Professional Investor
An Investor who is considered to be a professional client or may, on request, be treated as a professional client within the meaning of Annex II of the Investment Services and Activities and Regulated Markets Law 87(I)/2017 as amended. In general terms, a Professional Investor:
- is considered to be the entity that is authorized or regulated to operate in the financial markets, including but not limited to entities authorized by an EU member state under the applicable European legislation. In addition, Professional Investors include but are not limited to large undertakings with prescribed net turnover and balance sheet totals, national and regional governments, public bodies that manage public debt, central banks, international and supranational institutions;
- is upon request treated to be so if certain identification criteria are fulfilled and the prescribed procedure is followed as per Annex II described above.
Qualified Investor
For the purposes of the Securities Market Act, each of the following is a qualified investor:
- a credit institution, investment firm, management company, investment fund, insurance undertaking, and another financial institution subject to financial supervision;
- the Republic of Estonia, a foreign state, a regional government or the central bank of Estonia or a foreign state;
- an international institution or organization, including the International Monetary Fund, the European Central Bank, and the European Investment Bank;
- a financial institution whose only business activity is an investment in securities, a market trader in commodities and commodity derivatives;
- a large enterprise;
- another professional client not specified in clauses 1–5 above or an eligible counterparty pursuant to the provisions of §§ 46 and 461 of the Securities Market Act, or a person who is considered a professional client or an eligible counterparty pursuant to the current legislation of another Contracting State, excluding the case when the client has applied for being treated as a retail client.
Well–Informed Investor
Every Investor that is not a Professional Investor that fulfills the following conditions: confirms in writing that
(a)
- He/she possesses sufficient knowledge and experience in financial and business matters in order to be able to evaluate the benefits and risks associated with the planned investment in the Fund and he/she is aware of the risks associated with the planned investments in the Fund; or
- His/her business activities are related to the management, acquisition, or disposal of assets, either on his own account or on behalf of third parties, which are of the same type as the investments in the Fund he wishes to invest in; and
(b)
- His/her investment in the Fund is at least equal to the minimum of EUR 125,000 (one hundred twenty-five thousand euro) (or currency equivalent); or
- He/she has been assessed as a well-informed investor by a credit institution or by an AIFM or by a UCITS management company or by an investment firm, or a manager which is registered in the Republic of Estonia or in another EU member state for the management of AIFs and AIFs whose assets under management do not exceed the thresholds laid down in Article 4(2) of the AIFM Law or the corresponding article 3 paragraph (2) of Directive 2011/61/EU, and the above-mentioned assessment indicates that he possesses sufficient knowledge and experience in financial and business issues to be able to evaluate the benefits and risks associated with the planned investments of in the Fund(s) based on its (their) investment policy(ies); or
- He/she is employed by any of the entities mentioned in subparagraph 2 of paragraph (b) above and receives total remuneration that takes him/her into the same remuneration bracket as Natural Persons who effectively conduct one of the business activities of the entities mentioned in subparagraph 2 of paragraph (b) or as the executive members of their government body who effectively conduct one of their business activities; whereas
(c)
without prejudice to paragraphs (a) and (b), persons who direct the General Partner or are assigned portfolio management duties related to the General Partner.
General Partner
A management company, whose regular business is managing one or more AIFs in accordance with the authorization provided to it under the provisions of the Investment Funds Act of the Republic of Estonia, and authorized by the Estonian Financial Supervision and Resolution Authority to operate as a Small fund manager.
