"administrator"  means a person who-

(a) for valuable consideration provides a mutual fund with administrative services or facilities alone or with accounting services; or

(b) is entitled to provide a mutual fund with such services or facilities under any recognised country or jurisdiction,

and includes an offshore bank, a trust company and a management company licensed under section 130c of the Offshore Companies Act 1990;

[ Act 441]

  "auditor"  means a person qualified to perform audits under the laws of Malaysia or any recognised country or jurisdiction and approved by the Authority;

  "Authority"  has the meaning assigned to it in the Labuan Offshore Fi

3 PART II MUTUAL FUNDS-3. Trustees and custodians.

(1) No person shall carry on business in or from within Labuan as-

(a) a trustee of a public fund unless that person is a trust company; or

(b) a custodian of a public fund unless that person is an offshore bank or a trust company.

[Am. Act 1191 - Prior text read - "(b) a custodian of a mutual fund unless that person is an offshore bank or a trust company."]

(2) Paragraphs 3(1) (a) and (b) do not apply to a person who-

(a) is and continues to be a qualified and authorised trustee or custodian of public funds under the laws of any recognised country or jurisdiction; and

[Am. Act 1191 - Prior text read - "(a) is and continues to be a qualified and authorised trustee of public funds under the laws of any recognised country or jurisdiction; and"]

(b) has received w

4 PART II MUTUAL FUNDS-4. Registers.

(1) The Authority may keep separate registers for-

(a) private funds;

(b) public funds; and

(c) managers and administrators of public funds.

(2) The registers required under subsection 4(1) shall contain-

(a) the information required under section 21 in respect of each person who has been granted consent, registration, or licence or who has received written permission under this Act;

(b) the date of such consent, registration, licence or written permission, as the case may be; and

(c) the date upon which such consent, registration, or licence or written permission was cancelled.

(3) The registers required to be kept pursuant to this section shall-

(a) be in such form as the Authority may determine; and

(b) subject to section 28, be open

5 PART II MUTUAL FUNDS-5. Registration procedure.

(1) Where the Authority grants consent to a private fund under section 8, it shall-

(a) enter the particulars relating to the private fund in the register maintained under section 4; and

(b) issue a certificate to the private fund showing the date upon which consent was granted.

(2) Where the Authority grants registration of a public fund under section 11, it shall-

(a) register the public fund in the register maintained under section 4; and

(b) issue a certificate to the public fund showing the date of registration.

(3) Where the Authority grants a provisional acceptance under section 11, the promoters of the proposed public fund shall within the period of three months referred to in subsection 11(3) deliver to the Authority-

(a) the provisional acceptance of the Authority;

6 PART II MUTUAL FUNDS-6. Private funds.

No private fund shall carry on business or arrange or administer its affairs in or from within Labuan unless it has received a consent under section 8.

7 PART II MUTUAL FUNDS-7. Application by private funds.

(1) An application by a private fund for consent under section 8 shall be made by letter to the Authority setting out the details of the scope and nature of its business.

(2) An application under subsection 7(1) shall be accompanied by-

(a) such application fee as may be prescribed by regulations;

(b) proof satisfactory to the Authority that the applicant is-

(i) a private fund; and

(ii) lawfully constituted either under the laws of Malaysia relating to Labuan or under the laws of any recognised country or jurisdiction; and

(c) the information required under section 21.

8 PART II MUTUAL FUNDS-8. Power to grant or refuse consent for private funds.

The Authority may grant or refuse to grant a consent to a private fund and may make a grant of consent subject to any terms, conditions, limitations or restrictions.

9 PART II MUTUAL FUNDS-9. Public funds.

(1) No public fund shall carry on business or arrange or administer its affairs in or from within Labuan unless it has been granted registration under paragraph 11(1) (a) .

(2) The promoters for a proposed public fund to whom a provisional acceptance has been granted under paragraph 11(1) (b) shall not carry on business or arrange or administer its affairs without the prior written consent of the Authority.

10 PART II MUTUAL FUNDS-10. Application by public funds.

An application by the promoters for a proposed public fund or by a public fund to the Authority for registration to carry on business or arrange or administer its affairs in or from within Labuan shall be-

(a) made in such form and contain such information as may be prescribed; and

(b) accompanied by-

(i) a statement setting out the scope and nature of the business to be carried on by the applicant in or from within Labuan;

(ii) such application fee as may be prescribed by regulations;

(iii) the instrument by which the applicant is constituted or such other proof as the Authority may require to be satisfied that the applicant is lawfully constituted under the laws of Malaysia relating to Labuan or under the laws of any recognised country or jurisdiction;

(iv) the information required under section 21; and

(v) such other deeds, documents or information as

11 PART II MUTUAL FUNDS-11. Power to grant or refuse registration of public funds.

(1) The Authority may-

(a) grant or refuse to grant registration of a public fund; or

(b) grant provisional acceptance of a proposed public fund.

(2) A grant under subsection 11(1) may be made subject to any terms, conditions, limitations or restrictions.

(3) A provisional acceptance granted under paragraph 11(1) (b) shall be valid and effective for a period not exceeding six months from the date on which it is granted.

[Am. Act 1191 - Prior text read - "(3) A provisional acceptance granted under paragraph 11(1)(b) shall be valid and effective for a period not exceeding three months from the date on which it is granted."]

(4) A provisional acceptance may be renewed for a period not exceeding three months upon application being made to the Authority and accompanied by-

(a) such documents or information

11A PART II MUTUAL FUNDS-11A. Foreign fund not required to obtain consent or to be registered.

An administrator, a custodian or a manager may manage or administer, or act as custodian of, a mutual fund lawfully registered under the laws of any recognized country or jurisdiction without the requirement for the mutual fund to obtain consent under section 8 or to be registered under section 11.

[Ins. Act 1191]

12 PART II MUTUAL FUNDS-12. Managers and administrators.

(1) No person shall carry on business in or from within Labuan as-

(a) a manager of a public fund unless that person is an offshore company who has been granted a licence to act as manager under section 14;

(b) an administrator of a public fund unless that person is an offshore company or trust company and is registered to act as an administrator under this Act.

(2) Paragraph 12(1) (a) does not apply to a person who-

(a) is and continues to be a qualified and authorised manager of mutual funds under the laws of any recognised country or jurisdiction; and

(b) has received written permission from the Authority to carry on business as manager of public funds in or from within Labuan.

[Am. Act 1191 - Prior text read - "(b) has received written permission from the Authority to carry on business as manager or a

12A PART II MUTUAL FUNDS-12A. Fit and proper person.

Any person who has received written permission from the Authority to carry on business as trustee, custodian, manager or administrator shall be a fit and proper person and continue to be a fit and proper person throughout the operation of the business.

[Ins. Act 1191]

13 PART II MUTUAL FUNDS-13. Application for licence and registration.

(1) Subject to subsection 12(2), an application for a licence to carry on business in or from within Labuan as a manager of a public fund shall be made to the Authority in such manner as the Authority may prescribe in writing.

(2) An application under subsection 13(1) shall be accompanied by-

(a) such application fee as may be prescribed by regulations;

(b) particulars of the financial and human resources and administrative facilities available to the applicant for the competent and efficient conduct of its business;

(c) the information required under section 21; and

(d) such other information or documents as the Authority may reasonably require for the purpose of determining the application.

(3) Subject to subsection 12(3), an offshore company may apply in the prescribed form, accompanied by such fee as may be prescribed, to the Authority for

14 PART II MUTUAL FUNDS-14. Power of grant or refusal for licence and registration.

(1) The Authority may grant or refuse to grant a licence or registration to any applicant.

(2) The Authority may refuse to grant a licence or registration unless it is satisfied that the applicant-

(a) is a fit and proper person to engage in the business of management or administration of mutual funds; and

(b) has or has available to him sufficient knowledge, expertise, resources and facilities for the proper management or administration of mutual funds.

(3) The grant of a licence or registration may be made subject to any terms, conditions, limitations or restrictions.

(4) Except with the written consent of the Authority no change shall be made in respect of the identity, residence, domicile, ownership or shareholding of the manager or administrator during the period of operation of the licence or registration.

15 PART II MUTUAL FUNDS-15. Duties and appointments.

(1) The Authority has-

(a) the duty to supervise mutual funds, managers and administrators in accordance with this Act; and

(b) in and for the discharge of that duty, the powers conferred upon it by this Act.

(2) The Authority may delegate any of its powers or duties under this Act to any person appointed by the Authority.

16 PART II MUTUAL FUNDS-16. Accounts and audit.

(1) Every registered public fund shall-

(a) keep or cause to be kept accounts and records and shall, after the end of each financial year cause to be prepared a statement of accounts for that financial year which shall include a balance sheet and an account of income and expenditure in accordance with generally accepted accounting principles applicable in Malaysia or in any recognised country or jurisdiction;

(b) keep such accounting records and financial statements or true copies thereof at its place of business in Labuan and make them available for inspections by the Authority or any person authorised in writing by the Authority;

(c) keep at its place of business in Labuan and make available to the Authority or any person authorised in writing by the Authority such other records, statements, documents or information as the Authority may prescribe in writing;

(d) within t

17 PART II MUTUAL FUNDS-17. Prospectus.

(1) No registered public fund shall, in or outside Labuan, offer its shares to the public unless prior to such offer-

(a) it publishes in writing a prospectus signed by or on behalf of its operators and its operators have approved the contents of the prospectus and authorised its publication; and

(b) a copy of such prospectus has been filed with the Authority.

(2) Every prospectus shall-

(a) provide full, true and plain disclosure of-

(i) all facts and circumstances that would facilitate a reasonable assessment by a prospective investor in determining whether to purchase or subscribe to shares of a public fund; and

(ii) such other matters as the Authority may require;

(b) contain a statement summarising the rights of investors provided by section 18; and

(c) where the fund has co

18 PART II MUTUAL FUNDS-18. Investors' rights.

(1) If a registered public fund publishes a prospectus or any amendment thereto that contains any misrepresentation relating to any of the matters required to be disclosed under subsection 17(2), a person who purchased any shares pursuant to such prospectus or amendment thereto is deemed to have relied upon the misrepresentation and shall have the rights provided in subsection 18(2).

(2) A person referred to in subsection 18(1) may elect to exercise a right of action-

(a) for the rescission of the purchase; or

(b) for damages,

jointly and severally against the fund and every person who, while aware of the misrepresentation, signed the prospectus or amendment thereto and consented to its publication and filing or caused it to be signed or published and filed.

(3) For the purposes of this section, "misrepresentation" means-

(a) any untrue or

19 PART II MUTUAL FUNDS-19. Limitation.

Notwithstanding any other written law to the contrary, any action under subsection 18(2) may not be commenced after-

(a) one hundred and eighty days from the day on which the aggrieved party first had knowledge of the misrepresentation; or

(b) one year from the date of the purchase transaction that gave rise to the cause of action,

whichever is earlier.

20 PART II MUTUAL FUNDS-20. Certificate of compliance.

Every registered public fund which carries on business outside Labuan under the laws of any recognised country or jurisdiction shall every year, within ninety days of the end of its financial year, file with the Authority a certificate of compliance from the competent authority that is responsible for the regulation and supervision of the conduct of its business in that recognised country or jurisdiction.

21 PART II MUTUAL FUNDS-21. Particulars and change of address.

(1) Every application for consent, registration, provisional acceptance or a licence made under this Act shall be accompanied by the following particulars:

(a) the address of the applicant's place of business and its address for service in Labuan;

(b) the name and address of a person in Labuan who is authorised to represent the applicant and to accept service on its behalf; and

(c) the address of the applicant's place of business outside Labuan.

(2) If any change is made or occurs in respect of information under subsection 21(1), the applicant, upon being granted consent, registered, provisionally accepted or licensed as the case may be, shall within thirty days after the change occurs file with the Authority a notice signed by him specifying the nature of change.

[Am. Act 1191 - Prior text read - "(2) If any change is made or occurs in respe

22 PART II MUTUAL FUNDS-22. Consent, licence or registration.

A consent, licence or registration granted under this Act shall-

(a) be in such form as may be prescribed;

(b) specify any terms, conditions, restrictions or limitations;

(c) remain in force until it is cancelled; and

(d) be admissible in all courts as prima facie evidence of the facts stated in it.

23 PART II MUTUAL FUNDS-23. Revocation of consent, licence or registration.

The Authority may, subject to section 24 and subsection 25(2), revoke any consent, licence or registration under this Act-

(a) at the request of the holder thereof; or

(b) where the holder thereof-

(i) has ceased to carry on business in or from within Labuan;

(ii) has contravened any provision of this Act or any terms, conditions, restrictions or limitations attached to the consent, licence or registration as the case may be;

(iii) has been convicted of an offence under this Act or of a criminal offence in any recognised country or jurisdiction;

(iv) has knowingly and wilfully supplied false, misleading or inaccurate information or failed to disclose information required under this Act;

(v) is carrying on business in a manner that the Authority reasonably believes to be detrimental to the interests of mutual funds investors; or

(vi) is declared b

24 PART II MUTUAL FUNDS-24. Revocation procedure.

(1) Before revoking any consent, licence or registration under paragraph 23 (b) , the Authority shall-

(a) give the holder thereof notice in writing of the grounds on which it intends so to do;

(b) afford the holder opportunity to make written representations to it within a period of thirty days after receipt of the notice; and

(c) take any such representations into consideration.

(2) Where the Authority revokes any consent, licence or registration under paragraph 23 (b) , the Authority shall give notice in writing to the holder thereof of such revocation and the revocation shall take effect on a date to be specified in the notice.

25 PART II MUTUAL FUNDS-25. Appeals.

(1) Except as provided under subsection 25(2), where the Authority makes a decision on any application made under this Act, it shall not be bound to assign any reasons for such decision.

(2) Where the Authority decides to revoke any consent, licence or registration under paragraph 23 (b) , the holder of such consent, licence or registration who is aggrieved by the decision may appeal against such decision under section 26.

(3) The bringing of an appeal under this section suspends the decision appealed against, pending the determination or abandonment of the appeal.

(4) For the purposes of subsection 25(3), the appellant shall not carry on any business or activity without the prior written consent of the Authority.

26 PART II MUTUAL FUNDS-26. Appeal procedure.

An appeal under subsection 25(2) shall be brought by-

(a) serving on the Authority a notice of appeal within thirty days, or such longer period as the Minister may allow, of the receipt by the appellant of the notice required under subsection 24(2); and

[Am. Act 1191 - Prior text read - "(a) serving on the Authority a notice of appeal within twenty-one days, or such longer period as the Minister may allow, of the receipt by the appellant of the notice required under subsection 24(2); and"]

(b) summons for the hearing of the appeal before the court.

27 PART II MUTUAL FUNDS-27. Enforcement.

(1) For the purpose of discharging the duties imposed upon the Authority under this Act the Authority or any person authorised by it may at all reasonable times in writing direct any person to whom this Act applies to-

(a) furnish any information; or

(b) provide access to and copies of any records, books or other documents, relating to the business of that person being carried on under this Act which, in the opinion of the Authority, are necessary to enable it to ascertain compliance with the provisions of this Act.

(2) Where-

(a) a fund is insolvent or is likely to become unable to meet all or any of its obligations or is about to suspend payment to any extent; or

(b) any fund, manager, administrator, operator or promoter is carrying on business in a manner the Authority reasonably believes to be detrimental to the interest of the invest

28 PART II MUTUAL FUNDS-28. Confidentiality.

(1) Save as is provided in subsection 28(2) and section 4, any information, material or document furnished to or filed with the Authority under this Act is privileged and shall not be disclosed to any person except on the order of a court.

(2) The Authority may, on the application of any person or supervisory authority, direct that any specified information, material or document furnished to or filed with the Authority under this Act by any mutual fund shall not be held in confidence and shall be disclosed to the applicant.

(3) Nothing in this section shall be construed as prohibiting-

(a) any waiver of confidentiality by the mutual fund; or

(b) the publication by the Authority and other supervisory authorities of general information and statistics relating to registrations, consents and licences granted under, and the implementation and operation of, this Act.

(4) For

29 PART II MUTUAL FUNDS-29. Variation of statutory provisions.

Notwithstanding subsection 48(2) and section 55 of the Offshore Companies Act 1990 to the contrary-

[ Act 441]

(a) a mutual fund which is a company may-

(i) issue; or

(ii) convert existing non-redeemable shares, whether issued or not, into,

shares which are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder;

(b) on the redemption or purchase of its own fully paid shares, a mutual fund which is a company may-

(i) repay the capital paid up on such shares out of paid in capital, share premium or other reserves of the company;

(ii) pay the premium, if any, out of realised or unrealised profits, share premium or other reserves of the company on such terms and in such manner and at such price as may be determined having regard to the asset value of such shares a

30 PART III EXCHANGE-30. Establishment of the Exchange.

The Minister may, on the written recommendation of the Authority, establish a body corporate which is an offshore company to be an exchange in Labuan by the name of "Labuan International Financial Exchange" with perpetual succession and a common seal, which may sue and be sued in its name and, subject to and for the purpose of this Act, may enter into contracts and may acquire, purchase, take, hold and enjoy movable and immovable property of every description and may convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer or otherwise dispose of, or deal with, any movable or immovable property or any interest therein vested in the Exchange upon such terms as it deems fit.

31 PART III EXCHANGE-31. By-laws of the Exchange.

The Authority may, with the approval of the Minister, prescribe such by-laws as may be expedient or necessary for the purpose of carrying out the provisions and matters connected with the Exchange.

32 PART III EXCHANGE-32. Rules of the Exchange.

The Exchange may, with the approval of the Authority, make rules which provide for-

(a) the conditions and administration of licences issued by the Exchange and for the regulation generally of the conduct of trading agents and listing sponsors in connection with the business of the Exchange;

[Am. Act 1191 - Prior text read - "(a) the conditions of entry and admission into membership of the Exchange and for the regulation generally of the conduct of trading members in connection with the business of the Exchange;"]

(b) the financial, accounting, record-keeping, disclosure and capital adequacy requirements applicable to trading agents and listing sponsors;

[Am. Act 1191 - Prior text read - "(b) the financial, accounting, record-keeping, disclosure and capital adequacy requirements applicable to trading members;"]

(c) the condition

33 PART III EXCHANGE-33. Powers of the committee.

(1) The affairs of the Exchange shall be managed by a committee consisting of not less than five persons who possess relevant experience in financial, commercial or legal matters of whom the chairman and one other person shall be appointed by the Minister and the rest appointed by the Authority.

(2) Subject to Part III, the committee shall have full power in all matters relating to listing, licensing, securities or dealings on the Exchange and other matters related thereto.

[Am. Act 1191 - Prior text read - "(2) Subject to Part III, the committee shall have full power in all things to administer the affairs of the Exchange."]

(3) Subject to section 53, the provisions of the Offshore Companies Act 1990 [Act 441] shall, unless the context otherwise requires, apply in all respects to the persons who make up the committee as if such persons were directors for the purposes of that Act.

34 PART III EXCHANGE-34. Dealing in securities.

(1) No person other than a trading agent shall engage in or hold himself out as engaging in the business of dealing in securities on the Exchange.

[Am. Act 1191 - Prior text read - "(1) No person other than a trading member shall engage in or hold himself out as engaging in the business of dealing in securities on the Exchange."]

(2) Any person who contravenes subsection 34(1) commits an offence and shall be liable on conviction to a fine not exceeding two hundred thousand ringgit or to imprisonment for a period not exceeding five years or to both.

35 PART III EXCHANGE-35. Register of trading agents and listing sponsors.

(1) The Exchange shall keep a register of the trading agents and listing sponsors and shall enter therein the names and addresses of the trading agents and listing sponsors and the date upon which each was admitted and ceased to be a trading agent or listing sponsor.

[Subs. Act 1191 - Prior text read - "(1) The secretary shall keep a register of the trading members and shall enter therein the names and addresses of the trading members and the date upon which each was admitted and ceased to be a trading member."]

(2) The register of trading agents and listing sponsors shall be made available for inspection at the registered office of the Exchange during business hours.

[Am. Act 1191 - Prior text read - "(2) The register of trading members shall be made available for inspection at the registered office of the Exchange during business hours."]

(3) Any person may require, and if

36 PART III EXCHANGE-36. Financial statement of the Exchange.

Within six months of the end of each financial year the Exchange shall file with the Authority a copy, certified by the secretary as a true copy, of the financial statements of the Exchange for that year prepared and audited in accordance with the provisions of Part VI of the Offshore Companies Act 1990.

37 PART III EXCHANGE-37. Persons not deemed to be carrying on business in Malaysia.

No person shall be deemed to be engaging in or carrying on a trade or business in Malaysia or with residents of Malaysia for the purpose of any written law by reason only of the fact that-

(a) securities of such person are listed on a securities market operated by the Exchange;

(b) such person is a trading member and that transactions are effected by it or on its behalf through the facilities of the Exchange; or

[Am. Act 1191 - Prior text read - "(b) such person is a trading agent or listing sponsor and that transactions are effected by it or on its behalf through the facilities of the Exchange; or"]

(c) such person undertakes activities in Labuan incidental to the proper conduct of the activities referred to in paragraphs 37 (a) and (b) .

38 PART III EXCHANGE-38. Suspension of trading on the Exchange.

(1) The Authority may direct the Exchange by written notice to suspend trading, or the committee may, after notifying the Authority, suspend trading, on the Exchange either wholly for a period not exceeding five consecutive business days or in respect of specified securities for such period as the Authority deems fit if the Authority after consultation with the committee determines that the orderly conduct of such trading is being or is likely to be prevented by reason of force majeure, natural disaster, strike or lock-out, revolution or other political upheaval or economic or financial crisis, wherever occurring.

[Am. Act 1191 - Prior text read - "(1) The Authority may direct the Exchange by written notice to suspend trading on the Exchange either wholly for a period not exceeding five consecutive business days or in respect of specified securities for such period as the Authority deems fit if the Authority after con

38A PART III EXCHANGE-38A. Minister's power to suspend trading.

(1) Without prejudice to section 38, where the Minister is satisfied that it is in the public interest to do so, or that it is expedient for the protection of investors or for the proper regulation of the Exchange to do so, he may, on the recommendation of the Authority, make a suspension order relating to all or any of the following:

(a) the functions of the Exchange or the committee;

(b) the functions of any sub-committee established by the committee referred to in paragraph (a) ; or

(c) the functions of the principal officer, by whatever name called, who is responsible for the conduct of the business and operations of the Exchange or the committee, as the case may be.

(2) For so long as the suspension order is in force, the following provisions shall apply:

(a) none of the functions to which the order relates shall be performed

39 PART III EXCHANGE-39. Powers of the Authority.

(1) For the purposes of this Act and the proper conduct of the business of the Exchange and in addition to any other powers accorded to it under this Act the Authority may-

(a) at any time investigate or enquire into any transaction involving the purchase or sale of securities entered into by any person whether directly or indirectly to ascertain if that person has used dishonest, unfair or unethical devices or trading practices whether such devices or trading practices constitute an offence under this Act or any other written law or an infringement of any of the rules or otherwise;

(b) require any such person to submit detailed information of any transaction involving the purchase or sale of securities;

(c) require the production of, inspect and make copies or print-outs of or take extracts from any document record or thing relating to-

(i) the business or affairs of

40 PART IV MISCELLANEOUS-40. Indemnity.

No person shall be liable to be sued in any court for any act or matter done or ordered to be done or omitted to be done by him in good faith and in the intended exercise of any power or discharge of any duty conferred or imposed on him under this Act.

41 PART IV MISCELLANEOUS-41. Conflict between laws.

Where there is any conflict or inconsistency between this Act and any other written law, this Act shall prevail.

42 PART IV MISCELLANEOUS-42. Power of exemption.

The Minister may, on the written recommendation of the Authority, direct that any of the provisions of this Act shall not apply, or apply with such modifications as may be specified in the direction, to any person or class of persons and may attach such conditions to or revoke such direction.

43 PART IV MISCELLANEOUS-43. General offence and penalty.

(1) A person who contravenes a requirement of this Act commits an offence.

(2) A person who commits an offence against this Act for which no penalty is expressly provided is liable-

(a) in the case of a body, incorporated or unincorporated, to a fine not exceeding five million ringgit; or

(b) in the case of an individual, to a fine not exceeding two and a half million ringgit or to imprisonment for a period not exceeding three months or to both.

44 PART IV MISCELLANEOUS-44. Service of notices, documents, etc.

(1) Subject to any express provision of this Act, a notice may be served personally or by registered post.

[Am. Act 1191 - Prior text read - "(1) Subject to any express provision of this Act, a notice may be served personally or by ordinary or registered post."]

(2) A notice relating to mutual fund or the Exchange which is sent by ordinary or registered post shall be deemed to have been served on the person to whom it is addressed on the day succeeding the day on which the notice would have been received in the ordinary course of post if it is addressed-

(a) to the person's registered office;

(b) to its last known address; or

(c) to any person authorised by it to accept service of process.

(3) Where a person to whom there has been addressed a registered letter containing a notice under this Act-

(a)

45 PART IV MISCELLANEOUS-45. Fees.

(1) Where-

(a) a private fund is granted consent;

(b) a public fund is granted registration; or

(c) a person is granted a licence to be a manager or is granted registration to be an administrator of a mutual fund,

there shall be payable for the year such fee as may be prescribed by regulations.

(2) On or before 15 January of every year following the year in which any consent, licence or registration is granted there shall be payable such annual fee as may be prescribed by regulations.

[Am. Act 1191 - Prior text read - "(2) On or before 31 March of every year following the year in which any consent, licence or registration is granted there shall be payable such annual fee as may be prescribed by regulations."]

(3) An unpaid annual fee may be sued for by the Authority by action as a civil debt and in addition the Authority

46 PART IV MISCELLANEOUS-46. Misrepresentation.

A person who-

(a) wilfully or recklessly makes a misrepresentation in any document or material or records required to be filed, supplied or delivered under this Act;

(b) makes any statement or gives any information required under this Act that he knows to be false or misleading;

(c) knowingly fails to disclose any fact or information required to be disclosed under this Act; or

(d) being in charge of or having alone or with another or others possession of or control over any information, records, books or other documents referred to in subsection 27(1) refuses or wilfully neglects to comply with any lawful direction given under that section,

commits an offence under this Act and shall be liable on conviction to a fine not exceeding one hundred thousand ringgit or to imprisonment for a period not exceeding five years or to both.

47 PART IV MISCELLANEOUS-47. Compounding of offences.

(1) The Authority may, with the consent of the Public Prosecutor, compound any offence committed by any person under this Act, by making a written offer to such person to compound the offence by paying to the Authority within such time as may be specified in the offer such sum of money as may be specified in the offer, which shall not exceed fifty per centum of the amount of the maximum fine to which that person would have been liable if he had been convicted of the offence.

(1A) Notwithstanding subsection (1), the Public Prosecutor may, by order in writing, permit the Authority to compound any offence or category of offences specified in the order without having to obtain the consent of the Public Prosecutor, and may at any time vary or revoke the order.

[Ins. Act 1191]

(2) An offer under subsection 47(1) may be made at any time after the offence has been committed, but before any prosecution for it has b

48 PART IV MISCELLANEOUS-48. Prosecution.

A prosecution under this Act shall not be instituted except by, or with the consent in writing of, the Public Prosecutor.

49 PART IV MISCELLANEOUS-49. Fees and penalties.

(1) All fees and penalties paid to the Authority under this Act and all sums of money paid under section 47 shall be paid into and form part of the Fund established under section 29 of the Labuan Offshore Financial Services Authority Act 1996.

Act 545

(2) Notwithstanding subsection 49(1), all fees paid under subsection 35(4) shall be paid into the fund of the Exchange and may be used in accordance with the provisions of the by-laws.

50 PART IV MISCELLANEOUS-50. Regulations.

The Minister may make regulations for-

(a) prescribing fees payable under this Act;

(b) prescribing forms of application to be used for the purpose of this Act and matters to be specified in such form;

(c) regulating the use of any names or any words or expressions in a name connected with mutual funds;

(d) designating mutual funds or a class or classes thereof as private funds;

(e) regulating the publication of advertisements offering the services of dealers in securities or offering securities for purchase or sale and the form or content of such advertisements;

(f) the preparation by dealers in securities of balance-sheet and profit and loss accounts and the form and content thereof;

(g) the issue and content of a contract note;

(h) the dealing in securities for his own account directly or indirectly by

51 PART IV MISCELLANEOUS-51. Direction by Minister.

(1) The Minister may on the written recommendation of the Authority issue, by notification in the Gazette, a direction-

(a) prohibiting the formation of any mutual fund or class of mutual funds;

(b) directing any trustee, custodian, manager, administrator, fund, trading agent, listing sponsor or the Exchange to cease to carry on its business or part of its business either immediately or within such time as may be specified in the direction;

[Am. Act 1191 - Prior text read - "(b) directing any trustee, custodian, manager, administrator, fund, trading member or the Exchange to cease to carry on its business or part of its business either immediately or within such time as may be specified in the direction;"]

(c) directing the Exchange to carry on any business or part of the business either immediately or within such time as may be specified in the dire

52 PART IV MISCELLANEOUS-52. Power of the Minister to make modifications.

(1) Subject to subsection 52(2), the Minister may, whenever it appears to him necessary or expedient so to do whether for the purpose of removing difficulties or in consequence of the passing of this Act, by order make such modifications to any provision in any law relating to offshore securities as he may think fit.

(2) The Minister shall not exercise the power conferred under subsection 52(1) after the expiration of two years from the commencement of this Act.

53 PART IV MISCELLANEOUS-53. Procedure where none laid down.

In the event that any act or step is required or permitted to be done or taken under this Act and no form is prescribed or procedure laid down either in this Act or the regulations, application may be made to the Authority for directions as to the manner in which the same may be done or taken, and any act or step done or taken in accordance with such directions shall be a valid performance of such act or step.

54 PART IV MISCELLANEOUS-54. Disapplication of certain existing legislation.

(1) The provisions of the Securities Commission Act 1993 and the Securities Industry Act 1983 shall not be applicable to the establishment, conduct, activity and business of the Exchange.

(2) Subsection 7(3), subsection 21(2), section 24, section 85, subsections 87(2), (4), (5) and (10) and subsections 93(2), (6) and (7) of the Offshore Companies Act 1990 shall not be applicable to the Exchange.

(3) The provisions of the Holidays Act 1951 [Act 369] shall not apply to the Exchange and the Exchange may carry on its business for twenty-four hours in each day on any and all days of each week subject to any limitation or restriction imposed by or pursuant to the by-laws or the rules, as the case may be.

55 PART IV MISCELLANEOUS-55. Transitional.

Any person who, on the date of the coming into force of this Act, is carrying on any business or engaged in any activity relating to mutual funds in or from within Labuan shall within six months, or such longer period as the Authority may prescribe in writing, from such date comply with this Act.

56 PART IV MISCELLANEOUS-56. Saving provision.

The rules of equity and of common law applicable to mutual funds shall continue in force, except so far as they are inconsistent with the express provisions of this Act.