Conflicts of Interest Policy

Introduction and Purpose

Cell Capital Partners is authorised and regulated by the FCA to provide regulated activities to its clients and investors.

When undertaking its services Cell Capital Partners always acts in the clients’ best interests and puts their interests ahead of its own. Acting for clients may create conflicts between the interests of Cell Capital Partners and its clients and investors or between the interests of different clients and investors.

FCA rules require Cell Capital Partners to manage conflicts of interest fairly, both between itself and its clients and investors and between a client and another client and respective investors. The purpose of this policy is to outline the framework Cell Capital Partners has in place to identify, manage, monitor and review conflicts of interest.

Definition

An actual or potential conflict may arise when, in the exercise of its activities and services, the interests of Cell Capital Partners (including its managers, employees and appointed representatives or any person directly or indirectly linked to them by their control or shareholding) and the interest of its clients and investors, are directly or indirectly in competition, and which could significantly prejudice the client’s and investor’s interests.

Application

This policy applies to all staff which includes permanent and temporary employees, contractors, interns and outsourced business suppliers.

Policy

This section outlines Cell Capital Partners policy for ensuring controls are in place to identify and manage conflicts of interest that may arise in carrying on its business to ensure that all of Cell Capital Partners clients and investors are treated fairly.

Identifying Conflicts of Interest

Cell Capital Partners has procedures to identify situations in which activities carried out by it could constitute conflicts of interest and that could lead to potential risks of damage to it client’s and investor’s interests. To identify them, Cell Capital Partners takes into account the activities it is authorised to carry out as well as those carried out on its behalf by delegates, sub-delegates, external valuers or other counterparties and service providers.

Cell Capital Partners takes all reasonable steps to identify conflicts of interest that arise in the course of its business between:

• Cell Capital Partners, including its managers, employees or any person directly or indirectly linked to it by control, and the duty that Cell Capital Partners owes to its clients and investors; and
• two or more clients or investors.

For the purpose of identifying the types of conflicts of interest that arise in the course of providing its services, Cell Capital Partners takes into account whether it, its managers, employees, other relevant person or a person directly or indirectly linked by way of control:

• is likely to make a financial gain, or avoid a financial loss, at the expense of a client or investor;
• has an interest in the outcome of a service or an activity provided to the client or investors which differs from the client’s or investor’s interest in that outcome;
• has a financial or other incentive to favour a client or group of clients or investors, over the interests of another client or investor.
• carries out the same activities for the client and for another client; or
• receives an inducement from a third party in the form of monies, goods or services other than the standard commission or fee for that service.

Overview of circumstances which may give rise to Conflicts

Examples of areas where potential conflicts of interest could arise include, but are not limited to, the following:

• Inducements – Cell Capital Partners, could offer or receive inducements in respect of certain services, which could incentivise the recipients of the inducement to not act in the client’s best interests.
• Information Flows - Cell Capital Partners may have access to material non-public information through the ordinary course of their business activities that could be used to benefit Cell Capital Partners, employees or clients at the expense of other clients (e.g. employees could use knowledge of client orders to front run proprietary trading activities).
• ‍Order Handling - Client orders could be handled in a manner that may benefit Cell Capital Partners, employees or one client at the expense of other clients (e.g. the execution of one client’s orders could be given preference over another client’s orders).
• ‍Personal Account (PA) Dealing – Employees could deal on their own account to the disadvantage of clients (e.g. they could front run client orders with their own PA dealing activities).
• ‍Outside Business Interests - Employees could receive material non-public information through outside business interests, such as directorships, which they could use to gain an advantage or avoid a loss.
• ‍Remuneration – Employees could be incentivised to encourage inappropriate trading which has no discernible benefit for clients (e.g. advising a client to churn their trades) in order to increase their commission.
• ‍Investment Research - The production and/or distribution of investment research by Cell Capital Partners could be used to the advantage of Cell Capital Partners or some clients over other clients (e.g. the investment research could be used internally before being circulated to clients).
• ‍Side Letters – Preferential terms to one investor over another;
• ‍Redemptions – Conflicts of interest between those redeeming and those retaining shares;
• ‍Supervision – Failure to segregate, within its own operating environment, tasks and responsibilities which may be regarded as incompatible with each other or which may potentially generate systematic conflicts of interest.

Employee Duties and Responsibilities

All employees are responsible for ensuring that they are compliant with this policy which includes:

• Remaining vigilant to potential conflicts of interest arising;
• Identifying and notifying the Compliance Officer of potential or actual conflicts of interest;
• Adhering to operating policies and procedures that relate to conflicts management such as: PA dealing; gifts and hospitality; outside business interests; inside information notification etc;
• Confirming compliance with relevant conflict policies through Cell Capital Partners periodic affirmations.

Ownership and Implementation

The Compliance Officer is the owner of this document and is responsible for its content and implementation, oversight of the application of the policy and assisting employees with the identification and management of conflicts of interest. The Compliance Officer will ensure that the policy is regularly tested and updated where necessary.

Monitoring and Management of Conflicts

Cell Capital Partners has put in place procedures to ensure that we can effectively identify and manage conflicts of interest where there is a material risk of damage or loss to one or more clients, these include:

• Client take-on procedures to obtain sufficient information in order to undertake the appropriate conflicts checks prior to formal engagement.
• Senior Management are required to regularly consider whether all potential conflicts have been identified and where a conflict is identified ensure that either: