The Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 — Mauritius
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The 2008 Regulations are the product rulebook for Mauritian funds. They set how the Financial Services Commission (FSC) authorises a scheme, and what manager, custodian, prospectus and investment limits it needs. They then adjust the rules by category. A Global scheme stays within the Regulations except where they provide otherwise (regs 3 and 8). Covered closed-end funds, and professional CIS that meet their conditions, are largely exempt from Parts II to X. An expert fund is exempt from all but regs 78 to 81 and Parts I and XII (reg. 81).
Scope and the core mechanism
Every FSC-authorised scheme is covered, Global schemes included (reg. 3). A scheme may be a company limited by shares, a trust or another form the FSC approves (reg. 5). Authorisation runs under section 97 of the Securities Act 2005 (reg. 9). Under reg. 10, a standard scheme must be established under Mauritian law and have a CIS manager and a custodian. A self-managed scheme approved by the FSC needs only the custodian (reg. 10(1)(b)). Its documents must comply, its officers must be fit and proper, and it must meet the minimum-funding rule.
The text then sorts funds into categories, each with its own exemption:
- Global scheme: defined in reg. 2 by reference to a Category 1 Global Business Licence, the wording the consolidation retains. It applies under Sub-Part C instead of regs 9 and 10 (reg. 8), and specific provisions modify the rest.
- Closed-end fund: Sub-Part A covers closed-end funds that are reporting issuers, or that file a prospectus stating an intention to list. These are exempt from Parts II to X unless stated otherwise (reg. 69). Closed-end funds that are not reporting issuers fall under the professional CIS sub-part (reg. 75(2)(a)).
- Professional CIS: a scheme offered only to sophisticated investors or by private placement, and any closed-end fund that is not a reporting issuer (reg. 75).
- Specialised CIS: a scheme investing in real estate, derivatives, commodities or any other product the FSC authorises. The FSC decides case by case which rules apply (reg. 77).
- Expert fund: a fund open only to expert investors (regs 78 to 81).
In practice: the category decides how much of the text applies. A professional CIS keeps its exemption from Parts II to X only while its shares are not resold to the public and it is not listed. Participants must also be told of the resale restriction when they subscribe (reg. 75(3)). It must also notify the FSC 15 days before the offering and file the offering document at the same time (reg. 76(1)).
Key provisions
| Provision | What it says | The practical point |
|---|---|---|
| Minimum funding (reg. 11). | The prospectus must set a minimum subscription of at least 5% of the target raise before the scheme starts operating. | If the minimum is not reached during the first six months of the offering period, subscriptions are returned with any interest earned. The FSC may agree an extension of up to six more months. |
| Global schemes (reg. 17). | A CIS administrator with a place of business in Mauritius must be appointed, and accounting and reporting must be done in Mauritius. | The offering document must carry two set statements in a prominent position: no statutory compensation, and the FSC does not vouch for the fund. |
| Foreign service providers (regs 6(3) and 7(4)). | A Global scheme may appoint a manager and a custodian established abroad, with FSC approval. | Other schemes appoint an FSC-licensed manager with a place of business in Mauritius (reg. 30(1)), unless the FSC allows a company to be managed by its own board (reg. 30(2) to (4)). |
| Custody (regs 21 and 22). | A scheme subject to Part IV must have a custodian at all times. Assets of a scheme other than a Global scheme stay in Mauritius, except where keeping them abroad helps transactions outside Mauritius. | Assets kept abroad under that exception need a sub-custodian (reg. 22(3)). Delegation does not relieve the custodian of its obligations (reg. 22(4)). |
| Manager capital (reg. 38). | A licensed CIS manager keeps stated unimpaired capital of at least MUR 1 million. A CIS administrator keeps MUR 500,000. | Both minimum-capital requirements are continuing obligations, not tests applied only at licensing. |
| Valuation and pricing (reg. 59). | Apart from the first public offering, dealing prices are based on NAV. NAV should preferably be calculated every business day; where the prospectus explains why not, at least weekly or at a frequency the FSC approves. | The prospectus must describe the valuation method, including the method for illiquid assets. |
| Investment limits (reg. 65, reg. 68). | A scheme may not buy a security if, immediately after the purchase, more than 5% of net assets would sit in one issuer (government debt aside). The same test applies to 10% of a class of an issuer's securities and 10% in illiquid assets. It may not buy real estate or mortgages. | The FSC may grant exemptions with prospectus disclosure (reg. 67). Holdings in other schemes are capped at 5% of NAV in aggregate, subject to the feeder route and FSC exemptions in reg. 68(4) and (5). |
| Expert fund (reg. 78, reg. 80). | An expert investor makes an initial investment for its own account of at least US$100,000 or the equivalent in another currency. A sophisticated investor under the Act, or a similarly defined investor under other securities law, also qualifies. | The manager may be non-resident if it holds a CIS manager licence or a licence from a regulator with comparable investor protection (reg. 80(2) and (3)). |
| Expert fund documents (reg. 80(7)). | The offering document states that the fund is for expert investors only and prints the definition and the two FSC statements prominently. | The board or manager must be satisfied that each investor is an expert investor before accepting them (reg. 80(6)). |
Amendment history
| Date | Instrument | What changed |
|---|---|---|
| 6 May 2008 | Regulations made by the Minister. | Deemed in operation from 28 September 2007 (reg. 85). |
| 2012 | Act No. 15 of 2012 (annotation, reg. 6). | Amended regs 6 and 32, which now refer to private pension schemes under the Private Pension Schemes Act 2012. |
| 2013 | GN No. 197 of 2013 and GN No. 240 of 2013 (reg. 6 and reg. 68 annotations). | GN 197 amended reg. 6. GN 240 is noted against reg. 68 on investment in other schemes and feeder funds. |
| 2021 | Act No. 21 of 2021 (annotation, reg. 2). | Amended reg. 2 so that "shares" includes interests in the form of a virtual asset under the Virtual Asset and Initial Token Offering Services Act 2021. |
| 2022 | GN No. 182 of 2022. | Added recognition of foreign schemes through a licensed exchange (reg. 10(2A)) and audited-accounts filing for professional CIS and expert funds (reg. 76(4), reg. 80(8)), among other changes. |
What it works with
The Regulations sit under the Securities Act 2005, and the text cross-refers to its sections for scheme authorisation (s. 97), manager and custodian licences (ss. 98 and 100) and recognition of foreign schemes (s. 101), as regs 6, 7, 9 and 10 show. The FSC's ESG fund disclosure guidelines add rules for authorised schemes whose key investment focus is ESG, meaning at least two-thirds of NAV ESG-focused (para. 2.1). Negative screening alone, or merely integrating ESG considerations, does not qualify (footnote 4). For the size of the Mauritian fund population against other domiciles, see the fund domicile statistics.
For other offshore routes for professional investors, compare the Cayman Mutual Funds Act, the Bermuda Investment Funds Act 2006 and Jersey's Jersey Private Fund regime.
In practice: the FSC's consolidation incorporates amendments only to 15 July 2022, and it states that the Gazette version is authoritative (cover note). Any later Government Notice sits outside the linked text.
To verify
- Later amendments: whether any Government Notice has amended the Regulations since the FSC's 15 July 2022 consolidation.
- Global Business Licence wording: how the reg. 2 reference to a "Category 1 Global Business Licence" maps to the current Global Business Licence under the transitional provisions of the Financial Services Act 2007.
- Sophisticated investor: the definition in section 2 of the Securities Act 2005, which regs 75 and 78 rely on.
- Professional CIS classification: whether the FSC has made rules classifying further schemes as professional CIS under reg. 75(2)(b).
- Specialised CIS rules: whether the FSC has issued specific rules for real estate, derivatives or commodity schemes under reg. 77(3).
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