Conflicts of Interest (October 2026).
Thesis Group - Company Purpose
We come to work to provide a high quality service for our fund investors. We seek to set the standards by which Independent AFMs are bench marked. We want to retain our reputation as the leading, expert, professional and investor focused AFM. By consistently applying our values, both internally and within our wider network, the business will continue to grow.
Client
This is a term used in general terms by the FCA and in their rule references to retail clients. Tutman use the term “fund investor” in the same context throughout this policy.
Investor
Term used by Tutman to describe “individual” clients or fund investors.
Sponsor
Term used to describe the Fund proposer or sponsor.
Investment Manager
Often the ‘brand name’ recognised by investors. Responsible for marketing the fund and making decisions on investments. The AFM delegates these functions to the Investment Manager via a Distribution Agreement.
Distributor
(In relation to PROD 1.3 and PROD 3) a firm which offers, recommends or sells investments or provides investment services to clients / investors.
Authorised Fund Manager (AFM)
The AFM is legally responsible for the day-to-day management of a fund and must ensure that it is managed within the detailed regulations applying to it and within the scheme documents e.g Prospectus.
Purpose and background
In the normal course of business, situations may arise that create potential or actual conflicts of interest (CoI). Such situations need to be managed in accordance with the regulatory requirements. Thesis Group is committed to identifying, managing, and mitigating conflicts of interest and to protect the interests of our fund investors, employees, and other delegated parties.
This Policy sets out the Thesis Group’s framework for identifying and managing conflicts of interest, designed to be proportionate to the nature, scale, and complexity of its business activities. It recognises that conflicts may arise not only within individual business lines, but also between entities across the wider Thesis Group, between the Group and its clients, and between the Group and external parties such as sponsors, service providers, and delegated functions.
Thesis Group operates and maintains effective organisational and administrative arrangements to take all reasonable steps to prevent conflicts of interest. This is supported by a range of internal controls applied consistently across the Group. All employees are subject to policies governing Personal Account Dealing, Gifts and Entertainment, and Outside Business Interests, each designed to prevent situations where personal activities or external influences could conflict with client or investor interests. Compliance maintains the relevant registers and provides oversight and guidance.
The Group also applies a remuneration policy that avoids direct links between the earnings of staff in one area and the revenues generated by another, supported by systems and controls such as clear job descriptions, reporting lines, and independent monitoring by Compliance.
Documented policies and procedures, segregation of key duties, senior‑management emphasis on effective conflict management, whistleblowing arrangements, annual employee certification, mandatory conflicts training, and physical information‑barriers further reinforce these arrangements. Conflicts are also actively considered in relation to outsourcing arrangements, the exercise of voting rights on corporate events, and before launching new funds or taking on new Sponsors.
Objectives
The key objectives of this policy are to:
- Provide information regarding Conflicts of Interest
- To ensure that Conflicts are managed, with investors at the forefront, in line with good integrity and governance principles, and in line with regulatory requirements and expectations.
Employee reporting requirement
Thesis Group employees must act in the best interest of investors if conflicts arise associated with the independent AFM model.
It is therefore, the responsibility of all employees to familiarise themselves with the contents of the Conflicts of Interest Policy and associated internal procedures. Employees must report any conflicts of interest to their line manager, who in turn should raise via the appropriate internal escalation process.
This Policy must be followed by Employees and breaches of this Policy can amount to or result in:
- Criminal offences;
- Financial sanctions and/or penalties being levied against Tutman and/or individuals;
- Reputational damage to Thesis Group;
- Serious breaches of contractual relationship which may result in disciplinary action being taken.
What are Conflicts of Interest?
A conflict of interest is a situation where there is a material risk of damage to the interests of a fund investor because the interests of:
- Tutman or Tutman Fund Solutions Limited (including its employees and the parent entities) or
- A Sponsor (including UCITS schemes and AIFs and those of another Sponsor investor differ.
- Our delegates.
A conflict is the source of any advantage, direct or indirect, of whatever nature, tangible or intangible, professional, commercial, financial, non-financial or personal.
In addition to this policy, please refer to the following policies which together comprise Tutman overall framework for managing potential conflicts of interest see next section below also):
- Personal account dealing
- Inducements, gifts and hospitality
- Outside Business Interests
How do we manage Conflicts of Interest?
Thesis Group operates and maintains effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest identified from constituting or giving rise to a material risk of damage to the interests of its fund investors.
For Tutman and Tutman Fund Solutions Limited and their delegated parties this represents a series of straightforward and professional conversations and requires mutual respect for each other’s expertise and motivation. Our staff have the experience, professionalism and confidence to handle any issues as they emerge in a pragmatic manner. Escalation is transparent and Executive Directors and Compliance will engage to resolve matters where appropriate. From our experience of operating a wide range of funds with third party Investment Managers, who also fulfil the role of sponsor and distributor, we have first-hand experience of managing the key challenges which can emerge from those relationships.
There are a number of ways in which Thesis Group seeks to manage conflicts of interest internally:
- All employees of the Group are subject to a Personal Account Dealing Policy and process. This is designed to avoid conflicts of interest arising from the acquisition by employees of shares or securities relating to a new fund launch, prospective fund launch, target or acquirer of a Sponsor. A register is maintained by Compliance of all personal account dealing undertaken by employees;
- All employees of the Group are subject to an Inducements, Gifts and Hospitality Policy and process. This is designed to avoid conflicts of interest arising from the offer or receipt of substantial gifts or entertainment, including non‑monetary benefits, that could influence, or be perceived to influence, behaviour in a way that conflicts with the interests of fund investors. In such cases, employees need to seek approval by the Compliance function. This ensures that any potential influence is assessed, recorded, and appropriately controlled before the gift or benefit is accepted.
- All employees of the Group are subject to an Outside Business Interests Policy and process. This is designed to avoid conflicts of interest arising from any scenario where an employee of the Group engages in any external employment, directorships, investments, or undertakes commercial activities (such as family businesses or voluntary roles), that could conflict with their responsibilities to the firm or its clients.
- A remuneration policy which means that there is no direct link between the remuneration of employees engaged in one part of the Group with the remuneration of/or revenues generated by those employees in another part of the Group;
- Systems and controls, such as clear job descriptions and reporting lines and independent oversight and monitoring by compliance are designed to prevent or limit any employee from exercising undue influence over the way in which staff carry out services or activities;
- Documented policies and procedures covering key business areas and processes;
- Segregation of key duties to provide control and oversight of processes;
- Senior management emphasis on effective conflicts management;
- Whistleblowing arrangements for anyone concerned that a conflict has arisen, that is not being properly addressed;
- Annual certification by all employees that all conflict circumstances, actual and potential, that they are aware of have been elevated and addressed;
- Conflicts of interest training to employees on joining the company and periodically thereafter;
- The use of physical means to protect against the inappropriate exchange of sensitive information between various parts of the business where applicable;
- A voting rights policy (covering corporate events) which requires the exercise of such rights to be undertaken in the best interests of fund investors and for conflicts to be prevented or managed in line with COLL/FUND; and
- Active consideration of potential conflicts of interest and their effective management before launching a new fund/product or taking on a new Sponsor.
Governance of Conflicts
Conflicts of Interest Governance Framework
The Thesis Group Board are ultimately responsible for the management of conflicts, and for the framework as a whole, which will include conducting an annual review of the Policy.
Board Delegated Responsibility and Oversight:
The Board has delegated day‑to‑day responsibility for the identification, assessment, and management of conflicts of interest to the Tutman Management Committee (TMC), Tutman Fund Solutions Governance Committee (TGC) and the Thesis Asset Management Group (TMG). Conflicts of interest are a standing agenda item at each of these committees. At this level, new and existing conflicts are discussed in detail, together with the proposed or existing mitigating controls. Following committee review, relevant entries are recorded or updated on the appropriate Conflicts of Interest Register.
Conflicts are escalated through two distinct governance channels:
Monthly:
Conflicts identified are escalated to the TMC, TGC and TMG Executive meetings each month. This ensures timely visibility of emerging issues, operational challenges, or changes in conflict status.
Quarterly:
On a quarterly basis, the Boards receive a consolidated report of all new and existing conflicts recorded on the Register. The Boards review, challenge, and ratify both the conflicts themselves and the adequacy of the associated mitigating controls. This quarterly review forms a key part of the Group’s overall governance and assurance framework.
Compliance Responsibilities:
Compliance owns and operates the processes relating to Personal Account Dealing, Outside Business Interests, and Gifts & Entertainment. In addition, Compliance provides oversight of conflict‑related processes owned by the business, ensuring that controls are applied consistently and that any emerging risks are escalated through the appropriate governance channels.
Compliance will also act on a consultancy basis as necessary, providing advice and guidance when/where sought in relation to actual and/or perceived conflicts identified and the proposed actions to mitigate / manage those conflicts.
Monitoring of Conflicts of Interest Management will also feature as part of the rolling programme of Compliance monitoring reviews, taking a risk-based approach. This ensures an appropriate first line / second line segregation of duties.
Where do we log Conflicts of Interest?
Conflicts of interest are logged on the relevant internal Conflicts of Interest Register(s).
Note that these are internal register(s) and must not be disclosed without Compliance authorisation.
New conflicts are reported through the Committees, Sub-Committees and Compliance as appropriate.
TMC, TMG and TGC committees will retain a master version of the register, which will be a monthly standing agenda item.
If we cannot manage a Conflict of Interest?
The FCA has set out disclosure of conflicts requirements which must be followed by Thesis Group.
The FCA Handbook (SYSC) and the AIFM Regulations requires the senior management of a firm to segregate tasks and responsibilities that may be regarded as incompatible with each other or which may potentially generate systematic conflicts of interest.
Thesis Group is also required to assess whether its operating conditions may involve any other material conflicts and disclose to the funds that it manages and their investors any such conflicts that cannot be prevented.
If this is the case, then the Chief Executive Officer and Compliance must be consulted and approve any written document.
TUTMAN - examples of Conflicts of Interest
The following scenarios have been identified as potentially giving rise to a conflict of interest, actual situations of which are detailed in the relevant Conflicts of Interest Register(s).
- Where the Group is discretionary portfolio manager for more than one fund, in particular in respect of issues relating to allocation;
- We are acting as investment manager for a Sponsor where another Group entity is acting either as investment manager or scheme operator
- An investment in Tutman funds by Thesis Asset Management staff where an activity is known to be occurring/proposed in a Tutman fund;
- Where an employee of the Group engages in personal account dealing in respect of securities and the firm has a Sponsor with an interest that potentially conflicts with such dealing
- Where one part of a multi-service financial institution is used by another part of the same institution which owes fiduciary obligations, e.g. an investment manager placing orders with affiliated broker dealers;
- Where substantial gifts and entertainment (including non-monetary gifts) are received that may influence behaviour in a way that conflicts with the interests of the fund investors;
The following are examples of the specific conflicts of interest that frequently arise in the independent ACD model and are taken from the conflicts of interest register. The register provides further detail relating to the nature of the conflict and the associated control.
- Tutman declines to pursue class actions due to the time involved and the fact that the benefits fall to the fund as opposed to Tutman. Our rate card does not remunerate our firm for the time spent.
- Tutman declines entering into projects with a third party administrator (TPA) which may ultimately improve investor outcomes and/or the efficiency of operations due to the level of costs that Tutman will have to pay the TPA.
- Underlying investor(s) are able to influence the Investment Manager in such a way that the firm makes investment decisions which are of a greater personal benefit to some investors than others or that cannot amount to being "independent" (note COLL 6.6A2R (2) and (6)).
- Requests by fund Sponsor to waive dilution levy;
- Different opinions on valuation of assets;
- Different opinions on whether a breach has occurred;
- An unwillingness to accept recommendations from our due diligence program;
- An unwillingness to waive or cap fees when a fund becomes sub scale or no longer delvers value;
- Requesting changes to a fund which benefit the manager as opposed to the investor;
- A lack of transparency;
- A different understanding of the role of an independent AFM;
- Wanting to invest in in house funds and collect a fee.
- Pressure from the sponsor to proceed with FCA applications sooner than our governance arrangements permit
Note that this list is not intended to be exhaustive; other situations may occur which give rise to an actual or potential conflict of interest arising.
Principal Regulatory Considerations
Principle 8 of the FCA’s Principles for Business states:
“A firm must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client “
With the introduction of Consumer Duty (31/7/23) the FCA introduces a new Principle for Businesses, namely Principle 12: “A firm must act to deliver good outcomes for retail customers”.
Under SYSC 10 the Firm is required to take all reasonable steps to identify and avoid or, where avoidance is not possible, to manage a, monitor and (where applicable) disclose conflicts of interest between:
(a) The Firm (or its Employees or any Group member); or
(b)Two or more clients of the Firm.
With respect to Tutman regulation 13 of the European Union (Alternative Investment Fund Managers) Regulations 2013 (the “AIFM Regulations“) states that:
“An AIFM shall take all reasonable steps to identify conflicts of interest that arise in the course of managing alternative investment funds between
(a) the AIFM, including its managers, employees or any person directly or indirectly linked to the AIFM by control, and the AIF managed by the AIFM or the investors in that AIF;
(b) the AIF or the investors in that AIF, and another AIF or the investors in that AIF;
(c) the AIF or the investors in that AIF, and another client of the AIFM;
(d) the AIF or the investors in that AIF, and a UCITS managed by the AIFM or the investors in that UCITS;
(e) two clients of the AIFM;”