CHAPTER 27:03 – RETIREMENT FUNDS: SUBSIDIARY LEGISLATION
INDEX TO SUBSIDIARY LEGISLATION
RETIREMENT FUNDS REGULATIONS
(section 65)
(28th November, 2025)
ARRANGEMENT OF REGULATIONS
REGULATION
PART I
Preliminary
1. Citation
2. Interpretation
PART II
Licensing Requirements for Funds and Fund Administrators
3. Application for licence
4. Payment of contributions
5. Preservation fund
6. Beneficiary fund
7. External fund
8. Multi-employer and individual retirement fund
9. Issuance of licence
10. Cancellation of licence
11. Application for licence as fund administrator
12. Renewal of retirement fund administrator’s licence
13. Principal officer of licensed fund
PART III
Financial Reports
14. Audited financial statements by fund
15. Annual returns
PART IV
Amalgamation and Transfers
16. Transfer into preservation fund
PART V
General
17. Inspection of documents
18. Revocation of S.I. No. 38 of 2017
19. Savings
S.I. 38, 2017,
S.I. 50, 2020,
S.I. 67, 2021,
S.I. 145, 2025.
PART I
Preliminary (regs 1-2)
These Regulations may be cited as the Retirement Funds Regulations.
In these Regulations unless the context otherwise requires—
“defined benefit fund” means a fund other than a defined contribution fund;
“defined contribution basis of funding” with reference to the manner in which the retirement benefit is determined, means that each member receives a retirement benefit which is not guaranteed and which has a value equal to the balance on the member’s retirement in that member’s individual account;
“fund return” means—
(a) in relation to the assets of a fund, any income received or accrued and capital gains and losses realised or unrealised, earned on the assets of the fund, net of expenses and tax charges, associated with the acquisition, holding or disposal of assets; or
(b) in relation to any portion of the assets of a fund if the assets are separately identifiable, any income received or accrued and capital gains and losses realised or unrealised, earned on those assets, net of expenses and tax charges, associated with the acquisition, holding or disposal of those assets:
Provided that where an asset is a policy of insurance, fund return means the growth rate or bonus rate as declared on that policy by the insurer, whether positive, negative or nil;
“member’s individual account” means, in relation to a defined contribution fund, an account to which the following amounts are credited—
(a) any contributions paid by, or on behalf of the member, less such expenses as the board of trustees shall determine;
(b) any transfer value received from another fund;
(c) any amount which represents the member’s opening balance on conversion of the fund from a defined benefit to a defined contribution basis of funding, as determined by the actuary;
(d) any shares of surplus, approved by the board;
(e) fund return; and
(f) such interest declared by the board of trustees from time to time and which is debited with any benefit payable, or any transfer of the balance in the account after payment of the benefit due to the member into a reserve account on exit of the member:
Provided that where such an accounting structure is not maintained by the fund, such amount as shall approximate what would have applied if such an accounting structure had been maintained; and
“pensionable income” means the income of a member of a pension fund or provident fund on which the benefits payable from the fund are to be calculated, whether referred to as salary, pensionable salary, pensionable income or any similar term considered by the Regulatory Authority to be suitable.
PART II
Licensing Requirements for Funds and Fund Administrators (regs 3-13)
(1) A person who wishes to establish a retirement fund shall apply to the Regulatory Authority in Form A set out in Schedule 1.
(2) An application under subregulation (1) shall be accompanied by—
(a) an application letter from the employer, stating that it wishes to establish a retirement fund;
(b) a statement from the principal officer setting out the method of funding;
(c) three years’ projection of the fund growth in terms of membership, assets including projected interest earnings;
(d) proof of consent from members; and
(e) a fee set out in Schedule 3.
(3) Where the Regulatory Authority is satisfied that conditions set out in section 5 of the Act are met, the Regulatory Authority shall issue a licence to an applicant.
(1) An employer of a member of a fund shall, within seven days of the contributions becoming payable, pay contributions referred to in section 9 in accordance with the fees schedule set out in Schedule 3.
(2) Where an employer fails to pay in accordance with subregulation (1)—
(a) the principal officer shall report the failure to the Regulatory Authority; and
(b) the employer shall be liable to pay to the fund, interest at the rate of 5% on the amount of contribution not transmitted to the fund or the latest rate of investment return declared by the fund, whichever is greater, from the first day following the expiration of the seven days within which such funds were due and payable.
A person who wishes to operate a preservation fund shall apply in accordance with regulation 3 and such application shall contain—
(a) an application letter from the employer, stating that it wishes to start a preservation fund;
(b) a statement from the principal officer setting out the method of funding;
(c) three years’ projection of the fund growth in terms of membership, assets including projected interest earnings; and
(d) proof of consent from members.
(1) A person who wishes to operate a beneficiary fund shall apply in accordance with regulation 3 and this regulation.
(2) The Regulatory Authority shall only licence an applicant under subregulation (1) if it is satisfied that—
(a) the beneficiary fund is allowed to accept and receive retirement benefits or lump sum death benefits of deceased members of retirement funds;
(b) death benefits shall be paid over by the pension fund to beneficiary fund with instructions from beneficiaries;
(c) the beneficiary fund has set up a beneficiary account when a member dies for the benefit of deceased members of the fund who are minors, still in school or disabled; and
(d) ensure that assets are objectively managed and controlled by the appointed board of trustees in the best interest of the beneficiaries or members.
(1) A person who wishes to operate an external fund shall apply in accordance with regulation 3 of these Regulations and such application fund shall further be accompanied by the following—
(a) information—
(i) the full name of the fund,
(ii) the full name and address of the fund administrator,
(iii) the full name and address of any supervisory authority to which the fund is subject in the jurisdiction in which the fund is established,
(iv) the full name and address of the custodian,
(v) the jurisdiction in which the fund is operated,
(vi) the total membership of the fund divided in terms of the number of members resident in Botswana and the rest of the members,
(vii) the full names and addresses of a representative or a principal officer and a representative of the fund members in Botswana, and
(viii) the physical address where facilities will be maintained to enable the following—
(aa) members to obtain benefit statements and payment of pension benefits,
(bb) the rules of the fund and the annual and half-yearly reports to be examined free of charge and copies to be obtained if required, and
(cc) complaints to be made for forwarding to the head office of the fund; and
(b) documentation—
(i) on the application form,
(ii) a statement or certificate from the supervisory authority of the fund, confirming that it has been authorised,
(iii) a certified copy of the rules of fund and any amendments thereto,
(iv) the audited financial statements of the previous three years,
(v) an exemption letter from the actuary where applicable,
(vi) the investment policy of the fund,
(vii) a compliance letter from the supervisory authority of the fund, and
(viii) a copy of any other document affecting the rights of the members in the fund.
(3) The documentation submitted in accordance with subregulation (2)(b) to the Regulatory Authority shall be in English.
(4) Where an external fund which existed at the date of coming into operation of the Act has admitted members resident in Botswana, such fund shall have six months from the date of operation of these Regulations within which to obtain a licence, failing which those members resident in Botswana shall cease to be members of that fund.
8. Multi-employer and individual retirement fund
(1) A person who wishes to operate a multi-employer or individual retirement fund shall apply for a licence in accordance with regulation 3 and Form B set out in Schedule 1 of these Regulations and the application shall further be accompanied by the following—
(a) a covering letter, specifying the name of the fund administrator;
(b) a licensing fee;
(c) proof of consent of members;
(d) cost to the members and employers;
(e) where applicable, a charter between the board of trustees and the management committee; and
(f) three copies of special rules, to be read in conjunction with the main rules of the multi-employer fund, duly signed by a representative of the participating employer and the principal officer of the multi-employer fund.
(2) The rules applicable to a sub-fund shall provide for the following—
(a) full name of the participating employer, including reference to any prior changes of the name;
(b) date of commencement of participation of the employer in the fund;
(c) a list of definitions, defining the terms which are frequently used in the rules, and which bear a special connotation;
(d) registered physical address of the participating employer;
(e) eligibility for membership;
(f) contribution rates of both employer and employees;
(g) retirement age encompassing normal, early and late retirement;
(h) benefits disability and death;
(i) mode of communication to members;
(j) a management committee which may consist of a minimum of three members; and
(k) any other information of importance specific to the sub-fund.
Where the Regulatory Authority is satisfied that an applicant under these Regulations has satisfied all the requirements and upon payment of a licensing fee set out in Schedule 3, issue a licence in accordance with Form A set out in Schedule 2.
A licence issued under these Regulations may be cancelled where—
(a) under section 40, the Regulatory Authority has terminated a fund; and
(b) under section 48, there has been an amalgamation of two or more funds and any fund has ceased to have assets or liabilities as a result.
11. Application for licence as fund administrator
(1) A person who wishes to apply for a fund administrator’s licence shall apply to the Regulatory Authority in accordance with Form C set out in Schedule 1, and such application shall be accompanied by the following documents—
(a) contact details of parties assisting with the application;
(b) particulars of the directors and senior managers;
(c) questionnaires for directors and senior managers;
(d) particulars of service providers;
(e) questionnaires for service providers;
(f) a risk management plan;
(g) a business plan which shall contain, amongst others, the following—
(i) business strategy and objectives of the fund administrator,
(ii) the services to be rendered,
(iii) financial projection, and
(iv) implementation plan;
(h) certified copies of incorporation documents;
(i) a structural chart of the company group, where applicable;
(j) an organisational chart of the fund administrator;
(k) a sample contract and service level agreement to be used in respect of a client pension or provident fund;
(l) a copy of the fund administrator’s professional indemnity insurance policy;
(m) a copy of report by an insurance professional advising on the amount of professional indemnity cover to be held;
(n) an overview of administration system, controls and reporting capabilities of the administrator;
(o) a declaration from the auditors that the systems and controls have been investigated and have been found to be appropriate for a fund administrator or a qualified declaration that identifies the issues that the fund administrator may have to address;
(p) a disaster recovery plan;
(q) the latest three years audited accounts and management letters of the applicant company, where applicable;
(r) an ownership structure of the applicant in columnar format showing the name and profession, business of proposed investors, address, percentage shareholding, qualifications and resume of a shareholder;
(s) the non-refundable application fee as set out in Schedule 3;
(t) the board of trustees resolution permitting the institution to undertake fund administration services;
(u) an application for approval of board of trustees members and their qualifications;
(v) attestation that the applicant or its subscribers, directors or officers have never mismanaged, either fully or partially, any fund; and
(w) any other information listed in Form C.
(2) An organisation wishing to be licensed to carry on the business of a fund administrator shall satisfy the following requirements, and shall submit evidence that it—
(a) is a company duly incorporated under the Companies Act (Cap. 42:01);
(b) shall not engage in any business other than the management of retirement funds;
(c) has the professional and technical capacity to manage retirement funds and administer retirement benefits;
(d) has satisfied all requirements determined by the Regulatory Authority, other relevant laws or any such additional requirements or conditions as may be determined from time to time by the Regulatory Authority; and
(e) possesses appropriate information and communication technology that could adequately cater for online real-time transactions in addition to keeping proper accounting records.
(3) Where a company is seeking to be licensed as a fund administrator, the minimum paid-up share capital including unimpaired reserves of the company shall be P500 000 or such value as the Regulatory Authority may from time to time determine.
(4) A company rendering administration services to a fund shall at all times have in its senior management at least four persons who are academically and professionally qualified in matters relating to administration of retirement funds, and at least one person in any of the following disciplines—
(a) insurance;
(b) law;
(c) accounting;
(d) actuarial science;
(e) economics;
(f) banking;
(g) finance; or
(h) investment of scheme funds.
(5) Where the Regulatory Authority is satisfied that conditions set out in this Regulation are met, the Regulatory Authority shall issue a licence to an applicant in accordance with Form B set out in Schedule 2.
(6) Where an administrator contravenes any provision of these Regulations, the Regulatory Authority shall forthwith notify the administrator in writing to require the administrator to furnish it with reasons as to why his or her licence as an administrator shall not be revoked within 30 days of the date of the notice.
(7) The Regulatory Authority may, where no satisfactory reasons have been furnished within the specified period, after giving a notice in writing, revoke the licence of the administrator.
(8) Where the administrator otherwise ceases to render administration services, perform administration business, or the business of the administrator is dissolved or liquidated, the licensing of an administrator by the Regulatory Authority shall be deemed to have lapsed, without prejudice to any legal obligations incurred by such administrator under the Act.
(9) Where a fund administrator’s licence is revoked due to voluntary winding up, the fund administrator shall submit with the application for approval of the appointment of a liquidator the following information—
(a) a questionnaire completed by the liquidator regarding his or her appointment as such; and
(b) a declaration by the liquidator.
(10) The application for appointment of a liquidator shall be accompanied by a certified copy of the resolution of the board of management of the fund administrator appointing the liquidator, and an indication of the justification for the liquidation.
12. Renewal of retirement fund administrator’s licence
(1) A licensed fund administrator may apply for the renewal of licence, at least one month before the date of expiry of the licence, in accordance with Form D set out in Schedule 1 and such application shall be accompanied by the following—
(a) the size of fund administered business as at the latest audited financial statements;
(b) the amount of paid-up share capital;
(c) the amount of professional indemnity covers and related insurances;
(d) the details of key persons;
(e) a chart showing the current shareholding and organisational structure of the company, with names of controllers accompanying all senior management positions;
(f) a board of trustees resolution authorising the renewal of the licence;
(g) a copy of valid fund administrator’s professional indemnity and fidelity guarantee insurance policies;
(h) proof of minimum paid-up share capital by the auditor, including unimpaired reserves of the company of P 500 000; and
(i) an updated business plan, risk management plan and services rendered.
(2) The fund administrator’s licence shall be renewable every three years.
(3) An application for renewal of a licence shall be accompanied by a non-refundable application fee set out in Schedule 3.
13. Principal officer of licensed fund
(1) A fund shall not appoint a principal officer without the approval of the Regulatory Authority.
(2) The fund shall, when appointing a person as a principal officer, ensure that the person—
(a) has not been adjudged an undischarged bankrupt or insolvent in any country;
(b) has not made an assignment to or an arrangement or composition with creditors which has not been rescinded or set aside;
(c) not been convicted by any court in any country of an offence involving dishonesty or of an offence in terms of the Act, for which the applicant was imprisoned without the option of a fine;
(d) meets the experience and qualifications requirements determined by the Regulatory Authority; and
(e) is fit to hold the office.
(3) The principal officer shall be appointed in terms of section 18 of the Act and shall complete a declaration in Form E set out in Schedule 1.
(4) A fund that is starting up shall submit the required documentation of the proposed principal officer with the application for licensing of that fund, except where the fund is participating in a multi-employer fund.
(5) Where a principal officer of a retirement fund resigns or his or her contract of employment is terminated, he or she shall submit a report in compliance with section 20(3)(b) of the Act.
(6) When a principal officer of a retirement fund resigns or his or her contract of employment is terminated, he or she shall notify the Regulatory Authority in Form F set out in Schedule 1.
PART III
Financial Reports (regs 14-15)
14. Audited financial statements by fund
(1) A fund shall, within four months after the end of its financial year, prepare and send to the Regulatory Authority under cover of a letter signed by the chairperson of the board of trustees and the principal officer of the fund, a copy of the audited annual financial statements of the fund together with a report signed by the auditor.
(2) The name of the fund and the financial year or date to which the document relates shall be shown on each of the documents submitted in terms of subregulation (1).
(3) In the case of a multi-employer fund, the fund shall, within four months after the end of its financial year, prepare and send to the Regulatory Authority under cover of a letter signed by the representative of the management committee and the principal officer of the multi-employer fund, a copy of abridged annual financial accounts of each sub-fund.
(4) The minimum requirements of the financial accounts shall be—
(a) total contributions;
(b) unremitted contributions;
(c) benefit payments;
(d) returns on investments; and
(e) expenses of the fund.
(5) In the case of an external fund, the Regulatory Authority may accept documents in a format other than that required in subregulation (1) if the information referred to in subregulation (1) is contained therein.
(6) Where the auditor is unable to sign a report in the form required by subregulation (1) without qualification, the auditor shall amend that report in such form as he or she considers appropriate provided the matters shown in that form are addressed, and include the reasons why he or she is unable to sign the report without qualification.
A fund administrator shall, within four months after the end of its financial year, furnish to the Regulatory Authority the following annual returns, in accordance with section 27 of the Act—
(a) audited financial statements; and
(b) the annual return for a fund administrator.
PART IV
Amalgamation and Transfers (reg 16-16)
16. Transfer into preservation fund
(1) Accrued retirement benefits of a member of a pension fund shall be retained in a preservation fund until retirement or death, whichever comes first.
(2) Retirement benefits may be transferred into the preservation fund from—
(a) an employer’s pension fund;
(b) another preservation fund;
(c) an employer’s provident fund; or
(d) preservation provident fund.
(3) Benefits from a provident fund may only be transferred into a preservation fund if—
(a) an employee leaves the service of a participating employer through resignation, dismissal or retrenchment;
(b) the pension fund is dissolved;
(c) an employer’s business is taken over by another employer;
(d) a member of a preservation fund chooses to transfer to another preservation fund;
(e) a member of a pension fund or the member’s dependent does not claim the benefits within 24 months of becoming entitled to them;
(f) the benefit is reduced as a result of the provisions of section 52 of the Act;
(g) a transfer from a preservation fund to an employer pension and provident fund is not allowed;
(h) a transfer between two preservation pension funds or two preservation provident funds respectively is allowed; or
(i) the benefits relate to employees of an employer whose business is taken over by another in terms of section 45.
(4) Where any member has not claimed funds within 24 months of being so entitled to the funds, the board of trustees may determine that the funds be transferred into the preservation fund.
(5) Notwithstanding anything provided in these Regulations—
(a) a member’s accrued benefit in a specific provident or pension fund may not be transferred to more than one preservation fund but the benefits may be divided between a preservation fund and a retirement annuity fund;
(b) a member may transfer a portion of his or her benefits in a preservation fund to a retirement fund;
(c) a member may transfer a portion of his or her benefit in a preservation fund to a non-member in terms of a divorce order or in terms of a maintenance order; and
(d) an employee whose retirement scheme changes from a pension fund to a provident fund shall not transfer accrued pension benefits to a preservation fund unless if the pension fund in question is dissolved.
PART V
General (regs 17-19)
(1) Any person may, upon payment of a fee set out in Schedule, inspect any document lodged with the Regulatory Authority.
(2) Any person may, upon payment of a fee set out in Schedule 3, take extracts from any document referred to in subregulation (1) or obtain a copy thereof.
18. Revocation of S.I. No. 38 of 2017
The Retirement Funds Regulations are hereby revoked.
Any decision or action lawfully taken by the Minister, Regulatory Authority or any officer prior to the commencement of these Regulations, in so far as they relate to the powers and functions of the Regulatory Authority and are not inconsistent with the provisions of these Regulations, are deemed to be decisions made and actions taken under these Regulations.
SCHEDULES
