Key changes in the newly revised JPF Guide

We worked alongside the Government of Jersey, the JFSC, the Jersey Funds Association and Jersey Finance to help shape the changes so that Jersey remains a top-tier jurisdiction for efficient, flexible fund structuring.  
 
On the welcome changes, Tatiana Collins, partner in our Jersey Investment Funds & Corporate team commented: 
 
"The Jersey Private Fund (JPF) has been hugely popular since its launch in 2017, and a global success story for Jersey. These changes will further enhance the appeal of Jersey as a jurisdiction of choice for fund managers and ensure that the popularity of the Jersey Private Fund (JPF) is maintained in years to come."  
 
In this article we look at the key changes to the JPF Guide, any nuances which apply and answer some FAQs.  

What are the key changes to the JPF Guide?

• no limit on the number of offers / investors - JPFs will no longer be limited to making a maximum of 50 offers or having a maximum of 50 investors
  
  
• 24 hour processing time - a JPF application which meets all the requirements will be processed in 24 hours (rather than the previous 48 hour timeline), further streamlining the authorisation process
  
  
• changes to the investor eligibility requirements:
  
  
  • these have been simplified – an investor must still be a 'professional investor' or an 'eligible investor', but the definition of 'professional investor' has been amended to expressly include 'eligible investors', and so all investors may simply be referred to as a 'professional investors'
    
    
  • widening the criteria to increase flexibility - the definition of a 'professional investor' has been widened to add the following qualifying categories: 
    
    (i) a professional client within the meaning of the UK Financial Conduct Authority's Conduct of Business Sourcebook
    
    (ii) a 'US accredited investor' within the meaning of 'Accredited Investor' as defined by the U.S. Securities and Exchange Commission in rule 501 of Regulation D – Rules Governing the Limited Offer of Sale of Securities Without Registration Under the Securities Act of 1933

• new 'Restricted Group of Investors Test' - an offer must be addressed exclusively to a "restricted group of investors" to ensure that it does not constitute an "offer to the public" within the meaning of Article 3 of the Collective Investment Funds (Jersey) Law 1988, as amended (the CIF Law).  The basic test is as follows:
  
  
  • the offer must be addressed to an identifiable category of persons (Restricted Group)
    
    
  • the offer may only be directly communicated to the Restricted Group by the JPF or the JPF's appointed agent (e.g. the General Partner, or the Manager)
    
    
  • only members of this Restricted Group may accept the offer

What are the nuances of the JPF Guide? 

• Is an Offer document required? – a simple term sheet may still suffice, unless a prospectus, PPM or offer document is required by another statutory requirement or applicable law.
  
  
• Listing interests in a JPF? - this is now permitted, subject to obtaining the prior approval of the JFSC. The JFSC would ordinarily expect this to be a "technical listing" i.e. with no active trading, or where units, shares or interests have been privately placed with select investors (and therefore with no public offering, noting the Restricted Group of Investors Test above).
  
  
• Converting an existing JPF - an existing JPF can apply to the JFSC for an updated JPF COBO consent but, until the new consent is issued, the conditions on the existing consent will continue to apply.  Designated Service Providers (DSPs) should note that the changes do not automatically apply to existing JPFs and so will need to identify which existing JPFs need to apply for new JPF COBO consents.  The DSP will need to complete a 'JPF material change form' and pay a prescribed fee.  New JPF applications (i.e. made after 6 August 2025) will automatically reflect the changes made to the JPF Guide.  DSPs will therefore need to put in place systems and controls to ensure that JPFs stay within the terms of their JPF COBO consent.
  
  
• Interaction with Jersey's CIF regime – a JPF which obtained a consent prior to 6 August 2025, or obtains a consent on or after 6 August 2025, does not constitute a collective investment fund (CIF) under the CIF Law.  Further, it will be possible to convert an existing CIF (including, for example, an Expert Fund, an Eligible Investor Fund or a Listed Fund) to a JPF, provided it meets all the eligibility criteria in the JPF Guide and confirmation is provided that the CIF has not been 'offered to the public'. An application will need to be made to revoke the CIF certificate (and a prescribed fee paid).   Further, all investors must acknowledge receipt and acceptance of the JPF investment warning and disclosure statement in substantially the same form as set out in the JPF Guide.
  
  
• Interaction with the PIRS exemption – the definition of 'professional investor' in the Financial Services (Investment Business (Restricted Investment Business – Exemption)) (Jersey) Order, 2001 (PIRS exemption) has been expressly amended to add reference to a person who is a 'professional investor' under the new JPF Guide.  This will be welcomed by lawyers and corporate service providers in Jersey as it will simplify the drafting of fund documentation and checklists used by all.

FAQs 

Below are the answers to the most frequently asked questions we’ve had on this topic.  
 
Q: What is a JPF? 
 
A: The Jersey private fund product was established on the basis of a light-touch regulatory regime, with emphasis placed on the regulated Jersey fund administrator to assess the suitability and track record of a fund promoter and to keep the JFSC notified of any changes to the fund over its lifespan.  
 
Q: What are they key features of a JPF? 
 
A: This helpful guide outlines the key features of a JPF as a private investment fund.  
 
Q: What do the changes to the JPF Guide mean for existing funds? 
 
A: The 'professional investor' definition will automatically apply to existing JPFs without them taking any action. However, they can choose to come under the scope of the new Order by requesting an updated CoBO consent to remove the old investor restrictions and align their fund with the revised framework. 
 
Q: What does this mean for JPFs authorised between the announcement and enforcement date? 
 
A: These JPFs will fall under the old regime and should apply to amend their CoBO consent if they wish to transition to the new framework.  
 
For more information, please contact your usual Walkers contact or any of the contacts listed on this page.