Dubai Financial Market, PJSC

Mutual Funds Listing Requirements

To list a close-ended fund for trading in the UAE, the fund should be licensed by the Emirates Securities and Commodities Authority (ESCA). It shall then choose a securities market in the UAE and apply for listing on it. An open-ended fund shall submit the listing application directly to the DFM.

A) Listing with Dubai Financial Market

Listing requirements of domestic fund with DFM

	The establishment of the fund must be approved by the UAE Central Bank.

	The fund manager must obtain approval for trading of the funds units in the UAE from the Emirates Securities and Commodities Authority (for close-ended fund).

	The fund must be established or floated by either a bank or a financial investment company licensed by the UAE Central Bank.

	The fund must be managed by either a bank or a financial investment company licensed by the UAE Central Bank.

	The minimum size of the fund should be AED 10 million.

	The fund must issue and offer to interested investors in the UAE, free of charge, before listing a prospectus (information memorandum) in Arabic and English. The prospectus should contain such information as is necessary for potential investors to make an informed assessment of the fund and its prospects. It should cover, at a minimum:

		Full background and details of the institution floating the fund (if the fund is newly established)

		Full details of the fund manager and the trustee (custodian)

		Full details regarding the size of the fund and its investment objectives and dividend policy

		Financial arrangements and details of the fund (e.g. management fee, other expenses).


	The fund must be in compliance with the UAE Central Bank Resolution No. 164/8/94 and any other Resolution governing Mutual Funds.

Listing requirements of foreign fund with DFM


	Funds incorporated in foreign jurisdictions must be in compliance with the relevant local laws of that jurisdiction.

	Funds listed on another securities market must be in compliance with the rules and regulations of that market.

	The fund manager must obtain approval for trading of the funds units in the UAE from the Emirates Securities and Commodities Authority (for close ended fund).

	The fund must issue and offer to interested investors in the UAE, free of charge, before listing a prospectus (information memorandum) in Arabic and English. The prospectus should contain such information as is necessary for potential investors to make an informed assessment of the fund and its prospects. It should cover, at a minimum:


		Full background and details of the institution floating the fund (if the fund is newly established)

		Full details of the fund manager and the trustee (custodian)

		Full details regarding the size of the fund and its investment objectives and dividend policy

		Financial arrangements and details of the fund (e.g. management fee, other expenses).


	The fund must appoint a representative in the UAE to handle all matters related to the registration of the units of the fund, distributions of dividends and any other corporate actions, submission of required reports to regulatory authorities and any other relevant matters.

Additional conditions applying for continued listing


	In addition to the above listing requirements, the fund manager may have to satisfy additional requirements and furnish additional documents and information that the ESCA or DFM may require.

	The directors of the fund will individually and collectively accept full responsibility for the completeness and accuracy of all information submitted to the DFM.

	The directors of the fund will individually and collectively accept full responsibility for the completeness and accuracy of all information contained in the prospectus (information memorandum).

	DFM shall not assume any responsibility for the correctness of any of the information, statements or opinions submitted to DFM.

	Approval for listing at DFM is not to be taken as an indication of the merits of the fund or its business activities or its units.

	DFM Board of Directors shall have discretionary authority to exempt a fund from some of its listing requirements or submitting certain documents.

	DFM may decline a listing application without assigning any reason.

Documents to be attached with Fund Listing Application with DFM

Documents pertaining to the Company establishing the Investment Fund:


	Copy of the Company’s Memorandum and Articles of Association attested by competent authorities in the mother country.

	Copy of the Company’s* Certificate of Incorporation.

	Copy of the Company’s Trade License or equivalent.

	Copy of the Company’s Trade Register (if applicable).

	Annual audited financial report for the last two years accompanied by the auditor’s report.

	List of the authorized signatories on the documents and correspondences addressed to the DFM and sample of their signatures.

	The Board of Directors resolution authorizing the signatories to sign documents and correspondences addressed to the DFM.

Documents pertaining to the Mutual Fund:


	Copy of the Emirates Securities and Commodities Authority’s approval to list the fund (for close ended fund).

	Copy of the approval for issuing the fund from the UAE Central Bank (for domestic funds).

	Copy of the approval for Marketing the fund in the UAE from the UAE Central Bank (for foreign funds)

	If the fund has already been established and subscribed to by the general public, it must submit audited financial statements for the previous two years or for the period of its establishment, whichever is less. The financial statements should be accompanied by the auditor’s report and a management report covering the funds performance in detail for this period.

	Details of any restrictions on the transfer and ownership of units

	Details of listing in other securities markets.

	Issuing Prospectus or Information Memorandum.

Documents pertaining to the Company establishing the Mutual Fund and the Fund itself:

	Details of any lawsuits against the establishing company or the Mutual fund
	Any other related documents, please attach.

Requirements after DFM approval to list the fund


	Transfer of fund units registry to the DFM’s Clearing, Depositary & Settlement Department (for close ended fund).

	Coordinate with the DFM to choose a trading symbol and an abbreviated name in both Arabic and English.

	Publish, in two Arabic daily Newspapers ten days prior to listing on DFM, the company’s annual financial statements and summary of the Board of Directors’ report, which were submitted with the ESCA Listing Application. Additional publishing in one English Newspaper is required if the company allows non-nationals to trade in its units (for close ended fund).

Funds obligations for continued listing


	The fund must abide by all the rules and regulations of ESCA & UAE Central Bank.

	The fund must abide by all the rules and regulations of DFM. However, the fund may notify the DFM if it believes that it may be unable to comply with one or more provisions of the DFM rules and regulations. The DFM shall have discretion on a case-by-case basis, upon receipt of such notice, to grant exemptions

	The close ended fund must provide DFM, and also publish, its audited annual financial statements within 120 days of the end of the financial year. The fund shall also provide DFM, with half yearly and quarterly financial statements and make it publicly available within 30 days from the end of the period. Each of the above should be accompanied by a management report on the business activities. Full details of the investment portfolio including changes during the period under review must be provided in the management report. The net Asset value of the fund should be also disclosed in the management report.

	The fund must immediately disclose and report to DFM any material information including information submitted with the listing application that is likely to affect the price of its units and the decision-making of investors.

	The fund must satisfy any additional requirements and regulations and furnish any additional documents and/or information that ESCA or DFM may require.

	The fund that fails to abide by the ESCA and/or DFM rules and regulations may be suspended or de-listed after due process.