Notification On the Opt-In/Opt-Out Option for Accredited Investors

Background:

The regulatory requirements for the Accredited Investor (“AI”) are intended to enhance investor protection. The current AI regime involves an opt-in/opt-out process. Do familiarise yourself with the treatment of an AI and if you are in doubt, you should consult a professional adviser if you do not understand any consequence of being as an AI.

Accredited Investor Status

Based on the information you provided, you have been assessed by us to be an AI (please see Schedule 1 for more information) and we intend to treat you as an AI (please see Schedule 2 for more information) provided you agree to opt-in to indicate your consent to be treated as an AI. You will not be treated as an AI, if you choose not to opt-in.

Opting-In

If you would like us to serve you as an AI, you will be required to provide your consent to opt-in by ticking the Opt-In Confirmation box. Your signature on the account opening documents will constitute your consent to opting in once you ticked this Opt-In Confirmation box. Your “AI” status will apply to all your accounts with us, including joint accounts (unless any of your joint account holders choose not to opt-in in the case of your joint accounts). For corporate accounts, the corporate representative is responsible for checking the Opt-In Confirmation box if the intention is for the corporate account to be treated as an AI.

Opting-Out

After you have opted-in, you may at any time notify us that you do not consent to being treated as an AI. After 14 days of our receipt of your notice, we will discontinue treating you as an AI when you opt-out.

If you would like to opt-out of your “AI” status at the time of account opening, you will then need to tick the accompanying Opt-Out Confirmation box. Your signature on the account opening forms will indicate your consent to op out once you ticked this Opt-Out Confirmation box. We will notify you once your investor status has been updated in our records. Until such time, we will continue to treat you as an AI. When you opt-out, you will be served as a Non-AI which means we will no longer be able to offer you certain products and services that are offered only to AI clients. You will also be required to sign certain risk disclosure statements and/or have product restrictions placed on your trading. If you wish to subsequently opt-out after account opening, please contact our Customer Service Center.

Other Holders Not Opting in (Joint Account(s))

For a joint account to be opened with us with the intention of being served under the AI status, all account holders of the relevant Joint Account are required to provide their opt-in consent.

Should any one of the account holders of a Joint Account with AI status opt out, the Joint Account will be affected and we would no longer be able to offer you certain products and services that are only offered to AI clients via that Joint Account. We can only continue to provide non-AI services for dealing through that Joint Account. For the avoidance of doubt, this will not affect the status of accounts other than the relevant Joint Accounts(s). If you wish to subsequently opt-out after the joint account opening, please contact our Customer Service Center.

Corporations Not Opting in (Joint Account(s))

Should the Corporate Account not want to be treated as an AI, it can choose to opt out at the time of account opening. The corporate representative is responsible for ticking the Opt-Out Confirmation box if the intention is for the corporate account to be treated as an AI.

Should any one of the AI shareholders of a Corporate Account with AI status opt out, the Corporate Account will be affected and we would no longer be able to offer you certain products and services that are only offered to AI clients via that Corporate Account. We can only continue to provide non-AI services for dealing through that Corporate Account. For the avoidance of doubt, this will not affect the status of accounts other than the relevant Corporate Accounts(s). If you wish to subsequently opt-out after the corporate account opening, please contact our Customer Service Center.

SCHEDULE 1 – ACCREDITED INVESTOR AS DEFINED IN SECTION 4A(1)(a)(i) OF THE SFA

“Accredited investor” means

An individual

  • (a) those net personal assets exceed in value $2 million (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount;

  • (b) whose financial assets (net of any related liabilities) exceed in value $1 million (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount, where “financial asset” means —

  • (i) a deposit as defined in section 4B of the Banking Act;

  • (ii) an investment product as defined in section 2(1) of the Financial Advisers Act; or

  • (iii) any other asset as may be prescribed by regulations made under section 341of the SFA; or

  • (c) whose income in the preceding 12 months is not less than $300,000 (or its equivalent in a foreign currency)

In determining the value of an individual’s net personal assets for the purposes of subsection (1)(a)(i)(A), the value of the individual’s primary residence —

  • (a) is to be calculated by deducting any outstanding amounts in respect of any credit facility that is secured by the residence from the estimated fair market value of the residence; and

  • (b) is taken to be the lower of the following:

  • (i) the value calculated under paragraph (a);

  • (ii) $1 million.

A corporation

  • (a) its net assets exceed S$10,000,000 (or its equivalent in a foreign currency) as determined by

  • (i) its most recent audited balance-sheet or

  • (ii) its balance-sheet certified by the Corporation as giving a true and fair view of its state of affairs as of the date of the balance-sheet (which date is within the twelve (12) months preceding the date of submitting this form); or

  • (b) its entire share capital is owned by one or more persons, all of whom are accredited investors as defined in section 4A of the SFA.

SCHEDULE 2 – EXPLANATION OF EFFECT OF BEING TREATED AS AN ACCREDITED INVESTOR UNDER THE CONSENT PROVISIONS

General Warning: Accredited investors are assumed to be better informed, and better able to access resources to protect their own interests. Because accredited investors are considered to be more financially savvy, it is inferred they therefore require less regulatory protection. Investors who agree to be treated as accredited investors accordingly forgo the benefit of certain requlatory safeguards. However, it has been observed that using factors of net worth and/or net income to determine who is an accredited investor, is not necessarily a reflection of how financially savvy an investor can be. Investors should consult a professional adviser is they do not understand any consequence of being treated as an accredited investor.

The following sets out a summary of the effects under the consent provisions of you being treated by us as an accredited investor. Where we deal with you as an accredited investor, we would be exempt from complying with requirements under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) and certain requlations and notices issued thereunder.

Note: The regulatory requirements that we are exempted when dealing with you as an accredited investor are subject to regulatory changes and may be updated from time to time. Currently, the relevant consent provisions come under the Securities and Futures (Licensing and Conduct of Business) Regulations.

Under the SFA and the regulations and notices issued thereunder:

  1. Compensation from fidelity fund under Section 186(1) the SFA. Section 186(1) of the SFA provides for a fidelity fund to be held and applied for the purposes of compensating persons who suffer pecuniary loss because of certain defaults. You would not be entitled to be compensated from the fidelity fund, even if you have suffered pecuniary loss in the manner contemplated under Section 186(1) of the SFA.

  2. Prospectus Exemptions under Section 275 and 305 of the SFA. Sections 275 and 305 of the SFA 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 (including accredited investors). In addition, secondary sales made to institutional investors and relevant persons remain exempt from the prospectus registration requirement provided that certain requirements are met. You can be offered certain products that cannot be offered to retail investors. The issuer and/or offeror is not subject to the statutory prospectus liability under the SFA. 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 certain corporations and interests in certain trusts.

  3. Restrictions on Advertisements under Section 251 and 300 of the SFA. Section 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 unit of collective investment schemes from being made.

  4. 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 clients’ assets. We are exempt from treating your as a “retail investor” in relation to certain requirements pertaining to the treatment of a retail clients assets, as summarized below.

    • Customer Assets (Regulation 26(1)(a)): For retail investors, we deposit clients assets 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 into an account directed by the retail client to which the retail client 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. For an accreditor investor, we deposit client assets 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 into an account directed by the accredited investor.

    • Disclosure requirement (Regulation27A): For retail clients, we make certain disclosures (such as whether the assets will be commingled with other clietns 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. There is no such requirement for accredited investors.

    • Mortgage if client’s assets – the bank may mortgage, charge, pledge or hypothecate client's assets for a sum not exceeding the amount owed by the client to the bank (Regulation 34(2)): Prior to doing so, the bank must inform the retail client of this right and explain the risks and obtain written consent of the retail client. There is no equivalent requirement on an accredited investor.

    • Prohibition on transferring title of assets received from client to the bank or any other person (Regulation34A): The above prohibition applies to retail clients unless the assets are transferred in connection with borrowing or lending of specified products in accordance with Regulation 45 of the SFR. There is no such requirement for accredited investors.

    • Withdrawals from custody account to transfer the asset to any other person or account in accordance with the written direction of the client (Regulation 35(2)): For the retail clients, we are not permitted to transfer retail client's assets, to meet any of our obligations in relation to any transaction entered into by us for our benefit. There is no such requirement for accredited investors.

  5. Regulation 47BA of the SFR. Regulation 47BA of the SFR provides that a bank must not deal with a retail client as an agent when dealing in certain markets products. We ae not subject to this prohibition if you are an accredited investor and may deal with you as an agent in relation to over-the-counter derivatives contracts and/or spot foreign exchange contracts, for the purposes of leveraged foreign exchange trading.

  6. Regulation 47E of the SFR. We are not under any obligation under Regulation 47E(1) and (2) of the SFR to provide for certain risk disclosure requirements for (a) trading in futures contracts, spot FX contracts for the purposes of leveraged FX trading and FX OTC derivatives (the “Products”), (b) soliciting or entering into fund management agreements to manage Products for you.

  7. Section 99H(1)(s) of the SFA read with Regulations 3A(5)(c), (d), (e) and (7) of the SFR. If we appoint a provisional representative or temporary representative in respect of any SFA regulated activity, we would undertake certain responsibilities in relation to the representative’s interactions with any client or member of the public. We are not under any statutory obligation to restrict the interaction with you that may be undertaken by such representatives.

  8. Regulation 33 of the SFR. We are not under any statutory obligation under Regulation 33(2)(a) of the SFR to explain the risks involved to you prior to us lending or arranging for a custodian to lend your specified products.

  9. Regulation 40 of the SFR. Provided: (a) we have made available to you (on a real-time basis) with your consent monthly and quarterly statements of account containing prescribed particulars electronically or (b) you have requested in writing not to receive the statement of account, we are not under any statutory obligation under Regulation 40(1) of the SRG to furnish a monthly or quarterly statement of account to you.

  10. Regulation 45 of the SFR. 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. Where we provide assets to you as collateral for the borrowing, unlike for retail investors, the agreement does not have to include the requirement to mark-to-market on every business day the specified products that are borrowed nor the minimum collateral comprising specified products nor procedures for calculating the margins.

  11. Regulation 47DA of the SFR. We are not required to provide certain general risk disclosures or disclose to you the capacity in which we act when opening a trading account for entering into transactions of any products that are not future contracts, spot FX contracts and FX OTC derivatives.

  12. MAS Notice on the Sale of Investment Products [Notice No SFA 04-N12]. This MAS Notice sets out requirements which apply to a licensed person who deals in investment products to its clients. We are statutorily not required to conduct a Customer Knowledge Assessment or Customer Account Review to determine your investment experience and knowledge nor are we required to comply with certain procedures, including furnishing certain risk warnings on overseas-listed investment products.

ACKNOWLEDGEMENT OF RECEIPT OF THIS NOTIFICATION ON THE OPT-IN/OPT-OUT OPTION FOR ACCREDITED INVESTORS

Your signature on the account opening forms will indicate your acknowledgement that you have read this NOTIFICATION ON THE OPT-IN/OPT-OUT OPTION FOR ACCREDITED INVESTORS and understand its contents.