Constitution

The constitution of the Guernsey Investment Fund Association (“GIFA” or the “Association”).

The amended constitution noted below was adopted by the Members at a General Meeting held on 28 January 2013.

1. INTERPRETATION

1. Annual Subscription Such amount as determined by The Executive Committee from time to time in relation to each category of eligibility as specified in Schedule 1.
2. Chairman The chairman of the Association from time to time.
3. Collective Investment Scheme Shall have the meaning ascribed thereto in Schedule 1 of the POI Law.
4. Commission The Guernsey Financial Services Commission.
5. Controlled Investment Business Shall have the meaning ascribed to it in the POI Law and similar structures, whether established in Guernsey or elsewhere.
6. Corporate Member A Member who is not an individual person.
7. Executive Committee The Executive Committee from time to time of the Association elected in accordance with Rule 10.
8. General Meeting A meeting of the Members as required by Rule 9.
9. Industry Those parties based in Guernsey involved in the establishment of, and provision of services to, Collective Investment Schemes.
10. Member A member of the Association.
11. POI Law The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, supplemented or replaced from time to time.
12. Proxy Includes a person appointed to act pursuant to the terms of a power of attorney.
13. Register The register of Members maintained by the Secretary.
14. Secretary The secretary of the Association from time to time.
15. Treasurer The treasurer of the Association from time to time.

2. NAME

The name of the Association shall be the “Guernsey Investment Fund Association” or such other name as the Executive Committee shall in its absolute discretion determine from time to time.

3. OBJECTS

The objects of the Association are: –

(1) to represent the Industry generally and in discussions and negotiations with, and act as a channel of communication between, the Commission, departments and boards of the States of Guernsey and other professional and business organisations in Guernsey;

(2) to provide a forum for mutual exchange of ideas between members with a view to promoting and/or protecting the Industry;

(3) generally to promote and enhance the reputation of the Industry within and without Guernsey; and

(4) to liaise from time to time with similar associations and regulatory bodies in other jurisdictions on matters of mutual and topical interest.

4. ELIGIBILITY FOR MEMBERSHIP

Provided always that the Executive Committee may, in its absolute discretion in any particular case extend or restrict eligibility for membership of the Association, only persons, partnerships or bodies corporate who fall within one or more of the categories of eligibility set out in Schedule 1 shall be eligible for membership of the Association. Any person applying for membership shall identify the category of eligibility that applies to them. Should any Member cease to fall within a category of eligibility the Executive Committee may, in their absolute discretion, reconsider the membership of such Member.

5. APPLICATIONS FOR MEMBERSHIP

(1) Applicants for membership of the Association shall apply to the Executive Committee in such manner as the Executive Committee shall prescribe from time to time.

(2) The Executive Committee may accept or reject applications for membership of the Association in its absolute discretion and shall not be obliged to disclose its reasons for any decision that it may make in relation to this Rule.

6. TERMINATION OF MEMBERSHIP

(1) A Member may cease to be a Member:-

(a) if it terminates its Membership by giving notice in writing to the Secretary at any time;

(b) if it ceases to comply with the requirements of Rule 4;

(c) if it fails to pay its Annual Subscription by the date of the Annual General Meeting immediately following the date due for payment; or

(d) if the Executive Committee, by resolution taken after having given a Member adequate notice and, if requested, a hearing, requires a Member to withdraw from membership of the Association for a breach by such Member of the spirit of the Association as embodied in its objects.

7. SUBSCRIPTIONS

Upon being admitted to Membership and thereafter on each following 1st day of January or within thirty days thereof, each Member shall pay an Annual Subscription of such amount as the Executive Committee shall from time to time determine.

8. MEMBERS’ REPRESENTATIVES AND PROXIES

(1) Each Corporate Member shall be entitled to nominate a representative and an alternative representative (each a “Representative”) who may attend any General Meeting and vote on behalf of such Corporate Member. Such representatives may be changed by advising the Secretary in writing from time to time.

(2) Each Member shall be entitled to appoint a proxy to attend any General Meeting and vote instead of that Member and such proxy need not be a Representative.

(3) The instrument nominating a Representative or a proxy shall be in writing under the hand of the Member or its duly authorised officer for such purpose.

(4) The instrument nominating a Representative or a proxy, and if the Chairman so requires the authority under which it is signed on behalf of the Member, shall be tabled at the commencement of the General Meeting at which the person named in the instrument proposes to represent and/or vote and in default unless the Chairman directs otherwise the appointment shall be treated as valid.

(5) The instrument nominating a Representative or a proxy may be in any form which the Executive Committee may approve and may include an instruction by the nominator to the representative or proxy either to vote for or against any resolution to be put to the Members. The instrument may be in the following form:-

“I/We, [Name] of [Address] being a member of the Guernsey Investment Fund Association, hereby appoint [Name of Representative/Proxy] of [Address] as my/ our [representative to speak in my/our name/s on my/our behalf] and [as my/our proxy to vote in my/our name/s and on my/our behalf] at the General Meeting of the Association to be held on [Date].

I / We wish my / our proxy to vote as follows: / to vote as he thinks fit or abstain from voting

Signed by ______________________________on ___________________________ “.

(6) A vote given in accordance with the terms of an instrument nominating a proxy shall be valid notwithstanding the previous death or disability of the principal or revocation of the instrument or of the authority under which the instrument was executed provided that no intimation in writing of such death disability or revocation shall have been received by the Secretary before the commencement of the meeting at which the instrument is used.

9. MEETINGS OF MEMBERS

(1) The Association’s year commences on 1st January and the Annual General Meeting of the Association shall be held annually within the first four months of each calendar year.

(2) At each Annual General Meeting there shall (a) be placed before the Members for their approval the financial statements of the Association for the previous calendar year and (b) there shall be held an election of the Executive Committee until the next Annual General Meeting.

(3) In addition to the Annual General Meeting the Executive Committee may convene a special General Meeting.

(4) The date, place, time and Agenda of each General Meeting will be determined by the Executive Committee and notice in writing shall be given to each Member not less than ten days before the date of the Meeting.

(5) At any General Meeting of the Association, a quorum for the transaction of business shall be formed when no less than one tenth of the number of Members on the Register who have paid their annual subscription are present or represented either by their nominated representative or their proxy. Each Member or their nominated representative or proxy shall have one vote, save where their Annual Subscription is not received prior to the date specified in Rule 6(1)(c) in which case they shall have no right to vote.

(6) All questions proposed for the consideration of Members at any General Meeting shall be determined by a majority of votes of those present or represented as herein provided. In the event of a tie, the Chairman shall have a casting vote.

10. THE EXECUTIVE COMMITTEE

(1) The management of the affairs of the Association shall be delegated to an Executive Committee consisting of no less than seven and no more than ten Members. Prior to the circulation of proxies and voting cards for each Annual General Meetings, the Executive Committee shall resolve the number of Executive Committee members for the coming year.

(2) Volunteers for all Executive Committee positions will be collated in advance by the Secretary and all votes will be submitted and counted at the Annual General Meeting by private ballot of those present in person or by proxy.

(3) The Executive Committee shall be elected by the Members at each Annual General Meeting.

(4) The Chairman and Vice Chairman of the Association shall be elected from and by the Executive Committee. Save for where the Executive Committee resolves otherwise, it is expected that the Chairman should have significant industry experience, including a number of years in senior board level roles.

(5) Unless otherwise agreed by the Executive Committee the same person may only hold the office of either Chairman or Vice Chairman for a maximum period of two years whereupon they must stand down although they can be re-elected Executive

Committee Members and the Vice Chairman can be elected Chairman.

(6) The Secretary and Treasurer of the Association shall be elected from and by the Executive Committee.

(7) A quorum for Executive Committee meetings shall be three Executive Committee members or their alternate present at a meeting and questions arising at any meeting of the Executive Committee shall be decided by a majority of votes of those members of the Executive Committee or their alternate present.

(8) An Executive Committee member may resign at any time by notice in writing to the Secretary and the elected Executive Committee shall by majority vote co-opt another eligible Member or representative of an eligible Member to serve as an elected Executive Committee member in his or her place until the next election.

(9) The Executive Committee may in its absolute discretion invite one or more eligible Members or their representative to any of its meetings.

(10) The Executive Committee may delegate any matter to subordinate committees, consisting of one or more Members or representatives of Members or any other person as the Executive Committee may appoint, but every such committee shall conform to such directions as the Executive Committee may impose upon it. Each such subordinate committee shall keep accurate minutes of its meetings and send copies thereof to the Secretary.

(11) Not less than seven days’ notice shall be given for meetings of the Executive Committee but meetings may be held at short notice if all members of the Executive Committee agree.

(12) Each member of the Executive Committee shall attend at least half of the Executive Committee meetings in each six month period of their appointment, failing which the Chairman may request such person to provide reasons for non-attendance. If the Chairman is not satisfied with the reasoning he or she can put to the Executive Committee a resolution to remove such person from the Executive Committee. The member of the Executive Committee who is subject to such a resolution shall have the opportunity to make representations but shall not be entitled to vote.

11. SECRETARY

(1) The Secretary with the approval of the Executive Committee may appoint an Assistant Secretary who may hold office for such period and be remunerated, as the Executive Committee shall determine.

(2) The Secretary shall maintain a register of Members which shall record the name of each Member, their category of eligibility for membership of the Association, their address for correspondence and the names of their nominated representative and alternate.

12. MINUTES

(1) The Executive Committee shall cause Minutes to be kept: –

(a) of all elections and appointments;

(b) of the names of Executive Committee members present at each Executive Committee Meeting;

(c) of all determinations, resolutions and proceedings of each General Meeting and of meetings of the Executive Committee and of meetings of all subordinate committees.

All such minutes shall be prepared by the Secretary or Assistant Secretary (or, in the case of subordinate committee meetings, a member of such committee) and a summary of each meeting circulated to members of the relevant committee as soon as possible after each meeting.

13. COMMUNICATION WITH MEMBERSHIP

(1) The Executive Committee may maintain a website for the Association.

(2) The Executive Committee shall at each of its meetings consider appropriate communication with Members and shall periodically communicate with the Members (by email, website or otherwise) in such manner as it shall deem appropriate.

14. PUBLIC STATEMENTS

(1) Any statements made orally or in writing on behalf of the Association shall be issued solely by the Chairman or Vice Chairman who shall be presumed to have the authority of the Executive Committee.

(2) No Member of the Association shall be considered bound or in any way committed by statements made or decisions taken by the Executive Committee or any majority of Members.

15. TREASURER AND ACCOUNTS

The Treasurer shall maintain accounts of the financial affairs of the Association and shall present them at each Annual General Meeting for approval by the Members.

16. AMENDMENTS TO RULES

(1) No substantive or material amendments to this constitution shall be effective unless proposed in the form of a Resolution at an Annual General Meeting or a General Meeting called for that purpose and duly passed by a simple majority of all Members entitled to vote thereat.

(2) Any Member wishing to propose an amendment to the Constitution must send the proposal, duly seconded, in writing to the Secretary for submission to the Executive Committee. The Executive Committee shall, if possible, bring the proposal before the next General Meeting, or, if it thinks it desirable, may convene a special General Meeting.

(3) The Executive Committee shall be the sole authority for the interpretation of this Constitution and the decision of the Committee upon any question of interpretation of this Constitution shall be binding upon all the Members.

SCHEDULE 1

Categories of Eligibility

1. A fund administrator licensed under the POI Law.

2. A fund custodian licensed under the POI Law.

3. A fund manager or advisor licensed under the POI Law.

4. Any other category of licensee under the POI Law as the Executive Committee may determine from time to time.

5. A firm of lawyers or accountants practising in Guernsey and serving the Industry.

6. A compliance firm practising in Guernsey and serving the Industry.

7. A non-executive director of a Collective Investment Scheme.

8. Such other persons as the Executive Committee shall determine (either generally or in a specific case) from time to time.