• RP-12 RP-12 Placement Agent for Overseas Domiciled CIUs

    • RP-12.1 RP-12.1 Definition

      • RP-12.1.1

        A placement agent offering overseas domiciled CIU holdings to investors in the Kingdom of Bahrain is an entity that acts as agent on behalf of the CIU in placing units of the CIU.

        Amended: July 2017
        April 2012

    • RP-12.2 RP-12.2 Required Country of Domicile

      • RP-12.2.1

        Placement agents offering overseas domiciled CIU holdings to investors in the Kingdom of Bahrain must be domiciled in the Kingdom of Bahrain.

        Amended: July 2017
        April 2012

    • RP-12.3 RP-12.3 Required Type of License

      • RP-12.3.1

        Placement agents must hold an appropriate license from the CBB under CBB Rulebook Volumes 1, 2, or 4 (Categories 1 and 2 only), permitting them to market financial instruments.

        April 2012

      • Form of Appointment

        • RP-12.3.2

          The agreement appointing the placement agent must be signed between the placement agent and the fund manager of the overseas domiciled CIU, or an agent representing the overseas domiciled CIU, as appropriate. However, it is the duty of the placement agent to ensure that the contractual agreement is signed with the appropriate entity, notwithstanding that a binding agreement must be in place with the issuer of the overseas domiciled CIU.

          April 2012

    • RP-12.4 RP-12.4 Duties

      • RP-12.4.1

        The minimum duties of the placement agent of overseas domiciled CIUs authorised, registered or filed under Module ARR include, but are not limited to the following:

        (a) To ensure that the CIU is regulated in its home jurisdiction, and is legally separate from its operator;
        (b) To ensure that the CIU's operator and fund manager are eligible regulated entities;
        (c) To ensure that the CIU has in place relevant persons appointed in their home jurisdiction, similar to those listed in under Rule RP-B.2.1;
        (d) To ensure that all investors wishing to subscribe for the units of a CIU are eligible to subscribe for such units;
        (e) To ensure that all investors of an overseas domiciled expert CIU meet the definition of expert investors as defined in this Module;
        (f) To ensure that all investors of an overseas domiciled exempt CIU meet the definition of accredited investors as defined in this Module;
        (g) To obtain written confirmation from each CIU participant, stating that they satisfy the definition of an expert investor or accredited investor (as appropriate) and confirming that they understand the higher risks involved in an expert CIU or exempt CIU;
        (h) To provide a copy of the prospectus and the subscription agreement of the CIU to potential investors;
        (i) To ensure that investors submit duly executed subscription forms, together with all required documentation;
        (j) To ensure that a CIU is marketed by qualified individuals who are able to clearly explain to investors the risks and rewards associated with investing in the CIU, in a manner that is clear, fair and not misleading;
        (k) To be responsible for addressing any client complaints and/or enquiries and to provide any such other information supplementary to the prospectus as may be reasonably required by existing or potential investors;
        (l) To ensure that the units subscribed for by clients are appropriately identified as clients' holdings in the books and records of the issuer; and
        (m) To comply at all times with all the laws of the Kingdom of Bahrain and the regulations and directives issued by the CBB from time to time, including those set to prevent and prohibit money laundering and the financing of terrorism.
        Amended: July 2015
        April 2012

    • RP-12.5 RP-12.5 Reporting Requirements

      • RP-12.5.1

        Placement agents must comply with any reporting requirements to the CIU participants, stipulated in the relevant legal agreements.

        April 2012

      • RP-12.5.2

        Placement agents must ensure that the CIUs' prospectus (and simplified prospectus where applicable) are kept up-to-date. Most recent copies of the prospectus (and simplified prospectus where applicable) must be circulated to existing investors and made available to the CBB within 30 calendar days of any revision.

        April 2012

      • RP-12.5.3

        Placement agents must distribute to investors the annual reports of CIUs and any other reports specified in the CIUs' prospectus, within the time scales specified by their home regulator and in accordance with the accounting standards acceptable by the home regulator.

        April 2012

      • RP-12.5.4

        Placement agents must notify the CBB and the CIU participants in a timely manner of any intention to merge, transfer, wind up or suspend dealings in an overseas domiciled CIU.

        April 2012

      • RP-12.5.5

        Placement agents must file with the CBB Form CIU (QS), the CIU Quarterly Statistical Return, within the deadline specified on the return.

        April 2012

    • RP-12.6 RP-12.6 Other Requirements

      • RP-12.6.1

        Placement agents must provide the CBB, upon request, with any additional information relevant to overseas domiciled CIUs, on a prompt basis.

        April 2012

      • RP-12.6.2

        The placement agent must keep all documents supporting the due diligence process undertaken to ensure suitability of the CIU to the targeted category of investors within its premises. Such documents must be available to the CBB upon request.

        Added: July 2015