Regulation 8

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

includes the provisions referred to in regulation 9.

binding the manager for the scheme —

to use its best endeavours —

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;

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;

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;

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);

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;

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

to prepare or cause to be prepared —

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

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;

binding the trustee for the scheme —

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;

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

to send or cause to be sent to the participants —

the semi-annual accounts and annual accounts relating to the scheme;

the report of the auditor on the annual accounts; and

the semi-annual report and annual report relating to the scheme,in accordance with the Code on Collective Investment Schemes; and

binding the manager for the scheme, to the same extent as if the trustee for the scheme were a director of the manager —

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

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.

the scheme is an arrangement —

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

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

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;

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

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

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

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

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

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.