Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005

No. S 602

Securities and Futures Act

(Chapter 289)

Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005

In exercise of the powers conferred by sections 286, 287, 289, 296, 300, 302B, 302C, 305, 305B, 305C, 306, 337 and 341 of the Securities and Futures Act (as amended by the Securities and Futures (Amendment) Act 2005 (Act 1 of 2005)), 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 2005 and shall come into operation on 15th October 2005.

Definitions

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

“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;

“custodian”, in relation to a collective investment scheme whether or not constituted as a VCC or sub‑fund of an umbrella VCC, means an entity to which the assets of the collective investment scheme are entrusted for safekeeping;

“information memorandum” has the same meaning as in section 305(5) of the Act;

[S 191/2013 wef 01/07/2013]

“key executive” means an individual —

(a) who is employed in an executive capacity by the manager for a collective investment scheme; and

(b) who makes, has the capacity to make, or participates in making, decisions that affect the whole or a substantial part of the management of the collective investment scheme;

[S 191/2013 wef 01/07/2013]

“language of the prospectus” has the same meaning as in section 287(13B) of the Act;

“non‑umbrella VCC” has the meaning given by section 2(1) of the Variable Capital Companies Act 2018;

[S 638/2024 wef 31/12/2021]

“restricted foreign scheme” means a restricted scheme constituted outside Singapore which is in the list of restricted schemes maintained by the Authority under the Sixth Schedule;

[S 420/2009 wef 01/10/2009]

“restricted real estate investment trust” means a restricted scheme —

(a) that is a trust;

(b) that invests primarily in real estate and real estate related assets specified by the Authority in the Code on Collective Investment Schemes; and

(c) that has all or any of its units listed for quotation on an approved exchange, or for which an application to an approved exchange to list such units has been submitted and the application has not been withdrawn, or rejected by the approved exchange;

[S 402/2020 wef 29/05/2020]

[Deleted by S 420/2009 wef 01/10/2009]

“restricted scheme” means a collective investment scheme mentioned in section 305(1) or (2) of the Act;

[S 669/2018 wef 08/10/2018]

“restricted Singapore scheme” means a restricted scheme constituted in Singapore which is in the list of restricted schemes maintained by the Authority under the Sixth Schedule;

[S 420/2009 wef 01/10/2009]

[S 469/2012 wef 01/10/2012]

“sub‑fund”, in relation to an umbrella fund, means a collective investment scheme that is part of the umbrella fund;

“umbrella fund” means an entity (including an umbrella VCC) or a trust, the constitution (or other equivalent document) or the trust deed (as the case may be) of which provides that it consists, or is to consist, of 2 or more sub‑funds, or words to that effect;

“umbrella VCC” and “VCC” have the meanings given by section 2(1) of the Variable Capital Companies Act 2018.

[Deleted by S 469/2012 wef 01/10/2012]

(2)  In the Seventh Schedule, “latest practicable date” means a date which is the latest practicable in the context of the applicable requirement in these Regulations and which is no earlier than 7 days prior to the date of lodgment of the offer information statement with the Authority.

(3)  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)  The forms to be used for the purposes of Division 2 of Part 13 of the Act (other than sections 289, 290, 295A and 305 of the Act) and these Regulations (save for regulations 5A and 32A and paragraph 2(1) of the Sixth Schedule) are those set out at the Authority’s Internet website at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, and any reference in those Regulations to a numbered form shall be construed as a reference to the current version of the form bearing the corresponding number which is displayed at that website.

[S 494/2014 wef 29/07/2014]

[S 669/2018 wef 08/10/2018]

[S 638/2024 wef 31/12/2021]

[S 71/2025 wef 24/01/2025]

(1A)  The forms to be used for the purposes of sections 289 and 295A of the Act and regulations 5A and 32A are those set out at the Authority’s Internet website at http://www.mas.gov.sg and any reference in that regulation to a numbered form shall be construed as a reference to the current version of the form bearing the corresponding number which is displayed at that website.

[S 494/2014 wef 29/07/2014]

[S 669/2018 wef 08/10/2018]

(1B)  [Deleted by S 669/2018 wef 08/10/2018]

(1C)  Where the Authority’s Internet website at http://www.mas.gov.sg does not set out a form which may be used for lodging a document with the Authority under a provision in Division 2 of Part 13 of the Act or these Regulations, that document shall be lodged with the Authority using Form 6, as set out at the Authority’s Internet website at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera.

[S 494/2014 wef 29/07/2014]

[S 669/2018 wef 08/10/2018]

[S 638/2024 wef 31/12/2021]

(2)  All forms used for the purposes of Division 2 of Part 13 of the Act and these Regulations shall be completed in the English language and in accordance with such directions as may be specified in the form or by the Authority.

[S 638/2024 wef 31/12/2021]

(3)  The Authority may refuse to accept any form if —

(a) it is not completed or lodged in accordance with this regulation; or

(b) it is not accompanied by the relevant fee referred to in regulation 4.

Fees

4.—(1)  Subject to paragraph (2), the fees specified in the First Schedule shall be payable to the Authority for the purposes specified therein, and shall not be refundable.

(2)  The Authority may waive in whole or in part any fee under item 7 of the First Schedule as it thinks fit.

PART II

AUTHORISATION AND RECOGNITION OF COLLECTIVE INVESTMENT SCHEMES, APPROVAL OF TRUSTEES AND REQUIREMENTS FOR APPROVED TRUSTEES

[S 170/2020 wef 16/03/2020]

Division 1 — Approval Criteria for Trustees

Approval criteria for trustees

5.—(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) a paid-up capital of not less than $1 million;

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

(iii) a sound financial position; and

(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;

(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 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 person whom the Authority considers to be exercising influence over the public company; and

(c) any person whom the Authority considers to be exercising influence over a related corporation of the public company.

(3)  In 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 — Requirements for Approved Trustees

Forms for approved trustees

5A.—(1)  For the purposes of section 289(1) of the Act, the application for approval of a public company to act as a trustee for a collective investment scheme shall be submitted to the Authority using Form 3.

(2)  Where there is any change in any particular submitted to the Authority by way of Form 3, the applicant shall notify the Authority in writing of such change within 14 days after such change.

[S 494/2014 wef 29/07/2014]

Application for approval of chief executive officer, director and key persons, etc.

5B.  For the purposes of section 290(4) of the Act, the Authority may have regard to the following criteria in determining whether to approve the appointment of a person under section 290(1) or (2) of the Act:

(a) whether the approved trustee has provided the Authority with such information relating to the person as the Authority may require;

(b) whether the person has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against the person that remains in force;

(c) whether the person is an undischarged bankrupt in Singapore or elsewhere;

(d) whether an enforcement order against the person in respect of a judgment debt has been returned unsatisfied in whole or in part;

(e) whether the person has, in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the person’s creditors, being a compromise or scheme of arrangement that is still in operation;

(f) whether the person —

(i) has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; or

(ii) has been convicted of an offence under the Act;

(g) the educational or other qualification, experience or expertise of the person, having regard to the nature of the duties that the person is to perform as a chief executive officer or director of the approved trustee, or in the key management position or committee of the approved trustee, as the case may be;

(h) whether the person is a fit and proper person to be a chief executive officer or director of the approved trustee, to hold the key management position or to be in the committee of the approved trustee, as the case may be;

(i) the financial standing of the person;

(j) the past performance of the person, having regard to the nature of the duties that the person is to perform as a chief executive officer or director of the approved trustee, or in the key management position or committee of the approved trustee, as the case may be;

(k) whether there is reason to believe that the person will not conduct himself professionally or act in an ethical manner in discharging the duties that the person is to perform as a chief executive officer or director of the approved trustee, or in the key management position or committee of the approved trustee, as the case may be.

[S 71/2025 wef 24/01/2025]

Annual fees for approved trustees

6.  Every approved trustee shall pay to the Authority the annual fee specified in item 4 of the First Schedule.

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 becomes aware that the manager for the scheme has contravened any legal or regulatory requirement applicable to the manager in relation to the scheme, inform the Authority of the contravention no later than 3 business days after the approved trustee becomes aware of the contravention;

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

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

(d) ensure that the property of the 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 in the scheme;

(f) make the register available for inspection during its business hours, free of charge, to the manager for the scheme or any participant in the scheme; and

(g) where that register is not in the language of the prospectus, make available for inspection during its business hours an accurate translation of the register in the language of the prospectus, free of charge, to the manager for the scheme or any participant in the scheme, unless the manager or the participant, as the case may be, has consented to the register being made available to him for inspection in a language other than the language of the prospectus.

(2)  The register referred to in paragraph (1)(e) shall contain, in respect of each participant or person who has ceased to be a participant, in the scheme —

(a) his name and address;

(b) the extent of his holding;

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

(d) if applicable, the date on which he ceases or ceased to be a participant.

(3)  Any person who contravenes paragraph (1) 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).

Division 2A — Requirements for custodians of non-umbrella VCCs or sub-funds of umbrella VCCs

Operational requirements for custodian of non-umbrella VCC

7A.—(1)  An approved trustee that is a custodian of a collective investment scheme constituted as a non-umbrella VCC must —

(a) if, in the course of discharging the functions or duties of such custodian, it becomes aware that the non-umbrella VCC or its manager has contravened, in relation to the scheme, any legal or regulatory requirement applicable to the non-umbrella VCC or the manager, inform the Authority of the contravention no later than 3 business days after it becomes so aware;

(b) ensure the safekeeping of all the property of the non-umbrella VCC in the following ways:

(i) in a case where any property of the non-umbrella VCC is capable of being held in custody by the approved trustee as custodian — hold the property, including by means of taking delivery of the property or the documents of title in respect of the property;

(ii) in any case — take appropriate measures to satisfy itself that each property purportedly owned by the non-umbrella VCC is in fact the property of the non-umbrella VCC, and record the measures taken;

(c) maintain proper and up-to-date records of all the property of the non-umbrella VCC, and perform regular reconciliation of the records; and

(d) ensure that the property (including the documents of title in respect of the property) of the non-umbrella VCC is kept distinct from —

(i) that of the approved trustee;

(ii) that of the manager of the non-umbrella VCC; and

(iii) that held by the approved trustee on behalf of any other person.

(2)  Despite paragraph (1)(d)(iii) but subject to paragraph (1)(c), where the approved trustee maintains a custody account in which it deposits any property that it holds on behalf of any other person, the property of the non-umbrella VCC may be deposited in the custody account together with such other property.

[S 170/2020 wef 16/03/2020]

Operational requirements for custodian of sub-fund of umbrella VCC

7B.—(1)  An approved trustee that is a custodian of a collective investment scheme constituted as a sub-fund of an umbrella VCC must —

(a) if, in the course of discharging the functions or duties of such custodian, it becomes aware that the umbrella VCC or its manager has contravened, in relation to the scheme, any legal or regulatory requirement applicable to the umbrella VCC or the manager, inform the Authority of the contravention no later than 3 business days after it becomes so aware;

(b) ensure the safekeeping of all the property of the umbrella VCC held on account of the sub-fund (called in this regulation the sub-fund’s property) in the following ways:

(i) in a case where any sub-fund’s property is capable of being held in custody by the approved trustee as custodian — hold the property, including by means of taking delivery of the property or the documents of title in respect of the property;

(ii) in any case — take appropriate measures to satisfy itself that each property purportedly a sub-fund’s property is in fact the sub-fund’s property, and record the measures taken;

(c) maintain proper and up-to-date records of all the sub-fund’s property, and perform regular reconciliation of the records; and

(d) ensure that the sub-fund’s property (including the documents of title in respect of the property) is kept distinct from —

(i) that of the umbrella VCC that is not held on account of the sub-fund;

(ii) that of the approved trustee;

(iii) that of the manager of the umbrella VCC; and

(iv) that held by the approved trustee on behalf of any person.

(2)  Despite paragraph (1)(d)(i) and (iv) but subject to paragraph (1)(c), where the approved trustee maintains a custody account in which it deposits —

(a) any property that it holds on behalf of any person; or

(b) any property of the umbrella VCC that is not held on account of the sub-fund,

the sub-fund’s property may be deposited in the custody account together with such other property.

[S 170/2020 wef 16/03/2020]

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 —

(a) subject to paragraph (4), contains the covenants referred to in paragraph (2); and

(b) includes the provisions referred to in regulation 9.

(2)  The trust deed referred to in paragraph (1) shall contain covenants —

(a) binding the manager for the scheme —

(i) to use its best endeavours —

(A) to carry on and conduct its business in a proper and efficient manner; and

(B) to 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) to issue, redeem or repurchase units in the scheme at a price based on the net asset value of the scheme or otherwise, in accordance with the Code on Collective Investment Schemes;

(iv) at the request of a participant in the scheme, to purchase from the participant units which the participant has subscribed for or acquired, except in the circumstances specified in paragraph (4);

(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) semi-annual accounts and annual accounts relating to the scheme in the language of the prospectus; and

(B) semi-annual reports and annual reports relating to the scheme in the language of the prospectus,

in accordance with the Code on Collective Investment Schemes;

(b) binding 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 in the scheme;

(ii) to cause the annual accounts relating to the scheme to be audited at the end of each financial year by an auditor, other than in such cases as may be specified by the Authority in the Code on Collective Investment Schemes, and to ensure that the report of the auditor is prepared in the language of the prospectus; and

(iii) to send or cause to be sent to the participants —

(A) the semi-annual accounts and annual accounts relating to the scheme;

(B) the report of the auditor on the annual accounts; and

(C) the semi-annual report and annual report relating to the scheme,

in accordance with the Code on Collective Investment Schemes; and

(c) binding 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.

(3)  In this regulation, “accounts” has the same meaning as in section 4(1) of the Companies Act 1967.

[S 638/2024 wef 31/12/2021]

(4)  The trust deed of a collective investment scheme constituted in Singapore as a unit trust may exclude the covenant referred to in paragraph (2)(a)(iv) if —

(a) the scheme is an arrangement —

(i) under which units that are issued are exclusively or primarily non-redeemable at the election of the holder of the units; and

(ii) that is mentioned in paragraph (a), (aa) or (b) of the definition of “closed-end fund” in section 2(1) of the Act;

[S 170/2020 wef 16/03/2020]

(b) in the case of a scheme where the offer of units is an offer for which a prospectus is required, the units in the scheme are listed for quotation on an approved exchange within 30 days after the prospectus in respect of the offer is registered by the Authority;

[S 669/2018 wef 08/10/2018]

(c) the advertising and marketing materials (including the prospectus referred to in sub-paragraph (b)) in relation to the scheme contain —

(i) a statement to the effect that, for so long as the units in the scheme are listed for quotation on an approved exchange, the participants in the scheme shall have no right to request the manager for the scheme to redeem or purchase their units in the scheme; and

[S 669/2018 wef 08/10/2018]

(ii) a warning to prospective investors that the listing for quotation of the units in the scheme on an approved exchange does not guarantee a liquid market for those units; and

[S 669/2018 wef 08/10/2018]

(d) the trust deed contains a covenant binding on the responsible person for the scheme that if at any time the units in the scheme —

(i) are suspended from trading for at least 60 calendar days on all approved exchanges on which the units have been listed for quotation; or

[S 669/2018 wef 08/10/2018]

[S 170/2020 wef 16/03/2020]

(ii) cease to be listed for quotation on all approved exchanges on which the units have been listed for quotation,

the responsible person shall offer to purchase from the participants in the scheme the units in the scheme in accordance with the provisions of the trust deed and the requirements set out in the Second Schedule.

[S 170/2020 wef 16/03/2020]

[S 669/2018 wef 08/10/2018]

Other particulars to be included in trust deeds

9.  The trust deed referred to in regulation 8(1) shall include —

(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 for the scheme, 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, securities, securities-based derivatives, units in a collective investment scheme, 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 in the scheme;

[S 669/2018 wef 08/10/2018]

(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 in the scheme 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 and the manner in which that remuneration is provided; 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)  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(2)(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).

Division 3A — Requirements of constitution or contractual arrangements in respect of collective investment scheme constituted as non-umbrella VCC or sub-fund of umbrella VCC

Provisions to be included in constitution where collective investment scheme is constituted as non-umbrella VCC

10AA.—(1)  Where a collective investment scheme (called in this regulation the scheme) is constituted as a non-umbrella VCC, the prescribed requirements in relation to the constitution of the non-umbrella VCC under section 286(2A)(c) of the Act are that the constitution must —

(a) subject to paragraph (3), contain the provisions set out in paragraph (2); and

(b) contain the additional provisions set out in paragraph (4).

(2)  For the purposes of paragraph (1)(a), the constitution must contain provisions that bind the non-umbrella VCC —

(a) to issue, redeem or repurchase units in the scheme at a price equal to the proportion of the net asset value of the non-umbrella VCC represented by each unit, in accordance with the Code on Collective Investment Schemes, after adding or subtracting (as the case may be) any fees and charges in accordance with the constitution;

(b) at the request of a participant of the scheme, to purchase from the participant units in the scheme that the participant has subscribed for or acquired;

(c) to prepare or cause to be prepared —

(i) semi-annual accounts and annual accounts relating to the scheme in the language of the prospectus; and

(ii) semi-annual reports and annual reports relating to the scheme in the language of the prospectus,

in accordance with the Code on Collective Investment Schemes; and

(d) to entrust all the property of the scheme to an approved trustee that is the custodian of the scheme for safekeeping in accordance with the requirements mentioned in regulation 7A(1).

(3)  The constitution of the non-umbrella VCC may exclude the provision mentioned in paragraph (2)(b) if —

(a) the scheme is an arrangement —

(i) under which units that are issued are exclusively or primarily non-redeemable at the election of the holders of the units; and

(ii) that is mentioned in paragraph (aa) or (b) of the definition of “closed-end fund” in section 2(1) of the Act;

(b) the units of the scheme the offer of which requires a prospectus are listed for quotation on an approved exchange within 30 days after the prospectus is registered by the Authority;

(c) the advertising and marketing materials (including the prospectus mentioned in sub-paragraph (b)) in relation to the scheme contain the following:

(i) a statement to the effect that a participant in the scheme has no right to request the non-umbrella VCC to redeem or purchase any of the participant’s units in the scheme for the period in which the units in the scheme are listed for quotation on an approved exchange;

(ii) a warning to any prospective investor that the listing for quotation of the units in the scheme on an approved exchange does not guarantee a liquid market for the units; and

(d) the constitution contains provisions that bind the responsible person for the scheme to offer to purchase the participants’ units in the scheme, in accordance with the provisions of the constitution and the requirements set out in the Second Schedule, if the units in the scheme —

(i) are suspended from trading for at least 60 calendar days on all approved exchanges on which the units have been listed for quotation; or

(ii) cease to be listed for quotation on all approved exchanges on which the units have been listed for quotation.

(4)  The provisions mentioned in paragraph (1)(b) are —

(a) provisions setting out the following particulars:

(i) the structure of the scheme;

(ii) the nature of the units in the scheme;

(iii) the investment objectives of the scheme;

(iv) 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) provisions setting out the precise information as to the circumstances in which the money, securities, securities-based derivatives, units in a collective investment scheme, investments and other property attributable to the scheme are or are to be vested in the custodian;

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

(i) the retirement, removal and replacement of a director of the non-umbrella VCC;

(ii) the retirement, removal and replacement of the manager of the non-umbrella VCC;

(iii) the retirement, removal and replacement of the custodian of the non-umbrella VCC; 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 and —

(i) if provision is made or to be made for the replacement of the property — provisions regarding particulars of such provision and each source from which the replacement is to be made or the cost of the replacement is to be met; or

(ii) if no provision is made 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 issued by the non-umbrella VCC may be sold by its manager;

(ii) the circumstances in which the non-umbrella VCC or any other person may be required to purchase from a participant of the scheme any unit subscribed for or acquired by the participant;

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

(iv) the circumstances in which, and the 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 of the scheme; and

(vii) any fees or charges payable by the scheme or participants of the scheme;

(f) provisions requiring the prior approval of the directors of the non-umbrella VCC for any change to the particulars to which sub-paragraph (e)(i), (ii) and (iii) relates, and requiring the directors to determine if the participants of the scheme should be informed of such changes;

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

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

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

(j) provisions specifying the party to whom interest on monies held by the manager or custodian of the scheme pending payment to the non-umbrella VCC 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 constitution is capable of modification, provisions relating to the modification of the constitution.

(5)  In this regulation, “accounts” has the meaning given by section 2(1) of the Variable Capital Companies Act 2018.

[S 170/2020 wef 16/03/2020]

[S 638/2024 wef 31/12/2021]

Provisions to be included in constitution where collective investment scheme is constituted as sub-fund of umbrella VCC

10AB.—(1)  Where a collective investment scheme (called in this regulation the scheme) is constituted as a sub-fund of an umbrella VCC, the prescribed requirements in relation to the constitution of the umbrella VCC in respect of that scheme under section 286(2A)(c) of the Act are that the constitution must —

(a) subject to paragraph (3), contain the provisions set out in paragraph (2); and

(b) contain the provisions set out in regulation 10AA(4), subject to the following modifications:

(i) a reference in a provision to the collective investment scheme constituted as a non-umbrella VCC is to the scheme;

(ii) a reference in a provision to the non-umbrella VCC is to an umbrella VCC;

(iii) a reference in a provision to a unit is to a unit of the scheme;

(iv) a reference in a provision to an investment by a scheme is to an investment by the umbrella VCC on account of the scheme;

(v) a reference in a provision to the borrowing limits and borrowing powers of a scheme is to the borrowing limits and borrowing powers of the umbrella VCC on account of the scheme.

(2)  For the purposes of paragraph (1)(a), the constitution must contain provisions that bind the umbrella VCC —

(a) to issue, redeem or repurchase units in the scheme at a price equal to the proportion of the net asset value of the sub-fund represented by each unit, in accordance with the Code on Collective Investment Schemes, after adding or subtracting (as the case may be) any fees and charges in accordance with the constitution;

(b) at the request of a participant of the scheme, to purchase from the participant units in the scheme that the participant has subscribed for or acquired;

(c) to prepare or cause to be prepared —

(i) semi-annual accounts and annual accounts relating to the scheme in the language of the prospectus; and

(ii) semi-annual reports and annual reports relating to the scheme in the language of the prospectus,

in accordance with the Code on Collective Investment Schemes; and

(d) to entrust all the property of the scheme to an approved trustee that is the custodian of the scheme for safekeeping in accordance with the requirements mentioned in regulation 7B(1).

(3)  The constitution of the umbrella VCC may exclude the provision mentioned in paragraph (2)(b) if —

(a) the scheme is an arrangement —

(i) under which units that are issued are exclusively or primarily non-redeemable at the election of the holders of the units; and

(ii) that is mentioned in paragraph (aa) or (b) of the definition of “closed-end fund” in section 2(1) of the Act;

(b) the units of the scheme the offer of which requires a prospectus are listed for quotation on an approved exchange within 30 days after the prospectus is registered by the Authority;

(c) the advertising and marketing materials (including the prospectus mentioned in sub-paragraph (b)) in relation to the scheme contain the following:

(i) a statement to the effect that a participant in the scheme has no right to request the umbrella VCC to redeem or purchase, on account of the scheme, any of the participant’s units in the scheme for the period in which the units in the scheme are listed for quotation on an approved exchange;

(ii) a warning to any prospective investor that the listing for quotation of the units in the scheme on an approved exchange does not guarantee a liquid market for the units; and

(d) the constitution contains provisions that bind the responsible person for the scheme to offer to purchase the participants’ units in the scheme, in accordance with the provisions of the constitution and the requirements set out in the Second Schedule, if the units in the scheme —

(i) are suspended from trading for at least 60 calendar days on all approved exchanges on which the units are listed for quotation; or

(ii) cease to be listed for quotation on all approved exchanges.

(4)  In this regulation, “accounts” has the meaning given by section 2(1) of the Variable Capital Companies Act 2018.

[S 170/2020 wef 16/03/2020]

Prescribed requirements for contractual arrangements where collective investment scheme is constituted as non-umbrella VCC

10AC.  Where a collective investment scheme (called in this regulation the scheme) is constituted as a non-umbrella VCC, the prescribed requirements in relation to the contractual arrangements in respect of the scheme for the purposes of section 286(2A)(c) of the Act are that —

(a) the contractual arrangement between the non-umbrella VCC and its directors contains provisions that bind the directors to exercise all due diligence and vigilance in carrying out the directors’ functions and duties in respect of the scheme and in safeguarding the rights and interests of the participants of the scheme;

(b) the contractual arrangement between the non-umbrella VCC and its manager contains provisions that —

(i) bind the manager to use the manager’s best endeavours to —

(A) carry on and conduct the business of the non-umbrella VCC in a proper and efficient manner; and

(B) ensure that the scheme is carried on and conducted in a proper and efficient manner;

(ii) bind the manager to pay to the non-umbrella VCC within 5 business days after the receipt by the manager of any money that, under the constitution or the contractual arrangement, is payable by the manager;

(iii) specify full particulars with respect to the retirement, removal and replacement of the manager;

(iv) specify full particulars of the remuneration of the manager and the manner in which the remuneration is to be paid; and

(v) specify the party to whom interest on monies held by the manager pending payment to the non-umbrella VCC is to accrue; and

(c) the contractual arrangement between the non-umbrella VCC and the custodian of the scheme must contain provisions that —

(i) set out the duties of the custodian to the participants of the scheme, and information as to the circumstances in which the money, securities, securities-based derivatives, units in a collective investment scheme, investments and other property attributable to the scheme are or are to be vested in the custodian;

(ii) bind the custodian to pay to the non-umbrella VCC within 5 business days after the receipt by the custodian of any money that, under the constitution or the contractual arrangement, is payable by the custodian to the non-umbrella VCC;

(iii) specify full particulars with respect to the retirement, removal and replacement of the custodian; and

(iv) specify full particulars of the remuneration of the custodian and the manner in which the remuneration is to be paid.

[S 170/2020 wef 16/03/2020]

Prescribed requirements for contractual arrangements where collective investment scheme is constituted as sub-fund of umbrella VCC

10AD.  Where a collective investment scheme (called in this regulation the scheme) is constituted as a sub-fund of an umbrella VCC, the prescribed requirements in relation to the contractual arrangements in respect of the scheme for the purposes of section 286(2A)(c) of the Act are that —

(a) the contractual arrangements between the umbrella VCC and its directors must contain provisions that bind the directors to exercise all due diligence and vigilance in carrying out the directors’ functions and duties in respect of the scheme and in safeguarding the rights and interests of the participants of the scheme;

(b) the contractual arrangement between the umbrella VCC and its manager must contain the provisions mentioned in regulation 10AC(b)(i), (ii), (iii), (iv) and (v), modified in the following manner:

(i) a reference to the non-umbrella VCC is to the umbrella VCC;

(ii) a reference in regulation 10AC(b)(i)(A) to the business of the non-umbrella VCC is to the business of the umbrella VCC for the purpose of the scheme;

(iii) a reference in regulation 10AC(b)(i)(B) to the collective investment scheme constituted as a non-umbrella VCC is to the scheme; and

(c) the contractual arrangement between the umbrella VCC and the custodian of the scheme must contain the provisions mentioned in regulation 10AC(c)(i), (ii), (iii) and (iv), modified in the following manner:

(i) a reference to the non-umbrella VCC is to the umbrella VCC;

(ii) a reference to the collective investment scheme constituted as a non-umbrella VCC is to the scheme.

[S 170/2020 wef 16/03/2020]

Division 4 — Application for Authorisation and Recognition of Collective Investment Schemes

Forms for authorisation and recognition, etc.

10A.—(1)  An application to the Authority for authorisation of a collective investment scheme under section 286(1) of the Act shall be made in Form 1.

(2)  Where there is any change in any particular submitted to the Authority by way of Form 1 in relation to any collective investment scheme authorised under section 286 of the Act, the responsible person for the collective investment scheme shall notify the Authority of the matter using Form 1-A.

(3)  An application to the Authority by the responsible person for a collective investment scheme authorised under section 286 of the Act to withdraw the authorisation of the collective investment scheme under section 288(7) of the Act, shall be made in Form 1-A.

(4)  A notice to the Authority by the responsible person for a collective investment scheme authorised under section 286 of the Act of a proposed winding up of the collective investment scheme under section 295(1) of the Act, shall be given in Form 1-A.

(5)  An application to the Authority for recognition of a collective investment scheme constituted outside Singapore under section 287(1) of the Act shall be made in Form 2.

(6)  Where there is any change in any particular submitted to the Authority by way of Form 2 in relation to any collective investment scheme recognised under section 287 of the Act, the responsible person for the collective investment scheme shall notify the Authority of the matter using Form 2-A.

(7)  An application to the Authority by the responsible person for a collective investment scheme recognised under section 287 of the Act to withdraw the recognition of the collective investment scheme under section 288(7) of the Act, shall be made in Form 2-A.

(8)  A notice to the Authority by the responsible person for a collective investment scheme recognised under section 287 of the Act of a proposed winding up of the collective investment scheme under section 295(1) of the Act, shall be given in Form 2-A.

[S 494/2014 wef 29/07/2014]

Criteria for recognition

10B.  For the purposes of section 287(2)(b) of the Act, the criteria prescribed by which the Authority may have regard to in determining whether to recognise a collective investment scheme is whether the following, collectively or individually, afford to investors in Singapore protection at least equivalent to that provided to them under comparable authorised schemes under Division 2 of Part 13 of the Act:

(a) the investment policy of the scheme;

(b) the provisions contained in the trust deed or the constituent documents of the scheme;

(c) the roles, responsibilities and powers of the trustee or a person in an equivalent capacity, as set out in the trust deed or the constituent documents of the scheme;

(d) the laws and practices of the jurisdiction under which the scheme is constituted.

[S 669/2018 wef 08/10/2018]

[S 638/2024 wef 31/12/2021]

PART III

PROSPECTUS AND ADVERTISEMENT REQUIREMENTS

[S 384/2018 wef 09/07/2018]

Division 1 — Form and Content

Contents of prospectus

11.  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.

Information that may be omitted from preliminary document

12.  For the purposes of section 296(1B) of the Act, the information set out in the Fourth Schedule may be omitted from a preliminary document under the circumstances specified, if any, in relation to that information in that 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 persons referred to in section 296(2A) of the Act who have signed the profile statement are satisfied that the profile statement contains a fair summary of the key information in the prospectus.

(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.

Form and content requirements of product highlights sheet

13A.—(1)  For the purposes of section 296A(1)(a) of the Act, a product highlights sheet in respect of an offer of units in any of the following collective investment schemes that is made in or accompanied by a prospectus or profile statement lodged with the Authority on or after 10 December 2018 under section 296(1)(a)(ii) or (2)(b) of the Act, must comply with the requirements in paragraph (2):

(a) a collective investment scheme (other than a real estate investment trust) that is an exchange traded fund listed on an approved exchange or overseas exchange;

(b) a collective investment scheme that is not listed on an approved exchange or overseas exchange.

(2)  For the purposes of paragraph (1), the requirements are —

(a) the product highlights sheet must —

(i) in the case of a collective investment scheme (other than a real estate investment trust) that is an exchange traded fund listed on an approved exchange or overseas exchange —

(A) be in the form set out in Part 1 of the Eighth Schedule; and

(B) contain a rectangular side bar —

(BA) appearing at the rightmost side of each page;

(BB) of at least 18 millimetres in width and in the full length of each page;

[S 669/2018 wef 08/10/2018]

(BC) in the colour Pantone 109C; and

(BD) containing the words “PRODUCT HIGHLIGHTS SHEET” that are oriented at 90 degrees clockwise, in typeface Arial, in font size 20-point, and in the colour black;

(ii) in the case of a collective investment scheme that is not listed on an approved exchange or overseas exchange, the product highlights sheet must —

(A) be in the form set out in Part 2 of the Eighth Schedule; and

(B) contain a rectangular side bar —

(BA) appearing at the rightmost side of each page;

(BB) of at least 18 millimetres in width and in the full length of each page;

[S 669/2018 wef 08/10/2018]

(BC) in the colour Pantone 109C; and

(BD) containing the words “PRODUCT HIGHLIGHTS SHEET” that are oriented at 90 degrees clockwise, in typeface Arial, in font size 20-point, and in the colour black;

(iii) contain a description of the key features and risks of the units;

(iv) contain a glossary explaining technical terms, if technical terms are used in the product highlights sheet;

(v) provide a fair and balanced view of the units;

(vi) comply with the following if the product highlights sheet does not contain any diagram or glossary:

(A) the product highlights sheet must not be more than 4 pages;

(B) each page of the product highlights sheet must not be larger than 297 millimetres in length and 210 millimetres in breadth (A4 paper size); and

(vii) comply with the following if the product highlights sheet contains one or more diagrams or a glossary:

(A) the product highlights sheet must not be more than 8 pages;

(B) the number of pages of the product highlights sheet containing information that is not contained in any diagram or glossary must not be more than 4 pages;

(C) each page of the product highlights sheet must not be larger than 297 millimetres in length and 210 millimetres in breadth (A4 paper size);

(b) the information in the product highlights sheet, including footnotes and references, must —

(i) be clearly legible; and

(ii) be in a font size of at least 10-point Arial or any other standard font type that is visually equivalent to that font size; and

(c) the product highlights sheet must not —

(i) be false or misleading; or

(ii) contain any material information that differs in any material particular from the material information set out in the prospectus of the offer of the units.

(3)  Despite paragraph (2)(a)(i)(A) or (ii)(A), the following aspects of the form mentioned in that paragraph may be modified:

(a) the font colour of the content of the product highlights sheet, including any heading or subheading;

(b) the font type and font style of any word or number for the purpose of providing emphasis;

(c) the cell colour of any heading or subheading;

(d) the addition of one or more headings or subheadings.

(4)  For the purposes of paragraph (2)(a)(vi) and (vii), where a product highlights sheet is printed on both sides of a sheet of paper, each sheet counts as 2 pages.

(5)  Without limiting paragraph (2)(a)(v), examples of a product highlights sheet that does not provide a fair and balanced view of the units in a collective investment scheme are set out in paragraph 1 of Part 3 of the Eighth Schedule.

(6)  Without limiting paragraph (2)(c)(i), examples of a product highlights sheet that is false or misleading are set out in paragraph 2 of Part 3 of the Eighth Schedule.

(7)  Despite paragraphs (2)(c)(i) and (6) (read with paragraph 2 of Part 3 of the Eighth Schedule), a product highlights sheet is not to be treated as false or misleading if the false or misleading information, or omission concerned in the product highlights sheet is not materially adverse from the point of view of the investor.

(8)  In paragraph (2)(a)(vi) and (vii), “diagram” includes any graph, chart, flowchart, table or numerical explanation.

[S 384/2018 wef 09/07/2018]

Supplementary document and replacement document

14.—(1)  The supplementary document or replacement document to be lodged with the Authority under section 298 of the Act shall be signed —

(a) if the person making the offer of units in a collective investment scheme is the responsible person for the scheme, by every director or equivalent person of the responsible person and every person who is named therein as a proposed director or an equivalent person of the responsible person; and

(b) if the person making the offer of units in a collective investment scheme is not the responsible person for the scheme —

(i) in the case where the responsible person is controlled by —

(A) the person making the offer;

(B) one or more of the related parties of the person making the offer; or

(C) the person making the offer and one or more of his related parties,

by the persons mentioned in paragraph (1A); or

(ii) in any other case —

(A) if the person making the offer is an entity, by every director or equivalent person of that entity; or

(B) if the person making the offer is an individual, by the individual or a person authorised by the individual in writing.

[S 669/2018 wef 08/10/2018]

(1A)  For the purposes of paragraph (1)(b)(i), the persons are —

(a) every director or equivalent person of the responsible person and every person who is named in the supplementary document or replacement document to be lodged with the Authority as a proposed director or an equivalent person of the responsible person; and

(b) if —

(i) the person making the offer is an entity, by every director or equivalent person of that entity; or

(ii) the person making the offer is an individual, by the individual or a person authorised by the individual in writing.

[S 669/2018 wef 08/10/2018]

(2)  A requirement under paragraph (1), read with paragraph (1A), for the supplementary document or replacement document to be signed by a director or an equivalent person is satisfied if the supplementary document or replacement document is signed —

(a) by that director or equivalent person; or

(b) by a person who is authorised in writing by that director or equivalent person to sign on his behalf.

[S 669/2018 wef 08/10/2018]

(3)  A requirement under paragraph (1), read with paragraph (1A), for the supplementary document or replacement document to be signed by a person named therein as a proposed director or an equivalent person is satisfied if the supplementary document or replacement document is signed —

(a) by that proposed director or equivalent person; or

(b) by a person who is authorised in writing by that proposed director or equivalent person to sign on his behalf.

[S 669/2018 wef 08/10/2018]

15.  [Deleted by S 469/2012 wef 01/10/2012]

General requirements for documents lodged with Authority

16.—(1)  Except as otherwise provided in the Act or these Regulations, a document to be lodged with the Authority under Division 2 of Part 13 of the Act or these Regulations shall be lodged in electronic form and shall comply with the following requirements:

(a) the document shall be in portable document format (PDF) or such other format as the Authority may from time to time allow; and

[S 494/2014 wef 29/07/2014]

(b) the document shall be lodged using the Authority’s Internet website at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium which contains the document, as the Authority may from time to time allow.

[S 494/2014 wef 29/07/2014]

[S 669/2018 wef 08/10/2018]

(c) [Deleted by S 494/2014 wef 29/07/2014]

[S 638/2024 wef 31/12/2021]

(2)  When a document is lodged with the Authority in electronic form under paragraph (1), an electronic image of each of the following shall be lodged with or submitted to the Authority together with the document:

(a) every signature on or accompanying the document;

(b) any duly signed form which is part of or which accompanies the document;

(c) any duly signed statement or letter required under the Act or these Regulations to be lodged or submitted together with the document.

(3)  An electronic image to be lodged with or submitted to the Authority under paragraph (2) shall comply with the following requirements:

(a) the electronic image shall be in portable document format (PDF) or such other format as the Authority may from time to time allow; and

[S 494/2014 wef 29/07/2014]

(b) the electronic image shall be lodged or submitted using the Authority’s Internet website at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium which contains the electronic image, as the Authority may from time to time allow.

[S 494/2014 wef 29/07/2014]

[S 669/2018 wef 08/10/2018]

(c) [Deleted by S 494/2014 wef 29/07/2014]

(4)  [Deleted by S 494/2014 wef 29/07/2014]

(5)  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.

Form or medium of document

17.—(1)  A person who lodges any of the following documents under regulation 16(1) shall also provide a copy of that document in paper form to the Authority, if the Authority so requests:

(a) a prospectus;

(b) a profile statement;

(c) a supplementary document;

(d) a replacement document;

(e) an offer information statement under section 305B of the Act.

[S 469/2012 wef 01/10/2012]

[S 494/2014 wef 29/07/2014]

(2)  A copy of any document in paper form required under paragraph (1) —

(a) shall comply with the following requirements:

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

(ii) the contents of the copy of the document shall be legible; and

(b) shall be accompanied by a true and complete electronic image of a signed statement of —

(i) in a case where the person making the offer is an individual —

(A) the person making the offer;

(B) a person authorised in writing by him; or

(C) an advocate and solicitor acting on his behalf; or

(ii) in a case where the person making the offer is an entity —

(A) a director or an equivalent person of the entity;

(B) a person authorised in writing by a director or an equivalent person of the entity; or

(C) an advocate and solicitor on behalf of the entity,

verifying that the copy of the document in paper form is a true copy of the document lodged with the Authority under regulation 16(1).

(3)  The electronic image of the signed statement under paragraph (2)(b) shall comply with the requirements of regulation 16(3).

Authorisation to be submitted

18.—(1)  Where any document lodged with the Authority under Division 2 of Part 13 of the Act or any statement referred to in regulation 17(2)(b) is signed —

(a) in a case where the person making the offer is an individual, by a person authorised in writing by the individual; or

(b) in a case where the person making the offer is an entity, by a person authorised in writing by a director or an equivalent person, or a proposed director or an equivalent person, of the entity,

a true and complete electronic image of the authorisation shall be submitted to the Authority, together with the document lodged with the Authority or statement, as the case may be.

[S 469/2012 wef 01/10/2012]

[S 638/2024 wef 31/12/2021]

(2)  The electronic image of the authorisation under paragraph (1) shall comply with the requirements of regulation 16(3).

Making false statement an offence

19.  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 — Advertising requirements

[S 384/2018 wef 09/07/2018]

Subdivision (1) — Requirements for advertisements or publications for the purposes of sections 300(3C), 303(3) and 305B(8) of Act

Requirements of advertisement or publication

19A.—(1)  For the purposes of sections 300(3C), 303(3) and 305B(8) of the Act, the requirements of an advertisement or a publication in respect of an offer or intended offer of units in a collective investment scheme that is disseminated or published on or after 10 December 2018 are as follows:

(a) the advertisement or publication (as the case may be) is not false or misleading;

(b) the advertisement or publication (as the case may be) provides a fair and balanced view of the units;

(c) the advertisement or publication (as the case may be) presents information in a clear manner, regardless of whether such information is in text or otherwise;

(d) where the advertisement or publication (as the case may be) appears in any medium of communication in visual form, the advertisement or publication (as the case may be) is clearly legible;

(e) where the advertisement or publication (as the case may be) appears in any electronic mail or website —

(i) the advertisement or publication (as the case may be) is in a font size of at least 10-point Times New Roman or any other standard font type that is visually equivalent to that font size; and

(ii) any footnote in the advertisement or publication (as the case may be) is not smaller than —

(A) where the font size of the word or statement to which the footnote relates is or is smaller than 20-point Times New Roman or any other standard font type that is visually equivalent to that font size — 10-point Times New Roman or any other standard font type that is visually equivalent to that font size;

(B) where the font size of the word or statement to which the footnote relates is larger than 20-point Times New Roman or any other standard font type that is visually equivalent to that font size but smaller than 29-point Times New Roman or any other standard font type that is visually equivalent to that font size — half the font size of that word or statement; or

(C) where the font size of the word or statement to which the footnote relates is or is larger than 29-point Times New Roman or any other standard font type that is visually equivalent to that font size — 14-point Times New Roman or any other standard font type that is visually equivalent to that font size;

(f) the advertisement or publication (as the case may be) contains the following statement:

“This advertisement or publication has not been reviewed by the Monetary Authority of Singapore.”;

(g) where the person disseminating or publishing, or causing the dissemination or publication of the advertisement or publication (as the case may be) is an entity, a manager of a trust or a trustee-manager of a business trust, the advertisement or publication (as the case may be) has been approved by the person specified in regulation 19B in the manner set out in that regulation prior to its dissemination or publication.

(2)  In the case of an advertisement or a publication mentioned in section 300(3C) of the Act that is disseminated or published at the time an offer in respect of units in a collective investment scheme is made, and is broadcast by means of any radio, television or audiovisual broadcasting service, or shown in any cinema, the statements mentioned in regulation 23(a)(iii) and (iv) must be —

(a) read audibly if the advertisement or publication (as the case may be) is in audio or audiovisual form; or

(b) displayed for at least 5 seconds if the advertisement or publication (as the case may be) is only in visual form.

(3)  Without limiting paragraph (1)(a), examples of an advertisement or a publication in respect of an offer or intended offer of units in a collective investment scheme, that is false or misleading are set out in paragraph 1 of the Ninth Schedule.

(4)  Without limiting paragraph (1)(b), examples of an advertisement or a publication in respect of an offer or intended offer of units in a collective investment scheme, that does not provide a fair and balanced view of the units are set out in paragraph 2 of the Ninth Schedule.

(5)  Without limiting paragraph (1)(c), examples of an advertisement or a publication in respect of an offer or intended offer of units in a collective investment scheme, that does not present information in a clear manner are set out in paragraph 3 of the Ninth Schedule.

(6)  Without limiting paragraph (1)(d), examples of an advertisement or a publication in respect of an offer or intended offer of units in a collective investment scheme, that is not clearly legible are set out in paragraph 4 of the Ninth Schedule.

[S 384/2018 wef 09/07/2018]

Approval of advertisement or publication

19B.—(1)  For the purposes of regulation 19A(1)(g), the advertisement or publication must be approved by —

(a) the senior management of the person which disseminates or publishes, or causes the dissemination or publication, of the advertisement or publication, as the case may be;

(b) an agent of the person mentioned in sub-paragraph (a); or

(c) a committee of the person mentioned in sub-paragraph (a).

(2)  For the purposes of paragraph (1)(a), the advertisement or publication is approved by the senior management of the person only if every member of the senior management —

(a) is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i) regulation 19A(1)(a) to (f); and

(ii) if the advertisement or a publication (as the case may be) is one that is mentioned in section 300(3C) of the Act and is disseminated or published at the time the offer of units is made, regulation 19A(2);

(b) records the member’s reasons for being so satisfied in writing; and

(c) gives written approval to the person for the dissemination or publication of the advertisement or publication (as the case may be), together with that member’s reasons mentioned in sub-paragraph (b).

(3)  For the purposes of paragraph (1)(b), the advertisement or publication is approved by an agent of the person only if the agent —

(a) is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i) regulation 19A(1)(a) to (f); and

(ii) if the advertisement or a publication (as the case may be) is one that is mentioned in section 300(3C) of the Act and is disseminated or published at the time the offer of units is made, regulation 19A(2);

(b) records the agent’s reasons for being so satisfied in writing; and

(c) gives written approval to the person for the dissemination or publication of the advertisement or publication (as the case may be), together with the agent’s reasons mentioned in sub-paragraph (b).

(4)  For the purposes of paragraph (1)(c), the advertisement or publication is approved by a committee of the person only if every member of the committee —

(a) is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i) regulation 19A(1)(a) to (f); and

(ii) if the advertisement or a publication (as the case may be) is one that is mentioned in section 300(3C) of the Act and is disseminated or published at the time the offer of units is made, regulation 19A(2);

(b) records the member’s reasons for being so satisfied in writing; and

(c) gives written approval to the person for the dissemination or publication of the advertisement or publication (as the case may be), together with that member’s reasons mentioned in sub-paragraph (b).

(5)  In this regulation —

“agent”, in relation to a person (A), means another person (B) who —

(a) may or may not be a member of the senior management of A; and

(b) is unanimously appointed (being an appointment that is recorded in writing) by all the members of the senior management of A to —

(i) determine whether an advertisement or a publication in respect of an offer or intended offer of units in a collective investment scheme complies with the requirements mentioned in —

(A) regulation 19A(1)(a) to (f); and

(B) if the advertisement or a publication (as the case may be) is one that is mentioned in section 300(3C) of the Act and is disseminated or published at the time the offer of units is made, regulation 19A(2); and

(ii) approve the dissemination or publication of the advertisement or publication (as the case may be) by A;

“committee”, in relation to a person, means a group of persons that —

(a) comprises at least 2 persons, each of whom may or may not be a member of the senior management of the person; and

(b) is unanimously appointed (being an appointment that is recorded in writing) by all members of the senior management of the person to —

(i) determine whether an advertisement or a publication in respect of an offer or intended offer of units in a collective investment scheme complies with the requirements mentioned in —

(A) regulation 19A(1)(a) to (f); and

(B) if the advertisement or a publication (as the case may be) is one that is mentioned in section 300(3C) of the Act and is disseminated or published at the time the offer of units is made, regulation 19A(2); and

(ii) approve the dissemination or publication of the advertisement or publication (as the case may be) by the person;

“member of the senior management”  —

(a) in relation to a person which is an entity, means a person for the time being holding the office of —

(i) chief executive officer or an equivalent person of the entity; or

(ii) executive director or an equivalent person of the entity,

and includes a person carrying out the duties of any such office if the office is vacant; and

(b) in relation to a person which is a manager of a trust or a trustee-manager of a business trust, means a person for the time being holding the office of —

(i) chief executive officer of the manager of the trust or the trustee-manager of the business trust (as the case may be), or an equivalent person of the manager of the trust or the trustee-manager of the business trust, as the case may be; or

(ii) executive director or an equivalent person of the manager of the trust or the trustee-manager of the business trust (as the case may be),

and includes a person carrying out the duties of any such office if the office is vacant.

[S 384/2018 wef 09/07/2018]

Exemption from regulation 19A(1)

19C.—(1)  An advertisement or a publication in respect of an offer or intended offer of units in a collective investment scheme need not comply with regulation 19A(1) if —

(a) the advertisement or publication (as the case may be) is prepared by any of the following persons (each called in this regulation the preparer) for the person who disseminates or publishes, or causes the dissemination or publication, of the advertisement or publication, as the case may be:

(i) a specified financial adviser mentioned in paragraph (b) of the definition of “specified financial adviser” in regulation 2(1) of the Financial Advisers Regulations (Rg 2);

[S 638/2024 wef 31/12/2021]

(ii) a holder of a capital markets services licence; and

(b) prior to the person disseminating or publishing, or causing the dissemination or publication of, the advertisement or publication, as the case may be —

(i) the preparer complies with the conditions in paragraph (2); and

(ii) the preparer notifies the person in writing that the conditions in paragraph (2) are satisfied.

(2)  For the purpose of paragraph (1)(b), the conditions are —

(a) where the preparer is a specified financial adviser mentioned in paragraph (1)(a)(i) —

(i) the advertisement or publication (as the case may be) is a product advertisement within the meaning of regulation 2(1) of the Financial Advisers Regulations; and

(ii) the preparer has complied with regulation 22(1) of those Regulations as if the preparer were the specified financial adviser who will disseminate or publish, or cause the dissemination or publication of, the advertisement or publication, as the case may be; or

[S 669/2018 wef 08/10/2018]

(b) where the preparer is a holder of a capital markets services licence —

(i) the advertisement or publication (as the case may be) is a product advertisement within the meaning of regulation 2 of the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10); and

(ii) the preparer has complied with regulation 46(1) of those Regulations as if the preparer were the holder who will disseminate or publish, or cause the dissemination or publication of, the advertisement or publication, as the case may be.

[S 384/2018 wef 09/07/2018]

Subdivision (1A) — Requirements for advertisements or publications for the purposes of section 300 (3C) of Act

Application of this Subdivision

20.  This Subdivision shall apply, for the purposes of section 300(3C) of the Act, to an advertisement or a publication in relation to a collective investment scheme which is published or disseminated after a prospectus or profile statement is registered with the Authority.

21.  [Deleted by S 170/2020 wef 16/03/2020]

22.  [Deleted by S 384/2018 wef 09/07/2018]

Contents of advertisement where units in collective investment scheme are already offered

23.  If an offer in respect of units in a collective investment scheme is made at the time an advertisement or publication in relation to the scheme is advertised or published, the advertisement or publication —

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

(c) shall, 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) shall, 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) shall not, where there is no guarantee or warranty given as to —

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

(ii) the rate of return on the scheme,

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

(g) shall, 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) shall, 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 approved exchange, and all or most investors may only deal in the units through the approved 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.

[S 669/2018 wef 08/10/2018]

Contents of advertisement where units in collective investment scheme are not yet offered

24.  Where no offer in respect of units in a collective investment scheme has been made at the time an advertisement or publication in relation to the scheme is advertised or published, but it is reasonably likely that such an offer 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 made 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 23(b) to (h).

Past performance of collective investment scheme

25.—(1)  If 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 Fifth Schedule or on a single pricing basis (taking into account any subscription fee and realisation fee), and include a statement that the return is calculated on that 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 that assumption;

(d) present the return on the scheme in relation to a period —

(i) which shall not be less than one year or, in the case of a scheme which has been constituted for less than 12 months, which shall commence from the inception of the scheme;

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

(iii) the first day and last day of which 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.

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

(f) indicate the period to which the return on the scheme relates.

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

(6)  In paragraph (5), “exceptional circumstances” include, but are not limited to —

(a) an investment in an initial public offer of securities, securities‑based derivatives contracts or units in a collective investment scheme which has a large impact on the return on the scheme but where such return is unlikely to be sustained; and

[S 669/2018 wef 08/10/2018]

(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)  Subject to paragraph (8), 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.

[S 669/2018 wef 08/10/2018]

(8)  Paragraph (7) does not apply to the inclusion of pro forma financial information in an advertisement or publication in relation to a collective investment scheme that —

(a) is —

(i) authorised under section 286 of the Act, or one for which an application for authorisation has been made and has not been refused by the Authority under that section; or

(ii) recognised under section 287 of the Act, or one for which an application for recognition has been made and has not been refused by the Authority under that section;

(b) is a trust;

(c) invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes; and

(d) has applied to an approved exchange for all or any of its units to be listed for quotation.

[S 669/2018 wef 08/10/2018]

Comparison of past performance of collective investment scheme with that of another collective investment scheme or an index

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 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 currency of the first-mentioned scheme is different from the currency of the second-mentioned scheme or index, conversion to the common currency must be based on prevailing exchange rates at the relevant time.

(4)  The requirements set out in regulation 25 shall apply to any collective investment scheme in respect of which any comparison of past performance is made under this regulation.

Comparison of past performance of collective investment scheme with that of another form of investment

27.—(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 25 shall apply to any collective investment scheme in respect of which any comparison of past performance is made under this regulation.

Performance of manager or submanager

28.—(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, if 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 any lack of success is disguised.

Future performance of collective investment scheme

29.—(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” or “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)  An advertisement or publication in relation to a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes may include a forecast or projection prior to or during an offer of units in the scheme for which a prospectus is required, provided that —

(a) if the forecasted or projected yields of the units in the scheme are stated in percentage terms —

(i) such yields are presented on an annualised basis; and

(ii) it is prominently stated in the advertisement or publication that such yields are calculated based on a stated reference price or stated reference prices and that such yields will vary accordingly for investors who purchase units in the secondary market at a price higher or lower than the stated reference price or prices; and

(b) the advertisement or publication clearly refers to the assumptions, as set out in the prospectus, underlying such forecast or projection.

[S 469/2012 wef 01/10/2012]

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

Subdivision (2) — Requirements for advertisements or publications for the purposes of section 300 (4) of Act

Requirements of advertisement or publication for purposes of section 300(4) of Act

30.—(1)  For the purposes of section 300(4)(a) of the Act, an advertisement or publication which is in respect of an offer of units in a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes, and which consists solely of a disclosure, notice or report required under the Act, or any listing rules or other requirements of an approved exchange or a recognised securities exchange, shall comply with the requirements under regulations 28 and 29.

[S 469/2012 wef 01/10/2012]

[S 669/2018 wef 08/10/2018]

(2)  For the purposes of section 300(4)(aa) of the Act, an advertisement or publication which is in respect of an offer of units in a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes, and which consists solely of a notice or report of a meeting or proposed meeting of the participants of the scheme, or a general meeting or proposed general meeting of the person making the offer, the responsible person or any entity, shall comply with the requirements under regulations 28 and 29.

[S 469/2012 wef 01/10/2012]

[S 669/2018 wef 08/10/2018]

Report about units in collective investment scheme published and delivered to institutional investors

31.  The report referred to in section 300(4)(e) of the Act is a report about the units in the collective investment scheme which are the subject of the offer or intended offer, published and delivered to any institutional investor not later than 14 days prior to the date of lodgment of the prospectus, provided that the person issuing the report —

(a) shall assign a specific number to each copy of the report;

(b) shall keep a record of each person to whom he has distributed a copy of the report and the number referred to in paragraph (a) of the copy distributed to that person;

(c) shall include on the front cover of each copy of the report —

(i) the number referred to in paragraph (a) which is assigned to that copy of the report;

(ii) a prominent statement that the report is distributed to institutional investors only;

(iii) a prominent statement that the information contained in the report should not be disclosed by the recipient of the report to any other person;

(iv) a prominent disclosure on the nature of any material interest in, or any material interest in the issue or sale of, the units in the collective investment scheme that are the subject of the report that he has as at the date of the report; and

(v) a prominent disclosure on any relationship between him and the person making the offer of the units in the collective investment scheme which is material in the context of the offer;

(d) shall not —

(i) distribute any copy of the report; or

(ii) disclose any information contained in the report (other than information that is publicly available prior to the date of the report),

to any person other than an institutional investor; and

(e) shall take all other reasonable steps as are necessary to prevent the leakage of information contained in the report (other than information that is publicly available prior to the date of the report) to any person who is not an institutional investor, including any person who, in the ordinary course of business, publishes a newspaper, periodical or magazine, or broadcasts by radio, television or other means of broadcasting or communication.

[S 469/2012 wef 01/10/2012]

PART IV

NOTIFICATION OF OFFERS OF UNITS IN RESTRICTED SCHEMES

[S 420/2009 wef 01/10/2009]

Extent to which Subdivisions (2) and (3) in Division 2 of Part 13 of Act apply to restricted schemes

32.  For the purposes of section 305(1) and (2) of the Act —

(a) sections 285 to 288, 294, 295 and 296 of the Act do not apply to a restricted scheme except as modified and set out in —

(i) in the case of a restricted scheme other than a restricted real estate investment trust — paragraphs 1 to 8 (other than paragraph 4A) of the Sixth Schedule; and

(ii) in the case of a restricted real estate investment trust — paragraphs 4A, 7 and 8 of the Sixth Schedule;

[S 402/2020 wef 29/05/2020]

(b) sections 289 to 292 of the Act do not apply to a restricted scheme constituted in Singapore, or a restricted real estate investment trust, except with the following modifications:

(i) in the case of a restricted scheme constituted in Singapore other than a restricted real estate investment trust — a reference to a collective investment scheme which is authorised under section 286 of the Act is to be read as a reference to a restricted scheme which is constituted in Singapore, and entered into the list of restricted schemes maintained by the Authority under paragraph 2(3) of the Sixth Schedule;

(ii) in the case of a restricted real estate investment trust — a reference to a collective investment scheme which is authorised under section 286 of the Act is to be read as a reference to a restricted real estate investment trust; and

[S 402/2020 wef 29/05/2020]

(c) section 293 of the Act shall apply to a restricted scheme.

[S 420/2009 wef 01/10/2009]

[S 191/2013 wef 01/07/2013]

[S 638/2024 wef 31/12/2021]

PART IVA

PRESCRIBED MANNER OF NOTICE UNDER SECTION 295A

[S 179/2010 wef 29/03/2010]

Prescribed manner of notice

32A.—(1)  For the purposes of section 295A(1) of the Act, a notice given by a transferee to a dissenting participant of the subject trust that the transferee desires to acquire his units shall be in Form 7, and shall —

(a) be delivered to the dissenting participant personally; or

(b) be left at or sent by prepaid post to the address of the dissenting participant shown in the register of participants in the subject trust referred to in regulation 7(1)(e).

(2)  For the purposes of section 295A(4)(a) of the Act, a notice given by a transferee to a participant of the subject trust who has not assented to the arrangement or contract shall be in Form 8, and shall —

(a) be delivered to the participant personally; or

(b) be left at or sent by prepaid post to the address of the participant shown in the register of participants in the subject trust referred to in regulation 7(1)(e).

[S 179/2010 wef 29/03/2010]

PART V

EXEMPTIONS

Determination of closely related offer for small offer and private placement

33.—(1)  For the purposes of sections 302B(6) and 302C(4) of the Act, an offer of units in a collective investment scheme (other than a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes) is a closely related offer in relation to —

(a) an offer of units in another collective investment scheme (other than a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes); or

[S 469/2012 wef 01/10/2012]

(b) an offer of asset-backed securities or structured notes,

if any person who makes or is a sponsor of the first-mentioned offer also —

(i) makes or is a sponsor of the second-mentioned offer; or

(ii) is a related corporation or related entity of the person who makes or is a sponsor of the second-mentioned offer.

[S 469/2012 wef 01/10/2012]

[S 669/2018 wef 08/10/2018]

(2)  For the purposes of sections 302B(6) and 302C(4) of the Act, an offer of units in a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes is a closely related offer in relation to —

(a) an offer of units in another collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes;

(b) an offer of shares or units of shares of a corporation;

(c) an offer of debentures or units of debentures (other than asset-backed securities and structured notes) of an entity; or

(d) an offer of units or derivatives of units in a business trust,

if —

(i) both offers form part of a single plan of financing;

(ii) both offers are made for the primary benefit of the same person or persons; or

(iii) both offers are made in connection with the same business or in relation to a common business venture.

[S 469/2012 wef 01/10/2012]

[S 669/2018 wef 08/10/2018]

(3)  In considering whether both offers meet the requirements of sub-paragraph (i), (ii) or (iii) of paragraph (2)(d), regard shall be had to —

(a) the intended usage of the net proceeds raised from each offer; and

(b) the person or persons with the right to determine how the net proceeds raised from each offer are to be used.

(4)  In paragraphs (1) and (2) —

“asset-backed securities” has the same meaning as defined in section 262 of the Act;

“related corporation” and “related entity” have the same meanings as in paragraph 1 of the Fourth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 (G.N. No. S 611/2005);

“sponsor”, in relation to an offer of asset-backed securities or structured notes, has the same meaning as in regulation 28(4) of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005;

“structured notes” has the same meaning as in regulation 2(1) of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.

Contents of offer information statement under section 305B of Act

34.—(1)  For the purposes of section 305B of the Act, an offer information statement in respect of a real estate investment trust shall be prepared in accordance with the requirements set out in the Seventh Schedule.

[S 669/2018 wef 08/10/2018]

(2)  The Authority may require any document, report or other material to be filed together with an offer information statement.

(3)  An offer information statement to be lodged with the Authority under section 305B of the Act shall be signed —

(a) where the person making the offer of units in a collective investment scheme is the responsible person for the scheme, by every director or equivalent person of the responsible person and every person who is named therein as a proposed director or an equivalent person of the responsible person; and

(b) where the person making the offer of units in a collective investment scheme is not the responsible person for the scheme —

(i) in the case where the responsible person is controlled by —

(A) the person making the offer;

(B) one or more of the related parties of the person making the offer; or

(C) the person making the offer and one or more of his related parties,

by the persons mentioned in paragraph (3A); or

(ii) in any other case —

(A) if the person making the offer is an entity, by every director or equivalent person of that entity; or

(B) if the person making the offer is an individual, by the individual or a person authorised by the individual in writing.

[S 669/2018 wef 08/10/2018]

(3A)  For the purposes of paragraph (3)(b)(i), the persons are —

(a) every director or equivalent person of the responsible person and every person who is named in the offer information statement to be lodged with the Authority as a proposed director or an equivalent person of the responsible person; and

(b) if —

(i) the person making the offer is an entity, by every director or equivalent person of that entity; or

(ii) the person making the offer is an individual, by the individual or a person authorised by the individual in writing.

[S 669/2018 wef 08/10/2018]

(4)  A requirement under paragraph (3), read with paragraph (3A), for the offer information statement to be signed by a director or an equivalent person is satisfied if the offer information statement is signed —

(a) by that director or equivalent person; or

(b) by a person who is authorised in writing by that director or equivalent person to sign on his behalf.

[S 669/2018 wef 08/10/2018]

(5)  A requirement under paragraph (3), read with paragraph (3A), for the offer information statement to be signed by a person named therein as a proposed director or an equivalent person is satisfied if the offer information statement is signed —

(a) by that proposed director or equivalent person; or

(b) by a person who is authorised in writing by that proposed director or equivalent person to sign on his behalf.

[S 669/2018 wef 08/10/2018]

Exemption from requirement for expert’s consent under section 249(1) of Act

35.—(1)  Section 249(1) of the Act read with section 302 of the Act shall not apply to a prospectus or profile statement which includes a relevant statement if —

(a) the prospectus or profile statement relates to an offer of units in a collective investment scheme; and

(b) the conditions referred to in paragraph (3) are satisfied.

(2)  Section 249(1) of the Act read with section 305B(4) of the Act and, notwithstanding regulation 34(1), paragraphs 36 and 37 of the Seventh Schedule shall not apply to an offer information statement under section 305B(1) of the Act which includes a relevant statement if —

(a) the offer information statement relates to an offer of units in a collective investment scheme; and

(b) the conditions referred to in paragraph (3) are satisfied.

(3)  The conditions referred to in paragraphs (1) and (2) are that —

(a) the relevant statement —

(i) is not made by the expert in connection with the offer concerned in the prospectus or profile statement or the offer information statement, as the case may be;

(ii) is not made by the expert for the sole benefit of the collective investment scheme concerned; and

(iii) does not relate specifically to the affairs of the collective investment scheme concerned;

(b) the expert is a person whom the persons signing the prospectus or profile statement or the offer information statement, as the case may be, reasonably believe to be an expert who —

(i) has no material interest in the success of the issue or sale of the units; and

(ii) is not acting at the instigation of, or by arrangement with, the collective investment scheme concerned, the manager for the scheme, the trustee for the scheme, a director or an equivalent person of the scheme, manager or trustee, a proposed director or an equivalent person of the scheme, manager or trustee, or a person who has a material interest in the success of the issue or sale of the units;

(c) the relevant statement is a correct and fair copy or a representation of, or an extract from, a statement made or information published by a source which the persons signing the prospectus or profile statement or the offer information statement, as the case may be, reasonably believe to be reliable; and

(d) wherever the relevant statement appears in the prospectus or profile statement or the offer information statement, there shall be included in the prospectus, profile statement or offer information statement, as the case may be —

(i) a statement that the expert has not consented to the inclusion of the relevant statement for the purposes of section 249 of the Act (read with section 302(1) or 305B(4) of the Act, as the case may be), and is therefore not liable for the relevant statement under sections 253 and 254 of the Act (read with section 302(1) or 305B(4) of the Act, as the case may be);

(ii) any disclaimer made by the expert in relation to reliance on the contents of the relevant statement which the persons signing the prospectus, profile statement or offer information statement, as the case may be, are reasonably aware;

(iii) a statement as to whether the persons signing the prospectus, profile statement or offer information statement, as the case may be, have verified the accuracy of the contents of the relevant statement;

(iv) a statement as to whether the persons signing the prospectus, profile statement or offer information statement, as the case may be, have included the relevant statement in its proper form and context in the prospectus, profile statement or offer information statement, as the case may be; and

(v) a proper citation identifying the source of, and the location within the source of, the relevant statement, including, where available, the following details of the source:

(A) each author or editor;

(B) the title;

(C) the publication date and every revision date; and

(D) where the source is published on an Internet website, the uniform resource locator (URL) and version date.

(4)  In this regulation, “relevant statement” means a statement purporting to be made by, or to be based on a statement made by, an expert.

[S 469/2012 wef 01/10/2012]

35A.  [Deleted by S 71/2025 wef 24/01/2025]

36.  [Deleted by S 71/2025 wef 24/01/2025]

36A.  [Deleted by S 71/2025 wef 24/01/2025]

Exemption for offer to existing participants

37.—(1)  Subdivision (3) of Division 2 of Part 13 of the Act shall not apply to any person who makes an offer of units in a collective investment scheme where —

(a) the offer is made to any existing participant of the scheme; and

(b) the units being offered are uniform in all respects with units previously issued to and currently owned by the existing participant.

[S 469/2012 wef 01/10/2012]

[S 638/2024 wef 31/12/2021]

(2)  Subdivision (3) of Division 2 of Part 13 of the Act does not apply to a responsible person of a real estate investment trust who makes an offer of units in the scheme to existing participants of the scheme.

[S 669/2018 wef 08/10/2018]

[S 638/2024 wef 31/12/2021]

PART VI

EXTRA-TERRITORIAL APPLICATION OF DIVISION 2 OF PART 13 OF ACT

[S 638/2024 wef 31/12/2021]

Non-applicability of section 339 (2) of Act under certain circumstances

38.—(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” includes an advertisement of such an offer.

PART VII

REVOCATION, TRANSITIONAL AND SAVINGS

Revocation

39.  The Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations (Rg 2) are revoked.

40.  [Deleted by S 170/2020 wef 16/03/2020]

41.  [Deleted by S 420/2009 wef 01/10/2009]

FIRST SCHEDULE

Regulations 4 and 6

Fees

No.

Provision of Act or Regulations

Matter

Amount

1.

Section 286 (1)

For every application to the Authority 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 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 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 in respect of a collective investment scheme where —

$1,000

(i) a prospectus in respect of an offer or invitation of units in such collective investment scheme has, in the 12 months preceding the lodgment, 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, in the 12 months preceding the lodgment, been previously registered by the Authority; or

(b) any other prospectus.

$2,000

To avoid doubt, the lodgment fee will be charged on a per prospectus basis, regardless of the number of schemes or sub-funds in each prospectus.

6.

Section 296 (2)

For lodgment of —

(a) any profile statement 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, in the 12 months preceding the lodgment, 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, in the 12 months preceding the lodgment, been previously registered by the Authority; or

(b) any other profile statement.

$600

For the avoidance of doubt, the lodgment fee will be charged on a per profile statement basis, regardless of the number of schemes or sub-funds in each profile statement.

7.

Section 296(6C)

For lodgment of any amendment to —

(a) a prospectus; or

$1,000

(b) a profile statement.

$600

To avoid doubt, the lodgment fee will be charged on a per prospectus or profile statement basis, regardless of the number of schemes or sub-funds in each prospectus or profile statement, as the case may be.

8.

Section 298 (1) and (2)

For lodgment of any supplementary or replacement prospectus.

$2,000

For the avoidance of doubt, the lodgment fee will be charged on a per supplementary or replacement prospectus basis, regardless of the number of schemes or sub-funds in each supplementary or replacement prospectus, as the case may be.

9.

Section 298(1) and (2)

For lodgment of any supplementary or replacement profile statement.

$600

For the avoidance of doubt, the lodgment fee will be charged on a per supplementary or replacement profile statement basis, regardless of the number of schemes or sub-funds in each supplementary or replacement profile statement, as the case may be.

10.

Paragraph 2(1) of the Sixth Schedule to these Regulations

For every notification of an offer of units in a restricted scheme submitted to the Authority.

$250

11.

Paragraph 6 of the Sixth Schedule to these Regulations

For every annual declaration in respect of a restricted Singapore scheme or restricted foreign scheme lodged with the Authority.

$50

11A.

Paragraph 6A(1)(d)(i) or (iii) of the Sixth Schedule

For every submission of information to the Authority in respect of a restricted scheme.

$250

11B.

Paragraph 6A(1)(d)(ii) of the Sixth Schedule

For every lodgment of annual declaration in respect of a restricted scheme the units of which have been offered under paragraph 6A of the Sixth Schedule.

$50

12.

—

For lodgment of any other document with the Authority, where the fee is not specified in this Schedule.

$10

13.

Section 302 (read with section 247 (1))

For every application to the Authority for an exemption from requirements as to form and content of a prospectus or profile statement.

$50

14.

Section 302 (read with section 249 (3))

For every application to the Authority for an exemption from section 249 of the Act.

$100

15.

Section 300 (9)

For every application to the Authority for an exemption from section 300 of the Act.

$100

16.

Section 305B (1) (a)

For lodgment of any offer information statement.

$420

17.

Section 305B (3)

For every application to the Authority for the modification of the form and content of the offer information statement.

$50

18.

Section 306 (1)

For every application to the Authority for an exemption from all or any of the provisions of Division 2 of Part 13 of the Act or any regulations made thereunder.

$100

19.

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

20.

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 19 and 20 are inclusive of the goods and services tax chargeable under the Goods and Services Tax Act 1993. No goods and services tax is chargeable for the other items.

[S 638/2024 wef 31/12/2021]

[S 420/2009 wef 01/10/2009]

[S 469/2012 wef 01/10/2012]

[S 888/2014 wef 02/01/2015]

[S 669/2018 wef 08/10/2018]

SECOND SCHEDULE

Regulations 8(4)(d), 10AA(3)(d) and 10AB(3)(d)

Requirements relating to the purchase of units from participants in a collective investment scheme by the responsible person for the scheme in the circumstances set out in regulation 8(4)( d ), 10AA(3)( d ) or 10AB(3)( d )

1.  Where any offer to purchase units in a collective investment scheme (referred to in this Schedule as the Scheme) is required to be made as a result of the occurrence of an event referred to in sub-paragraph (d)(i) or (ii) of regulation 8(4), sub-paragraph (d)(i) or (ii) of regulation 10AA(3) or sub-paragraph (d)(i) or (ii) of regulation 10AB(3), the responsible person for the Scheme shall, subject to paragraph 10 of this Schedule —

(a) make an announcement of the offer to all participants in the Scheme within 16 days after the occurrence of the event; and

(b) make the offer within 30 days after the occurrence of the event.

[S 170/2020 wef 16/03/2020]

2.  Where any offer to purchase units in the Scheme is made, at least 10% of the total value of the assets of the Scheme shall be made available to satisfy purchase requests received by the responsible person for the Scheme from the participants in the Scheme pursuant to the offer.

[S 170/2020 wef 16/03/2020]

3.  The responsible person for the Scheme shall give adequate notice to all participants in the Scheme of any offer to purchase units in the Scheme.

[S 170/2020 wef 16/03/2020]

4.  Any offer to purchase units in the Scheme shall state —

(a) the indicative price at which each unit will be purchased;

(b) the period during which the offer will remain open;

(c) the assets and borrowings of the Scheme which are to be made available to satisfy purchase requests received by the responsible person for the Scheme from the participants in the Scheme pursuant to the offer and, in the case of non-cash assets, the amount of cash that is expected to be available from the sale of such assets;

[S 170/2020 wef 13/03/2020]

(d) that —

(i) if the total amount of cash (including cash from the sale of non-cash assets and borrowings, if any) which is to be made available to satisfy purchase requests made by the participants in the Scheme pursuant to the offer (referred to in this Schedule as the total available amount of cash) is sufficient to satisfy all purchase requests received by the responsible person for the Scheme from the participants in the Scheme pursuant to the offer, all purchase requests will be satisfied in full; and

[S 170/2020 wef 16/03/2020]

(ii) if the total available amount of cash is insufficient to satisfy all purchase requests made by the participants in the Scheme pursuant to the offer, the purchase requests will be satisfied on a pro-rata basis in proportion to the number of units which is the subject of each purchase request;

(e) that the actual price at which units are to be purchased (as determined by reference to the latest available valuations of the assets of the Scheme, after deducting appropriate transaction costs) may differ from the indicative price referred to in sub-paragraph (a) due to changes in the value of the assets of the Scheme during the offer period;

(f) that a participant in the Scheme shall, when making a purchase request, state whether he wishes to proceed with the purchase if his purchase request cannot be satisfied in full;

(g) that purchase requests made by participants in the Scheme pursuant to the offer will be satisfied within 30 days after the closing date of the offer unless such period is extended in accordance with paragraph 7 of this Schedule; and

(h) that the offer may be withdrawn in accordance with paragraph 10(b) of this Schedule.

[S 669/2018 wef 08/10/2018]

5.  Where any offer to purchase units in the Scheme is made as a result of the occurrence of an event specified in —

(a) sub-paragraph (d)(i) of regulation 8(4), sub-paragraph (d)(i) of regulation 10AA(3) or sub-paragraph (d)(i) of regulation 10AB(3), the offer shall remain open for a period of not less than 21 days but not more than 35 days, except where trading in the units in the Scheme resumes as specified in paragraph 10 of this Schedule, in which case the responsible person shall comply with that paragraph; or

[S 170/2020 wef 16/03/2020]

(b) sub-paragraph (d)(ii) of regulation 8(4), sub-paragraph (d)(ii) of regulation 10AA(3) or sub-paragraph (d)(ii) of regulation 10AB(3), the offer shall remain open for a period of not less than 21 days but not more than 35 days.

[S 170/2020 wef 16/03/2020]

6.  No purchase request made by a participant in the Scheme pursuant to any offer to purchase units in the Scheme shall be satisfied until after the closing date of the offer.

7.  All purchase requests made by the participants in the Scheme pursuant to any offer to purchase units in the Scheme shall be satisfied within 30 days after the closing date of the offer, but such period may be extended —

(a) to 60 days after the closing date of the offer if the responsible person for the Scheme satisfies the following that the extension is in the best interest of the participants of the Scheme:

(i) where the Scheme is constituted as a unit trust — the trustee for the Scheme;

(ii) where the Scheme is constituted as a non-umbrella VCC or a sub-fund of an umbrella VCC — the directors of the VCC; or

[S 170/2020 wef 16/03/2020]

(b) beyond 60 days after the closing date of the offer if such period of extension is approved by all participants in the Scheme.

8.  Where the total available amount of cash is sufficient to satisfy all purchase requests made by the participants in the Scheme pursuant to the offer, all purchase requests shall be satisfied in full.

9.  Where the total available amount of cash is insufficient to satisfy all purchase requests made by the participants in the Scheme pursuant to the offer, the purchase requests shall be satisfied on a pro-rata basis, in proportion to the number of units in the Scheme which is the subject of each purchase request.

10.  Where trading in the units in the Scheme resumes on an approved exchange within 30 days after the occurrence of the event specified in sub-paragraph (d)(i) of regulation 8(4), sub-paragraph (d)(i) of regulation 10AA(3) or sub-paragraph (d)(i) of regulation 10AB(3) —

(a) the responsible person for the Scheme need not make an offer to purchase units in the Scheme; or

[S 170/2020 wef 16/03/2020]

(b) if the responsible person for the Scheme has, prior to the resumption of trading in the units in the Scheme, made such an offer, the offer may be withdrawn by the responsible person, subject to the responsible person satisfying all purchase requests made by the participants in the Scheme pursuant to the offer which were received by the responsible person before the withdrawal of the offer.

[S 669/2018 wef 08/10/2018]

[S 170/2020 wef 16/03/2020]

11.  Where any offer to purchase units in the Scheme has been made as a result of the occurrence of an event specified in sub-paragraph (d)(i) or (ii) of regulation 8(4), sub-paragraph (d)(i) or (ii) of regulation 10AA(3) or sub-paragraph (d)(i) or (ii) of regulation 10AB(3) (as the case may be), the responsible person for the Scheme must offer to purchase units in the Scheme at least once every year from the closing date of the last offer to purchase units and, in the case of the event specified in sub-paragraph (d)(i) of regulation 8(4), sub-paragraph (d)(i) of regulation 10AA(3) or sub-paragraph (d)(i) of regulation 10AB(3) (as the case may be), an offer must continue to be made with that frequency for as long as trading in the units in the Scheme does not resume on an approved exchange.

[S 170/2020 wef 16/03/2020]

THIRD SCHEDULE

Regulation 11

Requirements for Preparation of A Prospectus (under Section 296 (1) of the Act) for An Offer of Units in A Collective Investment Scheme

Part
I		Basic information
IA		Corporation
II		The Manager
III		The Representative
IV		The Trustee (or the custodian)
V		Other parties
VI		Structure of the Scheme
VII		Investment objectives, focus and approach
VIII		Collective investment scheme included under the CPF Investment Scheme
IX		Fees and charges
X		Risks
XI		Subscription of units
XII		Regular savings plan (RSP)
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		Conflict of interests
XX		Reports
XXI		Specialised collective investment scheme
XXII		Queries and complaints
XXIII		Other material information
		Appendices

[S 191/2013 wef 01/07/2013]

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.  State the place of constitution of the Scheme and (where applicable) state the registered address of the Scheme.

[S 170/2020 wef 16/03/2020]

4.  Where the Scheme is constituted as a unit trust, provide a list of the current trust deed and supplemental deeds (if any) and their corresponding dates, as well as information on where these may be inspected. Where the Scheme is not constituted as a unit trust, state the date on which the Scheme is constituted and where the constituent documents of the Scheme may be inspected.

[S 170/2020 wef 16/03/2020]

5.  In the case of an existing scheme, state where the latest semi-annual accounts or annual accounts, and semi-annual report or annual report, may be obtained.

5A.  In relation to a prospectus that is lodged with the Authority pursuant to section 296(1) of the Act on or after 1st July 2013, state the method of valuation adopted in respect of the investments of the Scheme.

[S 191/2013 wef 01/07/2013]

6.  State the following disclaimer:

“The collective investment scheme offered in this prospectus is {an authorised/a recognised⁷} scheme under the Securities and Futures Act 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, 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.”.

[S 638/2024 wef 31/12/2021]

7.  Where the Scheme is one that is granted recognition under section 287 of the Act —

(a) state that the Scheme is constituted outside Singapore;

(b) state the place of constitution of the Scheme; and

(c) in the case where the prospectus includes and incorporates an offer document in respect of the Scheme registered outside Singapore, provide a statement to that effect,

on the front cover of the prospectus.

8.  Provide a table of contents.

IA — CORPORATION

8A.  Where the Scheme is a corporation —

(a) state the name, position and responsibility of each director of the Scheme; and

(b) where the Scheme delegates any of its functions to a third-party, state the function that has been delegated and the name of the delegate.

[S 170/2020 wef 16/03/2020]

II — THE MANAGER

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

9A.  In relation to a prospectus that is lodged with the Authority pursuant to section 296(1) of the Act on or after 1st July 2013, with respect to each of the directors and key executives of the Manager, state the names, details of relevant past working experience, educational and professional qualifications, if any, and areas of expertise or responsibility in the Manager.

[S 191/2013 wef 01/07/2013]

9B.  In relation to a prospectus that is lodged with the Authority pursuant to section 296(1) of the Act on or after 1st July 2013, where the Manager delegates any of its functions to a third-party, state the function that has been delegated and the name of the delegate.

[S 191/2013 wef 01/07/2013]

10.  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 for the underlying fund¹ or submanager² 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).

10A.  In relation to a prospectus that is lodged with the Authority pursuant to section 296(1) of the Act on or after 1st July 2013, state the name of the financial supervisory authority which licenses or regulates the Manager in its principal place of business and, where applicable, the name of the financial supervisory authority of the manager of the underlying fund referred to in paragraph 10(b) and of each submanager referred to in paragraph 10(b).

[S 191/2013 wef 01/07/2013]

III — REPRESENTATIVE

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

IV — THE TRUSTEE OR THE CUSTODIAN

12.  State the names of the following:

(a) where the Scheme is constituted as a unit trust, the name of the trustee for the Scheme (called in this Schedule the Trustee), as well as (where the Trustee has delegated the safekeeping of the assets of the Scheme to a custodian) the name of the custodian;

(b) where the Scheme is constituted other than as a unit trust, the name of the custodian.

12A.  State whether the Trustee or the custodian is licensed or regulated by any financial supervisory authority in its principal place of business and, if so, the name of the financial supervisory authority.

12B.  State the custodial arrangement in respect of the assets of the Scheme.

[S 170/2020 wef 16/03/2020]

V — OTHER PARTIES

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

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

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

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

VI — STRUCTURE OF THE SCHEME

16.  State whether the Scheme is a single fund or umbrella fund.

17.  Where the Scheme —

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

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

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

VII — INVESTMENT OBJECTIVES, FOCUS AND APPROACH

18.  State the Scheme’s investment objectives (e.g. income or capital growth).

19.  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.

20.  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 invests substantially (i.e. 30% or more of the asset value of the Scheme) in another fund, disclose the investment approach of the manager for the underlying fund.

VIII — COLLECTIVE INVESTMENT SCHEME INCLUDED UNDER THE CPF INVESTMENT SCHEME

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

IX — FEES AND CHARGES

22.  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, including —

(i) the amount retained by the Manager (as a percentage amount of the Management fee); and

(ii) the trailer fee paid by the Manager to the financial adviser (as a percentage amount of Management fee);

[S 170/2020 wef 16/03/2020]

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

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

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.

(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.

X — RISKS

23.  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.”.

24.  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 any investment(s) that are not denominated in the same currency as the units in the Scheme, 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;

[S 170/2020 wef 16/03/2020]

(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; and

[S 170/2020 wef 16/03/2020]

(e) where the Scheme is a sub-fund of an umbrella VCC, state the risk that section 29 of the Variable Capital Companies Act 2018 (which provides that the assets of a sub-fund cannot be used to discharge the liabilities of any other sub-fund or the umbrella VCC itself and that any liability of a sub-fund must be discharged solely out of the assets of the sub-fund including in its winding up) may not be applied in any legal or other proceedings before a court or other tribunal of a foreign country.

[S 170/2020 wef 16/03/2020]

XI — SUBSCRIPTION OF UNITS

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

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

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

28.  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.”.

29.  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 or the minimum initial subscription amount:

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).

30.  State the period within which a participant of the Scheme will be sent a confirmation of his purchase.

31.  Where the launch of a new scheme or the continued operation of an existing scheme is conditional upon a minimum fund size, state that fact and the minimum fund size.

32.  In the case of a new scheme where the Manager has a right not to proceed with the launch of the Scheme and to return the contributions of the applicants to the Scheme, state this fact, the circumstances under which this may occur (e.g. where a minimum fund size is not reached) and whether the refund will include any interest accrued.

33.  Where there are 2 or more different classes of units available for subscription, describe the features of each class and the rights or obligations of participants in each class.

XII — REGULAR SAVINGS PLAN (RSP)

34.  Provide details of any RSP, including the minimum amount of periodic contributions, when monies are deducted from the investor’s account and when the units subscribed are allotted to the investor each month.

35.  State that investors may cease participation in the RSP, without suffering any penalty, by notice in writing of a specified period to the Manager. That period should be no longer than the period between the regular subscriptions.

XIII — REALISATION OF UNITS

36.  State how units in the Scheme can be redeemed or sold.

37.  State the minimum holding amount and minimum realisation amount (if applicable).

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

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

39.  Give a numerical example of how the amount paid to an investor under a single or dual pricing system is calculated, based on the sale of 1,000 units in the Scheme or the minimum realisation amount, and taking into account all fees or charges payable by the investor upon realisation.

40.  State the period within which realisation proceeds will be paid to investors.

XIV — SWITCHING OF UNITS

41.  State the procedure for switching of units (where applicable).

XV — OBTAINING PRICES OF UNITS

42.  State how investors may obtain the buying and selling prices of units in the Scheme and the dealing days to which the prices apply. Where prices are available from certain publications or media in Singapore, state the names of such publications or media.

XVI — SUSPENSION OF DEALINGS

43.  Describe any exceptional circumstances under which the issue or redemption of units may be suspended.

XVII — PERFORMANCE OF THE SCHEME Past performance of the Scheme (where applicable)

44.  Where the Scheme has been constituted —

(a) for at least one year, disclose the return on the Scheme over the last one year and where applicable, the return on the Scheme over the last 3, 5 and 10 years and since the inception of the Scheme; or

(b) for less than 12 months and —

(i) the Scheme invests substantially (i.e. 30% or more of the asset value of the Scheme) in an existing underlying fund with a track record of at least one year, disclose the performance of the underlying fund over the last one year and, where applicable, the return on the underlying fund over the last 3, 5 and 10 years and since the inception of the underlying fund, and state an appropriate warning regarding its limitations as a proxy for the performance of the Scheme; or

(ii) does not fall within sub-paragraph (i), state the fact that a track record of at least one year is not available.

45.  State the return on the Scheme calculated on an offer-to-bid or single pricing basis (taking into account any subscription fee and realisation fee) and include a statement that the return is calculated on this basis.

46.  For the purposes of the calculation referred to in paragraph 45, where the realisation fee for the Scheme depends on the duration that a participant owns units in the Scheme, the realisation fee taken into account for the calculation shall be that which applies for the duration for which the return is calculated.

47.  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.

48.  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.

49.  Indicate the period to which the return on the Scheme relates, of which —

(a) the last day of the period shall not be earlier than 3 months prior to the date of registration of the prospectus; and

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

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

(ii) the first dealing day or last dealing day of the Scheme in a month.

50.  Include an appropriate warning that any past performance of the Scheme is not necessarily indicative of the future performance of the Scheme.

51.  Subject to paragraph 51A, the prospectus must not contain any information on past performance based on simulated results of a hypothetical collective investment scheme.

[S 669/2018 wef 08/10/2018]

51A.  Paragraph 51 does not apply to the inclusion of pro forma financial information in relation to a collective investment scheme that —

(a) is —

(i) authorised under section 286 of the Act, or one for which an application for authorisation has been made and has not been refused by the Authority under that section; or

(ii) recognised under section 287 of the Act, or one for which an application for recognition has been made and has not been refused by the Authority under that section;

(b) is a trust;

(c) invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes; and

(d) has applied to an approved exchange for all or any of its units to be listed for quotation.

[S 669/2018 wef 08/10/2018]

Comparison of past performance of the Scheme with that of another collective investment scheme or an index

52.  Where the prospectus 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 Scheme; and

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

53.  Where the prospectus 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 prospectus.

54.  Any comparison of the past performance of the Scheme with that of another collective investment scheme or with an index must be made using a common currency and where the currency of the scheme is different from the currency of the other collective investment scheme or the index, conversion to the common currency must be based on prevailing exchange rates at the relevant time.

55.  Any comparison of the past performance of the Scheme with that of another collective investment scheme or with an index must be based on a period of not less than one year, except where the Scheme has been constituted for less than 12 months, in which case, any such comparison must be based on a period commencing from the inception of the Scheme.

56.  Paragraphs 45 to 51A shall apply to any Scheme in respect of which any comparison of the past performance is made with that of another collective investment scheme or with an index.

[S 669/2018 wef 08/10/2018]

Comparison of past performance of the Scheme with that of another form of investment

57.  Where the prospectus includes any 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 such basis shall be stated in the prospectus.

58.  Any comparison of the past performance of the Scheme and that of another form of investment must be based on a period of not less than one year, except where the Scheme has been constituted for less than 12 months, in which case, any such comparison must be based on a period commencing from the inception of the Scheme.

59.  Paragraphs 45 to 51A shall apply to any Scheme in respect of which any comparison of the past performance is made with that of another form of investment.

[S 669/2018 wef 08/10/2018]

Performance of the Manager or submanager

60.  Where the prospectus includes any information on the past or present performance, skills or techniques of the Manager or the submanager for the Scheme —

(a) state the source of such information, where the source is not the Manager;

(b) indicate the period to which the 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.

61.  The prospectus must not present information on the past or present performance, skills or techniques of the Manager or submanager for the 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 any lack of success is disguised.

Future performance of the Scheme

62.  Subject to paragraph 64, the prospectus 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” or “expected” or any similar words or description in relation to a rate of return.

63.  The prospectus 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.

64.  Where the Scheme is one that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes, the prospectus may include a forecast or projection in relation to the Scheme provided that —

(a) if the forecasted or projected yields of the units in the Scheme are stated in percentage terms —

(i) such yields are presented on an annualised basis; and

(ii) it is prominently stated in the prospectus that such yields are calculated based on the initial public offer price (stating such price) and that such yields will vary accordingly for investors who purchase units in the secondary market at a price higher or lower than the initial public offer price;

(b) the assumptions underlying such forecast or projection are reasonable, and are stated clearly and explicitly in the prospectus; and

(c) the forecast or projection is accompanied by the items referred to in paragraph 65.

[S 469/2012 wef 01/10/2012]

65.  The items referred to in paragraph 64(c) are —

(a) a statement by an auditor of the Scheme as to whether such forecast or projection is —

(i) properly prepared on the basis of the assumptions;

(ii) consistent with accounting policies adopted by the Manager in respect of the Scheme; and

(iii) presented in accordance with acceptable accounting standards adopted by the Manager in the preparation of the financial statements of the Scheme;

(b) where —

(i) the forecast or projection is in respect of a period ending on a date not later than the end of the current financial year of the Scheme —

(A) a statement by the issue manager to the offer or any other person whose profession or reputation gives authority to the statement made by him, that the forecast or projection has been stated by the Manager after due and careful enquiry and consideration; or

(B) a statement by an auditor of the Scheme, prepared on the basis of his examination of the evidence supporting the assumptions and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the forecast or projection; or

(ii) the forecast or projection is in respect of a period ending on a date after the end of the current financial year of the Scheme —

(A) a statement by the issue manager to the offer or any other person whose profession or reputation gives authority to the statement made by him, prepared on the basis of his examination of the evidence supporting the assumptions, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the forecast or projection; or

(B) a statement by an auditor of the Scheme, prepared on the basis of his examination of the evidence supporting the assumptions and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the forecast or projection;

(c) a sensitivity analysis; and

(d) a confirmation from the Manager that the forecast or projection has been properly prepared on the basis of appropriate and reasonable assumptions.

66.  Where the return on the Scheme is guaranteed or, where the use of a prediction, projection or forecast as to the future performance of the Scheme has been allowed by the Authority under paragraph 64, the return, prediction, projection or forecast shall be presented on an average annual compounded basis.

Performance of benchmark (where applicable)

67.  Disclose the benchmark against which the Scheme’s performance is or will be measured. If a customised benchmark or combination of multiple benchmarks is used, describe how the benchmark is derived.

68.  In the case of an existing scheme, disclose the performance of the benchmark over the last 1, 3, 5 and 10 years and since inception of the Scheme (where applicable).

69.  If there has been a change in benchmark at any point in the life of the Scheme, state the fact and explain the reason for the change.

70.  Where no benchmark is used, explain why no benchmark is used.

Expense ratio

71.  In the case of an existing scheme, state the expense ratio of the Scheme⁵, and state that the following expenses (where applicable) are excluded from the calculation:

⁵  The expense ratio should be calculated in accordance with the guidelines on the disclosure of expense ratios issued by the Investment Management Association of Singapore and based on figures in the Scheme’s latest audited accounts.

(a) brokerage and other transaction costs;

(b) foreign exchange gains and losses;

(c) front-end or back-end loads arising from the purchase or sale of other funds;

(d) tax deducted at source or arising from income received.

Turnover ratio

72.  In the case of an existing scheme, state the turnover of the portfolio⁶ of the Scheme.

⁶  The turnover ratio should be calculated in accordance with the Code on Collective Investment Schemes. Where the Scheme invests substantially into another fund, disclose the turnover ratio of the underlying fund and state clearly the period to which the ratio applies.

XVIII — SOFT DOLLAR COMMISSIONS/ARRANGEMENTS

73.—(a)  In the case of a new scheme, state whether the Manager, submanager, manager of an underlying fund into which the Scheme invests more than 10% of its asset value or any other person who executes trades for the underlying fund receives or intends to receive soft dollars as defined in the Code on Collective Investment Schemes in respect of the Scheme or the underlying fund.

(b)  In the case of an existing scheme in which a person mentioned in sub-paragraph (a) receives soft dollars in respect of the Scheme or the underlying fund, describe the soft dollars received in respect of the Scheme or underlying fund (where such information is available).

XIX — CONFLICT OF INTERESTS

74.—(a)  Describe any conflict of interests which exist or may arise in relation to the Scheme and its management. State whether these conflicts of interest will be resolved or mitigated and, if so, how they will be resolved or mitigated.

(b)  The factors to be taken into account when determining if there is any conflict of interests to be described under sub-paragraph (a) include —

(i) the nature and extent of the interests of —

(A) the Trustee, Manager, sub-manager, custodian or investment adviser for the Scheme; or

(B) any of the directors of the Scheme, the Trustee, Manager, sub-manager, custodian or investment adviser for the Scheme,

in respect of the Scheme or any property acquired or proposed to be acquired by the Scheme;

[S 170/2020 wef 16/03/2020]

(ii) any possibility of the Manager acquiring an interest in the Scheme;

(iii) any affiliation between the Manager or submanager, or any of the directors of the Manager or submanager, and entities which provide services to the Scheme; and

(iv) where the Manager or submanager manages other collective investment schemes with a similar investment focus, how orders for transactions of the same property are allocated between the schemes.

XX — REPORTS

75.  State the financial year-end of the Scheme and when participants of the Scheme can expect to receive the semi-annual accounts, annual accounts, semi-annual reports and annual reports.

XXI — SPECIALISED COLLECTIVE INVESTMENT SCHEME

76.  If the Scheme is a specialised collective investment scheme as referred to in the Code on Collective Investment Schemes, state the specific warnings or additional information required under such of Appendices 1 to 7 as may be applicable.

XXII — QUERIES AND COMPLAINTS

77.  Provide a telephone number at which investors may contact the following to seek any clarification about the Scheme:

(a) where the Scheme is constituted as a non-umbrella VCC or a sub-fund of an umbrella VCC — the non-umbrella VCC or umbrella VCC, as the case may be;

(b) where the Scheme is constituted in Singapore and is not a non-umbrella VCC or sub-fund of an umbrella VCC — the Manager for the Scheme;

(c) in any other case — the Singapore representative for the Scheme.

[S 170/2020 wef 16/03/2020]

XXIII — OTHER MATERIAL INFORMATION

78.  State all other material information which investors and their professional advisers would reasonably require and expect to find in the prospectus, for the purpose of making an informed decision about the merits and risks of the Scheme.

Appendix 1 — Property Funds

  The prospectus of a property fund shall disclose the following:

(a) whether the property fund will have proper diversification of its investments and if so, the particulars of the diversification;

(b) where the property fund proposes to invest in a single real estate asset or where there is a high concentration of its investments in real estate, this fact and the risks arising from the lack of diversification;

(c) the property fund’s policy on divestment of assets, including whether the proceeds are to be returned to investors or to be re-invested;

(d) the particulars of interested-party transactions as required by the Code on Collective Investment Schemes;

[S 469/2012 wef 01/10/2012]

(e) a statement in respect of the real estate assets proposed to be bought by the property fund, including the location (country or region) and type or types of real estate (e.g. whether residential, commercial or industrial);

(f) [Deleted by S 469/2012 wef 01/10/2012]

(g) where the property fund has identified specific real estate assets to be bought, the period within which each transaction will be completed;

(h) details of the property fund’s permissible investments;

(i) where the property fund proposes to invest in real estate subject to the Residential Property Act 1976, the prohibition on investments by foreign investors;

[S 638/2024 wef 31/12/2021]

(j) the expertise and experience of the Manager or its employees in managing property funds or in investing in or advising on real estate;

(k) the expertise and experience of the adviser (if any), including a statement detailing the functions of the adviser;

(l) details of all fees or commissions payable to the Manager, adviser or any interested party;

(m) the frequency of valuation of the property fund’s real estate assets;

(n) the risks of investing in the property fund, including —

(i) the general risks associated with investing in real estate;

(ii) the risks specific to investing in property funds;

(iii) the particular risks of its proposed investments;

(iv) in the case of an unlisted property fund, the risk that an investor is unable to sell his investment readily; and

(v) in the case of a listed property fund exempted from the requirement to redeem, a clear statement to the effect that participants will have no right to request that the Manager redeem their units, and a warning to potential investors that being listed for quotation on the official list of any approved exchange does not guarantee a liquid market for these units;

[S 669/2018 wef 08/10/2018]

(o) if applicable, the frequency of and procedure for redemption, the realisation fees payable (if any) and the period within which redemption proceeds will be paid to participants of the property fund; and

(p) in the case of a listed property fund —

(i) where the initial purchase price of each unit is not the net asset value per unit of the assets of or to be acquired by the property fund, the premium or discount to net asset value;

(ii) the total number of units to be issued during the initial offer period;

(iii) a statement to the effect that an application has been or will be made to, or permission has been granted by, an approved exchange for the units to be listed for quotation on that approved exchange, and the name of the approved exchange; and

[S 669/2018 wef 08/10/2018]

(iv) if known, the dates on which units in the property fund will be listed for quotation on an approved exchange and the date on which trading will commence.

[S 669/2018 wef 08/10/2018]

Appendix 2 — Money Market Funds

  The first page of a money market fund (MMF) prospectus shall clearly state that —

(a) the purchase of a unit in the MMF is not the same as placing funds on deposit with a bank or deposit-taking company;

(b) although the Manager may seek to maintain or preserve the principal value of the MMF, there can be no assurance that the fund will be able to meet this objective; and

(c) the MMF is not a guaranteed fund, in that there is no guarantee as to the amount of capital invested or return received.

  In addition, the prospectus of an MMF shall disclose the maximum percentage of an MMF’s deposited property that can be invested in derivatives for hedging, tactical asset allocation or efficient portfolio management.

Appendix 3 — Capital Guaranteed Funds

  The prospectus of a capital guaranteed fund shall disclose the following:

(a) the name and place of business of the guarantor, a brief description of its business, its financial position and its credit rating;

(b) a statement that the guarantee does not give any assurance as to the future solvency of the guarantor itself;

(c) the material terms of the guarantee, including the scope, validity and enforceability of the guarantee and, in particular, the circumstances under which the guarantee may be terminated, such as —

(i) if the guarantor goes into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation);

(ii) if any law is passed which renders the agreement for the guarantee illegal or which, in the opinion of the Trustee, renders it impracticable to continue with the guarantee; or

(iii) if the capital guaranteed fund is voluntarily terminated;

(d) the consequence or implication to participants with regard to the guarantee —

(i) if the Manager retires, is removed or is replaced; or

(ii) if there is a change in the guarantor by virtue of paragraph 2.2 (b) or 2.3 (b) in the Guidelines for Capital Guaranteed Funds contained in the Code on Collective Investment Schemes;

(e) if the guarantee is for only a limited duration, the expiry date of the guarantee, and whether or not that period commences from the date of the initial launch of the capital guaranteed fund or from the date of the participant’s investment in the capital guaranteed fund;

(f) where applicable, that the guarantee only applies to participants of the capital guaranteed fund who hold their investment until the date specified in the guarantee and that any redemption before such date would be based on the net asset value of the fund on that date;

(g) whether or not the guarantee is in respect of 100% of the monies paid by the participants or only in respect of the amount actually paid into the capital guaranteed fund (i.e. excluding any subscription fee or preliminary charge);

(h) a statement to the effect that there may be a dilution of performance due to the guarantee structure being in place; and

(i) any other matter relating to the guarantee that may be relevant to a potential investor in deciding whether or not to invest in the capital guaranteed fund.

Appendix 4 — Hedge Funds

  The cover page of a hedge fund prospectus shall clearly state the following:

(a) that unlike other types of collective investment schemes, the Code on Collective Investment Schemes does not prescribe investment guidelines for hedge funds;

(b) that an investment in the hedge fund carries risks of a different nature from other types of collective investment schemes which invest in listed securities, securities‑based derivatives contracts or units in a collective investment scheme and do not engage in short selling; and that the hedge fund may not be suitable for persons who are averse to such risks;

[S 669/2018 wef 08/10/2018]

(c) that in the case where the hedge fund is —

(i) not capital guaranteed or capital protected, investors may lose all or a large part of their investment in the hedge fund; or

(ii) capital guaranteed or capital protected, investors are subject to the credit risk of the guarantor or default risk of the issuer of the securities, securities‑based derivatives contracts or units in a collective investment scheme that is providing the protection;

[S 669/2018 wef 08/10/2018]

(d) that an investment in the hedge fund is not intended to be a complete investment programme for any investor and prospective investors should carefully consider whether an investment in the hedge fund is suitable for them in the light of their own circumstances, financial resources and entire investment programme; and

(e) the frequency of redemption and the period within which realisation proceeds will be paid to investors.

In addition, the prospectus of a hedge fund shall disclose the following:

(a) the material differences between the hedge fund and other types of collective investment schemes;

(b) details of the hedge fund’s risk management and monitoring procedures and internal controls, and a statement from the manager that, in its view, the procedures and controls are sufficient for the management of the hedge fund in accordance with its objectives stated in the prospectus;

(c) a statement that the liability of investors is limited to their investment in the hedge fund;

(d) in the case of a single hedge fund, the extent to which it may be leveraged;

(e) in the case of a hedge fund-of-funds —

(i) the strategies to be used to achieve diversification;

(ii) the criteria to be used to select underlying funds; and

(iii) the extent to which the underlying funds may be leveraged; and

(f) in the case of a capital protected hedge fund or a capital guaranteed hedge fund, that the protection or guarantee is effective only at maturity of the hedge fund and if investors were to redeem their investment prematurely, there would be a risk of capital loss.

Appendix 5 — Futures and Options Funds

  The first page of a futures and options fund prospectus shall clearly state that —

(a) an investment in the futures and options fund carries risks of a different nature from other types of collective investment schemes which do not engage in short selling;

(b) the futures and options fund may not be suitable for persons who are averse to such risks;

(c) in the case where the futures and options fund is —

(i) not capital guaranteed, investors may lose all or a large part of their investment in the futures and options fund; or

(ii) capital guaranteed, investors are subject to the credit risk of the guarantor; and

(d) an investment in the futures and options fund is not intended to be a complete investment programme for any investor and prospective investors should carefully consider whether an investment in the futures and options fund is suitable for them in the light of their own circumstances, financial resources and entire investment programme.

  In addition, the prospectus of a futures and options fund shall disclose the following:

(a) the type of financial futures contracts or financial options or gold, as may be applicable, that the futures and options fund will invest in;

(b) the strategies to be used to achieve proper diversification; and

(c) in the case of a dedicated futures and options fund as referred to in the Code on Collective Investment Schemes, that it will only invest in futures contracts or options concerning a single underlying financial instrument or commodity, or a specific class of underlying financial instruments or commodities, and the risks arising from the lack of diversification.

Appendix 6 — Currency Funds

  The prospectus of a currency fund shall disclose the following:

(a) where the currency fund intends to use currency derivatives such as forwards, swaps or options as part of its investment strategy —

(i) a prominent statement to that effect; and

(ii) the impact of the use of currency derivatives on the risk profile and volatility of the return of the currency fund;

(b) the currency fund’s quantitative risk management limits;

(c) the Manager’s risk management process;

(d) the amount of the contract’s underlying currencies, highly liquid currencies, eligible money market instruments or debt securities that the Manager intends to set aside to meet potential losses that could arise as a result of the currency fund’s forward and swap contracts, and the type of currencies in which such instruments are denominated; and

(e) the method used for determining the currency fund’s exposure arising from a forward, swap, option or futures contract.

Appendix 7 — Recognised UCITS Schemes and Authorised Schemes which invest substantially in underlying UCITS Schemes

  The prospectus of a recognised UCITS scheme or an authorised scheme which invests substantially (i.e. 30% or more of the asset value of the scheme) in an underlying UCITS scheme(s) shall disclose the following:

(a) appropriate risk disclosures relating to the investment policies and portfolio management techniques of the recognised UCITS scheme or each underlying UCITS scheme;

[S 170/2020 wef 16/03/2020]

(b) where the recognised UCITS scheme or underlying UCITS scheme intends to use or invest in financial derivative instruments (hereinafter referred to as FDIs) —

(i) the types of FDIs that will be used and whether they are used for hedging, efficient portfolio management or investment purposes;

(ii) details of the risks associated with the use of FDIs;

(iii) the extent to which the recognised UCITS scheme or each underlying UCITS scheme may be leveraged through the use of FDIs;

[S 170/2020 wef 16/03/2020]

(iv) any relevant quantitative limits on the use of FDIs; and

(v) the possible outcome of the use of FDIs on the risk profile of the recognised UCITS scheme or each underlying UCITS scheme;

[S 170/2020 wef 16/03/2020]

(c) where the recognised UCITS scheme or underlying UCITS scheme intends to use or invest in FDIs other than for the purposes of hedging and/or efficient portfolio management, a prominent statement drawing attention to this intention at the beginning of the prospectus;

[S 170/2020 wef 16/03/2020]

(d) where the net asset value of the recognised UCITS scheme or underlying UCITS scheme is likely to have a high volatility due to its investment policies or portfolio management techniques, a prominent statement drawing attention to this possibility; and

[S 170/2020 wef 16/03/2020]

(e) how investors may obtain supplementary information relating to the risk management methods employed by the recognised UCITS scheme or underlying UCITS scheme, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments.

[S 170/2020 wef 16/03/2020]

FOURTH SCHEDULE

Regulation 12

Information That May be Omitted from A Preliminary Document

1.  The date of registration of the prospectus, if and only if the front cover of the preliminary document includes the date of lodgment of the preliminary document.

2.  The disclaimer required under paragraph 6 of Section I of the Third Schedule to these Regulations, if and only if the front cover of the preliminary document includes the following disclaimer:

“The collective investment scheme offered in this prospectus is {an authorised scheme/a recognised scheme/a scheme pending authorisation/a scheme pending recognition⁸} under the Securities and Futures Act 2001. A copy of this preliminary document has been lodged with the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the preliminary document. Lodgment of the preliminary document with the Authority does not imply that the Securities and Futures Act 2001, or any other legal or regulatory requirements have been complied with.”.

[S 638/2024 wef 31/12/2021]

3.  The initial purchase price of units in the collective investment scheme.

4.  The initial offer period.

5.  In the case of a listed property fund —

(a) the total number of units to be issued during the initial offer period.

(b) the dates on which units in the property fund will be listed for quotation or quoted on a an approved exchange or overseas exchange and on which trading will commence.

[S 669/2018 wef 08/10/2018]

6.  Any information which is dependent on the final determination of item 1, 3, 4 or 5.

7.  Any other information as may be approved by the Authority in any particular case.

FIFTH SCHEDULE

Regulation 25(1)(b) and (e)

Illustration

Assume the following prices for a unit in a scheme with —

(a) a subscription fee of 2%; and

(b) a realisation fee which starts at 3% in the first year and decreases by 1% every year that an investor holds his units:

				Bid		Offer
T		(date of advertisement)		$1.50		$1.53
T0		(a date no more than 3 months prior to T)		$1.52		$1.55
T3		(3 years prior to T0)		$1.18		$1.20
T5		(5 years prior to T0)		$0.98		$1.00

An advertisement of the scheme published on T could show one of the following:

(1)  TOTAL RETURN over the period from T₃ to T₀

(2)  TOTAL RETURN over the period from T₅ to T₀

 

Made this 19th day of September 2005.

HENG SWEE KEAT

Managing Director,
Monetary Authority of Singapore.

[SFD-CFD 018/2005; AG/LEG/SL/289/2005/10 Vol. 2]