Jersey's crypto-revolution and the regulators

Published 3 Aug 2017

By Chris Hamblin, Editor of Compliance Matters, a Clearview Media publication

JTC (a leading provider of fund administration and private wealth services), offshore law firm Carey Olsen and investment manager Global Advisors Holdings Limited have worked together to establish the world's first regulated crypto-denominated fund in Jersey. We asked JTC's Bill Byrne (pictured) and his colleagues about regulatory policy in this new area.

CoinShares Fund I, which the three firms brought into being on 23 June, received investment exclusively in Ether, the native crypto-currency on the Ethereum blockchain. Global Advisors, with a 19-year track record of managing client funds, created GABI, the first regulated Bitcoin fund to be listed on any exchange (actually on the Channel Islands Stock Exchange, now renamed The International Stock Exchange). Global Advisors chose JTC to provide a range of administration services to its new fund and the law firm of Carey Olsen to provide legal advice.

The fund will trade cryptocurrencies and other tokens (or ‘coins’) and also participate in selected ‘initial coin offerings’ or ICOs. ICOs represent a way of raising capital that entrepreneurs in the crypto arena are using more and more, resembling crowdfunding.

Compliance Matters asked Byrne and Carlo Martinengo from JTC, along with Carey Olsen Counsel Chris Griffin, about the regulatory circumstances in which they are now operating. Their answers to the following questions are summarised as though one person were speaking.

Q: Will HNW individuals invest in the fund?

A: Yes. Under the Jersey Private Fund regime, investors must be either a person who is able to commit a minimum commitment/subscription of £250,000 or a professional investor, in other words only a very sophisticated investor. We’re not able to discuss individual investors, but there are investors already and the fund has just closed in a single closing round. It’s important to remember that this is very much a specialist fund; it is not a retail fund that would be open to the wider public.

Q: Which regulators have given it the go-ahead - just Jersey?

A: The fund is regulated in Jersey by the Jersey Financial Services Commission (JFSC) under the new Jersey Private Fund regime. This regime is another example of Jersey’s leading position as an international finance centre, although I am sure that other jurisdictions will follow as this type of business grows and develops.

Q: Why is it so useful to them? Why would they bother to use a Jersey fund?

A: The Jersey Private Fund regime provides a proportionate and efficient regime for this type of sophisticated fund. Under the regulations, the General Partner (GP) of the fund does not need to be directly licensed; instead the onus to enforce and comply with the rules of the regime, including all AML and due diligence on investors, falls on the fund administrator (in this case JTC) which is regulated very thoroughly as a licensed ‘Fund Services Business’. This arrangement, whereby an established fund administrator takes on the majority of the regulatory burden is attractive and time efficient for fund managers, allowing them to establish their funds in a relatively short period of time, while still qualifying for the Jersey ‘regulatory badge’, which is attractive to potential investors as a sign of high quality.

Q: Do the Jersey regulators think of cryptocurrencies as real money?

A: The vast majority of regulators have yet to formally proclaim on this subject as the area of cryptocurrencies is still so new. Differences exist between jurisdictions all over the world – some think of it as a currency, some as an asset. In Jersey, the regulator is clearly comfortable in treating cryptocurrency as an asset and therefore this fund is simply an extension of Jersey’s long-standing ability to provide an excellent platform for alternative asset classes, such as private equity, real estate and now cryptocurrencies.

Thinking of cryptocurrencies as a new asset class makes sense; they have a liquid value, which is not exceptional and is true of many other things, from stamps to vintage wine to classic cars, all of which are the subject of many successful funds.

The history of cryptocurrencies and Jersey is actually already well established as the Jersey regulator approved the first ever fund investing in the cryptocurrency Bitcoin (the GABI fund, also established by Global Advisors) back in 2014. The door to further development has very much been open since then.

Q: Say more about the Jersey private fund regime and why it's important.

A: The Jersey Private Fund (JPF) regime came in in April this year and take up has been strong. The JPF replaced the Very Private Funds regime, which achieved many of the same things, but was limited to 15 investors per fund, unlike the 50 under the JPF. The attractiveness of the JPF is two-fold. Firstly, the regulatory burden is placed predominantly on the Jersey licensed administrator (firms such as JTC). This means that well-established, tightly regulated firms with substantial expertise, experience and scale are dealing with the important points of regulation, including the AML and due diligence for investors and compliance with the maximum investor limit of 50. Secondly, because the regulatory burden is applied in this way, funds can be established relatively quickly (theoretically in as little as 48 hours) which enables fund managers to move fast to implement their ideas and also helps to keep overall costs of establishment competitive without compromising quality.

Q: What were the trials, tribulations and length of the authorisation process?

A: There was a tight timetable as the nature of the developing cryptocurrency markets means that they are relatively fast moving. The JPF regime was the perfect tool for CoinShare Fund I as it allowed the fund to be established quickly via a process that – when compared to a retail fund for example – is extremely streamlined and is tailored deliberately and specifically to specialist funds that are seeking investment from a small number of sophisticated investors. The whole process is very transparent and details of the regime, including the application documents, are available publicly on the Jersey Financial Services Commission (JFSC) website. Again the key point to remember is that with appropriate legal expertise, the fund can be established quickly and cost effectively and then the ongoing regulatory burden falls to the appointed fund administrator. This gives all parties – fund manager, investors, fund administrator and regulator – the access, information and comfort that they need to operate.

Q: What's Ether, what's Ethereum and what's an ICO?

A: Ether is the native cryptocurrency of the Ethereum distributed application platform, or blockchain. It is often referred to as the ‘fuel’ of the Ethereum network as it is a form of payment made by users of the platform to the machines (computers) that execute the requested operations.

Ethereum itself is a decentralised platform that runs so-called ‘smart contracts’ on a custom built blockchain. The Ethereum network is supported and developed by the Ethereum Foundation, a Swiss based non-profit organisation whose members include Vitalik Buterin, the creator of Ethereum.

An ICO, or Initial Coin Offering, is a way of raising funds for a new cryptocurrency or blockchain based project. It is comparable to crowdfunding in concept and allows people to purchase units of a new cryptocurrency or crypto token in exchange for regular money or more commonly, established cryptocurrencies such as Bitcoin or Ether.

[The question over whether ‘coins’ can be described as securities if a very live one and goes to the heart of how ICOs are likely to be treated by regulators in the future. The SEC has just released (2 August 2017) an opinion on this subject, which indicates that some ICOs could indeed qualify as securities – so watch this space!]

Read more information here