EU Sustainable Finance Disclosure Regulation

Principal adverse impacts - statement of non-compliance

The Sustainable Finance Disclosure Regulation (“SFDR”) requires Chenavari to make a “comply or explain” decision whether to consider the principal adverse impacts (“PAIs”) of its investment decisions on sustainability factors, in accordance with a specific regime outlined in SFDR. Chenavari (the “Firm”) has opted not to comply with that regime. Accordingly, the Firm does not consider the principal adverse impacts of its investment decisions on sustainability factors.

The Firm has carefully evaluated the requirements of the PAI regime in Article 4 SFDR, and in the draft Regulatory Technical Standards which were published in April 2020 (the “PAI regime”). The Firm is supportive of the policy aims of the PAI regime, to improve transparency to clients, investors and the market, as to how financial market participants integrate consideration of the adverse impacts of investment decisions on sustainability factors. However, taking account of the nature and scale of the Firm’s activities and the types of products the Firm makes available, the Firm considers that it would be disproportionate to comply with the specific PAI regime of the SFDR. The Firm is also concerned about the lack of reasonably priced / readily available data to comply with many of the reporting requirements of the PAI regime, as the Firm believes that issuers and market data providers are not yet ready to make available all necessary data for the PAI regime.

The Firm will keep its decision not to comply with the PAI regime under regular review.

Notwithstanding the Firm’s decision not to comply with the PAI regime, the Firm has implemented positive ESG-related initiatives and policies, as part of its overall commitment to ESG matters.

Transparency of remuneration policies in relation to the integration of sustainability risks

The remuneration of staff (to the exclusion of the members of the Board) will be determined by the Chenavari executive management on the basis of both quantitative criteria (for example, financial performance of the individual, their business unit and the Chenavari Group) and qualitative criteria (for example, individual performance, assessment of adherence to certain policies and procedures). The qualitative criteria used include, among others, an assessment of whether the relevant individual employee has complied with Chenavari’s sustainability policies, including the Firm’s Policy of Responsible Investment, where applicable.

In general terms, a positive or neutral assessment of overall compliance by individual Staff with the Responsible Investment Policy would not in itself be expected to contribute to any additional variable remuneration being awarded to individual Staff. However, in extreme cases as assessed by the Group, a negative assessment of overall compliance by an individual Staff member regarding the Responsible Investment Policy may result in a reduction in the variable remuneration amount which would otherwise have been awarded to that individual Staff member. The amount of any such reduction must be authorised by the Group’s Executive Management and is determined at the sole discretion of the Executive Management.

Disclaimer

All persons using the www.chenavari.com (“Chenavari Website”) expressly agree to the foregoing disclaimer as a pre-condition to using the Chenavari Website for any purpose whatsoever. The Chenavari Website gathers information about Chenavari Financial Group and Chenavari Credit Partners LLP (the “Chenavari Companies”). The Chenavari Website has been provided for information purposes only and may not be relied upon by you in evaluating the merits of investing in any securities or interests referred to on this website. This website is not for retail investors and is directed only at investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”). For the purposes of this provision, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by Directive 2010/73/EU).

The Chenavari Companies may change these conditions, at any time, which will be posted accordingly on the Chenavari Website. Your access to the Chenavari Website is governed by the relevant conditions in place at the time of browsing. To the maximum extent permitted by law, the Chenavari Companies disclaim all liability to you arising out of your use of the Chenavari Website. All disputes relating to these conditions or your use of the Chenavari Website are governed by the laws of England and Wales. The Chenavari Website is intended solely for the use of eligible counterparties or professional clients, for the purposes of the UK Financial Conduct Authority’s rules, who can afford the risks inherent in the instruments offered or managed by Chenavari Companies. All persons subscribing for an investment must be able to bear the risks involved and must meet the suitability requirements relating to such investments.

The Chenavari Website is not intended as, and is not to be taken as an offer or solicitation with respect to the purchase or sale of any security or interest, nor does it constitute an offer or solicitation in any jurisdiction, including those in which such an offer or solicitation is not authorised to any person to whom it is unlawful to make such a solicitation or offer. None of the securities referred to in the website have been or will be registered under the US Securities Act of 1933 or the securities laws of any other jurisdiction, and may be offered and sold in the United States and elsewhere only in accordance with an applicable exemption from the registration requirements thereof. The funds have not been registered under the US Investment Company Act of 1940. Furthermore, Subject to certain exceptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, or Japan or to any resident or citizen of Australia, Canada, or Japan. The offer and sale of the securities referred to herein and on the pages that follow have not been and will not be registered under the applicable securities laws of Australia, Canada, or Japan. or any other jurisdiction which would be prohibited by applicable law.

The following web pages contain information on foreign collective investment schemes which have not been approved by the Swiss Financial Market Supervisory Authority (FINMA) for distribution in or from Switzerland to non-qualified investors in accordance with Article 119 et seq of the Federal Act on Collective Investment Schemes of 23 June 2006 (“CISA”). The information contained in the following pages is only directed to “qualified investors” within the meaning of Article 10 CISA with domicile/registered seat in Switzerland.

By clicking on the “ACCEPT” button, you certify that you are a qualified investor, an institutional investor or a financial professional in your own Jurisdiction and that nothing prevents you from getting access to the information available on this website.

Whilst the information contained on the Chenavari Website has been given in good faith and every effort has been made to ensure its accuracy. The information and any opinions contained herein have been obtained from or are based on sources which are believed to be reliable. The Chenavari Companies expressly disclaim making any express or implied warranties with respect to the fitness of the information contained herein for any particular usage, its merchantability or its application or purpose. The Chenavari Website is not intended to constitute, and should not be construed as investment advice. Prior to making any investment or hiring any investment manager you should consult with a professional financial advisor, legal and tax advisor to assist in due diligence as may be appropriate and determining the appropriateness of the risk associated with a particular investment.

Furthermore, to the extent permitted by law, neither the funds managed by Chenavari Credit Partners LLP nor any of their agents, service providers or professional advisers assumes any liability or responsibility nor owes any duty of care for any consequences of any person acting or refraining to act in reliance on the information contained in the Chenavari Website or for any decision based on it. In particular, neither of the Chenavari Companies shall be liable for any direct or indirect loss or damage to you, any loss of profits, loss of business, revenue, data, goodwill or anticipated servicing, or any consequential loss or damage.

Any of the Chenavari Companies’ instruments should review the prospectus of the funds and strategies before making an investment decision and should rely only on the information contained in the instrument offering documentation. Past performance is not necessarily indicative of future results. The actual performance realised by any given investor will depend on, amongst other things, the Fund invested into, the class of shares/interests subscribed for the period during which such shares/interests are held and in what currency such shares/interests are held. Prospective investors should take appropriate advice, on the legal requirements, possible tax consequences, foreign exchange restrictions or exchange control requirements that they may encounter under the laws of the countries of their citizenship, residence or domicile and that may be relevant to the subscription, purchase, holding, exchange, redemption or disposal of any investments. Chenavari Companies reserve the right to terminate, at any time, any User’s account without giving notice or a reason for such termination to the User.

Users of the Chenavari Website may view, download and print information and materials for its personal and internal business use provided that all hard copies contain all copyright and other applicable notices; all content on the Chenavari Website is protected by copyright. All Users may not reproduce, modify, copy, alter in any way, distribute, sell, resell, transmit, transfer, license, assign or publish any information obtained from the Chenavari Website. Users shall not use this site at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international laws or regulations when using the Chenavari Website. We are concerned about the privacy of any personal information you may provide to us through this Website.

Chenavari Companies, and the logos and marks included on the Chenavari Website that identify the Chenavari Companies’ services and products are proprietary materials. The use of such terms and logos and marks without the express written consent of Chenavari Companies is strictly prohibited. Copyright in the pages and in the screens of the Chenavari Website, and in the information and material therein, is proprietary material owned by Chenavari Companies unless otherwise indicated. The unauthorized use of any material on the Chenavari Website may violate numerous statutes, regulations and laws, including, but not limited to, copyright, trademark, trade secret or patent laws.

If any provision in this Disclaimer Agreement is held to be invalid or unenforceable, then the remaining provisions shall continue in full force and effect.

Telephone communications or conversations between an Investor and the Investment Manager, the AIFM or the Administrator will be recorded to the extent that that they result or may result in activities in financial instruments (as defined in MIFID II).