Funds
OMAHA offers comprehensive fund administration services, fund set up and fund structuring services for traditional and alternative investment funds, including hedge funds, private equity and venture capital funds, real estate funds, asset managers, private banks, family offices and high net worth individuals.
Advantages of Funds set up in Mauritius
Investment Funds
An Investment Fund can be structured as a company, a protected cell company, a variable cell company, a trust, a limited partnership, foundation or any other legal entity prescribed or approved by the Mauritius Financial Services Commission (FSC). Funds can either be :
A CIS is often referred to as an Open-Ended Fund and will be incorporated under the laws of Mauritius as a Private Company or Public Company with limited liability by shares.
To operate as a CIS, the licensed GB company will also have to seek authorization from the FSC to obtain an Activity Licence.
The aim is to pool capital from accredited investors or institutional investors and to infuse such funding in a variety of assets, with complex portfolio-construction and risk management techniques thus diversifying its investment risk and at the same time ensure an absolute return objective.
CIS (Expert Fund)
A CIS (Expert Fund) is normally an Open-ended Fund and will be incorporated under the laws of Mauritius as a Public Company with limited liability by shares.
A CIS (Expert Fund) whose shares or interests are only offered to Expert Investors, ie, investors who make an initial investment, for their own account, of no less than USD100,000, or Sophisticated Investors (including the government bodies, a bank, fund manager or insurer, a CIS, a closed-end fund etc).
A CIS (Expert Fund) is set up mainly to invest in portfolios of securities, or other financial assets, real property or non-financial assets, subject to the approval of the FSC. It has, as its principal feature, an obligation to redeem the investors’ shares at their request (at a price corresponding to the net asset value of that participant’s investments).
CIS (Protected Cell Company)
(applicable for both CIS & CEF)
A Protected Cell Company (“PCC”) is a master fund and a single legal entity comprising a core cell and several non-core cells. PCC allows segregation of risks as well as the assets and liabilities of each cell and are hence legally protected from the failure of the other non-core cell.
PCCs in Mauritius are governed by the Protected Cell Companies Act 1999 and are widely used by CIS and CEF, insurance businesses, external pension schemes and private equity companies for the following main reasons:
– An indefinite number of cells can be established;
– Simplifies administration and reduces the costs of operation;
– Regulatory compliance is for one legal entity, and
– Ring-fencing of risks and losses, among others.
The PCC allows for more security and flexibility for international investment structuring.
A PCC may be set up as a newly incorporated entity, conversion of an existing company into a PCC (provided the Constitution of company authorizes the conversion) or continuation of a company incorporated in a foreign jurisdiction being registered as a PCC to conduct activities in Mauritius, provided it satisfies the requirements as prescribed in the Companies Act 2001 and the Protected Cell Companies Act 1999.
Global Scheme
A global scheme is mostly suited for a CIS targeted at retail investors (an individual or non-professional investor). The FSC may grant an authorisation for a global scheme provided that the CIS holds a GB Licence, appoints a CIS administrator which has a place of business in Mauritius and provides such information and documentation that the FSC may request.
The Global Scheme is AIFs which are essentially accessible to the public.
The Global Scheme is a fully-regulated fund and is subject to investment restrictions and investment practices as laid down in the Securities (Collective Investment Schemes and Closed-end Funds) Regulation 2008.
Such scheme is also subject to frequent reporting obligations.
Professional CIS
(applicable to both CIS & CEF)
A Professional CIS is a CIS whose shares or interests are offered by way of private placement or only to sophisticated investors (including the government bodies, a bank, fund manager or insurer, a CIS, a closed-end fund etc).
Specialised CIS
(applicable to both CIS & CEF)
Specialised CIS invests in high-risk or illiquid assets such as real estate, derivatives, digital assets, commodities or other product subject to authorization of the FSC.
A CEF is a typical vehicle which will be incorporated under the laws of Mauritius as a Private Company with limited liability by shares.
A CEF is an arrangement or a scheme which, as opposed to a CIS, has no obligation to redeem an investor’s shares at their request, ie, CEFs are characterised by the fact that investors do not have control on when and how they exit the Fund.
Like CIS, CEFs are formed to invest funds in a portfolio of securities or in other financial or non-financial assets, or real property, subject to the approval of the FSC.
A CEF is where funds are pooled from investors who have committed to the Fund. CEF are the preferred fund structure for private equity funds and are set up for different purposes, sectors, and geographical regions, with a limited life and liability, enabling the Fund Manager or Investment Advisor to apply the funds, develop investees, create the ESG impact, exit and provide a return to the investors.
| VITAL INFO | |
|---|---|
| Fund | A Fund is an entity whose business is to invest mainly in securities by diversifying investment risk and giving its investors the advantage of a management team to manage the pooled funds. |
| Open-End Fund | It has variable capital where investors are permitted to redeem their shares at predetermined times, according to the constitutive documents. The Net Asset Value (“NAV”) would be calculated based on an agreed period by the Fund normally it would be daily, weekly, monthly or fortnightly. |
| Closed-End Fund | It would have a fixed capital commitment. Investors would not have the right to call for their shares to be redeemed by the fund. The fund may have a limited life after which the assets are distributed to investors upon dissolution. |
| Incorporation requirements | Approval by the FSC is required before commencing any business. First, the following information should be submitted to the FSC:
Then, FSC will review the application pack and if in order, they will issue an ‘in principle’ approval to enable all constitutive documents be finalised and the Fund be incorporated. The draft Constitutive documents to be sent to the FSC are as follows:
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| Fund Manager | A Mauritius GB company (required for an open end fund) or as a licenced fund manager in an equivalent jurisdiction. The licence of a CIS Manager states that it shall be engaged solely in the business of management of CIS, unless otherwise authorised. The Mauritius Fund Manager vehicle can be set up with a CIS manager (obligatory for open-end funds, optional for closed-end funds) or an Investment Adviser (Unrestricted) licence. The Investment Adviser (Unrestricted) licence specifies that the Fund Manager will be authorised only to manage, under a mandate, portfolios of securities and give advice on securities transactions through printed materials or any other means. |
