Statute Details
- Title: Securities and Futures (Offers of Investments) (Collective Investment Schemes) (Exemption from Expert’s Consent Requirement) Regulations 2011
- Act Code: SFA2001-S149-2011
- Type: Subsidiary Legislation (SL)
- Enacting Authority: Monetary Authority of Singapore (MAS)
- Authorising Act: Securities and Futures Act (SFA) (Cap. 289)
- Citation: SL 149/2011
- Commencement: 15 March 2011
- Key Provisions:
- Regulation 1: Citation and commencement
- Regulation 2: Definitions (including “principal Regulations” and “relevant statement”)
- Regulation 3: Exemption from the expert’s consent requirement under section 249(1) of the SFA (and related provisions for offer information statements)
- Related Legislation: Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005 (G.N. No. S 602/2005) (“principal Regulations”); Securities and Futures Act (including sections 249, 302, 305B, 253, 254); Seventh Schedule to the principal Regulations
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Collective Investment Schemes) (Exemption from Expert’s Consent Requirement) Regulations 2011 (“Expert’s Consent Exemption Regulations”) create a targeted exemption from a general requirement that an expert must consent to the inclusion of certain expert statements in offering documents for collective investment schemes.
In plain terms, the Regulations recognise that collective investment scheme offering documents (such as prospectuses, profile statements, and offer information statements) sometimes include statements that are “relevant statements” sourced from reliable experts or publications. In many cases, requiring formal expert consent for every such inclusion could be impractical or commercially burdensome. The Regulations therefore allow the relevant statements to be included without the expert’s formal consent—provided strict conditions are met.
The exemption is not a blanket waiver. It is carefully limited to offers of units in a collective investment scheme and is subject to conditions designed to protect investors and preserve accountability. These conditions address (i) the nature and provenance of the relevant statement, (ii) the relationship and potential conflicts of the expert, and (iii) the disclosure and disclaimers that must appear in the offering document to manage reliance and liability issues.
What Are the Key Provisions?
1. Regulation 1 (Citation and commencement) confirms that the Regulations may be cited as the “Securities and Futures (Offers of Investments) (Collective Investment Schemes) (Exemption from Expert’s Consent Requirement) Regulations 2011” and that they came into operation on 15 March 2011. For practitioners, this matters when assessing historical compliance for documents issued around that date.
2. Regulation 2 (Definitions) introduces two central concepts.
- “principal Regulations” refers to the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005 (G.N. No. S 602/2005). This is important because Regulation 3 cross-references specific provisions and schedules in the principal Regulations.
- “relevant statement” means a statement purporting to be made by, or to be based on a statement made by, an expert. This definition is broad enough to capture both direct expert statements and statements that are merely derived from expert work. Practically, this means that document drafters must assess not only whether an expert is quoted, but also whether the content is presented as being based on expert statements.
3. Regulation 3 (Core exemption) is the heart of the instrument. It provides that section 249(1) of the SFA (read with section 302) shall not apply to a prospectus or profile statement that includes a relevant statement, if two conditions are satisfied: (a) the document relates to an offer of units in a collective investment scheme, and (b) the conditions in Regulation 3(4) are met.
Regulation 3 also extends similar relief to offer information statements under the SFA and the principal Regulations. Specifically:
- Regulation 3(2) exempts an offer information statement under section 305B(1) (read with section 305B(4)) from the expert consent requirement (and, notwithstanding regulation 34(1) of the principal Regulations, disapplies paragraphs 36 and 37 of the Seventh Schedule to those Regulations) if it relates to an offer of units in a collective investment scheme and the Regulation 3(4) conditions are satisfied.
- Regulation 3(3) exempts an offer information statement under regulation 36(1) of the principal Regulations (read with regulation 36(3)), again disapplying paragraphs 36 and 37 of the Seventh Schedule notwithstanding regulation 36(1), if it relates to an offer of units in a collective investment scheme and the Regulation 3(4) conditions are satisfied.
4. Regulation 3(4) (Conditions for the exemption) sets out four categories of requirements. These are the provisions that practitioners must operationalise in drafting, due diligence, and document sign-off.
(a) The relevant statement must meet integrity and provenance requirements (Regulation 3(4)(a)). The relevant statement must:
- Not be made by the expert in connection with the specific offer concerned (Regulation 3(4)(a)(i)).
- Not be made for the sole benefit of the collective investment scheme concerned (Regulation 3(4)(a)(ii)).
- Not relate specifically to the affairs of the collective investment scheme concerned (Regulation 3(4)(a)(iii)).
In practice, this requirement is designed to prevent the exemption from being used where an expert has effectively been engaged to produce offer-specific content. If the expert’s work is tailored to the scheme’s affairs or the particular transaction, consent is expected.
(b) The expert must be independent and not conflicted (Regulation 3(4)(b)). The expert must be someone the signatories “reasonably believe” is an expert who:
- Has no material interest in the success of the issue or sale of the units (Regulation 3(4)(b)(i)).
- Is not acting at the instigation of, or by arrangement with the scheme, its manager, trustee, directors/equivalent persons, or any person with a material interest in the success (Regulation 3(4)(b)(ii)).
This is a conflict-of-interest safeguard. It requires more than formal credentials; it requires an assessment of independence and whether the expert is effectively aligned with the transaction’s success.
(c) The relevant statement must be a correct and fair reproduction of reliable source material (Regulation 3(4)(c)). The statement must be:
- a correct and fair copy of, or
- a representation of, or
- an extract from,
a statement or information published by a source that the signatories reasonably believe is reliable. This condition is crucial for content control: the exemption is not permission to paraphrase inaccurately or to selectively extract misleading portions.
(d) The offering document must include specific disclosures and disclaimers (Regulation 3(4)(d)). Wherever the relevant statement appears, the document must include a set of mandatory statements, including:
- Expert non-consent statement: a statement that the expert has not consented to the inclusion of the relevant statement for the purposes of section 249 of the SFA (as read with the relevant cross-referenced provisions), and therefore is not liable for the relevant statement under sections 253 and 254 (as read with the relevant cross-referenced provisions).
- Any disclaimer by the expert relating to reliance on the relevant statement, where the signatories are reasonably aware of it.
- Verification statement: whether the signatories have verified the accuracy of the relevant statement’s contents.
- Proper form and context statement: whether the signatories have included the relevant statement in its proper form and context.
- Proper citation identifying the source and the location within the source, including (where available) author/editor names, title, publication date and revision dates, and for internet sources the URL and version date.
These disclosure requirements are central to investor protection. They shift the compliance focus from “expert consent” to “document transparency and signatory accountability.”
How Is This Legislation Structured?
The Regulations are structured as a short, three-regulation instrument.
- Regulation 1 provides the citation and commencement.
- Regulation 2 sets out definitions used throughout the Regulations, including the key terms “principal Regulations” and “relevant statement.”
- Regulation 3 contains the operative exemption. It is drafted in layered form:
- Regulation 3(1) addresses prospectuses and profile statements under the SFA framework.
- Regulation 3(2) and 3(3) address offer information statements under different pathways in the SFA and the principal Regulations.
- Regulation 3(4) sets out the common conditions that must be satisfied for the exemption to apply, including independence/provenance requirements and mandatory disclosure content.
For practitioners, the cross-references to the SFA and the principal Regulations mean that compliance is not confined to this instrument; it must be read alongside the expert-consent regime it modifies.
Who Does This Legislation Apply To?
The Regulations apply to parties responsible for preparing and signing offering documents for offers of units in collective investment schemes in Singapore. While the Regulations do not expressly list “persons” in the extract, the operative language refers to “prospectus or profile statement” signatories and to the inclusion of relevant statements in those documents.
In practice, the compliance burden typically falls on the scheme’s manager, trustee, and their advisers (including legal counsel and document drafters), as well as any directors or equivalent persons involved in the sign-off process. The Regulations also implicitly require coordination with experts or publishers, because the mandatory citation and disclaimer content depends on the availability of source details and any expert disclaimers.
Why Is This Legislation Important?
This legislation matters because it provides a pragmatic compliance pathway for collective investment scheme offerings that include expert-derived information without obtaining formal expert consent. Without such an exemption, issuers might face delays, increased costs, or operational difficulties in securing consent for every piece of expert-referenced content.
However, the exemption is carefully constrained. The conditions in Regulation 3(4) prevent the exemption from being used to circumvent accountability where an expert is effectively engaged for the transaction or where the expert has a material interest or is acting under the scheme’s direction. The integrity requirements (correct and fair copy/extract from reliable sources) and the mandatory disclosure package ensure that investors are not misled about the expert’s role and the signatories’ verification practices.
From an enforcement and risk perspective, the Regulations also influence how practitioners should document their due diligence. The “reasonably believe” standards (for expert independence and source reliability) and the explicit statements about verification and proper form/context create a record trail that can be relevant in regulatory review or litigation. In other words, the exemption shifts the compliance narrative: instead of relying on expert consent, issuers must demonstrate robust sourcing, independence checks, and transparent disclosures.
Related Legislation
- Securities and Futures Act (Cap. 289) — including sections 249 (expert consent requirement), 302 (prospectus-related application), 305B (offer information statements), 253 and 254 (liability provisions referenced by the exemption)
- Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005 (G.N. No. S 602/2005) — the “principal Regulations”, including regulation 34 and regulation 36 and the Seventh Schedule (paragraphs 36 and 37 as cross-referenced)
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Collective Investment Schemes) (Exemption from Expert’s Consent Requirement) Regulations 2011 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.