Official Consolidation of the Securities Act, 83.02

SECURITIES ACT
CHAPTER 83:02
LAWS OF TRINIDAD AND TOBAGO
Act
Amended by
(*See Notes on page 2)
L.R.O. 1/2026
Current Authorised Pages Pages Authorised (inclusive) by L.R.O. 1–507 .. 1/2026

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Index of Subsidiary Legislation
Page
Securities (General) Bye-Laws (LN 41/2015) … … … … 211 Securities (Collective Investment Schemes) Bye-Laws (LN 71/2023) … 275 Note on Subsidiary Legislation This Chapter also contains subsidiary legislation enacted under Act No. 32 of 1995, which has been saved by Act No. 17 of 2012 and is attached as an Appendix to this Act. Note on Consequential Amendments
Section 172 of this Act (No. 17 of 2012) amended both the Proceeds of Crime Act
(Chap. 11:27) and the Financial Institutions Act (Chap. 79:09). These amendments have been duly incorporated into the respective Acts and section 172 deleted accordingly. Note on Act No. 4 of 2017 Amendments made to this Act by Act No. 4 of 2017 took effect on 6th July 2017, by LN 63/2017. Note on Act No. 7 of 2020 Amendments made to this Act by Act No. 7 of 2020 took effect on 14th October 2024, by LN 181/2024. Note on Act No. 10 of 2020 Amendments made to this Act by Act No. 10 of 2020 took effect on 11th May 2020, by LN 92/2020. Note on Act No. 25 of 2020 Amendments made to this Act by Act No. 25 of 2020 took effect on 22nd December 2020, by LN 409/2020 and 8th December 2025 by LN 451/2025. Note on Act No. 1 of 2024 Amendments made to this Act by Act No. 1 of 2024 took effect on 14th October 2024, by LN 183/2024. Note on Act No. 15 of 2024 Amendments made to this Act by Act No. 15 of 2024 took effect on 14th October 2024, by LN 185/2024.

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Note on Act No. 17 of 2024
Amendments made to this Act by Act No. 17 of 2024 took effect on 15th August 2025, by LN 283/2025 and 8th December 2025 by LN 452/2025. Note on Act No. 7 of 2025 Amendments made to this Act by Act No. 7 of 2025 took effect on 17th November 2025, by LN 420/2025.

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CHAPTER 83:02
SECURITIES ACT
ARRANGEMENT OF SECTIONS
SECTION
PART I
PRELIMINARY

Short title.
Commencement.
Act inconsistent with Constitution.
Interpretation.
PART II
THE SECURITIES AND EXCHANGE COMMISSION DIVISION 1—ESTABLISHMENT, FUNCTION AND POWER
Establishment of the Commission.
Functions of the Commission.
Powers of the Commission.
Delegation of powers.
Custody and use of seal.
DIVISION 2—MEMBERSHIP
Constitution of Commission.
Disqualification for appointment.
Term of office and remuneration.
Protection of Commissioners, employees or agents.
Confidentiality.
DIVISION 3—PROCEEDINGS OF COMMISSION
Meetings.
Committees.
Minutes.
Declaration of interest.
Co-operation with Central Bank and other agencies.

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20. Annual report.
21. Regulation of business.
DIVISION 4—STAFF
22. Appointment of chief executive officer.
23. Appointment of experts.
24. Appointment of other staff.
25. Transfer of officers to the public service and vice versa.
26. Transfer on secondment.
DIVISION 5—FINANCIAL PROVISIONS
27. Funds and resources of the Commission.
28. Financial powers.
29. Application of funds.
30. Cash deposits and payments.
31. Accounts and audit.
DIVISION 6—FILING OF DOCUMENTS
32. Filing of documents with Commission.
33. Public availability of filed documents.
PART III
THE TRINIDAD AND TOBAGO STOCK EXCHANGE AND OTHER SELF-REGULATORY ORGANISATIONS DIVISION 1—THE STOCK EXCHANGE AND THE CENTRAL DEPOSITORY
34. Registration of Stock Exchange and Central Depository.
35. Rules of the Stock Exchange and Central Depository.
DIVISION 2—SELF-REGULATORY ORGANISATIONS
36. Registration of a self-regulatory organisation.
37. Registration requirements.
38. Application for registration.
39. Obligatory rules of governance.
40. Procedure on proposed amendment to rules of governance.
SECTION

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41. Power of Commission to require change in rules of governance.
42. Restriction on imposition of fees schedule.
43. Membership.
44. Application for review.
45. Delisting of securities.
46. Appointment of auditor.
47. Contingency fund of securities exchange.
48. Sanctions re: self-regulatory organisations.
49. Complaints re: self-regulatory organisations and person required to
be registered.
50. Dispute between members.
PART IV
REGISTRATION OF REGISTRANTS
51. Registration requirement.
52. Registration by the Commission.
53. Transitional provisions.
54. Requirements for substantial shareholders of registrants.
55. Termination and suspension of registered representative status.
56. Application for registration and continuing disclosure.
57. Issue of warning.
58. Revocation of registration.
58A. Commission may revoke registration.
59. Surrender of registration.
60. Offence.
61. Registration of reporting issuers.
62. Registration of securities.
PART IVA
FINANCIAL REPORTING OF REGISTRANTS 62A. Financial Reporting Audited annual comparative financial statements of registrants. 62B. Interim financial statements. ARRANGEMENT OF SECTIONS—Continued
SECTION

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62C. Financial statements by individuals.
62D. Filings to be in addition to other requirements.
PART V
DISCLOSURE OBLIGATIONS OF REPORTING ISSUERS
63. Annual reports.
64. Timely disclosure of material changes.
65. Annual financial statements.
66. Interim financial statements.
67. Filing and delivery of financial statements.
68. Proxy solicitation.
69. Exemptions for certain foreign issuers.
70. Offence.
71. Ceasing to be a reporting issuer.
PART VI
DISTRIBUTION
72. Definition and construction.
73. Prospectus required.
74. Advertising.
75. Delivery of prospectus.
76. Contents of prospectus.
77. Amended prospectus.
78. Expert’s consent.
79. Exemptions.
80. Exemptions for approved foreign issuers.
81. Resale restrictions.
82. Receipt for prospectus.
83. Commencement and cessation of distribution.
84. Post-distribution statement.
PART VII
MARKET CONDUCT AND REGULATION
DIVISION 1—STAMP DUTY
85. Exemption from stamp duty.
SECTION

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DIVISION 2—TRANSACTIONS CONDUCTED OTHER THAN THROUGH A SECURITIES EXCHANGE
86. Trades conducted other than through a securities exchange.
DIVISION 3—RECORD-KEEPING AND COMPLIANCE REVIEWS
87. Record-keeping.
88. Provision of information to the Commission.
89. Compliance reviews.
90. Compliance directions.
DIVISION 4—MARKET MANIPULATION OFFENCES
91. False trading and artificial prices in a securities market.
92. Price rigging.
93. Dissemination of information containing a misrepresentation.
94. Securities market manipulation.
95. Use of fraudulent or deceptive devices.
96. Excessive trading.
97. Standard of conduct for registrants.
98. Restrictions on recommendation.
99. Offence.
DIVISION 5—INSIDER TRADING
100. Prohibition on use of material non-public information.
101. Prohibition on the disclosure of material non-public information.
102. Offence.
103. Transaction not void or voidable.
104. Exceptions to sections 100 and 101.
105. Defence not available.
106. Presumptions.
DIVISION 6—MARKET PRACTICES
107. Client accounts.
108. Registrant to send documents to beneficial owner.
109. Confirmation to be sent to client.
ARRANGEMENT OF SECTIONS—Continued
SECTION

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110. Notification to Commission.
111. Restriction on trading at residence.
112. Control of advertisement.
113. Seller of security to declare non-ownership.
114. Declaration as to short position.
115. Prohibition on use of name of another registrant.
116. Representation as to registration.
117. Approval of Commission not to be advertised.
PART VIII
SIMPLIFIED CLEARING FACILITIES
118. Application of Part.
119. Definitions.
120. Use of clearing agency as registered owner of security.
121. Transfer of securities through clearing agency.
122. Transfer by record entry participants.
123. Blocked account.
124. Effecting pledge by record entry.
125. Effecting blocked account by record entry.
126. Security subject to restriction.
127. Blocking account by Court order.
128. Limitation on rights of participants.
129. Withdrawal of security.
130. Issuer’s duty to request list of participants and beneficial owners.
131. Access to clearing agency records.
132. Incorrect entry by clearing agency.
133. Liability in extraordinary circumstances.
134. Application to Court to rectify records.
135. Participation by financial institutions.
PART IX
REPORTING BY PERSONS CONNECTED WITH ISSUERS
136. Reports by certain connected persons.
136A. Requirements re: Beneficial Ownership Information.
SECTION

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137. Disclosure of beneficial interest in share capital.
138. Offences.
PART X
CIVIL LIABILITY
139. Liability for misrepresentation in prospectus, damages.
140. Action by purchasers for rescission for misrepresentation in a
prospectus.
141. Liability for misrepresentation in other offering document.
142. Civil liability for trading contrary to section 100.
143. Civil liability for market misconduct offences.
144. Commission may seek leave to appear or intervene in an action.
145. Non-derogation of rights.
PART XI
GENERAL PROVISIONS AND ENFORCEMENT DIVISION 1—GUIDELINES AND BYE-LAWS
146. Guidelines.
147. Consultation on proposed Guidelines.
148. Bye-laws.
149. Publication of proposed Bye-laws.
DIVISION 2—INVESTIGATIONS
150. Investigations by the Commission.
151. Power to obtain information and documents.
152. Restrictions on withholding or concealing.
153. Protection of persons providing information.
DIVISION 3—ORDERS OF THE COMMISSION
154. Power to order cessation of trading or distributions.
155. Orders in the public interest.
156. Order for administrative fine.
156A. Administrative fines may be imposed for certain offences. ARRANGEMENT OF SECTIONS—Continued
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156AA. Additional administrative fines.
156B. Jurisdiction and limitation.
157. Procedures for orders of the Commission.
DIVISION 4—MARKET MISCONDUCT PROCEEDINGS
158. Market misconduct proceedings.
DIVISION 5—HEARINGS
159. Conduct of hearings.
DIVISION 6—APPEALS
160. Appeals for review.
161. Appeals to the High Court.
DIVISION 7—ORDERS OF THE HIGH COURT
162. Court order for enforcing compliance.
163. Appointment of receiver or receiver-manager.
164. Appointment of liquidator.
DIVISION 8—OFFENCES
165. General offences.
165A. Prohibited scheme.
166. Liability of senior officer.
167. Costs.
168. Referral of matters to Director of Public Prosecutions.
169. Notice of adverse report.
169A. Freedom of Information Act, Ch. 22:02 to apply.
PART XII
REPEAL AND TRANSITIONAL PROVISIONS
170. Transitional provisions.
171. Act No. 32 of 1995 repealed.
SCHEDULE.
SECTION

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CHAPTER 83:02
SECURITIES ACT
An Act to provide protection to investors from unfair, improper or fraudulent practices; foster fair and efficient securities markets and confidence in the securities industry in Trinidad and Tobago; to reduce systemic risk, to repeal and replace the Securities Industry Act, Chap. 83:02 and for other related matters. *[ASSENTED TO 24TH DECEMBER 2012] WHEREAS it is enacted inter alia by subsection (1) of section 13 of the Constitution that an Act to which this section applies may expressly declare that it shall have effect even though inconsistent with sections 4 and 5 of the Constitution and, if any such Act does so declare, it shall have effect accordingly:
And whereas it is provided by subsection (2) of the said
section 13 of the Constitution that an Act to which this section
applies is one the Bill for which has been passed by both Houses of Parliament and at the final vote thereon in each House has been supported by the votes of not less than three-fifths of all the members of that House:
And whereas it is necessary and expedient that the provisions of this Act shall have effect even though inconsistent with sections 4 and 5 of the Constitution:
PART I
PRELIMINARY

This Act may be cited as the Securities Act.
This Act came into operation on 31st December 2012.
This Act has effect even though inconsistent with
sections 4 and 5 of the Constitution.
*See section 2 for date of commencement.
17 of 2012.
Preamble.
Short title.
Commencement.
408/2012.
Act inconsistent with
Constitution.

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4. (1) In this Act unless the context otherwise requires—
“ad hoc Commissioner” means a person appointed under
section 10(7);
“affiliate” means an affiliated body corporate or affiliated person within the meaning of subsection (2); “Alternative Trading System” or “ATS” means a securities market that— (a) is not a quotation and trade reporting system or a securities exchange; and (b) does not— (i) require an issuer to enter into an agreement to have its securities traded on the securities market; (ii) provide, directly or through one or more subscribers, a guarantee of a two-sided market for a security on a continuous or reasonably continuous basis; (iii) set requirements governing the conduct of subscribers, other than conduct in respect of the trading by those subscribers on the securities market; and (iv) discipline subscribers other than by the exclusion from participation in the securities market; “approved foreign issuer” means a foreign issuer— (a) that is on the date of its application to be a reporting issuer under section 61(1) or at the date of its filing of a revised registration statement under section 61(2), the equivalent of a reporting issuer under the securities laws of a designated foreign jurisdiction; (b) that has been for the three years immediately preceding the relevant date the equivalent of a reporting issuer under the securities laws of a designated foreign jurisdiction; and (c) that is subject to foreign disclosure requirements; (d) (Deleted by Act No. 9 of 2014); Interpretation. [9 of 2014 12 of 2025].

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“approved rating” means an investment grade rating or higher from a designated rating organisation; “asset-backed security” means any security that is primarily serviced by the cash flows of a distinct pool of receivables or other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period, together with any rights or other assets designed to assure the servicing or timely distribution of proceeds to security holders; “associate”, when used to indicate a relationship with any person, means— (a) an entity of which that person beneficially owns or controls, directly or indirectly, either shares or securities currently convertible into shares, carrying twenty per cent or more of the voting rights; (b) a partner of that person acting on behalf of the partnership of which they are partners; (c) a trust or estate, in which that person has a substantial beneficial interest or in respect of which he serves as a trustee, legal representative or in a similar capacity; (d) a spouse or child of that person; or (e) a relative of that person if that relative has the same residence as that person; “bank” has the meaning assigned to it in the Financial Institutions Act; “beneficial owner” means— (a) any natural person who ultimately owns or controls a legal entity or the natural person on whose behalf a transaction is being conducted and includes the natural person who exercises ultimate effective control over a legal person or arrangement; and (b) in respect of a reporting entity means— (i) any natural person who owns or controls through direct or indirect ownership or Ch. 79:09.

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L.R.O. 1/2026 through other means at least ten per cent of the voting rights, voting shares, or share capital of the reporting entity; (ii) any natural person who exercises control over the reporting entity alone or together with others through any contract, understanding, relationship, intermediary or tiered entity; or (iii) any natural person who ultimately owns or controls or exercises ultimate effective control over the reporting entity indirectly or through other means; (iv) if no person is identified under subparagraphs (i), (ii) and (iii) above, the natural person who holds the position of senior managing official; and (v) where that reporting entity is a trust or other form of legal arrangement, the beneficial owner of that trust or other form of legal arrangement as identified under
section 10A of the Trustees Ordinance;
“beneficial ownership”, in relation to a security, means entitlement to the benefits of ownership of the security and includes direct or indirect ownership, ownership through a trustee, whether a domestic or foreign trust, legal representative, agent or other intermediary, and a person shall be deemed to have beneficial ownership of a security, including an unissued security, if the person is the beneficial owner of a security convertible into the underlying security, or an option or right to purchase the underlying security or securities convertible into the underlying security— (a) under all circumstances; or (b) by reason of the occurrence of an event that has occurred and is continuing; “Beneficial Ownership Information” means the identification documents or information on the beneficial owner of the reporting entity as required under this Act;

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Ch. 79:09.
“blocked account” means an account of a participant over which a person other than the participant exercises control pursuant to procedures established under section 123; “branch office” means an office or place of business, whether in Trinidad and Tobago or elsewhere, where a registrant registered under section 51(1) conducts all or any part of its business for which registration is required under this Act, other than its principal place of business in Trinidad and Tobago, but does not include an office established solely for the purpose of— (a) promoting the services of the registrant; or (b) performing functions which are solely administrative in nature; “broker-dealer” means a person engaging in, or holding himself out as engaging in, the business of— (a) effecting transactions in securities for the account of others; (b) buying or selling securities for his own account and who holds himself out at all normal times, as willing to buy and sell securities at prices specified by him; or (c) such other activities as may be prescribed; “business combination” means an amalgamation, merger, arrangement, or similar transaction; “business day” means any day on which institutions licensed under the Financial Institutions Act are open for the conduct of business in Trinidad and Tobago; “Bye-law” means any Bye-law made under section 148; “Central Depository” means the Trinidad and Tobago Central Depository Limited; “Certificate of Acceptance” means a Certificate issued by the Commission under the Virtual Assets and Virtual Asset Service Providers Act, 2025 to conduct virtual asset actvities; “Chairman” means the Chairman of the Commission appointed under section 10;

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“clearing agency” includes the Central Depository and any entity that— (a) maintains records of trades of securities for the purpose of settling claims for money and securities; (b) maintains records of transfers and pledges of securities for the purpose of permitting securities to be transferred by record entry; (c) holds security certificates deposited with it for the purpose of permitting securities to be transferred by record entry; (d) acts as an intermediary in paying funds or delivering securities, or both, in connection with trades and other transactions in securities; (e) provides centralised facilities for the clearing of trades and other transactions in securities, including facilities for comparing data in respect of the terms of settlement of a trade or transaction; or (f) provides centralised facilities as a depository of securities, but does not include a broker-dealer or financial institution acting exclusively in the ordinary course of its business; “cohabitant” has the meaning assigned to it in the Cohabitational Relationships Act; “collective investment scheme” means any arrangement with respect to property of any description including money— (a) the purpose or effect of which is to enable persons taking part in the arrangement, whether by becoming owners of the property or any part of it, or otherwise to participate in or receive profits or income arising from the acquisition, holding, management or disposal of the property or sums paid out of such profits or income; and Ch. 45:55.

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Ch. 15:08.
(b) that does not invest—
(i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is itself a collective investment scheme; or (ii) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is itself a collective investment scheme; “Commission” means the Trinidad and Tobago Securities and Exchange Commission established under section 5; “Commissioner” means any person appointed under section 10 as a Commissioner or temporary Commissioner; “commodity”, in relation to a contract, means any produce, item, goods or article and includes an index, right or interest in such commodity of any nature as may be prescribed; “communications” has the meaning assigned to it in the Interception of Communications Act; “contingency fund” means a fund established by a selfregulatory organisation under section 47 created for the purpose of compensating customers for losses resulting from the insolvency, bankruptcy or default of a member of the Stock Exchange; “control”, in relation to an issuer, means the power of a person, or persons acting jointly or in concert, by virtue of the holding of securities of the issuer, or by virtue of any agreement, arrangement, commitment or understanding with any person or persons, to direct that the business and affairs of the issuer be conducted in accordance with the wishes of such person or persons, and is— (a) deemed to exist where the person or persons exercise control or direction over fifty per cent or more of the voting power in, or in relation to, that issuer; and (b) presumed to exist where the person or persons exercise control or direction over thirty per cent or more of the voting power in, or in relation to, that issuer;

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“control”, in relation to a security, is deemed to exist where— (a) the person, directly or indirectly, directs the trading or voting of the security; (b) the security is owned by an issuer that the person controls; or (c) the security is owned by an affiliate of the person or by an issuer that the person controls; “declared agreement” means the 1989 TIEA as defined in
section 5 of the Tax Information Exchange Agreements
(United States of America) Act, 2017 and the 2016 IGA as defined in section 9 of the Tax Information Exchange Agreements (United States of America) Act, 2017 and the Convention on Mutual Administrative Assistance in Tax Matters Act; “derivative” means an option, swap, futures contract, forward contract, or other financial or commodity contract or instrument whose market price, value, delivery obligations, payment obligations or settlement obligations are derived from reference to or based on an underlying interest (including a value, price, rate, variable, index, event, probability or thing), but does not include any contract or instrument that is prescribed not to be a derivative or that by reason of Bye-law under section 148(1)(tt) is not a derivative; “designated foreign jurisdiction” means a jurisdiction that is declared to be a designated foreign jurisdiction under subsection (9); “designated rating organisation” means a rating organisation that is declared to be a designated rating organisation under subsection (9); “director” means a director of a company or an individual performing a similar function or occupying a similar position for or in relation to an entity, including the trustee of a trust; “distribution” means a trade— (a) in securities of an issuer that have not previously been issued; Ch. 76:51. Ch. 76:50.

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(b) in previously issued securities of an issuer that have been redeemed, repurchased or otherwise re-acquired by the issuer; (c) by an underwriter, acting as underwriter, in previously issued securities where such securities— (i) were not registered pursuant to this Act; and (ii) were purchased from the issuer by such underwriter less than six months prior to such trade; or (d) in previously issued securities of an issuer from the aggregate holdings of any person, or combination of persons acting jointly, where the number of securities of that class held by the person, or combination of persons acting jointly— (i) enables or permits the person, or combination of persons acting jointly, to elect or appoint a majority of the board of directors, or exercise control or direction over the management or policies of the issuer; and (ii) is equal to thirty per cent or more of the outstanding voting securities of the issuer, whether or not in the course of any transaction or series of transactions; “entity” means a body corporate, trust, partnership, collective investment scheme, fund or other unincorporated enterprises or organisations; “expert” means an Attorney-at-law, engineer, accountant, valuator or any other person whose profession or reputation gives authority to a statement made by him; “financial group” means a group of companies under common control comprising a registrant and any other entity which conducts material activities in at least one sector regulated by the Central Bank of Trinidad and Tobago;

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“financial institution” means a company licensed under the Financial Institutions Act; “Financial Intelligence Unit” means the Financial Intelligence Unit established under section 3 of the Financial Intelligence Unit of Trinidad and Tobago Act; “financial reporting standards” means IFRS or such other accounting standards that are declared to be financial reporting standards under subsection (9); “foreign disclosure requirements” means the public disclosure requirements to which a foreign issuer is subject by a securities regulatory authority, securities commission or securities exchange in a designated foreign jurisdiction; “form of proxy” means a written or printed form that, upon completion and signature by or on behalf of a security holder, becomes a proxy; “former Act” means the Securities Industry Act, repealed by this Act; “government entity” means the Government of the Republic of Trinidad and Tobago, the Tobago House of Assembly, the Central Bank of Trinidad and Tobago or any department or agency thereof that is otherwise prescribed; “ICATT” means the Institute of Chartered Accountants of Trinidad and Tobago; “IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board and as adopted by ICATT; “Inspector” means the Inspector of Financial Institutions appointed under the Financial Institutions Act, and includes any person appointed to act temporarily for him; “interim period” means a period commencing on the first day of the financial year and ending three, six or nine months after the start of the financial year or as otherwise prescribed; “international agency” means— (a) the International Bank for Reconstruction and Development; (b) the Inter-American Development Bank; Ch. 79:09. Ch. 72:01. 32 of 1995. Ch. 79:09.

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(c) the Caribbean Development Bank; (d) the Asian Development Bank; (e) the African Development Bank; (f) the European Bank for Reconstruction and Development; (g) the International Finance Corporation; or (h) any other person declared to be an international agency under subsection (9); “investment advice” means advice with respect to an investment in, or the purchase, sale or holding of, a security; “investment adviser” means a person engaging in, or holding himself out as engaging in, the business of providing investment advice, and includes a person that provides investment advice to a manager of a collective investment scheme and a person conducting such other business as the Commission may with the approval of the Minister prescribe; “investment contract” includes any contract, transaction, plan, scheme, instrument or writing, whereby a person invests money or other property in a common enterprise with the expectation of profit or gain based on the expertise, management or effort of others, and such money or other property is subject to the risks of the common enterprise; “investment decision” means a decision to purchase, transfer, hold or sell securities; “issuer” means a person that has securities outstanding or issues, or proposes to issue or distribute, a security; “issuer bid” means an offer to acquire or redeem securities of an offeree issuer made by the offeree issuer to any security holder of the offeree issuer and includes a purchase, redemption or other acquisition of securities of the offeree issuer by the offeree issuer from any such person, but does not include an offer to acquire or redeem debt securities that are not convertible into securities other than debt securities; “limited offering” means a distribution by a government entity or private issuer where— (a) following the completion of such distribution, the number of security holders of the issue is

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L.R.O. 1/2026 thirty-five or less persons not including senior officers and employees or former senior officers and employees of the issuer and its affiliates; (b) the constituent documents of the distribution contain provisions restricting the aggregate number of security holders of the issue to thirty-five persons or less not including senior officers and employees or former senior officers and employees of the issuer and its affiliates; (c) no selling or promotional expenses are paid or incurred in connection with the distribution except for professional services or services provided by a registrant under section 51(1), (2) or (5); and (d) no general solicitation or advertising to market the securities is used; “management discussion and analysis” means a discussion and analysis of the comparative financial statements by senior officers of a registrant; “manager of a collective investment scheme” means a person who directs the business, operations or affairs of a collective investment scheme; “market actor” means— (a) a registrant; (b) a person exempted under this Act from the requirement to be registered; (c) senior officer, or promoter of a reporting issuer; (d) a custodian, trustee, sponsor, manager, administrator or such other persons performing similar functions for a collective investment scheme; (e) a self-regulatory organisation; (f) a designated rating organisation; (g) a transfer agent for securities of a reporting issuer; (h) a registrar for securities of a reporting issuer;

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(i) the partner of a market actor; (j) a contingency fund required under Part III of this Act; (k) a settlement assurance fund required under Part III of this Act; (l) a securities market; (m) a clearing agency; (n) an auditor of a registrant or self-regulatory organisation; (o) a substantial shareholder of an entity registered under section 51(1); or (p) any other person or member of a class of persons prescribed to be a market actor; “material change” means— (a) when used in relation to an issuer other than a collective investment scheme, a change in the business, operations, assets or ownership of an issuer, the disclosure of which would be considered important to a reasonable investor in making an investment decision and includes a decision to implement such a change made by the directors of the issuer or other persons acting in a similar capacity; or (b) when used in relation to an issuer that is a collective investment scheme, a change in the business, operations or affairs of the issuer, the disclosure which would be considered important by a reasonable investor in determining whether to purchase, sell or transfer or continue to hold securities of the issuer, and includes a decision to implement such a change made by the directors of the issuer or the directors of the manager of the issuer or other persons acting in a similar capacity; “material fact” means, when used in relation to the affairs of an issuer or its securities, a fact or a series of facts, the disclosure of which would be considered important to a reasonable investor in making an investment decision;

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“material non-public information” means, in relation to securities of a reporting issuer, any material fact or material change that has not been published; “Minister” means the Minister to whom responsibility for Finance is assigned and “Ministry” shall be construed accordingly; “misrepresentation” means— (a) an untrue statement of a material fact or material change; or (b) an omission to state a material fact or material change that is required to be stated or is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made; “offeree issuer” means an issuer— (a) whose securities are the subject of a take-over bid, an issuer bid or an offer to acquire; and (b) who has at least one security holder resident in Trinidad and Tobago, whether or not the takeover bid, issuer bid or offer to acquire is made to a security holder resident in Trinidad and Tobago; “offer to acquire” includes— (a) an offer to purchase, or a solicitation of an offer to sell securities; (b) an acceptance of an offer to sell securities, whether or not such offer to sell has been solicited, or any combination thereof, and the person accepting an offer to sell shall be deemed to be making an offer to acquire from the person that made the offer to sell; “participant” means a person who receives non-exclusive service from a clearing agency or through another person who acts as— (a) a pledgee; (b) a judgment creditor; or (c) a beneficial owner,

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LAWS OF TRINIDAD AND TOBAGO for whom a blocked account in a clearing agency is established; “person” includes an entity; “prescribed” means as prescribed in the Bye-laws; “private issuer” means an issuer— (a) that is not a reporting issuer; (b) whose securities, other than non-voting debt securities— (i) are subject to restriction on transfer; and (ii) are beneficially owned by no more than thirty-five persons, not including employees and former employees of the issuer; (c) that does not distribute securities in the securities market on a frequent basis; and (d) that meets such other requirements as may be prescribed; “proliferation financing” means the act of providing funds or financial services which are used, in whole or in part, for the manufacture, acquisition, possession, development, export, transshipment, brokering, transport, transfer, stockpiling or use of nuclear, chemical or biological weapons and their means of delivery and related materials, including both technologies and dual-use goods used for non-legitimate purposes, in contravention of any written law or, where applicable, international obligations; “promoter” means a person that takes the initiative in founding, organising or substantially reorganising an issuer; “proxy” means a completed and signed form of proxy by means of which a holder of voting securities of an issuer appoints a proxy holder to attend and act on his behalf at a meeting of security holders; “publication” includes any information disclosed, circulated or disseminated, whether— (a) by any visit in person; (b) in a newspaper, magazine, journal or other publication;

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(c) by the display of posters or notices; (d) by means of circulars, brochures or pamphlets; (e) by way of sound or broadcasting, including television or radio broadcasting; (f) by any information system or electronic device; or (g) by any other means, whether mechanically, electronically, magnetically, optically, manually or by way of production or transmission of light, image or sound, or by any other medium; “published”, when used in relation to the disclosure of a material fact or material change, means— (a) published in two daily newspapers of general circulation in Trinidad and Tobago; or (b) made available to the public in such manner as approved by the Commission; “purchase” includes— (a) any acquisition of a security for valuable consideration, whether the terms of payment are on margin, instalment or otherwise; and (b) any act, advertisement, conduct or negotiation, directly or indirectly, done in furtherance of paragraph (a), but does not include a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a bona fide debt; “quotation and trade reporting system” means a facility that disseminates price quotation for the purchase and sale of securities and reports of completed transactions in securities for the exclusive use of subscribers, but does not include a securities exchange, ATS or a registrant; “rating organisation” means an organisation that issues ratings in relation to the creditworthiness of an entity or the financial obligations issued by an entity by employing either a quantitative or qualitative model or both;

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Ch. 45:55.
“records” means—
(a) books of account, bank accounts and other bank records, correspondence, notes, memoranda and any other books, accounts, documents, data or information relating to the property or affairs of a person; or (b) data or information prepared or maintained in a bound or loose leaf form or in a photographic film form or entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written or other visual form, within a reasonable time; “registered representative” means an individual required to be registered under section 51(2); “registrant” means a person registered or required to be registered under Part IV; “Regulatory Sandbox” has the meaning assigned to it by the Virtual Assets and Virtual Asset Service Providers Act, 2025; “relative”, in respect of any person, means the spouse, a cohabitant as defined in the Cohabitational Relationships Act, parent, grandparent, brother, sister, children, the children of a cohabitational relationship, adopted children and step-children of the person; “reporting entity” means an entity whose securities are listed on any securities exchange registered or required to be registered under Part III of this Act; “reporting issuer” means an issuer— (a) that was immediately before the coming into force of this Act, a reporting issuer under the former Act; (b) that is registered or is required to be registered under this Act as a reporting issuer; (c) any of whose securities are listed on a registered securities market; or

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(d) whose existence continues or who comes into existence following a takeover, business combination or other reorganisation involving an exchange of securities in which one of the parties was a reporting issuer at the time of the transaction, but does not include a government entity or international agency; “right to acquire a security” means— (a) a security convertible or exchangeable into another security; (b) a security carrying a warrant or right to acquire another security; or (c) a currently exercisable option, warrant or right to acquire another security or security specified in paragraph (a) or (b); “sale” includes— (a) a disposition of a security for valuable consideration, whether the terms of payment are on margin, instalment, or otherwise; and (b) any act, advertisement, conduct or negotiation directly or indirectly done in furtherance of paragraph (a), but does not include a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a bona fide debt; “Sandbox Participant” has the meaning assigned to it by the Virtual Assets and Virtual Asset Service Providers Act, 2025; “Secretary” means the Secretary of the Commission appointed under section 24; “securities exchange” means an entity which maintains or provides— (a) physical facilities where persons may meet to execute trades in securities; or (b) a mechanical, electronic or other system that facilitates execution of trades in securities by matching offers of purchase and sale, and includes the Stock Exchange;

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“securities market” means—
(a) a securities exchange, quotation and trade reporting system, ATS; or (b) any other person that— (i) constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities; (ii) brings together the orders for securities of multiple buyers and sellers; and (iii) uses established, non-discretionary methods under which the orders interact with each other and buyers and sellers entering the orders agree to the terms of a trade; “securities register” means a record or records maintained by or on behalf of an issuer in which the securities issued by the issuer are recorded showing with respect to each class or series of securities— (a) the name and address of each registered security holder of the issuer; (b) the number of securities held by each security holder; and (c) the date and particulars of the issue and transfer of each security; “security” includes any document, instrument or writing evidencing ownership of, or any interest in, the capital, debt, property, profits, earnings or royalties of any person and without limiting the generality of the foregoing, extends to— (a) any bond, debenture, note or other evidence of indebtedness; (b) any share, stock, unit, unit certificate, participation certificate, certificate of share or interest; (c) any document, instrument or writing commonly known as a security;

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(d) any document, instrument or writing evidencing an option, subscription or other interest in or to a security; (e) any investment contract; (f) any asset-backed security; (g) any document, instrument or writing constituting evidence of any interest or participation in— (i) a profit-sharing arrangement or agreement; (ii) a trust; or (iii) an oil, natural gas or mining lease, claim or royalty or other mineral right; (h) any agreement under which the interest of the purchaser is valued for the purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets; (i) any derivative; or (j) any right to acquire or dispose of anything specified in paragraphs (a) to (i), but does not include— (i) currency; (ii) a cheque, bill of exchange, or bank letter of credit; (iii) a certificate or document constituting evidence of any interest in a deposit account with— (A) a financial institution; (B) a credit union within the meaning of the Co-operative Societies Act; (C) a registrant under the Insurance Act; or (iv) a contract of insurance; Ch. 81:03. Ch. 84:01.

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“self-regulatory organisation” means— (a) a clearing agency; (b) securities exchange; (c) an association of market actors registered or required to be registered under this Act; or (d) such other entity, that sets standards for, or monitors the conduct of its members or participants relating to, trading in, or advising on securities; “senior officer” means the members of the board of directors of an entity, the managing director, the chief executive officer, chief operating officer, the deputy managing director, the president, the vice-president, the secretary, the treasurer, the chief financial officer, the financial controller, the general manager, the deputy general manager, corporate secretary, chief accountant, chief auditor, chief investment officer, chief compliance officer and chief risk officer of an entity or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any such office; “settlement assurance fund” means a fund established by a selfregulatory organisation under section 47 to ensure continuity in securities clearing and settlement in the event of the failure to settle a transaction by a participant of a clearing agency; “sponsored broker dealer” means an individual who is registered under section 51(5) to conduct business in securities in Trinidad and Tobago on behalf of a broker-dealer (or the equivalent or similar) who is registered under the securities legislation of a designated foreign jurisdiction; “sponsored investment adviser” means an individual who is registered under section 51(5) to provide investment advice in Trinidad and Tobago on behalf of an investment adviser (or the equivalent or similar) who is registered under the securities legislation of a designated foreign jurisdiction; “Stock Exchange” means the Trinidad and Tobago Stock Exchange Limited;

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“subsidiary” means an entity that is controlled by another entity; “take-over bid” means an offer to acquire outstanding voting or equity securities of a class made to any security holder of the offeree issuer where the securities, subject to the offer to acquire, together with the offeror’s security, constitute in the aggregate thirty per cent or more of the outstanding securities of that class of securities at the date of the offer to acquire; “temporary Commissioner” means a person appointed under
section 10(4) or (6);
“trade” includes—
(a) any sale or purchase of a security; (b) any participation as a registrant or agent in any transaction in a security; or (c) any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of any activity referred to in paragraph (a) or (b); “trader” means an individual employed by a broker-dealer to participate in any transaction in securities; “underwriter” means a person who— (a) as principal, agrees to purchase a security for the purpose of a distribution; (b) as agent, offers for sale or sells a security in connection with a distribution; or (c) participates directly or indirectly in a distribution described in paragraph (a) or (b) for valuable consideration, but does not include— (i) a person whose interest in the transaction is limited to receiving the usual and customary distribution or sales commission payable by an underwriter or issuer; or (ii) a company that purchases shares of its own issue and resells them;

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“Virtual Asset Service Provider” or “VASP” means a person who as a business, conducts on behalf of another person, one or more virtual asset activities in or from within Trinidad and Tobago; “voting security” means a security carrying voting rights— (a) under all circumstances; or (b) by reason of the occurrence of an event that has occurred and is continuing, and includes a right, other than a call option, to acquire such a security. (2) For the purposes of this Act— (a) one entity is affiliated with another entity if one of them is the subsidiary of the other or both are subsidiaries of the same entity, or each of them is controlled by the same person; (b) if two entities are affiliated with the same entity at the same time, they are affiliated with each other; (c) an entity is the holding entity of another if that other entity is its subsidiary; and (d) a person that is not a body corporate or an individual is considered to be an affiliated person of another person, including a body corporate, if it is controlled by that other person, provided that a person is controlled by another person where— (i) in the case of a partnership, the secondmentioned person owns or holds more than fifty per cent of the interest in the partnership; and (ii) in the case of the first-mentioned person other than a body corporate, an individual, or a partnership, securities of the first-mentioned person carrying fifty per cent or more of the interests in such

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L.R.O. 1/2026 person, are held or owned, by or for the benefit of the second-mentioned person. (3) For the purposes of this Act, a person is connected to a reporting issuer if the person— (a) is a senior officer of the reporting issuer; (b) is a senior officer of— (i) an affiliate of the reporting issuer; or (ii) any person who beneficially owns, directly or indirectly, or exercises control or direction over voting securities of the reporting issuer, or a combination of both, carrying more than ten per cent of the votes attached to all voting securities of the reporting issuer outstanding; (c) beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the reporting issuer, or a combination of both, carrying ten per cent or more of the votes attached to all voting securities of the reporting issuer outstanding; (d) is engaging in or is proposing to engage in, whether alone or with any other person— (i) a take-over bid for any securities of the reporting issuer; (ii) any amalgamation, merger or similar business combination with the reporting issuer; or (iii) any other material transaction with or including the reporting issuer; (e) is engaging in or is proposing to engage in any business or professional activity with or on behalf of the reporting issuer or any person identified in paragraph (d), or is an employee of any such person or of the reporting issuer or any affiliate;

(f) learns, directly or indirectly, of material nonpublic information with respect to a reporting issuer from any person and knows, or ought reasonably to have known, that the other person is connected to the reporting issuer; or (g) is an entity that is controlled by— (i) a person referred to in paragraph (a) or (b); or (ii) a relative of a senior officer of the reporting issuer; (h) (i) (4) Notwithstanding subsection (3), a person connected to a reporting issuer is deemed to have continued to be connected to a reporting issuer— (a) in the case of subsection (3)(a), (b), (c), (e) or (g), up to six months after the day that the person otherwise ceases to be connected to a reporting issuer; (b) in the case of subsection (3)(d), until the time any transaction described in that subsection is published; and (c) in the case of subsection (3)(f), until such material non-public information is published. (5) For the purposes of this Act, a person carries on an activity regulated under this Act in Trinidad and Tobago if such person is— (a) an entity which is incorporated, established or registered under any law in Trinidad and Tobago and is carrying on an activity regulated under this Act; or (b) an individual who carries on the regulated activity from within Trinidad and Tobago. (6) For the purposes of this Act, an activity regulated under this Act shall be presumed to occur in Trinidad and Tobago } (Deleted by Act No. 9 of 2014). 36 Chap. 83:02 Securities LAWS OF TRINIDAD AND TOBAGO

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L.R.O. 1/2026 in the absence of evidence to the contrary where, in the case of a distribution or an act, advertisement, conduct or negotiation in furtherance of a purchase or sale of a security, whether direct or indirect, such act, advertisement, distribution, conduct or negotiation is not solicited and— (a) is made by mail or courier, telephone or facsimile transmission, with or to a person in Trinidad and Tobago or by electronic transmission where the sender knew or should have known that the recipient was a national of Trinidad and Tobago ordinarily resident in the jurisdiction; or (b) in the case of distributions made available on the Internet, the web pages and documents in respect of that distribution, may be accessed by persons resident in Trinidad and Tobago, unless the document or web page contains a prominent disclaimer that expressly identifies the jurisdictions in which the distribution is qualified to be made, and reasonable precautions are taken to ensure that no sales occur to persons in Trinidad and Tobago unless done in compliance with this Act. (6A) Notwithstanding subsections (5) and (6), a broker-dealer, investment adviser, underwriter or its equivalent registered under the securities laws of a designated foreign jurisdiction may solicit from and effect transactions with or on behalf of— (a) a registrant registered under section 51(1) of this Act; or (b) a foreign person where— (i) in the case of an individual, the individual is temporarily present in Trinidad and Tobago; (ii) in the case of an entity, the entity has a branch office located in Trinidad and Tobago;

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(iii) the foreign broker-dealer, investment adviser or underwriter has a pre-existing relationship with the foreign person before the person entered Trinidad and Tobago; and (iv) any advice provided or transactions effected are in relation to foreign securities. (7) For the purposes of this Act, “futures contract” means rights under a contract for the sale or purchase of a commodity or property of any other description under which delivery is to be made at a future date and at a price agreed upon when the contract is made, other than a contract made for commercial and not investment purposes and for the purposes of this definition— (a) a contract is to be regarded as made for investment purposes if it is made or traded on a recognised securities exchange, or is made otherwise than on a recognised securities exchange, but is expressed to be traded on such an exchange or on the same terms as those on which an equivalent contract would be made on such an exchange; (b) the following are indications that a contract is made for commercial purposes— (i) the terms of the contract delivery is made within seven days; (ii) one or more of the parties is a producer of the commodity or other property or uses it in business; or (iii) the seller delivers or intends to deliver the property or the purchaser takes or intends to take delivery of it, and the absence of them is an indication that it is made for investment purposes; (c) it is an indication that a contract is made for commercial purposes that the prices, the lot,

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L.R.O. 1/2026 the delivery date or other terms are determined by the parties for the purposes of the particular contract and not by reference, or not solely by reference, to regularly published prices, to standard lots or delivery dates or the standard terms; (d) the following are indications that a contract is made for investment purposes:
(i) it is expressed to be as traded on a securities exchange; (ii) performance of the contract is ensured by a securities exchange or a clearing house; or (iii) there are arrangements for the payment or provisions of margin. (8) For the purposes of subsection (7), a price is taken to be agreed on when a contract is made— (a) notwithstanding that it is left to be determined by reference to the price at which a contract is to be entered into at a time and place specified in the contract; or (b) in a case where the contract is expressed to be by reference to a standard lot and quality, notwithstanding that provision is made for a variation in the price to take account of any variation in quantity or quality on delivery. (9) For the purposes of this Act, the Commission may, by Order, declare— (a) a foreign jurisdiction to be a designated foreign jurisdiction; (b) a rating organisation to be a designated rating organisation; (c) a person to be an international agency; or (d) any accounting standards to be financial reporting standards.

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PART II
THE SECURITIES AND EXCHANGE COMMISSION DIVISION 1—ESTABLISHMENT, FUNCTION AND POWER
5. There is hereby established a body corporate, which shall
be known as the Trinidad and Tobago Securities and Exchange Commission.
6. (1) The functions of the Commission are to—
(a) advise the Minister on all matters relating to the securities industry; (b) maintain surveillance over the securities industry and ensure orderly, fair and equitable dealings in securities; (c) register, authorise or regulate, in accordance with this Act, self-regulatory organisations, brokerdealers, registered representatives, underwriters, issuers and investment advisers, and control and supervise their activities with a view to maintaining proper standards of conduct and professionalism in the securities industry; (d) regulate and supervise the timely, accurate, fair and efficient disclosure of information to the securities industry and the investing public; (e) conduct such inspections, reviews and examinations of self-regulatory organisations, broker-dealers, registered representatives, underwriters, issuers and investment advisers as may be necessary for giving full effect to this Act; (f) protect the integrity of the securities market against any abuses arising from market manipulating practices, insider trading, conflicts of interest, and other unfair and improper practices; (g) educate and promote an understanding by the public of the securities industry and the benefits, risks, and liabilities associated with investing in securities; Establishment of the Commission. Functions of the Commission. [9 of 2014 12 of 2025].

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(h) co-operate with and provide assistance to regulatory authorities in Trinidad and Tobago, or elsewhere; (i) ensure compliance with the Proceeds of Crime Act, the Anti-Terrorism Act and the Economic Sanctions Act or Orders made thereunder as they relate to proliferation financing, any other written law in relation to the prevention of money laundering, combating the financing of terrorism, proliferation financing or any other written law that is administered or supervised by the Commission; (j) create and promote such conditions in the securities industry as may seem to it necessary, advisable or appropriate to ensure the orderly growth, regulation and development of the securities industry and to further the purposes of this Act; (k) co-operate with other jurisdictions in the development of a fair and efficient securities industry; and (l) assess, measure and evaluate risk exposure in the securities industry. (2) In addition to its functions under subsection (1) and powers in section 7, the Commission may excercise powers and undertake all duties and responsibilities conferred upon it by any other written law, including under— (a) the Proceeds of Crime Act; (b) the Anti-Terrorism Act (c) the Virtual Assets and Virtual Asset Service Providers Act, 2025; (d) the Economic Sanctions Act; (e) the Counter-Proliferation Financing Act, 2025; and (f) any other written law that confers on the Commission responsibility for supervisions, registration, licensing, enforcement, surveillance or other regulatory functions. Ch. 11:27. Ch. 12:07. Ch. 81:05. Ch. 11:27. Ch. 12:07. Ch. 81:05.

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7. (1) For the purpose of the discharge of its functions, the
Commission has power to—
(a) formulate principles for the guidance of the securities industry; (b) treat with such matters as may be referred to it by any person from time to time; (c) register and regulate market actors in accordance with this Act; (d) monitor the solvency of registrants that are entities, securities markets and self-regulatory organisations and take measures to protect the interest of investors where the solvency of any such person is in doubt; (e) adopt measures to supervise and minimise any conflict of interest that may arise in the case of registrants or self-regulatory organisations and where appropriate other market actors; (f) review, approve and regulate takeovers, amalgamations and all forms of business combinations in accordance with this Act or any other written law in all cases in which it considers it expedient or appropriate to do so; (g) review the contents of prospectuses and issue receipts therefor, and review any form of solicitation, advertisement or announcement by which securities are proposed to be distributed; (h) take enforcement action against any person for failing to comply with this Act; (i) recommend Bye-laws to the Minister; (j) formulate, prepare and publish notices, guidelines, bulletins and policies describing the views of the Commission regarding the interpretation, application, or enforcement of this Act; (ja) formulate, prepare and publish guidelines in respect of declared agreements; (k) make orders; Powers of the Commission. [9 of 2014 12 of 2025].

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(l) monitor the risk exposure of registrants and self-regulatory organisations and take measures to protect the interest of investors, clients, members and the securities industry; (m) undertake such other activities as are necessary or expedient for giving full effect to this Act and any law administered by the Commission including the Virtual Assets and Virtual Asset Service Provider Act; (ma) impose such administrative fines or other sanctions on a person registered under
section 51(1) as are provided for under this
Act, the Proceeds of Crime Act or Regulations made thereunder, the Anti-Terrorism Act or Regulations made thereunder, the Economic Sanctions Act or Orders made thereunder or any other written law for the prevention of money laundering, combatting the financing of terrorism and proliferation financing; and (n) do all things, and take all actions, which may be necessary, expedient, incidental or conducive to the discharge of any of its functions and the exercise of its powers under this Act, and any law administered by the Commission including the Virtual Assets and Virtual Asset Service Provider Act. (1A) Guidelines issued under subsection (1)(ja) in respect of the Convention on Mutual Administrative Assistance in Tax Matters as defined in the Mutual Administrative Assistance in Tax Matters Act, 2020 shall be in respect of the procedures for sending and receiving information required to be sent or received under the Mutual Administrative Assistance in Tax Matters Act. (2) The Commission may, in writing require any market actor to furnish it with such information as it may require for the exercise of its functions within such time and verified in such manner as it may specify. Ch. 11:27. Ch. 12:07. Ch. 81:05. Ch. 76:50.

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(3) A market actor that is required to furnish information to the Commission in accordance with subsection (2) shall furnish the required information, within the time specified and verified in the manner specified by the Commission.
8. (1) For the purposes of the administration of this Act,
the Commission may, by order, delegate any responsibility, power or function conferred on it by this Act to any— (a) Commissioner; (b) senior officer of the Commission; or (c) self-regulatory organisation registered under this Act. (2) Notwithstanding subsection (1), the Commission shall not delegate its powers to— (a) make Bye-laws; or (b) hear appeals under section 160. (3) A delegation pursuant to subsection (1) shall not preclude the exercise by the Commission of any power, duty, function or responsibility so delegated. (4) All decisions made, and minutes of all meetings held by a delegatee under subsection (1) shall as soon as practicable be recorded in writing. (5) A delegatee shall forthwith notify the Commission of every decision made by him. (6) Any minutes recorded under subsection (4) shall as soon as practicable be forwarded to the Commission. (7) Subject to section 160, a person aggrieved by a decision of a delegatee may, within fourteen days of the decision, apply to the Commission for a review of that decision. (8) For the purposes of this section, “senior officer of the Commission” means a person holding or acting in the office of— (a) chief executive officer; (b) deputy chief executive officer; Delegation of powers. [9 of 2014 25 of 2020].

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(c) General Counsel;
(ca) Chief Legal Counsel; or
(d) director, of the Commission.
9. (1) The seal of the Commission shall be kept in the
custody of the Chairman or the Secretary, as the Commission may determine, and shall be affixed to instruments in the presence of the Chairman or in the Chairman’s absence, of the Deputy Chairman, or the Secretary. (2) The seal of the Commission shall be attested by the signature of the Chairman or in the Chairman’s absence the Deputy Chairman, and the Secretary. (3) All documents, other than those required by law to be under seal, and all orders and decisions of the Commission may be signified under the hand of the Chairman or in the Chairman’s absence, of the Deputy Chairman, or the Secretary. (4) Service upon the Commission of any notice, order or other document shall be effected by delivering the same, or by sending it by registered post addressed to the Secretary at the office of the Commission. DIVISION 2—MEMBERSHIP
10. (1) Subject to subsection (6) the Commission shall
consist of no more than nine nor fewer than five individuals, (hereinafter referred to as Commissioners) including— (a) an Attorney-at-law of at least ten years standing; and (b) a senior officer from the Ministry. (2) The President shall appoint all the Commissioners and shall appoint one of their number to be its Chairman and another Commissioner to be its Deputy Chairman. (3) The Commissioners, shall be selected from among persons who have— (a) been awarded degrees or professional qualifications; and Custody and use of seal. Constitution of Commission. [9 of 2014].

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(b) have a minimum of five years post-graduation experience, in law, finance, business, economics, accounting, securities, investment or management. (3A) (Deleted by Act No. 9 of 2014). (4) Where a Commissioner is unable to perform his functions as Commissioner, by reason of illness, absence from Trinidad and Tobago, or otherwise, the President may appoint a temporary Commissioner to act in place of that Commissioner during his illness, absence or incapability, as the case may be. (5) A temporary Commissioner appointed in accordance with subsection (4) shall have qualifications or experience similar to those of the Commissioner for whom he is appointed to act. (6) Subject to subsection (3), where an office of Commissioner is vacant, the President may appoint a temporary Commissioner for a period not exceeding one year. (7) In addition to the Commissioners appointed in accordance with subsection (2) the President may, on the advice of the Minister in consultation with the Commission, appoint not more than three persons with such expertise as may be required by the Commission, as ad hoc Commissioners for a period not exceeding one year. (8) Subject to the terms of his appointment, a person appointed as a temporary or as an ad hoc Commissioner may exercise any of the functions and powers exercisable by a Commissioner under this Act. (9) An appointment made under this section shall be published in the Gazette.
11. (1) A person shall not be appointed or continue as
Commissioner if he—
(a) is a registrant, an employee or senior officer of a registrant or self-regulatory organisation; (b) directly or indirectly, as owner, security holder, director, senior officer, partner, employee or Disqualification for appointment. [9 of 2014].

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L.R.O. 1/2026 otherwise has a material pecuniary or proprietary interest in— (i) a registrant; or (ii) a self-regulatory organisation; (c) is sentenced to imprisonment or is convicted of an offence involving fraud or dishonesty, whether in Trinidad and Tobago or elsewhere; (d) is declared bankrupt in accordance with the law of Trinidad and Tobago or any other country; (e) is a professional and is disqualified or suspended from practising his profession in Trinidad and Tobago or in any other country by an order of any competent authority made in respect of him personally; (f) is unable to perform his functions because of illness or for any other reason; (g) has been a senior officer of a company in the ten years immediately preceding— (i) the making of a winding-up order being made by a Court in respect of that company; or (ii) the date that the company has been placed in receivership; (h) has been a senior officer of a former registrant or self-regulatory organisation whose registration has been revoked, unless such revocation was due to its— (i) amalgamation with another registrant; or (ii) voluntary winding-up; or (i) has contravened this Act. (2) For the purposes of subsection (1)(b) a pecuniary or proprietary interest is material where— (a) it may reasonably be expected to have a significant influence on the ability of the member to make an unbiased decision; or

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(b) the person has beneficial ownership of, or control or direction over— (i) ten per cent or more of the outstanding equity or voting securities of a registrant registered under section 51(1); or (ii) five per cent or more of the outstanding equity or voting securities of a reporting issuer, except as a trustee of a trust. (3) If an interest referred to in subsection (1)(b) vests in a Commissioner by gift, will, succession or in any other manner for his own benefit, he shall— (a) forthwith after the vesting of the interest comes to his knowledge, disclose the interest in writing to the Commission; and (b) within three months or as soon as practicable of the vesting of the interest coming to his knowledge absolutely dispose of the interest or resign. (4) A person who contravenes subsection (3)(a) is liable on summary conviction to a fine of five hundred thousand dollars and imprisonment for two years.
12. (1) Subject to this section, a Commissioner other than a
temporary Commissioner, shall hold office for a period not exceeding three years and shall be eligible for reappointment. (2) The Chairman may resign his membership by notice in writing addressed to the President. (3) A Commissioner, other than the Chairman, may at any time resign his membership by notice in writing addressed to the President and transmitted through the Chairman. (4) A Commissioner may be removed from membership of the Commission by the President, where he— (a) becomes a person of unsound mind; (b) is absent from three consecutive meetings of the Commission without leave of the Commission or without reasonable cause; Term of office and remuneration.

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(c) is guilty of misconduct in relation to his duties as a Commissioner; (d) is sentenced to imprisonment or is convicted of an offence involving fraud or dishonesty, whether in Trinidad and Tobago or elsewhere; or (e) becomes disqualified for appointment under
section 11.
(5) The Chairman and the other Commissioners shall be paid such remuneration and allowances in respect of their office as the President may determine from time to time.
13. No action or other proceeding shall be instituted against
a Commissioner or an employee or agent of the Commission for an act done in good faith in the performance of a duty or in the exercise of a function or power of the Commission under this Act.
14. (1) Subject to subsection (3) no person shall make use
of or disclose any confidential information other than for the administration or enforcement of this Act. (2) Notwithstanding subsection (1) or any other written law, the Commission or any duly authorised person or entity may disclose the information referred to in subsection (1)— (a) pursuant to an order of the Court; or (b) to— (i) a Commissioner, or an employee of the Commission; (ii) a representative of the government of Trinidad and Tobago duly authorised by the Minister; (iii) a duly authorised representative of— (A) the Central Bank; (B) the Financial Intelligence Unit; (C) a regulatory agency in Trinidad and Tobago; or (D) the Police Complaints Authority; (iv) an expert hired or retained by the Commission; or Protection of Commissioners, employees or agents. Confidentiality. [9 of 2014 17 of 2024].

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(v) a duly authorised representative of a securities or financial regulatory authority outside of Trinidad and Tobago, in connection with the administration and enforcement of this Act, similar legislation of a foreign jurisdiction, or a declared agreement. (3) Subsection (1) applies to a person who receives information under subsection (2). (4) For the purposes of this section, “confidential information” means any information obtained as a result of a person’s relationship with the Commission in the course of his duties in the exercise of the Commission’s functions under this Act or any other written law that is administered by the Commission but does not include information that is or has already been made available to the public. (5) A person who contravenes subsection (1) commits an offence and is liable on summary conviction to a fine of six hundred thousand dollars and to imprisonment for two years. (6) This section does not apply to — (a) information which, at the time of disclosure, is or has already been made available to the public from other sources; (b) information in the form of a summary or collection of information so framed as not to enable information relating to any particular person to be ascertained from it; or (c) the provision of a witness statement to— (i) a police officer of the rank of Superintendent or above for the purposes of any criminal investigation or criminal proceedings; or (ii) the Police Complaints Authority for the purposes of an investigation of criminal offences involving police officers, police corruption and serious police misconduct being conducted by it,

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L.R.O. 1/2026 where the witness statement— (iii) relates to information disclosed under compulsion of law, this Act or any other written law; and (iv) is requested, in writing, by that police officer or the Police Complaints Authority with the prior written consent of the Director of Public Prosecutions. (7) Notwithstanding any law to the contrary, it shall not be a contravention of any law, or a breach of contract or any duty of confidentiality, for a person or entity to disclose information pursuant to this section by way of a witness statement referred to in subsection (6)(c). (8) No action or other proceeding shall be brought against a person or entity with respect to the disclosure by him or it, in good faith, of any information pursuant to this section. DIVISION 3—PROCEEDINGS OF COMMISSION
15. (1) The Commission shall ordinarily meet for dispatch
of business at such time and place as the Chairman may decide but shall meet at least once in every two months. (2) The Chairman shall, at the request in writing of not less than two Commissioners, call an extraordinary meeting of the Commission within seven days of the receipt of such request. (3) Where the Chairman is absent from a meeting, the Deputy Chairman shall preside at the meeting. (4) Where the Chairman and Deputy Chairman are both absent from a meeting, the Commissioners present shall elect one of their number to preside as Chairman at the meeting. (5) The quorum at every meeting of the Commission shall be a majority of the Commissioners. (6) All questions proposed at a meeting of the Commission shall be determined by a simple majority of the Commissioners present and voting, and where the votes are equal, the Chairman or the Commissioner presiding shall have a casting vote. Meetings.

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(7) The Commission may request the attendance of any person at any of its meetings, but such person shall not vote on any matter for decision by the Commission.
16. (1) Subject to subsection (3), where under this Act or
any other written law, the Commission is empowered or required to perform any function, the Commission may, by resolution, appoint a committee of the Commission to submit recommendations with respect to the performance of that function, or for the purpose of doing anything required or deemed expedient or necessary for the purpose of performing such function. (2) The Commission may co-opt such persons as are required to assist in the performance of the functions of a committee appointed under subsection (1). (3) Without prejudice to the generality of subsection (1) and subject to subsection (4), where any power or function which requires an investigation, hearing, adjudication or decision which might lead to the taking of any disciplinary measure against any person or the imposition of any penalty or order for the payment of any money by or to any person, is by this Act assigned to the Commission, such investigation or hearing may be conducted by a committee appointed under this section and shall be fully, duly and validly conducted as if conducted by the entire Commission. (4) The Commission may by resolution, adopt the recommendations of a committee appointed under subsection (1).
17. (1) Minutes, in proper form, of each meeting of the
Commission, or a committee thereof, shall be kept under the direction of the Secretary. (2) All decisions, resolutions, orders, or rules made, and Bye-laws recommended by the Commission or a committee thereof, as the case may be, shall be recorded in the minutes. (3) The minutes shall be confirmed at the next meeting of the Commission, or the committee, as the case may be, and a copy of the minutes when prepared and confirmed shall, in the case of a committee, be forwarded to the Commission. Committees. Minutes.

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(4) The Minister is entitled, upon request, to have access to the minutes of the Commission or a committee thereof, and to receive from the Commission a copy of any of those minutes.
18. (1) A Commissioner or any other person attending a
meeting of the Commission who is in any way, whether directly or indirectly, interested in a matter before the Commission shall declare his interest to the Commission and absent himself during the deliberations concerning his interest. (2) The Commission shall, in the absence of the Commissioner or other person whose interest is being considered, determine whether the interest declared in subsection (1) is sufficiently material so as to constitute a conflict of interest. (3) In the event that the Commission finds that the interest of a Commissioner or any other person in a matter is such as to constitute a conflict of interest, the Commissioner or the other person shall not take part in any deliberations or vote on that matter, and shall absent himself during such deliberations. (3A) Where a conflict of interest is discovered after a matter has been determined, the Commissioner or other person shall declare the conflict of interest to the Commission at the earliest opportunity. (3B) Where the Commission determines that the involvement of the Commissioner or other person influenced the deliberations or vote on the matter referred to in subsection (3A)— (a) the matter shall be re-examined; and (b) the decision in which the Commissioner or other person participated may be rescinded, varied or confirmed. (4) For the purposes of this section, a Commissioner or any other person attending a meeting of the Commission shall be deemed to have an interest in a matter if he, or his nominee, is a security holder or partner in, or a senior officer of an entity that is directly or indirectly involved in that matter before the Commission. Declaration of interest. [9 of 2014].

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(5) Any person who fails to comply with subsection (1) is liable on summary conviction to a fine of five hundred thousand dollars and to imprisonment for two years, unless he proves that he did not know that he had an interest in the matter which was the subject of consideration at the meeting.
19. (1) The Commission may consult, co-operate with and
provide information to the Central Bank of Trinidad and Tobago, the Financial Intelligence Unit, the competent authority in respect of a declared agreement, any other regulatory agency in Trinidad and Tobago or any other entity in Trinidad and Tobago in order to minimise duplication of effort and to maximise the protection of investors. (2) The Commission may co-operate with, provide information to and receive information from any of the following entities, whether in Trinidad and Tobago or elsewhere:
(a) other securities or financial regulatory authorities, exchanges, clearing agencies, self-regulatory bodies or organisations, law enforcement agencies and other government agencies or regulatory authorities; and (b) any person, other than an employee of the Commission, who acts on behalf of, or provides services to the Commission. (3) The Commission may enter into a memorandum of understanding with the Stock Exchange or any other agency referred to in subsection (1) in furtherance of the purposes of this Act or any matter under this Act. (4) The Commission may enter into a memorandum of understanding with any agency of a foreign government, foreign securities regulator, other regulatory body which regulates the financial services industry or any international association of securities regulators in furtherance of the purposes of this Act or any matter under this Act. (5) The Commission may co-operate and participate in the work of national, regional or international organisations dealing with the regulation of the securities industry. Co-operation with Central Bank and other agencies. [4 of 2017].

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(6) Any information provided and received by the Commission pursuant to this section shall be confidential and shall not be disclosed except in accordance with section 14. (7) Where the Commission takes any enforcement action against an entity, senior officer or an employee of an entity regulated by the Central Bank of Trinidad and Tobago for failing to comply with this Act, the Commission shall notify the Inspector of the enforcement action so taken.
20. (1) The Commission shall within four months of the
end of its financial year send an annual report of its activities which shall include its annual audited financial statements to the Minister who shall cause it to be laid in Parliament within three months of receipt of the report. (2) Copies of the annual report under subsection (1) shall be available to the public within fourteen days after it has been laid in Parliament.
21. The Commission may, with the approval of the Minister,
make Rules—
(a) respecting the calling of and conduct of business at meetings of the Commission; (b) prescribing the procedure for appeals of decisions of self-regulatory organisations and reviews of decisions of a delegatee; (c) establishing a code of conduct governing the activities of Commissioners and the officers and employees of the Commission in order to avoid conflicts of interest and other practices that the Commission considers undesirable; (d) respecting any other matter, whether or not required by this Act, relating to the organisation, procedure, administration or practice of the Commission; and (e) respecting procedures for the initiation and holding of hearings by the Commission. Annual report. [9 of 2014]. Regulation of business.

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DIVISION 4—STAFF
22. (1) The Commission may, with the approval of the
Minister, appoint its chief executive officer who shall not be a Commissioner. (2) The Minister shall approve the terms and conditions of appointment of the chief executive officer and any person acting in this position. (3) The chief executive officer shall perform such functions as may be conferred on him by the Commission. (3A) The chief executive officer is subject to the direction of the Commission and is responsible to the Commission for the execution of its policy and management of its affairs. (4) A person who is appointed chief executive officer under this Act shall, forthwith after the appointment, declare every interest he has in any security and thereafter he shall not, while holding office as chief executive officer— (a) participate, directly or indirectly, in any securities market operation transaction in which he has a material interest and which is subject to regulation by the Commission pursuant to this Act; or (b) engage in any other business, vocation or employment other than that of serving as chief executive officer.
23. (1) The Commission may appoint, hire or retain, on
such terms and conditions as it may determine, an expert to assist it in any manner that it considers necessary. (2) Where the Commission appoints an expert to advise it on the development of specific policies, Bye-laws or other regulatory proposals of the Commission or a self-regulatory organisation, the expert shall formulate and report his views to the Commission in writing and the Commission may, if it thinks fit, make it available to the public. Appointment of chief executive officer. [25 of 2020]. Appointment of experts.

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24. The Commission shall appoint a Secretary and such
other officers and employees as it considers necessary or appropriate for the efficient performance of its functions.
25. (1) An officer in the public service or in the service of a
statutory authority may, with the approval of the appropriate service commission and the Commission, consent to be transferred to the service of the Commission. (2) The officer shall, upon transfer, have preserved his superannuation or pension rights accruing at the time of the transfer.
26. (1) An officer or employee in the public service, a
statutory authority, any domestic or foreign public or private body, or of the Commission may, with the consent of the Commission and with the approval of the appropriate service commission or the relevant body, consent to be transferred on secondment to the service of the Commission, or from the service of the Commission to the public service or a statutory authority or other body, as the case may be. (2) Where a transfer on secondment is effected, such arrangements as may be necessary, shall be made to preserve the rights of the officer or employee transferred to any pension, gratuity or other allowance for which he would have been eligible had he not been transferred. DIVISION 5—FINANCIAL PROVISIONS
27. The funds and resources of the Commission shall
consist of—
(a) such sums as may be appropriated by Parliament; (b) all fees and other sums from time to time paid, or otherwise payable, to the Commission under this Act; and (c) all other sums or property that may in any manner become payable in any matter related to its functions and powers.
28. For the purpose of carrying out its powers or functions,
the Commission may, with the prior approval in writing of the Minister, waive or suspend any prescribed fees. Appointment of other staff. Transfer of officers to the public service and vice versa. Transfer on secondment. Funds and resources of the Commission. Financial powers.

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29. The funds of the Commission shall be applied in
defraying the following expenditure:
(a) the remuneration, fees and allowances of the members of the Commission; (b) the salaries, fees, allowances, advances, loans, gratuities, pensions and other payments to the officers and employees of the Commission; (c) the capital and operating expenses, including maintenance and insurance of any property of the Commission; and (d) any other expenditure authorised by the Commission in the discharge of its functions and contractual obligations.
30. (1) All monies of the Commission received under this
Act shall be paid into a bank appointed by the Commission. (2) All payments made out of the funds of the Commission shall be made by any person appointed to do so by the Rules made under section 21.
31. (1) The Commission shall keep proper books of
accounts of—
(a) all monies received and expended by the Commission and shall record the matters in respect of which such monies have been received and expended; and (b) the assets and liabilities of the Commission. (2) Where assets are held upon any special trust, the receipts and expenditure relating to such trust shall be kept in an account separate and apart from all other receipts and expenditure. (3) All accounts shall be kept in the principal office of the Commission for a period of six years after the last entry therein, and shall be open to inspection by Commissioners and by the auditors of the Commission. Application of funds. Cash deposits and payments. Accounts and audit.

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(4) Within four months after the end of each financial year, the Commission shall cause to be prepared in respect of that year, financial statements which include— (a) an account of the revenue and expenditure of the Commission; (b) a balance sheet; (c) a report setting out the activities of the Commission; and (d) such other accounts as the Commission may require. (5) Accounts prepared in accordance with this
section shall—
(a) be audited by an auditor who is a member of, and is in good standing with the ICATT and who is appointed by the Commission with the approval of the Minister; and (b) be signed by the Chairman and not less than two other Commissioners. (6) The Secretary shall cause copies of the signed accounts to be sent to every member of the Commission, the auditor and the Minister. (7) The Minister may at any time request the Commission to provide him with information concerning any aspect of its administration of this Act and the Commission shall provide the information requested within fourteen days. (8) The Commission shall have an audit committee composed of not less than three Commissioners which shall not include temporary or ad hoc Commissioners. (9) The audit committee shall review the annual financial statements required under subsection (4) before such financial statements are approved by the Commission. (10) The auditor of the Commission is entitled to receive notice of every meeting of the audit committee and, if so requested by the chairman of the audit committee, shall at the expense of the Commission, attend and be heard at such meeting of the committee.

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DIVISION 6—FILING OF DOCUMENTS
32. All documents or instruments required to be filed with
the Commission shall be filed in the prescribed manner.
33. (1) Subject to subsection (2), the Commission shall
make all documents or instruments which are expressly required to be filed with it under this Act available for public inspection during the normal business hours of the Commission, subject to such conditions as the Commission may require. (2) The Commission shall not make any information in a document or instrument available for public inspection under subsection (1) if— (a) the Commission determines that the disclosure of the information would not be in the public interest; (b) the Court so directs; or (c) the Commission determines that— (i) a person whose information appears in the document or instrument would be unduly prejudiced by disclosure of the information; and (ii) the privacy interest on the person outweighs the public interest in having the information disclosed. (3) Subject to subsections (1) and (2), the Commission may also make all documents or instruments which are expressly required to be filed with it available to the public by posting such documents or such instruments to the Commission’s website.
PART III
THE TRINIDAD AND TOBAGO STOCK EXCHANGE AND OTHER SELF-REGULATORY ORGANISATIONS DIVISION 1—THE STOCK EXCHANGE AND THE CENTRAL DEPOSITORY
34. (1) The Stock Exchange is deemed to be duly
registered under this Act as a self-regulatory organisation. (2) The Central Depository is deemed to be duly registered under this Act as a self-regulatory organisation. Filing of documents with Commission. Public availability of filed documents. [9 of 2014]. Registration of Stock Exchange and Central Depository.

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35. (1) The Rules, Regulations and listing requirements of
the Stock Exchange (hereinafter referred to as “the existing Rules”) approved or deemed approved by the Commission under the former Act shall be deemed to be approved by the Commission under this Act. (2) Within two years after the commencement of this Act, the Stock Exchange shall review and, where necessary, amend the existing Rules to ensure conformity with this Act. (3) The Stock Exchange shall not change or amend the existing Rules except in accordance with this Act. (4) The Rules, Regulations and listing requirements of the Central Depository (hereinafter referred to as “the existing Rules”) approved or deemed approved by the Commission under the former Act shall be deemed to be approved by the Commission under this Act. (5) Within two years after the coming into force of this Act, the Central Depository shall review and, where necessary, amend the existing Rules to ensure conformity with this Act. (6) The Central Depository shall not change or amend the existing Rules except in accordance with this Act. DIVISION 2—SELF-REGULATORY ORGANISATIONS
36. (1) No person shall carry on business or activities as a
self-regulatory organisation unless registered as a self-regulatory organisation under this Part. (2) Application for registration pursuant to subsection (1) shall be made to the Commission in such form as the Commission may determine and shall be accompanied by such fees as may be prescribed. (3) The registration of a person as a self-regulatory organisation shall be valid for a period of one year from the date of registration, and subject to this Act, the Commission may renew the registration of a person annually on the payment of the prescribed fee and upon compliance with such other conditions as the Commission may determine. Rules of the Stock Exchange and Central Depository. Registration of a selfregulatory organisation. [9 of 2014].

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(4) A person who is registered under this Part shall report to the Commission such information as may be prescribed.
37. (1) A person shall not be registered as a self-regulatory
organisation unless that person—
(a) proposes to—
(i) engage in the securities industry; (ii) conduct activities as a clearing agency or securities exchange; or (iii) conduct any other activities as may be prescribed; (b) is a body corporate— (i) under the laws of Trinidad and Tobago; or (ii) under the laws of any other jurisdiction and is registered in Trinidad and Tobago; (c) has a body of rules for the governance of its members that comply with the requirements of this Part; and (d) is fit and proper for registration as a self-regulatory organisation. (2) An association of market actors may apply to the Commission for registration as a self-regulatory organisation provided it satisfies the requirements of paragraphs (b) to (d) of subsection (1). (3) In considering whether an applicant for registration as a self-regulatory organisation under this Part is fit and proper for registration, the Commission shall consider the financial condition, proficiency, integrity, and competency of such applicant and any additional requirements as may be prescribed.
38. (1) Subject to subsections (3), (4) and (6), the Commission
shall grant an application for registration as a self-regulatory organisation. (2) Forthwith after receipt of an application for registration as a self-regulatory organisation under this Part, the Commission shall publish in two daily newspapers of general Registration requirements. Application for registration.

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L.R.O. 1/2026 circulation in Trinidad and Tobago, a notice inviting any interested person to submit written comments on the application. (3) Subject to subsection (5), the Commission shall refuse an application for registration where— (a) the applicant is not organised in a manner or does not have the capacity and resources that enable it to comply with this Act and to enforce compliance by its members and their employees with its rules of governance; (b) the applicant does not meet the requirements set out in section 37(1); (c) the rules of governance of the applicant do not comply with this Act; or (d) the Commission determines that it would not be in the public interest to grant registration as a self-regulatory organisation to the applicant. (4) The Commission may refuse an application for registration if the applicant or a senior officer of the applicant would be refused registration as a registrant. (5) In considering whether to grant an application for registration, the Commission shall, in particular, take into account the rules of governance of the applicant that relate to— (a) prices, fees or rates charged by members of the applicant for services; (b) conditions of entry into the securities industry through membership in the applicant or otherwise; (c) the structure or form of a member or participant; (d) the quantity or quality of services furnished by a member or participant; and (e) any type of restraint on competition. (6) Where the Commission grants an application for registration as a self-regulatory organisation, it shall, where necessary, require a change in the rules of governance of the

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39. (1) The rules of governance of an applicant for registration
as a self-regulatory organisation shall contain provisions— (a) for the protection of investors and the public interest; (b) for fostering co-operation and co-ordination among persons who clear, settle, regulate, process information about, and facilitate trades in securities; (c) ensuring representation of its members on the board of the applicant; (d) for the imposition of reasonable fees and charges for the use of its facilities and services; (e) relating to the disciplining of a member or employee of a member who is in breach of its rules of governance or this Act and without prejudice to the generality of the foregoing, may provide for censure, fine, suspension, expulsion, limitation of activities, functions or operations, suspension of, or exclusion from employment; (f) specifying the procedure required to implement
section 43 for disciplinary proceedings, refusal
of membership, prohibition from employment, or prohibition or limitation of access to services furnished by it or its members; and (g) for such other matters as may be prescribed. Obligatory rules of governance.

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(2) Without prejudice to subsection (1), the rules of governance of an applicant for registration as a securities exchange shall also contain provisions designed to— (a) prevent deceptive, fraudulent and manipulative acts and practices; (b) promote fair trading practices and to facilitate an efficient market; and (c) ensure that a broker-dealer may become a member of the securities exchange. (3) Without prejudice to subsection (1), the rules of governance of an applicant for registration as a clearing agency shall also contain provisions designed to— (a) develop and operate a prompt and accurate clearance and settlement system; (b) safeguard money and securities in its custody or under its control or for which it is responsible; and (c) provide, subject to section 43, that a brokerdealer, a financial institution, another clearing agency or a person or class of persons designated by the Commission may become a participant in the clearing agency. (4) The rules of governance of an applicant for registration as a self-regulatory organisation shall not— (a) permit unfair discrimination among persons who use its facilities; or (b) restrain competition to an extent not necessary to achieve the objectives specified in subsections (1) to (3).
40. (1) A self-regulatory organisation may only amend its
rules of governance in accordance with this section. (2) Where a self-regulatory organisation proposes to amend its rules, it shall file with the Commission a copy of the proposed amendment and a concise statement of its substance and purpose. Procedure on proposed amendment to rules of governance.

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(3) Forthwith after receipt of a proposed amendment under subsection (2) the Commission shall publish in two daily newspapers of general circulation in Trinidad and Tobago a notice inviting any interested person to submit written comments on the amendment and the reasonable cost of the publication shall be borne by the self-regulatory organisation. (4) Subject to subsection (5), the Commission may make an order approving a proposed amendment to the rules of governance of a self-regulatory organisation. (5) The Commission may make an order refusing a proposed amendment to the rules of governance of a self-regulatory organisation if— (a) the organisation is not organised in a manner and would not have the capacity and resources to enforce compliance with its rules of governance as amended; (b) the amended rules of governance would not comply with this Act; (c) the amended rules of governance would be inconsistent or conflict with this Act; or (d) the Commission determines that the proposed amendment would not be in the public interest. (6) Where the Commission determines that a proposed amendment filed pursuant to subsection (1)— (a) makes no material substantive change in an existing rule; or (b) relates exclusively to the administration of the self-regulatory organisation, it may approve the amendment without a hearing.
41. (1) The Commission may make an order requiring a
change in the rules of governance of a self-regulatory organisation to ensure its fair administration or to make the rules of governance conform to the requirements of, or otherwise further the purposes of this Act. Power of Commission to require change in rules of governance.

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(2) Where the Commission proposes to make an order pursuant to subsection (1), it shall publish and send to the self-regulatory organisation a notice that complies with
section 157(1) prior to making the order.
42. (1) A self-regulatory organisation shall not require its
members to comply with a schedule of commissions or other fees for their services or limit in any way the income of a member. (2) Nothing in this section shall prevent a selfregulatory organisation from issuing, from time to time, a notice to its members indicating what, in its opinion, is the market price, fee or rate charged for any particular service.
43. (1) Subject to subsections (2) and (3) and section 51(6),
a self-regulatory organisation shall grant an application for membership or for approval as an employee of a member. (2) A self-regulatory organisation may refuse membership or impose conditions on membership or prohibit or limit access to services furnished by it or its members to a person who— (a) lacks the financial resources or operational capability required by its rules; (b) does not meet the criteria for membership specified in its rules; or (c) does not carry on the type of business that its rules of governance require a member to carry on. (3) A self-regulatory organisation shall not refuse membership or impose conditions on membership to a person who carries on the type of business required by its rules of governance on the basis of— (a) the volume of the required business; or (b) any other business that the person carries on. (4) A self-regulatory organisation may refuse membership to, impose conditions of membership on, prohibit or limit access to services furnished by it or its members, or prohibit Restriction on imposition of fees schedule. Membership. [9 of 2014].

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LAWS OF TRINIDAD AND TOBAGO employment by a member or impose conditions on such employment of, a person who— (a) lacks the training, experience or competence required by its rules; or (b) contravenes this Act, a rule of a self-regulatory organisation registered under this Act, or any other law in Trinidad and Tobago. (5) A self-regulatory organisation shall, before refusing membership or imposing conditions on such membership or before approving employment by a member and before disciplining a member or an employee of a member, give any person directly affected by its decision, an opportunity to be heard. (6) A self-regulatory organisation shall publish in two daily newspapers of general circulation in Trinidad and Tobago or by any other means a notice of any disciplinary action taken against a member or an employee of a member within thirty days of any decision to take such disciplinary action unless the Commission directs otherwise. (7) Subject to subsection (8), a self-regulatory organisation may, without giving an opportunity to be heard as required by subsection (5)— (a) suspend— (i) a member who has been expelled or is under suspension from; or (ii) an employee of a member who has been expelled or is under suspension from employment by the member of, another self-regulatory organisation that is registered under this Act; (b) suspend a member if the self-regulatory organisation reasonably believes it necessary for the protection of investors, creditors, members or the self-regulatory organisation because of financial or operational difficulties of the member; (c) suspend a participant who is in default of delivery of money or securities to a registered clearing agency; and

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(d) prohibit or limit access to services furnished by it or its members to a person— (i) to whom paragraph (a), (b) or (c) applies; (ii) who does not meet the criteria for access specified in its rules; or (iii) where such action is necessary for the protection of investors, creditors, members or the self-regulatory organisation. (8) Where a self-regulatory organisation acts in accordance with subsection (7), the organisation shall provide an opportunity to be heard and make a determination within twenty business days of its order and the suspension, prohibition or limitation shall remain in effect until the determination is made.
44. (1) Where a self-regulatory organisation makes a
decision under section 43(2), (3) or (4) refusing membership or imposing conditions on membership or prohibiting employment by a member or imposing conditions on the employment by a member, it shall at once file with the Commission a copy of the decision, the reasons therefor and any other information requested or prescribed. (2) Subject to section 160, a person aggrieved by an order of a self-regulatory organisation made under section 43(2), (3) or (4) may apply to the Commission for a review of that decision within fourteen days of receipt of the decision. (3) On a review of a decision of a self-regulatory organisation made under section 43(2), (3) or (4) the Commission shall affirm the decision if it finds that— (a) the decision is in accordance with the rules of governance of the self-regulatory organisation and this Act; and (b) the rules of governance of the self-regulatory organisation and this Act were applied in a manner that furthers the objectives specified in
section 39 and the purposes of this Act.
Application for review.
[9 of 2014].

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(4) Where the Commission finds that the decision restrains competition to an extent not necessary to achieve the objectives specified in section 39(1), (2) or (3), it may set aside the decision or require the self-regulatory organisation to— (a) admit the person affected to membership; (b) permit the person to become an employee of a member; (c) grant the person access to services furnished by it or its members; or (d) take any other action or make any other order not inconsistent with the objectives specified in
section 39.
(5) On a review of an order of a self-regulatory organisation disciplining a member or an employee of a member, the Commission may— (a) affirm or modify the sanction imposed if it finds that the person disciplined contravened the rules of governance of the self-regulatory organisation or this Act; (b) set aside the sanction imposed if it does not so find; or (c) remand the matter to the self-regulatory organisation for further proceedings. (6) On a review referred to in subsection (5), the Commission may set aside or modify the sanction imposed if it finds that it restrains competition to an extent not necessary to achieve the objectives specified in section 39(1), (2) or (3). (7) A decision made by the Commission under subsection (5) or (6) setting aside or modifying a sanction does not affect the validity of any action taken by the self-regulatory organisation as a result of the sanction before the decision was made, unless the action contravened this Act or the rules of governance of the self-regulatory organisation.
45. (1) No securities exchange shall delist a security
admitted for quotation by it, unless it pays the prescribed fee and obtains an order from the Commission, authorising the delisting Delisting of securities. [9 of 2014].

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L.R.O. 1/2026 and imposing, for the protection of investors, such conditions as the Commission thinks fit. (1A) Where a securities exchange proposes to delist a security, it shall file with the Commission a concise statement of the substance and purpose of the proposal. (2) The Commission may refuse to authorise the delisting of a security where the delisting is in breach of— (a) the rules of governance of the securities exchange; (b) an agreement entered into by the issuer of the security with the securities exchange; or (c) the rights of investors.
46. (1) A self-regulatory organisation shall, subject to the
approval of the Commission, appoint an auditor to audit its financial affairs. (2) A self-regulatory organisation shall require each of its members to appoint an auditor who shall— (a) examine the financial affairs of the member in accordance with the rules of governance of the self-regulatory organisation; and (b) report the results of the examination to the self-regulatory organisation. (3) An auditor appointed under subsection (1) or (2) shall be a member, in good standing, of ICATT. (4) A self-regulatory organisation or a member of a self-regulatory organisation shall deliver to the Commission on request a copy of a report made under subsection (2).
47. (1) A self-regulatory organisation that is a securities
exchange, shall establish and maintain a contingency fund in the prescribed manner. (2) A self-regulatory organisation that is a clearing agency shall establish and maintain a settlement assurance fund, Appointment of auditor. Contingency fund of securities exchange.

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LAWS OF TRINIDAD AND TOBAGO in the prescribed manner, to address the failure by any of its participants to deliver securities or monies required by the rules of governance of the clearing agency. (3) A self-regulatory organisation shall file with the Commission the constituent documents of a fund required by this
section and such other documents as may be prescribed.
(4) Where, after consultation with the self-regulatory organisation referred to in subsection (1) or (2)— (a) the Commission reasonably believes that a fund established under this section does not contain sufficient assets to meet claims which may be made against the fund or to meet its purpose; and (b) the self-regulatory organisation fails to contribute or cause its members to contribute to the fund established under this section an increased amount sufficient to maintain the assets of the fund at a level that the Commission believes to be reasonably necessary to pay claims against the fund, then the Commission may make an order requiring the selfregulatory organisation to contribute to such fund such amount required to attain the level that the Commission believes to be reasonably necessary to pay the claims. (5) A self-regulatory organisation shall at any time— (a) permit a person authorised by the Commission in writing, to inspect the records and assets of any fund referred to in this section; (b) produce and furnish to the person authorised by the Commission in writing, any document or record which he reasonably requests; and (c) answer any questions that the person authorised by the Commission in writing, may ask concerning those records or assets. (6) A self-regulatory organisation shall appoint an auditor to audit the financial statements of a fund established under this section.

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(7) A self-regulatory organisation that establishes a fund under this section shall, within one hundred and twenty days of the end of the financial year of the fund, file with the Commission the report of the auditors appointed under subsection (6) together with the financial statements of the fund in such form and containing such information as may be prescribed. (8) Monies held in a fund in accordance with this
section shall not be made available for payment of the debts or
expenses or other obligations of the self-regulatory organisation or its members.
48. (1) Where a self-regulatory organisation—
(a) contravenes its Rules or this Act; (b) is unable to comply with its Rules or this Act; (c) fails or is unable to enforce its rules of governance or a provision of this Act that it is required to administer or enforce, or fails to comply with an order of the Commission made under this Part; (d) fails to observe the prescribed standards of solvency; (e) no longer satisfies the requirements for registration as a self-regulatory organisation set out in section 37; or (f) is, or any of its members are, guilty of negligence or fraud, the Commission may make an order in accordance with subsection (2). (2) Subject to subsection (1), the Commission may make one or more of the following orders to:
(a) censure the self-regulatory organisation; (b) limit the activities, functions or operations of the self-regulatory organisation; (c) suspend or revoke the registration of the self-regulatory organisation; or Sanctions re:
self-regulatory organisations.

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(d) impose an administrative fine pursuant to
section 156.
(3) In addition to any penalties under this Act, where a senior officer or employee of a self-regulatory organisation contravenes the rules of governance of the self-regulatory organisation or this Act, the Commission may make an order censuring him or suspending or removing him from office or employment with the self-regulatory organisation.
49. (1) Subject to subsection (4), any person who is
aggrieved by any act or omission of a self-regulatory organisation, the board or a member of a self-regulatory organisation, or any other person required to be registered pursuant to this Act, may lodge a written complaint in respect thereof with the Commission. (2) The Commission may investigate and adjudicate upon the complaint lodged pursuant to subsection (1). (3) Section 150 shall have effect in relation to any investigation and adjudication conducted by the Commission pursuant to subsection (2). (4) The Commission may, following receipt of a complaint made under subsection (1), make such order as it thinks just, including an order for the payment by the selfregulatory organisation, the member of the self-regulatory organisation or the person required to be registered pursuant to this Act, as the case may be, of any sum by way of restitution or as compensation for any loss suffered by the complainant.
50. (1) Where a dispute arises between members of a
self-regulatory organisation, such dispute shall be referred to the board of the self-regulatory organisation, and the board shall investigate the dispute, and shall make such order for the resolution of the dispute as it thinks fit. (2) It shall be the duty of the self-regulatory organisation to notify the Commission forthwith in writing of the existence of a dispute between its members. Complaints re:
self-regulatory organisations and person required to be registered. [9 of 2014] Dispute between members. [9 of 2014].

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(3) Where a member of a self-regulatory organisation is aggrieved by the decision of the board under subsection (1), the member may, within fourteen days of the receipt of such decision, appeal in writing to the Commission and send a copy to all parties to the appeal. (4) Where an appeal is submitted under subsection (3) the self-regulatory organisation shall forward to the Commission the reasons for its decision within seven days of its receipt of the notice of appeal. (5) The Commission may, on reviewing an appeal under this section, make any order it thinks just, including an order for the payment by any party to the dispute of any sum of money, including a sum to cover costs, as the justice of the case may in the opinion of the Commission require.
PART IV
REGISTRATION OF REGISTRANTS
51. (1) Subject to this Act, no person shall carry on business
or hold himself out as, or engage in any act, action or course of conduct in connection with, or incidental to, the business activities of— (a) a broker-dealer or sub-category of a broker-dealer; (b) an investment adviser; (c) an underwriter; or (d) such other category or sub-category as the Commission may prescribe, unless the person is registered, as such, or otherwise exempted in accordance with this Act, and except for such persons deemed registered, the person has received written notice of the registration from the Commission. (2) Subject to section 53(2), an individual who is a senior officer, agent or employee of a person required to be registered under subsection (1) and who engages in any act, action or course of conduct in connection with, or incidental to, Registration requirement. [9 of 2014

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LAWS OF TRINIDAD AND TOBAGO the class of business activities for which a person registered under subsection (1) is engaged, shall register as a registered representative in the prescribed category, subject to such terms and conditions as the Commission may determine. (3) An individual who is not registered under subsection (2) shall not perform any of the functions or engage in any act, action or course of conduct in connection with, or incidental to, the business activities of the person who is required to be registered under subsection (1) in order to carry on its business activities. (4) Subsections (2) and (3) do not apply to— (a) an employee performing functions which are solely administrative in nature, including without limitation, technology support, facilities support, human resources management and clerical support; and (b) any other person as may be prescribed. (5) Notwithstanding subsections (1) and (2), a sponsored broker-dealer or sponsored investment adviser may carry on business, or hold himself out as, or engage in any act, action or course of conduct in connection with, or incidental to, the business activities of a broker-dealer or investment adviser for a period not exceeding an aggregate of ninety days in any one calendar year, where such sponsored broker-dealer or sponsored investment adviser is registered in the manner prescribed. (6) Subject to section 56, the registration of a person under subsection (1) shall be valid for a period of one year from the date of registration or such other period as the Commission may determine. (7) Subject to section 56, the registration of a person under subsection (2) shall be valid for a period of two years from the date of registration or such other period as the Commission may determine.

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52. (1) Subject to subsections (2) and (3) where an
applicant for registration under section 51 or for renewal or reinstatement of such registration— (a) is considered by the Commission to be fit and proper for registration, renewal or reinstatement in the category applied for; (b) complies with the prescribed requirements; and (c) pays the prescribed fee, the Commission shall register, renew or reinstate the registration of the applicant and issue to such applicant a certificate of registration in such form as the Commission may determine. (2) The Commission may refuse to register, renew or reinstate the registration of an applicant where such registration, renewal or reinstatement is not in the public interest. (3) The Commission may in its discretion restrict a registration by— (a) imposing such terms and conditions as it thinks necessary; (b) limiting the duration of a registration; and (c) limiting the trading to certain securities or a certain class of securities. (4) The Commission may require— (a) a registrant under section 51(1) to establish and maintain a compliance committee, which shall be responsible for ensuring that the registrant complies with this Act; and (b) a registrant under section 51, other than a person required to be registered under section 51(2), to effect policies of insurance on terms as may be ordered by the Commission for the purpose of indemnifying such registrant against any liability that may be incurred as a result of any act or omission of the registrant or any of its officers or employees. (5) Where the registration of a registrant under this Part is subject to terms and conditions, the registrant shall comply with such terms and conditions. Registration by the Commission. [9 of 2014].

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(6) In considering whether a person is fit and proper for registration under this Part, the Commission shall consider— (a) the financial condition and solvency of the person; (b) the educational and other qualifications and experience of the person; (c) the ability of the person to perform his proposed business efficiently, honestly and fairly; (d) the ability of the person to comply with the requirements of this Act applicable to the category of registration for which he is applying; (e) the character, financial integrity and reliability of the person; (f) the fit and proper status of its senior officers; and (g) additional requirements as may be prescribed, and for the purpose of this subsection, the Commission may have regard to any information in its knowledge or possession whether furnished by the applicant or not. (7) The Commission shall not refuse to register, renew or reinstate the registration of an applicant without giving the applicant an opportunity to be heard and where the Commission refuses to register, renew or reinstate the registration of an applicant, it shall notify the applicant in writing of the reasons for so doing. (8) The Commission shall, by the 30th day of April of each year, publish by class of registration a list of all registrants and self-regulatory organisations as of the 31st day of March in that year in the Gazette and two daily newspapers of general circulation in Trinidad and Tobago. (9) The Commission shall maintain a register of all registrants and self-regulatory organisations with the Commission under this Part.
53. (1) For the period of two years from the coming into
force of this Act, a person registered or deemed registered under the former Act as— (a) a broker, excluding a broker in the employ of a securities company under the former Act, is Transitional provisions. [9 of 2014].

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L.R.O. 1/2026 deemed to be duly registered under this Act as a broker-dealer; (b) a dealer, is deemed to be duly registered under this Act as a broker-dealer; (c) a securities company, is deemed to be duly registered under this Act as a broker-dealer; (d) an underwriter, is deemed to be duly registered under this Act as an underwriter; (e) an investment adviser, is deemed to be duly registered under this Act as an investment adviser; (f) a broker in the employ of a securities company under the former Act is deemed under section 51(2) as a registered representative of a registrant registered under
section 51(1) of this Act; and
(g) a trader, is deemed to be duly registered under
section 51(2) as a registered representative of
a registrant registered under section 51(1) of this Act. (2) A person who is deemed to be registered under subsection (1) shall comply with the registration requirements of
section 51(1) or (2) as the case may be, within two years from the
date of the coming into force of this Act and shall, until the earlier of the expiry of such two-year period and the date such person obtains registration under section 51(1) or (2) as the case may be, be permitted to continue performing the functions that such person was authorised to perform under the former Act.
54. (1) Subject to subsections (2) and (3) a person shall not
become a substantial shareholder without first being approved by the Commission as being fit and proper. (2) Where a person becomes a substantial shareholder under a will, by intestacy or in any other manner, such a person shall apply to the Commission for approval within one month of this fact coming to his knowledge. Requirements for substantial shareholders of registrants. [9 of 2014].

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(3) A financial institution or a registrant under
section 51(1)—
(a) is deemed approved by the Commission for the purposes of subsection (1); and (b) shall notify the Commission in writing within one month upon its becoming a substantial shareholder. (4) The Commission may, upon application in the prescribed manner and payment of the prescribed fee, approve a person to become a substantial shareholder. (5) The Commission shall refuse to approve an applicant to become or continue to be a substantial shareholder of a registrant registered under section 51(1) if— (a) the applicant is not fit and proper at the time of the application; or (b) the applicant does not remain fit and proper after the approval of its application. (6) Where a substantial shareholder is no longer fit and proper or where a person under subsection (2) is not granted approval to be a substantial shareholder, such person shall— (a) be notified in writing by the Commission of this fact; and (b) not exercise voting rights in relation to ten per cent or more of the outstanding securities of the registrant under section 51(1). (6A) Where the Commission notifies a person that he is no longer fit and proper or where a person under subsection (2) is not granted approval to be a substantial shareholder the person may within the period of fourteen days commencing the day after which the notice is given, make written representations to the Commission. (6B) Where the Commission notifies a person that he is no longer fit and proper or where a person under subsection (2) is not granted approval to be a substantial shareholder, the shares held by that person in the registrant registered under

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section 51(1) shall be subject to disposal in accordance with
subsection (6C) without prejudice to any other penalty which may be incurred by any party pursuant to this Act. (6C) Where the circumstances so warrant, the Commission may apply to the Court for the disposal of the shares held by a person in a registrant registered under section 51(1), and to whom a notice is sent in accordance with subsection (6). (6D) Where shares referred to in subsection (6C) are sold in accordance with an order of the Court, the proceeds of sale, less the costs of the sale, shall be paid into Court or into such fund as the Court may specify for the benefit of the persons beneficially interested in the disposed shares, and any such person may apply to the Court for the whole or part of the proceeds to be paid to him in satisfaction of his beneficial interest. (6E) A person who contravenes this section commits an offence and is liable on summary conviction to a fine of six hundred thousand dollars or to imprisonment for two years and in the case of a continuing offence, to a fine of sixty thousand dollars for each day that the offence continues. (7) In this section, “substantial shareholder” means any person who directly or indirectly, whether alone or with another person, beneficially owns, or has control or direction over, or proposes to own or acquire control or direction over ten per cent or more of the outstanding voting securities of the registrant under section 51(1). (8) A substantial shareholder of a registrant under
section 51(1) on the coming into force of this Act is deemed
approved by the Commission for the purposes of subsection (1). (9) A substantial shareholder shall within one month of any change in its ownership of the issued capital of the registrant under section 51(1) notify the Commission in writing of the change, if the change is five per cent or more of the total issued capital of the registrant.

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55. (1) The registration of a registered representative is
suspended on the date that the registration of the registrant under section 51(1) that sponsored his registration is suspended until such time that an application for reinstatement of the employer’s registration in such form as the Commission may determine has been approved by the Commission. (2) The registration of a registered representative is terminated on the date that— (a) the registered representative ceases to act on behalf of the registrant under section 51(1) that sponsored his registration; or (b) the registration of the registrant under
section 51(1) that sponsored his registration
is terminated or voluntarily surrendered.
(3) A registered representative shall not carry on securities business for any person unless such representative is employed by a registrant under section 51(1) whose registration status is active.
56. (1) An application for registration, renewal or
reinstatement of registration under this Part shall be made in writing in such form as the Commission may determine and shall be accompanied by the prescribed fee and such other prescribed documents or information requested by the Commission. (2) If at any time between the date of the filing of an application and the date that a notice of registration, renewal or reinstatement of registration is received by the applicant, the applicant becomes aware of a material change in the information contained in the application, the applicant shall forthwith inform the Commission in writing of such material change. (3) The Commission may require any further information or material to be submitted by an applicant within a specified time and may require verification by affidavit of any information or material fact then or previously submitted. Termination and suspension of registered representative status. [9 of 2014 10 of 2020]. Application for registration and continuing disclosure. [9 of 2014 10 of 2020].

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(4) Subject to the Bye-laws, an applicant under this
Part or a registrant shall provide the Commission notice in
writing of the occurrence of any prescribed event within the prescribed period. (5) Upon receipt of a notice under subsection (4), the Commission may take any action that it deems appropriate. (6) A person opening a branch office where the class of business for which the person is registered under section 51(1) is intended to be conducted, shall— (a) apply to the Commission for registration of the branch office in the prescribed form and shall pay the prescribed fee and the Commission may grant such application subject to such conditions as it considers appropriate; and (b) where application for registration is granted in accordance with paragraph (a), such registration shall be renewed annually.
57. (1) The Commission may issue a warning to a registrant
registered under section 51(1), (2) or (5) if— (a) such registrant ceases to carry on the business of a registrant; (b) such registrant had obtained registration under this Act or the former Act by knowingly or recklessly concealing or misrepresenting any fact which is, in the opinion of the Commission, material to the application for registration or to the suitability of the registrant to be registered; (c) the registration of such registrant under this Act or the former Act has been made by mistake, however such mistake arose; (d) such registrant has defaulted in the payment of any monies due to a self-regulatory organisation or to the Commission; (e) in the case of a registrant that is not an individual, a levy of execution in respect of such person has not been satisfied; Issue of warning. [9 of 2014 17 of 2024].

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(f) in the case of a registrant that is not an individual, such registrant fails to maintain the prescribed level of capitalisation; (g) such registrant is charged or convicted of an offence involving fraud or dishonesty whether in Trinidad and Tobago or elsewhere; (h) such registrant contravenes, or fails to comply with, any term, condition or restriction applicable in respect of his registration. (i) in the case of a registrant that is not an individual, such registrant fails adequately to supervise or to conduct the activities of any other person acting for, or on behalf of, such registrant; (j) such registrant is prosecuted for breach of this Act, the Proceeds of Crime Act, the AntiTerrorism Act, the Economic Sanctions Act or Orders made thereunder as they relate to proliferation financing, any other written law in relation to the prevention of money laundering, combating the financing of terrorism, proliferation financing or any other written law which may be administered or supervised by the Commission which may be in force from time to time; (k) such registrant ceases to meet a registration requirement, or a term or condition of registration, applicable to such person; (l) such registrant is guilty of misconduct or is no longer fit and proper for registration; (m) such registrant contravenes, or fails to comply with a provision of this Act; or (n) contravenes or fails to comply with any obligation imposed on it by the Proceeds of Crime Act, the Anti-Terrorism Act, the Economic Sanctions Act or Orders made thereunder as they relate to proliferation Ch. 11:27. Ch. 12:07. Ch. 81:05. Ch. 11:27. Ch. 12:07. Ch. 81:05.

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L.R.O. 1/2026 financing, any other written law in relation to the prevention of money laundering, combating the financing of terrorism, proliferation financing or any other written law which may be administered or supervised by the Commission which may be in force from time to time. (1A) The Commission may, where it considers it to be in the public interest, issue an order to reprimand or suspend the registration of a registrant under section 51(1), (2) or (5) for any reason set out in subsection (1). (2) In considering at any time whether a registrant registered under section 51(1), (2) or (5) is no longer fit and proper for registration under section 57(1)(l), the Commission shall consider the financial condition, proficiency, integrity, and competency of the registrant, senior officers where applicable, and any additional requirements as may be prescribed. (3) In this section, “misconduct” means— (a) a contravention of any provision of this Act; (b) a contravention of the terms and conditions of any registration or licence; or (c) any act or omission relating to carrying on the business requiring registration which in the opinion of the Commission, is or is likely to be prejudicial to the interest of the investing public or to the public interest. (4) Subject to subsection (5), the Commission shall not suspend the registration of a registrant under this section without giving the registrant an opportunity to be heard. (5) Notwithstanding subsection (4), the Commission may suspend the registration of a registrant for a period of thirty days where it considers that immediate suspension is in the public interest or that any delay may be prejudicial to the public interest. (6) Where the registration of a registrant is suspended under subsection (1)(g) or (j), the Commission may suspend the registration from the date of the institution of such

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LAWS OF TRINIDAD AND TOBAGO prosecution or at any time thereafter, but such suspension shall automatically cease upon the dismissal of the charge or the withdrawal thereof or, if there is more than one charge, upon the dismissal or withdrawal of all the charges. (7) The Commission may, where it considers it to be in the public interest, rescind any suspension it has made of the registration of a registrant under this section, whether on its own determination or on application by a registrant. (8) Where the Commission has suspended the registration of any registrant registered under section 51(1), (2) or (5), or the registration otherwise expires, that registrant shall forthwith cease activities in the area of activity for which he was registered, and any licence issued by a self-regulatory organisation or membership in any such self-regulatory organisation shall forthwith be suspended. (9) Where a suspension of the registration of any registrant under section 51(1), (2) or (5) is rescinded by the Commission for any reason, the registration of such registrant and any licence issued by a self-regulatory organisation or membership in any such self-regulatory organisation held by the registrant, shall be reinstated subject to such terms and conditions as the Commission may require.
58. (1) The Commission may, where it considers it to be in
the public interest, issue an order to revoke the registration of a registrant registered under section 51(1), (2) or (5) for any reason set out in section 57 other than section 57(1)(g), (j) or (k). (2) Where the Commission has suspended the registration of a registrant for a reason set out in section 57(1)(g), (j) or (k), the Commission may revoke the registration of such registrant if the registrant— (a) has been convicted by a Court for an offence involving fraud or dishonesty, whether in Trinidad and Tobago or elsewhere; (b) has been convicted by a Court for a contravention of the Proceeds of Crime Act, the Anti-Terrorism Act and the Economic Sanctions Act or Orders Revocation of registration. [9 of 2014 12 of 2019]. Ch. 11:27. Ch. 12:07. Ch. 81:05.

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L.R.O. 1/2026 made thereunder as they relate to proliferation financing, any other written law in relation to the prevention of money laundering, combating the financing of terrorism, proliferation financing or any other written law which may be administered or supervised by the Commission which may be in force from time to time; or (c) has breached this Act. (3) The Commission shall not revoke the registration of a registrant under this section without giving the registrant an opportunity to be heard. (4) The Commission shall not revoke the registration of a registrant unless it is satisfied that the financial obligations of the registrant to the clients of such registrant have been discharged to the extent possible. (5) Where the Commission has revoked the registration of any registrant, that registrant shall forthwith cease activities in the area of activity for which such registrant was registered, and any licence issued by a self-regulatory organisation or membership in any such self-regulatory organisation shall forthwith become invalid. 58A. The Commission may on its own motion, issue an order to revoke the registration of a registrant where the registrant was registered in error.
59. On application by a registrant registered under
section 51(1), (2) or (5), the Commission may accept, subject to
such terms and conditions as it may impose, the voluntary surrender of the registration of the registrant if the Commission is satisfied that the financial obligations of the registrant to the clients of such registrant have been discharged and the surrender of the registration would not be prejudicial to the public interest.
60. (1) A person who knowingly or recklessly makes a
misrepresentation in any application, notification, or other document required to be filed, delivered or notified to the Commission may revoke registration. [10 of 2020]. Surrender of registration. Offence. [9 of 2014 7 of 2025].

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Commission under this Part commits an offence and is liable on summary conviction to a fine of one million dollars and to imprisonment for three years. (2) A person who contravenes section 51(1) commits an offence and is liable on summary conviction to a fine of five million dollars and to imprisonment for five years. (3) A registrant registered under section 51(1), who contravenes sections 62A, 62B and 62C commits an offence and is liable on summary conviction to a fine of one million dollars and to imprisonment for three years.
61. (1) A person, who is not a reporting issuer, and who
proposes to make a distribution shall first apply to the Commission to be registered as a reporting issuer by filing a registration statement in such form as the Commission may determine and paying the prescribed fee. (2) A reporting issuer shall update its registration statement annually and shall for that purpose file a revised registration statement in such form as the Commission may determine within fourteen days of the end of its financial year and pay the prescribed fee. (3) This section shall not apply to any issuer which is a government entity, international agency or such other person as may be prescribed. (4) Subsection (1) shall not apply where the distribution is— (a) a limited offering and the issuer— (i) notifies the Commission in writing of the proposed commencement date at least ten days prior to the first distribution of securities; and (ii) files a post distribution statement in accordance with section 84; or (b) a limited offering made to a person who— (i) is a senior officer or partner of the issuer; Registration of reporting issuers. [9 of 2014 10 of 2020].

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(ii) is directly involved in the business of the issuer; (iii) is an associate of the issuer within the meaning of paragraphs (a), (b) and (c) of the definition of “associate”; (iv) is a relative of a person referred to in subparagraph (i); (v) is a shareholder of the issuer; or (vi) meets such other conditions as may be prescribed. (4A) An issuer shall not be required to file a post distribution statement under section 84 with respect to a limited offering under subsection (4)(b).
62. (1) No security shall be—
(a) distributed; or
(b) listed with any securities exchange, unless it is registered with the Commission. (2) An application for registration of a security may be made by filing a distribution statement with the Commission in such form as the Commission may determine signed— (a) by the chief executive officer or other duly authorised senior officer of the issuer and at least two members of the board of directors of the issuer; (b) in the case of a government entity or international agency, by the underwriter or designated agent; or (c) in the case of a collective investment scheme established as a trust, by the trustee or a person duly authorised by the trustee. (3) Signatures appearing on the distribution statement shall be presumed to have been affixed to that statement by authority of the person whose signature is so affixed unless the contrary is proven. Registration of securities. [9 of 2014].

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(4) A distribution statement shall be deemed effective only as to the securities specified therein proposed to be offered or as otherwise prescribed. (5) At the time of filing a distribution statement pursuant to subsection (2), the applicant shall pay to the Commission such fees as may be prescribed. (6) (Repealed by Act No. 9 of 2014). (7) The effective date of a distribution statement shall be determined by the Commission. (8) Securities which were registered under the former Act and outstanding immediately before the coming into force of this Act, shall be deemed to be registered under this Act. (9) Subsection (1)(a) shall not apply to— (a) a limited offering where the issuer— (i) notifies the Commission in writing of the proposed commencement date of the distribution within ten days prior to the first issuance of securities pursuant to the distribution; and (ii) files a post distribution statement in accordance with section 84; or (b) a limited offering made to a person who— (i) is a senior officer or partner of the issuer; (ii) is directly involved in the business of the issuer; (iii) is an associate or relative of the issuer; (iv) is a shareholder of the issuer; or (v) meets such other conditions as may be prescribed. (10) Notwithstanding subsection (9), the Commission may determine that it is in the public interest that the requirements of subsection (1) be met by the issuer. (11) For the purposes of subsection (1), debt securities issued by the Government shall be deemed to be

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L.R.O. 1/2026 registered by the Commission where— (a) the underwriter or designated agent pays the fees required under section 62(5); and (b) the underwriter or designated agent files a postdistribution statement as required by section 84. (12) Notwithstanding subsection (11), subsection (1) shall not apply to Treasury Bills or Treasury Notes issued by the Government pursuant to the Treasury Bills Act and the Treasury Notes Act.
PART IVA
FINANCIAL REPORTING OF REGISTRANTS 62A. (1) A registrant registered under section 51(1), other than an individual registered under section 51(1), shall prepare and file with the Commission, within ninety days of the end of each financial year of such registrant, audited annual comparative financial statements relating separately to— (a) the period that commenced on the date of incorporation or organisation and ended as of the close of the first financial year or, if the registrant has completed a financial year, the last financial year; and (b) the period covered by the financial year immediately preceding the last financial year, if any. (2) Every financial statement referred to in subsection (1), shall be accompanied by a report of the auditor. (3) No person shall be appointed to act as the auditor of a registrant for the purposes of subsection (1), unless such person is a member in good standing of the ICATT or its equivalent in a designated foreign jurisdiction and meets any other requirements as the Commission may prescribe. (4) The Commission may, where the report of the auditor required by subsection (2) is qualified in any respect, take any action that it deems necessary until the matters giving rise to the qualified audit report are resolved. Ch. 71:40. Ch. 71:39. Financial Reporting Audited annual comparative financial statements of registrants. [7 of 2025].

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(5) The auditor shall, where he is in the course of performing his duties required by subsection (2), of the opinion that a matter could give rise to a qualification in the audit report on the financial statements, provide notice to the Commission immediately and deliver a copy of the notice promptly to the registrant. (6) The notice required in subsection (5), shall contain complete details about the circumstances giving rise to the notice. 62B. (1) A registrant registered under section 52(1), other than an individual registered under section 51(1), shall file with the Commission, an interim financial statement— (a) where the registrant has not completed its first financial year, for the period commencing with the beginning of that financial year and ending six months before the date on which that financial year ends; or (b) where the registrant has completed its first financial year, for the period commencing after the end of its last completed financial year and ending six months after that date, including comparative financial information to the end of the corresponding period in the last financial year. (2) The interim financial statement required under subsection (1), shall be filed with the Commission within sixty days of the end of the period to which it relates. (3) An interim financial statement need not be filed under subsection (1) for any period that is less than six months. (4) An interim financial statement filed under subsection (1) need not include a report of an auditor, but if an auditor has been associated with that statement, his audit report or his comments on the unaudited financial information shall accompany the statement. Interim financial statements. [7 of 2025].

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62C. (1) An individual registered under section 51(1), shall file with the Commission on an annual basis, its financial statement and any other requested supplementary information as the Commission may require, evidencing its financial standing within forty-five days of the end of each calendar year, in the form approved by the Commission. 62D. (1) A filing under sections 62A, 62B and 62C, shall be in addition to any other financial reporting requirement under this Act, its subsidiary legislation, guidelines or as may be requested by the Commission pursuant to this Act.
PART V
DISCLOSURE OBLIGATIONS OF REPORTING ISSUERS
63. A reporting issuer shall, within the prescribed period,
after the end of its financial year— (a) file with the Commission, a copy of its annual report containing the prescribed information; and (b) send the annual report to each holder of its securities, other than debt securities, addressed to the latest address as shown on the securities register of the reporting issuer.
64. (1) Subject to subsection (2), where a material
change occurs in the affairs of a reporting issuer, the reporting issuer shall— (a) within three days of the occurrence of the material change, file with the Commission the required report disclosing the nature and substance of the material change, the contents of which shall be certified by a senior officer; (b) forthwith, and in any event within seven days of the occurrence of the material change, publish a notice in such form as the Commission may require in two daily newspapers of general circulation in Trinidad and Tobago or as Financial statements by individuals. [7 of 2025]. Filings to be in addition to other requirements. [7 of 2025]. Annual reports. Timely disclosure of material changes. [9 of 2014 25 of 2020].

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LAWS OF TRINIDAD AND TOBAGO otherwise determined by the Commission and such notice shall be authorised by a senior officer and shall disclose the nature and substance of the material change; and (c) within seven days of the occurrence of the material change file copies of the actual notice published in paragraph (b) with the Commission. (2) Subject to subsection (3), subsection (1) shall not apply where the reporting issuer is of the opinion that— (a) the disclosure required by subsection (1)(b) would be unduly detrimental to its interests; or (b) the disclosure required by subsection (1)(b) would be unwarranted, and the reporting issuer shall forthwith comply with subsection (1)(a) and notify the Commission in writing of the material change and of the reasons why it is of the opinion that there should not be a notice as contemplated in subsection (1)(b). (3) Where the Commission is of the opinion that the disclosure of the material change would not be unduly detrimental to the interests of a reporting issuer, it may, after giving the reporting issuer an opportunity to be heard— (a) require disclosure to the public of the material change in accordance with subsection (1); or (b) permit non-disclosure of the material change by the reporting issuer until such time as the Commission may determine.
65. (1) Every reporting issuer shall within the prescribed
time prepare and file with the Commission annually comparative financial statements relating separately to— (a) the period that commenced on the date of incorporation or organisation and ended as of the close of the first financial year or, if the reporting issuer has completed a financial year, the last financial year; and Annual financial statements. [9 of 2014].

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(b) the period covered by the financial year immediately preceding the last financial year, if any, made up and certified as prescribed and prepared in accordance with financial reporting standards. (2) Every financial statement referred to in subsection (1) shall be accompanied by a report of the auditor. (3) The Commission may, where the report of the auditor required by subsection (2) is qualified in any respect, take any action that it deems necessary until the matters giving rise to the qualified audit report are resolved. (4) The auditor shall, where he in the course of performing the duties required by subsection (2) is of the opinion that a matter could give rise to a qualification in the audit report on the financial statements, provide notice to the Commission immediately and deliver a copy of the notice promptly to the reporting issuer. (5) The notice required by subsection (4) shall contain complete details about the circumstances giving rise to the notice. (6) No person shall be appointed to act as the auditor of a reporting issuer unless such person is a member in good standing of ICATT or its equivalent in a designated foreign jurisdiction and meets any other requirements as may be prescribed. (7) The board of directors of a reporting issuer shall have an audit committee composed of not less than three directors of the reporting issuer, a majority of whom shall— (a) not be employees of the reporting issuer or any of its affiliates; or (b) meet other such requirements as the Commission may determine.
66. (1) Every reporting issuer shall prepare and file with the
Commission interim financial statements within sixty days of the Interim financial statements.

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LAWS OF TRINIDAD AND TOBAGO end of the interim period to which they relate or within such other period as may be prescribed— (a) where the reporting issuer has not completed its first financial year, for the periods commencing with the beginning of that year and ending three, six and nine months respectively, after the beginning of that year, but no interim financial statement is required to be filed for a period that is less than three months; and (b) where the reporting issuer has completed its first financial year, for the periods commencing with the beginning of the current financial year and ending three, six and nine months respectively, after the beginning of that year, including a comparative statement to the end of each of the corresponding periods in the previous financial year, prepared in accordance with financial reporting standards and certified as prescribed for each interim period of each financial year beginning on, or after the coming into force of this Act. (2) An interim financial statement prepared and filed under subsection (1) need not include an auditor’s report, but if an auditor has been associated with that statement, his audit report or his comments on the unaudited financial information shall accompany the financial statement.
67. (1) Subject to subsection (2), every financial statement
required to be prepared and filed with the Commission pursuant to
section 65 or 66, shall be concurrently sent by the reporting issuer
to each holder of its securities, other than debt securities, to the address as shown on the securities register of the reporting issuer at the time such financial statements are filed with the Commission. (2) A reporting issuer satisfies the obligation under this
Part with respect to the sending and delivery of any document,
report or statement to its security holders by— (a) sending the document, report or statement to its security holders by— (i) way of compact disc or other external memory device addressed to the latest Filing and delivery of financial statements. [9 of 2014].

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L.R.O. 1/2026 address as shown on the securities register; or (ii) electronic mail, where the security holder has given written consent or a two-thirds majority of security holders of the reporting issuer has given consent at a meeting of the security holders and the reporting issuer posts the document, report or statement on its website; (b) publishing the document, report or statement in two daily newspapers of general circulation in Trinidad and Tobago; (c) posting the document, report or statement on the website of the reporting issuer and publishing a notice in two daily newspapers to be approved by the Commission, notifying the security holders about the availability of such document, report or statement; (d) mailing the document, report or statement to the most recent address as shown on the securities register of the reporting issuer; or (e) making the document, report or statement available in such other manner as the Commission may determine. (3) Notwithstanding subsection (2), a security holder to whom the subsection applies may make a written request for a hard copy of any document, report or statements and the reporting issuer shall, as soon as practicable, send such document, report or statements addressed to the latest address as shown on the securities register of the reporting issuer.
68. (1) A reporting issuer shall, concurrently with the
giving of notice of a meeting of its security holders, send a proxy in such form as the Commission may determine to each holder of voting securities of the reporting issuer entitled to receive notice of the meeting, to the address as shown on the securities register of the reporting issuer. Exemption. Proxy solicitation. [9 of 2014].

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(2) A person shall not solicit proxies under subsection (1) unless concurrently with the solicitation, there is sent to— (a) each security holder whose proxy is solicited a proxy circular in such form as the Commission may determine, either as an appendix to, or as a separate document accompanying the notice of the meeting, when the solicitation is, by or on behalf of the management of the reporting issuer; and (b) each security holder whose proxy is solicited and to the reporting issuer a dissident proxy circular in such form as the Commission may determine stating the purpose of the solicitation when the solicitation is not by, or on behalf of the management of the reporting issuer. (3) A person who sends a proxy circular or dissident proxy circular shall forthwith file with the Commission a copy of the circular and the form of proxy. (4) This section shall not apply where a reporting issuer is complying with— (a) comparable requirements of the Companies Act; or (b) the requirements of any designated foreign jurisdiction. (5) In this section, “solicit” means— (a) a request for a proxy, whether or not accompanied by, or included in a form of proxy; (b) a request to execute or not to execute a form of proxy or to revoke a proxy; (c) the sending of a form of proxy or other communications to a security holder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy; and Ch. 81:01.

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(d) the sending of a form of proxy to a security holder under subsection (1), but does not include— (e) the sending of a form of proxy in response to an unsolicited request made by, or on behalf of a security holder; (f) the performance of administrative acts or professional services on behalf of a person requesting a proxy; (g) the sending by a broker-dealer of documents to a beneficial owner; (h) the request by a person in respect of securities of which he is the beneficial owner; or (i) publicly announcing, by a security holder, how the security holder intends to vote and the reasons for that decision, and that public announcement is made by— (i) a speech in a public forum; or (ii) a press release, an opinion, a statement or an advertisement provided through a broadcast medium or by a telephonic, electronic or other communication facility, or appearing in a newspaper, a magazine or other publication generally available to the public.
69. (1) A reporting issuer that is an approved foreign issuer
is exempt from the requirements of this Part, where the reporting issuer— (a) has a market capitalisation, calculated in the prescribed manner, of no less than the prescribed amount on the date it became a reporting issuer under this Act; (b) complies in all respects with the foreign disclosure requirements of a designated foreign jurisdiction regarding— (i) the disclosure of material changes on a timely basis; Exemptions for certain foreign issuers. [9 of 2014].

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(ii) the preparation, filing and delivery of annual comparative financial statements and an auditor’s report thereon; (iii) the preparation, filing and delivery of interim financial statements; and (iv) the preparation, filing and delivery of an annual report, a management discussion and analysis or other similar document on the reporting issuer’s annual comparative financial statements; (c) files with the Commission all such documents which it files with the securities regulatory authority in a designated foreign jurisdiction where it is registered in respect of the items described in subsection (1)(b) as soon as possible but in any event within seven days after such filing is required to be made with the foreign regulatory authority; and (d) delivers to each security holder, resident in Trinidad and Tobago, at the address shown on the securities register of the reporting issuer, the documents that such security holder would be entitled to receive under the securities laws of the designated foreign jurisdiction if such security holder were resident in that jurisdiction and such documents shall be sent within seven days after such documents would be required to be sent to the security holder if such security holder were resident in that jurisdiction. (2) Subsection (1) is not applicable to an approved foreign issuer if, as at the end of the last financial year of the approved foreign issuer, the number of voting securities of the issuer held beneficially and of record, directly or indirectly, by residents of Trinidad and Tobago is twenty per cent or more of the outstanding voting securities of the issuer on such date or such other per cent as may be prescribed.

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(3) A reporting issuer which is an approved foreign issuer shall certify annually to the Commission in writing, concurrently with the filing of its annual comparative financial statements, that it is an approved foreign issuer and is permitted to rely on the exemption provided by this section.
70. (1) Subject to subsection (2), a reporting issuer who—
(a) contravenes this Part; or
(b) knowingly or recklessly makes a misrepresentation in any document required to be filed with the Commission or delivered to security holders under this Part, commits an offence and is liable on conviction on indictment to a fine of one million dollars and to imprisonment for three years. (2) Where a reporting issuer is convicted of an offence under subsection (1), each senior officer of the reporting issuer, who knowingly or recklessly authorised, permitted or acquiesced in the offence is also liable on conviction on indictment for such offence to a fine of five hundred thousand dollars and to imprisonment for two years. (3) Notwithstanding subsection (2), the defence available to a senior officer under section 165(3) is also available to a senior officer in respect of this section. (4) Where a senior officer is convicted of an offence under subsection (2), the Commission may order under
section 155, and in addition to any other order that the
Commission may make, that the senior officer be prohibited from being a senior officer of a registrant or self-regulatory organisation for a period not exceeding ten years.
71. (1) The Commission may—
(a) on its own motion; or
(b) on application by a reporting issuer and payment of the prescribed fee, make an order declaring, subject to such conditions as it considers appropriate, that the issuer is no longer a reporting issuer. Offence. [9 of 2014]. Ceasing to be a reporting issuer. [9 of 2014].

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(2) Where a reporting issuer fails to file a report or statement required to be filed under this Part for more than six months following the prescribed date by which the report or statement is required to be filed, the Commission may impose such conditions on a reporting issuer as it sees fit including suspension and cessation of trading until such time as the outstanding report or statement is filed.
PART VI
DISTRIBUTION
72. (1) For the purpose of this Part, an advertisement
solicits the purchase or sale of securities if— (a) it invites a person to enter into an agreement for, or with a view to subscribing for, or otherwise acquiring or underwriting any securities; or (b) it contains information reasonably calculated to lead, directly or indirectly, to a person entering into such an agreement. (2) In this Part— “accredited investor” means— (a) a person who has access to substantially the same information concerning the issuer that is required in a prospectus under this Part; (b) a senior officer of the issuer, or a spouse of any such person; (c) a bank, insurance company, loan or trust company incorporated, governed, or regulated under the laws of Trinidad and Tobago; (d) a registrant under section 51(1), (2) or (5); (e) a government entity, international agency or any foreign government; (f) an individual who has total net worth of no less than five million dollars or such higher amount as may be prescribed; Definition and construction. [9 of 2014].

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(g) any person other than an individual, including a collective investment scheme, that has total net worth of no less than ten million dollars or such higher amount as may be prescribed; (h) any person outside of Trinidad and Tobago that is analogous to persons referred to in paragraphs (c), (d), (f) and (g); or (i) a person who meets such other requirements as may be prescribed; “financial assets” means— (a) cash; (b) securities; (c) any contract of insurance; or (d) a certificate or document constituting evidence of any interest in a deposit account with— (i) a financial institution; (ii) a credit union as defined under the Co-operative Societies Act; or (iii) an insurance company registered under the Insurance Act; “non-financial assets” means the value of land, buildings or other property excluding the value of the primary residence of a person; “offer to sell” includes an attempt or offer to dispose of, or a solicitation of an offer to buy, a security. “total net worth” means total financial assets and non-financial assets less total liabilities.
73. (1) Subject to section 79, no person shall trade in a
security that would be required to be registered pursuant to
section 62(1), unless a prospectus has been filed with the
Commission with the prescribed fee and a receipt therefor has been issued by the Commission. (2) Notwithstanding subsection (1), no person shall trade in an asset-backed security where such trade would be a distribution, unless such security has received an approved rating. Ch. 81:03. Ch. 84:01. Prospectus required. [9 of 2014].

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(3) Subsection (2) does not apply to a trade in an assetbacked security distributed under an exemption provided for in section 79.
74. (1) A person shall not solicit the purchase or sale of a
security by way of advertisement in connection with a distribution of a security, unless a receipt has been issued by the Commission under this Act for a prospectus offering the security and the advertisement— (a) identifies the security distributed; (b) states that a receipt has been issued; (c) identifies a person from whom the prospectus offering the securities may be obtained, and identifies a person through whom orders will be executed; and (d) contains any other prescribed information. (2) Notwithstanding subsection (1), a person may solicit an expression of interest from an accredited investor with respect to a proposed distribution provided that the person— (a) notifies the Commission in writing that he intends to do so and identifies the security proposed to be distributed; and (b) notifies the accredited investor that— (i) either the security is being distributed pursuant to a limited offering or a distribution statement related to the proposed distribution has been filed with the Commission but has not been made effective; (ii) no offer to buy the securities can be accepted and no part of the purchase price can be recovered until the distribution statement for the proposed distribution has become effective or the Commission has been notified of the date of the distribution under section 62(9)(a)(i); and Advertising. [9 of 2014].

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(iii) any such expression of interest shall not be binding on either party.
75. (1) An issuer, or a registrant under section 51(1) acting as
agent for the issuer, who receives an order or subscription for a security offered in a distribution, shall send or deliver to such person a prospectus, or amended prospectus, as the case may be, within two business days after the order or subscription is received. (2) An agreement of purchase and sale in relation to an order or subscription referred to in subsection (1) is not binding on a purchaser if the issuer or the registrant under section 51(1) acting as agent for the issuer, receives not later than two business days after the day the purchaser received a prospectus or an amended prospectus under subsection (1), written notice that the purchaser intends not to be bound by the agreement. (3) A person who files a prospectus with the Commission pursuant to section 73, during the period of distribution determined in accordance with section 83, shall furnish to a registrant under section 51(1), (2), and (5) a reasonable number of copies of the prospectus upon request and without charge. (4) For the purposes of this section, the receipt of a prospectus by a person who acts solely as agent of the purchaser with respect to the purchase of a security referred to in subsection (1), is deemed to be a receipt by the principal purchaser as of the date on which the agent received the prospectus.
76. (1) A prospectus shall contain full and true
disclosure in plain language of all material facts concerning the issuer and the securities to be distributed, and shall comply with the prescribed requirements. (2) In addition to subsection (1), a prospectus distributing securities of a collective investment scheme shall comply with such additional requirements as may be prescribed.
77. (1) Where a prospectus has been filed with the Commission
under section 73 in respect of any proposed distribution of securities and at any time during which an agreement in respect of Delivery of prospectus. [9 of 2014]. Contents of prospectus. Amended prospectus.

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LAWS OF TRINIDAD AND TOBAGO those securities can be entered into in pursuance of that offer, or during the period of distribution thereunder— (a) there is a material change; or (b) a material fact occurs, the inclusion of information in respect of which would have been required to be included in the prospectus if it had arisen when the prospectus was prepared, the issuer shall file with the Commission an amended prospectus containing particulars of that material change or material fact as the case may be, together with the prescribed fee and every prospectus thereafter sent or delivered to any person shall include such amended prospectus. (2) Where an amended prospectus is required to be prepared and filed with the Commission under subsection (1), the distribution of securities under the prospectus shall cease until such time as the Commission has issued a receipt for the amended prospectus. (3) Subject to section 75(2), an issuer, or a registrant under section 51(1) acting as agent for the issuer, who sends a prospectus to a purchaser under section 75(1) shall send to each such purchaser an amended prospectus forthwith after a receipt is issued by the Commission in respect of such amended prospectus.
78. (1) A receipt shall not be issued by the Commission for
a prospectus that includes a report, opinion, valuation or statement purporting to be made by an expert unless— (a) that expert has given, and has not before delivery of a copy of the prospectus is withdrawn, his written consent to the inclusion of the statement in the form and context in which it is included in the prospectus; and (b) there appears in the prospectus a statement that the expert has given and has not withdrawn his consent. (2) The written consent of an expert under subsection (1) shall be filed in the prescribed manner. Expert’s consent.

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79. (1) Subject to subsection (2), section 73 does not apply
to a distribution—
(a) by an issuer where the purchaser is an affiliate of the issuer acting as principal; (b) by an issuer of a security that is distributed to holders of its securities as a dividend or a distribution out of earnings, surplus, capital or other sources; (c) by an issuer of a security to holders of its securities incidental to a reorganisation or winding up or to a distribution of its assets for the purpose of winding up its affairs; (d) by an issuer of a security pursuant to the exercise of a right to acquire a security of its own issue, which right was previously granted by the issuer, if no commission or other remuneration is paid or given in respect of the distribution except for administrative or professional services or for services, other than the solicitation of investors, performed by a registrant registered under
section 51(1);
(e) by an issuer of a right, transferable or otherwise, granted by it to holders of its securities to purchase additional securities of its own issue, and of securities pursuant to the exercise of such a right if the issuer— (i) files with the Commission a notice that is to be sent to its security holders and the Commission does not inform the issuer in writing within ten days of the filing that it objects to the distribution; and (ii) sends to its security holders any information relating to the securities that is satisfactory to the Commission; (f) by an issuer of a security that is exchanged by or for the account of the issuer with another Exemptions. [9 of 2014].

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LAWS OF TRINIDAD AND TOBAGO issuer or the security holders of another issuer pursuant to— (i) a statutory amalgamation or arrangement; or (ii) a statutory procedure by which one issuer takes title to the assets of another issuer that loses its existence by operation of law or by which the existing issuers merge into a new issuer; (g) by an issuer pursuant to a take-over bid; (h) by an issuer of securities of its own issue or that of an affiliate to its senior officers or employees, or senior officers or employees of an affiliate, if— (i) in the case of employees, the employees are not induced to purchase the securities by expectation of employment or continued employment with the issuer; and (ii) no commission or other remuneration is paid or given in respect of the distribution except for professional services or for services other than the solicitation of employees, performed by an issuer; (i) where the Commission makes an order declaring that the cost of providing a prospectus outweighs the resulting protection to investors, but in such circumstances the Commission may make the order subject to any conditions it considers appropriate; (j) of securities issued or guaranteed by a government entity, a government of a designated foreign jurisdiction or an international agency; (k) by a person declared an exempt purchaser by order of the Commission who purchases as principal or as trustee for accounts fully managed by it;

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(l) by a reporting issuer to fewer than fifty accredited investors where— (i) the distribution is not accompanied by an advertisement other than an announcement, on prescribed terms, of its completion; (ii) no selling or promotional expenses are paid in connection with the trade except for professional services or services performed by a registrant under section 51(1); and (iii) where the accredited investor is an individual, other than an individual described in paragraph (b) or (d) of the definition of accredited investor, the individual has obtained investment advice in respect of the distribution from— (A) a registrant under section 51(1), (2) or (5); or (B) any prescribed person, who receives no remuneration from the issuer or selling security holder in connection with the distribution; (m) in a limited offering; or (n) in such other circumstances as may be prescribed. (2) An asset-backed security may only be distributed pursuant to an exemption in subsection (1) where a risk disclosure statement in such form as the Commission may determine has been delivered to each purchaser of the asset-backed security. (3) The certificate or other proof of ownership for any security distributed under an exemption in subsection (1)(a), (k), (l) or (m) shall contain the prescribed statement. (4) Subject to subsection (6), section 73 does not apply to a distribution by a person within the meaning of paragraph (d) of the definition of “distribution” if the distribution is a trading transaction.

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(5) For the purposes of subsections (4) and (6), a distribution is a trading transaction where— (a) the distribution is conducted by, or through a registrant under section 51(1); (b) the issuer of the security being distributed has been a reporting issuer for at least twelve months immediately preceding the date of commencement of the distribution; (c) no selling or promotional expenses are incurred in connection with the distribution except for services customarily performed by a registrant under section 51(1); (d) the distribution takes place through the facilities of a securities exchange; (e) at the time of the distribution, the selling security holder does not have knowledge or possession of any material non-public information in respect of the reporting issuer; (f) if the securities being distributed have been acquired by the selling security holder under a prospectus exemption, at least six months have elapsed from the date of the initial exempt distribution; and (g) notice of the intention to distribute securities in a trading transaction is published by a notice in two daily newspapers of general circulation in Trinidad and Tobago and filed with the Commission no less than three and no more than ten business days prior to the first sale by the selling security holder. (6) Subsection (4) is not available in a distribution that is a trading transaction unless— (a) the first sale takes place no less than three business days and no more than ten business days after the date of issuance of the notice required by subsection (5)(g); and

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(b) the final sale takes place no later than the sixtieth day after the date of issuance of the notice required by subsection (5)(g).
80. (1) In connection with a distribution of securities, an
issuer that is an approved foreign issuer may satisfy the requirements of sections 73, 75, 76, 77 and 78 of this Part by— (a) filing with the Commission— (i) a certificate signed by a senior officer of the issuer certifying that it is an approved foreign issuer; (ii) a copy of the receipt or other evidence that the prospectus or offering document to be used in connection with a distribution of securities has become final for the purposes of a distribution of securities in a designated foreign jurisdiction; (iii) a copy of all documents incorporated or deemed incorporated by reference in the prospectus or offering document; (iv) a copy of all reports or valuations filed in the designated foreign jurisdiction in connection with the distribution; (v) a form of submission to jurisdiction and appointment of agent for service of process of the issuer in such form as the Commission may determine; and (vi) a copy of the prospectus or offering document, and each supplement or amendment thereto, including a certificate of a senior officer of the issuer certifying that the prospectus or offering document constitutes full and true disclosure in plain language of all material facts relating to the issuer and the securities being distributed; and Exemptions for approved foreign issuers. [9 of 2014].

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(b) delivering to each purchaser in Trinidad and Tobago— (i) the offering document or prospectus, and each supplement or amendment thereto; and (ii) an addendum to the offering document or prospectus containing the prescribed information. (2) Subsection (1) does not apply to an approved foreign issuer where— (a) following the distribution, the number of voting securities of the issuer held, beneficially and of record, directly or indirectly, by residents of Trinidad and Tobago would amount to twenty per cent or more in the aggregate of the total number of voting securities outstanding of the issuer; (b) the approved foreign issuer is a collective investment scheme; (c) the approved foreign issuer has a market capitalisation of less than the amount as prescribed on the date the documents required to be filed under subsection (1) are filed with the Commission; or (d) the documents required to be filed by the issuer under subsection (1) are not filed in English. (3) Subject to subsection (2), where an approved foreign issuer files with the Commission the documents and material required under subsection (1), the Commission shall issue a receipt for such prospectus or offering document unless the Commission determines it is not in the public interest to do so.
81. (1) The first trade in securities previously acquired
pursuant to an exemption contained in paragraph (a), (d), (k), (l) or (m) of section 79(1), other than a further trade exempted by this Act, is deemed to be a distribution, unless— (a) the issuer whose securities are being traded is and has been a reporting issuer for the twelve months immediately preceding the date of the trade; Resale restrictions. [9 of 2014].

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(b) the trade is not a distribution within the meaning of paragraph (d) of the definition of distribution; (c) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (d) no extraordinary commission or consideration is paid to a person in respect of the trade; (e) if the seller is a person connected to a reporting issuer within the meaning of Part IX, such seller has no reasonable grounds to believe that such issuer is in default under this Act; and (f) at least six months have elapsed from the date of the initial distribution with the exception of securities previously acquired pursuant to an exemption contained in section 79(1)(d). (2) A person who purchases a security pursuant to an exemption from the prospectus requirement of section 73(1), that is available under this Act at a time when the condition set forth in subsection (1)(f) has not been satisfied, shall be in the same position as the seller for the remainder of the period specified in subsection (1)(f). (3) Where a security of an issuer is distributed on conversion or exchange of another security of the same issuer at a time when the condition set forth in subsection (1)(f) has not been satisfied in respect of the convertible or exchangeable security, a person who takes such security distributed on conversion or exchange shall be in the same position for the remainder of the period specified in subsection (1)(f) as if such conversion or exchange had not occurred.
82. (1) Subject to subsections (2), (3) and (4), the
Commission shall issue a receipt for a prospectus within a reasonable time after the date of the filing of the prospectus. (2) The Commission shall refuse to issue a receipt for a prospectus if— (a) the prospectus or any document filed therewith— (i) contains a misrepresentation; Receipt for prospectus.

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(ii) contains any statement, promise, estimate or forecast that is misleading, false or deceptive; (iii) fails to disclose any material fact which may be required under this Act; or (iv) fails to comply with any requirement of this Act; (b) the distribution in connection with which it is filed is deceptive; (c) an extraordinary commission or consideration has been or is intended to be given for promotional purposes or for the acquisition of the security; (d) in the opinion of the Commission, the past conduct of— (i) the issuer; (ii) any senior officer of the issuer; (iii) the promoter of the distribution; (iv) a person holding securities sufficient to materially affect the control of the issuer; or (v) any other person who exercises or is reasonably considered by the Commission likely to exercise influence over its management or policies, suggests that the business or affairs of the issuer are likely to be conducted in a manner that is not honest or financially responsible or that may be unfair to holders of its securities; (e) the proceeds that the issuer will receive from the distribution, together with its other resources, are not sufficient to accomplish the purpose of the distribution stated in the prospectus; (f) an expert who has prepared or certified a part of the prospectus or report used in connection with it, or who has filed a consent with the Commission, is not acceptable to the Commission;

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(g) the issuer is in default in filing or delivering any document with the Commission required under this Act or under any other written law by or under which it is incorporated or organised; (h) a broker-dealer, underwriter or investment adviser named in the prospectus is not registered under section 51(1) or authorised to perform equivalent functions under the laws of a designated foreign jurisdiction; (i) where a minimum amount of funds is required by an issuer, the prospectus does not indicate that the distribution will cease if the minimum amount of funds is not subscribed within ninety days of the commencement of the distribution; or (j) the Commission considers that the distribution would be prejudicial to the public interest. (3) The Commission shall not refuse to issue a receipt for a prospectus without giving the person who filed the prospectus an opportunity to be heard. (4) The Commission may, in connection with the issuance of a receipt for a prospectus, impose any condition which in the opinion of the Commission is necessary for the protection of investors including a condition that— (a) outstanding securities of the issuer be held in escrow upon such terms as the Commission may specify; (b) the proceeds of a distribution which are payable to the issuer be held in trust until such amounts, as may be specified by the Commission, are to be released to the issuer; and (c) no sales pursuant to the distribution may be completed before such time as may be specified by the Commission.

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83. (1) For the purposes of this Part, a distribution
commences on—
(a) the effective date of a distribution statement as determined by the Commission under
section 62(7); or
(b) in the case of a limited offering, the date of first issuance of the security. (2) Where in the first ninety days following the commencement of a distribution, twenty-five per cent or less of the securities proposed to be distributed and sold under the prospectus are actually sold and paid for, the distribution shall cease and the funds shall be returned to subscribers until such time as a new prospectus is filed and a receipt therefor issued by the Commission. (3) Where a minimum amount of funds is required by an issuer, and such minimum amount of funds is not raised by the issuer in the first ninety days following the commencement of the distribution, the distribution shall cease and the funds shall be returned to subscribers until such time as a new prospectus is filed and a receipt therefor issued by the Commission. (4) Subject to subsection (5), a distribution shall not continue longer than one year and twenty days from— (a) the effective date of the distribution statement relating to it unless the Commission issues a new effective date, in which case the period runs from the latter effective date; or (b) in the case of a limited offering, the date of first issuance of the security. (5) The Commission may determine that the period specified in subsection (4) be reduced to not less than six months. (6) Subsections (2), (3) and (4) do not apply to a distribution of securities by a collective investment scheme.
84. (1) A person who distributes a security, other than a
security which is issued by a collective investment scheme— (a) under a prospectus which has been filed with the Commission and receipt obtained therefor under this Act; or Commencement and cessation of distribution. [9 of 2014]. Postdistribution statement. [9 of 2014].

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(b) pursuant to an exemption from the requirement to file a prospectus with the Commission, shall within ten business days of the completion of the distribution, file a post-distribution statement in respect of the securities distributed with the Commission in such form as the Commission may determine. (2) A post-distribution statement shall be signed by— (a) the chief executive officer or other duly authorised senior officer of the issuer and at least two members of the board of directors of the issuer; or (b) in the case of a government entity or international agency, by the underwriter or designated agent of the government entity or international agency. (3) (Repealed by Act No. 9 of 2014).
PART VII
MARKET CONDUCT AND REGULATION
DIVISION 1—STAMP DUTY
85. Notwithstanding the Stamp Duty Act, no stamp duty
shall be payable in respect of the transfer of any security in accordance with the rules of governance of any registered self-regulatory organisation. DIVISION 2—TRANSACTIONS CONDUCTED OTHER THAN THROUGH A SECURITIES EXCHANGE
86. (1) Where a registrant under section 51(1)(a)
participates in trades in locally distributed securities other than through the facilities of a securities exchange, such a registrant shall keep a record of all trades executed by any person other than through the facilities of a securities exchange and shall file with the Commission a report of the trades in such form as the Commission may determine and within the prescribed period. Exemption from stamp duty. Ch. 76:01. Trades conducted other than through a securities exchange. [9 of 2014 25 of 2020].

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(2) Notwithstanding subsection (1), a registrant is not required to file a report where the registrant, notifies the Commission in writing that the registrant has not participated in trades in locally distributed securities, other than through the facilities of the securities exchange. DIVISION 3—RECORD-KEEPING AND COMPLIANCE REVIEWS
87. (1) Every market actor shall—
(a) make and keep such books, records and other documents in such form and for such periods as— (i) are reasonably necessary in the conduct of its business and operations, including documentation of compliance with this Act and the proper recording of its business transactions, financial affairs and the transactions that it executes on behalf of others; (ii) are required by this Act; (iii) are required by the Proceeds of Crime Act, the Anti-Terrorism Act and the Economic Sanctions Act or Orders made thereunder as they relate to proliferation financing, any other written law in relation to the prevention of money laundering, combating the financing of terrorism, proliferation financing or any other written law that is administered or supervised by the Commission, which may be in force from time to time; and (iv) otherwise prescribed; (b) file with, or deliver to, the Commission any prescribed document, instrument, writing or report; and (c) make available to a person any report referred to in paragraph (b) upon request. Recordkeeping. [12 of 2019]. Ch. 11:27. Ch. 12:07. Ch. 81:05.

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(2) Without limiting the generality of subsection (1), every self-regulatory organisation that is a securities exchange shall keep a record as prescribed of the time at which each transaction on a self-regulatory organisation took place and any other prescribed information and shall supply to a client of a member of the self-regulatory organisation, on production of a written confirmation of a transaction with the member, particulars of the time at which the transaction took place and verification or otherwise of the matters set forth in the written confirmation. (3) On the request of a person who produces a written confirmation of a trade on his behalf through its facilities, a securities market shall furnish to him— (a) forthwith, if the trade was executed within thirty days of the request; and (b) within a reasonable time, if the trade was executed more than thirty days before the request, details of when the trade took place and of any other matter contained in the confirmation of which the securities market acquired knowledge in the ordinary course of its business. (4) Any book, record or other document required to be kept under this Act shall be kept for a period of at least six years or as otherwise prescribed.
88. Every market actor shall deliver to the Commission at
such time as the Commission or any duly authorised member, employee or agent of the Commission may request in the performance of its or his functions under this Act— (a) any of the books, records or documents that are required to be kept by the market actor under this Act or copies or extracts thereof; and (b) any filings, reports or other communications made to any other regulatory agency whether required under this Act or any other written law or copies or extracts thereof. Provision of information to the Commission.

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89. (1) In the performance of the functions of the
Commission under this Act, the chief executive officer or any duly authorised employee or agent of the Commission so authorised in writing by the chief executive officer, shall be permitted to review the books, records or documents of a registrant or self-regulatory organisation for the purpose of— (a) determining whether the provisions of this Act, a declared agreement, the Proceeds of Crime Act, the Anti-Terrorism Act and the Economic Sanctions Act or Orders made thereunder as they relate to proliferation financing, any other written law in relation to the prevention of money laundering, combating the financing of terrorism, proliferation financing or any other written law that is administered or supervised by the Commission are being complied with; and (b) assessing any risk in respect of the registrant or self-regulatory organisation that could prejudice its financial viability or the interests of its clients, members, investors or the securities industry. (2) A person conducting a compliance review under this section shall, on production of his authorisation, be permitted to— (a) enter the business premises of any registrant or self-regulatory organisation during normal business hours upon providing reasonable written notice to such registrant or selfregulatory organisation; (b) inquire into and examine the books, records or documents of the registrant or self-regulatory organisation that are required to be kept under
section 87, and make copies of, or take extracts
from, the books, records or documents; or (c) request any information or explanation as he considers necessary for the due performance of his duties. Compliance reviews. [9 of 2014 12 of 2019]. Ch. 11:27. Ch. 12:07. Ch. 81:05.

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(3) References to books, records, or documents in this
section include all books of account, tangible or intangible
securities or other instruments, cash or cash equivalents, vouchers, sales contracts, minutes of meetings or other records, accounts or data. (4) The Commission may charge a fee as prescribed for a compliance review conducted under this section. (5) A statement made by a person in compliance with a requirement imposed by virtue of this section shall not be used in evidence against him in criminal proceedings.
90. (1) Notwithstanding any other action or remedy
available under this Act, if a compliance review conducted under section 89 or any other review or inspection reveals that a registrant or self-regulatory organisation— (a) is committing, or is about to commit an act or is pursuing or is about to pursue any course of conduct, that is an unsafe or unsound practice in conducting the business of securities; (b) is committing, or is about to commit an act, or is pursuing or is about to pursue a course of conduct, that may directly or indirectly be prejudicial to the interest of investors; (c) is contravening or is about to contravene any of the provisions of this Act or Bye-laws or Guidelines made thereunder or the Proceeds of Crime Act, any other written law in relation to the prevention of money laundering and combating the financing of terrorism, proliferation financing or any other written law that is administered or supervised by the Commission which may be in force from time to time; (d) has breached any requirement or failed to comply with any measure imposed by the Commission in accordance with this Act or Bye-laws or Guidelines made thereunder; and Compliance directions. [9 of 2014 12 of 2019]. Ch. 11:27.

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(e) has breached any requirement or failed to comply with guidelines relating to a declared agreement, the chief executive officer, upon notifying the Chairman, may direct the registrant or self-regulatory organisation within such time as may be specified, to take all such measures as he may consider necessary to remedy the situation or minimise the prejudice. (2) For the purposes of this section, “unsafe or unsound practices” includes without limitation, any action or lack of action that is contrary to generally accepted standards or prudent operation and behaviour, the possible consequences of which, if continued, would be a risk of loss or damage to a registrant or self-regulatory organisation, its investors or the general public. (3) Subject to subsection (6), before a direction is issued, the person to whom the direction is to be issued shall be served with a notice specifying— (a) the facts of the matter; (b) the directions that are intended to be issued; and (c) the time and place at which the person served with the notice may make representations to the chief executive officer. (4) If the person served with the notice referred to in subsection (3) fails to attend at the time and place stipulated by the said notice, the chief executive officer, upon notifying the Chairman, may proceed to issue directions in his absence. (5) Where after considering the representations made in response to the notice referred to in subsection (3), the chief executive officer determines that the matters specified in the notice are established, the chief executive officer, upon notifying the Chairman, may proceed to issue directions to the person served with the notice. (6) Notwithstanding subsection (3), if in the opinion of the chief executive officer, the length of time required for the representations to be made might be prejudicial to investors or to the stability of the securities industry, the chief executive officer

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L.R.O. 1/2026 may, upon notifying the Chairman, make an interim direction with respect to the matters referred to in subsection (1) having effect for a period of not more than twenty business days. (7) A direction made under subsection (6) continues to have effect after the expiration of the twenty-day period referred to in that subsection if no representations are made to the chief executive officer within that period, or if representations have been made, the chief executive officer notifies the person to whom the direction is issued that he is not satisfied that there are sufficient grounds for revoking the direction. (8) A person who fails to take measures directed pursuant to subsection (1) commits an offence and is liable on summary conviction to a fine of five million dollars and to imprisonment for five years. (8A) If a person to whom a direction is issued fails to comply with the said direction the chief executive officer may, in addition to any other action that may be taken under this Act, apply to a Judge in Chambers for an order requiring that person to comply with the direction, cease the contravention or do anything that is required to be done and on such application the Judge may so order and make any other order as he thinks fit. (8B) A decision of the chief executive officer to issue a direction under subsection (1) shall be deemed to be a decision of the Commission. (9) All directions issued under this section shall be referred to as “compliance directions”. DIVISION 4—MARKET MANIPULATION OFFENCES
91. (1) No person shall do anything, take part, carry out, or
cause anything to be done, whether directly or indirectly, in one or more related transactions, with the intention that or being reckless as to whether such transaction has or is likely to have the effect of creating a false or misleading appearance of trading activity on a securities market. False trading and artificial prices in a securities market.

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(2) No person shall do anything, take part in, carry out, or cause anything to be done, whether directly or indirectly, in one or more related transactions, with the intention that or being reckless that such transaction has or is likely to have the effect of creating an artificial price, or maintaining at an artificial level a price, for a security on a securities market. (3) Without limiting the generality of subsections (1) and (2), where a person— (a) enters into or carries out, directly or indirectly, any transaction which purports to be a transaction of sale or purchase of securities that does not involve a change in the beneficial ownership of the securities; (b) offers to sell securities at a price that is substantially the same as the price at which he has made or proposes to make or knows that another person acting jointly or in concert with him has made or proposes to make an offer to purchase the same or substantially the same number of the securities; or (c) offers to purchase securities at a price that is substantially the same as the price at which he has made or proposes to make, or knows that another person acting jointly or in concert with him has made or proposes to make, an offer to sell the same or substantially the same number of the securities, the person is presumed, for the purposes of subsections (1) and (2) to be doing something or causing something to be done, with the intention that, or being reckless as to whether such transaction has, or is likely to have, the effect of creating a false or misleading appearance of trading activity on a securities market, or creating or maintaining at a level that is artificial, a price for a security on a securities market unless the contrary is proven by him.

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92. No person shall—
(a) enter into or carry out, directly or indirectly, any transaction or sale or purchase of securities that does not involve a change in the beneficial ownership of those securities, with the intention that, or being reckless as to whether such transaction has, or is likely to have, the effect of maintaining, increasing, reducing, stabilising, or causing fluctuations in, the price of securities traded on a securities market; or (b) enter into or carry out, directly or indirectly, any fictitious or artificial transaction or device, with the intention that, or being reckless as to whether, such transaction has, or is likely to have, the effect of maintaining, increasing, reducing, stabilising, or causing fluctuations in the price of securities traded on a securities market.
93. No person shall disclose, circulate or disseminate, or
authorise the disclosure, circulation or dissemination of information to induce another person to buy, sell or otherwise trade in securities, whether or not such purchase, sale or trade is with such person, where the information contains a misrepresentation, and the person knows, or is reckless as to whether, the information contains a misrepresentation.
94. A person shall not, directly or indirectly, enter into, carry
out or participate in any transaction in securities of an issuer by itself or in conjunction with any other transaction that the person knows or reasonably ought to know will result in or contribute to a misleading appearance of trading activity in, or an artificial price for, a security.
95. A person shall not, directly or indirectly, in connection
with a trade in securities—
(a) employ any device, scheme or artifice with the intent to defraud or deceive; Price rigging. Dissemination of information containing a misrepresentation. Securities market manipulation. Use of fraudulent or deceptive devices.

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(b) engage in any act, practice or course of business which is fraudulent or deceptive, or would operate as a fraud or deception; or (c) make any untrue statement of a material fact or omit to state a material fact with the intention to mislead.
96. (1) No registrant under section 51(1)(a) or employee of
such a registrant shall effect trades that are excessive in volume or frequency with or for a client in respect of whose trading he is in a position to control or direct. (2) No person who has discretionary authority over, or who is a trustee for an account of another, shall effect or cause to be effected trades that are excessive in volume and frequency for the person whose account he has discretionary authority over or is a trustee for. (3) For the purposes of this section, whether trades are excessive in volume or frequency shall be determined on the basis of such factors as the amount of profits or commissions of the registrant, employee or other person in relation to the size of the account of the client or the pattern of trading in the account, or the needs and objectives of the client as ascertained on reasonable inquiry.
97. (1) The Commission may prescribe standards for
the conduct of a registrant in relation to a client or investor to prevent— (a) a conflict of interest; or (b) any other conduct that would enable a registrant to treat a client or investor unfairly. (2) The Commission may prescribe standards for the conduct of a registrant under section 51(1)(a) and (c) in relation to the custody or lending of any money or security held for a client or investor.
98. (1) A registrant under section 51 shall not
recommend a trade in a security to any client unless— (a) he has reasonable grounds to believe that the recommendation is suitable for the client on the Excessive trading. Standard of conduct for registrants. Restrictions on recommendation. [9 of 2014].

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L.R.O. 1/2026 basis of information furnished by the client after reasonable inquiry as to his investment objectives, investment experience, financial situation and needs, or on any other information known to the registrant; and (b) he discloses in writing to any such person all conflicts of interest or potential conflicts of interest that he has, or may have, in respect of the security or the issuer of the security, including any conflict or potential conflict of interest arising from— (i) his holding of securities of the issuer as beneficial owner; (ii) any compensation arrangement with any person; (iii) his acting as underwriter in any distribution of securities of the issuer in the three years immediately preceding; or (iv) any direct or indirect financial or other interest in the security or the issuer of the security held by the registrant. (2) Where a registrant registered under section 51 publishes a research report which is not prepared for a specific client and which recommends generally a trade in security, that research report— (a) shall contain the information required in subsection (1)(b); and (b) is exempt from the requirement outlined in subsection (1)(a).
99. A person who contravenes section 91, 92, 93, 94, 95, 96
or 98 commits an offence and is liable on summary conviction to a fine of two million dollars and imprisonment for five years. DIVISION 5—INSIDER TRADING
100. (1) No person connected to a reporting issuer shall,
directly or indirectly, buy, sell, or otherwise trade in any securities of such reporting issuer, on a securities market, during Offence. [9 of 2014]. Prohibition on use of material non-public information.

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LAWS OF TRINIDAD AND TOBAGO any time that such person has knowledge or possession of material non-public information, however obtained, until such information has been published. (2) No person connected to a reporting issuer shall, directly or indirectly, counsel, procure or otherwise advise any person to buy, sell, or otherwise trade in any securities of such reporting issuer, on a securities market, during any time that such person has knowledge or possession of material non-public information, however obtained, until such information has been published.
101. A person connected to a reporting issuer shall not,
directly or indirectly, communicate or otherwise disclose any material non-public information to any person until such information has been published, unless in the necessary course of business.
102. A person who contravenes section 100 or 101 commits
an offence and is liable on summary conviction to a fine of ten million dollars and to imprisonment for ten years.
103. No transaction is—
(a) void; or
(b) voidable by the person who has knowledge or possession of material non-public information, by reason only that it was entered into in contravention of
section 100 or 10.
104. (1) Sections 100 and 101 do not prohibit a person by
reason of his having knowledge or possession of any material non-public information from— (a) entering into a transaction in the course of the exercise in good faith of his functions as liquidator, receiver, receiver-manager or trustee in bankruptcy; or (b) acquiring securities through any employee profitsharing plans or employee stock ownership plan Prohibition on the disclosure of material non-public information. Offence. [9 of 2014]. Transaction not void or voidable. Exceptions to sections 100 and 101. [9 of 2014].

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L.R.O. 1/2026 established to provide for the ownership of such securities by all employees where— (i) the participation of the person in such plan is established prior to the time that the person acquired knowledge or possession of the material non-public information; or (ii) the plan provides for the automatic acquisition of securities by participants in such plan. (2) A person is not, by reason only of his having knowledge or possession of material non-public information relating to any particular transaction, prohibited by section 100 or 101— (a) from buying or selling or participating in any transaction on any securities market; or (b) from doing any other thing in relation to securities which he is prohibited from buying or selling or causing to be traded on any securities market, if he does that thing only in order to facilitate the completion or carrying out of a transaction that was agreed to before the time that the person acquired knowledge or possession of the material non-public information and the transaction is completed on the same terms. (3) An entity who buys, sells or otherwise trades in securities of a reporting issuer with knowledge or possession of material non-public information that has not been published is exempt from section 100(1), where the entity proves that— (a) no senior officer, partner, employee or agent of the entity that made or participated in making the decision to buy, sell or otherwise trade the securities of the reporting issuer had knowledge of the material non-public information; and (b) no investment advice was given with respect to the purchase, sale or other trade of the securities to the senior officer, partner, employee or agent

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LAWS OF TRINIDAD AND TOBAGO of the entity who made or participated in making the decision to buy, sell or otherwise trade the securities by a senior officer, partner, employee or agent of the entity who had knowledge of the material non-public information, provided that this exemption is not available to an individual who had knowledge of the material non-public information. (4) In determining whether an entity has met the requirements under subsection (3), it shall be relevant whether and to what extent the entity has implemented and maintained reasonable policies and procedures to prevent contraventions of
section 100 by persons making or influencing investment
decisions on its behalf, and to prevent transmission of material non-public information contrary to section 101.
105. Where a person is accused of an offence under
section 100 or 101, it shall not be a defence to the charge that
the material non-public information in respect of which the accusation has been made came to his knowledge or possession without having been solicited by him or that he made no effort to procure the acquisition of such information.
106. In this Part—
(a) a person who trades in a security at a time when he has knowledge or possession of material non-public information is presumed to have traded in the security as a result of his knowledge or possession of the material non-public information unless the contrary is proven by him; and (b) an entity is deemed to have knowledge or possession of material non-public information at and from the time such material non-public information comes to the knowledge or possession of any senior officer, partner, employee or agent of such entity. Defence not available. Presumptions.

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DIVISION 6—MARKET PRACTICES
107. (1) A broker-dealer shall establish and keep one or
more trust accounts or such other accounts as the Commission may determine into which it shall, upon receipt pay— (a) all amounts, less any commission and other proper charges, that are received from or on account of any person, other than another broker-dealer, for the purchase of securities; and (b) all amounts, less any commission and other proper charges, that are received on account of any person, other than a broker-dealer, from the sale of securities and not paid to that person or as that person directs. (2) No money shall be withdrawn from an account established under subsection (1), except for the purpose of making a payment on behalf of or to the person lawfully entitled thereto or for any other purpose duly authorised by law. (3) Nothing in this section shall be construed as affecting in any way any lawful claim or lien which any person may have against or upon any monies held in an account established under subsection (1), or against or upon any monies received for the purchase of securities, or from the sale of securities, before such monies are paid into such account. (4) A broker-dealer that contravenes this section commits an offence and is liable on conviction on indictment to a fine of five hundred thousand dollars and to imprisonment for two years.
108. (1) Where securities of an issuer are registered in the
name of, but not beneficially owned by, a registrant registered under section 51(1) or his nominee, the registrant registered under section 51(1) or his nominee shall send to the beneficial owner of the securities a copy of any document sent to him as registered security holder forthwith after receipt thereof, unless the beneficial owner instructs him in writing that the document need not be sent. Client accounts. [9 of 2014]. Registrant to send documents to beneficial owner. [9 of 2014].

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(2) A person who sends a document to registered security holders pursuant to this Act shall furnish to a registrant registered under section 51(1) or his nominee forthwith upon request, sufficient copies of the document to enable him to comply with subsection (1) and the registrant registered under
section 51(1) or his nominee shall pay or reimburse the person
the reasonable costs of doing so.
109. (1) Subject to subsection (2), a broker-dealer who trades
in any security with or for a client shall send to that client within two business days after the completion of the trade, a written confirmation of the trade containing the prescribed information. (2) The Commission may determine that a broker-dealer who provides a service of a continuous nature may send, instead of a confirmation as referred to in subsection (1), a periodic statement at the end of each three-month period or at such other shorter period and containing such information as may be prescribed. (3) A broker-dealer satisfies the obligation under subsection (1) or (2) by sending the confirmation or statement to its client by— (a) way of compact disc or other external memory device addressed to the latest known address as shown on the securities register; or (b) electronic mail, where the client has given written consent for delivery in such a format. (4) Notwithstanding subsection (3), a client of a brokerdealer may make a written request for a hard copy of any confirmation or periodic statement and the broker-dealer shall, as soon as practicable, send such statement to the latest known address of the client.
110. A broker-dealer shall on the request of the Commission
forthwith but in any event no later than seven business days from the date of the request disclose to the Commission the name of a person with or through whom the security was traded. Confirmation to be sent to client. [9 of 2014]. Notification to Commission.

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111. (1) In this section, “residence” includes a building or
part of a building in which the occupant resides permanently or
temporarily and any appurtenant premises.
(2) No person shall—
(a) attend at any residence without being invited by an occupant of the residence; or (b) make an unsolicited communication to any residence including by telephone, facsimile or mail delivered to the residential address, within Trinidad and Tobago for the purpose of trading in a security, or providing investment advice. (3) Subsection (2) shall not apply where the person attends at or communicates to any residence— (a) of a close friend, a business associate or a client with whom or on whose behalf the person attending or communicating has been in the habit of trading securities; or (b) of a person who has received a copy of a prospectus for which a receipt has been obtained under this Act and who has requested that information respecting a security offered in that prospectus be furnished to him by the person attending at or communicating to the residence.
112. (1) The Commission may require a registrant to send to
it a copy of each advertisement that he proposes to use in connection with a trade in a security at least seven business days before it is used, if the Commission reasonably believes that the past conduct of the registrant in connection with such advertisements makes such review by it necessary for the protection of investors. (2) The Commission may require that the use of an advertisement sent to it pursuant to subsection (1) be prohibited or require that the advertisement be altered before it is used if the Commission is of the view that the advertisement is likely to mislead the public. Restriction on trading at residence. Control of advertisement. [9 of 2014].

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(3) In this section, “advertisement” includes any material designed to make a sales presentation to a purchaser whether or not it is published or presented to a purchaser but does not include a prospectus.
113. A person who places an order with a broker-dealer to sell
a security that he does not beneficially own or, if acting as agent, that he knows his principal does not beneficially own, shall, when he places the order, declare that he or his principal, as the case may be, does not beneficially own the security.
114. (1) A person who places an order for the sale of a
security through a broker-dealer acting on his behalf and who— (a) does not beneficially own the security; or (b) if he is acting as agent knows his principal does not own the security, shall, at the time of placing the order to sell, declare to the broker-dealer that he or his principal, as the case may be, does not beneficially own the security, and that fact shall be published by the broker-dealer in the written confirmation of sale. (2) For the purposes of subsection (1), a security which is not owned by a person includes, but is not limited to, a security that— (a) has been borrowed by that person; or (b) is subject to any restriction on its sale.
115. A registrant shall not use the name of, or hold himself
out as, another registrant on letterheads, forms, advertisements or signs, on correspondence or otherwise, unless he is a partner, senior officer or agent of, or is authorised in writing by, the other registrant.
116. (1) A person shall not knowingly or recklessly represent
that he or any other person is registered in any capacity under this Act unless— (a) the representation is true; and Seller of security to declare nonownership. Declaration as to short position. Prohibition on use of name of another registrant. Representation as to registration. [9 of 2014].

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(b) in making the representation, he specifies his or the other person’s category of registration under this Act. (2) A person who is not registered under this Act shall not, directly or indirectly, hold himself out as being registered. (3) A person who contravenes subsection (1) or (2) commits an offence and is liable on summary conviction in the case of a company, to a fine of ten million dollars and in the case of an individual, to a fine of ten million dollars and to imprisonment for ten years.
117. (1) Subject to subsection (2), a person shall not
represent, orally or in writing, that the Commission or a person authorised by the Commission, has in any way approved or endorsed the financial standing, fitness or conduct of any person or evaluated the merits of any security or issuer. (2) Subsection (1) shall not be construed as preventing a person who is duly registered under this Act from holding himself out as being so registered.
PART VIII
SIMPLIFIED CLEARING FACILITIES
118. Notwithstanding any other written law, this Part shall have
effect in relation to securities registered with the Commission.
119. In this Part—
“interested person” means a person who has an interest in a security in an account of a participant in a clearing agency; “in writing” includes production in machine readable form; “pledge” means a contractual interest in a security that is delivered to, retained by, or deemed to be in the possession of, a creditor to secure payment of a debt or other obligation and includes a mortgage and pledge of a security; “registered owner” means a person who is shown on the securities register of an issuer as the owner of a security or security certificate issued by it; and Approval of Commission not to be advertised. Application of
Part.
Definitions.

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“security certificate” means an instrument issued by, or on behalf of an issuer that is evidence of a security.
120. (1) On the issue of a security, an issuer may deliver a
security certificate directly to a clearing agency as registered owner of the security if— (a) the issuer has written authorisation signed by, or on behalf of the beneficial owner; and (b) the delivery of the certificate is evidenced by a written confirmation signed by the clearing agency and sent at once by the issuer to the beneficial owner or his agent. (2) On the issue of a security, an issuer may, instead of delivering a security certificate, issue a security to a clearing agency as registered owner by means of record entries if— (a) the issuer has written authorisation signed by or on behalf of the beneficial owner of the security; (b) the issue is further evidenced by a written confirmation executed by the clearing agency and sent at once by the issuer to the beneficial owner of the security or his agent; and (c) the issue is recorded at once in the securities register of the issuer and the records of the clearing agency. (3) The requirement to obtain the written authorisation of a beneficial owner required by subsection (1)(a) or (2)(a) is satisfied if the beneficial owner acknowledges in any agreement or document entered into with a registrant registered under
section 51(1), participant or clearing agency, that securities
owned by the beneficial owner may be kept by means of record entries with a clearing agency, whether entered into before or after the issue of a security contemplated in this section. (4) A written confirmation referred to in subsection (1)(b) or (2)(b) is, in the absence of evidence to the contrary, proof that the person named in the confirmation is the beneficial owner of the securities described therein. Use of clearing agency as registered owner of security. [9 of 2014].

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121. (1) Immediately after receipt of a security certificate
from a participant, a clearing agency shall deliver the certificate to the issuer and request the transfer of the securities evidenced by the certificate to the clearing agency. (2) Where a clearing agency presents a security certificate in proper form to an issuer and requests a transfer to it of the securities evidenced by the certificate, the issuer shall, if it has a duty to register the transfer, immediately enter the transfer in its securities register and deliver to the clearing agency a security certificate representing the securities and showing the clearing agency as registered owner. (3) An issuer may, instead of issuing a security certificate under subsection (2), transfer a security to a clearing agency as the registered owner by means of record entries if— (a) the issuer has written authorisation signed by or on behalf of the beneficial owner of the security; (b) the transfer is further evidenced by a written confirmation executed by the clearing agency and sent at once by the issuer to the beneficial owner of the security or his agent; and (c) the transfer is recorded at once by the issuer in the securities register of the issuer and the records of the clearing agency. (4) The requirement to obtain the written authorisation of a beneficial owner required by subsection (3)(a) is satisfied if the beneficial owner acknowledges in any agreement or document entered into with a registrant registered under section 51(1), participant or clearing agency, that securities owned by the beneficial owner may be kept by means of record entries with a clearing agency, whether entered into before or after the issue of a security contemplated in this section. (5) A written confirmation referred to in subsection (3)(b) is, in the absence of evidence to the contrary, proof that the person named in the confirmation is the beneficial owner of the securities described therein. Transfer of securities through clearing agency. [9 of 2014].

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122. (1) On receipt of instructions in writing from a
participant and, if the account of the participant is blocked, from the person who exercises control over it, a clearing agency shall in accordance with those instructions, effect a transfer of a security or any interest therein from the participant to another participant by making an entry in its records. (2) Where— (a) a security shown in the records of a clearing agency is evidenced by a security certificate identifying the clearing agency as the registered owner and that security certificate is in the custody of the clearing agency; or (b) the clearing agency is the registered owner of the security by means of record entries contemplated by section 120(2) or 121(3), then, on receipt of instructions in writing from a participant and, if the account of the participant is blocked, from the person who exercises control over it, a clearing agency shall in accordance with those instructions, effect a transfer of a security or any interest therein from one beneficial owner to another beneficial owner by making an appropriate entry in its records in addition to any other method permitted by law, and such transfer shall have the effect of transferring all rights, title and interest in such security to the beneficial owner.
123. (1) A clearing agency shall establish a procedure
whereby it or an interested person may exercise control over an account of the participant in the clearing agency where— (a) the interested person is, in relation to a security in the account of the participant, a beneficial owner, a pledgee, or a judgment creditor of the beneficial owner; or (b) a security in the account of the participant is subject to a lien in favour of its issuer or to a restriction or constraint on its transfer. Transfer by record entry participants. Blocked account.

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(2) Subject to section 132(3), a clearing agency shall not transfer, deliver or otherwise deal with a security in a blocked account without instructions in writing from the person who exercises control over it.
124. (1) On receipt of instructions in writing from a
participant and, if the account of the participant is blocked, from the person who exercises control over it, a clearing agency shall, in accordance with the instructions, effect a transfer by way of pledge of a security from the participant to a pledgee by making an entry in its records to block an account in the name of the participant in favour of the pledgee for the amount of the debt or other obligation or the number of securities pledged. (2) On receipt of instructions in writing from a pledgee in whose favour an account is blocked under subsection (1) stating that he is entitled to realise the securities in the blocked account, a clearing agency shall, in accordance with the instructions, transfer the securities unless— (a) it knows that the pledgee is not entitled to realise the securities; or (b) its procedure established pursuant to section 123 specifies otherwise. (3) A clearing agency is not liable for any loss resulting from compliance with the instructions of a pledgee under subsection (2) unless the clearing agency knows before the transfer that the pledgee is not entitled to the securities.
125. On receipt of instructions in writing from a participant
and a beneficial owner of a security, a clearing agency shall, in accordance with the instructions, make an entry in its records to block an account in the name of the participant in favour of the beneficial owner or in favour of a person who acts on his behalf.
126. (1) A clearing agency may refuse to open an account in
respect of a security that is subject to— (a) a lien in favour of its issuer; or Effecting pledge by record entry. Effecting blocked account by record entry. Security subject to restriction.

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(b) a restriction or constraint on its transfer, whether statutory or otherwise. (2) A clearing agency may, with respect to a security referred to in subsection (1), make an entry in its records to block an account in the name of a participant in favour of the clearing agency or an interested person.
127. (1) On the application of a creditor who has a judgment
against a beneficial owner of a security held by a clearing agency, the Court may order the clearing agency to make an entry in its records to block an account in the name of the beneficial owner or his agent in favour of the judgment creditor for the amount or number of securities mentioned in the order. (2) On receipt of an order of, or instructions in writing from the Court or an officer thereof stating that a judgment creditor in whose favour an account is blocked under subsection (1) is entitled to realise a security in the blocked account, a clearing agency shall transfer the security in accordance with the order or instructions. (3) On the application of a person who in an action or an application under section 134 claims to be entitled to a security held for a beneficial owner in a clearing agency, the Court may order the clearing agency to make an entry in its records to block the account in the name of the beneficial owner or his agent in favour of the claimant for the amount or number of securities mentioned in the order. (4) A clearing agency is not liable for any loss resulting from compliance with an order or instructions received under subsections (1) to (3).
128. A participant has no right to pledge, transfer or otherwise
deal with a security held by a clearing agency except through the facilities of the clearing agency.
129. (1) On the receipt of a demand in writing from a
participant for whom a security is held, other than in securities held in a blocked account, for withdrawal of that security, Blocking account by Court order. Limitation on rights of participants. Withdrawal of security.

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L.R.O. 1/2026 a clearing agency shall, within a reasonable time, subject to any proceedings under section 134, obtain and deliver to the participant a security certificate in his name or a name designated by him evidencing the security. (2) On receipt of instructions in writing from a clearing agency that is the registered owner of securities to deliver a security certificate to it, the issuer of the security shall immediately deliver the certificate to the clearing agency in accordance with its instructions.
130. (1) Where a clearing agency is the registered owner of
a class of securities of an issuer that proposes to close its securities register or fix a record date in respect of the class for the purpose of determining security holders entitled— (a) to receive notice of, or to vote at, a meeting of security holders; (b) to receive payment of a dividend or interest; or (c) to participate in a liquidation distribution, or for any other purpose, the issuer shall give the clearing agency notice of its intention to close its securities register or fix a record date. (2) The notice referred to in subsection (1) shall request from the clearing agency a list of the names of the participants and beneficial owners for whom the clearing agency and the participants hold securities of the class mentioned in that subsection made up as of the date on which it proposes to close its register or fix a record date. (3) On receipt of a demand in writing from an issuer for a list of the names of participants and beneficial owners for whom it and the participants hold securities of a class issued by the issuer, a clearing agency shall within ten business days provide the issuer with a list setting out— (a) the names and addresses of; and (b) the number or amount of securities of the class held for, each such participant and beneficial owner made up as of the date specified in the demand. Issuer’s duty to request list of participants and beneficial owners.

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(4) On receipt of a demand from an issuer under subsection (3), a clearing agency shall send notice of the demand to each participant. (5) A participant that receives a notice sent pursuant to subsection (4) shall within five business days— (a) furnish to the clearing agency a list containing the names and addresses of all beneficial owners for whom the participant holds the securities and the number or amount of securities of the class so held; and (b) instruct the clearing agency to furnish the list to the issuer. (6) Where a participant receives a notice sent pursuant to subsection (4), but does not provide a clearing agency or the issuer with a list of all the beneficial owners for whom it holds securities referred to in the notice, the participant shall at its own expense obtain from the issuer and send to each beneficial owner, who is not included in the list and who has not instructed it otherwise in writing, any dividend or interest or any document that the issuer wishes to send to its security holders. (7) A clearing agency that receives lists of participants and beneficial owners under subsection (5) shall, before it furnishes the lists to the issuer, consolidate them into one list in a form that does not disclose any connection between a beneficial owner and a participant, and the clearing agency may charge participants a reasonable fee for the consolidation. (8) A clearing agency shall treat as confidential any information it receives under subsection (5) concerning the beneficial ownership of securities. (9) After receipt of a demand in writing from an issuer that has received a list of participants and beneficial owners under subsection (3), a clearing agency shall provide the issuer with a current list made up as of a date subsequent to the demand showing any change in respect of the securities held for any participant or beneficial owner since the date as of which the list under subsection (3) was made up.

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(10) An issuer is entitled to obtain free of charge from a clearing agency in any one calendar year four lists of participants and beneficial owners under subsection (3) with respect to each class of securities held by the clearing agency, and the issuer shall pay the clearing agency a reasonable amount for— (a) any additional cost attributable to a demand for a list made after the date when the issuer closed its securities register or fixed a record date; or (b) any additional list. (11) An issuer is entitled to presume that a person named in a list obtained under this section is the beneficial owner of the securities of the issuer referred to in the list.
131. After submitting a request in writing to a clearing
agency, a beneficial owner of a security of an issuer and the beneficial owner’s agent may during usual business hours, examine a list delivered to an issuer under section 130(9) that relates to any securities of the issuer held by it and may also make extracts therefrom without charge, and any other person may do so upon payment of a reasonable fee.
132. (1) Subject to subsection (3), an incorrect entry made in
the records of a clearing agency in connection with a transfer or pledge of a security by reason of its error has the same effect as a correct entry. (2) Subject to subsection (3), a clearing agency is liable to compensate a person who incurs a loss as a result of an incorrect entry made in its records by reason of its error. (3) Where a clearing agency by reason of its error makes an incorrect entry in its records transferring a particular class of security to a participant’s account, the clearing agency may, to the extent that there are securities of that class in the account, correct the entry in whole or in part without the participant’s consent.
133. (1) Where a clearing agency is unable to effect a pledge
or transfer of a security on its records because of an extraordinary event beyond its reasonable control, it is not liable Access to clearing agency records. Incorrect entry by clearing agency. Liability in extraordinary circumstances.

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LAWS OF TRINIDAD AND TOBAGO to compensate a person who incurs a loss as a result of a delay in effecting the pledge or transfer. (2) For the purposes of this section, an extraordinary event shall include, but not be limited to acts of God (including fire, explosion, flood, earthquake, tidal wave, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, riot, commotion, strike, go-slow, lockout or other industrial action leading to disorder.
134. (1) Where an entry is alleged to have been
incorrectly made or retained in, or omitted or deleted from, the records of a clearing agency, other than in the circumstance outlined in section 132(3), the clearing agency or an interested person may apply to the Court for an order that the records be rectified. (2) On an application under subsection (1), the Court may make any order it thinks fit including an order— (a) determining who is an interested person and the notice to be given to such a person; (b) dispensing with notice to any person; (c) determining the right of a party to the proceedings to have his name entered or retained in, or deleted or omitted from the records of, a clearing agency; (d) directing that the records of a clearing agency be rectified; (e) directing that a clearing agency make an entry in its records to block an account; or (f) compensating any person.
135. (1) A clearing agency may hold securities issued by the
Central Bank of Trinidad and Tobago, a financial institution or a collective investment scheme that is authorised under the law applicable to it to deliver or transfer any securities held by it into custody of a clearing agency. Application to Court to rectify records. Participation by financial institutions. [9 of 2014].

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(2) The Commission may prescribe that a corporation incorporated by or under an Act of Parliament may deliver or transfer any securities held by it into the custody of a clearing agency. (3) The Commission may make an order approving any aspect of the operating system of a clearing agency that is not consistent with this Part.
PART IX
REPORTING BY PERSONS CONNECTED WITH ISSUERS
136. (1) A person who is connected to a reporting issuer as a
result of section 4(3)(a) or (c) shall, within five business days of the day that he becomes connected to the reporting issuer, file a report in such form as the Commission may determine with the Commission disclosing any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer by him. (2) A person— (a) who is connected to a reporting issuer as a result of section 4(3)(a) or (c); and (b) whose direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer by him changes, shall within five business days from the day on which the change takes place, file in such form as the Commission may determine, a report of direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer by him as of the day on which the change took place. (3) No person to whom this section applies shall transfer or cause to be transferred any securities of the reporting issuer to which he is connected into the name of an agent, nominee or custodian, other than a clearing agency, without filing with the Commission a report in such form as the Commission may determine of such transfer except for a transfer for the purpose of giving collateral for a genuine debt. Reports by certain connected persons. [9 of 2014 25 of 2020].

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Requirements re: Beneficial
Ownership
Information.
[1 of 2024
15 of 2024].
(4) Notwithstanding subsection (1), a person is not required to file a report under this section where the person does not beneficially own, or exercise control or direction over, any securities of the reporting issuer and within five days of the day that said person becomes connected to the reporting issuer, notifies the Commission in writing that he does not beneficially own, or exercise control or direction over, any securities of the reporting issuer. (5) For the purposes of this section, a person has beneficial ownership of, or control or direction over, securities of a reporting issuer including— (a) securities which are third-party derivative securities related to the reporting issuer; (b) securities that are convertible or exchangeable for securities of a reporting issuer, whether or not on condition; or (c) rights to acquire or to subscribe for, or otherwise receive securities of a reporting issuer, whether or not such securities are securities issued by the reporting issuer. (6) Any person who files a report with the Commission under this section shall forthwith thereafter deliver a copy of the report that he has filed with the Commission under this section to the reporting issuer. 136A. (1) Every reporting entity shall establish and maintain a register of their beneficial owners as defined in section 4 and such register must contain beneficial ownership information including— (a) complete name, which shall include the surname, given name, middle name and name extension (for example, JR., SR., III); (b) latest known residential address; (c) date of birth; (d) nationality; (e) contact details;

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(f) percentage of ownership, if applicable; (g) date on which any person starts and ceases to be a beneficial owner; (ga) the reason why he is to be considered the beneficial owner; and (h) any other information as may be prescribed by the Commission. (2) For the purposes of subsection (1), a reporting entity shall take reasonable steps to ascertain, obtain and verify all required information pertaining to its beneficial owners and ensure that such information remains current. (3) A reporting entity shall not remove beneficial ownership information from its register for a period of six years after— (a) a person ceases to be a beneficial owner; or (b) the dissolution of the entity. (4) For the purpose of identifying individuals who are beneficial owners under subsection (1), a reporting entity shall take all reasonable steps to ascertain the information received under
section 137 as a defence for a contravention under subsection (2),
including when the reporting entity has reason to believe that such information is misleading or false. (5) A reporting entity shall be required to provide beneficial ownership information to the Commission annually, within twenty-one days of the end of the financial year of the reporting entity in a manner and form approved by the Commission. (6) The reporting entity shall notify the Commission, in writing, of any changes in the submitted beneficial ownership information under subsection (5) as they arise and in any event within thirty days after such change occurred or became effective or such other period as the Minister may by Order approve. (7) The Commission shall establish and maintain a record of the submitted beneficial ownership information in a Register of Beneficial Ownership.

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(8) The Commission shall update the Register of Beneficial Ownership immediately after notification of any changes under subsection (6). (9) The Commission shall adopt measures regularly, verify the beneficial ownership information provided to the Commission through an on-site inspection of the register and other books and records of the reporting entity or through other means available.
137. (1) A reporting issuer or reporting entity shall, by notice
in writing, for the purpose of complying with section 136A or where otherwise required under the Act, require any holder of its securities within such reasonable time as is specified in the notice being not less than ten days— (a) to indicate in writing the capacity in which he holds any securities of the reporting issuer; and (b) where he holds them otherwise than as beneficial owner, to indicate in writing so far as it lies within his knowledge, the person who has an interest in them, either by name and address or by other particulars sufficient to enable that person to be identified, and the nature of that person’s interest. (2) Where a reporting issuer or reporting entity is informed in pursuance of a notice given to any person under subsection (1) or paragraph (b) of this subsection, that any other person has an interest in any securities of the reporting issuer or reporting entity, the reporting issuer shall, by notice in writing, require that other person within such reasonable time as specified in the notice being not less than ten days— (a) to indicate in writing the capacity in which he holds that interest; and (b) where he holds that interest otherwise than as beneficial owner, to indicate in writing so far as it lies within his knowledge, the person who has an interest in it, either by name and address or by other particulars sufficient to enable him to be identified, and the nature of that person’s interest. Disclosure of beneficial interest in share capital. [1 of 2024].

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(3) Any reporting issuer or reporting entity shall, by notice in writing, require any holder of its securities to indicate in writing, within such reasonable time as is specified in the notice being not less than ten days, whether any of the voting rights carried by any securities of the issuer held by him are the subject of an agreement or arrangement under which another person is entitled to control his exercise of those rights and, if so, to give so far as it lies within his knowledge, written particulars of the agreement or arrangement and the parties to it. (4) Where a reporting issuer or reporting entity is informed in pursuance of a notice given to any person under subsection (3) or this subsection that any other person is a party to such agreement or arrangement as is mentioned in subsection (3), the reporting issuer or reporting entity shall, by notice in writing, require that other person within such reasonable time as is specified in the notice being not less than ten days, to give so far as it lies within his knowledge, written particulars of the agreement or arrangement and the parties to it. (5) Whenever a reporting issuer or reporting entity receives information from a person in pursuance of a requirement imposed on him under this section, it shall keep a record of— (a) the fact that the requirement was imposed and the date on which it was imposed; and (b) the information received in pursuance of the requirement. (6) The Commission may request that a reporting issuer or reporting entity deliver to it a copy of the record kept by the reporting issuer or reporting entity under subsection (5).
138. Any person who contravenes section 136(1), 136(2),
136(3), 136A(1), 136A(2), 136A(3), 136A(5) or 136A(6) or who, in purporting to comply with section 136(1), 136(2), 136(3) or 136A(1), 136A(2), 136A(3), 136A(5) or 136A(6), makes a statement or files a report which he knows to be false, or recklessly makes a statement or files a report which is false, or knowingly or recklessly fails to supply any particulars which he Offences. [9 of 2014 1 of 2024].

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PART X
CIVIL LIABILITY
139. (1) Subject to this section, a purchaser who purchases a
security distributed under a prospectus has a right of action for damages against each of the following persons for any loss or damage sustained by him by reason of any misrepresentation in the prospectus and each such person shall be liable for any such loss or damage, namely:
(a) the issuer or the selling security holder on whose behalf the distribution is made; (b) a person who is a director of the issuer at the date of the filing of the prospectus; (c) a person who authorised or caused himself to be named, and is named, in the prospectus as a director or as having agreed to become a director, either immediately preceding the date of filing of the prospectus or after an interval of time thereafter; (d) where the issuer is not a reporting issuer prior to the distribution, any person who was a promoter of the issuer within the twenty-four month period immediately preceding the date of filing of the prospectus; (e) a person whose consent has been filed as required by section 78 but only with respect to misrepresentations in a prospectus derived from, or based on, reports, opinions, valuations or statements that have been made by such person; and (f) any other person who signed a certificate in the prospectus other than a person referred to in paragraphs (a) to (e) of this subsection. Liability for misrepresentation in prospectus, damages. [9 of 2014].

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(2) No person, other than the issuer or the selling security holder on whose behalf the distribution is made, is liable under subsection (1) if— (a) having consented to become a director of the issuer, he withdrew his consent before the filing of the prospectus and the prospectus was filed without his authority or consent; (b) when the prospectus was filed without his knowledge or consent, he gave reasonable public notice of that fact forthwith after becoming aware of it; (c) after the filing of the prospectus and before the sale of securities under it, he became aware of a misrepresentation and withdrew his consent, and gave reasonable public notice of the withdrawal of the consent and the reasons for it; or (d) as regards every misrepresentation, not purporting to be made on the authority of an expert or a public official document or statement, he had conducted such reasonable investigation as to provide reasonable grounds to believe and did believe, up to the time of the distribution of the securities, that the prospectus did not contain a misrepresentation. (3) No person is liable under subsection (1)— (a) where, as regards a misrepresentation in a prospectus made by an expert or based on a report, opinion, valuation, or statement made or prepared by an expert— (i) the misrepresentation fairly represented and was a correct and fair copy of, or extract from, the report, opinion, valuation or statement of the expert; and (ii) that person had reasonable grounds to believe and did believe, up to the time of the filing of the prospectus, that the

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LAWS OF TRINIDAD AND TOBAGO expert making the statement or preparing the report, opinion or valuation was competent to make it, had given his consent as required under section 78 and had not withdrawn that consent before delivery of a copy of the prospectus for filing, nor had the expert, to the knowledge of the person, withdrawn that consent before the sale of any securities under the prospectus; (b) if the purchaser bringing the action knew of the misrepresentation at the time of the purchase; or (c) if, as regards a misrepresentation purporting to be a statement made by a public official or contained in what purports to be a copy of, or extract from, a public official document, the misrepresentation was a correct and fair representation of the statement or a copy of, or extract from, the document. (4) The liability of all persons referred to in subsection (1) is joint and several as between themselves with respect to the same cause of action. (5) A person who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person who is jointly and severally liable under this section to make the same payment in the same cause of action unless, in all the circumstances of the case, the Court is satisfied that it would not be just and equitable. (6) Notwithstanding subsections (4) and (5), no underwriter is liable for more than the portion of the total public offering price represented by the distribution of securities underwritten, sold by, or to the underwriter. (7) In this section, a purchaser who purchases a security distributed under a prospectus shall be deemed to have relied on the prospectus at the time of making the purchase.

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140. (1) Subject to this section, a purchaser who
purchases a security distributed under a prospectus has a right of action against the issuer or the underwriter that has sold securities to such purchaser under such prospectus for the rescission of the sale and the repayment to such purchaser of the price that has been paid in respect of the security if the prospectus contained a misrepresentation, provided that if the purchaser elects to exercise a right of action for rescission against the issuer or underwriter under this section, such purchaser shall have no right of action for damages against such issuer or underwriter under section 139. (2) In an action brought under this section or section 139, the purchaser bringing such action need not prove that he was in fact influenced by the misrepresentation or that he relied on the misrepresentation in purchasing the security. (3) No person shall be liable under subsection (1) if the purchaser bringing the action knew of the misrepresentation at the time of the purchase. (4) This section applies to securities sold under a prospectus that offers them for subscription in consideration of the transfer or surrender of other securities, whether with or without the payment of cash by, or to the issuer, as though the issue price of the securities offered for subscription were the fair value, as ascertained by the Court, of the securities to be transferred or surrendered, plus the amount of cash, if any, to be paid by the issuer.
141. (1) Subject to this section, where an offering document,
other than a prospectus, contains a misrepresentation, a purchaser who purchased a security in reliance on the offering document has a right of action for damages against the issuer and the selling security holder on whose behalf the distribution is made. (2) For the purposes of this section, “offering document” means any document purporting to describe the business and affairs of an issuer which has been prepared Action by purchasers for rescission for misrepresentation in a prospectus. Liability for misrepresentation in other offering document.

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LAWS OF TRINIDAD AND TOBAGO primarily for delivery to and review by a prospective purchaser so as to assist such purchaser in making an investment decision, but does not include a prospectus or general advertisement. (3) In this section, a purchaser who receives an offering document whether prior to or following the purchase of a security shall be deemed to have relied on the offering document in making his investment decision.
142. (1) Subject to this section, a purchaser of a security has—
(a) a right of action for damages against the seller and such seller shall be liable for any losses or damages sustained; or (b) a right of action for rescission against the seller for rescission of the transaction, where the seller has made the sale to the purchaser contrary to
section 100.
(2) Subject to this section, a seller of a security has— (a) a right of action for damages against the purchaser and such purchaser shall be liable for any losses or damages sustained; or (b) a right of action for rescission against the purchaser for rescission of the transaction, where the purchaser has made the purchase from the seller contrary to section 100. (3) A person may bring an action under subsection (1) or (2) in respect of a contravention referred to in subsection (1) or (2) even though the person against whom the action is brought has not been charged with or convicted of an offence by reason of the contravention. (4) Every person who is a director, senior officer or employee of a reporting issuer that trades contrary to section 100 is accountable to the reporting issuer for any benefit or advantage received or receivable by the person or company as a result of the contravention of section 100, unless the person proves that he reasonably believed that the material non-public information had been published. Civil liability for trading contrary to
section 100.

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(5) No person shall be liable under this section if the person bringing the action violated section 100 in respect of the trade that is the subject of the action.
143. (1) Subject to this section—
(a) a person who contravenes section 91, 92, 93, 94, 95, 96 or 98, whether or not he also incurs any other liability, shall be liable to pay compensation by way of damages to any other person for any loss sustained by the other person as a result of the contravention, whether or not the loss arises from the other person having entered into a transaction or trading at a price affected by the contravention; and (b) each person who sustained a loss as a result of the contravention by a person of section 91, 92, 93, 94, 95, 96 or 98, whether or not the loss arises from the other person having entered into a transaction or trading at a price affected by the contravention, has a right of action under paragraph (a) against the contravening person. (2) A person may bring an action under subsection (1) in respect of a contravention set forth in subsection (1)(a) even though the person against whom the action is brought has not been charged with or convicted of an offence by reason of the contravention.
144. (1) The Commission may apply to a judge of the High
Court for leave to bring an action under this Part in the name and on behalf of an issuer or security holder and the judge may grant leave on any terms that he considers proper if the judge is satisfied that— (a) the Commission has reasonable grounds for believing that a cause of action exists under this Part; (b) the issuer or security holder has failed or is unable to commence an action; and Civil liability for market misconduct offences. Commission may seek leave to appear or intervene in an action.

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(c) the Commission has given sixty days written notice to the issuer or security holder who has refused or failed to commence an action. (2) The Commission may apply to a judge of the High Court for leave to appear or intervene in an action under this
Part and the judge may grant leave on such terms as he considers
appropriate.
(3) The Commission may publish a summary of the terms of any settlement of an action commenced or intervened in by it in a regular periodical published by it, or in two daily newspapers of general circulation in Trinidad and Tobago.
145. The right of action for damages conferred by this Part
shall not be in derogation of any other right a person may have.
PART XI
GENERAL PROVISIONS AND ENFORCEMENT DIVISION 1—GUIDELINES AND BYE-LAWS
146. (1) The Commission may, in consultation with the
Minister, issue Guidelines on any matter it considers necessary to— (a) give effect to this Act; (b) enable the Commission to perform its functions; (c) aid compliance with a declared agreement the Proceeds of Crime Act, the Anti-Terrorism Act and the Economic Sanctions Act or Orders made thereunder as they relate to proliferation financing, any other written law in relation to the prevention of money laundering, combating the financing of terrorism, proliferation financing or any other written law which may be administered or supervised by the Commission which may be in force from time to time; and (d) regulate the market conduct of market actors. (2) Guidelines issued under this section shall not be regarded as a statutory instrument. Non-derogation of rights. Guidelines. [4 of 2017 12 of 2019]. Ch. 11:27. Ch. 12:07. Ch. 81:05.

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(2A) Guidelines issued in respect of declared agreements shall be subject to the approval of the Minister and laid in Parliament at the earliest opportunity. (3) Contraventions of a Guideline referred to in subsection (1) shall not constitute an offence, but this shall not prevent the Commission from taking action under section 90.
147. (1) Before making or amending Guidelines referred to in
section 146, the Commission shall, in consultation with the
Minister, issue draft Guidelines or draft amendments thereof and shall consult with the market actors and other relevant stakeholders who may be affected by the draft Guideline or amendment. (2) Where, in the opinion of the Commission, any matter proposed to be dealt with in Guidelines or by an amendment thereof has become urgent, the Commission shall proceed to issue the Guidelines or amendment thereof, without following the process referred to in subsection (1), which Guidelines shall be effective for ninety days, unless replaced by Guidelines issued pursuant to subsection (1).
148. (1) The Minister may, on the recommendation of the
Commission, make Bye-laws—
(a) prescribing requirements in respect of applications for registration and the renewal, amendment, expiration or surrender of registration and in respect of the suspension, revocation, cancellation or reinstatement of registration of registrants and self-regulatory organisations; (b) prescribing categories or sub-categories of registrants, classifying registrants into categories or sub-categories and prescribing the conditions of registration, or other requirements for registrants or any category or sub-category, including— (i) standards of practice and business conduct of registrants in dealing with their clients and prospective clients; Consultation on proposed Guidelines. Bye-laws. [9 of 2014].

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(ii) standards of conduct in relation to a client of a registrant to prevent conflicts of interest or ensure the fair treatment of clients; (iii) standards for the conduct of a registrant in relation to the custody or lending of any money or security held for a client; (iv) requirements in respect of membership by a registrant in a self-regulatory organisation; (v) standards of conduct of a registrant who is not a member of a self-regulatory organisation; (vi) the making, keeping and retention of books and records by a registrant, including the keeping and filing of a record of trades executed by the registrant through the facilities of a securities market; (vii) requirements for a registrant to obtain and maintain indemnity insurance, the terms and conditions of indemnity insurance, and the amount of indemnity insurance to be obtained and maintained; (viii) requirements and standards of conduct for registrants to document and record cash transactions, and to comply with the Proceeds of Crime Act, any other written law in relation to the prevention of money laundering and combating the financing of terrorism or any other written law which may be administered or supervised by the Commission which may be in force from time to time; (ix) standards for the conduct of a registrant who exercises investment discretion with respect to a client account, including disclosure to the client of the policies and Ch. 11:27.

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L.R.O. 1/2026 practices relating to the payment of commissions for trades in securities; (x) minimum and ongoing capital requirements for registrants; and (xi) filing information in respect of missing, lost, counterfeit or stolen securities or securities which are in the custody or control of the registrant, or are his responsibility; (c) prescribing the terms and conditions of policies of insurance and the amount of such insurance which registrants shall be required to obtain and maintain against any liability that may be incurred as a result of any act or omission of the registrant or any of its officers or employees; (d) extending any requirements prescribed for registrants to unregistered partners, salespersons, employees, and senior officers of registrants; (e) prescribing requirements in respect of the residence in Trinidad and Tobago of registrants; (f) prescribing requirements for persons in respect of calling at, telephoning or delivering correspondence to, or otherwise communicating by any means, including electronic means, at residences for the purposes of trading in securities or providing investment advice; (g) prescribing requirements in respect of the disclosure or furnishing of information to the public or the Commission by registrants or providing for exemptions from or varying the requirements under this Act in respect of the disclosure or furnishing of information to the public or the Commission by registrants; (h) providing for exemptions from the registration requirements under this Act or for the removal of exemptions from those requirements and prescribing when an issuer of securities may be required to register as a broker-dealer;

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(i) prescribing requirements in respect of the books, records and other documents required to be kept by registrants, self-regulatory organisations and other market actors, including the form in which and the period for which the books, records and other documents are to be kept; (j) regulating all aspects of the listing or trading of securities on a securities market including requiring reporting of trades and quotations; (k) regulating self-regulatory organisations, including prescribing requirements in respect of the review or approval by the Commission of any Bye-law, Rule, Regulation, Policy, Procedure, Guideline, Interpretation or Practice of the self-regulatory organisation; (l) regulating all aspects of the operation in Trinidad and Tobago of self-regulatory organisations which are organised under the laws of another jurisdiction; (m) regulating trading or advising in securities to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors; (n) prescribing categories or sub-categories of issuers for the purposes of the prospectus requirements under this Act and classifying issuers into categories or sub-categories; (o) to facilitate, expedite or regulate the distribution of securities or the issuing of receipts for prospectuses, including by establishing— (i) requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference; (ii) requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure or offering document;

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(iii) requirements in respect of distributions of securities on a continuous or delayed basis; (iv) provisions for the incorporation by reference of certain documents in a prospectus and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements; (v) requirements for the form of a prospectus certificate, including providing for alternative forms; (vi) provisions for eligibility requirements to obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility; and (vii) provisions for rights of investors; (p) designating activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions; (q) providing for exemptions from the prospectus requirements under this Act and for the removal of exemptions from those requirements; (r) prescribing the circumstances in which the Commission shall refuse to issue a receipt for a prospectus and prohibiting the Commission from issuing a receipt in those circumstances; (s) prescribing requirements in respect of the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure that are in addition to the requirements under this Act, including requirements in respect of— (i) an annual report; and (ii) supplemental analysis of financial statements;

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(t) exempting reporting issuers from any requirement of this Act under specified circumstances, including that the reporting issuer is subject to oversight in a designated foreign jurisdiction; (u) requiring issuers or other persons to comply, in whole or in part, with continuous disclosure requirements under this Act made in respect thereof; (v) regulating the distribution, sale and trading of asset-backed securities; (w) prescribing requirements in respect of financial accounting, financial reporting and auditing for the purposes of this Act, including— (i) defining acceptable accounting principles and auditing standards; (ii) financial reporting requirements for the preparation and dissemination of future-oriented financial information and pro forma financial statements; (iii) standards of independence and other qualifications for auditors; (iv) requirements respecting a change in auditors by a self-regulatory organisation or a registrant; and (v) requirements respecting a change in the financial year of an issuer or in an issuer’s status as a reporting issuer under this Act; (x) regulating take-over bids and related party transactions including issuer bids, insider bids, and going-private transactions and varying the requirements of this Act in respect thereof, including— (i) the level of acquisition of voting rights by a person or persons acting in concert at

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L.R.O. 1/2026 which an offer to all holders of securities of the class shall become mandatory and the conditions applying to such offers; (ii) the requirements of the offeror and offeree issuers in respect of information to be published to security holders of both issuers; (iii) the requirements as regards equitable treatment of security holders of the same class or cash alternatives in offers or both; (iv) the timing of offer procedures and circulation of documentation; (v) conditions observable in the dealing of securities by the offeror or by persons in concert during the offer period and the reporting to the Commission of dealings in the shares of the offeree issuer during the take-over period; (vi) the minimum period within which an unsuccessful offer may not be renewed; and (vii) requirements to protect minority interests; (y) prescribing standards or criteria for determining when a material fact or material change has occurred or has been published; (z) prescribing periods under or varying or providing for exemptions from any requirement related to trading on material non-public information or market manipulation; (aa) regulating collective investment schemes and all aspects of the distribution and trading of the securities of collective investment schemes, including— (i) varying the prospectus requirements in this Act by prescribing additional disclosure requirements in respect of

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LAWS OF TRINIDAD AND TOBAGO collective investment schemes and requiring or permitting the use of particular forms or types of prospectuses or additional offering or other documents in connection with the collective investment schemes; (ii) prescribing permitted investment policy and investment practices for collective investment schemes and prohibiting or restricting certain investments or investment practices for collective investment schemes; (iii) prescribing requirements governing the custodianship of assets of collective investment schemes; (iv) prescribing minimum initial capital requirements for any collective investment schemes making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organisation of collective investment schemes; (v) prescribing matters affecting collective investment schemes that require the approval of security holders of a collective investment scheme or the Commission, including, in the case of security holders, the level of approval; (vi) prescribing requirements in respect of the calculation of the net asset value of collective investment schemes; (vii) prescribing requirements in respect of the content and use of sales literature, sales communications or advertising, relating to the securities of collective investment schemes;

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(viii) regulating sales charges imposed on purchasers of securities of collective investment schemes, and commissions or sales incentives to be paid to market actors in connection with the securities of collective investment schemes; (ix) prescribing procedures applicable to collective investment schemes and any other person in respect of sales and redemptions of collective investment scheme, securities and payments for sales and redemptions; and (x) prescribing requirements in respect of, or in relation to, promoters, managers, advisers or persons and companies who administer or participate in the administration of the affairs of collective investment schemes; (bb) prescribing requirements relating to the qualification of a registrant to act as an investment adviser to a collective investment scheme; (cc) with respect to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers, and the making of take-over bids, issuer bids, insider bids, going-private transactions and related party transactions where the foreign issuers are subject to requirements of the laws of a designated foreign jurisdiction; (dd) requiring or respecting the media, format, preparation, form, content, execution, certification, dissemination and other use, filing and review of all documents, instruments or information required under or governed by this Act and all documents, instruments or information determined to be ancillary to the documents;

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(ee) respecting the designation or recognition of any person, or jurisdiction if advisable for the purposes of this Act, including self-regulatory organisations; (ff) respecting the conduct of the Commission and its employees in relation to duties and responsibilities and discretionary powers under this Act, including the conduct of investigations, reviews and examinations and the conduct of hearings; (gg) prescribing the fees payable to the Commission, including those for filing, for applications for registration or exemptions, for trades in securities, in respect of audits made by the Commission, and in connection with the administration of this Act; (hh) establishing requirements for, and procedures in respect of the use of an electronic or computer-based system for the filing, delivery, furnishing or deposit of— (i) documents, instruments or information required under or governed by this Act; and (ii) documents, instruments or information determined to be ancillary to documents required under or governed by this Act; (ii) to permit or require the use of an electronic or computer-based system for the filing, delivery, furnishing or deposit of documents, instruments or information required under, or governed by, this Act, or determined to be ancillary to such documents, instruments or information; (jj) prescribing the circumstances in which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose of this Act;

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(kk) specifying the conditions under which any particular type of trade that would not otherwise be a distribution shall be a distribution; (ll) to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders or others, of documents, information, notices, books, records, things, reports, orders, authorisations or other communications required under or governed by this Act; (mm) providing for exemptions from or varying the requirements under this Act in respect of amendments to prospectuses, or prescribing circumstances under which an amendment to a prospectus shall be filed; (nn) regulating trading in securities that have been distributed but are not listed on a securities market; (oo) providing for standards in respect of the governance of market actors including requirements for directors; (pp) establishing requirements for registrants and self-regulatory organisations to appoint audit committees and prescribing requirements relating to their functions, responsibilities, composition, the independence of their members, the qualifications of their members and their review of an audit; (qq) prescribing, providing for exemptions from, or varying any or all of the periods in this Act; (rr) prescribing requirements in respect of a fund to be maintained by a self-regulatory organisation under this Act, including the— (i) participants in a fund; (ii) contributors to a fund; (iii) amount of contributions to a fund; and (iv) claimants, or class of potential claimants, in a fund;

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(ss) prescribing requirements in respect of preparation and dissemination of continuous disclosure or other documents or information to holders of debt securities of a reporting issuer; (tt) prescribing requirements in respect of derivatives including determining when a contract or an instrument is or is not a derivative; (uu) prescribing requirements in respect of the establishment, recognition, registration and regulation of securities markets; and (vv) prescribing requirements in respect of the registration and regulation of financial groups. (2) In addition to subsection (1), the Minister may, on the recommendation of the Commission, make Bye-laws in respect of any other matter necessary for carrying out the purposes of this Act. (2A) Bye-laws made under this Act may prescribe penalties not exceeding five hundred thousand dollars for breaches committed thereunder. (3) Bye-laws made under this Act shall be subject to negative resolution of Parliament. (4) The Commission may establish a committee under
section 16 to administer the Bye-laws made under subsections (1)
and (2) and may make Rules for the conduct of the business of that committee.
149. (1) The Commission shall publish in accordance with
subsection (1A), at least thirty days before the proposed effective date thereof— (a) a copy of any Bye-law that it proposes to recommend to the Minister; (b) a concise statement of the substance and purpose of the proposed Bye-law; and (c) a reference to the authority under which the Bye-law is proposed. Publication of proposed Bye-laws. [9 of 2014].

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(1A) The Commission shall satisfy the requirements of subsection (1) by publishing in the Gazette and— (a) publishing in two daily newspapers of general circulation in Trinidad and Tobago; or (b) posting on the website of the Commission and issuing a notice in two daily newspapers of general circulation in Trinidad and Tobago notifying the public of such posting. (2) After a proposed Bye-law is published in accordance with subsection (1A), the Commission shall afford a reasonable opportunity to interested persons to make representations with respect to the proposed Bye-law. (3) (Repealed by Act No. 9 of 2014). (4) The Commission is not required to comply with subsections (1), (1A) and (2) if— (a) all persons who will be subject to the Bye-law are named and the information required by subsection (1)(a) to (c) is sent to each of them; (b) the Bye-law only grants an exemption or relieves a restriction and is not likely to have a substantial impact on the interests of persons other than those who benefit under it; (c) the Bye-law makes no material substantive change in an existing Bye-law; or (d) the Commission for good cause finds that compliance with subsections (1), (1A) and (2) is impracticable or unnecessary and publishes the finding and a concise statement of the reasons for it. (5) Any person may petition the Commission to recommend the making, amendment or revocation of a Bye-law. (6) The Minister may, on the recommendation of the Commission, make urgent Bye-laws to regulate conditions in the market that require regulation as a matter of urgency, without

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LAWS OF TRINIDAD AND TOBAGO following the process referred to in subsections (1) and (2), which Bye-laws shall be effective for ninety days, unless replaced by Bye-laws issued pursuant to subsections (1) and (2). DIVISION 2—INVESTIGATIONS
150. (1) The Commission may appoint a person to conduct
such investigations as it considers expedient— (a) to ascertain whether any person has contravened, is contravening or is about to contravene this Act and any law administered by the Commission including the Virtual Assets and Virtual Asset Service Provider Act; or (b) to assist in the administration of securities laws or the regulation and supervision of the securities industry in another jurisdiction. (2) A person appointed under subsection (1) may examine and inquire into— (a) the affairs of a person in respect of which the investigation is being conducted, including any trades, communications, financial affairs, negotiations, transactions, investigations, loans, borrowings or payments to, by, or on behalf of, or in relation to, or connected with, the person and any property, assets or things owned, acquired, or alienated in whole or in part by the person or by any other person acting on its behalf; and (b) the assets at any time held, the liabilities, debts, undertakings and obligations at any time existing, the financial or other conditions at any time prevailing in or in relation to or in connection with the person and any relationship that may at any time exist or have existed between the person and any other person by reason of investments, commissions promised, secured or paid, interest held or Investigations by the Commission. [9 of 2014 12 of 2025].

Securities Industry Chap. 83:02 171 LAWS OF TRINIDAD AND TOBAGO L.R.O. 1/2026 acquired, the loaning or borrowing of money, stock or other property, the transfer, negotiation or holding of securities or any other relationship. (3) Notwithstanding any other written law a person appointed by the Commission pursuant to subsection (1) may examine and make copies of, or remove from the premises, all such books, records and documents or other things relating to the subject of the investigation within the scope of subsection (2) whether or not they are in the possession or control of the person in respect of which the investigation is ordered or of any other person. (4) Notwithstanding any other written law, a person appointed by the Commission pursuant to subsection (1) may, for the purposes of the examination to be conducted under subsection (3), enter the place of business of any person or entity, for the purpose of examining or reviewing books, records, documents or other things relating to the subject of the investigation within the scope of subsection (2) during normal business hours if the occupier of the place of business consents or pursuant to an order under subsection (5). (5) Notwithstanding subsection (4), the Commission may, at any time if the circumstances so require, apply to a judge of the High Court for an ex parte order authorising a person appointed under subsection (1) to enter the premises of a person at any time to conduct an examination under subsection (3). (6) A person appointed by the Commission pursuant to subsection (1), shall provide the Commission with a full and complete written report of the investigation including any transcript of statements and any material in his possession relating to the investigation. (7) The Commission may publish a report or other information concerning an investigation under this section, but if it intends to do so, it shall— (a) provide a person against whom an adverse finding is to be made with fourteen days’ notice

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LAWS OF TRINIDAD AND TOBAGO of the finding and an opportunity to be heard in person or by an Attorney-at-law; and (b) if practicable, provide a person who is likely to receive adverse publicity with advance notice of the publication and a reasonable opportunity to prepare a response prior to publication. (8) Any book, record or document removed under subsection (3) shall be returned to the person from whom or to the premises from which it was removed as soon as practicable. (9) A statement made by a person in compliance with a requirement imposed by virtue of this section shall not be used in evidence against him in criminal proceedings. (10) Proceedings under subsections (3) and (4) shall be held in camera. (11) The investigation powers under this section are applicable to operations in the sandbox as with the enforcement of the ban on virtual asset activities.
151. (1) Notwithstanding any other written law, if the
Commission considers it necessary or desirable for the purposes of performing or exercising its functions, powers, or duties under this Act or to assist in the administration of securities laws or the regulation and supervision of the securities industry in another jurisdiction it may, by written notice, served on any person, require the person— (a) to supply to the Commission, within the time and in the manner specified in the notice, any book, record, document, information or class of information specified in the notice; (b) to produce to the Commission, or to a person specified in the notice acting on its behalf in accordance with the notice, any book, record, document, information or class of information specified in the notice (within the time and in the manner specified in the notice); Power to obtain information and documents. [9 of 2014].

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(c) if necessary, to reproduce, or assist in reproducing, in usable form, information recorded or stored in any book, record, document or class of documents specified in the notice (within the time and in the manner specified in the notice); or (d) to appear before the Commission, or a specified person, at a time and place specified in the notice to provide information, either orally or in writing, and produce any book, record, document or class of documents specified in the notice. (2) Information supplied in response to a notice under subsection (1)(a) shall be— (a) given in writing; and (b) signed in the manner specified in the notice. (3) If a book, record or document is produced in response to a notice under subsection (1), the Commission, or the person to whom the book, record or document is produced may examine and make copies of the book, record or document or extracts thereof. (4) The Commission may require a person to give, orally or in writing, information on oath or affirmation and may administer an oath or affirmation at any place. (5) A person who provides information under this
section may be represented by an Attorney-at-law and may claim
any privilege to which the person is entitled.
(6) Where a person who is required to attend or give information fails or refuses to attend or provide information, the Commission may make an application to the High Court to compel the person to do so. (7) Proceedings under subsection 4 shall be held in camera. (8) A statement made by a person in compliance with a requirement imposed by virtue of this section shall not be used in evidence against him in criminal proceedings.

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152. A person who without reasonable excuse alters,
suppresses, conceals, destroys or refuses to produce any document which he has been required to produce in accordance with this Act or any regulation thereunder, or which he is liable to be so required to produce, commits an offence and is liable on summary conviction to a fine of ten million dollars and to imprisonment for ten years.
153. Notwithstanding any other written law, no duty to which
a person may be subject shall be regarded as breached by reason of his communication in good faith to the Commission, of any information or opinion on a matter which is relevant to any function of the Commission under this Act, whether or not in response to a request made by the Commission. DIVISION 3—ORDERS OF THE COMMISSION
154. (1) Where the Commission considers that—
(a) a security is being traded in connection with a distribution contrary to this Act; (b) a prospectus contains a misrepresentation; (c) any of the circumstances specified under this Act as the basis for a refusal to issue a receipt for a prospectus exists; or (d) an issuer, selling security holder or registrant fails to provide information, including financial statements relating to the issuer or the distribution, that is reasonably requested by the Commission, the Commission may order, subject to such conditions as it considers appropriate, that all trading in connection with the distribution, cease at the time and for the period specified by the Commission. (2) Where the Commission considers that— (a) a material change relating to an issuer of a security has not been published; (b) trading in a security or fluctuations in the price of a security requires explanation; Restrictions on withholding or concealing. [9 of 2014]. Protection of persons providing information. Power to order cessation of trading or distributions. [9 of 2014].

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(c) a reporting issuer has failed to comply with, or is in breach of, any provision of this Act; or (d) it is otherwise in the public interest or necessary for the protection of investors, the Commission may order, subject to such conditions as it considers appropriate, that trading cease in respect of any security at the time and for the period specified by it. (3) Where the Commission considers that it is in the public interest or necessary for the protection of investors, it may make an order prohibiting, subject to such conditions as it considers appropriate, a person who contravenes this Act from trading in securities or from trading a specified security. (4) The Commission may make an order under subsection (1) or (3) without giving a person directly affected by the order an opportunity to make representations, but it shall provide an opportunity to make such representations within fifteen days of the making of the order, and the order shall remain in effect until a decision is made. (5) The Commission may make an order under subsection (2) without giving a person directly affected by the order an opportunity to make representations, but it shall provide an opportunity to make such representations within fifteen days of the making of the order and the order remains in effect until a decision is made, unless the order was made pursuant to subsection (2)(a), in which case, the Commission may extend it until the material change is published and becomes public. (6) The Commission shall forthwith give notice of an order under this section to— (a) each person named in the order; (b) the issuer of the security specified in the order; (c) any other person, the Commission believes is directly affected by the order; and (d) every registrant under section 51(1) if the order is made pursuant to subsection (1) or (2), and shall publish a summary of the Order and the reasons therefor in accordance with section 159(12).

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(7) No person shall trade in contravention of an order under this section.
155. (1) Where the Commission, on its own motion or on
application by an interested person considers it to be in the public interest, it may order, subject to such conditions as it considers appropriate that— (a) a person comply with or cease contravening, or that the senior officers of the entity cause the entity to comply with or cease contravening— (i) this Act; (ii) an order of the Commission; or (iii) a rule, direction, decision or order made under a rule of a self-regulatory organisation; (b) a person not act as a senior officer of a registrant or self-regulatory organisation; (c) a person— (i) be prohibited from disseminating to the public, or authorising the dissemination to the public of, any information or record of any kind described in the order; (ii) be required to disseminate to the public, by the method described in the order, any information or record relating to the business or affairs of the person that the Commission considers should be disseminated; or (iii) be required to amend, in the manner specified in the order, any information or record of any kind described in the order before disseminating the information or record to the public or authorising its dissemination to the public; (d) a registrant or senior officer of a registrant be reprimanded or that the registration of a registrant be suspended or revoked in accordance with section 57 or 58; Orders in the public interest. [9 of 2014 10 of 2020].

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(e) a reprimand be issued to any person; (f) a person, security, trade, distribution or registration be classified under Part III, IV or VI, and the requirement appropriate to the class be applied; or (g) the person to disgorge to the Commission any amounts obtained as a result of non-compliance. (h) (i) (j) (1A) Where the Commission on its own motion or on an application by an interested person considers it to be not contrary to the public interest it may make an order— (a) that any exemption contained in this Act not apply to any person permanently or apply for such period as specified in the order; (b) that a registrant registered under section 51(1) submit to a review of his practices and procedures and institute such changes as may be ordered by the Commission; (c) that any person be exempted from any requirement of this Act; (d) that any documents submitted to another government agency be submitted to the Commission; or (e) respecting any other matter authorised by, or required to carry out the purposes of this Act. (2) An order granting an exemption is effective against all persons but the Commission shall make an order revoking or modifying such an order when it finds that a determination reflected in it is no longer consistent with the facts. (3) (Repealed by Act No. 9 of 2014). (4) For the purpose of this section, “interested person” includes a person who has an interest in a security in an account of a participant in a clearing agency. (Deleted by Act No. 9 of 2014). }

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156. (1) Subject to subsection (2), and notwithstanding any
other provision of this Act, where the Commission, after giving a person the opportunity to make oral or written representations, determines, that a person is in breach of this Act, the Bye-laws or an order of the Commission and considers it to be in the public interest, the Commission may order the person to pay an administrative fine not exceeding five million dollars. (2) Notwithstanding subsection (1), a person who is in breach of this Act solely by reason of his failure to file or publish a document or instrument required under this Act or the Bye-laws within the period prescribed shall be liable to pay an administrative fine of one thousand dollars per day for each day that the document or instrument remains outstanding after the expiration of the time prescribed. (3) The Commission may make an order imposing an administrative fine under subsection (2) for the period beginning on the day following the expiration of the prescribed period and ending on the day that the document is filed. (4) A person who files a document or instrument with the Commission after the expiration of the period prescribed, may in writing request an opportunity to make representations to the Commission in accordance with subsection (1). (5) Every administrative fine imposed by the Commission in the exercise of its powers under this Act shall be payable into the general revenue of Trinidad and Tobago and may be recovered by the State as a civil debt and for the purposes of the proof of such debt a certificate under the hand of the Chairman of the Commission shall be receivable in evidence as sufficient proof of such debt. 156A. (1) The Commission may with the consent of the Director of Public Prosecutions issue to any person who, there is reasonable cause to believe, has committed an offence referred to in the Schedule, a Notice offering the person the opportunity to discharge any liability to conviction in respect of that offence by payment of an administrative fine not exceeding five million dollars for the offence in the Schedule. Order for administrative fine. [9 of 2014 10 of 2020]. Administrative fines may be imposed for certain offences. [9 of 2014 16 of 2021].
Schedule.

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(2) Where a person is given a Notice under this section, criminal proceedings shall not be taken against him for the offence specified in the Notice until the expiration of twenty-one days commencing from the day after which the Notice was served. (3) Where a person fails to pay the administrative fine referred to in subsection (1) or where he continues to commit the offence after the expiration of twenty-one days following the date of receipt of the Notice referred to in subsection (1) that person is liable on summary conviction for the original offence committed. (4) Payment of an administrative fine under this section shall be made to the Comptroller of Accounts and in any criminal proceedings against an offender referred to in this
section, a certificate that payment of the administrative fine was
or was not made to the Comptroller by the specified date shall, if the certificate purports to be signed by the Comptroller, be admissible as evidence of the facts stated therein. (5) A Notice under subsection (1) shall— (a) specify the offence alleged; (b) give such particulars of the offence as are necessary for giving reasonable information of the allegation; and (c) state— (i) that criminal proceedings shall not be laid until the expiration of twenty-one days from the date of receipt of the Notice where payment of the administrative fine is made and the commission of the offence is discontinued; and (ii) the amount of the administrative fine and the fact that it is to be paid to the Comptroller of Accounts whose address is to be stated. (6) In any proceedings for an offence to which this
section applies, no reference shall be made to the giving of any
Notice under this section or to the payment or non-payment of

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LAWS OF TRINIDAD AND TOBAGO an administrative fine thereunder unless in the course of the proceedings or in some document which is before the Court in connection with the proceedings, reference has been made by, or on behalf of the accused to the giving of such a Notice, or, as the case may be, to such payment. (7) The Minister may, by Order, provide for any matter incidental to the operation of this section, and in particular, any such Order may prescribe— (a) the form of Notice under subsection (2); (b) the nature of the information to be furnished to the Comptroller of Accounts along with any payment; and (c) the arrangements for the Comptroller to furnish to the Commission, information with regard to any payment, non-payment pursuant to a Notice under this section. 156AA. In addition to its power to impose an administrative fine under sections 156 and 156A, the Commission may, impose an administrative fine as provided for under— (a) any written law for the prevention of money laundering, anti-terrorism and proliferation financing; or (b) any other written law which the Commission has a supervisory role, in accordance with the procedure for the imposition of such administrative fine as specified in that written law. 156B. (1) Summary proceedings for an offence under this Act may, without prejudice to any jurisdiction exercisable apart from this subsection, be taken against an entity in any place at which it has a place of business, and against an individual in any place at which he is for the time being located. (2) Notwithstanding anything in any other law to the contrary, any complaint relating to an offence under this Act which is triable by a Magistrate’s Court in Trinidad and Tobago Additional administrative fines. [17 of 2024]. Jurisdiction and limitation. [9 of 2014].

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L.R.O. 1/2026 may be so tried if it is laid at any time within seven years after the commission of the offence or within eighteen months after the relevant date. (3) In this section, the “relevant date” means the date on which evidence sufficient in the opinion of the Commission to justify the institution of summary proceedings comes to its knowledge. (4) For the purpose of subsection (3), a certificate as to the date on which evidence referred to in subsection (3) came to the knowledge of the Commission shall be conclusive evidence of that fact.
157. (1) The Commission shall before making an adverse
decision or finding against a person provide a reasonable opportunity for that person to make either oral or written representations and shall give reasonable notice to that person including a— (a) statement of the time within which representations shall be made; (b) reference to the authority under which the decision or finding may be made; (c) concise statement of the case; and (d) statement that if the person fails to make representations within the time referred to in paragraph (a), the Commission may proceed without giving him further notice. (2) A person who is entitled to an opportunity to be heard under subsection (1) may be represented by an Attorney-at-law. (3) (Repealed by Act No. 9 of 2014). DIVISION 4—MARKET MISCONDUCT PROCEEDINGS
158. (1) If it appears to the Commission that market
misconduct is taking place or has or may have taken place, the Commission may conduct an investigation under section 150. Procedures for orders of the Commission. [9 of 2014]. Market misconduct proceedings. [9 of 2014].

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(2) For the purposes of this Part, “market misconduct” means— (a) breaches of sections 91, 92, 93, 94, 95, 96 and 98, respectively; (b) trading with knowledge of material non-public information contrary to section 100; (c) disclosure of material non-public information contrary to section 101; (d) failure of a person to be registered in accordance with Part IV; (e) failure of an issuer to prepare, file and receive a receipt from the Commission for a prospectus in connection with a distribution of securities contrary to section 73; (f) knowingly or recklessly including a misrepresentation in a prospectus or the failure of a prospectus to comply with section 76(1); (g) failure of a reporting issuer to comply with
Part V, or knowingly or recklessly making a
misrepresentation in any document filed or required to be filed under Part V, contrary to
section 70; and
(h) a breach of any provision under Part VII.
(3) Where an investigator appointed pursuant to
section 150(1) reports to the Commission in accordance with
section 150(6) that based on his investigation he has
reasonable grounds to believe that any person has committed, is committing or is about to commit a breach of this Act, the Commission may conduct a hearing in accordance with
section 159.
(4) Without limiting the generality of subsection (3), the purpose of proceedings instituted under that subsection is for the Commission to determine— (a) whether any market misconduct has taken place; (b) the identity of any person who has engaged in market misconduct; and

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(c) the amount of any profit gained or loss avoided as a result of market misconduct. (5) Subject to subsections (6) and (7) the Commission may publish a report or other information concerning proceedings under this section. (6) A person against whom an adverse finding is made under this section may, within fourteen days of being notified of the finding, submit in writing to the Commission an objection to the publication of the report referred to in subsection 150(6) or other publication concerning the finding. (7) Where an objection is submitted under subsection (6), the Commission shall provide the person with an opportunity to be heard. (8) The Commission may publish a report or other information concerning proceedings under this section, but if it intends to do so it shall if practicable, provide a person who is likely to receive adverse publicity with advance notice of the publication and a reasonable opportunity to prepare a response prior to publication. (9) Where a response has been prepared under subsection (8) the Commission may publish the response. DIVISION 5—HEARINGS
159. (1) Unless otherwise provided for in this Act, the
Commission shall, before making an order, provide a reasonable opportunity for a hearing to each person directly affected and shall give reasonable notice to each such person and to any interested market actor including a— (a) statement of the time, place and purpose of the hearing; (b) reference to the authority under which the hearing is to be held; (c) concise statement of the allegations of fact and law; and Conduct of hearings. [9 of 2014].

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(d) statement that if the person fails to attend at the hearing, the Commission may proceed without giving him further notice. (2) The Commission may— (a) issue a subpoena or other request or summons requiring a person to attend at a hearing, to testify to all matters relating to the subject of the hearing, and to produce all records relating to the subject of the hearing that are in his possession or under his control, whether they are located in or outside Trinidad and Tobago; and (b) require a person to give evidence orally or in writing on oath or affirmation as it thinks necessary. (3) Notwithstanding subsection (2), no person giving evidence before the Commission shall be compellable to incriminate himself, and every such person shall, in respect of any evidence given by him before the Commission, be entitled to all privileges to which a witness giving evidence before the High Court is entitled in respect of evidence given by him before the High Court. (4) A hearing under subsection (1) shall be open to the public unless the Commission directs otherwise in order to protect the interests of the persons affected, but if all persons directly affected and appearing so request, a hearing shall not be open to the public. (5) A person who is entitled to notice of a hearing under subsection (1) may be represented by an Attorney-at-law and, subject to Rules made under section 21, may present evidence and cross-examine witnesses at the hearing. (6) A witness at a hearing under subsection (1) may be advised by an Attorney-at-law. (7) The Commission may admit as evidence at a hearing any testimony or exhibit that it considers relevant to the subject matter of the proceedings and may take notice of any fact that

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L.R.O. 1/2026 may be judicially noticed and of any generally recognised scientific or technical fact, information or opinion within its area of expertise. (8) The Commission shall make provision for all oral evidence presented at a hearing under subsection (1) to be transcribed. (9) The Commission— (a) shall make an order in writing and state the findings of fact on which it is based and the reasons for it; (b) shall send a copy of the order and reasons to each person entitled to notice under subsection (1) and to each person who appeared at the hearing; and (c) may publish a summary of the order and reasons therefor in accordance with subsection (12). (10) Subsection (1) does not apply to— (a) an order that is essentially procedural; (b) an order that does not adversely affect the rights or interests of any person; (c) an interim order or other order that the Commission may make under this Act without holding a hearing under this section; or (d) an appointment that is made under section 150. (11) Notwithstanding subsection (9)(c), where an order is made pursuant to section 155(1), the Commission shall publish a summary of the order and reasons therefor. (12) The Commission shall satisfy the publication requirement under subsection (9)(c) by publishing in the Gazette and— (a) publishing in two daily newspapers of general circulation in Trinidad and Tobago; or (b) posting on the website of the Commission and issuing a notice in two daily newspapers of general circulation in Trinidad and Tobago notifying the public of such posting.

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DIVISION 6—APPEALS
160. (1) The Commission may—
(a) on its own motion; or
(b) on an application under section 8(7) or 44(2), review any decision made pursuant to authority delegated under
section 8 or made by a self-regulatory organisation under
section 43 and shall provide a reasonable opportunity to make
representations and give reasonable notice to each person directly affected by the decision. (2) The Commission shall, within thirty days of a request for review under this section notify the parties of the date, time and venue of the hearing to review the decision. (3) The Commission may set aside, vary or confirm the decision under review or make such decisions as it considers appropriate. (4) In the case of a review of any decision of a selfregulatory organisation made under section 43, a decision under subsection (2) shall be subject to section 44(3) to (7). (5) A decision that is subject to review under this
section takes effect immediately unless the Commission grants a
stay pending the completion of a review under this section.
161. (1) A person directly affected by an adverse decision,
finding or order of the Commission may appeal to the High Court within fifteen days of his receipt of the notification of the adverse decision, finding or order. (2) No appeal of a decision of a self-regulatory organisation under section 43 may be made under this section unless the person affected has taken all reasonable steps available to appeal or obtain review of the decision pursuant to section 160. (3) An order that is subject to appeal under this section takes effect immediately, but the High Court may grant a stay pending the hearing of the appeal. (4) The Commission is entitled to appear and be heard on the merits of an appeal under this section or on any other Appeals for review. [9 of 2014]. Appeals to the High Court. [9 of 2014].

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L.R.O. 1/2026 application to the High Court relating to the exercise by the Commission of its powers. (5) Notwithstanding subsection (4), the procedure for determining appeals shall be in accordance with the Civil Proceedings Rules of the Supreme Court of Judicature until such time as Rules are made by the Rules Committee. (6) On an appeal under this section, the High Court may make or may direct the Commission to make any order that the Commission is authorised to make and which the High Court considers just and proper, or it may remand the case to the Commission for further proceedings subject to any conditions which the High Court thinks fit. (7) The Rules Committee under the Supreme Court of Judicature Act may, subject to negative resolution of Parliament, make Rules governing appeals to the High Court. DIVISION 7—ORDERS OF THE HIGH COURT
162. (1) Where the Commission considers that a person has
failed to comply with or is in breach of this Act or an order of the Commission, the Commission may, in addition to any other powers it may have, apply to the High Court for an order— (a) directing the person to comply with or to cease the conduct which constitutes the breach; (b) directing senior officers of the entity to cause the entity to comply with or to cease the conduct which constitutes the breach; or (c) to freeze the assets of the person or a portion of the assets of that person or entity. (2) On application under subsection (1), the Court may make any order it thinks fit including an order— (a) for restitution or disgorgement of profits; (b) restraining the conduct complained of; (c) requiring compliance with this Act or an order; (d) requiring disclosure of any information; Ch. 4:01. Court order for enforcing compliance.

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(e) setting aside a transaction relating to trading in securities; or (f) requiring the issuance or cancellation of a security or the purchase, disposition or exchange of a security. (3) An order may be made under this section in respect of a person, notwithstanding that a penalty has already been imposed on that person in respect of the same non-compliance or breach.
163. (1) Where the Commission considers that it is in the
public interest or necessary for the protection of investors to prevent— (a) a person who is or has been in breach of or has contravened this Act; or (b) a registrant or self-regulatory organisation whose registration under this Act has been suspended or revoked, from dealing with property under his or its control or direction, the Commission may apply to the High Court and the High Court may appoint a receiver or receiver-manager in respect of the property of the person, registrant or self-regulatory organisation if it is satisfied that it is in the interests of investors or persons whose property is controlled by that person, registrant or self-regulatory organisation, creditors or security holders of that person, registrant or self-regulatory organisation, or members of that person, registrant or self-regulatory organisation to do so. (2) Where the Commission intends to apply to the High Court to appoint a receiver or receiver-manager in respect of the property of a financial institution, the Commission shall, before making the application, consult with the Inspector of Financial Institutions with regard to the proposed application. (3) The High Court may make an order under subsection (1) on an ex parte application by the Commission for a period not exceeding fifteen days. Appointment of receiver or receivermanager. [9 of 2014].

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(4) The High Court may order a receiver or receivermanager appointed under this section to receive such remuneration to cover its charges and expenses from the registrant or self-regulatory organisation and such remuneration shall be in such order of priority, in relation to existing charges as the High Court sees fit. (5) The receiver or receiver-manager shall conduct its duties with the greatest economy compatible with efficiency and as soon as possible after its appointment, file with the High Court, with a copy to the Commission, a report stating its recommended course of action in the circumstances. (6) The receiver or receiver-manager, the Commission or any interested person may at any time apply to the High Court for the cancellation of an order made under subsection (1) or (3). (7) The provisions of the Companies Act relating to a receiver or a receiver-manager shall apply to a receiver or receiver-manager appointed under this section.
164. (1) The High Court may order the winding up of a
registrant or self-regulatory organisation and appoint a liquidator in accordance with the Companies Act subject to the modification that the registrant or self-regulatory organisation may also be ordered to be wound up on the petition of the Commission. (2) A petition under subsection (1) shall not be presented except with leave of the High Court. (3) In any case where a petition is made by the Commission to the High Court for the winding up of a registrant or self-regulatory organisation— (a) the registrant or a self-regulatory organisation shall remain in suspension and shall not carry on business during the pendency of the petition unless it is authorised to do so by the High Court and except in accordance with conditions, if any, as may be specified by the High Court; and Ch. 81:01. Appointment of liquidator. [9 of 2014]. Ch. 81:01.

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(b) the High Court, if it is of the opinion, after such inquiry as it may consider necessary, that the registrant or self-regulatory organisation— (i) is not insolvent; (ii) is able to meet the requirements for registration under this Act; and (iii) its continuation in business is not likely to involve a loss to its clients, investors or members, may permit the registrant or the self-regulatory organisation to resume business either unconditionally or subject to such conditions as the High Court may consider necessary in the public interest or the interests of the clients, investors and other creditors of the registrant or self-regulatory organisation but shall otherwise order that the registrant or self-regulatory organisation be wound up. (4) In any case where an order of the High Court is made, whether in pursuance of any petition made under this
section or otherwise, for the winding up of any registrant or selfregulatory organisation or for the appointment of a receiver or a
receiver-manager then, notwithstanding the provisions of any other law, such person as may be nominated by the Commission shall be appointed as liquidator, receiver or receiver-manager, as the case may be. (5) A registrant or self-regulatory organisation shall not pass a resolution for a voluntary winding up or commence a voluntary winding up without first applying for the written approval of the Commission and shall submit such documents and information as may be prescribed. (6) The Commission shall not provide the approval referred to in subsection (5) unless it is satisfied that the voluntary winding up will be affected in a manner that would not pose undue risks to clients, investors or members of the registrant or selfregulatory organisation or adversely affect public confidence in the securities industry in Trinidad and Tobago, and such approval may be subject to terms and conditions as may be prescribed.

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(7) Where the Commission intends to apply to the High Court to appoint a liquidator in respect of the property of a financial institution, the Commission shall, before making the application, consult with the Inspector of Financial Institutions with regard to the proposed application. (8) The provisions of the Companies Act relating to a liquidator shall apply to a liquidator appointed under this section. DIVISION 8—OFFENCES
165. (1) A person who—
(a) knowingly or recklessly makes a misrepresentation in contravention of, or otherwise in relation to, this Act; (b) knowingly or recklessly makes a misrepresentation to any person appointed to conduct an investigation, review or an examination under section 150 or 151; or (c) contravenes section 36 or 73, commits an offence and is liable on summary conviction to a fine of two million dollars and to imprisonment for five years. (2) A person who contravenes an order of the Commission commits an offence and is liable on summary conviction to a fine of five hundred thousand dollars and to imprisonment for two years. (3) Reasonable reliance, including reliance in good faith on the advice of an expert upon a statement of the law contained in— (a) this Act; (b) a judgment or declaration by a Court; or (c) an order or publication of the Commission, is a defence in a proceeding under this section. (4) An auditor who knowingly or recklessly makes or provides a false or misleading audit report in respect of financial statements which are required to be filed under this Act commits Ch. 81:01. General offences. [9 of 2014].

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LAWS OF TRINIDAD AND TOBAGO an offence and is liable on summary conviction to a fine of five million dollars and to imprisonment for five years. (5) Where an auditor is convicted of an offence under subsection (4), the Commission may order, under section 155, and in addition to any other order that the Commission may make, that the auditor be prohibited from being the auditor of a market actor for a period not exceeding five years. 165A. (1) For the purposes of this Act, “prohibited scheme” means a scheme in which— (a) a business is structured in such a way that the returns an investor or client earns is directly tied to the number of persons he recruits to join the scheme; (b) the amount of income a person earns while participating in the scheme depends on his rank in the scheme, where such rank is related to when a person joins the scheme; (c) the amount of income a person earns while participating in the scheme is directly tied to or depends on his success in recruiting other persons to join the scheme; (d) a person is required to purchase a financial product or financial training offered by the scheme before he can participate in and earn income from the scheme, and neither the product nor the training can be offered for resale to the general public; (e) a person is required to pay an advanced fee, either as a lump sum or by instalments, in order to receive a larger financial return which is solely based on the number of persons recruited to the scheme; (f) part of the marketing or promotion of the scheme involves an assertion or statement guaranteeing or promising that participation in Prohibited scheme. [16 of 2021].

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L.R.O. 1/2026 the scheme will result in returns which far exceeds the returns offered in the securities market; (g) an aggregate public scheme requires contributions to a pool of investment, and guarantees or promises a larger payout based on the number of persons recruited; or (h) an investment scheme provides an investor with returns derived substantially from investments made by other investors in the scheme, rather than from genuine profits— (i) whether or not the name “ponzi” is used by any person in connection with the scheme; and (ii) whether or not the scheme limits the number of persons who may participate therein, either expressly or by the application of conditions affecting the eligibility of a person to enter into, or receive compensation under, the scheme. (2) A person who establishes or operates a prohibited scheme is liable on summary conviction to a fine of ten million dollars and to imprisonment for ten years. (3) A person who knowingly participates in a prohibited scheme is liable on summary conviction to a fine of five million dollars and to imprisonment for five years. (4) A person who knowingly advertises or invites another person to join a prohibited scheme is liable on summary conviction to a fine of two million dollars and to imprisonment for three years.
166. (1) Notwithstanding any other provision of this Act,
where a company has been convicted of an offence under this Act, then any senior officer who knowingly or recklessly authorised, permitted or acquiesced in the offence is also guilty of the offence and liable to the penalty specified for it. Liability of senior officer. [9 of 2014].

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(2) Notwithstanding any other provision of this Act, where a person has been convicted of an offence under this Act, then any supervisor of the individual who knowingly or recklessly authorised, permitted or acquiesced in the offence is also guilty of the offence and liable to the penalty specified for it. (3) Reasonable reliance, including reliance on the advice of an Attorney-at-law, in good faith upon a statement of the law contained in— (a) this Act; (b) a judgment or declaration by a Court; or (c) an order or publication of the Commission, is a defence in a proceeding under this section. (4) The appointment of a liquidator, receiver or receiver-manager does not absolve any senior officer of a company or supervisor of an individual convicted of any offence under this Act from liability arising from wilful neglect, fraudulent transactions, misuse of client or investor funds or from any breach of the provisions of this Act. (5) The directors of a broker-dealer, underwriter or a reporting issuer whose securities are listed on a securities exchange in Trinidad and Tobago, shall notify the Commission of any developments that pose material risks to the broker-dealer, underwriter or a reporting issuer. (6) A director of a broker-dealer, underwriter or a reporting issuer whose securities are listed on a securities exchange in Trinidad and Tobago, who— (a) resigns; (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office upon his resignation or removal

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L.R.O. 1/2026 from office or because his term of office has expired or is about to expire, may submit to the broker-dealer, underwriter or reporting issuer, and shall submit to the Commission, a written statement giving the reasons for his resignation or departure from office, or, where applicable, the reasons that he opposes any proposed action or resolution.
167. (1) A person convicted of an offence under this Act is
liable, after the review and filing of a certificate under this
section, for the costs of the investigation of the offence.
(2) The Commission may prepare a certificate setting out the costs of the investigation of an offence, including the time spent by its staff and any fees paid to an expert, investigator or witness. (3) The Commission may apply to a Master or Registrar of the Supreme Court to review the certificate under the Civil Proceedings Rules, 1998 as if the certificate were a bill of costs, and the Master or Registrar shall review the costs and may vary them if he considers them unreasonable or not related to the investigation. (4) The scales of costs in Part 67 of the Civil Proceedings Rules, 1998 do not apply to a certificate reviewed under this section. (5) After review, the certificate may be filed in the High Court and may be enforced against the person convicted as if it were an order of the High Court.
168. Subject to section 169, nothing in this Act prevents the
Commission from referring any matter to the Director of Public Prosecutions.
169. No report concluding that a person to whom this Act
applies has failed without reasonable justification to fulfil a duty or obligation under this Act shall be made until reasonable notice Costs. Referral of matters to Director of Public Prosecutions. Notice of adverse report.

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LAWS OF TRINIDAD AND TOBAGO has been given to such person of the alleged failure and the person has been allowed full opportunity to be heard either in person or by an Attorney-at-law. 169A. The Freedom of Information Act shall apply in relation to all documents or instruments which are expressly required to be filed with the Commission under this Act.
PART XII
REPEAL AND TRANSITIONAL PROVISIONS
170. (1) On the date of coming into force of this Act, the
Commissioners of the former Commission shall be deemed to be appointed under section 10 of this Act and shall continue as Commissioners of the Commission under and for the purposes of this Act for a term expiring on the day on which their respective appointments would have expired under the former Act and— (a) all the property, assets and rights and all the liabilities and obligations to which the former Commission was entitled or subject are transferred to, vested in and conferred or imposed upon, as the case may be, the Commission, without further assurance and the Commission shall have all powers necessary to take possession of, recover, and deal with such property and assets and discharge such liabilities and obligations; (b) every agreement, whether in writing or not, and every deed, bond or other instrument to which the former Commission was a party or which affected the former Commission, whether the rights, liabilities and obligations under it could be assigned, shall have effect as if the Commission were a party to it or affected by it instead of the former Freedom of Information Act, Ch. 22:02 to apply. [9 of 2014]. Transitional provisions.

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Commission and as if for every reference in it to the former Commission there were substituted in respect of anything to be done on or after such date of coming into operation, a reference to the Commission; (c) any legal proceedings and investigations pending immediately before the coming into force of this Act to which the former Commission was a party may be continued as if the Commission was a party to those legal proceedings and investigations instead of the former Commission; (d) any orders of the former Commission made under the former Act shall remain valid and in force under this Act; (e) all funds and resources of the former Commission which stand to the credit of the Government under the former Act or the former Commission are transferred to and vest in the Commission; (f) all officers and employees, whether permanent or temporary, of the former Commission become the corresponding officers and employees of the Commission and continue in office for the period for which they were appointed by the former Commission; and (g) all superannuation benefits, pension rights, gratuities or other allowances which have accrued to an officer or employee, whether permanent or temporary, of the former Commission shall be preserved and shall continue to accrue under the Commission. (2) Bye-laws, Guidelines and Rules made under the Securities Industry Act, in force at the commencement of this Act, remain in force until replaced by new Bye-laws made pursuant to this Act. 32 of 1995. 32 of 1995.

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(3) For the purposes of this section, “former Commission” means the Trinidad and Tobago Securities Exchange Commission established under the former Act. Act No. 32 of 171. The Securities Industry Act, is repealed. 1995 repealed.

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
Failure of a person to obtain approval to become a substantial shareholder of a market intermediary in accordance with section 54(1) Failure of a person to apply for approval to be a substantial shareholder within the specified timeframe Failure of a person to restrain exercising his voting rights in respect of his shareholding of a registrant Knowing or reckless misrepresentation in any application, notification or other document required to be filed, delivered or notified to the Commission in connection with— Registration, renewal or reinstatement as a b r o k e r - d e a l e r , investment adviser, or underwriter in accordance with sections 51(1) and 56(1) of the Act $600,000 or imprisonment for two years Daily fine of $60,000 for each day the offence continues $1,000,000 and imprisonment for three (3) years Up to $5,000,000 Up to $5,000,000 54(6E) 60(1)
SCHEDULE
OFFENCES IN RESPECT OF WHICH CRIMINAL LIABILITY MAY BE DISCHARGED BY PAYMENT OF AN ADMINISTRATIVE FINE [9 of 2014 1 of 2024].

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
60(1) Registration, renewal or reinstatement as a registered representative under sections 51(2) and 56(1) of the Act Granting of a licence to a person by a SRO Notification of a material change in the information contained in an applicant’s application for registration in accordance with
section 56(2) of the Act
Notification of changes in particular information of a registrant in accordance with section 56(4) of the Act An application for the surrender of registration pursuant to section 59 of the Act An application to become a substantial shareholder of a broker-dealer, investment adviser or underwriter $1,000,000 and imprisonment for three (3) years Up to $5,000,000
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL LIABILITY MAY BE DISCHARGED BY PAYMENT OF AN ADMINISTRATIVE FINE—(Continued)

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
Registration as a reporting issuer under section 61 Registration of securities under section 62 Carrying on business or course of conduct in connection with, or incidental to, the business activities of a broker-dealer, an investment adviser, or an underwriter without said person being registered, or deemed registered with the Commission as contained in section 51(1) Knowing or reckless— Failure of a reporting issuer to prepare, file and disseminate an annual report as contained in section 63 Failure of a reporting issuer to publish a notice describing the nature and substance of a material change within the prescribed time as contained in
section 64(1)(a)
Failure of a reporting issuer to file a material change report with the Commission within the prescribed time as contained in section 64(1)(b) $1,000,000 and imprisonment for three (3) years $5,000,000 and imprisonment for five (5) years $1,000,000 and imprisonment for three (3) years Up to $5,000,000 Up to $5,000,000 Up to $5,000,000 60(1) 60(2) 70(1)

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
Failure of a reporting issuer to prepare and file audited annual comparative financial statements as contained in
section 65(1)
Failure of a reporting issuer to have an audit committee as contained in section 65(7) Failure of a reporting issuer to prepare, file and disseminate interim financial statements as contained in section 66 Failure of a reporting issuer to send a prescribed form of proxy to each holder of voting securities who is entitled to receive notice of the meeting concurrently with giving a notice of meeting as contained in section 68(1) Failure of a reporting issuer to file a copy of a proxy circular or dissident’s proxy circular concurrently with mailing as contained in section 68(3) Failure of a reporting issuer which is an approved foreign issuer to certify annually to the Commission in writing, concurrently with the filing of its annual comparative financial statements, that it is an approved foreign issuer as contained in section 69(3) $1,000,000 and imprisonment for three (3) years Up to $5,000,000 70(1)
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL LIABILITY MAY BE DISCHARGED BY PAYMENT OF AN ADMINISTRATIVE FINE—(Continued)

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
Misrepresentation by a reporting issuer in any document required to be filed with the Commission and delivered to security holders as required in Part V–Disclosure Obligations of Reporting Issuers Any senior officer of a reporting issuer convicted of any of the following offences, who knowingly or recklessly authorised, permitted or acquiesced in the— Failure of a reporting issuer to prepare, file and disseminate an annual report as contained in section 63 Failure of a reporting issuer to publish a notice describing the nature and substance of a material change within the prescribed time as contained in
section 64(1)(a)
Failure of a reporting issuer to file a material change report with the Commission within the prescribed time as contained in
section 64(1)(b)
Failure of a reporting issuer to prepare and file audited annual comparative statements as contained in
section 65(1)
$1,000,000 and imprisonment for three (3) years $500,000 and imprisonment for two (2) years Up to $5,000,000 Up to $5,000,000 70(1) 70(2)

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
Failure of a reporting issuer to have an audit committee as contained in section 65(5) Failure of a reporting issuer to prepare, file and disseminate interim financial statements as contained in section 66 Failure of a reporting issuer to send a prescribed form of proxy to each holder of voting securities who is entitled to receive notice of the meeting concurrently with giving a notice of the meeting as contained in
section 68(1)
Failure of a reporting issuer to file a copy of a proxy circular or dissident’s proxy circular concurrently with mailing as contained in
section 68(3)
Failure of a reporting issuer which is an approved foreign issuer to certify annually to the Commission in writing, concurrently with the filing of its annual comparative financial statements, that it is an approved foreign issuer as contained in section 69(3) Misrepresentation by a reporting issuer in any document required to be filed with the Commission and delivered to security $500,000 and imprisonment for two (2) years Up to $5,000,000 70(2)
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL LIABILITY MAY BE DISCHARGED BY PAYMENT OF AN ADMINISTRATIVE FINE—(Continued)

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Up to
$5,000,000
Up to
$5,000,000
Section General Description of Offence Criminal
Penalty
Administrative
Fine
70(2)
99 holders as required in Part V–Disclosure Obligations of Reporting Issuers

Knowingly or recklessly conducting transactions to create a false or misleading appearance of trading activity as contained in
section 91(1)
Knowingly or recklessly conducting transactions to create an artificial price, or to maintain at a level that is an artificial price for a security as contained in
section 91(2) and 91(3)
Knowingly or recklessly conducting a transaction that does not involve a change in the beneficial ownership of securities with the intention of maintaining, increasing, reducing, stabilising, or causing fluctuations in the price of securities traded on a securities market as contained in section 92(a) Knowingly or recklessly conducting a fictitious or artificial transaction with the intention of maintaining, increasing, reducing, stabilising, or causing fluctuations in the price of securities traded on a securities market as contained in section 92(b) $500,000 and imprisonment for two (2) years $2,000,000 and five (5) years imprisonment

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
99 Knowingly or recklessly disclosing, circulating or disseminating information which contains a misrepresentation to induce another person to buy, sell or otherwise trade in securities as contained in
section 93
Conducting transactions that will result in, or contribute to a misleading appearance of trading activity in, or an artificial price for a security as contained in section 94 Employing a device with intent to defraud or mislead in connection with trading in securities as contained in
section 95
Employment of any device, scheme or artifice with the intent to defraud or deceive in connection with a trade in securities as contained in
section 95(a)
Engaging in an act, practice or course of business which is fraudulent or deceptive, or would operate as a fraud or deception in connection with trading in securities as contained in section 95(b) Making untrue statements of a material fact or omitting to state a material fact with intent to mislead in connection with trading $2,000,000 and five (5) years imprisonment Up to $5,000,000
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL LIABILITY MAY BE DISCHARGED BY PAYMENT OF AN ADMINISTRATIVE FINE—(Continued)

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
99
107(4)
138 in securities as contained in
section 95(c)
Engaging in excessive trading as contained in
section 96
Making unsuitable recommendations and failing to disclose conflicts or potential conflicts of interest as contained in
section 98(1)
Publishing a research report not intended for a specific client and which recommends a trade in security, without disclosing a conflict of interest, as contained in section 98(2) Failure by a broker-dealer to establish proper client accounts on behalf of any person, other than another broker-dealer, for the purchase or sale of securities, as contained in
section 107(1)
Withdrawal from client accounts by a broker-dealer, except for the purpose of making payment on behalf of, or to the person for whom it was established, as contained in section 107(2) Failure of a person connected to a reporting issuer to disclose beneficial ownership of securities of $2,000,000 and five (5) years imprisonment $500,000 and imprisonment for two (2) years $500,000 and imprisonment for two (2) years Up to $5,000,000 Up to $5,000,000 Up to $5,000,000

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
138 the reporting issuer, as contained in section 136(1) Failure of a person connected to a reporting issuer to disclose changes in beneficial ownership of securities of the reporting issuer, after filing an initial report of beneficial ownership, as contained in
section 136(2)
*Transfer of securities of a reporting issuer held by a person connected to the reporting issuer to another person without filing a report with the Commission, as contained in section 136(3) Failure of a reporting entity to establish and maintain a register of beneficial owners in accordance with
section 136A(1)
Removal of beneficial ownership information from the register contrary to the prescribed time as contained in section 136A(2) $500,000 and imprisonment for two (2) years Up to $5,000,000
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL LIABILITY MAY BE DISCHARGED BY PAYMENT OF AN ADMINISTRATIVE FINE—(Continued)

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Section General Description of Offence Criminal
Penalty
Administrative
Fine
151
165(1)(a)
Failure of a reporting entity to take reasonable steps to ascertain, obtain and verify all required information pertaining to its beneficial owners pursuant to
section 136A(3)
Failure of a reporting entity to disclose beneficial ownership information to the Commission as contained in
section 136A(5)
Failure of a reporting entity to disclose changes to beneficial ownership information in accordance with section 136A(6) Knowingly or recklessly making a false statement or filing a false report or failing to supply any particulars which are required to be supplied to the Commission pursuant to sections 136, 136A and 137 Failure or refusal to attend before the Commission or failure or refusal to provide information to the Commission Knowingly or recklessly makes a misrepresentation in contravention of the Act

$2,000,000 and five (5) years imprisonment Up to $5,000,000 Up to $5,000,000

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SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL LIABILITY MAY BE DISCHARGED BY PAYMENT OF AN ADMINISTRATIVE FINE—(Continued)
Section General Description of Offence Criminal
Penalty
Administrative
Fine
165(1)(c)
165(2)
165A(2)
165A(3)
165A(4)
Carrying on business or activities as a selfregulatory organisation without registration with the Commission as prescribed in section 36 of the Act Failure to file with the Commission a prospectus for a security that is to be traded and deemed a distribution Contravention of an order of the Commission Failure to file with the Commission a prospectus for a security that is to be traded and deemed a distribution Establishes or operates a prohibited scheme Knowingly participates in a prohibited scheme Knowingly advertises or invites any other person to a prohibited scheme $2,000,000 and imprisonment for five (5) years $500,000 and imprisonment for two (2) years Ten million dollars and to imprisonment for ten years Five million dollars and to imprisonment for five years Two million dollars and to imprisonment for three years Up to $5,000,000 Up to $5,000,000 Up to $5,000,000 Up to $5,000,000 Up to $5,000,000

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SUBSIDIARY LEGISLATION
SECURITIES (GENERAL) BYE-LAWS
ARRANGEMENT OF BYE-LAWS
BYE-LAW
PART I
PRELIMINARY

Citation.
Interpretation.
Financial statements.
Fees.
Forms.
Fit and proper requirements.
Prescribed definitions.
Market capitalisation of approved foreign issuers.
Standards of solvency.
PART II
THE TRINIDAD AND TOBAGO SECURITIES AND EXCHANGE COMMISSION
Application.
General conduct.
Reporting to the Minister or Commission.
Disclosure of interest.
Filing of documents with Commission.
PART III
THE TRINIDAD AND TOBAGO STOCK EXCHANGE AND OTHER SELF-REGULATORY ORGANISATIONS
Application for registration as a self-regulatory organisation.
Prescribed records for self-regulatory organisations.
PART IV
REGISTRANTS
Designated person.

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[Subsidiary] Securities (General) Bye-laws 212 Chap. 83:02 Securities
18. Application for registration as a broker-dealer.
19. Application for registration as investment adviser.
20. Application for registration as an underwriter.
21. Registration of registered representatives.
22. Requirements for registration of registered representatives.
23. Application for sponsored broker-dealer or investment adviser.
24. Approval of substantial shareholders.
25. Registration statement.
26. Distribution statement.
PART V
OBLIGATIONS OF REGISTRANTS AND SELFREGULATORY ORGANISATIONS
27. Capital requirements and notification.
28. Quarterly calculation of capital requirements.
29. Record-keeping by registrants.
30. Adequate precautions and access.
31. Records of original entry.
32. Ledgers.
33. Ledger account.
34. Securities record.
35. Order and instructions.
36. Confirmation and notice.
37. Cash and margin account.
38. Option records.
39.
40.
41. Financial statements to customer by registrants.
42. Education and training.
43. Standards of investment for filing.
44. Statements of accounts.
45. Acknowledgement of record entry transfers in contract.
ARRANGEMENT OF BYE-LAWS—Continued BYE-LAW (Revoked by Act No. 7 of 2025). }

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Securities (General) Bye-laws [Subsidiary]
46. Branch offices.
47. Filing of annual report.
48. Annual comparative financial statements.
49. Certificate of annual and interim comparative financial statements
for collective investment schemes.
50. Management discussion and analysis.
51. Acceptable accounting principles.
52. Filing of material sent to security holders or filed abroad.
53. Notification of changes.
PART VI
MARKET CONDUCT AND REGULATION
54. Trading confirmations.
55. Client accounts.
56. Trades conducted other than through a securities exchange.
57. Separate supervision of accounts and pooling.
58. Segregation of client’s securities.
59. Improper use of client’s assets.
60. Know your client.
61. Suitability obligation.
62. Discretionary trading.
63. Executing order, name or code.
64. Supervision, compliance and risk management systems.
65. Complaints.
PART VII
CONFLICTS OF INTEREST
66. Related parties of registrants.
67. Conflict of interest rules statement.
68. Limitations on trading-related parties of registrants.
69. Limitations on advising-related parties of registrants.
70. Limitations on the exercise of discretion-related party of a
registrant.
71. Confirmation and reporting of transactions in securities of a related
party of a registrant.
BYE-LAW

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PART VIII
DISTRIBUTIONS
72. Advertisement in connection with a distribution.
73. Advertisement in connection with certain exempt distributions.
74. Risk disclosure statement for asset-backed securities.
75. Resale restriction statement.
76. Submission to jurisdiction for approved foreign issuers.
77. Marketing restrictions for prospectus offerings.
78. Advice to individual accredited purchasers.
79. Post-distribution statements.
PART IX
SIMPLIFIED CLEARING FACILITIES
80. Notice to clearing agency of closing of securities register.
PART X
DEALINGS BY PERSONS CONNECTED WITH ISSUERS
81. Report by persons connected to a reporting issuer.
PART XI
CONTINGENCY FUND AND SETTLEMENT
ASSURANCE FUND
82. Definitions and application.
83. Purpose of funds—contingency fund and settlement assurance fund.
84. Administration of fund.
85. Power of trustees.
86. Obligatory rules of governance.
87. Accounting for the fund.
88. Appointment of auditors.
89. Refusal of claims.
90. Winding up of fund.
ARRANGEMENT OF BYE-LAWS—Continued BYE-LAW

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Securities (General) Bye-laws [Subsidiary]
PART XII
AUDITORS
91. Acceptable auditors.
92. Qualifications of auditors.
93. Criteria for independence of auditors.
94. Limit on time frame of auditor for SRO or registrants.
95. Restriction on activities provided by auditors to SRO or registrants.
96. Appointment of auditor by the Commission.
97. Notification in respect of auditors.
98. Notice on resignation of auditor.
99. Notice of removal of auditor.
100. Appointment of replacement auditor.
PART XIII
MISCELLANEOUS
101. Imposition of penalty.
102. Securities Industry Bye-laws revoked.
SCHEDULE 1—Fees.
SCHEDULE 2—Fit and Proper Requirements.
SCHEDULE 3—Notifications Requirements.
BYE-LAW

[Subsidiary]
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SECURITIES (GENERAL) BYE-LAWS made under section 148
PART I
PRELIMINARY

These Bye-laws may be cited as the Securities (General)
Bye-laws.
In these Bye-laws, “the Act” means the Securities Act.
The financial statements required under the Act and
these Bye-laws shall—
(a) be prepared in accordance with financial reporting standards; (b) include, but are not limited to— (i) a statement of financial position; (ii) a statement of comprehensive income; (iii) a statement of changes in equity; (iv) a statement of cash flows; (v) notes, comprising a summary of significant accounting policies and other explanatory information; (vi) a statement of financial position as at the beginning of the earliest comparative period when an entity applies an accounting policy retrospectively, or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in its financial statement; and (vii) any other statement or financial information that may be associated with the industry of operation; [41/2015 7 of 2025]. Citation. Interpretation. Ch. 83:02. Financial statements.

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Securities (General) Bye-laws [Subsidiary] (c) unless otherwise provided for in these Byelaws, be certified— (i) for interim financial statements, by the directors of the registrant or selfregulatory organisation, and the certification shall be evidenced by the signature of the chief executive officer or other senior officer duly authorised by the board of directors to sign on behalf of the registrant or self-regulatory organisation on the approved form; or (ii) for annual audited financial statements, by the signatures of two directors of the registrant or self-regulatory organisation duly authorised to signify the certification on the approved form.
4. The fees payable under the Act and these Bye-laws are
those set forth in Schedule 1.
5. The approved forms referred to in the Act and these
Bye-laws are such forms as the Commission may determine.
6. The criteria used to assess whether a person is fit and
proper for the purposes of the Act and these Bye-laws are those set forth in Schedule 2.
7. For the purposes of these Bye-laws—
(a) “accountant” means an individual who is a member in good standing with the Institute of Chartered Accountants of Trinidad and Tobago or such equivalent body in a foreign jurisdiction and meets any other requirements as the Commission may approve; (b) “advising representative” means a person employed by, or acting for, a registrant registered under section 51(1)(a) or (b), who Fees.
Schedule 1.
Forms.
Fit and proper requirements.
Schedule 2.
Prescribed definitions.

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[Subsidiary] Securities (General) Bye-laws performs the activities of an investment adviser on behalf of that registrant registered under section 51(1)(a) or (b); (c) “associate representative” means a person employed by, or acting for, a registrant registered under section 51(1) who— (i) is supervised by an advising representative, brokering representative, or underwriting representative; and (ii) performs the class of business activities for which such registrant is registered; (d) “brokering representative” means a person employed by, or acting for, a registrant registered under section 51(1)(a), who performs the activities of a broker-dealer on behalf of that registrant registered under section 51(1)(a); (e) “Former Bye-laws” means the Securities Industry Bye-laws, repealed by these General Bye-laws; (f) “regulatory capital” means— (i) cash or cash equivalents held in a financial institution; (ii) money market accounts of a collective investment scheme in Trinidad and Tobago; (iii) the market value of securities of the Government of Trinidad and Tobago; or (iv) assets held in such other form as approved by the Commission, which is free and clear of any encumbrances; and (g) “underwriting representative” means a person employed by, or acting for, a registrant registered under section 51(1)(a) or (c), who 102/1997.

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Securities (General) Bye-laws [Subsidiary] performs the activities of an underwriter on behalf of that registrant registered under
section 51(1)(a) or (c).
8. (1) For the purposes of section 69(1)(a) of the Act, the
prescribed market capitalisation is five hundred million dollars and shall be equal to the aggregate market value of the outstanding equity securities of the issuer calculated by multiplying— (a) the total number of equity securities of each class outstanding on the day the issuer became a reporting issuer under the Act; and (b) the closing price of each class of equity securities outstanding on the principal foreign securities exchange upon which such equity securities are traded on the day set forth in paragraph (1)(a), or the immediately preceding day on which trading took place on such foreign securities exchange if the class of equity securities did not trade on the last day of the most recently completed financial year of the foreign issuer. (2) For the purposes of section 80(2)(c) of the Act, the prescribed market capitalisation is five hundred million dollars and shall be equal to the aggregate market value of the outstanding equity securities of the issuer calculated by multiplying— (a) the total number of equity securities of each class outstanding on the relevant date; and (b) the closing price of each class of equity securities outstanding on the principal foreign securities exchange upon which such equity securities are traded on the relevant date, or the immediately preceding day on which trading took place on such foreign securities exchange if the class of equity securities did not trade on the relevant date. Market capitalisation of approved foreign issuers.

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9. (1) For the purposes of reviewing the solvency of any
person required to be registered under the Act and these Byelaws, a person has failed to observe the standards of solvency when, at any time, there are reasonable grounds to believe that— (a) the person is unable to pay his liabilities as they become due; or (b) the realisable value of the assets of the person is less than the aggregate of— (i) its liabilities; and (ii) its stated capital. (2) In addition to the standards of solvency required by paragraph (1), the Commission may require a person required to be registered under the Act and these Bye-laws to maintain such minimum level of capital as it may deem necessary.
PART II
THE TRINIDAD AND TOBAGO SECURITIES AND EXCHANGE COMMISSION Division 1—Conduct
10. (1) Bye-laws 11 and 12 apply to each member of the
Commission, the Chief Executive Officer, and each officer, clerk or other person who is employed by the Commission or who holds office or an appointment under the Act or any person to whom any authority has been delegated by the Commission. (2) Bye-laws 11 and 12 do not apply to transactions in personal promissory notes or securities issued by, or guaranteed by a government entity.
11. No person to whom this Bye-law applies shall—
(a) engage directly or indirectly in any personal business transaction or private arrangement for personal profit or the avoidance of a loss which accrues from, or is based upon his official position or authority or upon confidential or non-public information which he gains by reason of such position or authority; Standards of solvency. Application. General conduct.

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Securities (General) Bye-laws [Subsidiary] (b) act in a manner that might result in, or create the appearance of— (i) a public office being used for private benefit, gain or profit or the avoidance of a loss; (ii) having received preferential treatment other than as provided for in the Act; (iii) a loss of independence or impartiality of such person; or (iv) a loss of public confidence in the integrity of the Commission; (c) divulge or release, in advance or otherwise, confidential, non-public or official information to any person unless authorised under the Act; (d) divulge or release at any time after the termination of his office, appointment or employment with the Commission, or the completion of any matter delegated to him, confidential, non-public or official information to any person unless authorised under the Act; (e) act as an official in a matter in which the person has a material direct or indirect personal interest whether pecuniary or not; (f) be involved, directly or indirectly, in any business or financial affairs which may conflict with his duties or responsibilities; or (g) hold office in, or be a director of a registrant or self-regulatory organisation.
12. (1) At the time of taking office or employment with the
Commission, a person referred to in Bye-law 10(1) shall provide a report disclosing his direct and indirect beneficial ownership of, or control or direction over, securities of registrants and selfregulatory organisations— (a) in the case of members of the Commission, to the Minister; and Reporting to the Minister or Commission.

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[Subsidiary] Securities (General) Bye-laws (b) in the case of all other such persons to whom this Bye-law applies, to the Commission. (2) Each member of the Commission shall report to the Minister, and every other person to whom this Bye-law applies shall report to the Commission, within five business days from the day on which a change takes place in his direct or indirect beneficial ownership of, or control or direction over, securities of a reporting issuer, disclosing— (a) his direct and indirect beneficial ownership of, or control or direction over, securities of a reporting issuer, at the end of that month; and (b) the change or changes that occurred during that month. (3) Where the change in ownership in paragraph (2) relates to an interest in a collective investment scheme, each member of the Commission shall report to the Minister, and every other person to whom this Bye-law applies shall report to the Commission— (a) every three months where the change is part of a regularly scheduled, recurring pattern; and (b) within five business days from the day on which the change took place for any change other than in paragraph (a).
13. Every person referred to in Bye-law 10(1) who—
(a) has any interest in a security of a reporting issuer, or any personal interest in any issuer or project that is the subject of, or part of the subject of any matter assigned to him as part of, his duties; or (b) had prior employment or other relationship to any person or project which may prejudice or affect his work, independence or impartiality on any assignment, shall, if he is a member of the Commission, advise the Minister, or in any other case, advise the Commission. Disclosure of interest.

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Securities (General) Bye-laws [Subsidiary] Division 2—Filings with the Commission
14. (1) Documents expressly required to be filed with the
Commission shall be filed by—
(a) mailing or delivering such documents to the address of the Commission; or (b) providing to the Commission an electronic version of such documents in a format as may be required by the Commission. (2) A document filed with the Commission under paragraph (1)(a) shall be deemed to be filed on the day which is the earlier of its actual receipt by the Commission and the day which such document is postmarked. (3) A document filed with the Commission under paragraph (1)(b) shall be deemed to be filed on the day on which it is received by the Commission.
PART III
THE TRINIDAD AND TOBAGO STOCK EXCHANGE AND OTHER SELF-REGULATORY ORGANISATIONS
15. (1) Application for registration, renewal or reinstatement
as a self-regulatory organisation under Part III of the Act shall be made on the approved form. (2) Every self-regulatory organisation shall have a designated person responsible for the discharge of its obligations under the Act who shall be the primary contact with respect to all matters related to the Commission and who shall be a senior officer of the self-regulatory organisation. (3) Every self-regulatory organisation shall notify the Commission— (a) within three months of the coming into force of these Bye-laws, of the person designated under paragraph (2); and (b) forthwith, of any change in the designated person. Filing of documents with Commission. Application for registration as a selfregulatory organisation.

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16. (1) A self-regulatory organisation shall prepare and keep—
(a) in the case of a self-regulatory organisation that is a securities exchange, a record of all orders or transactions in securities effected through the facilities of that securities exchange and the record shall identify the buying and selling brokerdealers, the price, quantity and account numbers of the buyers and sellers of the securities; (b) in the case of a self-regulatory organisation that is a securities exchange, a record of all granting, refusal or restrictions on membership, including the reasons for granting, refusing or imposing conditions on the applicant; (c) in the case of a self-regulatory organisation that is a clearing agency, records that provide an audit trail of transactions cleared and settled through its facilities including the time the transaction was cleared and settled, the name and quantity of the security and the time of the transaction, identities and where appropriate, the roles of the parties to the transaction; (d) an annual report containing a management discussion and analysis and its annual audited comparative financial statements; (e) an annual audited report on the operations and financial conditions of a contingency fund or a settlement assurance fund maintained by the self-regulatory organisation; (f) a record of all disciplinary matters involving members of the self-regulatory organisation, detailing the nature of the matter, the names of members involved and the actions taken; and (g) a record of all written complaints made against the self-regulatory organisation or a member regardless of whether any disciplinary action was taken, detailing the nature of the complaint, the names of the members involved, and the action taken, if any. Prescribed records for selfregulatory organisations.

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Securities (General) Bye-laws [Subsidiary] (2) A self-regulatory organisation is required to file with the Commission the reports contained in Bye-law 16(1)(d) and (e) within one hundred and twenty days of its financial year end.
PART IV
REGISTRANTS
Division 1—General
17. (1) Every reporting issuer and registrant registered under
section 51(1) of the Act, shall have a designated person who shall
be the primary contact with respect to all matters related to the Commission and, where applicable, shall be a senior officer. (2) Every reporting issuer and registrant registered under section 51(1) of the Act shall notify the Commission of the person designated under paragraph (1) within three months of the coming into force of these Bye-laws. (3) Where a registrant is an entity constituted in trust form, the trustees or such other persons as may be approved by the Commission shall be responsible for the discharge of its obligations under the Act. Division 2—Registration under section 51 of the Act
18. (1) Every applicant for registration, renewal or
reinstatement to conduct the business activities of a brokerdealer shall— (a) be a company incorporated in Trinidad and Tobago or incorporated in any other designated foreign jurisdiction and registered in Trinidad and Tobago as an external company under the Companies Act; (b) have as its primary business an activity for which registration is required under section 51(1)(a) of the Act; (c) not have direct or indirect interests which may conflict with, or be likely to affect the conduct and integrity of its business as a broker-dealer; Designated person. Application for registration as a brokerdealer. Ch. 81:01.

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[Subsidiary] Securities (General) Bye-laws (d) satisfy the minimum capital requirements applicable to its class of business as set forth in Bye-law 27(1); (e) have at least two brokering representatives in its employ registered under Bye-law 21 who each have at least three years securities-related work experience; (f) pay the relevant fee; and (g) be fit and proper. (2) A person registered as a broker-dealer is deemed to be registered as an investment adviser. (3) A broker-dealer may perform the activities of an underwriter provided that— (a) the applicant has in its employ at least one underwriting representative registered under Bye-law 21; (b) the applicant pays the relevant fee; and (c) the applicant meets any other conditions as the Commission may require. (4) An application for registration under paragraph (1) shall be made on the approved form.
19. (1) Every applicant for registration, renewal or
reinstatement to conduct the business activities of an investment adviser shall— (a) in the case of an individual— (i) be at least twenty-one years of age; (ii) have a degree or professional qualification in economics, banking, law, accountancy, business administration, chartered secretaryship, finance or such other qualification or training from a university or other educational institution acceptable to the Commission; Application for registration as investment adviser.

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Securities (General) Bye-laws [Subsidiary] (iii) have at least three years securities-related work experience; (iv) pay the relevant fee; and (v) be fit and proper; or (b) in the case of a company— (i) be a company incorporated in Trinidad and Tobago or incorporated in any other designated foreign jurisdiction and registered in Trinidad and Tobago as an external company under the Companies Act; (ii) have as its primary business an activity for which registration is required under
section 51(1)(b) of the Act;
(iii) not have direct or indirect interests which may conflict with or be likely to affect the conduct and integrity of its business as an investment adviser; (iv) have at least two advising representatives in its employ registered under Bye-law 21 who each have at least three years securities-related work experience; (v) pay the relevant fee; and (vi) be fit and proper. (2) Subject to paragraph (3), the following persons may perform the business activities of an investment adviser without registration under Part IV of the Act— (a) an insurance company registered under the Insurance Act and any director, officer or employee thereof; (b) a financial institution and any director, officer or employee thereof; (c) an Attorney-at-law or an accountant; (d) a publisher of, or writer for, a newspaper, news magazine, or business or financial publication Ch. 81:01. Ch. 84:01.

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[Subsidiary] Securities (General) Bye-laws that is of general and paid circulation, distributed only to subscribers to it for value or to purchasers of it, who— (i) gives advice as an investment adviser either as such publisher or writer only, or as such publisher or writer and as an Attorney-at-law or an accountant; (ii) discloses in the publication any direct or indirect beneficial ownership or other interest which he has in any of the securities in respect of which he gives investment advice; (iii) discloses in the publication that he is not a registered investment adviser with the Commission; and (iv) receives no commission or other consideration, directly or indirectly, from the issuer of the securities, or any affiliate or associate of the issuer of the securities, in respect of which the investment advice was given. (3) The exemption under paragraph (2) is available to a person only if the performance of the services as an investment adviser is solely incidental to his principal business or occupation as stated in that paragraph. (4) An application for registration under paragraph (1)(a) shall be made on the approved form. (5) An application for registration under paragraph (1)(b) shall be made on the approved form.
20. (1) Every applicant for registration, renewal or
reinstatement to conduct the business activities of an underwriter shall— (a) be a company incorporated in Trinidad and Tobago or incorporated in any other designated Application for registration as an underwriter.

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Securities (General) Bye-laws [Subsidiary] foreign jurisdiction and registered in Trinidad and Tobago as an external company under the Companies Act; (b) have as its primary business an activity for which registration is required under section 51(1)(c) of the Act; (c) not have direct or indirect interests which may conflict with, or be likely to affect the conduct and integrity of its business as an underwriter; (d) satisfy the minimum capital requirements set forth in Bye-law 27(1); (e) have at least two underwriting representatives in its employ registered under Bye-law 21 who each have at least three years securities-related work experience; (f) pay the relevant fee; and (g) be fit and proper. (2) An underwriter may perform the business activities of an investment adviser without registration so long as the performance of the activities of an investment adviser is solely incidental to its functions as an underwriter. (3) An application for registration under paragraph (1) shall be made on the approved form.
21. (1) Every individual to whom section 51(2) of the Act
applies, shall be registered in one or more of the following categories:
(a) an advising representative;
(b) a brokering representative;
(c) an underwriting representative; or (d) an associate representative. (2) A registrant registered under section 51(1) of the Act shall submit a list of all registered representatives employed by, or acting on behalf of the registrant on the approved form Ch. 81:01. Registration of registered representatives.

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[Subsidiary] Securities (General) Bye-laws and pay the relevant fee upon its application to register, renew or reinstate under section 52(1) of the Act. (3) A registrant shall submit an approved form in respect of an individual who is to engage in any act, action or course of conduct in connection with, or incidental to the class of business for which that registrant is registered and pay the relevant fee where such individual is employed by, or acting on behalf of that registrant subsequent to the submission of the form required under paragraph (2). (4) The functions of a registered representative shall be restricted to the category of registration for which he is registered. (5) A registrant registered under section 51(1) of the Act shall maintain records evidencing that each registered representative employed by, or acting on behalf of the registrant meets the criteria specified in Bye-law 22.
22. (1) Every senior officer, agent or employee who is to be
registered under Bye-law 21(1)(a), (b) or (c) shall— (a) complete the approved form; (b) be an individual of at least twenty-one years of age; (c) have a degree or professional qualification in economics, banking, law, accountancy, business administration, chartered secretaryship, finance or such other qualification or training from a university or other educational institution acceptable to the Commission; (d) have at least two years working experience in a field specified in paragraph (c); and (e) be fit and proper. (2) A senior officer, agent or employee applying for registration under Bye-law 21(1)(d) shall— (a) complete the approved form; (b) be an individual of at least twenty-one years of age; (c) be fit and proper; and Requirements for registration of registered representatives.

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Securities (General) Bye-laws [Subsidiary] (d) be under the direct supervision of a registered advising, brokering or underwriting representative who is authorised to perform the class of activities for which the associate representative is being registered.
23. (1) Every applicant for registration under section 51(5)
of the Act shall—
(a) be an individual of at least twenty-one years of age; (b) not be registered to conduct the activities under
section 51(1) of the Act;
(c) not be the senior officer or employee of a registrant registered under section 51(1) of the Act; (d) be registered as an individual in the category of broker-dealer or investment adviser or any equivalent or similar category, under the securities legislation of a designated foreign jurisdiction, which registration shall be in good standing and not revoked, suspended or cancelled by the competent securities regulatory authority in the designated foreign jurisdiction; (e) at the time of the application not be the subject of any disciplinary proceedings by any selfregulatory organisation or competent securities regulatory authority in any jurisdiction; (f) be a senior officer or employee of a brokerdealer or investment adviser, or any equivalent or similar entity, registered under the securities legislation of a designated foreign jurisdiction, which registration shall be in good standing and not revoked, suspended or cancelled by the competent securities regulatory authority in the designated foreign jurisdiction; and (g) be fit and proper. Application for sponsored broker-dealer or investment adviser.

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[Subsidiary] Securities (General) Bye-laws (2) An application for registration under paragraph (1) shall be made on the approved form and accompanied by— (a) a letter from a broker-dealer or investment adviser registered under section 51(1) of the Act wherein the broker-dealer or investment adviser agrees to sponsor the applicant for registration under section 51(5) of the Act; (b) evidence of due registration in good standing in a designated foreign jurisdiction required under paragraph (1)(d) and (f); and (c) the relevant fee. (3) The broker-dealer or investment adviser, identified in paragraph (2)(a), shall be responsible for the discharge of the obligations of the sponsored broker-dealer or investment adviser whom it agrees to sponsor pursuant to paragraph (2)(a) as an applicant under section 51(5) of the Act and these Bye-laws in respect of the activities which the applicant conducts in the securities market in Trinidad and Tobago. (4) A person registered under section 51(5) of the Act shall not engage in the business and activities of a broker-dealer or investment adviser in Trinidad and Tobago for more than ninety days in any one calendar year. Division 3—Registration under section 54 of the Act
24. (1) An application for approval under section 54 of the
Act shall be made on the approved form.
(2) In determining whether an applicant should be approved to become a substantial shareholder under section 54 of the Act, the Commission shall take into account— (a) if an individual, whether he— (i) is at least twenty-one years of age; and (ii) is fit and proper; or (b) if an entity, whether it is fit and proper. Approval of substantial shareholders.

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Securities (General) Bye-laws [Subsidiary] Division 4—Registration and Distribution Statements under sections 61 and 62
25. (1) A registration statement under section 61(1) or a
revised registration statement under section 61(2) of the Act shall be in the approved form and shall be accompanied by such documents as the Commission may require and the relevant fee. (2) The notification of a limited offering pursuant to sections 61(4)(a)(i) and 62(9)(a)(i) of the Act shall be on the approved form.
26. A distribution statement required under section 62(2) of
the Act shall be in the approved form and shall be accompanied by such documents as the Commission may require and the relevant fee.
PART V
OBLIGATIONS OF REGISTRANTS AND SELFREGULATORY ORGANISATIONS Division 1—Registrants under section 51(1) of the Act and self-regulatory organisations
27. (1) A registrant registered under section 51(1) of the Act
shall maintain at all times capital levels as follows:
(a) in the case of a broker-dealer— (i) that only conducts the business of effecting transactions in securities for the account of others, minimum capital of two million dollars, of which at least one million dollars shall be regulatory capital; or (ii) that conducts the business of effecting transactions in securities for the account of others or buying and selling securities for his own account and who holds himself out as willing to buy and sell securities at prices specified by him, Registration statement. Distribution statement. Capital requirements and notification.

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[Subsidiary] Securities (General) Bye-laws minimum capital of five million dollars, of which at least two million dollars shall be regulatory capital; (b) in the case of a broker-dealer that also conducts the activities of an underwriter, minimum capital of six million dollars, of which at least three million shall be regulatory capital; (c) in the case of an underwriter, minimum capital of five million dollars, of which at least two million dollars shall be regulatory capital; or (d) in the case of an investment adviser, minimum capital of fifty thousand dollars, all of which shall be regulatory capital. (2) The capital levels set forth in paragraph (1) are the prescribed levels of capitalisation for the purpose of section 57(1)(f) of the Act. (3) The capital levels that shall be applied to registrants specified in this Bye-law may be determined by the Commission in accordance with international standards and modified from time to time by order of the Commission.
28. (1) A registrant registered under section 51(1) of the
Act shall file with the Commission within thirty business days following the end of each quarterly period in the financial year of such registrant— (a) a statement— (i) setting forth the capital levels of the registrant as at the last day of the end of such quarterly period; and (ii) setting forth the calculation utilised to determine the capital levels disclosed in paragraph (1)(a)(i); (b) a certificate of a senior officer of the registrant confirming the accuracy of the statement required by paragraph (1)(a); Quarterly calculation of capital requirements.

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Securities (General) Bye-laws [Subsidiary] (c) a statement of any additions or withdrawals of equity capital within the quarterly period.
29. (1) A registrant or self-regulatory organisation shall,
where applicable, maintain records in a manner that permits it to be provided promptly to the Commission and such records shall— (a) clearly record all of its business transactions and financial affairs that are conducted in Trinidad and Tobago; (b) permit the timely creation and audit of financial statements and other financial information required to be filed or delivered to the Commission; (c) permit the determination of the registrant’s capital position; (d) demonstrate compliance with the registrant’s capital and insurance requirements; (e) demonstrate compliance with the registrant’s policies and procedures, including internal control procedures; (f) permit the identification and segregation of client assets, cash, securities and other property; (g) identify all transactions conducted on behalf of the registrant and each of its clients, including the parties to the transaction and the terms of purchase or sale; (h) provide an audit trail for— (i) client instructions and orders; and (ii) each trade transmitted or executed for the account of a client or the registrant; (i) permit the creation of account activity reports for clients; (j) demonstrate compliance with client account opening requirements; (k) document correspondence and other communication with clients; Record-keeping by registrants.

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[Subsidiary] Securities (General) Bye-laws (l) document complaints and disciplinary matters; (m) document compliance and supervisory actions taken by the registrant; and (n) demonstrate compliance with the registrant’s obligations under the Act and these Bye-laws. (2) The books and records required to be kept in accordance with the Act and these Bye-laws shall be kept in English— (a) in Trinidad and Tobago; or (b) where the registrant is domiciled in a jurisdiction outside of Trinidad and Tobago, such books and records may be kept in a designated foreign jurisdiction, subject to the approval of the Commission and on such terms and conditions as the Commission may require.
30. A registrant or self-regulatory organisation may only
record or store information using mechanical, electronic or other devices if— (a) the method used is not prohibited by law; (b) the registrant or self-regulatory organisation takes adequate precautions, appropriate to the methods used, to guard against falsification of, or tampering with, the information recorded or stored; and (c) the registrant or self-regulatory organisation provides a means for making the information available in an accurate and easily understood form within a reasonable time to any person lawfully entitled to examine the information.
31. A registrant registered under section 51(1) of the Act as
a broker-dealer or underwriter shall keep records of original entry which shall contain an itemised daily record of— (a) all purchases and sales of securities; (b) all receipts and deliveries of securities including certificate numbers; Adequate precautions and access. Records of original entry.

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Securities (General) Bye-laws [Subsidiary] (c) all receipts and disbursements of cash; (d) all other debits and credits; (e) the account for which each transaction was effected; (f) the name of the securities to which each transaction recorded applies, their class or designation, and their number or value; (g) the unit purchase or sale price, if any; (h) the aggregate purchase or sale price, if any; (i) the trade date and the name or other designation of the person from whom the securities were purchased or received, or to whom they were sold or delivered; (j) whether or not the registrant acted as principal or agent in respect of each transaction it effected; and (k) the name of the market in which a trade took place.
32. A registrant registered under section 51(1) of the Act
as a broker-dealer shall keep ledgers or other records which shall reflect— (a) in detail, the assets, liability and capital accounts and the income and expenditure accounts; (b) securities in transfer; (c) dividends and interest received; (d) securities borrowed and securities loaned; (e) money borrowed and money loaned, together with a record of related collateral and substitutions in the collateral; and (f) securities that the registrant should have, but has not received, or has failed to deliver. Ledgers.

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[Subsidiary] Securities (General) Bye-laws
33. Ledger accounts of a registrant required to be kept by
Bye-law 32 shall be itemised separately showing— (a) each cash and margin account of each client; (b) all purchases, sales, receipts and deliveries of securities and commodities for the account; and (c) all other debits and credits to the account.
34. A registrant registered under section 51(1) of the Act as a
broker-dealer shall keep a securities record which shall show separately for each security, as at the trade date or settlement date— (a) all long or short positions, including securities in safekeeping, carried for the account of the registrant, or for the account of clients; (b) the location of all securities long, and the position offsetting securities short; and (c) in all cases, the name or designation of the account in which each position is carried.
35. A registrant registered under section 51(1) of the Act as
a broker-dealer shall keep a record of each order and any other instructions given or received, for the purchase or sale of securities, whether executed or not, and shall show with respect to each order and instruction— (a) its terms and conditions; (b) any modification or cancellation of it; (c) the account to which it relates; (d) where it is placed by an individual, other than— (i) the person in whose name the account is operated; or (ii) the individual who is duly authorised to place orders or instructions on behalf of a client that is a company, the name or designation of the individual placing it; Ledger account. Securities record. Order and instructions.

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Securities (General) Bye-laws [Subsidiary] (e) its time of entry and, where applicable, a statement that it is entered under the exercise of a discretionary power of the registrant or an employee of the registrant; (f) the price at which it was executed; and (g) the time of its execution or cancellation.
36. A registrant registered under section 51(1) of the Act as
a broker-dealer shall keep a record of confirmations and notices which shall consist of— (a) a copy of every confirmation for each purchase and sale of securities required by section 109 of the Act; and (b) a copy of every notice of all other debits and credits of securities, cash and other items for the accounts of clients.
37. A registrant registered under section 51(1) of the Act as
a broker-dealer shall keep a record of cash and margin accounts which shall show, with respect to each cash account and margin account for each client— (a) the name and address of the beneficial owner of the account and of the guarantor, if any; (b) where the trading instructions are accepted from a person other than the client, written authorisation or ratification from the client naming that person; and (c) in the case of a margin account, an executed margin agreement containing the signature of the beneficial owner and the guarantor, if any, and any additional information required under Bye-law 54, but in the case of a joint account or an account of a company, the record is required only in respect of the person duly authorised to transact business for the account. Confirmation and notice. Cash and margin account.

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[Subsidiary] Securities (General) Bye-laws
38. A registrant registered under section 51(1) of the Act as
a broker-dealer shall keep an options record which shall show— (a) all puts, calls, spreads, straddles and other options— (i) in which the registrant has any direct or indirect interest; or (ii) granted or guaranteed by the registrant; and (b) the identification of the securities to which the put, call, spread, straddle or other option relates. 39. 40.
41. A registrant registered under section 51(1) of the Act shall—
(a) when requested by a client—
(i) forthwith provide the client with a copy of the most recently prepared audited financial statements of the registrant, as filed with the Commission or self-regulatory organisation of which the registrant is a member; and (ii) a list of the names of the senior officers of the registrant, prepared and certified as of a date not more than thirty days after the request; and (b) inform its clients on every statement of account or by other means approved by the Commission that the audited financial statements referred to in paragraph (a) are available on request.
42. A registrant registered under section 51(1) of the Act
shall ensure that its employees, senior officers and other agents have such education and training as are reasonably necessary to ensure that its business as a registrant is conducted ethically and in accordance with industry practice. Option records. Financial statements to customer by registrants. Education and training. (Revoked by Act No. 7 of 2025). }

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43. (1) A registrant registered under section 51(1) of the Act
shall develop written policies that maintain standards ensuring fairness in the allocation of investment opportunities among its clients. (2) A registrant registered under section 51(1) of the Act shall submit a copy of its policies developed pursuant to paragraph (1) to the Commission upon request by the Commission. (3) A registrant registered under section 51(1) of the Act shall provide a copy of its policies referred to in paragraph (1) to each client at the time he becomes a client of the registrant.
44. (1) Where a client has a debit or credit balance with a
registrant registered under section 51(1) of the Act as a brokerdealer, or a registrant registered under section 51(1) of the Act as a broker-dealer is holding securities of a client, the registrant shall send a statement of account to that client at the end of each month in which the client effects a transaction. (2) Where a registrant registered under section 51(1) of the Act as a broker-dealer is holding funds or securities of a client on a continuing basis, the registrant shall forward, not less than once in every three months, a statement of account to the client showing— (a) in the case of funds, any debit or credit balance; and (b) in the case of securities, the details of any securities held. (3) A statement of account sent under paragraph (1) or (2) shall indicate clearly which securities are held for safekeeping.
45. A registrant registered under section 51(1) of the Act as
a broker-dealer shall obtain a written acknowledgment from each client that any securities beneficially owned by the client may be kept by means of record entries with a clearing agency.
46. (1) A registrant registered under section 51(1) of the Act
shall apply in accordance with section 56(6) of the Act for the registration of a new branch office, where it proposes to conduct Standards of investment for filing. Statements of accounts. Acknowledgement of record entry transfers in contract. Branch offices.

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[Subsidiary] Securities (General) Bye-laws Filing of annual report. Annual comparative financial statements. the categories of business for which it is registered at that branch office and the application shall be accompanied by such documents as the Commission may require and the relevant fee. (2) The Commission may approve a branch office in Trinidad and Tobago, on such terms and conditions as it considers appropriate. Division 2—Registrants under section 61 of the Act
47. For the purpose of section 63(a) of the Act, an annual
report of a reporting issuer shall— (a) contain the annual comparative financial statements; (b) contain a management discussion and analysis and such other information as the Commission may require; and (c) be filed with the Commission annually within one hundred and twenty days of the financial year end of the reporting issuer.
48. (1) For the purposes of section 65(1) of the Act, the
annual comparative financial statements of a reporting issuer shall be audited and shall be filed with the Commission annually within ninety days of the financial year end of the reporting issuer. (2) In addition to the requirements set forth in Bye-law 3, the annual comparative financial statements of a reporting issuer that is a collective investment scheme shall include a statement of changes in net assets attributable to holders of redeemable shares. (3) In addition to the requirements set forth in Bye-law 3, the interim financial statements of a reporting issuer that is a collective investment scheme shall include a statement of changes in net assets attributable to holders of redeemable shares for the periods specified in section 66(1) of the Act. (4) Notwithstanding paragraphs (2) and (3) the content of the financial statements for a reporting issuer that is a collective investment scheme may be varied or amended in such manner as may be determined by the Commission from time to time.

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49. The annual and interim comparative financial statements
of a reporting issuer that is a collective investment scheme shall be certified, if the reporting issuer is organised or constituted— (a) as a company, by the directors of the reporting issuer, and the approval shall be evidenced by the signatures of two directors duly authorised to signify the approval; (b) as a trust, by the trustees of the reporting issuer, and the approval shall be evidenced by the signatures of two trustees duly authorised to signify the approval; and (c) other than as a company or a trust, by any two persons authorised to sign on behalf of the reporting issuer, and the approval shall be evidenced by the signatures of two such persons duly authorised to signify the approval.
50. (1) The management discussion and analysis of a
reporting issuer shall include a discussion of the following items for the financial year of the reporting issuer for which the management discussion and analysis is being prepared, and a comparative discussion for the financial year immediately preceding such financial year:
(a) the overall performance of the reporting issuer including— (i) its year-end financial condition, its results of operations, and cash flows; (ii) general industry and economic factors affecting the reporting issuer; and (iii) changes in the business during the financial year and how those changes have impacted financial condition and performance; (b) the results of operations for the reporting issuer, including, where applicable— (i) net sales or revenues for the financial Certificate of annual and interim comparative financial statements for collective investment schemes. Management discussion and analysis.

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[Subsidiary] Securities (General) Bye-laws year, including the impact of new goods or services and factors affecting changes in sales; (ii) cost of sales; (iii) expenditures in the financial year including research and development, administration and marketing costs, and other material expenses; (iv) trends, commitments, events, risks or other factors that the reporting issuer believes may materially affect the future results of operations of the reporting issuer; and (v) unusual or infrequent factors or transactions which affected results of operations for the financial year; (c) the liquidity position of the reporting issuer, including— (i) the cash and cash equivalents of the reporting issuer in both the short and long term, and the sufficiency of such cash and cash equivalents to meet planned goals and objectives; (ii) working capital requirements; (iii) working capital deficiencies, and the reporting issuer’s plans to deal with such deficiencies; (iv) the impact of balance sheet items or cash flows on the liquidity or working capital position of the reporting issuer; and (v) defaults on any debt obligations and the effect of such defaults on the reporting issuer;

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Securities (General) Bye-laws [Subsidiary] (d) the capital resources of the reporting issuer including— (i) the amount, nature and purpose of capital expenditures required; (ii) the sources of funds to meet capital requirements; and (iii) sources of financing for the reporting issuer, including sources that have been arranged but not yet used; (e) material transactions between the reporting issuer and its affiliate, including— (i) identification of the affiliate of the reporting issuer; (ii) determination of the transaction price; and (iii) the on-going relationship between the reporting issuer and the affiliate of the reporting issuer; and (f) accounting policies of the reporting issuer, including— (i) all changes in accounting policies during the financial year, the reason for such change, and the policy currently adopted by the reporting issuer; and (ii) accounting policies which are critical to the reporting issuer in that they required judgments, estimates or uncertainties where the use of different judgments, estimates or uncertainties may result in materially different amounts reported in the financial statements of the reporting issuer. (2) Notwithstanding paragraph (1), a management discussion and analysis of a reporting issuer may discuss such other matters which the reporting issuer reasonably believes are necessary for a full, true and complete understanding of the financial results, financial position and future prospects of the reporting issuer.

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[Subsidiary] Securities (General) Bye-laws Acceptable accounting principles. Filing of material sent to security holders or filed abroad. (3) Notwithstanding paragraph (1), a reporting issuer is not required to make disclosure of any matter in a management discussion and analysis which is not material to the reporting issuer, or which is inapplicable given the business and operations of the reporting issuer. (4) A management discussion and analysis shall be prepared in plain language and in a format that is easy to read and understand.
51. For the purposes of sections 65(1) and 66(1) of the Act
in respect of a reporting issuer that is an approved foreign issuer, any body of accounting principles that would be permitted to be used by the approved foreign issuer under the securities laws of a designated foreign jurisdiction in which the approved foreign issuer is subject to foreign disclosure requirements, shall be considered financial reporting standards for the purposes of the Act and these Bye-laws.
52. (1) Every reporting issuer shall file with the
Commission in the manner specified in Bye-law 14— (a) a copy of all material sent by the reporting issuer to its security holders pursuant to the Act and these Bye-laws; and (b) all elective information not already filed with the Commission, whether in the same or a different form. (2) For the purpose of paragraph (1)(b), “elective information” means information that is filed with, or delivered to— (a) a government of another jurisdiction; (b) a financial regulator of another jurisdiction; or (c) a securities exchange of another jurisdiction, on the basis that it is material to investors but does not include information that is specifically required to be filed or delivered in the other jurisdiction in accordance with the applicable law or, the rules or regulations of the securities exchange.

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Securities (General) Bye-laws [Subsidiary] (3) Any document or information required to be filed with the Commission as a result of paragraph (1) shall be filed with the Commission forthwith after the reporting issuer sends the information referred to in paragraph (1)(a) to its security holders. (4) Information that is filed with the Commission pursuant to paragraph (1)(b) and that has been filed on a confidential basis in all other jurisdictions in which it is filed, shall be kept confidential so long as it remains confidential in all those other jurisdictions. Division 3—Notification Requirements for Registrants
53. (1) For the purposes of section 56(4) of the Act, the
prescribed events are those set forth in Schedule 3. (2) For registrants registered under section 51(1) of the Act, the prescribed time for notifications to be sent to the Commission in accordance with section 56(4) of the Act shall be seven days from the date of the occurrence of the prescribed event. (3) For registrants registered under section 61(1) of the Act, the prescribed time for notifications to be sent to the Commission in accordance with section 56(4) of the Act shall be fourteen days from the date of the occurrence of the prescribed event, unless the Commission specifies otherwise. (4) Notwithstanding paragraph (3), the prescribed time for the notification to be sent to the Commission with respect to paragraph (e) of List B of Schedule 3 of these Bye-laws shall be quarterly within five business days of the end of the quarter.
PART VI
MARKET CONDUCT AND REGULATION
54. The confirmation of a trade required by section 109 of
the Act shall contain the following information:
(a) the price at and the consideration for which the sale or purchase was effected; (b) the commission charged in connection therewith and any other charges incurred; and Notification of changes.
Schedule 3.
Schedule 3.
Trading confirmations.

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[Subsidiary] Securities (General) Bye-laws Client accounts. Trades conducted other than through a securities exchange. Separate supervision of accounts and pooling. Segregation of client’s securities. Improper use of client’s assets. (c) the date on which the purchase or sale took place.
55. Payments made into client’s accounts for the purposes of
section 107(1)(a) and (b) of the Act, shall be made within three
business days of the transaction.
56. For the purposes of section 86 of the Act, the report, on
the approved form, shall be filed with the Commission within ten business days following the end of each quarterly period in the financial year of the registrant.
57. A registrant registered under section 51(1) of the Act
shall ensure that the account of each client is supervised separately and distinctly from the accounts of other clients.
58. (1) Securities that are held by a registrant for a
client pursuant to an agreement between the registrant and the client and that are unencumbered shall be kept apart from all other securities and be identified as being held for a client in the records of a registrant required to be kept under Bye-laws 29 to 38. (2) Securities that are held under paragraph (1) may be released only on an instruction from the client and not solely because the client has become indebted to the registrant. (3) A registrant registered under section 51(1) of the Act solely as an investment adviser shall not keep securities for, or on behalf of, a client.
59. No registrant registered under section 51(1) of the
Act shall—
(a) make improper use of a client’s securities or funds; or (b) borrow, lend, pledge or otherwise use a client’s funds or securities without the client’s written authorisation.

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60. (1) A registrant registered under section 51(1) of the
Act shall take reasonable steps to— (a) establish the identity of a client and where applicable, document any cause for concern; (b) ascertain whether the client is a senior officer of a reporting issuer; (c) ensure that it has sufficient personal and financial information about a client to enable it to meet its obligations when it— (i) makes a recommendation to the client; (ii) accepts an instruction to trade from the client; (iii) makes a discretionary purchase or sale of securities on behalf of the client; and (d) establish the credit worthiness of a client, if the registrant is financing the client’s acquisition of a security. (2) If the client of the registrant registered under
section 51(1) of the Act is an entity, the registrant shall, in order
to comply with the obligation under paragraph (1)(a), establish— (a) the nature of the client’s business; (b) the identity of any directors; and (c) the identity of any person who owns ten per cent or more of the paid-up share capital of the entity. (3) The registrant registered under section 51(1) of the Act must make reasonable efforts to keep the information required under this Bye-law up to date.
61. (1) Bye-law 60(1) does not apply to a registrant
registered under section 51(1) as a broker-dealer in respect of a trade executed by him on the instructions of another registrant or a financial institution. (2) Pursuant to section 98(1)(a) of the Act, if a client instructs a registrant registered under section 51(1) or (5) of the Act Know your client. Suitability obligation.

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[Subsidiary] Securities (General) Bye-laws Discretionary trading. Executing order, name or code. Supervision, compliance and risk management systems. to buy, sell or hold a security and the registrant, acting reasonably, is of the opinion that carrying out the instruction would not be suitable for the client, the registrant shall inform the client of the registrant’s opinion and shall not buy or sell the security unless the client instructs the registrant to proceed nonetheless.
62. (1) A registrant registered under section 51(1) of the Act
as a broker-dealer shall not execute any trade for a client unless the registrant has the client’s prior authorisation for the transaction. (2) A registrant registered under section 51(1) of the Act as a broker-dealer, may only execute investment discretion over a client’s account if— (a) it has entered into a written agreement with the client granting such authority; and (b) the agreement has been signed and approved by a senior officer of the registrant prior to the first transaction for the client.
63. Where a registrant registered under section 51(1) of the
Act as a broker-dealer opens and trades on an account on behalf of a client and executes the orders of a client in its own name or identifies the client by means of a code or symbol, a registrant who transacts business with another registrant concerning those orders shall establish the credit worthiness of the other registrant but need not otherwise determine the suitability of a trade for the client of the other registrant.
64. (1) A registrant shall establish, maintain and apply a
system of controls and supervision sufficient to— (a) provide reasonable assurance that the entity and each individual acting on its behalf complies with— (i) the Act, Bye-laws or any other Bye-laws; and (ii) any other law dealing with anti-money laundering or combating the financing of terrorism; and

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Securities (General) Bye-laws [Subsidiary] (b) manage the risks associated with its business in conformity with prudent business practices. (2) The system of controls referred to in paragraph (1) shall be documented in the form of written policies and procedures.
65. A registrant shall establish effective complaints handling
systems and procedures to ensure that— (a) adequate records of complaints, including a central register, are established and maintained; (b) all complaints are responded to within a reasonable timeframe; (c) all written complaints are responded to in writing; and (d) reasonable efforts are undertaken to ensure that each complaint is effectively and fairly resolved.
PART VII
CONFLICTS OF INTEREST
66. (1) For the purposes of Bye-laws 67 to 71—
“related party of a registrant” means, in respect of a registrant registered under section 51(1) of the Act— (a) any person who— (i) beneficially owns, or exercises control or direction over, securities, which constitute in the aggregate more than thirty per cent of the outstanding securities of any class or series of voting securities of the registrant; or (ii) would, upon the conversion or exchange of any security or the exercise of any right to convert or exchange securities into voting securities or to acquire voting securities or securities convertible or exchangeable into voting securities, beneficially own Complaints. Related parties of registrants.

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[Subsidiary] Securities (General) Bye-laws or exercise control or direction over, securities, which constitute in the aggregate more than thirty per cent of the outstanding securities of any class or series of voting securities of the registrant; or (b) any entity in which— (i) the registrant beneficially owns, or exercises control or direction over, outstanding securities which constitute in the aggregate more than thirty per cent of the outstanding securities of any class or series of voting securities of the person; or (ii) the registrant, upon the conversion or exchange of any security or the exercise of any right to convert or exchange securities into voting securities or to acquire voting securities or securities convertible or exchangeable into voting securities, would beneficially own or exercise control or direction over, securities, which constitute in the aggregate more than thirty per cent of the outstanding securities of any class or series of voting securities of the person. (2) Notwithstanding paragraph (1), a person is not a related party of a registrant solely because the registrant, acting as an underwriter and in the ordinary course of its business, owns securities issued by the person in the course of a distribution.
67. (1) Every registrant registered under section 51(1) of the
Act shall prepare and file annually with the Commission a conflict of interest rules statement in the approved form at the time it files its audited financial statements with the Commission. (2) A registrant registered under section 51(1) of the Act shall provide free of charge a copy of its current conflict of interest rules statement to each of its clients at the time he becomes a client of the registrant. Conflict of interest rules statement.

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Securities (General) Bye-laws [Subsidiary] (3) In the event of any material change in the information required to be contained in the conflict of interest rules statement, the registrant shall— (a) forthwith prepare and file with the Commission a revised conflict of interest rules statement containing the information required by paragraph (1); and (b) within thirty days of the filing of the revised conflict of interest rules statement with the Commission, provide to each of its clients a copy thereof.
68. (1) No registrant registered under section 51(1) of the
Act shall, as principal or agent, trade in or purchase a security from, or on behalf of, any client, where the security is issued by the registrant or a related party of the registrant. (2) A registrant is not subject to the prohibition in paragraph (1) if— (a) the registrant has, before entering into an agreement of purchase and sale respecting the security, delivered its current conflict of interest rules statement to the client, and all changes in such information required by Bye-law 67(3) to be included in the conflict of interest rules statement; or (b) the client is purchasing as principal and is either a registrant or a related party of the registrant.
69. (1) No registrant registered under section 51(1) of the
Act shall provide investment advice to any person where the security that is the subject of the investment advice is issued by the registrant or a related party of the registrant. (2) A registrant registered under section 51(1) of the Act is not subject to the prohibition in paragraph (1) if before providing the investment advice— (a) the registrant delivers its current conflict of interest rules statement to the person receiving Limitations on trading-related parties of registrants. Limitations on advising-related parties of registrants.

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[Subsidiary] Securities (General) Bye-laws the investment advice, and all changes in such information required by Bye-law 67(3) to be included in the conflict of interest rules statement; and (b) the registrant discloses in writing the relationship between the registrant and the related party of the registrant to the person receiving the investment advice. (3) Paragraph (1) does not apply if— (a) the person receiving the investment advice is a registrant registered under section 51(1) of the Act or a related party of the registrant; (b) the investment advice given by the registrant under section 51(1) of the Act is solely incidental to a trade or purchase of the security carried out by the registrant and no fee is charged for the investment advice other than the usual and customary commission for the trade or purchase; or (c) Bye-law 70 applies.
70. (1) No registrant registered under section 51(1) of the
Act shall in respect of any account or portfolio over which it has discretionary authority, purchase or sell a security on behalf of such account or portfolio where the security is issued by the registrant or a related party of the registrant. (2) A registrant registered under section 51(1) of the Act is not subject to the prohibition in paragraph (1) if— (a) prior to the purchase or sale of the security on behalf of the account or portfolio the registrant delivers its current conflict of interest rules statement to the client whose account or portfolio the registrant has discretionary authority over, and all changes in such information required by Bye-law 67(3) to be included in the conflict of interest rules statement; and Limitations on the exercise of discretionrelated party of a registrant.

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Securities (General) Bye-laws [Subsidiary] (b) the registrant has obtained the specific and informed written consent of the client to purchase or sell the security for, or from his account or portfolio. (3) Paragraph (1) does not apply if the client is a registrant under section 51(1) of the Act or a related party of the registrant. (4) No registrant under section 51(1) of the Act shall make a loan from any account or portfolio of a client over which it has discretionary authority.
71. (1) The written confirmation of a transaction required by
Bye-law 36 shall in the case of a security issued by the registrant or a related party of the registrant, state that the security was issued by the registrant or a related party of the registrant. (2) Any report, other than the written confirmation required by Bye-law 36, sent or delivered by a registrant to a client respecting any trade or purchase of a security made by the registrant with, from, or on behalf of the client, including a trade or purchase of a security for an account or portfolio of the client over which the registrant has discretionary authority, shall in the case of a security issued by the registrant or a related party of the registrant, state that the security was issued by the registrant or a related party.
PART VIII
DISTRIBUTIONS
72. For the purposes of section 74 of the Act, an
advertisement used in connection with a distribution, in addition to the requirements of the Act— (a) shall contain the following statement:
“The Trinidad and Tobago Securities and Exchange Commission has not in any way evaluated the merits of the securities offered hereunder and any representation to the contrary is an offence.”; and Confirmation and reporting of transactions in securities of a related party of a registrant. Advertisement in connection with a distribution.

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[Subsidiary] Securities (General) Bye-laws Advertisement in connection with certain exempt distributions. Risk disclosure statement for asset-backed securities. Resale restriction statement. Submission to jurisdiction for approved foreign issuers. (b) shall not contain any fact not disclosed in a prospectus for which a receipt has been issued by the Commission.
73. For the purposes of the exemptions provided for in
section 79(1)(l)(i) of the Act an advertisement announcing the
completion of an exempt distribution shall contain— (a) the name of the issuer to which the distribution relates; (b) the names of all registrants registered under
section 51(1) of the Act which have participated
in the distribution; and
(c) a statement that the distribution has been completed and that the advertisement is appearing as a matter of public record only.
74. The risk disclosure statement required by section 79(2)
of the Act shall be in the approved form.
75. For the purposes of section 79(3) of the Act, the
certificate for a security distributed under an exemption contained in section 79(1)(a), (k), (l), or (m) of the Act shall contain the following statement:
“Unless permitted under the securities legislation of Trinidad and Tobago, the holder of these securities shall not trade the securities before (insert the date that is six months and a day after the distribution date).”.
76. (1) For the purposes of section 80(1)(a)(i) of the Act,
the certificate stating that an issuer is an approved foreign issuer shall be in the approved form. (2) For the purposes of section 80(1)(a)(v) of the Act, the form of submission to jurisdiction and appointment of agent for service of process shall be in the approved form. (3) The form referred to in paragraph (2) shall be submitted to the Commission annually by the approved

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Securities (General) Bye-laws [Subsidiary] foreign issuer until six years after the repayment or maturity of any securities distributed by the approved foreign issuer in Trinidad and Tobago. (4) Where the name or address of the person appointed as agent for service of process for an approved foreign issuer under section 80(1)(a)(v) of the Act changes, the approved foreign issuer shall revise the form referred to in paragraph (2) and submit it to the Commission within thirty days of the change. (5) For the purposes of section 80(1)(b)(ii) of the Act, the addendum to the prospectus or offering document of an approved foreign issuer shall be in the approved form.
77. No person shall, in connection with the marketing of, or
solicitation of interest in the distribution of, a security by means of a prospectus, make any oral or written representation or disclose any fact to any person with respect to the issuer or the securities being distributed under the prospectus which is not contained in the prospectus for which a receipt has been issued by the Commission.
78. For the purposes of section 79(1)(l)(iii)(B) of the Act, a
prescribed person is a brokering representative, advising representative or underwriting representative.
79. A post-distribution statement filed with the Commission
under section 84 of the Act shall be in the approved form.
PART IX
SIMPLIFIED CLEARING FACILITIES
80. For the purposes of section 130(1) of the Act, an issuer
shall give the clearing agency no less than seven days’ notice of its intention to close its securities register or fix a record date.
PART X
DEALINGS BY PERSONS CONNECTED WITH ISSUERS
81. The report required to be filed with the Commission under
section 136(1), (2), or (3) of the Act shall be in the approved form.
Marketing restrictions for prospectus offerings. Advice to individual accredited purchasers. Post-distribution statements. Notice to clearing agency of closing of securities register. Report by persons connected to a reporting issuer.

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[Subsidiary] Securities (General) Bye-laws
PART XI
CONTINGENCY FUND AND SETTLEMENT
ASSURANCE FUND
82. (1) In this Part—
“claimant” means a person who makes a claim against a contingency fund or settlement assurance fund except that the following shall not be regarded as claimants:
(a) a member of a self-regulatory organisation; (b) the holder of thirty per cent or more of the issued capital of the defaulting member of the self-regulatory organisation; and (c) a broker-dealer; “contingency fund” means a contingency fund required to be maintained pursuant to section 47(1) of the Act; “settlement assurance fund” means a settlement assurance fund required to be maintained pursuant to section 47(2) of the Act; “member”, in relation to a self-regulatory organisation, means a company duly licensed as a member company of a selfregulatory organisation that is a securities exchange. (2) This Part applies only to a contingency fund or settlement assurance fund. (3) A member shall participate in and contribute to a contingency fund and settlement assurance fund prescribed in this Part.
83. (1) A contingency fund shall be used solely for the
purpose of providing compensation to clients of a member who suffer a financial loss as a result of the insolvency, bankruptcy or default of a member up to the maximum established in the obligatory rules of governance of the contingency fund. (2) A settlement assurance fund shall be used solely to address the failure of a member to deliver securities or monies required by the rules of governance of the clearing agency up to the maximum established in the obligatory rules of governance of the settlement assurance fund. Definitions and application. Purpose of funds— contingency fund and settlement assurance fund.

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84. (1) A contingency fund or settlement assurance fund
shall be vested in and managed by a board of trustees appointed by the board of directors of the self-regulatory organisation. (2) The board of trustees of a contingency fund or settlement assurance fund shall comprise at least three individuals with a quorum being the majority. (3) Members of the board of trustees shall serve for a term of three years and are eligible for reappointment. (4) The appointment or removal of a member of the board of trustees shall be at the discretion of the board of directors of a self-regulatory organisation. (5) All administrative costs including the remuneration of the board of trustees if applicable may be paid from the resources of the fund. (6) Any remuneration paid to the board of trustees shall be approved by the board of directors of the self-regulatory organisation.
85. (1) The board of trustees of a contingency fund or
settlement assurance fund may establish a trust account. (2) The board of trustees of a contingency fund or settlement assurance fund may incorporate income realised through investments as part of the contingency fund or settlement assurance fund. (3) A contingency fund or settlement assurance fund may be retained partly or wholly in the form of cash or may be invested or reinvested in such interest bearing securities as the board of trustees may from time to time deem appropriate. (4) The board of trustees may pledge any or all of the securities in a contingency fund or settlement assurance fund to secure the payment of any borrowing effected by the board of trustees, the proceeds of which shall be used to settle claims against a contingency fund or settlement assurance fund. Administration of fund. Power of trustees.

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[Subsidiary] Securities (General) Bye-laws (5) The board of trustees may examine all claims made against a contingency fund or settlement assurance fund for authenticity and shall accept all legitimate claims made against a contingency fund or settlement assurance fund. (6) The board of trustees may make proposals to the board of the self-regulatory organisation in respect of the operation of a contingency fund or settlement assurance fund. (7) The board of trustees shall require all clients or members to do or concur in doing or permitting to be done in respect of a contingency fund or settlement assurance fund, at the expense of a contingency fund or settlement assurance fund all such acts and things as may be necessary or reasonably required for the purpose of— (a) enforcing rights and remedies; or (b) obtaining relief or indemnity from other parties to which a contingency fund or settlement assurance fund shall be, or would become entitled or subrogated upon its paying for, or making good, any loss suffered by the client as a result of the default of a member of the self-regulatory organisation. (8) The acceptance by a claimant of compensation from the board of trustees shall constitute consent by the claimant to be a party either solely or jointly with the board of trustees who may, where they consider it expedient to do so, join as parties with the claimant in respect of an action against a member for indemnity or damages. (9) Where the board of trustees join as parties in an action against a member, the board of trustees may determine the conduct and settlement of proceedings relating to such action and the claimant shall provide the board of trustees with the relevant information to determine whether or not to proceed with the action. (10) The board of trustees shall approve all administrative expenses of a contingency fund or settlement assurance fund.

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86. (1) A self-regulatory organisation shall establish rules
of governance for a contingency fund or a settlement assurance fund which comply with the Act and paragraph (2). (2) For the purposes of section 39(1)(g) of the Act, the rules of governance for a contingency fund or a settlement assurance fund shall contain provisions relating to— (a) the scope of the fund including— (i) the contributions to be made by the members into a fund; (ii) the criteria under which a claim may be considered and the form in which compensation may be paid; and (iii) any limitation in respect of claims to be made against the fund inclusive of the maximum payment permissible per claimant, where applicable; (b) disciplinary action to be taken against a member who is in breach of the rules of the fund; and (c) general operating procedures including the procedure for the making and settlement of a claim including the timeframe in which a claim may be eligible. (3) For the purposes of assessing claims made against a contingency fund or settlement assurance fund, the board of trustees— (a) shall exercise their best efforts to obtain a statement of facts in relation to a claim made; (b) may obtain information from such other sources as may be considered relevant in the evaluation of claims; and (c) shall make every effort to settle claims within the limit set by the self-regulatory organisation. (4) For the avoidance of doubt, in no case is there any legal right to compensation or any duty on the part of the board Obligatory rules of governance.

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[Subsidiary] Securities (General) Bye-laws of trustees to award compensation with respect to any claim or a payment from a contingency fund or settlement assurance fund as an ex gratia payment. (5) Subject to section 49 of the Act, no member of a self-regulatory organisation shall take any proceedings in any Court with respect to anything done or omitted to be done by the board of trustees in the exercise of their absolute discretion in the administration of a contingency fund or settlement assurance fund, or the application of its assets unless that member refers the decision of the board of trustees to the self-regulatory organisation and the self-regulatory organisation gives its decision thereon.
87. (1) The board of trustees of a contingency fund or a
settlement assurance fund shall maintain appropriate accounting records for the fund and submit annual financial statements to the self-regulatory organisation. (2) The financial year end of a contingency fund or a settlement assurance fund shall be 31st December of every calendar year or such other date as the self-regulatory organisation may determine subject to written notification being given to the Commission.
88. (1) The board of directors of a self-regulatory
organisation shall appoint an auditor to audit the financial statements of a contingency fund or settlement assurance fund. (2) An auditor appointed under paragraph (1) shall provide an opinion on the accounts of the contingency fund or settlement assurance fund which shall be available for inspection by members of the self-regulatory organisation.
89. (1) If, after consideration by the board of trustees, a
claim is refused, the claimant shall be notified of the reasons for the refusal and the claimant may appeal to the board of the self-regulatory organisation. Accounting for the fund. Appointment of auditors. Refusal of claims.

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Securities (General) Bye-laws [Subsidiary] (2) A refusal of a claim shall not prejudice the legal rights of the claimant as a creditor of the member of the selfregulatory organisation in relation to whom the claim is made.
90. (1) A contingency fund or settlement assurance fund
shall only be wound up in the event of dissolution of the self-regulatory organisation. (2) For the purposes of the winding up of a contingency fund or settlement assurance fund, the board of trustees shall first realise the assets of the fund and after meeting all liabilities, the assets so realised shall form part of the assets of the self-regulatory organisation and shall be appropriated or utilised accordingly among the members of the self-regulatory organisation.
PART XII
AUDITORS
91. For the purpose of section 65(6) of the Act, in relation to
a reporting issuer that is an approved foreign issuer, any auditor that would be permitted to be an auditor of the approved foreign issuer under the securities laws of a designated foreign jurisdiction under which the approved foreign issuer is subject to foreign disclosure requirements is an acceptable auditor under the Act.
92. A registrant or self-regulatory organisation shall not
appoint an auditor unless—
(a) the auditor is an entity having the capacity and resources to satisfactorily audit the registrant; (b) at least one member of the auditor is a practising member in good standing with ICATT or such equivalent body and meets any other requirements as the Commission may approve; and (c) each audit partner, having primary responsibility for the audit of the registrant is independent, within the meaning of Bye-law 93. Winding up of fund. Acceptable auditors. Qualifications of auditors.

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[Subsidiary] Securities (General) Bye-laws
93. (1) For the purposes of Bye-law 92(c), a member of an
auditor is not independent of the registrant or self-regulatory organisation if he— (a) is a connected party of the registrant or self-regulatory organisation; (b) beneficially owns or controls, directly or indirectly five per cent or more of the shares or other securities of the registrant or selfregulatory organisation or of any of its affiliates; (c) is indebted to the registrant or self-regulatory organisation or any of its affiliates other than by virtue of a fully collateralised loan; or (d) has within two years immediately preceding the appointment of the auditor, been a receiver, receiver-manager, liquidator or trustee in bankruptcy of any affiliate of the registrant or self-regulatory organisation other than a subsidiary or affiliate acquired through a realisation of security. (2) For the purposes of paragraph (1)(a), a person is a connected party of a registrant or self-regulatory organisation if the person— (a) is a senior officer of the registrant or selfregulatory organisation; or (b) is a senior officer of— (i) an affiliate of the registrant or selfregulatory organisation; or (ii) an entity that beneficially owns, directly or indirectly, or exercises control or direction over voting securities of the registrant or self-regulatory organisation, carrying an aggregate of ten per cent or more of the votes attached to all outstanding voting securities of the registrant or self-regulatory organisation. Criteria for independence of auditors.

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Securities (General) Bye-laws [Subsidiary]
94. A member of an auditor shall not have primary
responsibility for the audit of a registrant or self-regulatory organisation for a period of more than five consecutive years.
95. The auditor of a registrant or self-regulatory organisation
shall not provide to that registrant or self-regulatory organisation— (a) bookkeeping or other services related to its accounting records or financial statements; (b) financial information systems design and implementation services; (c) actuarial services; (d) internal audit outsourcing services; or (e) such other non-audit related services as the Commission may specify.
96. Where the Commission is not satisfied with the audited
annual financial statements or report of the auditor appointed by a registrant or self-regulatory organisation, the Commission may appoint another auditor to conduct an independent audit and shall fix the remuneration to be paid to the auditor by the registrant or self-regulatory organisation.
97. A registrant or self-regulatory organisation shall
forthwith give written notice, together with reasons, to the Commission if— (a) it intends to terminate the appointment of its auditor before the expiration of its term of office; (b) it intends to replace an auditor at the expiration of its term with a different auditor; or (c) an auditor ceases to be an auditor of the registrant or self-regulatory organisation in circumstances otherwise than those set out in paragraphs (a) and (b).
98. The auditor of a registrant or self-regulatory organisation
shall forthwith give written notice to the Commission if he— (a) resigns before the expiration of his term of office; or Limit on time frame of auditor for SRO or registrants. Restriction on activities provided by auditors to SRO or registrants. Appointment of auditor by the Commission. Notification in respect of auditors. Notice on resignation of auditor.

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[Subsidiary] Securities (General) Bye-laws (b) does not seek reappointment, together with reasons for such resignation or decision not to seek reappointment.
99. Where the auditor of a registrant or self-regulatory
organisation is to be removed as a result of a disagreement with the senior officers of a registrant or self-regulatory organisation, the auditor shall submit to the registrant or self-regulatory organisation, and to the Commission, a written statement setting out the nature of the disagreement.
100. (1) Where the auditor of a registrant or self-regulatory
organisation has resigned or the appointment of the auditor has been revoked, no person shall accept an appointment as auditor of that registrant or self-regulatory organisation until the person has requested and received from the auditor who has resigned or whose appointment as auditor has been revoked, a written statement of the circumstances and reasons for such resignation or why, in the opinion of the former auditor, his appointment was revoked. (2) Notwithstanding paragraph (1), a person may accept an appointment as auditor of a registrant or selfregulatory organisation if, within fifteen days after a request under paragraph (1) is made, no reply from the former auditor is received.
PART XIII
MISCELLANEOUS
101. Where a person fails to comply with a requirement of
these Bye-laws, the Commission may impose a penalty as set out in section 148(2A) or an administrative fine in accordance with
section 156.
102. The Securities Industry Bye-laws are revoked.
Notice of removal of auditor.
Appointment of replacement auditor.
Imposition of penalty.
Securities
Industry Byelaws revoked.
LN 102/1997.

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Securities (General) Bye-laws [Subsidiary] Proposed Registration and Renewal Fees for Self-Regulatory Organisations Initial Renewal Self-Regulatory Organisation $50,000 Self-Regulatory Organisation–Stock $50,000 Exchange The higher of $30,000 or 0.02% of the profits of the Self-Regulatory Organisation in the prior financial year 0.02% of value of transactions in each year based on audited financial statements
SCHEDULE 1
FEES
Proposed Registration and Renewal Fees for Registrants Initial Renewal Reporting Issuer $8,000 $8,000 Broker-Dealer $25,000 $25,000 Broker-Dealer also conducting business as an Underwriter $30,000 $30,000 Underwriter $20,000 $20,000 Investment Adviser – Corporation $15,000 $15,000 Investment Adviser – Individual $10,000 $10,000 Registered Representative – per individual $2,000 $2,000 Sponsored Broker – Dealer of Investment Adviser $5,000 n/a Substantial shareholder – per shareholder $1,000 n/a Branch Office – per office $3,000 $3,000 Proposed Registration Fees for Securities Filing of a Distribution Statement Market Access Fees for Securities (including close end CISs) Market Access Fees for open end CISs $1,000 0.01% of the value of the funds raised subject to a minimum of $1,000 0.01% of the value of funds raised in previous year (based on Audited accounts)

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[Subsidiary] Securities (General) Bye-laws FEES—Continued Proposed Filing Fees Filing of Prospectus Filing of Information Memorandum Filing of takeover bid-circular or Issuer Bid Circular Filing of a Notice of Change or Notice of Variation under the Take-Over Bye-laws Proposed Inspection and Examination Fees Compliance review Examinations of Market Actors Costs associated with an investigation No Fee at this time No Fee at this time No Fee at this time $17,500 $10,000 $15,000 $1,000 Other Proposed Fees Inspection of and Extracts of Register Application for de-listing a security from a SRO that is a Securities Exchange Application for de-registration as a Reporting Issuer Nominal fee of $100 per visit plus $3.00 p/page copied $1,000 $1,000

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Securities (General) Bye-laws [Subsidiary]
SCHEDULE 2
FIT AND PROPER REQUIREMENTS

For the purposes of this Schedule, “regulated activity” means the
activity carried on or proposed to be carried on by a person that is required to be registered or approved by the Commission under the Act.
In considering whether a person is fit and proper for the purposes of any
provision of the Act or these Bye-laws, the Commission shall, in addition to any other matter that the Commission may consider relevant, have regard to— (a) the financial status or solvency of the person; (b) the educational or other qualifications or experience of the person, having regard to the nature of the functions that, if the application is allowed or granted, the person will perform; (c) the ability of the person to carry on the regulated activity or execute its fiduciary duty, competently and fairly; (d) the reputation, character, reliability and financial integrity, of the person; (e) where the person is an individual, the individual himself; or (f) where the person is an entity, the entity and any senior officer or significant security holder of the entity.
Without limiting the generality of subsection (2), the Commission
may in considering whether a person is fit and proper, take into account— (a) any enforcement action or other decision made in respect of the person by the Commission or any other regulatory authority or any disciplinary action taken by a professional body in respect of that person including but not limited to— (i) whether the person has been expelled from the Stock Exchange, any other self-regulatory organisation or otherwise disqualified by a professional body in relation to any trade, business or profession; (ii) whether the person’s registration to conduct securities business or other forms of financial business has been revoked by a securities regulator or any other financial regulatory authority; (iii) whether the person has been charged or convicted of an offence under the Act or the former Act; (iv) whether the person is a listed entity as defined under
section 2(1) of the Anti-Terrorism Act;
(v) whether the person is a designated entity as defined by section 2(1) of the Anti-Terrorism Act; [7 of 2025].

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[Subsidiary] Securities (General) Bye-laws (vi) whether the person is defined as a listed entity in any Order made by the President pursuant to section 4 of the Economic Sanctions Act; (vii) whether the person has been convicted or is convicted of an offence under the Anti-Terrorism or the Proceeds of Crime Act; (viii) whether any regulatory action has been taken against the entity; and (ix) any other matter the Commission considers appropriate. (b) where the person is an individual— (i) his competence and soundness of judgment for fulfilling the responsibilities of the relevant position, the diligence with which he is fulfilling or likely to fulfil those responsibilities and whether the interests of investors, clients or potential investors or clients are, or are likely to be, in any way threatened by his holding that position; (ii) whether the person has an employment record which leads the Commission to believe that the person carried out an act of impropriety in the handling of his employer’s business; (iii) whether the person has been the subject of an investigation conducted by a regulatory or criminal investigative body; (iv) whether the person has been barred by the Commission, another regulator or Court of law from working or otherwise holding a position of a senior officer within an entity which conducts business in the financial or securities industry of Trinidad and Tobago or elsewhere; (v) whether the person has engaged in, or been associated with any other business practices or otherwise conducted himself in such a way as to cast doubt on his competence or soundness of judgment; and (vi) whether the person was a senior officer of an entity which was— (A) disqualified by any professional or regulatory body in relation to any trade, business or

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Securities (General) Bye-laws [Subsidiary] profession while he was a senior officer of that entity; (B) the subject of an investigation conducted by a regulatory authority or criminal investigative body while he was a senior officer of that entity; (C) listed under the Anti-Terrorism Act; (D) listed in any Order made by the President pursuant to the Economic Sanctions Act; and (E) convicted of an offence under the AntiTerrorism Act or the Proceeds of Crime Act. (c) any information in the possession of the Commission, whether provided by the person or not, relating to— (i) the person; (ii) any person who is, or is to be employed by, or associated with the person for the purposes of the regulated activity for which registration and approval is granted or the application is made; (iii) any other person who will be acting for or on behalf of the person in relation to the related activity; (iv) where the person is an entity which is part of a group of entities— (A) any other entity in the same group; or (B) any substantial shareholder or senior officer of any other entity in the group of entities; and (v) the financial integrity of the person including but not limited to— (A) whether the person has a receivership or bankruptcy order made against the person and whether such order remains undischarged; and (B) whether the person has been charged at the time of the application, or been convicted at any time, of an offence involving insider trading, fraud or dishonesty involving trading on a local or foreign regulated securities market; (d) where the consideration relates to an application for registration under section 51(1) or as a self-regulatory

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[Subsidiary] Securities (General) Bye-laws organisation, or to a current registrant of the Commission, excluding a reporting issuer, whether the person has established effective internal control procedures and risk management systems to ensure compliance with all applicable regulatory requirements; and (e) the state of affairs of any other business that the person carries on or proposes to carry on.

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SCHEDULE 3
NOTIFICATIONS REQUIREMENTS
List A–Changes Requiring Notification by Registrants Registered under
section 51(1) of the Act
For the purposes of section 56(4) of the Act and Bye-law 53, a registrant registered under section 51(1) of the Act shall notify the Commission in the approved form of any of the following in relation to the registrant:
(a) the presentation of a petition for the winding up of the registrant or the summoning of any meeting to consider such a winding up; (b) the application by another person for the appointment of a receiver, administrator or trustee of the registrant; (c) the appointment of inspectors by a domestic or foreign regulatory authority to investigate the affairs of the registrant; (d) any claims on, or material changes to the indemnity insurance arrangements of the registrant; (e) any hiring, resignation, dismissal, or retirement of a senior officer, designated person, registered representative or an individual in charge of the operations of any branch office of the registrant, by, or from the registrant and in the case of a dismissal, the reason therefor; (f) where the registrant becomes aware that any of its senior officers or registered representatives has been charged or convicted of fraud or any other offence involving dishonesty; (g) any material breakdown of administrative or control procedures, including breakdowns of computer systems or other problems resulting or likely to result in failure to maintain proper records, and the steps that the registrant proposes to take to correct the problem; (h) the date on which the registrant proposes to cease to carry on business for which registration is required under the Act and the reasons for the cessation; (i) a breach by the registrant of the requirements regarding financial resources, maintenance of any prescribed capital requirement under the Act and these Bye-laws, books and records and risk management and internal controls, together with details of the steps that it is taking to remedy the breach; (j) any change made to the ending date of the financial year of the registrant; (k) where the registrant has reason to believe that it may be unable to submit financial statements required under the Act and these Bye-laws within the time specified in the Act or these Bye-laws; (l) where the registrant has reason to believe that it may be unable to pay its annual renewal fees to the Commission;

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[Subsidiary] Securities (General) Bye-laws (m) the failure of any bank or other entity with which the registrant has deposited or to which it has passed client money, and for these purposes “failure” means the appointment of a liquidator, receiver, administrator or trustee in bankruptcy or any equivalent procedure in the relevant jurisdiction; (n) where the registrant is party to any legal proceeding in Trinidad and Tobago or elsewhere, and the actual or contingent claim, or any amount claimed or disputed by, or against the registrant in relation to its business is likely to exceed ten per cent of its financial resources; (o) the opening and closing of any branch office in Trinidad and Tobago, of a person registered under section 51(1) of the Act, and the name of the most senior person responsible for the operations thereof; (p) any change in the registered name, registered address or contact information of the registrant; or (q) any development that poses material risk to the operation of the registrant registered under section 51(1) of the Act. List B—Changes Requiring Notification by Reporting Issuers Registered under section 61(1) of the Act For the purposes of section 56(4) of the Act and Bye-law 53, a registrant registered under section 61 of the Act shall notify the Commission in the approved form of the following in relation to the reporting issuer:
(a) any hiring, resignation, dismissal or retirement of a senior officer or designated person by, or from the reporting issuer and in the case of a dismissal, the reason therefor; (b) the repayment or maturity of, or default of payment on, any security issued by the reporting issuer other than a reporting issuer that is a collective investment scheme; (c) any change made to the ending date of the financial year of the reporting issuer; (d) where the reporting issuer has reason to believe that it may be unable to submit financial statements required under the Act and these Bye-laws within the time specified in the Act or these Bye-laws; (e) where the reporting issuer is party to any legal proceeding, in Trinidad and Tobago or elsewhere, and the actual or contingent claim, or any amount claimed or disputed by, or against the reporting issuer in relation to its business is likely to exceed ten per cent of its financial resources; (f) any change in the registered name, registered address or contact information of the reporting issuer; or (g) any change in the constituent documents of the reporting issuer.

[Subsidiary]
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SECURITIES (COLLECTIVE INVESTMENT SCHEMES) BYE-LAWS ARRANGEMENT OF BYE-LAWS BYE-LAW
PART I
PRELIMINARY

Citation.
Interpretation.
Fees Schedule.
Relationship to Act; Bye-laws.
Definition.
PART II
GENERAL
Fiduciary Duty.
Directors of a CIS manager and responsible person.
Provision of information.
PART III
ESTABLISHMENT OF A COLLECTIVE INVESTMENT
Authorisation requirements for a CIS.
Application for authorisation as a CIS.
Ongoing authorisation requirements.
Application for authorisation as a CIS.
Constituent documents.
Offering documents.
Initial costs of incorporation.
Investment restrictions.
Material changes requiring unitholder approval.
Amendments to offering and constituent documents of a CIS.
Withdrawal or retirement of key parties related to the CIS.
Revocation of authorisation/approval of the responsible person, CIS
manager, and custodian.
Commission may direct action to be taken by the responsible
person, CIS manager, or custodian.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws ARRANGEMENT OF BYE-LAWS—Continued BYE-LAW
PART IV
CIS MANAGER
22. Registration requirements for CIS managers.
23. Eligibility requirements for CIS managers.
24. Approval of a CIS manager.
25. Roles and responsibilities of a CIS manager.
26. Liability of CIS manager.
27. Internal controls and compliance function.
28. Internal controls audit.
29. Function of an internal auditor.
30. Physical and Functional separation.
31. CIS manager to ensure segregation of key functions.
32. Financial records.
33. Financial records to be available for inspection.
PART V
RESPONSIBLE PERSON
34. Authorisation required.
35. Eligibility requirements.
36. Authorisation of a responsible person.
37. Roles and Responsibilities of the responsible person.
38. Responsible person must be informed of policies.
39. Annual report on the administration of the CIS.
40. Responsible person to ensure the use of proper methods and practices.
41. Promotion and presentation.
42. Reporting to the Commission.
43. Maintenance of records.
PART VI
CUSTODIAN
44. Authorisation required.
45. Eligibility requirements of a custodian.
46. Application of custodian.
47. Roles and Responsibilities of a Custodian.
48. Segregation.
49. Use of sub-custodians.
50. Contents of the custodian and sub-custodian agreements.

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51. Matters not to be included in custodian agreements.
52. Dealings in the CIS property.
53. Self-assessments.
54. Report on self-assessment.
PART VII
OTHER PARTIES RELATED TO A CIS
55. Distributor eligibility requirements.
56. Roles and responsibilities of a distributor.
57. Distributor not to make a misrepresentation.
58. Distributor shall not trade without authorisation.
59. Offering document delivery obligations.
60. Registrar.
61. Appointment of the external auditor of CIS and duties.
62. Qualification of auditors.
63. Criteria for the independence of auditors.
64. Limit on the time frame for auditors for CISs.
65. Restriction on activities provided by auditors to a CIS.
66. Appointment of auditor by the Commission.
67. Notification in respect of auditors.
68. Notice on the resignation of the auditor.
69. Notice of removal of auditor.
70. Appointment of replacement auditor.
PART VIII
SUBSCRIPTIONS AND REDEMPTIONS
71. Policies and procedures—fair treatment.
72. Redemption of closed-end CIS.
73. Suspension of subscriptions and redemptions by CIS manager.
74. Commission authority with respect to suspensions.
PART IX
VALUATIONS AND PRICING
75. Calculation of net asset value.
76. Frequency of calculation and publication.
77. Valuation of units.
78. Pricing errors.

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PART X
BOOKS AND RECORDS
79. General obligation.
80. CIS manager records.
PART XI
CONFLICTS OF INTEREST
81. Independence.
82. CIS manager to be independent.
83. Restrictions on directors and members of committees.
84. General duties regarding conflicts.
85. General disclosure obligations.
86. CIS manager to disclose policies on conflict of interest.
87. Disclosure of interests in investments.
88. Disclosure by the CIS manager.
89. Recusal.
90. Gifts and benefits.
91. Appropriate policies and procedures to govern gifts and benefits.
92. Rebates and soft commission arrangements.
93. CIS manager prohibited from retaining soft commissions.
94. CIS manager to disclose the value of soft commissions.
95. CIS manager to retain a register of soft commissions.
96. Transactions with related parties—general duty.
97. No duplication of fees for managing one or more CIS.
98. CIS manager to obtain consent before engaging with a related party.
PART XII
CONDUCT OF BUSINESS
99. Investments within CIS mandates.
100. CIS manager must understand the securities prior to investment.
101. CIS manager to ensure investment policy aligns with objectives of
the CIS.
102. Defensive positions.

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103. Best execution.
104. Order allocation.
105. Underwriting.
106. Investment management agreement.
107. Agreement to be in compliance with Act and Bye-laws.
PART XIII
OUTSOURCING
108. Outsourcing of functions.
109. Key role or duty not to be outsourced.
110. Related parties remain responsible even where there is outsourcing
to third parties.
111. Disclosure of delegation to investors.
112. Related parties to have policies and procedures in place.
113. Due care.
114. Due diligence on selection.
115. Contents of the service agreement between a party related to the CIS
and a third party.
116. Fees—no double charges.
117. Performance assessment.
PART XIV
TERMINATION OF A CIS
118. Termination of CIS.
119. Termination plan.
120. Conditions for voluntary termination.
121. Consequences of voluntary termination.
122. Duties of the responsible person upon voluntary termination.
123. Duties of the responsible person upon winding-up by a Court.
124. Notice.
125. Accounts and reports during termination/winding up.
126. Terminating a class of units.
PART XV
CONTINUOUS DISCLOSURE
127. Financial statements.
128. Certification of annual and interim financial statements.

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129. Comparative annual financial statements preparation and filing.
130. Interim financial statements preparation and filing.
131. Provision of information on a CIS to the Commission.
132. Annual report of CIS performance and update of Key Facts Statement.
133. Contents of annual report of CIS performance.
134. Filing of material filed abroad.
135. Delivery of financial statements and annual reports.
136. Quarterly portfolio statement.
137. Unitholder account statements.
138. Material change report.
PART XVI
NOMENCLATURE
139. Naming of the CIS.
PART XVII
FOREIGN CIS
140. Recognition of foreign jurisdictions.
141. Application for authorisation.
142. Approval of authorisation by the Commission.
143. Requirements for offering documents.
144. Amendments of offering documents.
145. Delivery obligation—offering documents.
146. Continuous disclosure requirements.
147. Filing of material filed abroad.
148. Continuous disclosure—delivery to unitholders.
149. Language requirement.
150. Acceptable accounting principles and auditing standards for
authorised foreign CIS.
151. Acceptable auditors for authorised foreign CIS.
152. Receipt for offering documents.
153. Principal distributor.
154. Change of agent for service or principal distributor.
155. Application of Bye-laws to closed-end CIS.

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PART XVIII
CLOSED-END CIS
156. Listing requirement.
PART XIX
SELF-MANAGED CIS
157. Authorisation requirements.
158. Authorisation of a self-managed CIS.
159. Business restrictions.
160. References to CIS manager.
161. Application of provisions in the Act and General Bye-laws
applicable to broker-dealers.
162. Self-Managed fund not to act as a Broker-Dealer or CIS Manager
for other funds.
PART XX
MISCELLANEOUS
163. Imposition of penalty.
164. Website requirements for CIS manager.
165. Exemptions.
166. Written policies and procedures.
167. Capital Requirements.
PART XXI
TRANSITIONAL PROVISIONS
168. Transitional provisions—CIS.
169. Transitional provisions—CIS manager.
170. Transitional provisions—responsible person.
171. Transitional provisions—custodian.
SCHEDULE I—FEES.
SCHEDULE II—PROSPECTUS DISCLOSURE REQUIREMENTS FOR
COLLECTIVE INVESTMENT SCHEMES.
SCHEDULE III—APPENDUM FOR REGULATED FOREIGN CIS.
SCHEDULE IV—INVESTMENT RESTRICTIONS.

[Subsidiary]
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SECURITIES (COLLECTIVE INVESTMENT SCHEMES) BYE-LAWS made under section 148
PART I
PRELIMINARY

These Bye-laws may be cited as the Securities
(Collective Investment Schemes) Bye-laws.
In these Bye-laws:
(a) “the Act” means the Securities Act, Chap. 83:02; and (b) “the General Bye-laws” means the Securities (General) Bye-laws, 2015.
The fees payable under these Bye-laws are those set
forth in Schedule I of these Bye-laws.
The requirements set out in these Bye-laws apply in
addition to any other requirements contained in the Act, any other Bye-laws, or any other Guidelines.
For the purposes of these Bye-laws—
“central securities depository” means an entity operated by a central bank or licensed by a regulatory authority— (a) to establish and operate a system for the central handling of securities— (i) whereby all such securities are deposited with and held in custody by, or registered in the name of, the central depository or its nominee company for the holders of securities accounts, and dealings in respect of those securities are effected by means of entries in securities accounts without the physical delivery of certificates; or (ii) which permits or facilitates the settlement or registration of securities transactions 71/2023 [98/2023]. Citation. Interpretation. Ch. 83:02. Fees Schedule. Relationship to Act; Bye-laws. Definition.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] or dealings in securities without the physical necessity of certificates; and (b) to provide other facilities and services incidental thereto. “CIS” means a collective investment scheme as defined in the Act; “CIS manager” or “manager of a collective investment scheme” means a person approved or registered under these Byelaws to direct the business, operations, or affairs of the CIS, consistent with Part IV of these Bye-laws; “closed-end CIS” means a CIS that is not in continuous distribution and the constituent documents of which provide that it is not redeemable prior to its final termination date; “constituent documents” mean the principal documents governing the formation and operation of the CIS, and these include— (a) the Trust Deed in the case of a unit trust; (b) the Articles of Incorporation/Continuance and Bye-laws in the case of a company; or (c) the Memorandum and Articles of Association where applicable; and (d) such other agreements as may be necessary for the formation and operation of the CIS; “custodian” means a person that provides custody or safekeeping of the assets of a CIS but does not include a sub-custodian; “defensive position” means an investment strategy, taken to avoid investment losses in response to adverse market, economic, political, or any other condition, that may be inconsistent with the CIS’s principal investment policies; “designated person” means a person appointed under Bye-law 17(1) of the General Bye-laws; “distributor” means a person, in relation to a CIS, who performs the functions set out in Bye-law 56; “fundamental investment objectives” means the investment objectives of a CIS that define both the nature of the CIS and the investment features of the CIS that distinguish it from other types of CIS;

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws “generally accepted auditing standards” means the International Standards on Auditing issued by the International Auditing and Assurance Standards Board, or such other standards as may be recognised by the Commission; “independent director” means an individual who has no material relationship with the person or entity on whose board they have been appointed; “Key Facts Statement” means a document prepared in such form as the Commission may determine that provides current and prospective investors in a CIS with concise information, written in plain language, on the key features and risks of the CIS including, but not limited to, past performance (where applicable), costs and a breakdown of investment assets; “material relationship” means, for the purposes of the definition of independent director, a relationship which could reasonably be perceived to interfere with the exercise of a person’s independent judgment and shall be deemed to include an individual who— (a) has been an employee of the company within the last three (3) years; (b) is a current employee of the company; (c) is a relative of a senior officer of the company; (d) is a senior officer of— (i) an affiliate of the company; or (ii) any person who beneficially owns, directly or indirectly, or exercises control or direction over voting securities of the company, or a combination of both, carrying more than ten (10) per cent of the votes attached to all voting securities of the company outstanding; (e) beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the company, or a combination of both, carrying ten (10) per cent or more of the votes attached to all voting securities of the company outstanding; and

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (f) has served on the Board of the company for more than nine (9) years from the date of their first election; “offering document” means a prospectus, Key Facts Statement or any other document, as the case may be, inviting subscriptions or offers to subscribe for or purchase units of the CIS; “party related to a CIS” includes an administrator, sponsor, custodian, trustee, distributor, investment adviser, CIS manager, third parties to which tasks have been outsourced and any such other person performing or providing a service for a CIS; “principal distributor” means a broker-dealer licensed under the Act that has entered into an agreement with a regulated foreign CIS to carry out the tasks set out in Part XVII; “recognised foreign jurisdiction” means a foreign jurisdiction specified by the Commission in accordance with Part XVII; “recognised foreign jurisdiction concerned” when used in relation to a regulated foreign CIS means the recognised foreign jurisdiction where the CIS is established, formed, or incorporated; “registrar” means the person responsible for maintaining and updating a record of all unitholders in a CIS; “regulated foreign CIS” means a CIS that is— (a) a trust, partnership, company, or other entity established, formed, or incorporated under the laws of a recognised foreign jurisdiction; (b) authorised under the laws of the recognised foreign jurisdiction as a CIS eligible to offer its securities to the public; and (c) not prohibited under the laws of the recognised foreign jurisdiction from offering its securities to persons outside that jurisdiction; “related party” of a company means— (a) any person beneficially owning, directly or indirectly, thirty (30) per cent or more of the

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws ordinary share capital of that company, or able to exercise directly or indirectly, thirty (30) per cent or more of the total votes in that company; (b) any person controlled by a person who or which meets one or both of the descriptions given in paragraph (a); (c) any associate, partner, director, senior officer, or subsidiary of that company or of any of its related parties as defined in paragraph (a) or (b). “responsible person” means the entity that is responsible for the governance and oversight of the operations of the CIS, including compliance with the legal and regulatory framework— (a) where the CIS is constituted in a trust form the responsible person shall be the trustee; (b) where the CIS is constituted in corporate form the responsible person shall be that corporate entity; or (c) where the CIS is constituted in a form other than a company or trust, the responsible person shall be an entity appointed by the sponsor; “restricted broker-dealer” when used in these Bye-laws, means a broker-dealer registered under the Act and these Bye-laws, the business of which is restricted to acting as a CIS manager; “self-managed CIS” means a CIS that has not appointed a CIS manager duly registered and approved in accordance with the Act and these Bye-laws and the CIS has been authorised to act as such by the Commission under these Bye-laws; “soft commission” means any type of commission that is not paid in money; “special purpose vehicle” means a legal entity created solely to serve a particular function, such as the facilitation of a financial arrangement or creation of a financial instrument; “sponsor” means a person that, directly or indirectly, takes the initiative in funding, organising, or substantially organising a CIS, and includes a person that contributes the initial capital to the CIS or submits the offering document(s) in respect of that CIS;

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] “sub-custodian” means a person appointed by a custodian by way of written agreement to safe keep or hold custody of CIS assets on behalf of that custodian; “trustee” in relation to a CIS organised as a trust, means the person responsible for the oversight of the trust; “unit” means the right or interest, however, described, of an investor in a CIS and includes an equity interest or a share in a CIS constituted in corporate form; “unitholder” means a person who owns a unit of a CIS.
PART II
GENERAL
6. A party related to a CIS and its’ senior officers,
employees and delegates shall—
(a) act honestly and exercise the degree of care and diligence that a reasonably prudent person would exercise in the performance of its functions; (b) exercise at least the same degree of care as it exercises with respect to its own property of a similar kind if this is a higher degree of care than that referred to in paragraph (a); (c) act in the best interests of clients and, if there is a conflict between interests of clients and its own interests, or interests of a related party or of an affiliated person, give priority to the interests of clients; (d) not make use of information acquired through being a party related to the CIS to— (i) gain an advantage for itself or any other person; or (ii) cause detriment to unitholders of the CIS; (e) not make use of its position with respect to the CIS to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to unitholders of the CIS; and Fiduciary Duty.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (f) comply with any other duty or obligation as may be prescribed under its offering documents, constituent documents, the Act, the General Bye-laws, these Bye-laws, and any other relevant law.
7. (1) The Board of directors of the CIS manager and the
Board of Directors of the responsible person shall— (a) include at least two (2) independent directors; and (b) consist of no less than one-third of independent directors at all times. (2) The directors of the CIS manager and the responsible person shall be fit and proper and possess the necessary experience for the performance of their duties.
8. Each party related to a CIS in the exercise of its
functions, shall submit or make available to the Commission any statement, document, book, record, and other information relating to the CIS or the business of that party that relates to the CIS as may be requested by the Commission from time to time in the performance of its functions under the Act.
PART III
ESTABLISHMENT OF A COLLECTIVE INVESTMENT
9. (1) No units of a CIS shall be distributed without prior
authorisation of the CIS from the Commission in accordance with these Bye-laws. (2) Subject to Bye-law 12(3), the authorisation of a CIS shall be valid for a period not exceeding one hundred and twenty (120) days of the end of the financial year of the CIS.
10. (1) For every application for authorisation of a CIS, the
sponsor shall submit the following:
(a) an application for registration of the CIS in accordance with section 61(1) of the Act; Directors of a CIS manager and responsible person. Provision of information. Authorisation requirements for a CIS. Application for authorisation as a CIS.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (b) an application for registration of the units of the CIS in accordance with section 62(2) of the Act; (c) a prospectus prepared in accordance with
Schedule II or in such other form as the
Commission may determine;
(d) a Key Facts Statement in such form as the Commission may determine; (e) documentary evidence of the appointment of the following persons, who shall meet the requirements of these Bye-laws and have been approved by the Commission:
(i) a CIS manager that is duly registered in accordance with the Act and these Bye-laws; (ii) a custodian; (iii) a responsible person; (iv) an administrator/registrar; and (v) a distributor; (f) the constituent documents of the CIS; (g) documentary evidence demonstrating that either the sponsor or the CIS manager has the capacity to and shall invest an initial capital of at least five million dollars in Trinidad and Tobago dollars, or the equivalent amount in another currency, in the units of the CIS; (h) the latest audited financial statements of the CIS, if any, and if more recent, the latest interim financial statements; (i) the latest audited financial statement of the CIS manager and the responsible person; (j) the prescribed fees; (k) a letter identifying a designated person for the CIS manager and the responsible person; (l) the service level agreement with a third party for any outsourced functions, where such outsourcing is applicable and permissible under these Bye-laws; and (m) any other information as required by the Commission.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (2) Where a person referenced in paragraph (1)(e) is a foreign person, the sponsor shall ensure that the foreign person is domiciled in a jurisdiction whose laws are— (a) sufficient to ensure investor protection and market integrity in Trinidad and Tobago; and (b) of a standard at least equal to that in Trinidad and Tobago. (3) For the purposes of satisfying paragraph (2) the sponsor shall consider, in particular, the requirements in the foreign jurisdiction with respect to— (a) any obligation to prepare, file with its regulator, and publish offering documents, audited annual financial statements, interim financial statements, and material change disclosure documents; (b) whether the person is in good standing with the regulator in the foreign jurisdiction; (c) the ongoing supervision of the person by the foreign regulatory authority; (d) whether the Commission and the foreign regulator are parties to an information-sharing agreement; and (e) such other matters as the Commission deems relevant.
11. (1) A CIS and each party related to the CIS shall
continue to meet all eligibility requirements at all times. (2) If the responsible person or any party related to a CIS becomes aware that the CIS or any party related to the CIS is in breach of any eligibility requirement, it shall give notice of that fact to the Commission within seven (7) days of becoming aware of the alleged breach. (3) The party related to the CIS that is in breach of any eligibility requirement will take all steps necessary to remedy the breach forthwith. (4) If the party related to the CIS that is in breach has not rectified the breach within seven (7) days after the notice in Ongoing authorisation requirements.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] paragraph (2) was sent to the Commission, the Commission may take such further action under Bye-law 21 as the Commission deems necessary to remedy the breach.
12. (1) Where an application for authorisation of a CIS—
(a) is considered by the Commission to be fit and proper; and (b) complies with the requirements of Bye-law 10, the Commission shall approve the authorisation of the CIS and, may in its discretion, impose such terms and conditions as it thinks necessary. (2) Notwithstanding paragraph (1), the Commission may refuse to authorise a CIS where such authorisation is not in the public interest. (3) Notwithstanding the provisions of Bye-law 9(2), the authorisation of a CIS shall continue provided that the responsible person files within one hundred and twenty (120) days from the end of each financial year of the CIS the following:
(a) the relevant market access fees; (b) an updated Key Facts Statement subject to the requirements of Bye-law 132; (c) the most recent annual report of the CIS as required under Bye-law 132; (d) confirmation of the service providers of the CIS and the services they provide to the CIS; and (e) such other information as may be determined by the Commission. (4) If the responsible person fails to file all of the documents required by paragraph (3) by the end of the period stated in that paragraph— (a) the CIS’s authorisation under these Bye-laws shall be suspended; (b) the distribution of units of the CIS shall cease immediately; and (c) all other obligations of the CIS and the parties related to the CIS under the offering documents and constituent documents shall continue. Application for authorisation as a CIS.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (5) The Commission may rescind the suspension of the distribution and reinstate the authorisation of the CIS, whether on its own determination or upon application by the responsible person, where it is satisfied that the conditions which led to the cessation of the authorisation of the CIS have been addressed by the responsible person. (6) Notwithstanding the provisions of Bye-law 10(1)(e)(i), the Commission may approve the authorisation of a CIS that has not appointed a CIS manager where the Commission is satisfied that the CIS meets the requirements set out in Part XIX.
13. (1) The constituent documents of a CIS shall contain
such information as the Commission may determine. (2) Nothing in the constituent documents shall provide that the trustee, custodian, CIS manager, or any senior officer of the CIS shall be— (a) exempted from any liability to unitholders or the CIS imposed under the Act, the General Bye-laws, these Bye-laws or the law of the place of domicile of the CIS; (b) exempted from liability for any breaches of trust through fraud or negligence; or (c) indemnified against any such liability by unitholders or at unitholders’ expense. (3) If there is any inconsistency between any provision in a constituent document of the CIS and any provision of the Act, General Bye-laws, or these Bye-laws, the relevant provision in the Act, General Bye-laws, or these Bye-laws shall govern.
14. (1) A CIS sponsor shall obtain a receipt for a prospectus
of a CIS pursuant to section 82 of the Act.
(2) A CIS prospectus shall contain full and true disclosure in plain language of all material facts concerning the CIS and the securities to be distributed and shall be in such format and updated as frequently as the Commission may determine. (3) Documents shall be incorporated by reference into, and form part of, a prospectus for a CIS. Constituent documents. Offering documents.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (4) Documents incorporated by reference shall include, where applicable the following:
(a) the most recent Key Facts Statement of the CIS; (b) the most recently filed comparative annual financial statements of the CIS, together with the accompanying report of the auditor; (c) the most recently filed interim financial statements of the CIS; (d) the most recently filed annual report of the CIS; (e) the most recently filed quarterly portfolio statement; and (f) such other documents as the Commission may determine from time to time. (5) For a newly established CIS, the documents listed in paragraphs (4)(b), (c), (d), and (e) shall be incorporated as they are filed with the Commission. (6) In addition to the reasons set out in section 82 of the Act, the Commission shall not issue a receipt for the prospectus unless it has received evidence documentary evidence from the sponsor of the CIS demonstrating that the initial investment in the CIS required by Bye-law 10(1)(g) has been made and the units of the CIS are beneficially owned by the CIS manager, sponsor or such other person acceptable to the Commission.
15. The costs of incorporation, formation or initial
organisation of a CIS, and of the preparation and filing of any of the prospectus, Key Facts Statement, and constituent documents of the CIS shall not be borne by the CIS or its unitholders.
16. (1) A CIS manager shall comply with such investment
restrictions as set out in—
(a) the constituent documents of the CIS; and (b) Schedule IV of these Bye-laws. (2) Notwithstanding paragraph (1), the CIS manager shall comply with such other investment restrictions as the Commission may determine from time to time. Initial costs of incorporation. Investment restrictions.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (3) A CIS Manager shall implement and maintain appropriate policies and procedures to ensure compliance with the requirements specified in paragraphs (1) and (2).
17. (1) The responsible person shall seek the prior approval
of the unitholders of a CIS before any of the following material changes take effect:
(a) a change to the fundamental investment objectives of the CIS; (b) a change to the responsible person, CIS manager unless the respective successor is an affiliate of the existing entity; (c) an increase in fees or expenses charged to the CIS above that which is permitted by the offering documents and constituent documents, including, but not limited to, an increase in management fees; and (d) the suspension or termination of the CIS that has not been ordered by the Court, the Commission, or provided for in the constituent documents of the CIS. (2) Unless a greater majority is required by the constituent documents of the CIS, the laws applicable to the CIS, or any applicable agreement, the approval of the unitholders of the CIS to a matter referred to in paragraph (1)(a) to (c) shall be given by a resolution passed by at least a majority of the votes cast, in person or by proxy, at a meeting of the unitholders of the CIS duly called and held to consider the resolution. (3) A special resolution of unitholders shall be required to give effect to a matter referred to in paragraph (1)(d).
18. (1) Any amendments to a CIS’s offering documents or
constituent documents shall be made in accordance with such documents, the Act, and these Bye-laws and comply with Byelaw 17 if the change is one of those listed in Bye-law 17(1). (2) The offering documents and constituent documents may be amended by the responsible person, without consulting the Material changes requiring unitholder approval. Amendments to offering and constituent documents of a CIS.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] unitholders, provided that the responsible person certifies to the Commission in writing that in its opinion the proposed alteration— (a) is necessary to comply with fiscal or other statutory or official requirements; (b) does not materially prejudice unitholders’ interests; (c) does not to any material extent release the responsible person, CIS manager, or any other person from any liability to the unitholders; (d) does not increase the costs and charges payable from the CIS’s property; (e) is necessary to correct a manifest error; (f) is necessary to incorporate a material change or material fact, other than one set out in Bye-law 17; or (g) the amendment is not material to the operation of the CIS. (3) Notwithstanding paragraph (2), the Commission may require the responsible person to obtain a resolution of unitholders under Bye-law 17(2) if in the Commission’s opinion any modification, alteration, or addition to the offering documents or constituent documents may prejudice the interests of unitholders and such resolution shall be obtained prior to the change becoming effective. (4) Any amendment to the methodology used to calculate the net asset value per unit of the CIS shall have the prior approval of the Commission unless the change is being made to comply with financial reporting standards. (5) Where a non-material fact or non-material change occurs with respect to the CIS, including a non-material amendment to a constituent document, the responsible person shall submit the amendment and an updated copy of the constituent documents to the Commission within seven (7) business days prior to any amendments being made effective and a notice disclosing the amendment shall be filed with the Commission and published in the manner prescribed in Bye-law 135(2)(c). (6) For the purposes of paragraph (5), the responsible person shall ensure that the amendment is appended to the most recent version of the constituent documents or offering documents of the CIS.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (7) Where a material fact or material change occurs with respect to the CIS, including a material amendment to a constituent document or a change set out in Bye-law 17, an amendment to the prospectus, and to the Key Facts Statement if applicable, shall be filed with the Commission in accordance with section 77 of the Act, and a notice disclosing the amendment shall be filed with the Commission and published in the manner prescribed in Bye-law 135(2)(c). (8) If a Key Facts Statement is to be amended, it shall be amended and restated in full. (9) Section 77(2) of the Act does not apply to an amendment to an offering document by a CIS authorised under these Bye-laws, provided that the amended offering document is filed with the Commission as soon as practicable and in any event within ten (10) days of the receipt of unitholder approval of the change under Bye-law 17 or the date of any other material change, as the case may be.
19. (1) The responsible person, CIS manager, and custodian
may not withdraw or retire except upon the appointment of a new responsible person, manager, or custodian and subject to the prior approval of the Commission. (2) The withdrawal or retirement of the responsible person, CIS manager, or custodian shall take effect at the same time as the new responsible person, CIS manager or custodian assumes all the roles and responsibilities outlined in these Bye-laws. (3) The constituent documents of the CIS shall provide the procedure for a voluntary or involuntary change in key parties related to the CIS. (4) A CIS manager or custodian who withdraws from business shall ensure that the responsible persons for all affected CISs are promptly notified and that proper arrangements remain in place for the safekeeping of the assets of each CIS. (5) Where the responsible person, CIS manager, or custodian is being wound up, it shall comply with all applicable written law. Withdrawal or retirement of key parties related to the CIS.

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20. (1) The Commission may, where it considers it to be in
the interest of the unitholders of a CIS, issue an order to revoke the authorisation of a responsible person, or custodian or selfmanaged CIS or the approval of a CIS Manager where— (a) it deems that the party has contravened the Act, General Bye-laws, these Bye-laws, and any other laws under the administration of the Commission; (b) that party no longer meets all eligibility requirements under these Bye-laws; or (c) that party ceases to be fit and proper to carry out its responsibilities to the CIS. (2) The Commission shall not revoke the authorisation of a responsible person, custodian or self-managed CIS or the approval of a CIS manager under this Bye-law without giving that person an opportunity to be heard.
21. The Commission may, where it considers it to be
necessary, direct the responsible person, CIS manager, or custodian to take any action in the interest of unitholders.
PART IV
CIS MANAGER
22. (1) No person shall carry on business or hold himself
out as a CIS manager unless the person— (a) is registered or deemed to be registered in a category of registration permitted to carry on such activities, or is otherwise exempted from registration in accordance with the Act or these Bye-laws; and (b) is deemed to be registered or exempted from registration and has received written notice of the registration from the Commission. (2) The categories of registration permitted to carry on the business of a CIS manager are:
(a) broker-dealer registered under the Act and approved to so act under these Bye-laws; and Revocation of authorisation/ approval of the responsible person, CIS manager, and custodian. Commission may direct action to be taken by the responsible person, CIS manager, or custodian. Registration requirements for CIS managers.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (b) restricted broker-dealer, registered under the Act and these Bye-laws. (3) A broker-dealer registered under the Act may engage in or hold itself out as engaging in the business of a CIS manager provided that the broker-dealer also meets the criteria for registration as a restricted broker-dealer as set out in Bye-law 23(2)(e) to (k) and has been granted approval under Bye-law 24. (4) The registration of a restricted broker-dealer shall be valid for a period of one (1) year from the date of registration or such other period as the Commission may determine. (5) Unless otherwise specified in these Bye-laws, all requirements placed on a broker-dealer in the Act or General Bye-laws shall apply to a restricted broker-dealer.
23. (1) A broker-dealer registered under the Act who is
seeking to conduct business as a CIS manager shall— (a) meet the requirements in Bye-law 7 and in Bye-law 23(2)(e) to (k) of these Bye-laws and apply in such form as may be determined by the Commission; and (b) maintain minimum capital requirement which is the higher of the prescribed amounts for its registerable business activities, or such other amount as the Commission may determine from time to time. (2) Every applicant for registration, renewal, or reinstatement of registration as a restricted broker-dealer shall— (a) be a company incorporated in Trinidad and Tobago, or incorporated in any other designated foreign jurisdiction and registered in Trinidad and Tobago as an external company under the Companies Act; (b) have as its primary business an activity for which registration is required under Bye-law 22 of these Bye-laws; Eligibility requirements for CIS managers. Ch. 81:01.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (c) not have direct or indirect interests which may conflict with, or be likely to affect the conduct and integrity of its business as a CIS manager; (d) maintain at all times minimum capital of two million dollars, of which at least one million dollars shall be regulatory capital or satisfy such other capital requirements as the Commission may determine from time to time; (e) have at least two (2) brokering representatives who are registered in accordance with the General Bye-laws, each with a minimum of three (3) years CIS-related work experience in its employ; (f) establish and maintain risk management systems and controls to enable it to identify, assess, mitigate, control, and monitor risks in relation to each CIS it operates and manages; (g) have adequate human resources with the necessary qualifications, expertise, and experience to carry out the business of a CIS manager; (h) have adequate and appropriate systems, procedures, and processes to undertake the activities of a CIS manager in a proper and efficient manner; (i) have appropriate policies and procedures to— (i) identify, mitigate and manage any conflicts of interest between the CIS and the CIS manager, any party related to the CIS, or any other CIS managed by that CIS manager; (ii) ensure best execution of trades for the CIS; (iii) ensure appropriate trading and timely allocation of transactions among the CISs managed by that manager; and (iv) prevent churning;

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (j) pay such fee as may be prescribed; and (k) meet such other requirements as the Commission may determine.
24. (1) Where a broker-dealer registered under the Act, is
considered by the Commission to meet the requirements set out in Bye-law 23(1), the Commission shall approve the brokerdealer to conduct the business of a CIS manager. (2) Where an applicant for registration, renewal, or reinstatement as a restricted broker-dealer— (a) is considered by the Commission to be fit and proper; (b) complies with the requirements of Bye-law 23(2); and (c) pays the prescribed fee, the Commission shall approve the registration, renewal, or reinstatement of the applicant and may in its discretion impose such terms and conditions as it thinks necessary. (3) Notwithstanding paragraphs (1) and (2), the Commission may refuse to— (a) approve the broker-dealer or restricted brokerdealer to conduct the business of a CIS manager; or (b) register, renew, or reinstate the registration of an applicant, where such registration is not in the public interest.
25. A CIS manager shall, among other responsibilities—
(a) ensure that the assets of the CIS are invested in accordance with the investment objectives and related strategies of the CIS; (b) ensure that all applicable borrowing and investment restrictions are adhered to and if breached, the CIS manager shall take as a priority all steps as necessary within a reasonable time period to remedy the situation, taking due account of the interests of the unitholders; and Approval of a CIS manager. Roles and responsibilities of a CIS manager.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (c) value the assets and calculate the net asset value of the units of a CIS or arrange for an independent party to conduct the valuations and calculations.
26. (1) A CIS manager shall be responsible to the CIS for
the losses suffered by the CIS as a result of the CIS manager’s failure to exercise the degree of care and diligence required by Bye-law 6 in operating and managing the CIS. (2) A CIS manager shall not be relieved from liability for losses arising out of the failure of the CIS manager, or any person retained by the CIS manager, to discharge any of the duties and responsibilities of the CIS manager to the CIS.
27. (1) A CIS manager shall establish, maintain and
implement policies and procedures that create a system of controls and supervision sufficient to— (a) provide reasonable assurance that the CIS manager and each individual acting on its behalf, complies with the constituent documents, offering documents, the Act, the General Bye-laws and these Bye-laws; and (b) manage the risks associated with its business in accordance with prudent business practices including through the use of stress testing parameters— (i) identified by the CIS Manager as being relevant to the CIS; and (ii) as may be determined by the Commission from time to time. (2) The system of controls required under paragraph (1) shall include, but not be limited to— (a) risk management systems and controls to enable it to identify, assess, mitigate, control and monitor risks in relation to each CIS it operates and manages; and Liability of CIS manager. Internal controls and compliance function.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (b) sound liquidity risk management processes taking into account normal and stressed market conditions. (3) In addition to the stress testing carried out pursuant to paragraph (1)(b) above, the Commission may issue stress testing parameters in such form as the Commission may determine from time to time. (4) A CIS manager shall establish a compliance function that shall be responsible for— (a) ensuring the development, maintenance and review of compliance procedures for each area of the operations of the CIS manager; (b) establishing and maintaining policies and procedures for assessing compliance by the CIS manager, and individuals acting on its behalf, with the constituent documents, offering documents, the Act, the General Bye-laws and these Bye-laws; (c) monitoring and assessing compliance by the CIS manager, and individuals acting on its behalf, with the constituent documents, offering documents, the Act, the General Bye-laws and these Bye-laws; (d) preparing compliance reports that detail compliance issues relating to each area of the operations of the CIS manager; (e) advising on any matter relating to compliance with the applicable requirements, including on CIS management and on dealings by employees and directors of the CIS manager and the investment committee members of the CIS; and (f) reporting to the board of directors, investment committee, audit committee or relevant subcommittee as soon as possible if circumstances indicate that the CIS manager, or any individual acting on its behalf, may not be in compliance with the constituent documents, offering documents, the Act, the General Byelaws and these Bye-laws.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (5) All findings revealed by the activities of the compliance function referred to in paragraph (4) shall be properly documented and where such findings identify material non-compliance with any of the constituent documents, offering documents, the Act, the General Bye-laws and these Bye-laws, the CIS Manager shall notify the responsible person and the Commission within seven (7) days of becoming aware of the material non-compliance. (6) The notification required in paragraph (5) shall include— (a) a description of the material non-compliance; (b) the date on which the material non-compliance occurred; (c) the date on which the CIS Manager became aware of the material non-compliance; and (d) any corrective actions taken and to be taken, including timeframes.
28. (1) A CIS manager shall have its internal controls and
processes verified by an assessment, at least annually, by an auditor. (2) The assessment required in paragraph (1) shall— (a) be commensurate with the nature and scope of operations of the CIS manager; (b) allow the auditor to report on the adequacy, effectiveness and efficiency of the management, operations, risk management and internal controls of the CIS Manager; and (c) be performed by an internal auditor or external auditor.
29. Where the assessment required in Bye-law 28 is
performed by an internal auditor of the CIS manager, that function, inter alia, shall— (a) where practicable, be free from operating responsibilities, with a direct line of communication to the Board of Directors or the audit committee of the Board, as applicable; Internal controls audit. Function of an internal auditor.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (b) follow clearly defined terms of the internal audit framework which sets out the scope, objectives, approach and reporting requirements; (c) adequately plan, control and record all audit work performed, and record the findings, conclusions and recommendations; and (d) highlight matters in the audit report to the Board of Directors or its audit committee, which shall be resolved satisfactorily in a timely manner.
30. (1) Where a CIS manager is part of a group of
companies—
(a) which undertakes other financial activities which are not related to the management of the CIS, such as advising on corporate finance, banking or brokering; or (b) where the CIS manager carries on one or more of the activities referred to in subparagraph (a), it shall ensure that there is an effective system of functional separation and physical barriers in place to prevent the flow of confidential or price-sensitive information between the different areas of operations. (2) The requirements for physical and functional separation in paragraph (1) do not apply where such separation is impracticable given the size of the companies concerned. (3) There shall be procedures to document the controls referred to in paragraphs (1) and (2) above.
31. A CIS manager shall ensure that key duties and functions
are appropriately segregated where applicable, and in particular— (a) front office functions shall be segregated from back-office functions and shall be carried out by different staff with separate reporting lines; (b) compliance and audit functions shall, if possible, be separated from each other, and have separate reporting lines from other functions; Physical and Functional separation. CIS manager to ensure segregation of key functions.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (c) the asset management function shall be clearly separated from the trading function; and (d) the investment decision-making functions shall be completely separated from the persons responsible for determining asset valuation and net asset value calculations.
32. A CIS manager shall ensure that the books and records
of the CIS shall give a true and fair view of the CIS’s financial position at all times.
33. A CIS manager shall ensure that the financial records of
the CIS manager and of any CIS under its management are available for inspection by the responsible person or auditor upon request.
PART V
RESPONSIBLE PERSON
34. Every CIS requiring authorisation under Part III shall
have a responsible person authorised by the Commission.
35. (1) Every applicant for authorisation as a responsible
person shall—
(a) submit an application in such form as may be determined by the Commission; (b) be a company incorporated in Trinidad and Tobago, or incorporated in any other designated foreign jurisdiction and registered in Trinidad and Tobago as an External Company under the Companies Act; (c) where the applicant is not licensed under the Financial Institutions Act, have a minimum issued and paid-up capital of not less than two (2) million dollars; (d) have adequate human resources with the necessary qualifications, expertise, and experience to carry on business as a responsible person of a CIS; Financial records. Financial records to be available for inspection. Authorisation required. Eligibility requirements. Ch. 81:01. Ch. 79:09.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (e) have adequate and appropriate systems, procedures, and processes, including internal controls and risk management, that provide reasonable assurance that it can carry out its duties and responsibilities in accordance with the Act, these Bye-laws and the constituent documents of the CIS; (f) where the CIS is constituted as a trust, be a financial institution licensed and permitted to conduct trust business under the Financial Institutions Act; (g) pay such fees as may be prescribed; and (h) meet such other requirements as the Commission may determine. (2) Subject to Bye-law 36 the authorisation of a person under paragraph (1) shall be valid for a period of one (1) year from the date of authorisation or such other period as the Commission may determine.
36. (1) Where an application for authorisation, renewal, or
reinstatement as a responsible person— (a) is considered by the Commission to be fit and proper; and (b) complies with the requirements of Bye-law 35, the Commission shall approve the authorisation, renewal, or reinstatement of the applicant and may in its discretion impose such terms and conditions as it thinks necessary. (2) Notwithstanding paragraph (1), the Commission may refuse to authorise, renew or reinstate the authorisation of an applicant where such authorisation is not in the public interest.
37. (1) A responsible person shall, at all times, through
proper and adequate supervision, ensure that the CIS is operated and managed, in accordance with— (a) the constituent documents; (b) the offering documents; (c) the Act, the General Bye-laws and these Byelaws; and Ch. 79:09. Authorisation of a responsible person. Roles and Responsibilities of the responsible person.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (d) acceptable and efficacious business practices within the CIS industry. (2) A responsible person shall exercise reasonable diligence in monitoring each party related to a CIS and ensuring that remedial actions are taken promptly in response to any breach of the provisions of the constituent documents, disclosures in offering documents, requirements of these Byelaws, the General Bye-laws and provisions of the Act. (3) Where the responsible person is of the opinion that the parties related to the CIS are not acting appropriately, the responsible person shall promptly notify the Commission.
38. (1) A responsible person shall ensure that it is fully
informed of the policies of all parties related to the CIS as those policies relate to its duties for the CIS, and of any changes made to those policies. (2) If the responsible person is of the opinion that the policies are not in the interests of unitholders, it shall, after considering any representation made by the relevant parties, take all reasonable steps to ensure the parties related to a CIS act in the best interest of unitholders and promptly notify the Commission of any such instruction.
39. (1) The responsible person shall—
(a) no less frequently than annually, conduct or cause to be conducted, an examination of the administration of the CIS by the CIS manager to determine whether the CIS has been administered in accordance with— (i) the provisions of these Bye-laws including any limitations imposed on the investment and borrowing powers of the CIS manager; and (ii) the provisions of the Act, the General Bye-laws, the offering documents and the constituent documents; and Responsible person must be informed of policies. Annual report on the administration of the CIS.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (b) prepare a report that states whether, in the responsible person’s opinion, the CIS manager has in all material respects managed the CIS in accordance with the provisions of the Act, the General Bye-laws, these Bye-laws, the offering documents, and constituent documents. (2) If the examination conducted under paragraph (1)(a) indicates that the CIS manager is not in full compliance, the report of the responsible person required under paragraph (1)(b) shall include— (a) the details of the non-compliance; (b) the steps taken by the CIS manager to rectify the situation; and (c) the steps that the responsible person has taken in respect thereof. (3) The report of the responsible person shall be sent to the CIS manager and be included in or accompany the annual report of the CIS.
40. The responsible person shall take reasonable care to
ensure that the methods and practices adopted by the CIS manager in calculating the value of units are adequate to ensure that the sale, issue, repurchase, redemption, and cancellation prices are calculated in accordance with the provisions of the offering documents, constituent documents, any relevant Byelaws and any guidance issued by the Commission.
41. The responsible person shall ensure that all promotions
and presentations made in relation to a CIS shall be in accordance with the standards that the Commission may determine, from time to time.
42. The responsible person shall notify the Commission
within seven (7) days of any—
(a) breach of the provisions or covenants of the constituent documents; (b) contravention of the Act, the General Bye-laws or these Bye-laws; Responsible person to ensure the use of proper methods and practices. Promotion and presentation. Reporting to the Commission.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (c) inconsistency between the disclosures in the offering documents and the provisions or covenants of the constituent documents; or (d) another event or occurrence, that, in the responsible person’s opinion, may indicate that the interests of unitholders are not being protected.
43. The responsible person shall ensure that the CIS
manager maintains proper accounting records and other records as are necessary— (a) to enable a complete and accurate view of the CIS to be formed; and (b) to ensure that the CIS is operated and managed in accordance with the constituent documents, the offering documents, the Act, the General Bye-laws and these Bye-laws.
PART VI
CUSTODIAN
44. Every CIS requiring authorisation under Part III shall
have a custodian authorised by the Commission.
45. (1) Every applicant for authorisation as a custodian shall—
(a) submit an application in such form as may be determined by the Commission; (b) be a financial institution licensed under the Financial Institutions Act, a central securities depository in Trinidad and Tobago, or a person that is regulated as a banking institution, trust company, custodian, or central securities depository under the laws of a foreign jurisdiction in which the assets are to be held; (c) be independent of the CIS manager and responsible person; and (d) meet such other requirements as the Commission may determine. Maintenance of records. Authorisation required. Eligibility requirements of a custodian. Ch. 79:09.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (2) Notwithstanding paragraph (1)(c), where a CIS is constituted in trust form, the responsible person may, with the approval of the Commission, also act as the custodian of the CIS. (3) Subject to Bye-law 46 the authorisation of a person under paragraph 1 shall be valid for a period of one (1) year from the date of authorisation or such other period as the Commission may determine.
46. (1) Where an application for authorisation, renewal, or
reinstatement as a custodian—
(a) is considered by the Commission to be fit and proper; and (b) complies with the requirements of Bye-law 45, the Commission shall approve the authorisation, renewal, or reinstatement of the applicant and may in its discretion impose such terms and conditions as it thinks necessary. (2) Notwithstanding paragraph (1), the Commission may refuse to authorise, renew or reinstate the authorisation of an applicant where such authorisation is not in the public interest.
47. A custodian shall ensure—
(a) there is a complete physical and legal separation of CIS assets held under custody such that the legal entitlement of unitholders to such assets is ensured; and (b) appropriate internal control systems are maintained and that records clearly identify the nature and value of all CIS assets under custody, the ownership of each asset, and the place where any applicable documents of title pertaining to each asset are kept.
48. (1) The custodian shall—
(a) take custody and control of all assets of the CIS and hold them in trust for the unitholders in accordance with the offering documents and constituent documents, the Act, the General Byelaws, these Bye-laws and such requirements as the Commission may determine; Application of custodian. Roles and Responsibilities of a Custodian. Segregation.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (b) subject to paragraph (2) below, hold cash and register registrable assets in the name of the CIS or in trust for the CIS; (c) hold the assets of the CIS that are securities in an account at a central securities depository as far as practicable; (d) ensure that its books and records clearly separate and segregate assets of the CIS from the assets of— (i) the custodian; (ii) the responsible person; (iii) the CIS manager; (iv) other clients of the custodian; and (v) any other CIS; (e) where borrowing is undertaken for the account of the CIS, register any CIS assets pledged as collateral in the lender’s name or in that of a nominee appointed by the lender; and (f) provide asset reconciliations to the responsible person and the CIS manager, which confirm the assets held by the custodian on behalf of the CIS. (2) Where a foreign jurisdiction allows the security to be held in the name of the custodian or sub-custodian, the security will be permitted to be held in that way.
49. Where a custodian uses the services of a sub-custodian,
a written agreement shall be in place between the custodian and the sub-custodian that— (a) provides for the safekeeping of the assets of the CIS on terms consistent with the custodian agreement of the CIS and the requirements of these Bye-laws; (b) specifies the terms of the retention of the subcustodian and the services to be provided; and (c) specifies the liabilities of the custodian and sub-custodian. Use of subcustodians.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws
50. (1) The Commission may establish requirements for
custodian and sub-custodian agreements of a CIS as it may determine. (2) Where the Commission has established requirements pursuant to paragraph (1) above, the custodian and sub-custodian agreements shall comply with these requirements.
51. A custodian agreement or sub-custodian agreement
concerning the assets of a CIS shall not— (a) provide for the creation of any security interest on the assets of the CIS except— (i) for a good faith claim for payment of the fees and expenses of the custodian or a sub-custodian for acting in that capacity; or (ii) to secure the obligations of the CIS to repay borrowings by the CIS from a lender for the purpose of settling portfolio transactions; and (b) contain a provision that would require the payment of a fee to the custodian or a sub-custodian for the transfer of the beneficial ownership of the CIS’s assets, other than for safekeeping and administrative services in connection with acting as custodian or sub-custodian.
52. A custodian shall take all steps to promptly carry out any
instruction properly given by the CIS manager, or its delegate, relating to acquisitions or disposals of, or the exercise of the rights attaching to, the assets of a CIS.
53. (1) The custodian of a CIS shall, within sixty (60) days
after the end of each financial year of the CIS— (a) review the custodian agreement and all subcustodian agreements of the CIS to determine if those agreements are in compliance with these Bye-laws; and (b) make reasonable inquiries as to whether each sub-custodian satisfies the requirements of these Bye-laws. Contents of the custodian and sub-custodian agreements. Matters not to be included in custodian agreements. Dealings in the CIS property. Selfassessments.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (2) The custodian shall, within sixty (60) days after the end of each financial year of the CIS, advise the responsible person in writing of— (a) the names and addresses of all sub-custodians of the CIS; and (b) the results of the reviews performed in paragraph (1).
54. A report of the self-assessment performed in Bye-law 53
shall be submitted to the Commission by the responsible person at the same time as the filing of the annual financial statements of the CIS.
PART VII
OTHER PARTIES RELATED TO A CIS
55. No person shall distribute the units of a CIS unless such
person is—
(a) registered as a broker-dealer with the Commission; or (b) otherwise approved by the Commission.
56. A distributor shall—
(a) process applications for investments in a CIS and accept money for investment in the CIS; (b) send or deliver copies of the prospectus and other offering documents upon receipt of an order or subscription for units in a CIS; (c) issue receipts in respect of the applications received in accordance with paragraph (a); (d) issue contract notes to the applicants in accordance with the terms of the CIS; (e) process requests for the conversion, transfer, or redemptions of the units of a CIS; and (f) issue payment for redemptions in respect of the requests for redemptions received in accordance with paragraph (e). Report on selfassessment. Distributor eligibility requirements. Roles and responsibilities of a distributor.

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57. A distributor shall not misrepresent or recklessly
represent—
(a) the distributor’s qualifications or that of the principal represented; (b) the CIS or its characteristics offered by the principal; and (c) the past performance of the CIS being marketed.
58. A distributor shall not—
(a) trade in units of a CIS unless the CIS has been authorised by the Commission; and (b) issue, circulate, or distribute any application forms unless the form is accompanied by the most recent Key Facts Statement and prospectus.
59. (1) The requirements under the Act and these Bye-laws
to send or deliver a prospectus of a CIS to a person are satisfied by sending or delivering the most recent prospectus for the CIS filed under these Bye-laws. (2) If a prospectus of a CIS is required under the Act or these Bye-laws to be sent or delivered to a person, the Key Facts Statement most recently filed under these Bye-laws must be sent or delivered to the person at the same time and in the same manner as otherwise required for the prospectus. (3) The requirement under the Act or these Bye-laws to send or deliver a prospectus does not apply if the— (a) purchase is not the first purchase by that person of the securities of the mutual fund after the filing of a new or amended prospectus; and (b) most recent Key Facts Statement is sent or delivered under paragraph (2). (4) A person satisfies the obligation with respect to the sending or delivery of any prospectus or Key Facts Statement by— (a) sending the prospectus or Key Facts Statement by— (i) way of compact disc or other external memory device addressed to the person’s address; or Distributor not to make a misrepresentation. Distributor shall not trade without authorisation. Offering document delivery obligations.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (ii) electronic mail, provided that the CIS manager posts the prospectus or Key Facts Statement on its website; (b) posting the prospectus or Key Facts Statement on the website of the CIS manager and publishing a notice in two (2) daily newspapers to be approved by the Commission, giving notice about the availability of such prospectus or Key Facts Statement; (c) mailing the prospectus or Key Facts Statement to the address of the person; or (d) making the prospectus or Key Facts Statement available in such other manner as the Commission may determine. (5) Notwithstanding paragraph (4), a person may make a request for a hard copy of any prospectus or Key Facts Statement or any other document incorporated by reference to the prospectus and the CIS manager or distributor shall, as soon as practicable, send the requested documents to that person, without charge.
60. (1) The registrar of a CIS or the person responsible for
performing the functions of the registrar of a CIS shall establish and maintain a register of the unitholders in a CIS that shall be kept in a legible form or in a form capable of being reproduced in a legible form. (2) The register referred to in paragraph (1) that is maintained by a registrar shall contain— (a) contact information for each unitholder; (b) the number of units, including fractions of a unit, of each type held by each such unitholder; (c) the date on which the unitholder was registered in the register in respect of the units standing in his name; and (d) the date any changes were made to the above information. Registrar.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (3) The registrar shall— (a) take all reasonable steps and exercise all due diligence, to ensure that the information contained in the register is, at all times, accurate, complete, and up to date; (b) where applicable, facilitate the delivery of dividends or other distributions to the unitholders of a CIS; and (c) where applicable, take reasonable care to ensure that any evidence of investment in units are not issued until subscription monies have been paid. (4) The registrar shall take such steps as are necessary to obtain information concerning any new unitholders in a CIS to enable an entry in the register to be made in respect of those unitholders. (5) The registrar may provide book-keeping, accounting, secretarial, registrar services, or distributor services to a CIS.
61. (1) The responsible person of a CIS shall appoint an
acceptable external auditor to carry out the duties set out in paragraph (2). (2) An external auditor appointed under paragraph 1 shall— (a) make such examinations as will enable the auditor to make the reports required under the Act, the General Bye-laws, and these Bye-laws; (b) conduct an annual audit of the CIS and its financial statements, and provide the CIS and its unitholders with a report thereon in accordance with generally accepted auditing standards; (c) conduct such other audits or examinations required under the Act, the General Bye-laws, or these Bye-laws in relation to the CIS. (3) An audit for the purposes of paragraph (2)(b) shall include procedures to verify the assets of the CIS, its valuations, and the CIS manager’s methodology of calculating the net asset value of the CIS. Appointment of the external auditor of CIS and duties.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary]
62. (1) No person shall be appointed as an external auditor
of a CIS unless—
(a) the auditor is an entity that has the capacity and resources to satisfactorily audit the CIS; (b) the persons specified in paragraph (2) are independent of the CIS; and (c) at least one member of the auditor is a practicing member in good standing with ICATT or such equivalent body and meets any other requirements as the Commission may approve. (2) For the purpose of paragraph (1)(b), the persons are— (a) the auditor; and (b) members of the audit team conducting the audit of the CIS, including the person having primary responsibility for the audit.
63. (1) A person identified in Bye-law 62(1)(b) is not
independent of the CIS if he—
(a) is a connected party of the CIS; (b) is indebted to the CIS, any party related to the CIS or one of its affiliates other than by virtue of— (i) a fully collateralised loan; or (ii) any short-term credit facility used to fund the operations of the auditor; (c) beneficially owns or controls, directly or indirectly five (5) per cent or more of the shares or other securities of the CIS or of any of its affiliates; or (d) has within two (2) years immediately preceding the appointment of the auditor, been a receiver, receiver-manager, liquidator, or trustee in bankruptcy of a party related to the CIS or of any affiliate of a party related to the CIS other than a subsidiary or affiliate acquired through a realisation of security. Qualification of auditors. Criteria for the independence of auditors.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (2) For the purposes of paragraph (1)(a), a person is a connected party of a CIS if the person— (a) is a senior officer of the responsible person or party related to the CIS; or (b) is a senior officer of— (i) an affiliate of the responsible person or party related CIS; or (ii) an entity that beneficially owns, directly or indirectly, or exercises control or direction over voting securities of the CIS, carrying an aggregate of ten (10) per cent or more of the votes attached to all outstanding voting securities of the CIS. (3) An auditor, a member of an auditor or audit partner is independent if the person has no material relationship with the CIS, the CIS manager, or an entity related to the CIS manager. (4) For the purpose of paragraph (3), a material relationship means a relationship that could reasonably be perceived to interfere with the exercise of the independent judgment of the person.
64. An audit partner shall not have primary responsibility for the
audit of a CIS for a period of more than five (5) consecutive years.
65. The auditor of a CIS shall not provide to that CIS—
(a) book-keeping or other services related to its accounting records or financial statements; (b) financial information systems design and implementation services; (c) actuarial services; (d) internal audit outsourcing services; or (e) such other non-audit related services as the Commission may determine.
66. Where the Commission is not satisfied with the audited
annual financial statements or report of the external auditor Limit on the time frame for auditors for CISs. Restriction on activities provided by auditors to a CIS. Appointment of auditor by the Commission.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] appointed by a CIS, the Commission may appoint another auditor to conduct an independent audit and shall fix the remuneration to be paid to the auditor by the CIS.
67. The responsible person shall, within three (3) days, give
written notice, together with reasons, to the Commission if— (a) it intends to terminate the appointment of its auditor before the expiration of its term of office; (b) it intends to replace an auditor at the expiration of its term with a different auditor; or (c) an auditor ceases to be an auditor of a CIS in circumstances other than those set out in paragraphs (a) and (b).
68. The auditor of a CIS shall forthwith give written notice
to the Commission if it—
(a) resigns before the expiration of its term of office; or (b) does not seek re-appointment, together with reasons for such resignation or decision not to seek re-appointment.
69. Where the auditor of a CIS is to be removed as a result
of a disagreement with the responsible person or any party related to a CIS, the auditor shall submit to the responsible person and the Commission, a written statement setting out the nature of the disagreement.
70. (1) Where the auditor of a CIS has resigned or the
appointment of the auditor has been revoked, no person shall accept an appointment as auditor of that CIS until such person has requested and received from the auditor who has resigned or whose appointment as auditor has been revoked, a written statement of the circumstances and reasons for such resignation or why, in the opinion of the former auditor, the appointment was revoked. Notification in respect of auditors. Notice on the resignation of the auditor. Notice of removal of auditor. Appointment of replacement auditor.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (2) Notwithstanding paragraph (1), a person may accept an appointment as auditor of a CIS if, within fifteen (15) days after a request under paragraph (1) is made, no reply from the former auditor is received.
PART VIII
SUBSCRIPTIONS AND REDEMPTIONS
71. Each party related to the CIS shall have policies and
procedures in place to ensure incoming, continuing, and redeeming investors are treated fairly and ensure subscriptions and redemptions are carried out in a fair and non-discriminatory manner.
72. A closed-end fund may not redeem its units prior to its
termination date as set out in its constituent documents without the prior written permission of the Commission.
73. (1) The CIS manager may, with the agreement of the
responsible person, suspend sales and redemptions of units of a CIS— (a) in exceptional circumstances, after having determined that a suspension is in the best interest of participants; (b) with the prior written permission of the Commission; or (c) as otherwise permitted or required by law. (2) For the purposes of paragraph (1), exceptional circumstances include, but are not limited to, situations where normal trading is suspended on a stock exchange or other market on which securities are traded if those securities represent more than fifty (50) per cent by value of the total assets of the CIS, provided that those securities are not traded on any other exchange or market that represents a reasonably practical alternative for the CIS. (3) The CIS manager shall within one (1) day of the decision to suspend subscriptions and redemptions of units of a CIS as permitted in paragraph 1 above— (a) notify the Commission if the dealing in units is suspended, stating the reasons for the suspension; and Policies and procedures— fair treatment. Redemption of closed-end CIS. Suspension of subscriptions and redemptions by CIS manager.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (b) make public disclosure of the suspension in every medium in which the CIS’s prices are normally published. (4) Where there is a suspension of a CIS, the CIS Manager shall— (a) ensure that subscription or redemption requests submitted during the period of suspension are not processed; and (b) promptly notify any client who wishes to either subscribe or redeem units of the CIS of their inability to do so during the period of suspension in accordance with paragraph (3)(b) above. (5) The suspension should cease as soon as practicable when the exceptional circumstances cease to exist, and in any event, within thirty (30) days of the commencement of the suspension. (6) Notwithstanding paragraph (4) above, the suspension may be extended if the CIS manager satisfies the responsible person and the Commission that it is in the best interest of unitholders that the dealing in units to remain suspended and any such extension should be subject to weekly review by the responsible person.
74. The Commission may , where it considers it necessary in
the public interest—
(a) order subscriptions and redemptions of securities in a CIS to cease for such period of time as may be specified by the Commission; or (b) order a CIS that has suspended or ceased the subscriptions and redemption of its securities to resume accepting subscription requests and fulfilling redemption requests, in accordance with section 154 of the Act. Commission authority with respect to suspensions.

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PART IX
VALUATIONS AND PRICING
75. (1) The net asset value of a CIS shall be calculated
using the fair value of the CIS’s assets and liabilities determined in compliance with IFRS or such other accounting standards approved by the Commission. (2) The net asset value of a CIS shall include the income and expenses of the CIS accrued up to the date of calculation of the net asset value. (3) For the purposes of paragraph (1) above, fair value means the value determined using— (a) IFRS; or (b) such other standards and requirements set by the Commission. (4) The CIS manager shall— (a) establish and maintain appropriate policies and procedures for determining the fair value of the assets and liabilities of the CIS; and (b) follow those policies and procedures consistently, with due care, and in good faith. (5) The CIS manager shall maintain a record of the valuations of the assets and calculations of fair value and the reasons supporting those valuations and calculations. (6) The obligations in paragraphs (4) and (5) shall also apply to any other party to which the duty of valuing the CIS’s assets and liabilities has been delegated. (7) The valuations of the assets and calculations of fair value and net asset value shall be verified by the CIS’s external auditors at least once every calendar year.
76. (1) The net asset value of a CIS shall be calculated at
least as frequently as the CIS manager and the responsible person deem prudent. Calculation of net asset value. Frequency of calculation and publication.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (2) Notwithstanding paragraph (1), the net asset value of a CIS shall be calculated at least as often as the most frequent of— (a) each day the CIS issues or redeems units; (b) each day required by the rules of the securities exchange on which the CIS is listed; or (c) quarterly. (3) The securities in the portfolio of a CIS shall be valued at least as often as the Net Asset Value of the CIS is calculated. (4) Upon calculating the net asset value per unit of the CIS under this Bye-law, the CIS manager shall immediately make the following information available to the public and to any securities exchange on which it is listed, and at no cost.
77. (1) Unless otherwise permitted by the Commission, the
CIS manager shall issue, redeem, or repurchase units in a CIS at a price arrived at by dividing the CIS’s net asset value by the number of units outstanding, adjusted by adding or subtracting, as the case may be, any fees and charges, in compliance with the CIS’s prospectus or constituent documents. (2) For the purposes of paragraph (1) above, the net asset value per unit shall be determined at the next valuation point after the request for subscriptions or redemptions is received by the CIS manager. (3) For the purposes of paragraph (2) above, the valuation point shall be the time of day at which the CIS’s net asset value is calculated. (4) The issue price of a unit of a closed-end CIS that has previously distributed its securities shall not— (a) as far as practicable, be a price that causes dilution of the net asset value of other outstanding units of the closed-end CIS at the time the unit is issued; and (b) be a price that is less than the most recent net asset value per security of that CIS calculated prior to the pricing of the offering. Valuation of units.

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78. (1) Where any error occurs in the pricing of a CIS’s
units, the CIS manager shall immediately— (a) cause the error to be corrected and take such other measures as are necessary to avoid further error; and (b) if the error represents one half of a per cent or more of the CIS’s net asset value per unit after adjusting for the error— (i) inform the responsible person, the custodian, and the Commission; and (ii) ensure that compensation is paid to the CIS’s affected unitholders in the amount and manner agreed among the CIS manager, the responsible person, and the custodian. (2) Any compensation agreement agreed to under paragraph (1)(b)(ii) shall be approved by the Commission before payment is made to affected unitholders. (3) The responsible person shall notify the Commission when the CIS manager has fulfilled its compensation obligations satisfactorily.
PART X
BOOKS AND RECORDS
79. A party related to a CIS shall maintain records to
accurately record its business activities, financial affairs, and client transactions, and to demonstrate the extent of compliance of the party with the CIS’s offering documents, constituent documents, the General Bye-laws, and these Bye-laws.
80. (1) In addition to the record-keeping requirements set
out in the Act and General Bye-laws for broker-dealers, a CIS manager shall maintain such records— (a) as are necessary to enable a complete and accurate view of the CIS and the CIS manager; and Pricing errors. General obligation. CIS manager records.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (b) in a manner that permits it to be provided promptly to the Commission. (2) The records to be maintained by a CIS manager for each CIS it manages shall— (a) demonstrate compliance with the manager’s policies and procedures, including internal control procedures regarding its management of the CIS; (b) permit the identification and segregation of CIS assets of all kinds; (c) identify all transactions conducted on behalf of the CIS manager and each of its managed CIS, including the parties to the transaction and the terms of purchase or sale; (d) provide an audit trail for— (i) CIS instructions and orders; and (ii) each trade transmitted or executed for the account of a CIS or the CIS manager; (e) permit the creation of account activity reports for the CIS; (f) demonstrate compliance with CIS account opening requirements; (g) document correspondence and other communication with CIS unitholders; (h) document compliance and supervisory actions taken by the CIS manager; (i) demonstrate compliance with the valuation and pricing methodology as may be required by the Act, this Bye-law and any guidance issued by the Commission; and (j) demonstrate compliance with the CIS manager’s obligations under the Act, the General Bye-laws, and these Bye-laws.

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PART XI
CONFLICTS OF INTEREST
81. (1) No director of the CIS manager or any related
party of the CIS manager may also be a director of the responsible person. (2) Paragraph (1) does not apply to a self-managed CIS authorised under Part XIX.
82. (1) The CIS manager shall be independent of the
responsible person.
(2) The CIS manager shall be independent of the custodian. (3) Paragraph (1) does not apply to a self-managed CIS authorised under Part XIX. (4) In assessing independence for the purposes of these Bye-laws, the Commission shall consider, among other things— (a) the group and corporate structure of the custodian, responsible person, and CIS manager; and (b) where the CIS manager, custodian, and responsible person are bodies corporate having the same ultimate holding company, whether— (i) the ultimate holding company is a company regulated by a securities regulator, banking regulator or financial services regulator or its equivalent in Trinidad and Tobago or any other designated foreign jurisdiction; (ii) any of the companies is a subsidiary of the other; (iii) any person is a senior officer of more than one of the companies; (iv) the custodian functions are performed by personnel who act independently from personnel at the CIS manager and responsible person; Independence. CIS manager to be independent.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (v) there are systems and controls in place at each company to ensure the independence of personnel carrying out custodian functions from those carrying out the functions of the CIS manager or responsible person; and (vi) the custodian, CIS manager, and responsible person have delivered to the Commission a signed undertaking that they will act independently of each other in their dealings with the CIS.
83. An individual shall not be a—
(a) director of more than one (1) CIS manager at a time; or (b) member of the investment committees of CIS managed by different CIS managers at the same time.
84. (1) All parties related to a CIS shall establish, maintain
and implement policies and procedures to identify, avoid, mitigate and manage conflicts of interest. (2) All parties related to a CIS shall avoid situations where conflicts of interest may arise including any actual or potential conflicts that may arise between different parties in respect of a CIS. (3) Where a conflict cannot be avoided and provided that the interests of investors can be sufficiently protected, the conflict shall be managed and minimised by appropriate safeguards.
85. All parties related to a CIS shall ensure that the interests
of unitholders are not superseded by the interests of the party related to the CIS or its respective related persons.
86. (1) The CIS manager shall disclose its policies on
dealing with conflict of interest situations and what safeguards are in place to protect the interests of investors. Restrictions on directors and members of committees. General duties regarding conflicts. General disclosure obligations. CIS manager to disclose policies on conflict of interest.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (2) The disclosure required in paragraph (1) shall be included in the prospectus of the CIS and the annual report of the CIS.
87. (1) A CIS manager shall establish, implement and
maintain policies and procedures for the CIS manager, its senior officers and investment committee members, to disclose all direct and indirect interests or holdings in securities, other alternative investments including venture capital, private equity and special purpose vehicle arrangements and any other assets which the Commission may from time to time by order determine to be alternative investments. (2) The disclosure required under paragraph (1), shall include interest or holdings in securities held through nominees, those held jointly with any other person, and those held beneficially for persons to whom the disclosure requirement in paragraph (1) applies. (3) The policies and procedures established under paragraph (1) shall include suitable requirements for the preclearance of personal trades by all senior officers and investment committee members. (4) The senior officers and investment committee members of a CIS manager are required to disclose their interests to the CIS manager in accordance with paragraph (1). (5) All disclosures by the senior officers and investment committee members of a CIS manager of their interests under this Bye-law shall be made upon joining the CIS manager and notice shall be given of any changes to their interests or holdings within ten (10) business days of the change. (6) A CIS manager shall maintain records of disclosures made by persons under this Bye-law and make such records available for inspection by the responsible person or the Commission on request.
88. A CIS manager shall disclose to the responsible person
its interest or holdings in securities and any interests in a special purpose vehicle arrangement, whether directly or indirectly, including through nominees. Disclosure of interests in investments. Disclosure by the CIS manager.

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89. Directors of the CIS manager and members of the
investment committee of the CIS shall recuse themselves from meetings where their participation may raise conflict or potential conflict of interest issues.
90. A CIS manager, its senior management, and employees
shall not offer or accept any gift or benefit which would conflict with the interest of or the duties owed to unitholders.
91. (1) A CIS manager shall establish, maintain and
implement appropriate policies and procedures regarding the offering or acceptance of gifts and benefits by the manager, its senior management, and employees. (2) The policies and procedures established under paragraph (1) shall be consistent with the overall policies and procedures of the CIS manager with respect to conflicts of interest established under Bye-law 84. (3) A CIS manager shall maintain a register of gifts or benefits received or given.
92. The CIS manager shall direct any rebates or other soft
commissions arising from transactions or orders on behalf of unitholders to the account of the respective CIS.
93. Neither the CIS manager nor any of its related parties
may retain cash or soft commission from a broker-dealer in consideration of directing transactions in the CIS assets to the broker-dealer, except that goods and services that are soft commissions may be retained if— (a) the prior consent of the responsible person is obtained; (b) the goods or services are of demonstrable benefit to the unitholders of the CIS; (c) transaction execution is consistent with best execution standards and brokerage rates are not in excess of customary institutional rates; Recusal. Gifts and benefits. Appropriate policies and procedures to govern gifts and benefits. Rebates and soft commission arrangements. CIS manager prohibited from retaining soft commissions.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (d) full prior disclosure of the arrangement is made in the prospectus of the CIS, or where no arrangement is yet in place, full prior disclosure is made of the policies of the CIS Manager with respect to these arrangements; (e) periodic disclosure is made in the annual report of the CIS in the form of a statement describing the soft commission practices of the CIS manager, including a description of the goods and services received by the manager; and (f) the goods and services received are in the form of research and advisory services that assist in the decision-making process relating to the investments of the CIS.
94. A CIS manager shall disclose to the responsible person
the value of any soft commission received as soon as practicable upon accepting or receiving the soft commission.
95. A CIS manager shall maintain a register of the details of
any soft commission accepted or received.
96. (1) Any transaction, trade, investment, or appointment
involving the CIS with parties related to a CIS or a person related to such party shall be made on terms which are the best available for the CIS and which are no less favourable to the CIS than an arm’s length transaction between independent parties. (2) Without limiting the generality of paragraph (1), all transactions with related parties that are— (a) brokerage transactions shall take place at a commission rate no higher than customary institutional rates; (b) loans to the CIS shall be made on terms, including interest rates and fees, that that are no more favourable to the lender than a commercial loan of the size and nature of the loan in question negotiated at arm's length; and CIS manager to disclose the value of soft commissions. CIS manager to retain a register of soft commissions. Transactions with related parties— general duty.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (c) cash deposits shall receive interest at a rate not lower than the prevailing commercial rate for a deposit of that size and term. (3) Due care shall be exercised in selecting brokers, bankers or other parties to ensure that they are suitably qualified in the circumstances.
97. Where a CIS invests in one (1) or more CISs that are
managed by the same CIS manager, no management fees or incentive fees are payable by that CIS which would result in a duplication of these fees to the CIS manager for the same service.
98. (1) Where a CIS manager proposes to engage in a
transaction, on behalf of a CIS, with a related party, it shall obtain prior written consent of the responsible person. (2) For the purpose of paragraph (1), the CIS manager shall disclose to the responsible person the following information:
(a) the identity of the related party; (b) the relationship of the related party to the CIS manager; (c) the purpose of the transaction; (d) any ongoing commitment to the related party; and (e) the basis on which any compensation to the related party was calculated. (3) The nature of transactions referred to in paragraph (1) and the total compensation and other quantifiable benefits received by such related party shall be disclosed in the CIS’s annual report.
PART XII
CONDUCT OF BUSINESS
99. A CIS manager shall have reasonable and adequate basis
in setting the investment policy, making investment recommendations, and carrying out any transactions for a CIS. No duplication of fees for managing one or more CIS. CIS manager to obtain consent before engaging with a related party. Investments within CIS mandates.

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100. A CIS manager shall not acquire securities for a CIS, if
the CIS manager does not understand the structure, pricing mechanism, and nature of the underlying risks as applicable, of such products.
101. A CIS manager shall ensure that the investment policy,
investment recommendations, and transactions are carried out in accordance with stated objectives, limitations, restrictions, and instructions of the CIS and that sufficient assets are available in the CIS accounts to carry out such transactions.
102. (1) A CIS manager shall not take a defensive position
unless—
(a) it is expressly permitted in the investment policies and strategies of the CIS; and (b) it is disclosed in the offering documents of the CIS. (2) The responsible person shall notify the Commission forthwith, but in any event, no later than three (3) business days, of a decision to take a temporary defensive position. (3) The CIS Manager shall make appropriate disclosure to investors on the temporary defensive position taken as determined after consultation with the Commission. (4) The disclosures required in paragraph (3) above shall be made to investors in the manner prescribed in Bye-law 135(2) and (3).
103. All transactions carried out by or on behalf of the CIS
shall be at arm's length terms and executed on the best available terms.
104. A CIS manager shall—
(a) ensure that all orders for the CIS under its management are allocated fairly; (b) make a record of the intended basis of allocation before a transaction is effected; CIS manager must understand the securities prior to investment. CIS manager to ensure investment policy aligns with objectives of the CIS. Defensive positions. Best execution. Order allocation.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (c) ensure that an executed transaction is allocated promptly in accordance with the intended allocation; and (d) where the CIS manager is unable to facilitate the intended allocation in paragraph (c)— (i) clearly document the reasons for the re-allocation; and (ii) ensure that the revised allocation does not disadvantage the CIS.
105. (1) Subject to paragraph (2) a CIS manager shall not
invest in a primary issue of a security where the CIS manager, a party related to the CIS or a related party to the CIS manager is the underwriter of that security, unless prior approval has been obtained from the responsible person. (2) Paragraph (1) above does not apply to— (a) debt securities issued by the government; or (b) treasury notes issued by the government pursuant to the Treasury Bills Act, and the Treasury Notes Act.
106. There shall be a written investment management
agreement between the CIS manager and the responsible person of a CIS before the CIS manager provides any investment management services for or transacts on behalf of a CIS.
107. The responsible person shall ensure that the terms
and conditions set out in the written agreement required in Bye-law 106 are— (a) in compliance with the requirements of the constituent documents, the Act, the General Bye-laws and these Bye-laws; and (b) include such information and terms as the Commission may require. Underwriting. Ch. 71:40. Ch. 71:39. Investment management agreement. Agreement to be in compliance with Act and Bye-laws.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws
PART XIII
OUTSOURCING
108. (1) A party related to a CIS may outsource its functions
to third parties in relation to a CIS provided that— (a) the responsible person is informed of the functions outsourced; and (b) the Commission is informed and a copy of the service agreement is submitted to the Commission forthwith. (2) The Commission or responsible person may object to any appointments that do not comply with this Part. (3) In addition to paragraph (2), the Commission reserves the right to object where the substantive functions of the parties related to the CIS have been outsourced to a third party. (4) Where a third party in paragraph (1) is a foreign person, a party related to a CIS shall ensure that the foreign person is domiciled in a jurisdiction whose laws are— (a) sufficient to ensure investor protection and market integrity in Trinidad and Tobago; and (b) of a standard at least equal to those in Trinidad and Tobago. (5) For the purposes of satisfying paragraph (4) a party related to a CIS shall consider, in particular, the requirements in the foreign jurisdiction with respect to— (a) the obligations to prepare, file with its regulator and publish offering documents, audited annual financial statements, interim financial statements and material change disclosure documents; (b) whether the person is in good standing with the regulator in the foreign jurisdiction; (c) the on-going supervision of the person by the foreign regulatory authority; and (d) whether the Commission and the foreign regulator are parties to an information sharing agreement; Outsourcing of functions.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (e) such other matters as the Commission deems relevant.
109. A party related to a CIS shall not outsource any key role
or duty related to the activities of the CIS, such key roles and duties being those that the Commission may classify as such, by order or by other guidance.
110. (1) Outsourcing to third parties does not relieve parties
related to a CIS from the responsibility for proper conduct of the outsourced activities. (2) Parties related to a CIS shall be responsible for the actions and omissions of its service provider as though they were its own actions and omissions.
111. Parties related to a CIS shall disclose the identity and
status of persons acting on its behalf to investors in— (a) the prospectus; (b) the Key Facts Statement; and (c) the annual report of the CIS.
112. All parties related to a CIS shall have adequate policies
and procedures in place to—
(a) ensure the accuracy of information received from the third party; (b) ensure that the function outsourced is performed in a proper and efficient manner; (c) monitor and manage any conflict of interest that may arise with the third party to which functions are outsourced; (d) ensure compliance with the offering and constituent documents, the Act, the General Bye-laws and these Bye-laws; (e) ensure it can provide any statement, document, book, record or other information relating to the CIS requested by the Commission under Key role or duty not to be outsourced. Related parties remain responsible even where there is outsourcing to third parties. Disclosure of delegation to investors. Related parties to have policies and procedures in place.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws Bye-law 8 including instances where the requested information is to be provided by a third party; and (f) monitor the conduct, service delivery, performance reliability and processing capacity of the third party, including but not limited to the following:
(i) periodic review and update of the service level agreement; and (ii) holding regular meetings to discuss the performance of the service provider, subcontractor and regulatory matters.
113. A party related to a CIS shall always act in the interest of
the CIS investors in appointing a third-party service provider.
114. A party related to a CIS that intends to outsource any
function to third parties shall ensure that the third party— (a) is duly licensed or authorised by a regulatory authority where such licensing or authorisation is required to carry on the third party’s activities; (b) has adequate financial resources to conduct the function; (c) has sufficient experience in the performance of the function; (d) has adequate and appropriate human resources, systems, procedures and processes to carry out the function including compliance with applicable requirements and policies and procedures on internal controls; (e) has suitable policies and procedures for preventing abuse of confidential information of clients; (f) has suitable policies and procedures in place to manage any conflict of interest; (g) has no present or potential litigation proceedings that may have a potential impact on its performance of the outsourced function; Due care. Due diligence on selection.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (h) has a suitable business continuity plan; and (i) meets such other criteria that the Commission may determine.
115. The service agreement between a party related to a CIS
and a third party shall—
(a) address the requirements set out in Bye-law 114; (b) include provisions granting the party related to the CIS powers of examination and/or inspection to ensure that the third party is in compliance with the applicable requirements of the offering documents and constituent documents of the CIS, the Act, the General Bye-laws and these Bye-laws; (c) include provisions requiring the third party to provide any relevant statement, document, book, record, or other information relating to the CIS so that the party related to the CIS may satisfy a request made by the Commission under Bye-law 8; and (d) include such other information and terms as the Commission may determine.
116. No fees, remuneration and other charges of the third
party shall be charged to the CIS if such third-party fees, remuneration and other charges would result in a duplication of fees payable by the CIS for the same services.
117. (1) Each party related to a CIS shall perform an annual
assessment of the performance of each of its respective third parties detailing— (a) the adherence by the third party to the criteria specified under Bye-law 114; and (b) any new risk arising from the outsourcing arrangement and strategies for managing such risk. (2) A report on the assessment referred to in paragraph (1) shall be submitted to the Board of Directors of the party related to the CIS and the responsible person. Contents of the service agreement between a party related to the CIS and a third party. Fees—no double charges. Performance assessment.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (3) Upon request by the Commission, any report referred to in paragraph (2) shall be submitted to the Commission.
PART XIV
TERMINATION OF A CIS
118. The CIS’s offering and constituent documents shall
contain information relating to a merger or voluntary termination of the CIS and the processes for effecting such merger or termination.
119. (1) Where a voluntary decision to terminate has been
made, the responsible person shall prepare a termination plan, which shall be filed with the Commission for review prior to being issued to unitholders. (2) A CIS’s termination plan shall contain, at minimum, such information as is listed in Market Guidance Forms issued by the Commission.
120. (1) A CIS shall be voluntarily terminated, by the
responsible person, upon the occurrence of— (a) one (1) or more events stipulated in the offering documents and constituent documents of the CIS as requiring termination of the CIS; (b) a special resolution passed at a unitholders’ meeting to terminate the CIS; (c) the CIS reaching its maturity date as specified in the offering documents and constituent documents; or (d) the effective date of a transfer scheme has resulted in the CIS that is the subject of the transfer scheme being left with no assets. (2) For the purpose of paragraph (1), a transfer scheme is an arrangement to transfer property from one CIS to another CIS where that transfer has been approved by— (a) a special resolution of unitholders of the CIS from which the CIS property is being transferred; and Termination of CIS. Termination plan. Conditions for voluntary termination.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (b) a special resolution of unitholders of the CIS to whom the CIS property is being transferred.
121. Upon the occurrence of any of the events under
Bye-law 120—
(a) the CIS shall cease to distribute and redeem units; (b) the CIS manager and distributor shall cease to deal in units of the CIS; and (c) the responsible person shall proceed to wind up the CIS in accordance with these Bye-laws and any other applicable law.
122. (1) If the events under Bye-law 120(1)(a) to (c) occurs,
the responsible person shall—
(a) sell all the assets of the CIS; (b) after paying or retaining an adequate amount for all liabilities payable and the cost of winding up, distribute to unitholders the net cash proceeds available for the purpose of such distribution in proportion to the number of units held by unitholders respectively; and (c) hold in escrow any unclaimed net proceeds or other cash held by the responsible person that remains unclaimed after twelve (12) months from the date on which it became payable. (2) If an event in Bye-law 120(1) occurs, the responsible person shall proceed to terminate the CIS in accordance with the transfer scheme.
123. Where a court orders the winding up or termination of a
CIS, the responsible person shall— (a) inform the Commission of the termination or winding up of the CIS; and (b) publish a notice, in such form as the Commission may determine, on the termination Consequences of voluntary termination. Duties of the responsible person upon voluntary termination. Duties of the responsible person upon winding-up by a Court.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws or winding up of the CIS in two (2) daily newspapers of general circulation in Trinidad and Tobago.
124. (1) The responsible person shall within one (1) day
notify the Commission in writing of— (a) the passing of a resolution to terminate or wind up the CIS; (b) a declaration by the Court to terminate or wind up the CIS; and (c) the completion of the termination and winding up of the CIS. (2) Where a CIS is being terminated or wound up, the responsible person shall also arrange for the auditor of the CIS to conduct a final review and audit of the CIS’s accounts.
125. (1) Subject to paragraph (2), during the period in which
a CIS is being terminated or wound up— (a) the accounting period continues to run; and (b) annual and interim reports continue to be required. (2) Paragraph (1) does not apply where— (a) the auditor and the CIS manager have taken reasonable care to determine that timely production of an annual or interim report is not required in the interests of unitholders; and (b) the Commission has no objections to the decision referred to in paragraph (2)(a) above.
126. (1) Unless the constituent documents of a CIS provide
for the termination of a class of units, a class of units shall be terminated if a special resolution is passed at a meeting of unitholders of that class of units to terminate the class, provided always that such termination does not prejudice the interests of any other class of units. Notice. Accounts and reports during termination/ winding up. Terminating a class of units.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (2) If a special resolution under paragraph (1) is passed— (a) the CIS shall cease to distribute units of that class; (b) the CIS manager shall cease to deal in units of that class; (c) the responsible person shall cancel units of that class. (3) The responsible person shall as soon as practicable after the termination of a class of units— (a) inform all unitholders of the CIS of the termination of the class of units; and (b) publish a notice on the termination of the class of units in two (2) daily newspapers of general circulation in Trinidad and Tobago. (4) The responsible person shall notify the Commission in writing— (a) upon the passing of a resolution to terminate a class of units or when the conditions as stated in the constituent documents for the termination of a class of units are met; and (b) upon the completion of the termination of a class of units. (5) Where a class of units is being terminated, the responsible person shall also arrange for the auditor of the CIS to conduct a final review and audit of the CIS’s accounts in relation to that class of units.
PART XV
CONTINUOUS DISCLOSURE
127. (1) The financial statements required under these
Bye-laws shall–
(a) be prepared in accordance with financial reporting standards; (b) include, but are not limited to— (i) a statement of financial position; (ii) a statement of comprehensive income; Financial statements.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (iii) statement of equity; (iv) a statement of cash flows; (v) notes to the financial statements; and (vi) any other statement or financial information required to be provided by the Commission. (2) In addition to the requirements set out in paragraph (1), the annual comparative financial statements of a CIS shall include a statement of changes in net assets attributable to holders of redeemable shares.
128. The annual and interim financial statements of a CIS
shall be certified where the CIS is constituted— (a) as a trust or a company, by the directors of the responsible person and the approval shall be evidenced by the signatures of two (2) directors duly authorised to signify the approval; and (b) other than as a trust or company, by any two (2) persons authorised to sign on behalf of the responsible person and the approval shall be evidenced by the signatures of two (2) such persons duly authorised to signify the approval.
129. (1) The responsible person shall file with the
Commission, within ninety (90) days of the end of each financial year of such CIS, annual comparative financial statements relating separately to— (a) the period that commenced on the date of incorporation or organisation and ended as of the close of the first financial year or, if the CIS has completed a financial year, the last financial year; and (b) the period covered by the financial year immediately preceding the last financial year, if any, made up and certified as prescribed and prepared in accordance with financial reporting standards. Certification of annual and interim financial statements. Comparative annual financial statements preparation and filing.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (2) Annual financial statements filed under paragraph (1) shall be accompanied by an auditor’s report. (3) The Commission may, where the report of the auditor required by paragraph (2) is qualified in any respect, take any action that it deems necessary until the matters giving rise to the qualified audit report are resolved. (4) Where the auditor in the course of performing the audit is of the opinion that a matter could give rise to a qualification in the audit report on the financial statements, the auditor shall provide notice to the Commission immediately and deliver a copy of the notice promptly to the CIS. (5) The notice required by paragraph (4) shall contain complete details about the circumstances giving rise to the notice.
130. (1) The responsible person shall prepare and file with
the Commission interim financial statements of the CIS within sixty (60) days of the end of the interim period to which they relate or within such other period as may be prescribed— (a) where the CIS has not completed its first financial year, for the periods commencing with the beginning of that year and ending three (3), six (6) and nine (9) months respectively, after the beginning of that year, but no interim financial statement is required to be filed for a period that is less than three (3) months; or (b) where the CIS has completed its first financial year, for the periods commencing with the beginning of the current financial year and ending three (3), six (6) and nine (9) months respectively, after the beginning of that year, including a comparative statement to the end of each of the corresponding periods in the previous financial year, prepared in accordance with financial reporting standards and certified as prescribed for each interim period of each financial year beginning on, or after the coming into force of these Bye-laws. Interim financial statements preparation and filing.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (2) An interim financial statement prepared and filed under paragraph (1) need not include an auditor’s report, but if an auditor has been associated with that statement, the audit report, or the auditor’s comments on the unaudited financial information shall accompany the financial statement.
131. (1) Every responsible person shall provide to the
Commission, within such period and in such form as the Commission may determine from time to time, information on a CIS relating to— (a) assets and liabilities; (b) revenue and expenses; (c) investment portfolio; (d) unitholders; and (e) any other matter that the Commission may require. (2) For the purpose of paragraph (1), the responsible person may delegate to the CIS manager the responsibility to provide the information to the Commission and shall immediately notify the Commission of such delegation.
132. (1) The responsible person for a CIS shall file with the
Commission a copy of an annual report related to the performance of the CIS within one hundred and twenty (120) days of the financial year-end of the CIS. (2) A CIS’s Key Facts Statement shall be updated in such frequency as is necessary but no less than on an annual basis. (3) Where the Key Facts Statement is updated as required in paragraph (2), the responsible person shall file such with the Commission within three (3) business days of the change.
133. An annual report of CIS performance required by this
Part shall contain the following:
(a) the annual comparative financial statements, including the audit report; (b) a management discussion and analysis in such form as the Commission may order; Provision of information on a CIS to the Commission. Annual report of CIS performance and update of Key Facts Statement. Contents of annual report of CIS performance.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (c) any required reports on transactions with related parties or other conflicts of interest; (d) details of functions outsourced to third-party service providers; (e) a quarterly portfolio disclosure statement in respect of the fourth fiscal quarter of the CIS as required by Bye-law 136; (f) a report prepared on the administration of the CIS as required by Bye-law 39; and (g) such other information as the Commission may require.
134. (1) The CIS manager shall file with the Commission all
other information or documents regarding the CIS that is filed with or delivered to— (a) a government of another jurisdiction; (b) a financial regulator of another jurisdiction; or (c) a securities exchange of another jurisdiction, in accordance with that jurisdiction’s applicable law or the rules or regulations of that securities exchange, if such information has not otherwise been required to be filed with the Commission under the Act or these Bye-laws. (2) Any document or information required to be filed under paragraph (1) shall be filed with the Commission forthwith after the CIS manager sends the information referred to in paragraph (1) to the foreign government, regulator or stock exchange. (3) Information that is filed with the Commission pursuant to this Bye-law and that has been filed on a confidential basis in all other jurisdictions in which it was filed, shall be kept confidential so long as it remains confidential in all those other jurisdictions.
135. (1) Subject to paragraph (2), every financial statement and
annual report required to be prepared and filed with the Commission, shall be concurrently sent by the responsible person to each unitholder, to the address as shown on the register of the CIS at the time such financial statements are filed with the Commission. Filing of material filed abroad. Delivery of financial statements and annual reports.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (2) A responsible person satisfies the obligation under this Part with respect to the sending and delivery of any document, report or statement to its unitholders by— (a) posting the document, report or statement on the website of the CIS manager and publishing a notice in two (2) daily newspapers to be approved by the Commission, notifying the unitholders about the availability of such document, report or statement; and (b) sending the document, report or statement to its unitholders by— (i) way of compact disc or other external memory device addressed to the latest address as shown on the securities register; or (ii) electronic mail, where the unitholder has given written consent or a two-thirds majority of unitholders of the CIS has given consent to electronic delivery at a meeting of the unitholders and the CIS manager posts the document, report or statement on its website; or (c) publishing the document, report or statement in two (2) daily newspapers of general circulation in Trinidad and Tobago; (d) mailing the document, report or statement to the latest address as shown on the register of the CIS; or (e) making the document, report or statement available in such other manner as the Commission may determine. (3) Notwithstanding paragraph (2), a unitholder may make a request for a hard copy of any document, report or statement and the CIS manager shall, as soon as practicable, send such document, report or statements, without charge, addressed to the latest address as shown on the register of the CIS.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary]
136. (1) A CIS manager shall prepare a quarterly portfolio
statement that includes—
(a) a summary of investment portfolio prepared in accordance with paragraph (2) as at the end of— (i) each fiscal quarter; or (ii) in the case of a transition year of the CIS, each period commencing on the first day of the transition year and ending either three (3), six (6) or nine (9) months, if applicable, after the end of its old financial year; and (b) the total net asset value of the CIS as at the end of the periods specified in paragraph (1)(a)(i) or (1)(a)(ii) and the methodology used for the net asset value calculation. (2) The summary of the investment portfolio shall— (a) summarise the entire portfolio of the CIS into appropriate subgroups; (b) show the percentage of the aggregate net asset value of the CIS constituted by each subgroup; (c) disclose the top ten (10) positions held by the CIS, each expressed as a percentage of the net asset value of the CIS; (d) disclose separately the total percentage of net asset value represented by the long positions and by the short positions; and (e) indicate that the summary of the investment portfolio may change due to ongoing portfolio transactions of the CIS and a quarterly update is available. (3) The quarterly portfolio statement shall be filed with the Commission within sixty (60) days of the end of the period for which the quarterly portfolio statement was prepared. (4) A CIS manager shall post the quarterly portfolio statement to its website within sixty (60) days of the end of the period for which the quarterly portfolio disclosure was prepared. Quarterly portfolio statement.

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[Subsidiary] Securities (Collective Investment Schemes) Bye-laws (5) A CIS manager shall, within five (5) days of receipt of a request made by any unitholder, send the most recent quarterly portfolio statement, without charge, to any unitholder of the CIS. (6) A CIS Manager shall prepare and file with the Commission— (a) a Volume Report in such form as the Commission may determine in respect of each collective investment scheme that it manages. (b) The Volume Report in paragraph (a) shall be filed with the Commission within fifteen (15) days of the end of each month of operation of the collective investment scheme.
137. (1) A CIS Manager shall send statements of account to
each unitholder of each CIS under its management— (a) at the end of each three-month period or at such shorter period and containing the information prescribed in paragraph (2) below; and (b) the statement referred to in paragraph 1(a) shall be sent to unitholders within fourteen (14) days after the end of the quarter. (2) The statements of account referred to in paragraph (1) shall include details of— (a) the number and value of the investments held by the unitholder in the CIS as at the beginning of the quarter; (b) each purchase or redemption made by the unitholder in respect of the units of the CIS during the quarter; (c) any dividends paid to the unitholder during the quarter; and (d) the number and value of the investments held by the unitholder in the CIS as at the end of the quarter. Unitholder account statements.

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Securities (Collective Investment Schemes) Bye-laws [Subsidiary] (3) A CIS manager shall satisfy the obligation to send unitholders the statements of account referred to in paragraph (1) by— (a) sending the statement by way of an electronic record addressed to the latest known address of the unitholder as shown on the register of the CIS, provided that the unitholder has given written consent for the statement to be delivered to him in this format; (b) sending the statement by electronic mail or another secured electronic methods of delivery where the unitholder has given written consent for the statement to be delivered to him in this format; (c) making the statement accessible to the unitholder on the CIS manager’s website, in such manner as preserves the privacy of the information; (d) mailing the document to the most recent address of the unitholder as shown on the register of the CIS; or (e) making the statement available in such other manner as the Commission may determine. (4) Notwithstanding paragraph (3), if a unitholder requests a hard copy of the statement, the CIS manager shall provide a copy to the unitholder free of charge. (5) For the purpose of this Bye-law, the CIS manager may delegate to the registrar or the Responsible Person the responsibility to provide statements of account to each unitholder and shall immediately notify the Commission of such delegation.
138. (1) If a material change occurs in the affairs of a CIS,
the responsible person shall—
(a) within three (3) days of the occurrence of the material change, file with the Commission the required report disclosing the nature and substance of the material change, the contents of which shall be certified by a senior officer; (b) forthwith, and in any event within seven (7) days of the occurrence of the material change, publish a notice in such form as the Material change report.

Official Consolidation of the Securities Act, 83.02

Lineage: In force