The Prospectus for a Public Fund must contain the information prescribed in the following table.
|A statement that this document is the Prospectus of the Public Fund valid as at a particular date which shall be the date of the Prospectus.|
|2||Description of the Fund|
(a) the name of the Fund and that the Fund is a Public Fund established in the Abu Dhabi Global Market;
(b) the effective date of commencement of the Fund's operations and, if the duration of the Fund is not unlimited, when it will or may terminate;
(c) the legal structure of the Fund and whether it is a Listed Fund or intends to be Listed;
(d) the basis upon which Persons are eligible to participate in the Fund and, where applicable, the minimum initial investment;
(e) that the Unitholders are not liable for the debts of the Fund, unless the applicable legislation prescribes otherwise and, if so, a statement specifying those circumstances;
(f) the base currency of the Fund and where relevant, the maximum and minimum sizes of the Fund's capital;
(g) the circumstances in which the Fund may be wound up under the FSMR and these Rules and a summary of the procedure for, and the rights of Unitholders under, such a winding up;
(h) if the Fund is an Umbrella Fund, whether it is constituted as a Protected Cell Company or an Incorporated Cell Company; and
(i) that no Units will be issued on the basis of the Prospectus after the expiry date specified in the Prospectus.
|3||Investment objectives and policy|
(1) Sufficient information to enable a Unitholder or prospective Unitholder to ascertain:
(a) the investment objectives of the Fund and its investment policy for achieving those investment objectives,
(i) the general nature of the portfolio and any intended specialisation;
(ii) the policy for the spreading of risk in the Fund Property including an explanation of any potential risks identified;
(iii) the policy in relation to the exercise of borrowing powers; and
(iv) the policy in relation to using Derivatives for speculations or hedging purposes;
(b) a description of any restrictions in the assets in which investment may be made; and
(c) the extent (if any) to which that investment policy does not envisage remaining fully invested at all times.
(2) For investment in Real Property:
(a) the countries or territories in which the Fund may invest;
(b) the types of Real Property, including the policy in relation to encumbrances and lease period; and
(c) the policy of the Fund Manager in relation to insurance of Real Property forming part of the Fund Property.
(3) If intended, whether the Fund Property may consist of Units in Funds which are managed by or operated by the Fund Manager or by one of its associates and a statement specifying:
(a) the basis of the maximum amount of the charges in respect of transactions in the Fund invested in; and
(b) the extent to which any such charges will be reimbursed to the Fund.
(4) An explanation of the types of strategies to be employed by the Fund Manager and the associated risks.
|4||Distribution and accounting period|
Relevant details of the accounting and distribution periods and a description of the procedures:
(a) for determining and applying income (including how any distributable income is paid); and
(b) relating to unclaimed distributions.
|5||The characteristics of Units in the Fund|
Information as to:
(a) the names of the classes of Units of the Fund or Sub-Fund in issue or available for issue and the rights attached to them in so far as they vary from the rights attached to other classes of Units in the Fund or the Sub- Fund as applicable;
(b) how Unitholders may exercise their voting rights and what they are; and
(c) the circumstances where a mandatory redemption, cancellation or conversion of a Unit from one class to another may be required.
|6||The Fund Manager|
The following particulars of the Fund Manager:
(a) its name, whether the Fund Manager is incorporated in the Abu Dhabi Global Market or elsewhere and the date of such incorporation, and if the Fund Manager is a Foreign Fund Manager, that fact and the details of the Appointed Fund Administrator or Eligible Custodian under Rule 7.1.2;
(b) its address, and if applicable, that of the Appointed Fund Administrator or Trustee, as the case may be, and the registered office in the Abu Dhabi Global Market;
(c) if it is a subsidiary, the name of its ultimate Holding Company and the country or territory in which that holding company is incorporated;
(d) the amount of its issued share capital and how much of it is paid up; and
(e) a summary of the material provisions of the contract between the Fund and its Fund Manager which may be relevant to Unitholders, including provisions relating to termination, compensation on termination and indemnity.
|7||Directors and Partners of an Investment Undertaking|
Other than for the Fund Manager:
(a) for an Investment Company, the names and positions in the Investment Company of the Directors;
(b) for an Investment Partnership, the names of the other General Partners or any other partners who manage the affairs of the Fund on a day to day basis; and
(c) the manner, amount and calculation of the remuneration of the Directors or Partners in (1) or (2) as the case may be.
|In relation to a Public Fund, the details of the Persons providing the oversight function for the Fund including their remuneration.|
|9||Service Providers and Advisers|
If a Fund Manager delegates any activities or outsources any functions to a Service Provider or if an investment adviser is retained in connection with the business of the Fund:
(a) its name;
(b) which Financial Services Regulator authorises that Person; and
(c) details of the arrangements.
|10||Conflicts of interest policy|
|Details of a conflicts of interest policy that has been adopted for the Fund.|
|11||The Auditor and Custodian and Trustee|
|The name of the Auditor and of the Eligible Custodian of the Fund. If applicable, the name of the Trustee of the Fund.|
|12||The Register of Unitholders|
|Details of the address in the Abu Dhabi Global Market where the register of Unitholders is kept and can be inspected by Unitholders of the Fund.|
|13||Payments out of the Fund Property|
The payments that may be made out of the Fund Property to any Person, whether by way of remuneration for services, or reimbursement of expenses. For each category of remuneration or expense, the following should be specified in a manner which is clear, concise and understandable for Retail Clients where the Fund is to be so offered:
(a) the current rates or amounts of such remuneration;
(b) how the remuneration will be calculated and accrue and when it will be paid;
(c) how notice will be given to Unitholders of the Fund Manager's intention to:
(i) introduce a new category of remuneration for its services;
(ii) increase the basis of any current charge;
(iii) change the basis of the treatment of a payment from the capital property ; and
(iv) particulars of that introduction or increase and when it will take place;
(d) the types of any other charges and expenses that may be taken out of the Fund Property; and
(e) if, in accordance with the relevant provisions of these Rules, all or part of the remuneration or expenses are to be treated as a capital charge:
(i) that fact; and
(ii) the basis of the charges which may be so treated.
(a) the dealing days and times in the dealing day on which the Fund Manager will receive requests for the sale and redemption of Units;
(b) the procedures for effecting:
(i) the issue, sale and redemption of Units; and
(ii) the settlement of transactions;
(c) the steps required to be taken by a Unitholder in redeeming Units before he can receive the proceeds, including any relevant notice periods, and the circumstances and periods in which a deferral of payment may be applied;
(d) the circumstances in which the redemption of Units may be suspended;
(e) details of the minimum number or value of each type of Unit in the Fund which:
(i) any one Person may hold; and
(ii) may be the subject of any one transaction of issue, sale or redemption by the Fund Manager;
(f) the circumstances in which the Fund Manager may arrange for, and the procedure for, a redemption of Units in specie; and
(g) the circumstances in which the further issue of Units in any particular class may be limited and the procedures relating to this.
|15||Valuation of the Fund Property|
Details as to:
(a) how frequently and at what times of the day the Fund Property will be regularly valued to determine the price at which Units in the Fund may be purchased from or redeemed by the Fund Manager and a description of any circumstance where the Fund Property may be specially valued;
(b) in relation to each purpose for which the Fund Property must be valued, the basis on which it will be valued;
(c) how the single price of Units of each class will be determined, including whether a forward or historic price basis is to be applied;
(d) details as to how the prices of Units will be published following each valuation; and
(e) if valuation is to be suspended under certain circumstances, details of such circumstances.
|16||Sale and Redemption Charges|
|If the Fund Manager makes any charges on sale or redemption of Units, details of the charging structure and how notice will be provided to Unitholders of any change in the relevant charge.|
Details as to:
(a) when annual and interim reports will be published; and
(b) the address in the Abu Dhabi Global Market at which copies of the Constitution, any amending instrument and the most recent annual and interim reports may be inspected and from which copies may be obtained.
|18||Information in respect of Umbrella Funds|
In the case of an Umbrella Fund, the following information:
(a) that a Unitholder may exchange Units in one Sub-Fund for Units in another Sub-Fund and that such an exchange is treated as a redemption and sale;
(b) what charges may be made on exchanging Units in one Sub-Fund for Units in other Sub-Funds;
(c) the policy for allocating between Sub-Funds any assets of, or costs, charges and expenses payable out of, the Fund Property which are not attributable to any particular Sub-Fund;
(d) in respect of each Sub-Fund, the currency in which the Fund Property allocated to it will be valued and the price of Units calculated and payments made, if this currency is not the base currency of the Umbrella Fund;
(e) in the case of an Umbrella Fund that is not formed as an Incorporated Cell Company, in the event of such an Umbrella Fund being unable to meet liabilities attributable to any particular Sub-Fund out of the assets attributable to that Sub-Fund, the circumstances in which the remaining liabilities may be met out of the assets attributable to other Sub-Funds i.e. circumstances where the Sub- Funds are not "ring fenced"; and
(f) in the case of an Umbrella Fund that is formed as an Incorporated Cell Company, in the event of such an Umbrella Fund being unable to meet liabilities attributable to any particular Sub-Fund out of the assets attributable to that Sub-Fund, the remaining liabilities cannot be met out of the assets attributable to other Sub-Funds i.e. that the Sub-Funds are "ring fenced".
|19||Waivers of Exemptions|
|Details of any waiver or exemptions that the Fund Manager has obtained from the Regulator in respect of the Fund.|
|20||Other relevant information|
|If applicable, names and addresses of the banker, lawyer, registrar and any other Person undertaking any significant activities in relation to the Fund.|