Conflicts of Interest Policy

Effective Date: April 2026

The integrity of Ladd & Co. ("the firm") depends on the trust of its clients and the independence of its advice. This Conflicts of Interest Policy summarises the framework the firm applies to identify, prevent, manage, and where appropriate disclose conflicts of interest arising in the course of its work.

This summary is provided for the information of clients, professional intermediaries, and counterparties. It is not a comprehensive description of the firm's internal procedures.

1. What is a Conflict of Interest

For the purposes of this Policy, a conflict of interest may arise where:

the interests of one client materially conflict with the interests of another client of the firm;
the interests of the firm (or of a person connected with the firm) materially conflict with the interests of a client;
the firm is required to act for two parties on opposite sides of a transaction or matter;
a personal interest, relationship, gift, payment, or other inducement is, or may reasonably be perceived to be, capable of influencing the firm's judgement in respect of a client;
the firm holds material non-public information arising from one engagement that is relevant to another engagement;
the firm is in a position where its advice could be affected by considerations other than the best interests of the client to whom it is providing the advice.

Conflicts may be actual or potential, and include conflicts that are reasonably likely to arise.

2. Principles

The firm's approach to conflicts is governed by the following principles:

Identification first. Conflicts are identified at the earliest practicable point — at enquiry, at engagement, and on an ongoing basis as engagements develop.
Independence. The firm's role is to provide independent advice and execution to its clients. Where independence cannot be preserved, the engagement is not accepted, or the existing engagement is appropriately managed or terminated.
Prevention over management. Where a conflict cannot be prevented or eliminated, it is managed only where management is appropriate, with the informed consent of the affected clients where required.
Disclosure as a last resort. Disclosure of a conflict to a client is not a substitute for the firm's primary obligation to act in that client's best interests; disclosure alone does not cure a conflict that ought to be prevented.
Confidentiality preserved. The management of any conflict does not override the firm's confidentiality obligations to other clients.

3. Identification of Conflicts

The firm maintains internal procedures for identifying conflicts at multiple stages:

At enquiry — initial conflict checks are conducted before substantive engagement with a prospective client or matter.
At engagement — full conflict review is conducted before the execution of an engagement agreement, including review of the parties involved, the nature of the matter, and any related parties or counterparties.
Throughout the engagement — conflict checks are repeated as new parties become involved, as the scope of the engagement evolves, and at material milestones.
At new engagements — when accepting new engagements, the firm considers whether they give rise to conflicts with existing or recently concluded engagements.

The firm maintains internal records of conflict assessments and the basis on which decisions to accept, decline, or manage matters have been made.

4. Prevention and Management Measures

The firm applies, as appropriate to the circumstances, the following measures to prevent or manage conflicts:

Declining the engagement — where a conflict cannot be appropriately managed, the firm declines to accept the engagement or, in the case of an existing engagement, withdraws on appropriate notice and in a manner that minimises prejudice to the client.
Information barriers — where appropriate, the firm separates teams, files, and systems so that confidential information held in connection with one engagement is not accessible to personnel working on another. The firm's distributed operating model and access controls support the operation of effective information barriers.
Personnel separation — separate teams or principals are assigned to engagements where the same personnel could not act for both clients without compromising independence.
Disclosure and consent — where a conflict can be appropriately managed and applicable professional standards permit, the firm discloses the conflict to the affected clients and proceeds only with the informed consent of those clients.
Termination — where a conflict that is incapable of being managed arises during the course of an engagement, the firm withdraws from one or more affected engagements.

5. Personal Conflicts

Personnel of the firm are required to identify and disclose to the firm any personal interests, relationships, investments, directorships, family connections, or other circumstances that could give rise to, or be perceived to give rise to, a conflict with a client engagement.

Personnel may not:

act for or against an entity in which they hold a material personal interest without the prior written approval of the firm;
accept gifts, hospitality, or other benefits that are or could reasonably be perceived to be intended to influence their judgement;
use confidential information obtained in the course of an engagement for personal advantage or for the advantage of any person other than the client;
engage in trading or investment activity that could give rise to a conflict with a client engagement, except in accordance with the firm's internal procedures.

6. Inducements, Gifts, and Hospitality

The firm does not offer or accept inducements that compromise, or could reasonably be perceived to compromise, its independence or judgement. Modest, customary, and infrequent gifts and hospitality may be acceptable, subject to the firm's internal limits and approval procedures, and provided they are not extended in connection with a specific decision or transaction in a manner that would create the appearance of impropriety.

7. Outside Engagements and Investments

Personnel of the firm may, with the firm's approval and subject to ongoing disclosure obligations, hold outside investments, board appointments, advisory roles, or other interests. The firm assesses such interests for potential conflicts and applies restrictions, recusal requirements, or other measures as appropriate.

8. Related-Party Transactions

Where a client engagement involves a counterparty, intermediary, or other party in which the firm or its personnel hold an interest, the relationship is disclosed to the affected client and the engagement is structured (or declined) consistent with this Policy.

9. Co-Investment and Origination

In connection with co-investment and origination activities, the firm may act for, alongside, or in connection with multiple parties whose interests are not perfectly aligned. The firm manages these situations through clear allocation of role and scope, separation of confidential information, and disclosure to clients where appropriate.

The firm does not, in connection with any origination or co-investment activity, hold itself out as providing investment advice to any person whom it has not formally engaged as a client under a written engagement agreement.

10. Record-Keeping and Review

The firm maintains records of conflict assessments and decisions taken, and reviews this Policy periodically to reflect changes in the firm's activities, personnel, regulatory environment, and risk profile.

11. Limitation

This Policy is provided for general information. It does not create any rights, obligations, or representations in favour of any client, counterparty, or third party. The terms on which the firm provides services to any specific client are governed by the relevant engagement agreement.

12. Contact

For questions regarding the firm's approach to conflicts of interest, please contact:

Ladd & Co. Email: office@laddco.com Website: laddco.com

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