Pillar 3 Disclosure Policy

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Background

Rye Bay Capital LLP (’Rye Bay Capital’ or the ‘Firm’) is authorised and regulated by the Financial Conduct Authority (the ‘FCA’). The Firm is a full scope Alternative Investment Fund Manager (‘AIFM’) and is categorised by the FCA, for capital purposes, as a Collective Portfolio Management Investment(“CPMI”) firm. The Firm is not required to prepare consolidated reporting for prudential purposes.

The Capital Requirements Directive (“CRD”) is the framework for implementing Basel II in the European Union. Basel II implements a risk sensitive framework for the calculation of regulatory capital. This was implemented in the United Kingdom through changes to the Financial Conduct Authority (“FCA”) Handbook of Rules and Guidance, and specifically through the creation of the General Prudential Sourcebook (“GENPRU”) and the Prudential Sourcebook for Banks, Building Societies and Investment Firms (“BIPRU”), specifically BIPRU 11.

The framework consists of three pillars:

The framework consists of three pillars:

  • Pillar 1 – sets out the minimum capital requirements for the investment manager;

  • Pillar 2 – deals with the Internal Capital Adequacy Assessment Process (“ICAAP”) undertaken by the Firm to assess the adequacy of capital held in relation to its material risks; and

  • Pillar 3 – requires the Firm to publicly disclose its policies on risk management, capital resources and capital requirements.

Rye Bay Capital makes Pillar 3 disclosures annually, via the company’s website, www.ryebaycapital.com. The information contained in this disclosure is accurate as at the Accounting Reference Date (‘ARD’), 30 th November 2018. The disclosure has not been audited by Rye Bay Capital’s external auditors and does not constitute any form of financial statement.

Materiality & Confidentiality

The Firm regards information as material in disclosures, if its omission or misstatement could change or influence the assessment or decision of a user relying on that information for the purpose of making economic decisions. The Firm regards information as proprietary/confidential if sharing that information with the public would undermine its competitive position.

Minimum Capital Requirements

Pillar 1 – Minimum Capital Requirements;

As a CPMI firm, Rye Bay Capital has an initial capital requirement of €125k and an ongoing capital resource requirement which comprises the greater of:

i. sum of market risk and credit risk (for non-AIFM business); and

ii. the funds under management requirement (the sum of the Firm’s base own funds requirements of €125k plus 0.02% of the amount by which the Firm’s funds under management (related to the Funds) exceed €250m); and

iii. the own funds based on fixed overheads requirement (“FOR”); plus (for the latter two items)

Whichever is applicable of:

i. the professional negligence capital requirement (“additional own funds requirement”); or

ii. the professional indemnity insurance (“PII”) capital requirement.

Rye Bay Capital calculates the credit risk applicable to its non-AIFM activities under the simplified approach.

The Firm has deemed the FOR to be the higher of these values and this is therefore used for the purposes of the Pillar 1 calculation. The FOR based upon the 30th November 2018 audited financial statements amounted to £323k.

As the Firm does not deal as a principal and holds no current assets other than cash & cash equivalents, the Firm’s non-trading book market risk requirement is the Foreign Currency Position Risk Requirement for which the Firm multiplies the sum of the absolute values of its ‘open currency position’ by 8%.Capital Resource Summary as at the ARD:

Capital Item£’000s
Tier 1 capital less innovative tier 1 capital486
Tier 2 capital0
Tier 3 capital0
Total capital resources, net of deductions486

With a surplus of 50%, the Firm considers this amount to be sufficient regulatory capital to support the business and we have not identified any areas which would require the Firm to provision for additional risk based capital.

Risk Management Objectives and Policies

The Firm’s Executive Committee (‘EC’) have approved the appointment of two Designated Members

(‘DMs’), the Chief Investment Officer & Chief Operating Officer (‘COO’). The DMs are ultimately responsible for ensuring compliance with all regulatory requirements and comprehensively reviewing all risk issues at the Firm. The Firm’s COO is responsible for systems and controls and for reporting of various risk management matters including: overseeing the risk management activities at the Firm. The COO is functionally separated from the investment management team.

Rye Bay Capital has clearly documented policies and procedures which are designed to minimize risks to the Firm and all staff are required to confirm that they have read and understood them.

Pillar 2 – ICAAP

Rye Bay Capital undertakes an ICAAP at least annually, which is the process through which Rye Bay Capital determines that it is able to identify and manage its key risks on an on-going basis and that it has sufficient capital in respect of such risks. The process is forward looking and is an integral part of the management of the Firm.

The EC formally reviews and approves a finalised ICAAP document at least annually. The EC, as part of its review of the ICAAP, sets the Firm’s risk appetite, confirms that the Firm’s key material risks have been considered and assessed, and validates the stress testing scenarios.

Following the completion of the ICAAP for the year ended 30 th November 2018, the Firm has concluded that its Tier 1 capital is sufficient to cover its Pillar 1 and Pillar 2 requirements.

Remuneration

Given the nature and size of the business, remuneration for all personnel is approved by the DMs.

The Firm reviews the performance of all partners/ employees and based thereon, and in accordance with any contractual obligations/ compliance with the FCAs rules on remuneration, the DMs determine the overall level of remuneration.

The purpose of the AIFMD Remuneration Code (‘the Code’) is to ensure that firms have risk focused remuneration policies, which are consistent with and promote effective risk management and do not expose themselves to excessive risk. The Firm has reviewed all existing employment related contracts to ensure ongoing compliance with the Code.

The Firm has identified ‘Code Staff’ as defined by the FCA as being those who have a material impact on the risk profile of the Firm or the AIFs managed by the Firm, or anyone whose remuneration takes them into the same bracket as senior management or risk takers. Based on the Firm’s profile, the DMs consider that it has one business area, investment management. For the financial year to 30th November 2018, the total remuneration for these staff amounted to £10.1m.

 

UK STEWARDSHIP & SRD II

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Under Rule 2.2.3R of the Financial Conduct Authority's (“FCA”) Conduct of Business Sourcebook, Rye Bay Capital LLP (“Rye Bay Capital” or “the Firm”), to the extent it is managing investments for a professional client (as defined by the FCA), is required to include a disclosure about the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, explain its considered choice based on the Firm’s investment approach.

The Code is a voluntary code and sets out a number of principles relating to engagement by investors in UK-listed companies. The Firm pursues a European strategy that includes investing in UK equities. The Code is therefore relevant to some aspects of the Firm's trading. Whilst the Firm generally supports the objectives that underlie the Code, the Firm has chosen not to commit to the Code.

The Firm employs a consistent global approach to engagement with issuers and their management in all of the jurisdictions in which it invests and, consequently, does not consider it appropriate to commit to any particular voluntary code of practice relating to any individual jurisdiction.

The Firm is considering its position with respect to obligations under the Shareholder Rights Directive and will in due course publish an appropriate disclosure regarding its policy, related processes, and engagement with investee companies (as per Conduct of Business Sourcebook 2.2B.5 R).

Complaints Handling

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Rye Bay Capital LLP (“Rye Bay Capital”) – Complaints

“In the context of Rye Bay Capital LLP’s (“Rye Bay Capital”) business as an Alternative Investment
Fund Manager (“AIFM”), “eligible complainants” are underlying investors in the Alternative Investment
Funds (“AIFs”) managed by Rye Bay Capital who are individuals “acting for purposes which are
wholly or mainly outside that individual’s trade, business, craft or profession”.

You should contact us if there are any aspects of the AIF management services provided by Rye Bay
Capital that you are unsatisfied with.

Please write to:

The Compliance Officer
Rye Bay Capital LLP
10 Brook Street, London, W1S 1BG

We take every complaint seriously and your complaint will be handled in accordance with the relevant
FCA rules. Rye Bay Capital has a written complaints handling policy, a copy of which is available from
the Compliance Officer on request.

In the event we are unable to resolve your complaint to your satisfaction, you may also be entitled to
refer your complaint to the Financial Ombudsman Service (“FOS”). The FOS is a UK agency for
arbitrating on complaints between regulated firms and their clients. Full FOS details can be found on
its website at www.financial-ombudsman.org.uk.

Privacy Notice

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PRIVACY NOTICE

Your privacy is very important to us. This notice (“Privacy Notice”) is provided by Rye Bay Capital 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; or
  • [the use of Internet “cookies” (an information collecting device from a web server), as described further 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 or genetic 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:

  • 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 to complianceofficer@ryebaycapital.com or by writing to The Compliance Officer, Rye Bay Capital LLP, 10 Brook Street, London, United Kingdom, W1S IBG.

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.

Use of cookies

We may send text files (e.g., “cookies” or other cached files) or images to your web browser to store information on your computer. Such text files and images are used for technical convenience to store information on your computer. For instance, we may use a session cookie to store form information that you have entered so that you do not have to enter such information again. We may use information stored in such text files and images to customise your experience on this website and to monitor use of this website. You may set your browser to notify you when you receive a cookie.  Many web browsers also allow you to block cookies. If you block cookies you may not be able to access certain parts of this website. You can disable cookies from your computer system by following the instructions on your browser or at www.allaboutcookies.org.  

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.

 

 

 

 

RTS 28 Disclosure

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RTS 28 Disclosure

On an annual basis Rye Bay Capital LLP (The ‘Firm’) are required to provide additional disclosures around the execution venues utilised for each asset class and certain information on the quality of execution in line with the Regulatory Technical Standard 28 of the MiFID II Regulation. The information detailed below relates to the Firm’s MiFID business.

These documents have been prepared by Rye Bay Capital LLP solely for the purpose complying with Regulatory Technical Standard 28 of the MiFID II regulation. These documents are intended solely for the use of professional investors defined as Eligible Counterparties or Professional Clients and is not for general public distribution.

The information herein is for general guidance only, and it is the responsibility of any person or persons in possession of these documents to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. These documents are not intended as an offer or solicitation with respect to the purchase or sale of any security. These documents are not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation

Nothing in these documents are intended or should be construed as advice. Past performance is no guarantee of future performance.