Listing Open Ended

Funds on the Gibraltar

Stock Exchange

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.”

3

How to list

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.

5

Responsibilities of the Listing Member and Controllers (Chapter 1 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.

7

Conditions for Listing (Chapter 2 of the CIS Code)

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.

9

Content of Listing Particulars (Chapter 3 of the CIS Code)

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.

12

Continuing Obligations (Chapter 5 of the CIS Code)

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.

14

Penalties, Suspension and Cancellation and De-listing (Chapter 6 of the CIS Code)

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.

16

FAQs

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.

19

Why Grant Thornton?

20

Grant Thornton is one of the world’s leading organisations of independent advisor, tax and assurance

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Grant Thornton is structured to react quickly to our clients’ needs and issues. We are empowered to make

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21

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global footprint.

Grant Thornton’s ratio of member firm

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This allows us to provide personal attention, experienced personnel and strong leadership.

The average ratio of partners to professional

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This means less experienced service and fewer insights from the in-the-know partners.

22

Appendix

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. adrian.hogg@gi.gt.com

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