Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Transparency Rules definition

What does Transparency Rules mean? In practice, Transparency rules describes the disclosure regime applying to issuers with securities admitted to a regulated market and to significant shareholders, requiring timely, comparable public information for investors. In the UK, the term is commonly used as shorthand for the “Transparency Rules” within the fca’s Disclosure Guidance and Transparency Rules sourcebook (DTR), which implement the onshored EU transparency directive. In Ireland, equivalent obligations arise under the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and Central Bank regulatory requirements. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Key features include: - Periodic financial reporting...

Preparing compliant AIF prospectuses: UK AIFM FCA FUND 3.2 transparency rules, POATRs interaction, and related retail, SFTR and SDR disclosures

Published by a LexisNexis Financial Services expert

Practice notes

AIFMD transparency and prospectus requirements

The Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD) took effect in UK national law on 22 July 2013, establishing Rules on transparency and the information to be provided to prospective investors before they commit to an investment decision.

For investors and an alternative investment fund manager (AIFM), the core document is the investment prospectus (also referred to as an information memorandum). It must present all material details about the opportunity so that an investor can make a properly informed choice.

This Practice Note outlines the prospectus transparency obligations in the Financial Conduct Authority (FCA) Handbook-specifically, the Investment Funds sourcebook, chapter 3.2 (FUND 3.2)-and examines how these principles should be applied when preparing an investment memorandum that is fit for purpose.

Related materials include:

Practice Note: UK AIFM regime-disclosure, reporting and anti-asset stripping requirements, on the disclosure and reporting duties imposed on UK AIFMs
Practice Note: EU AIFMD-Transparency Rules and the prospectus, on the equivalent obligations under the EU AIFMD framework
For a comprehensive overview of the UK AIFM regime, see Practice Note: UK regulation of alternative investment fund managers-essentials

Pre-investment disclosures to investors...

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David Young

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

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 2023Mark 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. ...

Web page updated on 28/05/2026

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