Clause 3

by inserting, immediately before the definition of “advising on corporate finance”, the following definitions:“ “administering a designated benchmark” means —

controlling the development of the definition of a designated benchmark for the purpose of determining a designated benchmark;

controlling the development of the methodology of determining a designated benchmark;

controlling the review of the definition of a designated benchmark for the purpose of determining a designated benchmark;

controlling the review of the methodology of determining a designated benchmark;

managing any arrangements, processes or mechanisms for the purpose of determining a designated benchmark;

collecting, analysing or processing any information or expression of opinion for the purpose of determining a designated benchmark;

applying a formula or other methods of calculation to information or expressions of opinion in order to determine a designated benchmark; or

monitoring and conducting surveillance of any information or expressions of opinion provided for the purpose of determining a designated benchmark,but does not include providing information in relation to a designated benchmark or any act that is necessary or incidental to providing such information;“administering a financial benchmark” means —

controlling the development of the definition of a financial benchmark for the purpose of determining a financial benchmark;

controlling the development of the methodology of determining a financial benchmark;

controlling the review of the definition of a financial benchmark for the purpose of determining a financial benchmark;

controlling the review of the methodology of determining a financial benchmark;

managing any arrangements, processes or mechanisms for the purpose of determining a financial benchmark;

collecting, analysing or processing any information or expression of opinion for the purpose of determining a financial benchmark;

applying a formula or other methods of calculation to information or expressions of opinion in order to determine a financial benchmark; or

monitoring and conducting surveillance of any information or expressions of opinion provided for the purpose of determining a financial benchmark,but does not include providing information in relation to a financial benchmark or any act that is necessary or incidental to providing such information;”;

by inserting, immediately after the definition of “auditor”, the following definitions:“ “authorised benchmark administrator” means a corporation that is authorised by the Authority under section 123F(1) as an authorised benchmark administrator;“authorised benchmark submitter” means a corporation that is authorised by the Authority under section 123ZE(1) as an authorised benchmark submitter;”;

by deleting the words “a securities exchange, a futures exchange,” in the definition of “business rules” and substituting the words “an approved exchange,”;

by deleting the words “securities exchange, futures exchange,” wherever they appear in the definition of “business rules” and substituting in each case the words “approved exchange,”;

by deleting the words “a securities exchange or recognised market operator (which is an overseas securities exchange)” in the definition of “business rules” and substituting the words “an approved exchange or a recognised market operator (which is an overseas exchange)”;

by deleting the words “futures contracts, contracts or arrangements for the purposes of foreign exchange trading, contracts or arrangements for the purposes of leveraged foreign exchange trading,” in the definition of “capital markets products” and substituting the words “units in a collective investment scheme, derivatives contracts, spot foreign exchange contracts for the purposes of leveraged foreign exchange trading,”;

by deleting the definition of “chief executive officer” and substituting the following definition:“ “chief executive officer”, in relation to an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company, the holder of a capital markets services licence, an authorised benchmark administrator, an authorised benchmark submitter, a designated benchmark submitter or any other corporation (called in this definition a relevant person) means any person, by whatever name called, who is —

in the direct employment of, or acting for or by arrangement with, the relevant person; and

principally responsible for the management and conduct of the business of the relevant person in Singapore;”;

by deleting the words “a securities exchange; or” in paragraph (a)(iii) of the definition of “closed‑end fund” and substituting the words “an approved exchange;”;

by inserting, immediately after paragraph (a) of the definition of “closed-end fund”, the following paragraph:“(aa)an arrangement mentioned in paragraph (a) of that definition which —

has all of the following characteristics:

the arrangement is constituted in the form of an entity or as a trust on or after 1 July 2013;

under the investment policy of the arrangement, investments are made for the purpose of giving participants in the arrangement the benefit of the results of the investments of the arrangement;

the arrangement does not carry on any business other than investment business and does not carry on any activity other than any activity that is solely incidental to the investment business; and

has at least one of the following characteristics:

the investment policy of the arrangement is clearly set out in a document that is provided to each participant in the arrangement before, or at the time, the participant first invests in the arrangement;

the entity or trust of which the arrangement is constituted is contractually bound to every participant in the arrangement to comply with the investment policy of the arrangement, as may be amended from time to time;

the investment policy of the arrangement sets out the types of property which the arrangement is authorised to invest in, and the investment guidelines or restrictions that apply to the arrangement; or”;

by deleting paragraph (a) of the definition of “collective investment scheme” and substituting the following paragraph:“(a)an arrangement in respect of any property —

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;

under which either or both of the following characteristics are present:

the property is managed as a whole by or on behalf of a manager;

the contributions of the participants, and the profits or income out of which payments are to be made to the participants, are pooled; and

under which either or both of the following characteristics are present:

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) —

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) —

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

the purpose, purported purpose or purported effect is realised; or”;

by inserting, immediately after paragraph (x) of the definition of “collective investment scheme”, the following paragraphs:“(xi)an arrangement under which the whole amount of each participant’s contribution is a deposit as defined in section 4B of the Banking Act (Cap. 19);

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

the property does not consist of any of the following:

by deleting the definition of “commodity” and substituting the following definition:“ “commodity” means —

any produce, item, goods or article;

any index, right or interest in any produce, item, goods or article; or

any index, right, interest, tangible property or intangible property of any nature that is, or belongs to a class of indices, rights, interests, tangible properties or intangible properties that is, prescribed for the purposes of this definition,but does not include —

any produce, item, goods or article that is, or that belongs to a class of produce, items, goods or articles that is, prescribed not to be a commodity for the purposes of this definition; or

any index, right or interest in any produce, item, goods or article that is, or that belongs to a class of indices, rights or interests that is, prescribed not to be a commodity for the purposes of this definition;”;

by deleting sub-paragraph (ii) of paragraph (a) of the definition of “customer” and substituting the following sub‑paragraph:“(ii)for the purposes of Part V —

a person on whose behalf the holder carries on or will carry on any regulated activity; or

any other person with whom the holder, as principal, enters or will enter into transactions for the sale or purchase of capital markets products,but does not include such person or class of persons as may be prescribed for the purposes of this sub‑paragraph; or”;

by deleting the words “or a recognised clearing house,” in paragraph (b) of the definition of “customer” and substituting the words “, a recognised clearing house or a recognised market operator,”;

by deleting the definition of “dealing in securities” and substituting the following definition:“ “dealing in capital markets products” has the meaning given to it in the Second Schedule;”;

by deleting the definition of “debenture” and substituting the following definition:“ “debenture” includes —

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;

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

such other product or class of products as the Authority may prescribe,but does not include —

a cheque, letter of credit, order for the payment of money or bill of exchange; or

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;”;

by deleting the definition of “derivatives contract” and substituting the following definitions:“ “derivatives contract” means —

any contract or arrangement under which —

a party to the contract or arrangement is required to, or may be required to, discharge all or any of 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, is derived from, or varies by reference to, either of the following:

the value or amount of one or more underlying things;

fluctuations in the values or amounts of one or more underlying things; or

any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed to be a derivatives contract,but does not include —

securities;

any unit in a collective investment scheme;

a spot contract;

a deposit as defined in section 4B of the Banking Act (Cap. 19), where the deposit is accepted by a bank licensed under that Act or a merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186);

a deposit as defined in section 2 of the Finance Companies Act (Cap. 108), where the deposit is accepted by a finance company as defined in that section of that Act;

any contract of insurance in relation to any class of insurance business specified in section 2(1) of the Insurance Act (Cap. 142); or

any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract;“designated benchmark” means a financial benchmark that is designated by the Authority under section 123B to be a designated benchmark;“designated benchmark submitter” means a corporation that is designated by the Authority under section 123ZI(1) to be a designated benchmark submitter;”;

by deleting the definitions of “executive officer” and “exempt market operator” and substituting the following definitions:“ “exchange-traded derivatives contract” means a derivatives contract —

that is executed on an organised market and is or will be cleared or settled by a clearing facility under an arrangement, process, mechanism or service by which the parties to the derivatives contract substitute or will substitute, through novation or otherwise, the credit of the clearing facility for the credit of the parties to the derivatives contract; and

the contractual terms (other than price) of which —

are in the same form as the contractual terms of other derivatives contracts of the same type that are executed on the organised market on which the derivatives contract is executed; and

conform to a standard that is provided under the business rules or practices of the organised market on which the derivatives contract is executed,but does not include —

any contract under which every contractual term can be negotiated; or

any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed not to be an exchange‑traded derivatives contract;“executive officer”, in relation to an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company, the holder of a capital markets services licence, an authorised benchmark administrator, an authorised benchmark submitter, a designated benchmark submitter or any other corporation (called in this definition a relevant person), means any person, by whatever name called, who is —

in the direct employment of, or acting for or by arrangement with, the relevant person; and

concerned with or takes part in the management of the relevant person on a day‑to‑day basis;“exempt benchmark administrator” means a person who is exempted under section 123K(1) from the requirement to be an authorised benchmark administrator;“exempt benchmark submitter” means a person who is exempted under section 123ZH(1) from the requirement to be an authorised benchmark submitter;”;

by inserting, immediately after the definition of “exempt person”, the following definition:“ “financial benchmark” means —

any price, rate, index or value that is —

determined periodically by the application (whether direct or indirect) of a formula or any other method of calculation to information or expressions of opinion concerning transactions in, or the state of, the market in respect of one or more underlying things;

made available to the public (whether free of charge or for payment); and

used for reference —

to determine the interest payable or other sums due on deposits or credit facilities;

to determine the price or value of any investment product as defined in section 2(1) of the Financial Advisers Act (Cap. 110); or

to measure the performance of any product offered by a person who is, or who belongs to a class of persons which is, prescribed by regulations made under section 341; or

such other price, rate, index or value as may be prescribed by regulations made under section 341 as a financial benchmark,but does not include —

a price, rate, index or value determined by, or on behalf of, the Government or a statutory body established under any Act, unless that price, rate, index or value is prescribed as a financial benchmark;

a price, rate, index or value determined by a person which is intended to be for the person’s exclusive use in transactions or agreements entered into, or to be entered into, by the person, unless that price, rate, index or value is prescribed as a financial benchmark;

the price of a capital markets product; or

such other price, rate, index or value as may be prescribed by regulations made under section 341 as not being a financial benchmark;”;

by deleting the words “share, share index, stock, stock index, debenture, bond index,” in the definition of “financial instrument” and substituting the words “securities, securities index,”;

by deleting the definitions of “foreign exchange trading” and “forward contract”;

by deleting the definition of “futures contract” and substituting the following definition:“ “futures contract” means —

an exchange-traded derivatives contract under which —

one party agrees to transfer title to an underlying thing, or a specified quantity of an underlying thing, to another party at a specified future time and at a specified price payable at that future time; or

the parties will discharge their obligations under the contract by settling the difference between the value of a specified quantity of an underlying thing agreed at the time of the making of the contract and at a specified future time; or

an exchange-traded derivatives contract which is an option on an exchange-traded derivatives contract mentioned in paragraph (a);”;

by deleting the definitions of “futures exchange”, “futures market” and “futures option transaction”;

by deleting the definition of “listing rules” and substituting the following definition:“ “listing rules”, in relation to a corporation that establishes or operates, or proposes to establish or operate, an organised market of an approved exchange or a recognised market operator, or an overseas exchange that establishes or operates or proposes to establish or operate an organised market of a recognised market operator, means rules governing or relating to —

the admission to the official list of the corporation or overseas exchange, of corporations, governments, bodies unincorporate or other persons for the purpose of the quotation on the organised market of the corporation or overseas exchange of securities, securities‑based derivatives contracts or units in a collective investment scheme issued, or made available by such corporations, governments, bodies unincorporate or other persons, or the removal from that official list and for other purposes; or

the activities or conduct of corporations, governments, bodies unincorporate and other persons who are admitted to that list,whether those rules are made —

by the corporation or overseas exchange, or are contained in any of the constituent documents of the corporation or overseas exchange; or

by another person and adopted by the corporation or overseas exchange;”;

by deleting the definition of “market”;

by inserting, immediately after the definition of “newspaper”, the following definition:“ “office copy” has the meaning given to it in section 4(1) of the Companies Act;”;

to, or for the purpose of passing the information or expression of opinion on to, a person (A) administering a designated benchmark; and

that enables A to determine that designated benchmark;“providing information in relation to a financial benchmark” means providing any information or expression of opinion —

to, or for the purpose of passing the information or expression of opinion on to, a person (A) administering a financial benchmark; and

that enables A to determine that financial benchmark;”;

that is authorised under section 286 or recognised under section 287;

that is a trust;

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

all or any units of which are listed for quotation on an approved exchange;”;

in relation to a person (A) who carries on business in any regulated activity, except for the purposes of Part XIII and except as otherwise provided for in paragraphs (b) and (c) —

means a person (B), by whatever name called, in the direct employment of, or acting for, or by arrangement with A, who carries out for A any regulated activity (other than work ordinarily performed by accountants, clerks or cashiers), whether or not B is remunerated, and whether B’s remuneration, if any, is by way of salary, wages, commission or otherwise; and

includes, where A is a corporation, any officer of A who performs for A any regulated activity, whether or not the officer is remunerated, and whether the officer’s remuneration, if any, is by way of salary, wages, commission or otherwise;

in relation to a person (C) that is an authorised benchmark administrator or an exempt benchmark administrator —

means a person (D), by whatever name called, in the direct employment of, or acting for, or by arrangement with C, who carries out the activity of administering a designated benchmark (other than work ordinarily performed by accountants, clerks or cashiers), whether or not D is remunerated, and whether D’s remuneration, if any, is by way of salary, wages, commission or otherwise; and

includes, where C is a corporation, any officer of C who performs for C the activity of administering a designated benchmark, whether or not the officer is remunerated, and whether the officer’s remuneration, if any, is by way of salary, wages, commission or otherwise; and

in relation to a person (E) that is an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter —

means a person (F), by whatever name called, in the direct employment of, or acting for, or by arrangement with E, who carries out the activity of providing information in relation to a designated benchmark (other than work ordinarily performed by accountants, clerks or cashiers), whether or not F is remunerated, and whether F’s remuneration, if any, is by way of salary, wages, commission or otherwise; and

includes, where E is a corporation, any officer of E who performs for E the activity of providing information in relation to a designated benchmark, whether or not the officer is remunerated, and whether the officer’s remuneration, if any, is by way of salary, wages, commission or otherwise;”;

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;

debentures; or

any other product or class of products as may be prescribed,but does not include —

any unit of a collective investment scheme;

any bill of exchange;

any certificate of deposit issued by a bank or finance company, whether situated in Singapore or elsewhere; or

such other product or class of products as may be prescribed;“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;”;

in relation to a derivatives contract or a spot contract —

a unit in a collective investment scheme;

a commodity;

a financial instrument;

the credit of any person; or

an arrangement, event, index, intangible property, tangible property or transaction that is, or that belongs to a class of arrangements, events, indices, intangible properties, tangible properties or transactions that is, prescribed by regulations made under section 341 to be an underlying thing in relation to a derivatives contract or a spot contract,but does not include any arrangement, event, index, intangible property, tangible property or transaction that is, or that belongs to a class of arrangements, events, indices, intangible properties, tangible properties or transactions that is, prescribed by regulations made under section 341 not to be an underlying thing in relation to a derivatives contract or a spot contract; and

in relation to a financial benchmark —

an investment product as defined in section 2(1) of the Financial Advisers Act (Cap. 110);

a commodity;

a financial instrument;

any intangible property or class of intangible properties; or

any arrangement, event or transaction that is, or that belongs to a class of arrangements, events or transactions that is, prescribed by regulations made under section 341 to be an underlying thing in relation to a financial benchmark,but does not include any arrangement, event, intangible property or transaction that is, or that belongs to a class of arrangements, events, intangible properties or transactions that is, prescribed by regulations made under section 341 not to be an underlying thing in relation to a financial benchmark;”; and

a member of the approved exchange, recognised market operator, approved clearing house or recognised clearing house (as the case may be); or

a customer of a member of the approved exchange, recognised market operator, approved clearing house or recognised clearing house (as the case may be); or”.