I. General Disclaimer

PLEASE READ THIS IMPORTANT INFORMATION BEFORE PROCEEDING FURTHER.

This page contains legal and regulatory notices relevant to the information contained on this website. By accessing the site you agree to be bound by the following terms and conditions.

The information on this site ("Information") is provided for general information and is not an offer to sell, or a solicitation of any offer to buy, any interest in the investment funds managed by Chikara Investments LLP (the "Chikara Funds"). In particular, this website is not intended as marketing of any Chikara Fund in any member state of the European Economic Area for the purposes of the EU Directive 2011/61/EU on Alternative Investment Fund Managers.

II. Information on this Site

The Information is issued by Chikara Investments LLP, a limited liability partnership incorporated in England and Wales under number OC310342 ("Chikara"), authorised and regulated by the Financial Conduct Authority ("FCA").

The Information is not directed at any person in any jurisdiction where it is illegal or unlawful to access and use such information. Chikara disclaims all responsibility if you access or download any Information in breach of any law or regulation of the country in which you reside.

The Information is not directed at any person in the United States and this site is not intended to be used by any person in the United States other than persons who are "qualified purchasers" (as defined in the United States Investment Company Act of 1940, as amended) and/or "accredited investors" (as defined in Rule 501(a) under the United States Securities Act of 1933).

Accordingly, all persons who access this site are required to inform themselves of and to comply with all applicable sales restrictions in their home country.

Compliance with Certain Restrictions Relating to the Chikara Funds

SWITZERLAND

Apart from as noted below, the Chikara Funds have not been and cannot be registered with the Swiss Financial Market Supervisory Authority (FINMA) and cannot be distributed in Switzerland.

Chikara Funds plc, one of the Chikara Funds, may be distributed in Switzerland to both non-qualified investors and qualified investors.

The representative in Switzerland is 1741 Fund Solutions Ltd, Burggraben 16, CH-9000 St. Gallen. The Swiss Paying Agent in Switzerland is Tellco Ltd, Bahnhofstrasse 4, CH-6430 Schwyz. The prospectus, the articles of association, the Key Investor Information Documents, as well as the annual and semi-annual reports in relation to Chikara Funds plc, may be obtained free of charge from the representative. In respect of the units distributed in and from Switzerland, the place of performance and jurisdiction is the registered office of the representative.

III. No Advice

The Information is provided for informational purposes only and on the basis that you make your own investment decisions and do not rely upon it. Chikara is not soliciting any action based on it and it does not constitute a personal recommendation or investment advice. Users of this website should be aware that Chikara is not acting for, or advising them, and is not responsible for providing them with the protections available under the UK regulatory system to those who are clients of Chikara. Compensation will not be available from the UK’s Financial Services Compensation Scheme. Should you have any queries about Chikara Funds, you should contact your financial adviser.

IV. Accuracy of Information

The Information (including any expression of opinion or forecast) has been obtained from, or is based on, sources believed by Chikara to be reliable, but is not guaranteed as to its accuracy or completeness and should not be relied upon. The Information is provided without obligation on the part of Chikara and on the understanding that any person who acts upon it or changes his investment position in reliance on it does so entirely at his own risk. The Information does not constitute an offer to buy or sell or an invitation to make an offer to buy or sell shares in any Chikara Fund.

Information is current only as at the date it is first posted and may no longer be true or complete when viewed by you. All Information may be changed or amended without prior notice. Chikara does not undertake to update this site regularly.

V. No Liability

No representation, warranty or undertaking is given as to the accuracy or completeness of the Information by Chikara or any of its associated companies and no liability is accepted by such persons for the accuracy or completeness of such Information. In no event will Chikara or any of its associated companies be liable to any person for any direct, indirect, special or consequential damages arising out of any use of the Information, or on any other hyper-linked site, including, without limitation, any lost profits, business interruption, loss of programs or data on your equipment, or otherwise, even if Chikara is expressly advised of the possibility or likelihood of such damages.

You should be aware that the Internet is not a completely reliable transmission medium. Chikara does not accept any liability for any data transmission errors such as data loss or damage or alteration of any kind, including, but not limited to any direct, indirect or consequential damage, arising out of the use of the products or services referred to herein.

The above provisions are not intended to exclude or restrict any duty or liability that Chikara has to its customers under the regulatory system in the United Kingdom.

VI. Indemnity

You agree to indemnify, defend, and hold harmless Chikara, its affiliates and licensors, and the officers, partners, employees, and agents of Chikara and its affiliates and licensors, from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with your access to or use of this website and the Information.

VII. Material Interests

Chikara and its partners, officers and/or employees may have holdings in the Chikara Funds and may otherwise be interested in transactions that you effect in those funds.

VIII. Linked Websites

This site may be linked to third party websites or contain information provided by third parties. Chikara does not make any representation as to the accuracy or completeness of such websites or information, has not and will not review or update such websites or information, and cautions browsers that any use made of such websites or information is at their own risk. Chikara does not accept any liability arising out of the information contained on any linked website or Information provided by a third party and the use of such sites and information is at your own risk.

IX. Copyright, Trademarks and Other Rights

Copyright, trademarks, database rights, patents and all similar rights in this site and the information contained in it are owned by Chikara, its licensors or relevant third party providers. You may use the Information and reproduce it in hard copy for your personal reference only. The Information may not otherwise be reproduced, distributed, stored or transmitted without Chikara’s written consent. Nothing on this site should be considered as granting any licence or right under any trademark of Chikara or any third party.

X. Governing Law

You agree that your use of this site and any dispute arising from the use of this site is subject to English law and you submit to the jurisdiction of the English courts.

XI. Privacy, Data Protection

Chikara is committed to safeguarding the personal information which you may provide to Chikara through this site and to the extent that Chikara collects any personal information, Chikara will hold it in confidence in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679).

For further information on how we safeguard the personal information which you may provide to Chikara please see our Privacy Notice.

XII. Use of Cookies

Chikara uses cookies on this site. By using this site, you agree to the placement of certain cookies on your computer. Please see our cookie policy for more information. If you do not wish to accept cookies from this site, please either disable cookies or refrain from using this site.

A "cookie" is a piece of information that is saved to your computer's hard disk by the web server. Confirmation of reading and accepting these terms and conditions will place a cookie on your computer's hard disk. This will ease your navigation around this website by not popping up these terms and conditions again during this browser session. This cookie is temporary and will be removed when you close your browser. The cookie is not used for any other reason. You may set your browser to notify you when you receive a cookie. Many web browsers allow you to block cookies. If you do block cookies you may not be able to access certain parts of this website. You can disable cookies from your computer system by following the instructions on your browser or at www.allaboutcookies.org.

Chikara Investments LLP

Conflicts of Interest Policy July 2023

 

1. Objectives

The objective of this policy is to ensure that Chikara Investments LLP (“Chikara” or, where appropriate, the “Partnership”) appropriately manages any conflicts of interest that may arise in connection with its business.

This policy sets out of the steps which Chikara must take to ensure that any conflicts of interest are identified, recorded and managed properly and in accordance with the firm’s obligations under SYSC 10.1 of the Financial Conduct Authority (“FCA”) Handbook, FCA Principle 8, Article 14 of the Alternative Investment Fund Managers Directive (“AIFMD”) and Articles 30-37 of AIFMD Level 2 regulation.

Treating Customers Fairly is central to the core values of Chik. There is an embedded culture that understands what constitutes acceptable and unacceptable behaviour. As such, conflicts of interest and the identification / management / mitigation thereof are central to this philosophy and culture.

2. Background

Chikara is a limited liability partnership which is authorised and regulated by the FCA as a UK Full Scope Alternative Investment Fund Manager (“AIFM”) to conduct the regulated activity of Managing an Alternative Investment Fund (“AIF”). Chikara acts as the AIFM to an AIF as well as managing an UCITS and other segregated accounts.

As AIFM the firm provides all or some of the following services to its clients:

Investment Management Functions

  • risk management; and
  • portfolio managem

Other Functions

  • legal and fund management services;
  • customer inquiries;
  • regulatory compliance monitoring;
  • record keeping;
  • marketing; and
  • activities related to the management of the assets of its client

Other Functions for which independent service providers have been appointed (Administrator, Prime Broker)

  • valuation and pricing (including tax returns);
  • maintenance of unit / share holder register;
  • distribution of income;
  • unit issues and redemptions and issuance of corresponding contract notes;
  • settlement of trades; and
  • custody of assets.

Services which are entirely the responsibility of the AIFM could potentially give rise to conflicts of interest entailing a material risk of damage to the interests of its clients or their underlying investors. This document aims to set out these potential conflicts and the procedures that are in place to be followed and measures to be adopted in order to manage such conflicts.

3. FCA Rules

The FCA sets out obligations in SYSC 10 (Conflicts of Interest), COBS 11 (Personal Account Dealing), COBS 12 and Principle 8 to which this document is prepared.

Whilst the FCA rules are important to be adhered to by all of Chikara’s staff, they are non- exhaustive, and certain other additional rules may apply to readers who are members of professional associations, or by virtue of their job role. Failure to follow any of the rules whether by express breach, or failure to follow any of the spirit of identifying, mitigating and managing conflicts of interest may also be a breach of an employment contract. Disciplinary action may be taken by Chikara, or in serious cases by the FCA, or the Department for Business, Energy and Industrial Strategy.

4. Managing Conflicts of interest where the Firm acts as an AIFM

Where the Firm acts as the AIFM to an AIF, this obligation is extended to managing conflicts in such a manner to prevent them from adversely affecting the interests of the AIF or its investors and to ensure that the AIFs managed by the Firm are fairly treated.

For AIFs in respect of which the Firm acts as AIFM, the Firm is required to identify conflicts of interest between:

  • the Firm, including its Staff, and the AIF or its investors;
  • the AIF or its investors and another AIF or its investors;
  • the AIF or its investors and another client of the Firm; and
  • The AIF or its investors and a UCITS managed by the Firm or its investors.

5. Applicable Companies

This policy is applicable to all staff at Chikara. It will also take into account any circumstances of which Chikara is or should be aware which may give rise to a conflict of interest resulting from the structure and business activities of other members of the group. To that end this policy will be applicable to Chikara and its parent/associate/group companies. The policy will be appropriate to the size, nature and complexity of the organisation and its business.

6. Ownership and Monitoring

The Compliance Officer is the owner of this document and is responsible for its content and its implementation.

All employees are required to report any actual or potential conflict of interest to the Compliance Officer. This can be done directly or via completion of an entry in the Conflicts of Interest register on ComplyPortal. Tanya Farrell in her position as Compliance Officer will keep and regularly update a record of the types of activities undertaken by or on behalf of the AIFM in which a conflict of interest entailing a material risk of damage to the interests of one or more clients or its investors has arisen or, in the case of an ongoing activity, may arise. The procedures established are designed to ensure the relevant persons engaged in potential risk of conflict carry out the activities having a degree of independence appropriate to the AIFM.

The Compliance Officer shall carry out a check of any conflicts annually and shall update the Conflicts of Interest Register accordingly.

The Partnership will receive on a frequent basis, and at least annually, written reports on activities referred to above.

The Conflicts of Interest Map and this Conflicts of Interest Policy shall be reviewed annually by the Partnership.

7. Identifying Conflicts of Interest

Chikara must take all reasonable steps to identify conflicts of interest that arise in the course of Managing an AIF between:

  • Chikara, including its managers, employees or any person directly or indirectly linked to it by control, and the clients managed by Chikara or the investors in those clients;
  • the clients managed by Chikara or the investors in those clients, and another client or the investors in that client;

Chikara must take all reasonable steps to identify conflicts of interest that arise, in the course of Managing an AIF. For the purpose of identifying the types of conflicts of interest that arise in the course of managing an AIF, Chikara shall take into account in particular whether it, its managers, employees, other relevant person or a person directly or indirectly linked by way of control:

  • is likely to make a financial gain, or avoid a financial loss, at the expense of the client or its investors;
  • has an interest in the outcome of a service or an activity provided to a client or its investors or to a client or of a transaction carried out on behalf of a client, which is distinct from the client’s interest in that outcome;
  • has a financial or other incentive to favour:
    • the interest of a UCITS, a client or group of clients or another AIF over the interest of the AIF;
    • the interest of one investor over the interest of another investor or group of investors in the same AIF;
  • carries out the same activities for the client and for another AIF, a UCITS or client; or
  • receives or will receive from a person other than the client or its investors an inducement in relation to collective portfolio management activities provided to the client, in the form of monies, goods or services other than the standard commission or fee for that service.

With the above factors in mind Chikara has set out potential conflicts that might arise and how to mitigate them and these are set out in the Conflicts of Interest Map.

Similar considerations apply when identifying and mitigating conflicts of interest which may apply in respect of Chikara’s non-AIFMD business.

8. Record Keeping

Chikara must keep and regularly update a record of the kinds of service or activity carried out by or on behalf of the firm in which a conflict of interest entailing a material risk of damage to the interests of one or more clients has arisen or, in the case of an on-going service or activity, may arise.

9. Procedures and Measures Preventing or Managing Conflicts of Interest

Chikara must take all reasonable steps to avoid conflicts of interest and, when they cannot be avoided, manage, monitor and (where applicable) disclose those conflicts of interest in order to prevent them from adversely affecting the interests of the clients and their investors, and to ensure that the clients it manages are fairly treated.

Chikara will

  • maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps designed to identify, prevent, manage and monitor conflicts of interest in order to prevent them from adversely affecting the interests of the clients and their investors;
  • segregate, within its own operating environment, tasks and responsibilities which may be regarded as incompatible with each other or which may potentially generate systematic conflicts of inter Chikara has assessed whether its operating conditions may involve any other material conflicts of interest and disclosed them to the investors of the clients;
  • assess whether its operating conditions may involve any other material conflicts and disclose them to the client’s investo

In addition Chikara has identified situations in which activities carried out by it could constitute conflicts of interest that do or do not lead to potential risks of damage to the client’s interests or the interests of its investors. In identifying these Chikara has taken into account not only the activity of collective portfolio management but also other activities it is authorised to carry out, including activities of its delegates, sub-delegates, external valuer or counterparty.

Where the organisational or administrative arrangements made by the AIFM are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interests of the AIF or investors in the client are prevented, the Partners shall be promptly informed in order to take any necessary decision or action to ensure that it acts in the best interests of the client or the investors in that client.

Chikara’s Conflicts of Interest Map identifies (by reference to the specific services and activities carried out by the firm) the circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of the client and the investors.

The Map specifies procedures to be followed and measures to be adopted in order to manage such conflicts and is designed to ensure that:

  • the relevant persons engaged in different business activities involving a risk of conflict of interest carry out these activities having a degree of independence which is appropriate to the size and activities of Chikara as the AIFM and of the group to which it belongs, and to the materiality of the risk of damage to the interests of the client or its investors;
  • where necessary and appropriate for Chikara to ensure the requisite degree of independence, the procedures to be followed and measures to be adopted in order to prevent, manage and monitor such conflicts shall include the following:
    • effective procedures to prevent or control the exchange of information between relevant persons engaged in collective portfolio management activities or other activities pursuant to Article 6(2) and (4) of AIFMD involving a risk of conflict of interest where the exchange of information may harm the interest of one or more clients or their investors;
    • the separate supervision of relevant persons, whose principal functions involve carrying out collective portfolio management activities on behalf of, or providing services to, clients or investors, whose interests may conflict, or who otherwise represent different interests that may conflict, including those of the AIFM;
    • the removal of any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of, or revenues generated by, different relevant persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities;
    • measures to prevent or restrain any person from exercising inappropriate influence over the way in which a relevant person carries out collective portfolio management activities;
    • measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate collective portfolio management activities or other activities pursuant to Article 6(2) and (4) of AIFMD where such involvement may impair the proper management of conflicts of interest.

If the adoption or the application of one or more of those measures and procedures does not ensure the requisite degree of independence, the AIFM shall adopt such alternative or additional measures and procedures as are necessary and appropriate for those purposes.

10. Disclosure

If the organisational arrangements made by Chikara to identify, prevent, manage and monitor conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to investors' interests will be prevented, Chikara must:

  • clearly disclose the general nature or sources of conflicts of interest to the investors before undertaking business on their behalf; and
  • develop appropriate policies and procedu

The general nature and/or source of these conflicts will be disclosed to clients in sufficient detail before undertaking business to enable the client to make an informed decision about the service in the context in which the conflict has arisen. For each potential situation, Chikara has analysed whether or not the risk is actual or potential for one or more of its clients.

The information to be disclosed to investors shall be provided to investors in a durable medium or by means of a website. Where information is provided by means of a website and is not addressed personally to the investor, Chikara will ensure the following conditions are satisfied:

  • the investor has been notified of the address of the website, and the place on the website where the information may be accessed, and has consented to the provision of the information by such means;
  • the information must be up to date;
  • the information must be accessible continuously by means of that website for such

period of time as the investor may reasonably need to inspect it.