C O N F L I C T S O F INTEREST POLICY INTRODUCTION Has any incentive to favour the on some stocks as part of the wider interest of one client over another; BNY Mellon group. Walter Scott & Partners Limited (Walter Carries on the same business as the Scott) was founded in 1983 to offer client; AFFILIATES global and international equity portfolio Will receive any inducement, such management services to institutional as monies, goods or services, as a Walter Scott is a research led investors and similar clients. result of providing a service, other organization. As a group company of than the standard commission and/ BNY Mellon the firm is affiliated to The FCA regulation, SYSC 10, requires or fees. certain entities, some of which are firms to have regard for actual utilized by the firm for activities such and potential conflicts of interest KEY CONFLICTS as fund administration, distribution, which may arise between the firm, FX trading and IT hosted systems. All its employees and its clients and to Walter Scott has identified the agreements have been established and have in place effective processes and following areas which may give rise will be maintained at arm’s length. procedures to identify and manage to a conflict of interest and has in Walter Scott acts as sub-advisor to a these. Conflicts of interest are place processes and procedures to number of mutual funds and pooled inherent throughout the investment adequately manage these: investment vehicles operated by its management business, therefore from affiliates both on a discretionary the outset the firm has organized its OWNERSHIP and non-discretionary basis. All activities to ensure the interests of its such investment advisory services clients are always placed first and to Walter Scott is a wholly owned are provided under formal written ensure any conflicts of interest do not subsidiary within the Bank of New agreements between both parties. cause harm to its clients. York Mellon Corporation group (BNY Mellon). Walter Scott operates PORTFOLIO IDENTIFYING autonomously from BNY Mellon in IMPLEMENTATION C O N F L I C T S O F terms of its investment research, INTEREST portfolio management, investment The firm’s Portfolio Implementation administration and other elements team is responsible for administering ‘Appropriate steps’ must be taken to that impinge directly upon the Walter Scott’s investment decisions identify conflicts of interest and in investment management services into the structure of portfolios in line doing so consideration should be given provided to clients. The investment with client mandate guidelines and as to whether the firm/employee: decisions reflected within Walter Scott restrictions. The firm’s Investment Is likely to make a financial gain, or client portfolios reflect its independent Management Committee (IMC), which avoid a loss at the expense of a client; investment research. comprises senior management of the Has an interest in the outcome of a firm and the most senior members of service or transaction conducted on Owing to legal/stock exchange the investment team, reviews portfolio behalf of a client which is distinct restrictions Walter Scott may be performance and the dispersion of from that client’s interests; subject to aggregate ownership limits similarly mandated portfolios. 01 CONFLICTS OF INTEREST For the avoidance of doubt portfolios or disadvantageous to any particular stock. Both have a deferral period can and do differ between clients, client or group of clients. Walter Scott which vests on a pro-rata basis over notwithstanding similar strategies. has policies and procedures for best four years. Reasons for such differences include, execution and fair allocation. Walter but are not limited to, the starting Scott does not cross stock between Employee Equity Transactions date of the mandate and existing client accounts. The firm operates strict personal trading portfolio composition, differences rules restricting members of staff from between client guidelines and Trade Rotation purchasing shares in any US mutual restrictions, client structure, portfolio Following the receipt of any fund where Walter Scott is the sub- liquidity, frequency of cash flows, subsequent orders in the same stock advisor and staff may not use discretion the size of the mandate in question to an outstanding aggregated order to purchase individual securities. and appropriateness for a particular (due to other trades having to settle portfolio, taking into account prior to that order being placed or Employees are required to pre-clear appropriate portfolio diversification. other reasons) the original aggregated dealing transactions through the order will be stopped and a new one R&C team and submit quarterly BROKERS started with the relevant changes. In declarations of their holdings at the the event that the aggregated order is end of each quarter. All new brokers are approved by the actively working in the market when Any inherent conflicts resulting from Trading Oversight Group (TOG) and the new order/s are received the new employees or Walter Scott investing Investment Operations maintains order/s will not participate in that days in the same products as clients are a complete list of active approved allocation and will be merged into the therefore managed effectively. brokers for equity trading. No equity block after that day’s trade execution trading is conducted with any has been reported and fairly allocated Outside Interests/Directorships executing brokers affiliated with BNY amongst the original participants. The firm adheres to the requirements Mellon. Walter Scott selects brokers set out by BNY Mellon in relation regardless of whether that broker’s ERROR CORRECTION to outside activities, affiliations, or clearing agent is an affiliate of BNY employment which may give the Mellon. In general, all securities In the event that there is a trade error appearance of a conflict of interest or trading is carried out on an agency resulting from an error by Walter could create a direct conflict between basis. Walter Scott does not use Scott, the firm would advise the client an employee’s interests and those of trading commissions to pay brokers and, where necessary and subject the firm or its parent BNY Mellon. for any services other than trade to the details of the specific breach, Employees must obtain approval from execution. No commission sharing recompense the client’s portfolio with BNY Mellon Ethics Office for certain arrangements are in place. appropriate compensation. outside activities prior to proceeding or accepting the position and annual A small number of entities with which EMPLOYEE re-approval. Walter Scott has a client relationship COMPENSATION / are affiliated to entities included on PERSONAL TRADING Insider Trading / Market Abuse Walter Scott’s authorised broker list. Policies and procedures exist to The TOG monitors broker usage and Compensation prevent employees from insider commission rates paid on a quarterly In addition to base salaries, employees trading, trading upon material non- basis with the Risk & Compliance of Walter Scott are eligible to public information (MNPI). Those (R&C) team reviewing this annually. participate in the firm’s annual profit employees who possess inside or share which is a fixed percentage of the proprietary information must preserve TRADING firm’s pre-incentive operating profits. its confidentiality and disclose it only For directors and some senior staff, the to other employees who have a valid Aggregation / Execution / majority of annual compensation is business reason for receiving it. Allocation Of Orders the profit share. An element of this is It is the general policy of the firm to deferred via a long-term incentive plan, INDUCEMENTS aggregate purchase or sale orders of largely invested in a UK domiciled long the same equity when trading for more term global equity fund sponsored by Gifts And Entertainment than one client. Aggregating orders BNY Mellon with Walter Scott acting Employees may neither give nor accept may transpire to be advantageous as investment advisor and BNY Mellon anything of value where doing so could 02 CONFLICTS OF INTEREST create the appearance of a potential relative nor can they be in a position to payment of these fees which come out conflict of interest. All hospitality or jointly control or influence transactions. of its own profits. These payments do gifts given or received (apart from not increase the fees paid by investors. those of de minimus value) must be PROXY VOTING declared with pre-approval required for Walter Scott does not charge or receive government entities in most instances Unless instructed to the contrary compensation in respect of the sale of and where values may exceed the by a client, Walter Scott performs securities, private funds, mutual funds pre-determined threshold amounts. proxy voting on behalf of its clients. or other investment products. However, The receiving and giving of gifts and Votes are cast in line with client certain employees of the firm’s affiliates entertainment is monitored by the R&C specific proxy voting guidelines or in receive such compensation. team to ensure these do not influence a manner consistent with the clients’ staff behaviour in a way that conflicts best interests without regard for REPORTING with the interests’ of clients. any interest Walter Scott may have P O T E N T I A L in the matter. Walter Scott receives CONFLICTS Sponsorship & Charitable Donations documentation on forthcoming Within the firm’s governance structure, votes from custodians and ISS, All employees are required to report the Walter Scott Giving Group is however, the firm votes independently actual or potential conflicts of interest responsible for reviewing/approving all of recommendations from any to the R&C team as soon as they are charitable donations and sponsorships. intermediary. identified. Sufficient detail must be The Giving Group operates under a provided in order to properly assess the Terms of Reference which specifically F E E S A N D conflict and determine what action, if states no sponsorship or donation for COMMISSIONS any, should be taken.