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  • Collective Investment Schemes Information to be Contained in Scheme Particulars Documents

    • Agency Circular BC/05/2002 Collective Investment Schemes — Information to be Contained in Scheme Particulars Documents

      BC/05/2002

      1st June, 2002

      The General Manager
      All FCBs/IBs/OBUs and Representative Offices
      Manama
      Kingdom of Bahrain

      Dear Sir,

      Re : Collective Investment Schemes – Information to be Contained in Scheme Particulars Documents

      In accordance with Articles 29 and 31 of the Principles of Supervision, Operation and Marketing with respect to Collective Investment Schemes, Circular No. OG/318/95, dated 4th November 1995, banks or financial institutions are required to submit to the Agency as part of their application for authorisation and approval, the prospectus of any proposed Collective Investment Scheme. The attached document outlines the minimum information which should be contained in the prospectus of a locally incorporated scheme.

      The prospectus of such schemes must contain the matters specified in the attached document and should contain any other information the inclusion of which is necessary to help the investors make an informed assessment of the scheme.

      Any queries and/or clarification sought in relation to the attached document should be directed to Mr. Abdul Rahman Al-Baker, Head of Investment Business on Tel : 547449 or Fax No. 537554.

      Yours faithfully,

      Dr. Khalid Abdulla Ateeq

    • Information to be Contained in the Scheme Particulars Document

      1) Constitution of the scheme:

      The name and date of incorporation of the scheme, with an indication of its duration if limited, its features and the legal status of the scheme.
      2) The Operators and Principals of the scheme:
      2.1) The Manager:

      The following particulars of the investment manager should be stated:
      a) The name, address of the registered office and the principal place of business of the manager.
      b) The country or territory of incorporation and the date of incorporation.
      c) If it is a subsidiary, the name of its ultimate holding company and the country in which that holding company is incorporated.
      d) The names of the directors of the investment manager.
      e) A description of its principal business activity.
      2.2) The Custodian/Trustee:

      The following particulars of the custodian/trustee should be stated :
      a) The name, address of the registered office and the principal place of business of the custodian/trustee.
      b) The country or territory of its incorporation and the date of incorporation.
      c) If it is a subsidiary, the name of its ultimate holding company and the country in which that holding company is incorporated.
      d) A description of its principal business activity.
      2.3) The Investment Advisor:

      If the manager employs the services of an investment advisor who manages any of the property of the scheme or provides advice in relation to the scheme, the following particulars of the investment advisor should be stated:
      a) The name, the address of the registered office and the principal place of business of the investment advisor.
      b) The country or territory of its incorporation and the date of incorporation.
      c) Whether the investment advisor is a body corporate in a group of which the investment manager is a member.
      d) The main terms of the agreement or arrangement between the manager and investment advisor and whether the investment advisor has the authority of the manager to make decisions on behalf of the manager, and a description of the matters in relation to which the investment advisor has that authority.
      2.4) The Registrar:

      The name and address of the registrar, who maintains the register of participants in the scheme, should be clearly stated.
      2.5) The Auditors:

      The name and address of the auditors should be clearly stated in the document.
      2.6) Others concerned in the management and operation of the scheme:

      The name, address and function of any person (other than the operators and principals mentioned above) who has significant responsibilities in connection with the management of the scheme and the period for which that person, the fund and the manager was appointed.
      3) Investment Policy and Restrictions:

      The following should be stated:
      a) Whether the objective of the investment policy is to be capital growth, income or some other stated policy.
      b) The manager's investment policy for achieving that objective.
      c) A description of the type of property which may be included in the scheme.
      d) Any limitations or restrictions on the types of property which may be included in the scheme, including but not limited to references to the individual securities or derivatives markets through which the scheme would primarily invest or, if more appropriate, a statement that there are no restrictions on the markets which may be used. Also, the maximum extent to which the scheme may invest in any single asset, in terms of value and/or as a proportion of the portfolio of the scheme.
      e) In case of a scheme that invests in assets which are not readily realizable, the maximum extent to which the scheme may invest in such assets.
      f) Any economic sectors or geographical areas to which investment will be confined or which are likely to be preferred in the making of decisions as to how the funds of the scheme are to be invested.
      g) If the investment policy does not envisage remaining fully invested at all times, a statement of the manager's policy in that respect.
      h) The extent to which the manager would place deposits with institutions within the same group and any specific restrictions which would apply.
      i) The extent to which the scheme may invest in other collective investment schemes managed by the investment manager or an associate, together with the nature of those schemes and any specific restrictions that would apply.
      j) Whether or not the scheme may contain securities of which any issue or offer of sale was underwritten, managed or arranged by the manager or any associate of the manager during the preceding 12 months.
      k) A description of any borrowing powers which are available to the scheme, including the circumstances in which the manager may borrow on behalf of the scheme and the limits of such borrowing.
      l) A description of any hedging powers which are available to the scheme.
      m) A description of any special investment techniques (such as transactions which involve gearing or stocklending) which the manager is empowered to employ, and/or whether the manager may on behalf of the scheme underwrite or sub-underwrite any issue or offer for sale of securities.
      4) Number of units in issue:

      If the marketing in connection with which the scheme particulars are published will or may consist of an offer of units in the scheme for sale or subscription, the number of units in the scheme which have been or will be issued and the price per unit should be clearly stated in the document.
      5) The Characteristics of units in the scheme:

      The following should be stated:
      a) In relation to each available type of units in the scheme:
      i. The entitlement of the holder of those units to participate in the property of the scheme and the income thereof;
      ii. A statement of the nominal value (if any) of each type of unit; and
      iii. Where there is more than one unit type, the name given to each type and the characteristics of each type which distinguish it from the others.
      b) If title to the units or to some of the units will be evidenced by entries on a register of unitholders, whether or not certificates evidencing title to those units will be issued.
      c) What voting rights are exercisable at meetings of unitholders by the holders of units and, if different rights are attached to different classes of units, what those differences are.
      d) Whether persons other than unitholders can vote at meetings of unitholders and who those persons are.
      6) The Valuation of the property of the scheme:

      The following should be stated:
      a) How frequently and what time of day in a specified country or territory the property of the scheme will be valued for the purpose of determining prices at which units in the scheme may be sold or repurchased by the investment manager.
      b) In relation to each purpose for which the property of the scheme will be required to be valued, the following matters should be disclosed:
      i. The method of valuation of assets and liabilities of a scheme; and
      ii. The method of pricing and determination of investment return of a scheme.
      c) The circumstances under which the method of valuation and pricing may change for a scheme.
      7) The Sale and Redemption of Units in the scheme:

      The following should be disclosed:
      a) The days and times on which the manager will carry out requests for the sale and redemption of units.
      b) The procedures for effecting the sale and redemption of units in the scheme.
      c) The steps required to be taken by a unitholder in redeeming units before he can receive the proceeds of redemption.
      d) The minimum initial investment, subsequent holding, minimum switching amount and the minimum redemption amount, if any, in the scheme.
      e) The maximum interval between a request for redemption and the payment of redemption proceeds to the unitholder in the scheme.
      f) The circumstances in which dealing may be deferred or suspended for a scheme.
      8) Fees and Charges:

      Explanation of all fees and charges of the scheme should be clearly disclosed in the document. These fees and charges include:
      a) All fees and charges payable by unitholders of a scheme, including all charges levied on subscription and redemption of the units in the scheme.
      b) All fees and charges payable, or can reasonably be expected to be payable by the scheme, including investment management fees, performance fees, custodian or trustee fees, guarantee fees, brokerage fees, preliminary (start-up) expenses, advertising and promotional expenses and any other charges and expenses.
      c) Details of whether charges are subject to change and the relevant notice period to the unitholders of such proposal (if any).
      d) In disclosing the above fees and charges of a scheme, the following points should be taken into consideration:
      i. All fees and charges, if expressed as a percentage, must be disclosed on a per annum basis;
      ii. Where a performance fee is charged by way of deduction from the unitholders' funds, the following should be stated:
      1) the frequency at which the performance fee is charged to the scheme; and
      2) the basis upon which the performance fee is calculated should be disclosed.
      iii. Where advertising, promotional or other selling expenses are expected to be charged to a scheme, an estimate of the amount to be charged, whether as a percentage of the net asset value of the scheme or otherwise, should be disclosed; and
      iv. In case of indeterminable fees and charges, the basis of calculation or the estimated ranges should be disclosed. In addition, where complex calculations are required to disclose fees and charges, illustrative examples should be given for clarity.
      9) Distribution Policy:

      The distribution policy and the approximate dates on which dividends (if any) will be paid to unitholders should be clearly stated in the document.
      10) Reports and Accounts:

      The following should be disclosed:
      a) The financial year of the scheme; and
      b) Particulars of what reports will be sent to the registered unitholders of the scheme and when they will be sent, should be clearly stated in the document.
      11) Warnings:

      The risk warning statements should be clearly disclosed in the document. This should include:
      a) A prominent warning should be stated to the effect that the investment involves risks, except where the fund's investment return is subject to a non-variable guarantee.
      b) To the extent that the underlying investments involve risks, a detailed description of the risks should be clearly stated in the document.
      12) Inspection of documents:

      A list of constitutive documents and the address where they can be inspected and copies of them obtained, should be clearly disclosed in the document.
      13) Termination of scheme:

      The following should be stated:
      a) Any limit to the life of the scheme; and
      b) Any arrangement made for the termination of the scheme and the circumstances in which such termination will or may take place.
      14) Governing Law:

      The offering document should specify the governing law of the scheme.
      15) Taxation:

      Details of taxes that are levied on the income and capital of a scheme, including tax deducted on the distribution to unitholders of a scheme, if any, should be disclosed in the document.
      16) Money Laundering:

      A statement that clearly indicates the measures that will be taken into consideration to comply with the Money Laundering Regulation issued by the Bahrain Monetary Agency on 14th October 2001, pursuant to the Amiri Decree Law No. 23 of 1973 (the BMA Law) and Amiri Decree Law No. 4 of 2001 (with respect to the Prevention and Prohibition of the Laundering of Money), and the documentation that needs to be provided by an investor subscribing to the scheme.
      17) General Information:

      Any other material information which may include, but is not limited to, the following should be disclosed in the document:
      a) The date of publication of the offering document.
      b) A statement that the directors of the scheme or the management company accept responsibility for the information contained in the offering document as being accurate at the date of publication.
      c) If the scheme is described as having been authorized and approved by the Bahrain Monetary Agency, the offering document should state that the Agency does not take responsibility for the financial soundness of the scheme or for the correctness of any statement made or expressed in the document.
      d) A statement that unitholders of a scheme will be notified in the following circumstances:
      i. Any changes in the investment policy;
      ii. Any changes in the investment manager or the operators of the scheme;
      iii. The merger, division or termination of the scheme; and
      iv. Any major issues that may effect the unitholders of the scheme.
      e) If the scheme invests primarily in investments which are considered as illiquid, the document should include a clear statement of that fact.
      f) In the case of an umbrella fund, the document should clearly state the arrangements that are made for charges in the case of an exchange of units in one part of the scheme for units in another part of the scheme, including the maximum amount of the charge and the minimum number of exchanges that will be permitted free of charge (if any).

      Bahrain Monetary Agency

      June, 2002