Chile
Answer ... General: In Chile, marketing activities that do not qualify as a public offer are unregulated.
However, the Securities Market Act defines ‘public offer’ in very broad terms, as any offer addressed to the public or to a certain sector or specific group of the public. Thus, whether a fund offering qualifies as public is something that needs to be determined according to the factual circumstances of each case.
Securities offerings that do not meet the public offer test are private offerings, and are therefore excluded from the remit of the Securities Market Act; this constitutes a common practice in Chile. The CMF has set out the conditions that an offer must meet in order not to be a public offer of securities in General Regulation 336. We recommend a close examination of the terms of any securities offer, to avoid falling within the scope of the public offer regime.
Public AIFs: Units of a Public AIF may be marketed only commencing on the business day following the deposit of the bylaws of the AIF with the CMF. The units shall be deemed publicly offered securities for all legal purposes.
Private AIFs: It is not possible to make a public offering of units of a Private AIF. Moreover, the Single Funds Act prohibits the marketing and promotion of fund management services concerning Private AIFs.
Foreign alternative investment funds (“Foreign AIFs”): For further details on marketing foreign investment funds in Chile please see “Brief Guide to Marketing of Foreign Investment Funds in Chile” available at https://www.mondaq.com/Government-Public-Sector/882010/A-Brief-Guide-To-Marketing-Foreign-Investment-Funds-In-Chile.
Chile
Answer ... See question 5.1
Chile
Answer ... See question 5.1
Chile
Public AIFs: The marketing of fund units must comply with the disclosure requirements imposed by the CMF. The CMF mandates that Authorised FMs provide investors with an information document setting out the key characteristics of the fund to enable them to make an informed decision. The information document must contain the following information:
- identification of the AIF;
- the series of the AIF (if any);
- the AIF’s main purpose;
- the profile of investors suitable to invest in the AIF;
- risks associated with the investments;
- tax benefits;
- historical performance;
- simulations;
- summary of fees and expenses;
- redemption and duration of the AIF;
- the AIF’s supervisory entity (i.e., the CMF); and
- further information about the AIF.
Private AIFs: The marketing of units in a Private AIF should comply with Regulation 336, which sets out the conditions that an offer must meet in order not to be a public offer of securities. In addition, any communication issued in respect of the Private AIF must explicitly set out that the fund is not regulated or supervised by the CMF.
Foreign AIFs: Please see our “Brief Guide to Marketing of Foreign Investment Funds in Chile” available at https://www.mondaq.com/Government-Public-Sector/882010/A-Brief-Guide-To-Marketing-Foreign-Investment-Funds-In-Chile for further details.
In addition, any communication issued by the Authorised FM or by the Private FM in respect of the Private AIF must explicitly set out that the fund is not regulated or supervised by the CMF.
Chile
Answer ... See question 5.5.
Chile
Answer ... Unregistered securities: No. A Foreign AIF does not need to appoint a local marketing entity to offer its unregistered securities to Chilean investors; a Foreign AIF can offer them directly on a cross-border basis, without the need for a licence. It is advisable that any such marketing relies on the private offer safe harbour set out in General Regulation 336.
Registered securities: No. A Foreign AIF does not need to appoint a local marketing entity to offer its registered securities to Chilean investors; a Foreign AIF can place them directly on a cross-border basis, without the need for a licence, provided it is done in compliance with registration, information, and reporting requirements applicable to registered securities under domestic laws and regulations.
Please see our ”Brief Guide to Marketing of Foreign Investment Funds in Chile” available at https://www.mondaq.com/Government-Public-Sector/882010/A-Brief-Guide-To-Marketing-Foreign-Investment-Funds-In-Chile for further details.
Chile
Answer ... Public AIFs: Marketing among retail investors will likely be characterised as a public offer of securities. As such, it is permitted solely for AIFs structured as Public AIFs, provided their bylaws have been deposited with the CMF.
Private AIFs: See above.
Foreign AIF: Marketing among retail investors will likely be characterised as a public offer of securities. As such, it is permitted solely upon registration of the shares/units of the Foreign AIF with the CMF.
