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2016-01-13

Your Independent
Third Party Alternative
Investment Fund Manager

Allegro S.à r.l. is an independent third party management company governed by Chapter 15 of the Law of 17 December 2010, and authorised by the Luxembourg supervisory authority for the financial sector, the Commission de Surveillance du Secteur Financier (CSSF).

AIF

Alternative Investment Fund: any collective investment undertaking, including investment compartments thereof, which raises capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors and which does not require authorisation pursuant to the UCITS Directive.

Both open-ended and closed-ended vehicles and listed and un-listed vehicles can be AIFs for the purposes of the AIFM Directive. The definition captures a large breadth of vehicles that would be regarded as “funds”, including all non-UCITS investment funds, wherever established. The definition may also capture arrangements which are not regulated Undertakings for Collective Investments under the supervision of the CSSF (e.g. Soparfis).

AIFM

Alternative Investment Fund Manager under the European directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on alternative investment fund managers and amending directive 2003/41/EC and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No 1095/2010, as amended or supplemented from time to time (the “AIFM Directive”).

AIFMD

The European directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on alternative investment fund managers and amending directive 2003/41/EC and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No 1095/2010, as amended or supplemented from time to time (the “AIFM Directive”).

CSSF

Commission de Surveillance du Secteur Financier. The CSSF is responsible in Luxembourg for the prudential supervision of credit institutions, other professionals of the financial sector, undertakings for collective investments, pension funds, SICARs, securitisation vehicles issuing securities to the public on a continuous basis, stock exchanges, payment and securities settlement systems, operators of payment or securities settlement systems.

Custodian / Depositary

Luxembourg SIFs must appoint a credit institution as depositary bank which is responsible for both the safekeeping of assets and the supervision of the fund and its management company (FCP).

FCP

Fonds Commun de Placement, often referred to as “Common Fund”. A Luxembourg investment fund similar to mutual funds and unit trusts, an FCP represents the undivided co-ownership of assets of its unitholders. Since it exists in contractual, not in corporate form, it needs a governing body in the form of a management company.

Fund administration

The activities and tasks required to run a fund, including the calculation of the net asset value (“NAV”) per share/unit, the calculation of fees and fund performance fees, the preparation of financial statements and the maintenance of the share register, reporting to the regulator etc.

General Partner

The managing general partner of either a corporate partnership limited by shares (S.C.A.), or of a common limited partnership (S.C.S.) or of a special limited partnership (S.C.Sp.).

Governance/ownership models

The structure that reflects the role of Allegro within the fund’s governance. Allegro S.à r.l. is able to offer a range of different governance/ownership models to its investors, for both FCPs and SICAVs.

governance-ownership-models

For further details on how to best implement your fund vehicle, please do not hesitate to contact us.

Luxembourg Stock Exchange

The Luxembourg Stock Exchange was created in 1927. It is a major centre for listing and trading of international bonds, equities and investment funds.

S.C.S. and S.C.Sp.

Société en Commandite Simple (S.C.S.), a Limited Partnership type corporate form, composed of a general partner and at least one limited partner. Exists also as “Société en Commandite Spéciale” (S.C.Sp.) or Special Limited Partnership, which does not have legal personality.

SICAV

Société d’lnvestissement à Capital Variable, a Luxembourg investment fund often referred to as “Investment Company” with variable capital. Having a corporate form, SICAVs may either be self-governed by their board of directors/general partner or they may opt to designate a management company / AIFM to act as governing body on a day-to-day basis. SICAVs are considered non-transparent tax vehicles.

SIF tax regime

  • Taxation: Taxe d’Abonnement of 0.01% pa
  • Possibility to launch tax transparent or non-tax transparent SIF
  • No corporate income tax on revenue or capital gains from securities and no wealth tax
  • No capital gains tax for non resident investors
  • No withholding tax on distributions
  • SIFs may benefit from double tax treaties under certain circumstances

Transfer Agent

The agent that is entrusted to issue, register, and redeem shares/units of SIFs and to keep and update the share/unit register of the fund.

UCITS

Undertaking for Collective Investment in Transferable Securities. The concept originally derived from the European Directive 85/611/EC as amended, which provides a single regulatory regime across the European Union for open-ended funds.

Well-informed investors

SIFs can issue shares/units to well-informed investors only. This category of investors includes private individuals who are deemed able to understand the risks associated with investing in the SIF, invest a minimum of 125,000 EUR in the SIF, and adhere to the status of well-informed investor. The minimum investment amount may be waived if the well-informed investors receive a positive assessment from a credit institution, an investment firm or a management company confirming the ability to adequately appraise an investment in the SIF.