professional investor fund rules 2021 · web viewqr 400,000 1.2.3 each professional investor fund...

ATTACHMENT 1

PROPOSED RULES PUBLISHED FOR COMMENT UNDERARTICLE 15 (4) OF THE FINANCIAL SERVICES REGULATIONS

Error: Reference source not foundQFCRA Rules 2021-

The Board of the Qatar Financial Centre Regulatory Authority makes the following rules, and gives the following guidance, under the Financial ServicesRegulations.

Dated [ ] 2021.

Chairman

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Professional Investor Fund Rules 2021QFCRA Rules 2021-

made under the

Financial Services Regulations

ContentsPage

Chapter 1 General

Part 1.1 Introductory1.1.1 Name of rules1.1.2 Commencement1.1.3 Overview of these rules1.1.4 Application of these rules

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page1.1.5 Effect of definitions, notes and examples1.1.6 References to particular currencies

Part 1.2 Concepts about professional investor funds1.2.1 Professional investor fund1.2.2 Limited professional investor fund1.2.3 Certified professional investor fund1.2.4 Legal form for professional investor fund1.2.5 Professional investor funds — open-ended or closed-ended1.2.6 Professional investor funds — umbrella funds and subfunds

Chapter 2 Key prohibitions

Part 2.1 Rules to limit professional investor funds to professional investors

Division 2.1.A Key concepts2.1.1 Fund investor2.1.2 Professional investor2.1.3 Certified professional investor

Division 2.1.B Conduct by fund managers2.1.4 Issue or transfer of units — limited professional investor funds2.1.5 Issue or transfer of units — certified professional investor funds2.1.6 Registering fund investors — limited professional investor funds2.1.7 Registering fund investors — certified professional investor funds

Division 2.1.C Conduct by authorised firms2.1.8 Dealings in funds may only be done for professional investors

Chapter 3 Key entities

Part 3.1 Fund manager — general3.1.1 Fund manager3.1.2 Type of fund manager required

Part 3.2 QFC fund managersDivision 3.2.A QFC fund manager qualifications3.2.1 Qualifications of QFC fund manager

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3.2.2 Modified application of INMA rule about minimum paid-up share capital for QFC fund manager of certified professional investor funds

Division 3.2.B QFC fund manager functions3.2.3 Legal and regulatory requirements on QFC fund manager

Division 3.2.C QFC fund manager conduct — application of CIPR3.2.4 Application of CIPR — interpretation3.2.5 Application of CIPR — limited professional investor fund3.2.6 Application of CIPR — certified professional investor fund

Part 3.3 State fund managersDivision 3.3.A State fund manager qualifications3.3.1 Qualifications of State fund manager

Division 3.3.B State fund manager functions3.3.2 Legal and regulatory requirements on State fund manager

Part 3.4 Changing fund manager3.4.1 Change of fund manager — replacement by fund investors3.4.2 Change of fund manager — replacement after regulatory action3.4.3 Change of fund manager — retirement3.4.4 Consequences of change of fund manager — requirements stop

applying3.4.5 Consequences of change of fund manager — rights and property3.4.6 Consequences of change of fund manager — preservation of liability

Part 3.5 Key personnel for QFC fund managers of certified professional investor funds

Division 3.5.A Preliminary3.5.1 Application of Part 3.5

Division 3.5.B Application of CTRL for QFC fund managers of certified professional investor funds

3.5.2 Application — CTRL3.5.3 Modified application of CTRL — finance function3.5.4 Modified application of CTRL — compliance oversight function

Division 3.5.C Application of AML/CFTR for QFC managers of certified professional investor funds

3.5.5 Application — AML/CFTR3.5.6 Modified application of AML/CFTR

Chapter 4 Registration process4.1.1 Application for registration

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page4.1.2 Decision on application for registration4.1.3 Variation of conditions, restrictions or requirements

Chapter 5 Fund documents

Part 5.1 Constitutional document5.1.1 Constitutional document5.1.2 Matters to be included in constitutional document5.1.3 Relationship between the constitutional document and these rules

Part 5.2 Offer document5.2.1 Offer document5.2.2 Matters to be included in the offer document5.2.3 Making and updating the offer document5.2.4 Formal requirements for offer document

Part 5.3 General provisions applying to fund documents

5.3.1 Fund documents to be made available5.3.2 Amendment of fund documents

Chapter 6 Units

Part 6.1 Key concepts6.1.1 Interpretation

Part 6.2 Unit administration6.2.1 Application of Part 6.2 to subfunds of umbrella funds6.2.2 Initial offer6.2.3 Issue of units under constitutional document6.2.4 Number of issued units to correspond with units registered to fund

investors6.2.5 Units in companies — share rights and denominations

Part 6.3 Register of fund investors6.3.1 Requirement to maintain register of fund investors6.3.2 Contents of register6.3.3 Transfer of registration by fund investor

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6.3.4 Certificates

Part 6.4 Issue and redemption of unitsDivision 6.4.A Application of Part 6.4 to umbrella funds6.4.1 Application of Part 6.4 to subfunds of umbrella funds

Division 6.4.B Issue and redemption of units — open-ended and closed-ended funds

6.4.2 Issue and redemption to be done in accordance with fund documents6.4.3 Issue and redemption — avoiding undue benefit or advantage

Division 6.4.C Issue and redemption of units — open-ended funds6.4.4 Application of Division 6.4.C6.4.5 Issue and redemption — multiple classes of units6.4.6 Limited issue in class

Chapter 7 Operating the professional investor fund

Part 7.1 Conducting transactions7.1.1 Acquiring and selling fund property7.1.2 Decisions about investments and borrowings7.1.3 Payments

Part 7.2 Protecting the professional investor fund7.2.1 Property safeguarding functions of fund manager7.2.2 Duty to report breaches with adverse effect on fund or fund investors

Part 7.3 Valuing and pricingDivision 7.3.A Valuation and pricing — general7.3.1 Application of Part 7.3 to subfunds of umbrella funds7.3.2 Net asset value7.3.3 Net asset value per unit7.3.4 Valuation

Division 7.3.B Valuation and pricing — open-ended funds7.3.5 Valuation — open-ended funds7.3.6 Prices of units — open-ended funds

Division 7.3.C Valuation and pricing — valuation and pricing7.3.7 Valuation — closed-ended funds7.3.8 Prices of units — closed-ended funds

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Part 7.4 DilutionsDivision 7.4.A Preliminary7.4.1 Dilution7.4.2 Dilution — associated concepts

Division 7.4.B Fund manager requirement in respect of dilutions7.4.3 Required records in respect of dilutions

Part 7.5 Avoiding conflicts of interest7.5.1 Affected person7.5.2 Investment adviser7.5.3 Prior notice of transactions with affected person7.5.4 Conduct of transactions with affected person7.5.5 Reporting requirements for transactions with affected persons

Part 7.6 Suspension7.6.1 Suspension and restart of dealings

Part 7.7 Winding up7.7.1 Application of Part 7.7 to subfunds of umbrella funds7.7.2 Winding up — general7.7.3 Winding-up required by constitutional document7.7.4 Notification to Regulatory Authority that fund not commercially viable

or purpose cannot be accomplished7.7.5 Winding-up by fund manager7.7.6 Accounting and reports during winding-up

Part 7.8 Business transfer schemes7.8.1 Purpose of Part 7.87.8.2 Relevant scheme7.8.3 Business transfer schemes

Chapter 8 Records, accounts and reports

Part 8.1 Key concepts8.1.1 Accounts8.1.2 Accounting reference date8.1.3 Accounting periods8.1.4 Audited accounts

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8.1.5 Eligible auditor8.1.6 QCF approved auditor

Part 8.2 Records8.2.1 Legal and regulatory requirement to keep records

Part 8.3 Reports8.3.1 Fund manager of limited professional investor fund must prepare

annual and half-yearly reports8.3.2 Fund manager of certified professional investor fund must prepare

annual reports8.3.3 Time limit for preparing reports8.3.4 Contents of annual reports — funds other than umbrella funds8.3.5 Contents of annual reports — umbrella funds8.3.6 Contents of half-yearly reports8.3.7 Providing copies of annual report to Regulatory Authority8.3.8 Providing copies of annual report to fund investors and other

interested parties

Part 8.4 AccountsDivision 8.4.A Accounting standards8.4.1 Accounting standards — general8.4.2 Accounting standards — Islamic funds

Division 8.4.B Requirements in relation to accounts8.4.3 Requirements in relation to accounts

Part 8.5 Fund manager’s report8.5.1 Fund manager’s report

Part 8.6 The role of the auditorDivision 8.6.A The auditor8.6.1 Appointment and removal of auditor8.6.2 Auditor’s report8.6.3 Information required by auditor

Chapter 9 Islamic funds9.1.1 Islamic fund9.1.2 Islamic fund must have supervisory board

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Chapter 10 Fees10.1.1 Fees10.1.2 Annual fees10.1.3 Waiver, reduction and refund of fees

Chapter 11 Other provisions11.1.1 Restitution orders for breach of relevant requirement11.1.2 Requirement for notices11.1.3 CDRS — fund investors for certified professional investor funds not

eligible to apply to the Independent Adjudicator

Schedule 1 Constitutional document contentS1.1 Name of professional investor fundS1.2 Information about the professional investor fundS1.3 Islamic fundsS1.4 Investment objectives and policyS1.5 Duration of limited fundsS1.6 Statement of no liability for fund investorsS1.7 Fees, charges and other expenses of schemeS1.8 Classes of unitsS1.9 Income and capital distributionS1.10 Investment and borrowing restrictionsS1.11 Management of borrowing risksS1.12 Valuation and pricingS1.13 Base currencyS1.14 Functions of fund managerS1.15 MeetingsS1.16 Other statements and provisions for professional investor funds that

are companiesS1.17 Other statements and provisions for professional investor funds that

are partnershipsS1.18 Assets other than cash for issue or redemptionS1.19 Suspension and winding-upS1.20 Amendment of constitutional documentS1.21 Documents evidencing title to unitsS1.22 Limits on unit issue and redemptionS1.23 Conflicts of interests with affected persons

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S1.24 Fundamental and significant changesS1.25 Other relevant matters

Schedule 2 Offer document content — limited professional investor fund

S2.1 Mandatory statement about offer documentS2.2 Document statusS2.3 Description of limited professional investor fundS2.4 Investment objectives and policyS2.5 Distributions, accounting dates etcS2.6 Characteristics of units in the limited professional investor fundS2.7 Fund managerS2.8 Details of entities involved with the affairs of the fundS2.9 Fund directors and senior managementS2.10 Obtaining documentsS2.11 Payments out of fund propertyS2.12 DealingS2.13 Exit arrangementsS2.14 Valuating and pricingS2.15 Issue and redemption chargesS2.16 Additional information for feeder fundsS2.17 Additional information for fund of fundsS2.18 Additional statements and information for property fundsS2.19 Information on umbrella fundsS2.20 Application of offer document contents to umbrella fund

Schedule 3 Offer document content — certified professional investor fund

S3.1 Contents of offer documentS3.2 Mandatory statement about offer documentS3.3 Fund directors and managementS3.4 Details of entities involved with the affairs of the fundS3.5 Document statusS3.6 Additional information

Schedule 4 Certified Professional Investor Declaration

Glossary 129

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Chapter 1 General

Part 1.1 Introductory1.1.1 Name of rules

These rules are the Error: Reference source not found (or PROF).

1.1.2 CommencementThese rules commence on 1 January 2022.

1.1.3 Overview of these rules(1) These rules set out the Regulatory Authority’s regime applicable to

collective investment funds that are registered under these rules as professional investor funds.

(2) There are two types of professional investor funds. There are limited investor funds, and certified professional investor funds. Guidance table 1.1.3A sets out the main differences between the funds and the investors to which each type of fund is available.

Guidance table 1.1.3A Main differences between funds

Requirement Limited professional investor fund

Rule Certified professional investor fund

Rule

Type of investor — entities

Professional investors

Part2.12.1.2


Part2.12.1.2

Type of investor — individuals


Part2.12.1.2

Certified professional investors

Part2.12.1.3

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Rule

Maximum number of investors

200 Part1.21.2.2

100 Part1.21.2.3

Minimum investment by each investor

None — QR 400,000 Part1.21.2.3

(3) Each professional investor fund must have a fund manager. The fund manager of the fund may be a QFC fund manager or a State fund manager (see Part 3.1).

(4) There are different requirements for a QFC fund manager of a limited professional investor fund than for a QFC fund manager of a certified professional investor fund. Guidance table 1.1.3B gives an overview of the differences.

Guidance table 1.1.3B Comparison of requirements between QFC fund managers



Rule

Minimum capital requirement

QR 1.8 million Part 3.23.2.1

QR 250,000 Part 3.23.2.2

Compliance with CIPR

Full Part 3.23.2.2

CIPR, Chapter 2, Part 3.2, rule 4.2.4 (1) (a)

Part 3.23.2.3

Reporting requirements

Half-yearly and annual

Chapter 8 Annual Chapter 8

Availability of CDRS Yes CDRS, rule 8

No 11.1.3

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1.1.4 Application of these rulesThese rules apply only to professional investor funds.Note 1 A collective investment fund that is established in the QFC may be

registered under these rules as a professional investor fund or under COLL as a qualified investor scheme or retail scheme. COLL also deals with marketing and sale in or from the QFC of units in schemes that are not established in the QFC, including schemes that are similar or equivalent to professional investor funds established in the QFC.

Note 2 Collective investment funds are called collective investment schemes in COLL.

1.1.5 Effect of definitions, notes and examples(1) A definition in the Glossary also applies to any instruction or

document made under these rules.

(2) A note in or to these rules is explanatory and is not part of these rules. However, examples and guidance are part of these rules.

(3) An example is not exhaustive, and may extend, but does not limit, the meaning of these rules or the particular provision of these rules to which it relates.Note Under FSR, article 17 (4), guidance is indicative of the view of the

Regulatory Authority at the time and in the circumstances in which it was given.

1.1.6 References to particular currenciesIn these rules, the specification of an amount of money in a particular currency is also taken to specify the equivalent sum in any other currency at the relevant time.



Part 1.2 Concepts about professional investor funds

1.2.1 Professional investor fundA professional investor fund means:

(a) a limited professional investor fund; or

(b) a certified professional investor fund.

1.2.2 Limited professional investor fund(1) A collective investment fund is a limited professional investor fund

if all of the following apply:

(a) the fund is eligible for registration as a limited professional investor fund under subrule (2);

(b) the fund is registered as a limited professional investor fund in accordance with Chapter 4;

(c) units in the fund are only issued to fund investors for the fund who are professional investors at the time that the particular unit (or units) is issued to the particular fund investor for the fund;

(d) the number of fund investors for the fund does not, at any time after registration, exceed 200.

(2) A collective investment fund is eligible for registration as a limited professional investor fund if all of the following apply:



(a) the fund is established in the QFC;

(b) the fund is in a legal form that a professional investor fund must take under rule 1.2.4;

(c) the constitutional document for the fund provides that establishment as a collective investment fund is the fund’s sole purpose.

Note Collective investment fund is defined in the glossary.

1.2.3 Certified professional investor fund(1) A collective investment fund is a certified professional investor

fund if all of the following apply:

(a) the fund is eligible for registration as a certified professional investor fund under subrule (2);

(b) the fund is registered as a certified professional investor fund in accordance with Chapter 4;

(c) units in the fund are only issued to fund investors for the fund who are, at the time that the particular unit (or units) is issued to the particular fund investor for the fund:

(i) in the case of fund investors for the fund who are not individuals — professional investors for the fund; and

(ii) in the case of fund investors for the fund who are individuals — certified professional investors for the fund;

(d) the minimum investment of each fund investor for the fund is equal to or greater than QR 400,000;



(e) the number of fund investors for the fund does not, at any time after registration, exceed 100.

(2) A collective investment fund is eligible for registration as a certified professional investor fund if all of the following apply:

(a) the collective investment fund is established in the QFC;

(b) the fund is in a legal form that a professional investor fund must take under rule 1.2.4;

(c) the constitutional document for the fund provides that establishment as a certified professional investor fund is the fund’s sole purpose.

Note Collective investment fund is defined in the glossary.

1.2.4 Legal form for professional investor fund(1) A professional investor fund must take 1 of the following legal

forms:

(a) a company incorporated under the Companies Regulations 2005;

(b) a limited partnership registered under the Partnership Regulations 2007;

(c) another legal form permitted by the Regulatory Authority under subrule (2).

(2) The Regulatory Authority may, by written notice, permit a professional investor fund to take a legal form other than a legal form mentioned in subrule (1) (a) or (b).



1.2.5 Professional investor funds — open-ended or closed-ended

(1) An open-ended fund is a professional investor fund that permits its units to be redeemed, whether continuously or periodically.

(2) A closed-ended fund is a professional investor fund that does not permit its units to be redeemed.

(3) A professional investor fund may be an open-ended fund or a closed-ended fund.

(4) However, a professional investor fund that:

(a) takes the legal form of a company incorporated under the Companies Regulations 2005; and

(b) is an open-ended fund;

must be an open-ended company with variable share capital.

1.2.6 Professional investor funds — umbrella funds and subfunds

(1) An umbrella fund is a professional investor fund under which the contribution by fund investors for the fund, and the profit or income out of which payments are to be made to fund investors for the fund, are pooled separately in relation to separate parts of the fund property.

(2) A subfund of an umbrella fund is a part of the fund property that is pooled separately.

(3) An umbrella fund may be either a limited professional investor fund or a certified professional investor fund.



(4) The subfunds of the umbrella fund must meet the requirements in whichever of rule 1.2.2 or 1.2.3 applies to the type of professional investor fund, provided that the requirement relating to the maximum number of fund investors for the fund in rules 1.2.2 (1) (d) or 1.2.3 (1) (e) (as the case may be) is met for the umbrella fund as a whole.



Chapter 2 Key prohibitionsIntroductory note for Chapter 2

The purpose of this Chapter is to set out the key prohibitions on fund managers of professional investor funds and authorised firms in relation to professional investor funds.

Under FSR, article 105, the Regulatory Authority has power to give certain directions in relation to collective investment funds if there is a breach of rules, or to protect the interests of fund investors for the fund.

Part 2.1 Rules to limit professional investor funds to professional investors

Division 2.1.A Key concepts

2.1.1 Fund investor(1) A fund investor for a professional investor fund means a person

who invests in the fund. The person may be:

(a) for a limited professional investor fund — a professional investor for the fund; or

(b) for a certified professional investor fund:

(i) in the case of a fund investor who is not an individual — a professional investor for the fund; or

(ii) in the case of a fund investor who is an individual — a certified professional investor for the fund.



(2) Fund investor includes a person referred to as a participant in the definition of collective investment fund in FSR, Schedule 3, Part 3, paragraphs 6.2. to 6.6.

2.1.2 Professional investorA professional investor for a professional investor fund is, in relation to dealings in investments that consist of (or include) units in the fund:

(a) a person who would (if the fund were an authorised firm and the person were a customer of the fund) be a business customer or eligible counterparty of the fund within the meaning of CIPR; or

(b) a person who is a business customer or eligible counterparty of any authorised firm within the meaning of CIPR.

2.1.3 Certified professional investorAn individual is a certified professional investor for a certified professional investor fund if the individual has given a statement to the fund manager for the fund and both of the following apply:

(a) the statement is:

(i) in the terms set out in Schedule 4; and

(ii) signed by the individual within the period of 12 months ending with the day on which the application for registration of the fund under rule 4.1.1 is made;

(b) the statement is accepted by the fund manager of the fund because there are no reasonable grounds to doubt its accuracy.



Division 2.1.B Conduct by fund managers

2.1.1 Issue or transfer of units — limited professional investor funds

(1) The fund manager of a limited professional investor fund must not issue a unit in the fund to a person who is not a professional investor for the fund at the time that the unit in the fund is issued to the person.

(2) The fund manager of a limited professional investor fund must not accept the transfer of a unit in the fund to a person who is not a professional investor for the fund at the time that the unit is transferred to the person.

2.1.2 Issue or transfer of units — certified professional investor funds

(1) The fund manager of a certified professional investor fund must not issue a unit in the fund to a person who, at the time that the unit is issued to the fund investor for the fund:

(a) in the case of a fund investor who is not an individual — is not a professional investor for the fund; or

(b) in the case of a fund investor who is an individual — is not a certified professional investor for the fund.

(2) The fund manager of a certified professional investor fund must not accept the transfer of a unit in the fund to a person who, at the time that the unit is transferred to the person:

(a) if the person is not an individual — is not a professional investor for the fund; or



(b) if the person is an individual — is not a certified professional investor for the fund.

2.1.3 Registering fund investors — limited professional investor fundsThe fund manager of a limited professional investor fund must not record the name of a person in the register of fund investors in relation to a unit in the fund, unless, at the time that the unit was issued to the person, the person was a professional investor for the fund.

2.1.4 Registering fund investors — certified professional investor fundsThe fund manager of a certified professional investor fund must not record the name of a person in the register of fund investors in relation to a unit in the fund, unless, at the time that the unit was issued to the person:

(a) if the person is not an individual — the person was a professional investor for the fund; or

(b) if the person is an individual — the person was a certified professional investor for the fund.

Note Rules 1.2.2 (1) (d) and 1.2.3 (1) (e) limit the number of units that may be issued for each type of professional investor fund.



Division 2.1.C Conduct by authorised firms

2.1.1 Dealings in funds may only be done for professional investors

(1) This rule applies if:

(a) an authorised firm provides, has provided or offers to provide a service or product to a person; and

(b) the service or product includes the conduct of one or more of the following regulated activities in or from the QFC:

(i) dealing in investments for the person;

(ii) arranging deals in investments (as described in FSR, Schedule 3, Part 2, paragraph 5) for the person;

(iii) advising on investments (as described in FSR, Schedule 3, Part 2, paragraph 11) for the person.

(2) The authorised firm may conduct the regulated activities mentioned in subrule (1) (b) in relation to units in a limited professional investor fund only if the person is:

(a) a person who is, within the meaning of CIPR, a business customer or eligible counterparty of the firm in relation to dealings in investments that consist of (or include) units in the fund; or

(b) a person that the firm believes, on reasonable grounds, could be classified, within the meaning of CIPR, by the firm as a business customer or eligible counterparty for the firm.



(3) An authorised firm may conduct the regulated activities mentioned in subrule (1) (b) in relation to units in a certified professional investor fund only if the person is a certified professional investor of the fund.



Chapter 3 Key entitiesIntroductory note for Chapter 3

The purpose of this Chapter is to set out the role of key personnel involved in operating a professional investor fund.

Parts 3.1 to 3.5 are about the fund manager of a professional investor fund. There are two types of fund managers for funds: QFC fund managers and State fund managers.

Part 3.6 is about the way that other QFC rules apply to the key personnel of a QFC fund manager of a certified professional investor fund.

Part 3.1 Fund manager — general3.1.1 Fund manager

(1) The fund manager of a professional investor fund is the person responsible for complying with the requirements imposed by these rules in relation to establishing, operating, managing or winding up the fund.

(2) The activities involved in operating a professional investor fund include, but are not limited to, the activities mentioned in the FSR, Schedule 3, Part 2, paragraph 12.1 (2).

(3) Fund manager includes a person referred to as the operator in the definition of collective investment fund in FSR, Schedule 3, Part 3, paragraphs 6.2. to 6.6.

3.1.2 Type of fund manager required(1) A professional investor fund must, at all times, have a fund

manager.



(2) The fund manager of a professional investor fund must be:

(a) a QFC fund manager; or

(b) a State fund manager.



Part 3.2 QFC fund managersIntroductory note for Part 3.2

The purpose of this Part is to set out the qualifications for a QFC fund manager of a professional investor fund, the general and specific functions of QFC fund managers and specific principles of conduct that apply to them in performing those functions.

Unless it is clearly indicated, the functions conferred by these rules are additional to the functions described in other legislation applying in the QFC.

A QFC fund manager of a professional investor fund may outsource one or more of these functions in accordance with CTRL, Chapter 8. Even if the QFC fund manager of the fund does so, the QFC fund manager of the fund remains responsible.

CIPR contains principles of conduct that apply to a QFC fund manager of a professional investor fund. Division 3.2.C explains how these principles apply.

Division 3.2.A QFC fund manager qualifications

3.2.1 Qualifications of QFC fund managerA QFC fund manager of a professional investor fund is an authorised firm to which all of the following apply:

(a) the authorised firm is a corporation established as a separate person to the fund;

(b) the authorised firm has an authorisation to conduct each of the following regulated activities:

(i) operating collective investment funds;

(ii) managing investments;

(iii) dealing in investments;



(c) the authorised firm is permitted under the scope of the authorisation to be the fund manager of the fund, professional investor funds of that kind or any professional investor fund registered under these rules;

(d) if the authorised firm will provide custody services to the fund — the firm has an authorisation to conduct the regulated activity of providing custody services as described in FSR, Schedule 3, Part 2, paragraph 8;

(e) subject to rule 3.2.2, the authorised firm meets the minimum capital and liquid assets requirements in INMA, Part 3.3.

3.2.2 Modified application of INMA rule about minimum paid-up share capital for QFC fund manager of certified professional investor funds

(1) This rule applies if the only regulated activity that the QFC fund manager of a professional investor fund is authorised to conduct is operating a collective investment fund that is a certified professional investor fund.

(2) If this rule applies, INMA, rule 3.3.3 applies as if the table row relating to the activity of operating a collective investment scheme were omitted, and the following table row were inserted:

Operating a collective investment fund that is a certified professional investor fund

250,000



Division 3.2.B QFC fund manager functions

3.2.1 Legal and regulatory requirements on QFC fund manager(1) A QFC fund manager of a professional investor fund may perform

all of the functions in relation to operating the fund as are set out in the constitutional document for the fund.

(2) A QFC fund manager of a professional investor fund must comply with every legal and regulatory requirement applying to the fund manager:

(a) in relation to the fund;

(b) as a fund manager of a professional investor fund;

(c) as an operator of a collective investment fund; orNote Collective investment funds are called collective

investment schemes in COLL.(d) as an authorised firm.

(3) Without limiting subrule (2), a QFC fund manager of a professional investor fund must act in accordance with the following:

(a) these rules;

(b) any regulations under which the fund is established, including any law applied by, or that supplements, those regulations;

(c) the other provisions of the law applying in the QFC in relation to:

(i) the fund;

(ii) the fund manager as a fund manager of a professional investor fund;



(iii) the fund manager as an operator of a collective investment fund; orNote Collective investment funds are called collective

investment schemes in COLL.

(iv) the fund manager as an authorised firm;

(d) the scope of the fund manager’s authorisation, including any conditions, restrictions or requirements;

(e) the scope of the fund’s registration, including any conditions, restrictions or requirements;

(f) the constitutional document for the fund, including any stated conditions to which the exercise of a function is subject;

(g) the offer document for the fund, including any stated conditions to which the exercise of a function is subject.

(4) Subrule (3) applies even if another rule imposes additional conditions or limitations on the exercise of a function by a QFC fund manager of a professional investor fund.GuidanceThe other rules made by the Regulatory Authority that may apply to a QFC fund manager of a professional investor fund include, but are not limited to:

AML/CFTR, in relation to the fund manager’s AML/CFT obligations

CDRS, for fund investors for limited professional investor funds

CIPR, subject to Division 3.2.C

CTRL, in relation to controlled functions and the outsourcing of functions by the fund manager of the fund

GENE, in relation to protected reporting, controllers, audit requirements and records



INAP, in relation to the interpretation of the rules

INDI, in relation to the assessment, training and competency of individuals who exercise controlled functions

INMA, subject to rule 3.2.2.

Division 3.2.C QFC fund manager conduct — application of CIPR

3.2.1 Application of CIPR — interpretation(1) CIPR contains general principles of conduct for authorised firms in

their interactions with customers. For a professional investor fund, the fund investors for the fund are the customers.

(2) References in CIPR to an authorised firm are taken to be references to a QFC fund manager of a professional investor fund.

(3) References in CIPR to a customer of the authorised firm are taken to be references to a fund investor for the professional investor fund.

(4) In relation to certified professional investor funds, references in CIPR to these rules is a reference to the rules in CIPR that apply to certified professional investor funds under rule 3.2.3.

3.2.2 Application of CIPR — limited professional investor fund(1) Subject to subrule (2), CIPR applies to a QFC fund manager of a

limited professional investor fund in the fund manager’s capacity as an authorised firm.

(2) The requirements in CIPR, rules 3.3.3 (7) and 3.3.6 do not apply in relation to dealings in investments that consist of (or include) units in the limited professional investor fund.



Note These are requirements for continued verification of customer classification. They continue to apply in relation to any other business that an authorised firm conducts for a professional investor.

3.2.3 Application of CIPR — certified professional investor fund

(1) Subject to subrule (2), CIPR does not apply to a QFC fund manager of a certified professional investor fund in the fund manager’s capacity as an authorised firm carrying out the regulated activity of operating the certified professional investor fund.

(2) The following provisions of CIPR apply to a QFC fund manager of a certified professional investor fund:

(a) Chapter 2;

(b) Part 3.2;

(c) rule 4.2.4 (1) (a) in relation to an advertisement (within the meaning of CIPR) about the fund.



Part 3.3 State fund managersIntroductory note for Part 3.3

The purpose of this Part is to set out the qualifications for a State fund manager of a professional investor fund, the general and specific functions of State fund managers of funds.

A State fund manager of a professional investor fund is licensed or authorised by an authority of the State. A State fund manager is not regarded as conducting activities in or from the QFC.

The State fund manager of the fund is obliged under a contract with the fund itself to perform the functions imposed on fund managers by these rules.

Division 3.3.A State fund manager qualifications

3.3.1 Qualifications of State fund manager(1) A State fund manager of a professional investor fund is an entity

that:

(a) is a bank, insurance company or investment manager authorised or licensed by a regulatory or governmental authority in the State;

(b) is obliged, under a QFC contract with the fund, to comply with the requirements imposed by these rules in relation to establishing, operating, managing or winding up the professional investor fund; and

(c) is not also an INMA firm that is a branch (within the meaning of INMA).

(2) A QFC contract is a contract:



(a) between the State fund manager of a professional investor fund and the fund (the parties); and

(b) for which the parties have chosen the QFC as the governing law and jurisdiction.

Division 3.3.B State fund manager functions

3.3.1 Legal and regulatory requirements on State fund manager

(1) A State fund manager of a professional investor fund may perform all of the functions in relation to operating the fund as are set out in the constitutional document for the fund.

(2) A State fund manager of a professional investor fund must fulfil the obligations imposed by the QFC contract with the fund to comply with the requirements imposed by these rules in relation to establishing, operating, managing or winding up the professional investor fund.

(3) Without limiting subrule (2), a State fund manager of a professional investor fund must fulfil the obligations imposed by the QFC contract with the fund in relation to the following:

(a) these rules;

(b) any regulations under which the fund is established, including any law applied by, or that supplements, those regulations;

(c) the other provisions of the law applying in the QFC in relation to:



(i) the fund;

(ii) the fund manager as the fund manager of a professional investor fund; or

(iii) the fund manager as a party to the QFC agreement required by rule 3.3.1;

(d) the scope of the fund’s registration, including any conditions, restrictions or requirements;

(e) the constitutional document for the fund, including any stated conditions to which the exercise of a function is subject;

(f) the offer document for the fund, including any stated conditions to which the exercise of a function is subject.



Part 3.4 Changing fund managerIntroductory note for Part 3.4

The purpose of this Part is to set out the rules that apply when the fund manager of a professional investor fund is changed.

3.4.1 Change of fund manager — replacement by fund investors

(1) The fund investors for a professional investor fund may, in accordance with the constitutional document for the fund:

(a) remove the fund manager of the fund; and

(b) appoint a new fund manager of the fund.Note The professional investor fund must, at all times,

have a fund manager (see rule Part 3.13.1.2 (1)).(2) If a new fund manager of the professional investor fund is appointed

under subrule (1) (b), the new fund manager of the fund must tell the Regulatory Authority about the change immediately, but within 1 business day after the day the new fund manager of the fund is appointed.Examples — meaning of ‘within 1 business day’1 If the new fund manager of a fund is appointed on a business day, the new

fund manager of the fund must tell the authority about it immediately, but on that day.

2 If the new fund manager of a fund is appointed on a day that is not a business day, the new fund manager of the fund must tell the authority about it immediately, but by no later than the next business day.



3.4.2 Change of fund manager — replacement after regulatory action

(1) This rule applies if the fund manager of a professional investor fund stops being qualified under rule Part 3.23.2.1 (qualifications of QFC fund managers) or Part 3.33.3.1 (qualifications of State fund managers) because of action taken by the Regulatory Authority under FSR.

(2) If this rule applies, a new fund manager of the professional investor fund who is qualified under rule Part 3.23.2.1 (qualifications of QFC fund managers) or Part 3.33.3.1 (qualifications of State fund managers) must be appointed in accordance with rule 3.4.1.

3.4.3 Change of fund manager — retirement(1) The fund manager of a professional investor fund may, in

accordance with the constitutional document, retire as fund manager of the fund in favour of another person if:

(a) the other person is qualified under rule Part 3.23.2.1 (qualifications of QFC fund managers) or Part 3.33.3.1 (qualifications of State fund managers); and

(b) the retiring fund manager of the fund appoints the other person as fund manager of the fund.

(2) If a fund manager of a professional investor fund retires under this rule, the new fund manager of the fund must tell the Regulatory Authority about the retirement and appointment immediately, but within 1 business day after the day the new fund manager of the fund is appointed.



Examples — meaning of ‘within 1 business day’1 If the new fund manager of a fund is appointed on a business day, the new

fund manager of the fund must tell the authority about it immediately, but on that day.

2 If the new fund manager of a fund is appointed on a day that is not a business day, the new fund manager of the fund must tell the authority about it immediately, but by no later than the next business day.

3.4.4 Consequences of change of fund manager — requirements stop applying

(1) This rule applies to the legal and regulatory requirements under legislation applicable in the QFC that apply to a person who is a fund manager of a professional investor fund.

(2) The requirements stop applying to the person on and from the time at which the person stops being the fund manager of the professional investor fund.

3.4.5 Consequences of change of fund manager — rights and property

(1) Subject to any restriction in the offer document for the fund in relation to the permitted categories of fund investors for the fund, a person who stops being the fund manager of a professional investor fund is entitled to continue to be recorded in the register of fund investors for the units the person holds.

(2) A person who stops being the fund manager of a professional investor fund must do everything reasonably necessary:



(a) to assign all its rights and functions as fund manager of the fund to the new fund manager of the fund; and

(b) to transfer or deliver the fund property held by the person to the new fund manager of the fund.

(3) Until all fund property has been transferred or delivered, the person who stops being the fund manager of the professional investor fund remains accountable for it to the fund investors for the fund.

3.4.6 Consequences of change of fund manager — preservation of liabilityA change in fund manager of a professional investor fund under this Part does not affect the rights of a person (including the former fund manager) in relation to an act or omission of the former fund manager of the professional investor fund.



Part 3.5 Key personnel for QFC fund managers of certified professional investor funds

Introductory note for Part 3.5

As authorised firms, QFC fund managers of professional investor funds are obliged by CTRL and AML/CFTR to have individuals approved to exercise each of the following functions:

(a) the senior executive function;

(b) the finance function;

(c) the compliance oversight function;

(d) an MLRO and a DLRO.

This Part changes the way that CTRL and AML/CFTR apply to QFC fund managers for certified professional investor funds to give funds of this kind added flexibility in allocating responsibility for exercising the controlled functions mentioned in paragraphs (b), (c) and (d).

Division 3.5.A Preliminary

3.5.1 Application of Part 3.5This Part applies to a QFC fund manager of a professional investor fund who is permitted under the scope of an authorisation to act as fund manager of certified professional investor funds (and only for that type of fund).



Division 3.5.B Application of CTRL for QFC fund managers of certified professional investor funds

3.5.1 Application — CTRLCTRL applies to the QFC fund manager of a certified professional investor fund as set out in this Division.

3.5.2 Modified application of CTRL — finance function(1) This rule applies instead of CTRL, rule 4.1.5.

(2) A QFC fund manager of a certified professional investor fund:

(a) must have an individual who is approved to exercise the finance function for the QFC fund manager of the fund; orNote INDI, Part S1.6 contains rules about the

competencies required for the finance function.(b) may, with the permission of the Regulatory Authority, appoint

a suitably qualified third party to exercise the function for the QFC fund manager of the fund.

(3) A permission under subrule (2) (b) may be given subject to conditions in relation to the employees of the third party who will exercise the function for the QFC fund manager of the certified professional investor fund.

(4) For CTRL, Part 8.2, the appointment of a third party by the QFC fund manager of a certified professional investor fund is a material outsourcing arrangement.



3.5.3 Modified application of CTRL — compliance oversight function

(1) This rule applies instead of CTRL, rule 6.3.2.

(2) A QFC fund manager of a certified professional investor fund:

(a) must have an individual who is approved to exercise the compliance oversight function for the QFC fund manager of the fund; or

Note 1 INDI, Part S1.4 contains rules about the competencies required for the compliance oversight function.

Note 2 The assessment of an individual's competence to perform the compliance oversight function must be made with the involvement of the QFC fund manager’s governing body (see INDI, rule 3.1.2 (3)).

(b) may, with the permission of the Regulatory Authority, appoint a suitably qualified third party to exercise the function for the QFC fund manager of the fund.

(3) A permission under subrule (2) (b) may be given subject to conditions in relation to the employees of the third party who will exercise the function for the QFC fund manager of the certified professional investor fund.

(4) For CTRL, Part 8.2, the appointment of a third party by the QFC fund manager of the certified professional investor fund is a material outsourcing arrangement.



Division 3.5.C Application of AML/CFTR for QFC managers of certified professional investor funds

3.5.1 Application — AML/CFTRAML/CFTR applies to the QFC fund manager of a certified professional investor fund with the modifications set out in this Division.

3.5.2 Modified application of AML/CFTR(1) This rule applies instead of AML/CFTR, rules 2.3.1 and 2.3.2.

(2) A QFC fund manager of a certified professional investor fund must ensure that there is, at all times, an MLRO and a Deputy MLRO for the QFC fund manager of the fund.

(3) Accordingly, a QFC fund manager of a certified professional investor fund must, from time to time, make arrangements in accordance with this rule for there to be an MLRO and a Deputy MLRO for the QFC fund manager of the fund.

(4) The QFC fund manager of a certified professional investor fund:

(a) must appoint separate individuals for each role, each of whom:

(i) is employed at the management level by the QFC fund manager of the fund, or by a legal person in the same group, whether as part of its governing body, management or staff; and

(ii) has sufficient seniority, knowledge, experience and authority for the role, and in particular to act



independently and to report directly to the QFC fund manager’s senior management; or

(b) may, with the permission of the Regulatory Authority, appoint third parties to be the MLRO or the Deputy MLRO of the QFC fund manager of the fund, each of whom have sufficient seniority, knowledge, experience and authority for the relevant role, and in particular to act independently and to report directly to the QFC fund manager’s senior management.

(5) A permission under subrule (4) (b) may be given subject to conditions in relation to the employees of the third party who will be the MLRO or the Deputy MLRO of the QFC fund manager of the fund.

(6) For CTRL, Part 8.2, the appointment of a third party by the QFC fund manager of the certified professional investor fund is a material outsourcing arrangement.



Chapter 4 Registration processIntroductory note for Chapter 4

This Chapter sets out the rules for the registration of professional investor funds.

Professional investor funds are a type of collective investment fund.

Collective investment funds must be registered under either these rules or under COLL (see COLL, rule 2.1.1).

Professional investor funds are registered under these rules as either a limited professional investor fund or a certified professional investor fund.

4.1.1 Application for registration(1) The person who is to become the initial fund manager for a

professional investor fund may apply to the Regulatory Authority for registration of a collective investment fund as either:

(a) a limited professional investor fund (see rule Part 1.21.2.2); or

(b) a certified professional investor fund (see rule Part 1.21.2.3).

(2) An application under subrule (1) must be in a form approved by the Regulatory Authority and must be accompanied by all of the following:

(a) a copy of the constitutional document for the professional investor fund;

(b) a copy of the offer document for the fund;

(c) a completed checklist (if any) in terms set out by the Regulatory Authority and signed by the fund manager of the



fund to certify that the fund documents for the fund meet the requirements of Parts 5.1 and 5.2;

(d) any other document or other information that is reasonably required by the Regulatory Authority.

Note The applicant must pay the application fee when the application is filed with the Regulatory Authority (see rule Part 10.110.1.1). The application is taken not to have been made until the fee is paid (see rule Part 10.110.1.1 (4)).

(3) The Regulatory Authority may, in writing, require the applicant to give the authority additional information or documents that the authority reasonably needs to decide the application.

(4) If the application does not comply with the requirement imposed under subrule (3), the Regulatory Authority may refuse to consider the application.

(5) The applicant may withdraw the application by notice given to the Regulatory Authority at any time before the application is decided.

(6) If, at any time between the making of the application and the application being withdrawn or decided, the applicant becomes aware of a material change that is reasonably likely to be relevant to the Regulatory Authority’s consideration of the application, the applicant must tell the authority about the change immediately, but by no later than the next business day.



4.1.2 Decision on application for registration(1) If an applicant applies to the Regulatory Authority for registration of

a collective investment fund as a professional investor fund, the Regulatory Authority must either:

(a) grant the application in accordance with subrule (2) and register the fund; or

(b) refuse the application.

(2) The Regulatory Authority must register the collective investment fund with registration of the type for which the applicant has applied unless it considers that one or more of the following applies:

(a) the fund is not eligible for registration of the type for which the applicant has applied;Note See rules Part 1.21.2.2 and Part 1.21.2.3 for the

eligibility requirements for each type of fund.(b) the name of the fund is not appropriate to describe the fund, or

is undesirable or misleading;

(c) the person named in the application as the person who is to become the initial fund manager of the fund is not, or (at the time of registration) will not be, qualified to be the fund manager of the fund under rule Part 3.23.2.1 or 3.3.1;

(d) the person named in the application as the person who is to become the initial auditor of the fund is not, or (at the time of registration) will not meet the requirements of rule Part8.68.6.1(3)Part 8.68.6.1;



(e) the fund manager of the fund has not signed a checklist (if any) required by the Regulatory Authority to certify that the fund documents for the fund meet the requirements of Parts 5.1 (for the constitutional document) anPart 5.2 5.2 (for the offer document);

(f) the fund documents for the fund do not meet the requirements of Part 5.1 (for the constitutional document) and Part 5.2 (for the offer document);

(g) the fund does not otherwise comply with these rules;

(h) proposed arrangements for safeguarding the fund property do not provide an appropriate level of protection for people who are, or might become, fund investors for the fund;GuidanceThe Regulatory Authority would usually expect the fund property to be held by an independent custodian that is authorised in the QFC or another jurisdiction providing an appropriate level of protection for fund investors for the fund.

(i) if the fund is to be a closed-ended fund — it is inappropriate for the fund to be a closed-ended fund;

(j) the dominant purpose of the fund becoming registered under these rules is to avoid the application of provisions of COLL that should apply to the fund in the interests of people who are, or might become, fund investors for the fund;

(k) it is otherwise inappropriate for the fund to be registered, particularly having regard to the interests of people who are, or might become, fund investors for the fund.



(3) The Regulatory Authority may register the professional investor fund either:

(a) without conditions, restrictions or requirements; or

(b) with the conditions, restrictions or requirements it considers appropriate.

(4) The Regulatory Authority must notify the applicant in writing of its decision under subrule (1).

(5) If the Regulatory Authority refuses the application under subrule (1)(b), or registers the professional investor fund with conditions, restrictions or requirements not agreed to by the applicant, the notice under subrule (4) must also:

(a) give reasons for the decision; and

(b) state that the applicant may appeal to the QFC Regulatory Tribunal against the decision.

(6) On the registration of the professional investor fund, the person named in the application for registration as the person who is to become the fund manager of the fund becomes the initial fund manager of the fund.

4.1.3 Variation of conditions, restrictions or requirements(1) At any time after registration, the Regulatory Authority may vary

the conditions, restrictions or requirements imposed under rule 4.1.2 (3) (b), if the Regulatory Authority considers it appropriate to do so.



(2) The Regulatory Authority must notify the fund manager of the professional investor fund in writing of its decision under subrule (1).

(3) If the Regulatory Authority varies the conditions, restrictions or requirements imposed on the registration of the professional investor fund, and the variation is not agreed to by the fund manager of the fund, the notice under subrule (2) must also:

(a) give reasons for the decision; and

(b) state that the fund manager of the fund may appeal to the QFC Regulatory Tribunal against the decision.



Chapter 5 Fund documentsIntroductory note for Chapter 5

This purpose of this Chapter is to set out the requirements for what the fund documents must contain.

The constitutional document for a fund is created when the legal form for the fund is first established. Part 6.2 contains detailed provisions about constitutional documents.

The offer document for a fund is a document used to market the fund to fund investors for the fund. Part 6.3 contains detailed provisions about offer documents.

In these rules, these documents are collectively referred to as the fund documents.

Part 6.4 contains provisions that apply generally to fund documents.

Part 5.1 Constitutional document5.1.1 Constitutional document

The constitutional document for a professional investor fund means whichever of the following applies:

(a) if the fund takes the legal form of a company incorporated under the Companies Regulations 2005 — the articles of association of the company;

(b) if the fund takes the legal form of a limited partnership registered under the Partnership Regulations 2007 — the partnership agreement of the partnership;

(c) if the fund takes another legal form permitted by the Regulatory Authority under rule 1.2.4 (1) (c) — the instrument for the legal form in which the fund is created.



5.1.2 Matters to be included in constitutional documentThe constitutional document for a professional investor fund must include the statements and provisions required by Schedule 1.

5.1.3 Relationship between the constitutional document and these rules

(1) The constitutional document for a professional investor fund must not contain a provision that:

(a) conflicts with a provision of these rules; or

(b) is unfairly prejudicial to the interests of fund investors for the fund generally or to the fund investors of any class of units in the fund.

(2) A provision of the constitutional document for a professional investor fund has no effect to the extent that:

(a) it conflicts with any provision of these rules; or

(b) it is unfairly prejudicial to the interests of fund investors for the fund generally or to the fund investors of any class of units in the fund.

(3) However, a provision of the constitutional document for a professional investor fund must not be taken to conflict with a provision of these rules to the extent it can operate concurrently with the provision of these rules.

(4) Any function given by these rules to either of the following is subject to any applicable condition in the constitutional document for the professional investor fund:



(a) a professional investor fund;

(b) the fund manager of a fund.



Part 5.2 Offer document5.2.1 Offer document

(1) The offer document for a professional investor fund is a document containing information about the fund made in accordance with these rules.Note The requirements in these rules apply to limited professional investor

funds in addition to the requirements in CIPR about disclosure documents (see Division 3.2.C).

(2) The offer document for a professional investor fund must be entitled offer document. No other title may be used.

(3) The fund manager of the professional investor fund is responsible for the offer document for the fund.

(4) The offer document for the professional investor fund must contain all the information that fund investors for the fund and their professional advisers would reasonably require, and reasonably expect to have drawn to their attention, in a document of that kind for the purpose of making an informed judgment about:

(a) the merits and risks of investing in the fund; and

(b) the extent and characteristics of the risks accepted by investing in the fund.

(5) A reference in these rules to the offer document for a professional investor fund is a reference to the offer document for the fund as first made, and as amended in accordance with the requirements of



these rules from time to time, and includes a document prepared to supplement the offer document.

5.2.2 Matters to be included in the offer documentWithout limiting rules 5.2.1 (1) and (4), the offer document for a professional investor fund must include the statements and provisions required by:

(a) for a limited professional investor fund — Schedule 2; and

(b) for a certified professional investor fund — Schedule 3.

5.2.3 Making and updating the offer document(1) The fund manager of a professional investor fund must ensure that

the first offer document for the fund is drawn up.

(2) The fund manager of a professional investor fund must ensure that the offer document for the fund is kept up to date.GuidanceThe Regulatory Authority would expect that the fund manager of the fund would revise the offer document for a fund if a material change happened (for example, a change in the fund’s investment objectives, strategy or policy) and the change affected a statement required to be included in the offer document for the fund.

(3) If a professional investor fund is a closed-ended fund, subrule (2) stops applying to the fund on the final closing of the fund in accordance with the constitutional document for the fund.



5.2.4 Formal requirements for offer document(1) The fund manager of a professional investor fund must ensure that

the offer document for the fund:

(a) is in English;

(b) presents information about the fund in language that is plain and easy to understand;

(c) does not contain any untrue or misleading statement; and

(d) otherwise complies with these rules.

(2) Subrule (1) (a) does not prevent the fund manager of a professional investor fund preparing, or arranging for the preparation of, a translation of the offer document for a professional investor fund in any other language, but the English version of the offer document for the fund remains the authoritative version.

(3) The offer document for a professional investor fund must provide that in the event of any discrepancy between the English text of the offer document for the fund and any other version, the English text prevails.



Part 5.3 General provisions applying to fund documents

5.3.1 Fund documents to be made availableThe fund manager of a professional investor fund must make the fund documents for the fund available, free of charge:

(a) to a person who is to become a fund investor for the fund before the person acquires, or contracts to acquire, a unit in the fund; and

(b) to a fund investor for the fund:

(i) before the fund investor for the fund acquires, or contracts to acquire, a further unit in the fund; or

(ii) at any other time on request.

5.3.2 Amendment of fund documents(1) This rule applies if a fund document for a professional investor fund

is amended.

(2) The fund manager of the professional investor fund must file the following documents with the Regulatory Authority:

(a) a copy of the amendment;

(b) the fund document for the fund as amended;

(c) a checklist (if any) required by the Regulatory Authority to certify that the new fund document for the fund meets the



requirements of Part 5.1 (for the constitutional document) and Part 5.2 (for the offer document).

(3) The fund manager of the professional investor fund must file the documents required under subrule (2):

(a) in the case of the constitutional document for the fund — within 21 days; and

(b) in the case of the offer document for the fund — immediately, but within 1 business day after the offer document for the fund is amended.

Examples — meaning of ‘within 1 business day’1 If the offer document for a fund is amended on a business day, the fund

manager of the fund must file the revised documents with the Regulatory Authority immediately, but on that day.

2 If the offer document for a fund is amended on a day that is not a business day, the fund manager of the fund must file the revised documents with the Regulatory Authority immediately, but by no later than the next business day.



Chapter 6 UnitsIntroductory note for Chapter 6

A unit in a professional investor fund is created in accordance with the constitutional document for the professional investor fund.

The nature of the rights or interests will differ according to the form of the fund.

This Chapter is subject to rules Part 2.12.1.1 and Part 2.12.1.2 that units may only be issued or transferred to professional investors and certified professional investors.

Part 6.1 Key concepts6.1.1 Interpretation

(1) A unit in a professional investor fund is a unit representing the rights or interests (however described) of a fund investor for the fund.

(2) In working out the number of fund investors for a professional investor fund that the fund has at any time:

(a) joint holding of a unit in the fund by more than one fund investor for the fund counts as a single holding; and

(b) a unit in the fund held on trust for a beneficiary is taken to be held by the beneficiary (rather than the trustee) if:

(i) the beneficiary is currently entitled to a share of the trust estate or the income of the trust estate; or

(ii) the beneficiary is, whether separately or together with other beneficiaries, in a position to control the trustee.



Part 6.2 Unit administration6.2.1 Application of Part 6.2 to subfunds of umbrella funds

(1) This Part applies to each subfund of an umbrella fund as if it were a separate professional investor fund.

(2) The currency of a subfund may, if appropriate, be used for the subfund instead of the base currency of the umbrella fund.

6.2.2 Initial offer(1) The period of the initial offer for a professional investor fund, and

how it ends, must be set out in the offer document for the fund and must not be of unreasonable length.

(2) In these rules, initial offer means:

(a) for a professional investor fund — an offer for the sale of units in the professional investor fund if all or part of the consideration paid to the fund for the units is to be used to acquire the initial fund property; and

(b) for a subfund of an umbrella fund — an offer for the sale of units in the subfund if all or part of the consideration paid to the subfund for the units is to be used to acquire the initial fund property to be attributable to the subfund.

6.2.3 Issue of units under constitutional document(1) The constitutional document for a professional investor fund may do

one or more of the following:



(a) authorise the professional investor fund to issue fractions of units in the fund;

(b) provide that the issue of units in the fund may be limited;

(c) provide that units in the fund may be issued in classes provided by the constitutional document for the fund.

(2) If the constitutional document for the professional investor fund provides that units in the fund may be issued in classes, the fund manager of the fund must, unless otherwise required or permitted by the constitutional document for the fund:

(a) treat fund investors for the fund who hold units in the fund in the same class equally; and

(b) treat fund investors for the fund who hold units in the fund in different classes fairly.

(3) If subrule (1) (c) applies, a fund investor for a professional investor fund has the right to convert the units in the fund from one class to another class if converting the units does not breach the offer document for the fund.

6.2.4 Number of issued units to correspond with units registered to fund investors

(1) The fund manager of a professional investor fund must ensure that, at a time at which the fund property is valued, there are at least as many units in issue in any class of units in the fund as there are units registered to fund investors of that class of units in the fund.

(2) If the fund manager of a professional investor fund breaches subrule (1), the fund manager of the fund must:



(a) correct the breach as quickly as possible; and

(b) reimburse the fund any costs the fund may have incurred in correcting the breach, subject to any reasonable minimum level for reimbursement provided in the offer document for the fund.

Note The fund manager of the fund may also have an obligation under rule 7.2.2 to notify the Regulatory Authority about the breach.

6.2.5 Units in companies — share rights and denominations(1) This rule applies to a professional investor fund that is in the legal

form of a company incorporated under the Companies Regulations 2005 (a PIF company).

(2) The constitutional document for the PIF company may provide that the rights attached to shares of any class are to be expressed in 2 denominations; one of which (the smaller denomination) is to be such proportion (the relevant proportion) of the other (the larger denomination) as is fixed by the constitutional document for the PIF company.

(3) For any class of shares of a PIF company to which subrule (1) applies, any shares with rights expressed in the smaller denomination is a smaller denomination share, and any share with rights expressed in the larger denomination is a larger denomination share.

(4) For any class of shares of a PIF company that is not expressed in 2 denominations, the rights that attach to a share of the class are equal to the rights that attach to every other share of that class.



(5) For any class of shares of a PIF company and that is expressed in 2 denominations:

(a) the rights that attach to a share of the class are equal to the rights that attach to every other share of that class of the same denomination; and

(b) the rights that attach to a smaller denomination share of the class are the proportion of the rights that attach to a larger denomination share of that class as is fixed by the constitutional document for the PIF company.



Part 6.3 Register of fund investors6.3.1 Requirement to maintain register of fund investors

(1) The fund manager of a professional investor fund must ensure that a register of fund investors is established and maintained for the fund as part of the fund manager’s records under rule Part 8.28.2.1.

(2) In this rule, ensuring the register is maintained means taking all reasonable steps to ensure that the register is accurate, complete and up to date.

(3) Without limiting subrule (2), the fund manager of the professional investor fund must do the following in relation to the register:

(a) take reasonable steps to update the register on receiving written notice of a change of name or address of a fund investor for the fund;

(b) ensure that the register, or a copy of the register, is available for inspection in the QFC during ordinary business hours by or on behalf of any fund investor for the fund, the Regulatory Authority or the auditor of the fund;

(c) on request by or on behalf of any fund investor for the fund, give the fund investor for the fund a copy of the register entries relating to the fund investor for the fund;

(d) record the conversion of units from one class in the fund to another.



6.3.2 Contents of register(1) The fund manager of a professional investor fund must ensure that

the register of fund investors includes all of the following information:

(a) the name and address of each person (a relevant person) who is or has been a fund investor for the fund (for joint holdings of units by fund investors for the fund, no more than 4 persons need to be included);

(b) the number or percentage of units (including fractions of a unit) in each class in the fund held by each relevant person;

(c) the date each relevant person was registered for the units in the fund in the person’s name and, if relevant, ceased to be registered for the units in the person’s name;

(d) the number or percentage of units in the fund in each class currently in issue.

(2) The fund manager of the professional investor fund:

(a) is not permitted to enter notice of any trust (whether express, implied or constructive) on the register; and

(b) is not bound by notice of any trust.

(3) The fund manager of the professional investor fund must rely on the register as conclusive evidence of the persons entitled to the units in the fund entered on it.



6.3.3 Transfer of registration by fund investor(1) Every fund investor for a professional investor fund is entitled to

transfer units in the fund entered in the register of fund investors in the fund investor’s name.

(2) The transfer must be done by an instrument in the form that the fund manager of the professional investor fund approves.

(3) The fund manager of the professional investor fund is under no duty to accept the transfer unless it is permitted by the fund documents for the fund.

(4) The transferor must be treated as the fund investor for the professional investor fund until the transferee’s name is entered in the register of fund investors.

(5) Every instrument of transfer must be left for registration with the fund manager of the professional investor fund and must be accompanied by:

(a) any document required by the law applying in the QFC; and

(b) any other evidence reasonably required by the fund manager of the fund.

(6) The fund manager of the professional investor fund must keep an instrument of transfer for at least 10 years after the day it is registered.

(7) On registration of an instrument of transfer, a record of the transferor, the transferee and the date of transfer must be made in the register of fund investors.



6.3.4 Certificates(1) This rule applies if units in a professional investor fund are:

(a) issued; or

(b) transferred by the fund investor for the fund under rule 6.3.3.

(2) The fund manager of the professional investor fund may, in accordance with the constitutional document for the fund, issue a document or other means of evidencing title to the units (a certificate).

(3) The fund manager of the professional investor fund must issue the certificate as soon as practicable if the procedures for redeeming units require fund investors for the fund to surrender any existing certificate.

(4) If the fund manager of the professional investor fund receives written notice of a change of name of a fund investor for the fund and a certificate has been issued for the fund investor’s units, the fund manager of the fund must also either endorse the existing certificate or issue an updated one.

(5) Bearer certificates may not be issued for units in a professional investor fund.

(6) In this rule, bearer certificate means a document or other means of evidencing title that indicates that the bearer is entitled to the units in the professional investor fund stated in it.



Part 6.4 Issue and redemption of units

Division 6.4.A Application of Part 6.4 to umbrella funds

6.4.1 Application of Part 6.4 to subfunds of umbrella funds(1) This Part applies to each subfund of an umbrella fund as if it were a

separate professional investor fund.


Division 6.4.B Issue and redemption of units — open-ended and closed-ended funds

6.4.1 Issue and redemption to be done in accordance with fund documents

(1) The fund manager of a professional investor fund must arrange for the issue and redemption of units in the fund in accordance with the fund documents for the fund.

(2) The fund manager of a professional investor fund must keep a record of the issues and redemptions that the fund manager of the fund makes for the fund.



6.4.2 Issue and redemption — avoiding undue benefit or advantage

(1) In issuing or redeeming units in a professional investor fund, the fund manager of the fund must not do (or fail to do) anything that would, or might give, either of the following a benefit or advantage at the expense of a person who is, or might become, a fund investor for the fund:

(a) the fund manager of the fund;

(b) an associated person for the fund manager of the fund.

(2) If the fund manager of a professional investor fund breaches subrule (1), the fund manager of the fund must:

(a) correct the breach as quickly as possible; and

(b) reimburse the fund any costs the fund may have incurred in correcting the breach, subject to any reasonable minimum level for reimbursement provided in the offer document for the fund.

Note The fund manager of the fund may also have an obligation under rule 7.2.2 to notify the Regulatory Authority about the breach.

Division 6.4.C Issue and redemption of units — open-ended funds

6.4.1 Application of Division 6.4.CThis Division applies to the fund manager of a professional investor fund that is an open-ended fund.



6.4.2 Issue and redemption — multiple classes of units(1) This rule applies if the professional investor fund has 2 or more

classes of units in issue.

(2) The fund manager of a professional investor fund may treat all, or any 2 or more, of the classes in the fund as a single class in deciding how many units in the fund are to be issued or redeemed by reference to a particular point in time if either:

(a) the classes have the same entitlement to participate in the fund property, and the same liability for charges, expenses, and other payments, that may be recovered from the fund property; or

(b) the classes differ only as to whether income is distributed or accumulated by periodic credit to capital, and the price of the units in each class is calculated by reference to undivided shares in the fund property.

6.4.3 Limited issue in class(1) The fund documents for the professional investor fund may provide

that the issue of units in the fund in any class is limited.

(2) If the fund documents for the professional investor fund limits the issue of units in the fund in any class, units in the class may only be issued in accordance with the fund documents for the fund if the issue will not materially prejudice any existing fund investors for the fund.



Chapter 7 Operating the professional investor fund

Introductory note for Chapter 7

The purpose of this Chapter is to set out the requirements on the fund manager of a professional investor fund in relation to operating the fund.

Part 7.1 is about investing, borrowing and spending for the fund.

Part 7.2 is about the requirements on the fund manager of the fund to safeguard the property of the fund, and to notify the Regulatory Authority if unlawful activity might have an adverse impact on the fund or its investors.

Part 7.3 is about valuing and pricing the fund and units in the fund.

Part 7.4 imposes requirements on the fund manager of the fund to make certain records if the fund is an open-ended fund, and there is a policy to require a dilution adjustment or dilution levy.

Part 7.5 sets out provisions for managing conflict of interests (or potential conflicts of interest) when the fund manager of the fund conducts transactions in relation to the fund property with particular people.

In relation to limited professional investor funds, Part 7.5 applies to QFC fund managers in addition to the rules about managing conflicts, material interests and inducements in CIPR, Part 3.5. QFC fund managers have an overarching requirement under Chapter 2 of CIPR to seek to avoid conflicts of interest.

CIPR, Part 3.5 does not apply in relation to certified professional investor funds (whether the fund manager of the fund is a QFC fund manager or a State fund manager).

Part 7.6 permits the fund manager of an open-ended fund to suspend dealings in the fund in certain circumstances.

Part 7.7 is about the circumstances in which the fund manager of a professional investor fund winds up a professional investor fund, and the procedural requirements for doing so.

Part 7.8 modifies FSR, Part 16 about business transfers.



Part 7.1 Conducting transactions7.1.1 Acquiring and selling fund property

The fund manager of a professional investor fund must ensure that calculation of prices for the acquisition or sale of fund property is conducted in accordance with the policies and procedures established under rule 7.3.4.

7.1.2 Decisions about investments and borrowingsThe fund manager of a professional investor fund must ensure that decisions about investments and borrowings by the fund are made in accordance with the fund’s investment objectives, strategies and policy as stated in the fund documents for the fund.

7.1.3 Payments(1) The fund manager of a professional investor fund must ensure that

the fund does not incur any expense in relation to any property unless:

(a) investing in the property is in accordance with the fund’s investment objectives, strategies and policy; or

(b) the property is necessary for the direct pursuit of the fund’s business of investing in any investments to which it is dedicated.



(2) Payments made by the fund manager of the professional investor fund out of the fund property may be made from capital property rather than from income if the basis for this is set out in the offer document for the fund.



Part 7.2 Protecting the professional investor fund

7.2.1 Property safeguarding functions of fund manager(1) The fund manager of a professional investor fund is responsible for

safeguarding the fund property.

(2) Without limiting subrule (1), the fund manager of the professional investor fund must do all of the following:

(a) ensure that the fund property is properly accounted for;

(b) ensure that the fund property is:

(i) clearly identified as fund property; and

(ii) held separately from the fund manager’s own property and the property of any other person;

GuidanceThe Regulatory Authority would regard paragraph (b) (ii) as satisfied if the fund property is held by an appropriate independent custodian (see rule 4.1.2 (2) (h)).

(c) ensure that any fund property in registrable form is appropriately registered as soon as practicable;

(d) ensure that all means of evidencing title to fund property, other than in relation to derivatives and forward positions, are taken into custody or control by the appropriate person;

(e) ensure that any resulting benefit of a derivative or forward transaction is received by it for the fund property;



(f) collect, hold and deal with income in relation to the fund property.

(3) If the fund manager of a professional investor fund is of the opinion that a deal in relation to the fund breaches these rules, the fund manager of the fund must, subject to the constitutional document for the fund:

(a) cancel the transaction or make a disposal or acquisition to restore the previous situation; and

(b) meet any resulting loss or expense.Note The fund manager of the fund may also have an obligation under

rule 7.2.2 to notify the Regulatory Authority about the breach.

7.2.2 Duty to report breaches with adverse effect on fund or fund investors

(1) This rule applies if the fund manager of a professional investor fund becomes aware, or suspects on reasonable grounds, that there is, may be, or may be about to be, a material breach of requirements in relation to the fund.

(2) A material breach of requirements is a breach of any law that has, or is likely to have, a material adverse effect on the professional investor fund or the interests of fund investors for the fund.

(3) In this rule, law means:

(a) a law of any jurisdiction; and

(b) any regulations, rules or other instruments (however described and whether legislative or administrative) made or in force under a law of any jurisdiction.



Note This includes any law applicable in the QFC.

(4) The fund manager of the professional investor fund must tell the Regulatory Authority about the breach immediately, but within 1 business day.Examples — meaning of ‘within 1 business day’1 If the fund manager of a fund becomes aware of the breach on a business

day, the fund manager of the fund must tell the authority about it immediately, but on that day.

2 If the fund manager of a fund becomes aware of the breach on a day that is not a business day, the fund manager of the fund must tell the authority about it immediately, but by no later than the next business day.

(5) The fund manager of the professional investor fund must give the Regulatory Authority any information about the breach that the Authority reasonably requires.Note Under GENE, rule 4.1.3 an authorised firm must also advise the

Regulatory Authority of certain significant events.



Part 7.3 Valuing and pricing

Division 7.3.A Valuation and pricing — general

7.3.1 Application of Part 7.3 to subfunds of umbrella funds(1) This Part applies to each subfund of an umbrella fund as if it were a

separate professional investor fund.


7.3.2 Net asset valueThe net asset value of the fund property of a professional investor fund, at any time, means the value of the assets (including current assets) of the fund at that time after deducting:

(a) the current liabilities (including accrued expenses) of the fund at that time; and

(b) the longer-term liabilities of the fund.

7.3.3 Net asset value per unitThe net asset value per unit in a professional investor fund, at a time, is the net asset value of the fund at the time divided by the number of units in the fund in issue at the time.

7.3.4 Valuation(1) The fund manager must ensure that policies and procedures are

established for the purpose of conducting proper valuations of the fund property.



(2) The policies and procedures must be appropriate for, and apply consistently to, fund property.

(3) The fund manager of a professional investor fund must value the fund property in accordance with:

(a) these rules; and

(b) the policies and procedures mentioned in subrule (1).

(4) Without limiting subrules (1) to (3), valuations of the fund property must be performed by:

(a) a person:

(i) that is independent from the fund manager of the professional investor fund; and

(ii) that holds appropriate professional qualifications to conduct property valuations; or

(b) the fund manager of the fund, or another person in the same group as the fund manager of the fund, provided that:

(i) the function of valuation of fund property is conducted independently of the function of investment management for the fund; and

(ii) the fund manager has made appropriate arrangements to effectively manage any conflicts of interest that may arise, including by avoiding or mitigating the conflict of interest, or disclosing the conflict of interest to the fund investors for the fund.



(5) If the valuation of the fund property is not conducted by a person mentioned in subrule (4) (a), the Regulatory Authority may require the fund manager of the professional investor fund to have the valuation verified by an auditor or independent third party.

Division 7.3.B Valuation and pricing — open-ended funds

7.3.1 Valuation — open-ended funds(1) An open-ended fund must have a point (the valuation point) on each

dealing day, other than a dealing day during the initial offer period.

(2) Dealing day, for an open-ended fund, means the period (if any) in a business day during which, in accordance with the offer document for the fund, the fund manager of the fund is open to deal in units in the fund.

(3) The fund manager of an open-ended fund must prepare a valuation of the fund property in accordance with rule 7.3.4 at each valuation point.

7.3.2 Prices of units — open-ended funds(1) The price of a unit in an open-ended fund at a valuation point, or for

issue or redemption, must be calculated by the fund manager of the fund:

(a) on the basis of the valuation under rule 7.3.4 (3) at the valuation point;

(b) in a way that is fair and reasonable as between fund investors for the fund;



(c) using forward prices; and

(d) otherwise in accordance with rule 7.3.4.GuidanceThe price of a unit may be decreased (in the case of sales or issues) or increased (in the case of acquisitions or redemptions) by duties and charges.

(2) For any unit in the open-ended fund, there must be only 1 forward price calculated from time to time by reference to a particular valuation point.

(3) The fund manager of the open-ended fund must, on request at any time, provide to any fund investor for the fund the price of any class of unit in the fund, based on the latest valuation under rule 7.3.1 (3)7.3.1(3).

(4) Forward price, for units in an open-ended fund, means a price calculated by reference to the next valuation point after the fund manager of the fund receives instructions to issue or redeem the units.

Division 7.3.C Valuation and pricing — valuation and pricing

7.3.1 Valuation — closed-ended fundsThe fund manager of a closed-ended fund must prepare a valuation of the fund property in accordance with rule 7.3.4 at a frequency that is appropriate having regard to the fund property and, in any case, on at least an annual basis.



7.3.2 Prices of units — closed-ended funds(1) The price of a unit in a closed-ended fund must be calculated by the

fund manager of the fund in accordance with the fund documents for the fund.

(2) The fund manager of the closed-ended fund must, on request at any time, provide to any fund investor for the fund the most recently calculated net asset value per unit in the closed-ended fund.



Part 7.4 Dilutions

Division 7.4.A Preliminary

7.4.1 DilutionIn these rules, dilution, for a professional investor fund, means the dealing costs incurred, or expected to be incurred, by the fund manager of the fund as a consequence of the effect of dilution.

7.4.2 Dilution — associated conceptsIn these rules:

dealing costs means any costs that result from, or are reasonably expected to result from, the acquisition, holding, management or disposal of investments by the fund manager of a professional investor fund.GuidanceDealing costs includes:

1 the costs of dealing in investments, and professional fees incurred, or expected to be incurred, in relation to the acquisition or disposal of an immovable; and

2 if there is a spread between the buying and selling prices of the investment — the indirect cost resulting from the difference between the prices.



dilution adjustment, for a professional investor fund, means an adjustment to the price of a unit in the fund required by the fund manager of the fund under these rules for the purpose of reducing the effect of dilution.

dilution levy, for a professional investor fund, means a charge at the rate, or of the amount, required by the fund manager of the fund under these rules for the purpose of reducing the effect of dilution.

effect of dilution, for a professional investor fund, means the increase or decrease of the cash resources of the fund resulting from the issue or redemption of units in the fund over a period (whether or not the increase or decrease occurs in the period or otherwise).

Division 7.4.B Fund manager requirement in respect of dilutions

7.4.1 Required records in respect of dilutionsIf a professional investor fund is an open-ended fund, and the offer document for the fund states that the fund manager’s policy is to require a dilution adjustment or dilution levy, the fund manager of the fund must make a record of:

(a) how it calculates and estimates dilution; and

(b) its policy and method for deciding the rate or amount of any dilution adjustment or dilution levy.

Note Records must be kept for 10 years (see rule Part 8.28.2.1Part8.18.1.2 (2)).



Part 7.5 Avoiding conflicts of interest7.5.1 Affected person

An affected person for a professional investor fund is any of the following:

(a) the fund manager of the fund;

(b) a member (however described) of the governing body of the fund manager of the fund;

(c) a member (however described) of the governing body of the fund;

(d) any investment adviser for the fund;

(e) a person to whom functions of the fund manager of the fund are outsourced under CTRL, Chapter 8;

(f) the auditor of the fund;

(g) any associated person for any person mentioned in paragraphs (a) to (f);

(h) a fund investor for the fund with 5% or more in value of all the units in the fund then in issue.

7.5.2 Investment adviserInvestment adviser, for a professional investor fund, means a person who is retained by the fund manager of the fund under a commercial arrangement (but who is not an employee of the fund manager of the fund) to provide the fund manager of the fund with advice about:



(a) the merits of investment opportunities for the fund; or

(b) information relevant to the making of judgments about the merits of investment opportunities for the fund.

7.5.3 Prior notice of transactions with affected person(1) This rule applies to a proposed transaction by the fund manager of a

professional investor fund in relation to the fund property if the transaction is with an affected person for the fund.

(2) The fund manager of the professional investor fund must not enter into the transaction unless the fund manager of the fund has given the fund investors for the fund prior written notice of the transaction (or transactions that include the transaction), including an explanation of how rule 7.5.4 is complied with in relation to the transaction (or the transactions).Example of written noticenotice given in the offer document for the fund.

7.5.4 Conduct of transactions with affected person(1) This rule applies to a transaction by the fund manager of a

professional investor fund in relation to the fund property if the transaction is with an affected person for the fund.

(2) The fund manager of the professional investor fund must ensure that the transaction:

(a) is on terms at least as favourable to the fund as any comparable transaction on normal commercial terms negotiated at arm’s length with an independent third party;

(b) does not breach any other provision of this Part; and



(c) is not prohibited by the fund documents for the fund.

7.5.5 Reporting requirements for transactions with affected persons

(1) If the fund manager of a professional investor fund enters into any transaction with an affected person for the fund in relation to the fund property during an annual accounting period, the fund’s annual report for the annual accounting period must include the following:

(a) a summary of the total value of transactions with affected persons for the fund in relation to the fund property during the annual accounting period;

(b) a summary of the nature of the transactions;

(c) a summary of the identities of the affected persons for the fund;

(d) if the fund investors for the fund voted at a general meeting held during the annual accounting period to approve a transaction with an affected person for the fund — details of the approval and the results of the voting in relation to the approval.

(2) If the fund manager of a professional investor fund does not enter into a transaction with an affected person for the fund in relation to the fund property during an annual accounting period, the fund’s annual report for the annual accounting period must include a statement to that effect.



Part 7.6 Suspension7.6.1 Suspension and restart of dealings

(1) A fund manager of an open-ended fund may, within any parameters that are fair and reasonable to all fund investors for the fund and are set out in the offer document for the fund, temporarily suspend dealings in all units in the fund or a class of units in the fund.

(2) The fund manager of an open-ended fund may suspend dealings under subrule (1) only if the fund manager of the fund has decided, having regard to the interests of all the fund investors in the fund and on reasonable grounds, that there is a good and sufficient reason for the suspension in the interests of people who are, or might become, fund investors for the fund.

(3) If the fund manager of the professional investor fund decides to suspend dealings, the fund manager of the fund must tell the Regulatory Authority about the suspension and the reasons for it immediately, but within 1 business day after the day the fund manager of the fund makes the decision.Examples — meaning of ‘within 1 business day’1 If the fund manager of a fund suspends dealings on a business day, the fund

manager of the fund must tell the authority about it immediately, but on that day.

2 If the fund manager of a fund suspends dealings on a day that is not a business day, the fund manager of the fund must tell the authority about it immediately, but by no later than the next business day.



(4) The fund manager of the open-ended fund must also notify the fund investors for the fund about the suspension as soon as practicable after the suspension starts.

(5) The fund manager of the open-ended fund must ensure that the suspension continues only for as long as it is justified having regard to the interests of all the fund investors for the fund.

(6) The suspension of dealings must end as soon as subrule (5) no longer applies.

(7) The fund manager of the open-ended fund must:

(a) review the suspension at least every 28 days; and

(b) tell the Regulatory Authority about the result of the review immediately, but within 1 business day after conducting the review.

Examples — meaning of ‘within 1 business day’1 If the fund manager of a fund finishes the review on a business day, the fund


2 If the fund manager of a fund finishes the review on a day that is not a business day, the fund manager of the fund must tell the authority about it immediately, but by no later than the next business day.

(8) If the fund manager of the open-ended fund becomes aware of any material change in circumstances that may affect the continuation of the suspension, the fund manager of the fund must tell the Regulatory Authority about the change immediately, but within 1 business day.



(9) The Regulatory Authority may, at any time, direct the fund manager of the open-ended fund to end the suspension.

(10) The fund manager of the open-ended fund must immediately comply with the direction.

(11) If the suspension ends, the fund manager of the open-ended fund must tell the Regulatory Authority about the restart of dealings immediately, but within 1 business day after the day dealings restart.Note 1 Subrule (7) (b) contains examples for the meaning of ‘within 1 business

day’.

Note 2 Under FSR, article 105, the Regulatory Authority has power to give certain directions in relation to collective investment funds, including a direction to cease the issue or redemption of units in the fund and to wind up the fund.



Part 7.7 Winding up7.7.1 Application of Part 7.7 to subfunds of umbrella funds

This Part applies to a subfund of an umbrella fund as if:

(a) a reference to a fund were a reference to the subfund;

(b) a reference to units were a reference to units in the class or classes related to the subfund;

(c) a reference to a meeting of fund investors were a reference to a meeting of fund investors for the fund of the class or classes mentioned in paragraph (b);

(d) a reference to a special resolution were a reference to a special resolution passed at a meeting of fund investors for the fund mentioned in paragraph (c);

(e) a reference to the fund property were a reference to the fund property attributed to the subfund;

(f) a reference to liabilities were a reference to liabilities of the fund attributable to the subfund; and

(g) all other necessary changes were made.

7.7.2 Winding up — generalA professional investor fund may be wound up in one of the following ways:

(a) by order of the QFC Court under the Insolvency Regulations 2005 or any other regulations in force in the QFC;



(b) if not inconsistent with any regulations in force in the QFC or these rules — in the way and circumstances provided in the constitutional document for the fund;

(c) in the way and in any other circumstances provided by these rules or any other rules made by the Regulatory Authority.

7.7.3 Winding-up required by constitutional documentThe constitutional document for a professional investor fund may provide that the fund is to be wound up:

(a) at a stated time;

(b) in stated circumstances; or

(c) on the happening of a stated event.

7.7.4 Notification to Regulatory Authority that fund not commercially viable or purpose cannot be accomplished

(1) If the fund manager of a professional investor fund believes, on reasonable grounds, that the fund is not commercially viable or the fund’s purpose cannot be accomplished, the fund manager of the fund must give the Regulatory Authority notice about the matter immediately, but within 1 business day after the day the fund manager of the fund forms the belief.Examples — meaning of ‘within 1 business day’1 If the fund manager of a fund forms a belief on a business day, the fund


2 If the fund manager of a fund forms a belief on a day that is not a business day, the fund manager of the fund must tell the authority about it immediately, but by no later than the next business day.



(2) The notice must include the following information:

(a) the name of the professional investor fund and its registration number given by the Regulatory Authority;

(b) the size and type of the fund;

(c) the number of fund investors for the fund;

(d) if the fund is an open-ended fund — whether dealing in the fund’s units has been suspended;

(e) why the fund manager of the fund believes that the fund is not commercially viable or the fund’s purpose cannot be accomplished;

(f) what consideration has been given to the fund entering into a transfer scheme under Part 7.8 with a substitute fund and the reasons why a transfer scheme is not possible;

(g) whether fund investors for the fund have been told of the intention to seek winding-up and, if not, whether and when they will be told of the intention;

(h) details of any proposed rebate of charges to be made to fund investors for the fund who recently purchased units in the fund;

(i) the preferred date for the start of the winding-up.

(3) The Regulatory Authority may, in writing, require the fund manager of the professional investor fund to provide any further information or documents that the Regulatory Authority reasonably needs in relation to the fund.



7.7.5 Winding-up by fund manager(1) This rule applies if any of the following circumstances (the

prescribed circumstances) exist in relation to a professional investor fund:

(a) on a request by the fund manager of the fund for the cancellation of the fund’s registration, the Regulatory Authority agrees in principle that it will cancel the fund’s registration on the completion of the winding-up of the fund;

(b) the fund manager of the fund believes, on reasonable grounds, that the fund is not commercially viable or the fund’s purpose cannot be accomplished;

(c) if the constitutional document for the fund states that the duration of the fund is limited — the fund’s duration ends;

(d) under the constitutional document for the fund, the fund investors for the fund direct the fund manager of the fund to wind up the fund;

(e) if the fund is subject to a transfer scheme approved under Part7.8 under which it is to be left with no property — the transfer scheme commences.

(2) If any of the prescribed circumstances apply in relation to the professional investor fund:

(a) the fund manager of the fund must cease:

(i) any dealing in the fund’s units; and

(ii) investing or borrowing for the fund; and



(b) the fund manager of the fund must take the steps necessary to wind up the fund in accordance with any regulations in force in the QFC that apply to the winding-up, these rules, and any other rules made by the Regulatory Authority that apply to the winding-up.

(3) If any of the prescribed circumstances mentioned in subrule (1) (a) to (d) apply in relation to the professional investor fund:

(a) the fund manager of the fund must realise the fund property as soon as practicable;

(b) after meeting or making provision for all the fund’s liabilities and the costs of the winding-up, the fund manager of the fund must distribute the proceeds of the realisation to the fund investors for the fund in accordance with the constitutional document for the fund; and

(c) any unclaimed net proceeds or other cash (including unclaimed distribution payments) held by the fund manager of the fund after the end of 12 months from the day they became payable must be paid into the QFC Court, after meeting or making provision for the costs of paying them into the QFC Court under this paragraph.

(4) If the fund manager of the professional investor fund and 1 or more fund investors for the fund agree, the requirement to realise the fund property does not apply to the part of the fund property proportionate to their entitlement.



(5) The fund manager of the professional investor fund may distribute the part of the fund property mentioned in subrule (4) to the fund investors for the fund mentioned in that subrule, after making the adjustments or provisions that appear appropriate to ensure that the fund investors for the fund bear a proportionate share of the liabilities of the fund and the costs of the winding-up.

(6) If the prescribed circumstances mentioned in subrule (1) (e) apply in relation to the professional investor fund, the fund manager of the fund must wind up the fund in accordance with the transfer scheme approved under Part 7.8.

(7) As soon as practicable after starting the winding-up, the fund manager of the professional investor fund must:

(a) tell the fund investors for the fund about the winding-up; and

(b) publish notice of the winding-up in an English and an Arabic language national newspaper and, if the fund has a website, on the fund’s website.

(8) Not later than 5 business days after the day the winding-up of the professional investor fund is completed, the fund manager of the fund must:

(a) tell the Regulatory Authority about the completion of the winding-up; and

(b) ask the authority to cancel the fund’s registration.

(9) This rule is subject to any order of the QFC Court.



7.7.6 Accounting and reports during winding-up(1) While a professional investor fund is being wound up, whether

under rule 7.7.5 or otherwise:

(a) the annual accounting periods and half-yearly accounting periods continue to run;

(b) the provisions of these rules about annual and interim allocation of income continue to apply to the fund; and

(c) reports to fund investors for the fund and the Regulatory Authority continue to be required in relation to the fund.

(2) However, if the fund manager of the professional investor fund, after consulting the fund’s auditor and the Regulatory Authority, decides on reasonable grounds that timely preparation of a report under these rules is not required in the interests of fund investors for the fund or the Regulatory Authority, the fund manager of the fund may dispense with preparation of the report within the time otherwise required by these rules.

(3) A period to which subrule (2) applies must be covered in the next relevant report required under these rules.

(4) At the completion of the winding-up, the annual accounting period then running is regarded as the final annual accounting period for the professional investor fund.

(5) Within 2 months after the end of the final annual accounting period, the final fund manager’s report must be sent to the Regulatory Authority and each person who was a fund investor for the fund immediately before the end of the final annual accounting period.



(6) This rule is subject to any order of the QFC Court.



Part 7.8 Business transfer schemes

7.8.1 Purpose of Part 7.8The purpose of this Part is to make rules under FSR, article 103 modifying those regulations, Part 16 (Control of Business Transfers) in relation to transfers of business by QFC fund managers of professional investor funds.

7.8.2 Relevant scheme(1) In this Part, relevant scheme has the meaning given by the FSR,

article 94 (4).

(2) In the case of these rules, the relevant scheme is a relevant business transfer as mentioned in FSR, article 94 (3), namely the QFC fund manager (as an authorised firm) transferring all or part of the business of carrying on the regulated activity of operating the collective investment fund that is the professional investor fund.

7.8.3 Business transfer schemes(1) FSR, Part 16 is modified in accordance with the following

provisions of this rule.



(2) If, for the purpose of a relevant scheme, it is proposed that fund property of a professional investor fund should become the property of a substitute fund, the proposal must not be implemented without the approval of a special resolution of the fund investors for the fund, unless subrule (3) applies.

(3) If, for the purpose of a relevant scheme, it is proposed that fund property attributable to a subfund (the first subfund) of an umbrella fund (the first umbrella fund) should become the property of a substitute fund (whether or not the substitute fund is another subfund of the first umbrella fund), the proposal must not be implemented without the approval of:

(a) a special resolution of the fund investors for the first subfund; and

(b) a special resolution of the fund investors for the fund of units in the first umbrella fund, unless implementation of the relevant scheme is not likely to result in any material prejudice to the interests of the fund investors in any other subfund of the first umbrella fund.



(4) If it is proposed that a professional investor fund or a subfund of an umbrella fund should receive property (other than its first property) under a relevant scheme, or an arrangement equivalent to a scheme of arrangement, that is entered into by a substitute fund or by a corporation, the proposal must not be implemented without the approval of a special resolution of the fund investors of the fund or of the class or classes of units related to the subfund of the umbrella fund (as appropriate).

(5) However, if the fund manager of the professional investor fund agrees that the receipt of the property by the fund or subfund as mentioned in subrule (4):

(a) is not likely to result in any material prejudice to the interests of the fund investors for the fund; and

(b) is consistent with the investment objectives, strategies and policy of the fund or subfund;

the property may be transferred to the fund or subfund, and units in the fund or subfund may be issued in exchange for the property, as part of the relevant scheme without the approval of a special resolution.

(6) In subrule (4), scheme of arrangement means an arrangement relating to a professional investor fund (the transferor fund), or to a subfund of an umbrella fund (the transferor subfund), under which:

(a) either:

(i) all or part of the property of the transferor fund, or all or part of the property attributed to the transferor subfund, is



to become property of 1 or more substitute funds registered in the QFC (the transferee fund or transferee funds); or

(ii) all or part of the property attributed to the transferor subfund is to become property attributed to 1 or more other subfunds of the same umbrella fund that is a substitute fund (the transferee subfund or transferee subfunds); and

(b) fund investors for the transferor fund or transferor subfund are to receive, in exchange for their respective interests in the property being transferred or reattributed, either:

(i) units in the transferee fund, or 1 or more of the transferee funds, to which the property is transferred; or

(ii) units in the transferee subfund, or 1 or more of the transferee subfunds, to which the property is reattributed.



Chapter 8 Records, accounts and reportsIntroductory note for Chapter 8

This Chapter is about the records that must be kept, and reports that must be prepared, for professional investor funds.

The fund manager of a professional investor fund is responsible for ensuring records are kept, and reports are prepared.

The fund manager of a professional investor fund must prepare an annual report for the fund. The annual report must include the accounts for the fund.

The fund manager of a professional investor fund must prepare the accounts for the fund. The accounts must be prepared in accordance with internationally accepted accounting standards. The fund manager of the fund must ensure the accounts give a true and fair overview of the finances of the fund and its operations throughout a given period.

The fund manager of a professional investor fund is responsible for ensuring that there is an auditor appointed at all times. The auditor must be a QFC approved auditor who is eligible under GENE, Part 9.7. The auditor of the fund must audit the accounts.

Part 8.1 Key concepts8.1.1 Accounts

The accounts for a professional investor fund are all of the financial accounts and statements in relation to the fund as prepared by the fund manager of the fund.



8.1.2 Accounting reference dateThe accounting reference date for a professional investor fund means the date stated in the offer document for the fund as the date when the fund’s annual accounting period ends.

8.1.3 Accounting periods(1) A limited professional investor fund must have a half-yearly

accounting period and an annual accounting period that satisfies these rules.

(2) A certified professional investor fund must have an annual accounting period that satisfies these rules.

(3) A half-yearly accounting period starts on the first day of an annual accounting period and ends:

(a) on the day 6 months before the last day of the annual accounting period; or

(b) on another reasonable date stated in the offer document for the limited professional investor fund.

(4) The first annual accounting period:

(a) starts:

(i) on the first day of the initial offer period; or

(ii) if there is not an initial offer period for the professional investor fund — on the date the fund is registered; and

(b) ends on the next accounting reference date unless subrule (5) applies.



(5) If the accounting reference date falls less than 6 months after the start of the first annual accounting period, the fund manager of the professional investor fund may extend the annual accounting period to the next accounting reference date.

(6) Each annual accounting period after the first annual accounting period is for 12 months, starting on the next day after the accounting reference period date and ending on the next accounting reference date, unless subrule (8) applies.

(7) Each annual accounting period or half-yearly accounting period ends at the end of the day worked out under this rule, or if the fund manager of the professional investor fund decides, at the last point on that day at which the fund property is valued.

(8) If the accounting reference date stated in the offer document for a professional investor fund is changed, the fund manager of the fund may extend or shorten the annual accounting period by up to 6 months to end on the next accounting reference date.

(9) Before extending or shortening an annual accounting period under subrule (5) or (8), the fund manager of the professional investor fund must:

(a) consult the auditor of the fund; and

(b) give the Regulatory Authority reasonable notice.

(10) If the annual accounting period is extended under subrule (5) or (8) and this results in a longer than usual period before the publication of reports to fund investors for the professional investor fund, the fund manager of the fund must, during the period, make summary



information about the investment activities of the fund available to fund investors for the fund.

8.1.4 Audited accountsThe audited accounts for a professional investor fund are the full accounts for the professional investor fund as audited by the auditor of the fund.

8.1.5 Eligible auditorA person is an eligible auditor if the person is eligible to be the auditor of the professional investor fund under GENE, Part 9.7 as applied by rule Part 8.68.6.1 (7).

8.1.6 QCF approved auditorA QFC approved auditor means a person:

(a) who is approved by the QFC Authority to act as an auditor; and

(b) whose name is entered in the register of auditors maintained by the QFC Companies Registration Office.



Part 8.2 Records8.2.1 Legal and regulatory requirement to keep records

(1) The fund manager of a professional investor fund must make the records necessary to enable the fund manager of the fund:

(a) to comply with the following:

(i) these rules;

(ii) the other provisions of the law applying in the QFC in relation to the fund;

(iii) the other provisions of the law applying in the QFC in relation to the fund manager as a fund manager of a professional investor or as an operator of a collective investment fund;

(b) in the case of a QFC fund manager — to comply with any other provisions of the law applying in the QFC to the fund manager as an authorised firm; and

(c) to demonstrate, at all times, whether the fund manager of the fund has complied with the requirements set out in paragraphs (a) and (b).

(2) The fund manager of the professional investor fund must keep records made for this rule for at least 10 years after the day the records are made.

(3) The fund manager of the professional investor fund must, at the request of the Regulatory Authority or the auditor of the fund:



(a) make records kept under this rule available for inspection by the Regulatory Authority or the auditor of the fund (as the case may be) within a reasonable period of not longer than 3 days; and

(b) provide a copy of any of the records to the Regulatory Authority or the auditor of the fund (as the case may be), in the requested form (if any), within a reasonable period of not longer than 3 days.

(4) The fund manager of the professional investor fund must not charge for making records available, or providing a copy of any records, under subrule (3).Note 1 GENE, Chapter 6 contains provisions about record-keeping and how

records must be maintained. These requirements will apply to all QFC fund managers.

Note 2 CIPR, Chapter 8 requires authorised firms to maintain complete and readily accessible records about instructions from customers. These requirements apply to QFC fund managers of limited professional investor funds.



Part 8.3 Reports8.3.1 Fund manager of limited professional investor fund must

prepare annual and half-yearly reports(1) The fund manager of a limited professional investor fund must

prepare a report, in accordance with this Part, for each:

(a) annual accounting period; and

(b) half-yearly accounting period.

(2) However, if the first annual accounting period is less than 12 months, a half-yearly report need not be prepared for that period.

8.3.2 Fund manager of certified professional investor fund must prepare annual reportsThe fund manager of a certified professional investor fund must prepare a report, in accordance with this Part, for each annual accounting period.

8.3.3 Time limit for preparing reports(1) An annual report must be prepared within 4 months after the day

each annual accounting period ends.

(2) A half-yearly report must be prepared within 3 months after the day each half-yearly accounting period ends.



8.3.4 Contents of annual reports — funds other than umbrella fundsAn annual report for a professional investor fund other than an umbrella fund must contain the following:

(a) the audited accounts for the annual accounting period;

(b) the fund manager’s report (under rule Part 8.58.5.1) for the annual accounting period;

(c) the auditor’s report (under rule Part 8.68.6.2) for the annual accounting period.Note See also rule Part 7.57.5.5 about reporting

requirements for transactions with affected persons.

8.3.5 Contents of annual reports — umbrella funds(1) An annual report for an umbrella fund must be prepared for the

umbrella fund as a whole and must contain the following:

(a) for each subfund of the umbrella fund:

(i) the audited accounts for the subfund for the annual accounting period; and

(ii) the fund manager’s report (under rule Part 8.58.5.1) for the subfund for the annual accounting period;

(b) an aggregation of all the accounts required by paragraph (a);

(c) the auditor’s report (under rule Part 8.68.6.2) for the umbrella fund for the annual accounting period.

(2) If the Regulatory Authority permits it, the umbrella fund need not comply with the requirement in subrule (1) (b).



(3) In addition to complying with subrule (1), the fund manager of the umbrella fund may prepare a further annual report for any 1 or more individual subfunds.

(4) A report under subrule (3) for a subfund must contain the following:

(a) the audited accounts for the subfund for the annual accounting period;

(b) the fund manager’s report (under rule Part 8.58.5.1) for the subfund for the annual accounting period;

(c) the auditor’s report (under rule Part 8.68.6.2) for the professional investor fund for the annual accounting period.

8.3.6 Contents of half-yearly reports(1) A half-yearly report for a limited professional investor fund, or a

subfund of an umbrella fund that is a limited professional investor fund, must contain:

(a) the accounts for the half-yearly accounting period; and

(b) the fund manager’s report (under rule Part 8.58.5.1) for the half-yearly accounting period.

(2) If the limited professional investor fund is an umbrella fund, the fund manager may choose whether the half-yearly report is prepared for the fund as a whole, for each individual subfund, or both.



8.3.7 Providing copies of annual report to Regulatory AuthorityThe fund manager of a professional investor fund must give a copy of a report prepared in accordance with this Part to the Regulatory Authority within 21 days after the day the report is prepared.

8.3.8 Providing copies of reports to fund investors and other interested parties

(1) The fund manager of a professional investor fund must make reports, prepared in accordance with this Part, available free of charge:

(a) to a person who is to become a fund investor for the fund before the person acquires, or contracts to acquire, a unit in the fund; and

(b) to a fund investor for the fund:

(i) before the fund investor for the fund acquires, or contracts to acquire a further unit in the fund; or

(ii) at any other time on request.

(2) If the fund is an umbrella fund, any report given under subrule (1) or (2) may be a report prepared under rule 8.3.5 (3) for the relevant subfund.

(3) However, the fund manager of the professional investor fund must also give the person a copy of the report prepared under rule 8.3.5 (1) for the umbrella fund as a whole if the person asks for it.



Part 8.4 Accounts

Division 8.4.A Accounting standards

8.4.1 Accounting standards — generalSubject to rule 8.4.2, the fund manager of a professional investor fund must prepare and maintain the accounts for the fund in accordance with IFRS, US GAAP or other principles or standards approved in writing by the Regulatory Authority.

8.4.2 Accounting standards — Islamic fundsA fund manager of a professional investor fund that is an Islamic fund must prepare and maintain the accounts in accordance with the accounting standards of AAOIFI or any other accounting standards approved in writing by the Regulatory Authority.

Division 8.4.B Requirements in relation to accounts

8.4.1 Requirements in relation to accountsThe fund manager of a professional investor fund must ensure that the accounts for the fund give a true and fair view of:

(a) the net income and the net gains and losses on the fund property of the professional investor fund (or subfund) for the annual accounting period; and

(b) the financial position of the fund (or subfund) as at the end of the annual accounting period.



Part 8.5 Fund manager’s report8.5.1 Fund manager’s report

The fund manager of a professional investor fund must prepare a report (the fund manager’s report) for a period that includes the following:

(a) a review of the investment activities of the fund (or subfund) during the period against the offer document for the fund applying to the period;

(b) particulars of any fundamental or significant change in relation to the fund (or subfund) since the date of the fund manager’s last report;

(c) any other information that would enable fund investors for the fund to make an informed judgment on the development of the activities of the fund (or subfund) during the period and the results of those activities as at the end of the period.



Part 8.6 The role of the auditor

Division 8.6.A The auditor

8.6.1 Appointment and removal of auditor(1) The fund manager of a professional investor fund must ensure that

there is, at all times, an auditor of the fund.

(2) Accordingly, a person must be appointed as the auditor of the fund in accordance with the constitutional document for the fund from time to time.

(3) The auditor of a professional investor fund must be:

(a) an eligible auditor (see rule 8.1.5); and

(b) a QFC approved auditor (see rule 8.1.6).

(4) The audit fees of the auditor are as decided by the fund manager of the professional investor fund.

(5) The fund manager of the professional investor fund may remove the auditor at any time.Note Under GENE, rule 9.7.3A, as applied by subrule (7), an auditor’s term

is limited to 5 years.

(6) The power under subrule (5) has effect despite anything in any agreement between the auditor and the fund manager of the professional investor fund, or the fund, or both.



(7) GENE, Part 9.7 applies to the appointment and removal of the auditor of the professional investor fund as if the fund were an authorised firm.

8.6.2 Auditor’s reportThe fund manager of a professional investor fund must ensure that the auditor of the fund prepares a report (the auditor’s report) to the fund investors for the fund for an annual accounting period that includes the following statements:

(a) whether, in the auditor’s opinion, the accounts have been properly prepared in accordance with these rules and the fund documents for the fund;

(b) whether, in the auditor’s opinion, the accounts give a true and fair view of:

(i) the net income and the net gains or losses of the fund property for the annual accounting period; and

(ii) the financial position of the fund as at the end of the annual accounting period;

(c) whether the auditor is of the opinion that proper accounting records for the fund have been kept and whether the accounts are in agreement with the accounting records;

(d) whether the auditor has been given all the information and explanations that, to the best of the auditor’s knowledge and belief, are necessary for the purposes of the audit;



(e) whether the auditor is of the opinion that the information given in the fund manager’s report for the annual accounting period is consistent with the accounts.

8.6.3 Information required by auditorThe fund manager of a professional investor fund must, on request, immediately, but within 1 business day, give the auditor of the fund the information and explanations in relation to the fund that the auditor reasonably requires.Examples — meaning of ‘within 1 business day’1 If the auditor requests information or explanations on a business day, the

fund manager of the fund must give the auditor the information or explanations immediately, but on that day.

2 If the auditor requests information or explanations on a day that is not a business day, the fund manager of the fund must give the auditor the information or explanations immediately, but by no later than the next business day.



Chapter 9 Islamic fundsIntroductory note for Chapter 9

This Chapter imposes a requirement on a professional investor fund, or a subfund of an umbrella fund to have a Shari’a Supervisory Board if it is an Islamic fund.

9.1.1 Islamic fundA professional investor fund is an Islamic fund if the constitutional document for the fund states that the fund is an Islamic fund.Note The following provisions must be complied with in relation to Islamic

funds:

Rule Part 8.48.4.2 (Accounting standards — Islamic funds)

Schedule 1 (Constitutional document content — limited professional investor fund), rule S1.3 (Islamic funds)

Schedule 2 (Offer document content — limited professional investor fund), rule S2.3 (1) (g)

Schedule 3 (Offer document content — certified professional investor fund), rule S3.1 (1) (x).

9.1.2 Islamic fund must have supervisory board(1) The fund manager of a professional investor fund that is an Islamic

fund must ensure that there is, at all times, a Shari’a Supervisory Board for the Islamic fund.

(2) Any decision relating to the appointment or dismissal of a member of the Shari’a Supervisory Board, or to a change affecting the board, must be made by the fund manager of the professional investor fund.



(3) CTRL, Part 9.3 applies to a professional investor fund that is an Islamic fund as if:

(a) the professional investor fund were an authorised firm to which the Part applies;

(b) a reference to the authorised firm or its governing body were, subject to subrule (2), a reference to the professional investor fund or the fund manager of the fund, as the context requires; and

(c) all other necessary changes were made.



Chapter 10 Fees10.1.1 Fees

(1) An applicant (under rule Part 4.14.1.1) for registration of a professional investor fund under these rules must pay the Regulatory Authority an application fee of the relevant amount.

(2) The fee must be paid when the application is filed with the Regulatory Authority.

(3) The Regulatory Authority may also, by written notice given to the applicant, require the applicant to pay a supplementary fee to the authority not later than the time stated in the notice if it expects to incur substantial costs in processing the application.

(4) If subrule (2), or a notice under subrule (3), is not complied with, the application is taken not to have been made until the fee is paid.

(5) The fee is non-refundable, whether or not the application is successful.

(6) In this rule, relevant amount, for a fund, means:

(a) if the fund is not an umbrella fund, or is an umbrella fund with only 1 subfund — US$ 2,000; or

(b) if the fund is an umbrella fund with 2 or more subfunds — whichever is the lesser of the following:

(i) US$ 1,000 x number of subfunds;

(ii) US$ 10,000.



10.1.2 Annual fees(1) The fund manager of a professional investor fund must pay the

Regulatory Authority an annual fee for each year that the fund is registered.

(2) The annual fee for the first year of registration is the amount calculated as follows:

relevant amount x whole months in year after day of registration

12

(3) The annual fee for the first year of registration must be paid within 21 days after the day the fund is registered.

(4) The annual fee for a subsequent year of registration is:

(a) if the fund is not an umbrella fund, or is an umbrella fund with only 1 subfund — US$ 2,000; or

(b) if the fund is an umbrella fund with 2 or more subfunds — whichever is the lesser of the following:

(i) US$ 1,000 x number of subfunds;

(ii) US$ 10,000.

(5) The annual fee for a subsequent year of registration must be paid on or before 1 January in the year.

(6) If the annual fee is not paid in accordance with this rule, the amount of the fee is increased by 1% for each month, or part of a month, that it remains unpaid after the date it became payable.

(7) Subrule (6) does not limit any action that the Regulatory Authority may take if an annual fee is not paid in accordance with this rule.



10.1.3 Waiver, reduction and refund of feesThe Regulatory Authority may, if it considers it equitable to do so:

(a) reduce or waive all or part of a fee payable under this Chapter; or

(b) refund all or part of a fee paid under this Chapter.



Chapter 11 Other provisions11.1.1 Restitution orders for breach of relevant requirement

(1) A person may apply to the QFC Court for a restitution order if:

(a) the person suffers loss or damage as a result of a breach of a relevant requirement in relation to a professional investor fund; and

(b) the person is:

(i) an individual acting otherwise than in the course of conducting a regulated activity; or

(ii) another person acting otherwise than in the course of conducting business of any kind.

Note This rule is made under FSR, article 65.

(2) In subrule (1), a person breaches a relevant requirement in the circumstances described in FSR, article 84.



11.1.2 Requirement for notices(1) If a provision of these rules authorises or requires any notice or

other document to be served on, or information to be given to, any person (other than the Regulatory Authority), (whether the word ‘serve’, ‘give’, ‘notify’, ‘send’ or ‘tell’, or some other word, is used), the document or information must be served or given in a legible form.

(2) For subrule (1), any form is a legible form if the form:

(a) is consistent with the knowledge that the person serving the document, or giving the information, has about how the recipient of the document or information wishes or expects to receive it;

(b) can be provided in a durable medium by the person serving the document or giving the information;

(c) enables the recipient to know or record the time of receipt; and

(d) is reasonable in the context.

(3) In these rules, any requirement that a document be signed may be satisfied by an electronic signature or electronic evidence of assent.

11.1.3 CDRS — fund investors for certified professional investor funds not eligible to apply to the Independent AdjudicatorDespite CDRS, rule 8, a person who is (or was) a fund investor for a certified professional investor fund is not eligible to apply to the Independent Adjudicator.



Schedule 1 Constitutional document content

(See rule Part 5.15.1.2)

S1.1 Name of professional investor fundA statement of:

(a) the name of the professional investor fund;

(b) whether the fund is a limited professional investor fund or a certified professional investor fund; and

(c) the legal form of the fund.

S1.2 Information about the professional investor fundA statement that:

(a) the professional investor fund is a collective investment fund established in the QFC;

(b) the constitutional document is governed by the law applying in the QFC in relation to professional investor funds; and

(c) units in the fund can only be recorded in the register of fund investors in the name of:

(i) if the fund is a limited professional investor fund — 200 persons (or a stated lesser number of persons); or

(ii) if the fund is a certified professional investor fund — 100 persons (or a stated lesser number of persons).



S1.3 Islamic fundsFor an Islamic fund:

(a) a statement that the professional investor fund is an Islamic fund and consequently that its entire business operations are conducted in accordance with Shari’a; and

(b) a statement providing details of its Shari’a Supervisory Board.

S1.4 Investment objectives and policyThe following statements:

(a) a statement of the investment objectives of the professional investor fund (including its financial objectives) and, in particular:

(i) the types of investments in which it (and, if applicable, each subfund) may invest; and

(ii) the fund’s investment strategies, including its approach to borrowing and gearing;

(b) that the object of the fund is to invest in investments of those types with the aim of spreading investment risk and giving investors for the fund the benefits of the investments;

(c) a statement of the fund’s policy for achieving its investment objectives.

S1.5 Duration of limited fundsIf the duration of the professional investor fund is limited, a statement to that effect, of the duration of the fund and, if appropriate, of any conditions for extending the duration of the fund.



S1.6 Statement of no liability for fund investors(1) A provision that:

(a) a fund investor for the professional investor fund is not liable to make any further payment for a unit after paying the price for the unit; and

(b) no further liability can be imposed on the investor for the fund in relation to the unit.

(2) A provision that the fund investors for the professional investor fund are not liable for:

(a) the debts or other liabilities of the fund; or

(b) acts or omissions of the fund manager of the fund.

S1.7 Fees, charges and other expenses of fundEach of the following statements:

(a) that fees, charges and other expenses in relation to the professional investor fund may be taken out of fund property;

(b) a statement of how the amounts of fees, charges and other expenses are to be calculated.

S1.8 Classes of unitsA statement of:

(a) the classes of units that may be issued for the professional investor fund;



(b) for an umbrella fund — the classes of units that may be issued for each subfund of the fund; and

(c) the rights attaching to units in each class, including any provision for the expression of the rights in 2 or more denominations.

S1.9 Income and capital distribution(1) A statement providing details of the following:

(a) the distribution policy of the professional investor fund;

(b) the person responsible for calculating, transferring, allocating and distributing income or capital for any class of unit in issue during an accounting period;

(c) any provision for payment of income or capital and when income or capital must be distributed.

(2) If relevant, a provision for income equalisation.

S1.10 Investment and borrowing restrictions(1) A statement providing details of all investment restrictions applying

to the professional investor fund or, if there are no restrictions, a statement to that effect.



(2) A statement providing details of all borrowing restrictions applying to the professional investor fund or, if there are no restrictions, a statement to that effect.

S1.11 Management of borrowing risks A statement providing details of how any risks posed by borrowings of the professional investor fund are to be managed.

S1.12 Valuation and pricingA statement setting out the policies and procedures established for the purpose of conducting proper valuations of the fund property.

S1.13 Base currencyA statement of the base currency of the professional investor fund.

S1.14 Functions of fund manager (1) A statement providing details of the functions of the fund manager

of the professional investor fund under these rules.

(2) A statement providing the process to:

(a) remove the fund manager of the professional investor fund; and

(b) appoint a new fund manager of the fund.

S1.15 MeetingsA statement providing details of the following:

(a) the procedures for calling meetings of fund investors for the professional investor fund;



(b) resolutions and voting at meetings of investors for the fund;

(c) the voting rights of investors for the fund;

(d) the matters that require the approval of investors for the fund;

(e) the matters that require the approval of an ordinary resolution;

(f) the matters that require the approval of a special resolution.

S1.16 Other statements and provisions for professional investor funds that are companiesIf a professional investor fund takes the legal form of a company incorporated under the Companies Regulations 2005, the following statements:

(a) if the fund is an open-ended fund:

(i) a statement that the fund is an open-ended company with variable share capital; and

(ii) a provision authorising the allocation of redeemable shares without limit by reference to the fund’s net asset value at the relevant time;

(b) a statement providing particulars of the fund’s capital structure, including the maximum and minimum sizes of the fund’s capital;



(c) a statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant class of units.

S1.17 Other statements and provisions for professional investor funds that are partnershipsIf a professional investor fund takes the legal form of a limited partnership registered under the Partnership Regulations 2007, a statement that the partnership agreement:

(a) is binding on each fund investor for the fund as if the fund investor for the fund had been a party to it; and

(b) authorises and requires the fund manager of the fund to do everything required or permitted of it by its terms.

S1.18 Assets other than cash for issue or redemptionIf relevant, a statement authorising payment for the issue or redemption of units in the professional investor fund to be made by the transfer of assets other than cash.

S1.19 Suspension and winding-upA statement providing details of:

(a) the grounds on which the fund manager of the professional investor fund may initiate a suspension of the fund; and

(b) the methodology for working out the rights of fund investors for the fund to participate in the fund property on winding-up.



S1.20 Amendment of constitutional documentA statement providing details of how the constitutional document may be amended.

S1.21 Documents evidencing title to unitsA statement providing details of any documents evidencing title to units.

S1.22 Limits on unit issue and redemptionFor an open-ended fund and if relevant, a statement providing details of:

(a) the issue of units of any particular class may be limited; and

(b) the provisions relating to any restrictions on the right to redeem units of any class.

S1.23 Conflicts of interests with affected personsProvisions for managing conflicts of interests (or potential conflicts of interest) in transactions by the fund manager of the professional investor fund with affected persons in relation to the fund property.

S1.24 Fundamental and significant changesProvisions providing:

(a) for approval by, or adequate consultation with, fund investors for the professional investor fund about fundamental changes in relation to the fund; and

(b) appropriate notice to fund investors for the fund about significant changes in relation to the fund.



S1.25 Other relevant mattersA statement providing details of the matters:

(a) necessary to enable the professional investor fund and the fund manager of the fund to obtain any privilege or power provided in these rules that is not otherwise provided in the constitutional document; and

(b) otherwise required by these rules to be provided in the constitutional document.



Schedule 2 Offer document content — limited professional investor fund

(see rule Part 5.25.2.2)

S2.1 Mandatory statement about offer document(1) The following statement prominently displayed on the first page

(not including any cover page) of the offer document for the limited professional investor fund:

‘This offer document relates to a limited professional investor fund established in the Qatar Financial Centre and registered by the Qatar Financial Centre Regulatory Authority (the Regulatory Authority) as a limited professional investor fund.

The Regulatory Authority is not responsible for reviewing or verifying this offer document or any related documents. The Regulatory Authority has not approved this offer document or any related documents nor has the Regulatory Authority taken any steps to verify the statements, information or provisions in this offer document or any related documents. The Regulatory Authority takes no responsibility for the accuracy of statements, information or provisions in this offer document or any related documents.

The units in the fund to which this offer relates may be difficult, and take some time, to sell. Payment of redemption proceeds may also be delayed.



Returns from units can go down as well as up and you may also lose all or part of your investment.

Past performance of units is not a reliable indication of the future performance.

Prospective purchasers of the units offered in the fund should conduct their own due diligence and consider seeking independent legal and financial advice before deciding to invest in the fund.

This offer document is intended for distribution only to a limited type of investor (a ‘professional investor’ as defined in the Regulatory Authority’s Professional Investor Fund Rules 2021) and must not be given to, or relied on, by anyone else.’.

(2) If the limited professional investor fund is a closed-ended fund, the following additional paragraph must be inserted in the statement after the 3rd paragraph of the statement:

‘This fund is a closed-ended fund and there is no obligation for the fund manager of the fund to redeem units in the fund.’.

S2.2 Document statusA statement that the document is the offer document of the limited professional investor fund as at a particular date.

S2.3 Description of limited professional investor fund(1) The following information and statements in relation to the structure

of the limited professional investor fund:

(a) the name of the fund, and the address of its registered office in the QFC;



(b) that the fund is registered as a limited professional investor fund under the Professional Investor Fund Rules 2021;

(c) that the number of fund investors for the fund must not exceed 200 persons (or a stated lesser number);

(d) that the laws in the QFC apply to the fund;

(e) the legal form of the fund;

(f) whether the fund is an open-ended or a closed-ended fund;

(g) if the fund is an Islamic fund — that the fund is an Islamic fund and that all operations of the fund will be conducted in accordance with Shari’a;

(h) that the fund investors are not liable for:

(i) the debts and other liabilities of the fund; or

(ii) acts or omissions of the fund manager;

(i) if the fund has not started to operate — when the fund is expected to start to operate;

(j) if the duration of the fund is limited — a statement to that effect, an indication of the duration of the fund and, if appropriate, of any conditions for extending the duration of the fund;

(k) the base currency of the fund;

(l) if the fund is a company incorporated under the Companies Regulations 2005:

(i) its capital structure, including the maximum and minimum sizes of its capital; and



(ii) details of the authorised and issued shares including (if applicable) any existing initial, founder or management shares in the fund;

(m) if applicable, any minimum initial investment in the fund;

(n) that any notice or other document may be served on the fund manager of the fund at its registered office in the QFC;

(o) the circumstances in which the fund may be wound up and a summary of the procedure for, and the rights of the fund investors for the fund under, a winding-up;

(p) the governing law for the fund (if appropriate).

(2) The following additional information in relation to the limited professional investor fund:

(a) the date of incorporation or establishment of the fund;

(b) details of the principal rights and restrictions attaching to the units in the fund, including with respect to currency, voting rights, certificates, and entry in registers;

(c) if applicable, an indication of stock exchanges or markets where units in the fund are, or are to be, listed or dealt in;

(d) the procedures and conditions for the issue and sale of units in the fund;

(e) the procedures and conditions for the redemption or purchase of units in the fund and the circumstances in which dealing in units in the fund may be suspended;



(f) a description of the intentions with respect to the declaration of dividends or distributions on the units in the fund;

(g) a description of the policy and procedures for calculating the net asset value of the fund;

(h) disclosure of any expected material involvement by the fund manager or investment adviser in the valuation of the fund property;

(i) a description of the rules applicable to the determination of prices for issue (or sale) and redemption (or purchase), the frequency of dealings and the places where information about the prices may be obtained;

(j) a description of the potential conflicts of interest between the fund, the fund manager of the fund and its service providers;

(k) a statement confirming the power to enter into side letters that:

(i) bind the fund;

(ii) contain any terms the effect of which is to provide a fund investor for the fund (investor A) with more favourable treatment than other fund investors for the fund who hold units in the fund in the same class as investor A;

(iii) the terms enhance investor A’s ability to redeem units of that class, or make a determination as to whether to redeem units of that class; and

(iv) the terms might reasonably be expected to put the other fund investors for the fund at a material disadvantage in



connection with the exercise of their rights to redeem units in the fund;

(l) whether the fund is registered or licensed (however described), or intends to be registered or licensed, in any jurisdiction or with any supervisory or regulatory authority outside the QFC.

(3) The following information and statements in relation to financial reports for the limited professional investor fund:

(a) the accounting reference date for the fund;

(b) details of the nature and frequency of financial reports to be distributed to fund investors for the fund;

(c) the principles or standards in accordance with which the fund manager of the fund must prepare and maintain the accounts for the fund.

S2.4 Investment objectives and policy (1) Sufficient information to enable a fund investor for the limited

professional investor fund to ascertain the following:

(a) the fund’s investment objectives (including its financial objectives) and, in particular:

(i) the types of investments in which it (and, if applicable, each subfund) may invest; and

(ii) the fund’s investment strategies, including its approach to borrowing and gearing;



(b) the fund’s policy for achieving its investment objectives, including:

(i) the general nature of the portfolio and any intended specialisation;

(ii) any policy for the spreading of risk in the fund property; and

(iii) the policy in relation to the exercise of borrowing powers;

(c) a description of any restrictions in the assets in which investments may be made;

(d) the extent (if any) to which the investment policy does not envisage the fund property remaining fully invested at all times;

(e) the fund’s policy for managing any risks posed by borrowings of the fund.

Note Rule 5.2.1 (4) (General information requirements) requires the offer document to contain information in relation to:

(a) the merits and risks of investing in the fund; and(b) the extent and characteristics of the risks accepted by investing in

the fund.

(2) Details of any borrowing restrictions applying to the limited professional investor fund.

(3) For investments in immovables, the following information:

(a) the jurisdictions where immovables in which the limited professional investor fund may invest are located;



(b) the fund’s policy in relation to insurance of immovables forming part of the fund property;

(c) the fund’s policy in relation to granting options over immovables in the fund property and the purchase of options on immovables.

(4) If intended, a statement that the fund property may consist of units in any type of collective investment fund established in the QFC, or any similar or equivalent arrangement that is registered in another jurisdiction (the second fund) that is managed by or operated by the fund manager of the limited professional investor fund or a person in the same group as the fund manager of the fund, and a statement about:

(a) the basis of the maximum amount of the charges in relation to transactions in the second fund; and

(b) the extent to which the charges will be reimbursed to the fund.

(5) If intended, a statement that stock lending arrangements or repo agreements may be entered into for the limited professional investor fund, the procedures that must be applied in relation to them and the collateral that must be required.

S2.5 Distributions, accounting dates etc(1) Relevant details of accounting and distribution dates (including the

accounting reference date), and a description of the procedures:

(a) for calculating and applying income and capital (including how any distributable income and capital is paid); and



(b) relating to unclaimed distributions.

(2) Details of the main taxes levied in the limited professional investor fund’s income and capital, including tax (if any) deducted on distributions to fund investors.

S2.6 Characteristics of units in the limited professional investor fundInformation about the following:

(a) if there are 2 or more classes of units in issue or available for issue in the limited professional investor fund — the name of each class and the rights attached to each class so far as they differ from the rights attached to other classes;

(b) how fund investors may exercise their voting rights and what these are;

(c) if mandatory redemption or conversion of units in the fund from a class to another class may be required — in what circumstances that may be required;

(d) if applicable, the circumstances where conversion from one class of units to another is not permitted;

(e) if applicable, the terms on which a unit in one class may be converted to a unit in another class.

S2.7 Fund managerThe following information about the fund manager of the limited professional investor fund:

(a) its name;



(b) the nature of its legal status;

(c) the date and place of its incorporation;

(d) whether it is a QFC fund manager or a State fund manager;

(e) the address of its registered office in the QFC or its principal place of business in the State;

(f) if it is a subsidiary — the name of its ultimate parent entity and the jurisdiction where the parent entity is incorporated;

(g) if the duration of its legal status is limited — when its legal status will or may cease;

(h) if it has share capital — the amount of its issued share capital and how much is paid up;

(i) a summary of its functions under these rules in relation to the fund;

(j) its arrangements for safeguarding the fund property and its use of agents and service providers;

(k) a summary of the material provisions of the contracts to which it is a party in relation to the fund that may be relevant to its fund investors, including provisions (if any) relating to remuneration, remuneration sharing, termination, compensation on termination, and indemnity;

(l) in the case of a QFC fund manager — a summary of any outsourcings entered into by it under CIPR in relation to the fund;



(m) the policy of the fund manager of the fund in relation to the fund manager of the fund holding units in the fund.

S2.8 Details of entities involved with the affairs of the fund(1) The following information:

(a) the following information in relation to the investment adviser for the limited professional investor fund (if any):

(i) its name and address;

(ii) whether it is an authorised firm;

(iii) the name of each person who is a director, or principal, or who otherwise occupies a senior management role in the entity constituting the investment adviser for the fund and details of the experience of each person;

(iv) if it conducts a significant activity other than providing advice to the fund as an investment adviser for the fund — details of the activity;

(v) a summary of the material provisions of the contracts to which it is a party in relation to the fund that may be relevant to its fund investors, including provisions (if any) relating to remuneration, remuneration sharing, termination, compensation on termination and indemnity engaging the services of the investment manager for the fund;

(b) the name and address of the auditor of the fund;

(c) the name and address of the legal advisers for the fund;



(d) the name and address of the entity responsible for calculating and producing the net asset value of the fund;

(e) the name and address of the entity responsible for registrar and transfer services for the fund;

(f) the name, address and main business activity of any custodian or sub-custodian, for the fund, and the name of any regulatory authority under which it operates;

(g) the name and address of principal prime broker for the fund, and the name of any regulatory authority under which it operates;

(h) the name, address and duties of any other person with significant involvement in the affairs of the fund.

(2) Address means the address of the entity’s principal place of business.

S2.9 Fund directors and senior management(1) The following information in relation to the management of the

limited professional investor fund:

(a) for a fund that takes the legal form of a company incorporated under the Companies Regulations 2005 — the names and addresses of the directors of the company, including details of their experience; or

(b) for a fund that takes the legal form of a limited partnership registered under the Partnership Regulations 2007 — the names and addresses of at least 2 directors or persons holding



positions of senior management in the fund manager for the fund.

S2.10 Obtaining documentsDetails of the address in the QFC where and when each of the following documents (or copies of the documents) may be inspected, or copies obtained:

(a) the constitutional document for the limited professional investor fund;

(b) any amending or supplemental instruments;

(c) the most recent annual report;

(d) the register of fund investors.

S2.11 Payments out of fund property(1) The payments that may be made out of the fund property to any

person, whether by way of remuneration or charges for services, or reimbursement of expenses.

(2) For each category of remuneration, charges or expenses, the following information:

(a) the current rates or amounts of the remuneration, charges or expenses;

(b) how the remuneration, charges or expenses must be calculated and accrue and when they must be paid;



(c) if notice has been given to fund investors for the limited professional investor fund of the intention of the fund manager of the fund to:

(i) introduce a new category of remuneration for its services;

(ii) increase the basis of any current charge; or

(iii) change the basis of the treatment of a payment from the capital property;

particulars of that introduction, increase or change and when it will take place;

(d) the types of any other charges and expenses that may be taken out of the fund property;

(e) if all or part of the remuneration or expenses is to be treated as a charge to capital:

(i) that fact; and

(ii) the basis of the charge that may be treated as a capital charge.

S2.12 Dealing(1) For an open-ended fund, details of the following:

(a) the dealing days, and times on a dealing day, when the fund manager of the limited professional investor fund must receive instructions to issue or redeem units;

(b) the procedures for the following:

(i) the issue and redemption of units;



(ii) the settlement of transactions;

(c) the initial offer period and how it ends;

(d) the steps required to be taken by a fund investor for the fund in redeeming units before the fund investor for the fund can receive the proceeds of the redemption, including any relevant notice periods and the circumstances in which, and periods for which, payment may be deferred;

(e) the circumstances in which the redemption of units may be deferred, limited or suspended and how fund investors for the fund must be notified if this happens;

(f) how fund investors for the fund must be notified when the redemption of units is no longer deferred, limited or suspended;

(g) details of the minimum number, percentage or value of each class of units in the fund that:

(i) any single person may hold; and

(ii) may be subject of any single transaction of issue or redemption;

(h) if relevant, the circumstances in which the fund manager for the fund may arrange for, and the procedure for, the issue or redemption of units otherwise than in cash;

(i) the circumstances in which the issue of units in any class may be limited and the procedures relating to this, including the conditions to be met for the issue of units in the class.



(2) For a closed-ended fund, details of the following:

(a) the initial offer period and how it ends;

(b) details of the minimum number, percentage or value of each type of unit in the fund that any single person may hold.

S2.13 Exit arrangementsA statement of whether there are exit arrangements for fund investors in the limited professional investor fund and, if so, a description of the arrangements.

S2.14 Valuing and pricing(1) A provision stating that there must be only a single forward price for

any unit in the limited professional investor fund calculated from time to time by reference to a particular valuation point.

(2) For an open-ended fund, details about the following:

(a) how frequently, and at what times of the day, the fund property must be regularly valued to calculate the price at which units in the limited professional investor fund may be issued or redeemed, and a description of any circumstances in which the fund property may be specially valued;

(b) how the value of the fund property must be calculated in relation to each purpose for which it must be valued;

(c) how the price of units in the fund in each class must be calculated.



(3) For a closed-ended fund, details about the following:

(a) how frequently the fund property must be valued;

(b) the circumstances in which a special valuation of the fund property may be made;

(c) how the value of the fund property must be calculated in relation to each purpose for which it must be valued.

S2.15 Issue and redemption chargesIf the fund manager of the limited professional investor fund makes any charges on the issue and redemption of units in the fund, details of the charging structure and how notice of any increase must be provided to the fund investors in the fund.

S2.16 Additional information for feeder fundsFor a limited professional investor fund that is a feeder fund, the following information:

(a) a prominent risk warning to alert fund investors for the fund to the fact that they may be subject to higher fees arising from the layered investment structure;

(b) details of the fees arising at the level of the feeder fund itself and the fund (or subfunds of umbrella funds) to which its investments are dedicated.



S2.17 Additional information for fund of fundsFor a limited professional investor fund that is a fund of funds, the following information:

(a) a prominent risk warning to alert fund investors for the fund to the fact that they may be subject to higher fees arising from the layered investment structure;

(b) details of the fees arising at the level of the fund of funds itself and, to the extent known, the funds (and subfunds of umbrella funds) to which its investments are dedicated.

S2.18 Additional statements and information for property fundsFor a limited professional investor fund that is a property fund, the following statements and information:

(a) the nature of the commitment that fund investors for the fund will enter into;

(b) if the fund is an open-ended fund — a prominent risk warning that refers to the particular circumstances in property markets that can cause difficulties in meeting redemptions;

(c) details of transactions or agreements entered into, or proposed to be entered into, with affected persons;

(d) full particulars of the nature and extent of the interest (if any) of affected persons in the immovables owned, or proposed to be acquired, by the fund;



(e) details of significant fund investors for the fund and the number or percentage of units held, or proposed to be held, by each of them;

(f) a statement to explain the standards according to which property valuations are conducted for the fund;

(g) the maximum percentage of the fund’s net asset value at any time that may consist of property-related assets that are not traded or dealt in on markets provided for in the constitutional document for the fund;

(h) the maximum percentage of the fund’s net asset value at any time that may be invested in any single immovable and, if applicable, the conditions under which the fund may depart from this restriction;

(i) the maximum percentage of the fund’s net asset value at any time that may consist of immovables that are unoccupied and non-income producing or in the course of substantial development, redevelopment or refurbishment;

(j) the maximum percentage of the fund’s net asset value at any time that may be invested in immovables that are subject to a security interest held otherwise than by the fund manager of the fund or its nominee or delegate.



S2.19 Information on umbrella fundsFor a limited professional investor fund that is an umbrella fund, the following information:

(a) that a fund investor for the fund may exchange units in one subfund for units in any other subfund (other than a subfund that has limited the issue of units);

(b) that an exchange of units in one subfund for units in another subfund is treated as a redemption and issue;

(c) that a fund investor for the fund who exchanges units in one subfund for units in any other subfund does not have the right to withdraw from or cancel the transaction;

(d) the policy for allocating between subfunds any assets of, or costs, charges and expenses payable out of, fund property that are not attributable to any particular subfund;

(e) what charges (if any) may be made on exchanging units in one subfund for units in another subfund;

(f) for each subfund — the currency in which the fund property attributed to it must be valued, and the price of units calculated and payments made, if this currency is not the base currency of the umbrella fund;

(g) for an umbrella fund that takes the legal form of a company incorporated under the Companies Regulations 2005 and that is not a protected cell company (within the meaning of those regulations) — that the subfunds are not ‘ring-fenced’ and, if the umbrella fund cannot meet liabilities attributable to any



particular subfund out of the assets attributable to that subfund, the remaining liabilities may have to be met out of the assets attributable to other subfunds;

(h) for an umbrella fund that takes the legal form of a company incorporated under the Companies Regulations 2005 and that is a protected cell company (within the meaning of those regulations) — that the subfunds are ‘ring-fenced’ and, if the umbrella fund cannot meet liabilities attributable to any particular subfund out of the assets attributable to that subfund, the remaining liabilities may not be met out of the assets attributable to other subfunds, but may instead be met out of the non-cellular assets of the protected cell company or otherwise in accordance with those regulations (or both).

S2.20 Application of offer document contents to umbrella fundFor an umbrella fund, information, statements and provisions required must be provided:

(a) for each subfund if the information, statements or provisions for one subfund differ from those for any other; and

(b) for the umbrella fund as a whole, but only if the information, statements or provisions are relevant to the umbrella fund as a whole.



Schedule 3 Offer document content — certified professional investor fund

(see rule Part 5.25.2.2)

S3.1 Contents of offer documentThe offer document for a certified professional investor fund must including information relating to the fund, including the following:

(a) the name of the fund, and the address of its registered office in the QFC;

(b) the date of incorporation or establishment of the fund (indicating whether or not the duration is limited);

(c) that the minimum investment of each fund investor for the fund is equal to or greater than QR 400,000;

(d) that the number of fund investors for the fund must not exceed 100 (or a stated lesser number);

(e) a statement of the place where copies of the constitutional document and any annual reports may be inspected and obtained;

(f) the accounting reference date for the fund;

(g) if the fund is a company incorporated under the Companies Regulations 2005 — details of the authorised and issued shares



including (if applicable) any existing initial, founder or management equity interests;

(h) details of the principal rights and restrictions attaching to the units in the professional investor fund, including with respect to currency, voting rights, circumstances of winding up or dissolution, certificates, and entry in registers;

(i) if applicable, an indication of stock exchanges or markets where the equity interests are, or are to be, listed or dealt in;

(j) the procedures and conditions for the issue and sale of units in the fund;

(k) the procedures and conditions for the redemption or purchase of units in the fund and the circumstances in which dealing in units in the fund may be suspended;

(l) a description of the intentions with respect to the declaration of dividends or distributions on the units in the fund;

(m) a description of the fund’s investment objectives, investment policy and any limitations on that investment policy;

(n) a description of the fund’s material risks and an indication of any techniques and instruments or borrowing powers which may be used;

(o) a description of the policy and procedures for calculating the net asset value of the fund;



(p) disclosure of any expected material involvement by the fund manager or investment adviser in the valuation of the fund property;

(q) a description of the rules applicable to the determination of prices for issue (or sale) and redemption (or purchase), the frequency of dealings and the places where information about the prices may be obtained;

(r) information about the manner, or calculation of remuneration of the fund manager of the fund, the investment adviser for the fund and any other servicer providers receiving or likely to receive fees from the fund;

(s) a description of the potential conflicts of interest between the fund, the fund manager of the fund and its service providers;

(t) a statement confirming the power to enter into side letters that:

(i) bind the fund;

(ii) contain any terms the effect of which is to provide a fund investor for the fund (investor A) with more favourable treatment than other fund investors for the fund who hold units in the fund in the same class as investor A;

(iii) the terms enhance investor A’s ability to redeem units of that class, or make a determination as to whether to redeem units of that class; and

(iv) the terms might reasonably be expected to put the other fund investors for the fund at a material disadvantage in



connection with the exercise of their rights to redeem units in the fund;

(u) whether the fund is registered or licensed (however described), or intends to be registered or licensed, in any jurisdiction or with any supervisory or regulatory authority outside the QFC;

(v) details of the nature and frequency of financial reports to be distributed to fund investors for the fund;

(w) the principles or standards in accordance with which the fund manager of the fund must prepare and maintain the accounts for the fund;

(x) if the fund is an Islamic fund — that the fund is an Islamic fund and that all operations of the fund will be conducted in accordance with Shari’a.

S3.2 Mandatory statement about offer documentThe following statement prominently displayed on the first page (not including any cover page) of the offer document for the certified professional investor fund:

‘This offer document relates to a certified professional investor fund established in the Qatar Financial Centre and registered by the Qatar Financial Centre Regulatory Authority (the Regulatory Authority) as a certified professional investor fund.

The Regulatory Authority is not responsible for reviewing or verifying this offer document or any related documents. The Regulatory Authority has not approved this offer document or any related documents nor has the Regulatory Authority taken any steps



to verify the statements, information or provisions in this offer document or any related documents.

The Regulatory Authority takes no responsibility for the accuracy of statements, information or provisions in this offer document or any related documents.’.

S3.3 Fund directors and management(1) The following information:

(a) for a professional investor fund that takes the legal form of a company incorporated under the Companies Regulations 2005 — the names and addresses of the directors of the company, including details of their experience;

(b) for a fund that takes the legal form of a limited partnership registered under the Partnership Regulations 2007 — the names and addresses of at least 2 directors or persons holding positions of senior management in the fund manager for the certified professional investor fund.

(2) Address means the address of the person’s principal place of business.

S3.4 Details of entities involved with the affairs of the fund(1) The following information:

(a) the following information in relation to the fund manager of the certified professional investor fund, and (if applicable) the investment adviser for the certified professional investor fund:

(i) its name and address;



(ii) whether it is an authorised firm;

(iii) the name of each person who is a director, or principal, or who otherwise occupies a senior management role in the entity constituting the investment adviser for the fund and details of the experience of each person;

(iv) if it conducts a significant activity other than providing advice to the fund as an investment adviser for the fund — details of the activity;

(v) a summary of the material provisions of the contracts to which it is a party in relation to the fund that may be relevant to fund investors for the fund, including provisions (if any) relating to remuneration, remuneration sharing, termination, compensation on termination and indemnity engaging the services of the investment adviser for the fund;

(b) the name and address of the auditor of the fund;

(c) the name and address of the legal advisers for the fund;

(d) the name and address of the entity responsible for calculating and producing the net asset value of the fund;

(e) the name and address of the entity responsible for registrar and transfer services for the fund;

(f) the name, address and main business activity of any custodian or sub-custodian, for the fund, and the name of any regulatory authority under which it operates;



(g) the name and address of principal prime broker for the fund, and the name of any regulatory authority under which it operates;

(h) the name, address and duties of any other person with significant involvement in the affairs of the fund.

(2) Address means the address of the entity’s principal place of business.

S3.5 Document statusA statement that the document is the offer document of the certified professional investor fund as at a particular date.

S3.6 Additional informationThe following additional information and statements in relation to the structure of the certified professional investor fund:

(a) that the fund is registered as a certified professional investor fund under the Professional Investor Fund Rules 2021;

(b) that the laws in the QFC apply to the fund;

(c) the legal form of the fund;

(d) if the fund has not started to operate — when the fund is expected to start to operate;

(e) the base currency of the fund;

(f) whether the fund is an open-ended or a closed-ended fund;

(g) whether the fund is an umbrella fund, and if so, details of the subfunds;



(h) that the fund investors are not liable for:

(i) the debts and other liabilities of the fund; or

(ii) acts or omissions of the fund manager.

(i)



Schedule 4 Certified Professional Investor Declaration

(See rule Part 2.12.1.3)

I, ___________________________(name of individual) confirm that I have received and read the offer document for the ___________________________ (name of certified professional investor fund).

I confirm that I am eligible to be a fund investor in a certified professional investor fund) because:

(a) I have the knowledge and experience in financial and business matters as would enable me to properly evaluate the merits and risks of the certified professional investor fund;

(b) My net worth is in excess of QAR 4 million;

(c) I understand that it is my responsibility to consider if I should seek independent professional advice in relation to this fund;

(d) I understand that units in a closed-ended fund may not be readily redeemable or transferable, or there may not be an active market for such units. In such cases, I understand that I may have to hold this investment until such time as the fund is wound up, and this may involve me holding this investment for a substantial period of time;

(e) I understand that if, according to the fund documents for the fund, the fund may employ leverage, that the fund may borrow funds, and that any such borrowing exposes the fund to capital



risk and interest costs that may reduce the value of an investment in the fund;

(f) I understand that I will not have the benefit of the protection and remedies available under the Qatar Financial Centre Regulatory Authority’s (“QFCRA”) Customer and Investor Protection Rules, and that I will not have recourse to the Customer Dispute Resolution Scheme operated by the QFCRA; and

(g) I understand that this declaration does not restrict any legal recourse or remedy that may be available to me under the laws of the Qatar Financial Centre.

Dated:_________________________

Signed:_________________________



Glossary(see rule 1.1.5)

AAOIFI means the Accounting and Auditing Organisation for Islamic Financial Institutions.

accounting reference date has the meaning given by rule Part8.18.1.2.

accounts has the meaning given by rule Part 8.18.1.1.

affected person has the meaning given by rule Part 7.57.5.1.

AML/CFTR means the Anti-Money Laundering and Combatting the Financing of Terrorism Rules 2019.

annual accounting period means the annual accounting period for a professional investor fund that satisfies rule Part 8.18.1.3.

annual report means a report prepared for a professional investor fund for an annual accounting period in accordance with Chapter 8.

articles of association, for a professional investor fund that takes the legal form of a company incorporated under the Companies Regulations 2005, means the articles of association of the company as amended from time to time.

associated person, for a person (A), means any of the following:

(a) if A is a legal person — a legal person in the same group as A;

(b) any other person whose business or domestic relationship with A might reasonably be expected to give rise to a community of



interest between them that may involve a conflict of interest in engaging with third parties.

audited accounts has the meaning given by rule Part 8.18.1.4.

auditor’s report has the meaning given by rule Part 8.68.6.2.

authorisation means an authorisation granted under FSR, Part 5.

authorised firm means a person that has an authorisation.

base currency, for a professional investor fund, means the currency stated in the constitution document for the fund as the base currency of the fund.

borrowing, for a professional investor fund, includes any arrangement (including a combination of derivatives) designed to achieve a temporary injection of money into the fund property in the expectation that the amount will be repaid.

breach includes, but is not limited to, fail or refuse to comply with.

business day means a day that is not a Friday, Saturday, or a public holiday or bank holiday in Qatar.

capital property, for a professional investor fund, means the fund property, other than income property and any amount in the distribution account (if any).

CDRS means the Customer Dispute Resolution Scheme Rules 2019.

certified professional investor has the meaning given by rule Part2.12.1.3.

certified professional investor fund has the meaning given by rule Part 1.21.2.3.



CIPR means the Customer and Investor Protection Rules 2019.

class, for a professional investor fund, means:

(a) a particular class of units in the fund; or

(b) if the fund is an umbrella fund:

(i) all the units relating to a single subfund of the fund; or

(ii) a particular class of units relating to a single subfund of the fund.

closed-ended fund has the meaning given by rule Part 1.21.2.5 (2).

COLL means the Collective Investment Schemes Rules 2010.

collateral:

(a) in relation to a stock lending arrangement or repo agreement, means:

(i) a transfer of assets (otherwise than by way of a sale) subject to a right of the transferor to have transferred back to it the same, or equivalent, assets; or

(ii) a letter of credit;

if the assets are transferred, or the letter of credit is issued, to secure the performance of a party to the transaction; and

(b) in any other case — means any form of security, guarantee or indemnity provided by way of security for the discharge of any liability arising from a transaction.



collective investment fund is an arrangement that is a collective investment fund under FSR, other than an arrangement that is not a collective investment scheme under COLL, Schedule 1.Note 1

FSR, Schedule 3, Part 3, paragraphs 6.2 to 6.6 provide as follows:

6.2 Subject to paragraphs 6.5 and 6.6, a collective investment fund is any arrangement:

(1) the purpose or effect of which is to enable persons taking part in the arrangements (the participants) to participate in or receive profits or income arising from the acquisition, holding, management or disposal of property or sums paid out of such profits or income;

(2) that meets the property condition in paragraph 6.3 and the investment condition in paragraph 6.4.

6.3 An arrangement will meet the property condition referred to in paragraph (2) if:

(1) the arrangement is made with respect to property of any description, including money, whether the participants become owners of the property or any part of it or otherwise; and

(2) any of the participants do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or give directions in respect of the property.

6.4 An arrangement will meet the investment condition referred to in paragraph 6.2 if:

(1) the contributions of the participants and the profits or income out of which payments to be made are pooled; or

(2) the property is managed as a whole by or on behalf of the operator of the scheme.



6.5 Arrangements for such pooling as is mentioned in paragraph 6.4 (1) in relation to separate parts of the property are not to be regarded as constituting a single collective investment fund unless the participants are entitled to exchange rights in one part for rights in another.

6.6 The Regulatory Authority may make rules specifying the circumstances in which particular arrangements do not constitute a collective investment fund for the purposes of paragraph 6.1.

Note 2 Schedule 1 of COLL specifies circumstances in which particular arrangements do not constitute collective investment schemes (referred to as funds in FSR).

Note 3 The participants referred to in FSR are referred to as fund investors in these rules.

constitutional document, for a professional investor fund, has the meaning given by rule Part 5.15.1.1.

contract for differences means the specified product described in FSR, Schedule 3, Part 3, paragraph 9.

contract of insurance means the specified product described in FSR, Schedule 3, Part 3, paragraph 10.

controlled function has the meaning given by FSR, article 41 (2).

corporation includes, but is not limited to, all of the following:

(a) a company;

(b) a limited partnership;

(c) a limited liability partnership.

CTRL means the Governance and Controlled Functions Rules 2020.

customer has the meaning given by CIPR.



day means a period of 24 hours starting at midnight.

deal means buy, sell, otherwise acquire, subscribe for or underwrite property or offer or agree to do so, either as principal or agent, and includes, for an investment that is a contract of insurance, carry out the contract.

dealing costs has the meaning given by rule Part 7.47.4.2.

dealing day has the meaning given by rule Part 7.37.3.1 (2).

dealing in investments means the regulated activity described in FSR, Schedule 3, Part 2, paragraph 4.

debt instrument means the specified product described in FSR, Schedule 3, Part 3, paragraph 2.

dedicated, for investments of a professional investor fund, means intended that the fund investors for the fund should participate or receive:

(a) profits or income arising from the acquisition, holding, management or disposal of investments of that kind; or

(b) amounts paid out of profits or income mentioned in paragraph (a).

derivative means a future, option or contract for differences.

dilution has the meaning given by rule Part 7.47.4.1.

dilution adjustment has the meaning given by rule Part 7.47.4.2.

dilution levy has the meaning given by rule Part 7.47.4.2.



distribution account, for a professional investor fund, means the account (if any) to which the income property must be transferred as at the end of each annual accounting period.

document means a record of information in any form (including electronic form), and includes, for example, all of the following:

(a) anything in writing or on which there is writing;

(b) anything on which there are figures, marks, numbers, perforations, symbols or anything else having a meaning for individuals qualified to interpret them;

(c) a drawing, map, photograph or plan;

(d) any other item or matter (in whatever form) that is, or could reasonably be considered to be, a record of information.

effect of dilution has the meaning given by rule Part 7.47.4.2.

eligible auditor as the meaning given by rule Part 8.18.1.5.

employee of a person (A), means an individual:

(a) who is employed or appointed by A, whether under a contract of service or services or otherwise; or

(b) whose services are, under an arrangement between A and a third party, placed at the disposal and under the control of A.

entity means any kind of entity, and includes, for example any person.

exercise a function means exercise or perform the function.



feeder fund means a professional investor fund dedicated to investments in a single other collective investment fund, or arrangement similar or equivalent to a collective investment fund that is registered in another jurisdiction.

forward price has the meaning given by rule Part 7.37.3.2 (4).

function means any function and includes, but is not limited to, any authority, obligation, duty or power.

fund document means either or both of the following:

(a) the constitutional document for a professional investor fund;

(b) the offer document for a professional investor fund.

fund investor, for a professional investor fund, has the meaning given by rule Part 2.12.1.1.

fund manager of a professional investor fund has the meaning given by rule Part 3.13.1.1.

fund manager’s report has the meaning given by rule Part 8.58.5.1.

fund of funds means a professional investor fund dedicated to investments in 2 or more of the following:

(a) collective investment funds;

(b) subfunds of umbrella funds that are collective investment funds;

(c) arrangements similar or equivalent to collective investment funds that are registered in another jurisdiction.

fund property: the fund property of a professional investor fund is the property held for or in the fund.



future means the specified product described in FSR, Schedule 3, Part 3, paragraph 8.

GENE means the General Rules 2005.

governing body, of an entity, means its board of directors, committee of management or other governing body (whatever it is called).

group means the following:

(a) a legal person (A);

(b) any parent entity of A;

(c) any subsidiary (direct or indirect) of A or of any parent entity of A.

half-yearly accounting period means the half-yearly accounting period for a limited professional investor fund that satisfies rule Part8.18.1.3.

half-yearly report means a report prepared for a limited professional investor fund for a half-yearly accounting period in accordance with Chapter 8.

IFRS means the International Financial Reporting Standards.

income equalisation, for a professional investor fund, means a capital amount that, in accordance with a power in the constitutional document, is included in an allocation of income for a unit in the fund issued during the accounting period in relation to which the income allocation is made.



income property, for a professional investor fund, means all amounts considered by the fund manager of the fund, after consultation with the fund’s auditor, to be of the nature of income received or receivable in relation to the fund property, other than any amount in the distribution account (if any).

INAP means the Interpretation and Application Rules 2005.

INDI means the Individuals (Assessment, Training and Competency) Rules 2014.

initial offer has the meaning given by rule Part 6.26.2.2 (2).

INMA means the Investment Management and Advisory Rules 2014.

instrument means an instrument of any kind, and includes (for example) any writing or other document.

investment means any investment, including (but not limited to) any asset, right or interest.

investment adviser has the meaning given by rule Part 7.57.5.2.

Islamic fund has the meaning given by rule Part 9.19.1.1.

issue, of a unit in a professional investor fund, means the issue of a new unit in the fund by the fund manager of the fund.

jurisdiction means any kind of legal jurisdiction, and includes, but is not limited to, all of the following:

(a) the State;

(b) a foreign country (whether or not an independent sovereign jurisdiction), or a state, province or other territory of such a foreign country;



(c) the QFC or a similar jurisdiction.

larger denomination share has the meaning given by rule Part6.26.2.5 (3).

legal person means an entity (other than an individual) on which the legal system of a jurisdiction confers rights and imposes duties, and includes, for example, any entity that can engage in property transactions.Examples1 a company

2 any other corporation

3 a partnership, whether or not incorporated

4 an association or other undertaking, whether or not incorporated.

limited professional investor fund has the meaning given by rule Part 1.21.2.2.

maintained has the meaning given by rule Part 6.36.3.1 (2).

managing investments means the regulated activity described in FSR, Schedule 3, Part 2, paragraph 10.

money means any form of money, including (but not limited to) cheques and other payable orders.

month means calendar month.

net asset value has the meaning given by rule Part 7.37.3.2.

net asset value per unit has the meaning given by rule Part 7.37.3.3.

offer document, for a professional investor fund, has the meaning given by rule Part 5.25.2.1.



open-ended fund has the meaning given by rule Part 1.21.2.5 (1).

operating a collective investment fund means the regulated activity described in FSR, Schedule 3, Part 2, paragraph 12.

option means the specified product described in FSR, Schedule 3, Part 3, paragraph 7.

ordinary resolution, for a professional investor fund or a class of units in a fund, means a resolution passed at a general meeting of the fund or a separate meeting of the fund investors of that class of units for the fund if:

(a) notice indicating the intention to propose the resolution was properly given; and

(b) the resolution passed by a simple majority of the votes validly cast (whether as a show of hands or on a poll) for or against the resolution at the meeting.

parent entity, for a legal person (A), means any of the following:

(a) a legal person that holds a majority of the voting power in A;

(b) a legal person that is a member of A (whether direct or indirect, or though legal or beneficial entitlement) and alone, or together with 1 or more legal persons in the same group, holds a majority of the voting power in A;

(c) a parent entity of any legal person that is a parent entity of A.

partnership agreement for a professional investor fund that takes the legal form of a limited partnership registered under the Partnership Regulations 2007 means the partnership agreement of the limited partnership as amended from time to time.



person means:

(a) an individual (including an individual occupying an office or position from time to time); or

(b) a legal person.

price of a unit in a professional investor fund, means the price of the unit calculated in accordance with these rules.

PROF means these rules.

professional investor has the meaning given by rule Part 2.12.1.2.

professional investor fund has the meaning given by rule Part1.21.2.1.

property means any estate or interest (whether present or future, vested or contingent, or tangible or intangible) in immovables or property of any other kind, and includes, for example:

(a) money of any currency;

(b) bonds, securities, shares, and other negotiable or non-negotiable instruments of any kind;

(c) any right to interest, dividends, or other income, on or accruing from or generated by immovables or property of any other kind;

(d) any other things in action;

(e) any other charge, claim, demand, easement, encumbrance, lien, power, privilege, right, or title, recognised or protected by the law of any jurisdiction over, or in relation to, immovables or property of any other kind; and



(f) any other documents evidencing title to, or to any interest in, immovables or property of any other kind.

property fund: a fund, or subfund of an umbrella fund, is a property fund if the fund or subfund is dedicated to investments in immovables.

property-related assets means either of the following:

(a) shares, debt instruments or warrants issued by an entity if a substantial activity of the entity relates to investment in immovables;

(b) securities receipts that give rights in relation to an investment mentioned in paragraph (a).

QFC means the Qatar Financial Centre.

QFC approved auditor as the meaning given by rule Part 8.18.1.6.

QFC Court means the Qatar Financial Centre Civil and Commercial Court.

QFC fund manager of a professional investor fund has the meaning given by rule Part 3.23.2.1 (1).

redemption, of a unit in a professional investor fund, means the redemption of an existing unit by the fund manager of the fund on behalf of the fund.

register of fund investors has the meaning given by rule Part6.36.3.1.

regulated activity means an activity that is a regulated activity under FSR.



Regulatory Authority means the Qatar Financial Centre Regulatory Authority.

remuneration means any form of remuneration, and includes benefits of any kind.

repo agreement means an agreement:

(a) between a seller and buyer for the sale of securities, under which the seller agrees to repurchase the securities, or equivalent securities, from the buyer on an agreed date and, usually, for a stated price; or

(b) between a buyer and seller for the purchase of securities, under which the buyer agrees to resell the securities, or equivalent securities, to the seller on an agreed date and, usually, for a stated price.

rules means any rules made by the Regulatory Authority, and includes:

(a) any standard, principle or code of practice made by the Regulatory Authority; and

(b) any other instrument made or in force under any rules, standard, principle or code of practice made by the Regulatory Authority.

security means any of the following:

(a) a share;

(b) a debt instrument;

(c) a warrant;



(d) a securities receipt;

(e) a unit in a collective investment fund.

securities receipt means the specified product described in FSR, Schedule 3, Part 3, paragraph 5.

sell an investment means sell the investment in any way, and includes the following:

(a) dispose of the investment for valuable consideration;

(b) for an investment consisting of rights under a contract:

(i) surrender, assign or convert the rights for valuable consideration; or

(ii) assume the corresponding rights under the contract for valuable consideration;

(c) for an investment consisting of rights under an arrangement — assume the corresponding liabilities under the arrangement for valuable consideration;

(d) for any other investment — issue or create the investment or grant the rights or interests of which it consists.

share means the specified product described in FSR, Schedule 3, Part 3, paragraph 1.

Shari’a Supervisory Board, of an Islamic fund, means the board constituted for the Islamic fund under rule Part 9.19.1.2.

smaller denomination share has the meaning given by rule Part6.26.2.5 (3).



special resolution, for a professional investor fund, or a class of units in a professional investor fund, means a resolution passed at a general meeting of the fund or a separate meeting of fund investors for the fund for that class of units in the fund if:

(a) notice indicating the intention to propose the resolution as a special resolution was properly given; and

(b) the resolution was passed by a majority of at least 75% of the votes validly cast (whether as a show of hands or on a poll) for or against the resolution at the meeting.

specified product means an investment or other type of product that is a specified product under FSR.

the State means the State of Qatar.

State fund manager of a professional investor fund has the meaning given by rule Part 3.33.3.1.

stock lending arrangement means an arrangement between a person (the borrower) and another person (the lender) under which:

(a) the lender transfers securities to the borrower otherwise than by way of sale; and



(b) a requirement is imposed on the borrower to transfer back to the lender, otherwise than by way of sale, securities in the same quantity, with the same rights, and of the same type and nominal value, as the transferred securities (or, if agreed between the borrower and lender, assets into which the transferred securities have been transformed following a stock split, consolidation, conversion, merger, takeover, redemption or similar event).

subfund, of an umbrella fund, has the meaning given by rule Part1.21.2.6 (2).

subsidiary: a legal person (A) is a subsidiary of another legal person (B) if B is a parent entity of A.

substitute fund: a collective investment fund is a substitute fund in relation to a professional investor fund if the collective investment fund is any of the following:

(a) another professional investor fund;

(b) a subfund of an umbrella fund;

(c) a collective investment scheme registered in the QFC;

(d) a subscheme of an umbrella scheme registered in the QFC.

umbrella fund has the meaning given by rule Part 1.21.2.6 (1).

unit, in a professional investor fund, has the meaning given by rule Part 6.16.1.1 (1).

US GAAP means generally accepted accounting principles in the United States.

valuation point has the meaning given by rule Part 7.37.3.1 (1).



warrant means the specified product described in FSR, Schedule 3, Part 3, paragraph 4.

writing means any form of writing, and includes, for example, any way of representing or reproducing words, numbers, symbols or anything else in legible form (for example, by printing or photocopying).

year means calendar year.
