Related provisions for BIPRU 7.10.49
Frequently asked questions about allocation of functions in SYSC 4.4.5 R
Question |
Answer |
|
1 |
Does an individual to whom a function is allocated under SYSC 4.4.5 R need to be an approved person? |
An individual to whom a function is allocated under SYSC 4.4.5 R will be performing the apportionment and oversight function (CF 8, see SUP 10.7.1 R) and an application must be made to the FSA for approval of the individual before the function is performed under section 59 of the Act (Approval for particular arrangements). There are exceptions from this in SUP 10.1 (Approved persons - Application). |
2 |
If the allocation is to more than one individual, can they perform the functions, or aspects of the functions, separately? |
If the functions are allocated to joint chief executives under SYSC 4.4.5 R, column 2, they are expected to act jointly. If the functions are allocated to an individual under SYSC 4.4.5 R, column 2, in addition to individuals under SYSC 4.4.5 R, column 3, the former may normally be expected to perform a leading role in relation to the functions that reflects his position. Otherwise, yes. |
3 |
What is meant by "appropriately allocate" in this context? |
The allocation of functions should be compatible with delivering compliance with Principle 3, SYSC 4.4.3 R and SYSC 4.1.1 R. The FSA considers that allocation to one or two individuals is likely to be appropriate for most firms. |
4 |
If a committee of management governs a firm or group, can the functions be allocated to every member of that committee? |
Yes, as long as the allocation remains appropriate (see Question 3). If the firm also has an individual as chief executive, then the functions must be allocated to that individual as well under SYSC 4.4.5 R, column 2 (see Question 7). |
5 |
Does the definition of chief executive include the possessor of equivalent responsibilities with another title, such as a managing director or managing partner? |
Yes. |
6 |
Is it possible for a firm to have more than one individual as its chief executive? |
Although unusual, some firms may wish the responsibility of a chief executive to be held jointly by more than one individual. In that case, each of them will be a chief executive and the functions must be allocated to all of them under SYSC 4.4.5 R, column 2 (see also Questions 2 and 7). |
7 |
If a firm has an individual as chief executive, must the functions be allocated to that individual? |
Normally, yes, under SYSC 4.4.5 R, column 2. But if the firm is a body corporate and a member of a group, the functions may, instead of being allocated to the firm'schief executive, be allocated to a director or senior manager from the group responsible for the overall management of the group or of a relevant group division, so long as this is appropriate (see Question 3). Such individuals will nevertheless require approval by the FSA (see Question 1). If the firm chooses to allocate the functions to a director or senior manager responsible for the overall management of a relevant group division, the FSA would expect that individual to be of a seniority equivalent to or greater than a chief executive of the firm for the allocation to be appropriate. See also Question 14. |
8 |
If a firm has a chief executive, can the functions be allocated to other individuals in addition to the chief executive? |
Yes. SYSC 4.4.5 R, column 3, permits a firm to allocate the functions, additionally, to the firm's (or where applicable the group's) directors and senior managers as long as this is appropriate (see Question 3). |
9 |
What if a firm does not have a chief executive? |
Normally, the functions must be allocated to one or more individuals selected from the firm's (or where applicable the group's) directors and senior managers under SYSC 4.4.5 R, column 3. But if the firm: (1) is a body corporate and a member of a group; and (2) the group has a director or senior manager responsible for the overall management of the group or of a relevant group division; then the functions must be allocated to that individual (together, optionally, with individuals from column 3 if appropriate) under SYSC 4.4.5 R, column 2. |
10 |
What do you mean by "group division within which some or all of the firm's regulated activities fall"? |
A "division" in this context should be interpreted by reference to geographical operations, product lines or any other method by which the group's business is divided. If the firm's regulated activities fall within more than one division and the firm does not wish to allocate the functions to its chief executive, the allocation must, under SYSC 4.4.5 R, be to: (1) a director or senior manager responsible for the overall management of the group; or (2) a director or senior manager responsible for the overall management of one of those divisions; together, optionally, with individuals from column 3 if appropriate. (See also Questions 7 and 9.) |
11 |
How does the requirement to allocate the functions in SYSC 4.4.5 R apply to an overseas firm which is not an incoming EEA firm, incoming Treaty firm or UCITS qualifier? |
The firm must appropriately allocate those functions to one or more individuals, in accordance with SYSC 4.4.5 R, but: (1) The responsibilities that must be apportioned and the systems and controls that must be overseen are those relating to activities carried on from a UK establishment with certain exceptions (see SYSC 1 Annex 1.1.8R). Note that SYSC 1 Annex 1.1.10R does not extend the territorial scope of SYSC 4.4 for an overseas firm. (2) The chief executive of an overseas firm is the person responsible for the conduct of the firm's business within the United Kingdom (see the definition of "chief executive"). This might, for example, be the manager of the firm'sUK establishment, or it might be the chief executive of the firm as a whole, if he has that responsibility. The apportionment and oversight function applies to such a firm, unless it falls within a particular exception from the approved persons regime (see Question 1). |
12 |
How does the requirement to allocate the functions in SYSC 4.4.5 R apply to an incoming EEA firm or incoming Treaty firm? |
SYSC 1 Annex 1.1.1R(2) and SYSC 1 Annex 1.1.8R restrict the application of SYSC 4.4.5 R for such a firm. Accordingly: (1) Such a firm is not required to allocate the function of dealing with apportionment in SYSC 4.4.5R (1). (2) Such a firm is required to allocate the function of oversight in SYSC 4.4.5R (2). However, the systems and controls that must be overseen are those relating to matters which the FSA, as Host State regulator, is entitled to regulate (there is guidance on this in SUP 13A Annex 2). Those are primarily, but not exclusively, the systems and controls relating to the conduct of the firm's activities carried on from its UK branch. (3) Such a firm need not allocate the function of oversight to its chief executive; it must allocate it to one or more directors and senior managers of the firm or the firm'sgroup under SYSC 4.4.5 R, row (2). (4) An incoming EEA firm which has provision only for cross border services is not required to allocate either function if it does not carry on regulated activities in the United Kingdom; for example if they fall within the overseas persons exclusions in article 72 of the Regulated Activities Order. See also Questions 1 and 15. |
13 |
What about a firm that is a partnership or a limited liability partnership? |
The FSA envisages that most if not all partners or members will be either directors or senior managers, but this will depend on the constitution of the partnership (particularly in the case of a limited partnership) or limited liability partnership. A partnership or limited liability partnership may also have a chief executive (see Question 5). A limited liability partnership is a body corporate and, if a member of a group, will fall within SYSC 4.4.5 R, row (1) or (2). |
14 |
What if generally accepted principles of good corporate governance recommend that the chief executive should not be involved in an aspect of corporate governance? |
The Note to SYSC 4.4.5 R provides that the chief executive or other executive director or senior manager need not be involved in such circumstances. For example, the Combined Code developed by the Committee on Corporate Governance recommends that the board of a listed company should establish an audit committee of non-executive directors to be responsible for oversight of the audit. That aspect of the oversight function may therefore be allocated to the members of such a committee without involving the chief executive. Such individuals may require approval by the FSA in relation to that function (see Question 1). |
15 |
What about incoming electronic commerce activities carried on from an establishment in another EEA State with or for a person in the United Kingdom? |
SYSC does not apply to an incoming ECA provider acting as such. |
This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the scheme)
Name of scheme |
||
1 |
A statement of: |
|
(1) |
the name of the authorised fund; and |
|
(2) |
whether the authorised fund is a UCITS scheme or a non-UCITS retail scheme. |
|
Investment powers in eligible markets |
||
2 |
A statement that, subject to any restriction in the rules in this sourcebook or the instrument constituting the scheme, the scheme has the power to invest in any eligible securities market or deal on any eligible derivatives market to the extent that power to do so is conferred by COLL 5 (Investment and borrowing powers). |
|
Unitholder's liability to pay |
||
3 |
A provision that a unitholder is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units which he holds. |
|
Base currency |
||
4 |
A statement of the base currency of the scheme. |
|
Valuation and pricing |
||
5 |
A statement setting out the basis for the valuation and pricing of the scheme. |
|
Duration of the scheme |
||
6 |
If the scheme is to be wound up after a particular period expires, a statement to that effect. |
|
Object of the scheme |
||
7 |
A statement: |
|
(1) |
as to the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest; and |
|
(2) |
that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk and giving unitholders the benefits of the results of the management of that property. |
|
27A |
Where the authorised fund is a qualifying money market fund, a statement to that effect and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund. |
|
5Property Authorised Investment Funds |
||
57B |
For a property authorised investment fund, a statement that: |
|
(1) |
it is a property authorised investment fund; |
|
(2) |
no body corporate may seek to obtain or intentionally maintain a holding of more than 10% of the net asset value of the fund; and |
|
(3) |
in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units in accordance with 18 if the authorised fund manager reasonably considers such action to be: |
|
(a) necessary in order to enable an orderly reduction of the holding to below 10%; and |
||
(b) in the interests of the unitholders as a whole. |
||
Government and public securities: investment in one issuer |
||
8 |
Where relevant, for a UCITS scheme, a statement in accordance with COLL 5.2.12 R (Spread: government and public securities) as to the individual states or bodies in which over 35% of the value of the scheme may be invested in government and public securities. |
|
Classes of unit |
||
9 |
A statement: |
|
(1) |
specifying the classes of unit that may be issued, and for a scheme which is an umbrella, the classes that may be issued in respect of each sub-fund; and |
|
(2) |
if the rights of any class of unit differ, a statement describing those differences in relation to the differing classes. |
|
Authorised fund manager's charges and expenses |
||
10 |
A statement setting out the basis on which the authorised fund manager may make a charge and recover expenses out of the scheme property. |
|
Issue or cancellation directly through the ICVC or trustee |
||
11 |
Where relevant, a statement authorising the issue or cancellation of units to take place through the ICVC or trustee directly. |
|
In specie issue and cancellation |
||
12 |
Where relevant, a statement authorising payment for the issue or cancellation of units to be made by the transfer of assets other than cash. |
|
Restrictions on sale and redemption |
||
13 |
Where relevant, the restrictions which will apply in relation to the sale and redemption of units under COLL 6.2.16 R (Sale and redemption). |
|
Voting at meetings |
||
14 |
The manner in which votes may be given at a meeting of unitholders under COLL 4.4.8 R (Voting rights). |
|
Certificates |
||
15 |
A statement: |
|
(1) |
authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and |
|
(2) |
authorising the person responsible for the register to charge for issuing any document recording, or for amending, an entry on the register, other than on the issue or sale of units. |
|
Income |
||
16 |
A statement setting out the basis for the distribution or re-investment of income. |
|
Income equalisation |
||
17 |
Where relevant, a provision for income equalisation. |
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Redemption or cancellation of units on breach of law or rules |
||
18 |
A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled. |
|
ICVCs: larger and smaller denomination shares |
||
19 |
A statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant unit class. |
|
ICVCs: resolution to remove a director |
||
20 |
A statement that the ICVC may (without prejudice to the requirements of regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company), by a resolution passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of unitholders, remove a director before his period of office expires, despite anything else in the ICVC's instrument of incorporation or in any agreement between the ICVC and that director. |
|
ICVCs: unit transfers |
||
21 |
A statement that the person designated for the purposes of paragraph 4 of Schedule 4 to the OEIC Regulations (Share transfers) is the person who, for the time being, is the ACD of the ICVC.1 7 |
|
ICVCs: Charges and expenses |
||
22 |
A statement that charges or expenses of the ICVC may be taken out of the scheme property. |
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AUTs: governing law for a trust deed |
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23 |
A statement that the trust deed is made under and governed by the law of England and Wales, Wales or Scotland or Northern Ireland. |
|
AUTs: trust deed to be binding and authoritative |
||
24 |
A statement that the trust deed: |
|
(1) |
is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and |
|
(2) |
authorises and requires the trustee and the manager to do the things required or permitted of them by its terms. |
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AUTs: declaration of trust |
||
25 |
A declaration that, subject to the provisions of the trust deed and all rules made under section 247 of the Act (Trust scheme rules) and for the time being in force: |
|
(1) |
the scheme property (other than sums standing to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder; and |
|
(2) |
the sums standing to the credit of the distribution account are held by the trustee on trust to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution). |
|
AUTs: trustee's remuneration |
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26 |
Where relevant, a statement authorising payments to the trustee by way of remuneration for its services to be paid (in whole or in part) out of the scheme property. |
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AUTs: responsibility for the register |
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27 |
A statement identifying the person responsible under the rules for the maintenance of the register. |
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3Investment in overseas4 property through an intermediate holding vehicle |
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328 |
3If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas4 immovables by the scheme. |
This table belongs to COLL 8.3.2 R.
1 |
Document status |
|||
A statement that this document is the prospectus of the authorised fund valid as at a particular date which shall be the date of the document. |
||||
2 |
Description of the authorised fund |
|||
Information detailing: |
||||
(1) |
the name of the authorised fund; |
|||
(2) |
that the authorised fund is either an ICVC or an AUT; |
|||
(3) |
that the scheme is a qualified investor scheme; |
|||
(4) |
where relevant, that the unitholders in an ICVC are not liable for the debts of the authorised fund; |
|||
(5) |
where relevant, the address of the ICVC's head office and the address in the United Kingdom for service on the ICVC of documents required or authorised to be served on it; |
|||
(6) |
the effective date of the authorisation order made by the FSA and, if the duration of the authorised fund is not unlimited, when it will or may terminate; |
|||
(7) |
the base currency for the authorised fund; |
|||
(8) |
where relevant, the maximum and minimum sizes of the ICVC's capital; and |
|||
(9) |
the circumstances in which the authorised fund may be wound up under the rules in COLL and a summary of the procedure for, and the rights of unitholders under, such a winding up. |
|||
3 |
Investment objectives and policy |
|||
(1) |
Sufficient information to enable a unitholder to ascertain: |
|||
(a) |
the investment objectives of the authorised fund; |
|||
(b) |
the authorised fund's investment policy for achieving those investment objectives, including: |
|||
(i) |
the general nature of the portfolio and any intended specialisation; |
|||
(ii) |
the policy for the spreading of risk in the scheme property; and |
|||
(iii) |
the policy in relation to the exercise of borrowing powers; |
|||
(c) |
a description of any restrictions in the assets in which investment may be made; and |
|||
(d) |
the extent (if any) to which that investment policy does not envisage remaining fully invested at all times. |
|||
(2) |
For investment in immovables : |
|||
(a) |
the countries or territories of immovables in which the authorised fund may invest; |
|||
(b) |
the policy of the authorised fund manager in relation to insurance of immovables forming part of the scheme property; and |
|||
(c) |
the policy of the authorised fund manager in relation to the granting of options over immovables in the scheme property and the purchase of options on immovables. |
|||
(3) |
If intended, whether the scheme property may consist of units in collective investment schemes ("second schemes") which are managed by or operated by the authorised fund manager or by one of its associates and a statement as: |
|||
(a) |
to the basis of the maximum amount of the charges in respect of transactions in a second scheme; and |
|||
(b) |
the extent to which any such charges will be reimbursed to the scheme. |
|||
(4) |
If intended, whether the scheme may enter into stock lending transactions and, if so, what procedures will operate and what collateral will be required. |
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4 |
Distributions and accounting dates |
|||
Relevant details of accounting and distribution dates and a description of the procedures: |
||||
(1) |
for determining and applying income (including how any distributable income is paid); and |
|||
(2) |
relating to unclaimed distributions. |
|||
5 |
The characteristics of units in the authorised fund |
|||
Information as to: |
||||
(1) |
the names of the classes of units in issue or available for issue and the rights attached to them in so far as they vary from the rights attached to other classes; |
|||
(2) |
how unitholders may exercise their voting rights and what these are; and |
|||
(3) |
the circumstances where a mandatory redemption, cancellation or conversion of units from one class to another may be required. |
|||
6 |
The authorised fund manager |
|||
The following particulars of the authorised fund manager: |
||||
(1) |
its name and the nature of its corporate form; |
|||
(2) |
the country or territory of its incorporation; |
|||
(3) |
the date of its incorporation and if the duration of its corporate status is limited, when that status will or may cease; |
|||
(4) |
if it is a subsidiary, the name of its ultimate holding company and the country or territory in which that holding company is incorporated; |
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(5) |
the address of its registered office, its head office, and, if different, the address of its principal place of business in the United Kingdom; |
|||
(6) |
the amount of its issued share capital and how much of it is paid up; |
|||
(7) |
for an ICVC, a summary of the material provisions of the contract between the ICVC and the authorised fund manager which may be relevant to unitholders including provisions (if any) relating to termination, compensation on termination and indemnity; and |
|||
(8) |
||||
7 |
Directors of an ICVC, other than the ACD |
|||
Other than for the ACD: |
||||
(1) |
||||
(2) |
the manner, amount and calculation of the remuneration of the directors. |
|||
8 |
The depositary |
|||
The following particulars of the depositary: |
||||
(1) |
its name and the nature of its corporate form; |
|||
(2) |
the country or territory of its incorporation; |
|||
(3) |
the address of its registered office and the address of its head office if that is different from the address of its registered office; and |
|||
(4) |
if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom. |
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9 |
The investment adviser |
|||
If an investment adviser is retained in connection with the business of the authorised fund, its name and whether or not it is authorised by the FSA. |
||||
10 |
The auditor |
|||
The name of the auditor of the authorised fund. |
||||
11 |
The register of Unitholders |
|||
Details of the address in the United Kingdom where the register of unitholders is kept and can be inspected by unitholders. |
||||
12 |
Payments out of the scheme property |
|||
The payments that may be made out of the scheme property to any person whether by way of remuneration for services, or reimbursement of expense and for each category of remuneration or expense, the following should be specified: |
||||
(1) |
the current rates or amounts of such remuneration; |
|||
(2) |
how the remuneration will be calculated and accrue and when it will be paid; |
|||
(3) |
if notice has been given to unitholders of the authorised fund manager's intention to: |
|||
(a) |
introduce a new category of remuneration for its services; or |
|||
(b) |
increase the basis of any current charge; or |
|||
(c) |
change the basis of the treatment of a payment from the capital property set out in COLL 8.5.13 R (2) (Payments); |
|||
particulars of that introduction or increase and when it will take place; |
||||
(4) |
the types of any other charges and expenses that may be taken out of the scheme property; and |
|||
(5) |
if, in accordance with COLL 8.5.13 R (2), all or part of the remuneration or expense are to be treated as a capital charge: |
|||
(a) |
that fact; and |
|||
(b) |
the basis of the charge which may be so treated |
|||
13 |
Dealing |
|||
Details of: |
||||
(1) |
the dealing days and times in the dealing day on which the authorised fund manager will receive requests for the sale and redemption of units; |
|||
(2) |
the procedures for effecting: |
|||
(a) |
the issue and cancellation of units; |
|||
(b) |
the sale and redemption of units; and |
|||
(c) |
the settlement of transactions; |
|||
(3) |
the steps required to be taken by a unitholder in redeeming units before he can receive the proceeds including any relevant notice periods and the circumstances and periods where a deferral of payment as provided in COLL 8.5.11 R (3) (Sale and redemption) may be applied; |
|||
(4) |
the circumstances in which the redemption of units may be suspended; |
|||
(5) |
the days and times in the day on which recalculation of the price will commence; |
|||
(6) |
details of the minimum number or value of each type of unit in the authorised fund which: |
|||
(a) |
any one person may hold; and |
|||
(b) |
may be the subject of any one transaction of sale or redemption; |
|||
(7) |
the circumstances in which the authorised fund manager may arrange for, and the procedure for, a redemption of units in specie; |
|||
(8) |
the circumstances in which the further issue of units in any particular class may be limited and the procedures relating to this:66 |
|||
(9) |
the circumstances in which direct issue or cancellation of units by the ICVC or the trustee (as appropriate) may occur and the relevant procedures for such issues and cancellations; and66 |
|||
(10) |
6whether a unitholder may effect transfer of title to units on the authority of an electronic communication and if so the conditions that must be satisfied in order to effect a transfer.6 |
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14 |
Valuation of scheme property |
|||
Details as to: |
||||
(1) |
how frequently and at what times of the day the scheme property will be regularly valued to determine the price at which units in the scheme may be purchased from or redeemed by the authorised fund manager and a description of any circumstance where the scheme property may be specially valued; |
|||
(2) |
in relation to each purpose for which the scheme property must be valued, the basis on which it will be valued; and |
|||
(3) |
how the price of units of each class will be determined, including whether a forward price or historic price basis is to be applied. |
|||
15 |
Sale and redemption charges |
|||
If the authorised fund manager makes any charges on sale or redemption of units, details of the charging structure and how notice will be provided to unitholders of any increase. |
||||
15A5 |
Property Authorised Investment Funds |
|||
For a property authorised investment fund, a statement that: |
||||
(1) |
it is a property authorised investment fund; |
|||
(2) |
no body corporate may seek to obtain or intentionally maintain a holding of more than 10% of the net asset value of the fund; and |
|||
(3) |
in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units if the authorised fund manager reasonably considers such action to be: |
|||
(a) |
necessary in order to enable an orderly reduction of the holding to below 10%; and |
|||
(b) |
in the interests of the unitholders as a whole. |
|||
16 |
General information |
|||
Details as to: |
||||
(1) |
when annual and half- yearly reports will be published; and |
|||
(2) |
the address at which copies of the instrument constituting the scheme, any amending instrument and the most recent annual reports may be inspected and from which copies may be obtained. |
|||
17 |
Information on the umbrella |
|||
In the case of a scheme which is an umbrella, the following information: |
||||
(1) |
that a unitholder may exchange units in one sub-fund for units in another sub-fund and that such an exchange is treated as a redemption and sale; |
|||
(2) |
what charges may be made on exchanging units in one sub-fund for units in other sub-funds; |
|||
(3) |
the policy for allocating between sub-funds any assets of, or costs, charges and expenses payable out of, the scheme property which are not attributable to any particular sub-fund; |
|||
(4) |
in respect of each sub-fund, the currency in which the scheme property allocated to it will be valued and the price of units calculated and payments made, if this currency is not the base currency of the umbrella; and |
|||
(5) |
for an ICVC, that the sub-funds are not "ring fenced" and in the event of an umbrella being unable to meet liabilities attributable to any particular sub-fund out of the assets attributable to that sub-fund, the remaining liabilities may have to be met out of the assets attributable to other sub-funds. |
|||
18 |
Application of the prospectus contents to an umbrella |
|||
For a scheme which is an umbrella, information required must be stated: |
||||
(1) |
in relation to each sub-fund where the information for any sub-fund differs from that for any other; and |
|||
(2) |
for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole. |
|||
318A |
Investment in overseas4 property through an intermediate holding vehicle3 |
|||
If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles a statement disclosing the existence of that intermediate holding vehicle or series of intermediate holding vehicles and confirming that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles is to enable the holding of overseas4 immovables by the scheme.3 |
||||
19 |
Additional information |
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Any other material information which is within the knowledge of the directors of an ICVC or the manager of an AUT, or which the directors or manager would have obtained by the making of reasonable enquiries which investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed judgement about the merits of investing in the authorised fund and the extent and characteristics of the risks accepted by so participating. |