Definition of a conflict of interest – A conflict of interest is a situation where competing obligations or motivations result in, or are likely to result in, one of the following outcomes:

A  client  is  disadvantaged/makes  a  loss  when  GPS  (including  its  employees,  agents, contractors  or  any  person  directly  or  indirectly  linked  to  us  by  control)  is  at  an advantage/makes a gain

A client makes a gain/avoids a loss when another client makes a loss/is disadvantaged

Any instance in which activity by GPS in one situation may compromise its advice or create a perception that its advice may be compromised and therefore limit its ability to act in another situation.

The Conflict of Interest Policy

In line with FCA Rules, GPS has established and implemented a conflicts of interest policy which is appropriate to the investment services that it provides and takes into account its client base.

Areas of conflict – This list is not exhaustive and just provides a few generic examples of conflicts and generic measures to manage them as an indication.

Interests in competitors, clients, or suppliers- Except with the approval of the Compliance Officer, no person shall serve as an employee, officer, Partner, or trustee of, or have a substantial interest in or business relationship with, a competitor, client, or supplier (other than any affiliate or parent of GPS ) that could create a divided loyalty or the appearance of one.

Inducements – Staff must not offer to give, or solicit, or accept any inducements in the course of carrying on regulated business which is likely to conflict with any duties owed to users.  Before offering gifts or benefits to third parties or accepting gifts or benefits from third parties as an incentive to doing business, the matter must be approved in advance by the Compliance Officer.

Interest  in  transactions  and  personal  account  dealing  –  No  person  shall  engage  in  any transaction involving GPS if he/she or a member of his/her immediate family including spouse  and  children  (or  any  other  compromising  relationship)  has  an  interest  in  the transaction or can benefit directly or indirectly from the transaction (other than through the employee’s  normal  compensation),  except  as  specifically  authorised  in  writing  by  the Compliance Officer

Diversion of business opportunity – No person may acquire, or derive personal gain or profit from, any business opportunity or investment that comes to his attention as a result of his association with GPS, and in which he knows we might reasonably be expected to participate or have an interest, without first disclosing in writing all relevant facts to us, offering  the  opportunity  to  us,  and  receiving  specific  written  authorisation  from  the Compliance Officer.

Outside employment and business interests – Outside employment and business interests outside the scope of the contract of employment or contract for services with GPS are not permitted unless specifically approved in writing in advance by the Compliance Officer (through consultation with senior management where appropriate) by providing full and accurate particulars.  It is not permitted to participate in outside employment or business interests outside the scope of employment/services, including personal investments, which interfere with work or which may put personnel in a position of conflict with the interests of clients.

Employee loyalty – Employee loyalty may be compromised where an employee may be considering  employment  with  another  entity  that  GPS  conducts  business  with.  Any employee considering employment with a client must contact HR.

Remuneration – Conflicts may arise where there is a direct link between the remuneration of  persons  principally  engaged  in  one  activity  and  the  remuneration  of,  or  revenues generated by, different persons principally engaged in another activity.  GPS has adopted a policy where there is no such direct link within HR remuneration policies

The  generic  procedures  referred  to  above  are  not  a  substitute  for  transaction-specific conflicts management. Persons dealing with clients must identify such specific conflicts as and when they arise.

Managing conflicts

To manage conflicts of interest within the Company, GPS maintains a conflicts register. The purpose of the register is to record and maintain a list of all actual and potential types of conflicts which may cause a material risk of damage to the interests of a client. The register also sets out measures GPS has taken to manage such actual or potential conflicts. The register should make references to the following matters:

It must identify the service or activity that GPS may carry out for a client.

The circumstances which constitute or may be perceived to give rise to a conflict of interest entailing a material risk of damage to the interests of the client.

Specify  the  procedures  to  be  followed  and  measures  to  be  adopted  with  a  view  to preventing the  conflict  of  interest  from  constituting or  giving  rise  to  a  material  risk  of damage to the interests of GPS clients.

Where the arrangements and measures implemented are not sufficient to mitigate the risk of disadvantage to existing or potential clients then the nature of the conflicts of interest arising must be disclosed to them prior to undertaking business.  However, an over-reliance on  disclosure without  adequate  consideration  as  to  how  conflicts  may appropriately be managed is not permitted.