Entire Section
CIR App 7 CIR App 7 Content of a Public Fund Prospectus
Derived from DFSA RM218/2018 (Made 22nd February 2018). [VER23/12-18]CIR A7.1 CIR A7.1 Application
Derived from DFSA RM218/2018 (Made 22nd February 2018). [VER23/12-18]CIR A7.1.1
This table applies to the
Persons referred to in Rule 14.1.1(1).Derived from DFSA RM218/2018 (Made 22nd February 2018). [VER23/12-18]CIR A7.1.2
If a
Public Fund is to be aListed Fund , there are additional requirements applicable to such aFund under section 6.3 of theMKT module. If such aFund is to be anIslamic Fund , please refer to section 6.5 of theIFR module. See also CIR 14.3.3(2).Derived from DFSA RM218/2018 (Made 22nd February 2018). [VER23/12-18]CIR A7.1.3
The
Prospectus for aPublic Fund must contain the information prescribed in the following table.Derived from DFSA RM218/2018 (Made 22nd February 2018). [VER23/12-18]CIR A7.1.4
A
Prospectus is required to contain all the information an investor would reasonably require and expect to find in aProspectus to be able to make an informed decision.CIR contains additional disclosure forPublic Funds . This Table sets out the key mandatory disclosures required in aPublic Fund Prospectus under the Law,CIR andIFR , including for specialist classes ofPublic Funds .Mandatory disclosure for all Public Funds 1. Persons Responsible for the Prospectus 1.1 (a) Names and details of allPersons responsible for the information given in theProspectus .(b) If somePersons are responsible for only certain parts of theProspectus (e.g. Experts), an indication of the relevant parts for which they are responsible.1.2 A statement from the Persons referred to in 1.1 that, having taken due care to ensure that such is the case, the information included in theProspectus (or the part of theProspectus for which thePerson is responsible) is, to the best of their knowledge, accurate, and contains no material omissions likely to impact on the accuracy of the information in theProspectus (or the relevant part).1.3 A prominent statement in the front page of the
Prospectus as follows:"ThisProspectus relates to aDIFC Fund in accordance with the Collective Investment Law 2010 and Rules of the Dubai Financial Services Authority ("DFSA ").
TheDFSA has no responsibility for reviewing or verifying anyProspectus or other documents in connection with thisDomestic Fund . Accordingly, theDFSA has not approved thisProspectus or any other associated documents, nor taken any steps to verify the information set out in thisProspectus , and has no responsibility for it.
TheUnits to which thisProspectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of theUnits offered should conduct their own due diligence on theUnits .
If you do not understand the contents of this document you should consult an authorised financial adviser."2. Document Status 2.1 A prominent statement that:
(a) the document is theProspectus of thePublic Fund ;(b) it contains information valid as at the date of the signing of theProspectus by thePersons referred to in 1.1; and(c) noUnits will be issued on the basis of theProspectus after the expiry date specified in theProspectus .2.2 The location where a copy of the Prospectus is available free of charge.3. Summary Document 3.1 The information required under CIR Rule 14.3.1(d), i.e.:
(a) information to clearly identify theFund and its classification;(b) a short description of theFund's investment objectives andinvestment policy for achieving those objectives;(c) past performance presentation or, where relevant, performance scenarios;(d) costs and associated charges; and(e) risk/reward profile of theinvestment , including appropriateguidance and warnings in relation to the risks associated withinvestments , in the relevantFund .4. The name and description of the Fund 4.1 (a) The name of theFund and whether theFund is aPublic Fund established in theDIFC or anExternal Fund .(b) If theFund is a specialist class ofFund as defined in chapter 3, the relevant specialist class of theFund .(c) The legal form of theFund (whether it is an Investment Company, Investment Partnership or Investment Trust) and, if not attached to theProspectus , where theFund's Constitution and any amendinginstrument to it may be inspected and copies of them may be obtained.(d) Whether theFund is an Open-ended orClosed-ended Fund as defined in Article 18A of the Law.(e) The base currency of theFund and, where relevant, the maximum and minimum sizes of theFund's capital.4.2 (a) The effective date of commencement of theFund's operations.(b) If the duration of theFund is limited, that duration.(c) The circumstances in which theFund may be wound up under the Law and the Rules in this module and asummary of the procedure for, and the rights ofUnitholders under, such a winding up.4.3 (a) The basis upon whichPersons are eligible to participate in theFund and, where applicable, the minimum initial investment.(b) A statement that theUnitholders are not liable for the debts of theFund unless the applicable legislation prescribes otherwise and, if so, a statement specifying those circumstances.5. Investment objectives and policy of the Fund 5.1 Sufficient information to enable a
Unitholder or potentialUnitholder to understand the investment objectives of theFund and its investment policy for achieving those investment objectives, including:(a) the general nature of the portfolio assets and any intended specialisation;(b) the policy for the spreading of risk in theFund Property including an explanation of any potential risks identified;(c) theFund's policy in relation to the exercise of borrowing powers;(d) theFund's policy in relation to the use ofDerivatives for speculation or hedging purposes; and(e) whether theFund's policy envisages remaining not fully invested at all times – and a description of such circumstances.5.2 A description of how the investment objectives and policy stated under 5.1 may be varied, and the circumstances in which such variation requires the approval of Unitholders .5.3 If the
Fund Property is to be invested inUnits inFunds which are managed by theFund Manager or anAssociate of theFund Manager , a statement of:(a) the maximum amount ofinvestments in eachFund ;(b) the basis and amount of the charges in respect of the transactions referred to in (a), if not al disclosed under any other section of theProspectus ; and(c) the extent to which such charges will be reimbursed to theFund .5.4 The profile of a typical investor for whom the Fund is designed.6. Investment restrictions 6.1 (a) A statement of any investment restrictions applicable to theFund .(b) An indication of how theUnitholders in theFund will be informed of the actions taken by theFund Manager in the event of a breach of the investment restrictions.7. Information about the rights attached to Units of the Fund 7.1 Information about:
(a) the nature/characteristics of theUnits in theFund (i.e. shares,partnership interest or beneficial ownership) and the rights attaching to theUnits (e.g. relating to voting and participation in distributions):(b) howUnitholders may exercise their voting rights and what they are; and(c) the circumstances where a mandatory redemption, cancellation or conversion of aUnit from one class to another is required.7.2 If the
Fund issues different classes ofUnits :(a) the names of the relevant classes ofUnits ; and(b) how the rights attaching to one class ofUnits differ from the rights attaching to other classes ofUnits .7.3 How
Units are held (e.g. in certificated or dematerialised form).8. The Register of Unitholders 8.1 Address in the DIFC where the register ofUnitholders of theFund is kept and can be inspected byUnitholders of theFund .9. Information about distribution and accounting period 9.1 Details of the accounting and distribution periods and a description of the procedures:
(a) for determining and applying income (including how any distributable income is paid); and(b) for dealing with unclaimed distributions.10. Information about the Fund Manager 10.1 (a) TheFund Manager 's:(i) name (and, if different, its business name), place of incorporation and date of incorporation;(ii) if theFund Manager is an ExternalFund Manager , that fact and the details of theAppointed Fund Administrator or Custody Provider to theFund under CIR Rule 6.1.3(a); and(iii) address and, if applicable, that of theAppointed Fund Administrator or Custody Provider, as the case may be, and the registered office in theDIFC .(b) If theFund Manager is amember of aGroup , the name of its ultimateHolding Company and the country or territory in which that Holding Company is incorporated.(c) The amount of theFund Manager 's issued share capital and how much of it is paid up.(d) Asummary of the material provisions of the contract between theFund and itsFund Manager which may be relevant toUnitholders , including provisions relating to termination, compensation on termination and indemnity.10.2 (a) In the case of an Investment Company:(i) the names and positions held by theDirectors of the Investment Company (other than those who are theDirectors of theFund Manager); and(ii) if theFund Manager is itsCorporate Director , that fact, and the names of the individualDirectors of theCorporate Director .(b) In the case of an Investment Partnership, the names of any General Partners who do not take part in the day-to-day management of theFund .(c) The manner, amount and calculation of anyremuneration of thePersons referred to in (a) or (b), as applicable.11. Information about the Trustee of the Fund 11.1 If the
Fund is an Investment Trust, the following information relating to itsTrustee :(a) the name (and, if different, the business name) of theTrustee ;(b) the names and addresses of the individuals who areDirectors of theTrustee ;(c) the place and date of incorporation of theTrustee and its registered place of business in theDIFC ;(d) whether theTrustee is to undertake any functions in addition to the custody of theFund Property (e.g. Fund Administration, independent oversight function); and(e) asummary of the material provisions in thetrust deed between theFund Manager and theTrustee which may be relevant toUnitholders , including provisions relating to theTrustee's remuneration , terms upon which the appointment asTrustee can be terminated, and compensation on termination and indemnity.12. Information about the Auditor 12.1 (a) The name and address of theFund's appointedRegistered Auditor .(b) The name and address of theAudit Principal responsible for the audit of theFund .(c) If theProspectus includes any financial reports of theFund for a period where theRegistered Auditor was different, the details referred to in (a) and (b) above relating to thatAuditor .13. Information about the independent oversight provider 13.1 The Persons appointed under CIR Rule 10.3.1 to provide the oversight function (i.e. an Oversight Committee,Eligible Custodian orTrustee of theFund ).13.2 In the case of an Oversight Committee, the names and addresses of the individuals appointed to that Committee and their remuneration .14. Information about the Eligible Custodian 14.1 (a) The name and address of theEligible Custodian .(b) If theEligible Custodian is theTrustee of theFund , a statement to that effect.(c) The regulated status of theEligible Custodian and the relevant regulator.14.2 If the Fund Manager does not appoint anEligible Custodian under circumstances permitted inCIR , a statement to that effect.15. Information relating to other Service Providers 15.1 If a
Fund Manager delegates or outsources any of its activities or functions relating to theFund to aService Provider :(a) its name;(b) the service or function delegated or outsourced to thatPerson ;(c) by whom theService Provider is regulated; and(d) the details of the arrangements, includingfees and otherremuneration payable to theService Provider .15.2 If an investment adviser is retained in connection with the business of the
Fund :(a) its name;(b) by whom it is regulated; and(c) itsremuneration .15.3 If applicable, names and addresses of the banker, lawyer, registrar and any other Person undertaking any significant activities in relation to theFund .16. Financial information and reports 16.1 Details as to:
(a) when theFund's annual and interim reports will be published; and(b) the address in theDIFC where the most recent annual and interim reports may be inspected and their copies obtained.16.2 If the Fund has been in operation since its establishment, the historical financial information (and where copies can be obtained) and, if not, a statement to that effect.16.3 A comprehensive and meaningful analysis of the Fund's portfolio ofinvestments and, if unaudited, a statement to that effect.16.4 If there is a profit forecast or estimate, information relating to the basis of such forecast or estimate. 17. Remuneration, fees and other charges payable out of the Fund Property 17.1 Clear and concise information in an understandable manner relating to
remuneration ,fees and other charges to be paid out of theFund Property payable to:(a) theFund Manager ;(b) theTrustee of theFund , if applicable;(c) anyService Provider to theFund ; and(d) any otherPerson not covered under (a), (b) or (c).17.2 In respect of each category of
remuneration ,fees and other charges referred to in 17.1, details relating to:(a) the current rates or amounts;(b) the manner of calculation; and(c) when they will accrue and be paid.17.3 (a) Whether theFund Manager has the discretion to amend the currentremuneration ,fees and other charges referred to in 17.1.(b) If so, a description of:(i) the changes to be made (e.g. the introduction of a new category of charges or a change to the basis of an existing charge);(ii) the circumstances in which such a change will be made;(iii) the procedures for making such a change (including the advance notice period to be given toUnitholders of the proposed change); and(iv) if the change is to be made, when it is intended to take effect.17.4 If all or any part of the remuneration ,fees or other charges referred to in 17.1 are to be treated as a capital charge, a statement to that effect and the basis on which it may be so treated.18. Valuation of the Fund Property 18.1 Details of: (a) the frequency and times of valuation of theFund Property , and a description of any circumstances in whichFund Property may be specially valued;(b) the valuation principles and method applied for the establishment of the Net Asset Value (NAV) of theFund Property ;(c) any circumstances in which the valuation of theFund Property referred to in (a) may be suspended; and(d) how the NAV and any suspension of valuation will be communicated toUnitholders or prospectiveUnitholders .18.2 Details of:
(a) how the single price ofUnits of theFund , and if there are different classes ofUnits in theFund , the single price of each class ofUnits , will be determined, including whether a forward orhistoric price basis is to be applied; and(b) details as to how the prices ofUnits will be published following each valuation.19. Redemption and resale of Units in Open-ended Funds 19.1 In the case of an
Open-ended Fund , details of:(a) the dealing days and the times in the dealing day on which theFund Manager will receive requests for redemption and resale ofUnits ;(b) the procedures for carrying out:(i) redemption, reissue and resale ofUnits ; and(ii) the settlement of transactions;(c) the steps required to be taken by aUnitholder in redeemingUnits before he can receive the proceeds, including any relevant notice periods, and the circumstances and periods in which a deferral of payment may be applied;(d) the circumstances in which the redemption ofUnits may be suspended;(e) if applicable, details of the minimum number or value of each type ofUnit in theFund which:(i) any onePerson may hold; and(ii) may be the subject of any onetransaction of issue, resale or redemption by theFund Manager ;(f) the circumstances and procedures if theFund Manager may carry out inspecie redemptions; and(g) the circumstances in which the further issue ofUnits in any particular class may be limited and the procedures relating to this.19.2 If the
Fund Manager makes any charges on sale or redemption ofUnits , details of the charging structure and how notice will be provided toUnitholders of any change in the relevant charge.19.3 If the
Fund Manager makes a dilution levy or dilution adjustment, how such levy or adjustment is calculated and applied to redemptions to ensure fair treatment of outgoing and remainingUnitholders .19.4 If any class of
Unitholders is subject to any limitations relating to further issue ofUnits of that class, procedures relating to how such restrictions are applied.20. Liquidity risk management in Open-ended Funds 20.1 Information relating to the powers available to the Fund Manager to addressliquidity risks that may arise in theFund and the procedures, including triggers, for the exercise of such powers, required under CIR Rule 8.6A.1(2)(d).21. Listing and trading of Fund Units 21.1 Whether the Fund's Units are intended to be listed and traded and, if so, the date and theexchange on which theUnits are to be admitted to trading.21.2 Timeframe within which the listing and trading is intended to occur. Additional mandatory disclosure for specialist classes of Public Funds 1. Islamic Fund 1.1 A statement that all the operations in relation to the Fund will be conducted in accordance with Shari'a.1.2 Instead of the statement referred to in 1.3 under 'Mandatory disclosure for all
Public Funds ', a statement as follows:"TheDFSA does not accept responsibility for the content of the information included in theProspectus , including the accuracy or completeness of such information. The liability for the content of theProspectus lies with theIssuer of theProspectus and otherPersons , such as experts, whose opinions are included in theProspectus with their consent. TheDFSA has also not assessed the suitability of the Securities to which theProspectus relates to any particular investor or type of investor and has not determined whether they are Shari'a compliant. If you do not understand the contents of thisProspectus or are unsure whether the Securities to which theProspectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."1.3 The names of the members of theShari'a Supervisory Board and their qualifications and experience.1.4 If, pursuant to IFR 6.2.1(2), the Shari'a Supervisory Board appointed to theFund is also theShari'a Supervisory Board of theFund Manager , a statement to that effect.1.5 If the Fund does not have aShari'a Supervisory Board appointed to it pursuant to IFR 6.2.1(3), what widely acceptable screening methodologies are used by theFund to ensure Shari'a compliance when makinginvestments for theFund and the board that has approved them.1.6 If applicable, the manner and frequency of Shari'a reviews. 1.7 How earnings or assets prohibited by Shari'a will be disposed of. 1.8 Whether Zakah is the responsibility of the Fund or the responsibility of theUnitholders .1.9 The additional disclosure, if applicable, prescribed under IFR section A1.1 of App 1. 2. Feeder Fund 2.1 Disclosure of:
(a) a prominent risk warning to prospectiveUnitholders to the fact that they will be subject to higherfees arising from the layered investment structure;(b) thefees arising at the level of:(i) theFeeder Fund itself;(ii) if applicable, theMaster Fund of theFeeder Fund ; and(iii) if applicable, any underlyingFunds into which theMaster Fund invests, to the extent known.3. Property Fund 3.1 Whether the
Fund is investing in:(a)Real Property only;(b) Securities issued by Bodies Corporate whose main activities are investing in, dealing in, developing or redevelopingReal Property only; or(c) a combination of (a) and (b).3.2 (a) What percentage of theProperty Fund's net assets may consist ofproperty related assets, referred to in 3.1(b), which are not traded in or dealt on markets provided for in theConstitution .(b) Unless theConstitution and theProspectus state that theFund invests in a singleproperty , the maximum percentage of theFund's net assets which may be invested in any singleproperty or, if applicable, the conditions under which theFund may derogate from this restriction.(c) The maximum percentage of theProperty Fund's net assets which may be invested in properties which are vacant, in the process of development or requiring development.(d) The maximum percentage of theProperty Fund's net assets which may be invested in properties which are subject to a mortgage.3.3 For investment in
Real Property :(a) the countries or territories in which theFund may invest;(b) the types ofReal Property in which theFund may invest and the policy in relation to encumbrances and lease period, if applicable;(c) the policy of theFund Manager in relation to insurance ofReal Property forming part of theFund Property ;(d) the risks involved in this type ofFund ;(e) details of theProperty Fund's appointed valuer under CIR Rule 13.4.18(1);(f) a statement to explain the standards according to which theproperty valuations are conducted;(g) a statement with respect to any material policy regardingReal Property activities;(h) details of significant holders and the number ofUnits held and deemed to be held by each of them;(i) details of principal taxes levied on theFund's income and capital, including tax, if any, deducted on distribution toUnitholders ; and(j) if theFund is aREIT , whether the investment vehicle is an Investment Company or an Investment Trust.3.4 If the
Fund is a singleProperty Fund :(a) a prominent statement that theFund invests in a singleproperty ;(b) the details relating to the singleproperty , such as whether theproperty comprises individual properties or buildings, whether there are different types of uses or businesses conducted in theproperty , and proportions of anticipated income to be derived from the types of uses or occupants of theproperty ; and(c) any risks associated with the investment in the singleproperty , including risks arising from or affecting income to be derived from the uses or occupants of theproperty .3.5 If the
Fund Manager itself acts as the custodian ofReal Property , in accordance with CIR Rule 13.4.2:(a) a prominent statement that it acts as the custodian of theReal Property ;(b) disclosure of risks that may arise as a result of it acting as custodian rather than delegating the function to anEligible Custodian ; and(c) the measures and safeguards it has in place to ensure the proper segregation and protection of theReal Property .3.6 Disclosure of:
(a) details of any transactions or agreements entered into withRelated Parties ;(b) full particulars of the nature and extent of the interest, if any, ofRelated Parties in theproperty owned or proposed to be acquired by theFund ; and(c) whether theFund Manager hasUnitholder approval to enter intoRelated Party Transactions , in accordance with CIR Rule 13.4.11A; and4. Hedge Fund 4.1 A prominent warning as follows:
"When considering investment in a
Hedge Fund you should consider the fact that someHedge Fund products use leverage and other speculative investment practices that may increase the risk of investment loss, can be illiquid, may involve complex tax structures, often charge highfees , and, in many cases, the underlyinginvestments are not transparent and are known only to theHedge Fund Investment Manager .Returns from Hedge
Funds can be volatile and you may lose all or part of your investment. With respect to single manager products, the manager has total trading authority and this could mean a lack of diversification and higher risk. TheHedge Fund may be subject to substantial expenses that are generally offset by trading profits and other income. A portion of thosefees is paid to the HedgeFund Manager ."4.2 An explanation of the types of strategies to be employed by the
Fund Manager and the associated risks.5. Umbrella Fund 5.1 Whether the
Fund is constituted as aProtected Cell Company or is using contractual arrangements to segregateSub-Funds .5.2 A statement that
Unitholders may exchangeUnits of oneSub-Fund forUnits in anotherSub-Fund of theUmbrella Fund .5.3 Whether an exchange of
Units in oneSub-Fund forUnits in anotherSub-Fund is treated as a redemption ofUnits , and resale or reissue ofUnits in the relevantSub-Fund , and costs and fees associated with such redemption, resale or reissue.5.4 Policy for allocating between
Sub-Funds any assets of, or costs, charges and expenses payable out of, theFund Property which are not attributable to any particularSub-Fund .5.5 Information relating to any cross-liability that may occur between
Sub-Funds if theFund is not using the PCC structure.5.6 In respect of each
Sub-Fund , if the currency is not the base currency of theUmbrella Fund , the currency in which theFund Property allocated to it will be valued and the price ofUnits calculated and payments made.6. Money Market Fund 6.1 A prominent warning:
(a) drawing to the attention of investors the different nature of aUnit in aMoney Market Fund compared to aDeposit ;(b) that the capital of an investment in aMoney Market Fund is not guaranteed; and(c) that the value ofUnits in theMoney Market Fund may fluctuate.7. Exchange Traded Fund ("ETF") 7.1 Disclosure of:
(a) the type of ETF and its characteristics;(b) the risks associated with the type of ETF;(c) the investment methodology and strategies the ETF proposes to adopt to track the referenced index or benchmark;(d) the relevant indices or other benchmark the ETF is designed to track, and the underlying components (including their liquidity) of the relevant index or benchmark;(e) relevant websites or sources of information provided byPrice Information Providers , including the methodology, composition, components and value, and relative weightings, relating to the indices or benchmarks;(f) whether iNAV is made available by the relevantexchange and, if so, how this information can be accessed by investors;(g) how the referenced index or benchmark will be tracked and the risks for investors in terms of theexposure they have to the underlying index and anycounterparty risk ;(h) the key elements which may affect the ETF's ability to track fully the relevant index or benchmark, including, but not limited to,transaction costs, illiquid segments, and dividend re-investment;(i) in the case of a synthetic ETF usingDerivatives to replicate the performance of an index or other benchmark:(i) whether the ETF uses a funded or unfunded model to replicate the performance of the specified index or benchmark;(ii) the counterparties to theDerivatives transactions and, wherecollateral is used, details relating to suchcollateral ; and(iii) the risks associated with(j) if the ETF is required to have a diversified portfolio, how the ETF proposes to achieve diversification ofcounterparty default and use of anycollateral , and their impact on the ETF's performance and investor returns, and how such risks are to be mitigated;investments through its investment strategy;(k) if available, information about the past performance of the ETF, measured through its realised tracking difference and annual tracking error information, on the anticipated level of tracking error during normal market conditions, and how this will be effectively minimised;(l) theexchange on which the ETF is admitted to trading;(m) the Authorised Participant/s (AP) on the relevantexchange ; and(n) thePrice Information Provider (PIP) of the index or other benchmark which the ETF tracks and, if the PIP is aRelated Party , a statement to that effect.7.2 Sufficient information to enable investors to understand:
(a) the ETF's cost structure, covering:(i) any performancefees of theFund Manager , if applicable;(ii) its operational costs; and(iii) if applicable, costs of underlying transactions (such as swaps, brokerage commissions and additional costs associated with leverage or use ofcollateral , and the rebalancing of the portfolio costs); and(b) any revenue derived by theFund Manager through the use of the ETF's portfolio assets, and how that revenue is distributed between the ETF and theFund Manager .Additional mandatory disclosure for Funds on a Fund Platform 1. A Fund Manager of a Fund that is an Incorporated Cell of an Incorporated Cell Company must ensure that the Fund Prospectus includes information that: (a) the Fund is an Incorporated Cell of an ICC;(b) the Fund, being an Incorporated Cell:(i) is a separate legal entity to the ICC and to any other Incorporated Cells of the ICC; and(ii) does not have a subsidiary or holding company relationship with the ICC;(c) the ICC, which is the Fund Platform, contains the infrastructure needed by the Fund Manager for managing the Fund; and(d) the Fund Manager is:(i) responsible for the sound and prudent operation of the Fund Platform; and(ii) liable for any acts or omissions of the Fund Platform in respect of the Fund.Derived from DFSA RM218/2018 (Made 22nd February 2018). [VER23/12-18]
[Amended] DFSA RMI248/2019 (Made 18th December 2019) [VER26/12-19].
[Amended] DFSA RMI275/2020 (Made 26th February 2020). [VER/28/04-20]