CIR 14.3.2 Guidance

1. Under Article 50(3)(a) of the Law, an Information Memorandum of an Exempt Fund or a Qualified Investor Fund is a Prospectus for the purposes of the Law and the Rules unless otherwise provided. In limited circumstances, the Rules prescribe additional disclosure to be included in a Prospectus of an Exempt Fund (for example CIR Rule 13.6.3 where an Exempt Fund appoints a prime broker with certain additional powers).
2. There is no detailed prescribed disclosure content for the Information Memorandum of an Exempt Fund or a Qualified Investor Fund. However, as an Information Memorandum is a Prospectus, it is subject to the disclosure obligation in Article 52(2) of the Law. As a result, a Fund Manager of such a Fund must include all the information which Professional Clients to whom it intends to Offer Units of the Fund would reasonably require and expect to find in such a Prospectus. This is to enable such Clients to make an informed decision relating to investing in the Fund.
3. In the case of an Information Memorandum for an Exempt Fund or Qualified Investor Fund with Units that are Security Tokens, or where a material part of the Fund Property consists of Investment Tokens, the DFSA considers that Professional Clients would reasonably require and expect to find in such a Prospectus the information specified in MKT App 7. Where a material part of the Fund Property consists of Tokens other than Investment Tokens, the DFSA considers that Professional Clients would reasonably require and expect to find in such a Prospectus the equivalent of any information specified in MKT App 7 that is relevant to those Tokens.
Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]
[Amended] DFSA RM137/2014 (Made 21st August 2014). [VER17/06-14]
[Added] DFSA RMI314/2021 (Made 30th June 2021). [VER32/10-21]