Clause 167

by renumbering section 2 as subsection (1) of that section, and by inserting immediately thereafter the following subsections:“(2) A reference in this Act to a written law specified in the Second Schedule includes a part of a written law specified in that Schedule.(3) To avoid doubt, a reference to “company” in the definition of “securities” in subsection (1), and in section 7(2)(b), includes a VCC as defined in the Variable Capital Companies Act 2018.”;

by deleting the word “and” at the end of section 33(3)(d);

by deleting the full-stop at the end of paragraph (e) of section 33(3) and substituting the word “; and”, and by inserting immediately thereafter the following paragraph:“(f)the Registrar of VCCs and any Deputy or Assistant Registrar of VCCs appointed under the Variable Capital Companies Act 2018.”; and

by inserting, immediately after item 6 of the Second Schedule, the following item:“7.All Parts of the Variable Capital Companies Act 2018, other than Part 7.”.

by inserting, immediately after the definition of “unlimited company” in section 4(1), the following definitions:“ “VCC” means a VCC or variable capital company as defined in section 2(1) of the VCC Act;“VCC Act” means the Variable Capital Companies Act 2018;”;

by deleting the words “or section 17(4) of the Limited Partnerships Act (Cap. 163B)” in section 27(1)(c) and substituting the words “, section 17(4) of the Limited Partnerships Act (Cap. 163B), subsection (12B) as applied by section 21(8) of the VCC Act, or subsection (12B) as applied by section 133(2) of the VCC Act”;

by deleting the word “or” at the end of section 27(1A)(d);

by deleting the full-stop at the end of paragraph (e) of section 27(1A) and substituting the word “; or”, and by inserting immediately thereafter the following paragraph:“(f)it is identical to the name of a VCC that was dissolved —

unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or

unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130 of the VCC Act, a period of at least 6 years has passed after the date of dissolution.”;

by inserting, immediately after section 155C, the following section:“Disqualification under VCC Act155D.—

Subject to any leave which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification, disqualification order or debarment order under section 56, 57, 58, 59 or 60 of the VCC Act must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part XI applies during the period of the disqualification, disqualification order or debarment order.(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.(3) A person who is subject to a disqualification, disqualification order or debarment order mentioned in sections 56, 58, 59 and 60 of the VCC Act may apply to the Court for leave to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part XI applies during the period of the disqualification, disqualification order or debarment order, upon giving the Minister not less than 14 days’ notice of his intention to apply for such leave.(4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.”;

by deleting the words “or a limited liability partnership” in section 163(1)(a) to (d) and substituting in each case the words “, a limited liability partnership or a VCC”;

by deleting the words “or the limited liability partnership” in section 163(1) and substituting the words “, the limited liability partnership or the VCC”;

by inserting, immediately after the words “another company” wherever they appear in section 163(3D)(a), the words “or VCC”;

by inserting, immediately after the words “other company” wherever they appear in section 163(3D)(a), the words “or VCC”;

by deleting paragraph (b) of section 163(3D) and substituting the following paragraph:“(b)the expression “interest in shares”, in relation to a company, has the meaning assigned to it in section 7 and, in relation to a VCC, has the meaning assigned to it in section 7 as applied by section 2(6) of the VCC Act and read with section 2(7) of that Act;”;

by deleting the words “under section 7” in section 163(3D)(c) and substituting the words “or a VCC”;

by inserting, immediately after the words “Singapore or otherwise)” in section 163(4)(a), the words “or VCC”;

by deleting the words “or section 17(4) of the Limited Partnerships Act (Cap. 163B)” in section 378(1)(c) and substituting the words “, section 17(4) of the Limited Partnerships Act (Cap. 163B), or section 27(12B) as applied by section 21(8) of the VCC Act”;

by deleting the word “or” at the end of section 378(2)(d);

by deleting the full-stop at the end of paragraph (e) of section 378(2) and substituting the word “; or”, and by inserting immediately thereafter the following paragraph:“(f)it is identical to the name of a VCC that was dissolved —

unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or

unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130 of the VCC Act, a period of at least 6 years has passed after the date of dissolution.”;

by deleting the word “or” at the end of section 386AC(c)(vi); and

by deleting the full-stop at the end of sub-paragraph (vii) of section 386AC(c) and substituting the word “; or”, and by inserting immediately thereafter the following sub‑paragraph:“(viii)a VCC.”.

by inserting, immediately after the words “that Act” in the definition of “financial institution” in section 2(1), the words “, and includes a VCC”;

by deleting the full-stop at the end of the definition of “value of property” in section 2(1) and substituting a semi‑colon, and by inserting immediately thereafter the following definition:“ “VCC” means a VCC or variable capital company as defined in section 2(1) of the Variable Capital Companies Act 2018.”;

by inserting, immediately after subsection (5) of section 31, the following subsection:“(5A) In subsection (5), each reference to a customer of a financial institution is, if the financial institution is a VCC, a reference to its member.”; and

by inserting, immediately after the word “identification” in paragraph (g) of the definition of “financial transaction document” in section 36(1), the words “, or if the institution is a VCC, records of identification of its members”.

by deleting the full-stop at the end of the definition of “thing” in section 2(1) and substituting a semi-colon, and by inserting immediately thereafter the following definition:“ “VCC” means a VCC or variable capital company as defined in section 2(1) of the Variable Capital Companies Act 2018.”;

by inserting, immediately after the words “financial institution” in section 22(2), the words “or VCC”; and

by inserting, immediately after the words “financial institution” in section 33(3) and (4), the words “or VCC”.

by inserting, immediately after the word “entity” in paragraph (aa)(i)(A) of the definition of “closed‑end fund” in section 2(1) as amended by section 3(i) of the Securities and Futures (Amendment) Act 2017 (Act 4 of 2017), the words “, a sub-fund”;

by inserting, immediately after the word “entity” in paragraph (aa)(ii)(B) of the definition of “closed‑end fund” in section 2(1) as amended by section 3(i) of the Securities and Futures (Amendment) Act 2017, the words “, sub‑fund”;

by inserting, immediately after the word “entity” in paragraph (x) of the definition of “collective investment scheme” in section 2(1), the words “, a sub‑fund”;

by inserting, immediately after the definition of “corporation” in section 2(1), the following definition:“ “custodian”, in relation to a collective investment scheme constituted as a VCC or sub‑fund, means an entity to which the assets of the scheme are entrusted for safekeeping;”;

by deleting the definition of “responsible person” in section 2(1) and substituting the following definition:“ “responsible person”, in relation to a collective investment scheme, means —

in the case of a scheme that is constituted as a VCC or a sub-fund — the VCC;

in the case of a scheme that is constituted as a corporation other than a VCC — the corporation; or

in the case of any other scheme — the manager for the scheme;”;

by inserting, immediately before the definition of “subsidiary” in section 2(1), the following definition:“ “sub-fund” has the meaning given by section 2(1) of the Variable Capital Companies Act 2018;”;

by inserting, immediately after the definition of “user information” in section 2(1), the following definition:“ “VCC” means a VCC or variable capital company as defined in section 2(1) of the Variable Capital Companies Act 2018;”;

by inserting, immediately after the words “subsection (2)” in section 286(1)(a), the words “or (2A), as the case may be”;

by inserting, immediately after subsection (2) of section 286, the following subsection:“(2A) The Authority may authorise under subsection (1) a collective investment scheme constituted as a VCC or a sub-fund, if and only if the Authority is satisfied that —

there is a manager for the scheme that satisfies the requirements in subsection (3);

there is a custodian for the scheme that is a trustee approved under section 289;

the constitution of the VCC and contractual arrangements in respect of the scheme comply with prescribed requirements and the Variable Capital Companies Act 2018;

there are at least 3 directors of the VCC, at least one of whom is independent in accordance with the criteria set out in the Code on Collective Investment Schemes; and

the VCC, the scheme, the manager for the scheme and the custodian for the scheme comply with this Act and the Code on Collective Investment Schemes.”;

by inserting, immediately after the words “unit trust” in section 286(4), the words “, a VCC or a sub-fund”;

by inserting, immediately after the words “subsection (2)” in section 286(5), the words “or (2A)”;

by deleting subsection (10) of section 286 and substituting the following subsection:“(10) The responsible person for a collective investment scheme authorised under subsection (1) and either —

the approved trustee for the scheme if it is one constituted as a unit trust; or

the custodian for the scheme if it is one constituted as a VCC or sub-fund,to the extent applicable, must ensure that —

every condition or requirement set out in subsection (2) or (2A) (as the case may be), and subsections (3) and (4); and

every condition or restriction imposed by the Authority under subsection (1)(c) or (1A),as applicable to that scheme, continue to be satisfied.”;

by inserting, immediately after subsection (14) of section 286, the following subsection:“(14A) Where the manager for a collective investment scheme that is constituted as a VCC or a sub-fund, and authorised under subsection (1), fails to comply with this Act or the Code on Collective Investment Schemes, the Authority may direct the VCC to remove that person and appoint a new manager for the scheme.”;

by deleting sub-paragraph (i) of section 288(1)(c) and substituting the following sub-paragraphs:“(i)a scheme authorised under section 286 that is constituted as a unit trust, the responsible person for the scheme or the trustee for the scheme (where applicable) fails to comply with section 286(10) or (13);

by deleting paragraphs (a) and (b) of section 293(1) and substituting the following paragraphs:“(a)where a collective investment scheme is constituted as a corporation, VCC or sub-fund of a VCC, the corporation or VCC, as the case may be;

the manager, trustee, custodian or representative for a collective investment scheme; or”;

by deleting paragraph (a) of section 294(1) and substituting the following paragraphs:“(a)is authorised under section 286 and constituted as a unit trust, any document relating to the scheme is sufficiently served if served on the responsible person for the scheme at his last known address;

by deleting subsection (2) of section 294 and substituting the following subsection:“(2) Any notice or direction to be given or served by the Authority on —

in a case where a collective investment scheme is constituted as a corporation — the corporation;

in a case where a collective investment scheme is constituted as a VCC or a sub-fund — the VCC;

the manager for a collective investment scheme;

the trustee or custodian for a collective investment scheme; or

the representative for a collective investment scheme,is for all purposes regarded as duly given or served if it has been delivered or sent by post or by fax to such person at the person’s last known address.”;

by inserting, immediately after the word “company” in section 294(3)(a), the words “or VCC”;

by inserting, immediately after the words “collective investment scheme” in section 295(1), the words “(other than one constituted as a VCC or sub-fund)”;

by inserting, immediately after subsection (1) of section 295, the following subsection:“(1A) Where a collective investment scheme constituted as a VCC or sub-fund is being wound up under the Variable Capital Companies Act 2018, the VCC must give written notice to the Authority of the winding up within 3 days after the commencement of the winding up.”;

by inserting, immediately after the words “section 286” in section 295(3)(a), the words “which is constituted as a unit trust”;

by inserting, immediately after subsection (6) of section 295, the following subsection:“(6A) Any VCC that without reasonable excuse contravenes subsection (1A) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.”; and

by inserting, immediately after the words “Companies Act (Cap. 50)” in section 308, the words “, Division 2 of Part 13 of the Variable Capital Companies Act 2018,”.

may be made at any time within the period of 2 years after the commencement of this subsection; and

must be presented to Parliament as soon as possible after publication in the Gazette.