Article 22: Fund Offering Requirements

Article 22: Fund Offering Requirements

a. The Fund Manager may not offer units of a Fund unless the following are fulfilled:

1) notifies the Authority in writing prior to the proposed date of the offering;

2) submits to the Authority a declaration in the form set out in Annex (1) of these Instructions;

3) submits to the Authority copies of the Fund’s Terms and Conditions and the offering documents, which must include a statement in the form set out in Annex (2) of these Instructions;

4) pays the registration fee as determined by the Authority; and

5) provides any other information required by the Authority.

b. If the Authority, after receiving the private offering notification and the relevant information and documents pursuant to paragraph (a) of this Article, considers that the proposed offering of units may not be commensurate with the fund manager’s ability or may result in a breach of the Capital Market Law or its Implementing Regulations, it may take any of the following actions:

1) carry out any enquiries it considers appropriate, including requiring the concerned person or its representative to appear before the Authority to answer the Authority’s questions and to explain any matters the Authority considers relevant to the offering; or

2) require the concerned person or others to provide additional information, or to confirm the accuracy of the information provided in such manner as the Authority may specify.

c. The Authority may suspend the offering until the completion of the procedures taken pursuant to paragraph (b) of this Article.

d. If the Authority determines that the offering may not be commensurate with the Fund Manager’s ability or may result in a breach of the Capital Market Law or its Implementing Regulations, it may issue a “Notification” to the Fund Manager stating that the offering is not to be made, or publish a “Notice” prohibiting the offering.

e. If the Authority has not taken any of the procedures stated in paragraph (b) of this Article, it shall, at the request of the Fund Manager, issue a notice stating that it has no objection to the offering of the Fund’s units.

f. The Fund Manager must provide the Authority within (10) days from the end of the Fund’s offering period with a statement of the results of the offering in the form set out in Annex (3) of these Instructions.

g. If the offering is not completed, the Fund Manager must provide the Authority within (10) days from the end of the offering period with a written notification confirming that the offering has not been completed, and must return to the unitholders their subscription monies together with any returns generated from investing such monies without any deductions.

h. The Fund Manager must notify the Authority within (10) days from the date of the Fund’s operation.

i. If the Fund takes the form of a special purposes entity, the Fund Manager must have the by-laws certified by the relevant authority before offering the Fund’s units.