We are an independent global specialist in the administration of traditional funds and alternative assets with a particular specialism in private equity and real estate.
CRS & FATCA
We can support your fund through its entire lifecycle and the growth of your business. We provide a comprehensive range of private equity solutions delivered from key onshore and offshore jurisdictions to leading companies investing in a broad range of industries.
Our Fund Services Division has a proven track record in providing a broad range of fund services where the asset class is real estate.
JTC’s strong track record in operating at the leading edge of alternative asset classes continues with its innovative and market-leading capabilities in the emerging sphere of cryptocurrencies.
JTC Fund Services can offer a fully AIFMD-compliant ManCo service. The activities of the ManCo include providing a portfolio management, risk management and oversight function.
We have a deep understanding of listing funds on internationally recognised stock exchanges and the ongoing regulatory requirements of administering listed funds.
As a truly independent fund administrator you can be reassured that your fund administration requirements are entrusted to people that care about your investment structures.
We will project manage your application and guide you through the process and co-ordinate the various advisors to assist with the fund launch and strive to ensure everything happens within the expected timescales.
We offer a transparent, proactively managed range of cash management, foreign exchange and lending services, supported by a dedicated team of experienced professionals.
JTC Corporate Services provides a comprehensive range of corporate and fund services from key onshore and offshore jurisdictions to leading companies in their field of expertise.
We provide corporate finance services for corporate and institutional clients including debt capital solutions, treasury and escrow services.
We provide employee benefit structures, administration services to ensure employees get maximum value from the plans that organisations put in place.
Global experience in this dynamic asset class, spanning our corporate, funds and private client divisions.
JTC Fiduciary Services specialises in protecting and nurturing your private capital in real estate, financial and non-financial assets across countries and generations.
Superior service delivered by industry leading experts for private individuals, entrepreneurs and their families.
We provide a tailored range of private office solutions that work effectively for each family, from generation to generation.
We are able to partner with corporate and institutional wealth providers to complement their service offering by providing trust and company services.
In an age of truly international mobility, we also offer market-leading citizenship-and-residency-by-investment solutions via a strategic alliance with market-leading provider Henley & Partners.
JTC has extensive cross-jurisdictional experience and expertise in working with institutional and private clients in Africa, Americas, Asia, Australasia, Caribbean, Channel Islands, Europe, Middle East, Russia & CIS and the United Kingdom.
Call +44 1534 700 000Email us Our Global Network
15 Jun 2017
Date: 26 October 2017
Location: The Wardorf Hilton, London
7 Mar 2017
18 May 2017
We are JTC, an independent, award-winning provider of fund, corporate and fiduciary services to institutional and private clients.
We value shared ownership, we put relationships first, we invest in our people, we embrace technology. We are JTC.
To build partnerships with our clients that enable them to focus on their core business.
We live and breathe our values and together they form our unique culture and JTC DNA.
JTC’s shared ownership philosophy extends to the communities where we live and work.
Established in 1987, we are proud of our history and excited about our future.
Join a dynamic team at JTC where everyone is dedicated to continuously delivering a service beyond our clients' expectations.
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We want everyone, wherever they work in the JTC network, to be able to develop the skills and knowledge that they need to be excellent in our world and we deliver this to our team through the JTC Academy.
JTC Gateway offers our people the opportunity to develop their careers by working in Group locations across the world.
JTC is committed to the policy of equal treatment of all its employees and requires all employees of whatever grade or authority, to abide by and aspire to this general principle.
We have a highly qualified and multilingual workforce. In 1998 we created the JTC Employee Benefit Trust, which turned our employees into stakeholders. This enables us to attract and retain the best people, whilst keeping them absolutely motivated and dedicated to our clients.
In 2014 this belief in share ownership was embedded further into the JTC culture with the equity for all scheme, allowing all permanent members of staff the opportunity to invest in the future of their company. That helps explain why they are so dedicated and care so much about their client’s work.
Our shared ownership culture benefits our clients.
JTC is an international organisation with global reach and true cross border capability. We are proud of our ability to provide the best solutions for clients irrespective of geography.
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USA - New York
The Malta Financial Services Authority (MFSA) is the single financial services regulator in Malta. The MFSA regulates and supervises credit and financial institutions, investment funds and services, trust and insurance business and also houses Malta’s Registry of Companies and International Tax Unit.
Malta is a full member of the European Union and Euro Zone.
The Investment Services Act, Chapter 370 of the laws of Malta, establishes the principal regulatory framework governing investment services and investment funds (“Funds”). As such, any Fund operating in or from Malta is required to procure an appropriate licence from the MFSA.
The current MFSA Investment Services Rules set out a regulatory framework governing the following types of investment funds:
A Maltese Fund must be established as a scheme or arrangement which has, as its object, the collective investment of capital acquired by means of an offer of units for subscription, sale or exchange and which, additionally, also possesses any one of the following characteristics:
Malta offers a highly efficient tax regime, which adopts double taxation rules (including double taxation treaties with all EU Member States and the United States of America) on a taxed company profits distributed as dividends. Malta companies are taxed at a rate of 35%, however, a full imputation system applies to the taxation of dividends whereby the tax paid by the company is imputed as a credit to the shareholder receiving the dividend to as low as 5%.
Furthermore, as a general rule, Malta Funds are exempt from Maltese income and capital gains tax as long as such Funds fall within the definition of non-prescribed Funds. Under Maltese Law, a prescribed Fund is a scheme, or arrangement, that:
Any Malta licensed Fund which does not satisfy the above criteria is classified as a non-prescribed Fund and, thus, is exempt from Malta tax as outlined below:
A non-prescribed Fund may still receive income which has been taxed – such as dividends from investments in local equities – and such tax is not available for credit or refund at the level of the Fund. Furthermore, as a non-prescribed Fund may be subject to foreign tax on its income, such tax should not be available as a credit or refund neither at the level of the Fund nor at the level of the investor.
UCITS Schemes are retail Collective Investment Schemes that comply with the UCITS Directive and which are subject to restrictions on the type of eligible assets they may invest in, however this does not preclude UCITS from adopting different investment fund structures.
A UCITS can be structured as an investment company with variable share capital (SICAV), a contractual fund, unit trust or as a limited partnership.
The most popular vehicle is the SICAV, usually established as an open ended umbrella Fund, therefore having a UCITS comprising of two or more sub-Funds, each with different features such as different investment policies and objectives, different asset class investments and different target clients. Such umbrella Funds may be created provided that the constitutional documents expressly permit it and the offering documentation specifies the investment policy, objectives and restrictions specific to each sub-Fund.
UCITS may be set up as limited liability companies and may be established as open-ended SICAVs, which may be formed as a public or private company with variable share capital. However, it must be noted that a UCITS set up as a private company is restricted to the extent to which it can transfer shares and is prohibited from issuing any invitation to the public to subscribe to any of the shares or debentures of the company whilst a public company may offer its shares or debentures to the public. Further, SICAVs allow for the introduction of additional investors without having to wait for the liquidation of an existing investor. In an open-ended UCITS, the value of a share reflects the NAV of the Fund.
SICAVs can be formed as Incorporated Cell Companies, having each incorporated cell within an incorporated cell company as a limited liability company endowed with its own legal personality. SICAVs can operate as a multi-fund structure, whereby the share capital may be divided into different classes of shares, with each class of shares representing a distinct sub-fund of the UCITS.
Contractual funds established by means of a deed of constitution entered into for such purpose by the UCITS Management Company and the depositary of the UCITS. They are not deemed to be a separate legal entity since they are established through a contractual obligation and can be licensed as a multi-fund or multi-class UCITS. A contractual fund may set up one or more special purpose vehicle, which would be a company and through which the UCITS may gain access to double taxation treaties.
UCITS can also be constituted by a trust deed between a management company and a trustee. Trustees operating in Malta must be approved by the MFSA whilst trusts established in foreign jurisdictions may be recognized in Malta and it is therefore possible to set up an investment fund as a foreign law trust.
Limited Partnerships benefit from a similar legislative framework to the one offered to SICAVs and may be constituted as multi-class partnerships or as multi-fund partnerships and the capital of the partnership can be divided into shares.
The UCITS’ head office and registered office are to be both established in Malta and there must be a minimum of two directors, at least one must be independent from the manager and the custodian and if the Fund is self-managed, it shall have as a minimum of one Maltese resident director.
A Maltese UCITS may be self-managed or may appoint a UCITS European management company approved by the MFSA. The manager must have satisfactory financial resources and liquidity at its disposal.
The assets of the UCITS must be entrusted to a depositary for safe keeping. The depositary is also responsible to ensure that the asset manager is abiding by the investment and borrowing powers laid out in the prospectus.
The depositary shall either have its registered office or be established in the UCITS home Member State and it shall be independent from the asset manager and it shall be subject to prudential regulation and ongoing supervision.
The UCITS may appoint an administrator who need not be based in Malta, provided such administrator is recognized by the MFSA. The services typically provided include valuation, transfer agency and registrar and corporate secretariat.
UCITS are generally not required to appoint an investment advisor. Furthermore, the proposed investment advisor need not be established and regulated in the same jurisdiction as the UCITS, but shall have sufficient financial resources and liquidity at its disposal to enable it to conduct its business.
The UCITS, or its asset manager, may appoint one or more prime brokers or counterparties. Before entering into an agreement with a prime broker or counterparty, the UCITS or the asset manager on behalf of the UCITS shall exercise due skill, care and diligence on an on-going basis.
Furthermore, the depositary may be appointed as prime broker provided that it must separate the custody activities from its brokerage activities.
The UCITS shall appoint an auditor approved by the MFSA and the UCITS shall obtain a signed letter of engagement from its auditor defining clearly the extent of the auditor’s responsibilities and the terms of appointment.
Third-party managed: EUR 125,000 (if formed as a company)
Self-managed: EUR 300,000
Marketing and Distribution of the UCITS
A Maltese UCITS is required to draw up a prospectus and a short document (on each sub-fund) containing key information for investors, the Key Investor Information Document.
EU membership in 2004 brought the European stamp of approval to Malta‘s financial legislation and it enabled passporting rights for UCITS certified funds. Appropriately certified Funds can be freely distributed and marketed in Malta and other EU jurisdictions by following the notification procedures set out in the UCITS Directive.
Alternative Investment Funds
AIFs are essentially funds characterised as such in light of the EC Alternative Investment Fund Managers Directive (‘AIFMD’). Accordingly, and in principle, any Fund targeting professional investors and which is managed by an Alternative Investment Fund Manager (in terms of the AIFMD) or which, in the case of a self-managed fund, holds more than €100million assets under management or which opts-in to benefit from EU/EEA passporting entitlements, would be characterised and regulated as an AIF.
The units or shares of a Maltese AIF may be marketed to professional investors in any another EU or EEA Member State by virtue of the said passporting entitlements and/or to Qualifying Investors having a minimum investment requirement of EUR 100,000.
An AIF can be structured as an investment company (SICAV or INVCO), a contractual fund, unit trust or as a limited partnership.
Please refer to UCITS’ structure for information about setting up and AIF as a SICAV, contractual fund, unit trust and limited partnership.
Differently from a UCITS Fund, an AIF may be set up as a closed-ended investment company (INVCO), being a public company having a fixed share capital and restricted business. The business of an INVCO has to be restricted to the investment of its funds mainly in securities or operating as a retirement fund. The activities are further restricted as follows: the company’s holdings in any other company not being an investment company with fixed share capital cannot exceed 15% by value of its investments; the distribution of the company’s capital profits is prohibited by its memorandum and articles of association and no more than 15% of the income derived from securities can be retained by the company. However, an INVCO can still operate as a SICAV where the share capital is divided into different classes of shares, with each class of shares representing a distinct sub-fund of the AIF.
An AIF may only appoint an AIFM, in terms of the AIFM directive as its asset manager to be responsible for the management and investment of its assets. The AIFM is a delegate of the AIF and must be duly authorised to provide such services.
AIFs ordinarily do not appoint an investment advisor.
The investment advisor may be appointed to advice the AIF’s asset manager in respect of transactions relating to financial instruments, however, it will not have any discretion with respect to the investment and re-investment of the assets of the AIF.
The AIFM must appoint a single depositary for each AIF it manages. The depositary shall either be a licensed EU credit institution, a licensed EU MiFID firm authorised to provide the services of safe-keeping of assets or any other entity permitted to act as depositary.
The depositary must be independent from the asset manager and shall not be engaged as the valuer. The depositary may also act as prime broker, acting as counterparty to the AIF, subject to certain conditions being met.
An AIF may appoint an administrator, which role may also be carried out by the AIFM.
The AIFM or the AIF (if self-managed) shall be responsible for the valuation of the assets of the AIF.
The AIF or the AIFM on behalf of the AIF may appoint one or more prime brokers or counterparties.
An AIF shall appoint an approved (by the MFSA) auditor.
The AIF is to have sufficient financial resources at its disposal to enable it to conduct its business effectively, to meet its liabilities and to be prepared to cope with the risks to which it is exposed. It is to maintain an “initial capital” of EUR 300,000 and that the NAV of the AIF is expected to exceed this amount on an ongoing basis.
In addition if the portfolio of the AIF exceeds a value of EUR 250 million, it is required to maintain “own funds” equal to the highest of:
0.02% of the AIF’s portfolio in excess of EUR 250 million capped at EUR 10 million; or
one quarter of the preceding year’s fixed overheads.
Marketing of the AIF
If the AIF is managed and subject to the full AIFM Directive requirements, it can marketed to Professional Investors in the EU/EEA through the passporting regime or Retail Investors under stricter national rules.
Notified Alternative investor funds
The MFSA has announced on the 11 February 2016 the launch of a new fund regime for Alternative Investment Funds – the Notified AIF. The Notified AIF does not require licensing by the MFSA and is not subject to ongoing supervision. A list of Notified AIFs in good standing is available on the MFSA’s website.
A Notified AIF takes the most of the features of the licensed AIF but without having to undergo the process of licensing by the MFSA. However, despite that the Notified AIF will not be licensed by the MFSA, the Manager will take the burden of ensuring that the Notified AIF is in compliance with all the respective rules and regulations.
A Notified AIF may be structured in the form of any of the forms previously discussed under the AIF regime above.
The eligibility for a Fund for the process of notification applies to AIFs which are promoted to Qualifying or Professional Investors. Funds falling within the scope of the Notified AIF shall be managed by an AIFM which is authorised and regulated under the AIFMD. Therefore a Notified AIF cannot be self-managed. Furthermore, the Notified AIF cannot be in the form of a Loan Fund and cannot invest in non-financial assets.
Under the Notified AIF’s regime, due diligence requirements and ongoing supervision are the AIFM’s responsibility. Thus, prior to submitting a request for notification, the AIFM shall carry out the necessary due diligence process to ensure that the service providers and governing body of the AIF are “fit and proper” as specified by the MFSA. Moreover, the AIFM shall undertake and ensure that each service provider and governing body of the AIF maintain the “fit and proper” standard on an ongoing basis.
The AIFM should notify the MFSA in the case of any changes in service providers and/or members of the governing body of the AIF and shall keep records of all evidence of, and correspondence regarding, the due diligence process carried out. The AIFM shall further appoint an MLRO for the supervision of the Notified AIF.
Professional Investor Funds
PIFs are promoted to Qualifying Investors subject to (which rules also apply to AIFs and Notified AIFs promoted to Qualifying Investors):
In the case of an umbrella fund comprising several sub-funds, the relevant investment threshold would apply on a “per scheme” basis rather than on a “per sub-fund basis” such that an investor may spread the investment requirement across various sub-funds.
Where a PIF, AIF or Notified AIF’s base currency is not denominated in Euro, exchange rate fluctuations do not affect the minimum investment threshold provided that, at the time the investment is placed, the threshold was satisfied on the basis of the exchange rate prevalent on the date of such investment.
Before a PIF, AIF or Notified AIF may accept any investment from any investor holding himself out to fall into the respective category, the PIF, AIF or Notified AIF would be required to obtain a completed Declaration Form in which the investor confirms that he has read and understood the mandatory risk warnings and describes why he satisfies applicable requirements. The PIF, AIF or Notified AIF may rely on the declaration provided by the investor – unless it has any information to the contrary.
As noted above, Funds must have a spreading or diversification of investments. An investment portfolio must accordingly be sufficiently varied and should hold near-cash investments for the dual purposes and benefit of diversifying the Fund portfolio whilst addressing liquidity concerns which may arise when investors liquidate their holdings in accordance with the Fund’s Offering Document.
As regards currency denomination, each Fund must be denominated in one base currency for financial reporting purposes. However, each sub-fund in an umbrella structure may have a different base currency.
Composition of a Fund’s Board of Directors
The Board of Directors of an AIF, Notified AIF and PIF must be composed of three or more Directors being independent from the Manager or the management function (in the case of a self-managed Fund), the Administrator and the Custodian, and having experience in the financial services industry.
The proposed Directors of any Fund must satisfy the rigorous “fit and proper” requirements. In approving prospective Directors of a Fund, the following are qualities and qualifications are generally considered:
Management of A Fund
A UCITS, AIF and PIF may be self-managed or managed by an external fund manager, while a Notified AIF must always be managed by an AIFM as previously discussed.
Should an external manager not be appointed in respect of a given Fund, responsibility for the portfolio and risk management of the Fund’s assets would be vested in its Board of Directors.
The Board of Directors of a self-managed Fund would typically appoint an Investment Committee – which must be composed of at least three persons who satisfy “fit and proper” tests and an additional competence assessment by the MFSA. The Investment Committee would be collectively responsible for the day-to-day investment management of the assets of the Fund according to the Terms of Reference established by the Board of Directors and approved by the MFSA.
Investment Committee meetings must be held at least quarterly and the majority of such meetings are to be physically held in Malta. Such meetings are deemed to be physically held in Malta if the minimum number of members that form a quorum necessary for a meeting are physically present in Malta.
In effect, a self-managed Fund must be capable of organising and controlling its affairs in a responsible manner and must have adequate operational, administrative and financial procedures and controls to ensure compliance with all regulatory requirements.
Self-managed AIFs are also subject to additional disclosure requirements vis-à-vis the MFSA and investors.
Apart from having a Board of Directors and an Investment Committee as outlined above, the Fund would be required to set up a proper infrastructure in Malta in order to maintain and operate its licensed activities. The nature and extent of that infrastructure would depend upon the operations proposed to be conducted, but would essentially include:
In addition, any proposed shareholders/partners, ultimate beneficial owners, directors and officers must be suitable, fit and proper persons. Such persons would, accordingly, be subject to fit and proper tests conducted by the MFSA on the strength of detailed personal questionnaires in the prescribed form which are to be submitted to the MFSA together with ancillary due diligence documentation.
Furthermore, each individual who is proposed for appointment to a technical post (particularly as a member of the investment committee, a risk officer, a compliance officer, a money laundering reporting officer or otherwise in a portfolio management function), would have to demonstrate and substantiate his competence and experience in the relevant post to which he is being proposed for appointment by inter alia submitting a detailed competency form to the MFSA in the prescribed form.
The Application Process (ucits, Aif and pif)
The application process initially involves the completion of a specific application form which serves the purpose of outlining all relevant details pertaining to the proposed Fund, including its investment objectives, the identity and competence of each of its directors and officers and the type of investors to whom the fund is expected to be marketed.
In considering applications for licences, the MFSA would give due regard to the following:
With a view to assessing the experience, standing, competence and track record of all parties who will be involved with a Fund, the MFSA would also require substantial disclosure in Personal Questionnaires and (where applicable) Competency Forms for each of the following persons involved in the fund (as the case may be):
The application process effectively comprises three distinct phases as follows:
Phase One – Preparatory
Phase Two – Pre-Licensing
A licence would be issued as soon as all pre-licensing issues are resolved.
Phase Three – Post Licensing/ Pre-Commencement of Business
The Fund may be required to satisfy a number of specific post-licensing matters prior to formal commencement of business.
Umbrella: EUR 2,000
Sub-Funds: EUR 1,000 per sub-fund
Sub-Funds: EUR 600 per sub-fund
Umbrella: EUR 2,500
Sub-Funds: EUR 450 per sub-fund
Umbrella: EUR 3,000
Sub-funds: EUR 500
Additionally, prescribed registration and annual fees are levied by the Malta Registrar of Companies. If the Fund is constituted as a SICAV, a registration fee of EUR 1,750 and an annual fee of EUR 1,000 would be chargeable by the Malta Registrar of Companies.
Managing Director - Malta
The entities within JTC Group, carrying on the regulated business of JTC Group, are duly regulated as appropriate by the British Virgin Islands Financial Services Commission; the Cayman Islands Monetary Authority; the Guernsey Financial Services Commission; the Jersey Financial Services Commission; the Commission de Surveillance du Secteur Financier and the Ordre des Experts-Comptables in Luxembourg; the Malta Financial Services Authority; the Financial Services Commission in Mauritius; the South African Financial Services Board as an authorised financial services provider; is chartered and regulated to provide trust services by the South Dakota Division of Banking in South Dakota (USA); as a member of l’Association Romande des Intermédiaires Financiers in Switzerland and is authorised and regulated by the Financial Conduct Authority in the UK.
L’Association Romande des Intermédiaires Financiers (ARIF) is a self-regulated agency approved by the Swiss Financial Market Supervisory Authority (FINMA) for the supervision of financial intermediaries referred to in Article 2 para. 3 of the Swiss Federal Act concerning the fight against money laundering and terrorist financing in the financial sector (LBA). ARIF is also recognised by FINMA as a professional organisation for the enactment of rules of conduct relating to the exercise of the profession of independent asset managers within the meaning of the Collective Investment Schemes Act (CISA).
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