The Namibia Financial Institutions Supervisory Authority has published a broad package of standards under the Financial Institutions and Markets Act, 2021 for collective investment schemes, effective on publication in the Gazette. The standards set conduct, governance, prudential and operational requirements for collective investment scheme managers, their representatives, trustees and custodians, foreign scheme operators and nominee companies. In substance, the package defines what investors must be told before investing, how schemes may be administered and restructured, what assets portfolios may hold and on what limits, how net asset value and fair value must be determined, which deductions may be taken from portfolios, and how key market participants must apply for registration or approval. The investor protection measures require managers and representatives to provide written plain-language information before an initial transaction with an individual investor, including investment and redemption terms, portfolio expenses and investor charges, risk, performance, benchmarks, top 10 holdings, net asset value and key warnings on volatility and past performance. For foreign collective investment schemes, additional information must cover matters such as denomination currency, currency risk, withholding tax, custody and voting rights. The package also introduces approval and consent rules for mergers, transfers and reorganisations, generally requiring prior written approval from NAMFISA and investor consent thresholds of 51% by value, with notice to investors at least 30 business days before the effective date and safeguards on investor value, creditor rights and fair treatment. On portfolio construction and operations, the standards prescribe detailed limits for equity, non-equity and money market instruments, feeder funds and fund of funds, restrict leverage, require at least 5% liquid assets in money market portfolios, set a minimum portfolio value of N$500,000, require manager co-investment of at least 10% of market value or N$1,000,000 in each portfolio, impose minimum investment periods of five years for participation bond schemes and seven years for unlisted securities schemes, and require trustees and custodians to maintain at least N$5,000,000 in minimum capital and non-distributable reserves. Governance rules require board-led oversight, an independent chairperson, one-third independent directors, risk management and control arrangements, conflict management, and written voting policies for assets carrying voting rights. The standards also prescribe application forms and certificate formats for registration or approval of managers, trustees, custodians and nominee companies, and set due diligence expectations for managers investing in foreign securities, including approved foreign exchanges. A transitional measure allows managers to retain holdings above new limits for up to 12 months where those holdings would have complied with the previous Unit Trusts Control Act regime.

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