This document sets out the policy of Brandon Hill Capital Limited (BHC) to effectively manage the conflicts of interest that may arise where it provides services to clients in the course of carrying on its regulated activities. The policy is designed to fulfil BHC’s obligations under the rules of the Financial Conduct Authority (FCA Rules) which implement the Markets in Financial Instruments Directive (MiFID). This document is prepared and published in order to comply with the FCA Rules and is not intended to create third party rights or duties or form part of any contractual agreement between BHC and any client. This policy may be reviewed and amended at any time.
The services offered by BHC are primarily designed for institutional and private investors (as appropriate) and include investment management and advisory services. BHC acknowledges that its clients’ interests will always take priority to its own interests and will continue to be actively monitored.
BHC or any associate or any party to whom it may have delegated its functions (a Delegate), may without prior reference to a client, effect transactions in which BHC or associate or Delegate has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with BHC duty to the client. In the event of any such transaction, however, BHC will ensure that:
The circumstances which should be treated as giving rise to conflicts of interest include all cases where there is:
Any suspected conflicts of interest situations should be reported immediately to BHC’s Compliance Officer.
BHC will keep a record of the services and activities carried out by, or on behalf of, BHC in which a conflict of interest leading to a material risk of damage to the interest of one or more clients has arisen, or may arise. This record will be updated regularly.
No BHC employee may accept from, or give to, any person any gift or other benefit that cannot properly be regarded as justifiable in all the circumstances. Employees may not accept gifts from, or provide gifts to, an individual or firm with whom they conduct, or intend to conduct, business on behalf of BHC unless it can be demonstrated that no conflict of interest is created by doing so. Entertainment provided by an employee must fall within the expenses policy of BHC and should not create any conflict of interest. Entertainment accepted by an employee should be appropriate and the acceptance of such entertainment should not create any conflict of interest. This rule applies even if the direct recipient of the gift or other benefit is the spouse or a child of the employee. The provision or acceptance of gifts and entertainment should be consistent and proportionate with the corporate relationship. All gifts and entertainment received by BHC staff will be a recorded on a register by BHC’s Compliance Officer.
Employees may only undertake personal investment activities that do not breach applicable law or regulations, do not unduly distract from their employment responsibilities and do not create an unacceptable risk to the company’s reputation. Transactions should also be free from business and ethical conflicts of interest. Employees must never misuse proprietary or client confidential information in their personal dealings and must ensure that clients are never disadvantaged as a result of their dealings. BHC’s Personal Account Dealing Policy has been established to ensure that personal account dealing by members of staff comply with this policy. This includes a requirement for pre-deal approval from the independent Compliance function for investments in market traded shares or stocks, debt instruments, warrants or depositary receipts, options or futures and contracts for differences on securities. Specifically, dealing is prohibited in certain situations, including investment in any security or in-house fund where the employee is party or privy to the pricing of that security or in-house fund.
There is total independence between investment decisions/recommendations and the remuneration of BHC’s fund managers. BHC’s fund managers rely on a policy of independence from its providers of investment research and analysis. This is to ensure that when they make investment decisions/recommendation they are not influenced by any external factors.Any investment decisions/recommendations are fully documented so that any potential conflicts of interest are disclosed at the time and BHC documents how it intends to avoid or manage the conflict with regard to all facts known at that time.
In the circumstances, it may not be possible to prevent conflicts of interest from arising. In that case, BHC will endeavour to manage the conflict of interests by:
BHC will clearly disclose the general nature and source of the conflict of interest to the client before undertaking business for the client. The disclosure will be made in writing and include sufficient detail to enable the client to take an informed decision about the service in the context of which the conflict of interest has arisen.
When BHC establishes and maintains a an information barrier, it is creating a requirement that information held by one part of the business to be withheld from, or not used by, persons in another part of the business. The use of an information barrier will be established and enforced by BHC’s Compliance Officer. It will include the segregation of data and computer systems, as well as physical segregation of staff.
Where a conflict of interest arises as a result of the day-to-day management of clients’ portfolios, typically involving dealing in illiquid securities, the fund manager is required to document the rationale for the investment decision taken and, where relevant, the allocation between clients’ portfolios. For portfolios investing in property where it may not be possible to allocate a holding between clients, the matter is reviewed taking into account various factors including the different requirements of each client’s portfolio.
Where it is not possible to avoid or manage a conflict of interest BHC may decline to provide the service requested.
BHC will review this Conflicts of Interest Policy at least annually, and where appropriate, on an ad hoc basis, to ensure it adequately reflects the types of conflicts that may arise, and how BHC manages those conflicts.