CHAPTER 79
">CAPITAL MARKETS AND SECURITIES ACT

[SUBSIDIARY LEGISLATION]

INDEX TO SUBSIDIARY LEGISLATION

   REGULATIONS

      The Capital Markets and Securities (Registers of Interests in Securities) Regulations

      The Capital Markets and Securities (Establishment of Stock Exchanges) Regulations

      The Capital Markets and Securities (Licensing) Regulations

      The Capital Markets and Securities (Accounting and Financial Requirements) Regulations

      The Capital Markets and Securities (Advertisements) Regulations

      The Capital Markets and Securities (Prospectus Requirements) Regulations

      The Capital Markets and Securities (Collective Investment Schemes) Regulations

      The Capital Markets and Securities (Conduct of Business) Regulations

      The Capital Markets and Securities (Capitalisation and Rights Issue) Regulations

REGULATIONS

THE CAPITAL MARKETS AND SECURITIES (REGISTERS OF INTERESTS IN SECURITIES) REGULATIONS

G.N. No. 415 of 1996

1.   Citation

   These Regulations may be cited as the Capital Markets and Securities (Registers of Interests in Securities) Regulations.

2.   Interpretation

   In these Regulations, unless the context requires otherwise–

   "Act" means the Capital Markets and Securities Act *;

   "register" means a register of interests in securities required under section 51 of the Act.

3.   Form of Registers

   Every licensed dealer, dealers representative, investment adviser, investment representative and financial journalist shall maintain a register of securities in which he has an interest in the form prescribed in the Schedule to these Regulations.

4.   Timing of Entry on Register

   Particulars of the securities in which a person has an interest shall be entered in the register within twenty four hours of acquisition or disposal thereof.

SCHEDULE
FORM OF REGISTERS

FORM APPLICABLE FOR DISCLOSURE OF INTERESTS IN SECURITIES OF DEALERS AND DEALERS REPRESENTATIVES

I
PURCHASES REGISTER

Date

Name of Seller

Type and Description of Security

Amount Paid

Principal or Agent

II
SALES REGISTER

Date

Name of Buyer

Type and Description of security

Amount Paid

Principal or Agent

FORM APPLICABLE FOR DISCLOSURE OF INTERESTS IN SECURITIES OF INVESTMENT ADVISERS AND REPRESENTATIVES

Date

Name of Client

Type and Description of Security

FORM APPLICABLE FOR DISCLOSURE OF INTERESTS IN SECURITIES OF FINANCIAL JOURNALISTS

Date of Publication

Name of Journal or Newspaper

Title of Analysis

Volume or Number of Publication

THE CAPITAL MARKETS AND SECURITIES (ESTABLISHMENT OF STOCK EXCHANGES) REGULATIONS

ARRANGEMENT OF REGULATIONS

Regulation

Title

PART I
PRELIMINARY PROVISIONS

   1.   Citation.

   2.   Interpretation.

PART II
APPROVAL OF STOCK EXCHANGE

   3.   Application for approval.

   4.   Application to be accompanied by memorandum and articles.

   5.   Application fee.

   6.   Approval subject to conditions.

   7.   Publication of notice of approval.

PART III
PERMIT FOR INTERIM STOCK
TRADING FACILITY

   8.   Application for permit to establish an Interim Stock Trading Facility.

   9.   Application fee.

   10.   Publication of notice of permit.

   11.   Transition of Interim Stock Trading Facility to Stock Exchange.

PART IV
CONDITIONS FOR GRANT OF APPROVAL AND PERMIT

   12.   Requirements as to Stock Exchange.

   13.   Certain conditions attached to approval or permit.

   14   Conditions for trading, settlement and delivery.

   15.   Accounting records.

   16.   Annual reports.

   17.   Amendment of memorandum and articles.

   18.   Compliance with listing requirements.

   19.   Powers of Chief Executive.

   20.   Transparency of transactions.

SCHEDULE

THE CAPITAL MARKETS AND SECURITIES
(ESTABLISHMENT OF STOCK EXCHANGES) REGULATIONS

G.N. No. 416 of 1996

PART I
PRELIMINARY PROVISIONS (regs 1-2)

1.   Citation

   These Regulations may be cited as the Capital Markets and Securities (Establishment of Stock Exchanges) Regulations.

2.   Interpretation

   In these Regulations, unless the context otherwise requires–

   "interim stock trading facility" means the facility to be established in accordance with section 114 of the Act;

   "rules" in relation to a stock exchange means the rules governing the conduct of a stock exchange or its members by whatever name they are called and includes rules contained in the regulations of the stock exchange.

PART II
APPROVAL OF STOCK EXCHANGE (regs 3-7)

3.   Application for approval

   An application for approval of a stock exchange shall be made by a body corporate to the Authority in triplicate in the form specified in the Schedule.

4.   Application to be accompanied by memorandum of association and articles

   An application for approval of the establishment of a stock exchange shall be accompanied by the applicant's memorandum of association which shall be in a form and satisfactory to the Authority and shall–

   (a)   not permit the distribution of profits to members; and

   (b)   restrict the membership of the stock exchange, dealers and such other persons as may be decided by the Authority.

5.   Application fee

   An application to establish a stock exchange, shall be accompanied by an application fee of the sum of five hundred thousand shillings which shall be payable in a manner determined by the Authority.

6.   Approval subject to conditions

   Approval for the establishment of stock exchange shall be granted subject to compliance with the provisions of Part IV of these Regulations.

7.   Publication of notice of approval

   Notice of approval of the establishment of stock exchange shall be published by the Authority in the Gazette and shall take effect on the date of publication of the said notice in the Gazette.

PART III
PERMIT FOR INTERIM STOCK TRADING FACILITY (regs 8-11)

8.   Application for permit to establish an Interim Stock Trading Facility

   (1) Any person who holds a dealer's licence may apply to the Authority for a permit to establish and maintain an interim stock trading facility.

   (2) An application for a permit to establish an interim stock trading facility shall be made in triplicate in the form prescribed in the Schedule.

9.   Application fee

   An application for a permit to establish an interim stock trading facility shall be accompanied by an application fee of the sum of five hundred thousand shillings payable in a manner to be determined by the Authority.

10.   Publication of notice of permit

   Notice of a permit for the establishment of an interim stock trading facility shall be published by the Authority in the Gazette and shall take effect on the date of publication of the notice in the Gazette.

11.   Transition of Interim Stock Trading Facility to Stock Exchange

   An interim stock trading facility granted a permit in accordance with section 114 of the Act and these Regulations shall operate as an interim facility for a maximum period of five years after which the provisions of Part 1 of these Regulations will have to be complied with:

Provided that the Authority may extend the period of five years upon application being made by an interim stock trading facility within three months prior to expiration of the period of five years.

PART IV
CONDITIONS FOR GRANT OF APPROVAL AND PERMIT (regs 12-20)

12.   Requirements as to Stock Exchange

   An interim stock trading facility approved by the Stock Exchange Authority shall–

   (a)   engage solely in the business of operating a securities exchange;

   (b)   maintain a governing body which consists of dealers and persons providing a fair representation for listed companies, investors and the general public who are acceptable to the Authority;

   (c)   employ a Chief Executive and an administration of sufficient capacity to administer the stock exchange including any contractual arrangements with specialised organisations for the settlement, deposit or efficient clearing of business;

   (d)   establish a physical location and mode of operation which contributes to a more orderly and efficient market for securities in Tanzania;

   (e)   establish a physical trading facility at which all bids to purchase and offers to sell can be exposed to each other and at which members of the public are granted an opportunity to witness trading; and

   (f)   maintain a system to be approved by the Authority for granting compensation to investors who suffer pecuniary loss resulting from the failure of a dealer to meet his contractual obligations.

13.   Certain conditions attached to approval or permit

   It shall be a condition for every grant of approval to establish a stock exchange or permit to establish an interim stock trading facility that the authority shall be furnished with–

   (a)   a list of members of the stock exchange or interim stock trading facility and any amendments thereto;

   (b)   names of members of the council of a stock exchange or governing body of an interim stock trading facility and any change thereto;

   (c)   notice of any disciplinary action taken against a member of a stock exchange or interim stock trading facility;

   (d)   changes in the appointment or the terms and conditions of the chief executive officer;

   (e)   a list of securities traded in the stock exchange or interim stock trading facility and any amendments thereto;

   (f)   in the case of a stock exchange, proposed amendments to be made to the conditions under which securities may be listed for trading;

   (g)   proposed amendments to be made to the conditions governing dealing in securities by members of a stock exchange;

   (h)   monthly returns of the volume of securities traded in the stock exchange or interim stock trading facility in a manner prescribed by the Authority;

   (i)   amendments proposed to be made to the rules governing the conduct of the stock exchange, or its members;

   (j)   the days and hours of business of a stock exchange or interim stock trading of the stock exchange;

   (k)   such other information as may be required by the Authority.

14.   Conditions for trading, settlement and delivery

   A stock exchange shall regulate its, members and ensure the day to day management of trading, settlement, delivery and other activities on dealing in securities in accordance with the memorandum and articles, rules, by-laws and regulations of the stock exchange which have been approved by the Authority.

15.   Accounting records

   A stock exchange shall maintain and reserve such books of account and documents, or acceptable alternative accounting records in their place as may be determined by the Authority for a period of seven years.

16.   Annual reports

   A stock exchange shall before the 30th June in each year or such extended period as the Authority may from time to time allow, furnish the Authority with a report of activities during the preceding calendar year in the form as may be required by the Authority.

17.   Amendment of memorandum and articles

   The Memorandum and Articles of Association and by laws of a stock exchange in so far as they have been approved by the Authority, shall not be amended, varied or rescinded without the approval of the Authority.

18.   Compliance with listing requirements

   A stock exchange shall comply with the rules formulated by the Authority to regulate the listing of securities.

19.   Powers of Chief Executive

   The Chief Executive of a stock exchange shall have the power to enforce the rules, by-laws and regulations of the stock exchange and to administer the prescribed penalties including suspension from trading.

20.   Transparency of transactions

   A stock exchange shall make public its transactions in such a manner as may be required by the Authority.

SCHEDULE
APPLICATION FOR APPROVAL TO ESTABLISH A STOCK EXCHANGE OR PERMIT TO ESTABLISH AN INTERIM STOCK TRADING FACILITY

1.   Name of Company .......................................................................................... Limited.

   Address: ....................................................................................................................

   Date of Incorporation: ..................................................................................................

   Number of Company: ..................................................................................................

We hereby apply for approval to establish stock exchange/permit to establish an interim stock trading facility 1 and submit the following information for your consideration:

   (a)   Location of principal office ..................................................................................

   (b)   Details of capital structure: ................................................................................

      (i)   Nominal capital T.Shs. ...............................................................................


      (ii)   Paid up capital T.Shs. ................................................................................

   (c)   Names and addresses of Directors.

      1.   .................................................................................................................

      2.   .................................................................................................................

      3.   .................................................................................................................

      4.   .................................................................................................................

      5.   .................................................................................................................

      6.   .................................................................................................................

      7.   .................................................................................................................

   (d)   Name and address of the Chief Executive: ...........................................................
.........................................................................................................................

   2. We enclose two copies each of the following documentation required to accompany the application.

For official use only
Status:
Received/Not received

(a)   The Memorandum and Articles of Association, and the rules and by-laws of the Stock Exchange

______________

(b)   The listing requirements for the Stock Exchange ..............

______________

(c)   The list of names and addresses of the members of the Stock Exchange

______________

(d)   The list of companies listed with the Stock Exchange

______________

(e)   The audited annual accounts for the last three years of operation, or the period since inception, if shorter, of the securities exchange. If the company has taken over existing operations of a securities exchange, please provide those relevant accounts

______________

   3. We also enclose application renewal fee of T.Shs.

   4. Declaration of compliance in the case of application of a permit to establish an interim stock trading facility:

I/We .............................................................................................................................
do hereby state that I/we have read the Rules designed to regulate the interim stock trading facility issued by the Authority and further that I/we 2 shall abide by those Rules.

            Date: .....................................


            Signed: ...................................) Director
..............................................) Director/
...............................................) Secretary 3

THE CAPITAL MARKETS AND SECURITIES (LICENSING) REGULATIONS

ARRANGEMENT OF REGULATIONS

   Regulation

Title

PART I
PRELIMINARY PROVISIONS

   1.   Citation.

   2.   Interpretation.

PART II
APPLICATION FOR LICENCES

   3.   Form of applications, notices and licences.

   4.   Directions in Forms.

   5.   Manner of application.

   6.   Alteration of facts disclosed in application.

   7.   Examination requirements.

PART III
APPLICATION FEE

   8.   Fees.

   9.   Refusal of application.

PART IV
DEALER'S DEPOSIT

   10.   Dealer's deposit.

   11.   Refund of deposit.

   12.   Application of deposit.

PART V
GRANT OF LICENCES

   13.   Period of application.

   14.   Form of licence.

   15.   General conditions.

PART VI
MISCELLANEOUS PROVISIONS

   16.   Replacement of licence.

   17.   Display of licence.

SCHEDULES

THE CAPITAL MARKETS AND SECURITIES (LICENSING) REGULATIONS

G.N. No. 417 of 1996

PART I
PRELIMINARY PROVISIONS (regs 1-2)

1.   Citation

   Regulations may be cited as the Capital Markets and Securities (Licensing) Regulations.

2.   Interpretation

   In these Regulations, unless the context requires otherwise–

   "Act" means the Capital Markets and Securities Act *;

   "licence" means a licence granted under Part IV of the Act; and

   "licensee" shall be construed accordingly.

PART II
APPLICATION FOR LICENCES (regs 3-7)

3.   Form of applications, notices and licences

   Applications, notices and licences under the Act shall be in the form prescribed in the Schedule to these Regulations.

4.   Directions in Forms

   A form prescribed by these Regulations shall be completed in accordance with any directions specified in the form.

5.   Manner of Application

   (1) An Application for a licence or renewal of a licence in the form prescribed together with any relevant annexure shall be enclosed in a sealed envelope and lodged with the Authority.

   (2) Each application for a licence or renewal of a licence, shall be accompanied by a detailed statement of the applicants assets and liabilities signed by the applicant.

   (3) In the case of an applicant which is a company:

   (a)   by two copies certified by a Director of the company to be true copies of the last balance sheet and of the last profit and loss account (if any), incorporating the results of the last financial year, and which have respectively been audited by the company's auditors (including every document required by law to be annexed or attached thereto); and

   (b)   by a certified copy of the report of the auditors.

   (4)   Each application for a licence shall be accompanied by–

   (a)   a detailed statement of the financial resources available to the applicant for purposes of undertaking the business under licence; and

   (b)   such other information as the Authority may require in the consideration of an application.

6.   Alteration of facts disclosed in application

   An applicant for a licence shall forthwith give written notice to the Authority of–

   (a)   any proposed alteration to; or

   (b)   the occurrence of any event which affects in any material respect, information supplied by him to the Authority in relation to his application, being a proposal or act made or event occurring after lodging of application the decision of which remains pending in the authority.

7.   Examination requirements

   Application for a licence shall comply with examination requirements as may be determined by the Authority.

PART III
APPLICATION FEE (regs 8-9)

8.   Fees

   An application for a licence or renewal of a licence shall be accompanied by the fees prescribed in the Second Schedule.

9.   Refusal of application

   The Authority shall not consider any application made under these Regulations if it is not accompanied by the licence fees.

PART IV
DEALER'S DEPOSIT (regs 10-12)

10.   Dealer's deposit

   An application for a dealer's licence shall be accompanied by the deposit required under section 42 of the Act.

11.   Refund of deposit

   A deposit made under Regulation 10 shall be refunded to an applicant immediately after the application for a dealer's licence has been refused.

12.   Application of deposit

   A deposit made under Regulation 10 may be invested by the Authority in a manner the Authority deems appropriate provided that fifty five per cent of income earned by such investment after deduction of taxes due in accordance with the laws of Tanzania shall be retained by the Authority on behalf of a dealer.

PART V
GRANT OF LICENCES (regs 13-15)

13.   Period of application

   (1)   The Authority shall consider an application and inform an applicant of its decision within forty-five days after an application has been lodged with it provided that where further information has been required in accordance with section 36(2) of the Act, the period of 45 days shall in accordance with section 36(2) of the Act, the period of forty-five days shall be calculated from the time when further information is submitted to the Authority.

   (2)   If no decision is made by the Authority within the period stated in subregulation (1), the respective application shall be deemed to have been refused.

14.   Form of licence

   A licence granted by the Authority shall be in the form specified in Form 7 in the First Schedule.

15.   General conditions

   It shall be a condition of every licence that–

   (a)   the licence shall be personal to the applicant and shall not be transferable;

   (b)   the holder of the licence shall forthwith give written notice to the Authority of–

      (i)   any proposed alteration to; or

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

      any matter in respect of which he has supplied or was required to supply information to the Authority in the course of his application for that licence;

   (c)   the holder of the licence shall comply with any directions of the Authority in respect of a proposed alteration or occurrence of the event notified to the Authority pursuant to subparagraph (b);

   (d)   a licensee shall not carry on, nor hold himself out as carrying on, any securities business other than that permitted by his licence and shall carry on the said business from any premises specified in his licence; and

   (e)   a licensee shall communicate to the Authority notices which are required by the Act in the relevant forms prescribed in the First Schedule.

PART VI
MISCELLANEOUS PROVISIONS (regs 16-17)

16.   Replacement of licence

   Where the Authority is satisfied that a licence has been inadvertently lost, destroyed or defaced, the Authority shall replace the licence on payment by the licensee of the fee prescribed in the Second Schedule.

17.   Display of licence

   (1)   Every holder of a licence granted under Part IV of the Act shall display his licence at all premises in which he transacts with the public the business authorised by the licence.

   (2)   The requirement in subregulation (1) shall not be satisfied unless the licence is displayed in such a manner as to be readily visible to the public.

FIRST SCHEDULE
FORMS

FORM 1
APPLICATION BY A COMPANY FOR A DEALER'S LICENCE

THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79)

(Section 36)

   Application is hereby made for a dealer's licence under the Act and the following statements are made in respect thereof:

Notes:

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

   (2) This application must be accompanied by the last audited balance-sheet and profit and loss account certified as required by Regulation 5 of the Capital Markets and Securities (Licensing) Regulations.

INFORMATION ON THE APPLICANT

1.

(a)

Name of applicant: ........................................................................................

(b)

Registered office: ..........................................................................................

(c)

Place of incorporation: ...................................................................................

(d)

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

(e)

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

Authorised Share Capital ...............................................................................

Paid-up Capital .............................................................................................

Types of Shares Issued ..................................................................................
.....................................................................................................................

(f)

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

Name of Shareholder .....................................................................................

Address .......................................................................................................
....................................................................................................................
....................................................................................................................

No. of Shares ...............................................................................................

Date Acquired ..............................................................................................

(g)

Address of place at which applicant's register under section 52 of the Act will be kept:
....................................................................................................................
....................................................................................................................
....................................................................................................................
....................................................................................................................

(h)

Set out as an annexure hereto details of each director and secretary showing full name, residential address, date of birth, office held, date of appointment and educational qualifications.

2.

State the nature of the principal business of the applicant:
..............................................................................................................................
..............................................................................................................................

3.

(a)

State in detail the activity and the manner in which the applicant proposes to conduct the business for which the applicant requires a dealer's licence:
....................................................................................................................
....................................................................................................................
....................................................................................................................
....................................................................................................................

(b)

The type of clients with whom the applicant proposes to do business:
....................................................................................................................
....................................................................................................................
....................................................................................................................
....................................................................................................................

(c)

Describe in detail the organisational structure and internal control procedures which the applicant has adopted or proposes to adopt for its proposed business (Separate Annexure).

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

(Separate Annexure)

   5. Is any director or secretary of the applicant a director of any other corporation? Using an annexure, answer "Yes" or "No" for each person; if "Yes" give details of:

(a)

names of corporations;

(b)

places of incorporation; and

(c)

dates of appointment.

(For questions 6 to 8, answer "Yes" or "No" in space provided. If "Yes" attach annexure giving all relevant particulars).

   6. Has the applicant or any director or secretary of the applicant within the past ten years:

(a)

been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities?

Answer


..................

(b)

been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place?

..................

(c)

been refused the right or restricted in its or his right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any place?

..................

   7. Has any director or secretary of the applicant within the past ten years–

(a)

been a member or partner in a member of the applicant within the past ten years?

..................

(b)

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

..................

(c)

been refused membership of any securities exchange?

..................

(d)

been known by any name other than the names shown in this application?

..................

(e)

been convicted of any offence other than a traffic offence in Tanzania or elsewhere or are there any proceedings now pending which may lead to such a conviction?

..................

(f)

has judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him in any civil proceedings, in Tanzania or elsewhere? (If "Yes", using an annexure give full details, including whether judgement is unsatisfied.)

..................

(g)

been declared bankrupt or compounded with or made an arrangement for the benefit of his creditors, in Tanzania or elsewhere?

..................

(h)

been engaged in the management of any corporation other than those referred to in answer to question 5?

..................

(i)

been refused a fidelity or surety bond in Tanzania or elsewhere?

..................

(j)

been disqualified as a director, or been director of a company that has gone into receivership or liquidation, in Tanzania or elsewhere?

..................

   8. Has any director or management staff of the applicant any experience in performing the functions in relation to the proposed activity of the applicant referred to in question 3?

(Separate Annexure)

   9. In relation to each director and secretary of the applicant, set out below details of the officer's employment and business activities, during the previous ten years:

Name of director or Secretary

Period of employment or activity (give exact dates)

Name and address of employer (if self-employed so state)

Nature of business

Description of duties of relation to the employment or activity

(Separate Annexure)

   10. Set out any additional information (including any formal qualifications or training of the directors or secretary of the applicant and the name of the institution that conducted the course) considered relevant to this application.

(Separate Annexure)

   11. Set out below details of two persons with whom each director and the secretary of the applicant has had regular contact over the past five years and of whom the Authority may enquire regarding the character and reputation of the respective director or secretary.

Name of character referee

Address of
character
referee

Occupation of character
referee
(Separate Annexure)

Secretary in respect of whom enquiries may be made

   12. I declare that all information given in this application and in the attached annexures is true and correct.

Dated this ......................... day of ......................... 20.........

Signature ..............................................

Name ...................................................

Capacity: ..............................................

FORM 2
APPLICATION BY INDIVIDUAL FOR INVESTMENT ADVISER'S LICENCE

THE CAPITAL MARKETS AND SECURITIES ACT (CAP. 79)

(Section 36)

   Application is hereby made for an investment adviser's licence under the Act and the following statements are made in respect thereof:

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

   (2) This application shall be accompanied by a detailed statement of the applicant's assets and liabilities and shall be signed by the applicant.

   1. Personal particulars of the applicant:

(a)

Name of applicant ........................................................................................

(b)

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

(c)

Residential address:
.....................................................................................................................
.....................................................................................................................
.....................................................................................................................
.....................................................................................................................

(d)

Address of place at which applicant's register under section 52 of the Act will be kept:
.....................................................................................................................
.....................................................................................................................
.....................................................................................................................
.....................................................................................................................

(e)

Academic and professional qualifications:
.....................................................................................................................
.....................................................................................................................
.....................................................................................................................
.....................................................................................................................

2. (a) Indicate area of proposed business for which the applicant requires an Investment Adviser's licence:


      either: advises others concerning securities;


      or:   issues or promulgates analyses or reports concerning securities;


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

(b)

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

(Separate Annexure)

(c)

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

   3. The type of customers with whom the applicant proposes to do business.

(Separate Annexure)

   4. Is the business of investment adviser the principal business carried on by the applicant? (Answer either "Yes" or "No". If "No", give details of the applicant's principal business in a separate annexure.)

   5. Does the applicant have an interest in one or more of the shares in any company the shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 5% of the aggregate of the nominal amount of all the issued shares of the corporation? (Answer either : Yes" or "No". If "Yes" give full details of such interest including names of companies and percentage of interest in a separate annexure).

   6. Is the applicant a director of any corporation in Tanzania or elsewhere? (Answer either "Yes" or "No") if "Yes", using an annexure, give details of–

(a)

Names or name of the corporation;

(b)

place or places of incorporation; and

(c)

the relevant interests.

   (Answer questions by writing either "Yes" or "No" in space provided. If "Yes" attach annexures giving all relevant particulars.)

   7. Has the applicant within the past 10 years–

(a)

been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities or acting as investment adviser?

Answer


..................

(b)

been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place?

..................

(c)

been refused the right or restricted in his right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any place?

..................

(d)

been a member or partner in a member firm of a securities exchange?

..................

(e)

been suspended from membership of any securities exchange of otherwise disciplined by a securities exchange?

..................

(f)

been refused membership of any securities exchange?

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(g)

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

..................

(h)

been convicted of any offence other than a traffic offence in Tanzania or elsewhere or are there any proceedings now pending which may lead to such conviction? (If "Yes" attach annexure giving full details, of the conviction(s) or proceeding(s))

..................

(i)

has judgement including finding in relation to fraud, misrepresentation or dishonestly been given against him in any civil proceedings, in Tanzania or elsewhere? (If "Yes" attach annexure giving full details, including whether judgment is unsatisfied.)

..................

(j)

been censured or disciplined by any professional body, society or association of which he was or is a member? (If "Yes" attach annexure giving full details, including name of the professional body society or association.)

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(k)

been declared bankrupt or compounded with or made an assignment for the benefit of his creditors in Tanzania or elsewhere?

..................

(l)

been engaged in the management of any corporations other than those referred to in answer to question 6?

..................

(m)

been refused a fidelity or surety bond in Tanzania or elsewhere?

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(n)

been disqualified as a director, or been a director of a company that has gone into receivership or liquidation, in Tanzania or elsewhere?

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

Name and address of employer (if self-employed so state)

Period of employment or activity (give exact dates)

Nature of business

Description of duties in relation to the employment or activity

(Separate Annexure)

   9. Set out below details of two persons (who shall not be related to the applicant, and neither of whom shall have any interest in the success or otherwise of this application) with whom the applicant has had regular contact over the past five years and of whom the Authority may enquire regarding the applicant's character and reputation.

Name

Address

Occupation

(Separate Annexure)

   10. Set out any additional information (including any formal qualifications or training and the name of the institution that conducted the course) considered relevant to this application.

(Separate Annexure)

   11. I am aware of the provisions of section 35 of the Act relating to false statements made in applications.

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