Remuneration Policy – BlueBay Asset Management LLP

 Remuneration Policy – BlueBay Asset Management LLP Introduction The objective of this Policy is to support BlueBay Asset Management LLP's (BlueBay) business strategy, objectives and values, including prudent risk management, by attracting, retaining and motivating the key talent to achieve these outcomes. Scope This Remuneration Policy (the Policy) applies to all BlueBay's partners and employees including the management team and international population. The policy covers all aspects of remuneration including partner drawings, salaries, bonuses, incentive plans, hiring and severance packages and pension arrangements. Wholly‐owned overseas businesses are covered by this Policy. Where local laws or regulations set more rigorous requirements for any aspect, those stricter provisions must also apply. However, where any aspect of this Policy would contravene local laws or regulations, then the local laws or regulations shall override. General Principles Remuneration policies, procedures and practices (collectively referred to as a "remuneration policy") should be consistent with and promote sound and effective risk management and not encourage excessive or inappropriate risk‐taking which is inconsistent with the risk profiles of BlueBay's funds. Remuneration policy should be in line with BlueBay's business strategy, objectives, values and long‐term interests, but also take into account the interests of BlueBay's funds and the investors in such funds. BlueBay's total variable remuneration should not limit its ability to strengthen its capital base. The structure of an individual's remuneration package should be consistent with and promote effective risk management. Fixed and variable components of total remuneration should be appropriately balanced, with the fixed element being set at a sufficient level to ensure that the policy on the variable component can be operated in a fully flexible manner, including the possibility of there being zero variable remuneration in any particular year. Where BlueBay's financial performance is subdued or negative, total variable remuneration should generally be contracted. This Policy is consistent with the general principles set out above. 11/18613261_6
Governance Governance processes ensure robust oversight of reward, effective management of any potential conflicts of interests and reflect the need to link remuneration decisions with our risk appetite and profile. The governance of remuneration is managed through various bodies. The Remuneration Committee oversees remuneration policies and procedures, including this Policy, and provides an independent view into the remuneration decisions. The Remuneration Committee takes into consideration financial and non‐financial criteria, risk and compliance reports, and any other relevant information in making decisions around remuneration. The Group Risk Committee looks at the risk appetite, tolerance and risk management and feeds its views into the remuneration decision making processes including, if requested, sending a risk report to the Remuneration Committee for consideration. Remuneration Committee The objectives, constitution and responsibilities of the Remuneration Committee are documented separately. The Remuneration Committee is constituted such that it is able to exercise competent and independent judgment in relation to the matters in respect of which it has responsibility. The key objectives and responsibilities include: 
oversight of remuneration policies, to ensure these are operated in a way that promotes effective risk management and does not encourage risk taking which exceeds the stated risk appetite and framework; ensuring that the risks associated with the operation of remuneration policies are considered; giving due regard to any relevant legal or regulatory requirements, and associated guidance, as well as to the risk and risk management implications of its decisions; and reviewing and, if thought fit, approving the remuneration proposals for partners (including senior management and other Code Staff) and employees who are impacted by any local regulations (if any) from time to time. Conflicts of interest This remuneration policy is designed to avoid conflicts of interests between BlueBay and the interests of BlueBay's funds and the investors in such funds, reflects BlueBay's obligations regarding the fair treatment of its clients and is designed to promote appropriate corporate behaviours by relevant persons. Specific measures to avoid conflicts of interest as regards control functions are set out in the section of this Policy on control functions. Control functions The input of BlueBay's risk and compliance functions has been sought in setting the remuneration policy and will continue to be sought whenever the policy is reviewed. The remuneration of the senior members of the risk management and compliance functions will be directly overseen by the Remuneration Committee. The investment teams have no involvement in the 11/18613261_6
decision making process that determines the compensation for the control functions. Control function compensation is not linked to the performance of the investment teams that they may support. Code Staff BlueBay's FCA 'Code Staff' are defined as: 1. Registered SIFs (CF1 – CF29, per SUP 10A.4.4), excluding non‐partner members of the Board and others who are not considered to have a material impact on the firm's risk profile 2. Members of the Management Committee 3. Certain control function and support heads (whether or not also SIFs) – namely:  General Counsel;  Head of Fund Accounting;  Head of Risk;  Head of Compliance;  Head of Human Resources and  Head of Global Business Development 4. Senior Portfolio Managers Code Staff have been identified on the basis that they make decisions that may have a material impact on BlueBay's risk profile. The non‐partner members of the Board are not included because they carry out a supervisory oversight role and do not carry out day to day management of the business. In his capacity as Chief Executive Officer for the Global Asset Management business of RBC, John Montalbano does have supervisory oversight of the Chair of BlueBay's Management Committee, but he does not carry out day to day management responsibilities and therefore is not deemed to be Code Staff. In relation to the remainder of BlueBay's Portfolio Managers (below Senior Portfolio Manager level) and Sales Professionals (including heads of teams), including where such individuals are partners, it is not considered that these individuals have a material impact on the risks to BlueBay (rather than clients' monies) and BlueBay has concluded that the control framework is such that these individuals work within specific risk tolerances and do not have a material impact on the risk profile of the business. BlueBay has been advised by PwC Remuneration Consultants and Herbert Smith Freehills that this approach is being taken across the asset management industry. Each member of Code Staff has been informed that they have been so designated. A record of Code Staff is kept by HR and is reviewed at least annually. Setting annual discretionary bonus pools The Remuneration Committee reviews annually the methods for calculating bonus pools. Separate bonus pools are established for each investment team and the Management Committee. There is also a discretionary bonus pool within which there are arrangements for partners operating within the Infrastructure and Global Business Development divisions and BlueBay employees. 11/18613261_6
The current methodology for calculating the investment teams' bonus pools is categorised as profit share at a team level. Any profit generated by an investment team forms the profit share bonus inclusive of employer's National Insurance Contribution (NIC). Break‐even or losses for any team will result in a zero profit share bonus (discretionary bonus payments may be made where appropriate in respect of individual performance). Bonuses are allocated based on performance of the relevant investment team, fund performance and individual performance, taking into account consideration of financial and non‐financial criteria. Certain costs are deducted from the investment team bonus pools; the main one being salaries and certain partner drawings. The methodology is reviewed by the Remuneration Committee and the Remuneration Committee will take account of any current and future risks (specifically taking into consideration the redemption policy of relevant funds) facing BlueBay and specific funds, when considering whether to approve the methodology. The Management Committee Bonus Pool is determined by reference to a predetermined percentage of the consolidated profits of the BlueBay group (including BlueBay Asset Management LLP and BlueBay Asset Management (Services) Limited), for the relevant financial year. From this pool, members of the Management Committee receive allocations as determined by the Remuneration Committee. Within the discretionary bonus pool, the Remuneration Committee also approves an allocation for partners within the Infrastructure and Global Business Development divisions (the "BD&I Allocation"). The BD&I Allocation is determined by reference to a predetermined percentage of the profits of BlueBay Asset Management LLP for the relevant financial year. From this pool, the Remuneration Committee approves how bonuses are allocated, based on contribution and performance. Partners within the Infrastructure and Global Business Development divisions may also receive additional discretionary bonus amounts from the discretionary bonus pool. For employees, including those operating within the infrastructure (including global business development) division, bonuses are discretionary and are dependent upon individual and business performance. In approving bonus pools and individual bonus amounts, the Remuneration Committee will also take into account (i) the overall profitability of BlueBay in respect of the relevant year, and (ii) any prior year losses of the business. Bonuses are paid annually in February. As this is in advance of the end of the financial year, where bonus pools are derived from profits (i.e. certain partner bonus pools as set out above), the level of payment will be based on the Remuneration Committee's assessment of the anticipated bonus pool. In the event that the level of such profits are insufficient to generate a bonus pool to cover the bonus payments that have been made, any excess payment received by a partner (allocated on a pro rata basis amongst partners who have received bonuses from the relevant bonus pool) shall, under the terms of BlueBay's LLP Agreement, remain outstanding, to be discharged by either a repayment from the partner or from an allocation of profits to the partner in a future year, whichever of the two methods of discharge applies being determined at the discretion of the Board. Culture and Values BlueBay puts great emphasis on its culture, values and the goals set by senior management in consultation with its partners and employees. Our values define who we are, how we behave and what makes us distinctive. Values such as integrity, honesty, respect, accountability and collaboration help guide our decisions, actions and behaviours and are at the core of our collective aspiration to be recognized as a leading specialist asset management 11/18613261_6
firm delivering market leading performance and focused service to our clients, across the full spectrum of global fixed income products. Upholding these values is key to our business and these values are therefore set out in the Partner Profile, and are an integral part of our competency framework against which each BlueBay partner and employee is assessed through the annual performance review. They are also captured within the RBC Code of Conduct and both the Partner and Employee handbooks. Performance management processes Introduction BlueBay operates an annual appraisal process. This reviews competencies for partners and staff covering both financial and non‐financial metrics, specific behavioural competencies including compliance matters. Competencies assessed are: 
Contribution and Effectiveness 
Business & Technical Knowledge 
Attitude & Commitment 
Behaviour which is aligned to BlueBay's values 
Communication 
Continuing to pass the FCA Fit and Proper Test for Approved Persons, taking into account honesty, integrity and reputation; competency, capability and financial soundness 
Remaining competent to carry out the relevant role without supervision, taking into account the individual's experience, knowledge and skills. 
Compliance with and provision of all records required by the Personal Account Dealing Policy and the Gifts and Entertainment Policy. Process Each year performance reviews are completed by the employee's or partner's immediate manager(s) and HR feeds these into the compensation review. Compensation recommendations for all of BlueBay's higher earning employees and all Code Staff (the majority of whom are partners) will ultimately be reviewed and approved by the Remuneration Committee prior to finalisation. When determining compensation, including any variable compensation, managers and the Remuneration Committee will give consideration to: 
overall firm performance; 
collective performance of the relevant team; 
performance of the funds in respect of which the individual has influence; 
individual performance relative to job requirements (including performance against agreed financial and non‐financial objectives where relevant) and with specific attention to stand‐
out performance; 
competitive market benchmarking data; and 11/18613261_6
the duty of BlueBay's partners and employees to act honestly, fairly, professionally and in the best interest of clients Remuneration – Buy‐out awards Buy‐out awards will only be offered exceptionally and will reflect the amount and terms (including the form and any deferral or retention periods) of the variable remuneration awarded or offered by the individual's previous employer. Remuneration – Guaranteed bonuses Guaranteed bonuses will generally not be awarded, paid or provided unless they are: a. exceptional; b. awarded in the context of hiring a new employee or partner, and c. limited to the first year of service. The rationale for all guaranteed variable awards will be fully documented and may be inspected by the FCA. Guaranteed bonuses (if any) for partners will only be paid out of the relevant profit pool in the year of payment. Remuneration –Reward Bonuses Additional reward bonuses, which are designed to incentivise future performance, will only be awarded where these are considered to be compatible with the requirement to implement and maintain remuneration policies, practices and procedures that are consistent with and promote sound and effective risk management. Reward bonuses for partners will only be made from a profit pool established in the year of grant for the purposes of making reward bonuses. Remuneration – deferral of annual discretionary bonuses Annual discretionary bonuses for partners and employees which have an award level of £100,000 or above will be subject to a deferral of at least 40%, with vesting at the end of a three‐year period. All awards will be subject to forfeiture provisions. Remuneration – Severance Severance pay is at BlueBay's absolute discretion. Any payments related to early termination of contracts or retirement from the partnership will reflect performance achieved over time and will be designed in a way which does not reward failure. Severance packages for Code Staff and any material severance payments are subject to the approval of Remuneration Committee. 11/18613261_6
Remuneration – Enhanced pensions BlueBay do not provide any enhanced pension benefits to partners or employees. Personal Investment Strategies Partners and employees must not use personal hedging strategies, including contracts of insurance, relating to remuneration which could undermine the risk alignment effects embedded in their remuneration arrangements. Code Staff will be required to undertake (such undertaking to be renewed on an annual basis) that they will not use such personal hedging strategies/insurance, or any other method or vehicle which could lead to avoidance of any provision of this Policy. Breach of this undertaking and/or the use of such personal hedging strategies/insurance may constitute gross misconduct and will render the individual liable to dismissal or immediate removal from the partnership, without notice or payment in lieu. BlueBay will review from time to time the personal account dealing records of Code Staff to ensure that Code Staff are not using personal hedging strategies in breach of their undertakings. Breaches Any significant breach of this policy or proposed changes to the policy that could have a significant impact on BlueBay's risk profile or resources will be promptly notified to the FCA in accordance with their rules. Review The Remuneration Committee will review this policy periodically as necessary and no less frequently than annually. As part of this process the Remuneration Committee will seek input from HR, Risk, other control functions and independent third parties as required. Approved by the Remuneration Committee 24 June 2014 11/18613261_6