AQA Innovative Fund | AQA Capital Ltd

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Investment Objective and Restrictions

The Sub-Fund’s investment objective is to achieve absolute positive returns under all market conditions.

Methodology

In order to achieve its investment objective, the Sub-Fund shall invest primarily in 12% Fixed Rate Notes issued by San Siro Malta Limited, a private limited liability company registered and existing under the laws of Malta.
The proceeds from the issue of the Notes will be used for a loan that San Siro Malta Ltd will grant to San Siro Investimenti S.R.L. San Siro Investimenti S.R.L will utilize the Loan to finance the development of a new thermal and spa center in the center of Milan, in the San Siro area.

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ASSET ALLOCATION

BOND RATING

Information documents

If you would like more information and any documentation related to this fund, please contact us directly on info@aqa-capital.com.

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IS THE TARGET INVESTOR A RETAIL INVESTOR?

Yes

DOES THE INVESTMENT STRATEGY RESPECT UCITS ELIGIBILITY RULES AND CONCENTRATION LIMITS?

Yes

A UCITS SCHEME IS THE SOLUTION

FUND MAY BE LAUNCHED AS A RETAIL AIF

DOES THE INVESTMENT STRATEGY RESPECT UCITS ELIGIBILITY RULES AND CONCENTRATION LIMITS?

Yes

UCITS SCHEME OR AIF ARE BOTH VIABLE SOLUTIONS

AN AIF IS THE SOLUTION

DOES THE PROMOTER WANT CONTROL OVER THE GOVERNANCE OF THE FUND?

Yes

A NEW SCHEME IS REQUIRED: THE PROMOTER WILL RETAIN CONTROL BY ASSUMING THE ROLE OF THE FOUNDER SHAREHOLDER OR GENERAL PARTNER

THE LAUNCH OF A NEW SCHEME OR A SUB-FUND OF AN EXISTING SCHEME ARE BOTH VIABLE SOLUTIONS

DOES THE PROMOTER WANT TO MANAGE THE PORTFOLIO?

Yes

AQA ACTS AS MANAGEMENT COMPANY AND INVESTMENT MANAGER

DOES THE PROMOTER OPERATE VIA AN ENTITY REGULATED TO PROVIDE ASSET MANAGEMENT?

Yes

PROMOTER IS APPOINTED AS INVESTMENT MANAGER

IS THE PROMOTER INTERESTED TO BECOME AN OFFICIAL OF AQA?

Yes

APPOINTED AS INVESTMENT COMMITTEE MEMBER OR PORTFOLIO MANAGER OF AQA, SUBJECT TO MFSA'S DUE DILIGENCE

AQA ACTS AS MANAGEMENT COMPANY AND INVESTMENT MANAGER

IS THE PROMOTER AUTHORIZED TO PROVIDE ADVICE IN ITS HOME COUNTRY?

Yes

PROMOTER IS APPOINTED AS AN INVESTMENT ADVISOR

FUND CANNOT BE LAUNCHED

CAN THE PROMOTER ACT AS DISTRIBUTOR?

Yes

DISTRIBUTOR AGREEMENT

AQA ACTS AS DISTRIBUTOR

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Jurisdiction

Legislation

	UCITS Funds
Applicable EU Directive	EU Directive 2009/65/EC of 13 July 2009 as amended by EU Directive 2014/91/EU of 23 July 2014, on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in Transferable Securities ("UCITS Directive").
Licence Status	A UCITS fund must be authorised in accordance with the UCITS Directive.
Legal Structure	UCITS funds may take various legal forms including, inter alia, SICAV (investment company with variable share capital), partnership, common contractual fund, unit trust.
Eligible Investors	A UCITS fund may be sold to retail investors.
Underlying Assets	UCITS funds may only invest in liquid financial instruments, as outlined in Article 50 of the UCITS Directive.
Investment Restrictions	Investment strategy has to follow strict investment restrictions as outlined in the UCITS Directive.
Open-ended/closed-ended	UCITS funds may only be set-up as open-ended funds, and are required to offer at least bi-monthly liquidity to investors.
Passport	UCITS funds benefit from the EU marketing passport. They may be marketed across EEA member states through the submission of a simple notification letter to the regulator. Normally marketing may commence within 10 working days from the submission of the notification letter.
Third-Party Managed/Self-Managed	A UCITS fund may be managed by a management company which has been authorised as a UCITS Management Company. A UCITS fund which has been set-up as multi-fund must appoint the same UCITS management company for all its sub-funds. A UCITS fund may also be internally managed, subject to an initial share capital of EUR300,000.
Depositary	A single depositary is to be appointed for each UCITS fund entrusted with, inter alia, safekeeping of the assets of the UCITS fund, cashflow monitoring and oversight duties. The Depositary needs to be established in the same jurisdiction as the UCITS fund. A UCITS fund which has been set-up as multi-fund must appoint the same depositary for all its sub-funds.
Fund Administrator	A Fund Administrator is normally appointed to provide the services of, inter alia, net asset valuations, fund accounting and transfer agency.
Auditor	The UCITS fund has to appoint an auditor.
Valuation of assets	The valuation of the assets is performed on every dealing day.
Time to Market	The time to market of a UCITS fund will primarily depend on the jurisdiction where it is established. Normally the launch of a UCITS fund may take a number of months.
Minimum Investment Amount	N/A

	Alternative Investment Funds
Applicable EU Directive	European Union Directive 2011/61/EU on Alternative Investment Fund Managers , including any implementing regulations issued under it ("AIFMD").
Licence Status	AIFs do not necessary require a licence. This depends on the type of AIF and the jurisdiction where the AIF will be established.
Legal Structure	Alternative Investment Funds ("AIFs") may take various legal forms including, inter alia, investment company with variable share capital, investment company with fixed share capital, partnership, common contractual fund, unit trust.
Eligible Investors	AIFs are commonly subscribed for by Professional Clients. The AIFMD allows the marketing of AIFs to retail investors subject to the specific requirements put in place in each jurisdiction where the AIF is marketed to retail investors.
Underlying Assets	There are generally no restrictions in relation to the type of assets in which an AIF may invest. These may include listed and non-listed financial instruments, as well as non-financial assets, such as precious metals, works of art and real estate.
Investment Restrictions	The AIFMD does not impose any investment restrictions. Yet some regulators do impose investment restriction, such as concentration limits.
Open-ended/closed-ended	An AIF may be set-up as closed-ended or open-ended.
Passport	AIFs benefit from the EU marketing passport. They may be marketed across EEA member states to Professional Investors through the submission of a simple notification letter to the regulator. Normally marketing may commence within 20 working days from the submission of the notification letter.
Third-Party Managed/Self-Managed	AIFs may be managed by a management company which has been authorised as an Alternative Investment Fund Manager. An AIF which has been set-up as multi-fund must appoint the same Alternative Investment Fund Manager for all of its sub-funds. An AIF may also be internally managed, subject to an initial share capital of at least EUR300,000, and the attainment of an appropriate licence.
Depositary	A single depositary is to be appointed for each AIF entrusted with, inter alia, safekeeping of the assets of the fund, cashflow monitoring and oversight duties. The Depositary needs to be established in Italy.
Fund Administrator	A Fund Administrator is normally appointed to provide the services of, inter alia, net asset valuations, fund accounting and transfer agency.
Auditor	The AIF has to appoint an auditor.
Valuation of assets	The valuation of the assets may be done either internally by the AIFM or by an independent External Valuer. The valuation of the assets has to be performed at least once every year.
Time to Market	The time to market of an AIF will primarily depend on the jurisdiction where it is established, and whether it will be licensed or not. A licensed AIF normally takes a number of months to launch.
Minimum Investment Amount	Albeit the AIFMD does not impose any minimum investment amounts, the jurisdiction where the AIF is established may impose certain requirements.

MALTA NAIF	Notified Alternative Investment Funds
Applicable EU Directive	European Union Directive 2011/61/EU on Alternative Investment Fund Managers , including any implementing regulations issued under it ("AIFMD").
Licence Status	Not Licensed. A NAIF is included the List of Notified AIFs held by the MFSA. The NAIF regime relies on the AIFMs' regulatory status and good standing, and thus, the onus of ensuring AIFMD compliance shifts on the AIFM. The NAIF regime is not available for the following collective investment schemes: -CISs which are not managed by an EEA AIFM; -Self-Managed CISs -CISs which are not marketed and sold exclusively to professional and/or qualifying investors -CISs which engage in 'Loan Origination'
Legal Structure	NAIFs may take various legal forms including, inter alia, SICAV (investment company with variable share capital), INVCO (investment company with fixed share capital), partnership, common contractual fund, unit trust.
Eligible Investors	NAIFs may only be sold to Professional Investors as defined by MiFID and Qualifying Investors in terms of the MFSA Rules.
Underlying Assets	There are generally no restrictions in relation to the type of assets in which an NAIF may invest. These may include listed and non-listed financial instruments, as well as non-financial assets, such as precious metals and real estate. NAIFs must not engage in Loan Origination.
Investment Restrictions	The NAIF regime does not impose any particular investment restrictions.
Open-ended/closed-ended	A NAIF may be set-up as closed-ended or open-ended.
Passport	NAIFs benefit from the EU marketing passport. They may be marketed across EEA member states to Professional Investors through the submission of a simple notification letter to the regulator. Normally marketing may commence within 20 working days from the submission of the notification letter.
Third-Party Managed/Self-Managed	The NAIF has to appoint an duly authorised Alternative Investment Fund Manager. A NAIF cannot be established as a self-managed fund.
Depositary	A single depositary is to be appointed for each NAIF entrusted with, inter alia, safekeeping of the assets of the fund, cashflow monitoring and oversight duties. The Depositary needs to be established in Malta.
Fund Administrator	A Fund Administrator is normally appointed to provide the services of, inter alia, net asset valuations, fund accounting and transfer agency.
Auditor	The NAIF has to appoint an auditor.
Valuation of assets	The valuation of the assets may be done either internally by the AIFM or by an independent External Valuer. The valuation of the assets has to be performed at least once every year.
Time to Market	The NAIF is included in the List of Notified AIFs within ten [10] working days from the submission of a complete notification pack to the Malta Financial Services Authority.
Minimum Investment Amount	If the NAIF is sold to Qualifying Investors, the minimum investment amount is of EUR100,000. No minimum investment amount is applied where the NAIF is sold to Professional Investors.

Irish QIAIF	Qualified Alternative Investment Funds
Applicable EU Directive	European Union Directive 2011/61/EU on Alternative Investment Fund Managers , including any implementing regulations issued under it ("AIFMD").
Licence Status	The QIAIF is regulated by the Central Bank of Ireland.
Legal Structure	QIAIFs may be established as an investment company organised as a public limited company, a unit trust, a common contractual fund, or an investment limited partnership.
Eligible Investors	QIAIFs can only be marketed to qualifying investors who meet the initial minimum subscription requirement of €100,000 and who satisfy the "Qualifying Investor" criteria of the Irish AIF Rulebook (which includes professional clients within the meaning defined in the MIFID; investors who have appropriate expertise, experience and knowledge to adequately understand the investment, or investors who certify that they are informed investors).
Underlying Assets	There are generally no restrictions in relation to the type of assets in which a QIAIF may invest in.
Investment Restrictions	There are no diversification requirements; however, a QIAIF established as an investment company must comply with the aim of risk spreading as per the requirements of Part XIII of the Companies Act 1990. No borrowing or leverage restrictions (other than for loan origination funds), and as long as the prospectus specifies the extent to which borrowing and leverage may be used.
Open-ended/closed-ended	A QIAIF may be set-up as closed-ended or open-ended.
Passport	QIAIFs which designate an EU AIFM authorised under the AIFMD are eligible for an EU passport. They may be marketed across EEA member states to Professional Investors through the submission of a simple notification letter to the regulator. Normally marketing may commence within 20 working days from the submission of the notification letter.
Third-Party Managed/Self-Managed	A QIAIF is required to designate an alternative investment fund manager or alternatively be structured as a self-managed QIAIF. Internally managed QIAIFs must have an initial share capital of at least €300,000.
Depositary	A single depositary is to be appointed for each AIF entrusted with, inter alia, safekeeping of the assets of the fund, cashflow monitoring and oversight duties. The Depositary needs to be established in Ireland.
Fund Administrator	A Fund Administrator is normally appointed to provide the services of, inter alia, net asset valuations, fund accounting and transfer agency.
Auditor	The QIAIF has to appoint an auditor.
Valuation of assets	The valuation of the assets may be done either internally by the AIFM or by an independent External Valuer. Net asset value (NAV) per share must be calculated at least annually, and in the case of an open-ended fund the NAV must be calculated in line with the fund's policy on redemption. Open-ended QIAIFs must provide redemption facilities at least quarterly although QIAIFs with limited liquidity arrangements may provide redemption facilities on a less frequent basis.
Time to Market	Capable of being authorised within 24 hours of a single filing of documentation with the Central Bank of Ireland (subject to certain prerequisites such as authorisation of the AIFM where applicable and pre-approval of service providers by the Central Bank of Ireland).
Minimum Investment Amount	Under Central Bank rules, QIAIFs are subject to a minimum initial subscription requirement of EUR 100,000 (or equivalent in other currencies) per investor, with a higher EUR 500,000 figure applicable to QIAIFs seeking to disapply certain rules in respect of investment in underlying collective schemes.

Luxembourg RAIF	Reserved Alternative Investment Funds
Applicable EU Directive	European Union Directive 2011/61/EU on Alternative Investment Fund Managers, including any implementing regulations issued under it (“AIFMD”).
Licence Status	The RAIF is not subject to the CSSF product approval.
Legal Structure	RAIF may be constituted in various legal forms, including: -Fonds commun de placement (FCP) – ie. common contractual fund; -société d'investissement à capital variable (SICAV) ie. open-ended investment company with variable share capital -société d'investissement à capital fixe(SICAF) ie. closed-ended investment company with fixed share capital
Eligible Investors	“Well-informed” investors that are able to adequately assess the risks associated with an investment in such a vehicle. These are defined as institutional investors, professional investors and investors who have confirmed in writing that they adhere to the “well-informed” investor status, and who either invest a minimum of EUR 100,000 in the RAIF or have been assessed by a credit institution, investment firm or management company which certifies the investor’s expertise, experience and knowledge in adequately appraising an investment in the RAIF.
Underlying Assets	The RAIF may invest in any kind of assets which may be legally acquired. Any type of investment strategy is permitted.
Investment Restrictions	Generally no restrictions apply for a RAIF, provided that the AIFM aims to spread the investment risks. As a general rule, the RAIF must respect a 30% diversification limit.
Open-ended/closed-ended	A RAIF may be set-up as closed-ended or open-ended.
Passport	RAIFs benefit from the EU marketing passport. They may be marketed across EEA member states to Professional Investors through the submission of a simple notification letter to the regulator. Normally marketing may commence within 20 working days from the submission of the notification letter
Third-Party Managed/Self-Managed	A RAIF must appoint an authorised external AIFM. A RAIF which has been set up as a multi-fun must appoint the same AIFM for all its sub-funds. A RAIF cannot be established as a self-managed fund.
Depositary	A single depositary is to be appointed for each AIF entrusted with, inter alia, safekeeping of the assets of the fund, cashflow monitoring and oversight duties. The Depositary needs to be established in the same jurisdiction as the RAIF. A RAIF which has been set up as a multi-fund must appoint the same depositary for all its sub-funds.
Fund Administrator	A Fund Administrator is normally appointed to provide the services of, inter alia, net asset valuations, fund accounting and transfer agency. The Fund Administrator must be established in Luxembourg.
Auditor	RAIFs must appoint an auditor established in Luxembourg.
Valuation of assets	The valuation of the assets may be done either internally by the AIFM or by an independent External Valuer. The valuation of the assets is performed on every dealing day, at least once every year.
Time to Market	The RAIF does not require the prior approval or notification of the CSSF. Once all the necessary documents are drawn up and agreements with service providers are reached, the RAIF requires incorporation by notarial deed (an appointment with a notary can generally be obtained within a few days).
Minimum Investment Amount	In case of investors who have adhered to the status of well-informed investors, the minimum investment amount is of EUR 100,000. The net assets of a RAIF may not be less than €1,250,000. This minimum must be reached within a period of 24 months.

Italian AIFs	Italian Alternative Investment Funds
Applicable EU Directive	European Union Directive 2011/61/EU on Alternative Investment Fund Managers , including any implementing regulations issued under it ("AIFMD"). The AIFMD was implemented in Italy with d.lgs 44/2014. In view that the Directive concerns only the managers of alternative investment funds, the alternative investment funds are regulated via national law, and this falls within the remit of Banca D'Italia and CONSOB.
Licence Status	According to Italian law, an EU AIFM is allowed to set-up and manage an Italian AIF provided that it has completed the passport procedure for the activity of an AIFM in Italy. In order to set up an AIF, the AIFM must draft the AIF's incorporation documents (in the form of bylaws for SICAFs/SICAVs and regulation for the Contractual AIF); draft the AIF's Offering Documentation and sign agreements with the service providers, particularly with the depositary bank and the Auditor.
Legal Structure	An Italian AIF may be established in one of the following forms: -Contractual Fund (the fund does not have a separate legal personality) -SICAF (closed-ended fund with fixed share capital) -SICAV (open-ended fund with variable share capital)
Eligible Investors	AIFs are commonly subscribed for by Professional Clients. The AIFMD allows the marketing of AIFs to retail investors subject to the specific requirements put in place in each jurisdiction where the retail AIF is marketed. In Italy, the decision to market to retail investors has an impact on the set-up and on the marketing process (e.g. in case of marketing to retail investors, the offering documentation must be approved by CONSOB and drafted in accordance with Regulation 1129/2017/EU). In addition, art-35-decies TUF states that if the AIF's shares are marketed to retail investors the scheme cannot issue different classes of shares within the same sub-fund.
Underlying Assets	There are generally no restrictions in relation to the type of assets in which an AIF may invest, and these may include listed and non-listed financial instruments, immovable property, loans and works of arts.
Investment Restrictions	The AIFMD does not impose any investment restrictions. Yet some regulators do impose investment restriction, such as concentration limits.
Open-ended/closed-ended	Italian Loan Funds, Private Equity funds and Real Estate AIFs have to be set- up as closed ended funds.
Passport	AIFs benefit from the EU marketing passport. They may be marketed across EEA member states to Professional Investors through the submission of a simple notification letter to the regulator. Normally marketing may commence within 20 working days from the submission of the notification letter.
Third-Party Managed/Self-Managed	If the Italian AIF is established as SICAF or SICAV, it can be set-up either as a third party managed or self-managed scheme. A contractual fund has to be third-party managed. The main differences between an Italian self-managed and third-party managed AIF revolve mainly around: -the minimum share capital (a third party managed AIF is of €50,000, whereas a self-managed scheme has an initial share capital requirement of €1,000,000); -the authorisation process by Banca D'Italia; and -self-managed AIFs are subject to more rigorous requirements (similar to those of an AIFM).
Depositary	A single depositary is to be appointed for each AIF entrusted with, inter alia, safekeeping of the assets of the fund, cashflow monitoring and oversight duties. The Depositary needs to be established in the same jurisdiction as the AIF.
Fund Administrator	A Fund Administrator is normally appointed to provide the services of, inter alia, net asset valuations, fund accounting and transfer agency.
Auditor	The AIF has to appoint an auditor.
Valuation of assets	The valuation of the assets may be done either internally by the AIFM or by an independent External Valuer. The valuation of the assets has to be performed at least once every year.
Time to Market	An Italian AIF normally takes a number of months to launch.
Minimum Investment Amount	N/A

	Retail Alternative Investment Funds
Applicable EU Directive	European Union Directive 2011/61/EU on Alternative Investment Fund Managers , including any implementing regulations issued under it ("AIFMD").
Licence Status	Retail AIFs are subject to regulatory requirements applicable in the home member state where it is established and also in the host member state/s where the fund will be marketed.
Legal Structure	Alternative Investment Funds ("AIFs") may take various legal forms, for example investment company with variable share capital, partnership, common contractual fund, unit trust.
Eligible Investors	The AIFMD allows the marketing of AIFs to retail investors subject to the specific requirements put in place in each jurisdiction where the AIF is marketed to retail investors.
Underlying Assets	Each jurisdiction where the Retail AIF is established and where it will be marketed may impose different requirements.
Investment Restrictions	Each jurisdiction where the Retail AIF is established and where it will be marketed may impose different investment restrictions.
Open-ended/closed-ended	Each jurisdiction where the Retail AIF is established and where it will be marketed may impose different requirements.
Passport	Retail AIFs do not benefit from the automatic marketing passport.
Third-Party Managed/Self-Managed	AIFs may be managed by a management company which has been authorised as an Alternative Investment Fund Manager. An AIF which has been set-up as multi-fund must appoint the same Alternative Investment Fund Manager for all of its sub-funds. An AIF may also be internally managed, subject to an initial share capital of at least EUR300,000, and the attainment of an appropriate licence.
Depositary	A single depositary is to be appointed for each AIF entrusted with, inter alia, safekeeping of the assets of the fund, cashflow monitoring and oversight duties. The Depositary needs to be established in the same jurisdiction as the AIF.
Fund Administrator	A Fund Administrator is normally appointed to provide the services of, inter alia, net asset valuations, fund accounting and transfer agency.
Auditor	The AIF has to appoint an auditor.
Valuation of assets	The valuation of the assets may be done either internally by the AIFM or by an independent External Valuer. The valuation of the assets is carried out on every dealing day.
Time to Market	The launch of a Retail AIF may take a number of months because a Retail AIF will most likely require authorisation from the home member state where it is established and also from the host member state/s where the fund will be marketed.
Minimum Investment Amount	Each jurisdiction where the Retail AIF is established and where it will be marketed may impose different requirements.

Liechtenstein AIFs	Liechtenstein Alternative Investment Funds
Applicable EU Directive	European Union Directive 2011/61/EU on Alternative Investment Fund Managers , including any implementing regulations issued under it (“AIFMD”), as transposed into local Law (AIFMG & AIFMV).
Licence Status	AIFs set up in Liechtenstein are licensed by the Liechtenstein Financial Market Authority (FMA).
Legal Structure	AIFs set up in Liechtenstein may take various legal forms, including: -SICAV (investment company with variable share capital) -Partnership -Common Contractual Fund -Unit Trust -SICAF (investment company with fixed share capital)
Eligible Investors	AIFs are commonly subscribed for by Professional Clients. The AIFMD allows the marketing of AIFs to retail investors subject to the specific requirements put in place in each jurisdiction where the AIF is marketed to retail investors.
Underlying Assets	There are generally no restrictions in relation to the type of assets in which an AIF may invest.
Investment Restrictions	AIFs structured in Liechtenstein are not subject to any investment restrictions.
Open-ended/closed-ended	An AIF may be set-up as closed-ended or open-ended.
Passport	AIFs set up in Liechtenstein under the applicable transposed EU Directive benefit from the EU marketing passport. They may be marketed across EU & EEA member states to Professional Investors after obtaining a licence to do so, issued by the FMA. Normally marketing of AIFs may commence within 20 working days from the submission of the passport notification letter.
Third-Party Managed/Self-Managed	AIFs may be managed by a management company which has been authorised as an AIFM. An AIF which has been set-up as multi-fund must appoint the same AIFM for all its sub-funds. AIFs may also be internally managed, subject to stringent regulatory approval and the fulfilment of certain criteria, including an initial share capital of at least EUR 300,000.
Depositary	A single depositary is to be appointed for each AIF entrusted with, inter alia, safekeeping of the assets of the fund, cashflow monitoring and oversight duties. The Depositary must be established in the same jurisdiction as the AIF. An AIF which has been set up as a multi-fund must appoint the same depositary for all its sub-funds.
Fund Administrator	The fund administration of AIFs, including net asset valuation, fund accounting, and transfer agency, may be delegated to an authorised Fund Administrator.
Auditor	AIFs set up in Liechtenstein must appoint an auditor established in Liechtenstein.
Valuation of assets	The valuation of the assets of an AIF may be done either internally by the AIFM or by an independent External Valuer. The valuation of the assets of an AIF is performed at least once every year.
Time to Market	The time to market of an AIF established in Liechtenstein will normally take around 2-3 months.
Minimum Investment Amount	There are no imposed minimum investment requirements for AIFs established in Liechtenstein.

Organizational tree

Founder Shareholder General Partner

The initial share capital of a third party managed collective investment scheme set up as an investment company is of EUR50,000. Within 30 days after the authorization by the Italian regulatory authority, the founding shareholders must set up the company and pay in the minimum share capital. Founder shareholders must meet specific requirements set by the Italian Regulator, namely good reputation, correctness of their business relations and sound financial situation.

The initial share capital of a collective investment scheme set up as an investment company must be subscribed for by at least two shareholders, who are usually the promoters of the scheme itself. These founder shares may be subscribed for by both natural and legal persons. The founder shareholders of Malta funds may retain certain voting rights in the scheme, including the right to nominate the Directors. They however do not carry a right to participate in the assets of the scheme upon a winding up, other than for any remaining surplus after payment of all amounts due to creditors and investors. The holders of the founder shares of Maltese licensed funds are subject to due diligence assessment by the MFSA.

The initial share capital of a collective investment scheme set up as an investment company is normally subscribed for by at least two founder shareholders, who are usually the promoters of the scheme itself. These founder shares may be subscribed for by both natural and legal persons. There is no minimum capital with which the scheme may be incorporated. Founder shareholders are not subject to a due diligence assessment by the Central Bank of Ireland.

It is common for Luxembourgish schemes to be set up in the form of a corporate partnership, between at least two partners – the General Partner and the Limited Partner/s. The General Partner is a legal entity, separate from the scheme, and is responsible for the management of the scheme, and is jointly or severally liable for all liabilities which cannot be met out of the assets of the scheme. The shares of the General Partner are normally held by the promoters, such that they can keep control of the collective investment scheme. On the other hand, the Limited Partners of the collective investment scheme are the investors.

The promoters of a collective investment scheme which is set up as an investment company would normally subscribe for the founder shares, in order to retain control over the governance of the fund.

Board of Directors

The Board is responsible for the general affairs of the scheme, including the appointment of the service providers. Albeit there is no law provision on this matter, a wider board is usually appreciated by the Italian regulator and it is expected that a Board is made up of at least three members, including independent members. Whereas there is also no requirement to have the member of the Board resident in Italy, the regulator expects the members to be available in Italy. The Board is expected to meet on a quarterly basis.

The Board is responsible for the general affairs of the scheme, including the appointment of the service providers. In order to adhere to the Maltese regulatory requirements, the Board should (i) be composed of not less than three members, (ii) one of the Directors has to be resident in Malta and (iii) one of the Directors has to be independent. The Board is to meet at least on a quarterly basis, and the majority of the meetings are to be held in Malta. Directors of regulated Maltese funds are subject to a due diligence assessment by the Malta Financial Services Authority.

The Board is responsible for the general affairs of the scheme, including the appointment of the service providers. In order to adhere to Irish regulatory requirements and for good corporate governance, the Board should be composed of at least three members. The Central Bank of Ireland requires two members of the Board to be resident in Ireland. These members normally take the role of the independent Directors. The promoter may then appoint other Board members of his choice. Board members of Irish funds are subject to the prior approval of Central Bank of Ireland.

The directors of an investment fund must be of sufficiently good repute and be sufficiently experienced, including in relation to the type of investment fund and its investment policy. To that end, the directors shall be understood as those persons who under the law and the articles of incorporation represent the investment fund or who effectively determine the conduct of the activity of the investment fund. Whilst there is no legal or regulatory requirement to have local directors in Luxembourg, it has become market practice to have at least one local director appointed.

The Board is responsible for the general affairs of the collective investment scheme, including the appointment of service providers. In general, according to the Liechtenstein Person’s and Company’s Act, each legal entity must appoint a board of directors consisting of at least one individual or legal entity. However, companies limited by shares, having a share capital of at least one million Swiss Francs, must have a board consisting of at least three members.

Depositary

The duty of the depositary is to provide safekeeping, oversight, and cash monitoring. It is mandatory for a depositary to be established in the same jurisdiction of the fund

Management Company

The ManCo of the fund shall perform the day to day portfolio management and/or risk management, and may delegate other functions, such as fund administration, marketing and distribution

Administrator

In most cases the ManCo delegates the fund administration functions (i.e. NAV calculations, fund accounting services, transfer agent and registrar) to a third party fund administrator authorized to provide such services

Distributor

A distributor may be appointed by the management company to offer, recommend or sell units in the collective investment scheme. The distributor may be subject to authorisation or registration in its home jurisdiction or in the jurisdiction where the units of the collective investment scheme will be distributed.

Investment Manager

The management company may delegate the day-to-day portfolio management function to an undertaking which is authorised for the purpose of asset management. Where the delegation is conferred on a third-country undertaking, there needs to be a co-operation agreement between the supervisory authority of the management company and the supervisory authority of the asset manager.

Investment Advisor

The management company or the investment manager may appoint investment advisors, responsible for the provision of investment advice. The investment advisor does not have any discretion with respect to the investment and re-investment of the assets of the fund

Portfolio Manager

The promoter may be involved in the day-to-day portfolio management function of the collective investment scheme in the role of portfolio manager with AQA Capital. The appointment of a portfolio manager is subject to the fitness, properness, and competence assessment of the MFSA. The promoter may also sit as Investment Committee member with AQA Capital. An Investment Committee member may need to pass the fitness, properness, and competence assessment of the MFSA.

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