Disclosure Document

Disclosures required under Guernsey Financial Services Commission’s Conduct of Business Rules and other Laws.

 

Disclosures pertinent to all Clients

Data Protection

RAW Capital Partners will share client data with other group companies and third party contractors as required for those parties to perform their duties. We do not share data with external marketing companies or organisations.

About RAW Capital Partners Limited (the “Manager” or “Company”)

The Manager was incorporated in September 2012 and has been licensed by the Guernsey Financial Services Commission under the Protection of Investors Law since January 2013. The Manager is licensed for the regulated activities of promotion, subscription, management, dealing and advising for category 1 and 2 investments.

Financial Advice

The Manager does not provide financial advice to Retail Investors as defined in the Licensees (Conduct of Business) Rules (2014).

Stock Lending

The Manager will not enter in into any stock lending arrangements on the Clients assets without their express prior consent.

Investment Risks

Investments can go down as well as up. Even in a rising market there will always be short term volatility which means that if the portfolio needs to be realised there is no guarantee that the Client will get back all the money invested. No guarantee of investment performance or income generation is given. Past performance is no guarantee of future performance. Some of RAW Capital Partners‘ investment programs are systematically managed. The algorithms for such programs have been tested against historic data but there is guarantee that the same results would be generated in similar market conditions in the future.

Certain investment programs we run, may have very high levels of concentration risk increasing the overall risk of capital loss to the Account.

The Private Opportunities investment program invests in private equity investments and may have very high levels of concentration risk increasing the overall risk of capital loss to the Account as well as being very illiquid. Private equity investments have the potential to lose 100% of their value.

The manager seeks to mitigate investment risks identifying medium to longer term investment opportunities and holding those investments for longer periods with lower turnover in the portfolio than some other managers. The systematic programs do not deliver orders directly to the market but require manual review and approval before being issued.

Execution Risk, Best Execution and Aggregated orders

There is a risk that the Manager or its brokers may not be able to execute a desired trade at or close to the expected price which could negatively impact the value of the Account. The Manager tries to avoid placing trades when there is likely to limited liquidity in the investments beings traded. The Manager typically places deals with a broker for execution on the opening or closing of the market.  Should the Manager decide, it may place orders at other times of the day with or without limit orders to the broker.

The timing of placing trades can have a significant impact on the returns of the Account. This can be particular so during times of higher volatility in the markets.

The Manager monitors the performance of brokers in placing trades. Prior to placing an aggregated order, the Manager will inform the broker of all Accounts participating in such order, and the number of contracts each Account is to receive. The Manager will use the allocation procedures of the clearing broker for any aggregated order resulting in a split or partial fill.

Best execution is achieved by using a single broker. The Manager does not receive any research, retrocessions or similar from the broker.

Currency Risk

Subject to the Clients investment restrictions, the Manager may invest in assets denominated in a currency other than the valuation currency of the Account. This would give rise to currency exposure through the movement of foreign exchange rates. The Manager may or may not choose to hedge such currency positions in part or in whole. The Manager may also actively take currency positions through the use of foreign exchange contracts, currency forwards or other derivatives. Any currency exposure could have a negative impact on the Account value in the valuation currency if currency rates change regardless of the performance of underlying investments. Where the Manager considers there may be a significant currency risk to the Account it may consider using hedging techniques to mitigate such risks.

Suitability

Because of the investment risks outlined above, some investments may only be considered appropriate for Professional Investors or Eligible Counterparties.

In determining the suitability of an investment(s) for a client, the Manager will rely on the completeness and accuracy of information provided by the Client.

 

Technology Risks and Business Continuity

The Manager is reliant on access to data feeds, market information and the internet to operate normally. Disruption to communications may cause delays in trading which may impact the price at which investments are bought or sold. The Manager has various contingencies in place to mitigate such risks but it is impossible to eliminate all such risks. The investment industry is seeing an increasing incidence of cyber attacks on business. It is possible that such an attack on the Manager could disrupt our ability to manage the Account and place trades in the way we would otherwise have wished.

The Manager seeks to mitigate the technology risks through the outsourcing of its IT requirements to a specialist company that implements industry standard firewalls, virus protection and data back-up.

Fraud Risk

The Manager and / or the Broker or other counterparties may be the subject of attempted fraud. Such fraud could potentially occur against the Account or the Manager or other service provider impacting on the ability of that company to operate or even remain solvent.

The Manager has financial controls in place to help prevent fraud which include having a limited number of authorised signatories to its accounts and every transaction requiring two authorised signatories to be approved. The Manager has also outsourced it financial accounting to a specialist firm of accountants which helps to provide additional independent oversight of its financial records. The accounts of the Manager are audited each year.

Conflicts of Interest

From time to time it is possible that one or both parties to the IMA may be in a conflicted position. The Manager’ policy on dealing with conflicts of interest is “that the Company and staff must seek to avoid or manage conflicts of interest. Where a conflict arises, staff should ensure fair treatment to all its Clients by disclosure, internal rules of confidentiality, declining to act, or otherwise. Staff should not unfairly place its interests above those of its Clients and, where a properly informed Client would reasonably expect that the firm would place his interests above its own, the Company should live up to that expectation.”

Client Monies

Client Monies will be held in a designated client account when not invested.  Clients will not receive interest on any balance held in the client account.

Where client transactions on the client account result in an amount of £20 or less remaining on the client account, for example after the purchase of shares, this amount (or higher if relevant bank charges would negate the benefit) will not be returned to the client and will be for the benefit of RAW Capital Partners.

Where funds are being returned to a client, they will only be returned to an account in the name of the client. No third party payments will be made.

Collection of Fees

Fees will be calculated in accordance with the IMA and will normally be collected from the Account within 2 weeks of the due date. Where fees are denominated in a currency different to the currency of cash held the Account, the Account will bear any foreign exchange risk.

Complaints Procedure

Client complaints should be made in writing and sent by email to info@rawcapitalpartners.com.. All complaints should include the Client name and Account number. All Client complaints will be referred to the Compliance Officer and Clients should receive an initial response within 2 working days.

Disclosures pertinent to Clients invested only in Private Opportunities

Investment Risks

In addition to the Investment Risks referred to above, the Private Opportunities program invests in early stage private equity investments and may have a risk of capital loss to the Client as well as being very illiquid. Private equity investments have the potential to lose 100% of their value.

The manager seeks to mitigate investment risks by identifying investment opportunities with clear potential for success and undertakes limited diligence on the prospect company before investing.

Definitions

Account – the Account maintained by the Manager for the Client.

Client – a person entering in to an agreement with the Manager

Eligible Counterparties - any entity licensed for Dealing, Managing or Advising under POI Law; a bank, insurance company or collective investment scheme; a pension scheme or its management company; other similar entity.

Professional Investors – a person who - regularly invests in collective investment schemes, company shares or other private investments of such size that they can reasonably be expected to understand the risks involved of such transactions; provides a certificate from a financial advisor indicating that he has obtained independent financial advice; has been a non clerical employee of a professional investor firm for more than 3 years.

Retail Investors - a client who is not a Professional Client or an Eligible Counterparty.

Terms – Terms and Conditions outlined for example in a term sheet or other agreement.

June 2017