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Our policies cover the following areas:
On November 27th 2019, the regulation (EU) 2019/2088 of the European Parliament and of the Council of November 27th 2019 on sustainability-related disclosure requirements in the financial services sector (the "SFDR") was published and will enter into force on 10 March 2021.
The key objectives of the SFDR in this regard are to provide transparency on
1. how sustainability risks are taken into account in the management of investment funds - implemented via our Policy Sustainability FTL (availiable only in German); and
2. whether the main adverse impacts of investment decisions on sustainability factors are taken into account in the management of investment funds ("comply or explain") - implemented via this Policy for dealing with adverse sustainability impacts (available only in German).
In principle, these transparency requirements apply to both the management company and the managed investment funds.
This Stewardship Policy (only available in German) sets out the principles necessary to exercise the voting rights of the securities in the investment funds managed by FERI (Luxembourg) S.A. in order to safeguard the interests of the funds and the underlying investors. In this respect, the Policy refers in particular to Article 7 of the amended Luxembourg law of 24 May 2011 implementing, inter alia, Article 3g of the European Directive 2017/828 of 17 May 2017 amending Directive 2007/36/EC as regards the promotion of long-term shareholder engagement.
FERI (Luxembourg) S.A. (headquartered in Luxembourg) as well as FERI (Luxembourg) S.A. - Niederlassung Deutschland and their employees are obliged to provide all services in the best interest of investors/clients and to avoid conflict of interest as far as possible.
Should you nonetheless have cause for complaint, please inform us of your concerns.
FERI (Luxembourg) S.A.
- Beschwerdestelle -
18, boulevard de la Foire
L-1528 Luxembourg
Grand Duchy of Luxembourg
Phone: +352 270448-721
E-Mail: info@feri.lu
You will immediately be sent an acknowledgement of receipt and will receive an initial response to your complaint in no more than seven working days stating how we intend to proceed and how long it should take.
If you are dissatisfied with our response, you may wish to either approach the member of the Management Board of FERI (Luxembourg) S.A. responsible for complaints, Mr. Thomas Zimmer, or make use of the procedures for the out-of-court settlement of complaints provided by the CSSF under CSSF Regulation No 16-07. Contact may be made either by post (Commission de Surveillance du Secteur Financier, Département Juridique CC, 283, route d’Arlon, L-2991 Luxembourg), via fax at +352 26251-2601, via email to direction@cssf.lu.
In order for us to be able to contact you about your concerns, please inform us of your preferred method of contact (letter, fax, phone, e-mail) and supply us with your contact details.
FERI (Luxembourg) S.A. (headquartered in Luxembourg) as well as FERI (Luxembourg) S.A. – Niederlassung Deutschland (jointly hereinafter referred to as ‘FLX’) is committed to avoiding any conflict of interest that might arise within the meaning of
the types of funds mentioned in the preceding indents are both hereinafter referred to as "funds",
concerning the venture capital companies (SICAR) in which the FLX participates, which for the sake of editorial simplification are also referred to as funds below.
Conflict of interest arise when several persons have an interest in the legitimate realisation of certain business opportunities, or the business opportunity of one person is dependent on the specific decision of another person. Insofar as it is not possible to avoid conflict of interest, FLX conducts its business in a manner that ensures the proper management of conflict of interest.
FLX will make organisational arrangements and take administrative steps to implement all measures necessary to identify, prevent, resolve and monitor conflict of interest. To this end, the FLX Board has adopted these guidelines which specify the detailed requirements.
These guidelines apply to all departments and employees of FLX, to their clients and to funds managed by FLX, as well as to Relevant Persons within the meaning of the following definitions. In such cases where activities are outsourced, FLX will ensure that appropriate arrangements are put in place by the service provider. Compliance with applicable laws in connection with policies, prohibitions and obligations arising from this FLX guideline shall be binding for all employees and relevant persons.
This policy on conflict of interest is an integral part of the comprehensive compliance management of FLX.
‘Investors’ within the meaning of the policy on conflict of interest are:
‘Clients’ for the purposes of this policy are all clients of FLX.
‘Relevant Persons’ are members of the FLX Board and all staff of FLX or of any outsourcing company appointed by FLX, as well as any other natural or legal person who, under an agreement for the transfer of responsibilities to third parties, is directly involved in the provision of services which enable FLX to manage funds.
‘Related parties’ are companies that have a special relationship with FLX or a fund managed by FLX that could lead to a conflict of interest. Related parties to FLX are, for example, companies affiliated via the FERI Group or its ownership structure. Related parties at the fund level are, for example, the investment fund manager, the depositary, the portfolio manager, the central administration office, the investment advisor, the investor and other natural persons associated with the fund.
This policy on conflict of interest applies to all conflict of interest that may result in a risk of damage or loss to the investors in a fund managed by the FLX. Such conflict of interest may arise in connection with the management of funds in the following combinations or legal relationships:
A conflict of interest for FLX or for an external provider working on its behalf and/or a Relevant Person in the management of the Fund is particularly indicated if the following circumstances arise with regard to FLX and/or a Relevant Person:
To prevent the possibility of conflict of interest, FLX or an external provider working on its behalf or a Relevant Person must undertake to comply with the highest standards. These include acting in a lawful and professional manner at all times as well as upholding general market rules, whereby the interests of investors are always taken into account. Appropriate organisational arrangements and administrative measures to avoid conflict of interest are to be put in place, applying the principle of proportionality in relation to the size and structure of FLX and the nature, scope and complexity of its business.
Precautionary measures to be taken for the prevention of conflict of interest must be reasonable and effective. In particular, steps must be taken to ensure that any persons concerned are familiar with and adept in any procedures that are necessary for the proper discharge of their duties. For this purpose, process descriptions and work instructions are to be drawn up and training carried out. In this context, documentation must be kept, describing functions, reporting and responsibilities.
To avoid conflict of interest, steps must be taken to ensure that FLX or an external provider working on its behalf, a Relevant Person or an employee authorised by FLX conduct their activities independently and are mindful of potential risks to the fund and its investors and to clients. To ensure the independence of FLX and of Relevant Persons, the following organisational precautions were put in place:
To avoid conflict of interest, the Executive Board of FLX and/or an external provider working on its behalf has taken the following administrative measures with regard to monitoring and training for Relevant Persons and staff acting for FLX:
The Executive Board of FLX has appointed one person to oversee the prevention of conflict of interest (hereinafter ‘Conflict of Interest Officer’). The person appointed is the Compliance Officer. The Conflict of Interest Officer is responsible for the ongoing investigation, prevention, resolution and/or the management and monitoring of conflict of interest.
The Conflict of Interest Officer reports directly to the Board on a regular basis concerning the performance of his/her duties.
It is the responsibility of the Conflict of Interest Officer to ensure that the parties affected by FLX conflict of interest management are always informed about and receive regular training on these guidelines.
Furthermore, it is his/her responsibility to monitor compliance with these conflict of interest management guidelines on a regular basis.
If a conflict of interest has been identified, the Conflict of Interest Officer shall inform the FLX Board of the nature and extent of the conflict of interest and document this accordingly.
If a conflict of interest has been identified, as defined by the conflict of interest management guidelines, this is to be dealt with immediately and in an equitable manner.
The assessment of a potential conflict of interest is a two-step process: stage one is managed by the Conflict of Interest Officer; if the issue cannot be resolved, it is escalated to stage two, at which point the FLX Board or its Board of Supervisors become involved.
If it should become apparent during an attempt to resolve a conflict of interest that existing and ongoing measures are not appropriate or sufficient, additional measures must be taken, such as:
FLX is obliged to inform investors of conflict of interest as soon as it becomes apparent that the organisational measures taken by FLX to identify, prevent, resolve and monitor conflict of interest are not sufficient to ensure with reasonable confidence that any risk of damage or loss to the interests of investors and/or managed funds has been avoided. The rules on disclosure also apply to potential conflict of interest that may arise in connection with the delegation/outsourcing or sub-delegation of two specific business areas, namely Portfolio and/or Risk Management. Furthermore, disclosure must be made of any transactions conducted by employees and Relevant Persons in connection with the managed funds.
The duty to disclose non-resolvable conflict of interest at FLX includes informing investors prior to the execution of the relevant businesses measure about the general nature and the sources of conflict of interest and developing appropriate strategies and procedures.
Disclosure of potential or actual conflict of interest may be made by means of a durable medium or, for example, publication on the website of FLX.
Insofar as disclosure of conflict of interest is effected on the FLX website, FLX is to ensure the implementation and application of the following measures:
- In the event of a conflict between the English and German versions of this guideline, the German version will prevail.
In accordance with applicable law and regulations by authorities, as well in regard of sustainability risks as defined in REGULATION (EU) 2019-2088 on Sustainability disclosures, FERI (Luxembourg) S.A. („FERI“) has defined remuneration guidelines applicable to their staff members.
The remuneration system has to be in line with the business strategy, the objectives and values as well as the long-term interests of FERI and the investment funds administrated. It has as well to be in line with the risks that can be taken by the investment funds (compliance of risk profiles with regulation of the funds) and with the principle of protecting clients and investors by executing the service. The remuneration system is consistent with a solid and effective risk management, it should not generate any incentives to take immoderate risks and respects to avoid potential conflict of interest.
The remuneration of the members of staff and the bodies consists in general a fix (incl. possible monetary and non-monetary Benefits) and a variable component. The allocation of the fix component is oriented on market standards and has to be a sufficient remuneration for the members of staff and the bodies, this to exclude a significant dependence from variable components.
The variable remuneration is based especially by the following factors:
The variable remuneration of specific categories of members of staff (e.g. board members, risk taker, control function, staff members with salary equivalent to board members as well as staff members with significant influence on riks profiles of FERI or the administrated investment funds) is orientated on long-term performances.
The remuneration system will be set in place by the board of directors after having passed the remuneration committee. The supervisory board acts as well as remuneration committee and will do an annual review of the remuneration system.
- In the event of a conflict between the English and German versions of this guideline, the German version will prevail.
Herewith we inform you about the processing of your personal data through FERI (Luxembourg) S.A. and about your rights regarding the data protection law.
The English version is a translation of the original in German for information purposes only. In case of a discrepancy, the German original will prevail.
Responsible for the data processing:
FERI (Luxembourg) S.A.
18, Bd. de la Foire, L-1528 Luxembourg
Phone: +352 270448-0 / Fax: +352 270448-729 / e-Mail: info@feri.lu
You can contact the data protection officer of FERI (Luxembourg) S.A. under this e-Mail: datenschutz@feri.lu.
We are processing your personal data because of the data protection regulations especially based on the EU General Data Protection Regulation (GDPR) and on other relevant national laws.
We are processing these personal data, which we get from business relationships with our customers, business associates and interested parties. Furthermore, we are processing, if necessary for our service, personal data which we get, permitted by law, from public sources (e.g. commercial register, register of associations, press and internet) or which we get from other companies of the FERI-Group, MLP-Group or other third parties.
Relevant personal data are personal details (name, address, other contact data, birthday, birthplace and citizenship), legitimation data (e.g. passport data) and authentication data (e.g. specimen signature). Furthermore, these data could include order data (e.g. bank details for payment orders), data from our contractual fulfillments (e.g. sales data of transactions), information about your financial situation (e.g. creditworthiness data, scoring/rating data, source of financial assets), commercial and distribution data, documentary data (e.g. suitable standardized declaration) and other data comparable to these categories.
a. To Fulfill Our Contracts (art. 6 para. 1 b GDPR)
To make business as a fund management company, the processing of data is necessary to fulfill our contracts with our clients and business partner or to perform precontractual appropriate measures which are performed on request.
The purpose of the data processing is about the specific product (e.g. about the specific investment fund) and could also include consultation and a provision of transactions.
b. Within the Scope of the Balancing of Interest (art. 6 para. 1 f GDPR)
If necessary we are processing your data on top of the contractual fulfillments to balance the justified interests of us or of third parties.
Examples:
c. Due to Your Approval (art. 6 para. 1 a GDPR)
As soon as you gave us your approval to proceed with your personal data for specific reasons (e.g. to give data to others in the concern, e-mail contact data for marketing reasons) the data proceeding is legal for us. Notice that this approval can be revoked anytime.
d. On the Basis of Statutory Regulations (art. 6 para. 1 c GDPR) or in the Public Interest (art. 6 para. 1 e GDPR)
Moreover, we, as a fund management company, are subject to various legal obligations, i.e. statutory requirements (such as the Law on Money Laundering or tax laws) and regulations relating to the supervision of banking (e.g. of the banking supervision of Luxembourg). The purposes of processing include, among others, the assessment of creditworthiness, checking identity and age, prevention of fraud and money laundering, compliance with obligations of control and reporting under tax law and the assessment and management of risks.
Within the scope of our business relationship, you are obliged to provide those personal data which are required for commencing, executing and terminating a business relationship and for compliance with the associated contractual obligations or the collection of which is imposed upon us by law. Without these data, we will generally not be able to enter into agreements with you, to perform under such an agreement or to terminate it. Under the statutory regulations in connection with money laundering, we are especially obliged to identify you by an ID document before entering into business relations with you and, especially, to ask for and record your name, place of birth, date of birth, nationality, address and identity card details. So as to enable us to comply with these statutory obligations, you are obliged to provide the necessary information and documents in connection with the anti-money laundering law and to report any changes that may occur in the course of our business relationship. If you should fail to provide the necessary information and documents, we are not permitted to enter into the desired business relationship or to continue with such a relationship.
Within the FERI-Group and MLP-Group, those units will be granted access to your data that need them in order to comply with our contractual and statutory obligations. Service providers and agents appointed by us may also receive the data for these purposes on the condition that they, specifically, observe banking secrecy. These are companies in the categories funds administration, IT services, telecommunication as well as sales and marketing.
As far as passing on data to recipients outside our company is concerned, it must first be kept in mind that we, as a fund management company are obliged to keep all client-related facts and assessments we become aware of in strict confidence.
As a matter of principle, we may pass on information about our clients only if this is required by law or the client has given his consent. Under these circumstances, recipients of personal data may, for example, be:
If we do a data transfer to bodies in states outside the European Economic Area (EEA) the data transfer will only take place if the EU Commission guarantee that this third country has an adequate level of data protection or other data protection guarantees are existing in this country (e.g. binding intra-corporate data protection provisions or EU standard contractual clauses).
Data transfer to bodies in states outside the European Union (so-called third countries) will take place to the extent
We store your personal data as long as this is required to meet our contractual and statutory obligations. Another storage time could be existing due to legal burden of proof and retention obligation which are regulated by law (e.g. code of commercial law). The storage periods are up to ten years. Other storage periods could exist due to national legal limitation periods which are three or up to thirty years.
Every data subject has the right to get access of the personal data pursuant to Article 15 GDPR.
Furthermore, you have the right to rectification your personal data pursuant to Article 16 GDPR and the right to erase your personal data pursuant to Article 17 GDPR under specific circumstances e.g.:
Please notice that a claim of erase is regarding to a legitimate reason which might makes the processing of data necessary.
Furthermore, you have the right of a restriction of your data processing pursuant Article 18 GDPR, e.g.:
If we process your data due to statistical reasons, you can revoke these processing due to reasons which are regarding to your special situation pursuant Article 21 para. 6 GDPR.
Furthermore, it is possible that you have got the right to get your supplied data on a structured, established and machine-readable format.
In some cases, it might also possible that you are not satisfied with our respond regarding to your request. If this is the case, it is your right to complain at the data protection officer and at the responsible regulatory agency.
If you have any questions or a complaint you can contact our data protection officer. You may also contact the responsible regulatory agency in Luxembourg:
Commission nationale pour la protection des données
Service des plaintes
1, avenue du Rock’n’Roll
L-4361 Esch-sur-Alzette
You have the right to object, on grounds relating to your particular situation, at any time to the processing of personal data.
If you do object, we will no longer process your personal data unless we have compelling justified reasons for such processing which take precedence over your interests, rights and freedom or, alternatively, such processing serves to assert, exercise or defend legal claims. You can send your contradiction to:
FERI (Luxembourg) S.A.
Data protection officer
18. Bd. de la Foire , L-1528 Luxembourg
According to the guidelines of Directive 2004/39/EC ("MiFID") dated 21.04.2004, Article 28 of CSSF Regulation No. 10-4 dated 22.12.2010 and Article 27 of Delegated Regulation (EU) No. 231/2013 dated 19.12.2012, management companies and managers of alternative investment funds ("AIFM") are obliged to draw up a Best Execution Policy ("Policy") in order to achieve the best possible trading results for their clients. Furthermore, with consideration of "Directive" 2014/65/EU regarding "Markets in Financial Instruments" dated 15.05.2014 ("MiFID II") and "Regulation" (EU) No 600/2014 regarding "Markets in Financial Instruments" dated 15.05.2014 ("MiFIR"), since 03.01.2018 there has been an obligation to take certain regulations regarding "Best Execution" in consideration. Due to its business orientation, the company is not primarily affected by MiFID II / MiFIR. In order to document the procedures that have already been practiced, the company would nevertheless like to have a "Best Execution Policy”, which, however, can only have the character of a basic process description/documentation.
FERI (Luxembourg) S.A. (headquartered in Luxembourg) including FERI (Luxembourg) S.A. – Niederlassung Deutschland (jointly"Company" or "FLX") manages undertakings for collective investment in transferable securities ("OGAW" or "UCITS") and alternative investment funds ("AIF"). As part of its strategic business organization, the Company has decided not to provide all management services itself but, for reasons of efficiency, to outsource certain business areas to highly specialized service providers. The aim is always to provide investors with the highest level of expertise and flexibility.
(1) Portfolio management is outsourced for all UCITS and some AIFs. In this context, orders are placed with the portfolio manager. In this case the traded assets are mostly represented on regulated markets by securities.
As part of the initial due diligence, portfolio managers are reviewed to see whether they are authorized to carry out the sourced activities and have appropriate regulatory prerequisites such as their own execution principles for executing orders in financial instruments with professional clients ("Best Execution Policy").
In addition, the existence of current execution principles is regularly reviewed as part of the ongoing due diligence of service providers in the role of portfolio managers.
(2) For certain AIFs, FLX performs the role of portfolio manager itself. These AIFs are funds that invest almost exclusively in private equity-, real estate- and hedge fund- target funds. These target funds are not traded on a regulated trading market but canonly be ordered at an unknown price (next NAV) or acquired via commitments. Therefore, there are no comparative prices on different trading venues.
For certain AIF, FLX, as an authorized AIFM, performs the role of portfolio manager. As mentioned above, the AIFs are funds that directly invest in Private Equity Assets or Real Estate Assets ("direct assets") or in private equity-, real estate- or hedge fund target funds ("target funds"). In principle, these directs assets and target funds are not traded on a regulated trading market but can only be ordered at an unknown price (next NAV) or acquired through commitments. Comparative prices do therefore not exist at different trading venues.
Investment decisions for direct assets and target funds are made in the context of an extensive due diligence process that often takes the time of several weeks or - if neccessary - months. The main economic, regulatory, tax and contractual conditions and documents are examined together with external partners such as tax advisors, auditors, lawyers, etc. During the negotiation of contracts and at the end of the process these negotiations can result in individual agreements which are reflected, for example, in subscription documents, partnership agreements and/or side letters.
Investment decisions for individual target hedge funds are made by FLX after completion of an extensive due diligence process. This process extends over several weeks or months for each target fund. The relevant target hedge funds are usually so-called offshore funds. Often these feeder funds are domiciled on the Cayman Islands, which themselves invest in local master funds. Among other investors, US Institutional investors could also invest their capital in these master funds.
Due to the breadth of the investment universe, FLX relies on the support of external service providers. During the investment process, the essential investment strategic, economic, regulatory, contractual and, if applicable, tax law conditions and documents are examined by external partners, in particular the investment advisor, the depositary of the AIF and, if necessary, also by tax advisors or lawyers.
A best execution policy in the classical sense of regulated trading markets is not applicable to this type of investment.
This Best Execution Policy of FLX must be reviewed regularly and adjusted accordingly in the event of changes to the basic facts described in sections 2 and 3. As part of the outsourcing controlling (Section 2 (1)), the existence of a current Best Execution Policy at the relevant service providers is monitored.
- In the event of a conflict between the English and German versions of this guideline, the German version will prevail.
FERI (Luxembourg) S.A. has set up a whistleblowing procedure that enables employees and also third parties who interact with business units of the company depending on their activities to report any suspicious activities e.g. money laundering, terrorist financing or other criminal or unlawful acts in writing (by e-mail or letter) or by telephone. If desired, this report can also be made anonymously. The reporting channel for this purpose is:
Sebastian Bönig
18, Boulevard de la Foire,
L-1528 Luxembourg
E-Mail: Sebastian.Boenig@feri.lu
Telefon: +352 2704480
18, Boulevard de la Foire
L-1528
Luxembourg
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