Changes to the DFSA Funds Regime as a consequence of the review by the Market Practitioner Panel

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1 Changes to the DFSA Funds Regime as a consequence of the review by the Market Practitioner Panel 11 October 2010, Nick Smith, Partner, Allen & Overy LLP

2 Contents Introduction the road to change Removal of jurisdictional barriers subject to appropriate safeguards Key features of External Funds Key features of External Fund Managers Two new criteria for distribution of Foreign Funds Exempt Funds - a new regime Changes to Shari a governance requirements Other changes Some conclusions the future

3 Introduction Introduction the road to change 2006 DFSA first introduces DIFC s Collective Investment Funds Regime July 2009 DFSA establishes Market Practitioner Panel September 2009 Market Practitioner Panel provides Report to DFSA October to December 2009 Public consultation by DFSA on recommendations in Report April 2010 DFSA Consultation Paper No. 69 on Proposed Enhancements to the Collective Investment Funds Regime July 2010 New Collective Investment Funds Regime comes into effect on 11 July 2010

4 Removal of jurisdictional barriers subject to appropriate safeguards No longer DFSA Licensed Fund Managers (previously Operators) having to domicile their Funds only in DIFC Creation of the External Fund category Well regulated foreign fund managers being allowed to establish Domestic Funds Creation of the External Fund Manager concept

5 Key features of External Funds Must have a DFSA Licensed Fund Manager Domicile of the Fund must be in an acceptable jurisdiction Fund Manager must have adequate systems and controls to address risks Prospectus must make it clear that it is not a DFSA regulated Fund

6 Key features of External Fund Managers Pre-requisites to be an External Fund Manager It must: be a body corporate be regulated by a Financial Services Regulator in a Recognised Jurisdiction subject itself to the DIFC courts and laws Appoint as its local agent a DFSA licensed Fund Administrator/Trustee to the Fund Fund is a Domestic Fund External Fund Managers are not licensed by the DFSA

7 Two new criteria for distribution of Foreign Funds Recommendation based distribution Authorised Firm must make a suitability assessment and recommendation to the Client Exempt Fund based distribution Authorised Firm must assess whether the Foreign Fund would meet the Exempt Fund criteria: Private placement, not more than 100 investors, minimum subscription of US$50,000

8 Exempt Funds - a new regime Replaces the Private Fund regime Exempt Fund features: 100 or fewer Professional Clients A minimum subscription of US$50,000 Distribution by private placement only Disclosure document an Information Memorandum Hallmark Less prescription vis-à-vis current Private Fund regime Private Funds have a two year transition period to become Exempt or Public Funds from 11 July 2010

9 Changes to Shari a governance requirements Exempt Islamic Funds do not need an SSB at Fund level; instead, may use the firm s SSB No need to have separate Islamic Financial Business policy and procedures manual both at the firm and Fund level; instead can use one manual Passively managed Islamic Funds do not need an SSB at the Fund level, but must make proper disclosure to investors

10 Other changes Reductions in costs: e.g. Fund Manager licensing and annual fees reduced from US$40,000 to US$10,000 Umbrella Funds can use PCC structure: Better legal insulation of cells from risks arising in other cells Public Fund oversight arrangements: Made less complex: Can be by a three member committee, Eligible Custodian or Trustee Removal of some overly prescriptive aspects (e.g. obligations relating to Fund Property) Whistleblower protection to oversight providers

11 Some conclusions the future Exempt Funds Regime versus typical offshore jurisdictions Investment access advantage Distribution advantage

12 These are presentation slides only. The information within these slides does not constitute definitive advice and should not be used as the basis for giving definitive advice without checking the primary sources. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP's affiliated undertakings. DB-# v1-NJKS_- _Changes_to_the_DFSA_Funds_Regime_as_a_consequence_

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