, there is a deduction equal to the tax expense payable resulting (at the applicable prevailing tax rate at the time of the payment) from the sale of shares by the Portfolio Manager required to generate the required liquidity for the payment of the reward.
6.3 Tax and withholding; no gross-up. Amounts are paid net of any withholding or deduction required by law. The Referrer is solely responsible for all taxes, levies, or charges payable in respect of any reward. No tax gross-up is provided.
6.4 Identity checks for cash payees. The Portfolio Manager may require basic identity documentation and bank-account evidence (e.g., government ID, proof of address, bank letter) from Referrers who receive cash payments, and may withhold payment until satisfactory information is provided.
6.5 Currency. All amounts are expressed in euro (EUR). The Portfolio Manager may, at his discretion, make payment in another currency using the prevailing foreign-exchange rate applied by the Portfolio Manager’s bank on the payment date. Any FX costs are for the Referrer.
6.6 Calculation finality; dispute window. The Portfolio Manager’s reward calculations are conclusive and binding absent manifest error. Any dispute must be notified within five (5) Business Days after delivery of the relevant reward statement or payment notice; otherwise the calculation is deemed accepted.
7. Conduct requirements
7.1 The Referrer shall not make forward-looking performance claims, guarantees, comparisons, risk statements, or suitability assertions.
7.2 The Referrer shall not share marketing materials with prospective investors or otherwise explain, promote, persuade, sell, or distribute the Fund. All inquiries must be redirected without comment to the Portfolio Manager.
7.3 The Referrer shall not use trademarks, logos, or materials other than those expressly provided for forwarding contact purposes.
8. Recourse to the Fund
8.1 Rewards are paid by the Portfolio Manager personally out of his own fee entitlements and are not paid from the assets of the Fund.
8.2 Nothing in these Terms creates any obligation or liability for the Fund or any of its service providers.
9. Set-off and clawback
9.1 The Portfolio Manager may set off any amounts owed by the Referrer and may claw back rewards where related Upside Sharing Amounts are reversed or refunded, or where breach or ineligibility is discovered.
10. Changes and suspension
10.1 The Portfolio Manager may amend these Terms or suspend or withdraw the program at any time with immediate effect. Amendments apply to introductions and accruals from the time of amendment.
10.2 The current version of these Terms is available on request at .
11. Non-solicitation and non-disparagement
11.1 The Referrer shall not solicit for employment any employee or director of the Portfolio Manager or the Fund’s key service providers in connection with the program for twelve months after the last introduction.
11.2 The Referrer shall not make statements that reasonably could be expected to harm the business reputation or goodwill of the Portfolio Manager or the Fund.
11.3 Intellectual property and publicity. The Referrer shall not use the names, logos, trademarks, or branding of the Portfolio Manager or the Fund, nor issue press releases, testimonials, case studies, or public announcements about the referral or any reward, without prior written consent.
12. Confidentiality
12.1 Information received in connection with the program that is non-public shall be kept confidential and used solely for making introductions.
13. Investor identification of referrer
13.1 The Fund’s subscription documentation includes a text field where an investor may name the Referrer. This is used for identification and matching only.
13.2 Alternatively, the Referrer may notify of the introduction.
14. Governing law
14.1 These Terms are governed by the laws of Malta.
14.2 Good-faith escalation. Before commencing proceedings, the parties shall seek to resolve any dispute in good faith by senior-level discussion for 20 Business Days from written notice of dispute.
14.3 The courts of Malta have non-exclusive jurisdiction.
14.4 Business Day means a day (other than Saturday or Sunday) on which banks are open for general business in Malta.
15. Severability
15.1 These Terms constitute the entire understanding for the referral relationship only and do not amend any Fund documentation.
15.2 If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
16. Notices
16.1 Communications regarding these Terms should be sent to .
17. Limitation of liability
17.1 To the maximum extent permitted by law, the Portfolio Manager’s aggregate liability to the Referrer arising out of or in connection with these Terms shall be capped at the lesser of: (i) the total amounts paid to that Referrer in the 12 months preceding the event giving rise to the claim; and (ii) €10,000.
17.2 The Portfolio Manager shall not be liable for any indirect, consequential, special, punitive or exemplary damages, or loss of profits, revenue, goodwill, or anticipated savings.
17.3 Carve-out. The limitations in 17.1 and 17.2 do not apply to liability arising from the Portfolio Manager’s fraud, wilful misconduct, or deliberate breach of confidentiality or applicable sanctions laws.
18. Indemnity
18.1 The Referrer shall indemnify and hold harmless the Portfolio Manager from and against all losses, costs, fines, penalties, claims, liabilities, and reasonable expenses (including reasonable legal fees) arising from or in connection with the Referrer’s breach of these Terms.
19. Investor qualifications
19.1 The Referrer warrants that they will not target retail clients, and that prospective investor will be professional/qualified investors within the meaning of AIFMD, MiFID II, the applicable rules issued by the Malta Financial Services Authority and any local equivalents in the jurisdiction where the Referrer is acting.
20. Sharing and third-party responsibility
20.1 If the Referrer chooses to share any reward with any person (including a Referred Investor), the Referrer remains fully liable for compliance with all laws and obligations relating to such sharing and for the acts/omissions of any person with whom the Referrer shares the reward.
21. Business counterparty representation
21.1 The Referrer represents that they are acting in the course of business and not as a consumer. Consumer-protection laws applicable to consumers shall not apply.
22. Survival
22.1 Clauses 2–6, 7–12, 14–22 (inclusive) survive any suspension, withdrawal, or amendment of these Terms and any cessation of introductions.