Fund Administrator and Approved Foreign Administrator Application Guidelines

Fund Administrator and Approved Foreign Administrator Guidelines for Applicants FINANCIAL SERVICES AUTHORITY Bois De Rose Avenue P.O. Box 991 Victoria Mahé République of Seychelles Tel: +248 4380800 Fax: +248 4380888 Website: www.fsaseychelles.sc Email: enquries@fsaseychelles.sc Version: 15th January 2026

2 Table of Contents

1. INTRODUCTION.....................................................................................................................................3 1.1. Enquiries.....................................................................................................................................3
2. SCOPE OF THE ACT................................................................................................................................3
3. TYPES OF FUND ADMINISTRATOR’S LICENCE .......................................................................................3 3.1. Seychelles Fund Administrator’s Licence...................................................................................4 3.2. Restricted Seychelles fund administrator’s Licence...................................................................4 3.3. Approved Foreign Administrator...............................................................................................4
4. OFFENCES..............................................................................................................................................4
5. APPLICATION AND LICENSING OF FUND ADMINISTRATORS ................................................................4 5.1. Submission of Application..........................................................................................................4 5.2. Application for a Fund Administrator’s Licence.........................................................................4 5.3. Administrative process of license applications..........................................................................6 5.4. Withdrawal of licence applications............................................................................................6
6. GRANTING OF LICENCE .........................................................................................................................7
7. SERVICE STANDARDS ............................................................................................................................7
8. APPLICATION FOR EXEMPTION BY FOREIGN ADMINISTRATORS..........................................................8 8.1. Application requirements ..........................................................................................................8 8.2. Granting of approval ..................................................................................................................8
9. COMPLIANCE OFFICER ..........................................................................................................................9
10. REQUIREMENTS AND DUTIES OF LICENSED FUND ADMINISTRATORS.................................................9
11. CONDITIONS TO A FUND ADMINISTRATOR’S LICENCE.........................................................................9
12. EXEMPTIONS AND CONCESSIONS.........................................................................................................9 12.1. Business Tax Act.........................................................................................................................9
13. ROLE OF THE AUTHORITY....................................................................................................................10 Appendix 1.................................................................................................................................................11 Appendix 2.................................................................................................................................................13

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1. INTRODUCTION These guidelines have been prepared by the Financial Services Authority (“the Authority”) to provide assistance in matters pertaining to the application and licensing of Fund Administrators under the Mutual Fund and Hedge Fund Act, 2008 (“the Act”). These guidelines also provide a summary of the Act; thus it is not intended to be comprehensive nor replace or override any legislative provisions. Applicants and licensees are therefore advised to read these guidelines in conjunction with the Acts and Regulations. 1.1. Enquiries Enquiries on application and/or licensing related matters should be forwarded to the Authority: By Post: Director of Capital Markets & Collective Investment Schemes Supervision Financial Services Authority P.O. Box 991 Bois De Rose Avenue Victoria, Mahé Seychelles By e-mail: capitalmarkets.supervision@fsaseychelles.sc Tel: +248 4 380 800
2. SCOPE OF THE ACT Per the requirements of the Act, any one of the following activities undertaken in relation to a mutual fund qualifies as fund administration activity: (a) managing including controlling all or substantially all of the assets of the mutual fund (b) administering a mutual fund (c) providing a principal office to a mutual fund within Seychelles (d) providing an operator (director, trustee or general partner) to a mutual fund.
3. TYPES OF FUND ADMINISTRATOR’S LICENCE Applicants may apply for either a Seychelles Fund Administrator’s licence or a Restricted Seychelles Fund Administrator’s licence. The Act also makes provision for an exemption from the licensing requirement in cases where the applicant is incorporated overseas and appropriately licensed in a Recognised Jurisdiction (referred to as “Approved Foreign Administrator”).

4 3.1. Seychelles Fund Administrator’s Licence A Seychelles Fund Administrator’s licence allows its holder to administer an unlimited number of mutual funds. 3.2. Restricted Seychelles fund administrator’s Licence A Restricted Seychelles Fund Administrator’s licence permits its holder to administer only the mutual funds specified in its licence. 3.3. Approved Foreign Administrator An applicant incorporated overseas and holding a current licence or other authorisation from a regulatory body in a recognised jurisdiction may be exempted from the licensing requirement of section 8(1) of the Act. This allows such persons to administer outside Seychelles, a Seychelles’ licensed fund without having to be licensed by the Authority. 4. OFFENCES Any person who carries on the business of a Fund Administrator in or from the Seychelles or administer a licensed fund without a licence or exemption issued by the Authority or, other than in accordance with a licence or exemption granted by the Authority commits an offence and is liable on conviction to a fine of US$75,000. 5. APPLICATION AND LICENSING OF FUND ADMINISTRATORS 5.1. Submission of Application All submission of applications seeking approval of the Authority must be addressed to: The Chief Executive Officer Financial Services Authority P.O. Box 991 Bois De Rose Avenue, Victoria Mahé Seychelles All application forms and other documents are available from the Authority’s website ( www.fsaseychelles.sc). 5.2. Application for a Fund Administrator’s Licence An application submitted to the Authority for a Fund Administrator’s Licence must comprise of the following documents: 5.2.1 A cover letter1 signed by a Director(s) or an agenton behalf of the applicant. 1 The cover letter must include a list of all the documents that have been submitted in the application pack. 2 Code for Fit and Proper and Competency Standards provides the interpretation of an “officer”.

5 5.2.2 The relevant application fee (a) US$1,500 for an unrestricted licence application (b) US$1,000 for a restricted licence application. 5.2.3 A completed Application Form. 5.2.4 Certified true copies of the constitutional documents of the applicant (refer to Appendix 2)-Note: An application for a Fund Administrator’s Licence may be submitted by a company incorporated under the Companies Ordinance, 1972, or a company which is not incorporated in Seychelles (in which case, the company is required to have an agent for service in Seychelles). 5.2.5 Personal Questionnaire forms completed by each Director, Compliance officer and key officers2 of the applicant (refer to Appendix 1 for due diligence documents required). 5.2.6 Questionnaire form for Shareholders and Beneficial Owners completed by each shareholder and beneficial owner of the applicant (refer to Appendix 1 for due diligence documents required). 5.2.7 Proof of source of funds or wealth. 5.2.8 Proof of Physical Place of Office (Title Deed of Premises or Lease Agreement for premises or Sub Leasing Agreement and consent letter from the owner of the premises stipulating that the lessee can sublease). 5.2.9 Audited accounts for the past 2 years of each shareholder which is a body corporate. 5.2.10 A detailed business plan. 5.2.11 Certified true copies of the Auditor’s certificate of membership and certificate of Good Standing as per section 2 of the Act. 5.2.12 A copy of the policy of insurance (appropriate to the proposed nature and size of the business) of the applicant. 5.2.13 Client Service Agreement or Terms of Business. 5.2.14 Internal Procedures Manual. 5.2.15 Compliance Manual. 5.2.16 Anti-Money Laundering Manual. 5.2.17 Complaints Handling Manual. 5.2.18 Business Continuity Plan.

6 5.3. Administrative process of license applications The Authority shall proceed with the following steps upon receipt of a completed application: Step 1: The Authority shallacknowledge receipt ofthe application within 48 hours of receipt. Step 2: Within 7 days from acknowledging receipt, the Authority shall carry out an initialreview of the application to assess whether the application is complete in accordance with the requirements as detailed within the Fund Administration Application Checklist in the document Checklist for Licensees under the Mutual Fund & Hedge Fund Act, 2008. The Authority will only process an application if it is complete and the application fees have been submitted. Step 3: The Authority shall proceed with processing the application should same be deemed to be complete or alternatively return the application to the applicant if the application is deemed to be incomplete. Please note that the Authority may provide general and brief guidance on the area(s) of deficiencies, but it is the responsibility of the applicant to engage suitable professionals or service providersto ensure the completeness ofthe application. Upon re-submission of the application, the applicant must ensure that all documents are in the form prescribed including all application documents and the relevant fees. Step 4: The Authority shall request for additional information or supporting documents for consideration of the application from the applicant, if necessary. It is important to note that the purpose of same is to enable the Authority to make a determination in respect to the application and not to complete or rectify deficiencies associated with the application. Should an applicant fail to provide the necessary information as requested, the Authority may reject the application. Step 5: Inform the applicant on whether the application has been approved for licensing or not approved accordingly. Note: Once an application is not approved, the applicant is required to either: (a) resubmit a new application requiring resubmission of the relevant fees and application documents in the prescribed form; or (b) Lodge an appeal to the FSA Appeals board to the email address appealsboard@fsaseychelles.sc within 90 days of the decision being made, along with the application fee of SCR 250. 5.4. Withdrawal of licence applications In the event, the applicant wishes to withdraw the application, they may proceed accordingly by submitting a cover letter signed by one of the proposed directors informing the Authority

7 that they wish to withdraw their application. Additionally, it is important to note that the Application Feesfor the respective Licence shall not be refunded. As such, the Authority shall inform the applicant that their application has been considered withdrawn and same shall be treated as a new application, should they wish to proceed in the future. 6. GRANTING OF LICENCE When dealing with an application, the Authority will not grant a licence unless it is satisfied that: (a) The applicant has a registered office or a principal place of business in Seychelles; (b) In the case of an applicant not incorporated in Seychelles, the agent for service in Seychelles is licensed under the International Corporate Service Providers Act, 2003 or the Financial Institutions Act, 2004 or has been approved in writing by the Authority. (c) The applicant company has not less than two natural persons as directors; (d) The applicant and each of its directors are fit and proper persons; (e) The applicant has adequate expertise, resources and facilities necessary to properly administer mutual funds; (f) The applicant’s name is not likely to be deceiving or misleading. Note: The Authority has discretion in granting or refusing a licence. The Authority may, in dealing with an application, take into consideration matters other than those mentioned above including, but not limited to, ensuring that all other parties to an application (e.g. legal advisors and company secretaries) are of satisfactory repute. The Authority will only issue the licence (with any conditions as deemed appropriate) upon payment of the relevant annual licence fee asfollows: (a) a Seychelles fund administrator’s licence: US$2,000; (b) a restricted Seychelles fund administrator’s licence: US$1,500. 7. SERVICE STANDARDS The Authority publishes a list of Service Standards on its website, which can be accessed on the following link: https://fsaseychelles.sc/about/services-standard The Authority’s current Service Standard for processing application, from receipt of a completed application for consideration by the Authority, is as follows: (a) Seychelles Fund Administrator’s Licence: 30 working days

8 (b) Restricted Seychelles fund administrator’s Licence: 30 working days (c) Approved Foreign Administrator: 2 months However, on each occasion that the Authority requests for additional information, the service standards will be put at a halt and shall only resume upon receipt of all the required information and/or documents. It is important to note that this service standard will only be achievable if all the requisite information/documents are provided at the time the application is lodged. The Authority is not responsible for delays arising from the submission of incomplete applications. 8. APPLICATION FOR EXEMPTION BY FOREIGN ADMINISTRATORS An application for exemption from the licensing requirement of section 8(1) may be submitted by a foreign administrator which does not conduct fund administration in Seychelles. This allows a foreign administrator to administer outside Seychelles, mutual funds licensed in Seychelles. 8.1. Application requirements An application for exemption submitted to the Authority for an “approved foreign administrator” must comprise of the following documents: (a) A completed Application Form; (b) The application fee of US$1,500. (c) Certified true copies of the constitutional documents of the applicant (d) Certified true copies of the current licence or other authorisation granted by the regulatory body in the recognised jurisdiction; (e) Certificate of good standing from an overseas regulatory authority in a recognised jurisdiction; (f) Personal Questionnaire Form completed by each Director and key individuals of the applicant 8.2. Granting of approval To qualify as an approved foreign administrator, the applicant: (a) must not conduct fund administration business in Seychelles3 ; (b) must prove that it is in good standing and holds a current authorisation to conduct fund administration in a recognised jurisdiction; 3 The administration outside of Seychelles of a mutual fund licensed in Seychelles does not constitute fund administration in Seychelles.

9 (c) is subject to a legal requirement in the recognised jurisdiction to prepare annual audited accounts. Should the application be successful, the Authority will issue a certificate of exemption to the applicant. 9. COMPLIANCE OFFICER Pursuant to Section 23 of the Financial Services Authority Act, 2013, each licensee should appoint a compliance officer who will be responsible forthe maintenance of adequate systems and controls to ensure compliance with the Act, Regulations, Codes, Guidelines and directives issued by the Authority. 10. REQUIREMENTS AND DUTIES OF LICENSED FUND ADMINISTRATORS The Act sets out the requirements to be fulfilled by a licensed Fund Administrator and these requirements should also be included and outlined in the licensee’s Compliance Manual. Licensees are advised to read carefully the conditions described on their licence as they may impose on the licensee’s obligations in addition to those specifically mentioned in the Act. 11. CONDITIONS TO A FUND ADMINISTRATOR’S LICENCE A licensed Fund Administrator must comply with the conditions contained in its licence. Failure to do so constitutes an offence and is liable on conviction to a fine of $50,000. 12. EXEMPTIONS AND CONCESSIONS Schedule 10 of the Act grants exemptions and concessions from the applicability of certain legislative enactments to Unrestricted Seychelles Fund Administrators. Note however that, section 32(2) of the Act provides for the exemptions and concessions applicable to a restricted Seychelles Fund Administrator which is limited only to the Business Tax Act. 12.1. Business Tax Act Business tax payable by a Fund Administrator is subject to whether the core income generating activities are undertaken in Seychelles as prescribed by the Mutual Fund and Hedge Fund (Substantial Activity Requirements) Regulations. If the substantial activity requirements are met the aggregate of the following amounts paid by it or another party, in respect of a fund administered by the licensee: (a) 10% of fees in respect of new mutual fund licences; (b) 5% of fees in respect of annual renewal of mutual fund licences; and (c) 5% of all other fees under the Act.

10 If the substantial activity requirements are not met, then the fund administrators will not benefit from the tax concessions. Distinction is also made between the front office, back office, and middle office. If the back office and middle office activities are conducted in Seychelles as opposed to the front office, then the substance requirements are deemed to have been met. The figure below explains the distinction made between the offices. Example: 13. ROLE OF THE AUTHORITY The Authority is conferred powers of supervision over the Fund Administrators and the mutual funds by the Act and may in carrying out its supervisory functions: (a) issue directions to licensees (b) request information or documents from licensees (c) revoke a Fund Administrator licence (d) impose further conditions on a Fund Administrator licence (e) appoint a person to advise a licensed mutual fund on the proper conduct of its business (f) revoke the approval given to an Approved Foreign Administrator. The Act also imposes duties on the Authority, most notably, the duty not to disclose any information to a third party except where authorised under a written law. CIGA: The provision of administration services with respect to the operations of a mutual fund or hedge fund, including accounting, valuation or reporting services E.g. Meeting with officers of funds under administration, onboarding of fund investors E.g. Compliance and Risk Management, some elements of external accounting (calculating NAV) E.g. Human resources, Information Services, Internal accounting, some elements of external Front Office Carried outside Seychelles Middle Office Carried in Seychelles Back Office Carried in Seychelles 

11 Appendix 1 Due Diligence Requirements

1. The completed Personal Questionnaire Forms by all directors, compliance officer and key officers in connection with the application, should be accompanied by: • 1 certified true copy of passport(s) • 1 recent passport photograph, with an attestation at the back of the photo that the photo is a true likeness of the person and signed by an acceptable certifier • 1 certified proof of residential address that is not older than three months e.g. utility bill (water and/or electricity) and/or bank statement and/or tenancy agreement • 1 original bank reference from each bank with which you are affiliated and/or a report from Credit Rating Agency from Country of Residence (if available) • Certified copies of stated higher academic qualifications • Certified copies of stated professional qualifications • Certified copies of stated membership to professional bodies • Detailed job description of your proposed role or position • Past Employment references (if applicable) • Comprehensive and Up-to-date Curriculum Vitae • A list of directorships, partnerships, other business interests or affiliations (if applicable) • Police Character Reference/certificate (original) not older than three (3) months from the Country in which the applicant resides or its equivalent • Tax Clearance Certificate from the Country in which the applicant resides or its equivalent • Politically Exposed Person Self-Declaration Form
2. The completed Questionnaire form for Shareholders and Beneficial Owners Forms by all shareholders and beneficial owners who do not have a management position in the company should be accompanied by: • 1 certified true copy of passport(s) • 1 recent passport photograph, with an attestation at the back of the photo that the photo is a true likeness of the person and signed by an acceptable certifier • 1 certified proof of residential address that is not older than three months e.g. utility bill (water and/or electricity) and/or bank statement and/or tenancy agreement • 1 original bank reference from each bank with which you are affiliated and/or a report from Credit Rating Agency from Country of Residence (if available) • A list of directorships, partnerships, other business interests or affiliations (if applicable) • Police Character Reference/certificate (original) not older than three (3) months from the Country in which the applicant resides or its equivalent • Tax Clearance Certificate from the Country in which the applicant resides or its equivalent • Politically Exposed Person Self-Declaration Form • Evidence of source of fund/wealth
3. Due Diligence documents for entity shareholders should include the following: (a) Companies • Certificate of Incorporation

12 • Memorandum and Articles of Association • Notice of Situation of Registered Office or any change thereof • Particulars of Directors and Secretaries • Audited financial statements for the past 2 years • Certificate of Good Standing (b) Foundations • Foundation Charter • Register of Founder(s), Counsellor(s), Beneficiaries and Protector(s) (if applicable) • Certificate of Good Standing (c) Trusts • Trust Deed • Declaration of Trust • Register of Trustee(s), Settlor, Beneficiaries and Protector(s) (if applicable) (d) Limited Partnerships • Limited Partnership agreement • Register of General Partner(s) and Limited Partner(s)

13 Appendix 2 List of Constitutional documents Certified true copies of the following documents: • Certificate of Incorporation • Memorandum and Articles of Association • Notice of Situation of Registered Office or any change thereof • Particulars of Directors and Secretaries • Audited financial statements for the past 2 years