Form MA 1
Manager Application
APPLICATION FOR APPROVAL TO OPERATE A COLLECTIVE
INVESTMENT SCHEME IN HEDGE FUNDS
FULL NAME OF MANAGER:
FULL NAME OF PERSON COMPLETING APPLICATION:
CONTACT DETAILS OF PERSON COMPLETING THE APPLICATION
TELEPHONE:
EMAIL:
Please send the completed form, supporting documents and prescribed fee (see
the Financial Services Board Fees available on the Board’s website) to the
address below.
Financial Services Board
Riverwalk Office Park
Block B
41 Matroosberg Road
Ashlea Gardens, Extension 6
Pretoria
0181
South Africa
Telephone: 012 428 8000
Website: www.fsb.co.za
Page 1 of 26
Form MA 1
Manager Application
SECTION A
GENERAL DETAILS OF MANAGER AND PROPOSED ACTIVITIES
1.
NAME OR PROPOSED NAME OF MANAGER
2.
NAME OR PROPOSED NAME OF SCHEME
3.
CATEGORY OF HEDGE FUND APPLIED FOR:
QUALIFIED INVESTOR HEDGE FUND (QIHF)
RETAIL HEDGE FUND (RHF)
4.
LEGAL STRUCTURE OF SCHEME(S):
QIF
RIHF
COLLECTIVE INVESTMENT
SCHEME (CIS) TRUST
EN COMANDITE PARTNERSHIP
5.
Is the Manager currently registered with the FSB as a manager under the
Collective Investment Schemes Control Act 45 of 2002?
YES
6.
NO
If yes, provide the name of the FSB registered entity and relevant registration
number.
NAME OF ENTITY
REGISTRATION NUMBER
Page 2 of 26
Form MA 1
Manager Application
7.
If the answer to 5 above is ‘’yes’’, does the Manager intend using the manager
named in 6 above, to register a scheme in hedge funds?
YES
NO
Note: If the answer to 7 above is ‘’yes’’, complete numbers 18 to 20 only.
8.
Has the Manager registered a company that will apply for registration as a CIS
manager in hedge funds?
YES
NO
Note: If the answer to 8 is “no”, the application cannot be taken any further.
9.
Is the company making the application already operating?
YES
NO
10.
If “yes” to 9, what is the registered name of the company?
11.
With respect to 10 above, what is the registration number of the company?
12.
What is the address of the registered office or proposed registered office of the
manager?
Tel:
Fax:
E-Mail:
(This address will be used by
the FSB for future contact)
13.
What is the income tax reference number of the company?
Page 3 of 26
Form MA 1
Manager Application
14.
What is the date of incorporation of the company?
15.
If the answer to 9 is “no”, when does the company intend commencing operations
as a CIS manager in hedge funds?
16.
Have certified copies of at least the CM1 and CM2 (or their equivalent) and any
other CM forms received from CIPRO pertaining to the registration of the
manager, attached as part of the application?
YES
NO
SCHEDULE REFERENCE:
17.
Have original copies of the Manager’s tax clearance certificate been submitted as
part of the application?
YES
NO
SCHEDULE REFERENCE :
18.
Has the Manager submitted one or more scheme deeds as part of the
application?
YES
NO
SCHEDULE REFERENCE:
19.
In respect of each scheme, please provide a 3 year business plan including an
outline of the nature and scale of the proposed regulated activities, plans for the
Page 4 of 26
Form MA 1
Manager Application
future development of that business and particulars of the arrangements for the
management of that business. The operational structure outlined in the business
plan should include, inter alia, adequate operational policies and procedures,
internal control procedures and appropriate oversight of the Manager’s activities
including management of the Manager’s risk. The operational structure should
reflect the scope and degree of sophistication of the proposed regulated activities
of the Manager. Any proposals to outsource functions should be set out, to
include the functions to be outsourced, the service provider(s) who will undertake
the functions together with details of the proposed oversight programme to be
undertaken by the Manager in order to ensure that the Manager’s responsibilities
in terms of these outsourced functions are discharged in a manner that does not
result in any loss to the investor.
SCHEDULE REFERENCE:
20.
Please provide a business risk assessment for the Manager which evidences that
the business has considered the financial crime risks, including but not limited to
money laundering, to which it may be exposed once its business activities
commence, and how it will address them. The risk assessment should consider
the risk profile of each scheme where applicable.
SCHEDULE REFERENCE:
Page 5 of 26
Form MA 1
Manager Application
SECTION B
MANAGEMENT AND CONTROL
Directors:
21.
Please list all current or proposed directors of the Manager. Identify, as
applicable, the Chairperson, Chief Executive, Managing Director, Finance
Director, Non-Executive Director, Independent Non-Executive Director and any
other Director with specific duties.
Full name of
individual
Identity
Number
Country of
Residence
Title/duties
Executive/
NonExecutive
Date of
appointment
NOTE: Each Director listed is required to complete form PQ.
22.
Where the response to questions 9 is “yes”, please give details of any changes to
the Manager’s board of directors (including the removal of any director) during
the last 5 years if applicable. In each case, please give the name of the director,
identity number, the date of and the reason for the change/removal:
Full name of
individual
Identity
Number
Page 6 of 26
Change and reason
Date of
change
Form MA 1
Manager Application
23.
Please give details of any financial guarantees given to or in respect of the
Manager by any of its directors:
Company Secretary:
24.
Please give the name and company registration/identity number of the company
secretary of the Manager:
Name
Company Registration Number/
Identity Number
Compliance Officer:
25.
Please give the name of the compliance officer of the Manager (if the compliance
function is to be outsourced to another party, please advise the name of the
individual in the manager responsible for the oversight of the compliance
function.
Full name of Individual
RSA Identity Number
Page 7 of 26
Form MA 1
Manager Application
SECTION C
GROUP STRUCTURE/OWNERSHIP STRUCTURE
26.
Is the Manager is part of a group.
YES
27.
NO
If “yes”, please provide a group structure diagram including details of any
company or partnership in which the Manager or its holding company has an
equity interest or is a partner. Please also include all related companies
connected by common ownership, trading name, partnership or special trading
arrangement. In relation to each company other than the Manager, please state
the place of incorporation, principal activities and registered office.
Please also provide details of the percentage interest which the Manager or its
holding company has in each such company or partnership.
SCHEDULE REFERENCE:
28.
Where the Manager is not part of a group, please provide the names, identity
numbers and addresses of the beneficial owners of the Manager’s share capital,
showing the percentage interest of each beneficial owner:
Full name of Individual
Identity
Number
Page 8 of 26
Address
Percentage
interest
Form MA 1
Manager Application
29.
Where the beneficial owner of the Manager’s share capital is a trust or company,
please complete the table below. Where more than one trust/company is the
holder of shares in the Manager, complete a table for every such trust/company.
Name of beneficiary/
shareholder
Identity
Number
Address
Percentage
Benefit/
Shareholding
30.
Please identify any other controller1 of the Manager not named above:
31.
Please identify any other registration /approval / licence granted by the FSB to
the Manager or any group company of the Manager and the name(s) of the
licensee(s) and relevant licence number:
MANAGER:
SCHEDULE REFERENCE:
1
“ Controller” is defined under “Notes” at the end of this form.
Page 9 of 26
Form MA 1
Manager Application
SECTION D
STAFFING
32.
Please state below the number of staff (including directors and managers), who
are to be engaged in the regulated activities of the Manager. If any are parttime/non-executive, please express in terms of full-time equivalents:
On start date:
Number of staff
Employer (if not the Manager – for
example, if staff are employed by a
separate services company or
similar)
Planned after 1 year:
Number of staff
33.
Employer (if not the Manager)
Please attach a staff “organogram” detailing directors, managers and all other
staff and reporting lines within the Manager.
SCHEDULE REFERENCE:
Page 10 of 26
Form MA 1
Manager Application
SECTION E
FINANCIAL INFORMATION
34.
Please state the Manager’s year end or proposed year end:
35.
For existing companies who replied “yes” to question 9, please supply a copy of
the Manager’s latest audited financial statements, including directors’ and
auditors’ reports. If they are for an accounting period ending more than 6 months
before the date of this application please also supply a balance sheet and profit
and loss account to the last 6 months. If the Manager is part of a group the latest
audited group accounts must also be supplied.
Attached:
Yes
No
N/A
Schedule Ref : ____________________
Group
Attached:
Yes
No
Schedule Ref : ____________________
36.
If the Manager has not yet commenced business or has done so within the 12
months previous to the date of application please supply a business plan for 3
years that includes a capital adequacy projection. The business plan will be that of
the manager and will include the effect of the business plan of the individual
schemes referred to under number 19. Details of proposed target market,
marketing strategy, product mix, resource commitments inter alia must be
included. All assumptions should be clearly articulated and demonstrably
incorporated into the business plan.
Attached:
Yes
No
Schedule Ref : ____________________
Page 11 of 26
Form MA 1
Manager Application
37.
If the Manager’s financial position has changed materially between the date of
the financial statements supplied and the date of the application please give
details:
38.
Please state whether the Manager has any sources of external finance (including
facilities unused at the time of application):
YES
39.
NO
If Yes, please give the following details (If the sources of external finance are
disclosed in the accounts supplied, details given can be restricted to any
changes in the situation since the date of the accounts):
Lender: (in the case of a subordinated loan please submit a copy of the loan
agreement)
Loan agreement
Attached:
Yes
No
Schedule Ref : ____________________
Amount:
Nature (e.g. secured or unsecured):
Page 12 of 26
Form MA 1
Manager Application
Repayment terms:
Interest payable: (quoted rate, amount paid in current year, payable in next 3
years)
40.
If the finance is secured, please give details of the nature of the security
(including the type of security) and a brief description of assets pledged as
security and their value:
41.
Please state whether the Manager has any other pledge against its assets not
disclosed above and, if so, please give details:
Page 13 of 26
Form MA 1
Manager Application
42.
Please state whether the Manager has given, in writing, any financial guarantees,
indemnities or other commitments, including letters of comfort which are in effect
at the date of the application including those relating to other group companies.
If such financial guarantees etc. have been given, please give details. Use a
separate schedule if necessary.
SCHEDULE REFERENCE:
43.
Please state whether any financial guarantees, indemnities or other
commitments, including letters of comfort, have been given to the Manager
including those received from other group companies. If there are such financial
guarantees etc., please give details. Use a separate if necessary.
SCHEDULE REFERENCE:
Page 14 of 26
Form MA 1
Manager Application
SECTION F
AUDITORS
44.
Please state:
The name of the Manager’s auditor:
The address of the auditor:
The telephone number of the auditor:
The partner to be responsible for the audit:
45.
Please provide a copy of the auditor’s acceptance to act as auditor of the
Manager (on an official letterhead of the auditor)
Attached:
Yes
No
Schedule Ref : ____________________
46.
Please provide details of any experience of the auditor with the auditing of hedge
funds.
Page 15 of 26
Form MA 1
Manager Application
47.
Please provide the IRBA registration number of the auditor.
Page 16 of 26
Form MA 1
Manager Application
SECTION G
INSURANCE AND INDEMNITY
48.
49.
Please give details of the Manager’s insurance cover against liabilities incurred in
carrying on regulated activities or proposed regulated activities. This should
include an indication of whether the Manager has, or proposes to have, any
cover in respect of the following together with the amounts for each:
o
Professional Indemnity Insurance
Yes
No
R
o
Employee Fidelity Insurance
Yes
No
R
o
Insurance against theft or other loss of
negotiable instruments, warrants or other
property belonging to the Manager or to
its clients/customers.
Yes
No
R
Where any part of the above cover is under a group policy, please provide details
of that policy.
SCHEDULE REFERENCE:
50.
Please give details of any claims brought against and/or made by the Manager
which were (or, according to the policy terms, should have been) notified to its
insurer under these or any similar policies in the last three years preceding the
date of this application (whether or not any payment was made by the insurer):
Page 17 of 26
Form MA 1
Manager Application
SECTION H
ANTI-MONEY LAUNDERING PROCEDURES
51.
Please supply a copy of the Manager’s procedures for complying with the
Financial Intelligence Centre Act 38 of 2001.
Group
Attached:
Yes
No
Schedule Ref : ____________________
Page 18 of 26
Form MA 1
Manager Application
SECTION I
DISASTER RECOVERY
52.
Please attach a summary of the Manager’s plans, procedures and/or agreements
for succession and disaster recovery/business continuity.
Group
Attached:
Yes
No
Schedule Ref : ____________________
Page 19 of 26
Form MA 1
Manager Application
SECTION J
OTHER INFORMATION
53.
Where the Manager is an existing company referred to under number 9, please
give full details of any of the following. If none, please state “none”.
(a)
Any application to wind up the Manager or any Group Company
(b)
The winding up of any subsidiary of the Manager at any time in the
previous 10 years.
(c)
Civil legal proceedings lost (including by default) or settled on terms
involving payment by the Manager (including payment of another party’s
costs) within the last 3 years. This should include details of whether the
Manager has agreed as a result of any such legal proceedings to an out
of Court settlement:
(d)
Please state whether the Manager is involved in any such proceedings as
referred to in (c) at the time of the application:
Page 20 of 26
Form MA 1
Manager Application
(e)
Please give details of any criminal convictions of the Manager or any
group company:
(f)
Please state whether the Manager at any time prior to the date of
application, had been subjected to proceedings that may have affected or
affected the status of the manager in any way such as winding up,
liquidation, business rescue and statutory management proceedings or
are there any such proceedings pending.
(g)
Has the manager had any judgement given against it in any civil or
criminal proceedings, in South Africa or elsewhere or are there any
proceedings pending which may lead to such a judgement.
(h)
Please state whether, at any time in the last 10 years, the Manager has
been refused or had withdrawn any licence, recognition or authorisation
under the legislation of any country or whether the Manager has ever
been refused or had revoked any authorisation to carry on investment
related activities in any country:
Page 21 of 26
Form MA 1
Manager Application
(i)
Please provide details of the imposition of any non-standard conditions on
any licence or authorisation of the Manager to carry on business within
the last 10 years:
(j)
Please state whether the Manager has ever been subject to any
enforcement action by any regulatory body in any country in relation to its
activities:
(k)
Please state whether the Manager’s affairs have ever been investigated
by any regulatory body in any country in relation to its activities, other
than investigations conducted in the course of normal monitoring and
surveillance procedures where there were no material adverse findings:
Page 22 of 26
Form MA 1
Manager Application
.
54.
(l)
Please state whether the Manager or any of its senior management or
shareholders have been disciplined in the Republic of South Africa or
elsewhere in the previous 10 years by any regulatory or supervisory
organisation or professional body:
(m)
Please state whether the Manager has ever been refused or had revoked
membership of any Stock Exchange or related association or body:
(n)
Please provide details of and reasons for any changes in the bankers,
auditors or legal advisers to the Manager within the last 3 years:
Please provide any additional information, which should be brought to the
attention of the Registrar, which may have an impact on the evaluation by the
Registrar of this application
SCHEDULE REFERENCE:
Page 23 of 26
Form MA 1
Manager Application
SECTION K
DECLARATION BY MANAGER
We declare that all the information submitted with and as part of this application is
complete and correct to the best of our knowledge and belief and that we are not aware
of any other facts which should be brought to the attention of the FSB. We undertake to
inform the FSB within 21 days of any material changes to the application.
We undertake that if and for as long as the Manager is approved under CISCA or under
any subordinate legislation, we will notify the FSB or its successors of any material
changes in the answers to the questions above.
Name of first signatory:
Position:
Signature:
Name in block capitals:
Date:
Name of second signatory:
Position:
Signature:
Name in block capitals:
Date:
Page 24 of 26
Form MA 1
Manager Application
NOTES
Note 2:
“Controller” means:(a)
In relation to a body corporate, a person who, either alone or
with any associates, is entitled to exercise, or control the
exercise of, 15% or more of the voting power at any general
meeting of the body corporate or another body corporate of
which it is a subsidiary; and
(b)
In relation to an unincorporated association:(i)
Any person in accordance with whose directions or
instructions, either alone or with those of any associate or
associates, the officers or members of the governing body
of the association are accustomed to act (but disregarding
advice given in a professional capacity); and
(ii)
Any person who, either alone or with any associate or
associates, is entitled to exercise, or control the exercise
of, 15% or more of the voting power at any general
meeting of the association;
“Associate” in relation to any person means that person’s wife, husband
or minor child or stepchild, any body corporate of which that person is a
director, any person who is an employee or partner of that person and, if
that person is a body corporate, any subsidiary of that body corporate and
any employee of any such subsidiary.
Page 25 of 26
Form MA 1
Manager Application
SECTION L
APPLICATION FOR SCHEME MANAGER
CHECKLIST
ITEM
REF
Original Tax Clearance Certificate
17
Certified copies of CIPRO Registration documents
16
Scheme Deed(s)
18
Certified copies of ID documents of directors
21
Certified copy of regulated certificates/identity documents of company
secretary
24
Group Structure diagram
27
Certified copies of ID for beneficial shareholders/ beneficiaries
28
29
Staff Organogram
33
Audited Financial Statements
35
Group Audited Financial Statements
35
Management Accounts
35
Business Plan of Scheme
19
Business Plan of Manager
36
Sources of External Finance
38
Subordinated loan agreement/s
39
Details of guarantees given
42
Details of guarantees received
43
Insurance and Indemnity
48
FICA Compliance Procedures
51
Disaster Recovery Plan
52
Other
Page 26 of 26
Attached
&