Legal & Regulatory

For the purpose of compliance with the UK Financial Services and Markets Act 2000 as amended, this material is communicated by Whitecroft Capital Management LLP (the “Firm”), authorised and regulated by the UK Financial Conduct Authority. The Firm is registered in England and Wales with registered number OC414721.

To the best of its knowledge and belief, the Firm considers the information contained herein as accurate as at the date of publication. All information and opinions in this web page are subject to change without notice. No representation or warranty is given, whether express or implied, on the accuracy, adequacy or completeness of information provided in the website or by third parties. The materials in this web page could include technical inaccuracies or typographical errors, and could become inaccurate as a result of developments occurring after their respective dates. The Firm undertakes no obligation to maintain the currency of such information. Any links to other websites contained within this web page are for the convenience of the user only and do not constitute an endorsement by the Firm of these websites. The Firm is not responsible for the content of other websites referenced in this web page. Neither the Firm nor its affiliates and its respective shareholders, directors, officers and employees assume any liabilities in respect of any errors or omissions on this web page, or any and all responsibility for any direct or consequential loss or damage of any kind resulting directly or indirectly from the use of this web page. Unless otherwise agreed with the Firm, any use, disclosure, reproduction, modification or distribution of the contents of this web page, or any part thereof, is strictly prohibited. The Firm expressly disclaims any liability, whether in contract, tort, strict liability or otherwise, for any direct, indirect, incidental, consequential, punitive or special damages arising out of, or in any way connected with, your access to or use of this website. This web page is not an advertisement and is not intended for public use or distribution. This website has been prepared for the purpose of providing general information only without taking account of any particular investor’s objectives, financial situation or needs and does not amount to an investment recommendation. An investor should, before making any investment decision, consider the appropriateness of the information in this website, and seek professional advice, having regard to the investor’s objectives, financial situation and needs. In all cases, anyone proposing to rely on or use the information contained in the website should independently verify and check the accuracy, completeness, reliability and suitability of the information. The information contained in this web page does not constitute financial, investment, legal, accounting, tax or other professional advice or a solicitation for investment in our funds, nor does it constitute an offer for sale of interests issued by funds that are managed or advised by the Firm. Any offer can only be made by the relevant offering documents, together with the relevant subscription agreement, all of which must be read and understood in their entirety, and only in jurisdictions where such an offer is in compliance with relevant laws and regulatory requirements. Simulations, past and projected performance may not necessarily be indicative of future results. Figures may be taken from sources that are believed to be reliable (but may not necessarily have been independently verified), and such figures should not be relied upon in making investment decisions. THe Firm, its officers and employees do not assume any responsibility for the accuracy or completeness of such information.

As a UK investment firm undertaking activities within the scope of the UK Markets in Financial Instruments Directive (“MIFID”), the Firm is subject to the prudential requirements of the Investment Firms Prudential Regime (“IFPR”) contained in the MIFIDPRU Sourcebook of the Financial Conduct Authority (“FCA”) Handbook. The Firm is required to publish disclosures in accordance with the provisions and guidance outlined in MIFIDPRU 8 of the IFPR. Under the IFPR’s firm categorisation, the Firm is categorised as a small non-interconnected (“SNI”) MIFIDPRU investment firm. Below is the remuneration disclosure of the Firm as required by MIFIDPRU 8.6. This disclosure for the Firm is prepared at least annually on a solo entity basis. The disclosed information is proportionate to the Firm’s size and organisation, and to the nature, scope and complexity of the Firm’s activities. Unless stated otherwise, the disclosures herein relate to the Firm’s most recently ended financial year, which ended on 31 December 2022. None of the disclosures have been audited or are required to be audited by an external auditor. These disclosures have been produced solely for the purposes of satisfying the MIFIDPRU requirements and do not constitute any form of financial statement. Whilst some disclosure on the Firm’s policies is provided herewith, this may be amended or expanded in future. This information should not be relied on in making any judgement on the Firm.

The Firm’s governance framework comprises the Governing Body of the Firm, which manages and oversees the business. The Governing Body has the overall responsibility for the Firm and approves and oversees the implementation of the Firm’s strategic objectives, risk strategy and internal governance arrangements. The members of the Governing Body are all Senior Managers (as defined under the FCA’s Senior Managers and Certification Regime (“SMCR”)) and conduct their roles in line with their Senior Management Functions (“SMF”) and their assigned responsibilities. The Governing Body is ultimately responsible for instilling an appropriate risk culture within the Firm, aligning risk with the business strategy, defining the Firm’s risk appetite and approving risk policies and infrastructure.

The Firm has established its remuneration policies and practices on the basis of proportionality to the nature, scale and complexity of the risks inherent in its business model and activities; and its remuneration arrangements reflect a number of factors, including but not limited to the number of staff it employs and the different types of roles. The Firm’s remuneration policies and practices are consistent with, and promote sound and effective, risk management. The Firm’s Governing Body in its supervisory function adopts and periodically reviews the remuneration policy and has overall responsibility for overseeing its implementation. The Firm’s arrangements make a clear distinction between the components of remuneration that are fixed and those that are variable. The Firm considers that fixed remuneration must primarily reflect a staff member’s professional experience and organisational responsibility as set out in the staff member’s job description and terms of employment; and should be permanent, pre-determined, non-discretionary, non-revocable and not dependent on performance. Fixed remuneration is made up of base salary. The Firm also considers that variable remuneration must be based on performance and reflect the long-term performance of the staff member, performance beyond the staff member’s job description, terms of employment, financial and non-financial criteria, the area of the Firm’s business concerned and the overall results of the Firm. Non-financial criteria form a significant part of the performance assessment process and can override financial criteria (where appropriate). Conduct and behaviour metrics make up a substantial portion of the non-financial criteria and other considerations include how far the individual adheres to effective risk management and complies with relevant regulatory requirements and the Firm’s compliance arrangements. Variable remuneration comprises an annual bonus. All variable remuneration is adjusted in line with capital and liquidity requirements. Partner remuneration is fully variable based on a proportion of the Firm’s profit. Firms are required to disclose aggregate information on remuneration in respect of their staff. Due to its size, the Firm has chosen not to disclose this information on the grounds that disclosure could result in individual identification. However, this information may be made available, subject to reasonable written request, at the registered office of the Firm.

UK Stewardship Code. FCA Conduct of Business Rule 2.2.3R requires FCA authorised firms to either disclose their compliance or explain their non-compliance with the principles set out in the UK Financial Reporting Council’s Stewardship Code (the “Code”). The Firm is authorised and regulated by the FCA in the United Kingdom and therefore subject to the Code. The Firm does not take an activist shareholder approach strategy and its investment process does not involve significant engagement with underlying investee companies. Accordingly, whilst the Firm supports the Code as a mechanism to promote best practice in the institutional shareholder conduct of UK listed companies, the Firm does not consider the Code or its principles to be appropriate for its funds’ investment strategies.

Under Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (“SFDR”), the Firm is required to publish certain entity-specific and product-specific disclosures. The purpose of this webpage is to publish these required disclosures.