CIS 11.3 Meetings of Unitholders

1. (1)

   The trustee or the manager may, at any time, convene a meeting of Unitholders.

2. (2)

   The trustee must, on request in writing of Unitholders registered as holding not less than one-tenth (or any proportion below one-tenth specified for this purpose in the trust deed) in value of the units in issue, convene a meeting of Unitholders.

3. (3)

   Any meeting of Unitholders must be held at such time and place as the trustee, after consulting the manager, thinks fit.

4. (4)

   The manager and trustee are each entitled to receive notice of and to attend every meeting of Unitholders.

1. (1)

   Unless any unit in the AUT is a participating security, in CIS 11.3.3 R to CIS 11.3.12 R, "Unitholders" means:

   1. (a)

      in the case of registered units, Unitholders on the date seven days before the notices of the relevant meeting are sent out, but excluding any persons who are known to the manager not to be Unitholders at the time of the meeting; or

   2. (b)

      in the case of bearer units, Unitholders of bearer units which were in issue on the date seven days before the notices of the relevant meeting are sent out.

2. (2)

   If any unit in the AUT is a participating security:

   1. (a)

      a registered Unitholder is entitled to receive a notice of meeting under CIS 11.3.6 R, or a notice of adjourned meeting, if entered on the register at the close of business on a day to be determined by the manager, which must not be more than 21 days before the notices of the meeting are sent out; and

   2. (b)

      in CIS 11.3.3 R to CIS 11.3.12 R (excluding CIS 11.3.6 R), "Unitholders" means:

      1. (i)

         the persons entered on the register at a time to be determined by the manager and stated in the notice of meeting, which must not be more than 48 hours before the time fixed for the meeting; or

      2. (ii)

         in the case of bearer units, Unitholders of bearer units which were in issue at the time applicable under (i).

A meeting of Unitholders duly convened and held in accordance with this chapter is competent by extraordinary resolution to require, authorise or approve any act, matter or document in respect of which any such resolution is required or expressly contemplated by the rules in this sourcebook, but will not have any other powers.

1. (1)

   A meeting of Unitholders must be presided over by a chairman, (who need not be a Unitholder), nominated in writing by the trustee.

2. (2)

   If no such person referred to in (1) is nominated or if at any meeting the person nominated is not present within 15 minutes after the time appointed for holding the meeting, the Unitholders present must choose one of their number to be chairman.

1. (1)

   The chairman:

   1. (a)

      may, with the consent of any meeting of Unitholders at which a quorum is present; and

   2. (b)

      must, if so directed by the meeting;

   adjourn the meeting from time to time and from place to place.

2. (2)

   Business must not be transacted at any adjourned meeting, except business which might lawfully have been transacted at the meeting from which the adjournment took place.

1. (1)

   Unitholders must be given at least 14 days written notice (or any longer period of notice specified for the purpose in the trust deed), inclusive of the date on which the notice is first served and the day of the meeting.

2. (2)

   The notice must specify the place, day and hour of meeting and the terms of the resolutions to be proposed.

3. (3)

   Unless the trustee has convened the meeting, a copy of the notice must be sent to the trustee.

4. (4)

   The accidental omission to give notice to, or the non-receipt of notice by, any of the Unitholders does not invalidate the proceedings at any meeting.

5. (5)

   Notice of any adjourned meeting of Unitholders must be given to Unitholders. That notice must state that one or more Unitholders present at the adjourned meeting, whatever their number, and whatever the number of units held by them, will form a quorum.

1. (1)

   The quorum at a meeting of Unitholders is the Unitholders present in person or by proxy or, in the case of a body corporate, by a duly authorised representative, of one-tenth in value (or any proportion more than one-tenth in value specified for this purpose in the trust deed) of all the units in issue:

   1. (a)

      if any unit in the AUT is a participating security, at the time determined under CIS 11.3.2 R (2)(Special meaning of Unitholders);

   2. (b)

      otherwise at the date specified in CIS 11.3.2 R (1);

   excluding from the calculation any units known to have been redeemed before the time of the meeting.

2. (2)

   No business is to be transacted at any meeting unless the requisite quorum is present at the commencement of business.

3. (3)

   If within half an hour from the time appointed for the meeting a quorum is not present, the meeting must stand adjourned to:

   1. (a)

      a day and time which is 14 or more days after the day and time of the meeting; and

   2. (b)

      a place to be appointed by the chairman.

4. (4)

   If, at an adjourned meeting under (3), a quorum is not present within 15 minutes from the time appointed for the meeting, one person entitled to be counted in a quorum present at the meeting is a quorum.

1. (1)

   The amendments to the trust deed set out in (2) must not be taken to have been authorised by an extraordinary resolution at a meeting of Unitholders, unless each such modification has been the subject of a separate motion for its approval which has been separately approved by an extraordinary resolution at that meeting.

2. (2)

   The amendments to the trust deed referred to in (1) are:

   1. (a)

      an increase in the maximum of any periodic charge stated in the trust deed;

   2. (b)

      an increase in the maximum of any preliminary charge stated in the trust deed; and

   3. (c)

      an amendment to any provision in the trust deed that restricts:

      1. (i)

         the kind of property in which the schemeproperty may be invested; or

      2. (ii)

         the proportion of property to be invested in assets of any description; or

      3. (iii)

         the description of transactions permitted; or

      4. (iv)

         the borrowing powers of the AUT.

1. (1)

   On a show of hands every Unitholder who:

   1. (a)

      (if an individual) is present in person; or

   2. (b)

      (if a body corporate) is present by its representative duly authorised in that regard;

   has one vote.

2. (2)
   1. (a)

      On a poll, every Unitholder who is present in person or by proxy or, in the case of a body corporate, by a duly authorised representative has one vote for every complete undivided share in the scheme property and a further part of one vote proportionate to any fraction of such an undivided share of which he is the Unitholder.

   2. (b)

      A Unitholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

3. (3)

   A body corporate being a Unitholder may authorise such person as it thinks fit to act as its representative at any meeting of Unitholders and the person so authorised is entitled to exercise the same powers on behalf of the body corporate which he represents as the body corporate could exercise if it were an individual Unitholder.

4. (4)

   For joint Unitholders, the vote of the senior who votes, whether in person or by proxy must be accepted to the exclusion of the votes of the other joint Unitholders. For this purpose seniority must be determined by the order in which the names stand in the register of Unitholders.

5. (5)

   On a poll votes may be given either personally or by proxy or in any other manner permitted by the trust deed.

6. (6)
   1. (a)

      No manager is entitled to be counted in the quorum of, and no manager nor any associate of the manager is entitled to vote at, any meeting of Unitholders.

   2. (b)

      The prohibition in (a) does not apply to any units which the manager or its associate holds on behalf of, or jointly with a person who, if himself the registered Unitholder, would be entitled to vote and from whom the manager or its associate (as the case may be) has received voting instructions.

   3. (c)

      Therefore, for the purpose of this rule (CIS 11.3.9 R) and the other rules in this section (CIS 11.3), the units held treated as held by the manager must not, except as mentioned in (b), be regarded as being in issue.

7. (7)

   Where every Unitholder is prohibited under (6)(a) from voting, the Unitholders may, with the prior written agreement of the trustee to the process, instead approve the business of the meeting by written resolution and any resolution approved in this manner by Unitholders representing 75% or more of the units of the scheme in issue shall have the effect of an extraordinary resolution, duly approved under the rules of this chapter.1

1. (1)

   An extraordinary resolution put to the vote of a meeting of Unitholders must be determined on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

   1. (a)

      by the chairman; or

   2. (b)

      by the trustee; or

   3. (c)

      by one or more Unitholders present in person or by proxy or, in the case of a body corporate by a duly authorised representative, and holding or representing one-twentieth (or any proportion less than one-twentieth specified for this purpose in the trust deed) in value of all the units in issue:

      1. (i)

         if any unit in the AUT is a participating security, at the time determined under CIS 11.3.2 R (2) (Special meaning of Unitholder: participating securities);

      2. (ii)

         otherwise at the date specified in CIS 11.3.2 R (1) (Special meaning of Unitholder);

      excluding from that calculation any units known to have been redeemed before the time of the meeting.

2. (2)

   Unless a poll is demanded in accordance with (1), a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

3. (3)

   If a poll is duly demanded, it must be taken in the manner which the chairman directs. The result of a poll is deemed to be the resolution of the meeting at which the poll was demanded.

4. (4)

   A poll demanded on the election of a chairman or on a question of adjournment must be taken immediately; a poll demanded on any other question must be taken at the time and place which the chairman directs.

5. (5)

   The demand for a poll must not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

1. (1)

   The instrument appointing a proxy must be signed by the appointor or of his attorney duly authorised in writing or, if the appointor is a body corporate, either under the common seal or by an officer or attorney so authorised.

2. (2)

   The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be deposited at the place which the trustee, or the manager with the approval of the trustee, may in the notice convening the meeting direct (or if no such place is appointed then at the registered office of the manager).

3. (3)

   The instrument must be deposited not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the person named in the instrument proposes to vote, and in default the instrument of proxy is not to be treated as valid.

4. (4)

   No instrument appointing a proxy is valid after the expiration of 12 months from the date stated in it as the date of its execution.

5. (5)

   A person appointed to act as proxy need not be a Unitholder.

6. (6)

   An instrument of proxy may be in the usual common form or in any other form which the trustee approves.

7. (7)
   1. (a)

      A vote given in accordance with the terms of an instrument of proxy is valid in spite of:

      1. (i)

         the previous death or incapacity of the principal; or

      2. (ii)

         revocation of the proxy or of the authority under which the proxy was executed; or

      3. (iii)

         the transfer of the units in respect of which the proxy is given;

      provided that no intimation in writing of that death, incapacity, revocation or transfer has been received.

   2. (b)

      Any such intimation must have been received at the place appointed for the deposit of proxies or, if no such place is appointed, at the registered office of the manager before the commencement of the meeting or adjourned meeting at which the proxy is used.

1. (1)

   Minutes of all resolutions and proceedings at every meeting of Unitholders must be made and duly entered in books to be from time to time provided for the purpose by, and at the expense of, the manager.

2. (2)

   Any minute referred to in (1) purporting to be signed by the chairman of the meeting of Unitholders is conclusive evidence of the matters stated in it.

3. (3)

   Until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been made are treated as duly held and convened and all resolutions passed at it to have been duly passed.

1. (1)

   If the trustee is of the opinion that any extraordinary resolution to be proposed is one in relation to which there is or might be a conflict of interest between:

   1. (a)

      the Unitholders of accumulation units and the Unitholders of income units; or

   2. (b)

      in the case of an AUT that is an umbrella scheme, between the Unitholders in one sub-fund and the Unitholders in another;

   that resolution is not to be treated as duly passed, unless instead of being passed at a single meeting of all Unitholders, it is duly passed at separate meetings respectively of the Unitholders of accumulation units and income units or of the Unitholders in the one sub-fund and Unitholders in the other (as the case may be).

2. (2)

   This chapter applies to each separate meeting held under (1) as it applies to other meetings.