The DFSA Sourcebook - Thomson Reuters · 2020. 1. 22. · Part 3: Supplement notes Asset management supplement notes 21 Banking and lending supplement notes 22 Insurance supplement

AFN/VER51/01-20

The DFSA Sourcebook

Application Forms and Notices

(AFN)

APPLICATION FORMS AND NOTICES (AFN)

AFN/VER51/01-20

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 CF Applying for Authorisation – Crowdfunding Supplement AUT PFS Public Fund Supplement AUT EMPS Applying for Authorisation – Employee Money Purchase Scheme

Supplement AUT EFF Deleted – go to https://eportal.dfsa.ae to log onto the DFSA

ePortal and submit online the FUND form AUT QIFM Deleted – Applicants must email

[email protected] to get access to the DFSA ePortal to submit online the FUND MANAGER form

AUT QIF Deleted – go to https://eportal.dfsa.ae to log onto the DFSA ePortal and submit online the FUND form

AUT EFM External Fund Manager Form AUT EXF Deleted – go to https://eportal.dfsa.ae to log onto the DFSA

ePortal and submit online the FUND form AUT REP Deleted – Representative Office applicants must email

[email protected] to get access to the DFSA ePortal to submit online the AUT REP form

AUT CON Applications and Notifications Concerning a Change in Control AUT IND1 Deleted – go to https://eportal.dfsa.ae to log onto the DFSA

ePortal and submit online the Authorised Individual status or Principal Representative Application

AUT IND2 Deleted – go to https://eportal.dfsa.ae to log onto the DFSA ePortal and submit online the Application to vary an Authorised Individual or withdraw an Authorised Individual/Principal Representative

AUT IND3 Deleted – go to https://eportal.dfsa.ae to log onto the DFSA ePortal and submit online the Application to vary an Authorised Individual or withdraw an Authorised Individual/Principal Representative

https://eportal.dfsa.ae/

mailto:[email protected]








AFN/VER51/01-20

AUT IND4 Deleted – go to https://eportal.dfsa.ae to log onto the DFSA ePortal and submit online the Authorised Individual status or Principal Representative Application

AUT IND5 Application for authorisation - Key Individual status AUT IND6 Application to extend or vary - Key Individual status AUT IND7 Application to withdraw - Key Individual status AUT CRA Applying for Authorisation as a Credit Rating Agency

3 SUP FORMS SUP1 Reporting Return Coversheet SUP2 Deleted – please use GEN1 Form SUP3 Application Cell Company – Insurance SUP4 Application to vary a Licence SUP5 Application to request an endorsement on the Licence of a new

applicant firm or add or remove an endorsement on the Licence of an existing firm

SUP6 Deleted – go to https://eportal.dfsa.ae to log onto the DFSA ePortal and submit online the SUP6 - Applying to withdraw a licence form

4 GEN FORMS GEN1 Request for a waiver or modification GEN2 Notification of appointment, resignation and termination of an

Auditor

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

6 AMI FORMS AMI1 Reporting Return Coversheet AMI2 Deleted – please use GEN1 Form AMI3 Applications and Notifications Concerning a Change in Control

7 REC FORMS REC1 Application for Recognised Member Status

8 MKT FORMS

MKT1 Application for the Approval of a Prospectus and the Admission of Securities to the Official List MKT2 Deleted – please use MKT1 Form MKT3 Sponsor’s Declaration MKT4 Deleted – please use GEN1 Form




AFN/VER51/01-20

9 DNFBP FORMS DNF1 Deleted - applicants for registration as a DNFBP must email

[email protected] to get access to the DFSA ePortal to submit online the DNF1 - Designated Non-Financial Business or Profession (DNFBP) Registration form

DNF2 Deleted – go to https://eportal.dfsa.ae to log onto the DFSA ePortal and submit online the DNF2 - Designated Non-Financial Business or Profession (DNFBP) Changes to registration details form

10 AML FORMS AML Deleted – go to https://eportal.dfsa.ae to log onto the DFSA

ePortal and submit online the AML Return

11 AUD FORMS AUD1 Audit Principal Notification AUD2 Withdrawal of Audit Principal

AUD3 Registration as a Registered Auditor AUD4 Registration as an Audit Principal AUD5 Application to withdraw a registration as a Registered Auditor AUD6 Registered Auditor – Money Laundering Reporting Officer AUD7 Deleted – go to https://eportal.dfsa.ae to log onto the DFSA

ePortal and submit online the AUD7 Annual Information Return.

12 FPR FORMS

PASSPORT Go to https://eportal.dfsa.ae to log onto the DFSA ePortal and

submit online the PASSPORT - Fund Passporting form







AFN/VER51/01-20

1 INTRODUCTION

1.1 Application

Guidance

This Sourcebook is relevant to a Person to whom GEN, CIR, AMI, COB, REC, MKT, AML,

AUD or FPR 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 69 AUT– NOTES/VER10/02-17

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 various Fund forms, 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

4

Which forms / supplements do you complete? 4-7

Notes for completing the forms and supplements 8

Part 1: Core Information form notes

Section 1. Declarations 9

Section 2. General information 9-15

Section 3. Regulatory business plan (also refer to Part 2 of these notes) 15

Section 4. Prudential regulatory reporting 15

Section 5. Fit and proper questionnaire 15

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

Introduction and background 16

Strategy and rationale for establishing in the DIFC 16

Organisational structure 17

Management structure and organisation (corporate governance) 17

Proposed resources (non-financial) 18

High level controls 18

Financial projections 19

Miscellaneous: Financial Services 19-20

Part 3: Supplement notes

Asset management supplement notes 21

Banking and lending supplement notes 22

Insurance supplement notes 23-24

Islamic Finance Business supplement notes 25

Public Fund supplement notes 26-31

Sales and trading supplement notes 32-33

Part 4: Exempt Funds: Form Notes

Exempt Fund form notes 34-42

Part 5: Qualified Investor Funds: Notes

Qualified Investor Fund: Domestic Fund Manager Form notes 43

Qualified Investor Fund: Fund Notification Form notes 48

Part 6: External Fund Manager Form notes

External Fund Manager Form notes 53



Part 7: External Fund: Notification Form notes

External Fund: Notification Form notes 56

Part 8: Representative Office form notes

Representative Office form notes 61-62

Part 9: Credit Rating Agency form notes

Credit Rating Agency form notes 63-65

Part 10: Other information

Becoming authorised 66-69



The purpose of the Core information form, Fund Forms 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 or QIF), please use the Exempt Fund form or QIF Domestic Fund Manager 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.

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.

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

http://www.dfsa.ae/



Form / Supplement Financial Services

other Financial Service(s).

Asset management Supplement

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 Deals in Investments • Advising on Financial Products • Dealing in Investments as Agent • Arranging Custody • Providing Custody • Arranging Credit and Advising on Credit

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

Banking and lending Supplement

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 Supplement

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 • Arranging Deals in Investments • Arranging Custody • Providing Custody • Arranging Credit and Advising on Credit Please note that you should also submit the Core Information form and any other appropriate supplements.

Islamic Finance Business Supplement

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 Supplement 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 Supplement

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.

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.

Qualified Investor Fund: Domestic Fund Manager Form

This form must be submitted by applicants applying to conduct the Financial Service of: • Managing a Collective Investment Fund which is a Qualified Investor

Fund, and • Advising on Financial Products (in relation to QIFs only being managed by

the applicant) If this is the only activity that the applicant firm intends to undertake then you are not required to submit the Core Information Form (“AUT-CORE”). However, if you wish to carry on any other Financial Services activities then please submit the Form AUT-CORE in addition to this form. If this is the case then please only provide responses to Questions 1, 2, 21, 22, 23, 24 and 25.



Qualified Investor Fund: Fund Notification Form

Complete this form if you are seeking to notify the DFSA that you are establishing a Qualified Investor Fund in the DIFC.

External Fund Manager Form

Complete this form if you are seeking to establish a presence as an External Fund Manager based in a reputable jurisidiction seeking to establish and manage a Fund in the DIFC. It can do so without having to obtain a DFSA Licence. External Fund Managers can manage funds in the DIFC ranging from Public Funds, Exempt Funds and Qualified Investor Funds.

External Fund: Notification Form

Complete this form if you are a Fund Manager which is an Authorised Firm in the DIFC which is seeking to establish a Fund in a jurisdiction other than the DIFC.



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.

http://www.dfsa.ae/



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 - Declaration This section should be completed by all applicants.

Section 2 - 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 3 - Regulatory business plan

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

Section 4 – 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 5 – Fit and Proper questionnaire

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 Deals in Investments;

• Managing Assets;

• Advising on Financial Products;

• 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;

• Providing Fund Administration; and

• Arranging Credit and Advising on Credit.



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 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


Page 23 of 69 AUT – NOTES/ VER10/02-17

Insurance supplement notes

This section contains information that may assist you in completing the insurance supplement (Form AUT-INS). Each note relates to a question in that Form. For example, IN8 below provides information to assist you to complete the question at IN8 of the Form.

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.

IN7. You need to answer this question only if your staff engage in direct distribution of your products (by arranging and/or advising). See in particular GEN Rule 2.15.1(2). Please describe your systems and controls to ensure appropriate staff skills, competencies and knowledge.

Section 3: Conduct of business risks to clients and markets

IN8. 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 to 7. 12.15.

IN9. To answer this question, please refer to the definitions of the terms ‘Insurance Agent’ and ‘Insurance Broker’ in the Glossary Module of the DFSA Rulebook.

IN10

If under the insurance agency agreement/s (such as coverholder agreements or mandates) you will have the authority to underwrite in or from the DIFC, you need an Insurance Management Licence. If underwriting decisions are made outside the DIFC, you will need an Insurance Intermediation Licence. If your authority to underwrite in or from the DIFC is subject to a limit, you will still need an Insurance Management Licence.

Please provide details of the agency agreements you will have to identify the type of Licence you will need. Such details should include the list of Insurers you intend to use over the next 12 months, whether or not you act or will act under agency agreements with those Insurers, where underwriting decisions are made, and any limitations on the scope of the authority. Please provide copies of such agreements.



IN11. Please describe the systems and controls you will have in place to address conflicts of interests if you act both as an Insurance Agent and Insurance Broker. See Guidance under COB Rule 7.9.1.

Section 4: Retail Insurance

IN12. You need to answer this question only if you intend to be an Insurer whose staff engage in direct distribution of your Contracts of Insurance (by arranging and/or advising). See in particular GEN Rule 2.15.1(2).

IN13. You need to answer this question if you intend to be an Insurance Intermediary providing your services to Retail Clients.

IN14. You need to answer this question if you intend to underwrite as agent of a Non-DIFC Insurer in retail markets.

You may not carry on such activity without the DFSA’s prior approval of the non-DIFC Insurers for whom you intend to underwrite.

To apply for the DFSA’s prior approval of such an Insurer, you need to set out in your application the details specified in the Guidance to COB Rule 7.2.6 i.e. sufficient information to establish that the non-DIFC insurer for which it proposes to act is fit and proper and is subject to adequate regulation in its home jurisdiction.



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.



IF18. -

IF19. -


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: Declaration X X X X X

Section 2: Information about the Domestic Fund Manager

X X X

Section 3: Information about the Trustee*

X X X X X

Section 4: Documentation for a Domestic Fund Manager

X X X

Section 5: Documentation for an External Fund Manager

X X

Section 6: Information about a Fund

X X X X X

Section 7: Documentation for a Fund

X X X X X

Section 8: Disclosure X X X

Section 9: Additional Declaration for External Fund Manager

X X X

* Only applies to Investment Trusts



Section 1: Declarations- This section should be completed by all applicants.

Section 2: 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. Please also provide details of any arrangements put in place where the Fund Manager has availed itself of the requirements in CIR 13.4.2 and 13.4.2B for Public Property Funds and CIR 13.3.1 for Private Equity Funds.

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 3: 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 4: Documentation for a Domestic Fund Manager PF19. Please see CIR sections 8.2 and 8.12 as well as CIR APP 1.

Section 5: 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 6: 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.


Property Fund ( the following 6 questions only apply if you intend to manage a Property Fund)



PF46. Please see CIR Rule 13.4.5 and 13.4.10.

PF47. Please see CIR Rule 13.4.18 – 13.4.21


PF49. Please see CIR Rules 13.4.11A to 13.4.16.

PF50. Please see CIR Rules 14.4.2, 14.4.3 and, if applicable, 14.4.4, 14.4.4A, 14.4.4B.

Real Estate Investment Trust (the following question only apply’s if you intend to manage a Real Estate Investment Trust)

PF51. Please see CIR section 13.5.

Islamic Fund ( the following 2 questions only apply if you intend to manage an Islamic Fund)

PF52. Please see IFR Rule 6.2

PF53. Please see IFR 6.2.1 (2)

PF54. Please see IFR 6.2.1 (3)

PF55. Please see IFR 6.5.

PF56. Please see IFR Rule 6.1

Feeder Fund (the following 2 questions only apply if you intend to manage a Feeder Fund)

PF57. Please see CIR 13.2


Fund of Funds (the following question only apply’s if you intend to manage a Fund of Funds)

PF59. Please see CIR Rule 13.1

Umbrella Funds (the following question only apply’s if you intend to manage an Umbrella Fund)

PF60. Please see CIR Rule 13.7



Money Market Funds (the following question only apply’s if you intend to manage a Money Market Fund)

PF61. Please see CIR Rule 3.1.11 including Guidance Notes 3 & 4.





Additional information about an External Fund PF64. 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.

PF65. Give the name of the supervisory contact person from the relevant regulator including postal address, telephone number, fax number and e-mail address.

PF66. -


PF68. If you wish any of the DFSA Rules waived or modified you must submit the Form SUP 2.

Section 7: Documentation for a Fund PF69. The Constitution of the Fund must be in compliance with CIR Chapter 7 and CIR APP5.

PF70. 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.

PF71. The Prospectus of the Fund must be in compliance with CIR Chapter 14, CIR Appendix 7 and CIR Rule 10.4.

PF72. 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.

PF73. Please see CIR 9.3.1

PF74. 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 8: Disclosure- This section should be completed by all applicants.

Section 9: 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

as a Domestic Fund Manager

Variation of License as a Domestic Fund Manager


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

Section 1: Declaration X X X X

Section 2: General Information

X X X

Section 3: Contact Details

X X X


X X


X X


X

Section 7: Compulsory supporting documents for a Fund Manager

X X X

Section 8: Fees for a Domestic Fund Manager Application / Domestic Fund (Initial Annual Fee)

X X X X

Section 9: Prudential Regulatory Reporting for a Domestic Fund Manager

X X

Section 10: Fit & Proper Questionnaire X X X

Section 11: Information about the Fund X X X X

Section 12: Disclosure

X X X X


X



Section 1: Declaration This section should be completed by all applicants.

Section 2: General information EF1. -

EF2. -

EF3. We are seeking information about the legal nature of your Firm. Please refer to GEN Rule 7.2.2.

EF4. 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.

EF5. 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.

EF6. Give the name of the supervisory contact person from the relevant regulator including postal address, telephone number, fax number and e-mail address.

EF7. Please refer to GLO for the definition of Islamic Financial Business.

EF8. If the company is going to be formed in the DIFC, please answer ‘in formation’.

EF9. Your financial year-end will be used to determine the regulatory reporting requirements.

EF10. 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 3: Contact details EF11. 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.

EF12. If you do not have an adviser assisting you with this application, please go to question EF14.

EF13. 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.

EF14. 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.

EF15. Whether you are a DIFC entity or non-DIFC entity, please provide your head office address.

EF16. -

EF17. 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.

EF18. -

Section 4: Information about the Domestic Fund Manager EF19. 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.



EF20. In relation to the Custody of the Fund Property, please confirm compliance with the applicable requirements in CIR 13.4.2A.

EF21. Please provide details regarding the custodial arrangements put in place by the Fund Manager whether this is via an Eligible Custodian or Self Custody if the Fund Manager avails itself of such an option if the Fund takes the form of a Property Fund and Private Equity Fund.

EF22. 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.

EF23. 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.

EF24. 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.

EF25. Please see CIR section 9.3 regarding auditors.

EF26. 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.

EF27. Please see CIR Chapter 9.

EF28. If you wish to have any of the DFSA Rules waived or modified you must submit the Form SUP 2.


EF29. 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.

EF30. 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.

EF31. - EF32. -

EF33. 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.

EF34. 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:


• 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.

EF35. 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.

EF36. -

EF37. -

Section 6: Documentation for an External Fund Manager EF38. 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.

EF39. -

EF40. 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:


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



• 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.

EF41. Please refer to the notes in EF38.

Section 7: 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.

EF42. 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.

EF43. 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.

EF44. Compliance monitoring programme

• Your programme should document how compliance is monitored within the business units.

EF45. 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.

EF46. 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.

Section 8: Fees for a Domestic Fund Manager Application / Domestic Fund (Initial Annual Fee)

Details of fees can be found in the Fees module of the DFSA Rulebook.

Section 9: Prudential Regulatory Reporting for a Domestic Fund Manager

EF47. Please refer to GEN section 8.2 to determine the accounting standards to be used in preparing your financial accounts and statements.

EF48. -

Section 10: Fit and Proper Questionnaire EF49-54. 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 11: Information about the Fund General information EF55 Please see CIR Rule 7.1.4.

EF56 Please refer to Article 16(4) of the Collective Investment Law for the Domestic Fund criteria.

EF57 Please see Article 26 of the Collective Investment Law for the permitted form of a Domestic Fund.

EF58 Please see CIR Chapter 3 or IFR Chapter 6.

EF59 Please see the applicable parts of CIR Chapter 3.

EF60 -

EF61 -

EF62 -

Additional information about an External Fund EF63 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.


(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.

EF64 Give the name of the supervisory contact person from the relevant regulator including postal address, telephone number, fax number and e-mail address.

EF65 -

EF66 Please see CIR Rule 6.2.2

EF67 If you wish any of the DFSA Rules waived or modified you must submit the Form SUP 2.

Compulsory Supporting Documents for a Fund EF68 The Constitution of the Fund must be in compliance with CIR Chapter 7 and CIR APP5.

EF69 The Prospectus of the Fund must be in compliance with CIR Chapter 14 and CIR Rule 12.2.



Section 12: Disclosure This section should be completed by all applicants.

Section 13: Additional Declaration for an External Fund Manager This section should be completed by an External Fund Manager only.



Part 5: Qualified Investor Funds

Qualified Investor Funds: Domestic Fund Manager form notes

This section contains information to assist you to complete the Qualified Investor Fund: Domestic Fund Manager form. Each note relates to a question in the Qualified Investor Fund: Domestic Fund Manager form e.g. QM5 below provides information to assist you in completing the question at QM5 of the Qualified Investor Fund: Domestic Fund Manager form.

Section 1: Declaration

This section should be completed by all applicants.

Section 2: General information QM1. Please provide the full name of the firm applying to be licensed as a Fund Manager.

QM2. This form can be used for either an applicant to be an Authorised Firm or an Authorised Firm making a separate request to the DFSA to change the scope of its current Licence in respect of Managing a Collective Investment Fund which is a Qualified Investor Fund. In addition to this we are also seeking to determine whether you will be providing advice in respect of the QIFs which you intend to manage.

QM3. We are seeking information about the legal nature of your Firm. Please refer to GEN Rule 7.2.2.

QM4. There are generally two types of firms applying to be Authorised Firms: DIFC entities and non-DIFC entities (or Branches).

a. DIFC entities are firms that have been created under DIFC legislation, such as DIFC

Company Law or DIFC General Partnership Law.

b. 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.

QM5. 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 to section 2-5 of the RPP Sourcebook module.

QM6. If the company is going to be formed in the DIFC, please answer ‘in formation’.

QM7. Your financial year-end will be used to determine the regulatory reporting requirements.

QM8. 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.

QM9. Give the name of the supervisory contact person from the relevant regulator including postal address, telephone number, fax number and e-mail address.

QM10. Please refer to GLO for the definition of Islamic Financial Business.

Section 3: Contact details QM11. 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 a back-up.

QM12. If you do not have an adviser assisting you with this application, please go to question QM14.

QM13. 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.

QM14. You need to give the registered address for the DIFC operation. 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.

QM15. You need to give the full address of the 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.

QM16. Whether you are a DIFC entity or non-DIFC entity, please provide your head office address.

QM17. -

QM18. 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.

QM19. -

Section 4: Nature of Applicant’s Business and intended activities in the DIFC QM20. The DFSA will review the proposed activities to ensure that they are within the scope of a Fund

Manager managing Qualified Investor Funds set out in the Collective Investment Rules Module (CIR) and the General Rules Module (GEN) of the DFSA Rulebook. Please describe what systems and controls the firm will have in place to ensure it conducts the activities of a Fund Manager which is managing Qualified Investor Funds.

QM21. The following provides a brief summary regarding the structure of funds expressed in the form: IC (Investment company) GLO definition: An open or closed ended company established for the sole purpose of collective investment which is incorporated under the DIFC Companies Law in accordance with the Regulations made under that Law. IP (Investment partnership) GLO definition: A limited partnership established for the sole purpose of collective investment which is formed and registered under the Limited Partnership Law 2006 in accordance with the Regulations made under that Law. IT (Investment trust) GLO definition: An express trust created solely for collective investment purposes under the Investment Trust Law 2006.

QM22. -

Section 5: Information about the Fund Manager QM23. Please confirm whether or not the Fund Manager will ensure that it meets the various

requirements set out in the Collective Investment Law, Collective Investment Rules and the General Module (GEN) of the DFSA Rulebook.

QM24. If you wish to have any of the DFSA Rules waived or modified you must submit the Form SUP 2.

Section 6: Anti-Money Laundering QM25. Please consult the Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Module

(AML) of the DFSA Rulebook before confirming that appropriate arrangements are in place.



Section 7: Documentation for a Fund Manager

QM26. 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. Please refer to GEN Rule 11.8.3 for the definition of Controller.

QM27. Staff organogram including reporting lines This should identify the senior management / key 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.

QM28. - QM29. -

QM30. 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.

QM31. 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:


• Profit and loss account, split into income streams

• Cash flow statement (if applicable)* and

• 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.

QM32. Evidence of source of funds for start-ups 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.

QM33. -

QM34. -

Section 8: 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.

QM35. Compliance manual This is a critical document which will impact the decision as to whether the firm should be authorised. The DFSA prefers the compliance procedures to be incorporated in one manual. Once you receive authorisation, our Supervision team will visit your offices 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.

QM36. 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.

• Ensure compliance with the DFSA’s Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Module (AML).

QM37. Compliance monitoring programme Your programme should document how compliance is monitored within the business units.

QM38. 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. Please 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.

Section 9: Fees for a Fund Manager Application


Section 10: Prudential Regulatory Reporting for a Fund Manager

QM39. Please refer to GEN section 8.2 to determine the accounting standards to be used in preparing your financial accounts and statements.

QM40. -

Section 11: Fit and Proper Questionnaire QM41-47. 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.







Qualified Investor Funds: Fund Notification Form notes

This section contains information to assist you to complete the Qualified Investor Fund: Notification form. Each note relates to a question in the Qualified Investor Fund: Notification form e.g. QF5 below provides information to assist you to complete the question at QF5 of the Qualified Investor Fund: Notification form.



Section 2: Contact details EX1. Please provide the full name of the Fund Manager.

EX2. 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 a back-up.

EX3. If you do not have an adviser assisting you with this application, please go to question QF5.

EX4. You may have a professional adviser assisting you with this application. Please tick yes if the DFSA should copy any correspondence in relation to this application to the adviser.

Section 3: Fund Structure and Investment Policy EX5. Please provide the full name of the Fund.

EX6. You should confirm whether or not the Fund meets the various requirements set out in Article 16(5) of the Collective Investment Law.

EX7. Fund Structure. Please tick the applicable boxes. Multiple boxes may be used for any one fund if applicable. The following provides a brief summary regarding the structure of funds expressed in the form: Investment company GLO definition: An open or closed ended company established for the sole purpose of collective investment which is incorporated under the DIFC Companies Law in accordance with the Regulations made under that Law. Investment partnership GLO definition: A limited partnership established for the sole purpose of collective investment which is formed and registered under the Limited Partnership Law 2006 in accordance with the Regulations made under that Law. Investment trust GLO definition: An express trust created solely for collective investment purposes under the Investment Trust Law 2006. Master Fund See CIR 3.1.4 Feeder Fund See CIR 3.1.5 Umbrella fund See CIR 3.1.10.



EX8. Type of Fund. Please tick the applicable boxes. Multiple boxes may be used for any one fund if applicable. The following provides a brief summary regarding the types of funds expressed in the form: Traditional Essentially the same as a standard mutual fund, such a fund is long-only, unleveraged, with returns driven largely by the performance of the market or an asset class and with no performance-based fees. Private equity A fund investing in an asset class consisting of equity securities and, to a lesser extent, debt in operating companies that are not publicly traded on an exchange Money market A Fund that invests in short-term (less than one year) debt securities such as T-bills, CDs and commercial paper. REIT See CIR 3.1.8 Islamic See CIR 3.1.2 Hedge fund See CIR 3.1.9 Fund of funds See CIR 3.1.3 ETF A fund containing a portfolio designed to replicate the performance of a major index or benchmark, capable of being traded like any other exchange-traded security throughout the trading day. CTA Essentially, a hedge fund specialising in using futures, options on futures, and forwards to implement its investment strategy. Index tracker A fund designed to replicate the performance of an index or benchmark (compare ETF). Venture capital A private equity fund investing in start-up and (generally) small businesses with significant growth potential and characterised as being high-risk/high-return opportunities. Real Property (Real Estate) See CIR 3.1.7 Managed currency A fund seeking to profit from considered investments in foreign exchange.

EX9. Asset classes invested into by the Fund. Please tick the applicable boxes. Multiple boxes may be used for any one fund if applicable. The following provides a brief summary regarding the asset classes expressed in the form: Equities (Shares) Shares of ownership in publicly held companies. See GEN A2.1.1 (a)



Real Property (Real estate) GLO definition: Land or buildings, whether freehold or leasehold, where the unexpired term of any lease exceeds 20 years. Money market investments (Bills/Notes/Commercial Paper etc.) Liquid, short-term, fixed income securities issued by governments or firms Government bonds Fixed income securities issued by governments Futures/options For definitions see GEN A2.3.1 Infrastructure Basic physical systems and businesses such as water, power, transport systems, communication systems Credit incl. corporate bonds Fixed income securities and loans issued by corporations Microfinance As an asset class, investments are generally made in microfinance institutions (MFIs) which in turn make micro-loans to new businesses in the developing world.

EX10. Investment strategy used by the Fund. Please tick the applicable boxes. Multiple boxes may be used for any one fund if applicable. The following provides a brief summary regarding the investment strategies expressed in the form: Long-only The fund holds only ‘long’ positions in assets and securities Long-short The fund holds long positions in securities it expects to increase in value and short positions in securities (in the same asset class as the long positions) which it expects to decrease in value or to hedge the long positions against general market exposure. Short bias The fund maintains a net short exposure to the market through a combination of short and long positions. Market neutral The fund seeks to avoid any form of overall market exposure by utilising ‘matching’ long and short positions in different securities in the same market. Emerging market The fund invests primarily or exclusively in the securities of a developing country or group of developing countries. Merger arbitrage (risk arbitrage) The fund seeks to profit from opportunities arising from extraordinary corporate events such as M&A and Leveraged Buyouts (LBOs) by taking appropriate positions in the securities associated with the event. (see Event driven). Event driven (special situation) The fund seeks to exploit pricing inefficiencies that may occur before or after a corporate event, such as a bankruptcy, merger, acquisition, or spinoff. (see Merger arbitrage).



Statistical arbitrage Typically the fund trades pairs (or larger baskets) of stock that its quant models show as having a fairly persistent relationship statistically, shorting the relatively overpriced stock and buying the relatively underpriced stock and profiting from the anticipated convergence. Quantitative The fund selects investments and may also execute the trading decision based on quantitative models. Dividend arbitrage The fund seeks to profit from dividend-paying stocks by holding the relevant stock through the ex-dividend date while hedging the long position in the stock with in-the-money put options. Balanced A traditional fund that combines a stock component and fixed income component, allowing the fund to switch between a moderate risk weighting (more equity) and a conservative (more fixed income) weighting. Convertible bond arbitrage The fund seeks to profit on any mispricing between a convertible bond and its underlying stock. Fixed income arbitrage The fund seeks to profit from temporary pricing mismatches between related securities by taking ‘off-setting’ long and short positions, often with leverage, while limiting exposure to interest rate changes. Distressed securities The fund seeks to profit from holding securities trading at a discount to par value in firms experiencing financial or operational distress, bankruptcy etc., often by trying to influence the process of restructuring. Volatility arbitrage The fund seeks to profit from volatility changes in market indices or individual name securities, without being affected by the direction of the price movement. Global macro The fund implements opportunistic trading strategies to profit from shifts in macroeconomic trends. Multi-strategy Typically the fund is organised as separate trading groups, each specialising in a specific investment strategy, with fund capital being allocated dynamically across strategies depending on the expected investment opportunities.

EX11. -

EX12. -

EX13. -

Section 4: Management and Operation of the Fund EX14. You should confirm whether or not the Fund Manager’s personnel responsible for managing the

fund have relevant and up-to-date experience in managing such funds.

EX15. Please provide details regarding the minimum amount which an investor can invest into the fund.

EX16. In relation to the Custody of the Fund Property, please confirm compliance with the applicable requirements in CIR 12A 3.1.



EX17. Please confirm the frequency of the Net Asset Valuation (NAV) calculation.

EX18. Please advise which of the fee structures are applicable to the fund’s investors. Multiple fee structures may apply.

EX19. The fund manager has a duty to act in the best interests of the Unitholders and, if there is a conflict between the Unitholders’ interests and its own interests, to give priority to the Unitholders’ interests. On this basis please provide details of any particular risk areas in which potential conflicts may arise and how the firm intends to disclose and manage such conflicts with Unitholders.

EX20. If you have been granted any waivers or modifications of the DFSA Rules prior to submitting this form please provide the Notice number. Please note that this notification will not be accepted until any policy issues and waivers/modifications are resolved.

Section 5: Parties to the Fund

Please provide details regarding any third parties who may provide a service to the fund by way of delegation or outsourcing arrangement. Where relevant details should include name, address, regulatory status and whether an agreement is in place. These agreements are not required to be submitted to the DFSA as part of this application. However such agreements should be ready for inspection should the DFSA request sight of them.

Section 6: Compulsory Supporting Documents for a Fund EX21. Please confirm you have attached the Constitution of the Fund.

EX22. Please confirm you have attached the Information Memorandum of the Fund.

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






Part 6: External Fund Manager Form notes External Fund Manager Form notes

This section contains information to assist you to complete the External Fund Manager form. Each note relates to a question in the External Fund Manager form e.g. EM5 below provides information to assist you in completing the question at EM5 of the External Fund Manager form.



Section 2: Additional Declaration for an External Fund Manager

This section should be completed by all applicants applying as an External Fund Manager and by either

the Appointed Fund Administrator or Appointed Trustee.

Section 3: General Information EM1. Please provide the full name of the firm applying as an External Fund Manager.

EM2. We are seeking information about the legal nature of your Firm. Please refer to GEN Rule 7.2.2.

EM3. -

EM4. -

EM5. 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.

EM6. -

Section 4: Contact details EM7. You need to give the full address of the current place of business in your jurisdiction.

EM8. You need to give the registered address for the operation in your jurisdiction

EM9. 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 a back-up.

EM10. If you do not have an adviser assisting you with this application, please go to question EM12.

EM11. 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.

EM12. State the name of your auditor, their address, the relevant contact person, telephone number and fax number.

Section 5: Regulatory Details EM13. Give the name of the supervisory contact person from the relevant regulator including postal

address, telephone number, fax number and e-mail address.

EM14. -

EM15. We need this information to determine that you have the equivalent authorisation/license in your jurisdiction to manage a collective investment fund in the DIFC.

EM16. -



Section 6: Nature of Applicant’s Business and intended activities in the DIFC EM17. The DFSA will review the proposed activities to ensure that they are within the scope of an

External Fund Manager of a DIFC domiciled fund as set out in the Collective Investment Rules Module (CIR) of the DFSA Rulebook. Please describe what systems and controls the firm will have in place to ensure it conducts the activities of a Fund Manager which is managing a domestic fund.

EM18. The following provides a brief summary regarding the structure of funds expressed in the form: IC (Investment company) GLO definition: An open or closed ended company established for the sole purpose of collective investment which is incorporated under the DIFC Companies Law in accordance with the Regulations made under that Law. IP (Investment partnership) GLO definition: A limited partnership established for the sole purpose of collective investment which is formed and registered under the Limited Partnership Law 2006 in accordance with the Regulations made under that Law. IT (Investment trust) GLO definition: An express trust created solely for collective investment purposes under the Investment Trust Law 2006.

EM19. -

EM20. Please refer to COB Rule 2.3 of the DFSA Rulebook in relation to the definitions for types of clients.

Section 7: Documentation for an External Fund Manager EM21. 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.

EM22. -

EM23. An External Fund Manager must be subject to regulation by a financial services regulator in a Recognised Jurisdiction or otherwise acceptable to the DFSA with respect to managing a collective investment fund. You should refer to the DFSA’s Recognised Jurisdiction Notice on the DFSA website. If your jurisdiction does not appear on this Notice you will be required to demonstrate to the DFSA that you are from an acceptable jurisdiction. In order to do so you are required to carry out a comparative analysis of your jurisdiction’s regulated fund regime against that of the DFSA and highlight where any gaps exist. Where such gaps exist you should also demonstrate controls you intend to implement to match DFSA requirements. As part of your submission you should provide the comparative analysis including gaps and remedies.

EM24. 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:


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



• 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.

EM25. Please refer to the notes in EM24.

Section 8: 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.

EM26. Compliance manual The manual should ensure compliance with the relevant DFSA Rules.

EM27. 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.

• Ensure compliance with the DFSA’s Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Module (AML).

EM28. Compliance monitoring programme Your programme should document how compliance is monitored within the business units.

EM29. 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.

Section 9: Fit and Proper Questionnaire EM30-36. 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.





Part 7: External Fund Notification Form notes

External Fund Notification Form notes This section contains information to assist you to complete the External Fund Notification form. Each note relates to a question in the notification form e.g. EX5 below provides information to assist you to complete the question at EX5 of the External Fund Notification form.



Section 2: Contact details EX1. Please provide the full name of the Fund Manager.

EX2. 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 a back-up.

EX3. If you do not have an adviser assisting you with this application, please go to question EX5.

EX4. You may have a professional adviser assisting you with this application. Please tick yes if the DFSA should copy any correspondence in relation to this application to the adviser.

Section 3: External Fund Structure and Investment Policy EX5. Please provide the full name of the Fund.

EX6. Fund Structure. Please tick the applicable boxes. Multiple boxes may be used for any one fund if applicable. The following provides a brief summary regarding the structure of funds expressed in the form: Investment company GLO definition: An open or closed ended company established for the sole purpose of collective investment which is incorporated under the DIFC Companies Law in accordance with the Regulations made under that Law. Investment partnership GLO definition: A limited partnership established for the sole purpose of collective investment which is formed and registered under the Limited Partnership Law 2006 in accordance with the Regulations made under that Law. Investment trust GLO definition: An express trust created solely for collective investment purposes under the Investment Trust Law 2006. Other Please specify if your fund is not an investment company, investment partnership or investment trust i.e. it may be a Unit Trust in the UK. Master Fund See CIR 3.1.4 Feeder Fund See CIR 3.1.5 Umbrella fund See CIR 3.1.10.



EX7. Type of Fund. Please tick the applicable boxes. Multiple boxes may be used for any one fund if applicable. The following provides a brief summary regarding the types of funds expressed in the form: Traditional Essentially the same as a standard mutual fund, such a fund is long-only, unleveraged, with returns driven largely by the performance of the market or an asset class and with no performance-based fees. Private equity A fund investing in an asset class consisting of equity securities and, to a lesser extent, debt in operating companies that are not publicly traded on an exchange Money market A Fund that invests in short-term (less than one year) debt securities such as T-bills, CDs and commercial paper. REIT See CIR 3.1.8 Islamic See CIR 3.1.2 Hedge fund See CIR 3.1.9 Fund of funds See CIR 3.1.3 ETF A fund containing a portfolio designed to replicate the performance of a major index or benchmark, capable of being traded like any other exchange-traded security throughout the trading day. CTA Essentially, a hedge fund specialising in using futures, options on futures, and forwards to implement their investment strategy. Index tracker A fund designed to replicate the performance of an index or benchmark (compare ETF). Venture capital A private equity fund investing in start-up and (generally) small businesses with significant growth potential and characterised as being high-risk/high-return opportunities. Real Property (Real Estate) See CIR 3.1.7 Managed currency A fund seeking to profit from considered investments in foreign exchange.

EX8. Asset classes invested into by the Fund. Please tick the applicable boxes. Multiple boxes may be used for any one fund if applicable. The following provides a brief summary regarding the asset classes expressed in the form: Equities (Shares) Shares of ownership in publicly held companies. See GEN A2.1.1 (a)



Property (Real estate) GLO definition: Land or buildings, whether freehold or leasehold, where the unexpired term of any lease exceeds 20 years. Money market investments (Bills/Notes/Commercial Paper etc.) Liquid, short-term, fixed income securities issued by governments or firms Government bonds Fixed income securities issued by governments Futures/options For definitions see GEN A2.3.1 Infrastructure Basic physical systems and businesses such as water, power, transport systems, communication systems Credit incl. corporate bonds Fixed income securities and loans issued by corporations Microfinance As an asset class, investments are generally made in microfinance institutions (MFIs) which in turn make micro-loans to new businesses in the developing world.

EX9. Investment strategy used by the Fund. Please tick the applicable boxes. Multiple boxes may be used for any one fund if applicable. The following provides a brief summary regarding the investment strategies expressed in the form: Long-only The fund holds only ‘long’ positions in assets and securities Long-short The fund holds long positions in securities it expects to increase in value and short positions in securities (in the same asset class as the long positions) which it expects to decrease in value or to hedge the long positions against general market exposure. Short bias The fund maintains a net short exposure to the market through a combination of short and long positions. Market neutral The fund seeks to avoid any form of overall market exposure by utilising ‘matching’ long and short positions in different securities in the same market. Emerging market The fund invests primarily or exclusively in the securities of a developing country or group of developing countries. Merger arbitrage (risk arbitrage) The fund seeks to profit from opportunities arising from extraordinary corporate events such as M&A and Leveraged Buyouts (LBOs) by taking appropriate positions in the securities associated with the event. (see Event driven). Event driven (special situation) The fund seeks to exploit pricing inefficiencies that may occur before or after a corporate event, such as a bankruptcy, merger, acquisition, or spinoff. (see Merger arbitrage).



Statistical arbitrage Typically the fund trades pairs (or larger baskets) of stock that its quant models show as having a fairly persistent relationship statistically, shorting the relatively overpriced stock and buying the relatively underpriced stock and profiting from the anticipated convergence. Quantitative The fund selects investments and may also execute the trading decision based on quantitative models. Dividend arbitrage The fund seeks to profit from dividend-paying stocks by holding the relevant stock through the ex-dividend date while hedging the long position in the stock with in-the-money put options. Balanced A traditional fund that combines a stock component and fixed income component, allowing the fund to switch between a moderate risk weighting (more equity) and a conservative (more fixed income) weighting. Convertible bond arbitrage The fund seeks to profit on any mispricing between a convertible bond and its underlying stock. Fixed income arbitrage The fund seeks to profit from temporary pricing mismatches between related securities by taking ‘off-setting’ long and short positions, often with leverage, while limiting exposure to interest rate changes. Distressed securities The fund seeks to profit from holding securities trading at a discount to par value in firms experiencing financial or operational distress, bankruptcy etc., often by trying to influence the process of restructuring. Volatility arbitrage The fund seeks to profit from volatility changes in market indices or individual name securities, without being affected by the direction of the price movement. Global macro The fund implements opportunistic trading strategies to profit from shifts in macroeconomic trends. Multi-strategy Typically the fund is organised as separate trading groups, each specialising in a specific investment strategy, with fund capital being allocated dynamically across strategies depending on the expected investment opportunities.

EX10. -

EX11. -

EX12. -

Section 4: External Fund Requirements EX13. This is the jurisdiction in which you have established the fund.

EX14. Please specify the name of the relevant fund laws, rules, regulations which are applicable to the fund in its jurisdiction. This should also include the fund category i.e. exempt fund, public fund, etc.

EX15. Please advise whether you are allowed to target retail clients to invest in the fund in its jurisdiction.



EX16. Please advise what AML legislation applies to the fund in your jurisdiction. As an example for DIFC domestic fund this would be the AML Module of the DFSA Rulebook.

EX17. Please advise whether the jurisdiction in which the fund is domiciled complies with the Financial Action Task Force (FATF) Recommendations. These Recommendations are used as the international standard.

EX18. The contact person named should be the person who is responsible for the regulatory authorisation and ongoing supervision of the fund.

EX19. Please confirm which entities will distribute the fund.

EX20. The Fund Manager of an External Fund must: (c) 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

(d) 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 to the Fund in that jurisdiction.

A Fund Manager of an External Fund is generally not subject to the requirements that otherwise apply to 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.


(d) 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;

(e) 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

(f) Whether the relevant jurisdiction complies with the FATF or other relevant international standards or requirements.

EX21. If you have been granted any waivers or modifications of the DFSA Rules prior to submitting this form please provide the Notice number. Please note that this notification will not be accepted until any policy issues and waivers/modifications are resolved.

Section 5: Parties to the Fund

Please provide details of any third parties who may provide a service to the fund by way of delegation or outsourcing arrangement. Where relevant, details should include name, address, regulatory status and whether an agreement is in place. These agreements are not required to be submitted to the DFSA as part of this application. However such agreements should be ready for inspection should the DFSA request sight of them.

Section 6: Compulsory Supporting Documents for a Fund EX22. Please confirm you have attached the Information Memorandum of the Fund.





Part 8: 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 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 9: 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 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 10: 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.

http://www.complinet.com/dfsa/display/display.html?rbid=1547&record_id=20367



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 DIF and for copies of the application forms.



http://www.dfsa.ae/Pages/ContactUs/ContactUs.aspx

APPLICATION FORMS AND NOTICES (AFN) – AUT- CORE

Page 1 of 12 AUT-CORE/VER22/01-20

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 of the Financial Services listed in Section 4 of this form, as defined in the GEN Module of the DFSA Rulebook. If the Financial Service you propose to carry on is limited to either acting as a Fund Manager of an Exempt Fund1, Operating a Representative Office2 or Operating a Credit Rating Agency3 please submit the specific forms in the AFN Module for those activities.

Name & Prudential Category4 of Applicant Firm

Before you start to complete this form please note the following: 1. The Notes for Applicants (AUT-NOTES) 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.

2. Please note that in addition to this form, you are likely to be required to complete other supplementary forms relevant to your proposed Financial Services activities.

3. If you require more space please attach additional information as appendices, making clear which question the

information refers to.

1 Please use Form AUT EFM 2 Please use Form AUT REP 3 Please use Form AUT CRA 4 Please refer to PIB 1.3 of the DFSA Rulebook



SECTION 1: DECLARATIONS 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.

Authorised signatory* Date

Name

Position/title*

*Please explain the basis of your authority for signing e.g. Board Member, Senior Executive, Partner, proposed SEO.



SECTION 2: REGULATORY BUSINESS PLAN You are expected to submit a Regulatory Business Plan (“RBP”) with this form.

• Please refer to Part 2 of AUT-NOTES which sets out what you should include in a RBP*.

• Please attach your RBP and refer to it as appropriate in answering questions within this form. *The RBP should include, but not be limited to, the following:

➢ A clear analysis of your business model, the Financial Services activities the firm wishes to undertake (setting out exactly what it will be doing within each activity), its products and its customers.

➢ Your controls, processes, procedures, governance and Management Information Systems that relate to your business model and risks involved in that business model.

➢ Financial projections and the underlying assumptions of those projections. ➢ Details of staff (including all key personnel such as your Chairman, your SEO, your Chief Risk

Officer, Compliance Officers, etc., as appropriate) and your Remuneration Policy (including the incentive plans and bonus structures, if applicable).

➢ An inventory of relevant risks and their mitigants, and an analysis of potential conflicts of interest (how they will be managed, monitored and recorded).

SECTION 3: GENERAL INFORMATION

CF1. Full name of the firm applying for authorisation together with any proposed Trading Name(s).

(Please ensure that all names are consistent with the DFSA’s naming policy as set out in Chapter 10 of the Regulatory Policy and Process Sourcebook (“RPP”), Chapter 10).

CF2. Legal nature of the applicant.

CF3. Are you a subsidiary / new entity (i.e. a DIFC entity), or a branch (i.e. a non-DIFC / foreign recognised) entity?

CF4. Please provide details of the date and place of incorporation and Financial year end (dd/mm) of both your immediate and ultimate corporate Controllers.

CF5. Are there any existing entities in the DIFC to which the applicant firm is related5? If so, please provide full details.

CF6. Does the applicant firm or a Controlling Entity have a long term bond rating? If so, please provide full details, including the rating agency and date the rating was issued.

CF7. Are you a start-up entity? (Please see definition and explanation of DFSA approach at RPP 2.5).

Yes No

CF8. Are you, your parent or your head office regulated? Yes No

If yes, please provide contact details of the regulator responsible for the authorisation and ongoing supervision of you, your Parent or your head office, including:

• specific supervisor name:

• email address:

• telephone number:

• postal address:

5 Please refer to PIB 4.4.6 for an explanation of the criterion for “Related Person”



Contact details

CF9. Please provide the names of:

• the contact person for all matters relating to this application, including telephone, fax, e-mail and postal address;

• the firm’s Chairman (for a start-up firm), or parent company / head office Chairman for subsidiaries and branches, including telephone, fax, e-mail and postal address. This information might not be used during the application process, but is required for longer-term communication purposes.

CF10. Name and contact details of professional adviser(s) assisting with the application, if any.

Please explain the precise scope of the service(s) being provided by each professional adviser. For example:

• who is responsible for the preparation of the various compliance, AML/CTF/Sanctions and risk manuals, policies, procedures and related documentation?

• who provided any legal opinion(s) (if applicable)?

• who prepared the financial projections?

CF11. Would you like us to copy in your adviser on any correspondence? Yes No

If so, please state precisely to whom our correspondence should be addressed.

CF12. Registered and current / proposed business address for the DIFC operation, if known.

CF13. Your head office address (if different to CF12).

CF14. List all applicable websites.

Controllers and source of funding

CF15. Please identify all your Controllers and ultimate beneficial owners (“UBOs”). Please provide the name, date of birth and a passport number (and a copy where available) for each non-corporate Controller and for each of the board members of all corporate Controllers. If there are trust vehicles and/or other corporate entities in the line of ownership please provide full details, including (but not limited to) UBOs, directors, trustees and beneficiaries.

CF16. For DIFC companies please explain who, or what entity, will provide the initial capital. Please be specific and include, at a minimum:

• for corporate Controllers – most recent audited financial statements, and if these are not available please explain why, and submit latest management accounts;

• if the applicant is a member of a group, the latest group consolidated audited financial statements;

• for non-corporate Controllers – full details of origin and source of funds, with supporting evidence.



SECTION 4: FINANCIAL SERVICE ACTIVITIES

CF17. Please complete the matrix below indicating the Financial Services you propose to undertake in respect to each Investment or financial product by ticking all boxes applicable.

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.

Instruments (GEN App2)

Financial Service activity (GEN Chapter 2)

Share

s

Debe

ntu

res

Warr

ants

Cert

ific

ate

s

Optio

ns

Units

Futu

res

Str

uctu

red

Pro

ducts

Rig

hts

und

er

a L

TI C

ontr

act*

Deposit

PS

IA**

Inte

rest

in a

n E

MP

Sch

em

e**

*

1. Accepting Deposits

2. Providing Credit

3. Dealing in Investments as Principal

4. Dealing in Investments as Agent

5. Arranging Deals in Investments

6. Managing Assets

7. Advising on Financial Products

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

19. Arranging Credit and Advising on Credit

20. Operating a Crowdfunding Platform

21. Operating an EMP Scheme***

22. Acting as the Administrator of an EMP Scheme***

*LTI Long Term Insurance Contract ** PSIA Profit Sharing Investment Account. In relation to the Financial Service of Managing a PSIA, please state

whether this will be a Restricted PSIA or an Unrestricted PSIA. *** EMP Scheme Employee Money Purchase Scheme



Financial Service activity

Class

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

23. Effecting Contracts of Insurance

24. Carrying Out Contracts of Insurance

Note: Classes of insurance are set out in APP 4 of the GEN module of the DFSA Rulebook

SECTION 5: YOUR BUSINESS OPERATIONS

CF18. What type of Clients will you have (please tick all boxes that apply)?

Retail Professional Market Counterparty PEPs

Firms with Retail Clients will require the appropriate Endorsement – see below.

If known, who do you anticipate will be your initial client base? (please list any specific commitments). Please provide more information if you have ticked the “PEPs” (i.e. Politically Exposed Persons) box.

CF19. Endorsements *

• Will you carry on Financial Services with Retail Clients?

• Will you hold or control Client Assets or hold Insurance Monies? If you answer yes in either of the above boxes please complete and submit Form SUP 5 with your application.

• Will you be conducting Islamic Financial Business?

If yes, please complete and submit Form AUT-IFS with your application.

• Will you be conducting Insurance Intermediation activities relating to Long-Term Insurance?

If yes, please complete and submit Form AUT-INS with your application.

* Firms Operating an Employee Money Purchase Scheme, or Acting as the Administrator of an Employee Money Purchase Scheme, do not need a Retail Endorsement (see GEN 2.2.8(2)).

Yes No

Yes No

Yes No

Yes No

CF20. Please list any applications being made for a waiver / modification of DFSA Rules. You will additionally need to complete Form(s) GEN1.

CF21. Will you develop your own products to market to Clients? Yes No

If yes, please describe your product approval process.



CF22. Will you market products developed by other providers to your Clients? Yes No

If yes, please describe your product selection process.

CF23. Description of the IT environment:

• Key IT systems and their vendors. Who will be responsible for the IT system maintenance?

• Identify if and what Group infrastructure and systems will be utilised.

• What 3rd party IT service providers will be utilised? Please provide details of the outsourced services.

CF24. Please outline your approach to dealing with IT security and other cyber-related risks. Alternatively, please attach your Information Security Policy, Cyber Security Framework, Cyber Incident Response Plan or any other relevant documentation.

CF25. Please describe your due diligence process to ensure that 3rd party IT service providers meet appropriate cyber security standards.

CF26. Who will be your internal auditor and when will the first internal audit take place?

CF27. Please advise if you will have an individual responsible for risk management. Please provide details of the proposed individual’s background and experience to undertake the role.

CF28. Please provide details of the proposed Professional Indemnity Insurance (where relevant) including the name of the provider, if available.

Organisational structure and Reporting Lines

CF29. Please indicate the number of staff to be employed and provide an organisational chart showing reporting lines (including the connections to Group entities, if applicable).

CF30. Will the firm’s governance structure include Committees? Yes No

If yes, please provide full details (including a chart showing the governance structure) explaining their function, composition, and frequency of meetings.

CF31. Is the DIFC entity part of a Group? Yes No

If yes, please provide an overall Group structure chart identifying all Group entities with details of:

• % ownership;

• all relationships, including intra-Group business relationships;

• shared staff and resources.

CF32. Please describe the arrangements you will have in place to provide your Governing Body and senior management with the information necessary to organise, monitor and control your activities. You may wish to include a sample Board pack, and sample executive management committee pack. Please indicate the frequency with which these are provided.



SECTION 6: FINANCIAL REPORTING

CF33. If you are not an Insurer, what prudential (i.e. PIB) Category6 will you be?

CF34. Which accounting standards will you use in preparing the financial accounts and statements?

Please note that IFRS is mandatory. However, in situations where a firm wishes to use an alternative (for example, because it is a branch and its Head Office uses another accounting standard) it will need to request a Rule modification. Please note that prudential regulatory reporting must be submitted through the DFSA’s Electronic Prudential Reporting System. Access will be made available post licensing.

CF35. Name and contact details of your external auditor.

CF36. Is your external auditor a DFSA Registered Auditor? Yes No

• If yes, please provide their Registration number.

• If available, please also provide a draft agreement or letter of engagement.

6 Please refer to PIB 1.3 of the DFSA Rulebook



SECTION 7: DOCUMENTATION CHECKLIST Supporting documentation

Supporting Documents attached Yes No

CF37. Regulatory business plan

CF38. Incorporation certificate

CF39. Board minute (or shareholder agreement for a start-up) approving establishment of the DIFC entity

CF40. Résumés/CVs for the non-corporate Controllers, if applicable

CF41. Résumés/CVs for the members of the Board of Directors (both executive and non-executive) for the applicant

CF42. AUT-IND1 form for each proposed Authorised Individual7

CF43. Last audited accounts (if applicable)

CF44. Last audited parent company/head office and Group accounts (if applicable). These are not required for PIB Category 4 applicant firms where their parent or head office is regulated in another jurisdiction

CF45. Financial projections:

• PIB Category 4 firms, only, should submit a simplified table as shown in the AUT-NOTES.

All other firms should include:

• 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

CF46. Evidence of source of funds (if applicable)

CF47. Any Investment / Management / Distribution Agreements (if applicable)

CF48. Client Agreements

CF49. Organisational, reporting lines, governance and ownership charts

CF50. IRAP8 and ICAAP9 assessments (if applicable)

CF51. Details of firm’s remuneration policy

CF52. Supplementary Forms (including Form SUP 5 for Endorsements) (if applicable)

CF53. Waiver and/or Modification Notices (if applicable)

7 Please refer to GEN 7.4 8 Please refer to PIB 10.3 9 Please refer to PIB 10.4



Compliance, AML & Risk documentation

This will comprise, at a minimum, Compliance and AML policies and procedures (including complaints procedures), a Compliance Monitoring Plan, a description of the steps you have put in place to ensure that the firm has a robust compliance culture, Risk Management policies and Business Continuity and Disaster Recovery Plans (collectively “control documents”).

• The following types of firm must submit bespoke control documents when they make their application to the DFSA:

➢ All PIB Category 1, 2, 3A, 3B and 5 firms;

➢ All applicant firms requesting endorsements either to deal with Retail Clients, or to hold or control

Client Assets or hold Insurance Monies.

• PIB Category 3C and Category 4 start-up entities are permitted to self-certify (see below) that their control documents are complete and ready for inspection at the time the application is submitted. The DFSA will request and review such documentation as it considers appropriate.

• All other Category 4 applicant firms that do not fall into one of the preceding groups have the option either to self-certify (see below) that their control documentation is ready at the time of submission, or alternatively they can be made subject to an “In Principle” condition whereby they will need to confirm that the documentation is ready at the time the firm receives it Licence.

Note

• Where an eligible firm chooses to rely on self-certification it should not submit the control documents. The DFSA may, however, request sight of these documents as it sees fit.

• Every applicant firm should complete the following matrix, ticking the boxes in one column, only.

• Self-certification 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.

Documents PIB Category 1, 2, 3A, 3B and 5 firms & any firms seeking endorsements

PIB Category 3C and Category 4 start-up entities wishing to self-certify, and not submit with application

Other eligible PIB Category 4 entities who will have control documents ready at Licencing

CF54. Compliance Manual, policies and procedures and overall compliance framework

Enclosed with application Complete & ready to be

inspected Ready at Licencing

CF55. Compliance & AML Training Plan

Enclosed with application Complete and ready to

be inspected Ready at Licencing

CF56. Compliance Monitoring Programme



CF57. Anti-Money Laundering Manual & policies and procedures



CF58. Risk Management Policies and preliminary Risk Inventory



CF59. Business Continuity and Disaster Recovery Plan





SECTION 8: FIT AND PROPER QUESTIONNAIRE Please note:

• Any reference to “Group” below means your entire Group, including (but not limited to) immediate Controllers and all intermediate firms right through to the ultimate Controllers. Applicants should not seek to limit the scope of the question or their answer in any way.

• Any reference to “Controller” includes both corporate and non-corporate Controllers.

• If the answer to any of the following questions is yes, please provide details, attaching separate sheets/documentation as necessary.

CF60. Have any of the Controllers, shareholders, other members of your Group or Close Links been made aware (whether formally or informally) that they 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 any of the Controllers, shareholders, other members of your Group or Close Links in the last 10 years:

CF61. Been convicted or found guilty by any court of a competent jurisdiction of any offence? Yes No

CF62. Ever been the subject of disciplinary procedures by a government body or agency or any self-regulatory organisation or other professional body?

Yes No

CF63. 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

CF64. 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

CF65. 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

CF66. 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.

Please return the completed form to:

Dubai Financial Services Authority Level 13, The Gate Building, Dubai International Financial Centre PO Box 75850, Dubai, UAE

Fees Once the DFSA has received a completed application, an invoice for the required fees will be sent to the individual noted as the main contact in CF9. Please see the Fees module of the DFSA Rulebook for details on application fees and those to whom the DFSA can accept payments from. Applications with a complex control structure may incur additional fees as specified in FER 2.1.1(3). Applications will not be processed until the relevant fee is paid in full. Please do not forward any payments to the DFSA prior to receiving an invoice.

FINALLY:

• Firms are advised to retain a copy of this form, any supplement(s) and all attachments for their records.

• At the same time as submitting this application to the DFSA, firms are reminded to engage with: ➢ the DIFCA regarding premises and other matters; ➢ the DIFCA Registrar of Companies to commence the incorporation or registration process; and, ➢ their chosen bank if a local (i.e. UAE) bank account is required.

APPLICATION FORMS AND NOTICES (AFN) – AUT – AMS

Page 1 of 3 AUT – AMS/VER2/04-16

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

Name & Firm Number* of Applicant Firm

* if known

Before you start to complete this form please note the following:

1. 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.

2. If you require more space please attach additional information as appendices, making clear which question the information refers to.



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.

AM4. If you will be advising (rather than managing the assets of) a fund, please provide a detailed

explanation of the specific arrangements including the responsibilities and location of relevant staff, directors and the overall “mind and management”. Please include detailed organization and transaction flow charts in support of your explanation, showing any relevant committees or other decision making bodies, and indicating exactly where investment decisions will be made.

SECTION 2: FINANCIAL AND OPERATIONAL RISKS

AM5. 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

AM6. Please describe the extent to which you will be liable for the timely execution of Transactions and your arrangements for ensuring best execution.

AM7. Please provide details regarding the procedures you will have in place for the record keeping of Transaction and Client orders.

AM8. When marketing Foreign Funds, please advise how you will ensure that the Funds meet DFSA requirements.

AM9. Will you be holding or controlling Client Assets (i.e. Client Money or Client Investments)?

Yes No

If yes, please complete Form SUP 5 to apply for the appropriate endorsement.

AM10. 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.

AM11. Please describe your formal valuation arrangements of the portfolio(s) you will manage and how these are disclosed to Clients.

AM12. Please describe how you will ensure and evidence that Client assessment and considerations of suitability are carried out.

AM13. 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.



AM14. 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.

AM15. Please describe how Clients will be kept up-to-date on the performance of their portfolio(s).

AM16. Please describe how senior management and the board will ensure that personnel in Client facing roles, with responsibility 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/VER2/04-16

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


* if known

Before you start to complete this form please note the following: 1. 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.





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

ST10. Please describe your clearing and settlement arrangements.

Client Assets

ST11. Will you hold or control Client Assets? Yes No


Providing margin finance

ST12. 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.

ST13. Will you be dealing with Retail Clients? Yes No


ST14. If you will be marketing Foreign Funds, how will you ensure that the Funds meet DFSA requirements?

ST15. 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

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.

Page 1 of 3 AUT – BLS/VER1/03-09



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 3 AUT – INS/VER3/08-16

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


* if known

Before you start to complete this form please note the following: 1. The Notes for Applicants (AUT-NOTES) 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.





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.

IN7. Will your staff carry on arranging and advising activities relating to your own Contracts of Insurance? Yes No

If yes, will your staff have appropriate skills, knowledge and competencies? Yes No

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

IN8. Will you hold or receive Insurance Monies belonging to customers? Yes No

If yes, please complete and submit the relevant endorsement application within Form SUP 5.

N.B. applicants should read and ensure that they fully understand COB Rule 7.12.2 before answering this question.

IN9. Do you intend to act as an Insurance Agent, or Insurance Broker, or as both?



Insurance Agent Yes No Insurance Broker Yes No Both as an Insurance Agent and as an Insurance Broker Yes No

IN10. Will you (as either an Insurance Intermediary or an Insurance Manager) enter into insurance agency agreements involving one or more Insurers? Yes No

If so, please describe whether you will be authorised to underwrite on behalf of such Insurer/s, or whether underwriting decisions will be made by the Insurer/s outside the DIFC.

IN11. If you intend to act both as an Insurance Agent and as an Insurance Broker, what systems and controls do you have to address any conflicts of interests that arise in that context? Please include the information specified in AUT Note 11.

SECTION 4: RETAIL INSURANCE

You need to complete this section if you are proposing to carry on any insurance activities with Retail Clients

IN12. Will you, as an Insurer, underwrite insurance policies for Retail Clients? Yes No If yes, please complete and submit the retail endorsement application within Form SUP 4

IN13. Will you, as an Insurance Intermediary, act for a Retail Client? Yes No

If yes, please complete and submit the retail endorsement application within Form SUP 4

IN14. Will you, as an Insurance Manager, underwrite Contracts of Insurance for Retail Clients? Yes No

If yes, please complete and submit: (a) the retail endorsement application within Form SUP 4; and (b) an application to have any Non-DIFC Insurers for whom you propose to underwrite

approved by the DFSA. Please include the information specified in AUT Note 14.

APPLICATION FORMS AND NOTICES (AFN) – AUT – IFS

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.

Page 1 of 3 AUT – IFS/VER3/03-15



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 – CF

Page 1 of 16 AUT – CF/VER2/08-19

Form AUT - CF

Applying for Authorisation

Crowdfunding Supplement

This supplement must be submitted to the DFSA by applicants applying to conduct the Financial Service

activity of Operating a Crowdfunding Platform and operate:

• a Loan Crowdfunding Platform (Please complete Part I);

• an Investment Crowdfunding Platform (Please complete Part II); or

• a Property Investment Crowdfunding Platform (Please complete Part III).

Name of Applicant Firm

Prudential Category1

Firm Reference

(DFSA use only)

Before you start to complete this form please note the following:

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 a cross reference to the relevant section.

If you require more space for your answers than the form allows, then please attach additional information

as appendices, making clear which question the additional information refers to.

Please note a Crowdfunding Operator must be a Body Corporate incorporated in the DIFC (i.e. it cannot

be a branch). Please refer to GEN 2.2.10D of the DFSA Rulebook. Please note that an AUT-IND1 Form

will need to be completed for each of the individuals applying for Authorised Individual status namely the

Senior Executive Officer, Licensed Director, Compliance Officer, Money Laundering Reporting Officer and

Finance Officer.




Part I – Loan Crowdfunding

CF1. Please describe the governance arrangements for the platform. This should include financial

interests of the Crowdfunding Operator or Related Parties that may create a potential/or actual

conflict of interest.

CF2. Please describe the general operation of the platform. This should include the following aspects:

• details of how the platform functions;

• the controls in place to ensure that the Crowdfunding Operator and borrowers will not advertise

their proposals outside the platform;

• the controls in place to ensure borrowers will not use another crowdfunding platform to obtain

funding during the commitment period;

• if you will provide an information forum, how the forum will operate and measures that you will

put in place to ensure compliance with the requirements in COB 11.3.15 for such a forum;

• if you will provide a transfer facility, how it will operate and the measures you will put in place

to ensure compliance with the requirements in COB 11.3.16 for such a facility;

• measures in place to ensure the resilience and security of information technology systems and

to ensure data protection;

• measures in place to ensure that officers and employees of the Crowdfunding Operator and

their family members cannot use the platform;

• measures in place to ensure compliance with relevant anti-money laundering requirements (in

relation to both borrowers and lenders who use the platform).

Corporate Governance, Strategy and Business Model 1



CF3. Please describe your due diligence policy and what due diligence you will undertake in relation to

(i) lenders and (ii) borrowers. Please indicate how you intend to mitigate the risk of fraud.

CF4. Please describe how lenders will be treated on the platform. This should include:

(i) eligibility criteria for lenders (including any limits on amounts an individual lender may lend

- such as lending limits for Retail Clients);

(ii) how you will ensure that there is a written and legally enforceable loan agreement between

the borrower and the lender;

(iii) the steps you will take to administer loan agreements on behalf of lenders, for example

relating to the provision of information and dealing with late payments and defaults on

loans;

(iv) the procedures for the transfer of money between lenders and borrowers, including

protections that will apply;

(v) any other lender rights (e.g. to withdraw a commitment) and protections that will apply;

(vi) how you will ensure that lenders are treated fairly and equally, including having access to

the same information and lending opportunities;

(vii) if some lenders are able to lend on different terms to others, please specify how conflicts

of interest between the interests of the different lenders will be managed or prevented.

CF5. Please confirm by ticking the box that you are aware of the DFSA’s requirements with regards to

lending restrictions for Retail Clients and that you will ensure compliance:

CF6. Please confirm by ticking the box that you will provide Key Information and enter into a Client

Agreement with both the lender and the borrower, in line with DFSA requirements before providing

any service to the lender or borrower:

CF7. Please describe how borrowers will be treated on the platform. This should include:

(i) eligibility criteria for borrowers;

(ii) minimum and maximum amounts that a borrower may borrow on the platform (if

applicable);

(iii) what will happen if loans sought by a borrower either fail to meet or exceed the target level;

Conduct of Business Risks 2



(iv) what steps you will take if there is a material change to a proposal or a borrower’s

circumstances, including how you will comply with COB 11.3.9 relating to material changes;

(v) details of the platform’s policy for taking security from borrowers (if applicable), and the

circumstances in which that might be enforced.

CF8. If you are handling or controlling Client Money2, please describe the systems and controls proposed

to safeguard Client Money. Additionally, please attach a process flow chart, and complete SUP5

Form.

CF9. If you provide a facility for the transfer of loans, the systems and controls relating to that facility and

measures to mitigate any risks relating to the use of that facility.

CF10. Please provide a brief summary of your business cessation plan including contingency

arrangements you have in place to ensure the orderly administration of loans in the event you

cease to carry on your business and measures to ensure that the arrangements can be

implemented if necessary. Please attach a copy of the plan.

CF11. Please provide details of fees, costs and other expenses that may be imposed on the Clients of the

platform.

2 Holding Client Money is not permitted for a CAT4 Licence except if it does so in connection with Operating a Crowdfunding Platform



CF12. Please describe the complaints rights of Clients.

CF13. Please outline your proposals for risk disclosures to lenders, including both general crowdfunding

risk disclosures and information about actual and expected default rates.

CF14. Please set out what disclosures about your service you will display on the platform website. Please

refer to COB 11.3.3 of the DFSA Rulebook for a list of disclosures required. Please ensure all items

listed under that rule are addressed in your description below.

CF15. Please outline your policy relating to disclosures to lenders of information about individual

borrowers, including the information referred to in COB 11.3.7.

Disclosure Requirements 3



CF16. Please confirm by ticking the box that you will not be providing any unregulated crowdfunding

activity e.g. running a reward or donation based platform:



Part II – Investment Crowdfunding

CF17. Please describe the governance arrangements for the platform. This should cover financial

interests of the Crowdfunding Operator and Related Parties of the platform and any potential/actual

conflicts of interest.



• the controls in place to ensure that Crowdfunding Operator and Issuer will not advertise their

proposals outside the platform;

• the controls in place to ensure an Issuer will not use another crowdfunding platform to obtain

funding during the commitment period;

• how you will ensure that any offer complies with the criteria for Exempt Offer for Issuers;



• if you will provide a transfer facility, how it will operate and measures you will put in place to

ensure compliance with the requirements in COB 11.3.16 for such a facility;




their family members cannot use the platform;


relation to both Issuers and investors who use the platform).





(i) investors and (ii) Issuers. Please indicate how you intend to mitigate the risk of fraud.

CF20. Please describe how investors will be treated on the platform. This should cover:

(i) eligibility criteria for individual investors (including any limits on amounts an individual may

invest - such as investment limits for Retail Clients);

(ii) investor rights and restrictions, including how the platform will deal with late payments;

(iii) how the platform will deal with cancellation rights (including how investors may exercise

any such right to cancel their commitment to provide an investment);

(iv) how you will ensure that investors are treated fairly and equally, including having access

to the same information and investment opportunities;

(v) if some investors are able to lend on different terms to others, please specify how conflicts

of interest between the interests of the different investors will be managed or prevented.


Investment restrictions for Retail Clients and that you will ensure compliance:

CF22. Please describe how Issuers will be treated on the platform. This should cover:

(i) eligibility criteria for Issuers;

(ii) minimum and maximum amounts that an Issuer may raise on the platform (if applicable);

(iii) what will happen if funds sought by an Issuer either fail to meet or exceed the target level

sought;

(iv) steps you will take if there is a material change to a proposal or an Issuer’s circumstances,

including how you will comply with COB 11.3.9 relating to material changes.




CF23. If you are handling or controlling Client Money3 and/or Client Investments please describe the

systems and controls proposed to safeguard Client Money and Client Investments. Additionally,

please attach a process flow chart, and complete SUP5 Form.

CF24. If you provide a facility for the transfer of Investments, please specify the systems and controls

relating to that facility and measures to mitigate any risks relating to the use of that facility.


arrangements you have in place to ensure the orderly administration of Investments in the event

you cease to carry on your business and measures to ensure that the arrangements can be


CF26. Please provide details of fees, costs and other expenses that may be imposed on the Clients of the

platform.

CF27. Please describe the complaints rights of Clients.

3 Holding Client Money is not permitted for a CAT4 Licence except if it does so in connection with Operating a Crowdfunding Platform



CF28. Please outline your proposals for risk disclosures to investors, including both general crowdfunding

risk disclosures and information about actual and expected failure rates.


refer to COB 11.3.3 of the DFSA Rulebook for a list of disclosures required. Please ensure all items

listed under that rule are addressed in your description below.

CF30. Please outline your policy relating to disclosures to investors of information about individual Issuers,

including the information referred to in COB 11.3.7.


Agreement with both the investor and the Issuer, in line with DFSA requirements before providing

any service to the investor or Issuer:

CF32. Please confirm by ticking the box that you will provide a risk acknowledgement form to all Retail

Clients, if applicable. Please provide a copy of a proposed Risk Acknowledgement Form.




CF33. Please outline your proposed cooling-off period and describe how it will be administered.


activity e.g. running a reward or donation based platform.



Part III – Property Investment Crowdfunding

CF35. Please describe the governance arrangements for the platform. This should cover financial

interests of the Platform Operator and Related Parties of the platform and any potential/actual

conflicts of interest.



• the controls in place to ensure that Property Investment Crowdfunding Platform (“PICP”)

Operator and seller will not advertise their proposals outside the platform;

• the controls in place to ensure that the seller will not use another crowdfunding platform to

obtain funding during the commitment period;






their family members cannot (i) invest in a property using the platform, (ii) rent a property that

has been purchased using the platform or (iii) sell a property or any interest in a property using

the platform.

• measures in place to ensure that the operator nor a person related to it does not receive any

remuneration, fee, payment or commission for, or in connection with, its services (except from

investors or sellers who use the platform);


relation to both sellers and investors who use the platform);




CF37. If you are handling or controlling Client Money4 and/or Client Investments please briefly describe

the systems and controls proposed to safeguard Client Money and Client Investments. Additionally,

please attach a process flow chart, and complete SUP5 Form.

CF38. If you provide a facility for the transfer of Investments, please specify the systems and controls

relating to that facility and measures to mitigate any risks relating to the use of that facility.


(i) investors and (ii) sellers and (iii) the property. Please indicate how you intend to mitigate the risk

of fraud.

CF40. Please describe how investors will be treated on the platform. This should cover:

(i) eligibility criteria for individual investors (including any limits on amounts an individual may

invest - such as prescribed investment limits for Retail Clients with reference to COB

11.6.9;

(ii) investor rights and restrictions, including how the platform will deal with late payments;

(iii) how the platform will deal with cancellation rights (including how investors may exercise

any such right to cancel their commitment to provide an investment);

(iv) how you will ensure that investors are treated fairly and equally, including having access

to the same information and investment opportunities;

4Holding Client Money is not permitted for a CAT4 Licence except if it does so in connection with Operating a Crowdfunding Platform





Investment restrictions for Retail Clients and that you will ensure compliance:

CF42. Please confirm by ticking the box that offers will be for single properties only and you will not be

operating a collective investment fund:

CF43. Please confirm by ticking the box that the property:

(i) may only be used for residential purposes:

(ii) is not an off-plan property:

(iii) is not subject to any mortgage, lien or other security charge:

CF44. Please describe how sellers will be treated on the platform. This should cover:

(vi) eligibility criteria for sellers;

(vii) the limit applied to the value of the property offered on the platform with reference to MKT

2.3.1 (m)(iii);

(viii) what will happen if funds sought by a seller either fail to meet or exceed the target level

sought; and

(ix) steps you will take if there is a material change to a property or a seller’s circumstances,

including how you will comply with COB 11.3.9 relating to material changes.

CF45. Please describe how property will be treated on the platform. This should cover:

(i) the property selection criteria, for example, whether the platform is looking to balance

income and capital returns or looking for high growth opportunities;

(ii) details of the SPV that will be used to hold title to the property and how it will protect the

interests of investors;

(iii) the precise nature of the investor’s legal interest in relation to the property;

(iv) what income the investor is expected to receive from the property and when it will be paid;

(v) the rights or obligations, if any, an investor has in relation to the property after he has

invested e.g. any further contributions of capital to cover any costs associated with the

property;

(vi) Details of any service provider who will supply valuations, management, maintenance or

insurance, and any conflicts of interest that might arise and how they will be prevented or

managed;

(vii) Details of expenses related to the property such as valuation, management, maintenance,

insurance, taxation and how they will be paid for; and

(viii) The term of the investment, what happens at the end of the term, the circumstances in

which the property may be sold early or whether the term may be extended.




arrangements you have in place to ensure the orderly administration of Investments in the event

you cease to carry on your business and measures to ensure that the arrangements can be


CF47. Please provide details of fees, costs and other expenses that may be imposed on the users of the

platform.

CF48. Please describe the complaints rights of users.


refer to COB 11.3.1, 11.3.3, 11.3.7 of the DFSA Rulebook for a list of disclosures required. Please

ensure all items listed under those Rules are addressed in your description below.




CF50. Please outline your policy relating to disclosures to investors of information about individual sellers

and property, including the information referred to in COB 11.3.7.


Agreement with both the investor and the seller, in line with DFSA requirements before providing

any service to the investor or seller:

CF52. Please confirm by ticking the box that you will provide a risk acknowledgement form to all Retail

Clients, if applicable.

Please provide a copy of a proposed Risk Acknowledgement Form.

CF53. Please outline your proposed cooling-off period and describe how it will be administered.


activity e.g. running a reward or donation based platform.

APPLICATION FORMS AND NOTICES (AFN) – AUT – PFS

Page 1 of 13 AUT – PFS/VER3/02-16

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


X X X X X


X X X

Section 3: Information about the Trustee* X X X X X


X X X


X X

Section 6: Information about a Fund X X X X X

Section 7: Documentation for a Fund X X X X X


X X X


X X X

* Only applies to Investment Trusts



SECTION 1: DECLARATIONS Declaration by the applicant


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.



Signature of Director/Partner of the applicant*

Date

Name of Director/Partner of the applicant*

Position/title

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



SECTION 2: 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. Please also provide details of any arrangements put in place where the Fund Manager has availed itself of the requirements in CIR 13.4.2 and 13.4.2B for Public Property Funds and CIR 13.3.1 for Private Equity Funds.

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 3: 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 4: DOCUMENTATION FOR A DOMESTIC FUND MANAGER

SECTION 5: DOCUMENTATION FOR AN EXTERNAL FUND MANAGER

SECTION 6: 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 (REIT)

Islamic Fund Fund of Funds

Feeder Fund

Umbrella Fund

• formed as a PCC

• not a PCC

Money Market Fund

Closed-Ended Fund Open-Ended Fund

Documents attached Yes No

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



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. Please provide details of the proposed Investment Committee for the Fund in accordance with CIR 13.4.3.

PF49. Please describe the Fund Managers policy in relation to Related Party Transactions. In doing so please distinguish between transactions in the State and anywhere else if this is relevant and in accordance with CIR 13.4.11A to 13.4.16.

PF50. 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, 14.4.4A, 14.4.4B.

Real Estate Investment Trust (the following question only apply’s if you intend to manage a Real Estate Investment Trust)

PF51. 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)

PF52. Please provide the name of the members of the Shari’a Supervisory Board in accordance with IFR 6.2.

PF53. Please state if the Fund is using the same Shari’a Supervisory Board as the firm.



PF54. Please state if the Fund does not have a Shari’a Supervisory Board pursuant to IFR Rule 6.2.1 (3).

PF55. Please confirm that the Prospectus complies with the additional disclosure requirements in IFR section 6.5.

PF56. 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)

PF57. Please describe how the Fund meets the specific requirements for a Feeder Fund in with the CIR section 13.2.

PF58. 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)

PF59. 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)

PF60. Please describe how the Fund meets the specific requirements for an Umbrella Fund in CIR section 13.7.

Money Market Fund (the following 3 questions only apply if you intend to manage a Money Market Fund)

PF61. Please confirm that the Money Market Fund is structured as a Variable Net Asset Value Fund.

PF62. Please advise how the Fund Manager will carry out its due diligence to determine whether a Deposit or a Debenture is of high quality as required by CIR 13.8.1 and 13.8.2.

PF63. Please advise how the Fund Manager will execute and subsequently monitor that the investment policy complies with CIR 13.8.1 and 13.8.2.

Additional information about an External Fund

PF64. 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.

PF65. Name and contact details of the Financial Services Regulator responsible for the authorisation and ongoing supervision of the External Fund.

PF66. 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.

PF67. 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.

PF68. 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 7: DOCUMENTATION FOR A FUND


PF69. The Constitution of the Fund

PF70. Certification of the Constitution

PF71. The Prospectus of the Fund

PF72. Certification of the Prospectus

PF73. Draft engagement letter appointing an Auditor of a Fund

PF74. Fund Approval Letter from Home Jurisdiction Regulator (applicable to an External Fund only)



SECTION 8: DISCLOSURE 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.



SECTION 9: ADDITIONAL DECLARATION FOR AN EXTERNAL FUND MANAGER

9.1 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



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

[name of the applicant External Fund Manager] agrees that it is subject to DIFC laws and DFSA Rules in respect of its activities relating to any Domestic Fund it operates. [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 – EMPS

Page 1 of 8 AUT – EMPS/VER1/01-20

Form AUT - EMPS

Applying for Authorisation

Employee Money Purchase Scheme Supplement

This supplement must be submitted to the DFSA by applicants applying for a Licence to conduct the

Financial Service activity of:

• Operating an Employee Money Purchase Scheme (complete Part I); or

• Acting as the Administrator of an Employee Money Purchase Scheme (complete Part II)

Name of Applicant Firm

Prudential Category1

Firm Reference

(DFSA use only)

Before you start completing this form, please note the following:

1. The submission of this supplement is required in addition to the submission of the Form AUT CORE

Applying for Authorisation - Core Information form. Where you believe a question in the supplement

has already been answered in AUT CORE, you may provide a cross reference to the relevant section.

2. This supplement includes, where appropriate, relevant DFSA Rule references and defined terms.

These references and terms should assist in framing the context of your answer and determining if the

question is applicable. Defined terms are identified by the capitalisation of the initial letter of a word or

phrase and are defined in the Glossary module (GLO), Rule 2.30.1 of the General module (GEN), and

Rule 12.1.2 of the Conduct of Business model (COB) of the DFSA Rulebook.




3. If you require more space for your answers than the form allows, then please attach additional

information as appendices, making clear which question the additional information refers to.

4. Please note:

a. An applicant to be the Operator of a Scheme must be a Body Corporate and may establish a

place of business in the DIFC by way of a Branch.

b. An applicant to be the Administrator of a Scheme must be a Body Corporate incorporated under

the DIFC companies Law (i.e. it cannot be a Branch).2

5. Please also note that an AUT-IND1 Form will need to be completed for each of the individuals applying

for Authorised Individual status namely the Senior Executive Officer, Licensed Director, Compliance

Officer, Money Laundering Reporting Officer and Finance Officer.

2 Please refer to GEN 7.2.2(5) of the DFSA Rulebook



Part I – Operating an Employee Money

Purchase Scheme

CF1. Describe the governance arrangements of the Operator of the Scheme (see section 2-2-16 of the

DFSA RPP Sourcebook).

CF2. Describe:

• the controls the Operator of the Scheme will have in place to ensure that the best interests of

the Members of the Scheme are given priority above those of the Operator (see GEN

12.2.1(a));

• the controls the Operator of the Scheme will have in place to safeguard against the improper

use of information (by the Operator and by its employees or agents) acquired through being

the Operator of the Scheme (see GEN 12.2.1(b) and (c)); and

• how the Operator will ensure that any Related Party Transaction is on terms as favourable to

the Scheme as any normal commercial terms negotiated at arm’s length (see GEN 12.2.1(d)).




CF3. Confirm by ticking the box that the Constitution of the Scheme meets the requirements of COB

12.2.5:

CF4. Advise if you propose to delegate or outsource any activity. If so, please describe the activity and

provide details of the service and the service provider in the box below:

CF5. Confirm by ticking the box that you will provide Key Information about the Scheme, in line with

DFSA requirements, before a person becomes a Member of the Scheme (see COB 12.3):

CF6. Describe how the interests of Participating Employers and Members of the Scheme are taken into

account by the Operator (for example in developing investment options). Please also state the name of

the Professional Adviser (see COB 12.3.9).

CF7. Describe how Scheme property will be segregated (see COB 12.3.3):




CF8. Confirm by ticking the box, that the fees and charges payable by the Members of the Scheme meet

the requirements of COB 12.3.5:

CF9. Confirm by ticking the box, that a Payment Schedule is prepared for each Participating Employer

and includes the required information set out in COB 12.3.7:

CF10. Confirm by ticking the box that you are aware of the financial statements, reports and audit

requirements that fall upon you as Operator of a Scheme as set out in COB 12.4:

CF11 State the name of the Auditor for the Scheme.

CF12.Confirm by ticking the box, that you have documented policies and strategies to ensure that the

financial resources of the Scheme are managed soundly and prudently: Please also provide a

copy of these.

CF13. Describe the complaints rights of Members and Participating Employers.



Part II – Acting as the Administrator of an

Employee Money Purchase Scheme

CF1. Describe the governance arrangements for the IT vendor of the proposed Scheme platform.

This should cover financial interests of the Administrator and Related parties of the Scheme

platform i.e. the IT vendor and any potential/actual conflicts of interest.

CF2. Describe the general operation of the Scheme. This should include the following aspects:


• the controls in place to ensure that Administrator notifies a Member of the Scheme if

payment under the Payment Schedule is not paid on the due date, and the consequences

of non-payment to the Member; and

• measures in place to ensure compliance with relevant anti-money laundering requirements.




CF3. Confirm by ticking the box that your will maintain a register of the Members of the Scheme and

the Participating Employer in respect of each Member in accordance with the DFSA

requirements set out in COB 12.3.11:

CF4. Describe how you will handle enquiries from Members and Participating Employers (see COB

12.3.12).

CF5. Describe your complaints handling procedures to deal with Member complaints (See GEN 9.2).

CF6. Describe how you will prepare and provide to each Member an annual statement for each

financial year. Please also detail the information that will be set out in the statement (see COB

12.4.3).




CF7. Describe what information will be provided in an exit statement (i.e. leaving a Scheme) to a

Member and provide an example (see COB 12.4.4). Please also state the triggers to issue

such a statement.

CF8. Describe the mechanisms you will have in place to measure, monitor, stress-test and manage

the liquidity and financial soundness policies and strategies developed by the Operator (see

COB 12.5.3).

APPLICATION FORMS AND NOTICES (AFN) – AUT – EFM

For DFSA use only

Form AUT – EFM

External Fund Manager Form

The Notes for Applicants contain information that may assist you to complete this form. Please refer to the section entitled “External Fund Manager Form” in the notes. Each note is linked to a specific question in this form via a referenced number.

Page 1 of 9 AUT–EFM/VER2/03-15


SECTION 1: DECLARATION

Declaration by the applicant


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

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



SECTION 2: ADDITIONAL DECLARATION FOR AN EXTERNAL FUND MANAGER

2.1 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



2.2 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



SECTION 3: GENERAL INFORMATION

EM1. Full name of the firm applying

EM2. Are you a body corporate Yes

No

EM3. Date and place of incorporation.

EM4. Financial year end (DD/MM).

EM5. Trading names (if different from legal name).

EM6. Website address.

SECTION 4: CONTACT DETAILS

EM7. Principal place of business.

Telephone number

Fax number

E-mail

Postal address

EM8. Registered address.

Telephone number

Fax number

E-mail

Postal address

EM9. Contact person for this application.

Name

Telephone number

Fax number

E-mail

Postal address

EM10. Professional adviser(s) assisting with this application, if any.

Name

Telephone number



Fax number

E-mail

Postal address

EM11. Would you like us to copy any correspondence to your adviser? Yes

No

EM12. Your auditor.

Name

Telephone number

Fax number

E-mail

Postal address

SECTION 5: REGULATORY DETAILS

EM13. Are you regulated?

Yes

No

If yes, please provide contact details for the regulator responsible for authorisation and ongoing supervision.

Name of regulatory body

Name of contact

Telephone number

Fax number

E-mail

Postal address

EM14. In which jurisdiction is your place of business located and regulated?

EM15. Are you regulated to carry on the equivalent of Managing a Collective Investment Fund in your jurisdiction? If yes, please specify the equivalent terminology used for this financial service in your jurisdiction’s regulatory regime.

Yes

No

EM16. Does your regulatory licence enable you to have retail clients? Yes

No



SECTION 6: NATURE OF APPLICANT’S BUSINESS AND INTENDED ACTIVITIES IN THE DIFC

EM17. Please provide a brief overview of the business activities to be undertaken in the DIFC and a description of the systems and controls the applicant will have in place to ensure it only conducts the permitted activities. This must include information regarding:

• Fund management services being provided

• Appointed Fund Administrator or Appointed Trustee including duties and responsibilities

• Activities being outsourced/delegated to service providers (asset managers, fund administrators, custodians etc.)

• Arrangements being implemented for a corporate governance framework, and

• Arrangements being implemented for a Control Framework (including, but not limited to compliance, AML, internal audit, external audit, and risk management functions).

EM18. Expected Funds to be launched in the DIFC during the next 12 months:

Name Legal Structure (IC/IP/IT)

DFSA Fund Category

Target AUM

Key investment strategy

Expected launch date

EM19. Clients – geographical spread (%):

Please provide the estimated percentage of the applicant’s target clientele based on the expected overall AUM during the first 12 months of business. Please provide the estimate based on the underlying investors in the fund(s).

UAE

UK

Europe (exc. UK)

Middle East (exc. UAE)

South Asia

US

Africa East Asia Latin America

EM20. Client Type:

Please provide the estimated percentage of the applicant’s target clientele based on the expected Assets Under Management (AUM) during the first 12 months of business. Please provide the estimate based on the underlying investors in the fund(s).

%

Retail

Professional Clients

Market Counterparties



SECTION 7: DOCUMENTATION FOR AN EXTERNAL FUND MANAGER

SECTION 8: 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

EM26. Compliance Manual Complete, and ready to be inspected

EM27. Anti-Money Laundering Procedures Complete and ready to be inspected

EM28. Compliance Monitoring Programme Complete and ready to be inspected

EM29. Risk Management Policies Complete and ready to be inspected

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.

EM30. 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


EM21. Please confirm you have provided a letter of good standing from your regulator regarding this DFSA application.

EM22. Copy of your current regulatory licence in the home jurisdiction including any restrictions or conditions.

EM23. Gap analysis of your regulatory regime against that of the DFSA (only required if you are not located and regulated in a Recognised Jurisdiction).

EM24. Appointed Fund Administrator Agreement.

EM25. Appointed Trustee Agreement.



Have you or any member of your Group in the last 10 years:

EM31. Been convicted or found guilty by any court of a competent jurisdiction in respect of any offence?

Yes

No

EM32. Ever been the subject of disciplinary procedures by a government body or agency or any self-regulatory organisation or other professional body?

Yes

No

EM33. 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

EM34. 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

EM35. 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

EM36. 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: DISCLOSURE 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.

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 and all attachments for their records.


APPLICATION FORMS AND NOTICES (AFN) – AUT - CON

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.

1 of 10 AUT - CON/VER7/03-15


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 Declaration

2 Controllers (Individuals)

3 Controllers (Undertakings)

4 Details of new controls or change in level of control

5 Additional information

2 of 10 AUT - CON/VER7/03-15


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 2 must be completed if the application/notification of a change in control relates to an individual.

• Section 3 must be completed if the application/notification relates to an Undertaking.

• Section 1 and 4 must be completed in respect of all applications/notifications.

• Please use Section 5 if you wish to provide additional information that may clarify or support your answers in Sections 2-4.

• 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 relevant Controller(s) and the Authorised Firm’s Senior Executive Officer or Compliance Officer. Versions of this form on the DFSA’s website are in PDF format. Editable Microsoft Word versions can be obtained from the DFSA.

• Please return the completed form to:

Dubai Financial Services Authority Supervision Department Level 13, The Gate 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.

3 of 10 AUT - CON/VER7/03-15


SECTION 1 - 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 relevant Controller(s)* Date

Name of relevant Controller(s)*

* To which change in Control applies

Signature of Senior Executive Officer or Compliance Officer

Date

Name of Senior Executive Officer or Compliance Officer

4 of 10 AUT - CON/VER7/03-15


SECTION 2 – CONTROLLERS (INDIVIDUALS)

Note: Please only complete this section if the application/notification relates to an individual

2.1 Title (Mr, Mrs etc.)

2.2 Family name

2.3 Other names

2.4 Residential address

2.5 Date of birth

(DD/MM/YYYY)

2.6 Place of birth

2.7 Passport(s) number(s)

Note: Please provide a copy of the passport

2.8 Nationality

2.9 Please provide details of any Directorships or Partnerships held

Company/Partnership name Principal activity

5 of 10 AUT - CON/VER7/03-15


2.10 Details of any other Controller positions held

Company/Partnership name Principal activity Nature of control

6 of 10 AUT - CON/VER7/03-15


SECTION 3 - CONTROLLERS (UNDERTAKINGS) 3.1 Full name of Undertaking

3.2 Date of formation/establishment

(dd/mm/yyyy)

3.3 Place of establishment

3.4 Contact address

3.5 Head office address (if different from 3.4)

3.6 Undertakings website address (If applicable)

3.7 Legal status (Company/Partnership/trust)

3.8 Principal activity

3.9 Name of the Undertaking’s

Financial Services Regulator (If applicable)

7 of 10 AUT - CON/VER7/03-15


3.10 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/VER7/03-15


SECTION 4 – DETAILS OF NEW CONTROL OR CHANGE IN LEVEL OF CONTROL 4.1 Is the Authorised Firm seeking approval or making a notification under the Rules?

4.1.1 Approval 4.1.2 Notification 4.2 State the reason for approval/notification 4.2.1 Holding increase from below 10% to more than 10%; 4.2.2 Holding increase from below 30% to 30% or more; 4.2.3 Holding increase from below 50% to 50% or more; 4.2.4 Holding decrease from more than 50% to 50% or less; 4.2.5 Cease being a Controller 4.2.6 Significant management influence

4.3 Effective date (dd/mm/yyyy)

4.4 Total control expressed as a percentage of shares (as defined in GEN 11.8.2)

4.5 Please provide details of how the control can be exercised

9 of 10 AUT - CON/VER7/03-15


SECTION 5 - 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/VER7/03-15

APPLICATION FORMS AND NOTICES (AFN) -AUT – IND 5

For DFSA use only

Form AUT – IND 5 Application for authorisation Key Individual status

Name of individual

Name of Authorised Market Institution

DFSA Reference Number (If applicable)

Authorised Market Institutions are requested to contact the Markets Department of the DFSA

(switchboard +971 (0)4 362 1500 or [email protected]) before considering completing an application

1 of 21 AUT – IND5/VER2/03-15




This form must be completed and submitted by both the Authorised Market Institution or an applicant for such a licence (“applicant firm”) which wishes to appoint an individual to perform one or more Key Individual functions in AMI Rule 5.3.1(2), and the relevant individual (“applicant individual”).

Before submitting an application to the DFSA, the applicant firm must make all reasonable enquires as to the individual’s fitness and propriety to carry out the relevant Key Individual 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 applicant firm’s relevant contact to obtain such additional information.

An Authorised Market Institution applying to extend or vary the scope of an existing Key Individual’s status should use form AUT-IND6 instead of this form.

An Authorised Market Institution applying to withdraw an existing Key Individual’s status should use form AUT-IND7 instead of this form.


1 Declarations

2 General information

3 Key Individual functions

4 Education and professional qualifications

5 Employment history

6 Other personal registrations

7 Professional memberships

8 Other holdings

9 Referees

10 Fit and proper questionnaire

11 Attachments

2 of 21 AUT – IND5/VER2/03-15


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.

• Prior to completion of this form, both the applicant firm and applicant individual should read the relevant sections of the AMI module, particularly section 5.3, which sets out the requirements relating to Regulatory Functions and Key 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 member of the Governing Body of the applicant firm or, in the event that the applicant has yet to be incorporated, the Director who will be authorised in due course to sign on behalf of the applicant firm. This form must also be signed by the applicant individual. Versions of this form on the DFSA’s website are in PDF format. Editable Microsoft Word versions can be obtained from the DFSA.


Dubai Financial Services Authority Markets Department Level 13, The Gate Dubai International Financial Centre PO Box 75850 Dubai, UAE

• Authorised Market Institutions are advised to retain a copy of the form and all relevant attachments for their records.

3 of 21 AUT – IND5/VER2/03-15


SECTION 1 - DECLARATIONS Declaration by the applicant individual 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 Key Individual function/s 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 and the Authorised Market Institution of such fact as soon 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

4 of 21 AUT – IND5/VER2/03-15


Declaration by the Authorised Market Institution 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 Key Individual 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 Key Individual function to which this application relates.

4. I confirm that I have the authority to make this application, to make the declarations specified above and sign this form for, or on behalf of, the Authorised Market Institution.


Date


5 of 21 AUT – IND5/VER2/03-15


SECTION 2 - GENERAL INFORMATION About the Applicant Firm 2.1 Name of the Authorised Market

Institution or applicant for such a license

2.2 DFSA Licence number

(if applicable)

2.3 Applicant firm’s contact person

for this application

2.4 Contact telephone number

2.5 Contact E-mail

2.6 Contact address

About the applicant individual 2.7 Title (Mr, Mrs etc.)

2.8 Full name as it appears in the applicant’s passport

2.9 Other names

2.10 Has the applicant ever used any previous names? Yes

No

If No please go to question 2.11.

If Yes, please provide the following information:

State previous names

Date name changed

Reason for change of name

6 of 21 AUT – IND5/VER2/03-15


2.11 Date of birth (DD/MM/YYYY)

2.12 Place of birth


2.14 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 individual, including copies of any current visas. 2.15 Has the applicant previously held Authorised Individual or Key

Individual status granted by the DFSA? Yes

No

If Yes, please indicated the applicant’s previous individual reference number with the DFSA

Citizenship 2.16 Please provide details of all citizenship/residency held by the applicant individual.

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

7 of 21 AUT – IND5/VER2/03-15


Contact details


2.18 Dates resident at above address:

From To

2.19 Previous address if less than 3 years at the above address

2.20 Residential telephone number (include country and area codes)

2.21 Residential fax number (include country and area codes)

2.22 Contact e-mail address

8 of 21 AUT – IND5/VER2/03-15


SECTION 3 3.1 – KEY INDIVIDUAL FUNCTIONS Note: Key Individual functions are set out in AMI Rule 5.3.1. 3.1.1 Will the applicant be carrying out more than one Key Individual

function? Yes No

Please specify which of the following Key Individual functions are to be carried out by the applicant.

3.1.2 Member of the Governing Body

Director

Other

Note: Please see AMI module Rule 5.3.3 Note: Governing Body of a corporation is its Board of Directors. However, if the body corporate is a limited liability partnership, partners form the Governing Body.

Confirm whether the applicant individual is intended to be an independent Member of the Governing Body.

Yes No

If the answer is yes, state how the independence of the individual is determined.

Note: the criteria to be used for determining whether a Member of the governing Body is independent, please refer to section 2.2.17 of the RPP sourcebook.

3.1.3 Senior Executive Officer (SEO)

Member of Governing

Body

Senior Manager

Please indicate at what level the SEO will be Licensed.

Note: Please see AMI module Rule 5.3.4

Please confirm the SEO will be ordinarily resident in the UAE.

Yes No


9 of 21 AUT – IND5/VER2/03-15


3.1.4 Finance Officer

Member of Governing

Body

Senior Manager

Please indicate at what level the Finance Officer will be Licensed.


3.1.5 Compliance Officer

Member of Governing

Body

Senior Manager

Please indicate at what level the Compliance Officer will be Licensed.


Please confirm the Compliance Officer will be ordinarily resident in the UAE.

Yes No


3.1.6 Risk Officer

Member of Governing

Body

Senior Manager

Please indicate at what level the Finance Officer will be Licensed.


3.1.7 Money Laundering Reporting Officer (MLRO)

Member of Governing

Body

Senior Manager

Please indicate at what level the MLRO will be Licensed.


Please confirm the MLRO will be ordinarily resident in the UAE.

Yes No


3.1.8 Internal Auditor

10 of 21 AUT – IND5/VER2/03-15


3.2 The applicant’s role and job description 3.2.1 Job title within the Authorised Market

Institution

3.2.2 Commencement date of Key Individual Functions (dd/mm/yyyy).

3.2.3 Please attach a detailed job description for the applicant, which should include the

activities of the Key Individual function(s) to be carried out. The job description should clearly detail all the responsibilities of the role.

3.2.4 Is the Key Individual function full time? Yes No

If the answer is No, please detail how much of the applicant’s time will be devoted to carrying out the relevant Key Individual function/s

3.2.5 If there are more than one Key Individual function to be carried out by the applicant, please indicate the proportion of time allocated to each role

11 of 21 AUT – IND5/VER2/03-15


SECTION 4 - EDUCATION & PROFESSIONAL QUALIFICATIONS Higher education 4.1 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 4.2 List any professional qualifications held.

Full name of institute Full name of qualification held

Dates of study

From To

12 of 21 AUT – IND5/VER2/03-15


Other relevant qualifications 4.3 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 4.4 Please attach copies of all certificates listed in section 4.

4.5 Are there any qualifications listed in questions 4.1 to 4.3 for which

certificates are unavailable and copies cannot be supplied? Yes

No

If Yes please detail below what due diligence and checks the Authorised Market Institution

has carried out to verify the applicant’s qualifications.

13 of 21 AUT – IND5/VER2/03-15


SECTION 5 - EMPLOYMENT HISTORY 5.1 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

Employment history 5.2 Please provide the following details for all periods of employment detailed in the ten year

period at 5.1 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.

14 of 21 AUT – IND5/VER2/03-15


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.

Employment 2

Full name of employer.


Nature of business.




Contact fax number.

Contact E-mail.






15 of 21 AUT – IND5/VER2/03-15


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

16 of 21 AUT – IND5/VER2/03-15


SECTION 6 - OTHER PERSONAL AUTHROSATIONS/REGISTRATIONS 6.1 Has the applicant held or been granted, in a personal capacity, any

licence, registration or authorisation 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 licence, registration or authorisation held

Scope of activity permitted by Licence, registration or authorisation held

Relevant dates of licence, registration or authorisation held

From

To

SECTION 7 - PROFESSIONAL MEMBERSHIPS 7.1 List all current professional memberships

Full name of organisation Location/jurisdiction

Date of admission/

membership

Brief explanation of the organisation

17 of 21 AUT – IND5/VER2/03-15


SECTION 8 - OTHER HOLDINGS 8.1 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 Market

Institution submitting this application.

SECTION 9 - DUE DILIGENCE UNDERTAKEN BY THE AUHTORSED MARKET

INSTITUTION 9.1 Please describe in detail how the Authorised Market Institution has determined that the

applicant has the relevant competencies (eg skills, knowledge and experience) to carry out the relevant Key Individual function/s.

Technical competence Please indicate the relevant qualifications and training of the applicant individual which are considered relevant for determining that he/she has the competence to perform the proposed Key Individual function/s.

Relevant experience Please indicate the relevant experience of the applicant individual which is considered relevant for determining that he/she has the competence to perform the proposed Key Individual function/s

18 of 21 AUT – IND5/VER2/03-15


SECTION 10 - REFEREES 10.1 Please provide details of two referees who will vouch for the applicant individual’s integrity

and professional experience. The DFSA may contact these referees before the application for Key Individual status is determined.

Note: At least one of the referees must be independent of both the Authorised Market

Institution 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

19 of 21 AUT – IND5/VER2/03-15


SECTION 11 - FIT & PROPER QUESTIONNAIRE 11.1 The applicant individual must complete the following questionnaire.

Answers must be provided to every question.

Has the applicant individual: 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 an 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

acting in the management or conduct of the affairs of a corporation by a court of competent jurisdiction or by a 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 a complaint in connection with a Financial Service or

related services 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 overleaf.

20 of 21 AUT – IND5/VER2/03-15


SECTION 12 - ATTACHMENTS

Relevant Question Attachment Required

Attachment Included

Yes To

Follow N/A

2.13 Copies of all passports held including any current visas

3.2 Copy of the applicant’s detailed job description

4 Copies of ALL certificates listed in questions in the section

Other, please specify

21 of 21 AUT – IND5/VER2/03-15

APPLICATION FORMS AND NOTICES (AFN) – AUT - IND6

For DFSA use only

Form AUT – IND 6 Application to extend or vary Key Individual status

Name of individual

Key Individual number



Firms are requested to contact the Markets Department of the DFSA (switchboard +971 (0)4 362 1500 or [email protected]) before considering completing an application

Page 1 of 12 AUT – IND6/VER3/09-15




This form must be submitted by an Authorised Market Institution applying to extend or vary a Key Individual’s authorised status. In some cases the DFSA may require additional information (including the re-submission of a complete form AUT-IND5 (Application for authorisation of Key Individual status) in order to complete the processing of this application. If this is necessary, the DFSA will contact the person identified in section 2 of this form.

If the Key Individual will cease to perform any Key Individual functions, Form AUT-IND7 (Application to Withdraw Key Individual Status) should be submitted instead of this form.


1 Declarations


3 Changes to Key Individual functions

4 New or additional Key Individual functions

5 Fit & proper questionnaire

6 Additional information

7 Attachments





• Unless otherwise specified, applicant refers to the individual for whom Key Individual status is being sought.

• Unless otherwise specified, Authorised Market Institution refers to the Authorised Market Institution on whose behalf the applicant will be carrying out the Key Individual functions and includes, for the purposes of this application, an applicant for an Authorised Market Institution licence.

• Prior to completing this form, an Authorised Market Institution should read the relevant sections of the AMI module of the DFSA Rulebook applying to Key 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 Key Individual functions.

• Please use section 6 if you wish to provide additional information to clarify or support your answers in other sections of the form.


• 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 the Senior Executive Officer or Compliance Officer of the Authorised Market Institution who is duly authorised to do so. Versions of this form on the DFSA’s website are in PDF format. Editable Microsoft Word versions can be obtained from the DFSA.


Dubai Financial Services Authority Markets Department Level 13, The Gate Dubai International Financial Centre PO Box 75850 Dubai, UAE




SECTION 1 - DECLARATIONS Declaration by the applicant individual 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 Key Individual 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 and the Authorised Market Institution of such fact as soon as reasonably practical.


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.




Name of applicant



Declaration by the Authorised Market Institution 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 Key Individual 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 Key Individual functions to which this application relates. 4. I confirm that I have the authority to make this application, to make the declarations specified

above and sign this form for, or on behalf of, the Authorised Market Institution.


Date




SECTION 2 - GENERAL INFORMATION About the applicant 2.1 Key Individual number


2.3 Family name

2.4 Other names


About the Authorised Market Institution 2.6 Name of the Authorised Market

Institution


2.8 Applicant’s contact person for

this application


2.10 Contact fax number

2.11 Contact e-mail



SECTION 3 - CHANGES TO KEY INDIVIDUAL FUNCTIONS 3.1 Please indicate any changes to the applicants Regulatory Functions

Add* Withdraw 3.1.1 Member of the Governing Body

3.1.2 Senior Executive Officer



3.1.5 Risk Officer

3.1.6 Money Laundering Reporting Officer


* For additions please complete section 4.



SECTION 4 - NEW OR ADDITIONAL KEY INDIVIDUAL FUNCTIONS

4.1 Current job title

4.2 Proposed job title (if different)

4.3 Proposed commencement date of new Key Individual function(s)

4.4 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.

4.5 Please describe in detail how the Authorised Market Institution has determined that the

applicant is competent to carry out the additional Key Individual function(s).

Technical competence Please indicate the relevant qualifications and training of the applicant individual which are considered relevant for determining that he/she has the competence to perform the proposed Key Individual function/s

Relevant experience Please indicate the relevant experience of the applicant individual which is considered relevant for determining that he/she has the competence to perform the proposed Key Individual function/s



4.6 Complete this item if the applicant is applying to become a Member of the Governing Body.

Confirm whether the applicant individual is intended to be an independent Member of the Governing Body. Yes No

If the answer is yes, state how the independence of the individual is determined



SECTION 5 - FIT & PROPER QUESTIONNAIRE 5.1 The applicant individual must complete the following questionnaire


Has the applicant individual: 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?


(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?


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?



(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

SECTION 6 - 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




Relevant Question

Attachment Required Attachment Included

Yes To

Follow N/A

4.4 Revised job description

Other Please list


APPLICATION FORMS AND NOTICES (AFN) - AUT – IND 7

For DFSA use only

Form AUT – IND 7 Application to withdraw Key Individual status

Name of individual

Key Individual number



Firms are requested to contact the Markets 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 Market Institution applying to withdraw a Key Individual’s 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 2 of this form.

If the Key Individual will cease to perform one or more Key Individual functions but will remain a Key Individual, Form AUT-IND 6 (Application to Extend or Vary Key Individual status) should be submitted instead of this form.


1 Declarations


3 Key Individual Function/s





• Unless otherwise specified, applicant refers to the individual for whom Key Individual status is being withdrawn.

• Unless otherwise specified, Authorised Market Institution refers to the firm on whose behalf the application to withdraw Key Individual status is being submitted.

• Prior to the completion of this form, the Authorised Market Institution should read the relevant sections of the AMI module of the DFSA Rulebook applying to Key Individual functions.

• All sections of the form must be completed.


• 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 the Senior Executive Officer or Compliance Officer of the Authorised Market Institution who has the authority to sign this form.


Dubai Financial Services Authority Markets Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE




SECTION 1 - DECLARATIONS Declaration by the Authorised Market Institution 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 Key Individual function, that individual will cease to be a Key Individual. 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 Authorised Market Institution.


Date




SECTION 2 - GENERAL INFORMATION About the applicant 2.1 Key Individual number


2.3 Family name

2.4 Other names


About the Authorised Market Institution 2.6 Name of Authorised Market

Institution



this application


2.10 Contact fax number

2.11 Contact e-mail



SECTION 3 - KEY INDIVIDUAL FUNCTIONS 3.1 Please indicate all the Key Individual functions within the scope of the Key Individual’s

authorised status and indicate the date on which the Key Individual ceased to perform each Key Individual function.

Regulatory Functions Date Function

Ceased (dd/mm/yyyy)

3.1.1 Member of the Governing Body

3.1.2 Senior Executive Officer



3.1.5 Risk Officer

3.1.6 Money Laundering Reporting Officer


3.2 Please indicate the reason(s) for withdrawal of the above Key Individual

Function(s).

3.2.1 Change of responsibilities

3.2.2 End of contract

3.2.3 Resignation

3.2.4 Redundancy

3.2.5 Withdrawal of offer of employment*

3.2.6 Dismissal, termination of employment/contract or requested to resign*

3.2.7 Suspension*

3.2.8 Other*

*If any reasons are indicated in 3.2.5-3.2.8 please provide an explanation below.



3.2.9 Explanation of reasons for withdrawal in 3.2.5 – 3.2.8

3.3 Are there any circumstances which led the Authorised Market Institution to believe that the

Key Individual is no longer fit and proper?

Yes No If Yes, please provide your rationale for this conclusion below.


APPLICATION FORMS AND NOTICES (AFN) – AUT-CRA

Page 1 of 7 AUT – CRA/VER3/02-16

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.



Declaration by the Applicant



(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.



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



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. GEN1 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 PO Box 66 Dubai, UAE

Swift code BBMEAEAD

Reference to be quoted Application fee – [applicant name]

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



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.


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.

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) – SUP1

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)

1 of 1 SUP1/VER2/04-11


Form SUP 3 Application for approval for a Cell of a Protected Cell Company – insurance

Name of Authorised Firm

DFSA Reference number

Cell reference number

(For DFSA use only)

1 of 13 SUP3/VER4/03-15

APPLICATION FORMS AND NOTICES (AFN) - SUP3

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. Declarations

2. Authorised Firm details

3. Ownership details

4. Insurance business

5. General

6. Additional information

7. 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, and 5 must be completed.

• Please use section 6 if you wish to provide additional information that may clarify or support your answers in sections 2-5.

• 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:

DUBAI FINANCIAL SERVICES AUTHORITY AUTHORISATION DEPARTMENT LEVEL 13, THE GATE DUBAI INTERNATIONAL FINANCIAL CENTRE PO BOX 75850

DUBAI, UAE

2 of 13 SUP3/VER4/03-15


1. DECLARATIONS

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

3 of 13 SUP3/VER4/03-15


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

4 of 13 SUP3/VER4/03-15


2. AUTHORISED FIRM DETAILS

2.1

Contact person within Authorised Firm

2.2

Position/title

2.3 Contact details Telephone

(incl. area code)

Fax

E-mail

2.4

Proposed name of the Cell

2.5 Type of Cell

2.6 If applying for a Captive Cell, what Class of Captive?

5 of 13 SUP3/VER4/03-15


3. CELL USERS AND CELL SHAREHOLDERS 3.1 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.

3.2 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.

3.3 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.

6 of 13 SUP3/VER4/03-15


3.4 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.

7 of 13 SUP3/VER4/03-15


4. INSURANCE BUSINESS 4.1 On which date does the Cell wish to commence carrying on Insurance Business?

4.2 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. 4.3 Provide details of sources of the Insurance Business including the percentage from each

source, split by country. 4.4 Please state whether any Licences are required to accept the relevant business from these

countries and, if so, whether you have obtained them.

8 of 13 SUP3/VER4/03-15


4.5 State the nature of the risks to be covered.

Please attach a business plan that includes, as a minimum, with scope of business to be underwritten.

4.6 Will an Insurance Manager underwrite the business? If not, who will?

4.7 Will an Insurance Manager handle the claims? If not, who will?

4.8 Will an Insurance Manager handle the Investment portfolio? If not, who will?

9 of 13 SUP3/VER4/03-15


4.9 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.

4.10 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.

4.11 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.

10 of 13 SUP3/VER4/03-15


5. GENERAL 5.1 Have any proposed Cell users been associated with an application for a Cell or Captive

Insurer in another jurisdiction? If so please give details.

11 of 13 SUP3/VER4/03-15


6. ADDITIONAL INFORMATION Please use this section to provide any information that may clarify or support your answers in sections 2-5. Question Details

12 of 13 SUP3/VER4/03-15


7. ATTACHMENTS

Section Document Attached?

3.2 Group organisation chart and chain of connection regarding Cell

shares

3.4 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.

4.5 Business plan

4.10 Principal reinsurance treaties

Other Please list

13 of 13 SUP3/VER4/03-15


Page 1 of 16 SUP4/VER12/01-20

For DFSA use only

Form SUP4 Applying to vary a Licence If you are applying to add 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 1, 3.3, 3.4, 3.5, 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 Declaration by the applicant All applicants

2 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

3 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

4 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

5 Payment of fees All applicants, as relevant

6 Checklist of attachments All applicants, as relevant

7 Disclosure of information to the Dubai International Financial Centre Authority (DIFCA)

All applicants


• 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.



• 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.

• 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.



Section 1: Declaration by the applicant



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



Section 2: Addition of Financial Services and/or financial products to vary a Licence

2.1 Please indicate, in the matrix below, the additional Financial Services and/or financial

products you wish to add to your Licence.

Financial Services (GEN Chapter 2)

Share

s

Debe

ntu

res

Warr

ants

Cert

ific

ate

s

Optio

ns

Units

Futu

res

Str

uctu

red

Pro

ducts

Rig

hts

und

er

a L

TI C

ontr

act*

Deposit

PS

IA**

Inte

rest

in a

n E

MP

Sch

em

e**

*


2. Providing Credit




6. Managing Assets














20. Operating an EMP Scheme***

21. Acting as the Administrator of an EMP Scheme***

*LTI Long Term Insurance Contract ** PSIA Profit Sharing Investment Account. In relation to the Financial Service of Managing a PSIA,

please state whether this will be a Restricted PSIA or an Unrestricted PSIA. *** EMP Scheme Employee Money Purchase Scheme

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.



2.2 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.

2.3

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:




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.

2.4

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.



2.5 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.

Document All applicants

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

2.6 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.

2.7

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.



2.8 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.

2.9

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.

2.10

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”.

2.11

Please advise of the date that you are proposing to begin providing these additional Financial Services and/or financial products.



2.12 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. 2.13 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.

FOR AN AUTHORISATION TO OPERATE AN EMPLOYEE MONEY PURCHASE SCHEME. 2.14 Please advise:

• the name of Scheme that is to be established/operated by the applicant;

• the legal form of each Scheme (e.g. whether it is a trust or another legal form);

• the jurisdiction in which each Scheme is established;

• what law governs the contributions to the Scheme;

• whether Members can make additional voluntary contributions;

• whether there are any restrictions applicable to the payout in respect of voluntary contributions; and

• the name of the Administrator of each Scheme.

FOR AN AUTHORISATION TO ACT AS THE ADMINISTRATOR OF AN EMPLOYEE MONEY PURCHASE SCHEME. 2.15 Please:

• advise the name of the Scheme or Schemes to which you are to be appointed as the Administrator, and the name of the Operator of the Scheme;

• provide a copy of the approval from the supervisory board of the Scheme;

• advise if the Scheme is not established in the DIFC:

• what is jurisdiction in which the Scheme has been established;

• what is the legal form of the Scheme (e.g. whether it is a trust or another legal form);

• what law governs the contributions to the Scheme;

• whether Members can make additional voluntary contributions; and

• whether there are any restrictions applicable to the payout in respect of voluntary contributions.



Section 3: Removal of Financial Services and/or financial products from a Licence

3.1 Please indicate in the matrix below, the Financial Services and/or financial products you wish

to remove from your Licence.

Financial Services (GEN Chapter 2)

Share

s

Debe

ntu

res

Warr

ants

Cert

ific

ate

s

Optio

ns

Units

Futu

res

Str

uctu

red

Pro

ducts

Rig

hts

und

er

a L

TI C

ontr

act*

Deposit

PS

IA**

Inte

rest

in a

n E

MP

S**

*


2. Providing Credit




6. Managing Assets














20. Operating an EMPS***

21. Acting as the Administrator of an EMPS***

*LTI Long Term Insurance Contract ** PSIA Profit Sharing Investment Account. In relation to the Financial Service of Managing a PSIA, please state whether this will be a Restricted PSIA or an Unrestricted PSIA. *** EMPS Employee Money Purchase Scheme

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.



3.2 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:




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.

3.3

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.

3.4

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.

3.5 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.

TO REMOVE AN AUTHORISATION AS AN OPERATOR OF AN EMPLOYEE MONEY PURCHASE SCHEME. 3.6 With respect to each Scheme you have operated:

• if the Scheme is to be transferred to another DFSA Licensed Operator, provide the name of that Operator and the effective date of the transfer;

• if the Scheme is to be transferred to another Operator licensed and regulated in a jurisdiction outside the DIFC, provide the name of that Operator and the jurisdiction in which it is located and the effective date of the transfer;

• if the Scheme is wound up, provide the effective date of the winding up; and

• provide a copy of the supervisory board approval to be removed as Operator

TO REMOVE AN AUTHORISATION AS THE ADMINISTRATOR OF AN EMPLOYEE MONEY PURCHASE SCHEME. 3.7 With respect to each Scheme for which you act as the Administrator:

• please advise whether the Scheme will continue to operate with a different Administrator;

• if the Scheme has been wound up, provide the effective date of the winding up; and

• provide a copy of the supervisory board approval to be removed as the Administrator



Section 4: Varying or withdrawing conditions or restrictions imposed on a Licence

4.1 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 4.2)

Variation (go to question 4.3)

4.2

Please state the grounds under which you consider it appropriate for the condition or restriction to be withdrawn.

4.3

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.

4.4

Please advise of the date that you are proposing to vary or withdraw conditions or restrictions imposed on your Licence.



Section 5: 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, you will be invoiced by the DFSA. Please make the payment by bank transfer in US dollars, the relevant bank details will be included on the invoice you will receive from the DFSA. Cheques or Bank drafts cannot be accepted.

Applications will not be processed until the full relevant fee (including applicable bank charges), where one is due, is received by the DFSA.



Section 6: Attachments

Relevant Question

Attachments Yes No

2.2 Updated regulatory business plan

2.3 / 3.2 Financial projections, including:


• 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).

2.6 Revised organisation chart

2.8 / 2.12 Islamic Finance Business supplement, if applicable

2.12 Banking and Lending supplement, if applicable

2.12 Insurance supplement, if applicable

2.12 Sales and Trading supplement, if applicable

2.12 Asset Management supplement, if applicable

2.12 Public Fund supplement, if applicable

2.12 Exempt Fund Form, if applicable

2.13 AUT-IND Forms for those individuals that will be holding a Licensed Functions

3.5 AUT-IND3 Forms for those individuals that are no longer required to hold Licensed Functions with the applicant firm

3.5 AUT-IND4 Form for the Individual that will be the Principal Representative

3.6 Employee Money Purchase Scheme Supplement, if applicable

Other – please specify



Section 7: 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.






For DFSA use only

Form SUP 5 Application to:

• request an endorsement on the Licence of a new applicant firm or

• add or remove an endorsement on the Licence of an existing firm


* if known




This form and any applicable supplements should be submitted by firms seeking to:

• Hold or control Client Assets or hold Insurance Monies (the “Client Assets/Insurance Monies endorsement”).

• Carry on Financial Services with Retail Clients (the “Retail endorsement”).

• Carry on the Financial Service of Insurance Intermediation relating to Long-Term Insurance.

It should be used by the following two types of applicant (the “applicant”):

1. A new applicant firm (i.e. not yet authorised) requesting an endorsement as part of its overall application for a Licence; or,

2. An existing Authorised Firm wishing to add or remove an endorsement on its Licence.

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*.

If you wish to vary your Licence or withdraw your Licence completely, please submit the relevant Forms to your relationship manager, if one has been assigned, or via the DFSA Contact Portal.

* New applicant firms, only, do not need to complete the contact details box if the information is the same as that supplied in the Form AUT-CORE.

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 advisor (s) assisting with the application, if any.

Would you like us to copy in your advisor on any correspondence? Yes No



Content Section Title To be completed by

1 Declaration by the applicant All applicants

2 Addition of retail endorsement New applicant or existing Authorised Firms wishing to add the endorsement to their Licence

3 Removal of retail endorsement Authorised Firms wishing to remove the endorsement to their Licence

4 Addition of Client Asset/Insurance Monies endorsement

New applicant or existing Authorised Firms wishing to add the endorsement to their Licence

5 Removal of Client Asset/Insurance Monies endorsement

Authorised Firms wishing to remove the endorsement to their Licence

5A Addition of Long-Term Insurance endorsement

New applicant or existing Authorised Firms wishing to add the endorsement to their Licence

5B Removal of Long-Term Insurance endorsement

Authorised Firms wishing to remove the endorsement to their Licence

6 Payment of Fees Existing firms only, as relevant

7 Checklist of attachments All applicants, as relevant


All applicants

Notes for completing this form The DFSA will grant an endorsement only if is satisfied that the applicant has demonstrated that it has the ability to carry out the activity in conformity with the requirements set out in the relevant DFSA Rulebooks. A. When assessing an application for a Retail endorsement, the DFSA will consider,

among other things:

1. The adequacy of an applicant’s systems and controls for carrying on Financial Services with a Retail Client.

An applicant must be able to demonstrate that its systems and controls (including policies and procedures) adequately provide for compliance with the requirements specifically dealing with Retail Clients, including:

• 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.

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.

B. When assessing an application for a Client Assets/Insurance Monies endorsement,

the DFSA will consider, among other things:

1. That the applicant has arranged for the proper protection of Client Assets/Insurance Monies in accordance with the responsibility it has accepted.

2. That the applicant is able to demonstrate that its systems and controls (including policies and procedures) adequately provide for compliance with the requirements specifically dealing with Client Assets/Insurance Monies, including:

• organisational arrangements to ensure appropriate oversight over Client Assets/Insurance Monies;

• identification of Client Assets/Insurance Monies;

• suitability assessment on Third Party Agents/Eligible Bank with whom Client Assets/Insurance Monies are held;

• segregation of Client Assets/Insurance Monies and undertaking of reconciliations of the Client Accounts; and

• provision of required disclosures and reporting to Clients, and the keeping of accurate records.

3. Whether the applicant’s systems and controls are 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 oversight over Client Assets/Insurance Monies.

4. The adequacy of the applicant’s policies and procedures following a Distribution Event.

5. That an applicant has policies and procedures meeting the requirements in A5.13 – Client Money Distribution Rules of the COB Module. These require an Authorised Firm to have adequate written policies and procedures to distribute Client Money following a Distribution Event.

C. When assessing an application for an endorsement to conduct Insurance Intermediation

activities relating to Long-Term Insurance, the DFSA will consider, among other things, whether the applicant has staff with sufficient knowledge, skills and experience relating to the underlying investments of Long-Term Insurance.

D. New applicant firms should include this form with the application “pack” submitted to the

DFSA, and existing Authorised Firms should return the completed form by email to the firm’s relationship manager, if one has been assigned, or via the DFSA Contact Portal.

Firms are advised to retain the original copy of the form and all relevant attachments for their records.



SECTION 1 – DECLARATION BY THE APPLICANT




(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.

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, 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.

Authorised signatory* Date

Name

Position/title

* Senior Executive Officer of the Authorised Firm or for new applicant firms the authorised signatory



SECTION 2 – ADDITION OF RETAIL ENDORSEMENT ON THE APPLICANT’S LICENCE 2.1 With respect to offering Financial Services to Retail Clients:

• New applicant firms – please fully explain in your Regulatory Business Plan the rationale for seeking this endorsement.

• Existing Authorised Firms - please describe any changes to the firm’s business plan including any impact on the applicant’s financial position and its regulatory capital requirements.

2.2 Please describe your policies and procedures, systems and controls, and customer

documentation covering (but not limited to) such matters as Client classification, Anti-Money Laundering/Counter-Terrorist Financing, complaints handling, staffing, training of staff, marketing material, suitability, and disclosure of fees and commissions, and any other inducements to Retail Clients.

Please confirm that your client agreement appropriately reflects that you will be dealing with Retail Clients and/or Professional Clients.

Existing Authorised Firms should highlight, in particular, the changes this will require the firm to make, and the overall impact it will have on the firm’s business and its risk management and compliance frameworks.

SECTION 3 – REMOVAL OF RETAIL ENDORSEMENT ON THE APPLICANT’S LICENCE 3.1 With respect to the removal of the endorsement to provide Financial Services to Retail

Clients, please explain the impact on the applicant’s financial position and its regulatory capital requirements.

3.2 Please describe any arrangements that the applicant has made, or will make, concerning its

existing Retail Clients, including obtaining any consents where required.



SECTION 4 – ADDITION OF A CLIENT ASSET/INSURANCE MONIES ENDORSEMENT ON THE APPLICANT’S LICENCE 4.1 Please select the specific “Client Assets/Insurance Monies endorsement” you are applying

for:

an endorsement to hold or control client assets

an endorsement to hold insurance monies

both

4.2 With respect to holding or controlling Client Assets or holding Insurance Monies:

• New applicant firms – please fully explain the rationale for seeking this endorsement in your Regulatory Business Plan.

• Existing Authorised Firms - please describe any changes to the firm’s business plan including any impact on the applicant’s financial position and its regulatory capital requirements, where applicable.

4.3 Please describe your procedures, systems and controls, and customer documentation

covering (but not limited to) such matters as Client Assets/Insurance Monies , Anti-Money Laundering/Counter-Terrorist Financing, Complaints handling, staffing, training of staff, marketing materials, disclosure requirements, client reporting and reconciliation requirements.

Existing Authorised Firms should highlight, in particular, the changes this will require the firm to make, and the overall impact it will have on the firm’s business and its risk management and compliance frameworks.

4.4 Supporting documents:

• New applicant firms do not need to complete this section as there is a separate checklist within Form AUT-CORE.

• For existing firms, the supporting documents listed below will need to have been revised, and be ready for inspection by the DFSA, at the time you submit this form.

By ticking the “Revised, complete, and ready to be inspected” box, you are confirming these supporting documents meet all applicable standards and contain necessary provisions taking into account the nature, size and complexity of your activities.

Document All existing firm applicants

Compliance Manual Revised, complete, and ready to be inspected

Compliance Monitoring Programme Revised, complete, and ready to be inspected

Client Agreement Revised, complete, and ready to be inspected



4.5 With respect to holding or controlling Client Assets or holding Insurance Monies, please describe the applicant’s senior management responsibilities, and attach a work flow chart, including details of individuals responsible for this activity, and the frequency of activities such as reconciliations.

4.6 In respect of Employees, please describe the extent to which Employees, have been, or will

be, trained to ensure they are competent to handle Client Assets/Insurance Monies.

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 applicant’s Employees involving handling Client Assets/Insurance Monies.

4.7 For existing Authorised Firms, please advise the date that you are proposing to begin to hold

or control Client Assets or hold Insurance Monies.

(For new applicant firms this is assumed to be from the date that you are authorised to commence business).

SECTION 5 – REMOVAL OF A CLIENT ASSET/INSURANCE MONIES ENDORSEMENT ON THE APPLICANT’S LICENCE 5.1 With respect to the removal of the endorsement to hold or control Client Assets or hold

Insurance Monies, please advise the impact of this change on the applicant’s business activities. Where applicable, please advise the impact on the applicant’s regulatory capital requirements.

5.2 Please describe any arrangements that the applicant has made, or will make, concerning

your existing Clients where you hold or control Client Assets or hold Insurance Monies, including obtaining any consents where required.

5.3 Please advise the effective date you are proposing for the removal of this endorsement.

If you have already ceased to hold or control Client Assets or hold Insurance Monies, please also state the date on which this occurred.



SECTION 6 – PAYMENT OF FEES

For new applicant firms no fee is payable in respect of the endorsement(s) applied for. Existing Authorised Firms may be required to pay the DFSA an application fee for the endorsement. 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 7 – ATTACHMENTS

Relevant Question

Attachments Yes No

please specify:

SECTION 8 – DISCLOSURE OF INFORMATION TO THE DUBAI INTERNATIONAL FINANCIAL CENTRE AUTHORITY 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.




APPLICATION FORMS AND NOTICES (AFN) – GEN1

Form GEN1 Application for a waiver or modification

Name of applicant

(If applicable) Licence number /

DFSA Registration/Reference

number

Waiver reference number

(For DFSA use only)

1 of 11 GEN1/VER1/03-15


Purpose of this form This form must be submitted when applying for a waiver or modification of a Rule of the DFSA

Rulebook or a provision of the Markets Law 2012 (“Markets Law”).

Contents

This form consists of six sections: 1. Declaration and signature

2. Applicant details

3. Details of waiver/modification sought

4. Research and reasons

5. Publication

6. Additional information.


• Prior to submitting an application to the DFSA, the applicant should contact their usual DFSA

contact to discuss the application.

• For Authorised Firms subject to thematic supervision, the dedicated contact portal should be

used:

http://www.dfsa.ae/Pages/ContactUs/SupervisedFirmContactForm.aspx

• If the applicant is not regulated by the DFSA, and does not have an existing contact with the DFSA, contact should be made through the general enquiries form on the DFSA website here.

• 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 to 5 must be completed.

• Please use section 6 if you wish to provide additional information that may clarify or support your answers in sections 2 to 5.

• Questions must be fully answered and the use of acronyms should be avoided.

• Answers must be typed and the form must be signed by:

• the Senior Executive Officer or Compliance Officer if the applicant is an Authorised Firm, Issuer or Reporting Entity;

• the relevant Key Individual or Director if the applicant is an Authorised Market Institution;

• the Managing Director or Partner if the applicant is a Registered Auditor.

2 of 11 GEN1/VER1/03-15

http://www.dfsa.ae/Pages/ContactUs/SupervisedFirmContactForm.aspx

http://dfsa.ae/Pages/ContactUs/GeneralEnquiriesForm.aspx?EnType=General%20Enquiries

http://dfsa.complinet.com/en/display/display_main.html?rbid=1547&element_id=5717


• Please ensure any supporting documentation is clearly labelled and securely attached.

• You can inspect published waivers/modifications on the DFSA website.

• RPP Sourcebook chapter 9 sets out more information about the DFSA’s approach to considering applications for waivers/modifications. You should note in particular paragraphs 9.3.4 to 9.3.6, which set out the DFSA’s expectations about the research and analysis you should carry out before applying for a waiver/modification and information you should include in your application.

• Please return the completed form to either your usual DFSA supervisory contact, or the contact person at the DFSA dealing with your application.

3 of 11 GEN1/VER1/03-15

http://dfsa.complinet.com/en/display/display.html?rbid=1547&record_id=14606

http://dfsa.complinet.com/en/display/display_main.html?rbid=1547&element_id=20768


1. DECLARATION

Declaration by applicant

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.


this form for the applicant.

Print Name of Senior Executive Officer/Compliance Officer/

relevant Key Individual/ Director/ Managing Director/ Partner*

/ /

Signature of Senior Executive Officer/Compliance Officer/

relevant Key Individual/ Director/ Managing Director/ Partner*

Date *Delete as appropriate

4 of 11 GEN1/VER1/03-15


2. APPLICANT DETAILS

2.1 Name of applicant

2.2 DFSA Registration / Reference number / Licence number (if applicable)

2.3

Contact person

2.4

Position/title


(incl. area code)

E-mail

5 of 11 GEN1/VER1/03-15


3. DETAILS OF WAIVER/MODIFICATION SOUGHT 3.1 Are you applying for a variation of an existing waiver/modification? If so, give the waiver/modification number.

3.2 State the Rule(s) of the DFSA Rulebook or Article(s) of the Markets Law to which this application relates.

3.3 What is the desired outcome of the proposed waiver/modification?

3.4 Are you applying for the Rule(s)/Article(s) to be waived completely, or for a modification of the

Rule(s)/Article(s)? If a modification, provide a draft of the modification sought.

6 of 11 GEN1/VER1/03-15

APPLICATION FORMS AND NOTICES (AFN) – GEN1 3.5 Detail any special requirements.

7 of 11 GEN1/VER1/03-15


4. RESEARCH AND REASONS 4.1 Confirm that you have checked the waivers/modifications published by the DFSA for any

precedent. If your application is based on precedent, give the reference number of the relevant waiver/modification.

4.2 Give a full and clear explanation of why you need the waiver/modification. 4.3 Explain clearly the impact, as it currently stands, that the relevant Rule(s)/Article(s) has on you. 4.4 Explain clearly why you believe (a) compliance with the current Rule(s)/Article(s) is

disproportionate in light of your circumstances; and/or (b) compliance with it in a modified form (or with conditions) would achieve the same or similar effect.

8 of 11 GEN1/VER1/03-15

APPLICATION FORMS AND NOTICES (AFN) – GEN1 4.5 Identify any risks which the waiver/modification may create if granted (e.g. risks to; your clients,

your compliance with a requirement or standard, or to the DFSA’s ability to regulate your activities) and how you propose to mitigate those risks (e.g. any conditions which could be included on the waiver/modification).

9 of 11 GEN1/VER1/03-15


5. PUBLICATION 5.1 The DFSA is required under the Regulatory Law 2004 to publish all waiver/modifications unless it is satisfied that it is inappropriate or unnecessary to do so. Are you content for the waiver/modification to be published? If no, state your reasons.

10 of 11 GEN1/VER1/03-15


6. ADDITIONAL INFORMATION Please use this section to provide any information that may clarify or support your answers in sections 2 to 5. Question Details

11 of 11 GEN1/VER1/03-15

APPLICATION FORMS AND NOTICES (AFN) – GEN

Form GEN 2

Notification of appointment, resignation and termination of an Auditor

Name of Authorised Person


Firms are requested to contact the supervision department of the DFSA

(switchboard +971 (0)4 362 1500) before considering completing an application

(For DFSA use only)

1 of 6 AFNGEN2 VER1/03-15



This form must be submitted by an Authorised Person on the appointment, resignation and termination of its Auditor. It must be submitted immediately after the Authorised Person becomes aware of the appointment, resignation or termination. 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 2 of this form.

Where an Authorised Person has re-appointed the same Auditor / Audit Principal, no notification is required. Contents Section Title

1 Declaration


3 Change of Auditor


• Defined terms are identified throughout this application form by the capitalization of the initial letter of a word or phrase and are defined in the Glossary module (GLO) of the DFSA’s Rulebook.




• Answers must be typed, in electronic format, and the form must be signed by the Senior Executive Officer or Compliance Officer of the Authorised Person.


Dubai Financial Services Authority Supervision Department Level 13, The Gate Building Dubai International Financial Centre PO Box 75850 Dubai, UAE

• Authorised Persons are advised to retain a copy of this form and all relevant attachments for their records.



SECTION 1 - DECLARATION




sign this form for, or on behalf of, the Authorised Person.

Signature of Senior Executive Officer / Compliance Officer

Date

Name of Senior Executive Officer / Compliance Officer



SECTION 2 - GENERAL INFORMATION

About the Authorised Person

2.1 Name of Authorised Person

2.2 DFSA Reference Number

2.3 Authorised Person’s contact

person for this notification


2.5 Contact e-mail

About the outgoing Auditor

2.6 Name of Auditor

2.7 DFSA Reference Number (if

applicable)

2.8 Name of Audit Principal / audit

partner signing the audit report


applicable)



About the last audit

2.10 Details of financial year-end for which outgoing auditor issued its audit opinion

2.11 Date of the last Financial Statement Auditor’s Report

2.12 Date of the last Regulatory Returns Auditor’s Report

2.13 Date of the last Client Money Auditor’s Report (if applicable)

2.14 Date of the last Insurance Monies Auditor’s Report (if applicable)

2.15 Date of the last Safe Custody Auditor’s Report (if applicable)

About the incoming Auditor

2.16 Name of Auditor


applicable)

2.18 Name of the responsible Audit

Principal / audit partner


applicable)



SECTION 3 – CHANGE OF AUDITOR

3.1 Please indicate the date (dd/mm/yyyy) on which this change is

effective. (this is generally the date of the annual general meeting at which the appointment is made)

3.2 Please indicate the reason(s) for the change of Auditor.

3.2.1 Auditor no longer independent

3.2.2 Auditor not willing to be re-appointed / has resigned

3.2.3 Audit fee

3.2.4 Alignment with the Group Auditor

3.2.5 Auditor’s knowledge and competence

3.2.6 Other 3.2.7 Provide a full explanation of the reason(s) identified in 3.2.1 – 3.2.6

3.2.8 Has the outgoing Auditor submitted a notice in accordance with

Article 102(4) of the Regulatory Law?

Yes No N/A

3.2.9 Does the notice contain a statement in accordance with Article

102(4)(b) of the Regulatory Law? *

Yes No N/A

* That is, that there are any circumstances connected with its ceasing to act that should be brought to

the notice of members, unitholders or creditors If Yes to 3.2.9, then please provide the copy to the DFSA.


APPLICATION FORMS AND NOTICES (AFN) – CIR

1 of 9 CIR/VER8/12-17

For DFSA use only

Form CIR Notification of the marketing and selling of Funds Applicant’s contact person for

this notification

Position/title

Correspondence address

Telephone / fax number

E-mail address


2 of 9 CIR/VER8/12-17

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. Declaration 2. Authorised Firm information 3. Marketing and selling of Foreign Funds 4. Marketing and selling of Domestic and External Funds

All firms must complete sections 1 and 2, together with section 3 or 4 as applicable, or both, if this is the case. An Authorised Firm should not file this form if, during the preceding calendar year, it has not undertaken marketing, selling or any other Transaction in respect of a Unit of any Domestic Fund or Foreign Fund. On receipt of this form, the DFSA may, as appropriate, request any other information to provide further clarification.



• Questions must be answered fully and the use of abbreviations or acronyms should be avoided or, if used, they should be 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.

• This form covers the same period for all firms – the preceding calendar year – and is required to be submitted to the DFSA by the 31st of January each year.

• Once completed, this form should be submitted along with Sections 2, 3 and 4, in Excel format only, to [email protected]. The Excel format required is attached to the electronic version of this form.

• Firms are advised to retain a copy of the form for their records.



3 of 9 CIR/VER8/12-17

SECTION 1: DECLARATION

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.

2. I confirm that I have the authority to make this declaration 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 designated by any of the aforementioned persons

Date

Name of above person

Position/title


4 of 9 CIR/VER8/12-17

SUMMARY SHEET

Particulars Number of Funds

Designated Funds (Part A)

Other Foreign Fund criteria (Part B)

Recommendation-Based Offers of Units of Foreign Funds (Part C)

Offer of Units of Foreign Funds under Article 54(1)(c) of the Law (Part D)

Marketing and Selling of Domestic and External Funds (Section 4)

Total

SECTION 2 – AUTHORISED FIRM INFORMATION

2.1 Full name of the Authorised Firm



5 of 9 CIR/VER8/12-17

SECTION 3 – MARKETING AND SELLING OF FOREIGN FUNDS

PART A: Designated Funds

PART A :

If this is a Foreign Property Fund

please indicate whether it meets

the requirements of CIR 15.1.7

Yes / No

0 0 1

0 0 2

0 0 3

0 0 4

0 0 5

0 0 6

0 0 7

0 0 8

0 0 9

0 0 10

0 0 11

0 0 12

0 0 13

0 0 14

0 0 15

0 0 16

0 0 17

0 0 18

0 0 19

0 0 20

Firm Number Firm Name Designated Fund Type CIR 15.1.5

DESIGNATED FUNDS

Name of FundName of the Fund

Manager

Recognised Jurisdiction CIR

15.1.5


6 of 9 CIR/VER8/12-17

PART B: Other Foreign Fund criteria

(a) (b) (c) (d) (a) (b) (c) (a) (b) (c) Yes No

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

If Fund is rated or graded as

investment grade provide

name of rating agency

Name of FundPlace of domicile or

incorporationName of Fund Manager

Please indicate which of the

eligible criteria relates to the

Fund Custodian under CIR

15.1.6(2)

Jurisdiction of Investment

ManagerName of Investment ManagerJurisdiction of CustodianName of Custodian

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 under CIR 15.1.6(4)

If this is a Foreign Property Fund

please indicate whether it meets the

requirements of CIR 15.1.7


7 of 9 CIR/VER8/12-17

PART C: Recommendation-Based Offers of Units of Foreign Funds

Regulated Regulated Regulated

Yes / No Yes / No Yes / No CIR 15.1.8 COB 3.4.21

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

Name of FundPlace of domicile or

incorporationName of Fund Manager Name of Custodian Name of Investment Manager

Confirm suitability assessment is undertaken

for each client in accordance with CIR 15.1.8

and COB 3.4.2


8 of 9 CIR/VER8/12-17

PART D: Offers of Units of Foreign Funds under Article 54(1)(c) of the Collective Investment Law 2010 (CIL)

Regulated Regulated Regulated

Yes / No Yes / No Yes / No

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

Name of Investment

ManagerName of Fund Place of domicile or incorporation Name of Fund Manager Name of Custodian

Confirm Fund meets requirements in CIR

Rule 15.1.9


9 of 9 CIR/VER8/12-17

SECTION 4 – MARKETING AND SELLING OF DOMESTIC AND EXTERNAL FUNDS

0 0 1

0 0 2

0 0 3

0 0 4

0 0 5

0 0 6

0 0 7

0 0 8

0 0 9

0 0 10

0 0 11

0 0 12

0 0 13

0 0 14

0 0 15

0 0 16

0 0 17

0 0 18

0 0 19

0 0 20

Name of Fund Name of the Fund ManagerFirm Number Firm Name

APPLICATION FORMS AND NOTICES (AFN) – AMI1

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 1 AMI1/VER2/04-11


Form AMI3 Applications and Notifications Concerning a Change in Control


DFSA reference number

(For DFSA use only)

1 of 11 AMI3/VER3/03-15


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

This form consists of six sections:

1. Declaration

2. Controllers – individuals

3. Controllers – undertakings

4. Details of new control or change in level of control

5. Additional information

6 Attachments



• Section 2 must be completed if the application/notification of a change in control relates to an individual.

• Section 3 must be completed if the application/notification of a change in control relates to an undertaking.

• Sections 1 and 4 must be completed in respect of all applications/notifications.

• Please use section 5 if you wish to provide additional information that may clarify or support your answers in sections 2 - 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 Market Institution’s relevant Key Individual, Director or the relevant Controller.

2 of 11 AMI3/VER3/03-15


• Please return completed form to:

DUBAI FINANCIAL SERVICES AUTHORITY AUTHORISATION DEPARTMENT LEVEL 13, THE GATE DUBAI INTERNATIONAL FINANCIAL CENTRE PO BOX 75850

DUBAI, UAE

3 of 11 AMI3/VER3/03-15


1. DECLARATION

1.1 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

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 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

4 of 11 AMI3/VER3/03-15


2. CONTROLLERS (individuals)

2.1 Title (e.g. Mr, Mrs, etc)

2.2 Family name

2.3 Other names


2.5 Date of birth (dd/mm/yyyy)

2.6 Place of birth

2.7 Passport number

Please provide a copy of the individual’s passport

2.8 Nationality

5 of 11 AMI3/VER3/03-15


2.9 Details of any directorships or partnerships held.

Company/Partnership name Principal activity

Please use the additional space provided in section 5 if necessary.

2.10 Details of any other Controller positions held.

Company/Partnership Name Principal Activity Nature of Control

6 of 11 AMI3/VER3/03-15


3. CONTROLLERS (Undertakings)

3.1 Full name of Undertaking

3.2 Date of formation/establishment

(dd/mm/yyyy)

3.3 Place of establishment

3.4 Postal address

3.5 Head office (if different from 2.4)

3.6 Legal status

(e.g. company, partnership, trust, etc)

3.7 Principal activity

3.8 Name of Undertaking’s Financial

Services Regulator (if applicable)

3.9 Undertaking’s website address (if

applicable)

7 of 11 AMI3/VER3/03-15


3.10 Directors/Partners of the Controller

Name Job Title


8 of 11 AMI3/VER3/03-15


4. DETAILS OF NEW CONTROL OR CHANGE IN LEVEL OF CONTROL

4.1 Is the Authorised Market Institution seeking approval or making a notification under the Rules?

4.1.1 Approval

4.1.2 Notification

4.2 State the reason for approval/notification:

4.2.1 holding increase from below 10% to 10% or more;



4.2.4 holding decrease from more than 50% to 50% or less; or

4.2.5 significant management influence

4.3 Effective date (dd/mm/yyyy) / /

4.4 Total control expressed as a percentage of shares (as defined in AMI 6.1.2) %

4.5 Please provide details of how the control can be exercised


9 of 11 AMI3/VER3/03-15


5. ADDITIONAL INFORMATION

Please use this section to provide any information that may clarify or support your answers in sections 2 - 4.

Question Details

10 of 11 AMI3/VER3/03-15


6. ATTACHMENTS


2.7 Copy passport

Other Please list

11 of 11 AMI3/VER3/03-15

APPLICATION FORMS AND NOTICES (AFN) – REC1

For DFSA use only

Form REC1 Application for Recognised Member status

For enquiries relating to this form please email [email protected] or contact the Markets Department on Tel +971 (0)4 362 1647

Page 1 of 8 REC1/VER9/03-15




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 Declaration • This section should be completed by all

applicants.

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


http://www.dfsa.ae/


Notes for completing this form • The term “applicant” refers to the entity for which Recognised Member status is being

sought.




• 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.



• Firms are advised to retain a copy of the form and any relevant attachments for their records.



SECTION 1 - DECLARATIONS 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.

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 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.

Signature of Director/Partner of the applicant

Date

Name of Director/Partner of the applicant

Position/title



SECTION 2 - GENERAL INFORMATION About the applicant 2.1 Full name of applicant to be

recognised under REC Rule 2.5

2.2 Please give details of any

trading name(s) (if different from the name in 2.1 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

2.3 Applicant’s registered or head

office in its home jurisdiction

2.4 Applicant’s place of business outside of the DIFC from which its proposed AMI activities will take place, if different from the address in 2.3

2.5 Main telephone number of address in 2.4 (incl. country and area codes)

2.6 Main fax number of address in 2.4 (incl. country and area codes)

2.7 Applicant’s contact person for this application

Position/title

Correspondence address (if different from 2.3 above)

Telephone number

Mobile number

Fax number



E-mail address

2.8 Legal nature of applicant (e.g. Company, Partnership, LLP, etc)

2.9 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] 2.10 Please indicate which of the following types of Investments will be the subject of this

application

Securities (NASDAQ Dubai only)

Derivatives (NASDAQ Dubai only)

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] 2.11 Please give details of the type of membership being applied for on the AMI indicated in 2.9

above. (e.g. trading member, clearing member, etc)

2.12 Please list any exchanges and clearing houses on which the applicant is currently carrying

on one or more financial services.



SECTION 3 - RECOGNITION STATUS UNDER REC RULE 2.5 3.1 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

3.2 Please attach a copy of the Licence or other evidence confirming the

Licence has been issued and remains current. Attached:

3.3 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 2.11 not covered by the regulator in 3.1 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

3.4 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 4 – 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 2.9 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


APPLICATION FORMS AND NOTICES (AFN) – MKT1

1 of 12 MKT1/VER2/04-16

For DFSA use only

MKT 1 Form Application for the Approval of a Prospectus and the Admission of Securities to the Official List

For enquiries relating to this form please contact:

Telephone: +971 4 362 1500 E-mail: [email protected]


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An application form to:

1. Issue a Prospectus pursuant to Article 14 of the Markets Law 2012 (the “Market Law”) or a Supplementary Prospectus pursuant to Article 18 of the MKT Law or any other document required to be approved by the DFSA under Chapters 2 and 6 of the Markets module of the DFSA Rulebook (“MKT”); and

2. Request the 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 MKT.

Instructions for completing this form

• Section A of this form must be completed by all applicants.

• Section B of this form must be completed by:

(i) applicants seeking the approval of a Prospectus in accordance with the requirements prescribed in the MKT; and/or

(ii) applicants seeking the approval of a summary document in accordance with the requirements in MKT Rule 2.4.1(i).

• Exempt Offerors are not required to complete section B of this form.

• Section C of this form must be completed by applicants seeking the admission of Securities to the Official List of Securities of the DFSA. Applicants may include, where the context requires, the issuers of the Securities.

• A Prospectus includes the Summary, Registration Statement and Securities Note as specified in MKT, and references to a Prospectus in this form include a “Base Prospectus”.

• 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 of the DFSA Rulebook (“GLO”).

• Please use additional sheets as required and submit as an attachment when the provided form does not fit the required information.

• Please type all dates in the dd/mm/yy format.

• Please include country and area codes when providing telephone numbers.

• Questions must be answered fully and the use of abbreviations or acronyms should be avoided.


• Answers must be typed in electronic format and the form must be signed by a Director of the applicant.


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• All applicants must sign the declaration. A passport copy of the individual authorised to sign the declaration must be provided with this form.

• Applicants must submit documents and fees required under MKT Rules 2.6, 6.3 or 9.4 and must provide the details of the person who is responsible for the payment of fees when the initial submission is made for the DFSA’s review.

• 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. The details of the DFSA account to which you need to pay the fee are listed below.

• Only payment by bank transfer in US Dollars to the account listed below is accepted. Cheques or bank drafts will not be accepted. Applicants should provide a copy of the remittance advice to the DFSA.



IBAN AE080200000020683751100


Swift code BBMEAEAD

Reference to be quoted Application fee [applicant name]


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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.

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 any consent specified above, and if applicable.


5. I acknowledge my and the applicant’s obligations and the legal implications of the following (please check the relevant section accordingly):

Prospectus Approval ☐

a) Approval of Prospectus/Registration Statement/Securities Note/Summary under the

Market Law and MKT.

b) All the required information has been included in the Prospectus, or if the final version

has not yet been submitted, all such information will be included in the Prospectus prior

to its submission.

c) 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

MKT. All other requirements of the DFSA in respect of this application have been or will

be complied with.

Admission of Securities to the Official List of Securities ☐

a) All the eligibility pre-requisites for listing under the Listing Rules 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. 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 DFSA from listing the

Securities that are the subject of this application.

d) There are no other facts bearing on our application which, in our opinion, should be


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Signature of Director of the applicant Date

Name of Director of the applicant

Note: Prospectus Approval section under paragraph 5 above does not apply to Exempt Offerors and paragraph 5 does not apply to Exempt Securities. 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.

disclosed to the DFSA.

e) The applicant and where different, the issuer, comply with the requirements of all

Securities regulators that regulate them and comply with the rules and regulations of any

other exchange on which their Securities are listed and/or traded.

f) Where the application for admission is made with respect to Exempt Securities, I confirm

that between the date of this application and the date of the 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 that are the subject of this application.


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SECTION A

General Information

1.1 Full name of the applicant

Address

1.2 Full name of the Reporting Entity (if different from the applicant)

Address

1.3 Please nominate two individuals of the applicant or the Reporting Entity, if different, to be the main points of contact with the DFSA

Individual 1 Individual 2

Full name

Address

Position/title

Telephone number

Mobile number

Email address


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Position

Email address

1.5 Name of the current auditor

Accounting standards and auditing standards applied

1.6 Country of incorporation or registration

Date of incorporation or registration

1.7 Website address

1.8 Financial year-end

1.9 Name and address of the transfer agent or share registrar and the paying agent

1.10 Please insert the details of the adviser or the sponsor where relevant.

Full name

1.4 Name of the person for whom to send the DFSA application fees invoice


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Address

Contact Person

Position/title

Telephone number

Mobile number

Email address

1.11 The periodic distribution date (for Debenture or Sukuk)

1.12 Redemption date (for Debenture or Sukuk)


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SECTION B Application for the Approval of Prospectus and other documents

2.1 Please select the document to be approved by the DFSA under MKT.

1 Prospectus ☐

2 Supplementary Prospectus ☐

3 Summary Document (Exempt Securities, MKT Rule 2.4.1(i)) ☐

2.2 Please check the submitted documents.

Document Yes No N/A

1 Prospectus/Supplementary/Summary Document ☐ ☐ ☐

2 Copy of any document incorporated by reference in the Prospectus

☐ ☐ ☐

3 IPO timetable ☐ ☐ ☐

4 Sponsor’s declaration ☐ ☐ ☐

5 All relevant checklists ☐ ☐ ☐


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SECTION C Application for the Admission of Securities to the Official List of Securities

3.3 Amount and full description of Securities (30,000,000 common shares of 10 cents each fully paid, size of an issuance programme, etc…)

3.4 Expected market cap post issue (in US$) (In the case of Debentures, the total net tangible assets of the applicant)

3.1 ISIN code(s) of the Securities which are to be admitted to the Official List of Securities

3.2 Type of issue (IPO, rights, placing, Debenture issuance programme, warrants, etc…)

3.5 The name of the proposed settlement system


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3.8 Particulars of any litigation or material claims made against the applicant or Reporting Entity (if different) or any member of its group in the last 12 months or which are pending or threatened against the applicant or the Reporting Entity or any member of its group, or an appropriate negative statement:

3.9 Has the applicant 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?

Yes ☐ No ☐

If yes, please provide details for such refusal or withdrawal?

Details of the clearing and settlement arrangements

3.6 The name of any other stock exchange where Securities of the applicant are listed/traded or where an application for listing/trading has been made

3.7 Projected date of issuance of the definitive Securities certificates (for Exempt Offerors who intend to issue Securities in dematerialised form)


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3.10 Where application is made for Exempt Securities without a Prospectus, explain the

applicable exemption under MKT Rule 2.4 or if you are an Exempt Offeror state the basis of the exemption.

Checklist

3.11 Please check the submitted documents.

Document Yes No N/A

1 Confirmation on the number of Shares to be allotted ☐ ☐ ☐

2 Completed shareholder statement ☐ ☐ ☐

3 Completed pricing statement ☐ ☐ ☐


For DFSA use only

MKT3 Form Sponsor’s Declaration

For enquiries relating to this form please contact:

Telephone: +971 4 362 1500 E-mail: [email protected]

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• 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.



• The sponsor is advised to retain a copy of this form and any relevant attachments for record purposes.

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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

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APPLICATION FORMS AND NOTICES (AFN) –AUD 1

For DFSA use only

Form AUD 1 Notification of Intention to continue to undertake responsibilities of an Audit Principal for a Registered Auditor

Name of Audit Principal

Name of Registered Auditor

DFSA Registration/Reference Number

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The DFSA has recently made amendments to the regulatory regime applicable to auditors of Authorised Firms, Authorised Market Institutions, Public Listed Companies and Domestic Funds. As part of these amendments, the DFSA introduced a requirement to register Audit Principals of Registered Auditors.

Please refer to DFSA Consultation Paper 91 and the recently enacted Regulatory Law 2004 and Auditor Module (AUD) of the DFSA Rulebook for full details regarding amendments to the audit regime and status of Audit Principals. These documents can be found on the DFSA website www.dfsa.ae under the tab “Legal Framework”.

Due to the nature of the amendments regarding Audit Principals, the DFSA requires existing Audit Principals to submit a notification to the DFSA confirming their intention to continue to undertake the responsibilities of an Audit Principal under the new regime, in addition to providing details that would, in the future, normally be required for registration of an Audit Principal.

The Audit Principal and relevant Registered Auditor must submit this form by Monday 20th October 2014. If an existing Audit Principal does not intend to undertake the responsibilities of an Audit Principal, the Audit Principal and the relevant Registered Auditor must submit an application to withdraw that individual as an Audit Principal (AUD 2 Form – Application to withdraw Audit Principal Status – found in the AFN Module of the DFSA Sourcebook).


1 Declarations



4 Attachments

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http://www.dfsa.ae/


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.

• Prior to completion of this form, the Audit Principal and the Registered Auditor should read the AUD Module of the DFSA Rulebook and Part 8 of the Regulatory Law 2004.

• 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.


• Answers must be typed in electronic format and the form must be signed by the Audit Principal and the Managing Partner of the Registered Auditor.

• 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. • Please return the completed form to:


• Audit Principals and Registered Auditors are advised to retain a copy of this form and all relevant attachments for their records.

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SECTION 1 - DECLARATIONS

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


2. I declare that, I meet the registration criteria under AUD Rule 2.4.2 and I am otherwise fit and

proper to undertake the responsibilities of an Audit Principal and, in the event of a failure on my part to meet the registration criteria or otherwise remain fit and proper, I shall notify the DFSA of such fact as soon as reasonably practical.

3. I declare that I have read and understood the Auditor Module of the DFSA Rulebook and

Regulatory Law 2004, and I consent to continue to undertake the responsibilities of an Audit Principal for the relevant Registered Auditor.

4. 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 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 or previously provided to the DFSA.



Signature of Audit Principal

Date


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Declaration by the Registered Auditor

1. I declare that, to the best of my knowledge and belief, having made due enquiry into the Audit

Principal’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.

2. I declare that to the best of my knowledge and belief, having made due enquiry, the Audit Principal meets the registration criteria set out in AUD Rule 2.4.2 and is otherwise fit and proper to undertake the responsibilities of an Audit Principal for the relevant Registered Auditor.

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 Registered Auditor.

Signature of Managing Partner Date

Name of Managing Partner

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SECTION 2 - GENERAL INFORMATION About the Audit Principal 2.1 Title (Mr, Mrs etc.)

2.2 Full name as it appears in the Audit Principal’s passport

Please attach a copy of all passports held by the Audit Principal, including copies of any current visas.

2.3 Job title within the Registered Auditor.

SECTION 3 - FIT & PROPER QUESTIONNAIRE 3.1 Please complete the following questionnaire in relation to the Audit Principal.

Answers must be provided to every question. Has the Audit Principal: 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 rules, regulations, statements or principle or codes of practice made under or by a governmental or other regulatory authority including a self regulatory body or organization exercising powers and performing functions in relation to the regulation of auditors or by any other self-regulatory organisation or professional body?

(iv) been refused or restricted the right to carry on a trade, business or profession requiring a license, registration or other authority?


(vi) been concerned with the management of a Body Corporate which has been or is currently the subject of an investigation into an 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?


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(xi) been the subject of a complaint in connection with the provision of audit services which relates to his integrity or competence ?

(xii) been censured, disciplined, publicly criticised by or the subject of a court order at the instigation of a governmental or other regulatory authority including a self regulatory body or organization exercising powers and performing functions in relation to the regulation of auditors or any officially appointed inquiry?

If you have answered Yes to any questions, please provide appropriate details of the matter below.


Relevant Question

Attachment Required

Attachment Included

Yes To

Follow N/A


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For DFSA use only

Form AUD 2 Application to withdraw Audit Principal Status


Audit Principal number (if relevant)



Firms are requested to contact the Supervision Department of the DFSA

(+9714 362 1500) or [email protected] before considering completing an application.

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This form must be submitted by a Registered Audit or the relevant Audit Principal applying to withdraw Audit Principal 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 2 of this form.


1 Declarations


3 Withdrawal of Audit Principal status


• Defined terms are identified throughout this application form by the capitalization 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 Audit Principal Status is being withdrawn.

• Unless otherwise specified, Registered Auditor refers to the firm on whose behalf the application to withdraw Audit Principal Status is being submitted.

• Prior to completion of this form, the Audit Principal and the Registered Auditor should read the AUD Module of the DFSA Rulebook and Part 8 of the Regulatory Law 2004.




• Answers must be typed, in electronic format, and the form must be signed by the Audit Principal and the Managing Partner of the Registered Auditor.



• Audit Principals and Registered Auditors are advised to retain a copy of this form and all relevant attachments for their records.

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SECTION 1 - DECLARATIONS Declaration by the Registered Auditor 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 registered to

undertake the responsibilities of an Audit Principal, that individual will cease to be an Audit Principal.


sign this form for, or on behalf of, the Registered Auditor.

Signature of Managing Partner Date

Name of Managing Partner

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


2. I declare my understanding that once my status as an Audit Principal is withdrawn I am no

longer permitted to undertake any responsibilities of an Audit Principal.

Signature of Audit Principal

Date


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SECTION 2 - GENERAL INFORMATION About the Audit Principal 2.1 Audit Principal number

(if relevant)


2.3 Family name

2.4 Other names

About the Registered Auditor 2.5 Name of Registered Auditor

2.6 DFSA Registration/Reference

Number


this application


2.9 Contact e-mail

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SECTION 3 – Withdrawal of Audit Principal Status 3.1 Please indicate the date (dd/mm/yyyy) on which the Audit Principal ceased to undertake the

responsibilities of an Audit Principal.

3.2 Please indicate the reason(s) for withdrawal of the Audit Principal status.

3.2.1 Change of responsibilities

3.2.2 End of contract

3.2.3 Resignation

3.2.4 Redundancy

3.2.5 Withdrawal of offer of employment*

3.2.6 Dismissal, termination of employment/contract or requested to resign*

3.2.7 Suspension*

3.2.8 Other*

*If any reasons are indicated in 3.2.5-3.2.8 please provide an explanation below.

3.2.9 Explanation of reasons for withdrawal in 3.2.5 – 3.2.8

3.3 Are there any circumstances which lead the Registered Auditor to believe the Audit Principal

is no longer fit and proper?

Yes No If Yes, please provide your rationale for this conclusion below.

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3.4 Please confirm the Registered Auditor is able to comply with AUD Rule 2.3.2 (AUD Rule

2.3.2 requires a Registered Auditor, at all times, to have at least one individual appointed by it to undertake the responsibilities of an Audit Principal).

Yes No If No, please provide further information below.

3.5 Please confirm the Registered Auditor has made appropriate arrangements with respect to

its existing audit clients who are Relevant Persons (Domestic Firm, Public Listed Company or Domestic Fund).

Yes No If No, please provide further information below.

3.6 Please detail any other matter the DFSA would reasonably expect to be notified of or

resolved prior to withdrawal of the Audit Principal Status.

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APPLICATION FORMS AND NOTICES (AFN) – AUD 3

Form AUD 3 Application for registration as a Registered Auditor

Name of applicant

Firms are requested to contact the Supervision Division of the DFSA

(Switchboard +9714 362 1500 or [email protected]) before considering completing an application.

(For DFSA use only)

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APPLICATION FORMS AND NOTICES (AFN) – AUD3


This form must be submitted by a person applying to be registered with the DFSA as a Registered Auditor

under Part 8 of the Regulatory Law 2004 and the Auditor Module (AUD) of the DFSA Rulebook.

A person wishing to apply for registration as a Registered Auditor must submit a completed copy of this

form to the DFSA.

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 2.

Contents

Section Title

1 Declaration

2 Applicant Details

3 Anti-Money Laundering

4 Fit & Proper Questionnaire for the applicant


6 Fee

7 Attachments

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• Defined terms are identified throughout this application form by the capitalization 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 person seeking the registration as a Registered Auditor.

• Prior to completion of this form, the applicant should read the AUD Module of the DFSA Rulebook, AML Module of the DFSA Rulebook and Part 8 of the Regulatory Law 2004.




• Answers must be typed, in electronic format, and the form must be signed by the Managing Partner of the applicant and the proposed Money laundering Reporting Officer (if different).


Dubai Financial Services Authority

Supervision Department

Level 13, The Gate Building

Dubai International Financial Centre

PO Box 75850

Dubai, UAE

• Applicants are advised to retain a copy of this form and all relevant attachments for their records.

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1. DECLARATION

Declaration by the applicant

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


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 declare that the firm, the Audit Principals and its Employees are fit and proper to perform the audit

services.



5. 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.

Name of Managing Director / Partner signing this form

/ /

Signature of Managing Director / Partner Date

Name of the MLRO

/ /

Signature of the MLRO Date

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2. APPLICANT DETAILS

2.1 Full or proposed name of person

to be registered

2.2 Address of person (include both

office and postal address)

(Please indicate if current or

proposed)

2.3 Person’s head office if applicant

is a branch office

2.4 Name of person’s other

branches and addresses

2.5 Main telephone number of

address in 2.2

(incl. country and area codes)

2.6 Main fax number of address in

2.2

(incl. country and area codes)

2.7 Website address (if applicable)


this application

Position/title

Correspondence address

(if different from 2.2 above)

Telephone number:

Fax number

E-mail address

2.9 Legal nature of the applicant

2.10 Date and place of incorporation

/formation of the applicant

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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”

2.11 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 audit firm

Relevant contact person within

the adviser

Contact address

Telephone/Fax number:

E-mail address

2.12 Details of ownership of applicant

(if insufficient space please attach additional sheets)

2.13 List Recognised Professional Qualifications held by the controllers of the applicant.

Note: AUD 2.2.3 (1)(f) requires that the applicant is controlled by a majority of individuals who hold Recognised

Professional Qualifications.

Full name of controllers Full name of Recognised

Professional Qualification

Full name of Recognised

Professional Body

Note: Please attach a copy of the Recognised Professional Qualifications for all the controllers of the applicant.

2.14 Number of Employees

2.15 Applicant’s financial year end

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2.16 Background and history of applicant (if insufficient space, please attach additional sheets)

2.17 Please indicate whether you intend to provide Audit Services to: (please tick the relevant box)

Domestic Firms and / or Domestic Funds Yes No

Public Listed Companies Yes No

2.18 Please detail the resources to be used to conduct audits of Domestic Firms and Domestic Funds (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)

2.19 Please detail the resources to be used to conduct audits of Public Listed Companies (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)

Note: Please list your previous experience in conducting audits of Public Listed Companies.

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2.20 Please provide your approach to ensuring continuing professional development provided for Employees including Audit Principals (if insufficient space please attach additional sheets)

2.21 Please list the individuals who will undertake responsibilities of Audit Principals. (Rule 2.3.2 of AUD

requires A Registered Auditor must at all-time have at least one individual appointed by it to undertake the responsibilities of an Audit Principal).

Audit Principal name

Note: For each Audit Principal listed above, please complete and attach AUD 4 form

2.22 Please provide details of professional indemnity insurance

Before registration, the applicant will need to demonstrate that it holds adequate and appropriate professional indemnity insurance which covers all types of civil liability arising in connection with the conduct of the applicant’s business by Employees, including its Audit Principals.,

Note: Please attach a copy of the applicant’s insurance certificate or cover note.

8 of 18 AFN– AUD3/VER1/03-15


2.23 Has the applicant 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 attach a copy of any findings.

2.24 Do the applicant’s systems, procedures and controls ensure compliance with the International

Standards on Auditing (ISAs) as issued by IAASB? (Please provide a copy of the applicant’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 ISAs). 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.

9 of 18 AFN– AUD3/VER1/03-15


2.25 Does the applicant’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 applicant’s current quality control policies and procedures. If the applicant’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 ISQC 1. The DFSA may wish to inspect the IT systems to verify compliance.

Yes No

If “No”, please provide details of where system does not comply.

2.26 Does the applicant’s system, procedures and controls ensure compliance with the Code of Ethics for

Professional Accountants (Code) as issued by International Federation of Accountants (IFAC)? (Please provide a copy of the applicant’s current ethics policies and procedures. If the ethics policies and procedures are integrated into its internal IT systems please provide a summary of how the policies and procedures comply with the IFAC Code. The DFSA may wish to inspect the IT systems to verify compliance.

Yes No

If “No”, please provide details of where system does not comply.

10 of 18 AFN– AUD3/VER1/03-15


3. ANTI-MONEY LAUNDERING

3.1 Anti-Money Laundering Procedures

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 AML Module of the

DFSA Rulebook. These policies, procedures, systems and controls should include, amongst

other things, arrangements to:

a. Ensure senior management of the applicant is aware of their responsibility for the

applicant’s compliance with the AML Module, and the duty to exercise due skill, care

and diligence in carrying out these responsibilities;

b. Comply with the UAE Federal Law No.4 of 2002 regarding the Criminilisation of Money

Laundering and any other relevant UAE Federal Laws;

c. Monitor for, detect and report suspicious activities, customers and transactions;

Note: Applicants should ensure the procedures include a requirement to comply with the

Rules for the making of Suspicious Activity Reports (SARs) in the correct format to the

Anti-Money Laundering Suspicious Cases Unit (AMLSCU) of the UAE Central Bank, and

the DFSA being immediately notified that a report has been made. Details of the required

format of the report and details for submission can be found on the DFSA website;

d. Conduct risk assessments of its business and customers, the finding of which should be

used to inform and determine the appropriate level of Customer Due Diligence;

e. Review the effectiveness of its anti-money laundering policies, procedures, systems and

controls at periodic intervals;

f. Where relevant, establish and maintain systems and controls to obtain and make

appropriate use of relevant resolutions or sanctions issued by the United Nations

Security Council;

g. Where relevant, establish and maintain systems and controls to obtain and make

appropriate use of any findings, recommendations, guidance, directives, resolutions,

sanctions, notices or other conclusions issued by government of the of UAE, Central

Bank of UAE, Financial Action Task Force, UAE enforcement agencies and the DFSA;

h. Assess its risks in relation to money laundering and to perform enhanced due diligence

investigations as appropriate in light of the risks;

i. Establish and maintain an AML training and awareness programme; and

j. Ensure compliance with any other obligation in the DFSA's AML Module.

11 of 18 AFN– AUD3/VER1/03-15


3.1.2 Does the applicant apply similar or equivalent AML policies, procedures, systems and

controls mentioned in 3.1.1 to its non-DIFC activities?

Yes No

If “No”, please provide details?

3.1.3 Do another jurisdiction's laws or Regulations prevent or inhibit the applicant from complying

with the U.A.E. Law No.4 of 2002 regarding Criminilisation of Money Laundering or the AML

Module of the DFSA Rulebook?

Yes No

If Yes, please give full details

Note: Should such an event arise in the future audit firms are obliged to notify DFSA in writing promptly

12 of 18 AFN– AUD3/VER1/03-15


3.2 Money Laundering Reporting Officer (MLRO)

3.2.1 Full Name of MLRO (as stated in

passport)

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 the current passport held by the MLRO, and a copy of their current visa.

3.2.6 Job title/level within the firm

Please attach a detailed job description clearly outlining the MLRO’s role and responsibilities within the firm and attach details of the MLRO’s employment record for the previous 10 years highlighting any experience relevant to the role of MLRO.

3.2.7 Please confirm the MLRO will ordinarily reside in the UAE Yes No

3.2.8 Residential address

3.2.9 Contact details Telephone

Mobile

E-mail

3.2.10 What steps has the applicant taken to ensure that the MLRO is capable and suitably qualified

to undertake the roles and responsibilities as set out in AML Module of the DFSA Rulebook.

(AML Rule 11.3 and 11.4 lists the qualities and responsibilities of a MLRO respectively).

Please provide details.

13 of 18 AFN– AUD3/VER1/03-15


3.2.11 Please complete the following questionnaire in relation to the proposed MLRO


Has the applicant MLRO: Yes No

(i) been convicted or found guilty by any court of competent jurisdiction in



or agency or any self-regulatory organisation or other professional

body?


Regulations, statements or principle or codes of practice made under or

by a Financial Services Regulator or other supervisory body?




(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 an allegation of misconduct or malpractice?


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?


otherwise to act in the management or conduct of the affairs of a

corporation by a Court of competent jurisdiction or Regulator?


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

which relates to his integrity, competence or financial soundness?

14 of 18 AFN– AUD3/VER1/03-15


(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?


15 of 18 AFN– AUD3/VER1/03-15


4. FIT & PROPER QUESTIONNAIRE FOR THE APPLICANT

4.1 Please complete the following questionnaire in relation to the applicant or any of the

controllers of the applicant:


Has the applicant: 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?



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


appointed inquiry?


16 of 18 AFN– AUD3/VER1/03-15


5. 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.


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


6. 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 FER 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.



IBAN AE080200000020683751100

Bank details HSBC Bank Middle East

PO Box 66

Dubai, UAE

Swift code BBMEAEAD


17 of 18 AFN– AUD3/VER1/03-15


7. ATTACHMENTS


2.10 Certificate of Incorporation/Company Registration/Partnership Agreement Y N N/A

2.13 Copies of Recognised Professional Qualifications for all the controllers Y N N/A

2.21 AUD 4 form for each Audit Principal Y N N/A

2.22 Professional Indemnity Insurance Certificate or Cover Note Y N N/A

2.23 Copy of findings Y N N/A

2.24 Copy of systems, procedures and controls in relation to International Auditing Standards Y N N/A

2.25 Copy of quality control policies and procedures Y N N/A

2.26 Copy of systems, procedures and controls in relation to Code of Ethics Y N N/A

3.1.1 Anti-Money Laundering procedures Y N N/A

3.2.5 Copy(ies) of passport(s) Y N N/A

3.2.6 MLRO job description Y N N/A

3.2.6 MLRO employment details for the last 10 years Y N N/A

Other Please list Y N N/A

Y N N/A

18 of 18 AFN– AUD3/VER1/03-15


For DFSA use only

Form AUD 4 Application for registration as an Audit Principal

Name of individual

Name of Registered Auditor / applicant registered auditor

DFSA Registration/Reference Number (If applicable)

Firms are requested to contact the Supervision Division of the DFSA

(Switchboard +971 (0)4 362 1500 or [email protected]) before considering completing an application

1 of 9 AFN– AUD4/VER1/03-15




The purpose of this form is to register an individual to undertake any of the responsibilities of an Audit Principal under Part 8 of the Regulatory Law 2004 and the Auditor Module (AUD) of the DFSA Rulebook. This form must be completed and submitted by the individual applying for registration as an Audit Principal and the relevant Registered Auditor/applicant registered auditor. Before submitting this application to the DFSA, the relevant Registered Auditor /applicant registered auditor should make all reasonable enquires as to the applicant’s fitness and propriety to undertake the responsibilities of an Audit Principal.

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 2.


1 Declaration


3 Audit Principal Registration


5 Attachments



• Unless otherwise specified, applicant refers to the individual for whom Audit Principal registration is being sought.

• Prior to completion of this form, the applicant should read the AUD Module of the DFSA Rulebook, AML Module of the DFSA Rulebook and Part 8 of the Regulatory Law 2004.




• Answers must be typed, in electronic format, and the form must be signed by the Managing Partner of the Registered Auditor / applicant registered auditor and the applicant.



SECTION 1 - DECLARATION 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 meet the registration criteria under AUD Rule 2.4.2 and I am otherwise fit and

proper to undertake the responsibilities of an Audit Principal and, in the event of a failure on my part to meet the registration criteria or otherwise remain fit and proper, I shall notify the DFSA of such fact as soon as reasonably practical.

3. 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 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 or previously provided to the DFSA.




Name of applicant



SECTION 2 - GENERAL INFORMATION About the applicant 2.1 Title (Mr, Mrs etc.)

2.2 Full name as it appears in the applicant’s passport

2.3 Other names



2.6 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. 2.7 Has the applicant previously been registered as an Audit Principal

with the DFSA? Yes

No

If Yes, please indicated the applicant’s previous individual reference number with the DFSA

2.8 Applicant telephone number

2.9 Applicant E-mail

2.10 Applicant’s contact person for this application

Position/title

Telephone number:

E-mail address



2.11 Is the applicant currently:

1) registered / regulated in any jurisdiction by a governmental or other regulatory authority including a self-regulatory body or organization exercising powers and performing functions in relation to the regulation of auditors?

Yes

No

2) responsible for undertaking responsibilities equivalent to the role of Audit Principal, as defined in Article 97(c) of the Regulatory Law 2004, in any jurisdiction by a governmental or other regulatory authority including a self-regulatory body or organization exercising powers and performing functions in relation to the regulation of auditors?

Yes

No

If Yes, please provide details

2.12 Has the applicant held any position or performed any function that

required a licence, registration or authorisation by the DFSA or any Financial Services Regulator?

Yes No

If Yes please provide full details below:

Full name of Financial Services Regulator or DFSA

Nature of licence, registration or authorisation

Scope of activity permitted by licence, registration or authorisation

Effective dates of licence, registration or authorisation

From

To



SECTION 3 – AUDIT PRINCIPAL REGISTRATION

The applicant’s role 3.1 Job title within the Registered

Auditor/applicant registered auditor.

3.2 Commencement date of Audit Principal status (dd/mm/yyyy).

3.3 Please describe in detail how the Registered Auditor/applicant registered auditor has

determined that the applicant is fit and proper to undertake the responsibilities of an Audit Principal.

Recognised Professional Qualifications 3.4 List all Recognised Professional Qualifications obtained by the applicant.

Full name of Recognised Professional Qualification

Full name of Recognised Professional Body

Dates of study

From To

Membership of Recognised Professional Body 3.5 List all Recognised Professional Bodies which the applicant is a member of.

Full name of Recognised Professional Body

Date of admission/ membership

Current membership

Yes

No

Yes

No



Yes

No

Copies of certificates 3.6 Please attach copies of all certificates listed in section 3.4.

The applicant’s experience 3.7 Provide details of relevant post qualification audit experience obtained in 5 of the last 7 years.

Also provide details of experience in a managerial role supervising and finalizing audits.

Year

Relevant post qualification audit experience

Managerial role?

1

Yes

No

2

Yes

No

3

Yes

No

4

Yes

No

5

Yes

No

6

Yes

No

7

Yes

No



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 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 license, registration or other authority?


(vi) been concerned with the management of a Body Corporate which has been or is currently the subject of an investigation into an 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?





Relevant Question

Attachment Required

Attachment Included

Yes To

Follow N/A


3.6 Copies of all certificates listed in questions

Other, please specify



For DFSA use only

Form AUD5 Applying to withdraw registration as a Registered Auditor



Registered Auditors are requested to contact the Supervision Division of the DFSA

(Switchboard +971 (0)4 362 1500) before considering completing an application

Page 1 of 7 AFN/AUD5/VER1/03-15


Purpose of this form This form should be submitted if you are wishing to withdraw your registration as a Registered Auditor. If your application to withdraw your registration as a Registered Auditor is successful, we will withdraw the designation of all Audit Principals. You are also required to submit AFN-AUD2 form for all Audit Principals as part of the 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:

Content

Section Title

1 Declaration by the applicant


3 Request for withdrawal

4 Clients


6 Attachments



Notes for completing this form • The term “you” refers to the legal entity for which a withdrawal of registration as a Registered

Auditor 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 registration as a Registered Auditor.

• 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.



• Answers must be typed in electronic format and the form must be signed by the Managing Director / Partner. The form is available in word format on the DFSA’s website.

• Before completing this form, we urge you to read the part 8 of the Regulatory Law 2004 and AUD 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.


Dubai Financial Services Authority Supervision Division Level 13, The Gate Building, Dubai International Financial Centre PO Box 75850, Dubai, UAE

• You are advised to retain a copy of this form, and all attachments for their records.




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 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.

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.

4. I confirm that during the withdrawal process, the firm will not accept any appointment or re-appointment as a Registered Auditor or issue any audit reports in relation to a Relevant Person without obtaining the prior written consent of the DFSA.


Name of the Managing Director / Partner signing this form

Signature of the Managing Director / Partner

Date



Section 2: General Information

Registered Auditor’s contact person for this application

Position/title

Telephone number: E-mail address

Section 3: Request for withdrawal

WI1. What are your reasons for requesting a withdrawal of your registration?

WI2. Please provide a copy of the Governing Body’s resolution to approve your intention to withdraw?

Yes No

WI3. Have you ceased providing Audit Services in or from the DIFC?

Yes No

WI4. If yes, what date did you cease providing Audit Services in or from the DIFC?

WI5. If the answer to WI3 is no, please provide the date on which you intend to cease providing Audit 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 a self-regulatory body, Financial Services Regulator or other supervisory body?

Yes No

WI8. Can you confirm that all fees payable to the DFSA have been paid?

Yes No

WI9. Is there any other matter which the DFSA would expect to be resolved before granting a request to withdraw your registration as a Registered Auditor?

Yes No

WI10. If yes, please provide further details of the matters outstanding.



Section 4: Clients

WI11. Have you notified all your clients in regard to ceasing to providing Audit Services in or from the DIFC?

Yes No

WI12. What arrangements have you put in place to ensure that you discharge all obligations that you owe to your clients?

WI13. What arrangements have you put in place to ensure all Records / Working Papers and files are kept safe and are accessible as and when required?

WI14. Please provide a contact person whom DFSA can contact if required following withdrawal of registration. This should include the name, postal address, telephone number and e-mail address.

Section 5: 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.


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




Section 6: Attachments

Relevant Question

Attachments Yes No

WI2 Governing Body resolution to seek withdrawal of registration as a Registered Auditor

WI11 Copy of notification letter sent to clients

Other – please specify



Form AUD 6

Registered Auditor Money Laundering Reporting Officer (MLRO)


DFSA Registration / Reference Number

Registered Auditors are requested to contact the Supervision Division of the DFSA

(Switchboard +9714 362 1500) before considering completing an application.

(For DFSA use only)

1 of 8



This form must be used by a Registered Auditor to notify the DFSA of any changes in its MLRO. The DFSA

may require additional information in order to finalise the processing of this notification.

Contents

Section Title

1 Declarations

2 MLRO

3 Attachments



• Unless otherwise specified, applicant refers to the person seeking the registration as a Registered Auditor.

• Prior to completion of this form, the applicant should read Part 8 of the Regulatory Law 2004, the AUD Module of the DFSA Rulebook and AML Module of the DFSA Rulebook.




• Answers must be typed, in electronic format, and the form must be signed by the Managing Partner of the applicant and the MLRO (if different).


Dubai Financial Services Authority

Supervision Division

Level 13, The Gate Building

Dubai International Financial Centre

PO Box 75850

Dubai, UAE

• Registered Auditors are advised to retain a copy of this form and all relevant attachments for their records.

2 of 8 AFN/AUD6/VER1/03-15


SECTION 1 - DECLARATIONS

1.1 MLRO Declaration

1.1.1 I declare that, I have read and understood the AML Module of the DFSA Rulebook and am aware of

the obligations and requirements I must adhere to as a MLRO.

Name of MLRO

/ /

Signature of MLRO Date



1.2 Declaration by the Managing Director / Partner

1.2.1 I declare that, to the best of my knowledge and belief, having made due enquiry, the information


1.2.2 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 Registered Auditor or any person connected to the Registered Auditor. 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.

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


1.2.4 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.

Name of Managing Director / Partner signing this form

/ /

Signature of Managing Director / Partner Date



SECTION 2 - MLRO

2.1 Full Name of proposed MLRO

[as stated in passport]


2.3 Place of birth

2.4 Passport number

2.5 Please state the country and place

of issue of the proposed MLRO’s

passport

Please attach a copy of the current passport held by the proposed MLRO, and a copy of their current visa.

2.6 Job title/level within the Registered Auditor

2.7 Please confirm the proposed MLRO will ordinarily reside in the UAE Yes No

2.8 Residential address:


Mobile

E-mail

2.10 What steps has the Registered Auditor taken to ensure that the applicant MLRO is capable

and suitably qualified to undertake the roles and responsibilities as set out in AML Module of

the DFSA Rulebook. (AML Rule 11.3 and 11.4 lists the qualities and responsibilities of a

MLRO respectively). Please provide details.



2.11 Please complete the following questionnaire in relation to the proposed MLRO Answers must be provided to every question.

Has the applicant MLRO: Yes No

(i) been convicted or found guilty by any court of competent jurisdiction in



or agency or any self-regulatory organisation or other professional

body?



by a Financial Services Regulator or other supervisory body?




(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 an allegation of misconduct or malpractice?


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?


otherwise to act in the management or conduct of the affairs of a

corporation by a Court of competent jurisdiction or Regulator?


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

which relates to his integrity, competence or financial soundness?



(xii) been censured, disciplined, publicly criticised by or the subject of a court


appointed inquiry?





Section Document Attached

2.5 Copy of passport held by the proposed MLRO along with the visa.

Y N N/A

Other Please list
