UCITS passporting in Mauritius

Mauritius, not being a member to the EEA, is not subject to EU UCITS requirements. The main legislations governing funds are the Securities Act 2005 (“Securities Act”), the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 (“Regulations”) and the Financial Services Act 2007. Depending on how the funds have been structured, the Funds will additionally be governed by:  

1. the Companies Act 2001, where the fund is structured as a company;  
2. the Protected Cell Companies Act 1999, where the fund is structured as a protected cell company; 
3. the Limited Partnership Act 2001, where the fund is structured as a limited partnership; 
4. the Trusts Act 2001, where the fund is structured as a trust; and 
5. the Variable Capital Companies Act 2022, where the fund is structured under the Companies Act 2001 as a company, is licensed as a VCC fund and carries out its activities through sub-funds and SPVs. 

The regulatory body of funds is the Mauritius Financial Services Commission (“FSC”). 

Funds are generally authorised as funds and may further be sub-classified as expert funds (which must be a CIS also referred to as open-end fund) or professional CIS (which may either be a collective investment scheme or a closed-end fund) and are available only to sophisticated and expert investors.  

Pre-marketing is not specifically regulated under Mauritius law. 

The regulatory framework in Mauritius does not provide specific rules on the pre-marketing of fund interests. As a general principle, any fund document provided to investors must clearly disclose the nature and status of the document, especially if in draft form and the regulatory status of the person marketing such document, that of the fund and the fund manager. Investors should be warned about reliance on such documents and should only make an investment decision on the final version of the constitutive documents. 

Marketing of fund interest (whether by a local or non-Mauritian fund) to retail investors in Mauritius mandatorily require the holding of an investment intermediary licence (investment dealer licence or an investment adviser licence). 

Retail investors under the Securities Act refers to such category of investors other than sophisticated investors. 

Sophisticated investors under the Securities Act includes: 

1. the government of Mauritius; 
2. a statutory authority or an agency established by an enactment for a public purpose; 
3. a company whose shares are wholly owned by the government of Mauritius, a statutory authority or an agency established by an enactment for a public purpose; 
4. the government of a foreign country, or an agency of that government; 
5. a bank (licensed by the Bank of Mauritius); 
6. a CIS; 
7. a fund manager (licensed by the FSC); 
8. a pension fund or its management company; 
9. a closed-end fund; 
10. an insurer (licensed by the FSC); 
11. an investment adviser (licensed by the FSC); 
12. an investment dealer (licensed by the FSC); 
13. an investor that warrants, at the time of entering into a securities transaction, that:
    1. its ordinary business or professional activity includes the entering into securities transactions, whether as principal or agent; 
    2. for a natural person, the individual net worth or joint net worth with a spouse exceeds USD1 million or its equivalent in another currency; or 
    3. it is an institution with a minimum amount of assets under discretionary management of USD5 million or its equivalent in another currency; and 
14. a person declared by the FSC to be a sophisticated investor.  

Securities of foreign funds may hence be marketed to sophisticated investors (as defined above) or expert investors (being sophisticated investors or an investor making an initial investment of not less than USD 100,00 for his own account) without resorting to the mandatory application for an investment dealer licence or investment adviser licence.  

The FSC has also published a guideline on Advertising and Marketing of Financial Products regulating the advertising and promotion methods which licensed entities must use to market financial products. These guidelines regulate the conduct of the marketing and the content of advertisements and marketing materials which require a certain amount of disclosure and disclaimers on the product and the persons marketing same. 

Additionally, in 2013, the FSC signed a Memorandum of Understanding with the European Securities and Markets Authority (“ESMA MOU”) pursuant to which funds licenced in Mauritius may market in Europe subject to meeting any requirements that may be imposed by the regulator of each EU Member State where the funds are being marketed.  

Save for public offerings, there are no fees payable to the FSC for marketing.