Version effective from: 12 November 2018
1. IMPORTANT INFORMATION
1.1 In these Terms and Conditions, references to "us", "we" and "our" means Bricklane Investment Services Ltd, trading as Bricklane. Our registered office address is Floor 3, 26 Finsbury Square, London, EC2A 1DS (Company No 10021399). The term "customer" and "client" and "you" and "your" means any person operating an Account with us.
1.2 These Terms and Conditions, together with information you provide to Bricklane on registration, and as part of the on-boarding process, constitute the agreement (the "Agreement") between you and us for the provision of services (the "Services") set out in clause 6.2 below.
1.3 Bricklane is an appointed representative of Gallium Fund Solutions Ltd (“Gallium”), which is authorised and regulated by the Financial Conduct Authority (the "FCA"). Our firm registration number is 743370 and Gallium’s registration number is 487176. We are subject to the FCA rules in our dealings with you.
1.4 Bricklane provides information on selected real estate investment trusts (the "REITs") on its website https://bricklane.com/ (the "Website"). Gallium provides alternative investment fund management services to those REITs. This means Gallium is responsible for portfolio management and risk management.
1.5 Gallium, together with those REITs, has appointed Bricklane to provide certain investment advisory services to the REITs in accordance with the REIT's investment objectives and policy.
1.6 The Services Bricklane provides you with be on an execution-only basis. We do not assess the suitability of the transaction for you based on the information you have provided to us. We are not required to do so in order to provide the Services to you. You should be aware that you do not benefit from the protection of the rules on assessing suitability and you should obtain your own independent professional advice. Nothing on this Website nor any communication with Bricklane should be construed as advice or a recommendation by us in relation to an investment in the REITs.
1.7 When you invest in a REIT, you do so by acquiring a beneficial interest in the shares (the “Shares”) in one or more of the REITs. You will hold the beneficial interest in the Shares and will be contractually entitled to the economic benefits that flow from them, however the Shares will be legally owned by Winterflood Securities Limited as a nominee (or any other nominee appointed by us for the purposes of holding the Shares (the "Nominee").
1.8 You acknowledge and agree that Gallium acting through the Nominee will make all appointments and decisions on your behalf in relation the Shares, except as otherwise set out in the Prospectus or the articles of association of the REIT (as applicable).
1.9 Each REIT has a corresponding prospectus (the “Prospectus”) that contains important information regarding the assets, investment objective and risks in relation to the investment. You should read the Prospectus before you make an investment in a REIT, including the risks factors.
1.10 This Agreement contains important information regarding the Services that we will provide to you and for your own protection you should read this Agreement carefully before accepting it. If you do not understand anything in this Agreement, please email firstname.lastname@example.org and ask for further information.
1.11 All mentions of REITs will be taken to also apply to investment vehicles set up with the intention of qualifying as REITs, even if not yet approved.
2. COMMENCEMENT OF THIS AGREEMENT
This Agreement will become legally binding, and we will start providing the Services to you, once we have received confirmation of your successful completion of the on-boarding process and we have opened an account for you (the "Account"). This includes satisfying the customer verification requirements set out in the Site Terms.
3.1 We may communicate with you at any time including, when appropriate, by telephone.
3.2 You can give us instructions and notifications in relation to the Shares you have acquired electronically using the Website, and/or by communicating with us via your Online Account (the "Online Account"). Customers that do not have an Online Account may provide instructions to us by completing the appropriate form(s) and sending them to our office address. We will not be obliged to act on any instruction and in particular we will not act on any instruction where it is illegal or against any relevant rule or regulation to do so. Where we do act on your instructions we will do so as soon as reasonably practicable.
3.3 We may act on any instruction or other notification which we believe in good faith is from you, including those submitted through your Online Account or by post, without carrying out any further checks or investigations. We will rely on the information you provide to us, unless we are aware that the information is manifestly out of date, inaccurate or incomplete. We will not be liable for following an instruction or notification which is not in fact genuine, nor will we be liable for not following or investigating any instruction or notification we believe may not be genuine. We will not be liable for any error of transmission or misunderstanding, nor will we be liable for the fraud of any other party (except in the case of our negligence, wilful default or fraud as described in clause 21 below). We are not obliged to acknowledge receipt of your instructions.
3.4 We will set out all notices, information and other correspondence to your Online Acccount and/or to the email address that you provided when you set up your Online Account. Customers that do not have an Online Account will be provided notices, information and other correspondence by letter or by telephone. In the event any notice, information or other correspondence is sent to you via letter, such letter will be sent to the postal address that you provided when you set up your Online Account, or such postal address as you may later designate in your Online Account or by other means, and will be deemed to be delivered on the second business day after posting. You should ensure that the contact details held by Bricklane remain correct and up to date.
3.5 We may record and monitor telephone conversations that we have with you for our records and in order to train our staff and improve the quality of our service. We will store recordings for the period required by law or for as long as we consider appropriate.
3.6 We cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. We will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our reasonable control.
3.7 We cannot guarantee that postal communications will be successfully delivered or that they will be secure. We will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of a postal communications being lost, delayed, intercepted or otherwise altered or for failing to be delivered for any reason beyond our reasonable control.
3.8 All communications in relation to the Services will be in English.
4. ACCOUNT AND ONLINE ACCOUNT
4.1 You must ensure that all usernames and passwords required to access your Online Account are kept secure and confidential. You are responsible for all activity that takes place on your Account, including your Online Account. You must immediately notify us of any unauthorised use of your passwords or any other breach of security.
4.2 When accessing and your Online Account, you must:
• not attempt to undermine the security or integrity of our computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
• not use, or misuse, your Online Account in any way which may impair the functionality of your Online Account, the Services or our website, or other systems used to deliver the same or impair the ability of any other user to use the same;
• not attempt to gain unauthorised access to any other online accounts;
• not transmit, or input into your Online Account, any files or data that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); and
• not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver your Online Account, Account, the Services or to operate our website except as is strictly necessary to use either of them for normal operation and other than as permitted by law.
4.3 We may make changes to the appearance, content and functionality of your Online Account at any time in order to improve our Services.
4.4 Whilst we intend that your Online Account should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or website may be unavailable in order to permit scheduled or emergency maintenance or other development activity. We cannot guarantee that access to your Online Account and our Services will be uninterrupted or error-free.
4.5 We take security very seriously and use industry standard security processes and procedures to protect our website and your Account and Online Account but we cannot guarantee that these will always protect against all types of attacks, viruses, hacks, malware or other security breaches.
5. CUSTOMER CATEGORISATION
5.1 The Services provided by us under this Agreement will be on the basis that you are a Retail Client as defined in the FCA Handbook. This means that you are entitled to the protections that must be provided to Retail Clients under the rules contained in the FCA Handbook (the "FCA Rules") and under relevant legislation. If you would like further information on the nature of these protections, please notify us by contacting us at email@example.com.
5.2 You may request re-categorisation as a professional client under FCA Rules. Any re-categorisation will be subject to you satisfying certain tests set out in the FCA Rules and will mean a reduction in the level of protections you would otherwise be entitled to as a Retail Client.
6.1 The Services that we will provide under the terms of this Agreement are only available to persons that are UK residents, partnerships formed under the laws of the UK or bodies incorporated in the UK which may include corporate bodies, charitable foundations and investment and unit trusts. At our discretion and in line with our regulatory permissions we may accept non-UK residents who approach us as a potential customer provided we are able to satisfy UK money laundering legislation, including the requirements to confirm the status and identity of customers.
6.2 We and Gallium will provide you with the following Services under the terms of this Agreement:
|Arrange for you to buy and sell the Shares in the REITs||Bricklane|
|Provide you with reports on a periodic basis||Bricklane|
|Arrange the safe custody of your investments||Gallium|
|Provide ISA management services||Gallium PE Depositary Limited|
together (the "Services").
6.3 Gallium is responsible for the provision of post execution services subject to the terms set out in Appendix A: Custody and Client Money to this Agreement. In this capacity Gallium has entered into agreements with:
- the Nominee for custody and settlement services; and
- Barclays Bank plc (the "Client Money Bank") to hold any cash from time to time held in your Account (the "Client Money") in designated bank accounts subject to all applicable Prudential Regulation Authority (the "PRA") and/or FCA compliance obligations.
6.4 The purchase and sale of Shares in the REITs will take place through the Website and, therefore, for regulatory purposes, we must obtain your consent to effect these transactions outside a Regulated Market or a Multilateral Trading Facility (as such terms are defined in the FCA rules). In this respect, by entering into this Agreement you consent to us effecting transactions outside a Regulated Market or a Multilateral Trading Facility.
7. INVESTMENT SELECTION
7.1 You agree to invest money in exchange for Shares in the REIT that you are interested in, on the terms and subject to the conditions set out in this Agreement. You agree that Gallium should purchase as many Shares in the selected REIT as possible using the funds available in your Account. Residual funds will be held in a Client Money account and used to purchase additional Shares in future, subject to clause 7.2 below.
7.2 If you have chosen for income to be paid to you, but you do not meet the payment threshold set out in clause 16, these funds will not be re-invested in additional Shares.
7.3 You agreed that regular monthly payments will be invested on the same basis as clause 7.1.
8. MINIMUM INVESTMENT AND SHARE SALE
8.1 For each Account, we require an initial investment above £100, after which you may subscribe to a regular monthly payment of at least £50. However, for customers that do not have an Online Account (including SIPP/SSAS investors), the minimum transaction size is £10,000. Please note that Bricklane partners, including but not limited to SIPP/SSAS administrators, may impose their own minimum threshold in order to establish an active Bricklane account.
8.2 For each Account, we require a minimum share sale of £50.
9. BEST EXECUTION
9.1 Where we deal on your behalf, we are required to provide best execution. This means we must take all reasonable steps to obtain the best possible result for you when executing orders, taking into account the price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order. To achieve best execution we will deal in accordance with our best execution policy (the "Best Execution Policy"), as detailed in in Appendix B: Best Execution Policy.
9.2 Where you provide us with a specific instruction, we will execute the order following the specific instruction you provide us. We satisfy our obligation to provide best execution to you when we follow the specific instructions you provide us relating to the order (or the specific aspect of the order).
10.1 We may pool (aggregate) your transactions with those of other customers without seeking agreement from you beforehand. We will only do so where we believe that this is unlikely to disadvantage your overall position, although it may do so in relation to any specific order.
11. DELEGATION AND REFERRALS
11.1 We may use sub-contractors to perform any of our obligations to you under this Agreement, including Gallium for the services set out in clause 6.2. This means that we may appoint another person or entity to provide the Services to you under this Agreement. We will take all reasonable steps to satisfy ourselves that any person whom we appoint to provide any Services to you or to perform any of our obligations on our behalf is suitably competent to do so and holds the relevant licences, permissions, authorisations, consents and permits needed to provide the Services. We will ensure that all such parties commit to provide you with best execution as set out in the FCA Rules where this is applicable.
11.2 Where appropriate in light of your Account, we may offer to refer you to third parties to provide certain additional services. We will not make any such referral without your agreement. We may also accept referrals of business from third parties.
12.1 Bricklane charges an investment fee on each deposit, which is deducted from your payment prior to investment. Bricklane receives another fee from underlying investments for providing certain advisory services. These are set out in the Prospectus relevant to your selected investment. The Bricklane investment fee is not subject to VAT.
12.2 An investment fee rate is applied to each deposit made by customers, which varies in accordance with the following schedule:
|Net payments per account*||ISA and Standard account||SIPP/SSAS account|
|£0 to £25,000||2%||1.25%|
|£25,000 to £100,000||1%||1.25%|
*Net payments is defined as the total deposits made into your Bricklane account minus amounts withdrawn.
For the avoidance of doubt, the investment fee for new payments is determined by reference to the net payments associated with the account. If a new payment is made which means net payments in the account crosses a fee threshold, only a portion of that investment will be eligible for the reduced fee.
A customer with an ISA account has invested £20,000 to date, and is charged a 2% investment fee. They then invest an incremental payment of £20,000. £5,000 of the second investment incurs a 2% fee, and £15,000 of the second investment a 1% fee.
12.3 We reserve the right to vary the investment fee to provide customers with periodic promotions
12.4 We reserve the right to change these rates from time to time and will notify you of any such changes by email at last 10 business days before the new rates become effective. If you do not agree to the new rates, you may terminate this Agreement by contacting us in writing giving no less than 5 business days' notice, provided that your notice is received within 10 business days of the new rates becoming effective.
12.5 We may suspend your Account until any fees or charges due and payable by you under this Agreement remain outstanding.
12.6 The aggregate purchase of Shares may lead to a stamp duty reserve tax ("SDRT") liability. This charge will be deducted from your deposit. We will apportion the SDRT charge between all investors included in the aggregate purchase of Shares.
12.7 We may pay (or receive from third parties), fees in relation to referrals of business. Any conflicts of interests will be managed in accordance with our conflicts of interest policy. Please see Appendix C: Conflicts of Interest.
12.8 You may have to pay other taxes or costs, which are not imposed by us. You should obtain your own independent tax advice.
13.1 In line with providing you with the Services, we will provide you with monthly valuation information electronically through your Online Account, subject to paragraph 13.2. This will include details of all transactions during the relevant period, the current market value, investment return and the Bricklane investment fees charged.
13.2 For customers that do not have an Online Account (including SIPP/SSAS investors), we will provide you with quarterly valuation information and an annual statement sent by post. This will include details of all transactions during the relevant period, the current market value, investment return and the Bricklane investment fees charged.
13.3 Whenever we execute an order following your instruction, we will promptly notify of you of the same and provide you with the trade confirmation information in writing as soon as possible and no later than five business days following that execution.
13.4 We will provide you with any dividend vouchers relating to your selected investment, which will be made available in your Online Account or sent by post.
14. EXECUTION VENUES AND COUNTERPARTIES
14.1 Unless otherwise expressly agreed in advance in writing, we may deal on any markets or exchanges and with any counterparties that we believe provide the best outcome reasonably available. All transactions will be carried out in accordance with the rules and regulations of the relevant market or exchange, and we may take any steps as may be required or permitted by such rules and regulations and/or by appropriate market practice.
15. CLIENT MONEY
15.1 You will deposit money (the "Client Money") into a segregated client account, which can then be used by you to buy Shares in REITs as chosen by you on the Website.
15.2 Client Money will be held in accordance with the FCA client money rules as set out in the FCA Rules in one or more segregated accounts with the Client Money Bank (or an alternate approved bank). Please also see Appendix A: Custody and Client Money.
15.3 Client Money accounts may include the balances of more than one client. This means you will not have a claim against a specific sum in a specific account, but against the client money pool in general.
15.4 Client Money may also be placed on overnight or short-term deposit.
15.5 We will act in good faith and with due diligence in the selection, appointment and monitoring of banks holding Client Money.
15.6 We may operate Client Money accounts outside the UK and therefore please note that:
• different legal and regulatory provisions will exist outside the UK and the protections may not be equivalent to those available in the UK. In the event that a bank outside the UK defaults, otherwise fails or is unable to meet its obligations, money held on behalf of customers may be treated differently than if the money was held in the UK; and
• we will only hold customer money in an account outside the UK where the relevant bank has confirmed that all money standing to the credit of the account is held by it as trustee and that the bank is not entitled to combine or set off the account in respect of any money owed to it on any other account held with it, whether in our name or not.
15.7 Customer money may be passed by us to a settlement agent in a jurisdiction outside the UK. If the settlement agent defaults, fails or is unable to meet its obligations, customer money may be treated differently from the position which would apply if the money was held in the UK.
15.8 We reserve the right to only make external payments to and to accept payments from the bank account stated in your Account.
16.1 Any distributions you receive from being a shareholder in a REIT will be paid to you and placed in your Account. The balance will be visible in the Online Account or annual statement.
16.2 You may elect to withdraw this money at any time, or reinvest it in the REIT through a scrip dividend.
16.3 If income distributions net of tax are less than £20, we will hold them as client money, until further distributions exceed £20, at which point the income is paid.
16.4 If you opted for dividends to be re-invested in you initial application, either a cash dividend will will be automatically re-invested at the next available opportunity or you dividend will be distributed through a scrip dividend.
17.1 Interest earned on cash when in a Client Money account will not be remitted to your Account and will be paid to charity of Bricklane’s choosing.
18. CUSTODY AND NOMINEE COMPANIES
18.1 Gallium are authorised by the FCA to act as custodian (the "Custodian"). This means that Gallium is responsible for the safekeeping of the Shares. Gallium has entered into agreements with:
• the Nominee for custody and settlement services;
• the Client Money Bank to hold Client Money in designated bank accounts subject to our obligations under the FCA Rules.
Further details are in Appendix A: Custody and Client Money.
18.2 If Gallium terminates its relationship with the Nominee or the Client Money Bank, it shall appoint a replacement nominee or client money bank (as appropriate). We will notify you of the identity of any replacement nominee or client money bank that is appointed.
19. REPRESENTATIONS AND WARRANTIES
19.1 You represent and warrant to us that:
• you are at least 18 years old;
• you have full capacity and authority to enter into this Agreement;
• you are acting on your own behalf and not for the benefit of any other person;
• the information you have provided to us on registration is accurate and you will promptly notify us of any changes to this information; and
• you will promptly provide us with any information that we require to verify your identity, address and source of funds. You acknowledge that we are unable to complete the registration process until we have complied with the UK money laundering legislation.
19.2 The Website operates as a platform to facilitate the investment in Shares in the REITs. In entering into this Agreement you acknowledge that we do not make any representations or warranties on the performance of the investments. The value of the Shares may go down as well as up and past performance of an investment is not an indicator of future performance.
20. CONFLICTS OF INTEREST
20.1 We or anyone connected with us, may carry out certain transactions for you where we, or another customer of ours, have a duty that may conflict with our duty to you. We will manage any such conflict or potential conflict to ensure that it does not materially affect the transactions we carry out for you. We will inform you if we consider that we cannot adequately manage an actual or potential conflict.
20.2 Our Conflicts of Interest Policy is detailed in Appendix C: Conflicts of Interest. This sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.
21.1 This Agreement does not exclude or limit our or your liability (if any) for:
• death or personal injury caused by our negligence;
• fraudulent misrepresentation; or
• any matter which it would be illegal for us to exclude or attempt to exclude liability.
21.2 We accept responsibility for any loss, damages or costs suffered or incurred by you as a direct result of our breach of this Agreement and our breach of any duties which we owe you under the Financial Services and Markets Act 2000 (the "FSMA") or FCA Rules. We will not be liable for any other losses, damages or costs suffered or incurred by you.
21.3 We will take reasonable care in the assessment and appointment of the Nominee, Client Money Bank, counterparties and agents. We accept responsibility for any loss, damages or costs incurred by you only where these arise from our, negligence, wilful default or fraud in the assessment or appointment of such persons. We will not be responsible in any other circumstance for the actions of any such third parties (unless they are our sub-contractors).
21.4 We are not responsible to you for any business losses that you may incur, including but not limited to lost profits, lost revenues, business interruption or lost data. We do not accept responsibility for any loss, damages or costs you may incur as a result of any cause beyond our reasonable control.
21.5 All tax matters relating to your own tax position are your own responsibility and we have no responsibility towards you with regard to your personal tax position.
22. PAYMENTS AND SHARE SALES
22.1 We accept payment from a personal or joint UK account which you are authorised to use as account holder. When you make a payment by Debit Card, this payment will be processed by our provider Stripe, who is authorised as an e-money firm and is therefore, subject to the Payment Services Regulations. These payments typically take 5 business days to reach us (with a maximum of 7 business days), during which time the money is held by Stripe in an account protected by the FCA's Rules on client money at Wells Fargo, London branch in the UK.
22.2 Where we pay out money to you by Bank Transfer, we will pay the money into an account nominated by you upon settlement of any assets in your account that must be converted to cash in order to make such payment. Where you pay money into your account by Debit Card, and you request a Share sale within 60 calendar days, we reserve the right to return funds to the same Debit Card.
22.3 When you cancel a Debit Card payment, we will debit your Account by the amount being reimbursed. In the event that there is insufficient money in your Account we will convert assets in your account into cash as required and hold you liable if the account is in debit.
22.4 We do not accept in specie transfers and so we only transfer cash to or from you.
23. OUR DUTIES TO YOU
23.1 No provision of this Agreement will be deemed to restrict, qualify or exclude any duty owed to you under FSMA or the FCA Rules. We do not, however, owe you any further duties except as expressly set out in this Agreement.
24. AMENDING THIS AGREEMENT
24.1 We may amend this Agreement by giving you at least 10 business days' notice in your Online Account, by letter and/or email. If we are required to amend this Agreement for reasons of compliance with FSMA, the FCA Rules, or any other applicable law or regulation, we may do so with immediate effect. If you do not agree to the amendments, you may terminate this Agreement by contacting us in writing giving no less than 5 business days' notice, provided that your notice is received within 10 business days of the amendments becoming effective.
25.1 Should you have any complaints in relation to the Services, please notify us by emailing us at firstname.lastname@example.org or by call us on +44 20 3111 1432. We will aim to acknowledge your complaint promptly, investigate the circumstances and report the results to you.
25.2 If your complaint is unresolved 8 weeks from the date you first made the complaint you may refer it directly to The Financial Ombudsman Service (the "FOS"). The address of FOS is Exchange Tower, London E14 9SR www.financial-ombudsman.org.uk and its telephone number is 0300 123 9123 or 0800 029 4567. Certain customers, such as larger companies and trusts may not have access to the Financial Ombudsman Service.
25.3 Alternatively, you can make a complaint through the European Commission's online dispute resolution platform which can be accessed at ec.europa.eu/consumers/odr.
26.1 Gallium and the Nominee are covered by the Financial Services Compensation Scheme (the "FSCS"). You may be entitled to compensation from the FSCS in the event that we have stopped trading or are declared to be in default and we cannot meet our obligations. This depends upon the type of business and the circumstances of the claim. The FSCS offers different levels of cover for different types of business. Most types of investment business are covered currently for 100 per cent of the first £85,000. Further information about compensation arrangements is available from the FSCS at www.fscs.org.uk or on 0800 678 1100.
26.2 In the event that an investment is unable to meet its obligations, this will not in itself entitle investors to compensation from the FSCS. Likewise if the performance of a fund does not match any illustrated benefits, investors will not, for that reason alone, be entitled to any compensation under the FSCS.
27. REDEMPTION RIGHTS
27.1 You may give notice to at any time to us to sell Shares. We or Gallium will look to sell your Shares within the following 14 days (the “Trading Cycle”) to a buyer subject to the minimum provisions set out in clause 8.2. If there are insufficient buyers, the following may occur at Bricklane’s discretion:
• Bricklane may extend the Trading Cycle until there are sufficient buyers to purchase your Shares; and/or
• you can opt to sell your Shares on the secondary market. We refer you to https://bricklane.com/faq for further details.
27.2 If you want to sell shares, there is no guarantee that you will be able to find a buyer for your shares within a reasonable timeframe at a price that is acceptable to you.
28. TERMINATION RIGHTS
28.1 You may give notice to at any time to us to close your Account, and terminate this Agreement. We or Gallium will sell your Shares in the next upcoming Trading Cycle, in accordance with the process set out in clause 27.1 and subject to the minimum provisions set out in clause 8.2.
28.2 We may terminate this Agreement for any reason at any time by giving you 30 business days' notice by email.
28.3 We may deduct these fees and expenses from any Client Money to cover such fees and expenses.
28.4 On termination of this Agreement, we will, following payment in accordance with clause 27.3 and settlement of all outstanding transactions, re-register your assets and transfer your cash as you reasonably request. If you make no reasonable request we will take steps to re-register your assets in your name and to transfer your cash to you at our discretion.
28.5 After you close your Account, and terminate this Agreement, it is possible that further monies may reach your account (for example, dividend payments). However if the balance of your account is less than £25, six years after the closing of your Account and we have made at least one attempt to contact you to which you have not responded within 28 days, we reserve the right to pay that small balance to a registered charity of our choice.
28.6 After you close your Account, it is possible that further monies may reach your account (for example, dividend payments). However if the balance of your account is less than £1, six months after the closing of your Account, we reserve the right to pay that small balance to a registered charity of our choice.
29.1 You do not have the right to assign or otherwise transfer to any other party your rights or obligations under this Agreement.
29.2 We may assign our rights and obligations under this Agreement at any time, and will send you notice through your Online Account, by letter and/or email of any such assignment prior to its taking effect.
30. ENTIRE AGREEMENT
30.1 This Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements and arrangements between us, whether written or oral, relating to its subject matter.
31.1 No failure or delay by us or Gallium to exercise any right or remedy provided under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
31.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
32. RIGHTS AND REMEDIES
32.1 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
33.1 If any clause or part of a clause in this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
34. NO PARTNERSHIP OR AGENCY
34.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
35. GOVERNING LAW
35.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.
35.2 The parties irrevocably agree that the courts of England and Wales will have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including non-contractual disputes or claims).
36.1 You do not have a 14 day cooling off period. In the event that want to cancel your Account, please refer to clause 28.
37. THIRD PARTIES
37.1 A person who is not a party to this agreement cannot enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
38. TREATING CUSTOMERS FAIRLY
38.1 The FCA stipulates that financial firms operate in line with the principles known as 'treating customers fairly' and 'fair customer outcomes'. More information outlining these principles can be found on the FCA website at www.fca.gov.uk.
38.2 Whilst Bricklane is wholly committed to addressing these principles, it also seeks to exceed them through customer-centric design of its products and services.
39. SHAREHOLDERS' RIGHTS
39.1 If you so request in writing, we will arrange for you to:
• receive the report, accounts and other information issued by a company, attend and vote at such shareholders’ meetings or unit holders’ meetings. Where you do this, we shall use reasonable endeavours, where possible, to make appropriate arrangements on the terms and within the timescales we may impose; and
• exercise any voting rights attached to your investments, whether exercisable at an annual general meeting (the "AGM") or otherwise. We are not obliged to but we may notify you of any AGMs applicable to your investments.
40. ADDITIONAL TERMS FOR CUSTOMERS WITH STOCKS AND SHARES ISAS
40.1 This section contains additional terms and conditions applicable to the Stocks and Shares ISA. It should be read in conjunction with our Terms and Conditions. The Agreement for your Stocks and Shares ISA will consist of your Account, the Terms and Conditions, these Additional Terms and the Bricklane Stocks and Shares ISA Application Form on the website and/or Bricklane ISA Transfer Form.
41. IMPORTANT INFORMATION
41.1 You are subscribing to a Stocks and Shares ISA for the current tax year and each subsequent tax year by sending funds from your bank or transferring a current tax year ISA.
41.2 You can only subscribe to one Stocks and Shares ISA within each tax year.
41.3 To subscribe for a Stocks and Shares ISA you have to be a UK resident aged 18 or over.
41.4 This agreement will commence on the day we have both a valid application and receipt of your first subscription, or where you are transferring to us from another ISA manager, on the day we have both a valid transfer application form and receipt of the proceeds of transfer from your previous ISA manager.
41.5 You agree to appoint Gallium PE Depositary Limited as ISA manager for your investment.
42. INVESTMENT STRATEGY
42.1 Your Stocks and Shares ISA will be invested in accordance with the investments specified by you in your Account subject always to the requirements of HM Revenue & Customs ("HMRC").
42.2 For each new tax year, all contributions to your Account will be allocated first to your Stocks and Shares ISA until the maximum subscription is reached for that year, or until your own pre-set limit. Once the maximum subscription or your own pre-set limit is reached, future contributions are allocated to the non-ISA remainder of your Account.
43. INVESTING IN A STOCKS AND SHARES ISA
43.1 Investments into a Stocks and Shares ISA may be by debit card, bank transfer or by transfer from another ISA manager (subject to HMRC's ISA transfer rules).
43.2 You will at all times be the beneficial owner of any investments held in your ISA. You must not use the investments and/or cash in your ISA as security for a loan except to the extent permitted by the Individual Savings Account Regulations 1998 (the "Regulations").
43.3 Your investments will be registered in the name of the Nominee. You will at all times remain the beneficial owner of any of your investments.
43.4 The total of contributions to be invested in any tax year will not be more than the maximum permitted to be invested in stocks and shares by the Regulations for that tax year.
44. WITHDRAWING YOUR ISA INVESTMENT
44.1 You will not incur tax liabilities by withdrawing. We will send an acknowledgment of your instructions to you at the email address you designate in your Account.
44.2 At your request, we will transfer all or part of your ISA investments (with the associated rights and obligations) to another ISA manager, subject to HMRC's ISA transfer rules.
44.3 We will process your withdrawal or transfer request promptly and normally within the 30-day maximum period stipulated by HMRC, subject to circumstances outside our control. Should you wish the withdrawal or transfer to take place at a particular time, we will endeavour to meet this request. However, in the case of transfers, we are reliant on the receiving manager and cannot guarantee to do so.
45. ISA REGULATIONS
45.1 You authorise us to disclose to HMRC all such information as required by law. We will notify you by email if, by reason of any failure to satisfy the provisions of the ISA Regulations, your Stocks and Shares ISA becomes void.
Appendices to Bricklane Investment Terms
- Appendix A: Custody and Client Money
- Appendix B: Best Execution Policy
- Appendix C: Conflicts of Interest
APPENDIX A: CUSTODY AND CLIENT MONEY
A firm that receives or holds money in respect of its MiFID business may elect to comply with the provisions of the Financial Conduct Authority (“FCA”) Sourcebook – CASS 7. A firm must make and retain a written record of any election it makes under this rule, including the date from which the election is to be effective. The firm must make the record on the date it makes the election and must keep it for a period of five years after ceasing to use it.
Gallium Fund Solutions Limited will comply fully with the requirements of FUND 3.11.20 and elects to comply with CASS 7 and has established, implemented and maintains a written Cash Monitoring Policy.
Gallium holds the FCA permission to hold and control client money.
The Cash Monitoring Policy is appropriate to the size and organisation of Gallium and the nature, scale and the type of business it undertakes.
Gallium has put in place procedures and policies for cash monitoring for client cash.
This document establishes guidelines and expectations for managing client cash in order to:
• monitor cash flow;
• protect client cash from loss or diminution as a result of misuse, fraud, poor administration, inadequate record-keeping or negligence;
• encourage the prudent management of cash;
• maintain stability for a Fund and sufficient cash balances; and
• ensure client cash is not used for Gallium’s own purposes.
The policy explains how cash is segregated, balances are monitored, the process for requesting authorisation for cash movement and the actions taken with regard to unauthorised cash movement. It provides information designed to enable our clients to understand the measures Gallium takes to safeguard their interests. The decision making process and delegation of responsibilities are also explained.
A firm must, when holding client money, make adequate arrangement to safeguard the clients’ rights and prevent the use of client money for its own account.
Gallium is committed to introducing adequate organisational arrangements to minimise the risk of the loss or diminution of client money, or of rights in connection with client money, as a result of misuse of client money, fraud, poor administration, in adequate record-keeping or negligence.
Gallium has a strong compliance culture and its Compliance Department conducts regular monitoring to confirm internal policies and procedures are followed.
A copy of this Policy is available to clients for review.
Identifying Client Money
Gallium identifies client money in the course of the provision of services to its clients.
Client money has been identified as monies of any currency in the course of carrying on investment business activities sent by investors investing into funds that Gallium manages.
Money paid directly to Gallium in respect of Gallium’s fees is not identified as client money.
The compliance team are responsible for recording all application forms received in respect of subscriptions to the funds that Gallium operates. The subscription forms are logged in the Investor Details Database on a Fund by Fund basis.
The application forms will then be subject to KYC and AML checks/verification that will be performed by the compliance team.
The operations team will then match the bank statements/records with the Investor Details Database to match subscriptions received with application forms received as frequently as required but at least monthly.
An Exceptions Report will be produced at the end of each month by the operations team to be forwarded to the Compliance Officer and the MLRO. Any unresolved exceptions will then be resolved by the Compliance Officer or the MLRO to ensure that all payments due from investors upon subscription have been received by the depositary.
Gallium will continue to monitor the identity of client money and will update the policy when required.
CASS Compliance Oversight
Gallium is required to allocate to an individual performing a Significant Influence function the CASS operational oversight role. The individual responsible for this function at the company is Tony Norris.
This person is responsible for the oversight of our operational compliance with CASS, must report to the Gallium Board with respect to that oversight, and is required to complete and submit the Client Money and Asset Return. As a CASS medium firm, Gallium is required to register the individual responsible for CASS operational oversight with the FCA. This has been actioned.
Role of Compliance
In the event of any issue arising in respect of cash monitoring, the Compliance Department will provide advice as to how the situation might best be addressed in order to mitigate any regulatory, legal or reputational risk for Gallium. The Compliance Department is required to remain neutral when advising on cash monitoring issues.
Segregation of Client Money
Gallium must, on receiving any client money, promptly place the money into one or more account opened with a central bank, a CRD credit institution, a bank authorised in a third country or a qualifying money market fund.
It is the intention of Gallium to place money in a CRD credit institution. Should this decision change clients will be notified and permission obtained, in particular in respect of a qualifying money market fund.
The bank accounts will be opened:
• As a designated Gallium client account on behalf of the fund; or
• In the name of a specific fund.
No Fund or client monies will be mixed. None of Gallium’s monies will be paid into any Fund or client bank account.
Should a Gallium client account be required it will only be opened with the consent of the Asset Manager, if such consent is required. Bank account opening procedures require the completion of AML and KYC procedures and requires the authorisation of two Gallium directors.
The Asset Manager, Depositary and Custodian (as appropriate) will be notified that a client account or specific Fund account has been opened and provide details. Where a second signature is required (Asset Manager/Depositary/Custodian) then the bank mandate documentation will be provided to the relevant party for authorisation and completion.
The operations team will match the bank statements/records with the Investor Details Database to match subscriptions received with application forms received as frequently as required but at least monthly.
An Exceptions Report will be produced at the end of each month by the operations team to be forwarded to the Compliance Officer and the MLRO. Any unresolved exceptions will then be resolved by the Compliance Officer or the MLRO to ensure that all clients’ cash has been properly recorded and segregated and that there has been no mixing of clients’ money and firm money.
Gallium will continue to monitor the segregation of client money and will update the policy when required.
Selection of CRD Credit Institutions and Banks
To increase transparency within the European Single market, the European Banking Authority publishes on a regular basis a list of credit institutions to which authorisation has been granted to operate within the European Union and European Economic Area countries.
Gallium exercises all due skill, care and diligence in the selection, appointment and periodic review of the credit institution and banks where the money is deposited and the arrangements for the holding of this money.
Gallium takes into account the expertise and market reputation of the CRD Credit Institution and any legal requirements or market practices related to the holding of client money that could adversely affect client’s rights.
Gallium uses a range of banks (but currently no other CRD Credit Institutions on the list) to provide a spread of risk to its clients. It may decide to use two or three banks for one Fund, depending on the Fund size, to place monies to increase the diversification of risk.
Gallium will consider the capital of the CRD Credit Institution, its credit rating and to the extent the information is available, the level of risk in the investment and loan activities undertaken by the CRD.
A requirement under CASS 7.4.9A is that Gallium must limit the funds that it deposits or holds with a relevant group entity or combination of such entities so that those funds do not at any point in time exceed 20% of the balance on:
• All of its general client bank accounts considered in aggregate;
• Each of its designated client bank accounts; and
• Each of its designated client Fund accounts.
For the purposes of the above this will be for any CRD Credit Institution or a member of the same group as Gallium. Gallium does not deposit any funds with such group entities.
Gallium keeps a record of the grounds upon which it satisfies itself as to the appropriateness of its selection of a CRD Credit Institution. The record is made on the date of its selection and is kept from the date of such selection until five years after Gallium ceases to use the third party to hold client money.
Acknowledgement of the Client Money Bank Accounts
Gallium must take the necessary steps to ensure that client money deposited in a Gallium client account is adequately protected by getting the bank’s commitment that they will not use any monies in a Gallium client account to offset any deficits or liability of Gallium’s own accounts.
Furthermore, Gallium must take necessary steps to ensure that client money deposited in accordance with the requirements is held in an account(s) that is separately identifiable from accounts used to hold Gallium’s own money.
When Gallium opens a client bank account, it requests that the bank acknowledges in writing that:
• The monies held in the account are held by it as trustee and the bank is not entitled to combine the account with any other account or to exercise any right of set-off or counterclaim with respect to monies owed to the bank from any other or Gallium’s accounts; and
• The title of the account should be in a form requested by us and be such that it sufficiently distinguishers that account from any other account held by us at the bank.
When the client bank account is held in a bank in the United Kingdom, the bank must return the above written acknowledgement within twenty business days, or else Gallium is required to remove any monies and deposit them in a client bank account at another bank as soon as possible.
Gallium must ensure that the acknowledgement received from the bank contains the wording specified above and is signed by an individual with authority to commit the bank.
It is essential that Gallium retain a copy of the acknowledgement letter securely, as it will be expected to produce these letters to its external auditors and the FCA on request.
A record of the acknowledgement letters received will be maintained by the Compliance Officer.
Transfers/Payments to a Third Party
Gallium will be required to transfer client money or Fund money to third parties. Where this occurs monies will only be transferred where evidence has been obtained that the transaction is legitimate. An example of where money would be transferred is where Gallium holds money in a client account until first close, and then transfers the client money to the specific Fund bank account so the Asset Manager can utilise the money to achieve the objectives of the Fund.
For Gallium Fund/client accounts - on line transactions of transfers up to £100,000 can be made by one signatory. Only Tony Norris and Richard Cooney, both Directors, are permitted to action this. For payments made by CHAPS, BACS or cheque, one signature for amounts up to £10,000, and two signatures for amounts above £10,000.
For designated Fund bank accounts the amounts vary per fund, but typically no payment can be made unless it is authorised by two signatures. Any instruction in respect of free payments (derivative margin payments, deposits etc) in respect of regulated Funds direct to Custodians must have the prior authorisation of the Depositary. This will be recorded in the bank mandate.
Gallium will be required to authorise payments to third parties from Fund accounts and/or client accounts. Where this occurs monies will only be transferred or paid where evidence has been obtained that the transaction is legitimate (i.e. supported by an authorised invoice and/or authorised payment instruction). The bank mandate will outline the payment authority required and the identity of the authorised signatories. All material payments/transfers will require the authority of two separate signatures i.e. Gallium plus Asset Manager/Depositary/Custodian. Gallium will require supporting evidence for second signatories if there are any discrepancies noted on payment instructions.
For Gallium Fund/client accounts - on line transactions of transfers up to £100,000 can be made by one signatory. Only Tony Norris and Richard Cooney, both Directors, are permitted to action this. For payments made by CHAPS, BACS or cheque, one signature for amounts up to £10,000, and two signatures for amounts above £10,000.
For designated Fund bank accounts the amounts vary per fund, but typically no payment can be made unless it is authorised by two signatures. Any instruction in respect of free payments (derivative margin payments, deposits etc) in respect of regulated Funds direct to Custodians must have the prior authorisation of the Depositary. This will be recorded in the bank mandate.
Records, Accounts and Reconciliations
All records and accounts are maintained in a way to ensure their accuracy, and in particular their correspondence to the client money held for clients.
All client monies entering a Fund are listed on the Register of Investors in the Investor Details Database and reconciled at least weekly, and daily when a close is taking place.
All paper versions of bank account statements are provided to Gallium monthly. Gallium reconciles the monies in each account.
Gallium is also able to view on-line the activity of its client accounts. Funds may be provided with this opportunity, although this is at the option of the Asset Manager, due to fees. However, if this is not available Gallium is able to ring the bank daily for a faxed or emailed copy of the latest transactions.
All records are maintained for a minimum period of five years after they were made.
Where any discrepancy arises as a result of Gallium’s internal reconciliations, Gallium will identify the reason for any discrepancy and ensure that:
• Any shortfall is paid into a client bank account by the close of business on the day that the reconciliation is performed; or
• Any excess is withdrawn within the same time period.
In particular, where investor monies received by Gallium have been remitted to the incorrect bank account, the monies will be returned promptly to the payer so they can remit them to the correct account. Additionally, Gallium will ensure a discrepancy is brought to the attention of the Compliance Department for their review and any systems and procedures are adjusted accordingly.
Should a Fund account or Client account be required to be closed then it will only be closed with the consent of the second signatory (Asset Manager/Depositary/Custodian). Bank account closing procedures must be completed in accordance with the appropriate bank mandate. This usually requires the submission of a properly completed Special Resolution.
The Asset Manager, Depositary and Custodian (as appropriate) will be notified that a client account or specific Fund account will be closed. Where a second signature is required (Asset Manager/Depositary/Custodian) then the bank mandate documentation will be provided to the relevant party for authorisation and completion.
Cash will be returned in accordance with the procedures below.
Return of Investor Cash
Should a Fund not achieve its first close, client cash will be returned to the same bank account from where it was received. Client cash may be returned minus any bank charges. If interest is available this will be split proportionately amongst those clients in the Fund and returned to the clients.
Reporting to the FCA
Gallium is required within 15 business day of 31 December each year to notify the FCA in writing of the higher of the highest total amount of client money and the highest total value of safe custody assets held during the preceding calendar year which will results in it either being a CASS large, medium or small firm (the details of which are set out below):
- CASS firm type
- Highest total amount of client money held during the firm’s last calendar year or as the case may be that it projects that it will hold during the current calendar year
- CASS large firm
- More than £1 billion
- CASS medium firm
- An amount equal to or greater than £1m million and less than or equal to £1 billion
- CASS small firm
- Less than £1 million
Gallium is required to notify the FCA it is has not or is not able to comply with any of the requirements under CASS 7, without delay.
Client Money and Asset Return
As a CASS medium firm then Gallium is required to submit to the FCA within 15 business day of each month a Client Money and Asset Return. The return requires information on:
• The total number of clients/amounts of client money being held across the different business lines as at the end of the month end;
• The highest and lowest client money balances arising in the month;
• An outline of the institutions at which client monies are held and a breakdown of the balances held at these institutions;
• An outline of the client money resource, as at the month end;
• An outline of the client money requirement, as at the month end;
• An outline of the results of this client money calculations and client money bank account reconciliations performed in the month;
• An outline of the number of breaches of the client money rules arising in the month.
This return must be submitted electronically via GABRIEL, within 15 business days of the month end.
The individual performing CASS operational oversight is responsible for compiling the information needed for the CMAR.
Gallium does not permit any Appointed Representative to hold or control client cash.
All employees are provided with a copy of this Policy and are aware of the requirements of cash monitoring. The Compliance Officer is responsible for ensuring all staff have a current copy of this Policy and checking that staff understand and follow the policies and procedures required to identify and manage conflicts of interest.
The Gallium Board review cash monitoring and the performance of each CRD Credit Institution once a year and will make any necessary recommendations in relation to CRD Credit Institution/procedural changes required. If this Policy is altered an up-to-date version will be made available to clients. Staff will be updated of any changes in the Policy and procedures. Should anything come to the attention of the Gallium Board during the year an urgent Board Meeting will be called and action taken.
A formal record of this due diligence is made and can be obtained from the Compliance Officer.
APPENDIX B: BEST EXECUTION POLICY
MiFID’s best execution regime requires investment firms to take all reasonable steps to obtain the best possible result for their clients, taking into account price, costs speed, likelihood of execution and settlement, size, nature or any other consideration relevant to order execution. MiFID requires firms to comply with a number of specific provisions. Firms that execute orders or decisions to deal should establish “execution arrangements” and an “execution policy (Article 21) for complying with the overarching best execution requirement.
A Firm’s Best Execution Policy should set out:
• the firm’s strategy for obtaining the best possible result for the execution of its clients’ orders;
• an account of the relative importance, or the process for determining the relative importance, the firm places on the best execution factors when executing a client’s orders or decisions to deal;
• how factors affecting the relative importance affect the firm’s choice of execution venues (“regulated market”) for inclusion in the best execution policy
• the execution venues the firm uses. Article 21 (3) states that the executions policy “shall at least include those venues that enable the investment firm to obtain on a consistent basis the best possible result for the execution of client orders”.
The purpose of this document is to provide clients of Gallium Fund Solutions Limited with information in relation to our Best Execution Policy.
When executing orders, Gallium will take all reasonable steps to obtain the best possible result for the client, under the circumstances, taking into account price, costs, speed, likelihood of execution and settlement, size nature or any other consideration relevant to the execution of the order.
When executing your order Gallium will consider the following factors:
• Your client classification;
• The characteristics of the financial instruments that are subject to that order; and
• Where such orders can be effected (execution venues)
We will assess the most appropriate route to execute your order and will consider the following criteria:
• Certainty of execution
• Client type
• Order size
• Speed of execution
• And any other criteria relevant to the execution order.
Relevance or weighting of the above factors may differ between Retail and Professional clients. We will exercise our discretion in assessing the criteria that we need to take into account to provide you with the best execution. We will judge the relevant importance of these criteria on an order-by-order basis, taking into account market conditions. When executing orders for Retail clients, and in the absence of any specific instructions, we will generally give precedence to the factors that allow us to deliver the best possible result in terms of total cost to the client.
If a client provides specific instructions it may prevent us from following our “Best Execution Policy” which is designed to obtain the best possible result for you on a consistent basis taking into account the factors and considerations set out above.
Execution venues may include Regulated Markets, Multilateral Trading Facilities (MTF) and the Retail Service Provider network (RSP). Gallium reserves the right to use other unlisted execution venues which we deem appropriate and which accord with this Policy.
We will provide you with a copy of the list of execution venues upon request.
Gallium may judge it is appropriate or advantageous to execute a client’s order outside a Regulated Market or MTF, even where the investment concerned is trading on a Regulated Market or MTF. We will need your consent to allow us to execute an order in these circumstances.
Gallium will assess the relevant criteria and any specific instructions provided by the client and select the most appropriate venue from those available and execute the order accordingly.
Delegation of Execution
Gallium does not intend to delegate the execution arrangements to a third party.
In certain circumstances in respect of regulated funds, Gallium may be required to procure the services of a third party to perform the execution arrangements e.g. a depositary, custodian, registrar etc. as opposed to delegating the execution arrangements.
Where Gallium is required to procure such services then it will:
• Select the service provider with all due care;
• Ensure the service provider is appropriately authorised or registered to undertake such arrangements;
• Ensure that the fund has informed the FCA of the appointment of the service provider;
• Ensure the service provider has sufficient resources and the senior management are of sufficiently good repute and sufficiently experienced;
• Monitor the performance of the service provider and make recommendations to the fund in respect of the replacement of the service provider if it is in the interest of investors;
• Ensure that the fund has informed the FCA if a replacement service provider is deemed necessary/desirable;
• Ensure the service provider has an adequate/appropriate “Best Execution Policy”.
The fund will have a written agreement with the service provider which will include the rights of information, inspection, admittance and access, and its instruction and monitoring rights to enable Gallium to fulfil the requirements it is subject to. This agreement will also include instruction and termination rights and will only permit sub-delegation with the consent of the fund.
Gallium will ensure that the service provider:
• Protects any confidential information;
• Discloses any information that may have a material impact on the service provider’s ability to carry out the functions effectively; and
• Puts in place, implements and maintains a disaster recovery plan (BCP) and periodic testing of back-up facilities.
On an ongoing basis Gallium will review the services provided by the service provider.
Regular Review of Execution Quality and Execution Venues
Gallium will monitor the effectiveness of this Policy to identify and, where appropriate, correct any deficiencies. The Policy will be reviewed annually and whenever a material change occurs that will affect Gallium’s ability to obtain the best possible result for the execution of client orders.
Gallium will regularly review the overall quality of its order executions and its order routing practices and amend this Policy if it considers it to be necessary.
If the Policy is amended, the amended version will be made available on the website and as a hard copy if requested.
Gallium will regularly assess the execution venues available and may add or remove venues to enable us to provide clients with the best possible execution result on a consistent basis. Clients will be notified of any material changes to this Policy.
APPENDIX C: CONFLICTS OF INTEREST
- MiFID firms are required to establish, implement and maintain a written Conflicts of Interests Policy. A copy of the firm’s Conflict of Interest Policy must be provided to clients upon request.
- A firm’s Conflicts of Interest Policy should be appropriate to the size and organisation of the firm and the nature, scale and the type of business it undertakes.
- Where a firm is a member of a group, the Conflicts of Interest Policy must take into account any circumstances which may give rise to a conflict of interest arising as a result of the structure and business activities of other members of the group.
Gallium is required to establish, implement and maintain a written Conflicts of Interest Policy. In accordance with the Financial Conduct Authority’s (“FCA”) Principles of Businesses, SYSC 10, the requirements of the European Markets in Financial Instruments Directive (“MiFID”) and with our fiduciary obligations, Gallium has procedures and policies in place to identify and manage conflicts of interest that may arise between us and our clients, or between our different clients.
This document sets out the Conflicts of Interest Policy of Gallium Fund Solutions Limited and those companies within the Gallium group of companies (collectively “Gallium” or “the Firm”). This Policy document describes how conflicts can be identified or avoided and how they have to be managed. It also provides information designed to enable our clients to understand the measures we take to safeguard their interests. The decision making process and delegation of responsibilities are also explained.
A Conflict of Interest is defined as a situation where the Firm, an employee or other associate of the Firm has competing professional or personal interests, which may prevent services being provided to clients in an impartial and independent manner.
Gallium is committed to identifying, monitoring and managing all actual and potential conflicts of interest that can, or may arise, between Gallium and our clients and/or any person directly or indirectly, associated with the Firm.
Gallium has a strong compliance culture and our Compliance Department conducts regular monitoring to confirm internal policies and procedures are followed.
Gallium, takes all reasonable steps to identify conflicts of interests that arise or may arise, in the course of the provision of services to clients. Gallium takes all reasonable steps to either avoid or manage the potential or actual conflict. Gallium identified potential Conflicts of interest that may arise between:
• The Firm, including managers, employees and appointed representatives;
• Any person directly or indirectly linked to the Firm; and
• Amongst clients of the Firm.
A new client and the services they require will be assessed at the point of engagement by the Compliance Officer, to identify any potential or actual conflicts of interests. The client and Fund will also be assessed during the drafting and verification stages of the Prospectus to identify and potential or actual conflicts. If a potential or actual conflict is identified it will be managed in the manner set out below and entered into the Conflicts of Interest Register. Gallium will continually monitor the risk of potential or actual conflict of interest that may occur between the clients, the investors, the Firm, its employees and appointed representatives.
Additional Requirements for an AIFM
Gallium as AIFM will take all reasonable steps to identify conflicts that arise in the course of managing AIFs, between:
• The AIFM, including its managers, employees or any person directly or indirectly linked to the AIFM by control, and an AIF managed by the AIFM or the investors in that AIF; or
• An AIF or the investors in that AIF, and another AIF or the investors in that AIF; or
• An AIF or the investors in that AIF, and another client of the AIFM; or
• An AIF or the investors in that AIF, and a UCITS managed by the AIFM or the investors in that UCITS; or
• Two clients of the AIFM
Gallium has identified the following points at which potential conflicts of interest may arise:
• as a result of competing interests of different investors
• between Gallium and investors as a result of fee structures and other investment related revenues
• between fund related and proprietary investment decisions
• when considering an asset purchase or sale
• when considering a sale between funds or Gallium entities or entities advised or managed by Gallium
• when proposing or approving a new investor relationship
• when proposing or approving a new Non-Disclosure Agreement, Exclusivity Clause or Confidentiality Agreement.
Gallium will continually monitor the risk of potential or actual conflict of interest that may occur between the AIF, the investors in the AIF, the Firm as AIFM and itself.
Types of Conflict & Management of Conflict
Whenever Gallium provides a regulated service it will take reasonable steps to identify a potential or actual conflict. When assessing the likelihood of a potential or actual conflict Gallium will take into account whether the Firm or actual person, or a person directly or indirectly linked to the Firm:
• Is likely to make a financial gain, or avoid a financial loss at the expense of a client;
• Has a financial or other incentive to favour the interest of a client or group of clients over the interests of another client;
• Carries on the same business as a client;
• Has an interest in the outcome of a service provided to a client or a transaction carried out on behalf of a client, which is distinct from the client’s interest in that outcome;
• Receives, or will receive from an individual, other than a client, an inducement in relation to a service provided to a client, in the form of monies, goods or services.
• Has an interest in the outcome of a service provided to a client.
Firm vs. Client Conflicts
Occasions may arise where we have some form of interest in business being transacted by a client. If we become aware of a potential or actual conflict we will notify the client in writing and detail how we will ensure their fair treatment and provide them with an option to proceed with, or terminate the engagement.
Client vs. Client Conflicts
Gallium may have clients with similar fund strategies, structures, objectives and asset classes. The services Gallium offer to the client are set out in the Engagement Letter. Occasions may arise where another client, may have some form of interest in business being transacted by another client. If this occurs, or we become aware that the interests of one of our clients, conflicts with another client’s interest, we will notify the clients in writing and set out how we will ensure their fair treatment and thus enable them to make an informed decision with respect to the service in the context of which the conflict of interest arises.
Gallium may be engaged as a Fund Operator, Discretionary Manager, Investment Manager, General Partner, Designated Member, Nominee, ACD (or other role Gallium may be engaged to perform) and may receive different rates of remuneration. Regardless of remuneration rates, Gallium will at all times have regard to our obligations to each client.
Gifts, Incentives and Inducements
Gallium Fund Solutions Limited is regulated by the Financial Conduct Authority (“FCA”) and in accordance with FCA rules we are prohibited from accepting a fee, commission or other non- monetary benefit which is likely to conflict with the duty the Firm owes to its clients.
No incentives are to be offered to anyone in connection with the Firm’s business. Any fees for introductions will be a matter between the investor and the person making the introduction. Gallium will not enter into any soft commission agreements of any kind.
Should any inducement or incentive be offered to a member of staff, the employee must report this to the Compliance Officer. The Compliance Officer will monitor on a monthly basis that:
• The incentives policy is known by all staff
• Incentives are reported/returns obtained
• Incentives are recorded in the Gifts and Inducements register
• Any Conflict of Interest have been identified
• Any Conflict of Interest has been notified to the client/investor
• Staff are aware of Principle 6 and 6 of the FCA’s “Principles for Business”)
Gallium maintains a Gifts and Inducements Register which is maintained and monitored by the Compliance Officer. Details of any gifts or inducements are reported and recorded in the Gifts and Inducements Register. Where it is relevant Gallium will disclose the amount of benefit to clients and provide further details if requested to do so.
Role of Discretionary Manager
When Gallium makes recommendations in relation to specific investments we are required to take reasonable steps to ensure that the recommendation is suitable for the client’s needs and circumstances. Gallium’s responsibilities to the client are documented in the Fund’s Prospectus and the Management Agreements. Gallium and the clients each have their own legal representation and Gallium’s roles and responsibilities are documented to ensure we adhere to the financial regulations.
Personal Account Dealing
If Gallium engages with a listed client or fund then all personal account dealing is restricted until the services have been completed. Gallium maintain a Restricted Securities Register.
Some employees who act on behalf of clients may undertake account dealing on their own behalf which may give rise to a potential conflict of interest. Gallium has procedures in place to ensure clients are not disadvantaged by employees’ personal dealings. Employees intending to undertake personal account dealings must obtain prior approval from designated senior management within the Firm prior to dealing on their own account. All personal account dealings must be reported to the Firm and entered into the Personal Account Dealing Register which is monitored and maintained by the Compliance Officer. Employees acting for and on behalf of clients are not permitted to carry on any Personal Account Dealing in an investment subject to a client recommendation within 3 months of such a recommendation being made and without prior express written consent from a designated senior manager within the Firm. Employees are required to disclose to the Firm if they hold an investment or financial interest in any company subject to a client recommendation and this information will be recorded in the Personal Account Dealing Register.
Recording Conflicts of Interest
Gallium maintains a Conflicts of Interest Register in which it records all potential or actual conflicts of interest which result, or may result from activities carried out by the Firm, its employees or associates. The Conflicts of Interest Register is maintained by the Compliance Officer.
Disclosure of Conflicts of Interest
Where Gallium identifies the existence of an actual or potential conflict of interest, we will notify the client in writing of the fact to enable them to make an informed decision with respect to the service in the context of which the conflict of interest arises.
Control of Information
At times Chinese Walls may be operated by Gallium to restrict information flow between areas likely to generate a conflict of interest. They will be implemented to allow Gallium to carry out work on behalf of an AIF or Investor without being influenced by other information held within Gallium that may give rise to a conflict of interest.
Where necessary, Gallium will have arrangements in place which restrict the flow of information to certain individuals in order to protect investor interests and prevent improper access to investor information. Gallium and its staff treat all information it holds as confidential. In addition arrangements are also in place to protect information received under executed “Confidentiality Agreements”.
Role of Compliance
In the event of an actual or potential conflict arising, the compliance department will provide advice as to how the conflict might best be addressed in order to mitigate any regulatory, legal or reputational risk for Gallium. The Compliance Department is required to remain neutral when advising management of conflicts.
All employees are provided with a copy of this Policy and are aware of the requirements of Principles 6 and 8 of the FCA’s Principles of Business. The Compliance Officer is responsible for ensuring all staff have a current copy of this Policy and checking that staff understand and follow the policies and procedures required to identify and manage conflicts of interest.
The Gallium Board review potential conflicts each month and will make any necessary recommendations regarding conflicts and advise if it is necessary to alter the Policy. If the Policy is altered an up-to-date version will be made available to investors and clients on the Gallium website.