Conflicts Of Interest Policy

Introduction

This document sets out the policy and related procedures of Stonegate Global Fund Administration (“Stonegate”) with respect to conflicts of interest (the “Policy”).

Stonegate operate in various jurisdictions and provides a broad range of products and services to many Client types across the globe. In the provision of its products and services, activities may appear to, or actually give rise to, a conflict of interest (‘Conflict’) between the interests of Stonegate, individual companies within Stonegate, third party providers, Employees, Clients, and between the interest of different Clients serviced by the firm or where different services are provided to the same Client

Stonegate seek to maintain and operate effective organizational and administrative arrangements with a view to taking reasonable steps to identify, disclose and manage Conflicts. Stonegate aims to avoid Conflicts. Where this is not possible, the firm seeks to mitigate risks or damage associated with any Conflicts that may occur internally via its business operations and structures, between the firm and its Clients or Employees and between its Employees and its Clients.

It is important that potential Conflicts are identified as soon as possible. Failure to identify Conflicts can result in reputational harm, loss of income and in some jurisdictions legal and regulatory action.

Glossary

The following words and phrases are contained in this policy and have the following defined meanings:

Client	A natural person or legal entity who has a relationship with Stonegate
Conflicts	Actual, perceived and potential conflicts of interest
Employee	All Stonegate employees working at all levels (whether permanent, fixed-term or temporary, full time or part time), including directors, senior managers, officers, trainees, seconded staff, office based
ExCo	Executive Committee of Stonegate
Stonegate	Stonegate Global Fund Administration
Manager	Team Leader/ Line Manager/ Office Director as applicable
Policy	Conflicts of Interest Policy

Executive Overview and Policy Objective

In any circumstance where there may be an appearance of a Conflict, Stonegate must consider the potential consequences of such conflict and take appropriate mitigating action.

The objective of this policy is:

To ensure that Stonegate is always in compliance with all applicable laws, regulations and relevant guidance;
To protect Stonegate, its Employees, and its Clients from reputational or other risks of Conflicts or from undisclosed or mismanaged Conflicts; and
Identify and deal with Conflicts before they arise in order to ensure that the firm deals fairly with its Clients.

Policy Scope

The Policy applies to all Stonegate entities; however, variations may be necessary in some instances due to local legislation or the type of product or service being provided. Where a jurisdiction has no local legislation on this subject, the relevant objectives will be adopted under a ‘best practice’ strategy.

This Policy applies to all employees and directors of Stonegate including non-executive directors as well as those persons who are connected to an employee or director in any of the following ways [Connected Persons]:

their spouse, civil partner or equivalent, or co-habiting partner;
their dependent child or stepchild;
any other relative who has shared their household for at least one year on the date of the transaction to which this Policy relates;
any person with whom the Employee has close links by joint ownership or control of a legal entity or in an undertaking;
any person whose relationship with the Employee is such that the Employee has a direct and;
or indirect material interest in the outcome of the transaction, other than a fee or commission for the execution of the transaction.

Policy Statement

Application of the Policy

Stonegate seeks to take all reasonable steps to maintain and operate effective organizational and administrative arrangements to identify and adequately manage Conflicts.

Conflicts should always be avoided wherever possible. All Employees should be alert to the fact that they may be in a position where conflicts may arise and should be aware of the issues this may raise.

Conflicts must always be disclosed as soon as Employees become aware and steps should be put in place to mitigate them. Employees should always err on the side of caution and disclose any relevant external interests. Undisclosed Conflicts are likely to cause problems and Stonegate takes any instances of non-disclosure very seriously.

Conflicts should be immediately notified to the Director of Compliance.

Where the Conflicts are between Stonegate and its client, the interests to be considered are not limited to any specific Stonegate entity. The interests of individual directors, Employees and other close associates (“Relevant Persons”) should also be borne in mind.

Where the functions of a Stonegate entity have been delegated (either to another member of the Stonegate group or elsewhere) Stonegate requires the entity or individual to which

functions have been delegated to take into account its own circumstances as well as those of the delegator of which it is, or should be, aware and which may give rise to Conflicts arising as a result of the delegation.

Although such persons will sometimes also be clients, consideration must always be given to the interests of those for whom Stonegate or Relevant Persons act in a fiduciary or similar capacity – for example, where Stonegate or Relevant Persons act as directors or provide administrative or trustee services.

Responsibilities

Senior Management

It is the responsibility of Senior Management to oversee the implementation of the Policy by ensuring that appropriate processes and controls are in place for effective risk management, thus ensuring the identification, recording and management of Conflicts. Senior Management will be assisted by the Director of Compliance.
All Conflicts identified should be considered along with HR and Compliance. Any issues arising out of these considerations should be escalated to the GRC, with a further escalation line to the Boards if felt necessary.
The Policy will be reviewed on no less than an annual basis.

Role Of The Director Of Compliance

The Director of Compliance must:

Maintain records of the Conflicts management process, from identification through to effective resolution of the Conflicts.
Maintain a register of all actual conflicts that are reported or identified as they occur.

Role Of All The Employees

All Stonegate’s Employees must meet the requirements of this Policy and follow the underlying processes. Employees are required to:

Know, understand and comply with this Policy and ask questions of their Director of Compliance if clarification or advice is required; and
Identify and disclose Conflicts to their Line Manager or Director of Compliance in their respective jurisdiction. The failure of Employees to notify the Director of Compliance of Conflicts may result in disciplinary action being taken against the relevant individual(s).

Monitoring And Record Keeping

From time to time Stonegate will undertake reviews to check whether Employees are complying with this Policy and the conflicts procedures. Compliance will regularly monitor Employee dealing activities and investment management activity, and the
Company’s systems and controls are subject to periodic reviews by Compliance Monitoring and Internal Audit.
Management information relating to identifying and managing conflicts of interest is reported to, and considered by, the Global Audit and Risk and Compliance Committees