Policies

Privacy Notice

Introduction

Your privacy is very important to us. This notice (this “Privacy Notice”) is provided by Brummer & Partners Asset Management (UK) Ltd (the “Investment Manager”) and sets forth our policies for the collection, use, storage, sharing, disclosure (collectively, “processing”) and protection of personal data. Capitalised terms used but not defined herein have the meanings assigned to them in the Confidential Private Placement Memorandum of the funds, as may be supplemented, updated or modified from time to time (the “Memorandum”).

References to “you” or an “investor” in this Privacy Notice means any individual, any investor who is an individual, or any individual connected with an investor who is a legal person, as applicable.

This Privacy Notice also explains how we use the personal information that we collect or generate both in relation to this website, our offices, staff and applicants, our products and services and in the course of carrying on our commercial activities. We may amend this notice from time to time.

Who to contact about this privacy notice

This Privacy Notice is being provided in accordance with the applicable requirements under the privacy and data protection laws that apply in the jurisdictions where we operate (collectively, the “Data Protection Laws”). The funds managed by the Investment Manager are considered to be data controllers in respect of any personal information we hold about you for the purposes of certain Data Protection Laws. This means that each of the funds and the Investment Manager (alone or jointly, as applicable) determines the purposes and the means of the processing of your personal information.

Please contact our Compliance Officer Robert.young@brummer.se or by writing to the following address Brummer & Partners Asset Management (UK) Ltd, 20 Thayer Street, London, W1U 2QN, United Kingdom with any questions about this Privacy Notice or requests with regards to the personal data we hold.

Please note that the Administrator and the Prime Brokers work under a range of professional and legal obligations that require them to process personal data (e.g., anti-money laundering legislation). To meet the requirements of such obligations, they, from time to time, would not be acting on our instructions but instead in accordance with their own respective professional or legal obligations and therefore as data controllers in their own right with respect to such processing. For more specific information or requests in relation to the processing of personal data by the Administrator, the Prime Brokers or any other service provider of the funds, you may also contact the relevant service provider directly at the address specified in the Directory section of the Memorandum or by visiting their websites.

The types of personal data we may hold

The categories of personal data we may collect include names, residential or business addresses, or other contact details, signature, nationality, tax identification or passport number, date of birth, place of birth, photographs, copies of identification documents, bank account details, information about assets or net worth, credit history, information on investment activities, or other personal information, such as certain special categories of personal data (including, where relevant, information on political affiliations, ethnic origin, or criminal convictions), as specified under the applicable Data Protection Laws, that may be contained in the relevant materials, documents, or obtained through background searches.

How we collect personal data

We may collect personal data about you through: (i) information provided directly to us by you, or another person on your behalf; (ii) information that we obtain in relation to any transactions between you and us; and (iii) recording and monitoring of telephone conversations with you.

We also may receive your personal information from third parties or other sources, such as our affiliates, the Administrator, publicly accessible databases or registers, tax authorities, governmental agencies and supervisory authorities, credit agencies, fraud prevention and detection agencies, or other publicly accessible sources, such as the Internet.

How we may use personal information

We may process your personal data for the purposes of administering the relationship between you and us (including subscription acceptance, communications and reporting), marketing of our products and services, monitoring and analysing our activities, and complying with applicable legal or regulatory requirements (including anti-money laundering, fraud prevention, tax reporting, sanctions compliance, or responding to requests for information from supervisory authorities, or law enforcement agencies).

We will use one of the permitted grounds under the applicable Data Protection Laws to process your personal information. Such grounds include, for example, circumstances where: processing is necessary to perform our obligations under the Fund Documents or other contractual or operational requirements; we are required to comply with a legal or regulatory obligation applicable to us; or we, or a third party on our behalf, have determined that it is necessary for our legitimate interests to collect and use your personal information, such as if we believe that you have a reasonable expectation for us or a third party to collect or use your personal information for such purpose.

What are the consequences of failing to provide personal information

Where personal data is required to satisfy a statutory obligation (including compliance with applicable anti-money laundering or sanctions requirements) or a contractual requirement, failure to provide such information may result in your subscription in the Fund being rejected or compulsorily redeemed, as applicable. Where there is suspicion of unlawful activity, failure to provide personal data may result in the submission of a report to the relevant law enforcement agency or supervisory authority.

How we may share personal data

We may disclose information about you to our affiliates, service providers (including the Administrator of the funds), or other third parties to accept your subscription, administer and maintain your account(s), or otherwise perform our contractual obligations. We may also need to share your personal information with regulatory, tax or law enforcement authorities to comply with applicable legal or regulatory requirements, respond to court orders, or in the context of regulatory requests for information, administrative proceedings, or investigations. We will also release information about you if you direct us to do so.

It may also be necessary, under anti-money laundering and similar laws, to disclose information about you to facilitate the establishment of trading relationships for the Master Funds with the Prime Brokers, the executing brokers or other trading counterparties.

We may also disclose information about you, or your transactions and experiences with us, to our affiliates or service providers for our everyday business purposes, such as administration of our business, record-keeping, maintaining security of our information technology systems, reporting and monitoring of our activities, investor relations activities, and compliance with applicable legal and regulatory requirements.

Retention periods and security measures

We will not retain personal data for longer than is necessary in relation to the purpose for which it is collected, subject to the applicable Data Protection Laws. Personal data will be retained for the duration of your investment in the funds or other managed account and for a minimum of five years after a redemption of your investment, or liquidation of the fund or other managed account. We may retain personal data for a longer period for the purpose of marketing our products and services or compliance with applicable law. From time to time, we will review the purpose for which personal data has been collected and decide whether to retain it or to delete it if it no longer serves any purpose to us.

To protect your personal information from unauthorised access and use, we apply organisational and technical security measures in accordance with applicable Data Protection Laws. These measures include computer safeguards and secured files and buildings.

We will notify you of any material personal data breaches affecting you in accordance with the requirements of applicable Data Protection Laws.

Monitoring of communications

We may record and monitor telephone conversations and electronic communications with you for the purposes of: (i) ascertaining the details of instructions given, the terms on which any transaction was executed or any other relevant circumstances; (ii) ensuring compliance with our regulatory obligations; and/or (iii) detecting and preventing the commission of financial crime.

We may disclose information you provide to us to companies that perform marketing services on our behalf, such as any placement agent retained by the funds.

Additional information under the Cayman Islands Data Protection Law 2017 (“DPL”)

The funds may share your personal information with its services providers, including the Investment Manager, the Administrator, the Prime Brokers, or others who are located outside the Cayman Islands. It may also be necessary to share your information with the Cayman Islands Monetary Authority or the Tax Information Authority, which may, in turn, exchange this information with foreign tax authorities, regulatory or law enforcement agencies. Any transfer of your personal data by us, our affiliates or service providers outside the Cayman Islands will be carried out in accordance with the DPA.

You have certain rights under the DPA, including: (i) the right to be informed; (ii) the right of access; (iii) the right to rectification; (iv) the right to stop or restrict processing; (v) the right to stop direct marketing; (vi) rights in relation to automated decision making; (vii) the right to seek compensation; and (viii) the right to complain to the supervisory authority. A complaint in respect of the funds may be lodged with the Office of the Ombudsman in the Cayman Islands. Please use the contact details under Who to Contact About This Privacy Notice if you wish to exercise these rights.

Additional information under the UK General Data Protection Regulation

You may have certain rights under UK General Data Protection Regulation (“GDPR”) in relation to our processing of your personal data and any processing carried out on your behalf. These rights include: (i) the right to request access to your personal data; (ii) the right to request rectification of your personal data; (iii) the right to request erasure of your personal data (the “right to be forgotten”); (iv) the right to restrict our processing or use of your personal data; (v) the right to object to our processing or use where we have considered this to be necessary for our legitimate interests (such as in the case of our marketing activities); (vi) where relevant, the right to request the portability of the data; (vii) if your consent to processing has been obtained, the right to withdraw your consent at any time; and (viii) the right to lodge a complaint with a supervisory authority. Please note that the right to be forgotten that applies in certain circumstances under GDPR is not likely to be available in respect of the personal data we hold, given the purpose for which we collect such data, as described above.

A complaint in respect of the Investment Manager may be made to the Information Commissioner’s Office in the United Kingdom.

Due to the international nature of our business, your personal data may be transferred to jurisdictions that do not offer equivalent protection to personal data as under the GDPR (“Third Countries”). In such cases, we will process personal data (or procure that it be processed) in the Third Countries in accordance with the requirements of GDPR, which may include having appropriate contractual undertakings in legal agreements with service providers who process personal data on our behalf in such Third Countries. We may also be required to transfer your personal information to our regulators or government agencies in Third Countries in cases where such transfers are necessary in the context of administrative proceedings, such as requests for information, examinations or investigations, or to other relevant parties in Third Countries where it is necessary for the purposes of establishing, bringing, or defending legal claims, or for another legitimate business purpose, such as compliance with our legal or regulatory obligations under foreign law.

Complaints Procedure

Objective and general policy

We aim to ensure that we treat our customers fairly at all times. Any complaints will be investigated competently, diligently and impartially, assessed fairly and promptly with respect to the subject matter of the complaint, and whether the complaint should be upheld and what remedial action or redress may be appropriate.

The FCA’s Dispute Resolution (“DISP”) handbook sets out the rules relating to the handling of complaints from eligible complainants and MiFID clients. We have determined that we have no eligible complainants under the DISP rules at present and, as such, we are exempt from FCA rules in this area, however, we could receive MiFID complaints (as defined below).

In the limited circumstances in which the FCA requirements with respect to eligible complainants apply to us, we expect such complaints will only relate to certain investors in our AIF(s) who can be categorised as a ‘consumer’ in relation to our regulated activities as the AIFM. The FCA has defined ‘consumer’ as a natural person acting for purposes outside their trade, business or profession (e.g. a high net worth individual could fall within this definition).

Complaints handling procedure

We define complaints as follows with respect to the two categories of complainants:

Eligible complaint – defined by the FCA as meaning ‘any oral or written expression of dissatisfaction, whether justified or not, from, or on behalf of, a person about the provision of, or failure to provide, a financial service which (a) alleges that the complainant has suffered (or may suffer) financial loss, material distress of material inconvenience; and (b) relates to an activity of that respondent, or any other respondent with whom that respondent has some connection in marketing or providing financial services or products, which comes under the jurisdiction of the Financial Ombudsman Service (“FOS”).

MiFID complaint – defined as ‘any oral or written expression of dissatisfaction, whether justified or not, from, or on behalf of, a person about the provision of, or failure to provide, a financial service or a redress determination which alleges that the complainant has suffered or may suffer financial loss, material distress or material inconvenience’. This does not come under the jurisdiction of FOS.

Upon receipt of a Complaint, as defined above, the Chief Executive Officer will ensure that eligible complainants are provided a copy of this document, which constitutes our complaints handling policy, when acknowledging a complaint.

We will endeavor to communicate with you clearly and in plain language that is easy to understand and reply to your complaint without undue delay. As soon as we have made the relevant enquiries and reviewed your complaint we will write to you. If we have reasonable grounds to be satisfied that another respondent may be solely or jointly responsible for the matter alleged in your complaint, we may promptly forward the complaint, or the relevant part of it, in writing to that other respondent. We will inform you promptly in a final response of the reason for forwarding the complaint, including the other respondent’s contact details. Where jointly responsible for the fault alleged in the complaint, we will comply with own obligations under the DISP rules in respect of that part of the complaint we have not forwarded.

We will endeavor to write to you within eight weeks.

All complainants should contact the Chief Executive Officer. Contact details are available from the FCA Register.

Financial Ombudsman Service (“FOS”)

We are required to provide clear and accessible information about the Financial Ombudsman Service (“FOS”) including its website address.

If your complaint is not resolved by us to your satisfaction, and if your complaint falls within the jurisdiction of the FOS, then you may take your complaint to the FOS.

If a business and a customer can’t resolve a complaint themselves, the FOS can give an unbiased answer about what’s happened. If the FOS decide someone’s been treated unfairly, they have legal powers to put things right. In order to contact the Financial Ombudsman Service or obtain details of the compensation scheme you should:

Write to: The Financial Ombudsman Service, Exchange Tower, London, E14 9SR; or

Telephone 0300 123 9 123 or 0800 023 4567; or

Visit financial-ombudsman.org.uk

UK Stewardship Code

UK Stewardship Code Disclosure Under the Financial Conduct Authority’s (“FCA”) Conduct of Business Rules 2.2.3R, Brummer & Partners Asset Management (UK) Ltd (“BPAM”) is required to make a public disclosure on its website in relation to the nature of its commitment to the Financial Reporting Council’s (“FRC”) Stewardship Code. The Code was first published by the FRC in July 2010 and it was updated in September 2012. Subsequently, the FRC published the new UK Stewardship Code 2020 (“2020 Code”), which took effect from 1 January 2020, and consists of 12 Principles for asset managers and asset owners, and six Principles for service providers. The Code applies on a ‘comply or explain’ basis and is voluntary, aiming at enhancing the quality of engagement between institutional investors and companies, to help improve long-term returns to shareholders and provide for the efficient exercise of governance responsibilities by setting out good practice on engagement with investee companies that institutional investors should aspire to. The FRC defines ‘stewardship’ as ‘the responsible a/location, management and oversight of capital to create long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society.’

BPAM’s investment strategies are deployed across a wide range of futures, forwards, derivatives and cash instruments amongst diverse asset classes such as fixed-income, credit, foreign exchange and equities. Exposure to listed companies is frequently achieved through equity swap positions. Whilst BPAM generally supports the objectives that underlie the Code, the diversification of the investment strategies of the Sub-investment managers and PM Pods, and the wide variety of financial instruments traded, means that the Code's provisions are of lesser relevance and therefore BPAM has chosen not to commit to the Code for the time being.

MIFIDPRU

Brummer & Partners Asset Management (UK) Ltd

MIFIDPRU 8 Disclosure

May 2025

Introduction

The Financial Conduct Authority (“FCA”) in the Prudential sourcebook for MiFIDPRU investment firms in the FCA Handbook (“MIFIDPRU”) sets out the detailed prudential requirements that apply to Brummer & Partners Asset Management (UK) Ltd (“BPAM” or the “Firm”). Chapter 8 of MIFIDPRU (“MIFIDPRU 8”) sets out public disclosure rules and guidance with which the Firm must comply, further to those prudential requirements.

BPAM is classified under MIFIDPRU as a small and non-interconnected MIFIDPRU investment firm (“SNI MIFIDPRU Investment Firm”). As such, the Firm is required by MIFIDPRU 8 to disclose information regarding its remuneration policy and practices.

The purpose of these disclosures is to give stakeholders and market participants an insight into the Firm’s culture and to assist stakeholders in making more informed decisions about their relationship with the Firm.

This document has been prepared by BPAM in accordance with the requirements of MIFIDPRU 8 and is verified by the Firm’s Board. Unless otherwise stated, all figures are as at the Firm’s 31^st December financial year-end.

Remuneration Policy and Practices

Overview

As an SNI MIFIDPRU Investment Firm, BPAM is subject to the basic requirements of the MIFIDPRU Remuneration Code (as laid down in Chapter 19G of the Senior management arrangements, Systems and Controls sourcebook in the FCA Handbook (“SYSC”)). BPAM, as an alternative investment fund manager, is also classified as a collective portfolio management investment firm, and as such, is also subject to the AIFM Remuneration Code (SYSC 19B). The purpose of the remuneration requirements is to:

• Promote effective risk management in the long-term interests of the Firm and its clients;
• Ensure alignment between risk and individual reward;
• Support positive behaviours and healthy firm cultures; and
• Discourage behaviours that can lead to misconduct and poor customer outcomes.

The objective of BPAM’s remuneration policies and practices is to establish, implement and maintain a culture that is consistent with, and promotes, sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profile of the Firm and the services that it provides to its clients.

In addition, BPAM recognises that remuneration is a key component in how the Firm attracts, motivates, and retains quality staff and sustains consistently high levels of performance, productivity, and results. As such, the Firm’s remuneration philosophy is also grounded in the belief that its people are the most important asset and provide its greatest competitive advantage.

BPAM is committed to excellence, teamwork, ethical behaviour, and the pursuit of exceptional outcomes for its clients. From a remuneration perspective, this means that performance is determined through the assessment of various factors that relate to these values, and by making considered and informed decisions that reward effort, attitude, and results.

Characteristics of the Firm’s Remuneration Policy and Practices

Remuneration at BPAM is made up of fixed (typically monthly salary) and variable components (typically annual bonus). The fixed component is set in line with market competitiveness at a level to attract and retain skilled staff. Variable remuneration is paid on a discretionary basis and takes into consideration the Firm’s financial performance (largely determined by the performance of the funds the Firm manages), and the financial and non-financial performance of the individual in contributing to the Firm’s success. All staff members are eligible to receive variable remuneration.

The fixed and variable components of remuneration are appropriately balanced: the fixed component represents a sufficiently high proportion of the total remuneration to enable the operation of a flexible policy on variable remuneration.

Governance and Oversight

The Firm’s remuneration policy and practices are reviewed annually by the Firm’s Board.

Quantitative Remuneration Disclosure

For the financial year ending 31^st December 2024, the total amount of remuneration awarded to all staff was £2,056,887, of which £563,705 comprised the fixed component of remuneration, and £1,493,182 comprised the variable component. For these purposes, ‘staff’ is defined broadly, and includes, for example, employees of the Firm and directors.

Shareholder Rights Directive II

Shareholder Rights Directive II (“SRD II”) aims to improve stewardship and corporate governance by firms including a full scope Alternative Investment Fund Managers that invest in shares traded on a regulated market in the EEA as well as ‘comparable’ markets situated outside of the EEA.

Under FCA COBS 2.2.B SRD, we are required to:
a) develop and publicly disclose an engagement policy that meets the requirements of COBS 2.2B.6R; and
b) Publicly disclose on an annual basis how our engagement policy has been implemented in a way that meets the requirements of COBS 2.2B.7R; or
c) Publicly disclose why we have chosen not to comply.

The engagement policy must describe how a firm:

1) integrates shareholder engagement in its investment strategy:
2) monitors investee companies on relevant matters, including:
a. strategy;
b. financial and non-financial performance and risk;
c. Capital structure; and
d. social and environmental impact and corporate governance;
3) conducts dialogues with investee companies;
4) exercises voting rights and other rights attached to shares;
5) cooperates with other shareholders;
6) communicates with relevant stakeholders of the investee companies; and
7) Manages actual and potential conflicts of interests in relation to the firm’s engagement.

On an annual basis, the firm must disclose a general description of voting behavior, an explanation of the most significant votes and reporting on the use of services of proxy advisors. The disclosure must include how votes have been cast unless they are insignificant due to the subject matter of the vote or to the size of the holding in the company. Brummer & Partners Asset Management (UK) Ltd (“BPAM”) believes firmly in the importance of effective stewardship and long-term decision-making, involving transparency of engagement policies between institutional investors and the investee companies.

Disclosure

BPAM’s disclosure is in the process of being finalized.