the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with directions, instructions or wishes of that person in relation to that security;

that person has a controlling interest in the body corporate; or

that person is, or the associates of that person or that person and his associates are, entitled to exercise or control the exercise of not less than fifteen per cent of the votes attached to the voting shares in the body corporate.

where he or she has entered into a contract to purchase a security;

where he or she has a right, otherwise than by reason of having an interest under a trust, to have a security transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfillment of a condition or not;

where he or she has the right to acquire a security, or an interest in a security, under an option, whether on the fulfillment of a condition or not; or

where he or she 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 a security, not being a security of which he or she is the registered holder.

an interest in a security if the interest is that of a person who holds the security as bare trustee;

an interest in a security of a person whose ordinary business includes the lending of money if he or she holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;

an interest of a person in a security being an interest held by him or her by reason of his holding a prescribed office; and

a prescribed interest in a security being an interest of such person, or of the persons included in such class of persons as is prescribed.

its remoteness;

the manner in which it arose; or

the fact that the exercise of a right conferred by the interest is, or is capable of being made, subject to restraint or restriction.

suing and being sued;

taking, purchasing or otherwise acquiring, holding, charging and disposing of both movable and immovable property;

borrowing and lending money;

entering into contracts; and

doing or performing all such other things or acts necessary for the proper performance of its functions under this Act which may lawfully be done by a body corporate.

a Chairperson to be appointed by the President on the recommendation of the Cabinet Secretary;

six other members appointed by the Cabinet Secretary;

the Principal Secretary to the National Treasury or a person deputed by him or her in writing for the purposes of this Act;

the Governor of the Central Bank of Kenya or a person deputed by him or her in writing for the purposes of this Act;

the Attorney-General or a person deputed by him or her in writing for the purposes of this Act;

the chief executive of the Authority.

he or she delivers to the Cabinet Secretary a written resignation of his appointment;

on the advice of the Authority, the Cabinet Secretary removes him or her from office on the grounds that he or she is incapacitated by mental or physical illness or is otherwise unable or unfit to discharge the functions of a member or is unable to continue as a member;

he or she has been absent from three consecutive meetings of the Authority without leave or good cause;

he or she is adjudged bankrupt or enters into a composition scheme or arrangement with his creditors;

he or she is sentenced by a court to imprisonment for a term of six months or more; or

he or she is convicted of an offence involving dishonesty, fraud or moral turpitude.

has at least ten years’ experience at a senior management level in matters relating to law, finance, accounting, economics, banking or insurance; and

has expertise in matters relating to money or capital markets or finance.

the development of all aspects of the capital markets with particular emphasis on the removal of impediments to, and the creation of incentives for longer term investments in, productive enterprises;

to facilitate the existence of a nationwide system of securities commodities market and derivatives market and brokerage services so as to enable wider participation of the general public in the securities commodities market and derivatives market;

the creation, maintenance and regulation of a market in which securities can be issued and traded in an orderly, fair and efficient manner, through the implementation of a system in which the market participants are self-regulatory to the maximum practicable extent;

the protection of investor interests;

the facilitation of a compensation fund to protect investors from financial loss arising from the failure of a licensed broker or dealer to meet his contractual obligations; and

the development of a framework to facilitate the use of electronic commerce for the development of capital markets in Kenya.

the transfer and dissemination of market information to a wider number of users within and between networks;

the offer, distribution or delivery in electronic form of securities or services ordinarily provided by licensed persons; and

the execution of securities transactions without the need for parties to the transaction to be physically present at the same location.

advise the Cabinet Secretary on all aspects of the development and operation of capital markets;

implement policies and programmes of the Government with respect to the capital markets;

employ such officers and servants as may be necessary for the proper discharge of the functions of the Authority;

to issue guidelines and notices on all matters within the jurisdiction of the Authority under this Act;

to grant a licence to any person to operate as a stockbroker, derivatives broker, dealer or investment adviser, fund manager, investment bank, central depository or authorised securities dealer, and ensure the proper conduct of that business;

to grant approval to any person to operate as a securities exchange, commodity exchange, derivatives exchange, credit rating agency, registered venture capital company or to operate in any other capacity which directly contributes to the attainment of the objectives of this Act and to ensure the proper conduct of that business;

regulate spot commodity markets;

recognize any person duly licensed by a prescribed foreign authority to carry on any licensed activity in Kenya which requires a license or an approval under this Act;

register, approve and regulate collective investment schemes;

license, approve and regulate private equity and venture capital companies that have access to public funds;

inquire, either on its own motion or at the request of any other person, into the affairs of any person which the Authority has approved or to which it has granted a licence and any public company the securities of which are publicly offered or traded on an approved securities exchange or on an over the counter market;

give directions to any person which the Authority has approved or to which it has granted a licence and any public company the securities of which are publicly offered or traded on an approved securities exchange or on an over the counter market;

conduct inspection of the activities, books and records of any persons approved or licensed by the Authority;

deleted by Act No. 9 of 2007, s. 46(b);

deleted by Act No. 9 of 2007, s. 46(b);

appoint an auditor to carry out a specific audit of the financial operations of any collective investment scheme or public company the securities of which are publicly offered or traded on an approved securities exchange or on an over the counter market, if such action is deemed to be in the interest of the investors, at the expense of such collective investment scheme or company;

grant compensation to any investor who suffers pecuniary loss resulting from the failure of a licensed broker or dealer to meet his contractual obligations;

have recourse against any person whose act or omission has resulted in a payment from the Compensation Fund;

act as an appellate body in respect of appeals against any self regulatory organization securities or exchange-traded derivatives contracts exchange, derivatives exchange or central depository in actions by parties aggrieved thereby;

co-operate or enter into agreements for mutual co-operation with other regulatory authorities for the development and regulation of cross-border activities in capital markets;

regulate and oversee the issue and subsequent trading, both in primary and secondary markets, of capital market instruments;

regulate the use of electronic commerce for dealing in securities or offer services ordinarily carried out by a licensed person;

trace any assets, including bank accounts, of any person who, upon investigation by the Authority, is found to have engaged in any fraudulent dealings in an issuer and its securities or insider trading;

in writing, order caveats to be placed against the title to such assets or prohibit any such person from operating any such bank accounts as may be directed by the Authority, pending determination of any charges instituted against that person;

prescribe notices or guidelines on corporate governance of a company whose securities have been issued to the public or a section of the public;

ensure processing of personal data in the operations of capital markets is in accordance with principles set out under the Data Protection Act (Cap. 411C);

do all such other acts as may be incidental or conducive to the attainment of the objectives of the Authority or the exercise of its powers under this Act.

a committee of the Board;

a recognized self regulatory organization; or

an authorized person.

listing and de-listing of securities on a securities exchange;

the keeping and proper maintenance of books, records, accounts and audits by all persons approved or licensed by the Authority and regular reporting by such persons to the Authority of their affairs;

the operations of any other bodies corporate or persons dealing with capital market instruments;

the procedure for the participation of foreign investors in the securities market;

collective investment schemes;

registered venture capital companies;

credit rating agencies;

the issue and subsequent trading in Kenya, of offers approved outside Kenya;

the issue, transfer, clearing and settlement of securities;

securities clearing and settlement or depository organisations;

the operations and supervision of online forex trading activities and online forex brokers;

fund managers;

spot commodity trading and commodity markets;

investment banks;

authorized securities dealers;

self regulatory organizations;

the use of money raised from the issue of securities, in cases in which the securities are issued to raise money for a specified purpose;

the financial penalties or sanctions for breach of rules, guidelines or notices made or issued by the Authority or non-compliance with the requirements imposed by the Authority;

the fees payable annually by a securities exchange, derivatives exchange or central depository or for securities or exchange-traded derivatives contracts' transactions, licences and approvals required by this Act to be issued or granted on an application to the Authority;

the disclosure requirements and other terms and conditions on which securities or exchange-traded derivatives contracts may be listed or de-listed from a securities exchange or a derivatives exchange, respectively, or offered for sale to the public or a section thereof.

take into account and be consistent with the objective of promoting and maintaining an effective and efficient securities market; and

be exposed for comment by stakeholders and the general public for a period of thirty days through notification in at least two daily newspapers of national circulation and the electronic media.

deleted by Act No. 35 of 2012, s. 3(b)(ii).

the standards to be adhered to by regulated persons in the conduct of their business;

the attainment of any objectives of the Authority;

any matter relating to any power, duty or function conferred or imposed on the Authority under this Act or any other legislation administered by the Authority;

the supervision of persons licensed by a prescribed foreign regulatory authority; and

the operation of any provision of this Act or any other legislation vesting responsibility in the Authority.

vet proposed significant shareholders, proposed beneficial owners, proposed directors and senior officers of a reporting institution;

conduct onsite inspection;

conduct offsite surveillance;

undertake consolidated supervision of a reporting institution and its group;

compel the production of any document or information the Authority may require for the purpose of discharging its supervisory mandate under the Proceeds of Crime and Anti-Money Laundering Act (Cap 59A);

impose monetary, civil or administrative sanctions for violations related to anti-money laundering, combating the financing of terrorism countering proliferation financing purposes;

issue regulations, guidelines, directions, rules or instructions for anti-money laundering, combating the financing of terrorism and countering proliferation financing purposes;

cooperate and share information for anti-money laundering, combating the financing of terrorism and countering proliferation financing purposes; and

take such action as is necessary to supervise and enforce compliance by reporting institutions in line with the provisions of the Proceeds of Crime and Anti-Money Laundering Act (Cap 59A) and any regulations, guidelines, rules, instruction or direction made or issued thereunder.

are enforced or administers by that regulatory body; or

relate to securities transactions regulated by that regulatory body,

it is desirable or expedient that the assistance requested should be provided in the interest of the public; or

the assistance shall assist the regulatory body in the discharge and performance of its functions.

pay the Authority any of the costs and expenses incurred in providing the assistance; and

be able and willing to provide reciprocal assistance within its jurisdiction in response to a similar request for assistance from Kenya.

to enter any premises between sunrise and sunset to search for money, documents or other assets relevant to the inquiry;

to seize money, documents or assets which may be necessary for the inquiry or for which the purpose of civil or criminal proceedings and to retain them for as long as they are so required; and

to direct any person who has control over such assets to take any action with respect to such assets as the Authority may reasonably require with a view to protecting the assets until the court determines the appropriate course of action.

an offence has been committed under this Act; or

a director, manager or employee of a licensee, approved person or an issuer or any other person, may have engaged in embezzlement, fraud, misfeasance or other misconduct in an issuer, licensee or approved person in connection with its regulated activity; or

the manner in which a licensed or approved person has engaged or is engaging in the regulated activity is not in the interest of the person's clients or in the public interest, the Authority may in writing depute a suitably qualified person to conduct investigations into the matter on behalf of the Authority.

to produce to the investigator, within such time and at such place as the investigator may require in writing, any record or document specified by the investigator which is, or may be, relevant to the investigation, and which is in the possession or under the control of that person;

to give an explanation or further particulars in respect of any record or document produced under paragraph (a);

to attend before the investigator at the time and place specified in writing by the investigator, and to the best of his ability under oath or affirmation answer any question relating to the matters under investigation as the investigator may put to him or her; and

to assist the investigator with the investigation to the best of the person's ability.

a committee to hear and determine complaints of shareholders of any public company listed on an authorized securities exchange, relating to the professional conduct or activities of such securities exchange or such public company, or any other person under the jurisdiction of the Authority and recommend actions to be taken, in accordance with rules established by the Authority for that purpose; and

a committee to make recommendations with respect to assessing and awarding compensation in respect of any application made in accordance with rules established by the Authority for that purpose.

all such sums of money as may be paid as fees under this Act; and

all such sums of money as may be received by the Authority for its operations from any other source approved by the Cabinet Secretary.

such moneys as are required to be paid into the Compensation Fund by licensed persons;

such sums of money as are paid under this Act as fines or penalties or under section 34 as ill-gotten gains where those harmed are not specifically identifiable;

such sums of money as accrue from interest and profits from investing Compensation Fund moneys;

such sums of money recovered by or on behalf of the Authority from entities whose failure to meet their obligations to investors result in payments from the Compensation Fund;

interest deemed to accrue on the proceeds of a public issue or offer for sale of shares of a company listed or to be listed on an approved securities exchange, between the closing date and the date of dispatch of refund cheques, or, where there is no refund, the date of dispatch of share certificates or crediting of securities accounts, to be determined at the rate prescribed by the Authority;

deleted by Act No. 48 of 2013, s. 9(a);

such sums of money as are received for purposes of the Compensation Fund from any other source approved by the Cabinet Secretary.

this provision shall not apply to any officer of the Authority;

the reward payable under this subsection shall be three per cent of the amount recovered subject to a maximum of five million shillings; and

the reward referred to in paragraph (a) shall be paid before the recovered sums of money are transferred to the Fund.

colludes with an officer of the Authority for the purpose of collecting the reward under subsection (2A);

while working at the Authority aids another person to get and provide information under subsection (2A);

provides false information under subsection (2A),

has a constitution and internal rules and policies which are consistent with this Act or related legislation;

has the capacity and financial and administrative resources necessary or desirable to carry out its functions as a self-regulatory organization, including dealing with a breach of the law or of any other applicable standards or guidelines;

is a fit and proper person;

has competent personnel for the carrying out of its functions; and

satisfies such other criteria as may be specified by the Authority.

the function or power delegated to the self-regulatory organization;

the extent of disciplinary powers delegated and the scope of sanctions which may be imposed;

the terms and conditions upon which the power or function has been delegated and may be exercised;

the persons authorized to exercise the delegated powers or functions on behalf of the self-regulatory organization;

the manner in which a self-regulatory organization shall submit periodical reports to the Authority in respect of the exercise of a delegated power or function; and

any other matter which the Authority may prescribe.

management structures and shareholding rights of the self-regulatory organization taking into consideration the interests, rights and liabilities of its members, consumers, investors and users of their services;

rules of membership and conditions for approval and admission of members;

the procedure for dispute resolution between members, users, investors and their clients and the right of appeal to the Authority or other relevant primary regulator;

the rules and procedures of the self-regulatory organization relating to reporting and accountability to any primary regulator other than the Authority; and

mechanisms of protecting personal data of the data subjects in compliance with the Data Protection Act (Cap. 411C).

suspend any provision of the constitution or rules of a self-regulatory organization for a period specified in the direction;

require a self-regulatory organization, subject to the Companies Act (Cap. 486) or any other law, to amend its constitution in the manner specified in the direction so as to bring it in conformity with this Act, or any other law;

require a self-regulatory organization to amend its rules; or

require a self-regulatory organization to implement or enforce its constitution or its rules.

a report on the corporate governance policy of the self-regulatory organization;

financial statements prepared and audited in accordance with the accounts and audit requirements for regulated persons; and

such other requirements as may be specified by the Authority.

there is or has been an adverse change in the risks inherent in the business of a self-regulatory organization with the potential to jeopardize the ability of the self-regulatory organization to continue as a going concern;

the self-regulatory organization may be in contravention of any provisions of this Act, or directions issued by the Authority;

a financial crime has been or is likely to be committed; or

serious irregularities have occurred,

that the applicant is a limited liability company whose liability is limited by shares, or as may be prescribed by the Authority;

that the applicant’s board of directors is constituted in a manner prescribed by the Authority;

the applicant has made and adopted rules in compliance with the Act and any Regulations made thereunder.

a stated policy, practice or interpretation with respect to the meaning, administration or enforcement of an existing rule;

a proposal establishing or changing a fee or other charge; or

a proposal dealing solely with the administration of the exchange or other matters which the Authority may specify.

in the interest of the public; or

for the protection of the interests of investors.

the clearing or settlement of securities or exchange-traded derivatives contracts and the making of adjustments to contractual obligations arising out of those securities transactions or exchange-traded derivatives contracts;

the trading or the termination of trading on or through the facilities of that securities exchange, commodities exchange or derivatives exchange;

the manner in which a securities exchange, commodities exchange carries on its business, including the reporting of off-market trades by trading participants of the securities exchange; or

any other matter that the Authority may consider necessary for the effective administration of this Act.

there is in place, an act of Government affecting securities or commodities;

there is a major market disturbance which prevents the market from accurately reflecting the forces of supply and demand for such securities or commodities;

there is a threatened or actual manipulation of the market;

terminating trading on a securities market or a derivatives market or trading of a specific security or a exchange-traded derivatives contract;

suspending trading on a securities market or derivatives market or trading of a specific security;

confining trading to liquidation of securities or exchange-traded derivatives contracts' positions;

ordering the liquidation of all positions or part thereof or the reduction in such positions;

limiting trading to a specific price range;

modifying the trading days or hours;

altering the conditions of delivery;

fixing the settlement price at which exchange-traded derivatives contracts' positions are to be liquidated;

requiring any person to act in a specified manner in relation to trading in securities or any class of securities or exchange-traded derivatives contracts or any class of exchange-traded derivatives contracts;

requiring margins or additional margins for any securities or exchange-traded derivatives contracts; and

modifying or suspending any of the rules of a securities exchange or a derivatives exchange.

set emergency margin levels in any securities or class of securities or any exchange-traded derivatives contracts or class of exchange-traded derivatives contracts;

set limits that may apply to market positions acquired in good faith prior to the date of the direction of the Authority; or

take such other action as the Authority may consider necessary to maintain or restore fair, efficient and transparent trading in any securities or class of securities or exchange-traded derivatives contracts or class of exchange-traded derivatives contracts, or liquidation of any position in respect of exchange-traded derivatives contracts or class of exchange-traded derivatives contracts.

the derivatives exchange fails to comply with a condition or restriction imposed under subsection (2); or

the Authority considers that it would be contrary to the interests of the investing public to permit the trading in that exchange-traded derivatives contract to continue.

buy or sell or agree to buy or sell, under an exchange-traded derivatives contract traded on the derivatives market of or subject to the rules of a derivatives exchange, any number of contracts in excess of the trading limits fixed for one business day or any other stated period set by the Authority; or

hold or control a gross buy or sell position under an exchange-traded derivatives contract traded on the derivatives market of or subject to the rules of a derivatives exchange in excess of any position limit fixed by the Authority.

fixing different trading or position limits for different exchange-traded derivatives contracts, different delivery months or for different days remaining until the last day of trading in an exchange-traded derivatives contract; or

exempting transactions under this section.

financial status or solvency of the person;

educational or other qualifications or experience of the person, having regard to the nature of the functions which, if the application is granted, the person shall perform;

status of any other licence or approval granted to the person by any financial sector regulator;

ability of the person to carry on the regulated activity competently, honestly and fairly; and

take into account whether the applicant has established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory requirements; and

have regard to the state of affairs of any other business which the person carries on or purports to carry on.

that the amount of the loss is quantified and proved to the Authority by the person making the claim; and

that notice is served by the Authority on the person expected to make the restitution, containing details of the amount claimed and informing them of their right to be heard.

a breach of trading rules of a securities exchange by a licensed person shall be double the brokerage commission payable to the licensed person on the relevant trade, or double the annual fees, whichever is higher;

failure to comply with a reporting requirement by an issuer or a licensed person shall be double the applicable prescribed annual listing fee or license fee, whichever is higher, for every calendar quarter during which the reporting requirement remains outstanding; and

failure on the part of the securities exchange to enforce and ensure compliance with this Act and the rules of the exchange as approved by the Authority, shall be equal to the annual license fee of the securities exchange.

goes into liquidation or an order is issued for the winding up of the licensed person;

carries out any activity outside the scope of the licensed or approved activities;

has a receiver or a manager appointed on all or a substantial part of the property of the company;

ceases to carry on the licensed business for a period of more than thirty days unless it has obtained the approval of the Authority to do so;

any of its directors or key employees has not, in the opinion of the Authority, performed their duties honestly and fairly;

has contravened or failed to comply with any condition applicable in respect of the licence;

fails to comply with a direction of the Authority;

fails to provide the Authority with such information as it may require;

provides false or misleading information;

for any other reason, is no longer fit and proper person to hold a license; or

is in breach of any other provision under this Act.

void or affect an agreement, transaction or arrangement entered into by a licensed person on the securities market of a securities exchange or derivatives exchange before the revocation or suspension; or

affect the right, obligation or liability of any person arising under the agreement, transaction or arrangement.

require the licensed person to transfer to its client, records relating to client property or the affairs of the client held at any time for the client, in such manner, as the Authority may specify in the notice; or

before the thirtieth day of April in each year, cause the names and addresses of all persons licensed or approved to be published in the Gazette; and

within thirty days of suspension or revocation of a licence, cause the names of any persons whose licence is suspended or revoked to be published in the Gazette.

his name;

the address of the principal place at which he or she carries on the licensed business; and

the name or style under which the business is carried on if different from the name of the holder of the licence.

that the applicant is such legal entity as may be prescribed in the Regulations as the Authority may prescribe or is duly constituted as a collective investment scheme;

deleted by Act No. 35 of 2012, s. 7;

that at least one the director, chief executive officer or such other person who directs, conducts, manages or supervises the business of the applicant has satisfied such minimum qualification requirements as may be prescribed;

in the case of a stockbroker, dealer or other person prescribed by the Authority that the applicant company has lodged security in such sum as may be determined by the Authority or an equivalent bank guarantee or bond with the securities exchange in which it is a trading participant or with the Authority or other person approved by the Authority as the case may be;

that the applicant company has the necessary administrative capacity to carry on business for which the licence is required;

in the case of an application for a stockbroker’s licence, that the applicant shall carry on business solely on behalf of clients;

in the case of an application for a dealer’s licence, that the applicant shall carry on business solely on the applicant’s own behalf;

in the case of an application for a derivatives broker licences, that the applicant may carry on business either on behalf of clients or on the applicant’s own behalf, or both;

deleted by Act No. 35 of 2012, s. 7.

fulfils all the requirements imposed by the Authority and the relevant securities exchange, derivatives exchange or any self-regulatory organization; and

pays an admission fee which has been approved by the Authority.

control or be beneficially entitled, directly or indirectly, to more than thirty three and a third percent of the issued share capital or voting rights in a company;

appoint more than one-third of the members of the Board of directors; or

to more than twenty-five percent of the listed share capital or voting right;

to appoint more than one quarter of the members of the Board of Directors; or

to receive more than twenty-five percent of the aggregate dividends and interest on shareholders loans to be paid in any given financial year,

a stockbrokerage;

an investment bank;

a fund manager; or

derivatives broker;

such other class of licensee as may be prescribed by the Authority by notice in the Gazette.

in the case of a unit trust or investment company, satisfactory proof that the proposed collective investment scheme is lawfully constituted in Kenya;

in the case of a mutual fund, proposed incorporation documents and such other information or documents as may be stipulated by the Authority; and

an application in the prescribed form for registration as a collective investment scheme accompanied by the prescribed fee.

invites another person to enter into an agreement for, or with a view to subscribing for or otherwise acquiring or underwriting any securities; or

invites another person to make an offer under paragraph (a).

the offer is not calculated to result, directly or indirectly, in the securities of the company being available to persons other than those receiving the offer; or

otherwise being a private concern of the person receiving the offer and the person making the offer.

makes a false, misleading or deceptive statement in a prospectus; or

the statement was immaterial; or

he or she had reasonable grounds to believe and did, up to the time of the issue of the prospectus, that the statement was true.

an issuer of securities to which a prospectus relates;

each person who accepts, and is stated in the prospectus or supplementary prospectus as accepting, responsibility for, or for any part of, the prospectus or supplementary prospectus;

the offeror of the securities, where the offer or is not the issuer;

where the offeror is a body corporate, but is not the issuer and is not making the offer in association with the issuer, each person who is a director of that body corporate at the time when the prospectus or supplementary prospectus is published; and

each person not falling within paragraphs (a) to (e) who has authorized the contents of, or of any part of, the prospectus or supplementary prospectus.

under subsection (1)(a) or (b), unless the issuer has made or authorized the offer in relation to which the prospectus or supplementary prospectus is published; or

under subsection (1)(b), (c), (e) or (f), if such prospectus or supplementary prospectus is published without his or her knowledge or consent and on becoming aware of its publication, he or she gives reasonable notice to the public and to the Authority that the prospectus or supplementary prospectus was published without his knowledge or consent.

is necessary to enable them appraise the financial position and the state of corporate governance of the issuer and its subsidiaries;

is necessary to avoid the establishment of a false market in its securities; or

might be reasonably be expected to materially affect market activity in the price of its securities.

the direct origination of the assets into the securitisation trust; or

the sale, transfer or assignment of the assets to the trustee to be held under the terms of the securitisation trust in a manner which constitutes a true sale according to the laws of Kenya in relation to the particular type of asset, the laws governing the transaction or the jurisdiction or location of the assets.

the sale, transfer or assignment of the asset is recognized as such by the relevant law or law governing the transaction, and in such case, it shall not be necessary, in order to achieve a true sale and to satisfy the requirements of this Act that off balance sheet treatment is achieved under the accounting rules by the originator or the seller or that capital relief be provided by any other regulator.

be the custodian of the assets of a securitisation trust;

manage the operation of the securitisation trust and the securitisation transaction in a fiduciary capacity,

the trustee;

any creditors of the trustee;

any other claimants against the trustee; or

satisfy any liabilities of the trustee.

all matters relating to the structure, conduct of due diligence, cash flow and financial modelling; and

any information in the prospectus or an offering memorandum.

the trustee does not appoint a servicer appointed; or

the servicer retires or has been removed,

in addition to any contractual obligations which the servicer may have under the transaction documents, in conducting its role, owe a fiduciary duty to the trustee and the investors in the asset backed securities as beneficiaries of the securitisation trust; and

provide access to obligor, files and other documents, records data, systems, software, documentation and personnel information that the trustee or any auditor may require to fulfil its obligations under the securitisation trust transaction.