UK Overseas Fund Regime: New Requirements

Overview

The UK Financial Conduct Authority (FCA) has produced draft rules for overseas funds being distributed to UK investors. These rules are being put in place for funds from jurisdictions where the UK Government has issued an ’Equivalence’ decision.

Once the new rules apply, they will require European Economic Area (EEA) UCITS funds which wish to be marketed / continue to be marketed in the UK to submit an application to the FCA for UK recognition. This application will need to cover:

• Standing details on the name, domicile, and structure of the fund
• Information on investment strategy, AUM, use of derivatives, applicable benchmarks, available liquidity management tools, target investor and any ESG focus
• Information on fees, including initial, exit, ongoing and performance fees. The amount of the annual management charge retained by the management company
• Details of the depositary, delegated portfolio manager / sub-delegates, name of UK authorised person approving UK promotional information, name and address of UK based representative for the fund.

A further requirement will be that EEA funds will need to disclose in a much more prominent way that these investments will not be subject to the protections of the UK Financial Services Compensation Scheme or a right to complain to the Financial Ombudsman Services. Currently, there is no explicit requirement for an EEA fund to disclose these matters.

However, under the new rules, such disclosures will need to be added clearly and prominently to all financial promotions and other fund documentation (including the English language version of the scheme prospectus) issued to UK investors.

Much of the information is standard and reasonably simple to populate in the new forms provided by the FCA for this purpose. The main changes to note for overseas include:

• FCA Application: The overseas fund is submitting an application and the FCA has the power to decline it if it believes that would be in the interests of UK investors. The legacy regime was essentially one of notification where funds were not subject to any real scrutiny before UK marketing could commence.
• Approval by UK Authorised Person: The requirement to have a UK authorised person approve any promotion made by the fund to UK investors. Under the legacy regime this requirement did not exist, overseas funds could decide what promotions they wanted to use in the UK without any requirement for a UK authorised person to sign these off against UK rules.
• UK based representative requirement: This is an evolution of the current requirement to have a UK Facilities Agent. The new rules mandate that the UK based representative must offer the ability to both buy and sell units in the fund, an activity which would almost certainly require the representative to be regulated in the UK (‘making arrangements with a view to transactions in investments’).
• Costs: While all the above will incur costs in different guises, the new rules also prescribe specific costs in terms of the funds themselves which overseas Fund Managers will need to factor into their UK distribution budgets. For example, the cost of application to the FCA for a stand-alone scheme is £2,500, with umbrella schemes being £5,000.

Timing

A Statement from the House of Lords on January 30^th confirmed approach taken in respect of the Equivalence Decision For states EEA, including European Union member states, under the UK’s Overseas Funds Regime (“OFR”).

The draft rules issued by the FCA come into effect now for any EEA UCITS fund including a UCITS compliant Exchange Traded Fund ETF being made available to investors in the UK. This replaces the current Temporary Marketing Permissions Regime (TMPR) which has been in place since Brexit and was initially proposed to end in December 2025.It is now the UK government’s intention to extend this arrangement until December 2026.

Beyond the initial application there will be ongoing reporting requirements to the FCA including notifying any changes to previously supplied information, as well as any suspension of dealing and any supervisory sanctions in the home state market.

The FCA has issued these new rules in a Consultation draft, which means they will now take feedback from industry. It is possible that this feedback could lead to changes in the finalised rules.

There may also be further clarifications that are published following feedback, for instance it is unclear whether EEA funds which have sustainability goals will be required to comply with the recently introduced UK Sustainability Disclosure Requirements, requirements which are similar but different to the EEA requirements on the same topic.

As the new rules have now come into force, EEA funds which are currently being marketed in the UK will be given be ‘landing slots’, i.e. dates by which they must have applied to the FCA and be demonstrating compliance with the new requirements, until the end of 2026.

How Grant Thornton can help

We are well-positioned to assist your firm with any queries you may have on the new UK Overseas Fund Regime. Grant Thornton has a range of subject matters experts who are available to assist you. For further information, please reach out to our team.