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  • CIR 14.5 CIR 14.5 Obligation Relating to Making a Prospectus Available

    • CIR 14.5.1 CIR 14.5.1

      (1) A Fund Manager of a Domestic Fund must make the Fund's most recent Prospectus available free of charge to any Unitholder and to any Person who is eligible to invest in the Fund when making an Offer to issue or sell a Unit of the Fund to such a Person, and, in any case, must not enter into a Transaction relating to the issue or sale of a Unit of the Fund with a Person unless that Transaction results from an Excluded Offer as defined in CIR section 4.1 of this module.
      (2) A Fund Manager of a Domestic Fund which is an Exempt Fund or a Qualified Investor Fund must not, and must not cause any other Person to, make an Offer of Units of such a Fund in a manner that would result in a breach of the requirements in Article 16(4) or (5) of the Law as is applicable to that Fund.
      Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]
      [Amended] DFSA RM137/2014 (Made 21st August 2014). [VER17/06-14]

      • CIR 14.5.1 Guidance

        1. CIR Section 4.1 of this module contains the definitions of Excluded Offers, such as Execution-only Transactions and Transactions with market Counterparties.
        2. A Fund Manager should note the requirements in Article 50(1) of the Law. Accordingly, a Prospectus drawn up pursuant to CIR Rule 14.1.3 should be made available to prospective Unitholders for as long as the Offer is open and once the Offer is closed, the Fund Manager's obligation to make the Prospectus available would cease.
        3. Articles 16(4) and (5) of the Law set out the conditions that must be satisfied for Exempt Funds and Qualified Investor Funds. In particular, these articles require that Units in an Exempt Fund or a Qualified Investor Fund may only be Offered for issue or sale by means of a Private Placement with Professional Clients.
        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]
        [Amended] DFSA RM137/2014 (Made 21st August 2014). [VER17/06-14]
        [Amended] DFSA RM218/2018 (Made 22nd February 2018). [VER23/12-18]

    • CIR 14.5.2

      (1) Where an Authorised Firm Offers a Unit of a Domestic Fund to a Person it must make available to that Person a copy of the most recent Prospectus at the time of the Offer or before effecting the Transaction in relation to the Units, unless that Transaction results from an Excluded Offer as defined in CIR section 4.1 of this module.
      (2) An Authorised Firm must not make an Offer of Units of an Exempt Fund or a Qualified Investor Fund in a manner that would result in a breach of the requirements in Articles 16(4) or (5) of the Law as is applicable to that Fund.
      Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]
      [Amended] DFSA RM137/2014 (Made 21st August 2014). [VER17/06-14]

    • CIR 14.5.3 CIR 14.5.3

      A Fund Manager and an Authorised Firm making an Offer of a Unit of a Fund meet the requirement in CIR Rule 14.5.1(1) or CIR Rule 14.5.2(1) as is relevant by:

      (a) maintaining at its place of business in the DIFC copies of the relevant Prospectus for inspection by Clients and by the DFSA during normal business hours; or
      (b) being able to advise readily of a location in the DIFC where copies of the Prospectus are available.
      Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]

      • CIR 14.5.3 Guidance

        Copies of the Prospectus may be stored electronically so long as Clients and the DFSA have and immediate access.

        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]