Minimum particulars in the sales prospectus

(1) The sales prospectus of an open-ended retail investment fund must bear a date and must contain the particulars necessary to enable investors to make an informed judgement of the investment offered to them, and in particular of the risks attaching to it. The sales prospectus must be fair and clear, and must not be misleading.
(2) In addition to the name of the investment fund to which it relates, the sales prospectus must contain at least the following particulars:
1. the time of establishment of the investment fund and particulars of its duration;
2. in a prominent place, a description of the investment objectives of the investment fund, including its financial objectives, and a description of the investment policy and strategy, including any specification of, and restrictions on, this investment policy and strategy; a description of the type of assets in which the investment fund may invest, and particulars of any techniques and instruments that may be used in managing the investment fund and of all risks, conflicts of interest, and effects on the performance of the investment fund associated with them; a description of the material characteristics of the units or shares of investment funds that may be acquired for the investment fund, including the relevant investment principles and limits and the seat of the target investment funds;
3. a clear and easily understandable explanation of the risk profile of the investment fund;
4. a notice that a person interested in acquiring a unit or share may request information on the investment limits of risk management, the risk management methods, and recent developments in the risks and returns of the principal categories of assets of the investment fund, and particulars of the entities from which, and the form in which, the person interested in acquiring a unit or share may obtain this information;
5. the permissibility of borrowing for the account of the investment fund;
6. the circumstances under which the investment fund may employ leverage, the type and source of permitted leverage and the risks associated with it, other restrictions on the use of leverage, and the maximum level of leverage that the management company may employ for the account of the investment fund; for domestic UCITS, the particulars of the maximum level of leverage may be replaced by particulars of the maximum market risk exposure, supplemented where applicable by particulars of the expected leverage;
7. the handling of collateral, in particular the type and extent of the collateral required and the reuse of collateral and assets, and the risks resulting from this;
8. particulars of the costs, including the front-end load and the redemption discount, in accordance with subsection (3);
9. where applicable, the past performance of the investment fund and, where applicable, of the unit or share classes, together with a warning that past performance is not an indicator of future performance;
10. the profile of the typical investor for whom the investment fund is designed;
11. a description of the procedures by which the investment fund may change its investment strategy or its investment policy, or both;
12. the conditions for the dissolution and transfer of the investment fund, giving particulars, in particular, of investors' rights;
13. a description of the manner in, and time at, which the information required under section 300 is disclosed;
14. a description of the rules for determining and using income;
15. brief particulars of the tax provisions material to investors, including particulars of whether distributed income of the investment fund is subject to withholding tax;
16. the end of the financial year of the investment fund; the frequency of income distribution;
17. particulars of the entities from which the annual reports and half-yearly reports on the investment fund may be obtained;
18. the name of the auditor engaged to audit the investment fund, including the annual report;
19. the rules for the valuation of assets, in particular a description of the procedure for valuing the investment fund and the calculation methods for valuing assets, including the procedures for valuing assets that are difficult to value under sections 168 to 170, 212, 216, and 217; for open-ended retail AIF, the name of the external valuer;
20. where applicable, particulars of the exchanges or markets on which units or shares are listed or traded; a notice that the unit value may differ from the exchange price;
21. the procedures and conditions for the issue and redemption, and, where applicable, the exchange, of units or shares;
22. a description of the liquidity management of the investment fund, including
a) the redemption rights under normal and exceptional circumstances,
b) the existing redemption arrangements with investors, including the possibility of suspending the issue, subscription, repurchase, and redemption, and, where applicable, the exchange, of units or shares, and
c) a description of the possibility of, and the conditions for, employing the liquidity management tools selected under section 30a(1) or (3), and any further liquidity management tools;
23. the measures taken to make payments to investors, to redeem units or shares, and to disseminate reports and other information on the investment fund; where units or shares are distributed in another Member State of the European Union or in another State party to the Agreement on the European Economic Area, particulars of the measures taken in that State must be given and included in the sales prospectus to be published there;
24. a description of the principal legal implications of the contractual relationship entered into for the purpose of making the investment, including information on the competent courts, the applicable law, and the existence or non-existence of legal instruments providing for the recognition and enforcement of judgments in the territory in which the investment fund has its seat;
25. the type and principal characteristics of the units or shares, in particular the nature of the rights or claims represented by or attached to the units or shares; particulars of whether the units or shares are represented by global certificates or whether unit certificates or individual certificates are issued; particulars of whether the units are made out to bearer or to a named holder, and particulars of the denomination;
26. where applicable, particulars of the investment fund and its individual sub-funds, and under what conditions units in various sub-funds are issued, including a description of the investment objectives and the investment policy of the sub-funds;
27. a description of the manner in which the management company ensures fair treatment of investors, and particulars of whether, and under what conditions, units or shares with different rights are issued, and an explanation of which structural features under section 96(1) and (2) or section 108(4) are assigned to the unit or share classes; a description of the procedure under section 96(1), fourth sentence, or section 108(4) for calculating the value of the units or shares of each unit or share class, including, where an investor receives preferential treatment or a right to such treatment, an explanation of this treatment, the type of investors who receive such preferential treatment, and, where applicable, the legal or economic links between these investors and the investment fund or the management company;
28. the company name, legal form, seat, and, where the head office is not located at the seat, the place of the head office, of the management company; the date of its establishment;
29. the names of the members of the management board or the management, and of the supervisory board or, where applicable, the advisory board, stating in each case the principal functions exercised outside the management company, where these are material to the management company;
30. the amount of the subscribed and paid-up capital;
31. particulars of the further investment funds managed by the management company;
32. the identity of the depositary and a description of its duties, and of the conflicts of interest that may arise;
33. a description of all custody functions delegated by the depositary, a list of the delegations and sub-delegations, and particulars of all conflicts of interest that may result from the delegations;
34. a statement that up-to-date information regarding points 32 and 33 will be provided to investors on request;
35. the names of advisory firms, investment advisers, or other service providers, where their services are used on a contractual basis; particulars of these contracts that are of interest to investors, in particular an explanation of the duties of the service providers and the rights of investors; other material activities of the advisory firm, the investment adviser, or the other service provider;
36. a description of all management functions delegated by the management company, and of all custody functions delegated by the depositary, naming the delegate and all conflicts of interest that could result from the delegation of tasks;
37. a description of the manner in which the AIF management company satisfies the requirements of section 25(6);
38. circumstances or relationships that may give rise to conflicts of interest;
39. for investment funds with at least one sub-fund whose units or shares may be distributed, within the territorial scope of this Act, to one, several, or all groups of investors within the meaning of section 1(19), points 31 to 33, and with further sub-funds of the same investment fund that may not be distributed within the territorial scope of this Act, or may be distributed only to one or more other groups of investors, a notice, prominently displayed typographically, that the units or shares of the further sub-funds may not be distributed within the territorial scope of this Act or, where they may be distributed to individual groups of investors, to which group of investors within the meaning of section 1(19), points 31 to 33, they may not be distributed; these further sub-funds must be designated by name;
40. the information named in Article 14 of Regulation (EU) 2015/2365, and, for UCITS, the information named in Article 29(2) of Regulation (EU) 2016/1011;
41. the information named in Articles 6 to 9 of Regulation (EU) 2019/2088 and in Articles 5 to 7 of Regulation (EU) 2020/852;
42. information on the functioning of the side-pocketing of illiquid investments. 42. the information named in Articles 6 to 9 of Regulation (EU) 2019/2088 and in Articles 5 to 7 of Regulation (EU) 2020/852.
(3) In relation to costs, including the front-end load and the redemption discount, the sales prospectus must contain the following particulars:
1. the calculation of the issue and redemption prices of the units or shares, having regard to the method and frequency of calculating these prices and the costs associated with the issue and redemption of the units or shares;
2. particulars of the manner, place, and frequency of publication of the issue and redemption prices of the units or shares;
3. any other costs or fees, broken down between those payable by the investor and those payable out of the investment fund;
4. the use of the front-end load on the issue of units or shares or of the discount on the redemption of units or shares;
5. a statement that a total expense ratio, in the form of a single figure based on the figures of the preceding financial year, must be calculated, and which costs are included;
6. an explanation that transaction costs are paid out of the investment fund and that the total expense ratio does not include transaction costs;
7. where a flat fee for remuneration and costs has been agreed in the investment conditions, an indication of which forms of remuneration and costs make up the flat fee, and a notice as to whether, and which, costs are charged separately to the investment fund; points 5 and 6 remain unaffected;
8. a description of whether the management company receives rebates of the remuneration and reimbursement of expenses paid from the investment fund to the depositary and to third parties, and whether, depending on the distribution channel, a material part of the remuneration paid from the investment fund to the management company is used for remuneration to intermediaries of units or shares of the investment fund based on the holdings of intermediated units or shares;
9. the particulars under section 162(2), point 14; the type of possible fees, costs, taxes, commissions, and other expenses, stating the respective maximum amounts, that are to be borne, directly or indirectly, by the investors of the investment fund; a notice that, in addition to the remuneration for managing the investment fund, a management fee is charged to the investment fund for the units or shares held in the investment fund;
10. with regard to the management company's remuneration policy:
a) the particulars of the current remuneration policy, including a description of how the remuneration and other benefits are calculated, and the identity of the persons responsible for allocating remuneration and other benefits, including the composition of the remuneration committee, where such a committee exists, or
b) a summary of the remuneration policy and a statement that the particulars of the current remuneration policy are published on a website, the address of that website, and that a paper version of the website is made available free of charge on request; the statement also covers the fact that the particulars of the current remuneration policy accessible on the website include a description of the calculation of the remuneration and other benefits, and the identity of the persons responsible for allocating remuneration and other benefits, including the composition of the remuneration committee, where such a committee exists.
(4) Insofar as the management company may carry out transactions in derivatives for the account of the investment fund, the sales prospectus must explain, in a prominent place, whether these transactions may be carried out for hedging purposes or as part of the investment strategy, and how the use of derivatives may affect the risk profile of the investment fund.
(5) Where an investment fund exhibits increased volatility, on account of its composition or the techniques used for fund management, this must be pointed out in a prominent place in the sales prospectus.
(6) The sales prospectus of an investment fund that replicates a recognised securities index must state, in a prominent place, that the principle of risk diversification applies to this investment fund only to a limited extent. The sales prospectus must additionally state which securities are components of the securities index and what the proportion of the respective securities in the securities index is. The particulars of the composition of the securities index may be omitted where they are contained, for the end or the middle of the respective financial year, in the most recently published annual or half-yearly report.
(7) The sales prospectus of an AIF must additionally contain at least the following further particulars:
1. the identity of the prime broker, a description of every material arrangement between the investment fund and its prime brokers, and the manner of resolving any conflicts of interest in this regard;
2. particulars of any transfer of liability to the prime broker that may exist;
3. a list of the fees, charges, and other costs borne by the capital management company in connection with the management of the AIF that are attributed, directly and indirectly, to the AIF.
(8) The Federal Institute may require that further particulars be included in the sales prospectus where it has reason to believe that the particulars are necessary for acquirers.
(9) Any forecasts in the sales prospectus must be clearly identified as such.