FinSA INFORMATION NOTICE

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Introduction

The purpose of this information brochure ("notice") is to inform our client ("you") in accordance with our duty to do so under the Swiss Financial Services Act ("FinSA"). This brochure contains information on 51 North Capital GmbH (“51 NORTH”), the financial services offered and the associated risks as well as on how conflicts of interests are handled.   

FinSA was adopted by the Swiss Parliament in 2018 and entered into force on 1 January 2020 (subject to certain transitional periods). It introduces a new regulatory framework governing Swiss financial markets and impacts the financial service providers.   

Financial Services According to FinSA

FinSA regulates the provision of financial services and financial instruments to clients (as defined in FinSA). For more details on client classification, you may refer to the sections "Client classification" and "Change in client classification" below. FinSA generally applies to financial service providers, client advisors and producers of financial instruments.

FinSA defines the following activities carried out for clients as financial services: (a) acquisition or disposal of financial instruments, (b) receipt and transmission of orders in relation to financial instruments, (c) administration of financial instruments (portfolio management), (d) provision of personal recommendations on transactions with the financial instruments (investment advice), and (e) granting of loans to finance transactions with financial instrument.

The following are financial instruments that are subject to FinSA: (a) equity securities, (b) debt instruments (securities not classified as equity securities), (c) funds units, (d) structured products, (e) derivatives, (f) deposits whose redemption value or interest is risk or price dependent, excluding those where the interest is linked to an interest-rate index, and (g) bonds (unit in an overall loan subject to uniform conditions).    

Information on 51 NORTH

51 NORTH – with its headquarter located at Dorfstrasse 14, 85737 Ismaning, Germany (https://51northcapital.com) and acting in the context of investment brokerage of and investment advice in financial instruments pursuant to Section 2 (2) No. 3 and No. 4 of the German Securities Institutions Act ("WpIG") as a contractually tied agent pursuant to Section 3 (2) WpIG exclusively for the account and under the liability of AHP Capital Management GmbH, Weissfrauenstrasse 12-16, 60311 Frankfurt am Main, ("AHP") – is a German company acting as placement agent/distributor of collective investment schemes (funds). 51 NORTH is acting on behalf of AHP.   

Information on AHP Capital Management GmbH 

1) Details of the company 

AHP Capital Management GmbH 

Weissfrauenstrasse 12-16 

60311 Frankfurt, Germany 

Phone: +49 69 2475 19681 

Email: info@ahp-cm.com 

County Court Frankfurt am Main HRB 108225 ∙ VAT ID No. DE279586449  

Managing Directors:

Frank Ackermann

Frank Rothauge

Lars Hunsche

The object of AHP Capital Management GmbH is providing investment advice and investment brokerage services regarding financial instruments, in particular: 

• transmission of orders which belongs to financial instruments ("investment brokerage" within the meaning of Swiss supervisory law pursuant to Art. 3 (c) 2 FinSA in conjunction with Art. 3 (2) of the Swiss Ordinance on Financial Services (Financial Services Ordinance, “FinSO”), 

• other brokerage of transactions concerning the acquisition and sale of financial instruments and securities ("investment brokerage" within the meaning of German supervisory law pursuant to section 2 (2) no. 3 WpIG and section 2 (8) no. 4 WpHG), 

• providing of personal recommendations relating to transactions in financial instruments ("investment advice" within the meaning of Swiss supervisory law pursuant to Art. 3 c (4) FinSA) 

• providing of other personal recommendations to clients or their representatives relating to transactions in certain financial instruments and securities, provided that the recommendation is based on an examination of the investor's personal circumstances or is presented as suitable for the investor and is not disclosed exclusively through information dissemination channels or to the public ("investment advice" within the meaning of German supervisory law pursuant to section 2 (2) no. 4 WpIG and section 2 (8) no. 10 WpHG). 

AHP Capital Management GmbH involves contractually bound intermediaries (“tied agents”) to provide its investment services to its clients. These tied agents acting for the account and under the liability of AHP Capital Management GmbH have their registered office in Germany and are registered in Germany. They can be found on the BaFin website: https://portal.mvp.bafin.de/database/VGVInfo/ 

The language of communication of this FinSA Information is English. The contractual binding language is German in case the contract is offered in German and English. AHP Capital Management GmbH can be reached by post, by telephone or e-mail and via the contact form on the website at https://www.ahp-cm.com/anfrage.  

You are welcome to contact 51 NORTH as a matter of priority to arrange an appointment. Should you wish to discuss your concerns with us, we will be happy to assist you. In order to ensure a smooth and timely processing of your orders for transactions in financial instruments, we ask you to coordinate your order placement directly with 51 NORTH.

2) Supervisory authority and authorization

AHP Capital Management GmbH is subject to the following German supervisory authority: 

Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") 

Securities Supervision/Asset Management 

Graurheindorfer Str. 108, 53117 Bonn, Germany 

Phone: +49 228 422 80 

Fax: +49 228 42274 94 

E-mail: poststelle-ffm@bafin.de  

AHP Capital Management GmbH is licensed by BaFin as a securities institution pursuant to section 15 (1) WpIG and is authorized to provide the following securities services pursuant to section 2 (2) no. 3 and 4 WpIG respectively section 2 (8) 1 no. 4 and no. 10 WpHG:  

• Investment Brokerage 

• Investment Advice 

By providing investment brokerage and investment advisory services, AHP Capital Management GmbH may not acquire ownership or possession of client funds or securities and may not acquire or dispose of financial instruments for its own account. 

51 NORTH shall act in connection with the provision of investment brokerage services for the account and under the liability of AHP Capital Management GmbH in accordance with section 3 (2) WpIG. Investment brokerage services are always deemed to be provided by AHP Capital Management GmbH. For other services provided by 51 NORTH, 51 NORTH shall be liable itself and directly. 

Under Swiss supervisory law, AHP Capital Management GmbH is considered a financial service provider within the meaning of Art. 2 (1) a and Art. 3 (d) FinSA insofar as it provides brokerage services for financial instruments on a professional basis in Switzerland or for clients in Switzerland. If it involves its own employees or the employees of 51 NORTH in providing investment brokerage services, these are deemed to be client advisors pursuant to Art. 3 (e)7 FinSA. There is no obligation to register these client advisors in the register of advisors because of the distribution exclusively to professional and institutional clients pursuant to Art. 28 (2) FinSA and Art. 31 FinSO.

Client Classification

If AHP Capital Management GmbH in Switzerland forwards orders concerning financial instruments, it is obliged under Swiss supervisory law to divide its (potential) clients into client categories. The three categories differ primarily with regard to the investors' need for information and protection: 

• institutional clients pursuant to Art. 4 (1) c FIDLEG 

• professional clients pursuant to Art. 4 (1) b FIDLEG 

• retail clients pursuant to Art. 4 (1) a FIDLEG 

With regard to clients domiciled in Switzerland, AHP Capital Management GmbH exclusively provides brokerage services for financial instruments to per se professional and per se institutional clients and not to retail clients.

The Client is a per se professional Client under Swiss and German regulatory law if it is 

• a public corporation with professional treasury operations that is neither national nor supranational, 

• a pension institution or an institution which, according to its purpose, serves the occupational pension scheme and has professional vaulting, 

• a large company (two of the following parameters must be exceeded: Balance sheet total of at least CHF 20 million, turnover of at least CHF 40 million, equity capital of at least CHF 2 million) or 

• a private investment structure with professional treasury operations created for high-net-worth retail clients.  

Pursuant to Art. 3 (8) FINLEV, a company or a private investment structure set up for wealthy retail clients has professional treasury operations if, within or outside the company or private investment structure, a professionally qualified person with experience in the financial sector is entrusted with the management of the financial resources on a permanent basis. 

Under Swiss supervisory law, the client is deemed to be a per se institutional client if it is: 

• a financial intermediary under the Swiss Federal Act on Banks and Savings Banks (Banking Act, BankA, "BankG"), the Swiss Federal Act on Financial Institutions (Financial Institutions Act, FinIA, "FINIG") or the Swiss Federal Act on Collective Investment Schemes (Collective Investment Schemes Act, CISA, "KAG"), 

• an insurance company under the Swiss Federal Act on the Supervision of Insurance Companies ("Insurance Supervision Act, ISA, "VAG"), 

• a foreign client who is subject to prudential supervision, such as a financial intermediary or an insurance company, 

• a central bank or 

• a national or supranational public entities with professional treasury operations. Accordingly, a client that meets one of these requirements is also considered a per se eligible counterparty under German regulatory law.  

Change in Client Classification

Clients may declare in writing that they wish to "opt out" (reduce their regulatory protection) or, alternatively, "opt in" (increase their regulatory protection). The following changes of categories are allowed by FinSA:    

High net worth retails individuals (HNWIs) and related investment structures

HNWIs and private investment structures set up for HNWIs (without professional treasury operation) may declare in writing that they wish to be treated as professional clients ("opting out"/” Elective Professional”), provided that the criteria laid down by the regulations are met:

- based on education and professional experience or on the basis of comparable experience in the financial sector, the clients possess the necessary knowledge to understand the risks associated with the investments, and

- the clients have at their disposal financial assets of at least CHF 500,000;

or  

- the clients have at their disposal financial assets of at least CHF 2 million.

Eligible "financial assets" include financial investments held directly or indirectly by the client, in particular: (i) sight or time deposits with banks and securities firms, (ii) certificated and uncertificated securities, including collective investment schemes and structured products, (iii) derivatives, (iv) precious metals, (v) life insurance policies with a surrender value, (vi) restitution claims from other assets held in trust specified in cif. (i) to (v) above. Direct investments in real estate and claims from social insurance schemes as well as occupational pension assets do not qualify as financial investments.

Professional clients

Occupational pension schemes and other institutions whose purpose is to serve occupational pensions with professional treasury operations and companies with professional treasury operations may declare in writing that they wish to be treated as institutional clients ("opting out") or, on the other hand, all professional clients that are not institutional clients may declare in writing that they wish to be treated as retail (private) clients ("opting in").

Institutional clients

Institutional clients may declare in writing that they wish to be treated as professional clients ("opting in").

Should a client wish to "opt-in" or “opt-out", please reach your contact at 51 NORTH, send us an email at info@51northcapital.com or send an email to compliance@ahp-cm.com. 

Achieving the best possible result – principles of order execution 

AHP Capital Management GmbH is obliged to treat client orders to the best of its ability. It does not execute client orders regarding the disposal of financial instruments, but it forwards the client order to the executing agency. The transaction is then concluded directly between the client and the executing agency or the business partner. 

To ensure that the best possible result is achieved and to reach the broadest possible group of product providers and trading partners, AHP Capital Management GmbH uses suitable information and trading systems in addition to directly approaching suitable banks and, where possible, other suitable information and trading systems.  

AHP Capital Management GmbH continuously monitors the entities involved in the processing of business transactions.  

Against this background, AHP Capital Management GmbH does not have its own best execution policy.  

Principles for dealing with possible conflicts of interest 

AHP Capital Management GmbH endeavours to avoid potential conflicts of interest in connection with the provision of brokerage and investment advisory services. It hereby informs the client of the general nature and origin of conflicts of interest and the steps taken to limit the risks of impairment of client interests to the extent that organisational arrangements are not sufficient to reasonably ensure that the risk of impairment of client interests is avoided. Conflicts of interest cannot be completely ruled out due to the increasing complexity of financial services. 

Conflicts of interest may arise between: 

• our clients and AHP Capital Management GmbH 

• our management, our employees (together “our employees”) or our tied agents or other persons associated with us, and our clients 

• our employees or our tied agents or other persons associated with us and AHP Capital Management GmbH 

• the banks cooperating with us or our business partners and AHP Capital Management GmbH or our clients 

• and between our clients themselves. Conflicts of interest may arise in particular: 

• in the provision of advice and in brokering for the own (sales/profit) interest of AHP Capital Management GmbH or our tied agents in the sale of financial instruments or to avoid losses. 

• in the case of receipt of inducements from third parties in connection with investment brokerage or investment advice for clients. 

• upon receipt or guarantee of sales commissions.  

• by obtaining information that is not public and subsequently conducting personal business with our employees and the employees of our tied agents or persons closely associated with them. 

• from the preference of certain clients or client interests. 

• from other business activities of AHP Capital Management GmbH with issuers of financial instruments, such as participation in issues or co-operations. 

• from personal relationships of our employees or persons associated with them or in the participation of these persons in supervisory or advisory boards. 

In order to avoid extraneous interests that may, for example, influence the provision of advice or the execution of orders, AHP Capital Management GmbH and its employees have committed themselves to high ethical standards. AHP Capital Management GmbH expects its employees to exercise diligence and honesty at all times, to act lawfully and professionally, to observe market standards and, in particular, to always consider the client’s interests. 

At AHP Capital Management GmbH, under the direct responsibility of the management, the compliance unit is responsible for monitoring, identifying, avoiding and managing conflicts of interest within the business units. In detail, the following measures are taken, among others: 

General organisational measures: 

• Implementing comprehensive organisational arrangements to protect client interests in our organisational policies and committing to comply with them 

• Introduction of multi-level process-integrated and process-independent control mechanisms 

• Disclosure and consent requirements for certain business or personal relationships Concrete measures in relation to the identified conflicts of interest: 

• Maintenance of an insider and watch list, which serves to monitor the sensitive information volume as well as to prevent the misuse of insider information 

• Maintaining a blacklist, which serves, among other things, to counter potential conflicts of interest by prohibiting business or advisory activities or financial analyses 

• Establishment of binding internal regulations for personal transactions of our employees and the employees of our tied agents and disclosure of accounts and deposits, including regular monitoring by the Compliance Office 

• Disclosure to the Compliance Office of securities transactions by our employees and the employees of tied agents where conflicts of interest may arise in the course of their work 

• Disclosure of the costs and ancillary costs associated with our investment services and the financial instruments, so that the total costs and their impact on the return on the investment can be seen, e. g. in the “Ex ante - Cost Information”. 

• No specification of sales targets in the securities services business 

• Designing our remuneration models for our employees and the employees of our tied agents in compliance with BT 8 of the German BaFin-Circular 05/2018 (WA) - Minimum requirements for the compliance function and further conduct, organisation and transparency obligations (“MaComp”) and other regulations so that no dependence on variable remuneration components arises and no incentives are created to take on high risks 

• Regulations on the acceptance of benefits and disclosure of the acceptance and granting of benefits 

• Unambiguous disclosure of the existence, type and extent of benefits we receive from third parties, in particular brokerage and portfolio commissions, insofar as these are not paid out to our clients 

• Regular training of our employees and the employees of the tied agents, in particular also with regard to possible conflicts of interest, their avoidance or reduction  

• Creation of organisational procedures to safeguard the client’s interest in investment advice, e.g. introduction of a product approval and monitoring procedure for new products adapted to the needs of our clients, in order to avoid conflicts of interest resulting from our institution’s own sales interests and to prevent the brokerage of financial products to clients with investment objectives and risk appetites that do not match these. • Selection of our cooperation partners (custodian banks, other executing credit institutions, capital management companies, other product providers and issuers) according to the criteria of favourable cost structure and best possible order processing  

• Conflicts of interest that cannot be avoided are disclosed to the clients concerned before a transaction is concluded or advice is given. 

Special attention is drawn to the following points: 

• A conflict of interest may arise if AHP Capital Management GmbH performs various functions in combination, e. g. if it acts for clients within the scope of investment advisory mandates and at the same time is commissioned by issuers of securities to broker securities against payment. A conflict of interest exists here, if these securities are recommended as an investment opportunity within the scope of the investment advisory mandate. On the other hand, there is no conflict of interest if AHP Capital Management GmbH receives remuneration from the securities issuer for the brokerage of securities, provided no investment advisory mandate has been concluded with these clients.  

• Furthermore, AHP Capital Management GmbH may receive benefits from fund companies or other securities service providers in connection with the brokerage of securities. These include, on the one hand, sales-related follow-up commissions that product providers or other service providers pay to AHP Capital Management GmbH on a recurring basis from the management fees they collect. Insofar as AHP Capital Management GmbH has brokered these securities to clients with whom it has concluded an investment advisory mandate, a conflict of interest exists. 

• Insofar as AHP Capital Management GmbH prepares financial analyses and disseminates them, it will provide information on the relevant conflicts of interest. 

• Pursuant to Art. 8 (2) b FinSA and Art. 9 (1) FinSO, AHP Capital Management GmbH will inform the client about economic ties to third parties insofar as these ties may lead to a conflict of interest in connection with investment brokerage.  

Principles for dealing with complaints and other claims 

Any complaints or other queries may be communicated to AHP Capital Management GmbH or 51 NORTH by letter, telephone, or e-mail, stating the name, contact details and description of the concern of the client, business partner or third party (together "Complainant") to the contact details set out in clause A. 1.1). 

The complainant will receive immediate confirmation by letter or e-mail of the receipt of his/her/its complaint or other claim. The concern will be processed promptly. If this is not possible within two weeks of receipt, the complainant will receive an interim response from AHP Capital Management GmbH by letter or e-mail. Within four weeks of receipt, the complainant should receive a final decision by letter or e-mail. If this is not possible for AHP Capital Management GmbH, it shall inform the complainant of the reasons for this and its estimate of when the clarification is expected to be completed. AHP Capital Management GmbH does not charge any costs to the complainant for processing the request.  

AHP Capital Management GmbH stores the personal data transmitted in connection with a complaint and uses it exclusively to process the request and to comply with statutory retention obligations and any disclosure obligations. 

For more information, please visit https://www.ahp-cm.com/beschwerdemanagement.   

Principally no investment advice in Switzerland 

AHP Capital Management GmbH points out that it does not provide investment advice in Switzerland. If, by way of exception, it should provide investment advice in Switzerland to issuers or fund companies or their management companies or outsourced fund asset managers, this investment advisory service is always preceded by the conclusion of a textually documented investment advisory agreement. All essential (supervisory) legal features of the provision of investment advice are set out therein.   

Product selection and appropriateness test in investment brokerage in Switzerland 

AHP Capital Management GmbH only distributes certain third-party financial instruments in Switzerland and not its own financial instruments within the meaning of Art. 8 (2) c FinSA and Art. 10 FinSO. Its investment brokerage offering of financial instruments is thus severely limited compared to the existing market offering.  

AHP Capital Management GmbH does not assess the appropriateness of a financial instrument for professional and institutional clients. 

The presentation of the general risks associated with financial instruments within this FinSA Information is omitted, as the investment brokerage of financial instruments by AHP Capital Management GmbH in Switzerland is aimed exclusively at professional and institutional clients and, pursuant to Art. 13 (3) and Art. 20 (1) FinSA, it may assume that these clients have the necessary knowledge and experience, in particular also with regard to the risks associated with the financial instruments, and that the investment risks associated with the investment brokerage are financially bearable.  

Costs and Inducements 

AHP Capital Management GmbH informs the client that it and 51 NORTH may, within the framework of the contracts concluded with the client in respect of financial instruments, receive one-off and ongoing benefits that accrue to it from third parties in connection with the provision of a financial service, within the meaning of Art. 26 (3) FinSA ("inducements"). If it receives such inducements, it shall inform the client thereof. This information must include the type and scope of the inducement and must be provided before the brokerage service is provided or before the contract is concluded. If the amount cannot be determined in advance, AHP Capital Management GmbH shall inform its clients of the calculation parameters and the bandwidths. Upon request, it shall disclose the amounts effectively received in accordance with Art. 26 (2) FinSA. 

If the client has waived full payment of this inducements, AHP Capital Management GmbH may collect the inducement in accordance with Art. 26 (1) FinSA. AHP Capital Management GmbH shall use inducements to improve the quality of the service provided to the client. In addition, the brokerage provided must not conflict with the proper provision of the service in the best interests of the client.   

Furthermore, AHP Capital Management GmbH shall inform the professional client who has not waived the application of § 8 (2) a FinSA of the additional costs incurred in the acquisition or sale of the financial instruments to be brokered. 

Furthermore, AHP Capital Management GmbH refers the institutional client to the product and sales documents for the brokered financial instrument (e.g. in the basic information sheet or in the sales prospectus) with regard to the type and amount of the costs incurred when acquiring or selling the financial instruments to be brokered.

No participation in mediation proceedings before an ombudsman's office 

AHP Capital Management GmbH does not participate in a mediation procedure before a recognized ombudsman's office pursuant to Title 5 of the FinSA.