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OFC Structure


  • An OFC must have at least two directors, who must be
    • natural persons;
    • aged 18 or above; and
    • not an undischarged bankrupt unless with the leave of the court
  • At least one of the directors must be an independent director
    • OFC Code provides guidance on independent director, who must not be a director or employee of the custodian
  • Directors must delegate investment management functions to the investment manager by an investment management agreement

Investment manager

  • An OFC must have an investment manager who is responsible for managing the scheme property of the OFC
  • The investment manager:
    • must be registered or licensed for Type 9 (asset management) regulated activity; and
    • must be and remain fit and proper, at and after the registration of the OFC


  • An OFC must have a custodian, and all the scheme property of an OFC must be entrusted to a custodian of the OFC for safe keeping
  • To be eligible as a custodian of an OFC, an entity must:
    • meet same requirements as to the type of entities and capital requirements as those under the Code on Unit Trusts and Mutual Funds (UT Code); or
    • for a custodian of a private OFC only, be a licensed corporation or registered institution licensed or registered for Type 1 regulated activity which meets eligibility criteria under 7.1(b)(ii) of the OFC Code
  • Appointment of multiple custodians is permitted


Last update: 15 Oct 2021

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