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1.1. Application of these Rules. 1.4. Interrelationship with the laws of Kazakhstan. 2. CLASSIFICATION OF FUNDS AND APPLICATION OF THE RULES. 2.1. Prohibition on establishment, promotion and marketing of Collective Investment Schemes. 2.2. Exempt Funds and Non-Exempt Funds. 2.5. Secondary transactions and excluded Offers. 3. ARRANGEMENTS NOT AMOUNTING TO A COLLECTIVE INVESTMENT SCHEME. 3.3. Schemes not operated by way of business. 3.6. Commercial activities unrelated to Regulated Activities. 3.10. Certificates or Options. 3.11. Time‐share and other 'property‐enjoyment' related arrangements. 3.12. Bodies corporate not undertaking investment management 3.13. Debentures and Warrants of a single issuer 3.15. Profit Sharing Investment Accounts (PSIAs) 3.16. Discretionary Portfolio Accounts. 3.17. Close Relative accounts. 3.19. Employee reward schemes. 3.20. Carried interest vehicles. 4. REGISTRATION AND NOTIFICATION REQUIREMENTS. 4.1. Application and requirement for registration and notification. 4.2. Application for registration. 4.3. Requirements for registration. 4.4. Rejection of an application. 4.6. Withdrawal of registration. 4.7. Requirements for notification. 5.3. Content requirements for Offering Materials. 6. RULES REGARDING THE CONSTITUTION AND INVESTMENT POWERS OF FUNDS. 6.5. Breach of investment policy. 6.6. Investment in other Funds. 6.7. Investment in Derivatives. 6.8. Securities lending and borrowing. 6.11. Rules relating to Real Estate Investment Trusts. 6.12. Rules relating to Private Equity Funds. 6.13. Rules relating to Venture Capital Funds. 7. RULES REGARDING THE MANAGEMENT AND OPERATION OF FUNDS. 7.2. General management duties. 7.3. Duties in relation to Fund property. 7.8. Best execution and fair allocation. 7.11. Ability to delegate or outsource. 7.12. Requirements for delegation or outsourcing. 7.13. Contents of delegation or outsourcing agreement 7.14. Permissible fees, charges, levies and expenses. 7.15. Reimbursement of remuneration and expenses. 7.16. Promotional payments, performance fees and set up costs. 7.17. Allocation of payments to capital or income. 8. ADDITIONAL SERVICE PROVIDERS. 8.2. Requirement for Eligible Custodian and Fund Administrator 8.4. Contents of a custody agreement 8.5. Functions of an Administrator 8.6. Contents of an administration agreement 8.7. Requirements for notification. 9. RULES REGARDING DEALINGS IN OPEN-ENDED FUNDS AND LIQUIDITY. 9.2. Pricing of Units of open-ended Funds. 9.3. Suspension of dealings in Units. 10. AUDIT, FINANCIAL AND VALUATION REQUIREMENTS. 10.4. Auditor of a Non-Exempt Fund and a Real Estate Investment Trust 10.5. Periodic Reports of Non-Exempt Funds. 10.6. Valuation of Fund property. SCHEDULE 1: CONTENT REQUIREMENTS FOR CONSTITUTION. SCHEDULE 2: RECOGNISED JURISDICTIONS. SCHEDULE 3: ACCEPTABILITY ASSESSMENT.
Guidance: Purpose of this rulebook The purpose of this rulebook, the «Collective Investment Scheme Rules», is to complement the regulatory framework established by the Financial Services Framework Regulations («the Framework Regulations») as follows ● To provide that certain arrangements do not amount to Collective Investment Schemes for the purposes of the Framework Regulations. ● To require the registration of certain Collective Investment Schemes with the AFSA before those Collective Investment Schemes can be established or promoted. ● To make provisions regarding: o the constitution, management and operation; and o the investment and borrowing powers; and o the procedure for registration; and o the operating duties and responsibilities of Fund Managers; and o the registration of offering materials and particulars and reporting requirements; and suspension of dealings in and termination of Collective Investment Schemes. Guidance: Listed Funds Funds Managers of Listed Funds should note that, inter alia, the AIFC Market Rules (MAR) contains additional rules that apply to Listed Funds. In addition, the Business Rules apply to Listed Funds; such rules include requirements in relation to the constitution, offering materials, governance, disclosure and other applicable provisions of Listed Funds. The Rules do not apply to Overseas Listed Funds.
1.1. Application of these Rules These Rules apply to: (a) a Domestic Fund Manager which manages: (і) a Domestic Fund; or (ii) a Foreign Fund; or (b) a Foreign Fund Manager which manages a Domestic Fund; and (c) a Centre Participant which markets a Collective Investment Scheme in or from the AIFC. A Fund which has not appointed an external Fund Manager is its own Fund Manager for the purposes of these Rules. Guidance For the purposes of these Rules, a Self-Managed Fund shall be treated as a Domestic Fund that is managed by a Domestic Fund Manager in accordance with Rule 2.3. A Person may apply to the AFSA to waive any specific requirement of these Rules in respect of a Fund Manager or a Fund. 1.4. Interrelationship with the laws of Kazakhstan The general laws of Kazakhstan will not apply to the management or marketing of a Fund in the AIFC in accordance with these Rules. However, the general laws of Kazakhstan will apply to the management or marketing of a Fund in Kazakhstan outside the AIFC notwithstanding compliance with these Rules in the AIFC. A Foreign Fund Manager is permitted to manage a Domestic Fund in accordance with these Rules, and if the Units of such Fund are Offered in the AIFC, then it must be an Exempt Fund as defined in Rule 2.2(a). Guidance A Foreign Fund Manager is not permitted to manage a Non-Exempt Fund where it offers the Units of a Fund in the AIFC. If a Foreign Fund Manager markets the Units of a Domestic Fund in jurisdictions other than the AIFC, the marketing of that Domestic Fund will be subject to the rules of the relevant non-AIFC jurisdiction.
2. CLASSIFICATION OF FUNDS AND APPLICATION OF THE RULES
2.1. Prohibition on establishment, promotion and marketing of Collective Investment Schemes (a) Any Collective Investment Scheme established, promoted or marketed in the AIFC must comply with these Rules. (b) A Collective Investment Scheme may only be established, promoted or marketed in the AIFC by a Person which is: (і) a Domestic Fund Manager; (ii) a Foreign Fund Manager; or (iii) another Centre Participant, except that any Person may establish a Self-managed Fund that will be subject to these Rules. 2.2. Exempt Funds and Non-Exempt Funds (a) An Exempt Fund is a Collective Investment Scheme the Units of which are Offered in the AIFC only by way of a private placement: (і) to Persons who are Professional Clients; and (ii) in minimum subscription amounts of US$ 50,000. (b) A Non-Exempt Fund is any Collective Investment Scheme: (і) the Units of which are Offered in the AIFC; and (ii) which is not an Exempt Fund. (a) A Self-managed Fund must be: (і) an Exempt Fund; and (ii) established as an Investment Company in accordance with Part 6 of the Companies Rules. (b) The board of directors of the Self-managed Fund: (і) must consist of at least two directors; (ii) may include Directors who are individuals or Bodies Corporate; and (iii) will be responsible for carrying on fund management activities in relation to that Fund. (c) The AFSA must be notified if any Person ceases to be a director of a Self-managed Fund. (d) A Self-managed Fund is prohibited from managing other Funds. (a) A Fund (whether a Non-Exempt Fund or an Exempt Fund) may be a Specialist Fund. (b) The following types of Funds are Specialist Funds: (і) an Islamic Investment Fund, which is a Fund whose entire operations are conducted, or held out as being conducted, in a Shari’ah-compliant manner; (ii) a Private Equity Fund, which is an Exempt Fund that: (A) is closed-ended (unless otherwise approved by the AFSA); and (B) primarily invests in unlisted businesses, by means of shares, convertible debt or other equity-related investments; (iii) a Venture Capital Fund, which is an Exempt Fund and a Domestic Fund that: (A) primarily invests in the equity share capital of unlisted businesses which are at an early stage of development; (B) is closed-ended; and (C) limits total subscriptions to an amount not to exceed US$100 million (or currency equivalent) or a higher amount approved by the AFSA. (iv) a Real Estate Investment Trust (or REIT), which is a Fund which: (A) invests at least 80% of its assets in investments in income-generating Real Property, with the remainder invested in cash or other securities; (B) derives at least 50% of its net income from the rental of Real Property; and (C) distributes to the Unitholders [each year] at least 80% of its audited annual net income; and (v) any other Fund which complies with any specific rules or guidelines that may be published by the AFSA from time to time regarding the requirements for specific types of Specialist Funds. Guidance IFR contains the additional requirements that apply to a Domestic Fund by virtue of it being an Islamic Investment Fund. (c) A Fund which does not comply with any requirements applicable to specific types of Specialist Funds may not describe itself as a Specialist Fund. 2.5. Secondary transactions and excluded Offers A Person does not market a Collective Investment Scheme in the AIFC for the purposes of these Rules by Offering to sell or transfer a Unit that is owned by that Person if the Offer to sell or transfer is capable of acceptance only by the Person to whom that Offer is made. Guidance Rule 2.5 is intended to exclude personal sales or transfers of Units from being subject to the requirements in CIS relating to the marketing of Collective Investment Schemes. As a result, an offer to sell Units that is made by a Unitholder to a sole other Person will not be caught by the rules on requirements (for example, the seller is not required to be a Domestic Fund Manager, Foreign Fund Manager or Centre Participant in accordance with Rule 2.1 merely in order to sell the Units that it owns). However, depending on the nature of the transaction, the seller may be subject to the rules in financial promotion and may need to be licensed for another Regulated Activity, such as Dealing in Investments as Principal.
3. ARRANGEMENTS NOT AMOUNTING TO A COLLECTIVE INVESTMENT SCHEME
This chapter sets out arrangements that do not amount to a Collective Investment Scheme in specified circumstances and specific categories of arrangements that do not constitute Collective Investment Schemes. An arrangement is not a Collective Investment Scheme if it falls within one or more of the circumstances or categories of arrangement specified in this chapter. 3.3. Schemes not operated by way of business An arrangement is not a Collective Investment Scheme if it is not operated by way of business. Guidance For the purposes of Rule 3.3, a person shall be treated as operating an arrangement by way of business if that person: (a) operates the arrangement in a manner which in itself constitutes the carrying on of a business; (b) holds himself out as willing and able to engage in the business of operating a Collective Investment Scheme; or (c) regularly solicits other persons to engage with him in transactions related to that activity. An arrangement is not a Collective Investment Scheme if the whole amount of each participant's contribution is a deposit which is accepted by a Person who is licensed to accept deposits. An arrangement is not a Collective Investment Scheme if: (a) the rights or interests of each participant in the arrangement are rights or interests in money held in a common account; and (b) the money is held in the account on the understanding that an amount representing the contribution of each participant is to be applied in making payments to him or in satisfaction of sums owed by him or in the acquisition of property for him or the provision of services to him. Guidance The exclusion in Rule 3.5 is intended to apply to an arrangement where each participant has a right or interest to an amount of money in a common account. For example, this will apply where a firm has a general client account that receives money from the firm's clients that is used to pay for services or is set off against amounts owed by those clients. 3.6. Commercial activities unrelated to Regulated Activities An arrangement is not a Collective Investment Scheme if each of the participants in the arrangement: (a) carries on a business which does not involve the carrying on of any Regulated Activity or an activity which would be such an activity were it not for any applicable exclusion; and (b) enters into the arrangement for commercial purposes related to that business where that participant carries on that business by virtue of being a participant in the arrangement. (a) Subject to (b), an arrangement is not a Collective Investment Scheme if each of the participants is a Body Corporate in the same Group as the Person undertaking the Collective Investment Scheme management function in relation to the arrangement. (b) Prior to setting up the arrangement, the participants may elect to treat the arrangement as a Collective Investment Scheme by notifying the AFSA of their intention to do so. An arrangement is not a Collective Investment Scheme if the arrangement is a franchise arrangement. An arrangement is not a Collective Investment Scheme if the purpose of the arrangement is the provision of clearing services and the services are operated by an Authorised Market Institution. An arrangement is not a Collective Investment Scheme if the rights or interests of the participants in the arrangement are Certificates or Options. 3.11. Time‐share and other 'property‐enjoyment' related arrangements An arrangement is not a Collective Investment Scheme: (a) if the rights or interests of each of the participants in the arrangement are time share rights; or (b) if: (і) the predominant purpose of the arrangement is to enable the participants to share in the use or enjoyment of property or to make its use or enjoyment available gratuitously to others; and (ii) the property to which the arrangement relates does not consist of or include Investments of the currency of any country or territory or which would be Investments if not for any applicable exclusion. 3.12. Bodies corporate not undertaking investment management An arrangement is not a Collective Investment Scheme if the arrangement comprises a closed‐ended Partnership or closed-ended Body Corporate, unless on reasonable grounds the purpose or effect of such an arrangement appears to be the investment management, in the exercise of discretion for a collective purpose, of investments, for the benefit of the shareholders or partners. 3.13. Debentures and Warrants of a single issuer (a) An arrangement is not a Collective Investment Scheme if the rights or interests of the participants in the arrangement are represented by a Debenture or Warrant: (і) where the issuer of the Debenture or Warrant is a single issuer, and if that issuer is: (1) a Body Corporate, it is neither an open‐ended investment company nor a closed‐ended investment company the intent or purpose of which is investment management; or (2) not a Body Corporate, the rights and interests of the Debenture or Warrant holder are guaranteed by the government of any country or territory; and (ii) which, if it is a convertible Security, the underlying Securities to which the Debenture or Warrant holder is entitled are Shares or Debentures issued, or to be issued, by the same issuer as the issuer of the Debenture or Warrant or single other issuer. (b) An arrangement that is not a Collective Investment Scheme by virtue of Rule 3.13(a) does not become a Collective Investment Scheme merely because one of the participants in the arrangement is a person: (і) whose ordinary business involves him engaging in an activity that is a Regulated Activity or that would fall within an applicable exclusion from a Regulated Activity; and (ii) whose rights or interests in the arrangement are, or include, rights or interests in a swap arrangement under which he facilitates the making of payments to participants whether in a particular amount or currency or at a particular time or rate of interest or all or any combination of those things in settlement of the rights and interests of the other participants in the arrangement. An arrangement is not a Collective Investment Scheme if it is a contract of insurance. 3.15. Profit Sharing Investment Accounts (PSIAs) An arrangement is not a Collective Investment Scheme if it is an account or portfolio which is either an Unrestricted or Restricted Profit Sharing Investment Account offered by an Authorised Firm licensed by the AFSA to manage such PSIAs. 3.16. Discretionary Portfolio Accounts An arrangement is not a Collective Investment Scheme if it is a portfolio or account managed under a discretionary portfolio management agreement. (a) Subject to (b), an arrangement is not a Collective Investment Scheme if every participant in the arrangement is a Close Relative. For the purposes of this Rule, the defined term «Close Relative» includes grandchildren. (b) Prior to setting up the arrangement, the participants may elect to treat the arrangement as a Collective Investment Scheme by notifying the AFSA of their intention to do so. An arrangement is not a Collective Investment Scheme if the rights or interests of the participants are evidenced by sukuk certificates where the holders of the certificates are entitled to rely on the credit worthiness of: (a) the issuer of the sukuk certificates; or (b) any other Person who has assumed obligations under the sukuk certificates, for obtaining their rights and benefits arising under the certificates. An arrangement is not a Collective Investment Scheme if the arrangement is for the purposes of enabling or facilitating the operation of an employee compensation or reward scheme where the arrangement: (a) makes securities available only to: (і) an Employee or former Employee of the Issuer or of another member of the same Group as the issuer of such securities; or (ii) a Close Relative of any such Employee; and (b) is operated by the issuer of the securities or by a member of the same Group as the issuer or by a trustee who, in pursuance of the arrangements, holds the securities issued by the issuer for the benefit of any eligible Persons referred to in Rule 3.19(a)(і) or (ii). 3.20. Carried interest vehicles An arrangement is not a Collective Investment Scheme if it is a carried interest vehicle which is established solely for the purposes of enabling any officers, directors or employees of a Fund Manager or their related persons, to participate in carried interest or similar profit generated by one or more Collective Investment Schemes or other investment management arrangements. The AFSA may determine that a specific form of arrangements is not a Collective Investment Scheme on the application of any Person with an interest in those arrangements. Any such determination by the AFSA may apply in the case of individual arrangements or generally in respect of arrangements that share similar characteristics.
4. REGISTRATION AND NOTIFICATION REQUIREMENTS
4.1. Application and requirement for registration and notification This chapter applies to: (a) any Domestic Fund that is managed by a Domestic Fund Manager; (b) any Domestic Fund that is managed by a Foreign Fund Manager; (c) any Foreign Fund managed by a Domestic Fund Manager; and (d) any Centre Participant that wishes to market a Fund in the AIFC. 4.2. Application for registration (a) The following entities must apply to the AFSA to register the following types of Fund: (і) a Domestic Fund Manager that intends to manage a Non-Exempt Fund; (ii) a Centre Participant that wishes to market a Non-Exempt Fund in the AIFC; and (iii) a Foreign Fund Manager that intends to manage an Exempt Fund. (b) The Fund Manager or Centre Participant must complete and submit the appropriate registration form or forms to the AFSA (which registration form(s) must be in such form as the AFSA may from time to time prescribe). (c) The Fund Manager or Centre Participant must specify in the registration form if the Fund is to be registered as a Specialist Fund. (d) The registration form must be accompanied by: (і) copies of the Fund's Constitution and Offering Materials; and (ii) certification by the Fund Manager that the Constitution and Offering Materials comply with any relevant requirements prescribed under these Rules and any other applicable regulations of the AFSA; and (iii) such other information as the AFSA may from time to time request. (e) If, at any time between the filing of an application for registration and the grant of a registration, the Fund Manager or Centre Participant becomes aware of any material change, error, or omission reasonably likely to be relevant to the application under consideration, it must inform the AFSA in writing of such change without delay. (f) In assessing an application for registration, the AFSA may: (і) make any enquiries which it considers appropriate, including enquiries independent of the relevant Fund Manager or Centre Participant; and (ii) require the relevant Fund Manager or Centre Participant to provide further information in support of the application for registration. 4.3. Requirements for registration The AFSA will register a Fund only if: (a) the incorporation or other legal formalities relating to the formation of the Fund are completed; and (b) the fund manager is either: (і) authorised as a Fund Manager by the AFSA; or (ii) a Foreign Fund Manager that is authorised by a Financial Services Regulator: (1) in a Recognised Jurisdiction; or (2) in a jurisdiction that is otherwise acceptable to the AFSA pursuant to Schedule 3; and (c) the Fund has arrangements satisfactory to the AFSA in relation to the administration of the Fund and custody and valuation of the Fund's property; and (d) the Fund has appointed an auditor satisfactory to the AFSA; and (e) the name and purpose of the Fund is not, in the opinion of the AFSA, undesirable or misleading and the purpose of the Fund is reasonably capable of being successfully carried into effect; and (f) if the Fund Manager is a Foreign Fund Manager, the Foreign Fund Manager has: (і) appointed a Fund Administrator and Eligible Custodian in accordance with the requirements of CIS 8; (ii) included in its application for registration a declaration stating that it is subject to regulation by a Financial Services Regulator: (A) in a Recognised Jurisdiction; or (B) in a jurisdiction that is not recognised by the AFSA; and (iii) submitted to the AFSA a copy of its licence to manage funds granted by its home state Financial Services Regulator. 4.4. Rejection of an application (a) The AFSA may refuse to grant an application for the registration of a Fund if it is not satisfied that the requirements referred to in these Rules have been met or if it otherwise considers that registration of the Fund is undesirable. (b) The AFSA will provide notice of any refusal to register a Collective Investment Scheme to the relevant Fund Manager or Centre Participant. (c) A Fund Manager or Centre Participant may refer the refusal to register any Collective Investment Scheme to the AFSA for review. (a) The AFSA will provide notice of the grant and effective date of registration of a Fund to the relevant Fund Manager or Centre Participant. (b) The AFSA will maintain publicly available lists of all Funds which have been registered with the AFSA as: (і) Non-Exempt Funds; or (ii) Exempt Funds managed by a Foreign Fund Manager. 4.6. Withdrawal of registration (a) The AFSA may withdraw the registration of a Fund in the circumstances specified in section 94 of the Framework Regulations. (b) The Fund Manager of a registered Fund or relevant Centre Participant may request that the AFSA withdraws the registration of that Fund. The AFSA may withdraw the registration of a Fund if the AFSA is satisfied that to do so would not prejudice the interests of participants in that Fund. 4.7. Requirements for notification (a) A Fund Manager must notify the AFSA of its intention to manage a Fund as soon as reasonably practicable before launch if that Fund is not required to be registered in accordance with Rule 4.2. (b) The AFSA may prescribe the form of the notification, which must include the following information: (і) the Constitution of the Fund; (ii) the Offering Materials relating to the Fund; and (iii) such other information as the AFSA may prescribe. Guidance For the purposes of Rule 4.7(a), «as soon as reasonably practicable before launch» will require a minimum of at least seven days' notice before the launch of the Fund.
(a) Rules 5.2(c) and 5.3 (excluding 5.3(b)(і) and (j)) apply to all Funds (whether Exempt or Non-Exempt Funds) that are Offered to investors in the AIFC. (b) Rules 5.2(b) and 5.3(b)(і) and (j) apply to Exempt Funds only. (c) Rule 5.2(a) applies to Non-Exempt Funds only. The following requirements apply: (a) In respect of Non-Exempt Funds: (і) The Units or other securities of a Non-Exempt Fund may not be Offered prior to the effective date of registration of that Non-Exempt Fund under these Rules. (ii) Copies of any Offering Materials relating to a Non-Exempt Fund must be filed with the AFSA prior to their use (including any amendments to those Offering Materials) and must comply with the content requirements for Offering Materials specified by these Rules. (b) In respect of Exempt Funds: (і) The Units or other securities of an Exempt Fund managed by a Foreign Fund Manager may not be Offered prior to the date of registration of that Exempt Fund to the AFSA under these Rules. (ii) A Fund Manager or other Centre Participant which Offers Units or other securities of an Exempt Fund is responsible for ensuring that the requirements of this chapter are complied with in respect of that Fund before commencing the Offering of that Fund and must maintain appropriate written records verifying that compliance which must be made available to the AFSA on request. (c) In respect of all Funds (Exempt and Non-Exempt Funds): (і) Any person Offering Units or other securities of a Fund must comply with the Rules regarding Financial Promotions. 5.3. Content requirements for Offering Materials (a) All Offering Materials relating to a Fund must be clear, fair and not misleading. (b) Prior to investing in a Fund, a potential investor must be supplied with Offering Materials and other documentation that contain all the information which a person and his professional advisers would reasonably require and expect to be able to make an informed decision to become a Unitholder of the Fund, including the following: (і) a description of the investment objective, policy and strategy of the Fund, information on where any master fund is established and where the underlying funds are established if the Fund is a fund of funds, a description of the types of assets in which the Fund may invest, the techniques it may employ and all associated risks, any applicable investment restrictions, the circumstances in which the Fund may use leverage, the types and sources of leverage permitted and the associated risks, any restrictions on the use of leverage and any collateral and asset reuse arrangements, and the maximum level of leverage which the Fund may utilise; and (ii) a description of the procedures by which the Fund may change its investment strategy or investment policy, or both; and (iii) a description of the main legal implications of the contractual relationship entered into for the purpose of investment, including information on jurisdiction, on the applicable law and on the existence or not of any legal instruments providing for the recognition and enforcement of judgments in the territory where the Fund is established; and (iv) the identity of the Fund Manager, custodian or depositary, auditor and any other service providers for the Fund and a description of their duties and Unitholder's rights in respect of those persons; and (v) a description of any functions that have been delegated by the Fund Manager and any other of the Fund's service providers, the identification of each such delegate and any conflicts of interest that may arise from such delegations; and (vi) a description of the Fund's valuation procedure and of the pricing methodology for valuing assets; and (vii) a description of the Fund's liquidity risk management, including the redemption rights both in normal and in exceptional circumstances, and the existing redemption arrangements with Unitholders; and (viii) a description of all fees, charges and expenses and of the maximum amounts thereof which are directly or indirectly borne by Unitholders; and (ix) a description of how the Fund ensures a fair treatment of Unitholders and, whenever a Unitholder obtains preferential treatment or the right to obtain preferential treatment, a description of that preferential treatment, the type of Unitholders who obtain such preferential treatment and, where relevant, their legal or economic links with the Fund or the Fund Manager; and (x) the latest annual report for the Fund, if applicable; and (xi) the procedure and conditions for the issue and sale of units or shares of the Fund; and (xii) where available, the latest net asset value of the Fund and its units or shares or the latest market price per unit or share of the Fund; and (xiii) where available, information regarding the historical performance of the Fund; and (xiv) if relevant, the identity of any prime broker for the Fund and a description of any material arrangements with that prime broker and the way the conflicts of interest in relation thereto are managed, information about the possibility of transfer and reuse of the Fund's assets by the prime broker, and information about any transfer of liability to the prime broker that may exist; and (xv) the total amount of leverage employed by the Fund; and (xvi) the life of the Fund, the ability to terminate the Fund and the process by which the Fund may be terminated; and (xvii) a description of the arrangements in place for the safekeeping of cash held by or on behalf of the Fund pending investment or distribution to Unitholders. (c) All Offering Materials relating to a Foreign Fund must include information on the jurisdiction and regulatory regime applicable to the Foreign Fund and its fund manager. (d) If a Fund is a Listed Fund, the Fund Manager must provide in the Fund’s Offering Materials a description of the arrangements for listing of the Units and the listing venues on which Units of the Listed Fund may be traded. (e) If a Foreign Fund is required to provide a summary or key information document to investors in any jurisdiction, that document must also be provided to potential investors in the AIFC. (f) If at any time, there is a material change affecting any matter contained in the Offering Materials for a Fund or a significant new matter arises, the Fund must either before or promptly following the effective date of such material change or new matter, issue updated Offering Materials which clearly explain the material change or significant new matter. (g) All Offering Materials relating to a Fund, including the information required under these Rules (as applicable) must be made available in the English language. (h) All Offering Materials relating to a Fund must include the following statement displayed prominently on its front page: «The Astana Financial Services Authority has no responsibility for reviewing or verifying any offering materials, particulars or other documents in connection with this Fund. Accordingly, the Astana Financial Services Authority has not reviewed, nor taken any steps to verify, this document, the information it contains, or any other documents relating to the Fund and has no responsibility for it. The securities to which this document relates may be illiquid or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence. If you do not understand the contents of this document you should consult an authorised financial adviser.» (і) All Offering Materials relating to an Exempt Fund must prominently disclose the following statement to prospective Unitholders: «This Fund is an Exempt Fund for the purposes of the Collective Investment Scheme Rules. It is intended only for sophisticated investors and is not subject to many of the requirements of the Collective Investment Scheme Rules.» (j) All Offering Materials relating to an Exempt Fund managed by a Foreign Fund Manager must prominently disclose the following statement to prospective Unitholders: «The fund manager of this Fund is not subject to regulation by the Astana Financial Services Authority.»
6. RULES REGARDING THE CONSTITUTION AND INVESTMENT POWERS OF FUNDS
This chapter applies to all Domestic Fund Managers in respect of all Funds managed by those Fund Managers. (a) Every Fund must have: (і) a written Constitution which complies with these Rules and, if the Fund is a Non-Exempt Fund, contains the contents specified in Schedule 1; and (ii) a purpose that is reasonably capable of being successfully carried into effect; and (iii) in the case of an open‐ended Non-Exempt Fund, single pricing for the purposes of redemption and re‐issue or sale of Units in the Fund where the price of a Unit is calculated by reference to the net asset value of the property of the Fund to which the Units relate and in accordance with these Rules.
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Содержание 1. INTRODUCTION.1.1. Application of these Rules.1.2. Self-managed Funds.1.3. Waivers.1.4. Interrelationship with the laws of Kazakhstan.1.5. Foreign Fund Managers.2. CLASSIFICATION OF FUNDS AND APPLICATION OF THE RULES.2.1. Prohibition on establishment, promotion and marketing of Collective Investment Schemes.2.2. Exempt Funds and Non-Exempt Funds.2.3. Self-managed Funds.2.4. Specialist Funds.2.5. Secondary transactions and excluded Offers.3. ARRANGEMENTS NOT AMOUNTING TO A COLLECTIVE INVESTMENT SCHEME.3.1. Application.3.2. Exclusions.3.3. Schemes not operated by way of business.3.4. Deposits.3.5. Common accounts.3.6. Commercial activities unrelated to Regulated Activities.3.7. Group arrangements.3.8. Franchise arrangements.3.9. Clearing services.3.10. Certificates or Options.3.11. Time‐share and other 'property‐enjoyment' related arrangements.3.12. Bodies corporate not undertaking investment management3.13. Debentures and Warrants of a single issuer3.14. Insurance.3.15. Profit Sharing Investment Accounts (PSIAs)3.16. Discretionary Portfolio Accounts.3.17. Close Relative accounts.3.18. Sukuk.3.19. Employee reward schemes.3.20. Carried interest vehicles.3.21. Other circumstances.4. REGISTRATION AND NOTIFICATION REQUIREMENTS.4.1. Application and requirement for registration and notification.4.2. Application for registration.4.3. Requirements for registration.4.4. Rejection of an application.4.5. Granting registration.4.6. Withdrawal of registration.4.7. Requirements for notification.5. MARKETING REQUIREMENTS.5.1. Application.5.2. General requirements.5.3. Content requirements for Offering Materials.6. RULES REGARDING THE CONSTITUTION AND INVESTMENT POWERS OF FUNDS.6.1. Application.6.2. General requirements.6.3. Name of the Fund.6.4. Spread of risk.6.5. Breach of investment policy.6.6. Investment in other Funds.6.7. Investment in Derivatives.6.8. Securities lending and borrowing.6.9. Borrowing.6.10. Specific rules regarding investment in Real Property by Non-Exempt Funds and Real Estate Investment Trusts6.11. Rules relating to Real Estate Investment Trusts.6.12. Rules relating to Private Equity Funds.6.13. Rules relating to Venture Capital Funds.7. RULES REGARDING THE MANAGEMENT AND OPERATION OF FUNDS.7.1. Application.7.2. General management duties.7.3. Duties in relation to Fund property.7.4. Use of prime brokers.7.5. Risk management7.6. Conflicts of interest7.7. Transactions between a Fund and its Fund Manager and the Fund Manager's Associates or other Funds managed by the Fund Manager7.8. Best execution and fair allocation.7.9. Maintenance of records.7.10. Unitholder register7.11. Ability to delegate or outsource.7.12. Requirements for delegation or outsourcing.7.13. Contents of delegation or outsourcing agreement7.14. Permissible fees, charges, levies and expenses.7.15. Reimbursement of remuneration and expenses.7.16. Promotional payments, performance fees and set up costs.7.17. Allocation of payments to capital or income.8. ADDITIONAL SERVICE PROVIDERS.8.1. Application.8.2. Requirement for Eligible Custodian and Fund Administrator8.3. Eligible Custodian.8.4. Contents of a custody agreement8.5. Functions of an Administrator8.6. Contents of an administration agreement8.7. Requirements for notification.9. RULES REGARDING DEALINGS IN OPEN-ENDED FUNDS AND LIQUIDITY.9.1. Application.9.2. Pricing of Units of open-ended Funds.9.3. Suspension of dealings in Units.10. AUDIT, FINANCIAL AND VALUATION REQUIREMENTS.10.1. Application.10.2. Financial Statements.10.3. Accounting Records.10.4. Auditor of a Non-Exempt Fund and a Real Estate Investment Trust10.5. Periodic Reports of Non-Exempt Funds.10.6. Valuation of Fund property.SCHEDULE 1: CONTENT REQUIREMENTS FOR CONSTITUTION.SCHEDULE 2: RECOGNISED JURISDICTIONS.SCHEDULE 3: ACCEPTABILITY ASSESSMENT. |