Conflicts of Interest Policy

1. Introduction

1.1. General

The Conflicts of Interest Policy (the Policy) is developed in accordance with the Applicable Law. This Policy should be read in conjunction with other Company policies including the Code of Ethics and Business Conduct, Outsourcing Policy, Remuneration Policy, Order Handling and Best Execution Policy, Investment Research Policy, where additional guidance is provided.

1.2. Scope and purpose

This Policy sets out the principles and guidelines for identifying, managing, recording and, where relevant, disclosing existing or potential conflicts of interest which may arise in the course of the Company’s business activities, and protecting the interests of Clients.

This Policy aims at:

• identifying circumstances which may give rise to conflicts of interest entailing a material risk of damage to Clients’ interests;
• establishing appropriate procedures and systems to manage those conflicts; and
• ensuring the maintenance of such procedures and systems in an effort to prevent actual 
damage to Clients’ interests through conflicts identified.

1.3. Definitions and Meanings

“Applicable Law” means the relevant AIFC Rules and Regulations, the Kazakh national legislation and international legislation and standards, that are applicable to the Company’s business.

2. Conflicts of interest identification and management

2.1. When Conflicts of Interest Arise

Conflicts of interest involve a failure by the Company to act in the best interests of its Client and will typically involve a material risk of damage to the interests of that Client.

Conflicts of interest arise where the Company or Personnel:

• are likely to make a financial gain, or avoid a financial loss, at the expense of a Client;
• have an interest distinct from that of a Client, in the outcome of a Transaction undertaken 
on their behalf;
• have a financial interest or other incentives in favouring one Client over another;
• carry on the same business as the Client; or
• receive a payment or other form of inducement from a third party other than a 
contractually agreed commission or standard fee.

Conflicts of interest may arise between:

• the Company (its Personnel and persons directly and indirectly linked to them by control) and a Client;
• one Client (its managers, employees, and appointed representatives, tied agents and persons directly and indirectly linked to them by control) and another Client.

Upon request, Personnel must supply appropriate information to assist in the identification of potential conflicts of interest.

Any concerns or queries about actual or potential conflicts of interest must be discussed with the Compliance Officer in the first instance.

In case Personnel believes to be conflicted, they must complete a Conflict Disclosure form (can be requested from the Compliance Officer) and submit it to the Compliance Officer for review.

2.2. Connected Persons

Connected Persons of Personnel members include:

• their spouse, civil partner or equivalent;
• dependent child or stepchild;
• other relatives sharing the household with Personnel for at least one year preceding the 
Transaction date;
• any person with whom a member of Personnel has close links.

2.3. Outside business interests

Conflicts of interest and reputational business considerations may arise where Personnel have interests outside of the Company’s business hours and/or that are unconnected to the individual’s role within the Company i.e., outside business interests (OBI).

OBI may include (but are not limited to):

• executive and non-executive directorships (paid or unpaid);
• proprietary interests;
• family trusts or other trusteeships;
• governorships;
• consultant and advisory roles;
• charitable trusteeships.

Personnel must disclose and seek approval for any existing OBI when they join the Company and notify the Compliance Officer of any Connected Persons.

Prior to undertaking any OBI, Personnel must seek approval of the Compliance Officer by filing an OBI approval form that is obtainable from the Compliance Officer.

The Compliance Officer will assess any OBI of Personnel and their Connected Persons to identify actual or potential conflicts of interest and ensure that these are effectively managed.

In deciding whether to approve an OBI, the Compliance Officer will consider the materiality of the potential conflicts of interest, and whether they can be effectively managed by the Company. Where an actual conflict arises, the Compliance Officer may need to consult the BOD before granting or refusing approval of OBI.

OBI that may be refused approval include those where the individual is undertaking a role with a business that:

• is similar to that of the Company (e.g., another investment firm);
• is or has the potential to be serviced by the Company (e.g., trustee or director to a fund 
that is or could be a client of the Company); or
• provides services to the Company (e.g., a spouse of a member of Personnel works for a 
brokerage firm).

Where the Compliance Officer refuses to approve OBI, the individual in question will be prohibited from undertaking the proposed role.

Where the Compliance Officer approves OBI, the individual in question will be made aware of any arrangements that are to be implemented in order to manage the conflicts of interest identified.

Compliance Officer will require Personnel to disclose any OBI at least annually, and maintain records in the Appointments Register.

When in doubt as to whether a particular activity or interest requires disclosure and approval Personnel must seek advice from the Compliance Officer.

2.4. More examples of conflicts of interest

Examples of potential conflicts of interest may include, but are not limited to, the following:

Misuse of information. • Individuals with knowledge of Client trading activity may potentially front run the dealings of the Client. • Individuals may potentially misuse information obtained in the course of their employment to trade for their personal account.

Financial Advic. • Financial advisors offer or recommend Investment products/Investments or product providers due to the potential revenue to be generated. • Financial advisor recommending an Investment with higher commissions without regard to Client suitability. • The Company dealing as agent or principal may provide Investment Advice to its Clients, where the Company recommend or sell products that the Company or an affiliated company underwrites or issues.

Product recommendations. • A financial adviser recommends a higher fee product over a lower fee product to improve Company’s revenues (potential conflict between the Company and Client). • Where maintaining a product may be detrimental to a Client, but the Company requires the assets to be maintained (potential conflict between both Personnel and the Company and the Client and the Company).

Transactions with affiliates. Possible conflicts arising include the purchase (or sale) of Securities from (or to) an affiliate at an inappropriate price.

Remuneration. Individuals may act unfairly between Clients if their remuneration structure encourages them to favour one Client over another.

Proprietary trading. The Company may trade its proprietary positions in a Security when at the same time it has information about future Transactions with Clients in relation to that Security.

Investment Research. • Research Personnel may hold Securities that they are recommending to Clients and as such may misuse the Investment Research for their own account. • The Company may provide Investment Research in relation to an entity or group to which it also provides Investment Advisory Services. • An analyst being involved in – or influencing – other functions within the Company apart from Investment Research, such as corporate finance and sales. • Conflicts because of an analyst's or the Company's own Investments or those of other Clients. • Conflicts because of access to NPPSI.
• Conflicts because of the power of Investment Research 
recommendations.

Inducements. Personnel could be unduly influenced by gifts from counterparties resulting in them doing business on basis of entertainment/gifts, rather than on what would be deemed best for a Client.

Allocation. The Company may act as a discretionary portfolio manager for more than one Client and issues of allocation and aggregation between the Clients and funds may arise.

Best Execution. Risk that the Company may get a better price for one Client than the other.

Dealing commission. Additional costs are borne by the funds which are not demonstrated in monetary terms, or two funds are paying for services which are only being used for one fund.

Side letters. One Client has a side letter in place which gives it preferential treatment over another Client.

External interests. Personnel may have other business which would mean that they may not potentially devote enough time to the Clients.

Shared back-office and support functions. Other legal entities within the Group with access to confidential information may misuse it or lack adequate internal controls to prevent unauthorised access to information.

2.5. Chinese Walls

The Company shall implement Chinese walls as one of the control measures to avoid conflicts of interest, which means information flows between different parts of the Company’s business shall be restricted.

That way, the Company shall physically separate investment analysts preparing Investment Research from other Personnel whose interests may conflict with those of the intended recipients of the Investment Research. If physical separation is not appropriate, the Company shall put in place such information barriers as are required to manage or prevent any conflicts of interest.

The Company shall maintain detailed records of the business units affected by the implementation of Chinese walls or information barriers. The Company shall constantly monitor these mitigating controls to ensure they remain effective.

In addition, the Company will use a number of administrative and organisational arrangements to mitigate any actual or potential conflicts of interest including:

• functional independence and separate supervision of relevant Personnel whose main functions involve carrying out activities or providing Services for Clients whose interests may conflict, or otherwise represent interests that may conflict;

• a review of remuneration arrangements in the Company where these might give rise to conflicts of interest in relation to the activities or Services provided by the relevant Personnel;

• reassignment of Personnel to prevent or control the simultaneous or sequential involvement of relevant Personnel in separate Services or activities where such involvement may impair the proper management of conflicts of interest;

• policies covering gifts and entertainment, personal account dealing covered in the Code of Ethics and Business Conduct.

Personnel must comply with the established operating controls and procedures. If guidance on the mitigating controls is required, Personnel should consult with the Compliance Officer.

2.6. Disclosures

Where the Company is not reasonably confident the mitigating controls it has implemented will prevent loss to its Client(s), the Company is required to provide a full and fair disclosure of material facts, particularly, where the Company’s interest may conflict with the Client’s before undertaking the Client business.

Shared back-office and support functions Other legal entities within the Group with access to confidential information may misuse it or lack adequate internal controls to prevent unauthorised access to information.

Disclosure does not exempt the Company from implementing mitigating controls, but they should be used in those instances where the controls do not give management unreasonable confidence that the Client will not suffer a loss from the conflict of interest.

The Company shall make disclosure in a durable medium and with sufficient detail, taking into account the nature of the Client, to enable them to make an informed decision about the Service, in the context of which the conflict of interest arises.

The Company shall decline to act for a Client, or avoid the Service, activity or other matters giving rise to the conflict of interest where the conflict of interest cannot be prevented or managed effectively using other means.

2.7. Detailed review and record of conflicts of interest

The Company regularly conducts a business review to identify potential conflicts of interest in its business and establish appropriate administrative and organisational arrangements to manage those conflicts of interest. This review covers actual and potential conflicts of interest between the Company and its Personnel, Company and Clients, and between one or more Clients.

The Compliance Officer shall maintain an up-to-date record of the kinds of Service or activity carried out by or on behalf of the Company in which a conflict of interest entailing a material risk of damage to the interest of one or more Clients has arisen, or in the case of continuing Services, may arise.

These records also identify the mitigating procedures and controls the Company has implemented in order to manage each conflict of interest.

The Record of conflicts of interest is provided for the BOD annual review and approval.

2.8. Responsibilities

Personnel (including Senior Management and members of the BOD) are responsible for identifying, managing and mitigating actual or potential conflicts of interest fairly and in accordance with this Policy.

The Compliance Officer is responsible for maintaining this Policy, the records of conflicts of interest, monitoring adherence to the Policy and periodic reporting to Senior Management and the BOD.

Violations of this Policy may subject Personnel to disciplinary actions, including, but not limited to, demotion, suspension, or termination.