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Contents of Marketing Materials - Registered Private Funds_____________________________________________________________________________

Rule

Contents of Marketing Material –Registered Private Funds
1.

2.

Statutory Authority
1.1.

This Rule is issued pursuant to section 34 of the Monetary Authority Law(2020 Revision) (“MAL”), which provides that the Cayman Islands MonetaryAuthority (the “Authority”) may, after private sector consultation, issue oramend rules or statements of principle or guidance concerning the conduct oflicensees and their officers and employees, and any other persons to whom
and to the extent that the regulatory laws may apply.

1.2.

This Rule should also be read in conjunction with the Authority’s Rules on theCalculation of Asset Values for Registered Private Funds.

Objective
2.1.

3.

Scope
3.1.

4.

To set out the Authority’s Rule on the Contents of Marketing Material ofRegistered Private Funds (each subparagraph of paragraph 5 below referredto as a “Rule,” and collectively, the “Rules”), pursuant to the MAL.

This Rule applies to all funds registered under section 7 of the Private Funds
Law, 2020 (“PFL”) which intend to prepare Marketing Materials other than
Alternative Investment Vehicles.

Definitions
4.1.

Fund means any Private Fund registered under section 7 of the PFL that is not
an Alternative Investment Vehicle.

4.2.

‘NAV Calculation Policy’ means the pricing and valuation practices, policies,
and procedures to calculate a Fund’s NAV that are established and maintainedin accordance with the requirements of the PFL and the Authority’s Rules on
the Calculation of Asset Values for Registered Private Funds.

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5.

4.3.

‘Service Provider’ means a Fund’s Administrator, Auditor, Custodian, Manager,

4.4.

All other capitalised terms used in these Rules shall have the meanings
ascribed to them in the PFL.

investment advisor, Operator, prime broker, Promoter, or registrar, or any of
their delegates with responsibility for the Fund’s portfolio or operations.

Contents of Marketing Material
In addition to any requirements of any other relevant law including the PFL, a Fund’s
Marketing Material shall include information relating to:
5.1.

the Fund, including:(i)the name of the Fund, and the address of its Registered Office in the Cayman
Islands;(ii)

the date of incorporation or establishment of the Fund (indicating whether or
not the duration is limited);(iii)

a statement of the place where copies of the constitution and any annual orperiodic reports may be inspected and obtained;(iv)

the date of the financial year end of the Fund;(v)

for a Fund that is a Company, details of the authorised and issued shares
including, where applicable, any existing initial, founder or management
Investment Interests;(vi)details of the principal rights and restrictions attaching to the Fund’s
Investment Interests, including with respect to currency, voting rights,
circumstances of winding up or dissolution, certificates, entry in registers andother similar details;(vii)

where applicable, an indication of stock exchanges or markets where theInvestment Interests are, or are to be, listed or dealt in;(viii)

the procedures and conditions for the issue and sale of Investment Interests,
including the minimum initial investment or capital commitment;(ix)

the procedures and conditions for the mandatory redemption, or withdrawal_____________________________________________________________________________________________
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Contents of Marketing Materials - Registered Private Funds_____________________________________________________________________________or repurchase of Investment Interests;(x)

a description of the intentions with respect to the declaration of dividends ordistributions on the Investment Interests of the Fund;(xi)

a description of the Fund’s investment objectives, investment policy and any
limitations on that investment policy;(xii)

a description of the Fund’s material risks and an indication of any techniques
and instruments or borrowing powers which may be used;(xiii)a description of the Fund’s NAV Calculation Policy;(xiv)

an explicit description of the potential limitations and conflicts of the NAV
Calculation Policy, and any material involvement by the Manager, a person
who has a Control Relationship with the Manager, the investment advisor orOperator in the pricing of the Fund’s portfolio, or otherwise in the calculation,
determination or production of the NAV;

(xv)

a description of the rules applicable to the determination of issue andredemption, withdrawal or repurchase prices (including the frequency ofdealings) and the places where information as to the prices may be obtained;(xvi)

information concerning the manner, amount and/or calculation ofremuneration to be paid to the Operator, the Administrator, investment
advisor, Manager, Custodian and any other Service Providers receiving or
likely to receive fees from the Fund;(xvii) if applicable, a description of the potential conflicts of interest required to bedisclosed in accordance with section 16(4)(b)(ii), section 17(4)(b)(ii) or
section 18(1)(b)(ii) of the PFL;(xviii) a statement confirming the power to enter into side letters that bind the Fundand that contain any terms the effect of which provide an Investor with morefavourable treatment than other holders of the same class of Investment
Interest enhancing that Investor’s ability either (i) to redeem Investment
Interests of that class or (ii) to make a determination as to whether toredeem Investment Interests of that class, and which in either case mightreasonably be expected to put other holders of Investment Interests of thatclass who are in the same position at a material disadvantage in connection
with the exercise of their redemption or withdrawal rights;_____________________________________________________________________________________________
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Contents of Marketing Materials - Registered Private Funds_____________________________________________________________________________(xix)

a statement if the Fund is registered, licensed or authorised, as the case may
require, (or intends to be registered, licensed or authorised) in any
jurisdiction or with any supervisory or regulatory authority outside theCayman Islands;(xx)details of the nature and frequency of financial reports to be distributed toinvestors;(xxi)

the accounting principles or reporting standards to be adopted in preparing
the Fund’s financial statements;(xxii) the following statement:“THE REGISTRATION OF A FUND BY THE CAYMAN ISLANDS MONETARY AUTHORITY
DOES NOT CONSTITUTE ANY GUARANTEE OR ASSURANCE BY THE AUTHORITY TO
ANY INVESTOR AS TO THE PERFORMANCE OR CREDITWORTHINESS OF THE FUND.
FURTHERMORE, IN REGISTERING A FUND, THE AUTHORITY SHALL NOT BE LIABLE
FOR ANY LOSSES OR DEFAULT OF THE FUND OR FOR THE CORRECTNESS OF ANY
OPINIONS OR STATEMENTS EXPRESSED IN ANY MATERIAL USED TO SOLICIT THE
PURCHASE OF INVESTMENT INTERESTS IN A FUND;
5.2.

For a Fund that is a:(a)company, the names and addresses of the Fund’s Operator, including detailsof their experience;(b)a partnership or a trust, the name(s) and address(es) of the Operator of theFund, and with respect to the Operator, the names and addresses of twodirectors / managers / principals / senior officers of the Operator (unlessthere is only one person who is a director / manager / principal / senior
officer of the Operator, in which case, the name and address of such person).

5.3.

The name and addresses of the Fund’s investment advisor or Manager,
including:(i)the names of directors/ managers/ principals/ senior officers of theinvestment advisor/manager (unless there is only one person who is adirector / manager / principal / senior officer of the investment advisor /manager, in which case, the name of such person), details of their experienceand the addresses of their registered or principal business office or both;_____________________________________________________________________________________________
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6.

(ii)

the material provisions of any contract engaging the services of theinvestment advisor or Manager; and(iii)the material provisions of any law and regulations in the Cayman Islands
governing the Investors’ Interest in the Fund;

5.4.

The name and address of the Fund’s Auditors;

5.5.

The name of the person(s) responsible for calculation and production of NAV,
and responsible for registrar and transfer services, and the address of its
Registered Office or principal business office or both;

5.6.

If applicable, the name of the Fund’s Custodian and any sub-custodian, andthe address of its Registered Office or principal business office or both, andthe main business activity of the Custodian and any sub-custodian, and thename of the regulatory authority under which it operates;

5.7.

If applicable, the name and the Fund’s principal prime broker, and the nameof the regulatory authority under which it operates, if any;

5.8.

The name and address of the Fund’s legal advisors; and5.9.

The names, addresses, and duties of any other persons having significant
involvement in the affairs of the Fund.

Enforcement
6.1.

Whenever there has been a breach of the Rules, the Authority’s regulatory
policies and procedures as contained in its Enforcement Manual will apply, in
addition to any other powers provided in the PFL and the MAL.

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