PART I | 1. These Regulations may be cited as the Financial Advisers Regulations. |
2.—(1) In these Regulations, unless the context otherwise requires —“accredited investor” means any of the following persons in relation to a counterparty, if the person has opted to be treated by the counterparty as an accredited investor for all the consent provisions, under regulation 3(2) of the Securities and Futures (Classes of Investors) Regulations 2018 (G.N. No. S 665/2018):| (a) | an individual mentioned in section 4A(1)(a)(i) of the Securities and Futures Act (Cap. 289); | | (b) | a corporation mentioned in section 4A(1)(a)(ii) of the Securities and Futures Act; | | (c) | a trustee mentioned in section 4A(1)(a)(iii) of the Securities and Futures Act; | | (d) | a person mentioned in section 4A(1)(a)(iv) of the Securities and Futures Act; [S 29/2019 wef 08/04/2019] |
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“advertisement” means any dissemination or conveyance of information in connection with a promotion of, or an invitation or a solicitation in respect of, any product or service, by any means or in any form, including by means of —| (a) | publication in a newspaper, magazine, journal or other periodical; | | (b) | display of posters or notices; | | (c) | circulars, handbills, brochures, pamphlets, books or other documents; | | (d) | letters addressed to individuals or bodies; | | (e) | photographs or cinematograph films; or | | (f) | sound broadcasting, television, the Internet or other media; [S 385/2018 wef 09/07/2018] |
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| “approved exchange” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap. 289); [S 659/2018 wef 08/10/2018] |
“bonds” includes —| (a) | any note, bond or Treasury Bill; | | (b) | an option in respect of any note, bond or Treasury Bill; and | | (c) | such other securities or class of securities as the Authority may from time to time, by a guideline issued by the Authority, determine; |
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| “capital markets products” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap. 289); |
| “capital markets services licence” has the same meaning as in section 2(1) of the Securities and Futures Act; [S 385/2018 wef 09/07/2018] |
| “client’s money or property” has the same meaning as in section 28(4) of the Act; |
| “consent provision” and “counterparty” have the same meanings as in regulation 3(9) of the Securities and Futures (Classes of Investors) Regulations 2018; [S 29/2019 wef 08/04/2019] |
| “derivatives contract” has the same meaning as in section 2(1) of the Securities and Futures Act; [S 659/2018 wef 08/10/2018] |
| “entity” includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust; [S 362/2005 wef 01/07/2005] |
“ex-accredited investor” means any of the following:| (a) | an individual who was an accredited investor under section 4A(1)(a)(i) of the Securities and Futures Act (Cap. 289) as in force immediately before 8 October 2018, but who ceases to be an accredited investor under section 4A(1)(a)(i), read with section 4A(1A), of that Act as in force on or after 8 October 2018; | | (b) | a partnership (other than a limited liability partnership within the meaning of the Limited Liability Partnerships Act (Cap. 163A)) in which each partner was an accredited investor under section 4A(1)(a) of the Securities and Futures Act as in force immediately before 8 October 2018, but any individual partner of which ceases to be an accredited investor under section 4A(1)(a)(i), read with section 4A(1A), of that Act as in force on or after 8 October 2018; | | (c) | a corporation (the sole business of which is to hold investments) the entire share capital of which is owned by one or more accredited investors under section 4A(1)(a) of the Securities and Futures Act as in force immediately before 8 October 2018, but any individual of such accredited investors ceases to be an accredited investor under section 4A(1)(a)(i), read with section 4A(1A), of that Act as in force on or after 8 October 2018; [S 294/2019 wef 08/10/2018] |
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| “exchange-traded derivatives contract” has the same meaning as in section 2(1) of the Securities and Futures Act; [S 659/2018 wef 08/10/2018] |
“existing customer”, in relation to a person (A), means —| (a) | a person (B) to whom A has provided any financial advisory service before 8 October 2018, and who was treated by A as an accredited investor when A provided that financial advisory service to B; or | | (b) | a person (C) with whom A has entered into an agreement before 8 October 2018 to provide any financial advisory service, and who was treated as an accredited investor when A entered into the agreement with C; [S 294/2019 wef 08/10/2018] |
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| “expert investor” has the same meaning as in section 4A(1)(b) of the Securities and Futures Act; [S 362/2005 wef 01/07/2005] [S 274/2008 wef 28/05/2008] |
| “foreign company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
“foreign exchange OTC derivatives contract” means an OTC derivatives contract entered into on a margin basis the value of which is determined by reference to, is derived from, or varies by reference to —| (a) | the value or amount of any currency or currency index; or | | (b) | fluctuations in the values or amounts of any currency or currency index; [S 659/2018 wef 08/10/2018] |
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| [Deleted by S 659/2018 wef 08/10/2018] |
| “futures contract” has the same meaning as in section 2(1) of the Securities and Futures Act; [S 659/2018 wef 08/10/2018] |
“Government securities” means securities issued or proposed to be issued by the Government, and includes —| (a) | any debenture, stock or bond issued or proposed to be issued by the Government; | | (b) | any right or option in respect of any debenture, stock or bond referred to in paragraph (a); | | (c) | any book-entry Government securities as defined in section 2 of the Development Loan (1987) Act (Cap. 81A) or section 2 of the Government Securities Act (Cap. 121A); and | | (d) | any book-entry Treasury Bill as defined in section 2 of the Local Treasury Bills Act (Cap. 167); |
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| “guideline issued by the Authority” means a guideline or other document issued by the Authority under section 64 of the Act; |
| “institutional investor” has the same meaning as in section 4A(1)(c) of the Securities and Futures Act (Cap. 289); [S 362/2005 wef 01/07/2005] [S 274/2008 wef 28/05/2008] |
| “leveraged foreign exchange trading” has the same meaning as in section 2(1) of the Securities and Futures Act; [S 659/2018 wef 08/10/2018] |
| “net asset value”, in relation to a corporation, means the excess of the value of the assets owned by the corporation over its liabilities; |
| “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 branch outside of Singapore; |
| “on a margin basis”, in relation to a contract, means the entering of a contract by 2 parties where one party provides to the other party (whether directly or indirectly through such party’s agent) with money, securities, property or other collateral which represents only a part of the value of the contract; [S 659/2018 wef 08/10/2018] |
| “over-the-counter derivatives contract” or “OTC derivatives contract” means a derivatives contract other than an exchange-traded derivatives contract; [S 659/2018 wef 08/10/2018] |
| “overseas exchange” has the same meaning as in section 2(1) of the Securities and Futures Act; [S 659/2018 wef 08/10/2018] |
| “paid-up capital” means ordinary shares and non-redeemable preference shares that have been fully paid for; [S 383/2012 wef 07/08/2012] |
| “product advertisement” means an advertisement in respect of any investment product; [S 385/2018 wef 09/07/2018] |
| [Deleted by S 659/2018 wef 08/10/2018] |
“specified financial adviser” —| (a) | in the case of regulation 39, has the meaning as in regulation 40B; and | | (b) | in any other case, means a licensed financial adviser or an exempt financial adviser mentioned in section 23(1)(a), (b), (c), (e), (ea) or (f) of the Act; [S 385/2018 wef 09/07/2018] |
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“specified investment product” means —| (a) | any specified OTC derivatives contract; | | (b) | any foreign exchange OTC derivatives contract arranged by any bank that is licensed under the Banking Act (Cap. 19) or any merchant bank that is approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186); or | | (c) | any spot foreign exchange contract for the purposes of leveraged foreign exchange trading arranged by any bank that is licensed under the Banking Act or any merchant bank that is approved as a financial institution under the Monetary Authority of Singapore Act; [S 659/2018 wef 08/10/2018] |
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“specified OTC derivatives contract” means an OTC derivatives contract the value of which is determined by reference to, is derived from, or varies by reference to —| (a) | the value or amount of any item other than any —| (i) | securities; | | (ii) | securities index; | | (iii) | currency; or | | (iv) | currency index; or |
| | (b) | fluctuations in the values or amounts of one or more items other than any —| (i) | securities; | | (ii) | securities index; | | (iii) | currency; or | | (iv) | currency index; [S 659/2018 wef 08/10/2018] |
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“specified person” —| (a) | in the case of regulation 40F, has the meaning under that provision; and | | (b) | in any other case, means —| (i) | a specified financial adviser; or | | (ii) | an appointed representative or a provisional representative of a specified financial adviser; [S 385/2018 wef 09/07/2018] |
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| “specified products” has the same meaning as in section 2(1) of the Securities and Futures Act; [S 659/2018 wef 08/10/2018] |
| “spot foreign exchange contract” has the same meaning as in section 2(1) of the Securities and Futures Act; [S 659/2018 wef 08/10/2018] |
| “venture capital fund” has the same meaning as in regulation 14(8) of the Securities and Futures (Licensing and Conduct of Business) Regulations (Cap. 289, Rg 10); [S 586/2017 wef 20/10/2017] |
| “venture capital fund manager” means a holder of a capital markets services licence for fund management under the Securities and Futures Act (Cap. 289) who does not carry on business in any regulated activity (as defined in that Act) other than the management of portfolios of specified products on behalf of venture capital funds. [S 586/2017 wef 20/10/2017] [S 659/2018 wef 08/10/2018] |
(2) For the purposes of the definition of “net asset value” in paragraph (1) —| (a) | in determining the value of the assets owned by a corporation, any amount on account of goodwill or of any other intangible assets shall be disregarded; and | | (b) | in determining the amount of the liabilities of a corporation —| (i) | all contingent or prospective liabilities shall be taken into account; and | | (ii) | any amount on account of any liability related to the share capital of the corporation shall not be taken into account. |
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