Section 185 Investments and Securities Act

Section 185 of the Investments and Securities Act 2025 is about Alteration of schemes and replacement of manager, trustee or custodian. It is under Part XIII (Collective Investments Schemes) of the Act. It provides as follows:

(1) The manager of a scheme shall give written notice to the Commission of any —
(a) proposed alteration to the scheme; and
(b) proposal to replace the trustee or custodian of the scheme.

(2) Any notice given in respect of a proposed alteration involving a change in the trust deed or custodial agreement or any governing document, shall be accompanied by a certificate signed by a legal practitioner to the effect that the change shall not affect the compliance of the trust deed or custodial agreement or any governing document with this Act and rules and regulations made under this Act.

(3) The trustee or custodian of a scheme shall give written notice to the Commission of any proposal to replace the manager of the scheme or in the case of an investment company replace the board of directors or transfer the assets of the scheme to a new scheme or wind-up the scheme.

(4) Effect shall not be given to any of the proposals referred to in subsections (1) and (3) unless —
(a) the Commission has given its approval to the proposal; or
(b) one month has elapsed since the date on which the notice was given under subsection (1) or (3) without the Commission having notified the manager or trustee that the proposal is not approved.

(5) The manager or the trustee or custodian of a scheme shall not be replaced except by persons who satisfy the requirements of section 177 of this Act and the rules and regulations made under it:
Provided that where any of them has been so replaced, the former manager or
trustee or custodian, shall within 14 days, handover all properties and documents of the scheme in his possession to the trustee or custodian and, in the case of a trustee or custodian, to the manager.