Private Investment Funds ("PIF")
Applicable law
Regulatory permissions are issued under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 ("the POI Law").
Applicable rules
The Private Investment Fund Rules and Guidance, 2025.
Specific criteria and principles
The Private Investment Fund is a regulated product with a focus on strong corporate governance, including managing conflicts of interest.
APPLICABLE FUNDS
Closed-ended and open-ended schemes can apply as PIFs. The Private Investment Fund cannot entertain a structure whereby there are separate investment advisers acting in respect of individual cells. There must be one adviser to the entire structure.
APPLICATION CRITERIA
In order to apply for registration as a PIF, the criteria set out in Schedule 1 of The Private Investment Fund Rules and Guidance, 2025 for either a Qualifying Private Investment Fund (“QPIF”) or a Family Private Investment Fund (“Family PIF”) must be met. These may be summarised as follows:
QPIF criteria
A QPIF is only open to Qualifying Private Investors, who are able to evaluate the risks and strategy of investing in the PIF, and to bear the consequences of investment in the PIF. A Qualifying Private Investor ("QPI") must be a Professional Investor, Experienced Investor, or Knowledgeable Employee, , High Net Worth Investor, UK Professional Client, EU Professional Client, US Accredited Investor, or a Licensee Admitted Investor (where either the licensed Manager (if one is appointed), or the Designated Administrator vouch for the suitability of the investor) – full definitions are set out in The Private Investment Fund Rules and Guidance, 2025.
Any marketing must be specifically targeted only to investors who have been identified as QPIs, and there is no restriction on the number of offers to such persons or to the number of investors (being QPIs) who may invest in the QPIF.
Family PIF
All investors in a Family PIF must share a family relationship or be an eligible employee of the family. The Family PIF cannot be marketed outside the family group.
OTHER FEATURES
There is no requirement within The Private Investment Fund Rules and Guidance, 2025, for a PIF to appoint an auditor. This does not preclude a PIF from appointing an auditor – such appointment being optional.
Likewise, a PIF is not required by The Private Investment Fund Rules and Guidance, 2025 to appoint a Manager. However, if a Manager is appointed and operates in or from within the Bailiwick, it will need to be licensed under the POI Law. In the case of a QPIF, a licensed Manager (if one is appointed) and the Designated Administrator must each agree to vouch for any investor introduced by them who will meet the definition of a QPI by virtue of being a Licensee Admitted Investor, by making a declaration at application stage, as explained in the second paragraph of the following section.
DECLARATIONS
The PIF Application Form contains declarations given by the proposed Designated Administrator to the Commission and the Commission attaches great importance to these declarations. It expects Designated Administrators to be able to demonstrate that they have documentary evidence to support the declarations given, and to be able to produce that evidence immediately should the Commission request it. The Commission has published Guidance for Private Investment Fund Promoter due diligence. Designated Administrators who cannot substantiate their applications may find themselves excluded from participation in the Private Investment Fund regime.
In the case of a QPIF, where Licensee Admitted Investors may form all or part of the investor base, further declarations are required to be made by the licensed Manager of the QPIF (where one is appointed), and the Designated Administrator of the QPIF. Such declarations will confirm that if a Licensee Admitted Investor is admitted by either the licensed Manager or the Designated Administrator, then the respective party will have carried out appropriate enquiries to ascertain that such investor is able to evaluate the risks and strategy of investing in the QPIF and is able to bear the consequences of investment in the QPIF, including the possible total loss of such investment.
Application
The application must contain:
APPLICATION FORM
The PIF application form is available on the online Applications and Authorisations Portal.
APPLICATION FEE
The application fee for an open-ended PIF is £4,795 and for a closed-ended PIF is £4,790. Where there is a new associated Manager which will require licensing, an additional fee of £3,080 is payable in respect of the relevant licence application.
CONTROLLERS, DIRECTORS AND SENIOR OFFICERS OF THE PROMOTER
Personnel who will exercise control or a significant function relating to the application must submit Online Personal Questionnaires through the Online PQ Portal.
ONLINE PERSONAL QUESTIONNAIRE (“OPQ”) AND ONLINE APPOINTMENT ("OA")
OPQs and/or OAs must be submitted through the Online PQ Portal for each natural person who is a beneficial owner, controller, partner, director, company secretary, money laundering reporting officer, money laundering compliance officer, compliance officer or manager of the Manager (if applicable) and for each natural person who is a Director of the Fund (if applicable).
BUSINESS RISK ASSESSMENT (“BRA”)
If the application includes a Licence application for a Manager, a BRA must be included in the application.
INFORMATION PARTICULARS
In instances where Information Particulars are prepared for an applicant, these must be provided as part of the application.
Additions of new cell/sub-fund/share class for PIFs
For Open ended PIFs notifications of a new cell/sub-fund/share class should be sent to [email protected] together with the relevant fee.
For Closed ended PIFs notifications of a new cell/sub-fund/share class should be sent to [email protected].
Application process
We will assess and review the application and inform the applicant, or its professional advisers, of any matters requiring expansion or clarification. Once all queries have been satisfied, the application will be referred to a decision-maker. A formal response will follow decision-making.
Timeframe
INDICATIVE TIMEFRAME
The Commission will declare the scheme registered in one business day following the receipt of a full PIF application. If the application is incomplete, the application clock will not commence until all documentation, information (including required Online Personal Questionnaires and Online Appointments) and relevant fees have been submitted.
APPLICATION QUALITY
Any minor queries resulting from the Commission's initial assessment of the application will be referred back to the prospective Guernsey administrator or legal provider acting on behalf of the applicant with the aim that resolution of the issue can be achieved within the one-day period.
WRITTEN RESPONSE
We will send a written response detailing any matters that require expansion and/or clarification to enable the application to be referred to a decision-maker. If the application has been made through the application portal, all responses will be sent inside of the portal. We reserve the right to reset the application clock if the nature and number of issues requiring expansion and clarification are substantial.
If we receive no response to these queries within a three-month time period, we reserve the right to archive the application, such that, any future licence application following this period would require a new submission. Applications that remain in draft format, without being submitted, on the application portal will be removed after three months.
Application conclusion
REGISTRATION
Successful applicants will be issued with a formal declaration of registration.
CONDITIONS AND DEROGATIONS
Any formal conditions to be imposed upon the registration of the schemes or any derogations from or modifications of the rules will be incorporated into the final declaration of registration.
ANNUAL FEE
Upon registration, the annual fee becomes due, which is reduced pro rata in the first year: an invoice will be sent by email.
Audit Requirements for Managers of Private Investment Funds
Where an entity licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 (“the POI Law”) acts solely as the Manager to one or more “PIF”, and does not undertake any other Controlled Investment Business, then the Commission will typically dis-apply the Licensees (Conduct of Business) Rules and Guidance, 2025 and the Licensees (Capital Adequacy) Rules and Guidance, 2025 in respect of that Licensee. Furthermore, and pursuant to Section 43(9) of the POI Law, the Commission exempts entities which are licenced under the POI Law who act solely as the 'manager to one or more PIFs from the application of Section 43(1) of the POI Law (being the requirement to appoint an auditor). Therefore, the Commission does not require a PIF Manager to appoint an auditor or to prepare and submit audited accounts to the Commission (for itself as a Licensee). Whilst the above relates solely to the Commission’s requirements, such Licensees and their Directors and Administrators should remain mindful of any obligations of the Licensee to other parties in respect of these matters (for example the requirements contained in their constitutive documents, or any other legislation to which they might be subject).