Approval of the merger

(1) The merger of collective investment funds into another existing collective investment fund, or into a new receiving collective investment fund established by the merger (domestic merger), or the merger of a UCITS collective investment fund into another existing EU UCITS, or into a new receiving EU UCITS established by the merger (cross-border merger), requires the approval of the Federal Institute.
(2) For a merger by absorption, the capital management company of the transferring collective investment fund must attach the following particulars and documents to the application for approval: 1. the merger plan under section 184, 2. for a cross-border merger, a current version of the sales prospectus under Article 69(1) and (2) of Directive 2009/65/EC and either the key information document under Regulation (EU) No 1286/2014 or the key investor information under Article 78 of Directive 2009/65/EC of the receiving EU UCITS, 3. a declaration of the depositaries of the transferring collective investment fund and the receiving collective investment fund or EU UCITS on their examination under section 185(1), or, for a cross-border merger, under Article 41 of Directive 2009/65/EC, and 4. the merger information under section 186(1), or, for a cross-border merger, under Article 43 of Directive 2009/65/EC, that is to be transmitted to the investors of the transferring collective investment fund and the receiving collective investment fund or EU UCITS concerning the planned merger. For a merger by establishment of a new collective investment fund, an application for approval of the investment conditions of the newly established collective investment fund under sections 162 and 163 must additionally be attached to the application for approval, in addition to the particulars and documents named in the first sentence. For a merger by establishment of a new EU UCITS, evidence that approval of the investment conditions of the newly established EU UCITS has been applied for from the competent authority of the home Member State must additionally be attached to the application for approval, in addition to the particulars and documents named in the first sentence. The particulars and documents under the first sentence, points 1 to 4, must be submitted in the German language and, for a cross-border merger, also in the official language, or one of the official languages, of the competent authorities of the home Member State of the receiving EU UCITS, or in a language approved by them.
(3) The Federal Institute must request missing particulars and documents within ten working days of receipt of the application for approval. Where the complete application is available, the Federal Institute must, for a cross-border merger, transmit copies of the particulars and documents under subsection (2) to the competent authorities of the home State of the receiving EU UCITS without delay.
(4) The Federal Institute examines whether appropriate merger information is made available to investors; in doing so, it has regard to the potential effects of the planned merger on the investors of the transferring and the receiving collective investment fund. It may require the capital management company of the transferring collective investment fund to make the merger information clearer for the investors of the transferring collective investment fund. Insofar as it considers an improvement of the merger information for the investors of the receiving collective investment fund to be necessary, it may require an amendment within 15 working days of receiving the complete application under subsection (2).
(5) The Federal Institute approves the planned merger where 1. the planned merger satisfies the requirements of sections 183 to 186, 2. for a cross-border merger, distribution of the units of the receiving EU UCITS has been notified both domestically under section 310 and under Article 93 of Directive 2009/65/EC, at least in those Member States of the European Union or States party to the Agreement on the European Economic Area in which distribution of the units of the transferring UCITS collective investment fund has also been notified under Article 93 of Directive 2009/65/EC, 3. the Federal Institute a) has required no, or no further, improvement of the merger information under subsection (4), or b) for a cross-border merger, has received no notice from the competent authorities of the home Member State of the receiving EU UCITS that the merger information is not satisfactory within the meaning of Article 39(3), fourth subparagraph, first sentence, of Directive 2009/65/EC, or has received a notice from the competent authorities of the home Member State within the meaning of Article 39(3), fourth subparagraph, second sentence, of Directive 2009/65/EC that the improvement of the merger information is satisfactory, and 4. for a merger by establishment of a new EU UCITS, evidence of the approval of the investment conditions of the newly established EU UCITS by the competent authority of the home State has been submitted to the Federal Institute by the EU UCITS management company of the newly established EU UCITS.
(6) The Federal Institute must inform the capital management company within 20 working days of the submission of the complete particulars under subsection (2) whether the merger is approved. The running of this period is suspended for as long as the Federal Institute requires an improvement of the merger information under subsection (4), or, for a cross-border merger, has received a notice from the competent authorities of the home State of the receiving EU UCITS that the merger information is not satisfactory. Where the period is suspended for a cross-border merger, the first sentence applies with the proviso that the Federal Institute informs the capital management company, after 20 working days, that the approval can be granted only once it has received a notice from the competent authorities of the home Member State that the improvement of the merger information is satisfactory and that the suspension of the period has thereby ended. For a cross-border merger, the Federal Institute must inform the competent authorities of the home State of the receiving EU UCITS of whether it has granted the approval.
(7) For a merger by establishment of a new collective investment fund, section 163(2) applies with the proviso that a period of 20 working days is substituted for the period of four weeks; where missing or amended particulars or documents are requested, the period named in subsection (6), first sentence, begins to run afresh upon receipt of the requested particulars or documents.