CIS 6
Title, transfer and plan registers
CIS 6.1
Introduction
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Application
CIS 6.1.1
See Notes
This chapter applies in relation to ICVCs and AUTs
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CIS 6.1.2
See Notes
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Purpose
CIS 6.1.3
See Notes
In line with the regulatory objective of the protection of consumers, this chapter sets out requirements for a register of unitholders in an AUT and for plan registers of both ICVCs and AUTs. These requirements are intended to ensure that there is a proper record of the ownership of units, whether held directly or through a savings plan, ISA or PEP.
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Explanation of this chapter
CIS 6.1.4
See Notes
(1)
CIS 6.2 deals with a number of matters concerning the register of unitholders, such as its establishment, maintenance and rights of those who wish to inspect it, and the issue of certificates either of registration of ownership in that register or in bearer form.
(2)
CIS 6.3 deals with the transferability of units, whether by act of parties (for example sales or gifts) or by operation of law (death or bankruptcy).
(3)
CIS 6.4 deals with changes of name and address of unitholders and sets out requirements for subdivision, consolidation and conversion of classes of units and default by unitholders.
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CIS 6.2
The register of unitholders
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Basic requirement
CIS 6.2.1
See Notes
(1) This rule (CIS 6.2.1 R) applies to trustees, except (5) which applies to managers and trustees and (6) which applies to the manager only.
(2) The trustee must establish and maintain a register of unitholders (the register) in accordance with this rule.
(3) The register must be maintained in a readable form or in a manner capable of being reproduced in a readable form.
(4) The register must contain:
(a) the name and address of each unitholder (other than one whose units are represented by bearer certificates);
(b) the number of units (including fractions of a unit) of each class held by each unitholder (other than units that are represented by bearer certificates);
(c) the date on which the unitholder was registered in the register for the units standing in his name; and
(d) the number of units (including fractions of a unit) of each class currently in issue and represented by bearer certificates and the numbers of those certificates;
but the trustee need not register more than four persons as the joint holders of any units.(5) The manager and the trustee must:
(a) take all reasonable steps; and
(b) exercise all due diligence;
to ensure that the information contained in the register is at all times complete and up to date.(6) The manager, for the purpose of (5), must in particular:
(a) take any necessary steps to obtain and supply information from or concerning any new unitholder of units to enable the entry in the register to be made; and
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The register as evidence of title
CIS 6.2.2
See Notes
(2) The register is conclusive evidence as to the persons respectively entitled to the units entered in it. This does not prevent the trustee making any deletion or alteration allowed by CIS 6.4.4 R (Default by the unitholder).
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Inspection of the register and copies of entries
CIS 6.2.3
See Notes
(2) The trustee must make the register available for inspection, by or on behalf of the unitholders or the manager, in the United Kingdom free of charge at all times during ordinary office hours. But the register may be closed at times and periods (not exceeding 30 days in any one year) as determined by the trustee.
(3) The trustee must supply to the manager at its request a copy of the register or any part of it on payment, if the trustee so decides, of a reasonable fee.
(4) The trustee must supply to a unitholder or his authorised representative at his request and free of charge a copy in print of the entries on the register relating to that unitholder.
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The manager as unitholder
CIS 6.2.4
See Notes
(3) The manager must be treated as the holder of each unit which is in issue (other than a unit which is represented by a bearer certificate) if no person is entered in the register as the holder of that unit.
(4) Where a unitholder transfers units to the manager, they need not be cancelled, nor need the name of the manager be entered on the register as the new unitholder.
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Certificates
CIS 6.2.5
See Notes
(2) On or following the issue of units or, subject to CIS 6.3.1 R (Transfer of units by act of parties), at any other time, a certificate or other document recording title to the units may be issued to the unitholder if, and in such form as, the manager and the trustee agree.
(4) Where the procedures agreed under (3) require the investor to surrender any document (or provide any information) as a prior condition to obtaining the proceeds of redemption, they must also oblige the trustee to issue the document or provide any relevant information relating to an entry on the register in a timely manner once it is in a position to do so under those procedures.
(5) Where the trust deed enables bearer certificates to be issued, the manager and trustee must agree on their form, and on the procedures to be followed for them.
(6) The steps required to be taken by a unitholder in relation to the issue and redemption of units must be specified in the prospectus.
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CIS 6.3
Transferability of units
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Transfer of units by act of parties
CIS 6.3.1
See Notes
(2) Every unitholder is entitled, subject to (3), to transfer units held by him for which he is entered in the register by an instrument of transfer in any form the trustee may approve.
(3) The trustee is not under any duty to accept a transfer:
(a) if the number or value of the units sought to be transferred would result in the unitholder, or the transferee, holding less than any number or value stated in the prospectus as the minimum number to be held; or
(b) if the AUT is a relevant pension scheme and the transfer is not one permitted by the trust deed; or
(c) if the AUT is a relevant charitable scheme and it would lose its status if the transferee became a unitholder; or
(d) if the trust deed contains a limitation upon the categories of persons who may be unitholders and the transferee is not within one of those categories; or
(e) unless the transfer is excluded by Schedule 19 of the Finance Act 1999 (or any statutory modification or re-enactment of it) 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.
(4) Every instrument of transfer of units must be signed by or on behalf of the unitholder transferring the units (or, in the case of 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 manager, the transferor must be treated as the unitholder until the name of the transferee has been entered in the register.
(5) Every instrument of transfer, duly stamped if it is required to be stamped, must be left with the trustee for registration accompanied by:
(a) any necessary declarations or other documents that may be required in consequence of any legislation in force at the time; and
(b) such other evidence as the trustee may require to prove the right of the transferor to transfer the units or in the case of a body corporate the authority of the signatory on its behalf.
(6) All instruments of transfer which are registered must be retained by the trustee in original, copy or non-documentary form for a period of six years from the date of registration.
(7) Upon registration of an instrument of transfer, a reference must be made on the register enabling the name of the transferor and the transferee and the date of transfer to be identified.
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Transfer of units by operation of law
CIS 6.3.2
See Notes
(2) On the death of any one of joint unitholders, the surviving unitholder or unitholders must be the only persons recognised by the trustee and the manager as having any title to or any interest in the units held by those joint unitholders.
(3) The executors or administrators of a deceased unitholder (who was not one of two or more joint unitholders) must be the only persons recognised by the trustee and the manager as having title to the units held by the deceased unitholder.
(4) Where any person becomes entitled to a unit in consequence of the death or bankruptcy of any sole unitholder or of the survivor of joint unitholders:
(a) he may, subject to (b), upon producing evidence of his title required by the trustee, either be registered himself as unitholder (upon giving written notice to the trustee) or transfer the unit to some other person;
(b)
CIS 6.3.1 R (Transferability of units by act of parties) applies to any such notice or transfer as if the death or bankruptcy had not occurred and as if the notice or transfer were a transfer signed by the unitholder;
(c) the new owner may, subject to (d), give a discharge for all monies payable for the unit, but will not, until registered as a unitholder, be entitled to receive notices or attend or vote at any meeting of unitholders; and
(d) the trustee may, at its discretion, retain any monies payable for the unit until the new owner is registered as the unitholder or transfers the unit.
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CIS 6.4
Permitted alterations to the register of unitholders
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Change of name and address of unitholder
CIS 6.4.1
See Notes
(2) The trustee must:
(a) on receiving written notice of a change of name or change of address of any unitholder;
(b) on having taken reasonable care; and
(c) on compliance with any formalities the trustee requires;
alter the register accordingly.(3) Where a certificate has been issued and remains valid and the name of the unitholder is altered in the register, the trustee must either issue a new certificate to the unitholder or make an appropriate endorsement on the unitholder's existing certificate.
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Conversion of units
CIS 6.4.2
See Notes
(1) This rule (CIS 6.4.2 R) applies to managers, except (5), which applies to managers and trustees.
(2) This rule applies to any AUT in which there are units of more than one class (that is, income units and accumulation units), and governs the conditions of conversion of units of one class into units of another.
(3) Conversion is possible under this rule only if both classes of unit are in existence and are offered for issue or sale at the time of the request for conversion.
(4) If a unitholder requests the manager to convert units, the manager must make a written request to the trustee for the conversion; but the manager need not do so, nor need the trustee comply with the manager's request, if the conversion would result in the unitholder holding less than any number or value of units of either class stated in the prospectus as the minimum number to be held.
(5) If the manager makes a request under (4), the trustee must, unless excused by (4), convert the units into the appropriate number of units of the other class. That number must be determined by the manager, after consulting the trustee, on terms that are fair to the unitholder requesting conversion and to other unitholders.
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Subdivision and consolidation of units
CIS 6.4.3
See Notes
(2) The manager may, unless expressly forbidden to do so by the trust deed, at any time when no bearer certificates are in issue, with the approval of the trustee determine:
(3) Upon a subdivision or consolidation of units the trustee must (unless it has done so before the subdivision or consolidation became effective) immediately give to each unitholder (or to the first named of joint holders) whose name is entered in the register, notice of the subdivision or consolidation.
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Default by the unitholder
CIS 6.4.4
See Notes
(2) Where:
(a) the unitholder of any units defaults in making any payment in money or transfer of property due to the manager or the trustee under the rules in this sourcebook, or the trust deed, for the issue or sale of units to that unitholder; and
(b) the trustee is satisfied that there has been a default;
the trustee may make any deletion or alteration in the register that is necessary to compensate for that default, after which the manager becomes entitled to those units for which the defaulting unitholder's name has been removed from the register until those units are either cancelled or re-sold and paid for.- 01/12/2004
CIS 6.5
Plan registers
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Application
CIS 6.5.1
See Notes
(1) This rule (CIS 6.5.1 R) and CIS 6.5.3 G apply to ICVCs and their directors and to managers and trustees.
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CIS 6.5.2
See Notes
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Explanation
CIS 6.5.3
See Notes
This section (CIS 6.5) permits the directors of an ICVC or the trustee of an AUT to establish a plan register. This section deals with a number of matters concerning its establishment and maintenance and ensures that the holders entered in the plan register have similar rights in respect of notices and disclosure as holders in the main register of holders.
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Requirement
CIS 6.5.4
See Notes
(1) For an ICVC, the directors must not arrange for the ICVC to establish a plan register unless the conditions in (4) have been satisfied.
(2) For an AUT, the trustee, at the request of the manager, may, subject to (3), establish and maintain a plan register provided that the conditions in (4) have been satisfied.
(3) The trustee must not establish a plan register without the prior sanction of an extraordinary resolution of the unitholders unless:
(a) paragraph (4)(b) applies; or
(4) The conditions referred to in (1) and (2) are that:
(a) not less than 90 days before the establishment of the plan register:
(i) notice in writing has been given by the authorised fund manager to holders of the proposal to establish it; and
(ii) a revised prospectus reflecting that proposal has become available; or
(b) the original prospectus of the authorised fund referred, in accordance with CIS
3.5.2 R(12) or CIS
3.5.2 R(13), to the payments that may be paid out of the scheme property for the establishment and maintenance of the plan register.
(5) Paragraphs (6) to (19) apply for so long as a plan register is maintained.
(6) The plan register must be maintained in a readable form or in a manner capable of being reproduced in a readable form.
(7) The plan register must contain:
(a) the name and address of each plan investor for whom units in the authorised fund are held by a plan manager or a nominee under a group plan;
(c) the date on which the plan investor was registered in the plan register in respect of those units or any earlier date on which the plan investor was registered as a subscriber to a group plan in respect of those units on a register or other record from which the plan register was extracted; and
(d) sufficient information to identify the group plan under which the units are held and the plan investor entered on the register of holders as their holder.
(8) The ACD or, in the case of an AUT, the manager and the trustee, must:
(a) take all reasonable steps; and
(b) exercise all due diligence;
to ensure that the information contained in the plan register is at all times complete and up to date.(9) In particular, for the purpose of (8) the authorised fund manager must ensure that:
(a) any necessary steps are taken to obtain and supply information from or concerning any new plan investor to enable the entry in the plan register to be made; and
(b) in the case of a plan register of an AUT, the trustee is immediately notified of any information which the manager or the plan manager or a nominee of the plan manager receives relating to the accuracy of, or any change to, any entry in the plan register.
(10) The ACD or the trustee must make the plan register available for inspection in the United Kingdom by or on behalf of:
(a) a plan investor, for the entries relating to him; and
free of charge at all times during ordinary office hours, except that the plan register may be closed when the register is closed.(11) The ACD or the trustee must supply to the plan manager, and (in the case of a plan register of an AUT) to the manager, on request, a copy of the plan register or any part of it on payment, if the trustee or the ACD so decides, of a reasonable fee.
(12) In the following rules a reference to a shareholder, unitholder or holder must be treated as including a plan investor in respect of group plan units held for that plan investor:
(a)
CIS 3.4.2 R (4) (b), (d) and (e) (Notice of certain changes to a prospectus);
(b)
CIS 8.2.6 R (Notice of an increase: ICVCs and single-priced AUTs);
(c)
CIS 8.5.1 R (5) (Managers periodic charge);
(d)
CIS 10.3.6 R (1) (Short form accounts in reports); and
(e)
CIS 10.5.2 R (3) (Publication of reports (umbrella schemes)).
(13) In CIS 10.5.2 R (2) (Publication of reports) the reference to each holder (or the first named of joint holders) entered or entitled to be entered in the register must be considered to include each plan investor (or the first named of joint plan investors) entered in or entitled to be entered in the plan register.
(14) In CIS 11.2.3 R (Notice of meetings - for ICVCs) and CIS 11.3.6 R (Notice of meetings - for AUTs) the references to holders must be considered to include the persons who were plan investors:
(b) if the plan investors'plan units are participating securities, at the close of business on a day to be determined by the authorised fund manager in accordance with CIS 11.2.2 R (2)(a) (Special meaning of shareholder) and CIS 11.3.2 R (2)(a) (Special meaning of unitholder).
(15) Where in this CIS sourcebook there is a reference to persons who ought reasonably to be known to an authorised fund manager to have made arrangements for the purchase of units at regular intervals, the reference is treated as including all plan investors with similar arrangements for plan units.
(16)
(a) The authorised fund manager must ensure that at no cost to the plan investor or the scheme property:
(i) each notice of a meeting of holders given to a plan investor includes, or is accompanied by, a statement that the plan investor may require the plan manager to arrange for the plan investor to be able to attend that meeting or to vote on any resolution put to that meeting or both; and
(ii) the notice is accompanied by an appropriate form of instruction to the plan manager for use by the plan investor.
(b) The authorised fund manager must procure that the plan manager, at no cost to the plan investor or the scheme property, acts in accordance with any duly completed form of instruction received by it at least four business days (excluding the day of receipt and the day of the meeting) before the day of the meeting or at such later time as the plan manager may agree.
(17) The authorised fund manager must give notice to the plan investor of any adjourned meeting of holders at the same time as notice of that meeting is given to holders.
(18) Any notice or document required to be served upon a plan investor will be treated as duly given if it is sent by post to or left at his address as appearing in the plan register, and the provisions of CIS 11.6 (Service of notices and other documents) apply.
(19) For a plan register of an ICVC, information received by the ICVC for the purpose of the establishment or maintenance of the plan register under this rule does not amount to notice to the ICVC of any trust, whether express, implied or constructive.
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