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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Cookies Policy

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Further Information

For more information, please refer to our privacy policy.

 

Conflicts of Interest Summary

We provide here a summary of the policy we maintain in order to manage conflicts of interest in respect of the duties we owe to our clients. This applies from 15 February 2021.

GENERAL

A conflict of interest can arise between North of South Capital LLP and Pacific Capital Partners and dVam LLP Group companies and associates, the directors and staff of such companies (‘us’) and you as a client, or between your interests and those of another client of ours. Conflicts can also arise as a result of inducements from or to third parties. We aim to establish and maintain and operate effective organisational and administrative arrangements with a view to taking all appropriate steps to prevent conflicts of interest from constituting or giving rise to a risk of damage to the interests of our clients.

CIRCUMSTANCES THAT CAN GIVE RISE TO A CONFLICT

A conflict of interest may arise where a relevant person (for example, an employee), or a person directly or indirectly linked by control to North of South Capital LLP:

OUR POLICY

We aim to keep a record of the kinds of activity we carry on in which a conflict could arise or has arisen, and, in doing so we take account of the activities of other members of our group of companies. We also maintain procedures to prevent or manage actual or potential conflicts. This includes procedures to maintain appropriate independence between members of our staff who are involved in different activities, for example, through the operation of information barriers, physical separation of staff, the segregation of duties and responsibilities and maintenance of a policy of independence which requires our staff, when providing services to a client, to act in the best interests of the client and to disregard any conflicts of interest; and, in some circumstances declining to act for a client or potential client.

 

Engagement Policy

Introduction

Purpose

 

  1. Under obligations arising from the revised Shareholder Rights Directive (EU 2017/828) (“SRD II”), a firm which trades shares on regulated and comparable markets, is required to either develop and publicly disclose an engagement policy as prescribed in COBS 2.2B.6R or disclose a clear and reasoned explanation of why it has chosen not to do
  2. North of South has elected to disclose its engagement policy as set out below. Further, North of South is also required to further disclose on an annual basis how the engagement policy has been implemented in a way that meets the requirements in COBS 2B.7R. North of South publishes its annual disclosure separately on its website.

 

Policy Definition

 

  1. An Asset Manager for the purposes of this policy relates to investment firms that provide portfolio management services to investors; alternative investment fund managers; and/or Undertaking for Collective Investment in Transferable Securities (UCITS) management companies.

 

Scope

 

  1. The following Engagement Policy applies to North of South Capital LLP because whilst the Firm invests in the emerging markets in Asia, Latin America, Africa, the Middle East and Russia some of the equities of some companies are dual listed both in the UK and in the EU and are therefore listed on a recognised trading venue within the EEA.

 

Policy Standards

 

  1. North of South Capital LLP is required to disclose this engagement policy which complies with the requirements set out in the FCA’s Conduct of Business Sourcebook.
  2. It is also required to publicly disclose on an annual basis how that engagement policy has been implemented in a way that meets the requirements (including disclosure of certain of voting activities in respect of shares in investee companies) or to publish a clear and reasoned explanation of why the Firm has chosen not to comply with the requirements.
  3. North of South Capital LLP must describe how it:

 

Integrating shareholder engagement in our investment strategies  (COBS 2.2B.6 R (1))

 

  1. Research and analysis by our investment managers includes evaluation of performance on strategy, financials, risk, material environmental social and governance (‘ESG’) factors.
  2. Engagement with company management, boards, subject specialists as well as other shareholders and stakeholders is a key input into this process and investment strategy.
  3. Voting and engagement activities can be used by the Firm to provide a forward-looking view of the financial and non-financial performance of a company.

 

Monitoring investee companies on relevant matters (COBS 2.2B.6 R (2))

 

  1. North of South Capital LLP may actively monitor investee companies. Areas of focus may include issues with regard to company strategy, ongoing performance and operational ESG factors. The Firm may have discussions with company officials and representatives where appropriate.
  2. The Firm’s monitoring is also supported by the following:

 

Conducts dialogues with investee companies (COBS 2.2B.6 R (3))

 

  1. The Firm will take a   case-by-case   approach   in   its   decision   to   engage   with the management of an investee company. Normal methods through which dialogue shall be exercised include:
  1. Any material proposals or suggestions will be discussed and agreed with portfolio managers within the Firm before they are put to investee companies.

 

Exercising voting and any other shareholder rights (COBS 2.2B.6 R (4))

 

  1. For North of South Capital LLP, voting is an effective tool to escalate issues and express particular concerns and/or opinions the Firm may have. North of South Capital LLP aims to ensure effective and efficient voting processes and controls by focusing on investments that are material to the Firm.

Cooperating with other shareholders  (COBS 2.2B.6 R (5))

 

  1. North of South Capital LLP takes into consideration the following when deciding whether to participate in collective engagement:

 

Communicating with relevant stakeholders of investee companies (COBS 2.2B.6 R (6))

 

  1. North of South Capital LLP’s investment professionals regularly engage with companies seeking to improve shareholder value, specifically the value of clients’ investments. Engagement activities in some instances are conducted on a one-to- one basis with company management or members of the board of directors.

 

Managing actual and potential conflicts of interests in relation to North of South Capital LLP’s engagement  (COBS 2.2B.6 R (7))

 

  1. North of South Capital LLP as an investment firm is aware that conflicts of interest may arise when assessing whether and how to engage with companies. The Firm has a Conflict of Interest Policy in place to help define limitations, the need for robust internal processes and procedures to mitigate the risk of conflicts, as well as the disclosure being the last resort for instances in which potential or actual conflicts are unable to be effectively managed internally. Said policy shall apply to the Firm’s engagement and any proxy voting activity.

 

Annual Review & Disclosure

 

  1. The Firm shall disclose a general description of voting behaviour, an explanation of the most significant votes and report on the use of the services of proxy advisors.
  2. The disclosure must include details of 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.
  3. This shall be made freely available on North of South Capital LLP’s website and updated annually, unless there has been any material change.

 

 

Best Execution Policy

 

1. Background

 

Under the EU Markets in Financial Instruments Directive (MiFID) and COBS 11.2A of the Financial Conduct Authority (“FCA”) Handbook, North of South Capital LLP (“North of South”) must take sufficient steps to obtain the best possible result (or Best Execution) on behalf of its clients taking into account the execution factors. 

These rules require a firm to put in place an order execution policy which sets out how it will obtain Best Execution and the order handling for its clients and will provide appropriate information to its clients about its order execution policy.

This Order Execution Policy applies to Professional Clients dealing in Financial Instruments (as set out in Annex 1) where North of South executes orders on a client’s behalf.

 

2. Duty of Best Execution

 

The duty of Best Execution applies when executing orders on behalf of a client. North of South will be executing orders on a client’s behalf where the client legitimately relies on North of South to protect its interests in relation to the pricing or other aspects of the transaction that may be affected by how North of South executes the order. For example, this will be the case when North of South executes an order by dealing as agent.

 

This means that North of South will aim to provide Best Execution subject to, and taking into account, the nature of client orders, the prices available to North of South in the market, the nature of the market in question and a reasonable assessment of the execution factors (see below).

 

North of South’s intention, so far as possible, is to exercise consistent standards and operate the same processes across all markets, clients and financial instruments in which North of South operates.

 

3. Clients

 

North of South will only deal on behalf of Professional Clients as defined in MiFID and by the Financial Conduct Authority. Eligible Counterparties are not entitled to best execution as defined under the FCA/MiFID II requirements.

 

North of South will take into account the characteristics of the client n particular:

 

 

In line with the FCA rules North of South will NOT exempt particular products or activities from best execution requirements or permit clients to waive the application of best execution.

 

4. Order Execution Factors

 

North of South will exercise its own discretion in determining the factors that North of South needs to take into account for the purpose of providing clients with the best possible result.

 

These execution factors in the markets in which North of South operates will include, but are not restricted to:

 

 

Price will ordinarily merit a high relative importance in obtaining the best possible result.  However, in some circumstances North of South may appropriately determine that other execution factors are more important than price in obtaining the best possible execution result.  Given that North of South invests in emerging markets the non-price execution factors can be given greater weight than would be usual when trading in developed markets.

 

5. Assessing Costs

 

Cost is one of the execution factors and North of South have duty to control the costs incurred on behalf of their clients as it is integral to best execution for Professional Clients.

 

There are three broad categories of cost, all of which are relevant to Professional Clients:

 

 

For Professional Clients cost is simply one of the execution factors.

 

5.1 Implicit Cost Control

 

Implicit costs arise from the execution of all client orders. Firms should measure implicit costs as part of their arrangements to monitor execution performance and review the execution quality of entities or execution venues.

 

Implicit costs result from how a trade is executed (for example, immediately or worked over a period of time, in a block, aggregated with other trades, or as child orders sent to multiple different execution venues). A trade may appear more expensive in terms of explicit costs but may be less expensive when implicit costs are considered. For example, a firm that works a large order over time, preserving the client’s confidentiality and minimising market impact, may achieve the lowest total costs (and the best net price). Unlike explicit costs, the impact of implicit costs can only be precisely assessed after a trade is completed and even then, implicit costs are difficult to quantify. As a result, ahead of a trade, a judgement will be made by North of South about the likely implicit costs of an execution strategy and North of South will take all reasonable steps to manage them.

 

North of South will not discriminate unfairly between execution venues in the way in which they structure or charge commissions.  In other words, North of South will not charge a different commission or spread to clients for execution on different execution venues which is not related identifiable differences in the explicit costs incurred on behalf of clients

 

5.2 Explicit External Costs

 

This include commissions, fees, taxes, exchange fees, clearing and settlement costs, or any other costs passed on to the client by intermediaries participating in the transaction.

 

5.3 Explicit Internal Costs

 

This represents North of South’s own remuneration (including a commission or spread) for completing a transaction. These internal commissions and costs for executing an order must be taken into account in assessing where to execute the order, where there is more than one competing venue available. Thereafter, when judging whether best execution has been given on an individual transaction, firms can omit their own fees and charges from the assessment.

 

North of South will determine the relative importance of the execution factors by using its commercial judgment and experience in light of market information available and taking into account the execution criteria. 

 

6. Execution Criteria

 

The execution criteria that will be taken into account are the characteristics of:

 

 

Where a client order is received without a specific instruction, North of South will exercise discretion in determining the factors to be considered in order to provide the best possible result for the client.

 

6.1 Order Execution Venues

 

In meeting its obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of client orders, North of South may use one or more of the following venue types when executing an order on behalf of its clients:

 

and/or

 

North of South believes that these venues or sources of liquidity enable it to obtain on a consistent basis, the best possible result for orders North of South executes on behalf of its clients. North of South will assess which venues in the attached list (see Appendix 2) are likely to provide the best possible result for its clients on a transaction-by transaction basis.

 

6.2 Order Execution Timescales

 

Throughout the execution of your orders, we cannot be held accountable for any third-party failures

We do not owe you any fiduciary responsibilities over and above or regulatory obligation to provide you with Best Execution or as otherwise specifically agreed with us.

 

Regulations requires us to take sufficient steps to provide you with the best possible result on a consistent basis. Whilst we will robustly monitor the achievement of Best Execution, we cannot guarantee that we will achieve it for every order where we act on your behalf. Sale and buy orders with the same settlement date will be placed on the same day where possible.

 

It should be noted that if there is a delay in us receiving proceeds of the sale order, any further delay may be caused to the buy order.   

 

7. Cancellation

 

We reserve the right to cancel an order without notice where we believe this is sufficiently justified. This may include, but is not limited to, circumstances where we are requested to do so by our counterparty or the relevant exchange, or where we believe there may be potential market abuse.

 

We will not be liable for any loss you incur because of the cancellation of an order in these circumstances.

 

8. Broker Review

 

North of South informs its brokers that it expects them to provide best execution regardless of market practices in the relevant markets or of the capacity in which the broker transacts.

 

If and when North of South trades instruments in instruments where brokers are acting as broker rather than as principal and the concept of best execution exists in the relevant market, North of South will seek to impose a best execution obligation on the brokers to whom orders have been placed. 

 

Monitoring and review will take the form of semi-annual commission rate review and review of each execution against price recaps to determine if best execution has been obtained.  Where either a broker is acting as principal or the concept of best execution does not apply in the relevant market North of South will make an ex-ante assessment of which broker it believes can deliver best execution and on an ex-post basis will review of each execution against price recaps to determine if best execution has been obtained.

 

9. Governance

 

North of South has established a Best Execution Committee which meets on a semi-annual basis to assess whether the execution venues listed above continue to provide the best possible result for the Firm’s clients. As part of this review, the Firm takes into consideration the annually published execution data made available by trading venue operators and other investment firms. The Best Execution Committee approves all execution venues (and their terms of engagement). Execution venues may only be added to the list with the consent of the Best Execution Committee and they will consider factors including but not limited to: credit and counterparty risk; the level of service; and markets covered during their due diligence process and ongoing review. Where only one execution venue is available to North of South for a particular class of financial instrument, the Best Execution Committee will additionally consider whether the execution venue enables the Firm to consistently achieve the best results for its clients and whether any other suitable venues exist.

 

10. Policy Review & Disclosures

 

North of South continually (and formally at least annually) reviews the effectiveness of this policy and its execution arrangements to identify and, where appropriate, incorporates any changes to enhance the quality of execution obtained.

 

North of South  provides all its clients with a copy of its Best Execution Policy (otherwise known as an Order Execution Policy) and confirms their consent in writing (or by email) to it prior to the provision of services.

 

North of South  will notify its clients of any material changes to this policy. A change is material where it would affect the best execution parameters and/or its disclosure is necessary to enable clients to make a properly informed decision about whether to continue utilising the services of the Firm.

 

 

11. Publication of top execution venues and summary analysis of execution quality

 

On an annual basis, North of South  summarises and makes public, for each class of financial instrument, the top five entities in terms of trading volumes where the Firm transmitted or placed orders for execution in the preceding year.

 

In addition to the above, North of South  publishes for each class of financial instrument, a summary of the analysis conducted and conclusions drawn from the monitoring of the execution venues utilised. Specifics of what the analysis is to cover include:

 

North of South  publishes this information on the Firm’s website in a machine-readable electronic format available on our website at www.northofsouth.com

 

 

Appendix 1: Financial Instruments as defined in Annex 1, Section C, of MiFID

 

 

 

Appendix 2: Order Execution Venues

 

The following list is not exhaustive and may change from time to time as venues are accessed differently, or markets or normal process change. It is open to North of South Capital to use venues not referenced on the list below where we believe it to be necessary to obtain Best Execution:

 

Abu Dhabi Securities Exchange; Athens Stock Exchange; Australian Stock Exchange; BM&F BOVESPA; Bombay Stock Exchange; Bolsa de Valores de Columbia; Budapest Stock Exchange; Bursa Malaysia Colombo Stock Exchange; Egyptian Stock Exchange; Frankfurt Stock Exchange; GreTai Securities Market; Harare Stock Exchange; Hong Kong Stock Exchange; Indonesia Stock Exchange; Irish Stock Exchange; Istanbul Stock Exchange; JSE Securities Exchange; Korea Exchange; Lima Stock Exchange; London Stock Exchange; Madrid Stock Exchange; Mexican Stock Exchange; NASDAQ Stock Market Exchange; National Stock Exchange of India; New York Stock Exchange; Nigerian Stock Exchange; NYSE ARCA; NYSE Amex Equities; Philippines Stock Exchange; Prague Stock Exchange; Russian Trading System Stock Exchange; San Jose Stock Exchange; Santiago Stock Exchange; Shanghai Stock Exchange; Shenzhen Stock Exchange; Singapore Stock Exchange; Stock Exchange of Thailand; Taiwan Stock Exchange; Tel-Aviv Stock Exchange; Tokyo Stock Exchange; Toronto Stock Exchange; TSX Venture Exchange; Vienna Stock Exchange; Warsaw Stock Exchange