CIS 11.4 Amendments to the instrument constituting the scheme

An amendment of a provision of the instrument of incorporation of an ICVC required to comply with paragraphs (3)(1) or (4)(1)(b) or (4)(1)(d) of Schedule 2 (Instrument of incorporation) to the OEIC regulations, must not be made except by an extraordinary resolution, unless:

1. (a)

   the amendment is to the category of the ICVC and is made for the purpose of CIS 12.5.5 R (An ICVC with only one sub-fund); or

2. (b)

   the amendment is to a provision required to comply with paragraph (4)(1)(d) of Schedule 2 of the OEIC regulations and is made solely to reflect the introduction of a new sub-fund.

Any other amendment of the instrument of incorporation must not be made except by a resolution of the shareholders, but this is subject to (3) and to CIS 11.4.4 R (Amendment to the instrument constituting the scheme: without meeting).

An amendment to the instrument of incorporation that:

1. (a)

   relates to a particular class of shares or particular classes (and does not relate to a provision required to comply with paragraph 3(1) of Schedule 2 to the OEIC regulations); and

2. (b)

   does not prejudice the shareholders of any other class;

may be made by a resolution passed at a class meeting or class meetings. That resolution must be an extraordinary resolution if the amendment is of a type within (1) and to which (1)(a) or (1)(b) does not apply.

An amendment must not be made to the trust deed except by a deed, expressed to be supplemental to the trust deed, entered into by the manager and the trustee following:

1. (a)

   the calling of a meeting of Unitholders by notice (if required under (2)); and

2. (b)

   the approval of a meeting of Unitholders (if required under (3)).

The calling of a meeting is necessary unless the manager and trustee have agreed that the amendment is one which may, in accordance with CIS 11.4.4 R, be made without the approval of a resolution.

The approval of the Unitholders (signified by the passing at the meeting of an extraordinary resolution authorising the amendment) is required in any case where a meeting of Unitholders has to be called.

An amendment to the instrument of incorporation of an ICVC may be made by a resolution of the directors in any of the cases to which (4) applies, unless CIS 11.4.2 R (1) (Amendment to the instrument of incorporation: with meeting) applies.

An amendment to the trust deed may be made without the approval of a resolution of Unitholders, in any of the cases to which (4), (6) or (7) applies. This is subject to:

1. (a)

   any restriction on the powers to amend the trust deed which may be contained in the trust deed; and

2. (b)

   paragraph (3).

An amendment to the trust deed is not within (2) if it:

1. (a)

   would affect any express restriction imposed by the trust deed on the powers which the manager and trustee or either of them would otherwise be able to exercise within the rules in this sourcebook; or

2. (b)

   would increase the maximum of any preliminary charge or periodic charge authorised by the trust deed to be made by the manager; or

3. (c)

   would relate to the authority for payments to be made out of the schemeproperty to the trustee by way of remuneration for the trustee's services.

This sub-paragraph (4) applies in respect of an authorised fund, subject to sub-paragraph (5) in the case of an ICVC, if the amendment is required solely:

1. (a)

   to implement any change in the law, including a change brought about by an amendment of the OEIC regulations or of the Act or of the rules in this sourcebook; or

2. (b)

   as a direct consequence of any such change; or

3. (c)

   to change the name of the authorised fund; or

4. (d)

   to remove from the instrument constituting the scheme obsolete provisions; or

5. (e)

   in the case of an umbrella scheme, to remove references to a sub-fund, following the approval of the FSA to a proposal to alter the umbrella scheme by removing that sub-fund;

6. (f)

   to introduce limited issue shares or limited issue units unless the directors (for an ICVC) or the manager and trustee (for an AUT) consider to do so would involve any holder or potential holder in any material prejudice; or

7. (g)

   to make any other change to the instrument constituting the scheme which the directors (for an ICVC) or the manager and trustee (for an AUT) consider does not involve any holder or potential holder in any material prejudice.

For an ICVC, (4) does not apply unless:

1. (a)

   the instrument of incorporation provides for the amendment to be made by a resolution of the directors; and

2. (b)

   the amendment would not introduce or affect any provision relating to the kind of property in which the scheme property may be invested unless the amendment is required solely to reflect the introduction of a new sub-fund.

This sub-paragraph (6) applies to an AUT, if the amendment is required solely:

1. (a)

   for a relevant pension scheme or a relevant charitable scheme, to preserve its status as such a scheme; or

2. (b)

   for a relevant pension scheme, to specify as the scheme or the investment trust in which the AUT is to invest, a regulated collective investment scheme or eligible investment trust which has replaced the previous scheme or investment trust as a result of a scheme of arrangement; or

3. (c)

   to include a provision to enable the manager to deduct a redemption charge, where the circumstance envisaged by CIS 8.5.3 R (Control over maximum charges on issue and redemption: single-priced AUTs) and CIS 15.4.11 R (Control over maximum charges on issue and redemption: for dual-priced AUTs) does not apply; or

4. (d)

   to replace the manager or the trustee where it has been removed or wishes to retire or has retired; or

5. (e)

   to include or change a provision relating to the remuneration of the trustee for its services in connection with the establishment and maintenance of a plan register.

This sub-paragraph (7) applies to an AUT, if the amendment is:

1. (a)
   1. (i)

      solely for the purpose of applying to the AUT the rules applicable to single-priced AUTs; or

   2. (ii)

      an amendment which is necessary as a result of an amendment within (i); and

2. (b)

   made not less than six weeks after:

   1. (i)

      the manager has given notice in writing to the Unitholders and plan investors of the proposed amendment and the date on which it is intended to take effect or how that date will be determined; and

   2. (ii)

      the manager has revised the prospectus to include a statement about the proposed change from dual to single-pricing.

The notice referred to in (7)(b)(i) must include or be accompanied by suitable information on the nature and implications of the proposed change.