On 18 April 2017, the Jersey Financial Services Commission (“JFSC”) issued the Jersey Private Fund Guide (“JPFG”). The JPFG introduces the Jersey Private Fund (“JPF”), which amalgamates three other earlier Jersey products: Very Private Funds, Private Placement Funds and COBO Only Funds. The JPF will be of interest to promoters who are looking to launch funds for groups of investors where a fully-regulated product might not be necessary or appropriate.
A JPF is a private investment fund involving the pooling of capital under the principle of risk spreading. Therefore, in order to fall within the scope of the JPFG, a structure would need to have at least two investors pooling their capital and a number of assets being acquired, such that there would be “risk spreading”.
The JPF regime is designed to be flexible and a JPF can take the form of a company (including a protected cell company, an incorporated cell company or any cell thereof), a partnership or a unit trust.
Helpfully, the following are expressly not intended to fall within the definition of a JPF:
A Jersey Private Fund:
A JPF must have a consent issued by the JFSC under the Control of Borrowing (Jersey) Order 1958.
The DSP of each JPF must complete and file an application form for the authorisation of that JPF (“JPF Form”). A one-off application fee of £1,105* is payable to the JFSC followed by an annual fee of £1,000* payable in July each year.
The JPFG provides for a streamlined, 48-hour authorisation process for all JPFs that meet the eligibility criteria, provided that the JFSC’s authorisation team receives the completed JPF Form and requisite application fee in good order.
Any material changes from the information provided in the JPF Form prior to the launch of a JPF must be notified to the JFSC as soon as possible. Any material changes to the JPF following the launch must be notified to the JFSC as soon as is reasonably practicable and within 28 days.
The DSP is required to submit an annual compliance return (“JPF Return”) in respect of the JPF.
Broadly, people who invest (as principal and/or agent) by way of business including;
The DSP must be registered pursuant to the Financial Services (Jersey) Law 1998 and must be an existing, full-service Jersey entity and must be licenced to carry on fund services business, save that, where the JPF has 15 or fewer offers and professional and/ or eligible investors, the DSP may instead be registered with the JFSC to carry on trust company business (as is the case with Fiduchi).
The DSP is responsible for:
The JPFG can be downloaded from the JFSC’s website: https://www.jerseyfsc.org/pdf/15.03.2017-Appendix_C-JPF_Guide.pdf
Fiduchi can provide formation and administration services for all Jersey corporate and trust entities and can act as the DSP for all JPFs that have 15 or fewer offers and professional and/ or eligible investors. For further information please contact Terry Northcott.
*Fees are correct as at July 2018. Briefing note updated 31 July 2018.