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Dubai Financial Services Authority (DFSA): Contents

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  • MKT 6 Listed Funds

    • MKT 6.1 Application

      • MKT 6.1.1

        This chapter applies to:

        (a) every Reporting EntityG of a Listed FundG ; and
        (b) any other PersonG specified in the Rules.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.2 General Requirements

      • MKT 6.2.1

        (1) A PersonG may have the Units of a FundG admitted to an Official List of SecuritiesG only if:

        (a) in the case of a Domestic FundG , it is a Public FundG ; and
        (b) in the case of a Foreign FundG :
        (i) it is a Designated FundG from a Recognised JurisdictionG ; or
        (ii) it is a Fund approved by the DFSAG as a Fund subject to equivalent regulation as that applying to a Public FundG ; and
        and it meets the relevant criteria in (2) as applicable.

        (2) The relevant criteria for the purposes of (1)(b) are:

        (a) in the case of a fund that meets the criteria of a Property FundG , it is a closed-ended investment vehicle and 60% or more of the FundG 's assets comprise Real PropertyG ;
        (b) in the case of a fund that is referred to in its offer documents as an "Exchange Traded FundG " or "ETFG ", it complies with CIR Rule 3.1.12; and
        (c) in the case of a fund that is referred to in its offer documents as an "Islamic Exchange Traded FundG " or "Islamic ETFG ", it complies with IFR Rule 6.13.1(2).
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
        [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

      • MKT 6.2.2

        Where an obligation applies to a Reporting EntityG of a FundG under a provision of this chapter, except where expressly provided otherwise, the Governing BodyG of the Reporting EntityG must ensure compliance with that obligation.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.2.2 Guidance

          In the case of an Investment CompanyG (FundG ) which has as its Fund ManagerG a licensed Corporate DirectorG , the Reporting EntityG of that FundG is its Corporate DirectorG . See CIR section 8.1A for details relating to Corporate DirectorsG .

          Derived from DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

    • MKT 6.3 Prospectus Requirements Relating to a Listed Fund

      • MKT 6.3 Guidance

        1. The ProspectusG requirements including content and structure in chapter 2 of this module do not apply to ProspectusG es relating to UnitsG of FundsG . ProspectusG requirements that apply to Offer of Units of Funds are found in the Collective Investment Law 2010 and the CIR module. See Article 10(1) of the Law which disapplies chapter 2 of this module to Fund ProspectusesG .
        2. However, under Article 14(1)(b) of the Law, a ProspectusG is required for the purposes of admitting any SecuritiesG , including UnitsG , to trading on an Authorised Market InstitutionG . The Rules in this section 6.3 are designed to enable a PersonG seeking to have UnitsG of a FundG admitted to trading on an Authorised Market InstitutionG to be able to use a ProspectusG prepared in accordance with the requirements in the Collective Investment Law 2010 and the Rules in the CIR module if it is a Domestic FundG . In the case of Foreign FundsG , the offer documents prepared in accordance with the requirements in a foreign jurisdiction will be acceptable in the circumstances prescribed in this section.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.3.1

        (1) A PersonG intending to have UnitsG admitted to trading on an Authorised Market InstitutionG must, subject to (2), (3) and (4), submit to the DFSAG :
        (a) a completed application using the appropriate form set out in AFN and the relevant fee prescribed in FER;
        (b) a ProspectusG relating to the Fund ("Fund Prospectus") which:
        (i) complies with, in the case of a Domestic FundG , the requirements in the Collective Investment Law 2010 and CIR that apply to a Public FundG and, where that FundG is also an Islamic Fund, the additional requirements in IFR chapter 6;
        (ii) is prepared, in the case of a Foreign FundG , in accordance with the requirements in Rule 6.3.3; and
        (iii) contains, unless it is an Islamic Listed FundG , a prominent disclaimer in bold, on the front page of the ProspectusG , as follows:
        "The DFSAG does not accept responsibility for the content of the information included in the ProspectusG , including the accuracy or completeness of such information. The liability for the content of the ProspectusG lies with the IssuerG of the ProspectusG and other PersonsG , such as ExpertsG , whose opinions are included in the ProspectusG with their consent. The DFSAG has also not assessed the suitability of the SecuritiesG to which the ProspectusG relates to any particular investor or type of investor. If you do not understand the contents of this ProspectusG or are unsure whether the SecuritiesG to which the ProspectusG relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
        (c) where subsequent drafts or versions of the Fund ProspectusG are submitted, a marked up version showing changes from the previous version submitted to the DFSAG ;
        (d) if information is incorporated in the Fund ProspectusG by reference to another document, a copy of that other document;
        (e) the identity of the PersonG who is or intends to be the Reporting EntityG ;
        (f) contact details of two individuals who are sufficiently knowledgeable about the content of the document referred to in (b) to be able to answer queries of the DFSAG during business hours; and
        (g) any other information that the DFSAG may require.
        (2) The application in (1) must be submitted to the DFSAG :
        (a) in the case of an applicant who has not made a previous Prospectus OfferG , at least [20] business days prior to the intended date on which the applicant expects the ProspectusG to be approved;
        (b) in other cases, at least [10] business days before the intended date on which the applicant expects the ProspectusG to be approved; and
        (c) in the case of a Supplementary ProspectusG , as soon as is reasonably possible.
        (3) In the case of a Supplementary ProspectusG , the application for approval must:
        (a) be made using the appropriate form set out in the AFN module;
        (b) accompanied by the relevant fee prescribed in the FER module; and
        (c) include:
        (i) in the case of a Domestic FundG , a Supplementary ProspectusG which meets the requirements in the Collective Investment Law 2010 and the CIR Rules; and where that FundG is an Islamic FundG , the additional requirements in IFRG ; and
        (ii) in the case of a Foreign FundG , a document which meets the equivalent requirements applicable in the jurisdiction in which the Fund is established or domiciled.
        (4) In the case of a Passported FundG , the following disclaimer must be used instead of the disclaimer specified in (1)(b)(iii):

        "This is an Approved ProspectusG for the purposes of admitting SecuritiesG , including units, to trading on an Authorised Market InstitutionG in the Dubai International Financial Centre.

        Notwithstanding that the DFSAG has approved the prospectus, the DFSAG does not accept responsibility for the content of the information included in the ProspectusG , including the accuracy or completeness of such information. The liability for the content of the ProspectusG lies with the IssuerG of the ProspectusG and other PersonsG , such as ExpertsG , whose opinions are included in the ProspectusG with their consent.

        No other regulatory authority in the UAEG has any responsibility for reviewing or verifying this prospectus or any other documents in connection with the promotion of this fund. Accordingly, no such authority in the UAEG has approved this prospectus or any other associated documents, nor taken any steps to verify the information set out herein, and therefore no regulatory authority in the UAEG has any responsibility for the same.

        This Passported FundG is a Public FundG and, accordingly, the units thereof may be promoted, including by means of a public offer of the units for public subscription, to persons in [insert relevant Host Jurisdiction(s)].

        The DFSAG has also not assessed the suitability of the SecuritiesG to which the ProspectusG relates to any particular investor or type of investor. If you do not understand the contents of this ProspectusG or are unsure whether the SecuritiesG to which the ProspectusG relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor."
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
        [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]
        [Amended] DFSA RM238/2019 (Made 20th February 2019). [VER14/02-19]

      • Approval of a Prospectus

        • MKT 6.3.2

          (1) The DFSAG will approve a Fund ProspectusG which has been filed with the DFSAG in accordance with Rule 6.3.1 as soon as reasonably practicable where it is satisfied that the ProspectusG complies with all the requirements applicable to that ProspectusG .
          (2) A Fund ProspectusG is not an Approved ProspectusG for the purposes of Article 14(2) of the Law unless the DFSAG has issued to the applicant a notice stating its approval:
          (a) of the ProspectusG or Supplementary ProspectusG , as the case may be; and
          (b) in the case of a, ProspectusG in (a) comprising multiple documents, of all the multiple documents.
          (3) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule not to approve a Fund ProspectusG .
          (4) If the DFSAG decides to exercise its power not to approve a Fund ProspectusG under this Rule, the applicant may refer the matter to the FMTG for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 6.3.2 Guidance

            1. A PersonG intending to apply to the DFSAG for approval of a Fund ProspectusG pursuant to Rule 6.3.1 should consider submitting a draft ProspectusG for preliminary review by the DFSAG prior to formally submitting the ProspectusG for DFSAG approval. See the RPP Sourcebook for procedures for applying for DFSAG approval.
            2. The approval of a Fund ProspectusG by the DFSAG will not prevent the use by the DFSAG of its powers, such as the stop order power in Article 25 of the Law, in circumstances where the need for such action is subsequently identified. For example, if the DFSAG becomes aware, after the approval of the Fund ProspectusG , that it contains any misleading or deceptive information, or it breaches the ProspectusG provisions in other respects, the DFSAG may use its stop order power or take any other action as appropriate in the circumstances.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.3.3

          (1) For the purposes of Rule 6.3.1(b)(ii), the offer document relating to the Foreign FundG must comply with the requirements:
          (a) relating to a Designated FundG in a Recognised JurisdictionG ; or
          (b) in a jurisdiction which provides a level of regulation relating to the offer which is acceptable to the DFSAG .
          (2) The DFSAG may accept an offer document referred to in (1)(b) subject to such conditions or restrictions imposed by the DFSAG as it sees fit.
          (3) Where the offer document referred to in (1) is not in the English language, it must be accompanied by an English translation acceptable to the DFSAG .
          (4) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under this Rule to impose conditions or restrictions.
          (5) If the DFSAG decides to exercise its power under this Rule to impose conditions or restrictions, the applicant may refer the matter to the FMTG for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • Publication of a Prospectus

        • MKT 6.3.4

          A Fund ProspectusG approved by the DFSAG pursuant to Rule 6.3.1 must:

          (a) be filed with the Authorised Market InstitutionG on which the Units are to be admitted to trading as soon as possible after the DFSAG has granted its approval; and
          (b) be published in accordance with the requirements in section 6.10.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

      • Exempt Offers in Respect of Units

        • MKT 6.3.5

          The prohibition in Article 14(1)(b) of the Law does not apply, subject to the requirement in Rules 6.3.6, to the admission to trading on an Authorised Market InstitutionG of:

          (a) UnitsG representing, over a period of 12 months, less than 10 per cent of the number of UnitsG of the same class already admitted to trading on the same Authorised Market InstitutionG ;
          (b) UnitsG issued in substitution for Units of the same class already admitted to trading on the same Authorised Market InstitutionG , if the issue of Units does not involve any increase in the issued capital;
          (c) Units offered, allotted or to be allotted to existing UnitholdersG free of charge, or in respect of dividends paid out in the form of UnitsG of the same class as the Units in respect of which the dividends are paid, if:
          (i) the Units are of the same class as the UnitsG already admitted to trading on the same Authorised Market InstitutionG ; and
          (ii) a document is made available containing information on the number and nature of the UnitsG and the reasons for and details of the offer; or
          (d) UnitsG already admitted to trading on another Authorised Market InstitutionG or Regulated ExchangeG (the "other market"), where:
          (i) the UnitsG of the same class have been admitted to trading and continuously traded on the other market for more than 18 months;
          (ii) the ongoing obligations for trading on that other market have been complied with; and
          (iii) there is a summary document in the English language approved by the DFSAG and published:
          (A) containing the Key InformationG required under Rule 2.5.2(1)(b);
          (B) stating where the most recent and current ProspectusG , if any, can be obtained; and
          (C) specifying where the financial information published by the IssuerG pursuant to its ongoing disclosure obligations of the other market is available.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

        • MKT 6.3.6

          All UnitsG in a class of SecuritiesG admitted to trading including those specified under Rule 6.3.5 must be traded on an Authorised Market InstitutionG or a Regulated ExchangeG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Financial Promotions

        • MKT 6.3.7

          The Reporting EntityG of a Listed FundG must ensure that any financial promotions relating to the UnitsG of the Fund comply with the requirements relating to financial promotions:

          (a) in the case of a Domestic FundG , those in the Collective Investment Law 2010 and the CIR Rules; and
          (b) in the case of a Foreign FundG , the equivalent requirements applicable to the Fund in the jurisdiction of its domicile or establishment.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.4 Governance Requirements Relating to a Listed Fund

      • Related Party Transactions

        • MKT 6.4.1

          (1) The Reporting EntityG of a Listed FundG must ensure that no transaction with respect to the Fund PropertyG is entered into with a Related PartyG except in accordance with the procedures in (2).
          (2) For the purposes of (1), a Reporting EntityG of a Listed FundG must:
          (a) if the Fund is a Domestic FundG , comply with the requirements in the Collective Investment Law 2010 and the CIR Rules relating to Related Party TransactionsG ; and
          (b) if the FundG is a Foreign FundG , comply with the equivalent requirements applicable to that FundG in the jurisdiction of its domicile or establishment.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] RM194/2016 (Made 7th December 2016). [VER09/02-17]

    • MKT 6.5 Market Disclosure Relating to a Listed Fund

      • Disclosure of Inside Information

        • MKT 6.5.1

          (1) A Reporting EntityG of a Listed FundG must:
          (a) make timely disclosure of Inside InformationG in accordance with the requirements in this section; and
          (b) ensure that the disclosure it makes pursuant to (a) is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
          (2) For the purposes of complying with the requirement in (1)(a), the Reporting EntityG of a Listed FundG must, subject to Rule 6.5.4 and 6.5.5, make disclosure to the market as soon as possible and in the manner specified in Rule 6.10.1.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.1 Guidance

            1. A Reporting EntityG of a Listed FundG is required to disclose Inside InformationG relating to the Listed FundG to the market as soon as possible in accordance with the requirements in Section 6.9. In practice, a short period before announcing Inside InformationG is permitted where a Reporting EntityG is affected by an unexpected event and the Reporting EntityG needs to clarify the situation or take legal advice so that any information released is accurate and not misleading. Any delay should be limited to a period no longer than is reasonably necessary in the circumstances. Where there is a danger of the information leaking out in the meantime, the Reporting EntityG should make a holding announcement giving an outline of the subject matter of the announcement, the reasons why a full announcement cannot yet be made and undertaking to make a full announcement as soon as possible.
            2. For the disclosure to be not misleading, false or deceptive, a Reporting EntityG of a Listed FundG should provide information that is accurate, factual and complete. Any incomplete or inaccurate information, such as omission of relevant information, would be misleading or deceptive. Information should be provided in an easy to understand manner and not for promotional purposes. The use of imprecise and confusing language such as 'double digit' or 'in excess of last year' should be avoided as it does not allow investors to properly assess the information for the purpose of making an informed decision relating to the relevant SecuritiesG
            3. A confidentiality agreement should not prevent a Reporting EntityG from complying with its obligations relating to the disclosure of Inside InformationG .
            4. If, for any reason, a Reporting EntityG of a Listed FundG is unable, or unwilling to make a holding announcement it may be appropriate for the Reporting EntityG to file a report pursuant to Rule 6.5.4(2) and for the trading of UnitsG to be suspended until the Reporting EntityG of the Listed FundG is in a position to make an announcement.

            Identifying Inside InformationG relating to a Listed FundG

            5. Inside InformationG is defined in Article 63(1)(a) of the Law as:
            "information in relation to InvestmentsG of a precise nature which:
            (i) is not generally available;
            (ii) relates, directly or indirectly, to one or more Reporting EntitiesG or the issuer of the InvestmentsG concerned or to one or more of the Investments; and
            (iii) would, if generally available, be likely to have a significant effect on the price of the InvestmentsG or on the price of related investments."
            6. For the purposes of Article 63(1)(a) of the Law, information is considered "precise" if it:
            a. indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur; and
            b. is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of InvestmentsG or related investments.
            7. Similarly, information would be likely to have a "significant effect on price" if and only if it is information of that kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.
            8. The Reporting EntityG of a Listed FundG is itself best placed to determine whether information, if made public, is likely to have a significant effect on the price of the relevant UnitsG , as what constitutes Inside InformationG will vary widely according to circumstances.

            Financial forecasts and expectations

            9. Where a Reporting EntityG of a Listed FundG has made a market announcement such as a profit forecast, such forecasts become, as soon as made, factored into the market pricing of the relevant UnitsG . If the Reporting EntityG becomes aware that there is likely to be a material difference between the forecast and the true outcome, the Reporting EntityG should make an announcement correcting the forecast as soon as possible to ensure that the market pricing reflects accurate information.
            10. In relation to financial forecasts published by a Reporting EntityG of a Listed FundG , the DFSAG considers that circumstances giving rise to a variation from the previous one should generally be considered Inside InformationG and should be disclosed by the Reporting EntityG as soon as possible. Even where a Reporting EntityG has not made a previous forecast, circumstances giving rise to a variation of profit or revenue from the previous corresponding reporting period should be disclosed where such circumstances would have a significant effect on the price of relevant SecuritiesG . Generally, a change of 10% or more is a material change, but in some circumstances, a smaller variation may also be disclosable if it would reasonably be considered to have a significant effect on the price of the relevant SecuritiesG
            11. In making such disclosure, the Reporting EntityG of a Listed FundG should provide clear details of the extent of the variation. For example, a Reporting EntityG may indicate that, based on management accounts, its expected net profit will be an approximate amount (e.g. approximately $15 million) or alternatively within a stated range (e.g. between $14m and $16m). Alternatively, a Reporting EntityG may indicate an approximate percentage movement (e.g. up or down by 35%).

            Relationship between continuous disclosure and periodic disclosures

            12. Periodic disclosures by Reporting EntitiesG of Listed FundsG are required in a number of circumstances, and examples can include interim and annual financial reports and accounts and Prospectuses.
            13. In the course of preparing these disclosure documents, a Reporting EntityG of a Listed FundG may become aware of Inside InformationG previously unknown to it, or information which was previously insufficiently precise to warrant disclosure. In such circumstances a Reporting EntityG of a Listed FundG should not defer releasing that information until the periodic disclosure or other documents is finalised. In such circumstances, a Reporting EntityG should make an announcement containing the Inside InformationG as soon as possible.

            UnitsG of the same class admitted to trading in more than one jurisdiction

            14. A Reporting EntityG of a Listed FundG with UnitsG of the same class admitted to trading in more than one jurisdiction should ensure that the release of announcements containing Inside InformationG is co-ordinated across jurisdictions. If the requirements for disclosure are stricter in another jurisdiction than in the DIFCG , the Reporting EntityG must ensure that the same information is released in the DIFCG as in that other jurisdiction.
            15. A Reporting EntityG of a Listed FundG should not delay an announcement in the DIFCG in order to wait for a market to open in another jurisdiction
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Delaying Disclosure

        • MKT 6.5.2

          For the purposes of Article 41(5) of the Law, a Reporting EntityG of a Listed FundG may delay market disclosure of Inside InformationG so as not to prejudice its legitimate interests provided that:

          (a) the delay is not likely to mislead the markets; and
          (b) if the information is to be selectively disclosed to a PersonG prior to market disclosure, it is made in accordance with the requirements in Rule 6.5.3.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Selective Disclosure

        • MKT 6.5.3

          (1) For the purposes of Rule 6.5.2(b), a Reporting EntityG of a Listed FundG may selectively disclose Inside InformationG to a PersonG prior to making market disclosure of such information only if:
          (a) it is for the purposes of the exercise by such a PersonG of his employment, profession or duties;
          (b) that PersonG owes to the Reporting EntityG a duty of confidentiality, whether based on law, contract or otherwise; and
          (c) the Reporting EntityG has provided to that PersonG , except where that PersonG is the DFSAG , a written notice as specified in (3).
          (2) For the purposes of (1)(a), the PersonsG whose exercise of employment, profession or duties may warrant selective disclosure are as follows:
          (a) its advisers, underwriters, sponsors or compliance advisers;
          (b) the Trustee, Eligible Custodian or PersonsG providing oversight function of the Listed FundG ;
          (c) an agent employed to release the information;
          (d) PersonsG with whom it is negotiating with a view to effecting a transaction or raising finance;
          (e) the DFSAG or another Financial Services RegulatorG where such disclosure is necessary or desirable for the regulator to perform its functions;
          (f) a PersonG to whom the Reporting EntityG discloses information in accordance with a lawful requirement;
          (g) a major Unitholder of the Reporting EntityG ; or
          (h) any other PersonG to whom it is necessary to disclose the information in the ordinary course of business of the Reporting EntityG .
          (3) For the purposes of (1)(c), the Reporting EntityG must, before making disclosure to a PersonG , provide to that PersonG a written notice that:
          (a) the information is provided in confidence and must not be used for a purpose other than the purpose for which it is provided; and
          (b) the recipient must take reasonable steps to ensure that the recipient or any PersonG having access to the information through the recipient does not deal in the relevant SecuritiesG , or any other related Investment, or disclose such information without legitimate reason, prior to market disclosure of that information by the Reporting.
          (4) Where a Reporting EntityG makes selective disclosure of Inside InformationG pursuant to (1), it must ensure that a full announcement is made to the market as soon as possible, and in any event, when it becomes aware or has reasonable grounds to suspect that such information has or may have come to the knowledge of any PersonG or PersonsG other than those to whom the selective disclosure was made.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.3 Guidance

            1. It is likely that Inside InformationG will be made known to certain Employees of the Reporting EntityG or the Listed FundG . A Reporting EntityG should put in place procedures to ensure that those EmployeesG do not disclose such information, whether or not inadvertently, and that EmployeesG are adequately trained in the identification and handling of Inside InformationG .
            2. Rule 6.5.3 does not excuse a Reporting EntityG from its overriding obligation to disclose Inside InformationG as soon as possible pursuant to Rule 6.5.1. A Reporting EntityG which proposes to delay public disclosure of Inside InformationG should refer to Rule 6.5.4, which sets out the limited disclosure exceptions permitted.
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Disclosure Exceptions

        • MKT 6.5.4

          (1) A Reporting EntityG of a Listed FundG need not, subject to (2), make disclosure of information pursuant to Rule 6.5.1, where, in the reasonable opinion of the Reporting EntityG , the disclosure required by that Rule would:
          (a) be unduly detrimental to the legitimate interests of the Reporting EntityG or the Listed FundG as is applicable; or
          (b) disclose commercially sensitive material.
          (2) Where a Reporting EntityG of a Listed FundG intends not to make the disclosure pursuant to (1), it must immediately file with the DFSAG a confidential report which:
          (a) contains all the information which it seeks not to disclose and the reasons for non-disclosure; and
          (b) is in the English language and, where any documents accompanying the report are not in the English language, an English translation of such documents.
          (3) The DFSAG may:
          (a) specify the period during which disclosure of the information included in the confidential report need not be disclosed to the markets; and
          (b) extend the period referred to in (a) upon application by the Reporting EntityG .
          (4) Where a confidential report is filed with the DFSAG under (2), the Reporting EntityG need not comply with the requirements in Rule 6.5.1 during the period permitted by the DFSAG pursuant to (3), unless or until one of the following occurs:
          (a) the DFSAG directs the Reporting EntityG to comply with Rule 6.5.1;
          (b) the Reporting EntityG becomes aware that there is a material change of circumstances that renders the reason for non-disclosure of the information no longer valid; or
          (c) the Reporting EntityG becomes aware or has reasonable grounds to suspect that the relevant Inside InformationG has or may have come to the knowledge of any PersonG or PersonsG other than by way of selective disclosure made pursuant to Rule 6.5.3(4).
          (5) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSAG under (3) or (4)(a).
          (6) If the DFSAG decides to exercise its power under (3) or (4)(a), the Reporting EntityG may refer the matter to the FMTG for review.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 6.5.5

          By filing a report under Rule 6.5.4, the Reporting EntityG of a Listed FundG undertakes that the contents of the report and any accompanying documents are true, accurate and not misleading and contain all the information which the DFSAG would reasonably expect to be made aware of in the circumstances of the case.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.5.5 Guidance

            1. Examples of circumstances under which a Reporting EntityG of a Listed FundG might rely on the exception from disclosure in Rule 6.5.4 include where:
            a. it would be a breach of law to disclose such information;
            b. the information is a trade secret;
            c. there are negotiations in course where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure;
            d. the information is provisional and generated for internal management purposes prior to later public disclosure; or
            e. there are impending developments that could be jeopardised by premature disclosure.
            2. Rule 6.5.4 does not permit a Reporting EntityG of a Listed FundG to delay public disclosure of the fact that it is in financial difficulty or of its worsening financial condition and is limited to the fact or substance of the negotiations to deal with such a situation. A Reporting EntityG is also not permitted to delay disclosure of Inside InformationG on the basis that its position in subsequent negotiations to deal with the situation will be jeopardised by the disclosure of its financial condition.
            3. Where the DFSAG considers that the reliance of permitted exceptions under Rule 6.5.4 is not in the interests of actual or potential investors, market integrity or the DIFCG , it may direct the Reporting EntityG of a Listed FundG to make either a holding announcement or full market disclosure. The DFSAG may, in addition, require the Authorised Market InstitutionG in which the UnitsG are traded to suspend trading of the relevant UnitsG .
            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Control of Inside Information

        • MKT 6.5.6

          A Reporting EntityG of a Listed FundG must establish effective arrangements to deny access to Inside InformationG to PersonsG other than those who require it for the exercise of their functions within the Reporting EntityG or the Listed FundG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.5.7

          A Reporting EntityG of a Listed FundG must establish and maintain adequate systems and controls to enable it to identify at all times any PersonG working for it under a contract of employment or otherwise, who has or may reasonably be likely to have access to Inside InformationG relating to the Reporting EntityG or the Listed FundG as is applicable, whether on a regular or occasional basis.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.5.8

          A Reporting EntityG of a Listed FundG must take the necessary measures to ensure that its DirectorsG , MembersG of the Governing BodyG and EmployeesG who have or may have access to Inside InformationG acknowledge the legal and regulatory duties entailed, and are aware of the sanctions attaching to the misuse or improper use or circulation of such information.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.5.9

          A Reporting EntityG of a Listed FundG must nominate two individuals to be its main points of contact with the DFSAG in relation to continuing disclosure and other obligations under this chapter.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.6 Disclosure of Interests by Connected Persons of Listed Funds

      • MKT 6.6 Guidance

        Article 42 of the Law requires certain PersonsG connected to a Reporting EntityG to file with the DFSAG and the Reporting EntityG a report in accordance with the requirements prescribed in the RulesG .

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Definitions

        • MKT 6.6.1

          (1) For the purposes of Article 42(2) of the Law, a PersonG is hereby prescribed as a Connected PersonG of a Listed FundG if that PersonG :
          (a) becomes a member of the Governing BodyG of the Listed FundG or an individual involved in the senior management of either the Reporting EntityG of the Fund or a controller of the Reporting EntityG of the Fund or the Trustee of the Fund; or
          (b) owns or beneficially owns voting rights carrying more than 5% of the voting rights attaching to the UnitsG of the FundG or of the TrusteeG of the FundG .
          (2) In (1), a PersonG is a controller of a Reporting EntityG if that PersonG (the first PersonG ), either alone or with the AssociatesG of that PersonG , controls the majority of the voting rights in, or the right to appoint or remove the majority of the BoardG of, the Reporting EntityG or any PersonG who has similar control over the first PersonG , including an ultimate controller of the first PersonG .
          (3) For the purposes of determining whether a PersonG has control for the purposes of (1), any SecuritiesG held by that PersonG and his AssociatesG , including those in which that PersonG or AssociateG of the PersonG has a beneficial interest, are deemed as his SecuritiesG except where;
          (a) any such SecuritiesG are held by that PersonG on behalf of another PersonG who is not an AssociateG of that PersonG ; or
          (b) the PersonG does not have control over the voting rights attaching to the SecuritiesG because some other PersonG manages those SecuritiesG on a discretionary basis.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • Events that Trigger a Report

        • MKT 6.6.2

          A PersonG who is a Connected PersonG of a Listed FundG pursuant to Rule 6.6.1, must file the report within 5 business days of:

          (a) becoming or ceasing to be a DirectorG or a PersonG involved in the senior management of a controller of the Reporting EntityG of the FundG or of the TrusteeG of the FundG ;
          (b) acquiring or ceasing to hold either alone or with an AssociateG of the PersonG 5% of the voting rights attaching to the UnitsG of the FundG or of the TrusteeG of the FundG or a controller of the Reporting EntityG of the FundG or the TrusteeG of the FundG ; or
          (c) an increase or decrease of at least 1% of the level of interest previously reported pursuant to (b).
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Content of the Report

        • MKT 6.6.3

          A report filed by a Connected PersonG must contain the following information:

          (a) the name and address of the Connected PersonG ;
          (b) the name and address of the Responsible EntityG and its registered address;
          (c) the name and registered address of the Listed FundG ;
          (d) the date on which the event giving rise to the obligation to file a report occurred;
          (e) the date on which the filing was made; and
          (f) the price, amount and class of SecuritiesG or other InvestmentsG as is relevant in relation to the transaction or other event and the previous and new level of interest held.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Market Disclosure

        • MKT 6.6.4

          Upon a Connected PersonG filing a report with the Reporting EntityG , the Reporting EntityG must, as soon as possible, disclosure of that report to the market.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.7 Disclosure of Material Interests

      • MKT 6.7 Guidance

        Article 43 of the Law requires PersonsG with a material interest in the Reporting EntityG or Listed FundG to give a notice relating to that interest in accordance with the requirements prescribed in the RulesG .

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Application

        • MKT 6.7.1

          This section applies to every member of the Governing BodyG of a Listed FundG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 6.7.1 Guidance

            In the case of a Listed FundG , the Reporting EntityG is the Fund ManagerG . However, as the Governing BodyG of a Listed FundG may include other PersonsG who exercise powers similar to those that are exercised by Directors of the Fund ManagerG , the obligations relating to disclosure of material interests extend, in the case of a Listed FundG , to members of its Governing BodyG .

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Definition of a Material Interest

        • MKT 6.7.2

          A member of the Governing BodyG of a Listed FundG has a material interest in the Listed FundG if that PersonG has any interest arising through:

          (a) the direct or indirect ownership of, or beneficial ownership of, UnitsG of the Listed FundG ; or
          (b) any involvement in financial or commercial arrangement with or relating to the Listed FundG .
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Content and Procedures Relating to the Notice

        • MKT 6.7.3

          (1) A notice relating to a material interest must, subject only to (2), be given by a PersonG referred to in Rule 6.7.2, to the other members of the Governing BodyG within 5 business days of the material interest arising or changing;
          (2) A PersonG referred to in (1) need not give a notice relating to a material interest if the material interest is required to be included in a report that PersonG must provide by virtue of being a Connected PersonG under section 6.6 and the PersonG has complied with the requirement in that section.
          (3) A notice relating to a material interest must contain:
          (a) the name and address of the PersonG giving the notice;
          (b) if the material interest relates to a Listed FundG , the name and registered address of the Listed FundG ; and
          (c) the details relating to the material interest, including the date on which the material interest arose or changed.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.8 Other Matters that Require Market Disclosure

      • MKT 6.8.1

        A Reporting EntityG of a Listed FundG must disclose to the market the matters specified in App 3.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.9 Accounting Periods and Financial Reports of Listed Funds

      • MKT 6.9.1

        A Reporting EntityG of a Listed FundG must, in order to comply with the requirements in this section, file with the DFSAG the annual financial report and interim financial report and other statements in respect of the Listed FundG . Such reports and statements must be prepared, in the case of:

        (a) a Domestic FundG , in accordance with the requirements relating to the annual and interim reports under the Collective Investment Law 2010 and the CIR Rules; and
        (b) a Foreign FundG , in accordance with the applicable requirements in the jurisdiction in which the Fund is domiciled or established.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

        • MKT 6.9.1 Guidance

          Under Rule 6.2.1, a Foreign FundG can be admitted to trading on an Authorised Market InstitutionG if it is either a Designated FundG from a Recognised JurisdictionsG or approved by the DFSAG as a FundG subject to equivalent regulation. Accordingly, such FundsG would be subject to financial and periodic reporting requirements that are similar to the financial reporting requirements applicable to Domestic FundsG .

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Market Disclosure

        • MKT 6.9.2

          (1) A Reporting EntityG of a Listed FundG must disclose to the market the following:
          (a) its annual financial report;
          (b) its interim financial reports; and
          (c) its preliminary financial results.
          (2) A Reporting EntityG must make the market disclosure required in (1) within the following time periods:
          (a) in relation to its annual financial report, as soon as possible after the accounts have been approved, but no later than 120 days after the end of the financial period;
          (b) in relation to its semi-annual financial report, as soon as possible and in any event no later than 60 days after the end of the period to which the report relates; and
          (c) in relation to its preliminary financial results, as soon as possible but no later than 30 minutes before the market opens on the day after the approval of the BoardG .
          (3) A Reporting EntityG of a Listed FundG must, where there is a change to its accounting reference date, disclose to the market:
          (a) the change to its accounting reference date as soon as possible; and
          (b) a second interim report within six months of the old accounting reference date if the change of the accounting reference date extends the annual accounting period to more than 14 months.
          (4) A Reporting EntityG of an Exchange Traded Fund (ETFG ) must:
          (a) disclose in its financial reports referred to in (1), the size of the tracking error at the end of the period under review; and
          (b) include a statement in its annual report explaining:
          (i) any divergence between the anticipated and realised tracking error for the relevant period; and
          (ii) the annual tracking difference between the performance of the ETFG , and the performance of the index or other benchmark referenced.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM219/2018 (Made 22nd February 2018). [VER13/12-18]

    • MKT 6.10 Manner of Market Disclosure

      • MKT 6.10.1

        Where a Reporting EntityG of a Listed FundG is required to make market disclosure of information pursuant to a provision in this chapter, such information must be disclosed to the market in accordance with the requirements in Section 4.7.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.10.2

        A Reporting EntityG of a Listed FundG must retain on its website all information that has been disclosed to the market for a period of one year following publication.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

    • MKT 6.11 DFSA Power to Direct Disclosure

      • MKT 6.11 Guidance

        Article 50 of the Law gives the DFSAG the power to direct a Reporting EntityG to disclose specified information to the market or take such other steps as the DFSAG considers appropriate where it is satisfied that it is in the interest of the DIFCG to do so.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • MKT 6.11.1

        (1) The DFSAG will, pursuant to its power under Article 50(1) of the Law, issue a written notice directing a Reporting EntityG of a Listed FundG (a "direction notice") to disclose specified information to the market and to take any other steps as the DFSAG considers appropriate:
        (a) where it fails to comply with an obligation to disclose any information under the Law and the Rules;
        (b) to correct or prevent a false market if the DFSAG reasonably considers that there is or is likely to be a false market in the UnitsG of the Listed FundG ;
        (c) where there is a rumour or media speculation in relation to the Reporting EntityG or the Listed FundG that has not been confirmed or clarified by an announcement by the Reporting EntityG made in accordance with Rule 6.5.1 and such rumour or media speculation is or is reasonably likely to have an impact upon the price of the UnitsG ; or
        (d) where it is in the interests of:
        (i) actual or potential investors;
        (ii) market integrity; or
        (iii) the DIFCG .
        (2) A Reporting EntityG which receives a direction notice issued pursuant to (1) must comply with the terms of that notice.
        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] RM163/2015 (Made 9th December 2015). [VER7/02-16]