COLL 6.4 Title and registers

1. (1)

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

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2. (2)

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

1. (1)

   Either:1

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   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) other than units represented by bearer certificates;

   2. (b)

      the number of units of each class held by each unitholder (other than units represented by bearer certificates);

   3. (c)

      the date on which the unitholder was registered for units standing in his name (other than units represented by bearer certificates); and

   4. (d)

      the number of units of each class currently in issue, including bearer certificates and the number of units of those bearer certificates.

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 hours, but it may be closed for periods not exceeding 30 business days in any one year;

   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.

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 issue (other than a unit which is represented by a bearer certificate).

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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.

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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

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:

   1. (a)

      it is permitted by the trust deed or prospectus; and

   2. (b)

      the transfer is excluded by Schedule 19 of the Finance Act 1999 from a charge to stamp duty reserve tax, or there has been paid to the trustee, for the account of the AUT, an amount agreed between the trustee and the manager not exceeding the amount that would be derived by applying the rate of stamp duty reserve tax to the market value of the units being transferred.

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:

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   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.

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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.

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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.

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)

   Bearer certificates may only be issued for AUTs1 if they are permitted by the instrument constituting the fund.2

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4. (4)

   Bearer certificates may not be issued for ACSs.1

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.

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).