Terms & Conditions

The contents of this website are issued in the United Kingdom by North of South Capital LLP (North of South) and are provided solely to give an introduction to North of South, its partners and its business. The information contained in this website may not be reproduced, distributed or published for any purpose without the prior written consent of North of South. North of South is authorised and regulated by the Financial Services Authority in the United Kingdom (the “FSA”) to carry on regulated activities in the UK. Any references to funds or products managed or linked to the group are for background purposes only, do not purport to be full or complete and do not constitute investment advice. This website does not constitute or form part of any offer to issue or sell, or any solicitation of an offer to subscribe or purchase, any investment nor shall it or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The information on this website is not intended as an offer to buy or the solicitation of an offer to sell any security and should not be relied upon by you in evaluating the merits of investing in any securities. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this website by any of North of South, its members, employees or affiliates and no liability is accepted by such persons for the accuracy or completeness of any such information or opinions. This information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation. Distribution of this information to any person other than the person that received a unique user name and password to access this website and to such person’s advisors is unauthorized and any reproduction of this information, in whole or in part, or the disclosure of any such information, in each such instance is prohibited. The information included herein is not intended to be complete, and material aspects of the descriptions contained herein may change at any time. If you express an interest in investing, you should carefully review the applicable offering memorandum and risk factors disclosed therein prior to making a decision to invest. You should rely only on the information contained in the offering memorandum in making your decision to invest. An investment will be suitable only for certain sophisticated investors who have no need for immediate liquidity in their investment. Such an investment will provide limited liquidity because interests in the fund will not be freely transferable and may be withdrawn infrequently and only under certain limited circumstances. There will be no public or secondary market for interests in the fund, and it is not expected that a public or secondary market will develop. Investing in financial markets involves a substantial degree of risk. There can be no assurance that the investment objectives described herein will be achieved. Investment losses may occur, and investors could lose some or all of their investment. Nothing herein is intended to imply that an investment in any fund may be considered “conservative,” “safe,” “risk free” or “risk averse.” No regulatory authority has passed upon or endorsed this summary or the merits of an investment in any fund. If you wish to receive information about our funds or other products] you should apply for a password by filling out a registration form found on the investor login page, or by contacting North of South directly. If you are a person to whom information about our funds may lawfully be provided under The Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 and Rule 4.12 of the FSA’s New Conduct of Business Sourcebook, you will be provided with a password. The products of the group are available only to certain sophisticated investors and any other persons may not rely upon the communications of the group.

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The Stewardship Code & Shareholder Rights Directive

North of South Capital LLP (“North of South”) fully supports the UK Stewardship Code (“The Code”) which was first published in July 2010, revised in September 2012 and sets out good practice for institutional investors (and investment managers) when engaging with the UK listed companies in which they invest, and is intended to enhance this relationship.
In line with the FCA’s requirements North of South’s Stewardship Code Statement discloses how they apply the Code’s Principles set out below. This Statement will always be available on request by contacting our offices.
North of South invests in emerging markets, it does not invest in UK equities and as such the code does not apply to it. Nevertheless, North of South uses this statement to explain its voting policies in the markets in which it does invest

Shareholder Rights Directive

The FCA has published the requirements in relation to the Shareholder Rights Directive II (“SRD II”) in SYSC 3.4 of the FCA Handbook.
The objective of the SRD II is to encourage long-term shareholder engagement with investee companies regarding performance on strategy, governance, environmental and social issues. Firms like North of South must either develop an engagement policy and publish it on the firm’s website or publish a statement explaining why it has chosen not to.
North of South fully endorse the objectives of SRD II. However, it has decided that it is not in the best interests of its clients to develop an engagement policy at this time.

North of South Capital LLP Pillar 3 Disclosure Statement

North of South Capital LLP (“North of South”) is authorised and regulated by the UK Financial Conduct Authority (“FCA”) as an investment manager and as such is subject to the capital adequacy rules set out in the Financial Conduct Authority’s (“FCA”) BIPRU sourcebook. As a BIPRU firm North of South is subject to rules set out in the third European Capital Adequacy Directive (“CRD III”) and is not required to follow the rules of the fourth European Capital Adequacy Directive (“CRD IV”).
The capital adequacy framework consists of three Pillars:

As required by the rules of the FCA North of South has undertaken an ‘Internal Capital Adequacy Assessment Process’ (“ICAAP”). The ICAAP is reviewed annually or whenever there is a material change to the business, whichever is sooner. The most recent ICAAP review was undertaken as at 31 March 2019. The ICAAP process considered the risks that North of South is exposed to and the controls that exist to mitigate those risks. It further considered whether additional capital was required to meet the risks that North of South faces including, as required by the FCA rules, the potential cost of closing North of South down in the unlikely event that such action was necessary. North of South ’s Pillar 1 capital requirement is the higher of the base capital requirement of EUR 50,000, the sum of the credit risk and market risk requirements and the fixed overhead requirement. Currently the fixed overhead requirement is the highest of these three requirements and the capital requirement amounts to £273,000. North of South have assessed that there is no additional capital requirement under Pillar 2 and thus the Pillar 2 Capital requirement is also £273,000.

Risk Management

North of South is an asset manager and does not risk its own capital in the financial markets. North of South does not have regulatory permission to take proprietary trading risk and does not take such risk. Accordingly, the risks that North of South faces are more limited in scope than for other types of regulated firms. The risks and controls detailed below are, in accordance with the BIPRU rules, risks that North of South faces in respect of its own activities. The risk management processes and controls for monies managed by North of South are not part of these disclosures.

Capital

The capital of North of South is in the form of eligible members’ capital plus retained earnings. All of the capital of the company is Tier 1 capital. As at 31 March 2019 North of South had Tier 1 capital of £431,000.

Approach to risk

North of South has identified and performed an assessment of the key risks that may impact its business. North of South is an investment manager and does not undertake proprietary trading. The material risks to North of South largely fall within the “Business Risk” and “Operational Risk” categories.

Principal risks and uncertainties

Market risk

For the purposes of these disclosures, market risk is the risk value of, or income arising from, North of South ‘s assets and liabilities varying as a result of changes in the market price of financial assets, changes in exchange rates or changes in interest rates.
North of South does not take proprietary trading risk. North of South ‘s risk management activities are on behalf of clients and North of South ‘s own money is not at risk. The only market risks that North of South potentially face is currency risk due to the mismatch of the currencies in which income is earned and the currencies in which costs are incurred. Currently this risk does not exist.

Credit risk

Credit risk refers to the potential risk that North of South ’s bankers or customers fail to meet their obligations as they fall due.
North of South has appropriate policies to monitor this exposure on an ongoing basis.

Liquidity risk

North of South ‘s liquidity policy is to maintain sufficient liquid resources to cover cash flow imbalances and fluctuations in fees received/receivable. North of South maintains cash balances at its bankers to cover liquidity risk.

Operational risk

Operational risk is the risk of loss arising from failed or inadequate internal processes or systems, human error or other factors. The risk is managed by the members who have responsibility for putting in place appropriate controls for the business. North of South documents the risks that it is exposed to and the compensating controls in its ICAAP.

Business risk

Business risk is the risk that North of South may not be able to carry out its business plan and could therefore suffer losses if its income falls. This is a risk that all businesses face. The members continuously monitor income and expenditure levels and adjust their plans accordingly.

Concentration risk

Concentration risk is the risk that North of South is overly dependent upon any one customer or any one group of connected customers either in terms of income dependency or in terms of credit risk. North of South has a diversified income source and is not subject to concentration risk.

Pension obligation risk

North of South has no defined benefit schemes and thus has no pension obligation risk.

Interest rate risk

North of South is not exposed to interest rate risk.

Residual risk

Residual risk is any risk not covered by the specific risk categories outlined above.
The members do not consider that there are any residual risks that require the Company to maintain any additional capital.

Remuneration disclosures

Under the Remuneration Code (the “Remuneration Code”), North of South, as is standard for an investment management firm, is classified as a Proportionality Level three firm. Proportionality Level three firms are permitted to disapply many of the technical requirements of the Remuneration Code and proportionately apply the Remuneration Code’s rules and principles in establishing North of South ’s policy.
As at 31 March 2019 North of South had 3 code Staff. North of South has only one business area which is its investment management business.

The Decision-Making Process

North of South has concluded that, on the basis of its size, the nature, scale and complexity of its legal structure and business and the nature of the risks that it takes on behalf of clients, it does not need to appoint a remuneration committee. North of South believes that its Remuneration Policy appropriately addresses potential conflicts of interest and that North of South ’s authorised persons are not rewarded for taking inappropriate levels of risk. The policy is reviewed at least annually and will be amended, as and when required due to changes in regulation as well as North of South ’s own decision making process.

The link between pay and performance

As the only code staff are members of the LLP this is not applicable.

Quantitative Remuneration Data

North of South has concluded that it is not required to publish quantitative remuneration data relating to code staff on the grounds of proportionality, there only being 3 code staff.