Authorised Closed-Ended Investment Schemes Rules and Guidance, 2021

Summary

These are the Guernsey Financial Services Commission's Rules and Guidance governing authorised closed-ended investment schemes, replacing the 2008 version. They set binding standards (the Rules) alongside non-binding guidance on administration, custody, conflicts of interest, information particulars, notifications to the Commission, and authorisation of such schemes.

• Administration and custody: Every scheme must have a licensed Guernsey-based designated administrator who administers the scheme in line with its principal documents, the Rules, and information particulars; custody arrangements for scheme property must be disclosed to the Commission.
• Conflicts of interest: Directors, general partners and trustees must ensure relevant persons (administrator, trustee, investment adviser, manager, custodian, associates) only deal with the scheme on arm's length terms for loans, deposits, sales, purchases, stock lending and services.
• Information particulars: Information particulars must contain the content set out in Schedule 1, must be kept free of false or misleading statements, and changes must be notified to holders and the Commission.
• Immediate notifications: The Commission must be notified immediately of a proposed replacement administrator, material changes to constitutive documents or information particulars, changes of key service providers or directors, material delegations, changes in beneficial ownership, material scheme alterations, restructurings, listing/de-listing proposals, and litigation involving the scheme.
• Periodic notifications: Audited annual reports and accounts must be submitted to the Commission, and quarterly statistical returns must be filed in the Commission's required format and timescale.
• Authorisation: Administrators seeking authorisation must submit an application form, signed/certified principal documents and information particulars, the prescribed application fee, and any further information the Commission requires; authorised schemes must comply with any conditions attached to their authorisation.

The Rules apply to authorised closed-ended investment schemes and, with modifications, to each constituent part of an umbrella fund. Guidance boxes suggest ways of demonstrating compliance but do not themselves form part of the binding Rules.

Key obligations

• Every scheme must have a designated administrator that is licensed under the Law and operates with a place of business in Guernsey.
• The designated administrator must administer the scheme in accordance with the principal documents, the Rules, and the most recently published information particulars.
• Relevant persons dealing with the scheme (loans, deposits, sales, purchases, stock lending, services) must do so only on arm's length terms as defined in the Rules.
• Directors, general partner or trustee must ensure information particulars contain no false or misleading statements or omissions.
• Changes to information particulars must be notified to holders immediately or in the subsequent annual report, and copied to the Commission.
• The designated administrator must give immediate written notice to the Commission of proposed changes to constitutive documents, information particulars, key service providers, directors, beneficial ownership, material scheme alterations, restructurings, listing/de-listing, or relevant legal action.
• The proposed appointment of a replacement designated administrator must be notified to the Commission immediately, and is only effective once the Commission confirms the designation.
• The designated administrator must submit audited annual report and accounts to the Commission no later than six months after the end of the annual accounting period, along with any previously unsubmitted materially amended documents.
• The designated administrator must submit a quarterly statistical return to the Commission in the required format and within the required timescale.
• An administrator applying for authorisation must submit the application form, signed/certified principal documents and information particulars, the prescribed application fee, and any other information the Commission requires.
• Authorised schemes must adhere to any conditions set by the Commission within the authorisation.

Applies to

authorised closed-ended investment schemes, designated administrators, directors, general partners, trustees, custodians, investment advisers, managers

Deadlines

• no later than six months following the end of the annual accounting period: Submission of audited annual report and accounts to the Commission
• each quarter: Submission of a statistical return relevant to the scheme, within the timescale required by the Commission
• immediately: Notification to the Commission of a proposed replacement designated administrator, and of specified material changes listed in Rule 5.1(2)

Related documents

• This document is made under Protection of Investors (Bailiwick of Guernsey) Law, 2020