Investment funds in Jersey

Transcription

1 2011 Investment Funds Investment funds in Jersey Client Briefing Bahrain British Virgin Islands Cayman Islands Guernsey Hong Kong Ireland Jersey London Tokyo

2 Introduction The investment funds industry in Jersey has achieved significant growth in recent years. Statistics show that as at 30 September 2010 there were 179 billion of assets under management in Jersey. The Island has developed into a leading jurisdiction for the establishment of investment funds and a large number of Jersey funds are listed on the London and other stock exchanges. Jersey and Guernsey established the Channel Islands Stock Exchange where special procedures exist to facilitate the listing of Jersey and Guernsey investment funds. (Please visit for further information). Fund types There is a wide variety of funds under management in Jersey including real estate funds, equities funds, bond funds, money market funds, commodities and futures funds. Derivative funds, traded endowment funds, feeder funds, umbrella funds, private equity, venture capital funds and emerging markets funds are also listed. Jersey is a major centre for listing alternative investment schemes, real property funds, private equity, venture capital funds, mezzanine and credit funds. Modern Regulation Jersey Financial Services Commission The Jersey Financial Services Commission (the JFSC ) is tasked to maintain Jersey s reputation for probity in the international financial community. The general policy of the JFSC is to strengthen the Island s reputation as a high quality and well regulated centre for the establishment and administration of investment funds. (Please visit for further information). International Recognition Jersey is one of the most established, transparent and well-regulated offshore jurisdictions. Jersey is a member of the OECD and was placed on the G20 white list of offshore jurisdictions in It has also obtained designated territory status under the UK Financial Services and Markets Act 2000 (the FSMA ). Jersey s low tax status, proximity to the financial markets of Europe and a sophisticated banking and professional infrastructure have also contributed to the success of the Island as a base for investment funds. The growth of the investment funds industry in Jersey is attributable in part to the policies of the Jersey authorities and the flexibility of the regulatory system. Growth is also attributable to the high quality of professional services available in Jersey in relation to fund administration and custody. 2

3 Regulatory framework The establishment and operation of both open and closed-ended investment funds in Jersey is governed principally by the Control of Borrowing (Jersey) Order 1958 ( COBO ) and the Collective Investment Funds (Jersey) Law 1988 ( CIF Law ). An open-ended fund refers to an investment vehicle which typically allows investors continuously to issue and redeem equity holdings at a price related to the value of the underlying assets. A closed-ended one is a fund which is not open for redemptions at the option of investors. Investors in closedended funds may realise their investment after the expiry of a fixed investment period although redemptions may be permitted at the directors or manager s discretion. Financial Services Law Persons providing services to collective investment funds ( CIFs ) and unregulated funds are regulated by the Financial Services (Jersey) Law 1998 (the FSJ Law ). In order to provide such services as management or custody, a person must obtain a licence to conduct fund services business under the FSJ Law. In general, once registered to carry out a particular activity, that person may provide such services to additional funds without further reference to the JFSC. Registered persons are subject to continuing obligations. Funds (whether open or closed-ended) must obtain the appropriate approvals before issuing units, interests or shares. All Jersey funds (whether open or closed-ended) are categorised as either: private funds, which are not subject to ongoing supervision by the JFSC; or public funds which, depending on their type, may be subject to full conventional regulation or to a lighter touch regulatory regime. Factors which may be relevant in deciding whether to select a private or a public fund for a particular investment proposal (or indeed between categories of public fund), may include the following: investor preference (as to the level of regulatory supervision); whether units in the fund will be offered to the public; whether a listing is sought on a stock exchange; The diagram overleaf illustrates the various types of fund available in Jersey fund and applicable to the degree of regulation. 3

4 Jersey Fund Products No regulation as fund Regulated funds with expedited application procedures Highly regulated retail funds Very private structures Unregulated funds Expert funds Institutional funds/ COBO Only funds Collective Investment Funds/ Unclassified funds Listed Funds Recognised funds - freely marketable to public Promoter Policy A key factor the JFSC looks at upon application for a private or public fund is whether the promoter of the fund is acceptable. The JFSC s published policy on promoters of public and private collective investment funds (the Promoter Policy ) applies to private and public funds alike, with the exception of Unregulated, Listed and Expert Funds. The Promoter Policy identifies the fund s promoter as the brainchild or driving force behind the scheme, such that if the person were to withdraw the investment fund proposal would not go ahead. Other factors that the JFSC will look at in identifying the promoter are: who is the person responsible for finding the majority of investors; is the name of the fund linked to a particular person; and does one organisation have overall responsibility for all aspects of the investment scheme. There may be co-promoters, in which case each will be scrutinised. The JFSC will want the promoter to be able to demonstrate the following: a track record and experience of promoting and operating equivalent funds in a comparable jurisdiction from a regulatory perspective. For a private fund, if evidence of the promoter s track record is not available it may be derived through the directors and other persons behind it, who have gained such experience in previous employment; evidence of reputation such that it would contribute to Jersey s good name and standing in the investment community. The JFSC will be looking for a promoter of international or (at least) national stature. For a private fund they will want evidence that the promoters are persons held in high regard by the business community in which they operate (i.e. newspaper articles, references or C.V.s); financial resources. The promoter would be expected to be a member of a group which has significant substance in the form 4

5 of shareholders funds. For a private fund the JFSC will want to know what financial resources the promoter has; and ultimate ownership of the promoting group. Promoters under the ownership of or under the control of a single or a small number of persons are not likely to be acceptable as promoters of very public funds. For a private fund the JFSC is unlikely to look favourably upon a promoter that is in the sole ownership or control of one individual. The regulatory objective behind the Promoter Policy is to further strengthen the Island s reputation as a high quality and well regulated centre for the establishment and administration of collective investment funds. Promoters should discuss the form and content of a regulatory application with Ogier at an early stage in the planning for a fund launch. Application procedure There are three stages in the authorisation process for public and private investment funds: initial review, documentary review and formal licensing. A streamlined procedure exists for Unregulated, Listed and Expert Funds, which are set up within a specified framework designed for institutional offering. The authorisation process set out below accordingly does not apply to these fund types. Initial Review A regulatory initial review checklist setting out the key features and structure of the fund is completed and submitted to the JFSC with supporting documentation and a letter outlining the proposal. The JFSC will generally respond within a week indicating whether the fund and promoter appear acceptable. If so, the JFSC will issue its inprinciple consent to the establishment of the fund. Documentary Review At this stage a final draft prospectus is submitted to the JFSC for review and if the fund is to be offered to the public, all of the fund s constitutive documents. Other items may be required at this stage as follows: personal questionnaires (for directors, beneficial owners with shareholdings above a certain threshold, compliance personnel and, at the request of the JFSC, the promoter); documentary review checklist relating to the contents of the prospectus; fund certificate application form; and the prescribed fee. The documentary review stage can take up to four weeks and if personal questionnaires in respect of the proposed directors and other key persons have not previously been approved, the review may take slightly longer and it is recommended that personal questionnaires are submitted at an early stage. Formal Licensing The JFSC will grant final regulatory consents and will require copies of the relevant documents to be submitted in their final printed form. If the fund is a private fund, the formal licensing stage should only take a couple of days. At this stage, the JFSC will consider whether the promoter of the fund is acceptable. 5

6 Private funds Private funds are regulated under COBO. The COBO provides for the supervision in Jersey of (i) the raising of money, i.e. where money is made available in Jersey, by the issue of securities, (ii) the issue of securities and (iii) the circulation of offers for subscription, sale or exchange of securities in Jersey, all of which require the prior consent (a COBO Consent ) of the JFSC. A private or COBO-only fund will typically exhibit the following characteristics: a private placement memorandum or offer document; or no private placement memorandum or offer document but some or all of the following characteristics: more than 15 but fewer than 50 offerees; a third party investment adviser/investment manager the investors are not connected persons; or the fund is open-ended. The COBO Consent is required for the issue of securities and/or the maintenance of a register in Jersey. COBO Consent will also be required in the case of a non-jersey fund for the raising of money in Jersey and/or circulation of a prospectus for a non-jersey fund unless it is able to bring itself within a recognised exemption gateway. There are no content requirements prescribed under COBO for the offer document of a private fund, although the offer document will be subject to review by the JFSC. However, if the fund is structured as a closed-ended company, the prospectus will also need to comply with the content requirements of the Companies (General Provisions) (Jersey) Order 2002 referred to below. Private funds are not regulated by the JFSC on an ongoing basis. There is no requirement for Jersey directors or service-providers to be appointed nor is there any audit requirement (unless the fund is a public company). However, JFSC approval is required in relation to the fund s promoter, service providers, structure and offer document. In addition, the COBO Consent may impose conditions which make it necessary to revert to the JFSC for revised consent in relation to any subsequent changes to the structure of the fund. For example there may be a requirement to obtain JFSC approval to a change in the fund s service providers or, where the fund is established as a limited partnership, a change in the identity of the general partner. Content of prospectus Depending on the type of vehicle used, there may be specific content requirements in relation to the fund s prospectus. These requirements are in addition to the specific content requirements imposed by the Unregulated, Listed and Expert fund regimes. UFPO The Collective Investment Funds (Unclassified Funds) (Prospectuses) (Jersey) Order 1995 (the UFPO ) prescribes certain information in relation to the fund and its service providers that must be included in the prospectus. The UFPO applies to open-ended collective investment funds which are either: an open-ended investment company issued with a certificate (a CIF Certificate ) under the CIF Law and whose manager is registered under the FSJ Law as a manager in relation to the fund; or an open-ended unit trust whose manager is registered under the FSJ Law as a manager in relation to the fund. UFPO does not currently apply to funds that fall outside of these categories or to closed-ended funds. 6

7 CGPO Closed-ended corporate funds must comply with the provisions of the Companies (General Provisions) (Jersey) Order 2002 (the CGPO ). The CGPO also prescribes certain information that must be included in a fund s prospectus, such as details of the company s promoter and advisers. The CGPO currently applies to all closed-ended companies that wish to circulate a prospectus, whether or not such companies are regulated as CIFs. There are no additional offer document requirements in relation to (i) closed ended unit trusts or limited partnerships or (ii) openended limited partnerships. However, the JFSC is actively considering proposals to align the regulation of prospectuses for all certified funds, (i.e. funds that hold a CIF Certificate). Public funds Publically offered investment funds are regulated under the CIF Law. A collective investment fund or CIF is defined in Article 3 of the CIF Law as a fund which has as its object, or one of its objects, the collective investment of capital acquired by means of an offer to the public of units for subscription, sale or exchange - and any of the following circumstances apply: units are or have been or will be issued continuously (or in blocks at short intervals); units are or are to be bought back or redeemed continuously (or in blocks at short intervals) upon the request of the holder and out of the assets of the fund; or the fund operates on the principle of risk spreading. Units in a public fund may be offered to an unlimited number of potential investors. An offer to the public is defined in Article 3(3) of the CIF Law as an offer which is not addressed exclusively to a restricted circle of persons. There are various indicators of what constitutes a restricted circle of persons, for example, subscriptions in the fund are being offered to fewer than 50 persons. There are four types of CIF regulated under the CIF regime: Expert Fund, Listed Fund, Unclassified Fund and Recognised Fund. Recent growth in the number of new Jersey funds was primarily driven by alternative asset classes. The majority of alternative investment funds are established as Expert or Unregulated funds. These types of fund are described below. Expert Funds The Expert fund regime is designed to facilitate investment fund offerings to be made to professional and qualified investors and has been well received by the investment fund market since inception in February The main characteristics of an Expert fund are as follows: may be sold to expert investors only, namely investors who: make a minimum initial investment or commitment of US$100,000 (or currency equivalent); are a high net worth individual with US$1,000,000 in assets (excluding their principal residence, but including assets jointly held with a spouse); or are a professional investor or other expert investor as defined in the Expert Fund Guide; must comply with the CIF Law and the Jersey Expert Fund Guide (the Expert Fund Guide ) published by the JFSC; the offer document must meet the content requirements of the Expert Fund Guide and either the UFPO or the CGPO, as applicable; 7

8 the offer document and application form must include a prescribed form of investment warning, which must be signed by investors; must have two Jersey resident directors with appropriate experience appointed to the board of the fund company, the general partner or the trustee, as applicable; the fund itself must be a Jersey company or have a Jersey general partner or a Jersey trustee; must have a Jersey monitoring functionary - either an administrator or manager in Jersey; if the fund is open-ended, a Jersey custodian or (in the case of hedge funds) an international prime broker must be appointed; the investment manager must be regulated in an OECD member state or otherwise approved by the JFSC; and the fund must be audited. There is no regulatory review of an Expert fund s structure, documentation or promoter. An Expert fund is authorised on the basis of a fast-track, self-certification basis (confirmed by the fund s administrator) that it complies with the Expert Fund Guide. An Expert fund is not subject to: investment restrictions or borrowing limitation; and Expert funds benefit from a light-touch regulatory regime and can be approved on an expedited basis. Once the Expert fund certification has been filed with the JFSC together with the fund s offer document, the JFSC s timeline for approval of an Expert fund is 3 working days. This is on the basis that fund meets the published requirements or has received case specific consent from the JFSC in advance for derogation from such requirements. Unregulated Funds Unregulated funds are exempted from regulation under the Collective Investment Funds (Unregulated Funds) (Jersey) Order 2008 (the Unregulated Funds Order ). Funds which comply with the Unregulated Funds Order do not require JFSC approval and can be established on a same day basis by filing a notice with the JFSC. Unregulated Funds are not monitored or regulated by the JFSC on an ongoing basis. There are two types of Unregulated Fund in Jersey: Unregulated Eligible Investor Funds and Unregulated Exchange Traded Funds. Unregulated Exchange Traded Funds must be closed-ended and listed on an approved stock exchange. Unregulated Exchange Traded Funds are subject to the rules of the exchange on which they list. any limit on the number of investors. An Expert Fund may be listed on a stock exchange that permits restrictions to be imposed on who may invest in the fund - provided such restrictions mirror the requirements for an Expert fund; Ongoing monitoring requirements are limited to the JFSC approval of any changes that require derogation from the Expert Fund Guide and the fund s CIF Certificate, including changes to the fund s directors and service providers. 8

9 Unregulated Eligible Investor Fund An Unregulated Eligible Investor Fund: may be sold to eligible investors investors only, namely investor who: make a minimum initial investment or commitment of US$1,000,000 (or currency equivalent); are a high net worth individual with US$10m in assets excluding their principal residence, but including assets jointly held with a spouse; or are an institutional and other sophisticated investor who qualifies as an eligible investor as defined in the Unregulated Funds Order; may be open-ended or closed ended; is not subject to any investment restrictions or borrowing limitations; may be listed on a stock exchange provided the exchange permits transfer restrictions; must have at least one Jersey service provider, namely: Jersey GP of a limited partnership; or Jersey corporate trustee/manager of a unit trust; or provider of registered office (Jersey administrator) to a company; has no requirement for other Jersey service-providers or directors and no audit requirement (unless the fund is a company); has no limit on the number of investors and, accordingly, can be offered or sold to an unlimited number of eligible investors. The offer document for an Unregulated fund must include a prominent statement that the fund is unregulated and an investment warning in the form prescribed in the Unregulated Funds Order. Investors must provide a written acknowledgment that they accept the fund s risks. There are no additional offer document requirements (other than CGPO or UFPO, as applicable) and no regulatory oversight of the fund s structure, set up, conduct or structuring documents. Companies Investment Funds may have a corporate form. The incorporation of a company under the laws of Jersey is by means of registration under the Companies (Jersey) Law 1991, as amended (the Companies Law ). The incorporation process can be carried out while the terms of the draft offering document are being reviewed by the JFSC. The are no authorised share capital or minimum issued share capital requirements imposed on a Jersey company. The Companies Law enables capital to be denominated in any currency and share capital of either par value or no par value shares to be issued in various classes, including redeemable shares. Redeemable shares may be issued on the basis that they will be redeemable in cash, at the option of either the shareholder or the company. Investment funds that are structured as open-ended companies normally issue redeemable shares, to allow investors to realise their investment. Jersey law also provides for the incorporation of two types of cell company structure, the protected cell company ( PCC ) and the incorporated cell company ( ICC ). A PCC and its cells, together, form a single company. Under the Companies Law, the assets of the PCC and its cells are ring-fenced from the assets of the others. Accordingly, there is bankruptcy remoteness in each cell. Bankruptcy remoteness also applies to ICC structures and in the case of the liabilities of each cell ring-fencing is reinforced by the fact that each cell of an ICC is a separate company. 9

10 Limited Partnerships The Limited Partnerships (Jersey) Law 1994 as amended provides a comprehensive statutory framework for the establishment and operation of limited partnerships in Jersey. A limited partnership may be an appropriate structure for a number of different purposes. A principal use is in the venture capital industry - limited partnerships have become the vehicle of choice for closed-ended private equity funds. A limited partnership may also be an attractive structure for various tax planning purposes. In order to establish a limited partnership the general partner executes a declaration of partnership and the limited partnership will come into existence upon registration of the declaration by the Registrar of Limited Partnerships. Under Jersey law, a limited partnership will not be subject to separate assessment for income tax and a non-resident partner will not be liable to Jersey income tax (and no withholding on account of Jersey tax will be made) except on Jersey source income. Jersey source income excludes capital profits, interest paid on limited partners loans to the limited partnership or income profits from investment or trading activities outside of Jersey. A limited partnership consists of one or more general partners and one or more limited partners. The general partner will manage the business of the partnership and have unlimited liability for its debts. The liability of investors taking interests as limited partners (and who do not participate in the management of the partnership) will be limited as to the amount of their investment. In recent years the limited partnership has been particularly favoured for use in venture capital projects and other alternative asset classes as the partnership is generally treated as being fiscally transparent. Unit Trusts In contrast to an investment company, a unit trust is not a separate legal entity as such, but a trust arrangement whereby legal ownership of the fund s assets is vested in a trustee who holds the assets of the fund on trust for the benefit of the unitholders. The unit trust will be constituted by means of a trust instrument made between a Jersey trustee company and an independent Jersey management company. The management company will typically undertake promotion of the scheme by means of publication of an explanatory memorandum relating to the offer of units in the trust. The management group will also undertake - or enter into contacts in relation to - the management and general administration of the fund. The trustee will manage the assets themselves and will generally act as the custodian of the investment assets of the fund. The trust instrument will generally contain provisions regulating the issue, redemption and valuation of units, the appointment and removal of the trustee, its duties and remuneration, borrowing powers, investment restrictions and for the winding-up of the trust. Recognised Funds The ability of offshore investment funds to offer shares directly to investors in the United Kingdom has been restricted by the FSMA. However, Section 270 of the FSMA provides a procedure for the recognition of investment funds established in designated territories whose laws afford investors in the United Kingdom protection at least equivalent to that provided under the FSMA. Jersey has obtained designated territory status under section 270 of the FSMA and a number of Recognised funds have been recognised by the Securities and Investment Board. The regulations adopted to achieve this designation reflect the requirements which 10

11 apply to authorised unit trusts in the United Kingdom and their operators, with appropriate adjustments to cover open-ended investment companies (which are not currently possible under UK company law). A Jersey Recognised fund which qualifies under the regulations made pursuant to the Financial Services and Markets Act 2000 (Collective Investment Schemes) (Designated Countries and Territories) Order 2003 and is granted a CIF Certificate is freely marketable in the United Kingdom and may offer its shares for direct subscription by the public in the United Kingdom. Presently any Recognised fund which is not a feeder fund is eligible for a CIF Certificate under the CIF Law. Recognized Funds and their functionaries are wholly regulated under the CIF Law. Functionaries of Recognised funds require a permit under the CIF Law and the promoter is subject to the Promoter Policy. Selection of Fund Vehicle Investment funds under management in Jersey take a number of different forms and new types of fund structures are constantly being developed. However, in practice the types of investment vehicle most often encountered are closed-ended and open-ended companies (including PCCs and ICCs), closed-ended limited partnerships and unit trusts. The prospective investor at whom the investment product is targeted will be an important consideration in determining the selection of the appropriate form of investment vehicle. Where, for example, a retail fund is to be offered to the public in the UK a unit trust may be the most familiar structure, whereas if the fund is to be marketed in Europe or in the US, an open-ended mutual fund company may be the appropriate form. For a complex investment product having a high minimum investment threshold which is to be offered to investment institutions, a limited partnership may be the appropriate form. While regulatory and marketing considerations are important in selecting whether the corporate, trust or partnership form is used, the fiscal implications for investors will generally be the determining factor. The promoters of the investment fund will generally wish to ensure that, at the least, the scheme achieves tax neutrality, whereby an investor will be in the same tax position whether he makes his investment directly in the underlying assets or through the medium of the investment fund. In most tax jurisdictions the corporate form, by virtue of being a separate legal entity, is treated as being fiscally non-transparent, the fund s tax position being determined without regard to its shareholders. However, it has been possible to structure companies as entities which satisfy the relevant conditions within other jurisdictions for fiscal transparency. A limited partnership on the other hand will for tax purposes generally be treated as being transparent and the total tax take will be determined by the partners individual circumstances. For fiscal purposes a unit trust has mixed tax characteristics. In certain jurisdictions it may be treated as being transparent for income and non-transparent for capital gains distributions. The revenue authorities may regard income in the hands of the trustee as the income of the unit-holder. Accordingly, for certain types of investments in certain jurisdictions it may be advantageous for investors to use a trust vehicle. However, by virtue of the greater flexibility provided by the corporate form for listing on stock exchanges and the wider acceptability of companies for marketing purposes, the majority of investment funds established in Jersey in recent years have been closed-ended and open-ended investment companies. 11

12 Taxation and Charges Jersey offers a location for investment funds which does not impose a local tax burden on an investment fund or non-jersey resident investors. There are no capital taxes in Jersey. No stamp duty is levied on the creation, transfer, redemption or cancellation of shares, units or limited partnership interests. Stamp duties may be payable in Jersey where such securities form part of the Jersey estate of a deceased individual on a sliding scale at a rate of up to 0.75%. Jersey does not otherwise levy taxes upon capital, inheritances, capital gains or gifts nor are there otherwise estate duties. A Jersey investment fund company which is resident for tax purposes in Jersey will be subject to income tax in Jersey at a rate of zero per cent. Dividends on shares and redemption proceeds may be paid by the fund without withholding or deduction for or on account of Jersey income tax and holders of shares (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such shares. As there is no capital gains tax in Jersey it is possible to accumulate income and realised gains tax-free in Jersey. The standard fee for incorporating a company is 200. Registration fees of 500 are payable upon registration of a limited partnership. A Jersey limited partnership is not subject to assessment to taxation in Jersey in its own name. The partners are assessed in their own names as follows: investors who are not resident for taxation purposes in Jersey will not be liable to Jersey income tax in practice on distributions from (or interest receivable from a loan made to) the limited partnership and confirmations in this regard are generally obtained from the Comptroller of Income Tax in Jersey; and investors who are resident for taxation purposes in Jersey are charged to Jersey income tax on the whole of their share of the income profits arising to the limited partnership. Neither the trustee nor the assets of a unit trust will be liable to Jersey income tax on the income of a unit trust arising outside Jersey (including bank interest, either automatically or, where there are Jersey resident individual unitholders, by application). Unitholders who are not resident for income tax purposes in Jersey are not subject to taxation in Jersey in respect of any income or gains arising in respect of units held by them (other than any Jersey source income excluding bank deposit interest). It should be mentioned that the basic rate of income tax on company profits in Jersey is 0%, however, certain regulated businesses will be subject to income tax at 10%. Public funds and their service providers must pay application and annual fees to the JFSC. According to the JFSC s website at the main current fees are as set out as follows: 12

13 Fund Services Business Fees Application Fee 1,000 per fund service provider (one-off payment) Annual Fee Payable by reference to the number of pools of assets each fund service provider provides services to: Number of pools of assets Annual Fee 0-1 2, , , , , , , , or more 20,000 Recognised Fund Fees Application Fee 1,000 per functionary (including the fund) Annual Fee Payable by reference to the number of pools of assets in all the collective investment funds each functionary is appointed to: Number of pools of assets Annual Fee 0-1 4, , , , , , , , or more 22,000 Collective Investment Fund Fees Application Fee One-off payment of: 1,000 in respect of the fund; and 1,000 in respect of each fund service provider in relation to the fund. Annual Fee Payable by reference to the total number of pools of assets in the fund at the time: Number of pools of assets Annual Fee 0-1 2, , , , , , , , or more 20,000 13

14 European Union Directive on the Taxation of Savings Income Jersey is not subject to the EU Savings Tax Directive. However, the States of Jersey have introduced a retention tax system in respect of payments of interest, or other similar income, made to an individual beneficial owner resident in an EU member state by a paying agent situated in Jersey. Such an individual beneficial owner resident in an EU member state will be entitled to request a paying agent not to retain tax from such payments but instead apply a system by which the details of such payments are communicated to the tax authorities of the EU member state in which the beneficial owner is resident. In order to give effect to these measures, Jersey has entered into bilateral agreements with the 27 EU member states. The agreements will only apply to interest payments when these payments are made by a paying agent situated in Jersey. Country Status To assist international cooperation and the exchange of information, the JFSC has entered into bilateral regulatory agreements with a number of overseas regulatory authorities. Jersey has also entered into tax information exchange agreements with a number of countries. Bilateral Regulatory Agreements Belgium, Cyprus, France, Germany, Gibraltar, Ireland, Italy, Malta, Netherlands, Poland, United Kingdom. Australia, Bahrain, Bermuda, British Virgin Islands, Canada, Cayman Islands, China, Guernsey, Hong Kong, Isle of Man, Mauritius, Oman, Qatar, South Africa, United Arab Emirates, USA. Tax Information Exchange Agreements Denmark, Finland, France, Germany, Ireland, Netherlands, Portugal, Sweden, United Kingdom. Australia, Canada, China, Faroes, Greenland, Iceland, Mexico, New Zealand, Norway, Turkey, USA. Under the terms of the agreements, interest payments may include distributions from and the proceeds of shares or units in certain collective investment schemes. The provisions will only apply to schemes which are equivalent to a UCITS. 14

15 About Ogier Ogier is an award winning offshore legal and fiduciary services provider. The Group advises on all aspects of Jersey, Guernsey, Cayman and BVI law and associated fiduciary services through a global network of offices covering all time zones and key financial markets. Ogier continues to be recognised as a leading law firm by the principal legal directories, including Legal 500 and Chambers. Contact details Jersey Legal Michael Lombardi [email protected] Daniel Richards [email protected] Tim Morgan [email protected] Fiduciary Jane Pearce [email protected] This memorandum has been prepared for the assistance of clients considering establishing an investment fund in Jersey. It is intended to provide only a summary of the main legal requirements and general principles applicable to the establishment of an investment fund in Jersey and it is not intended to be comprehensive in its scope. It is recommended that a client seeks legal advice on any proposed transaction prior to taking steps to implement it. A series of briefings on other aspects of Jersey law have been produced by Ogier and are available on request. This memorandum has been prepared on the basis of the law and practice as at 1 March This brochure is printed using FSC approved paper which is sourced from well managed forests. Please recycle this brochure after use. 15

16 Award winning offshore legal and fiduciary services Welcome to Ogier Ogier s Investment funds team provides offshore legal advice on fund formation, structuring, regulation, de-registration, termination and on-going advice to investment funds and managers. We have a fully integrated fund administration and legal investment funds practice comprising more than 100 administrators and 80 lawyers who can handle complex offshore fund transactions across all time zones. Using our international network, we establish and manage cross border fund structures to optimise processes and client service. Whether you are a fund manager, legal adviser, or an established player, Ogier s legal and fund administration service has the expertise to deliver a proactive and flexible approach for all your investment fund needs. Best Offshore Law Firm, 2011 Hedgeweek Award Offshore Law Firm of the Year, 2010 Chambers Europe Award for Excellence Channel Islands Law Firm of the Year, 2010 PLC Which Lawyer? Offshore Law Firm of the Year, 2008 and 2009 British Legal Awards European Legal Services Provider, 2009 ICFA For further information please visit PLC Which lawyer? Law Firm Awards 2010 Winner Law Firm of the Year: Channel Islands Ogier Fund Administration (Jersey) Limited is regulated by the Jersey Financial Services Commission. Bahrain British Virgin Islands Cayman Islands Guernsey Hong Kong Ireland Jersey London Tokyo