13. The Second Schedule to the principal Regulations is amended —(a) | by inserting, immediately after the definition of “agent” in paragraph 1, the following definition:“ “base capital”, in relation to a corporation, means the sum of —(a) | the following items in the latest accounts of the corporation:(i) | paid-up ordinary share capital; and | (ii) | irredeemable and non-cumulative preference share capital; and |
| (b) | any unappropriated profit or loss in the latest audited accounts of the corporation, |
less any interim loss in the latest accounts of the corporation and any dividend that has been declared since the date of the latest audited accounts of the corporation;”; |
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| (b) | by inserting, immediately after the definition of “market‑maker” in paragraph 1, the following definition:“ “net head office funds”, in relation to a foreign company, means the net liability of the Singapore branch of that foreign company to its head office and any other branches outside of Singapore;”; |
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| (c) | by deleting the semi-colon at the end of paragraph 4(1)(b) and substituting a full-stop; | (d) | by deleting sub-paragraph (c) of paragraph 4(1); | (e) | by deleting the words “sub-paragraph (1)(a), (b) or (c)” in paragraph 4(2) and substituting the words “sub-paragraph (1)(a) or (b)”; | (f) | by deleting the words “or (c)” in paragraph 4(3) and (4); | (g) | by deleting sub-paragraphs (4A) to (8) of paragraph 4; | (h) | by deleting sub-paragraph (d) of paragraph 5(1); | (i) | by deleting the full-stop at the end of sub-paragraph (g) of paragraph 5(1) and substituting a semi-colon, and by inserting immediately thereafter the following sub‑paragraphs:“(h) | a person who carries on business in fund management in Singapore on behalf of qualified investors where the assets managed by it comprise securities issued by one or more corporations or interests in bodies unincorporate, where the sole purpose of each such corporation or body unincorporate is to hold, whether directly or through another entity, immovable assets; | (i) | a corporation —(i) | which carries on business in Singapore in fund management on behalf of not more than 30 qualified investors, of which not more than 15 are collective investment schemes, closed-end funds, or limited partnerships referred to in sub-paragraph (3)(e); and | (ii) | which is registered with the Authority in accordance with sub-paragraph (7) and the registration is and continues to be published on the Authority’s website.”; |
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| (j) | by deleting sub-paragraph (a) of paragraph 5(2) and substituting the following sub-paragraph:“(a) | a person otherwise exempted under sub-paragraph (1) shall not be or shall cease to be so exempted if he also carries on business in fund management other than in accordance with sub-paragraph (1)(a), (b), (c), (e), (f), (h) or (i), as the case may be;”; |
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| (k) | by deleting the words “sub-paragraph (1)(d)” wherever they appear in paragraph 5(2)(b), (bb) and (c) and substituting in each case the words “sub-paragraph (1)(i)”; | (l) | by deleting the word “he” in paragraph 5(2)(bb)(i) and (iii) and substituting in each case the word “it”; | (m) | by deleting sub-paragraph (ii) of paragraph 5(2)(bb) and substituting the following sub-paragraph:“(ii) | it has not commenced business in fund management in accordance with sub-paragraph (1)(i) within 6 months from the date of its registration by the Authority as a Registered Fund Management Company under sub-paragraph (7); or”; |
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| (n) | by deleting the words “sub-paragraph (1)(d)” in paragraph 5(3)(a)(iii)(A) and substituting the words “sub-paragraph (1)(i)”; | (o) | by inserting, immediately after the words “accredited investors” in paragraph 5(3)(b)(i), the words “or institutional investors or both”; | (p) | by inserting, immediately after the words “territory in which the offer or invitation is made” in paragraph 5(3)(b)(ii), the words “, or institutional investors or both”; | (q) | by inserting, immediately after the words “territory in which the offer or invitation is made” in paragraph 5(3)(c), the words “, or institutional investors or both”; | (r) | by deleting sub-paragraph (d) of paragraph 5(3) and substituting the following sub-paragraphs:“(d) | an institutional investor, other than a collective investment scheme; | (e) | a limited partnership, where the limited partners comprise solely of accredited investors or investors in an equivalent class under the laws of the country or territory in which the partnership is formed, or institutional investors, or both; | (f) | any other person that the Authority may, from time to time, by a guideline issued by the Authority, determine;”; |
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| (s) | by deleting the words “sub-paragraph (1)(a), (b), (c) or (d)” in paragraph 5(5) and substituting the words “sub-paragraph (1)(a), (b), (c), (h) or (i)”; | (t) | by deleting the words “sub-paragraph (1)(d)” in paragraph 5(6) and substituting the words “sub-paragraph (1)(i)”; | (u) | by deleting sub-paragraph (7) of paragraph 5 and substituting the following sub-paragraphs:“(7) A corporation which seeks to be exempted under sub-paragraph (1)(i) shall register with the Authority as a Registered Fund Management Company by lodging with the Authority a notice of commencement of its business in Form 22A prior to the commencement of its business in fund management, accompanied by a non-refundable annual fee which shall be paid in the manner specified by the Authority in writing. |
(7A) A corporation shall not represent itself as a Registered Fund Management Company, unless —(a) | it has fulfilled all the requirements in sub-paragraph (1)(i); and | (b) | the registration of the corporation as a Registered Fund Management Company is and continues to be published on the Authority’s website. |
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(7B) The Authority may refuse to register a corporation under sub-paragraph (7) unless the corporation has demonstrated to the Authority’s satisfaction that —(a) | it is able to fulfil the requirements under sub-paragraph (1)(i)(i) and regulation 13A as applied to a Registered Fund Management Company under regulation 54A(1); | (b) | if it is incorporated in Singapore, its base capital, or if it is a foreign company, its net head office funds, is not less than $250,000; | (c) | it employs at least 2 persons, each of whom has at least 5 years’ experience that is relevant to the fund management activities it intends to carry out; and | (d) | the total value of its managed assets does not exceed $250 million. |
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(7C) The Authority may cancel the registration of a corporation under sub-paragraph (7) if the corporation is issued with a capital markets services licence in fund management. |
(7D) A Registered Fund Management Company shall not cause or permit —(a) | where it is incorporated in Singapore, its base capital; or | (b) | where it is a foreign company, its net head office funds, |
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(7E) A Registered Fund Management Company shall at all times employ at least 2 persons, each of whom has at least 5 years’ experience that is relevant to the fund management activities it is carrying out. |
(7F) The total value of the managed assets of a Registered Fund Management Company shall not at any time exceed $250 million. |
(7G) If a corporation which carries on business in fund management in reliance on sub-paragraph (1)(i) fails to meet the criterion in sub-paragraph (1)(i)(i) or to comply with sub-paragraph (7D), (7E) or (7F), or becomes aware that it will likely fail to meet any of those criteria or to comply with sub-paragraph (7D), (7E) or (7F), it shall —(a) | immediately notify the Authority; and | (b) | cease any increase in positions, and not accept assets for fund management, until such time as advised by the Authority. |
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(7H) If the Authority becomes aware that a corporation which carries on business in fund management in reliance on sub-paragraph (1)(i) fails to meet any criterion in sub-paragraph (1)(i)(i) or to comply with sub-paragraph (7D), (7E) or (7F), the Authority may direct the Registered Fund Management Company to operate its business in such manner and on such conditions as the Authority may impose, and the corporation to whom such direction is issued shall comply with the direction. |
(7I) A Registered Fund Management Company shall lodge with the Authority —(a) | a notice of change of particulars in Form 23A providing any change in the particulars in the notice lodged under sub-paragraph (7), not later than 14 days after the date of the change; | (b) | a notice of cessation of business in Form 24A at any time prior to the cessation of its business in fund management; and | (c) | an annual declaration in Form 25A within one month after the end of each of its financial years. |
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(7J) A Registered Fund Management Company shall submit an auditor’s report in Form 25B, no later than 5 months after the end of each of its financial years. |
(7K) In this paragraph, “managed assets”, in relation to a corporation (including one that is a Registered Fund Management Company), means all of the following:(a) | moneys and assets contracted to, drawn down by or are under the discretionary authority granted by the customer to the corporation and in respect of which it is carrying out fund management; | (b) | moneys and assets contracted to the corporation, and are under the non-discretionary authority granted by the customer to the corporation, and in respect of which the corporation is carrying out fund management; | (c) | moneys and assets contracted to the corporation, but which have been sub-contracted to another party and for which the other party is carrying out fund management, whether on a discretionary authority granted by the customer or otherwise. |
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(7L) In sub-paragraph (7K), moneys and assets are contracted to a corporation if they are the subject-matter of a contract for fund management between the corporation and its customer.”; |
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| (v) | by deleting the words “sub-paragraph (1)(a), (d) or (e)” in paragraph 5(8) and substituting the words “sub-paragraph (1)(a), (e), (h) or (i)”; and | (w) | by deleting sub-paragraph (9) of paragraph 5. |
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