UK AIFM regime—transparency rules and the prospectus

Produced in partnership with David Young of Pinsent Masons and Mark Shaw of Pinsent Masons
Practice notes

UK AIFM regime—transparency rules and the prospectus

Produced in partnership with David Young of Pinsent Masons and Mark Shaw of Pinsent Masons

Practice notes
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The Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD) was transposed into national law in the UK on 22 July 2013, introducing requirements concerning transparency and the information that must be disclosed to potential investors before they make an investment decision. The principal document for any investor and alternative investment fund manager (AIFM) is the investment prospectus, also known as an information memorandum, which must be drafted to include all relevant information about the investment opportunity to enable an investor to make an informed choice. This Practice Note lists the prospectus transparency requirements set out in the Financial Conduct Authority (FCA) Handbook—specifically, the Investment Funds sourcebook, chapter 3.2 (FUND 3.2)—and explores these concepts in relation to preparing an investment memorandum that is fit for purpose.

Additional related information can be found in the following Practice Notes:

  1. Practice Note: UK AIFM regime—disclosure, reporting and anti-asset stripping requirements on the disclosure and reporting obligations that are imposed on UK AIFMs

  2. Practice Note: EU AIFMD—Transparency Rules and the prospectus

David Young
David Young

Partner, Pinsent Masons


Head of the UK asset management and investment funds practice, David has almost 20 years’ experience advising on both advisory and transactional matters with particular experience in the alternative investment fund, asset management and institutional investment sectors. David’s clients include high-profile asset managers, pension schemes, institutional investors and large sovereign wealth funds.

Mark Shaw
Mark Shaw

Partner, Pinsent Masons


“An effective operator who is easy to get on with” – Chambers International 2022

“He is commercially orientated and has the ability to summarise key issues” – Chambers International 2023

Mark specialises in the structuring and distribution of regulated and unregulated funds and has experience across the liquidity spectrum. He also advises on all issues around compliance with the Sustainable Finance Disclosure Regulation. 

Mark has 20 years of experience and previously established the London office of Wildgen, an independent Luxembourg law firm. From 1 July 2022, the partners of Wildgen joined Pinsent Masons; He is now located at Pinsent Masons’ London office. He is both a Luxembourg Avocat à la Cour and admitted as a Solicitor in England & Wales. 

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Jurisdiction(s):
United Kingdom
Key definition:
Transparency Rules definition
What does Transparency Rules mean?

rules set out in the fca’s dtrs to implement the transparency directive and to ensure there is adequate transparency of and access to information in the UK financial markets.

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