CHILE Law and Practice Contributed by: Felipe Díaz Toro, Victor Riadi and Ignacio Ruiz Rodríguez, EDN Abogados
and there is no use of mass media means of dissemination, such as the press, radio, televi - sion and the internet accessible publicly inside or from Chile, regardless of the place where they are produced or broadcasted. For the avoidance of doubt, this exemption provides that the fol - lowing media shall not be considered to be mass media means of dissemination: • letters, emails and other communications, whether physical or electronic, that are exclusively addressed to a designated person identified in the communication; and • telephone calls, meetings, personal interviews and electronic systems of restricted access. Pursuant to NCG No 336 of the CMF (“NCG 336”), an offer of securities shall not constitute a public offer, provided the person making the offer complies with the disclosure requirements and adopts the compliance procedures estab - lished in NCG 336. Securities sold on a private placement basis must comply with the compliance requirements established in NCG 336, Section IV of which provides that the individuals or entities that make private offers of securities, in accordance with the general rule issued by the CMF, will be responsible for adopting all necessary measures and safeguards in order to: • verify the identity and status as a qualified investor of the persons to whom the offers of the securities are addressed; • comply with the conditions, limits and amounts necessary for the offer to be consid - ered a private offer of securities; and • accredit, whenever instructed to do so by the CMF, the due compliance of the obligations set forth in NCG 336.
Securities sold on a private placement basis must comply with the disclosure requirements established in NCG 336. FIPs cannot perform any marketing activities besides private offerings of their units in accordance with NCG 336, which establishes the following requirements and pro - cedures: • a maximum of 50 non-qualified investors; • a maximum of 250 high net worth individuals; • qualified investors only; and • entities managed exclusively by qualified investors. Said private offering must provide acknowledge - ment of the following to targeted investors: • The offering is performed in accordance with the requirements set out in NCG 336 of the CMF. • It refers to non-registered units of a fund and, consequently, its public offering is not allowed. • The units represent participations in a fund unsupervised by the CMF. • The issuing fund is not obliged to inform the CMF of the characteristics of the units. 2.3.6 Rules Concerning Marketing of Alternative Funds Alternative investment funds are not subject to specific marketing rules, with the exception of the rules established for the private offerings of FIPs. The marketing of MMFFs and FIs is gov - erned by the rules set for the offering of securi - ties, while FIPs can only perform a private offer - ing. In this regard, the LUF expressly establishes a prohibition on performing any public offer of FIP units, their profitability or the promotion of private fund management service.
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