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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
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Guidance



Whole Section PDF

The definitive version of DFSA handbook text is the PDF version as that is the text of the instrument as made and published by the DFSA.

To view past versions of this module in PDF format, please visit the Archive.

1. Part 7 of the Law sets out the overarching provisions that apply to the OfferG (also called marketing) of UnitsG of both DomesticG and Foreign FundsG ; and in the case of the latter, where UnitsG of such FundsG are marketed in or from the DIFCG .
2. Article 50 of the Law contains the Marketing ProhibitionG . Under this prohibition, no PersonG is permitted to OfferG a UnitG of a FundG to prospective or existing UnitholdersG unless:
a. a ProspectusG that complies with the relevant requirements in the Law and the RulesG is made available to the person to whom the OfferG is made;
b. the PersonG making the OfferG of the UnitG is either the Fund ManagerG of the FundG or an Authorised FirmG whose licence authorises it to do so; and
c. the OfferG is made in accordance with the applicable requirements in the Law or the RulesG .
3. Article 19 of the Law defines the activities that constitute an OfferG . Under this Article, a PersonG is to be regarded as making an OfferG of a UnitG if he:
a. makes an offer to another PersonG which, if accepted, would give rise to a contract for the issue or sale of UnitsG by him or by another PersonG with whom he has made arrangements for the issue or sale of the UnitsG ; or
b. invites another PersonG to make an offer which, if accepted by him, would give rise to a contract for the issue or sale of UnitsG by him or by another PersonG with whom he has made arrangements for the issue or sale of the UnitsG ,
whether or not the offer or invitation referred to in Article 19(2)(a) or (b) is made by way of a financial promotion of the UnitsG ..
4. Rules CIR 4.1.3 and CIR 4.1.4 exclude from being treated as OffersG any TransactionsG undertaken by an Authorised FirmG where such TransactionsG are Execution-only TransactionsG , or TransactionsG for the purposes of managing a Discretionary PortfolioG for a ClientG , or for the purposes of redeeming a UnitG of a FundG for a ClientG . Similarly, an offer made by an Authorised FirmG to a Market CounterpartyG is also excluded from being an OfferG . Finally, CIR Rule 4.1.5 excludes an offer of a UnitG of a Passported FundG from being treated as an OfferG where the DIFCG is the Host JurisdictionG . This is because such an offer will be subject to the requirements in the Home JurisdictionG . As a result, such excluded TransactionsG and offers do not attract the marketing prohibition in Article 19 of the Law and the requirements in both the Law and this module relating to the marketing of UnitsG .
5. This Part of the module sets out the detailed requirements that apply to the OfferG of UnitsG of DomesticG and Foreign FundsG , including ProspectusG disclosure, under respective chapters. The Rules in this chapter supplement provisions of COB which also govern the carrying on of Financial ServiceG activities by an Authorised FirmG , except where otherwise provided.
6. With the exception of Part 2 of the Markets Law 2012, that Law and RulesG made for the purpose of that Law govern the listing of the UnitsG of a FundG and continuous disclosure obligations that apply to in relation to Listed FundsG .
Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]
[Amended] DFSA RM93/2012 (Made 14th June 2012). [VER14/06-12]
[Amended] RM235/2019 (Made 20th February 2019). [VER24/02-19]