MAS Consultation Paper To Enhance Safeguards For Capital Market Investors

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1 ::: AUTHOR ::: MAS Consultation Paper To Enhance Safeguards For Capital Market Investors On 21 July 2014, the Monetary Authority of Singapore (MAS) released a consultation paper seeking feedback on its proposals to enhance regulatory safeguards to protect investors in the capital markets (Consultation Paper). These proposals fall into three broad categories:- Terence LIN Partner Corporate terence.lin@rodyk.com (1) enhancing regulatory safeguards for investors in non-conventional investment products; (2) implementing a complexity-risk rating for investment products; and (3) refining the various investor classes under the existing regulatory framework. This article summarises and highlights the key changes proposed in the Consultation Paper. Enhancing regulatory safeguards for investors in non-conventional investment products The MAS observed that certain non-conventional products and schemes have been offered to consumers as alternative investments which fall outside the existing regulatory perimeters due to the manner in which they have been structured, notwithstanding that these products are similar to regulated capital markets products. Accordingly, MAS has proposed extending its regulatory perimeters to the following types of investments:- (1) buy-back arrangements involving gold, silver and platinum (Precious Metals); and (2) collectively-managed investment schemes, which are property arrangements with all the characteristics of a regulated collective investment scheme, save the pooling of investors contributions. Buy-back arrangements involving precious metals The MAS noted that certain Precious Metals buy-back arrangements are similar to collaterised debt arrangements and has proposed to prescribe and regulate as debentures any buy-back arrangements which involve:- (i) Party A purchasing Precious Metals from Party B for an agreed sum of money or money s worth; (ii) Party B being obligated to repurchase the Precious Metals from Party A at a time in the future; and (iii) the purpose or effect of the arrangement is to enable Party A to receive from Party B a financial benefit (the right to which must be agreed upon at the inception of the arrangement).

2 The MAS considers there to be a financial benefit if the effective re-purchase price to be paid by Party B (under paragraph (ii) above) is higher than the initial purchase price paid by Party A (under paragraph (i) above). The MAS has proposed to extend the existing debenture regulatory regime to Precious Metals buy-back arrangements with all the characteristics described in paragraphs (i) to (iii) above. Collectively managed investment schemes The MAS observed that certain investment arrangements have been offered to retail investors which are similar to collective investment schemes (CIS). However, such arrangements are not regulated as CIS because they fall outside the statutory definition of a CIS by offering investors direct interests in the underlying physical assets instead of pooling the investors contributions. Accordingly, the MAS proposed removing the requirement for the pooling of investors contributions for an arrangement to be regarded as a CIS. The Consultation Paper sets out, for illustration purposes, the following types of collectively managed investment schemes which are currently unregulated by the capital markets regulatory framework as examples of arrangements which would generally be regarded as CIS if the requirement for the pooling of investors contributions is removed:- (1) land investment schemes where investors acquire fractional interests in undeveloped land and are required to use the scheme operator s services to obtain planning permission for or disposing of the land as a whole (or both); (2) investment in land for forestry or harvesting purposes where: (a) investors acquire fractional interests in plantations or individual trees in a plantation; (b) the scheme operator is entrusted with day-to-day control over management of the forestry or harvesting operations for the entire plot of land; and (c) the purpose of the arrangement is for investors to receive rights to participate in profits arising from the forestry or harvesting operations; and (3) buy-to-let schemes where investors acquire units in real property (in the form of fractional interests or a room in a block of apartments) on the understanding that the investor will be entitled to participate in rental income generated from the scheme operator s management of properties as a whole. The investors will not have day-to-day control over the management of their units and the returns on the investment take the form of pooled rental income from the management of the real property as a whole by the scheme operator. Implementing a complexity-risk rating for investment products The MAS has proposed introducing a complexity-risk rating framework for investment products (CRRF) as a means of effectively highlighting the complexities and risks of investment products so that investors are sufficiently informed to choose investments that are suited to their level of understanding and risk appetite. The CRRF is meant to cover only investment products offered to retail investors (such as capital markets products, structured deposits, participating whole life and endowment policies and investment-linked policies) and does not include products

3 meant for savings or protection purposes (such as term life policies, nonparticipating whole life and endowment policies and annuities). Under the CRRF, investment products will be rated on their complexity based on four factors: (1) the number of structural layers; (2) the usage of derivatives; (3) the accessibility of valuation models; and (4) the number of return outcomes. Under the CRRF, investment products will be rated on their level of risk using a bucket-based approach, based solely on the likelihood that an investor would lose some, all, or even more than, the principal investment amount. Recognising that such an approach may only differentiate product risk at a reasonably high level, the MAS has also proposed for a historical price volatility indicator to be used alongside the CRRF for products in the medium, high and very high risk of loss buckets. The MAS was of the view that for products in the low risk of loss bucket, the costs of having a historical price volatility indicator would outweigh the benefits. The MAS proposed that issuers will rate their products based on the proposed CRRF and that these ratings must be disclosed in product offering documents for new and ongoing offers of investments to retail investors. Refining the various investor classes under the existing regulatory framework The MAS has reviewed the existing investor classes and has proposed making the changes summarised below. (1) Opt-in regime for accredited investors (AI) The MAS has proposed that all investors other than institutional investors (II) will be treated as retail investors by default. An investor who meets the criteria of an AI (Eligible Investor) will have the choice of electing for retail investor status or AI status, after being informed of the consequent reduction in regulatory safeguards. To ensure fair and consistent treatment of Eligible Investors, the opt-in regime will apply to non-natural persons such as corporations, trustees, limited liability partnerships and other types of entities as well. To provide flexibility to the investors, the determination of AI status will be on a per financial institution basis, which means that an investor may choose to be treated as a retail investor with the bank with which he maintains his savings account, but opt to be treated as an AI with the brokerage firm with which he maintains a securities trading account in order to access a wider range of investment products. An Eligible Investor will be able to change his classification as an AI or retail investor at any time by issuing a request in writing to the relevant financial institution (FI). A change from AI to retail investor status will not affect transactions entered into while the Eligible Investor was classified as an AI. The FI may choose whether to continue providing services to that client as a retail investor, unless the FI is licensed to serve a restricted clientele and is unable to continue serving the client as a retail investor, in which case the FI may be required to discontinue its business relationship with the client in order to comply with its licensing conditions.

4 FIs will be required to implement internal policies and procedures to classify clients, maintain proper records documenting the opt-in process and any written requests to change investor classification. FIs will also be required to review existing AI clients for eligibility for AI status periodically (at least once every two years). They must take appropriate action to verify their AI clients eligibility for AI status or re-classify their client as a retail investor if the client is no longer an Eligible Investor or if the FI becomes aware of any changes that would affect the AI classification of an existing client. The MAS has proposed a two-year transitional period for FIs to migrate their existing AI clients to the opt-in regime, during which FIs would be allowed to continue treating their existing AI clients as AIs. However, existing AI clients are not precluded from choosing to be re-classified as retail investors during the transitional period. (2) Amendments to eligibility criteria for accredited investors The MAS has proposed amending the existing criteria for AIs in the manner summarised below:- (a) the net equity in an individual s primary residence can only contribute up to S$1 million of the minimum net personal assets threshold of S$2 million used to determine eligibility for AI status. There are currently no restrictions on the net equity contributed by an individual s primary residence for the purpose of determining whether the individual is an AI; (b) any individual who holds a joint account at an FI with an individual who is an AI will be eligible for AI status, but only in respect of transactions entered into with or through the FI using the joint account. Currently, each joint account holder is treated according to his or her individual investor status; (c) currently, a corporation is considered an AI if: (i) it has net assets exceeding S$10 million in value; or (ii) its sole business is to hold investments and its entire share capital is owned by one or more persons, each of whom is an AI. With regards limb (ii), the MAS has proposed removing the restriction relating to the corporation s business and to allow any corporation to qualify for AI status as long as it is wholly owned by AIs; and (d) currently, the trustee of a trust is considered an AI if all property and rights held on trust for the beneficiaries of the trust exceed S$10 million in value. The MAS has proposed that the trustee of any trust in which all the beneficiaries are AIs should also be eligible for AI status. (3) Amendments to definition of institutional investors The MAS has proposed widening the definition of institutional investor to include the following types of investors:- (a) entities organised in foreign jurisdictions carrying on financial services activities similar to those for which MAS licences are granted and that

5 RODYK & DAVIDSON LLP SINGAPORE 80 Raffles Place #33-00 UOB Plaza 1 Singapore Tel Fax mail@rodyk.com SHANGHAI Unit Ocean Towers No. 550 Yan An East Road Shanghai , China Tel +86 (21) Fax +68 (21) shanghai.mail@rodyk.com are authorised, licensed and/or regulated in one or more foreign jurisdictions; (b) central governments and central governmental agencies of foreign states; (c) supranational governmental organisations; and (d) sovereign wealth funds. The MAS has also proposed excluding certain statutory bodies from the definition of institutional investor by exhaustively listing the statutory boards covered by the definition of Institutional Investor in the Securities and Futures Act. (4) Removal of the expert investor class The MAS has proposed removing the expert investor class from the capital markets regulatory framework. Closing date for public consultation The closing date for public comments and feedback on the Consultation Paper was 1 September Our newsletter is for general information purposes only. Its contents are not intended to be legal or professional advice and are not a substitute for specific advice relating to particular circumstances. Rodyk & Davidson LLP does not accept responsibility for any loss or damage arising from any reliance on the c on ten ts of this article. If y ou requ ire specific adv ic e or h av e an y qu estion s, p lease c on tac t th e au th or(s) or ou r Editor. Rodyk & Davidson LLP Limited Liability Partnership Registration No. T07LL0439G.

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