Securities (Collective Investment Schemes Authorisation) Regulations, 2020

1 STATUTORY INSTRUMENT NO…………….OF 2020

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The Securities Act (Act No. 41 of 2016)

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The Securities (Collective Investment Schemes Authorisation) Regulations, 2020 ARRANGEMENT OF REGULATIONS Regulation PART I PRELIMINARY PROVISIONS

1. Title
2. Interpretation
3. Public interest criteria
4. Application and non-application of regulations PART II AUTHORISATIONS
5. Application for authorisation
6. Application for authorisation for manager, trustee or custodian
7. Application for authorisation of foreign collective investment scheme
8. Request for further information
9. Filing of application
10. Suspension of procession of application
11. Lapse of application
12. Amendment of application
13. Consideration of application
14. Approval of authorisation

2 15. Conditions of authorisation 16. Refusal to approve application for authorisation 17. Appeal 18. Variation of terms and conditions of authorisation 19. Application for duplicate certificate of authorisation 20. Suspension of authorisation 21. Effect of suspension of authorisation 22. Reinstatement of authorisation 23. Revocation of authorisation 24. Effect of revocation of authorisation 25. Publication of order of suspension or revocation PART III GENERAL PROVISIONS 26. General penalty

3 IN EXERCISE of the powers contained in Part X and section 221 of the Securities Act, 2016 the following Regulations are hereby made: PART I PRELIMINARY PROVISIONS

1. These Regulations may be cited as the Securities (Collective Investment Schemes Authorisation)) Regulations.
2. (1) In these Regulations, unless the context otherwise requires- “applicant” means a dealer or investment advisor who submits an application for an authorisation to establish a collective investment scheme or a person who applies for an authorisation to carry on business as a manager, trustee or custodian, or for an amendment of an application or variation of an authorisation, in accordance with the Act and these Regulations, as the case may be; “collective investment scheme or scheme” means a collective investment scheme as defined in section two of the Act; “constitutive documents” means the principal documents governing the formation of a collective investment scheme, and includes the trust deed in the case of a unit trust and the articles of association of an investment company and all other material agreements; “director” means a director of the board of a manager, custodian or trustee of a collective investment scheme; Title Interpretation Act No. 7 of 2017 Cap.

4 “document” means any device by means of which information is recorded or stored, and includes— (a) anything on which there is writing; (b) anything in which there are marks, figures, symbols or perforations having meaning for persons qualified to interpret them; (c) anything from which sounds, images or writing can be produced, with or without the aid of anything else; or (d) any of the things referred to in paragraphs (a) to (c) kept or maintained in electronic form; “existing authorisation” means an authorisation granted before the coming into force of the Act and to which section 222(2)(b) applies or an authorisation approved before the commencement of these Regulations; “fit and proper criteria” means the requirements specified in regulation 25 of the Securities (Capital Markets Operators) (General Licensing Procedures and Requirements) Regulations; “holder” in relation to a unit, share or other participatory interest in a scheme, means the person who is entered in the scheme register as the holder of that unit, share or other participatory interest or the bearer of a bearer certificate representing that unit, share or other participatory interest; “manager” means the person who has overall responsibility for management and performance of the functions of the scheme, which may include investment advice and operational services; “offering document” means that document, or documents issued together, containing information on a

5 scheme calculated to invite offers by the public to subscribe for or purchase units, shares or other participatory interests in the scheme; “PACRA” means the Patents and Companies Registration Agency, established by the Patents and Companies Registration Agency Act; and “promoter” means a person who-– (a) has contributed initial capital in a collective investment scheme; (b) has the right to appoint the majority of the directors on the board of a collective investment scheme; (c) replaces the person referred to in paragraph (a); or (d) solicits people to invest in a collective investment scheme. (2) A word or term defined in the Act, the Companies Act or Banking and Financial Services Act and used in these Regulations, but not defined in these Regulations, shall have the same meaning assigned to the word or term in those Acts, unless the context otherwise requires. 3. (1) For purposes of safeguarding the integrity and efficiency of the securities market, protecting holders and promoting efficiency, competition and capital formation, the Commission shall, when considering an application for authorisation, comply with the requirements of the Act and – (a) take into account the nature of the functions or services to be undertaken in relation to the applicant; Act No. 15 of 2010 Act No. 10 of 2017, Act No. 7of 2017 Cap. 186 Public interest criteria

6 (b) determine whether the applicant has in place a system to ensure appropriate documents shall be submitted timely; (c) determine what measures are in place or shall be put in place to protect market integrity and holders; and (d) impose requirements necessary to make regulation and control reasonably complete and effective in order to protect trade, financial markets and the economy, and to ensure the maintenance of fair and honest transactions in collective investment schemes. (2) The following shall be taken into account by the Commission, as part of the public interest criteria: (a) public security considerations; (b) whether the applicant will be capable of complying with the Act, these Regulations and any other relevant written law; (c) whether any person connected to, or a director of, a management company, custodian or trustee, fulfils the fit and proper criteria specified in the Securities (Capital Markets Operators) General Licensing Procedures and Requirements Regulations; and (d) what mechanisms have been established or shall be established to safeguard commercial and financial markets.

7 (3) The public interest criteria are perpetual in nature and a capital markets operator shall ensure compliance with the criteria at all times. (4) The Commission shall, by rules, prescribe assessment requirements, standards and measures for the public interest criteria specified in sub-regulations (1) and (2). 4. (1) These Regulations apply to a collective investment scheme which is – (a) established or is to be established in Zambia; (b) established outside Zambia but promoted in Zambia; (c) an employee’s welfare trust or gratuity trust; (d) an employees’ provident fund; employees’ pensions fund; or (e) established fund under a specific law. (3) A person may seek a waiver of any of the provisions of these Regulations by applying for a waiver to the Commission, giving the Commission detailed reasons why such waiver is sought. (4) The Commission shall consider and determine the application made under sub-regulation (3) within 14 days of receipt of the application. PART II AUTHORISATIONS 5. (1) A person seeking authorisation to establish a collective investment scheme in Zambia in accordance with section 121 of the Act, shall file a Application for authorisation Application of Regulations

8 complete application in form SEC/CIS/1 set out in Schedule 1 accompanied by- (a) the scheme’s offering and constitutive documents duly certified by a commissioner for oaths; (b) the scheme's latest audited financial statements (if any) and if more recent, the latest unaudited financial statements; (c)the management company's latest audited financial statements; (d) the trustee/custodian's latest audited financial statements; (e) the resumes of the directors or trustees; (f) a letter of consent by a prospective trustee or custodian to act as trustee or custodian; (g) proof of appointment of an auditor; (h) any other information that the Commission may require; and (i) the prescribed fee. 6. A person seeking an authorisation to operate as a manager, trustee or custodian of a collective investment scheme shall file a complete application in form SEC/CIS/2 set out in the First Schedule. 7. (1) Except as provided by the Act and these Regulations, a foreign collective investment scheme shall not undertake any business as a collective investment scheme in the Republic unless the Commission makes an order declaring the foreign collective investment scheme to be an authorised scheme. Application for authorisation of foreign collective investment scheme Application for authorisation for manager, trustee or custodian

9 (2) A person seeking an order declaring a foreign collective investment scheme to be authorisedshall file a complete application in form SEC/CIS/3 set out in the First Schedule accompanied by the documents specified in regulation 5 and – (a) an agreement with a representative licensed as a dealer under the Act; (b) a written undertaking from the representative that it will perform the duties required of a representative in accordance with the Act and regulations and rules made thereunder; (c) a certificate of registration as a foreign company in accordance with the Companies Act; (d) a copy of the approval, authorisation or registration of the foreign collective investment scheme by the relevant foreign authority with jurisdiction on authorisations of collective investment schemes in the country of origin; (e) an undertaking that the foreign collective investment scheme shall comply with conditions determined by the Commission; and (f) the prescribed fee. 8. The Commission may request an applicant to furnish such additional information or clarification as it considers appropriate for the completeness of an application in form SEC/CIS/4 set out in the First Schedule. Filing of application Request for further information Act No. 10 of 2017

10 9. (1) A complete application made in accordance with regulation 5 and other documents accompanying the application may be filed by hand, electronically on the Commission’s licensing portal, postal communication or licensed courier company or such other mode of communication as may be prescribed by rules issued by the Commission. (2) The date of filing of a complete application shall be the date the Commission received the complete application provided that— (a) all prescribed requirements for filing a complete application for authorisation have been complied with; (b) the prescribed fee has been paid; and (c) a complete application filed in the manner provided for in sub-regulation (1) is delivered to the Commission, within fourteen days of the date of the first transmission. (3) The constitutive documents of a complete application filed with the Commission in accordance with this regulation shall be signed by an applicant or a person authorised to sign by the applicant evidenced by a duly executed power of attorney. 10. The Commission may suspend the processing of an application for authorisation where the authorisation requirements are not complete or if the applicant fails or neglects to continue with the processing of the application submitted to the Commission. 11. An application for authorisation shall lapse if the applicant fails or neglects to comply with the Suspension of procession of application Lapse of application

11 authorisation requirements within thirty days of receipt of notification, from the Commission, of the incompleteness of the application. 12. (1) An applicant may, within fourteen days of filing a complete application and, before an authorisation has been approved, lodge a notice to amend the application in form SEC/CIS/5 set out in the First Schedule, requesting the amendment of information contained in the application, where any information in the application becomes inaccurate for any reason or there occurs a change in the particulars provided to the Commission at the time of filing of the application, setting out the amendments to be made. (2) Where an applicant has filed a notice to amend an application, in accordance with sub-regulation (1), the Commission shall consider the proposed amendments and inform the applicant of its decision within fourteen days of the lodgement of the amendment notice. (3) For the purposes of subsection (3) of section one hundred and twenty-one of the Act, where an application for amendment has been made in accordance with this regulation, a complete application shall be deemed to have been received on the day on which the Commission makes the decision referred to in sub￾regulation (2). 13. (1) The Commission shall, within ninety days of receipt of a complete application for an authorisation, consider the application taking into account the following: Amendment of application Consideration of application

12 (a) the availability of appropriate systems, a business continuity plan, personnel and management of the trust or investment company; (b) whether the manager, trustee or custodian are authorised; (c) whether the scheme meets the public interest criteria; (d) whether there has been an earlier refusal of an application for authorisation of the scheme; (e) whether there has been any conviction or adverse finding by a regulatory authority against any director or senior manager of the trust or investment company; (f) the availability of sufficient insurance coverage on assets under the trust against any loss that may be incurred as a result of an employees’ fraud or gross negligence; (g) whether the application is in conformity with the Act and these Regulations; and (h) any other matter the Commission considers appropriate in the case. (2) The Commission shall not authorise the establishment of a collective investment scheme unless it is satisfied that it satisfies the requirements of the Act, these Regulations and— (a) the scheme, trust deed and custodial arrangement are compliant with Part X of the Act;

13 (b) the scheme is established as a trust in accordance with the Land (Perpetual Succession) Act or the Companies Act or is established as an investment company under the Companies Act; (c) the scheme has a manager, trustee or custodian whose roles are clearly spelt out in the constitutive documents; and (d) the constitutive documents and offer documents of the scheme are in compliance with the Act, these Regulations and rules issued by the Commission. 14. (1) The Commission may, on being satisfied that an applicant meets the requirements of the Act, these Regulations and the considerations specified in regulation 3— (a) grant authorisation to establish a collective investment scheme; (b) make an order declaring a foreign collective investment scheme to be an authorised scheme for the purposes of the Act; or (c) grant authorisation for the applicant to operate as a manager, trustee or custodian. The Commission shall approve an application for authorisation within ninety days of the filing of a complete application where the applicant has complied with the Act, these regulations, rules issued by the Commission and any information requested by the commission. Grant of authorisation Cap. 186 Act No 10 of 2017

14 (2) The Commission shall, on approval of an authorisation, issue a certificate of authorisation in form SEC/CIS/6 set out in Schedule 1. (3) A certificate of authorisation, issued in accordance with this regulation, shall be valid until it is revoked by the Commission in accordance with the provisions of the Act. 15. An authorisation granted in accordance with regulation 14, shall be subject to the following conditions: (a) a director of a company, which is the manager of a collective investment scheme shall not be a director in any other company which is a manager of another collective investment scheme, unless written approval of the Commission and the Trustee or of the members in a general meeting has been obtained; (b) the appointment of a director of the company shall be made with the prior approval of the trustee of the collective investment scheme; (c) no change in the controlling interest of the company shall be made without obtaining prior approval of the Commission, and persons holding at least one-half of the nominal value of the unit capital of the scheme; and (d) a manager shall inform the Commission of any material change in the information or particulars Conditions of authorisation

15 previously furnished, which may have a bearing on the authorisation; and (e) a manager shall make an undertaking to comply with provisions of the Act, these Regulations and rules issued by the Commission; and (f) such other conditions as the Commission may specify. 16. (1) Where the Commission is satisfied that an application for authorisation, made in accordance with regulation 5 or 6, fails to meet the requirements specified in the Act, these Regulations or rules issued by the Commission, it may, after giving the applicant an opportunity to be heard and taking into account the public interest, refuse to grant the authorisation to the applicant. (2) The Commission shall, where it refuses to approve an authorisation in accordance with sub￾regulation (1), within ninety days of receipt of a complete application for authorisation and within seven days of its decision, inform the applicant, in form SEC/CIS/7 set out in the First Schedule, , giving the reasons for the refusal. 17. An applicant whose application for authorisation has been refused by the Commission may appeal to the Tribunal in accordance with the provisions of the Act and rules issued by the Commission. 18. (1) The Commission may vary the terms and conditions of an authorisation on its own initiative or on an application made by a manager. (2) Where the Commission varies the terms and Appeal Variation of terms and conditions of authorisation Refusal to grant authorisation

16 conditions of an authorisation on its own initiative, it shall, before effecting the variation, give notice to the manager of its intention to vary the terms and conditions of the authorisation and the reasons for the intended variation. (3) An application for variation of the terms and conditions of an authorisation by a manager shall be made in form SEC/CIS/8 set out in Schedule 1. (4) The Commission shall, where it approves an application for the variation of terms and conditions of an authorisation, vary the authorisation and re-issue the authorisation as varied with the varied terms and conditions, on payment of a prescribed fee specified in the Second Schedule. 19. (1) A manager may, where a certificate of authorisation of a collective investment scheme, manager, trustee or custodian is lost, damaged or defaced, apply to the Commission for a duplicate certificate in form SEC/CIS/9 set out in the First Schedule. (2) The Commission may issue a duplicate certificate of authorisation to a collective investment scheme, manager, trustee or custodian on payment of a prescribed fee specified in the Second Schedule. 20. (1) The Commission may suspend an authorisation due to non-compliance of the Act, these Regulations rules issued by the Commission or an abrogation of the terms and conditions attached to the authorisation, the Commission. (2) Where the Commission intends to suspend an authorisation, it shall give notice to the manager of its intention to suspend the authorisation in form Suspension of authorisation Application for duplicate certificate of authorisation

17 SEC/CIS/10 set out in Schedule 1, and shall request the manager to ensure compliance with the law within a period specified in the notice. (3) The Commission may, before suspending an authorisation, give the manager an opportunity to be heard concerning the matters regarding the alleged non compliance of the law and terms and conditions of the authorisation during an inquiry relating to the non￾compliance of the law by the collective investment scheme, manager, trustee or custodian. (3) Where a collective investment scheme, manager, trustee or custodian fails to comply with the terms and conditions contained in a notice of intention to suspend an authorisation issued by the Commission within a period of twelve months, the authorisation of the collective investment scheme, manager, trustee or custodian in respect of that scheme shall stand suspended. (4) The Commission may suspend an authorisation of a collective investment scheme, manager, trustee or custodian after due inquiry into the matter as specified in sub-regulation (2), if it is satisfied that the manager, trustee or custodian failed to comply with a notice issued in accordance with sub-regulation (1) within the period specified in the notice, on such terms and conditions specified in a suspension order issued by the Commission. (5) A manager, trustee or custodian whose authorisation has been suspended shall not act as a manager, trustee or custodian for any other scheme during the period of the suspension.

18 21. From the date of notification of a suspension order of an authorisation made in accordance with regulation 19, a collective investment scheme, manager, trustee or custodian shall cease to carry on any capital markets activity and shall be subject to the directives of the Commission with regard to any records, documents, securities that may be in the custody or control of the manager, trustee or custodian relating to the manager, trustee or custodian’s activities as a capital markets operator. 22. (1) Where a collective investment scheme, manager, trustee or custodian whose authorisation has been suspended, complies with the terms and conditions contained in a suspension order issued by the Commission, the manager, trustee or custodian shall file, with the Commission, a written notice of compliance with the terms and conditions of the suspension order. (2) A written notice of compliance with the terms and conditions contained in a suspension order filed with the Commission, in accordance with sub-regulation (1), shall specify the measures that the manager, trustee or custodian has put in place to comply with the terms and conditions specified by the Commission, and the Commission may verify the authenticity of the written confirmation of compliance to the terms and conditions. (3) The Commission shall, on verifying and being satisfied that the collective investment scheme, manager, 4 23. (1) The Commission may revoke the authorisation of a scheme, trustee, custodian or manager, Revocation of authorisation Reinstatement of authorisation Effect of suspension of authorisation

19 after giving the person concerned the opportunity to be heard, where it appears to the Commission that— (a) the manager, trustee or custodian of the collective investment scheme has contravened a requirement of the Act or regulations and rules made in accordance with it;; (b) the manager, trustee or custodian of the collective investment scheme has, in purported compliance with any requirement of the Act, knowingly or recklessly given the Commission information which is false or misleading in a material particular; (c) one or more of the requirements for granting the authorisation are no longer satisfied; orit is undesirable in the interests of participants of the collective investment scheme, or is otherwise not in the public interest, that the collective investment scheme should continue to be so authorised. (2) For the purpose of sub-regulation (1), the Commission may take into account any matter relating to the collective investment scheme, manager, custodian, trustee, an officer or promoter of the manager, or any person employed by, or associated with the manager. (3) Where the Commission has made a decision to revoke an authorisation of a collective investment scheme, manager, trustee or custodian, the Commission shall notify the person concerned of the revocation in form SEC/CIS/12 within seven days of its decision to revoke the authorisation.

20 24. From the date of notification of the Commission’s decision to revoke an authorisation, a collective investment scheme and its manager, trustee or custodian shall, with immediate effect, cease to carry on operations relating to the scheme and the manager, trustee and custodian shall be subject to the direction of the Commission with regard to its activities as a capital markets operator. 25. The Commission shall, within seven days of notification of its decision to suspend or revoke an authorisation of a collective investment scheme, manager, trustee or custodian, publish the order of suspension or revocation of authorisation in the Gazette, in a daily newspaper of general circulation in Zambia, electronically on the Commission’s website or any other media as the Commission shall consider fit. PART III GENERAL PROVISIONS 26. A person who contravenes a provision of these Regulations shall be liable, on conviction, to a fine not exceeding twenty thousand penalty units or to a term of imprisonment not exceeding two years, or to both, and to a further sum of not more than ten thousand penalty units for every day the default continues. Effect of revocation of authorisation Publication of order of suspension or revocation of authorisation General penalty

21 FIRST SCHEDULE PRESCRIBED FORMS (Regulations 5, 6, 7, 8, 10, 12, 14, 16, 17, 18, 20, and 21) Form SEC/CIS/1 (Regulation 5) (To be completed in triplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Schemes Authorisation) Regulations, 2018 APPLICATION FOR AUTHORISATION TO ESTABLISH COLLECTIVE INVESTMENT SCHEME General details of the scheme

1. Name of the scheme.

22 2. Names of the sub-funds (if any). 3. Structure of the scheme. 4. Applicable law, date and country of incorporation. 5. Quotation on any securities exchange and authorisation granted by other regulatory bodies. 6. Undertakings given to other regulatory bodies. 7. Launch date and place. 8. Dealing: daily/weekly/other. 9. Valuation of assets: daily/weekly/other. 10. Pricing: forward/historic/other. 11. Investment plans to be offered in Zambia. For each scheme or sub-fund 12. (a) Fee structure- (i) level of all charges payable by investor; and (ii) level/basis of calculation of all charges payable by the scheme. (b) For equity/bond funds- (i) investment objective and borrowing powers; and (ii) Currency of denomination. (c) Minimum initial subscription and the minimum subsequent holding. Details of the parties to the scheme 13. The management company— (a) Name. (b) Registered/business address. (c) Name of the ultimate holding company. (d) Previously approved by the Commission to manage authorised schemes? If no, the resumes of the directors and most recent audited financial report. (e) Person(s) for contact with the Commission.

23 14. In the case of a self-managed scheme, the resumes of the directors of the scheme and person(s) for contact. 15. The trustee/custodian— (a) Name. (b) Registered/business address. (c) Name of the ultimate holding company. (d) Previously approved by the Commission as trustee/custodian of authorised schemes? If no, names of the directors and most recent audited financial report. (e) Person(s) for contact with the Commission. (f) 16. The investment adviser (if any)— (a) Name. (b) Registered/business address. (c) Name of the ultimate holding company. 17. For the trustee/custodian, management company and investment adviser— (a) which, if any, of these companies are connected persons. (b) name anyone who holds appointments, as director or offer, with more than one of these companies. 18. The Zambia representative/distribution company— (a) Name. (b) Registered/business address. (c) Name of the ultimate holding company. (d) Person(s) for contacts with the Commission.

24 (e) If a separate distribution company is appointed in Zambia— (i) name; and (ii) registered/business address. 19. The auditor— (a) Name. (b) Registered/business address. 20. The principal dealer (if any)— (a) Name. (b) Registered/business address. (c) The approximate percentage of the scheme's transactions in value of securities carried out by the principal dealer within the latest financial year of the scheme. (d) Whether the trustee/custodian, the directors of the scheme, the management company or the investment adviser is a connected person of the principal dealer. 21. Legal representatives in Zambia (if any)— (a) Name. (b) Person(s) for contacts with the Commission. Constitution of the scheme Name, registered address and place and date of creation of the scheme, with an indication of its duration if limited. Investment objectives and restrictions 23 Details of investment objectives and policy, including summary of the investment and borrowing restrictions. If the nature of the investment policy so dictates, a warning that investment in the scheme is subject to abnormal risks, and a description of the risks involved. Operators and principals

25 24 The names and registered addresses of the following parties (where applicable): (a) the directors of the scheme/management company and its board of directors; (b) the trustee/custodian; (c) the investment adviser; (d) the Zambia representative; (e) the Zambia distribution company, if different from (d) above; (f) the auditors; (g) the registrar; and (h) the lawyers to the scheme. Characteristics of units or shares 25 Minimum investment (if any). 26 A description of the different types of units or shares, including their currency of denomination. 27 Form of certification. 28 Frequency of valuation and dealing, including dealing clays. Application and redemption procedures 29 The name(s) of the Zambia daily newspaper(s) in which prices will be published. 30 Procedure for subscribing/redeeming units or shares, and in the case of umbrella funds, conversion of units or shares. 31 The maximum interval between the request for redemption and the dispatch of the redemption proceeds. 32 A summary of the circumstances in which dealing in units or shares may be deferred or suspended. 33 It shall be stated that no money should be paid to any intermediary in Zambia who is not a licensed dealer or investment adviser. Distribution policy 34 The distribution policy and the approximate dates on which dividends (if any) will be paid (if applicable). Fees and charges

26 35 (a) The level of all fees and charges payable by an investor, including all charges levied on subscription and redemption, and conversion (in the case of umbrella funds); and (b) The level of all fees and charges payable by the scheme, including management fees, custodian fees and start-up expenses. 36 Disclosure of entitlement to brokerage or other transactions benefits of any connected persons to the scheme. Taxation 37 Details of Zambian and principal taxes levied on the scheme's income and capital, including tax, if any, deducted on distribution to holders. Reports and accounts 38 The date of the scheme's financial year. 39 Particulars of what reports will be sent to registered holders and when. If there are bearer units in issue, information shall be given on where in Zambia reports can be obtained. Warnings 40 The following statements/warnings shall be prominently displayed in the offering document— (a) "Important-if you are in any doubt about the contents of this offering document, you should consult your stockbroker, bank manager, lawyer, accountant or other financial adviser"; (b) a warning that the price of units or shares and the income from them (where income is distributed) may go down as well as up. General information 41 A list of constitutive documents and an address in Zambia where they

27 can be inspected free of charge or purchased. 42 The date of publication of the offering document. 43 A statement that the directors of the scheme or the management company accept responsibility for the information contained in the offering document as being accurate as at the date of publication. 44 Details of schemes not authorised shall not be shown in the offering document. Where names of such schemes are mentioned, these shall be clearly marked as unauthorised and not available to Zambian residents. Termination of scheme 46 A summary of the circumstances in which the scheme can be terminated. ADDITIONAL INFORMATION TO BE CONTAINED IN AN APPLICATION FOR AUTHORISATION OF A COLLECTIVE INVESTMENT SCHEME

1. Details of the Collective Investment Scheme (a) Name of the Collective Investment Scheme. (b) Collective Investment Scheme type. (c) Collective Investment Scheme Category.
2. Structure of the Collective Investment Scheme (a) Any distinctive feature of the proposed Collective Investment Scheme.
3. Proposed subscription (a) Date. (b) Place.
4. A Pricing Mechanism (a) Forward. (b) Historic.
5. Investment objectives (a) Investment Strategy. (b) Asset Allocation. (c) Benchmark.
6. Details of opportunities for investment in the market Type of Instruments Availability of Investment Instrument as at DD/MM/20YY* Equities. (No. of counters, market capitalization etc)

28 Debt Securities. (No. of Issues, amount of outstanding etc) Money Market Instruments. Other Please. 7. Details of the parties to the Collective Investment Scheme The Manager (a) Name. (b) Registered or business address. (c) Name of the ultimate holding company, if any. (d) The most recent audited financial. (e) Previous approval of the Commission to manage authorised Collective Investment Schemes. Following details of the Asset Management Company of existing Collective Investment Scheme a) Details of investors or Unit Holders (Collective Investment Scheme details) Type of investor No. of investors Amount of investment % of total Net Asset Value Banks Pensions and Gratuity Fund Other Corporate investors Individual Investor Total b) Details of Investors with more than 10% holding (Collective Investment Scheme details) Name of Investors Number of units held Amount of Investment % of total Net Asset Value or share holding Core Investor (Yes or No) c) Comparison of performance of Asset Management Company of existing Collective Investment Scheme with its peer in industry (for at least last two years where applicable) (peer means average of same type of Collective Investment Schemes)

29 Name of Collective Investment Scheme Type of Collective Investment Scheme Total Net Asset % Growth of net assets in last 1 year of own scheme Average % Growth of net assets value in last 1 year of peer group e) Product distinction between the proposed Collective Investment Scheme and the existing Collective Investment Schemes currently being managed by the Asset Management Company 8. A. The trustee (a) Name. (b) Registered or business address. (c) Name of the ultimate holding company, if any. (d) Previous approval of the Commission as trustee of authorised Closed End and Open End Schemes. If no, names of the directors and most recent audited financial report. For the Trustee and Manager: (a) Which, if any, of these companies are connected persons? (b) Name anyone who holds appointments, as director or officer, with more than one of these companies For the trustee and Asset Management Company A. Distribution company (a) Name. (b) Registered or business address. (c) Name of ultimate holding company. A marketing plan for the proposed Collective Investment Scheme which in the opinion of the Asset Management Company is necessary to enable the Collective Investment Scheme to reach a viable size. (a) Viable size of the Collective Investment Scheme. (b) Marketing strategy. (c) Target market or group of investors. (d) Prospective marketing

30 resources and distribution channels. (e) Minimum level of subscription of the Collective Investment Scheme as well as basis for determining the minimum level. B. The auditor: (a) Name. (b) Registered or business address. C. The principal dealer: (a) Name. (b) Registered or business address. (c) The approximate percentage of the Collective Investment Scheme's transactions in value of securities carried out by the principal dealer within the latest financial year of the Closed End Scheme. (d) Whether the trustee or the directors of the Closed End Scheme or the Asset Management Company is a connected person of the principal dealer? D. Legal Adviser: (e) Name. (f) Registered or business address.

31 Form SEC/CIS/2 (Regulation 6) (To be completed in triplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Schemes Authorisation) Regulations, 2020 APPLICATION FOR AUTHORISATION FOR MANAGER, CUSTODIAN OR TRUSTEE Details of Applicant Name of Applicant: 1. Category: Authorisation Certificate number (where applicable): Address: Application Requirements Tick We hereby apply for authorisation to act as Management Company/Custodian/Trustee of an Open-End or Closed-End Scheme. We hereby furnish the following information: (a) Certified true copy of certificate of incorporation as a limited company;

32 (b) Certified true copies of the articles of association; (c) authorised, subscribed and paid-up share capital of the company (sponsors' equity indicated separately); (d) names and addresses of directors and number of shares held by each of them; (e) directors' interest, direct or indirect, in any other company with details of such interest; (f) details of persons or group controlling the company including major shareholders with number and value of shares held; (g) names of holding, subsidiary and associated undertaking, if any; (h) details of qualified staff engaged; (i) reasons for selecting the proposed business, place of business with statistical data; (j) system audit report, if available; (k) business continuity plan; (l) details regarding system controls; (m)rating from a credit rating company if required; and (n) additional facts in support of this application; An affidavit as to the correctness of the above information by the chief executive officer is also furnished herewith. We undertake to keep this information up to date by communicating changes or modifications therein within three days of such change or modifications. A receipt of non-refundable processing fee as specified in schedule-II of the Regulations for the certificate of registration, deposited in the following bank: Bank Name: Branch: Date of Deposit: ................................................................................. Name Chief Executive Officer of the proposed Management Company/Custodian/Trustee ................................................................................. Signature

33 Form SEC/CIS/3 (Regulation 7) (To be completed in duplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Authorisation of Collective Investment Schemes) Regulations, 2020 APPLICATION FOR AUTHORISATION FOR FOREIGN COLLECTIVE INVESTMENT SCHEME Please complete in block letters Shaded fields for official use only Application No. Date and Time Information Provided Information Required ✓ PARTICULARS OF APPLICANT 1 Name 2 Category 3 Business Premises— a) Physical address:

34 b) Plot No.: c) Street: d) Postal address e) Telephone No.: f) Fax No.: g) Email address: h) Town: 4. ATTACHMENTS

1. Certificate of incorporation 2. Constitutive documents duly certified by PACRA
2. Agreement with representative licensed with the Commission
3. Resumes of directors or trustees
4. Latest audited report or management accounts
5. Letter of consent to act as trustee or custodian
6. Detailed information on the Directors and other Principal Officers.
7. A sworn undertaking by the Directors to maintain all necessary documents as the Commission may specify.
8. A sworn declaration, by the Directors, to comply with and ensure compliance from its membership of the Act, Regulations and the Rules issued by the Commission 10.Profile 11.Fidelity bond 12.Sworn undertaking by custodian 13.Operational manual 14. Declaration: I declare that all the information I have stated in this application is true and correct to the best of my knowledge and belief. I understand that submission of false information shall render the application void and that if approved, it shall be revoked and the certificate cancelled. …………………………. ……………………………. Name Designation …………………………. .…………………………….. Name Designation

35 FOR OFFICIAL USE ONLY Date of submission:…………………………………………………………………………………….... Application Number:…………………………………………………………………………………….. Payment Receipt Number:………………………………………………………………………………. Application Accepted:……………………………………………………………………………………. Application Rejected (Notify applicant):……………………………………………………………… Form SEC/CIS/4 (Regulation 8) (To be completed in triplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Scheme Authorisation) Regulations, 2020 REQUEST FOR FURTHER INFORMATION To:……………………………………………………………………………………………… ……….. Address:……………………………………………………………………………………… ………… Application No:……………………………………………………………………………………….. You are requested to furnish the following information in respect of your application for …………………………………………….. within ………………………days of this Notice: (a) …………………………………………………………………………………………… (b) …………………………………………………………………………………………… (c) …………………………………………………………………………………………… (d) …………………………………………………………………………………………… If you fail to furnish the requested information within the stipulated period, your application will be treated as having lapsed and shall not be processed. Dated this………………… day of …………………………….. 20………………….. ……………………………………. Chief Executive Officer OFFICIAL STAMP

36 Form SEC/CIS/5 (Regulation 12) (To be completed in triplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Scheme Authorisation) Regulations, 2020 AMENDMENT NOTICE Please complete in block letters Shaded fields for official use only Application No. Date and Time Information Provided Information Required ✓ PARTICULARS OF APPLICANT 1 Name. 2 Category. 3 Business Premises— a) Physical address: b) Plot No.: c) Street: d)Postal address e) Telephone No.: f) Fax No.:

37 g) Email address: h) Town: 4. EXISTING PROPOSED AMENDMENTS REASONS FOR AMENDMENT

Declaration: I declare that all the information I have stated in this application is true and correct and truthful to the best of my knowledge and belief. I understand that submission of false information shall render the application void and that if approved, it shall be revoked and the certificate cancelled. …………………………. ……………………………. Name Designation …………………………. .…………………………….. Name Designation FOR OFFICIAL USE ONLY Date of submission:…………………………………………………………………….... Application Number:………………………………………………………………….. Payment Receipt Number:……………………………………………………………. Application Accepted:…………………………………………………………………. Application Rejected (Notify applicant):……………………………………………

38 Form SEC/CIS/6 (Regulation 14) (To be completed in duplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Scheme Authorisation) Regulations, 2020 CERTIFICATE OF AUTHORISATION Application No.:………………………………… Certificate No.:…………………………………… Category:………………………………………… The Securities and Exchange Commission, having considered the application for authorisation to establish a Collective Investment Scheme or act as Management Company/Custodian/Trustee of a collective investment scheme (delete as necessary) submitted by ……………………………. (Name of Collective Investment Scheme, Management Company, Custodian or Trustee) hereby grants the certificate of authorisation in the name of ……………………………. (Name of Collective Investment Scheme, Management Company, Custodian or Trustee) subject to the conditions stated overleaf or as may be prescribed or imposed hereafter: This Certificate is valid for three (3) years unless suspended, revoked or voluntarily surrendered. The terms and conditions of the Certificate of Authorisation are overleaf. ……………………………………. Chief Executive Officer OFFICIAL STAMP

39 Terms and Conditions for Certificate of Authorisation

1. The Collective Investment Scheme shall inform the Commission of any changes in the Application for Authorisation.
2. The manner in which the Collective Investment Scheme conducts business must comply with the requirements of the Securities Act No. 41 of 2016, these Regulations, any other relevant written law and the constitutive documents of the Collective Investment Scheme failing which the authorisation will be revoked
3. The Certificate of Authorisation is not transferable.
4. The Certificate of Authorisation shall, upon grant, be displayed conspicuously at the office of the manager of the Collective Investment Scheme in a place visible to the public. Form SEC/CIS/7 (Regulation 14) (To be completed in triplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Scheme Authorisation) Regulations, 2020 NOTICE OF REFUSAL OF AUTHORISATION To (1) ……………………………………………………………………………………………………. …………………………………………………………………………………………… IN THE MATTER OF (2)……………………………..you are notified that your application for (3)…………………………………………………has been refused by the Commission on the following grounds: (a) …………………………………………………………………………………………… (b) …………………………………………………………………………………………… (c) …………………………………………………………………………………………… (d) …………………………………………………………………………………………… Dated this……………… day of …………………………….. 20………………….. ……………………………………. Chief Executive Officer OFFICIAL STAMP (1) Here insert the full name of the applicant (2) Here insert the reference No. of the application (3) Here insert type of application

40 Form SEC/CIS/8 (Regulation 16) (To be completed in duplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Scheme Authorisation) Regulations, 2020 APPLICATION FOR VARIATION OF TERMS AND CONDITIONS OF CERTIFICATE OF AUTHORISATION Please complete in block letters Shaded fields for official use only Application No. Date and Time Information Provided Information Required ✓ PARTICULARS OF APPLICANT 1 Name 2 Category 3 Business Premises— (a) Physical address: (b) Plot No: (c) Street: (d) Postal address (e) Telephone No: (f) Fax No: (g) Email address: (h) Town: 4. EXISTING PROPOSED VARIATION REASONS FOR VARIATION

41

Declaration: I declare that all the information I have stated in this application is true and correct ] to the best of my knowledge and belief. I understand that submission of false information shall render the application void and that if approved, it shall be revoked and the certificate cancelled. …………………………. ……………………………. Name Designation …………………………. .…………………………….. Name Designation FOR OFFICIAL USE ONLY Date of submission:……………………………………………………………………….... Application Number:……………………………………………………………………….. Payment Receipt Number:…………………………………………………………………. Application Accepted:………………………………………………………………………. Application Rejected (Notify applicant):…………………………………………………

42 Form SEC/CIS/9 (Regulation 17) (To be completed in triplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Scheme Authorisation) Regulations, 2020 APPLICATION FOR DUPLICATE CERTIFICATE OF AUTHORISATION Please complete in block letters Shaded fields for official use only Application No. Date and Time Information Provided Information Required ✓ PARTICULARS OF APPLICANT 1 Name 2 Category 3 Business Premises— a) Physical address: b) Plot No: c) Street: d) Postal address e) Telephone No: f) Fax No: g) Email address h) Town 4. Affidavit of loss, etc

43 Declaration: I declare that all the information I have stated in this application is true and correct to the best of my knowledge and belief. I understand that submission of false information shall render the application void and that if approved, it shall be revoked and the certificate cancelled. …………………………. ……………………………. Name Designation …………………………. .…………………………….. Name Designation FOR OFFICIAL USE ONLY Date of submission:…………………………………………………………………….... Application Number:…………………………………………………………………….. Payment Receipt Number:……………………………………………………………… Application Accepted:……………………………………………………………………. Application Rejected (Notify applicant):………………………………………………

44 Form SEC/CIS/10 (Regulation 18) (To be completed in triplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Scheme Authorisation) Regulations, 2020 NOTICE OF REVOCATION CERTIFICATE OF AUTHORISATION` To (1) ……………………………………………………………………………………………………. ……………………………………………………………………………………………… (2)………………………………………………… IN THE MATTER OF (3)……………………………..you are notified that your Certificate of Authorisation has been * (4)…… revoked on the following grounds: ………………………………………………………………………………………… ………………………………………………………………………………………… ………………………………………………………………………………………… ………………………………………………………………………………………… Dated this…………………………….. day of …………………………….. 20………………….. ……………………………………. Chief Executive Officer (1) Here insert the full name of the collective investment scheme, manager, trustee or custodian (2) Here insert the Certificate No. (3) Here insert the Registration No. (4) Here insert period of suspension OFFICIAL STAMP

45 Form SEC/CIS/11 (Regulation 20) (To be completed in triplicate) The Securities Act, 2016 (Act No. 41 of 2016) The Securities (Collective Investment Schemes Authorisation) Regulations, 2020 NOTICE OF REINSTATEMENT OF AUTHORISATION Details of Applicant

1. Name of Applicant:
2. Category
3. Authorisation Certificate number(where applicable):
4. Date of Expiration: Notice is given that the Securities Exchange Commission, being satisfied that the applicant has complied with the terms and conditions specified in the Notice of Suspension/Revocation, hereby reinstates the applicant’s Authorisation.

................................................................................. Name ................................................................................. Signature B. Ng’andu, Minister of Finance LUSAKA , 2020 (MOF/ / )