Unit Trusts Act , 1972

1 Interpretation.

1.—(1) In this Act, unless the context otherwise requires—

“company” means a company formed and registered under the Joint Stock Companies Acts, the Companies Act, 1862, the Companies (Consolidation) Act, 1908, or the Companies Act, 1963, (but does not include a company registered under any of those enactments outside the State), or a company incorporated in the State by statute or charter;

“debentures” means any debentures, debenture stock or bonds of any body corporate, incorporated in or outside the State, whether constituting a charge on the assets of the body or not;

“holding company” has the same meaning as in the Companies Act, 1963;

“the Minister” means the Minister for Industry and Commerce;

“officer”, in relation to a body corporate, includes a director or secretary;

“the register” means the register established and maintained under section 2 of this Act;

“registered unit trust scheme” means a unit trust scheme that is registered in the register;

“the registrar” means the registrar of companies, within the meaning of the Companies Act, 1963;

“securities” means—

(a) shares or debentures, or rights or interests (described whether as units or otherwise) in any shares or debentures, or

(b) securities of the Government or the government of any country or territory outside the State, or

(c) rights (whether actual or contingent) in respect of money lent to, or deposited with, any industrial and provident society, friendly society or building society;

“shares” means shares in the share capital of a body corporate or stock of a body corporate;

“subsidiary company” has the same meaning as in the Companies Act, 1963;

“units”, in relation to a unit trust scheme, means any units (described whether as units or otherwise) into which are divided the beneficial interests in the assets subject to any trust created under the scheme;

“unit trust scheme” means any arrangements made for the purpose, or having the effect, of providing facilities for the participation by the public, as beneficiaries under a trust, in profits or income arising from the acquisition, holding, management or disposal of securities or any other property whatsoever.

(2) Any reference in this Act to a manager under a unit trust scheme or to a trustee under such a scheme shall be construed as a reference to the person in whom are vested the powers of management relating to property for the time being subject to any trust created in pursuance of the scheme or, as the case may be, to the person in whom such property is or may be vested in accordance with the terms of the trust.

2 Register of unit trust schemes.

2.—The registrar shall establish and maintain a register of unit trust schemes (in this Act referred to as the register).

3 Registration of unit trust schemes.

3.—(1) Upon application to the registrar in accordance with this Act by the manager and trustee under a unit trust scheme, the registrar shall register the scheme in the register if, but only if—

(a) the Minister is satisfied, after consultation with the Central Bank of Ireland and after consideration with that Bank of the relevant information in the application, that the competence in respect of matters of the kind with which they would be concerned in relation to a unit trust scheme and probity of the manager and trustee are such as to render them suitable to act as manager and trustee, respectively, under the scheme,

(b) the manager under the scheme is a body corporate that is incorporated in and has a place of business in the State, the amount of the capital of which that is paid up in cash is not less than £25,000 and the assets of which are sufficient to meet its liabilities (including liabilities in respect of its paid up capital),

(c) the trustee under the scheme is a body corporate that is incorporated in and has a place of business in the State, and—

(i) has assets that are sufficient to meet its liabilities (including liabilities in respect of the repayment of its paid up capital) and has a capital (in stock or shares) for the time being issued of not less than £500,000 of which an amount of not less than £250,000 has been paid up in cash, or

(ii) (I) is wholly owned by a body corporate (in this paragraph referred to as the parent body) in relation to which the conditions as to capital and assets specified in subparagraph (i) of this paragraph are complied with, and

(II) the discharge of the liabilities of which is guaranteed by the parent body,

(d) the Minister is satisfied that the scheme is such that the effective control over the affairs of the manager and of the trustee under the scheme will be exercised independently of one another,

(e) the Minister is satisfied that the scheme is such as to secure that every trust created in pursuance of the scheme is expressed in a deed which complies with the provisions of this Act and any orders for the time being in force under section 10 of this Act and applying in relation to the deed and that the deed contains a covenant providing that the scheme will be carried on in compliance with the provisions of this Act and any orders for the time being in force thereunder,

(f) a copy of the deed aforesaid is deposited with the registrar, and

(g) the name of the scheme is not, in the opinion of the Minister, undesirable.

(2) Whenever the registrar proposes to refuse to register a unit trust scheme in the register—

(a) he shall notify the manager and the trustee under the scheme that he so proposes and of the reasons therefor and that the manager or the trustee may, within 30 days after the date of the giving of the notification, make representations in writing to the Minister in relation to the proposed refusal,

(b) the manager or the trustee may make such representations in writing to the Minister within the time aforesaid,

(c) the Minister shall before deciding to uphold or overrule the proposal of the registrar consider any representations duly made to him under this section in relation to the proposal, and he shall then direct the registrar (who shall comply with the direction) to register or refuse to register (as the case may be) the scheme in the register.

(3) Upon registration of a unit trust scheme in the register, the registrar shall certify under his hand that the scheme is registered in the register and the certificate shall be admissible in evidence in all legal proceedings and shall be conclusive evidence that the scheme is registered in the register.

(4) Where an application to register a unit trust scheme in the register is refused, the registrar shall forthwith notify the manager and the trustee under the scheme of the refusal and the manager or the trustee may, within 30 days after the date on which the notification is given to the manager or the trustee, as the case may be, appeal against the refusal to the High Court whose decision shall be final and unappealable.

(5) An application under this section shall be in writing and shall contain such information in relation to such matters and be accompanied by such documents as may be specified from time to time by the Minister.

4 Notification of registrar of alteration of trust deed or change of name of unit trust scheme.

4.—(1) Within 21 days after the making of alterations in the deed in which are expressed the trusts of a registered unit trust scheme, the manager under the scheme shall deposit with the registrar a copy of the deed as so altered or containing the alterations.

(2) Within 21 days after the making of a change in the name of a registered unit trust scheme the manager under the scheme shall deposit with the registrar particulars of the change.

(3) Where the manager under a unit trust scheme fails to comply with subsection (1) or (2) of this section, he shall be guilty of an offence.

5 Cancellation of registration of unit trust schemes.

5.—(1) Subject to the provisions of this section, if, in relation to a registered unit trust scheme—

(a) there is a contravention of a provision of this Act or of an order thereunder,

(b) the conditions specified in paragraphs (b), (c) and (f) of section 3 (1) of this Act are no longer fulfilled, or

(c) the Minister is no longer satisfied in respect of the matters specified in paragraphs (a), (d), (e) and (g) of the said section 3 (1),

the Minister may direct the registrar to cancel the registration of the scheme in the register upon a day specified in the direction, and the registrar shall comply with the direction.

(2) Whenever the Minister proposes to give a direction under this section in relation to a unit trust scheme—

(a) he shall notify the manager and the trustee under the scheme of his proposal and of the reasons therefor and that the manager or the trustee may, within 30 days after the date of the giving of the notification, make representations in writing to the Minister in relation to the proposed direction,

(b) the manager or the trustee may make such representations in writing to the Minister within the time aforesaid,

(c) the Minister shall, before deciding to give or refrain from giving the direction, consider any representations duly made to him under this section in relation to the proposed direction, and if he decides to give the direction, shall give it within 30 days after the date of the making of the representations to him, or if none are made, within 30 days after the last day for making them.

(3) The Minister shall not give a direction under this section in relation to a unit trust scheme unless he is satisfied that it is necessary to do so in the public interest and in the interests of holders of units created under the scheme.

(4) (a) Where a direction in relation to a unit trust scheme is given under this section, the registrar shall notify the manager and the trustee under the scheme of the direction not less than 60 days before the day on which it is intended to take effect and the manager or trustee may, within 30 days after the date on which the notification is given to the manager or the trustee, as the case may be, appeal against the direction to the High Court whose decision shall be final and unappealable.

(b) The High Court may, if it thinks it proper to do so, provide by order that a direction under this section in relation to which an appeal under this subsection relates shall not have effect during the period, or such part of it as it may specify in the order, prior to the determination of the appeal.

(5) (a) Whenever the Minister gives a notification under subsection (2) of this section in relation to a direction under this section, he may, at the same time or—

(i) in case he subsequently decides to refrain from giving the direction, at any time before such decision,

(ii) in any other case, at any time before the direction takes effect,

require the manager under the unit trust scheme to which the notification relates to refrain from selling units of the scheme, or publishing or procuring the publication of advertisements in relation to the scheme, during the period prior to his decision or before the direction takes effect, as may be appropriate, and the manager shall, subject to the provisions of this section, comply with the requisition.

(b) The manager under a unit trust scheme to whom a requisition under this subsection relates may, within 20 days after the date on which the requisition was given to him, appeal against the requisition to the High Court whose decision shall be final and unappealable.

(c) The High Court may, if it thinks it proper to do so, provide by order that a requisition under this subsection shall not have effect during the period, or such part of it as it may specify in the order, prior to the determination of the appeal against the requisition under paragraph (b) of this subsection or of an appeal against a direction under this section in relation to the unit trust scheme to which the requisition relates.

(d) Whenever a direction under this section in relation to a unit trust scheme ceases to have effect, a requisition under this subsection in relation to that scheme shall also cease to have effect.

(e) A manager under a unit trust scheme who contravenes or fails to comply with a requisition under this subsection or section 6 (5) of this Act shall be guilty of an offence.

6 Appointment of new manager or trustee under unit trust scheme by Minister.

6.—(1) Subject to the provisions of this section, if the Minister—

(a) is satisfied that the circumstances in relation to a registered unit trust scheme are such that it would be proper to give a direction under section 5 of this Act in relation to the scheme, or

(b) has given a direction which is in force under that section in relation to the scheme, but the cancellation of the registration of the scheme in pursuance of the direction has not taken effect,

he may appoint—

(i) a person in relation to whom the Minister is satisfied in respect of the matters specified in section 3 (1) of this Act to be manager under the scheme in place of the existing manager thereunder or to be trustee under the scheme in place of the existing trustee thereunder, or

(ii) two persons in relation to each of whom the Minister is satisfied as aforesaid to be manager and trustee, respectively, under the scheme in place of the existing manager and trustee, respectively, thereunder.

(2) Whenever the Minister proposes to appoint a person under this section—

(a) he shall notify the manager and the trustee under the unit trust scheme to which his proposal relates that he so proposes and of his reasons therefor and that the manager or the trustee may, within 30 days after the date of the giving of the notification, make representations in writing to the Minister in relation to the proposed appointment,

(b) the manager or the trustee may make such representations in writing to the Minister within the time aforesaid,

(c) the Minister shall, before deciding to make or refrain from making the appointment, consider any representations duly made to him under this section in relation to the proposed appointment, and if he decides to make the appointment, shall make it within 30 days after the date of the making of the representations to him, or if none are made, within 30 days after the last day for making them.

(3) The Minister shall not make an appointment under this section in relation to a unit trust scheme unless he is satisfied that it is necessary to do so in the public interest and in the interests of holders of units created under the scheme.

(4) (a) Where an appointment (in relation to a unit trust scheme) is made under this section, the Minister shall notify the manager and the trustee under the scheme of the appointment not less than 60 days before the day on which it is intended to take effect and the manager or the trustee may, within 30 days after the date on which the notification is given to the manager or the trustee, as the case may be, appeal against the appointment to the High Court whose decision shall be final and unappealable.

(b) The High Court may, if it thinks it proper to do so, provide by order that an appointment under this section in relation to which an appeal under this subsection relates shall not have effect during the period, or such part of it as it may specify in the order, prior to the determination of the appeal.

(5) (a) Whenever the Minister gives a notification under subsection (2) of this section in relation to an appointment under this section, he may, at the same time or

(i) in case he subsequently decides to refrain from making the appointment, at any time before such decision, and

(ii) in any other case, at any time before the appointment takes effect,

require the manager under the unit trust scheme to which the notification relates to refrain from selling units of the scheme, or publishing or procuring the publication of advertisements in relation to the scheme, during the period prior to his decision or before the appointment takes effect, as the case may be, and the manager shall, subject to the provisions of this section, comply with the requisition.

(b) The manager under a unit trust scheme to whom a requisition under this subsection relates may, within 20 days after the date on which the requisition was given to him, appeal against the requisition to the High Court whose decision shall be final and unappealable.

(c) The High Court may, if it thinks it proper to do so, provide by order that a requisition under this section shall not have effect during the period, or such part of it, as it may specify in the order, prior to the determination of the appeal against the requisition under paragraph (b) of this subsection, or of an appeal against an appointment under this section in relation to the unit trust scheme to which the requisition relates.

(d) Whenever an appointment under this section in relation to a unit trust scheme ceases to have effect, a requisition under this subsection in relation to that scheme shall also cease to have effect.

(6) Upon the appointment under this section of a person to be a manager or trustee under a unit trust scheme, the person in whose place he is appointed to be manager or trustee, as the case may be, shall cease to hold office as manager or trustee, as the case may be, under the scheme and the direction (if any) under section 5 of this Act in relation to the scheme shall cease to have effect.

7 Prohibition of certain purchases and sales of units of unregistered unit trust schemes.

7.—(1) The manager or trustee (if any) under a unit trust scheme that is not a registered unit trust scheme or any other person concerned with the management or supervision of the scheme shall not purchase or sell units of the scheme.

(2) The prohibition contained in subsection (1) of this section does not apply to the purchase, from a holder thereof, of units of a unit trust scheme the registration of which under this Act stands cancelled.

(3) A person who contravenes this section shall be guilty of an offence.