I. INTRODUCTION

Switzerland has adopted the Swiss Federal Act on Financial Services (FinSA) and its implementing ordinance (FinSO). They came into force on 1 January 2020.
This legislation aims to improve investor protection.
 
GSK and Partners SA (hereinafter: "the Company" or "the asset manager") is subject to this law insofar as it practices asset management and portfolio advice.
 
This brochure reflects the state at 12.06.2025. Should this document be amended, the latest version will be made available to the Company's customers.
 

II.  OBLIGATION TO PROVIDE GENERAL INFORMATION ABOUT THE FINANCIAL SERVICE PROVIDER

 
A. Contact information, scope of practice and supervisory regime
The Company is a company incorporated under Swiss law registered in the Commercial Register of the Canton of Geneva since 20.11.2020.
 
The Company's head office and offices are located at Geneva.
 
Its contact details are as follows:
-      Phone Number: +41 22 318 78 78
-      Email: info@gskpartners.ch
 
The Company offers discretionary wealth management and portfolio advisory services to Swiss and foreign clients.
 
Since 1 January 2020, it has been subject to the Federal Act on Financial Institutions (FinIA). It holds an "Asset Manager" licence within the meaning of Articles 17 et seq. FinIA, which was issued to it by FINMA on 14.07.2022.
 
The Supervisory Authority (SO), to which the Company is subject under Article 43a of the Swiss Financial Market Supervisory Act (FINMASA), is as follows:
-     Name:SO-FIT
-     Address: 2, Rue Pedro-Meylan, 1208 Genève
-     Telephone: :+41 (0)22 700 73 20
-     Email: info@so-fit.ch
 
B. Professional secret
The Company is obliged to observe professional secrecy in the context of its business relationship with the client and to treat all specific data, information and documents about the client received in the course of the business relationship confidentially. This obligation continues after the termination of the contractual relationship.
 
C.  Dormant active ingredients
Sometimes contact with customers is broken and assets subsequently become dormant. These assets can be permanently forgotten by customers and their heirs. The following is recommended to avoid losing contact:
–     Changes of address and name: Please inform us immediately if you change your place of residence, address or name.
–     Special instructions: Please inform us in case of long absences of the redirection of correspondence to a third party address or reluctance to correspondence as well as your availability in case of emergency during this period.
–     Granting proxies: It may be desirable to appoint an authorized person, whom the Company can contact in the event of loss of contact.
–     Trusted person and testamentary disposition: Another way to avoid a loss of contact is for a trusted person to be informed of the relationship with the asset manager. However, the Company may only provide information to such a trusted person if authorized to do so in writing. In addition, the assets concerned can be mentioned in a will, for example.
 
D.  Mediation procedure with a mediation body approved by the Federal Department of Finance
Financial service providers such as the Company must be affiliated with a mediation body. Disputes between a financial service provider and a customer can thus be settled by mediation, which does not, however, exclude legal proceedings. The mediation procedure is fair, fast, impartial and inexpensive for the client, or even free of charge.
The Society is affiliated with the following ombudsman body:
-     Name: Swiss Arbitration Center
-     Address: Löwenstrasse 11, 8021 Zürich
-     Phone: 044 217 40 58

III.  INFORMATION ON GENERAL RISKS RELATED TO FINANCIAL SERVICES AND FINANCIAL INSTRUMENTS

 
A. Discretionary Asset Management
a. Generally
The Company offers discretionary portfolio management services. In this context, the client entrusts assets to the Company and mandates it to invest them on its behalf in financial instruments. The asset manager manages the assets that the client has deposited with a custodian bank in the client's name, on behalf of and at the client's risk. The asset manager ensures that the transactions he or she carries out correspond to the client's profile and the agreed investment strategy and that the portfolio structure is appropriate. Investment decisions are wholly owned by the Company (without prior consultation with the client).
Such an asset management activity generates transactions in financial instruments that are associated with more or less significant opportunities and risks depending on the investment strategy agreed with the client. It is therefore important for the client to understand these risks before resorting to the use of this financial service and defining an investment strategy.
 
In the context of asset management, the asset manager carefully selects the investments to be included in the portfolio within the framework of the market offer taken into consideration. The asset manager ensures an appropriate allocation of risks, insofar as the investment strategy allows it.
 
The asset manager regularly informs the client about the agreed and provided asset management.
b.       Risks
In the context of asset management, there are in principle risks that fall within the client's sphere of risk and are therefore borne by the client:

• Risk related to the chosen investment strategy : Various risks may arise from the investment strategy chosen and accepted by the client. The customer assumes these risks in full. A presentation of the risks and an explanation of the corresponding risks are provided before the investment strategy is adopted.
• The risk related to the loss of value of the financial instruments in the portfolio : This risk, which may vary depending on the financial instrument, is entirely borne by the client. For the risks associated with the individual financial instruments, please refer to the brochure "Risks inherent in trading in financial instruments" of the Swiss Bankers Association.
• The risk of information on the part of the asset manager or the risk that the asset manager has too little information to be able to make an informed investment decision: When managing assets, the asset manager takes into account the client's financial situation and investment objectives. If the client provides the asset manager with insufficient or inaccurate information regarding its financial situation and/or investment objectives, there is a risk that the asset manager will not be able to make investment decisions that are suitable for the client.
• Risk as a qualified investor in collective investment schemes: Clients who use asset management in the context of a long-term asset management relationship are considered qualified investors within the meaning of the Collective Investment Schemes Act. Qualified investors have access to forms of collective investment schemes that are exclusively open to them. This status allows a wider range of financial instruments to be taken into account in the design of the portfolio. Collective investment schemes for qualified investors may be exempt from regulatory requirements. These financial instruments are therefore not or only partially subject to Swiss regulations. This can lead to risks, such as in terms of liquidity, investment strategy or transparency. Detailed information on the risks arising from a particular collective investment scheme can be found in the instruments of incorporation of the financial instrument and, where applicable, in the basic information sheet and prospectus.

 
In addition, asset management involves risks that fall within the sphere of risk of the asset manager and for which the asset manager is liable to the client. The asset manager has taken appropriate measures to counter these risks, in particular by respecting the principle of good faith and the principle of equal treatment when processing client orders. In addition, the asset manager ensures the best possible execution of client orders.
 
B. Investment Advisory Services
a.     Generally
As part of an investment advisory mandate, the Company advises the client on transactions in financial instruments, taking into account his portfolio. To this end, the Company ensures that the recommended transaction corresponds to the investment objectives (suitability test) or the investment strategy agreed with the client. The client then decides for himself to what extent he wishes to follow the Company's recommendation.
In the event of portfolio advice, the client is entitled to receive personal investment recommendations that suit him. Investment advice is provided on a regular basis, at the initiative of the client or at the initiative of the Company. In doing so, the Company advises the client to the best of its knowledge and with diligence.
The Company regularly checks whether the portfolio structuring for investment advice is in line with the agreed investment strategy. If it is found that there is a deviation from the agreed structuring, the Company will recommend a corrective action to the client.
 
The Company provides two types of investment advisory services:
 
                                i.     Investment Advisory Services without Execution Services
This service includes the following:

• Wealth Oversight Services
• Wealth oversight is comprised of developing a wealth strategy and investment guidelines, be the central point for the coordination of controls and record keeping, monitor tax and regulatory issues pertaining to holding structures, provide regular ongoing reporting, and examination and monitoring of corporate and trust structures for the Client and its family. The Advisor will not provide directly any legal, tax, accounting, estate planning or similar advice (unless otherwise agreed with the Client) but will ensure the selection, as required, the coordination and monitoring between various experts providing such advice.
• Structuring and Monitoring Investment Portfolios Services
• Structuring and monitoring investment portfolios consists of the monitoring and coordinating the execution of the wealth strategy, determine appropriate asset and risk allocations to match the wealth strategy, identify investment opportunities and performance management. The Advisor may also select asset managers acting on behalf of the Client, and provide an ongoing review of their respective performance, investment methodology and process.
• Investment Administration Services
• Investment administration involves consolidated account reporting, monitoring asset aggregation, monitoring investment redemption policies, distributions and corporate actions, income reporting and cash management.
   
  This service involves the granting of a right to information over the advised portfolio(s) in favor of the Company.
   
                                  ii.     Investment Advisory Services with Execution Services
  In addition to the investment advisory services (as described above), the execution services will include receiving and transmitting Client’s investment order) to the depositary banks upon provision by the Client of a specific power-of-attorney accepted by the depositary bank.
   
  This service involves the granting of a power-of-attorney over the advised portfolio(s) in favor of the Company.
   
  b.     Risks
  In addition to the risks mentioned above in the context of asset management, there are in principle additional risks in the case of an advisory mandate that fall within the client's sphere of risk and are therefore borne by the client:
• The risk that as a result of advice, the client places the order too late, which could result in losses: The recommendations made by the Company are based on market data available at the time of the advice and are only valid for a short period of time due to market volatility.
• Risk as a qualified investor in collective investment schemes: Clients who use investment advisory services on the portfolio as part of a long-term investment advisory relationship are considered qualified investors within the meaning of the Collective Investment Schemes Act. Qualified investors have access to forms of collective investment schemes that are exclusively open to them. This status allows a wider range of financial instruments to be taken into account in the design of the portfolio. Collective investment schemes for qualified investors may be exempt from regulatory requirements. These financial instruments are therefore not or only partially subject to Swiss regulations. This can lead to risks, such as in terms of liquidity, investment strategy or transparency. Detailed information on the risks arising from a particular collective investment scheme can be found in the instruments of incorporation of the financial instrument and, where applicable, in the basic information sheet and prospectus.

 
In addition, investment advice on the portfolio gives rise to risks that fall within the Company's sphere of risk and for which the Company is responsible to the client. The Company has taken appropriate measures to counter these risks, including by adhering to the principle of good faith and the principle of equal treatment when processing client orders. In addition, the Company ensures the best possible execution of client orders.
 
C. Market offer taken into consideration
The market offer taken into account in the selection of financial instruments covers third-party financial instruments but also financial products (in particular AMCs and funds) in which the Company assumes specific tasks (advisory, management or any other function related to the said investment vehicle). The Company waives any remuneration for the tasks it assumes with regard to financial products that would be taken into account in the market offer.
 
D.  Risks related to financial instruments
Transactions in financial instruments are associated with opportunities and risks. As part of the investment strategy agreed with you, we use various financial asset classes, each with its own characteristics and risks.
The main asset classes used are:

• Shares : Securities representing a share of ownership in a company, with potentially high returns but also a significant or even total risk of capital loss. Shareholders are only reimbursed after all other creditors of the company have been disinterested. Equity risk is also influenced by the company's capitalization, financial strength and sector performance.
• Bonds : Debt instruments that offer fixed income, are less volatile than equities but are sensitive to fluctuations due to insufficient demand, rising interest rates or a decline in the issuer's creditworthiness.
• Money Market: Short-term instruments such as treasury bills, certificates of deposit, and commercial paper. These instruments are used for short-term liquidity management due to their short maturity, which reduces their sensitivity to interest rates. However, while they are generally lower risk, they are susceptible to credit and market risks, particularly during periods of economic volatility or changes in interest rates.
• Collective investment schemes : Collective investment schemes are contributions made by investors to be administered jointly on behalf of them. They allow you to make broadly diversified investments by investing small amounts. The risk of the product depends mainly on its underlying strategy, but also on the normative framework. Regulated and diversified Swiss and European products generally present less risk than offshore funds.
• Structured products and derivatives : Financial instruments based on underlying assets such as indices, stocks, or bonds. Their return is linked to the performance of these underlyings, but they also involve credit risk, as they only confer a claim against the issuer. The policyholder is thus exposed to the double risk (negative evolution of the underlying and issuer risk).
• Precious metals : Investments in gold, silver, and other metals, used as a hedge against inflation and economic crises, while exhibiting inherent volatility.

In addition, the specific risks inherent in the financial instruments offered are described in the SBA's brochure "Risks inherent in trading in financial instruments" (see Appendix 1). We invite customers to read the brochure carefully and we remain available to answer any questions.
 
E.  Concentration risks
In portfolio management, the concentration of investments can lead to increased financial risk. This risk arises when significant allocations are dedicated to specific products or issuers, thereby reducing diversification and increasing the portfolio's sensitivity to adverse fluctuations. To assess and monitor these situations, we use the following indicators, among others:

• Individual products: An allocation of 10% or more of the portfolio to a single financial product is considered concentrated. This can amplify the impact of a drop in the performance of this product on the entire portfolio.
• Individual issuers: An allocation of 20% or more to instruments issued by a single issuer is also concentration risk, as it is directly dependent on the financial health of that issuer.

The client's attention is specifically drawn to the fact that such a concentration, while it may be intentional to meet certain strategic objectives, carries increased financial risks. These situations require special attention in the context of investment strategy and risk management.
By signing the mandate, the client accepts these practices and understands the risks associated with them.
 
F.  Management of conflicts of interest
a.     Generally
Conflicts of interest may arise if the Company :

• may obtain a financial benefit to itself or avoid financial loss to customers in violation of good faith;
• has an interest in the outcome of a financial service provided to customers that is contrary to that of customers;
• has a financial or other incentive, in the context of the provision of financial services, to place the interests of certain customers above the interests of other customers; or
• accepts an inducement in the form of financial or non-financial benefits or services from a third party in violation of good faith in connection with a financial service provided to the customer.

 
Conflicts of interest may arise in connection with the financial services provided by the Company. They result in particular from the coincidence of:

• several orders of customers;
• client orders involving the Company's own activity or other patrimonial interests; or
• client orders with transactions of the asset manager's employees.

 
In order to identify conflicts of interest and prevent them from having a negative effect on the client, the Company has issued internal guidelines and taken organizational precautions:

• The Company has established an independent control function that continuously monitors the investments and transactions of the Company's employees as well as compliance with market conduct rules. Through effective control and sanction measures, the Company can avoid conflicts of interest.
• When executing orders, the Company respects the principle of priority, i.e. all orders are immediately recorded in the chronological order of their receipt.
• The Company requires its employees to disclose mandates that may lead to a conflict of interest.
• The Company designs its remuneration policy in such a way as not to create incentives for behaviour that violates its contractual duties.
• The Company regularly trains its employees and ensures that they have the necessary specialized knowledge.
• The Corporation consults with the comptrollership function in the event of a potential conflict of interest and seeks approval from the comptrollership.

In the context of the financial services offered, the Company has identified a conflict of interest and informs its clients about it in complete transparency:

• Remuneration received from third parties (see letter b below ).

 
No other conflicts of interest have been identified by the Company.
 
b.     Economic links with third parties in connection with the service offered
The Company may receive remuneration from third parties (commissions, retrocessions, rebates or any other benefits) in connection with the financial services provided. The Company informs its clients in the mandates in full transparency of the amount received and ensures that their interests are protected in the event of conflicts of interest.