Only accredited or institutional investors may use our platform, and this is because such investors are better able in terms of financial and other resources to seek their own professional advice and conduct the necessary due diligence prior to making any investment decision. You should seek independent professional advice if you do not fully understand the risks of investing through our platform. Investors will also not have access to the dispute resolution scheme operated by the Financial Industry Disputes Resolution Centre Ltd.
Accredited investors are assumed to be better informed, and better able to access resources to protect their own interests, and therefore require less regulatory protection. Investors who agree to be treated as accredited investors therefore forgo the benefit of certain regulatory safeguards. For example, issuers of securities are exempted from issuing a full prospectus registered with the Monetary Authority of Singapore in respect of offers that are made only to accredited investors, and intermediaries are exempted from a number of business conduct requirements when dealing with accredited investors. Investors should consult a professional adviser if they do not understand any consequence of being treated as an accredited investor.
When we deal with you as an accredited investor, we would be exempt from complying with certain requirements under the Securities and Futures Act 2001 (the “SFA”) and certain regulations and notices issued thereunder, as well as certain requirements under the Financial Advisers Act 2001 (the “FAA”) and certain regulations and notices issued thereunder.
Please note that the regulatory requirements that we are exempted from when dealing with you as an accredited investor may be amended and updated from time to time due to regulatory changes or otherwise.
Under the SFA, FAA and the regulations and notices issued there under:
1. Prospectus Exemptions under Sections 275 and 305 of the SFA. Under Part XIII of the SFA, all offers of securities and securities-based derivatives contracts, and units of collective investment schemes are required to be made in or accompanied by a prospectus in respect of the offer that is lodged and registered with the Monetary Authority of Singapore (“MAS”) and which complies with the prescribed content requirements, unless exempted. The SFA further provides for criminal liability for false and misleading statements contained in the prospectus, omissions to state any information required to be included in the prospectus or omissions to state new circumstances that have risen since the prospectus was lodged with the MAS which would have been required to be included in the prospectus if it had arisen before the prospectus was lodged with the MAS. In addition, certain persons, including the person making the offer, the issuer, the issue manager, and the underwriter (the “Persons”) may be liable to compensate any person who suffers loss or damage as a result of the false or misleading statement in or omission from the prospectus, even if such persons were not involved in the making of the false or misleading statement or the omission.
Sections 275 and 305 of the SFA are exemptions from the prospectus registration requirement under the SFA, and exempt the offeror from registering a prospectus when the offer of securities and securities-based derivatives contracts, and units of collective investment schemes is made to relevant persons. Relevant persons include accredited investors. In addition, secondary sales made to institutional investors and relevant persons, which include accredited investors, remain exempt from the prospectus registration requirement provided that certain requirements are met.
Subsequent Sales: Subsequent sales of securities, securities-based derivatives contracts and collective investment schemes are subject to restrictions under Sections 276(1) and 276(2) or, as the case may be, Sections 305A(1)(b) such that subsequent sales to relevant persons (including accredited investors) will continue to be exempt from prospectus requirements.
Where securities, securities-based derivatives contracts and collective investment schemes are subscribed or purchased under Section 275 or 305 of the SFA by a relevant person which is:
- a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor (the “Corporation”); or
- a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor (the “Trust”),
inter alia, securities of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities, securities-based derivatives contracts and collective investment schemes pursuant to an offer made under Section 275 or 305 of the SFA except, inter alia, to an institutional investor or to a relevant person.
If you opt to be treated as an accredited investor, the above restrictions will not apply and you will not be prohibited from being a transferee of the securities of the Corporation or interests in the Trust in the circumstances specified.
When we deal with you as an accredited investor, the issuer and/or offeror is exempt from the prospectus requirements under Part XIII of the SFA pursuant to the exemptions under Sections 275 and 305 of the SFA. As a result of this, the issuer and/or offeror is not under any statutory obligation to ensure that all offers of the relevant products to you are made in or accompanied by a prospectus that is lodged and registered with the MAS and which complies with the prescribed content requirements. Consequently, the issuer and/or offeror is not subject to the statutory prospectus liability under the SFA and you would not be able to seek compensation from the Persons under the civil liability regime for prospectuses even if you suffer loss or damage as a result of any false or misleading statement in or omissions in the offering document. Subsequent sales of securities, securities-based derivative contracts and collective investment schemes first sold under inter alia Section 275 and 305 can also be made to you, as well as transfers of securities of Corporations and interests in Trusts. You are therefore not protected by the prospectus registration requirements of the SFA.
2. Restrictions on Advertisements under Sections 251 and 300 of the SFA. Sections 251 and 300 of the SFA prohibit any advertisement or publication referring to an offer or intended offer of securities and securities-based derivatives contracts, and units of collective investment schemes from being made, except in certain circumstances. In this regard, where a preliminary document has been lodged with the MAS, certain communications may be made. These include the dissemination of, and presentation of oral or written material on matters contained in, the preliminary document which has been lodged with the MAS to institutional investors and relevant persons under Sections 251(3), 251(4)(a), 300(2A) and 300(2B)(a) of the SFA. Relevant persons include accredited investors.
When we deal with you as an accredited investor, you may receive communications relating to a preliminary document which has been lodged with the MAS. You are therefore not protected by the requirements of Sections 251 and 300 of the SFA.
3. Part III of the Securities and Futures (Licensing and Conduct of Business) Regulations (“SFR”).
Part III of the SFR stipulates the requirements imposed on us in relation to the treatment of customers’ moneys and assets. While we remain under the statutory obligation to deposit all assets received on your account in a trust or custody account maintained in accordance with Regulation 17 or 27 of the SFR or any other account into which you direct the moneys or assets be deposited, as an accredited investor, the enhanced safeguards in relation to the moneys or assets that we receive on your account will not apply.
We are also exempt from the following statutory obligations: (i) the disclosure requirements pertaining to the manner in which your moneys are held (whether locally or in a foreign jurisdiction), as specified under Regulation 18A of the SFR; and (ii) the prohibition against transferring title in your moneys to us or any other person except in certain prescribed circumstances relating to the borrowing or lending of your specified products and using your moneys to meet our obligations under Regulation 20A and 21 of the SFR; (iii) the disclosure requirements pertaining to the manner in which your assets are held (whether locally or in a foreign jurisdiction), as specified under Regulation 27A of the SFR; (iv) the prohibition against transferring title in your assets to us or any other person except in certain prescribed circumstances relating to the borrowing or lending of your specified products and using your assets to meet our own obligations under Regulation 34A and 35 of the SFR; and (v) the obligation to inform you that we may use your assets for a sum not exceeding the amount owed by you to us, disclose the risks of such use to you and obtain your consent before using your assets, including mortgaging, charging, pledging or hypothecating your assets.
We have summarised the requirements below.
Disclosures requirement for customer’s moneys[1]:
Retail Customer:
To make certain disclosures (such as whether the moneys will be commingled with other customers and the risks of commingling, consequences if the institution which maintains the trust account becomes insolvent) in writing prior to depositing assets in custody account.
Accredited Investor:
No such requirement.
Prohibition on transferring moneys received from customer to the Capital Markets Services Licensee (“CMSL”) or any other person[2]:
Retail Customer:
Prohibited unless transferred in connection with borrowing or lending of specified products in accordance with Regulation 45 of the SFR.
Accredited Investor:
No such requirement.
Withdrawals from trust account to transfer the moneys to any other person or account in accordance with the written direction of the customer[3]:
Retail Customer:
Prohibited unless transferred in connection with borrowing or lending of specified products in accordance with Regulation 45 of the SFR.
Accredited Investor:
No such requirement.
Customer Moneys[4]:
Retail Customer:
Deposit moneys received into a trust account maintained in accordance with Regulation 17 of the SFR (requires trust account to be maintained with certain specified financial institutions only); or Deposit into account directed by retail customer to which retail customer has legal and beneficial title and maintained with, inter alia, licensed banks, merchant banks or finance companies or banks established and regulated as banks outside Singapore.
Accredited Investor:
Deposit into a trust account maintained in accordance with Regulation 17 of the SFR (requires trust account to be maintained with certain specified institutions only); or Deposit into account directed by Accredited Investor.
Disclosure requirement for customer’s assets[5]:
Retail Customer:
To make certain disclosures (such as whether the assets will be commingled with other customers and the risks of commingling, consequences if the institution which maintains the custody account becomes insolvent) in writing prior to depositing assets in custody account.
Accredited Investor:
No such requirement.
Prohibition on transferring title of assets received from customer to the CMSL or any other person[6]:
Retail Customer:
Prohibited unless transferred in connection with borrowing or lending of specified products in accordance with Regulation 45 of the SFR.
Accredited Investor:
No such requirement.
Withdrawals from custody account to transfer the asset to any other person or account in accordance with the written direction of the customer[7]:
Retail Customer:
Prohibited unless transferred in connection with borrowing or lending of specified products in accordance with Regulation 45 of the SFR.
Accredited Investor:
No such requirement.
Customer Assets[8]:
Retail Customer:
Deposit into a custody account maintained in accordance with Regulation 27 of the SFR (requires the custody account to be maintained with certain specified institutions only); or
Deposit into account directed by retail customer to which retail customer has legal and beneficial title and maintained with, inter alia, licensed banks, merchant banks or finance companies or banks established and regulated as banks outside Singapore.
Accredited Investor:
Deposit into a custody account maintained in accordance with Regulation 27 of the SFR (requires the custody account to be maintained with certain specified institutions only); or
Deposit into account directed by Accredited Investor.
Mortgage of customer’s assets – The CMSL may mortgage, charge, pledge or hypothecate customer’s assets for a sum not exceeding the amount owed by the customer to the CMSL[9]:
Retail Customer:
Prior to doing so, the CMSL must inform the retail customer of this right, explain the risks and obtain written consent of the retail customer.
Accredited Investor:
No equivalent requirement.
When we deal with you as an accredited investor, we are exempt from treating you as a “retail customer” in relation to certain requirements stipulated under Part III of the SFR pertaining to the treatment of a retail customer’s moneys and assets. You are therefore not protected by those requirements under Part III of the SFR.
4. Regulation 40 of the SFR. Regulation 40(1) of the SFR provides that a CMSL is required to furnish to each customer on a monthly basis a statement of account containing certain particulars prescribed under Regulation 40(2) of the SFR. In addition, Regulation 40(3) of the SFR provides that a CMSL is required to furnish to each customer, at the end of every quarter of a calendar year, a statement of account containing, where applicable, the assets, derivatives contracts of the customer and spot foreign exchange contracts for the purposes of leveraged foreign exchange trading of the customer that are outstanding and have not been liquidated and cash balances (if any) of the customer at the end of that quarter.
When we deal with you as an accredited investor and provided we have made available to you (on a real-time basis) the prescribed particulars in the form of electronic records stored on an electronic facility and you have consented to those particulars being made available in this manner or you have requested in writing not to receive the statement of account, we are not under any statutory obligation to furnish a monthly or quarterly statement of account to you. You are therefore not protected by the requirements of Regulations 40(1) and (3) of the SFR.
5. Regulation 45 of the SFR. Regulation 45 of the SFR provides that borrowing and lending of specified products by a CMSL (i) must be recorded in a prior written agreement between the CMSL and the lender or borrower or their duly authorised agent where such agreement includes certain prescribed details; and (ii) must be collateralised. In particular, the CMSL is required to ensure that the collateral provided must, throughout the period that the specified products are borrowed or lent, have a value of not less than 100% of the market value of the specified products borrowed or lent. Regulation 45 of the SFR further sets out the acceptable forms of collateral for these purposes.
When we deal with you as an accredited investor, we are not under any statutory obligation to provide collateral to you under Regulation 45 of the SFR when we borrow specified products from you. You are therefore not protected by the collateral requirements under Regulation 45 of the SFR when you lend specified products to us. Where we provide assets to you as collateral for the borrowing, the written agreement for shall specify whether the specified products borrowed and the assets provided comprising specified products (if any) are marked to market and if so, the procedures for calculating the margin. However (unlike for retail customer), the agreement does not have to include the requirement to mark-to-market on every business day the specified products that are borrowed or lent nor the minimum collateral comprising specified products and the procedures for calculating the margins.
6. Regulation 47DA of the SFR. Regulation 47DA (1) and (2) of the SFR provide for certain general risk disclosure requirements that a CMSL dealing in specified capital markets products must comply with. For this purpose, “specified capital markets products” means capital markets products other than futures contracts, spot foreign exchange contracts for the purposes of leveraged foreign exchange trading and foreign exchange over-the-counter derivatives contracts. In particular, the CMSL must not open a trading account for a customer for the purpose of entering into transactions of sale and purchase of any specified capital markets products unless it has furnished the customer with a written risk disclosure document disclosing the material risks of the specified capital markets products, and receives an acknowledgement signed and dated by the customer that he has received and understood the nature and contents of the risk disclosure document. Further, the CMSL must not enter any transaction of sale or purchase of any specified capital markets products unless it has informed the customer whether it is acting in that transaction as a principal or agent and/or its intention to do so.
When we deal with you as an accredited investor, we are not under any statutory obligation to provide you with the risk disclosures, and the capacity in which we act, in the manner contemplated under Regulation 47DA of the SFR. You are therefore not protected by the requirements under Regulation 47DA of the SFR.
7. Section 34 of the FAA and MAS Notice on Information to Clients and Product Information Disclosure [Notice No. FAA-N03]. Section 34 of the FAA imposes an obligation on a financial adviser to disclose to its clients and prospective clients all material information relating to any designated investment product recommended by the financial adviser, and provides that MAS may prescribe the form and manner in which the information shall be disclosed. “Material information” includes the terms and conditions of the designated investment product and the benefits and risks that may arise from the designated investment product.
The MAS Notice on Information to Clients and Product Information Disclosure [Notice No. FAA-N03] sets out the standards to be maintained by a financial adviser and its representatives with respect to the information they disclose to clients. The Notice also sets out the general principles that apply to all disclosures by a financial adviser to its clients and the specific requirements as to the form and manner of disclosure that the financial adviser has to comply with in relation to, among others, section 34 of the FAA.
As a result of our exemption from compliance with these requirements when we deal with you as an Accredited Investor, we are not under any statutory obligation to provide you with all material information on any designated investment product in the prescribed form and manner, e.g. the benefits and risks of the designated investment product and the illustration of past and future performance of the designated investment product. You are therefore not protected by the disclosure requirements in section 34 of the FAA and MAS Notice on Information to Clients and Product Information Disclosure [Notice No. FAA-N03].
8. Section 36 of the FAA and MAS Notice on Recommendations on Investment Products [Notice No. FAA-N16]. Section 36 of the FAA requires a financial adviser to have a reasonable basis for any recommendation on an investment product that is made to a client. The financial adviser is required to give consideration to the investment objectives, financial situation and particular needs of the client, and to conduct investigation on the investment product that is the subject matter of the recommendation, as is reasonable in all the circumstances. Failure to do so could, if certain conditions are satisfied, give the client a statutory cause of action to file a civil claim against the financial adviser for investment losses suffered by the client. The conditions are that the client suffers loss or damage as a result of doing a particular act (or refraining from doing a particular act) in reliance on the recommendation, where it is reasonable (having regard to the recommendation and all other circumstances) for the client to have done so in reliance on the recommendation.
The MAS Notice on Recommendations on Investment Products [Notice No. FAA-N16] sets out requirements which apply to a financial adviser when it makes recommendations on investment products to its clients. In particular, the Notice sets out: (i) the type of information the financial adviser needs to gather from its client as part of the “know your client” process; (ii) the manner in which the financial adviser should conduct its analysis of the client’s financial needs and how it should present its investment recommendations; and (iii) documentation and record keeping requirements relating to this process.
As a result of our exemption from compliance with these requirements when we deal with you as an Accredited Investor, we are not under any statutory obligation to ensure that we have regard to the information possessed by us concerning your investment objectives, financial situation and particular needs and have given consideration to and conducted investigation of the subject matter of any recommendation, and that the recommendation is based on such consideration and investigation. We are also not statutorily required to conduct a Customer Knowledge Assessment* to determine your investment experience and knowledge, nor are we required to comply with the Procedures. Further, you will not be able to rely on section 36 of the FAA in any claim against us for losses that may be suffered in respect of any investment that we may have recommended to you. You are therefore not protected by the requirements of section 36 of the FAA and MAS Notice on Recommendations on Investment Products [Notice No. FAA-N16].
9. Section 45 of the FAA. Section 45 of the FAA provides that when sending a circular or other written communication in which a recommendation is made in respect of specified products (i.e. securities, specified securities-based derivatives contracts or units in a collective investment scheme), a financial adviser is required to include a concise statement, in equally legible type, of the nature of any interest in, or any interest in the acquisition or disposal of, those specified products that it or any associated or connected person has at the date on which the circular or other communication is sent. Such circular or written communication must be retained by the financial adviser for five years.
As a result of our exemption from compliance with section 45 of the FAA when we deal with you as an Accredited Investor, we are not under any statutory obligation to include such a statement of interest in specified products in any written recommendation or document that we may send to you. You are therefore not protected by the requirements of section 45 of the FAA if no disclosure is made of any interest that we or any associated or connected person may have in the specified products that we may recommend in such document.
10. Sections 47 and 48 of the FAA, and MAS Notice on Requirements for the Remuneration Framework for Representatives and Supervisors (“Balanced Scorecard Framework”) and Independent Sales Audit Unit [Notice No. FAA-N20] (“BSC Notice”) and MAS Guidelines on the Remuneration Framework for Representatives and Supervisors (“Balanced Scorecard Framework”), Reference Checks and Pre-Transaction Checks [Guideline No. FAA-G14] (“BSC Guidelines”)*. Section 47 of the FAA provides that a financial adviser must establish and maintain a remuneration framework that contains terms consistent with the requirements prescribed by MAS for the purpose of (a) reviewing and assessing the performance of its representatives and supervisors; and (b) determining the remuneration of its representatives and supervisors. The financial adviser must review and assess the performance, and determine and pay the remuneration, of its representatives and supervisors in accordance with such remuneration framework.
Section 48 of the FAA provides that a financial adviser must have an independent sales audit unit that reports to the board of directors and chief executive officer of the financial adviser or such unit determined by the board of directors or chief executive officer which is independent from all units of the financial adviser which provide financial advisory services. Such independent sales audit unit is required to audit the quality of the financial advisory services provided by the representatives of the financial adviser and to carry out the functions and duties prescribed by MAS, in the prescribed manner.
11. The BSC Notice sets out the requirements in relation to the design and operation of the balanced scorecard framework which a financial adviser is required to put in place in their remuneration structures for their representatives and supervisors, and the independent sales audit unit. The BSC Guidelines provide general guidance on some of the requirements of the BSC Notice, such as the post-transaction checks and classification of infractions by the independent sales audit unit. In addition, the BSC Guidelines set out the measures to be applied to all existing and newly recruited representatives who have been assigned a balanced scorecard grade of “E” and all supervisors who have been assigned a balanced scorecard grade of “Unsatisfactory” under the balanced scorecard framework, as well as obtaining and sharing of information on the representatives’ and supervisors’ balanced scorecard grades during reference checks. The BSC Guidelines also set out the MAS’ expectation for a financial adviser to conduct pre-transaction checks to minimise the impact of the balanced scorecard framework on its representatives and supervisors.
As a result of our exemption from compliance with these requirements when we deal with you as an Accredited Investor, we are not under any statutory obligation to either (a) establish or maintain such a remuneration framework, or to review and assess the performance, and determine and pay the remuneration, of our representatives and supervisors in accordance with such a remuneration framework, or (b) to have an independent sales audit unit to audit the quality of the financial advisory services provided by our representatives. You are therefore not protected by the requirements of sections 47 and 48 of the FAA, the BSC Notice and the BSC Guidelines*.
12. Regulation 18B of the FAR. Regulation 18B of the FAR provides that before selling or marketing certain new products, a financial adviser is required to carry out a due diligence exercise to ascertain whether such new product is suitable for the targeted client. The due diligence exercise must include an assessment of several areas, including (i) an assessment of the type of targeted client the new product is suitable for and whether the new product matches the client base of the financial adviser; (ii) the key risks that a targeted client who invests in the new product potentially faces; and (iii) the processes in place for a representative of the financial adviser to determine whether the new product is suitable for the targeted client, taking into consideration the nature, key risks and features of the new product. The financial adviser is prohibited from selling or marketing any new product to any targeted client unless every member of its senior management has, on the basis of the result of the due diligence exercise, personally satisfied himself that the new product is suitable for the targeted client and personally approved the sale or marketing of the new product to the targeted client. “Targeted client” excludes Accredited Investors.
As a result of our exemption from compliance with Regulation 18B of the FAR when we deal with you as an Accredited Investor, we are not under any statutory obligation to carry out a due diligence exercise to ascertain whether any new product we wish to sell or market to you is suitable for you. You are therefore not protected by the requirements of Regulation 18B of the FAR.
13. Financial Advisers (Complaints Handling and Resolution) Regulations 2021 (“FA(CHR)R”)*. FA(CHR)R provides that a financial adviser is required to establish an independent unit to handle and resolve complaints and shall comply with an established process for handling and resolving complaints which is made by an individual or a sole proprietorship and which relate to the provision of financial advisory services. In addition, FA(CHR)R sets out the requirements in relation to (i) the complaints handling and resolution process, (ii) senior management oversight, (iii) information on the complaints handling and resolution being made publicly available, (iv) centralized system for managing complaints and (v) reporting obligations.
When we deal with you as an accredited investor, we are not under any statutory obligation to comply with the requirements set out in the FA(CHR)R. You are therefore not protected by the complaints handling and resolutions requirements of the FA(CHR)R for any complaints made as an accredited investor, expert investor or institutional investor.
*Requirements apply only to customers who are natural persons
[1] Regulation 18A
[2] Regulation 20A
[3] Regulation 21(2)
[4] Regulation 16(1)(ba)
[5] Regulation 27A
[6] Regulation 34A
[7] Regulation 35(2)
[8] Regulation 26(1)(a)
[9] Regulation 34(2)
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