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Dubai Financial Services Authority (DFSA): Contents

Dubai Financial Services Authority (DFSA)
Laws
Rulebook Modules
Collective Investment Rules (CIR) [VER25/07-19]
CIR App 5 Constitution of a Domestic Fund
Sourcebook Modules
Consultation Papers
Policy Statements
DFSA Codes of Practice
Amendments to Legislation
Media Releases
Notices
Financial Markets Tribunal
Archive

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  • CIR App 5 Constitution of a Domestic Fund

    • CIR A5.1 Contents of Constitution

      • CIR A5.1.1

        (1) The ConstitutionG of a Domestic FundG must contain all the information prescribed in the following table except where it is an Exempt FundG , in which case, it must contain the information specified in A, C, D, F, G, H, K and M.
        (2) The requirements in the following table do not apply in respect of the ConstitutionG of a Qualified Investor FundG .

        A General Information
          The following information:
        (1) The name of the FundG .
        (2) The Fund Manager'sG and, if the FundG is structured as an Investment TrustG , the Trustee'sG name and the principal place of business in the DIFCG as recorded by the Registrar of CompaniesG .
        (3) That the FundG is a Domestic FundG , the ConstitutionG of which is governed by the laws of the DIFCG .
        (4) That the FundG is a Public FundG , or Exempt FundG , as the case may be.
        (5) The legal form of the FundG and whether it is open or closed ended.
        (6) If the FundG is a specialist class of a FundG as defined in CIR chapter 3 of this module, the relevant specialist class, and if applicable, that the FundG is an Islamic FundG and consequently the Fund'sG entire business operations are conducted in accordance with Shari'a.
        (7) If the FundG is managed by an External Fund ManagerG , that fact and the details of the Appointed Fund AdministratorG or Custody ProviderG of the FundG .
        (8) If the FundG is an External FundG , the name of the jurisdiction in which the FundG is domiciled.
        B General Statements
          The following information:
        (1) The Fund ManagerG is responsible, pursuant to the Law, for all operations concerning the FundG and may from time to time delegate activities or outsource functions, but not the responsibility for conducting those activities and functions, to another PersonG in accordance with the CIR Rules.
        (2)
        (a) The Fund PropertyG is entrusted to the Fund ManagerG and the Fund ManagerG remains responsible for the property even when an Eligible CustodianG holds the legal title to the Fund PropertyG ; or
        (b) The Fund PropertyG is held on trust by the Fund'sG TrusteeG , as the case may be.
        (3) Whether the duration of the FundG is limited and, if so, for how long.
        (4) That fees, charges and other expenses of the FundG may be taken out of Fund PropertyG and the basis for determination of the quantum of such fees, charges and other expenses.
        (5) The maximum and minimum sizes of the Fund'sG capital, if any.
        (6) That the UnitholdersG are not liable for the debts of the FundG , unless the applicable legislation prescribes otherwise and, if so, those circumstances.
        (7) That a UnitholderG is not liable to make any further payment after he has paid the price of his UnitsG and that no further liability can be imposed on him in respect of the UnitsG he holds.
        (8) That payments to the Fund ManagerG , TrusteeG , any Eligible CustodianG , or the PersonG providing the oversight function (including a Shari'a Supervisory BoardG ) by way of remuneration are authorised to be paid (in whole or in part) out of the Fund PropertyG .
        C Where the Fund is a Trust
          The following information:
        (1) The Trust DeedG is made under and governed by the Investment Trust Law 2006 and:
        (a) is binding on each UnitholderG as if he had been a party to it and that he is bound by its provisions; and
        (b) authorises and requires the Fund ManagerG and the TrusteeG to do the things required or permitted of them by its terms and the Investment Trust Law 2006 and the Law.
        (2) Subject to the provisions of these RulesG :
        (a) the Fund PropertyG (other than sums held to the credit of the distribution account) is held by the TrusteeG on trust for the UnitholdersG according to the number of UnitsG held by each UnitholderG or, where relevant, according to the number of individual shares in the Fund PropertyG represented by the UnitsG held by each UnitholderG ; and
        (b) the sums standing to the credit of any distribution account are held by the TrusteeG on trust to distribute or apply in accordance with these RulesG relating to income.
        D Investment Objectives
         
        (1) Information covering the investment objectives of the FundG and in particular:
        (a) whether the aim of the FundG is to spread investment risks and, if a Property FundG , whether the FundG invests in a single property;
        (b) the types of InvestmentsG or assets in which it and (where applicable) each Sub-FundG may invest; and
        (c) if the FundG is a specialist class of FundG , the class of FundG .
        (2) Details of any investment, borrowing or stock lending restrictions or, in the event that there are no such restrictions, a statement to that effect.
        E Units in the Fund
          A statement specifying:
        (a) the classes of UnitsG which the FundG may issue; and
        (b) the rights attaching to UnitsG of each class (including any provisions for the expression in two or more denominations of such rights).
        F Limitations
          Details as to:
        (a) the provisions relating to any restrictions on the right to redeem UnitsG in any class; and
        (b) the circumstances in which the issue of the UnitsG of any particular class may be limited.
        G Income and distribution
         
        (1) Details of who is carrying out the calculation, transfer, allocation and distribution of income for any class of UnitG issued and outstanding during the accounting period.
        (2) Information regarding the provision for the payment of income, if any, and the date on which such distribution shall be made.
        H Base currency
          A statement specifying the base currency of the FundG .
        I Meetings
          Details of the procedures for the convening of meetings and the procedures relating to resolutions, voting and the voting rights of UnitholdersG .
        J Oversight arrangements
          Details of the oversight arrangements, and if the FundG is an Islamic FundG , details of its Shari'a Supervisory BoardG .
        K Termination and suspension
          Details as to:
        (a) the grounds under which the Fund ManagerG may initiate a suspension of the FundG and any associated procedures; and
        (b) the methodology for determining the rights of UnitholdersG to participate in the Fund PropertyG on winding up.
        L Modification of the ConstitutionG documents
          Details of the manner in which alterations to the ConstitutionG may be made.
        M Responsibility statement
          A statement that nothing in the ConstitutionG has the effect of exempting the Fund ManagerG and, if the FundG is structured as an Investment TrustG , the TrusteeG , from any liability to UnitholdersG imposed under DIFCG law and the RulesG .
        N Other relevant matters
          Details of those matters which enable the FundG , Fund ManagerG or any PersonG providing the oversight function of the FundG to obtain any privilege or power conferred by the RulesG which is not otherwise provided for in the ConstitutionG .
        Derived from RM72/2010 (Made 11th July 2010). [VER13/07-10]
        [Amended] DFSA RM137/2014 (Made 21st August 2014). [VER17/06-14]
        [Amended] RM158/2015 (Made 9th December 2015). [VER19/02-16]