ASSET MANAGEMENT ACT (CHAPTER 24:26)

CHAPTER 24:26

ASSET MANAGEMENT ACT

Act 15/2004

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY Section

3. Meaning of “business of asset management”.

PART II

REGISTRATION OF ASSET MANAGERS

4. Registrar of Asset Managers and other officers.
5. Asset managers to be registered.
6. Register of asset managers.
7. Business plan of applicant asset manager.

PART III

CONDUCT OF ASSET MANAGERS

8. Officers of asset managers.
9. Disqualification for appointment as officer of asset manager.
10. Complaints to asset managers by clients.
11. Responsibility of officers for fraudulent conduct of business of asset manager.

PART IV

FINANCIAL MATTERS

12. Registrar may require certain property of asset managers to be invested in prescribed investments.
13. Appointment, duties and powers of auditors of asset managers.
14. Accounts, financial statements and returns.

PART V

AMALGAMATION, TRANSFER AND DEREGISTRATION OFASSET MANAGERS

15. Amalgamations and transfers of asset managers.
16. Cancellation or variation of registration of asset managers.
17. Enforcement of conditions of registration in lieu of cancellation.

PART VI

GENERAL

18. Appointment and powers of inspectors.
20. Complaints referred to the Registrar.
21. Codes of practice.
22. False statements, etc.
23. Destination of certain moneys paid in terms of this Act.

AN ACT to regulate and control the business of asset management in Zimbabwe; to provide for the appointment and functions of a Registrar of Asset Managers and other officers; and to provide for matters connected therewith or incidental thereto.

[Date of commencement: 17th September, 2004.]

PART I

PRELIMINARY

1    Title

This Act may be cited as the Asset Management Act [Chapter 24:26].

                       2    Interpretation

(1) In this Act

“asset manager” means a person who carries on the business of asset management;

“business of asset management” has the meaning given to it in section three;

“certificate of registration” means a certificate of registration as an asset manager issued in terms of subsection (3) of section five;

“client” means a person on whose behalf an asset manager, in pursuance of his or her business of asset management, invests property;

“collective investment scheme” means a collective investment scheme as defined in section 3 of the Collective Investment Schemes Act, 1997, and includes an external scheme, internal scheme and professional scheme as defined in section 2 of that Act;

“fit and proper person” means a person not disqualified to be appointed or employed as a director or principal officer of an asset manager in terms of section nine;

“invest”, in relation to investing property, includes

• participate in the primary issue of Zimbabwe Government or other stocks and bonds;
• convert such property into a form that is capable of being invested in the money market or a recognised stock exchange;
• underwrite the issue of any stocks and shares;

"Minister" means the Minister of Finance and Economic Development or any other Minister to whom the President may from time to time assign the administration of this Act;

“money market” means the market consisting of the Reserve Bank and registered banking institutions in which offers to buy, sell or exchange cheques, bills of exchange, certificates of deposit, Zimbabwe Government or other stocks and bonds and other monetary instruments are made and accepted;

“officer” means a member of the board of an asset manager or principal officer;

“prescribe” means, unless otherwise specified, prescribe by notice in the Gazette;

“principal officer” means the person principally responsible for managing the operations and property of the asset manager;

“property” means currency and all other real or personal property of every description, whether situated in Zimbabwe or elsewhere, or tangible or intangible, and includes any interest in such property;

“recognised stock exchange” means the Zimbabwe Stock Exchange and such other stock exchange as the Minister may prescribe;

“Registrar” means the Registrar of Asset Managers appointed in terms of section four;

“Reserve Bank” means the Reserve Bank of Zimbabwe referred to in section 4 of the Reserve Bank of Zimbabwe Act [Chapter 22:15].

(2) A reference in this Act to a male or female person includes, where appropriate, a corporate body.

                       3    Meaning of “business of asset management”

(1) Subject to subsection (2), a person carries on the business of asset management if he or she, on behalf of one or more clients, invests the property of such client or clients in any one or more of the following ways

• in the money market; or
• in a recognised stock exchange; or
• by purchasing immovable property, motor vehicles or other valuable property for resale within any period of twelve months; with a view to securing a profit for such client or clients, whether the investment is made pursuant to a trust deed or any other written or verbal agreement, and whether or not the property of any client is pooled with that of any other client.

(2) The following are not considered to carry on the business of asset management for the purposes of this Act

• a person
  • licensed as a manager or trustee of a collective investment scheme in terms of the Collective Investment Schemes Act, 1997;
  • a person exempted from registration as a collective investment scheme in terms of the Collective Investment Schemes Act, 1997:

Provided that, to the extent that a person who is so licensed or exempted invests on behalf of one or more other persons property other than that which is pooled in a collective investment scheme, or property other than that qualifying for an exemption in terms of the Collective Investment Schemes Act, 1997, such person shall be considered to carry on the business of asset management for the purposes of this Act;

• a person registered as a estate agent, legal practitioner or public accountant in terms of any law providing for the registration of such persons, who invests property on behalf of any client of his or her professional services
  • as an incident of, or in conjunction with, the ordinary professional services that the estate agent, legal practitioner or public accountant provides to his or her client; and
  • without pooling the property of the client with that of any other client, except in terms of an agreement entered into between the clients concerned:

Provided that not more than five clients shall be associated together for the purposes of any such agreement;

• a person the value of whose portfolio of property for investment on behalf of one or more other persons averages less than ten million dollars per year;
• a person who is a trustee or administrator of a pension fund registered in terms of the Pension and Provident Funds Act [Chapter 24:09]:

Provided that to the extent that such person invests property on behalf of one or more other persons other than property of the pension or provident fund, such person shall be considered to carry on the business of asset management for the purposes of this Act;

• a person which is registered
  • as a banking institution in terms of the Banking Act [Chapter 24:20]; or
  • as a building society in terms of the Building Societies Act [Chapter 24:02]; or (iii) as an insurer in terms of the Insurance Act [Chapter 24:07]:

Provided that if a person so registered invests property on behalf of one or more other persons through a subsidiary company, division or unit the accounts of which are not audited as part of the accounts of the primary banking institution, building society or insurer, such person shall be considered to carry on the business of asset management for the purposes of this Act. PART II

REGISTRATION OF ASSET MANAGERS

                       4    Registrar of Asset Managers and other officers

• There shall be a Registrar of Asset Managers and such other officers as may be necessary for the proper administration of this Act, who shall be employees of the Reserve Bank appointed in terms of section 46 of the Reserve Bank of Zimbabwe Act [Chapter 22:15].
• The Registrar shall be responsible for registering asset managers and cancelling their registration, and performing such other functions as are conferred or imposed upon him or her by or in terms of this Act or any other enactment.
• Subject to the directions of the Registrar, the other officers referred to in subsection (1) shall perform such of the Registrar’s functions as the Registrar may assign to them.

                       5    Asset managers to be registered

(1) Subject to this section, no person shall carry on the business of asset management unless the person (a) is incorporated as a private or public company in terms of the Companies Act [Chapter 24:03]; and

(b) in the case of

(i) a person who carried on the business of asset management before the 17th September, 2004, is registered in terms of Statutory Instrument 16 of 2004 on or before the 31st January, 2004; (ii) a person who wishes to carry on the business of asset management after the 17th September, 2004, is registered in terms of this Act before commencing the business.

• Any person who wishes to carry on the business of asset management shall submit to the Registrar an application therefor in the form provided by the Reserve Bank for the purpose, together with the prescribed registration fee, a business plan, a copy of the memorandum and articles of association of the applicant and such other documents or information as may be prescribed or as the Registrar may reasonably require.
• If the Registrar is satisfied that
• the person wishing to be registered as an asset manager is a fit and proper person to carry on the business of asset management; and
• every shareholder of the asset manager, and every person proposed as a director of the asset manager, and as the principal officer of the asset manager, is a fit and proper person to hold the office concerned; and
• the asset manager has a minimum paid-up share capital of the prescribed amount; and
• the name under which the asset manager proposes to operate is not a name
  • which has already been registered; or