Bluegem Capital (Luxembourg) S.à r.l

Remuneration

OCTOBER 2024

Introduction

Bluegem Capital (Luxembourg) S.à r.l. (the “Company”) is a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 4-6 rue de la Boucherie, 1247 Luxembourg, G-D of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B283767.

The Company is authorized by the Commission de Surveillance du Secteur Financier (the “CSSF”) as an alternative investment fund manager within the meaning of chapter 2 of the Luxembourg Law of 12 July 2013 on alternative investment fund managers, as amended (the “AIFM Law”). 

The Company is part of the same group as Bluegem Capital Partners LLP located in the United Kingdom.

Purpose

This remuneration policy (the "Policy") has been approved by the conducting officers of the Company and by the board of managers of the Company (the "Board").

Pursuant to Article 12 of the AIFM Law, alternative investment fund managers ("AIFM") must have remuneration policies and practices for those categories of staff, including 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, whose professional activities have a material impact on the risk profiles of the AIFMs or of the alternative investment fund ("AIF") they manage, that are consistent with and promote sound and effective risk management and do not encourage risk-taking which is inconsistent with the risk profiles, management regulations or instruments of incorporation of the alternative investment fund they manage. They must determine the remuneration policies and practices in accordance with Annex II of the AIFM Law.

Further, consideration has been given to the requirements as outlined in Regulation (EU) 2019/2088 on sustainability – related disclosures in the financial sector (the “SFDR Requirements”).

Remuneration principles

A.      General principles

For the purposes of this Policy, “remuneration” consists of all forms of payments or benefits made by the Company or by an entity of the Group to which the Company belongs (the “Group”) on behalf of the Company in exchange for professional services rendered by the Company’s Identified Staff. It also includes any amount paid by an AIF itself, including performance fees.

The Board, in its supervisory function, ensures that the Policy is consistent with and promotes sound and effective risk management and is in line with the business strategy, objectives, values and interests of the Company.

i)                    Remuneration is divided into fixed remuneration and variable remuneration.

ii)                   Variable remuneration is discretionary and depend on the performance of an individual, the individual’s business unit, the AIF, the overall results of the Company as well as the Group.

iii)                 The appropriate balance of remuneration components may vary across staff members, depending on their functions, activities, seniority and their personal achievements but the variable part of the remuneration should in principle not exceed 50% of the annual gross remuneration for Identified Staff.

B.      Risk mitigating features and risk alignment of variable remuneration

To limit excessive risk taking:

i)                    Variable remuneration is both performance-based and risk-adjusted.

ii)                   Fixed and variable components of total remuneration are appropriately balanced, and the fixed remuneration component represents a sufficiently high proportion of the total remuneration to allow the operation of a fully flexible policy on variable components, including the possibility to pay no variable remuneration component.

iii)                 Staff engaged in control functions are compensated in accordance with the achievement of the objectives linked to their functions, independently of the performances of the business areas that they control.

iv)                 Sustainability risks are integrated into the process by which variable remuneration is determined, including at a minimum, adherence to the Group’s Sustainability Policy.

C.     SFDR requirements

The Company considers that there is no risk of misalignment with the sustainability risks associated with the investment decision-making process of the AIFM in respect to the Funds it manages, based on the limited impact of variable remuneration of the employees identified as risk-takers on the risk profile of the Funds, along with the fact that the Company delegates the portfolio management activity for the Funds to the relevant entity appointed.

As mentioned above, the Company delegates portfolio management activity to a suitably qualified and skilled portfolio manager. The Company ensures that the portfolio manager adopts remuneration policies and procedures which are consistent with the integration of sustainability risks, when sustainability risks are integrated into the investment decision making process. The Company performs periodic oversight and seek confirmations from the delegate portfolio manager that these policies are being complied with and the remuneration structures are not encouraging excessive risk-taking with respect to sustainability.