This website (the “Website”) is provided by Sandbar Asset Management LLP (“Sandbar” and hereinafter also referred to as “we” or “our”), a firm authorised and regulated by the UK Financial Conduct Authority (“FCA”) and which appears in the FCA register under Reference Number 801828. Sandbar is registered as a limited liability partnership under Company number OC423652 with its registered office at Warnford Court, 29 Throgmorton Street, London, EC2N 2AT, United Kingdom.

By accessing or using this Website, you accept and agree to comply with these Terms and Conditions of Use (“Terms”) and have read and accepted the terms of our Privacy Policy. These Terms are a binding agreement between you and Sandbar, and govern your access and use of this Website, which includes any text, graphics, user interfaces, information, data, tools, products, services and other content (collectively, the “Content”) available on or through this Website. You may contact Sandbar by e-mail info@sandbaram.com with any questions about these Terms.

  1. Use of this Website

Sandbar grants you a limited right to use this Website. Your right to use this Website is subject to your agreement to abide by these Terms in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of this Website. We may revoke your right to use all or any portion of this Website at any time and for any reason. You may not violate or attempt to violate the security of this Website.

If for any reason any part of these Terms is deemed to be unenforceable then the validity of the remaining terms shall not be affected. All disclaimers, terms, conditions as set out in this Website shall form part of these Terms.

  1. Intended Recipients

This Website is not directed at, or intended for use by, any person in any jurisdiction or country where such communication or use would be contrary to local law or regulation.

In the United Kingdom, this document is only available to persons who are: (i) investment professionals within the meaning of Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (“CIS Order”); (ii) high net worth companies and certain other entities falling within Article 22 of the CIS Order; or (3) any other persons to whom such communication may lawfully be made, including in accordance with the relevant provisions of the FCA Conduct of Business Sourcebook. It must not be acted, or relied, upon by any other persons

The Website is not intended for the account of US persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)) other than persons who are “qualified purchasers” (as defined in the United States Investment Company Act of 1940, as amended) and/or “accredited investors” (as defined in Rule 501(a) under the Securities Act).

  1. No Offer or Solicitation

This Website is not intended and must not be construed as an offer or solicitation to purchase, or an offer to sell, shares of any fund or another investment product mentioned on this Website (“Investment”) in any jurisdiction. In particular, this Website is not intended as marketing of any alternative investment fund in any member state of the European Economic Area (“EEA”) for the purposes of the EU Directive 2011/61/EU on Alternative Investment Fund Managers, as amended and implemented in the EEA.

Any offer of Investment will only be made on the basis of the prospectus or offering memorandum relating to the relevant Investment. PROSPECTIVE INVESTORS SHOULD REVIEW THE PROSPECTUS OR OFFERING MEMORANDUM, INCLUDING THE RISK FACTORS, BEFORE MAKING A DECISION TO INVEST. Prospective investors should rely only on the prospectus or offering memorandum in making a decision to invest, even if certain descriptions contained on this Website may be more detailed than those contained in the relevant prospectus or offering memorandum. Subscriptions may only be made on the terms of the relevant prospectus or offering memorandum and subject to completion of a subscription agreement. In addition, any Investment or transaction will be subject to applicable legal and regulatory restrictions, including the prospective investor meeting applicable eligibility criteria.

  1. Nature of the Content

The Content is intended only for information purposes and convenient reference and is not intended to be complete. It is not intended to provide, and should not be relied upon, for investment, accounting, legal or tax advice. You should consult your own financial, tax, legal, accounting or other advisors about the issues discussed on this Website. The Content may not be suitable for all investors.

Users of this Website should be aware that Sandbar is not acting for, or advising them, and is not responsible for providing them with the protections available under the UK regulatory system. Compensation will not be available from the UK’s Financial Services Compensation Scheme.

Although the Content is believed to be correct and accurate at the time of publication, Sandbar makes no representation or warranty as to the accuracy or completeness of any such information or content. Any analysis contained on this Website is based upon a number of assumptions. Changes in such assumptions could produce materially different results. The Content is not intended to forecast or predict future events. All opinions, projections and estimates constitute the judgment of the author as of the date on which this Website was last updated. Sandbar assumes no duty or responsibility to update this Website, and any views, forecasts, estimates or opinions expressed on this Website may change without notice.

  1. Certain Risks

Investing entails certain risks, including the possible loss of the entire capital invested. The Investments and services of Sandbar may entail substantial risks and may not be suitable for certain or all investors. An Investment may expose you to a significant risk of losing all of the property or other assets invested. Some, but not all, of these risks will be contained in the relevant prospectus or offering memorandum. Potential investors should familiarise themselves with these risks and obtain advice from their own financial, accounting, legal, tax and other advisors and only make investment decisions based on the investor’s own objectives, experience and resources.

  1. Limitations of Liability

Sandbar assumes no responsibility or liability for the correctness, accuracy, timeliness or completeness of the Content, for any viruses contained in, or attached to, this Website or for any loss, damage or lost opportunities resulting from the use of the Content.

To the maximum extent permitted by applicable law or regulatory requirements, neither Sandbar nor any of its affiliates, members, directors, employees or other representatives shall be liable for any errors, inaccuracies or omissions on this Website or for any loss or damage resulting from its use, whether caused by negligence or otherwise. This limitation of liability includes any damages, losses, costs, claims, liabilities or expenses arising out of or in connection with the use of this Website howsoever arising (whether under contract, tort, statute or otherwise arising). This limitation of liability shall apply to all damages, losses, costs, claims, liabilities and expenses of any kind whether direct or indirect and consequential, including (but without limitation) any indirect, special, indirect or consequential damages arising out of or in connection with the access of, use of, performance of, browsing in or linking to other sites from the Website, legal costs or expenses, direct loss of profit, direct loss of anticipated savings, loss of data, indirect loss of profit, indirect loss of anticipated savings, loss of revenue, loss of business, loss of use of money, loss of opportunity or loss of or damage to property and/or any wasted expenditure and third-party claims.

  1. Indemnification

As a condition of your use of this Website, you agree to indemnify and hold Sandbar harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from your use of this Website, or from your violation of these Terms.

  1. Third Party Websites

Any links to third-party websites are provided solely for your convenience and do not constitute any endorsement, partnership, joint-venture, sponsorship or approval of the materials appearing in such sites. Sandbar accepts no responsibility for the content of such third-party websites.

  1. Intellectual Property and Copyright

The entire content of this Website is subject to copyright and intellectual property rights of Sandbar with all rights reserved. The Content may not be redistributed in whole or in part, stored in a retrieval system, modified, linked into, republished, uploaded, transmitted in any form or by any means electronic or mechanical, or by photocopying, recording or otherwise without the express prior written permission of Sandbar.

The names, logos, or identifying marks relating to the products and services of Sandbar are proprietary trademarks/ service marks and may not be used in any way without express prior written consent of Sandbar. If you download or print out a hard copy of individual pages and/or sections of the Website, you may not remove any copyright or other proprietary notices.

  1. Amendments to these Terms

We may update and modify these Terms from time to time. Such modifications shall be effective immediately upon posting to this Website. You should review this page from time to time to take notice of any modifications we make.

  1. Law and Jurisdiction

These Terms and any and all disputes or claims arising out of or in connection with them (whether contractual or non-contractual) shall be governed by and shall be construed in accordance with English law. All disputes arising out of or in connection with these Terms (whether contractual or non-contractual) shall be subject to the exclusive jurisdiction of the English courts. A condition of using this Website is that in the event of any dispute or proceeding you irrevocably submit to the exclusive jurisdiction of the English courts and waive any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

Your privacy is very important to us. This notice (“Privacy Notice”) is provided by Sandbar Asset Management LLP (“we” or “us”) and sets out our policies with respect to the collection, sharing and use of personal information.

How we collect information about you

We may collect personal data about you through:

· information provided directly to us by you, or another person on your behalf, through our website, by email or post, or in person;

· information that we obtain in relation to any transactions between you and us;

· recording and monitoring of telephone conversations and electronic communications with you as described below.

We may also, in some circumstances, receive personal information about you from third parties, such as service providers or trading counterparties, regulatory or law enforcement agencies, credit reference agencies and agencies conducting background checks. Personal information may also be obtained from publicly accessible sources of information, such as public databases, industry associations, social media and online professional networks.

Why we collect information about you

We may collect and use your personal information for the purposes of administering the relationship between us, marketing our products and services to you or the businesses with which you are associated, monitoring and analysing our activities, and complying with applicable legal or regulatory requirements.

We will use one of the permitted grounds under the applicable law to process your information. Such grounds include instances where you have given your consent and cases where your consent is not required under applicable law, such as where we are required to comply with a legal obligation, or where we or a third party determine that is necessary for our legitimate interests to collect and use your personal information.

The legitimate interests to collect your personal information may include any of the purposes identified above and any other purpose where we or a third party have determined that you have a reasonable expectation for us or a third party to collect or use your personal information for such purpose. You have the right to object to the use of your personal data for direct marketing purposes.

What are the consequences of failing to provide your personal information?

As a regulated financial services firm, we are subject to legal and regulatory obligations that may require us to collect and store your personal information, such as the requirements to comply with the applicable law on prevention of financial crime, tax and regulatory reporting, or the rules on recording and monitoring of communications (as described below).

We may also need to collect and use your personal information for the purposes of entering into or performance of a contractual arrangement between us.

A refusal to provide us with personal information may, depending on the purpose for which your personal information is required, have various consequences such as us being unable to communicate with you, the termination of any service or other contractual arrangement between us, or, where we have a reasonable suspicion of illegal activity, we may be required to make a report to regulatory or enforcement agencies.

The types of personal data we may collect and use

The categories of personal data we may collect will depend on the nature of our relationship with you and the purpose of which information is being collected. Such personal data may include names, residential addresses or other contact details, signature, nationality, date and place of birth, national insurance or other tax identification number, photographs, copies of identification documents, bank account details, information about assets or net worth, credit history, criminal and administrative offences, source of funds details, as well as special categories of data, such as biometric data, information about a person’s ethnic origin, religious beliefs, health, or other sensitive information.

Do we use automated decision-making processes?

No.

Do we share your personal information with third parties?

We may (to the extent relevant to the purpose for which we collect your information), share your personal data with third parties, such as:

· our affiliates or other entities that are part of our group or with our clients;

· any person to whom we have a right or obligation to disclose personal data, or where we determine that disclosure is necessary to protect or defend our rights or property, including with regulators, courts of law, governmental, regulatory or law enforcement agencies;

· our internet, IT, telecommunications and other service providers, including legal advisers, accountants, payroll administrators, insurance and employee benefits providers and administrators;

· service providers and trading counterparties to our clients, including placement agents or distributors, brokers, banks, trading venues, clearing houses, custodians, corporate services providers, administrators of our funds, and providers of customer relationship management tools;

· credit reference agencies and other third parties conducting background checks in the context of employment or client, counterparty, or investment due diligence;

· any person, as directed by you; or

· any person to whom we transfer any of our rights or obligations under any agreement, or in connection with a sale, merger or consolidation of our business or other transfer of our assets, whether voluntarily or by operation of law, or who is otherwise deemed to be our successor or transferee.

Transfers of personal information to countries outside of the European Economic Area (EEA)

Due to the international nature of our business, your personal data may be transferred to countries outside of the EEA, such as to jurisdictions where we or our clients conduct business or have a service provider, including countries that may not have the same level of data protection as that afforded by the EU General Data Protection Regulation and other data protection rules applicable to us (collectively, “Data Protection Law”). In these circumstances, we take steps to ensure that the recipient agrees to keep your information confidential and that it is held securely in accordance with the requirements of Data Protection Law, such as by requesting appropriate contractual undertakings in our legal agreements with service providers.

For how long do we keep your personal information?

We will generally keep personal information about you for as long as necessary in relation to the purpose for which it was collected, or for such longer period if required under applicable law or necessary for the purposes of our other legitimate interests.

The applicable retention period will depend on various factors, such as any legal obligation to which we or our service providers are subject as well as on whether you decide to exercise your right to request the deletion of your information from our systems. As a minimum, information about you will be retained for the entire duration of any business relationship we may have with you, and for a minimum period of five years after the termination of any such relationship.

We will, from time to time, review the purpose for which we have collected information about you and decide whether to retain it, update it, or securely delete it, if the information is no longer required.

What are your rights?

You have certain rights under Data Protection Law in respect of the personal data we hold about you and which you may exercise. These rights are:

  • to request access to your information;
  • to request rectification of inaccurate or incomplete information;
  • to request erasure of your information (a “right to be forgotten”);
  • to restrict the processing of your information in certain circumstances;
  • to object to our use of your information, such as where we have considered such use to be necessary for our legitimate interests (e.g. in the case of direct marketing activities);
  • where relevant, to request the portability of your information;
  • where you have given consent to the processing of your data, to withdraw your consent; and
  • to lodge a complaint with the competent supervisory authority.

How to contact us

If you have any questions about this Privacy Notice or requests with regards to the personal data we hold about you, you may contact our Compliance Officer by email (Paul.Davies@Sandbaram.com) or by writing to Paul Davies, Personal Data Breach Notification, Warnford Court, 29 Throgmorton Street, London, EC2N 2AT.

Complaining to ICO

You have the right to complain to the Information Commissioner’s Office (ICO). Further information is available from the ICO’s website.

Recording and monitoring of communications

We may record and monitor telephone conversations and electronic communications with you for the purposes of:

· ascertaining the details of instructions given, the terms on which any transaction was executed or any other relevant circumstances;

· ensuring compliance with our regulatory obligations; or

· detecting and preventing the commission of financial crime.

Copies of recordings will be stored for a period of five years, or such other longer period as we may determine from time to time.

 

Under the Financial Conduct Authority’s (“FCA”) Conduct of Business Rules 2.2A.5, Sandbar Asset Management LLP 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 allocation, 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.’

The 2020 Code Principles are:

  1. Signatories’ purpose, investment beliefs, strategy, and culture enable stewardship that creates long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society.
  2. Signatories’ governance, resources and incentives support stewardship.
  3. Signatories manage conflicts of interest to put the best interests of clients and beneficiaries first.
  4. Signatories identify and respond to market-wide and systemic risks to promote a well-functioning financial system.
  5. Signatories review their policies, assure their processes and assess the effectiveness of their activities.
  6. Signatories take account of client and beneficiary needs and communicate the activities and outcomes of their stewardship and investment to them.
  7. Signatories systematically integrate stewardship and investment, including material environmental, social and governance issues, and climate change, to fulfil their responsibilities.
  8. Signatories monitor and hold to account managers and/or service providers.
  9. Signatories engage with issuers to maintain or enhance the value of assets.
  10. Signatories, where necessary, participate in collaborative engagement to influence issuers.
  11. Signatories, where necessary, escalate stewardship activities to influence issuers.
  12. Signatories actively exercise their rights and responsibilities.

Whilst supporting the objectives underlying the Code and adhering to the highest standards of corporate governance and due diligence in respect of its investments, Sandbar, having considered the 2020 Code, believes that the Principles are not applicable to its investment activities at this time. Should that change in the future, Sandbar will review its commitment to the Code and update this disclosure accordingly. This disclosure will be reviewed at least annually.

For any questions regarding this disclosure, please email: paul.davies@sandbaram.com

Disclosure last updated: 18th June 2020

Sandbar Asset Management LLP (“Sandbar” or the “Firm”) is required to provide an annual disclosure regarding execution venues and brokers that it uses for each asset class as well as information regarding the quality of execution received. This disclosure covers the following classes of financial instruments that were traded during the period: (1) equities – shares and depositary receipts; and (2) contracts for difference.

The Firm invests on behalf of its clients, primarily in equities and as such, the instruments traded in the period were cash equities and equity swaps / CFDs. The Firm’s strategy is to trade in highly liquid, all listed stocks primarily in the U.S. and developed European markets although it may choose to trade certain Asian stocks.

The Firm continually assesses the list of counterparties it uses with the ultimate goal of obtaining the best result for our clients. Although the firm has pre-negotiated commissions with its execution brokers and maintains an internal transaction cost analysis, the commission rates are not always the most important factor when choosing an executing broker. The Firm does not act for retail clients and, accordingly, does not always consider the total consideration to be the most important factor in achieving the best possible result for its clients in respect of a particular trade. As a significant proportion of orders are algorithmic in nature (such as VWAP), order size and likelihood of execution in the manner intended can be more important. All executions are monitored by the trader with an informal review performed by the portfolio manager.

Close Links

There are no close links, common ownership that would give rise to any conflicts of interests with any of the execution venues or brokers used. Additionally, none of our clients have discretion over the counterparties used to trade.

Special Arrangements with Execution Brokers and Venues

The Firm does not receive any discount or rebates in relation to execution services. Although we may on occasion receive short term market colour from our execution providers, it does not influence the choice of executing broker.

Changes to Execution Brokers and Venues

Counterparties are continually assessed, and the Firm may at its discretion remove or add from the authorized broker list depending on results of its execution and broker reviews as well as trading requirements.

Monitoring Quality of Execution

Best execution and conflicts of interest that may arise in the context of appointment of execution brokers are monitored in accordance with the Firm’s Order Execution and Conflicts of Interest policies. Further information on these policies is available on request.

Top 5 Brokers and Venues

 

SRD II aims to improve stewardship and corporate governance by firms including full scope Alternative Investment Fund Managers (“AIFMs”) that invest in shares traded on a regulated market in the European Economic Area (“EEA”) as well as ‘comparable’ markets situated outside of the EEA. COBS 2.2.B.5R, we are required to:

  1. develop and publicly disclose an engagement policy that meets the requirements of COBS 2.2B.6R; and
  2. 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
  3. 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:
    1. strategy
    2. financial and non-financial performance and risk
    3. capital structure
    4. social and environmental impact and corporate governance
  3. conducts dialogues with investee companies.
  4. exercises voting rights and other rights attached to shares.
  5. co-operates 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 behaviour, 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.

Sandbar 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

In the last year, the Funds managed by Sandbar have not held equity positions in EEA listed companies above 3% of any investee companies issued share capital and has not participated in any proxy voting. Accordingly, Sandbar is deemed to exercise an ‘insignificant’ influence over the management of its investee companies therefore is not engaging in Corporate Governance matters as defined by the SRD II.

Sandbar will update this disclosure should there be any significant changes to the size of its equity holdings and/or at least on an annual basis.

 

Introduction

The Standards Board for Alternative Investments (SBAI) is an industry-led exercise in market discipline. Investors and managers have developed the Standards which are based on a “comply-or-explain” regime and applicable to alternative investment fund managers. They cover the areas of Disclosure, Valuation, Risk Management, Governance and Shareholder Conduct. The Standards can be viewed at www.sbai.org.

Signatories to the Standards are required to make available to their existing and prospective investors a Disclosure Statement in relation to their conformity with the Standards as well as provide an explanation on which Standard(s) they choose not to comply with and explain their approach.

Sandbar is a signatory to all the standards set out by the SBAI and became a signatory to the Standards in July 2020.

The Standards

The Standards address key issues relating to alternative investment practices, covering the areas of:

    • Disclosure

This section focuses on the areas that managers are expected to disclose to investors

    • Valuation

The area of valuation focuses on three major areas: segregation of functions in valuation, approach to handling and disclosure of hard-to-value assets and disclosure.

    • Risk Management

Risk management is a vital component of the fund management process. This section looks at portfolio risks, operating risks, and outsourcing risks.

    • Fund Governance

Fund Governance is about establishing the fund governing body, selecting its members with relevant skills, and tackling potential conflicts of interest.

    • Shareholders Conduct

This section covers prevention of market abuse, proxy voting and borrowing stock.

A detailed breakdown of each Standard can be found on the SBAI’s website – The Alternative Investment Standards

Disclaimer

No responsibility, duty of care or liability whatsoever (whether in contract or tort or otherwise including, but not limited to, negligence) is or will be accepted by the Standards Board for Alternative Investments Limited (“SBAI”), the Board of Trustees of the SBAI, any member of the SBAI’s Investor Chapter (each an “Investor Chapter Member”) or a Core Supporter of the SBAI to Signatories, investors or any other person in connection with the Standards or any Conformity Statement or Disclosure Statement made by any Signatory. A Core Supporter can be a Signatory to the Standards, a member of the SBAI’s Investor Chapter or an investment consultant.

Neither the SBAI nor its Board of Trustees is a regulator of the alternative investment industry and their role does not extend beyond being a custodian of the Standards. None of the SBAI, its Board of Trustees, the Investor Chapter Members and the Core Supporters will seek to enforce compliance with the Standards by Signatories. The fact that a manager is a Signatory to the Standards is not and should not be taken as an endorsement of such manager by the SBAI, the Board of Trustees, any Investor Chapter Member or any Core Supporter or as a representation by the SBAI, the Board of Trustees, any Investor Chapter Member or any other Core Supporter that such Signatory operates in conformity with the Standards. In determining whether to accept a manager’s application to become a Signatory (or whether to revoke a manager’s status as a signatory), the Board of Trustees is entitled to rely on the information provided to it by such manager without further investigation or verification. Further, subject to any duties a Trustee may have under applicable law, it is not envisaged, or expected, that a Trustee will when participating in any such decision of the Board of Trustees take into consideration information which it may possess otherwise than in its capacity as a Trustee. For the avoidance of doubt, Trustees act as individuals.

None of the SBAI, the Board of Trustees of the SBAI, the Investor Chapter Members and the other Core Supporters accept any responsibility or liability for any loss or damage caused to any person who acts or refrains from acting as a result of anything contained in or omitted from the Standards or any Conformity Statement or Disclosure Statement made by any Signatory or in reliance on the provisions of or material in the Standards or any Conformity Statement or Disclosure Statement made by any Signatory, whether such loss or damage is caused by negligence or otherwise.