Common use of Managing Conflicts Clause in Contracts

Managing Conflicts. We will always put in place arrangements that demonstrate we have taken all appropriate steps to prevent a conflict from adversely affecting the interests of our clients. We use the following types of arrangements in place to mitigate our conflicts: • a remuneration policy that sets out Ingenious’ arrangements to ensure that our compensation arrangements will not give rise to conflicts; • a staff dealing policy that sets the conditions under which its staff may engage in investment activity for their own account; • an Inducements, gifts and hospitality policy that sets out Ingenious’ arrangements. In general, Ingenious must not pay to, or accept from, a third party any fee, commission or other benefit in relation to business undertaken for a client; • appropriate restrictions on outside interests, such as directorships of other companies; • independent management structures and reporting lines which only meet at board level. ICML maintains and operates effective organisational and administrative arrangements with a view to preventing conflicts of interest from constituting or giving rise to a material risk of damage to the interest of its clients. These arrangements may include the following: • Systems and controls – to try to prevent or limit any Employee from exercising undue influence over the way in which others carry out services or activities we use clear job descriptions, reporting lines and independent oversight and monitoring by Compliance and the Audit and Risk Committee; • Insider List – ICML employees may come into sensitive information e.g. through confidentiality agreements with a firm, where ICML is planning or making a potentially sensitive transaction or where individuals are ‘wall crossed’ by other firms. Compliance maintains this information via an Insider List and advises on the appropriate measures to be put in place e.g. Information Barriers; • Information Barriers - are the physical, control, administrative and cultural barriers designed to prevent the flow of confidential and insider information. They are commonly referred to as ‘Chinese Walls’. ICML respects the confidentiality of information it receives about its clients operating a “Need to Know” approach and complying with all applicable laws with respect to the handling of that information. Chinese Walls are a key part of each Regulated Entity’s conflicts management policy, and are used to isolate the business area that has confidential information or inside information. Where it can clearly be demonstrated that the Chinese Walls have been observed, then no other party on the ‘other side’ will be considered to have acted ‘with knowledge’ of the confidential information or inside information held by the other party. Chinese Walls operate at Regulated Entity level, both around and within each Regulated Entity. Where it is determined that ICML is unable to effectively manage an actual or potential conflict of interest which has arisen or may arise, IMCL may have to choose to decline to act for the client.