Jersey Private Placement Fund Guide

Summary

This is a JFSC guidance document setting out the eligibility conditions and ongoing requirements for Jersey Private Placement Funds (PPFs), a category of closed-ended investment fund offered to no more than 50 Professional Investors or Sophisticated Investors. The guide notes that following introduction of the Jersey Private Fund regime in April 2017, new PPFs can no longer be established, so this guide is retained only for reference by existing PPFs and their service providers.

• Structure: A PPF must be a closed-ended fund, structured as a Jersey company, partnership, limited partnership or unit trust (or equivalent outside Jersey), and must obtain Control of Borrowing (Jersey) Order 1958 (COBO) consent for the issue of units.
• Local presence: Jersey-incorporated PPFs (or their manager, general partner or trustee) must have at least two Jersey resident directors with appropriate experience on the relevant board.
• Administration: A PPF must be administered by a Designated Service Provider (a JFSC-registered administrator), which must provide the registered office and AML/CFT support, including acting as or supporting the Money Laundering Reporting Officer and Money Laundering Compliance Officer.
• Investor limits: Units may only be offered to and held by Professional Investors, Sophisticated Investors, or investment managers acting for such investors, up to a maximum of 50 investors.
• Disclosure: The Private Placement Memorandum must contain prescribed disclosure statements and an investment warning, which must be separately acknowledged in writing by investors.

The guide also addresses AML/CFT obligations under the Proceeds of Crime (Jersey) Law 1999, noting that references to the superseded 2008 Dear CEO letter should now be read together with the JFSC's Guidelines on interpretation of Article 36 of that Law.

Key obligations

• A Private Placement Fund must obtain COBO consent for the issue of units, partnership interests or raising of money in Jersey
• Jersey-incorporated PPFs, or their Jersey general partner, trustee or manager, must appoint at least two Jersey resident directors with appropriate experience
• A PPF must be administered by a Designated Service Provider that provides the fund's registered office and AML/CFT compliance support
• Units in a PPF may only be offered to no more than 50 Professional Investors or Sophisticated Investors
• The Private Placement Memorandum must include the prescribed disclosure statements and investment warning, and investors must sign a written acknowledgement of the investment warning before investing

Applies to

Private Placement Funds, fund administrators (Designated Service Providers), fund managers, general partners, trustees, directors of Jersey companies acting as fund vehicles, investment managers