An arrangement does not constitute a Fund if the arrangement is for the purposes of enabling or facilitating the operation of an employee compensation or reward scheme where the arrangement:
(a) makes Securities available only to:
(i) an Employee or former Employee of the Issuer or of another member of the same Group as the Issuer; or
(ii) a Close Relative of any such Employee; and
(b) is operated by the Issuer or by a member of the same Group as the Issuer or by a trustee who, in pursuance of the arrangements, holds the Securities issued by the Issuer for the benefit of any eligible Persons referred to in Rule 2.1.17(a)(i) or (ii).