Securities (Forms and Fees) Regulations 2008

[14th July 2008] Supplement to Official Gazette 123

SECURITIES ACT 2007

SECURITIES (FORMS AND FEES) REGULATIONS 2008

ARRANGEMENT OF REGULATIONS

PART 1
PRELIMINARY

Regulation

Citation
Interpretation

PART 2
LICENCES

Applications and notices and other forms
Directions
Manner of application for licence
Alteration of facts disclosed in applications
Grant of licence
General conditions
Renewal of licence
Replacement of licence
Display of licence
Change of employer

PART 3
OTHER LICENCES AND FEES

Securities exchange licence fee
Proposed rule change fee
Clearing agency licence fee
Securities facility fee
Advertisement filing fee
Registration of corporate issuers fee
Waiver of fees

SCHEDULE 1
FORMS

SCHEDULE 2
FEES

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S.I 43 of 2008

SECURITIES ACT 2007
(Act No. 8 of 2007)
Securities (Forms And Fees) Regulations 2008

In exercise of the powers conferred by section 133 of the Securities Act, the Minister of Finance on the recommendation of the Securities Authority makes the following Regulations:

PART 1
PRELIMINARY

These Regulations may be cited as the Securities (Forms and Citation Fees) Regulations 2008.
In these Regulations – Interpretation

"Authority" means the Securities Authority;

"financial year" means the calendar year ending on 31 December unless, in the case of a licensee, the Authority has approved in writing another financial year period;

"licence" in relation to Parts 1 and 2 of these Regulations, means a licence issued under Part 5 of the Act and "licensee" shall be construed accordingly;

"the Act" means the Securities Act, 2007.

PART 2
LICENCES

An application, notice or other form applicable under these Applications Regulations are as set out under Schedule 1. notices and other forms
A form set out in Schedule 1 must be completed in Directions accordance with any directions specified in the form.
(1) An application for a licence shall be submitted to the Manner of Authority in such form as the Authority may provide for such purpose in application accordance with the minimum content prescribed for such form in Schedule 1, for licence together with such supporting documents or information as shall be required by the prescribed form and may otherwise be requested by the Authority.

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(2) The Authority may refuse to accept a licence application if it is not accompanied by the application fee set out in Schedule 2.

An applicant for a licence shall forthwith give written Alteration of notice to the Authority of – facts disclosed in applications
(a) any proposed alteration to, or

(b) the occurrence of any event which the applicant knows affects or may affect in a material respect,

information supplied by the applicant to the Authority in relation to the application, being a proposal or event made or occurring while the application is pending a decision by the Authority.

The Authority on approval of an application for a licence, Grant of shall grant a licence to the applicant on payment by the applicant of the licence licence fee as set out in Schedule 2.
It shall be a condition of every licence that – General conditions
(a) the licence shall be personal to the applicant and shall not be transferable;

(b) the applicant shall forthwith give written notice to the Authority of -

(i) any proposed alteration to, or

(ii) the occurrence of any event which the applicant knows affects or may affect in any material respect,

any matter in respect of which the applicant was required to supply information to the Authority in the course of the application for that licence;

(i) the implementation of any alteration of the kind referred to in paragraph (b)(i); or

(ii) the taking of action resulting from any event of the kind referred to in paragraph (b)(ii); and

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(d) a licensee only carries on the securities business permitted by the licence.

On application for renewal of a licence, the Authority, if Renewal of satisfied that the applicant has complied with the provisions of the Act and licence these Regulations, may grant the renewal on –

(a) payment by the applicant of the annual licence fee set out in Schedule 2;

(b) lodgment with the Authority of a compliance certificate by the licensee in the form specified in Form 10 in Schedule 1.

If the Authority is satisfied that a licence has been lost, Replacement destroyed or defaced, the Authority may replace the licence on payment by of licence the licensee of the applicable fee set out in Schedule 2.
Every holder of a licence granted under the Act shall Display of display the licence at its principal place of business. licence
A representative shall not change the employer in relation Change of to which the licence was issued unless a notice in accordance with Form 9 employer set out in Schedule 1 is lodged with the Authority.

PART 3
OTHER LICENCES AND FEES

13.(1) A company applying to the Authority for a securities Securities exchange licence under the Act shall pay the application fee set out in exchange Schedule 2. licence fee

(2) If the Authority is satisfied that the applicant has complied with the provisions of the Act it may grant a securities exchange licence on payment by the applicant of the licence fee set out in Schedule 2.

(3) On application for renewal of a securities exchange licence the Authority may, if satisfied that the applicant has complied with the provisions of the Act, grant the renewal on payment by the applicant of the annual renewal licence fee set out in Schedule 2 and on lodgment with the Authority of a compliance certificate by the applicant in the form specified in Schedule 1.

A securities exchange shall, on submission to the Proposed rule Authority of a draft proposed amendment to its rules in accordance with the change fee provisions of the Act, pay the fee set out in Schedule 2.

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15.(1) A person applying to the Authority for a clearing agency Clearing licence under the Act shall pay the application fee set out in Schedule 2. agency licence fee

(2) If the Authority is satisfied that the applicant has complied with the provisions of the Act, it may grant a clearing agency licence on payment by the applicant of the licence fee set out in Schedule 2.

(3) On application for renewal of a clearing agency licence the Authority may, if satisfied that the applicant has complied with the provisions of the Act, grant the renewal on payment by the applicant of the annual renewal licence fee set out in Schedule 2 and on lodgment with the Authority of a compliance certificate by the applicant in the form specified in Schedule 1.

16.(1) A person applying to the Authority for a securities Securities facility licence under the Act shall pay the application fee set out in facility fee Schedule 2.

(2) If the Authority is satisfied that the applicant has complied with the provisions of the Act, it may grant a securities facility licence on payment by the applicant of the licence fee set out in Schedule 2.

(3) On application for renewal of a securities facility licence the Authority may, if satisfied that the applicant has complied with the provisions of the Act, grant the renewal on payment by the applicant of the annual renewal licence fee set out in Schedule 2 and on lodgment with the Authority of a compliance certificate by the applicant in the form specified in Schedule 1.

A licensee or authorised person shall when sending a Advertising copy of an advertisement to the Authority pursuant to the Act and its filing fee regulations, pay the advertisement filing fee set out in Schedule 2.

18.(1) An existing public company required to file a Registration registration statement with the Authority under the provisions of the Act, of corporate shall pay the registration fee set out in Schedule 2. issuers fee

(2) A company which proposes to issue securities to the public and is required to file a registration statement with the Authority under the provisions of the Act, shall pay the registration fee set out in Schedule 2.

19.(1) If the Authority considers it appropriate in the Waiver exceptional circumstances of a particular case, the Authority may in its of fees discretion waive payment of all or part of the fee which would otherwise be payable under these Regulations.

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(2) If it appears to the Authority that, owing to the exceptional circumstances of a particular case, the retention by the Authority of a fee which has been paid would be inequitable, the Authority may in its discretion refund all or part of the fee.

SCHEDULE 1
(regulation 3)

FORMS

FORM 1

APPLICATION FOR SECURITIES DEALER LICENCE

Notes:

(1) If space is insufficient to provide details, please attach annexure, and the annexure should be identified as such and signed by the signatory to this application.

(2) This application must be accompanied by:

(i) if the applicant was not incorporated within the last 12 months, audited financial statements of the applicant for the last 2 years;

(ii) the last audited financial statements of the controlling owners of the applicant;

(iii) Personal Questionnaire (in the form issued by the Authority) completed by each director, shareholder and beneficial owner of the applicant company;

(iv) Note – Personal Questionnaires (refer (iii) above) are not required if the Authority receives satisfactory proof that the applicant company or its controlling shareholder or beneficial owner is a member of or listed on a recognized overseas securities exchange

Part 1 - INFORMATION ON THE APPLICANT

(a) Name of applicant:

(b) Registered office:

(d) Full address and telephone number of the principal place at which the business of the applicant is to be carried on:

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(e) The authorised and paid-up capital of the applicant, including the types of shares issued:

(f) Details of shareholders of the applicant, including the name, address, amount of shares being held and date of acquisition:

(g) Address of place at which applicant's register under section 79 of the Act will be kept:

(h) State the location of all premises at which records or other documents of the business for which the application is made are to be kept:

(i) Set out as an annexure to this application details of each director and senior officer showing the full name, residential address, date of birth, academic qualifications and experience, office held and date of appointment:

(j) Set out as an annexure to this application, details of each (prospective) representative showing full name, date of birth, residential address, academic qualifications and experience:

State the nature of the principal business of the applicant:

3.(a) State in detail the activity and the manner in which the applicant proposes to conduct the business for which the applicant requires a licence (including details of the services which the applicant will hold itself out as being able to provide if the application is allowed);

(b) The type of clients with whom the applicant proposes to do business:

(c) Describe the organisational structure and internal control procedures which the applicant has adopted or proposes to adopt for its proposed business:

Name and address of auditors or proposed auditors:
Name and address of lawyers or proposed lawyers:
Name and address of bankers or proposed bankers:
If the company is a subsidiary of another company, give the name, address, nature of business of parent company:
Give the name and address of subsidiaries, if any, of the company or any enterprise in which it has a shareholding or similar interest, give details and nature of business pursued:

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Set out the name and address of each person who, directly or indirectly, exercises or has power to exercise a controlling influence over the management and policies of the applicant other than those shown as directors:

(For questions 10 to 12, answer "Yes" or "No" in the space provided. If "Yes", please provide full particulars below or by an annexure)

Has the applicant or any director, other officer or representative of the applicant within the past 10 years:

(a) been licensed or registered in any place under any law which requires licensing or registration in relation to securities business?

(b) been refused the right or restricted in its or his right to carry on any securities-related business for which a specific licence, registration or other authority is required by law in any place?

(c) been the subject of suspension, cancellation or revocation of its registration, license or other authorization to carry on securities-related business by any authority in any jurisdiction?

(d) been subject to regulatory or enforcement action by any authority in any jurisdiction?

(e) been a member or partner in a member firm of any securities exchange?

(f) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange?

(g) been refused membership of any securities exchange?

(h) been known by any name other than the name or names shown in this application?

Has any judgment or order or conviction been made or are all legal proceedings, actions or other claims pending against the applicant or any of its directors, whether civil or criminal in nature, involving alleged or proven:

(a) fraud or dishonesty or theft or misrepresentation or misappropriation or similar conduct?

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(b) fraud or dishonesty or theft or misrepresentation or misappropriation or similar conduct arising out of or relating to dealings in securities or securities or investment related business or activities?

Has any director, other officer or representative of the applicant had any experience in performing the functions in relation to the proposed activity of the applicant referred to in question 3?
Set out any additional information (including any formal qualifications or training and experience of the directors, other officers and representative of the applicant) considered relevant to this application.
State the name, address and occupation of two persons (who must not be related to the applicant, and neither of whom has any interest in the success or otherwise of this application) with whom each director of the applicant has had regular contact over the past 4 years and of whom the Authority may enquire regarding their character and reputation.

(a) Name, address and occupation of Character Referee

(b) Name of Director, other officer or representative in respect of whom enquiries may be made

Part 2 - DECLARATION

We declare that all information given in this application and in any annexures and supporting documents or other information provided is complete and accurate to the best of our knowledge and belief.

Dated this day of

Signature

SIGNED BY OR ON BEHALF OF THE APPLICANT:
Name:
Position/capacity:
Applicant:

Witness:
Name:
Address:
Occupation:

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FORM 2

APPLICATION BY AN INDIVIDUAL (NATURAL PERSON) FOR INVESTMENT ADVISOR LICENCE

Application for an investment advisor licence under the Act is made as follows:

Notes:

(1) If space is insufficient to provide details, please attach annexure, and the annexure should be identified as such and signed by the signatory to this application.

(2) This application must be accompanied by:

(a) a detailed statement of the applicant's assets and liabilities and shall be signed by the applicant; and

(b) a Personal Questionnaire (in the form issued by the Authority) completed by the applicant.

Personal particulars of the applicant

(a) Name of applicant:

(b) Full address and telephone number of the principal place at which the business of the applicant is or is to be carried on:

(d) Address of place at which applicant's register under section 79 of the Act will be kept:

(e) State the location of all premises at which records or other documents of the business for which the application is made are to be kept:

(a) Indicate area of proposed business for which the applicant requires an investment advisor licence:

(i) advising others concerning securities;

(ii) issues or promulgates analyses or reports concerning securities;

(iii) pursuant to a contract or arrangement with a customer, undertakes on behalf of the customer (whether on a discretionary authority granted by the customer or otherwise)

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the management of a portfolio of securities for the purpose of investment;

(i) Other (please specify)

(b) For each indicated area of proposed business, state in detail the manner in which the business will be conducted and the experience of the applicant and the management staff in that business.

(c) Describe the organisational structure and internal control procedures which the applicant has adopted or proposes to adopt in the conduct of the business.

The type of customers with whom the applicant proposes to do business.
Is the business of investment advisor the principal business carried on by the applicant? (Answer "Yes" or "No". If "No", give details of the applicant's principal business.)
Does the applicant have an interest in one or more shares in any company the shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 10% of the aggregate of the nominal amount of all the issued shares of the company?
(Answer "Yes" or "No". If "Yes", give full details of the interest including names of companies and percentage of interest.)
Has the applicant within the past 10 years:

(a) been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities or acting as an investment advisor?

(b) been refused the right or restricted in its or his right to carry on any securities-related business for which a specific licence, registration or other authority is required by law in any place?

(c) been the subject of suspension, cancellation or revocation of his registration, license or other authorization to carry on securities-related business by any authority in any jurisdiction?

(d) been subject to regulatory or enforcement action by any authority in any jurisdiction?

(e) been a member or partner in a member firm of a securities exchange?

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(f) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange?

(g) been refused membership of any securities exchange?

(h) carried on business under any name other than the name or names shown in this application?

Set out below details of the applicant's employment and business activities during the previous 10 years:

(a) Name and address of Employer (if self-employed, so state)

(b) Nature of business

(d) Period of employment or activity (give exact dates)

State the name, address and occupation of two persons (who must not be related to the applicant, and neither of whom has any interest in the success or otherwise of this application) with whom the applicant has had regular contact over the past 4 years and of whom the Authority may enquire regarding the applicant's character and reputation.
Set out any additional information (including any formal qualifications or training and experience of the directors, other officers and representative of the applicant) considered relevant to this application:

I declare that all information given in this application and in any annexures and supporting documents or other information provided is complete and accurate to the best of my knowledge and belief.

Dated this day of

Signature

SIGNED BY THE APPLICANT:
Name:
Applicant:

Witness:
Name:
Address:
Occupation:

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FORM 3

APPLICATION BY A COMPANY FOR INVESTMENT
ADVISOR LICENCE

Application for an investment advisor licence under the Act is made as follows:

Notes:

(1) If space is insufficient to provide details, where necessary, please attach annexure, and the annexure must be identified as such and signed by the signatory to this application.

(2) This application must be accompanied by:

(i) if the applicant was not incorporated within the last 12 months, last audited financial statements of the applicant;

(ii) the last audited financial statements of the controlling owners of the applicant;

(iii) Personal Questionnaire (in the form issued by the Authority) completed by each director, shareholder and beneficial owner of the applicant company;

Part 1 - INFORMATION ON THE APPLICANT

(a) Name of applicant:

(b) Registered office:

(d) Full address and telephone number of the principal place at which the business of the applicant is or is to be carried on:

(e) The authorised and paid-up capital of the applicant, including the types of shares issued or to be issued:

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(f) The details of shareholders of the applicant, including the name, address, amount of shares being held and date of acquisition:

(g) Address of place at which applicant's register under section 79 of the Act will be kept:

(h) State the location of all premises at which records or other documents of the business for which the application is made are to be kept:

(j) Set out, as an annexure to this application, details of each (prospective) representative showing full name, date of birth, residential address, academic qualifications and experience:

State the nature of the principal business of the applicant:
(a) Indicate areas of proposed business for which the applicant requires an investment advisor licence:

(i) advising others concerning securities,

(ii) issues or promulgates analyses or reports concerning securities,

(iii) pursuant to a contract or arrangement with a customer, undertakes on behalf of the customer (whether on a discretionary authority granted by the customer or otherwise) the management of a portfolio of securities for the purpose of investment.

(iv) Other (please specify)

(b) For each indicated area of proposed business, state in detail the manner in which the business will be conducted and the experience of the applicant and its management staff in that business.

(d) Describe the organisational structure and internal control procedures which the applicant has adopted or proposes to adopt in the conduct of the business.

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Name and address of auditors or proposed auditors:
Name and address of attorneys-at-law or proposed attorneys-at-law:
Name and address of bankers or proposed bankers:
If the company is a subsidiary of another company give the name, address, and nature of business of the parent company:
Give the name and address of subsidiaries, if any, of the company, or any enterprise in which it has a shareholding or similar interest, give details and nature of business pursued:
Set out the name and address of each person who directly or indirectly exercise or has power to exercise a controlling influence over the management and policies of the applicant other than those shown as directors:

(For questions 10 and 11 answer "Yes" or "No" in the space provided. If "Yes", please provide full particulars below or by an annexure)

Has the applicant or any director of the applicant within the past 10 years:

(a) been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities or acting as an investment advisor?

(b) been refused the right or restricted in its or his right to carry on any securities-related business for which a specific licence, registration or other authority is required by law in any place?

(c) been the subject of suspension, cancellation or revocation of his registration, license or other authorization to carry on securities-related business by any authority in any jurisdiction?

(d) been subject to regulatory or enforcement action by any authority in any jurisdiction?

(e) been a member or partner in a member firm of a securities exchange?

(f) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange?

(g) been refused membership of any securities exchange?

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(h) carried on business under any name other than the name or names shown in this application?

Has any judgment or order or conviction been made or any legal proceedings, actions or other claims pending against the applicant or any of its directors, whether civil or criminal in nature, involving alleged or proven:

(a) fraud or dishonesty or theft or misrepresentation or misappropriation or similar conduct?

In relation to each director and staff management member of the applicant, set out below details of the officer's employment and business activities, during the previous 10 years:

(a) Name of Director or staff member

(b) Name and address of Employer (if self-employed, so state).

(d) Description of duties in relation to the employment or activity

(e) Period of employment or activity

Set out any additional information (including any formal qualifications or training and experience of the directors, other officers and representative of the applicant) considered relevant to this application:
State the name, address and occupation of two persons (who must not be related to the applicant, and neither of whom has any interest in the success or otherwise of this application) with whom each director of the applicant has had regular contact over the past 4 years and of whom the Authority may enquire regarding their character and reputation:

(a) Name, address and occupation of Character Referee

(b) Name of Director, other officer or representative in respect of whom enquiries may be made

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Part 2 - DECLARATION

We declare that all information given in this application and in any annexures and supporting documents or other information provided is complete and accurate to the best of our knowledge and belief.

Dated this day of

Signature

SIGNED BY OR ON BEHALF OF THE APPLICANT:
Name:
Position/capacity:
Applicant:

Witness:
Name:
Address:
Occupation:

FORM 4

APPLICATION FOR (NATURAL PERSON) PRINCIPAL OR REPRESENTATIVE LICENCE

Application for a representative licence under the Act is made as follows:

Notes:

(1) If space is insufficient to provide details, please attach annexure, and the annexure should be identified as such and signed by the signatory to this application.

(2) This application must be accompanied by a Personal Questionnaire (in the form issued by the Authority) completed by the applicant person.

(a) Application Type: Security Dealer's representative or Investment Advisor's representative?

(b) Applicant's full name.

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(d) Date of birth and Place of birth

(e) Nationality

(f) Full name of employer and licenses held by it:

(g) The full address at which the business of the employer is to be carried on, and the Telephone Number, Fax Number and email address:

(h) Nature of business of the representative

(i) State in detail the activity and the manner in which the applicant proposes to conduct the business for which the applicant requires a licence (including details of the services which the applicant will hold itself out as being able to provide if the application is allowed);

(j) Address of place at which Register under section 79 of the Act will be kept

(k) Present remuneration arrangement with employer: salary, commission or both

(Answer "Yes" or "No" in the space provided. If "Yes" attach annexure giving all relevant particulars.) Has the applicant within the past 10 years:

(a) been licenced or registered in any place under any law which requires licensing or registration to deal or trade in securities or advise on securities or act as principal or representative?

(b) been refused the right or restricted in the applicant's right to carry on any securities-related business for which a specific licence, registration or other authority is required by law in any place?

(c) been the subject of suspension, cancellation or revocation of his registration, license or other authorization to carry on securities-related business by any authority in any jurisdiction?

(d) been subject to regulatory or enforcement action by any authority in any jurisdiction?

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(e) been a shareholder in a member firm of any securities exchange?

(f) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange?

(g) been refused membership of any securities exchange?

(h) carried on business under any name other than the name or names shown in this application in paragraph 1(b)?

Has the applicant had any experience in performing the functions of a representative? (Answer "Yes" or "No") If "Yes" attach annexure giving all relevant particulars.
Set out below details of the applicant's employment and business activities during the previous 10 years:

(a) Name and address of Employer (if self-employed, so state)

(b) Nature of business

(d) Period of employment or activity

State the name, address and occupation of two persons (who must not be related to the applicant, and neither of whom has any interest in the success or otherwise of this application) with whom the applicant has had regular contact over the past 4 years and of whom the Authority may enquire regarding the applicant's character and reputation:
Does the applicant have an interest in one or more shares in any company, the shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 10% of the aggregate of the nominal amount of all issued shares of the company? (Answer "Yes" or "No". If "Yes", give full details of the interest including the names of companies and percentage of interest).
Set out any additional information (including any formal qualifications or training and experience of the directors, other officers and representative of the applicant) considered relevant to this application:

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I declare that all information given in this application and in any annexures and supporting documents or other information provided is complete and accurate to the best of my knowledge and belief.

Dated this day of

Signature

SIGNED BY THE APPLICANT:
Name:
Applicant:

Witness:
Name:
Address:
Occupation:

NOTE: (a) This application should be accompanied by a certificate in or to the effect of the following form:

To the Authority:

On the basis of due and diligent enquiry made of the background of the applicant named in this form who is in my direct employment or acting for or on behalf of me, and other information available, I believe the applicant to be of good character and reputation and to have the competence and experience to perform the function of a representative.

Dated this day of

Signature
Name
Capacity

(b) The certificate should be signed by each licensee by whom the applicant is to be employed or for or by arrangement with whom the applicant is to act.

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FORM 5

REGISTER OF SECURITIES

Name of person having an interest:

Particulars* Acquired Disposed of Balance

Date Name of Security Unit
Price
No. of
Units
Cost No. of
Units
Proceeds In Units

State how securities were acquired or disposed of and if acquired or disposed of on a securities exchange, give agent's name.

FORM 6

NOTICE OF PLACE AT WHICH REGISTER IS TO BE KEPT

Name:
Capacity in which section 79 of the Act applies:
Residential address and telephone number of applicant:
Business address and telephone number:
Name of employer (if any):
Place at which record is to be kept:
Date of commencement of keeping register:

Dated this day of

Signature
Name
Capacity

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FORM 7

NOTICE OF CHANGE OF PLACE OF BUSINESS AND CHANGE OF PLACE AT WHICH REGISTER IS KEPT

Name of licensee:
Type of licence held and licence number:
(a) Former address of place of business:

(b) New address of place of business:

(a) Former address of place at which register was kept:

(b) New address of place at which register is kept:

Dated this day of

Signature
Name
Capacity

FORM 8

NOTIFICATION OF CESSATION OF BUSINESS

Name of licensee:
Type of licence held and licence number:
Notice is given that on the day of , business ceased to be carried on in Seychelles by the above-mentioned licensee in respect of which he was licensed to carry on business.

Dated this day of

Signature
Name
Capacity

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FORM 9

NOTICE OF CHANGE OF REPRESENTATIVE'S EMPLOYER AND NOTICE OF CHANGE OF PLACE AT WHICH REGISTER IS KEPT

Name of licensee:
Type of licence held and licence number:
Residential Address:
Notice is given that on the day of the licensee will cease to be a representative of and that from the day of the licensee will be a representative of whose principal place of business is at
(a) Former address of place at which register was kept:

(b) New address of place at which register is kept:

Dated this day of

Signature
Name

FORM 10

Licence Renewal Compliance Certificate

To: the Central Bank of Seychelles

We, [full name and address of licensee], certify that we are not in breach of any duties or other obligations imposed on us under the Securities Act ("the Act").

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We undertake to continue to comply with our duties and other obligations under the Act.

Dated:

Signature
Name
Director
For and on behalf of
Name of licensee company

SCHEDULE 2

FEES

NOTE: Any fee expressed to be an "application" fee is a one-time fee paid upon submission of the application form and accompanying documentation. The fee is nonrefundable and allows for the costs of due diligence procedures undertaken by the Authority to thoroughly review the application.

TYPES OF FEES	AMOUNT (in US$)	EXPLANATION (if applicable)
1. Application Fee
(a) Securities dealer	$1000
(b) Investment advisor (company)	$1000
(c) Investment advisor (individual)	$1000
(d) Representative	$250
(e) Securities Exchange	$2000
(f) Clearing agency	$2000
(g) Securities Facility	$1000

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2. Annual Licence Fee
(a) Securities dealer	$2500
(b) Investment advisor (company)	$2000
(c) Investment advisor (individual)	$2000
(d) Representative	$500
(e) Securities Exchange	$6000
(f) Clearing agency	$5000
(g) Securities Facility	$2500
3. Replacement of Licence Fee	$300
4. Searches
(a) fee for a search under section 58(4) of the Act of the public register	$100
(b) fee per page for obtaining a copy of any document available on public search of the register	$1
(c) fee per official search under section 58(5) of the Act	$100

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5. Proposed Rule Change Fee (Securities Exchanges and Clearing agencies)	$1,000	Fee per submission
6. Advertisement filing fee	$50	Fee per person
7. Registration of corporate issuers fee
(a) registration of existing public company	$750
(b) registration of company proposing to issue securities to the public	1/50th of 1% of offering amount to be raised	Minimum $3000. If 1/50th of 1% is greater, the greater amount will apply
8. Examination Fee
(a) Investment advisor examination fee	$1,500	Fee per person
(b) Representative examination fee	$1,250

MADE this 8th day of July, 2008.

DANNY FAURE
MINISTER FOR FINANCE

Securities (Forms and Fees) Regulations 2008

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