Investment Managers

About

  • Investment Managers are registered and regulated in terms of the Determination of Conditions (“the Conditions”), made in terms of section 4(1)(f) of the Stock Exchanges Control Act , Act No. 1 of 1985 (“the Act”).

    In terms of the Conditions, an “investment manager” is a company that is in the business of administering investments, approved under section 4(1)(f) of the Act, and meets the requirements of the conditions.

    For the purposes of this definition, “administration of investments” means -
    1. the buying, selling, or otherwise dealing with investments on behalf of another person;
    2. an offer or agreement regarding the buying, selling, or dealing with investments on behalf of another person, irrespective of whether an investment manager is required to exercise his or her discretion;
    3. the giving of securities advice in relation to the buying, selling or otherwise dealing in securities;
    4. the implementation on behalf of another person of a decision to buy, sell or deal with investments,but does not include –
      • the giving of advice on the merits of such transactions without receiving funds or assets from a client; or
      • the performance of the functions of a company or institution which is registered as trustee under the Unit Trusts Control Act and which manages and administers investments and investment management has a corresponding meaning.
Application Process

Registration Process

  • To submit any applications to NAMFISA, an applicant must:
    1. Apply to create a profile on NAMFISA Online
    2. Apply to reserve the proposed entity name
  • Complete the Application for Registration Form on NAMFISA Online (ERS)
  • Once the applicant’s profile has been created, they will be granted access to an Application for Registration Form on NAMFISA Online (ERS).

    This online form must be fully completed and submitted.

    NB: If submitted successfully, the status of the form will change to “pending approval”.
  • Submit the hard copy application form and all the supporting documents to NAMFISA
  • Once the Applicant for Registration Form is successfully submitted on NAMFISA Online (ERS), the applicant must submit the hard copy application form and all the supporting documents to NAMFISA.

Application Requirements

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Online Form
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The Application Form should be accompanied by the documents listed in checklist in the application form.

Separate copies of the Legal Persons (LP) Fit and Proper (FAP) Statement must be submitted on behalf of the applicant, and every corporate entity or trust:

  1. Controlling the applicant (including joint control)
  2. Directly or indirectly holding 20% or more of the ownership interest or voting rights in the applicant

The statement must be completed by an authorised representative of the legal person.

The statement must be initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia), together with certified supporting documents evidencing all information provided in the statement, including:

  1. If the entity is a corporate entity or trust – original certified copies of the entity’s Certificate of Incorporation, Memorandum of Association and Articles of Association or Founding Statement or Trust Deed and/or any other instrument constituting or defining the constitution of the entity/trust
  2. Original certified copies of documents disclosing and providing Proof of the Source of Funds that will be used as the start-up capital or to otherwise fund the applicant

The Natural Persons NP Fit and Proper FAP Statement is to be completed by all natural persons:

  1. Directly or indirectly holding 20% or more of the ownership interest in the applicant
  2. Directly or indirectly controlling the applicant
  3. Appointed/proposed to be appointed as a director, chief executive officer, portfolio manager or compliance officer of the applicant
  4. Appointed as a director or trustee of any entity directly or indirectly holding 20% of more of the ownership interest in the applicant
  5. Who are trust beneficiaries of any trust directly or indirectly holding 20% of more of the ownership interest in the applicant

The statement must be initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia), together with certified supporting documents evidencing all information provided in the statement, including the person’s:

  1. Up-to-date Curriculum Vitae
  2. Original certified copy of Identity Document/Passport
  3. Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
  4. Original certified copies of Academic Qualifications
  5. Original certified copies of Reference Letters or Certificates/Letters of Service
  6. Signed Declaration of Interests

In terms of the Financial Intelligence Act, 2012 (Act No. 13 of 2012) (FIA), NAMFISA has an obligation to supervise, monitor, and enforce compliance with the provisions of FIA in respect of all Accountable Institutions (AIs) supervised by it.

In light of the above and in addition to the submission of the LP & NP FAP Requirements Forms and Proof of Source of Funds (and the supporting documents), the following should be complied with when applying for registration:

  1. Compliance Officer Appointment: Appoint a Compliance Officer, who will act as the primary point of contact for all regulatory and anti-money laundering compliance matters;
  2. Financial Intelligence Center (FIC) Registration Form: Complete and submit the Financial Intelligence Centre (FIC) Registration Form as part of the application for registration;
  3. FIA Compliance Program: Submit a FIA Compliance Program as part of the application for registration, ensuring alignment with the latest guidelines.
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    An investment manager may not change the name under which it conducts business, without the prior written consent of the Registrar.

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Original certified copies of Form CM9 and Form CM26
    3. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Name” Form
    4. Submit the hard copy application form and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na
    5. Return the original licence in old name upon collection of new licence (if the original licence has been lost, a police declaration to that effect must be submitted)

    An investment manager must inform NAMFISA should the address of its principal office change.

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Original certified copy of the Certificate of Fitness and Registration as issued by the relevant local authority
    3. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Society Details” Form
    4. Submit the hard copy application form and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na

    An investment manager must inform NAMFISA should its contact details or that of its directors, chief executive officer, portfolio manager, compliance officer or auditor change.

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form (the contact details of a director must be updated by completing and submitting a “Add/Remove/Update Director” Form; that of a portfolio manager by completing and submitting a “Add/Remove/Update Portfolio Manager” Form; and that of a compliance officer by completing and submitting a “Add/Remove/Update Compliance Officer” Form)
    3. Submit the hard copy application form and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form
    3. Submit the hard copy application form and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na

    An investment manager may not change its directors without prior written approval of the Registrar.

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Natural Persons NP Fit and Proper FAP Statement initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia)
    3. Up-to-date Curriculum Vitae
    4. Original certified copy of Identity Document/Passport
    5. Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
    6. Original certified copies of Academic Qualifications
    7. Original certified copies of Reference Letters or Certificates/Letters of Service
    8. Signed Declaration of Interests
    9. Original certified copies of Form CM27
    10. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Add/Remove/Update Director” Form where the above-mentioned documentation must be uploaded
    11. Submit the hard copy application and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na
    12. Effect the necessary change of directors with BIPA and submit an updated Form CM29 to NAMFISA
    1. If an investment manager appoints a portfolio manager, the investment manager must by written application seek the approval of the Registrar on behalf of the portfolio manager so appointed, within 30 days of such appointment.
    2. If an investment manager seeks withdrawal of approval of an existing portfolio manager, the investment manager must in writing notify the Registrar of the withdrawal within 30 days of such occurrence.
    3. A person appointed as a portfolio manager must possess as a minimum, one or more of the qualifications and the corresponding experience set out in Annexure D-1 of the Conditions:
    QUALIFICATIONEXPERIENCE
    A business degree (Finance, Commerce, Accounting, Economics or related business qualification) from an accredited university3 years Industry related experience at middle management.
    Matric with Commercial or Business related subjects (mathematics, economics, accounting and computer science or any other business subject)10 years Industry related experience.
    Chartered Financial Analyst1 year Industry related experience.
    Other qualifications to be evaluated by the Registrar on a case by case basisDetermined by Registrar on a case by case basis

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Natural Persons NP Fit and Proper FAP Statement initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia)
    3. Up-to-date Curriculum Vitae
    4. Original certified copy of Identity Document/Passport
    5. Original certified copy of Proof of Lawful Residence in Namibia (if not a Namibian citizen)
    6. If not a Namibian, a Letter Stating the Exceptional Circumstance that exist that justify the appointment of a non-Namibian
    7. Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
    8. Original certified copies of Academic Qualifications
    9. Original certified copies of Reference Letters or Certificates/Letters of Service confirming that the required period of relevant experience has been completed satisfactorily
    10. Signed Declaration of Interests
    11. Effect the change on NAMFISA Online ERS by completing and submitting a “Add/Remove/Update Portfolio Manager” Form where the above-mentioned documentation must be uploaded
    12. Submit the hard copy application and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na

    An investment manager must appoint a compliance officer or designate one of its senior employees with no investment functions as a compliance officer.

    If a compliance officer vacates his or her office, an investment manager concerned must, within 60 days after that has occurred, or any such period as may be determined from time to time by the Registrar through a written notice, appoint or designate a new compliance officer and inform the Registrar in writing of the reasons why the compliance officer has vacated office and the name of the new compliance officer.

    Requirements:

    1. Letter notifying NAMFISA of the change and reasons why the compliance officer vacated office
    2. Natural Persons NP Fit and Proper FAP Statement initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia)
    3. Up-to-date Curriculum Vitae
    4. Original certified copy of Identity Document/Passport
    5. Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
    6. Original certified copies of Academic Qualifications
    7. Original certified copies of Reference Letters or Certificates/Letters of Service
    8. Signed Declaration of Interests
    9. Effect the change on NAMFISA Online ERS by completing and submitting a “Add/Remove/Update Compliance Officer” Form where the above-mentioned documentation must be uploaded
    10. Submit the hard copy application and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na

    An investment manager must appoint and at all times have an independent auditor or a firm of auditors.

    If an auditor resigns or the appointment of an auditor is terminated by an investment manager –

    1. the investment manager concerned must immediately notify the Registrar in writing and submit to the Registrar a written statement of the reasons for the termination or in the opinion of the investment manager the reasons for the resignation; and
    2. the auditor must immediately submit a written statement to the Registrar of the reasons for the resignation or in the opinion of the auditor, the reasons for the termination, stating any matter relating to the affairs of the investment manager of which the auditor became aware of in the performance of the duties.

    Requirements:

    1. Letter from the investment manager notifying NAMFISA of the change and the reasons for the termination/resignation
    2. Letter from the auditor informing NAMFISA of the reasons for the termination/resignation stating any matter relating to the affairs of the investment manager of which the auditor became aware of in the performance of the duties
    3. Original certified copy of Form CM 29 – Contents of Register of Directors, Auditors and Officers
    4. Original certified copy of Form CM 31 – Notice of, Consent to Appointment , Change of Name, or Resignation by Auditor or removal of Auditor
    5. Letter from new auditor accepting the appointment
    6. Original certified copy of the valid Good Standing letter of the new auditors from the Public Accountants’ and Auditors’ Board (PAAB)
    7. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form, where the above-mentioned documentation must be uploaded
    8. Submit the hard copy application and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na
    An investment manager may not effect a change in its owners, members or shareholders or transfer its control to another person without the prior written approval of the Registrar. Requirements:
    1. Letter detailing proposed change in shareholding/control
    2. Board resolution/s in respect of the change in shareholding
    3. Current organogram
    4. Proposed organogram (depicting the complete structure of the group, including: the extent of interest held by the different shareholders in the group and sufficient information to enable NAMFISA to identify the ultimate beneficial owners as defined in the Financial Intelligence Act
    5. Copy of the signed Sale/Transfer of Shares Agreement
    6. Documentary Proof of the Source of Funds used to acquire the shareholding / additional shares in the entity. The proof should include the activities conducted to earn the funds used to acquire the shareholding (i.e., latest audited financial statements (where shareholding is acquired by a legal person) as well as the bank statements clearly reflecting the transfer of funds to the sale of shares beneficiaries (previous holders of the shares), amongst others)
    7. If the new shareholder is a natural person:
      • Natural Persons NP Fit and Proper FAP Statement
      • Original certified copy of Identity Document/Passport
      • Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
      • Up-to-date Curriculum Vitae
      • Signed Declaration of Interests
    8. If the new shareholder is a legal person:
    9. For every corporate entity or trust directly or indirectly controlling (including jointly) or holding 20% or more of the ownership interest or voting rights in the applicant:
      • Legal Persons (LP) Fit and Proper (FAP) Statement (Investment Manager)
      • Original certified copies of the entity’s Certificate of Incorporation, Memorandum of Association and Articles of Association or Founding Statement or Trust Deed and/or any other instrument constituting or defining the constitution of the corporate entity/trust
      • Share Certificates / Trust Certificates
    11. For every corporate entity or trust directly or indirectly controlling (including jointly) or holding 20% or more of the ownership interest or voting rights in the applicant:
      • Legal Persons (LP) Fit and Proper (FAP) Statement
      • Original certified copies of the entity’s Certificate of Incorporation, Memorandum of Association and Articles of Association or Founding Statement or Trust Deed and/or any other instrument constituting or defining the constitution of the corporate entity/trust
      • Share Certificates / Trust Certificates
    12. For every natural person directly or indirectly holding 20% or more of the ownership interest in the applicant / directly or indirectly controlling the applicant / appointed as a director or trustee of any entity directly or indirectly holding 20% of more of the ownership interest in the applicant / who are trust beneficiaries of any trust directly or indirectly holding 20% of more of the ownership interest in the applicant:
      • Natural Persons NP Fit and Proper FAP Statement
      • Original certified copy of Identity Document/Passport
      • Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
      • Up-to-date Curriculum Vitae
      • Signed Declaration of Interests
    13. Effect the change on NAMFISA Online ERS, where the above-mentioned documentation must be uploaded
    14. Submit the hard copy application and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na
    • An investment manager must immediately notify the Registrar in writing if it intends to cease conducting business or if its business is to be wound up or liquidated.
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