Collective Investment Funds (Certified Funds – Prospectuses) (Jersey) Order 2012

Summary

This Order sets out the prospectus requirements that apply to Jersey certified collective investment funds regulated under the Collective Investment Funds (Jersey) Law 1988. It specifies what information a prospectus must contain, when it must be provided to investors and the Jersey Financial Services Commission, and the compensation liability that arises if a prospectus is false or misleading. It also creates a carve out for Jersey eligible investor funds, which are exempt from the prospectus requirement provided a prescribed investment warning is given.

• Prospectus content: A prospectus for a certified fund must be prepared by the certificate holder, be in English, contain the information required by Schedule 1, and include the fund's latest annual and half yearly reports and audited accounts.
• Revision duty: The prospectus must be revised whenever a new issue of units is marketed or a significant change or new matter arises while units are being marketed.
• Marketing conditions: Units cannot be marketed unless a compliant prospectus (or one for which the Commission has consented to deviations) exists and a copy has been given to the Commission and to any trustee, custodian or depositary.
• Investor access to prospectus: Purchasers must be offered a free copy of the prospectus in face-to-face or telephone sales, sent a free copy on request for other sales, and able to inspect a copy free of charge at the certificate holder's Jersey principal place of business during office hours.
• Compensation liability: Certificate holders, managers, authorising persons and (where applicable) directors are liable to compensate purchasers who suffer loss from untrue or misleading statements or required omissions in the prospectus, subject to specified defences and exemptions in Article 8.
• Eligible investor fund exemption: A Jersey eligible investor fund is exempt from the prospectus requirement under Schedule 2 provided it gives investors the prescribed investment warning confirming their eligible investor status and acceptance of risk.

Transitional saving provisions preserve the application of the earlier 1995 Order or relevant Companies Order provisions to certain funds certified before 17 November 2012, until specified triggering events or the expiry of one year from that date.

Key obligations

• Certificate holders must prepare a prospectus in English containing the Schedule 1 information and including the fund's latest annual/half-yearly reports and audited accounts before marketing units.
• Certificate holders must revise the prospectus whenever a new issue of units is marketed or a significant change or new matter arises while units are being marketed.
• Units in a certified fund must not be marketed unless a prospectus complying with Article 3(1) (or one for which Commission consent has been obtained) exists, and a copy has been given to the Commission and to any trustee, custodian or depositary.
• Certificate holders must offer purchasers a free copy of the prospectus before effecting a face-to-face or telephone sale, and must send a free copy on request for sales effected otherwise.
• Certificate holders must make a copy of the prospectus available free of charge for inspection by prospective investors at all times during ordinary office hours at their Jersey principal place of business.
• Where a manager, investment manager or investment adviser wishes to take on prospectus responsibility instead of a trustee certificate holder, notice must be given to the Commission no later than the time the prospectus copy is given to the Commission under Article 4(1)(b).
• A Jersey eligible investor fund relying on the Schedule 2 exemption must give prospective investors the prescribed investment warning in, or substantially in, the terms set out in Schedule 2 paragraph 5.

Applies to

certificate holders, certified funds (Jersey collective investment funds), managers, trustees, custodians, depositaries, investment managers, investment advisers, Jersey eligible investor funds, directors of certificate holder companies or protected cell companies

Deadlines

• 17 November 2012: Commencement date of the Order; also the reference date for transitional saving provisions for funds certified before this date.
• one year following 17 November 2012: Transitional period after which the saving provisions for previously certified funds (continued application of the 1995 Order or Companies Order Part 3) expire, unless an earlier triggering event occurs.
• no later than the time a copy of the prospectus is given to the Commission under Article 4(1)(b): Deadline for a manager, investment manager or investment adviser to give the Commission written notice accepting responsibility for the prospectus of a unit trust certified fund.

Related documents

• This document is made under Collective Investment Funds (Jersey) Law 1988
• This document is made under Companies (Jersey) Law 1991
• This document amends Companies (General Provisions) (Jersey) Order 2002
• This document is made under Financial Services (Jersey) Law 1998
• This document amends Financial Services (Advertising) (Jersey) Order 2008
• Limited Liability Partnerships (Jersey) Law 2017 amends this document