1. Purpose and scope
MARKST LTD (“markst”, “we”) operates the Verus valuation platform for private credit. Because our output is a valuation — a number on which clients, their auditors, and their regulators rely — any real or perceived conflict of interest between markst and a counterparty, data provider, or employee's personal interest is material. This policy applies to:
- all directors, officers, employees and contractors of markst;
- every engagement with a client, prospect or service provider;
- every valuation, methodology release, and advisory interaction;
- every material decision taken by the firm that could affect the integrity of an output.
2. Independence posture
markst is an independent valuation firm. The following are prohibited at the firm level and codified in this policy:
- No proprietary trading or positions. markst does not trade, hold, underwrite, sponsor, originate, or broker private credit instruments — nor any instrument in the capital structure of an obligor whose facilities we value. The firm has no balance-sheet exposure to any asset on which it produces a valuation.
- No success- or outcome-linked fees. Fees are fixed in the order form in advance, on the positions covered and the valuation cadence, and are not contingent on the level, direction, or acceptance of any valuation output. Re-runs within the coverage period are not billed.
- No commissions, rebates, or kickbacks from managers, sponsors, issuers, borrowers, data vendors, trading venues, or any other party whose interest could be affected by a Verus output. markst will not accept them; employees will not solicit them.
- No paid research. markst does not sell “sponsored” research, sell reference coverage to issuers, or produce tailored marks designed to support a manager's marketing materials.
- No advocacy. markst does not act as an advocate for a client, counterparty or portfolio company in restructuring, enforcement, recovery, or negotiation. Where a restructuring engagement is required, a separate scope under an independent team is required (see §7).
3. Personal-account dealing (PAD)
All personnel are subject to a personal-account dealing policy that prevents employees from dealing in any instrument where markst or they personally may have a conflict:
- Pre-clearance of all personal trades in single-name credit instruments (bonds, loans, CDS, equities of any obligor covered by Verus), through the Compliance Officer.
- A default 30-day holding period on cleared trades, and a blackout on any instrument during the 10 business days preceding and 2 business days following publication of a material methodology change or a material revaluation.
- A ban on dealing in any instrument covered by a live client engagement for the duration of that engagement.
- Annual certification of brokerage account holdings by every person covered by the policy.
- Passive, diversified vehicles (broad-market index funds, ETFs without a single-name concentration in scope) are exempt from pre-clearance, subject to reporting.
4. Outside business activities
Employees must disclose in writing, and obtain written approval for:
- directorships, trusteeships, or officer roles at any other entity;
- any remunerated or material unremunerated engagement with a client, counterparty, data vendor, or regulator;
- advisory roles, board observer seats, or consultancies in the credit, valuation, fintech, or financial-services sectors;
- any investment of more than 1% in a private company whose sector or instruments are in scope of Verus coverage.
Approvals are recorded on the Conflicts Register (see §9) and reviewed annually. Any unapproved outside activity that creates a conflict is a disciplinary matter.
5. Gifts & entertainment
- No gift may be accepted from a counterparty with which markst has an open engagement.
- Gifts and entertainment from other parties are capped at £150 per item and £500 per giver per calendar year. Anything above the item cap must be declined or donated; the aggregate cap must be logged and is subject to Compliance Officer sign-off.
- Hospitality tied to a Verus procurement cycle or an outstanding commercial negotiation is prohibited.
- All gifts and entertainment — given or received — are recorded on a central register. The register is reviewed quarterly by the Compliance Officer and annually by the board.
- Political donations by the firm are prohibited; personal political activity by employees is not restricted but must not use firm resources or imply a firm position.
6. Data-vendor and reference-data neutrality
Verus ships with reference datasets (BSL universe, BDC holdings) sourced under commercial licence or from public filings. To prevent a data-vendor tie from influencing outputs:
- No data vendor, index provider, or benchmark administrator receives payment from markst that is contingent on its benchmark being selected as the default inside Verus.
- Where a public-data source (e.g. SEC EDGAR filings, DTCC SDR prints, FRED public-domain series) is used in the methodology, it is identified by name in the output run and in the published methodology.
- Commercial arrangements with data vendors are disclosed to clients on request and disclosed in procurement questionnaires by default.
7. Client conflicts and separation of roles
Because multiple clients may hold positions in the same obligor or facility, markst observes the following:
- Methodology neutrality. The same methodology release is applied to every client; client-specific overrides are confined to inputs (the deal terms, the assumption set) and are explicitly logged on each run.
- No “accommodation marks.” An output is never adjusted to meet a client's requested level. A client may request a re-run with different inputs, which is logged; Verus does not adjust outputs to reach a target.
- Information barriers. Portfolio data loaded by one client is not accessible to any other client, to markst staff working on another client's engagement, or to anyone working on methodology release engineering. Access is enforced by tenant-scoped data controls and reviewed in the audit trail.
- Engagement separation. Any advisory or restructuring engagement requested by a client is scoped under a separate engagement letter, staffed by individuals not involved in the same client's valuation production, and disclosed to any other affected counterparty where we are able to do so without breaching confidentiality.
- Ownership and control. markst is independently owned. Any change of control that introduces a shareholder with positions in private credit would trigger disclosure to clients and a review of affected engagements.
8. Methodology governance
Methodology changes can move marks. To prevent a change from being made to benefit a particular client or position:
- Methodology releases are semver-versioned, documented, reviewed, and applied firm-wide; per-client carve-outs at the engine level are prohibited.
- The person who proposes a methodology change cannot be the sole approver; a four-eyes review is required (see /methodology).
- Where a methodology release could materially affect an outstanding engagement or client position, the release is disclosed to affected clients before it takes effect.
9. The Conflicts Register
markst maintains a Conflicts Register that records:
- disclosed conflicts (personal, outside activity, gifts, client-related);
- the mitigation or remedial action taken;
- the individual(s) approving the mitigation;
- the date of the next review.
The Register is held by the Compliance Officer, reviewed quarterly, and a summary is presented to the board annually. Relevant extracts are made available to clients under confidentiality where a specific engagement is affected, and to auditors and regulators on request.
10. Escalation and decision rights
Where a conflict cannot be prevented:
- the individual must disclose the conflict immediately to the Compliance Officer;
- the Compliance Officer records the conflict on the Register and proposes a mitigation (information barrier, recusal, reassignment, disclosure to the affected counterparty, or, in the last resort, declining the engagement);
- where a material conflict cannot be mitigated and would otherwise bias a valuation output, markst will decline the engagement or, for an active engagement, resign from it;
- the board is notified of any material conflict and any engagement declined or resigned on conflict grounds.
11. Disclosure to clients
markst will disclose to the relevant client, without undue delay and before any affected Verus output is issued, any conflict that a reasonable client would consider relevant to its reliance on that output. The form of disclosure (written, in-run annotation, or in a formal letter) is proportionate to the materiality of the conflict. Silence is not an acceptable default.
12. Whistleblowing
Any employee, contractor, or external party may raise concerns about a possible conflict of interest, inappropriate influence on a valuation output, or a breach of this policy, without reprisal, through:
- whistleblowing@markst.com — monitored by the Compliance Officer outside the normal management chain.
- For concerns involving the Compliance Officer, direct contact with the board via board@markst.com.
- External routes (UK Public Interest Disclosure Act 1998 prescribed persons, or the Information Commissioner's Office where the concern relates to data protection) remain available at all times.
Reports are handled in confidence, investigated, and the reporter is protected from detriment.
13. Review and enforcement
- This policy is reviewed at least annually by the Compliance Officer and approved by the board.
- Breaches are disciplinary matters up to and including termination, and where relevant are reported to the Board, the affected client, and any regulator with a legitimate interest.
- The policy is made available in full on this page. Material changes are versioned and, where relevant, clients are notified.
14. Related documents
- /methodology — how a Verus valuation is produced (neutral-methodology commitment).
- /trust — technical controls that back information-barrier and tenant-isolation commitments.
- /legal/ai-usage — where AI is and is not used; integrity of the pricing path.
- /about — independent ownership and posture.
15. Contact
Conflicts disclosures, questions on this policy, or requests for an extract of the Conflicts Register relevant to an engagement: compliance@markst.com. General enquiries: legal@markst.com.