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COLL 6.4 Title and registers

Application

COLL 6.4.1RRP
  1. (1)

    This section applies to an authorised fund manager and a depositary of an AUT or ACS.1

    1
  2. (2)

    COLL 6.4.9 (Plan registers) also applies to the ACD, any other director and the depositary of an ICVC.

Purpose

COLL 6.4.2GRP

The aim of this section is to protect consumers, by setting out the requirements for a register of unitholders for an AUT or ACS1 and for a plan register for an authorised fund, so a proper record of ownership of units is maintained, whether held directly or indirectly through a group plan.

Explanation of this section

COLL 6.4.3GRP
  1. (1)
    1. (a)

      3This section deals with matters relating to the register of unitholders of units in an AUT or ACS including its establishment and contents.

    2. (b)

      3The authorised fund manager or depositary may be responsible for the register.

    3. (c)

      3In any event, the person responsible for the register must be stated in the trust deed or contractual scheme deed and this section details what his duties are.

    4. (d)

      3The provisions relating to documents evidencing title to units 3are dependent on the provisions in the trust deed or contractual scheme deed and their operation should be set out in the prospectus.

    11111
  2. (2)

    For an ICVC, requirements as to the register of holders and transfer of units are contained in Schedule 3 of the OEIC Regulations (Register of shareholders).

  3. (3)

    COLL 6.4.9 makes provision to ensure that if the cost of the plan register is borne by the scheme, plan investors have the same rights in respect of notice and disclosure as unitholders on the main register.

Register: general requirements and contents

COLL 6.4.4RRP
  1. (1)

    Either:1

    1
    1. (a)

      the manager or the trustee (as nominated in the trust deed); or1

    2. (b)

      the authorised contractual scheme manager or the depositary of the ACS (as nominated in the contractual scheme deed);1

    must establish and maintain a register of unitholders as a document in accordance with this section.1

  2. (2)

    The manager or trustee or the authorised fund manager or depositary1 in accordance with their duties under (1) must exercise all due diligence and take all reasonable steps to ensure the information contained on the register is at all times complete and up to date.

  3. (3)

    The register must contain:

    1. (a)

      the name and address of each unitholder (for joint unitholders, no more than four need to be registered)3;

    2. (b)

      the number of units of each class held by each unitholder3;

    3. (c)

      the date on which the unitholder was registered for units standing in his name3; and

    4. (d)

      the number of units of each class currently in issue3.

  4. (4)

    No notice of any trust, express, implied or constructive which may be entered in the register is binding on the manager or trustee or the authorised fund manager or depositary1, but this does not affect their obligations under COLL 6.4.9 R (1) (Plan registers).

  5. (5)

    The register is conclusive evidence of the persons entitled to the units entered in it.

  6. (6)

    The person responsible for the register in (1) must:

    1. (a)

      take reasonable steps to alter the register on receiving written notice of a change of name or address of any unitholder;

    2. (b)

      in relation to a change of name in (a) where a certificate has been issued, either endorse the existing certificate or issue a new one;

    3. (c)

      make the register available for inspection free of charge in the United Kingdom by or on behalf of any unitholder (including the manager or authorised fund manager1), during office hours3;

    4. (d)

      supply free of charge to any unitholder or his authorised representative a copy of the entries on the register relating to that unitholder on request;

    5. (e)

      where a unitholder defaults on paying for the issue or sale of units, make an alteration or deletion in the register to compensate for the default after which the manager or authorised fund manager1 becomes entitled to those units (until those units are either cancelled or re-sold and paid for); and

    6. (f)

      carry out any conversion of units allowed for by COLL 6.4.8 R (Conversion of units) after consultation with the manager or trustee or the authorised fund manager or depositary1, as appropriate.

The authorised fund manager as unitholder

COLL 6.4.5RRP
  1. (1)

    Subject to (3), if1 no person is entered in the register as the unitholder of a unit, the authorised fund manager1 must be treated as the unitholder of each such unit which is in issue3.

    11
  2. (2)

    Where units are transferred to the authorised fund manager1, they need not be cancelled and the authorised fund manager1 need not be entered on the register as the new unitholder.

    11
  3. (3)

    In the case of a limited partnership scheme, unregistered units may be held by the authorised contractual scheme manager as the agent for the scheme provided the authorised contractual scheme manager is not entered in the register as the new unitholder.1

Transfer of units by act of parties: AUTs and ACSs

COLL 6.4.6RRP
  1. (1)

    Every unitholder of an AUT1 is entitled to transfer units held on the register by an instrument of transfer in any form that the person responsible for the register may approve, but that person is under no duty to accept a transfer unless it is permitted by the trust deed or prospectus.3

  2. (1A)

    Provided:1

    1. (a)

      the requirements in COLL 6.4.6A R (Transfer of units in an ACS) are satisfied; and

    2. (b)

      transfers of units are allowed by the contractual scheme deed and prospectus in accordance with the conditions specified by FCA rules;1

    every unitholder of an ACS is entitled to transfer units held on the register by an instrument of transfer in any form that the person responsible for the register may approve, but that person is under no duty to accept a transfer unless it is permitted by the contractual scheme deed and prospectus.1

  3. (2)

    Every instrument of transfer of units of an AUT or ACS1 must be signed by, or on behalf of, the unitholder transferring the units (or, for a body corporate, sealed by that body corporate or signed by one of its officers (or in Scotland, two of its officers)) authorised to sign it and, unless the transferee is the authorised fund manager1, the transferor must be treated as the unitholder until the name of the transferee has been entered in the register.

  4. (3)

    In the case of an AUT or ACS, every1 instrument of transfer (stamped as necessary) must be left for registration, with the person responsible for the register, accompanied by:

    1
    1. (a)

      any necessary documents that may be required by legislation; and

    2. (b)

      any other evidence reasonably required by the person responsible for the register.

  5. (4)

    In the case of an AUT or ACS, the1 details of instruments of transfer must be kept for a period of six years from the date of its registration.

    1
  6. (5)

    In the case of an AUT or ACS, on1 registration of an instrument of transfer, a record of the transferor and the transferee and the date of transfer must be made on the register.

    1

Transfer of units in an ACS

COLL 6.4.6ARRP
  1. (1)

    1Where transfer of units in an ACS is allowed by its contractual scheme deed and prospectus in accordance with the conditions specified by FCA rules, the authorised contractual scheme manager of the ACS must take reasonable care to ensure that units are only transferred if the conditions specified by the FCA under (2) are met.

  2. (2)

    The FCA specifies that for the purposes of (1), and for the purposes of COLL 3.2.6 R(27G) (ACSs: UCITS and NURS transfer of units) and COLL 4.2.5 R(5B) (ACSs: UCITS and NURS transfer of units), units in an ACS may only be transferred to a person that is a:

    1. (a)

      professional ACS investor; or

    2. (b)

      large ACS investor; or

    3. (c)

      person who already holds units in the scheme.

COLL 6.4.6BGRP

1The FCA recognises that some transfers of units arise by operation of law (such as upon death or bankruptcy of the unitholder, or otherwise) and are accordingly outside the control of the authorised contractual scheme manager. The authorised contractual scheme manager is expected to comply with its responsibilities under COLL 6.6.3B R (Redemption of ACS units by an authorised contractual scheme manager) in such cases by redeeming such units.

Certificates

COLL 6.4.7RRP
  1. (1)

    Following the sale of units or as a result of COLL 6.4.6 R (Transfer of units by act of parties: AUTs and ACSs1) a document recording title to those units may be issued in such a form as the trust deed or contractual scheme deed1 permits.

  2. (2)

    The person responsible for the register must issue any document in (1) or provide relevant information in a timely manner where the procedures for redeeming units require the unitholder to surrender that document.

  3. (3)

    [deleted]3

    122
  4. (4)

    Bearer certificates may not be issued for AUTs or 3ACSs.1

Conversion of units

COLL 6.4.8RRP

Where there is more than one class of units offered for issue or sale, the unitholder has a right to convert from one to the other, provided that doing so would not contravene any provision in the prospectus.

Plan registers

COLL 6.4.9RRP
  1. (1)

    The ACD and any other directors of an ICVC or the person responsible for the register of an AUT or an ACS1 may arrange for a plan register to be established and maintained.

  2. (2)

    Where payments are made out of scheme property to establish and maintain a plan register, plan investors must be treated as unitholders for the purposes of COLL 4.3 to COLL 4.5 and COLL 6.4.4 R (Register: general requirements and contents).