COLL 4.4 Meetings of Unitholders and service of notices

This section applies to an authorised fund manager, a depositary and any other director of an ICVC.

7In this section:

1. (1)

   a ‘physical meeting’ is a general meeting convened at a physical location where unitholders, or their proxy, must be physically present;

2. (2)

   a ‘hybrid meeting’ is a general meeting which allows unitholders, or their proxy, to be physically present at the location where the meeting is convened, or to attend and vote remotely; and

3. (3)

   a ‘virtual meeting’ is a general meeting where all unitholders, or their proxy, attend and vote remotely.

1. (1)

   The authorised fund manager, the depositary or the other directors of an ICVC may convene a general meeting of unitholders at any time.

2. (2)

   The unitholders may request the convening of a general meeting by a requisition which must:

   1. (a)

      state the objects of the meeting;

   2. (b)

      be dated;

   3. (c)

      be signed by unitholders who, at that date, are registered as the unitholders of units representing not less than one-tenth in value (or such lower proportion stated in the instrument constituting the fund 4 ) of all of the units then in issue; and

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   4. (d)

      be deposited at the head office of the ICVC or with the depositary of an AUT or ACS.3

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3. (3)

   The authorised fund manager, the depositary or the other directors of an ICVC must on receipt of a requisition that complies with (2), immediately convene a general meeting of the authorised fund for a date no later than eight weeks after receipt of the requisition.

4. (4)

   5The advisory committee of a charity authorised investment fund may also request the convening of a general meeting of unitholders by giving notice in accordance with COLL 14.3.5R.

7The instrument constituting the fund may make provision for a general meeting to be:

1. (1)

   a physical meeting;

2. (2)

   a hybrid meeting; or

3. (3)

   a virtual meeting,

   but in any event the authorised fund manager may hold a virtual meeting or a hybrid meeting if this is not inconsistent with any provisions in the instrument constituting the fund.

1. (1)

   7Any unitholder who participates remotely in a hybrid meeting by the means specified in the notice given under COLL 4.4.5R is deemed to be present at the meeting and has the same rights as a unitholder who is physically present at the meeting.

2. (2)

   Any unitholder who participates in a virtual meeting by the means specified in the notice given under COLL 4.4.5R is deemed to be present at the meeting and has the same rights that the unitholder would have at a physical meeting.

7Any unitholder who participates remotely must be enabled to do so without having to appoint a proxy and must not be required to submit their vote on a resolution in advance of the meeting.

This section applies, unless the context otherwise requires, to class meetings by reference to the units of the class concerned and the unitholders and prices of such units.

1. (1)

   Unless a unit in the authorised fund is a participating security, in this section "unitholders" means unitholders as at a cut-off date selected by the authorised fund manager which is a reasonable time before notices of the relevant meeting are sent out.

2. (2)

   If any unit in the authorised fund is a participating security, a registered unitholder of such a unit is entitled to receive a notice of a meeting or a notice of an adjourned meeting under COLL 4.4.5 R (Notice of general meetings), if entered on the register at the close of business on a day to be determined by the authorised fund manager, which must not be more than 21 days before the notices of the meeting are sent out.

3. (3)

   For the purposes of (2), in COLL 4.4.6 R (Quorum) to COLL 4.4.11 R (The chair7, adjournments and minutes) "unitholders" in relation to those units means the persons entered on the register at a time to be determined by the authorised fund manager and stated in the notice of the meeting, which must not be more than 48 hours before the time fixed for the meeting.6

1. (1)

   Where the authorised fund manager, the depositary or the other directors of an ICVC decide to convene a general meeting of unitholders:

   1. (a)

      each unitholder must be given at least 14 days written notice, inclusive of the date on which the notice is first served and the day of the meeting;

   2. (b)

      7the notice must specify:

      1. (i)

         whether the meeting is to be a physical meeting, a hybrid meeting or a virtual meeting;

      2. (ii)

         if the meeting is a physical meeting or a hybrid meeting, the place of the meeting;

      3. (iii)

         if the meeting is a hybrid meeting or a virtual meeting, the means by which a unitholder may participate, including any requirements for unitholders to register before the meeting begins or to provide proof of their right to attend, and an explanation of how participating unitholders may vote in a show of hands or in a poll, if they do not appoint a proxy;

      4. (iv)

         the day and hour of the meeting;

      5. (v)

         the terms of the resolutions to be proposed; and

      6. (vi)

         the address of the website where the minutes of the meeting will subsequently be published; and

   3. (c)

      a copy of the notice must be sent to the depositary.

2. (2)

   The accidental omission to give notice to, or the non-receipt of notice by, any unitholder does not invalidate the proceedings at any meeting.

3. (3)

   Notice of an adjourned meeting of unitholders must be given to each unitholder, stating that while two unitholders are required to be present – in person, by proxy or remotely – 7 to constitute a quorum at the adjourned meeting, this may be reduced to one in accordance with COLL 4.4.6R (3), should two such unitholders not be present after a reasonable time of convening of the meeting.

4. (4)

   Paragraph (1)(a) does not apply to the notice of an adjourned meeting.

5. (5)

   7Where the meeting is a hybrid meeting or a virtual meeting, the authorised fund manager must take reasonable care to ensure that the necessary supporting technology to enable unitholders to attend and vote is in place at the start of the meeting and operates adequately throughout its proceedings, so that unitholders who attend or vote remotely are not unfairly disadvantaged.

1. (1)

   The quorum required to conduct business at a meeting of unitholders is two unitholders, present in person, by proxy or (where applicable) remotely using the means specified in the notice given under COLL 4.4.5R.7

2. (2)

   If after a reasonable time from the time for the start of the meeting, a quorum is not present, the meeting:

   1. (a)

      if convened on the requisition of unitholders, must be dissolved; and

   2. (b)

      in any other case, must stand adjourned to:

      1. (i)

         a day and time which is seven or more days after the day and time of the meeting; and

      2. (ii)

         in the case of a physical meeting or a hybrid meeting, 7a place to be appointed by the chair7.

3. (3)

   If, at an adjourned meeting under (2)(b), a quorum is not present after a reasonable time from the time for the meeting, one person entitled to be counted in a quorum present at the meeting shall constitute a quorum.

4. (4)

   7The chair of a meeting which permits unitholders to attend and vote remotely must take reasonable care to give such unitholders:

   1. (a)

      an adequate opportunity to be counted as present in the quorum; and

   2. (b)

      sufficient opportunities to participate fully in the proceedings of the meeting, in particular when a vote is taken on a show of hands or by poll.

1. (1)

   Except where an extraordinary resolution is specifically required or permitted, any resolution of unitholders is passed by a simple majority of the votes validly cast at a general meeting of unitholders.

2. (2)

   In the case of an equality of, or an absence of, votes cast, the chair 7 is entitled to a casting vote.

3. (3)

   Where a resolution (including an extraordinary resolution) is required to conduct business at a meeting of unitholders and every unitholder is prohibited under COLL 4.4.8R (4) from voting, it shall not be necessary to convene such a meeting and a resolution may, with the prior written agreement of the depositary to the process, instead be passed with the written consent of unitholders representing 50% or more, or for an extraordinary resolution 75% or more, of the units of the scheme in issue.1

1. (1)

   On a show of hands every unitholder who is present in person, or who attends the meeting remotely using the means specified in the notice in COLL 4.4.5R, 7 has one vote.

2. (2)

   On a poll:

   1. (a)

      votes may be given either personally or by proxy or in another manner permitted by the instrument constituting the fund;4

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   2. (b)

      the voting rights for each unit must be the proportion of the voting rights attached to all of the units in issue that the price of the unit bears to the aggregate price or prices of all of the units in issue:

      1. (i)

         if any unit is a participating security, at the time determined under COLL 4.4.4R (2) (Special meaning of Unitholder in COLL 4.4);

      2. (ii)

         otherwise at the date specified in COLL 4.4.4R (1); and

   3. (c)

      a unitholder need not use all his votes or cast all his votes in the same way.

3. (3)

   For joint unitholders, the vote of the most senior who votes, whether in person, by proxy or remotely by the means referred to in (1), 7must be accepted to the exclusion of the votes of the other joint unitholders. For this purpose seniority must be determined by the order in which the names stand in the register of unitholders.1

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4. (4)

   No director of the ICVC or the authorised fund manager of an AUT or ACS3 can be counted in the quorum of, and no such director or the authorised fund manager of an AUT or ACS3 nor any of their associates may vote at, any meeting of the authorised fund.

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5. (5)

   The prohibition in (4) does not apply to any units held on behalf of, or jointly with, a person who, if himself the registered unitholder, would be entitled to vote and from whom the director, the authorised fund manager of an AUT or ACS3 or its associate have received voting instructions.

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6. (6)

   For the purpose of this section, units held, or treated as held, by the authorised fund manager or any other director of the ICVC, must not, except as mentioned in (5), be regarded as being in issue.

1. (1)

   A resolution put to the vote of a general meeting must be determined on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

   1. (a)

      the chair7;

   2. (b)

      at least two unitholders; or

   3. (c)

      the depositary.

2. (2)

   Unless a poll is demanded in accordance with (1), a declaration by the chair 7 as to the result of a resolution is conclusive evidence of the fact.

1. (1)

   A unitholder may appoint another person to attend a general meeting and vote in his place.

2. (2)

   Unless the instrument constituting the fund 4 provides otherwise, a unitholder may appoint more than one proxy to attend on the same occasion but a proxy may vote only on a poll.

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3. (3)

   Every notice calling a meeting of a scheme must contain a reasonably prominent statement that a unitholder entitled to attend and vote may appoint a proxy.

4. (4)

   For the appointment to be effective, any document relating to the appointment of a proxy must not be required to be received by the ICVC or any other person more than 48 hours before the meeting or adjourned meeting

1. (1)

   A meeting of unitholders must have a chair7, nominated:1

   1
   1. (a)

      in the case of an AUT or ACS3, by the depositary;3 1

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   2. (b)

      in the case of an ICVC, by a director other than the ACD or an associate of the ACD or, if no such nomination is made, by the depositary.1

2. (1A)

   7In the case of a physical meeting or a hybrid meeting, the chair must be physically present at the place of the meeting.

3. (2)

   If the chair 7 is not present after a reasonable time from the time for the meeting, the unitholders present must (subject to (1A)) choose one of them to be the chair7.

4. (3)

   The chair7:

   1. (a)

      may, with the consent of any meeting of unitholders at which a quorum is present; and

   2. (b)

      must, if so directed by the meeting;

      adjourn the meeting from time to time and from place to place, provided that any arrangements to enable remote participation at the original meeting are replicated for any adjourned meeting7.

5. (4)

   Business must not be transacted at any adjourned meeting, except business which might have lawfully been transacted at the original meeting.

6. (5)

   The authorised fund manager must ensure that:

   1. (a)

      minutes of all resolutions and proceedings at every meeting of unitholders are made and kept; and

   2. (b)

      any minute made in (a) is signed by the chair 7 of the meeting of unitholders.

7. (6)

   Any minute referred to in (5)(b) is conclusive evidence of the matters stated in it.

8. (7)

   The authorised fund manager must publish the minutes on a website accessible to the general public without charge, no later than 5 business days after the meeting has taken place (but in the case of an original meeting which is adjourned, the minutes must be published no later than 5 business days after the adjourned meeting has taken place).

1. (1)

   Where this sourcebook requires any notice or document to be served upon a unitholder, it is duly served :

   1. (a)

      for units held by a registered unitholder, if it is:

      1. (i)

         sent by post to or left at1 the unitholder's address as appearing in the register; or

         1
      2. (ii)

         sent1 by using an electronic medium in accordance with COLL 4.4.13 R (Other notices).6

         1
   2. (b)

      [deleted]6

2. (2)

   Any notice or document served by post is deemed to have been served on the second business day following the day on which it is posted.

3. (3)

   Any document left at a registered address or delivered other than by post is deemed to have been served on that day.

4. (4)

   7Any notice or document served by post on one joint unitholder is deemed to also have been served on each other joint unitholder whose address, as appearing on the register, is the same address to which the notice or document was sent.

1. (1)

   Any document or notice to be served on or information to be given to, any person, including the FCA , must be in legible form.

2. (2)

   For the purposes of this rule, any form is legible form which:

   1. (a)

      is consistent with the ICVC's, the directors', the authorised fund manager's or the depositary's knowledge of how the recipient of the document wishes or expects to receive the document;

   2. (b)

      is capable of being provided in hard copy by the authorised fund manager, the depositary or any other director of the ICVC;

   3. (c)

      enables the recipient to know or record the time of receipt; and

   4. (d)

      is reasonable in the context.

3. (3) 2
   1. (a)

      2In this sourcebook, any requirement that a document be signed may be satisfied by an electronic signature or electronic evidence of assent.

   2. (b)

      In relation to an AUT or ACS3, where transfer of title to units is to be effected on the authority of an electronic communication, the authorised fund manager 3 must take reasonable steps to ensure that any electronic communication purporting to be made by the unitholder or his agent is in fact made by that person.

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