Clause 305

in the case of a scheme (referred to in this section as a restricted authorised scheme) which is constituted in Singapore, Subdivisions (2) and (3) of this Division shall not apply, except to such extent and with such modifications as may be prescribed; and

in the case of a scheme (referred to in this section as a restricted recognised scheme) which is constituted outside Singapore, Subdivisions (2) and (3) of this Division shall not apply, except to such extent and with such modifications as may be prescribed,if —

the offer or invitation is not accompanied by an advertisement making an offer or invitation or calling attention to the offer or invitation, or intended offer or invitation;

no selling or promotional expenses are paid or incurred in connection with the offer or invitation other than those incurred for administrative or professional services or incurred by way of commission or fee for services rendered by the holder of a capital markets services licence to deal in securities or an exempt person in respect of dealing in securities;

the offer or invitation is made in or accompanied by an information memorandum which —

contains the following statement: “The offer or invitation which is the subject of this information memorandum is only allowed to be made to sophisticated investors and not the retail public. Moreover, this information memorandum is not a prospectus as defined in the Securities and Futures Act. Accordingly statutory liability under that Act in relation to the content of prospectuses would not apply. You should consider carefully whether the investment is suitable for you.”; and

states the particulars in respect of the collective investment scheme referred to in subsection (2); and

the units in the scheme, if subscribed for or purchased in Singapore, are issued subject to the condition that they shall not be transferable except by operation of law.

the investment objectives, focus and approach of and risks of subscribing for or purchasing units in the scheme;

whether the offer or invitation in respect of units in the scheme is regulated by any financial supervisory authority and if so, the title and jurisdiction of the legislation under which the scheme is regulated and the name and contact details of the authority;

in the case of a restricted authorised scheme, the name and place of incorporation of the manager for the scheme and the trustee for the scheme, where applicable;

in the case of a restricted recognised scheme which —

is constituted as a corporation —

its place of incorporation and business address; and

the name and place of incorporation or registration of the manager for the scheme and the trustee or custodian for the scheme, where applicable;

is not constituted as a corporation, the name and place of incorporation or registration of the manager for the scheme and the trustee or custodian for the scheme, where applicable;

whether the manager for the scheme and the trustee for the scheme, where applicable, are regulated by any financial supervisory authority and if so, the name and contact details of the authority.

a written or printed communication;

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

a communication by means of a recorded telephone message,that is published in connection with an offer or invitation in respect of units in a collective investment scheme but does not include an information memorandum;

purporting to describe a collective investment scheme; and

purporting to have been prepared for delivery to and review by sophisticated investors so as to assist them in making an investment decision in respect of units in the scheme which are the subject of an offer or invitation;

a person who acquires units in a collective investment scheme, pursuant to the offer or invitation in question, as principal if the aggregate consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction whether such amount is paid for in cash, by exchange of shares or other assets; or

a person who acquires units, pursuant to the offer or invitation in question, as principal and —

whose total net personal assets exceed $2 million (or its equivalent in a foreign currency) or whose income in the preceding 12 months is not less than $300,000 (or its equivalent in a foreign currency) at the time of the acquisition; or

in the case of a corporation, whose total net assets exceed $10 million in value (or its equivalent in a foreign currency) as determined by the last audited balance-sheet of the corporation; or

an officer of the person making the offer or invitation or a spouse, parent, brother, sister, son or daughter of that officer or of the person making the offer or invitation, if he is a natural person.