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

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Full Title: Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations Legislation: Made under the Securities and Futures Act 2001 (SFA), Part XIII Division 2 Administrator: Monetary Authority of Singapore (MAS) Related Legislation: Code on Collective Investment Schemes (CIS Code)

These regulations govern the offering of units in collective investment schemes (CIS) to the public in Singapore. They prescribe the prospectus requirements, disclosure standards, exemptions for institutional and accredited investors, and ongoing obligations for CIS managers and trustees.

1. Part I: Scope and Definitions¶

1.1 Key Definitions (Regulation 2)¶

Term	Definition
"collective investment scheme" (CIS)	An arrangement in respect of any property where participants do not have day-to-day control over the management, and the property is managed as a whole by a manager (SFA Section 2)
"authorized scheme"	A CIS authorized by MAS under Section 286 of the SFA for offer to the retail public
"recognized scheme"	A foreign CIS recognized by MAS under Section 287 for offer in Singapore
"restricted scheme"	A CIS offered only to accredited or institutional investors under Section 305
"prospectus"	The disclosure document required for public offering of CIS units
"product highlights sheet"	A concise summary of key product features and risks (max 4 pages)
"manager"	The person responsible for managing the CIS property
"trustee"	The person holding the CIS property on trust for participants (for unit trusts)

1.2 Types of Collective Investment Schemes¶

CIS Type	Structure	Examples
Unit trust	Trust deed; trustee holds assets	Most retail funds in Singapore
Investment company	Corporate structure; board of directors	Investment companies, business trusts
Limited partnership	Partnership agreement; general partner manages	Private equity funds, venture capital funds
Variable capital company (VCC)	Corporate structure under VCC Act	Multi-sub-fund structures
Exchange-traded fund (ETF)	Trust or corporate; listed on exchange	Index-tracking funds

2. Part II: Prospectus Requirements¶

2.1 Obligation to Register a Prospectus¶

No person shall offer units in a CIS to the public in Singapore unless:

A prospectus has been registered with MAS
The CIS has been authorized (Singapore-constituted) or recognized (foreign) by MAS
The prospectus complies with the prescribed form and content requirements

2.2 Prospectus Content Requirements¶

2.2.1 Cover Page¶

Item	Requirement
Scheme name	Full legal name of the CIS
Manager name	Full legal name and CMS licence number
Trustee name	Full legal name (for unit trusts)
Date of registration	Date of MAS registration
MAS disclaimer	Standard MAS disclaimer (MAS is not responsible for the contents of the prospectus)

2.2.2 Mandatory Sections¶

Section	Content Requirements
Investment objective and approach	Clear description of the CIS's investment objective, strategy, and benchmark (if any)
Risk factors	Comprehensive disclosure of all material risks (market risk, credit risk, liquidity risk, counterparty risk, currency risk, regulatory risk, etc.)
Fees and charges	All fees disclosed in a standardized fee table: management fee, trustee fee, performance fee, entry/exit fees, switching fees, other charges
Distribution policy	Whether income is distributed or accumulated; distribution frequency
Financial information	Historical performance (if applicable), NAV history, expense ratio
Fund structure	Description of the CIS structure, sub-funds (if applicable), share/unit classes
Manager information	Details of the manager, key personnel, track record, conflicts of interest
Trustee/custodian information	Details of the trustee, custodian, and their responsibilities
Valuation and dealing	NAV calculation methodology, dealing frequency, cut-off times, settlement periods
Subscription and redemption	How to subscribe and redeem, minimum investment, pricing basis
Taxation	Tax implications for Singapore and overseas investors
Soft dollar arrangements	Disclosure of any soft dollar or commission sharing arrangements
Conflicts of interest	All material conflicts and how they are managed
Reports to investors	Types and frequency of reports provided to unit holders
Winding up	Circumstances and procedures for winding up the CIS

2.3 Prospectus Registration Process¶

Pre-submission: Manager prepares prospectus in compliance with regulations and CIS Code
Submission: Prospectus lodged with MAS together with prescribed fees
MAS Review: MAS reviews for compliance (typical review period: 21 business days for first submission)
Comments: MAS may issue comments requiring amendments
Registration: Upon satisfaction of requirements, MAS registers the prospectus
Public offer: Units may be offered to the public from the date of registration

2.4 Supplementary and Replacement Prospectuses¶

Document	When Required
Supplementary prospectus	When there is a material change or new matter after registration that would have been required in the original prospectus
Replacement prospectus	When the original prospectus contains a false or misleading statement, or when cumulative supplements make the prospectus unwieldy
Annual update	The prospectus must be updated at least once every 12 months

2.5 Liability for Prospectus¶

The following persons may be liable for false or misleading statements in a prospectus:

Person	Nature of Liability
Manager	Primary civil and criminal liability
Directors of the manager	Personal liability (with due diligence defense)
Persons named in the prospectus with consent	Liability for statements attributed to them
Persons who authorized or caused the issue	Liability for the content authorized
Underwriters	Liability for statements in the prospectus

3. Part III: Product Highlights Sheet (PHS)¶

3.1 PHS Requirements¶

Since July 2011, a Product Highlights Sheet must accompany the prospectus for all authorized and recognized CIS offered to retail investors.

3.1.1 Format Requirements¶

Requirement	Standard
Maximum length	4 pages (A4 size)
Font size	Minimum 10-point
Language	Clear, simple English; avoid jargon
Layout	Standardized sections as prescribed by MAS
Color coding	Risk rating highlighted with prescribed color indicators

3.1.2 Mandatory Content¶

Section	Content
Product type	Type of CIS (e.g., unit trust, ETF)
Investment objective	Brief statement of objective
Key risks	Top 5-8 material risks in plain language
Fees table	Summary of all fees in standardized format
Performance	Historical returns (1, 3, 5, 10 years if available), with benchmark comparison
Product suitability	Who the product is designed for; who should NOT invest
Key terms	Dealing frequency, minimum investment, currency, distribution policy
Contact information	How to obtain more information or lodge complaints

3.2 Distribution of PHS¶

PHS must be provided to every potential investor before or at the point of sale
For online distribution, PHS must be presented before the investor can complete the purchase
PHS is supplementary to, not a replacement for, the full prospectus

4. Part IV: Exemptions for Institutional and Accredited Investors¶

4.1 Institutional Investor Exemptions (Section 304)¶

Offers to institutional investors are exempt from:

Prospectus registration requirements
Product Highlights Sheet requirements
Certain conduct of business requirements

4.1.1 Definition of Institutional Investors¶

Category	Description
Banks	Licensed under the Banking Act
Merchant banks	Approved under the MAS Act
Finance companies	Licensed under the Finance Companies Act
Insurance companies	Registered or authorized under the Insurance Act
Trust companies	Licensed under the Trust Companies Act
Central government or agency	Government of Singapore and its statutory bodies
Central bank or monetary authority	MAS and equivalent foreign central banks
Multilateral agency	World Bank, ADB, IFC, etc.
Pension fund	Central Provident Fund Board and similar

4.2 Accredited Investor Exemptions (Section 305)¶

4.2.1 Accredited Investor Criteria¶

Criteria	Individual Threshold	Corporate Threshold
Net personal assets	> SGD 2 million (with primary residence capped at SGD 1 million)	N/A
Income	> SGD 300,000 in preceding 12 months	N/A
Financial assets	> SGD 1 million (net)	N/A
Net assets	N/A	> SGD 10 million
Trustee (trust assets)	N/A	> SGD 10 million

4.2.2 Opt-In Requirement¶

Since January 2020:

Individuals must opt in to be treated as accredited investors
Before opting in, they must be informed of the regulatory protections they are foregoing
The opt-in must be documented in writing
Investors may opt out at any time by notifying the financial institution

4.2.3 Exemptions Available¶

Requirement	Exempted for AI?
Prospectus registration	Yes
Product Highlights Sheet	Yes
Financial needs analysis	Not required (but best practice to conduct)
Suitability assessment	Reduced requirements
Cooling-off period	Not required
Fair dealing obligations	Still applicable
Anti-fraud provisions	Still applicable

4.3 Small Offers Exemption (Section 302B)¶

Condition	Limit
Number of offerees	Not more than 50 persons in any 12-month period
Total amount raised	Not more than SGD 5 million in any 12-month period
Disclosure	Must provide an information memorandum (not a registered prospectus)
Restrictions	Offerees must be informed that the offer is made in reliance on the exemption

4.4 Private Placement Exemption (Section 302C)¶

Offers to not more than 50 persons in a 12-month period, where:

Each person invests a minimum of SGD 200,000
Total raised does not exceed SGD 5 million
No advertisement is published
An information memorandum is provided

5. Part V: Ongoing Obligations for CIS¶

5.1 Reporting Requirements¶

Report	Frequency	Recipient
Annual report	Within 3 months of financial year-end	All unit holders + MAS
Semi-annual report	Within 2 months of semi-annual period end	All unit holders + MAS
Monthly NAV publication	Monthly (daily for authorized schemes)	Public
Annual accounts (audited)	Within 3 months of financial year-end	MAS
Material change notification	As soon as practicable	MAS and unit holders

5.2 Valuation Requirements¶

Requirement	Standard
Valuation frequency	At least daily for authorized schemes; at least monthly for restricted schemes
Valuation methodology	Fair value; consistent with accepted accounting standards
Pricing basis	Forward pricing (NAV calculated after dealing cut-off time)
Swing pricing	Permitted to protect existing holders from dilution by large subscriptions/redemptions
Independent valuation	Required for illiquid or hard-to-value assets
Error threshold	Pricing errors exceeding 0.5% of NAV must be corrected and reported

5.3 Redemption Obligations¶

Requirement	Standard
Redemption frequency	At least monthly for authorized schemes; as per trust deed/prospectus for others
Redemption payment	Within 7 business days of dealing day (authorized schemes)
Suspension of dealings	Permitted only in exceptional circumstances; MAS must be notified immediately
Gates	Permitted if disclosed in prospectus; limited to 10% of NAV per dealing day
Side pockets	Permitted for illiquid assets in certain CIS types; requires disclosure

5.4 Manager Obligations¶

Obligation	Detail
Fiduciary duty	Act in the best interests of unit holders
Investment restrictions	Comply with CIS Code concentration limits, borrowing limits, leverage limits
Conflict management	Maintain and implement conflicts of interest policy
Compliance function	Maintain independent compliance function
Risk management	Maintain risk management framework appropriate to the CIS
Soft dollar policy	Disclose and manage soft dollar arrangements; best execution obligation
Personal account dealing	Monitor and restrict personal trading by key personnel

5.5 Trustee Obligations¶

Obligation	Detail
Safekeeping	Hold CIS assets on trust; segregated from manager's and trustee's own assets
Oversight	Monitor manager's compliance with trust deed and regulations
Independence	Maintain independence from the manager
NAV verification	Verify the manager's NAV calculations
Reporting	Report material breaches by the manager to MAS
Retirement/removal	Cannot retire without MAS approval; must appoint successor

6. Part VI: Advertising and Marketing¶

6.1 Advertising Requirements¶

Requirement	Detail
Consistency	Advertisements must be consistent with the registered prospectus
Fair and balanced	Must not be misleading; must present a balanced view of risks and returns
Performance claims	Past performance must include appropriate disclaimers; minimum 1-year track record
Risk warnings	Must include prescribed risk warnings
MAS authorization reference	Must state that MAS authorization does not imply MAS endorsement
Approval	All advertisements must be approved by the manager's compliance function

6.2 Prohibited Practices¶

Guaranteed returns (unless genuinely guaranteed and disclosed as such)
Cherry-picking performance periods
Comparing with inappropriate benchmarks
Using unqualified superlatives ("best," "safest," "highest returns")
Omitting material risks
Implying MAS endorsement or approval of the CIS

7. Part VII: Winding Up and Restructuring¶

7.1 Circumstances for Winding Up¶

Circumstance	Initiator
End of scheme's life	Automatic (if fixed-term)
Unit holder resolution	Unit holders (typically 75% by value)
Manager/trustee decision	Subject to trust deed terms and MAS notification
MAS direction	MAS may direct winding up in the interest of unit holders
Manager or trustee insolvency	Automatic trigger unless a replacement is appointed
Scheme falls below minimum size	As specified in the trust deed

7.2 Winding Up Procedures¶

Notification to MAS and unit holders
Suspension of new subscriptions
Orderly realization of assets
Payment of liabilities (in priority order: creditors, trustee fees, manager fees)
Distribution of remaining proceeds to unit holders pro rata
Final accounts and audit
De-authorization by MAS

7.3 Restructuring (Mergers and Conversions)¶

Action	Requirements
Scheme merger	Unit holder approval (typically 75%); MAS notification; prospectus supplement
Sub-fund merger	Unit holder approval for affected sub-fund; MAS notification
Conversion (e.g., unit trust to VCC)	Regulatory approval; unit holder approval; updated prospectus
Change of manager	Trustee consent; MAS approval; unit holder notification
Change of trustee	Manager appointment subject to MAS approval; unit holder notification

8. Relevance to Regnify Platform¶

8.1 Representative Competency¶

Representatives advising on CIS products must:

Hold CMFAS Module 8 (Collective Investment Schemes) or 8A
Understand prospectus disclosure and PHS requirements
Be able to explain CIS risks and features to clients
Form 3A must reflect CIS advisory as part of the authorized activity scope

8.2 Product Suitability¶

When assessing representative fitness and propriety, relevant factors include:

Whether the representative has adequate knowledge of CIS products
History of CIS-related complaints or mis-selling
Understanding of exemptions (accredited investor treatment)
Knowledge of disclosure and suitability obligations

8.3 Compliance Context¶

The CIS regulatory framework provides context for:

Understanding the products that representatives will be advising on or distributing
Assessing the regulatory risk profile of the principal's business activities
Evaluating whether the representative's competencies match the complexity of CIS products offered
Supporting the platform's compliance monitoring for CIS-related activities

References¶

Securities and Futures Act 2001 (SFA), Part XIII (Offers of Investments)
Code on Collective Investment Schemes (MAS CIS Code)
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
MAS Notice on Product Highlights Sheet
MAS Practice Note on Offers of CIS
Variable Capital Companies Act 2018
Securities and Futures (Licensing and Conduct of Business) Regulations
Financial Advisers Act 2001 (FAA)
MAS Guidelines on Fair Dealing (FAA-G11)