Global General Partner
Summary of investor’s rights
This document has been prepared by PRIVACCESS GENERAL PARTNER S.à.r.l., a private limited company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 50, Avenue J. F. Kennedy, L-1855, Grand Duchy of Luxembourg, registered with the Luxembourg Registre du Commerce et des Sociétés under number B 166 301 (“Company”). The Company is a subsidiary of GLOBAL GENERAL PARTNER S.A., a company approved by the Luxembourg financial authority Commission de Surveillance du Secteur Financier (“CSSF”), as an Alternative Investment Funds Manager.
The purpose of this document is to give a summary of the main rights of investor (“Investor”), as requested by the European Regulation 2019/1156 dated 20 June 2019 on facilitating cross-border distribution of collective investment undertakings. This document does not aim to present a complete list of Investor’s rights.
This summary assumes that:
- the Investor is a shareholder in a compartment of a SICAV incorporated as a partnership limited by shares under Luxembourg law and organised as a Reserved Alternative Investment Fund in compliance with Luxembourg law of 23 July 2016, or as a Specialised Investment Fund in compliance with Luxembourg law of 13 February 2007 (“SICAV”);
- the Company is the general partner of the SICAV;
- the SICAV compartment is qualified as feeder fund under Luxembourg law of 12 July 2013 and is also organised as a closed ended fund;
- the SICAV compartment is invested in one Alternative Investment Fund qualified as master fund and developing an investment strategy in non-listed assets as Private Equity, Private Real Estate or Private Infrastructure.
For a complete overview, the Investor shall refer to legal documentation of the invested SICAV compartment.
Investor’s rights in a SICAV compartment include in particular:
The Investor, as shareholder of a compartment of a SICAV incorporated as a partnership limited by shares with a share capital, owns a category of shares that qualify as “Ordinary Shares” as defined in the SICAV articles of association. The shares are registered in a register of shareholders kept at the Company registered office. The shares are issued, paid up and allocated to the Investor by registration in the shares register at each capital call made by the SICAV compartment. The Investor must respond to the capital call by payment of the amount requested as set-forth in the legal documentation of the SICAV compartment.
The shares redeemed by the concerned SICAV compartment are cancelled and the relevant amount of cash is distributed to the Shareholder. Every share entitles their holders to participate equally and in proportion with their commitment in the SICAV compartment in any profits, liquidation proceeds and distributions attributable to the relevant SICAV compartment. The shares are transferable under the conditions defined by the legal documentation of the SICAV compartment in which the Investor has invested, subject to the prior, express and discretionary approval of the Company.
Shareholders receive, upon request, confirmation of their registration in the shareholders register.
To the extent provided by law, the Company acting as SICAV compartment general partner may suspend the voting rights of any shareholder failing to fulfill any obligations provided by the articles of association and by the legal documentation of the SICAV compartment. Each shareholder may waive, temporarily or permanently, the voting rights attached to all or part of his/her/its shares in the SICAV compartment.
One voting right is attached to each Ordinary Share. Shareholders also benefit from the general rights of shareholders as described in the amended Luxembourg law of 10 August 1915 on commercial companies.
Each Investor has the right to attend in person or by proxy the general meetings of shareholders further to a notification sent to every registered shareholders at least eight (8) days before the date of the general meeting. The notification specifies the date, time and place of the general meeting, the agenda, the conditions of admission as well as the quorum and majority conditions.
The decision falling into shareholders’ liability regarding the Company, are adopted within the general meeting, in accordance with the provisions of the SICAV articles of association and applicable Luxembourg law.
Decisions in connection with only one or more SICAV compartment may be taken, to the extent provided by law, by the shareholders of the concerned SICAV compartment. The quorum and majority conditions provided for in the SICAV articles of association apply in this case.
In case of suspension of the voting rights of one or more shareholders, the concerned shareholders will receive the notification to the general meeting and may attend, but the voting rights of this suspended shareholder are not taken into account.
Investors are reminded that they are registered personally and namely in the shareholders register and as such, are able to fully and directly exercise their rights and in particular the right to participate at general meetings of shareholders.
Each Investor is entitled to receive certain information on the invested SICAV compartment. This information is aggregated in the legal documentation of the concerned SICAV compartment, namely: articles of association, Issuing Document, subscription form and periodic reports. The Retail Investors within the meaning of the Directive 2014/65/EU dated 15 May 2014 (the "Retail Investors") in EU member countries where the distribution of the concerned SICAV compartment is legally possible to Retail Investors, also have access to the KID, which is in such case, part of the legal documentation.
The legal documents listed above are available upon request to PrivAccess General Partner S.à.r.l. (contact details below).
KID: In accordance with the provisions of Regulation (EU) 1286/2014 dated 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPS), the KID must be provided to Retail Investors prior to subscription to shares of the proposed SICAV compartment; Retail Investors are advised to consult the relevant KID prior to any investment
Annual report: Every year, the Company prepares the SICAV annual report available within six months after the end of the reference period. This annual reports are available to shareholders at the Company’s registered office as general partner of the concerned SICAV.
Investor’s personal data are processed in accordance with the provisions of EU Regulation 2016/679 dated 27 April 2016 on the protection of natural person with regard to the processing of personal data and on the free movement of such data. This Regulation includes inter alia, a right of access and rectification and, in certain circumstances, a right of opposition to the processing of personal data.
- First recourse: Customer Service
Offering the Investors the best quality of services is at the heart of our concerns. However, if an Investor is dissatisfied or encounters a difficulty, he/she can contact several people.
Each unsatisfied Investor has the opportunity to file a complaint, free of charge, regarding the activities of the concerned SICAV compartment, to PrivAccess General Partner S.à r.l.:
PrivAccess General Partner S.à r.l. / Global General Partner S.A.
50, avenue J.F. Kennedy,
L-1855 Luxembourg - Grand-Duchy of Luxembourg
☎ 00 352 4242 2000
Please indicate your name and address, as well as the name of the concerned SICAV compartment.
Within a maximum of 10 working days from receipt of the Investor’s complaint, the Investor will receive confirmation that the complaint has been processed.
The Customer Service will respond to the Investor’s complaint within one month after its reception and should it needs further research, the Customer Service will inform the Investor of the reason of the delay and the expected date for providing the Investor with a response.
- Second recourse: the Executive Committee
If, despite everything, the Investor is not satisfied, he/she can contact the Executive Committee of Global General Partner S.A. by the same means as for the first recourse, mentioning “to the attention of” Mr. Paolo Gianferrara (Conducting Officer, Head of Global General Partner S.A. and in charge of Portfolio Management, IT and Complaints management) or Mr. Ludovic Hallet (Conducting Officer in charge of Accounting, Central Administration and Corporate Secretary).
For a better follow-up, the Investor has to indicate the references of the letter or copy of the reply email he/she received.
- Third recourse: The Financial Sector Supervisory Commission (CSSF)
If after submitting a request to the Executive Committee, the Investor has not received a satisfactory response or acknowledgement of receipt within one month, an out-of-court settlement procedure may be initiated.
The Investor may lodge a complaint with the Commission de Surveillance du Secteur Financier (CSSF) at https://www.cssf.lu/en/customer-complaints/ within a maximum of one year from the date on which he/she lodged the complaint with Global General partner S.A.
Global General Partner S.A. and PrivAccess General Partner S.à.r.l. are entitled to exchange views with the CSSF regarding a complaint or communication addressed to it.