CIS 3


Prospectus

CIS 3.1

Introduction

Application

CIS 3.1.1

See Notes

handbook-rule
The rules and guidance in this chapter apply in accordance with CIS 3.1.2 R (Table of application).

CIS 3.1.2

See Notes

handbook-rule

Table of application

This table belongs to CIS 3.1.1 R

Purpose

CIS 3.1.3

See Notes

handbook-guidance
(1) The purpose of this chapter is to assist in achieving the regulatory objective of protecting consumers as envisaged by sections 2 and 5 of the Act by enabling consumers to have access to up to date detailed information about an AUT or ICVC before units are sold to them. The rules in this chapter also take account of Principle 7 (Communication with clients) that a firm must pay due regard to the information needs of its customers.
(2) In addition, this chapter sets out responsibility for a prospectus and the requirements relating to changes to it.
(3) This chapter contains "scheme particulars rules" as provided for by section 248 of the Act and referred to in regulation 6(1) of the OEIC regulations. The rules in this chapter also satisfy the requirements of the UCITS directive, relating to the minimum information to be included in a prospectus.
(4) Although the term prospectus is used in regulation 6(2) of the OEIC regulations and in this sourcebook, the document that contains the requisite information may be entitled "scheme particulars".
(5) In addition COB 6 (Product disclosure) contains rules and guidance relating to information about authorised funds which must be provided or made available at the point of sale.

CIS 3.2

Drawing up and availability of prospectus

Drawing up of prospectus

CIS 3.2.1

See Notes

handbook-rule
(1) A prospectus must contain the matters specified in CIS 3.5 (Information to be contained in the prospectus) and it must be drawn in English and published as a document up by the authorised fund manager and, in the case of an ICVC, approved by the directors.
(2) A prospectus must not contain any other matter unless the inclusion of it is expressly contemplated in the rules in this sourcebook.
(3) A revised prospectus is subject to this rule as if it were a new prospectus whether or not the revisions were required under CIS 3.4 (Revision of and changes to prospectus).

Availability of prospectus

CIS 3.2.2

See Notes

handbook-rule
(1) An ICVC or the manager of an AUT must supply a copy of the prospectus drawn up in accordance with CIS 3.2.1 R (Drawing up of prospectus) free of charge:
(a) to any person on request; and
(b) to the FSA.
(2) An ICVC which is a UCITS scheme, or the manager of an AUT which is a UCITS scheme:
(a) must not market units in the territory of another EEA State unless a prospectus has been drawn up in an official language of that EEA State and, in the case of an ICVC, approved by the directors; and
(b) must supply the prospectus to any purchaser of units free of charge on request.
(3) An authorised fund manager must, upon the request of a holder in a UCITS scheme, provide information supplementary to the prospectus of that scheme relating to:
(a) the quantitative limits applying in the risk management of that scheme;
(b) the methods used in relation to (a); and
(c) any recent development of the risk and yields of the main categories of investment.

CIS 3.3

False or misleading prospectus

Requirement

CIS 3.3.1

See Notes

handbook-rule
(1) The authorised fund manager, subject to (3), (4) and (5):
(a) must ensure that the prospectus does not contain any untrue or misleading statement or omit any matter required by the rules in this sourcebook to be included in it; and
(b) is liable to pay compensation to any person who has acquired any units in the authorised fund and suffered loss in respect of them as a result of any such statement or omission. This is in addition to any liability incurred apart from this rule (CIS 3.3.1 R).
(2) The authorised fund manager is not in breach of (1)(a) and is not liable to pay compensation under (1)(b) if at the time when the prospectus was made available to the public it had taken reasonable care to determine that the statement was true and not misleading, or that the omission was proper, and that:
(a) it continued to take such reasonable care until the time of the relevant acquisition of units in the scheme;
(b) the acquisition took place before it was reasonably practicable to bring a correction to the attention of potential purchasers;
(c) it had already taken all reasonable steps to secure that a correction was brought to the attention of potential purchasers;
(d) the person who acquired the units was not materially influenced or affected by that statement or omission in making his decision.
(3) The authorised fund manager is also not in breach of (1)(a) and is not liable to pay compensation under (1)(b) if:
(a) before the acquisition a correction had been published in a manner calculated to bring it to the attention of persons likely to acquire the units in question; or
(b) it took all reasonable steps to secure such publication and had reasonable grounds to conclude that it had taken place before the units were acquired.
(4) The authorised fund manager is not liable to pay compensation under (1)(b) if the person who acquired the units knew at the time of his acquisition that the statement was untrue or misleading or knew of the omission.
(5) For the purposes of this rule (CIS 3.3.1 R) a revised prospectus will be treated as a different prospectus from the prospectus to which the revision was made.
(6) References in this rule (CIS 3.3.1 R) to the acquisition of units include references to contracting to acquire them.

CIS 3.4

Revision of and changes to prospectus

Revision of prospectus

CIS 3.4.1

See Notes

handbook-rule
(1) A prospectus must be:
(a) revised immediately upon:
(i) the occurrence of any materially significant change in the matters stated in it; or
(ii) the occurrence of any materially significant new matter which ought to be referred to in it in advance of an annual review so far as is necessary to take account of that change or matter;
(b) reviewed at least once in every 12 months and revised to take account of any change or any new matter, other than one which reasonably appears to the manager of the AUT or the directors of the ICVC to be insignificant.
(2) A revision of a prospectus may take the form of a complete substitution for the previous prospectus or of a supplement to the prospectus but, whichever it is, the date as at which the revision was made must be prominently displayed.

Changes to prospectus

CIS 3.4.2

See Notes

handbook-rule
(1) Any change to, or introduction of, any of the provisions of the prospectus listed in (2) (other than a reduction in (c) to (e)) requires the prior approval of a resolution of the holders or, (for an ICVC) in the case of a change that affects only the holders of the units of a particular class (or classes), a resolution (or resolutions) of a class meeting (or meetings) of those holders.
(2) The provisions referred to in (1) are those required to be included in the prospectus as a consequence of:
(a) CIS 3.5.2 R(3) (Investment objectives and policy);
(b) CIS 3.5.2 R(12)(1) (Payments to the authorised fund manager), but only so far as it relates to an increase in the maximum rate or amount of the authorised fund manager's remuneration;
(c) CIS 3.5.2 R(12)(2) (Payments to the authorised fund manager) and CIS 3.5.2 R(12)(4) except if it is a change that is of minimal significance;
(d) CIS 3.5.2 R(13) (Other payments out of the scheme property) but excluding:
(i) any current remuneration under CIS 3.5.2 R(13)(2),(3) increased under the provisions of CIS 8.2.6 R or CIS 8.5.4 R; and
(ii) charges and expenses under CIS 3.5.2 R(13)(1) and CIS 3.5.2 R(13)(4).
(e) CIS 3.5.2 R(18) (Dilution); and
(f) CIS 3.5.2 R(24)(1) (Umbrella scheme) in so far as it applies any of (a) to (e) to a sub-fund.
(3) For an AUT, the resolution required under (1) must be an extraordinary resolution, and, in the case of an ICVC, must be an extraordinary resolution if it is to approve a change to, or introduction of, any of the provisions mentioned in (2)(a) or (b), (2)(c), in so far as it relates to CIS 3.5.2 R(12)(4), and (2)(d), in so far as it relates to CIS 3.5.2 R(13)(6).
(4) Paragraph (1) does not apply to a change to a prospectus which is required:
(a) solely to fulfil a requirement (other than a requirement of CIS 6.5 (Plan registers)) resulting from a change in the law (including the OEIC regulations) or a change to the rules in this sourcebook;
(b) to comply with CIS 3.5.2 R(3)(4) (Investment objectives and policy-eligible markets) if the change is, in the context of the investment policy applicable to the authorised fund or sub-fund concerned, of minimal significance only, and the authorised fund manager and the depositary have so agreed in writing, or the authorised fund manager has, not less than 90 days before the intended change:
(i) given written notice of the intended change to the depositary and to the holders; and
(ii) revised the prospectus to reflect the intended change and the date of its commencement;
(c) solely to reflect an amendment to the instrument constituting the scheme:
(i) made either in accordance with CIS 11.4.4 R (Amendments to the instrument constituting the scheme: without meeting) or by a resolution passed at a meeting or, where appropriate, class meeting, of holders and which is not a change to any of the provisions of the prospectus included to comply with CIS 3.5.2 R(3) (Investment objectives and policy) or CIS 3.5.2 R(12)(1) (Payments to the authorised fund managers); or
(ii) of one of the types described in CIS 11.4.2 R (1) (a) or (b) (Amendment to the instrument constituting the scheme: with meeting);
(d) to comply with CIS 3.5.2 R(12)(4) (Payments to the authorised fund manager) or CIS 3.5.2 R(13)(6) (Other payments out of the scheme property) if:
(i) the authorised fund already has clear investment objectives indicating: (1) a greater preference for the generation of income than for capital growth; or (2) capital emphasis on the generation of income and capital growth; and 90 days have elapsed since the holders were notified in writing by the authorised fund manager of the change to the prospectus and of the date when it is to come into effect; or
(ii) in accordance with CIS 8.3.5 R (4) (Allocation of payments to capital or income (for ICVCs)) or CIS 8.5.7 R (4) (Allocation of payments to capital or income (for AUTs)) all of the remuneration of the authorised fund manager was immediately prior to the change in the prospectus, treated as a capital charge and the authorised fund manager and depositary have agreed that the change to the prospectus is of minimal significance; or
(iii) the change is only to reflect a reduction in the types or amounts of the payments which may be treated as a capital expense; or
(e) to comply with CIS 3.5.2 R18 (Dilution), if the authorised fund manager has not less than 90 days before the intended change:
(i) given written notice of the intended change to the depositary and to the holders; and
(ii) revised the prospectus to reflect the intended change and the date of its commencement.
(5) Paragraph (2) does not apply to a change to a prospectus of an ICVC which is required:
(a) solely to reflect action taken for the purpose of compliance with CIS 12.5.5 R (An ICVC with only one sub-fund); or
(b) to comply with CIS 6.5 (Plan register) if the ICVC was incorporated on or before 31 January 1999 and for the year to 5 April 1999 (or, if shorter, the period from the initial issue of its shares to 5 April 1999) was managed with the intention that its shares should be qualifying investments for the purposes of the Personal Equity Plan Regulations 1989.
(6) No significant departure may be made in the management of the scheme property of an authorised fund from the statements in its prospectus current at the relevant time in fulfilment of the requirements of CIS 3.5.2 R(3) (Investment objectives and policy).

CIS 3.5

Information to be contained in the prospectus

Matters to be included in the prospectus

CIS 3.5.1

See Notes

handbook-rule
The statements required by CIS 3.5.2 R must be included in the prospectus of an authorised fund.

CIS 3.5.2

See Notes

handbook-rule

Contents of the prospectus

This table belongs to CIS 3.5.2 R