Revised Laws of Saint Lucia (2021)

2.   Interpretation

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   (1)   In this Act, unless the context otherwise requires—

“auditor” means a person who—

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   (a)     is a member of the Institute of Chartered Accountants of the Eastern Caribbean or another professional accounting institute or association and who is approved as an auditor by the Minister;

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   (b)     is independent of the international mutual fund or the administrator or the manager which he or she is auditing; and

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   (c)     has at least 5 years of experience in performing audits of financial institutions or mutual funds;

“administrator” means a person who holds a valid international public mutual fund administrator licence;

“certificate of registration” means a certificate of registration issued pursuant to section 4(5)(b);

“Director” means the Director of Financial Services appointed as such pursuant to the Registered Agent and Trustee Licensing Act;

“eligible company” means a body corporate which is incorporated or continued under the International Business Companies Act for the purpose of carrying on international public mutual fund business and whose objects or business activities are restricted to international public mutual fund business;

“equity interest” means a share, a partnership interest, a trust unit or other security or vote –

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   (a)     that carries an entitlement to participate in the profits or gains of a company, a partnership or a unit trust; and

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   (b)     which may or may not be redeemable or repurchasable at the option of the investor;

“international business company” means a company incorporated pursuant to the International Business Companies Act;

“International Business Company Act” means the International Business Companies Act, Cap. 12.14;

“international mutual fund business” means engaging in the business of establishing and operating or attempting to establish or operate mutual funds which does not involve—

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   (a)     undertaking mutual fund business with any resident;

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   (b)     investing in any asset which represents a claim on any resident, except a claim resulting from a loan to an international business company registered under the International Business Companies Act or to a company licensed under the International Banks Act, or to an international mutual fund subject to this Act, or to an international trust registered under the International Trust Act;

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   and “international private mutual fund business” and “international public mutual fund business” shall be construed accordingly;

“international partnership” means a partnership registered pursuant to the law in force in Saint Lucia relating to international partnerships;

“international private mutual fund” means a private mutual fund registered as an international private mutual fund pursuant to section 4 of this Act;

“international public mutual fund” means a public mutual fund in respect of which a person has been granted an international public mutual fund licence pursuant to section 6;

“international public mutual fund administration services” means—

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   (a)     the administration of an international public mutual fund;

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   (b)     the provision of the registered office of an international public

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   (c)     mutual fund in Saint Lucia;

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   (d)     the provision of the administrative services to an international public mutual fund including the accounting, valuation and reporting services; or

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   (e)     in relation to an international public mutual fund, the maintenance of any register of equity interests,

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   but does not mean the provision of a registered office where corporate secretarial and related services are provided to a mutual fund or the filing and payment of fees under the International Business Companies Act any law relating to trusts or this Act; or the provision of investment advice;

“international public mutual fund administrator licence” means an international public mutual fund administrator licence granted pursuant to section 13;

“international public mutual fund licence” means an international public mutual fund licence granted pursuant to section 6;

“international public mutual fund licensee” means a person who holds a valid international public mutual fund licence;

“international public mutual fund manager licence” means an international public mutual fund manager licence granted pursuant to section 24;

“international public mutual fund management services” include—

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   (a)     the management of an international public mutual fund;

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   (b)     the provision of investment advice to an international public mutual fund;

“international trust” means an international trust registered pursuant to the International Trust Act;

“investor” in respect of a mutual fund, means the holder of record of an equity interest in the mutual fund but does not include a promoter or an administrator;

“licence” means a licence issued pursuant to this Act;

“licensee” means a person issued with a licence pursuant to this Act;

“manager” means a person who holds a valid international public mutual fund manager licence;

“Minister” means the Minister responsible for International Financial Services;

“mutual fund” means a pool of investors funds for the purpose of collective investment arranged in the form of a company incorporated, a partnership formed or a unit trust organized pursuant to the law in force in Saint Lucia which issue equity interests that entitle the holder to receive on demand or within a specified period after demand an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets of the company, the partnership, the unit trust or other similar body as the case may be;

“offering document” means a document or series of documents on the basis of which equity interests in the mutual fund are offered for sale or persons are invited to subscribe for or purchase equity interests in the mutual fund, but does not include any other notice, circular, advertisement, letter or other communication used in connection with the offer for sale of an equity interest in the mutual fund and containing the information required pursuant to section 8;

“officer” includes a person employed in a managerial position for valuable consideration;

“person” includes a body corporate or an unincorporated body;

“prescribed” means prescribed in the Regulations;

“promoter” means a person acting alone or in conjunction with others directly or indirectly who takes part in forming or organizing the business of a mutual fund;

“public mutual fund” means a mutual fund—

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   (a)     the constitutional documents, offering document and any other documents which specify that the making of an invitation to subscribe to the mutual fund is to be made to the public; or

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   (b)     which is designated as a public mutual fund;

“private mutual fund” means a mutual fund where the constitutional documents specify –

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   (a)     its equity interests are held by not more than 100 persons;

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   (b)     the minimum total investment in the fund is $50,000 per person;

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   (c)     that it is not marketed to the public;

“record” means any means by which information may be stored;

“registered agent” has the meaning given to it pursuant to the Registered Agent and Trustee Licensing Act;

“registered office” means—

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   (a)     in respect of an international business company incorporated or continued pursuant to the International Business Companies Act, the registered office of the international business company for the purpose of that Act;

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   (b)     in the case of an international trust registered pursuant to the International Trusts Act, the place shown in the Register maintained by the Registrar of International Trusts as the address of the registered trustee of the international trust;

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   (c)     in the case of an international partnership formed pursuant to the law in force in Saint Lucia relating to the international partnerships, the address of the registered general partner;

“registered trustee” has the meaning given to it under the Registered Agent and Trustee Licensing Act;

“Registrar of International Trusts” means the Registrar of International Trusts designated as such pursuant to the International Trusts Act;

“Regulations” means Regulations made pursuant to this Act;

“resident” means—

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   (a)     a natural person who is resident in Saint Lucia in accordance with the Income Tax Act, Cap.15.02;

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   (b)     a company, partnership, limited partnership or other body, incorporated, established, formed or organised in Saint Lucia under the law in force in Saint Lucia, the majority of shares or other ownership of which is legally or beneficially owned, directly or indirectly, by persons who are resident under the provisions of subparagraph (a);

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   (c)     any other corporation, partnership, limited partnership, or other entity which is a resident of, or ordinarily resident or domiciled in Saint Lucia under the law in force in Saint Lucia,

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   but does not mean a person registered or licensed under any law in force in Saint Lucia relating to international financial services;

“unit trust” means a trust under which for valuable consideration are issued, trust units in profits or gains arising from the acquisition holding, management or disposal of investments by the trustee of the trust.

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   (2)   In this Act, the expression “carrying on business from within Saint Lucia” means carrying on business outside Saint Lucia from a place of business or a registered office within Saint Lucia.

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   (3)   The Minister may recognise any jurisdiction for the purposes of this Act and shall cause a notice of the recognition to be published by an Order in the Gazette.