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  • MKT 6 MKT 6 Listed Funds

    • MKT 6.1 MKT 6.1 Application

      • MKT 6.1.1

        This chapter applies to:

        (a) every Reporting Entity of a Listed Fund; and
        (b) any other Person specified in the Rules.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.2 MKT 6.2 General Requirements

      • MKT 6.2.1

        (1) A Person may have the Units of a Fund admitted to an Official List of Securities only if:

        (a) in the case of a Domestic Fund, it is a Public Fund; and
        (b) in the case of a Foreign Fund:
        (i) it is a Designated Fund from a Recognised Jurisdiction; or
        (ii) it is a Fund approved by the DFSA as a Fund subject to equivalent regulation as that applying to a Public Fund; and
        and it meets the relevant criteria in (2) as applicable.

        (2) The relevant criteria for the purposes of (1)(b) are:

        (a) in the case of a fund that meets the criteria of a Property Fund, it is a closed-ended investment vehicle and 60% or more of the Fund's assets comprise Real Property;
        (b) in the case of a fund that is referred to in its offer documents as an "Exchange Traded Fund" or "ETF", it complies with CIR Rule 3.1.12; and
        (c) in the case of a fund that is referred to in its offer documents as an "Islamic Exchange Traded Fund" or "Islamic ETF", it complies with IFR Rule 6.13.1(2).
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
        [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

      • MKT 6.2.2 MKT 6.2.2

        Where an obligation applies to a Reporting Entity of a Fund under a provision of this chapter, except where expressly provided otherwise, the Governing Body of the Reporting Entity must ensure compliance with that obligation.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.2.2 Guidance

          In the case of an Investment Company (Fund) which has as its Fund Manager a licensed Corporate Director, the Reporting Entity of that Fund is its Corporate Director. See CIR section 8.1A for details relating to Corporate Directors.

          Derived from DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

    • MKT 6.3 MKT 6.3 Prospectus Requirements Relating to a Listed Fund

      • MKT 6.3 Guidance

        1. The Prospectus requirements including content and structure in chapter 2 of this module do not apply to Prospectuses relating to Units of Funds. Prospectus requirements that apply to Offer of Units of Funds are found in the Collective Investment Law 2010 and the CIR module. See Article 10(1) of the Law which disapplies chapter 2 of this module to Fund Prospectuses.
        2. However, under Article 14(1)(b) of the Law, a Prospectus is required for the purposes of admitting any Securities, including Units, to trading on an Authorised Market Institution. The Rules in this section 6.3 are designed to enable a Person seeking to have Units of a Fund admitted to trading on an Authorised Market Institution to be able to use a Prospectus prepared in accordance with the requirements in the Collective Investment Law 2010 and the Rules in the CIR module if it is a Domestic Fund. In the case of Foreign Funds, the offer documents prepared in accordance with the requirements in a foreign jurisdiction will be acceptable in the circumstances prescribed in this section.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.3.1

        (1) A Person intending to have Units admitted to trading on an Authorised Market Institution must, subject to (2), (3) and (4), submit to the DFSA:
        (a) a completed application using the appropriate form set out in AFN and the relevant fee prescribed in FER;
        (b) a Prospectus relating to the Fund ("Fund Prospectus") which:
        (i) complies with, in the case of a Domestic Fund, the requirements in the Collective Investment Law 2010 and CIR that apply to a Public Fund and, where that Fund is also an Islamic Fund, the additional requirements in IFR chapter 6;
        (ii) is prepared, in the case of a Foreign Fund, in accordance with the requirements in Rule 6.3.3; and
        (iii) contains, unless it is an Islamic Listed Fund, a prominent disclaimer in bold, on the front page of the Prospectus, as follows:
        "The DFSA does not accept responsibility for the content of the information included in the Prospectus, including the accuracy or completeness of such information. The liability for the content of the Prospectus lies with the Issuer of the Prospectus and other Persons, such as Experts, whose opinions are included in the Prospectus with their consent. The DFSA has also not assessed the suitability of the Securities to which the Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Securities to which the Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
        (c) where subsequent drafts or versions of the Fund Prospectus are submitted, a marked up version showing changes from the previous version submitted to the DFSA;
        (d) if information is incorporated in the Fund Prospectus by reference to another document, a copy of that other document;
        (e) the identity of the Person who is or intends to be the Reporting Entity;
        (f) contact details of two individuals who are sufficiently knowledgeable about the content of the document referred to in (b) to be able to answer queries of the DFSA during business hours; and
        (g) any other information that the DFSA may require.
        (2) The application in (1) must be submitted to the DFSA:
        (a) in the case of an applicant who has not made a previous Prospectus Offer, at least [20] business days prior to the intended date on which the applicant expects the Prospectus to be approved;
        (b) in other cases, at least [10] business days before the intended date on which the applicant expects the Prospectus to be approved; and
        (c) in the case of a Supplementary Prospectus, as soon as is reasonably possible.
        (3) In the case of a Supplementary Prospectus, the application for approval must:
        (a) be made using the appropriate form set out in the AFN module;
        (b) accompanied by the relevant fee prescribed in the FER module; and
        (c) include:
        (i) in the case of a Domestic Fund, a Supplementary Prospectus which meets the requirements in the Collective Investment Law 2010 and the CIR Rules; and where that Fund is an Islamic Fund, the additional requirements in IFR; and
        (ii) in the case of a Foreign Fund, a document which meets the equivalent requirements applicable in the jurisdiction in which the Fund is established or domiciled.
        (4) In the case of a Passported Fund, the following disclaimer must be used instead of the disclaimer specified in (1)(b)(iii):

        "This is an Approved Prospectus for the purposes of admitting Securities, including units, to trading on an Authorised Market Institution in the Dubai International Financial Centre.

        Notwithstanding that the DFSA has approved the prospectus, the DFSA does not accept responsibility for the content of the information included in the Prospectus, including the accuracy or completeness of such information. The liability for the content of the Prospectus lies with the Issuer of the Prospectus and other Persons, such as Experts, whose opinions are included in the Prospectus with their consent.

        No other regulatory authority in the UAE has any responsibility for reviewing or verifying this prospectus or any other documents in connection with the promotion of this fund. Accordingly, no such authority in the UAE has approved this prospectus or any other associated documents, nor taken any steps to verify the information set out herein, and therefore no regulatory authority in the UAE has any responsibility for the same.

        This Passported Fund is a Public Fund and, accordingly, the units thereof may be promoted, including by means of a public offer of the units for public subscription, to persons in [insert relevant Host Jurisdiction(s)].

        The DFSA has also not assessed the suitability of the Securities to which the Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Securities to which the Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
        [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]
        [Amended] DFSA RM238/2019 (Made 20th February 2019). [VER14/02-19]

      • Approval of a Prospectus

        • MKT 6.3.2 MKT 6.3.2

          (1) The DFSA will approve a Fund Prospectus which has been filed with the DFSA in accordance with Rule 6.3.1 as soon as reasonably practicable where it is satisfied that the Prospectus complies with all the requirements applicable to that Prospectus.
          (2) A Fund Prospectus is not an Approved Prospectus for the purposes of Article 14(2) of the Law unless the DFSA has issued to the applicant a notice stating its approval:
          (a) of the Prospectus or Supplementary Prospectus, as the case may be; and
          (b) in the case of a, Prospectus in (a) comprising multiple documents, of all the multiple documents.
          (3) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSA under this Rule not to approve a Fund Prospectus.
          (4) If the DFSA decides to exercise its power not to approve a Fund Prospectus under this Rule, the applicant may refer the matter to the FMT for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 6.3.2 Guidance

            1. A Person intending to apply to the DFSA for approval of a Fund Prospectus pursuant to Rule 6.3.1 should consider submitting a draft Prospectus for preliminary review by the DFSA prior to formally submitting the Prospectus for DFSA approval. See the RPP Sourcebook for procedures for applying for DFSA approval.
            2. The approval of a Fund Prospectus by the DFSA will not prevent the use by the DFSA of its powers, such as the stop order power in Article 25 of the Law, in circumstances where the need for such action is subsequently identified. For example, if the DFSA becomes aware, after the approval of the Fund Prospectus, that it contains any misleading or deceptive information, or it breaches the Prospectus provisions in other respects, the DFSA may use its stop order power or take any other action as appropriate in the circumstances.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.3.3

          (1) For the purposes of Rule 6.3.1(b)(ii), the offer document relating to the Foreign Fund must comply with the requirements:
          (a) relating to a Designated Fund in a Recognised Jurisdiction; or
          (b) in a jurisdiction which provides a level of regulation relating to the offer which is acceptable to the DFSA.
          (2) The DFSA may accept an offer document referred to in (1)(b) subject to such conditions or restrictions imposed by the DFSA as it sees fit.
          (3) Where the offer document referred to in (1) is not in the English language, it must be accompanied by an English translation acceptable to the DFSA.
          (4) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSA under this Rule to impose conditions or restrictions.
          (5) If the DFSA decides to exercise its power under this Rule to impose conditions or restrictions, the applicant may refer the matter to the FMT for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • Publication of a Prospectus

        • MKT 6.3.4

          A Fund Prospectus approved by the DFSA pursuant to Rule 6.3.1 must:

          (a) be filed with the Authorised Market Institution on which the Units are to be admitted to trading as soon as possible after the DFSA has granted its approval; and
          (b) be published in accordance with the requirements in section 6.10.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

      • Exempt Offers in Respect of Units

        • MKT 6.3.5

          The prohibition in Article 14(1)(b) of the Law does not apply, subject to the requirement in Rules 6.3.6, to the admission to trading on an Authorised Market Institution of:

          (a) Units representing, over a period of 12 months, less than 10 per cent of the number of Units of the same class al admitted to trading on the same Authorised Market Institution;
          (b) Units issued in substitution for Units of the same class al admitted to trading on the same Authorised Market Institution, if the issue of Units does not involve any increase in the issued capital;
          (c) Units offered, allotted or to be allotted to existing Unitholders free of charge, or in respect of dividends paid out in the form of Units of the same class as the Units in respect of which the dividends are paid, if:
          (i) the Units are of the same class as the Units al admitted to trading on the same Authorised Market Institution; and
          (ii) a document is made available containing information on the number and nature of the Units and the reasons for and details of the offer; or
          (d) Units al admitted to trading on another Authorised Market Institution or Regulated Exchange (the "other market"), where:
          (i) the Units of the same class have been admitted to trading and continuously traded on the other market for more than 18 months;
          (ii) the ongoing obligations for trading on that other market have been complied with; and
          (iii) there is a summary document in the English language approved by the DFSA and published:
          (A) containing the Key Information required under Rule 2.5.2(1)(b);
          (B) stating where the most recent and current Prospectus, if any, can be obtained; and
          (C) specifying where the financial information published by the Issuer pursuant to its ongoing disclosure obligations of the other market is available.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 6.3.6

          All Units in a class of Securities admitted to trading including those specified under Rule 6.3.5 must be traded on an Authorised Market Institution or a Regulated Exchange.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Financial Promotions

        • MKT 6.3.7

          The Reporting Entity of a Listed Fund must ensure that any financial promotions relating to the Units of the Fund comply with the requirements relating to financial promotions:

          (a) in the case of a Domestic Fund, those in the Collective Investment Law 2010 and the CIR Rules; and
          (b) in the case of a Foreign Fund, the equivalent requirements applicable to the Fund in the jurisdiction of its domicile or establishment.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.4 MKT 6.4 Governance Requirements Relating to a Listed Fund

      • Related Party Transactions

        • MKT 6.4.1

          (1) The Reporting Entity of a Listed Fund must ensure that no transaction with respect to the Fund Property is entered into with a Related Party except in accordance with the procedures in (2).
          (2) For the purposes of (1), a Reporting Entity of a Listed Fund must:
          (a) if the Fund is a Domestic Fund, comply with the requirements in the Collective Investment Law 2010 and the CIR Rules relating to Related Party Transactions; and
          (b) if the Fund is a Foreign Fund, comply with the equivalent requirements applicable to that Fund in the jurisdiction of its domicile or establishment.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] RM194/2016 (Made 7th December 2016). [VER09/02-17]

    • MKT 6.5 MKT 6.5 Market Disclosure Relating to a Listed Fund

      • Disclosure of Inside Information

        • MKT 6.5.1 MKT 6.5.1

          (1) A Reporting Entity of a Listed Fund must:
          (a) make timely disclosure of Inside Information in accordance with the requirements in this section; and
          (b) ensure that the disclosure it makes pursuant to (a) is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
          (2) For the purposes of complying with the requirement in (1)(a), the Reporting Entity of a Listed Fund must, subject to Rule 6.5.4 and 6.5.5, make disclosure to the market as soon as possible and in the manner specified in Rule 6.10.1.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.1 Guidance

            1. A Reporting Entity of a Listed Fund is required to disclose Inside Information relating to the Listed Fund to the market as soon as possible in accordance with the requirements in Section 6.9. In practice, a short period before announcing Inside Information is permitted where a Reporting Entity is affected by an unexpected event and the Reporting Entity needs to clarify the situation or take legal advice so that any information released is accurate and not misleading. Any delay should be limited to a period no longer than is reasonably necessary in the circumstances. Where there is a danger of the information leaking out in the meantime, the Reporting Entity should make a holding announcement giving an outline of the subject matter of the announcement, the reasons why a full announcement cannot yet be made and undertaking to make a full announcement as soon as possible.
            2. For the disclosure to be not misleading, false or deceptive, a Reporting Entity of a Listed Fund should provide information that is accurate, factual and complete. Any incomplete or inaccurate information, such as omission of relevant information, would be misleading or deceptive. Information should be provided in an easy to understand manner and not for promotional purposes. The use of imprecise and confusing language such as 'double digit' or 'in excess of last year' should be avoided as it does not allow investors to properly assess the information for the purpose of making an informed decision relating to the relevant Securities
            3. A confidentiality agreement should not prevent a Reporting Entity from complying with its obligations relating to the disclosure of Inside Information.
            4. If, for any reason, a Reporting Entity of a Listed Fund is unable, or unwilling to make a holding announcement it may be appropriate for the Reporting Entity to file a report pursuant to Rule 6.5.4(2) and for the trading of Units to be suspended until the Reporting Entity of the Listed Fund is in a position to make an announcement.

            Identifying Inside Information relating to a Listed Fund

            5. Inside Information is defined in Article 63(1)(a) of the Law as:
            "information in relation to Investments of a precise nature which:
            (i) is not generally available;
            (ii) relates, directly or indirectly, to one or more Reporting Entities or the issuer of the Investments concerned or to one or more of the Investments; and
            (iii) would, if generally available, be likely to have a significant effect on the price of the Investments or on the price of related investments."
            6. For the purposes of Article 63(1)(a) of the Law, information is considered "precise" if it:
            a. indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur; and
            b. is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of Investments or related investments.
            7. Similarly, information would be likely to have a "significant effect on price" if and only if it is information of that kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.
            8. The Reporting Entity of a Listed Fund is itself best placed to determine whether information, if made public, is likely to have a significant effect on the price of the relevant Units, as what constitutes Inside Information will vary widely according to circumstances.

            Financial forecasts and expectations

            9. Where a Reporting Entity of a Listed Fund has made a market announcement such as a profit forecast, such forecasts become, as soon as made, factored into the market pricing of the relevant Units. If the Reporting Entity becomes aware that there is likely to be a material difference between the forecast and the true outcome, the Reporting Entity should make an announcement correcting the forecast as soon as possible to ensure that the market pricing reflects accurate information.
            10. In relation to financial forecasts published by a Reporting Entity of a Listed Fund, the DFSA considers that circumstances giving rise to a variation from the previous one should generally be considered Inside Information and should be disclosed by the Reporting Entity as soon as possible. Even where a Reporting Entity has not made a previous forecast, circumstances giving rise to a variation of profit or revenue from the previous corresponding reporting period should be disclosed where such circumstances would have a significant effect on the price of relevant Securities. Generally, a change of 10% or more is a material change, but in some circumstances, a smaller variation may also be disclosable if it would reasonably be considered to have a significant effect on the price of the relevant Securities
            11. In making such disclosure, the Reporting Entity of a Listed Fund should provide clear details of the extent of the variation. For example, a Reporting Entity may indicate that, based on management accounts, its expected net profit will be an approximate amount (e.g. approximately $15 million) or alternatively within a stated range (e.g. between $14m and $16m). Alternatively, a Reporting Entity may indicate an approximate percentage movement (e.g. up or down by 35%).

            Relationship between continuous disclosure and periodic disclosures

            12. Periodic disclosures by Reporting Entities of Listed Funds are required in a number of circumstances, and examples can include interim and annual financial reports and accounts and Prospectuses.
            13. In the course of preparing these disclosure documents, a Reporting Entity of a Listed Fund may become aware of Inside Information previously unknown to it, or information which was previously insufficiently precise to warrant disclosure. In such circumstances a Reporting Entity of a Listed Fund should not defer releasing that information until the periodic disclosure or other documents is finalised. In such circumstances, a Reporting Entity should make an announcement containing the Inside Information as soon as possible.

            Units of the same class admitted to trading in more than one jurisdiction

            14. A Reporting Entity of a Listed Fund with Units of the same class admitted to trading in more than one jurisdiction should ensure that the release of announcements containing Inside Information is co-ordinated across jurisdictions. If the requirements for disclosure are stricter in another jurisdiction than in the DIFC, the Reporting Entity must ensure that the same information is released in the DIFC as in that other jurisdiction.
            15. A Reporting Entity of a Listed Fund should not delay an announcement in the DIFC in order to wait for a market to open in another jurisdiction
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Delaying Disclosure

        • MKT 6.5.2

          For the purposes of Article 41(5) of the Law, a Reporting Entity of a Listed Fund may delay market disclosure of Inside Information so as not to prejudice its legitimate interests provided that:

          (a) the delay is not likely to mislead the markets; and
          (b) if the information is to be selectively disclosed to a Person prior to market disclosure, it is made in accordance with the requirements in Rule 6.5.3.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Selective Disclosure

        • MKT 6.5.3 MKT 6.5.3

          (1) For the purposes of Rule 6.5.2(b), a Reporting Entity of a Listed Fund may selectively disclose Inside Information to a Person prior to making market disclosure of such information only if:
          (a) it is for the purposes of the exercise by such a Person of his employment, profession or duties;
          (b) that Person owes to the Reporting Entity a duty of confidentiality, whether based on law, contract or otherwise; and
          (c) the Reporting Entity has provided to that Person, except where that Person is the DFSA, a written notice as specified in (3).
          (2) For the purposes of (1)(a), the Persons whose exercise of employment, profession or duties may warrant selective disclosure are as follows:
          (a) its advisers, underwriters, sponsors or compliance advisers;
          (b) the Trustee, Eligible Custodian or Persons providing oversight function of the Listed Fund;
          (c) an agent employed to release the information;
          (d) Persons with whom it is negotiating with a view to effecting a transaction or raising finance;
          (e) the DFSA or another Financial Services Regulator where such disclosure is necessary or desirable for the regulator to perform its functions;
          (f) a Person to whom the Reporting Entity discloses information in accordance with a lawful requirement;
          (g) a major Unitholder of the Reporting Entity; or
          (h) any other Person to whom it is necessary to disclose the information in the ordinary course of business of the Reporting Entity.
          (3) For the purposes of (1)(c), the Reporting Entity must, before making disclosure to a Person, provide to that Person a written notice that:
          (a) the information is provided in confidence and must not be used for a purpose other than the purpose for which it is provided; and
          (b) the recipient must take reasonable steps to ensure that the recipient or any Person having access to the information through the recipient does not deal in the relevant Securities, or any other related Investment, or disclose such information without legitimate reason, prior to market disclosure of that information by the Reporting.
          (4) Where a Reporting Entity makes selective disclosure of Inside Information pursuant to (1), it must ensure that a full announcement is made to the market as soon as possible, and in any event, when it becomes aware or has reasonable grounds to suspect that such information has or may have come to the knowledge of any Person or Persons other than those to whom the selective disclosure was made.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.3 Guidance

            1. It is likely that Inside Information will be made known to certain Employees of the Reporting Entity or the Listed Fund. A Reporting Entity should put in place procedures to ensure that those Employees do not disclose such information, whether or not inadvertently, and that Employees are adequately trained in the identification and handling of Inside Information.
            2. Rule 6.5.3 does not excuse a Reporting Entity from its overriding obligation to disclose Inside Information as soon as possible pursuant to Rule 6.5.1. A Reporting Entity which proposes to delay public disclosure of Inside Information should refer to Rule 6.5.4, which sets out the limited disclosure exceptions permitted.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Disclosure Exceptions

        • MKT 6.5.4

          (1) A Reporting Entity of a Listed Fund need not, subject to (2), make disclosure of information pursuant to Rule 6.5.1, where, in the reasonable opinion of the Reporting Entity, the disclosure required by that Rule would:
          (a) be unduly detrimental to the legitimate interests of the Reporting Entity or the Listed Fund as is applicable; or
          (b) disclose commercially sensitive material.
          (2) Where a Reporting Entity of a Listed Fund intends not to make the disclosure pursuant to (1), it must immediately file with the DFSA a confidential report which:
          (a) contains all the information which it seeks not to disclose and the reasons for non-disclosure; and
          (b) is in the English language and, where any documents accompanying the report are not in the English language, an English translation of such documents.
          (3) The DFSA may:
          (a) specify the period during which disclosure of the information included in the confidential report need not be disclosed to the markets; and
          (b) extend the period referred to in (a) upon application by the Reporting Entity.
          (4) Where a confidential report is filed with the DFSA under (2), the Reporting Entity need not comply with the requirements in Rule 6.5.1 during the period permitted by the DFSA pursuant to (3), unless or until one of the following occurs:
          (a) the DFSA directs the Reporting Entity to comply with Rule 6.5.1;
          (b) the Reporting Entity becomes aware that there is a material change of circumstances that renders the reason for non-disclosure of the information no longer valid; or
          (c) the Reporting Entity becomes aware or has reasonable grounds to suspect that the relevant Inside Information has or may have come to the knowledge of any Person or Persons other than by way of selective disclosure made pursuant to Rule 6.5.3(4).
          (5) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSA under (3) or (4)(a).
          (6) If the DFSA decides to exercise its power under (3) or (4)(a), the Reporting Entity may refer the matter to the FMT for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 6.5.5 MKT 6.5.5

          By filing a report under Rule 6.5.4, the Reporting Entity of a Listed Fund undertakes that the contents of the report and any accompanying documents are true, accurate and not misleading and contain all the information which the DFSA would reasonably expect to be made aware of in the circumstances of the case.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.5 Guidance

            1. Examples of circumstances under which a Reporting Entity of a Listed Fund might rely on the exception from disclosure in Rule 6.5.4 include where:
            a. it would be a breach of law to disclose such information;
            b. the information is a trade secret;
            c. there are negotiations in course where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure;
            d. the information is provisional and generated for internal management purposes prior to later public disclosure; or
            e. there are impending developments that could be jeopardised by premature disclosure.
            2. Rule 6.5.4 does not permit a Reporting Entity of a Listed Fund to delay public disclosure of the fact that it is in financial difficulty or of its worsening financial condition and is limited to the fact or substance of the negotiations to deal with such a situation. A Reporting Entity is also not permitted to delay disclosure of Inside Information on the basis that its position in subsequent negotiations to deal with the situation will be jeopardised by the disclosure of its financial condition.
            3. Where the DFSA considers that the reliance of permitted exceptions under Rule 6.5.4 is not in the interests of actual or potential investors, market integrity or the DIFC, it may direct the Reporting Entity of a Listed Fund to make either a holding announcement or full market disclosure. The DFSA may, in addition, require the Authorised Market Institution in which the Units are traded to suspend trading of the relevant Units.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Control of Inside Information

        • MKT 6.5.6

          A Reporting Entity of a Listed Fund must establish effective arrangements to deny access to Inside Information to Persons other than those who require it for the exercise of their functions within the Reporting Entity or the Listed Fund.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.5.7

          A Reporting Entity of a Listed Fund must establish and maintain adequate systems and controls to enable it to identify at all times any Person working for it under a contract of employment or otherwise, who has or may reasonably be likely to have access to Inside Information relating to the Reporting Entity or the Listed Fund as is applicable, whether on a regular or occasional basis.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.5.8

          A Reporting Entity of a Listed Fund must take the necessary measures to ensure that its Directors, Members of the Governing Body and Employees who have or may have access to Inside Information acknowledge the legal and regulatory duties entailed, and are aware of the sanctions attaching to the misuse or improper use or circulation of such information.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.5.9

          A Reporting Entity of a Listed Fund must nominate two individuals to be its main points of contact with the DFSA in relation to continuing disclosure and other obligations under this chapter.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.6 MKT 6.6 Disclosure of Interests by Connected Persons of Listed Funds

      • MKT 6.6 Guidance

        Article 42 of the Law requires certain Persons connected to a Reporting Entity to file with the DFSA and the Reporting Entity a report in accordance with the requirements prescribed in the Rules.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Definitions

        • MKT 6.6.1

          (1) For the purposes of Article 42(2) of the Law, a Person is hereby prescribed as a Connected Person of a Listed Fund if that Person:
          (a) becomes a member of the Governing Body of the Listed Fund or an individual involved in the senior management of either the Reporting Entity of the Fund or a controller of the Reporting Entity of the Fund or the Trustee of the Fund; or
          (b) owns or beneficially owns voting rights carrying more than 5% of the voting rights attaching to the Units of the Fund or of the Trustee of the Fund.
          (2) In (1), a Person is a controller of a Reporting Entity if that Person (the first Person), either alone or with the Associates of that Person, controls the majority of the voting rights in, or the right to appoint or remove the majority of the Board of, the Reporting Entity or any Person who has similar control over the first Person, including an ultimate controller of the first Person.
          (3) For the purposes of determining whether a Person has control for the purposes of (1), any Securities held by that Person and his Associates, including those in which that Person or Associate of the Person has a beneficial interest, are deemed as his Securities except where;
          (a) any such Securities are held by that Person on behalf of another Person who is not an Associate of that Person; or
          (b) the Person does not have control over the voting rights attaching to the Securities because some other Person manages those Securities on a discretionary basis.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • Events that Trigger a Report

        • MKT 6.6.2

          A Person who is a Connected Person of a Listed Fund pursuant to Rule 6.6.1, must file the report within 5 business days of:

          (a) becoming or ceasing to be a Director or a Person involved in the senior management of a controller of the Reporting Entity of the Fund or of the Trustee of the Fund;
          (b) acquiring or ceasing to hold either alone or with an Associate of the Person 5% of the voting rights attaching to the Units of the Fund or of the Trustee of the Fund or a controller of the Reporting Entity of the Fund or the Trustee of the Fund; or
          (c) an increase or decrease of at least 1% of the level of interest previously reported pursuant to (b).
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Content of the Report

        • MKT 6.6.3

          A report filed by a Connected Person must contain the following information:

          (a) the name and address of the Connected Person;
          (b) the name and address of the Responsible Entity and its registered address;
          (c) the name and registered address of the Listed Fund;
          (d) the date on which the event giving rise to the obligation to file a report occurred;
          (e) the date on which the filing was made; and
          (f) the price, amount and class of Securities or other Investments as is relevant in relation to the transaction or other event and the previous and new level of interest held.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Market Disclosure

        • MKT 6.6.4

          Upon a Connected Person filing a report with the Reporting Entity, the Reporting Entity must, as soon as possible, disclosure of that report to the market.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.7 MKT 6.7 Disclosure of Material Interests

      • MKT 6.7 Guidance

        Article 43 of the Law requires Persons with a material interest in the Reporting Entity or Listed Fund to give a notice relating to that interest in accordance with the requirements prescribed in the Rules.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Application

        • MKT 6.7.1 MKT 6.7.1

          This section applies to every member of the Governing Body of a Listed Fund.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.7.1 Guidance

            In the case of a Listed Fund, the Reporting Entity is the Fund Manager. However, as the Governing Body of a Listed Fund may include other Persons who exercise powers similar to those that are exercised by Directors of the Fund Manager, the obligations relating to disclosure of material interests extend, in the case of a Listed Fund, to members of its Governing Body.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Definition of a Material Interest

        • MKT 6.7.2

          A member of the Governing Body of a Listed Fund has a material interest in the Listed Fund if that Person has any interest arising through:

          (a) the direct or indirect ownership of, or beneficial ownership of, Units of the Listed Fund; or
          (b) any involvement in financial or commercial arrangement with or relating to the Listed Fund.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Content and Procedures Relating to the Notice

        • MKT 6.7.3

          (1) A notice relating to a material interest must, subject only to (2), be given by a Person referred to in Rule 6.7.2, to the other members of the Governing Body within 5 business days of the material interest arising or changing;
          (2) A Person referred to in (1) need not give a notice relating to a material interest if the material interest is required to be included in a report that Person must provide by virtue of being a Connected Person under section 6.6 and the Person has complied with the requirement in that section.
          (3) A notice relating to a material interest must contain:
          (a) the name and address of the Person giving the notice;
          (b) if the material interest relates to a Listed Fund, the name and registered address of the Listed Fund; and
          (c) the details relating to the material interest, including the date on which the material interest arose or changed.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.8 MKT 6.8 Other Matters that Require Market Disclosure

      • MKT 6.8.1

        A Reporting Entity of a Listed Fund must disclose to the market the matters specified in App 3.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.9 MKT 6.9 Accounting Periods and Financial Reports of Listed Funds

      • MKT 6.9.1 MKT 6.9.1

        A Reporting Entity of a Listed Fund must, in order to comply with the requirements in this section, file with the DFSA the annual financial report and interim financial report and other statements in respect of the Listed Fund. Such reports and statements must be prepared, in the case of:

        (a) a Domestic Fund, in accordance with the requirements relating to the annual and interim reports under the Collective Investment Law 2010 and the CIR Rules; and
        (b) a Foreign Fund, in accordance with the applicable requirements in the jurisdiction in which the Fund is domiciled or established.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.9.1 Guidance

          Under Rule 6.2.1, a Foreign Fund can be admitted to trading on an Authorised Market Institution if it is either a Designated Fund from a Recognised Jurisdictions or approved by the DFSA as a Fund subject to equivalent regulation. Accordingly, such Funds would be subject to financial and periodic reporting requirements that are similar to the financial reporting requirements applicable to Domestic Funds.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Market Disclosure

        • MKT 6.9.2

          (1) A Reporting Entity of a Listed Fund must disclose to the market the following:
          (a) its annual financial report;
          (b) its interim financial reports; and
          (c) its preliminary financial results.
          (2) A Reporting Entity must make the market disclosure required in (1) within the following time periods:
          (a) in relation to its annual financial report, as soon as possible after the accounts have been approved, but no later than 120 days after the end of the financial period;
          (b) in relation to its semi-annual financial report, as soon as possible and in any event no later than 60 days after the end of the period to which the report relates; and
          (c) in relation to its preliminary financial results, as soon as possible but no later than 30 minutes before the market opens on the day after the approval of the Board.
          (3) A Reporting Entity of a Listed Fund must, where there is a change to its accounting reference date, disclose to the market:
          (a) the change to its accounting reference date as soon as possible; and
          (b) a second interim report within six months of the old accounting reference date if the change of the accounting reference date extends the annual accounting period to more than 14 months.
          (4) A Reporting Entity of an Exchange Traded Fund (ETF) must:
          (a) disclose in its financial reports referred to in (1), the size of the tracking error at the end of the period under review; and
          (b) include a statement in its annual report explaining:
          (i) any divergence between the anticipated and realised tracking error for the relevant period; and
          (ii) the annual tracking difference between the performance of the ETF, and the performance of the index or other benchmark referenced.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

    • MKT 6.10 MKT 6.10 Manner of Market Disclosure

      • MKT 6.10.1

        Where a Reporting Entity of a Listed Fund is required to make market disclosure of information pursuant to a provision in this chapter, such information must be disclosed to the market in accordance with the requirements in Section 4.7.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.10.2

        A Reporting Entity of a Listed Fund must retain on its website all information that has been disclosed to the market for a period of one year following publication.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.11 MKT 6.11 DFSA Power to Direct Disclosure

      • MKT 6.11 Guidance

        Article 50 of the Law gives the DFSA the power to direct a Reporting Entity to disclose specified information to the market or take such other steps as the DFSA considers appropriate where it is satisfied that it is in the interest of the DIFC to do so.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.11.1

        (1) The DFSA will, pursuant to its power under Article 50(1) of the Law, issue a written notice directing a Reporting Entity of a Listed Fund (a "direction notice") to disclose specified information to the market and to take any other steps as the DFSA considers appropriate:
        (a) where it fails to comply with an obligation to disclose any information under the Law and the Rules;
        (b) to correct or prevent a false market if the DFSA reasonably considers that there is or is likely to be a false market in the Units of the Listed Fund;
        (c) where there is a rumour or media speculation in relation to the Reporting Entity or the Listed Fund that has not been confirmed or clarified by an announcement by the Reporting Entity made in accordance with Rule 6.5.1 and such rumour or media speculation is or is reasonably likely to have an impact upon the price of the Units; or
        (d) where it is in the interests of:
        (i) actual or potential investors;
        (ii) market integrity; or
        (iii) the DIFC.
        (2) A Reporting Entity which receives a direction notice issued pursuant to (1) must comply with the terms of that notice.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] RM163/2015 (Made 9th December 2015). [VER7/02-16]