Rule - Contents of Marketing Material - Registered Private Funds

Summary

This is a CIMA Rule, issued under section 34 of the Monetary Authority Law, that prescribes the minimum information that must be included in the marketing material of Private Funds registered under section 7 of the Private Funds Law, 2020. It applies to all such registered private funds except Alternative Investment Vehicles, and supplements (rather than replaces) any disclosure requirements under the Private Funds Law or other applicable law.

The Rule sets out a detailed checklist of disclosures that marketing material must contain.

• Basic corporate details: Name, registered office, incorporation date, financial year end, and share/interest structure.
• Investment terms: Subscription, redemption, dividend policy, investment objectives and risks.
• NAV calculation policy: NAV calculation policy and related conflicts.
• Fee arrangements: Disclosure of fee arrangements.
• Side-letter and conflicts disclosures: Side-letter and conflicts-of-interest disclosures.
• Statutory disclaimer: A mandatory statutory disclaimer statement about CIMA registration not constituting a guarantee of performance.
• Key service providers: Identification of key service providers (operator, investment advisor/manager, auditor, custodian, prime broker, legal advisors, NAV/registrar service providers) with related details such as names, addresses and experience.

Breach of the Rule is addressed through CIMA's Enforcement Manual and its powers under the Private Funds Law and Monetary Authority Law. The Rule does not itself state a commencement date or transition period beyond its May 2020 issuance date noted on each page.

Key obligations

• Marketing material for a registered private fund must include the fund's name, registered office address, date of incorporation/establishment, and financial year end.
• Marketing material must state where copies of the fund's constitution and annual/periodic reports can be inspected and obtained.
• Marketing material must describe the fund's investment interests (rights, restrictions, listing details, issue/redemption/repurchase procedures, minimum investment) and dividend/distribution policy.
• Marketing material must describe the fund's investment objectives, policy, limitations, and material risks, including techniques, instruments or borrowing powers used.
• Marketing material must describe the fund's NAV Calculation Policy and disclose any potential limitations, conflicts, or material involvement of the manager/operator/investment advisor in NAV determination.
• Marketing material must disclose the manner, amount and/or calculation of remuneration paid to the operator, administrator, investment advisor, manager, custodian and other service providers.
• Marketing material must disclose applicable conflicts of interest required under sections 16(4)(b)(ii), 17(4)(b)(ii) or 18(1)(b)(ii) of the Private Funds Law, where applicable.
• Marketing material must include a statement confirming the fund's power to enter into side letters that could disadvantage other investors of the same class in exercising redemption/withdrawal rights.
• Marketing material must state whether the fund is registered, licensed or authorised (or intends to be) in any other jurisdiction or with any other regulator.
• Marketing material must include details of financial reporting frequency and the accounting principles/reporting standards used.
• Marketing material must include the prescribed statutory statement that CIMA registration does not guarantee performance or creditworthiness and that CIMA is not liable for losses or inaccurate statements in marketing material.
• Marketing material must identify the fund's operator (with experience details for companies, or names/addresses of directors/managers/principals/senior officers for partnerships/trusts).
• Marketing material must identify the fund's investment advisor/manager (including principals, material contract provisions, and governing law/regulations of investors' interests).
• Marketing material must identify the fund's auditors, the person(s) responsible for NAV calculation/registrar and transfer services, and, if applicable, the custodian, sub-custodian, prime broker, and legal advisors, along with relevant regulatory authority information.
• Marketing material must name, address, and describe the duties of any other persons with significant involvement in the fund's affairs.

Applies to

registered private funds (excluding Alternative Investment Vehicles), fund operators, fund administrators, fund managers/investment advisors, fund auditors, fund custodians, prime brokers, service providers

Related documents

• This document is made under Monetary Authority Law (2020 Revision)