This Conflict of Interests policy sets out how Logistable Limited (“Logistable”, “it”) will:

• Identify circumstances which may give rise to a conflict of interest entailing the risk of damage to clients’ interests;
• Establish and maintain appropriate mechanisms and systems to manage those conflicts in a fair and, in as far as possible, independent manner to prevent actual damage to a clients’ interests through the identified conflict; and
• To communicate this information to:
  – all the clients of Logistable via a durable medium;
  – all the employees in Logistable via regular appropriate training.

Independence in the management of conflicts of interest

Logistable has appointed its Compliance Officer, as the individual responsible for active management of conflicts of interest. Active management of conflicts of interest covers the following:

• Identification of actual and potential conflicts of interest
• Mitigating conflicts of interest
• Resolution of conflicts of interest
• Maintenance of a conflicts of interest register (“Register”)
• Initiating the disclosure of unresolved conflicts of interest
• Monitoring of conflicts of interests for outsourced activities
• Regular reporting to the Board of Directors
• Disclosure to investors

Identifying Conflicts

Logistable has identified the potential conflicts of interest that exist in its business and has put in place measures it considers appropriate to manage the relevant conflict identified. The conflicts identified include:

• those between clients with competing interests;
• those between clients and Logistable where their respective interests in a particular outcome may be different;
• between one of its clients and Funds in which Logistable has a participating or vested interest;
• those between the personal interest of staff of Logistable (including senior management, employees or any person directly or indirectly linked to Logistable by way of control) and the interests of Logistable or its clients where those interests may be different.

Types of Conflicts

A conflict of interest is a conflict that arises in any area of Logistable’s business in the course of providing its clients with a service which may benefit Logistable (or another client for whom Logistable is acting) whilst potentially materially damaging another client where Logistable owes a duty of care to the client. There may be a conflict where Logistable (or anyone connected to Logistable):

• is likely to make a financial gain (or avoid a loss) at the expense of its client;
• is interested in the outcome of the service provided to its client where the interests of Logistable are distinct from that of the client;
• has a financial or other incentive to favour the interest of one client over another;
• carries on the same business as the client;
• receives gifts or goods from a third party in relation to services provided to a client other than standard fees or commissions.

If the Compliance Officer determines that one or more of the abovementioned criteria apply, the conflict of interest thus identified is documented in writing in a Conflicts of Interest Register and included in the active management of conflicts of interest.

Segregation of functions

Logistable requires the segregation (where possible) of the duties of its senior management so as to avoid conflicts of interests.

Disclosure of conflicts to clients

Where the measures in place do not, in the view of Logistable, sufficiently protect the interests of clients, and the arrangements made by Logistable are not sufficient to ensure with reasonable confidence that the risk of damage to the interests of clients will be prevented, Logistable:

• must clearly disclose, in a durable medium, the general nature and source of the conflict of interest to the client before undertaking business for the client; and
• must provide sufficient detail to enable that particular client to take an informed decision in relation to the service offered

Responsibilities of staff

It is the responsibility of all employees to report conflicts of interest to their line manager who will in turn report them to the Compliance Officer. Failure to adhere to this policy can be taken to be a breach of an employee’s contract. Overall responsibility for Conflicts of Interest lies with the Board of Directors. The Compliance Officer is responsible for the day-to-day administration of the Policy. The Board of Directors via the Compliance Officer has responsibility for ensuring that staff is aware of the aspects of the Policy relevant to them.

Situations in which conflicts of interest may arise

Detailed below are examples of situations where conflicts of interest may be identified and managed accordingly:

• Potential misuse of information
• Remuneration Policy/Performance Related Fees
• Personal Account Dealing
• Gift/Entertainment
• Cross Trading between clients
• Trade and Initial Public Offering allocations
• Excessive trading (churning)
• Outside business activities
• Family/friend/related persons/ inside interest
• Political contributions
• Valuation policy

Arrangements for managing conflicts

Governance

• Logistable has robust governance arrangements. Key business decisions are taken by the Board of Directors and are recorded.
• The Compliance Officer reports directly to the Board.
• Logistable has rules laid out in the standard employment terms and conditions, governing employee conduct, including internal rules prevent all staff from carrying out personal deals using Logistable’s trading platform.
• Logistable also maintains a Conflicts of Interest Register and a Conflicts of Interest
  Log.
• Gifts: Internal rules with respect to giving and receiving gifts are designed to ensure that employees do not use their position within Logistable for significant personal gain for themselves, their families or any other persons. All gifts above a designated value must be approved by the Chairman.
• Secondary activities and external appointments: Employees are required to work exclusively for Logistable. They are not permitted to perform any paid or unpaid work for a third party, unless an exemption has been granted by the board of directors.

Reporting Lines

Logistable has defined clear reporting lines and a flat management structure both of which promote the swift and effective reporting of conflicts of interest. An organisational chart is maintained and it is reviewed and approved annually by the board of directors.

Segregation of duties

Key activities, which by their nature, can give rise to conflicts of interest are, where possible, segregated within Logistable. Furthermore the activities of departments within Logistable are, where possible, carried out with an appropriate level of independence. These duties are set out via job descriptions, procedure manuals and organisation charts. Ensuring these duties remain segregated is the responsibility of the Compliance Officer.

Remuneration/Compensation Arrangements

The remuneration package of Logistable employees is in no way linked to specific transactions and/or the performance of the Company. Potential conflicts arising and arrangements for controlling/mitigating them are identified in the Conflicts of Interest Register.

Internal disclosures of Conflicts of Interest

Employees and Directors are required to disclose conflicts of interest. Employees will disclose any conflicts of interest to their line manager who in turn will inform the Compliance Officer. Directors will disclose any conflicts directly to the Compliance Officer. The Compliance Officer will record these conflicts of interest in the Conflicts of Interest Register and inform the Board of Directors of any action taken.

The Conflicts of Interest Register contains information on:

• a designation of the type of the conflict,
• a description of the conflict,
• the parties which interests are in conflict,
• the conflict rating (High, Medium, Low),
• a description of the measures taken to mitigate the conflict of interest,
• the net rating (High, Medium, Low), i.e. the rating of the conflict taking into account the mitigating measures,
• the indication of disclosure on a durable medium (only in cases where the net rating is high or medium).

Disclosure to Clients

If arrangements to manage a conflict of interest are not sufficient to ensure with reasonable confidence that the risk of damage to that client’s interests is prevented, the client will be informed in a durable medium, of the general nature and/or source of the conflict in such a way that an informed decision can be made by that client before business is undertaken.

Recruitment

In recruiting individuals their fitness and propriety is considered by the Compliance Officer as well as technical and managerial ability. Background checks are made including submitting a Vetting Application Form to the Royal Gibraltar Police. Furthermore references from former employers or named referees are sought. 

Training

Employee compliance training relevant to conflicts of interest is designed to ensure they are aware of, and can deal appropriately with, any conflicts of interest they may encounter. The Compliance Officer ensures that appropriate training is devised and delivered.

Compliance and Procedures Manuals

Systems and controls are documented in the procedures manuals which are reviewed at least once a year to ensure they are relevant. In addition Logistable has:

• a Remuneration Policy
• a Best Execution policy, and
• an Employee Personal Account Dealing Policy

Verifying Compliance

The principal means of verifying that these policies have been complied with will be an annual compliance review undertaken by the Compliance Officer. The Compliance Officer will have the responsibility of considering compliance with the policy on a regular basis and will report formally to the Board of Directors.

Approval

This Policy will be reviewed and approved by the Board of Directors at least annually.