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

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

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THIRD SCHEDULERegulation 11Requirements for Preparation of A Prospectus (under Section 296 (1) of the Act) for An Offer of Units in A Collective Investment SchemePart I Basic informationIA CorporationII The ManagerIII The RepresentativeIV The Trustee (or the custodian)V Other partiesVI Structure of the SchemeVII Investment objectives, focus and approachVIII Collective investment scheme included under the CPF Investment SchemeIX Fees and chargesX RisksXI Subscription of unitsXII Regular savings plan (RSP)XIII Realisation of unitsXIV Switching of unitsXV Obtaining prices of unitsXVI Suspension of dealingsXVII Performance of the SchemeXVIII Soft dollar commissions/arrangementsXIX Conflict of interestsXX ReportsXXI Specialised collective investment schemeXXII Queries and complaintsXXIII Other material information Appendices[S 191/2013 wef 01/07/2013]I — BASIC INFORMATION1. 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 — CORPORATION8A. 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 MANAGER9. 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 — REPRESENTATIVE11. Where the Scheme is constituted outside Singapore, state the name and address of the representative for the Scheme.IV — THE TRUSTEE OR THE CUSTODIAN12. 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 PARTIES13. 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 SCHEME16. 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 APPROACH18. 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 SCHEME21. If the Scheme is included under the CPF Investment Scheme, state that fact and the risk classification of the Scheme.IX — FEES AND CHARGES22. 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 — RISKS23. 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 UNITS25. 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 UNITS36. 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 UNITS41. State the procedure for switching of units (where applicable).XV — OBTAINING PRICES OF UNITS42. 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 DEALINGS43. Describe any exceptional circumstances under which the issue or redemption of units may be suspended.XVII — PERFORMANCE OF THE SCHEMEPast 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 index52. 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 investment57. 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 submanager60. 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 Scheme62. 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 ratio71. 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 ratio72. 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/ARRANGEMENTS73.—(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 INTERESTS74.—(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 — REPORTS75. 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 SCHEME76. 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 COMPLAINTS77. 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 INFORMATION78. 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]

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