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AFN/VER27/07-12

The DFSA Sourcebook

Application Forms and Notices

(AFN)

APPLICATION FORMS AND NOTICES (AFN)

AFN/VER27/07-12

Contents The contents of this sourcebook are divided into the following chapters, sections and forms:

1 INTRODUCTION

1.1 Application 1.2 Defined terms

2 AUT FORMS

AUT NOTES Applying for Authorisation - Notes for Applicants AUT CORE Applying for Authorisation - Core Information Form AUT AMS Applying for Authorisation - Asset Management Supplement AUT STS Applying for Authorisation - Sales and Trading Supplement AUT BLS Applying for Authorisation - Banking and Lending Supplement AUT INS Applying for Authorisation - Insurance Supplement AUT IFS Applying for Authorisation - Islamic Finance Business Supplement AUT PFS Public Fund Supplement AUT EFF Exempt Fund Form AUT REP Applying for Authorisation as a Representative Office AUT CON Applications and Notifications Concerning a Change in Control AUT IND1 Applying for Authorisation - Authorised Individual Status AUT IND2 Application to Extend or Vary Authorised Individual Status AUT IND3 Application to Withdraw Authorised Individual Status AUT IND4 Applying to become the Principal Representative AUT CRA Applying for Authorisation as a Credit Rating Agency

3 ASP FORMS ASP1 Ancillary Service Provider - Application for Registration ASP2 Ancillary Service Provider - Changes to Registration Details

4 SUP FORMS

SUP1 Reporting Return Coversheet SUP2 Application for a Waiver SUP3 Application Cell Company – Insurance SUP4 Application to vary a Licence SUP5 Application to Add or Remove an Endorsement on a Licence to

Carry on Financial Services with Retail Clients SUP6 Applying to withdraw a Licence

5 GEN FORMS GEN1 Application for Registration as an Auditor GEN2 Request for Modification


AFN/VER27/07-12

6 CIR FORMS CIR Notification of the Marketing and Selling of Funds

7 AMI FORMS AMI1 Reporting Return Coversheet AMI2 Application for a Waiver AMI3 Applications and Notifications Concerning a Change in Control

8 REC FORMS

REC1 Application for Recognised Member Status

9 MKT FORMS

MKT1 Application for Application for Prospectus Approval MKT2 Application for Admission of Securities to the Official List of Securities of

the DFSA MKT3 Sponsor’s Declaration MKT4 Application for a Waiver & Modification Form

10 DNFBP FORMS DNF1 Designated Non-Financial Businesses and Professions –

Registration Form


AFN/VER27/07-12

1 INTRODUCTION 1.1 Application

Guidance

This Sourcebook is relevant to a Person to whom ASP, GEN, CIR, AMI, COB, REC, MKT or DNF applies.

1.2 Defined terms

Guidance

Defined terms are identified throughout the forms by the capitalisation of the initial letter of a word or each word of a phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook. Unless the context otherwise requires, where capitalisation of the initial letter is not used, an expression has its natural meaning.

APPLICATION FORMS AND NOTICES (AFN) – AUT - NOTES

Page 1 of 46 AUT – NOTES/VER5/07-12

For DFSA use only

Applying for Authorisation Notes for Applicants These notes provide information that may assist you in completing the Core Information form, the Exempt Fund form, the Representative Office form, the Credit Rating Agency form, any applicable supplements and key documents required. Each note is linked to a specific question in the relevant form or supplement via a referenced number.

Firms are requested to contact the supervision department of the DFSA (switchboard +971

(0)4 362 1500 or [email protected]) before considering completing an application



Content Purpose of the Core Information form, Exempt Fund form, Representative Office form, Credit Rating Agency form and supplements

3

Which forms / supplements do you complete? 3-5 Notes for completing the forms and supplements 6 Part 1: Core Information form notes

Section 1 .General information 7-13 Section 2. Regulatory business plan (also refer to Part 2 of these notes) 13 Section 3. Prudential regulatory reporting 13 Section 4. Fit and proper questionnaire and Declarations 13 Part 2: Notes on what the DFSA expects to see in a regulatory business plan

Introduction and background 14 Strategy and rationale for establishing in the DIFC 14 Organisational structure 15 Management structure and organisation (corporate governance) 15 Proposed resources (non-financial) 16 High level controls 16 Financial projections 18 Miscellaneous: Financial Services 18-19 Part 3: Supplement notes

Asset management supplement notes 20 Banking and lending supplement notes 21 Insurance supplement notes 22 Islamic Finance Business supplement notes 23 Public Fund supplement notes 24-28 Sales and trading supplement notes 29-30 Part 4: Exempt Fund form notes

Exempt Fund form notes 31-37 Part 5: Representative Office form notes

Representative Office form notes 38-39 Part 6: Credit Rating Agency form notes

Credit Rating Agency form notes 40-42 Part 7: Other information

Becoming authorised 43-46



The purpose of the Core information form, Exempt Fund form and supplements The appropriate forms and supplements must be submitted if you wish to carry on one or more Financial Services in or from the DIFC. Financial Services are defined in the GEN module of the DFSA Rulebook. The GEN module (chapter 2) outlines which business activities fall within the definition of Financial Services, and enables you to check whether there are any exemptions or prohibitions which may be relevant to your application. The GEN module (chapter 7) also sets out the DFSA’s authorisation requirements. You can find a copy of the GEN Module of the DFSA Rulebook on the DFSA website at www.dfsa.ae. The DFSA website also provides information on the authorisation process. The forms and supplements are designed to assist you to provide us with information about the Financial Services for which you are seeking a Licence and to help us understand how you intend to carry on those activities. You will need to satisfy the DFSA that you have sufficient financial resources, appropriate personnel, adequate systems and internal controls to carry out the Financial Services you propose. Each person seeking status as an Authorised Individual should complete the AUT- IND 1 forms. The DFSA may ask for additional information or clarification to complete the consideration of an application. We will correspond with the contact person listed on the form. An Authorised Firm wishing to vary its current Licence should complete Form SUP 4 and any applicable supplements. Which forms / supplements do you complete? You may be required to complete more than one form and supplement depending upon the nature of the Financial Services you want to carry out. The table below sets out the Financial Services covered by each form / supplement: Form / Supplement Financial Services Core Information form Complete this form if you are applying for a Licence to carry on one or more

Financial Services, as defined in the GEN module of the DFSA Rulebook. If you are applying to Manage a Collective Investment Fund (in relation to an Exempt Fund), please use the Exempt Fund form. If you are applying to Operate a Representative Office, please use the Representative Office form. If you are applying solely to Operate a Credit Rating Agency, please use the Credit Rating Agency form.

Exempt Fund form Complete this form if you are applying to carry out the Financial Service of Managing a Collective Investment Fund (in relation to an Exempt Fund only). This is a multipurpose form to be used by a Domestic Fund Manager managing a Domestic and/or External Fund. Additionally it can be used by an External Fund Manager looking to manage a Domestic Fund. You do not have to submit the Core Information form. If you require an Islamic Endorsement you should complete the Islamic Finance business.

Representative Office form

Complete this form if you are applying to carry out the Financial Service of Operating a Representative Office. You do not have to submit the Core Information form or any supplement.



Form / Supplement Financial Services Credit Rating Agency form

Complete this form if you are applying to carry out only the Financial Service of Operating a Credit Rating Agency. You do not have to submit the Core Information form or any supplement. Do not complete this form if you are applying to conduct any other Financial Service in addition to Operating a Credit Rating Agency. In this case, you must complete the AUT CORE form and any supplement which relates to the other Financial Service(s).

Asset management Complete this supplement if you are applying to carry out business activities related to asset management. Financial Services covered in this supplement are: Managing Assets Arranging Credit or Deals in Investments Advising on Financial Products or Credit Dealing in Investments as Agent Arranging Custody Providing Custody

Please note that you should also submit the Core Information form and any other appropriate supplements.

Banking and lending Complete this supplement if you are applying to carry on the following Financial Services: Accepting Deposits Providing Credit Please note that you should also submit the Core Information form and any other appropriate supplements.

Sales and trading Complete this supplement if you are carrying out business activities similar to that of a marketing firm, stock broker, advisory firm or investment bank. Financial Services covered in this supplement are: Dealing in Investments as Principal Dealing in Investments as Agent Advising on Financial Products or Credit Arranging Credit or Deals in Investments Arranging Custody Providing Custody Please note that you should also submit the Core Information form and any other appropriate supplements.

Islamic Finance Business

Complete this supplement if you are applying to carry on Islamic Financial Business, which is defined in the GLO module of the DFSA Rulebook. Please note that you should also submit the Core Information form or Exempt Fund form and any other appropriate supplements.



Insurance Complete this form if you are applying to carry on the following Financial Services: Effecting Contracts of Insurance Carrying out Contracts of Insurance Insurance Intermediation Insurance Management Please note that you should also submit the Core Information form and any other appropriate supplements.

Public Fund Complete this form if you are applying to Manage a Collective Investment Fund (in relation to a Public Fund only). This is a multipurpose supplement to be used by a Domestic Fund Manager managing a Domestic and/or External Fund. Additionally it can be used by an External Fund Manager looking to manage a Domestic Fund.

Please note that you should also submit the Core Information form and any other appropriate supplements.

Miscellaneous Financial Services (no supplement required for these Financial Services)

You do not have to complete a supplement if you are applying to carry on the following Financial Services: Providing Fund Administration Providing Trust Services Acting as the Trustee of a Fund Operating a Representative Office Operating a Credit Rating Agency Complete only the Core Information form and submit your regulatory business plan. Please refer to the ‘Miscellaneous Financial Services’ section contained in Part 2 of these notes to understand the type of information required in your regulatory business plan. If you are carrying on any other Financial Services the appropriate supplement must also be submitted.



Notes for completing the forms and supplements The term “you” refers to the entity for which a Licence is being sought to conduct Financial

Services in or from the DIFC. In all instances where a form or supplement requests details to be supplied in relation to you, responses should be provided in relation to the entity wanting to establish within the DIFC.

Defined terms are identified throughout the forms and supplements by the capitalisation of the initial letter of each word. These terms are defined in the Glossary module (GLO) of the DFSA’s Rulebook.

All financial information must be given in US Dollars, with a statement of the original currency used (if relevant) and the exchange rate applied for conversion.

Questions must be answered fully and the use of abbreviations or acronyms should be avoided. Any abbreviations or acronyms used should be clearly defined.

Do not leave any questions blank. If a question is not applicable this should be indicated in the response section. Failure to answer questions or provide full responses may delay the progress of the application.

The forms must be completed in English. Any accompanying documentation must also be

in English or accompanied by a certified translation.

Before completing the forms and supplements, we urge you to read the GEN module (chapter 7) of the DFSA Rulebook to ensure you provide appropriate information. You are urged to familiarise yourself with other relevant Rules prior to completing the forms.

You may find it useful to refer to the relevant leaflets under the DFSA Library / DFSA Publications on the DFSA website at www.dfsa.ae.

Answers must be typed in electronic format and the Core Information form / Exempt Fund

form must be signed by a Director/Partner. If the firm still has to be incorporated, the Director who will be authorised in due course should sign.

The version of the forms and supplements on the DFSA’s website are in PDF format. If

you would like Microsoft Word versions, please contact our Authorisation Enquiries team. Please provide one hard copy and one soft copy of your application. The soft copy should be stored on CD or memory stick. Please do not send e-mail copies.



Part 1: Core Information form notes This section contains information that may assist you in completing the Core Information form. Each note below relates to a question or statement in the Core Information form. Eg CF6 provides information to help you to complete the matrix at CF6 of the Core Information form. Section 1 General information

CF1. - CF2. We want information about the legal nature of your firm. Please refer to GEN Rule 7.2.2 – 7.2.3 CF3. There are generally two high-level categories of firms applying to be Authorised Firms: DIFC

entities and non-DIFC entities (or Branches).

DIFC entities are firms that have been created under DIFC legislation, such as DIFC Company Law or DIFC General Partnership Law.

Non-DIFC entities are firms that have been created outside of the DIFC under the laws of another jurisdiction, but who want to establish a place of business in the DIFC. Such firms are commonly referred to as Branch offices. Note that legally, the Branch is not a separate legal person to the firm.

CF4. Start-up entities are either new Financial Services businesses or existing Financial Services businesses which have not been subject to Financial Services regulation. Please refer to the section 2-5 of the RPP Sourcebook module. Please note the DFSA does not accept applications for start-up banks.

CF5. Give the name of the supervisory contact person from the relevant regulator including postal address, telephone number, fax number and e-mail address.

CF6. Please refer to the GEN module for further details about Financial Services and Investment types. Please refer to GEN APP 4 for details about classes of insurance.

CF7. Please refer to GLO for the definition of Islamic Financial Business. CF8. If you wish any of the DFSA Rules waived or modified (for example, in respect of certain of the

prudential requirements for a branch application) you must submit the Form SUP 2. CF9. Please refer to COB chapter 2 for Client classification. CF10. If the company is going to be formed in the DIFC, please answer ‘in formation’. CF11. Your financial year-end will be used to determine the regulatory reporting requirements. CF12. You will need to give details of any trading name(s) which you propose to use for the purpose of,

or in connection with, any business carried out in or from the DIFC, if these are different from your legal name.

CF13. If you answered “yes”, please detail whether you are reliant on IT systems for programmed trades and / or proprietary trading, that the firm has created/implemented and the degree of complexity involved. Indicate whether the firm’s IT systems automatically interface with Clients and/or third parties such as traders. Please note that you should answer “no” if a firm may be merely reliant on standard off the shelf products (e.g. Microsoft Office) which the majority of businesses use in their day-to-day activities.

Controllers

CF14. Please refer to GEN Rule 11.8.3 for the definition of Controller.



Contact details

CF15. The contact person named should be the person who is responsible for the application during the authorisation process and who will liaise with the DFSA. This person must be a representative of the company. It may be helpful to provide a second contact name as back-up.

CF16. If you do not have an adviser assisting you with this application please go to question CF18. CF17. You may have a professional adviser assisting with the application process. Please tick “yes” if

the DFSA should copy correspondence in relation to this application to the adviser. CF18. You need to give the full address of the registered and current / proposed place of business in

the DIFC or Dubai. It is expected that prior to submitting this application you will have already approached the Dubai International Financial Centre Authority (DIFCA) in relation to securing premises.

CF19. Whether you are a DIFC or non-DIFC entity please provide your head office address. CF20. - CF21. You will need to state the name of your auditor, their address, the relevant contact person,

telephone number and fax number. For Domestic Firms the auditor must be an auditor registered with the DFSA in accordance with GEN Chapter 8.

Documentation

This section is a check list of all the documents you may need to submit to support your application. Please also see the section entitled Compulsory supporting documents. CF22. Regulatory business plan

Please refer to ‘Part 2: Notes on what the DFSA expect to see in a regulatory business plan’. CF23. - CF24. - CF25. - CF26. - CF27. AUT-IND 1 forms

You must fill in an AUT-IND1 form for each individual who will be performing a Licensed Function. An Authorised Individual is a person who is approved by the DFSA to perform a Licensed Function for an Authorised Firm. Licensed Functions are defined in GEN Section 7.4. A person may perform more than one Licensed Function. However we do not expect to see the same individual carrying out both business and control responsibilities for example Senior Executive Officer and Compliance Officer roles.

CF28. Audited accounts

Your most recent audited accounts including the balance sheet, P&L and cash flow statement. (Where audited accounts are unavailable please supply interim unaudited accounts or management accounts.)

CF29. Audited group accounts (if applicable)

The Group’s most recent audited accounts including the balance sheet, P&L and cash flow statement. (Where audited accounts are unavailable please supply interim unaudited accounts or management accounts.)



CF30. Financial projections

Please attach the following financial projections and assumptions commencing at the time of authorisation and on a quarterly basis for each of the first three financial years after licensing: Balance sheet (if applicable)* Profit and loss account, split into income streams; and Cash flow statement (if applicable)*

Please provide the figures in the DFSA reporting return format relevant to the proposed Category of the applicant firm. A list of the key assumptions supporting these financial projections must also be submitted.

*These items may not be applicable in the case of a Branch

The financial projections requested here are generic in nature. Other forms may request additional information according to the Financial Services to be conducted eg Insurance Business. Using the figures provided in your projections please attach a calculation showing your Capital Resources versus your Capital Requirement at the time of authorisation and quarterly for three financial years.

Note: For Accepting Deposits, Providing Credit, Insurance Intermediation and Investment

Business the Capital Requirement is the highest of the amounts outlined in PIB 2.3. The Capital Resources calculation should be performed in line with PIB 2.6 and the provisions in PIB sections 2.7 - PIB 2.10, and PIB chapters 4 and 5 as applicable.

For Insurance Business the Adjusted Capital Resources, Adjusted Cellular Capital Resources and Adjusted Non Cellular Capital Resources calculation should be performed in line with PIN sections 4.3 and 4.4 as applicable

For Insurers conducting Insurance Business as a Protected Cell Company an applicant will be required to demonstrate that it has adequate Capital Resources, Cellular Capital Resources, Adjusted Cellular Capital Resource or Adjusted Non Cellular Capital Resources (as applicable) to meet the Minimum Capital Requirement for the business it proposes to undertake.

Financial reporting and returns For Accepting Deposits, Providing Credit, Insurance Intermediation and Investment Business: The prudential Rules are contained in the PIB module of the DFSA Rulebook Chapter 1 of the PIB module provides the Rules in respect of the preparation and

submission of returns The relevant returns can be found in the PRU-EPRS Sourcebook, including instructional

guidelines as to their use Editable electronic versions of the return forms can be obtained from the DFSA

For Insurance Business: The prudential Rules are contained in the PIN module of the DFSA Rulebook Chapter 6 of PIN module provides the Rules in respect of the preparation and submission of

returns The relevant returns can be found in the PRU-EPRS Sourcebook, including instructional

guidelines as to their use Editable electronic versions of the return forms can be obtained from the DFSA



ISAE 3400 – The Examination of Prospective Financial Information If you are applying as a DIFC entity, to be a prudential Category 1 or 2 firm or an Insurer, you are required to submit to the DFSA a copy of the ISAE 3400 Examination of Prospective Financial Information report completed by the applicant’s auditor. This is a standard implemented by IFAC (International Federation of Accountants). Under this report the auditor is required to obtain sufficient evidence to ascertain whether Assumptions on which the prospective financial information is based are not unreasonable Prospective financial information is properly prepared on the basis of the assumptions The prospective financial information is properly presented and all material assumptions

disclosed and a clear indication as to whether the assumptions are best estimate or hypothetical

Prospective financial information is prepared on a consistent basis with historical financial statements

CF31. Evidence of source of funds for start-up

Provide supporting evidence of the original source of funds which will be used to provide your initial Capital Resources. We usually require details of how the money sourced for the start-up entity has been generated. Please provide a bank reference. You may be asked for a declaration that the funds are not from the proceeds of crime.

Compulsory supporting documents

The documents required in this section can be self-certified by all firms except start-up firms who will need to supply all the documentation as part of the application. You should be aware that you may still be asked to supply all or any of the documents as part of the application. CF32. Compliance manual

This is a critical document which will impact the decision whether the firm should be authorised. The DFSA prefers that the compliance procedures are incorporated in one manual. Once you receive authorisation, our Supervision team will visit and ask to see the manual. The manual should include the points mentioned below. Please note this is not an exhaustive list. the structural oversight and reporting arrangements that will ensure you continually meet

your compliance obligations under applicable legislation in the DIFC; how compliance reports are prepared, authorised, disseminated and followed up; policies and procedures, systems and controls, and customer documentation should cover

areas such as client classification, marketing material, suitability, disclosure of fees and commissions, inducements, and segregation of Client Assets;

how compliance breaches are detected, recorded, categorised and rectified; how the DFSA and other Financial Services Regulators, if applicable, will be kept appraised

of all relevant breaches; how you will keep yourself updated on any changes to applicable legislation in the DIFC and

DFSA Rules; the arrangements for handling, resolving and recording complaints, with particular reference

to the requirements of GEN chapter 9 (Complaints Handling and Dispute Resolution); how you will embed a positive mind-set towards compliance issues in all your employees,

not just your compliance staff; how you will ensure compliance by any Person under a material outsourcing or delegation

arrangement with relevant requirements and procedures; how you will determine and maintain records of your Client verification; how you will ensure training and competence are embedded into the culture of your firm; who will be responsible for reviewing the compliance plan, how often the plan will be

reviewed and what process will be followed; how you will ensure compliance with financial reporting and regulatory Capital

Requirements;



does the firm have a conflicts management policy? Describe how senior management and the board will identify and manage conflicts of interest between different clients, and between the firm and clients. We want to know how you plan to manage conflicts that may arise in the course of your business.

describe your employee code of conduct and how you deal with Employee Personal Account Transactions. Please see COB section 6.2;

If you want to carry on a Financial Service with or for a Retail Client, you must apply for and obtain a Licence endorsement (“Retail Endorsement”). An application for a Retail Endorsement can be made to the DFSA by an existing Authorised Firm or a new applicant. We will grant a Retail Endorsement only if we are satisfied that you can provide Financial Services to Retail Clients in accordance with all the regulatory requirements applicable to the relevant Financial Service. You should also be able to demonstrate that your systems and controls (including policies and procedures) adequately provide for compliance with the requirements specifically dealing with Retail Clients, in particular:

marketing materials intended for Retail Clients; content requirements for Client Agreements for Retail Clients; suitability assessment for recommending a financial product for a Retail Client; disclosure of fees and commissions and any inducements, to a Retail Client; segregation of Client Money and/or Client Investments, where relevant.

Your systems and controls must be adequate to ensure on an ongoing basis, that your employees remain competent and capable to perform the functions which are assigned to them, including any additional factors that may be relevant if their functions involve interfacing with Retail Clients. The adequacy of your Complaints handling policies and procedures will also be reviewed. You must have Complaints handling policies and procedures that meet the requirements in GEN chapter 9. Your policies and procedures must provide for fair, consistent and prompt handling of Complaints. In addition to the matters set out in GEN chapter 9, the policies and procedures should explicitly deal with how you ensure that:

employees dealing with Complaints have adequate training and competencies to handle Complaints, appropriate impartiality and sufficient authority (see GEN Rules 5.3.19, 9.2.7 and 9.2.8);

a Retail Client is made aware of the firm’s Complaints handling policies and procedures before obtaining its services (see COB Rule A2.1.2(1)(h)); and

your firm’s Complaints handling policies and procedures are freely available to any Retail Client upon request.

CF33. Anti-money laundering procedures Your anti-money laundering procedures should include, amongst other things, arrangements to: Ensure compliance with UAE Law No 4 and any other relevant UAE federal laws. The only

exception is if another jurisdiction’s laws or regulations prevent or inhibit you from complying with UAE Law No 4 or the DFSA Rules; in which case you should tell us. Also note that should such an event arise after you are authorised, you are obliged to notify us promptly in writing;

Ensure compliance with relevant resolutions or sanctions issued by the United Nations Security Council. Please refer to GEN Rule 5.3.29;

Monitor for, detect and report suspicious customers and transactions. You should ensure your procedures comply with the requirement for Suspicious Transaction Reports (STRs), to be made in the required format to the Anti-Money Laundering Suspicious Cases Unit (AMLSCU), with a copy provided to the DFSA. Details of the required format of the report and details for submission can be found on the DFSA website;



Establish and verify the identity of the customer and any other person on whose behalf the customer is acting, including that of the beneficial owner. Details will need to be provided if you intend to delegate any aspect of the customer identification process to a qualified professional or the Unitholder verification process to a Fund Administrator;

Establish and verify your business partners’ identities, including correspondent banks; Provide an audit trail of transactions; Determine the duties and obligations of your Money Laundering Reporting Officer (MLRO); Review the effectiveness of your Anti-Money Laundering policies, procedures, systems and

controls at minimum on an annual basis; Respond to any request for information made by UAE authorities or the DFSA. You will need

to state where customer or Unitholder identification records will be kept and, if these are outside of the UAE, whether there is any secrecy or data protection legislation that would restrict access by you, the DFSA or the law enforcement agencies of the UAE. If this is the case, you will need to provide details of the arrangements that it will be put in place to ensure copies of these records are kept in a jurisdiction which allows access;

Maintain AML relevant documents and records; Ensure that you obtain and make use of findings in relation to names of persons, groups,

organisations or entities, or any other body where suspicion of money laundering or terrorist financing exists;

Assess your risks in relation to money laundering and perform enhanced due diligence investigations for higher risk products, services and customers;

Determine whether a customer is a Politically Exposed Person (PEP) and address the associated risks accordingly;

Establish and maintain anti-money laundering training programmes and awareness sessions. This should include a description of the arrangements in place to ensure you obtain and use any government, regulatory and international findings;

Ensure compliance with any other obligation in the DFSA’s AML module. You must have arrangements in place to provide appropriate Anti-Money Laundering training (including the internal reporting duties and Client identification duties) to your employees. Please provide full details of what training you will provide for all your relevant employees and whether the MLRO will be in charge of this training. If the MLRO will not be in charge, then give the full name and job title of the person who will be;

If you will be Providing Fund Administration, ensure such procedures are also relevant with respect to Unitholders of a Fund;

If you will be Providing Trust Services, ensure such procedures include due diligence for settlors, trustees and principal names beneficiaries in accordance with COB section 5.10.

You will need to provide the details of the Deputy Money Laundering Reporting Officer, including surname/family name and given name.

You will need to state whether your Anti Money Laundering function will be subject to oversight, review or audit by either your Parent’s Anti Money Laundering function, internal audit or another internal function or external organisation. If so, you will need to specify the arrangements including the nature of the oversight, review or audit and the scope and frequency with which it will be undertaken.

AML Rule 3.4.1 requires a firm to take reasonable steps to verify the identity of its customers. Please detail the policies, procedures, systems and controls that you will put in place to ensure that sufficient evidence of the identity of all your Clients (or a Fund’s Unitholders, if relevant) will be obtained.

Detail the procedures or systems that you will put in place to ensure that “Know Your Customer” (KYC) or Unitholder information is made available to your relevant employees. In addition, are there any systems that will be set up to obtain further information;

Detail the proposed disciplinary steps that you will put in place for any employee who fails to report promptly to the MLRO any suspicion or beliefs that money laundering is occurring as required in AML section 3.5;

Describe the record keeping arrangements you will put in place for records, as specified in the AML module of the DFSA Rulebook.



CF34. Compliance monitoring programme

Your programme should document how compliance is monitored within the business units. CF35. Risk management policies

Your policy document should describe the risk management arrangements you will establish and maintain to identify, assess, mitigate, control and monitor the risks arising from the Financial Services activities carried on in or from the DIFC. Such arrangements should also take into account any Funds for which you are acting as the Manager. Include the following: the nature, scope and organisational structure of your risk management functions; the reporting lines and nature, scope and frequency of risk reporting, including the composition and terms of reference of any risk committees and any appropriate links to Group risk reporting.

Fees

The application fee will vary according to the Financial Services to be carried on. Comprehensive details of fees can be found in the Fees module of the DFSA Rulebook. Section 2 - Regulatory business plan

Please refer to ‘Part 2: Notes on what the DFSA expect to see in a regulatory business plan’.

Section 3 – Prudential regulatory reporting CF36. To determine the prudential Category relevant to you, please refer to PIB section 1.3. If you are

conducting the Financial Services of Effecting Contracts of Insurance and/or Carrying out Contracts of Insurance, please answer “Insurer”.

CF37. Refer to GEN section 8.2 to determine the accounting standards to be used in preparing your financial accounts and statements. The expected standard is International Financial Reporting Standards (IFRS) / Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). If you are using a different standard you will need to apply for a waiver.

CF38. - Section 4 – Fit and Proper questionnaire & Declaration

CF39-45. These questions are self-explanatory and are focused on the fitness and propriety of the firm. If you answer yes to any question please supply all relevant information - openness and honesty are essential. Should we need to examine your application more closely because of any disclosures you make, this will not necessarily count against you. However, deliberately withholding information or providing false or misleading information, will adversely impact the success of your application. If in doubt, disclose.



Part 2: Notes on what the DFSA expect to see in a regulatory business plan

The regulatory business plan should set out the strategy and rationale for establishing an operation in the DIFC and also demonstrate how the business will be managed and controlled. We recommend you attach the regulatory business plan as a separate document, which should be no longer than 50 pages, depending on the nature and complexity of the business. We need to understand the business model of your firm so we can ensure it is authorised for the correct Financial Services, Investment types and Client types and to enable us to assess the adequacy of your resources. You will need to: identify all the Financial Services and any other activities you intend to carry on; identify all the likely business and regulatory risk factors; explain at high level how you will monitor and control these risks; and take into account any intended future developments. Please remember that your description of your business is an important part of the overall application and integral to our decision making. The amount of detail submitted should be proportionate to the nature of the business you intend to carry on, and should be appropriate to the risks to your Clients.

Introduction and background

This is an opportunity to provide a very brief introduction/history of the firm, including what experience, if any, you have in carrying on the proposed business in Dubai or other jurisdictions. Strategy and rationale for establishing in the DIFC

BP1. Business activities Describe your proposed activities in terms of the permitted Financial Services defined in the GEN module of the DFSA Rulebook and the type of products and/or services you propose to offer, together with a rationale for these conclusions. Please document how each Financial Service listed below will relate to your day-to-day business activities. Accepting Deposits; Providing Credit; Dealing in Investments as Principal; Dealing in Investments as Agent; Arranging Credit or Deals in Investments; Managing Assets; Advising on Financial Products or Credit; Managing a Collective Investment Fund; Providing Custody; Arranging Custody; Effecting Contracts of Insurance; Carrying out Contracts of Insurance; Insurance Intermediation; Insurance Management; Managing a Profit Sharing Investment Account; Operating an Alternative Trading System; Acting as the Trustee of a Fund; Providing Trust Services; and Providing Fund Administration.

Please note that, if the applicant is a branch of a non-DIFC entity, it may only apply for financial



service activities for which its head office has already been licensed by its home state regulator.BP2. Target markets (geographical areas)

Which markets / regions you will target. BP3. Product(s)

Describe your financial products / investments in detail. BP4. Clients

Describe in detail the types of Clients that you intend to target, including the approximate size of the target Client base eg institutional, high net worth, Professional Clients, Retail Clients related / group company, geographical location, high net worth, professionals, retail etc. Please refer to COB chapter 2 for Client classification.

We also expect you to identify existing and target clients, and to identify ultimate beneficial owners in relation to each client and each transaction that you are involved in. This would include understanding the beneficial ownership or having access to beneficial ownership information of holdings in any pooled investment vehicle that you manage.

Detail should also be provided as to how you plan to source your clients eg by referral, marketing, advertising or transfer from within your Group. Where Clients will be transferred, please explain, in detail, the process, timescale and the due diligence that will be undertaken to ensure full compliance with the requirements of the COB and AML modules of the DFSA Rulebook.

Document in detail how you plan to derive an income from your Clients eg premiums, commission, interest, etc.

BP5. Competition Who do you see as your main competitors? How will you go about increasing your share of the market?

Organisational structure

BP6. Proposed legal entity structure In this section, we are seeking information on corporate structure and the proposed legal structure and where it fits into existing operations. We want to know the type of legal entity to be used and then whether this entity will be applying as a DIFC entity or non-DIFC entity.

BP7. Relationship with group to include organogram and description of intra-group commercial activities Organogram of group structure identifying all Controllers, ultimate beneficial owners, other shareholders and Close Links. Include a clear breakdown of percentage shareholding sizes, jurisdiction in which the entity/individual is based, identification of any other regulated entities and each entity’s principal activity. Where shares are held by a trust, you must also provide details of all trustees, settlors and beneficiaries. You should also provide narrative regarding intra-group transactions and business relationships eg guarantees, cash flows and their rationale.

BP8. Other regulators of group Describe the extent to which overseas regulators supervise the group and whether they carry out supervision of the firm on a consolidated group basis.

Management structure and organisation (corporate governance)

BP9. Board: executive and non-executive members Describe the board composition - experience, non-executive directors and the frequency of board meetings. Brief biographies for each individual will be helpful.

BP10. Senior management Provide brief biographies of the senior management team of the entity/group. Indicate the allocation of individual and where applicable, shared significant responsibilities among the senior management team; as well as the titles and role descriptions of the relevant senior managers to whom significant responsibilities are allocated. Also provide the basis on which you have assessed their ability and qualifications to discharge the allocated responsibilities. Please also provide details regarding your/group corporate governance structure in terms of how



business decisions are made and controls implemented. This should include information concerning the management information flows within the firm; and how the governing body and other relevant corporate governance structures receive the information needed to run the business.

BP11. Main committees (insight into decision making and how risk will be monitored) Describe any board committees and main committees which will make decisions, monitor and control risk. Describe the scope, remit, composition, responsibilities and reporting lines of each committee.

BP12. Organogram of legal entity eg reporting lines to demonstrate separation of functions and independence of compliance/internal audit The employee organogram should identify the senior management / head functions with significant influence and any reporting lines to the Governing Body. Please ensure the CO and MLRO have access to both the Senior Executive Officer and board of Directors.

Proposed resources (non-financial resources)

BP13. Human resources: staffing and recruitment Describe your proposed staffing and overall headcount including details regarding where they are located locally, regionally and globally if applicable. Outline how you will supervise, train and monitor your employees to ensure they remain fit and proper, competent and capable of performing the functions to which they are assigned.

BP14. Premises Where is the principal/proposed principal place of business? Is it fully operational? If not, when will you have fully operational premises? When will the contract on the premises run out?

BP15. Outsourcing arrangements (if relevant) Provide details relating to any arrangements made with third parties / Service Provider in connection with the Financial Services you are carrying on, and explain fully how the activity will be operated. Points to consider are: the rationale for outsourcing/delegating; function/activity/Financial Service to be outsourced / delegated; whether this will be outsourced externally or to a Group entity and the name of the provider; why you have chosen this entity, any contingency plan, and how you will monitor and review

the third party’s performance; the arrangements for the selection and appointment of outsource providers and how control

over the outsourced function(s) will be maintained; location of third party / Service Provider.

High level controls

BP16. Risk management including risk tolerance / approach and risk policies to include credit, market, liquidity, operational, underwriting and reserving. Identify the main external and internal risks for your business and how you intend to manage those risks. Document what policies will be in place (eg credit, market, liquidity, operational, underwriting and reserving) to mitigate these risks.

BP17. Compliance (including AML/CTF policies) Describe the role of compliance and AML; the resourcing of the function(s) and its internal and external reporting line and how employees will be made aware of their regulatory obligations. Specify how senior management will ensure a culture of compliance is embedded in each of the business units, as well as the systems and controls that will be in place to monitor compliance. It is important that senior management and the board of a firm look to instil an appropriate culture for compliance and risk management throughout the firm. Document how you promote this eg through an appropriate remuneration policy, incentives for client retention, staff recruitment process (background checks), and management information. Describe the AML/CTF policies and procedures that you will have in place to prevent money laundering and terrorist financing. Document whether your compliance/MLRO functions will be subject to oversight, review or audit by a parent or Group compliance function, internal audit or another internal function or external organisation. Specify the arrangements including the nature of the oversight, review or audit and the scope and frequency with which it will be undertaken.



BP18. Internal audit Provide details of the nature, scope, remit, organisational structure, reporting lines and staffing of the internal audit function. If your firm is part of a Group, you will also need to provide details of the relationship between your internal audit function and the internal audit function of the Group.



Financial projections

BP19. Assumptions and projections demonstrating adequate financial resources

To reflect the financial projections requested in the Core Information form please document your approach to the assumptions made, capitalisation, liquidity, earnings and any associated risks. Please also describe what stress testing has been carried out in relation to expected revenues and costs. Please note assumptions and projections should cover 3 years of operation shown on a quarterly basis.

Additional notes for certain Financial Services

This section contains information that may assist you in completing the regulatory business plan if you are carrying on the following Financial Services:

Providing Fund Administration Providing Trust Services Acting as the Trustee of a Fund

You should cover each of the following points when producing your regulatory business plan. There are no supplements for these Financial Services. If you wish to conduct only these Financial Services, you are required to complete the Core Information form and regulatory business plan only. BP20. Providing Fund Administration

Provide a description of the proposed activities you will carry on while conducting the Financial Service of Fund Administration to be provided in or from the DIFC with reference to the activities set out below and under GEN Rule 2.24: processing dealing instructions including subscriptions, redemptions, stock transfers and

arranging settlements; valuation of assets and performing net asset value calculations; maintaining the share register and Unitholder registration detail; performing anti-money laundering requirements; undertaking transaction monitoring and reconciliation functions; performing administrative activities in relation to banking, cash management, treasury and

foreign exchange; and producing financial statements; or communication with participants, the Fund, the Fund

Manager, investment managers, custodian, trustee, prime brokers, regulators and any other parties in relation to the administration of the fund.

A description of any other administrative functions or services proposed which are not captured by the above activities. A description of any circumstances where the Fund Administrator will not be appointed either by the Fund itself, or the Manager of the Fund. Details should be provided of any sub-delegation arrangements. A description of the arrangements for the maintenance of records in compliance with CIR section 5.1.6 – 5.1.7. If your services involve holding cheques to the order of a Fund’s bank account, or holding a mandate over a Fund’s bank account, an outline of the circumstances and the controls that you will have in place to ensure compliance with CIR Rule 5.1.3 will need to be given.



BP21. Providing Trust Services

In conjunction with Part 2 of these notes your regulatory business plan should also describe the nature of the activities you will carry on while conducting the Financial Service of Providing Trust Services. Detail regarding the following activities as per GEN Rule 2.23.1: the provision of services with respect to the creation of an express trust; arranging for any Person to act as a trustee in respect to any express trust; acting as trustee in relation to an express trust; the provision of Trust Administration Services in relation to an express trust; or acting as a protector or enforcer in relation to an express trust.

Please refer to GEN Rule 2.23.1 and COB chapter 5. Please note the activity of Providing Trust Services does not include the activity of Acting as the Trustee of a Fund, which is a separate Financial Service. How you will mitigate the potential for any money laundering risks inherent to the structures used by trusts / express trusts. Please refer to the AML module of the DFSA Rulebook. Whether you will be delegating any duties or powers and outline the circumstances and the controls that you will operate to ensure compliance with COB Rule 5.2.9. A description of the procedures that ensure regular reviews are conducted in accordance with COB Rule 5.3.1. A description of your arrangements to ensure compliance with the principle of dual control detailed at COB section 5.5. A description of your procedures for conducting due diligence on settlors, trustees and principal named beneficiaries in accordance with COB section

BP22. Acting as the Trustee of a Fund

You should provide the full name and business address of the Trustee. Indicate whether the Trustee is an Authorised Firm authorised to Act as the Trustee of a Fund; or an applicant to be an Authorised Firm. Confirm whether the Operator has entered or will enter into a Trust Deed with the Trustee in accordance with the requirements of Art 13 of the Investment Trust Law 2006 and other applicable requirements under the Collective Investment Law and CIR Rules. What resources you will have to carry out the duties of the Trustee as required under Part 5 of the Investment Trust Law 2006, and how you will ensure a Trustee has the requisite experience and independence.

What measures you will take before carrying out an Operator’s instructions to ensure that those measures comply with the requirements of CIR Rules 7.1.3 (1) and (2) (concerning the issue of Units). The arrangements you will implement to ensure the Fund’s Unitholder register is maintained in accordance with CIR Rule 8.7 and the Investment Trust Law 2006.

If you intend to delegate the Financial Service of Providing Fund Administration and Providing Custody and whether under CIR Rule 8.12.3 you have obtained consent from the Fund Manager. If so, please provide full details, including the name of the Service Provider(s) involved, details of whom it is regulated by, and a summary of the due diligence required under CIR Rule 8.12.4 and App 1. If you will you be carrying out the fund oversight function required under the CIR Rules in respect of the Fund, please describe what arrangements you will implement in order to ensure you are meeting your obligations under CIR Rules (concerning general oversight duties).



Part 3: Supplement notes

Asset management supplement notes This section contains information that may assist you in completing the asset management supplement. Each note relates to a question in the asset management supplement e.g. AM3 below provides information that assists applicants to complete the question at AM3 of the asset management supplement. Section 1: Corporate governance, strategy and business model AM1. Confirm whether the funds / portfolios accounts to be managed will be individual Client funds;

Domestic Funds, Foreign Funds, or pooled accounts. Document whether you will be managing Investments in an account or portfolio (whether on a discretionary basis or a non-discretionary basis under the terms of a non-discretionary management agreement). How will these accounts be structured? Provide details about the underlying assets to be invested in such as cash, equities, debt, property, derivatives, and, if applicable details of the products such as derivatives used only for hedging purpose.

AM2. - AM3. Provide details of any role you have in the governance of portfolio(s) you manage as well as the

role of the Fund Manager, investment committee and any other third parties. Outline the likely structure of your investment committee.

Section 2: Financial and operational risks AM4. Provide details regarding the principal investors who will provide the seed capital of any portfolio

you will manage. Section 3: Conduct of business risks to clients and markets AM5. Please refer to COB section 6.4 and COB Rules 6.8.3 – 6.8.6. Where a Client order is passed

to another person for Execution, describe the procedures to be adopted to ensure Client orders are passed on in a timely fashion and are properly executed. Your answer should also address how you will manage any differences in work days and time between the DIFC and the jurisdiction in which that other person is located.

AM6. Describe the procedures and controls to be adopted to ensure conversations relating to negotiating, agreeing, arranging and confirming Transactions and for the passing of payment instructions comply with the record keeping requirements in COB section 6.7 and APP 1.

AM7. You can only market Foreign Funds that meet DFSA requirements. (Please see CIR chapter 15) AM8. Please see COB sections 6.11, 6.12, 6.13, APP5 and APP6. AM9. Please see COB section 3.5. AM10. - AM11. Please see COB section 3.4. Detail the extent to which considerations as to suitability will be

limited and how such limitations (if any) will be communicated to and consented to by Professional Clients. Documentation of such assessment and record keeping should be addressed.

AM12. Please provide details of the risks inherent to any portfolio(s) you will manage including diversification, currency, types of investments and the estimated proportion which will be represented by each type of investment. This should also be reflected in your risk management policy and procedures and be available for inspection if required.

AM13. - AM14. Please see COB section 6.10. AM15. Please provide detail regarding the appropriate skills and experience of the person(s) in Client

facing roles and responsible for the exercise of discretionary management decisions in relation to the management of these products. Please also refer to GEN Rule 5.3.18.



Banking and lending supplement notes This section contains information that may assist you in completing the banking and lending supplement. Each note relates to a question in the banking and lending supplement. Eg BL7 below provides information that assists applicants to complete the question at BL7 of the banking and lending supplement. Section 1: Corporate governance, strategy and business model BL1. Please provide detail of the intended nature of the Deposits which you would wish to attract. i.e.

whether your proposed deposit base is intended to comprise of professional, commercial or interbank funding. Where the firm’s proposed deposit base would be a mixture of these, please give an indication, in percentage terms, of how the deposit base may be structured. Please also provide details as to how you intend to attract your depositors.

Section 2: Financial and operational risks BL2. The appropriate level at which credit decisions are taken will vary according to the type of credit

offered and your size and structure. A credit committee may be appropriate, with formal terms of reference laid down. Alternatively, individuals may be given pre-assigned authority limits. It will usually be appropriate for the final credit approval authority to be given by employees reporting independently from the employees interacting with the clients. Further guidance on Credit Risk systems and controls and on the specific areas which the Credit Risk policy should cover, are set out in PIB sections 4.2 and A4.2. Where a credit committee exists, please attach a copy of its terms of reference.

BL3. This question deals with the Concentration Risk of Large Exposures, general exposures (eg it could be that a large number of loans and investments are concentrated on a particular industry sector) and country exposures. Please refer to PIB.

BL4. The provisioning polices will need to include the type of reporting mechanisms you use, how often the provisioning policy is reviewed, the type of management reports used and to whom they are circulated, the decision making process for ensuring the adequacy of specific provisions, write-off policy and the procedures and controls in place to identify the need to make provision. Please refer to PIB section 4.2

BL5. You will need to show how your liquidity strategy seeks to identify, measure, monitor and control Liquidity Risk and how this Liquidity Risk is managed on a day-to-day basis. You should also advise on the expected maturity profile of your proposed deposit base and how you intend to manage any apparent maturity mismatches between your credit portfolio and your funding requirements. Finally your answer should set out what, if any, contingency plans are in place to access liquidity in extreme circumstances. See in particular PIB sections 6 and PIB App 6.

BL6. You should provide a copy of your policy for managing Trading Book and Non-Trading Book interest rate risk and describe the tools you use to manage it. You should also describe the role of the asset and liability committee or other appropriate management committee in managing this risk.

BL7. Include a description of the risk identification and monitoring tools and processes, any capital charge calculations models you use to address operational risk and operational risk reporting to the board and senior management. Please explain how your reconciliation, operational and accounting controls ensure the integrity of the general ledger in your financial accounting system at all times.

Section 3: Conduct of business risks to clients and markets BL8. Please refer to COB section 4.2. BL9. Please refer to COB section 4.3. BL10. Please refer to COB Rule 4.3.1



Insurance supplement notes This section contains information that may assist you in completing the insurance supplement. Each note relates to a question in the insurance supplement. Eg IN8 below provides information to assist you to complete the question at IN8 of the insurance supplement. Section 1: Corporate governance, strategy and business model IN1. - IN2. PIN chapter 10 focuses solely on Insurance Special Purpose Vehicles (ISPV). If you are an ISPV

and have answered this question fully, you do not need to answer the remaining questions in this supplement.

Section 2: Financial and operational risks IN3. There is extensive guidance on the management and control of risks in PIN Appendix 2. See in

particular PIN sections A2.7 and A2.9. IN4. See in particular PIN section A2.14. IN5. See in particular PIN section A2.5 and the requirements for actuarial review in PIN chapter 7. IN6. See in particular PIN section A2.6. Section 3: Conduct of business risks to clients and markets IN7. This question relates to Insurance Monies arising from Insurance Intermediation or Insurance

Management business. These are defined in COB Rule 7.12.2 and the rules on handling them are contained in COB Rules 7.12.5 – 7. 12.15.

IN8. If you have cover agreements, agency agreements or mandates with Insurers that give you authority to accept risk on behalf of Insurers, we want some detail on what those arrangements are. Your response should include the list of Insurers you intend to use over the next 12 months and the limits of the authority that you have to accept risk on behalf of the Insurer, for example, what is the maximum capacity in respect of any one risk? (It may be easier for you to provide copies of the relevant agreements.)



Islamic Finance Business supplement notes This section contains information to assist you in completing the Islamic Financial Business supplement. Each note relates to a question in the Islamic Financial Business supplement. Eg IF2 below provides information to assist you to complete the question at IF2 of the Islamic Financial Business supplement. Section 1: Corporate governance, strategy and business model IF1. Set out your track record in Islamic Financial Business and how you are regulated in other

jurisdictions in relation to Islamic Financial Business. IF2. Please refer to GLO for the definitions of Islamic Financial Business, Islamic Financial Institution

and Islamic Window. IF3. Explain how each financial Transaction effected as part of your Islamic Financial Business takes

place. This should take account of Murabaha, Mudaraba, Musharaka, Ijarah, Istisna, Salam, Kefala, Sukuk, Bai Bithman Ajil, Arboun, Takaful, and any other types of Islamic Contract. Identify the prudential risks involved in a transaction and which party carries those risks. See IFR chapter 3 and 5 for the prudential treatment of Islamic Contracts.

IF4. See IFR chapter 3 for requirements in relation to your Shari’a Supervisory Board (SSB). IF5. See IFR chapter 3 on appointment, dismissal and remuneration. IF6. - IF7. See IFR Rule 3.5.4 Section 2: Financial and operational risks IF8. - IF9. - IF10. See IFR section 3.4 IF11. See IFR chapter 3 IF12. See IFR section 3.6 and IFR section 3.7. Section 3: Conduct of business risks to clients and markets IF13. See IFR section 3.8 IF14. See IFR section 3.8 IF15. See IFR chapters 3 and 5. Please also refer to PIB chapter 3 for prudential treatment. IF16. See IFR chapter 5 IF17. See IFR chapter 5 IF18. - IF19. - IF20. See IFR chapter 6 IF21. - IF22. See IFR Rule 3.7.2.



Public Fund supplement notes This section contains information that may assist you to complete the Public Fund supplement. Each note relates to a question in the Public Fund supplement. Eg PF3 below provides information to help you to complete the question at PF3 of the Public Fund supplement. The following boxes marked ‘X’ indicate which sections of this form need to be completed by you:

Type of Public Fund Application Authorisation

as a Domestic Fund Manager

Variation of Licence as a Domestic Fund Manager

Applying as an External Fund Manager

Existing Domestic / External Fund Manager seeking Registration of an additional Public Fund

Converting an existing Exempt Fund to Public Fund status

Applicable Section

Section 1: Information about the Domestic Fund Manager

X X X

Section 2: Information about the Trustee* X X X X X

Section 3: Documentation for a Domestic Fund Manager

X X X

Section 4: Documentation for an External Fund Manager

X X

Section 5: Information about a Fund X X X X X

Section 6: Documentation for a Fund X X X X X

Section 7: Disclosure & Declaration X X X

Section 8: Additional Declaration for External Fund Manager

X X X

* Only applies to Investment Trusts



Section 1: Information about the Domestic Fund Manager PF1. You should describe how the Fund Manager’s procedures and controls will ensure that:

a) the fund is valued according to CIR 8.4 (Valuation of a fund) and the extent to which you will follow CIR App4 (“Guidance on asset valuation and pricing”) or other alternative methodologies, which should be described;

b) a single price is determined in accordance with CIR 8.5 (Determination of a single price); c) if the Fund is an open-ended Funds, issues and redemptions are able to be made at all

times during dealing days in accordance with CIR 8.6 (Issue and redemption), d) a register of each Unitholder is maintained in the DIFC in accordance with CIR 8.7

(Unitholder register); and e) sufficient accounting and other records are held in the DIFC in accordance with CIR 8.10

(Maintenance of records). PF2. Please provide details regarding who is the Eligible Custodian and how it meets the

requirements in section 8.2 of CIR. Please also see CIR section 8.12 and CIR Appendix 1 for delegation requirements.

PF3. Please provide details regarding who will carry out the investment management activities of the Fund. This should include the name of the Service Provider, a summary of the due diligence required under CIR 8.12.4, the Service Provider regulator, and attach the draft Delegation Agreement. Please also specify how the Service Provider meets the criteria under CIR Rule 8.12.2. Please see CIR section 8.12 and CIR Appendix 1 for delegation requirements.

PF4. Please provide details regarding who will carry out the Fund Administration. CIR chapter 5 specifies the requirements applying to a Fund Administrator. You should also include the name of the Service Provider, a summary of the due diligence required under CIR 8.12.4, the Service Provider regulator, and attach the draft Delegation Agreement. Please also specify how the Service Provider meets the criteria under CIR Rule 8.12.2. Please see CIR section 8.12 and CIR Appendix 1 for delegation requirements.

PF5. Please see Article 38 of the Collective Investment Law and make reference to the Fund’s constitution and prospectus.

PF6. Please refer to Articles 39-42 of the Collective Investment Law as well as CIR section 10.3. PF7. You must confirm which oversight arrangement is applicable to your Fund whether it be an

oversight committee, Eligible Custodian or Trustee. PF8. Please see CIR section 9.3 regarding auditors. PF9. Please advise which of the following accounting standards permitted by CIR 9.2 will be followed

by the Fund: IFRS Supplemented by IMA SORP; US GAAP; AAOIFI (for an Islamic Fund). Please see CIR Rule 9.2.1.

PF10. Please see CIR 5.1.2 and the AML Module. PF11. If you wish to have any of the DFSA Rules waived or modified, you must submit the Form SUP

2. Section 2: Information about the Trustee PF12. - PF13. Article 21 of the Collective Investment Law provides for three categories of persons as capable

of acting as a Trustee. This includes a body corporate which is an Authorised Firm with a Licence authorising it to act as a Trustee or to Provide Custody; or a person regulated and supervised by Financial Services Regulator in a Recognised Jurisdiction with respect to its custody or depositary services.

PF14. Please see the relevant sections of the CIR module and Investment Trust Law 2006 for the requirements of a Trustee of a Fund and Trust Deed.

PF15. Please see CIR 7.1.3 PF16. Please see CIR 8.7 and Article 25 of the Investment Trust Law. PF17. Please see CIR 8.12.3 – 8.12.7. PF18. Please see CIR 10.3.1 and 10.3.4.



Section 3: Documentation for a Domestic Fund Manager PF19. Please see CIR sections 8.2 and 8.12 as well as CIR APP 1. Section 4: Documentation for an External Fund Manager PF20. If you are unable to attach a letter of good standing from your regulator regarding your

application, you must arrange for it to be sent directly to the DFSA by your regulator prior to submission of this application. Otherwise DFSA will not be able to accept submission of your application.

PF21. - PF22. PF23. Please see CIR 6.1.3 regarding the appointment of a Fund Administrator or Trustee as agent of

an External Fund Manager. Please note the agreement must contain the information regarding the type of powers being granted to the agent to facilitate the External Fund Manager in relation to its dealings with the DFSA and Unitholders and prospective Unitholders such as:

If it is an open-ended Fund, the issue, resale and redemption of the Units of the Fund and the publication of the price at which such issue, resale or redemption will occur as provided under the Law and the Rules;

The sending to Unitholders of the Fund all the reports required under the Law and the Rules;

Access to the Constitution and most recent Prospectus of the Fund to Unitholders and Prospective Unitholders;

Access to the Unitholder register; and Access to the books and records relating to the Fund as required by the DFSA and any

person providing the oversight functions of the Fund, in or from a place in the DIFC.

PF24. Please refer to the notes in PF23. Section 5: Information about the Fund General information PF25. - PF26. Please refer to Article 16(1) of the Collective Investment Law for the Domestic Fund criteria. PF27. Please see Article 26 of the Collective Investment Law for the permitted form of a Domestic

Fund. PF28. Please see CIR Chapters 3 and 13 as well as IFR Chapter 6. PF29. - PF30. A Fund Manager is under an obligation to operate and administer a Fund in line with its risk

profile and investment objectives set out in the Prospectus of the Fund. Please see CIR Rule 10.5.2.

PF31. If the fund has exposures to derivatives it should describe in detail the risk management processes which will be implemented by the Fund Manager to ensure it is able to monitor and measure as frequently as appropriate the risk of the Fund’s Derivative positions and their contribution to the risk profile of the Fund. Please see CIR Rule 10.5.5.

PF32. Please see CIR 10.5.6 – 10.5.7 and also CIR chapter 13 for requirements applicable to specific types of Fund.

PF33. Please advise whether the Fund is planning to list on an Authorised Market Institution immediately upon, or shortly after (within the first 12 months) of the Fund’s incorporation or establishment. Please distinguish between any longer term plans to list, for example as an exit strategy for the Fund’s initial Unitholders.



Additional information about Specialist Funds Private Equity Fund ( the following 3 questions only apply if you intend to manage a Private Equity Fund) PF34. Please see CIR Rule 13.3.1. PF35. Please see CIR Rules 13.3.3 – 13.3.4. PF36. Please refer to CIR 14.4.5 Hedge Fund ( the following 7 questions only apply if you intend to manage a Hedge Fund) PF37. Please refer to the Hedge Fund Code of Practice section in Part 6 of these notes. This is a

principle-based code that sets out what the DFSA views as best practice standards for Hedge Funds.

PF38. Please see CIR Rule 13.6.1. PF39. Please see CIR Rule 13.6.2 PF40. Explain any prime brokerage relationships including details of any borrowing and custodial

arrangements as per CIR Rule 13.6.3. PF41. In relation to side letters, please refer to principle 7 of the DFSA Hedge Fund Code of Practice.

This is also located in this Notes Booklet. PF42. A side pocket is an arrangement under which a Fund Manager of a Fund (such as a Hedge

Fund) may segregate illiquid assets from the main portfolio of the Fund by issuing to Unitholders a new class of Units which participates only in the assets held in the side pocket. Such Units are not redeemable until the Fund is able to liquidate the assets held in the side pocket. To be able to create side pockets, the Fund Manager must have a clear mandate that enables it do so, and adequate prior disclosure should also be made to Unitholders of the discretion which the Fund Manager has to create such side pockets, including the circumstance in which the Fund Manager may exercise that discretion.

PF43. Please see CIR Rule 14.4.6 Property Fund ( the following 6 questions only apply if you intend to manage a Property Fund) PF44. Please see CIR Rule 13.4.1 PF45. Please see CIR Rule 13.4.4 PF46. Please see CIR Rule 13.4.5 and 13.4.10. PF47. Please see CIR Rule 13.4.18 – 13.4.21 PF48. Please see CIR Rule 13.4.3 PF49. Please see CIR Rule 14.4.2 Real Estate Investment Trust (the following question only apply’s if you intend to manage a Real Estate Investment Trust) PF50. Please see CIR section 13.5. Islamic Fund ( the following 2 questions only apply if you intend to manage an Islamic Fund) PF51. Please see IFR Rule 6.2 PF52. Please see IFR 6.2.1 (2) PF53. Please see IFR 6.2.1 (3) PF54. Please see IFR 6.5. PF55. Please see IFR Rule 6.1 Feeder Fund (the following 2 questions only apply if you intend to manage a Feeder Fund) PF56. Please see CIR 13.2 PF57. Please see CIR Rule 14.4.1 Fund of Funds (the following question only apply’s if you intend to manage a Fund of Funds) PF58. Please see CIR Rule 13.1 Umbrella Funds (the following question only apply’s if you intend to manage an Umbrella Fund) PF59. Please see CIR Rule 13.7



Additional information about an External Fund PF60. The Fund Manager of an External Fund must:

(a) have systems and controls which are adequate to ensure compliance with the requirements that apply to the External Fund in the jurisdiction in which it is established or domiciled; and

(b) inform the DFSA of the jurisdiction in which the Fund is or is to be established or domiciled and the nature of regulatory requirements applicable applicable to the Fund in the host jurisdiction.

A Fund Manager of an External Fund is generally not subject to the requirements that otherwise apply to other Domestic Funds (see Article 14(2) of the Law). However, some limited requirements apply to External Funds. See for example the disclosure required under Rules 14.2.4 – 14.2.7. Should such a requirement conflict with any requirements that apply to an External Fund in the jurisdiction in which the Fund is domiciled, the Fund Manager may apply to the DFSA for appropriate waivers or modifications of the DFSA requirements.

The DFSA may upon receipt of the information referred to in Rule 6.2.2(b), assess the desirability of establishing an External Fund in that particular jurisdiction chosen by the Fund Manager. Relevant considerations include:

(a) The Fund Manager’s need to establish the Fund in the particular jurisdiction for reasons

such as the physical location of the Fund assets or investor preference; (b) Any regulatory risks arising from establishing the External Fund in the relevant jurisdiction,

particularly if the Fund is to be open to retail investors; and (c) Whether the relevant jurisdiction complies with the FATF or other relevant international

standards or requirements. PF61. Give the name of the supervisory contact person from the relevant regulator including postal

address, telephone number, fax number and e-mail address. PF62. - PF63. Please see CIR Rule 6.2.2 PF64. If you wish any of the DFSA Rules waived or modified you must submit the Form SUP 2. Section 6: Documentation for a Fund PF65. The Constitution of the Fund must be in compliance with CIR Chapter 7 and CIR APP5. PF66. The Constitution of the Fund must be legally certified by the Funds legal advisers as complying

with the requirements set out in CIR and the Collective Investment Law 2006. PF67. The Prospectus of the Fund must be in compliance with CIR Chapter 14, CIR Appendix 7 and

CIR Rule 10.4. PF68. The Prospectus of the Fund must be legally certified by the Funds legal advisers as complying

with the requirements set out in the CIR and Collective Investment Law 2006 and under CIR. PF69. Please see CIR 9.3.1 PF70. Please provide a copy of the Fund approval letter from the Financial Services Regulator who

was responsible for approval and the ongoing monitoring of the Fund Section 7: Disclosure & Declarations This section should be completed by all applicants. Section 8: Additional Declaration for an External Fund Manager This section should be completed by an External Fund Manager only.



Sales and trading supplement notes This section contains information that may assist you to complete the sales and trading supplement. Each note relates to a question in the sales and trading supplement. Eg ST11 below provides information that assists applicants to complete the question at ST11 of the sales and trading supplement. Section 1: Corporate governance, strategy and business model ST1. Describe in detail what sales and trading you will be carrying out. We want to understand which

activities and which products your business will entail and to know, in income terms, the significance of each business line in the overall business plan.

ST2. Explain how your senior management determines and updates your business strategy. Please describe how your business performance is reviewed, how new business initiatives are adopted, and the processes involved in determining Client take on, new product development, new business activities and, for proprietary trading, your risk tolerance in relation to your capital.

ST3. Provide a Transaction flow chart for each type of sales and/or trading Transaction that you will undertake. These should clearly identify your role, the Client’s role and the role of any other third parties in each Transaction. Please indicate the movement of monies and assets. Each step in a Transaction should be clear, with the responsibilities and obligations of the parties involved clearly identified.

Section 2: Financial and operational risks Risk management ST4. Describe how you functionally separate risk management from business functions, and how you

ensure that risk management can challenge the business as appropriate. You may want to reference internal mechanisms such as reporting lines, management information, internal risk assessment reviews. Please see GEN section 5.3.

ST5. -

ST6. This question relates to principal and client trading. We would expect a description to include details of any stress testing and validation model-based techniques used.

ST7. We are interested to know how you will intend to manage Client accounts in terms of payments, distributions, valuations, and reporting.

ST8. - Internal control environment

ST9. Provide a copy of relevant Client Agreements. Please see COB chapter 3 and COB APP2. ST10. See COB chapter 6 for record keeping requirements. ST11. We want to know how you will ensure appropriate clearing and settlement of Transactions. Client Assets ST12. - ST13. See COB sections 6.11, 6.12, and 6.13. ST14. We want to know how you will reconcile your records of Client Assets, including Client Money,

with the records of other parties (such as third party custodians) so as to ensure any differences identified are rectified promptly.

ST15. -



Section 3: Conduct of business risks to clients and markets ST16. We want to know how you ensure that your employees, particularly in the front office and Client

facing roles, are competent. You may want to refer to your recruitment process and ongoing training and competence programmes. Please see GEN Rule 5.3.19.

ST17. See GEN chapter 9. You will need to show that you have procedures in place to ensure that a complaint from a Retail Client will be handled fairly, consistently and promptly.

ST18. See COB section 6.4. ST19. See COB section 3.4. You will need to show you ensure that advice to Clients is suitable and in

line with requirements. ST20. Please see COB chapter 3 and COB chapter 6. ST21. You can only market Foreign Funds that meet our requirements. Please see CIR chapter 15. ST22. It is important for you to ensure that you are not involved in market abuse such as market

manipulation / insider trading. We want to understand what controls you have in place to prevent abusive practices.



Part 4: Exempt Fund form notes Exempt Fund form notes This section contains information to assist you to complete the Exempt Fund form. Each note relates to a question in the Exempt Fund form. e.g. EF5 below provides information to assist you to complete the question at EF5 of the Exempt Fund form. The following boxes marked ‘X’ indicate which sections of this form need to be completed by you:

Type of Exempt Fund Application Authorisation


Variation of License as a Domestic Fund Manager


Existing Domestic / External Fund Manager giving Notification of additional Exempt Fund Applicable Section

Section 1: General Information

X X X

Section 2: Contact Details X X X


X X


X X


X

Section 6: Compulsory supporting documents for a Fund Manager

X X X

Section 7: Fees for a Domestic Fund Manager Application / Domestic Fund (Initial Annual Fee)

X X X X

Section 8: Prudential Regulatory Reporting for a Domestic Fund Manager

X X

Section 9: Fit & Proper Questionnaire & Declaration

X X X

Section 10: Information about the Fund X X X X

Section 11: Disclosure & Declaration X X X X


X



Section 1 General information PF1. - PF2. - PF3. We are seeking information about the legal nature of your Firm. Please refer to GEN Rule 7.2.2. PF4. There are generally two types of firms applying to be Authorised Firms: DIFC entities and non-

DIFC entities (or Branches).

DIFC entities are firms that have been created under DIFC legislation, such as DIFC Company Law or DIFC General Partnership Law.

Non-DIFC entities are firms that have been created outside of the DIFC under the laws of another jurisdiction, but who want to establish a place of business in the DIFC. Such firms are commonly referred to as Branch offices. Note that legally, the Branch is not a separate legal person to the firm.

PF5. Start-up entities are either new Financial Services businesses or existing Financial Services businesses which have not been subject to Financial Services regulation in the past. Please refer section 2-5 of the RPP Sourcebook module.

PF6. Give the name of the supervisory contact person from the relevant regulator including postal address, telephone number, fax number and e-mail address.

PF7. Please refer to GLO for the definition of Islamic Financial Business. PF8. If the company is going to be formed in the DIFC, please answer ‘in formation’. PF9. Your financial year-end will be used to determine the regulatory reporting requirements. PF10. You will need to give details of any trading name(s) which you propose to use for the purpose of,

or in connection with, any business carried out in or from the DIFC, if these are different from your legal name.

Section 2 - Contact details PF11. The contact person named should be the person who is responsible for the application during this

process and who will liaise with the DFSA. This person must be a representative of the company. It may be helpful to provide a second contact name as back up.

PF12. If you do not have an adviser assisting you with this application, please go to question EF14. PF13. You may have a professional adviser assisting you with this application. Please tick yes if the

DFSA should copy correspondence in relation to this application to the adviser. PF14. You need to give the full address of the registered and current / proposed place of business in the

DIFC or Dubai. It is expected that prior to submitting an application for authorisation, you will have already approached the Dubai International Financial Centre Authority (DIFCA) in relation to securing premises.

PF15. Whether you are a DIFC entity or non-DIFC entity, please provide your head office address. PF16. - PF17. State the name of your auditor, their address, the relevant contact person, telephone number and

fax number. Note that for Domestic Firms, the auditor must be an auditor registered with the DFSA in accordance with GEN chapter 8.

PF18. - Section 3: Information about the Domestic Fund Manager PF19. You should confirm whether or not the Fund Manager’s procedures and controls will ensure that it

meets the management and operation requirements of CIR Chapter 8. PF20. Please provide details regarding who is the Eligible Custodian and whether it meets the

requirements in section 8.2 of CIR. Please also see CIR section 8.12 and CIR Appendix 1 for delegation requirements.

PF21. Please provide details regarding who will carry out the investment management activities of the Fund and that it meets the requirements. Please see CIR section 8.12 and CIR Appendix 1 for



delegation requirements. PF22. Please provide details regarding who will carry out the Fund Administration and confirm that it

meets the requirements in GEN and also in CIR section 8.12 and CIR Appendix 1 for delegation requirements.

PF23. Please see CIR section 9.3 regarding auditors. PF24. Please advise which of the following accounting standards permitted by CIR 8.2 will be followed

by the Fund: IFRS Supplemented by IMA SORP; US GAAP; AAOIFI (for an Islamic Fund). Please see CIR Rule 9.2.1.

PF25. Please see CIR Chapter 9. PF26. If you wish to have any of the DFSA Rules waived or modified you must submit the Form SUP 2. Section 4: Documentation for a Domestic Fund Manager PF27. Organogram of group structure

This should identify all Controllers, other shareholders and Close Links including a breakdown of shareholding, jurisdiction in which the entity/individual is based, and identification of any other regulated entities. Where shares are held by a trust, provide details of all trustees, settlers and beneficiaries. Also provide narrative regarding intra-group transactions and business relationships e.g. guarantees, cash flows and their rationale.

PF28. Staff organogram including reporting lines

This should identify the senior management / head functions with significant influence and any reporting lines to the Governing Body. Please ensure the CO and MLRO also have access to both the Senior Executive Officer and the board.

PF29. - PF30. - PF31. AUT-IND1 forms

You must fill in an AUT-IND1 form for each individual who will be performing a Licensed Function. An Authorised Individual is a person who is approved by the DFSA to perform a Licensed Function for an Authorised Firm. Licensed Functions are defined in GEN section 7.4. A person may perform more than one Licensed Function. However we do not expect to see the same individual carrying out both business and control responsibilities, for example, Senior Executive Officer and Compliance Officer roles.

PF32. Financial projections

Please attach the following financial projections and assumptions commencing at the time of authorisation and, on a quarterly basis, for each of the first three financial years after licensing: Balance sheet (if applicable)* Profit and loss account, split into income streams; and Cash flow statement (if applicable)* forecast of your Capital Resources versus your Capital Requirement

*These items may not be applicable in the case of a Branch.

Please provide the figures in the DFSA reporting return format. A list of the key assumptions supporting these financial projections must also be submitted. Please confirm whether you have stress tested your forecasts and provide details.

PF33. Evidence of source of funds for start-up For start-ups, supporting evidence of the original source of funds which will be used to provide initial capital resources. We usually require details of how the money sourced for the start-up entity has been generated. Please provide a bank reference. You may be asked for a declaration that the funds are not from the proceeds of crime.

PF34. -



PF35. - Section 5: Documentation for an External Fund Manager PF36. If you are unable to attach a letter of good standing from your regulator regarding your application,

you must arrange for it tobe sent directly to the DFSA by your regulator prior to submission of this application. Otherwise DFSA will not be able to accept submission of your application.

PF37. - PF38. Please see CIR 6.1.3 regarding the appointment of a Fund Administrator or Trustee as agent of

an External Fund Manager. Please note the agreement must contain the information regarding the type of powers being granted to the agent to facilitate the External Fund Manager in relation to its dealings with the DFSA and Unitholders and prospective Unitholders such as: If it is an open-ended Fund, the issue, resale and redemption of the Units of the Fund and

the publication of the price at which such issue, resale or redemption will occur as provided under the Law and the Rules;

The sending to Unitholders of the Fund all the reports required under the Law and the Rules;

Access to the Constitution and most recent Prospectus of the Fund to Unitholders and Prospective Unitholders;

Access to the Unitholder register; and Access to the books and records relating to the Fund as required by the DFSA and any

person providing the oversight functions of the Fund, in or from a place in the DIFC.

PF39. Please refer to the notes in EF38. Section 6: Compulsory Supporting Documents for a Fund Manager The documents required in this section can be self-certified by all firms. Be aware that you may still be asked to supply all or any of the documents as part of the application. PF40. Compliance manual

This is a critical document which will impact the decision whether the firm should be authorised. The DFSA prefers it if the compliance procedures are incorporated in one manual. Once you receive authorisation, our Supervision team will visit and ask to see the manual. The manual should include the following details: The structural oversight and reporting arrangements that will enable you to continually meet

your compliance obligations under applicable legislation in the DIFC; How compliance reports are prepared, authorised, disseminated and followed up; How compliance breaches are detected, recorded, categorised and rectified; How the DFSA and other Financial Services Regulators, if applicable, will be kept appraised

of all relevant breaches; How you will keep your firm updated of any changes to applicable legislation in the DIFC

and DFSA Rules; The arrangements for handling, resolving and recording complaints received from clients,

with particular reference to the requirements of GEN chapter 9 (Internal Dispute Resolution and Complaints Handling);

How you will embed a positive mind-set towards compliance issues from all your employees, not just your compliance team;

How you will ensure compliance by any Person under a material outsourcing or delegation arrangement with relevant Regulations and procedures;

How you will determine and maintain records of Client verification; How you will ensure training and competence are embedded into your firm’s culture; Who will be responsible for reviewing the compliance plan, and how often the plan will be

reviewed and what process will be followed; How you will ensure compliance with financial reporting and regulatory capital requirements; How senior management and the board will identify and manage conflicts of interest



between different clients, and between the firm and its clients. PF41. Anti-money laundering procedures

Your anti-money laundering procedures should include, amongst other things, arrangements to: Ensure compliance with UAE Law No 4 and any other relevant UAE federal laws. The only

exception is if another jurisdiction’s laws or regulations prevent or inhibit you from complying with UAE Law No 4 or the DFSA Rules; in which case you should tell us. Also note that should such an event arise in the future, Authorised Firms are obliged to promptly notify us in writing;

Ensure compliance with relevant resolutions or sanctions issued by the United Nations Security Council. Please refer to GEN Rule 5.3.30.

Monitor for, detect and report suspicious customers and transactions. You should ensure your procedures comply with the requirement for Suspicious Transaction Reports (STRs), to be made in the required format to the Anti-Money Laundering Suspicious Cases Unit (AMLSCU), with a copy provided to the DFSA. Details of the required format of the report and details for submission can be found on the DFSA website;

Establish and verify the identity of the customer and any other person on whose behalf the customer is acting, including that of the beneficial owner. Details will need to be provided if you intend to delegate any aspect of the customer identification process to a qualified professional or the Unitholder verification process to a Fund Administrator;

Establish and verify your business partners’ identities, including correspondent Banks; Provide an audit trail of transactions; Determine the duties and obligations of your Money Laundering Officer (MLRO); Review the effectiveness of your Anti-Money Laundering policies, procedures, systems and

controls at minimum on an annual basis; Respond to any request for information made by UAE authorities or the DFSA. You will

need to state where customer or Unitholder identification records will be kept outside of the UAE, whether there is any secrecy or data protection legislation that would restrict access by the applicant, the DFSA or the law enforcement agencies of the UAE. If this is the case, you will need to provide details of the arrangements that it will be put in place to ensure copies of these records are kept in a jurisdiction which allows access;

Maintain AML relevant documents and records; Ensure that you obtain and make use of findings in relation to names of persons, groups,

organisations or entities, or any other body where suspicion of money laundering or terrorist financing exists;

Assess your risks in relation to money laundering and perform enhanced due diligence investigations for higher risk products, services and customers;

Determine whether a customer is a Politically Exposed Person (PEP) and address the associated risks accordingly;

Establish and maintain an anti-money laundering training programmes and awareness sessions. This should include a description of the arrangements in place to ensure you obtain use any government, regulatory and international findings;

Ensure compliance with any other obligation in the DFSA’s AML module. You must have arrangements in place to provide appropriate Anti-Money Laundering training (including the internal reporting duties and Client identification duties) to your employees. Please provide full details of what training you will provide for all your relevant employees and whether the MLRO will be in charge of this training. If the MLRO will not be in charge, then give the full name and job title of the person who will be;

If you will be Providing Fund Administration, ensure such procedures are also relevant with respect to Unitholders of a Fund;

You will need to provide the details of the Deputy Money Laundering Officer, including Surname/Family name and Given name.

You will need to state whether your Anti-Money Laundering function will be subject to oversight, review or audit by either your Parent’s Anti-Money Laundering function, internal audit or another internal function or external organisation. If so, you will need to specify the arrangements including the nature of the oversight, review or audit and the scope and frequency with which it will be undertaken.



AML Rule 3.4.1 requires a firm to take reasonable steps to verify the identity of its customers. Please detail the policies, procedures, systems and controls that you will put in place to ensure that sufficient evidence of the identity of all your Clients (or a Fund’s Unitholders, if relevant) will be obtained.

Detail the procedures or systems that you will put in place to ensure that “Know Your Customer” (KYC) or Unitholder information is made available to your relevant employees. In addition, are there any systems that will be set up to obtain further information;

Detail the proposed disciplinary steps that you will put in place for any employee who fails to report promptly to the MLRO any suspicion or beliefs that money laundering is occurring as required in AML chapter 3.5;

Describe the record keeping arrangements you will put in place for records, as specified in the AML module of the DFSA Rulebook.

PF42. Compliance monitoring programme Your programme should document how compliance is monitored within the business units.

PF43. Risk management policies Your policy document should describe the risk management arrangements you will establish and maintain to identify, assess, mitigate, control and monitor the risks arising from the Financial Services activities carried out in or from the DIFC. Such arrangements should also take into account the Funds for which you are acting as the Fund Manager. Include the following: The nature, scope and organisational structure of your risk management functions. The reporting lines and nature, scope and frequency of risk reporting, including the composition and terms of reference of any risk committees and any appropriate links to Group risk reporting.

PF44. Delegation Agreement Your agreement should describe the delegation arrangements in place for the particular function whether it be custody, investment management or fund administration. Please see GEN and CIR sections 8.2 and 8.12 as well as CIR Appendix 1 for delegation requirements.


Details of fees can be found in the Fees module of the DFSA Rulebook. Section 8: Prudential Regulatory Reporting for a Domestic Fund Manager PF45. Please refer to GEN section 8.2 to determine the accounting standards to be used in preparing

your financial accounts and statements. PF46. - Section 9: Fit and Proper Questionnaire EF47-52. These questions are self-explanatory and are focused on the fitness and propriety of the firm.

Please supply all relevant information - openness and honesty are essential. Should we need to examine your application more closely because of any disclosures you make, this will not necessarily count against you. However, deliberately withholding information or providing false or misleading information, will adversely impact the success of your application. If in doubt, disclose.

Section 10: Information about the Fund General information EF53 Please see CIR Rule 7.1.4. EF54 Please refer to Article 16(4) of the Collective Investment Law for the Domestic Fund criteria. EF55 Please see Article 26 of the Collective Investment Law for the permitted form of a Domestic

Fund.



EF56 Please see CIR Chapter 3 or IFR Chapter 6. EF57 Please see the applicable parts of CIR Chapter 3. EF58 - EF59 - EF60 - Additional information about an External Fund EF61 The Fund Manager of an External Fund must:

(a) have systems and controls which are adequate to ensure compliance with the requirements that apply to the External Fund in the jurisdiction in which it is established or domiciled; and

(b) inform the DFSA of the jurisdiction in which the Fund is or is to be established or domiciled and the nature of regulatory requirements applicable applicable to the Fund in the host jurisdiction.

A Fund Manager of an External Fund is generally not subject to the requirements that otherwise apply to other Domestic Funds (see Article 14(2) of the Law). However, some limited requirements apply to External Funds. See for example the disclosure required under Rules 14.2.4 – 14.2.7. Should such a requirement conflict with any requirements that apply to an External Fund in the jurisdiction in which the Fund is domiciled, the Fund Manager may apply to the DFSA for appropriate waivers or modifications of the DFSA requirements.

The DFSA may upon receipt of the information referred to in Rule 6.2.2(b), assess the desirability of establishing an External Fund in that particular jurisdiction chosen by the Fund Manager. Relevant considerations include:

(a) The Fund Manager’s need to establish the Fund in the particular jurisdiction for reasons

such as the physical location of the Fund assets or investor preference;

(b) Any regulatory risks arising from establishing the External Fund in the relevant jurisdiction, particularly if the Fund is to be open to retail investors; and

(c) Whether the relevant jurisdiction complies with the FATF or other relevant international

standards or requirements. EF62 Give the name of the supervisory contact person from the relevant regulator including postal

address, telephone number, fax number and e-mail address. EF63 - EF64 Please see CIR Rule 6.2.2 EF65 If you wish any of the DFSA Rules waived or modified you must submit the Form SUP 2. Compulsory Supporting Documents for a Fund EF66 The Constitution of the Fund must be in compliance with CIR Chapter 7 and CIR APP5. EF67 The Prospectus of the Fund must be in compliance with CIR Chapter 14 and CIR Rule 12.2. Section 11: Disclosure & Declarations This section should be completed by all applicants. Section 12: Additional Declaration for an External Fund Manager This section should be completed by an External Fund Manager only.



Part 5: Representative Office form notes Representative Office form notes Each note below relates to a question or statement in the Representative Office Application form. E.g. RO1 provides information to help you to complete question RO1 in the Representative Office Application form. General Information notes RO1. Please provide the full name of the firm applying to be licensed as a Representative Office RO2. We want information about the legal nature of your firm. Please refer to GEN Rule 7.2.2 –

7.2.3. RO3. Please provide details of the head office (telephone, fax, e-mail and website address) RO4. Please provide date and place of incorporation for the head office. RO5. Your financial year-end will be used to determine the regulatory reporting requirements. RO6. You will need to give details of any trading name(s) which you propose to use for the purpose

of, or in connection with, any business carried out in or from the DIFC, if these are different from your legal name.

RO7. The contact person named should be the person who is responsible for the application during

the authorisation process and who will liaise with the DFSA. This person must be a representative of the company. It may be helpful to provide a second contact name as back-up.

RO8. You may have a professional adviser assisting with the application process. RO9. Please tick “yes” to question if the DFSA should copy correspondence in relation to this

application to the adviser. Home jurisdiction regulator RO10. Give the name of the supervisory contact from the relevant regulator including postal address,

telephone number, fax number and e-mail address. Controllers RO11. Please refer to GEN Rule 11.8.3 for the definition of Controller. Nature of applicant’s business and intended activities in the DIFC RO12. The DFSA will review the proposed activities to ensure that they are within the scope of a

Representative Office as defined in Representative Office Module of the DFSA Rulebook. Please describe what systems and controls the firm will have in place to ensure it only conducts the activities of a Representative Office.



Anti Money Laundering RO13. Please consult chapter 6 of the Representative Office Module (REP) of the DFSA Rulebook

before confirming that appropriate arrangements are in place. Principal Representative RO14. Please complete form AUT-IND4 for the individual proposed as the Principal

Representative. Fees For comprehensive details of fees, please refer to the Fees module of the DFSA Rulebook. Applicant Firm Fit & Proper Questionnaire and declaration RO15/ RO20

These questions are self-explanatory and are focused on the fitness and propriety of the firm. If you answer yes to any question please supply all relevant information - openness and honesty are essential. Should we need to examine your application more closely because of any disclosures you make, this will not necessarily count against you. However, deliberately withholding information or providing false or misleading information, will adversely impact the success of your application. If in doubt, disclose.



Part 6: Credit Rating Agency form notes Credit Rating Agency form notes Each note below relates to a question or statement in the Credit Rating Agency application form. E.g. CR1 provides information to help you to complete question CR1 in the Credit Rating Agency application form. General Information notes CR1. Provide the full name of the firm applying to be licensed as a Credit Rating Agency. CR2. Provide details of any trading name(s) which you propose to use for the purpose of, or in

connection with, any business carried out in or from the DIFC, if these are different from your legal name.

CR3. Provide information about the legal nature of your firm. Please refer to GEN Rule 7.2.2. CR4. Specify whether the applicant applying to be licensed is incorporated inside or outside the DIFC

(i.e. a branch).

CR5. To be completed only where the applicant is incorporated outside of the DIFC (i.e. a branch).

CR6. Provide the name of the supervisory contact from the relevant regulator including postal address, telephone number, fax number and e-mail address.

CR7. Provide details for the applicant’s office in the DIFC including address, telephone, fax, email and website.

CR8. Provide the applicant’s financial year end.

CR9. State the name of your auditor, their address, the relevant contact person, telephone number and fax number. For Domestic Firms the auditor must be an auditor registered with the DFSA in accordance with GEN Chapter 8.

CR10.The contact person named should be the person who is responsible for the application during the authorisation process and who will liaise with the DFSA. This person must be a representative of the applicant.

CR11.You may have a professional adviser assisting with the application process.

CR12.Please tick “yes” to question if the DFSA should copy correspondence in relation to this application to the adviser.

CR13.If you wish any of the DFSA Rules waived or modified you must submit the Form SUP 2

Controllers CR14. Please refer to GEN Rule 11.8.3 for the definition of Controller.



Corporate Governance CR15.The DFSA will review the proposed corporate governance structure to ensure that it is

appropriate given the size, scope and nature of the applicant’s proposed operations. Consideration should be given to the requirements in Chapter 5 of the General (GEN) Module and the guidance in Section 2-2 of the Regulatory Policy and Process (RPP) Sourcebook.

Nature of applicant’s business and intended activities in the DIFC CR16. The DFSA will review the proposed activities to ensure that they are within the scope of

Operating a Credit Rating Agency as defined in GEN 2.27. Should the applicant intend to carry out any ancillary services consideration should be given COB 8.5.2.

Compliance CR17/ CR21

The DFSA will review the proposed compliance framework and the arrangements described for ensuring compliance with the relevant COB requirements. Consideration should be given to the requirements in GEN 5.3.7 to 5.3.12 and Chapter 8 of the Conduct of Business (COB) Module.

Documentation CR22. Organogram of group structure identifying all Controllers, ultimate beneficial owners, other

shareholders and Close Links. Include a clear breakdown of percentage shareholding sizes, jurisdiction in which the entity/individual is based, identification of any other regulated entities and each entity’s principal activity. Where shares are held by a trust, you must also provide details of all trustees, settlors and beneficiaries.

CR23. Organogram of legal entity including reporting lines to demonstrate separation of functions and independence of risk management/compliance/internal audit. The employee organogram should identify the senior management / head functions with significant influence and any reporting lines to the Governing Body. Please ensure that the Compliance Officer has access to both the Senior Executive Officer and board of Directors.

CR24.Provide a copy of the applicant’s most recent audited accounts. Where the applicant is yet to be established, provide a copy of its parent’s most recent audited accounts.

CR25.All Credit Rating Agencies must nominate a suitable individual to carry out the mandatory licensed function of Senior Executive Officer.

CR26.All Credit Rating Agencies must nominate a suitable individual to carry out the mandatory licensed function of Compliance Officer. If the nominated Compliance Officer is not resident in the UAE, the applicant must also submit an SUP2 form applying for a waiver of GEN 7.5.2. In such cases, the applicant must demonstrate that it has sufficient resources and appropriate compliance oversight arrangements for the DIFC operation.

CR27.An SUP2 form is only required where the applicant wishes to apply to have any of the DFSA Rules waived or modified.



Fees

For comprehensive details of fees, please refer to the Fees module of the DFSA Rulebook. Applicant Firm Fit & Proper Questionnaire and declaration CR28/ CR34

These questions are self-explanatory and are focused on the fitness and propriety of the firm. If you answer yes to any question please supply all relevant information - openness and honesty are essential. Should we need to examine your application more closely because of any disclosures you make, this will not necessarily count against you. However, deliberately withholding information or providing false or misleading information, will adversely impact the success of your application. If in doubt, disclose.



Part 7: Other Information Becoming Authorised In order to conduct Financial Services through the Dubai International Financial Centre, individuals or entities need to seek authorisation from the DFSA. Authorisation is given in the form of a Licence which is issued by the DFSA, which specifies the type of Financial Services that can be conducted. The following is a guide for firms seeking authorisation from the DFSA: Tips for applicants 1. Spend time preparing your application. Read the GEN module of the DFSA

Rulebook, as well as the guidance notes to the application forms before you start your application.

2. Carefully identify which of your proposed business activities fall within the definition of

Financial Services. Check whether there are any exemptions or prohibitions which may impact your application.

3. If you are a start-up firm, review our policy statement on start-ups. This can be found

on the DFSA website under Legislation. We do not accept applications for start-up banks.

4. Check you are submitting the most-up-to date version of our application form(s) and

that you have used the right forms for the business activities you are proposing. Ensure your application specifies clearly the Financial Services you intend to carry out.

5. Be as comprehensive as possible in providing the information required. Make sure

your forms are signed and that you have included the required attachments. 6. Review your application before submission, particularly when using consultants or

legal advisers. You are the one who knows your business best and you are responsible for all information contained in the application.

7. Provide one hard copy and one soft copy of your application. The soft copy should be

stored on a CD or memory stick. Please do not send e-mail copies. 8. Ensure you have paid the correct application fee. Details of the fee schedule are set

out in the Fees module of the DFSA Rulebook. We will only commence work on your application when payment and the original application form(s) have been received.

9. Nominate a contact person within your firm to be responsible for managing the

application process and to assist the DFSA with any enquiries. 10. Initiate the Registrar of Companies process at the same time as lodging your

application with the DFSA. This will save you time at the end of the process. How we assess applications Before we can authorise a firm as an Authorised Firm, we need to be satisfied that the firm meets our Fit and Proper test, and is likely to do so on an ongoing basis. Generally, Fit and Proper means the ability to carry out a financial service competently, with honesty and integrity.



The areas we look at include: • Legal status: A firm must be a body corporate or partnership. It can be formed in the

DIFC, or a firm can establish a branch of a legal entity based in another jurisdiction. In the latter instance, the DFSA would expect the outside jurisdiction to have internationally compliant regulatory and legal standards.

• Location of offices: A firm must carry on its activities from a place of business in the

DIFC. Please discuss office requirements with the DIFC Authority Business Development Unit.

• Ownership and group structure: The DFSA seeks to establish that it will be able to

effectively supervise the firm. Therefore we need to be made aware of any Close Links (eg parent, subsidiary, sister company) which could hinder effective ongoing supervision.

• Adequate resources: A firm must have adequate resources to carry out the

proposed financial services including financial resources and adequate systems and controls. A firm must have an internal audit function.

• Senior management: A firm must appoint a Senior Executive Officer, a Compliance

Officer, an Anti-Money Laundering Reporting Officer and a Finance Officer. The first three positions require the individuals responsible to be resident in the UAE. As part of our process, we will evaluate the competence and integrity of the proposed senior management team.

How to prepare to apply We strongly recommend that firms, in the first instance, engage with the Business Development unit of the DIFCA. They will help you understand the value proposition of the DIFC to assist your evaluation of whether a presence here will make business sense for your firm. Some firms go straight to attempting to complete the application forms. This often results in a poor application and can lengthen the application process. Here are some recommended preparation steps: • Decide what type of business you want to carry out and check which Financial

Services you will need to apply for. • Determine who will be part of the senior management and who will be in the

mandatory positions. Prepare to complete the necessary individual application forms. • Develop a comprehensive regulatory business plan that sets out your proposed

activities, 3-year financial projections and budget, resources such as human, systems and financial. This can be shared with the DFSA Authorisation Enquiries team who will be happy to comment on your proposal.

• Familiarise yourself with the applicable rules from the DFSA Rulebook and be

prepared to show how you will comply with those rules. This will include providing a compliance manual, a compliance monitoring programme, and risk management policies.

• Determine your minimum regulatory capital requirements, with which you will need to

comply at all times. This should be included in your 3-year financial projections.



Completing the Application Forms It is vital that you supply all relevant information. Openness and honesty are essential. Should we need to examine your application more closely because of any disclosures you make, this will not necessarily count against you. However, deliberately withholding information or providing false or misleading information, will adversely impact the success of your application. If in doubt, disclose. If the information you provide is inaccurate or incomplete, we may deem your application as materially incomplete, in which case it would not be accepted. Thus, missing information will lengthen the application process. Ensure that all relevant documents are also included with your completed application. You should also start the registration process with the DIFC Registrar of Companies at the same time as you submit your DFSA application. This will help you to avoid delays at the end of the authorisation process. Fees The application fee will vary according to the Financial Services to be provided. Comprehensive details of fees can be found in the Fees module (FER) of the DFSA Rulebook. Authorisation timeline If the application is complete and the application fee has been paid, we will process the application according to the following timeline: Within 2 business days of receipt of the application: A letter acknowledging receipt of

the application is sent. Within 10 business days of receipt of the application: We aim to send out an initial

review letter. Dialogue between you and the DFSA will start and continue as required to the final

review. Within 4 months of receipt of the application: We aim to complete a final review and

recommendation. The timeline set out above is indicative only. The time taken to process your application will depend on its scale and complexity, as well as the timely submission of information and response to any requests for further clarification. The need to make the correct regulatory decision will always take precedence over meeting target timescales. A successful application will result in the DFSA issuing you an in-principle letter which will allow you to complete the DIFC Registrar of Companies process. We will then issue your DFSA Licence once you can demonstrate that you have successfully registered with the Registrar of Companies, opened a bank account and sufficiently capitalised the firm (for DIFC entities only) and met any other outstanding matters. You will have only 3 months to complete the outstanding requirements and establish operational premises during the in-principle period. It will be helpful if you can establish contact with any other relevant third parties eg Registrar of Companies, bank etc at the same time as submitting your DFSA application.



Getting help DFSA Rulebook: Generally applicable modules include:, General (GEN) and

Conduct of Business (COB). Authorisation Enquiries: You can direct your questions regarding our regulatory

regime or the authorisation process to Authorisation Enquiries. DIFCA Business Development Manager: For advice on the commercial aspects of

setting up in the DIFC and for copies of the application forms.

APPLICATION FORMS AND NOTICES (AFN) – AUT-CORE

Page 1 of 8 AUT-CORE/VER15/07-12

For DFSA use only

Form AUT - CORE Applying for Authorisation Core Information form This form must be submitted by all applicants applying for a Licence to carry on one or more Financial Services, as defined in the GEN Module of the DFSA Rulebook, unless the Financial Service you propose to carry on is limited to either acting as a Fund Manager of an Exempt Fund, Operating a Representative Office or Operating a Credit Rating Agency. The Notes for Applicants contains information that may assist you in completing this form. Please refer to the section entitled “Core Information form” in the notes. Each note is linked to a specific question in this form via a referenced number. Please note that in addition to this form, you may be required to complete other supplementary forms as applicable to your activities.



SECTION 1: GENERAL INFORMATION CF1. Full name of the firm applying for authorisation.

CF2. Legal nature of the applicant.

CF3. Are you a DIFC entity or non-DIFC entity?

CF4. Are you a start-up?

Yes No

CF5. Are you, or your Parent, regulated? If yes, please provide contact details of the regulator responsible for the authorisation and ongoing supervision of you or your Parent.

CF6. Please complete the matrix below indicating the Financial Services you propose to undertake in respect to each Investment or financial product as applicable.

Proposed Financial Services Activities Cre

dit

Sha

res

Deb

entu

res

War

rant

s

Cer

tific

ates

Opt

ions

Uni

ts

Fut

ures

Str

uctu

red

Pro

duct

s

Rig

hts

unde

r a

LT

I C

ontr

act*

1. Accepting Deposits 2. Providing Credit 3. Dealing in Investments as Principal 4 Dealing in Investments as Agent 5. Arranging Credit or Deals in Investments 6. Managing Assets 7. Advising on Financial Products or Credit 8. Managing a Collective Investment Fund 9. Providing Custody 10 Arranging Custody 11. Insurance Intermediation 12. Insurance Management 13. Managing a PSIA** 14. Operating an Alternative Trading System 15 Providing Trust Services 16. Providing Fund Administration 17. Acting as the Trustee of a Fund 18. Operating a Credit Rating Agency *LTI Long Term Insurance Contract ** PSIA Profit Sharing Investment Account

Please note that, if the applicant is a branch of a non-DIFC entity, it may only apply for financial service activities for which its head office has already been licensed by its home state regulator.



Activity Class

All I II III IV V VII 1 2 3 4 5 6 7 8

Effecting Contracts of Insurance

Carrying out Contract of Insurance

Note: Classes of insurance are set out in APP 4 of the GEN module of the DFSA Rulebook. CF7. Will you be conducting Islamic Financial Business?

Yes No CF8. Please list any applications being made for a waiver / modification of DFSA Rules.

CF9. What type of Clients will you have?

Retail Professional

CF10. Date and place of incorporation.

CF11. Financial year-end (DD/MM).

CF12. Trading names (if different from legal name).

CF13. Will your business be heavily dependent on bespoke IT systems?

Yes No

If yes, please provide a description of the systems and whether you or your Group is already using these systems.

Controllers CF14. Please identify all your Controllers. Provide the name and date of birth for each Controller

that is an individual and for each of the board members of all corporate Controllers.

Contact details CF15. Name of contact person for application. Please provide telephone, fax, e-mail and postal

address.

CF16. Name and contact details of professional adviser(s) assisting with the application, if any.



CF17. Would you like us to copy in your adviser on any correspondence?

Yes No CF18. Registered and current / proposed business address for the DIFC operation, if known.

CF19. Your head office address (if different to CF18).

CF20. Website address.

CF21. Name and contact details of your auditor. Is your auditor DFSA Registered?

Yes No

Documentation

Documents attached Yes No

CF22. Regulatory business plan

CF23. Incorporation certificate

CF24. Board minute approving establishment of the DIFC entity

CF25. Résumés/CVs for the individual Controllers, if applicable CF26. Résumés/CVs for the members of the board of Directors (both executive

and non-executive) for the applicant and all corporate Controllers (including date of birth) as applicable.

CF27. AUT-IND1 form (one for each proposed Authorised Individual)

CF28. Last audited accounts (if previously trading)

CF29. Last audited Group accounts (if applicable) CF30. Financial projections, including:

quarterly cash flow forecast quarterly profit & loss account, split into income streams quarterly forecast of your Capital Resources versus your Capital

Requirement quarterly balance sheet ISAE 3400 – The Examination of Prospective Financial Information

report (for DIFC entity Category 1, 2 and Insurers only). Note: provide all projections commencing at the time of authorisation and on a quarterly basis for each of the first three financial years after licensing

CF31. Evidence of source of funds for start-up



Compulsory Supporting Documents At the time of submission of this form, the following supporting documents must be complete and be ready for inspection by the DFSA. By ticking the “Complete, and ready to be inspected” box, you are confirming the supporting documents meet all applicable standards and contain all necessary provisions taking into account the nature, size and complexity of your proposed activities, The DFSA may request inspection of the supporting documents at any stage. Please note if you are a start-up entity, you should attach all the supporting documents below before the DFSA will accept the application.

Document All applicants Supporting

documents attached – Start-Ups

CF32. Compliance Manual Complete, and ready to be inspected Yes No

CF33. Anti-Money Laundering Procedures

Complete and ready to be inspected Yes No

CF34. Compliance Monitoring Programme

Complete and ready to be inspected Yes No

CF35. Risk Management Policies Complete and ready to be inspected Yes No

Fees Applications will not be processed until the relevant fee is paid in full to the DFSA. Details of the application fees are contained in the Fees module of the DFSA Rulebook. Please make the payment by Bank transfer in US Dollars to the account listed below. Cheques or bank drafts will not be accepted. Account name Dubai Financial Services Authority Account number 020-683751-100 IBAN number AE080200000020683751100 Bank details HSBC Bank Middle East

PO Box 66 Dubai, UAE

Swift code BBMEAEAD Reference to be quoted Application fee – [applicant name]



SECTION 2: REGULATORY BUSINESS PLAN You are expected to attach a regulatory business plan with this form at the time of submission. Please refer to ‘Part 2: Notes on what the DFSA expect to see in a regulatory business plan’ in the Notes for Applicants booklet. You are expected to cover each point which is referenced. SECTION 3: PRUDENTIAL REGULATORY REPORTING CF36. If you are not an Insurer, what prudential Category will you be?

CF37. Which accounting standards will you use in preparing the financial accounts and statements?

CF38. Please confirm that you will be able to use the DFSA’s Electronic Prudential Reporting System to submit the required prudential regulatory returns.

SECTION 4: FIT AND PROPER QUESTIONNAIRE AND DECLARATION Please note: If the answer to any of the following questions is yes, please provide details, attaching separate sheets/documentation as necessary. CF39. Have you or any member of your Group been made aware

(whether formally or informally) that you are the subject of a current or pending investigation, review or disciplinary procedures by any regulatory authority, professional body, Financial Services Regulator, self-regulatory organisation, Authorised Market Institution or regulated exchange or clearing house, government body or agency or any other officially appointed inquiry.

Yes No

Have you or any member of your Group in the last 10 years: CF40. Been convicted or found guilty by any court of a competent

jurisdiction of any offence? Yes No

CF41. Been the subject of disciplinary procedures by a government body or agency or any self-regulatory organisation or other professional body?

Yes No

CF42. Contravened any provision of financial services legislation or of rules, regulations, statements of principle or codes of practice made under it or made by a self-regulatory organisation, Financial Services Regulator, Authorised Market Institution or regulated exchange or clearing house?

Yes No

CF43. Been refused or had a restriction placed on the right to carry on a trade, business or profession requiring a licence, registration or other permission?

Yes No

CF44. Received an adverse finding or an agreed settlement in a civil action by any court or tribunal of competent jurisdiction resulting in an award against or payment in excess of $10,000 or awards that total more than $10,000?

Yes No



CF45. Been censured, disciplined, publicly criticised or the subject of any investigation or enquiry by any regulatory authority, Financial Services Regulator or officially appointed inquiry?

Yes No

Disclosure of information to the Dubai International Financial Centre Authority (DIFCA) The provision of certain information by the DFSA to the DIFCA under the following consent will assist the DIFCA in exercising its functions and powers. It is not mandatory to provide consent and should you not wish to provide consent, we ask that you consider keeping the DIFCA informed of the progress of your application. I consent / I do not consent to disclosure of the following information by the DFSA to DIFCA: 1. The fact of the filing of this application, together with the name of the applicant; 2. The fact (if applicable) that this application is still being reviewed by the DFSA; and 3. The outcome of this application. An outcome may include a decision by the DFSA to

approve this application, in principle or otherwise, or to reject the application or the withdrawal of the application.

Declaration by the applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the

information given in this form, the supplements and documents attached, as well as any applicable supporting documents, is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.

2. I declare my understanding that the DFSA may request more detailed information

(including but not limited to, personal, educational, employment and financial information) should it be deemed necessary to adequately assess the fitness and propriety of the firm or any person connected to the firm. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.

3. I confirm that I have the authority to make this application, to declare as specified above

and sign this form for, or on behalf of, the applicant. I also confirm that I have the authority to give the consent specified above.

4. For the purposes of complying with DIFC Data Protection Law 2007, I understand that any

Personal Data provided to the DFSA will be used to discharge its regulatory functions under the Regulatory Law 2004 and other relevant legislation and may be disclosed to third parties for those purposes.

Signature of Director/Partner of the applicant*

Date

Name of Director/Partner of the applicant*

Position/title



Signature of Director/Partner of the applicant* Date


Position/title

*Or the person who will be authorised by the entity once it has been incorporated or established within the DIFC. Please return the completed form to: Dubai Financial Services Authority Level 13, The Gate Building, Dubai International Financial Centre PO Box 75850, Dubai, UAE Firms are advised to retain a copy of this form, any supplement and all attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – AUT – AMS

Page 1 of 3 AUT – AMS/VER1/03-09

For DFSA use only

Form AUT – AMS Applying for Authorisation Asset Management supplement This supplement must be submitted by applicants applying to conduct any of the following Financial Services: Managing assets Arranging credit or deals in investments Advising on financial products or credit Dealing in investments as agent Arranging custody Providing custody

The Notes for Applicants contains information that may assist you in completing this supplement. Please refer to the section entitled “Asset Management” in the notes. Each note is linked to a specific question in this supplement via a referenced number. Please note the submission of this supplement is in addition to the submission of the Core Information form. Where you feel a question in the supplement may have already been answered in the Core Information form you may provide cross reference to the relevant section.



SECTION 1: CORPORATE GOVERNANCE, STRATEGY AND BUSINESS MODEL

AM1. Please describe the type of Clients whose assets will be under management and the account structure to be used. This should include details of the underlying asset classes which the portfolio(s) is likely to invest in.

AM2. Please provide details of the expected amount of funds under management, number of Clients / portfolio(s) and investors. This information should be provided for the assumed time of authorisation and up to the end of year one.

AM3. Please describe the governance arrangements of any portfolio(s) you will manage.

SECTION 2: FINANCIAL AND OPERATIONAL RISKS

AM4. Please disclose the source(s) of your Client(s)’ funding for any portfolio(s) you will manage.

SECTION 3: CONDUCT OF BUSINESS RISKS TO CLIENTS AND MARKETS

AM5. Please describe the extent to which you will be liable for the timely execution of Transactions and your arrangements for ensuring best execution.

AM6. Please provide details regarding the procedures you will have in place for the record keeping of Transaction and Client orders.

AM7. When marketing Foreign Funds, please advise how you will ensure that the Funds meet DFSA requirements.

AM8. Where applicable, please describe the arrangements and procedures for holding and safeguarding Client Assets and Client Money.

AM9. Will you or any related parties co-invest with your Clients? If yes, please describe how any conflicts or potential conflicts of interest will be managed.

AM10. Please describe your formal valuation arrangements of the portfolio(s) you will manage and how these are disclosed to Clients.

AM11. Please describe how you will ensure and evidence that Client assessment and considerations of suitability are carried out.

AM12. Please provide in conjunction with any risk management policy and procedures a description of the risk management and investment strategy, explaining how it addresses inherent risks in the asset classes the portfolio(s) will invest in.



AM13. Please describe the arrangements for reconciling the proper exercise of discretionary management decisions and Client Transactions against the parameters set out in the investment mandate.

AM14. Please describe how Clients will be kept up-to-date on the performance of their portfolio(s).

AM15. Please describe how senior management and the board will ensure that personnel in Client facing roles and responsible for the exercise of discretionary management decisions in relation to the management of portfolios are competent at performing their role and continue to maintain their knowledge and skills relevant to their role.

APPLICATION FORMS AND NOTICES (AFN) – AUT – STS

Page 1 of 4 AUT – STS/VER1/03-09

For DFSA use only

Form AUT – STS Applying for Authorisation Sales and Trading supplement This supplement must be submitted by applicants applying to conduct any of the following Financial Services: Dealing in Investments as Principal Dealing in Investments as Agent Advising on Financial Products or Credit Arranging Credit or Deals in Investments Providing Custody Arranging Custody

The Notes for Applicants contains information that may assist you in completing this supplement. Please refer to the section entitled “Sales & trading” in the notes. Each note is linked to a specific question in this supplement via a referenced number. Please note the submission of this supplement is in addition to the submission of the Core Information form. Where you feel a question in the supplement may have already been answered in the Core Information form you may provide cross reference to the relevant section.



SECTION 1: CORPORATE GOVERNANCE, STRATEGY AND BUSINESS MODEL ST1. Please confirm the business activities you propose to undertake and estimate the

value or percentage of total business that will be: Activity Yes Value or %

Arranging Credit or Deals in Investments

Exchange traded securities including shares, bonds, funds

Exchange traded derivatives including futures, options, forwards, and spot foreign exchange rolling contracts

Over-the-counter instruments including futures, options, other derivatives, swaps, money market instruments, bonds

Collective Investment Funds

Advising on Financial Products or Credit





Dealing in Investments as Agent





Dealing in Investments as Principal




Other activities and products. Please specify:

ST2. Please specify how senior management and the board will decide on changes to

business strategy; particularly Clients, products, distribution channels.

ST3. Please provide appropriate Transaction flow charts for each type of Transaction that you will be involved in. Please confirm which exchanges you will be active on, if any.



Section 2: Financial and operational risks Risk Management (This section only needs to be completed by applicants carrying out Dealing in Investments as Agent / Dealing in Investments as Principal. Otherwise please go to internal control environment below.) ST4. Please describe how senior management will ensure the risk management function maintains its independence and effectiveness in relation to your dealing activities.

ST5. Please describe how trading limits are set and monitored. How will you ensure that your remuneration policies for front office staff do not encourage a culture of excessive risk

taking?

ST6. Please describe the nature and frequency of Trading Book valuation. What risk mitigating tools will be used to manage risk in this area?

ST7. For Client trading, please describe how Client Accounts will be managed. How will you ensure payment or delivery in relation to executed trades? How will you deal with error trades?

ST8. Please provide details of any underwriting activities you may carry on.

Internal Control Environment

ST9. If you will be providing Financial Services to Retail Clients, please provide a copy of standard Client Agreements.

ST10. How does senior management ensure compliance with record keeping requirements and in particular the telephone recording requirements?

ST11. Please describe your clearing and settlement arrangements.

Client Assets

ST12. Will you hold Client Money?

ST13. For customer trading, please describe what arrangements you will have in place to ensure the safeguarding of Client Assets, including custody and Client Money arrangements.

ST14.How often will reconciliations of client holdings be carried out and who will be responsible for the reconciliation?



Providing margin finance

ST15. If you will be providing margin finance, please provide a copy of your margin financing policy. The policy should include a description of your: concentration policy; type of collateral accepted; criteria for granting margin finance and the interest rate charged; procedures and personnel responsible for computing margin shortfalls, making

margin calls, and making good shortfalls; and how often the margin finance policy is reviewed.

Section 3: Conduct of business risks to clients and markets The next six questions relate to applicants dealing for Retail Clients. If you will not be dealing for Retail Clients, please go to question ST22.

ST16. Please describe how senior management and the board will ensure that employees in Client facing roles are competent and continue to maintain their knowledge and skills.

ST17. Please describe your Complaint handling process.

ST18. How will you ensure that the Client achieves the best execution for the Transaction?

ST19. What is your policy to ensure and evidence that customer assessments and considerations of suitability are carried out.

ST20. What is your policy to ensure that the appropriate disclosures are made to Retail Clients? Relevant areas include marketing materials, fees and commissions, investment

research and inducements.

ST21. If you will be marketing Foreign Funds, how will you ensure that the Funds meet DFSA requirements?

ST22. How do senior management and the board intend to mitigate the risk of market abuse occurring through the firm’s activities? Please describe any surveillance undertaken of trading

activity.

APPLICATION FORMS AND NOTICES (AFN) – AUT – BLS

Page 1 of 3 AUT – BLS/VER1/03-09

For DFSA use only

Form AUT – BLS Applying for Authorisation Banking and Lending supplement This supplement must be submitted by applicants applying to conduct any of the following Financial Services: Accepting Deposits Providing Credit

The Notes for Applicants contains information that may assist you in completing this supplement. Please refer to the section entitled “Banking and Lending” in the notes. Each note is linked to a specific question in this supplement via a referenced number. Please note the submission of this supplement is in addition to the submission of the Core Information form. Where you feel a question in the supplement may have already been answered in the Core Information form you may provide cross reference to the relevant section.




BL1. Provide details of the proposed nature of your Deposit base and how you intend to

develop your Deposit base.

SECTION 2: FINANCIAL AND OPERATIONAL RISKS BL2. Describe the process by which all loans and investments will be identified, assessed,

reviewed and approved before granting any Credit Facility or making any investment. Please provide a process map setting out the credit review and approval process. Please provide a copy of your credit policy. What processes and policies are in place to effect ongoing monitoring and management of the Credit Risk in your loan and investment portfolios?

BL3. Describe how management will identify, monitor and manage Concentration Risk within your portfolio of loans and investments.

BL4. Describe the processes for managing problem assets and evaluating the adequacy of provisions to cover impairment of assets. Please also describe your processes for writing off bad assets including the processes and the authorities for write-offs.

BL5. Describe the systems and controls you will have in place to measure and monitor Liquidity Risk. Please provide a copy of the firm’s liquidity, treasury and asset and liability committee policies and procedures.

BL6. Describe the procedures to enable you accurately to identify, measure, monitor and mitigate interest rate risk in the Trading Book and Non-Trading Book.

BL7. Describe your policies and processes in respect of operational risk management and any processes put in place to deal with operational risk management in respect of your business.



SECTION 3: CONDUCT OF BUSINESS RISKS TO CLIENTS AND MARKETS BL8. If you will be Accepting Deposits, please describe the policies, procedures, systems

and controls to ensure you do not, through an establishment maintained by you in the DIFC: Accept Deposits from the State’s markets; Accept Deposits in the UAE Dirham; undertake currency Transactions or foreign exchange Transactions involving the

UAE Dirham; or Accept Deposits from Retail Clients.

BL9. If you will be Providing Credit, please describe the procedures to ensure you do not, through an establishment maintained by you in the DIFC; Provide Credit in the UAE Dirham; or undertake currency Transactions or foreign exchange Transactions involving the

UAE Dirham.

BL10. If you will be Providing Credit to Retail Clients in accordance with COB Rule 4.3.1 please detail the arrangements for ensuring that credit is provided only for business purposes to Retail Clients that are Undertakings.

APPLICATION FORMS AND NOTICES (AFN) – AUT – INS

Page 1 of 2 AUT – INS/VER1/03-09

For DFSA use only

Form AUT – INS Applying for Authorisation Insurance supplement This supplement must be submitted by applicants applying to conduct any of the following Financial Services: Effecting Contracts of Insurance Carrying out Contracts of Insurance Insurance Intermediation Insurance Management

The Notes for Applicants contains information that may assist you in completing this supplement. Please refer to the section entitled “Insurance” in the notes. Each note is linked to a specific question in this supplement via a referenced number. Please note the submission of this supplement is in addition to the submission of the Core Information form. Where you feel a question in the supplement may have already been answered in the Core Information form you may provide cross reference to the relevant section.

APPLICATION FORMS AND NOTICES (AFN) – AUT – INS

Page 2 of 2 AUT – INS/VER1/03-09


You need to complete this section if you are proposing to be an Insurer only IN1. If you are applying to carry out the Financial Service of either Effecting Contracts of

Insurance or Carrying Out Contracts of Insurance please specify whether you are an Insurer, Reinsurer, Captive Insurer, Protected Cell Company or ISPV.

IN2. If you are an ISPV please explain how you will meet the requirements set out in PIN chapter 10.

SECTION 2: FINANCIAL AND OPERATIONAL RISKS You need to complete this section if you are proposing to be an Insurer only IN3. Please provide information about your underwriting strategy, including systems and

controls, levels of authority, products and the maximum capacity per risk. Please explain how premium rates will be set.

IN4. Please provide a description of the reinsurance, or retrocession strategy, including: a breakdown between proportional and non-proportional treaty reinsurance

business; details of the maximum retention per risk or event after all reinsurance ceded, by

principal category of business undertaken; details of the principal reinsurers including name, address, country of incorporation

and any relationship with the you or the Group; specific details of any financial or other non-traditional reinsurance; and internal systems and controls over the placing of reinsurance.

IN5. Please describe your reserving policy and methodology and how actuarial input is used.

IN6. Please provide details of your proposed investment strategy, including: the rationale for the investment methodology; a list of the proposed investments (securities, derivatives, exchange traded and

over the counter products) and a description of their use; and asset/liability matching, including duration, location and currency matching.

SECTION 3: CONDUCT OF BUSINESS RISKS TO CLIENTS AND MARKETS You need to complete this section if you are proposing to carry on either or both of the Financial Services of Insurance Management or Insurance Intermediation only IN7. Will you hold or receive Insurance Monies belonging to customers? If yes, please

explain the circumstances in which the Insurance Monies will be received and held including details of your relevant systems and controls.

IN8. Have you entered into, or will you enter into insurance broking agreements involving one or more Insurers? If so, what authority, if any, will you have to accept risk on behalf of those Insurers?

APPLICATION FORMS AND NOTICES (AFN) – AUT – IFS

Page 1 of 4 AUT – IFS/VER2/07-10

For DFSA use only

Form AUT – IFS Applying for Authorisation Islamic Finance Business supplement This supplement must be submitted if you intend to carry on Islamic Financial Business. Islamic Financial Business is defined in the GLO module of the DFSA.

The Notes for Applicants contains information that may assist you in completing this supplement. Please refer to the section entitled “Islamic Finance Business” in the notes. Each note is linked to a specific question in this supplement via a referenced number. Please note the submission of this supplement is in addition to the submission of the Core Information form/Exempt Fund form and any other applicable supplements. Where you feel a question in the supplement may have already been answered in the Core Information form/Exempt Fund form you may provide cross reference to the relevant section.




IF1. Please explain what experience, if any, you have in carrying on the proposed business either in Dubai or in other jurisdictions. If the business was or is currently regulated please state the relevant Financial Services

Regulator and provide details of the Licence or registration. For applicants applying as a Branch, please provide details about the applicant’s head

office as well.

IF2. Will you be conducting Islamic Financial Business as an Islamic Financial Institution or through an Islamic Window?

IF3. Please attach a flowchart for each Transaction type that you intend to undertake identifying the underlying Shari’a compliant contract(s) that would apply to the Islamic products or services being offered. This should also include Clients, counterparties, Service Providers, the flow of funds, assets and confirmations.

IF4. Please identify the members of the Shari’a Supervisory Board. For each member, please provide a summary profile that includes a description of relevant skills and experience, other Shari’s Supervisory Board memberships, and any other business or commercial interests.

IF5. Please describe how the Shari’a Supervisory Board interacts with the executive board and wider governance structures. How is appointment, dismissal and remuneration of Shari’a Supervisory Board members determined?

IF6. Please describe what involvement, if any, the Shari’a Supervisory Board will have in relation to the key aspects of business strategy: particularly Clients, products, distribution channels.

IF7. Please describe how you will manage conflicts of interest that may arise, including any that involve a Shari’a Supervisory Board member. Do you have a conflicts management policy which covers Shari’a Supervisory Board members?

SECTION 2: FINANCIAL AND OPERATIONAL RISKS Risk management IF8. Please explain how your risk management policies will address risks associated with the

Islamic Financial Business that you will be undertaking.

IF9. How will you ensure that you have sufficient access to funding at all times? What liquidity management tools are available?



Internal control environment IF10.How will the Shari’a Supervisory Board oversee implementation of its fatwa’s, rulings and

guidelines? What information is provided to the Shari’a Supervisory Board or board on Shari’a compliance of the business?

IF11. Describe how the compliance function will be undertaken in respect of Shari’a compliance? How will you identify, manage and report any breaches in Shari’a compliance?

IF12.Please describe how you will organise and implement the periodic internal and external Shari’a reviews. Who will be responsible for carrying out these reviews? Who will be responsible for implementing any action points?

SECTION 3: CONDUCT OF BUSINESS RISKS TO CLIENTS AND MARKETS Product disclosure and marketing IF13. Please describe how you will ensure all marketing and product literature is accurate with

respect to the Shari’a compliance of a particular product or service and is clear on which Shari’a Supervisory Board has approved the Shari’a aspects.

IF14.Please describe the disclosures you will make in respect of Shari’a compliant products, in addition to those required for conventional products, including disclosures related to financial risks.

Profit-Sharing Investment Accounts IF15.Please describe what type of Profit Sharing Investment Accounts you will be offering

(restricted Profit Sharing Investment Accounts, unrestricted Profit Sharing Investment Accounts). How will the funds of PSIA account holders be managed, and how will they be represented on your balance sheet?

IF16.Please provide an overview of the internal controls in place that manage how the investment of own funds, reserves and PSIA funds takes place, including how priorities for investment are determined.

IF17.How will you determine fees and the allocation of profits amongst PSIA holders?

Insurance IF18. What structural model will you have in place for managing the contributions made by Clients?

What Islamic Contracts will you use to govern this management?

IF19. How will you seek to fund any deficits that arise in the risk pools and/or investment funds?



Asset Management (portfolio management and Managing a Collective Investment Fund) IF20. How will you seek to ensure that the investment strategy and investment selections will be

Shari’a compliant and suitable for the Client/Fund?

Islamic Windows IF21. Please describe how your Islamic Financial Business will be separated from your

conventional business.

IF22. Please confirm that your Islamic Financial Business can be audited separately and in line with the appropriate Islamic auditing standards.

APPLICATION FORMS AND NOTICES (AFN) – AUT – PFS

Page 1 of 13 AUT – PFS/VER1/07-10

For DFSA use only

Form AUT – PFS Public Fund supplement This supplement must be submitted by applicants applying to conduct the following Financial Service: Managing a Collective Investment Fund (and the Trustee, in the case of an Investment Trust) This supplement is applicable to a Domestic Fund Manager, External Fund Manager and Trustee (in respect of an Investment Trust) and must be submitted if you are proposing to Manage a Collective Investment Fund which is a Public Fund. Please note you should submit this supplement in addition to the Core Information form unless you are an External Fund Manager, in which case, you should submit only this supplement. If you require an Islamic/Retail Endorsement on your Licence, you should also complete the relevant supplements. The Notes for Applicants contain information that may assist you to complete this form. Please refer to the section entitled “Public Fund Supplement” in the notes. Each note is linked to a specific question in this supplement via a referenced number. Where you feel a question in the supplement may have already been answered in these forms, provide cross reference to the relevant section. As this is a multi-purpose supplement, please refer to the table at the beginning of the Public Fund Supplement to determine which sections of this form are applicable to you.



The following boxes marked ‘X’ indicate which sections of this form need to be completed by you.

Type of Public Fund Application

Authorisation as a Domestic Fund Manager

Variation of Licence as a Domestic Fund Manager


Existing Domestic / External Fund Manager seeking Registration of an additional Public Fund

Converting an existing Exempt Fund to Public Fund status

Applicable Section Section 1: Information about the Domestic Fund Manager

X X X

Section 2: Information about the Trustee* X X X X X


X X X


X X

Section 5: Information about a Fund X X X X X

Section 6: Documentation for a Fund X X X X X

Section 7: Disclosure & Declaration X X X


X X X

* Only applies to Investment Trusts



SECTION 1: INFORMATION ABOUT THE DOMESTIC FUND MANAGER PF1. Please advise how you will comply with the management and operation requirements, as

applicable for Public Funds in Chapter 8 of CIR.

PF2. Please provide a description of the proposed custody arrangements and confirm that these arrangements meet the relevant requirements in relation to CIR 8.2.

PF3. Will the Fund Manager delegate the Financial Service of Managing Assets in relation to the Public Fund to a Service Provider? If yes, please provide the full name of the Service Provider, jurisdiction and a confirmation that the Service Provider meets the requirements.

PF4. Will the Fund Manager delegate the Financial Service of Providing Fund Administration in relation to the Public Fund to a Service Provider? If yes, please provide the full name of the Service Provider, jurisdiction and a confirmation that the Service Provider meets the requirements.

PF5. Please advise how you will establish and maintain systems and controls including but not limited to financial and other risk controls to ensure sound management of the fund in accordance with Article 38 of the Collective Investment Law and the Fund’s Constitution and Prospectus.

PF6. Please advise how you will meet the requirements relating to the oversight of Public Funds in accordance with Articles 39 – 42 of the Collective Investment Law and Section 10.3 of CIR.

PF7. Please specify the type of oversight arrangement you propose to have: Oversight Committee Eligible Custodian Trustee

PF8. Name and contact details of the Fund’s registered auditor.

PF9. Please advise which accounting standards will apply to the Fund(s) you propose to manage and how it will comply with the accounting, audit and periodic reporting requirements in Chapter 9 of CIR.

PF10. Please describe what controls will be in place to ensure that appropriate customer due diligence is carried out in relation to Unitholders.

PF11. Are you seeking a waiver or modification to any of the DFSA Rules in relation to the requirements you must meet in your role as Fund Manager?

Yes No If yes, please state the applicable rule and attach the Form SUP 2 Application for a Waiver.



SECTION 2: INFORMATION ABOUT THE TRUSTEE * Only applies to Investment Trusts PF12. For a Fund which is structured as an Investment Trust, please provide the full name and

business address of the Trustee.

PF13. Please advise which of the following categories apply to the person acting as Trustee:

a) DFSA Authorised Firm authorised to Act as Trustee of a Fund or to Provide Custody, or

b) An applicant to be a DFSA Authorised Firm referred to in (a), or

c) A Person regulated and supervised by a Financial Services Regulator in a Recognised Jurisdiction with respect to custody or depositary services.

PF14. Please confirm whether the Trustee / Custody Provider has entered or will enter into a Trust Deed with the Fund Manager in accordance with Article 13 of the Investment Trust Law.

PF15. Please advise what measures will be taken by the Trustee / Custody Provider to ensure, before carrying out a Fund Manager’s instructions, that those instructions comply with the requirements of CIR 7.1.3.

PF16. Please advise of the arrangements that the Trustee / Custody Provider will implement to ensure that the Fund’s unitholder register is maintained in accordance with CIR 8.7. and Article 25 of the Investment Trust Law

PF17. Will the Trustee / Custody Provider delegate either of the Financial Services of Providing Fund Administration and Providing Custody in relation to the Public Fund to a Service Provider? If yes, please provide the full name of the Service Provider, jurisdiction and a confirmation how the Trustee meets the requirements of CIR 8.12.3 – 8.12.7.

PF18. Will the Trustee / Custody Provider be carrying out the fund oversight function required under CIR 10.3.1 in respect of the Fund? If so, please describe what arrangements the Trustee will implement in order to ensure it is meeting its obligations under CIR 10.3.4.



SECTION 3: DOCUMENTATION FOR A DOMESTIC FUND MANAGER

SECTION 4: DOCUMENTATION FOR AN EXTERNAL FUND MANAGER

SECTION 5: INFORMATION ABOUT THE FUND General information PF25. Full name of the Public Fund to which this registration relates.

PF26. Please advise which of the elements of the criteria for a Public Fund in Article 16(1) of the Collective Investment Law applies to you, i.e. It has, or intends to have, more than 100 Unitholders Some or all of its Units are offered to investors by way of a public offer Its Unitholders include Retail Clients

PF27. Please confirm the Fund’s legal structure:

Investment Company Investment Partnership Investment Trust

PF28. Please advise whether the Public Fund you propose to manage will fall into one or more of the

following categories (as described in Chapters 3 and 13 of CIR and / or Chapter 6 the Islamic Finance Rules:

Private Equity Fund Property Fund Hedge Fund Real Estate Investment Trust Islamic Fund Fund of Funds


PF19. Draft Delegation Agreement with respect to the Financial Services of Providing Fund Administration, Managing Assets, Providing Custody.


PF20. Please confirm you have provided a letter of good standing from your regulator regarding this DFSA application

PF21. Copy of your current regulatory licence in the home jurisdiction including any restrictions or conditions

PF22. Confirmation that under your home jurisdiction requirements, you are permitted to provide Financial Services to Retail Clients

PF23. Appointed Fund Administrator Agreement

PF24. Appointed Trustee Agreement



Feeder Fund

Umbrella Fund formed as a PCC not a PCC

Closed-Ended Fund Open-Ended Fund

If Other, please describe what type of Fund it will be:

PF29. Provide a description of the Fund including information such as, for example: Objectives Strategy Investments or assets the fund will invest in e.g. equities, derivatives, real property, etc Geographical spread Sector restrictions Intended or expected size of the fund (in US $) Investment & Borrowing limitations Base currency

PF30. Please describe what specific risk management controls will be in place to ensure that the Fund maintains, at all times, a spread of risk that is in line with the investment objectives as set out in the Prospectus.

PF31. What exposure will the Fund have to derivative positions? Please describe the nature of any such derivatives, the rationale behind their use, and what risk management controls will be in place to ensure that any such exposures will be managed appropriately.

PF32. Please describe the nature of any borrowing that the Fund may undertake. Please describe the controls in place to ensure that any such borrowing is controlled effectively, particularly in relation to borrowing levels and the ability of the Fund to repay.

PF33. Please advise whether it is planned to list the Fund on an Authorised Market Institution within the next 12 months?

Additional information about Specialist Funds Private Equity Fund (the following 3 questions only apply if you intend to manage a Private Equity Fund) PF34. Please provide details of the proposed Investment Committee and describe how you will

ensure that they will not be involved in the day-to-day management of the Fund?

PF35. Do you envisage being represented on the boards of companies in which the Fund will make an investment? If so, what steps will you take to ensure that such boards will operate with high standards of corporate governance and manage any conflicts of interest?



PF36. Please confirm that the Prospectus complies with the additional requirements set out under CIR 14.4.5.

Hedge Fund ( the following 7 questions only apply if you intend to manage a Hedge Fund) PF37. To what extent will the Fund follow the DFSA’s Hedge Fund Code of Practice?

PF38. Please describe how you will address the risk inherent in the management of the Fund, with due regard to the nature of the strategies and investment process employed by the Fund Manager and the role, if applicable, of a Fund Administrator, Custodian and where appointed, prime brokers.

PF39. Please describe how you will ensure functional separation and independence between the functions of Fund valuation and asset pricing, and the investment management process?

PF40. Please describe how the Fund will use any prime brokerage services?

PF41. Are you intending to make use of side letters?

PF42. Are you intending to make use of side pockets?

PF43. Please confirm that the Prospectus complies with the additional requirements set out under Collective Investment Rule 14.4.6.

Property Fund ( the following 6 questions only apply if you intend to manage a Property Fund) PF44. Please explain how the Fund will meet the permitted form and listing requirements in

accordance with CIR 13.4.1.

PF45. Please advise to what extent the Fund will be investing in the range of property assets permitted under CIR 13.4.4.

PF46. Please advise of the extent to which the Fund proposes to use special purpose vehicles, either for borrowing purposes (CIR 13.4.5) or for property ownership purposes (CIR 13.4.10).

PF47. Please describe how the Fund will meet the requirements of the valuation function as outlined in CIR 13.4.18 – 13.4.24.

PF48. In relation to a Fund structured as an Investment Company, please provide details of the proposed Investment Committee in accordance with CIR 13.4.3.

PF49. Please confirm that the Prospectus complies with the additional requirements set out under CIR 14.4.2, 14.4.3 and, if applicable, 14.4.4.



Real Estate Investment Trust (the following question only apply’s if you intend to manage a Real Estate Investment Trust) PF50. Please explain how the Fund meets the specific requirements for a REIT in accordance with

CIR 13.5.

Islamic Fund ( the following 5 questions only apply if you intend to manage an Islamic Fund) PF51. Please provide the name of the members of the Shari’a Supervisory Board in accordance with

IFR 6.2.

PF52. Please state if the Fund is using the same Shari’a Supervisory Board as the firm.

PF53. Please state if the Fund does not have a Shari’a Supervisory Board pursuant to IFR Rule 6.2.1 (3).

PF54. Please confirm that the Prospectus complies with the additional disclosure requirements in IFR section 6.5.

PF55. Please describe the Fund’s Islamic Financial Business policy and procedures, with particular reference to systems and controls in place for the Fund in accordance with IFR section 6.1.

Feeder Fund (the following 2 questions only apply if you intend to manage a Feeder Fund) PF56. Please describe how the Fund meets the specific requirements for a Feeder Fund in with the

CIR section 13.2.

PF57. Please confirm that the Prospectus complies with the additional requirements set out under CIR Rule 14.4.1.

Fund of Funds (the following question only apply’s if you intend to manage a Fund of Funds) PF58. Please describe how the Fund meets the specific requirements for a Fund of Funds in CIR

section 13.1.

Umbrella Funds (the following question only apply’s if you intend to manage an Umbrella Fund) PF59. Please describe how the Fund meets the specific requirements for an Umbrella Fund in CIR

section 13.7.

Additional information about an External Fund PF60. Please provide the following information in relation to the External Fund and its host

jurisdiction: name of the jurisdiction in which the External Fund is domiciled nature of the regulatory requirements applicable to the Fund in its host jurisdiction whether the Fund is open to Retail Clients what AML / CTF requirements apply to the External Fund in the host jurisdiction whether the host jurisdiction is FATF compliant.



PF61. Name and contact details of the Financial Services Regulator responsible for the authorisation and ongoing supervision of the External Fund.

PF62. If the marketing and distribution of Units of the External Fund is to be undertaken in the DIFC, please confirm whether this will be by the Fund Manager and or another Authorised Firm, and details of those firms.

PF63. In relation to the requirements of CIR Rule 6.2.2 please confirm that the External Fund will:

Have systems and controls which are adequate to ensure compliance with the requirements that apply to the External Fund in the jurisdiction in which it is established or domiciled (host jurisdiction); and

To the extent that there are requirements applying to such a Fund in the jurisdiction of its establishment or domicile which conflict with any DFSA requirements applicable to the Fund Managers in respect of the Fund, it will show how such conflicts will be resolved to the satisfaction of the DFSA.

Comply with the disclosure requirements in CIR 14.2.5 – 14.2.7.

PF64. Are you seeking a waiver or modification to any of the DFSA Rules in relation any requirements that conflict with the requirements that apply to such a Fund in its host jurisdiction?

Yes No If yes, please state the applicable rule and attach the relevant Form SUP 2 Application for a Waiver.

SECTION 6: DOCUMENTATION FOR A FUND


PF65. The Constitution of the Fund

PF66. Certification of the Constitution

PF67. The Prospectus of the Fund

PF68. Certification of the Prospectus

PF69. Draft engagement letter appointing an Auditor of a Fund

PF70. Fund Approval Letter from Home Jurisdiction Regulator (applicable to an External Fund only)



SECTION 7: DISCLOSURE & DECLARATION Disclosure of information to the Dubai International Financial Centre Authority (DIFCA) The provision of certain information by the DFSA to the DIFCA under the following consent will assist the DIFCA in exercising its functions and powers. It is not mandatory to provide consent and should you not wish to provide consent, we ask that you consider keeping the DIFCA informed of the progress of your application. I consent / I do not consent to disclosure of the following information by the DFSA to the DIFCA: 1. The fact of the filing of this application, together with the name of the applicant; 2. The fact (if applicable) that this application is still being reviewed by the DFSA; and 3. The outcome of this application. An outcome may include a decision by the DFSA to approve

this application, in principle or otherwise, or to reject the application or the withdrawal of the application.



2. I declare my understanding that the DFSA may request more detailed information (including

but not limited to, personal, educational, employment and financial information) should it be deemed necessary to adequately assess the fitness and propriety of the firm or any person connected to the firm. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.

3. I confirm that I have the authority to make this application, to declare as specified above and

sign this form for, or on behalf of, the applicant. I also confirm that I have the authority to give the consent specified above.




Date


Position/title





Position/title

*Or the person who will be authorised by the entity once it has been incorporated or established within the DIFC.



SECTION 8: ADDITIONAL DECLARATION FOR AN EXTERNAL FUND MANAGER

8.1 Appointment of a Fund Administrator / Trustee as agent

Name of the Appointed Fund Administrator / Trustee:

Licence No:

The Address in the DIFC at which: service of process on the External Fund Manager can be

made: the Fund’s Register of Unitholders is available for inspection by

DFSA or Unitholders the Fund’s Constitution and most recent Prospectus is

available for inspection by Unitholders any other records or information required by the DFSA or any

oversight provider of the Fund is available if the Fund is an open-ended Fund, issue, resale or redemption

of Units can be effected.

[name of the applicant External Fund Manager] hereby designate and appoint the Fund

Administrator/Trustee at the address stated above as the agent of:

[name of the applicant External Fund Manager];

upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (the

“Proceeding”) arising out of or relating to or concerning the management of

[name of the Fund] under the DIFC Laws and DFSA Rules or its activities in or from the DIFC, and irrevocably waive any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding. This appointment of Agent for service of process shall be governed by and construed in accordance with the DIFC laws and shall only be revoked with the prior written consent of the DFSA. The undersigned accepts the appointment as the Agent for service of process [applicant External Fund Manager] above pursuant to the terms outlined above and for carrying out the additional functions specified in this document. Signature of authorised signatory of applicant External Fund Manager (Principal) __________________________

Date

Name of authorised signatory above

Position/title

Signature of authorised signatory of the Appointed Fund Administrator / Trustee (Agent) __________________________

Date

Name of authorised signatory of above

Position/title



8.2 Submission to the jurisdiction of the DFSA and DIFC Court by the applicant External Fund Manager

[name of the applicant External Fund Manager] irrevocably and unconditionally submit

to the jurisdiction of the judicial, quasi-judicial and administrative tribunals of the DIFC in relation to any proceedings in the DIFC, arising out of or related to or concerning its activities in or from the DIFC relating to or concerning the management of [name of the Fund]. Signature of authorised signatory of applicant External Fund Manager __________________________

Date


Position/title of authorised signatory

Please return the completed form to: Dubai Financial Services Authority Level 13, The Gate Building, Dubai International Financial Centre PO Box 75850, Dubai, UAE Firms are advised to retain a copy of this exempt fund form and all attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – AUT – EFF

Page 1 of 13 AUT – EFF/VER3/12-11

For DFSA use only

Form AUT – EFF Exempt Fund Form This form must be submitted by applicants applying to conduct the Financial Service of: Managing a Collective Investment Fund which is an Exempt Fund You are not required to submit the Core Information form.

The Notes for Applicants contain information that may assist you to complete this form. Please refer to the section entitled “Exempt Fund Form” in the notes. Each note is linked to a specific question in this form via a referenced number. As this is a multi purpose form please refer to the table at the beginning of the Exempt Fund Form to determine which sections of this form are applicable to you.



The following boxes marked ‘X’ indicate which sections of this form need to be completed by you.

Type of Exempt Fund Application Authorisation


Variation of License as a Domestic Fund Manager


Existing Domestic / External Fund Manager giving Notification of additional Exempt Fund Applicable Section

Section 1: General Information

X X X

Section 2: Contact Details X X X


X X


X X


X

Section 6: Compulsory supporting documents for a Fund Manager

X X X


X X X X

Section 8: Prudential Regulatory Reporting for a Domestic Fund Manager

X X

Section 9: Fit & Proper Questionnaire & Declaration

X X X

Section 10: Information about the Fund X X X X

Section 11: Disclosure & Declaration X X X X


X



SECTION 1: GENERAL INFORMATION

EF1. Full name of the firm applying

EF2. Please indicate whether you are: An applicant to be an Authorised Firm in the form of a Domestic Fund

Manager;

An Authorised Firm making a separate request to the DFSA to include Managing a Collective Investment Fund in the scope of your current Licence; or

An applicant seeking to be an External Fund Manager.

EF3. Legal nature of the applicant.

EF4. Are you a DIFC entity or non-DIFC entity? (Not applicable to an External Fund Manager)

EF5. Are you a start-up? (Not applicable to an External Fund Manager)

Yes No EF6. Are you, or your Parent, regulated? If yes, please provide contact details for the regulator

responsible for the authorisation and ongoing supervision.

EF7. Will you be conducting Islamic Financial Business?

Yes No EF8. Date and place of incorporation.

EF9. Financial year end (DD/MM).

EF10. Trading names (if different from legal name).

SECTION 2: CONTACT DETAILS

EF11. Name of contact person for application. Provide telephone, fax, e-mail and postal address.

EF12. Name and contact details of professional adviser(s) assisting with application, if any.

EF13. Would you like us to copy in your adviser on any correspondence?

Yes No EF14. Registered and current / proposed business address for the DIFC operation, if known. (Not

applicable to an External Fund Manager)

EF15. Your head office address (if different to EF14)



EF16. Website address.

EF17. Name and contact details of your auditor.

EF18. Is your auditor DFSA Registered?

Yes No

SECTION 3: INFORMATION ABOUT THE DOMESTIC FUND MANAGER

EF19. Please confirm that you comply with the management and operation requirements, as applicable for Exempt Funds in Chapter 8 of the Collective Investment Rules

Yes No EF20. Please provide a description of the proposed custody arrangements and confirm that these

arrangements meet the requirements.

EF21. Will the Fund Manager delegate the Financial Service of Managing Assets in relation to the Exempt Fund to a Service Provider? If yes, please provide the full name of the Service Provider, jurisdiction and a confirmation that the Service Provider meets the requirements.

EF22. Will the Fund Manager delegate the Financial Service of Providing Fund Administration in relation to the Exempt Fund to a Service Provider? If yes, please provide the full name of the Service Provider, jurisdiction and a confirmation that the Service Provider meets the requirements.

EF23. Name and contact details of the Fund’s registered auditor.

EF24. Please advise which accounting standards will apply to the Fund(s) you propose to manage.

EF25. Please confirm that you comply with the accounting, audit and periodic reporting requirements in Chapter 9 of the Collective Investment Rules.

Yes No EF26. Are you seeking a waiver or modification to any of the DFSA Rules in relation to the requirements

you must meet in your role as Fund Manager?


SECTION 4: DOCUMENTATION FOR A DOMESTIC FUND MANAGER


EF27. Organogram of Group structure identifying all Controllers, other shareholders and Close Links. This should include a clear breakdown of shareholding, jurisdiction in which the entity/individual is based, and identification of any DFSA/other regulated entities.



SECTION 5: DOCUMENTATION FOR AN EXTERNAL FUND MANAGER

EF28. Staff organogram including reporting lines.

EF29. Résumés/CVs for the individual Controllers (including date of birth), if applicable.

EF30. Résumés/CVs for the members of the board of Directors (both executive and non-executive) for the Fund Manager.

EF31. AUT-IND1 form (one for each proposed Authorised Individual).

EF32. Financial projections, including: quarterly cash flow forecast quarterly profit & loss account, split into income streams quarterly forecast of your Capital Resources versus your Capital Requirement quarterly balance sheet

Note: provide all projections commencing at the time of authorisation and on a quarterly basis for each of the first three financial years after licensing

EF33. Evidence of source of funds for a start-up

EF34. Board minute approving establishment of the DIFC entity.

EF35. Incorporation certificate


EF36. Please confirm you have provided a letter of good standing from your regulator regarding this DFSA application

EF37. Copy of your current regulatory licence in the home jurisdiction including any restrictions or conditions.

EF38. Appointed Fund Administrator Agreement

EF39. Appointed Trustee Agreement



SECTION 6: COMPULSORY SUPPORTING DOCUMENTS FOR A FUND MANAGER At the time of submission of this form, the following supporting documents must be complete and be ready for inspection by the DFSA. By ticking the “Complete, and ready to be inspected” box, you are confirming the supporting documents meet all applicable standards and contain all necessary provisions taking into account the nature, size and complexity of your proposed activities. The DFSA may request inspection of the supporting documents at any stage.

Document All applicants

EF40. Compliance Manual Complete, and ready to be inspected

EF41. Anti-Money Laundering Procedures Complete and ready to be inspected

EF42. Compliance Monitoring Programme Complete and ready to be inspected

EF43. Risk Management Policies Complete and ready to be inspected

EF44. Delegation Agreement Complete and ready to be inspected

SECTION 7: FEES FOR A DOMESTIC FUND MANAGER APPLICATION / DOMESTIC FUND (INITIAL ANNUAL FEE) Applications will not be processed until the relevant fee is paid in full to the DFSA. Details of the application fees for a Domestic Fund Manager and initial annual fee for a Fund are contained in the Fees module of the DFSA Rulebook. Please make the payment by Bank transfer in US Dollars to the account listed below. Cheques or bank drafts will not be accepted.

Account name Dubai Financial Services Authority Account number 020-683751-100 IBAN AE080200000020683751100

Bank details HSBC Bank Middle East PO Box 66 Dubai, UAE


SECTION 8: PRUDENTIAL REGULATORY REPORTING FOR A DOMESTIC FUND MANAGER

EF45. Which accounting standards will the firm use in preparing its financial accounts and statements?

EF46. Please confirm that you will be able to use the DFSA’s Electronic Prudential Reporting System to submit the required prudential regulatory returns.



SECTION 9: FIT AND PROPER QUESTIONNAIRE Please note: If the answer to any of the following questions is yes, please provide details attaching separate sheets/documentation as necessary. Have you or any member of your Group in the last 10 years:

EF47. Been convicted or found guilty by any court of a competent jurisdiction in respect of any offence? Yes No

EF48. Ever been the subject of disciplinary procedures by a government body or agency or any self regulatory organisation or other professional body?

Yes No

EF49. Contravened any provision of Financial Services legislation or of rules, regulations, statements of principle or codes of practice made under it or made by a self regulatory organisation. Financial Services Regulator, Authorised Market Institution or regulated exchange or clearing house?

Yes No

EF50. Been refused or had a restriction placed on the right to carry on a trade, business or profession requiring a licence, registration or other permission?

Yes No

EF51. Received an adverse finding or an agreed settlement in a civil action by any court or tribunal of competent jurisdiction resulting in an award against or payment in excess of $10,000 or awards that total more than $10,000?

Yes No

EF52. Been censured, disciplined, publicly criticised or the subject of any investigation or enquiry by any regulatory authority, Financial Services Regulator or officially appointed inquiry?

Yes No

SECTION 10: INFORMATION ABOUT THE FUND General information

EF53. Full name of the Exempt Fund to which this notification relates.

EF54. Please confirm the Exempt Fund meets the criteria set out under Article 16(4) of the Collective Investment Law

Yes No EF55. Please confirm the Fund’s legal structure:

Investment Company Investment Partnership Investment Trust

EF56. Please advise whether the Exempt Fund you propose to manage will fall into one of the

following categories (as described in Chapter 3 of the Collective Investment Rules and / or Chapter 6 the Islamic Finance Rules):

Private Equity Fund Property Fund Hedge Fund Real Estate Investment Trust Islamic Fund Fund of Funds

Feeder Fund

Umbrella Fund formed as a PCC not a PCC



Closed-Ended Fund Open-Ended Fund If Other, please describe what type of Fund it will be:

EF57. Please confirm that the fund meets the relevant specialist fund requirements as described in Chapter 3 of the Collective Investment Rules and / or Chapter 6 the Islamic Finance Rules

Yes No EF58. Provide a description of the fund including information such as, for example:

Objectives Investments or assets the fund will invest in e.g. equities, derivatives, real property, etc Geographical spread Sector restrictions Intended or expected size of the fund (in US $) Investment & Borrowing limitations Base currency

EF59. Is the issue or offer of Units to which this notification relates: An initial issue or offer; or In respect of a closed-ended Fund, a subsequent issue or offer to one previously

notified to the DFSA?

EF60. Proposed date of issue or offer

Additional information about an External Fund

EF61. Please provide the following information in relation to the External Fund and its host jurisdiction: name of the jurisdiction in which the External Fund is domiciled nature of the regulatory requirements applicable to the Fund in its host jurisdiction whether the Fund is open to Retail Clients what AML / CTF requirements apply to the External Fund in the host jurisdiction whether the host jurisdiction is FATF compliant.

EF62. Name and contact details of the Financial Services Regulator responsible for the authorisation and ongoing supervision of the External Fund.

EF63. If the marketing and distribution of Units of the External Fund it so to be undertaken in the DIFC please confirm whether this will be by the Fund Manager and or another Authorised Firm, and details of those firms.

EF64. In relation to the requirements of CIR Rule 6.2.2 please confirm that the External Fund will: Have systems and controls which are adequate to ensure compliance with the requirements that apply to the External Fund in the jurisdiction in which it is established or domiciled (host jurisdiction); and



To the extent that there are requirements applying to such a Fund in the jurisdiction of its establishment or domicile which conflict with any DFSA requirements applicable to the Fund Managers in respect of the Fund, it will show how such conflicts will be resolved to the satisfaction of the DFSA.

Comply with the disclosure requirements in CIR 14.2.5 – 14.2.7.

EF65. Are you seeking a waiver or modification to any of the DFSA Rules in relation any requirements that conflict with the requirements that apply to such a Fund in its host jurisdiction?


Compulsory Supporting Documents for a Fund At the time of submission of this form, the following supporting documents must be complete and be ready for inspection by the DFSA. By ticking the “Complete, and ready to be inspected” box, you are confirming the supporting documents meet all applicable requirements in the Collective Investment Law and the DFSA Rulebook: Collective Investment Rules including all Rules, Appendices and Guidance, The DFSA may request inspection of the supporting documents at any stage.


EF66. Constitution Complete and ready to be inspected

EF67. Prospectus Complete and ready to be inspected



SECTION 11: DISCLOSURE & DECLARATION Disclosure of information to the Dubai International Financial Centre Authority (DIFCA) The provision of certain information by the DFSA to the DIFCA under the following consent will assist the DIFCA in exercising its functions and powers. It is not mandatory to provide consent and should you not wish to provide consent, we ask that you consider keeping the DIFCA informed of the progress of your application. I consent / I do not consent to disclosure of the following information by the DFSA to the DIFCA: 1. The fact of the filing of this application, together with the name of the applicant; 2. The fact (if applicable) that this application is still being reviewed by the DFSA; and 3. The outcome of this application. An outcome may include a decision by the DFSA to






3. I confirm that I have the authority to make this application, to declare as specified

above and sign this form for, or on behalf of, the applicant. I also confirm that I have the authority to give the consent specified above.

4. For the purposes of complying with DIFC Data Protection Law 2007, I understand that

any Personal Data provided to the DFSA will be used to discharge its regulatory functions under the Regulatory Law 2004 and other relevant legislation and may be disclosed to third parties for those purposes.


Date


Position/title





Position/title

*Or the person who will be authorised by the entity once it has been incorporated or established within the DIFC.



SECTION 12: ADDITIONAL DECLARATION FOR AN EXTERNAL FUND MANAGER 12.1 Appointment of a Fund Administrator / Trustee as agent

Name of the Appointed Fund Administrator / Trustee:

Licence No:

The Address in the DIFC at which: Service of process on the External Fund Manager can be

made: The Fund’s Register of Unitholders is available for inspection

by DFSA or Unitholders The Fund’s Constitution and most recent Prospectus is

available for inspection by Unitholders Any other records or information required by the DFSA or any

oversight provider of the Fund is available If the Fund is an open-ended Fund, issue, resale or redemption

of Units can be effected.

[name of the External Fund Manager] hereby designate and appoint the Fund Administrator /

Trustee at the address stated above as the agent of:

[name of applicant External Fund Manager];

upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (the

“Proceeding”) arising out of or relating to or concerning the management of [name of the

Fund] under the DIFC Laws and DFSA Rules or its activities in or from the DIFC, and irrevocably waive any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding. This appointment of Agent for service of process shall be governed by and construed in accordance with the DIFC laws and shall only be revoked with the prior written consent of the DFSA. The undersigned accepts the appointment as the Agent for service of process on [applicant External Fund Manager] above pursuant to the terms outlined above and for carrying out the additional functions specified in this document, Signature of authorised signatory of applicant External Fund Manager (Principal)

__________________________

Date


Position/title

Signature of authorised signatory of the Appointed Fund Administrator / Trustee (Agent) __________________________

Date

Name of authorised signatory of above

Position/title



12.1 Submission to the jurisdiction of the DFSA and DIFC Court by the applicant External Fund Manager

[name of the External Fund Manager] irrevocably and unconditionally submit to the

jurisdiction of the judicial, quasi-judicial and administrative tribunals of the DIFC in relation to any proceedings in the DIFC, arising out of or related to or concerning its activities in or from the DIFC relating to or concerning the management of [name of the Fund]. Signature of authorised signatory of applicant External Fund Manager __________________________

Date


Position/title of authorised signatory

Please return the completed form to: Dubai Financial Services Authority Level 13, The Gate Building, Dubai International Financial Centre PO Box 75850, Dubai, UAE Firms are advised to retain a copy of this exempt fund form and all attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – AUT-REP

Page 1 of 5 AUT – REP/VER4/12-11

For DFSA use only

Form AUT - REP Applying for Authorisation as a Representative Office This form must be submitted by all new applicants applying for a Licence to conduct the Financial Service of Operating a Representative Office, as defined in the GEN Module of the DFSA Rulebook. Existing DFSA licensed firms that want to vary their licence to become a Representative Office should complete Form SUP4. The Notes for Applicants contain information that may assist you in completing this form. Each note is linked to a specific question in this form via a referenced number.



Representative Office Application General Information RO1. Full name of the applicant

RO2. Legal nature of the applicant’s head office

RO3. Contact details of the applicant (please provide telephone, fax, e-mail and website address)

RO4. Date and place of incorporation of head office

RO5. Financial year-end (DD/MM)

RO6. Trading names (if different from legal name)

RO7. Name of contact person for application (please provide telephone, fax, e-mail and postal address)

RO8. Name and contact details of professional adviser(s) assisting with the application, if any

RO9. Would you like us to copy in your adviser on any correspondence?

Yes No

Home jurisdiction regulator RO10. Please provide contact details of the regulator (including the name of the relationship

supervisor, if any) responsible for the authorisation and ongoing supervision of the head office. Please also include the date that the applicant was authorised.

Controllers RO11. Please identify all your Controllers. Provide the full name and date of birth for each Controller

that is an individual and for each of the board members of all corporate Controllers.



Nature of applicant’s business and intended activities in the DIFC RO12. Please provide the following:

a brief overview of the activities to be undertaken in the DIFC to include an overview of the business of the applicant in its home jurisdiction and a description of the systems and controls the applicant will have in place to ensure it only conducts the permitted activities of a Representative Office.

latest audited financial statements for the Head Office

Anti Money Laundering

RO13. The applicant must have suitable arrangements to comply with the anti money laundering requirements as detailed in section 6 of the Representative Office (REP) Rulebook. Please confirm that you meet with this requirement (note: we may ask for documentary evidence)

Yes No

Principal Representative

RO14. A Representative Office must have an individual who will undertake the role of Principal Representative. Please confirm that an AUT-IND4 form is attached to this application.

Yes No

Fees Applications will not be processed until the relevant fee is paid in full to the DFSA. Details of the application fees are contained in the Fees module of the DFSA Rulebook. Please make the payment by bank transfer in US Dollars to the account listed below. Cheques or bank drafts will not be accepted. Account name Dubai Financial Services Authority Account number 020-683751-100 IBAN number AE080200000020683751100 Bank details HSBC Bank Middle East





Applicant Firm Fit & Proper Questionnaire Please note: if the answer to any of the following questions is yes, please provide full details, attaching separate sheets/documentation as necessary. Have you or any member of your Group in the last 10 years:

RO15. Been convicted or found guilty by any court of a competent jurisdiction of any offence? Yes No

RO16. Ever been the subject of disciplinary procedures by a government body or agency or any self-regulatory organisation or other professional body?

Yes No

RO17. Contravened any provision of financial services legislation or rules, regulations, statements of principle or codes of practice made under it or made by a self-regulatory organisation, Financial Services Regulator, Authorised Market Institution or regulated exchange or clearing house?

Yes No

RO18. Been refused or had a restriction placed on the right to carry on a trade, business or profession requiring a licence, registration or other permission?

Yes No

RO19. Received an adverse finding or an agreed settlement in a civil action by any court or tribunal of a competent jurisdiction resulting in an award against or payment in excess of $10,000 or awards that total more than $10,000?

Yes No

RO20. Been censured, disciplined, publicly criticised or the subject of any investigation or enquiry by any regulatory authority, Financial Services Regulator or officially appointed inquiry?

Yes No





Declaration by the Applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the








Signature of Proposed Principal Representative

Date

Name of Proposed Principal Representative

Position/title

Signature of Director/Partner of the applicant at head office

Date

Name of Director/Partner of the applicant at head office

Position/title

Please return the completed form to: Dubai Financial Services Authority Level 13, The Gate Dubai International Financial Centre PO Box 75850, Dubai, UAE Firms are advised to retain a copy of this form, any supplement and all attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – AUT - CON

1 of 10 AUT - CON/VER5/04-11

For DFSA use only

Form AUT – CON Applications and notifications concerning a change in control Name of Authorised Firm

DFSA Reference Number

Firms are requested to contact the Supervision Department of the DFSA

(+9714 362 1500) before considering completing this application.


2 of 10 AUT - CON/VER5/04-11

Purpose of this form

This form must be submitted by an Authorised Firm applying for approval or notifying the DFSA concerning a change in control of the Authorised Firm, this form may also be used by a Controller.

Authorised Firms are required to complete a form for each application or notification.

An Authorised Firm or Controller must submit an application or notification. As applicable, concerning a change in control, at least 28 days in advance of the proposed change, or immediately upon becoming aware of a proposed or actual change in control. Contents Section Title

1 Controllers (Individuals)

2 Controllers (Undertakings)

3 Details of new controls or change in level of control

4 Additional information

5 Declaration


3 of 10 AUT - CON/VER5/04-11

Notes for completing this form Defined terms are identified throughout this application form by the capitalisation of the initial

letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook. Section 1 must be completed if the application/notification of a change in control relates to an

individual. Section 2 must be completed if the application/notification relates to an Undertaking. Section 3 and 5 must be completed in respect of all applications/notifications. Please use Section 4 if you wish to provide additional information that may clarify or support your

answers in Sections 1-3. Questions must be answered fully and the use of abbreviations or acronyms should be avoided or

defined.

Answers must be typed in electronic format and the form must be signed by the Authorised Firm’s Senior Executive Officer, Compliance Officer or relevant Controller. Versions of this form on the DFSA’s website are in PDF format. Editable Microsoft Word versions can be obtained from the DFSA.


4 of 10 AUT - CON/VER5/04-11

SECTION 1 – CONTROLLERS (INDIVIDUALS) Note: Please only complete this section if the application/notification relates to an individual 1.1 Title (Mr, Mrs etc.)

1.2 Family name

1.3 Other names

1.4 Residential address

1.5 Date of birth

(DD/MM/YYYY)

1.6 Place of birth

1.7 Passport(s) number(s)

Note: Please provide a copy of the passport

1.8 Nationality

1.9 Please provide details of any Directorships or Partnerships held

Company/Partnership name Principal activity


5 of 10 AUT - CON/VER5/04-11

1.10 Details of any other Controller positions held

Company/Partnership name Principal activity Nature of control


6 of 10 AUT - CON/VER5/04-11

SECTION 2 - CONTROLLERS (UNDERTAKINGS) 2.1 Full name of Undertaking

2.2 Date of formation/establishment

(dd/mm/yyyy)

2.3 Place of establishment

2.4 Contact address

2.5 Head office address

(if different from 2.4)

2.6 Undertakings website address

(If applicable)

2.7 Legal status

(Company/Partnership/trust)

2.8 Principal activity

2.9 Name of the Undertaking’s

Financial Services Regulator (If applicable)


7 of 10 AUT - CON/VER5/04-11

2.10 Directors/Partners of the Controller

Full name Job title Date of birth

(dd/mm/yyyy)

Please use additional sheets as necessary.


8 of 10 AUT - CON/VER5/04-11

SECTION 3 – DETAILS OF NEW CONTROL OR CHANGE IN LEVEL OF CONTROL 3.1 Is the Authorised Firm seeking approval or making a notification under the Rules?

3.1.1 Approval 3.1.2 Notification 3.2 State the reason for approval/notification 3.2.1 Holding increase from below 10% to more than 10%; 3.2.2 Holding increase from below 30% to 30% or more; 3.2.3 Holding increase from below 50% to 50% or more; 3.2.4 Holding decrease from more than 50% to 50% or less; 3.2.5 Significant management influence 3.3 Effective date (dd/mm/yyyy) 3.4 Total control expressed as a percentage of shares

(as defined in GEN 11.8.3)

3.5 Please provide details of how the control can be exercised


9 of 10 AUT - CON/VER5/04-11

SECTION 4 - ADDITIONAL INFORMATION Please comment on the following specific matters: Background of the new Controller Reason for the change of control Impact of the new Controller on the Authorised Firm and/or its group Timetable of the proposed or actual change Revised Structure (pre and post change, or attach a separate diagram) Updated (if applicable) contact details of the Home State Regulator of the new controller (see

separate section below) Any other matter that may be relevant

If applicable, name and country of controller’s Financial Services Regulator

Name of contact or supervisor at the above Financial Services Regulator

Telephone, fax or email of the above contact or supervisor


10 of 10 AUT - CON/VER5/04-11

SECTION 5 - DECLARATIONS Declaration by the Authorised Firm 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the

information given in this form is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.


but not limited personal, educational, employment and financial information) should it be deemed necessary to adequately assess the Controller. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.

3. I confirm that I have the authority to declare as specified above and to sign this form. I also

confirm that I have the authority to give the consent specified above.

4. For the purposes of complying with DIFC Data Protection Law 2007, I understand that any Personal Data provided to the DFSA will be used to discharge its regulatory functions under the Regulatory Law 2004 and other relevant legislation and may be disclosed to third parties for those purposes.

Signature of Senior Executive Officer, Compliance Officer or relevant Controller

Date

Name of Senior Executive Officer, Compliance Officer or relevant Controller

Please return the completed form to: Dubai Financial Services Authority Supervision Department Level 13, The Gate PO Box 75850 Dubai, UAE Firms are advised to retain a copy of the form and all relevant attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) -AUT – IND 1

1 of 24 AUT – IND1/VER8/04-11

For DFSA use only

Form AUT – IND 1 Application for authorisation Authorised Individual status Name of individual

Name of Authorised/applicant firm

DFSA Reference Number (If applicable)

Firms are requested to contact the supervision department of the DFSA (switchboard +971 (0)4 362

1500 or [email protected]) before considering completing an application


2 of 24 AUT – IND1/VER8/04-11


This form must be submitted by an applicant firm or an Authorised Firm applying for Authorised Individual status for an individual who is to carry out one or more Licensed Functions, as defined in the GEN module of the DFSA Rulebook.

Before submitting an application to the DFSA , the applicant firm or Authorised Firm must make all reasonable enquires as to the individual’s fitness and propriety to carry our the relevant Licensed Functions.

In some cases the DFSA may require additional information in order to complete the processing of this application. If this is necessary the DFSA will contact the person identified as the firm’s relevant contact to obtain such additional information.

An Authorised Firm applying to extend or vary the scope of an existing Authorised Individual’s status should use form AUT-IND2 instead of this form.

An Authorised Firm applying to withdraw an existing Authorised Individual’s status should use form AUT-IND3 instead of this form. Contents Section Title

1 General information

2 Licensed functions

3 Education and professional qualifications

4 Employment history

5 Other personal registrations

6 Professional memberships

7 Other holdings

8 Referees

9 Fit and proper questionnaire

10 Attachments

11 Declarations


3 of 24 AUT – IND1/VER8/04-11

Notes for completing this form Defined terms are identified throughout this application form by the capitalisation of the

initial letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook.

Unless otherwise specified, applicant refers to the individual for whom Authorised

Individual status is being sought. Unless otherwise specified, Authorised Firm refers to the firm on whose behalf the

applicant will be carrying out the Licensed Functions and includes, for the purposes of this application, a firm applying for authorisation to carry on Financial Services.

Prior to completion of this form Authorised Firms should read the relevant sections of the

GEN module of the DFSA Rulebook applying to Authorised Individuals. All sections of the form must be completed. Questions must be answered fully and the

use of abbreviations or acronyms should be avoided or defined.

Do not leave any questions blank. If a question is not applicable this should be indicated in the response section. Failure to answer questions or provide full responses will delay the progress of the application.

Answers must be typed in electronic format and the form must be signed by a

Director/Partner of the applicant or, in the event that, for example, the applicant has yet to be incorporated, the Director who will be authorised in due course to sign on behalf of the applicant. Versions of this form on the DFSA’s website are in PDF format. Editable Microsoft Word versions can be obtained from the DFSA.


4 of 24 AUT – IND1/VER8/04-11

SECTION 1 - GENERAL INFORMATION About the Authorised Firm 1.1 Name of Authorised Firm

1.2 DFSA Licence number

(If applicable)

1.3 Applicant’s contact person for

this application

1.4 Contact telephone number

1.5 Contact E-mail

1.6 Contact address

About the applicant 1.7 Title (Mr, Mrs etc.)

1.8 Full name as it appears in the

applicant’s passport

1.9 Other names

1.10 Has the applicant ever used any previous names? Yes

No

If No please go to question 1.11.

If Yes, please provide the following information:

State previous names

Date name changed

Reason for change of name

1.11 Date of birth

(DD/MM/YYYY)


5 of 24 AUT – IND1/VER8/04-11

1.12 Place of birth

1.13 Passport(s) number(s)

1.14 Please state the country(ies)

and place(s) of issue of the applicant’s passport(s).

Please attach a copy of all passports held by the applicant, including copies of any current visas. 1.15 Has the applicant previously held Authorised Individual status with

the DFSA? Yes

No

If Yes, please indicated the applicant’s previous individual reference number with the DFSA

Citizenship 1.16 Please provide details of all citizenship/residency held by the applicant.

Country/Territory

Status (National/resident/domicile/ Other[please specify])

Relevant dates (if applicable)

National identification number

National identification source (ID card/visa/passport etc.)

Country/territory

Status (National/resident/domicile/ Other [please specify])

Relevant dates (if applicable)

National identification number

National identification source (ID card/visa/passport etc.)

Please use additional sheets if required


6 of 24 AUT – IND1/VER8/04-11

Contact details 1.17 Residential address

1.18 Dates resident at above

address: From To

1.19 Previous address if less than 3

years at the above address

1.20 Residential telephone number

(include country and area codes)

1.21 Residential fax number (include country and area codes)

1.22 Contact e-mail address


7 of 24 AUT – IND1/VER8/04-11

SECTION 2 - LICENSED FUNCTIONS Mandatory appointments Note: Mandatory Licensed Functions are defined at GEN 7.5 of the DFSA Rulebook.

2.1 Will the applicant be carrying out a mandatory Licensed Function? Yes No

If No, please go to question 2.2.

If Yes, please complete the following questions detailing the mandatory Licensed Functions the applicant will carry out.

2.1.1 Senior Executive Officer (SEO)

Licensed

Director Licensed Partner

Senior Manager

Please indicate at what level the SEO will be Licensed.

Note: Please see GEN module Rule 7.4.2 (b)

Please confirm the SEO will be ordinarily resident in the UAE. Yes No Note: Please see GEN module Rule 7.5.2

2.1.2 Finance Officer

Licensed Director

Licensed Partner

Senior Manager

Please indicate at what level the Finance Officer will be Licensed.

Note: Please see GEN module Rule 7.4.5 2.1.3 Compliance Officer

Licensed Director

Licensed Partner

Senior Manager

Please indicate at what level the Compliance Officer will be Licensed.

Note: Please see GEN module Rule 7.4.6

Please confirm the Compliance Officer will be ordinarily resident in the UAE.

Yes No

Note: Please see GEN module Rule 7.5.2 2.1.4 Money Laundering Reporting

Officer (MLRO)

Licensed Director

Licensed Partner

Senior Manager

Please indicate at what level the MLRO will be Licensed.

Note: Please see GEN module Rule 7.4.8 Please confirm the MLRO will be ordinarily resident in the UAE. Yes No Note: Please see GEN module Rule 7.5.2


8 of 24 AUT – IND1/VER8/04-11

Other Licensed Functions 2.2 Please indicate the Licensed Functions to be carried out by the applicant.

2.2.1 Licensed Director

2.2.2 Licensed Partner

2.2.3 Senior Manager

2.2.4 Responsible Officer

The applicant’s role and experience 2.3 Job title within the Authorised Firm.

2.4 Commencement date of Licensed Functions

(dd/mm/yyyy).

2.5 Please attach a detailed job description for the applicant, which should include the activities

of the Licensed Function to be carried out. The job description should clearly detail all the responsibilities of the role; Please indicate if the role is full time or not; and Where the role is not full time, please detail how much of the applicant’s time will be

devoted to carrying out the Licensed Function role. 2.6 Please describe in detail how the Authorised Firm has determined that the applicant is

competent to carry out the Licensed Functions. Technical competence

(Please include the relevant qualifications and training specific to the proposed Licensed Function on which you have determined the candidate’s competence for the Licensed Functions to be carried out.)

Relevant experience

(Please include the relevant experience specific to the proposed Licensed Function on which you have determined the candidate’s competence for the Licensed Functions to be carried out.)


9 of 24 AUT – IND1/VER8/04-11

SECTION 3 - EDUCATION & PROFESSIONAL QUALIFICATIONS Higher education 3.1 List all higher education degrees and diplomas held.

Name and location of university/ institution

Details of degree/diploma

Dates of study

From To

Professional qualifications 3.2 List any professional qualifications held.

Full name of institute Full name of qualification held

Dates of study

From To


10 of 24 AUT – IND1/VER8/04-11

Other relevant qualifications 3.3 List any other qualifications held by the applicant which are relevant to their role.

Full name of institute Full name of qualification held

Dates of study

From To

Copies of certificates 3.4 Please attach copies of all certificates listed in section 3.

3.5 Are there any qualifications listed in questions 3.1 to 3.3 for which

certificates are unavailable and copies cannot be supplied? Yes No

If Yes please detail below what due diligence and checks the Authorised Firm has carried out

to verify the applicant’s qualifications.


11 of 24 AUT – IND1/VER8/04-11

SECTION 4 - EMPLOYMENT HISTORY 4.1 Please provide full details of your career covering the last ten years.

Note: The full ten year period must be detailed. Any gaps between employment or education of more than one month, must be included and relevant details provided (e.g. career break, unemployment, etc.).

Dates Employment (Specify employer)

Study (Specify institute)

Other (Please specify) From

dd/mm/yy To

dd/mm/yy


12 of 24 AUT – IND1/VER8/04-11

Employment history 4.2 Please provide the following details for all periods of employment detailed in the ten year

period at 4.1 above, starting with your current or most recent employment. Employment 1 Full name of employer.

Full address of employer.

Nature of business.

Contact person within employer.

Position/title of contact person.

Contact telephone number.

Contact fax number.

Contact E-mail.

If applicable state the employer’s Financial Services Regulator.

The applicant’s position/title with the employer.

Nature of employment (Employed/self employed/contractor).

Please provide details of any regulated activities carried out by the applicant.

Reason for leaving employment.


13 of 24 AUT – IND1/VER8/04-11

Employment 2

Full name of employer.


Nature of business.




Contact fax number.

Contact E-mail.







14 of 24 AUT – IND1/VER8/04-11

Employment 3

Full name of employer.


Nature of business.




Contact fax number.

Contact E-mail.






Please use additional sheets as required and submit as an attachment


15 of 24 AUT – IND1/VER8/04-11

SECTION 5 - OTHER PERSONAL REGISTRATIONS 5.1 Has the applicant held or been granted, in a personal capacity, any

licence, registration or organisation by any Financial Services Regulator not stated elsewhere in this form?

Yes No

If Yes please provide full details below

Full name of Financial Services Regulator

Nature of license, registration or authorisation held

Scope of activity permitted by Licence, registration or authorisation held

Relevant dates of licence, registration or authorisation held

From

To

Please use additional sheets as required

5.2 Is the applicant applying as an outsourced individual (ie. CO, MLRO, or FO)

Yes No

If Yes, please provide details below of other Firms that the applicant has been Authorised to carry on such service to, and/or has a pending application to carry on such service. Please Detail the following: a) The full name of the Firm; b) The category of the Firm if it is a DFSA regulated Firm; c) The status of the Firm (Pending, In-Principle, or Authorised); d) Your application status ( Pending, or Authorised); e) The actual/proposed working hours per month.

Firm Name CAT

(if applicable) Firm Status Applicants

Application Status Actual/Proposed Working Hours (Hrs / Month)

Please use additional sheets as required


16 of 24 AUT – IND1/VER8/04-11

Please provide an explanation to demonstrate the competence and capability of the applicant in carrying out his/her function adequately in light of other commitments as mentioned above.


17 of 24 AUT – IND1/VER8/04-11

SECTION 6 - PROFESSIONAL MEMBERSHIPS 6.1 List all current professional memberships

Full name of organisation Location/jurisdiction Date of

admission/ membership

Brief explanation of the organisation


18 of 24 AUT – IND1/VER8/04-11

SECTION 7 - OTHER HOLDINGS 7.1 Please provide a summary of any Controller positions, Directorships or Partnerships held or

that have been held in the past 10 years. Please details the following: a) The full name of the entity; b) The business operations of the entity; c) A description of your involvement with the entity; d) The percentage shareholding in the entity; and e) Any relationship, either direct or indirect that the entity has with the Authorised Firm

submitting this application.


19 of 24 AUT – IND1/VER8/04-11

SECTION 8 - REFEREES 8.1 Please provide details of two referees who will vouch for the applicant’s integrity and

professional experience. The DFSA may contact these referees before the application for Authorised Individual status is determined.

Note: At least one of the referees must be independent of both the Authorised Firm submitting

this application and the applicant (i.e. not a relative or family member).

Full name of referee

Profession/occupation

Nature of relationship to applicant

Telephone number (including country and area code)

E-mail address

Contact address

Explain the basis on which the referee is able to provide this reference and vouch for the applicant’s integrity and professional experience

Full name of referee

Profession/occupation

Nature of relationship to applicant

Telephone number (including country and area code)

E-mail address

Contact address

Explain the basis on which the referee is able to provide this reference and vouch for the applicant’s integrity and professional experience


20 of 24 AUT – IND1/VER8/04-11

SECTION 9 - FIT & PROPER QUESTIONNAIRE 9.1 Please complete the following questionnaire in relation to the applicant.

Answers must be provided to every question. Has the applicant: Yes No (i) been convicted or found guilty by any court of competent jurisdiction in

respect of any offence, other than a minor road traffic offence?

(ii) ever been the subject of disciplinary procedures by a government body or

agency or any self Regulatory organisation or other professional body?

(iii) contravened any provision of Financial Services legislation or of Rules,

Regulations, statements or principle or codes of practice made under or by a Financial Services Regulator or other supervisory body?

(iv) been refused or restricted the right to carry on a trade, business or

profession requiring a licence, registration or other authority?

(v) been dismissed or requested to resign from any office of employment?

(vi) been concerned with the management of a Body Corporate which has

been or is currently the subject of an investigation into a allegation of misconduct or malpractice?

(vii) received an adverse finding in a civil action by any court of competent

jurisdiction of fraud, misfeasance, or other misconduct, whether in connection with the formation or management of a corporation or otherwise?

(viii) received an adverse finding in an agreed settlement in a civil action by

any court or tribunal of competent jurisdiction resulting in an award against an individual in excess of $10,000 or awards that total more than $10,000?

(ix) been the subject of an order of disqualification as a Director or otherwise

to act in the management or conduct of the affairs of a corporation by a court of competent jurisdiction or Regulator?

(x) been a Director, or Partner or concerned in the management of a

company or Partnership which has gone into insolvent liquidation whilst the individual was connected with that company, Partnership or within one year of such a connection?

(xi) been the subject of complaint in connection with a Financial Service or

Ancillary Service which relates to his integrity, competence or financial soundness?

(xii) been censured, disciplined, publicly criticised by or the subject of a court

order at the instigation of a Financial Services Regulator or any officially appointed inquiry?

If you have answered Yes to any questions, please provide appropriate details of the matter below.


21 of 24 AUT – IND1/VER8/04-11


22 of 24 AUT – IND1/VER8/04-11

SECTION 10 - ATTACHMENTS

Relevant Question Attachment Required

Attachment Included

Yes To

Follow N/A

1.14 Copies of all passports held including any current visas

2.9 Copy of the applicant’s detailed job description

3.4 Copies of ALL certificates listed in questions

Other, please specify


23 of 24 AUT – IND1/VER8/04-11

SECTION 11 - DECLARATIONS Declaration by the applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the


2. I declare that, I am fit and proper to perform the Licensed Functions to which this application

relates and, in the event of a failure on my part to remain fit and proper, I shall notify the DFSA of such fact as reasonably practical.


but not limited to, personal, educational, employment and financial information) should it be deemed necessary to assess my fitness and propriety adequately. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.



Signature of applicant Date

Name of applicant


24 of 24 AUT – IND1/VER8/04-11

Declaration by the Authorised Firm 1. I declare that, the applicant’s competence has been assessed in accordance with the

requirements of the DFSA Rulebook and I declare that the applicant is competent to perform the Licensed Functions to which this application relates.

2. I declare that, to the best of my knowledge and belief, having made due enquiry into the

applicant’s background and qualifications, the information given in this form is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.

3. I declare that to the best of my knowledge and belief, having made due enquiry, the applicant

is fit and proper to perform Licensed Functions to which this application relates.

4. I confirm that I have the authority to make this application, to declare as specified above and sign this form for, or on behalf of, the Authorised Firm.

Signature of Senior Executive Officer or Compliance Officer

Date

Name of Senior Executive Officer or Compliance Officer

Please return the completed form to: Dubai Financial Services Authority Level 13, The Gate PO Box 75850 Dubai, UAE Firms are advised to retain a copy of the form and all relevant attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – AUT - IND2

Page 1 of 12 AUT – IND2/VER5/04-11

For DFSA use only

Form AUT – IND 2 Application to extend or vary Authorised Individual status Name of individual

Authorised individual number

Name of Authorised Firm


Firms are requested to contact the supervision department of the DFSA (switchboard +971 (0)4 362 1500 or [email protected]) before considering completing an application




This form must be submitted by an Authorised Firm applying to extend or vary an Authorised Individual’s authorised status. In some cases the DFSA may require additional information (including the re-submission of a complete form AUT-IND1 (Application for authorisation Authorised Individual Status) in order to complete the processing of this application. If this is necessary, the DFSA will contact the person identified in section 1 of this form.

If the Authorised Individual will cease to perform any Licensed Functions, Form AUT-IND3 (Application to Withdraw Authorised Individual Status) should be submitted instead of this form. Contents Section Title


2 Changes to Licensed Functions

3 New or additional Licensed Functions

4 Fit & proper questionnaire

5 Additional information

6 Attachments

7 Declarations






Individual status is being sought. Unless otherwise specified, Authorised Firm refers to the firm on whose behalf the

applicant will be carrying out the Licensed Functions and includes, for the purposes of this application, a firm applying for authorisation to carry on Financial Services.

Prior to completion of this form Authorised Firms should read the relevant sections of the

GEN module of the DFSA Rulebook applying to Authorised Individuals. Sections 1,2,4,6 and 7 must be completed in all cases.

Section 3 must be completed when making an application to perform one or more new

Licensed Functions.

Please use section 5 if you wish to provide additional information to clarify or support your answers in other sections of the form.

Questions must be answered fully and the use of abbreviations or acronyms should be avoided or defined.

Do not leave any questions blank. If a question is not applicable this should be indicated

in the response section. Failure to answer questions or provide full responses will delay the progress of the application.

Answers must be typed, in electronic format, and the form must be signed by a

Director/Partner of the Authorised Firm. Versions of this form on the DFSA’s website are in PDF format. Editable Microsoft Word versions can be obtained from the DFSA.



SECTION 1 - GENERAL INFORMATION About the applicant 1.1 Authorised Individual number

(AIN)

1.2 Title (Mr, Mrs etc.)

1.3 Family name

1.4 Other names


About the Authorised Firm 1.6 Name of Authorised Firm



this application


1.10 Contact fax number

1.11 Contact e-mail



SECTION 2 - CHANGES TO LICENSED FUNCTIONS 2.1 Please indicate any changes to the applicants Licensed Functions

Add* Withdraw 2.1.1 Senior Executive Officer

2.1.2 Licensed Director

2.1.3 Licensed Partner

2.1.4 Finance Officer

2.1.5 Compliance Officer

2.1.6 Senior Manager

2.1.7 Money Laundering Reporting Officer

2.1.8 Responsible Officer

* For additions please complete section 3.



SECTION 3 - NEW OR ADDITIONAL LICENSED FUNCTIONS 3.1 Current job title

3.2 Proposed job title (if different)

3.3 Proposed commencement date of new Licensed Function(s)

3.4 Please detail below or attach the revised job description of the applicant clearly outlining the

additional responsibilities to be performed as a result of this application. Please indicate how much of the applicant’s time will be allocated to the performance of these additional responsibilities.

3.5 Please describe in detail how the Authorised Firm has determined that the applicant is

competent to carry out the additional Licensed Function(s). Technical competence

(Please include the relevant qualifications and training specific to the proposed Licensed Function on which you have determined the candidate’s competence for the Licensed Functions to be carried out)

Relevant experience

(Please include the relevant experience specific to the proposed Licensed Function on which you have determined the candidate’s competence for the Licensed Functions to be carried out)



SECTION 4 - FIT & PROPER QUESTIONNAIRE 4.1 Please complete the following questionnaire in relation to the applicant

Answers must be provided to every question. Has the applicant: Yes No (i) been convicted or found guilty by any court of competent jurisdiction in


(ii) ever been the subject of disciplinary procedures by a government body

or agency or any self regulatory organisation or other professional body?


Regulations, statements or Principles or codes of practice made under or by a Financial Services Regulator or other supervisory body?


profession requiring a Licence, registration or other authority?





jurisdiction of fraud misfeasance, or other misconduct, whether in connection with the formation or management of a corporation or otherwise?


any court or tribunal of competent jurisdiction resulting in an award against an Individual in excess of $10,000 or awards that total more than $10,000?

(ix) been the subject of an order of disqualification as a Director or

otherwise to act in the management or conduct of the affairs of a corporation by a Court of competent jurisdiction or regulator?









If you have answered Yes to any questions, please provide appropriate details of the matter below



SECTION 5 - ADDITIONAL INFORMATION Please use this section to provide any additional information that may clarify or support your answers in any other sections of the form. Question Details



SECTION 6 - ATTACHMENTS

Relevant Question Attachment Required

Attachment Included

Yes To

Follow N/A

3.4 Revised job description

Other Please list



SECTION 7 - DECLARATIONS Declaration by the applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the


2. I declare that, I am fit and proper to perform the Licensed Functions to which this application

relates and, in the event of a failure on my part to remain fit and proper, I shall notify the DFSA of such fact as reasonably practical.


but not limited to, personal, educational, employment and financial information) should it be deemed necessary to assess my fitness and propriety adequately. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.



Signature of applicant Date

Name of applicant



Declaration by the Authorised Firm

1. I declare that, the applicant’s competence has been assessed in accordance with the requirements of the DFSA Rulebook and I declare that the applicant is competent to perform the Licensed Functions to which this application relates.



3. I declare that to the best of my knowledge and belief, having made due enquiry, the applicant

is fit and proper to perform Licensed Functions to which this application relates.

4. I confirm that I have the authority to make this application, to declare as specified above and sign this form for, or on behalf of, the Authorised Firm.

Signature of Senior Executive Officer or Compliance Officer

Date

Name of Senior Executive Officer or Compliance Officer

Please return the completed form to: Dubai Financial Services Authority Authorisation Department Level 13, The Gate PO Box 75850 Dubai, UAE Firms are advised to retain a copy of the form and all relevant attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) - AUT – IND 3


For DFSA use only

Form AUT – IND 3 Application to withdraw Authorised Individual status or Principal Representative Status Name of individual

Authorised Individual / Principal Representative number



Firms are requested to contact the supervision department of the DFSA (switchboard +971 (0)4 362 1500 or [email protected]) before considering completing an application




This form must be submitted by an Authorised Firm applying to withdraw an Authorised Individual’s authorised status. In some cases the DFSA may require additional information in order to complete the processing of this application. If this is necessary, the DFSA will contact the person identified in section 1 of this form.

If the Authorised Individual will cease to perform one or more Licensed Functions but remain an Authorised Individual, Form AUT-IND 2 (Application to Extend or Vary Authorised Individual Status) should be submitted instead of this form. Representative Offices

If this form is being completed to withdraw a Principle Representative of a Representative Office please tick here.

You will not be required to answer questions 1.1 and 2.1. The declaration in section 3 will need to be signed by a Director at the head office. Contents Section Title


2 Licensed Functions

3 Declarations






Individual status is being withdrawn. Unless otherwise specified, Authorised Firm refers to the firm on whose behalf the

application to withdraw Authorised Individual Status is being submitted. Prior to completion of this form, Authorised Firms should read the relevant sections of

the GEN module of the DFSA Rulebook applying to Authorised Individuals. All sections of the form must be completed.

Questions must be answered fully and the use of abbreviations or acronyms should be

avoided or defined.

Do not leave any questions blank. If a question is not applicable this should be indicated in the response section. Failure to answer questions or provide full responses will delay the progress of the application.

Answers must be typed, in electronic format, and the form must be signed by a

Director/Partner of the Authorised Firm.



SECTION 1 - GENERAL INFORMATION About the applicant 1.1 Authorised Individual number

(AIN)

1.2 Title (Mr, Mrs etc.)

1.3 Family name

1.4 Other names


About the Authorised Firm 1.6 Name of Authorised Firm



this application


1.10 Contact fax number

1.11 Contact e-mail



SECTION 2 - LICENSED FUNCTIONS 2.1 Please indicate all the Licensed Functions within the scope of the Authorised Individual’s

authorised status and indicate the date on which the Authorised Individual ceased to perform each Licensed Function.

Licensed Functions Date Function

Ceased (dd/mm/yyyy)

2.1.1 Senior Executive Officer 2.1.2 Licensed Director 2.1.3 Licensed Partner 2.1.4 Finance Officer 2.1.5 Compliance Officer 2.1.6 Senior Manager 2.1.7 Money Laundering Reporting Officer 2.1.8 Responsible Officer 2.2 Please indicate the reason(s) for withdrawal of the above Licensed Function(s) or,

if applicable, the Principal Representative status. 2.2.1 Change of responsibilities 2.2.2 End of contract 2.2.3 Resignation 2.2.4 Redundancy 2.2.5 Withdrawal of offer of employment* 2.2.6 Dismissal, termination of employment/contract or requested to resign* 2.2.7 Suspension* 2.2.8 Other* *If any reasons are indicated in 2.2.5-2.2.8 please provide an explanation below.



2.2.9 Explanation of reasons for withdrawal in 2.2.5 – 2.2.8

2.3 Are there any circumstances which lead the Authorised Firm to believe the Authorised

Individual or Principle Representative is no longer fit and proper?

Yes No If Yes, please provide your rationale for this conclusion below.



SECTION 3 - DECLARATIONS Declaration by the Authorised Firm 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the


2. I declare my understanding that, in the event of an individual no longer being authorised to

perform any Licensed Function, that individual will cease to be an Authorised Individual or Principal Representative, as the case may be. .


sign this form for, or on behalf of, the Authorised Firm. Signature of Senior Executive Officer or Compliance Officer (or the director at head office for Representative Office)

Date

Name of Senior Executive Officer or Compliance Officer(or the director at head office for Representative Office)

Please return the completed form to: Dubai Financial Services Authority Supervision Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE Firms are advised to retain a copy of the form and all relevant attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – AUT-IND4


For DFSA use only

Form AUT – IND 4 Applying to become the Principal Representative Name of individual

Name of Authorised/applicant firm

DFSA Reference number (If applicable)

Firms are requested to contact the Supervision Department of the DFSA (+9714 362 1500) before considering completing an application.



Notes for completing this form Defined terms are identified throughout this application form by the capitalisation of the initial

letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook.

Unless otherwise specified, applicant refers to the individual for whom Principal Representative

Status is being sought. Unless otherwise specified, Authorised Firm refers to the firm on whose behalf the applicant

will be carrying out the Principal Representative function and includes, for the purposes of this application, a firm applying for licensing as a Representative Office.

All sections of the form must be completed. Questions must be answered fully and the use of

abbreviations or acronyms should be avoided or defined. Do not leave any questions blank. If a question is not applicable this should be indicated in the

response section. Failure to answer questions or provide full responses will delay the progress of the application.

Answers must be typed in electronic format and the form must be signed by a Director/Partner

of the head office as well as the Principal Representative. Versions of this form on the DFSA’s website are in PDF format. Editable Microsoft Word

versions can be obtained from the DFSA. Passport copy must be provided.



General Information PR1. Full name as it appears in the Principal Representative’s passport

PR2. Date and place of birth

PR3. Passport number(s) and the country(ies) and place(s) of issue of the Principal Representative’s passport(s). Please attach copy of Passport.

PR4. Please provide details of any previous individual registrations the Principal Representative has held with the DFSA or any other financial services regulator

PR5. Residential address

PR6. Previous address if less than 3 years at the above address

PR7. Contact details, please provide telephone, fax, e-mail and postal address

PR8. Please provide details of the Principal Representative’s career covering the last ten years.

Note: The full ten year period must be detailed. Any gaps between employment or education of more than one month, must be included and relevant details provided (e.g. career break, unemployment, etc)

Dates Employment/job title (Specify employer)

Study (Specify institute)

Other (Please specify) From

dd/mm/yy To

dd/mm/yy



Principal Representative Fit & Proper Questionnaire Please complete the following questionnaire in relation to the applicant. Answers must be provided to every question.

Has the applicant:

PR9. been convicted or found guilty by any court of competent jurisdiction in respect of any offence, other than a minor road traffic offence?

Yes No

PR10. ever been the subject of disciplinary procedures by a government body or agency or any self Regulatory organisation or other professional body?

Yes No

PR11. contravened any provision of Financial Services legislation or Rules, Regulations, statements or principles or codes of practice made under or by a Financial Services Regulator or other supervisory body?

Yes No

PR12. been refused or restricted the right to carry on a trade, business or profession requiring a licence, registration or other authority? Yes No

PR13. been dismissed or requested to resign from any office of employment? Yes No

PR14. been concerned with the management of a Body Corporate which has been or is currently the subject of an investigation into a allegation of misconduct or malpractice?

Yes No

PR15. received an adverse finding in a civil action by any court of competent jurisdiction of fraud, misfeasance, or other misconduct, whether in connection with the formation or management of a corporation or otherwise?

Yes No

PR16. received an adverse finding in an agreed settlement in a civil action by any court or tribunal of competent jurisdiction resulting in an award against an individual in excess of $10,000 or awards that total more than $10,000?

Yes No

PR17. been the subject of an order of disqualification as a Director or otherwise to act in the management or conduct of the affairs of a corporation by a court of competent jurisdiction or Regulator?

Yes No

PR18. been a Director, or Partner or concerned in the management of a company or Partnership which has gone into insolvent liquidation whilst the individual was connected with that company, Partnership or within one year of such a connection?

Yes No

PR19. been the subject of complaint in connection with a Financial Service or Ancillary Service which relates to his integrity, competence or financial soundness?

Yes No

PR20. been censured, disciplined, publicly criticised by or the subject of a court order at the instigation of a Financial Services Regulator or any officially appointed inquiry?

Yes No

If you have answered Yes to any questions, please provide appropriate details of the matter on an additional sheet



Declaration by the Principal Representative 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the


2. I declare that, I am fit and proper to perform the function of Principal Representative to

which this application relates and, in the event of a failure on my part to remain fit and proper, I shall notify the DFSA of such fact as reasonably practical.


(including but not limited to, personal, educational, employment and financial information) should it be deemed necessary to assess my fitness and propriety adequately. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.



Signature of Principal Representative Date

Name of Principal Representative



Declaration by Applicant Firm 1. I declare that, the applicant’s competence has been assessed in accordance with the

requirements of the DFSA Rulebook and I declare that the applicant is competent to perform the role of Principal Representative.



3. I declare that to the best of my knowledge and belief, having made due enquiry, the

applicant is fit and proper to perform the role of Principal Representative. 4. I confirm that I have the authority to make this application, to declare as specified above

and sign this form for, or on behalf of, the applicant.

Signature of Director/Partner Date

Name of Director/Partner

Please return the completed form to: Dubai Financial Services Authority Level 13, The Gate Building, Dubai International Financial Centre PO Box 75850, Dubai, UAE Firms are advised to retain a copy of this form, any supplement and all attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – AUT-CRA

Page 1 of 7 AUT – CRA/VER1/07-12

For DFSA use only

Form AUT - CRA Applying for Authorisation as a Credit Rating Agency This form must be submitted by all new applicants applying for a Licence to conduct only the Financial Service of Operating a Credit Rating Agency, as defined in the GEN Module of the DFSA Rulebook. Should an applicant be applying for a Licence to conduct any other Financial Service in addition to Operating a Credit Rating Agency, it must complete the AUT CORE form and any relevant supplement. The Notes for Applicants contain information that may assist you in completing this form. Each note is linked to a specific question in this form via a referenced number.



Credit Rating Agency Application General Information

CR1. Full name of the applicant

CR2. Trading name of the applicant

CR3. Legal nature of the applicant

CR4. Are you a DIFC entity or non-DIFC entity?

CR5. For a non-DIFC entity, date and place of incorporation

CR6. For a non-DIFC entity, contact details of the regulator (including the name of the relationship supervisor, if any) responsible for the authorisation and ongoing supervision of the head office. Please also include the date that the applicant was authorised.

CR7. Contact details of the applicant (please provide office address, telephone, fax, e-mail and website address)

CR8. Financial year-end (DD/MM)

CR9. Name and contact details of your auditor. Is your auditor DFSA Registered?

Yes No

CR10. Name of contact person for application (please provide telephone, fax, e-mail and postal address)

CR11. Name and contact details of professional adviser(s) assisting with the application, if any

CR12. Would you like us to copy in your adviser on any correspondence?

Yes No



CR13. Please list any applications being made for a waiver / modification of DFSA Rules.

Controllers

CR14. Please identify the applicant’s Controllers. Provide the full name of each Controller that is an individual and list the board members of all corporate Controllers.

Corporate Governance CR15. Please describe the applicant’s corporate governance structure and include the following

information:

board composition – provide names of board members and specify whether they carry out an executive or non-executive role;

main committees – describe the scope, remit, composition, responsibilities and reporting lines of each committee;

senior management – provide brief biographies of the senior management team. Indicate the allocation of individual and where applicable, shared significant responsibilities among the senior management team; as well as the titles and role descriptions of the relevant senior managers to whom significant responsibilities are allocated;

management information – describe the management information flows within the firm and how the governing body and other relevant corporate governance structures receive the information needed to oversee the business; and

risk management and internal audit arrangements – provide a brief overview of the firm’s risk management and internal audit functions.

Nature of applicant’s business and intended activities in the DIFC

CR16. Please provide the following:

a brief overview of the nature of the Credit Rating Activities to be undertaken in the DIFC;

a brief overview of any ancillary services to be undertaken in the DIFC; and

the number of staff that will be located in the DIFC and a description of their roles.



Compliance

CR17. Describe the applicant’s compliance framework and include the following information:

resourcing of the compliance function;

structural oversight and reporting arrangements that will ensure the applicant continually meets its compliance obligations under applicable legislation in the DIFC;

summary of the policies, procedures, systems and controls that the applicant will be subject to; and

training arrangements for the applicant’s staff.

CR18. Describe the arrangements in place to ensure that the applicant’s Credit Ratings will be well founded and based on a fair and thorough analysis of all relevant information which is reasonable known to, or obtainable by, the applicant.

CR19. Describe how the applicant will ensure that its decisions relating to Credit Ratings are independent and free from political or economic pressures and not affected by conflicts of interest arising due to its ownership structure or business or other activities or conflicts of interest of its Employees.

CR20. Describe the arrangements in place to ensure that the applicant will conduct its Credit Rating Activities in a transparent and responsible manner.

CR21. Describe the arrangements in place to ensure that the applicant adequately protects confidential information.

Documentation


CR22. Organogram of group structure identifying all Controllers and Close Links

CR23. Organogram of applicant which identifies senior management / head functions, separation of functions and staff reporting lines.

CR24. Most recent audited accounts

CR25. AUT-IND1 form nominating a Senior Executive Officer

CR26. AUT-IND1 form nominating a Compliance Officer

CR27. SUP2 form (if applying for a rule waiver or modification)



Fees Applications will not be processed until the relevant fee is paid in full to the DFSA. Details of the application fees are contained in the Fees module of the DFSA Rulebook. Please make the payment by bank transfer in US Dollars to the account listed below. Cheques or bank drafts will not be accepted. Account name Dubai Financial Services Authority Account number 020-683751-100 IBAN number AE080200000020683751100 Bank details HSBC Bank Middle East



Applicant Firm Fit & Proper Questionnaire Please note: if the answer to any of the following questions is yes, please provide full details, attaching separate sheets/documentation as necessary.

CR28. Have you or any member of your Group been made aware (whether formally or informally) that you are the subject of a current or pending investigation, review or disciplinary procedures by any regulatory authority, professional body, Financial Services Regulator, self-regulatory organisation, Authorised Market Institution or regulated exchange or clearing house, government body or agency or any other officially appointed inquiry.

Yes No

Have you or any member of your Group in the last 10 years: CR29. Been convicted or found guilty by any court of a competent

jurisdiction of any offence? Yes No

CR30. Been the subject of disciplinary procedures by a government body or agency or any self-regulatory organisation or other professional body?

Yes No

CR31. Contravened any provision of financial services legislation or of rules, regulations, statements of principle or codes of practice made under it or made by a self-regulatory organisation, Financial Services Regulator, Authorised Market Institution or regulated exchange or clearing house?

Yes No

CR32. Been refused or had a restriction placed on the right to carry on a trade, business or profession requiring a licence, registration or other permission?

Yes No

CR33. Received an adverse finding or an agreed settlement in a civil action by any court or tribunal of competent jurisdiction resulting in an award against or payment in excess of $10,000 or awards that total more than $10,000?

Yes No



CR34. Been censured, disciplined, publicly criticised or the subject of any investigation or enquiry by any regulatory authority, Financial Services Regulator or officially appointed inquiry?

Yes No













Signature of Proposed Senior Executive Officer

Date

Name of Proposed Senior Executive Officer

Position/title

Signature of Director of the applicant at head office

Date

Name of Director of the applicant at head office

Position/title

Please return the completed form to: Dubai Financial Services Authority Level 13, The Gate Dubai International Financial Centre PO Box 75850, Dubai, UAE Firms are advised to retain a copy of this form, any supplement and all attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – ASP1

1 of 12 ASP1/VER9/12-11

Form ASP1 Ancillary Service Provider Application for registration

Name of applicant


(+9714 362 1500) before considering completing an application.

(For DFSA use only)


2 of 12 ASP1/VER9/12-11

Purpose of this form This form must be submitted by a Person applying for registration to carry on one or more Ancillary Services in or from the DIFC. An application must be submitted in relation to one or more of the Ancillary Services contained in section 2 question 2.1. In some cases, the DFSA may require additional information in order to complete the processing of this application. If this is necessary, the DFSA will contact the nominated contact identified in section 1. Contents

This form consists of seven sections:

1. Applicant details

2. Ancillary Services

3. Anti Money Laundering

4. Fit & proper questionnaire for AMLO

5. Payment of Fees

6. Disclosure to DIFCA

7. Declaration

8. Attachments

Notes for completing this form

Defined terms are identified throughout this form by the capitalisation of the initial letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook.

All sections must be completed. Questions must be fully answered and the use of abbreviations should be avoided. Do not leave any questions blank – if a question is not applicable this should be indicated in the

response section. Answers must be typed and the form must be signed by a Director/Partner and the Anti Money

Laundering Officer (if different). Please ensure any supporting documentation is clearly labelled and securely attached.


3 of 12 ASP1/VER9/12-11

1. APPLICANT DETAILS

1.1 Full or proposed name of

applicant to be registered

1.2 Applicant’s registered office in

DIFC (Please indicate if current or

proposed)

1.3 Applicant’s head office if

different from 1.2

1.4 Main telephone number of address in 1.3 (incl. country and area codes)

1.5 Main fax number of address in 1.3 (incl. country and area codes)

1.6 Website address (if applicable)


this application

Position/title

Correspondence address (if different from 1.2 above)

Telephone number:

Fax number

E-mail address

1.8 Please provide details of any adviser engaged by the applicant to assist with the preparation

and ongoing support of this application.

Name of the adviser engaged by the applicant

Relevant contact person within the adviser

Contact address


4 of 12 ASP1/VER9/12-11

Telephone/Fax number:

E-mail address

1.9 Legal nature of applicant

(e.g. Company, LLP, Partnership, etc)

1.10 Date and place of incorporation

/formation of the applicant

Note: Please attach a copy of the applicant’s certificate of incorporation/company registration (if applicable). If in the process of being formed, please state “in formation”

1.11 Please advise the applicant’s

expected end of financial year date

1.12 Is the applicant currently, or has the applicant ever been, the subject of any government or regulatory

investigation, received a fine or been involved or currently involved in disciplinary proceedings?

Yes No If “YES”, please provide details below.


5 of 12 ASP1/VER9/12-11

2. ANCILLARY SERVICES 2.1 Ancillary Services (as defined in ASP)

2.1.1 Providing Legal Services

2.1.2 Providing Accountancy Services 2.2 If applying for the activity 2.1.1 Providing Legal Services,

Have you been granted a Ruler’s Court or UAE Ministry of Justice Licence? Yes No If “YES”, please attach a copy along with an English translation. If “NO”, please note that applicants for legal services must be appropriately licensed by either the Dubai Ruler’s Court or the UAE Ministry of Justice, as applicable, before submitting this application.

2.3 Please provide a description of the customers to whom the Ancillary Services are to be provided.

ASP status will only be granted to providers of accountancy or legal services to DFSA regulated entities. Prior to registration as an ASP an accounting or legal firm may market services to regulated firms, but may not commence the provision of such services. ASPs shall not accept a mandate from a regulated entity to provide professional services within the DIFC (nor accept appointment to a tender panel for the provision of such services) until registered as an ASP.

3. ANTI MONEY LAUNDERING 3.1.1 Please attach the applicant's anti Money Laundering policies, procedures, systems and

controls (which must be specific to its DIFC activities and comply with the ASP AML Rules of the DFSA including an overview of the applicant’s anti Money Laundering function including staffing levels, responsibilities and reporting lines). The applicant’s procedures should include, amongst other things, arrangements to:

a) Ensure compliance with the UAE Law No.4 and any other relevant UAE federal laws; b) Monitor for, detect and report suspicious customers and Transactions;

Note: Applicants should ensure the procedures comply with the requirement for Suspicious Transaction Reports (STRs) to be made in the required format to the Anti Money Laundering Suspicious Cases Unit (AMLSCU), and a copy provided to the DFSA. Details of the required format of the report and details for submission can be found on the DFSA website;

c) Establish and verify the identity of the customer and any other person on whose behalf the customer is acting, including that of the beneficial owner; unless exception applies (6.5)


6 of 12 ASP1/VER9/12-11

d) Provide an audit trail of AMLO; e) Determine the duties and obligations of its MLRO; f) Review the effectiveness of its anti Money Laundering policies, procedures, systems

and controls at least annually; g) Respond to any request for information made by competent U.A.E. authorities or the

DFSA; h) Maintain AML relevant documents and records; i) Ensure that it obtains and makes use of findings in relation to names of persons,

groups, organisations or entities, or any other body where suspicion of Money laundering or terrorist financing exists; Be mindful of Government; regulatory and international findings

j) Assess its risks in relation to Money laundering and to perform enhanced due diligence investigations for higher risk products, services and customers;

k) Determine whether a customer is a Politically Exposed Person (PEP); l) Establish and maintain an anti Money Laundering training programme and awareness

arrangements; and m) Ensure compliance with any other obligation in the DFSA's ASP module.

3.1.2 Does the ASP apply similar or equivalent Anti Money Laundering (AML) policies, procedures, systems

and controls mentioned in 3.1 for all its clients and activities outside the DIFC?

Yes No

If “No” which anti Money Laundering (AML) policies, procedures, systems and controls are NOT applied and in which jurisdiction?

3.2 Anti Money Laundering Officer (AMLO) 3.2.1 Family name/other names

3.2.2 Date of birth (DD/MM/YYYY)

3.2.3 Place of birth

3.2.4 Passport(s) number(s)

3.2.5 Please state the country(ies) and place(s) of issue of the applicant’s passport(s)

Please attach a copy of all passports held by the applicant, including copies of any current visas.


7 of 12 ASP1/VER9/12-11

3.2.6 Job title/level within the firm

Please attach a detailed job description clearly outlining the AMLO’s role and responsibilities within the firm and attach details of the AMLO’s employment record for the previous 10 years highlighting any experience relevant to the role of AMLO.

3.2.7 Please confirm the AMLO will ordinarily reside in the UAE Yes No

3.2.8 Residential address

3.2.9 Dates resident at above ad dress (from/to)

3.2.10 Previous address if less than 3 years at above address

3.2.11 Contact details Telephone

Fax

E-mail

3.2.12 What steps will be taken by the applicant to ensure that the AMLO will be fully aware of his

duties and be able to carry out his function effectively? Please provide details.

3.2.13 Do another jurisdiction's laws or Regulations prevent or inhibit the applicant from complying

with the U.A.E. Law No.4 or the DFSA Rules?

Yes No

If Yes, please give full details

Note: Should such an event arise in the future ASPs are obliged to notify DFSA in writing promptly


8 of 12 ASP1/VER9/12-11

4. FIT & PROPER QUESTIONNAIRE FOR AMLO

4.1 Please complete the following questionnaire in relation to the applicant AMLO Answers must be provided to every question.

Has the applicant AMLO: Yes No (i) been convicted or found guilty by any court of competent jurisdiction in
















to act in the management or conduct of the affairs of a corporation by a Court of competent jurisdiction or Regulator?




9 of 12 ASP1/VER9/12-11







10 of 12 ASP1/VER9/12-11

5. PAYMENT OF FEES All applications must be accompanied by payment of the relevant application fee. Details of the application fees are contained in the GEN module of the DFSA Rulebook until 30 November 2007, and in the FER module from 1 December 2007 when revised fees will come into effect. To review the revised fees in advance of 1 December 2007, please refer to Appendix 1 of the Fees Rules Instrument (No. 52) 2007 (“RM52/2007”), which can be found under the “Rulebook Modules’ section of the DFSA’s website, www.dfsa.ae. Please make the payment by Bank transfer free of charges to the account listed below. Cheques or Bank drafts cannot be accepted. Applications will not be processed until the full relevant fee is received by the DFSA.

Account name Dubai Financial Services Authority

Account number 020 – 683751 - 100

IBAN AE080200000020683751100


Swift code BBMEAEAD

Reference to be quoted Application fee – [applicant name]

6. Disclosure of information to the Dubai International Financial Centre

Authority (DIFCA) The provision of certain information by the DFSA to the DIFCA under the following consent will assist the DIFCA in exercising its functions and powers. It is not mandatory to provide consent and should you not wish to provide consent, we ask that you consider keeping the DIFCA informed of the progress of your application.

I consent / I do not consent to disclosure of the following information by the DFSA to DIFCA:

1. The fact of the filing of this application, together with the name of the applicant; 2. The fact (if applicable) that this application is still being reviewed by the DFSA; and 3. The outcome of this application. An outcome may include a decision by the DFSA to approve this

application, in principle or otherwise, or to reject the application or the withdrawal of the application.


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7. DECLARATION 7.1 Declaration by the firm 7.1.1 I declare that, to the best of my knowledge and belief, having made due enquiry, the information

given in this form is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.

7.1.2 I declare my understanding that the DFSA may request more detailed information (including but not

limited to, personal, educational, employment and financial information) should it be deemed necessary to adequately assess the fitness and propriety of the firm or any person connected to the firm. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.

7.1.3 I declare that the firm and its Employees are fit and proper to perform the firm’s Ancillary Services. 7.1.4 I declare my understanding that carrying on a Financial Service in or from the DIFC without an

appropriate Licence is prohibited under Article 41 of the Regulatory Law 2004 and that registration as an Ancillary Service Provider does not authorise the firm to carry on any Financial Services in or from the DIFC.

7.1.5 I confirm that I have the authority to make this application, to declare as specified above and sign this

form for, or on behalf of, the applicant. I also confirm that I have the authority to give the consent specified above.

7.1.6 For the purposes of complying with DIFC Data Protection Law 2007, I understand that any


Name of a Director/Partner

/ /

Signature of a Director/Partner

Date

Name of the AMLO if different from above

/ /

Signature of the AMLO Date


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8. ATTACHMENTS

Section Document Attached?

1.10 Certificate of Incorporation/Company Registration

2.2 Approval from Ruler’s Court of Dubai or UAE Ministry of Justice (as applicable) – copy of Licence

3.1 Anti Money Laundering procedures

3.2.5 Copy(ies) of passport(s)

3.2.6 AMLO job description

3.2.6 AMLO employment details for the last 10 years

4 Fit & Proper questionnaire – AMLO

Other Please list

Please return completed form to: DUBAI FINANCIAL SERVICES AUTHORITY AUTHORISATION DEPARTMENT LEVEL 13, THE GATE BUILDING DUBAI INTERNATIONAL FINANCIAL CENTRE PO BOX 75850 DUBAI, UAE


1 of 11 ASP2/VER5/12-09

Form ASP2 Ancillary Service Provider Changes to registration details

Name of Ancillary Service Provider

DFSA registration number

Anti Money Laundering Officer

(For DFSA use only)


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Purpose of this form This form must be used by an Ancillary Service Provider to make changes to the registration details held with the DFSA. This form must be used when applying to withdraw one or more Ancillary Services. It must also be used to make changes to the details held in relation to the ASP’s AMLO. The DFSA may require additional information in order to finalise the processing of this application. Contents


1. Summary of changes

2. Changes to firm details

3. Changes to AMLO


5. Changes to Ancillary Services


7. Declaration

8. Attachments

Notes for completing this form Defined terms are identified throughout this form by the capitalisation of the initial letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook. Sections 1 and 6 must be completed by all firms. Sections 2 and 3 must be completed if relevant. Section 4 must be completed in respect of any new AMLO. Section 5 must be completed if making changes to your Ancillary Services. Questions must be fully answered and the use of abbreviations should be avoided. Do not leave any questions blank – if a question is not applicable this should be indicated in the

response section. Answers must be typed and the form must be signed by a Director/Partner of the firm and the AMLO (if

different). Please ensure any supporting documentation is clearly labelled and securely attached.


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1. SUMMARY OF CHANGES

1.1 Please indicate any changes you wish to make to your firm details.

1.1.1 Change of firm name (please complete section 2.1)

1.1.2 Dubai postal address (please complete section 2.2)

1.1.3 Head office (please complete section 2.2)

1.1.4 Registered office (please complete section 2.2)

1.1.5 Legal status (please complete section 2.3)

1.1.6 Change of Financial Year End (please complete section 2.4)

1.1.7 Anti Money Laundering Officer (please complete section 3.1 and 4)

1.1.8 Ancillary Services (please complete section 5)

2. CHANGES TO FIRM DETAILS 2.1 Change of name

2.2 Change of postal

address/head office/ registered office

2.3 Change of legal status*

(e.g. limited to unlimited, plc, etc)

2.4 Change of financial year end

[* Note – where a firm’s ASP activities are being transferred to a separate or new legal entity, a new application for

registration will be required by the new entity, using Form ASP1]


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3. CHANGE OF AMLO 3.1 Anti Money Laundering Officer 3.1.1 Family name/other names





Please attach a copy of all passports held by the applicant, including copies of any current visas.



3.1.7 Please confirm the AMLO will ordinarily reside in the UAE Yes No


3.1.9

Dates resident at above address (from/to)



Fax

E-mail

3.1.12 What steps will be taken by the applicant to ensure that the AMLO will be fully aware of his

duties and be able to carry out his function effectively? Please provide details.


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3.1.13 Do another jurisdiction's laws or Regulations prevent or inhibit the applicant from complying with the U.A.E. Law No.4 or the DFSA Rules?

Yes No


Note: Should such an event arise in the future ASPs are obliged to notify DFSA in writing promptly


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4. FIT & PROPER QUESTIONNAIRE FOR AMLO

4.1 Please complete the following questionnaire in relation to the applicant AMLO. Answers must be provided to every question.

Has the applicant AMLO: Yes No (i) been convicted or found guilty by any Court of competent jurisdiction in











(vii) received an adverse finding in a civil action by any Court of competent



any Court or tribunal of competent jurisdiction resulting in an award against an individual in excess of $10,000 or awards that total more than $10,000?







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(xii) been censured, disciplined, publicly criticised by or the subject of a Court




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5. CHANGES TO ANCILLARY SERVICES 5.1 Please indicate any changes or withdrawal you wish to make to your Ancillary Services Remove

5.1.1 Providing Legal Services

5.1.2 Providing Accountancy Services 5.2 Please advise the reason you wish to make changes or withdraw registration


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6. Disclosure of information to the Dubai International Financial Centre Authority (DIFCA)

The provision of certain information by the DFSA to the DIFCA under the following consent will assist the DIFCA in exercising its functions and powers. It is not mandatory to provide consent and should you not wish to provide consent, we ask that you consider keeping the DIFCA informed of the progress of your application. I consent / I do not consent to disclosure of the following information by the DFSA to DIFCA: 1. The fact of the filing of this application, together with the name of the applicant; 2. The fact (if applicable) that this application is still being reviewed by the DFSA; and 3. The outcome of this application. An outcome may include a decision by the DFSA to approve this


7. DECLARATION 7.1 Declaration of the firm 7.1.1 I declare that, to the best of my knowledge and belief, having made due enquiry, the information




7.1.3 I declare that the firm and its Employees are fit and proper to perform the firm’s Ancillary Services. 7.1.4 I declare my understanding that carrying on a Financial Service in or from the DIFC without an

appropriate Licence is prohibited under Article 41 of the Regulatory Law 2004 and that registration as an Ancillary Service Provider does not authorise the firm to carry on any Financial Services in or from the DIFC.

7.1.5 I confirm that I have the authority to make this application, to declare as specified above and sign

this form for, or on behalf of, the applicant. I also confirm that I have the authority to give the consent specified above.

7.1.6 For the purposes of complying with DIFC Data Protection Law 2007, I understand that any Personal

Data provided to the DFSA will be used to discharge its regulatory functions under the Regulatory Law 2004 and other relevant legislation and may be disclosed to third parties for those purposes.


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/ /


Date


/ /

Signature of the AMLO Date


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7. ATTACHMENTS


3.1.5 Copy(ies) of passport(s)

3.1.6 AMLO employment details for the last 10 years

3.1.6 AMLO job description

4 Fit & proper questionnaire – AMLO

Other Please list

Please return completed form to: DUBAI FINANCIAL SERVICES AUTHORITY SUPERVISION DEPARTMENT LEVEL 13, THE GATE BUILDING DUBAI INTERNATIONAL FINANCIAL CENTRE PO BOX 75850 DUBAI, UAE

APPLICATION FORMS AND NOTICES (AFN) – SUP1

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Form SUP1 Reporting return coversheet

1. TO BE COMPLETED BY AUTHORISED FIRM

1.1 Authorised Firm’s name

1.2 DFSA License number

1.3 Date

2. TO BE COMPLETED BY DFSA

2.1 Date and time of receipt

2.2 Receipt reference

2.3 Name of person receiving report

Reference number (For DFSA use only)


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Form SUP2 Application for a waiver


DFSA Reference number

Waiver reference number (For DFSA use only)


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Purpose of this form An Authorised Firm wishing to apply for a waiver of a Rule must submit this form.

Contents

This form consists of six sections:

1. Authorised Firm details 2. Details of waiver sought 3. Research and reasons 4. Publication 5. Additional information 6. Declaration and signature



Sections 1, 2, 3, 4 and 6 must be completed. Please use section 5 if you wish to provide additional information that may clarify or support your

answers in sections 1-4. Questions must be fully answered and the use of abbreviations should be avoided. Answers must be typed and the form must be signed by either the Authorised Firm’s Senior Executive

Officer or Compliance Officer. Please ensure any supporting documentation is clearly labelled and securely attached. When completed, submit this application form in line with GEN section 11.2. You may send applications

by post or hand delivered and addressed to your usual supervisory contact. The address for postal submission is:

DUBAI FINANCIAL SERVICES AUTHORITY AUTHORISATION DEPARTMENT LEVEL 13, THE GATE PO BOX 75850 DUBAI, UAE

You can inspect published waivers on the DFSA website: www.dfsa.ae


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1. AUTHORISED FIRM DETAILS

1.1 Name of Authorised Firm

1.2 DFSA License number

1.3

Contact person within Authorised Firm

1.4

Position/title

1.5 Contact details Telephone

(incl. area code)

Fax

E-mail


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2. DETAILS OF WAIVER SOUGHT 2.1 Are you applying for a variation of an existing waiver? If so, give the waiver number. 2.2 Rulebook reference number of the Rule(s) to which this application relates.

2.3 What is the desired outcome of the proposed Rule waiver?

2.4 Are you applying for the Rule to be waived completely, or for a modification of the Rule? If a modification, provide a draft of the modification sought.


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2.5 Detail any special requirements.


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3. RESEARCH AND REASONS 3.1 Confirm that you have checked the waivers published by the DFSA for any precedent. If your

application is based on precedent, give the previous reference number. 3.2 Give a full and clear explanation of why you want the waiver.


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4. PUBLICATION 4.1 Are you content for the waiver to be published? If NO, state your reasons.


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5. ADDITIONAL INFORMATION Please use this section to provide any information that may clarify or support your answers in sections 1 – 4. Question Details


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6. DECLARATION Declaration by Authorised Firm 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the information given in

this form is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.

2. I confirm that I have the authority to make this application, to declare as specified above and sign this form

for the Authorised Firm. Print Name of Senior Executive Officer or Compliance Officer* / / Signature of Senior Executive Officer or Compliance Officer* Date *Delete as appropriate


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Form SUP 3 Application for approval for a Cell of a Protected Cell Company – insurance


DFSA Reference number

Cell reference number (For DFSA use only)

APPLICATION FORMS AND NOTICES (AFN) - SUP3

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Purpose of this form An Authorised Firm wishing to apply for an additional Cell must submit this form.

Contents

This form consists of nine sections:

1. Authorised Firm details 2. Ownership details 3. Insurance business 4. General 5. Additional information 6. Money Laundering declaration 7. Declaration and signature 8. Attachments


Defined terms are identified throughout this form by the capitalisation of the initial letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA Rulebook.

Sections 1, 2, 3, 4, 6 and 7 must be completed. Please use section 5 if you wish to provide additional information that may clarify or support

your answers in sections 1-4. Questions must be fully answered and the use of abbreviations should be avoided. Answers must be typed and the form must be signed by the Authorised Firm’s Senior Executive

Officer. Please ensure any supporting documentation is clearly labelled and securely attached. When completed, submit this application form in line with GEN section 11.9. You may send

applications by post or hand delivered and addressed to your usual supervisory contact. The address for postal submission is:



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1. AUTHORISED FIRM DETAILS

1.1

Contact person within Authorised Firm

1.2

Position/title


(incl. area code)

Fax

E-mail

1.4

Proposed name of the Cell

1.5 Type of Cell

1.6 If applying for a Captive Cell, what Class of Captive?


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2. CELL USERS AND CELL SHAREHOLDERS 2.1 List all names (including any previous names) and addresses of all proposed Cell

shareholders, together with the number and class of shares to be held directly or on their behalf.

2.2 In those cases where Cell shares are proposed to be owned by a Body or Bodies Corporate,

please list the Controllers of that body or bodies, with addresses. A Controller means a Person who, either alone or with any Associate: (a) holds 20% or more of the body’s shares; (b) is entitled to exercise, or control the exercise, of 20% or more of the voting rights at a general meeting of the body; or (c) meets one or both of conditions (a) and (b) in a Holding Company.

If a Cell shareholder is part of a Group, please attach a full Group organisation chart.

2.3 What is the proposed paid up capital for the Cell and how is it to be subscribed?

Guidance: The minimum Cellular capital requirement in respect of a Cell must always be equal to or higher than $50,000. Refer to PIN Appendix 5 and 6 before completing this question.


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2.4 Please attach the latest audited financial statements of each proposed Cell shareholder that

is a Body Corporate.

Where a shareholder is part of a Group, please also attach the consolidated financial statements of the Group.


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3. INSURANCE BUSINESS 3.1 On which date does the Cell wish to commence carrying on Insurance Business? 3.2 State the type of business (e.g. life or non-life), nature of business (e.g. direct or reinsurance)

including each specific type of insurance products sold. 3.3 Provide details of sources of the Insurance Business including the percentage from each

source, split by country. 3.4 Please state whether any Licences are required to accept the relevant business from these

countries and, if so, whether you have obtained them. 3.5 State the nature of the risks to be covered.


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Please attach a business plan that includes, as a minimum, with scope of business to be underwritten.

3.6 Will an Insurance Manager underwrite the business? If not, who will? 3.7 Will an Insurance Manager handle the claims? If not, who will? 3.8 Will an Insurance Manager handle the Investment portfolio? If not, who will?


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3.9 Please state the maximum gross premium income, which the Cell proposes to earn in respect of general business during the first financial year, less any rebates, refunds, reinsurance commission and reinsurance.

3.10 Provide a description of the reinsurance, or retrocession, strategy, including:

(a) a breakdown between quota and non-quota business; (b) details of the Cell’s maximum retention per risk or event after all reinsurance ceded, by

Principal category of business undertaken; (c) details of the Principal reinsurers including name, address, country of incorporation and

of any relationship with the Cell shareholders; and (d) specific details of any financial or other non-traditional reinsurance.

Please attach copies of the Principal reinsurance treaties.

3.11 Describe the proposed Investment strategy, including details of the diversification, currency

and types of Investments and the estimated proportion which will be represented by each type of Investments.


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4. GENERAL 4.1 Have any proposed Cell users been associated with an application for a Cell or Captive

Insurer in another jurisdiction? If so please give details.


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5. ADDITIONAL INFORMATION Please use this section to provide any information that may clarify or support your answers in sections 1-4. Question Details


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6. ANTI MONEY LAUNDERING DECLARATION

1. Further, I confirm that we have verified the identity and bona fide nature of the Cell user and of

the Insurance Business of the Cell pursuant to AML Rule 3.4.2. 2. I confirm that I have the authority to make this declaration and to sign this form for the Authorised

Firm. Print name of Senior Executive Officer Signature of Senior Executive Officer Date


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7. DECLARATION Declaration by Authorised Firm 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the


2. I confirm that I have the authority to make this application, to declare as specified above and to

sign this form for the Authorised Firm. Print name of Senior Executive Officer Signature of Senior Executive Officer Date


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8. ATTACHMENTS


2.2 Group organisation chart and chain of connection regarding Cell shares

2.4 Audited financial statements of each proposed Cell shareholder that is a Body Corporate. and

When the proposed Cell shareholder is part of a Group, attach audited financial statements of the Group.

3.5 Business plan

3.10 Principal reinsurance treaties

Other Please list


Page 1 of 15 SUP4/VER8/12-11

For DFSA use only

Form SUP4 Applying to vary a Licence If you are applying to add only the Financial Service of Managing a Collective Investment Fund in relation to an Exempt Fund, please complete the relevant sections of the Exempt Fund Form only. You will not be required to complete this form.



Purpose of this form This form and any applicable supplements should be submitted if you are wishing to vary your Licence by: adding Financial Services and/or financial products to your Licence; removing Financial Services and/or financial products from your Licence; varying or withdrawing conditions or restrictions imposed on your Licence. Financial Services are defined in the GEN module of the DFSA Rulebook. The DFSA may require additional information or clarification to complete the processing of an application. We will correspond with the applicant’s contact person as listed below. If you wish to withdraw your Licence completely (as opposed to varying your Licence), please submit the ‘Applying to withdraw a Licence’ form (not this form) to your relationship manager in the Supervision Division. Representative Offices

If you are applying to alter your existing Licence to become a Representative Office and have read the REP module of the rulebook, please tick here and complete/review sections 2.3, 2.4, 2.5, 4, 5, 6 and 7 only

If you are currently Licensed as a Representative Office and want to increase the Financial Services activities you are licensed to undertake, please tick here.

Please also note that the DFSA will generally not expect to receive any application for a variation to a Licence where there are any outstanding material regulatory issues. Full name of Authorised Firm and DFSA reference number.

Name of contact person for application. Please provide telephone, fax, e-mail and postal address.

Name and contact details of professional adviser(s) assisting with the application, if any.

Would you like us to copy in your adviser on any correspondence?

Yes No



Content

Section Title To be completed by

1 Addition of Financial Services and/or financial products to a Licence

Authorised Firms wishing to add Financial Services and/or financial products to their Licence

2 Removal of Financial Services and/or financial products from a Licence

Authorised Firms wishing to remove Financial Services and/or financial products from their Licence

3 Variation or withdrawal of conditions or restrictions imposed on a Licence

Authorised Firms wishing to vary or withdraw conditions or restrictions imposed on their Licence

4 Payment of fees All applicants, as relevant

5 Checklist of attachments All applicants, as relevant

6 Disclosure of information to the Dubai International Financial Centre Authority (DIFCA)

All applicants

7 Declaration by the applicant All applicants

Notes for completing this form The term “you” refers to the legal entity for which a variation of Licence is being sought. In all

instances where a form/supplement requests details to be supplied, responses should be provided in relation to the entity wishing to vary its licence within the DIFC.

Defined terms are identified throughout this application form and applicable supplements by the

capitalisation of the initial letter of each word. These terms are defined in the Glossary module (GLO) of the DFSA’s Rulebook.

All financial information must be given in US Dollars, with a statement of the original currency

used (if relevant) and the exchange rate applied for conversion. Questions must be answered fully and the use of abbreviations or acronyms should be

avoided. Any abbreviations or acronyms used should be clearly defined. Do not leave any questions blank. If a question is not applicable this should be indicated in the

response section. Failure to answer questions or provide full responses may delay the progress of the application.

Answers must be typed in electronic format and the form must be signed by the Senior

Executive Officer. The version of this form is available on the DFSA’s website is in Microsoft Word.

Before completing this form, we urge you to read the GEN module of the DFSA Rulebook to

ensure you provide appropriate information. You are urged to familiarise yourself with other relevant Rules prior to completing this form.



Section 1: Addition of Financial Services and/or financial products to vary a Licence

1.1 Please indicate in the matrix below, the additional Financial Services and/or financial

products you wish to add to your Licence.

Proposed additional Financial Services and financial products C

redi

t

Sha

res

Deb

entu

res

War

rant

s

Cer

tific

ates

Opt

ions

Uni

ts

Fut

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Str

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Pro

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s

Rig

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unde

r a

LTI

Con

trac

t*

Isla

mic

F

inan

cial

B

usin

ess

1. Accepting Deposits 2. Providing Credit 3. Dealing in Investments as Principal 4 Dealing in Investments as Agent 5. Arranging Credit or Deals in Investments 6 Managing Assets 7. Advising on Financial Products or Credit 8. Managing a Collective Investment Fund 9. Providing Custody 10. Arranging Custody 11. Insurance Intermediation 12. Insurance Management 13. Managing a PSIA** 14. Operating an Alternative Trading System 15. Providing Trust Services 16. Providing Fund Administration 17. Acting as the Trustee of a Fund *LTI Long Term Insurance Contract **PSIA Profit Sharing Investment Account

Activity Class




Note: Classes of insurance are set out in APP 4 of the GEN module of the DFSA Rulebook.



1.2 Please describe the basis of, and rationale for, the proposed variation. Please attach an updated regulatory business plan. Please refer to Part 2 of the ‘Notes for Applicants’ booklet (available under AFN Module) for notes on what the DFSA expects to see in a regulatory business plan.

1.3

As a result of the proposed variation, please provide a breakdown of how your financial and capital position will alter (with respect to the appropriate DFSA prudential rules). As well as in the narrative please attach the following financial projections and assumptions: quarterly cash flow forecast quarterly profit & loss account, split into income streams quarterly balance sheet

Note: Please provide all projections from the commencement of the proposed variation of Licence and on a quarterly basis for the first twelve months. All figures should be provided in the relevant DFSA prudential reporting format. A list of the key assumptions supporting these financial projections must also be submitted.

1.4

As a result of the proposed variation, please describe to what extent existing Client documentation, procedures, systems and controls will be amended to take into account the new Financial Services and/or financial products. Include in your response details of any additional financial reporting, management information, and risk management systems that will be implemented.



1.5 When you submit this form, the supporting documents listed below must be revised and be ready for inspection by the DFSA. By ticking the “Revised, complete, and ready to be inspected” box, you are confirming these supporting documents meet all applicable standards and contain all necessary provisions taking into account the nature, size and complexity of your proposed activities. The DFSA may request to inspect these supporting documents at any stage.


Compliance Manual Revised, complete, and ready to be inspected

Compliance Monitoring Programme Revised, complete, and ready to be inspected

Risk Management Policies Revised, complete, and ready to be inspected

1.6 Describe any proposed changes to your existing senior management responsibilities, and attach a revised organisation chart, including details of any amended internal and external reporting lines.

1.7

In respect of the impact of the proposed changes on your Employees, please describe the extent to which: new employees competent to provide the additional Financial Services and/or financial

products have been, or will be, recruited; existing employees have been, or will be, trained to ensure they are competent to

provide the additional Financial Services and/or financial products; and existing employees are considered competent to provide the additional Financial

Services and/or financial products. Please support your answers with reference to any steps you have taken, or will take, to comply with GEN 5.3.19 in respect of the firm’s Employees involved in the provision of the additional Financial Services.



1.8 Is the applicant seeking authorisation to either: operate an Islamic Window; or convert to an Islamic Financial Institution?

Yes No

If Yes, please complete the Islamic Financial Business supplement and attach it to this application. Please advise if you are seeking authorisation to operate an Islamic Window and whether this will relate to all of the Financial Services you are carrying out or a sub-set of them.

1.9

For firms operating in the DIFC through a Branch, please confirm details of the firm’s lead regulator and supervisory contact. Provide the name of the supervisory contact person and include the postal address, telephone number, fax number and e-mail address at the regulator responsible for the supervision of you or your Parent. Please also state whether your firm is authorised in its home country to carry on similar Financial Services and/or financial products to those proposed in this application, and whether the firm has notified its lead regulator of its proposals.

1.10

Please confirm that you have made all notifications to the DFSA required under section 11.10 (Notification) of the GEN module of the DFSA’s Rulebook, or otherwise give details below. If no such notifications have been required under chapter 11 of GEN, please state “none required”.

1.11

Please advise of the date that you are proposing to begin providing these additional Financial Services and/or financial products.



1.12 Please complete and attach the appropriate supplements for the variation of Licence. You may need to complete more than one supplement, depending on the nature of the additional Financial Services you are applying to carry out. Financial Services are defined in the GEN module of the DFSA Rulebook. The supplements are designed to assist you to provide us with information about the Financial Services and financial products for which you are seeking a Licence variation and to help us understand how you intend to carry on those activities. You may also refer to Part 3 of the ‘Notes for Applicants’ booklet for notes on how to complete the relevant supplements, available in Chapter 2 of the Authorised Forms and Notices Module (AFN-AUT Forms). The DFSA may ask for additional information or clarification to complete the consideration of an application. In this case, we will correspond with the contact person listed on the form.

FOR APPLICANTS THAT ARE CURRENTLY LICENSED AS A REPRESENTATIVE OFFICE. 1.13 A Representative Office does not have Authorised Individuals. The applicant is therefore

required to submit AUT-IND forms in respect of the individuals who will fulfill the Licensed Functions should this variation be approved.



Section 2: Removal of Financial Services and/or financial products from a Licence

2.1 Please indicate in the matrix below, the Financial Services and/or financial products you

wish to remove from your Licence.

Proposed Financial Services and financial products to be removed C

redi

t

Sha

res

Deb

entu

res

War

rant

s

Cer

tific

ates

Opt

ions

Uni

ts

Fut

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Str

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Pro

duct

s

Rig

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1. Accepting Deposits 2. Providing Credit 3. Dealing in Investments as Principal 4. Dealing in Investments as Agent 5. Arranging Credit or Deals in Investments 6. Managing Assets 7. Advising on Financial Products or Credit 8. Managing a Collective Investment Fund 9. Providing Custody 10. Arranging Custody 11. Insurance Intermediation 12. Insurance Management 13. Managing a PSIA** 14. Operating an Alternative Trading System 15. Providing Trust Services 16. Providing Fund Administration 17. Acting as the Trustee of a Fund *LTI Long Term Insurance Contract ** PSIA Profit Sharing Investment Account

Activity Class




Note: Classes of insurance are set out in APP 4 of the GEN module of the DFSA Rulebook.



2.2 As a result of the proposed variation, please provide a breakdown of how your financial and capital position will alter (with respect to the appropriate DFSA prudential rules). As well as in the narrative please attach the following financial projections and assumptions: quarterly cash flow forecast quarterly profit & loss account, split into income streams quarterly balance sheet

Note: Please provide all projections from the commencement of the proposed variation of Licence and on a quarterly basis for the first twelve months. All figures should be provided in the relevant DFSA prudential reporting format. A list of the key assumptions supporting these financial projections must also be submitted.

2.3

Please describe any arrangements you have made, or will make, concerning your existing Clients, including obtaining any consents where required. Please refer to COB chapter 6. Matters to be covered in your response should include, for example: the period over which any Financial Services and/or financial products will be run-down

or transferred; whether deposits must be returned to Clients; whether Client Money and other assets belonging to Clients must be returned; whether there is any other matter that the DFSA would reasonably expect to be

resolved before approving the variation of Licence.

2.4

Please advise of the date that you are proposing to remove these Financial Services and/or financial products? If you have already ceased to provide the above Financial Services and/or financial products, please also state the date on which this occurred.



FOR FIRMS APPLYING TO BECOME REPRESENTATIVE OFFICE ONLY.

2.5 A Representative Office is not required to have Authorised Individuals. An individual is however required to hold a position of Principal Representative. Please confirm below who the Principal Representative will be and whether they currently hold a Licensed Function. The individual noted below will be required to complete an AUT-IND 4 Form. Those individuals that currently hold Licensed Functions (e.g. the Finance Officer with the firm applying to become a Representative Office) are required to cancel their Authorised Individual status with this firm. AUT–IND 3, Application to Withdraw Authorised Individual Status forms must be completed and submitted.



Section 3: Varying or withdrawing conditions or restrictions imposed on a Licence

3.1 Please provide details of the existing conditions or restrictions imposed on your Licence, and

indicate whether you are applying for the condition or restriction to be withdrawn, or its terms varied.

Withdrawal (go to question 3.2)

Variation (go to question 3.3)

3.2

Please state the grounds under which you consider it appropriate for the condition or restriction to be withdrawn.

3.3

Please indicate below (using marked-up text) any amendments you are proposing, and include a statement as to why the variation is required or is considered appropriate.

3.4

Please advise of the date that you are proposing to vary or withdraw conditions or restrictions imposed on your Licence.



Section 4: Payment of Fees You may be required to pay the DFSA an application fee if the additional Financial Service(s) requires a fee payable that is higher than the fee payable for the Financial Service(s) you are currently authorised to carry on. If a fee is payable, please make the payment by bank transfer in US dollars to the account listed below. Cheques or Bank drafts cannot be accepted. Applications will not be processed until the full relevant fee, where one is due, is received by the DFSA.


Account number 020 – 683751 – 100

IBAN number AE080200000020683751100


Swift code BBMEAEAD




Section 5: Attachments

Relevant Question Attachments

Yes No

1.2 Updated regulatory business plan

1.3 / 2.2 Financial projections, including:

quarterly cash flow forecast quarterly profit and loss account, split into income streams quarterly balance sheet Note: Please provide all projections commencing at the time of the proposed Licence variation and on a quarterly basis for the first twelve months. This should include a breakdown of how your financial and capital position will alter (with respect to the appropriate DFSA prudential rules).

1.6 Revised organisation chart

1.8 / 1.12 Islamic Finance Business supplement, if applicable

1.12 Banking and Lending supplement, if applicable

1.12 Insurance supplement, if applicable

1.12 Sales and Trading supplement, if applicable

1.12 Asset Management supplement, if applicable

1.12 Public Fund supplement, if applicable

1.12 Exempt Fund Form, if applicable

1.13 AUT-IND Forms for those individuals that will be holding a Licensed Functions

2.5 AUT-IND3 Forms for those individuals that are no longer required to hold Licensed Functions with the applicant firm

2.5 AUT-IND4 Form for the Individual that will be the Principal Representative

Other – please specify



Section 6: Disclosure of information to the Dubai International Financial Centre Authority (DIFCA)

The provision of certain information by the DFSA to the DIFCA under the following consent will assist the DIFCA in exercising its functions and powers. It is not mandatory to provide consent and should you not wish to provide consent, we ask that you consider keeping the DIFCA informed of the progress of your application. I consent / I do not consent to disclosure of the following information by the DFSA to DIFCA: 1. The fact of the filing of this application, together with the name of the applicant; 2. The fact (if applicable) that this application is still being reviewed by the DFSA; and 3. The outcome of this application. An outcome may include a decision by the DFSA to approve

this application, in principle or otherwise, or to reject the application or the withdrawal of the application.

Section 7: Declaration by the applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the



but not limited to, personal, educational, employment and financial information) should it be deemed necessary to adequately assess the fitness and propriety of the firm or any person connected to the firm. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.





Name of the Senior Executive Officer of the Authorised Firm(or director at head office for Representative Office)

Signature of the Senior Executive Officer of the Authorised Firm(or director at head office for Representative Office)

Date

Please return the completed form to your relationship manager: Dubai Financial Services Authority Supervision Division Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE Firms are advised to retain a copy of the form and all relevant attachments for their records.



For DFSA use only

Form SUP 5 Application to add or remove an endorsement on a Licence to carry on Financial Services with Retail Clients




This form must be submitted by an Authorised Firm (the “applicant”) wishing to add or remove an endorsement on its Licence to carry on Financial Services with Retail Clients (the “Retail Endorsement”).

The DFSA may require additional information or clarification in order to complete the processing of an application. In this respect, the DFSA will correspond with the applicant’s contact person as detailed below. Note for applicants The DFSA will grant a Retail Endorsement only if is satisfied that the applicant has demonstrated that it has the ability to provide Financial Services to Retail Clients in conformity with the requirements set forth in the DFSA Rulebook. When assessing an application for a Retail Endorsement, the DFSA will consider, among other things, the following: 1. The adequacy of an applicant’s systems and controls for carrying on Financial Services

with a Retail Client.

An applicant must also be able to demonstrate that its systems and controls (including policies and procedures) adequately provide for, among other things, compliance with the requirements specifically dealing with Retail Clients, in particular:

marketing materials intended for Retail Clients;

content requirements for Client Agreements for Retail Clients;

suitability assessment for recommending a financial product for a Retail Client;

disclosure of fees and commissions, and any inducements, to a Retail Client; and

segregation of Client Money and/or Client Assets, where relevant.

An applicant’s systems and controls must be adequate to ensure on an ongoing basis, that its Employees remain competent and capable to perform the functions which are assigned to them, including any additional factors that may be relevant if their functions involve interfacing with Retail Clients.



2. The adequacy of the applicant’s Complaints handling policies and procedures

An applicant must have Complaints handling policies and procedures that meet the requirements in chapter 9 of the GEN Module. These require an Authorised Firm to have adequate written policies and procedures for the investigation and resolution of complaints made against it by a Retail Client, including any redress available to such a Client (e.g. compensation). An applicant’s policies and procedures must provide for fair, consistent and prompt handling of Complaints. In addition to the matters set out in chapter 9, the policies and procedures should explicitly deal with how the applicant ensures that:

Employees dealing with Complaints have adequate training and competencies to handle Complaints, as well as impartiality and sufficient authority (see GEN Rules 5.3.19, 9.2.7 and 9.2.8);

a Retail Client is made aware of the firm’s Complaints handling policies and procedures before obtaining its services (see COB Rule A2.1.2(1)(h)); and

the applicant’s Complaints handling policies and procedures are freely available to any Retail Client upon request.

Applicant’s contact person for

this application

Position/title

Correspondence address

Telephone / fax number:

E-mail address



SECTION 1 – ADDITION OF AN ENDORSEMENT ON THE APPLICANT’S LICENCE 1.1 With respect to offering Financial Services to Retail Clients, please describe any changes to

the firm’s business plan including any impact on the applicant’s financial position and thereby on the regulatory capital requirements.

1.2 Please describe to what extent existing policies and procedures, systems and controls, and

customer documentation will be amended to take into account the new activities. As applicable, please describe any changes to the policies and procedures covering Client classification, AML/CTF, Complaints handling, staffing, training of staff, marketing material, suitability, disclosure of fees and commissions, and any other inducements to Retail Clients, and segregation of Client Money and/or Client Assets. Please confirm that your client agreement has been modified to reflect appropriate changes (Retail Clients and/or Professional Clients).

SECTION 2 – REMOVAL OF AN ENDORSEMENT ON THE APPLICANT’S LICENCE 2.1 With respect to the removal of the endorsement to provide Financial Services to Retail

Clients, please advise of the impact on the applicant’s financial position and thereby on the regulatory capital requirements.

2.2 Please describe any arrangements that the applicant has made, or will make, concerning its

existing Retail Clients, including obtaining any consents where required.



SECTION 3 - DECLARATION 3.1 Declaration by the applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the



(including but not limited to, personal, educational, employment and financial information) should it be deemed necessary to adequately assess the fitness and propriety of the firm or any person connected to the firm.


and sign this form for, or on behalf of, the applicant. I also confirm that I have the authority to give the consent specified above, and if applicable.



Name of the Senior Executive Officer of the Authorised Firm

Signature of the Senior Executive Officer of the Authorised Firm

Date

Please return the completed form to the firm’s relationship manager at the: Dubai Financial Services Authority Supervision Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE Firms are advised to retain a copy of the form and all relevant attachments for their records.



For DFSA use only

Form SUP6 Applying to withdraw a Licence



Purpose of this form This form should be submitted if you are wishing to withdraw your Licence. If you wish to remove some but not all of your Financial Services, you should use the Applying to vary a Licence form (SUP4). Where you may require a long period in which to wind down (run off) your business, it may be appropriate for you to apply to vary your Licence before commencing the wind down. Please contact your firm’s relationship manager. If your application to withdraw your Licence is successful, we will withdraw the authorised status of all Authorised Individuals. There is no need to submit AUT-IND3 forms as part of a withdrawal application. The DFSA may require additional information or clarification to complete the processing of an application. We will correspond with the applicant’s contact person as listed below:

Full name of Authorised Firm and DFSA reference number.

Name of contact person for application. Please provide telephone, fax, e-mail and postal address.

Name and contact details of professional advisers assisting with the application, if any.

Would you like us to copy in your advisers on any correspondence?

Yes No



Content

Section Title To be completed by

1 Request for withdrawal All applicants

2 Clients and Creditors All applicants

3 Transfer of Clients All applicants

4 Funds Fund Manager or Trustee of a Fund only

5 Providing Trust Services Trust Service Provider only

6 Disclosure of information to the Dubai International Financial Centre Authority (DIFCA)

All applicants

7 Declaration by the applicant All applicants

8 Attachments All applicants

Notes for completing this form The term “you” refers to the legal entity for which a withdrawal of Licence is being sought. In all

instances where this form requests details to be supplied, responses should be provided in relation to the entity wishing to withdraw its Licence within the DIFC.

Defined terms are identified throughout this application form by the capitalisation of the initial letter

of each word. These terms are defined in the Glossary module (GLO) of the DFSA’s Rulebook. All financial information must be given in US Dollars, with a statement of the original currency used

(if relevant) and the exchange rate applied for conversion. Questions must be answered fully and the use of abbreviations or acronyms should be avoided.

Any abbreviations or acronyms used should be clearly defined.


Answers must be typed in electronic format and the form must be signed by the Senior Executive

Officer. The form is available in word format on the DFSA’s website. Before completing this form, we urge you to read the GEN module of the DFSA Rulebook to

ensure you provide appropriate information. You are urged to familiarise yourself with other relevant Rules prior to completing this form.



Section 1: Request for Withdrawal

WI1. What are your reasons for requesting a withdrawal of your Licence?

WI2. Please provide a copy of the Governing Body’s resolution to approve your intention to withdraw?

Yes No

WI3. Have you ceased carrying on Financial Services in or from the DIFC?

Yes No

WI4. If yes, what date did you cease carrying on Financial Services in or from the DIFC?

WI5. If the answer to WI3 is no, please provide the date on which you intend to cease carrying on Financial Services in or from the DIFC.

WI6. Can you confirm that there are no unsatisfied or unresolved Complaints or potential Complaints against you?

Yes No

WI7. Can you confirm that you are not subject to any current or anticipated legal proceedings, or investigation by another regulatory body or Financial Services Regulator?

Yes No

WI8. For firms operating in the DIFC through a Branch, please confirm the details of the firm’s lead regulator and supervisory contact. Please provide the name of your supervisory contact person and include the postal address, telephone number, fax number and e-mail address at the regulator responsible for you or your parent.

WI9. Can you confirm that all fees payable to the DFSA have been paid?

Yes No

WI10. Can you confirm that you are up to date with all DFSA reporting obligations?

Yes No

WI11. Will you be seeking to wind up the entire business, regulated or unregulated?

Yes No



WI12. If yes, have you informed the DIFC Registrar of Companies?

Yes No

WI13. Is there any other matter which the DFSA would expect to be resolved before granting a request to withdraw your Licence?

Yes No

WI14. If yes, please provide further details of the matters outstanding.

Section 2: Clients and Creditors

WI15. Have you notified all your Clients in regard to ceasing to carrying on Financial Services in or from the DIFC?

Yes No

WI16. What arrangements have you put in place to ensure that you discharge all obligations that you owe to your Clients?

WI17. Have you returned to Clients, all Client Assets and any other property belonging to Clients?

Yes No

WI18. What arrangements have you put in place to ensure all Client records and files are kept safe and are accessible as and when required?

WI19. What arrangements have you put in place to ensure that you have paid all your creditors?

WI20. What arrangements have you put in place to ensure all records of the firm have been retained in a safe place and are accessible as and when required? This should include all matters relating to firm performance, financials, material changes and regulatory reporting.

WI21. Please provide a contact person whom DFSA can contact if required following withdrawal of licence. This should include the name, postal address, telephone number, fax number and e-mail address.

Section 3: Transfer of Clients



WI22. Are any of your Clients being transferred to another firm regulated by the DFSA or other

Financial Services Regulator?

Yes No

WI23. If yes, please provide the name of the firm and the Financial Services Regulator.

WI24. On what date do you propose to transfer the Clients?

Section 4: Managing a Collective Investment Fund or Acting as the

Trustee of a Fund

WI25. Please describe what arrangements have been made for the alteration, wind-up or transfer of the Fund(s)?

Section 5: Providing Trust Services

WI26. Please describe what arrangements you have made for the transfer of business to a new Trust Service Provider and the appointment, where necessary, of new trustees?



Section 6: Disclosure of information to the Dubai International Financial Centre Authority (DIFCA)



Section 7: Declaration


information given in this form and any documents attached, as well as any applicable supporting documents, is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.

2. I declare my understanding that the DFSA may request more detailed information where the

DFSA considers such information to be necessary to adequately assess this application. I consent to the DFSA contacting any organisation to verify any information contained in this form.





Name of the Senior Executive Officer of the Authorised Firm

Signature of the Senior Executive Officer of the Authorised Firm

Date



Section 8: Attachments

Relevant Question Attachments

Yes No

WI2 Governing Body resolution to seek withdrawal of Licence

WI15 Copy of notification letter sent to Clients

WI17 Auditor sign off on return of Client Assets

WI25 Governing Body resolution to wind up a Fund

Other – please specify

Please return the completed form to: Supervision Division Dubai Financial Services Authority Level 13, The Gate Building, Dubai International Financial Centre PO Box 75850, Dubai, UAE Please provide one hard copy and one soft copy (USB/CD) of your application form and attachments. You are advised to retain a copy of this form, and all attachments for your records.

APPLICATION FORMS AND NOTICES (AFN) – GEN1

1 of 16 GEN1/VER7/12-11

Form GEN1 Application for registration as an auditor

Name of applicant

Firms are requested to contact the supervision department of the DFSA (+9714 362 1500) before considering completing an application.

(For DFSA use only)


2 of 16 GEN1/VER7/12-11

Purpose of this form This form must be submitted by an audit firm wishing to apply for registration as an Auditor. An Auditor means a partnership or company that is registered by the DFSA to provide audit services to Authorised Firms and Authorised Market Institutions that are Domestic Firms or to Domestic Funds. In some cases, the DFSA may require additional information in order to complete the processing of this application. If this is necessary, the DFSA will contact the nominated contact identified in section 1. Contents


1. Audit firm details

2. Anti Money Laundering


4. Fit & proper questionnaire for audit firm


6. Declaration

7. Payment of Fees

8. Attachments




response section. Answers must be typed and the form must be signed by a Director/Partner and the Anti Money

Laundering Officer (if different). Please ensure any supporting documentation is clearly labelled and securely attached.


3 of 16 GEN1/VER7/12-11

1. AUDIT FIRM DETAILS

1.1 Full or proposed name of audit

firm to be registered

1.2 Address of audit firm (include

both office and postal address) (Please indicate if current or

proposed)

(Note: The office and postal addresses will be the addresses used for service of notices and correspondence. If the

audit firm does not have a U.A.E. address then it will be asked to supply a U.A.E. address where service can be effected)

1.3 Audit firm’s head office if applicant is a branch office

1.4 Name of audit firm’s other

branches and addresses




1.8 Audit firm’s contact person for

this application

Position/title


Telephone number:

Fax number

E-mail address


4 of 16 GEN1/VER7/12-11

1.9 Please provide details of any adviser engaged by the audit firm to assist with the preparation

and ongoing support of this application.

Name of the adviser engaged by the audit firm

Relevant contact person within the adviser

Contact address

Telephone/Fax number:

E-mail address

1.10 Legal nature of audit firm

(Note: only companies, Limited

Liability Partnerships and General

Partnership may apply)

1.11 Date and place of incorporation

/formation of the audit firm

Note: Please attach a copy of the applicant’s certificate of incorporation/company registration/partnership agreement (as applicable). If in the process of being formed, please state “in formation”

1.12 Details of ownership of audit firm

(if insufficient space please attach additional sheets)

1.13 Background and history of audit firm (if insufficient space please attach additional sheets)


5 of 16 GEN1/VER7/12-11

1.14 Please detail the resources to be used to conduct DFSA audits (i.e. human and technological resources, including number of staff, partners, professional staff and other resources, as applicable). (If insufficient space please attach additional sheets)

1.15 Please provide your firm’s approach to ensuring continuing professional development provided for

employees including audit principals (if insufficient space please attach additional sheets)

1.16 Please list the names and details of the Partners / Directors of the audit firm who will be the Audit

Principals for audits of DFSA Authorised Firms and Authorised Market Institutions that are Domestic Firms or Domestic Funds. (Rule 8.9.3 of Gen requires that Audit Principals as a minimum hold a Recognised Professional Qualification; have at least 5 years of relevant audit experience of the last 7 years and be a current member in good standing of a Recognised Professional Body)

Audit Principal No.1 Full Name:

Recognised Professional Qualifications:

Details of audit experience:

Recognised Professional Memberships:


6 of 16 GEN1/VER7/12-11









If insufficient space or more Audit Principals will be involved please attach a separate appendix or additional sheets as necessary.

1.17 Please provide details of professional indemnity insurance

Before registration, the audit firm will need to demonstrate that it holds adequate professional indemnity insurance covering, amongst other things, fraud committed by the audit firm’s employees.

Please attach a copy of the audit firm’s insurance certificate or cover note.


7 of 16 GEN1/VER7/12-11

1.18 Has the audit firm been inspected / assessed by an independent body or had a peer review in the last twelve months?

Yes No If “YES”, please provide details below including a summary of the findings and copy of any findings.

1.19 Do the audit firm’s systems, procedures and controls ensure compliance with the International

Standards on Auditing (ISAs) as issued by IAASB of IFAC (or where applicable Auditing Standards for Islamic Financial Institutions as issued by AAOIFI)? (Please provide a copy of the firm’s systems, procedures and controls. If these are integrated into its internal IT systems then please provide a summary of how the systems, procedures and controls comply with the IASs or ASIFOs). The DFSA may wish to inspect the IT systems to verify compliance)

Yes No If “No”, please provide details of where systems, procedures and controls do not comply.

1.20 Does the audit firm’s system of quality control operate to meet the requirements as set out under

International Standard on Quality Control (ISQC) 1? (Please provide a copy of the firm’s current quality control policies and procedures. If the firm’s quality control policies and procedures are integrated into its internal IT systems please provide a summary of how the policies and procedures comply with International Standard on Quality Control (ISQC) 1. The DFSA may wish to inspect the IT systems to verify compliance)

Yes No


8 of 16 GEN1/VER7/12-11

If “No”, please provide details of where system do not comply.

1.21 Does the audit firm have in place adequate systems, procedures and controls to ensure due

compliance with the Code of Ethics for Professional Accountants issued by the Ethics Standards

Board for Accountants (or where applicable the Code of Ethics for Accounting and Auditors for

Islamic Financial Institutions issued by AAOIFI)? Please provide a copy of the firm’s current systems,

procedures and controls.Note: If the firm’s systems, procedures and controls are integrated into its

internal IT systems please provide a summary of how the systems, procedures and controls comply

with the Code of Ethics. The DFSA may wish to inspect the IT systems to verify compliance]

Yes No

If “No”, please provide details of where systems, procedures and controls do not comply. Registered Auditor status will only be granted to Auditors of DFSA regulated entities. Prior to registration as an Auditor, an audit firm may market services to regulated firms, but may not commence the provision of such services. An audit firm shall not accept a mandate from a regulated entity to provide audit services within the DIFC (nor accept appointment to a tender panel for the provision of such services) until registered as an Auditor.

2. ANTI MONEY LAUNDERING 2.1.1 Please attach the audit firm's Anti Money Laundering (AML) policies, procedures, systems

and controls. These must be specific to its DIFC activities and comply with the ASP AML Rules of the DFSA including an overview of the audit firm’s anti Money Laundering function, staffing levels, responsibilities and reporting lines. The audit firm’s procedures should include, amongst other things, arrangements to:

a) ensure compliance with the UAE Law No.4 and any other relevant UAE federal laws; b) monitor for, detect and report suspicious customers and Transactions; Note: Audit firms

should ensure the procedures comply with the requirement for Suspicious Transaction Reports (STRs) to be made in the required format to the Anti Money Laundering Suspicious Cases Unit (AMLSCU), and a copy provided to the DFSA. Details of the required format of the report and details for submission can be found on the DFSA website;

c) establish and verify the identity of the customer and any other person on whose behalf the customer is acting, including that of the beneficial owner; unless exception applies (6.5)

d) provide an audit trail of STRs; e) determine the duties and obligations of its Anti Money Laundering Officer (AMLO);


9 of 16 GEN1/VER7/12-11

f) review the effectiveness of its AML policies, procedures, systems and controls at least annually;

g) respond to any request for information made by competent U.A.E. authorities or the DFSA; h) maintain AML relevant documents and records; i) ensure that it obtains and makes use of findings in relation to names of persons, groups,

organisations or entities, or any other body where suspicion of Money laundering or terrorist financing exists; Be mindful of Government; regulatory and international findings

j) assess its risks in relation to money laundering and to perform enhanced due diligence investigations for higher risk products, services and customers;

k) determine whether a customer is a Politically Exposed Person (PEP); l) establish and maintain an AML training programme and awareness arrangements; and m) ensure compliance with any other obligation in the DFSA's ASP module.

2.1.2

Does the audit firm apply similar or equivalent Anti Money Laundering (AML) policies,

procedures, systems and controls mentioned in 2.1 for all its clients and activities outside

the DIFC?

Yes No

If “No”, which Anti Money Laundering (AML) policies, procedures, systems and controls are not applied and in which jurisdiction?

2.2 Anti Money Laundering Officer (AMLO) 2.2.1 Family name/other names





Please attach a copy of all passports held by the AMLO, including copies of any current visas.


10 of 16 GEN1/VER7/12-11




2.2.8 Dates resident at above address (from/to)



Fax

E-mail

2.2.11 What steps will be taken by the audit firm to ensure that the AMLO will be fully aware of his or

her duties and be able to carry out these duties effectively? Please provide details.

2.2.12 Do another jurisdiction's laws or Regulations prevent or inhibit the audit firm from complying

with the U.A.E. Law No.4 or the DFSA Rules?

Yes No


Note: Should such an event arise in the future audit firms are obliged to notify DFSA in writing promptly


11 of 16 GEN1/VER7/12-11

3. FIT & PROPER QUESTIONNAIRE FOR AMLO 3.1 Please complete the following questionnaire in relation to the proposed AMLO

Answers must be provided to every question. Has the applicant AMLO: Yes No (i) been convicted or found guilty by any court of competent jurisdiction in









(vi) been concerned either individually or with the management of a Body

Corporate who or which has been or is currently the subject of an investigation into a allegation of misconduct or malpractice?










Accounting Service which relates to his integrity, competence or financial soundness?


12 of 16 GEN1/VER7/12-11





13 of 16 GEN1/VER7/12-11

4. FIT & PROPER QUESTIONNAIRE FOR AUDIT FIRM

4.1 Please complete the following questionnaire in relation to the audit firm Answers must be provided to every question.

Has the audit firm: Yes No (i) been convicted or found guilty by any Court of competent jurisdiction in

respect of any offence?




Regulations, statements or principle or codes of practice made under or by a self regulatory body, Financial Services Regulator or other supervisory body?



(v) received an adverse finding in an agreed settlement in a civil action by

any Court or tribunal of competent jurisdiction resulting in an award against or payment in excess of $10,000 or awards that total more than $10,000?

(vi) been censured, disciplined, publicly criticised by or the subject of a Court




14 of 16 GEN1/VER7/12-11

5. Disclosure of information to the Dubai International Financial Centre Authority (DIFCA)



6. DECLARATION 6.1 Declaration by the audit firm (senior partner or equivalent) 6.1.1 I declare that, to the best of my knowledge and belief, having made due enquiry, the information




6.1.3 I declare that the firm, the Audit Principals and its Employees are fit and proper to perform the audit

services. 6.1.4 I confirm that I have the authority to make this application, to declare as specified above and sign

this form for, or on behalf of, the applicant. I also confirm that I have the authority to give the consent specified above.

6.1.5 For the purposes of complying with DIFC Data Protection Law 2007, I understand that any



15 of 16 GEN1/VER7/12-11


/ /


Date


/ /

Signature of the AMLO if not signed above Date

7. Fees Applications will not be processed until the relevant fee is paid in full to the DFSA. Details of the application fees are contained in the Fees module of the DFSA Rulebook. Please make the payment by Bank transfer in US Dollars to the account listed below. Cheques or bank drafts will not be accepted.


Account number 020-683751-100

IBAN AE080200000020683751100

Bank details HSBC Bank Middle East

PO Box 66

Dubai, UAE

Swift code BBMEAEAD



16 of 16 GEN1/VER7/12-11

8. ATTACHMENTS


1.10 Certificate of Incorporation/Company Registration/Partnership Agreement Y N N/A

1.7 Professional Indemnity Insurance Certificate Y N N/A

1.18 Copy of findings Y N N/A

1.19 Copy of systems, procedures and controls in relation to International Auditing Standards / Auditing Standards for Islamic Financial Institutions

Y N N/A

1.20 Copy of quality control policies and procedures Y N N/A

1.21 Copy of systems, procedures and controls in relation to Code of Ethics Y N N/A

2.1 Anti Money Laundering procedures Y N N/A

2.2.5 Copy(ies) of passport(s) Y N N/A

2.2.6 AMLO job description Y N N/A

2.2.6 AMLO employment details for the last 10 years Y N N/A

3 Fit & Proper questionnaire – AMLO Y N N/A

4 Fit & Proper questionnaire – Audit Firm Y N N/A

Other Please list Y N N/A

Y N N/A



1 of 3 GEN2/VER2/07-10

Form GEN2

Request for modification

Name of applicant

(For DFSA use only)


2 of 3 GEN2/VER2/07-10

Name of Firm and DIFC registered number:

DIFC registered address and the location from which the activity (the subject of this Request) will be carried out:

Name and contact details of person responsible for activity:

Name: Mobile: Email:

The aforementioned firm hereby requests modification of GEN Rule 2.3.2 to permit it to operate as a principal commodity trader in the DIFC without the need to be authorised under a DFSA Licence to Deal in Investments as Principal and for that purpose hereby provides the following to the DFSA: 1. Information (i) Type of business:

(ii) Restrictions

The firm will only carry on the activity specified under GEN Rule 2.2.2(d) as a Member of

an Authorised Market Institution for its own account. Further, the firm will restrict that activity to transactions involving or relating only to Commodity Derivatives on that Authorised Market Institution.

(iii) Trading and other relevant experience:


3 of 3 GEN2/VER2/07-10

2. Acknowledgment (i) I acknowledge that the Firm and its Employees are subject to the jurisdiction of the judicial,

quasi-judicial and administrative tribunals of the DFSA in relation any proceeding in the DIFC, arising out of or related to or concerning its activities in or from the DIFC.

(ii) I acknowledge the jurisdiction of the DIFC Court in any proceeding arising out of or related to or

concerning the Firm’s activities in or from the DIFC. (iii) I confirm that the information contained in this form is true and correct as at the date

below and I further confirm that I will immediately inform the DFSA in writing of any changes to this information.

3. Good standing and repute The Firm responds as indicated in the boxes below (and where it has

responded “yes” it has attached an explanation to this Request) to the following questions in respect of the Firm, its Holding Company and each of its corporate Controllers:

Yes No

(i) Been convicted or found guilty by any court of competent jurisdiction in respect

of any offence?

(ii) Ever been the subject of disciplinary procedures by a government body or

agency or any self regulatory organisation or other professional body?

(iii) Contravened any provision of Financial Services legislation or of Rules,

Regulations, statements of principle or codes of practice made under it or made by a self regulatory organisation, Financial Services Regulator, Authorised Market Institution or regulated exchange or clearing house?

(iv) Been refused or had a restriction placed on the right to carry on a trade,

business or profession requiring a Licence, registration or other permission?

(v) Received an adverse finding or an agreed settlement in a civil action by any

court or tribunal of competent jurisdiction resulting in an award against or payment in excess of $10,000 or awards that total more than $10,000?

(vi) Been censured, disciplined, publicly criticised or the subject of a court order at

the instigation of any regulatory authority, or any officially appointed inquiry, or any other Financial Services Regulator?

Dated:

[Signature of Firm]

[Name and title of authorised signatory]

APPLICATION FORMS AND NOTICES (AFN) –CIR

1 of 8 CIR/VER4/04-12

For DFSA use only

Form CIR Notification of the marketing and selling of Funds


2 of 8 CIR/VER4/04-12

Purpose of this form The purpose of this form is to assist an Authorised Firm with its reporting requirements in the Collective Investment Rules of the DFSA Rulebook in relation to the marketing and selling of Foreign Funds and Domestic Funds. The form consists of four sections:

1. Authorised Firm information 2. Marketing and selling of Foreign Funds 3. Marketing and selling of Domestic and External Funds 4. Declaration

All firms must complete sections 1 and 4, together with section 2 or 3 as applicable, or both, if this is the case. On receipt of this form, the DFSA may, as appropriate, request any other information to provide further clarification. Notes for completing this form Defined terms are identified throughout this application form by the capitalisation of the



avoided or defined.

Do not leave any questions blank. If a question is not applicable this should be indicated in the response section.

Answers must be typed in electronic format and the form must be signed by the

Compliance Officer, Senior Executive Officer, or a Licensed Director/Partner of the Authorised Firm, or an individual designated by one of these persons for the purpose of completing this form.

Applicant’s contact person for

this notification

Position/title

Correspondence address

Telephone / fax number:

E-mail address


3 of 8 CIR1/VER4/04-12

SECTION 1 – AUTHORISED FIRM INFORMATION 1.1 Full name of the Authorised Firm


SECTION 2 – MARKETING AND SELLING OF FOREIGN FUNDS PART A: DESIGNATED FUNDS Name of Fund Name of the Fund Manager Recognised Jurisdiction CIR 15.1.5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20


4 of 8 CIR1/VER4/04-12

21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 [continue on a separate sheet if necessary]


5 of 8 CIR1/VER4/04-12

PART B: OTHER FOREIGN FUND CRITERIA Name of Fund Place of

domicile or incorporation

Name of Fund Manager

If Fund is rated or graded as investment grade provide name of rating agency

Please indicate which of the eligible criteria relates to the Fund Custodian under CIR 15.1.6(2)

Please indicate which of the eligible criteria relates to the Investment Manager under CIR 15.1.6(3)

Please indicate which of the eligible criteria relates to the Person where it is both Custodian & Investment Manager under CIR 15.1.6(4)

CIR 15.1.6(2) CIR 15.1.6(3) CIR 15.1.6(4)

(a) (b) (c) (d) (a) (b) (c) (a) (b) (c) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 [continue on a separate sheet if necessary]


6 of 8 CIR1/VER4/04-12

PART C: Recommendation-Based Offers of Units of Foreign Funds Name of Fund Place of

domicile or incorporation

Name of Fund Manager/ Regulated Y or N

Name of Custodian / Regulated Y or N

Name of Investment Manager / Regulated Y or N

Confirm Suitability Assessment

CIR 15.1.8 COB 3.4.2 1 Y N Y N Y N 2 Y N Y N Y N 3 Y N Y N Y N 4 Y N Y N Y N 5 Y N Y N Y N 6 Y N Y N Y N 7 Y N Y N Y N 8 Y N Y N Y N 9 Y N Y N Y N 10 Y N Y N Y N 11 Y N Y N Y N 12 Y N Y N Y N 13 Y N Y N Y N 14 Y N Y N Y N 15 Y N Y N Y N 16 Y N Y N Y N 17 Y N Y N Y N 18 Y N Y N Y N


7 of 8 CIR1/VER4/04-12

PART D: Offers of Units of Foreign Funds that meet Exempt Fund criteria

Name of Fund Place of domicile or incorporation

Name of Fund Manager / Regulated Y or N

Name of Custodian / Regulated Y or N

Name of Investment Manager / Regulated Y or N

Confirm Fund meets Exempt Fund criteria

CIR 15.1.9 CI Law Article 16(4)

CIR 12.1 (1)

(a) (b) (c) (d)

1 Y N Y N Y N 2 Y N Y N Y N 3 Y N Y N Y N 4 Y N Y N Y N 5 Y N Y N Y N 6 Y N Y N Y N 7 Y N Y N Y N 8 Y N Y N Y N 9 Y N Y N Y N 10 Y N Y N Y N 11 Y N Y N Y N 12 Y N Y N Y N 13 Y N Y N Y N 14 Y N Y N Y N 15 Y N Y N Y N 16 Y N Y N Y N 17 Y N Y N Y N 18 Y N Y N Y N


8 of 8 CIR1/VER4/04-12

SECTION 3 – MARKETING AND SELLING OF DOMESTIC AND EXTERNAL FUNDS Name of Fund Name of DIFC Fund Manager 1 2 3 4 5 6 7 8 9 10 [continue on a separate sheet if necessary]

SECTION 4 - DECLARATION 4.1 Declaration by the Authorised Firm 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the


2. I confirm that I have the authority to make this notification, to declare as specified above and

sign this form for, or on behalf of, the Authorised Firm. Signature of Compliance Officer, Senior Executive Officer or Licensed Director/Partner, or individual nominated by any of the aforementioned

Date

Name of above person

Position/title

Please return the completed form to the Authorised Firm’s relevant Supervision Relationship Manager at the following address: Dubai Financial Services Authority Supervision Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE Firms are advised to retain a copy of the form for their records.

APPLICATION FORMS AND NOTICES (AFN) – AMI1

1 of 1 AMI1/VER2/04-11

Form AMI1 Reporting Return Coversheet

1. TO BE COMPLETED BY AUTHORISED MARKET INSTITUTION

1.1 Authorised Market Institution’s name

1.2 DFSA firm reference number

1.3 Date

2. TO BE COMPLETED BY DFSA

2.1 Date and time of receipt

2.2 Receipt reference

2.3 Name of person receiving report

Reference number (For DFSA use only)


1 of 9 AMI2/VER2/04-11

Form AMI2 Application for a Waiver

Name of Authorised MarketInstitution

DFSA firm reference number

Waiver reference number (For DFSA use only)


2 of 9 AMI2/VER2/04-11

Purpose of this form An Authorised Market Institution wishing to apply for a waiver of a Rule must submit this form.

Contents


1. Authorised Market Institution details 2. Details of waiver sought 3. Research and reasons 4. Publication 5. Additional information 6. Declaration and signature



Sections 1, 2, 3, 4 and 6 must be completed. Please use section 5 if you wish to provide additional information that may clarify or support

your answers in sections 1-4. Questions must be fully answered and the use of abbreviations should be avoided. Answers must be typed and the form must be signed by either the Authorised Market

Institution’s relevant Key Individual or Director. Please ensure any supporting documentation is clearly labelled and securely attached. When completed, submit this application form in line with GEN section 11.2. You may send

applications by post or hand delivered and addressed to your usual market contact. The address for postal submission is:


You can inspect published waivers on the DFSA website: www.dfsa.ae


3 of 9 AMI2/VER2/04-11

1. AUTHORISED MARKET INSTITUTION DETAILS

1.1 Name of Authorised Market Institution

1.2 DFSA firm reference number

1.3

Contact person within Authorised Market Institution

1.4

Position/Title


(incl. area code)

Fax

E-mail


4 of 9 AMI2/VER2/04-11

2. DETAILS OF WAIVER SOUGHT 2.1 Are you applying for a variation of an existing waiver? If so, give the waiver number. 2.2 Rulebook reference number of the Rule(s) to which this application relates.

2.3 What is the desired outcome of the proposed Rule waiver?

2.4 Are you applying for the Rule to be waived completely, or for a modification of the Rule? If a modification, provide a draft of the modification sought.


5 of 9 AMI2/VER2/04-11

2.5 Detail any special requirements.


6 of 9 AMI2/VER2/04-11

3. RESEARCH AND REASONS 3.1 Confirm that you have checked the waivers published by the DFSA for any precedent. If your

application is based on precedent, give the previous reference number. 3.2 Give a full and clear explanation of why you want the waiver.


7 of 9 AMI2/VER2/04-11

4. PUBLICATION 4.1 Are you content for the waiver to be published? If no, state your reasons.


8 of 9 AMI2/VER2/04-11

5. ADDITIONAL INFORMATION Please use this section to provide any information that may clarify or support your answers in sections 1 – 4. Question Details


9 of 9 AMI2/VER2/04-11

6. DECLARATION Declaration by Authorised Market Institution 1. I declare that, to the best of my knowledge and belief, having made due inquiry, the information given in


2. I confirm that I have the authority to make this application, to declare as specified above and sign this form

for the Authorised Market Institution. Print Name of relevant Key Individual or Director / / Signature of relevant Key Individual or Director Date


1 of 10 AMI3/VER2/12-09

Form AMI3 Applications and Notifications Concerning a Change in Control

Name of Authorised MarketInstitution

DFSA reference number

(For DFSA use only)


2 of 10 AMI3/VER2/12-09

Purpose of this form This form must be submitted by an Authorised Market Institution applying for approval from or notifying the DFSA concerning a change in control of the Authorised Market Institution. This form may also be used by a Controller. Authorised Market Institutions are required to complete a form for each application or notification. An Authorised Market Institution or Controller must submit an application or notification, as applicable, concerning a change in control, at least 28 days in advance of the proposed change, or immediately upon becoming aware of a proposed or actual change in control. Contents


1. Controllers – individuals

2. Controllers – undertakings

3. Details of new control or change in level of control

4. Additional information

5. Declaration

6. Attachments



Section 1 must be completed if the application/notification of a change in control relates to an

individual. Section 2 must be completed if the application/notification of a change in control relates to an

undertaking. Section 3 and 5 must be completed in respect of all applications/notifications. Please use section 4 if you wish to provide additional information that may clarify or support

your answers in sections 1-3. Questions must be fully answered and the use of abbreviations should be avoided.

Answers must be typed and the form must be signed by the Authorised Market Institution’s relevant Key Individual, Director or the relevant Controller.


3 of 10 AMI3/VER2/12-09

1. CONTROLLERS (individuals) 1.1 Title (e.g. Mr, Mrs, etc)

1.2 Family name

1.3 Other names


1.5 Date of birth (dd/mm/yyyy)

1.6 Place of birth

1.7 Passport number

Please provide a copy of the individual’s passport

1.8 Nationality


4 of 10 AMI3/VER2/12-09

1.9 Details of any directorships or partnerships held. Company/Partnership name Principal activity

Please use the additional space provided in section 4 if necessary.

1.10 Details of any other Controller positions held.

Company/Partnership Name Principal Activity Nature of Control


5 of 10 AMI3/VER2/12-09

2. CONTROLLERS (Undertakings) 2.1 Full name of Undertaking

2.2 Date of formation/establishment (dd/mm/yyyy)

2.3 Place of establishment

2.4 Postal address

2.5 Head office (if different from 2.4)

2.6 Legal status

(e.g. company, partnership, trust, etc)

2.7 Principal activity

2.8 Name of Undertaking’s Financial

Services Regulator (if applicable)

2.9 Undertaking’s website address (if

applicable)


6 of 10 AMI3/VER2/12-09

2.10 Directors/Partners of the Controller Name Job Title



7 of 10 AMI3/VER2/12-09

3. DETAILS OF NEW CONTROL OR CHANGE IN LEVEL OF CONTROL 3.1 Is the Authorised Market Institution seeking approval or making a notification under the Rules?

3.1.1 Approval

3.1.2 Notification

3.2 State the reason for approval/notification:

3.2.1 holding increase from below 10% to 10% or more;



3.2.4 holding decrease from more than 50% to 50% or less; or

3.2.5 significant management influence

3.3 Effective date (dd/mm/yyyy) / /

3.4 Total control expressed as a percentage of shares (as defined in AMI 6.1.2) %

3.5 Please provide details of how the control can be exercised



8 of 10 AMI3/VER2/12-09

4. ADDITIONAL INFORMATION

Please use this section to provide any information that may clarify or support your answers in sections 1 - 3.

Question Details


9 of 10 AMI3/VER2/12-09

5. DECLARATION 5.1 Declaration by Authorised Market Institution or Controller 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the information given in


2. I declare my understanding that the DFSA may request more detailed information (including but not limited

to, personal, educational, employment and financial information) should it be deemed necessary to adequately assess any Controller. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information contained in this form.

3. I confirm that I have the authority to declare as specified above and to sign this form. I also confirm that I

have the authority to give the consent specified above. 4. For the purposes of complying with DIFC Data Protection Law 2007, I understand that any Personal Data

provided to the DFSA will be used to discharge its regulatory functions under the Regulatory Law 2004 and other relevant legislation and may be disclosed to third parties for those purposes.

Print Name of relevant Key Individual or Director or Controller / / Signature of relevant Key Individual or Director or Controller Date


10 of 10 AMI3/VER2/12-09

6. ATTACHMENTS


1.7 Copy passport

Other Please list

PLEASE RETURN COMPLETED FORM TO: DUBAI FINANCIAL SERVICES AUTHORITY AUTHORISATION DEPARTMENT LEVEL 13, THE GATE PO BOX 75850 DUBAI, UAE

APPLICATION FORMS AND NOTICES (AFN) – REC1

Page 1 of 9 REC1/VER7/07-12

For DFSA use only

Form REC1 Application for Recognised Member status

For enquiries relating to this form please contact:

Ms. Azza Abdel-Bari (for NASDAQ Dubai applicants):

Tel +971 (0) 4 362 1585 email [email protected] or

Ms Arsheen Saulat (for DME applicants): Tel +971 (0) 4 362 1647 email [email protected]




This form must be submitted by any body corporate, partnership or unincorporated association wishing to apply to the DFSA to be a Recognised Member for the purpose of obtaining membership of an Authorised Market Institution (“AMI”) in the Dubai International Financial Centre (“DIFC”), and who has no physical presence in the DIFC.

Requirements for recognition by the DFSA are located in the REC Module of the DFSA Rulebook, which can be found on the DFSA website - www.dfsa.ae. The key criteria for recognition as a Recognised Member in section 2.5 of the REC Module. An applicant should ensure that it is familiar with the recognition criteria for recognised members.



Contents Section Title Summary of contents and who should

complete the section 1 General Information General information about the applicant and

its home jurisdiction and addresses Details of the AMI, services and products

that the application relates to Details of any current exchange or clearing

house memberships

2 Recognition status under REC Rule 2.5 Details of the applicant’s relevant Financial Services Regulator

Evidence of the applicant’s Licence or

authorisation outside of the DIFC

3 Disclosure to NASDAQ Dubai or DME Consent granted by the applicant to disclose to the relevant AMI that an application has been made

4 Declarations Declaration made by applicant that information given in this application is correct and complete



Notes for completing this form The term “applicant” refers to the entity for which Recognised Member status is being

sought. Defined terms are identified throughout this application form by the capitalisation of the initial

letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook.


avoided or defined.


Prior to completion of this form, applicants are strongly urged to read the REC Module of the

DFSA Rulebook to ensure appropriate information is provided to the DFSA. Various sections of these forms refer to specific modules and Rules within the DFSA

Rulebook and applicants are urged to familiarise themselves with the relevant Rules prior to completing the application forms.

Answers must be typed in electronic format and the form must be signed by a

Director/Partner of the applicant or, in the event that, for example, the applicant has yet to be incorporated, the Director who will be authorised in due course to sign on behalf of the applicant. Versions of this form on the DFSA’s website are in PDF format. Editable Microsoft Word versions can be obtained from the DFSA.

Applicants are reminded that any material changes to any information submitted in this

application whilst it is under consideration by the DFSA must be immediately notified to the DFSA, and that failing to provide such information may lead to an offence under Article 66 of the Regulatory Law 2004 if it causes such information to be false, misleading or deceptive at the time that the DFSA relies upon it.

Currently no fee is payable by the applicant for Recognition.



SECTION 1 - GENERAL INFORMATION About the applicant 1.1 Full name of applicant to be

recognised under REC Rule 2.5

1.2 Please give details of any

trading name(s) (if different from the name in 1.1 above) which the applicant proposes to use for the purpose of, or in connection with, any business carried on by it on the AMI for which Recognised Member status is being sought

1.3 Applicant’s registered or head

office in its home jurisdiction

1.4 Applicant’s place of business

outside of the DIFC from which its proposed AMI activities will take place, if different from the address in 1.3




this application

Position/title


Telephone number

Mobile number

Fax number



E-mail address

1.8 Legal nature of applicant

(e.g. Company, Partnership, LLP, etc)

1.9 Please indicate the name of the Authorised Market Institution (AMI) for which membership is

being sought, and for which recognition by the DFSA is required:

NASDAQ Dubai (NASDAQ Dubai)

Dubai Mercantile Exchange Ltd (DME)

[Note: definitions of the above terms are contained in GEN Rules 2.7 and 2.8 of the DFSA Rulebook] 1.10 Please indicate which of the following types of Investments will be the subject of this

application

Securities (NASDAQ Dubai only)

Derivatives (NASDAQ Dubai only)

Commodity Derivatives (DME only)

[Note: definitions of Investments and Security / Derivative are contained in GEN Appendix A2.1 and the Glossary (GLO) respectively of the DFSA Rulebook] 1.11 Please give details of the type of membership being applied for on the AMI indicated in 1.9

above. (e.g. trading member, clearing member, etc)

1.12 Please list any exchanges and clearing houses on which the applicant is currently carrying

on one or more financial services.



SECTION 2 - RECOGNITION STATUS UNDER REC RULE 2.5 2.1 Please provide details below of your Financial Services Regulator in your home jurisdiction:

Name of Financial Services Regulator

Address of Financial Services Regulator

Name of contact or supervisor at the primary Financial Services Regulator

Telephone number of the above contact or supervisor

Email of the above contact or supervisor

Scope of permitted Financial Services

2.2 Please attach a copy of the Licence or other evidence confirming the

Licence has been issued and remains current. Attached:

2.3 If applicable, please provide the details below of any additional Financial Services Regulator

which regulates the activities in relation to the Investments specified in question 1.11 not covered by the regulator in 2.1 above (where there are more than 1 please attach additional information on a separate sheet):

Name of additional Financial Services Regulator (if applicable)

Address of Financial Services Regulator

Name of contact or supervisor at the additional Financial Services Regulator

Telephone number of the above contact or supervisor

Email of the above contact or supervisor

Scope of permitted Financial Services

2.4 If applicable, please attach a copy of the additional

Licence or other evidence confirming the Licence has been issued and remains current.

N/A: Attached:



SECTION 3 – DISCLOSURE TO NASDAQ DUBAI OR DME The provision of information by the DFSA under the following consent will assist NASDAQ Dubai or DME in the determination of your firm’s membership application. It is not mandatory to provide consent. Should you not wish to provide consent, we ask that you keep NASDAQ Dubai or DME informed of the progress of your application. I consent / I do not consent to disclosure of the following information by the DFSA to the AMI indicated in section 1.9 of this application, in each case on or after the date stipulated:

(a) the fact of the filing of this application, together with the name of the applicant, on or after the date of filing with the DFSA; and

(b) a decision by the DFSA to approve this application, and whether or not approval

is or will be subject to pre conditions, on or after the date of that decision SECTION 4 - DECLARATIONS 4.1 Declaration by the applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the

information given in this application is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.

2. I agree to provide to the DFSA more detailed information upon request where the DFSA

considers such information to be necessary to adequately assess this application. I consent to the DFSA contacting any previous employers, educational institutions, professional organisations or any other organisation, to verify any information referred to.


and sign this form for, or on behalf of, the applicant. I also confirm that I have the authority to give any consent specified above, and if applicable.





Signature of Director/Partner of the applicant

Date

Name of Director/Partner of the applicant

Position/title

Please return the completed form to: Dubai Financial Services Authority Markets Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE Firms are advised to retain a copy of the form and any relevant attachments for their records.

APPLICATION FORMS AND NOTICES (AFN) – MKT1

1 of 34 MKT1/VER1/07-12

For DFSA use only

MKT1 Form Application for Prospectus Approval


Telephone: +971 4 362 1500 E-mail: [email protected]


2 of 34 MKT1/VER1/07-12

Purpose of this form This form must be submitted by an Applicant who is required to issue a Prospectus pursuant to Article 14 of the Markets Law 2012 or a Supplementary Prospectus pursuant to Article 18 of the Markets Law 2012. Note that a Prospectus may be structured either as multiple documents comprising a Summary, Registration Statement and a Securities Note or a single document containing a Summary and all the information required to be included in the Registration Statement and the Securities Note. Contents

Section Title Who should complete the section

1 Application Details To be completed by all Applicants

2 Applicants contact details To be completed by all Applicants

3 Details of Adviser Acting on Behalf of the Applicant (If applicable)

To be completed by all Applicants

4 Declaration To be completed by all Applicants

5

Appendices Appendix 1 Contents of Prospectus (Shares) Appendix 2 Contents of Prospectus (Debentures) Appendix 3 Non-Applicability Letter Appendix 4 Document Checklist

To be completed by Applicants where relevant


In this form, the term Applicant means an applicant seeking the approval of a Prospectus in accordance with the requirements prescribed in the Markets Rules (MKT) of the DFSA Rulebook.


3 of 34 MKT1/VER1/07-12

Defined terms are identified throughout this application form by the capitalisation of the initial letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA Rulebook.

A Prospectus includes the Summary, Registration Statement and Securities Note

as specified in the MKT.

Applicants must provide the identity of the Person who is or intends to be the Reporting Entity in section 1 of this form.

Applicants must complete the Registration Statement and Securities Note

checklists in Appendix 1 & 2 of this form

An Applicant must submit a non-applicability letter if the Applicant has identified one or more of the contents requirements of the Registration Statement or the Securities Note as specified in MKT as being non-applicable to the Applicant or its Securities. The template for the non-applicability letter is in Appendix 3 of this form.

Applicants must submit documents as listed in Appendix 4 of this form.

This application form on the DFSA’s website is in PDF format. Editable Microsoft Word version may be obtained from the DFSA on request.

A passport copy of the individual authorised to sign this form must be provided

with the form.

Applications will not be processed until the relevant fee is paid in full to the DFSA. Details of the fee schedule are set out in the Fees module of the DFSA Rulebook. Please make the payment by bank transfer in US Dollars to the account listed below. Cheques or bank drafts will not be accepted.

Account name Dubai Financial Services Authority Account number 020-683751-100 IBAN: AE080200000020683751100 Bank details HSBC Bank Middle East


Swift code BBMEAEAD Reference to be quoted Application fee [applicant name]

(Kindly provide a copy of the remittance advice to the DFSA)


4 of 34 MKT1/VER1/07-12

SECTION 1 – APPLICATION DETAILS 1.1 Please provide details of the Applicant and document(s) to be approved

1.2 Please provide details of the Person identified as the Reporting Entity


5 of 34 MKT1/VER1/07-12

SECTION 2 – APPLICANTS CONTACT DETAILS 2.1 Please provide details of two individuals of the Applicant or adviser(s) who are

sufficiently knowledgeable about the contents of the Prospectus to be able to answer any DFSA queries :

Contact person

Company

Position/title

Telephone number

Mobile number

Fax number

E-mail address

Contact person

Company

Position/title

Telephone number

Mobile number

Fax number

E-mail address


6 of 34 MKT1/VER1/07-12

SECTION 3 –DETAILS OF ADVISER ACTING ON BEHALF OF THE APPLICANT (OR SPONSOR IF APPLICABLE) 3.1 Relationship to the Applicant/

Reporting Entity

3.2 Advising Firm Name:

Advisers Name:

Position/title

Telephone number

Mobile number

Fax number

E-mail address


7 of 34 MKT1/VER1/07-12

SECTION 4 – DECLARATION 4.1 Declaration by the Applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry,

the information given in this application is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.

2. I agree to provide to the DFSA further or more detailed information upon request

where the DFSA considers such information is necessary to adequately assess this application.


above and sign this form for, or on behalf of, the Applicant. I also confirm that I have the authority to give any consent specified above, and if applicable.

4. For the purposes of complying with DIFC Data Protection Law 2007, I

understand that any Personal Data provided to the DFSA will be used to discharge its regulatory functions under the Regulatory Law 2004 and other relevant legislation and may be disclosed to third parties for those purposes.

5. I acknowledge my and the Applicant’s obligations and the legal implications of

approval of Prospectus/Registration Statement/Securities Note/Summary under the Markets Law 2012 and Markets Rules of the DFSA Rulebook.

Accordingly, I confirm that:

(a) all information required to be included in the Prospectus has been included therein, or if the final version has not yet been submitted, all such information will be included therein prior to its submission;

(b) all the documents and information required to be provided with this

application have been or will be supplied prior to the publication of this Prospectus in accordance with Markets Rules of the DFSA Rulebook and all other requirements of the DFSA in respect of this application have been or will be complied with;

(c) the information given in this form is true and complete and I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA;


8 of 34 MKT1/VER1/07-12

6. I further confirm that I have the authority to make this application, to declare as specified above and sign this form for, or on behalf of, the Applicant.

Signature of Director of the Applicant Date

Name of Director of the Applicant

Please return the completed form to: Dubai Financial Services Authority Markets Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE The Applicant is advised to retain a copy of this form and any relevant attachments for their records.


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SECTION 5 – APPENDICES Appendix 1 CONTENTS OF PROSPECTUS (Shares) Registration Statement Checklist (Shares)

Rule A1.1.1 Prospectus Page Reference

Comment (where applicable)

(1) Information about the Issuer

1.1General Information

a. Legal name

b. Commercial name

c. Legal form

d. Country of incorporation

e. Domicile legislation

f. Place of registration & number

g. Date of incorporation & length of life if appropriate

h Address & Telephone number registered office

I Special purpose vehicle if appropriate

1.2 Investments

a. Principal investments

b. Description of principal investments

c. Principal investments in progress, geographic distribution and financing method

(2) Operational financial overview

2.1 Actual and proposed business activities

a. Issuer’s history

b. Principal activities and business

c. Important events

c. Key factors relating to operations, product categories & services performed

e. New products, new services & status of development


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f. Principal markets, revenues by activity & by geographical market

g. Major customers, suppliers, material dependencies

h. Patents, licenses, industrial, commercial or financial contracts or new manufacturing process

i. Basis of any statement re competitive position

j. Exception factors for the item

k. Group’s activities information

2.2 Significant factors affecting income/operations

a. Significant factors affecting income from operations, unusual or infrequent events & extent income affected

b. Discussion or reasons for material change in sales or revenues

c. Governmental, economic, fiscal, monetary or political policies or factors affecting operations

2.3 Risk factors

a. Investment risk and asset acquisition risk if appropriate

b. Discussion on the effect of the risk on business, operations and financial condition

c. Risk mitigation and management

d. Risk affecting industry and jurisdiction

2.4 Production and sales trends

a. Trends in production, sales, inventory, costs and selling prices since year end to date of Registration Statement

b. (i) No adverse material change statement (ii) Details of the material adverse change

c. Trends, uncertainties, demands, commitments or events likely to affect prospects for at least past 12 months

(3) Constitution and organisational structure

3.1 Constitution

a. Objectives and purposes description

b. Provisions re Directors, senior management, administrative, management or supervisory bodies

c. Rights, preferences and restrictions on Securities


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d. Change of rights provisions and any supra legal requirements

e. Conditions governing meetings of holders of Securities

f. Provision affecting change of control

g. Shareholder ownership disclosure provisions

h. Supra legal provisions on changes in capital

i. Arrangements with investors on significant influence

j. Other provisions relevant to investors

3.2 Directors powers under constitution - A summary of the provisions on:

a. Power to vote on interested matters

b. Power to vote on remuneration

c. Power to borrow and variation thereto

d. Retirement and non-retirement matters

3.3 Group structure

a. Identity of all members of the Group

b. Description of the Group and Issuers position

c. Identity of ultimate Holding Company and domicile

d. Significant subsidiaries names, country of incorporation or domicile, proportion of ownership and voting power

(4) Assets

4.1 Property, plant and equipment

a. Existing fixed assets, leased properties and encumbrances

b. Planned acquisition of fixed assets, leased properties and encumbrances

c. Environmental issues that may affect the assets

4.2. Material contracts – A summary of:

a. Material contract over past 2 years to the date of Registration Statement

b. Contract that create obligation or entitlement which is material to the Group as at Registration Statement date

(5) Capital

5.1 Capital resources


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a. (i) Short and long term capital resources, (ii)cash flows (amounts and narrative), (iii)borrowing requirements, and (iv) funding structure and restrictions

b. Anticipated sources of funds for (i) existing and planned fixed assets, leased properties, encumbrances; and (ii) future investments

c. Holdings in significant undertakings

5.2 Certificates

Responsibilities and obligations re payments and factors affecting its ability to meet the obligations

5.3 Share capital

a. Details on issued share capital (i) the number of shares authorised; (ii) number if issued and fully or not fully paid, (iii) par or nor par value, and (iv) reconciliation of number of shares.

b. Shares not representing capital

c. Shares held by or on behalf of Issuer or its subsidiaries

d. Convertible and exchangeable securities and warrants

e. Acquisition rights or obligations

f. Historical changes in share capital

5.4 Options

Details of any options

(6) Management of the Issuer

6.1 Details relating to directors and senior managers (“Key Persons”)

a. Personal details and their principal activities, including that of (i) Directors of Issuer, (ii) Directors of holding Company, (iii) senior managers of Issuer who are also Directors, (iv) founding members and (v) any other senior managers where appropriate

b. Family or business relationship between Key Persons

c. (i) Previous Board representation and senior management position held, (ii) conviction records (iii) bankruptcy, receivership or liquidation details; (iv) public incrimination or sanctions details; and (v) negative statement of Key Persons


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d. Conflicts of interests of Key Persons or negative statement

e. Arrangements between Key Persons and major shareholders, customers or suppliers

f. Restrictions on disposal involving Key Persons

6.2 Other information relating to Key Persons

a. (i) Remuneration and benefits for last full year, and (ii) Amounts set aside or accrued for pensions, retirement or similar benefits

b. (i) Date of expiry of term of office, length of service in that office, (ii) service contract details or negative statement; (iii) audit remuneration and nomination Committees and terms of reference; and (iv) corporate Governance regime compliance

6.3 Employees

a. (i) Number Employees over historical financial information; or (ii) up to date of Registration Statement

b. Number of temporary employees if appropriate

(7) Financial information about the Issuer

7.1 Historical financial information about the issuer

a. Historical financial information covering 3 financial years (i) Historic financial information prepared in accordance with IFRS or in accordance to standards acceptable to the DFSA; (ii) audited in accordance with IAASB; or in accordance to standards acceptable to the DFSA; and (iii) and independently audited

b. Financial information not older than (i)18 or (ii)15 months as appropriate

c. Historical financial information audited

d. Audit qualifications or disclaimers

e. Any other audited financial statement

f. Source of unaudited financial data if appropriate

g. If quarterly or half yearly financial information has been published (i) whether it has been reviewed or audited; and (ii) a statement if it has not been reviewed or audited


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h. If Registration Statement is dated more than 9 months an interim financial information (i) first 6 months; (ii) including comparative statement for the period; and (iii) a statement if it unaudited

i Consolidated annual financial statement

7.2 Profit forecasts

a. Assumption for any profit forecast (i)profit forecast prepared on comparable basis; and (ii) assumption about factors under control or out of control of the Board

b. Report prepared by independent accountants

c. Outstanding profit forecasts

(8) Other information relating to the Issuer

8.1 Information about auditors

a. (i) Details of auditors; and (ii) auditors resignation, removal or non-re-appointment

8.2 Connected persons

a. (i) Connected Persons details; (ii) how the Person falls as Connected Persons; and (iii) different voting rights or a statement if not relevant

b. Negative statement if appropriate

c. If Connected Persons is a controller; (i) details of interest; and (ii) control of issuer and measures in place

d. Description of arrangements

8.3 Related Party Transactions

a. Names and address of Related Party

b. How the Person falls as Related Party

c. Details of the Related Party Transactions (i) re parties; (ii) date; (iii) value; (iv) prior shareholders’ approval; (v) arms’ length; and (iv) any future transactions

8.4 Research and development

R&D policies and amount spent

8.5 Legal and other proceedings against the Issuer

Legal or arbitration proceedings or negative statement

8.6 Other significant matters


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a. Significant matter that investors would reasonably require

b. If Certificates, significant matter affecting the underlying Securities

8.7 Concurrent offers by directors of the Issuer

a. Details of offers by Board of Directors (i) identity of member; (ii) number of shares offered; and (iii) proportion of holding

b. Statement if no such offer

(9) Responsibility for the content of Prospectus

9.1 Responsibility statement

a. Compliance with Prospectus requirements

b. Directors acceptance of responsibility

c. Joint responsibility statement from Directors and Financial Intermediary

9.2 Signing of the Prospectus by Directors of the Issuer

Date of Prospectus signing

9.3 Expert opinions included in a Prospectus

a. (i) Details of Expert; (ii) Information on material interests; and (iii) Issuer’s request and consent of Expert

b. Third party information

9.4 Special categories companies

Report by an Expert on the assets or rights of Issuer


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Securities Note Checklist (Shares)


Prospectus Section

(1) Key Information

1.1 Risk Factors

a. Risk in investing generally

b. Risk in investing in the Issuer

c. Risk in acquiring assets with proceeds of the offer

d. Impact of the risk on Issuer

e. Risk mitigation and management steps

f. Risk of the industry and the jurisdiction

g. Any material risk

1.2 Reasons for the offer

a. Amount and use of proceeds

b. Amount and sources of other funds

c. Details of use of proceeds for specific reasons

1.3 Financial Condition

Historical changes in financial condition, changes in results of operations and causes of changes

1.4 Working capital statement

Statement by the Directors

1.5 Creditworthiness of Issuer

a. Creditworthiness of issuer (i) Earnings coverage ratio, (ii) credit ratings; and (iii) Any risk factors

b. Capitalization and indebtedness

1.6 Guarantees

a. Information on guarantees (i) Any conditionality; and (ii) guarantor veto power

b. Disclosure by guarantor

(2) Information relating to the Securities offered/admitted to trading

2. 1 Type, class, and ISIN of Securities

a. Type, class, and ISIN of Securities


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Prospectus Section

b. Securities in certificate or book entry form

c. Transferability restrictions, settlement arrangement and limitation

2.2 Dividends

a. Policy on dividends

b. Amount of historical dividends

c. Fixed entitlement date

d. Entitlement time lapse

e. Restrictions

f. Rate of dividend or method of calculation

2.3 Other rights

a. Voting rights

b. Pre-emption rights

c. Right to share profits

d. Rights to surplus during liquidation

e. Redemption rights

f Conversion rights

(3) Terms and conditions of the offer

3.1 Terms and conditions of the offer

a. Number of Securities

b. Price or price range

c. Identity of seller

d. Categories of potential investors and markets


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Prospectus Section

e. Material and conflicts of interest

f. Offer details

g. Manner of allocation

h. Allotment date

i. Subscription rights

j. Effect on capital

k. Commission and fees payable

l. Underwriting details

m. Placement agents

n. Secondary market intermediaries

o. Methods of payment for the Securities

p. Return of subscription money

q. Allocation notification and conditional trading

r. Subscription application withdrawal period

s. Resolutions, authorisations, approvals for issuance

t. Convertible, exchange details

u. Procedures on pre-emption rights and subscription

v. Statement on connection of adviser with Issuer

3.2 Plan of distribution and allotment


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Prospectus Section

a. Pre-allotment details (i) institutional and retail tranches; (ii) claw-back conditions; (iii) oversubscription policies; (iv) pre-determined preferential investor treatment; (v) determination of treatment of subscription; (vi) conditions on early closing of offer; and (iv) conditions on multiple subscriptions

b. Overallotment size, period and conditions

3.3 Price stabilisation

As required in the PRS Module of the DFSA Rulebook

(4) Other information

4.1 Audit and source of information including use of expert reports

a. Audit report or summary

b. Third party information confirmation

c. Statement of a Person as an Expert (i) Details of the Person; and (ii) Issuer’s request and consent

4.2 Dilution

a. Details of dilution

b. Dilution effect on existing equity holders

4.3 Takeovers

a. Existence of mandatory takeover

b. Pervious takeover details

4.4 Investments by controllers and lock-up arrangements

a. Information on (i0 subscription by Directors, controllers and senior management; and(ii) subscription of more than 5%

b. Details of lock-up arrangements

c. Information on price disparity


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Prospectus Section

(5) Admission to trading

5.1 Details of admission to trading

a. Proposed dates for (i) admission to the Official List of Securities;(ii) admission to trading on Authorised Market Institution; and (iii) admission to listing or trading by a Financial Services Regulator or Regulated Exchange; and (iv) a comparable event

b. Actual dates of (i) admission to the Official List of Securities; ,(ii) admission to trading on Authorised Market Institution; and (iii) admission to listing or trading by a Financial Services Regulator or Regulated Exchange; and (iv) comparable event

(6) Information relating to certain classes of Securities

6.1 Certificates and Structured Products

a. Legislation and courts of competent jurisdiction

b. Details on underlying factors of Structured Products

c. Conversion of Certificates and Structured Products

d. Provisions and rights of underlying Securities (i) any voting rights; and (ii) any right to participate

e Details of paying agents

f. Commission borne by investors

g. Information on ultimate underwriter or obligor

h. Description of tax arrangement

i Bankruptcy statement on Issuers assets and credit risk

j. Details of bank where underlying Securities and assets are held

(7) Asset backed Securities

7.1 Information on:


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Prospectus Section

a. Type of assets that back the Securities (i) securities and trading details; (ii) assets contain material proportion of equity securities; (iii) assets comprise obligations not traded on exchange; (iv) assets secured by or backed by real property; (v) assets part of actively managed pool of assets; (vi) rights to substitute assets

b. Structure of transaction and rate of return (i) structure description; (ii) details of entities participating; (iii) details of sale, transfer, novation, assignment, rights, obligations and use of proceeds; (iv) interest or yield rate; (v) date or repayment of capital and return on capital; (vi) how cash flow form assets meets Issuer’s obligations; and (vii) Security linked to performance.

c. Obligors (i) general description of obligors; and (ii) description of each obligor

d Information on (i) terms and conditions of issuance; and (ii) further Securities backed by the same assets

e. Nature order and priority of entitlements of holders

f Factors that impact repayment of principal or return on capital (i) description of any insurance policies; (ii) overview of parties to arrangement; (iii) material relationship between Issuer, guarantor and obligor; (iv) principal lending criteria for loan and credit; (v) significant representations and collaterals; (vi) credit enhancements; (vii) details on swap counterparties; (viii) details on subordinated debt finance; (ix) investment parameters

g. Capacity to service payment

h. Report of performance of underlying assets


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Appendix 2 CONTENTS OF PROSPECTUS (Debentures) Registration Statement Checklist (Debentures)



(1) Information about the Issuer

1.1General Information

a. Legal name

b. Commercial name

c. Legal form

d. Country of incorporation

e. Domicile legislation

f. Place of registration & number

g. Date of incorporation & length of life if appropriate

h Address & Telephone number registered office

I Special purpose vehicle if appropriate

1.2 Investments

a. Principal investments

b. Description of principal investments

c. Principal investments in progress, geographic distribution and financing method

(2) Operational financial overview

2.1 Actual and proposed business activities

a. Issuer’s history

b. Principal activities and business


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c. Important events

c. Key factors relating to operations, product categories & services performed

e. New products, new services & status of development

f. Principal markets, revenues by activity & by geographical market

g. Major customers, suppliers, material dependencies

h. Patents, licenses, industrial, commercial or financial contracts or new manufacturing process

i. Basis of any statement re competitive position

j. Exception factors for the item

k. Group’s activities information

2.2 Significant factors affecting income/operations

a. Significant factors affecting income from operations, unusual or infrequent events & extent income affected

b. Discussion or reasons for material change in sales or revenues

c. Governmental, economic, fiscal, monetary or political policies or factors affecting operations

2.3 Risk factors

a. Investment risk and asset acquisition risk if appropriate

b. Discussion on the effect of the risk on business, operations and financial condition

c. Risk mitigation and management

d. Risk affecting industry and jurisdiction

2.4 Production and sales trends

a. Trends in production, sales, inventory, costs and selling prices since year end to date of Registration Statement

b. (i) No adverse material change statement (ii) Details of the material adverse change


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c. Trends, uncertainties, demands, commitments or events likely to affect prospects for at least past 12 months

(3) Constitution and organisational structure

3.1 Constitution

a. Objectives and purposes description

b. Provisions re Directors, senior management, administrative, management or supervisory bodies

c. Rights, preferences and restrictions on Securities

d. Change of rights provisions and any supra legal requirements

e. Conditions governing meetings of holders of Securities

f. Provision affecting change of control

g. Shareholder ownership disclosure provisions

h. Supra legal provisions on changes in capital

i. Arrangements with investors on significant influence

j. Other provisions relevant to investors

3.2 Directors powers under constitution - A summary of the provisions on:

a. Power to vote on interested matters

b. Power to vote on remuneration

c. Power to borrow and variation thereto

d. Retirement and non-retirement matters

3.3 Group structure

a. Identity of all members of the Group

b. Description of the Group and Issuers position

c. Identity of ultimate Holding Company and domicile


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d. Significant subsidiaries names, country of incorporation or domicile, proportion of ownership and voting power

(4) Assets

4.2. Material contracts – A summary of:

a. Material contract over past 2 years to the date of Registration Statement

b. Contract that create obligation or entitlement which is material to the Group as at Registration Statement date

(5) Capital

5.3 Share capital

a. Details on issued share capital (i) the number of shares authorised; (ii) number if issued and fully or not fully paid, (iii) par or nor par value, and (iv) reconciliation of number of shares.

b. Shares not representing capital

c. Shares held by or on behalf of Issuer or its subsidiaries

d. Convertible and exchangeable securities and warrants

e. Acquisition rights or obligations

f. Historical changes in share capital

(6) Management of the Issuer

6.1 Details relating to directors and senior managers (“Key Persons”)

a. Personal details and their principal activities, including that of (i) Directors of Issuer, (ii) Directors of holding Company, (iii) senior managers of Issuer who are also Directors, (iv) founding members and (v) any other senior managers where appropriate

b. Family or business relationship between Key Persons

c. (i) Previous Board representation and senior management position held, (ii) conviction records (iii) bankruptcy, receivership or liquidation details; (iv) public incrimination or sanctions details; and (v) negative statement of Key Persons


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d. Conflicts of interests of Key Persons or negative statement

e. Arrangements between Key Persons and major shareholders, customers or suppliers

f. Restrictions on disposal involving Key Persons

6.3 Employees

a. (i) Number Employees over historical financial information; or (ii) up to date of Registration Statement

b. Number of temporary employees if appropriate

(7) Financial information about the Issuer

7.1 Historical financial information about the issuer

a. Historical financial information covering 3 financial years (i) Historic financial information prepared in accordance with IFRS or in accordance to standards acceptable to the DFSA; (ii) audited in accordance with IAASB; or in accordance to standards acceptable to the DFSA; and (iii) and independently audited

b. Financial information not older than (i)18 or (ii)15 months as appropriate

c. Historical financial information audited

d. Audit qualifications or disclaimers

e. Any other audited financial statement

f. Source of unaudited financial data if appropriate

g. If quarterly or half yearly financial information has been published (i) whether it has been reviewed or audited; and (ii) a statement if it has not been reviewed or audited

h. If Registration Statement is dated more than 9 months an interim financial information (i) first 6 months; (ii) including comparative statement for the period; and (iii) a statement if it unaudited

i Consolidated annual financial statement


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7.2 Profit forecasts

a. Assumption for any profit forecast (i)profit forecast prepared on comparable basis; and (ii) assumption about factors under control or out of control of the Board

b. Report prepared by independent accountants

c. Outstanding profit forecasts

(8) Other information relating to the Issuer

8.1 Information about auditors

a. (i) Details of auditors; and (ii) auditors resignation, removal or non-re-appointment

8.2 Connected persons

a. (i) Connected Persons details; (ii) how the Person falls as Connected Persons; and (iii) different voting rights or a statement if not relevant

b. Negative statement if appropriate

c. If Connected Persons is a controller; (i) details of interest; and (ii) control of issuer and measures in place

d. Description of arrangements

8.5 Legal and other proceedings against the Issuer

Legal or arbitration proceedings or negative statement

8.6 Other significant matters

a. Significant matter that investors would reasonably require

b. If Certificates, significant matter affecting the underlying Securities

(9) Responsibility for the content of Prospectus

9.1 Responsibility statement

a. Compliance with Prospectus requirements

b. Directors acceptance of responsibility

c. Joint responsibility statement from Directors and Financial Intermediary

9.2 Signing of the Prospectus by Directors of the Issuer


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Date of Prospectus signing

9.3 Expert opinions included in a Prospectus

a. (i) Details of Expert; (ii) Information on material interests; and (iii) Issuer’s request and consent of Expert

b. Third party information

9.4 Special categories companies

Report by an Expert on the assets or rights of Issuer


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Securities Note Checklist (Debentures)


Prospectus Section

(1) Key Information

1.1 Risk Factors

a. Risk in investing generally

b. Risk in investing in the Issuer

c. Risk in acquiring assets with proceeds of the offer

d. Impact of the risk on Issuer

e. Risk mitigation and management steps

f. Risk of the industry and the jurisdiction

g. Any material risk

1.5 Creditworthiness of Issuer

a. Creditworthiness of issuer (i) Earnings coverage ratio, (ii) credit ratings; and (iii) Any risk factors

b. Capitalization and indebtedness

1.6 Guarantees

a. Information on guarantees (i) Any conditionality; and (ii) guarantor veto power

b. Disclosure by guarantor

(3) Terms and conditions of the offer

3.1 Terms and conditions of the offer

a. Number of Securities

b. Price or price range

c. Identity of seller

d. Categories of potential investors and markets

e. Material and conflicts of interest


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Prospectus Section

f. Offer details

g. Manner of allocation

h. Allotment date

i. Subscription rights

j. Effect on capital

k. Commission and fees payable

l. Underwriting details

m. Placement agents

n. Secondary market intermediaries

o. Methods of payment for the Securities

p. Return of subscription money

q. Allocation notification and conditional trading

r. Subscription application withdrawal period

s. Resolutions, authorisations, approvals for issuance

t. Convertible, exchange details

u. Procedures on pre-emption rights and subscription

v. Statement on connection of adviser with Issuer

3.3 Price stabilisation

As required in the PRS Module of the DFSA Rulebook

(4) Other information

4.1 Audit and source of information including use of expert reports

a. Audit report or summary


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Prospectus Section

b. Third party information confirmation

c. Statement of a Person as an Expert (i) Details of the Person; and (ii) Issuer’s request and consent

(5) Admission to trading

5.1 Details of admission to trading

a. Proposed dates for (i) admission to the Official List of Securities;(ii) admission to trading on Authorised Market Institution; and (iii) admission to listing or trading by a Financial Services Regulator or Regulated Exchange; and (iv) a comparable event

b. Actual dates of (i) admission to the Official List of Securities; ,(ii) admission to trading on Authorised Market Institution; and (iii) admission to listing or trading by a Financial Services Regulator or Regulated Exchange; and (iv) comparable event

(7) Asset backed Securities

7.1 Information on:

a. Type of assets that back the Securities (i) securities and trading details; (ii) assets contain material proportion of equity securities; (iii) assets comprise obligations not traded on exchange; (iv) assets secured by or backed by real property; (v) assets part of actively managed pool of assets; (vi) rights to substitute assets

b. Structure of transaction and rate of return (i) structure description; (ii) details of entities participating; (iii) details of sale, transfer, novation, assignment, rights, obligations and use of proceeds; (iv) interest or yield rate; (v) date or repayment of capital and return on capital; (vi) how cash flow form assets meets Issuer’s obligations; and (vii) Security linked to performance.

c. Obligors (i) general description of obligors; and (ii) description of each obligor

d Information on (i) terms and conditions of issuance; and (ii) further Securities backed by the same assets

e. Nature order and priority of entitlements of holders


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Prospectus Section

f Factors that impact repayment of principal or return on capital (i) description of any insurance policies; (ii) overview of parties to arrangement; (iii) material relationship between Issuer, guarantor and obligor; (iv) principal lending criteria for loan and credit; (v) significant representations and collaterals; (vi) credit enhancements; (vii) details on swap counterparties; (viii) details on subordinated debt finance; (ix) investment parameters

g. Capacity to service payment

h. Report of performance of underlying assets


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Appendix 3 – Non Applicability Letter Template [Adviser/Sponsor letterhead] To: The Dubai Financial Services Authority [Insert Date] Non-applicability Confirmation regarding [details of the Issuer/Securities]) In connection with the Prospectus Offer of the above Issuer and following consideration of the Markets Rules of the DFSA Rulebook and consultation with the DFSA, we consider the following requirements are non-applicable and there is no equivalent information available with respect to the requirements in relation to the Prospectus Offer. No Non-Applicable MKT Requirements Signature Name Designation


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Appendix 4 – Document Checklist

Documents for Approval of Prospectus Comments

1 Application for approval of Prospectus

2 Prospectus

3 Copy of any document incorporated by reference in the Prospectus

4 IPO Timetable

5 Sponsor’s declaration

6 Final Checklist

7 Non-applicability letter

8 Prescribed Fee

All documents submitted must be in a final form no later than the intended date of Prospectus approval.


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For DFSA use only

MKT2 Form Application for Admission of Securities to the Official List of Securities of the DFSA




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This form must be submitted by any Person which proposes to seek an admission of Securities to the Official List of Securities maintained by the DFSA. This application must be made pursuant to Chapter 9 (The Listing Rules) of the Markets Rules of the DFSA Rulebook (MKT). Contents

Section Title Who should complete the section

1 General Information To be completed by all Applicants

2 Details of Security To be completed by all Applicants

3 Trading Details To be completed by all Applicants

4 Additional Information To be completed where relevant

5 Exempt Securities To be completed where relevant

6 Islamic Product To be completed where relevant

7 Declaration To be completed by all Applicants

8 Appendices


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Notes for completing this form In this form, the term “Applicant” means an applicant for admission of Securities to

the Official List of Securities of the DFSA and includes, where the context requires, the Issuer.

In this form, a reference to Securities is a reference to the Securities of the Issuer or,

where the context requires, the Securities for which the Applicant is or proposes to be a Reporting Entity but not the Issuer.

In this form, a reference to the “Listing Rules” is a reference to Chapter 9 of the MKT

and relevant appendices. Defined terms are identified throughout this application form by the capitalisation of

the initial letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA Rulebook.

Questions must be answered fully and the use of abbreviations or acronyms should

be avoided or such acronym clearly defined. Do not leave any questions blank. If a question is not applicable this should be

indicated in the response section. Failure to answer questions or provide full responses may delay the progress of the application.

Prior to completion of this form, Applicants are strongly urged to read the Markets

Law 2012 and MKT to ensure appropriate information is provided to the DFSA. Answers must be typed in electronic format and the form must be signed by a

Director of the Applicant. Applicants are reminded that any material changes to any information submitted in

this application whilst it is under consideration by the DFSA must be immediately notified to the DFSA, and that failing to provide such information may lead to an offence under Article 66 of the Regulatory Law 2004 if it causes information submitted to the DFSA to be false, misleading or deceptive at the time that the DFSA relies upon it.

The application will not be processed until the relevant fee is paid in full to the DFSA.

Details of the fee schedule are set out in the Fees module of the DFSA Rulebook. Please make the payment by bank transfer in US Dollars to the account listed below. Cheques or bank drafts will not be accepted.


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Account name Dubai Financial Services Authority Account number 020-683751-100 IBAN: AE080200000020683751100 Bank details HSBC Bank Middle East


Swift code BBMEAEAD Reference to be quoted Application fee [applicant name]

(Kindly provide a copy of the remittance advice to the DFSA)


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SECTION 1 - GENERAL INFORMATION About the Applicant 1.1 Full name of Applicant:

1.2 Applicant’s registered office

address

Applicant’s contact person for this application

Position/title

Telephone number

Mobile number

Fax number

E-mail address

1.5 Company website address:

1.6 Financial year-end:

1.7 Name of the adviser or

sponsor

Adviser/sponsor’s address (if relevant)

1.3 Name and address of transfer agent/share registrar and any paying agent:

1.4 Name and address of the Applicant’s current auditors, accounting standards and, auditing standards of the Applicant (or the Issuer):


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Adviser/sponsor’s contact person

Position/title

Telephone number

Mobile number

Fax number

E-mail address

1.8 Issuer’s ongoing contact

person name

Issuer’s ongoing contact person address

Position/title

Telephone number

Mobile number

Fax number

E-mail address

1.9 Country and date of incorporation and registration:


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SECTION 2 – DETAILS OF SECURITY 2.1 ISIN code(s) the Securities which are to be admitted to the Official List of Securities

2.2 Type of issue for which application is being made and details of any proposed

distribution of the Securities: (For example: IPO, Rights, Placing, Open Offer, Debt Issuance Programme, Warrants)


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2.3

Amount and full description of each class of Security for which application is now being made: (For example: 30,000,000 common shares of 10 cents each fully paid). Where the Securities are to be issued under an issuance programme, please give a description of the programme and the maximum amount of Securities that may be listed at any one time.

2.4 Expected size of offering: ( if relevant)

2.5 Expected market cap post issue (US$) (In the case of Debentures, the total net

tangible assets of the Applicant):


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2.6 Are the Securities for which application is now made identical in all respects:

With each other? Yes: No:

With an existing class of Security? Yes: No:

If you answered NO to either question, how do the Securities differ and, if relevant, when will they become identical?


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SECTION 3 – TRADING DETAILS 3.1 The name of the proposed AMI on which the Securities of the Applicant are

intended be traded:

3.2 The name of the proposed settlement system and details regarding the clearing and

settlement arrangements for the Securities:

3.3 The name of any other stock exchange on which any Securities of the Applicant are

already listed and/or traded or an application for listing or trading has been made:

3.4 An Exempt Offeror who intends to issue Securities in dematerialised form must

state the date when the definitive certificates in respect of the Securities for which this application relates will be issued :


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SECTION 4 – ADDITIONAL INFORMATION 4.1 Please provide details of two individuals of the Applicant (or Issuer where relevant)

who will be the Reporting Entity’s main points of contact with the DFSA in relation to continuing disclosure and other obligations under MKT:

Contact person

Position/title

Telephone number

Mobile number

Fax number

E-mail address

Contact person

Position/title

Telephone number

Mobile number

Fax number

E-mail address

4.2 Address at which the listing documents (and all the material documents that the

listing documents states will be available for inspection) will be available to the public and the date of publication of the listing documents:


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4.3 Particulars of any litigation or material claims made against the Applicant or Issuer or any member of the Applicant or Issuer’s group in the last five (5) years or which is pending or threatened against the Applicant or any member of the Applicant or Issuer’s group, or an appropriate negative statement:

4.4 Has the Issuer or Reporting Entity (if different), in any jurisdiction, ever been refused

an admission to listing or trading of any of its securities by a market operator or regulatory/listing authority or had to withdraw its application for admission to listing or trading for any reason? If yes, please provide details for such refusal or withdrawal?”


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SECTION 5 – Exempt Securities 5.1 Where application is made for Exempt Securities without a Prospectus, explain in detail as to why the exemptions in 2.4 of the Markets Rules apply or if you are an Exempt Offeror, state the basis of the exemption.


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SECTION 6 – ISLAMIC SECURITIES 6.1 Background information on the originator:

6.2 A description of the transaction and structure of the issue including the Islamic

concept adopted:

6.3 Details on the utilisation of the proceeds:

If the proceeds are to be utilised for a specific project, details of that project must be included.


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6.4 Details of any assets, including

Type of asset:

Value of underlying asset:

Location:

Usage:

Periodic Distribution date:

Redemption date:

6.5 Details of the Shari’a Advisory Board, including the identity, qualification and

experience of every member of the Board


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6.6 Describe how you propose to review the extent to which the Securities and the underlying assets comply with fatwas, rulings and guidelines issued by the Shari’a Advisory Board:


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SECTION 7 - DECLARATION 7.1 Declaration by the Applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry,

the information given in this application is complete and correct. I understand that it is an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information where the concealment of such information is likely to mislead or deceive the DFSA.

2. I agree to provide to the DFSA further or more detailed information upon request

where the DFSA considers such information is necessary to adequately assess this application.


above and sign this form for, or on behalf of, the Applicant. I also confirm that I have the authority to give any consent specified above, and if applicable.

4. For the purposes of complying with DIFC Data Protection Law 2007, I

understand that any Personal Data provided to the DFSA will be used to discharge its regulatory functions under the Regulatory Law 2004 and other relevant legislation and may be disclosed to third parties for those purposes.

5. I acknowledge my and the Applicant’s obligations under the Listing Rules. Accordingly I declare:

a. that all the eligibility criteria for listing in the Listing Rules which are

required to be fulfilled prior to application have been fulfilled;

b. all the documents and information required to be included in the application have been or will be supplied in accordance with the Listing Rules and all other requirements of the DFSA in respect of the application have been or will be complied with;

c. there are no legal or regulatory restrictions that prevent the listing by the

DFSA of the Securities for which application is now made;

d. there are no other facts bearing on our application which, in our opinion, should be disclosed to the DFSA; and

e. that the Applicant and where different, the Issuer, are in compliance with

the requirements of all Securities regulators that regulate the Applicant or the Issuer and in compliance with the rules and regulations of any other exchange on which the Applicant or the Issuer’s Securities listed and/or traded.


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6. Where application for admission is made with respect to Exempt Securities, I confirm that between the date of this application form and the date of admission the Applicant or the Issuer will not take any action that would otherwise require the publication of a prospectus in respect of the Securities which form the subject of this application.



Please return the completed form to: Dubai Financial Services Authority Markets Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE Applicants are advised to retain a copy of the form and any relevant attachments for their records.


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SECTION 8 – APPENDICES Appendix 1 SHAREHOLDER STATEMENT Name of Applicant: Name of Sponsor:

Summary of shareholdings:

Number of securities

Number of holders Percentage of issued equity share capital

Shares in public hands:

sponsor (including market makers

securities house(s) assisting with marketing (if any) (including market makers)

employees * other public SUB TOTAL Shares not in public hands:

TOTAL 100% Signature of Director of the Applicant Date


Please return the completed form to: Dubai Financial Services Authority Markets Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE


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Applicants are advised to retain a copy of the form and any relevant attachments for their records.


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Appendix 2 PRICING STATEMENT (Where relevant) Name of Applicant: Name of Sponsor: Description of equity shares: Total number of equity shares being placed/offered:

Date of announcement of terms, or placing agreement :

Percentage discount if any Where the discount is greater than 10% was shareholder approval sought?

Yes / No



Please return the completed form to: Dubai Financial Services Authority Markets Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE Applicants are advised to retain a copy of the form and any relevant attachments for their records.


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Appendix 3 - Document Checklist

* Documents to be provided in final form to the DFSA on the day DFSA would consider the application in accordance with Rule 9.4.5 of MKT. Note: The DFSA may require an Applicant to submit additional documents to verify any information submitted to the DFSA.

Documents

Comments

1 Application Form

2 Prospectus or Approved Supplementary Prospectus

3 Confirmation on the number of Shares to be allotted (where relevant)

4 Copy of announcement of Securities details (where relevant)

5 Copy of Shari’a pronouncement (where relevant)

6 Shari’a trust instrument (where relevant)

7 Copy of all material transaction documents (where relevant)

8 * Completed shareholder statement (Appendix 1 form)

9 * Completed pricing statement (Appendix 2 of this form)


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For DFSA use only

MKT3 Form Sponsor’s Declaration




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Notes for completing this form Defined terms are identified throughout this declaration form by the capitalisation of

the initial letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook.

The DFSA requires the original of the completed sponsor’s declaration. No facsimiles

will be accepted. The declaration must be signed and initialled manually where necessary and not mechanically or electronically.

This declaration form is in PDF format on the DFSA’s website. Editable Microsoft

Word version can be obtained from the DFSA on request. A passport copy of the individual authorised to sign this declaration must be provided

with this declaration.


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SPONSOR’S DECLARATION ON AN APPLICATION FOR PROSPECTUS APPROVAL Click here to enter a date. I Insert full Name, insert full title, of insert name of sponsor, sponsor for the Prospectus Offer made by insert name of the Issuer, hereby declare that to the best of my knowledge and belief and having made due and careful enquiry, that the Directors of insert name of the Issuer: (a) have satisfied all applicable conditions and other relevant requirements under the Markets Rules in relation to the Offer of Securities to the Public or admission of Securities to trading on an Authorised Market Institution; (b) have a reasonable basis on which to make the working capital statement required by the DFSA in accordance with Appendix 1.2.1(1.4) of the Markets Rules of the DFSA Rulebook (MKT) and such statement is properly made and based on reasonable assumptions; (c) have put in place systems and controls to enable them to comply with the disclosure requirements in accordance with the MKT on the date of the Prospectus Offer and on an on-going basis; and (d) have put in place systems and controls which provide a reasonable basis for the Directors to make a balanced, comprehensive and understandable assessment, on an on-going basis, as to the financial position and prospects of the Issuer and its group in accordance with Appendix 2.1.1(6.1), (6.2) & (6.3) of the MKT. I further confirm that: (a) we have acted with due care and skill in relation to the provision of sponsor

services;

(b) we have taken reasonable steps to satisfy ourselves that the Directors of the Issuer understand their responsibilities and obligations under the MKT;

(c) any information or explanation which the DFSA may reasonably require to verify whether the MKT are being, and has been, complied with by insert name of the Issuer has been provided to the DFSA;

(d) all matters known to us which, in our reasonable opinion, should be taken into

account by the DFSA in considering the application for Prospectus approval and admission to the Official List of Securities by insert name of the Issuer have been disclosed with sufficient prominence in the Prospectus; and

(e) the information given in this form is true and complete and I understand that it is

an offence under Article 66 of the Regulatory Law 2004 to provide to the DFSA any information which is false, misleading or deceptive or to conceal information


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where the concealment of such information is likely to mislead or deceive the DFSA;

I confirm that I have the authority to declare and confirm as specified above and sign this declaration form for and on behalf of insert name of sponsor.

Signature of Director/Senior Executive Officer of the sponsor

Date

Name of Director/Senior Executive Officer

Company stamp or seal

Please return the completed form to: Dubai Financial Services Authority Markets Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE The sponsor is advised to retain a copy of this form and any relevant attachments for record purposes.


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For DFSA use only

MKT4 Form Application for a Waiver & Modification Form




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1. ISSUER’S DETAILS

1.1 Name of Applicant (Issuer or Reporting Entity)

1.2

Contact person within Issuer


(incl. area code)

Fax

E-mail


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2. DETAILS OF WAIVER OR MODIFICATION SOUGHT 2.1 State the Rulebook reference the number of the Rule(s) to which this application relates?

Are you applying to completely waive the Rule, or for a modification of the Rule only? If a modification, provide a draft of the modification sought.

2.2 Please describe briefly what is the desired outcome of the proposed Rule waiver? 2.3 Are you applying for a variation of an existing waiver? If so, give the waiver number.

3. RESEARCH AND REASONS 3.1 Confirm that you have checked the waivers published by the DFSA for any precedent. If

you are applying based on a precedent, give the previous waiver number. 3.2 Give a full and clear explanation as to why you need the proposed waiver or modification. 3.3 Are you content for the waiver to be published? If no, state your reasons. 4. ADDITIONAL INFORMATION

Please use this section to provide any information that may clarify or support your answers in sections1 – 3.


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5. DECLARATION Declaration by the Applicant 1. I declare that, to the best of my knowledge and belief, having made due enquiry, the


2. I confirm that I have the authority to make this application on behalf of the Applicant, to

declare as specified above and sign this form on behalf of the Applicant. Print Name of Senior Executive Officer or Compliance Officer* Signature of Senior Executive Officer or Compliance Officer* Date Company stamp or seal *Delete as appropriate

APPLICATION FORMS AND NOTICES (AFN) – DNF1

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Form DNF1 Designated Non-Financial Businesses and Professions (DNFBP) Registration Form

Name of DNFBP


(+9714 362 1500) before considering completing an application.

(For DFSA use only)


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Purpose of this form This form must be submitted by Designated Non-Financial Businesses and Professions (DNFBP) in order to register with the DFSA. In some cases, the DFSA may require additional information in order to complete the registration. If this is necessary, the DFSA will contact the nominated contact identified in section 3. Contents

This form consists of the below sections:

1. DNFBP Details

2. DNFBP Business

3. Contact Person

4. Declaration

5. Attachments



You should read and be familiar with the Designated Non-Financial Business and Professions module

(DNF) of the DFSA's Rulebook prior to completing this form.


response section. Answers must be typed and the form must be signed by a Director/Partner.

Please ensure any supporting documentation is clearly labelled and securely attached.


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1. DNFBP DETAILS

1.1 Full or proposed name of DNFBP to be registered

1.2 DNFBP registered office in DIFC(Please indicate if current or

proposed)

1.3 DNFBP principal place of business in DIFC, if different from 1.2.

1.4 DNFBP head office if different from 1.2




1.8 Legal status (e.g. Company, LLP, Partnership, etc)

1.9 Date and place of incorporation/ formation of DNFBP

Note: Please attach a copy of the DNFBPs certificate of incorporation/ company registration (if applicable). If in the

process of being formed, please state “in formation”.

2. DNFBP Business 2.1 Please select the DNFBP that relates to your business (as defined in DNF)

2.1.1 Real estate developer or agent (DNF 2.1.1(1)(a))

2.1.2 Dealer in precious metal/ stones (DNF 2.1.1(1)(b))

2.1.3 Dealer in high value goods (DNF 2.1.1(1)(c))

2.1.4 Law firm, notary, other independent

legal business and accounting, audit and insolvency firms (DNF 2.1.1(1)(d))

2.1.5 Company services provider (DNF 2.1.1(1)(e))

2.1.6 Single Family Offices (DNF 2.1.1(1)(f))


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3. Contact Person for AML/CTF & Sanctions Issues 3.1 Please nominate an individual within your firm who will act as the point of contact for the DFSA about

this notification for registration and compliance with any obligations and requirements in DNF. 3.2.1 Family name/other names




3.2.5 Please state the country(ies) and place(s) of issue of the contact person’s passport(s)

3.2.6 Job title/level within the DNFBP


Fax

E-mail

4. DECLARATION 4.1 Declaration by the firm 4.1.1 I declare that, to the best of my knowledge and belief, having made due enquiry, the information


4.1.2 I agree to provide the DFSA with further or more detailed information upon request where the DFSA

considers such information necessary to process this registration. 4.1.3 I confirm that I have the authority to make this notification, to declare as specified above and sign this

form for, or on behalf of, the DNFBP. 4.1.4 For the purposes of complying with DIFC Data Protection Law 2007, I understand that any Personal

Data provided to the DFSA will be used to discharge its regulatory functions under the Regulatory Law 2004 and other relevant legislation and may be disclosed to third parties for those purposes.


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/ /


Date

5. ATTACHMENTS


1.9 Certificate of Incorporation/ Company Registration

Other Please List
