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#GSX Limited ('GSX') is a #Gibraltar-based private limited Company that has a #StockExchange license from the Financial Services Commission (#FSC) in Gibraltar. The Stock Exchange opened in 2014. #GibraltarFinance #GrantThornton #Funds
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2
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)
“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.”
4
In order to list an open fund must: (i) appoint a Member Firm; (ii) 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.
6
Responsibilities of the
Listing Member
It is a requirement of the
CIS Code that an Applicant
appoint a Listing Member.
A Listing Member shall
be responsible for:
- 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 Unit-
Holders (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:
- 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
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.
8
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.
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.
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.
10
Listing Particulars
An Applicant must publish
Listing Particulars in
English.
The Listing Particulars shall
include:
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.
Units
Disclosure of the units
that are being admitted
to listing, including
details of:
- 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
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:
- 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
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
11
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 co-
investment 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:
- 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:
- 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).
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
(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 unit-
holders 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.
13
A Listed Fund must comply
with the continuing
obligations of the CIS Code.
Listing Particulars
Listing Particulars must
be available during
normal business hours at
the office of the Listing
Member for interested
parties.
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.
Valuations
Net Asset Values
(“NAVs”) must be
prepared and reported to
GSX and the Listing
Authority within 20
business days of the
valuation day.
NAVs calculated prior to
the date of listing must
be notified to GSX
within 20 business days
of listing.
Notification of Changes
and other Reporting
Requirements
A listed fund must notify
GSX and the Listing
Authority within 20
business days of:
- 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.
Prior Approval of GSX and
the Listing Authority
Prior approval of GSX
and the Listing Authority
(approval shall be
requested at least 20
business days prior to
implementation date):
- variation of the class
rights of unit-holders;
- material changes to
operations;
- termination (unless unit-
holder approval has been
obtained); and
- cancellation of listing.
Prior Approval of Unit-
holders
The following require
prior approval of unit-
holders (unless disclosed
in the Listing
Particulars):
- 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 de-
listing).
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.
Unit-holders must be
appropriately informed
and enabled to vote at
unit-holder meetings.
Miscellaneous Obligations
A Listed Fund must:
- ensure equality of
treatment of unit-
holders;
- 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.
15
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).
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:
- 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.
A suspension shall
continue until such time
as the matter has been
addressed and specified
by the Listing Authority.
The Listing Authority
may cancel the listing of
a fund:
- 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.
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.
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.
17
What does GSX do and is
it a regulated market?
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.
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,
however, operate as open-
ended funds.
Where can I find the rules
for listing?
The rules for listing open-
ended 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:
- 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 de-
listing (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
admission to the Official List
of GSX.
In many instances the only
Gibraltar service provider to
the listed fund will be its
Member Firm.
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.
18
Are there any
requirements for the
constitution of the
controllers? 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. 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
as GSX and the Listing Authority may determine: - 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.
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.
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: - 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.
20
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23
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. [email protected]
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