CIS 3.4 Revision of and changes to prospectus

A prospectus must be:

1. (a)

   revised immediately upon:

   1. (i)

      the occurrence of any materially significant change in the matters stated in it; or

   2. (ii)

      the occurrence of any materially significant new matter which ought to be referred to in it in advance of an annual review so far as is necessary to take account of that change or matter;

2. (b)

   reviewed at least once in every 12 months and revised to take account of any change or any new matter, other than one which reasonably appears to the manager of the AUT or the directors of the ICVC to be insignificant.

A revision of a prospectus may take the form of a complete substitution for the previous prospectus or of a supplement to the prospectus but, whichever it is, the date as at which the revision was made must be prominently displayed.

Any change to, or introduction of, any of the provisions of the prospectus listed in (2) (other than a reduction in (c) to (e)) requires the prior approval of a resolution of the holders or, (for an ICVC) in the case of a change that affects only the holders of the units of a particular class (or classes), a resolution (or resolutions) of a class meeting (or meetings) of those holders.

The provisions referred to in (1) are those required to be included in the prospectus as a consequence of:

1. (a)

   CIS 3.5.2 R(3) (Investment objectives and policy);

2. (b)

   CIS 3.5.2 R(12)(1) (Payments to the authorised fund manager), but only so far as it relates to an increase in the maximum rate or amount of the authorised fund manager'sremuneration;

3. (c)

   CIS 3.5.2 R(12)(2) (Payments to the authorised fund manager) and CIS 3.5.2 R(12)(4) except if it is a change that is of minimal significance;

4. (d)

   CIS 3.5.2 R(13) (Other payments out of the scheme property) but excluding:

   1. (i)

      any current remuneration under CIS 3.5.2 R(13)(2),(3) increased under the provisions of CIS 8.2.6 R or CIS 8.5.4 R; and

   2. (ii)

      charges and expenses under CIS 3.5.2 R(13)(1) and CIS 3.5.2 R(13)(4).

5. (e)

   CIS 3.5.2 R(18) (Dilution); and

6. (f)

   CIS 3.5.2 R(24)(1) (Umbrella scheme) in so far as it applies any of (a) to (e) to a sub-fund.1

For an AUT, the resolution required under (1) must be an extraordinary resolution, and, in the case of an ICVC, must be an extraordinary resolution if it is to approve a change to, or introduction of, any of the provisions mentioned in (2)(a) or (b), (2)(c), in so far as it relates to CIS 3.5.2 R(12)(4), and (2)(d), in so far as it relates to CIS 3.5.2 R(13)(6).

Paragraph (1) does not apply to a change to a prospectus which is required:

1. (a)

   solely to fulfil a requirement (other than a requirement of CIS 6.5 (Plan registers)) resulting from a change in the law (including the OEIC regulations) or a change to the rules in this sourcebook;

2. (b)

   to comply with CIS 3.5.2 R(3)(4) (Investment objectives and policy-eligible markets) if the change is, in the context of the investment policy applicable to the authorised fund or sub-fund concerned, of minimal significance only, and theauthorised fund manager and the depositary have so agreed in writing, or the authorised fund manager has, not less than 90 days before the intended change:

   1. (i)

      given written notice of the intended change to the depositary and to the holders; and

   2. (ii)

      revised the prospectus to reflect the intended change and the date of its commencement;

3. (c)

   solely to reflect an amendment to the instrument constituting the scheme:

   1. (i)

      made either in accordance with CIS 11.4.4 R (Amendments to the instrument constituting the scheme: without meeting) or by a resolution passed at a meeting or, where appropriate, class meeting, of holders and which is not a change to any of the provisions of the prospectus included to comply with CIS 3.5.2 R(3) (Investment objectives and policy) or CIS 3.5.2 R(12)(1) (Payments to the authorised fund managers); or

   2. (ii)

      of one of the types described in CIS 11.4.2 R (1) (a) or (b) (Amendment to the instrument constituting the scheme: with meeting);1

4. (d)

   to comply with CIS 3.5.2 R(12)(4) (Payments to the authorised fund manager) or CIS 3.5.2 R(13)(6) (Other payments out of the scheme property) if:

   1. (i)

      the authorised fund already has clear investment objectives indicating: (1) a greater preference for the generation of income than for capital growth; or (2) capital emphasis on the generation of income and capital growth; and 90 days have elapsed since the holders were notified in writing by the authorised fund manager of the change to the prospectus and of the date when it is to come into effect; or

   2. (ii)

      in accordance with CIS 8.3.5 R (4) (Allocation of payments to capital or income (for ICVCs)) or CIS 8.5.7 R (4) (Allocation of payments to capital or income (for AUTs)) all of the remuneration of the authorised fund manager was immediately prior to the change in the prospectus, treated as a capital charge and the authorised fund manager and depositary have agreed that the change to the prospectus is of minimal significance; or

   3. (iii)

      the change is only to reflect a reduction in the types or amounts of the payments which may be treated as a capital expense; or1

5. (e)

   to comply with CIS 3.5.2 R18 (Dilution), if the authorised fund manager has not less than 90 days before the intended change:

   1. (i)

      given written notice of the intended change to the depositary and to the holders; and

   2. (ii)

      revised the prospectus to reflect the intended change and the date of its commencement.1

Paragraph (2) does not apply to a change to a prospectus of an ICVC which is required:

1. (a)

   solely to reflect action taken for the purpose of compliance with CIS 12.5.5 R (An ICVC with only one sub-fund); or

2. (b)

   to comply with CIS 6.5 (Plan register) if the ICVC was incorporated on or before 31 January 1999 and for the year to 5 April 1999 (or, if shorter, the period from the initial issue of its shares to 5 April 1999) was managed with the intention that its shares should be qualifying investments for the purposes of the Personal Equity Plan Regulations 1989.

No significant departure may be made in the management of the scheme property of an authorised fund from the statements in its prospectus current at the relevant time in fulfilment of the requirements of CIS 3.5.2 R(3) (Investment objectives and policy).2