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
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
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
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.
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