© Allen & Overy LLP 2010 1

RSP regulation – body armour or noose?

© Allen & Overy LLP 2010 2

Some context

– The new environment, post GFC - – The focus on mis-selling and investor protection– Re-shaping the market (smoothing the playing field)– Is there product regulation now?– The new environment is the new normal

© Allen & Overy LLP 2010 3

Some issues

– Product?– Market?– Infrastructure – production and sales?– After-sales service?– How does that all fit with your global structure?

© Allen & Overy LLP 2010 4

Some practicalities

– Product: what is caught?

– Market: Is your market truly “retail”? Identifying your real market - grannies or corporates/institutions - and keeping an eye on them

– Infrastructure: – Production - What do you tell the

investor? KFS/PHS– Sales - Distribution arrangements

– selecting them and pinning them down (contrast with PWM) – the manufacturer/distributor divide

– Selling to a granny – Fees, gifts, initial fact sheet, assessing knowledge

– What are investors being told about the product?

– After-sales service: cooling off, market making

© Allen & Overy LLP 2010 5

Alan Ewins

Alan Ewins is Head of Allen & Overy's  APAC Regulatory Group, based in Hong Kong. He is qualified in Hong Kong and England & Wales. He established the Group in 1995. He played a significant part in the launch of the Hong Kong TraHK Fund, and, in addition to his work in Hong Kong, has worked in the London office of Allen & Overy, on a wide range of regulatory and funds matters.

His experience includes: advising numerous financial institutions on a wide range of regulatory, risk management and compliance issues, on the regulatory aspects of sales and purchases of companies and businesses, on regulatory dispute resolution and on establishing and offering interests in collective investment schemes. He has advised on a wide range of exchange-related matters, including stock options trading. He has also advised on a broad range of matters relating to the regulatory aspects of derivatives and commodities trading in Hong Kong. He will be sitting on panels in Hong Kong, Tokyo and Sydney as part of ISDA's 2010 Asian regional conference, discussing on global regulatory reform.

He is a member of the International Securities Regulation Committee of the International Law Association.