AMPERE Gestion obtained accreditation to act as a portfolio management company from the French financial markets authority (Autorité des marchés financiers – AMF) on 9 July 2014 under number GP-14000021, in accordance with Directive 2011/61/EU (the “AIFM” directive). It is headquartered at 33 avenue Pierre Mendès France, 75013 Paris, France.
AMPERE Gestion is registered in the Paris Trade and Companies Register (RCS) under no. 801 075 474 (business name: AMPERE Gestion SAS (a French société par actions simplifiée [simplified joint-stock company], with share capital of €3 095 500. Intra-community VAT number FR24801075474).
AMPERE Gestion is authorised by the Prefecture of Police of Paris to engage in real estate transactions (professional card No. T15667) and to manage real estate (professional card No. G6327).
Application of EU Directive on Markets in financial instruments II (MiFID II)
The EU Directive on markets in financial instruments (MiFID), strengthened by MiFID II which came into force on 3 January 2018, applies throughout all European Union countries. MiFID II aims to build a European market by promoting greater transparency on markets in financial instruments and enhancing investor protection within a standard regulatory framework.
AMPERE Gestion is covered by MiFID II and it has deployed a MiFID-compliant customer categorisation system and internal organisation structure.
Know-Your-Customer and customer classification process
Subscription requests are accompanied by a questionnaire that must be completed by the customer, designed to assess their investment experience, the fit between the product on offer and their investor profile and their investment objectives.
Customer categorisation guidelines apply to all investors. To ensure greater investor protection in terms of the quality and transparency of information, AMPERE Gestion has opted to:
- categorise all of its clients by type,
- allow those who so wish the option of switching category. Once the Management Company has performed controls, investors may — at their own request and based on objective information — apply to change category.
Conflict of interest management policy and investment allocation rules
In accordance with MiFID II requirements, AMPERE Gestion has created a conflict of interest management process to highlight any such conflicts and, if necessary, resolve them with due regard to the interests of investors.
AMPERE Gestion manages various different AIFs and mandates and has drawn up rules for allocating investment opportunities identified between the structures it manages. These rules are intended to ensure the fit between the asset or portfolio to be allocated and the investment strategy of each AIF and mandate, to reflect the amount of capital available for investment and ensure compliance with regulatory ratios. When there are a number of competing AIFs or mandates, a formally documented and traceable asset rotation process is deployed.
Lastly, the Management Company has devised a quick and efficient policy for handling investor complaints and this is described in the following section.
Complaints handling policy
In accordance with regulations, AMPERE Gestion has a complaints process that informs customers of how to submit complaints and the standard procedures used to process these.
By definition, a complaint is a written statement, received by regular mail or e-mail, expressing a customer’s dissatisfaction with an investment service or product provided by AMPERE Gestion. A request for information, advice, clarification or a service is not a complaint. You are therefore advised to clearly state “complaint” in the subject line of the e-mail or the heading of your letter.
Once a complaint is received, AMPERE Gestion acknowledges receipt from the customer in question within ten days.
By regular mail: AMPERE Gestion
Secrétariat général – Traitement des réclamations / General Counsel’s office – Complaints handling
33 avenue Pierre Mendès France
75013 PARIS – France
By e-mail: firstname.lastname@example.org
AMPERE Gestion’s teams respond to the complaint within two months.
If your complaint relates to a service provided by a third party or to something that lies outside the Company’s competence, AMPERE Gestion can forward your complaint to be processed by the third party in question and keep you informed.
If you are a housing tenant, you should contact your usual property manager directly (CDC Habitat or another operator).
If you are not satisfied with the response to your complaint and this complaint relates to an investment service provided by AMPERE Gestion, you may appeal free of charge to the mediation service of the French financial markets authority (Autorité des marchés financiers – AMF) at the following address:
Autorité des marchés financiers
Médiateur de l’AMF / The AMF Ombudsman
17, place de la Bourse
75082 Paris cedex 02 – France
The AMF’s Mediation Charter and instructions on how to use its mediation services are available at www.amf-france.org, under “The AMF Ombudsman”. You may also submit a request by completing an on-line form (under “Request for mediation”). Procedures are confidential, free of charge and non-binding and provide each party with a right to reply. Either party may terminate the procedure at any time and retain the right to bring an action before the courts. However, before submitting a request for mediation to the AMF, customers must first submit a complaint to AMPERE Gestion.
Conflict of interest management policy
A conflict of interest refers to a situation in which an employee or the Company may have to choose, directly or indirectly, between diverging interests such as:
- their own interests and those of the Company or a third party;
- the interests of the Company and/or a third party;
- the interests of several entities in the Group to which the Company belongs;
- the interests of several third parties with links to the Company;
The General Regulations of the French financial markets authority (Autorité des marchés financiers – AMF) advocate the principle of setting up a process for preventing conflicts of interest that requires:
- identifying the circumstances which constitute or may give rise to a conflict of interest and keeping these in a Register of potential conflict of interest situations (see Mapping conflicts of interest);
- keeping a log of conflicts of interests that have actually arisen;
- taking measures to manage conflict of interest situations.
In accordance with applicable regulations, the Company has formally documented its conflict of interest prevention and management policy and set up specific processes in terms of organisation (resources and procedures) and control in order to prevent, identify and manage conflict of interest situations that could damage the interests of its clients.
AMPERE Gestion has set up a formal control function organised around a Compliance Officer reporting directly to the Chairman and tasked with preventing conflict of interest situations, detecting potential conflict of interest situations in liaison with Executive Management and key managers, resolving these situations with the managers concerned, and making appropriate disclosures to clients if it proves impossible to resolve them in a satisfactory manner.
AMPERE Gestion identifies potential and actual conflicts of interest by mapping the situations that are likely to create conflicts of interest and the associated risks. This map is updated by the Compliance Officer on a regular basis. AMPERE Gestion employees are regularly briefed on the processes for detecting and managing conflicts of interest and AMPERE Gestion’s disclosure obligations vis-à-vis its clients if a conflict of interest cannot be avoided or resolved using the procedure devised for this purpose.
AMPERE Gestion’s conflict of interest management process includes strict ethical guidelines together with a Code of Ethics and related operational procedures designed to ensure compliance with the following principles:
- primacy of clients’/investors’ interests,
- equal treatment for third parties/clients,
- data security and confidentiality,
- transparency of employees in all situations of actual or potential conflicts of interest (personal transactions, benefits in kind),
- oversight of remuneration received by AMPERE Gestion,
- oversight of remuneration received by employees,
- independence of the compliance function tasked with operational oversight of AMPERE Gestion’s activities,
- preservation of market integrity,
- accountability of employees.
Both within AMPERE Gestion itself and in relations between AMPERE Gestion and CDC Habitat Group, there are restrictions on the circulation of information between employees working for clients that have or may have competing interests.
The process is adapted to specific situations that may arise in relations between CDC Habitat Group and AMPERE Gestion and is designed to ensure that any business with other entities in the CDC Habitat Group is conducted in compliance with the primacy of clients’ interests and the autonomy of AMPERE Gestion.
Consequently, AMPERE Gestion ensures that the use of any service providers from CDC Habitat Group is justified in terms of the quality of the services provided and synergies that may be unlocked with due regard to the autonomy of AMPERE Gestion, the pooling of resources and a price that is consistent with the market price for an equivalent service. Services that are performed within the CDC Habitat Group are subject to an annual review in the same way as for any other service provider. The Compliance Officer, who is independent of all operational functions, oversees this review process and the tracking of service providers by operational personnel.
AMPERE Gestion’s conflict of interest prevention and management policy is available from the Company upon request.
AMPERE Gestion’s remuneration policy complies with Directive 2011/61/EU (AIFM Directive) and Article L. 533-22-2 of the French Monetary and Financial Code (Code monétaire et financier). This policy aims to establish and maintain compensation practices that are compatible with sound and effective risk management and reflect AMPERE Gestion and CDC Habitat Group compensation guidelines for employees whose professional activities have a substantial impact on the risk profile of each AIF managed.
The purpose of this policy is to set out remuneration guidelines to ensure that:
- employees are remunerated in an appropriate manner in terms of their contribution to the Company’s business and market benchmarks,
- employees are incentivised and motivated to act in all circumstances in the interests of the AIFs managed and their investors and in the interests of the Company.
The remuneration policy complies with the economic strategy, objectives, values and interests of AMPERE Gestion and the AIFs it manages and those of the unit holders or shareholders of the AIF, and includes measures designed to avoid conflicts of interest.
Remuneration policy is also designed to comply with the “Disclosure” regulation concerning the integration of sustainability-related risks and ensuring that AMPERE Gestion’s remuneration structure does not encourage excessive sustainability-related risk-taking. As such, AMPERE Gestion has taken the following measures:
- the ESG performance of AIFs or mandates is also included in manager’s annual objectives. Qualitative objectives are focused on developing impact investing objectives and ensuring good governance;
- ESG performances are also factored into the annual objectives of the management functions to ensure there is a consistent ESG approach to managing AIFs and mandates in phase with the SRI strategy of each one (SRI label, SRI policy, etc.);
- the people tasked with ESG-related issues have been allocated qualitative or quantitative objectives to limit any environmental, social or governance event or situations that could have a negative impact on the value of AMPERE Gestion’s investments. The following examples, which focus on variable remuneration, are designed to tackle sustainability-related risks: SRI ratings for operations carried out on behalf of an AIF or mandate; formally documented plans for enhancing ESG impacts; structured SRI policy and applications; ongoing ESG regulatory watch and periodic reporting to investors.
AMPERE Gestion’s remuneration policy is available from the Company upon request.
Best selection and execution policy
AMPERE Gestion has deployed a policy for selecting financial intermediaries and its counterparties that applies to all of its AIFs and mandates.
In the course of cash management for its AIFs and mandates, AMPERE Gestion may transmit orders on financial instruments to other financial intermediaries. In particular, this happens when AMPERE Gestion invests in money market funds on behalf of an AIF or a mandate. In this case, AMPERE Gestion selects an intermediary based on a number of criteria that include the intermediary’s operational security and financial strength. In the case of an AIF, it will use the fund trustee.
When selecting financial counterparties for contracting long-term debt or short-term lines of credit, AMPERE Gestion selects top-ranking credit institutions that offer the best financing terms with regard to the market, thus securing the financing assumptions used in the business plan.
When negotiating financing contracts (forward financial instruments) to hedge interest rate risk and/or inflation risk exposure, AMPERE Gestion uses price as the key selection criterion. However, this is not the only criterion used and AMPERE Gestion will also consider its counterparty’s operational security and financial strength.
When managing parts and liquid pockets of financial portfolios that may comprise financial instruments (equities, bonds, negotiable debt securities, etc.), AMPERE Gestion delegates to a third-party financial manager who applies their own best financial intermediary selection policy. If necessary, AMPERE Gestion ensures that the third-party manager actually has their own best selection or execution policy and audits this process as part of its annual review.
Given the nature of its business, AMPERE Gestion does not use the services of research providers or investment decision support services.
Service provider and property manager selection policy
AMPERE Gestion has deployed procedures for selecting service providers and property managers both for itself directly and/or for the AIFs and mandates that it manages.
In the case of residential property, AMPERE Gestion mainly uses the human and technical resources of CDC Habitat as this provides national coverage tailored to the investment strategies it has deployed.
Investors in AIFs and mandates are informed of this practice beforehand. CDC Habitat’s expertise, experience and reputation provide investors with guarantees of professionalism and these are actually an essential condition for ensuring their participation in the investment process.
As a general rule, investors must be informed whenever CDC Habitat is the main service provider for the management company of an AIF or mandate and the fund or mandate’s legal documentation contains a specific disclosure to this effect. This issue is covered in AMPERE Gestion’s conflict of interest management policy.
Barring exceptional circumstances, CDC Habitat then acts as “service provider” to the management company. It provides AMPERE Gestion with technical and practical expertise, notably for the valuation of the investment vehicle portfolio: building work to be carried out or assets that could potentially be disposed of, although the ultimate decision remains the sole responsibility of the management company.
As a general rule, AMPERE Gestion uses third-party service providers when this is appropriate and in accordance with the rules applicable to AIFs and mandates or its interests.
AMPERE Gestion also selects external property managers. In such cases, AMPERE Gestion monitors the service providers in the same way as CDC Habitat and the operational personnel in charge of monitoring the relationship through an annual review of the property manager.
Shareholder engagement policy
Under Article L. 533-22-2 of the French Monetary and Financial Code (Code monétaire et financier), fund managers must develop a shareholder engagement policy that describes how they integrate their role as shareholder into their investment strategy, and publish an annual report to this effect.
As part of their equity investment activity (in listed or unlisted equities), AIF managers must publish a shareholder engagement policy describing how they integrate their role as shareholder into their investment strategy. It should contain:
- a review of strategy, financial and non-financial performance, risk, capital structure, social and environmental impact and corporate governance;
- dialogue with investee companies;
- exercise of voting rights and other rights attached to shares;
- cooperation with other shareholders;
- communication with relevant stakeholders of investee companies;
- prevention and management of actual or potential conflicts of interest vis-à-vis their commitment.
For information, AMPERE Gestion invests mainly in real estate assets owned either directly or indirectly by holding structures (i.e., French SAS [simplified joint-stock companies] or SCI [real estate investment companies]) created and owned by AIFs or mandates managed by AMPERE Gestion.
Voting rights in unlisted shares — notably those in holding structures owned by AIFs (SAS, SCI, etc.) — are fully exercised by AMPERE Gestion in the interests of its clients. Unlisted entities owned by AIFs or mandates are holding structures created for the purpose of owning and operating buildings that remain under majority or exclusive control of the AIFs or mandates managed by AMPERE Gestion. Therefore, the management company has no reason to vote against the resolutions proposed at the general meeting on behalf of the AIFs or mandates held.
When managing parts of listed financial assets (in listed equities or property development companies), AMPERE Gestion delegates financial management to a third-party manager. In such cases, it is the manager’s shareholder engagement policy that applies and the manager exercises the voting rights attached to the shares held by the AIFs concerned. AMPERE Gestion ensures that the manager complies with regulatory provisions and with their own shareholder engagement policy.
Annual report on the application of the shareholder engagement policy in 2021
AMPERE Gestion has not invested in listed financial instruments and did not own any listed securities (in listed equities or property development companies) on behalf of the AIFs or mandates held at 31 December 2021. Consequently, AMPERE Gestion did not exercise any voting rights in respect of listed securities in 2021.
As regards voting rights in holding structures for real estate assets (i.e., SAS, SCI, etc.) under majority or exclusive control of the AIFs or mandates, AMPERE Gestion participated in all of the general meetings of these holding structures.
AMPERE Gestion voted in favour of resolutions to monitor routine business activity, notably:
- approval of the annual financial statements and appropriation of income,
- appointment and dismissal of corporate bodies,
- related-party agreements,
- increases in share capital.
AMPERE Gestion did not use the services of proxy advisers.
AMPERE Gestion did not experience any conflict of interest situations with any of the entities owned by the AIFs or mandates held.
Annual disclosures to institutional investors
Every year, the management companies provide institutional investors (i.e., insurers, reinsurers, supplementary professional pension funds, mutual insurers, supplementary group pension funds) with information on how their investment strategy and its deployment comply with the terms and conditions of the contract and contribute to medium and long-term investor and/or group investor performance. This information enables these investors to report on their own shareholder engagement policy.
It is communicated to institutional investors in specific reports as well as in management reports and through the workings of governance structures, as appropriate.
Processing of subscriptions and restrictions on US Persons
Prospective clients and distributors are hereby informed that the products presented on this website may only be marketed and sold in jurisdictions, countries or states in which these activities are authorised.
Consequently, AMPERE Gestion may not offer units of AIFs for sale to partners or clients who, by virtue of their place of residence, are subject to the laws of the United States of America.
AIF units managed by AMPERE Gestion have not been nor will they be registered under the 1933 US Securities Act (the “1933 Act”), or under any US State securities law, and the Shares of the Fund may not be offered or sold directly or indirectly, in the United States of America, its territories or possessions, to any US Person within the meaning of “Regulation S” of the 1933 Act adopted by the US Securities and Exchange Commission (SEC).
All unit holders must immediately inform the Fund if they become a “US Person”. Any unit holder that becomes a US Person shall no longer be authorised to purchase new units and may be requested to dispose of their units at any time for the benefit of persons who do not have “US Person” status. AMPERE Gestion reserves the right to carry out a compulsory redemption of any units held directly or indirectly by a “US Person”, or if the ownership of units by any person is deemed to be illegal or contrary to the interests of the AIF.
Therefore, for AIFs open to new subscriptions, you should ask your investment adviser if you may invest in this vehicle based on your tax status and whether or not you are subject to the laws of the United States of America.
This website is not intended for use by residents of the United States of America or by “US Persons” within the meaning of “Regulation S” of the 1933 Act adopted by the US Securities and Exchange Commission.
Updated on 6 May 2022