A fund management company, based in the UK, wanted a structure an investment vehicle to invest the assets of a HNI clientele in a diversified range of assets through various different portfolios and strategies, such as: Listed securities, Real Estate and  Fixed income securities . They wanted to keep the costs to manageable level and still offering them enough flexibility. Also, this investment vehicle had to be set up at short notice.

Fund Structure

To accommodate the requirement of the Fund Manager, a Seychelles Protected Cell company (PCC) with three designated sub-funds – was selected as the investment vehicle and licensed as a Seychelles Professional Fund.

The principal rationale behind using an umbrella structure is to enable a variety of different products to be offered within one structure.

Under this structure each sub-fund is entirely and legally segregated from each other sub-fund, so as to avoid any cross-collateral risk. Thus, if one of the sub-funds should suffer losses in the market, which exceed the capital of the sub-fund, those losses will be ring-fenced within the individual sub-fund and will not be passed on to other sub-funds of the Fund.

This structure also permits the creation of additional cells to accommodate new investors without the need for a new fund to be established.

Further the flexibility of the umbrella structure permits the portfolio cell to independently deal with the portfolio manager, custodian bank and prime broker while the real estate cell can deal with real estate agents and valuers.


Benefits of the structure

A single legal entity – The PCC as a whole is considered as a single legal entity and it follows that one set of accounts is prepared, audited and submitted to the authorities.

Each sub-fund will hold a separate pool of assets and they can be structured as protected cells, thereby segregating the liabilities of the sub-funds from each other.

  • It is possible to establish an unlimited number of sub-funds within an umbrella scheme for different strategies, starting at the outset with at least one sub-fund and then adding new sub-funds on an ongoing basis
  • Each sub-fund may also contain different classes of shares.
  • The umbrella fund structure enables investors to cherry pick between the portfolios in a tax-efficient manner.
  • Each portfolio could be managed by the same internal investment manager, or could appoint an external investment manager to one or more of the sub-funds.
  • The promoter also benefits from time and cost efficiencies by housing different portfolios within one legal structure, rather than establishing a separate legal structure for each product.

Abacus Seychelles Services:

  • Facilitate the set-up process, including meetings/liaising with regulatory authorities.
  • Prepare the fund licencing application pack including the, prospectus.
  • Lodge the fund license application with the Seychelles authorities.
  • Maintaining the register of shareholders and providing statement of holdings to the shareholders at regular intervals.
  • Company secretary services including due diligence/KYC process and board meetings.
  • Ensure management compliance with Seychelles regulations and licensing conditions.
  • Prepare annual audited accounts and Liaise with auditors in connection with annual audit.