Section 302B

the total amount raised by the person from such offers within any period of 12 months does not exceed —

$5 million (or its equivalent in a foreign currency); or

such other amount as the Authority may prescribe in substitution for the amount specified in sub‑paragraph (i);

in respect of each offer, the person making the offer gives the person to whom the offer is made —

the following statement in writing:“This offer is made in reliance on the exemption under section 302B(1) of the Securities and Futures Act 2001. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the scheme is not authorised or recognised by the Authority.”; and

a notification in writing that the units to which the offer (called in this sub‑paragraph the initial offer) relates must not be subsequently sold to any person unless the offer resulting in such subsequent sale is made —

in compliance with Subdivisions (2) and (3) of this Division;

in reliance on subsection (8)(c) or any other exemption under any provision of this Subdivision (other than this subsection); or

where at least 6 months have elapsed from the date the units were acquired under the initial offer, in reliance on the exemption under this subsection;

none of the offers is accompanied by an advertisement making an offer or calling attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with each offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by any of the following persons:

the holder of a capital markets services licence to deal in capital markets products that are units in a collective investment scheme;

an exempt person in respect of dealing in capital markets products that are units in a collective investment scheme;

a person licensed under the Financial Advisers Act 2001 in respect of marketing of collective investment schemes;

an exempt financial adviser as defined in section 2(1) of the Financial Advisers Act 2001;

a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are units in a collective investment scheme or marketing of collective investment schemes; or

a person who is exempt from the laws, codes or other requirements mentioned in sub‑paragraph (v) in respect of units in a collective investment scheme or marketing of collective investment schemes; and

no prospectus in respect of any of the offers has been registered by the Authority or, where a prospectus has been registered —

the prospectus has expired pursuant to section 299; or

the person making the offer has before making the offer informed the Authority by written notice of its intent to make the offer in reliance on the exemption under this subsection.

may only be accepted by the person to whom it is made; and

is made to a person who is likely to be interested in that offer, having regard to —

any previous contact before the date of the offer between the person making the offer and that person;

any previous professional or other connection established before that date between the person making the offer and that person; or

any previous indication (whether through statements made or actions carried out) before that date by that person to the person making the offer or any of the persons specified in subsection (1)(d)(i), (ii), (iii), (iv) and (v) that that person is interested in offers of that kind.

the amount payable for the units at the time when they are issued or sold;

if the units are issued partly‑paid, any amount payable at a future time if a call is made;

if the units carry a right (by whatever name called) to be converted into other units or to acquire other units in a collective investment scheme, any amount payable on the exercise of the right to convert them into, or to acquire, other units in a collective investment scheme.

by that person from any offer of units in the same collective investment scheme; or

by that person or another person from any offer of units in a collective investment scheme, securities or securities‑based derivatives contracts, which is a closely related offer,(if any) within that period in reliance on the exemption under subsection (1) or section 272A(1) must be included.

such offer is made in reliance on an exemption under any provision of this Subdivision (other than this section);

such offer is made in reliance on an exemption under subsection (1) and at least 6 months have elapsed from the date the units were acquired under the initial offer; or

such offer is one —

that may be accepted only by the person to whom it is made;

that is made to a person who is likely to be interested in the offer having regard to —

any previous contact before the date of the offer between the person making the initial offer and that person;

any previous professional or other connection established before that date between the person making the initial offer and that person; or

any previous indication (whether through statements made or actions carried out) before that date by that person to the person making the initial offer or any of the persons specified in subsection (1)(d)(i), (ii), (iii), (iv) and (v) that that person is interested in offers of that kind;

in respect of which the firstmentioned person has given the second‑mentioned person —

the following statement in writing:“This offer is made in reliance on the exemption under section 302B(8)(c) of the Securities and Futures Act 2001. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the scheme is not authorised or recognised by the Authority.”; and

a notification in writing that the units being offered must not be subsequently sold to any person unless the offer resulting in such subsequent sale is made —

that is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer; and

in respect of which no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by any of the persons specified in subsection (1)(d)(i), (ii), (iii), (iv) and (v).

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,that is published in connection with an offer of units in a collective investment scheme, but does not include —

a document —

purporting to describe the units in a collective investment scheme being offered; and

purporting to have been prepared for delivery to and review by persons to whom the offer is made so as to assist them in making an investment decision in respect of the units being offered;

a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange, which is made by any person; or

a publication which consists solely of a notice or report of a meeting or proposed meeting of the participants of the collective investment scheme, or a general meeting or proposed general meeting of the person making the offer, the responsible person or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the meeting or general meeting.