Certified Funds Code of Practice Schedule 1 - 15 July 2021

Glossary of Terms

Unless otherwise defined, the following terms when used in the Code of Practice shall have the meanings set out below. If not defined below or elsewhere in the Code, terms, where relevant, have the same meanings as are ascribed to them in the Collective Investment Funds (Jersey) Law 1988, as amended (the Law).

AIF	Means Alternative Investment Fund within the meaning of Regulation 3 of the AIF Regulations.
AIF Code	Means the Code of Practice for Alternative Investment Funds and AIF Services Business.
AIF Order	Means the Alternative Investment Funds (Jersey) Order 2013, as amended from time to time.
AIF Regulations	Means the Alternative Investment Funds (Jersey) Regulations 2012, as amended from time to time.
AIFM Directive	Means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010, as amended from time to time
Anti-money laundering legislation	Includes the Proceeds of Crime (Jersey) Law 1999, the Money Laundering (Jersey) Order 2008 and the Terrorism (Jersey) Law 2002, as well as any other applicable laws, all as amended from time to time. It also includes the international sanctions regimes implemented through the Sanctions and Asset-Freezing (Implementation of EU Regulations) (Jersey) Order 2020 and equivalent legislation relating to the implementation of UK sanctions. The legislation must be observed in conjunction with the requirements of the Handbook for the Prevention and Detection of Money Laundering, Countering the Financing of Terrorism and Countering Proliferation Financing, issued by the JFSC.
Applicable Rules	In relation to a Fund, means the following: The Law, any Orders and Regulations made under it and the Code Other legislation relevant to the activities of the Fund The principles contained in the Guide relevant to each specific Fund Any conditions attached to a Certificate Policy statements issued by the JFSC from time to time The Fund’s Constitutive Documents and prospectuses.
Affiliate of the Fund	Means any person whose name is linked to the promotion of the Fund.
Associate of the Fund	Has the same meaning as given in the Classification Guide for Jersey Expert Funds.
Certificate	Means a certificate granted under Article 8B of the Law.
Certificate Holder	Means the person described in Article 8A(1) of the Law who is issued with a Certificate.
Code	Means the Code of Practice for Certified Funds.
Collective investment fund	Has the same meaning as in Article 3 of the Law.
Complaint	Means any oral or written expression of dissatisfaction, whether justified or not, from, or on behalf of, a person about the provision of, or failure to provide, a service that relates to the business of the Fund, which alleges that the complainant has suffered (or may suffer) financial loss, material distress or material inconvenience.
Constitutive Documents	Means the principal documents governing the formation of a Fund, including: The trust instrument in the case of a Fund which is a unit trust The memorandum and articles of association of a Fund which is a company The limited partnership agreement where the Fund is a limited partnership The Fund rules (if any) Any agreement for the management of the Fund Any agreement appointing a custodian to the Fund, But excludes Fund Services Business Agreements other than those listed above.
CPD	Means Continuing Professional Development.
EEA State	Means a State which is a Member State or any other State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May, 1992 as adjusted by the Protocol signed at Brussels on 17 March 1993 (currently Iceland, Liechtenstein and Norway) or a State which becomes a contracting party to these arrangements in the future, to which the AIFM Directive applies.
European Union/EU	Means 27 sovereign Member States (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden), to which the AIFM Directive applies.
Exceptions Regulations	Means the Rehabilitation of Offenders (Exceptions) (Jersey) Regulations 2002, as amended.
FS(J)L	Means the Financial Services (Jersey) Law 1998, as amended from time to time.
FSB Code	Means the Code of Practice for Fund Services Business.
Fund	Means a certified fund within the meaning of the Law.[i]
Fund Assets	Means assets of any description belonging to the Fund or made available by or due to a Unitholder.
Fund service provider	Means a person who carries on fund services business.
Fund services business	Has the same meaning as in Article 1 of the Financial Services (Jersey) Law 1998 as amended.
Fund Services Business Agreement	Means the agreement or equivalent document by which a person is appointed as a provider of fund services business to a Fund.
Guide	Means any guide published by the JFSC from time to time, and as applicable to each individual Fund, including, but without limitation: The Jersey Expert Fund Guide The Jersey Listed Fund Guide The OCIF Guide The Jersey Eligible Investor Fund Guide The Non-domiciled Fund Guide.
Jersey Eligible Investor Fund	Means a Fund meeting the characteristics set out in and authorised under the Jersey Eligible Investor Fund Guide
Jersey Eligible Investor Fund Guide	Means the latest version of the Jersey Eligible Investor Fund Guide published by the JFSC setting out the conditions applicable to Jersey Eligible Investor Funds.
Jersey Expert Fund	Means a Fund meeting the characteristics set out in and authorised under the Jersey Expert Fund Guide.
Jersey Expert Fund Guide	Means the latest version of the Jersey Expert Fund Guide published by the JFSC setting out the conditions applicable to Jersey Expert Funds.
JFSC	Means the Jersey Financial Services Commission.
Jersey Listed Fund	Means a Fund meeting the characteristics set out in and authorised under the Jersey Listed Fund Guide.
Jersey Listed Fund Guide	Means the latest version of the Jersey Listed Fund Guide published by the JFSC setting out the conditions applicable to Jersey Listed Funds.
OCIF Guide	Means the latest version of the OCIF Guide to establishing an OCIF published by the JFSC.
Key person	Has the same meaning as provided by Article 1 of the Law.
Law	Means the Collective Investment Funds (Jersey) Law 1988, as amended.
Member State	Means a Member State of the European Union or other EEA State.
OCIF	Means a Fund approved by the JFSC as a Jersey open-ended unclassified collective investment fund offered to the general public.
Principal person	Has the same meaning as provided by Article 1 of the Law.
Recognized Fund	Has the same meaning as provided by Article 1 of the Law.
Sustainable Investment	An investment or investments which contribute to either an environmental or social objective.
UK AIFM Regulations	Means the Alternative Investment Fund Managers Regulations 2013 of the United Kingdom (S.I. 2013/1773), as amended from time to time.
Unit	Has the same meaning as provided by Article 1 of the Law.
United Kingdom/UK	Means England, Scotland, Wales and Northern Ireland to which the UK AIFM Regulations apply.
Unitholder	Any person who participates in the Fund or who may participate in the Fund as the context dictates.
Unregulated Fund	Means a fund that has filed a notice in accordance with Article 3 of Schedule 1 or Schedule 2 of the Collective Investment Funds (Unregulated Funds) (Jersey) Order 2008, as amended.

Introduction

The Code is issued by the JFSC under powers given to it by Article 15 of the Law. The Code has been prepared and issued for the purpose of setting out the principles and detailed requirements that must be complied with in respect of any certified fund, and any provision of the Law or any Regulations or Order made under it.

It is the responsibility of the Fund, operating through the Certificate Holder, to comply with these principles and requirements, and to implement such additional practices as it considers necessary for the proper management and control of its business. In exceptional circumstances, where strict adherence to the Code would produce an anomalous result, a Fund may apply to the JFSC for variance from the Code.

Where the Fund, operating through the Certificate Holder, considers that it may not be able to achieve full compliance with the Code for a temporary period (for example, for a short period after first being licensed) it should, in advance, agree a plan of action (to include timescales) with the JFSC to bring itself into full compliance with the Code

Where the Fund is constituted as a limited partnership or unit trust, the intention is that the governing body of the Fund, being those with ultimate control over and responsibility for the Fund, should ensure the Code is adhered to and that the Fund is operated in a manner that complies with the Code. Accordingly, responsibility for failing to comply with requirements of the Code will rest with the Fund’s governing body. For a limited partnership this means the general partner and for a unit trust it means the trustee.

The Certificate Holder may appoint one or more persons (for example the appointed manager of the Fund) to carry out the actions necessary for the Certificate Holder to comply with the Code (including through the provision for adoption by the Fund of policies, procedures, systems, controls and disaster recovery arrangements), however ultimate responsibility for compliance with the Code remains with the Fund operating through the Certificate Holder.

The Code provides enforceable requirements in the form of high level principles supported by detailed rules in the areas of corporate governance, conduct of business and prudential matters and are arranged under nine principles which are further described, explained and delimited as the case may be. Those principles are:

1. A Fund must conduct its business with integrity;
2. A Fund must act in the best interests of Unitholders;
3. A Fund must organise and control its affairs effectively for the proper performance of its business activities and be able to demonstrate the existence of adequate risk management systems;
4. A Fund must be transparent in its business arrangements with Unitholders;
5. A Fund must maintain, and be able to demonstrate the existence of, both adequate financial resources and adequate insurance;
6. A Fund must deal with the JFSC and other authorities in Jersey in an open and co-operative manner;
7. A Fund must not make statements that are misleading, false or deceptive; and
8. A Fund must at all times comply and be operated in accordance with any applicable Guide.
9. A Fund must comply, where relevant, with the applicable sections of the AIF Code.

Each section of the Code is designed to be understood by reference to its full text, including any notes. The Code should be read by Certificate Holders in conjunction with the Law and its subordinate legislation, together with any conditions attached to a Certificate held under the Law, and the Handbook for the Prevention and Detection of Money Laundering, Countering the Financing of Terrorism and Countering Proliferation Financing.

Certain parts of the Code:

Replace conditions formerly imposed on the Fund by means of Certificate conditions;

Only apply to particular types of Fund such as OCIFs, Jersey Expert Funds, Jersey Listed Funds, and Jersey Eligible Investor Funds; or

Only apply where the Fund is also an AIF.

For example special provisions are documented in principles 8 and 9 of the Code.

In complying with the Code the JFSC recognizes there may be some degree of overlap or duplication with the requirements of other applicable Codes, notably the Code of Practice for Fund Services Business. In those circumstances, where one document is fully compliant with both sets of requirements it can be used for both purposes in order to reduce duplication.

Consequences of breaching the Code

Failure by a Fund to follow the Code represents grounds for the JFSC to take regulatory action. Where the JFSC has reason to believe that at any time there has been a failure on the part of a Fund to comply with the Code, it may consider making use of its regulatory powers which, in serious cases, could include requiring a Fund to wind up and revocation of its Certificate.

In addition, failure to comply with a Code may support a decision by the JFSC that, for example, continued non-compliance or other failure to remedy the circumstances giving rise to the breach may be addressed by the issue of a written direction under Article 13 of the Law. Such a direction might impose requirements on the Fund to do or not to do things, remove persons, or cease operations. In appropriate circumstances that direction can be made public.

Whilst failure to comply with the Code shall not of itself render any person liable to proceedings of any kind (excluding regulatory action that may be taken by the JFSC in response to a contravention) or invalidate any transaction, the Code shall be admissible in evidence if it appears to the court conducting proceedings to be relevant to any question arising in the proceedings, and shall be taken into account in determining any such question.

Where it appears to the JFSC that a person has failed to comply with the Code, it may issue a public statement under Article 17 of the Law.

In a number of places the Code requires the JFSC to be advised of a matter “in writing”. For the avoidance of doubt, a notification given by email, or by means of the JFSC’s online portal, will be considered by the JFSC to meet that requirement (unless the particular Code requirement specifies otherwise how a notification “in writing” must be given).

Revision of the Code

In accordance with Article 15(1) of the Law, the JFSC may, after consultation with such persons as appear to be representative of the interests concerned, revise the Code by revoking, varying, amending or adding to its provisions.

In November 2018 the JFSC published Consultation Paper No. 10, proposing a number of amendments to the Code and, in March 2019, published a feedback paper summarising respondents’ comments and the JFSC’s responses.

Rather than detail the amendments here, the JFSC has published a version of the Code that highlights the amendments applied.

In December 2020 the JFSC published a Position Paper outlining consequential amendments to the the AIF Code, this Code and the FSB Code (together, the Codes), to take account of the United Kingdom’s exit from the European Union on 31 December 2020 and specifically, the amendments to the FS(J)L, the AIF Regulations and the AIF Order introduced by the European Union (United Kingdom Exit – Alternative Investment Funds) (Jersey) Regulations 2019 and effective from 1 January 2021.

In the same way as the changes brought in by the European Union (United Kingdom Exit – Alternative Investment Funds) (Jersey) Regulations 2019 are designed to ensure the continued functioning of Jersey’s AIF legislation beyond Brexit, the updated Codes are aimed at preserving the status quo and ensuring business as usual notwithstanding the UK’s exit from the EU.

In June 2021 the JFSC published the feedback paper to Consultation Paper No.1 2021 regarding disclosure requirements related to Sustainable Investments, including the amendments made to this Code. 

Effective Date

This revised Code is effective from 15 July 2021.

With reference to paragraph 2.12, the effective date is 15 July 2021, however for Funds which existed prior to the 15 July 2021, a transitional period with an effective date of 17 January 2022 applies.

Any person that has made an application to the JFSC which is currently under consideration, should review the Code and contact the JFSC to discuss any areas where compliance on grant of a certificate may be an issue.

Advisory note regarding the application of the Code

The Code applies to all unclassified collective investment funds issued with a Certificate by the JFSC under Article 8B of the Law.

Principle 9 of the Code is only applicable to certain Funds, namely any that meet the definition of an AIF.

The Code does not apply to non-Jersey funds, Recognized Funds or Unregulated Funds.

Any Fund approved by the JFSC as a Jersey open-ended unclassified collective investment fund offered to the general public (in other words an OCIF) established prior to the introduction of the Code shall not be deemed to be in breach of them by virtue of any pre-existing variance from the terms of the OCIF Guide.

Responsibility for complying with the Code is as follows:

Company – the board of directors;

Limited partnership – the general partners(s); and

Unit trust – the trustee(s).

For unit trusts and limited partnerships references in the Code:

To the Fund should be read as references to (i) in the context of the Fund taking or not taking action or to the business activities of the Fund, to the Certificate Holder on behalf of the Fund, and (ii) otherwise, to the Certificate Holder;

To any subsidiary or Affiliate of the Fund should be read as references to any subsidiary or Affiliate of the Certificate Holder on behalf of the Fund;

To any parent of the Fund should be regarded as not applicable; and

To any member of the same corporate group as the Fund should be interpreted accordingly.

The Principles

1   A Fund must conduct its business with integrity.

1.1   Failure to comply with the above principle will be considered amongst the most serious of breaches of the Code.

1.2   Without limiting the breadth of the above principle, a Fund must not:

1.2.1   Act or refrain from acting; or

1.2.2   Contract or have any other arrangement;

So as to avoid, or seek to avoid, any regulatory responsibilities it may have under the Code unless the Code expressly permits any such avoidance. 

2   A Fund must always act in the best interests of Unitholders.

2.1   A Fund must act with due skill, care and diligence to fulfil the responsibilities that it has undertaken.

2.2   Where a Fund is authorised to exercise discretion in the execution of its function, it must exercise that discretion in a proper manner and maintain proper records of its actions and decisions.

2.3   A Fund must avoid conflicts of interest arising with its fund service providers or any of their associates. Where such a conflict does arise (and disclosure of the nature of such conflict has not previously been made to Unitholders), the Fund must address such conflict through internal rules of confidentiality, or by declining to act, or by disclosing the nature of the conflict to Unitholders.

2.4   A Fund must transact its business in an expeditious manner.

2.5   When entering into financial, banking or other transactions, the Fund must:

2.5.1   Always act in the best interests of Unitholders; and

2.5.2   Not effect such transactions with inappropriate frequency or in excessive size.

2.6   Where a Fund underwrites or sub-underwrites any offer for the issue, sale or exchange of securities or other investments, all commissions and fees payable to the Certificate Holder and/or any other fund service provider to the Fund in respect of such underwriting or sub-underwriting shall, subject to the Fund’s Constitutive Documents, form part of the assets of the Fund.

2.7   When dealing with Unitholders, a Fund should ensure that all Unitholders are treated fairly.

2.8   Where changes are to be made to the rights of Unitholders that do not require prior approval of Unitholders, the Fund is to give Unitholders sufficient notice of the proposed changes.

2.9   A Fund should ensure appropriate due diligence is undertaken on the suitability of its investments.

2.10 Where the Fund is a hedge fund disclosure should be made to Unitholders of:

2.10.1   The existence of any side letters agreed by the Fund with one or more Unitholders; and

2.10.2   The extent to which the terms of any such side letters may have a material adverse effect on non-party Unitholders.

2.11 A Fund which is a hedge fund should obtain confirmation from its bankers and/or prime brokers that they are duly authorised for the conduct of the business performed in respect of the Fund.

2.12  When a Fund is marketed on the basis of investing in a Sustainable Investment as part of its investment objective, it must disclose (via website, or pre-contractual document, prospectus, or documents in which the terms of investing in the Fund are contained such as a subscription agreement) all material information in relation to the sustainable investment strategy and objectives; including but not limited to:

2.12.1   alignment with any specific taxonomy, or where there is no alignment to a specific taxonomy a statement to that effect;

2.12.2   the proportion of investments that are sustainable;

2.12.3   the basis on which due diligence, benchmarking, and performance measurement and reporting, are likely to be conducted; and

2.12.4   any limitations to methodologies and data.

3 A Fund must organise and control its affairs effectively for the proper performance of its activities and be able to demonstrate the existence of adequate risk management systems.

3.1 Corporate Governance

3.1.1   A Fund must operate an effective corporate governance system that must include the following key elements:

3.1.1.1 Adequate span of control must exist that is appropriate to the nature of the business of the Fund. The Fund must be directed by at least two appropriately qualified and experienced people (‘four eyes’);

3.1.1.2 The relationship of principal persons and key persons within the Fund must be such as to ensure that they can all exercise independent judgement without duress or undue influence from one another in the best interests of the Fund, and so as to secure compliance with the Applicable Rules; and

3.1.1.3 Responsibilities must be apportioned among the Fund’s principal persons and key persons in such a way that their individual responsibilities and accountabilities are clear, and that the business of the Fund is adequately monitored and controlled at senior management and board level.

3.1.2   Clearly defined procedures must be in place so that there is appropriate oversight in order to address the principles of risk management:

3.1.2.1 An assessment of the risks present in the business of the Fund must be made, and those risks must be documented, as must the ways in which they are monitored and controlled; and

3.1.2.2 The Fund must maintain accurate and reliable information systems and timely and appropriate management reporting.

3.1.3   Where the Fund believes the business of the Fund warrants it, a separate risk management committee must be established.

3.1.4   Except for temporary periods not exceeding two months (unless a longer period is agreed in writing by a duly authorised officer of the JFSC), the board of the Fund, where constituted as a company, shall include at least two directors who are resident in Jersey.

3.1.5   All aspects of corporate governance arrangements must be subject to appropriately regular review to ensure their continuing adequacy in light of the Fund’s risk profile, and include a periodic self-assessment, or external assessment, of the board’s effectiveness.

 

3.2 Internal systems and controls

3.2.1   A Fund must:

3.2.1.1 Operate robust internal control systems to ensure compliance with the Applicable Rules. Such systems should be reviewed periodically to ensure that they are working effectively;

3.2.1.2 Ensure that adequate business resumption, disaster recovery and contingency arrangements are in place and tested at appropriate intervals;

3.2.1.3  Ensure that its systems enable management to guard properly against involvement in financial crime and ensure that the Fund is complying with the Code, and with anti-money laundering legislation. Failure to follow legislation to counter money laundering, the financing of terrorism, and proliferation financing or the Handbook for the Prevention and Detection of Money Laundering, the Financing of Terrorism and proliferation financing, may form the basis for regulatory action by the JFSC;

3.2.1.4 Ensure that all transactions and decisions are properly authorised by persons with the requisite knowledge and experience to effect such transactions or make such decisions;

3.2.1.5 Have due regard to the principles of the sound business policy[ii] document issued by the JFSC from time to time in respect of the activities it undertakes; and

3.2.1.6 Comply with the JFSC’s policy on outsourcing as may be updated from time to time. 

3.2.2   A Fund must:

3.2.2.1 Ensure that its principal persons, key persons and any other employees are fit and proper for their roles;

3.2.2.2 Vet and monitor the competence and probity of its principal persons, key persons and any employees;

3.2.2.3 Have proper procedures in place to determine that its principal persons, key persons and all other employees at the time of appointment to a role are fit and proper; and

3.2.2.4 Obtain and retain copies of documentary evidence of qualifications held by employees which are to be used by the Fund to assess the competence of those employees.

3.2.3   Where complex transactions are undertaken or complex structures are administered (either by the nature of the entity or the jurisdiction of the proper law or forum of that entity), more specialised qualifications, experience or other competencies are likely to be required and where this occurs Funds should ensure such additional requirements are met.

3.3 Continuing Professional Development (CPD)

3.3.1   Where a Fund is constituted as a company, CPD is a compulsory requirement for all principal persons and key persons of the Fund. Additionally, CPD is compulsory for key persons of Funds structured as unit trusts or limited partnerships. The Fund is required to maintain CPD records for these persons in their current roles, although it is permissible for the Fund to require these persons to keep their own individual records and to account to the Fund on a regular basis.

3.3.2   The Fund is responsible for ensuring that the CPD is appropriate to those persons identified in paragraph 3.3.1 taking into account their job descriptions or roles, current duties and future development needs.

3.3.3   The persons identified in paragraph 3.3.1 may achieve their CPD targets by adhering to the requirements of their own relevant professional body. However, where the relevant professional body does not prescribe how CPD should be achieved, there are a number of acceptable ways to attain the minimum CPD requirement, including, but not restricted to:

3.3.3.1 Studying for further qualifications;

3.3.3.2 In-house training, seminars, conferences and product presentations;

3.3.3.3 Computer-based training;

3.3.3.4 One-to-one tuition;

3.3.3.5 Reading relevant professional and trade magazines;

3.3.3.6 Personal structured study; and

3.3.3.7 Attending external training courses.

3.3.4   The Fund is responsible for determining how much time is to be spent on CPD each year. As a general indication, it is expected that the majority of those persons identified in paragraph 3.3.1 should undertake not less than 25 hours per year, of which not more than 5 hours may be relevant reading. This amount should be prorated for those employees that work part-time. However, the JFSC acknowledges that such a level of CPD may not be appropriate in the context of every type of Fund. In such circumstances a reduced level of CPD may be appropriate provided that it is determined in accordance with a reasoned, written policy setting out the Fund’s approach to determining acceptable CPD levels.

3.4 Compliance Officer, Money Laundering Reporting Officer and Money Laundering Compliance Officer

This section sets out the responsibilities of the Compliance Officer, the Money Laundering Reporting Officer and the Money Laundering Compliance Officer, and the importance the JFSC attaches to these roles.

3.4.1   A Fund must appoint a Compliance Officer.

3.4.2   The Compliance Officer must:

3.4.2.1 Have appropriate independence and direct access to the Fund’s board of directors or equivalent of the company, trustee(s) or general partner(s);

3.4.2.2 Hold either an appropriate (as determined by the Fund) compliance or other professional qualification or be studying towards such a qualification;

3.4.2.3 Have unfettered access to all business lines and support departments;

3.4.2.4 Have appropriate status within the Fund to ensure that directors and senior management react to and determine whether to act upon his or her recommendations;

3.4.2.5 Be able to devote sufficient time, and have sufficient resources to discharge properly the responsibilities of the position; and

3.4.2.6 Be based in Jersey.

3.4.3   The Fund must ensure that the Compliance Officer is responsible for:

3.4.3.1 Ensuring the Fund has robust arrangements for compliance with Applicable Rules;

3.4.3.2 Ensuring appropriate monitoring of operational performance and promptly instigating action to remedy any deficiencies in the arrangements;

3.4.3.3 Ensuring that a register is maintained of breaches of Applicable Rules and regulatory requirements;

3.4.3.4 Providing the principal point of contact on regulatory matters; and

3.4.3.5 Immediately notifying the JFSC in writing:

If a breach of Applicable Rules occurs that affects the rights of Unitholders or the operation of the Fund and is not satisfactorily resolved within one month; or

If the Fund considers it to be in the best interests of the Fund or Unitholders; or

Of a breach or series of breaches that suggests the Fund is failing to meet any of the requirements of the Code.

3.4.4   In the event that a Compliance Officer is temporarily unable to fulfill his or her duties, the Fund must notify the JFSC in writing and designate an appropriately skilled and experienced alternate. The JFSC considers that a period in excess of four weeks would constitute being temporarily unable to fulfill their responsibilities.

3.4.5   It is a requirement of the Money Laundering (Jersey) Order 2008 that a Fund must appoint a Money Laundering Reporting Officer and a Money Laundering Compliance Officer. The Handbook for the Prevention and Detection of Money Laundering, the countering of Financing of Terrorism and the Countering of Proliferation Financing sets out additional requirements for the Fund.

3.4.6   The roles of Compliance Officer, Money Laundering Reporting Officer and Money Laundering Compliance Officer meet the definition of a key person as defined by Article 1 of the Law. Consequently, Article 12A of the Law applies and, prior to being appointed to a key person role, the prospective individual must:

3.4.6.1 Have submitted either a completed Personal Questionnaire or a Proforma Letter for Advising Changes, as appropriate; and

3.4.6.2 Be in receipt of the JFSC’s confirmation that it has no objection to the individual being appointed.

 

3.5 Complaints

3.5.1   A Fund must establish and maintain an effective complaint handling system and procedures and, in particular, must:

3.5.1.1 Maintain adequate records of complaints against the Fund, including a central register that contains details of any agreed compensation or compromise;

3.5.1.2 Inform Unitholders of how complaints may be made and how they may expect these to be responded to;

3.5.1.3 Handle complaints transparently, competently, diligently, and impartially;

3.5.1.4 Provide, in writing, within five business days, unless expressly agreed by the complainant to the contrary, an acknowledgement that their complaint has been received, including confirmation that the complaint is being considered and providing the information referred to at 3.5.1.2;

3.5.1.5 Keep the complainant informed about the progress of their complaint, including details of any actions being taken to resolve their complaint;

3.5.1.6 Advise the complainant in writing when the complaint is considered closed and where the complaint is not upheld, clearly state the reason(s) for rejecting the complaint;

3.5.1.7 Consider the complaints data for patterns emerging.

3.5.2   As soon as it becomes aware, a Fund must notify the JFSC in writing:

3.5.2.1 If a complaint is not satisfactorily resolved within three months of it being lodged;

3.5.2.2 If a pattern to complaints is identified; or

3.5.2.3 If the Fund considers it to be in the best interests of the Unitholders or complainant; or

3.5.2.4 If a complaint or series of complaints suggest the Fund is failing to meet any of the requirements of the Code.

3.6 Record Keeping

3.6.1   A Fund must:

3.6.1.1 Maintain a policy and procedures manual that covers the management of the business of the Fund;

3.6.1.2 Keep adequate, orderly and up-to-date records, not only of business transacted (including all transactions carried out on a Fund’s behalf) but also of its internal organisation and risk management systems;

3.6.1.3 Document systems and procedures intended to safeguard Fund Assets;

3.6.1.4 Have a clearly documented policy regarding the retention of records, which includes details of how the Fund will comply with paragraph 3.6.4 in the event that the Fund is wound up.

3.6.2   A Fund must maintain such books and records so that they may be produced in Jersey in a legible form without delay.

3.6.3   A Fund must permit the manager, general partner, trustee, custodian or the Fund’s auditors (as applicable) or any of their duly authorised agents at all reasonable times to inspect the records of transactions carried out by the Fund.

3.6.4   The period for which all records must be kept must be the later of:

3.6.4.1 The period required by the Applicable Rules; or

3.6.4.2 10 years.

 

3.7 Financial statements

3.7.1   Submission of financial statements

3.7.1.1 The Certificate Holder must provide to the JFSC one copy of each of the following:

The audited financial statements of the Fund; and

Any interim report and accounts of the Fund that may be prepared and provided to Unitholders.

3.7.1.2 The audited financial statements must be filed with the JFSC within seven months of the end of the Fund’s financial year or such earlier date specified in the Applicable Rules of the Fund.

3.7.1.3 Interim reports must be sent to the JFSC as soon as they are sent to any person entitled to receive them.

3.7.2   Auditors

3.7.2.1 An auditor must be appointed for each Fund.

3.7.2.2 The auditor must have the same qualifications as are required under the Companies (Jersey) Law 1991, as amended, unless an officer of the JFSC agrees in writing to the appointment of an auditor with different qualifications.

3.7.2.3 There shall be no change in auditor of the Fund without the JFSC’s consent.

3.7.3   Accounting standards

3.7.3.1 The financial statements of a Fund shall be prepared in accordance with:

International Financial Reporting Standards;

United Kingdom Accounting Standards;

The United States of America Generally Accepted Accounting Principles; or

Another standard that is generally recognised and agreed between the Certificate Holder and the JFSC.

3.7.3.2 In addition, depending on the legal form of the Fund, the financial statements shall be prepared in accordance with:

The Companies (Jersey) Law 1991, as amended;

The limited partnership agreement; or

The trust instrument.

3.7.4   Auditing standards

3.7.4.1 The audit leading to the auditor’s report, and the audit report shall be undertaken in accordance with:

The International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board;

The International Standards on Auditing issued by the International Federation of Accountants;

The Generally Accepted Auditing Standards and Statements on Auditing Standards issued by the American Institute of Certified Public Accountants; or

Another standard that is generally recognised and agreed between the Certificate Holder and the JFSC.

3.8 Valuations

3.8.1   Net asset valuations of a Fund should be prepared in an appropriate, regular and timely manner in accordance with the Applicable Rules.

3.8.2   Net asset values of a Fund must be made available or published to Unitholders in accordance with the Applicable Rules.

4   A Fund must be transparent in its business arrangements with Unitholders.

4.1   A Fund must disclose on its stationery and advertising material that it is regulated by the Jersey Financial Services Commission.

4.2   A Fund must be open and transparent with Unitholders about the fees, charges and any other remuneration or expenses (both initial and recurring) charged to the Fund, and any arrangements to amend them.

4.3   In the case of any amounts payable directly out of a Fund’s property, the JFSC will regard the obligation in paragraph 4.2 as adequately discharged if such amounts, or the basis for their calculation, are fully disclosed in the Fund’s prospectus.

 

5   A Fund must maintain, and be able to demonstrate the existence of, both adequate financial resources and adequate insurance.

5.1   Adequate resources are those which are, in the opinion of the Certificate Holder, sufficient to meet the commitments of the Fund.

5.2   With regard to insurance, the scope and level of risk shall be assessed by the governing body of the Fund.

 

6   A Fund must deal with the JFSC and other authorities in Jersey in an open and co-operative manner.

6.1   There is a need for candour and co-operation in a Fund’s relationship with the JFSC and other authorities in Jersey. This principle extends to the provision of information and notification of significant events concerning non-regulated activities and other members of a corporate group.

6.2   The Fund must provide the JFSC with such information regarding the Fund and any of its Affiliates or Associates of the Fund as a duly authorised officer of the JFSC may reasonably request.

6.3   In addition to the requirements of the relevant law, a Fund must allow, and shall procure that any fund service provider, agent or subcontractor of the Fund also allows, inspections by or on behalf of the JFSC of any part of the activities they undertake in relation to the Fund. The Fund must provide all reasonable assistance in connection with any such inspection and shall procure that any such fund service providers, agents or subcontractors also provide all reasonable assistance.

6.4   Where a Fund fails to comply with one or more parts of the Code, the observance or non-observance of this principle will be considered relevant to the question of mitigation or aggravation.

 

Other matters requiring consent of or notification to the JFSC

6.5   Where the Fund is a company, all changes of beneficial ownership of the management shares of the Fund (or management or non-participating shares of the Fund where such shares have rights over participating shares) require the prior approval of a duly authorised officer of the JFSC.

6.6   In addition to its obligations under the Applicable Rules, and notwithstanding the generality of paragraph 6.1, certain amendments to the Fund will always require prior approval of a duly authorised officer of the JFSC:

6.6.1   A change of name of the Fund; and

6.6.2   The adoption of, or a change in, any business name or trading name under which the Fund conducts its activities.

6.7   In addition to its obligations under the Applicable Rules, and notwithstanding the generality of paragraph 6.1, notifications to the JFSC will always be required in writing from a Fund in respect of the following and in the timescales indicated in each case:

6.7.1   A proposed change in the address of the registered office or principal office of the Fund or its nominated contact person (notification to be given within five business days of the proposal being agreed);

6.7.2   At least 28 calendar days prior to the winding up or dissolution of a Fund except where the winding up or dissolution of the Fund is on such a date and in such a manner as already agreed by the JFSC;

6.7.3   A proposed application by the Fund for authorisation under the laws and rules of any territory or regulatory authority, and of any refusal of such application or withdrawal of such authorisation or, where the Fund is to be listed, a refusal to such listing (notification to be given as soon as the Fund becomes aware);

6.7.4   A Fund failing to launch within 90 calendar days of the latest of:

6.7.4.1 The JFSC granting a Certificate;

6.7.4.2 If the offering document of the Fund specifies a first closing date, that date; or

6.7.4.3 Such later date as a duly authorised officer of the JFSC may agree in writing;

(notification to be given no later than seven business days after the 90 calendar day period has expired)

6.7.5   A Fund failing to raise the minimum or anticipated amount of investment within the time set out in the Applicable Rules (notification to be given as soon as the Fund becomes aware);

6.7.6   An error in the pricing of Units of the Fund greater than 0.5 per cent (notification to be given as soon as the Fund becomes aware);

6.7.7   Receipt of a notice requisitioning a general meeting of Unitholders in the Fund together with a copy of the notice (notification to be given within five business days);

6.7.8   An inability to calculate the net asset value of the Fund (notification to be given as soon as the Fund becomes aware);

6.7.9   A proposal to suspend or defer rights of redemption or trading of Units in the Fund (notification to be given as soon as the Fund becomes aware); and

6.7.10   A suspension of the Fund on any exchange on which it is listed (notification to be given as soon as the Fund becomes aware).

6.8   Prior written notice of any other material changes to Unitholders’ rights is also required, except where, for a Jersey Expert Fund, a Jersey Listed Fund or a Jersey Eligible Investor Fund, such changes are in accordance with the Jersey Expert Fund Guide, the Jersey Listed Fund Guide or the Jersey Eligible Investor Fund Guide as appropriate.

6.9   A Fund must also notify the JFSC in writing as soon as it becomes aware of any of the following:

6.9.1   The presentation of any application to the court for a declaration of désastre, or the winding up of the Fund or a company which is a subsidiary or holding company of the Fund, or the summoning of any meeting to consider a resolution to wind-up the Fund or a company which is a subsidiary or holding company of the Fund;

6.9.2   The application by any person for the commencement of any insolvency proceedings, appointment of any receiver, administrator or provisional liquidator under the law of any country in respect of the Fund or any of its subsidiaries;

6.9.3   The making or any proposals for the making of a composition or arrangement with creditors of the Fund;

6.9.4   Where the Fund is a limited partnership, an application to wind up or dissolve the partnership;

6.9.5   The imposition of disciplinary measures or disciplinary sanctions on the Fund, or any parent, subsidiary or Affiliate of the Fund, in relation to its regulated business by any relevant supervisory authority, or professional body, including any disciplinary action taken against any principal person or key person;

6.9.6   The conviction of the Fund or any principal person, key person or employee of the Fund for any offence under the legislation of any country relating to the conduct of financial services business or involving fraud or dishonesty, or the conviction of any parent, subsidiary or Affiliate of the Fund for any offence under the legislation of any country;

6.9.7   The re-registration of a Fund incorporated with unlimited liability as a limited liability company or the issue of limited shares by a Fund whose issued share capital consists entirely of unlimited shares;

6.9.8   The withdrawal or refusal of any application for, or the revocation of, membership of any professional body in respect of a principal person in any jurisdiction;

6.9.9   The appointment of inspectors (howsoever named) by a statutory or other regulatory authority to investigate the affairs of:

6.9.9.1 The Fund;

6.9.9.2 An Affiliate of the Fund; or

6.9.9.3 Any parent or subsidiary of the Fund;

6.9.10   Where the Fund, subject to any mandatory legal restraints and duties of confidentiality, considers that another person is acting in breach of its duties to the Fund or the Unitholders;

6.9.11   Any matter which a Fund considers on reasonable grounds to be unauthorised by the constitution of the Fund or its material contracts or not disclosed in its offer document and which is likely to cause material harm to the interests of Unitholders;

6.9.12   Any other matter which the Fund considers would be material to the requirements placed on the Fund, any of its key persons or principal persons, or any of its employees by the Law or the Code;

6.9.13   Failure or likely failure on the part of the Fund to comply with deadlines or time limits imposed on it by the Applicable Rules; and

6.9.14   A decision by the Fund’s auditor to qualify its audit report or to raise an emphasis of matter therein.

Notifying or providing information via the JFSC’s online portal

6.10 Where the JFSC so specifies (whether in the Code or otherwise) a Fund must notify or provide information by means of the JFSC’s online portal.

6.11 If, because of a systems failure of any kind, a Fund is unable to access the online portal to make a relevant notification or provide required information it must notify the JFSC in writing within one business day of the systems failure being identified.

 

7   A Fund must not make statements that are misleading, false or deceptive.

7.1   For the purposes of this principle, the JFSC does not consider a Fund’s prospectus to be an advertisement.

7.2   A Fund must take reasonable steps to ensure that its advertisements and information provided to Unitholders are not misleading, false or deceptive.

7.3   Advertisements in respect of the Fund (whether issued by the Fund or its fund service providers) must not contain:

7.3.1   A statement, promise or forecast, unless at the time the advertisement is made, the Fund has reasonable grounds for believing that it is not misleading, false or deceptive;

7.3.2   A statement of opinion held by any person unless, at the time the advertisement is made, the Fund has reasonable grounds for believing that it is the honestly held opinion of that person at that time;

7.3.3   A statement of fact unless, at the time the advertisement is made, the governing body of the Fund has reasonable grounds for believing it will continue to be true for so long as the advertisement continues to be made in current publications;

7.3.4   A statement about the scale of activities of, or any of the activities of, or the resources of or available to, the Fund or that person’s group or affiliation unless the Fund, at the time the advertisement is made, has reasonable grounds for believing it is not misleading, false or deceptive;

7.3.5   A statement relating to taxation benefits unless it is properly qualified to show what it means in practice and to whom such benefits apply;

7.3.6   A statement relating to customer confidentiality unless it is properly qualified to show the limits of any confidentiality assurance made;

7.3.7   A statement of comparison with other funds unless the basis of comparison is clearly stated and the comparison is fair;

7.3.8   A statement implying that the service is only available for a limited period or in limited form, if such is not the case; and

7.3.9   A statement implying that the advertisement constitutes an offer to participate in the Fund.

7.4   An advertisement in respect of the Fund (whether issued by the Fund or its fund service providers) made in a permanent form must not contain:

7.4.1   A statement of fact which the Fund does not at the time the advertisement is made have reasonable grounds, supported by documentary evidence, for believing to be true; and

7.4.2   A statement of opinion held by any person which the Fund does not at the time the advertisement is made have reasonable grounds, supported by documentary evidence, for believing to be the honestly held opinion of that person at that time.

7.5   The content and format of any advertisement in respect of the Fund (whether issued directly by the Fund or its fund service providers) must not:

7.5.1   Be designed so as to be likely to be misunderstood;

7.5.2   Be designed so as to disguise the significance of any warning, statement, role to be performed by a fund service provider or information which is required to be included under the Code; and

7.5.3   Signify in any way that the advertisement is approved by the JFSC.

7.6   An advertisement in respect of the Fund (whether issued directly by the Fund or its fund service providers) may include a quotation from a statement made by any person provided that:

7.6.1   Where the person is an employee or Associate of the Fund, that fact is disclosed in the advertisement;

7.6.2   The quotation is included with that person’s written consent;

7.6.3   The statement is relevant to the subject of the advertisement;

7.6.4   Where the whole of the statement is not quoted, what is quoted represents fairly the message contained in the whole of the statement; and

7.6.5   The statement has not become inaccurate or misleading subsequent to it being made.

8   A Fund must at all times comply and be operated in accordance with any applicable Guide.

8.1 OCIFs

8.1.1   Where the Fund is open-ended and available to the general public, it will be a condition on the Certificate that the Fund adheres to the terms of the OCIF Guide. An OCIF must comply and be operated at all times in accordance with the OCIF Guide as detailed in Schedule 4 to the Code unless the prior written consent of a duly authorised officer of the JFSC is obtained.

8.1.2   Any changes to the Fund require the prior written consent of a duly authorised officer of the JFSC unless the changes would not materially affect the import of the information previously supplied in connection with the application made to the JFSC to establish the Fund.

8.1.3   The issue of any prospectuses, explanatory memoranda or other documents inviting offers for subscription, sale or exchange of any Units in the Fund requires the prior written consent of a duly authorised officer of the JFSC unless any waiver from this requirement is agreed with the JFSC in writing. The requirement does not apply where the invitation is subject to the Collective Investment Funds (Certified Funds - Prospectuses) (Jersey) Order 2012, as amended.

8.1.4   Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.

8.1.5   There shall be no material change to the Constitutive Documents or Fund Services Business Agreements of the Fund without the prior written consent of a duly authorised officer of the JFSC.

 

8.2 Jersey Expert Fund

8.2.1   A Jersey Expert Fund must comply at all times and be operated in accordance with the Jersey Expert Fund Guide, as detailed in Schedule 2 to the Code. The Fund must notify the JFSC in writing immediately if it becomes aware, or has reasons to believe that the Fund is, or may not be, in compliance with or operated in accordance with the Guide.

8.2.2   The Certificate Holder must provide the JFSC with a copy of the Fund’s prospectus in its final, printed form within 10 business days of its publication.

8.2.3   Any changes to the Fund that are not in accordance with the Jersey Expert Fund Guide will require the prior written consent of a duly authorised officer of the JFSC.

8.2.4   Any changes to the Fund that are in accordance with the Jersey Expert Fund Guide but affect the information contained in the Jersey Expert Fund application submitted to the JFSC require to be notified to the JFSC in writing within 28 calendar days of the change taking place.

8.2.5   Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.

8.3 Jersey Listed Fund

8.3.1   A Jersey Listed Fund must comply at all times and be operated in accordance with the Jersey Listed Fund Guide, as detailed in Schedule 3 to the Code. The Fund must notify the JFSC in writing immediately that it becomes aware or has reasons to believe that the Fund is, or may not be, in compliance with or operated in accordance with the Guide.

8.3.2   The Certificate Holder must provide the JFSC with a copy of the Fund’s prospectus in its final, printed form within 10 business days of its publication.

8.3.3   Any changes to the Fund that are not in accordance with the Jersey Listed Fund Guide will require the prior written consent of a duly authorised officer of the JFSC.

8.3.4   Any changes to the Fund that are in accordance with the Jersey Listed Fund Guide but affect the information contained in the Jersey Listed Fund application submitted to the JFSC require to be notified to the JFSC in writing within 28 calendar days of the change taking place.

8.3.5   Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.

8.3.6   The Fund remains listed at all times on a recognized stock exchange as defined in the Jersey Listed Fund Guide. The Certificate Holder must notify the JFSC in writing immediately if the Fund is refused permission to be listed on a recognized stock exchange or market, if such permission is revoked or amended in a significant way, or if there is any other material event affecting the listing of the Fund.

8.4 Jersey Eligible Investor Fund

8.4.1   A Jersey Eligible Investor Fund must comply at all times and be operated in accordance with the Jersey Eligible Investor Fund Guide, as detailed in Schedule 5 to the Code. The Fund must notify the JFSC in writing immediately that it becomes aware, or has reasons to believe that the Fund is, or may not be, in compliance with or operated in accordance with the Guide.

8.4.2   The Certificate Holder must provide the JFSC with a copy of the Fund’s prospectus in its final, printed form within 10 business days of its publication.

8.4.3   Any changes to the Fund that are not in accordance with the Jersey Eligible Investor Fund Guide will require the prior written consent of a duly authorised officer of the JFSC.

8.4.4   Any changes to the Fund that are in accordance with the Jersey Eligible Investor Fund Guide but affect the information contained in the Jersey Eligible Investor Fund application submitted to the JFSC require to be notified to the JFSC in writing within 28 calendar days of the change taking place.

8.4.5   Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.

8.5 Funds which are not an OCIF, Jersey Expert Fund, Jersey Listed Fund or Jersey Eligible Investor Fund

8.5.1   Where the Fund is aimed at more sophisticated investors, or is closed-ended, there shall be no material change to the Fund without the prior written consent of a duly authorised officer of the JFSC.

8.5.2   Any changes to the Fund require the prior written consent of a duly authorised officer of the JFSC unless the changes would not materially affect the import of the information previously supplied in connection with the application made to the JFSC to establish the Fund.

8.5.3   The issue of any prospectuses, explanatory memoranda or other documents inviting offers for subscription, sale or exchange of any Units in the Fund requires the prior written consent of a duly authorised officer of the JFSC unless any waiver from this requirement is agreed with the JFSC in writing. The requirement does not apply where the invitation is subject to the Collective Investment Funds (Certified Funds - Prospectuses) (Jersey) Order 2012, as amended.

8.5.4   Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.

8.5.5   There shall be no material change to the Constitutive Documents or Fund Services Business Agreements of the Fund without the prior written consent of a duly authorised officer of the JFSC.

8.5.6   The JFSC considers the OCIF Guide to be a guide for the JFSC’s expected level of disclosure for open-ended and closed-ended funds aimed at more sophisticated investors and where a minimum investment is required (but which is below the Jersey Expert Fund threshold), other than Jersey Expert Funds, Jersey Listed Funds and Jersey Eligible Investor Funds. Consequently, the JFSC expects Funds of this nature to be aligned with the OCIF Guide so far as possible unless application of the OCIF Guide requirements is not feasible or is inappropriate in light of the nature of the Fund and its target investors.

9   A Fund must comply, where relevant, with the applicable sections of the AIF Code

9.1   This principle only applies to a Fund that is an AIF.

9.2   A Certificate Holder of a Fund which is also an AIF may seek permission from the JFSC, in accordance with Article 2(1)(b) of the AIF Order for the AIF to be marketed in the United Kingdom, to which the UK AIFM Regulations apply, and/or in a Member State of the European Union, or in any other EEA State, to which the AIFM Directive applies. This permission facilitates exemption from the AIF Regulations.

9.3 With respect to 9.2, permission must be sought from the JFSC, by the Certificate Holder, prior to any marketing of the AIF in the United Kingdom, to which the UK AIFM Regulations apply, and/or in a Member State of the European Union, or in any other EEA State, to which the AIFM Directive applies. The Certificate Holder must seek the JFSC’s permission by completion of the AIF/EXEMPT Form available from the JFSC Website.

9.4   If permission is granted by the JFSC, the AIF Regulations do not apply to that Fund however, the Fund must comply with the applicable sections of the AIF Code as it is an AIF.

 

Schedule 1 - Table of Notifications and Consents

The following table summarises those trigger events and circumstances which a Fund must bring to the attention of the JFSC as well as those exceptions which require the JFSC’s prior written consent.

Corporate Governance
3.1.4	Consent	Except for temporary periods not exceeding two months (unless a longer period is agreed in writing by a duly authorised officer of the JFSC), the board of the Fund, where constituted as a company, shall include at least two directors who are resident in Jersey.

Compliance Officer/Money Laundering Reporting Officer/Money Laundering Compliance Officer
3.4.3.5	Notification	The Fund must ensure that the Compliance Officer is responsible for: Immediately notifying the JFSC in writing: If a breach of Applicable Rules occurs that affects the rights of Unitholders or the operation of the Fund and is not satisfactorily resolved within one month; or If the Fund considers it to be in the best interests of the Fund or Unitholders; or Of a breach or series of breaches that suggests the Fund is failing to meet any of the requirements of the Code.
3.4.4	Notification	In the event that a Compliance Officer is temporarily unable to fulfil his or her duties, the Fund must notify the JFSC in writing and designate an appropriately skilled and experienced alternate. The JFSC considers that a period in excess of four weeks would constitute being temporarily unable to fulfil their responsibilities.

Complaints
3.5.2	Notification	A Fund must establish and maintain an effective complaint handling system and procedures and, in particular, must: As soon as it becomes aware, a Fund must notify the JFSC in writing: If a complaint is not satisfactorily resolved within three months of it being lodged; or If a pattern to complaints is identified; or If the Fund considers it to be in the best interests of the Unitholders or complainant; or If a complaint or series of complaints suggest the Fund is failing to meet any of the requirements of the Codes.

Accounts
3.7.1.1	Notification	The Certificate Holder must provide to the JFSC one copy of each of the following: The audited financial statements of the Fund; and Any interim report and accounts of the Fund that may be prepared and provided to Unitholders.
3.7.2.3	Consent	There shall be no change in auditor of the Fund without the JFSC’s consent.
3.7.3.1	Consent	The financial statements of a Fund shall be prepared in accordance with: Another standard that is generally recognised and agreed between the Certificate Holder and the JFSC.
3.7.4.1	Consent	The audit leading to the auditor’s report, and the audit report shall be undertaken in accordance with: Another standard that is generally recognised and agreed between the Certificate Holder and the JFSC.

Changes in Details – General Notifications
3.2 Note 6	Notification	With reference to paragraph 3.2.1.5, the sound business policy is primarily concerned with avoiding reputational damage to Jersey. A Fund with an investment focus on one or more of the listed activities in the policy should be brought to the attention of the JFSC by the Certificate Holder unless the focus is clear from the offering documents produced to the JFSC when the Fund is approved.
6.2	Notification	The Fund must provide the JFSC with such information regarding the Fund and any of its Affiliates or Associates of the Fund as a duly authorised officer of the JFSC may reasonably request.
6.5	Consent	Where the Fund is a company, all changes of beneficial ownership of the management shares of the Fund (or management or non-participating shares of the Fund where such shares have rights over participating shares) require the prior approval of a duly authorised officer of the JFSC.
6.6	Consent	In addition to its obligations under the Applicable Rules, and notwithstanding the generality of paragraph 6.1, certain amendments to the Fund will always require prior approval of a duly authorised officer of the JFSC: A change of name of the Fund; and The adoption of, or a change in, any business name or trading name under which the Fund conducts its activities.
6.7	Notification	In addition to its obligations under the Applicable Rules, and notwithstanding the generality of paragraph 6.1, notifications to the JFSC will always be required in writing from a Fund in respect of the following and in the timescales indicated in each case: A proposed change in the address of the registered office or principal office of the Fund or its nominated contact person (notification to be given within five business days of the proposal being agreed); At least 28 calendar days prior to the winding up or dissolution of a Fund except where the winding up or dissolution of the Fund is on such a date and in such a manner as already agreed by the JFSC; A proposed application by the Fund for authorisation under the laws and rules of any territory or regulatory authority, and of any refusal of such application or withdrawal of such authorisation or, where the Fund is to be listed, a refusal to such listing (notification to be given as soon as the Fund becomes aware); A Fund failing to launch within 90 calendar days of the latest of: The JFSC granting a Certificate; If the offering document of the Fund specifies a first closing date, that date; or Such later date as a duly authorised officer of the JFSC may agree in writing; (notification to be given no later than five business days after the 90 calendar day period has expired); A Fund failing to raise the minimum or anticipated amount of investment within the time set out in the Applicable Rules (notification to be given as soon as the Fund becomes aware); An error in the pricing of Units of the Fund greater than 0.5 per cent (notification to be given as soon as the Fund becomes aware); Receipt of a notice requisitioning a general meeting of Unitholders in the Fund together with a copy of the notice (notification to be given within five business days); An inability to calculate the net asset value of the Fund (notification to be given as soon as the Fund becomes aware); A proposal to suspend or defer rights of redemption or trading of Units in the Fund (notification to be given as soon as the Fund becomes aware); and A suspension of the Fund on any exchange on which it is listed (notification to be given as soon as the Fund becomes aware).
6.8	Notification	Prior written notice of any other material changes to Unitholders’ rights is also required, except where, for a Jersey Expert Fund, a Jersey Listed Fund or a Jersey Eligible Investor Fund, such changes are in accordance with the Jersey Expert Fund Guide, the Jersey Listed Fund Guide or the Jersey Eligible Investor Fund Guide as appropriate.
6.9	Notification	A Fund must also notify the JFSC in writing as soon as it becomes aware of any of the following: The presentation of any application to the court for a declaration of désastre, or the winding up of the Fund or a company which is a subsidiary or holding company of the Fund, or the summoning of any meeting to consider a resolution to wind-up the Fund or a company which is a subsidiary or holding company of the Fund; The application by any person for the commencement of any insolvency proceedings, appointment of any receiver, administrator or provisional liquidator under the law of any country in respect of the Fund or any of its subsidiaries; The making or any proposals for the making of a composition or arrangement with creditors of the Fund; Where the Fund is a limited partnership, an application to wind up or dissolve the partnership; The imposition of disciplinary measures or disciplinary sanctions on the Fund, or any parent, subsidiary or Affiliate of the Fund, in relation to its regulated business by any relevant supervisory authority, or professional body, including any disciplinary action taken against any principal person or key person; The conviction of the Fund or any principal person, key person or employee of the Fund for any offence under the legislation of any country relating to the conduct of financial services business or involving fraud or dishonesty, or the conviction of any parent, subsidiary or Affiliate of the Fund for any offence under the legislation of any country; The re-registration of a Fund incorporated with unlimited liability as a limited liability company or the issue of limited shares by a Fund whose issued share capital consists entirely of unlimited shares; The withdrawal or refusal of any application for, or the revocation of, membership of any professional body in respect of a principal person in any jurisdiction; The appointment of inspectors (howsoever named) by a statutory or other regulatory authority to investigate the affairs of: The Fund; An Affiliate of the Fund; or Any parent or subsidiary of the Fund; Where the Fund, subject to any mandatory legal restraints and duties of confidentiality, considers that another person is acting in breach of its duties to the Fund or the Unitholders; Any matter which a Fund considers on reasonable grounds to be unauthorised by the constitution of the Fund or its material contracts or not disclosed in its offer document and which is likely to cause material harm to the interests of Unitholders; Any other matter which the Fund considers would be material to the requirements placed on the Fund, any of its key persons or principal persons, or any of its employees by the Law or the Code; Failure or likely failure on the part of the Fund to comply with deadlines or time limits imposed on it by the Applicable Rules; and A decision by the Fund’s auditor to qualify its audit report or to raise an emphasis of matter therein.

Changes in Details – Fund Type Notifications
8.1	Consent	OCIFs Where the Fund is open-ended and available to the general public, it will be a condition on the Certificate that the Fund adheres to the terms of the OCIF Guide. An OCIF must comply and be operated at all times in accordance with the OCIF Guide as detailed in Schedule 4 to the Code unless the prior written consent of a duly authorised officer of the JFSC is obtained.
	Consent	Any changes to the Fund require the prior written consent of a duly authorised officer of the JFSC unless the changes would not materially affect the import of the information previously supplied in connection with the application made to the JFSC to establish the Fund.
	Consent	The issue of any prospectuses, explanatory memoranda or other documents inviting offers for subscription, sale or exchange of any Units in the Fund requires the prior written consent of a duly authorised officer of the JFSC unless any waiver from this requirement is agreed with the JFSC in writing. The requirement does not apply where the invitation is subject to the Collective Investment Funds (Certified Funds - Prospectuses) (Jersey) Order 2012, as amended.
	Consent	Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.
	Consent	There shall be no material change to the Constitutive Documents or Fund Services Business Agreements of the Fund without the prior written consent of a duly authorised officer of the JFSC.
8.2	Notification	Jersey Expert Fund A Jersey Expert Fund must comply at all times and be operated in accordance with the Jersey Expert Fund Guide, as detailed in Schedule 2 to the Code. The Fund must notify the JFSC in writing immediately if it becomes aware, or has reasons to believe that the Fund is, or may not be, in compliance with or operated in accordance with the Guide.
	Consent	Any changes to the Fund that are not in accordance with the Jersey Expert Fund Guide will require the prior written consent of a duly authorised officer of the JFSC.
	Notification	Any changes to the Fund that are in accordance with the Jersey Expert Fund Guide but affect the information contained in the Jersey Expert Fund application submitted to the JFSC require to be notified to the JFSC in writing within 28 calendar days of the change taking place.
	Consent	Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.
8.3	Notification	Jersey Listed Fund A Jersey Listed Fund must comply at all times and be operated in accordance with the Jersey Listed Fund Guide, as detailed in Schedule 3 to the Code. The Fund must notify the JFSC in writing immediately that it becomes aware or has reasons to believe that the Fund is, or may not be, in compliance with or operated in accordance with the Guide.
	Consent	Any changes to the Fund that are not in accordance with the Jersey Listed Fund Guide will require the prior written consent of a duly authorised officer of the JFSC.
	Notification	Any changes to the Fund that are in accordance with the Jersey Listed Fund Guide but affect the information contained in the Jersey Listed Fund application submitted to the JFSC require to be notified to the JFSC in writing within 28 calendar days of the change taking place.
	Consent	Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.
	Notification	The Fund remains listed at all times on a recognized stock exchange as defined in the Jersey Listed Fund Guide. The Certificate Holder must notify the JFSC in writing immediately if the Fund is refused permission to be listed on a recognized stock exchange or market, if such permission is revoked or amended in a significant way, or if there is any other material event affecting the listing of the Fund.
8.4	Notification	Jersey Eligible Investor Fund A Jersey Eligible Investor Fund must comply at all times and be operated in accordance with the Jersey Eligible Investor Fund Guide, as detailed in Schedule 5 to the Code. The Fund must notify the JFSC in writing immediately that it becomes aware, or has reasons to believe that the Fund is, or may not be, in compliance with or operated in accordance with the Guide.
	Consent	Any changes to the Fund that are not in accordance with the Jersey Eligible Investor Fund Guide will require the prior written consent of a duly authorised officer of the JFSC.
	Notification	Any changes to the Fund that are in accordance with the Jersey Eligible Investor Fund Guide but affect the information contained in the Jersey Eligible Investor Fund application submitted to the JFSC require to be notified to the JFSC in writing within 28 calendar days of the change taking place.
	Consent	Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.
8.5	Consent	Funds which are not an OCIF, Jersey Expert Fund, Jersey Listed Fund or Jersey Eligible Investor Fund Where the Fund is aimed at more sophisticated investors, or is closed-ended, there shall be no material change to the Fund without the prior written consent of a duly authorised officer of the JFSC.
	Consent	Any changes to the Fund require the prior written consent of a duly authorised officer of the JFSC unless the changes would not materially affect the import of the information previously supplied in connection with the application made to the JFSC to establish the Fund.
	Consent	The issue of any prospectuses, explanatory memoranda or other documents inviting offers for subscription, sale or exchange of any Units in the Fund requires the prior written consent of a duly authorised officer of the JFSC unless any waiver from this requirement is agreed with the JFSC in writing. The requirement does not apply where the invitation is subject to the Collective Investment Funds (Certified Funds - Prospectuses) (Jersey) Order 2012, as amended.
	Consent	Any change of fund service provider in connection with the Fund requires the prior written consent of a duly authorised officer of the JFSC.
	Consent	There shall be no material change to the Constitutive Documents or Fund Services Business Agreements of the Fund without the prior written consent of a duly authorised officer of the JFSC.

[i] For clarification this includes any sub-funds and cells of that Fund.

[ii] Formerly the sensitive activities policy.