Remuneration Policy

GRAVIS CAPITAL MANAGEMENT LTD ("GCM") and GRAVIS ADVISORY LIMITED ("GAL"), together "GRAVIS"

Introduction

Firms are expected to ensure that their remuneration policies, practices and procedures are clear and documented. To record those policies, practices and procedures and assess their compliance with the Remuneration Codes, firms can complete a Remuneration Policy Statement ("RPS"). The level of detail within the RPS may vary depending on the firm's size, internal organisation and the nature, scope and complexity of its activities. This document is based on the FCA Remuneration Policy Templates covering the AIFM Remuneration Code (Chapter SYSC 198 in the FCA Handbook) and MIFIDPRU Remuneration Code (Chapter SYSC 19G in the FCA Handbook).

Gravis operates a group Remuneration Policy which takes into account the requirements of both the AIFM Remuneration Code and the MIFIDPRU Remuneration Code as they apply to GCM and GAL. The GCM Board ("the Board") is the governing body for the purposes of this Policy.

The performance year runs from 1 April to 31 March.

1. General Firm Information

Firm Name	FRN	Firm Type
Gravis Capital Management Ltd	770680	Full scope AIFM / SNI MIFIDPRU firm
Gravis Advisory Limited	1004078	Non-SNI MIFIDPRU firm

GCM is subject to the requirements of both the AIFM Remuneration Code and the MIFIDPRU Remuneration Code. Where a firm is subject to different remuneration codes, it must comply with the most stringent of the relevant provisions. Due to the size of the MIFID business, limited MIFIDPRU remuneration code rules apply and, as a result, the AIFM remuneration code requirements are more stringent than the relevant MIFIDPRU remuneration code requirements for GCM.

In certain cases, based on size, internal organisation, scope and complexity of activities, some of the AIFM remuneration provisions can be disapplied if it is proportionate to do so. Considerations of proportionality may result in the disapplication of the following provisions (collectively referred to as the pay-out process rules):

• deferral of between 40% and 60% of variable remuneration for three to five years;
• payment of at least 50% of variable remuneration other than in cash; and
• retention of non-cash instruments for a period following ex post risk adjustments.

In applying proportionality, there is an AUM threshold to consider as well as other proportionality elements. GCM is currently just over the AUM threshold (i.e., it is generally not appropriate to disapply pay-out process rules if AUM, including assets acquired through the use of leverage, is greater than £1bn). However, on consideration of the other proportionality elements it has been deemed appropriate to continue to disapply the pay-out process rules for GCM.

The other proportionality elements include the size of the firm, its internal organisation/ownership structure, its FCA risk impact profile and the nature, scope and complexity of its activities (e.g., number of funds managed, number/type of investment strategies, fee structures).

GAL is subject to the MIFIDPRU Remuneration Code. However, as with the AlFM remuneration code, there are criteria for dis-application of certain MIFIDPRU Remuneration Code rules. Where the value of on-balance sheet and off-balance sheet assets are less than £100m over the preceding 4- year period, the following provisions can be disapplied. This is relevant to GAL.

• 50% of variable remuneration to be paid in shares;
• deferral of at least 40% of variable remuneration for at least 3 years; and
• establishment of an appropriate retention policy.

2. Remuneration Schemes

Gravis operates a discretionary bonus scheme and it applies to all staff.

3. AIFM Remuneration Code Staff and Material Risk Takers

AIFM Remuneration Code Staff (GCM only) comprise those categories of staff whose professional activities have a material impact on the risk profiles of the AIFM or of the AIFs the AIFM manages. This includes senior management, risk takers, control functions and any employees receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers.

Material Risk Takers (GAL only) are those members of staff who have a material impact on the risk profile of GAL and the funds managed.

AIFM Remuneration Code Staff and Material Risk Takers are sent a Notification Letter and a register is maintained by Compliance.

Notwithstanding the fact that GCM and GAL meet the criteria for dis-application of bonus deferral under the AIFM Remuneration Code and MIFIDPRU Remuneration Code respectively, certain AIFM Remuneration Code Staff and Material Risk Takers are subject to deferral of a percentage of bonus for up to one/two years.

4. Remuneration Principles

4.1 Gender neutral remuneration policies and practices

As part of our commitment to equality, diversity and inclusion, Gravis respects its statutory duties in relation to equal pay and non-discrimination and is committed to complying with those duties in relation to its remuneration practices.

4.2 Risk management

Gravis has implemented comprehensive risk management processes and there is a strong culture of compliance sponsored by the Board. The remuneration of staff is linked to the adherence and management of systems and controls through agreed objectives. This is in line with the key element of good governance that states that remuneration should reward good risk management performance and should not be structured so that it encourages excessively risky behaviour or behaviour which exceeds a firm's risk appetite

4.3 Supporting business strategy, objectives, values and interests, and avoiding conflicts of interest

Gravis' business objective is to increase its assets under management whilst maintaining the target returns. It plans to expand the fund structures it manages to include institutionally backed private funds or segregated mandates (in addition to the existing publicly listed investment companies).

Such growth is subject to consistent compliance with the investment strategy/objectives of the relevant individual funds. Variable remuneration for each employee is dependent on the performance of Gravis as a whole and is not linked to the individual performance of the different funds.

4.4 Oversight of remuneration policies and practices

Due to the size, nature and lack of complexity of Gravis, it is not considered proportionate to establish a remuneration committee. The Board is responsible for setting and overseeing the Remuneration Policy. The Policy is reviewed annually.

4.5 Control functions

Gravis has in-house legal resource and a dedicated risk and compliance team. The remuneration for these individuals is not calculated with reference to the performance of the funds and is subject to ultimate sign-off by the Board.

4.6 Measurement of performance

The approach to variable remuneration is such that all variable remuneration is discretionary in nature. The policy is that variable remuneration will not be approved which prejudices the regulatory capital position of either GCM or GAL.

The bonus pool is determined by the profitability and revenue of the business, but adjusted as appropriate depending on market benchmarks, retentions and the overall business plan.

5. Remuneration Structures

5.1 Assessment of performance

The measurement of performance used to calculate bonuses includes:

(i) the consideration of an individual's performance in the role assigned to them based on formal annual reviews; and

(ii) the performance of Gravis as a whole, adjusted for current and future risks.

Bonuses are proposed by the CEO for a committee of the Board to review and require ultimate approval of the Chairman of GCM.

5.2 Non-standard forms of variable remuneration

Gravis does not pay guaranteed variable remuneration.

Any rewards pertaining to the early termination of a contract are carefully determined in accordance the best interests of the funds and underlying investors, Gravis and the staff member and in accordance with applicable contractual terms. Any such payments must be ratified by the Board.

5.3 Fixed and variable components of remuneration

Gravis pays its staff at a level sufficient to attract and retain suitably qualified and experienced staff. Remuneration is structured as a fixed annual salary in line with industry scales and an annual discretionary bonus. The level of remuneration reflects the market value of the role performed as well as the skills, experience and performance of the particular individual. The variable element is fully flexible. Bonus awards are dependent on the overall performance of the firm and could be zero.

6. Pension Policy

Gravis has a defined contribution employee pension plan which is provided by Hargreaves Lansdowne. Gravis contributes 6% on a non-contributory basis and will further match up to 2% of employee contribution, subject to individuals' annual allowances.

7. Personal Investment Strategies

Personal hedging strategies are prohibited and any breach of this prohibition is cause for summary dismissal.

8. Avoidance of the Remuneration Codes

Gravis does not pay remuneration through any vehicles or methods that would facilitate the avoidance of the AIFM or MIFIDPRU Remuneration Codes or this Policy.

9. Remuneration Disclosures

The remuneration information required to be disclosed under MIFIDPRU 8 is available on the Gravis website.