- 1 - First Part: License Application

Transcription

1 The translation is intended solely for the convenience of the reader. This translation has no legal status and although every effort has been made to ensure its accuracy, the Authority does not assume any responsibility whatsoever as to its accuracy and is not bound by its contents. Only the original Hebrew text is binding and reader is advised to consult the authoritative Hebrew text in all matters which may affect them. Regulations for the Regulating of Engagement in Investment Advice, Investment Marketing and Portfolio Management (License Application, Examinations, Internship and Fees), By virtue of the authority vested in me pursuant to Section 5 of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, (hereinafter the Law), and on the recommendation of the Authority and pursuant to Sections 7, 8, 30, 41 and 42 of the Law and with the approval of the Knesset Finance Committee, I enact these regulations: First Part: License Application Individual application 1. A license application by an individual shall include inter alia the following information and documents: (1) Declaration of compliance with the conditions of the license, of the place of business, of the fact that he does not fall into the category of those in Paragraphs (1) to (6) of Section 7(g1) or 7(g2) of the Law, whichever is applicable, and of his consent to the Authority checking his details in the Criminal Register as defined in Section 1 of the Criminal Register Law and the Rehabilitation of Offenders Regulations, ; if he has any connection with a financial asset or a criminal investigation is being conducted against him on 1 KT 5808, 5757 (January 28, 1997), p KT 5837, 5757 (June 30, 1997), p KT 5869, 5758 (December 31, 1997), p. 229; KT 5908, 5758 (June 30, 1998), p. 990 [5758 (No. 2)]; KT 5944, 5759 (December 31, 1998), p. 223; KT 6012, 5760 (December 31, 1999), p. 214; KT 6042, 5760 (June 29, 2000), p. 686 [5760 (No.2)]; KT 6113, 5761 (July 2, 2001), p. 909 [5761 (No. 3)]; KT 6142, 5762 (December 27, 2001), p. 271; KT 6178, 5762 (June 27, 2002), p. 906 KT 6216, 5763 (December 25, 2002), p. 355; KT 6298, 5764 (March 11, 2004), p. 312; KT 6449, 5766 (December 29, 2005), p. 302; KT 6457, 5766 (January 30, 2006), p. 409 [5766 (No 2.)] (including name change) (see opening provisions and the transition between Sections of the Amendment); KT 6515, 5766 (August 31, 2006), p [5766 (No. 3)]; KT 6548, 5767 (December 31, 2006), p. 411; KT 6633, 5768 (December 31, 2007), p. 272; KT 6735, 5769 (December 31, 2008), p. 274; KT 6852, 5770 (January 1, 2010), p. 596; KT 6954, 5771 (December 23, 2010), p

2 suspicion of having committed any crime listed in the definition or has been convicted of a crime, 2 he shall also declare such, giving details of the nature of the connection, or the investigation, whichever is applicable; (2) (Deleted); (3) Certificate from a mentor or from the Authority as defined in Regulation 23(a); (4) True copy of a valid insurance policy that meets the requirements of Regulation 3 of the Regulations Governing Engagement in Investment Advice and Portfolio Management (Equity Capital and Insurance) Law, (hereinafter the Insurance Regulations); (5) Details of the certificate of payment of the fee pursuant to Regulation 24(a). Partnership application 2. An advisor s or marketing license application by a partnership shall include inter alia the following information and documents: (1) A declaration by each licensed partner that he does not fall into the category of those in Paragraphs (1) to (6) of Section 7(c1) or 7(c2) of the Law, whichever is applicable; If he has a connection with a financial asset, he shall also declare it, giving details of the nature of the connection; (2) A declaration by the partnership that it is in compliance with the conditions of the license, that it does not fall into the category of those in Paragraphs (1) to (6) of Section ( 1 ב) 7 or ( 2 ב) 7 of the Law, whichever is applicable; If it has a connection with a financial asset, it shall also declare this, giving details of the nature of the connection and an undertaking that anyone who will be engaged on behalf of the partnership in investment advice or investment marketing, whichever is applicable, will be partners in it or will be licensed employees of the partnership. (3) A signed certificate from an accountant that the partnership has insurance pursuant to Regulation 3 of the Insurance Regulations; 2 Apparently the intention of the definition convicted of a crime in Section 1 of the Regulation of Investment Advice and Investment Portfolio Management Law,

3 (4) Details of the certificate of payment of the fee pursuant to Regulation 24(a). Company application 3. (a) A license application by a company shall include inter alia the following information and documents: (1) A certificate signed by an accountant that the company has equity capital as required pursuant to Regulation 2 of the Insurance Regulations; (2) A certificate signed by an accountant that the company has insurance, a bank guarantee, deposit or bonds as required pursuant to Regulations 3 and 6 of the Insurance Regulation; (3) A declaration that the company meets the equity capital and insurance conditions; for a company engaged in investment advice or investment marketing an additional declaration that it does not fall into the category of those in Paragraphs (1) to (6) of Section 7(c1) or 7(c2) of the Law, whichever is applicable; If it has a connection with a financial asset, it shall also declare this, giving details of the nature of the connection; With regard to a company seeking a portfolio manager s license an additional declaration by a company officer that it is engaged only in managing investment portfolios, investment advice or investment marketing, whichever is applicable, or in stock exchange activities and in ancillary activities for this purpose and is not engaged in underwriting; (4) Details of the certificate of payment of the fee pursuant to Regulation 24(c). (b) Together with its application a company seeking a license will provide the Authority with the following undertakings: (1) For a company seeking an advisor s license that all those engaged on its behalf in investment advice will be employees of the company who are licensed advisors; (1a) For a company seeking a marketing license that all those engaged on its behalf in investment marketing will be employees of the company who have a marketing license; - 3 -

4 (2) For a company seeking a portfolio manager s license that all those engaged on its behalf in portfolio management will be employees of the company who are licensed portfolio managers; (3) That no one will be an officer in the company who is known by the company to have been convicted of a crime or anyone whose license has been suspended or revoked pursuant to Section 35(a)(4) or (5) of the Law for the period during which the license is suspended or revoked, whichever is applicable. Annual fee 4. (a) A licensed individual, partnership or company shall pay the Authority on April 1 of every year an annual fee as stated in Regulation 27. (b) A licensed individual who has notified the Authority in writing by April 1 of every year of the suspension of his license for the period requested will be exempt from paying the annual fee until the end of said period; if he has given notice of renewal, he shall pay the full fee for the year in which the license was renewed. (c) Sub-Regulation (b) will not apply to an individual whose license has been suspended by a disciplinary committee pursuant to Section 35(a)(4) of the Law, for the period of the suspension. Second Part: Examinations Examination dates 5. (a) Licensing examinations will be held at least twice a year under the supervision of the Authority or of someone authorized on its behalf. (b) The Authority will decide on the venue for the examinations, their dates, and the dates for submitting applications to be examined. Notices will be published in the Official Gazette and in two widely circulated daily newspapers published in Israel in Hebrew. Application to be examined 6. An application to be examined shall be submitted on the date determined for such in a notice published as previously stated in Regulation 5(b); details of the certificate of payment of the fee pursuant to Regulation 25(a) shall be attached to the application

5 Examination subjects 7. (a) The examinations for an investment advisor will be the basic examinations set forth in the first Annex and Professional Examination A as set forth in the second Annex, all on the topics set forth in said Annexes. (b) The examinations for a portfolio manager will be the basic examinations set forth in the first Annex with the addition of the professional examinations set forth in the second Annex, all on the topics set forth in said Annexes. (c) No one will be permitted to sit the professional examinations set forth in the second Annex unless he has passed all the basic examinations set forth in the first Annex; a person whom the Authority has exempted from being examined in a certain profession will be considered, for the purposes of these Regulations, to have passed the examination for that profession. Examination arrangements 8. (a) The examinations shall be written examinations. (b) The examinations will be in Hebrew, but the Authority may allow an examinee or a category of examinees to answer questions in languages it shall determine. Examiners and markers 9. (a) The Authority will appoint examiners to write the examination questions, in general or for a specific examination or for specific topics, and will decide their salary. (b) The Authority will appoint markers to mark the examination papers, in general or for a specific examination or for specific topics, and will decide their salary. Examination results 10. (a) The examination results will be decided by the marker and will be indicated by a number of points between 0 and 100. (b) An examinee who scores fewer than sixty points in a particular examination will be considered to have failed it. (c) If the marker has decided on a mark of between fifty and fifty-nine, the examination will be marked by another marker. (d) If examinations have been marked by two markers and they are in disagreement, the mark will be the higher of the two

6 Appeal 11. (a) An examinee may appeal the mark he received in the examination; the appeal shall be lodged with the Authority in writing, with explanations, within thirty days of publication of the marks by the Authority and details of the certificate of payment of the appeal fee shall be attached pursuant to Regulation 25(b). (b) An examinee who wishes to appeal the mark he received may view the examination that is the subject of the appeal in the Authority s offices. (c) The Authority will appoint checkers to check appeals; no one who marked the examination paper that is the subject of the appeal will be appointed to check the appeal. (d) The Authority will give the appellant its decision on the appeal within forty-five days of the last day for submitting the appeal. (e) The appeal decision will be final and there will be no further appeal. Examination completion certificate 12. An examinee who has passed all the examinations and who is not exempt under Regulation 14 is entitled to receive, by submitting a request in writing to the Authority, an examination completion certificate for an investment advisor, investment marketer or portfolio manager, whichever is applicable. Proctors [Amendment 5764] 12a. (a) The Authority will appoint proctors to supervise the examinations in general or for a specific examination; the proctors may also be persons who are not employed by the Authority. (b) An examinee must follow the proctor s instructions. Discipline [Amendment 5764] 13. (a) If an examinee is guilty of a breach of discipline during the examination the proctor may discontinue his examination and eject him from the examination hall. For these purposes, a breach of discipline including the discovery of a book, list or other written material the possession of which is not permitted, or the possession of earphones, a cellular telephone or any recording or communication device; any disturbance during the normal progress of the examination or talking, passing material to another examinee, answering another examinee s question, making contact of any kind with another person, or failure to follow the proctor s instructions

7 (b) If an examinee is guilty of a breach of discipline as stated in sub- Regulation (a), whether his examination is discontinued and he is ejected from the examination hall or whether he was cautioned but his examination was not discontinued or he was not ejected, the Authority may disqualify his examination; the Authority may also prohibit him from taking the examination on other dates, whether in that subject or on other subjects. (c) The Authority will make no decision pursuant to sub-regulation (b) unless the examinee has been given an opportunity to state his case. Exemption from examination 14. (a) An individual seeking a license will be exempt from examinations on accounting, statistics and financing and economics if he is an accountant or has an academic degree in accounting, economics, business administration, insurance, or banking. (b) An application to be exempted from an examination shall be lodged with the Authority with the necessary documents attached along with a photocopy of the payment voucher of the fee pursuant to Regulation 25(c). (c) In this Regulation studied (deleted); academic degree 3 from a recognized institution; recognized institution one of the following: (1) An institution in Israel that has been recognized as an institute of higher learning in accordance with the Council for Higher Education Law, 1958; (2) An institution outside Israel that has been recognized, for the purposes of this provision, by a university or technical college in Israel as a recognized institution as stated in paragraph (1). 3 In Amendment 5766 (No. 2) the terms master s degree and doctor have been deleted

8 Part Three: Internship Mentor for interns 15. (a) An intern in investment advice or investment marketing shall serve an internship with a licensee who has been engaged in Israel in investment advice, investment marketing or portfolio management with the overall period of time that he was engaged in said occupations as a licensee being not less than five years. (b) An intern in portfolio management will serve an internship with a licensed portfolio manager who has been engaged in Israel in portfolio management for at least five years. Number of interns with one mentor 16. There shall be no more than two interns at any one time with one mentor except with the Authority s permission. Registration for internship 17. No one shall register for an internship in investment advice, investment marketing or portfolio management unless he has passed all the basic examinations set forth in the first Annex. Commencing internship 18. (a) Anyone wishing to register as an intern shall lodge an application to do so with the Authority and shall attach a letter of undertaking in the format of the form in the third Annex, signed by a mentor, with details of the certificate of payment of the fee pursuant to Regulation 26. (b) The date for commencing the internship will be determined by the Authority provided it is not prior to the date on which all the documents pursuant to sub-regulation (a) have been received by the Authority. Duration of internship 19. (a) An intern will work with a mentor for at least 30 hours a week and for no fewer than four days a week documents pursuant to sub-regulation (a) have been received by the Authority. (b) The duration of an internship for investment advice and investment marketing is six months and the duration of the internship for portfolio - 8 -

9 management is nine months. (c) If an intern is absent from work with his mentor for more than fourteen days during the period of his internship, the completion of the internship will be postponed for the number of days in excess of fourteen. (d) Notwithstanding the provisions of sub-regulation (b), if an intern in investment advice or investment marketing is absent from work with his mentor for more than 100 days or if an intern in portfolio management is absent from work with his mentor for more than one hundred and twenty days during the period of the internship, the days they worked with their mentor will not be considered in the total number of days required for the period of the internship. (e) In this Regulation, the absence of an intern includes the absence of his mentor. Supervision of interns 20. (a) The Authority shall supervise the interns. (b) The Authority will be entitled to clarify the nature of the internship with the mentor and the intern and to visit the place of internship. Discontinuation of internship by the Authority 21. (a) If the Authority considers that the intern s work with the mentor is unsuitable, it will notify the intern and the mentor of the suspension of the internship with that mentor and will set a date on which they can state their case to it, if they wish to do so. (b) If the Authority has heard the arguments of the intern and the mentor or if they have not appeared to state their case on the date determined as previously stated, it will be entitled to decide to discontinue the internship of the intern with the mentor from a date to be determined by it. (c) The Authority will decide about taking into account the period of time the intern has spent with that mentor until the date the internship was discontinued and its decision will be sent to the intern and the mentor Breach of undertakings by a mentor 22. If a mentor has breached his letter of undertaking pursuant to Regulation 18 or has not complied with any of the provisions of the Regulations concerning the employment of an intern, he will be guilty of conduct unbecoming a licensee

10 Completion of an internship 23. (a) At the end of the internship period, the intern will furnish the Authority with a mentor s certificate as described in the fourth Annex; the Authority will provide him, at his request, with a certificate of completion of internship. (b) A certificate of completion of internship will be sufficient proof that the internship has been completed. Part Four: Fees License application fee (a) A licensee applying for another license shall pay the Authority 157 new shekels. (b) A partnership applying for a license shall pay the Authority a fee of 446 new shekels. A licensee applying for another license shall pay the Authority 223 new shekels. (c) A company applying for a license shall pay the authority a fee of 591 new shekels. A licensee applying for another license shall pay the Authority 297 new shekels. Examination and appeal fees (a) An applicant to sit an examination shall pay the Authority 446 new shekels. (b) An examinee applying to appeal a mark he was given in an examination shall pay the Authority 446 new shekels; If the examination mark is raised as a result of the appeal to 60 or more, the appeal fee will be refunded to the appellant. (c) An applicant for an exemption from examinations or internship shall pay the Authority 446 new shekels for each application; If the application was for an exemption from only one examination he shall pay the Authority a fee of 296 new shekels Amendments: 5757, 5758, 5758 (No. 2), 5759, 5760, 5760 (No. 2), 5761 (No. 3), 5762, 5762 (No. 2), 5763, 5766, 5766 (No. 2) 5767, 5768, 5769, 5770, Amendments: 5757, 5758, 5758 (No. 2), 5759, 5760, 5760 (No. 2), 5761 (No. 3), 5762, 5762 (No. 2), 5763, 5766, 5766 (No. 2) 5767, 5768, 5769, 5770,

11 Examination and appeal fees Anyone wishing to be registered as an intern shall pay the Authority a fee of 296 new shekels. Annual fee (a) Annual fee for an individual licensee 742 new shekels (b) Annual fee for a licensed partnership 1,480 new shekels (c) Annual fee for a licensed company 4,456 new shekels Fee revisions [Amendment 5766 (No. 2) (No. 3)] 28. (a) On January 1 of each year (hereinafter the Revision Year) the amounts of the fees under these Regulations will be altered by the rate of change of the Index from the new Index compared with the basic Index; for this purpose the Index the Prices Index published by the Central Bureau of Statistics; the New Index the last Index published prior to the revision date; the Basic Index the last Index published prior to the previous revision date. (b) The amounts of the fees will be rounded to the nearest new shekel. Implementation 29. These Regulations will take effect on 28 Kislev 5757 (9 December 1996). [Amendment 5756] 30. (Cancelled) 3 3. Amendments: 5757, 5758, 5758 (No. 2), 5759, 5760, 5760 (No. 2), 5761 (No. 3), 5762, 5762 (No. 2), 5763, 5766, 5767, 5768, 5769, 5770, Amendments: 5757, 5758, 5758 (No. 2), 5759, 5760, 5760 (No. 2), 5761 (No. 3), 5762, 5762 (No. 2), 5763, 5766, 5766 (No. 2), 5767, 5768, 5769, 5770,

12 [Amendment 5756 (No.2)] First Annex (Regulation 7) Basic Examinations 1. The Securities Laws and professional ethics Requirements The examinee must prove knowledge in the Securities Laws, including subjects connected with the offer of securities to the public in the primary market and procedures in the secondary market, the Joint Investment Trusts Law, and the Regulations under it, and basic terms in the Companies Law. The examinee must show proficiency in the Regulation of Investment Advice and Investment Portfolio Management Law, , starting with the definition of the activities requiring a license, through the duties incumbent on a licensee, and ending with disciplinary crimes, judgment and punishment; The examinee will be required to prove understanding of the Securities Law, , on the topics of securities fraud, prohibition on the use of insider information, and crimes by a stock exchange member; the examinee must demonstrate general knowledge of the Penal Law, , in everything connected with embezzlement, counterfeiting, fraud, the Protection of Privacy Law, , and everything connected with crimes of invasion of privacy. The examinee must prove understanding of the rules of ethical behavior and professional liability required of those engaged in investment advice, investment marketing and portfolio management. Details of the subjects for the examination in the security laws and professional ethics Part 1 Securities Laws A. The Securities Law, and the Regulations under it 1. The Securities Authority: duties, powers and conduct of activities 2. Offers of securities to the public, the requirement to publish a prospectus and exemptions to it 3. Details of the Prospectus, its form and structure 4. The issue process and announcements of its results 5. Immediate and periodic reports 6. Directors report its nature, form and structure - 12-

13 7. Criminal liability: a. Concerning a misleading item in a prospectus, a misleading item in a directors report or in an immediate report b. Criminal liability of directors and officers in a company and experts 8. Civil liability: a. Civil liability of a controlling shareholder, director, general manager, and expert b. Class action B. Basic concepts in the Joint Investment Trusts Law, and the Regulations under it 1. Trust fund its nature and how it is established 2. The trustee and the principles of trusteeship 3. A fund manager s liability 4. Details of a fund's prospectus, its form and structure 5. Open and closed mutual funds, changing their classification and their dissolution 6. Immediate reports, monthly report, report on holding of units, and report on the voting at a general meeting 7. Publication of buying and selling prices, publication of a unit price and a redemption price in an open fund, publication of a unit price and its value in a closed fund C. Basic concepts in the companies laws, including: 1. Memorandum and articles of association and changes 2. Powers and duties of directors 3. Officers liabilities 4. Approval of officers contracts with the company 5. Shareholders meeting 6. Shareholders capital and changes D. Regulation of Investment Advice and Investment Portfolio Management Law, 1995 and the Regulations under it - 13-

14 1-7 (Deleted) E. The Prohibition on Money Laundering Law, , and the Prohibition on Terrorist Financing Law, and the Regulations under them Part 2 Professional Ethics A. Securities crimes under the Securities Law, Securities fraud, including order matching, artificial influence on the prices of securities, order splitting, etc. 2. Prohibition on the use of insider information 3. Crimes of an employee of a stock exchange member B. General Ethics 1. The distinctions between investment advice and investment marketing 2. Impartiality of the adviser 3. Duty of loyalty to the client 4. Duty to match the service to the client's needs 5. Duty to use information and provide it to the client 6. The duty to recommend expertly and prudently while presenting the chances and the risks with emphasis on special risks 7. Providing the client with reasonable service 8. Use of information obtained in a fiduciary capacity 9. Prohibition on the use of information on clients future activities (front running) 10. Other behavior unbecoming a licensee 11. Parts C and D of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, Accounting requirements The examinee must show understanding of how to read a balance sheet, a profit and loss statement, a report on changes in equity and a cash flow - 14-

15 report. The examinee must display knowledge of analyzing financial statements and an understanding of the various financial relationships. Details of subjects in the accounting examination a. Standard accounting principles and their effect on financial reporting 1. The going concern principle 2. The conservatism principle 3. Accrual basis v. cash basis 4. The historical cost principle 5. The matching principle 6. The full disclosure principle 7. The materiality principle 8. The consistency principle and comparative data in financial statements B. The structure of financial statements I The balance sheet 1. The structure of groups in the balance sheet 2. Cash and cash equivalents 3. Inventory presentation methods 4. Investments in securities valuation methods 5. Fixed assets recording and amortization methods 6. Other assets and deferred expenses recording and amortization methods 7. Liabilities basis of presentation and reporting 8. Provisions in a balance sheet 9. The composition of equity II Profit and loss statement 1. The basis of revenue recognition in the financial statements 2. The statement structure 3. Presentation of taxes on revenues current and deferred taxes 4. Presentation of capital gains and losses 5. Financing expenses - 15-

16 6. Extraordinary items III Statement of Changes in Equity Structure and Composition IV Cash flow statement 1. Cash flows from normal operations 2. Cash flows from investment activities 3. Cash flows from financing activities C. Adjusted financial statements D. Consolidated financial statements E. The equity method F. Notes to the financial statements (accounting policy note, contracts and contingent liabilities note, etc.) G. Events after the balance sheet date how they are expressed in the financial statement H. Profit per share and its significance I. Interim financial statements the structure and contents of the statement J. Analysis of the financial statements - Financial ratios - Liquidity ratios - Profitability ratios - Financial strength ratios - Operational indices (efficiency) 3. Statistics and Financing Requirements The examinee must demonstrate knowledge of basic financing calculations connected with the calculation of interest, current and future value, and yields. He must be able to calculate central values and dispersion indices of statistical series (expectation and variance). The examinee must understand normal distribution and the significance of regression analysis, including understanding the results obtained from such an analysis. Details of the subjects for the examination on statistics and financing - 16-

17 A. Statistics 1. Theoretical statistics 2. Random variable expectancy, variance 3. Normal distribution 4. Understanding of simple regression 5. Probability B. Financing calculations 1. Interest calculation - Compound interest - Real interest - Effective interest 2. Current value method 3. Internal return rate system 4. Calculating rates of return and standard deviation 5. Expectancy/variance model C. Principles of financial asset management 1. Use of the model of dominance 2. Efficiency curve 3. Use of the capital asset pricing model (CAPM) 4. Economics Requirements The examinee must understand how markets work for the different products both in conditions of competition without government intervention and under government intervention and in conditions of unsophisticated competition. The examinee must understand market operations in general, including the reasons for the business cycles and the way fiscal and monetary policy works. A basic understanding of international trade and foreign exchange markets is also required. In all the above subjects, beyond a general understanding of the subjects, - 17-

18 specific familiarity with the Israeli economy and the mechanisms and processes characteristic of it will also be required. Details of subjects in the economics examination A. Principles of Micro-Economics 1. The need phenomenon and the proceeds curve 2. Behavior of the consumer and the company 3. Supply and demand curve (calculating elasticities) 4. Determining an equilibrium in competitive conditions 5. Government intervention 6. Unsophisticated competition (monopoly) B. Principles of Macro-Economics 1. National accounting 2. Determining GNP in the economy 3. Fiscal policy 4. The money market 5. Monetary policy C. Principles of International Economy 1. Balance of payments 2. Relative advantage 3. Foreign currency market 4. Exchange rate policy 5. Analysis of securities and financial instruments (deleted) [Amendment 5756 (No.2)] Second Annex (Regulation 7) 1. Professional Examination A Requirements The examinee must be familiar with the structure of the capital market in Israel and the various indices summarizing activities in the capital market. He must also be familiar with the various assets and financial instruments, - 18-

19 including the tax on them, how they are traded, the methods of calculating the prices of financial instruments and the significance of the parameters published about them. The examinee shall demonstrate knowledge of the various methods of valuing companies and bonds and of the methods of managing the risks involved in investing in government and corporate bonds by including them in the investment portfolio. The examinee must understand the use of financial instruments and the ways of calculating the risks involved in investing in them. Details of the subjects for the Professional Examination A A. Familiarity with the investment instruments that can be purchased in Israel and the taxes on them, including: Mutual funds Securities Savings plans Provident funds Structured products Foreign currency Basket certificates Basic familiarity with the commodity market B. Listing for trading and trading methods Listing securities for trading Trading methods on the stock exchange in Israel and on the world s main stock exchanges Familiarity with the rates sheets and securities indices on the stock market in Israel and on the world s main stock markets Short selling Companies for listings, the stock exchange clearing house, the MAOF clearing house, participation in general meetings and proxy C. Factors affecting the value of securities (micro and macro implications) D. Price adjustments Dividend and interest Bonus shares - 19-

20 Rights Evaluation of issue package E. Familiarity with the different methods of evaluating companies and the relevant parameters Including asset value, market value, multiplier and risk indices F. The term structure of interest rates G. Evaluating bonds Types of government and other bonds and ways of issuing them Criteria for evaluating a bond (including return, taxation, duration, leverage, and collateral) Risk indices (rating systems) Convertible bond analysis H. Prospectus drafting and analysis, including value I. The financial instruments Familiarity with the various financial instruments, including options, futures contracts and swaps. Use of financial instruments (1) Strategy and adjustment to market conditions: Naked strategies Combination strategies saddle and trough Spread and butterfly strategies Box spread and the use of synthetic contracts (2) Risk hedging Pricing options (1) The connection between the price of a call option and the price of a put option (2) The characteristics of option prices (3) Limits on option prices (4) The naïve model (5) The binomial model (6) The Black and Scholes model (7) The sensitivity of the option price to changing parameters (the Greeks) - 20-

21 (8) Evaluating option warrants (9) Evaluating the prices of securities issued by companies with the help of models for evaluating options 2. Professional Examination B Requirements The examinee must be able to apply the knowledge and tools he has acquired in the Professional Examination A and integrate the various subjects in practice. The examinee must know how to build an investment portfolio matched to the needs of the client and his instructions and to know how to manage it on a current basis. The contents of the portfolio and its management will be based on the required balance between the financial assets and adjusting them to changing conditions and developments in the economy in Israel and worldwide. The adjustment of securities will be tested against changes in the relative prices of the financial assets and against professional valuations of the companies whose securities are traded on the stock exchange. Details of the subjects for Professional Examination B defining the client s requirements Determining the risk level at which the client s portfolio will be managed, building an investment portfolio in practice, managing it on a current basis from all aspects; response capability and analysis of possible situations and scenarios in the Israeli economy and in the capital market; dynamic risk management in the investment portfolio using sophisticated financial instruments, including managing a portfolio using the Delta neutral strategy. Exploiting arbitrage opportunities and hedging against risks; calculating returns and comparing the performance of the portfolio to comparative indices and similar portfolios; reporting to the client - 21-

22 Third Annex (Regulation 18) Letter of Undertaking I I.D. number licensed investment adviser / investment marketer / portfolio manager (*) no. hereby declare that: 1. I am self-employed / employed by another whose name is and whose address is branch (*). 2. I have accepted Ms./Mr. I.D. No. as an intern for a period of months pursuant to the Regulation of Investment Advice and Investment Portfolio Management Law, 1995 and the Regulations enacted under it. 3. For as long as Ms./Mr. remains in my service, s/he will be engaged for thirty hours a week only in investment advice / investment marketing and portfolio management / investment marketing / investment marketing and portfolio management. 4. If Ms./Mr, does not come to work on a regular basis or is absent from work for a continuous period of more than one hundred / one hundred and twenty (*) days, or if s/he leaves her/his work under my supervision, I will immediately notify the Securities Authority of the fact. 5. If I wish to bring the internship of Ms./Mr. under my supervision to an end, I will notify the Securities Authority of my reasons for doing so. Date Signature (*) Delete if inapplicable - 22-

23 Fourth Annex (Regulation 23(a)) Mentor s Certificate of Completion of Internship I I.D. No. of place of work hereby declare that Mr. I.D. No. worked in my office as an intern from until and that during that period: 1. He was in my office on a regular basis (apart from the days stated below) for no fewer than hours per week. 2. He was absent from work during the following periods for the reasons stated: From until because: From until because: 3. He was engaged in my office in the following work: 4. As far as I know he was engaged in other work on a regular basis as follows: Date Signature Dan Meridor Minister of Finance 11 Shevat 5757 (January 19, 1997) - 23-