Private Funds

AUTHORIZATION OF PRIVATE

A Private Fund is required to be authorized pursuant to section 129 of the Securities Act prior to the operator inviting investors to participate in the fund. Private funds authorized by the Commission include venture capital funds, private equity funds, debts funds, hedged funds and social funds. Only sophisticated and high net worth investor can participant in a private funds.

The Fund Manager of the private fund be incorporated and holds a minimum of n SEC Investor’s Advisors license in order to act as promoter of the private fund . The legal form of the fund can take the form of a limited company, trust, limited partnership or other legal form acceptable to the SEC.

The application for authorization. Operation, investment restrictions, reporting requirements and winding up the fund are contained in the Securities (Private Funds) Guidelines. (No.1) of 2022

Application for authorization of a private fund shall be submitted for consideration by a license investment adviser or licensed dealer and shall be accompanied by the following documents in support of the application:

A formal letter of application for authorization signed by a duly authorized officer
The funds constitutive documents such as trust deed, articles of association, partnership agreement or other such documents depending on the legal form of the fund
draft private placement memorandum
draft management agreement
draft subscription Agreement
fund Manager’s latest audited report where available
details. Including curriculum viaite and copies of certified qualifications certificates of members of the key investment teams of the fund manager;
details, including curriculum vitae and copies of certified qualification certificates of members of the investment committee for the fund; and
the curriculum vitae of directors or trustees of the fund

A private fund that is not domiciled in Zambia shall apply for authorization and in addition to the above requirements submit

A statement or certificate from the applicable supervisory body verifying that the fund manager is registered or authorized in accordance with the legislation of the domicile of the fund
A certified copy of the authorization or registration of the fund or Fund Manager from the jurisdiction the Fund or Fund Manager is authorized or registered
The name of the appointed representative in Zambia, if the Fund Manager is not incorporated and does not have a place of business in Zambia
The latest annual financial report of the fund and the fund manager.
The latest financial report of the Zambian representative

An application for authorization for a private fund shall be proceeded and the decision communicated to the application within 90 days from receipt of a complete application.