Section 4Part 2 — Regulated Mutual FundsAmended
Regulated mutual funds
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Amended by LG9/S2
Unless a mutual fund is complying with subsection (3) or (4), it shall not carry on or attempt to carry on business in or from the Islands unless —
it is the holder of a Mutual Fund Licence, and it has —
a registered office in the Islands; or
if a unit trust, a trust company licensed under the Banks and Trust Companies Act (2025 Revision) as its trustee; or
it is registered with the Authority in the prescribed manner and a licensed mutual fund administrator is providing its principal of fice in the Islands, and, unless an exemption from this requirement has been granted by the Authority, there is filed with the Authority, in respect of the mutual fund, a current offering document that complies with subsection (6).
The operator of a mutual fund shall ensure that the mutual fund does not carry on or attempt to carry on business in or from the Islands contrary to subsection (1), and a person who contravenes this provision commits an offence and is liable on conviction to a fine of one hundred thousand dollars.
A mutual fund may carry on or attempt to carry on business in or from the Islands without complying with subsection (1) if —
it is a mutual fund —
in which the minimum aggregate equity interest purchasable by a prospective investor is eighty thousand dollars (or its equivalent in any other currency);
the equity interests of which are listed on a stock exchange (inc luding an over - the - counter market) specified by the Authority by notice in the Gazette; or
that is a master fund and the minimum aggregate equity interest purchasable by a prospective investor in the master fund is eighty thousand dollars (or its equ ivalent in any other currency) or the equity interests of the master fund are listed on a stock exchange (including an over - the - counter market) specified by the Authority by notice in the Gazette;
unless an exemption from this requirement has been gran ted by the Authority, there is filed with the Authority —
the prescribed details in respect of the mutual fund ’ s current offering document, or
in the case of a master fund where there is no offering document, there is filed with the Authority the prescribed details with respect to such master funds;
it is registered with the Authority in the prescribed manner; and
the prescribed annual registration fee has been paid in respect of the fund.
A mutual fund may carry on or attempt to carry on business in or from the Islands without complying with subsection (1) if —
the equity interests are held by not more than fifteen investors, a majority of whom are capable of appointing or re moving the operator of the fund and unless an exemption fr om this requirement has been granted by the Authority —
there is filed with the Authority a certified copy of an extract of the constitutional documents of the mutual fund specifying that a majority of the investors in number are capable of appointing or removing the operator of the mutual fund;
there is filed with the Authority such other information as may be required in the prescribed form;
it is registered with the Authority in the prescribed manner; and
the prescribed annual reg istration fee has been paid in respect of the mutual fund;
it is a fund, not incorporated or established in the Islands, which makes an invitation to the public in the Islands to subscribe for its equity interests by or through a person who is the holder of a licence under the Securities Investment Business Act ( 2 0 20 Revision ) , for a regulated activity specified by the Authority for the purposes of this subsection and —
those interests are listed on a stock exchange (including an over - the - counter - market) specified by the Authority by notice in the Gazette; or
the fund is regulated in a category, and by an overseas regulatory authority, approved by the Authority for the purposes of this subsection. ( 4A ) Subsection (4)(a) does not apply to a master fund.
For the purposes of subsection (1) or (3), a mutual fund is carrying on or attempting to carry on business in or from the Islands if —
it is incorporated or established in the Islands; or
regardless of where it is incorporated or established, it makes an invitation to the public in the Islands to s ubscribe for its equity interests.
An offering document in respect of equity interests in a mutual fund shall —
describe the equity interests in all material respects; and
contain such other information as is necessary to enable a prospective investor in the mutual fund to make an informed decision as to whether or not to subscribe for or purchase the equity interests.
Subsection (6) is without prejudice to any duty of disclosure under the common law or any other law.
A mutual fund does not, for the purpose of compliance with subsection (1) or (3)(b), have filed with the Authority a current offering document or the prescribed details in respect of its current offering document or the prescribed details of a master fund that is without an offering document if there is a continuing offering of equity interests and any promoter or operator of the mutual fund —
is aware of any change that materially affects any information in the offering document filed with the Authority or in the prescr ibed details of the offering document or the prescribed details of a master fund that is without an offering document filed with the Authority; and
has not, within twenty - one days of becoming so aware, filed with the Authority an amended offering docum ent or amended prescribed details, as the case may be, incorporating that change.
A mutual fund is not complying with subsection (1) if —
it has changed its registered office or its principal office; or
it has changed the trust company acting a s its trustee, and it has failed to inform the Authority of the change.
Notwithstanding subsections (3) and (4), a mutual fund to which either of those subsections applies may choose to comply with subsection (1).
A mutual fund shall pay any fees as may be prescribed for the registration of the mutual fund, including fees for administrative services provided in the filing of an application form or the filing of any amendment to an application form.