(E) transferable securities; and
(F) other negotiable instruments and financial assets, including bullion;
(xi) participation in issues of all kinds of securities, including underwriting and placement as agent (whether publicly or privately) and provision of services related to such issues;
(xii) money broking;
(xiii) asset management, such as cash or portfolio management, all forms of collective investment management, pension fund management, custodial, depository and trust services;
(xiv) settlement and clearing services for financial assets, including securities, derivative products, and other negotiable instruments;
(xv) provision and transfer of financial information, and financial data processing and related software by suppliers of other financial services; and
(xvi) advisory, intermediation and other auxiliary financial services on all the activities listed in subparagraphs (g)(v) to (g)(xv), including credit reference and analysis, investment and portfolio research and advice, advice on acquisitions and on corporate restructuring and strategy;
(h) "financial service supplier of a Party" means a person of a Party that is engaged in the business of supplying a financial service within the territory of that Party;
(i) "investment" means "investment" as defined in Article 1 (Definitions) of Chapter 8 (Investment), except that, with respect to "loans" and "debt instruments" referred to in that Article:
(i) a loan to or debt instrument issued by a financial institution is an investment only if it is treated as regulatory capital by the Party in whose territory the financial institution is located; and
(i) a loan granted by or debt instrument owned by a financial institution, other than a loan to or debt instrument issued by a financial institution referred to in subparagraph (i)(i), is not an investment;
for greater certainty, a loan granted by or debt instrument owned by a cross-border financial service supplier, other than a loan to or debt instrument issued by a financial institution, is an investment for the purposes of Chapter 8 (Investment), if such loan or debt instrument meets the criteria for investments set out in Article 1 (Definitions) of Chapter 8 (Investment);
(j) "investor of a Party" means a Party, or a person of a Party, that attempts to make,! is making, or has made an investment in the territory of the other Party;
(k) "measure" includes any law, regulation, procedure, requirement or practice;
(l) "national" means:
(i) for Australia, a natural person who is an Australian citizen as defined in the Australian Citizenship Act 2007 as amended from time to time, or any successor legislation;
(ii) for Singapore, a person who is a citizen of Singapore within the meaning of its Constitution and its domestic laws; or
(iii) a permanent resident of either Party;
(m) "new financial service" means a financial service not supplied in the Party's territory that is supplied within the territory of the other Party, and includes any new form of delivery of a financial service or the sale of a financial product that is not sold in the Party's territory;
(n) "person" means a natural person or an enterprise; (1)
(o) "person of a Party" means a national or an enterprise ofa Party and, for greater certainty, does not include a branch of an enterprise of a non- Party;
(p) "public entity" means a central bank or monetary authority of a Party, or any financial institution that is owned or controlled by a Party;
(q) "self-regulatory organisation" means any non-governmental body, including any securities or futures exchange or market, clearing agency, or other organisation or association, that exercises regulatory or supervisory authority over financial service suppliers or financial institutions by statute or delegation from central or regional government;
(r) "Tribunal" means the tribunal established under Article 24 (Submission of a Claim to Arbitration) of Chapter 8 (Investment); and
(s) "TRIPS Agreement" means the Agreement on Trade-Related Aspects of Intellectual Property Rights, set out in Annex 1C to the WTO Agreement. (2)
Article 2. Scope
This Chapter shall apply to measures adopted or maintained by a Party relating to:
(a) financial institutions of the other Party;
(b) investors of the other Party, and investments of those investors, in financial institutions in the Party's territory; and
(c) cross-border trade in financial services.
2. Chapter 7 (Cross-Border Trade in Services) and Chapter 8 (Investment) shall apply to measures described in paragraph 1 only to the extent that those Chapters or Articles of those Chapters are incorporated into this Chapter.
(a) Article 15 (Denial of Benefits) and 16 (General Exceptions) of Chapter 7 (Cross-Border Trade in Services), and Articles 6 (Minimum Standard of Treatment), 9 (Special Formalities and Information Requirements), 13 (Expropriation and Nationalisation), 14 (Treatment in Cases of Armed Conflict or Civil Strife), 15 (Transfers), 18 (Denial of Benefits), 19 (General Exceptions) and 20 (Investment and Environmental, Health and other Regulatory Objectives) of Chapter 8 (Investment) are hereby incorporated into and made a part of this Chapter.
(b) Section B (Investor-State Dispute Settlement) of Chapter 8 (Investment) is hereby incorporated into and made a part of this Chapter? solely for claims that a Party has breached Articles 6 (Minimum Standard of Treatment), 9 (Special Formalities and Information Requirements), 13 (Expropriation and Nationalisation), 14 (Treatment in Cases of Armed Conflict or Civil Strife), 15 (Transfers), or 18 (Denial of Benefits) of Chapter 8 (Investment) incorporated into this Chapter under subparagraph (a). (4)
(c) Article 14 (Payments and Transfers) of Chapter 7 (Cross-Border Trade in Services) is incorporated into and made a part of this Chapter to the extent that cross-border trade in financial services is subject to obligations pursuant to Article 6 (Cross-Border Trade).
3. This Chapter shall not apply to measures adopted or maintained by a Party relating to:
(a) activities or services forming part of a public retirement plan or statutory system of social security; or
(b) activities or services conducted for the account or with the guarantee or using the financial resources of the Party, including its public entities,
except that this Chapter shall apply to the extent that a Party allows any of the activities or services referred to in subparagraph (a) or subparagraph (b) to be conducted by its financial institutions in competition with a public entity or a financial institution.
4. This Chapter shall not apply to government procurement of financial services.
5. This Chapter shall not apply to subsidies or grants with respect to the cross- border supply of financial services, including government-supported loans, guarantees and insurance.
Article 3. National Treatment (5)
1. Each Party shall accord to investors of the other Party treatment no less favourable than that it accords to its own investors, in like circumstances, with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of financial institutions and investments in financial institutions in its territory.
2. Each Party shall accord to financial institutions of the other Party, and to investments of investors of the other Party in financial institutions, treatment no less favourable than that it accords to its own financial institutions, and to investments of its own investors in financial institutions, in like circumstances, with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of financial institutions and investments.
3. For greater certainty, the treatment to be accorded by a Party under paragraph 1 and paragraph 2 means, with respect to a regional level of government, treatment no less favourable than the most favourable treatment accorded, in like circumstances, by that regional level of government to investors, financial institutions and investments of investors in financial institutions, of the Party of which it forms a part.
4. For the purposes of the national treatment obligations in Article 6.1 (Cross- Border Trade), a Party shall accord to cross-border financial service suppliers of the other Party treatment no less favourable than that it accords to its own financial service suppliers, in like circumstances, with respect to the supply of the relevant service.
Article 4. Most-favoured-nation Treatment
1. Each Party shall accord to:
(a) investors of the other Party, treatment no less favourable than that it accords to investors of a non-Party, in like circumstances;
(b) financial institutions of the other Party, treatment no less favourable than that it accords to financial institutions of a non-Party, in like circumstances;
(c) investments of investors of the other Party in financial institutions, treatment no less favourable than that it accords to investments of investors of a non-Party in financial institutions, in like circumstances; and
(d) cross-border financial service suppliers of the other Party, treatment no less favourable than that it accords to cross-border financial service suppliers of a non-Party, in like circumstances.
2. For greater certainty, the treatment referred to in paragraph 1 does not encompass international dispute resolution procedures or mechanisms such as those included in Article 2.2(b) (Scope).
Article 5. Market Access for Financial Institutions
Neither Party shall adopt or maintain with respect to financial institutions of the other Party or investors of the other Party seeking to establish those institutions, either on the basis of a regional subdivision or on the basis of its entire territory, measures that:
(a) impose limitations on:
(i) the number of financial institutions whether in the form of numerical quotas, monopolies, exclusive service suppliers or the requirement of an economic needs test;
(ii) the total value of financial service transactions or assets in the form of numerical quotas or the requirement of an economic needs test;
(iii) the total number of financial service operations or the total quantity of financial services output expressed in terms of designated numerical units in the form of quotas or the requirement of an economic needs test; (6) or
(iv) the total number of natural persons that may be employed in a particular financial service sector or that a financial institution may employ and who are necessary for, and directly related to, the supply of a specific financial service in the form of numerical quotas or the requirement of an economic needs test; or
(b) restrict or require specific types of legal entity or joint venture through which a financial institution may supply a service.
Article 6. Cross-border Trade
1. Each Party shall permit, under terms and conditions that accord national treatment, cross-border financial service suppliers of the other Party to supply the financial services specified in Annex 9-A (Cross-Border Trade).
2. Each Party shall permit persons located in its territory, and its nationals wherever located, to purchase financial services from cross-border financial service suppliers of the other Party located in the territory of the other Party. This obligation does not require a Party to permit those suppliers to do business or solicit in its territory.
A Party may define "doing business" and "solicitation" for the purposes of this obligation provided that those definitions are not inconsistent with paragraph 1.
3. Without prejudice to other means of prudential regulation of cross-border trade in financial services, a Party may require the registration or authorisation of cross- border financial service suppliers of the other Party and of financial instruments.
Article 7. New Financial Services (7)
Each Party shall permit a financial institution of the other Party to supply a new financial service that the Party would permit its own financial institutions, in like circumstances, to supply without adopting a law or modifying an existing law. (8) Notwithstanding Article 5(b) (Market Access for Financial Institutions), a Party may determine the institutional and juridical form through which the new financial service may be supplied and may require authorisation for the supply of the service. If a Party requires a financial institution to obtain authorisation to supply a new financial service, the Party shall decide within a reasonable period of time whether to issue the authorisation and may refuse the authorisation only for prudential reasons.
Article 8. Treatment of Certain Information
Nothing in this Chapter shall require a Party to furnish or allow access to:
(a) information related to the financial affairs and accounts of individual customers of financial institutions or cross-border financial service suppliers; or
(b) any confidential information, the disclosure of which would impede law enforcement or otherwise be contrary to the public interest or prejudice legitimate commercial interests of particular enterprises.
Article 9. Senior Management and Boards of Directors
1. Neither Party shall require financial institutions of the other Party to engage natural persons of any particular nationality as senior managerial or other essential personnel.
2. Neither Party shall require that more than a minority of the board of directors of a financial institution of the other Party be composed of nationals of the Party, persons residing in the territory of the Party, or a combination thereof.
Article 10. Non-conforming Measures
1. Articles 3 (National Treatment), 4 (Most-Favoured-Nation Treatment), 5 (Market Access for Financial Institutions), 6 (Cross-Border Trade) and 9 (Senior Management and Boards of Directors) shall not apply to:
(a) any existing non-conforming measure that is maintained by a Party at:
(i) the central level of government, as set out by that Party in Section A of its Schedule to Annex 6;
(ii) a regional level of government, as set out by that Party in Section A of its Schedule to Annex 6; or
(iii) a local level of government;
(b) the continuation or prompt renewal of any non-conforming measure referred to in subparagraph (a); or
(c) an amendment to any non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure as it existed:
(i) immediately before the amendment, with Articles 3 (National Treatment), 4 (Most-Favoured-Nation Treatment), 5 (Market Access for Financial Institutions) or 9 (Senior Management and Boards of Directors); or
(ii) on the date of entry into force of the Agreement for the Party applying the non-conforming measure, with Article 6 (Cross- Border Trade).
2. Articles 3 (National Treatment), 4 (Most-Favoured-Nation Treatment), 5 (Market Access for Financial Institutions), 6 (Cross-Border Trade) and 9 (Senior Management and Boards of Directors) shall not apply to any measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out by that Party in Section B of its Schedule to Annex 6.
3. A non-conforming measure, set out in a Party's Schedule to Annex 4-I or 4-II as not subject to Articles 4 (National Treatment) or 5 (Most-Favoured-Nation Treatment) of Chapter 7 (Cross-Border Trade in Services) or Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) or 8 (Senior Management and Boards of Directors) of Chapter 8 (Investment) shall be treated as a non-conforming measure not subject to Articles 3 (National Treatment), 4 (Most-Favoured-Nation Treatment) or 9 (Senior Management and Boards of Directors), as the case may be, to the extent that the measure, sector, subsector or activity set out in the entry is covered by this Chapter.
4. (a) Article 3 (National Treatment) shall not apply to any measure that falls within an exception to, or derogation from, the obligations which are imposed by Article 3 of the TRIPS Agreement.
(b) Article 4 (Most-Favoured-Nation Treatment) shall not apply to any measure that falls within Article 5 of the TRIPS Agreement, or an exception to, or derogation from, the obligations which are imposed by Article 4 of the TRIPS Agreement.
Article 11. Exceptions
1. Notwithstanding any other provisions of this Chapter and Agreement except for Chapters 2 (Trade in Goods), 3 (Rules of Origin), 4 (Customs Procedures) and 5 (Technical Regulations and Sanitary and Phytosanitary Measures), a Party shall not be prevented from adopting or maintaining measures for prudential reasons, (9) including for the protection of investors, depositors, policy holders, or persons to whom a fiduciary duty is owed by a financial institution or cross-border financial service supplier, or to ensure the integrity and stability of the financial system. If these measures do not conform with the provisions of this Agreement to which this exception applies, they shall not be used as a means of avoiding the Party's commitments or obligations under those provisions.
2. Nothing in this Chapter, Chapters 7 (Cross-Border Trade in Services), 8 (Investment), 10 (Telecommunications Services), or 14 (Electronic Commerce) shall apply to non-discriminatory measures of general application taken by any public entity in pursuit of monetary and related credit policies or exchange rate policies. This paragraph shall not affect a Party's obligations under Article 7 (Prohibition of Performance Requirements) of Chapter 8 (Investment) with respect to measures covered by Chapter 8 (Investment), under Article 15 (Transfers) of Chapter 8 (Investment) or Article 14 (Payments and Transfers) of Chapter 7 (Cross-Border Trade in Services).
3. Notwithstanding Article 15 (Transfers) of Chapter 8 (Investment) and Article 14 (Payments and Transfers) of Chapter 7 (Cross-Border Trade in Services), as incorporated into this Chapter, a Party may prevent or limit transfers by a financial institution or cross-border financial service supplier to, or for the benefit of, an affiliate of or person related to such institution or supplier, through the equitable, non- discriminatory and good faith application of measures relating to maintenance of the safety, soundness, integrity, or financial responsibility of financial institutions or cross- border financial service suppliers. This paragraph does not prejudice any other provision of this Agreement that permits a Party to restrict transfers.
4. For greater certainty, nothing in this Chapter shall be construed to prevent a Party from adopting or enforcing measures necessary to secure compliance with laws or regulations that are not inconsistent with this Chapter, including those relating to the prevention of deceptive and fraudulent practices or to deal with the effects of a default on financial services contracts, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between Parties or between Parties and non-Parties where like conditions prevail, or a disguised restriction on investment in financial institutions or cross-border trade in financial services as covered by this Chapter.
Article 12. Recognition
1. A Party may recognise prudential measures of the other Party or a non-Party in the application of measures covered by this Chapter. (10) That recognition may be:
(a) accorded autonomously;
(b) achieved through harmonisation or other means; or
(c) based upon an agreement or arrangement with the other Party or a non- Party.
2. A Party that accords recognition of prudential measures under paragraph 1 shall provide adequate opportunity to the other Party to demonstrate that circumstances exist in which there are or would be equivalent regulation, oversight, implementation of regulation and, if appropriate, procedures concerning the sharing of information between the Parties.
3. If a Party accords recognition of prudential measures under paragraph 1(c) and the circumstances set out in paragraph 2 exist, that Party shall provide adequate opportunity to the other Party to negotiate accession to the agreement or arrangement, or to negotiate a comparable agreement or arrangement.
Article 13. Transparency and Administration of Certain Measures
1. The Parties recognise that transparent regulations and policies governing the activities of financial institutions and cross-border financial service suppliers are important in facilitating their ability to gain access to and operate in each other's markets. Each Party commits to promote regulatory transparency in financial services.
2. Each Party shall ensure that all measures of general application to which this Chapter applies are administered in a reasonable, objective and impartial manner.
3. Each Party shall, to the extent practicable:
(a) publish in advance any such regulation that it proposes to adopt and the purpose of the regulation; and
(b) provide interested persons and the other Party with a reasonable opportunity to comment on that proposed regulation.
4. At the time that it adopts a final regulation, a Party should, to the extent practicable, address in writing the substantive comments received from interested persons with respect to the proposed regulation. (11)
5. To the extent practicable, each Party should allow a reasonable period of time between publication of a final regulation of general application and the date when it enters into effect.
6. Each Party shall ensure that the rules of general application adopted or maintained by a self-regulatory organisation of the Party are promptly published or otherwise made available in a manner that enables interested persons to become acquainted with them.
7. Each Party shall maintain or establish appropriate mechanisms for responding to inquiries from interested persons regarding measures of general application covered by this Chapter.
8. Each Party's regulatory authorities shall make publicly available the requirements, including any documentation required, for completing an application relating to the supply of financial services.
9. On request of an applicant, a Party's regulatory authority shall inform the applicant of the status of its application. If the authority requires additional information from the applicant, it shall notify the applicant without undue delay.
10. A Party's regulatory authority shall make an administrative decision on a complete application of an investor in a financial institution, a financial institution or a cross-border financial service supplier of the other Party relating to the supply of a financial service, within 120 days and shall promptly notify the applicant of the decision. An application shall not be considered complete until all relevant hearings have been held and all necessary information has been received. If it is not practicable for a decision to be made within 120 days, the regulatory authority shall notify the applicant without undue delay and shall endeavour to make the decision within a reasonable period of time thereafter.
11. On request of an unsuccessful applicant, a regulatory authority that has denied an application shall, to the extent practicable, inform the applicant of the reasons for denial of the application.
Article 14. Self-regulatory Organisations
If a Party requires a financial institution or a cross-border financial service supplier of the other Party to be a member of, participate in, or have access to, a self- regulatory organisation in order to provide a financial service in or into its territory, it shall ensure that the self-regulatory organisation observes the obligations contained in Articles 3 (National Treatment) and 4 (Most-Favoured-Nation Treatment).
Article 15. Payment and Clearing Systems
Under terms and conditions that accord national treatment, each Party shall grant financial institutions of the other Party established in its territory access to payment and clearing systems operated by public entities, and to official funding and refinancing facilities available in the normal course of ordinary business. This Article is not intended to confer access to the Party's lender of last resort facilities.
Article 16. Expedited Availability of Insurance Services
The Parties recognise the importance of maintaining and developing regulatory procedures to expedite the offering of insurance services by licensed suppliers. These procedures may include: allowing introduction of products unless those products are disapproved within a reasonable period of time; not requiring product approval or authorisation of insurance lines for insurance other than insurance sold to individuals or compulsory insurance; or not imposing limitations on the number or frequency of product introductions. If a Party maintains regulatory product approval procedures, that Party shall endeavour to maintain or improve those procedures.
Article 17. Performance of Back-office Functions
1. The Parties recognise that the performance of the back-office functions of a financial institution in its territory by the head office or an affiliate of the financial institution, or by an unrelated service supplier, either inside or outside its territory, is important to the effective management and efficient operation of that financial institution. While a Party may require financial institutions to ensure compliance with any domestic requirements applicable to those functions, they recognise the importance of avoiding the imposition of arbitrary requirements on the performance of those functions.
2. For greater certainty, nothing in paragraph 1 prevents a Party from requiring a financial institution in its territory to retain certain functions.
Article 18. Specific Commitments
Annex 9-B (Specific Commitments) sets out certain specific commitments by each Party.
Article 19. Committee on Financial Services
1. The Parties hereby establish a Committee on Financial Services (Committee). The principal representative of each Party shall be an official of the Party's authority responsible for financial services set out in Annex 9-C (Authorities Responsible for Financial Services).
2. The Committee shall:
(a) supervise the implementation of this Chapter and its further elaboration;
(b) consider issues regarding financial services that are referred to it by a Party; and
(c) participate in the dispute settlement procedures in accordance with Article 22 (Investment Disputes in Financial Services).
3, The Committee shall meet annually, or as it decides otherwise, to assess the functioning of this Agreement as it applies to financial services.
Article 20. Consultations
1. A Party may request, in writing, consultations with the other Party regarding any matter arising under this Agreement that affects financial services. The other Party shall give sympathetic consideration to the request to hold consultations. The Parties shall report the results of their consultations to the Committee.
2. Consultations under this Article shall include officials of the authorities specified in Annex 9-C (Authorities Responsible for Financial Services).
3. For greater certainty, nothing in this Article shall be construed to require a Party to derogate from its law regarding sharing of information between financial regulators or the requirements of an agreement or arrangement between financial authorities of the Parties, or to require a regulatory authority to take any action that would interfere with specific regulatory, supervisory, administrative or enforcement matters.
Article 21. Dispute Settlement
1. Chapter 16 (Dispute Settlement) shall apply as modified by this Article to the settlement of disputes arising under this Chapter.