MAURITIUS Law and Practice Contributed by: Fazil Hossenkhan, Nafiisah Jeehoo, Kelly Li and Alicia Kwan Pang, Bowmans
4. Investors 4.1 Types of Investors in Alternative Funds There is a wide range of investors in Mauritius, includ - ing institutional investors, development finance insti - tutions (DFIs), family offices and financial institutions. DFIs tend to use Mauritius mostly for investments on the African continent. The jurisdiction still needs to work to attract private high net worth investors. 4.2 Side Letters Side letters or side arrangements are permitted and are usually bilateral, standalone agreements that amend the terms of the fund documents between the fund and a particular investor. Some common side letter terms are the following: • most-favoured-nation rights; • right to appoint a member on the advisory board or committee of the fund; • excuse rights in relation to certain type of invest - ments; • co-investment opportunities; • specific reporting rights; • environment, social and corporate governance (ESG); and • disclosure and confidentiality rights. The investor may request that the fund specifically requests its consent before disclosing its name or oth - er information relating to it, or may request that certain confidentiality provisions in the fund documentation be amended or disapplied for such investor. 4.3 Marketing of Alternative Funds to Investors AIFs that have been authorised as PCISs or expert funds can offer their securities to specific types of investors. The following restrictions on offering apply: • an expert fund is only available to either an investor making an initial investment on its own account of no less than USD100,000, or a sophisticated inves - tor or any similarly defined investor in the securities legislation of another country; and
3.7 Outsourcing of Investment Functions/ Business Operations Fund managers can outsource some of their business operations; however, the core investment activities must remain vested in the fund manager. A fund manager typically appoints investment advis - ers to provide advisory services in the jurisdiction of the investee companies and fund administrators to provide back-office accounting, NAV computation and registry services. These advisory agreements will need to be submitted to the FSC for vetting and approval. 3.8 Local Substance Requirements As a general rule, a fund manager must have appropri - ate qualified staff and directors who are fit and proper persons. In terms of local substance, a fund manager seeking to benefit from the partial-exemption regime must employ, either directly or indirectly, an adequate number of appropriately qualified persons to conduct its core income-generating activities. The number of these local employees must be commensurate with the nature and level of activities of the fund manager. 3.9 Change of Control Any change in ownership or acquisition of shares in the fund manager requires the prior approval of the FSC. It is also customary that the constitutive documents of a fund provide that the prior approval of investors (of a prescribed threshold) be required for a change in There are no specific regulatory requirements or limi - tations with regard to AI. However, it is important to adhere to existing frameworks for data privacy and other relevant regulations. 3.11 Anticipated Changes for Fund Managers There are no anticipated changes in relation to the regulation of fund managers in Mauritius. control of the fund manager. 3.10 AI and Use of Data
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