Albourne Disclaimer Notice
ACL’s Terms and Conditions
- Albourne Cyprus Limited (“ACL”) General Information
Address: 195 D Old Nicosia - Limassol Road | Dali Industrial Zone | 2540 Nicosia | Cyprus
Phone Number: +357 22 750 652
Email: albcy@albourne.com
Website: https://www-cy.albourne.com/
Legal Representatives/Executive Director: Christina Stavrinides
Company Registration Number: HE393704
Cyprus Securities and Exchange Commission License No: CIF 404/21
- Albourne Cyprus Limited, Zweigniederlassung Deutschland
Albourne Cyprus Limited has established a branch in Germany in accordance with Article 36 of the Investment Services Law; please find the relevant information for the branch below:
Name: Albourne Cyprus Limited, Zweigniederlassung Deutschland
Address: Richard-Strauss-Straße 71 | 81679 München | Germany
Phone Number: +49 (0) 89 8906787-0
Email: munich@albourne.com
Website: https://www-eu.albourne.com/
Legal Representatives: Bernhard Steege
Commercial Register (Company Registration Number and Court of Registration): HRB 296577, Amtsgericht München, Germany
Identification numbers provided by German regulators (Bundesanstalt für Finanzdienstleistungsaufsicht and Deutsche Bundesbank): BaFin-ID 10163432; Bak Nr. 163432
- Regulatory Authorisation and Regulatory Supervisory Authority
Albourne Cyprus Limited is authorised to provide investment advice and investment research under the Investment Services and Activities and Regulated Markets Law (“Investment Services Law”). Albourne Cyprus Limited is not authorised to hold client funds or securities.
Albourne Cyprus Limited’ s permission was granted by:
Cyprus Securities and Exchange Commission
19 Diagorou Street
Cy- 1097
Nicosia
Albourne Cyprus Limited has a branch in Germany: Albourne Cyprus Limited, Zweigniederlassung Deutschland situated at Richard-Strauss-Straße 71, 81679 München, Deutschland/Germany
Albourne Cyprus Limited together with the branch is hereinafter called “ACL”
- Services
3.1 ACL will provide its Clients with the Services specified in the Service Agreement signed between it and its Clients (“the Agreement”).
3.2 Any capitalised terms not expressly defined in this ACL Terms and Conditions shall have the meaning given to them in the Agreement.
3.3 The Services will be provided in accordance with the provisions of the Agreement and ACL’s Terms and Conditions as set out here. ACL’s Terms and Conditions complement the provisions of the Agreement. In case of any conflict between the provisions of the Agreement and ACL’s Terms and Conditions, the terms of the Agreement will prevail.
3.4 ACL will provide the Services in accordance with the terms of its licence and the applicable laws and regulations, including but not limited to the Investment Services Law (“Applicable Law”). In the event of any conflict between the provisions of the Agreement, ACL Terms and Conditions and Applicable Law, the latter shall prevail.
3.5 ACL does not provide legal and tax advice. If you have any questions, please contact your tax advisor or the responsible tax authority.
Financial Instruments
3.6 ACL’s principal activity is the provision of high – quality research and advice on complex assets, including hedge funds, private market funds, alternative risk premia products and long-only investments (“Alternative Assets”).
Investment Advice
Investment advice on a non- independent basis
3.7 ACL will provide investment advice on a non – independent basis as defined by and for the purposes of Article 24 (4) (a) of MiFID II.
Investment advice on a non-discretionary basis
3.8 ACL will provide the Client with personal recommendations in respect of one or more transactions relating to one or more financial instruments, either upon the Client’s request or at ACL’s initiative, in accordance with the Agreement and ACL’s Terms and Conditions, including its policies and procedures (the latter are available to the Client upon request).
3.9 Reference in paragraph 3.8 above to a “personal recommendation” is to a recommendation that:
(a) is made to the Client or the Client’s authorised representatives;
(b) is either presented as suitable for the Client or is based on a consideration of the circumstances of the Client; and
(c) advises the Client to take one of the following steps:
- Buy, sell, subscribe for, exchange, redeem, hold or underwrite a particular financial instrument; or
- To exercise or not exercise any right conferred by a particular financial instrument to buy, sell, subscribe for, exchange, or redeem a financial instrument.
3.10 ACL will provide investment advice services as set out above, on a non-discretionary basis by reference to the Client’s investment profile and investment targets, including the Client’s criteria. ACL will not be responsible for and has no power or authority to implement the content of such investment advice. This remains at the absolute discretion of the Client.
Suitability Assessment and Suitability Report
3.11 Suitability Assessment: has the meaning given to “assessment of suitability” in section 26 of the Investment Services Law, respective Article 25(2) of the MiFID and Articles 54 and 55 of the Delegated Regulation that is, the process of collecting the necessary information regarding a client’s knowledge and experience in the investment field relevant to the specific type of product or service, that client’s financial situation including his ability to bear losses and his investment objectives, including his risk tolerance, so as to enable the investment firm to recommend to the client the investment services and financial instruments that are suitable for him and, in particular, are in accordance with his risk tolerance and ability to bear losses.
3.12 Suitability Report: a written statement on suitability prepared by ACL that specifies how the investment advice given meets the preferences, needs and other characteristics of the Client.
3.13 ACL will provide investment advice services to the Client based on the Suitability Assessment it has conducted on the Client, in accordance with ACL’s policies and procedures.
3.14 ACL will obtain from the Client such information as it is necessary for ACL to understand the essential facts about the Client and to have a reasonable basis for believing, giving due consideration to the nature and extent of the Services provided, that the specific transaction (‘Transaction’) to be entered into in the course of providing the Services satisfies the following criteria -
- to the extent where ACL provides customized portfolio advisory services to the Client, that the Transaction meets the investment objectives of the Client;
- the Transaction is such that the Client is able financially to bear any related investment risks consistent with his investment objectives;
- the Transaction is such that the Client has the necessary experience and knowledge in order to understand the risks involved in the transaction or in the management of the Client’s portfolio.
3.15 Irrespective of paragraph 3.12 above, where –
(a) ACL provides an investment service to a Professional Client (as defined further below), ACL shall be entitled to assume that, in relation to the products, transactions and services for which it shall be so classified, the Client has the necessary level of experience and knowledge for the purposes of point (c) above;
- ACL provides an investment service to a Retail Client (as defined further below, ACL will, on the basis of its Suitability Assessment, prepare a Suitability Report. The Suitability Report will be provided to the Client in a durable medium. ACL will use reasonable endeavours to provide the Suitability Report to the Client before the Client proceeds with the transactions addressed in the Suitability Report. If for any reason this is not possible, the Suitability Report will be provided to the Client as soon as practically possible thereafter.
(c ) that investment service consists of the provision of investment advice to a Professional Client, ACL shall be entitled to assume that the Client is able financially to bear any related investment risks consistent with the investment objectives of that Client.
3.16 ACL may refuse to provide investment advice services in the event where the Client has not provided sufficient information to allow ACL to conduct an appropriate Suitability Assessment.
Investment recommendation
3.17 Investment recommendation means information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public.
3.18 ACL will take reasonable care to ensure that any investment recommendation (or other information recommending or suggesting an investment strategy) it produces or disseminates in the context of this Agreement is objectively presented.
3.19 Any Document that includes investment recommendation shall:
- be dated;
- include the name(s) of analyst(s) responsible for the Document’s content;
- be fairly presented;
- distinguish between material facts and other non-factual information;
- include ACL’s sources and set out any doubts pertaining thereon; and
- set out any assumptions on the preparation of the Document.
3.20 ACL will disclose to the Client any interests and will indicate any conflicts of interest concerning the financial instruments to which that information relates, in accordance with its Conflicts of Interests Policy (available to the Client upon request).
Investment research
3.21 Investment research means research or other information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers of financial instruments, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public, and in relation to which the following conditions are met:
- the research or information is labelled or described as investment research or in similar terms, or is otherwise presented as an objective or independent explanation of matters contained in the recommendation, and
- if the recommendation in question were to be made by an investment firm to a client, it would not constitute the provision of investment advice for the purposes of MiFID.
3.22 ACL will provide the Client investment research services by preparing and/or making available to the Client fund reports as further described in the Agreement and in Appendix I (Services).
3.23 ACL implements controls that ensure that its reports are produced and disseminated in a controlled manner and that all conflicts are identified and where possible mitigated.
3.24 All reports are prepared under strict confidentiality conditions and implements a series of controls to ensure the controlled dissemination of the report.
4. Client classification
4.1 Eligible Counterparties: has the meaning given to it in section 31(2)(a) of the Investment Services Law and includes investment firms, credit institutions, insurance companies, UCITS and their management companies, pension funds and their management companies, other financial institutions authorised or regulated under Union law or under the national law of a Member State, national governments and their corresponding offices including public bodies that deal with public debt at national level, central banks, the Central Bank of Cyprus and supranational organizations, and Eligible Counterparty means any one of them.
4.2 Retail Client: a client who is not a Professional Client.
4.3 Professional Client: a client who (i) who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs and (ii) meets the criteria set out in Annex II of the Investment Services Law.
4.4 Following successful completion of the Client acceptance procedure as set out in clause 5 (Client acceptance procedure), ACL will proceed to determine the Client’s classification.
4.5 A Client will be classified as Retail Client, Professional Client or Eligible Counterparty by reference to his experience, knowledge and expertise to make his own investment decisions and assess the risks pertaining thereon.
4.6 As soon as a Client acquires classification status, ACL will inform the Client, in a durable medium, of his classification status and of his right to request reclassification.
4.7 A Client may request to be reclassified at any time in accordance with the provisions of paragraph 4.8 below.
4.8 Requests for reclassifications
(a) A client who has been classified as a Professional Client may request to be treated as a Retail Client. Any requests for the amendment of the client’s classification status will be reviewed by ACL on a case-by-case basis and are subject to ACL’s express acceptance.
(b) A client who has been classified as a Retail Client may request to be treated as a Professional Client. Any requests for the amendment of the client’s classification status will be reviewed by ACL on a case-by-case basis and are subject to ACL’s express acceptance.
(c ) An Eligible Counterparty may request to be treated as (i) a Retail Client or (ii) as a client whose business with ACL is subject to provisions that ensure investor protection, thereby treatment as a Professional Client. Any requests for the amendment of the Client’s classification status will be reviewed by ACL on a case-by-case basis and are subject to ACL’s express acceptance.
- Know Your Client procedures.
Client acceptance procedure
5.1 The provision of any Services is subject to the successful completion of ACL’s acceptance procedures as these are set out in its Anti-Money Laundering and Anti-Terrorist Financing Policy and the due execution of the Agreement (which includes the ACL Terms and Conditions) in accordance with its terms.
5.2 The Client is required to promptly inform ACL of any changes to the information the Client has disclosed and provide updated supporting documentation and such other information or documentation that ACL may request, in the form so requested.
5.3 ACL will, in frequent intervals, request that the Client provide updated information/documentation so that it maintains current information on the Client at all times.
5.4 The Client has an obligation to provide the information and documentation requested by ACL, promptly and without undue delay, in the form requested by ACL.
5.5 The information that the Client provides to ACL must be truthful, accurate, precise and clear.
5.6 Failure of the Client to comply with the provisions set out in this clause 5 (client acceptance procedure) may result in ACL refusing to provide any Services to the Client or in cases of existing clients to the suspension of the Services provided and/or to the termination of this Agreement.
6. Risk Warnings
6.1 Investments in funds involve risk. Clients must understand and acknowledge that investment decisions are subject to economic, market, business, currency, political and other risks. The value of investments may increase or decrease and it possible that the entire value of an investment may be lost. ACL does not guarantee any specific level of performance or success of any fund or portfolio of funds or of any investment decision or strategy that the Client may use.
Material Risks of Investment Analysis and of Alternative Investments
6.2 Investing in alternative investment securities involves a risk of loss that Clients should be prepared to bear. The following is a summary of the material risks associated with our investment analysis process and with investments in alternative investment securities generally. This summary does not attempt to describe all non-material risks associated with our methods of analysis or all the non-material risks of investing in alternative investments. To properly understand all of the risks, fees and expenses associated with a particular alternative investment security, Clients should carefully review the specific fund’s private placement memorandum or other offering documents.
6.3 Information that ACL uses in its evaluations of investment funds, co-investments and , alternative risk premia products is obtained from the fund manager, a fund’s service providers, the dynamic beta provider or other external sources. In most cases, ACL is unable to verify much of the information that it receives. The information obtained could be inaccurate or incomplete. In addition, ACL might not receive, or receive in a timely manner, communications or documents typically available to investors that could be materially relevant to our evaluation. ACL does not evaluate funds, co-investments or , alternative risk premia products on a daily or real-time basis. Consequently, even though we note the dates of our fund and , alternative risk premia product evaluations and the convictions of our recommendations, there is a risk that ACL’s current view on an alternative investment could differ from that contained in an older evaluation report.
6.4 ACL does not control the underlying investments in a manager’s portfolio. As a result, there is a risk that a recommended manager could become a less suitable investment for clients if, for example, the manager deviates from its stated investment mandate or portfolio strategy. Moreover, ACL does not control any manager’s business or compliance program, and therefore, ACL is unable to enforce or implement any manager controls that could be necessary to prevent fraud or other business, regulatory or reputational risks.
6.5 Clients should be aware that fund managers with a successful track record might not be able to maintain the same or similar levels of fund performance in the future. Investing in alternative investments can be speculative and involve a high degree of risk. Clients could lose all or a substantial amount of any investments made in alternative investments. This is particularly the case with co-investments, which can represent exposure to a single investment theme, asset or company. Furthermore, alternative investment funds can involve complex tax structures and charge fees that offset any trading profits. Some alternative investment funds or fund managers have limited operating histories, which could make it difficult to evaluate the fund or manager. Alternative investment funds can be highly volatile, opaque, illiquid and complex. In many cases, there might not be a secondary market for interests in alternative investment funds, or if there is one, it might be subject to limited liquidity, transparency, information or other factors which could make it difficult to evaluate a transaction or ultimately engage in a transaction at a price or upon terms deemed acceptable. Clients can be subject to restrictions on redemptions and transfers of interests in such funds, and such interests might be illiquid. Some alternative investment funds may have increased risk exposure from the use of leverage or focus on a concentrated strategy.
6.6 Investments in alternative investment securities are not guaranteed and Clients could lose some or all of their money on their investments.
6.7 Alternative risk premia products are complex instruments that are not suitable for every Client, may involve a high degree of risk and are appropriate investments only for sophisticated investors who are capable of understanding and assuming the risks involved. The level of any alternative risk premia product may be subject to significant volatility due to, among other factors, the evolution of the price of the underlying instrument(s) and of interest rates. Certain alternative risk premia products pose a high degree of risk because they systematically or under certain market conditions have exposure to only a few or a single underlying asset. Certain alternative risk premia products pose a high degree of risk due to leverage embedded in the underlying index on which the alternative risk premia investment product is based. The alternative risk premia product and its underlying index may lack substantial operating history and, as they are based on complex algorithms, may perform in unanticipated ways. There is also a risk that the index on which an alternative risk premia product is based does not accurately track the performance of the intended underlying assets due to, for example, the alternative risk premia provider’s or its third party calculation agent’s error in the maintenance or calculation of the index. The investor in any alternative risk premia product also faces counterparty risk or issuer default and liquidity risks. Clients should be aware that ACL does not assess the creditworthiness of alternative risk premia providers. For investors utilizing excess return swaps to access exposure to alternative risk premia indices, they should be aware that losses could exceed (in some cases substantially) the initial investment capital committed.
7. Complaints procedures and dispute resolution
Complaints Policy and Procedures
7.1 Where the Client has a complaint pertaining to the Services offered by ACL, the Client may file a complaint with ACL.
7.2 The Client may report any complaints to ACL via the Client Account Manager (“CAM”) assigned to them.
7.3 The Client shall provide ACL with appropriate identification, contact details and details of the nature of the complaint and the supply of any relevant documents or other information.
7.4 Following receipt of a complaint the CAM shall confirm to the Client the receipt of the complaint and immediately make efforts to resolve the complaint within 5 working days.
7.5 In the event that the issue has not been resolved within 5 working days the Client shall be informed by the CAM that an initial answer/response to the Client should be expected 4 weeks from the receipt of the Complaint and that ACL will ensure that the Complaint is resolved within 8 weeks from its receipt. ACL’s notification to the Client should also include the reasons of the delay.
7.6 In the event that the Company is unable to respond within two (2) months to the Complainant, it shall inform the Complainant of the reasons for the delay and indicate the period of time within which it is possible to complete the investigation. This time period shall not exceed three (3) months from the submission of the Complaint by the Complainant.
Filing a complaint with CySEC, Alternative Dispute Resolution Mechanisms and other available means of dispute resolution
7.7 Without prejudice to the right to bring proceedings before the court and the provisions of clause 7 (Complaints policy and procedure), Clients may file complaints pertaining to disputes/complaints pertaining to the provision of the Services by ACL with CySEC. More information on this may be found on the website of CySEC at https://www.cysec.gov.cy/en-GB/complaints/
7.8 To the extent that a Client is a Retail Client, any disputes arising by virtue of ACL’s Terms and Conditions and pertaining to the Services may also be settled by reference to alternative dispute resolution procedures in accordance with the Alternative Dispute Resolution for Consumer Disputes Law (L.85(I)/2017) and the Law on Certain Matters of Mediation in Civil Law Differences (L.159(I)/2012). The details of the responsible body are set out below:
Consumer Protection Service, Ministry of Energy, Commerce and Industry
Address: Ministry of Energy, Commerce and Industry, 1421, Nicosia, Cyprus
Helpline: 1429fax +357 22 200975
e-mail: ccps@mcit.gov.cy
website: http://www.consumer.gov.cy
7.9 Clients may also refer any disputes/complaints of financial nature arising by virtue of this agreement to the Financial Ombudsman, the details of whom are set out below:
Financial Ombudsman of the Republic of Cyprus
Address: 15 Kypranoros street, 1061 Nicosia, Cyprus (P.O. Box 25735, 1311, Nicosia, Cyprus and P.O Box 26722, 1647, Nicosia, Cyprus)
Tel: 0035722848900
Fax: 0035722660584 and 0035822660118
Email addresses:
For mediations: mediations@financialombudsman.gov.cy
For enquiries: enquiries@financialombudsman.gov.cy
For complaints: complaints@financialombudsman.gov.cy
- Reporting information to clients
8.1 ACL will provide to the Client adequate reports on the Services provided to it in a durable medium.
8.2 The reports will include periodic communications to the Client, taking into account the type and the complexity of the financial instruments involved and the nature of the Services provided to the Client; and where applicable, the costs associated with the transactions and Services undertaken on behalf of the Client.
8.3 ACL will provide all investment recommendations to Clients through written reports in face to face meetings, by phone or via emails. If provided by phone, the recommendation given will be confirmed and recorded in writing.
8.4 A copy of any statement provided by ACL in accordance with this section will be retained in accordance with ACL’s record keeping policies.
9. Conflicts of Interest
9.1 ACL shall take all reasonable steps to identify conflicts of interest situations between ACL and its employees, ACL and its clients or between its clients during the course of the provision of investment and ancillary services.
9.2 Each Albourne Group Company advises clients that are affiliates with or are connected with the management company of hedge funds, private equity funds, real estate or real asset funds that are the subject of its research reports, which may create an incentive for the Company to favour the management company in its reports. The Albourne Group takes reasonable steps to manage potential conflicts of interest that may arise from such relationships. In appropriate cases, the relevant Albourne Group Company will decline to act for one or more potential or existing clients.
9.3 Conflicts of interest that cannot be avoided despite these or other separate measures will be disclosed to the client prior to the provision of the service.
10. Costs
Fees and Payment of Fees
- 1 ACL charges clients fixed fees for its advisory services.
- 2 In determining the specific services that it is willing to provide at a given price point, ACL takes into consideration the totality of the client’s relationship with ACL, including the size and complexity of the Client’s alternative investments portfolio(s), the duration of the Client’s contractual commitment to subscribe to ACL’s services.
- 3 Clients are generally billed monthly in arrears, but if desired, clients may choose to pay fees in advance. Where a client has pre-paid fees and the contract is terminated before the end of the billing period, Albourne will promptly refund any unused fees on a pro rata basis.
Additional Fees
- 4 Many of ACL’s service offerings contain limits on the number or types of due diligence reports that a client may access. Clients are charged additional fees for access to due diligence reports above or outside of those limits. Subject to the terms of the Agreement, Clients could also incur fees for additional portfolio risk advisory services.
- 5 Clients with a subscription to ACL’s Service in one asset class generally have the option to purchase investment and operational due diligence research reports in another asset class for an additional fee. For example, for an additional fee, hedge fund advisory clients can purchase due diligence research reports on private market funds.
- 6 ACL reserves the right to charge all clients additional fees to conduct due diligence on investment opportunities or alternative investment vehicles where ACL does not cover the opportunity or vehicle on an ongoing basis. Subject to the terms of their service agreements, clients could also be responsible for some or all of Albourne’s travel-related expenses.
- 7 Subject to the terms of their service agreements, ACL’s implementation support service packages could contain limits on the number of funds that ACL will support. If so, clients that elect to receive implementation support services above that numerical limit will incur additional fees.
- 8 In cases where ACL conducts background checks on a fund’s key personnel, ACL will charge the Client additional fees in accordance with the Agreement.
- 9 As a non-discretionary adviser, ACL does not charge Clients brokerage or other transaction fees, but Clients should be aware that they could incur brokerage and transaction fees charged by third parties to implement the investment advice provided by ACL.
- 10 Neither ACL nor its employees accept compensation for the sale of securities or other investment products to Clients.
Performance – Based Fees and Side- By- Side Management
10.11 ACL does not charge Clients any fees based on a share of the capital gains or capital appreciation of Client’s assets.
- Data Privacy
11.1 We refer to the Albourne Group Privacy Note, which can be found on our website.
