Conflict of Interest Policy

CMS Prime’s policies and procedures include identification, reporting and prevention or management. of potential conflicts of interest, including matters such as:

• Related party transactions.
• The misuse of assets
• The use of client related information for personal advantage.

Any transaction in which Board members or any member of management have potential conflicts of interest should either be proscribed or require formal documented approval by the Board, with measures taken to manage those conflicts.

To identify the types of conflict of interest that arise in providing services whose existence may damage the interests of a client:

1. The Company or relevant person is likely to make a financial gain, or avoid a financial loss, at the expense of the client.
2. The Company or relevant person 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.
3. The Company or relevant person has a financial or other incentive to favor the interest of another client or group of clients over the interests of the client.
4. The Company or relevant person 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.
5. Where a conflict arises and the Company is aware of it, it will disclose the conflict to the client prior to undertaking investment business for that client or, if it does not believe that disclosure is appropriate to manage the conflict, we may choose not to proceed with the transaction or matter giving rise to the conflict.

All clients shall be treated fairly. Any conflict of interest between the client and the firm, or between the client’s interest and the employees of the firm’s personal interest shall be avoided.

Clientinterestsareparamount.AllemployeesofourfirmincludingManagersshouldensurethatclientinterestssupersede employees’ interests in all aspects of client relationship, including (but not limited to)

recommendations, advice or change in prior recommendations and actions.

Where the conflict of interest is unavoidable such conflicts shall be managed in such a way that the client’s interest has priority and is protected.

The employees of the firm are prohibited from receiving, offering, giving, soliciting, or accepting any inducement which is likely to conflict with the duty that the firm owes to its clients.

To identify, prevent and manage the risk of conflicts of interest, CMS Prime has adopted procedures and controls including:

1. 1. Personal account dealing requirements for all employees, including directors, associates, consultants, and their immediate family in relation to their own investments.
   2. Restriction on the flow of information between the different business units of CMS Prime.
   3. Restrictions regarding accessing data.
   4. Restrictions in the dissemination of betting and trading information.
   5. Restrictions on accepting gifts and inducements and receipt of certain benefits applicable to all employees, including directors, associates, consultants, and their immediate family.
   6. Review by the board of potential conflicts of interest between external associates of CMS Prime.
   7. Encouragement of “whistleblowing” by the employees of CMS Prime.
   8. Introduction of “awareness campaigns” to alert the employees of CMS Prime of the risk of conflicts of interest.
   9. All clients should be immediately disclosed of any conflict of interest that has been identified and could not be prevented, detailing the nature or source of the conflict of interest, and the steps taken by CMS Prime to mitigate those risks.
      
      For any questions regarding Conflicts of Interest, please contact:

Chief Legal Officer
CMS Prime