Entire Section

  • 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 a Listed Fund, there are additional requirements applicable to such a Fund under section 6.3 of the MKT module. If such a Fund is to be an Islamic Fund, please refer to section 6.5 of the IFR 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 a Public 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 a Prospectus to be able to make an informed decision. CIR contains additional disclosure for Public Funds. This Table sets out the key mandatory disclosures required in a Public Fund Prospectus under the Law, CIR and IFR, including for specialist classes of Public Funds.

      Mandatory disclosure for all Public Funds
      1. Persons Responsible for the Prospectus
      (a) Names and details of all Persons responsible for the information given in the Prospectus.
      (b) If some Persons are responsible for only certain parts of the Prospectus (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 the Prospectus (or the part of the Prospectus for which the Person 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 the Prospectus (or the relevant part).

      A prominent statement in the front page of the Prospectus as follows:

      "This Prospectus relates to a DIFC Fund in accordance with the Collective Investment Law 2010 and Rules of the Dubai Financial Services Authority ("DFSA").

      The DFSA has no responsibility for reviewing or verifying any Prospectus or other documents in connection with this Domestic Fund. Accordingly, the DFSA has not approved this Prospectus or any other associated documents, nor taken any steps to verify the information set out in this Prospectus, and has no responsibility for it.

      The Units to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Units offered should conduct their own due diligence on the Units.

      If you do not understand the contents of this document you should consult an authorised financial adviser."
      2. Document Status

      A prominent statement that:

      (a) the document is the Prospectus of the Public Fund;
      (b) it contains information valid as at the date of the signing of the Prospectus by the Persons referred to in 1.1; and
      (c) no Units will be issued on the basis of the Prospectus after the expiry date specified in the Prospectus.
      2.2 The location where a copy of the Prospectus is available free of charge.
      3. Summary Document

      The information required under CIR Rule 14.3.1(d), i.e.:

      (a) information to clearly identify the Fund and its classification;
      (b) a short description of the Fund's investment objectives and investment 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 the investment, including appropriate guidance and warnings in relation to the risks associated with investments, in the relevant Fund.
      4. The name and description of the Fund
      (a) The name of the Fund and whether the Fund is a Public Fund established in the DIFC or an External Fund.
      (b) If the Fund is a specialist class of Fund as defined in chapter 3, the relevant specialist class of the Fund.
      (c) The legal form of the Fund (whether it is an Investment Company, Investment Partnership or Investment Trust) and, if not attached to the Prospectus, where the Fund's Constitution and any amending instrument to it may be inspected and copies of them may be obtained.
      (d) Whether the Fund is an Open-ended or Closed-ended Fund as defined in Article 18A of the Law.
      (e) The base currency of the Fund and, where relevant, the maximum and minimum sizes of the Fund's capital.
      (a) The effective date of commencement of the Fund's operations.
      (b) If the duration of the Fund is limited, that duration.
      (c) The circumstances in which the Fund may be wound up under the Law and the Rules in this module and a summary of the procedure for, and the rights of Unitholders under, such a winding up.
      (a) The basis upon which Persons are eligible to participate in the Fund and, where applicable, the minimum initial investment.
      (b) A statement that the Unitholders are not liable for the debts of the Fund unless the applicable legislation prescribes otherwise and, if so, a statement specifying those circumstances.
      5. Investment objectives and policy of the Fund

      Sufficient information to enable a Unitholder or potential Unitholder to understand the investment objectives of the Fund 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 the Fund Property including an explanation of any potential risks identified;
      (c) the Fund's policy in relation to the exercise of borrowing powers;
      (d) the Fund's policy in relation to the use of Derivatives for speculation or hedging purposes; and
      (e) whether the Fund'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.

      If the Fund Property is to be invested in Units in Funds which are managed by the Fund Manager or an Associate of the Fund Manager, a statement of:

      (a) the maximum amount of investments in each Fund;
      (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 the Prospectus; and
      (c) the extent to which such charges will be reimbursed to the Fund.
      5.4 The profile of a typical investor for whom the Fund is designed.
      6. Investment restrictions
      (a) A statement of any investment restrictions applicable to the Fund.
      (b) An indication of how the Unitholders in the Fund will be informed of the actions taken by the Fund Manager in the event of a breach of the investment restrictions.
      7. Information about the rights attached to Units of the Fund

      Information about:

      (a) the nature/characteristics of the Units in the Fund (i.e. shares, partnership interest or beneficial ownership) and the rights attaching to the Units (e.g. relating to voting and participation in distributions):
      (b) how Unitholders may exercise their voting rights and what they are; and
      (c) the circumstances where a mandatory redemption, cancellation or conversion of a Unit from one class to another is required.

      If the Fund issues different classes of Units:

      (a) the names of the relevant classes of Units; and
      (b) how the rights attaching to one class of Units differ from the rights attaching to other classes of Units.

      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 of Unitholders of the Fund is kept and can be inspected by Unitholders of the Fund.
      9. Information about distribution and accounting period

      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
      (a) The Fund Manager's:
      (i) name (and, if different, its business name), place of incorporation and date of incorporation;
      (ii) if the Fund Manager is an External Fund Manager, that fact and the details of the Appointed Fund Administrator or Custody Provider to the Fund under CIR Rule 6.1.3(a); and
      (iii) address and, if applicable, that of the Appointed Fund Administrator or Custody Provider, as the case may be, and the registered office in the DIFC.
      (b) If the Fund Manager is a member of a Group, the name of its ultimate Holding Company and the country or territory in which that Holding Company is incorporated.
      (c) The amount of the Fund Manager's issued share capital and how much of it is paid up.
      (d) A summary of the material provisions of the contract between the Fund and its Fund Manager which may be relevant to Unitholders, including provisions relating to termination, compensation on termination and indemnity.
      (a) In the case of an Investment Company:
      (i) the names and positions held by the Directors of the Investment Company (other than those who are the Directors of the Fund Manager); and
      (ii) if the Fund Manager is its Corporate Director, that fact, and the names of the individual Directors of the Corporate 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 the Fund.
      (c) The manner, amount and calculation of any remuneration of the Persons referred to in (a) or (b), as applicable.
      11. Information about the Trustee of the Fund

      If the Fund is an Investment Trust, the following information relating to its Trustee:

      (a) the name (and, if different, the business name) of the Trustee;
      (b) the names and addresses of the individuals who are Directors of the Trustee;
      (c) the place and date of incorporation of the Trustee and its registered place of business in the DIFC;
      (d) whether the Trustee is to undertake any functions in addition to the custody of the Fund Property (e.g. Fund Administration, independent oversight function); and
      (e) a summary of the material provisions in the trust deed between the Fund Manager and the Trustee which may be relevant to Unitholders, including provisions relating to the Trustee's remuneration, terms upon which the appointment as Trustee can be terminated, and compensation on termination and indemnity.
      12. Information about the Auditor
      (a) The name and address of the Fund's appointed Registered Auditor.
      (b) The name and address of the Audit Principal responsible for the audit of the Fund.
      (c) If the Prospectus includes any financial reports of the Fund for a period where the Registered Auditor was different, the details referred to in (a) and (b) above relating to that Auditor.
      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 or Trustee of the Fund).
      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
      (a) The name and address of the Eligible Custodian.
      (b) If the Eligible Custodian is the Trustee of the Fund, a statement to that effect.
      (c) The regulated status of the Eligible Custodian and the relevant regulator.
      14.2 If the Fund Manager does not appoint an Eligible Custodian under circumstances permitted in CIR, a statement to that effect.
      15. Information relating to other Service Providers

      If a Fund Manager delegates or outsources any of its activities or functions relating to the Fund to a Service Provider:

      (a) its name;
      (b) the service or function delegated or outsourced to that Person;
      (c) by whom the Service Provider is regulated; and
      (d) the details of the arrangements, including fees and other remuneration payable to the Service Provider.

      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) its remuneration.
      15.3 If applicable, names and addresses of the banker, lawyer, registrar and any other Person undertaking any significant activities in relation to the Fund.
      16. Financial information and reports

      Details as to:

      (a) when the Fund's annual and interim reports will be published; and
      (b) the address in the DIFC 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 of investments 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

      Clear and concise information in an understandable manner relating to remuneration, fees and other charges to be paid out of the Fund Property payable to:

      (a) the Fund Manager;
      (b) the Trustee of the Fund, if applicable;
      (c) any Service Provider to the Fund; and
      (d) any other Person not covered under (a), (b) or (c).

      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.
      (a) Whether the Fund Manager has the discretion to amend the current remuneration, 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 to Unitholders 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 the Fund Property, and a description of any circumstances in which Fund Property may be specially valued;
      (b) the valuation principles and method applied for the establishment of the Net Asset Value (NAV) of the Fund Property;
      (c) any circumstances in which the valuation of the Fund Property referred to in (a) may be suspended; and
      (d) how the NAV and any suspension of valuation will be communicated to Unitholders or prospective Unitholders.

      Details of:

      (a) how the single price of Units of the Fund, and if there are different classes of Units in the Fund, the single price of each class of Units, will be determined, including whether a forward or historic price basis is to be applied; and
      (b) details as to how the prices of Units will be published following each valuation.
      19. Redemption and resale of Units in Open-ended Funds

      In the case of an Open-ended Fund, details of:

      (a) the dealing days and the times in the dealing day on which the Fund Manager will receive requests for redemption and resale of Units;
      (b) the procedures for carrying out:
      (i) redemption, reissue and resale of Units; and
      (ii) the settlement of transactions;
      (c) the steps required to be taken by a Unitholder in redeeming Units 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 of Units may be suspended;
      (e) if applicable, details of the minimum number or value of each type of Unit in the Fund which:
      (i) any one Person may hold; and
      (ii) may be the subject of any one transaction of issue, resale or redemption by the Fund Manager;
      (f) the circumstances and procedures if the Fund Manager may carry out inspecie redemptions; and
      (g) the circumstances in which the further issue of Units in any particular class may be limited and the procedures relating to this.

      If the Fund Manager makes any charges on sale or redemption of Units, details of the charging structure and how notice will be provided to Unitholders of any change in the relevant charge.


      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 remaining Unitholders.


      If any class of Unitholders is subject to any limitations relating to further issue of Units 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 address liquidity risks that may arise in the Fund 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 the exchange on which the Units 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.

      Instead of the statement referred to in 1.3 under 'Mandatory disclosure for all Public Funds', a statement 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 and has not determined whether they are Shari'a compliant. 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."
      1.3 The names of the members of the Shari'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 the Fund is also the Shari'a Supervisory Board of the Fund Manager, a statement to that effect.
      1.5 If the Fund does not have a Shari'a Supervisory Board appointed to it pursuant to IFR 6.2.1(3), what widely acceptable screening methodologies are used by the Fund to ensure Shari'a compliance when making investments for the Fund 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 the Unitholders.
      1.9 The additional disclosure, if applicable, prescribed under IFR section A1.1 of App 1.
      2. Feeder Fund

      Disclosure of:

      (a) a prominent risk warning to prospective Unitholders to the fact that they will be subject to higher fees arising from the layered investment structure;
      (b) the fees arising at the level of:
      (i) the Feeder Fund itself;
      (ii) if applicable, the Master Fund of the Feeder Fund; and
      (iii) if applicable, any underlying Funds into which the Master Fund invests, to the extent known.
      3. Property Fund

      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 redeveloping Real Property only; or
      (c) a combination of (a) and (b).
      (a) What percentage of the Property Fund's net assets may consist of property related assets, referred to in 3.1(b), which are not traded in or dealt on markets provided for in the Constitution.
      (b) Unless the Constitution and the Prospectus state that the Fund invests in a single property, the maximum percentage of the Fund's net assets which may be invested in any single property or, if applicable, the conditions under which the Fund may derogate from this restriction.
      (c) The maximum percentage of the Property 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 the Property Fund's net assets which may be invested in properties which are subject to a mortgage.

      For investment in Real Property:

      (a) the countries or territories in which the Fund may invest;
      (b) the types of Real Property in which the Fund may invest and the policy in relation to encumbrances and lease period, if applicable;
      (c) the policy of the Fund Manager in relation to insurance of Real Property forming part of the Fund Property;
      (d) the risks involved in this type of Fund;
      (e) details of the Property Fund's appointed valuer under CIR Rule 13.4.18(1);
      (f) a statement to explain the standards according to which the property valuations are conducted;
      (g) a statement with respect to any material policy regarding Real Property activities;
      (h) details of significant holders and the number of Units held and deemed to be held by each of them;
      (i) details of principal taxes levied on the Fund's income and capital, including tax, if any, deducted on distribution to Unitholders; and
      (j) if the Fund is a REIT, whether the investment vehicle is an Investment Company or an Investment Trust.

      If the Fund is a single Property Fund:

      (a) a prominent statement that the Fund invests in a single property;
      (b) the details relating to the single property, such as whether the property comprises individual properties or buildings, whether there are different types of uses or businesses conducted in the property, and proportions of anticipated income to be derived from the types of uses or occupants of the property; and
      (c) any risks associated with the investment in the single property, including risks arising from or affecting income to be derived from the uses or occupants of the property.

      If the Fund Manager itself acts as the custodian of Real Property, in accordance with CIR Rule 13.4.2:

      (a) a prominent statement that it acts as the custodian of the Real Property;
      (b) disclosure of risks that may arise as a result of it acting as custodian rather than delegating the function to an Eligible Custodian; and
      (c) the measures and safeguards it has in place to ensure the proper segregation and protection of the Real Property.

      Disclosure of:

      (a) details of any transactions or agreements entered into with Related Parties;
      (b) full particulars of the nature and extent of the interest, if any, of Related Parties in the property owned or proposed to be acquired by the Fund; and
      (c) whether the Fund Manager has Unitholder approval to enter into Related Party Transactions, in accordance with CIR Rule 13.4.11A; and
      4. Hedge Fund

      A prominent warning as follows:

      "When considering investment in a Hedge Fund you should consider the fact that some Hedge 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 high fees, and, in many cases, the underlying investments are not transparent and are known only to the Hedge 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. The Hedge Fund may be subject to substantial expenses that are generally offset by trading profits and other income. A portion of those fees is paid to the Hedge Fund Manager."


      An explanation of the types of strategies to be employed by the Fund Manager and the associated risks.

      5. Umbrella Fund

      Whether the Fund is constituted as a Protected Cell Company or is using contractual arrangements to segregate Sub-Funds.


      A statement that Unitholders may exchange Units of one Sub-Fund for Units in another Sub-Fund of the Umbrella Fund.


      Whether an exchange of Units in one Sub-Fund for Units in another Sub-Fund is treated as a redemption of Units, and resale or reissue of Units in the relevant Sub-Fund, and costs and fees associated with such redemption, resale or reissue.


      Policy for allocating between Sub-Funds any assets of, or costs, charges and expenses payable out of, the Fund Property which are not attributable to any particular Sub-Fund.


      Information relating to any cross-liability that may occur between Sub-Funds if the Fund is not using the PCC structure.


      In respect of each Sub-Fund, if the currency is not the base currency of the Umbrella Fund, the currency in which the Fund Property allocated to it will be valued and the price of Units calculated and payments made.

      6. Money Market Fund

      A prominent warning:

      (a) drawing to the attention of investors the different nature of a Unit in a Money Market Fund compared to a Deposit;
      (b) that the capital of an investment in a Money Market Fund is not guaranteed; and
      (c) that the value of Units in the Money Market Fund may fluctuate.
      7. Exchange Traded Fund ("ETF")

      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 by Price 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 relevant exchange 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 the exposure they have to the underlying index and any counterparty 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 using Derivatives 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 the Derivatives transactions and, where collateral is used, details relating to such collateral; and
      (iii) the risks associated with counterparty default and use of any collateral, and their impact on the ETF's performance and investor returns, and how such risks are to be mitigated;
      (j) if the ETF is required to have a diversified portfolio, how the ETF proposes to achieve diversification of 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) the exchange on which the ETF is admitted to trading;
      (m) the Authorised Participant/s (AP) on the relevant exchange; and
      (n) the Price Information Provider (PIP) of the index or other benchmark which the ETF tracks and, if the PIP is a Related Party, a statement to that effect.

      Sufficient information to enable investors to understand:

      (a) the ETF's cost structure, covering:
      (i) any performance fees of the Fund 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 of collateral, and the rebalancing of the portfolio costs); and
      (b) any revenue derived by the Fund Manager through the use of the ETF's portfolio assets, and how that revenue is distributed between the ETF and the Fund 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]