Quanloop Legal structure

Quanloop is a limited partnership fund, registered in the EU under the Limited Partnership regime.

Limited Partnership Fund (LPF) is an investment vehicle designed for private equity, venture capital investments or investments in a variety of assets, often with complex portfolio-construction and risk-management techniques. Bondkick offers limited partnership funds under the Investment Funds Act of 14 December 2016 (IFA) of the Republic of Estonia (member of EU).

The assets of the Quanloop fund are managed by its general partner, an Estonian company, Quanloop Group OÜ and supervised by the fund manager Bondkick. Bondkick is registered as a Small Fund Manager and owns the Financial institution operating license no. FFA000250. Bondkick may represent the limited partnership fund in all transactions within the competence granted to it by the management contract, unless otherwise provided for in the partnership agreement or the management contract. Entry into and termination of the management contract shall be decided by the managing general partners of the limited partnership fund by at least a two-thirds majority of the votes, unless otherwise prescribed in the partnership agreement.

Quanloop fund units are not offered publicly. 100% of all fund units of the fund belong to the general partner, who does not plan on offering the units to new limited partners. If such plans are amended, the units will be addressed solely to qualified investors, or to fewer than 150 persons per Contracting State, other than qualified investors, or to investors who acquire securities for a total consideration of at least €100,000 per investor, for each separate offer, or the offer of units will be made with the nominal value of at least €100,000 per unit.

A unit of a limited partnership fund is a set of a partner’s rights and obligations which are associated with the legal relations between the limited partnership fund and its partners. Upon application of the investment restrictions and conditions provided by legislation, acquisition of one unit of a limited partnership fund shall be deemed to be equal to the acquisition of one unit of a fund.

Following the Quanloop partnership agreement, a unit of a Quanloop limited partnership fund may be freely transferred and new limited partners may be invited; however, the fund manager may not be changed until 2025, except if the current general manager Quanloop Group OÜ will take on that responsibility to itself.

Quanloop fund units may not be offered for sale on any secondary market.

Partners of the limited partnership fund make their contributions under the agreed conditions and pursuant to the procedure provided for in the partnership agreement.

Unless otherwise provided for in a partnership agreement, partners of a limited partnership fund decide on the amount and payment of the profit share subject to distribution after the end of the financial year on the basis of the approved annual report or on the basis of the consolidated report of the consolidation group, if the limited partnership fund belongs to a consolidation group.

Disbursement of profit is prohibited if, as a result thereof, the limited partnership fund would not be able to fulfil its obligations once they fall due.

A partner has the right to withdraw from a limited partnership fund and request redemption of the unit only under the agreed conditions and pursuant to the procedure provided for in the partnership agreement. This does not exclude or restrict the right of a partner to transfer the partner’s unit in accordance with the partnership agreement.