Regulation 17A Full-scope UK AIFM: changes to branch details or servicesF1

(1)

A full-scope UK AIFM which has exercised an EEA right, deriving from the alternative investment fund managers directive, to establish a branch must not change any of the matters referred to in regulation F22(6)(aa) to (e) unless the relevant requirements have been complied with.

(2)

A full-scope UK AIFM which is providing services in exercise of an EEA right deriving from the alternative investment fund managers directive, other than the EEA right to market an AIF, must not change—

(a)

the programme of operations, or the EEA activities, to be carried out in exercise of that right,

(b)

the EEA States, other than the United Kingdom, in which it manages AIFs, or

(c)

the identity of the AIFs it manages in those States,

unless the relevant requirements have been complied with.

(3)

A full-scope UK AIFM which is marketing an AIF in exercise of an EEA right deriving from the alternative investment fund managers directive, must not make a material change to any of the following matters, unless the relevant requirements have been complied with—

(a)

the programme of operations identifying the AIF the AIFM intends to market and information on where the AIF is established;

(b)

the AIF rules or instruments of incorporation;

(c)

identification of the depositary of the AIF;

(d)

the description of, or any information on, the AIF available to investors;

(e)

where the master AIF is established, if the AIF is a feeder AIF;

(f)

any additional information referred to in Article 23.1 of the alternative investment fund managers directive, for each AIF the AIFM intends to market;

(g)

the EEA States, other than the United Kingdom, in which the AIFM intends to market the units or shares of the AIF to professional investors;

(h)

information about arrangements made for the marketing of the AIF and, where relevant, arrangements established to prevent the AIF from being marketed to retail investors, including in the case where the AIFM relies on the activities of independent entities to provide investment services in respect of the AIF.

(4)

For the purposes of this regulation, the “relevant requirements” in the case of a planned change are that—

(a)

the AIFM has given written notice of the change to the appropriate UK regulator at least one month before implementing the change; and

(b)

either—

(i)

the appropriate UK regulator has consented to the change; or

(ii)

the appropriate UK regulator has not objected to the change in the period of one month beginning on the day on which the firm gave notice.

(5)

For the purposes of this regulation, the “relevant requirements” in the case of an unplanned change are that—

(a)

the AIFM has given written notice of the change to the appropriate UK regulator as soon as reasonably practicable and, at the latest, immediately after an unplanned change has occurred; and

(b)

the appropriate UK regulator has not objected to the change.

(6)

If a planned change would mean the AIFM no longer complied with an implementing provision, the appropriate UK regulator must inform the AIFM without undue delay that—

(a)

the FCA objects to the change; and

(b)

the AIFM must not implement the change.

(7)

If—

(a)

a planned change is implemented, or

(b)

an unplanned change takes place,

as a result of which the AIFM no longer complies with an implementing provision, the appropriate UK regulator must take steps to ensure that the AIFM complies with that provision or ceases to exercise the EEA right.

(8)

If a change notified under paragraph (4)(a) or (5)(a) does not affect compliance with an implementing provision, the appropriate UK regulator must—

(a)

give a notice to the host state regulator informing it of the change; and

(b)

inform the firm that it has given the notice, stating the date on which it did so.

(9)

If the appropriate UK regulator objects to a change under paragraph (6), takes steps under paragraph (7) or refuses to give notice to the host state regulator under paragraph (8)—

(a)

the AIFM may refer the matter to the Tribunal; and

(b)

the appropriate UK regulator must give notice to the AIFM of the reasons for its decision to object, to take such steps or to refuse to give such notice.

(10)

In this regulation—

“depositary” has the meaning given in regulation 2 of the Alternative Investment Fund Managers Regulations 2013;
“feeder AIF” has the meaning given in Article 4.1(m) of the alternative investment fund managers directive;
“implementing provision” means a provision implementing the alternative investment fund managers directive or a provision of any directly applicable EU regulation made under that directive;
“master AIF” has the meaning given in Article 4.1(y) of that directive;
“retail investor” has the meaning given in Article 4.1(aj) of that directive.

Annotations

Textual amendments

F1: Reg. 17A inserted (22.7.2013) by The Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773), reg. 1, Sch. 2 para. 14(5)
F2: Words in reg. 17A(1) substituted (22.7.2013) by The Alternative Investment Fund Managers (Amendment) Regulations 2013 (S.I. 2013/1797), regs. 1(5), 5(b)