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APPENDIX 4/1

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The ‘resolutions’ and ‘rules’ referred to in the First National Home-Way Mortgage Plan

Note! As the attached cover letter shows, these were forwarded to me by Irish Life on 18/11/1993.

Cover Letter

MINUTE

THE GENERAL RULES GOVERNING THE OPERATION OF CERTAIN LIFE ASSURANCE BUSINESS RELATED INTERNAL UNITISED FUNDS.

Rule 1:

The "Company" shall mean Irish Life Assurance plc.

The "Valuers" shall mean the firm or firms of valuers from time to time appointed by the Company being firms of established practice in the valuation of the appropriate types of investment.

Rule 2:

(a)

Each Fund and all assets relating thereto shall be and shall remain in the absolute beneficial ownership of the Company and shall form part of the Company's Life Assurance Fund.

(b)

Each Fund shall consist of one or more categories of unit each category of unit being as determined by a Resolution of the Board of Directors of the Company or in the absence of any such resolution by the Company's Actuary. Within a Fund each unit of a category shall be of equal value to each other unit of the same category.

(c)

The Company shall maintain the records of each Fund so that the portion of the assets of that Fund associated with each category of unit is at all times identifiable. One such portion shall differ from another solely by reason of the differences between the number of units of each category in issue and differences between the Management Charges levied against the fund in respect of each category of unit.

(d)

The Company shall be entitled at any date to add a further category of unit or further categories of unit to any particular Fund.

(e)

The Company may from time to time create or cancel units in a Fund. Except as provided in (f) below, no units shall be created in a Fund unless there shall at the same time be added to that Fund assets of such amount as is determined by the Company's Actuary. No assets shall be withdrawn from a Fund otherwise than for the purpose of meeting the costs of managing, maintaining and valuing the assets of the Fund, charges and taxation liabilities or for the purpose of reinvestment, unless at the same time units of one or more categories are cancelled the number or numbers of units so cancelled being determined by the Company's Actuary.

(f)

The Company may at any time create units within a Fund without adding any assets thereto but only if at the same time units of one or more categories are cancelled, the number or numbers of units so cancelled being such that all unit prices are unaffected.

(g)

Each Fund shall be credited with all income relating to the assets of the Fund after all charges and outgoings due (including the costs of managing, maintaining and valuing the assets of the Fund), and where applicable a deduction for taxation in accordance with Rule 4.

(h)

The Company may from time to time procure cash or foreign currency for any Fund by means of borrowings on such terms as it shall decide and may use part of the assets of that Fund as security for any or all such borrowings, and such borrowings shall be considered a debt against that Fund.

Rule 3: Fund Valuations:

(a)

The Company shall at such times as it may determine, but not less frequently than once in each calendar month, effect a Valuation of the Assets relating to each Fund.

(b)
(i)

The Maximum Valuation of each Fund shall be the amount of money which in the opinion of the Valuers it would cost to purchase the investments of the Fund (net of all borrowings) multiplied by the Initial Sales Charge Factor (as provided in (ii) below) and the Minimum Valuation of each Fund shall be the net amount of money which in the opinion of the Valuers would be received if the investments of the Fund (reduced by the amount of all borrowings) were realised each valuation being reduced by such amount as the Company shall in its absolute discretion consider appropriate to provide a reserve against all expenses, taxes and other fiscal impositions for or to which the Company or the Fund may be or become liable and which have not previously been taken into account. For the purpose of the valuations, the cost of purchasing a unit of any of the Company's internal unit funds or the net amount of money that would be received if such unit were realised shall be determined by reference to the net assets ultimately underlying that unit fund.

(ii)

The amount of the Initial Sales Charge Factor applying at any time shall be as determined by a Resolution of the Board of Directors of the Company and in the absence of any such resolution by the Company's Actuary. The Initial Sales Charge Factor may differ from Fund to Fund and within a Fund from one category of unit to another.

Rule 4: Taxation:

All income relating to the assets of each Fund shall be subject to a deduction equal to the tax that would be levied thereon if such tax were assessed on the whole of such income with no allowance for expenses. All capital gains realised on each Fund shall be subject to a deduction equal to the tax that would be applicable thereto if the Fund constituted the entirety of the Company's Life Assurance Fund and there were no allowance for expenses.

If further tax liabilities whether actual or potential are imposed on the operations of life assurance companies the Company shall be entitled to make such further adjustments to the amount of each Fund as it shall deem equitable.

Rule 5: Management Charges:

(a)

The Company shall be entitled to deduct for its own benefit from each Fund a Monthly Management Charge in respect of each category of unit. These charges shall be deducted on the last occasion in each calendar month on which the Company shall cause the Fund to be valued. Appropriate credit will be given in determining these charges for any management fee or charge received by the Company in respect of units held by each Fund in any of the Company's internal unit funds.

(b)

The Monthly Management Charge applying at any time shall be as determined by a Resolution of the Board of Directors of the Company and in the absence of any such Resolution by the Company's Actuary. The Monthly Management Charge may differ from Fund to Fund and within a Fund from one category of unit to another.

Rule 6: Unit Prices:

(a)

The prices of units of each category of each Fund shall be expressed in terms of an Offer Price and a Bid Price.

(b)

The offer and Bid Prices of units of each category of unit shall be determined by the Company's Actuary subject to the following conditions:

(i)

The bid price at any time will be greater than or equal to the previously declared bid price except that if the Monthly Management Charge applicable to a category of unit is greater then the least such charge applying to each category of unit or if further tax liabilities are imposed on the company as described in Rule 4 or in such other circumstances as the Company's Actuary at his sole discretion deems appropriate then the Actuary may determine the bid price without taking account of this condition.

(ii)

The bid price on 1st January in any calendar year will be at least equal to the bid price on the previous 1st January increased by the minimum percentage rate applying to the previous calendar year. The minimum percentage rate applying to a calendar year will be as determined by a resolution of the Board of Directors of the Company and in the absence of any such resolution by the Company's Actuary.

(iii)

The offer price will equal the product of the bid price and the Initial Sales Charge factor, with the addition of a rounding up adjustment not exceeding one per mille, except in such instances where the Company's Actuary shall determine otherwise.

MINUTE

ESTABLISHMENT OF THE HOMEWAY MORTGAGE FUND (SERIES 4)

With effect from 1st March 1991, the Homeway Mortgage Fund (Series 4) shall be created and the rules governing the fund shall be those established by Minute and headed 'THE GENERAL RULES GOVERNING THE OPERATION OF CERTAIN LIFE ASSURANCE BUSINESS RELATED INTERNAL UNITISED FUNDS'.

The Homeway Mortgage Fund (Series 4) shall consist of holdings of units of any internal or external unit fund forming part of the assets of the Company, cash on deposit and such other investments or assets as the Company may decide.

MINUTE

RESOLUTION IN RELATION TO THE HOMEWAY MORTGAGE FUND (SERIES 4) COMPLEMENTING THE GENERAL RULES GOVERNING THE OPERATION OF THE FUND

In relation to the Homeway Mortgage Fund (Series 4) and subject to the General Rules governing the Fund the following shall have effect from 1st March 1991

(a)

A Fund shall consist of one category of unit a Premium Unit.

(b)

The Initial Sales Charge Factor shall be 100/95.

(c)

The Monthly Management Charge shall be such amount as the Company's Actuary shall decide provided always it shall not exceed one twelfth of one percent of the Maximum Valuation of the Fund at the date of calculation.

(d)

The minimum percentage rate to apply in respect of the bid price of Premium Units for each of the calendar years 1991 to 1995 Inclusive will be zero percentum.

(e)

The minimum percentage rate set out in (d) above to apply for the calendar years 1991 to 1995 Inclusive may only be altered by resolution of the Board of Directors of the Company or by resolution of the Company's Actuary if further tax liabilities are imposed on the Company as described in Rule 4 of the General Rules which govern the fund, or in such other circumstances as the Company's Actuary at his sole discretion deems appropriate.