The Open-Ended Investment Companies Regulations 2001

The Authority’s approval for certain changes in respect of a company U.K.

21.—(1) An open-ended investment company must give written notice to the Authority of —

(a) any proposed alteration to the company’s instrument of incorporation [F1 other than one to which regulation 22A applies];

(b) any proposed alteration to the company’s prospectus which, if made, would be significant;

(c) any proposed reconstruction or amalgamation involving the company [F2 other than a proposed merger to which Part 4 of the Undertakings for Collective Investment in Transferable Securities Regulations 2010 applies];

(d) any proposal to wind up the affairs of the company [F3 or a sub-fund of that company] otherwise than by the court;

(e) any proposal to replace a director of the company, to appoint any additional director or to decrease the number of directors in post; and

(f) any proposal to replace the depositary of the company.

(2) Any notice given under paragraph (1)(a) must be accompanied by a certificate signed by a solicitor to the effect that the change in question will not affect the compliance of the instrument of incorporation with Schedule 2 to these Regulations and with such of the requirements of [F4 FCA rules] as relate to the contents of that instrument.

(3) Effect must not be given to any proposal falling within paragraph (1) unless—

(a) the Authority, by written notice, has given its approval to the proposal; or

(b) one month, beginning with the date on which notice of the proposal was given, has expired without the company or the depositary having received from the Authority a warning notice under regulation 22 in respect of the proposal.

(4) No change falling within paragraph (1)(e) may be made if any of the requirements set out in regulation 15(4) to (7) and (8)(f) would not be satisfied if the change were made and no change falling within paragraph (1)(f) may be made if any of the requirements in regulation 15(8) would not be satisfied if the change were made.

Textual Amendments

F1 Words in reg. 21(1)(a) inserted (1.7.2011) by The Undertakings for Collective Investment in Transferable Securities Regulations 2011 (S.I. 2011/1613), regs. 1, 3(3)(a)

F2 Words in reg. 21(1)(c) inserted (1.7.2011) by The Undertakings for Collective Investment in Transferable Securities Regulations 2011 (S.I. 2011/1613), regs. 1, 3(3)(b)

F3 Words in reg. 21(1)(d) inserted (21.12.2011) by The Open-Ended Investment Companies (Amendment) Regulations 2011 (S.I. 2011/3049), regs. 1, 3(4) (with regs. 4-10)

F4 Words in Regulations substituted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), Sch. 2 para. 41(2)