Investor Presentaiton
SFC
證監會
5.5 Sub-funds- protected cell regime
Part IVA of the SFO (section 112S) provides for the segregated liability of sub-
funds of an OFC to limit the contagious effect of insolvency of a sub-fund within
an umbrella OFC
For an umbrella OFC, its instrument of incorporation and offering document
must contain a statement on the segregated liability of its sub-funds
To fortify the protected cell regime, certain terms are implied into the contracts
and transactions entered into by an umbrella OFC under the OFC Rules:
the counterparty agrees not to seek recourse to any assets of a sub-fund to
discharge any liability not incurred on behalf of that sub-fund,
if the counterparty succeeds to have such recourse to the sub-fund's
assets, the counterparty will pay a sum to the OFC equal to the value of
benefit it has obtained, and
if the counterparty succeeds in seizing the assets of the sub-fund for
unrelated liabilities, it will hold such assets or proceeds for sale of assets
on trust for the OFC
For an umbrella OFC, a standard warning statement must also be included in
the offering document regarding the enforceability of section 112S in foreign
courts
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