Category: Funds

Background

While there has been significant attention paid to the role of public finance, until recently there has been less attention on the critical part, private finance can and must play, if the goals of the Paris Agreement; to limit global warming to below 2 degrees Celsius (preferably 1.5) degrees, and for developed economies to invest $100bn annually – are to be met.

The transition to net zero requires a fundamental rewiring of our global energy system. It will drive disruptive innovation across almost every sector and every region globally.

What Role is Guernsey Playing?

There is a significant opportunity for global private finance to partner with the Guernsey finance industry to drive a proactive sustainability agenda, and to establish Guernsey as the leading global centre for financing the transition to net zero.

This includes traditional sectors such as: trusts and corporates, funds, insurance and investment management, as well as the development of new specialist expertise and support services, for example around ESG, data and fintech.

Key differentiators that enable Guernsey to capture this opportunity are:

• A strong track-record for innovation
• An engaged, supportive regulator
• Fast, easy access to global markets
• A strong, stable, trusted home for private capital
• A trusted home of specialist solutions
• A strong pool of experienced advisors

Dixcart Services

Investment Funds: Dixcart Fund services provide an opportunity for private and corporate clients to establish Guernsey fund structures with a responsive and open regulator. Dixcart aims to support the growth of the Guernsey green investment sector, from a total NAV of almost £5bn in 2022, to a projected £56bn+ by 2040. Wider opportunities exist in assisting green projects providing inward investment into regions such as Sub-Saharan Africa and other geographical areas, encouraging net-zero investment project targets for Guernsey Registered, Authorised and Private Investment Funds

Trust & Company: Dixcart remains one of the leading privately owned, fully independent, client relationship and service level driven trust, corporate and fund services groups in the Crown Dependencies and further afield. Dixcart has a clear goal to develop opportunities to become the leading trusted provider for private clients (particularly Family Offices) and corporate clients, who are sustainably investing within the industry.

The Guernsey Way Forward

Guernsey has committed to a 2050 net zero target, and an interim policy commitment to reduce emissions by 57% of 1990 levels, by 2030. Together with the States of Guernsey, Guernsey Finance has set a clear ambition for Guernsey to play a leading role in driving the transition towards a greener, more sustainable future globally.

Via Guernsey Green Finance, Guernsey has already proven itself to be at the forefront of innovation in the green and sustainable finance sector.

A number of key examples include:

TISE Sustainable – Headquartered in Guernsey, The International Stock Exchange (TISE) hosts one of Europe’s most comprehensive sustainable market segments and is aligned to the UN’s Sustainable Stock Exchange initiative

Guernsey Green Fund – the world’s first regulated product in this space, now channelling close to £5bn into green projects

Guidance and Frameworks – developing industry-first frameworks and guidance including an ESG framework for insurers and the green private equity principles

Collaboration & Engagement – Sustainable Finance Week, took place on the 20^th to 23^rd of September 2022 and brought together global leaders and experts in this field, to act as a catalytic force for innovation and collaboration. The week started with an exciting initiative, with the publication of a Green Fund Report: Guernsey kicks off Sustainable Finance Week with new green fund regime and ‘just transition’ report | We Are Guernsey

Guernsey also actively participates in a number of key international initiatives and networks including; the UN Financial Centres for Sustainability (FC4S) Network, UK Green Finance, and Network for Greening the Financial System (NGFS).

Conclusion

While the challenges are great the solutions exist in Guernsey. For further information regarding Dixcart services and support, and to discuss your requirements and opportunities contact Bruce Watterson, at the Dixcart office in Guernsey: advice.guernsey@dixcart.com

The African Continent offers vast opportunities for inward investment and is of great interest to international investors searching for growth, particularly in relation to venture capital, private equity and infrastructure strategies.

Guernsey has an extensive track record in providing a stable, globally recognised and flexible regime for these strategies and Dixcart has seen a steady stream of enquiries for structuring investments into the African Continent for Private Equity Houses, South African Fund Managers, Family Offices, and groups of mutual interest investors.

This note looks at a Guernsey Investment structure investing into the African Continent using a South African Headquartering structure as an attractive and underutilised alternative to structuring through Mauritius.  It is assumed such an investment structure would generate interest and dividend income, as well as gains from the disposal of shares of underlying subsidiaries.

History

In 2012, South Africa established itself as an attractive “Gateway into Africa”, by amending its tax laws and exchange controls to provide significant incentives for private equity investments, not only into Africa, but also into the rest of the world, using South Africa as a holding jurisdiction.

This became known as the South African Headquarter Company Regime (the SA HQ Regime), which gives effect to these incentives.

Typical Structure

In the below diagram, a Guernsey Investment vehicle (either regulated or unregulated) (Guernsey Investment Co.) sits at the top for international investors to invest into, with a 100% Guernsey subsidiary below that is registered with the South African Revenue Services (SARS) as an SA HQ Company, with underlying wholly owned subsidiaries in the African country where the investment is ultimately being made.

How easy is it to qualify for the tax benefits offered by the SA HQ Regime?

Below is a brief summary of the requirements to qualify for the SA HQ Regime.

• The SA HQ Company must be tax resident in South Africa, which would require it to be effectively managed and controlled in South Africa.*
• Prescribed minimum percentages:
  • At least 10% shareholding in the SA HQ Company by each shareholder80% or more of the cost of the total assets must be attributable to the underlying investment
  • At least 50% of the gross income must comprise of passive income earned from the underlying investment
• An annual election to be treated as a SA HQ Company is required
• Annual reporting (non-onerous) is required.

*Note it is advisable to incorporate the SA HQ Co as a Guernsey company so not to be tied to South Africa should SARS change the Regime.

Tax benefits offered by the SA HQ regime**

• Profits and gains generated in the underlying structure are effectively exempt from SA tax

• Interest received – can be structured to minimise or zeroise tax

• Dividends received – exempt from SA tax

• Royalties received – outside the scope of SA tax

• Capital gains on the disposal of shares in the African Subsidiaries – exempt from SA tax

• Dividends declared to shareholders – outside the scope of SA tax

• Interest paid on borrowings – minimal or no SA tax

• Royalties paid – no SA tax

• Disposal of shares by non-resident shareholders – likely to be outside the scope of SA tax

**Subject to each structure’s circumstances. Independent tax advice from a recognised South African tax adviser will be required. Dixcart can make introductions to appropriate South African tax advisers, if required.

South African Tax Treaty Network

South Africa has more than twice as many Double Tax Treaties as Mauritius, with 102 treaties currently in force (23 of which are from the 54 African countries), compared to Mauritius’ 45 treaties.

Also, as an update, South Africa’s extensive treaty network continues to allow for treaty relief in almost every continent of the world, including Australia, North and South America, Africa and Europe. The Mauritius treaty network is, on the other hand, more focused on specific jurisdictions such as India and China and notably does not have treaties with Australia, Brazil, Canada, Ireland, Japan, Netherlands, New Zealand, Russia, Switzerland and the United States.

What are the Consequences of Disinvestment?

The shares held in the SA HQ Company Regime by the Investment Company would not be deemed as holding assets in South Africa as the SA HQ Company investments must be from outside of South Africa. This means that the disposal of the SA HQ Company’s shares by Investment Company as a non-resident shareholder would not give rise to any South African Capital Gains Tax (CGT) implications for it. However, the shareholders of the Investment Company, when they realise their holding, may be subject to tax in their jurisdiction of residence.

Conclusion

The Guernsey Investment structure for investing into the African Continent via a SA HQ Company is a very attractive and underutilised alternative to the traditional structuring through Mauritius, opening up additional Double Taxation Treaties as well as other operational advantages depending on the circumstances of investors and Investment Managers.

Additional Information

For more information on Guernsey and the SA HQ Company Investment structure for investing into Africa (or indeed anywhere else in the world) and how Dixcart can help, please contact Steven de Jersey at the Dixcart Guernsey office at: advice.guernsey@dixcart.com

Dixcart Trust Corporation Limited, Guernsey: Full Fiduciary Licence granted by the Guernsey Financial Services Commission. Guernsey registered company number: 6512. Dixcart Fund Administrators (Guernsey) Limited, Guernsey: Full Protector of Investor Licence granted by the Guernsey Financial Services Commission. Guernsey registered company number: 68952.

The African Continent offers vast opportunities for inward investment and is of great interest to international investors searching for growth, particularly in relation to venture capital, private equity and infrastructure strategies.

Guernsey has an extensive track record in providing a stable, globally recognised and flexible regime for these strategies and Dixcart has seen a steady stream of enquiries for structuring investments into the African Continent for Family Offices, Private Equity Houses, South African Fund Managers and groups of mutual interest investors.

Structures are bespoke and often include an ESG (environment, social and governance) investment strategy. Both corporate and fund vehicles are typically used, with Private Investment Funds (PIFs) the favoured fund structure.

This note looks at a Guernsey Fund structure with the consideration of a South African Headquartering company (SA HQ Co) subsidiary.  The principal is the same for a Guernsey holding company for international investors where a regulated Fund is not required.

Inward Investment: The Private Investment Fund (PIF)

For Fund Managers, there are compelling reasons to use a Guernsey fund structure due to the speed they can be launched, the competitive cost to establish and maintain, and the practicality of closely aligned time zones.

Guernsey is home to more than 850 investment funds with AUM of £310bn for Promoters, ranging from well-established global investment managers to boutique managers.

The newly revised Guernsey Private Investment Fund (PIF) structure provides incredible flexibility for:

• the speed it can be brought to market
• the streamlining of regulation with reliance being placed on the Designated Administrator, and
• there being three routes to market, tailored to suit different investor types

A PIF is limited to a maximum of 50 investors which is rarely an issue for these funds as they typically accommodate a limited number of investors.  For further information on the three PIF types please click here, for the Qualifying Investor PIF please click here, and for the Family Relationship PIF please click here.

The Qualifying Investor PIF is a quick and efficient way for Fund Managers to access international institutional investors and raise capital for their African strategies.

Whilst Mauritius has often been considered a natural fit for access to the African market due to its treaty networks, the combination of a PIF with a SA HQ Co Structure beneath, offers an attractive alternative for tax efficient investing across much of Africa and is discussed further below.

The South Africa Headquartering Regime (SA HQ Regime)

(For investing outside of South Africa)

The SA HQ Regime was established in 2012 as a “Gateway into Africa” by amending the laws and exchange controls to provide significant incentives for private equity investments.  The SA HQ Co would be a company incorporated in Guernsey but would have effective management and control in South Africa as a 100% subsidiary of the Guernsey PIF and be exclusively “resident” for South African tax purposes so can be registered as a HQ Co and have full access to tax treaty relief.

There should ideally be a single 100% foreign shareholder (i.e., the Guernsey PIF), with no requirement for this shareholder to be from a country with an existing South African Double Tax Agreement. However multiple shareholders, both foreign and local, are permissible.

This must be an active investment company, so the structure needs to affect the foreign investment as soon as possible. The predominant value of the company’s assets must represent interests in non-South African investments, with the income apportionment dependant on the SA HQ Co’s anticipated annual turnover.

The ideal income mix would be a combination of interest, dividends, and service fees. Whilst other classes of income are allowed under the SA HQ Co, these would be dealt with on a case-by-case basis working alongside an independent and recognised tax advisor in South Africa.

Highlights

• Full access to South Africa’s DTA network (23 DTA’s with African countries, 102 worldwide)
• Mitigation of SA transfer pricing provisions to related party transactions, including:
  • Intra-group financial assistance
  • Licensing of IP, involving the SA Investment Company
• SA’s Controlling Foreign Company (CFC) provisions are navigated to result in a nil net income imputation for the SA HQ Co
• The SA HQ Co can elect a functional currency other than the Rand
• The SA HQ Co may not be subject to further scrutiny on an exchange control front

Benefit Synopsis

The exact benefits will depend on the nature and location of each investment, but may be summarised as follows:

• Interest, dividends, and service fees can be received by the SA HQ Co from the foreign investment with a reduced or zero withholding tax, considering South Africa Double Tax Treaty provisions
• Dividends either paid out or received by the SA HQ Co, may be subject to relief, to the extent of either minimization, or a neutral tax effect.  This relief can make up for the lack of a treaty between South Africa and Guernsey
• Disposals of participating holdings by the SA HQ Co are not subject to Capital Gains Tax
• There is no South African tax on an optimally designed structure

Conclusion

The PIF with an SA HQ Co subsidiary provides a robust, flexible and efficient structure for PE Houses and Fund Managers for structuring through, to enable their networks of professional and institutional investors to implement their African strategies.

For single investors and Family Offices where a regulated structure is not required, a Guernsey company above the SA HQ Co provides the same solution.

Additional Information

For more information on Guernsey, and the investment structures for Africa (or indeed anywhere else in the World) and how Dixcart can help, please contact Steven de Jersey or Bruce Watterson at the Dixcart Guernsey office at: advice.guernsey@dixcart.com and visit our website www.dixcart.com

Dixcart Trust Corporation Limited, Guernsey: Full Fiduciary Licence granted by the Guernsey Financial Services Commission. Guernsey registered company number: 6512.

Dixcart Fund Administrators (Guernsey) Limited, Guernsey: Full Protector of Investor Licence granted by the Guernsey Financial Services Commission. Guernsey registered company number: 68952.

Since joining the EU Malta has become an attractive location to establish a fund. The legislation that was enacted at the time meant that additional fund regimes could be introduced. As a result, Malta has a reputation for being a cost-effective jurisdiction, offering multiple types of funds to choose from, depending on the preferred investment strategy.

All Maltese funds are regulated by the Malta Financial Services Authority (MFSA). Malta benefits from a series of European Union Directives which allow collective investment schemes to operate freely throughout the EU, on the basis of a single authorisation from one member state.

There are various different funds in Malta:

• Professional Investor Funds “PIF”
  •  PIFs are available only to Qualifying Investors
• Alternative Investment Funds
  • A new category recently introduced as a result of the Alternative Investment Fund Managers Directive (AIFMD), and now comprising of retail NON-UCITS (Undertaking for Collective Investment in Transferable Securities) and PIFs. There are 3 categories of AIFs:
  • AIFs promoted to Professional Investors
  • AIFs promoted to Qualifying Investors
  • AIFs promoted to Retail Investors
• Notified Alternative Investment Funds “NAIF”
  • Private Collective Investment Scheme – maximum 15 participants and which does not require a Collective Investment Scheme licence, but needs to be recognised by the MFSA.

Various Fund Structures

Single‐fund and multi‐fund structures are available.

In multi‐fund structures you have separate sub‐funds / compartments with their respective investment themes.

Whereas in multi‐fund (umbrella) structures, an election is made to have the assets and liabilities of each sub‐fund within the umbrella structure treated, for all intents and purposes of law, as separate from the assets and liabilities of each other sub‐fund of that structure (segregation of assets and liabilities).

Need to Instruct a Service Provider

In Malta, each fund requires a  service provider for day-to-day management.

Below is a brief overview of the key roles involved in a fund and their specific duties:

• Board of Directors

The Board, which is nominated by the Founder Shareholders, is responsible for the general affairs of the scheme, including the appointment of a service provider. In order to adhere to the Maltese regulatory requirements, the Board should:

• be composed of no less than three members;
  • one of the Directors must be resident in Malta;
  • one of the Directors must be independent.

The majority of the board meetings must be held physically in Malta. Directors of a NAIF are not subject to a due diligence assessment by the Regulator but will be subject to due diligence assessment by the AIFM (Alternative Investment Fund Manager), assuming responsibility of the NAIF.

• Manager (unless self-managed)

The Investment Manager is the person responsible for the discretionary investment management of the assets of the Fund. This includes; establishing or reviewing investment policy; rules for stock selection; portfolio construction; investment techniques and instruments; as well as negotiation and implementation of the acquisition and disposal of the investments.

This management function includes certain risk management activity, which depends on whether the fund is a UCITS and the AIFMD regime.

• Self‐Managed Schemes

Funds (such as  UCITS, retail non‐UCITS, PIFs or AIFs) which do not appoint an external Investment Manager, are called self‐managed schemes. This self-managed option is only available where funds are bodies corporate (whose structure allows the full assumption of the management function by the administration).

Self‐managed funds must comply with specific provisions applicable to them under MFSA rules (in the form of supplementary licence conditions), including rules on the initial capital requirements of self‐managed schemes.

• Fund Administrator

The Fund Administrator is the person appointed by the Scheme or its Manager, responsible for the provision of administration services to the Fund. Fund administration services typically include the following:

i. preparation of Net Asset Values;

ii. pricing the investment portfolio;

iii. preparation of contract notes;

iv. registrar functions;

v. payment of bills;

vi. reconciliations;

vii. fund accounting;

viii. preparation of financial statements;

ix. performance reporting;

x. compliance reporting.

• Compliance Officer and Money Laundering Reporting Officer.

The NAIF, is required to comply, on an ongoing basis, with the provisions of local laws and any applicable rules and regulations, as well any other applicable regulations in any jurisdictions where it is marketed. In this regard, the NAIF must appoint a Compliance Officer, who, in terms of the local requirements, must be the same Compliance Officer as of the AIF.

The Board of the NAIF is also responsible for compliance with its obligations under the Prevention of Money Laundering and Funding of Terrorism Regulations. The NAIF must therefore also appoint a Money Laundering Reporting Officer.

The Fund must also have the following service providers in place; the MLRO, Compliance Officer, Custodian, Auditor, and Investment Advisor depending on the type of fund.

Case Study

Set-up of a Malta Fund – gathering investors from an EU country and the rest of the world such as; US, Thai, China and Middle East. The proposed fund will focus on purchasing buildings to refurbish, plots of land integrally held in an EU country. During the first year, the first round of investments will be around €20 million. 

• Option A – Launch of a new dedicated collective investment scheme with one sub-fund at launch, structured as a Maltese Notified Alternative Investment Fund (“NAIF”). A dedicated collective investment scheme will provide you with the possibilities to; (i) build your own brand, (ii) launch additional sub-funds in the future under the same brand name, (iii) retain control; you will hold certain voting rights, including the rights to choose the Directors and Service Providers, and (iv) receive income via the founder shareholding.
• Option B – Launch of a new sub-fund under an already existing collective investment scheme. The SICAV  (société d’investissement à capital variable) would be an already existing Notified AIF, and therefore included in the list of NAIFs held by the Malta Financial Services Authority. The launch of an additional sub-fund within an existing structure will improve the time to market and the total expense ratio of the fund, since certain fixed costs (such as Directors’ remuneration and insurance, for instance) are shared between the sub-funds that are launched.

The proposed solutions offer fund promoters such as; an investor, pension fund, insurance company, bank or management company, different cost-effective ways to launch a product and the possibility to access the market quickly.

Elise Trustees, a sister company of Dixcart Management Malta, holds a fund administrator licence and can therefore provide a comprehensive range of services including; fund administration, accounting and shareholder reporting, corporate secretarial services, shareholder services and valuations.

The fund (the Collective Investment Scheme), must itself be licensed by the MFSA.

Additional Information

For further information on Maltese Funds, please do not hesitate to contact Jonathan Vassallo: advice.malta@dixcart.com at the Dixcart office, in Malta or your usual Dixcart contact.

Key Data About Malta

• Malta became a member state of the EU in May 2004 and joined the Euro Zone in 2008.
• English is widely spoken and written in Malta and is the principal language for business.

Factors Contributing to Malta’s Competitive Advantage

• Robust legal and regulatory environment with a legislative framework in line with EU Directives. Malta incorporates both jurisdictional systems: civil law and common law, as business legislation is based on English law principles.
• Malta boasts a high level of education with graduates representing a cross-section of the various disciplines related to financial services. Specific training in financial services is offered at various post-secondary and tertiary education levels. The accounting profession is well-established on the island. Accountants are either university graduates or in possession of a certified accountant qualification (ACA/ ACCA).
• A proactive regulator that is very approachable and business minded.
• An ever-growing supply of high-quality office space for rent at prices cheaper than in Western Europe.
• Malta’s development as an international financial centre is reflected in the range of financial services available. Complementing the traditional retail functions, banks are increasingly offering; private and investment banking, project finance, syndicated loans, treasury, custody, and depositary services. Malta also hosts several institutions specialising in trade-related products, such as structured trade finance, and factoring.
• Maltese standard time is one hour ahead of Greenwich Mean Time (GMT) and six hours ahead of US Eastern Standard Time (EST). International business can therefore be managed smoothly.
• International Financial Reporting Standards, as adopted by the EU, are entrenched in company legislation and applicable since 1997, so there are no local GAAP requirements to deal with.
• A very competitive tax regime, also for expatriates, and an extensive and growing double taxation treaty network.
• No restrictions on the granting of work permits for non-EU nationals.

Malta Hedge Funds: Professional Investor Funds (PIF)

Maltese legislation does not directly refer to hedge funds. However, Malta hedge funds are licensed as Professional Investor Funds (PIFs), a collective investment scheme. Hedge funds in Malta are usually set up as open or closed-ended investment companies (SICAV or INVCO).

The Malta Professional Investor Funds (PIFs) regime consists of three categories: (a) those promoted to Qualifying Investors, (b) those promoted to Extraordinary Investors, and (c) those promoted to Experienced Investors.

Certain conditions need to be satisfied to qualify under one of these three categories and therefore to be able to invest in a PIF. PIFs are collective investment schemes designed for professional and high-net-worth investors with a certain degree of expertise and knowledge in their respective positions.

Definition of a Qualifying Investor

A “Qualifying Investor” is an investor who fulfils the following criteria:

1. Invests a minimum of EUR 100,000 or its currency equivalent in the PIF. This investment may not be reduced below this minimum amount at any time by way of a partial redemption; and
2. Declares in writing to the fund manager and the PIF that said investor is aware of, and accepts the risks associated with the proposed investment; and
3. Satisfies at least one of the following:

• A body corporate that has net assets in excess of EUR 750,000 or part of a group that has net assets in excess of EUR 750,000 or, in each case, the currency equivalent thereof; or
• An unincorporated body of persons or associations with net assets in excess of EUR 750,000 or the currency equivalent; or
• A trust where the net value of the trust’s assets is more than EUR 750,000 or the currency equivalent; or
• An individual whose net worth or joint net worth combined with his/her spouse exceeds EUR 750,000 or the currency equivalent; or
• A senior employee or director of a service provider to the PIF.

What are Malta PIFs Used for and What are their Benefits?

PIFs are often used for hedge fund structures with underlying assets ranging from transferable securities, private equity, immovable property, and infrastructure. They are also commonly used by funds engaging in cryptocurrency trading.

PIFs offer many benefits, including:

• PIFs are intended for professional or high-worth investors and do not therefore have the restrictions usually imposed on retail funds.
• There are no investment or leverage restrictions and PIFs can be set up to hold just one asset.
• There is no requirement to appoint a Custodian.
• A fast-track licensing option available, with approval within 2-3 months.
• Can be self-managed.
• May appoint administrators, managers, or service providers in any recognised jurisdictions, members of the EU, EEA, and OECD.
• Can be used to set up for virtual currency funds.

There is also the possibility of re-domiciling existing hedge funds from other jurisdictions to Malta. In this way, the fund’s continuity, investments, and contractual arrangements are continued.

Malta Alternative Investment Funds (AIF)

AIFs are collective investment funds that raise capital from investors and have a defined investment strategy. They do not require authorisation under the Undertakings for the Collective Investment in Transferable Securities (UCITS) regime.  

The recent transposition of the Alternative Investment Fund Directive (AIFMD), through amendments to the Investment Services Act and the Investment Services Rules and the introduction of subsidiary legislation has created a framework for the management and marketing of non-UCITS funds in Malta.

The scope of the AIFMD is broad and covers the management, administration, and marketing of AIFs. However, it mainly covers the authorisation, operating conditions, and transparency obligations of AIFMs and the management and marketing of AIFs to professional investors throughout the EU on a cross-border basis. These types of funds include hedge funds, private equity funds, real estate funds, and venture capital funds.

The AIFMD framework provides a lighter or de minimis regime for small AIFMs. De minimis AIFMs are managers who, whether directly or indirectly, manage portfolios of AIFs whose assets under management collectively do not exceed the following amounts:

1) €100 million; or

2) €500 million for AIFMs managing only unleveraged AIFs, with no redemption rights exercisable within five years from the initial investment in each AIF.

A de minimis AIFM cannot use the EU passporting rights deriving from the AIFMD regime.

However, any AIFM whose assets under management fall below the above thresholds, may still opt into the AIFMD framework. This would render it subject to all of the obligations applicable to full-scope AIFMs and enable it to use the EU passporting rights deriving from the AIFMD.

Additional Information

If you require any further information regarding PIFs and AIFs in Malta, please speak to Jonathan Vassallo: advice.malta@dixcart.com, at the Dixcart office in Malta or to your usual Dixcart contact.

Introduction

Guernsey Private Investment Funds (PIFs) are investment funds which are designed to offer a more flexible and streamlined approach to fund structuring and administration for private investors. They are a popular option for private equity investors, high-net-worth individuals and family offices seeking to establish bespoke investment funds.

Establishment, Administration and Regulation – Characteristics and Advantages

A PIF can be set up as either a closed-ended or open-ended fund, with no minimum investment per investor. They can be structured as limited partnerships, companies, or unit trusts, providing investors with a choice of different legal structures.

One of the key advantages of a PIF is the simplified regulatory framework which allows for a faster and more cost-effective set-up process compared to other types of investment fund. PIF’s are also exempt from certain regulatory requirements, such as the need to appoint a Guernsey-based custodian, which further reduces costs and administrative burdens.

All Guernsey PIF’s are subject to regulation by the Guernsey Financial Services Commission (GFSC), which ensures that they meet certain standards of transparency and accountability. The regulatory framework for PIF’s is specifically designed to be flexible and proportionate to the risks involved, which means that PIF’s can be established and managed in a way that suits the specific needs of investors.

In addition to these advantages, PIF’s also offer a range of investment options, including the ability to invest in a diverse range of assets, such as real estate, private equity, and hedge funds. This makes a PIF a popular choice for investors seeking to diversify their portfolios and access alternative asset classes.

General Features of a Guernsey PIF

Overview of general characteristics of a Guernsey PIF;

–           Unlimited offers can be made but no more than 50 legal persons as investors

–           Compatible with AIFMD and UK private placement regimes

–           No requirement for Regulatory approval of the promoter

–           No requirement for offering document / private placement memorandum

–           Audited accounts required

–           Guernsey licensed administrator, such as Dixcart, must be appointed

–           Cannot be listed

–           The GFSC generally aim to approve PIF applications within 24 hours from receipt of the application.

Conclusion

A Guernsey Private Investment Fund is a flexible and efficient option for private investors seeking to establish a bespoke investment fund that meets their specific needs and requirements. Offering a streamlined regulatory framework and a range of investment options, PIF’s are a valuable tool for private equity investors, high-net-worth individuals and family offices looking to grow and diversify their wealth.

For further information on Guernsey PIF’s and Dixcart’s highly competitive fees, and/or for advice regarding their establishment, on-going management and administration, please contact: bruce.watterson@dixcart.com, steve.dejersey@dixcart.com or advice.guernsey@dixcart.com

Dixcart Guernsey (representing Dixcart Trust Corporation Limited and Dixcart Funds Administrators Guernsey Limited, registered Company Numbers: 6512 and 68952) hold a Full Fiduciary Licence and Guernsey Protection of Investors Licence granted by the Guernsey Financial Services Commission

A Very Relevant Topic

‘Environmental Social and Governance Investing’ was the keynote speaker topic at both the May 2022 Guernsey Fund Forum (Darshini David, Author, Economist and Broadcaster), and the MSI Global Alliance conference (Sofia Santos, Lisbon School of Economics and Management), which also took place May 2022.

The reason ESG is becoming main-stream is that it is business and therefore economically critical. It also allows financially savvy investors, investment managers, investment advisors, family offices, private equity and the public to financially benefit from staking their financial vote in companies who are looking to better the global status quo.

Repercussions of this Investment Trend

We are seeing two areas of activity driven by these investment trends;

1. Clients taking ESG positions, within their managed investment portfolios, in companies and funds which have ESG credentials which those clients have a particular affinity for,
2. Clients establishing bespoke structures to create a tailored ESG strategy which covers their often very specific, areas of ESG / impact investing interest.

The first trend is generally very well catered for, with internal ESG experts and third party investment managers making equity and fund investment recommendations.

Second Trend and Guernsey PIFs

The second trend is more interesting and often involves the establishment of special purpose structures, which can be a registered and regulated fund, for a small number of (generally less than 50) investors. The Guernsey Private Investment Fund (PIF) is ideally suited to these new, bespoke ESG strategy funds.

In particular, we are seeing family office and private equity investors with very specific and niche areas of ESG investment interest, who are just not catered for by main-stream ESG funds.

Guernsey Green Fund Accreditation

Guernsey ESG PIFs can also apply for Guernsey Green Fund accreditation.

The objective of the Guernsey Green Fund is to provide a platform upon which investments into various green initiatives can be made.  This enhances investor access to the green investment space, by providing a trusted and transparent product which contributes to the internationally agreed objective of mitigating environmental damage and climate change.

Investors in a Guernsey Green Fund are able to rely upon the Green Fund designation, provided through compliance with the Guernsey Green Fund Rules, to present a scheme that meets strict eligibility criteria of green investing and has the objective of a net positive outcome for the planet’s environment.

Additional Information

For further information on ESG investing through bespoke structures, Guernsey Private Investment Funds and the Guernsey Green Fund accreditation please contact: Bruce Watterson or Steve de Jersey, in the Dixcart office in Guernsey: advice.guernsey@dixcart.com.

Dixcart is licensed under the Protection of Investors (Bailiwick of Guernsey) Law 1987 to offer PIF administration services, and holds a full fiduciary license granted by the Guernsey Financial Services Commission.

Global Transparency

The ongoing country-by-country assessment and global scrutiny of standards of transparency and financial regulation by the OECD and FATF, has brought a welcome improvement in global standards but at the same time, has highlighted deficiencies in some areas.

This can create compliance issues for existing arrangements and investor concern for structures operating from certain jurisdictions. On occasion, there is therefore, a need to relocate financial activities to a more compliant and stable jurisdiction.

Guernsey’s Corporate Solution for Investment Funds

On 12 June 2020, the Guernsey Financial Services Commission (GFSC) introduced a fast-track licensing regime for investment managers of overseas (non-Guernsey) funds.

The fast-track solution allows overseas fund management companies to migrate to Guernsey and obtain the required investment business licence in just 10 business days. As an alternative, a newly incorporated Guernsey management company can also be established and licensed within 10 business days, under the same regime.

The fast track solution was developed in response to a significant number of enquiries from managers of overseas funds, wishing to establish funds in Guernsey, whether through the migration of existing overseas fund managers or the establishment of new funds requiring Guernsey fund managers.

Why Guernsey?

• Reputation – Fund managers are attracted to Guernsey due to its strong legal, technical, and professional services infrastructure, with a wide choice of quality lawyers, fund administration firms and locally based directors. In addition, Guernsey is in the EU, and is FATF and OECD “white listed” for tax transparency and fair taxation standards.

• International Compliance – Guernsey has introduced legislation to meet EU requirements on economic substance. This legislation requires fund managers to carry out their core income generating activities in their jurisdiction of tax residence. Guernsey’s pre-existing financial services infrastructure and regulatory framework means that fund managers established on the island are able to meet the requirements on economic substance. Guernsey’s robust yet balanced regulation of fund managers and its longstanding pedigree and reputation as a world leading jurisdiction in private equity are also key to Guernsey’s popularity.

• Experience – Fund administrators and auditors in Guernsey have extensive experience in working with overseas non-Guernsey funds. Non-Guernsey schemes, for which some aspect of management, administration or custody is carried out in Guernsey, represented a net asset value of £37.7 billion at the end of 2020, and is a growth area.

• Other fast-track solutions – The fast-track option for managers of overseas funds is in addition to the existing fast track licensing processes available for Guernsey managers of Guernsey funds (also 10 business days). There is also a fast-track option for registering Guernsey funds within 3 business days for registered funds, and 1 business day for private investment funds (PIFs) and the PIF Manager.

Dixcart Fund Administrators (Guernsey) Limited works closely with Guernsey legal counsel, to facilitate migrations and provide high quality on-going support and administration services to ensure compliance with regulatory requirements, economic substance, and best practice.

Additional Information

For more information regarding the fast tracking of funds to Guernsey, please contact Steven de Jersey or Bruce Watterson at the Dixcart office in Guernsey: advice.guernsey@dixcart.com

As an additional aide to our notes on the introduction of the two new Private Investment Fund (PIF) routes in Guernsey (Qualifying Private Investor and Family Relationship);

A Quick Guide to Guernsey’s New Private Investment Fund (PIF) Rules (dixcart.com)

The ‘Qualifying’ Private Investor Fund (PIF) Guernsey Private Investment (dixcart.com)

A summary Is provided below on the three routes to establishing a PIF and, for completeness, the same information for registered and authorised funds.

* Flexible entity type: such as Limited company, Limited partnership, Protected Cell Company, Incorporated Cell Company etc.

** No hard definition of ‘family relationship’ is provided, which could allow for a wide range of modern family relationships and family dynamics to be catered for.

Additional information:

Registered vs authorised – in registered collective investments schemes it is the responsibility of the designated manager (administrator) to provide warranties to the GFSC that appropriate due diligence has taken place.  On the other hand, authorised collective investment schemes are subject to a three-stage application process with the GFSC in which this due diligence takes place.

Authorised fund classes:

Class A – open-ended schemes compliant with the GFSCs Collective Investment Scheme Rules and thus suitable for sale to the public in the United Kingdom.

Class B – the GFSC devised this route to provide some flexibility by allowing the GFSC to exhibit some judgment or discretion.  This is because some schemes range from the retail funds aimed at the general public via institutional funds to the strictly private fund established solely as a vehicle for investment by a single institution, and that their investment objectives and risk profiles are similarly wide-ranging. Accordingly, the rules do not incorporate specific investment, borrowing and hedging restrictions. This also allows for the possibility of new products without the need to amend the Commission’s regulation.  Class B schemes are typically aimed at institutional investors.

Class Q – this scheme is designed to be specific and is aimed at professional investor funds encouraging innovation.  As such, compliance with this scheme places more focus on disclosure of risks inherent in the vehicle vs other classes. 

Dixcart is licensed under the Protection of Investors (Bailiwick of Guernsey) Law 1987 to offer PIF administration services, and holds a full fiduciary license granted by the Guernsey Financial Services Commission.

For further information on private investment funds, please contact Bruce Watterson or Steve de Jersey at advice.guernsey@dixcart.com

Background

A series of European Union Directives implemented in July 2011 allow collective investment schemes to operate freely throughout the EU, on the basis of a single authorisation from one member state.

Characteristics of these EU regulated funds include:

• A framework for cross-border mergers between all types of EU regulated funds, allowed and recognized by each member state.
• Cross-border master-feeder structures.
• Management company passport, which allows an EU regulated fund, established in one EU member state, to be managed by a management company in another member state.

Dixcart Malta Fund Services

From the Dixcart office in Malta we provide a comprehensive range of services including; accounting and shareholder reporting, corporate secretarial services, fund administration, shareholder services and valuations.

The Dixcart Group also offers fund administration services in: Guernsey, the Isle of Man and Portugal.

Investment Fund Types and Why Malta?

Since Malta joined the EU, in 2004, the country has enacted new legislation, and introduced additional fund regimes. Malta has been an attractive location to establish a fund ever since.

It is a reputable and cost-effective jurisdiction, and also offers multiple types of fund to choose from, depending on the preferred investment strategy. This provides flexibility and an ability to adapt to different circumstances.

Currently, all funds in Malta are regulated by Malta Financial Services Authority (MFSA). Regulation is divided into four different types:

• Professional Investor Fund (PIF)
• Alternative Investor Fund (AIF)
• Notified Alternative Investment Fund (NAIF)
• Undertakings for Collective Investment in Transferable Security (UCITS).

The Professional Investor Fund (PIF)

The PIF is the most popular hedge fund in Malta. Investors usually use this type of fund to achieve strategies linked to innovation, for example investment into cryptocurrency, as the main features of the fund are flexibility and efficiency.

PIFs are known as collective investment schemes designed to target professional investors and high net worth individuals, due to the lower investment, asset threshold and experience required, compared to other types of fund.

To create a PIF the investor must be a Qualified Investor and must invest a minimum of €100,000. The fund may also be created by setting up an umbrella fund which includes other sub-funds within it. The invested amount can be established per scheme, instead of per fund. This method is often viewed as being the easier option by investors, when creating a PIF.

Investors must sign a document stating their awareness and acceptance of the risks involved.

The Qualified Investor must be; a body corporate or a body corporate which is part of a group, an unincorporated body of persons or association, a trust, or an individual with assets of more than €750,000.

A Maltese PIF scheme can be formed by any of the following corporate vehicles:

• An Investment Company with Variable Share Capital (SICAV)
• An Investment Company with Fixed Share Capital (INVCO)
• A Limited Partnership
• A Unit Trust/Common Contractual Fund
• An Incorporated Cell Company.

The Alternative Investor Fund (AIF)

An AIF, is a Pan-European collective investment fund, for sophisticated and professional individuals. It can also be created as a multi-fund where the shares may be divided into different types of shares, in that way creating sub-funds of the AIF.

It is called ‘collective’ because many investors can take part in it and any  benefit is distributed across the fund investors in accordance with a defined investment policy (not to be confused with UCITS which have stricter requirements). It is termed ‘Pan-European’ because the AIF has an EU passport and therefore any EU investor can join the fund.

When it comes to investors, these may be Qualifying Investors or Professional Clients.

A ‘Qualifying Investor’, must invest a minimum €100,000, declare in a document to the AIF that he/she is aware of and accepts the risks that he/she is about to take, and finally, the investor must be; a body corporate or a body corporate which is part of a group, an incorporated body of persons or association, a trust, or an individual with assets of more than €750,000.

An investor who is a ‘Professional Client’ must have the experience, knowledge and skill to make his/her own investment decisions and to evaluate the risks. This investor type is generally; entities who are required/authorised/regulated to operate in financial markets, other bodies such as national and regional governments, public bodies that manage public debt, central banks, international and supranational institutions, and other institutional investors whose main activity is to invest in financial instruments. In addition, clients that do not meet the definitions above, may request to be Professional Clients.

A Maltese AIF scheme can be formed by any of the following corporate vehicles:

• An Investment Company with Variable Share Capital (SICAV)
• An Investment Company with Fixed Share Capital (INVCO)
• A Limited Partnership
• A Unit Trust/Common Contractual Fund
• An Incorporated Cell Company.

The Notified Alternative Investor Fund (NAIF)

The NAIF is a Maltese product used by investors when they want to market their fund, within the EU, in a fast and efficient way.

The manager of this fund (Alternative Investment Fund Manager – AIFM), assumes all of the responsibility for the NAIF, and its obligations. Following ‘notification’, the AIF can access the market in ten days, as long as all of the documentation received by the MFSA is in good order. Securitisation projects are an example of what NAIFs are used for.

Within this fund, as in an AIF, investors can be Qualifying Investors or  Professional Clients. Either can apply for the process of ‘notification,’ with the only two requirements being;  investors must each invest a minimum of €100,000, and they must declare to the AIF and AIFM, in a document, that they are aware of the risks that they are about to take and that they accept them.

Relevant features of a NAIF include:

• Subject to a notification process by MFSA, rather than to a license process
• Can be open or close ended
• Cannot be self-managed
• Responsibility and supervision are undertaken by the AIFM
• It cannot be set-up as a Loan Fund
• Cannot invest in non-financial assets (including real estate).

A Maltese NAIF scheme can be formed by any of the following corporate vehicles:

• An Investment Company with Variable Share Capital (SICAV)
• An Investment Company with Fixed Share Capital (INVCO)

• An Incorporated Cell Company of a SICAV (SICAV ICC)
• An Incorporated Cell of a Recognised Incorporated Cell Company (RICC)
• A Unit Trust/Common Contractual Fund.

Undertakings for Collective Investment in Transferable Security (UCITS)

UCITS funds are a collective investment scheme, a liquid and transparent retail product which can be marketed and distributed freely across the EU. They are regulated by the EU UCITS Directive.

Malta offers a cost-effective option, with flexibility, whilst fully respecting the EU Directive.

UCITS, created in Malta, can be in the form of a variety of different legal structures. The main investments are transferable securities and other liquid financial assets. UCITS can also be created as an umbrella fund, where the shares can be divided into different types of shares, thereby creating sub-funds.

Investors must be ‘Retail Investors,’ who must invest their own money in a non-professional way.

A Maltese UCITS scheme can be established by any of the following corporate vehicles:

• An Investment Company with Variable Share Capital (SICAV)
• A Limited Partnership
• A Unit Trust
• A Common Contractual Fund.

Summary

A variety of different funds are available in Malta and professional advice, from a firm such as Dixcart, should be taken, to ensure that the fund type selected best meets the particular circumstances and types of investor investing into the fund.

Additional Information

If you require any further information regarding funds in Malta, please speak to Jonathan Vassallo: advice.malta@dixcart.com, at the Dixcart office in Malta or to your usual Dixcart contact.