There are now three routes to establishing a Private Investment Fund (PIF) in Guernsey. This summary sets out the key features of the new requirements under The Private Investment Fund Rules and Guidance 2021.
Route 1 - Licensed Manager PIF
Route 2 - Qualifying Private Investor PIF
Route 3 - Family Relationship PIF
Summary of 'Route One' – POI Licensed Manager
The Guernsey Financial Services Commission (the Commission) noted in a consultation paper that the current framework works well for certain providers and clients, and should continue to be available. Therefore, the option to register a PIF in exactly the same way as one does today will remain under the proposed regime. There will be no change to the applicable rules at the time of application and a PIF must appoint a licensee as manager to manage the scheme. For a PIF structured as a typical GP/LP arrangement, the licensed manager would usually be the GP. For a PIF structured as a corporate vehicle, a separate manager will still be required under Route One.
All currently registered PIFs will continue to be registered under the proposed regime as they will meet the requirements under 'Route One'. If a currently registered PIF seeks to change the basis of its registration, to use either the new 'Route Two' or 'Route Three', then this will be treated as a new PIF application with a corresponding application fee being payable.
Similarly, if an existing PIF seeks to change registration to the Registered Collective Investment Schemes Rules 2018, then it is proposed that a new application must be made which will incorporate a relevant form and fee.
Summary of 'Route Two' – Qualifying Private Investor
Recognising the strong support for a PIF model without an attached POI licensed manager, the Commission suggested an alternative route to registration is proposed with the following elements:
- all investors must meet qualifying criteria consistent with the definition of qualifying investor under the Qualifying Investor Fund (QIF) regime (it should be noted that there is a proposed enhancement to the criterion for an individual investor who makes an initial investment of no less than US$100,000 or equivalent, requiring that the amount invested represents no more than 25% of the individual's investable assets);
- the number of offers of units for subscription, sale or exchange must not exceed 50; and
- written disclosure must be made to prospective investors providing at a minimum information on the regulatory status of the scheme, investor suitability and risk warning.
Subject to the above, the PIF Rules as currently in place would apply. At the time of application the POI licensed fund administrator would be required to provide confirmations equivalent to those currently provided by a fund administrator in respect of any QIF application.
Summary of 'Route Three' – Family Relationship
Taking into account the view that the PIF should be a truly private structure, the Commission proposed that a third route to registration as a PIF should be offered. This would firmly place the PIF as a private wealth structure, as opposed to a private wealth product. Using this route, there would be a family relationship between investors and no capital raising from investors outside this relationship. It is proposed that the following restrictions would apply:
- a family relationship must apply between all the investors; and
- no capital may be raised by the fund from investors outside the family relationship.
There would be no requirement to appoint a POI licensed fund manager. At the time of application the POI licensed fund administrator would be required to provide confirmations that effective procedures are in place to ensure restriction to only eligible family-related investors.