• FUNDS 5.1 FUNDS 5.1 Excluded transactions and offers

    • FUNDS 5.1.1

      The activities specified in Rules 5.1.2, 5.1.3 and 5.1.4 are hereby prescribed as not constituting an Offer, of a Unit, for the purposes of the FSMR and these Rules.

    • FUNDS 5.1.2 FUNDS 5.1.2

      A Person does not make an Offer of a Unit by offering to sell or transfer a Unit that is owned by that Person if the offer to sell or transfer:

      (a) is capable of acceptance only by the Person to whom that offer is made; and
      (b) is not made by way of a financial promotion as defined in Schedule 2 of the FSMR.

      • Guidance

        While a Person who makes personal offers of the kind referred to in Rule 5.1.2 does not attract the Prospectus disclosure obligations in these Rules, if that Person frequently sells Units held by him, he would be likely to be 'Dealing in Investments as Principal'. As a result, such a Person would need to be licensed. Similarly, a Person who obtains Units for the purposes of secondary sales would be likely to be regarded as making those sales "by way of business" and would thus trigger the need to be licensed.

    • FUNDS 5.1.3

      (1) A Person does not make an Offer of a Unit if that Person is an Authorised Person and it undertakes a Transaction in relation to a Unit of a Fund if the Transaction is:
      (a) an Execution-Only Transaction undertaken for or on behalf of a Client;
      (b) a trade executed for or on behalf of a Client in accordance with a Discretionary Portfolio Management Agreement entered into with that Client; or
      (c) effected with the Fund Manager of a Fund for the purposes of redeeming a Unit of that Fund for or on behalf of a Client.

    • FUNDS 5.1.4

      A Person does not make an Offer of a Unit if that Person is an Authorised Person and the Offer is made only to, or directed only at, a Market Counterparty.