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INTRODUCTION TO LABUAN FUND MANAGER LICENSE
(Fund management company)
Permitted Activities
Management services
- Acting or offering to act as portfolio manager on behalf of the clients for a portfolio of securities including funds*.
- Managing activities in the acquisition or disposal of a portfolio of securities including funds*.
- Managing clients’ discretionary accounts including Labuan private funds.
* Including any foreign fund that has obtained approval from its home regulator of an IOSCO member country.
Investment advices
- Conducting securities analysis and making investment recommendations based on client’s investment objectives and financial situation.
- Providing advice concerning securities including the issuance or promulgation of research report and analysis.
- Providing consultancy and advisory services relating to corporate finance and financial planning matters for corporate clients.
Administrative services
- Making submissions on behalf of clients to Labuan FSA in respect of securities including any other reporting requirements.
- Issuing any documents which are deemed to be a prospectus under the LFSSA/LIFSSA and the LCA.
Dealing in securities
- Quoting two-way prices and dealing in securities.
- Arranging for the sale or purchase of securities including that are not listed on a stock market of a stock exchange, issued by, belonging to or on behalf of clients.
- Underwriting of securities and placement out of such underwritten securities to be commensurated with the adequacy of its financial resource. Hence, the Labuan fund manager shall ensure that its risk management plan also clearly sets out the extent of financial requirements to sustain its operational business based on the risk appetite or tolerance levels in relation to the fund management strategies. This has to be reviewed at least on a yearly basis in line with its business plan.
- Other dealing in securities as permitted under section 2 of LFSSA/LIFSSA.
Other activities
Any other activity as may be permitted by Labuan FSA from time to time.
The permitted activities for a licensed Labuan fund manager may include:
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Eligibility
To apply for a Labuan fund manager license, the applicant will have to meet the following eligibility criteria:
- An individual who holds a relevant degree or professional qualification to carry on fund management activities. Labuan FSA may also consider an applicant who is at least a diploma holder with three years’ relevant experience in the capital market or direct experience in fund management activities.
- An approved fund manager or any provider of such services from a country or jurisdiction who is a member of the International Organisation of Securities Commission (IOSCO).
- The above is not exhaustive, provided that the fund management activities are run and managed by suitably qualified and experienced individuals, Labuan FSA would also consider other factors in assessing the application for Labuan fund manager.
Upon receiving of approval from Labuan FSA, the applicant is required to establish a Labuan company incorporated or registered under Labuan Companies Act 1990 (LCA).
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Application Requirement
Provide a business plan covering the business intentions, types of services to be provided, target market, three years revenue projections and manpower, including the equity structure of company in regard to the percentage of shareholding.
The applicant, proposed directors and principal officer including any other relevant person are fit and proper persons as per the Guidelines on Fit and Proper Person issued by Labuan FSA.
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Operational Requirements
The Labuan fund manager must maintain a paid-up capital unimpaired by losses of at least RM300,000 equivalent in any foreign currency throughout its operations. Where the Labuan fund manager has Asset Under Management (AUM) of more than RM150 million, it must maintain additional capital equivalent to 0.2% of the AUM in excess of RM150 million.
Maintain a professional indemnity insurance policy with coverage of not less than RM1 million or its equivalent in any foreign currency throughout its operations.
Ensure that the shareholder(s), directors, principal officer, representative including any other relevant person meet the requirement of the Guidelines on Fit and Proper Person issued by Labuan FSA.
Maintain a registered office in Labuan and ensure that the business must be carried on in, from or through Labuan.
Ensure the compliance of the duties of a Labuan fund manager including segregation of client’s assets as stipulated under Division 4, Part III of LFSSA and Chapter 4, Part IV of LIFSSA.
Establish an adequate internal policies and procedures for its operations, compliances, corporate governance and risk management, including its business continuity plan. These have to be regularly reviewed to ensure that they remain appropriate, relevant and prudent.
Conduct its business with due diligence and sound principles, maintain adequate and proper records and books of accounts in Labuan and indicate clearly its name and license or registration numbers on its letterhead, stationery and other documents.
Appoint an approved auditor to carry out an annual audit of its accounts.
Appointment of qualified person to its internal Shariah advisory board for Labuan fund manager undertaking Islamic fund management activities.
Obtain prior approval from Labuan FSA for:
（A）Changes of its identity, place of business or office in or outside Labuan, ownership and shareholding of the fund manager.
（B）Appointment of director(s) and shareholder(s).
Notify Labuan FSA in writing for:
（A）Any amendment or alteration to any of its constituent documents within thirty (30) days of the changes being affected including the business plan.
（B）Appointment of internal Shariah advisory board within 30 days of changes being affected for Labuan fund manager undertaking Islamic fund management activities.
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Submission of audited financial statements and other statistics/information to Labuan FSA.
Comply with relevant directive, guidelines and reporting requirements issued by Labuan FSA from time to time as well as the relevant laws and regulations of the jurisdictions where it intends to operate
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Market Conduct and Practices
The Labuan fund manager shall adhere with the following requirements to promote market integrity and investors’ confidence.
Integrity and fair dealing
（A）Conduct its business with integrity and fair dealing to avoid misleading and deceptive acts or representation.
（B）Conduct its business in a manner that promotes a fair and orderly market.
（C）Avoid any conflict of interest arising or, where a conflict arises, should ensure just treatment to all their clients by disclosure, internal rules on confidentiality or other accepted practices as deem fit.
Skills, care and diligence
（A）Conduct its business with due care, skill and diligence.
（B）Act competently and diligently in regard to all transactions between themselves and their clients.
（C）Demonstrate that the advice provided, or exercise of discretion, are appropriate for the clients.
Acting in client’s interest
（A）Act in the best interest of its clients and must not jeopardise or prejudice clients’ interests.
（B）Provide relevant information to its clients in a manner that is fair, accurate and timely.
Complaints
（A）Have procedures in place, to deal with clients’ complaints effectively and fairly through a simple and equitable process. These procedures should be well disclosed and easily accessible.
（B）Details of the complaints, responses and any action taken must be recorded and maintained by Labuan fund manager.
Compliance
（A）Establish proper compliance function pursuant to the Guidelines on Compliance Function for Labuan Licensed Entities issued by Labuan FSA to ensure its business complies with the relevant directive, guidelines and reporting requirements issued by Labuan FSA from time to time.
（B）)Ensure compliance with the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 and Guidelines on Anti-Money Laundering and Counter Financing of Terrorism which is relevant to Labuan IBFC.
（C）Ensure proper policies and procedures are in place to ensure a sound compliance framework which safeguards clients’ interests.
（D）Take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management and supervisory system.
Annual License Fee
The annual license fee payable for Labuan fund manager is USD 1,500 upon the grant of licence. The subsequent payment of annual licence fee is payable not later than 15 January of each year.
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FUND ADMINISTRATOR LICENSE
A fund administrator means a person who provides a mutual fund with administrative services or facilities only or with accounting services.
Application Requirements
The following persons or entities may carry on business as a fund administrator of a public fund:
- A person who is and continues to be a qualified and authorised fund administrator of mutual funds, under the laws of any recognised country or jurisdiction and has received written permission from Labuan FSA to carry on business as a fund administrator of public funds.
- A bank licensee.
- A Labuan trust company.
- A securities licensee under Part IV of the Labuan Financial Services and Securities Act 2010.
- A management company licensed under Part VIII of the Labuan Financial Service and Securities Act 2010.
Annual License Fee
The annual license fee payable for Labuan fund manager is USD 600 upon the grant of licence. The subsequent payment of annual licence fee is payable not later than 15 January of each year.