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Article 12
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The master agent shall publicly announce the following events within 3 days from the occurrence thereof:
- Revocation of the represented offshore fund’s approval or restriction of its investment activities by the competent authority in the place where the offshore fund is registered;
- Inability of the offshore fund institution to continue to conduct relevant business due to dissolution, suspension of business, transfer of business, merger or acquisition, cessation of business, voidance or revocation of its permit under laws or regulations of the country where it is located, or other similar material event;
- Voidance by the FSC of the registration of an offshore fund represented by the master agent;
- Any disposition made with respect to the offshore fund manager by the competent authority thereof;
- Any suspension or resumption of transactions of an offshore fund represented by the master agent;
- Any amendment or addition to the content of an offshore fund prospectus or other relevant documents delivered to investors with respect to an offshore fund represented by the master agent, where the change or addition materially affects investors’ rights or interests;
- Any investor litigation or material dispute in connection with the offering and sale in Taiwan of an offshore fund represented by the master agent;
- Any material change to the finances or business of the master agent;
- Any occurrence of a material event relating to the offshore ETF represented by the master agent, and such event materially affects investors’ rights or interests, or any approval to change the underlying index by the competent authority in the place where the ETF is registered;
- Any miscalculation of the fund's net asset value that reaches or exceeds the specified tolerable range set by the competent authority in the place where the offshore fund is registered;
- Any other event materially affecting investors’ rights or interests.
The master agent shall report any matter under subparagraph 1, 2, 4, 5, 9, or 10 of the preceding paragraph to the FSC within 3 days from its occurrence. The master agent shall, by the 5th day of the following month, summarize and report any matters under subparagraphs 6 to 8 or subparagraph 11 to the SITCA, which shall then forward the report to the FSC.
The master agent shall submit any of the following matters to the SITCA in advance for review and approval, and publicly announce the matter within 3 days after the approval:
- Any change in sub-distributors.
- Any change in participating dealers.
- In the case of an offshore fund represented by the master agent, any addition, suspension, resumption, or cancellation of the class that is offered and sold in Taiwan.
The SITCA shall report, on a monthly basis, any matters under subparagraphs 1 and 2 of the preceding paragraph to the FSC and the Central Bank of China (CBC), and any matters under subparagraph 3 to the FSC.
Where the master agent is unable to continue offering and distributing any offshore fund due to events referred to in subparagraphs 1 through 3 of paragraph 1, the master agent shall assist investors to carry out subsequent redemption, switch, or other relevant matters relating to the offshore funds.
An offshore fund shall require the approval of the FSC for any of the following events, and shall publicly announce such event within 3 days from its occurrence:
- Transfer, merger, or liquidation of the fund;
- Increase in the remuneration of the offshore fund manager or the custodian institution;
- Termination of the offering and sale of the offshore fund in Taiwan;
- Change of the offshore fund manager or the custodian institution of the offshore fund;
- Change of the fund name;
- Change of the basic investment policies or scope of the fund for investing in securities or trading securities related products, where inconsistent with the provisions of Article 23 hereof;
- Change of the fund type as a result of a change of its investment portfolio or strategy;
- Significant adjustment in the organization or change of name of the fund manager or the custodian institution.
- Any other matter required by the FSC for its approval.
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Article 26-1
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With respect to an offshore fund offered and sold by a master agent, the FSC may prescribe the total amount of the fund to be offered and sold in Taiwan as it deems necessary for management of the securities market.
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Article 27
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Except for offshore funds subject to Article 27-1 or Article 28 hereof, before an offshore fund may be offered and sold, the master agent of the offshore fund institution shall file a completed application (or filing) accompanied by the following documents with the SITCA, which shall review it and forward it to the FSC for approval or effective registration:
1. Documents evidencing compliance with the qualifications for a master agent of an offshore fund set out in Article 9 hereof;
2. The master agent agreement between the offshore fund institution and the master agent;
3. The personnel training program entered into between the offshore fund institution and the master agent;
4. Document evidencing that the master agent has posted the operating bond in accordance with regulations;
5. The document evidencing approval for public offering from the offshore fund’s place of registration;
6. Where application (or filing) is made to offer and sell more than one offshore fund, an itemized list thereof;
7. Relevant information including the most recent annual financial report of the offshore fund(s) and a Chinese language summary thereof, the investment portfolio, investor information summary, and Chinese translation of the prospectus;
8. Documents evidencing compliance with Article 24 hereof;
9. A written statement issued by the offshore fund institution representing that it will, at the request of the FSC, provide account books and records related to the purchase, redemption, or switch of the offshore fund, and information related to the rights and interests of investors for the FSC to review;
10. A written statement issued by the offshore fund manager representing its compliance with Article 23, paragraph 1, subparagraphs 1 to 5 hereof;
11. The most recent financial report of the offshore fund manager;
12. Document evidencing the credit rating of the custodian institution of the offshore fund(s);
13. An opinion issued by a lawyer stating that the level of protection for the rights and interests of investors in the place of registration of the offshore fund(s) is no less than that in Taiwan;
14. An opinion issued by a lawyer stating that the level of protection for the rights and interests of investors in the place of registration of the offshore fund manager is no less than that in Taiwan;
15. Document evidencing membership in the SITCA;
16. Other documents as may be required by the FSC.
Where the place of registration of the fund and the home country of the offshore fund manager are recognized and publicly announced by Taiwan, the documents listed in subparagraphs 13 and 14 of the preceding paragraph, are not required.
After an application or filing for the offering and sale of an offshore fund has been submitted to and approved by or effectively registered with the FSC, the master agent shall issue a statement that each sub-distributor meets the qualification requirements and submit the statement and the sub-distribution agreement to the SITCA for review and approval before the sub-distributor may begin to conduct such business.
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Article 27-1
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The master agent mandated by the offshore fund institution shall file a completed application accompanied by the following documents with the SITCA, which shall review it and forward it to the FSC for approval, and only then may the offshore ETF be offered and sold, and an application filed for listing and trading on the stock exchange:
- Documents as required under subparagraphs 1 to 3, 5 to 7, 9, 11, and 15 of paragraph 1 of the preceding article;
- A written declaration by the offshore fund institution of its compliance with subparagraphs 2 and 5 of paragraph 1 of Article 23;
- Document evidencing that it is already listed and traded on a securities exchange;
- List of participating dealers, participation agreements, and the agreements signed between the master agent and participating dealers.
- Other documents as may be required by the FSC.
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Article 28
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For offshore funds that were the subject of investment consulting by a SICE prior to the issuance of these Regulations, the master agent appointed by the offshore fund institution shall complete a written report and file it together with relevant documents with the FSC for effective registration before such funds may be offered and sold.
The required documents and procedures for reports filed by the master agent under the preceding paragraph shall be as publicly announced by the FSC.
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Article 40
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Unless otherwise provided by law, the master agent and the sub-distributor(s) may not:
- Offer or sell offshore funds by means of fraud, coercion, or other improper means;
- Agree with an investor to share profits or losses on investments in offshore funds;
- Engage in any false or deceptive act or other conduct obviously inconsistent with facts or intended to mislead others;
- Engage in any act contrary to the intent of the instructions of an investor or the investor's interests, without the consent of the investor, with intent to profit for itself or any third party;
- Utilize an investor's funds in breach of the investor's instructions;
- Continue to offer or sell an offshore fund after the offering and sale has been suspended, voided, or revoked by the FSC in accordance with Article 31 hereof;
- Allow any third party to use the name of the master agent, the sub-distributor, or an associated person of the master agent or the sub-distributor to engage in offering and sale of offshore funds, or appoint an unqualified distributor or associated person to engage in the offering and sale of offshore funds;
- Violate any law or regulation or any code of conduct set by a self-regulatory institution when engaging in the advertising and business promotion of an offshore fund;
- Engage in any other activity that is prohibited by a law or regulation or self-regulatory code.
The offshore fund institution and the master agent may not pay the sub-distributor or its personnel any remuneration, fees, or other benefits not specified in the sub-distribution agreement.
In conducting the business of selling offshore funds, the sub-distributor and its personnel may not receive from the offshore fund institution or master agent any remuneration, fees, or other benefits not specified in the sub-distribution agreement.
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