There has been some confusion in the industry about the transitional provisions applied by Part 7 of the ACEIS Rules and Part 8 of the RCIS Rules.
1. Authorised Closed Ended Investment Schemes
- Rule 7.03(1) of the ACEIS Rules provides that the principal documents of an authorised closed ended investment scheme in existence on 15 December 2008 (the commencement date of the ACEIS Rules and the RCIS Rules) (the "Commencement Date") must be revised to comply with all of the rules relating to their contents at the latest either on the next occasion when any amendment to the principal documents is required to be approved by the holders in the Scheme or by not later than two years from the Commencement Date.
- Rule 7.03(2) provides, subject to minor qualifications, that if the Information Particulars of an existing authorised closed ended investment scheme are revised following the commencement of the ACEIS Rules, they must be revised to comply with the Rules.
2. Registered Collective Investment Schemes
- Rule 8.04(1) of the RCIS Rules also provides that the principal documents of an open ended or closed ended registered collective investment scheme in existence on the Commencement Date must be revised to comply with all of the RCIS Rules and the Prospectus Rules 2008 relating to their contents, either on the next occasion when any amendment to the principal documents is required to be approved by the holders in the collective investment scheme or by not later than two years from the Commencement Date.
- Rule 8.04(2) provides that subject to certain minor qualifications, the Information Particulars of an existing open ended or closed ended collective investment scheme, if revised following the commencement of the RCIS Rules and the Prospectus Rules, must be revised to comply with the RCIS Rules and the Prospectus Rules 2008 (the "Prospectus Rules").
3. The Transitional Provisions In Common
The duty to revise documentation within a two year period of the Commencement Date only applies to principal documents. It does not apply to the Information Particulars relating to the scheme.
None of the ACEIS Rules, the RCIS Rules or the Prospectus Rules contain any provisions relating to the contents of the principal documents. Accordingly, unless a principal document is being used as a "live" offer document, for example forming part of Information Particulars, there is no need to make any changes to the principal documents of a registered collective investment scheme or an authorised closed-ended investment scheme so as to comply with the requirements of the RCIS Rules or the ACEIS Rules as the case may be.
It is only where a "live" offer document is being circulated that changes should be considered.
Most closed ended investment schemes whose offer period has closed, will not be circulating live offer documents, so the Transitional Provisions of the ACEIS and RCIS Rules will not require any changes to scheme documentation, but even in the case of open- ended registered collective investment schemes, closed ended registered collective investment schemes or authorised closed ended investment schemes which continue to circulate live Information Particulars, changes are only required if the Information Particulars are due to be revised in any event to reflect necessary operational updates. The two year period applicable to principal documents has no application to Information Particulars.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.