PUBLIC EXPOSURE OF PROSPECTUSES
Q: What is the new prospectus registration process?
A: The new prospectus registration process is depicted in the flowchart below:
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After lodgement
- Public exposure of prospectus on MAS website
- Public can submit comments on lodged prospectus to MAS
- MAS? regulatory review
- Issuer can conduct roadshow presentations to institutional and sophisticated investors and commence book-building exercise if the lodged prospectus is a preliminary prospectus
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Registration
- MAS will register prospectus within 14-21 days of lodgement unless:
- MAS extends time period (max. 28 days)
- Issuer requests registration at later date
- MAS decides to refuse registration
- Issuer can launch offer and distribute registered prospectus after registration
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Q: If lodged prospectuses are exposed before the final versions are registered, is there any danger of the public being misled into making an investment decision based on false or outdated information in the lodged prospectuses instead of the registered prospectus? Is there any way to prevent investors from applying for shares, debentures or units of CIS on the basis of the lodged prospectus which is published on MAS? website?
A: The purpose of exposing the prospectus for public comment is to allow MAS to tap market expertise, especially in areas where we do not have specialist knowledge. Offerors are prohibited by law from using the lodged prospectus to offer shares, debentures or units of CIS. It is also an offence for an offeror to accept applications before its prospectus is registered by MAS.
OPERA (the prospectus database to be launched on MAS? website) is the only means by which the public will have access to lodged prospectuses. There will be clear warnings on the MAS? website that the lodged prospectus is not registered and that investors should not make investment decisions on the basis of the lodged prospectus. Such unregistered prospectuses will not be allowed to be put up on any other website or disseminated in any other way.
As a further safeguard, no application forms can be attached to lodged prospectuses put on the MAS website for public exposure. Also, no facilities can be provided to enable the public to apply for shares, debentures or units of CIS before the prospectus is registered.
Q: With the proposed regime whereby the public can comment on prospectuses lodged, will this lead to MAS being inundated with comments, some of which may be baseless or even malicious? How will MAS deal with the comments? Can the comments be seen by the public?
A: MAS will review carefully comments received. Where comments appear to be baseless or malicious, we will not act on them.
We will require the fields for names and contact details to be entered before comments can be submitted online. It is also an offence for any person to give false or misleading information to MAS. This should discourage vexatious comments.
MAS is of the view that the benefits of giving the public an opportunity to examine and comment on a prospectus lodged and drawing on market expertise in deciding whether to register the prospectus outweigh the disadvantages of the potential for irresponsible comments to be received.
Comments given by the public will be kept strictly confidential and cannot be accessed by the public.
Q: Will the introduction of a minimum 14-day exposure period before prospectus registration cause uncertainty to issuers and underwriters and a delay in securities offers?
A: The new prospectus registration regime will, on the contrary, provide greater certainty because there is specified timeframe within which a prospectus must be registered or be refused registration. To ensure fair treatment of all issuers, applications for registration will be dealt with on a first-come-first-served basis, except where there are specific issues with a prospectus that require further scrutiny.
We do not expect any delay in most cases. This is because issuers are allowed to conduct road shows and start book building after lodging preliminary prospectuses with MAS. When they are ready to launch formal offers, MAS will have completed the necessary compliance review to decide on registration of the prospectuses lodged. We understand that the average prospectus review period in other major markets, such as the UK and the US, is 3 ? 4 weeks.
Q: Are preliminary prospectuses, supplementary prospectuses, replacement prospectuses and abridged prospectuses (for rights issues) subject to the minimum 14-day exposure period?
A: Supplementary prospectuses, replacement prospectuses and abridged prospectuses are not subject to MAS? registration or the minimum 14-day exposure period. These documents can be distributed to the public once they are lodged with MAS.
Similarly, preliminary prospectuses need not be registered or subject to public exposure before they can be distributed to institutional and sophisticated investors as part of the issuer?s book-building exercise.
Q: How will the new provisions on debenture issuance programmes operate?
A: To facilitate bond issuance, an issuer will be allowed to make multiple offers of separate tranches of similar debentures under a debenture issuance programme, provided that it registers with MAS a base prospectus that is applicable for the entire programme. Such base prospectus will, like any other prospectus, be valid for a period of 6 months from the date of its registration.
For each subsequent offer of debentures under the programme during this 6-month period, the issuer would need to register with MAS only a brief pricing statement containing information specific to that particular offer without having to re-register the base prospectus. As the information that can be included in a pricing statement is limited to simple offer-specific information (eg. price and quantity of the securities being offered, the offer period) or information that is already contained in the registered base prospectus, the pricing statement need not be subject to the minimum 14-day public exposure period before registration.
Q: Why are issuers not allowed to distribute preliminary prospectuses to the general public if there is nothing to stop members of the public from downloading the preliminary prospectus from the MAS website?How will the new provisions on debenture issuance programmes operate?
A: A preliminary prospectus does not contain certain material information about an offer, such as the price and quantity of securities being offered. If such a document is distributed to the general public, it could potentially mislead them. Instead, the SFA provides an exception for preliminary prospectuses to be distributed to institutional and sophisticated investors, who are the usual participants in book building exercises.
As for preliminary prospectuses posted on MAS? website, there will be prominent disclosure on the MAS? website that the preliminary prospectus has not been registered by MAS, and that investors should not apply for shares on the basis of the preliminary prospectus. Further, unlike an issuer who can ?push? the preliminary prospectus to many persons if there are no restrictions in the law, only those persons visiting the MAS website and who choose to view the preliminary prospectus will see it. The potential audience is therefore much smaller.
Q: Will prospectuses be posted indefinitely on OPERA?
A: All prospectuses and related documents lodged with MAS under the SFA will be accessible to the public through OPERA only during the period for which they are current (i.e. for 6 months after registration of prospectuses for shares and debentures; 12 months for CIS).
STOP ORDERS & SUPPLEMENTARY/REPLACEMENT PROSPECTUSES
Q: Will MAS be hesitant about issuing stop orders because such an action will reflect badly on the Singapore issuers and their advisers?
A: The new prospectus registration regime under the SFA is intended to enhance market accountability, and raise the standard of prospectus disclosure. The stop order provision is important for efficient and effective enforcement and a key mechanism for investor protection in such a disclosure-based regulatory regime. It will also provide added impetus for the issuer and its advisers to ensure that a prospectus is up to scratch before lodgment with MAS. Over time, this would have the effect of raising the standard of disclosure in public offer documents in Singapore.
Q: Will the stop order cause uncertainty for issuers and underwriters as well as the investing public, given that a public offer can be halted at any time after registration of the prospectus?
A: This was raised during the public consultation exercise. In response to feedback received, the SFA has provided that a stop order will not be served after the securities, to which the prospectus relates, have been listed on a securities exchange and trading in them has commenced. A stop order will also not be served unless a registered prospectus is deficient in a material way.
More importantly, MAS will give the person who lodged the prospectus an opportunity to be heard before serving a stop order. When an interim stop order is served, the issuer is not required to return the monies received from investors until after a hearing and MAS has decided to convert the interim stop order to a final stop order.
Q: If the profile statement is found to be deficient after registration, but not the prospectus, will the whole offer be stopped?
A: No. Only the profile statement will be stopped. This means that the issuer and its agents must stop distributing the profile statement and take steps to inform prospective investors that they should not rely on the profile statement. For those investors who have submitted applications on the basis of the profile statement, the issuer must give them the option to withdraw their applications.
FEES
Q: How do the fees to be charged by MAS for the new regulatory activities carried out compare to those charged by RCB previously?
A: There will be no changes to the fees currently charged by RCB.
MAS's REVIEW OF LODGED PROSPECTUSES
Q: Will MAS be reviewing every prospectus? What does MAS? review entail?
A: MAS will review lodged prospectuses for compliance with the statutory disclosure requirements. Where a lodged prospectus is found to be deficient, MAS will indicate to the issuer in general terms where and how the prospectus does not comply with the law. MAS will not vet prospectuses with a view to determining whether they contain inaccuracies in information or factual errors. Issuers and their advisers have to bear sole responsibility for ensuring accurate and adequate disclosure in prospectuses. MAS will not pre-vet draft prospectuses before lodgment.
In line with international best practice and our risk-focused approach, MAS will devote more regulatory resources to offers that may pose high risks to investors. These may include offers by companies with no profit record, those involving novel issues or where the promoter's probity is doubtful.
Q: As MAS will be reviewing prospectuses only for compliance with legal requirements on prospectus disclosure and the public may not point out deficiencies in a prospectus during the exposure period, there may be instances where a prospectus that has already been registered is deficient. How can MAS minimise such deficient prospectuses and how will MAS deal with them?
A: As we move away from the system of deciding on both the investment and disclosure merits of proposed securities offers, MAS will not be vetting prospectuses to determine if they contain any inaccurate information or factual errors. Issuers and their advisers must bear the responsibility for ensuring adequate and accurate disclosures, and will be subject to civil and criminal liabilities for false or misleading statements in or omissions from a prospectus.
The law provides for an issuer who discovers a material misleading statement in or an omission of information from a registered prospectus to lodge a supplementary or replacement document to correct the deficiency. He may do so at any time before the close of an offer without attracting any liability. Investors who have applied for shares on the basis of the deficient prospectus may have their application monies refunded at the option of the issuer or the applicants.
Further, MAS will have the power to serve a stop order to prevent offers under a deficient prospectus where no supplementary or replacement document to rectify the deficiency is issued. Investors will be protected in that the SFA will require issuers to return monies received for the subscription or purchase of securities under the deficient prospectus.
Q: Will MAS' review and registration of prospectuses lead to moral hazard?
A: The previous arrangement where draft prospectuses are pre-vetted may have led some investors to believe mistakenly that prospectuses that pass muster with the authorities would already contain all the information that would be required to be disclosed.
The new prospectus registration regime clarifies that the authorities are not in a position to give such assurance. Rather, the responsibility for ensuring adequate and accurate disclosure lies with the issuer and its advisers who have an interest and a duty to conduct proper due diligence.
The registration process is an additional safeguard for MAS to detect deficient prospectuses before they are distributed to the public. Registration, however, does not mean that the SFA, SF Regulations or any other legal or regulatory requirements, have been complied with. Registration does not prevent MAS from taking any regulatory action if the registered prospectus is later found to be deficient.
Q: What is the "reasonable man test" for prospectus disclosure?
A: The Companies Act amendments in 2000 introduced a "reasonable man test" for prospectus disclosure. Essentially, this means that an issuer must disclose in its prospectus all the information that a reasonable investor would reasonably need to make an informed investment decision.
This general disclosure test has been migrated to the SFA, and will be supplemented by updated prospectus disclosure checklists in the regulations. The Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2002 and Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2002. The detailed checklists will guide companies and practitioners as to what information must be disclosed, in addition to the general disclosure test. To comply with the law, a prospectus must satisfy both the ?reasonable man test? and the prospectus checklists.
Our general disclosure test is modelled on that in Australia?s Corporations Act. Having introduced this requirement before us, there is a wealth of Australian case law on what compliance with the general disclosure test entails.
OTHERS
Q: Will prescribing prospectus disclosure requirements in the law and subjecting the issuer and its advisers to liability provisions increase compliance cost and, as a result, deter foreign companies from listing in S'pore?
A: IPO fees in Singapore are already significantly lower than those in most other developed markets. In the US, for instance, the underwriting fees alone would amount to around 7% of the funds raised. The estimated cost would be much lower in the case of unlisted securities, which are subject to less stringent disclosure requirements than listed securities. As a further measure to keep fundraising costs down, the SFA provides for certain exemptions from the prospectus requirements. For example, where securities are being offered to institutional or sophisticated investors, the company would not be required to prepare a prospectus.
The issue of cost is likely to be a greater concern for small and medium sized enterprises. SMEs are more likely to raise private equity from venture capital firms, business angels as well as family and friends, rather than seek a listing on SGX. A private sector-led Committee on Company Legislation and Regulatory Framework has been studying ways to make such fundraising easier and less costly for SMEs, and is expected to submit its final recommendations at the end of this year.
Q: How will the SFA apply to offers made through ATMs and other platforms, such as mobile phones?
A: Under the SFA, the provision of any facility to the public that enables a person to subscribe for or purchase shares will be deemed as making an offer to the public. Offers through ATMs or mobile phones fall within the regulatory ambit, and are subject to the same legal requirements as offers made through the conventional channels. It is recognised that it would be impractical for offers made through ATMs and mobile phones to make available prospectuses to prospective investors right there and then. We will allow such offers by requiring in the SF Regulations that prospective investors be alerted to the availability of the prospectus and they be advised to read the prospectus before proceeding to apply for shares or bonds through the ATMs or mobile phones.
Q: Do you think Singapore has the conditions necessary for a disclosure- based regime?
A: MAS began moving towards a disclosure-based regime in 1998. We are making good progress towards a disclosure-based regime.
The SFA completes the legislative framework for disclosure-based regulation of the capital markets ? in particular, the continuing disclosure obligations of listed companies, the improved prospectus regime, and the enhanced market enforcement regime.
To complement the legislative framework, the Corporate Governance Committee recommended in April 2001 a Code of Corporate Governance, which sets out the recommended practices for listed corporations and requires the disclosure of corporate governance practices. The Disclosure and Accounting Standards Committee has also made several recommendations to improve corporate disclosures, including quarterly reporting of financial results by listed companies.
We have also seen a growing trend of shareholder activism, another component that is required for a disclosure-based regime. The growing participation of institutional investors should also contribute to this process.
Finally, MAS is taking a closer look at investor education. Local players have been contributing towards the education effort in recent years. For example, the Singapore Exchange has been organising regular public talks and exhibitions on share investments and trading. The Investment Management Association of Singapore has been sponsoring radio talk shows and contributed articles to the press on investment in various financial products. The Securities Investors Association of Singapore has taken its investor education programme to neighbourhood community centres. MAS supports and encourages these initiatives. MAS will be open to helping out with co-funding from the Financial Sector Development Fund for specific projects. In addition, MAS intends to play a coordinating role, identifying gaps and filling them as necessary. Specifically, to provide the investing public with information on the new prospectus registration regime, MAS will be putting up a list of Frequently Asked Questions on its website.
Q: What are the tangible benefits of the new corporate finance provisions for companies and their shareholders?
A: The move towards a disclosure-based regulatory regime will help raise the standard of corporate disclosure. Apart from helping our investors make informed investment decisions, this would instill market confidence and attract more foreign investors to Singapore. This would translate to better valuations for our companies and greater market liquidity for investors in those companies. Further, the new approach would also allow more innovative products to be introduced in our market, subject to proper disclosure. All these would help create a more vibrant capital market in Singapore.
FAQs SPECIFIC TO SHARES AND DEBENTURES
Role of SGX in New Prospectus Regime
Q: What is SGX?s role in the new prospectus registration regime?
A: SGX will continue to approve applications by companies to list their shares on the exchange. To avoid duplication between its listing rules and the law, SGX will require all listing applicants to comply with the statutory prospectus requirements; the listing rules will no longer prescribe prospectus disclosure requirements. Also, SGX will no longer vet draft prospectuses.
Under the new regime, issuers will submit their listing applications to SGX. Based on the submission, SGX will indicate to the issuer whether it is eligible for listing on SGX.
Separately, the issuer can lodge its prospectus with MAS for registration and commence book-building to gauge market interest in the issue. Once MAS registers the prospectus, the company will be able to launch its public offer. Upon the close of the offer, shares in the company will be allotted to successful applicants, following which trading on SGX will commence.
Transitionals
Q: What are the transitional arrangements?
A: A prospectus that is registered by RCB before 1 July 2002 or that relates to a preliminary prospectus lodged with RCB before 1 July 2002 will be grandfathered. This means that offers can be made on the basis of such prospectus for a period of 6 months from its registration date, even after 1 July 2002.
For an offer exempted from the prospectus requirement pursuant to a Ministerial order under section 106B(2) of the Companies Act, the exemption will remain in force for a period of 6 months (i) from 1 July 2002 if the exemption was granted before 1 July 2002; or (ii) from the date on which the exemption was granted if the exemption was applied for before 1 July 2002 and granted after 1 July 2002.
For exempted offers made in conjunction with a statement of material facts under section 106F of the Companies Act, the exemption will remain in force for a period of 6 months from the date of lodgement of the statement of material facts after 1 July 2002.
For all other exempted offers under the Companies Act, which have not closed by 1 July 2002, the exemptions will remain in force for a period of 2 months from 1 July 2002.
FAQs SPECIFIC TO CIS
Foreign Funds
Q: What is the rationale for allowing the direct sale of foreign funds to the Singapore public and how will investors be protected?
A: Before the SFA came into effect, foreign funds could not be offered directly to the public in Singapore as they did not meet the requirements of the Companies Act, which governed the offer of unit trusts previously. A foreign fund could only be offered through a feeder fund, which is a Singapore-based fund with a Singapore manager and trustee investing in the foreign fund. A feeder fund structure results in additional costs, estimated at 1% of the value of the fund annually. It was envisaged that allowing the direct offer of foreign funds would lead to foreign fund managers offering more funds in Singapore, thereby giving more investment choice to Singapore investors.
To ensure that foreign funds sold directly in Singapore meet high standards, MAS will only approve foreign funds from jurisdictions which regulate funds as rigorously as we do in Singapore.
Q: What kind of foreign schemes will MAS recognise?
A: We will recognise only foreign schemes which are regulated and supervised in a manner comparable to Singapore schemes. Schemes from Luxembourg and Ireland (which are commonly offered in Singapore via feeder funds currently) would be included.
Q: What will happen to existing feeder funds?
A: There are a number of options open to existing foreign funds offered through a feeder fund structure. For instance,
- They may continue as they are; OR
- The local feeder fund may be wound up, in which case, the units held by investors in the local feeder fund
may be exchanged for units in the recognised foreign fund.
Q: Will foreign funds be allowed under the CPFIS?
A: Foreign funds that meet the criteria set by CPF Board may be offered under CPFIS. The criteria include the fund manager being included under CPFIS, and the foreign fund passing an evaluation by Mercer and being invested in accordance with the CPFIG.
Restricted Schemes
Q: What is the difference in treatment of collective investment schemes offered to institutional and accredited investors?
A: Funds which are offered to institutional investors are not required to be authorised or recognised, nor is an offering document required. This is because such investors are able to evaluate offers of collective investment schemes on their own and are in a position to demand information from the offeror.
Unlike funds offered to institutional investors, those offered to accredited investors (and other relevant persons listed in section 305 of the SFA) are subject to regulation, albeit less stringent than that for retail schemes. A principal difference is that funds offered to accredited investors are not subject to investment guidelines and need only be offered with an information memorandum in lieu of a full prospectus. Another requirement is that the manager of the scheme should be licensed or regulated and be fit and proper.
Q: As you now require schemes offered to accredited investors to be authorised or recognised, is this not more onerous than currently where SICAVs are offered as shares and only an information memorandum is required?
A: Yes, it is slightly more onerous (in the case of foreign SICAVs which now have to obtain restricted recognition), but this is necessary to protect Singapore investors against fly-by-night offerors. We take the view that accredited investors are not in the same position as professional investors (such as stock brokers or fund managers) in terms of their ability to assess managers of such CIS.
The only criteria for schemes offered to accredited investors are that the manager must be licensed or regulated and be "fit and proper". (For Singapore unit trusts, an approved trustee has to be appointed as well.)
Transitionals
Q: In view of the revised prospectus checklist, will we see an immediate revamp of all existing CIS prospectuses come 1 July 2002?
A: No, offerors would be allowed to continue offering funds using existing prospectuses which are registered under the Companies Act before 1 July 2002. When these prospectuses expire, offerors must register a new prospectus under the SFA.
Trustees
Q: What is the rationale for requiring trustees to have professional indemnity insurance or to provide MAS with a letter of undertaking?
A: The purpose of this requirement is to ensure that a trustee has adequate insurance cover if it is sued, so that it can continue discharging its duties and responsibilites.
High fees and high expense ratios of unit trusts
Q: There have been complaints from public that unit trust managers are charging unreasonably high fees, despite recent poor performance. What is MAS doing about it?
A: We do not regulate the amount of fees charged by fund managers to unit trusts. The fees should be determined by free market forces. We require details of fees to be fully disclosed in the prospectus of each fund, so that an investor can decide whether to invest in that fund taking into account relevant factors, including the fee it charges.
Q: It has been suggested that some of the small size unit trusts in Singapore have high expense ratios and the bulk of these costs is passed down to the investors. Is MAS planning to close down these cost inefficient small funds?
A: In line with international practice, MAS does not compel unit trust managers to close down unit trusts on account of small fund size or high expense ratio. However, the managers of such funds should consider options such as reducing expenses, winding up the funds or merging the funds with other funds.
MAS has issued recommended practices to help managers reduce fund expenses and require periodic disclosure of expense ratio by unit trusts:
(a) Foreign funds are now allowed to be sold directly to the public in Singapore. Such foreign funds no longer have to set up local feeder funds, which result in another layer of costs.
(b) With effect from 1 July 2002, fund managers will be disallowed from charging marketing or promotion expenses to unit trusts. This may help to reduce fund expenses.
(c) Unit trusts are required to disclose their expense ratios in semi-annual reports. Before investing, the public should ask for such information and factor the expense ratio and other relevant considerations into their decisions.
Investors in small-sized funds with high expense ratios can consider switching to larger funds managed by the same manager at little or no cost. As a last resort, investors can also redeem their units and reinvest in larger funds with the same investment focus managed by other firms.
Scope of 'collective investment schemes'
Q: What is the scope of "collective investment schemes" that will be regulated under the SFA. Will time-sharing schemes and commodity investment schemes be regulated?
A: In essence, the SFA defines a collective investment scheme as an arrangement where money from investors is pooled together with a view to deriving profits or income from the scheme. The scheme may invest in all kinds of assets, be they financial, real estate, precious metals or commodities.
Whether or not exotic schemes such as commodity investment schemes fall within the scope of that definition depends on the structure of each scheme. Where money invested in the scheme and profits or income from it are pooled, the scheme would be subject to our approval process as well as prospectus requirements. If a commodity is sold directly and separately to individuals, such sales would not be subject to any regulation. Investors buying into such schemes would have to note the absence of regulatory safeguards.
Schemes whose objectives are not to generate profit or income but for consumption e.g. time-sharing schemes and memberships in golf or country clubs, would not fall within the regulatory scope of CIS under the SFA.
Q: Will closed-end funds, such as venture capital funds and private equity funds, be regulated under the SFA?
A: Closed-end funds do not fall within the regulatory scope of CIS under the SFA. Offers of securities (e.g. shares or debentures) of closed-end funds or investment companies will be subject to similar prospectus requirements as those of non-investment companies.
Advertisements
(last updated on 23 Dec 2003)
Q: Can an advertisement show only a fund's return on a bid-to-bid basis when its past performance is compared with an index?
A: When the past return of a fund is compared with an index, it is mandatory to state the fund's past returns on an offer-to-bid basis. The corresponding bid-to-bid figure may also be shown, although there is no requirement to do so. The requirement to disclose the offer-to-bid figure is to allow investors to compare between funds which have different distribution costs.
Q: There have been advertisements for certain funds which highlight their maximum possible returns but fail to disclose the conditions necessary for achieving those returns. Is MAS concerned about such advertisements?
A: Fund advertisements must be fair, unambiguous and not misleading if prospective investors are to form an accurate understanding of the fund in which they would be investing. While the advertised maximum possible returns may be technically correct, the probability of realising such returns could be low. MAS would consider an advertisement to have the potential to mislead investors if the pre-requisite conditions for achieving the advertised returns are not disclosed properly. Publishing a false or misleading advertisement is an offence under the SFA.
Fund of Funds
Q: Does MAS require information on the use of financial derivatives in assessing applications by fund-of-funds("FOFs")?
A: A FOF is a collective investment scheme whose objective is to invest all or substantially all of its assets with different fund managers to be managed on a dedicated basis or to be invested in pooled investments or schemes. As stated in Appendix 6 of the Code on CIS, a FOF may use financial derivatives for the purpose of hedging or efficient portfolio management on a temporary basis (not more than three months). As such MAS does not require information on the use of financial derivatives in assessing applications by FOFs. However MAS expects FOFs which make use of financial derivatives to have appropriate due diligence measures in place to manage the risks related to such instruments.
Definition of Closed-end Funds
Q: Can MAS clarify whether a fund with (i) an initial "lock-up" period and/or (ii) a redemption frequency of longer than three months would be considered to be a closed-end fund?
A: A closed-end fund is a collective investment scheme under which units issued are exclusively or primarily non-redeemable at the option of the investor. As long as redemption is allowed during the life of the fund as opposed to only on the maturity date, the fund will generally be considered to be open-end. While funds with initial "lock-up" periods and/or redemption frequencies of more than three months may be considered to be open-end, such funds will not be authorised or recognised by MAS for retail distribution. However such funds can be offered as restricted schemes to accredited investors and other relevant persons listed in section 305 of the SFA.
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