The Capital Markets (Collective Investments Schemes) Regulations, 2023

Section 5. Investment companies Section A collective investment scheme ("a collective investment scheme;") that is an investment company shall be established by Articles of Association that shall provide for the matters specified in part I of the Second Schedule.

Section 6. Unit trusts Section A collective investment scheme ("a collective investment scheme;") that is a unit ("a participatory interest;") trust shall be established by a Trust Deed that shall provide for the matters specified in part II of the Second Schedule.

Section 7. Partnerships Section 7(1) A collective investment scheme ("a collective investment scheme;") that is a partnership shall be established by a Partnership agreement that shall provide for the matters specified in part III of the Second Schedule. Section 7(2) A collective investment scheme ("a collective investment scheme;") that is a partnership shall only be established as a limited liability partnership.

Section 8. Inspection offormation documents Section A fund manager shall make the formation documents available for inspection free of charge to any participant ("the holder of a participatory interest;") at all times during ordinary office hours at the registered office of the fund manager.

Section 9. Additional provisions applicable to theformation documents Section 9(1) The formation documents shall not include any provision which is unfairly prejudicial to the interests of participants generally or to the holders of any class of participants. Section 9(2) The formation documents may provide that, where the holding of any participatory interests by a participant ("the holder of a participatory interest;") is or is reasonably considered by the fund manager an infringement of any law or governmental regulation, the participatory interests so held shall be redeemed or cancelled and, if the incorporation documents contain such a provision, it shall also provide the procedure for that redemption or cancellation.

Section 10. Application for approval Section 10(1)(a) the scheme ("a collective investment scheme;") ’s formation documents prescribed in the Second Schedule; Section 10(1)(b) the information memorandum; Section 10(1)(c) the name of the fund manager, particulars of the directors of the fund manager or investment company as specified in subregulation (2) ; Section 10(1)(d) the corporate name and registered principal office of the fund manager, trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") , where applicable, and custodian ("an entity licensed by the Authority to hold in custody funds, securities, financial instruments, or documents of title to assets registered in the name of participants of assets under management;") of the scheme ("a collective investment scheme;") ; Section 10(1)(e) a risk management policy as set out in the Fifth Schedule; and Section 10(1)(f) such additional information as may be required by the Authority. Section 10(2)(a) in the case of an...

Section 11. Application fees Section Every application shall be accompanied by such fee as may be prescribed in the Seventh Schedule.

Section 12. Criteria for approval Section 12(1)(a) a fund manager who shall be independent of the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") and custodian ("an entity licensed by the Authority to hold in custody funds, securities, financial instruments, or documents of title to assets registered in the name of participants of assets under management;") ; Section 12(1)(a)(i) a fund manager who shall be independent of the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") and custodian ("an entity licensed by the Authority to hold in custody funds, securities, financial instruments, or documents of title to assets registered in the name of participants of assets under management;") ; Section 12(1)(a)(ii) a trustee ("the person holding title to...

Section 13. Naming of funds Section 13(1) The fund manager shall ensure that the name of the collective investment scheme ("a collective investment scheme;") is not undesirable or misleading. Section 13(2) The scheme ("a collective investment scheme;") shall ensure that the name of the scheme ("a collective investment scheme;") includes the specific generic name relevant to the fund. Section 13(3) A special fund shall include the word "special" in the name of the fund and describe the characteristics of the constituent assets of the fund.

Section 14. Qualification to be approved as anumbrella fund Section A collective investment scheme ("a collective investment scheme;") does not qualify to be approved as an umbrella fund ("a scheme which provides for the contributions of participants to be pooled in separate sub funds, whether or not participants in separate sub funds are entitled to exchange rights in one sub fund for rights in another;") unless each constituent part of the scheme ("a collective investment scheme;") would, if that constituent part was the subject of a separate application for approval, qualify for separate approval.

Section 15. Approval Section 15(1) The Authority may, on being satisfied that an application duly made in accordance with regulation 10 meets the criteria for approval and any other relevant requirements as may be required by the Authority, approve the applicant to operate as a collective investment scheme ("a collective investment scheme;") . Section 15(2) The Authority shall process the application for approval within sixty days after the applicant submits a complete application to the satisfaction of the Authority. Section 15(3) The Authority may, in approving a scheme ("a collective investment scheme;") under subregulation (1) , impose such conditions as it may consider necessary.

Section 16. Refusal of approval Section 16(1) Where the Authority intends to reject an application under regulation 10 , it shall give the applicant written notice of its intention to do so, stating the reasons for the intended rejection. Section 16(2) A person on whom a notice is served under subregulation (1) may, within twenty-one days after service, make written or oral representations to the Authority regarding the intended rejection of the application. Section 16(3) In making its decision, the Authority shall have regard to any representations made in accordance with subregulation (2) in determining whether to reject the application.

Section 17. Annual fees Section An approved collective investment scheme ("a collective investment scheme;") shall pay an annual fee as set out in the Seventh Schedule.

Section 18. Amendment of incorporation documents Section Once a collective investment scheme ("a collective investment scheme;") has been approved, no amendments may be made to the formation documents without the Authority’s approval.

Section 19. Conduct of Business Regulations Section All fund managers, trustees, and custodians shall, in addition to these Regulations, observe the requirements of the Capital Markets (Conduct of Business)(Market Intermediaries) Regulations (L.N 145/2011).

Section 20. Prohibition of pooling of funds from thepublic Section A collective investment scheme ("a collective investment scheme;") shall not pool funds from the public or a section of the public unless it has been approved by the Authority.

Section 21. Information memorandum Section The information memorandum shall, in addition to any other applicable provision of these Regulations, comply with the requirements of the Third Schedule.

Section 22. Key Investor Information Document Section 22(1) A fund manager shall, for each scheme ("a collective investment scheme;") that it manages, draw up a key information document for investors that shall contain the information set out in the Fourth Schedule. Section 22(2) The key information document shall be approved by the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") and filed with the Authority. Section 22(3) The words "key investor ("a holder or prospective holder of participatory interests in a collective investment scheme;") information" shall be clearly stated in that document. Section 22(4) An up-to-date version of the key investor ("a holder or prospective holder of participatory interests in a collective investment scheme;") information shall be made available in an accessible medium and on the website of the fund manager. Section 22(5) The fund manager shall send key investor ("a holder or prospective holder of participatory interests in a c...

Section 23. Public availability ofscheme documents Section 23(1) The fund manager and the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") , where applicable, shall each make accessible the information memorandum for inspection by any member of the public during ordinary office hours at the principal place of business of the fund manager and trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") . Section 23(2) The information memorandum to be made available under this regulation shall be in the English language.

Section 24. Alterations Section 24(1) The fund manager shall submit any proposed material alteration to the scheme ("a collective investment scheme;") or scheme documents ("the incorporation documents and information memorandum;") to the Authority for prior approval. Section 24(2) The Authority shall determine whether holders shall be notified of the alterations to the scheme documents ("the incorporation documents and information memorandum;") and the period of notice, if any, to be applied before the changes are to take place. Section 24(3) The notice period referred to in subregulation (2) shall not exceed three months unless the Authority otherwise determines subject to the merits of the case. Section 24(4)(a) is necessary to enable compliance with fiscal and statutory requirements; Section 24(4)(b) does not materially prejudice the holders’ interests; Section 24(4)(c) does not, to any material extent, release the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;...

Section 25. Revision of information memorandum Section 25(1) An information memorandum shall be reviewed at least once in every two years and such review shall take account of any change or new matter other than a matter which reasonably appears to the fund manager to be insignificant. Section 25(2) Notwithstanding subregulation (1) , the information memorandum shall be reviewed upon the occurrence of any material change in the matters stated in the memorandum or upon the occurrence of any new material information which ought to be disclosed in the memorandum.

Section 26. Restriction of business Section 26(1)(a) entering into transactions of any specified kind, or entering into those transactions except in specified circumstances or to a specified extent; Section 26(1)(b) soliciting business from persons of a specified kind or otherwise; or Section 26(1)(c) carrying on business in a specified manner or otherwise than in a specified manner. Section 26(2) A prohibition under this regulation may relate to transactions entered in connection with or for the purposes of a collective investment scheme ("a collective investment scheme;") or to other business carried on in connection with or for the purposes of such a scheme ("a collective investment scheme;") .

Section 27. Restriction on dealing with assets Section 27(1) The Authority may prohibit an approved scheme ("a collective investment scheme;") from disposing of or otherwise dealing with any assets, or any specified assets, of the scheme ("a collective investment scheme;") or, as the case may be, the scheme ("a collective investment scheme;") ’s appointed representative, in any specified manner or otherwise than in a specified manner. Section 27(2) A prohibition under this regulation may relate to assets outside Kenya.

Section 28. Avoidance of exclusion clauses Section Any provision of the scheme documents ("the incorporation documents and information memorandum;") of a collective investment scheme ("a collective investment scheme;") shall be void insofar as it would have the effect of exempting the fund manager, trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") or custodian ("an entity licensed by the Authority to hold in custody funds, securities, financial instruments, or documents of title to assets registered in the name of participants of assets under management;") from liability for any failure to exercise due care and diligence in the discharge of its functions in respect of the scheme ("a collective investment scheme;") .

Section 29. Participatory interests Section The interests of the participants in a collective investment scheme ("a collective investment scheme;") shall consist of participatory interests.

Section 110. The register Section 110(1) A fund manager shall be responsible for establishing and maintaining a register of participants in accordance with these Regulations. Section 110(2) The register shall be maintained in a legible form. Section 110(3)(a) the name and address of each participant ("the holder of a participatory interest;") ; Section 110(3)(b) the number of participatory interests of each type held by each such participant ("the holder of a participatory interest;") ; Section 110(3)(c) the date on which the holder was registered in the register in respect of the participatory interests standing in his or her name; Section 110(3)(d) the number of participatory interests of each type for the time being in issue and represented by investment certificates and the numbers of those certificates; and Section 110(3)(e) any other information as the fund manager may deem important. Section 110(4) The fund manager must take all reasonable steps and exercise all due diligence to ensure that the information contained in the register is at all times complete and up to date. Section 110(5) Pursuant to subregulation (4) , the fund manager shall, in particular, take such steps as...

Section 111. The register as evidence of title Section 111(1) The register shall be conclusive evidence as to the persons respectively entitled to the participatory interests entered in it. Section 111(2) No notice of any trust, express, implied or constructive, which may be entered in the register in respect of any participatory interest ("any interest or share, undivided or otherwise, whether called a participatory interest, share,unit or by any other name, and whether the value of such interest,unit or share remains constant or varies from time to time, which may be acquired by an investor in a portfolio;") shall be binding on the fund manager or the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") .

Section 112. Inspection of the register and copies of entries Section 112(1) The register shall be available for inspection by or on behalf of the participants in Kenya at all times during ordinary office hours except that the register may be closed at such times and for such periods, not exceeding 30 days in any one year, as the fund manager may, from time to time, determine. Section 112(2) The fund manager shall supply to a participant ("the holder of a participatory interest;") or its authorized representative at his or her request, a copy of the entries in whatever form on the register, relating to that participant ("the holder of a participatory interest;") . Section 112(3) The fund manager shall state in scheme documents ("the incorporation documents and information memorandum;") , the place and times where the register may be inspected, or authorized copies obtained.

Section 113. Fund Certificates Section On or following the issue of participatory interests and subject to regulation 111 , at any other time, a document recording title to the participatory interests may be issued to the participant ("the holder of a participatory interest;") if, and in such form, as the fund manager decides, having regard to any requirement of these Regulations.

Section 114. Transfer of participatory interests by act of parties Section 114(1) Subject to subregulation (2) , every participant ("the holder of a participatory interest;") shall be entitled to transfer participatory interests held by him or her in respect of which he or she is entered in the register by an instrument of transfer in any usual or common form or in such other lawful form as the fund manager may from time to time approve. Section 114(2)(a) if the number or value of the participatory interests sought to be transferred would result in the participant ("the holder of a participatory interest;") , or the transferee, holding less than any number or value stated in the scheme documents ("the incorporation documents and information memorandum;") as the minimum number to be held; or Section 114(2)(b) if the scheme documents ("the incorporation documents and information memorandum;") contain a limitation upon the categories of persons who may be a participant ("the holder of a participatory interest;") and the transferee is not within one of those categories. Section 114(3) Every instrument of transfer of participatory interests shall be signed by or on behalf of the partici...

Section 115. Transfer of participatory interests by operation of law Section 115(1) Upon the death of any one of the joint holders of any participatory interests, the survivor or survivors shall be the only persons recognised by the fund manager as having any title to or any interest in the participatory interests held by such joint holders. Section 115(2) The executors or administrators of a deceased holder of participatory interests, not being one of two or more joint holders, shall be the only persons recognised by the fund manager as having title to the participatory interests held by the deceased holder. Section 115(3)(a) he or she may, subject to paragraph (b) , upon producing such evidence as to his or her title as the fund manager may properly require, either be registered himself or herself as holder of the participatory interest ("any interest or share, undivided or otherwise, whether called a participatory interest, share,unit or by any other name, and whether the value of such interest,unit or share remains constant or varies from time to time, which may be acquired by an investor in a portfolio;") upon giving to the fund manager notice in writing that he or she so desi...

Section 116. Change of name and address ofparticipant Section 116(1)(a) upon receipt of notice in writing of a change of name and the related legal documentation or change of address of any participant ("the holder of a participatory interest;") ; Section 116(1)(b) upon being satisfied of the change of name or address referred to in paragraph (a) ; and Section 116(1)(c) on compliance with such formalities as the fund manager may require, alter the register accordingly. Section 116(2) Where a certificate has been issued and remains valid and the name of the participant ("the holder of a participatory interest;") is altered in the register, the fund manager shall either issue a new certificate to the participant ("the holder of a participatory interest;") or make an appropriate endorsement on the participant ("the holder of a participatory interest;") ’s existing certificate.

Section 117. Subdivision and consolidation of participatory interests Section 117(1)(a) that each participatory interest ("any interest or share, undivided or otherwise, whether called a participatory interest, share,unit or by any other name, and whether the value of such interest,unit or share remains constant or varies from time to time, which may be acquired by an investor in a portfolio;") shall be subdivided into two or more participatory interests whereupon each participatory interest ("any interest or share, undivided or otherwise, whether called a participatory interest, share,unit or by any other name, and whether the value of such interest,unit or share remains constant or varies from time to time, which may be acquired by an investor in a portfolio;") shall stand subdivided accordingly; or Section 117(1)(b) that two or more participatory interests shall be consolidated whereupon those participatory interests shall stand consolidated. Section 117(2) Upon a subdivision or consolidation of participatory interests, the fund manager shall immediately notify each participant ("the holder of a participatory interest;") entered in the register, of the subdivision or consolidati...

Section 118. Default byparticipant Section the participant ("the holder of a participatory interest;") of any participatory interests defaults in making any payment in money or a transfer of property due to the fund manager, or trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") under these Regulations, or the incorporation documents, in respect of the creation and issue or the re- issue of participatory interests to that participant ("the holder of a participatory interest;") ; and

Section 30. Obligation to appoint atrustee Section 30(1) A collective investment scheme ("a collective investment scheme;") that is constituted as a Trust shall appoint a trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") who shall be responsible for oversight of the scheme ("a collective investment scheme;") . Section 30(2) The appointment of a trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall be evidenced by a written contract.

Section 31. Trustee to be licensed by the Authority Section A person shall not be appointed as a trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") of a collective investment scheme ("a collective investment scheme;") unless such person holds a valid license issued by the Authority.

Section 32. Eligibility to be atrustee Section is a company or such body corporate incorporated, formed or established in Kenya;

Section 33. Requirements for licensing Section certified copy of incorporation documents;

Section 34. Grant of a license Section 34(1) The Authority shall, if satisfied that the applicant has met all the requirements for grant of a licence and upon payment of the fees set out in the Seventh Schedule, grant a licence to operate as a trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") . Section 34(2) The trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall be required to pay an annual regulatory fee as set out in the Seventh schedule. Section 34(3) A licence granted shall remain valid unless suspended or revoked by the Authority in accordance with section 26 and 26A of the Act.

Section 35. Professional indemnity Section Where a trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") obtains professional indemnity insurance, the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall disclose the nature and extent of the insurance to the Authority at the point of licensing, to the fund manager and to the investors.

Section 36. Duties of thetrustee Section that the scheme ("a collective investment scheme;") is managed by the fund manager in accordance with the scheme documents ("the incorporation documents and information memorandum;") and these Regulations;

Section 37. Trustee to ensure fund manager maintains sufficient records Section 37(1) The trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall ensure that the fund manager maintains accurate and sufficient records and adopts such procedures and methods for the calculation of prices at which participatory interests are issued and redeemed to ensure that those prices are within the limits for the time being prescribed under these Regulations. Section 37(2) Where the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") is at any time not satisfied in respect of any matter specified in subregulation (1) , the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of t...

Section 38. Assets under management Section In the case of a unit ("a participatory interest;") trust, the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall hold the title to the scheme ("a collective investment scheme;") ’s assets under management.

Section 39. Control by thetrusteeof the assets of thescheme Section 39(1)(a) identifiable; and Section 39(1)(b) the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") ’s own assets; Section 39(1)(b)(i) the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") ’s own assets; Section 39(1)(b)(ii) the assets of the fund manager and the fund manager’s related entities; and Section 39(1)(b)(iii) the assets of other collective investment schemes and other clients of the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") . Section 39(2) The rel...

Section 40. Exercise of rights in respect of the assets of thescheme Section 40(1) The trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall take all steps and execute all documents as are necessary to ensure that recommendations properly given to the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") by the fund manager as to the exercise of rights including voting rights attaching to the ownership of assets are carried out. Section 40(2) The trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") may exercise any voting rights conferr...

Section 41. Reuse of assets Section 41(1) The assets entrusted to or held in custody by a trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") or custodian ("an entity licensed by the Authority to hold in custody funds, securities, financial instruments, or documents of title to assets registered in the name of participants of assets under management;") shall not be reused by the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") or custodian ("an entity licensed by the Authority to hold in custody funds, securities, financial instruments, or documents of title to assets registered in the name of participants of assets under management;") , or by any third party to which the custody function has been delegated, for their own account. Section 41(2)(a) t...

Section 42. Reporting obligations Section 42(1) A trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall maintain, administer, record, account and render reports on custodial assets separately and apart from the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") ’s own accounts and those of each and every other customer’s account. Section 42(2) A trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall submit to the Authority within twenty-one days after the end of each period of three months, the compliance status of the scheme ("a...

Section 43. Timely performance of duties Section A trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall efficiently perform the functions and duties conferred upon the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") by these Regulations.

Section 44. Delegation Section A trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") shall not delegate to the fund manager any function of oversight in respect of the fund manager.

Section 45. Conflict of interest Section 45(1)(a) any affected persons; and Section 45(1)(b) the fund manager’s interest and those of the fund manager’s investors. Section 45(2) The fund manager shall, in managing the affairs of the collective investment scheme ("a collective investment scheme;") , treat the interests of all participants as paramount in all matters. Section 45(3)(a) the fund manager; Section 45(3)(b) the trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the board of directors for an investment company or the manager for a Limited Liability Partnership;") ; Section 45(3)(c) custodian ("an entity licensed by the Authority to hold in custody funds, securities, financial instruments, or documents of title to assets registered in the name of participants of assets under management;") ; Section 45(3)(d) any investment adviser; and Section 45(3)(e) any associate of the fund manager, trustee ("the person holding title to the assets of a collective investment scheme on trust for the participants and oversees the operations of the scheme and includes the boar...