The Federal Military Government here by decrees as follows:

1.     (1)     There is hereby established a body to be known as Establishment the Securities and Exchange Commission (in this Decree referred to as "the Commission ").

(2)     The Commission -

(a)     shall be a body corporate with perpetual succession and a common seal;

(b)     may sue and he sued in its corporate name; and

(c)     may acquire, hold or dispose of any property, movable or immovable for the purpose of carrying out any of its functions under this Decree.

(3)     The headquarters of the Commission shall he situated in the Federal Capital Territory, Abuja, and the Commission may, with the approval of the Minister, establish zonal offices of the Commission in any State of the Federation.

2.     (1)     The Commission shall consist of -

(a)     a Chairman;

(b)     One person not below the rank of Director to represent the Ministry;

(c)     one person not below the rank of Director to represent the Central Bank of Nigeria;

(d)     two full time Commissioners who shall be persons with ability, experience and specialised knowledge in Capital market matters;

(e)     the Director-General of the Commission; and

(f)     five other Commissioners who shall be persons with proven ability and expertise in corporate matters generally.

(2)     The Chairman and the Commissioners referred to in paragraphs (d) and (e) of subsection (1) shall be appointed by the Head of State, Commander-in-Chief of the Armed Forces on the recommendation of the Minister.

(3)     The members of the Commission, other than the Director-General and the two full time Commissioners, shall be part-time members of the Commission.

(4)     The supplementary provisions set out in the First Schedule to this Decree shall have effect with respect to the proceedings of the Commission and the other matters contained therein.

3.    (l)     The two full time Commissioners shall hold office in the first instance for a term of four years and may be re-appointed for a further term of four years and no more.

(2)    The part-time Commissioners (other than the ex-officio Commissioners) shall each hold office for a term of three to five years and no more.

4.    (l)     A Commissioner shall cease to hold office if -

(a)     he becomes of unsound mind;

(b)     he becomes bankrupt or he makes a compromise with his creditors; or

(c)     he is convicted of a felony or any offence involving dishonesty; or

(d)     he is guilty of serious misconduct in relation to his duties; or

(e)     in the case of a person who has a professional qualification, he is disqualified or suspended (other than at his own request) from practising his profession in any part of Nigeria by the order of any competent authority made in respect of him personally.

6.    (1)     A member of the Commission who is directly or indirectly interested in -

(a)     the affairs of any company or enterprise, deliberated upon by the Commission; or

(b)     any contract made or proposed to be made by the Commission

(2)     A disclosure made under subsection (1) of this section shall be recorded in the minutes of the Commission and the member shall -

(a)     not, after the disclosure, take part in any deliberation or decision of the Commission with regard to the subject mailer m respect of which his interest is so disclosed;

(b)     be excluded for the purpose of constituting a quorum of the Commission for any deliberation or decision on the subject 'matter.

8.     The Commission shall -

(a)     regulate investment and securities business in Nigeria as defined in this Decree;

(b)     register and regulate Securities Exchanges, Capital, Trade Points, Futures, Options and Derivatives Exchanges, Commodity Exchanges and any other recognized Investment Exchanges;

(c)     register securities to be offered for subscription or sale to the public;

(d)     render assistance in all aspects including funding as may be deemed necessary to promoters and investors wishing to establish Securities Exchanges and Capital Trade Points;

(e)     prepare adequate guidelines and organise training programmes and disseminate information necessary for the establishment of Securities Exchanges and Capital Trade Points;

(f)     register and regulate corporate and individual capital market operators as defined in section 30 of this Decree;

(g)     register and regulate the workings of venture capital funds and collective investments schemes including mutual funds;

(h)     facilitate the establishment of a nationwide system for securities trading in the Nigerian capital market in order t protect investors and maintain fair and orderly markets;

(i)     facilitate the linking of all markets in securities through modern communication and data processing facilities order to foster efficiency, enhance competition, and increase the information available to brokers, dealers and investors;

(j)     act in the public interest having regard to the protection of investors and the maintenance of fair and orderly markets and to this end to establish a nationwide trust scheme to Compensate investors whose losses are not covered under the investors protection funds administered by Securities Exchanges and Capital Trade Points;

(k)     keep and maintain separate registers of foreign direct investments and foreign portfolio investments;

(1)     register and regulate central depository companies and clearing and settlement companies, custodians of securities, credit rating agencies and such other agencies and intermediaries;

(m)     protect the integrity of the securities market against abuses arising from the practice of insider trading;

(n)     act as a regulatory apex organisation for the Nigerian Capital market including the promotion and registration of self-regulatory organisations and capital market trade associations to which it may delegate its powers;

(o)     review, approve and regulate mergers, acquisitions and 41 forms of business combinations;

(p)     promote investors' education and the training of all Categories of intermediaries in the securities industry;

(q)     call for information from and undertake, inspect, conduct inquiries and audits of the Securities Exchanges, Unit Trusts, Mutual Funds, Capital Trade Points, Futures, Options And Derivatives Exchanges as well as other intermediaries and Self-regulatory Organisations in the securities industry;

(r)     call for or furnish to any agency such may be considered necessary by it for discharge of its functions;

(s)     levy fees or other charges on any person for carrying Out investment and securities business in Nigeria;

(t)     conduct research into all or any aspect of the securities industry;

(u)     prevent fraudulent and unfair trade practices relating to the securities industry;

(v)     advice the Minister on dl matters' relating to the securities industry;

(w)     disqualify unfit individuals from being employed anywhere in the securities industry;

(x)     liaise effectively with the regulators and supervisors of other financial institutions locally and overseas;

(y)    perform such other functions and exercise such other powers not inconsistent with this Decree as are necessary or expedient for giving full effect to the provisions of this Decree.

(a)     Securities Exchanges, including Stock Exchanges, Capital Trade Point, Futures, Options and Commodities Exchanges and such other securities organizations;

(b)     capital market Operators including corporate members securities exchange and individuals, professionals firms that is, accountants, solicitors, surveyors, engineers and other professionals who undertake investment business either as investment advisers or consultants;

(c)     collective investments including all collective investment schemes such as unit trusts, Esusu schemes, pension funds and such other schemes; and

(d)     mergers, acquisitions, take-overs and other forms C business combinations under this Decree.

10.    (1)     There shall be, for the Commission, a Director-General who shall -

(a)     be appointed by the Head of State, Commander-in-Chief of the Armed Forces;

(b)     hold office for a period of 5 years in the first instance and may be appointed for a further period of five years and no more, on such terms and conditions ns are contained in his lener of appointment; and

(c)     be he chief executive of the Commission.

(2)     The Director-General shall, subject to the general control of the Commission, be -

(a)     responsible for keeping proper records of the proceedings of the Commission; and

(b)     the head of the secretariat and be responsible for -

(i)     the day-to-day administration, and

(ii)     the direction and control of all other employees, 

of the Commission.

11.   (1)     There shall he for the Commission a Secretary rd such other employees as the Commission may deem necessary for the efficient performance of its functions under or pursuant to this Decree.

(2)     The remuneration (including allowances) and terms and conditions of service of employees of the Commission shall be as may be determined by the Commission

(3)     For the purposes of the application of the Pensions Act, any power exercisable under the Act by the Minister or authority of the Federal Government (not being the power to make regulations under section 23 thereof) is hereby vested in the Commission and not in any other person or

(4)     Subject to subsection (2) of this section, the Pensions Act shall in its application by virtue of subsection (3) of this section to any office, have effect as if the office were in the civil service of the Federation within the meaning of the Constitution of the Federal Republic of Nigeria 1979.

12.  (1)     Service in the Commission shall be approved service for the purpose of the Pensions Act, and accordingly, an officer and other persons employed in the Commission shall, in respect of their service in the Commission, be entitled to pensions, gratuities and other retirement benefits enjoyed by persons holding equivalent grades in the public service of the Federation.

(2)     Nothing in this section shall prevent the appointment of a person to any office on terms which preclude the grant of a pension and gratuity in respect of that office.

13.   (1)     The Commission shall establish and maintain a fund which shall be applied towards the discharge of its functions under this Decree.

(2)     There shall be paid and credited to the fund establish pursuant to subsection (1) of this section, such sums as may b provided by the Federal Government for the Commission;

14.   (1)     The Commission may accept gifts of land, money C other testamentary dispositions, endowments and contribution on such terms and conditions, if any, as may be specified by the person or organisation making the gift.

(2)     The Commission' shall not accept any gift if the conditions attached by the person or organisation making the gift are inconsistent with the functions of the Commission.

15.   (1)     The Commission shall be entitled to charge, retain and utilise for its purposes, fees collected for die services render by the Commission under this Decree.

(2)     All cash gifts and such other dispositions accruing to the Commission under subsection (1) of section 14 of this Decree shall be paid into the Consolidated Revenue Fund of the Federation quarterly in arrears on the 15th of April, July, October and January of each year.

16.   (1)     The Commission may, with the consent or in accordance with any specific authority given by the Minister, borrow by way of loan or overdraft such specified amount of money as may be required by the Commission for meeting its obligations and discharging its functions under this Decree.

(2)     The Commission may, subject to the provisions of this Decree and the conditions of any trust created in respect of any property, invest all or any of its funds.

(3)     The Commission may invest any of its surplus funds in securities prescribed by the Trustee Investments Act or in such other securities as may, from time to time, be approved by the Minister.

(4)    Subject to the provisions of the Land Use Act, and any special or general direction which the Minister may give in that behalf, the Commission may acquire any land required for its purpose under this Decree.

(a)     meet the cost of administration of the Commission;

(b)     re-imburse members of the Commission or any committee set up by the Commission for expenses authorised or appr6ved by the Commission in accordance with such rates as 'may be approved in that behalf by the Minister;

(c)     the payment of salaries, fees or other remuneration or allowances, pensions and gratuities payable to the employees of the Commission;

(d)     the maintenance of any property acquired by or veste in the Commission; and

(e)     all or any of the functions of the Commission under this Decree or any matter connected with those functions.

18.   (1)     The commission §hall cause to be prepared not lat~ than 3Oth September in each year an estimate of the expenditure and income of the Commission during the next succeeding year and when prepared, they shall be submitted through the Minister to the Head of State, Commander-in-Chief of the Armed Forces for approval.

(2)     The Commission shall cause to be kept, proper accounts of the Commission and proper records in relation thereto and when certified by the Commission, the. accounts shall be audited by auditors appointed by the Commission from the list and in accordance with the guidelines supplied by the Auditor-General of the Federation.

20.  (1)     No Securities Exchange or Capital Trade Point as defined in section 264 of this Decree shall commence operation unless it is registered with the Commission in accordance with the provisions of this Decree and the rules and regulations made thereunder.

(2)     An application for registration as a Securities Exchange or Capital Trade Point shall be made to the Commission in the prescribed form and in such manner as may be specified by the Commission, from time to time.

21.  (1)    The Commission may register a body corporate as a Securities Exchange or Capital Trade Point if it is satisfied that the rules of the body corporate make satisfactory provisions -

(a)     for the exclusion from its membership persons who are not of good character and who do not possess a high degree of business integrity;

(b)     for the expulsion, suspension or discipline of members for conduct inconsistent with just and equitable principles in the transaction of s6curities business or for a contravention of or failure to comply with the rules of the Securities Exchange or Capital Trade Point or the provisions of this Decree

(c)     with respect to the conditions under which securities may be listed for trading on that particular Securities Exchange or Capital Trade Point;

(d)     with respect to the conditions governing dealings in securities by members;

(e)     with respect to the class or classes of securities which may be dealt in by members;

(f)     with respect to a fair representation of persons in the selection of members of the Board of the Securities Exchange or Capital Trade Point and the administration of its affairs and provide that one or more members of the Board shall be representative of listed companies and investors; and

(g)     generally, for carrying on of the business of the Securities Exchange or Capital Trade Point in the interest of the public.

(2)     The Commission in granting its approval under this section shall ensure that the interest of the public will be served by the granting of its approval.

(3)     the Commission shall issue a certificate of registration to a body corporate registered by it under this section.

(a)     the body corporate ceases to operate as a Securities Exchange or Capital Trade Point within the meaning of this Decree;

(b)     the body corporate is undergoing a process of being wound up; or

(c)     the body corporate is operating in a manner detrimental to the public interest.

23.  (1)     Where an amendment is made, whether by way of decision, amendment1 alteration or addition to the rules of a Securities Exchange or Capital Trade Point or the listing requirements of a Securities Exchange or Capital Trade Point, the Board of the Securities Exchange or Capital Trade Point shall forward a written notice of the amendment to the Commission for approval.

(2)    The Commission shall give notice in writing to the Exchange or Capital Trade Point concerned as to or not the Commission approves the whole or any part of the amendment in question, and until such notice the amendment shall be of no effect.

(3)     Nothing in this section shall preclude the Commission, after consultation with the Board of a Securities Exchange or Capital Trade Point, from amending the rules or the listing requirements of the Securities Exchange or Capital Trade Point by a notice in writing specifying the amendments and the dates those amendments shall come into force and have effect, but the Commission may dispense with such consultation if it considers it necessary to do so for the protection of investors.

(4)     Any notice under this section may be served personally or by registered post.

25.    (l)    The Commission may review any disciplinary action taken by a Securities Exchange or Capital Trade Point under subsection (1) of this section and may affirm or set aside a Securities Exchange or Capital Trade Point decision after giving the member and the securities Exchange or Capital Trade Point an opportunity of being heard.

(2)     Nothing in this section shall preclude the Commission in any case where a Securities Exchange or Capital Trade Point fails to act against a member, from suspending, expelling or otherwise causing disciplinary action to be taken against a member of the Securities Exchange or Capital Trade Point provided that the Commission shall give the member and the Securities Exchange or the Capital Trade Point an opp6rtunity of being heard.

(3)     Any person who is aggrieved by the decision of a Securities Exchange of Capital Trade Point or the Commission tinder this section may, within one month after he is notified of the decision, appeal to the Investment and Securities Tribunal established under section 225 of this Decree.

26.   (l)     The Commission may, where it is in the public interest, issue directives to a Securities Exchange or Capital Trade Point -

(a)     with respect to trading on or through the facilities of that Securities Exchange of Capital Trade Point pertaining to any security listed on that Securities Exchange or Capital Trade Point; or

(b)     with respect to the manner in which a Securities Exchange or Capital Trade Point carries on its business including the manner of reporting off-market purchases; or

(c)     with respect to any, 9ther matter which the Commission considers necessary for the effective administration of this Decree,

(2)     A Securities Exchange or Capital Trade Point which, without reasonable excuse, fails or refuses to comply with a directive given under subsection (l) of this section commit an offence and is liable on conviction to a fine of not less than N100,000 and a further fine of N5,000 for every day during which the non-compliance continues.

(3)     A Securities Exchange or Capital Trade Point which feels aggrieved by any directive of the Commission issued under subsection (1) of this section may appeal to the Investment and Securities Tribunal established under this Decree within 30 days of the date of the Commission's directive.

(4)     Where the Commission is satisfied that an executive officer of a Securities Exchange or Capital Trade Point -

(a)     has willfully contravened; or

(b)     has without reasonable justification or excuse,

(5)     The Commission may, in the public interest or for the protection of investors, and after giving the executive officer an opportunity of being heard, direct the Securities Exchange Capital Trade Point in writing to remove the executive officer, and where the Securities Exchange or Capital Trade Point fails to comply with the direction of the Commission under subsection (4) of this section, the Commission may rem6ve the executive officer from office.

27.    (1)   Where the Commission thinks it is necessary for the protection of persons buying or selling particular securities of or made available by a body corporate on a Securities Exchange or Capital Trade Point it shall in particular in the public interest prohibit trading in those securities and give notice in writing to the Securities Exchange or Capital Trade Point.

(2)     If, after receiving the notice given under subsection (1) of this section, the Securities Exchange or Capital Trade Point fails to take action to prevent trading in the securities to which the notice relates and the Commission still thinks it is necessary to prohibit trading in those securities the Commission may, by notice in writing to the Securities Exchange or Capital Trade Point, prohibit trading in those securities during such period, not exceeding 14 days, as may be specified in the notice.

(3)     Where the Commission gives notice to a Securities Exchange or Capital Trade Point under subsection (2) of this section it shall -

(a)     at the same time, send a copy of the notice corporate together with a statement setting out for giving the notice; and to the body the reasons

(b)    as soon as practicable not later than 30 days after giving the notice, submit to the Minister a written report setting out the reasons for the notice and shall send a copy of the report to the Securities Exchange or Capital Trade Point, as the case may be.

(4)     A body corporate affected by a notice given to a Securities Exchange or Capital Trade Point under subsection (2) of this section may request the Commission in writing to refer the matter to the Investment and Securities Tribunal established under this Decree for determination.

(5)     The Commission shall, on receiving a request under subsection. (4) of this section, forthwith refer the matter to the Investment and Securities Tribunal which may, vary or confirm the prohibition imposed by the Commission.

(6)     A Securities Exchange or Capital Trade Point which permits trading in securities in contravention of a notice under subsection (2) of this section commits an offence and is liable on conviction to a fine of N50,000 and to a further fine of N5,000 for every day during which the contravention continues.

29.    (1)     Subject to the provisions of subsection (2) of this of section, no securities dealer, stockbroker, sub-broker, jobber, share transfer agent, banker to an issue, market trustee of a trust deed, registrar to an issue, merchant banker, issuing houses, underwriter, operators portfolio manager, investment adviser and such other intermediaries associated with ft securities industry shall buy, sell or deal in securities except under and in accordance with the conditions of a certificate of registration obtained from the Commission in accordance with the regulation s made under this Decree.

(2)     A market operator who, immediately before the commencement of this Decree, is associated with the securities industry for which no registration certificate was necessary prior to this Decree, ma y continue to operate as such for a maximum period of three months from the commencement of this Decree or if he has applied for registration under this Decree, he shall continue to operate within that period till the disposal of the application and thereafter in accordance with the regulations made for registration under this Decree.

(3)     No depository, custodian of securities, foreign institutional investor, credit rating agency, or any other intermediary associated with the securities market shall buy, sell or engage in any securities transaction except under and in accordance with the conditions of a certificate of registration obtained from the Commission upon compliance with the regulations ma de under this Decree.

(4)     Subject to subsection (5) of this section, no person shall sponsor or cause to be sponsored or carry on or cause to be carried on any venture capital funds or collective investment scheme, including mutual funds, unless he owns a certificate of registration fro m the Commission in accordance with regulation s made under this Decree.

(5)     A person who, immediately before the commencement of this Decree sponsored or caused to be sponsored, carried or caused to be carried on any venture capital funds or collective investment scheme, including mutual' funds operating in the securities industry, may continue to operate within six months from the commencement of this Decree and thereafter in accordance with the regulations ma de for registration under this Decree.

(6)     An application for registration under this Part of this Decree shall be in such manner and upon payment of such fees as m ay be prescribed by the Commission from time to time.

(7)    The Commission may, by order, suspend or cancel a certificate of registration in such manner as may be prescribed but no order under this Subsection shall be made unless the person concerned has been given a reasonable opportunity of being heard.

(a)     a capital market operator as defined in section 30 of this Decree-,

(b)     a dealer ;

(c)     a dealer's representative;

(d)     an investment adviser;

(e)     an investment journalist;

(f)     a financial journalist,

(g)     an issuer;

(h)     a custodian;

(i)     a depository.

32.   (1)     No person shall transfer, issue, sell, offer for subscription or sale to the public, securities or investments as defined in this Decree unless such securities or investments are registered by the Commission an d prior approval for the transfer, issue, sale, offer for subscription or public offer for sale to the public has been granted by the Commission.

(2)     Securities registered by the Commission including those issued by the bodies to which Part XIII of this Decree applies, and any subdivision thereof, may be transferred electronically or by any other means or system approved by the Commission under such terms and conditions as the Commission may prescribe, to a Securities Exchange or Capital Trade Point or an y other se lf regulatory organization within the meaning of this Decree.

(3)     The Commission shall determine the documents and information to be provided by the issuer, an issuing house, stockbroker or any other person authorised by the Commission to offer securities for sale or subscription by the public.

(4)     A person who contravenes the provisions of this section of this Decree commits an offence and liable on conviction to a fine of N50,00 0 and to a further fine of N5,000 for every day during which the offence continues;

(5)     Where an offence under this Decree which is committed by a body corporate is proved to have been committed with the connivance of or attributable to any neglect on the part of a director, manager, secretary, or other similar officer, servant or agent of the body or any person purporting to act in any such capacity who knowingly and wilfully authorises the violation of this section, that director, manager, secretary or other similar officer, servant or agent of the body or other person is guilty of the offence and is liable on conviction to a fine of N50 ,000 o r to imprisonment for a term no t less than six months or to both such fine and imprisonment.

33.    (1)    A person to whom this Part of this Decree applies shall keep a register in the prescribed form of the securities in which he has an interest.

(2)     Particulars o f the securities in which a person to whom this Part of this Decree applies and particulars of his interest in those securities shall be entered in the register within 7 days of the acquisition o f the interest.

(3)     W here a change in securities (not being a prescribed change) occurs in the interest o f a person to who m this Part of this Decree applies, he shall, within 7 days after the change, enter in the register full particulars of the change, including the date of the change and the reason for the change.

(4)     For the purposes of this subsection, an acquisition or disposal of securities, shall be deemed to be a change in the interest of any person.

(5)     The Commission may by order extend the provisions of subsection (1) of this section to include any other person whose activities are connected with security transactions.

34.   (1)     A person to whom this Part of this Decree applies shall give notice to the Commission in the prescribed form of such particulars relating to the register as may be prescribed including the location of the register

(2)     The notice required to be given under subsection (1) of this section shall be given -

(a)     in the case of a person who is required by this Decree to hold a licence, on his application for the licence; and

(b)     in an y other ca se, within 14 day s after be coming a person to whom this Part of this Decree applies.

(3)     A person to whom this Part of this Decree applies shall, within 14 days of his ceasing to be such a person give to the Commission the notice require d under sub section (1) of this section and the notice of the cessation.

(4)     A person who fails or neglects to give the notice require d under this section commits an offence an d is liable on conviction to a fine not exceeding N100,000 .

35.   (1)     The Commission or any person authorised b y it in that behalf may require any person to whom this Part of this Decree applies to produce for inspection, the register required to be kept pursuant to section 33 of this Decree and the Commission or any person so authorise d may take extracts therefrom .

(2)    Any person who fails to produce a register for inspection or fails to allow any person authorised under subsection (1) of this section to make a copy o f or take ex tracts from the register commits an offence and is liable on conviction to a fine of no t less than N 100,000.

37.    (1)     A security dealer shall keep o r cause to be kept such accounting and other records -

(a)     as shall sufficiently explain the transactions and financial position of his business and enable true an d fair pro fit and loss accounts and balance -sheets to be prepared, fro m time to

(b)     in such a manner as to enable them to be conveniently and properly audited.

(2)     A security dealer shall be deem ed not to have com plied with subsection (1) of this section in relation to records unless the accounting an d other records -

(a)     are kept in sufficient detail to show particulars of -

(i)     all moneys received or paid by the security dealer, including moneys paid to or disburse d from a trust account.

(ii)     all purchases and sales of securities made by the security dealer, the charges and credits arising from them, and the names of the buyers and sellers, respectively of each of those securities,

(iii)     all income received from commission s, interest, and other sources, an d all expenses, commissions, and interest pa id by the security dealer,

(iv)     all the assets an d liabilities ( including contingent liabilities) of the security

(v)     all securities which are the property of the security dealer showing by whom the securities or the documents of title to the securities are held and, where they are held by some other person, whether or not they are held as security against loans or advances ,

(vi)     all securities that are not the property of the security dealer and for which the dealer or any nominee controlled by the security dealer is accountable, showing by whom, and for whom, the securities or the documents of title to the securities are held an d the extent to which they a re either held for safe custody or deposited with a third party as security for loam o r advance s made to the security dealer,

(vii)     all purchases and sales of options made by the security dealer and all fees (being option s moneys ) arising from them,

(viii)     all arbitrage transactions entered into by the security dealer, and

(ix)     all underwriting transaction s entered into b y the security dealer;

(b)     are kept in sufficient detail to show separately particulars of every transaction by the security dealer;

(c)     specify the day o n which or the period during which each transaction by the security dealer took place; and

(d)     contain copies of acknowledgements of the receipt of securities or of documents of title to securities received by the security dealer from clients for sale or safe custody clearly showing the name or names in which the particular securities are registered.

(3)     Without prejudice to subsection (2) of this section, a security dealer shall keep re cords in sufficient detail to show separately particulars of all transactions by the security dealer with or for the account of -

(a)     clients of the security dealer;

(b)     the security dealer himself; and

(c)     employees of the security

(4)     A security dealer who contravenes or fails to comply with any of the provisions of this section commits an offence and is liable on conviction to a fine of not less than N50,000.

38.    (1)     A security dealer shall establish and keep in a bank or banks one or more trust accounts to be designated or evidenced as trust accounts, into which the dealer shall pay -

(a)     all amounts (less any brokerage and other proper charges) received from or on account of any person (other than a security dealer) for the purchase of securities which are not attributable to securities, delivered to the security dealer not later than the next banking business day following the day on they were received by the security dealer, and

(b)     all amounts (less any brokerage and other proper charges) received for or on account of any person (other than a security dealer) from the sale of securities which are not paid to that person or as that person directs not later than the next banking business day following the day on which they w ere received b y the dealer.

(2)    A security dealer who contravenes or fails to com ply with any of the provisions of sub section (1) of this section commits an offence and is liable on conviction to a fine of not less dm N50,000 or to imprisonment for a term not exceeding on e year or to both such fine and imprisonment.

39.   (1)     A security dealer who withdraws any moneys from a trust account except for the purpose of making a payment -

(a)     to the person entitled to the payment; or

(b)     defraying brokerage and other proper charges; or

(c)     which is otherwise authorised by law,

(2)     A security dealer who, withdraws money from a trust account with intent to defraud, commits an offence and liable on conviction to a fine of not less than N100,000 or to imprisonment for a term not exceeding 3 years or to both such fine and imprisonment.

40.    (1)     A security dealer shall no t, except a s otherwise provided in this Part of this Decree, pa y his debts with any money held in a trust account.

(2)     Moneys held in a trust account shall onl