S 241

SECURITIES AND FUTURES ACT 2001

(ACT 42 OF 2001)

SECURITIES AND FUTURES (OFFERS OF INVESTMENTS) (COLLECTIVE INVESTMENT SCHEMES) REGULATIONS 2002

In exercise of the powers conferred by sections 286, 287, 289, 296, 300, 305, 337, 341 and 344 of the Securities and Futures Act 2001, the Monetary Authority of Singapore hereby makes the following Regulations:

PART I

PRELIMINARY

Citation and commencement
1.   These Regulations may be cited as the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2002 and shall come into operation on 1st July 2002.

Definitions
2.?(1)   In these Regulations, unless the context otherwise requires ?

"appointed date" means the date of commencement of Part XIII of the Act;

"approved trustee" means a public company approved by the Authority under section 289 (1) of the Act to act as a trustee for collective investment schemes;

"existing scheme" means a collective investment scheme in respect of which an offer of units in the scheme to the public for subscription or purchase, or an invitation to the public to subscribe for or purchase units in the scheme, has previously been made, whether in Singapore or elsewhere;

"new scheme" means a collective investment scheme in respect of which an offer of units in the scheme to the public for subscription or purchase, or an invitation to the public to subscribe for or purchase units in the scheme, has not previously been made, whether in Singapore or elsewhere;

"old law" means the Companies Act (Cap. 50) in force immediately before the appointed date;

"responsible person" , in relation to a restricted scheme, means ?

(a) in the case of a scheme which is authorised under paragraph 2 of the Fifth Schedule, the manager for the scheme;

(b) in the case of a scheme which is recognised under paragraph 3 of the Fifth Schedule ?

(i) where the scheme is constituted as a corporation, the corporation; and

(ii) where the scheme is not constituted as a corporation, the manager for the scheme;

"restricted authorised scheme" means a restricted scheme which is constituted in Singapore and authorised under paragraph 2 of the Fifth Schedule;

"restricted recognised scheme" means a restricted scheme which is constituted outside Singapore and recognised under paragraph 3 of the Fifth Schedule;

"restricted scheme" means a collective investment scheme, whether constituted in Singapore or elsewhere, in respect of which an offer of units in the scheme for subscription or purchase, or an invitation to subscribe for or purchase units in the scheme, is made to a sophisticated investor and which satisfies section 305 (1) (i) to (iv) of the Act.

(2) Any word or expression used in these Regulations which is defined in section 283 of the Act shall, unless the context otherwise requires, have the same meaning as in that section.

Forms
3.?(1)   A document required to be lodged with the Authority under Division 2 of Part XIII of the Act or these Regulations shall, subject to paragraph (2), be lodged together with the relevant form specified in the First Schedule.

(2)   Where there is no relevant form specified in the First Schedule for the document, the document shall ?

(a) if it is a prospectus or profile statement or an amendment to a prospectus or profile statement, a supplementary document, a replacement document or an information memorandum, be lodged together with Form 6 in the First Schedule; or

(b) if it is any other document, be lodged together with Form 7 in the First Schedule.

Directions in forms
4.   A form prescribed by these Regulations shall be completed in accordance with such directions as may be prescribed in the form or as the Authority may specify.

Fees
5.   The fees specified in the Second Schedule shall be payable to the Authority for the purposes specified therein, and shall not be refundable.

PART II

AUTHORISATION AND
RECOGNITION REQUIREMENTS

Division 1 ? Approval Criteria for Trustees

Approval criteria for trustees
6.?(1)   For the purposes of section 289 of the Act, the Authority may approve a public company as an approved trustee if the Authority is satisfied that ?

(a) the public company has ?

(i) paid-up capital of not less than $1 million;

(ii) shareholders? funds of not less than $1 million;

(iii) a sound financial position;

(iv) a sufficient number of qualified personnel with experience in performing the duties of an approved trustee or other relevant experience, having regard to the nature and extent of the activities which the public company carries on or will carry on; and

(v) sound compliance systems;

(b) the public company is a fit and proper person;

(c) each officer of the public company is a fit and proper person; and

(d) the public company has, if so required by the Authority ?

(i) obtained professional indemnity insurance for such amount and on such terms as may be specified by the Authority by notice in writing; or

(ii) provided the Authority with a performance bond, guarantee or any similar instrument (by whatever name called) from its holding company, if any, for such amount and on such terms as may be specified by the Authority by notice in writing.

(2)   In determining whether a public company has sound compliance systems for the purposes of paragraph (1) (a) (v), the Authority shall have regard to whether the management systems and internal controls of the public company are adequate to allow the public company ?

(a) to comply fully with legal and regulatoryrequirements applicable to an approved trustee;

(b) to monitor the activities of managers of collective investment schemes for which the public company may act as an approved trustee; and

(c) to maintain a strong control environment and effective control procedures.

(3)   In determining whether a public company is a fit and proper person for the purposes of paragraph (1) (b), the Authority may take into account any matter it deems fit, including matters relating to ?

(a) any person who is or will be employed by or associated with the public company;

(b) any director of the public company;

(c) any person whom the Authority considers to be exercising influence over the public company;

(d) any related corporation of the public company;

(e) any director of such related corporation; and

(f) any person whom the Authority considers to be exercising influence over such related corporation.

(4)   For the purposes of paragraph (1) ?

"officer" , in relation to a public company, means any director or secretary of the public company or any person employed in an executive capacity by the public company;

"personnel" , in relation to a public company, means ?

(a) any person, including any director, employed in an executive or managerial capacity by the public company; or

(b) any other person who carries out executive or managerial duties for the public company.

Division 2 ? Operational Requirements for
Approved Trustees

Operational requirements for approved trustees
7.?(1)   An approved trustee shall, in respect of a collective investment scheme for which it acts as trustee ?

(a) where the approved trustee knows that the manager for the scheme has contravened any legal or regulatory requirement applicable to it in relation to that scheme, inform the Authority no later than 3 business days after the approved trustee knows of such contravention;

(b) take into custody or control all the property of that scheme and hold it on trust for the participants;

(c) ensure that all the property of that scheme is properly accounted for;

(d) ensure that the property of that scheme is kept distinct from its own property and the property of its other clients;

(e) keep and maintain or cause to be kept and maintained a register of the participants; and

(f) make that register available for inspection, free of charge, to the manager for the scheme or any participant during the business hours of the approved trustee.

(2)   The register referred to in paragraph (1) (e) shall contain ?

(a) the name and address of each participant;

(b) the extent of the holding of each participant;

(c) the date on which the name of each person was entered in the register as a participant; and

(d) the date on which any person ceased to be a participant.

(3)   Notwithstanding paragraph (1) (e) and (f), at any time for a period of 12 months from the appointed date, the manager for any collective investment scheme shall comply with section 115 of the old law, unless the approved trustee for that scheme complies with paragraph (1) (e) and (f).

(4)   Any person who contravenes paragraph (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

(5)   Section 333 (1) of the Act shall not apply to any offence under paragraph (4).

Division 3 ? Trust Deed Requirements

Covenants to be included in trust deeds
8.?(1)   For the purposes of section 286 (2) (c) of the Act, the Authority may authorise a collective investment scheme constituted in Singapore as a unit trust if the trust deed contains covenants binding ?

(a) the manager for the scheme ?

(i) to use its best endeavours to carry on and conduct its business in a proper and efficient manner, and ensure that the scheme is carried on and conducted in a proper and efficient manner;

(ii) to pay to the trustee for the scheme within 5 business days after the receipt by the manager of any money that, under the trust deed, is payable by the manager to the trustee;

(iii) not to sell any unit in the scheme otherwise than at a price determined in accordance with the provisions of the trust deed;

(iv) at the request of a participant, to purchase from the participant units which the participant has subscribed for or acquired and at a purchase price determined in accordance with the provisions of the trust deed;

(v) to keep or cause to be kept such books as will sufficiently explain the transactions and financial position of the scheme and enable true and fair accounts to be prepared from time to time;

(vi) to keep or cause to be kept the books referred to in sub-paragraph (v) in such manner as will enable them to be conveniently and properly audited; and

(vii) to prepare or cause to be prepared ?

(A) the accounts relating to the scheme; and

(B) semi-annual reports and, where applicable, semi-annual performance statements relating to the scheme in accordance with the Code on Collective Investment Schemes;

(b) the trustee for the scheme ?

(i) to exercise all due diligence and vigilance in carrying out its functions and duties and in safeguarding the rights and interests of the participants;

(ii) to cause the accounts relating to the scheme to be audited at the end of each financial year by an auditor; and

(iii) to send or cause to be sent by post to the participants ?

(A) the accounts of the scheme with the report of the auditor thereon within 3 months from the end of each financial year of the scheme; and

(B) a semi-annual report relating to the scheme within 2 months from the end of the period covered by the report and, where applicable,
 a semi-annual performance statement relating to the scheme within 2 months from the end of the period covered by the statement; and

(c) the manager for the scheme, to the same extent as if the trustee for the scheme were a director of the manager ?

(i) to make available for inspection within a reasonable time to the trustee, or any auditor appointed by the trustee, the books of the manager relating to the scheme whether these books are kept at the registered office of the manager or elsewhere; and

(ii) to give within a reasonable time to the trustee, or any auditor appointed by the trustee, such oral or written information as the trustee or auditor requires with respect to the scheme.

(2)   For the purposes of this regulation, ?accounts? has the same meaning as in section 4 (1) of the Companies Act (Cap. 50).

Other particulars to be included in trust deeds
9.   For the purposes of section 286 (2) (c) of the Act, the Authority may authorise a collective investment scheme constituted in Singapore as a unit trust if the trust deed includes ?

(a) provisions relating to such particulars as are sufficient to disclose the structure of the scheme, the nature of the units in the scheme, the investment objectives of the scheme and the types of authorised investments and investment restrictions applicable to the scheme, including those that are applicable by virtue of the Code on Collective Investment Schemes;

(b) except where no property is to be vested in the trustee, provisions creating a trust, or containing a declaration of trust, and setting out full particulars of the trust, including precise information as to the circumstances in which the money, marketable securities, investments and other property subject to the trust are or will be vested in the trustee, and the duties and obligations of the trustee towards the participants;

(c) provisions for and specifying full particulars with respect to ?

(i) the retirement, removal and replacement of the trustee for the scheme;

(ii) the retirement, removal and replacement of the manager for the scheme;

(iii) the appointment, retirement, removal and replacement of the auditor of the accounts relating to the scheme; and

(iv) the duration, if ascertainable, of the scheme or, if the duration is not ascertainable, a statement of that fact;

(d) where the scheme invests in property that tends to depreciate in value through use or effluxion of time, provisions regarding particulars of the provision made or to be made for the replacement of that property and the source or sources from which the replacement is to be made or from which the cost of the replacement is to be met or, if no provision is or is to be made, a statement of that fact;

(e) provisions specifying full particulars of ?

(i) the method of determining the price at which a unit in the scheme may be sold by the manager for the scheme;

(ii) the circumstances in which the manager for the scheme or any other person may be required to purchase from a participant any unit subscribed for or acquired by the participant and the method of determining the price at which the unit is to be purchased;

(iii) the method of valuation of investments comprised in the scheme and the time of day when valuation is to be made;

(iv) the circumstances in which, and methods by which, all or any of the investments or other property comprising or forming part of the scheme may be varied;

(v) the conditions governing the transfer of units in the scheme;

(vi) the conditions governing the distribution of income to the participants;

(vii) the remuneration of the trustee for the scheme and of the manager for the scheme, respectively, and the manner in which that remuneration is provided for; and

(viii) any other fees or charges payable by the scheme or participants;

(f) provisions requiring the prior approval of the trustee for any changes to the particulars to which sub-paragraph (e) (i), (ii) or (iii) relate, and requiring the trustee to determine if the participants should be informed of such changes;

(g) provisions relating to the convening of meetings of the participants;

(h) provisions incorporating, whether by way of annex or otherwise, the terms and form of any agreement which the trust deed requires, or confers a right on, the participants to enter into in connection with the scheme;

(i) provisions relating to details of the scheme?s borrowing limit and borrowing powers, including stock borrowings;

(j) provisions specifying the party to whom interest on monies held by the manager for the scheme pending payment to the approved trustee should accrue;

(k) where applicable, provisions regarding a regular savings plan incorporated into the scheme or enabling such a plan to be incorporated; and

(l) where the trust deed is capable of modification, provisions relating to the modification of the trust deed.

Penalty for breach of covenant
10.?(1)   Subject to regulation 11, where a collective investment scheme is authorised under section 286 (1) of the Act, any person who fails to comply with any covenant referred to in regulation 8 (1) (a) or (b) which is included in the trust deed of the collective investment scheme, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

(2)   Section 333 (1) of the Act shall not apply to any offence under paragraph (1).

Savings and transitionals for this Division
11.?(1)   For the purposes of section 286 (10) of the Act, for a period of 12 months from the appointed date ?

(a) regulation 8 (1) (a) (ii) shall not apply in relation to the trust deed of any collective investment scheme referred to in regulation 38 (2);

(b) regulation 8 (1) (a) (v), (vi) and (vii) shall not apply in relation to a trust deed of a collective investment scheme containing the covenant referred to in section 111 (1) (c) (ii) of the old law;

(c) regulation 8 (1) (b) (iii) shall not apply in relation to a trust deed of a collective investment scheme containing the covenant referred to in section 111 (1) (c) (iv) of the old law; and

(d) regulation 9 (f) shall not apply in relation to a trust deed of any collective investment scheme referred to in regulation 38 (2).

(2)   At any time for a period of 12 months from the appointed date ?

(a) in respect of a collective investment scheme referred to in paragraph (1) (a), the manager for the scheme shall comply with the covenant referred to in regulation 8 (1) (a) (ii), as if that covenant were in the trust deed;

(b) in respect of a collective investment scheme referred to in paragraph (1) (b) ?

(i) unless the manager for the scheme complies with the covenants referred to in regulation 8 (1) (a) (v) and (vi) as if those covenants were in the trust deed, the trustee for the scheme shall comply with the covenant referred to in section 111(1) (c) (ii) of the old law;

(ii) unless the manager for the scheme complies with the covenant referred to in regulation 8 (1) (a)(vii) (A) as if that covenant were in the trust deed, the trustee for the scheme shall prepare, or cause to be prepared, the accounts relating to the scheme; and

(iii) the manager for the scheme shall comply with the covenant referred to in regulation 8 (1) (a) (vii) (B), as if that covenant were in the trust deed; and

(c) in respect of a collective investment scheme referred to in paragraph (1) (c) ?

(i) the trustee for the scheme shall comply with the covenant referred to in regulation 8 (1) (b) (iii) (A), as if that covenant were in the trust deed;

(ii) unless the trustee for the scheme complies with the covenant referred to in regulation 8 (1) (b) (iii) (B) as if that covenant were in the trust deed, the manager for the scheme shall send to the participants ?

(A) a semi-annual report relating to the scheme within 2 months from the end of the period covered by the report; and

(B) where applicable, a semi-annual performance statement relating to the scheme within 2 months from the end of the period covered by the statement.

(3)   Any person who contravenes paragraph (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

(4)   Section 333 (1) of the Act shall not apply to any offence under paragraph (3).

PART III

PROSPECTUS REQUIREMENTS

Division 1 ? Form and Content

Contents of prospectus
12.   For the purposes of section 296(1) of the Act, a prospectus in respect of units in a collective investment scheme shall be prepared in accordance with the requirements set out in the Third Schedule.

Contents of profile statement
13.?(1)   For the purposes of section 296 (2) of the Act, a profile statement in respect of units in a collective investment scheme shall contain ?

(a) a statement that copies of the prospectus are available for collection at the times and places specified in the profile statement; and

(b) a statement that the following persons are satisfied that the profile statement contains a fair summary of the key information set out in the prospectus:

(i) where the responsible person for the scheme is a corporation, the directors of the responsible person; or

(ii) where the responsible person for the scheme is not a corporation, the persons who signed the prospectus pursuant to an approval by the Authority under section 296 (11) (c) (ii) of the Act.

(2)   A profile statement shall not contain ?

(a) any statement or matter that is false or misleading in the form and context in which it is included;

(b) any material information that is not contained in the prospectus; and

(c) any material information that differs in any material particular from that set out in the prospectus.

Supplementary document and replacement document
14.   The copy of a supplementary document or replacement document to be lodged with the Authority under section 298 of the Act shall be signed by the following persons:

(a) where the responsible person for the collective investment scheme is a corporation, by every director of the responsible person, and every person who is named therein as a proposed director of the responsible person, or a person authorised in writing by such director or proposed director; or

(b) where the responsible person for the collective investment scheme is not a corporation, by such persons as the Authority may approve.

General requirements for documents lodged with Authority
15.?(1)   A document to be lodged with the Authority under Division 2 of Part XIII of the Act or these Regulations in paper form shall comply with the following requirements:

(a) the document shall be on paper that is 297 millimetres in length and 210 millimetres in breadth (A4 paper size);

(b) the contents of the document shall be legible; and

(c) except with the consent of the Authority, the document shall not be a carbon copy or a photocopy.

(2) The fee payable to the Authority in respect of the lodgment of a document with the Authority shall be paid at the time the document is lodged.

(3) Paragraph (1) shall not apply where a document is lodged with the Authority electronically or using means other than delivery by hand or post, but ?

(a) the responsible person shall maintain the original document at its principal place of business; and

(b) the document shall be accompanied by a signed statement of the person who lodged the document verifying that the document is a true copy of the original document maintained by the responsible person.

Form or medium of document
16.?(1)   A person who lodges any of the following documents with the Authority in paper form shall also provide an electronic copy of that document (excluding any annex required under regulation 19) to the Authority:

(a) a prospectus;

(b) a profile statement;

(c) a supplementary document;

(d) a replacement document;

(e) an information memorandum under section 305 of the Act.

(2)   An electronic copy of any document required under paragraph (1) shall be ?

(a) in the portable document format (PDF); and

(b) accompanied by a signed statement of the person who lodged the document, verifying that the document is a true copy of the document lodged with the Authority in paper form.

Verification of expert?s consent
17.   For the purposes of section 296 (10) (e) of the Act, a copy of any consent lodged with the Authority, being consent required by section 249 of the Act (as applied to Division 2 of Part XIII of the Act by virtue of section 302 of the Act) to the issue of a prospectus, shall be accompanied by a signed statement of the person who lodged the copy, verifying that he has compared the copy with the original consent and is satisfied that it is a true copy of the original consent.

Signature on documents lodged with Authority
18.?(1)   Except as otherwise provided in the Act or these Regulations (including the forms in the First Schedule), a document relating to a collective investment scheme lodged with the Authority under Division 2 of Part XIII of the Act or these Regulations shall be signed or authenticated by a director, the secretary or the manager of the responsible person, a person authorised in writing by the responsible person or, in the case of a document relating to a foreign company, the agent of the foreign company in Singapore.

(2) In paragraph (1) ?

"agent" has the same meaning as in section 366 (1) of the Companies Act (Cap. 50);

"manager" has the same meaning as in section 4 (1) of the Companies Act.

Authorisation to be lodged
19.   Where a copy of any document lodged with the Authority under Division 2 of Part XIII of the Act is signed by a person authorised in writing by a director or proposed director, the authorisation or a copy of the authorisation accompanied by a statement of the person who lodged the copy verifying that he has compared the copy with the original authorisation and is satisfied that it is a true copy of the original authorisation, shall be annexed to the copy of the document lodged with the Authority.

Penalty for false statement
20.   Any person who makes a statement verifying any matter under this Division which he knows or has reason to believe to be false or does not believe to be true, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.

Division 2 ? Exemption from section 300 (1) of Act

Exemption
20A.?(1)   The Authority hereby exempts from section 300 (1) of the Act any person who ?

(a) advertises an offer or invitation, or intended offer or invitation, of units in a collective investment scheme or proposed collective investment scheme; or

(b) publishes a statement that, directly or indirectly, refers to such an offer or invitation, or intended offer or invitation, or is reasonably likely to induce people to subscribe for or purchase the units,

if the advertisement or publication complies with the conditions set out in regulations 21 to 29.

(2)   A reference in this Division to an offer or invitation, or intended offer or invitation, is a reference to an offer or invitation, or intended offer or invitation, of units in a collective investment scheme or proposed collective investment scheme to the public for subscription or purchase, for which a prospectus is required.

Advertisement shall not be false or misleading
21.?(1)   An advertisement or a publication shall not contain any information that is false or misleading, or that cannot be justified on the facts known to the person responsible for the advertisement or publication, at the time the advertisement or publication is advertised or published.

(2)   An advertisement or publication in relation to a collective investment scheme shall not, whether by the prominence given to specific information or otherwise, create a false or misleading impression as to the collective investment scheme in question.

Contents of advertisement where units in collective investment scheme are already offered
22.   Where an offer or invitation in respect of units in a collective investment scheme is being made at the time an advertisement or publication in relation to the scheme is advertised or published, the advertisement or publication shall ?

(a) state ?

(i) that a prospectus or profile statement in relation to the scheme is available;

(ii) how a copy of the prospectus or profile statement may be obtained;

(iii) that a potential investor should read the prospectus or profile statement before deciding whether to subscribe for or purchase units in the scheme; and

(iv) that the value of the units in the scheme and the income accruing to the units, if any, may fall or rise;

(b) state the name of the responsible person for the scheme if the advertisement or publication does not otherwise clearly identify that person;

(c) where the name of the scheme is not indicative of the scheme?s investment objectives and focus, state the scheme?s investment objectives and focus;

(d) where the advertisement or publication includes a quotation expressing acclaim or approval for or recommending the scheme or the responsible person for the scheme, state the source of such quotation;

(e) where there is no guarantee or warrantygiven as to ?

(i) the protection of the principal sum a participant invests in the scheme (whether including or excluding the subscription fee); or

(ii) the rate of return on the scheme,

not use words such as ?guarantee?, ?warranty? or any other expression suggesting that the principal sum invested in or rate of return on the scheme is guaranteed, or that a participant cannot lose money;

(f) where the scheme is represented as a guaranteed scheme, state the name of the guarantor;

(g) where the scheme is a hedge fund or other high risk fund, indicate that an investment in the scheme involves a high degree of risk, and that investment in such a scheme is only appropriate for a person able and willing to take such a risk; and

(h) where the units of the scheme are listed or where an application has been or will be made for such units to be listed for quotation on the official list of any securities exchange, and all or most investors may only deal in the units through the securities exchange, include ?

(i) a statement that investors cannot redeem the units with the manager for the scheme or that investors may only redeem units with the manager for the scheme under certain specified conditions; and

(ii) a statement that the listing of the units does not guarantee a liquid market for the units.

Contents of advertisement where units in collective investment scheme are not yet offered
23. Where an offer or invitation of units in a collective investment scheme has not yet been made at the time an advertisement or publication in relation to the scheme is advertised or published but it is reasonably likely that it will be made, the advertisement or publication shall ?

(a) state ?

(i) that a prospectus or profile statement in relation to the scheme will be made available when the offer or invitation is made;

(ii) when the prospectus or profile statement is expected to be available;

(iii) how a copy of the prospectus or profile statement may be obtained;

(iv) that a potential investor should read the prospectus or profile statement before deciding whether to subscribe for or purchase units in the scheme; and

(v) that the value of the units in the scheme and the income accruing to the units, if any, may fall or rise; and

(b) comply with the requirements under regulation 22 (b) to (h).

Past performance of collective investment scheme
24.?(1)   Where an advertisement or publication in relation to a collective investment scheme includes information on the past performance of the scheme, the advertisement or publication shall ?

(a) include a prominent statement that the past performance of the scheme is not necessarily indicative of the future performance of the scheme;

(b) state the return on the scheme, calculated on an offer-to-bid basis illustrated in the Fourth Schedule or a single pricing basis (taking into account any subscription fee and realisation fee) and include a statement that the return is calculated on this basis;

(c) where dividends have been declared or distributions have been made by the scheme, state the return on the scheme, calculated on the assumption that all dividends and distributions are reinvested, taking into account all charges which would have been payable upon such reinvestment, and include a statement that the return is calculated on this basis;

(d) present the return on the scheme in relation to a period of not less than one year, except that in the case of a scheme which has been constituted for less than 12 months, present the return on the scheme in relation to a period commencing from the inception of the scheme;

(e) where the total return on the scheme is presented for a period exceeding one year, state the average annual compounded return on the scheme over the same period calculated in the manner illustrated in the Fourth Schedule; and

(f) indicate the period to which the return on the scheme relates, of which ?

(i) the last day of the period shall not be earlier than 3 months prior to the day on which the advertisement or publication is advertised or published; and

(ii) the first day and last day of the period shall be determined on either of the following bases:

(A) the first business day or last business day of a month; or

(B) the first dealing day or last dealing day of the scheme in a month.

(2)   For the purposes of the calculation referred to in paragraph (1) (b), where the realisation fee for a collective investment scheme depends on the duration that a participant owns units in the scheme, the realisation fee taken into account shall be that which applies for the duration for which the return is calculated.

(3)   For the purposes of paragraph (1), where a scheme which has been constituted for less than 12 months invests at least 90% of its funds in another collective investment scheme (referred to in this regulation as the underlying fund), information on the past performance of the underlying fund may be included in the advertisement or publication, but not otherwise.

(4)   Where information on the past performance of an underlying fund is included in an advertisement or publication in relation to a collective investment scheme, the advertisement or publication shall ?

(a) include an appropriate warning regarding its limitations as a proxy for the past performance of the scheme; and

(b) comply with paragraph (1) as though the information on the past performance of the underlying fund were information on the past performance of the scheme.

(5)   Where any past performance of a collective investment scheme included in an advertisement or publication in relation to that scheme is due to exceptional circumstances which may not be sustainable, the advertisement or publication shall include a prominent warning statement to that effect.

(6)   For the purposes of paragraph (5), ?exceptional circumstances? includes, but is not limited to ?

(a) an investment in an initial public offer of securities which has a large impact on the return on the scheme but where such return is unlikely to be sustained; and

(b) a high annual return for a particular year where the scheme has, or schemes with a similar investment focus have, yielded a much lower historical long term average annual compounded return.

(7)   An advertisement or publication in relation to a collective investment scheme shall not contain any information on past performance based on simulated results of a hypothetical collective investment scheme.

Comparison of past performance of collective investment scheme with that of another collective investment scheme or an index
25.?(1)   Where an advertisement or publication in relation to a collective investment scheme includes a comparison of the past performance of the scheme with that of another collective investment scheme ?

(a) such other collective investment scheme must have investment objectives and an investment focus which are similar to those of the first-mentioned scheme; and

(b) the comparison must be made on an offer-to-bid basis and that basis shall be stated in the advertisement or publication.

(2)   Where an advertisement or publication in relation to a collective investment scheme includes a comparison of the past performance of the scheme with that of an index ?

(a) such index must be the benchmark for the scheme or an index which reflects the investment focus of the scheme; and

(b) the comparison must be made on an offer-to-bid basis or a bid-to-bid basis and the basis on which the comparison is made shall be stated in the advertisement or publication.

(3)   Any comparison of the past performance of a collective investment scheme with that of another collective investment scheme or with an index must be made using a common currency and where the currencies of the schemes being compared are different, conversion to the common currency must be based on prevailing exchange rates at the relevant time.

(4)   The requirements set out in regulation 24 shall also apply to the comparisons of past performance in this regulation.

Comparison of past performance of collective investment scheme with that of another form of investment
26.?(1)   Where an advertisement or publication in relation to a collective investment scheme includes a comparison of the past performance of the scheme with that of another form of investment ?

(a) such other form of investment must have a risk profile which is similar to that of the scheme; and

(b) the comparison must be made on an offer-to-bid basis and that basis shall be stated in the advertisement or publication.

(2)   The requirements set out in regulation 24 shall also apply to the comparisons of past performance in this regulation.

Performance of manager or submanager
27.?(1)   Where an advertisement or publication in relation to a collective investment scheme includes any information on the past or present performance, skills or techniques of the manager for the scheme or a person managing the property of the scheme on behalf of the manager (referred to in this regulation as a submanager), the advertisement or publication shall ?

(a) state the source of such information, where the source is not the manager for the scheme;

(b) indicate the period to which such information relates; and

(c) include a prominent statement that the past performance of the manager or submanager is not necessarily indicative of its future performance.

(2)   An advertisement or publication in relation to a collective investment scheme must not present information on the past or present performance, skills or techniques of the manager or submanager for the collective investment scheme, or the past or present performance of any other collective investment scheme under the management of the manager or submanager, in a selective or biased way, such that any particular success is exaggerated or lack of success is disguised.

Future performance of collective investment scheme
28.?(1)   Subject to paragraph (3), an advertisement or publication in relation to a collective investment scheme must not ?

(a) include any prediction, projection or forecast as to the future or likely performance of the scheme; or

(b) use words such as ?targeted?, ?expected? or any similar words or description in relation to a rate of return.

(2)   An advertisement or publication in relation to a collective investment scheme may include a prediction, projection or forecast on the economy, stock market, bond market or the economic trends of the markets which are targeted by the scheme, but such prediction, projection or forecast must be accompanied by a prominent statement to the effect that the prediction, projection or forecast is not necessarily indicative of the future or likely performance of the scheme.

(3)   The Authority may by notice in writing allow an advertisement or publication in relation to a collective investment scheme to include a prediction, projection or forecast on any matter other than that referred to in paragraph (2).

(4)   Where an advertisement or publication in relation to a collective investment scheme is allowed to include a prediction, projection or forecast on any matter under paragraph (3) ?

(a) the person making the prediction, projection or forecast must have reasonable grounds for making it; and

(b) the advertisement or publication must disclose such assumptions, warning statements and other information as may be required by the Authority.

(5)   Where the return on a collective investment scheme is guaranteed, or where the use of a prediction, projection or forecast has been allowed by the Authority under paragraph (3), any guaranteed return or prediction, projection or forecast as to the future performance of the scheme shall be presented on an average annual compounded basis.

Legibility and audibility
29.?(1)   Where an advertisement or publication in relation to a collective investment scheme is in a visual form the information required under regulations 22 to 28 to be contained in the advertisement or publication ?

(a) shall be clearly legible; and

(b) in the case of an advertisement or publication appearing in a newspaper, periodical, magazine, letter, electronic mail or website, shall be in a font size of at least 8-point Times New Roman.

(2)   Where an advertisement or publication in relation to a collective investment scheme in a visual form contains a footnote, the footnote shall ?

(a) be in a font size which is at least half the font size of the word or statement to which it relates; and

(b) in the case of an advertisement or publication appearing in a newspaper, periodical, magazine, letter, electronic mail or website, be in a font size which is at least 8-point Times New Roman but need not be larger than 14-point Times New Roman.

(3)   Where an advertisement or publication in relation to a collective investment scheme is shown or broadcast over the radio, television, cinema or other similar means, the information required under regulations 22 (a), 23 (a) and 24 (1) (a) to be contained in the advertisement or publication shall be audible, unless the advertisement or publication is only in visual form, in which case such information shall be visually displayed in a legible size for at least 5 seconds.

PART IV

AUTHORISATION AND RECOGNITION OF
RESTRICTED SCHEMES

Extent to which Subdivisions (2) and (3) in Division 2 of Part XIII of Act apply to restricted schemes
30.?(1)   The provisions of Subdivisions (2) and (3) in Division 2 of Part XIII of the Act shall apply to a restricted scheme only to the extent and with the modifications referred to in paragraph (2) and set out in paragraph (3).

(2)   Sections 285 to 288 and 295 of the Act as modified and set out in the Fifth Schedule shall apply to a restricted scheme.

(3)   The following sections of the Act shall apply to a restricted scheme without modification except that a reference to ?section 286? shall be read as a reference to ?paragraph 2 of the Fifth Schedule? and a reference to ?section 287? shall be read as a reference to ?paragraph 3 of the Fifth Schedule?:

(a) sections 289 to 294 of the Act, in the case of a restricted scheme constituted in Singapore; and

(b) sections 293 and 294 of the Act, in the case of a restricted scheme constituted outside Singapore.

PART V

EXEMPTIONS

Exemption under section 337 of Act
31.?(1)   Subject to the conditions set out in paragraph (3), a person making an offer to the public of units in a collective investment scheme for subscription or purchase, or an invitation to the public to subscribe for or purchase units in a collective investment scheme, using ?

(a) any automated teller machine (referred to in this regulation as an ATM); or

(b) any wireless application protocol phone (referred to in this regulation as a WAP phone),

is exempted from the requirement under section 296 (1) (a) of the Act or, where applicable, section 296 (2) of the Act that the offer or invitation be made in or accompanied by a prospectus or, where applicable, a profile statement, in respect of the offer or invitation.

(2)   For the avoidance of doubt, there must be a prospectus or a profile statement, as the case may be, in respect of the offer or invitation referred to in paragraph (1) that complies with section 296 (1) (a) (i), (ii) and (iii) or (2) (a) to (d) of the Act, as the case may be.

(3)   The conditions referred to in paragraph (1) are as follows:

(a) before enabling the submission of an application to subscribe for or purchase the units, the ATM or WAP phone shall indicate to the potential subscriber or buyer ?

(i) how a copy of the prospectus or, where applicable, profile statement in respect of the offer or invitation can be obtained; and

(ii) that he should read the prospectus or, where applicable, profile statement before submitting his application; and

(b) in the case of an offer or invitation made through a WAP phone, a statement signed by a director of the responsible person or any other duly authorised person of the responsible person stating the uniform resource locator from which the offer or invitation is made through the WAP phone, shall be lodged with the Authority no later than the first day on which the offer or invitation is made.

Duty to inform person making offer or invitation about certain deficiencies
32.?(1)   A person referred to in paragraph (2) shall notify in writing the person referred to in regulation 31 (1), as soon as practicable, if he becomes aware during the application period that ?

(a) a statement or matter in the prospectus or the profile statement in respect of the offer or invitation is false or misleading;

(b) there is an omission from the prospectus of information required to be included therein under regulation 12 or any other regulation that may be prescribed under section 296 (1) (a) (i) of the Act or from the profile statement of information required to be included therein under regulation 13 or any other regulation that may be prescribed under section 296 (2) (a) of the Act, as the case may be; or

(c) a new circumstance ?

(i) has arisen since the prospectus or the profile statement was lodged with the Authority; and

(ii) would have been required to be included in the prospectus under regulation 12 or any other regulation that may be prescribed under section 296 (1) (a) (i) of the Act or to be included in the profile statement under regulation 13 or any other regulation that may be prescribed under section 296 (2) (a) of the Act, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,

and the failure to so notify would have been materially adverse from the point of view of an investor.

(2)   The person referred to in paragraph (1) is ?

(a) each director of the responsible person for the collective investment scheme, where the responsible person is a corporation;

(b) a person named in the prospectus or profile statement with his consent as a proposed director of the responsible person, where the responsible person is a corporation;

(c) a person who signed the prospectus pursuant to an approval by the Authority under section 296 (10) (d) (ii) of the Act or who signed the profile statement pursuant to an approval by the Authority under section 296 (11) (c) (ii) of the Act, where the responsible person is not a corporation;

(d) a person named in the prospectus or the profile statement with his consent as having made a statement ?

(i) that is included in the prospectus or the profile statement; or

(ii) on which a statement made in the prospectus or the profile statement is based,

but only in respect of the inclusion of that statement; or

(e) any other person who made the false or misleading statement or omitted to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance, as the case may be.

(3)   Any person who contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 or to imprisonment for a term not exceeding 12 months or to both.

Criminal liability for false or misleading statements
33.?(1)   This regulation applies in respect of an offer to the public of units in a collective investment scheme for subscription or purchase, or an invitation to the public to subscribe for or purchase units in a collective investment scheme, pursuant to an exemption under regulation 31.

(2)   Where ?

(a) a false or misleading statement is contained in ?

(i) the prospectus or the profile statement in respect of the offer or invitation; or

(ii) any application form for the units;

(b) there is an omission to state information required to be included in the prospectus under regulation 12 or any other regulation that may be prescribed under section 296 (1) (a) (i) of the Act or there is an omission to state information required to be included in the profile statement under regulation 13 or any other regulation that may be prescribed under section 296 (2) (a) of the Act, as the case may be; or

(c) there is an omission to state a new circumstance that ?

(i) has arisen since the prospectus or the profile statement was lodged with the Authority; and

(ii) would have been required to be included in the prospectus under regulation 12 or any other regulation that may be prescribed under section 296 (1) (a) (i) of the Act or to be included in the profile statement under regulation 13 or any other regulation that may be prescribed under section 296 (2) (a) of the Act, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,

the persons referred to in paragraph (5) shall be guilty of an offence even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $25,000 or to imprisonment for a term not exceeding 12 months or to both.

(3)   For the purposes of paragraph (2), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person made the statement without having reasonable grounds for making the statement.

(4)   A person shall not be taken to have contravened paragraph (2) if the false or misleading statement, or the omission to state any information or new circumstance, is not materially adverse from the point of view of the investor.

(5)   The persons guilty of an offence under paragraph (2) are ?

(a) the person making the offer or invitation;

(b) each director of the responsible person for the collective investment scheme, where the responsible person is a corporation;

(c) a person named in the prospectus or the profile statement, with his consent, as a proposed director of the responsible person, where the responsible person is a corporation;

(d) a person who signed the prospectus pursuant to an approval by the Authority under section 296 (10) (d) (ii) of the Act or who signed the profile statement pursuant to an approval by the Authority under section 296 (11) (c) (ii) of the Act, where the responsible person is not a corporation;

(e) a person named in the prospectus or the profile statement with his consent as having made a statement ?

(i) that is included in the prospectus or the profile statement; or

(ii) on which a statement made in the prospectus or profile statement is based,

but only in respect of the inclusion of the statement; and

(f) any other person who made the false or misleading statement, or omitted to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance, as the case may be.

(6)   Where a prospectus or profile statement relating to any units in a collective investment scheme is issued and the prospectus or profile statement omits to state any matter that is required to be stated under the Act or these Regulations ?

(a) each director of the responsible person, where the responsible person is a corporation; or

(b) each person who signed the prospectus pursuant to an approval by the Authority under section 296 (10) (d) (ii) of the Act or who signed the profile statement pursuant to an approval by the Authority under section 296 (11) (c) (ii) of the Act, where the responsible person is not a corporation,

as the case may be, and each director of any other person responsible for the prospectus or the profile statement shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 or to imprisonment for a term not exceeding 12 months or to both.

Defences
34.?(1)   A person is not liable under regulation 33 (2) only because of a false or misleading statement in a prospectus or a profile statement if the person proves that he ?

(a) made all inquiries (if any) that were reasonable in the circumstances; and

(b) after doing so, believed on reasonable grounds that the statement was not false or misleading.

(2)   A person is not liable under regulation 33 (2) only because of an omission from a prospectus or a profile statement in relation to a particular matter if the person proves that he ?

(a) made all inquiries (if any) that were reasonable in the circumstances; and

(b) after doing so, believed on reasonable grounds that there was no omission from the prospectus or profile statement in relation to that matter.

(3)   A person is not liable under regulation 33 (2) only because of a false or misleading statement in, or an omission from, a prospectus or a profile statement if the person proves that he placed reasonable reliance on information given to him by ?

(a) if the person is a corporation, someone other than a director, employee or agent of the corporation; or

(b) if the person is an individual, someone other than an employee or agent of the individual.

(4)   For the purposes of paragraph (3), a person is not the agent of a corporation or individual merely because he performs a particular professional or advisory function for the corporation or individual.

(5)   A person who is named in a prospectus or a profile statement as ?

(a) a proposed director of the responsible person, where the responsible person is a corporation;

(b) having made a statement included in the prospectus or the profile statement; or

(c) having made a statement on the basis of which a statement is included in the prospectus or the profile statement,

is not liable under regulation 33 (2) only because of a false or misleading statement in, or an omission from, the prospectus or the profile statement if the person proves that he publicly withdrew his consent to being named in the prospectus or the profile statement in that way.

(6)   A person is not liable under regulation 33 (2) only because of a new circumstance that has arisen since the prospectus or the profile statement was lodged with the Authority if the person proves that he was not aware of the matter.

PART VI

EXTRA-TERRITORIAL APPLICATION OF
DIVISION 2 OF PART XIII OF ACT

Non-applicability of section 339(2) of Act under certain circumstances
35.?(1)   Section 339 (2) of the Act does not apply to an offer of units in a collective investment scheme made outside Singapore if ?

(a) the number of enquiries or applications from persons in Singapore in response to such offer is insubstantial;

(b) the number of persons in Singapore to whom the offer is made is insubstantial;

(c) the number of persons in Singapore to whom the units which are the subject of the offer are issued is insubstantial; and

(d) the contributions of the participants in Singapore pursuant to the offer is insubstantial.

(2)   Notwithstanding that an offer referred to in paragraph (1) does not satisfy the conditions in that paragraph, section 339 (2) of the Act does not apply to that offer if ?

(a) the offer is not denominated in Singapore dollars;

(b) there are in place proper systems or procedures to prevent persons in Singapore from subscribing for or purchasing the units, and adequate checks to ensure that these systems or procedures are effective;

(c) the offer is not made to or directed at persons in Singapore, whether electronically or otherwise;

(d) there is in place a prominent disclaimer in relation to the offer comprising a statement referred to in paragraph (3);

(e) the materials used for the offer do not contain any information which is specifically relevant to persons in Singapore; and

(f) the offer is not referred to in, or directly accessible from, any source which is intended for persons in Singapore.

(3)   For the purposes of paragraph (2) (d), the disclaimer must comprise a statement to the effect that the offer to which it relates ?

(a) is made to or directed at only persons outside Singapore; and

(b) may be acted upon only by persons outside Singapore.

(4)   In this regulation, ?offer of units in a collective investment scheme? means an offer to the public of those units for subscription or purchase, and includes ?

(a) an invitation to the public to subscribe for or purchase those units; and

(b) an advertisement of such an offer or invitation.

PART VII

TRANSITIONAL AND SAVINGS

Definitions of this Part
36.   In this Part, ?shares?, ?debentures?, ?units of shares or debentures? and ?prospectus? have the meaning given to those expressions in the old law.

Pending application for approval of deed or trustee
37.   Every application for approval of a deed under section 109 of the old law or of a trustee or representative for the purposes of a deed under section 110 of the old law shall, if it had not been determined by the appointed date, be determined in accordance with the old law.

Collective investment scheme units of which are interests under section 107 of old law
38.?(1)   This regulation applies to a collective investment scheme the units of which are interests within the meaning of section 107 of the old law, where either ?

(a) an application for approval under section 109 of the old law of a deed to which the units relate and an application for approval under section 110 of the old law of a trustee or representative for the purposes of the deed have both been ?

(i) made before the appointed date; and

(ii) obtained whether before, on or after that date; or

(b) an offer to the public for subscription or purchase of, or an invitation to the public to subscribe for or purchase such units was made before the appointed date ?

(i) on the basis of an approved deed within the meaning of section 108 of the old law; or

(ii) pursuant to an exemption from the requirement for such a deed granted under section 119 of the old law.

(2)   Where the collective investment scheme referred to in paragraph (1) is constituted in Singapore ?

(a) the scheme shall be deemed to have been authorised under section 286 (1) of the Act, but the requirements of section 286 (2) (c) and (d) of the Act shall not by virtue of this provision only be deemed to have been satisfied for the purpose of any other provision of Division 2 of Part XIII of the Act; and

(b) the trustee or representative approved under section 110 of the old law in respect of the scheme shall be deemed ?

(i) to be a trustee approved under section 289 (1) of the Act; and

(ii) to have satisfied the requirements set out in section 289 (2) and (3) of the Act,

but only in respect of that scheme.

(3)   Where the collective investment scheme referred to in paragraph (1) is constituted outside Singapore, the collective investment scheme shall be deemed to have been recognised under section 287 (1) of the Act.

Statement issued under section 113 of old law
39.?(1)   Subject to paragraph (2), the old law shall continue to apply in relation to ?

(a) any statement issued under section 113 of the old law and lodged with and registered by the Registrar of Companies before the appointed date; and

(b) any other statement in writing which is supplemental to that statement and issued for the purposes of amending that statement, whether issued before, on or after the appointed date,

and the provisions of Subdivision (3) in Division 2 of Part XIII of the Act shall not apply thereto.

(2)   Section 299 of the Act shall apply in relation to a statement referred to in paragraph (1) with the following modifications:

(a) references in that section to a prospectus or profile statement shall be read as the statement referred to in paragraph (1); and

(b) references to the Authority shall be read as the Registrar of Companies.

Collective investment scheme units of which are shares, etc., where offer complies with section 43 of old law
40.?(1)   This regulation applies to a collective investment scheme the units of which are shares in or debentures of, or units of shares in or debentures of, a corporation where an offer to the public of, or an invitation to the public to subscribe for or purchase such units of the collective investment scheme ?

(a) was made before the appointed date and has not closed by the appointed date; and

(b) was made in compliance with section 43 of the old law.

(2)   The collective investment scheme referred to in paragraph (1) shall ?

(a) if constituted in Singapore, be deemed to have been authorised under section 286 of the Act; or

(b) if constituted outside Singapore, be deemed to have been recognised under section 287 of the Act.

(3)   The old law shall continue to apply in relation to ?

(a) any prospectus registered under section 43 of the old law in relation to the offer or invitation referred to in paragraph (1);

(b) any profile statement registered under section 45A of the old law in relation to the offer or invitation referred to in paragraph (1); and

(c) any other prospectus or profile statement which is supplemental to that prospectus or profile statement and issued for the purposes of amending that prospectus or profile statement, whether issued before, on or after the appointed date,

and the provisions of Subdivision (3) of Division 2 of Part XIII of the Act shall not apply thereto.

Offer of shares, etc., under collective investment scheme made pursuant to section 106C of old law
41.   An offer of, or an invitation to subscribe for or purchase, units in a collective investment scheme which are shares in or debentures of, or units of shares in or debentures of, a corporation made ?

(a) before the appointed date; and

(b) pursuant to an exemption under section 106C of the old law,

shall, if it has not closed by the appointed date, be deemed, for a period of 6 months from that date, to have been made pursuant to the exemption under section 304 of the Act.

Offer of shares, etc., under collective investment scheme made pursuant to section 106D of old law
42.   An offer of, or an invitation to subscribe for or purchase, units in a collective investment scheme which are shares in or debentures of, or units of shares in or debentures of, a corporation made ?

(a) within a period of 12 months before the appointed date; and

(b) pursuant to an exemption under section 106D of the old law,

shall, if it has not closed by the appointed date, be deemed, for a period of 6 months from that date, to have been made pursuant to the exemption under section 305 of the Act.

Application of certain provisions of Act and Regulations, etc., before date of commencement of Parts II and IV of Act
43.?(1)   Before the date of commencement of Part II of the Act ?

(a) any reference in sections 301 and 303 of the Act to a securities exchange shall be read as a reference to the Singapore Exchange Securities Trading Limited;

(b) any reference in the Securities and Futures (Offers of Investments) (Collective Investment Schemes) (Exemption) Notification 2002 and the Securities and Futures (Offers of Investments) (Collective Investment Schemes) (Exemption) (No. 2) Notification 2002 to a securities exchange shall be read as a reference to the Singapore Exchange Securities Trading Limited; and

(c) any reference in regulation 22 (h) and paragraph (m)(iv) of Appendix 1 of the Third Schedule to a securities exchange shall be read as a reference to the Singapore Exchange Securities Trading Limited.

(2)   Before the date of commencement of Part IV of the Act ?

(a) the person referred to in sections 286 (3) (a) (i) and 287 (3) (c) (ii) of the Act, and paragraph 2 (3) (a) (i) of the Fifth Schedule shall each be read as the holder of an investment adviser?s licence referred to in section 26 of the Securities Industry Act (Cap. 289) entitling him, pursuant to a contract or arrangement with a client, to undertake on behalf of the client (whether on a discretionary authority granted by the client or otherwise) the management of a portfolio of securities for the purpose of investment, or a bank as defined in section 2 of the Banking Act (Cap. 19);

(b) the person referred to in sections 286 (3) (a) (ii) and 287 (3) (c) (iii) of the Act, and paragraph 2 (3) (a) (ii) of the Fifth Schedule shall each be read as a public company which does not, pursuant to a contract or arrangement with a client, undertake on behalf of the client (whether on a discretionary authority granted by the client or otherwise) the management of a portfolio of securities for the purpose of investment, or a public company which is exempted under regulation 41 of the Securities Industry Regulations (Cap. 289, R 1) from holding an investment adviser?s licence referred to in section 26 of the Securities Industry Act;

(c) any reference in Form 1 and Form 4 in the First Schedule to a holder of a capital markets services licence for fund management shall be read as a reference to a holder of an investment adviser?s licence referred to in section 26 of the Securities Industry Act (Cap. 289) entitling him, pursuant to a contract or arrangement with a client, to undertake on behalf of the client (whether on a discretionary authority granted by the client or otherwise) the management of a portfolio of securities for the purpose of investment;

(d) the reference in section 304 (b) (v) of the Act to the holder of a capital markets services licence for fund management shall be read as a reference to the holder of an investment adviser?s licence referred to in section 26 of the Securities Industry Act (Cap. 289) entitling him, pursuant to a contract or arrangement with a client, to undertake on behalf of the client (whether on a discretionary authority granted by the client or otherwise) the management of a portfolio of securities for the purpose of investment; and

(e) any reference in sections 304 (b) (iv) and 305 (1) (ii) of the Act to the holder of a capital markets services licence to deal in securities and to an exempt person in respect of dealing in securities shall be read as a reference to the holder of a dealer?s licence referred to in section 24 of the Securities Industry Act and to an exempt dealer within the meaning of that Act, respectively.

FIRST SCHEDULE

Regulation 3

FORMS

The following table shows the forms to be used for the purposes of Division 2 of Part XIII of the Act and these Regulations:

Provision of Act or Regulations		Description of Form		Corresponding Form Number
Section 286 (1)		Application for authorisation of a collective investment scheme under section 286 (1) of the Act		1
Section 287 (1)		Application for recognition of a collective investment scheme under section 287 (1) of the Act		2
Section 289 (1)		Application for approval to act as a trustee for collective investment schemes under section 289 (1) of the Act		3
Paragraph 2 of the Fifth Schedule to these Regulations		Application for authorisation of a restricted scheme under paragraph 2 of the Fifth Schedule		4
Paragraph 3 of the Fifth Schedule to these Regulations		Application for recognition of a restricted scheme under paragraph 3 of the Fifth Schedule		5
Sections 296 (1) (a) (ii), (2) (b) and (7), 298 (1) and 305 (3) and regulation 3		Form for lodgment of:		6
		(1) prospectus, including any amendment to a prospectus
		(2) profile statement, including any amendment to a profile statement
		(3) supplementary document
		(4) replacement document
		(5) information memorandum
Section 296 (10) (e) and regulation 3		General lodgment form		7

 

Form 1 - Application for Authorisation of a CIS

Form 2 - Application for Recognition of CIS

Form 3 - Application for Approval to Act as a Trustee for CIS

Form 4 - Application for Authorisation of a Restricted Scheme

Form 5 - Application for Recognition of a Restricted Scheme

Form 6 - Form for Lodgment of Prospectus and other offering documents

Form 7 - General Lodgment Form

 

SECOND SCHEDULE

Regulation 5

FEES

No.		Provision of Act or Regulations		Matter		Amount
1		Section 286 (1)		For every application to the Authority under section 286 (1) of the Act for authorisation of a collective investment scheme.		$1,200
				For the avoidance of doubt, in the case of umbrella funds, the application fee will be charged on a per sub-fund basis.
2		Section 287 (1)		For every application to the Authority under section 287 (1) of the Act for recognition of a collective investment scheme.		$1,200
				For the avoidance of doubt, in the case of umbrella funds, the application fee will be charged on a per sub-fund basis.
3		Section 289 (1)		For every application to the Authority under section 289 (1) of the Act for approval to act as a trustee for collective investment schemes.		$500
4		Regulation 6		For the year that a public company is approved to act as trustee for collective investment schemes and each year that the public company continues to be so approved.		$2,000
5		Section 296 (1)		For lodgment of:
				(a) any prospectus under section 296 (1) of the Act in respect of a collective investment scheme where ?		$350
				(i) a prospectus in respect of an offer or invitation of units in such collective investment scheme has been previously registered by the Authority; or
				(ii) that scheme is a sub-fund of an existing umbrella fund and a prospectus in respect of other sub-funds of that umbrella fund has been previously registered by the Authority; or
				(b) any other prospectus under section 296 (1) of the Act.		$1,200
				For the avoidance of doubt, the lodgment fee will be charged on a per prospectus basis, regardless of the number of sub-funds in each prospectus.
6		Section 296 (2)		For lodgment of:
				(a) any profile statement under section 296 (2) of the Act in respect of a collective investment scheme where ?		$350
				(i) a profile statement in respect of an offer or invitation of units in such collective investment scheme has been previously registered by the Authority; or
				(ii) that scheme is a sub-fund of an existing umbrella fund and a profile statement in respect of other sub-funds of that umbrella fund has been previously registered by the Authority; or
				(b) any other profile statement under section 296 (2) of the Act.		$600
				For the avoidance of doubt, the lodgment fee will be charged on a per profile statement basis, regardless of the number of sub-funds in each profile statement.
7		Section 296 (7)		For lodgment of any amendment to a prospectus or profile statement under section 296 (7) of the Act.		$600
						The Authority may waive in whole or in part the fee as it thinks fit.
8		Section 298 (1) and (2)		For lodgment of any supplementary or replacement prospectus under section 298 (1) or (2) of the Act.		$1,200
9		Section 298 (1) and (2)		For lodgment of any supplementary or replacement profile statement under section 298 (1) or (2) of the Act.		$600
10		Paragraph 2 of the Fifth Schedule to these Regulations		For every application to the Authority under paragraph 2 of the Fifth Schedule to these Regulations for authorisation of a collective investment scheme as a restricted authorised scheme.		$250
11		Paragraph 3 of the Fifth Schedule to these Regulations		For every application to the Authority under paragraph 3 of the Fifth Schedule to these Regulations for recognition of a collective investment scheme as a restricted recognised scheme.		$250
12		Section 305		For lodgment of any information memorandum under section 305 of the Act.		$10
13		Section 302 (read with section 247)		For every application to the Authority for an exemption under section 302 read with section 247 of the Act.		$50
14		Section 300 (9)		For every application to the Authority for an exemption under section 300 (9) of the Act.		$100
15		Section 306 (1)		For every application to the Authority for an exemption under section 306 (1) of the Act.		$100
16		Section 317		For supplying a photographic or microprint copy of, or extract from, any record kept by the Authority.		$1 for each page or part thereof
17		Section 317		For supplying and certifying a photographic or microprint copy of, or extract from, any record kept by the Authority.		$2 for each page or part thereof.
The fees specified in items 16 and 17 are inclusive of the goods and services tax chargeable under the Goods and Services Tax Act (Cap. 117A). No goods and services tax is chargeable for the other items.

THIRD SCHEDULE

Regulation 12

REQUIREMENTS FOR PREPARATION OF A PROSPECTUS
(UNDER SECTION 296 (1) OF THE ACT) FOR AN OFFER TO
THE PUBLIC OF UNITS IN A COLLECTIVE INVESTMENT SCHEME

Section		I		Basic information
		II		The Manager
		III		The Representative
		IV		The Trustee
		V		Other parties
		VI		Structure of the collective investment scheme
		VII		Investment objectives, focus and approach
		VIII		Collective investment scheme included under the CPFIS
		IX		Fees and charges
		X		Risks
		XI		Subscription of units
		XII		Regular savings plan
		XIII		Realisation of units
		XIV		Switching of units
		XV		Obtaining prices of units
		XVI		Suspension of dealings
		XVII		Performance of the Scheme
		XVIII		Soft dollar commissions/arrangements
		XIX		Conflicts of interest
		XX		Reports
		XXI		Specialised collective investment scheme
		XXII		Queries and complaints
		XXIII		Other material information
				Appendices

I - BASIC INFORMATION

1. State the name of the collective investment scheme (referred to in this Schedule as the Scheme) on the front cover of the prospectus.

2. State the date of registration and expiry date of the prospectus.

3. Where the Scheme is constituted as a unit trust, provide a list of the existing trust deed, supplemental deeds (if any) and their corresponding dates, as well as where these may be inspected.

4. In the case of an existing scheme, state where the latest semi-annual reports, semi-annual performance statements (where applicable) and audited financial statements may be obtained.

5. State the following disclaimer:

?The collective investment scheme offered in this prospectus is an {authorised/recognised*} scheme under the Securities and Futures Act 2001 (Act 42 of 2001). A copy of this prospectus has been lodged with and registered by the Monetary Authority of Singapore (the ?Authority?). The Authority assumes no responsibility for the contents of the prospectus. Registration of the prospectus by the Authority does not imply that the Securities and Futures Act 2001 (Act 42 of 2001), or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the investment merits of the collective investment scheme.?

* to state accordingly

 

6. Provide a table of contents.

II - THE MANAGER

7. State the name and address of the manager for the Scheme (referred to in this Schedule as the Manager).

8. State the track record of the Manager. For this purpose ?

(a) state the number of years the Manager has managed collective investment schemes or discretionary funds whether in Singapore or elsewhere (if applicable); and

(b) where the Scheme invests in another scheme (referred to in this Schedule as the underlying fund) and such investment constitutes 30% or more of the asset value of the Scheme, or where 30% or more of the asset value of the Scheme is submanaged by another manager, state the track record of the manager of the underlying fund¹ or submanager ² respectively.

¹ For this purpose, the amount invested in underlying funds which are managed by fund management companies (FMCs) within the same group, or which are sub-funds of the same umbrella fund, should be aggregated. In such cases, either the track record of each FMC or the track record of the group may be disclosed. Where the Scheme invests substantially in more than one underlying fund managed by unrelated FMCs, state the information for each FMC (or group).

² For this purpose, the amount submanaged by FMCs within the same group should be aggregated. In such cases, either the track record of each submanager or the track record of the group may be disclosed. Where the Scheme is substantially submanaged by more than one unrelated submanagers, state the information for each submanager (or group).

III - THE REPRESENTATIVE

9. Where the Scheme is constituted outside Singapore, state the name and address of the representative for the Scheme.

IV - THE TRUSTEE

10. Where the Scheme is constituted as a unit trust, state the name of the trustee for the Scheme (referred to in this Schedule as the Trustee).

V - OTHER PARTIES

11. State the name of the investment adviser³ (if any).

12. State the name of the registrar for the Scheme and where the register of participants can be inspected.

13. State the name of the auditor for the Scheme.

³ Person who advises the Manager in his management of the Scheme. The Manager retains full discretion over the investments of the Scheme.

VI - STRUCTURE OF THE SCHEME

14. State if the Scheme is a single fund or umbrella fund.

15. Where the Scheme ?

(a) is a feeder fund, state the name, country of domicile and manager of each underlying fund;

(b) is a fund of funds, state or give a summary of the countries of domicile and manager or managers of the underlying funds; or

(c) is submanaged, state the name and country of domicile of the submanager.

VII - INVESTMENT OBJECTIVES, FOCUS AND APPROACH

16. State the Scheme?s investment objectives (e.g. income or capital growth).

17. State the Scheme?s investment focus. For this purpose, state ?

(a) the types of investment (e.g. whether equity, debt, money market or derivatives);

(b) the countries or markets in which the Scheme invests (e.g. whether country-specific or global, emerging or developed markets); and

(c) the target industry or sector, where applicable.

18. State the Manager?s investment approach. For this purpose ?

(a) describe how the Manager or submanager selects investments for the portfolio of the Scheme, or, in the case of a fund of funds, how the Manager selects the underlying funds; and

(b) where the Scheme feeds substantially (i.e. more than 30% of the asset value of the Scheme) into another fund, disclose the investment approach of the manager of the underlying fund.

VIII - COLLECTIVE INVESTMENT SCHEME INCLUDED UNDER THE CPF INVESTMENT SCHEME

19. If the Scheme is included under the CPF Investment Scheme, state that fact and the risk classification of the Scheme.

IX - FEES AND CHARGES

20. Set out the fees and charges in a table, in the following order. Where there is a provision for a maximum fee or charge payable, state that maximum.

Payable by the investor

(a) Subscription fee or preliminary charge;

(b) Realisation fee;

(c) Switching fee;

(d) Any other fee;

Payable by the Scheme

(a) Management fee;

(b) Trustee fee (where the Scheme is constituted as a unit trust) ;

(c) Fees charged by other funds which the Scheme invests in⁴,
     including -

     (i) subscription fee or preliminary charge;

     (ii) realisation fee;

     (iii) management fee;

     (iv) performance fee (if applicable);

     (v) trustee or custodian fee;

     (vi) any other substantial fee or charge (i.e. 0.1% or more of the underlying fund's asset value);

(d) Performance fee (if applicable);

(e) Guarantee fee (if applicable);

(f) Any other substantial fee or charge (i.e. 0.1% or more of the Scheme's asset value).

Where a fee or charge in (f) is expected to be substantial but is currently indeterminable, state that fact and explain why it cannot be determined currently.

⁴ Where fees charged by the underlying fund are waived or where rebates are given for a limited period of time, state the period (where applicable) and include the gross fees payable by the Scheme

X - RISKS

21. Provide warning statements on the general risks of investing in the Scheme.

Example 1: ?Investment in a collective investment scheme is meant to produce returns over the long-term. Investors should not expect to obtain short-term gains from such investment.?

Example 2: ?Investors should be aware that the price of units in a collective investment scheme, and the income from them, may fall or rise. You may not get back your original investment.?

22. State the risks specific to the Scheme. For this purpose ?

(a) describe and explain any major risk peculiar to the Scheme, including any risk arising from the markets, countries or sectors in which the Scheme invests.

Example 1: ?The collective investment scheme?s assets will primarily be invested in securities of companies in developing countries and substantially all income will be received by the scheme in currencies of such countries. A number of the currencies of developing countries have experienced significant declines against the US Dollar and Singapore Dollar in recent years and depreciation may occur after the investment in these currencies by the scheme. The value of the assets of the scheme as measured in Singapore dollars would be affected unfavourably by any such depreciation, if and when they occur.?

Example 2: ?The economic prospects of healthcare industries are generally subject to greater influences from governmental policies and regulations than those of other industries. A substantial portion of healthcare services and related scientific research is funded or subsidised by government, and changes in governmental policies, such as reductions in the funding by third-party payment programs, may have a material effect on the demand for products and services of these industries. Regulatory approvals, which may often entail lengthy application and testing procedures, are generally required before new drugs and certain medical devices and procedures may be introduced.?;

(b) where the Scheme has an investment in a market outside Singapore, disclose whether the Manager intends to hedge the foreign currency exposure and, if so, how it will do so (e.g. whether an active or passive hedging policy will be adopted);

(c) where the Scheme is not denominated in Singapore dollars, disclose whether the Manager intends to fully hedge the foreign currency exposure and, if not, state that investors will be exposed to exchange rate risks; and

(d) where the Scheme is exempted from the 10% single party limit under Appendix 1 of the Code on Collective Investment Schemes, state that fact and the risks of over-concentration.

XI - SUBSCRIPTION OF UNITS

23. State how units in the Scheme can be purchased and how they are to be paid for.

24. State the minimum initial subscription amount and minimum subsequent subscription amount.

25. In the case of a new scheme, state the initial purchase price and initial offer period.

26. State, in plain English, the dealing deadline and whether pricing is done on a forward or historical basis.

Example (for forward pricing): ?If you buy before x p.m. on a business day, the price you pay will be based on the net asset value of the scheme at the close of that business day. If you buy after x p.m., the price you pay will be based on the net asset value at the close of the next business day.?. 

27. Give a numerical example of how the number of units allotted to an investor under a single or dual pricing system is derived, based on an investment of $1,000.

Example 1 (for single pricing): ?The number of units you receive with an investment of $1,000 will be calculated as follows.

Example 2 (for dual pricing): ?The number of units you receive with an investment of $1,000 will be calculated as follows.

The example should illustrate the effect of all fees or charges payable by, and any discounts or bonus units given to, the investor. (Where a variety of discounts or bonus units are offered, the Manager should disclose that fact, but need only select one for the purpose of the example.)

28. State t