5. The Sixth Schedule to the principal Regulations is amended by deleting sub-paragraphs (1) and (2) of paragraph 1 and substituting the following sub-paragraphs:“(1) No person shall make an offer of units in a restricted scheme unless —(a) | it is a restricted Singapore scheme or a restricted foreign scheme; and | (b) | the offer is made in or accompanied by an information memorandum —(i) | that complies with sub-paragraph (2); and | (ii) | a copy of which is submitted to the Authority for record purposes. |
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(2) An information memorandum issued in connection with an offer of units in a restricted scheme shall —(a) | except where the scheme is also authorised or recognised by the Authority under section 286 or 287 of the Act, as the case may be, contain the statement “the scheme is not authorised or recognised by the Authority and units in the scheme are not allowed to be offered to the retail public”; | (b) | contain the statement “the information memorandum is not a prospectus as defined in the Act and, accordingly, statutory liability under the Act in relation to the content of prospectuses does not apply, and the offeree should consider carefully whether the investment is suitable for him”; and | (c) | state —(i) | the investment objectives and focus of the restricted scheme, and the investment approach of the manager for the scheme; | (ii) | the risks of subscribing for or purchasing units in the restricted scheme; | (iii) | whether the offer of units in the restricted scheme is regulated by any financial supervisory authority and, if so, the title and jurisdiction of the legislation under which the restricted scheme is regulated and the name and contact details of the authority; | (iv) | in the case of a restricted Singapore scheme, the name and place of incorporation of the manager for the scheme and, where applicable, the trustee or custodian for the scheme; | (v) | in the case of a restricted foreign scheme —(A) | where the scheme is a corporation —(AA) | its place of incorporation and business address; and | (AB) | the name and place of incorporation or registration of the manager for the restricted foreign scheme and, where applicable, the trustee or custodian for the restricted foreign scheme; or |
| (B) | where the scheme is not a corporation, the name and place of incorporation or registration of the manager for the restricted foreign scheme and, where applicable, the trustee or custodian for the restricted foreign scheme; |
| (vi) | whether the manager for the restricted scheme and, where applicable, the trustee or custodian for the restricted scheme, are regulated by any financial supervisory authority and, if so, the name and contact details of the authority; | (vii) | where applicable, the conditions, limits and gating structures for redemption of the units; | (viii) | where applicable, the policy of the restricted scheme regarding side letters that may further qualify the relationship between the restricted scheme and selected investors, and the nature and scope of such side letters; | (ix) | where applicable, the past performance of the restricted scheme, or where information on the past performance of the scheme may be obtained; | (x) | the details on where the accounts of the restricted scheme may be obtained; and | (xi) | the fees and charges payable by the investors and by the restricted scheme. |
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(2A) Where a person makes an offer of units in a restricted Singapore scheme or restricted foreign scheme that has been entered, before 1st July 2013, into the list of restricted schemes maintained by the Authority —(a) | sub-paragraphs (1) and (2) shall only apply to the person from (and including) the due date of the next annual declaration in respect of the scheme (being a date that is on or after 1st July 2013) in relation to any offer made on or after that due date; and | (b) | sub-paragraphs (1) and (2) as in force immediately before 1st July 2013 shall continue to apply to the person prior to that due date in relation to any offer made before that due date.”. |
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