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In this Act, unless die context otherwise requires,

“advertising” includes every form of advertising, whether in a publication or by the display of notices or by means of circulars or other documents or by an exhibition of photographs or films or videos or by way of sound broadcasting or television or on computer screens or in any other manner;

“agent” in relation to a broker-dealer, includes a person who is or has at any time been a banker of die broker-dealer;

“arbitrage” means profiting from differences in price of the same security traded on two or more markets;

“assets of the scheme” means the capital and income of the scheme;

“auditor” means a company auditor qualified as such under the Companies Act, 1963 (Act 179);

“body corporate” includes an incorporated body under the Incorporated Private Partnerships Act, 1962 (Act 152);

“book” includes document in any form including information stored in an electronic form;

 “broker-dealer” means a person who carries on a business of dealing in securities as principal or as an agent, whether that person carries on any other business approved by the Commission or does not carry out any additional business;

“broker-dealer’s representative” means a person, in the direct employment of, or acting for, or by arrangement with a broker-dealer, who performs for that broker-dealer any of the functions of a broker-dealer, other than work ordinarily performed by accountants, clerks or cashiers, whether the remuneration of the person is by way of salary, wages, commission or otherwise; and where the broker-dealer is a body corporate or a director or officer of the body corporate who performs for the body corporate any of die functions mentioned;

“capital market services” means the provision of advice, guidance, opinion or recommendation to a person subject to the securities laws;

“chairperson” means die chairperson of the Commission;

“collective investment scheme” means an arrangement by which

(a)  contributions to a scheme by persons taking part in that scheme are pooled;

(b)  the contributions to the scheme are invested in eligible assets by the manager of the scheme on behalf of die contributors;

(c)  persons making contributions to a scheme become shareholders or unit holders in that scheme but do not have day to day control over the management of the assets;

(d)  shareholders or unit holders, as contributors to a scheme participate in or receive profits or income or sums paid out of die profits or income arising from the acquisition, holding, management and disposal of assets or any part of the assets by the manager;

 “Commission” means the Securities and Exchange Commission established by section 1;

“commodity exchange” means an exchange or a facility where various commodities and derivative products are traded;

“company” has tire same meaning as is assigned to it in the Companies Act, 1963 (Act 179);

“constitution of a scheme” in the case of a unit trust means the trust deed and in the case of mutual fund means the regulations of the mutual fund;

“court” means court of competent jurisdiction;

“credit rating agency” means a company that assesses the Financial strength of issuers of debt securities, particularly their ability to meet the interest and principal payments and assign ratings to them;

“custodian” means a person who takes responsibility for safe-guarding a firm’s or individual’s financial assets and holds the assets in safekeeping on behalf of the firm or individual;

“dealing in securities” means, whether as principal or agent making or offering to make with a person, or inducing or attempting to induce a person to enter into or to offer to enter into

(a)  an agreement for or with a view to acquiring, disposing of, subscribing for or underwriting securities; or

(b)  an agreement the purpose or intended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the price of securities;

“derivative” means a financial instrument whose characteristics and value are dependent on or derived from one or more underlying assets, such as a commodity, bond, equity or currency;

“derivatives exchange” means a facility for the trading of derivatives:

“director” has the same meaning as is assigned to that expression in section 179 of the Companies Act, 1963 (Act 179);

 “exchange” means a facility for the trading of securities, commodities or derivatives;

“executive officer” in relation to a body corporate, means a person by whatever name called who is concerned or takes part in the management of the body corporate whether or not the officer is a director of die body corporate;

“fidelity fund” means the fidelity fund established under section  174;

“foreign issuer” means an issuer which is a foreign government or a corporation or other organization incorporated or organized under the laws of any foreign country;

“foreign regulatory authority” means an organization in any foreign country which has the responsibility for the regulation or supervision of that country’s financial market;

“former issuer” means a person who has previously been an issuer but no longer has any shares;

“former licensee” means a person who has previously been a licensee;

“fund manager” means a person other than a person specified in paragraph (a) and (b) who, pursuant to a contract or arrangement with a client, undertakes on behalf of the client the management of a portfolio of securities for the purpose of investment, and also advises on investments

(a)  a lawyer, accountant or any other professional in practice who in the carrying on of that business is solely incidental to the practice of the profession;

(b)  a broker-dealer or die employee or a broker-dealer’s representative whose carrying on of that business is solely incidental to the conduct of the broker-dealer’s business of dealing in securities;

“futures” means a contract to buy specific quantities of a commodity or financial instrument at a specified price with delivery set at a specified time in the future;

“futures exchange” means a central financial exchange where standardized future contracts can be traded;

 “governing body” in relation to a fidelity fund of a stock

exchange means the entity responsible for the administration of that stock exchange;

“government securities” means securities which are direct obligations of and guaranteed as to principal and interest repayment by die Government of Ghana;

“hearing committee” means the Administrative Hearings Committee established under section 18;

“hedge fund” means a fund with a portfolio that uses any of the following investment strategies:

(a) leverage;

(b) short positions: or

(c) derivative positions for the purposes of enhancing returns or to protect the assets against market exposures;

“independent” in relation to the trustee and manager of a unit trust or the mutual fund company and the manager or custodian of a mutual fund means

(a)  in the case of a unit trust, that the manager is not a substantial shareholder of the trustee and that the trustee is not a substantial shareholder of the manager; and

(b) in the case of a mutual fund, that die mutual fund company is not a substantial shareholder of the manager or custodian;

“independent financial analyst” means a person who, as part of a regular business, issues analysis or reports concerning securities;

“insider trading” means the buying or selling of securities by a person who has access to material non-public information about the security;

“interest” in die case of a

(a)  unit trust means the beneficial interest held under the trust;

(b)  mutual fund, means die shares in the mutual fund;

“investment adviser” includes

(a)  a person who carries on a business of advising others concerning securities; and

(b)  a person who as part of a regular business issues analysis or reports concerning securities but does not include

(i)            a bank as defined in section 90 of the Banking Act, 2004{ Act 673);

(ii)          a company registered to undertake insurance business under the Insurance Act, 2006 (Act 724);

(iii) a lawyer, accountant or any other professional in practice who in the carrying on of that business is solely incidental to die practice of the profession of the lawyer, accountant or that professional;

(iv) a broker-dealer or die employee or representative of that broker-dealer whose carrying on of that business is solely incidental to the conduct of the business of dealing in securities by the broker-dealer; and

      (c) a person who is die proprietor of a newspaper where

(i) in so far as the newspaper is distributed generally to the public, it is distributed

only to subscribers to, and purchasers of, the newspaper for value;

(ii) the advice is given or the analysis or reports are issued or published only

through that newspaper;

(iii) that person receives no commission or other consideration for giving the advice

or for issuing or publishing the analysis or reports; and

(iv) the advice is given and the analysis and reports are issued or published solely as

incidental to the conduct of that person’s business as a newspaper proprietor;

“investment adviser representative” includes a person, in the direct employment of or acting for or by arrangement with an investment adviser, who performs for the investment adviser any of the functions of an investment adviser other than work ordinarily performed by accountants, derks or cashiers, whether the remuneration of that person is by way of salary, wages, commission or otherwise, a director or officer of a body corporate who performs for the body corporate any of die functions;

“investor” includes

(a) a unit holder in respect of a unit trust; and

(b) a shareholder in respect of a mutual fund;

“invitation to the public” has the meaning assigned to it in the  Companies Act, 1963 (Act 179);

“issuer” means a person or any other entity that issues, has issued or is going to issue securities;

“issuing house” means a bank as defined in section 90 of the Banking Act, 2004 (Act 673) or other licensed market operator which undertakes the business of arranging or underwriting the issue of securities by a company;

“licence” includes

(a) a licence issued to a market operator;

(b) a licence issued to a market operator’s representative;

“licensee” means a person who is granted a licence by the Commission under section 112;

“listing rules” in relation to a body corporate that maintains a securities exchange, means rules made by its governing body in respect of

     (a)  the admission to the official list of the body corporate, of bodies corporate, governments, unincorporated bodies or other persons for the purpose of the quotation on the exchange or made available by bodies corporate, governments, unincorporated bodies or other persons or the removal from that official list and for other purposes: or

     (b)  the activities or conduct of bodies corporate, governments, unincorporated bodies and other persons who are admitted to that list, whether those rules

(i)            are made by the body corporate or are contained in any of the constituent documents of die body corporate; or

(ii)          are made by another person and adopted by the body corporate;

 “manager” in the case of a

(a) unit trust means the manager referred to in section 60; and

(b) mutual fund means a company appointed by the board of directors of the mutual fund company to manage the mutual fund;

“margin trading” refers to an arrangement between a broker-dealer and the client of that broker-dealer in which the broker-dealer provides the client with part of the funds to meet the full cost of the securities to be purchased by the client;

“market maker” means a body corporate that stands ready to buy and sell a particular security on a regular and continuous basis at publicly quoted prices in order to facilitate trading in that security;

“market making” refers to die obligation of a broker-dealer, based on a commitment, to continuously submit binding bids and offers for securities which are subject to the commitment;

“market operator” means a person duly licensed by the Commission to perform specific functions in the securities market;

“Minister” means the Minister responsible for Finance;

“mutual fund” means a public or external company incorporated to operate as a collective investment scheme;

“net assets” means total assets minus total liabilities;

“nominee” means a person in whose name a security is registered though the ownership is held by another person;

“non-public information” means confidential information in the custody of die Commission;

“officers of a company” includes die directors and a person acting as a director;

“pre-licensing requirement” means a condition that an applicant for a licence under the Act must meet before approval is granted for that licence;

 “prescribed interest” means a right to participate or an interest, whether enforceable or not and whether actual, prospective or contingent

(a)  in the profits, assets or realization of a financial or business undertaking or scheme whether in the country or elsewhere;

(b)  in any common enterprise, whether in the country or elsewhere, in relation to which the holder of the right or interest is led to expect profits, rent or interest from the efforts of the promoter of the enterprise or a third party;

(c)  in a class or kind of rights or interest, declared by the regulations to be an exempt right or interest; or

(d)  in any investment contract, whether or not the right or interest is evidenced by a formal document and whether or not the right or interest rates to a physical asset, but does not include

(i)            a share in, or debenture of a Corporation;

(ii)          any interest in, or arising out of a policy of life insurance; or

(iii)         an interest in a partnership agreement, unless the agreement or proposed agreement

(aa) relates to an undertaking, scheme, enterprise or investment contract promoted

by or on behalf of a person whose ordinary business is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is, or is to become, a party to the agreement or proposed agreement; or

(bb) is or would be an agreement, within a class of agreements, prescribed by the Regulations for the purposes of this paragraph;

“primary dealer” means a body corporate which buys government securities directly from the government with the intention of reselling them to any other person;

“principal officer”

(a) in relation to a company, means any director or a person acting as director, secretary or employee of that company in senior management and a receiver and manager of a part of die undertaking of that company appointed under a power contained in

an instrument, and a liquidator of a company appointed in a voluntary winding up; and

(b) in relation to a partnership, means any partner including a sole surviving or continuing member of a firm or a person acting as such, a secretary or employee of that firm in senior management and a receiver and manager of a part of the undertaking of that firm appointed under a power contained in an instrument, and a liquidator of that firm appointed in a voluntary winding up;

“private equity fund” means an investment company which pools money to invest in private companies for the purpose of generating or making returns on their growth;

“redemption” in relation to an interest in a scheme, means the purchase of interest from an investor by the manager as a principal;

“registrar” means a firm which keeps records of a company’s share or bond holders, handles share or bond certificates and acts as an intermediary for the company in the payment of dividend or interest;

“Regulations” means die Regulations made under this Act;

“Republic” means the Republic of Ghana;

“relevant authority”

(a)  in relation to licensed broker-dealer of the exchange, means the stock exchange by which a company is recognized; and

(b)  in relation to any other person, means the Commission;

“rules”, in relation to a stock exchange, includes die rules governing the conduct of the stock exchange or its members and regulations made by die council of a stock exchange for the purpose;

“scheme” means a unit trust or mutual fund;

“scheme particulars” means particulars of a unit trust or mutual fund prepared and published in accordance with the Regulations;

“secondary market” means the financial market in which previously issued securities are bought and sold;

 “securities” include

(a) shares or debentures within the meaning of the Companies Act, 1963 (Act 179);

(b) loan instruments of a company;

(c) bonds or other loan instruments of the Government or the Government of any other country;

(d) bonds or other loan instruments of a corporation established under an enactment;

(e) rights or interest whether described as units or otherwise under any unit trust;

(f) warehouse receipts;

(g)a right or option in respect of any shares, debentures, bonds or notes;

(h) commodities futures, contracts, options or other derivatives;

(i) derivatives as defined under this Act; and

(ii) any other instruments as the Minister may by notice in the Gazette prescribe upon the recommendation of the Commission;

“securities business” includes dealings conducted by broker-dealers, fund managers, securities exchanges, underwriters issuing houses and credit rating agencies;

“securities exchange” means an exchange or approved trading facility such as a stock exchange, commodity exchange, metal exchange, petroleum exchange, options exchange, futures exchange, over the counter market and other derivatives exchanges that use instruments for trading;

“securities lending” means the temporary exchange of securities which requires collateral generally in cash or other securities of at least an equivalent value, with an obligation to redeliver a like quantity of the same securities on a future date and is in the nature of a securities loan, a repurchase agreement and a self-buy back agreement;

“self-regulatory organization” means a registered securities exchange or an organization of intermediaries which represents a particular segment of the securities market and is recognized by the Commission under this Act;

“share” means the interest of a member of a body corporate who is entitled to share in the capital or income of the body corporate;

“stock exchange” means a market, exchange, a facility or any other place at which or on which securities are offered for sale, purchase or exchange;

“substantial shareholder” means a shareholder entitled to exercise or control the exercise of thirty percent or more of the voting power at a general meeting of the company or a person who is in a position to control die composition of a majority of the board of directors of a company;

“trust account” means an account opened and maintained under section 159;

“trust deed” has the meaning assigned to it in section 61;

“trustee” means a corporate body in which the property subject to a trust created is or may be vested in accordance with die terms of the trust deed;

“underwriter” means a corporate body which buys securities outright from an issuer and sells them to open-market investors;

“units” means a portion or division of a unit trust fund, whether described as units or otherwise into which are divided the beneficial interest in the assets subject to a trust created under the scheme;

“unit trust” includes

(a) a collective investment scheme established under a trust deed; and

(b) a unit trust scheme;

“unit trust scheme” means an arrangement by which securities or any other charge other than a charge to secure the debentures of one body corporate, are vested in trustees and die beneficial interest in it is divided into units, sub-units or other interests by whatever name called with a view to an invitation being made to the public to acquire die units or any of them;

“venture capital fund” means an investment company which pools money to provide funding to early-stage, high potential, growth companies for the purpose of generating or making returns on their growth;

 “warehouse operator” means a person who for reward engages in the business of operating a warehouse for receiving, storing, handling of goods for compensation or an agent or employee of that person; and

“warehouse receipt” means an acknowledgement, in writing or electronic form, issued by a warehouse operator or the authorized representative of the warehouse operator of the receipt for storage of goods that are not owned by the warehouse operator.