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Status: You are viewing the version of the handbook as on 2005-06-30.

CIS 7.11 New managers and trustees

Replacement of a manager

CIS 7.11.1R
  1. (1)

    The manager for the time being is subject to removal by written notice given by the trustee to the manager upon any of the following events:

    1. (a)

      the manager goes into liquidation (except voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the trustee);

    2. (b)

      a receiver is appointed of the undertaking or any part of it;

    3. (c)

      an administration order is made in relation to the manager under section 8 of the Insolvency Act 1986;

    4. (d)

      for good and sufficient reason the trustee is of the opinion and so states in writing that a change of manager is desirable in the interest of the Unitholders;

    5. (e)

      an extraordinary resolution is passed removing the manager (or to determine that it be removed as soon as this is permitted by law);

    6. (f)

      Unitholders of three quarters in value of the units in existence (excluding units held or treated as held by the manager or by any associate of the manager) make a request in writing to the trustee that the manager should be removed.

  2. (2)

    On receipt of a notice by the trustee under (1), the manager ceases to be the manager; and the trustee must by deed appoint another person eligible under the Act to be the manager of the AUT upon and subject to that other's entering into such deed or deeds as the trustee may require.

  3. (3)

    If the name of the AUT contains a reference to the name of the former manager, the former manager is entitled to require the new manager and the trustee immediately on receipt of a notice under (2) to propose a change in the name of the AUT.

Retirement of a manager

CIS 7.11.2R
  1. (1)

    The manager has the right to retire in favour of another person eligible under the Act and approved in writing by the trustee upon:

    1. (a)

      the retiring manager appointing that person by deed as manager of the AUT in its place and assigning to that person all its rights and duties as such a manager; and

    2. (b)

      the new manager entering into such deed or deeds as the trustee reasonably considers necessary or desirable to be entered into by that person in order to secure the due performance of its duties as a manager.

  2. (2)

    Upon retirement, the retiring manager:

    1. (a)

      is released from all further obligations under the rules in this sourcebook and under the trust deed. However, this does not affect the rights of the trustee or of any Unitholder or any other person in respect of any act or omission on the part of the retiring manager before his retirement; and

    2. (b)

      may retain any consideration paid to it in connection with the change without having to account for it to any or all of the Unitholders.

  3. (3)

    Upon the retirement of the retiring manager the new manager may exercise all the powers and enjoy all the rights and becomes subject to all the duties and obligations of the manager under the rules in this sourcebook and under the trust deed as if the new manager had originally been a party to the trust deed.

Consequences of retirement

CIS 7.11.3R
  1. (1)

    Upon the removal or retirement of the manager, the removed or retiring manager:

    1. (a)

      remains entitled to all units held or treated as held by it;

    2. (b)

      is to be registered in the register in respect of those units; and

    3. (c)

      may require the trustee to issue to it a certificate or certificates for those units (if not previously issued).

  2. (2)

    Paragraph (1) is subject to any restriction in the trust deed deriving from CIS 2.2.4 (1)(j) (Limited categories of holder).

Retirement of the trustee

CIS 7.11.4R
  1. (1)

    The trustee may not retire voluntarily except upon the appointment of a new trustee.

  2. (2)

    When the trustee wishes to retire or ceases to be an authorised person, the manager may, subject to section 251 of the Act (Alteration of schemes and changes of manager or trustee), by a supplemental trust deed, appoint another personeligible under section 243 of the Act (Authorisation orders) to be the trustee in its place.