Legal & Compliance

If you are a UK resident retail client who wishes Credo Capital Limited ("Credo") to advise you in connection with certain types of retail investment products (such as units in collective investment schemes (regulated and unregulated), interests in investment trust savings schemes, securities in investment trusts, other designated investments in a packaged form or structured capital-at-risk products (collectively "RIPs")), Credo is obliged to bring to your attention that the advice that Credo will give to you will not be independent advice covering the whole range of RIPs (as defined in the Conduct of Business Rules of the Financial Conduct Authority) but will be given on a limited range of products and/or in respect of a limited number of providers and accordingly the advice will be restricted.

Conflicts of Interest Policy
Version 3.4, as at July 2023

1. Objectives and Scope

Conflicts of Interest and potential conflicts are ubiquitous in the financial services industry and Credo Capital Limited (we/us/it/our/Credo) takes the management and mitigation of such conflicts seriously. Although the potential for conflicts to arise is most likely to be greater in large organisations providing a full range of financial services, even smaller firms may have interests which conflict with the duties owed to Clients. The failure to deal appropriately with any conflict leads to the undermining of confidence in the financial markets in general. At the individual firm level, firms failing to address such conflicts may be exposed to the risk of litigation and loss of reputation. Therefore, regulatory authorities expect strong management oversight and control in this respect.

The objective of this Policy is to provide guidance around managing conflicts of interests under the Companies Act 2006 and the FCA High Level Standards – Senior Management Arrangements, Systems & Controls (SYSC).

It covers the following areas:

• What is a conflict of interest;
• When a conflict of interest may arise;
• The types of conflicts which may arise;
• The Company’s policy on managing conflicts of interest;
• size and nature of the order;
• The actions that an individual should take if there is a conflict; and
• Regulatory requirements.

Under the FCA rules, a conflict may arise where a firm or individual is providing services to its Clients in the course of carrying out regulated activities and may entail a material risk of damage to the interests of a Client. In assessing whether a conflict of interest has arisen, Credo and its subsidiaries must consider whether a firm or individual:

• is likely to make a financial gain, or avoid a financial loss, at the expense of the Client;
• has an interest in the outcome of a service provided to the Client or of a transaction carried
• out on behalf of the Client, which is distinct from the Client’s interest in that outcome;
• has a financial or other incentive to favour the interest of another Client or group of Clients
• over the interests of the Client;
• carries on the same business as the Client;
• receives, or will receive, from a person other than the Client an inducement in relation to a
• service provided to the Client, in the form of monies, goods or services, other than the standard commission or fee for that service.

2. Definition

Conflicts of Interest can arise between various parties, including:

• Credo and one or more of its Clients;
• An employee and one or more of Credo’s Clients;
• Two Credo group entities;
• An employee and a Credo group entity;
• Two or more of Credo’s Clients;
• A third party service provider and a Credo group entity;
• A third party service provider and of Credo’s Clients;
• Two or more employees.

In accordance with the FCA Handbook, Credo has a regulatory obligation under SYSC 10 of the FCA Handbook and Principle 8 to establish processes and controls in order to identify conflicts of interest and manage them fairly. Managing conflicts of interest will lower the risk of Credo’s Clients being unfairly disadvantaged, legal action, and censure from regulatory bodies, and ensure that Credo conducts business in an ethical and appropriate way.

Conflicts of Interest can occur where an individual member of staff, or Credo, has a business or personal interest which potentially competes with an interest of a Client or that of Credo itself. That competing interest can make it difficult for individuals or Credo to fulfil their duties impartially. Even where there is no evidence of improper actions, a conflict of interest can create the appearance of impropriety, which could undermine confidence in the ability of Credo or its staff to act properly and fairly.

Credo must assess the material conflict scenarios prevalent within the business to ensure that there are sufficient procedures and measures in place to negate the conflict.

We are required to identify those circumstances which are likely to give rise to a conflict of interest between (1) Credo or persons connected to a Group Company (as defined in 3.1) on the one hand and a Client on the other hand and (2) conflicts as between the differing interests of one or more Clients in the carrying on of Credo’s services and activities in the ordinary course.

Credo, and its appointed representative are required to operate effective organisational and administrative arrangements to ensure that reasonable measures are in place to prevent conflicts of interest causing material risk of damage to the interests of its Clients, for example, through the use of Chinese walls, appropriate disclosure channels or where appropriate, from declining to act. When a conflict arises that entails a material risk a record must be kept and regularly updated.

3. Application and Fair Treatment

3.1. Normally we do not take positions or deal on our own account. However, a conflict could arise where we, or a company in the Credo Group (i.e. our holding company and its subsidiaries (a Group Company)) or some other person connected with us (including an employee, Director or Independent Investment Partner (IIP) of Credo):

3.1.1. is likely to make a financial gain, or avoid a loss, at the expense of a Client;

3.1.2. has an interest in the outcome of a service provided to, or transaction carried out on behalf of, a Client that is distinct from the Client's interest;

3.1.3. has a financial or other incentive to favour the interest of one Client or group of Clients over the interests of another Client;

3.1.4. carries on the same business as the Client; or

3.1.5. receives, or will receive, an inducement from a third party in relation to a service provided to the Client that is different from the standard commission, or fee, for that particular service.

3.2. Although we only provide restricted advice, we do offer a wide range of financial and investment advisory services, investment management services, securities trading and brokerage services and other commercial and investment products and services to a wide range of individuals and organisations and as a result we or any Group Company may at times have interests which conflict with those of our Clients. We aim to treat our Clients fairly, suitably and appropriately. One of the ways in which we seek to achieve these aims is to have regard to the conflicts of interest that may arise through our business activities where such conflicts may involve the risk of damage to our Clients.

3.3 As set out above and in order to comply with the provisions of the FCA Rules we are required to maintain and operate effective organisational and administrative arrangements with a view to taking all necessary and appropriate steps to identify, monitor and manage such conflicts of interest. We have put this Policy in place to meet this obligation and set out below a summary of that Policy and the key information that is needed by Clients to understand the measures we are taking to safeguard the interests of our Clients.

3.4 Our internal policies and procedures are designed to ensure that we identify potential conflicts of interest that arise or may arise between us and our Clients and between one of our Clients and another.

3.5 The circumstances in which such a conflict of interest or potential conflict of interest may arise, include, but are not limited to, where we or any of our associates (as defined in section 345 of the Companies Act, 2006) (including any Group Company) may:

3.5.1. act on behalf of a Client, as agent and also act for an associate (including any Group Company) or a third-party investor in the same transaction, or act as a distributor of an investment and receive a benefit, including a placement fee, commission, rebate or reduction (whether from standard rates of commission or otherwise), in connection with any service or transaction provided or entered into. Where we are not prohibited by any relevant rules of the FCA, we may retain such benefit and we undertake to provide the Client with further details of any such benefit that we receive on request;

3.5.2. act in relation to investments where any of us is involved in a new issue, rights issue, takeover or similar transaction concerning the investments;

3.5.3. act in relation to investments where it or any director or staff member may hold an interest or shareholding in the Issuer of the securities or the entity that is facilitating the investment;

3.5.4. invest a Client in or advise a Client to invest in a fund(s) of which we are the investment manager;

3.5.5. execute a transaction for or with a Client in circumstances where we have knowledge of other actual or potential transactions in the relevant investment;

3.5.6. hold a position in, or trade, deal or make markets in, investments purchased or sold by a Client;

3.5.7. recommend the purchase or sale of a designated investment in which one of our Clients has given instructions to buy or sell;

3.5.8. act as adviser to, or have any other business relationships with, or interest in, the issuer (or any of its associates or advisers) of any investments purchased or sold by a Client or advise any person in connection with a strategic transaction in relation to such investments, including but not limited to, a merger, acquisition or takeover by or for any such issuer (or associates or advisers);

3.5.9. recommend the purchase or sale of a designated investment in which we have the opposite position; or

3.5.10. in exceptional circumstances and where a Group Company is dealing as principal for its own account, buy or sell the investment concerned and therefore make a profit (or loss) or take a mark-up, mark-down or credit for its own account.

4. Managing Conflicts

4.1 We have implemented and maintain a number of procedures and measures for preventing or where appropriate, managing conflicts of interest that arise in the course of our business. Such measures may include, but are not limited to, the following:

4.1.1. where appropriate, structural separation which may be physical or otherwise, including but not limited to information barriers;

4.1.2. compensation arrangements and/or management and supervisory structures which are aligned with this Policy;

4.1.3. oversight of contacts between and within business units whose Clients have adverse or competing interests with the Clients of other business units;

4.1.4. where Credo is entitled to receive a fee from a third party, it will only do so in compliance with the FCA Rules;

4.1.5. regulation of personal investment and business activities of our employees by our Compliance Department to prevent conflicts of interest arising against the interests of Clients; and

4.1.6. disclosure on the website, in Credo's Terms of Business, in any specific information document and/or in person, that conflicts of interest situations may arise and by accepting those Terms of Business or the specific investment, the Client agrees that he/she/it does not object to a conflict of interest that is specifically disclosed.

4.2 Where these measures are not sufficient to ensure, with reasonable certainty, that risks of damage to the interests of one or more Clients will be prevented, we will be required to clearly disclose the general nature and sources of the conflict(s) and to disclose the steps taken to mitigate those risks, in relation to the Client(s) concerned, before undertaking business with or for the Client(s). The nature of the disclosures must:

4.2.1. be made in a durable medium;

4.2.2. clearly state that the organisational and administrative arrangements established to prevent or manage that conflict are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interests of the Client(s) will be prevented;

4.2.3. include specific description of the conflicts of interest that arise in the provision of investment services or ancillary services;

4.2.4. explain the risks to the Client(s) that arise as a result of the conflicts of interest; and

4.2.5. include sufficient detail, taking into account the nature of the Client(s), to enable that/those Client(s) to take an informed decision with respect to the service in the context of which the conflict of interest arises.

4.3 We treat the disclosure of conflicts as a measure of last resort to be used only where the effective organisational and administrative arrangements established by us, to prevent or manage conflicts of interest, are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interests of the Client(s) will be prevented.

4.4 If we believe there is no practicable way of preventing damage to the interests of one or more Clients, we may decline to act.

4.5 Subject to the circumstances set out in section 3.1 above, which may result in conflicts of interest, we require our Clients to agree that we and any relevant Group Company may provide the relevant services despite any such interest and that we are not required to account for any income, gain, profit, benefit or other advantage arising from doing so, provided that we do not contravene the FCA Rules.

4.6 Group Companies and/or their employees may make markets or specialise in, have positions in and effect transactions in securities of companies and may also perform or seek to perform investment advisory or corporate finance activities for those companies. As a result, we may not be able to advise or deal for Clients in certain investments and we reserve the right at any time in our absolute discretion to decline to deal or arrange any transaction or give advice or make any recommendation.

4.7 Where we act as an intermediary for packaged products (such as collective investment schemes and/or close ended companies), we may advise a Client and/or buy or sell units for a Client in, any packaged products, including those where we are or a Group Company is the trustee, operator, manager, administrator or an adviser of/to the scheme.

4.8 Where we have a discretionary or advisory mandate from a Client and invest or advise the Client to invest some or all of their assets in a Credo fund (where we are the investment manager) such as the Credo Dynamic fund, Credo Global Equity fund and the Credo Growth fund (an in-house fund), there could be a conflict of interest which must be managed.

4.8.1. However, for Clients who want an investment based on Credo’s investment methodology (CIM), there will not be a conflict where the in-house fund essentially reflects the CIM, where it is the same investment methodology used for Credo’s segregated model portfolios. Credo will always act in a Client’s best interests in making any recommendation to invest in an in-house fund and where it is a suitable investment, Credo’s intention is that Clients invest in an in-house fund in preference to its segregated model portfolios, save where the Client wishes to invest or we believe the Client should invest in an asset class that our in-house fund(s) do not cover. In any event and whether or not an in-house fund reflects the CIM, we will assess on an annual basis whether the investment remains suitable, and such an assessment may include a review of other similar funds.

4.8.2. We recognise that there could be conflicts between the trading undertaken by the in-house funds, the Credo model-portfolios, Client bespoke portfolios and personal account (PA) dealing and we have controls in place to mitigate the risk of such conflicts, e.g. the fund managers take into account whether a particular trade decision is suitable for all Clients with the same risk profile, but because of the portfolio construction rules applicable to the in-house funds, their holdings may be different; no PA dealing may be undertaken in the opposite direction to an in-house fund unless there are good reasons and the necessary approval has been obtained; trading for the in-house funds and the model portfolios which have the same risk profile will as far as possible be the same, save for timing differences.

4.9 We may match a Client’s transaction with that of another Client by acting on his/her/its behalf as well.

4.10 We may recommend or buy investments where we are or a Group Company is involved in a new issue, rights issue, takeover or similar transaction concerning the investment and/or where we or a Group Company has given advice to the issuer.

4.11 We will be entitled from time to time, at our absolute discretion, to delegate to any person or entity the performance of any of our duties, functions or powers. If required by any applicable regulations, the appropriate details of any delegation will be provided to Clients.

5. Updating the Policy

How often will we update the policy?

We will update the Policy periodically to take into account changes as and when appropriate.

How can Clients obtain the most recent version of the Policy?

The most recent version of the Policy is dated July 2023 and is published on the Credo website at www.credogroup.com. If a Client would like to receive a copy, they may contact us in the manner described in section 6.

6. Consenting to this Policy

We are required to obtain a Client’s written consent to this Policy before we undertake any transaction or provide any service to them. Client consent will be given in the Declarations and Signatures section in our Application Form and is deemed to refer to the most current version of this Policy.

7. Contact Details

How does a Client contact us in connection with this Policy?

If a Client has any queries about the Policy, they may contact our Compliance Officer via email to mmanzoor@credogroup.com or at the address below:

Compliance Officer
Credo Capital Limited
8-12 York Gate, 100 Marylebone Road
London NW1 5DX
Tel: +44 (0)20 7968 8300

Order Execution Policy
Version 5.0, as at February 2023

Introduction

This Order Execution Policy (Policy) summarises the general basis on which Credo Capital Limited (referred to hereafter as we, us or our) will provide "best execution" as required by the European Union's Directive 2014/65/EU on markets in financial instruments and Regulation (EU) No 600/2014 on markets in financial markets (referred to collectively as MiFID II) as it applies in the UK and the Conduct of Business Rules of the UK Financial Conduct Authority (FCA Rules) to all retail and professional clients.

The Policy is divided into fifteen sections:

1. Scope and Purpose
2. Achieving Best Execution
3. Choosing an Execution Venue
4. Order Handling
5. Compliance with Client Instructions
6. Methods of Execution
7. General Dealing Arrangements
8. Monitoring and Review
9. Market Hours
10. Fees and Charges
11. Conflicts of Interest
12. Limit Orders
13. Orders Executed outside a Regulated Market
14. Consenting to the Policy
15. Contact Details
Annex A: List of Execution Venues

1. Scope and Purpose

What is the purpose of the Policy?

We recognise the importance of achieving the best possible result on a consistent basis when executing trades for you. This is important for maintaining and developing our relationship with you. We strive at all times to act fairly and reasonably in dealing with you. In certain cases where we are providing order execution services to our clients, we are required under MiFID II and the applicable FCA Rules to establish and comply with a policy on order execution. The purpose of this Policy is to set out our obligations to you in a clear and concise manner.

When does this Policy apply?

This Policy applies where we carry out orders in Financial Instruments (as defined by MiFID II*) for retail and professional clients, whether by executing such orders on a client’s behalf, or transmitting them to a third-party firm for execution (on which see section 2). For example, this will be the case when we:

• execute our client’s order by dealing as agent; and
• as agent, “work” an order on our client’s behalf, which occurs where our client’s place an order with us and we execute it over a period of time using one or more execution venues.

The financial instruments covered by MiFID II include most financial instruments but do not include:

• spot foreign currency exchange transactions; or
• spot commodity derivative transactions.

(*) The full definition can be found at https://www.handbook.fca.org.uk/handbook/glossary/G1519

2. Achieving Best Execution

We operate centralised trading desks (“Desks”) for each financial asset class, such as equities, fixed income, foreign exchange, or collective investment schemes (Funds). The Desks are comprised of experienced investment professionals who use their commercial judgement and available market information to direct order flows to the most appropriate counterparties and venues. All of our employees who perform a Certification Function (Certified Persons) are required to be assessed as fit and proper in advance of performing their role and at least once a year after commencing in their role. This is required under the FCA’s Senior Managers and Certification Regime which came into effect on 9 December 2019. We have internal processes and controls in place to establish the initial and ongoing fitness and propriety of our Certified Persons, including the assessment of threshold competency to perform their role and evidence of their continued professional development as part of our training and competency requirements.

What does "best execution" mean?

"Best execution" means that we:

• have a set policy (namely this Policy) which is designed to achieve the best possible result (taking into account all relevant execution factors as described below) across all orders on a consistent basis for any financial instrument covered by MiFID II when placing the orders for execution;
• are committed to complying with the Policy; and
• take steps to monitor, review and update the Policy to ensure it continues to achieve the required results.

Complying with our best execution obligations under MiFID II does not involve a transaction-by-transaction analysis. Instead, we are required to take all sufficient steps to obtain the best possible result overall when executing orders on your behalf having regard to the execution factors set out in MiFID II and the applicable FCA Rules.

What factors do we take into account to achieve best execution?

In achieving best execution, we take into account a number of execution factors (unless otherwise instructed by our client, as discussed in section 5 below). These include:

• price;
• costs;
• speed of execution;
• likelihood of execution (liquidity) and settlement;
• size and nature of the order;
• likely market impact;
• type and characteristics of financial instrument;
• characteristics of the possible execution venues;
• nature of the client (retail/professional); and
• any other consideration relevant to the execution of the order.

We generally treat price as the most important factor for obtaining the best possible result. However, the overall value to our client of a particular order may be affected by the other factors listed above. In determining the relative importance of these factors, we will use reasonable judgment together with our understanding of the appropriate execution criteria for the specific order. For example, when transacting a large order, minimising market impact might be more important than price or, when trading an illiquid product, certainty of execution might be more important than price. We may therefore conclude that factors other than price and costs are more important in achieving the best possible result for you. The relative importance of each of the factors will differ depending on the following execution criteria:

• whether our client is categorised as a retail or professional client and any special objectives he/she may have in relation to the execution of the order;
• the characteristics of our client order;
• the characteristics of the financial instruments to which our client order relates; and
• the characteristics of the venues (if there is more than one) to which our client order may be directed.

What is our responsibility when our client order is executed for us by a third party?

To achieve best execution on an order we may use a third-party broker to provide access to markets where we otherwise may not be able to execute or where we believe it to be in our client’s best interests to do so, for e.g., to source liquidity or to access an algorithm. Where we owe best execution on an order and that order is passed to a third-party broker that has discretion over the execution of any aspect of such order (either in whole or in part), we will be relying on the third-party broker to execute the order in a way which enables us to meet our best execution obligation. We will monitor the execution and carry out due diligence on such third-party brokers to ensure that we are satisfied that they are enabling us to comply with our best execution obligations.

3. Choosing an Execution Venue

Which execution venues will we use?

A list of the execution venues and third-party brokers which we place significant reliance upon to enable us to obtain best execution on a consistent basis can be found in Annex A below. This list may be updated from time to time; our clients will not be notified separately of any changes to this list.

We will regularly review the venues or third-party brokers utilised, taking into consideration the factors we describe below for determining the entities with which the orders are placed, or to which we transmit orders for execution, in order to ensure that the venues/brokers that we use are providing best execution, taking into account all orders executed during the review period.

Where it appears in a particular case that better execution is available from an execution venue or third-party broker that we do not ordinarily use, we may use such other execution venue or third-party broker on a case-by-case basis.

What factors are taken into account in determining the execution venues?

Factors which we consider in selecting the entities with which our clients’ orders are placed or to which we transmit their orders for execution in respect of a particular financial instrument include:

• general prices available;
• depth of liquidity;
• relative volatility in the market;
• speed of execution;
• cost of execution;
• creditworthiness of the counterparties on the venue or the central counterparty; and
• quality and cost of clearing and settlement.

Where applicable, we will take steps so that we do not structure or charge our commissions in such a way as to discriminate unfairly between execution venues.

Where we have a choice of venues in respect of a particular order, how do we choose?

We take into account factors such as costs and benefits of accessing multiple venues and accessibility in deciding which venues we use. In certain circumstances, we may have access to more than one venue for executing an order in a particular financial instrument. In such cases, we will endeavour to choose the best venue for the order taking into account the factors applicable to choosing venues.

How often do we review our venues?

Generally, we will review the venues we use to execute your orders on an annual basis.

4. Order Handling

What procedures are in place for handling client orders?

In accordance with the FCA’s Rules, we are required to have procedures and arrangements in place that provide for the prompt, fair and expeditious execution of orders.

Orders must be executed sequentially and promptly, unless this is impracticable given the characteristics of the order, market conditions or if the interests of the client require otherwise.

We may combine a client order with orders made for other clients. By combining the orders we must reasonably believe that this is unlikely to disadvantage any client and sufficient prior disclosure is therefore made in this Policy that the effect of aggregation may work to a client’s disadvantage, but the intention is to ensure that no consistent patterns of disadvantage are developed. As such, aggregation may result in our client obtaining a less favourable price in relation to a particular order.

In the usual course, all executions of aggregated orders will be allocated in accordance with the original intended allocation recorded on the trading record at the time the orders are approved. In the event of an order being scaled back, the executed order will normally be allocated to clients on a pro-rata basis. There may be circumstances, however, where a pro-rata allocation is suboptimal, for instance, where the total allocation is significantly scaled back, which could leave certain clients with holdings that are either uneconomical or cannot be allocated as they fall below the minimum piece size. A client may not receive an allocation in accordance with the original intended allocation, for the reasons described above.

5. Compliance with Client Instructions

What happens if a client gives us specific instructions as to how to execute his/her order?

Where we owe our clients a duty of best execution and they provide us with specific instructions in relation to the entire order, or any particular aspect of the order, which we accept, then we will execute the order in accordance with those instructions and in doing so we will have satisfied our best execution obligations with respect to the relevant aspects of the order. Where the client’s instructions relate to only part of the order, the remaining element of the order not covered by the specific instructions will, subject to the following paragraph, remain subject to best execution requirements.

Please note that if a client provides us with specific instructions this may change the way in which we execute his/her orders and may prevent us from taking the steps that we have designed and implemented in this Policy to obtain the best possible result for the execution of in-scope orders.

We reserve the right to refuse to implement specific instructions from our clients regarding the execution of their orders where, in our opinion, such instructions are not practicable or may be contrary to their best interests.

6. Methods of Execution

What methods of execution can be used to complete an order?

Subject to any specific instructions that may be given by our client (see section 5), we will execute an order by one of the following methods or a combination thereof:

i. On a Regulated Market, Multi-lateral Trading Facility (MTF) or Organised Trading Facility (OTF) by:

• executing the order directly on a Regulated Market, MTF or OTF or where we are not a direct member of the relevant Regulated Market, MTF or OTF, with a third-party broker; or
• executing the order with, or transmitting it for execution to a liquidity provider that forms part of a Regulated Market, MTF or OTF; or
• executing the order with a matching order from another client under the rules of a Regulated Market, MTF or OTF.

ii. Where we have obtained prior express consent from our client (section 12 below), outside a Regulated Market, MTF or OTF by:

• executing the order with, or transmitting it for execution to a liquidity provider that is not part of a Regulated Market MTF or OTF; or
• executing the order with a matching order from another client outside the rules of a Regulated Market, MTF or OTF.

iii. In respect of a financial instrument not admitted to trading on a Regulated Market, MTF or OTF, we will carry out our client’s order in the manner that we consider the most appropriate. We will endeavour to check the fairness of the price by gathering market data used in the estimation of the price of such financial instrument and, where possible, by comparing it with similar financial instruments.

7. General Dealing Arrangement

What execution methods are used for dealing in the various asset classes?

The following information will demonstrate in more general terms how we execute orders for more commonly traded financial instruments:

i. Equities (including Investment Trusts, Exchange Traded Products (ETP) Warrants and Depository Receipts): Assuming normal market conditions, we will typically select counterparties by operating on a request for quote (“RFQ”) basis taking into account the execution factors. In practice, RFQ means making a direct approach to an entity in order to request a firm price or spread at which that entity is willing to buy or sell a specific financial instrument. When executing orders using this method, price will normally be the most significant factor.

However, there may be circumstances, where opting for the RFQ method, may alert the market to our trading strategy which could be detrimental to our clients. In such circumstances, larger and/or illiquid orders that exceed the pre-set parameters, and/or cannot be executed via the RFQ network, will be manually executed via the Equities Desk. Subject to the execution criteria, execution factors, the complexity of the order and any specific client instructions, our dealers will determine how best to execute the order to achieve the best outcome. This may be via:

• the RFQ network; and/or
• direct negotiation with registered market makers or other member firms of the London Stock Exchange (LSE) exchange (capital commitment from the counterparty could be utilised, this is a situation where the counterparties will be called upon to go ‘on risk’ to facilitate Credo executing its business in large order size. Credo will consider both size and the counterparties’ perceived ability to locate natural business in the stock and the willingness to commit capital to facilitate the execution of its clients’ business); and/or
• transmission to a third-party broker that will provide access to electronic communication networks (ECNs), crossing platforms, algorithmic trading strategies, systematic internalisers (SIs) and other execution venues that we cannot access directly; and/or
• by agency cross, where we match buyers and sellers internally.

Larger or more complex orders may need to be worked over a period of time and might be executed using a combination of the above.

ii. Debt securities (such as Government Bonds (Gilts) and Corporate Bonds): For fixed income transactions, liquidity and price are typically the primary determining factors given the nature of the securities, as well as the size of transaction. The best price in a market usually represents an opportunity to trade in a particular size, and should an order be above that size then the order may have to be split, or we may decide to execute with a single counterparty, if a better overall price can be achieved. When a large order is split, there is potential for information leakage which may lead to the price for subsequent executions becoming less favourable. Secondary factors will also direct us to use a particular counterparty. These include speed of execution, market positioning and the likelihood of execution and settlement. Counterparties are also selected based upon additional factors, including but not limited to, the credit quality of a counterparty, client instruction, price or any other limit value, or the underlying market conditions.

We will typically select counterparties by operating on a RFQ basis taking into account the execution factors. Larger and/or illiquid orders that exceed the pre-set parameters, and/or cannot be executed via the RFQ network, will be manually executed via the Fixed Income Desk. Quotations are available from competing venues and trades will be concluded through the counterparties where best execution can be obtained taking into account the criteria above. The Fixed Income Desk will take into consideration market levels by utilising alternative pricing and valuation sources where quotations are not available to determine how best to execute the order to achieve the best outcome. This may be via:

• the RFQ network; and/or
• direct negotiation with registered market makers or other member firms of the LSE exchange (capital commitment from the counterparty, a situation where the counterparties will be called upon to go ‘on risk’ to facilitate us executing its business in large order size. We will consider both size and the counterparties’ perceived ability to locate natural business in the stock and the willingness to commit capital to facilitate the execution of its clients’ business); and/or
• transmission to a third-party broker; and/or
• by agency cross, where we match buyers and sellers internally.

Larger or more complex orders may need to be worked over a period of time and might be executed using a combination of the above.

Debt securities often have a minimum tradable size; if an order is placed that does not meet the minimum tradable size then the Desk will notify the client. The client can either elect to cancel the trade or provide the Fixed Income Desk with specific instructions if they wish to continue with the trade on an ongoing basis.

iii. Collective Investment Schemes (Open Ended Investment Companies/Unit Trusts/Hedge Funds): For transactions in the shares or units of Collective Investment Schemes, the sole point of execution will be via our custodian who will transmit the order with the scheme manager, or their agent and the price will be established according to the scheme’s particulars or prospectus. Orders will be placed with the relevant single venue in accordance with our cut off times to meet the next valuation point of the scheme in question at the quoted price. Clients should be aware that if there is no existing relationship between our custodian and the scheme manager, or their agent, further documentation may be required, and this could delay the investment.

iv. Structured Products: Structured products are executed directly with the product provider or via a specialist broker.

v. Traded Options (Exchange Traded Options only): All orders will be executed via ADM Investor Services International Limited which is obliged to provide best execution.

vi. Foreign Exchange (FX): FX trades are only permitted in facilitation of a currency conversion or the settlement of a security trade in accordance with the permitted currencies. For the avoidance of doubt, proprietary FX trading or FX trading for investment or speculative purposes is not permitted. Standalone FX forwards (>T+5) are therefore not permitted. All orders will be executed promptly with the relevant custodian. We will endeavour to aggregate orders to reduce your costs. Our default settlement period for FX transactions is T+1 unless we are informed otherwise by our client’s.

vii. Other Asset Classes: We will execute all other trades in an appropriate manner recognising the importance of achieving the best possible result on a consistent basis when executing trades for our clients.

8. Monitoring and Review

Monitoring

We monitor the effectiveness of our execution arrangements and this Policy on a regular basis and assesses whether the execution quality and price achieved generally obtains the best possible result for clients. The monitoring of best execution is performed by the Trading Desk as part of the first line of defence with oversight by the Head of Trading. In addition, our compliance team monitors best execution as part of the second line of defence.

The following information will demonstrate in more general terms how we monitor orders for more commonly traded financial instruments:

i. Equities (including Investment Trusts, ETPs, Warrants and Depository Receipts): In order for us to meet the regulatory, monitoring and performance reporting requirements, we utilise an exception based price / basis point (BPS) approach. Exception based price monitoring uses price and BPS tolerances to identify trades which have been executed outside a specific range compared to various benchmark prices. The price and BPS tolerance ranges are set or agreed by our Head of Trading and are ratified by our compliance team. Tolerances are determined using independent third-party Transaction Cost Analysis (TCA) tools and an ex-post review of our trading activity.

Exception reports are generated to identify trade executions that are outside the market price / benchmark price tolerance range, or where no comparable quote has been obtained. For those trades where no market price / benchmark is available, we will analyse the available data and competing spreads from the universe of available counterparties to model a transaction and establish a price position. Our dealers and Head of Trading review the trades and the corresponding execution factors documented at the point of trade, which resulted in the price achieved, to validate that a good outcome has been achieved for the client.

ii. Debt securities (such as Government Bonds (Gilts) and Corporate Bonds): We regularly monitor the quality of the execution against an appropriate benchmark to ensure a good outcome has been achieved for the client. Execution quality monitoring for debt securities is performed on a sample basis by our compliance team. Exceptions to the set parameters will be highlighted and where appropriate, additional controls will be implemented in order to avoid future exceptions.

We maintain an audit trail for all executed orders in the past 12 months which assists us in ascertaining whether the best possible results have been achieved. The results of our monitoring allow us to identify and implement changes to this order execution policy and arrangements as we deem necessary.

How often will we update the Policy?

This Policy is reviewed at least annually and may also be updated periodically to take account of any changes to the applicable regulation or otherwise.

How can you obtain the most recent version of the Policy?

The most recent version of the Policy is published on our website, but if you would like to receive a hard copy of the Policy, please contact us in the manner described in section 15 below.

9. Market Hours

Our dealing team is available from 8am to 5pm during UK business days. If an order is submitted outside of these hours then we will execute on a reasonable endeavours basis, but clients should have no expectations that we will do so outside of our regular trading hours.

10. Fees and Charges

The fees and charges for all asset classes are disclosed to the client in advance via the fee schedule. To obtain a copy of the fee schedule, contact the Client Services Department on +44 (0) 207 968 8300 or via email clientservices@credogroup.com quoting the relevant client account details.

To enable us to offer clients access to markets where we are not members and/ or to access certain algorithms, a third-party broker may be utilised. Any additional charges will be passed on to the client with full transparency and disclosed in the contract note. Please be aware that the charges may vary according to the execution venue. For further information in this regard, please contact the dealing team on +44 (0) 207 968 8400 or via email dealers@credogroup.com.

11. Conflicts of Interest

We are responsible for ensuring that our systems, controls and procedures are robust and adequate in order to allow us to identify and manage any conflicts of interest that may arise.

In general, we arrange our business to minimise the potential for such conflicts and where they do arise we manage such conflicts to ensure that our own interests are never put ahead of those of our clients and that one group of clients is not treated more favourably than another.

We have established procedures which are designed to identify on an on-going basis any conflicts of interest that may arise. Controls and procedures are implemented to ensure that the interests of the client are never compromised. Our Conflicts of Interest Policy details the types of conflict that may arise and how they are managed should they occur. This process is overseen by our compliance team and a copy of our Conflicts of Interest Policy can be accessed via the above tab ‘Conflicts of Interests Policy’. If the arrangements made to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that the risk of damage to the client’s interests will be prevented, we will clearly disclose the general nature and/or sources of the conflicts of interest to the client before undertaking business for that client.

12. Limit Orders

We will not immediately make public any limit order in respect of shares admitted to trading on a market which is not immediately executed under prevailing market conditions. Our clients will have provided their consent to this when they signed the application form to become a client or via the regular Know Your Customer (KYC) updates we will have sent to our clients since we believe it is in their best interests to allow us to exercise our discretion in accordance with this Policy, failing which we cannot provide our investment service to them.

13. Orders Executed outside a Regulated Market

In order for us to achieve the best possible results for each order when we execute them on our clients’ behalf, we may sometimes seek to place the orders with an execution venue other than a Regulated Market, MTF or OTF. However, for a Financial Instrument that is admitted to trading on a Regulated Market, MTF or OTF, we are required to obtain our clients’ prior express consent before we execute an order in such a Financial Instrument outside a Regulated Market, MTF or OTF and our clients will have provided their consent when they signed the application form to become a client or via one of the KYC updates, failing which we cannot provide our investment service to them.

14. Consenting to the Policy

We are required by the FCA Rules to obtain prior consent from our clients to be bound by to this Policy. Once a client signs the application form to become our client, we ask him/her to confirm (in the Declarations and Signatures section) that he/she accepts this Policy.

15. Contact Details

How do you contact us in connection with this Policy?

If you have queries about this Policy, please contact our Compliance Officer at the address below or send an enquiry via email to _ComplianceTeam@credogroup.com.

Compliance Officer
Credo Capital Limited
8-12 York Gate 100 Marylebone Road
London NW1 5DX
Tel: +44 (0)20 7968 8300

ANNEX A: LIST OF EXECUTION VENUES

Detailed below is a list of the execution venues and third party brokers, on which we currently place significant reliance in meeting our best execution obligation. The list is not exhaustive and we may execute on alternative venues or with other third party brokers so long as such venues are appropriate and consistent with this Policy.

Credo benefits from reduced foreign exchange rates from custodians or other foreign exchange providers as a result of the volume of foreign exchange transactions generated by Credo.

The foreign exchange rate provided to our clients is dependent upon the size, volume, currency and market conditions relating to a transaction and that rate includes a charge due to Credo as set out in the table below:

Credo may amend these charges at any time without reference to its clients and the revised charges will be published here.

Credo may also charge a commission on certain foreign exchange transactions. Any such commission is disclosed in a client’s Fees and Charges schedule.

We believe in being an active member of both global and local communities. In particular, we believe that to give our stakeholders – employees, clients, shareholders, investors, suppliers, business partners, the communities in which we operate and the environment - the best returns, we need to set high standards of responsibility and integrity.

Our Commitments:

Leadership, Values & Ethics:
We say what we do and do what we say. We embrace our core values of honesty, integrity, trust, confidentiality, fairness and equality. Credo maintains a strong code of ethics which underpins all of our business practices.

Our People:
Employees and the Workplace. We are committed to being a responsible employer which people choose to work for. We strive to ensure that both the physical working environment and our business practices are safe and allow our people to develop and deliver their best. As a people-oriented business our focus is on the professional development and wellbeing of all our employees. We have a culture where we respect and make best use of the diversity of our people as individuals.

Clients:
Collaborating with our clients, we engage to understand their real business needs and deliver long-lasting value with tangible results. We take customer dialogue and feedback very seriously. We also look to embed corporate social responsibility and sustainability considerations into our advice and technology offers.

Communities:
Ensuring a positive impact on the communities in which we live and operate. As an employer in various jurisdictions the Credo Group works on both national and international levels to assist and promote various charitable endeavours to support community projects. We encourage the involvement of our employees in community development.

Suppliers & Business Partners:
Working with our suppliers and business partners and committing to sound and sustainable procurement procedures, to ensure that our suppliers and business partners adhere to the same principles as we do.

The Environment:
Recognizing our impact on the environment we strive to reduce any negative environmental impact in the areas most relevant to our business, in particular energy use, travel and waste management. Long term sustainability is the key and we strive to increase employee awareness, reduce our impact and increase our positive contribution.

Our Aim and Policy Statement

Our Equality and Diversity strategy is designed to bring about cultural and organisational change both in the make-up of our workforce and the way in which we do business. We strive to provide a first-class service to all our customers, are working hard to have an enviable and highly motivated workforce and aim to seek out new business by offering innovative products and solutions that meet people's needs. Achieving this means we must demonstrate fairness and respect in all our dealings with our people, customers, shareholders, investors, suppliers and the communities in which we operate.

At Credo we believe that managing diversity is about valuing people as individuals. The scope of 'diversity' includes age, colour, disability, ethnicity, economic status, family or marital status, nationality, religious belief, sexual orientation, spent convictions, part time working, political opinion/affiliation and gender reassignment.

It also embraces the range of individual skills, educational qualifications, work experience and background, languages and other relevant attributes and experiences that differentiate us; all differences that can result in varying experiences, values, and ways of thinking, behaving, communicating and working.

At Credo we're committed to treating all our stakeholders fairly and with respect regardless of their sex, marital or family status, ethnic or national origin, nationality, colour, race, religious belief, political opinion, spent convictions, disability, gender reassignment, sexual orientation, age, or economic status. We use this ethos to shape and implement all our policies, practices and procedures, so that they comply with standards of fairness and so no one is disadvantaged by any unjustifiable conditions or requirements.

Every manager, employee and worker has a personal responsibility for complying with our policy and doing their bit to make it work. We apply the spirit of our policy to include any contact with third parties, as we do not tolerate discrimination against our customers or clients.

The Scope of this Policy

Our Equality and Diversity policy applies to all areas of our work. From our employees, job applicants, contractors, people employed through agencies to our distributors and supplier chains as well as our customers and clients.

Our commitment:

Credo is committed to providing a website that is accessible to the widest possible audience, regardless of technology or ability. We are actively working to increase the accessibility and usability of our website and in doing so adhere to many of the available standards and guidelines.

Guidelines and standards:

This website makes every effort to conform to level A of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines which is currently the widely accepted standard for website accessibility. The W3C guidelines explain how to make web content more accessible for people with disabilities. Conformance with these guidelines will help make the web more user friendly for all people.

Exceptions:

Whilst Credo strives to adhere to the accepted guidelines and standards for accessibility and usability, it is not always possible to do so in all areas of the website.

Accessibility features:

We respect the following standards to ensure the best use of our website by all of our users.

1. Text Resizing

We understand that not everyone has '20:20' vision and that to some of you the font on our site may be too small. We have tried to ensure that all text throughout the site can be scaled up and down as you require it. In most of the modern browsers, the 'text size' option can be found in the 'view' menu in the top left of the browser window.

If you have a general problem with the size of text on websites (ours and others) there are two simple ways of increasing the size:

a) Change Operating System Preferences
You can change settings within Windows or Mac operating systems to increase the size of text used - this makes all text on your computer larger (not just websites).

b) Change Browser Preferences
You can change settings within your browser to increase the default size of "normal" text - this has the effect of enlarging the text on all the websites that you visit (provided those websites have been built in an accessible way).

• Microsoft Edge
  From the Tools button on the top right of the Internet Explorer screen, select zoom and set the desired percentage.
• Google Chrome, Safari, Mozilla Firefox and most other browsers
  Increase Text Size: Hold down the CTRL key and press +
  Decrease text size: Hold down the CTRL key and press –

2. Images

All images used in this website include descriptive alt tag attributes. Where an image has no use other than being decorative the alt tag is set to null to allow easy reading of the site by all users.

3. Colours

We have taken care to ensure that the website's font and background colour combinations contrast significantly and are effective in ensuring information is still clear when viewed in different colour combinations.

If you wish to override the site's colours, you can do this by changing your browser settings to your own preference.

4. Browser Compatibility

We have tried to ensure that all of the pages on this site are readable in most browsers, including mobile devices. In particular we have checked compatibility with the latest versions of the most used browsers such as:

• Microsoft Edge
• Chrome
• FireFox
• Opera
• Safari

Contact us

If you are still having problems navigating or accessing content on this site, then please contact us.

If you receive an email from the Credo Capital Limited and its group-affiliated companies (Credo Group), please be aware that the email is confidential and may be privileged. Please notify us immediately if you received it in error. Do not copy it for any purpose, nor disclose its contents to any other person. No confidentiality or privilege is waived or lost by any error in transmission. The Credo Group and, where relevant, its licensors retain all intellectual property rights in all emails sent by the Credo Group.

The Credo Group does not accept responsibility for the contents of the email message as it has been transmitted over a public network. Please call us if you suspect the message may have been intercepted or amended.

Opinions, conclusions and other information in email messages that do not relate to the official business of the Credo Group shall be understood as neither given nor endorsed by it.

The Credo Group may amend this disclaimer (or any other) at any time without notice. You should check this webpage from time to time to review the current disclaimers because they are binding on you.

Credo Group makes no warranty as to the accuracy or completeness of the content, data or information contained in any email and hereby excludes liability of any kind. Any opinions expressed in an e-mail are those of the author and do not necessarily reflect the opinions of the Credo Group.

Please send any comments you may have regarding our service to feedback@credogroup.com.

Credo Capital Limited (company no. 3681529) is incorporated under the laws of England and Wales with its registered addresses at 8-12 York Gate, 100 Marylebone Road, London NW1 5DX. Credo Capital Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom (reference no. 192204) and as a financial services provider by the Financial Sector Conduct Authority in South Africa (reg. no. FSP 9757).

Anti-Corruption and Bribery Policy
Version 4.2, as at July 2023

1. Policy Statement

1.1 It is the policy of Credo Capital Limited (Credo) to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery. The other persons referred to in 2 of this Policy are also subject to its requirements.

1.2 We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws of the UK, including the Bribery Act 2010 (Bribery Act), in respect of our conduct both at home and abroad.

Under the UK Bribery Act 2010, bribery is a criminal offence, whether committed in the UK or abroad, the main offences are:

• Bribing or attempting to bribe another person
• Accepting a bribe
• Bribing a foreign/domestic public official
• A corporate offence of failure to prevent bribery by the company or by a person performing services for or on behalf of the company (such as an Introducer, distributor, broker or other agent).

1.3 Under FCA rule SYSC 6.1.1 R Credo is required to establish, implement and maintain adequate policies and procedures sufficient to ensure compliance by Credo including its managers, employees and appointed representatives (ARs) (or where applicable, tied agents) with its obligations under the regulatory system and for countering the risk that Credo might be used to further financial crime. Financial crime risk includes the risk of corruption as well as bribery, and so is wider than the scope of the Bribery Act. The FCA may take action against a firm with deficient anti-bribery and corruption systems and controls regardless of whether or not bribery or corruption has taken place. FCA Principle 1 also requires authorised firms to conduct their business with integrity.

1.4 The purpose of this Policy is to:

1.4.1. set out our responsibilities and the responsibilities of those working for us and/or providing services to us, in observing and upholding our position on bribery and corruption; and

1.4.2. provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.

1.5 Bribery and corruption are punishable for individuals by up to ten years' imprisonment and if we are found to have taken part in corruption, we could face an unlimited fine, be excluded from tendering for public contracts (not that we do so in the course of our business, but presumably would be excluded from tendering for a mandate from a public body) and face damage to our reputation. We therefore take our legal responsibilities very seriously.

1.6 In this Policy, third party means any individual or organisation staff come into contact with during the course of their work for us and includes actual and potential clients (in the circumstances specifically referred to in this Policy), customers, suppliers, distributors, business contacts, introducers, agents, advisers, and government and public bodies (including Credo’s Regulators in the UK and South Africa), including their advisors, representatives and officials, politicians and political parties.

2. Who is covered by the Policy?

This Policy applies to all individuals working, at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with Credo , or any of its subsidiaries or ARs their employees, wherever located (collectively referred to as staff in this Policy). It would also apply to any employees of Credo Group (South Africa) (Proprietary) Limited who provide services to Credo (Credo, its holding company and its subsidiaries are hereafter referred to as the Credo Group).

3. What is Bribery and Corruption?

3.1 The FCA defines corruption in its Financial Crime Guide as “the abuse of entrusted power of public or private office to obtain an undue advantage” . Corruption includes not only bribery, but also other forms of misconduct or improper behaviour. This behaviour may or may not be induced by the prospect of obtaining an undue advantage from another person.

3.2 Bribery, whether committed in the UK or abroad, is a criminal offence under the Bribery Act. Bribery is a form of corruption and is commonly described as involving the offer, promise, giving, request, receipt, acceptance, or transfer of anything of value, either directly or indirectly, to or by an individual, to induce, influence, or reward the performance of a function or an activity with improper intent, in a commercial or public office setting.

3.3 The offence of being bribed, is defined as requesting, accepting or agreeing to accept such an advantage, in exchange for improperly performing a function or activity.

3.4 Bribery does not have to involve cash or an actual payment exchanging hands and can take many forms such as a gift, lavish treatment during a business trip or tickets to an event.

3.5 The types of bribery that take place are numerous and include bribery in order to secure or keep a contract, bribery to secure an order, or bribery of a local, national or foreign official to secure a contract.

3.6 The relevant function or activity is any function of a public nature; any activity connected with a business, trade or profession; any activity performed in the course of a person's employment; or any activity performed by or on behalf of a body of persons whether corporate or unincorporated. This applies to both private and public industry, and encompasses activities performed outside the UK, even where the activities have no link to the UK.

3.7 The conditions are that the person performing the function should be expected to be performing it in good faith or with impartiality, or that an element of trust attaches to that person's role. The activity will be considered to be improperly performed when the expectation of good faith or impartiality has been breached, or when the function has been performed in a way not expected of a person in a position of trust.

3.8 The standard in deciding what would be expected is what a reasonable person in the UK might expect of a person in such a position. Where the breach has occurred in a jurisdiction outside the UK, local practises or customs should be disregarded when deciding this, unless they form part of the law of the jurisdiction. The law, of a jurisdiction means any constitution, statute or judicial opinion set down in writing.

4. Risk Framework

4.1 We have carried out a generic risk assessment to assess our exposure to potential bribery both internally and externally. Internal risks could include our staff’s potential dishonesty, lack of knowledge, lack of financial constraints within the Credo Group which enable facilitation payments, charitable contributions, corporate sponsorships or gifts and hospitality and a bonus culture that rewards staff primarily by level of business generated. External risks can include third parties acting on behalf of Credo, exposure to high-risk industries, such as defence, together with high-risk countries and dealing with public officials..

4.2 We have also carried out a risk assessment specific to Credo’s business and the main findings are summarised below:

4.3 Credo’s exposure to internal risks of bribery and corruption is low since we have robust recruitment controls including criminal checks and references and all staff receive training concerning our Bribery Policy, we have many financial controls and we do not have a bonus culture of rewarding risk taking although our bonus policy does seek to reward staff who generate income although non-financial factors must also be taken into account in determining their bonus.. Although we do host certain hospitality events and encourage staff to attend events hosted by clients, suppliers or other third parties with whom we do business, we believe that such hospitality, given and received, is genuine and is not intended to be used to improperly influence and give a business advantage. The giving or receiving of hospitality to and from clients is governed by our Gifts and Hospitality Policy (the G&H Policy). Our Research and Inducements policy also places restrictions on other non-monetary benefits.

4.4 Credo’s exposure to external risks of bribery and corruption is also low as we have no direct exposure to high-risk industries (such as construction, mining, defence and military industries, natural resources and energy, medical and pharmaceutical, telecommunications, transportation sectors, infrastructure projects and property development activities) and we have limited dealings with public officials save with Credo’s Regulators. Although the possibility exists that introducers in the UK or abroad, may use facilitation payments and the like to persuade clients to enter into arrangements with Credo (so that the introducer can earn an introducer fee from Credo), we believe this risk is minimal and the measures set out below in 4.5.1 – 4.5.10 to help to mitigate any existing risk.

4.5 Although we have assessed the internal and external risks of bribery and corruption as LOW, to address those risks we:

4.5.1. have published this Policy;

4.5.2. give firm guidance to the relevant parts of the business about what bribery and corruption are and how they won’t be tolerated;

4.5.3. wrote to the Introducers (within and outside the UK) with whom we had relationships prior to 1 July 2011 (the date upon which the Bribery Act came into force) notifying them of our adherence to the principles contained in the Bribery Act, the Introducer agreements contain a statement that Credo has a zero tolerance approach to bribery, corruption and facilitation of tax evasion and contains representations form the Introducer that they won’t offer, promise or accept any payment or gift to or from any person (directly or indirectly) for the purpose of influencing a prospective clients’ decision to engage Credo’s services or to purchase any products marketed by Credo. Where the Introducer is an entity, it agrees that it will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with applicable laws and regulations relating to anti-bribery, anti-corruption and the prevention of the facilitation of tax evasion. The Introducer further undertakes to provide Credo with a certificate, upon request by Credo at its sole discretion, evidencing full compliance with any relevant law or regulation and to a level satisfactory to Credo. These certificates are collected annually and if an Introducer fails to provide the certificate, payments to that Introducer are frozen;

4.5.4. collect and retain, evidence of the identity of the Introducers referred to in 4.5.3. above;

4.5.5 continue to ensure that due diligence is conducted before engaging independent investment partners (continue to ensure that due diligence is conducted before engaging independent investment partners (IIPs), ARs, new employees or commencing business with new Introducers (e.g., internet searches, reference checks (as well as external civil and criminal checks for IIPs and new employees) and obtaining standard identification verification documentation);), ARs, new employees or commencing business with new Introducers (e.g., internet searches, reference checks (as well as external civil and criminal checks for IIPs and new employees) and obtaining standard identification verification documentation);

4.5.6. include provisions in our Agreements including those with clients, IIPs and other business contracts that set our expectations and reflect our commitment to “zero tolerance” of bribery and corruption;

4.5.7. have included a provision in the agreement with our only AR (Kifo Limited) obliging the AR to adhere to our policies and to comply with applicable laws and regulations, they provide confirmation during each quarterly oversight meeting that they have complied with the G&H Policy and we place an obligation on the AR to provide us with an annual certificate of compliance with the Bribery Act;

4.5.8. maintain a risk register which includes bribery and corruption as a risk and records the controls that we have in place to mitigate that risk; and

4.5.9. record, review and update the G&H Policy (from time to time) and require all staff to make an annual declaration in that regard; and

4.5.10 provide additional training to the business where required.

5. Gifts and hospitality

5.1 This Policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties, save that:

5.1.1. the giving or receipt of gifts to and from Clients (including potential clients, as defined in the G&H Policy) (a Client), is dealt with in the G&H Policy; provided that this Policy may apply to Clients in circumstances where the behaviour of the Client or the member of staff is unusual, and/or a red flag is raised – see the Schedule for examples of red flags; and

5.1.2. the giving or receipt of gifts to and from third parties (excluding Clients), is dealt with in Credo’s Research and Inducement Policy.

5.2 We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality would be considered as reasonable and justifiable within the UK. The intention behind the gift should always be considered and should comply with the G&H Policy.

6. What is not acceptable

It is not acceptable for you (or someone on your behalf) to:

6.1 give, promise to give, offer, or receive a payment, gift, inducement or hospitality, from, or to, a third party who is not a Client, with the expectation or hope that a business advantage will be received, or to reward a business advantage already given to someone other than a Client;

6.2 give, promise to give, offer, or receive a payment, gift, inducement or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure;

6.3 accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;

6.4 accept a gift, inducement or hospitality from a third party (excluding Clients) if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;

6.5 threaten or retaliate against another worker who has refused to commit a bribery or corruption offence or who has raised concerns under this Policy; or

6.6 engage in any activity that might lead to a breach of this Policy.

7. Facilitation payments and kickbacks

7.1 We do not make, and will not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK but are common in some other jurisdictions.

7.2 If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Compliance Officer.

7.3 Kickbacks are typically payments made in return for a business favour or advantage. All staff must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us. Commissions earned or payments to introducers in the ordinary course of business are not regarded as kickbacks.

8. Donations

As a matter of policy Credo does not provide political donations. Charitable donations may be made on behalf of Credo in accordance with the Charitable Donations Policy and these are recorded accordingly with the total amount donated to charities being monitored on an annual basis.

9. Your Responsibilities

9.1 You must ensure that you read, understand and comply with this Policy.

9.2 The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All staff are required to avoid any activity that might lead to, or suggest, a breach of this Policy.

9.3 You must notify the Compliance Officer as soon as possible if you believe or suspect that a conflict with this Policy has occurred or may occur in the future. For example, if a third party (excluding a Client) offers you something to gain a business advantage with us or indicates to you that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out in the Schedule.

9.4 Any employee who breaches this Policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with other members of staff if they breach this Policy.

10. Record-Keeping

10.1 We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

10.2 You must declare to the Compliance Officer, hospitality or gifts accepted or offered in accordance with the terms of the G&H Policy, which will be subject to managerial review.

10.3 You must ensure all expenses claims relating to hospitality, gifts or expenses incurred in respect of third parties are submitted in accordance with our Expenses Policy and specifically record the reason for the expenditure.

10.4 You must complete the Minor Non-Monetary Benefits register and inform the Compliance Officer of all hospitality that has been accepted, offered or declined in accordance with the terms of the Research and Inducement Policy.

10.5 All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as Clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments.

11. How to Raise a Concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with the Compliance Officer. Concerns should be reported by following the procedure set out in our Whistleblowing Policy. A copy of our Whistleblowing Policy can be found at http://share-srv-01/sites/sharepoint/Policies%20and%20Handbooks%20and%20Forms/Whistle%20Blowing%20Policy%20-%20January%202023,%20V2.2.pdf

12. What to do if you are a victim of bribery or corruption

12.1 It is important that you tell the Compliance Officer as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

12.2 If the Compliance Officer has been advised by a member of staff that any corruption has taken place involving a member of staff or he suspects that is the case, he must immediately instigate a full investigation, which will be undertaken by him or another a member of the Legal and Compliance department who will prepare a written report about the matter. If the report determines that illegal activity has been undertaken, then the incident will be reported to the relevant authorities and disciplinary action will be taken against the offending member of staff.

13. Protection

13.1 Staff who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.

13.2 We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Compliance Officer immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which is currently set out in Schedule 17 to the Staff Manual.

14. Training and Communication

14.1 Training on this Policy forms part of the induction process for all new members of staff. All existing staff will receive regular, relevant training on how to implement and adhere to this Policy, where appropriate.

14.2 Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

15. Who is responsible for the policy?

15.1 The Exco has overall responsibility for ensuring this Policy complies with our legal and ethical obligations and that all those under our control comply with it. The Money Laundering Reporting Officer is a member of Exco and holds oversight responsibility over the wider financial crime controls.

15.2 The Compliance Officer has primary and day-to-day responsibility for implementing this Policy and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this Policy and are given adequate and regular training on it.

16. Monitoring and Review

16.1 The Compliance Officer will monitor the effectiveness and review the implementation of this Policy regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

16.2 All staff are responsible for the success of this Policy and should ensure they use it to disclose any suspected danger or wrongdoing.

16.3 Staff are invited to comment on this Policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Compliance Officer.

16.4 This Policy does not form part of any employee's contract of employment and it may be amended at any time.

Schedule

Potential risk scenarios: "red flags"

The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly to the Compliance Officer. For the purposes of these red flags “a third party” would include a Client, where appropriate:

1. you become aware that a third party engages in, or has been accused of engaging in, improper business practices;

1. you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials;

2. you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials;

3. a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;

4. a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;

5. a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business, save where the payment is to a Client and the payment is made in accordance with Credo’s Third-Party Transfer Rules;

6. a third party requests an unexpected additional fee or commission to "facilitate" a service;

7. a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;

8. a third party requests that a payment is made to "overlook" potential legal violations;

9. a third party requests that you provide employment or some other advantage to a friend or relative in exchange for providing the business with some advantage;

10. you receive an invoice from a third party that appears to be non-standard or customised;

11. a third party insists on the use of side letters or refuses to put terms agreed in writing;

12. you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;

13. a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or

14.you are offered an unusually generous gift or offered lavish hospitality by a third party.

Whistleblowing Policy
Version 2.2, as at January 2023

1. Introduction and Background

1.1 This policy details how Credo Capital Limited (the Company) all employees, workers, contractors, agency workers, consultants, interns and the like working at the Company and directors and members of the Company (the “Employees”) should disclose any concerns they may have about any aspects of the Company’s activities.

1.2 Whistleblowing is protected by law under the Public Interest Disclosure Act 1998 (the Act). The stated objective of the Act is ‘to protect individuals who make certain disclosures of information in the public interest; to allow such individuals to bring action in respect of victimisation; and for connected purposes.’ The Act applies to people at work raising genuine concerns about crimes, civil offences (including negligence, breach of contract, breach of administrative law), miscarriages of justice, dangers to health and safety or the environment and the cover up of any of these.

1.3 The Company is authorised by the Financial Conduct Authority (the FCA) and, as such, will act in accordance to the Whistleblowing rules as defined in the FCA Handbook, which will take precedence over the requirements of this policy.

2. Review of this Policy

This policy will be reviewed regularly, at least once a year, and amended as considered necessary by the Company’s Compliance Committee (ComplCo), in the event of changing circumstances or regulations.

3. Responsibilities

3.1 The Company has appointed its Legal and Compliance Director, currently Debra Chalmers, Senior Management Functions (SMF) 3, 16 and 17, as its whistleblowing champion. The Company will ensure that the whistleblowing champion has a sufficient level of authority and independence within the Company and access to the necessary resources and information to enable him/her to carry out his/her responsibilities.

3.2 Where there is a potential conflict with the whistleblowing champion and the department and/or function that is in question Gareth Crosland (SMF 3), shall act as the whistleblowing champion in respect of that issue until he is satisfied that the matter has been resolved.

3.3 The whistleblowing champion has the responsibility for ensuring and overseeing the integrity, independence and effectiveness of this policy and procedure.

3.4 Employees are encouraged to disclose any and all issues falling within the types of matters to be disclosed in Section 4 below.

4. Types of Issues that can be Raised

4.1 Under the Act, Employees can make protected disclosures. This means any disclosure of information which, in the reasonable belief of the Employee making the disclosure, tends to show one or more of the following:

• That a criminal offence has been committed, is being committed or is likely to be committed;
• That a person has failed, is failing or is likely to fail to comply with any legal obligation to which he/she is subject;
• That a miscarriage of justice has occurred, is occurring or is likely to occur;
• That the health or safety of any individual has been, is being or is likely to be endangered;
• That the environment has been, is being or is likely to be damaged;
• That information tending to show any matter falling within any one of the preceding paragraphs has been, is being or is likely to be deliberately concealed.

4.2 For the purposes of the above disclosures, it is immaterial whether or not the information is confidential and whether the malpractice is occurring in the UK or overseas.

5. Recipients of the Disclosure

5.1 The Act protects disclosures made to the following persons:

• The relevant employer;
• A legal adviser in the course of obtaining legal advice;
• A prescribed person such as the FCA.

5.2 To disclose issues to the wider public like the police or the media, the whistleblower will be protected to the extent that:

• The whistleblower reasonably believes he will be victimised if he raises the matter internally or with a prescribed regulator; or
• There is no prescribed regulator and he reasonably believes the evidence is likely to be concealed or destroyed; or
• The concern had already been raised with the employer or a prescribed regulator; or
• The concern is of an exceptionally serious nature.

6. Protections under the Act

6.1 Under the Act an Employee has the right not to be subjected to any detrimental effect by any act, or any deliberate failure to act, by the Company on the grounds that the Employee has made a protected disclosure. Where a whistleblower is victimised, or dismissed in breach of the Act, he/she can bring a claim to an employment tribunal for compensation.

6.2 As a responsible firm, the Company is committed to good practice and the highest standards of protection for the whistleblower. The Company will not tolerate any harassment or victimisation of a whistleblower (including informal pressure) and will take appropriate action to protect Employees when they raise a concern in good faith and will treat any harassment as a serious disciplinary offence which will be dealt with under the Company’s disciplinary rules and procedure.

7. Raising a Concern

7.1 Employees may report disclosable concerns to the Company, the FCA or both. It is not a requirement that reports are made to the Company before reporting to the FCA.

7.2 Concerns may be raised to the Company by telephone, in person or in writing.

• Telephone: Please call +44207 968 8300;
• In writing: Send an email to dchalmers@credogroup.com or by post to the Legal and Compliance Director, Credo Wealth, 8-12 York Gate, 100 Marylebone Road, London NW1 5DX;
• In person: Please raise it to your immediate line manager, or if deemed inappropriate, to the Company’s Legal and Compliance Director.

7.3 If you are uncomfortable with raising the issue internally at the Company, then you are able to seek advice from the independent charity, Protect (Whistleblowing Advice) Limited (PWAL) which provides free, legal and confidential advice. For Whistleblowing advice from PWAL, call 020 3117 2520.

7.4 Concerns may be raised with the FCA as follows:

• Call: +44 (0)20 7066 9200 during office hours or leave a message
• Email: whistle@fca.org.uk
• Post: Intelligence Department (Ref PIDA), Financial Conduct Authority, 12 Endeavour Square, London E20 1JN
• Online: FCA Incident Report: https://fca.clue-webforms.co.uk/webform/fca/en

7.5 As part of the disclosure, the following details should be included where possible:

• The names of any individuals involved in the misconduct;
• Any key dates;
• The ‘how’, ‘what’ and ‘where’ of any supporting documents or evidence;
• The type of wrongdoing and who else knows about it;
• It is not a requirement to be able to prove your suspicions beyond reasonable doubt.

8. Raising a Concern

8.1 The Company is committed to the highest levels of conduct with regards whistleblowing. All malpractice is taken seriously.

8.2 On receipt of a disclosure, the Company will investigate the matter fully and take any necessary action. The confidentiality of the Employee making the disclosure will be respected fully where so requested.

8.3 The Company also commits to ensuring that the Employee raising the concern is protected to the fullest extent possible from any harassment or other detriment as a result of making the disclosure. The Employee will be kept updated as to the progress of the investigation and the action taken to resolve the issue.

8.4 It is a disciplinary matter both to victimise a bona fide whistleblower and for someone to maliciously make a false allegation.

Further information

https://www.fca.org.uk/firms/whistleblowing

https://protect-advice.org.uk/a-guide-to-pida/