UCITS (FOR NON-U.S. INVESTORS ONLY)

REMUNERATION POLICY

Gramercy Investment Funds plc (the “Company”)

1. Remuneration Policy

1.1 Introduction and Purpose

The Company has adopted this remuneration policy in order to meet the requirements of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended (the “UCITS Regulations”) in a way and to the extent that is appropriate to the Company’s size, internal organisation and the nature, scope and complexity of its activities. This policy has been adopted pursuant to ESMA’s Guidelines on Sound Remuneration Policies under the UCITS V Directive issued on 14 October 2016 (the “ESMA Guidelines”).

The purpose of this policy is to describe the remuneration principles and practices within the Company and for such principles and practices:

(a) to be consistent with, and promote, sound and effective risk management;

(b) to be in line with the business strategy, objectives, values and interests of the Company;

(c) to endeavour to discourage excessive risk-taking relative to the relevant investment policies of the various sub-funds of the Company (each, a “Fund” and collectively the “Funds”);

(d) to provide a framework for remuneration to attract, motivate and retain staff (including directors) to which the policy applies in order to achieve the objectives of the Company; and

(e) to endeavour to contribute to the sound management of any relevant conflicts of interest.

1.2 Application

This policy applies to identified staff, being those whose professional activities have a material impact on the risk profile of the Company or of the Funds, and so covers: (i) senior management; (ii) risk takers ; (iii) control functions ; and (iv) any employees receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers, and whose professional activities have a material impact on the risk profile of the Company. The Company currently does not have any employees and the only personnel are the Company’s management body (i.e., the board of directors) (each, a “Director” and collectively, the “Board”). All members of the Board are non-executive Directors. This policy applies both to the Directors who receive remuneration from the Company, namely those Directors who are not affiliated with Gramercy Funds Management LLC (the ”Investment Manager”) (the “Independent Directors”), and the Directors who are affiliated with the Investment Manager and who do not receive remuneration from the Company.

1.3 Governance

UCITS management companies and self-managed investment companies that are significant in terms of their size or of the size of the funds they manage, their internal organisation and the nature, the scope and the complexity of their activities are required to establish a remuneration committee. In view of the limited size of the Funds, the non-complex nature of the Company’s internal structure and its activities, it is not considered appropriate for the Company to establish a remuneration committee. In particular, the Company has taken account of the following circumstances prevailing as of the date of this document:

• the assets under management of the Company;

• the expected assets under management of the Company and the Funds for the coming 12-month period;

• the size of the Company (the Company has no employees);

• the Company is not listed; and

• the Company does not act as an alternative investment fund manager under Directive 2011/61/EU (“AIFMD”) or provide the services mentioned under Article 6(3) of the UCITS Directive.

Accordingly, the Company is considered to be a non-complex, small scale self-managed investment company. The Board is responsible for determining the remuneration of the directors of the Company. The Board is comprised of non-executive directors only. The Board has adopted this policy and periodically reviews (at least annually) the general principles of this policy and is responsible for, and oversees, its implementation in line with the UCITS Regulations. The Board considers that its members have appropriate expertise in risk management and remuneration to perform this review. Where a periodic review reveals that the remuneration system does not operate as intended or prescribed, the Board shall ensure that a timely remedial plan is put in place.

1.4 Alignment of remuneration and risk-taking

(a) Fixed Salary

The Independent Directors receive a fixed annual fee which is competitive and based on the Independent Directors’ powers, tasks, expertise and responsibilities including, without limitation:

(i) chairmanship of the Board;

(ii) membership of Board sub-committees (if any);

(iii) designated person functions; and

(iv) where applicable, performing the role of the “organisational effectiveness” director as required by the Central Bank.

An Independent Director’s performance is subject to annual review by the Board.

(b) Variable Salary

The Independent Directors receive fixed remuneration only. It is not considered appropriate that the Independent Directors receive variable remuneration from the Company. Accordingly, the pay-out process rules in the UCITS Regulations applicable to variable remuneration do not apply to the remuneration paid to staff.

(c) Expenses

The Directors will be reimbursed for all reasonable, validly incurred, duly authorised and documented business expenses.

(d) Other Benefits

The Company does not propose to provide benefits to the Directors other than those referred to in this policy.

(e) Pension

The Directors are not entitled to pension contributions or other benefits from the Company in respect of their role as directors of the Company.

(f) Notice of termination and severance pay

The maximum notice period in any Director’s letter of engagement shall be determined by the relevant letter of engagement. Subject to the terms of that engagement letter, a Director’s fee will continue to be paid during the relevant notice period. No severance payments are made.

(g) Conflicts of Interest

To the extent that the Company in the future retains any staff engaged in control functions (i.e., staff (other than senior management) responsible for risk management, compliance, internal audit and similar functions), such staff shall be compensated in accordance with the achievement of the objectives linked to their control functions, independent of the performance of the business area to which those control functions relate.

The Directors may undertake external activities producing compensation and/or inducements that might lead to a conflict of interest with the Company or the Funds provided the conflict of interest is disclosed to the Board. Any conflicts of interest arising as a result of any other remuneration or inducements received by a Director shall be handled in accordance with the Company’s conflicts of interest policy.

Any staff that may be retained will be required to undertake not to use personal hedging strategies or remuneration- and liability-related insurance to undermine the risk alignment effects embedded in their remuneration arrangements subject this policy.

The Company has also adopted a connected party transaction policy in accordance with the requirements of the Central Bank.

2. Delegation of the Investment Management Function

(a) Application of Remuneration Rules to Delegates

The Company has delegated the investment management function to the Investment Manager and so the Company must ensure that appropriate contractual arrangements are put in place with the Investment Manager in order to ensure that there is no circumvention of the remuneration rules set out in the ESMA Guidelines. These contractual arrangements should cover any payments made to the Investment Manager’s identified staff as compensation for the performance of investment management activities on behalf of the Company.

(b) Confirmation of Applicability of Remuneration Rules by the Investment Manager

The investment management agreement entered into by the Company with the Investment Manager includes a contractual obligation to ensure that the Investment Manager complies with applicable law and this includes an obligation to ensure that its remuneration policies and procedures are consistent with the ESMA Guidelines and so ensures that there is no circumvention of the remuneration rules set out on the ESMA Guidelines. The Company has notified the Investment Manager of the requirement to put in place a remuneration policy that is consistent with the ESMA Guidelines.

3. Deviation from the Policy

The Board may deviate from the above policy. However, in such a case, the relevant payments must comply with the UCITS Regulations and the ESMA Guidelines (to the extent applicable) and in addition, the Board shall approve any payments made.



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