Grant Thornton Gibraltar - Listing Open Ended Funds on the Gibraltar Stock Exchange

Listing Open Ended Funds on the Gibraltar Stock Exchange

“GSX Limited ('GSX') is a Gibraltar-based private limited Company that has a Stock Exchange license from the Financial Services Commission in Gibraltar. The Stock Exchange opened in 2014.�

Contents How to list Responsibilities of Listing Member and Controllers Conditions for Listing Content of the Listing Particulars Continuing Obligations Penalties, Suspensions and Cancellation and De-listing FAQs Why Grant Thornton?

Appendix (Biography)

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How to list

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In order to list an open fund must: (i) (ii)

appoint a Member Firm; prepare the required documentation for review by GSX, and thereafter the Listing Authority for listing approval; and (iii) adhere to the on-going regulatory obligations post listing.

An Applicant must first appoint a Member Firm. The Member Firm is responsible for dealing with GSX on all matters relating to the listing application.

Grant Thornton Fund Administration Limited is a Member Firm of the Gibraltar stock exchange.

The Member Firm will work closely with the Applicant in preparing the Applicant for listing and working with the Applicant post-listing in ensuring that the Applicant is aware of and adheres to its continuing obligations, fulfilling its regulatory responsibilities.

The Member Firm will ensure that an Applicant fund has Listing Particulars and that these meet the requirements of GSX’s Listing Code for Open Ended Collective Investment Schemes (the ‘CIS Code’).

This involves the disclosure of detailed information about the fund and its business, including the names and contact information of the fund’s controllers, its location, legal status, investment strategy, and assets under management.

When the application is complete it will face scrutiny from GSX’s Listing Committee and, once approved, the Listing Authority. Further questions may be asked, further documents may be requested, and in some cases further conditions or restrictions may be discussed before admission to the Official List.

In general, open-ended funds that are licensed, registered, authorised and/or regulated as a collective investment scheme by a competent authority empowered to supervise financial services in a GSX Recognised State, are welcome to apply for admission to the Official List of GSX. The Applicant must satisfy GSX and the Listing Authority that its Controllers together with any appointed investment manager have sufficient and satisfactory experience in the management of investments of the type in which the Applicant intends to invest, or currently invests.

An Applicant may not change its principal investment objectives and policies as set out in its Listing Particulars unless the consent of the unit-holders representing a majority of the Units of the Applicant that are in issue has been obtained in advance.

The Controllers of the Applicant must be able to demonstrate their ability to act independently of any appointed investment manager of the Applicant.

The aggregate market value of the units of an Applicant must be at least €1,000,000 or the foreign currency equivalent within 12 months of the Applicant’s launch if the Applicant is a new fund, or above €1,000,000 if the fund has been active for more than 12 months.

Separate applications must be made for funds and sub-funds.

Once listed, an Applicant must continue to comply with all the requirements of the CIS Code.

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Responsibilities of the Listing Member and Controllers (Chapter 1 of the CIS Code)

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Responsibilities Listing Member

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It is a requirement of the CIS Code that an Applicant appoint a Listing Member.

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 A Listing Member shall be responsible for: -

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satisfying itself that the Applicant has satisfied the relevant requirements of the CIS Code; satisfying itself that all relevant matters have been disclosed in the Listing Particulars or in writing to GSX; guiding and advising the Applicant in respect of its application for listing; filing the Applicant’s formal application for listing to GSX; dealing with GSX on matters in relation to the listing application; satisfying itself as to the identities of the Applicant’s Controllers and Controlling UnitHolders (details of which shall also be confirmed to GSX); explaining (or satisfying itself that another professional advisor has explained) to the Controllers prior to listing, their responsibilities and obligations; arranging settlement of all fees payable by the Applicant to GSX (pre and post listing); informing GSX of any matter which he is aware

may be relevant to GSX (or making an appropriate negative statement to that effect); and informing Applicants of any revisions of the CIS Code within the time period set out in the CIS Code (currently 20 business days).

Responsibility of the Controllers The Controllers are the persons responsible for the management and control of the Applicant.  All of the Controllers must accept responsibility, collectively and individually for the Listing Particulars and the Applicant’s on-going compliance with the CIS Code.  The Controllers must also provide written confirmation that the Listing Particulars include all information reasonably required to make an assessment of the Applicant and that the Applicant: -

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Competent Authority of a GSX Recognised State; complies with the requirements of the CIS Code; and permits GSX to make available to the public via its website or otherwise certain information in respect of the Applicant (including details of the units that are being admitted to listing, contact details, fund structure, objectives and policy, net asset value and subscription information).

 GSX and the Listing Authority must be informed immediately (and in any event within 20 business days) of any investigation (including pending of threatened) or other legal proceedings against the Applicant.

is Open-Ended; is established under the laws of a GSX Recognised State. GSX Recognised States are listed on GSX’s website (www.gsx.gi/article/1059 /gsx-recognised-states ); is licensed, registered, authorised and/or regulated by a

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Conditions for Listing (Chapter 2 of the CIS Code)

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Conditions relating to Applicants An Applicant must:  Be incorporated in a Recognised State determined by GSX.  Be an open-ended fund.  Be licensed, registered, authorised and/or regulated by a Competent Authority of a GSX Recognised State.  Have audited financial statements for the last financial year, unless the Applicant has been operating for a period of less than 18 months on the date of application.  Not change its principal investment objective and policies without the prior consent of the majority of its unit holders.  Not issue bearer shares/units.  Be able to satisfy that its controllers and investment manager have experience in the management of the assets of the Applicant and that the controllers have the ability to act independently of the investment manager.  In the case of fund that has been active for more than 12 months, it must have an aggregate market

value of more than €1 million (or equivalent), otherwise the aggregate market value of the fund must be at least €1 million (or equivalent) within 12 months of launch.

Conditions relating to Controllers  The majority of the controllers must not be entities with limited liability (subject to exceptions).  The controllers are responsible for the Listing Particulars of the Applicant.

 The controllers must generally be satisfied that brokers maintain adequate segregation of assets which are separately identifiable.  An entity (which is separate from that which is providing safe custody services) must be appointed for the determination of the net asset value.  Any appointed investment manager shall be regulated, registered or licensed and have suitable experience.

 At least one controller must be independent.  Where an Applicant is managed by its controllers (not an externally appointed investment manager), GSX will have to be satisfied of the suitability of the controllers to manage the investment activity of the Applicant.

Conditions relating to Services Providers  The Applicant must have arrangements for the safe custody of assets (to the satisfaction of GSX).

Any service provider providing safe custody services must hold a relevant licence.

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Content of Listing Particulars (Chapter 3 of the CIS Code)

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Listing Particulars An Applicant must publish Listing Particulars in English.

The Listing Particulars shall include:

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Statement  A prominent statement on the front cover in the form and as per the wording specified in the CIS Code confirming that the fund has been admitted to listing, as well as other related disclosures.

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Units  Disclosure of the units that are being admitted to listing, including details of: -

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the relevant units, classes and sub-funds; any other listing applications or admissions to listings as well as the dates of listing; rules and restrictions in respect of subscription, redemptions, (including compulsory redemption) and transfers; the manner in which meeting of unit-holders can be convened and managed generally and rights of unit holders (including voting rights); the address where the register of unit-holders can be inspected; all classes, segregated assets or designations of securities intended to be

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issued and any rights which may affect a listed class or listed sub-fund; conversion rights from one class to another class; the dividend policy (including dates and time limits (if any) when entitlement to dividends arise or lapse and any arrangements regarding waiver of future dividends); all circumstances in which subscriptions, transfers and redemptions may be suspended and a statement that they will be notified to GSX within 20 business days of occurrence and that the suspension will be brought to an end as soon as possible; and any fees payable by investors on subscription, redemption or conversion of their units.

Applicant and its Capital Disclosure of the Applicant, including details of: -

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registered office, country and date of incorporation; registration number; legislation under which it operates and legal form; the Competent Authority under which it is licensed, registered, authorised, deemed authorised or regulated; names of controlling unit-holders (i.e. those who have an interest with voting rights of

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more than 25% in the issued voting units of the Fund) so far as they are known to the Applicant; parent or subsidiary undertakings; and the persons to whom any capital of the Fund or any of its subsidiary is under option and details of option rights in respect of capital.

 Where the Applicant is a company, details of authorised and issued capital, the amount of any capital agreed to be issued and paid up, the class of which the capital is composed of and their principal.  A statement confirming that the constitutive documents, material contracts and audited accounts will be available for inspection at the offices of the Listing Member.

Investment Objectives and Policy  The Applicant’s investment objective and policy, including a description of the type of investments and asset classes and region in which the Applicant will focus.  The Applicant’s borrowing, gearing and leverage restrictions and the process for

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notification and remedy of any breaches.  The Applicant’s investment restrictions.  A statement confirming that the objectives and policy will not be changed without prior consent of the majority of unit-holders.  Disclosure of all material risks of investing in the units of the Applicant.  Details of any coinvestment opportunities offered to unit-holders.  A description of how the Applicant will invest with the objective of spreading investment risk.

Controllers and Service Providers  Disclosure of the Controllers including: -

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their identity and contact address; relevant information in respect of expertise, experience and qualifications; conflicts of interests between duties to the Applicant and third parties; and any convictions, bankruptcies or associated liquidations, receiverships, administrations or public criticisms.

 Disclosure of the service providers, including:

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their identity, address, regulatory status, relevant licenses and/or authorisations to act; conflicts of interests between their duty to the Applicant and third partiers; and any benefits received that it receives from third parties by virtue of proving services to the Applicant.

 The principal contents of material contracts of the Applicant.  Details of the arrangements in place to fairly allocate investment opportunities between the Applicant and other accounts or a statement confirming that they are fairly allocated.  Any interests/option rights of the Controllers or investment manager in the Applicant’s units (unless such are acquired by virtue of a subscription).

(valuations and any suspensions will be notified to GSX within 20 business days of the valuation day or suspension day, as applicable).  Any material departures from accounting or auditing standards or significant changes to the financial or trading position.  A statement that the annual accounts will be sent to GSX and unitholders within 6 months of the end of the reporting period.

Other  Disclosure of legal/arbitration proceedings (including pending or threatened) covering the previous 12 months.  The manner in which material changes may be made and notified to unit-holders.

 A description of safe custody arrangements.  Name and address of the auditor (and previous auditor if applicable) and disclosure of any qualifications contained in accounts of the previous 3 years.

Valuation and Annual Accounts  Valuation principles and method and frequency of the net asset valuation calculation and suspension provisions

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Continuing Obligations (Chapter 5 of the CIS Code)

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within 20 business days of listing.

A Listed Fund must comply with the continuing obligations of the CIS Code.

Listing Particulars

Notification of Changes and other Reporting Requirements

 Listing Particulars must be available during normal business hours at the office of the Listing Member for interested parties.

 A listed fund must notify GSX and the Listing Authority within 20 business days of:

Annual Accounts  The accounting period shall not be longer than 12 months (18 months if it is the first accounting period). Accounts must be in accordance with the requirements of the CIS Code.  Annual accounts must be circulated to unit-holders and GSX within 6 months of the end of the reporting period.  Any qualifications contained in the annual accounts must be disclosed to GSX.

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Circulars/Communication  Requests for prior approval must be sent in the form of circular and contain full details of the matter.  A copy of ordinary circulars must always be forwarded to GSX.

 Prior approval of GSX and the Listing Authority (approval shall be requested at least 20 business days prior to implementation date):

 Unit-holders must be appropriately informed and enabled to vote at unit-holder meetings.

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 NAVs calculated prior to the date of listing must be notified to GSX

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change to investment objective, strategy or policy or a change which may materially affect the rights of unit-holders; and any action that may substantially change the nature, business or legal structure of the listed fund (including delisting).

Prior Approval of GSX and the Listing Authority

Valuations  Net Asset Values (“NAVs”) must be prepared and reported to GSX and the Listing Authority within 20 business days of the valuation day.

changes to interests in units, rights between unit-holders, operations, Listing Particulars and information displayed to the public; dividend payments; and notices of AGMs and EGMs.

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variation of the class rights of unit-holders; material changes to operations; termination (unless unitholder approval has been obtained); and cancellation of listing.

Miscellaneous Obligations  A Listed Fund must: -

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Prior Approval of Unitholders

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 The following require prior approval of unitholders (unless disclosed in the Listing Particulars):

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ensure equality of treatment of unitholders; pay its annual charges; maintain the required aggregate market value; complete an Annual Statement of Compliance; and comply with directions/requests from GSX or the Listing Authority.

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Penalties, Suspension and Cancellation and De-listing (Chapter 6 of the CIS Code)

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Penalties  A listed Fund shall be liable to penalty fees for late filing of annual accounts and late payment of annual charges. Penalty fees are set out in GSX (www.gsx.gi/documents /gsx-la-fee-schedule.pdf).

as the matter has been addressed and specified by the Listing Authority.  The Listing Authority may cancel the listing of a fund: -

Public Information  The Listing Authority has the right to make public a listed fund’s failure to comply with any obligations of the CIS Code as well as its decisions in relation to disciplinary procedures and/or appeal processes.

Suspension and Cancellation  The Listing Authority has the right to suspend a fund from listing: -

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for failing to meet the requirements of the CIS Code or any direction of GSX or the Listing Authority; if the fund is subject to investigation, legal or arbitration proceedings (including pending or threatened); or where a Listing Member retires or terminates its relationship with the listed fund and the listed fund has not appointed an alternative Listing Member.

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if the fund has been suspended and does not address the reason for the suspension within the time specified; and for failing to meet the requirements of the CIS Code.

 In certain circumstances, the Listing Authority may require that prior approval of the de-listing is obtained from the unit holders is obtained.  When a fund is de-listed, the Listing Authority shall issue a notice confirming the same.

 The Listing Authority also has the right to suspend or cancel a listed fund where: -

the smooth operation of the market is temporarily jeopardized; the protection of investors in the listed fund so requires; or it is satisfied that owing to special circumstances normal regular dealing in units of a listed fund are no longer possible.

 A suspension or cancellation may be declared by the Listing Authority against one class of units that are listed or all listed units.

De-Listing  A listed fund (via its Listing Member) may at any time apply for its units to cease to be listed.

 A suspension shall continue until such time

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FAQs

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What does GSX do and is it a regulated market?

however, operate as openended funds.

admission to the Official List of GSX.

GSX is a Gibraltar based private limited company licensed by the Financial Services Commission in Gibraltar to operate a stock exchange. The stock exchange opened in 2014, and currently operates only as a listing exchange for open-ended funds.

Where can I find the rules for listing?

In many instances the only Gibraltar service provider to the listed fund will be its Member Firm.

Who is the Listing Authority?

The Listing Authority is the body responsible for the regulatory approval of listings and is completely independent from GSX. It is constituted by officers from the Financial Services Commission of Gibraltar.

What type of structures can be listed on GSX? Funds must be duly incorporated or otherwise validly established in a GSX Recognised State. All major global fund centres are included as GSX Recognised States. The full list is available on GSX’s website (www.gsx.gi/article/1059/gs x-recognised-states).

GSX Recognised States includes but is not limited to the Cayman Islands, the BVI, Bermuda, the US and all EU and EEA states.

The type of structures that may list will include companies, protected cell companies, segregated portfolio companies, partnerships and trusts. All such structures must,

The rules for listing openended funds on GSX are set out in the Listing Code for Open Ended Collective Investment Schemes (“CIS Code”). The CIS Code is available on GSX’s website (www.gsx.gi/documents/listi ngcodeforopenendedcis.pdf registration is required).

The CIS Code sets out the rules in respect of: -

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the appointment of the Listing Member and the responsibilities of the Listing Member and Controllers (Chapter 1); conditions for listing (Chapter 2); content of Listing Particulars (Chapter 3); listing application procedures (Chapter 4); continuing obligations (Chapter 5); and penalties, suspension and cancellation and delisting (Chapter 6).

Does the fund, its accounts or service providers have to be in Gibraltar?

No. Open-ended funds that are licensed, registered, authorised and/or regulated as a collective investment scheme by a competent authority empowered to supervise financial services in a GSX Recognised State, are welcome to apply for

Is there a minimum AUM/capital requirement?

The aggregate market value of the units of the Applicant fund must be over €1 million or the foreign currency equivalent if the fund has been active for more than 12 months. funds operating for less than 12 months must reach an aggregate market value of at least €1 million within 12 months of its launch.

The aggregate market value must be maintained throughout the period of listing.

Is shareholder approval required?

No, unless it is a requirement of the constitutional documents of the Applicant.

Is the Applicant required to appoint a Listing Member?

Yes, all applicants seeking to list must first appoint a Listing Member.

Grant Thornton Fund Administration Limited is a Listing Member of GSX.

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Are there any requirements for the constitution of the controllers?

as GSX and the Listing Authority may determine:

Yes, at least one of the controllers must be independent. A controller will be considered independent where he has no executive function with the fund’s investment manager, investment advisor or affiliated companies nor any other of the fund’s service providers.

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Where a controller has an executive function with a service provider but is not responsible for carrying out work on behalf of the fund, he will still be considered independent.

Controllers that are entities with limited liability may not form the majority of the controllers (except where the fund is required by the law where it is domiciled to appoint a corporate controller).

The Controllers of the fund must be able to demonstrate their ability to act independently of any appointed investment manager.

Are Listing Particulars required?

Yes, a fund must publish a Listing Particulars (in English), which includes all the disclosures requirements of the CIS Code.

Is there a requirement to disclose underlying documents to the Listing Particulars?

The Listing Particulars must include a statement that the following documents (or copies thereof), where applicable, may be inspected at the offices of the Listing Member or such other place

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the constitutive documents of the fund; the material contracts entered into by the fund; and the audited account of the fund.

Must financial projections be disclosed in the Listing Particulars?

The annual accounts of the fund must be sent to GSX and unit-holders within 6 months of the end of the reporting period. However financial projections do not have to be disclosed in the Listing Particulars.

Is a trading record required?

Upon an application for listing, a copy of the last audited accounts of the fund (unless the fund has been operating for a period of less than 18 months on the date of the application for listing is made and the audited accounts are not available as at that date) and a copy of all net asset values for the period from inception to the date of listing must be submitted to GSX.

Upon receipt of an application, GSX will review the application and if it is satisfied with the application it will make its recommendation to the Listing Authority.

The Listing Authority determines whether the listing is approved.

What issues of corporate governance arise after listing?

Once listed, a fund is required to comply with the continuing obligations set out in the CIS Code.

The controllers are responsible for the on-going compliance with the continuing obligations, which include but are not limited to: -

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preparation and reporting of annual accounts and net assets values; notification of changes and other reporting requirements; and matters requiring prior approval of GSX and the Listing Authority and/or unit-holders.

What is the listing process?

All Applicants seeking a listing must first appoint a Listing Member firm.

Member Firms are responsible for submitting the applications on behalf of the Applicant and maintain on-going reporting obligations.

Listing application packs can be accessed from GSX’s website.

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Why Grant Thornton?

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Grant Thornton is one of the world’s leading organisations of independent advisor, tax and assurance firms. Proactive teams led by approachable partners in these firms, use insights, experience and instinct to understand complex issues for privately owned, publicly listed and public sector clients and help them to find solutions. More than 35,000 Grant Thornton people, across over 120 countries, are focused on making a difference to clients, colleagues and the communities in which we live and work. There are several factors which make us different. Based on what we have heard from our clients, we highlight below some of the things we believe makes us different: Better client service You will have a better client experience. Grant Thornton member firms around the world measure client satisfaction on an annual basis, and in comparisons of the industry standard benchmark, the Net Promoter Score ™ Grant Thornton clients around the world continuously rank as highly satisfied.

Your benefit: A better experience than offered by any other firm. Full stop.

We serve and understand dynamic, growing organisations.

We serve and understand dynamic, growing organisations because we too are a dynamic, growing organisation. Grant Thornton regularly posts the highest rate of growth of any of the global six public accounting firms, and won the Global Network of the Year award from the International Accounting Bulletin.

Your benefit: Work with a team who understands the position of a growing firm in a variety of markets.

Speed and agility to make decisions and resolve issues Grant Thornton is structured to react quickly to our clients’ needs and issues. We are empowered to make decisions locally, rather than moving issues up through a complex chain of command.

Your benefit: Answers, faster, so you can stay focused on running your business.

A clear understanding of businesses like yours Our clients range from the world’s largest companies to medium and small-sized businesses. Unlike our larger competitors who work almost exclusively with large companies and our smaller competitors who rarely work with big organisations, the breadth of our client base has allowed us to gain valuable insight into the complexity of how different businesses operate and the variety of issues and risk they face.

Your benefit: A unique perspective into the challenges your business may face, and practical guidance to avoid risk.

Exceptional people committed to making a difference Our people are our most valuable asset and being at the forefront of professional development is vital.

One of our strategic priorities is to attract, develop and retain the best people across a variety of functions at Grant Thornton. Our commitment to our people isn’t only recognised inside our organisation; around the world Grant Thornton firms have won recognition for the strength of our people and our commitment to their development. This includes recognition as one of the Best Workplaces (Institute Canada), being named as a Top 100 Graduate Employer (The Times of London), and Best Company to Work for in Mexico (Super Empresas), among others.

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Your benefit: Successful business relationships are formed with happy professionals, who are inspired, empowered, and talented, make a difference and also experts at what they do.

An experienced team Grant Thornton’s ratio of partners to professional staff is 1:9 whilst the average ratio of partners to professional staff at the Big Four firms is 1:15. This allows us to provide personal attention and strong leadership guaranteeing high quality advice from experienced, senior practitioners who are dedicated to meeting client needs.

Grant Thornton’s ratio of member firm partners to professional staff is 1:9

This allows us to provide personal attention, experienced personnel and strong leadership.

The average ratio of partners to professional staff at the Big Four firms is 1:15

This means less experienced service and fewer insights from the in-the-know partners.

Your benefit: A guarantee that experts will provide you with the highest quality service.

Global reach and local depth We advise clients in over 120 counties around the world and have offices in Europe, Asia Pacific, Africa, the Middle East and North and South America. We have the skills and experience of a large, global firm, but with the accessibility and attention of a much smaller firm. More than 35,000 people in over 120 firms work to provide services that meet the needs of growing, dynamic businesses.

Your benefit: We react quickly to needs and issues. We make our decisions locally rather than moving issues up through a complex chain of command but have access to global specialist knowledge when needed due to our global footprint.

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Appendix

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Biography Adrian Hogg Partner

Experience Adrian joined Grant Thornton in 2005 and became a partner in 2007. He is a specialist in investment business with 15 years experience involving various investment business structures in the EU and the Caribbean.

Born in England, Adrian has been involved in the accountancy profession since his graduation in 1994.

Prior to joining Grant Thornton Adrian lived and worked for six years in the British Virgin Islands (‘BVI’), during which time he worked for a Big Four audit firm and a Hong Kong bank and trust company. During Adrian’s employment with a Big Four audit firm he performed the audit of funds, fund administrators, investment managers, trust companies, banks and investment businesses and during his employment with the Hong Kong bank and trust company he was involved with the establishment and on-going maintenance of investment companies, trust structures and offshore companies.

In Grant Thornton Gibraltar’s audit practice Adrian manages a portfolio of investment dealers, investment managers and funds providing audit services, licensing and regulatory support. Adrian is one of the founders of Grant Thornton Fund Administration Limited (‘GTFA’). GTFA is a fund administration business licensed by Gibraltar’s Financial Services Commission (‘FSC’) and is a Member Firm of the Gibraltar stock exchange. GTFA administers and lists funds from the Cayman Islands, BVI, Malta and Gibraltar with funds under administration including conventional ‘traditional’ trading funds and ‘alternative’ funds including but not limited to property funds and private equity funds.

Professional qualifications and memberships Adrian is a Fellow of the Institute of Chartered Accountants in England and Wales (‘ICAEW’) and has a BA Honours degree in European Finance and Accounting and a Diplom Betriebswirtschaft.

Adrian is a former Chairman of the Gibraltar Funds and Investments Association (‘GFIA’) and sits on GFIA’s Technical Sub-Committee. Adrian also sits on the FSC’s Funds Panel and the FSC’s AIFMD Working Group.

Adrian has a Practicing Certificate issued by the ICAEW. He is approved by the FSC to act as a Statutory Auditor and he holds a Company Manager license issued by the FSC in relation to the provision of directorships to Experienced Investor Funds.

Contact details Adrian Hogg Grant Thornton Fund Administration Limited T. +350 200 45502 E. adrian.hogg@gi.gt.com

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