Jersey Funds Law Series - Jersey Listed Funds

Background

A Jersey Listed Fund, for the purposes of the Jersey Listed Fund Guide (“the Guide”) is a closed-ended Jersey company which falls within the definition of a collective investment fund and is listed on a stock exchange or market recognised by the Jersey Financial Services Commission’s (“JFSC”). A Listed Fund meeting the criteria set out in the Guide which is issued by the JFSC, may be established using a streamlined authorisation process and authorised by the JFSC within 3 working days (subject to compliance with the Guide).

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Key Features

A Listed Fund is required to have the following features under the Guide:

  • Jersey company – a Listed Fund must be incorporated as a Jersey company.
  • Listed on a Recognised Stock Exchange – a Listed fund must have a listing on one of 51 Recognised Stock Exchanges or Markets, including the London Stock Exchange, the Alternative Investment Market (AIM) and The International Stock Exchange (TISE).
  • Closed-ended – a Listed Fund must be closed-ended, meaning a fund which is not open for redemptions at the option of investors.
  • Collective Investment Fund – a Listed Fund constitutes a collective investment fund for the purposes of the Collective Investment Funds (Jersey) Law 1988 and so must comply with the JFSC’s Certified Funds Code of Practice.
  • Directors – at least two Jersey resident directors with appropriate experience must be appointed to the board of the fund, and independent directors must form the majority of the board.
  • Investment Manager/Adviser – must be of good standing, established and regulated (if appropriate) in an OECD member state or a jurisdiction with which the JFSC has entered into a memorandum of understanding, and satisfy the JFSC’s general principles of corporate governance by maintaining an adequate span of control over its business.
  • Offering Document – a Listed Fund’s offering document must carry a clear investment warning and contain all information necessary to enable investors to make an informed judgement about the merits of participating in the Listed Fund and the nature and levels of the risks accepted by making such a purchase.
  • Audit – An auditor must be appointed for a Listed Fund and audited accounts must be filed with the JFSC within seven months of the end of the Listed Fund’s financial year.
  • Administrator – every Listed Fund shall appoint a licensed Administrator and/or a Manager which has at least two Jersey resident directors with appropriate experience together with staff and a physical presence in Jersey.
  • Custody – every Listed Fund must have adequate arrangements for the safe custody of the property of the fund including, if applicable, prime brokerage arrangements (although there is no requirement to appoint a custodian). Such arrangements shall be fully disclosed in the Offer Document.
  • Fund service providers – any Jersey entity acting as a fund service provider to a Listed Fund must be registered under the Financial Services (Jersey) Law 1998, as amended, to conduct fund services business and be managed and operated in accordance with any applicable Codes of Practice.
  • Personal Questionnaires – directors and certain other officers of Listed Funds (and their fund service providers) are required to submit personal questionnaires to the JFSC and to meet the JFSC’s assessment of them as fit and proper.
  • Investors – there is no restriction on the number or type of investors in a Listed Fund beyond any required by the relevant stock exchange on which it is listed.
  • Borrowing – there are no restrictions imposed upon the level of borrowing or gearing adopted by a Listed Fund, provided that the approach to borrowing or gearing is clearly disclosed in the Offer Document.
  • AIFMD – Listed Funds are eligible to be marketed into the UK, EU/EEA in accordance with the AIFMD through national private placement regimes. A Listed Fund which will be marketed in the UK, EU or EEA (and its fund service providers) must also comply with the applicable sections of the JFSC’s AIF Code.

Ongoing requirements

Listed Funds are subject to the following ongoing requirements:

  • All material changes to information provided to the JFSC in connection with a Listed Fund shall be notified to the JFSC as soon as possible and in any event within 28 days of such change taking place.
  • The JFSC must be informed immediately if a Listed Fund is refused permission to be listed on a Recognised Stock Exchange or Market, or if such permission is revoked or if there is any other material event such as a suspension of trading in the securities of the Listed Fund or any investigation into the Listed Fund or any of its fund service providers.
  • Any change to a Listed Fund that would not meet the criteria set out in this Guide or that would breach any certificate condition applicable to that Listed Fund will require the prior consent of a duly authorised officer of the JFSC.

The Walkers Investment Funds & Corporate Law Practice Group in Jersey has significant experience in advising on the spectrum of Jersey funds. Please get in touch with any of the contacts listed below if you would like to learn more.


JERSEY
Jonathan HeaneyManaging PartnerT +44 (0)1534 700 786jonathan.heaney@walkersglobal.com
Dilmun LeachGroup Partner*T +44 (0) 1534 700 783dilmun.leach@walkersglobal.com
Christopher ReedGroup Partner*T +44 (0) 1534 700 825christopher.reed@walkersglobal.com
Leanne WallserGroup Partner*T +44 (0) 1534 700 755Leanne.Wallser@walkersglobal.com
Tatiana CollinsSenior CounselT +44 (0) 1534 700 757tatiana.collins@walkersglobal.com