Interpretation

(1) In this Act, unless the context otherwise requires, “administrator” means a person who, (a) for valuable consideration provides a mutual fund with administrative services alone or together with accounting services; or (b) is entitled to provide to mutual funds (by whatever name called) such services as provided in paragraph (a) under the laws of a recognized country or jurisdiction; “auditor” means a person who is entitled to practice as a public accountant and to perform audits under the laws of Belize or that of a recognized country or jurisdiction; “Code of Practice” or “Code” means the code of practice prescribed by regulations; “company” means a body corporate, wherever incorporated or constituted; “constitutional documents” means, 7 (a) in the case of a company, the memorandum and articles of association or such other instrument of incorporation; (b) in the case of a partnership, the agreement by which the partnership is formed and governed; or (c) in the case of a unit trust, the trust deed by which the unit trust is organised or governed; “Court” means the Supreme Court of Belize; “custodian” means the person who holds the property of the mutual fund in safe keeping; “Deputy Registrar” means such person authorised under the Act to act as Deputy Registrar or delegated by the Registrar to do all such things as the Registrar can do; “Exchange Control Regulations Act” means the Exchange Control Regulations Act, Cap. 52 and any statutory modifications thereto; “existing entity” means, (a) a public fund; (b) a private or professional fund; or (c) a manager or administrator, which was carrying on its business in or from within Belize immediately before the coming into force of this Act; “financial year”, in relation to a mutual fund, means, subject to subsection (2) (c) of this section, the period not exceeding fifty-three weeks at the end of which the balance of the mutual fund’s accounts is struck or, if no such balance is struck or a 8 period of more than fifty-three weeks is employed for that purpose, then a calendar year; “Income and Business Tax Act” means the Income and Business Tax Act, Cap. 55 and any statutory modifications thereto; “investor” means a person who owns or holds shares (as herein defined) issued by a mutual fund; “Judge in Chambers” means a Judge of the Supreme Court of Belize sitting in Chambers; “manager” means a person, not being an officer or an employee of a mutual fund which has delegated management functions to a person licensed under this Act, who, (a) for valuable consideration, provides a mutual fund with management services alone or together with investment advice or administrative services; or (b) is entitled to provide to mutual funds (by whatever name called) such services or advice as provided in paragraph (a) under the laws of a recognised country or jurisdiction; “Minister” means the Minister responsible for the administration of this Act; “mutual fund” or “fund” means a company incorporated, a partnership formed, a unit trust organised or other similar body formed or organised under the laws of Belize or that of any other country or jurisdiction which, (a) collects and pools funds for the purpose of collective investment; and 9 (b) issues shares (as herein defined) 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 a part of the net assets of the company, the partnership or the unit trust, as the case may be, and includes an umbrella fund whose shares are split into a number of different class funds or sub-funds, but excludes any arrangements which are designated by regulations; “officer” includes, (a) a director, alternate director, the president, a vice-president, and any other person designated as an officer of a company by by- laws, by resolution of the directors or by any other instrument; (b) a general partner of a partnership; and (c) a trustee of a unit trust; “partnership” means a contractual relationship which subsists between persons carrying on a business in common with a view of profit and includes a partnership formed under the laws of Belize or of any other country or jurisdiction notwithstanding any statutory definition thereof to the contrary; “person” includes an individual natural person, a mutual fund, any company, partnership, unit trust or trustee, or other similar entity; “private fund” means a mutual fund which, 10 (a) has less than fifty investors and the constitutional documents of which prohibit the offering of its shares to the general public; or (b) is designated as a private fund by regulations; “professional fund” means a mutual fund which, (a) is offered only to professional investors and the initial investment in which, in respect of each investor, is not less than one hundred thousand in the United States of America currency or its equivalent in any other currency; and (b) is designated as a professional fund by “professional investor” means a person, (a) whose ordinary involves the acquisition or disposal of property of the same kind as the property, or a substantial part of the property of the fund; or (b) who has signed a declaration that he has net worth in excess of one million dollars in the United States of America currency or its equivalent in any other currency and that he consents to being treated as a professional investor; “promoter” means a person acting alone or in conjunction with others directly or indirectly who takes the initiative in forming or organising the business of a mutual fund, but does not include an underwriter who receives underwriting commission without taking any part in the founding or organising of the mutual fund business; 11 “prospectus” means any prospectus or similar document the purpose of which is to make an offer to the general public or any section thereof for subscription or purchase of any shares issued by a mutual fund; “public fund” means a mutual fund which, (a) offers any shares it issues for subscription or purchase to any member of the general public or any section thereof; and (b) is not a private fund or a professional fund; and (c) is registered as a public fund under this Act; “recognised country or jurisdiction” means any country or jurisdiction recognised by the Minister under subsection (3) of this section; “Registrar” means the Registrar of Mutual Funds appointed under this Act; “regulations” or “the regulations” means regulations enacted under this Act; “security” means any document or instrument constituting evidence of title to or interest in the capital assets, property, profits, earnings or royalties of any person, as herein defined, and includes, (a) bonds, debentures, notes, mortgages and any other evidence of indebtedness; (b) any share, stock, document or instrument commonly known as a security; and (c) any document or instrument constituting evidence of an option, subscription or other interest in a security or constituting evidence of an interest in an association of legatees or heirs; “share” means share in the share capital of a mutual fund company, and includes an interest in a mutual fund partnership and a unit in a mutual fund unit trust, or other similar entity; “Stamp Duties Act” means the Stamp Duties Act, Cap. 64 and any statutory modifications thereto; “underwriter” means a person who, (a) as principal, agrees to purchase shares issued by mutual funds with a view to offering them to the public; or (b) as agent for a mutual fund, offers for sale or sells to the public shares issued by the mutual fund; “unit trust” means an arrangement creating a trust under the laws of Belize or of any other country or jurisdiction in which unit holders participating in the arrangement are the beneficiaries of the trust. (2) In this Act, (a) every company incorporated, every partnership formed, every unit trust organised, or other similar entity existing under the laws of Belize for the purpose of carrying on business as a mutual fund, a manager or administrator, shall, if carrying on business anywhere outside Belize, be deemed to be carrying on business from within Belize; 13 (b) the expression “carrying on business from within Belize” includes carrying on business outside of Belize from a place of business or a registered office within Belize; (c) the definition of the financial year may be such longer period as may be agreed with the Registrar; and (d) the minimum investment limit referred to in paragraph (a) of the definition of “professional fund” shall not apply in respect of an investment made by the manager or administrator of the professional fund. (3) The Minister may recognise any country or jurisdiction for the purposes of this Act and shall cause an Order of such recognition to be published in the Gazette.