Securities and Futures Act 2001 · 2020 Revised Edition · Part 12 · Market Conduct
214. Interpretation of this Division
Feedback & supportLast amended by an amending law of 2017. 2 amendments in all.
In this Division —
“Collective Investment Scheme unit” or “CIS unit” means —
collective investment scheme
“collective investment scheme” means —(a)an arrangement in respect of any property —(i)under which the participants do not have day‑to‑day control over the management of the property, whether or not the participants have the right to be consulted or to give directions in respect of such management;(ii)under which either or both of the following characteristics are present:(A)the property is managed as a whole by or on behalf of a manager;(B)the contributions of the participants, and the profits or income out of which payments are to be made to the participants, are pooled; and(iii)under which either or both of the following characteristics are present:(A)the effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —(AA)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or(AB)to receive sums paid out of such profits, income, or other payments or returns;(B)the purpose, purported purpose or purported effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —(BA)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or(BB)to receive sums paid out of such profits, income, or other payments or returns,whether or not —(BC)the arrangement provides for the participants to receive any benefit other than those set out in sub‑paragraph (BA) or (BB) in the event that the purpose, purported purpose or purported effect is not realised; or(BD)the purpose, purported purpose or purported effect is realised; or(b)an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as a collective investment scheme by notice in the Gazette,but does not include —(c)an arrangement operated by a person otherwise than by way of business;(d)an arrangement under which each of the participants carries on a business other than investment business and enters into the arrangement solely incidental to that other business;(e)an arrangement under which each of the participants is a related corporation of the manager;(f)an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is —(i)a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of that entity or, where that entity is a corporation, a related corporation of that entity; or(ii)a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;(g)an arrangement made by or on behalf of 2 or more entities solely for the benefit of persons, each of whom is —(i)a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of any of those entities or, where any of those entities is a corporation, a related corporation of the entity which is a corporation; or(ii)a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;(h)a franchise;(i)an arrangement under which money received by an advocate and solicitor from his or her client, whether as a stakeholder or otherwise, acting in his or her professional capacity in the ordinary course of his or her practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions;(j)an arrangement made by any co‑operative society registered under the Co‑operative Societies Act 1979 in accordance with the objects thereof solely for the benefit of its members;(k)an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act 1971;(l)an arrangement arising out of a life policy within the meaning of the Insurance Act 1966;(m)a closed‑end fund constituted either as an entity, a sub‑fund or a trust;(n)an arrangement under which the whole amount of each participant’s contribution is a deposit as defined in section 4B of the Banking Act 1970;(o)an arrangement of which —(i)the predominant purpose is to enable the participants to share in the use or enjoyment of the property or to make its use or enjoyment available gratuitously to others; and(ii)the property does not consist of any of the following:(A)any currency of any country or territory;(B)any capital markets products;(C)any policy as defined in the First Schedule to the Insurance Act 1966;(D)any deposit as defined in section 4B of the Banking Act 1970;(E)any credit facilities as defined in section 2(1) of the Banking Act 1970;(p)an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as not constituting a collective investment scheme by notice in the Gazette;
a right or interest (however described) in a collective investment scheme (whether or not constituted as an entity), and includes an option to acquire any such right or interest in the collective investment scheme; or
entity
“entity” includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust;
a contract or arrangement under which —
a party to the contract or arrangement is required to, or may be required to, discharge its obligations under the contract or arrangement at some future time; and
the value of the contract or arrangement, is determined (whether directly or indirectly, or whether wholly or in part) by reference to, derived from, or varies by reference to any of the following:
the value or amount of units of a collective investment scheme;
fluctuations in the values or amount of units of a collective investment scheme;
“debenture” has the meaning given by section 2 and, in relation to a business trust, means a debenture issued by the trustee of the business trust in its capacity as trustee of the business trust;
debenture
“debenture” includes —(a)any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a corporation or any other entity, whether constituting a charge or not, on the assets of the issuer;(b)any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a trustee‑manager of a business trust in its capacity as trustee‑manager of the business trust, or a trustee of a real estate investment trust in its capacity as trustee of the real estate investment trust, whether constituting a charge or not, on the assets of the business trust or real estate investment trust; or(c)such other product or class of products as the Authority may prescribe,but does not include —(d)a cheque, letter of credit, order for the payment of money or bill of exchange; or(e)for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made under that provision provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
“financial performance”, in relation to a business trust, means the performance of the business relating to the trust property of the business trust which is managed and operated by the trustee of the business trust;
business trust
“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;
“information” includes —
matters of supposition and other matters that are insufficiently definite to warrant being made known to the public;
matters relating to the intentions, or the likely intentions, of a person;
matters relating to negotiations or proposals with respect to —
commercial dealings; or
dealing in capital markets products that are securities, securities‑based derivatives contracts or CIS units;
dealing in capital markets products
“dealing in capital markets products” has the meaning given in the Second Schedule;
[Deleted by Act 4 of 2017]
information relating to the financial performance of a corporation or business trust, or otherwise;
corporation
“corporation” has the meaning given by section 4(1) of the Companies Act 1967;
information that —
a person proposes to enter into, or had previously entered into, one or more transactions or agreements in relation to any securities, securities‑based derivatives contract or CIS unit; or
securities
“securities” means —(a)shares, units in a business trust or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership;(b)debentures; or(c)any other product or class of products as may be prescribed,but does not include —(d)any unit of a collective investment scheme;(e)any bill of exchange;(f)any certificate of deposit issued by a bank or finance company, whether situated in Singapore or elsewhere; or(g)such other product or class of products as may be prescribed;
a person has prepared or proposes to issue a statement relating to any securities, securities‑based derivatives contract or CIS unit; and
securities‑based derivatives contract
“securities‑based derivatives contract” means any derivatives contract of which the underlying thing or any of the underlying things is a security or a securities index, but does not include any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by regulations made under section 341;
matters relating to the future;
“persons who commonly invest”, in relation to investment in any kind of securities, securities‑based derivatives contracts or CIS units, means a section of the public that is accustomed, or would be likely, to deal in securities, securities‑based derivatives contracts or CIS units, or in a class of securities, securities‑based derivatives contracts or CIS units, of that kind;
“purchase”, in relation to securities‑based derivatives contracts or CIS units, includes a contract or arrangement under which a party acquires an option or right from another party, acquiring the option or right under the contract, or taking an assignment of the option or right, whether or not on another’s behalf;
“sell”, in relation to securities‑based derivatives contracts or CIS units, includes a contract or arrangement under which a party acquires an option or right from another party —
grant or assign the option or right; or
take, or cause to be taken, such action as releases the option or right,whether or not on another’s behalf;
“trust property” has the meaning given by section 2 of the Business Trusts Act 2004.
property
“property” includes property, right and power of every description;
In this Division —
a reference to a securities‑based derivatives contract of a corporation in sections 213(a)(i) and (b)(i) and 218 is a reference to a securities‑based derivatives contract of which the underlying thing, or any of the underlying things, is a security of that corporation; and
a reference to a securities‑based derivatives contract of a business trust in sections 213(a)(ii) and (b)(ii) and 218 is a reference to a securities‑based derivatives contract of which the underlying thing, or any of the underlying things, is a security of that business trust.