Securities Industry Act 1975 (Qld)

901 ANNO VICESIMO QUARTO ELIZABETHAE SECUNDAE REGINAE No. 78 of 1975 An Act to consolidate and amend the law with respect to the regulation and control of trading in securities, the licensing of persons dealing in securities , the establish- ment and administration by stock exchanges of fidelity funds and for other purposes. [ASSENTED TO 16TH DECEMBER, 1975] BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- PART I-PRELIMINARY 1. Short title and C Securities Industry Act 1975. t . (1) This Act may be cited as the (2) This Act shall come into operation on a day to be fixed by Proclamation. 2. Division into Parts and Divis ions. This Act is divided into Parts and Divisions as follows:- PART I--PRELIMINARY (SS. 1-6); PART II-ADMINISTRATION (ss. 7-26); Division 1-General (ss. 7-15); Division 2-Investigations (ss. 16-26); PART ' III-STOCK EXCHANGES (ss. 27-31);

902 Securities Industry Act 1975, No. 78 PART IV-LICENCES (ss. 32-49); PART V-CONDUCT OF SECURITIES BUSINESS (ss. 50-54); PART Vi-ACCOUNTS AND AUDIT (ss. 55-72); PART VII-REGISTERS OF INTERESTS IN SECURITIES (SS. 73-80); PART VIII- DEPOSITS WITH STOCK EXCHANGES (SS. 81-85); PART IX-FIDELITY FUNDS ( ss. 86-108); PART X-TRADING IN SECURITIES (SS. lOp-116); PART XI-MISCELLANEOUS (SS. 117-132); PART XII-COMMISSIONER FOR CORPORATE AFFAIRS AND OTHER OFFICERS (s. 133); PART XIII-TRAI'ISITIONAL P ROVISIONS (ss. 134-137). 3. Repeals. (1) The Securities Industry Act 1971 is hereby repealed. (2) Without limiting the operation of the Acts Interpretation Act1954-1971 to or in relation to the repeal"effected by subsection (1), unless the contrary intention appears in this Act- (a) all persons things and circumstances appointed or created by or under any of the repealed provisions or existing or continuing under such a provision immediately before the commencement of this Act shall under and subject to this section continue to have the same status operation and effect as they respectively would have had if those provisions had not been so repealed; and (b) in particular and without affecting the generality of the foregoing paragraph, such repeal shall not disturb the continuity of status operation or effect of any Order in Council order rule regulation scale of fees deed agreement direction instrument document register registration right priority liability duty obligation proceeding matter or thing made done effected given issued entered into accrued incurred existing pending or acquired by or under any of those provisions before the commencement of this Act. .4.Interpretati . (1) In this Act unless the contrary intention appears- "arbitrage transaction" means a purchase or sale of securities effected in the ordinary course of trading on a stock market together with an offsetting sale or purchase of those securities effected at the same time, or at as nearly the same time as practicable, in the ordinary course of trading on another stock market for the purpose of obtaining a profit from the difference between the prices of those securities in the two stock markets; "banker 's books" means- (a) books of a banker; (b) cheques, orders for the payment of money, bills of exchange and promissory notes in the possession or under the control of a banker; and (c) securities or documents of title to securities in the possession or under the control of a banker whether by way of pledge or otherwise;

Securities Industry Act 1975, No. 78 903 "books" includes any account, deed, writing or document and any other record of information however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise ; "business rules" in relation to a body corporate that maintains or provides, or proposes to maintain or provide, a stock market, means rules, regulations or by-laws- (a) governing the activities or conduct of the body corporate or of its members; or (b) governing the activities or conduct of other persons in relation to that stock market, being rules, regulations or by-laws made by the body corporate or contained in the memorandum of association or the articles of association of the body corporate; "Commissioner" means the Commissioner for Corporate Affairs under this Act and includes any Deputy or Assistant Commissioner for Corporate Affairs; "committee" in relation to a stock exchange, being a body corporate, means the committee of management, board of directors or other governing authority of the stock exchange; "corresponding law" means a law of another State or of a Territory of the Commonwealth, being a law in respect of which a declaration referred to in subsection (10) is in force; "Court" means the Supreme Court or a judge of the Supreme Court ; "dealer" means- (a) a person who carries on a business of dealing in securities; or (b) two or more persons who together carry on a business of dealing in securities, whether or not that business is part of, or is carried on in conjunction with, any other business; "dealers licence" means a dealers licence granted under Part IV; "dealer's representative" means a person who is employed by, or acts for or by arrangement with a dealer, other than an exempt dealer, in connexion with a business of dealing in securities carried on by the dealer; "dealer's representatives licence" means a dealer's representatives licence granted under Part IV; "dealing" in relation to securities, means (whether as principal or agent) acquiring, disposing of, subscribing for or underwriting securities or making or offering to make or inducing or attempting to induce a person to make or to offer to make an agreement- (a) for or with respect to acquiring, disposing of, subscribing for or underwriting securities; or (b) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to securities, and cognate expressions have corresponding meanings; "declared law" means a law of a participating State, being a law in respect of which a declaration referred to in paragraph (b) of subsection (9) is in force;

904 Securities Industry Act 1975, No. 78 "director" includes a person occupying the position of a director of a body corporate by whatever name called and includes a person in accordance with whose directions or instructions the directors of a body corporate are accustomed to act ; "exempt dealer" means- (a) a corporation that is declared, pursuant to paragraph (b) of subsection (7) of section 38 of the Companies Act 1961-1975, to be an authorized dealer in the short term money market; (b) a body corporate that is incorporated within the Common- wealth and is a public authority or an instrumentality or agency of the Crown in right of any State or the Common- wealth; (c) a person who carries on a business of dealing in securities by reason that he is an official receiver or trustee within the meaning of the Bankruptcy Act1966 of the Commonwealth; (d) a person who carries on a business of dealing in securities by reason that he is a receiver or a receiver and manager or other person appointed by a court to carry on that business; (e) subject to subsection (2), a person who is a personal representative of a deceased dealer and carries on a business of dealing in securities by reason of his appointment as such a personal representative; (f) a person who, as Public Curator, carries on a business of dealing in securities by reason of his powers under the Public Curator Act 1915-1974; and (g) a body corporate that carries on, or holds itself out as carrying on, a business of dealing in debentures of that body corporate but does not carry on a business of dealing in any other securities; "investment adviser" means a person who carries on a business of advising other persons, or in the course of a business .carried on by him, issues or publishes analyses or reports, concerning securities , but does not include- (a) a bank within the meaning of section 5 of the Banking Act1959 of the Commonwealth or a bank constituted under a law of a State; (b) a body corporate authorized by a law of a State or Territory of the Commonwealth to take in its own name a grant of probate of the will of a deceased person or of letters of administration of the estate of a deceased person; (c) a body corporate registered under the law of the Common- wealth relating to life insurance; (d) a solicitor or accountant in public practice as such whose carrying on of that business is solely incidental to the practice of his profession; or (e) a person who is the proprietor or publisher of a newspaper or periodical that is generally available to the public otherwise than only on subscription who, only in such a newspaper or periodical of which he is the proprietor or publisher, advises other persons concerning securities or issues or publishes analyses or reports concerning securities, not being the proprietor or publisher of a newspaper or periodical

Securities Industry Act 1975, No. 78 905 whose principal or only object is to advise other persons concerning securities or to issue or publish analyses or reports concerning securities; "investment advisers licence" means an investment advisers licence granted under Part IV; "investment representative" means a person who is employed by, or acts for or by arrangement with, an investment adviser, other than an investment adviser who is the holder of a dealers licence or is an exempt dealer, in connexion with a business carried on by the investment adviser of advising other persons, or in the course of which analyses or reports are issued or published, concerning securities; "investment representatives licence " means an investment representatives licence granted under Part IV; "licence" means- (a) a dealers licence; (b) a dealer's representatives licence; (c) an investment advisers licence; or (d) an investment representatives licence; "listing rules", in relation to a stock exchange , means rules governing or relating to- (a) the admission to, or removal from, the list of the stock exchange of bodies corporate, governments, unincorporate bodies or other persons for the purposes of the quotation by the stock exchange of securities of bodies corporate, governments, unincorporate bodies or other persons and for other purposes; or (b) the activities or conduct of bodies corporate, governments, unincorporate bodies and other persons who are admitted to that list, whether those rules- (c) are made by the stock exchange or are contained in the memorandum of association or the articles of association of the stock exchange; or (d) are made by another person and adopted by the stock exchange; "marketable parcel" in relation to the disposal or acquisition of securities by a member of a stock exchange means a marketable parcel of those securities within the meaning of the business rules or listing rules of that stock exchange; "member" in relation to a stock exchange means a person who is- (a) a member of the stock exchange who carries on a business of dealing in securities on his own account and not in partnership; or (b) a partner in a partnership that carries on a business of dealing in securities and is recognized by the stock exchange as a member firm; "member firm", in relation to a stock exchange, means a partnership that carries on a business of dealing in securities and is recognized by the stock exchange as a member firm; "odd lot" in relation to securities, means a number of securities other than a marketable parcel or a multiple of a marketable parcel of securities; 30

906 Securities Industry Act 1975, No. 78 "officer", in relation to a body corporate, includes- (a) a director, secretary, or employee of the body corporate; (b) a receiver and manager of the undertaking or any part of the undertaking of the body corporate appointed under a power contained in an instrument; (c) an official manager or a deputy official manager of the body corporate; and (d) a liquidator of the body corporate appointed in a voluntary winding up of the body corporate; "participating State" means a State or Territory of the Common- wealth in respect of which a declaration referred to in paragraph (a) of subsection (9) is in force; "quarter day" means the 31st March, 30th June, 30th September or 31st December; "recognized dealer" means, subject to subsection (3), a person who is the holder of a dealers licence under a declared law of a participating State or under a corresponding previous law of that State; "recognized dealer's representative" means, subject to subsection (4), a person who is the holder of a dealer's representatives licence under a declared law of a participating State or under a corresponding previous law of that State; "recognized investment adviser" means, subject to subsection (3), a person who is the holder of an investment advisers licence under a declared law of a participating State or under a corresponding previous law of that State; "recognized investment representative" means, subject to subsection (4), a person who is the holder of an investment representatives licence under a declared law of a participating State or under a corresponding previous law of that State; "recognized licensee " means, subject to subsections (3) and (4), a person ' who is a recognized dealer, recognized dealer's representative, recognized investment adviser or recognized -investment representative; "representatives licence " means a dealer 's representatives licence or an investment representatives licence; "securities" means- (a) debentures, stocks or bonds granted, issed or proposed to be issued by a government; (b) debentures, stocks, shares, bonds or notes issued or proposed to be issued by a body corporate or unincorporate; (c) any right or option in respect of any such debentures, stocks, shares , bonds or notes; or (d) an interest as defined in section 76 of the Companies Act 1961-1975; "share " has the same meaning as in the Companies Act 1961-1975; "sole trader " means a member of a stock exchange who carries on a business of dealing in securities on his own account and not in partnership; "stock exchange" means- (a) The Brisbane Stock Exchange Limited; or (b) any other body corporate that is approved by the Minister under section 28;

Securities Industry Act 1915, No. 78 907 "stock market" means a market, exchange or other place (whether or not in the State) at which, or a facility by means of which, securities are regularly offered for sale, purchase or exchange; "trust account" means a trust account opened and maintained under section 59 or a corresponding previous enactment; "underwrite" includes sub-underwrite, and cognate expressions have corresponding meanings. . (2) A person who is a personal representative of a deceased dealer and carries on a business of dealing in securities by reason of his appointment as such a personal representative is an exempt dealer until the expiration of the period of six months after the date of the death'of the dealer or until he is discharged or removed as such a personal representative or until the final distribution of the estate of the dealer, whichever first occurs. (3) For the purposes of this Act, a person, being the holder of a dealers licence or an investment advisers licence under a law of a participating State, is not a recognized licensee unless- (a) in the case of a natural person, not being a partner in a firm, he is ordinarily resident in that State; (b) in the case of a natural person who is a partner in a firm, the principal place of business of the firm is in that State; or (c) in the case of a body corporate, the body corporate was incorporated in that State. (4) For the purposes of this Act, a person, being the holder of a representatives licence under a law of a participating State, is not a recognized licensee unless the dealer or investment adviser by whom he is employed or for or by arrangement with whom he acts holds a licence as a dealer or investment adviser under a law of that State. (5) In determining for the purposes of this Act whether a person carries on a business, or holds himself out as carrying on a business, of dealing in securities, regard shall not be had to an act done on behalf of the person by the holder of a dealers licence or by an exempt dealer or by a recognized dealer. (6) The provisions of subsection (2) of section 12 of the Companies Act 1961-1975 do not apply to or in respect of documents filed or lodged with the Commissioner under this Act. (7) In this Act, a reference to a Commonwealth Act shall be construed as including a reference to that Act as amended from time to time and to an Act passed in substitution for that Act. (8) A reference to a body corporate in relation to securities includes a reference to a government, unincorporate body or other person that issues or makes available those securities. (9) The Governor in Council may by Order in Council declare- (a) a State or Territory of the Commonwealth to be a participating State for the purposes of this Act if- (i) the Interstate Corporate Affairs Agreement within the meaning of the Companies Act 1961-1975 has been signed on behalf of that State or Territory; and

908 Securities Industry Act 1975, No. 78 (ii) there are in force in that State or Territory laws relating to the securities industry that, in the opinion of the Governor in Council, enable that State or Territory to have uniformity in administration and to enter into reciprocal arrangements as a. participating State in accordance with the provisions of subclause (1) of clause 2 of that agreement; and (b) any law of that State or Territory to be a declared law for the purposes of this Act, and may by Order in Council vary of revoke a declaration made under paragraph (b). (10) The Governor in Council may by Order in Council declare a law of another State or of a Territory of the Commonwealth to be a corresponding law for the purposes of this Act and may by Order in Council vary or revoke such a declaration. 5. Interests in securities . (1) Subject to this section, a person has an interest in securities if he has any legal or equitable interest in those securities. (2) Where a person- (a) has entered into a contract to purchase securities; (b) has a right, otherwise than by reason of having an interest under a trust, to have securities transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; (c) has a right to acquire securities, or an interest in securities, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or (d) is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a body corporate or of a class of its members) to exercise or control the exercise of'a right attached to securities, not being securities of which he is the registered holder, that person shall be deemed to have an interest in those securities. (3) Where- (a) a take-over offer within the meaning of PartVIs of the Companies Act 1961-1975 or an enactment of another State or of a Territory of the Commonwealth that corresponds to that Part has been accepted in respect of a share, whether or not the take-over offer is subject to a condition; or (b) an offer in respect of a share has been made in pursuance of an invitation within the meaning of -that Part or such an enactment whether or not the offer is subject to a condition, the person who made the take-over offer or issued the invitation, as the case may be , shall be deemed to have an interest in that share. (4) Where the property subject to a trust consists of or includes securities and a person knows or ought reasonably to know (a) that he has an interest under the trust; and (b) that the property subject to the trust consists of or includes those securities, he shall be deemed to have an interest in those securities.

Securities Industry Act 1975, No. 78 909 (5) Where a body corporate has an interest in securities and-- (a) the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person in relation to those securities; or (b) a person is, persons associated with a person are, or a person and persons associated with him are, in a position to cast, or control the casting of, not less than three-twentieths of the maximum number of votes that might be cast at, a general meeting of the body corporate, that person shall be deemed to have an interest in those securities. (6) A person shall not be deemed not to have an interest in securities by reason only that he has the interest in the securities jointly with another person. (7) It is immaterial for the purposes of determining whether a person has an interest in securities, that the interest cannot be related to particular debentures, stocks, shares, bonds or notes or interests as defined in section 76 of the Companies Act 1961-1975. (8) There shall be disregarded- (a) an interest in securities if the interest is that of a person who holds the. securities as bare trustee; (b) an interest in securities of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connexion with the lending of money; (c) an interest of a person in securities, being an interest held by him by reason of his holding a prescribed office; and (d) a prescribed interest in securities, being an interest of such person, or of the persons included in such class of persons, as is prescribed. (9) An interest in securities shall not be disregarded by reason only of- (a) its remoteness; or ( b) the manner in which it arose. 6. Associated persons . (1) For the purposes of this Act, the following persons are associated with a person: (a) a person who carries on a business of dealing in securities in partnership with the person; (b) subject to subsection (2), a person who is a partner of the person otherwise than by reason that he carries on a business of dealing in securities in partnership with the person; (c) a trustee of a trust in relation to which the person benefits or is capable of benefitting otherwise than by reason of transactions entered into in the ordinary course of business in connexion with the lending of money; (d) a person who is a director of a body corporate that carries on a business of dealing in securities of which the person is also a director;

910 Securities Industry Act 1975. No. 78 (e) subject to subsection (2), a person who is a director of a body corporate of which the person is a director, not being a body corporate that carries on a business of dealing in securities; (f) a corporation that by virtue of subsection (5) of section 6 of the Companies Act 1961-1975 is deemed to be related to the person; (g) a person in accordance with whose directions, instructions or wishes the person is accustomed, or is under an obligation, whether formal or informal, to act, in relation. to the securities: (h) a person who is accustomed, or is under an obligation, whether formal or informal, to act, in accordance with the directions, instructions, or wishes of the person in relation to the securities ; (i) a body corporate that is, or the directors of which are. accustomed, or are under an obligation, whether formal or informal, to act, in accordance with the directions, instructions, or wishes of the person in relation to the securities; or (j) a body corporate in accordance with the directions, instructions, or wishes of which or of the directors of which the person is accustomed, or is under an obligation, whether formal or informal, to act, in relation to the securities. (2) Where, in proceedings under this Act, it is alleged that a person referred to in paragraph (b) or (e) of subsection (1) was associated with another person at a particular time, that person shall be deemed not to have been so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first- mentioned person at that time knew or ought reasonably to have known the material particulars of that matter. (3) For the purposes of this Act, where two or more persons constitute a dealer, a person is associated with the dealer if he is associated with any of those persons. PART II -ADMINISTRATION Division 1-General 7. Performance of Commissioner's functions , etc., by authorized person. (1) Except as otherwise expressly provided by this Act or any other Act, a power, authority, duty or function conferred or imposed by this Act or that other Act on the Commissioner may be exercised or performed by a person authorized by the Commissioner to exercise or perform that power, authority, duty or function. (2) Without limiting the generality of subsection (1), a reference to the Commissioner in subsection (3) or in section 8, 9, 30, 70, 78, 79, 118. 124 or 132 includes a reference to any person who is or has been authorized by the Commissioner to perform a relevant power, authority, duty or . function conferred or imposed by this Act on the Commissioner. (3) In the exercise or performance of his powers, authorities, duties and functions under this Act in relation to any of the matters referred to in subclause (1) of clause 2 of the Interstate Corporate Affairs Agreement within the meaning of the Companies Act 1961-1975, the Commissioner shall have regard to any determinations made by the Interstate Corporate Affairs Commission constituted under that Agreement.

Securities Industry Act 1975, No. 78 911 8. Inspection of books, etc ., of licensees and others . (1) For the purpose of ascertaining whether a person who is, or at any time has been, a dealer, an investment adviser, a dealer's representative or an investment representative is complying or has complied with the provisions of this Act that are or were applicable to him in that capacity, and, where such a person is or was the holder of a licence, the conditions or restrictions (if any) subject to which the licence was granted, the Commissioner may inspect and make copies of or take extracts from any- (a) books, required by this Act or, in the case of a person who is or was the holder of a licence, by the conditions and restrictions to which the licence is or has been subject, to be kept by that person ; and (b) banker's books, and the books of a dealer insofar as they relate to the business carried on by the first-mentioned person in his capacity as a dealer, an investment adviser, a dealer's representative or an investment representative. (2) A person shall not make an inspection under this section unless he has made a declaration in the prescribed form to the effect that he will not make, except,for the purposes of this Act or in the course of criminal proceedings or proceedings under this Act or the Companies Act 1961-1975 a record of, or divulge or communicate to another person, any information that he acquires by reason of the making of the inspection. (3) Where, under a provision of a declared law of a participating State corresponding to this section, a person is authorized to inspect any books or banker's books required by or under that declared law to be kept by a person, the first-mentioned person- (a) shall have the same powers in Queensland in relation to any such books or banker's books in Queensland as he would have had if he had been authorized under subsection (1), the reference in that subsection to this Act were a reference to that declared law, the reference in that subsection to a licence were a reference to a licence within the meaning of that declared law and the books or banker's books were books or banker's books referred to in that subsection; and (b) shall not exercise those powers in Queensland unless he has made a declaration under a provision of a declared law of the participating State corresponding to subsection (2). (4) The powers that a person has under the declared law of a participating State that, by reason of subsection (3), may be exercised in Queensland, may be exercised by the Commissioner or a person authorized by him where, in any particular case, the corresponding interstate officer of the participating State has authorized the Commissioner or person so to do. (5) A person who- (a) makes an inspection under this section before he has made a declaration referred to in subsection (2) or (3); or (b) except for the purposes of this Act or in the course of criminal proceedings or proceedings under this Act or the Companies Act 1961-1975, after making such a declaration makes a record of or divulges or communicates to another person any information that he has acquired by reason of the making of the inspection, is guilty of an offence and liable to a penalty not exceeding $200. (6) It is not an offence under subsection (5) to divulge or communicate information to the holder of a prescribed office.

912 Securities Industry Act 1975.No. 78 (7) In this section, "prescribed office" means an office held under the law of a State or Territory of the Commonwealth that is declared by the regulations to be a prescribed office for the purposes of this section.- 9. Disclosure to Commissioner . The Commissioner may require- (a) a dealer; (b) a recognized dealer; (c) an authorized trustee corporation within the meaning of the Marketable Securities Act1970-1971; or (d) a person whom the Commissioner has reasonable cause to believe has acquired or disposed of securities as trustee for, or for or on behalf of, another person, to disclose to him, in relation to any acquisition or disposal of securities, the name of the person from or to or through whom or on whose behalf the securities were acquired or disposed of and the nature of the instructions given to the person referred to in paragraph (a), (b), (c) or (d), in respect of the acquisition or disposal. 10. Production and inspection of books where offence suspected . (1) If, on an application made by the Commissioner to the Court, there is shown to be reasonable cause to believe. that a person has committed an offence in connexion with dealing in securities and that evidence of the commission of an offence is to be found in any banker's books or in any books of, or under the control of, a dealer, investment adviser, dealer's representative or investment representative, whether or not those books or any of them relate to the business of a dealer, investment adviser, dealer's representative or investment representative, an order may be made- (a) authorizing the Commissioner, or a person nominated by the Commissioner and named in the order, to inspect those books or any of them and make copies thereof or take extracts therefrom for the purpose of investigating and obtaining evidence of the. offence; or (b) requiring a person who is specified in the order to produce to the Commissioner or a person so nominated and named in the order, at a place specified in the order, those books or such of them as are so specified in order to enable the Commissioner or that person to inspect them and make copies of them or take extracts from them for the purpose of investigating and obtaining evidence of the offence. (2) An order under this section may not require books to be produced at a place other than the place of business of the person named in the order unless the Court is satisfied that the books are not required in the conduct of the business or that there are special reasons requiring the books to be produced at some other place. (3) An appeal does not lie against an order or decision of the Court on or in relation to an application under this section. 11. Investigation of certain matters . Where the Commissioner has reason to suspect that a person has committed an offence under a provision of this Act or has been guilty of fraud or of an offence against any other law with respect to uealing in securities, the Commissioner may make such investigation as he thinks expedient for the due administration of this Act.

Securities Industry Act 1975, No. 78 913 12. Power of court to make certain orders. (1) Where- (a) on the application of the Commissioner, it appears to the Court that a person has committed an offence under this Act or any other Act or law relating to trading or dealing in securities or has contravened the conditions or restrictions of a licence or the business rules of a stock exchange or is about to do an act with respect to trading or dealing in securities that, if done, would be such an offence or contravention; or (b) on the application of a stock exchange, it appears to the Court that a person has contravened the business rules of the stock exchange, the Court may, without prejudice to any orders it would be entitled to make otherwise than pursuant to this section, make one or more of the following orders, namely:- (c) in the case of persistent or continuing breaches of this. Act or any other Act or law relating to trading or dealing in securities or the conditions or restrictions of a licence-an order restraining a person from carrying on a business of dealing in securities, acting as an investment adviser, or as a dealer's representative or investment representative, or from holding himself out as so carrying on business or so acting; (d) an order restraining a person from acquiring, disposing of, or otherwise dealing with any securities that are specified in the order; (e) an order appointing a receiver of the property of a dealer or of property that is held by a dealer for or on behalf of another person, whether on trust or otherwise; (f) an order declaring a contract relating to securities to be void or voidable; (g) for the purpose of securing compliance with any other order under this section, an order directing a person to do or refrain from doing a specified act; and (h) any ancillary order deemed to be desirable in consequence of the making of an order under any of the preceding provisions of this subsection. (2) The Court shall, before making an order under subsection (1), satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice a person. (3) The Court may, before making an order under subsection (1), direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both. (4) A person appointed by order of the Court under subsection (1) as a receiver of the property of a dealer- (a) may require the dealer to deliver to the receiver any property of which he has been appointed receiver or to give to the receiver all information concerning that property as may reasonably be required; (b) may acquire and take possession of any property of which he has been appointed receiver;

914 Securities Industry Act 1975. No. '8 (c) may deal with any property that he has acquired or of which he has taken possession in any manner in which the dealer might lawfully have dealt with the property; and (d) has such other powers in respect of the property as the Court specifies in the order. (5) In paragraph (e) of subsection (1) and in subsection (4), "property" in relation to a dealer includes money, securities and documents of title to securities or other property entrusted to or received on behalf of any other person by the dealer or another person in the course of or in connexion with a business of dealing in securities carried on by the dealer. (6) A person shall not contravene or fail to comply with- (a) an order under subsection (1) that is applicable to him; or (b) a requirement of a receiver appointed by order of the Court under subsection (1). Penalty: $2,000 or imprisonment for one year or both. (7) Subsection (6) does not affect the powers of the Court in relation to the punishment of contempts of the Court. (8) The Court may rescind, vary or discharge an order made by it under this- section or suspend the operation of such an order. 13. Secrecy. (1) Subject to this section, a person appointed or employed fot the purposes of this Act, or authorized to discharge any function of the Commissioner or any function on behalf of the Commissioner shall not, except to the extent necessary to perform his official duties, or discharge such a function, either directly or indirectly, whether before or after he ceases to be so appointed, employed or authorized, make a record of, or divulge or communicate to any person, any information that is gained by or conveyed to him by reason of his being so appointed, employed or authorized, or make use of any such information, for any purpose other than the discharge of his official duties or the discharge of that function. Penalty : $2,000 or imprisonment for one year, or both. (2).Nothing in subsection (I) precludes a person from producing a document to a court in the course of criminal proceedings or proceedings under this Act or the Companies Act 1961-1975 or from divulging or communicating to a court in the course of such proceedings any matter or thing coming under his notice in the performance of his official duties or in discharging a function referred to in that subsection. (3) Where the regulations prescribe for the purposes of this section an office held under the law of the State or of the Commonwealth or of another State or a Territory of the Commonwealth, it is not a contravention of subsection (1) to divulge or communicate to the holder of that office . information connected with the duties of the office. 14. Restrictions on dealings by officers . (1) Subject to subsection (2), a person who is or has been the Commissioner or is or has been a person appointed or employed for the purposes of this Act or is or has been authorized to discharge any function of the Commissioner or any function on behalf of the Commissioner and has, by reason that he is or was the Commissioner or is or was so appointed, employed or authorized,

Securities Industry Act 1975, No. 78 915 information that is not generally available but, if it were, would be likely materially to affect the price of any securities shall not deal in, or cause or procure any other person to deal in, those securities. Penalty: $10,000 or imprisonment for five years. (2) Where a person to whom subsection (1) applies is in possession of information as mentioned in subsection (1) and deals in any securities in contravention of that subsection, he is liable to compensate any other party to the transaction for any loss sustained by that party by reason of any difference between the price at which the securities were dealt in in that transaction and the price at which they would be likely to have been dealt in in such a transaction at the time the first-mentioned transaction took place if the information had been generally available. (3) The provisions of subsections (3), (4), (5), (6) and (7) of section 114 apply to and with respect to a liability to pay compensation under subsection (2) as if a reference in those provisions to subsection (1) or (2) of section 114 were a reference to subsection (2) of this section. 15. Employees , etc., to report certain facts to Commissioner. (1) A person appointed or employed for the purposes of this Act or authorized to discharge any function of the Commissioner or any function on behalf of the Commissioner, who, in the course of his official duties or the discharge of the function, is required to consider any matter relating to- (a) securities in which he has an interest; (b) securities of the same class as securities in which he has an interest; or (c) a person or body- (i) with whom, or with which, he has been employed or associated; or (ii) of whom, or of which, he is or has been a client; or (iii) who was, or which was, a client of a person or body with whom, or with which, he was employed or associated, shall forthwith so inform the Commissioner in writing. (2) A person who contravenes subsection (1) is guilty of an offence and is liable to a penalty not exceeding $2.000 or to imprisonment for a period not exceeding one year or both. Division 2-Investigations 16. Interpretation . In this Division, unless the contrary intention appears- "inspector" means an inspector appointed under this Division ; "prescribed person" means a person suspected or believed by an inspector, on reasonable grounds, to be capable of giving information concerning any matter being or to be investigated by the inspector pursuant to this Division. 17. Appointment of inspectors . (1) The Minister, where it appears to him to be in the public interest to do so, by instrument in writing- (a) may appoint a person as an inspector to investigate any matters concerning dealing in securities and to report on the investigation in such manner as the Minister directs; and (b) may revoke any such appointment.

916 Securities Industry Act 1975, No. 78 (2) The Minister shall, in an instrument appointing an inspector, specify- (a) full particulars of the terms and conditions to which the appointment is subject; and (b) the matters into which an investigations is to be made. (3) Where- (a) under a law of another State or of a Territory of the Common- wealth corresponding to this Division, a person has been appointed to investigate matters concerning dealing in securities; and (b) the Minister is satisfied that in connexion with that investigation it is expedient that an investigation be made into those matters in the State, the Minister may, by instrument in writing appoint that person an inspector to investigate those matters in the State or, if the Minister is of the opinion that an investigation ought not to be made into all those matters, into such of those matters as he is satisfied ought to be investigated and specifies in. the instrument. (4) Where, under subsection (3), the Minister may appoint a person to investigate matters concerning dealing in securities in the State, he may by instrument in writing declare that that person shall have such of the powers of an inspector appointed under subsection (1) in relation to the investigation subject to such terms and conditions as the Minister specifies in the instrument as if that person had been appointed an inspector under subsection (1) and upon that declaration that person shall have those powers. (5) Where two or more inspectors have been appointed, whether by the same instrument or by different instruments , to investigate matters concerning dealing in securities , each of those inspectors may exercise his powers or perform his functions under this Division independently of the other inspector or inspectors. (6) The Minister may, at any time by notice in writing given to an inspector , vary particulars or matters specified in the instrument of appointment , being particulars or matters referred to in subsection (2). 18. Powers of inspectors . (1) An inspector may, by notice in the prescribed form given in the prescribed manner , require a prescribed person- (a) to produce to the inspector such books relating to a matter to which his investigation relates as are in the custody or under the control of that person; (b) to give to the inspector all reasonable assistance in connexion with the investigation; and (c) to appear before the inspector for examination on oath, and may administer an oath to that person. (2) Where books are produced to an inspector under this section the inspector may take possession of the books for such period as he considers necessary for the purposes of his investigation, and during that period he shall permit a person who'would be entitled to inspect any of those books if they were not in the possession of the inspector to inspect at all reasonable times such of those books as that person would be so entitled to inspect.

Securities Industry Act 1975, No. 78 917 (3) A prescribed person shall not- (a) refuse or fail to. comply with a requirement of an inspector under subsection (1) to the extent to which that person is able to comply with it; (b) in purported compliance with such a requirement knowingly furnish information that is false or misleading in a material particular; or (c) when appearing before an inspector for examination in pursuance of such a requirement- (i) make a statement that is false or misleading in a material particular; or (ii) refuse or fail to take an oath. Penalty : $1,000. (4) A duly qualified legal practitioner acting for a prescribed person- (a) may attend an examination of that person; and (b) may, to the extent that the inspector permits- (i) address the inspector; and (ii) examine that person, in relation to matters in respect of which the inspector has questioned him. (5) A prescribed person is not excused from answering a question put to him by an inspector on the ground that the answer might tend to incriminate him but, where that person claims, before answering the question, that the answer might incriminate him, neither the -question nor the answer is admissible in evidence against him in criminal proceedings other than proceedings under subsection (3) or in relation to a charge of perjury in respect of the answer. (6) A person who complies with a requirement of an inspector under subsection (1) does not incur a liability to any person by reason only of that compliance. (7) A person who is required to attend for examination under this section is entitled to such allowances and expenses as are prescribed. (8) Where an inspector is satisfied that a prescribed person has failed without lawful excuse to comply with a requirement of the inspector to the extent to which the person is able to comply'with it, the inspector may certify the failure by writing under his hand to the Court. (9) Where an inspector gives a certificate under subsection (8), the Court may inquire into the case and, if it is satisfied that the prescribed person to whom the certificate relates has failed without lawful excuse to comply with a requirement of the inspector to the extent to which he is able to comply with it- (a) may order. the prescribed person to comply with that requirement within such period as is fixed by the Court; or (b) may punish the prescribed person in the same manner as if he had been guilty of contempt of the Court and if it sees fit, also make an order under paragraph (a). 19. Notes of examination . (1) An inspector may cause notes of an examination made by him under this Division to be recorded in writing and to be read to or by the person examined, and may' require that person to sign the notes and, subject to this section, notes signed by that person may be used in evidence in legal proceedings against him.

918 Securities Industry Act 1975. No. 78 (2) A copy of the notes signed by a prescribed person shall be furnished by the inspector, without charge. to that person on request made by that person in writing. (3) Notes made pursuant to this section that relate to a question the answer to which a prescribed person has claimed might tend to incriminate him may not be used as evidence in criminal proceedings other than proceedings under subsection (3) of section 18 or in relation to n charge of perjury in respect of the answer. (4) Nothing in this section affects or limits the admissibility of other written evidence or of oral evidence. (5) The Minister may give a copy of notes made pursuant to this section to a duly qualified legal practitioner who satisfies the Minister that he is acting for a person who is conducting, or is, in good faith, contemplating. legal proceedings in respect of any matters into which an investigation is made by an inspector under this Division. (6) A duly qualified legal practitioner to whom a copy of notes is given under subsection (5) shall not use the notes otherwise than in connexion with the institution or preparation of, and in the course of. legal proceedings, and shall not publish or communicate for any other purpose the notes or any past of the contents of them to any other person. Penalty: $200. (7) Where a report is made under this Division, notes that are recorded pursuant to this section in relation to that report shall be furnished with the report. 20. Delegation of powers , etc., by inspector . (1) An inspector may, by instrument in writing- (a) delegate all or any of his powers or functions under this Division (except this power of delegation, the power to administer oaths, and the power to examine on oath); and (b) vary or revoke a delegation given by him. (2) A power or function delegated by an inspector may be exercised or performed by the delegate in accordance with the instrument of delegation as in force from time to time. (3) A delegate shall, at the request of a prescribed, person, produce the instrument of delegation for inspection. (4) A delegation under this section by an inspector of a power or function does not prevent the exercise of the power or the performance of the function by the inspector. 21. Report of inspector . (1) Subject to subsection (2), the Minister shall, unless in his opinion there is good reason for not divulging the contents of the report, give a copy of a report made to him under this Division to each person to whom, in the opinion of the Minister, the report ought to be given by reason that it relates to the affairs of that person to a material extent. (2) Subject to subsection (3), the Minister shall not give a copy of a report under this Division to a person if the Minister believes that legal proceedings that have been, or that, in his opinion might be instituted, might be unduly prejudiced by giving the report to that person.

Securities Industry Act 1975, No. 78 919 (3) The Court before which legal proceedings are brought against a person for or in respect of matters dealt with in a report under this Division may order that a copy of the report be given to that person. (4) The Minister may, if he is of the opinion that it is in the public interest to do so, cause the whole or any part of a report under this Division to be printed and published. (5) If from a report under this Division or from the notes of an examination under this Division, it appears to the Minister that an offence may have been committed by a person and that a prosecution ought to be instituted, the Ministet shall cause a prosecution to be instituted and prosecuted. (6) Where it appears to the Minister that a prosecution ought to be instituted, he may, by notice in writing given before or after the institution of a prosecution in accordance with: subsection (5), require a person whom he suspects or believes on reasonable grounds to be capable of giving information concerning any matter to which the prosecution relates (not being a person who is or, in the opinion of the Minister, is likely to be a defendant in the proceedings or is or has been a solicitor acting for such a person) to give all assistance in connexion with the prosecution or proposed prosecution that he is reasonably able to give. (7) Where a person to'whom a notice has been given under subsection (6) fails to comply with a requirement. specified in the notice the Court may, on the application of the Minister, direct that person to. comply with the requirement. (8) if from a report under this Division. or from the notes of an examination under this Division, the Minister is of the opinion that proceedings ought in the public interest to be brought by a person for the recovery of damages. in respect of fraud, misfeasance or other misconduct in connexion with the matters to which the investigation relates or for the recovery of property of that person, the Minister may cause proceedings to be brought accordingly in the name of that person. 22. Minister ' s powers in respect of books . An inspector. may, when snaking a report to the Minister under this Division, give to the Minister books of which he has taken possession under section 18 and the Minister- (a) may retain the hooks for such period as he considers to be necessary to enable a decision to be made as to whether or not legal proceedings ought to be instituted as a result of the investigation; (b) may retain the books for such further period as he considers to be necessary to enable any such proceedings to be instituted and prosecuted: (c) may permit other persons to inspect the books while they are in his possession; (d) may permit the use of the hooks for the purposes of legal proceedings instituted as a result of the investigation: and (e) shall permit a person who would be entitled to inspect any one or more of the books if they were not in the possession of the Minister to inspect at all reasonable times such of the hooks as that person would be so entitled to inspect.

920 Securities Industry Act 1975, No. 78 23. Privileged communications . An inspector shall not require disclo sure by a duly qualified legal practitioner of a privileged communication made to such a practitioner in that capacity except as regards the name and address of his client. 24. Expenses of investigation . (1) Subject to this section, the expenses of and incidental to an investigation by an inspector appointed under sectio n 17 (including the expenses incurred and payable by the Minister in an y proceedings brought by him in the name of a person under subsection (8) of section 21) shall be defrayed out of moneys provided by Parliament for the purpose. (2) An application referred to in subsection (3) may be made to a court by or on behalf of the Minister- (a) in the course of proceedings in that court instituted by the Minister in the name of a person under subsection (8) of section 21; or (b) upon, or within 28 days after, a conviction or judgment by a court in proceedings certified by the Minister, for the purposes of the application, to have been instituted as a result of an investigation by an inspector appointed under this Division, and the court may make such order with respect to the application and its subject-matter as it thinks fit. (3) The application that may be made under subsection (2) is.an application for one or more of the following orders, namely:- (a) that a specified person pay the whole, or a specified part, of the expenses of and incidental to the investigation that led to the proceedings; (b) where expenses have been paid under subsection (1), that a specified person pay the expenses or reimburse the Crown to the extent of the payment; or (c) that a specified person pay, or reimburse the Crown in respect of, the remuneration of any servant of the Crown concerned with the investigation. (4) Where the Minister is of the opinion that the whole or any part of t'he expenses of or incidental to an investigation by an inspector appointed under section 17 (including the expenses incurred and payable by the Minister in any proceedings brought by him in the name of a person under subsection (8) of section 21) should be paid by a person to whose affairs the investigation relates, the Minister may by order direct that person to pay a specified amount, being the whole or part of the expenses, within the time and in the manner specified. (5) Where a person has failed to comply with an order of the Minister under subsection (4), proceedings may be taken in a court of competent jurisdiction to recover the amountin question as a debt due to the Crown. 25. Concealing , etc., of books relating to securities . (1) A person who- (a) conceals , destroys, mutilates or alters a book relating' to a matter that is the subject of investigation by an inspector under this Division; or (b) sends, attempts to send or conspires with another person to send, such a book out of the State, is guilty of an offence and liable to a penalty not exceeding $5,000 or to imprisonment for a period not exceeding two years.

Securities Industry Act 1975, No. 78 921 (2) It is a defence to a prosecution under this section to prove that the person charged did not act with intent to defeat the purposes of this Division or to delay or obstruct the carrying out of an investigation under this Division. 26. Power of Minister to make certain orders . (1) Where an investigation is being made under this Division and it appears to the Minister that facts concerning securities to which the investigation relates cannot be ascertained because a prescribed person has failed or refused to comply with a requirement of an inspector, the Minister may, by order published in the Government Gazette, make one or more of the following orders, namely:- (a) an order restraining a specified person from disposing of an interest in specified securities; (b) an order restraining a specified person from acquiring an interest in specified securities; (c) an order restraining the exercise of voting or other rights attached to specified securities; (d) an order directing a person who is registered as the holder of securities in respect of which an order under this section is in force to give notice in writing of that order to any person whom he knows to be entitled to exercise a right to vote attached to those securities; (e) an order directing a body corporate not to make payment, except in the course of winding up, of a sum due from the body corporate in respect of specified securities; (f) an order directing a body corporate not to register the transfer or transmission of specified securities; or (g) an order directing a body corporate not to issue shares to a person who holds shares in the body corporate by reason of his holding shares in the body corporate or in pursuance of an offer made to such a person by reason of his holding shares in the body corporate. (2) A copy of an order under subsection (1) and of any order by which it is revoked or varied shall be served- (a) where it relates to specified securities- (i) on the body corporate by which the securities were issued or made available; (ii) where the securities are rights or options, on the body corporate against which the right or option is, or would be, enforceable; or (iii) on the body corporate that will issue or make available the securities; and (b) where it relates to a body corporate, on the body corporate. (3) Where an order made under subsection (1) is in force, a person aggrieved by the order may apply to the Court for revocation of the order, and the Court may, if it is satisfied that it is reasonable to do so, revoke the order and any order by which it has been varied. (4) A person shall not contravene or fail to comply with an order under subsection (1). Penalty : $1,000. Default penalty : $200. (5) A prosecution under this section shall not be instituted without the consent in writing of the Minister.

922 Securities Industry Act 1975, No. 78 PART III-STOCK EXCHANGES 27. Establishment , etc., of stock markets. A person shall not establish, maintain or provide, or assist in establishing, maintaining or providing, or hold himself out as maintaining or providing, a stock market that is not the stock market of a stock exchange. Penalty : $5,000. 28. Power of Minister to approve stock exchange . (1) A body corporate that proposes to establish, maintain or provide.a stock market may apply in the prescribed form and manner to the Minister for approval as a stock exchange. (2) The Minister may, in writing, approve as a stock exchange a body corporate that makes an application under subsection (1) if he is satisfied- (a) that the business rules of the body corporate make satisfactory provision- (i) for the exclusion from membership of persons who are not of good character and high business integrity; (ii) for the expulsion, suspension or disciplining of members for conduct inconsistent with just and equitable principles in the transaction of business or for a contravention of or failure to comply with the business rules of the proposed stock exchange or the provisions of this Act; (iii) with respect to the conditions under which securities may be ,listed for trading in the stock market of the proposed stock exchange; (iv) with respect to the conditions governing dealings in securities by members; (v) with respect to the class or classes of securities that may be dealt with by members; and (vi) generally for the carrying on of the business of the proposed _ stock exchange with due regard to the interest of the public; (b) that the body corporate has made or adopted listing rules and, where the listing rules are adopted, has made provision to the effect that an amendment to the listing rules made by another person is of no effect until the body corporate adopts the amendment; (c) that the listing rules made or adopted by the body corporate make satisfactory provision- (i) with respect to conditions under which securities may be traded on the stock market of the proposed stock exchange; and (ii) generally for the protection of the interests of the -public; and (d) that the interests of the public will be served by the granting of his approval. 29. Mi n i ster to be notified of amendments to rules . (1) Where- (a) an amendment is made, by way of rescission, alteration or addition, to the business rules of a stock exchange; or (b) an amendment, by way of rescission, alteration or addition, to the listing rules is made or adopted by the stock exchange, the stock exchange shall, forthwith after the making or adoption of the amendment, give written notice of the amendment to the Minister.

Securities Industry Act 1975, No. 78 923 (2) A notice under subsection (1) shall- (a) set forth the text of the amendment; (h) specify the date on which the amendment was made or adopted; and (c) contain an explanation of the purpose and effect of the amendment. (3) If the notice required to be given by subsection (1) is not given within 21 days after the amendment is made or adopted, the amendment ceases to have effect. (4) The Minister may, within 21 days after the receipt by him of a notice under this section, give notice to the stock exchange that he disallows the whole or a specified part of the amendment to which the notice relates, and thereupon the amendment, to the extent of the disallowance, ceases to have effect. 30. Stock exchanges to provide assistance to Commissioner. (1) A stock exchange shall provide such assistance to the Commissioner as the Commissioner reasonably requires for the performance of his functions and duties. (2) Where a stock exchange reprimands, fines, suspends, expels or otherwise takes disciplinary action against a member of the stock exchange, it shall forthwith give to the Commissioner in writing particulars of the name of the member, the reason for and nature of the action taken, the amount of the fine (if any) and the period of the suspension (if any). (3) The Commissioner is entitled at all reasonable times to full and free access for any of the purposes of this Act to the trading floor of a stock market maintained or provided by a stock exchange and to all books kept by the stock exchange and may make copies of, or take extracts from, any such books. (4) A person who refuses or fails without lawful excuse to allow the Commissioner access in accordance with subsection (3) to the trading floor of a stock market maintained or provided by a stock exchange or to books kept by a stock exchange or otherwise hinders, obstructs or delays the Commissioner in the exercise of his powers under that subsection is guilty of an offence and is liable to a penalty not exceeding $1,000 or to imprisonment for a period not exceeding six months. (5) In this section. "trading floor", in relation to a stock market maintained or provided by a stock exchange, means any place or facility maintained or provided by the stock exchange for the sale, purchase or exchange of securities by members of the stock exchange, or by members and other persons. 31. Court may order observance or enforcement of business rules or listing rules of stock exchange . Where any person who is under an obligation to observe, enforce or give effect to the business rules or listing rules of a stock exchange fails to observe, enforce or give effect to any of those business rules or listing rules, as the case may be, the Court may, on the application of the Commissioner or of a person aggrieved by the failure and after giving to the person against whom the order is sought an opportunity of being heard, make an order giving directions to the last-mentioned person concerning the observance or enforcement of. or the giving effect to, those business' rules or listing rules.

924 Securities Industry Act 1975, No. 78 PART IV-LICENCES 32. Dealers licence. (1) A person shall not carry on a business of dealing in securities (whether or not that business is part of, or is carried on in conjunction with, any other business) or hold himself out as carrying on such a business unless he is the holder of a dealers licence or is a recognized dealer. Penalty: $2,000 or imprisonment for one year, or both. (2) Subsection (1) does not apply to or in relation to an exempt dealer. 33. Dealer' s representatives . A person who is employed by, or acts for or by arrangement with, a dealer (not being an exempt dealer) shall not do an act on behalf of the dealer in relation to a business of dealing in securities carried on by the dealer (other than an act in the course of work of a kind ordinarily performed by accountants, clerks or cashiers) unless the first-mentioned person- (a) is the holder of a dealers licence; (b) is a recognized dealer; or (c) is the holder of a dealer's representatives licence or of a corresponding licence under a declared law of a participating State or under a corresponding previous law of that State and the dealer is named in that licence as a dealer on whose behalf the first-mentioned person may act. Penalty: $1,000 or imprisonment for six months. 34. Investment advisers . (1) A person shall not act as, or hold himself out to be, an investment adviser, unless he is the holder of an investment advisers licence or is a recognized investment adviser. Penalty: $2,000 or imprisonment for one year, or both. (2) Subsection (1) does not apply to or in relation to the holder of a dealers licence, an exempt dealer or a recognized dealer. 35. Investment re presenta tives . A person who is employed by, or acts for or by arrangement with, an investment adviser (not being a holder of a dealers licence or an exempt dealer) in connexion with a business carried on by the investment adviser of advising other persons or in the course of which the investment adviser issues or publishes analyses or reports concerning securities, shall not do an act on behalf of the investment adviser in connexion with that business (other than an act in the course of work of a kind ordinarily performed by accountants, clerks or cashiers) unless the first-mentioned person- (a) is the holder of a dealers licence or an investment advisers licence; (b) is a recognized dealer or recognized investment adviser; or (c) is the holder of an investment representatives licence or of a corresponding licence under a declared law of a participating State or under a corresponding previous law of that State and the investment adviser is named in that licence as an investment adviser on whose behalf the first-mentioned person may act. Penalty: $1,000 or imprisonment for six months.

Securities Industry Act 1975, No. 78 925 36. Application for grant of. licence . (1) A person may apply to the Commissioner for a dealers licence or an investment advisers licence. (2) A natural person may apply to the Commissioner for a dealer's representatives licence in which the holder of a dealers licence is, or two or more such holders are, named as a dealer or as dealers on whose behalf the person may act. (3) A natural person may apply to the Commissioner for an investment representatives licence in which the holder of an investment advisers licence is, or two or more such holders are, named as an investment adviser or as investment advisers on whose behalf the person may act. (4) An application for the grant of a licence shall be made in the prescribed form and manner and shall be accompanied by the prescribed fee. (5) The Commissioner may require an applicant to supply him with such further information as he considers necessary in relation to the application. 37. Grant of dealers licence or invest adv iser s licence . Subject to section 49 and the regulations, where an application is duly made for the grant of a dealers licence or an investment advisers licence and the Commissioner, after consideration of the character and financial position of the applicant and, if the applicant is a body corporate, the character of each of the directors of the body corporate and of the secretary of the body corporate and after consideration of the interests of the public, is of the opinion that the applicant is a fit and proper person to hold the licence to which the application relates, the Commissioner shall grant the application. 38. Grant of representatives licence . (1) Subject to section 49 and the regulations, where an application is duly made for the grant of a dealer's representatives licence or an investment representatives licence and the Commissioner is of the opinion that the applicant is a fit and proper person to hold the licence to which the application relates and to act on behalf of the holder or holders of dealers licences or investment advisers licences, as the case may be, named in the application, the Commissioner shall grant the application. (2) A dealer's representatives licence shall specify the person, being the holder of a dealers licence, or two or more such persons, on whose behalf the holder of the dealer's representatives licence may act. (3) An investment representatives licence shall specify the person, being the holder of an investment advisers licence, or two or more such persons, on whose behalf the holder of the investment representatives licence may act. 39. Change of principals of representatives .. (1) The holder of a representatives licence may make application to the Commissioner in the prescribed form and manner for a variation of the name or names of holders of dealers licences or investment advisers licences, as the case may be, on whose behalf he may act. (2) Where an application is duly made under subsection (1), the Commissioner may, if he is of the opinion that the applicant is a fit and proper person to act on behalf of the holder or holders of dealers licences or investment advisers licences, as the case may be, named in the

926 Securities Industry Act 1975. No 78 application, vary the licence by including a name in or deleting a name from, or both including a name in and deleting a name from, the name or names specified in the licence as holders of dealers licences or investment advisers licences, as the case may be, on whose behalf the applicant ma., act. 40. Conditions to which licence is subject. (1) A licence is subject to- (a) such conditions and restrictions as are prescribed: and (b) subject to section 49, such conditions and restrictions as the Commissioner imposes when granting the licence or at any time during which the licence is in force. (2) Without limiting the generality of subsection (1), conditions avid restrictions referred to in paragraph (b) of that subsection- (a) may include conditions and restrictions relating to the limitation of the liability that may be incurred by the holder of a dealers licence in connexion with a business of dealing in securities: (b) may include conditions and restrictions relating to the incurring and disclosure of liabilities arising otherwise than in connexion with a business of dealing in securities; and (c) may include a condition that the hoider of a dealers licence or an investment advisers licence lodges with the Commissioner a bond approved by the Commissioner for such amount not exceeding $20,000 as is approved by the Commissioner. (3) Subject to section 49, the Commissioner may, at any time, revoke or vary conditions or restrictions imposed by him under paragraph (b) of subsection (1). (4) Where the Commissioner imposes, or varies or revokes. conditions or restrictions under this section in relation to a licence granted to a member of a stock exchange, he shall inform the stock exchange and, if the member is a partner in a member firm, the member firm. 41. Register of licence holders. (1) The Commissioner shall keep a Register of Licence Holders for the purposes of this Act. (2) The Commissioner shall enter in the Register of Licence Holders- (a) in relation to the holder of a dealers licence or an investment advisers licence- (i) the name of the holder of the licence; (ii) where the holder is a body corporate-the names of the directors and secretary of the body corporate; (iii) the date on which the licence was granted; (iv) the address of the principal place of business at which the holder of the licence carries on the business to which the licence relates and the addresses of other places (if any) at which that business is carried on; and (v) where such a business is carried on under a name or style other than the name of the holder of the licence-the name or style under which the business is carried on, (b) in relation to the holder of a representatives licence- -M the name of the holder of the licence; (ii) the date on which the licence was granted; (iii) the name of, and the address of the principal place of business of, each dealer or investment adviser named in the licence as a person on whose behalf the holder of the licence may act, and

Securities Industry Act 1975, No. 78 927 (iv) where the business of any such dealer or investment adviser is carried on under a name or style other than the name of the dealer or investment adviser-the name or style under which the business is carried on; and (c) in relation to the holder of any licence= (i) particulars of any suspension of the licence; (ii) such other matters as are prescribed. (3) Where a person ceases to be the holder of a licence, the Commissioner shall remove from the Register of Licence Holders the name of the person and any other particulars entered in the Register in relation to the person. (4) A person may, on payment of the prescribed fee, inspect and make copies of or take extracts from the Register of Licence Holders. (5) The particulars that are in the Register kept under section 26 of the Securities Industry Act1971 immediately before the commencement of this Act shall be deemed to form part of the Register of Licence Holders under this section. (6) The Commissioner may enter in the Register of Licence Holders particulars of recognized licensees of which he has been notified by, or on behalf of, a Commissioner under a declared law, being particulars of- (a) the name of the recognized licensee; (b) the date (if known) on which the recognized licensee became a recognized licensee; and (c) such other matters as are prescribed. (7) Where the Commissioner is notified by or on behalf of a Commissioner under a declared law or becomes aware that a person whose name is entered in the Register of Licence Holders as a recognized licensee has ceased to be a licensee under that declared law the Commissioner shall remove from the Register the name of the person and any other particulars entered in the Register in relation to the person. 42. Notification of change in particulars . Where- (a) the holder of a dealers licence ceases to carry on the business to which the licence relates; (b) the holder of an investment advisers licence ceases to act as, or hold himself out to be, an investment adviser: (c) the holder of a representatives licence ceases to be employed or act in connexion with the business carried on by a dealer or an investment adviser named in the licence, as the case may be, and the licence has not been varied under section 39; or (d) a change occurs in any matter particulars of which are required by paragraph (a) or (b) of subsection (2) of section 41 to be entered in the Register of Licence Holders in relation to the holder of a licence, the holder of the licence shall, not later than 21 days after the occurrence of the event concerned, give to the Commissioner in the prescribed form particulars in writing of the event concerned.

928 Securities Industry Act 1975, No. 78 43. Annual fee . The holder of a licence shall, in each year at the time in each year when or during the period within which he is required to lodge a statement referred to in section 44 with the Commissioner. pay to the Commissioner the prescribed fee. 44. Annual statement to be lodged with Commissioner . (1) The holder of a licence shall lodge with the Commissioner, in respect of each year or part of a year during which the licence is in force a statement containing such information as is prescribed. (2) The statement referred to in subsection (1) shall be lodged by the holder of the licence- (a) where the licence is a dealers licence-during the period within which an auditor's report referred to in section 64 is required to be lodged with the Commissioner; (b) where the licence is an investment advisers licence-within the period of one month immediately before the anniversary of the date on which the licence was granted; and (c) where the licence is a representatives licence-on a prescribed date in each year or within a prescribed period after that date. 45. Commissioner may extend time for paying fee or lodging statement. The Commissioner may, on the application of the holder of a licence, in his discretion, extend, or further extend, the time for paying a fee under section 43 or lodging a statement under section 44. 46. Revocation and suspension of licences . (1) Where- (a) the holder of a licence, being a natural person- (i) becomes bankrupt, applies to take the benefit of a law for the relief of bankrupt or insolvent debtors, compounds with his creditors or makes an assignment of his remuneration or any part of his property for their benefit; (ii) is convicted of an offence involving fraud or dishonesty punishable by imprisonment for a period of or exceeding three months; or (iii) is admitted into and detained in a hospital as a patient, or otherwise for treatment for mental illness, pursuant to the Mental Health Act1974; (b) the holder of a licence, being a body corporate- (i) is commenced to be wound up, is under official management or has ceased to carry on business; (ii) is a body corporate in respect of the property of which a receiver and manager has been appointed whether by the Court or otherwise; or (iii) has entered into a compromise or scheme of arrangement with its creditors; (c) the holder of a licence fails to comply with the provisions of section 43 or 44; or (d) the holder of a licence requests the Commissioner to revoke the licence, the Commissioner may revoke the licence. (2) Where a director or secretary or a person concerned in the management of a body corporate that is the holder of a dealers licence or an investment advisers licence , contravenes or fails to comply with

Securities Industry Act 1975, No. 78 929 this Act by reason that he does not hold a licence or a licence held by such a director, secretary or person is suspended, the Commissioner may revoke the licence held by the body corporate. (3) If, in a case to which paragraph (a) or (b) of subsection (1) or subsection (2) applies, the Commissioner considers it desirable to do so, he may, instead of revoking a licence, suspend the licence for a specified period and may at any time remove such a suspension. (4) Where a dealers licence or an investment advisers licence is revoked or suspended, the holder of a representatives licence in which a person who is or was the holder of the dealers licence or investment advisers licence is named as a person on whose behalf the holder of the representatives licence may act, shall not, where the first-mentioned licence is revoked, act on behalf of that person or, where the first-mentioned licence is suspended, shall not so act during the period of the suspension. Penalty: $1,000 or imprisonment for six months. 47. Revocation and suspension of licences . (1) Subject to section 49, if- (a) the holder of a licence contravenes or fails to comply with a condition or restriction applicable in respect of the licence (not being a condition or restriction referred to in section 43 or 44); or (b) the Commissioner is satisfied that- (i) the holder of the licence is not a fit and proper person to hold the licence; or (ii) where the holder of the licence is a body corporate, a director or secretary of the body corporate or a person concerned with the management of the body corporate is not a fit and proper person to be a director or secretary of, or a person concerned with the management of, a body corporate holding the licence, the Commissioner may revoke the licence. (2) If in a case to which paragraph (a) of subsection (1) applies the Commissioner considers it desirable to do so, he may, instead of revoking a licence, suspend the licence for a specified period and may at any time remove such a suspension. (3) Where the Commissioner revokes a licence under subsection (1), he may make application to a District Court for an order disqualifying the person who was the holder of the licence from holding a licence either permanently or during such period as the District Court specifies in the order. (4) Where an application is made under subsection (3), the District Court may make such order as it thinks fit or refuse to make an order and, where it makes an order, may at any time revoke or vary the order. (5) A person disqualified either permanently or for a particular period from holding a licence by reason of an order of a court under section 28 of the. Securities Industry Act1971 shall be deemed to be disqualified under this Act from holding a licence during the period specified in the order.

966 Securities Industry Act 1975, No. 78 give such directions in the matter as seem proper or otherwise determine the matter but this subsection does not apply to an act or decision of the Commissioner- (a) in respect of which a provision in the nature of an appeai or review is expressly provided in this Act; or (b) which is declared by this Act to be-conclusive or final or is embodied in a document declared by this Act to be conclusive evidence of an act, matter or thing. 119. False or misleading statements . (1) A person shall not, in, or in connexion with, an application for a licence, make a statement that is false or misleading in a material particular knowing it to be false or misleading or wilfully omit to state any matter or thing without which the application is misleading in a material respect. (2) A person shall not lodge with the Commissioner for the purposes of this Act a document that contains a statement that to his knowledge is false or misleading. Penalty: $1,000 or imprisonment for six months. 120. Preservation and disposal of records , etc. (1) A person who is required by a provision of this Act to maintain, make or keep a register or any accounting or other record in relation to a business carried on by him shall preserve that register or record for the prescribed period, whether or not he ceases to carry on that business before the expiration of that period. (2) The prescribed period for the purposes of subsection (1) is- (a) in relation to a register or a record other than an accounting record, the period of five years next after the day on which the last entry was made therein; or (b) in relation to an accounting record, the period of five years next after the last day of the accounting period to which the record relates. (3) Subsections (1) and (2) do not apply to or in relation to a contract note or copy-of a contract note received or issued by a dealer who is a member of a stock exchange if the matters referred to in subsection (2) of section 51 in relation to the contract note are recorded- (a) by the stock exchange; or (b) subject to such conditions, if any, as the Commissioner may impose, by the dealer, in a manner approved by the Commissioner and the record of those matters is retained for not less than five years. (4) Subject to the Libraries Act 1943-1974, the Commissioner may, if in his opinion it is no longer necessary or desirable to retain it, destroy or otherwise dispose of any document that is given to or lodged with the Commissioner under or for the purposes of this Act and that has been in the possession of the Commissioner for such period as is prescribed for the purposes of this subsection, either generally or in relation to a particular document or class of documents.

Securities Industry Act 1975, No. 78 967 121. Concealing, etc., of books relating to securities . (1) Where a person- (a) conceals, destroys, mutilates or alters a book relating to the business carried on by a dealer or required under this Act to be kept by the holder of a licence or by a financial journalist within the meaning of Part VII; or (b) sends, attempts to send or conspires with another person to send such a hook.out of the State, and as a result, a purpose of this Act is defeated or an examination, investigation or audit under this Act is prevented, delayed or obstructed, the first-mentioned person is guilty of an offence and liable to a penalty not exceeding $2,000 or to imprisonment for a period not exceeding one year. (2) In a prosecution of a person for an offence under subsection (1), it is a defence if the person proves that he did not act with intent to defeat the purposes of this Act or to prevent, delay or obstruct the carrying out of an examination, investigation or audit under this Act. 122. Falsification of records . Where matter that is used or intended to be used in connexion with the keeping of a book required to be kept under this Act or a record referred to in section 120 is recorded or stored by means of a mechanical device, an electronic device or any other device in an illegible form, a person who wilfully- (a) records, or stores by means of that device matter that he knows to be false or misleading in a material particular; (b) destroys, removes or falsifies matter that is recorded or stored by means of that device; or (c) fails to record or store matter by means of that device with intent to falsify any entry made or intended to be compiled, wholly or in part, from that matter, is guilty of an offence and is liable to a penalty not exceeding $1,000 or to imprisonment for a period not exceeding six months or both. 123. Obligation to guard against falsification . A person required by this Act to keep a book or record shall take reasonable precautions for guarding against falsification of the book or record and for facilitating discovery of any falsification. 124. Miscellaneous offences . A person shall not- (a) obstruct or hinder the Commissioner in the exercise or performance of any of his powers, authorities, duties or functions under this Act; or (b) fail to produce to the Commissioner any books that the Commissioner has, pursuant to any of the provisions of this Act, required that person to produce for inspection by the Commissioner; or (c) fail to comply with a requirement of the Commissioner under section 9.

968 Securities Industry Act 1975, No. 78 125. General penalty . (1) A person who contravenes or fails to comply with a provision of this Act is guilty of an offence. (2) A person who is guilty of an offence under this Act for which a specific penalty is not prescribed by another provision of this Act, is liable to a penalty not exceeding $500. 126. Offences by bodies corporate . Where a body corporate is guilty of an offence against this Act any officer of the body corporate who was knowingly a party to the commission of the offence is also guilty of that offence. 127. Proceedings by whom and when to be taken . (1) Except where otherwise provided by this Act, proceedings for an offence against a provision of this Act (other than section 51) may be taken by the Commissioner or, with the consent of the Minister, by any other person. (2) Notwithstanding anything in any other Act, proceedings- for an offence against a provision of this Act may be brought within a period of three years after the time at which the offence is alleged to have been committed or with the consent of the Minister, at any later time. 128. Stan ary offences and indictable offences. (1) An offence against this Act punishable by imprisonment for a period exceeding two years is an indictable offence. (2) An offence against this Act that is not an indictable offence shall be prosecuted summarily. 129. Certain persons to assist in prosecutions . (1) Where a prosecution has been instituted or the Minister or the Commissioner is of the opinion that a prosecution in respect of an offence against this Act ought to be instituted against a person (in this section referred to as " the defendant ") the Minister or the Commissioner- (a) if the defendant is an individual, may require any person who is or was a partner, servant, or agent of the defendant; or (b) if the defendant is a body corporate, may require any person who is or was an officer or a servant, or an agent, of the defendant, to assist in the prosecution, and a person who is so required shall give all assistance in connexion with the- prosecution that that person is reasonably able to give. (2) The Minister or the Commissioner, shall not make such a requirement as is mentioned in subsection (1) of a person who, in his opinion, is or is likely to be a defendant in the proceedings. (3) If a person to whom paragraph (a) or paragraph (b) of subsection (1) relates fails to give assistance as required by that subsection he is guilty of an offence and, without affecting any penalty to which he may be liable for the offence, the Court may, on the application of the Minister or the Commissioner, order that person to comply with the requirement within such time, and in such manner , as the Court may order.

Securities Industry Act 1975, No. 78 969 (4) In this section , " agent ", in relation to the defendant, includes a banker of the defendant and a person employed as an auditor by the defendant, whether that person is a servant or an officer of the defendant or not. 130. Reciprocity in relation to offences . (1) If, in the State, a person does an act or omits to do an act and that person, if he had done that act or had omitted to do that act in another State or in a Territory of the Commonwealth, would have been guilty of an offence against the law of that State or Territory that corresponds to a provision of this Act, that person is guilty of an offence against that provision of this Act. (2) Where an act or omission constitutes an offence both under this Act and under a law of another State or of a Territory of the Commonwealth that corresponds to a provision of this Act and the offender has been punished under that law, he is not liable to be punished in respect of the offence against this Act. 131. Default penalty . (1) Where the expression " Default penalty " and figures specifying the amount of the default penalty appear in or at the foot of a section, or subsection of a section, of this Act, being a section or subsection a contravention of which is an offence or which provides that a person is in specified circumstances guilty of an offence, a person who has been convicted of that offence is guilty of a further offence if the offence continues after he has been so convicted and is punishable, upon conviction for the further offence, by a penalty, not exceeding the amount of the default penalty specified, for each day during which the offence continues. (2) Where an offence is committed by a person by reason of his failure to comply with a provision of this Act by or under which he is required to do anything within a particular period, that person commits the further offence referred to in subsection (1) while the failure to do that thing continues notwithstanding that that period has expired. 132. Regulations . (1) The Governor in Council may make regulations for or with respect to- (a) prescribing forms for the purposes of this Act; (b) prescribing fees to be paid in respect of matters or things required for the purposes of this Act; (c) the conditions and restrictions to which licences are to be subject; (d) the publication of advertisements offering the services of dealers or investment advisers or offering securities for purchase or sale, and the form and content of those advertisements ; (e) the form and content of balance sheets and profit and loss accounts required by this Act to be prepared by dealers; (f) the furnishing to the Commissioner of information in addition to, or in variation of, the information contained in a prescribed form lodged with him; 32

970 Securities Industry Act 1975, No. 78 (g) the manner in' which, the persons by whom, and the directions in accordance with which the prescribed forms, or any of them, shall or may be signed, prepared or completed, and the regulation generally of the signing, preparation and completion of those forms or any of them; (h) the times within which information required to be furnished to the Commissioner pursuant to this Act shall be so furnished; and (i) generally prescribing any matters or things authorized or required to be prescribed under this Act. (2) The regulations may provide that, subject to any prescribed terms and conditions, the provisions of this Act or any of those provisions- (a) do not have effect in relation to a specified person or to a person who is a member of a specified class of persons- (i) who is or may be a dealer or investment adviser by reason only of his doing anything that is incidental to another business; (ii) who does not deal in securities for or on behalf of any other person; or (iii) who is a dealer or investment adviser by reason only of the entering into by him of any specified transaction or class of transactions; (b) do not have effect in relation to the representative of a person referred to in paragraph (a); (c) have effect in relation to a person referred to in paragraph (a) or paragraph (b) to such extent as is prescribed; or (d) do not have effect in relation to a specified transaction or class of transactions entered into by a specified person or class of persons. (3) Except as otherwise expressly provided in this Act, the regulations may be of general or specially limited application or may differ according to differences in time, locality, place or circumstance. PART XHI-COMMISSIONER FOR CORPORATE AFFAIRS AND OTHER OFFICERS 133. *Appointment of administrative staff . (1) The Governor in Council may, subject to this Act, appoint a Commissioner for Corporate Affairs. (2) The Commissioner is hereby charged with the administration of this Act and shall have, and may exercise, such powers, authorities duties and functions as are conferred or imposed upon the Commissioner by or under this Act or any other Act. (3) The Commissioner shall be appointed and hold office under and in accordance with the Public Service Act1922-1973. (4) The Commissioner shall as and when required by the Minister furnish reports with respect to the policy he is pursuing or proposes to pursue in the exercise or discharge of any of his powers, authorities, duties and functions. .

Securities Industry Act 1975, No. 78 971 (5) The Minister may issue directions to the Commissioner on matters of policy and the Commissioner shall observe and carry out the directions so given. (6) The Governor in Council may, under and in accordance with the Public Service Act1922-1973, appoint such Deputy or Assistant Commissioners for Corporate Affairs and other officers, and employ such employees, as are required to assist the Commissioner in the exercise of his powers, authorities, duties and functions under this Act or any other Act. (7) Except as otherwise provided by this Act or any other Act- (a) anything by this Act or any other Act appointed, authorized or required to be done or signed by the Commissioner may be done or signed by any Deputy or Assistant Commissioner and shall be as valid and effectual as if done or signed by the Commissioner; and (b) anything done by an officer that purports to have been done pursuant to an authorization of the Commissioner under subsection (1) of section 7 shall be deemed to have been duly authorized under that subsection by the Commissioner unless the contrary be shown. (8). All courts, judges and persons acting judicially shall take judicial notice of the seal and signature of the Commissioner and of any Deputy or Assistant Commissioner. (9) All certificates, instruments and other documents purporting to be signed or sealed or signed and sealed by the Commissioner or by any Deputy or Assistant Commissioner shall be admissible as evidence without further proof and all courts, judges and persons acting judicially shall presume that such seal or signature or seal and signature were properly attached. (10) During the absence from whatever cause, or a vacancy in the office, of the Commissioner a person for the time being holding or acting in the office of Deputy Commissioner designated in writing by the Minister shall act in the place of the Commissioner and may exercise and discharge while he so acts all the powers, authorities, duties and functions of the Commissioner. (11) No person shall be concerned to enquire whether any occasion has arisen requiring or authorizing a Deputy Commissioner to act in the place of the Commissioner and all acts or other things done or omitted by a Deputy Commissioner in the course of so acting shall be as valid and effectual as if they had been done or omitted by the Commissioner. (12) Officers and employees appointed under this Part shall be under the direction of the Commissioner and shall perform such duties as may be assigned by the Commissioner. PART XIII-TRANSITIONAL PROVISIONS 134. Tran sitional provis ion . Stockbrokers . (1) A person who, immediately before the commencement of this Act, was a stockbroker within the meaning of the Securities Industry Act1971 is not guilty of an offence under this Act by reason only that- (a) not being the holder of a dealers licence, he carries on a business of dealing in securities; or

972 Securities Industry Act 1975, No. 78 (1i) not being the holder of such a licence or an investment advisers licence he acts as, or holds himself out to be, an investment adviser, during a period, not exceeding three months, after the commencement of this Act and before the date on which he becomes the holder of a dealers licence or an investment advisers licence, as the case may be, or his application for a dealers licence or investment advisers licence is refused, whichever first occurs. . (2) A stockbroker's representative who is not the holder of a dealer's representatives licence, is not guilty of an offence under this Act by reason only that he is employed by, or acts for or by arrangement with, a person who immediately before the commencement.of this Act, was a stockbroker within the meaning of the Securities Industry Act1971 and does an act on behalf of that person in relation to a business of dealing in securities carried on by that person during a period, not exceeding three months, after the commencement of this Act and before the date on which he becomes the holder of a dealer's representatives licence, or his application for a dealer's representatives licence is refused, whichever first occurs. (3) In subsection (2), " stockbroker's representative " means a person who under the Securities Industry Act1971 would have been a dealer's representative but for the fact that he was in the direct employment of, or was acting for or by arrangement with, a stockbroker within the meaning of that Act. (4) A stockbroker' s investment adviser who is not the holder of an investment advisers licence or an investment representatives licence, is not guilty of an offence under this Act by reason only that he is employed by, or acts for or by arrangement with, a person who immediately before the- commencement of this Act, was a stockbroker within the meaning of'the Securities Industry Act1971 and in that capacity performs any of the functions of an investment. adviser during a period, not exceeding three months, after the commencement of this Act and before the date on which he becomes authorized under Part IV to perform such functions, or an application for the appropriate authorization is refused, whichever first occurs. (5) In subsection (4), " stockbroker's investment adviser " means a person who under the Securities Industry Act1971 would have been an investment adviser or investment representative but for the fact that he was in the direct employment of, or was acting for or by arrangement with, a stockbroker within the meaning of that Act. (6) The Governor in Council may- (a) by Order in Council exempt any member of a stock exchange from compliance with all or any of the provisions of sections 59 and 60, subject to such terms and conditions as are specified in the Order; and (b) by like. Order, vary or revoke any Order made under this subsection.

Securities Industry Act 1975, No. 78 973 (7) Any reference in this Act other than in sections 59 and 60 to a trust account shall, unless the contrary intention appears in an Order in Council made under subsection (6), be construed as extending to a trust account required to be maintained by the terms or conditions of such an Order. (8) Any person who, with intent to defraud, contravenes or fails to comply with any term or condition of an Order made under $ubsection (6) that is applicable to him is guilty of an offence and is liable to a penalty not exceeding $5,000 or to imprisonment for a period not exceeding two years, or both. (9) Any person who contravenes or fails to comply with a term or condition of an Order made under subsection (6) that is applicable to him is guilty of an offence. 135. Transitional provision . Licences mKkr the Securities Industry Act1971. (1) Subject to this section, a person who, immediately before the commencement of this Act, was the holder of a licence within the meaning of the Securities Industry Act1971 shall, until- (a) the date of the expiration of one year after the date of the licence or, if the date of that expiration is less than three months after the date of commencement of this Act, the expiration of three months after that commencement; or (b) the licence is revoked, whichever first occurs, be deemed to be the holder of a licence corresponding to the first-mentioned licence granted under Part IV. (2) During the period mentioned in subsection (1), this Act applies to and with respect to a person referred to in subsection (1) and to and with respect to a licence that, under that subsection, is to be deemed to have been granted under Part IV as if that person were the holder of a licence granted under Part IV and the licence were such a licence. (3) A licence that, under this section, is to be deemed to have been granted under Part IV, is subject to the conditions and restrictions to which it was subject immediately before the commencement of this Act and to such other conditions and restrictions as may be imposed under section 40. 136. Transitional provision . Listing rules . (1) A stock exchange that, immediately before the date of commencement of this Act, was a stock exchange within the meaning of the Securities Industry Act1971 shall, within two months after that date- (a) make or adopt listing rules; and (b) furnish to the Minister a copy of those listing rules-.

974 Securities Industry Act 1975, No. 78 (2) The Minister may, not later than 4 months after the date of commencement of this Act, give notice to the stock exchange that 'he disallows the whole or a specified part of any listing rules a copy of which was furnished to him under subsection (1) and thereupon the listing rules to the extent of the disallowance, cease to have effect. 137. Transitional provision . Officers and employees . All persons appointed or employed under or by virtue of Part II of the Act repealed by subsection (1) of section 3, and holding office or employed at the commencement of this Act, shall remain in office or employment, as the case may be, as if this Act had been in force at the time when they were appointed or employed and they had been appointed or employed hereunder and this Act shall apply to them accordingly.