• Part 5.2 Part 5.2 Prospectus Requirements

    • PRIV 5.2.1 Prospectus to be Drawn Up

      The operator of a scheme must ensure that a prospectus is drawn up for the scheme in accordance with these rules.

      Note Prospectus is defined in the glossary.

      Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • PRIV 5.2.2 Prospectus etc to be Made Available

      The operator of a scheme must make available free of charge the latest filed prospectus, and the latest filed translation of the prospectus in each language for which there is a translation prepared by or for the operator, to any person eligible to invest in the scheme before the person buys units (or additional units) in the scheme.

      Note Latest filed prospectus and latest filed translation are defined in the glossary.

      Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • PRIV 5.2.3 General Information Requirements for Prospectus

      (1) The operator of a scheme must ensure that the scheme's prospectus at all times contains all the information that investors and their professional advisers would reasonably require, and reasonably expect to have drawn to their attention, in the prospectus for the purpose of making an informed judgment about—
      (a) the merits and risks of participating in the scheme; and
      (b) the extent and characteristics of the risks accepted by participating in the scheme.
      (2) The operator must ensure that at all times the prospectus contains a clear and easily understandable explanation of any risks that investment in the scheme may reasonably be regarded as presenting to investors in the scheme.
      (3) Without limiting subrules (1) and (2), the operator must ensure that at all times the prospectus includes the information, statements and provisions required for the scheme by schedule 2 (Prospectus content).
      (4) If the scheme is a closed-ended scheme, this rule ceases to apply to the scheme on the final closing of the scheme in accordance with the constitutional document.

      Note Closed-ended scheme is defined in r 1.2.7 (2).
      Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • PRIV 5.2.4 Other General Requirements for Prospectus

      (1) The operator of a scheme must ensure that any prospectus for the scheme—
      (a) is in English; and
      (b) presents information about the scheme clearly and fairly; and
      (c) does not contain any untrue or misleading statement; and
      (d) otherwise complies with these rules.
      (2) Subrule (1) (a) does not prevent the operator preparing, or arranging for the preparation of, a translation of the prospectus in any other language.
      (3) However, the operator must ensure that any translation of a prospectus prepared by or for the operator—
      (a) presents information about the scheme clearly and fairly; and
      (b) does not contain any untrue or misleading statement; and
      (c) is otherwise a correct translation; and
      (d) prominently displays the date of the translation; and
      (e) states that it is a translation authorised by the operator; and
      (f) otherwise complies with these rules.
      Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • PRIV 5.2.5 Prospectus, Checklist and Any Translations to be Filed with Registration Application

      (1) The person who is to become the operator of a collective investment scheme established in the QFC must file with the application for registration of the scheme under these rules—
      (a) the original prospectus for the scheme; and
      (b) a checklist prepared by the person listing all the statements and information required by these rules and indicating where they are in the original prospectus; and
      (c) each translation of the original prospectus that has been prepared by or for the person; and
      (d) for each translation mentioned in paragraph (c) — a certificate by the person who made the translation stating that the translation is a correct translation of the original prospectus.
      (2) If the person mentioned in subrule (1) (either before or after becoming the initial operator of the scheme), or a person who is a later operator of the scheme, prepares another translation of the original prospectus or has another translation prepared, the person must immediately, but within 1 business day after the day the translation is prepared, file with the Regulatory Authority—
      (a) the translation; and
      (b) a certificate by the person who made the translation stating that the translation is a correct translation of the original prospectus.

      Examples

      See examples to rule 4.1.4 (2) on the meaning of 'within 1 business day'.
      (3) The certificate of a person under subrule (1) (d) or (2) (b) must state, in English, the person's—
      (a) full name and address; and
      (b) qualifications for making the translation.
      Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • PRIV 5.2.6 Revisions of Prospectus etc

      (1) The operator of a scheme must keep the latest filed prospectus under review.

      Note For the application of this rule to a closed-ended scheme, see r (12).
      (2) If the operator becomes aware of the happening of any materially significant change affecting a statement or information required to be included in the prospectus, the operator must—
      (a) immediately revise the prospectus and immediately file a revised or supplementary prospectus with the Regulatory Authority; and
      (b) if a translation of the latest filed prospectus has been filed with the authority in a particular language — the operator must immediately prepare, or arrange for the preparation of, a translation of the revised or supplementary prospectus in that language and immediately file the translation with the authority.

      Example of materially significant change

      a change in the scheme's investment objectives, strategies or policy
      (3) Without limiting subrules (1) and (2), the operator must, at least once every year—
      (a) review the latest filed prospectus, make any revisions necessary and, whether or not revisions are necessary, immediately file a prospectus or revised prospectus with the Regulatory Authority; and
      (b) if a translation of the latest filed prospectus has been filed with the authority in a particular language — file with any revised or supplementary prospectus filed under paragraph (a) a translation of that prospectus in the same language.
      (4) Subrule (3) does not apply in relation to a period of at least 12 months if the operator does not issue, or offer to issue, units in the scheme at any time during the period.
      (5) To remove any doubt, subrules (2) and (3) do not prevent the operator—
      (a) revising the latest filed prospectus at any other time; or
      (b) preparing, or arranging for the preparation of, a translation or revised translation of the latest filed prospectus in any language.
      (6) If the operator revises the latest filed prospectus otherwise than under subrule (2) or (3), the operator must immediately file a revised or supplementary prospectus with the Regulatory Authority.
      (7) If the operator prepares, or arranges for the preparation of, a translation or revised translation of the latest filed prospectus otherwise than under subrule (2) or (3), the operator must immediately file the translation with the Regulatory Authority.
      (8) A prospectus filed under this rule must be accompanied by a checklist prepared by the operator listing all the statements and information required by these rules and indicating where they are in the prospectus.
      (9) A translation of a prospectus filed under this rule must be accompanied by a certificate signed by the person who made the translation stating that the translation is a correct translation of the prospectus.
      (10) The certificate of a person under subrule (9) must state, in English, the person's—
      (a) full name and address; and
      (b) qualifications for making the translation.
      (11) If, under this rule, the operator is required to do something immediately, the operator must do the thing immediately, but within 1 business day after the day the requirement to do the thing arises.

      Examples

      See examples to rule 4.1.4 (2) on the meaning of 'within 1 business day'.
      (12) If the scheme is a closed-ended scheme, this rule ceases to apply to the scheme on the final closing of the scheme in accordance with the constitutional document.

      Note Closed-ended scheme is defined in r 1.2.7 (2).
      Derived from QFCRA RM/2010-06 (as from 1st January 2011)