Jan 2021 Executed Rules

NEW RULES AND AMENDMENTS TO THE RULES AND REGULATIONS OF THE COMMISSION

LEGEND: Additions are underlined; Deletions are struck through; while Justifications are italicized.

A. NEW RULES

1. RULE ON REGULATION OF FUND MANAGEMENT PRODUCTS
   (1) No person or entity shall operate any product that pools investors' monies, including discretionary or non-discretionary portfolios/funds except such person or entity is registered as a fund/portfolio manager. (2) No fund/portfolio manager shall develop and operate any product, discretionary or non- discretionary portfolio/fund without the Commission's prior approval or `no objection'. (3) No fund/portfolio manager shall advertise, market or attract investors to the existence of any product, discretionary or non-discretionary portfolio/fund other than registered collective investment schemes. (4) Every fund/portfolio manager shall submit quarterly returns and annual reports in respect of all products, discretionary or non-discretionary portfolios/funds, in a form as determined by the Commission. (5) Any person or entity that contravenes this rule shall be liable to any one or more of the following sanctions a. A penalty of not less than ₩500,000 (Five hundred thousand naira) and a_further sum of N10,000 (Ten thousand naira) for every day the violation continues in respect of each product, discretionary or non-discretionary fund/portfolio under management; b. Suspension of registration;
   c. Withdrawal of registration;
   d. Disgorgement of proceeds/income from the product, discretionary or non- discretionary portfolio/fund; e. Any other sanction the Commission deems fit in the circumstance.

2. RULE ON NOMINEE COMPANIES

3. Definition of Terms

Nominee Company
A Nominee for the purpose of this Regulation_is a company formed by a bank or other financial institution for the purpose of holding securities and other assets and administering them on behalf of the actual owners under the terms of a custodial or nominee agreement.

Holding Company/Parent Company:
For the purpose of these rules, means a bank or other eligible financial institution that owns and controls a nominee company.

Client:
Means a person who has entered into agreement with a nominee company to hold and manage its securities or other assets.

2. Business of Nominee Companies

a) The business of the Nominee shall be to take title of property, money or securities in trust for and on behalf of clients as Nominee for, or representative of such clients, to hold and deal with such property, money or securities strictly in accordance with any directions given by the respective clients from time to time to the Nominee Company.

b) A Nominee shall not engage in any business or activity except the business of Nominee companies described above

3. Functions of Nominee Companies

Maintaining accounts of securities of clients Collecting all rights and benefits on behalf of, or accruing to clients in respect of securities held a) b)

c) Managing the holding of clients including facilitating sale, purchase, lending and borrowing securities and settlement of investment obligations based on the clients' mandates d) Ensuring compliance with contractual obligations with clients and custodians e) Maintaining and reconciling records of the services referred to in sub-clauses (i) to (iv) above; f) Maintaining sufficient information and record to identify the beneficial owners of securities held by it. g) Providing periodic information to clients and custodians (where securities and other assets are transferred to the nominee company by a custodian).

4. Dealing with assets of clients

The Nominee Company shall deal with the assets that it holds on behalf of clients including custodians as follows:

a) Securities

i. Securities as defined in the Investments and Securities Act (ISA) 2007 shall be
registered in the name of the nominee or in the name of nominee and client
ii. Securities shall be stored and held in safe and secure custody or electronically
administered and maintained and shall be protected by adequate and appropriate security and administrative systems.
iii. The Nominee Company shall collect corporate action entitlements relating to all
securities held on behalf of clients, verify the calculations and convey all details to clients
iv. The Nominee Company shall have no authority to demand for board membership of
companies or to exercise any voting rights attached to shares registered in the Nominee company`s name unless instructed to do so by its clients

b) Money
The Nominee Company shall:
i. open a trust account or accounts for clients with one or more banks. The
Account name must reflect that it is a Clients' Account
ii. deposit in the account or accounts opened in terms of the above clause, any
money, which is accepted or received by it
iii. deal with Funds so deposited in accordance with the directions given to it by
its clients from time to time
iv. not co-mingle clients' monies with its own
V. not receive or hold clients' monies except for the purpose of investing in
securities under clients' instructions

c) Property

i. Immovable property shall be registered in the name of the client with power of
attorney in favour of the Nominee Company
ii. Immovable property shall be managed and secured in accordance with sound
property management practices in relation to the particular property concerned, and shall be maintained in a like manner
iii. Movable property received shall be dealt with as if it is the property of the
Nominee Company and shall be kept in safe and secure custody and shall be properly maintained if necessary
iv. Any title deed, certificate or document pertaining to property shall be dealt with
as if it were a marketable security

V. The Nominee Company shall collect all rents relating to immovable property
and pay all expenses incidental to the maintenance thereof as well as in respect of movable property held on behalf of clients, verify the calculations and timely payment thereof and convey all details to clients

5. Clients' Records and Accounts

The Nominee Company shall:
a) maintain a custody account for every client and provide information to such account to the client b) keep and maintain proper books of account and other records necessary to identify assets of each client and to discharge its obligations to its clients c) provide clients with any information reasonably required by the client concerning assets held on his or its behalf d) obtain the written authority of the client prior to receiving or holding any assets on behalf of such client e) report quarterly to its clients on assets held on their behalf and shall include all movements and changes in the holding concerned which occurred since the date on which the holding commenced or immediately prior to the report or as the client requests f) maintain basic information on the securities holders including transaction details and maintain documents in relation to transactions that have been made on behalf of the investors

6. Liabilities

The Nominee Company shall not out of its own volition incur any liability of whatsoever nature excluding liabilities arising from acts performed in carrying out its objectives as set out in its Memorandum and Articles of Association.

7. Others

a) The Nominee Company shall put in place mechanisms to protect the interest of clients and help preserve market integrity b) The Nominee Company shall ensure that its assets are segregated from the assets of clients. c) When a Nominee account is opened with a depository by a Nominee Company, the Nominee shall make a declaration that it is acting as a Nominee for its client, d) The Nominee Company shall keep clients' assets in such a way as to protect them from foreclosure, appropriation/attachment by creditors or liquidators of the Nominee.

e) In the case of a proposed merger/acquisition, of the Nominee Company, it shall notify the clients, who shall reserve the right to appoint another Nominee or elect to remain with the new entity.

f) In the event that the registration of a Nominee Company is revoked/suspended, it shall within 24 hours of receiving the Commission's notification of revocation/suspension inform its clients who shall appoint another Nominee Company within 90 days from the effective date of revocation/suspension, failing which, the Commission shall appoint another Nominee Company to takeover custody of the assets.

g) In the event of a decision by the Nominee Company to discontinue business, it shall within 2 working days notify the Commission and its clients. The clients shall appoint another Nominee within 90 days from the date of the notice and the Nominee Company shall transfer assets to the appointed Nominee of the clients within 5 working days.

h) A Nominee Company's decision to discontinue business shall not be effective without complying with the Commission's Rule on withdrawal of Registration

8. PAYMENT

The Nominee Company may demand payment for providing custody and asset administration services including providing information to account holders, rights holders and others, including for providing notifications of change and statements of holdings. However, this does not apply in regard to information to which public authorities are entitled by law or regulations.

9. OWNERSHIP STRUCTURE

The Nominee Company shall be wholly or jointly owned by (a) financial institution(s) with a minimum or combined minimum net worth of N30billion.

10. OBLIGATIONS OF THE PARENT COMPANY

In consideration of the services to be undertaken from time to time by the Nominee Company, the parent company shall submit a sworn undertaking to the Commission that it:

a) is fit and proper to own a Nominee Company for purposes of carrying out functions of Nominee as provided in SEC Rules and Regulations;

b) has a non- operating structure which allows for oversight by Executive Management and the Board of Directors of holding company over the business of the Nominee Company;

c) has evidence of a documented system of internal controls which ensures that its Nominee Company is effectively run, that the assets of clients are safeguarded and segregated and the records of the Nominee Company accurately reflects the information of clients, their assets and transactions;

d) has evidence of appropriately documented procedures to exclude unauthorized access to critical systems, the thorough testing of systems and the continuity of operations of all critical applications of its Nominee Company, including disaster recovery and a business continuity plan;

e) has an appropriate documented system of risk management;

f) shall pay all expenses of and incidental to the formation of the Nominee Company;

g) shall pay all the liquidation expenses of the Nominee Company of whatsoever nature and kind, in the event of the winding up of the Nominee Company;

h) shall not dispose of the shares it holds in the Nominee Company to any person without the prior written approval of the Commission and its lead Regulator concerned;

i) shall guarantee the due performance of the obligations of the Nominee Company to its clients.

11. REGISTRATION AS A NOMINEE COMPANY

All persons not registered by the Commission as Custodians, carrying on the business of Nominee and holding securities including equities, money market and fixed income securities, derivatives etc. except Pension Assets, on behalf of actual owners shall apply to the Commission for registration as a Nominee,

12. REQUIREMENTS FOR REGISTRATION AS A NOMINEE COMPANY

An applicant for registration as Nominee Company shall be sponsored by its holding company which shall submit the undertaking required under “Obligations of Holding Company" above along with the under listed documents completed by the Nominee Company, its directors and sponsored individuals:

a) Form SEC 3 in duplicate; b) Form SEC 2 and 2D completed by all Directors and Sponsored Individuals/ Compliance Officer in duplicates; c) Evidence of Required Minimum Paid-up Capital of N1,000.00 (One Thousand Naira only) unimpaired by losses; d) Evidence that the parent company/ shareholders (financial institutions) have a/ combined minimum net worth of N30 billion naira; e) Current Fidelity Bond covering at least 25% of the minimum capital as stipulated by the Commission's Rules and Regulations; f) Detailed curriculum vitae of sponsored individuals and Directors which should include details of activities from secondary school to date arranged chronologically with dates; (all gaps in employment and educational history should be explained); g) Copies of credentials of sponsored individuals from secondary school to date (including NYSC discharge/ exemption certificates); originals are required for sighting by officers of the Commission; h) Sponsored individuals shall meet the requirements specified in the SEC Rules on Sponsored Individuals and Compliance Officers and Qualifications of Sponsored Individuals and Compliance Officers; i) Police clearance report for each Sponsored Individual: Each sponsored individual is to report at the Commission's head office or any of its zonal offices with three recent passport photographs to commence the process; j) Copy of means of identification of the Directors and the Sponsored Individuals of the Company (International Passport, Driver's license or Permanent Voters Card); k) Profile of the Nominee Company which should include among others brief history of the company, organizational and shareholding structure, principal officers as well as details of past and current activities;

1. Operational Manual and Organizational chart of the company;
   m) Business plan; n) A copy of each of the following, duly certified by the Corporate Affairs Commission (CAC);
   i. Certificate of Incorporation
   ii. Memorandum and Articles of Association— this should include the power to
   perform the specified function; o) CAC Form(s) showing Share Capital, Return of Allotment, and Particulars of Directors; p) Latest audited accounts or audited statement of affairs of the company; q) Sworn undertaking to keep proper records and render returns as may be specified by the Commission from time to time signed by a director and company secretary (to be notarized); r) Sworn undertaking to abide by SEC Rules and Regulations and Investments and Securities Act signed by a director and company secretary (to be notarized); s) Evidence of payment of fees as contained in Schedule 1 of SEC Rules and Regulations;

t) Any other documents as may be required by the Commission.

13. OTHER REGISTRATION REQUIREMENTS

a) A Nominee Company shall have minimum of three sponsored Individuals, one of whom shall be a compliance officer;

b) The Managing Director of the Company shall at all times be among the sponsored individuals by complying with the requirements for registration of sponsored individuals;

c) A Nominee Company shall have necessary infrastructure, including vaults for safe custody of title documents, agreements etc. and information technology capability required to effectively discharge its functions.

a) b) c)
14. CODE OF CONDUCT

A Nominee Company shall abide by the Code of Conduct for Capital Market Operators and their Employees as set out in the Commission's Rules and Regulations. In addition, any person registered by the Commission as Nominee shall:

not carry out any business except the business of Nominee prescribed in these rules

not invest in securities

have a robust risk management procedure and mechanism for compliance with Anti Money Laundering/Combating Financing of Terrorism (AML/CFT) regulations of its parent company

d) in the case of merger/acquisition, notify the clients, who shall reserve the right to appoint another Nominee Company or elect to remain with the new entity.

e) within 24 hours, in the event that its registration is suspended/revoked, notify all its clients including custodians of the suspension/revocation and their obligation to appoint another Nominee Company within 90 days from the effective date of suspension/revocation. Where any client fails to appoint another Nominee, the Commission shall appoint another Nominee_to takeover custody of the assets.

f) in the event of a decision by the Nominee Company to discontinue business, notify the Commission and its clients within 24 hours. The Nominee Company shall notify the clients of their obligation to appoint another Nominee within 90 days from the date of the notice and the Nominee Company shall transfer assets to the appointed

Nominee of the clients within 5 working days, failing which the Commission shall appoint a Custodian.

g) comply with the Commission's Rules on withdrawal of registration before the decision to discontinue business shall be effective.

15. A Nominee Company shall comply with the Commission's Rules on internal controls;
    monitoring, review, evaluation and inspection of systems and controls; separate custody account; agreement with the client; preservation of records and disclaimer of liability.

16. RULE ON GENERAL RULES FOR COLLECTIVE INVESTMENT SCHEMES

17. General Rules for Collective Investment Schemes (CIS)

(1) All units/securities of a collective investment scheme shall be registered by the Commission.

(2) All units/securities subject to registration by the Commission may be offered through the following methods (a) offer for subscription; (b) offer for sale;

(3) Units/securities of a collective investment scheme may be registered by way of a shelf registration and the following provisions shall be applicable (a) Definition of Shelf Registration: Shelf Registration is a filing undertaken by issuers intending to access the market in the near future. It permits issuers to disclose certain information in a core disclosure document that is updated on a regular basis; (b) General Requirements:
(i) The value of the shelf programme shall not be less than N5 billion (ii) An issuer may issue, offer or purchase, or make an invitation to subscribe for or purchase units under a shelf registration where at the time of the issue, offer or invitation, there is in force a shelf prospectus as updated by a supplementary shelf prospectus, both of which have been registered by the Commission; (c) A shelf prospectus shall be subject to renewal every three years from the date of its issue; (d) A shelf prospectus shall- (i) comply with the general form and contents of a prospectus as set out in these Rules and Regulations; (ii) state that the Shelf Prospectus has been registered by the Commission; (iii)state that the registration of the Shelf Prospectus and Supplementary Shelf Prospectus shall not be taken to be that the Commission endorses or recommends the securities or assumes responsibility for the correctness of any statements made or opinions or reports expressed therein; (iv)contain a statement that no units will be allotted or issued on the basis of the Shelf Prospectus read together with any Supplementary Shelf Prospectus later than three years after the date of the issue of the Shelf Prospectus; (v) if it contains any statement made by an expert or contains what purports to be a copy of or an extract from a report, memorandum or valuation of an expert, state the date on which the statement, report, memorandum or valuation was made and whether or not it was prepared by the expert for incorporation in the Shelf Prospectus;

(vi)set out such other information as may be specified by the Commission.

(f) A supplementary shelf prospectus shall—
(i) state such information as may be specified in these Rules and Regulations on contents of prospectus; (ii) state the offer period which should not be longer than twenty-eight (28) working days from the date of the issue of the Supplementary Prospectus or such longer period as may be allowed by the Commission; (iii)disclose information such as:
I. where a matter has arisen and information in respect of that matter
would have been required by the Act, these Rules and Regulations or any listing requirements of a recognized securities exchange, to be disclosed in a prospectus if the matter had arisen at the time the Shelf Prospectus was prepared;

II. where there has been a significant change affecting a matter
disclosed in the Shelf Prospectus;

III. where the Shelf Prospectus contains a statement or information that
is false or misleading;

IV. where the Shelf Prospectus contains a statement or information from
which there is a material omission;

V. that the Supplementary Shelf Prospectus has been registered by the
Commission and that a copy has been lodged with the Securities Exchange where the units/securities are listed.

(iii) All shelf documents shall be made accessible to the public at the office/on the website of the Fund Manager/Promoter.

(iv)The Fund Manager/Promoter of a shelf prospectus shall pay a filing fee of N50,000 and a vetting fee of N200,000 at the time of placement of documents on the shelf and the appropriate fees for registration of units/securities as provided in these Rules and Regulations at the time of the issuance of the units/securities.

(v) In the case of a renewal, the Fund Manager/Promoter of a shelf prospectus shall pay a filing fee of N50,000 and a vetting fee of N200,000.

4. RULE ON ANNUAL SUPERVISION FEES FOR COLLECTIVE INVESTMENT
   SCHEMES/ Schedule I, Part B, Others

(1) All CIS fund managers shall pay annual supervisory fees of 0.005% of the net asset value of the CIS under management not later than 31st January of every year failing which the fund manager shall be liable to a penalty of N100,000 and a further sum of N5,000 for every day of default.

(2) Every fund/portfolio manager shall pay the following annual regulatory fees not later than 31st January a. 0.25% of the total asset of all discretionary and non-discretionary funds/portfolios (other than CIS) under the management of the fund/portfolio manager targeted at retail investors b. 0.01% of the total asset of all discretionary and non-discretionary funds/portfolios (other than CIS) under the management of the fund/portfolio manager targeted at qualified investors

(3) A fund/portfolio manager shall be liable to a penalty of not less than N100,000 and a further sum of N5,000 for every day of default for failure to comply with (2) above.

5. RULE ON PAYMENT OF ADMINISTRATIVE CHARGES FOR REVIEW OF
   SUPPLEMENTAL DEEDS AND AMENDMENTS TO SUNDRY AGREEMENTS/
   Schedule I, Part B, Others

(1) Every proposed alteration to any document submitted with respect to the administration of a scheme shall attract the following processing charges

NATURE OF ALTERATION
CHARGE
(a)
Supplemental trust deed
N100,000
(b) Amended and Restated trust deed
N200,000
(c) Where (b) above involves the merger of two or more funds | N50,000 (additional) (d) Amendments to any other agreement/document N100,000 (e) New agreement/document not previously filed during the | N100,000 scheme offer or launch (f) Request for legal opinion or advisory clarifications Not less than N50,000

(2) Every draft document, amendment or supplemental listed in (1) requiring the Commission's approval or “No Objection” must be accompanied with evidence of payment of the corresponding administrative charge;

(3) Failure to comply with (2) above shall be treated as non-filing.

(4) The above charges in (a)-(d) shall not apply to alterations made as a result of new or amendments to the Rules and Regulations or the Act; Provided that were such document also includes additional alterations not as a result of new or amendments to the Rules and Regulations or the Act, the above charges shall apply.

6. RULE ON CROWDFUNDING

PART 1 - GENERAL PROVISIONS

1. Definition of Terms

Act: The Investments and Securities Act 2007, or as amended;

AML/CFT: Anti-Money Laundering /Combating the Financing of Terrorism;

Associated Person: means any sole proprietor, partner, officer, director or manager of a funding portal, or other natural person occupying a similar status or performing similar functions, or any natural person directly or indirectly controlling or controlled by a funding portal member, or any employee of a funding portal member;

Blind pool: A company that raises capital from the public without any stated investment goals informing investors how their funds will be utilised;

Complex Structures: A complex structure is an entity without immediate transparency of ownership and/or control thereby making it difficult to immediately ascertain the beneficial owners of the entity;

Control: For the purpose of this rule, an entity will be regarded as controlled by the Fundraiser or being under common control with the Fundraiser where the Fundraiser or the entity in control:

(a) beneficially owns more than one half of the issued share capital of the company; or

(b) is entitled to vote a majority of the votes that may be cast at a general meeting of the company, or has the ability to control the voting of a majority of those votes, either directly or through a controlled entity of that company;

(c) is able to appoint or to veto the appointment of a majority of the directors of the company;

(d) is a holding company, and the company is a subsidiary of that company as contemplated by the Companies and Allied Matters Act.

(e) has the ability to materially influence the policy of the company in a manner comparable to an entity who, in ordinary commercial practice, can exercise an element of control referred to in paragraphs (a) to (d).

Cooling-off Period: An interval during which the investor can withdraw the decision to invest;

Crowdfunding: The use of small amounts of money, obtained from a large number of individuals or organizations, to fund a project or, a business through an online web- based platform;

Crowdfunding Portal: A website, platform, portal, intermediary portal, application, or other similar module that facilitates interaction between Fundraisers and the investing public;

Crowdfunding Intermediary: An entity organized and registered as a corporation to facilitate transactions involving the offer or sale of securities or investment instruments through a Crowdfunding Portal;

Commodities Investment Platform: An electronic platform that connects investors to specific agricultural or commodities projects for the purpose of sponsoring such projects in exchange for a return;

Family Member: A member of the investor's household or a relative with whom the investor has a close personal relationship including any person who lives with the investor;

Funding Round: The round of funding for a specific project, business, or venture hosted on a crowdfunding portal to raise funds from a large number of people in exchange for shares, debt securities or other investment instruments approved by the Commission;

High Net Worth Investor: Shall have the same meaning as provided in the SEC Rules;

Investment-based crowdfunding: The process of raising funds from the public through an online portal in exchange for shares, debt securities or other investment instruments approved by the Commission;

Investment Instruments: Ordinary shares, plain vanilla bonds or debentures, and simple investment contracts approved by the Commission for issuance through a crowdfunding portal from time to time";

Investor: is as defined in the Act;

Fundraiser: refers to the originator, maker or obligor of the investment instrument to be issued pursuant to these Rules;

KYC: Know Your Customer;

Material Adverse Change: Means any event, development or circumstance that has had or could reasonably be expected to have an unfavourable effect. It also includes changes in the condition (financial or otherwise), operations, business, performance, properties or assets of the Fundraiser and its Subsidiaries, taken as a whole such that it would impede them from delivering on their intended activity or commitment;

Minimum Threshold: The minimum percentage of the target amount which must be raised by a Fundraiser in a funding round in order to be eligible for the disbursement of the proceeds;

MSME: Micro, small and medium enterprises shall be as prescribed by the Small and Medium Enterprises Development Agency of Nigeria (SMEDAN) in relation to total asset annual turnover or number of employees;

Non-Permissible Investment Instrument: Means any investment instrument other than an Instrument defined under investment instrument;

Operator: A Crowdfunding Intermediary registered by the Commission;

Plain vanilla bonds/debentures: Non-complex debt instruments with fixed rates and a defined maturity that involves an investor (lender) purchasing a bond at its face value, receiving periodic interest payments from the bond Fundraiser (borrower) and receiving the full principal upon maturity;

Predecessor: An entity which has been replaced by another entity whether through a merger, acquisition, or other form of corporate action;

Public Company by Default: A private company whose members exceed 50 as prescribed by the Companies and Allied Matters Act (CAMA) at the end of a funding round;

Qualified Institutional Investor: Shall be as defined in the SEC Rules;

Retail Investor: Any individual investor other than a Corporate, High Net worth, Sophisticated Investor or Qualified Institutional Investor;

Simple Investment Contract: A contract or scheme for the placing of capital in a way intended to secure income or profit from its employment and includes participation in any profit-sharing agreement by virtue of which:

• The investors provide the capital;

:
The promoters manage, control and/or operate the enterprise; and The investors share in the earnings and profits;

Sophisticated Investor: Shall for the purpose of this Rule, mean any person with 3 years' experience of actively investing in the capital market and understands the relationship between risk and return;

Tag-along Rights: Means pre-negotiated agreements allowing minority stakeholders to sell shares under the same conditions as majority stakeholders.

Target Plan: Means the proposed use of the funds to be raised on the portal specifying full details of the project to be funded and documentary evidence of all forms of insurance, and contract with relevant third parties including off-takers and land owners (as applicable).

Trust Account: is as defined in the Act.

2. Applicability
   These Rules shall apply only to Investment-Based Crowdfunding.

3. Eligibility

Only the following entities shall be eligible to raise funds through a Crowdfunding Portal operated by a registered Crowdfunding Intermediary, in exchange for the issuance of investment instruments;

i. MSMEs incorporated as a company in Nigeria with a minimum of two-years
operating track record;

ii. MSMEs incorporated as a company in Nigeria with less than 2 years operating
track record but which has a strong technical partner that possesses a minimum of 2 years operating track record or has a core investor;

4. Exemptions from Certain Provisions of the Act

5. A Fundraiser may offer or sell investment instruments under these Rules without the
   need for prior registration of the investment instruments pursuant to the Act, provided that:

a. The Fundraiser is an entity incorporated in Nigeria, and accredited and/or accepted by a Crowdfunding Intermediary to utilize its portal;

b. The aggregate amount of investment instruments that can be offered and sold by the Fundraiser within a 12-month period shall comply with the following limits:

i. The maximum amount which may be raised by a Medium enterprise shall
not exceed N100Million;

ii. The maximum amount which may be raised by a Small enterprise shall not
exceed N70Million;

iii. The maximum amount which may be raised by a Micro enterprise shall not
exceed N50Million

2. The limits set forth above shall not apply to Commodities Investment Platforms, or
   such other MSMEs as may be designated by the Commission from time to time.

3. The aggregate amount of investments instruments sold to any investor across all
   Fundraisers in investment-based crowdfunding during the 12-month period shall not exceed the following limits:

(i) Retail investors may not invest more than 10% of their net annual income in a calendar year.

(ii) Sophisticated, High Net worth and Qualified Institutional Investors are not subject to the limits set forth above.

4. The issuance of investment instruments shall be conducted through a Crowdfunding
   Portal operated by a registered Crowdfunding Intermediary.

5. For the purpose of calculating the aggregate amount of investment instruments
   offered and sold by Fundraiser under this Rule, and determining whether a Fundraiser has previously sold investment instruments within a 12-month period, the term Fundraiser as used in this Rule, shall include all entities controlled by or under common control with the Fundraiser and any predecessors of the Fundraiser.

PART 2 - CROWDFUNDING PORTAL REQUIREMENTS

5. General Provisions

(a) Every portal that facilitates, operates, provides or maintains interactions between fundraisers and the investing public (crowd) in Nigeria for the purpose of any investment-based crowdfunding shall be operated only by an entity registered as a Crowdfunding Intermediary

(b) An entity is considered to be facilitating, operating, providing or maintaining a Crowdfunding Portal in Nigeria if:

(i) the Crowdfunding Portal is operated, provided or maintained in Nigeria; or

(ii) the Crowdfunding Portal is located outside Nigeria but targets Investors in Nigeria; or

(iii)the component parts of the portal when taken together are physically located in Nigeria even if any of its component parts, in isolation, is located outside Nigeria;

(c) A Crowdfunding Portal that is located outside Nigeria will be considered as actively targeting investors in Nigeria if the operator, or the operator's representative, promotes directly or indirectly the Crowdfunding Portal in Nigeria;

(d) The requirement for registration as a Crowdfunding Intermediary is as listed in
Schedule 1 of these Rules;

(e) These provisions do not apply to:

(i) a technology service provider who merely provides the infrastructure, software or the system to an operator;

(ii) an operator of a communication infrastructure that merely enables orders to be routed to an approved stock market;

(iii)an operator of a financial portal that aggregates content and provides links to financial sites of service and information provider.

6. Registration Requirements

(a) An application for registration of a Crowdfunding Intermediary shall be made to the Commission in the prescribed form and in the manner specified by the Commission and shall be accompanied with Certified True Copies (CTC) of:

(i) The certificate of incorporation certified by the Corporate Affairs Commission (CAC);

(ii) Memorandum and Articles of Association and amendments (if any) certified by the Corporate Affairs Commission;

(iii) CAC Form(s) showing Statement of Share Capital, Return of Allotment, and Particulars of Directors;

(iv) Latest copy of the audited accounts or a copy of