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03 September 2020
The Jersey listed fund regime was introduced for listed closed-ended companies further to the Listed Fund Guide issued by the Jersey Financial Services Commission (JFSC). The structure, which is modelled on the Jersey expert fund, provides for a fast-track process for the establishment of corporate closed-ended funds that are:
A listed fund must be:
Listed funds are subject to a light degree of regulation. In particular:
The regulatory requirements which apply to listed funds are as follows:
If a listed fund does not comply in all respects with the above requirements, it can obtain derogations from the JFSC in relation to such non-compliance. No other structural or documentary requirements apply to listed funds.
Listed funds can be marketed to investors in the European Union or the European Economic Area subject to compliance with certain additional requirements, as set out below.
The application process is simple and quick. An application form setting out the key features of a listed fund, including a confirmation from the investment adviser that it satisfies the requirements set out above, must be submitted with supporting documentary evidence – namely:
The administrator must countersign such confirmation after carrying out its own general due diligence against the investment adviser, stating that it has no reason to believe that the investment adviser's confirmation is incorrect. These must be submitted to the JFSC with an application fee. The JFSC will check that the application form has been appropriately completed, but will not carry out any regulatory review of the listed fund. In addition, an application to register the listed fund under the CIF Law must be submitted to the JFSC. The requisite consents to the establishment of the fund will be issued within days.
Since July 2013, Jersey alternative investment fund managers which market Jersey or other funds that are not domiciled in the European Union or the European Economic Area to investors in the European Union or the European Economic Area have had to comply with additional disclosure, transparency and reporting requirements pursuant to the EU Alternative Investment Fund Managers Directive (AIFMD).
Since listed funds were already required to be regulated under the CIF Law and their service providers were required to be regulated under the FSJ Law, the only additional regulatory requirements pursuant to the AIFMD are compliance with applicable sections of the JFSC's AIF codes of practice (relating to disclosure, reporting and asset stripping, together with notification to the JFSC in advance of marketing). These additional requirements apply only when there is to be active marketing of such funds in the European Union or the European Economic Area.
For further information on this topic please contact Niamh Lalor, Emily Haithwaite, Alexandra O'Grady or Joanna Christensen at Ogier by telephone (+44 1534 514 000) or email (firstname.lastname@example.org, email@example.com, firstname.lastname@example.org or email@example.com). The Ogier website can be accessed at www.ogier.com.
Tatiana Collins, managing associate, Sophie Reguengo, partner, and Catrin Le Rendu, associate, contributed to the preparation of this article.
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