(1) Every investment adviser and investment broker (or, in the case of an adviser or broker that is a body corporate or unincorporate, any of whose directors or secretary) who, during the 5 years preceding the date of giving investment advice or receiving investment money or investment property, as the case may be,—

• (a) Has been convicted of an offence against this Act, or of a crime involving dishonesty (as defined in section 2(1) of the Crimes Act 1961); or

• (b) Was a director or principal officer of a body corporate at the time the body corporate committed such an offence; or

• (c) Has been adjudged bankrupt; or

• (d) Has been prohibited by an Act or by a court from taking part in the management of a company or a business,—

shall, in accordance with section 5 of this Act, disclose that fact to the investor concerned before giving the investment advice or receiving the investment money or the investment property.

(2) Every investment broker who receives investment money or investment property shall, before receiving the money or property, disclose to the investor concerned, in accordance with section 5 of this Act, a brief description of the procedures of the broker (or, where the broker is acting in the course of his or her employment, of the employer) relating to the receipt and disbursement of the money or receipt and distribution of the property by the broker, including—

• (a) How payment or delivery of money or delivery of property should be made to the broker; and

• (b) Whether or not the money or property received by the broker will be held on trust for the investor, and will be so held until it is disbursed or distributed in accordance with the investor's instructions; and

• (c) What records will be kept by the broker in relation to the money or property, whether the investor has access to those records, and the terms of any such access; and

• (d) Whether or not the receipt, holding, and disbursement of the money and the receipt, holding, and distribution of the property, by the broker will be audited by an auditor and, if so, the name of the auditor; and

• (e) The extent, if any, to which the broker can use the money or property for the benefit of the broker or any other person; and

• (f) Such other information as is required to be disclosed under this subsection by regulations made under this Act.

(3) For the purposes of subsection (2)(d) of this section, the term auditor means a person who would, if the broker were an issuer of securities, be a qualified auditor within the meaning of section 2C of the Securities Act 1978.

(1) Every investment adviser shall, on request (whether made orally or in writing) by an investor to whom that adviser is giving or, during the preceding month has given, investment advice, disclose to that investor, as soon as practicable, and in any event not later than 5 working days after the request and in accordance with section 5 of this Act, such of the following information (current at the date of the request) as has not already been disclosed to the investor in accordance with that section:

• (a) The name of any relevant organisation with which the adviser has a relationship and a description of that relationship:

• (b) The types of securities about which the adviser gives advice; and, if the adviser gives advice only about securities of a particular issuer or particular issuers, a statement to this effect and the name of each of the issuers concerned:

• (c) Any qualifications of the adviser that are relevant to the giving of investment advice, when those qualifications were obtained, and a brief description of the extent to which the adviser has kept up to date the knowledge gained in obtaining those qualifications:

• (d) A brief description of the adviser's experience as an investment adviser:

• (e) Whether or not the adviser or an associated person has, or will or may have, a direct or indirect pecuniary or other interest in giving investment advice to the investor (being an interest that is reasonably likely to influence the adviser in giving the advice) and, if so, the nature of that interest:

• (f) Without limiting paragraph (e) of this subsection, if the adviser or an associated person has received, or will or may receive,—

  • (i) Directly or indirectly, from a person (other than the investor); and

  • (ii) In connection with the giving of the investment advice or a transaction resulting from the giving of the advice,—

  remuneration that is reasonably likely to influence the adviser in giving the advice, the nature and (to the extent practicable) the amount or rate of the remuneration, and the name of the person from whom the remuneration has been, or will or may be, received:

• (g) Such other information as is required to be disclosed under this subsection by regulations made under this Act.

(2) In this section, the term request means a request for any or all of the information referred to in paragraphs (a) to (g) of subsection (1) of this section.

Subject to regulations made under this Act, disclosure under this Act to an investor must,—

• (a) Unless the disclosure is made by way of broadcasting (within the meaning of the Broadcasting Act 1989), be made in writing; and

• (b) In the case of an investment adviser or investment broker, other than an employee of an investment adviser or investment broker, state the name, address, and business telephone number of the investment adviser or investment broker concerned; and

• (c) In the case of an investment adviser or investment broker who is an employee of an investment adviser or investment broker, state the name of that employee; and

• (d) Be either received by the investor or delivered or sent to the investor at the investor's last known address or an address (including an electronic address) specified by the investor for this purpose.

Disclosure under this Act must not be deceptive, misleading, or confusing in a material respect at the time that it is made.

(1) Where a person—

• (a) Has been convicted of an offence against this Act, or of a crime involving dishonesty (as defined in section 2(1) of the Crimes Act 1961); or

• (b) Has failed, more than once, to comply with this Act; or

• (c) Was a director or principal officer of a body corporate at the time the body corporate committed such an offence or so failed,—

the Court may make an order prohibiting or restricting the person from doing all or any of the following things:

• (d) Giving investment advice to, or receiving investment money or investment property from, the public:

• (e) Acting as a director, or taking part directly or indirectly in the management or control, of any company or business that is an investment adviser or an investment broker:

• (f) Being an employee, or acting as agent, of an investment adviser or an investment broker in a capacity that allows the person to take part in the giving of investment advice to, or receiving investment money or investment property from, the public.

(2) Any person may, with the leave of the Court, apply to the Court for an order under this section.

(3) An order under this section—

• (a) May be for a specified period of time or without any time limit, and may be made on such terms and conditions as the Court thinks fit; and

• (b) May be cancelled or varied at any time by the Court.

(4) In proceedings under this section, the Court may make an order for the payment by a party to the proceedings of the whole or part of the full costs (including reasonable costs incurred between solicitor and client, fees, and other expenses) incurred by any other party to the proceedings, and, in any such case, the costs so awarded are recoverable as a debt by the party against whom they have been awarded to the party in whose favour they have been awarded.

(1) The Court may, on the application of any person made with the leave of the Court, grant an injunction restraining a person from engaging in conduct that constitutes or would constitute a contravention of a provision of this Act or an attempt to contravene such a provision.

(2) The Court may, at any time, rescind or vary an injunction granted under this section.

(3) Where an application is made to the Court under this section for the grant of an injunction restraining a person from engaging in conduct of a particular kind, the Court may,—

• (a) If it is satisfied that the person has engaged in conduct of that kind—

  • (i) Grant an injunction restraining the person from engaging in conduct of that kind; or

  • (ii) If, in the opinion of the Court, it is desirable to do so, grant an interim injunction restraining the person from engaging in conduct of that kind,—

  whether or not it appears to the Court that the person intends to engage again, or to continue to engage, in conduct of that kind; or

• (b) If it appears to the Court that, in the event that an injunction is not granted, it is likely that the person will engage in conduct of that kind,—

  • (i) Grant an injunction restraining the person from engaging in conduct of that kind; or

  • (ii) If, in the opinion of the Court, it is desirable to do so, grant an interim injunction restraining the person from engaging in conduct of that kind,—

  whether or not the person has previously engaged in conduct of that kind and whether or not there is an imminent danger of substantial damage to any person if the first-mentioned person engaged in conduct of that kind.

Where, on the application of any person made with the leave of the Court, the Court is satisfied that a person has engaged in conduct constituting a contravention of a provision of this Act, the Court may (whether or not that person has previously engaged in such conduct), make an order requiring that person, or any other person involved in the contravention, to disclose, at that person's own expense, to the public, or to a particular person or to persons of a particular class, in such manner as is specified in the order, such information, or information of such kind, as is so specified, being information that is in the possession of the person to whom the order is directed or to which that person has access.

(1) Where, on the application (made with the leave of the Court) of any person—

• (a) Who has received investment advice from an investment adviser; or

• (b) Whose investment money or investment property has been paid or delivered to an investment adviser or an investment broker,—

the Court is satisfied that the adviser or broker has engaged in conduct constituting a significant contravention of a provision of this Act, the Court may (whether or not that adviser or broker has previously engaged in such conduct and whether or not the person has suffered any loss as a result of the conduct), make an order requiring that adviser or broker to pay to the person an amount determined by the Court not exceeding,—

• (c) If the adviser or broker is an individual, $10,000; or

• (d) In any other case, $30,000—

together with the costs (including reasonable costs incurred between solicitor and client, fees, and other expenses) incurred in respect of the proceedings.

(2) Proceedings under this section may be commenced at any time within 3 years after the contravention occurred.

(1) Every person who, without reasonable excuse, contravenes any of the provisions of this Act commits an offence and is liable on summary conviction, to a fine not exceeding,—

• (a) If the person is an individual, $10,000; or

• (b) In any other case, $30,000.

(2) Where a person is convicted, whether in the same or separate proceedings, of 2 or more offences in respect of contraventions of the same provisions of this Act and those contraventions are of the same or a substantially similar nature and occurred at or about the same time, the aggregate amount of any fines imposed on that person in respect of those convictions shall not exceed the amount of the maximum fine that may be imposed in respect of a conviction for a single offence.

(3) Proceedings under this section may be commenced at any time within 3 years after the matter giving rise to the contravention arose.

(1) The Governor-General may from time to time, by Order in Council, in accordance with the recommendation of the Securities Commission, make regulations for all or any of the following purposes:

• (a) Requiring information to be disclosed under section 3 or section 4 of this Act:

• (b) Prescribing the method of disclosure under this Act:

• (c) Providing for such other matters, not inconsistent with this Act, as are contemplated by or necessary for giving full effect to the provisions of this Act and for its due administration.

(2) The provisions of section 70(3) of the Securities Act 1978, including the provisos, shall apply in relation to any recommendation by the Securities Commission.