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C. Placing and Distributing Virtual Assets

1. VASPs providing services to an Issuer or otherwise in relation to the placing of Virtual Assets with investors must have written controls in place to prevent, monitor, manage and disclose any conflicts of interest when placing Virtual Assets with their own clients, including in relation to the pricing of the initial placement or distribution of those Virtual Assets.
2. For the purposes of this Rule II.C of this Broker-Dealer Services Rulebook, the “placing” of Virtual Assets shall include any marketing conducted by a VASP for or on behalf of the Issuer of the VAs as well as the actual sale or placement of any Virtual Assets.
3. Prior to agreeing a sale to any client or investor of newly issued Virtual Assets, VASPs shall disclose to that counterparty [and obtain consent from the Issuer allowing the VASP to disclose to the counterparty]—
  a. the basis on which they are acting for the Issuer, including whether they will receive any fees, incentives or non-monetary benefits from the Issuer or any third party in relation to the placement or distribution of the Virtual Assets;
  b. the timing of the issuance and settlement of the Virtual Assets; and
  c. information on the intended target market of the Virtual Assets.