Securities Industry (Disciplinary Proceedings) (Hearings and Settlements) Rules, 2017

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SECURITIES COMMISSION RECEIVED MAR 03 2017 OFFICE OF LEGAL COUNSEL OF THE BAHAMAS

[Coat of Arms]

EXTRAORDINARY OFFICIAL GAZETTE THE BAHAMAS PUBLISHED BY AUTHORITY

NASSAU 7th February, 2017

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SECURITIES INDUSTRY (DISCIPLINARY PROCEEDINGS) (HEARINGS AND SETTLEMENTS) RULES, 2017

Arrangement of Sections

Section

PART I – PRELIMINARY 3

1. Citation and commencement..................................................................................................3
2. Interpretation..........................................................................................................................3

PART II – PRELIMINARY COMPLAINTS AND INVESTIGATIVE PROCEDURES 5 3. Preliminary Complaints.........................................................................................................5 4. Investigatory powers of Commission....................................................................................5 5. Evidence to accompany complaint........................................................................................5 6. Notice of preliminary complaint...........................................................................................5 7. Completion of investigation..................................................................................................5 8. Preliminary complaint made in bad faith..............................................................................6

PART III – HEARING PANEL 6 9. Establishment of Hearing Panel...........................................................................................6 10. Powers of the Hearing Panel................................................................................................6 11. Sitting of Panels...................................................................................................................7

PART IV – FORMAL COMPLAINT AND ANSWER 7 12. Procedure for issue of Formal Complaint and Answer........................................................7 13. Amendment of Formal Complaint........................................................................................8 14. Withdrawal of Formal Complaint........................................................................................8

PART V–PRE-HEARING CONFERENCE 8 15. Notice of pre-hearing conference........................................................................................8 16. Pre-hearing conference directions........................................................................................9 17. Non-disclosure of pre-hearing statements...........................................................................9

PART VI – DISCLOSURE 9 18. Production and disclosure of evidence................................................................................9 19. Parties to file witness statements.........................................................................................9 20. Notice of expert witness......................................................................................................10

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21. Hearing Panel may order disclosure...................................................................................10

PART VII – HEARINGS 10 22. Nature of hearings...............................................................................................................10 23. Notice of hearing.................................................................................................................10 24. Conduct of oral hearing.......................................................................................................11 25. Documentary hearings..........................................................................................................11 26. Submissions in documentary hearings.................................................................................11 27. Reply to submissions...........................................................................................................12 28. Objection to documentary hearing.......................................................................................12 29. Written submissions.............................................................................................................12 30. Conversion of hearings........................................................................................................12 31. Expedited hearings..............................................................................................................12 32. Defendant may waive hearing.............................................................................................13 33. Failure of defendant to appear.............................................................................................13 34. Final decision......................................................................................................................13 35. Final decisions are public documents..................................................................................14 36. Compliance with final decision...........................................................................................14 37. Defect or irregularity not to hinder hearing.........................................................................14 38. Defendant not to be retried on same facts............................................................................14

PART VIII – SETTLEMENT PROCEDURES 14 39. Establishment of a Settlement Committee...........................................................................14 40. Duties and powers of a Settlement Committee....................................................................15 41. Offer of settlement...............................................................................................................15 42. Approved settlement agreement...........................................................................................15 43. Failure to arrive at a settlement agreement..........................................................................15

PART IX- MISCELLANEOUS 16 44. Filing, submission, delivery and service of documents.......................................................16 45. Appearances.........................................................................................................................16 46. Breach of Rules....................................................................................................................16 47. Hearings open to the public.................................................................................................16 48. Appeal from final decision..................................................................................................17

SCHEDULE 17 FORM 1 - FORMAL COMPLAINT (RULE 12) 17 FORM 2 - SETTLEMENT AGREEMENT (RULE 41) 19 FORM 3 - WAIVER (RULE 32) 21

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[Coat of Arms]

MINISTRY OF FINANCE

S.I. No. 11 of 2017

SECURITIES INDUSTRY ACT, 2011 (No. 10 of 2011)

SECURITIES INDUSTRY (DISCIPLINARY PROCEEDINGS) (HEARINGS AND SETTLEMENTS) RULES, 2017

The Securities Commission, in exercise of the powers conferred by section 149 of the Securities Industry Act, 2011 makes the following Rules —

PART I – PRELIMINARY

1. Citation and commencement. These Rules may be cited as the Securities Industry (Disciplinary Proceedings) (Hearings and Settlements) Rules, 2017.

2. Interpretation. In these Rules — “Act” means the Securities Industry Act¹; “Answer” means the document containing the response of the defendant to a Formal Complaint referred to in rule 12; “Committee” or “Settlement Committee” means the Committee established pursuant to rule 39; “complainant” means the person who makes a complaint under these Rules; “counsel” means a person who has been admitted to practise as counsel in accordance with the Legal Profession Act²; “court” means the Supreme Court of The Bahamas; “defendant” means the person against whom allegations are made in a Formal Complaint;

¹No. 10 of 2011 ²Vol. 1, Ch. 64

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“disciplinary matter” means a complaint brought before the Commission, or any matter raised by the Commission, in respect of an alleged or suspected breach by a person of securities laws; “final decision” means a final decision of the Commission as rendered by— (a) a final decision of the Hearing Panel under rule 34; (b) the terms of a settlement agreement approved by the Settlement Committee under rule 42; “Formal Complaint” means the document containing allegations arising from an investigation of a disciplinary matter and made in Form 1 of the Schedule; “hearing” means a hearing held by the Hearing Panel pursuant to these Rules; “licence” means an investment fund licence granted by the Commission, in accordance with section 3 of the Investment Funds Act³; “Panel” or “Hearing Panel” means a panel established pursuant to section 33 of the Act to hear disciplinary proceedings; “Panel member” means a member of the Hearing Panel appointed under rule 9; “party” means the Commission or a defendant; “proceeding” means — (a) the investigation of a disciplinary matter and any other step taken by the Commission, pursuant to securities laws; (b) any step taken in the conduct of a hearing by the Hearing Panel in respect of a disciplinary matter; or (c) any proceedings of the Settlement Committee; “preliminary complaint” means a complaint, allegation or grievance raised by any person pursuant to rule 3; “registration” means a registration granted by the Commission, in accordance with sections 58 and 69 of the Act and section 3 of the Investment Funds Act; “settlement” means a settlement agreement made in accordance with Part VIII of these Rules.

³Vol. VIII, Ch. 369A

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PART II – PRELIMINARY COMPLAINTS AND INVESTIGATIVE PROCEDURES

3. Preliminary Complaints. (1) A person may file a preliminary complaint with the Commission alleging a contravention of securities laws or raising a grievance relating to securities laws. (2) A preliminary complaint shall— (a) be in writing and signed by the party making the complaint; (b) identify the person against whom the complaint is lodged; (c) specify the facts surrounding the complaint; (d) be made in good faith.

4. Investigatory powers of Commission. (1) The Commission shall investigate an alleged breach of securities laws, pursuant to Part IV of the Act, and shall document its findings in writing. (2) The Commission may exercise any of its investigatory powers under these Rules on its own initiative or pursuant to a preliminary complaint made by any person.

5. Evidence to accompany complaint. A complainant shall provide such further evidence as the Commission may require— (a) in the form of written statements and affidavits; or (b) recorded on tape, film, disk or other recorded medium.

6. Notice of preliminary complaint. (1) The Commission shall, where the Commission receives a preliminary complaint, notify every person named in the preliminary complaint and invite such persons to respond in writing within fourteen days of receipt of notice. (2) The Commission may, where a person fails to respond to a notice pursuant to paragraph (1), consider the complaint in the absence of a response.

7. Completion of investigation. (1) The Commission may, after investigating and considering the evidence submitted in support of a preliminary complaint — (a) dismiss the preliminary complaint;

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(b) submit a Formal Complaint to the Hearing Panel; (c) refer the matter raised in the preliminary complaint to — (i) the Commissioner of Police; (ii) any other relevant authority; or (d) take any other action, as deemed appropriate. (2) On the completion of an investigation, the Commission shall, within seven days, inform in writing of the action taken — (a) the complainant; and (b) the person named in the preliminary complaint.

8. Preliminary complaint made in bad faith. The Commission may issue a Formal Complaint where the Commission considers a complaint to be frivolous, vexatious or made in bad faith.

PART III – HEARING PANEL

9. Establishment of Hearing Panel. (1) Pursuant to section 33 of the Act, the Commission hereby establishes a panel. (2) The panel established under paragraph (1) shall be called the Hearing Panel, which has the purpose of presiding over disciplinary matters referred to it by the Commission. (3) The Commission shall appoint to the Hearing Panel not more than nine individuals who shall — (a) be citizens of The Bahamas; (b) have the highest reputation and character; (c) have a background in accounting, industry, commerce, law, finance, or administration; (d) not be members of the Commission; and (e) be free from any conflict of interest.

10. Powers of the Hearing Panel. For the purpose of carrying out its functions under these Rules, the enforcement authority of the Commission under Part XV of the Act and Part VIII of the Investment Funds Act shall apply to the Hearing Panel, with the necessary modifications.

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11. Sitting of Panels. (1) The members of the Hearing Panel may resolve themselves to sit in one or more divisions, except that each division when hearing a complaint shall consist of — (a) not less than three panel members; and (b) a chairman who shall be elected from amongst members of the division. (2) A division referred to in paragraph (1) shall for all purposes be deemed to be the Hearing Panel. (3) A decision in a matter before the Panel shall be rendered by a simple majority of the Panel members.

PART IV – FORMAL COMPLAINT AND ANSWER

12. Procedure for issue of Formal Complaint and Answer. (1) A Formal Complaint executed by the Commission shall — (a) made in Form 1 of the Schedule; (b) filed with the Hearing Panel; and (c) served on the defendant. (2) The Commission shall, where a defendant is employed with a regulated person, notify the regulated person of the Formal Complaint. (3) A defendant shall, within fourteen days from the date of service of a Formal Complaint, file an Answer with the Hearing Panel which — (a) includes the defendant's response to the allegations; and (b) is in writing and signed by the defendant or his counsel or agent. (4) The Hearing Panel may extend, for a period of not more than seven days, the time prescribed in paragraph (3). (5) The Hearing Panel shall, where the defendant fails to file an Answer, determine the matter in the absence of the defendant and — (a) make a finding against the defendant; or (b) dismiss the Formal Complaint. (6) A finding made against a defendant pursuant to sub-paragraph (a) of paragraph (5) shall be deemed a final decision of the Hearing Panel and notice of the decision shall be served on the defendant within ten days of the making of the finding.

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13. Amendment of Formal Complaint. The Commission may amend a Formal Complaint — (a) at any time prior to the commencement of a hearing; or (b) after the commencement of the hearing, with leave of the Hearing Panel.

14. Withdrawal of Formal Complaint. The Commission may withdraw a Formal Complaint at any time and shall — (a) file a notice of withdrawal with the Hearing Panel; and (b) within seven days of filing, deliver the notice of withdrawal to the defendant and to any other person where applicable.

PART V–PRE-HEARING CONFERENCE

15. Notice of pre-hearing conference. (1) The Hearing Panel may, where the Panel deems it appropriate, hold a pre-hearing conference in camera a minimum of seven days before hearing a Formal Complaint. (2) A pre-hearing conference referred to in paragraph (1) shall be presided over by one or more members of the division of the Hearing Panel hearing the Formal Complaint. (3) The Hearing Panel shall issue, not less than seven days prior to the date of the pre-hearing conference, a notice containing — (a) the date, time and place of the pre-hearing conference; (b) a statement that if a party does not attend in person or by counsel or an agent, the Hearing Panel may proceed in the absence of such party; and (c) a statement that orders may be made by the Hearing Panel with respect to the conduct of the hearing proceedings. (4) The Hearing Panel may, on giving reasonable notice to all parties, change the date, time or place of a pre-hearing conference. (5) A party may object in writing to a scheduled pre-hearing conference, proposing alternate dates and times which may be accepted or rejected by the Hearing Panel.

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16. Pre-hearing conference directions. The Hearing Panel may, at a pre-hearing conference— (a) direct the parties to exchange and file documents within a prescribed time; (b) identify the issues to be addressed in submissions; and (c) make such orders as to the conduct of the hearing, as it deems appropriate.

17. Non-disclosure of pre-hearing statements. Subject to Part VI, statements or submissions made at a pre-hearing conference shall be confidential.

PART VI – DISCLOSURE

18. Production and disclosure of evidence. (1) A party shall, not less than fourteen days prior to the commencement of a hearing, deliver to the Hearing Panel and to each party copies of all documents that it intends to rely on at the hearing. (2) A party who fails to deliver a document in accordance with paragraph (1) shall not rely on such document at the hearing without leave of the Hearing Panel.

19. Parties to file witness statements. (1) A party shall, not less than fourteen days prior to the commencement of a hearing, file with the Hearing Panel and serve on every party signed witness statements which the party intends to rely on at the hearing. (2) A witness statement shall contain — (a) the name of the witness; (b) the evidence of the witness; and (c) reference to the documents, if any, to which the witness will refer. (3) A party who fails to file and serve a witness statement shall not call such person as a witness without the leave of the Hearing Panel. (4) A witness shall not testify to matters that were not disclosed in a witness statement without leave of the Hearing Panel.

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20. Notice of expert witness. (1) A party who intends to call an expert witness shall, not less than twenty-one days prior to the commencement of the hearing, file with the Hearing Panel and serve the parties with the signed report of the expert containing— (a) the name and qualifications of the expert; and (b) a list of the documents to which the expert will refer, if any. (2) The signed report of the expert witness referred to in paragraph (1) shall serve as a witness statement. (3) A party who fails to comply with paragraph (1) shall not call the expert without the leave of the Hearing Panel.

21. Hearing Panel may order disclosure. The Hearing Panel may, at any stage, order — (a) any party to provide such particulars as the Hearing Panel deems necessary for a hearing; and (b) any other disclosure within such time and on such conditions as may be specified.

PART VII – HEARINGS

22. Nature of hearings. (1) The Hearing Panel may conduct oral or documentary hearings. (2) Where the Hearing Panel conducts a hearing or part of a hearing by means of written documents only, such hearing shall be referred to as a documentary hearing.

23. Notice of hearing. (1) Where a hearing is to be held, the Hearing Panel shall — (a) schedule a hearing on any business day, not less than thirty days from the date of service of a notice of hearing; and (b) publish on two consecutive days in a newspaper of daily circulation in The Bahamas a notice of hearing to the parties advising — (i) of the date, time and place of the hearing; and (ii) whether the hearing will be oral or documentary.

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(2) A party may object in writing to a scheduled hearing, proposing alternate dates and times, which may be accepted or rejected by the Hearing Panel. (3) Where a hearing is rescheduled, the Hearing Panel shall serve a revised notice of hearing on all parties in accordance with these Rules.

24. Conduct of oral hearing. (1) Where the Hearing Panel conducts an oral hearing — (a) a party may make an opening statement; (b) the Commission shall present its case followed by the defendant; (c) a party may call witnesses and cross-examine a witness of other parties; (d) the Hearing Panel may question a party at any time during the hearing; (e) parties shall not be bound by the formal rules of evidence; (f) the Commission shall have the burden of proof. (2) Subject to these Rules, the Hearing Panel may determine its own rules and procedure in the conduct of a hearing.

25. Documentary hearings. (1) The Hearing Panel may hold a documentary hearing in relation to — (a) an application to determine issues of law; and (b) a Formal Complaint where the facts are agreed between the parties. (2) In determining whether to hold a documentary hearing, the Hearing Panel shall consider — (a) the subject matter and the extent to which matters are in dispute; (b) whether the nature of the evidence is suitable for a documentary hearing; (c) whether a documentary hearing would be more efficient and timely than an oral hearing; and (d) any other relevant matter.

26. Submissions in documentary hearings. A party shall, twenty-one days after being advised of a documentary hearing, submit written submissions to the Hearing Panel and provide each party with a copy.

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27. Reply to submissions. A party shall submit a written reply within seven days after receipt of the submissions to the Hearing Panel and provide a copy to each party.

28. Objection to documentary hearing. A party may, in writing, object to a documentary hearing by filing with the Hearing Panel and serving on the other party a notice of objection — (a) stating the reasons for the objection; and (b) which may be accepted or rejected by the Hearing Panel.

29. Written submissions. The Hearing Panel may, at any time, direct that written submissions be filed with the Hearing Panel and served on the parties.

30. Conversion of hearings. (1) A party may request that the Hearing Panel continue — (a) a documentary hearing as an oral hearing; and (b) an oral hearing as a documentary hearing. (2) The Hearing Panel may determine, at any time, to continue — (a) a documentary hearing as an oral hearing; and (b) an oral hearing as a documentary hearing. (3) The Hearing Panel shall, where the Panel makes a determination under this rule, notify the parties of its decision. (4) The Hearing Panel shall, where the Panel converts a hearing under paragraph (2), give such directions for the conduct of the proceedings as the Panel deems appropriate.

31. Expedited hearings. (1) Notwithstanding any other provision of these Rules, the Hearing Panel may — (a) hold an expedited hearing; and (b) waive or vary requirements in these Rules. (2) Where the Hearing Panel holds an expedited hearing it shall give such directions for the conduct of the proceedings as the Panel deems appropriate.

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32. Defendant may waive hearing. (1) A defendant may waive the right to a hearing by submitting to the Hearing Panel a waiver in Form 3 of the Schedule. (2) The Hearing Panel may accept or reject the waiver. (3) Where the Hearing Panel — (a) accepts the waiver, the Panel shall determine the matter on — (i) the written submissions of the parties, if any; and (ii) any additional materials submitted by the parties. (b) rejects a waiver, the Panel shall — (i) summon the defendant to appear and give evidence; and (ii) where the defendant fails to appear, determine the matter in the defendant's absence. (4) On application by the Hearing Panel to the court, a person summoned under rule 32(3)(b)(i) is liable to be committed for contempt, as if in breach of an order or judgement of the court, if the person neglects or refuses to — (a) attend; (b) give evidence; or (c) produce a document in the custody, possession or control of the person.

33. Failure of defendant to appear. Where a defendant fails to appear at a hearing, the Hearing Panel shall — (a) review the case, based on the evidence; (b) make a final decision; and (c) where applicable— (i) decide on the appropriate sanctions; or (ii) dismiss the allegations.

34. Final decision. (1) The Hearing Panel shall, by a majority vote, issue a final decision signed by the Panel chairman stating — (a) the findings of fact and the reasons; and (b) where applicable— (i) the securities laws contravened; (ii) the sanctions imposed; and

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(iii) any minority or dissenting opinions. (2) The Hearing Panel may assess costs against a party and hear parties on quantum. (3) Where the Hearing Panel decides that the allegations have not been proved, it shall dismiss the Formal Complaint. (4) The Hearing Panel may, at any time, correct a typographical error or other similar error made in the final decision, without prior notice to the parties. (5) The Hearing Panel shall, within ten days of the final decision being issued, serve the final decision on the defendant.

35. Final decisions are public documents. A final decision of the Hearing Panel shall be published, in accordance with section 139(10) of the Act.

36. Compliance with final decision. (1) Unless otherwise specifically stated in the final decision, a party shall comply with orders and sanctions within thirty days of the date of the final decision. (2) A final decision of the Hearing Panel includes a notice of a decision made by the Panel pursuant to paragraph (6) of rule 12.

37. Defect or irregularity not to hinder hearing. The Hearing Panel may consider any document or order under these Rules, notwithstanding a defect or other irregularity in form.

38. Defendant not to be retried on same facts. Where a final decision is rendered, a defendant shall not be made a defendant in a new Formal Complaint based on the same facts alleged.

PART VIII – SETTLEMENT PROCEDURES

39. Establishment of a Settlement Committee. The Panel chairman shall appoint a Settlement Committee comprised of three Panel members who are not members of the division hearing the Formal Complaint.

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40. Duties and powers of a Settlement Committee. (1) When considering a proposed settlement agreement, the Settlement Committee shall have regard to — (a) fairness and equity; and (b) the public interest. (2) A Settlement Committee may request any additional information or documentation it considers necessary.

41. Offer of settlement. (1) At any time prior to a final decision, a party may enter into settlement discussions or propose a settlement. (2) A settlement agreement shall be made in Form 2 of the Schedule and submitted to the Settlement Committee.

42. Approved settlement agreement. (1) The Settlement Committee may approve or reject a proposed settlement agreement. (2) No settlement agreement shall be considered final, unless approved by a Settlement Committee. (3) The terms of an approved settlement agreement shall be deemed a final decision. (4) A decision of the Settlement Committee shall be rendered by a simple majority of the Settlement Committee. (5) The Panel chairman shall date and mark the Formal Complaint “settled” on the day the settlement agreement is approved by the Settlement Committee.

43. Failure to arrive at a settlement agreement. (1) A party may, at any time during the settlement discussions, request the Hearing Panel to proceed to a hearing of the matter. (2) Where the Settlement Committee rejects a proposed settlement agreement— (a) the matter shall proceed to a hearing; (b) neither party shall be bound by the terms of the proposed settlement agreement; and (c) the terms of the proposed settlement agreement shall not be raised in the hearing.

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(3) A proposed settlement agreement that is not approved shall not be published.

PART IX- MISCELLANEOUS

44. Filing, submission, delivery and service of documents. (1) Unless otherwise required by the Hearing Panel or a Settlement Committee, a document required to be filed shall be provided by delivering three copies of the document to the address of the Commission. (2) Documents required to be submitted or delivered to the Hearing Panel or a Settlement Committee may be provided electronically, via email or facsimile transmission. (3) A document required to be served under these Rules may be served by — (a) personal delivery or delivery to counsel of record; (b) delivery to a registered office; or (c) registered mail to the person being served or his counsel of record. (4) A document shall be deemed to be filed, submitted or delivered on the day it is received by the Hearing Panel or a Settlement Committee. (5) Documents served or filed after 4:00 pm shall be deemed to have been served or filed on the next business day.

45. Appearances. (1) A person required to appear in a proceeding may — (a) appear on his own behalf; or (b) appear with or be represented by counsel or an agent. (2) A party shall notify the Hearing Panel where counsel or an agent is appointed to represent the party.

46. Breach of Rules. A party or person who contravenes these Rules is liable to a fine imposed by the Hearing Panel, pursuant to section 135(1) of the Act.

47. Hearings open to the public. (1) Unless the Hearing Panel otherwise directs, hearings shall be open to the public.

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(2) Any person attending a hearing shall be subject to the direction of the Hearing Panel.

48. Appeal from final decision. Pursuant to section 157 of the Act, a party aggrieved with a final decision of the Hearing Panel may appeal to the Supreme Court within thirty days of the final decision.

SCHEDULE

FORM 1 - FORMAL COMPLAINT (RULE 12)

THE COMMONWEALTH OF THE BAHAMAS

HEARING PANEL OF THE SECURITIES COMMISSION

Formal Complaint No. SCB/HP/OO/OOOO

IN THE MATTER of the Administration of the Securities Industry Act, 2011 (the Act) and the Securities Industry Regulations, 2012 (the Regulations)

AND IN THE MATTER of Proceedings pursuant to the Securities Industry Disciplinary Proceedings (Hearings and Settlements) Rules, 2017 (the Rules)

BETWEEN

THE SECURITIES COMMISSION OF THE BAHAMAS

AND

(PARTY NAME) Defendant

FORMAL COMPLAINT

(Pursuant to rule 12 of the Rules)

TAKE NOTICE THAT a Formal Complaint, the substance of which is contained in the allegations outlined herein, has been executed against you, the above named person. You must respond in writing to the allegations set out in the Formal Complaint contained herein within fourteen (14) days from the date of service of the Formal Complaint in accordance with rule 12 of the Rules.

AND TAKE FURTHER NOTICE THAT should you or your agent fail to attend the hearing of this matter, a judgement in default will be entered against you,

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pursuant to rule 12 of the Rules.

SUMMARY of COMPLAINT

The background of the matter goes here outlining the person/company in question and its registration information, where applicable and available. It also outlines the matter forming the basis of the complaint and whether the circumstances complained of still exist.

If the subject person/company has already taken steps to resolve same this should be stated, as well as where no remedial steps have been taken.

ALLEGATIONS

BREACH 1

The statutory provision is outlined here:

e.g. (NAME) has breached s. 66 of the Act which states —

An applicant for registration under this Part and a person registered under this Part shall provide the Commission notice, in writing, of the occurrence of any prescribed event within the time periods prescribed.

EVIDENCE

• Documentation supporting the allegation or breach. E.g. the Commission's files indicate that (NAME) did not provide notice within the required time period.

BREACH 2

(Additional breaches are outlined using format above)

EVIDENCE

• (Additional evidence outlined using format above)

EXHIBITS

The Commission relies on the following in support of the allegations above:

EXHIBIT NO.	DESCRIPTION
ED 1	Document...

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ED 2 | Document... |

Dated this day of , 20 .

Chairman Securities Commission of The Bahamas

FORM 2 - SETTLEMENT AGREEMENT (RULE 41)

THE COMMONWEALTH OF THE BAHAMAS

HEARING PANEL OF THE SECURITIES COMMISSION

Formal Complaint No. SCB/HP/OO/OOOO

IN THE MATTER of the Administration of the Securities Industry Act, 2011 (the Act) and the Securities Industry Regulations, 2012 (the Regulations)

AND IN THE MATTER of Proceedings pursuant to the Securities Industry Disciplinary Proceedings (Hearings and Settlements) Rules, 2017 (the Rules)

BETWEEN

THE SECURITIES COMMISSION OF THE BAHAMAS Plaintiff

AND

(PARTY NAME) Defendant

SETTLEMENT AGREEMENT

1. RECITALS

WHEREAS in accordance with the Rules, the Defendant has on the [ ] day of [ ] filed with the Settlement Committee a settlement agreement of the Formal Complaint-No. SCB/HP/OO/OOOO;

AND WHEREAS the Settlement Committee has approved the settlement on the terms in Paragraph 3 below....

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2. FACTS AGREED

Solely for securities regulatory purposes and as the basis for this Agreement on the final settlement of the disciplinary action against [NAME] (hereinafter called “the Defendant”), the facts in the Formal Complaint – No. SCB/HP/00/0000, are agreed as follows —

(set out agreed facts)

3. TERMS OF SETTLEMENT

It is hereby agreed ...

(Terms of agreement to be outlined here including fines/penalties, orders and restitution, if any).

4. WAIVERS, UNDERTAKINGS AND ACKNOWLEDGEMENTS

(1) The parties waive any rights to a judicial review or appeal of this matter.

(2) The parties acknowledge that the terms set out in Clause 3 shall be deemed to be and treated as a final decision of the Hearing Panel.

Signed ....................................................................

(print name)........................................................... (Defendant)

Signed ....................................................................

(print name) ........................................................... Chairman Securities Commission of The Bahamas (Plaintiff)

Signed ....................................................................

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(print name) ........................................................... Chairman, Settlement Committee Securities Commission of The Bahamas

Made this ............day of............................20....

FORM 3 - WAIVER (RULE 32)

THE COMMONWEALTH OF THE BAHAMAS

HEARING PANEL OF THE SECURITIES COMMISSION

Formal Complaint No. SCB/HP/OO/OOOO

IN THE MATTER of the Administration of the Securities Industry Act, 2011 (the Act) and the Securities Industry Regulations, 2012 (the Regulations)

AND IN THE MATTER of Proceedings pursuant to the Securities Industry Disciplinary Proceedings (Hearings and Settlements) Rules, 2017 (the Rules)

BETWEEN

THE SECURITIES COMMISSION OF THE BAHAMAS Plaintiff

AND

(PARTY NAME) Defendant

WAIVER AGREEMENT

Acknowledging that I have been advised that I am entitled to a hearing in connection with the Formal Complaint, No. SCB/HP// filed against me in the above matter on ________________________, and acknowledging that I have been given the right to consult with an attorney or agent, I hereby waive my right to a hearing.

The Defendant specifically and voluntarily waives the following: A. To have a hearing of the Formal Complaint issued against the Defendant;

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and B. To have the opportunity to defend against the allegations in a disciplinary hearing.

Made this ________________ day of ________________ 20 ____.

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Defendant

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Attorney/Agent for Defendant

The Hearing Panel finds that the defendant has been advised of the above rights and has waived the right to a hearing, therefore the Hearing Panel:

____ accepts the waiver.

____ rejects the waiver.

Made this ________________ day of ________________ 20 ____.

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Chairman Hearing Panel”

Dated this 31st day of January, 2017.

Signed TONYA BASTIAN-GALANIS The Securities Commission

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