Part III Additional Requirements for Investment Funds

611

Apart from complying with applicable law and Part II of this Chapter, a prospectus issued by an investment fund must also contain the additional information set out in this Part. An offering memorandum or introductory document issued by an investment fund in connection with a listing on the Exchange must also contain the information required in this Part. If the investment fund is a unit trust, references to "share" mean "unit" and the items must be adapted accordingly so that the equivalent information is given.

612

The document must include a statement that "an application has been made to the Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to list all the shares of the investment fund, including shares which are the subject of this issue and the Exchange assumes no responsibility for the correctness of any of the statements made or opinions expressed in this prospectus and admission to the Official List is not an indication of the merits of the investment fund or its shares.

613

In relation to the investment fund, state the following:—

(1) The name of the investment fund;

(2) The date and place of incorporation or formation;

(3) The name and address of the principal registered office, auditors, administration agent and each office at which a share register is kept;

(4) The full title or designation, amount, class and par value of the shares applied for listing and whether fully paid;

(5) The date of application;

(6) The names, addresses, experience and directorship of directors of the investment fund (in the case of a unit trust, the management company);

(7) Brief description of its history and formation;

(8) Brief description of its constitution;

(9) Details of its shareholders;

(10) A statement of any costs of establishing the investment fund which are to be paid by the investment fund, together with an estimate of the size and the period over which the costs are to be amortised;

(11) Details of the distribution policy and the approximate dates on which distributions will be made. Also, a statement that dividends will only be paid to the extent that they are covered by income received from underlying investments and by share of profits of associated companies which are received by the investment fund and are available for distribution;

(12) Details of the principal taxes levied on the investment fund's income and capital (including taxes withheld at source on distributions received by the investment fund) and taxes deducted on distributions to shareholders (if any);

(13) A summary of the borrowing powers of the investment fund, if any, stating that at no time will it exceed a certain amount and stating the circumstances under which borrowings might take place;

(14) Particulars on what reports will be sent to registered shareholders and when they will be sent; and

(15) A warning that an investment in the investment fund is subject to abnormal risks, if the nature of the investment policy so dictates.

614

In relation to the investment manager, investment adviser, administration agent and custodian, state the following:—

(1) The names, addresses and share capital;

(2) Dates and places of incorporation;

(3) Brief description of their history and formation;

(4) A description of the relevant experience of the investment manager and investment adviser and their directors and principal officers;

(5) Terms and duration of their appointments and basis of their remuneration;

(6) A statement that the custodian, investment manager, any of their connected persons and any director of the investment fund and investment manager are prohibited from voting their own shares at, or being part of a quorum for, any meeting to approve any matter which it has a material interest in the business to be conducted; and

(7) A statement as to whether or not the investment manager or any of the directors of the investment fund or any of their associates is or will become entitled to receive any part of any brokerage charged to the fund, or any part of any fees, allowances, benefits, etc received on purchases charged to the investment fund.

615

In respect of the investment manager, state the following:—

(1) Information on other investment funds managed; and

(2) Names, addresses and description of its directors.

616

In respect of the investment adviser, information on other investment managers it advises.

617

Details of the investment objectives, including capital and income objectives and the investment policy, including a summary of the restrictions which will be observed on the investment of the investment fund's assets and the intended diversification of assets by country or region and, in the case of a newly-formed investment fund, a statement that such an investment policy will be adhered to for at least three years following the issue of the prospectus, offering memorandum or introductory document, unless otherwise agreed by the shareholders of the investment fund by a special resolution in general meeting. The investment fund should also disclose the extent to which it intends to invest in options, warrants, commodities, futures contracts, unlisted securities and precious metals and must include an appropriate negative statement if it intends not to invest in any such investments.

618

Details of the investment fund's foreign exchange policy and in particular, details of any foreign exchange controls or restrictions of relevance to the investment fund or its investment policy or objectives.

619

Particulars of the investments:—

(1) In the case of an existing investment fund with limited spread of holdings, a full description of their principal investments.

(2) Investments with a value of more than five per cent of the fund's gross assets, and at least the ten largest investments, stating in respect of each such investment:—

(a) a brief description of the business;

(b) proportion of the share capital owned;

(c) cost;

(d) directors' valuation and, in the case of listed investments, market value;

(e) dividends or other income received during the year from such investment (indicating any abnormal dividends);

(f) dividend cover or underlying earnings; and

(g) [Deleted]

(h) net assets attributable to the investment.

(3) An analysis of any provision for diminution in value of investments, naming the investments against which provision has been made and stating for each investment:—

(a) cost;

(b) provision made; and

(c) book value.

(4) In the case where the market value of the assets is not available, e.g. unquoted securities, disclose the method of computing the market value of such assets. Also, state how frequently the net asset value of the investment fund is determined.

(5) In the case of newly-formed investment funds not adopting a policy of spreading their investments widely, the identity of the initial investments to be undertaken (which should account for the majority of the assets), together with a full description.

Amended on 7 February 2020 7 February 2020.