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  • CIU-1.3 CIU-1.3 Offering of CIUs

    • CIU-1.3.1

      The offering documents of a Bahrain domiciled CIU, whether in the form of a prospectus or information memorandum, must include the information, in a manner that is clear, fair and not misleading, necessary for investors to be able to make an informed judgement of the investment proposed to them and the relevant risks. The offering documents must include the following information at a minimum:

      (a) The nature of the CIU, including a description of the legal status of the CIU, registered address and other characteristics (such as protected cells or sub-funds, exchange listings if applicable), whether it is authorised/registered, the date it was established and how long it will continue;
      (b) The CIU objectives, investment strategy including any limitations on investment strategies and any anticipated borrowing or leverage;
      (c) Description of rules for determining and applying income and capital benefits, and potential rewards;
      (d) The risk associated with investing in the CIU;
      (e) The costs, fees, taxes, upfront or back end exit fees and other charges or expenses associated with an investment in or redemption of the CIU, including a description of how they are determined, their frequency, and whether they are payable directly by CIU participants or the CIU;
      (f) Information concerning the manner, amount and calculation of remuneration payable by CIU to the operator, the custodian and other relevant persons;
      (g) Key details of the valuation methodology, valuation frequency and relevant international standards that would be applied for valuing the underlying investments, particularly for investments that are not traded in a recognised market to ensure the assets are fairly and accurately valued and that NAV is calculated accurately as appropriate;
      (h) Classes of units or other participant interests and, if any rights of any class of units or other participant interests differ, a statement describing those differences in relation to the differing classes;
      (i) Rules for issuance, subscription, redemption and distribution and for the determination of the sale or issue price and the repurchase or redemption price of units, in particular the method and frequency of the calculation of those prices and information concerning the means, places and frequency of the publication of those prices;
      (j) The date of issue of the offering documents;
      (k) Accounting and distribution frequency of periodic reports, including the annual audited financial statements and the semi-annual financial statements to CIU participants;
      (l) How and what information a CIU participant can obtain about the performance of the CIU (such information must be provided free of charge);
      (m) Key details including contact information about the CIU operator and other relevant persons such as the external investment managers, prime brokers, fund administrators, custodians, and external auditors including their country of domicile and description of their duties and any conflicts of interest that may arise and measures to mitigate such conflicts of interest;
      (n) Procedures for notifications to, or approval by CIU participants for changes to the terms of the offering or appointments of third-party investment managers;
      (o) Financial information of the CIU including historic information (if any);
      (p) The key operating rules of the CIU, including the key CIU participants’ rights such as ability to purchase and redemption rights;
      (q) The amount of any seed capital/investment invested in the CIU (if any), by who, and intention regarding retaining the seed capital/investment in the CIU or redeeming it;
      (r) A summary of circumstances in which the CIU can be merged, transferred or terminated.
      Added: April 2022

    • CIU-1.3.2

      Bahrain domiciled exempt CIUs may choose an applicable law of an overseas jurisdiction. If the jurisdiction for disputes is overseas, the investor should be made aware at the time of marketing /offering the CIU.

      Added: April 2022

    • CIU-1.3.3

      The CBB must be notified for changes to offering documents which requires specific approval of CIU participants as per the terms of the offering documents.

      Added: April 2022

    • CIU-1.3.4

      In respect of exempt CIUs, the CIU operator must ensure the following:

      (a) Disclose to the CIU participant that the CIU is only suitable for those who are treated as accredited investors for the purposes of this Module and, as such, are not subject to the CBB requirements otherwise applicable to CIUs offered to retail investors and that the exempt CIUs are not subject to the CBB’s on-going supervision;
      (b) Obtain a written statement (either at the time of onboarding the client or at the time of offering the CIU) from the investor expressly agreeing that the investor:
      a. falls within the definition of accredited investor and has accepted the reduced investor safeguards available on Bahrain domiciled retail CIUs;
      b. understands that an investment in an exempt CIU may involve special risks that could lead to a loss of all or a substantial portion of such investment.
      Added: April 2022