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These Guidelines have been promulgated in accordance with Paragraph 2, Article 22 of the Rules Governing Offshore Funds.
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A general agent agreement, entered into between an offshore fund institution and its appointed general agent, and a sales agent agreement, entered into between the general agent and the sales agent, must be handled according to the provisions set forth in these Guidelines.
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When an offshore fund institution appoints the sole general agent for the offering and sale of offshore funds on its behalf, it must sign a written general agent agreement with the general agent which states the rights and obligations between the two parties.
The aforesaid general agent agreement must contain the following items:
- The names and addresses of the offshore fund institution and the general agent;
- The rights, obligations, and responsibilities of the offshore fund institution;
- The rights, obligations, and responsibilities of the general agent;
- The method and scope of the general agent's services;
- The method by which the offshore fund institution pays remunerations and fees;
- The method of notification by the offshore fund institution regarding information which needs to be reported or announced;
- The matters to be handled by the general agent regarding short-swing trading as stated in the offshore fund's prospectus;
- The matters to be handled by the general agent in connection with attending beneficiary meetings or shareholders' meetings, and exercising of the investor's rights where the general agent acts as an investor and purchases the offshore fund under its own name;
- Amendments to, or termination of the agreement;
- The commencement date and duration of the agreement;
- Dispute resolution and jurisdiction; and
- Any other matters which might have an impact on the investor's rights and are required to be recorded by the Financial Supervisory Commission (the "FSC").
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When a general agent engages an eligible sales agent to handle matters involving the offering and sale of offshore funds, it must sign a written sales agent agreement with the sales agent which states the rights and obligations between the two parties.
The aforesaid sales agent agreement must contain the following items:
- The names and addresses of the general agent and sales agent;
- The rights, obligations, and responsibilities of the general agent;
- The rights, obligations, and responsibilities of the sales agent;
- The method and scope of the sales agent's services;
- The method by which the general agent or sales agent pays remunerations and fees;
- The matters to be handled by the sales agent regarding short-swing trading as stated in the offshore fund's prospectus;
- The matters to be handled by the sales agent in connection with attending beneficiary meetings or shareholders' meetings, and exercising of the investor's rights where the sales agent acts as an investor and purchases the offshore fund under its own name;
- Amendments to or termination of the agreement;
- The commencement date and duration of the agreement;
- Dispute resolution and jurisdiction; and
- Any other matters which might have an impact on the investor's rights and are required to be recorded by the FSC.
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These Guidelines will take effect after they have been approved by the board of this Association and approved by the FSC. Any amendments thereafter must be handled in the same manner.
(The English translation has been provided by courtesy of Lexcel Partners, Attorneys-at-Law at the engagement by the Securities Investment Trust and Consulting Association.)
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