Summary of Investor Rights for Investments in a QIAIF
Introduction
This is a summary of rights afforded to you as a Shareholder whose name appears on the share register of the Fund. Should you require any further information relating to the terms of your investment, please refer to the prospectus, the constitutive document of the Fund, share application form and any side letter entered into with the AIFM relating to your investment in the Fund.
Entitlement to receive certain information relating to your investment in the Fund
As a Shareholder in the Fund, information on where a copy of the latest annual and, where applicable, semi-annual financial statements of the Fund will be available to you can be found by contacting info@infinity-inv.com and a copy of such reports shall be provided to you on request and free of charge. The latest Net Asset Value per Share of your investment will be made available to you by contacting info@infinity-inv.com. The current prospectus of the Fund can be made available to you by contacting info@infinity-inv.com and a paper copy of which will be delivered to you on request and free of charge. The AIFM must notify you of any material changes to certain information contained in the prospectus provided to you before you invested in the Fund. It must also periodically disclose the current risk profile of the Fund and risk management systems used by the AIFM to manage such risks as well as information on any liquidity arrangements being used by the Fund. Where applicable, it must also regularly disclose certain information relating to leveraging arrangements implemented on behalf of the Fund.
Entitlement to redeem your interest in the Fund
Shareholders in the Fund are entitled to redeem their shareholding and receive the redemption proceeds relating to such Shares within the timeframe and subject to such conditions as detailed in the Fund’s prospectus.
Voting rights and related matters
Save to the extent that a Shareholder has chosen to invest in Shares which do not carry voting rights, a Shareholder has the right to vote (whether in general meeting or, where so permitted under the Fund’s constitutive document, by way of a written resolution) on shareholder resolutions relating to the Fund, relevant Sub-Fund or Class in accordance with the conditions set down in the Fund’s prospectus. Under applicable legislation, a Shareholder holding not less than 10% of the voting rights in the Fund (or relevant Sub Fund or Class as applicable) may request the directors of the Fund to convene an extraordinary general meeting of the Fund (or relevant Sub-Fund or Class as applicable) in accordance with the provisions of the relevant legislation. Under applicable legislation, a Shareholder present at a general meeting in person or by proxy representing not less than 10% of the voting rights in the Fund (or relevant Sub-Fund or Class as applicable) may demand that a resolution be determined by a poll instead of on a show of hands.
Entitlement to make a complaint
As a Shareholder in the Fund, you are entitled to make a complaint free of charge. Any such complaint must be handled by the management company promptly and effectively. Further information on the complaints policy relating to the Fund is available from complaints@infinity-inv.com.
Investor rights against the Fund and service providers of the Fund
As a Shareholder in the Fund, you have a right of action against the Fund for any breach of contract. Shareholders in the Fund do not have any direct contractual rights against any service provider appointed in respect of the Fund because of the absence of a direct contractual relationship between the Shareholder and the relevant service provider. Instead, the proper plaintiff in an action in respect of which a wrongdoing is alleged to have been committed against the Fund or its management company by the relevant service provider is typically the Fund or its management company as applicable.
Notwithstanding the foregoing, a Shareholder has a regulatory right of action to purse the Depositary appointed by the Fund in respect (i) any loss of an asset held in the custody of the Depositary or any delegate of the Depositary or (ii) of any other losses caused by the Depositary’s negligent or intentional failure to properly fulfil its obligations under applicable regulations.
Representative actions under Irish law
Currently under Irish court rules, there is no formal representative action procedure in place which facilitates collective redress by consumers in respect of infringements of EU or national law. This means that any action brought in an Irish court relating to an infringement of Irish or EU laws governing collective investment schemes and their managers must currently be litigated on an individual basis.
General
It should be noted that this summary addresses rights conferred on Shareholders under the applicable legislation governing the operation of the Fund in which you are invested. You may also be afforded rights under other legislation or regulatory frameworks which are not addressed above, including for example, your rights as a data subject under Regulation 2016/679.
EU Sustainable Finance Disclosure Regulation
Infinity Investment Management Limited (“Infinity or the “Company”) is authorised as an Alternative Investment Fund Manager (“AIFM”) under the European Union (Alternative Investment Fund Managers) Regulations 2013 (the “Irish AIFM Regulation”) under the EU Commission Delegated Regulation (EU) No. 231/2013 (the “Commission Regulation”) (collectively, the “AIFM Regulations”) As per Regulation (EU) 2019/2088 (“SFDR”), Infinity is defined as a “financial market participant”
Infinity’s fundamental objective is at all times to conduct its business by acting honestly, fairly and professionally in the best interests of our Clients. In this context, the term Clients refers to the Funds managed by the Company. In practice, the definition extends to the Fund’s underlying investors.
The Company is committed to acting ethically in conducting its business. This high level and over-arching concept is achieved through every employee (including the Company’s management and Officers) of the Company acting in an ethical way and accepting personal responsibility for their actions in all of their dealings.
EU Sustainable Finance Disclosure Regulation
The Sustainable Finance Disclosure Regulation (‘SFDR’) entered into force on 10 March 2021. The Regulation requires managers to better inform end-investors with regard to the integration of sustainability risks, the consideration of adverse sustainability impacts, the promotion of environmental or social characteristics, and sustainable investment, as applicable.
This document specifically addresses Article 3, Article 10, Articles 24 – Article 37 of Regulation (EU) 2019/2088 (‘Sustainable Finance Disclosure Regulation’).
The Company does not carry out any discretionary investment management in respect of any of the funds under the Company’s management but rather delegates the investment management function of funds under the Company’s management to an investment manager (the “Investment Manager”) contractually charged with collective portfolio management.
The integration of sustainability risk into the delegate Investment Manager’s investment decision-making process will vary depending on the investment objective and policies of the fund in question, and the internal approach taken by each relevant Investment Manager. More information related to SFDR and the delegate Investment Managers approach to ESG, can be found below.
Integration of Sustainability Risks on Investment decision making process Infinity Funds ICAV
EU Sustainable Finance Disclosure Regulation
The Sustainable Finance Disclosure Regulation (SFDR’) entered into force on 10 March 2021. The Regulation requires managers to better inform end-investors with regard to the integration of sustainability risks, the consideration of adverse sustainability impacts, the promotion of environmental or social characteristics, and sustainable investment, as applicable.
This document specifically addresses Article 3 of SFDR: “Financial market participants shall publish on their websites information about their policies on the integration of sustainability risks in their investment decision‐making process.”
The Investment Manager anticipates that investments made by the ICAV may be negatively impacted by sustainability risks. Sustainability risks may impair the value of the investments made by the ICAV, including the loss of the entire amount invested. Sustainability risks may arise and impact a specific investment made by the ICAV or may have a broader impact on an economic sector, geographical region or country, which, in turn, may impact the ICAV’s investments. These risks may be relevant as standalone risks but may also be linked to other risks to which the assets of the ICAV are exposed. Laws, regulations and industry norms play a significant role in controlling the impact on sustainability factors of many industries, particularly in respect of environmental and social factors. Further, certain industries face considerable scrutiny from regulatory authorities, non-governmental organisations and special interest groups in respect of their impact on sustainability factors and their impact on the Fund’s investments may be impossible to ascertain in advance.
The nature of the ICAV’s strategies means that sustainability risks could have considerable impact on the ICAV. Where relevant to the particular investments, the Investment Manager may consider the impact of the following risks on the returns of the ICAV. This summary is not intended as a complete list or explanation of all sustainability risks relevant to the ICAV and should be read in conjunction with the more detailed information set out in the section titled “RISK FACTORS” of the Prospectus.
Environmental risks
Depending on the nature of the specific investments held by the ICAV, environmental risks which may be relevant to the ICAV include, but are not limited to, risks arising from climate change, natural resource use and pollution and waste. Such risks may arise in respect of an investee company itself, its affiliates, its supply chain or may apply to a particular economic sector or geographical region. Examples of environmental risks which could have a negative material impact on the value of the ICAV’s investment include the occurrence of extreme weather events that may result in physical loss or damage of, or otherwise loss in value of, assets; risks arising from land use or the reduced supply of natural resources or biodiversity, which may adversely affect the operations, revenue and expenses of certain industries in which the ICAV invests; pollution that could result in negative impacts to human health or ecosystems.
Social risks
Social risks are associated with employees, local communities, and customers, and other stakeholders of companies in which the ICAV may invest. Examples of social risks relevant to the investments made by the ICAV include, but are not limited to, matters of inequality and wealth creation as well as changing demographics including health and longevity and urbanisation. These are all examples of social trends that can have a material impact on businesses, sectors and geographical regions, which, in turn, could have a negative material impact on the value of the ICAV’s investment.
Governance risks:
Governance risks that may affect, for example, companies in which the ICAV may invest include but are not limited to the following: the absence of a diverse and relevant skillset within a board or governing body; ineffective or inadequate internal and external audit functions; the extent to which rights of shareholders and creditors are appropriately respected within an company’s formal decision making process; the effectiveness of a company’s controls to detect and prevent bribery and corruption; discriminatory employment practices, workplace harassment, and bullying, respect for rights of collective bargaining or trade unions, the health and safety of the workforce, protection for whistleblowers and non-compliance with minimum wage or “living wage” requirements. These are all examples of governance risks, which could have a negative material impact on the value of the ICAV’s investment.
For avoidance of doubt, the ICAV does not have sustainable investment as part of its investment objective for the purposes of Article 9 of SFDR. The ICAV is also not intended to promote specific environmental or social characteristics in accordance with Article 8 of the SFDR.
Unless otherwise stated in the relevant fund Supplement, the Investment Manager does not currently consider an assessment of the principal adverse impacts of its investment decisions on ‘sustainability factors’ within the meaning of Article 4(1) (a) of SFDR as part of its investment process because neither the ICAV or any of its sub-funds are designed to specifically avoid investments that include one or more sustainability factors, such as avoiding a particular industry/sector in its entirety.
Conflicts of Interest Policy
Introduction
Infinity Investment Management Limited (the “Company”) is authorised as an Alternative Investment Fund Manager (“AIFM”) under the European Union (Alternative Investment Fund Managers) Regulations 2013 (the “Irish AIFM Regulation”) and EU Commission Delegated Regulation (EU) No. 231/2013 (the “Commission Regulation”) (collectively, the “AIFM Regulations”).
The Company’s fundamental objective is at all times to conduct its business by acting honestly, fairly and professionally in the best interests of our Clients. In this context, the term Clients refers to the Funds managed by the Company. In practice, the definition extends to the Fund’s underlying investors.
The Company is committed to acting ethically in conducting its business. This high level and over-arching concept is achieved through every employee (including the Company’s management and Officers) of the Company acting in an ethical way and accepting personal responsibility for their actions in all of their dealings.
In accordance with its obligations under the European Union (Alternative Investment Fund Managers) Regulations 2013 (the “Irish AIFM Regulation”) and EU Commission Delegated Regulation (EU) No. 231/2013 (the “Commission Regulation”) (collectively, the “AIFM Regulations”) the Company is required to take all reasonable steps to avoid conflicts of interest and where they cannot be avoided, to identify, manage and monitor, and where appropriate disclose, those conflicts of interest in order to prevent them from adversely affecting the interests of its clients, its funds under management its investors and to ensure that any fund is fairly treated.
Scope
Directors are generally required to act in the interests of the Company as a whole. They should also avoid placing themselves in a position in which their personal interests or duties to others are likely to conflict with their duties to the Company. This would include situations where:
- A director might profit or benefit from their position as a director – even if there is no loss or expense for the Company.
- A director might feel under an obligation – financial, contractual or moral – to make a decision in relation to the Company or to exercise his or her functions as a director in a particular way, even where there is no clear personal benefit or improper purpose involved
- A director is involved in a firm or business which has interests which compete with those of the Company.
Company articles and general company law often allow a director to participate in a decision of the board, notwithstanding a conflict of interest in the matter being discussed, if the existence of the conflict is disclosed to the rest of the board, and even to retain any personal benefit that might result from the decision. This can help to ensure that the validity of a decision cannot be challenged, but it may not be reflective of what is regarded as best practice, especially in the context of the management of an investment fund.
A board may accordingly adopt a policy that a director should declare any interest he or she may have in any matter to be discussed by the board, before the discussion takes place, and that the director should not participate in any discussion of the matter and abstain from any decision.
In the event where the organisational arrangements for the management of conflicts of interest are not sufficient to ensure that risks of damage to shareholders will be prevented, the Company will report to the shareholders of such situations in a prompt manner by an appropriate durable medium and give reasons for its decision.
The board of the Company has agreed that such a policy be adopted. The policy is maintained by the Designated Person for Regulatory Compliance and is reviewed with the Board on an annual basis.
Complaints and Errors Handling Policy
Overview
Infinity Investment Management Limited (the “Company”) is authorised as an Alternative Investment Fund Manager (“AIFM”) under the European Union (Alternative Investment Fund Managers) Regulations 2013 (the “Irish AIFM Regulation”) and the EU Commission Delegated Regulation (EU) No. 231/2013 (the “Commission Regulation”) (collectively, the “AIFM Regulations”).
The Company’s fundamental objective is at all times to conduct its business by acting honestly, fairly and professionally in the best interests of our Clients. In this context, the term Clients refers to the Funds managed by the Company. In practice, the definition extends to the Fund’s underlying investors. All the rules and requirements outlined in this Manual are applications of this to specific business/regulatory issues.
The Company is committed to acting ethically in conducting its business. This high level and over-arching concept is achieved through every employee (including the Company’s management and Officers) of the Company acting in an ethical way and accepting personal responsibility for their actions in all of their dealings.
This policy addresses the handling of complaints and errors to ensure that complaints received by the Company and its delegates and errors identified are addressed promptly and effectively.
Complaints
Complaints may be received by the Company directly or through the Investment Manager, Depositary, the Administrator or any distributor appointed by the Company. All complaints will be reported to the Board by the Designated Person for Regulatory Compliance (as the Compliance Officer)..
The Directors are committed to ensuring that any complaints made by shareholders of the ICAV are dealt with in a timely and comprehensive manner, in line with best practice and regulatory requirements to include the Consumer Protection Code.
Definitions
“Complaint”: A statement of dissatisfaction addressed to a firm by a natural or legal person relating to the provision of an investment service provided under the AIFMD.
“Complainant”: A natural or legal person who is presumed to be eligible to have a complaint considered by a firm and who has already lodged a complaint.
“Date of receipt”: The date of receipt of the complaint is the day written correspondence is received into the office. In the case of a face to face or telephone complaint, the day of receipt of the complaint will be the day the face-to-face meeting is held on which the telephone complaint is made.
- Format of complaint
- The complaint should take written form. “Written” includes hard copy, and electronic correspondence but excludes social media messaging and text messages.
- Complaints which are made verbally or in a face-to-face meeting must also be considered complaints, and the client is asked to forward the complaint in writing.
- Where a verbal complaint is made outside of a formal face-to-face meeting or via telephone the staff member is required to ask the complainant whether they wish to make a formal complaint. Examples of this could be a complaint at an event held by the company or in a social situation which is not a firm-related event.
- Where a client is unhappy about some aspect of business and it is not clear whether they are making a formal complaint the staff member is required to ask the client whether they wish to make a formal complaint.
Complaints Management Policy
This procedure will not apply where a complaint has been resolved to the client’s satisfaction within five business days, provided that a full written record of the matter is maintained and can be provided to the Company The client must also be informed in writing that the matter has been resolved. Any complaint a client may have should be directed in writing as set out below. Where a client makes a complaint in person or over the telephone irrespective of whether the line is recorded or not, the client must be asked to forward that complaint in writing.
Where a verbal complaint is made outside of a face-to-face meeting or over the telephone the staff member is required to ask the complainant whether they wish to make a formal complaint. Examples of this could be a complaint at an event held by the company or in a social situation which is not a firm related event.
- Records
- Complaints should be directed in writing to the registered address of the Company. Where a client makes a verbal complaint and in the case of a telephone complaint, whether a telephone line is recorded or not, the client must be asked to forward that complaint in writing.
- Where a face to face or telephone complaint is not followed up by the client in writing the recipient of the complaint must record the client’s face to face or telephone complaint as if it had been made in writing (i.e., it cannot be assumed that the complaint has not been made).
- Any complaint must be recorded in a durable medium at all times.
- Any complaint made whether in person or over the telephone must be followed up with written confirmation to the client of details discussed.
- All records relating to a complaint must be saved in a single log and location and backed up.
- The Designated Person for Regulatory Compliance will maintain a complaints log – see below.
- Complaints records should include the following where applicable:
- Any affected clients that were dissatisfied with the outcome.
- There were difficulties contacting affected clients and the dates and format of those attempts.
- A refund could not be made.
The Company must not benefit from any refund which cannot be made, in respect of an error.
Complaints log
The Company must maintain an up to date log of complaints from shareholders. The Designated Person has responsibility for the Company’s complaints log. Access to the log should be restricted (i.e. password protected or the folder access restricted).
The Executive Director will be informed of complaints as they arise. In addition any complaints made and their status shall be reported to the Board at quarterly board meetings.
- The log contains the following:
- Details of the complaint;
- The date a complaint was received;
- A summary of the Company’s response(s) including dates;
- Details of any other relevant correspondence or records;
- The action taken to resolve each complaint;
- The date the complaint was resolved; and
- Where relevant, the current status of the complaint which has been referred to the relevant ombudsman.
Management and governance
The complaints log and the status of any complaint should be addressed at each quarterly board meeting for the purposes of good governance and oversight. The Company must ensure that there is an analysis of the pattern of complaints to include whether a complaint is an isolated issue or a more widespread issue. Any analysis performed must be included in reports made.
Errors
- The Company is required to resolve any errors speedily and no later than six months following the date the error was first discovered. Resolution of all errors extends to the following:
- Correcting any systems failures;
- Ensuring effective controls are implemented to prevent any recurrence of the identified error;
- Effecting a refund (with appropriate interest) to all shareholders who have been affected by the error, where possible; and
- Notifying all affected shareholders, both current and former, in a timely manner, of any error that impacted or may impact negatively on the cost of the services, or the value of the product provided, where possible.
The Company must maintain a log of all errors which affect shareholders and the business. An error which occurs may not necessarily give rise to a complaint. The Company must ensure details of any errors are provided to the relevant operating team as soon as an error comes to light and to the level of detail set out in the errors log:
- The errors log contains the following:
- Details of the error;
- The date the error was discovered;
- An explanation as to how the error was discovered;
- The period over which the error occurred;
- The number of shareholders affected;
- The monetary amounts involved, if any;
- The status of the error;
- The date the error was resolved;
- The number of clients affected;
- The number of clients refunded, if any; and
- The total amount refunded (if applicable).
Reporting to the Central Bank of Ireland (the “Central Bank”)
Where an error which affects clients has not been fully resolved within 40 business days of the date the error was first discovered, the Company must inform the Central Bank, on paper or on another durable medium, within five business days of that deadline. This report is separate to the Company’s obligations to report any breaches or potential breaches to the Central Bank.
All errors which impact a sub-fund NAV in excess of 50bps and/or a financial impact to the sub-fund of €100,000 (gain or loss) will be reported to the Central Bank of Ireland.
Non-Client Complaints
Any complaint received from a party which is not a client (and not representing a client or client) is to be forwarded as soon as possible to the Designated Person for Regulatory Compliance and the Directors.
The above process is a regulatory requirement and should be followed in full. It is the responsibility of the Designated Person to determine whether a regulatory notification is required based on the content of the complaint.
The above procedures do not apply to complaints received relating to another entity over which the Company has no legal or regulatory responsibility. However, the Company should respond to a complainant providing its position on the complaint and the correct contact details if known.