Listing on the Mutual Fund Markets

legal requirements

The Issuer must provide evidence that it has been formed and registered under the appropriate legislation to which it is subject. Issuers incorporated in Trinidad and Tobago must be registered as companies under the Companies Act. Issuers incorporated outside of Trinidad and Tobago must be registered as external companies under the Companies Act.

Registration

The Issuer must provide evidence that it and the fund have complied with all the requirements in the Guidelines for Collective Investment Schemes issued by the TTSEC and that it has been registered as an Issuer of Collective Investment Schemes with the TTSEC.

Prospectus

The Issuer must submit a prospectus that has been approved by the TTSEC. An Issuer that is cross listing on the TTSE must submit an information memorandum that has been approved by the TTSEC. The prospectus or information memorandum must be submitted to the TTSE for review before a final version is submitted to the TTSEC. The primary concern of the TTSE in this regard is ensuring that all required information is disclosed thereby enabling potential investors to make accurate assessments of the securities being offered for sale.

classes of securities

All securities issued in a particular class must be listed.

Public Distribution

The Issuer must ensure that a sufficient portion, which shall normally be 25% of any class of securities issued, is in the hands of the public, that is, persons who are not associated with the Senior Officers, Connected Persons and the holders of the ten (10) largest blocks of securities. Companies applying to list on the Mutual Fund Market must have a minimum of one hundred (100) shareholders. The Board of Directors of the TTSE may exercise its discretion in listing a security that has a lower proportion of its securities held by the public if, in its view, an effective and fair market can be made in the security.

trustee

The Trustee for a fund must act in accordance with the Guidelines for Collective Investment Schemes issued by the TTSEC and any other legislation that governs the operations of a trustee.

manager

The fund manager must qualify to act in this capacity based on the requirements outlined in the Guidelines for Collective Investment Schemes issued by the TTSEC.

custodian

The fund custodian must qualify to act in this capacity based on the requirements outlined in the Guidelines for Collective Investment Schemes issued by the TTSEC.

Transferability

All securities must be freely transferable.

Registrar and Transfer Agent

The fund Issuer must appoint a registrar and transfer agent in Trinidad and Tobago for the fund. A fund that is not incorporated under the laws of Trinidad and Tobago but issues securities in Trinidad and Tobago must have a sub-registrar in Trinidad and Tobago.

Clearing and Settlement

The Issuer must submit an application to become a participant of the TTCD in order to facilitate the clearing
and settlement of transactions executed on the Exchange’s electronic trading system.

auditor

The fund must appoint an independent auditor to carry out the audit of its annual financial statements.

Market Capitalization

The securities to be listed on the Mutual Fund market must have a minimum initial market capitalization of
TT$4,000,000.00.

The Board of Directors of the TTSE may exercise its discretion in listing a security that has a lower initial
market capitalization if, in its view, an effective and fair market in the security can be made.

Net Asset Value (NAV)

The fund must calculate its NAV each business day in accordance with the Guidelines for Collective Investment Schemes issued by the TTSEC and publish it in accordance with the TTSE Rules.

Mutual Fund Market Listing Application

The following documents and information must be submitted by a sponsoring Stockbroker along with an
application to list:

  • 1. Name of Issuer.
  • 2. International Securities Identification Number (ISIN) (if available).
  • 3. Listing Date.
  • 4. Number and description of securities.
  • 5. Issue Price.
  • 6. Issue Currency.
  • 7. Evidence that a registrar and transfer agent or sub-registrar has been appointed.
  • 8. A certified extract of the Board minutes authorizing the application to list on the TTSE.
  • 9. Completed and signed Listing Agreement.
  • 10. Evidence that the fund Issuer and fund have been registered with the TTSEC.
  • 11. A prospectus approved by the TTSEC.
  • 12. Certified copy of the Issuer’s Memorandum and Articles of Association.
  • 13. Certified copy of the incorporation documents of the Issuer.
  • 14. Certified copy of the incorporation documents for the Issuer.
  • 15. Certified copy of Trustee Deed/Declaration of Trust.
  • 16. Certified copy of Custodian Agreement.
  • 17. Certified copy of Management Agreement.
  • 18. Certified copy of Investment Adviser Agreement.
  • 19. Certified copy of Administrative Services Agreement.
  • 20. Certified copy of any other Legal Documents/Managerial Agreements constituting the fund.
  • 21. Copy of audited financial statements for the preceding three years where available.

Upon receipt of this information the TTSE and the TTCD will add the company and its security to the trading
and settlement systems. The company may make a request to the TTSE for a symbol to be assigned to the
security.

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