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Consultation Paper No. AFSA-PSRD-CSP-2026-0005 from 15 July 2026 on Targeted Amendments to the AIFC Rules
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INTRODUCTION
Why are we issuing this Consultation Paper (CP)?
The Astana Financial Services Authority (AFSA) has issued this Consultation Paper (CP) to seek views on proposed targeted amendments to the AIFC Rules relating to Captive Insurance, protection of Client Assets, and Islamic finance.
Who should read this CP?
The proposals in this paper will be of interest to Captive Insurers, Authorised Firms who hold or control Client Investments, Provide Custody, Authorised Firms conducting Islamic Financial Business, and any other interested stakeholders.
Terminology
Defined terms have the initial letter of the word capitalised, or of each word in a phrase. Definitions are set out in the AIFC Glossary (GLO). Unless the context otherwise requires, where capitalisation of the initial letter is not used, the expression has its natural meaning.
What are the next steps?
We invite comments from interested stakeholders on the proposed amendments. All comments should be in writing and sent to the email specified below. When sending your comments by email, please use “Consultation Paper AFSA-PSRD-CSP-2026-0005” in the subject line. You may, if relevant, identify the organisation you represent when providing your comments. The AFSA reserves the right to publish, including on its website, any comments you provide, unless you expressly request otherwise. Comments supported by reasoning and evidence will be given more weight by the AFSA.
The deadline for providing comments on the proposed amendments is 15 September 2026. Once we receive your comments, we shall consider if any refinements are required to this proposal.
Following the public consultation, we may proceed with making relevant changes to the AIFC Acts as appropriate to reflect the points raised in the consultation. You should not act on the proposals until the amendments are enacted.
The AFSA prefers to receive comments by email at consultation@afsa.kz.
Structure of this CP
Part I – Background
Part II – Proposals relating to Captive Insurance
Part III – Proposals relating to protection of Client Assets
Part IV – Proposals relating to Islamic finance
Part V – Public Consultation Questions
Annex 1 – Proposed Targeted Amendments to the AIFC Rules
PART I – BACKGROUND
1. Through supervisory engagement and its ongoing iterative review of the AIFC regulatory framework, the AFSA has identified a number of gaps, inconsistencies, and areas where clarification is required. While these issues do not warrant a comprehensive review of the relevant frameworks, they require targeted amendments to enhance regulatory clarity and support effective supervision. Rather than deferring such changes until a broader review is undertaken, the AFSA considers it appropriate to address them through timely and focused amendments to the relevant AIFC Acts.
2. Accordingly, the AFSA has brought these proposals together in a single consolidated policy project introducing targeted amendments across a number of AIFC Acts. This approach allows separately identified issues to be considered through a coordinated policy process, promotes consistency in the development of the regulatory framework, and facilitates the implementation of targeted improvements.
3. The proposals in this Consultation Paper cover three key areas of the AIFC regulatory framework: captive insurance, protection of Clients’ Assets, and Islamic finance.
PART II – PROPOSALS RELATING TO CAPTIVE INSURANCE
Clarification of “Group” Definition for Captive Insurers
Policy issue
4. While the presence of captive insurers demonstrates the growing diversity of the AIFC's insurance market, a discrepancy exists regarding the classification of Captive Insurers. Under PINS 14.1.1-1, the classification of such entities relies on a general understanding of the "group" concept. This creates legal ambiguity and interpretational conflicts when determining whether an insurer’s business qualifies as "captive" or if the company must operate under the more stringent general insurance requirements. This ambiguity presents a specific regulatory risk: because captive insurers benefit from lower capital and operational requirements, the absence of a link to a strictly codified definition of a "Group" leads to potential regulatory arbitrage.
5. To resolve these issues, the AFSA looked to the benchmarks of the DIFC and ADGM. In the DIFC GLO, the term "Parent" is clearly defined as a "Holding Company". This definition is then backed by the DIFC Companies Law, which provides the specific qualifiers, such as owning the majority of shares or controlling the board, needed to prove a parent-subsidiary relationship. The AIFC legal framework is structured in a similar manner, yet it lacks the necessary connectivity between the AIFC Acts. Currently, GLO defines a "Holding Company" (by reference to the AIFC Companies Regulations) as a "holding Body Corporate that is a Company." However, there is no explicit link to the definition of “Group”, “Parent”, or “Subsidiary” in the classification of Captives in PINS and between the term "Parent" and "Holding Company" in GLO.
Policy proposal
6. It is proposed to introduce a new provision in PINS 10, which governs all insurers that are members of Groups, establishing an authoritative and codified definition of “Group” for the purposes of the entire PINS rulebook. Under proposed PINS 10.1.1-1, “Group” is defined as a group of entities which includes a first entity and: (a) any Parent of the first entity; and (b) any Subsidiaries, direct or indirect, of the Parent or Parents of the first entity. “Parent” is defined as a Holding Company, with the definition of Holding Company drawn from GLO by reference to the AIFC Companies Regulations as a holding Body Corporate that is a Company. This connects the Group concept to objective, codified criteria: majority voting rights, board appointment or removal rights, and contractual control of voting rights, as established in the AIFC Companies Regulations.
Captive Insurance Definitional Inconsistencies
Policy issue
7. There is an inconsistency between the GLO and PINS definitions of Captive Insurers. While PINS defines a Captive Insurer by reference to the class system, the GLO retains the original broad, unclassified formulation, under which a Captive Insurer is treated in effect as strictly an entity that insures only the business or operations of the Group to which it belongs. As a result, the two definitions operate independently and are capable of diverging in scope.
Policy proposal
8. It is proposed to resolve the inconsistency between the GLO and PINS definitions of Captive Insurers by converting the GLO definitions of Captive Insurance Business and Captive Insurer into cross-references to PINS. While PINS defines a Captive Insurer by reference to the class system, the GLO retains the original broad, unclassified formulation, under which a Captive Insurer is treated in effect as strictly an entity that insures only the business or operations of the Group to which it belongs.
9. Specifically, the GLO definition of Captive Insurance Business is amended to read “has the meaning given in PINS 14.1.2” and the GLO definition of Captive Insurer is amended to read “has the meaning given in PINS 14.1.1”. This ensures that the GLO cannot diverge from the PINS classification regime in the future, as both definitions now derive their content directly from PINS rather than operating independently.
PART III – PROPOSALS RELATING TO PROTECTION OF CLIENT ASSETS
Policy issue
10. The AIFC Conduct of Business Rules (COB) establish custody requirements designed to protect Client Assets (Money and Investments) held by Authorised Firms in the event of insolvency or an inability to fulfil obligations. The framework applies to firms that receive, hold, or control Money and Investments in connection with Investment Business, Providing Money Services, or Providing Custody, with certain provisions extending to firms on Arranging Custody. It already imposes due diligence obligations on Third Party Account Providers (COB 8.2.11 for Client Money and 8.3.8 for Client Investments) alongside record-keeping requirements (COB 8.2.20 and 8.3.15 respectively). Together, these provisions afford a considerable degree of asset identifiability.
11. The existing framework therefore provides a solid foundation for client asset protection. The review nonetheless identified three areas where it could be further strengthened: asset identifiability controls, external audit requirements, and crisis preparedness.
12. ESMA's 2016 consultation on omnibus accounts and asset segregation under AIFMD identified four pillars of effective client asset protection: independent legal advice on applicable insolvency laws and their recognition of segregated assets; accurate records of clients' rights and entitlements; frequent reconciliations; and due diligence on sub-custodians. Three of these four pillars are already embedded in the current COB framework. The fourth, independent legal advice, is not proposed for introduction at this stage: it is absent from peer jurisdictions' frameworks, and the re-introduction of the external audit requirement offers a proportionate alternative means of securing the underlying operational safeguards.
13. Peer jurisdictions informed each of three proposals. The DFSA’s COB requirement on assets being identified and controlled at all times. The DFSA's GEN 8.6 provides the model for the external audit requirement proposal. Finally, the crisis management planning requirements in the FCA's Client Assets Sourcebook (CASS) and the DFSA's equivalent provisions informed the Crisis Preparedness Pack proposal.
Policy proposals
Asset Identifiability Controls
14. To strengthen the asset identifiability dimension of the custody framework, the AFSA proposes to introduce a new obligation under COB 8.1.4. While the existing framework already affords a considerable degree of asset identifiability through its Third Party Account Provider and record-keeping requirements, the AFSA concluded that an explicit asset location requirement of the kind imposed on prime brokers by the FCA and FSRA would not be appropriate for the AIFC at this stage of market development. It is therefore proposed to introduce a new provision under COB 8.1.4 requiring Authorised Firms to maintain systems and controls for ensuring that Client Assets are always identifiable and secure.
External Audit Requirement for Client Assets
15. The AFSA further proposes to address the absence of a mandatory external audit requirement for Client Assets. To rectify this, it is proposed to introduce a requirement in GEN 6.3.9 (“Audit Reports”), obliging Authorised Firms to produce: a Client Money Auditor’s Report, in accordance with AUD Annex A; a Client Investments Auditor’s Report, in accordance with AUD Annex B; and an Insurance Intermediary Auditor’s Report, in accordance with AUD Annex C. This leads to consequential technical amendments to AUD and GLO, specifically updating AUD 9.2.1 and relevant GLO definitions to connect them to GEN 6.3.9, thereby closing the reference loop.
Client Assets Crisis Preparedness Pack
16. To strengthen firms’ preparedness for insolvency and resolution scenarios, the AFSA proposes to introduce a dedicated Client Assets Crisis Preparedness Pack requirement. Proposed new provisions under COB 8.1.6, 8.2.4 and 8.3.4 would require Authorised Firms to prepare and maintain a dedicated Client Assets Crisis Preparedness Pack (“the Pack”). The Pack would consolidate key information necessary to identify, recover, and return Client Assets in crisis scenarios such as insolvency. Its contents would include, among other things, a master document containing information sufficient to retrieve each component of the Pack, a comprehensive master list of all Client Accounts, records of the most recent reconciliations, details of Third Party Account Providers, and copies of the firm’s Client Asset policies and procedures. The Pack is designed to enable relevant stakeholders, including insolvency practitioners, accountants, legal advisers, and the AFSA, to act swiftly and efficiently in crisis situations.
17. In terms of scope, it is acknowledged that where an Authorised Firm merely controls Client Assets held in the client’s own name, those assets do not require return in a crisis and accordingly the Pack requirement would not apply in such cases. Recognising the operational effort required to compile the Pack, a transitional period is proposed to allow Authorised Firms sufficient time to meet the new obligation.
18. In connection with the proposed amendments in relation to “the Pack”, it is also proposed to introduce an associated requirement for Authorised Firms to maintain a comprehensive master list of all Client Accounts, covering both Client Money and Client Investments, including key details such as account name, number, location, status, and relevant opening or closure dates. This list must be properly documented and retained for a minimum of six years following the closure of each account.
PART IV – PROPOSALS RELATING TO ISLAMIC FINANCE
Amendments to IBB Chapter 13 for Restricted Profit-Sharing Investment Accounts (RPSIAs)
Policy issue
19. While the AIFC has established a foundational Islamic finance framework with a growing number of market participants, the AFSA has identified a regulatory gap in the treatment of Restricted Profit-Sharing Investment Accounts (RPSIAs) under IBB. In particular, while IBB contains detailed provisions governing Unrestricted Profit-Sharing Investment Accounts (UPSIAs), equivalent provisions applicable to RPSIAs are absent from the existing framework, creating regulatory and supervisory uncertainty. The proposed amendments to IBB Chapter 13 address this gap.
Policy proposal
20. Since the AFSA does not have a separate rulebook equivalent to QFC’s Investment Advisory Rules (INMA), it is proposed to incorporate provisions relevant to RPSIAs under the existing Profit-Sharing Investment Account provisions in IBB, while also clarifying the scope of existing regulations. In developing this approach, the AFSA drew on the frameworks adopted by the QFC.
21. Four specific amendments are proposed: (1) clarification of the chapter’s applicability scope to RPSIAs; (2) a requirement to comply with AAOIFI FAS 30 and 35, which superseded FAS 11; (3) a fund segregation requirement; and (4) a provision on periodic statements interval.
22. It is first proposed to clarify that Chapter 13 of the IBB also applies to an Islamic bank (including broker-dealers as per the application of IBB) in its capacity as manager of a Restricted PSIA. An Islamic bank that manages a Restricted PSIA must comply with all applicable provisions of the Chapter, with the specific requirements set out in IBB 13.6(2), 13.7(n), and 13.10(2), except for specific banking requirements starting from IBB 13.11 to 13.20.
23. In line with the approach taken in QFC, it is proposed to introduce a requirement for firms Managing an RPSIA to comply with AAOIFI FAS 30 and 35, which superseded FAS 11. FAS 30 addresses the recognition and measurement of impairment and credit losses on Islamic financial assets; FAS 35 addresses the accounting treatment of risk reserves established to protect Investment Account Holders (IAHs).
24. Furthermore, the fund segregation requirement is essential because the restricted mandate creates a specific and identifiable pool of assets that the IAH has defined and entrusted to the manager for a particular purpose. That purpose-specificity gives the assets a character distinct from the manager’s own funds, from other PSIA pools, and from the general estate of the firm. Without segregation, that distinction collapses in practice: assets can be commingled, exposing the IAH’s pool to the firm’s general creditors in an insolvency, to losses arising from other mandates, or to conflicts between the firm’s proprietary interests and its fiduciary obligations to the IAH.
25. Regarding the periodic statements’ interval, the determination of reporting frequency currently rests with the firm, with a period no longer than six months. That is appropriate for unrestricted PSIAs, where the IAH has handed funds over without defining how they are to be managed. A restricted PSIA is a fundamentally different relationship: for the IAH, reporting frequency is not an administrative detail but part of the substance of the oversight right that the restricted mandate implies. It is proposed that the reporting interval be agreed between the parties rather than imposed unilaterally by the firm, ensuring that the IAH’s reporting needs, which will vary with the complexity and risk profile of the mandate, are reflected in the contract.
Definition of an Islamic Financial Contract and Expansion of the Islamic Financial Contracts List
Policy issue
26. In addition to the RPSIA gap, the AFSA has also identified deficiencies in IFR 1.12, which sets out the Shari’ah-compliant contractual structures permissible within the AIFC framework. However, in its current form, the provision falls short in two material respects: it does not reflect the full range of instruments used in modern Islamic finance markets, and the term “Islamic Financial Contract” is capitalised in IFR 1.12 as a defined term yet is not defined, either in IFR or in the GLO, creating a structural gap in the framework.
Policy proposal
27. The proposed amendments to IFR 1.12 address two deficiencies: the absence of a definition of “Islamic Financial Contract”, and some established contracts missing in the list of recognised contracts. On the definition, the AFSA looked at the approach taken in peer jurisdictions. The DFSA defines an Islamic Financial Contract as “any contract designed to comply with Shari’ah,” while the FSRA defines it as “any contract that an appropriate SSB has designated to be in compliance with Shari’ah”. It is proposed to adopt the DFSA’s formulation. This approach is objective and principle-based, focusing on the nature of the contract rather than firm-specific approvals, and ensures consistency across the AIFC market.
28. On the contracts list, it is proposed to add musawamah, wakala, variations of qard, and wa’d to the recognised contracts enumerated in IFR 1.12. Although the existing clause provides a residual category for “any other Islamic Financial Contract approved by the relevant Authorised Firm’s SSB,” explicit mentions of these contracts add clarity of the allowed financial contracts.
Miscellaneous Amendments
29. The AFSA also proposes a number of miscellaneous amendments to GLO to improve definitional consistency and ensure that key Islamic finance concepts are applied consistently across the AIFC regulatory framework.
30. Sukuk is already defined in the AFSA’s IBB 12.1(2) as “certificates that represent a holder’s proportionate ownership in an undivided part of an asset or pool of assets where the holder assumes all rights and obligations to the asset or pool”. It is proposed to introduce this definition into the GLO to ensure a uniform interpretation of the term across all AIFC Acts.
31. Additionally, it is proposed to introduce a definition of “Islamic Securities.” Both the DFSA and FSRA define Islamic Securities as “any Security Offered, or held out expressly or implicitly, as Islamic or Shari’ah compliant”. The AFSA proposes to adopt this definition to provide clarity on the scope of Securities that are presented or marketed as Islamic or Shari’ah compliant within the AIFC framework.
PART V – PUBLIC CONSULTATION QUESTIONS
Question 1: Do you agree with the proposed approach to the classification of Captive Insurers, including the introduction of a specific definition of "Group" in PINS and the resolution of the definitional inconsistency between GLO and PINS by converting the GLO definitions of "Captive Insurance Business" and "Captive Insurer" into cross-references to PINS?
Question 2: Do you agree with the proposed package of Client Asset protection measures, comprising: (i) the obligation on Authorised Firms to maintain systems and controls ensuring Client Assets are identifiable and secure at all times; (ii) the re-introduction of a mandatory external audit requirement for Client Assets; and (iii) the introduction of the Client Assets Crisis Preparedness Pack, including the requirement to maintain a comprehensive master list of all Client Accounts? Please provide any comments on the practical implementation of these proposals, including expected costs, and operational challenges.
Question 3: What transitional period do you consider reasonable for compliance with (i) the mandatory external audit requirement for Client Assets and (ii) the Client Assets Crisis Preparedness Pack and master list obligations? Please explain the basis for your suggested timeframes.
Question 4: Do you agree with the proposed amendments to the Islamic finance framework, including the treatment of Restricted Profit Sharing Investment Accounts (RPSIAs), the adoption of definitions of an Islamic Financial Contract, Sukuk, and Islamic Securities, and the expansion of the list of recognised Islamic Financial Contracts to include musawamah, wakala, variations of qard, and wa'd?
Question 5: Do you have any other comments on the proposed targeted amendments to the AIFC Rules?
Annex 1 – Proposed Targeted Amendments to the AIFC Rules
PROPOSED AMENDMENTS TO AIFC RULES
In these amendments, underlining indicates a new text and strikethrough indicates a removed text.
AIFC INSURANCE AND REINSURANCE PRUDENTIAL RULES
1 General provisions
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1.5.9 Obligations in respect of gGroups
An Insurer that is a member of a gGroup must comply with the requirements of PINS 10 (Insurers that are members of Groups).
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6 Investment
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6.1.2 Assets appropriate to liabilities
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(2) In particular, an Insurer must:
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(f) if it is part of an insurance gGroup, hold investments tailored to the characteristics of its liabilities and its needs and not be subject to undue influence from the wider objectives of the gGroup.
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10 Insurers that are members of Groups
10.1.1 Application
PINS 10 applies to every Insurer that is a member of a Group.
10.1.1-1 Meaning of Group
(1) For the Purposes of PINS, Group is a group of entities which includes an entity (the 'first entity') and:
(a) any Parent of the first entity; and
(b) any Subsidiaries (direct or indirect) of the Parent or Parents in (a) or the first entity.
(2) Parent is a Holding Company. The definition of a Holding Company is provided in the Glossary as (as defined in the Companies Regulations) a holding Body Corporate that is a Company.
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14 Captive Insurers
14.1 Introduction
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14.1.1-1. Classification of Captive Insurer
(1) A Class 1 Captive Insurer is an AIFC Captive Insurer that is permitted under the conditions of its authorisation to effect or carry out Contracts of Insurance only for risks related to or arising out of the business or operations of the gGroup to which the Insurer belongs.
(2) A Class 2 Captive Insurer is an AIFC Captive Insurer that is permitted under the conditions of its authorisation to obtain no more than 20% of its gross written premium from third-party risks arising from business or operations that are closely linked to the business or operations of the gGroup to which the Insurer belongs.
(3) A Class 3 Captive Insurer is an AIFC Captive Insurer that:
(a) is permitted under the conditions of its authorisation to effect or carry out Contracts of Insurance only for risks related to or arising out of the business or operations of persons who engage in similar, related or common:
i. businesses; or
ii. activities; or
iii. trade; or
iv. services; or
v. operations; and
(b) is owned by the persons mentioned in paragraph (i) (a) or by a body corporate of which all such persons are members such as gGroup captives.
AIFC GENERAL RULES
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6 SUPERVISION
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6.3 Accounting / Auditing
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6.3.9 Audit reports
An Authorised Person must:
(a) require, in writing, its Auditor to:
(i) conduct an audit of and produce a report on the Authorised Person’s financial statements in accordance with the International Standards on Auditing;
(ii) produce, if the Authorised Firm is permitted to control or hold Client Money, a Client Money Auditor’s Report in accordance with the Rules in AUD Annex A;
(iii) produce, if the Authorised Firm is permitted to hold or control Client Investments or Provide Custody of Client Investments, a Client Investments Auditor’s Report in respect of that business as applicable, in accordance with the Rules in AUD Annex B;
(iv) produce, if the Authorised Firm is permitted to control or hold Client Money, an Insurance Intermediary Auditor’s Report in accordance with the Rules in AUD Annex C; and
(ii) (v) such other reports as the AFSA may require; and
(b) submit any reports so produced to the AFSA within four months of the Authorised Person’s year end.
(…)
AIFC CONDUCT OF BUSINESS RULES
8. CLIENT ASSETS
8.1 Application
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8.1.4 General requirements
(1-1) An Authorised Firm must have systems and controls to ensure that Client Assets are identifiable and secure at all times.
(1) An Authorised Firm which receives Money from, or holds Money for or on behalf of, a Client in the course of, or in connection with, the carrying on of Investment Business or Provides Money Services in or from the AIFC must comply with COB 8.2.
(2) An Authorised Firm which holds Investments belonging to a Client in the course of, or in connection with, the carrying on of Investment Business in or from the AIFC, Provides Custody or Provides Money Services in or from the AIFC must comply with COB 8.3.
(3) A Client whose Investments or Money is required to be held in compliance with either COB 8.2 or COB 8.3 is a "Segregated Client".
(4) An Authorised Firm which controls Money or Investments belonging to a Client under a Mandate but does not receive or hold that Money or those Investments itself must comply with COB 8.4.
(5) An Authorised Firm that holds Client Assets in any of the circumstances specified in COB 8.1.3 (a) to (c) must comply with COB 8.1.6.
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8.1.6 Client Assets Crisis Preparedness Pack
(1) An Authorised Firm must prepare and maintain in accordance with this section a Client Assets Crisis Preparedness Pack (“Client Assets Pack”).
(2) An Authorised Firm must include, as applicable, in its Client Assets Pack:
(a) a master document containing information sufficient to retrieve each document in its Client Assets Pack;
(b) a copy of the master lists of all Clients Accounts maintained under COB 8.2.4 and 8.3.4;
(c) records of the most recent reconciliations performed under sections COB 8.2.21, 8.2.22, 8.2.23, 8.2.24 and COB 8.3.16, 8.3.17;
(d) records and written permissions on the use of the Client Investment, obtained by the Authorised Firm under COB 8.3.11;
(e) a document which identifies the Third Party Account Providers the Authorised Firm has appointed under this chapter and any Client Accounts held by those Third Party Account Providers;
(f) for each Third Party Account Provider identified in (e), a copy of each executed agreement, including any side letters or other agreements used to clarify or modify the terms of the executed agreement, between that Third Party Account Provider and the Authorised Firm that relates to the holding of Client Assets, including any written acknowledgment received pursuant to COB 8.2.12 or COB 8.3.9;
(g) a document which:
(i) identifies each third party, and each branch of the Authorised Firm outside the AIFC, which the Authorised Firm uses to perform operational functions related to any obligations imposed on the Authorised Firm under this chapter;
(ii) details, for each third party or branch identified in (i), of:
(A) the related operational functions;
(B) how to access relevant information held by that third party or branch; and
(C) how to effect a transfer of Client Assets held by the Authorised Firm but controlled by that third party or branch;
(h) a copy of each executed agreement, including any side letters or other agreements used to clarify or modify the terms of the executed agreement, between the Authorised Firm and the third party identified in paragraph (g)(i);
(i) a document which identifies each individual, and the nature of their responsibility, within the Authorised Firm who is critical or important to the performance of operational functions related to any obligations imposed on the firm by this chapter; and
(j) a copy of the Authorised Firm’s policies and procedures maintained to comply with COB 8.1.4(1-1).
(3) An Authorised Firm must review the content of its Client Assets Pack on an ongoing basis to ensure that it remains accurate and up to date.
(4) If any change of circumstances has the effect of making the content of the Client Assets Pack inaccurate or out of date, an Authorised Firm must update the Client Assets Pack promptly and, in any event, no later than five business days after the change of circumstances occurred.
(5) In relation to every document, an Authorised Firm must, subject to (6):
(a) put in place adequate arrangements to ensure that a liquidator, receiver or administrator, trustee in bankruptcy or analogous officer appointed in respect of it or any material part of its property is able to retrieve each document as soon as practicable and in any event within 48 hours of that officer’s appointment; and
(b) ensure that it is able to retrieve each document as soon as practicable and in any event within 48 hours if requested by the AFSA.
(6) In relation to every document, an Authorised Firm must ensure that the following records and documents can be retrieved immediately under (5):
(a) the records of the most recent reconciliations referred to in COB 8.1.6(2)(c);
(b) the document identifying the Third Party Account Providers and any Client Accounts held by those Third Party Account Providers referred to in COB 8.1.6(2)(e); and
(c) the document identifying the individuals referred to in COB 8.1.6(2)(i).
(7) Where an Authorised Firm relies on the continued operation of certain systems to provide a component document in its Client Assets Pack, it must have arrangements in place to ensure that the systems will remain operational and accessible to it after its insolvency, winding up or other Distribution Event.
Guidance
(i) COB 8.1.6 requires an Authorised Firm that Provides Custody or holds Client Assets in any of the circumstances specified in COB 8.1.3 (a) to (c) to prepare and maintain a Client Assets Crisis Preparedness Pack (Client Assets Pack). The purpose of this pack is to ensure that an Authorised Firm maintains, and is able to retrieve, information that would, in the event of its insolvency, winding up or other Distribution Event, assist an insolvency practitioner in achieving a timely return of Client Money and Client Investments as applicable, to the firm’s Clients.
(ii) The Rules in this section specify the types of documents and records that must be maintained in a Client Assets Pack and the retrieval period for the documents included in the pack. An Authorised Firm should maintain the component documents of the Client Assets Pack in a way that they can be promptly retrieved in accordance with COB 8.1.6(7) and should not use the retrieval period to start producing these documents.
(iii) An Authorised Firm may hold in electronic form any document in its Client Assets Pack, provided that the document can be readily retrieved as required by COB 8.1.6(7).
(iv) To comply with COB 8.1.6(2)(e), an Authorised Firm should ensure that the document records the full name of the Third Party Account Provider, its postal and email address, its phone number and the numbers of all Client Accounts opened by the firm with that Third Party Account Provider.
(v) The reference to a third party which performs operational functions for the Authorised Firm in COB 8.1.6(2)(g) does not include a Third Party Account Agent.
(vi) For the purpose of COB 8.1.6(2)(i), examples of individuals within the Authorised Firm or elsewhere who are critical or important to the performance of operational functions include those necessary to carry out both internal and external Client Asset reconciliations and those in charge of Client documentation involving Client Assets.
8.2 Client Money: Investment Business
The rules in this COB 8.2 are the Client Money Rules.
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8.2.4 Client Money Accounts
(1) A Client Money Account in relation to Client Money is an account which:
(a) is held with a Third Party Account Provider;
(b) is established for the purpose of holding Client Money;
(c) is maintained in the name of the Authorised Firm or a Nominee Company controlled by the Authorised Firm; and
(d) includes the words 'Client Account' in its title.
(2) An Authorised Firm must maintain a master list of all Client Accounts.
(3) The master list must detail:
(a) the name of the account;
(b) the account number;
(c) the location of the account;
(d) whether the account is currently open or closed; and
(e) the date of opening or closure.
(4) The details of the master list must be documented and maintained for at least six years following the closure of an account.
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8.3 Client Investments Rules
The rules in COB 8.3 are the Client Investments Rules.
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8.3.4 Client Investment Accounts
(1) A Client Investment Account is an account which:
(a) is held with a Third Party Account Provider or by an Authorised Firm which is authorised under its Licence to Provide Custody;
(b) is established for the purpose of holding Client Investments;
(c) when held by a Third Party Account Provider, is maintained in the name of the Authorised Firm or a Nominee Company controlled by the Authorised Firm; and
(d) includes the words 'Client Account' in its title.
(2) An Authorised Firm must maintain a master list of all Client Accounts.
(3) The master list must detail:
(a) the name of the account;
(b) the account number;
(c) the location of the account;
(d) whether the account is currently open or closed; and
(e) the date of opening or closure.
(4) The details of the master list must be documented and maintained for a minimum period of six years following the closure of an account.
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AIFC AUDITOR RULES
9. FUNCTIONS OF AUDITORS, CONDUCT OF AUDITS AND PREPARATION OF AUDIT REPORTS
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9.2 Conduct of Audits and Content of Reports
9.2.1 Standards of Reports
An Auditor must conduct an audit, and prepare the contents of any relevant audit report, referred to in AIFC legislation in accordance with the following table:
|
Audit Report |
Requirement |
Applicable Standards |
Contents |
|
Financial Statements – Authorised Person |
GEN 6.3.9 |
International Standards on Auditing |
ISA 700 |
|
Financial Statements – Company - |
Section 137 of the Companies Regulations |
International Standards on Auditing
|
ISA 700 |
|
Financial Statements – Reporting Entity |
MAR 3.2.2 |
ISA 700 |
|
|
Financial Statements - Non-Exempt Fund |
CIR 11.4(a) |
ISA 700 |
|
|
AML Policies, Procedures, Systems and Controls – Authorised Person |
AML 14.6.1 |
ISA 700 AML 14.6.1(b) |
|
|
Client Money Auditor's Report |
|
International Standards on Assurance Engagement (ISAE) or International Standards on Related Services (ISRS) |
Annex A |
|
Client Investments Auditor's Report |
|
Annex B |
|
|
Insurance Intermediary Audit Report |
|
Annex C |
AIFC ISLAMIC BANKING BUSINESS PRUDENTIAL RULES
(…)
13. TREATMENT OF PSIAS AND ASSOCIATED RISKS
13.1 General
(1) Islamic banks typically raise funds through PSIAs, because interest-bearing deposits are not permitted by Shari’ah.
(2) This Chapter sets out the treatment of unrestricted PSIAs and the risks (rate of return risk, withdrawal risk and displaced commercial risk) that are associated with PSIAs.
(3) This Chapter also sets out:
(a) the responsibilities of an Islamic bank, as an unrestricted PSIA manager;
(b) the requirements for policies, warnings, terms of business, contracts and financial and other periodic statements in relation to PSIAs; and
(c) the techniques available to an Islamic Bank to mitigate the risks associated with PSIAs.
(4) This Chapter also applies to an Islamic bank in its capacity as manager of a restricted PSIA. An Islamic bank that manages a restricted PSIA must comply with all provisions of this Chapter, except for IBB 13.11 to 13.20, and with the specific requirements set out in IBB 13.6(2), 13.7(n), and 13.10(2),
(…)
13.6 Warnings to investment account holders PSIA managers’ responsibilities
(1) An Islamic Bank must warn a prospective IAH in writing that:
(a) the IAH bears the risk of loss to the extent of the IAH’s investment; and
(b) the IAH would not be able to recover that loss from an Islamic Bank, except in the case of negligence, misconduct, fraud or breach of contract on the part of an Islamic Bank.
(2) An Islamic Bank that manages a restricted PSIA must maintain adequate provisions and reserves against equity and assets in accordance with AAOIFI FAS 30 and FAS 35.
13.7 Terms of business
An Islamic Bank must ensure that the following information is included in the terms of business given to an IAH:
(a) how and by whom the funds of the IAH will be managed and invested;
(b) the PSIA’s investment objectives and details of its policy on diversification;
(c) the basis for allocating profits and losses;
(d) a summary of the policies for valuing the PSIA’s assets;
(e) if an Islamic Bank uses PER or IRR as a smoothing technique, a summary of the policies for transferring funds to and from the reserve;
(f) particulars of the management of the PSIA;
(g) particulars of the management of any other person to whom the owner has outsourced, or will outsource, the management of the PSIA, including:
(i) the person’s name;
(ii) the person’s regulatory status; and
(iii) details of the arrangement;
(h) details of any arrangement for early withdrawal, redemption or other exit and any costs to an IAH as a result;
(i) confirmation of the IAH’s investment objectives;
(j) whether funds from the PSIA will be mixed with the funds of any other PSIA;
(k) any applicable charges and the basis on which such charges will be calculated;
(l) any fees that an Islamic Bank can deduct from the profits of the PSIA;
(m) how the IAH can monitor the performance of investments and associated risks.;
(n) where PSIA is a restricted PSIA, how the IAH's investment will be segregated from the Islamic bank's own funds and from any claims by the Islamic bank's creditors.
(…)
13.10 Periodic statements
(1) An Islamic Bank must give each IAH of a PSIA a periodic statement about the PSIA at intervals stated in the contract or terms of business. The interval must not be longer than 6 months.
(2) Where the PSIA is a restricted PSIA, the interval referred to in sub-rule (1) must be agreed with the IAH. An Islamic bank must not determine the interval unilaterally in the contract or terms of business for a restricted PSIA without the IAH's express agreement. The maximum interval of 6 months applies regardless of the agreed interval.
(3) (2) An Islamic Bank must ensure that the periodic statement contains the following information as at the end of the period covered by the statement:
(a) the number, description and value of investments held by the PSIA;
(b) the amount of cash held by the PSIA;
(c) details of applicable charges (including any deductions of fees that an Islamic Bank is allowed to deduct from the profits of the PSIA) and the basis on which the charges are calculated;
(d) the total of any dividends and other benefits received by an Islamic Bank for the PSIA;
(e) the total amount, and particulars, of all investments transferred into or out of the PSIA;
(f) details of the performance of the IAH’s investment;
(g) the allocation of profit between the owner and the IAH;
(h) any changes to the investment strategies that could affect the IAH’s investment.
AIFC ISLAMIC FINANCE RULES
1. GENERAL
(…)
1.12 Definition of Islamic Financial Contract
An Islamic Financial Contract is any contract designed to comply with Shari’ah. An Islamic Financial Contract It may include any of the following:
(i) murabahah and its variations;
(ii) salam and its variations;
(iii) tawarruq and its variations;
(iv) istisna and its variations;
(v) ijarah and its variations;
(vi) musharakah and its variations;
(vii) mudarabah and its variations;
(viii) qard and its variations;
(ix) musawamah and its variations;
(x) wa’d and its variations;
(xi) wakalah and its variations; and
(xii) (ix) any other Islamic Financial Contract that is approved to be so by the relevant Authorised Firm’s SSB.
AIFC GLOSSARY
(…)
2. INTERPRETATION
|
(…) |
(…) |
|
Captive Insurance Business |
Has the meaning given in PINS 14.1.2. |
|
Captive Insurer |
Has the meaning given in PINS 14.1.1. |
|
(…) |
(…) |
|
Client Investments Auditor’s Report |
The report specified in |
|
(…) |
(…) |
|
Client Money Auditor’s Report |
The report specified in |
|
(…) |
(…) |
|
Insurance Intermediary Audit Report |
The report specified in |
|
(…) |
(…) |
|
Islamic Financial Contract |
Any contract designed to comply with Shari’ah. |
|
Islamic Securities |
Any Security Offered, or held out expressly or implicitly, as Islamic or Shari’ah compliant. |
|
(…) |
(…) |
|
Sukuk |
Certificates that represent a holder’s proportionate ownership in an undivided part of an asset or pool of assets where the holder assumes all rights and obligations to the asset or pool. |
|
(…) |
(…) |
Consultation Paper No. AFSA-PSRD-CSP-2026-0004 from 15 July 2026 on Amendments to the AIFC Fees Rules
Please, press "PDF" button above to download a Consultation Paper.
INTRODUCTION
Why are we issuing this Consultation Paper (CP)?
The Astana Financial Services Authority (AFSA) has issued this Consultation Paper to seek suggestions from the market on proposed amendments to the AIFC Fees Rules.
Who should read this CP?
The proposals in this Consultation Paper will be relevant for entities operating, or seeking to operate, within the jurisdiction of the AIFC.
Terminology
Defined terms have the initial letter of the word capitalised, or of each word in a phrase. Definitions are set out in AIFC Glossary. Unless the context otherwise requires, where capitalisation of the initial letter is not used, the expression has its natural meaning.
What are the next steps?
We invite comments from interested stakeholders on the proposed amendments. All comments should be in writing and sent to the email specified below. When sending your comments by email, please use “Consultation Paper AFSA-PSRD-CSP-2026-0004” in the subject line. You may, if relevant, identify the organisation you represent when providing your comments. AFSA reserves the right to publish, including on its website, any comments you provide, unless you expressly request otherwise. Comments supported by reasoning and evidence will be given more weight by AFSA.
The deadline for providing comments on the proposed amendments is 20 August 2026. Once we receive your comments, we shall consider if any refinements are required to this proposal.
Following the public consultation, we may proceed with making relevant changes to reflect the points raised in the consultation. You should not act on the proposals until the amendments are enacted.
AFSA prefers to receive comments by email at consultation@afsa.kz.
Structure of this Consultation Paper
Part I – Background
Part II – Proposals
Part III – Public Consultation Questions
Annex 1 – Proposed Amendments to the AIFC Fees Rules
PART I – BACKGROUND
1. The AIFC Fees Rules (Fees Rules) set out the framework governing fees payable by entities operating, or seeking to operate, within the jurisdiction of the AIFC. Fees Rules also provide for the imposition of late fees and fines where entities fail to comply with applicable legal or regulatory requirements.
2. AFSA undertook a comprehensive review of the Fees Rules in 2025 to ensure that AFSA can continue to uphold high regulatory standards while supporting the sustainable development of the AIFC ecosystem. During the 2025 public consultation, Centre Participants generally supported periodic reviews of the fees framework while noting that future fee adjustments would be more manageable if implemented through a gradual and predictable approach rather than through infrequent, larger revisions.
3. In addition, AFSA has reviewed certain aspects of the fee framework introduced in December 2025 in light of stakeholder feedback and practical implementation experience. As a result, AFSA is proposing a number of targeted amendments to specific fee provisions to improve proportionality, clarity and operational effectiveness.
4. The proposed amendments are intended to enter into force on 1 January 2027.
PART II – PROPOSALS
Annual increase of 5% across all applicable fees for 2027-2029
5. AFSA developed a medium-term fee model to establish a transparent and structured approach to future fee adjustments, under which all fixed fees would be increased annually by 5% during the 2027–2029 period.
6. The model was informed by financial projections, expected developments in the AIFC, operational requirements associated with AFSA's supervisory functions, and broader macroeconomic conditions. In determining the adjustment rate, AFSA considered relevant factors, including projected operating costs, inflationary trends and exchange rate movements, and considers that the proposed cap of 5% provides an appropriate balance between maintaining an up-to-date fees framework and ensuring a predictable regulatory environment for Centre Participants.
7. The revised Schedules of Fees Rules set out the applicable fees for each respective year, thereby providing AIFC Participants with greater transparency, clarity, and predictability in relation to the fee framework. The proposed approach would establish a predefined adjustment mechanism within the Fees Rules, enabling Centre Participants to anticipate future fee changes and incorporate them into their business planning.
Removal of the variable fee component applicable to the annual supervision fee for Providing Money Services licence
8. During the 2025 public consultation, regulated firms raised concerns regarding the methodology for calculating the variable component of the annual supervision fee applicable to the Providing Money Services licence, particularly the scope of transaction values to be included in the calculation. In response, AFSA deferred the implementation of the variable fee for this licence category for one year to allow further engagement with market participants and consideration of the appropriate supervisory reporting framework.
9. Following further assessment and stakeholder engagement, AFSA has concluded that the variable fee component for the Providing Money Services licence should be removed from the AIFC Fees Rules. AFSA considers that this amendment will simplify the fee framework, improve regulatory clarity, and reduce the administrative burden on regulated firms while maintaining an appropriate and proportionate supervisory fee structure.
Amendment of the cap applicable to the variable fee component of the annual supervision fee for Operating a Loan Crowdfunding Platform and Operating an Investment Crowdfunding Platform licences
10. Separately, crowdfunding operators requested a review of the cap applicable to the variable component of the annual supervision fee. Stakeholders indicated that the existing cap may not appropriately reflect the scale and operational characteristics of crowdfunding business models.
11. Having considered the feedback received, AFSA proposes increasing the cap applicable to the variable fee component for Operating a Loan Crowdfunding Platform and Operating an Investment Crowdfunding Platform licences from USD 1 million to USD 5.3 million. AFSA considers that the proposed amendment would provide a more proportionate and practical fee structure for firms with higher fundraising volumes while continuing to support an appropriate supervisory cost-recovery framework.
Amendment of the late fees for failures to submit required notifications, reports, returns, or to comply with directions issued by AFSA
12. Under the current framework, a late fee is imposed only where non-compliance continues for more than three business days after the relevant deadline. In practice, this grace period has enabled a significant number of firms to submit required notifications, reports and returns after the prescribed deadline without incurring a late fee. AFSA therefore proposes to remove the grace period to strengthen timely compliance with regulatory obligations and reinforce reporting discipline.
13. AFSA considers that the proposed amendment would align the late fee regime with a more effective supervisory approach by ensuring that breaches are recognised immediately upon non-compliance. The amendment would also support the timely availability of supervisory information, including where required to respond to requests from other competent authorities. As reporting deadlines are predefined and well established, AFSA does not expect the proposal to impose an additional burden on regulated firms.
Introduction of fees for sub-funds of Umbrella Funds
14. Since early 2025, AFSA has observed an increase in the registration of Umbrella Funds, reflecting, in part, the cost efficiencies associated with umbrella structures compared with establishing multiple standalone funds. Under the current framework, however, the fees applicable to Umbrella Funds do not distinguish between a fund with a single Sub-Fund and one comprising multiple Sub-Funds, notwithstanding that each additional Sub-Fund may require a separate supervisory assessment of its investment strategy, operational arrangements, valuation methodology and risk management framework.
15. AFSA has benchmarked its approach against other international financial centres, where fee frameworks generally recognise the incremental supervisory effort associated with additional Sub-Funds through separate application or annual fees. Consistent with this approach, AFSA proposes to introduce a structured fee framework under which the standard application fee for a Domestic Fund would cover the Umbrella Fund and its first Sub-Fund, with an additional fee applying to each subsequent Sub-Fund. AFSA considers that this approach would better align the fee framework with the supervisory resources required while preserving the cost advantages of umbrella fund structures. AFSA welcomes views on whether a differentiated approach may be appropriate for certain umbrella fund structures, such as single-stock ETFs or other arrangements where Sub-Funds operate under substantially identical investment mandates.
Miscellaneous
16. AFSA has also proposed a number of miscellaneous, editorial and consequential amendments to the Fees Rules. These amendments are intended to improve the clarity, consistency and overall effectiveness of the fee framework and to ensure that the Rules remain accurate and aligned with the evolving regulatory environment.
17. The proposed amendments include various technical updates across the Fees Rules and related Schedules to reflect existing regulatory practices, improve drafting consistency and facilitate the effective application of the fee framework.
PART III – PUBLIC CONSULTATION QUESTIONS
Question 1: Do you prefer a pre-defined gradual annual fee increase of 5% from 2027 to 2029 or periodic ad hoc fee revisions when considered necessary by AFSA. What are the reasons for your preferred approach?
Question 2: Do you agree with the proposed amendments relating to: (i) the removal of the variable fee component applicable to the annual supervision fee for the Providing Money Services licence; (ii) the amendment of the cap applicable to the variable fee component of the annual supervision fee for Operating a Loan Crowdfunding Platform and Operating an Investment Crowdfunding Platform licences; and (iii) the amendment of the late fee regime? If not, please explain.
Question 3: Do you have any comments on the proposed introduction of fees for Sub-Funds of Umbrella Funds, including whether a differentiated fee approach may be appropriate for certain umbrella fund structures? Please explain.
Annex 1 – Proposed Amendments to the AIFC Fees Rules
PROPOSED AMENDMENTS TO THE AIFC FEES RULES
In these amendments, underlining indicates a new text and strikethrough indicates a removed text.
1. APPLICATION FEES PAYABLE TO THE AFSA
(…)
1.3. Approved Individuals
Fees are payable in respect of any application for an Approved Individual as specified in Schedules 1, 2, 3 or 6 8 depending on the nature of the entity on whose behalf the Approved Individual is acting.
(…)
9. OTHER FEES FEES PAYABLE TO AFSA IN RELATION TO FUNDS
9.1. Application to register a Non-Exempt Fund or provide notification for an Exempt Fund
9.1.1. A Domestic Fund Manager or the Person proposing to be the Domestic Fund Manager of a Domestic Fund which is a Non-Exempt Fund, who is applying to register the Non-Exempt Fund in accordance with CIS 4.2, must pay to the AFSA:
(a) the application fee specified in Schedule 9; and
(b) any supplementary fee required by the AFSA in accordance with FEES 6.
9.1.2. A Domestic Fund Manager or the Person proposing to be the Domestic Fund Manager of a Domestic Fund which is an Exempt Fund, who notifies the AFSA of their intention to offer the Units of such Fund, in accordance with CIS 4.7 must pay to the AFSA:
(a) the notification fee specified in Schedule 9; and
(b) any supplementary fee required by the AFSA in accordance with FEES 6.
9.2. Management of a Domestic Fund by a Foreign Fund Manager
9.2.1. A Foreign Fund Manager providing a declaration to the AFSA of its intention to manage a Domestic Fund which is an Exempt Fund or the Person proposing to be the Foreign Fund Manager of a Domestic Fund which is an Exempt Fund, who is applying to register the Exempt Fund in accordance with CIS 4.2 must pay to the AFSA:
(a) the application fee specified in Schedule 9; and
(b) any supplementary fee require by the AFSA in accordance with FEES 6.
(…)
SCHEDULE 1: APPLICATION FEES PAYABLE TO THE AFSA FOR REGULATED ACTIVITIES
1.1 Application fees for applying for Licence to carry on Regulated Activities
Application fees are determined by the activities the Authorised Firm conducts or intends to conduct, as set out below:
|
Application fee by activities |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Operating a Representative Office |
|
4 630 |
4 860 |
|
Managing a Collective Investment Scheme |
|
7 720 – in relation to Exempt Fund 11 030 – in relation to Non-Exempt Fund |
8 110 – in relation to Exempt Fund 11 580 – in relation to Non-Exempt Fund |
|
Arranging Custody |
|
7 720 |
8 110 |
|
Providing Fund Administration |
|
7 720 |
8 110 |
|
Advising on Investments |
|
7 720 |
8 110 |
|
Arranging Deals in Investments |
|
7 720 |
8 110 |
|
Insurance Intermediation |
|
7 720 |
8 110 |
|
Managing Investments |
|
7 720 |
8 110 |
|
Providing Custody |
|
7 720 |
8 110 |
|
Providing Trust Services |
|
7 720 |
8 110 |
|
Acting as the Trustee of a Fund |
|
7 720 |
8 110 |
|
Dealing in Investments as Agent |
|
15 440 |
16 210 |
|
Dealing in Investments as Principal |
|
15 440 |
16 210 |
|
Managing a Restricted Profit Sharing Investment Account |
|
15 440 |
16 210 |
|
Islamic Banking Business |
|
23 150 |
24 310 |
|
Providing Islamic Financing |
|
15 440 |
16 210 |
|
Accepting Deposits |
|
23 150 |
24 310 |
|
Providing Credit |
|
15 440 |
16 210 |
|
Advising on a Credit Facility |
|
7 720 |
8 110 |
|
Arranging a Credit Facility |
|
7 720 |
8 110 |
|
Providing Money Services |
|
15 440 |
16 210 |
|
Insurance Business |
|
15 440 |
16 210 |
|
Takaful Business |
|
15 440 |
16 210 |
|
Captive Insurance Business through a Protected Cell Company |
|
7 720 plus 1 000 for each cell |
8 110 plus 1 000 for each cell |
|
Captive Insurance Business other than through a Protected Cell Company |
|
7 720 |
8 110 |
|
Captive Takaful Business through a Protected Cell Company |
|
7 720 plus 1 000 for each cell |
8 110 plus 1 000 for each cell |
|
Captive Takaful Business other than through a Protected Cell Company |
|
7 720 |
8 110 |
|
Insurance Management |
|
11 030 |
11 580 |
|
Opening and Operating Bank Accounts |
|
7 720 |
8 110 |
|
Operation of a Payment System |
|
11 030 |
11 580 |
|
Operating a Multilateral Trading Facility |
|
11 030 |
11 580 |
|
Operating an Organised Trading Facility |
|
11 030 |
11 580 |
|
Operating a Digital Asset Trading Facility |
|
108 050 |
113 450 |
|
Providing Credit Rating Services |
|
5 510 |
5 790 |
1.1-1 Application fee in relation to Digital Assets
An applicant seeking to conduct Regulated Activities in relation to Digital Assets, except for the Regulated Activity of Operating a Digital Asset Trading Facility, must pay to the AFSA an additional application fee, in the amount of 2 800 USD. as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
2 940 |
3 090 |
3 240 |
1.2 Application fees for modification and withdrawal of a Licence or Approved Individual's registration
|
Application to Modify |
Fee (USD)* |
|
Modification of an Authorised Firm's Licence |
(a) An Authorised Firm applying to the AFSA to change the scope of its Licence and seeking to carry on one new Regulated or Market Activity, must pay to the AFSA an application fee equal to 100% of the application fee for that new Regulated or Market Activity specified in table 1.1 of Schedule 1 or table 2.1 of Schedule 2 of FEES. (b) An Authorised Firm applying to the AFSA to change the scope of its Licence and seeking to carry on more than one new Regulated and/or Market Activity, must pay to the AFSA an application fee equal to 100% of the highest of the application fees for new activities and 50% of the application fee in respect of each additional new activity specified in table 1.1 of Schedule 1 or table 2.1 of Schedule 2 of FEES. (c) An Authorised Firm applying to the AFSA to change the scope of its Licence and seeking to carry on the Regulated Activities in respect of Digital Assets must pay to the AFSA an additional application fee specified in 1.1-1 of Schedule 1 of FEES above in full. (d) An Authorised Firm applying to the AFSA to change the scope of its Licence, where the change is within an existing Regulated or Market Activity, or to vary or withdraw a condition or restriction on its Licence, must pay to the AFSA an application fee equal to 50% of the application fee for that Regulated or Market Activity specified in table 1.1 of Schedule 1 or table 2.1 of Schedule 2 of FEES. |
|
|
|
Modification of an Approved Individual's registration
An Authorised Firm submitting application on modification of an Approved Individual’s registration must pay a fee, as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
530 |
560 |
590 |
(…)
Application fee for Approval of Individuals
An Authorised Firm submitting applications on behalf of individuals seeking Approved Individual status must pay an application fee in the amount of 500 USD in respect of each Approved Individual application., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
530 |
560 |
590 |
Application fee for change of control
An Authorised Firm applying for change of control must pay to the AFSA an application fee in the amount of 1 400 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
1 470 |
1 540 |
1 620 |
(…)
SCHEDULE 2: APPLICATION FEES PAYABLE TO THE AFSA FOR MARKET ACTIVITIES
2.1 Application fees for applying for Licence to carry on Market Activities
Application fees are determined by the Market Activities the Authorised Person conducts or intends to conduct, as set out below:
|
Application fee by activities |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Operating a Clearing House |
additional 5 000 if there is an intention to clear Investment Tokens and have Direct Access Members |
165 380; and additional 5 000 if there is an intention to clear Investment Tokens and have Direct Access Members |
173 650; and additional 5 000 if there is an intention to clear Investment Tokens and have Direct Access Members |
|
Operating an Exchange |
additional 5 000 if there is an intention to trade Investment Tokens and have Direct Access Members |
165 380; and additional 5 000 if there is an intention to trade Investment Tokens and have Direct Access Members |
173 650; and additional 5 000 if there is an intention to trade Investment Tokens and have Direct Access Members |
|
Operating a Loan Crowdfunding Platform |
|
16 540 |
17 370 |
|
Operating an Investment Crowdfunding Platform |
|||
|
|
|
|
|
2.2 Application fees for modification and withdrawal of a Licence or Approved Individual's registration
|
Application to Modify |
Fee (USD) |
|
Modification of an Authorised Market Institution's Licence |
(a) An Authorised Market Institution applying to the AFSA to change the scope of its Licence and seeking to carry on one new Market or Regulated Activity must pay to the AFSA an application fee equal to 100% of the application fee for that new Market or Regulated Activity specified in table 2.1 of Schedule 2 or table 1.1 of Schedule 1 of FEES. (b) An Authorised Market Institution applying to the AFSA to change the scope of its Licence and seeking to carry on more than one new Market and/or Regulated Activity, must pay to the AFSA an application fee equal to 100% of the highest of the application fees for new activities and 50% of an application fee in respect of each additional new activity specified in table 2.1 of Schedule 2 or table 1.1 of Schedule 1 of FEES. (c) An Authorised Market Institution applying to the AFSA to change the scope of its Licence, where the change is within the scope of an existing Market or Regulated Activity, or to vary or withdraw a condition or restriction on its Licence, must pay to the AFSA an application fee equal to 50% of the application fee for that Market or Regulated Activity specified in table 2.1 of Schedule 2 or table 1.1 of Schedule 1 of FEES. |
|
|
|
Modification of an Approved Individual's registration
An Authorised Market Institution submitting application on modification of an Approved Individual’s registration must pay a fee, as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
530 |
560 |
590 |
(…)
Application fee for Approval of Individuals
An Authorised Market Institution submitting applications on behalf of individuals seeking Approved Individual status must pay an application fee in the amount of 500 USD in respect of each Approved Individual application., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
530 |
560 |
590 |
Application fee for change of control
An Authorised Market Institution applying for change of control must pay to the AFSA an application fee in the amount of 1 400 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
1 470 |
1 540 |
1 620 |
(…)
SCHEDULE 3: APPLICATION FEES PAYABLE TO THE AFSA FOR ANCILLARY SERVICES
3.1 Application fees for Ancillary Services
|
Application fee by activities |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Providing Legal Services |
|
3 090 |
3 240 |
|
Providing Audit Services |
|
3 090 |
3 240 |
|
Providing Accountancy Services |
|
3 090 |
3 240 |
|
Providing Consulting Services |
|
3 090 |
3 240 |
|
|
|
|
|
(…)
Application fee for change of Money Laundering Reporting Officer (MLRO)
An Ancillary Service Provider applying to the AFSA to change Money Laundering Reporting Officer (MLRO) must pay an application fee in the amount of 500 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
530 |
560 |
590 |
Application fee for change or new additional appointment of Audit Principal
An Ancillary Service Provider applying to the AFSA to change or make a new additional appointment of an Audit Principal must pay an application fee in the amount of 500 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
530 |
560 |
590 |
SCHEDULE 4: APPLICATION FEES PAYABLE TO AFSA FOR RECOGNISED NON-AIFC MARKET INSTITUTION, RECOGNISED NON-AIFC MEMBERS AND FOREIGN FUND MANAGERS
4.1 Application fees for recognition as a Recognised Non-AIFC Market Institution, Recognised Non-AIFC Member and Foreign Fund Manager
|
Application fee |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Recognised Non-AIFC Market Institution |
|
16 540 |
17 370 |
|
Recognised Non-AIFC Member |
|
2 210 |
2 320 |
|
Foreign Fund Manager |
|
7 720 |
8 110 |
(…)
SCHEDULE 5: FEES PAYABLE TO THE REGISTRAR OF COMPANIES
An applicant seeking registration or recognition must pay the following fees to the Registrar of Companies:
|
Application for registration or recognition |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|||
|
Online* |
Paper |
Online* |
Paper |
Online* |
Paper |
|
|
Private Company |
|
|
560 |
1 660 |
590 |
1 740 |
|
Public Company |
|
|
560 |
1 660 |
590 |
1 740 |
|
Investment Company |
|
|
120 |
1 660 |
130 |
1 740 |
|
Recognised Company |
|
|
560 |
1 660 |
590 |
1 740 |
|
Partnerships |
|
|
560 |
1 660 |
590 |
1 740 |
|
Recognised Partnership |
|
|
560 |
1 660 |
590 |
1 740 |
|
Non-Profit Incorporated Organisations |
|
|
1 660 |
4 970 |
1 740 |
5 220 |
|
Special Purpose Companies |
|
|
120 |
1 660 |
130 |
1 740 |
|
Restricted Scope Companies |
|
|
120 |
1 660 |
130 |
1 740 |
|
Protected Cell Companies |
|
|
120 |
1 660 |
130 |
1 740 |
|
Representative offices |
|
|
560 |
1 660 |
590 |
1 740 |
|
Foundations |
|
|
1 660 |
4 970 |
1 740 |
5 220 |
Fees for transfer of incorporation
Company or Partnership seeking to transfer its incorporation to or from the AIFC must pay to the Registrar of Companies an application fee in the amount of 5 000 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
5 250 |
5 510 |
5 790 |
* Online means submission through the AIFC approved digital systems (excluding email).
SCHEDULE 5-1: ADMINISTRATIVE SERVICES FEES PAYABLE TO THE REGISTRAR OF COMPANIES
An AIFC Participant must pay the following administrative services fees to the Registrar of Companies:
|
Administrative Services |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|||
|
online* |
paper |
online* |
paper |
online* |
paper |
|
|
Processing inquiries |
|
|
30 |
50 |
35 |
55 |
|
Post-registration procedures |
|
|
120 |
220 |
130 |
230 |
|
Merger/Arrangements |
N/A |
|
N/A |
270 |
N/A |
280 |
* Online means submission through the AIFC approved digital systems (excluding email).
** Fees for administrative services for Foundations and Non-Profit Incorporated Organisations is 100 USD for online based and 200 USD for paper-based processing inquiries. are set out below:
|
Administrative Services |
Fees falling due in 2027 (USD) |
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|||
|
online* |
paper |
online* |
paper |
online* |
paper |
|
|
Processing inquiries |
110 |
210 |
120 |
220 |
130 |
230 |
|
Post-registration procedures |
320 |
630 |
340 |
660 |
360 |
690 |
*** Fees for administrative services for Foundations and Non-Profit Incorporated Organisations is 300 320 USD for online based and 600 630 USD for paper-based post-registration procedures.
SCHEDULE 5-2: FEES PAYABLE TO THE REGISTRAR OF COMPANIES IN RESPECT OF FILING AN ANNUAL RETURN, ANNUAL CONFIRMATION OF ACCURACY OF INFORMATION IN THE REGISTER OR ACCOUNTS IN RELATION TO EACH FINANCIAL YEAR
An AIFC Participant filing an annual return, annual confirmation of accuracy of information in the register or accounts in relation to each financial year must pay the following fees to the Registrar of Companies:
|
Annual report filings |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|||
|
online* |
paper |
online* |
paper |
online* |
paper |
|
|
Accounts in relation to each financial year |
|
|
60 |
120 |
65 |
130 |
|
Annual return |
|
|
60 |
120 |
65 |
130 |
|
Annual confirmation of accuracy of information in the register |
|
|
30 |
50 |
35 |
55 |
* Online means of submission through the AIFC approved digital systems (excluding email).
SCHEDULE 6: ANNUAL SUPERVISION FEES PAYABLE TO THE AFSA
6.1 Annual supervision fees for Regulated Activities
Annual supervision fees for Regulated Activities are determined by the activities the Authorised Firm conducts as set out below:
|
Regulated Activities |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Operating a Representative Office |
|
1 540 |
1 620 |
|
Managing a Collective Investment Scheme** |
· fixed fee – · variable fee calculated on a quarterly basis: · not applicable where assets under management as at the end of the quarter are below · a quarterly levy of 0.0031% applies to the amount of the assets under management as at the end of the quarter exceeding |
· fixed fee – 4 630 USD; and · variable fee calculated on a quarterly basis: · not applicable where assets under management as at the end of the quarter are below 37.3 million USD; · a quarterly levy of 0.0031% applies to the amount of the assets under management as at the end of the quarter exceeding 37.3 million USD. |
· fixed fee – 4 860 USD; and · variable fee calculated on a quarterly basis: · not applicable where assets under management as at the end of the quarter are below 39.2 million USD; · a quarterly levy of 0.0031% applies to the amount of the assets under management as at the end of the quarter exceeding 39.2 million USD. |
|
Arranging Custody |
|
4 630 |
4 860 |
|
Providing Fund Administration** |
· fixed fee – · variable fee calculated on a quarterly basis: · not applicable where assets under administration as at the end of the quarter are below · a quarterly levy of 0.0031% applies to the amount of the assets under administration as at the end of the quarter exceeding |
· fixed fee – 3 090 USD; and · variable fee calculated on a quarterly basis: · not applicable where assets under administration as at the end of the quarter are below 24.9 million USD; · a quarterly levy of 0.0031% applies to the amount of the assets under administration as at the end of the quarter exceeding 24.9 million USD. |
· fixed fee – 3 240 USD; and · variable fee calculated on a quarterly basis: · not applicable where assets under administration as at the end of the quarter are below 26.1 million USD; · a quarterly levy of 0.0031% applies to the amount of the assets under administration as at the end of the quarter exceeding 26.1 million USD. |
|
Advising on Investments |
|
1 540 |
1 620 |
|
Arranging Deals in Investments |
|
1 540 |
1 620 |
|
Insurance Intermediation |
|
1 540 |
1 620 |
|
Managing Investments** |
· fixed fee – · variable fee calculated on a quarterly basis: · not applicable where assets under management as at the end of the quarter are below · a quarterly levy of 0.0031% applies to the amount of the assets under management as at the end of the quarter exceeding |
· fixed fee – 4 630 USD; and · variable fee calculated on a quarterly basis: · not applicable where assets under management as at the end of the quarter are below 37.3 million USD; · a quarterly levy of 0.0031% applies to the amount of the assets under management as at the end of the quarter exceeding 37.3 million USD. |
· fixed fee – 4 860 USD; and · variable fee calculated on a quarterly basis: · not applicable where assets under management as at the end of the quarter are below 39.2 million USD; · a quarterly levy of 0.0031% applies to the amount of the assets under management as at the end of the quarter exceeding 39.2 million USD. |
|
Providing Custody |
|
4 630 |
4 860 |
|
Providing Trust Services |
|
3 090 |
3 240 |
|
Acting as the Trustee of a Fund |
|
3 090 |
3 240 |
|
Dealing in Investments as Agent** |
· fixed fee – · variable fee calculated on a quarterly basis: · not applicable where assets under brokerage as at the end of the quarter are below · a quarterly levy of 0.0005% applies to the amount of the assets under brokerage as at the end of the quarter exceeding |
· fixed fee – 10 800 USD; and · variable fee calculated on a quarterly basis: · not applicable where assets under brokerage as at the end of the quarter are below 540 million USD; · a quarterly levy of 0.0005% applies to the amount of the assets under brokerage as at the end of the quarter exceeding 540 million USD. |
· fixed fee – 11 340 USD; and · variable fee calculated on a quarterly basis: · not applicable where assets under brokerage as at the end of the quarter are below 567 million USD; · a quarterly levy of 0.0005% applies to the amount of the assets under brokerage as at the end of the quarter exceeding 567 million USD. |
|
Dealing in Investments as Principal |
|
12 350 except as a matched principal; 7 720 as a matched principal. |
12 970 except as a matched principal; 8 110 as a matched principal. |
|
Managing a Restricted Profit Sharing Investment Account |
|
10 800 |
11 340 |
|
Islamic Banking Business |
|
15 440 |
16 210 |
|
Providing Islamic Financing |
|
10 800 |
11 340 |
|
Accepting Deposits |
|
15 440 |
16 210 |
|
Providing Credit |
|
10 800 |
11 340 |
|
Advising on a Credit Facility |
|
1 540 |
1 620 |
|
Arranging a Credit Facility |
|
1 540 |
1 620 |
|
Providing Money Services |
4 410
· |
4 630 |
4 860 |
|
Insurance Business |
|
10 800 |
11 340 |
|
Takaful Business |
|
10 800 |
11 340 |
|
Captive Insurance Business through a Protected Cell Company |
|
5 410 plus 700 for each cell |
5 680 plus 700 for each cell |
|
Captive Insurance Business other than through a Protected Cell Company |
|
4 630 |
4 860 |
|
Captive Takaful Business through a Protected Cell Company |
|
5 410 plus 700 for each cell |
5 680 plus 700 for each cell |
|
Captive Takaful Business other than through a Protected Cell Company |
|
4 630 |
4 860 |
|
Insurance Management |
|
1 540 |
1 620 |
|
Opening and Operating Bank Accounts |
|
4 630 |
4 860 |
|
Operation of a Payment System |
|
4 630 |
4 860 |
|
Operating a Multilateral Trading Facility** |
· fixed fee – · variable fee – trading levy of 0.0006% of the average daily trading value. Note: The AFSA will not invoice the variable fee unless it exceeds 500 USD. |
· fixed fee – 11 030 USD; and · variable fee – trading levy of 0.0006% of the average daily trading value. Note: The AFSA will not invoice the variable fee unless it exceeds 500 USD. |
· fixed fee – 11 580 USD; and · variable fee – trading levy of 0.0006% of the average daily trading value. Note: The AFSA will not invoice the variable fee unless it exceeds 500 USD. |
|
Operating an Organised Trading Facility** |
|||
|
Operating a Digital Asset Trading Facility** |
· fixed fee – · variable fee calculated on a quarterly basis: · where the average daily trading value is less than 500 000 USD, is not applicable; · where the average daily trading value is more than 500 000 USD: - trading levy of 0.0006% of the average daily trading value; or - 5 000 USD, whichever is greater. |
· fixed fee – 33 080 USD; and · variable fee calculated on a quarterly basis: · where the average daily trading value is less than 500 000 USD, is not applicable; · where the average daily trading value is more than 500 000 USD: - trading levy of 0.0006% of the average daily trading value; or - 5 000 USD, whichever is greater. |
· fixed fee – 34 730 USD; and · variable fee calculated on a quarterly basis: · where the average daily trading value is less than 500 000 USD, is not applicable; · where the average daily trading value is more than 500 000 USD: - trading levy of 0.0006% of the average daily trading value; or - 5 000 USD, whichever is greater. |
|
Providing Credit Rating Services
|
|
3 310 |
3 480 |
*Supervision fees prescribed herein for Islamic Banking Business, Providing Islamic Financing, Takaful Business, Captive Takaful Business through a Protected Cell Company and Captive Takaful Business other than through a Protected Cell Company, and the variable component of the annual supervision fee for Providing Money Services will apply from 1 January 2027.
(…)
6.1-1 Annual supervision fee in relation to Digital Assets
An Authorised Firm conducting Regulated Activities in relation to Digital Assets, except for the Regulated Activity of Operating a Digital Asset Trading Facility, must pay to the AFSA an additional annual supervision fee in the amount of 2 800 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
2 940 |
3 090 |
3 240 |
6.2 Annual supervision fees for Market Activities
Annual supervision fees for Market Activities are determined by the activities the Authorised Market Institution conducts as set out below:
|
Market Activities |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Operating an Exchange |
SF= FF+TVF+LF, · where SF – Supervision fee FF – Fixed fee, which is TVF – Trading value fee, calculated as 0.003% of trading value in one year (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) LF – Listing fee, calculated as 2% of all listing fees collected by an Authorised Investment Exchange in one year (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and
· an additional annual fee of 5 000 if the Authorised Investment Exchange trades Investment Tokens and has Direct Access Members |
SF= FF+TVF+LF, · where SF – Supervision fee FF – Fixed fee, which is 22 050 (paid annually) TVF – Trading value fee, calculated as 0.003% of trading value in one year (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) LF – Listing fee, calculated as 2% of all listing fees collected by an Authorised Investment Exchange in one year (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and · an additional annual fee of 5 000 if the Authorised Investment Exchange trades Investment Tokens and has Direct Access Members |
SF= FF+TVF+LF, · where SF – Supervision fee FF – Fixed fee, which is 23 150 (paid annually) TVF – Trading value fee, calculated as 0.003% of trading value in one year (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) LF – Listing fee, calculated as 2% of all listing fees collected by an Authorised Investment Exchange in one year (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and · an additional annual fee of 5 000 if the Authorised Investment Exchange trades Investment Tokens and has Direct Access Members |
|
Operating a Clearing House |
SF=FF+SVF+DVF+CVF, where SF – Supervision fee FF – Fixed fee, which is SVF – Settlement value fee, calculated as 0.001% of settlement value (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) DVF – Depository value fee, calculated as 0.00005% of depository value (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) CVF – Clearing value fee, calculated as 0.001% of clearing value, applicable only to an Authorised Clearing House acting as a Central Counterparty (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and
an additional annual fee of 5 000 if the Authorised Clearing House clears Investment Tokens and has Direct Access Members |
SF=FF+SVF+DVF+CVF, where SF – Supervision fee FF – Fixed fee, which is 22 050 (paid annually) SVF – Settlement value fee, calculated as 0.001% of settlement value (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) DVF – Depository value fee, calculated as 0.00005% of depository value (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) CVF – Clearing value fee, calculated as 0.001% of clearing value, applicable only to an Authorised Clearing House acting as a Central Counterparty (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and
an additional annual fee of 5 000 if the Authorised Clearing House clears Investment Tokens and has Direct Access Members
|
SF=FF+SVF+DVF+CVF, where SF – Supervision fee FF – Fixed fee, which is 23 150 (paid annually) SVF – Settlement value fee, calculated as 0.001% of settlement value (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) DVF – Depository value fee, calculated as 0.00005% of depository value (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter) CVF – Clearing value fee, calculated as 0.001% of clearing value, applicable only to an Authorised Clearing House acting as a Central Counterparty (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and
an additional annual fee of 5 000 if the Authorised Clearing House clears Investment Tokens and has Direct Access Members
|
|
Operating a Loan Crowdfunding Platform*** |
· fixed fee - · variable fee calculated on a quarterly basis: · where the funds raised during the quarter · where the funds raised during the quarter |
· fixed fee - 11 030; and · variable fee calculated on a quarterly basis: · where the funds raised during the quarter are less than 5.5 million USD, is not applicable; · where the funds raised during the quarter are more than 5.5 million USD, a levy of 0.05% p.a. of the funds raised during the quarter. |
· fixed fee - 11 580; and · variable fee calculated on a quarterly basis: · where the funds raised during the quarter are less than 5.8 million USD, is not applicable; · where the funds raised during the quarter are more than 5.8 million USD, a levy of 0.05% p.a. of the funds raised during the quarter. |
|
Operating an Investment Crowdfunding Platform*** |
|||
|
[intentionally omitted] |
[intentionally omitted] |
N/A |
N/A |
Formula 1
SF= FF+TVF+LF,
where
SF – Supervision fee
FF – Fixed fee, which is 20 000 USD (paid annually)
TVF – Trading value fee, calculated as 0.003% of trading value in one year (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter)
LF – Listing fee, calculated as 2% of all listing fees collected by an Authorised Investment Exchange in one year (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter)
Formula 2
SF=FF+SVF+DVF+CVF,
where
SF – Supervision fee
FF – Fixed fee, which is 21 000 USD (paid annually)
SVF – Settlement value fee, calculated as 0.001% of settlement value (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter)
DVF – Depository value fee, calculated as 0.00005% of depository value (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter)
CVF – Clearing value fee, calculated as 0.001% of clearing value, applicable only to an Authorised Clearing House acting as a Central Counterparty (paid quarterly within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter)
(…)
6.3 Annual supervision fees for Ancillary Services
Annual supervision fees for Ancillary Services are determined by the activities the Ancillary Service Provider conducts as set out below:
|
Ancillary Services |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Providing Legal Services |
|
2 760 |
2 900 |
|
Providing Audit Services |
|
3 310 |
3 480 |
|
Providing Accountancy Services |
|
2 760 |
2 900 |
|
Providing Consulting Services |
|
1 660 excluding Company service provider activity 3 310 including Company service provider activity |
1 740 excluding Company service provider activity 3 480 including Company service provider activity |
|
[intentionally omitted] |
[intentionally omitted] |
N/A |
N/A |
6.4 Annual recognition fees for Recognised Non-AIFC Market Institutions and Recognised Non-AIFC Members
|
|
|
|||||||||
|
|
|
|||||||||
|
|
|
|
Recognition fee |
Fees falling due in 2027 (USD) |
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Recognised Non-AIFC Market Institution operating as an Investment Exchange |
· fixed fee - 21 000; and · variable annual recognition fee: 0.003% of trading value in one year generated for Authorised Market Institutions |
· fixed fee - 22 050; and · variable annual recognition fee: 0.003% of trading value in one year generated for Authorised Market Institutions |
· fixed fee - 23 150; and · variable annual recognition fee: 0.003% of trading value in one year generated for Authorised Market Institutions |
|
Recognised Non-AIFC Market Institution operating as a Clearing House |
· fixed fee - 21 000 USD; and · variable annual recognition fee: 0.001% of settlement value + 0.00005% of depositary value + 0.001% of clearing value* generated for Authorised Market Institutions, Multilateral or Organised Trading Facilities * Clearing value fee is applicable only to a Recognised Non-AIFC Market Institution acting as a Central Counterparty |
· fixed fee - 22 050 USD; and · variable annual recognition fee: 0.001% of settlement value + 0.00005% of depositary value + 0.001% of clearing value* generated for Authorised Market Institutions, Multilateral or Organised Trading Facilities * Clearing value fee is applicable only to a Recognised Non-AIFC Market Institution acting as a Central Counterparty |
· fixed fee - 23 150 USD; and · variable annual recognition fee: 0.001% of settlement value + 0.00005% of depositary value + 0.001% of clearing value* generated for Authorised Market Institutions, Multilateral or Organised Trading Facilities * Clearing value fee is applicable only to a Recognised Non-AIFC Market Institution acting as a Central Counterparty |
|
Recognised Non-AIFC Member |
For Recognised Non-AIFC Members that are admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, calculated according to formula 1 below: RF= FF+TVF, where RF – Annual recognition fee FF – Fixed fee, which is TVF – Trading value fee, calculated as 0.001% of trading value, applicable only to Recognised Non-AIFC Members admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, whose trading value is over 25 million USD per quarter on each trading platform (paid within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and For Recognised Non-AIFC Members that are not admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, or whose trading value is lower than 25 million USD per quarter on each trading platform: a fixed amount of |
For Recognised Non-AIFC Members that are admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, calculated according to formula 1 below: RF= FF+TVF, where RF – Annual recognition fee FF – Fixed fee, which is 1 100 USD pro-rated over a calendar year TVF – Trading value fee, calculated as 0.001% of trading value, applicable only to Recognised Non-AIFC Members admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, whose trading value is over 25 million USD per quarter on each trading platform (paid within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and For Recognised Non-AIFC Members that are not admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, or whose trading value is lower than 25 million USD per quarter on each trading platform: a fixed amount of 1 100 USD pro-rated over a calendar year. |
For Recognised Non-AIFC Members that are admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, calculated according to formula 1 below: RF= FF+TVF, where RF – Annual recognition fee FF – Fixed fee, which is 1 160 USD pro-rated over a calendar year TVF – Trading value fee, calculated as 0.001% of trading value, applicable only to Recognised Non-AIFC Members admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, whose trading value is over 25 million USD per quarter on each trading platform (paid within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter); and For Recognised Non-AIFC Members that are not admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, or whose trading value is lower than 25 million USD per quarter on each trading platform: a fixed amount of 1 160 USD pro-rated over a calendar year. |
Formula 1
RF= FF+TVF,
where
RF – Annual recognition fee
FF – Fixed fee, which is 1 000 USD pro-rated over a calendar year
TVF – Trading value fee, calculated as 0.001% of trading value, applicable only to Recognised Non-AIFC Members admitted to trading by an Authorised Investment Exchange, Multilateral or Organised Trading Facility or Digital Asset Trading Facility, whose trading value is over 25 million USD per quarter on each trading platform (paid within 21 days after the issuance of invoice by the AFSA, but no later than within 1 month following each corresponding quarter).
(…)
SCHEDULE 8: FINTECH LAB FEES
8.1 Pre-application fee
A Person seeking to Test and/or Develop the FinTech Activities within the FinTech Lab, prior to commencing any eligibility assessment must pay to the AFSA the pre-application fee, in the amount of 2 000 USD as set out below: prior to commencing any eligibility assessment.
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
2 100 |
2 210 |
2 320 |
(…)
Notes
Fees for initial application—firm to conduct one or more activities within the FinTech Lab
An applicant seeking authorisation to conduct one or more activities specified in the fees table must pay:
(a) the fee specified for the activity in the table above (or, if the applicant intends to carry on more than one activity, the highest of the application fees specified in the table for any of those activities and 50% of the application fee in respect of each additional activity); and
(b) the fee amount of 200 USD for each individual for whom Approved Individual status is sought.
Application fee for Approval of Individuals
An applicant submitting applications on behalf of additional individuals seeking Approved Individual status must pay an application fee in the amount of 200 USD in respect of each additional Approved Individual application, as set out below.:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
210 |
220 |
230 |
Fees for application to modify or withdraw
Approved Individual applying to the AFSA to change the scope of his/her Approved Individual status, to have a condition or restriction varied or withdrawn must pay the fee in the amount of 200 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
210 |
220 |
230 |
(…)
8.7. Application fee for admission of Digital Assets to trading
A FinTech Lab Participant applying for admission of Digital Assets to trading must pay to the AFSA an application fee in the amount of 50 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
55 |
60 |
65 |
(…)
SCHEDULE 9: OTHER FEES FEES PAYABLE TO AFSA IN RELATION TO FUNDS
9.1. Application to register a Non-Exempt Fund and Exempt Fund or provide notification for an Exempt Fund
A Domestic Fund Manager that intends to manage a Domestic Fund which is a Non-Exempt or Exempt Fund and a Foreign Fund Manager that intends to manage a Domestic Fund which is an Exempt Fund must pay to the AFSA the following fees:
|
Application types |
|
Fees falling due in 2028 (USD) |
Fees falling due in 2029 (USD) |
|
Domestic Fund Manager that intends to manage a Non-Exempt Fund that is not an Umbrella Fund |
|
3 090 |
3 240 |
|
Domestic Fund Manager that intends to manage a Non-Exempt Fund that is an Umbrella Fund |
2 940 for the Umbrella Fund and its first Sub-Fund; and 1 050 for each additional Sub-Fund of the Umbrella Fund |
3 090 for the Umbrella Fund and its first Sub-Fund; and 1 100 for each additional Sub-Fund of the Umbrella Fund |
3 240 for the Umbrella Fund and its first Sub-Fund; and 1 160 for each additional Sub-Fund of the Umbrella Fund |
|
Domestic Fund Manager that intends to manage an Exempt Fund that is not an Umbrella Fund |
|
1 540 |
1 620 |
|
Domestic Fund Manager that intends to manage an Exempt Fund that is an Umbrella Fund |
1 470 for the Umbrella Fund and its first Sub-Fund; and 1 050 for each additional Sub-Fund of the Umbrella Fund |
1 540 for the Umbrella Fund and its first Sub-Fund; and 1 100 for each additional Sub-Fund of the Umbrella Fund |
1 620 for the Umbrella Fund and its first Sub-Fund; and 1 160 for each additional Sub-Fund of the Umbrella Fund |
|
Foreign Fund Manager that intends to manage an Exempt Fund that is not an Umbrella Fund |
|
1 540 |
1 620 |
|
Foreign Fund Manager that intends to manage an Exempt Fund that is an Umbrella Fund |
1 470 for the Umbrella Fund and its first Sub-Fund; and 1 050 for each additional Sub-Fund of the Umbrella Fund |
1 540 for the Umbrella Fund and its first Sub-Fund; and 1 100 for each additional Sub-Fund of the Umbrella Fund |
1 620 for the Umbrella Fund and its first Sub-Fund; and 1 160 for each additional Sub-Fund of the Umbrella Fund |
9.2 Application to make amendments to the Constitution or Offering Materials of a Non-Exempt Fund
A Domestic Fund Manager that intends to make material amendments to the Constitution or Offering Materials of a Non-Exempt Fund must pay to the AFSA an application fee in the amount of 700 USD., as set out below:
|
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
740 |
780 |
820 |
Guidance
Material amendments are defined in CIS 7.10-1.
SCHEDULE 10: LATE FEES PAYABLE TO THE AFSA
10.1 Late fees for failure to provide notification, report or return
A Person falling within FEES 7.1 must pay to the AFSA a late fee specified in table below. in the amount of 500 USD (300 USD for FinTech Lab Participants), if the Person fails to provide notification, report or return within 3 business days after it has committed a contravention. Non-payment of the late fee within 30 calendar days incurs a further late payment fee equal to 10% of the late fee for each calendar day.
|
Applicable to |
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
A Person |
530 |
560 |
590 |
|
FinTech Lab Participants |
320 |
340 |
360 |
10.2 Late fees for failure to comply with direction issued by the AFSA
A Person falling within FEES 7.4 must pay to the AFSA a late fee specified in table below. in the amount of 500 USD (300 USD for FinTech Lab Participants), if the Person fails to comply with direction issued by the AFSA within 3 business days after such failure. Non-payment of the late fee within 30 calendar days incurs a further late payment fee equal to 10% of the late fee for each calendar day.
|
Applicable to |
Fee falling due in 2027 (USD) |
Fee falling due in 2028 (USD) |
Fee falling due in 2029 (USD) |
|
A Person |
530 |
560 |
590 |
|
FinTech Lab Participants |
320 |
340 |
360 |
(…)
Consultation Paper No. AFSA-PSRD-CSP-2026-0003 from 15 July 2026 on Proposed AIFC Shari’ah Governance Framework
Please, press "PDF" button above to download a Consultation Paper.
INTRODUCTION
Why are we issuing this Consultation Paper (CP)?
The Astana Financial Services Authority (AFSA) has issued this Consultation Paper to seek suggestions from the market on proposed AIFC Shari’ah Governance Framework.
Who should read this CP?
The proposals in this paper will be of interest to current and potential AIFC Participants involved in carrying on or holding themselves out as carrying on a Financial Service in a Shari’ah-compliant manner.
Terminology
Defined terms have the initial letter of the word capitalised, or of each word in a phrase. Definitions are set out in AIFC Glossary. Unless the context otherwise requires, where capitalisation of the initial letter is not used, the expression has its natural meaning.
What are the next steps?
We invite comments from interested stakeholders on the proposed framework. All comments should be in writing and sent to the email specified below. When sending your comments by email, please use “Consultation Paper AFSA-PSRD-CSP-2026-0003” in the subject line. You may, if relevant, identify the organisation you represent when providing your comments. AFSA reserves the right to publish, including on its website, any comments you provide, unless you expressly request otherwise. Comments supported by reasoning and evidence will be given more weight by AFSA.
The deadline for providing comments on the proposed framework is 15 September 2026. Once we receive your comments, we shall consider if any refinements are required to this proposal.
Following the public consultation, we may proceed with making relevant changes to the AIFC Acts as appropriate to reflect the points raised in the consultation. You should not act on the proposals until the framework is enacted.
AFSA prefers to receive comments by email at consultation@afsa.kz.
Structure of this CP
Part I – Background
Part II – Proposals
Part III – Public Consultation Questions
Annex 1 – Draft AIFC Shari’ah Governance Rules
Annex 2 – Consequential Amendments to the AIFC Rules
PART I – BACKGROUND
1. The development of Islamic finance is one of the strategic objectives of the AIFC. In support of this objective, the AIFC has established a regulatory framework designed to facilitate the provision of Shari’ah-compliant financial services across various areas, including banking, financing, investment, capital markets, and insurance while ensuring alignment with internationally recognised standards.
2. The AIFC framework has supported the development of Shari’ah-compliant financial activities within the AIFC. A number of Islamic banks, Islamic financing companies, and other Shari’ah-compliant institutions have been established within the AIFC, while Islamic securities and other Shari’ah-compliant financial instruments have been issued and listed on the Astana International Exchange.
3. Islamic finance activities are incorporated into the broader regulatory framework of the AIFC through specific rules applicable to Islamic banks, Islamic finance companies, takaful operators, and Islamic investment instruments. These rules address the distinctive features of Islamic finance, including the prohibition of activities that are not compliant with Shari’ah principles, requirements for Shari’ah-compliant contractual structures (such as murabahah, ijarah, musharakah, and sukuk), and the mandatory establishment of a Shari’ah governance framework at the corporate level.
4. As the Islamic finance ecosystem within the AIFC continues to mature, the AFSA considers it appropriate to further enhance the regulatory framework through the introduction of the comprehensive Shari’ah Governance Framework which includes the dedicated AIFC Shari’ah Governance Rules, together with consequential amendments to the AIFC General Rules, AIFC Glossary and AIFC Islamic Finance Rules.
PART II – PROPOSALS
Policy issue
5. While the AIFC has established a regulatory framework governing Islamic financial activities, the current regime does not yet provide a consolidated and detailed framework governing Shari’ah governance functions across Islamic financial institutions and Islamic windows.
6. The absence of a consolidated and detailed Shari’ah governance framework may lead to inconsistencies in the interpretation and application of Shari’ah principles, potential operational risks, and reputational concerns for the jurisdiction. A clear regulatory framework is therefore required to ensure consistency, transparency, and credibility of Shari’ah-compliant financial services.
7. Existing Islamic Finance Rules require institutions to appoint Shari’ah Supervisory Boards (SSBs) and conduct internal Shari’ah reviews; however, the regulatory framework does not currently provide:
· detailed requirements regarding the structure and independence of Shari’ah governance functions;
· clear reporting lines between Shari’ah governance functions and the Governing Body;
· a standardised framework for Shari’ah compliance monitoring and internal Shari’ah audit;
· regulatory expectations regarding external Shari’ah assurance; and
· a consistent framework for managing Shari’ah non-compliance events.
8. Internationally, major Islamic finance jurisdictions have introduced dedicated Shari’ah governance frameworks to regulate the internal governance structures of Islamic financial institutions.
For example:
· Malaysia has implemented a comprehensive Shari’ah Governance Policy issued by Bank Negara Malaysia.
· Bahrain regulates Shari’ah governance through the Central Bank of Bahrain Rulebook, which incorporates AAOIFI Governance Standards (GS).
· Pakistan has adopted a detailed Shari’ah Governance Framework issued by the State Bank of Pakistan.
· The UAE introduced a Higher Shari’ah Authority and national Shari’ah GS for Islamic financial institutions.
9. These frameworks demonstrate the growing importance of robust Shari’ah governance structures as a key element of Islamic finance regulation.
Policy proposal
10. It is proposed to introduce the AIFC Shari’ah Governance Rules, establishing a comprehensive governance structure encompassing the SSB, Shari’ah Compliance Function, Internal Shari’ah Audit, External Shari’ah Audit, and the Shari’ah Board Secretariat. Together, these components are designed to ensure effective oversight, operational independence, transparency, and accountability in the implementation of Shari’ah principles across all Islamic financial services and products offered within the AIFC.
11. The proposed Rules follow the principle of proportionality, recognising that Islamic financial institutions operating within the AIFC vary significantly in terms of size, complexity, and scope of activities. Accordingly, the application of certain requirements may be subject to transitional arrangements, waivers, or outsourcing options where appropriate, while ensuring that the core principles of Shari’ah governance are maintained.
Scope of application
12. These proposed Rules apply every Person who carries on, or holds itself out as carrying on a Financial Service in a Shari’ah-compliant manner; and a Fund Manager of a Domestic Fund which is operated or held out as being operated as an Islamic Fund, and where appointed, its Trustee; and an Authorised Firm which carries on, or holds itself out as carrying on, a Regulated Activity in a Shari’ah compliant manner.
13. The proposed Rules expressly reference the following AAOIFI GS:
GS 1: Shari’ah Governance Framework.
GS 8: Central Shari’ah Board.
GS 9: Shari’ah Compliance Function.
GS 11: Internal Shari’ah Audit.
GS 18: Shari’ah Decision-Making Process.
GS 19: SSB Appointment and Composition.
GS 20: SSB Functions and Operations.
GS 21: SSB Review and Report.
Shari’ah Governance Principles
14. The proposed Rules set out the core Shari’ah Governance Principles that Authorised Firms are required to implement in their operations, including:
· Accountability for Shari’ah compliance at all levels of the organisation.
· Independence in Shari’ah decision-making.
· Transparency of processes, rulings, and disclosures.
· Effective internal controls to prevent Shari’ah non-compliance.
· Proper documentation of all Shari’ah opinions, resolutions, and approvals.
· Timely identification, reporting, and remediation of any instances of Shari’ah non-compliance.
15. To ensure the effective implementation of these principles, it is proposed that Authorised Firms establish an internal Shari’ah governance structure comprising, at a minimum, the following components:
· A Shari’ah Supervisory Board.
· A Shari’ah Compliance Function.
· An Internal Shari’ah Audit Function.
· An External Shari’ah Audit.
· A Shari’ah Board Secretariat Function.
Shari’ah Supervisory Board (SSB)
16. The SSB must be independent, competent, empowered, and adequately resourced, with its members appointed by the Governing Body. The proposed Rules reinforce this independence through several complementary safeguards: SSB Members must not hold executive positions within the Firm; individuals responsible for product development, sales, or revenue generation may not serve as SSB Members or SSB Advisors; SSB Members and SSB Advisors must be free from conflicts of interest, with any conflict disclosed to the AFSA immediately; and where the SSB disagrees with the Firm's senior management, Governing Body, or shareholders on Islamic finance matters, the opinion of the SSB prevails, and SSB Members may not be dismissed on account of such disagreement.
17. An Authorised Firm, pursuant to the proposed Rules, must establish and maintain an independent and adequately resourced SSB appointed by the Governing Body and governed by an SSB Charter and individual appointment letters. These documents must define the SSB’s mandate, remuneration, tenure, meeting procedures, quorum and decision-making processes, record-keeping, and reporting lines. The SSB must meet at least four times annually, and at least one joint meeting with the Governing Body must be held each year. Outsourcing of the SSB is permitted, provided that such an arrangement is approved by the AFSA and is in full compliance with these Shari’ah Governance Rules.
18. The core functions of the SSB include:
· Supervising the Firm’s activities for compliance with Shari’ah Principles and Rules.
· Reviewing and approving Islamic financial products, contracts, and structures.
· Issuing binding Shari’ah opinions (fatwas, rulings, and resolutions).
· Overseeing the Shari’ah Compliance and Internal Shari’ah Audit functions.
· Reviewing Shari’ah non-compliance events and recommending remedial actions.
· Endorsing the annual Shari’ah compliance report.
· Issuing the annual Shari’ah Supervisory Report.
· Disclosing the total remuneration of the SSB.
· Formulating, elaborating, and implementing a 5-year strategic plan of the SSB.
Shari’ah Compliance Function
19. A Firm must establish and maintain an independent and adequately resourced Shari’ah Compliance Function responsible for monitoring transactions and operational processes, reviewing new products, marketing materials and client documentation, supporting the SSB through technical analysis and documentation, and keeping a register of Shari’ah non-compliance events. The Function shall also perform any additional responsibilities in accordance with the AAOIFI GS No. 9 “Shari’ah Compliance Function” or as delegated by the SSB.
20. The Shari’ah Compliance Function must report directly to the SSB, with a dotted-line reporting relationship to the CEO on Shari’ah-related matters. Subject to the size and complexity of the Firm, the Function may also oversee the Shari’ah Board Secretariat.
21. The Function shall be headed by a Shari’ah Compliance Officer (SCO), who must be an Approved Individual of the Firm and whose appointment and removal are subject to SSB approval and the AFSA’s approval. The SCO must possess appropriate expertise in Islamic finance and Shari’ah Principles and Rules, a sound understanding of the regulatory environment, and relevant academic and professional qualifications, including at least a bachelor’s degree (or its equivalent) in Shari’ah or Islamic finance (or a related discipline), a recognised professional certification such as the Certified Shari’ah Advisor and Auditor (CSAA), a minimum of three years of experience, and residency in the Republic of Kazakhstan is recommended.
Internal Shari’ah Audit
22. An Authorised Firm must establish and maintain an independent and adequately resourced Internal Shari’ah Audit Function responsible for reviewing the implementation and execution of Shari’ah-compliant products, verifying the proper implementation of rulings issued by the SSB, identifying and reporting Shari’ah non-compliance events, and recommending corrective actions.
23. Internal Shari’ah audits must be conducted at least annually, or more frequently depending on the Firm’s size and complexity. Audit reports shall be submitted to the SSB, the Governing Body, and Senior Management, and provided to the AFSA upon request. The Function must apply a documented audit plan and risk-based methodology and may be established as a separate department. The AFSA may grant waivers, transitional arrangements, or permit outsourcing of certain functions, particularly for firms conducting Islamic finance activities, Islamic windows, or Shari’ah-compliant investment arrangements, provided that the independence and effectiveness of the Function are not compromised.
24. The Internal Shari’ah Audit Function shall be headed by an Internal Shari’ah Auditor, who must be a Designated Individual of the Firm and whose appointment and removal require approval of the Governing Body. The Internal Shari’ah Auditor must possess appropriate expertise in Islamic finance and Shari’ah Principles and Rules, relevant professional qualifications such as the CSAA issued by the AAOIFI or the Certified Islamic Specialist in Shari’ah Auditing (CISSA) issued by the General Council for Islamic Banks and Financial Institutions, at least three years of relevant experience, and an appropriate qualification in Shari’ah, Islamic finance, auditing, or a related discipline.
External Shari’ah Audit
25. An Authorised Firm shall be subject to an External Shari’ah Audit conducted in accordance with Auditing Standard (AS) No. 6 “External Shari’ah Audit” issued by the AAOIFI. The implementation of this requirement shall be phased in over a period of up to 5 years from the proposed Rules’ commencement, taking into account market readiness and the availability of qualified Shari’ah audit professionals.
26. During the transitional period, the scope and frequency of External Shari’ah Audit engagements shall be determined by the Governing Body, having regard to the Firm’s risk profile and the complexity of its activities.
27. Upon completion of the audit, the External Shari’ah Auditor shall issue an independent Shari’ah Assurance Report to the SSB and the Governing Body, which shall be made available to the AFSA upon request.
Shari’ah Board Secretariat Function
28. All Shari’ah governance functions must have clear reporting lines, independence, and adequate resources in accordance with AAOIFI Standards, and the Shari’ah Board Secretariat Function may operate either as a standalone unit or under the Shari’ah Compliance Function, depending on the Firm’s size, providing administrative, technical, and procedural support to the SSB.
Recordkeeping and Conflict of Interest
29. The proposed Rules strengthen recordkeeping and conflict-of-interest requirements by mandating a structured retention of key Shari’ah governance documents, ensuring secure storage, accessibility, reproducibility in English upon the AFSA request, and protection from unauthorised alteration.
30. Authorised Firms must implement robust conflict-of-interest controls, ensure the independence of the SSB, Internal Shari’ah Audit, and Shari’ah Compliance functions, prohibit revenue-generating staff from serving in Shari’ah oversight roles, and prevent conflicted persons from participating in relevant decisions.
31. Additionally, Authorised Firms must maintain comprehensive training programmes to ensure ongoing competence of staff, Shari’iah Compliance Officer, Internal Shari’ah Auditor, SSB Members, the Governing Body, and Senior Management in Shari’ah governance and Islamic finance.
Consequential Amendments
32. To give effect to the proposed Shari'ah Governance Rules, consequential amendments are proposed to the AIFC General Rules (GEN), the AIFC Glossary (GLO), and the AIFC Islamic Finance Rules (IFR), set out in Annex 2 to this Consultation Paper.
33. The amendments to GEN require an Authorised Firm conducting Islamic Financial Business to appoint a Shari'ah Compliance Officer and an Internal Shari'ah Auditor as Controlled and Designated Functions respectively.
34. The amendments to the AIFC Glossary introduce the defined terms underpinning the new framework, including Audit Committee, External Shari'ah Audit, Internal Shari'ah Audit Function, Internal Shari'ah Auditor, Shari'ah Compliance Function, Shari'ah Non-Compliance Event, Shari'ah Non-Compliance Risk, Shari'ah Principles and Rules, and Shari'ah Supervisory Board (SSB).
35. The amendments to IFR remove the provisions on the Shari'ah Supervisory Board and internal and external Shari'ah reviews, which are consolidated into, and superseded by, the proposed Shari'ah Governance Rules, thereby ensuring that Shari'ah governance requirements are regulated within a single comprehensive framework and avoiding duplication or inconsistency across the AIFC Acts.
PART III – PUBLIC CONSULTATION QUESTIONS
Question 1. Do you have any comments on the proposed AIFC Shari’ah Governance Rules, including the proposed requirements relating to Shari’ah Supervisory Boards, Shari’ah Compliance Functions, Internal Shari’ah Audit, External Shari’ah Audit, and Shari’ah Board Secretariat arrangements? Please identify any provisions that may require clarification, adjustment, or an alternative approach, and provide supporting rationale.
Question 2. Are there any aspects of Shari'ah governance not addressed in the proposed Rules that you consider should be covered, or alternative approaches the AFSA should consider?
Question 3. In your view, what would be a reasonable implementation timeline for these Rules? Please explain the basis for your suggested timeframe. Please provide the basis for your suggested timeframe, including any practical challenges, resource constraints, or other factors that the AFSA should consider.
Annex 1 – Draft AIFC Shari’ah Governance Rules
CONTENTS
4. Shari’ah Governance Framework and Standards
5. Shari’ah Governance Structure
6. Shari’ah Supervisory Board (SSB)
7. Internal Shari’ah Audit Function
8. Shari’ah Compliance Function
10. Reporting and Disclosure Requirements
PART 1: GENERAL
1. Application
(1) These Rules apply to:
(a) every Person who carries on, or holds itself out as carrying on a Financial Service in a Shari’ah-compliant manner; and
(b) a Fund Manager of a Domestic Fund which is operated or held out as being operated as an Islamic Fund, and where appointed, its Trustee; and
(c) an Authorised Firm which carries on, or holds itself out as carrying on, a Regulated Activity in a Shari’ah compliant manner.
2. Purpose
(1) These Rules establish the mandatory Shari’ah governance framework to ensure compliance with Shari’ah Principles and Rules, maintenance of sound governance, and implementation of effective internal controls that safeguard the integrity, transparency, and stability of the Islamic financial sector under AFSA supervision.
(2) The Rules set out the minimum mandatory governance, oversight, reporting, and audit requirements, including the establishment and functioning of Shari’ah Supervisory Board (SSB), Shari’ah Compliance Function, Internal Shari’ah Audit Function and External Shari’ah Audit.
3. Definitions
(1) Words and expressions used in these Rules and interpretative provisions applying to these Rules are set out in the Glossary unless indicated otherwise.
(2) Where definitions in the Rules conflict with definitions in IFR, the IFR definitions prevail.
(3) Shari’ah Principles and Rules mean the principles, standards, rules, and rulings relating to Islamic finance recognised or adopted under the laws, rules, and regulatory framework of the AIFC, including applicable AAOIFI standards, and relevant Shari’ah Supervisory Board rulings.
(4) In these Rules, the terms “Shari’ah”, “Shari’ah compliance”, and “Shari’ah Principles and Rules” must be interpreted as having the same meaning and are used interchangeably.
(5) For the purposes of the Rules, references to AAOIFI Governance Standards (GS) include, at minimum, the following standards:
(a) GS 1: Shari’ah Governance Framework.
(b) GS 8: Central Shari’ah Board.
(c) GS 9: Shari’ah Compliance Function.
(d) GS 11: Internal Shari’ah Audit.
(e) GS 18: Shari’ah Decision-Making Process.
(f) GS 19: SSB Appointment and Composition.
(g) GS 20: SSB Functions and Operations.
(h) GS 21: SSB Review and Report.
(6) These standards are referenced for alignment purposes. Compliance with AAOIFI Governance Standards must apply only to the extent required by AIFC Acts.
(7) References to AAOIFI Governance Standards in these Rules must be construed as references to the latest version of such standards as amended, updated, or replaced from time to time.
(8) Where an Authorised Firm other than an Islamic Financial Institution conducts Islamic Financial Business as a part of its business operations (Islamic Window), the Rules apply in full to the Authorised Firm’s Islamic Window. The Authorised Firm must ensure in its internal policies and procedures effective segregation (which includes, at a minimum, separate personnel, segregated information technology systems, and segmental financial reporting), operational independence, and appropriate ring-fencing of the Islamic Window in accordance with Shari’ah governance requirements in a manner that enables full compliance with the Shari’ah governance requirements set out in these Rules, including, at a minimum:
(a) Shari’ah oversight through a Shari’ah Supervisory Board; and
(b) Shari’ah Compliance Function; and
(c) Internal Shari’ah Audit Function; and
(d) External Shari’ah Audit, where applicable; and
(e) compliance with the Shari’ah governance, reporting, disclosure, and record-keeping requirements under these Rules.
(9) An Authorised Firm must establish, maintain, and implement internal policies and procedures governing Shari’ah Non-Compliance Events and Shari’ah Non-Compliance Risks, which must be designed to ensure full compliance with the Shari’ah governance requirements set out in these Rules. Such policies and procedures must include, at a minimum:
(a) the prompt identification, documentation and escalation of any Shari’ah Non-Compliance Events and Risks by the Shari’ah Compliance Function or other relevant officers of the Authorised Firm; and
(b) appropriate mechanisms and procedures for remediation and purification, to be undertaken under the oversight and direction of the Shari’ah Supervisory Board (SSB); and
(c) reporting to the AFSA, where required and subject to an assessment of risks materiality by the SSB; and
(d) maintaining adequate records of Shari’ah Non‑Compliance Events, including identification, assessment, remediation, and purification.
4. Shari’ah Governance Framework and Standards
(1) An Authorised Firm must implement a Shari’ah governance framework that ensure:
(a) accountability for Shari’ah compliance across all levels of the organisation.
(b) independence of Shari’ah decision-making.
(c) transparency of processes, rulings, and disclosures.
(d) effective controls that prevent Shari’ah non-compliance.
(e) proper documentation of all Shari’ah opinions and approvals.
(f) timely identification, reporting and remediation of Shari’ah non-compliance.
(2) The Governing Body (Board of Directors) of an Authorised Firm is ultimately responsible for ensuring the effectiveness of the Shari’ah governance framework. It is the responsibility of the Governing Body of a Firm to ensure the Shari’ah compliance of the Authorised Firm they manage and control.
(3) An Authorised Firm must ensure that its Shari’ah governance arrangements are proportionate to the nature, scale, and complexity of its Islamic Financial Business.
(4) An Authorised Firm’s Shari’ah governance framework, including the structure and functioning of the Shari’ah Supervisory Board, the Shari’ah Compliance Function, the Internal Shari’ah Audit, and External Shari’ah Audit, must be consistent with the AAOIFI Governance Standards (GS) and AAOIFI Auditing Standards (AS). Where these AAOIFI standards provide more detailed or stringent requirements, the Authorised Firm must ensure alignment with such requirements unless they conflict with AIFC Acts.
(5) The AAOIFI Financial Accounting Standards (FAS) do not replace or supersede the IFRS requirements applicable in the AIFC. IFRS remains the primary accounting framework. The AAOIFI Financial Accounting Standards apply only to the extent that they introduce Shari’ah-related requirements relevant to Islamic Financial Business, or where no applicable IFRS standard exists.
5. Shari’ah Governance Structure
(1) An Authorised Firm must maintain the following minimum components:
(a) Shari’ah Supervisory Board (SSB).
(b) Shari’ah Board Secretariat Function.
(c) Shari’ah Compliance Function.
(d) Internal Shari’ah Audit.
(e) External Shari’ah Audit.
(2) All components of the Shari’ah governance structure listed above must have clear reporting lines (in accordance with AAOIFI Standards), independence and adequate resources. An Authorised Firm must ensure the Shari’ah Board Secretariat Function may operate as a standalone unit or under the Shari’ah Compliance Function, depending on the institution’s size. The Shari’ah Board Secretariat Function is responsible for administrative, technical, and procedural support to the SSB, including, but not limited to:
(a) preparation and coordination of SSB meetings.
(b) maintaining records of SSB resolutions, fatwas, and opinions.
(c) coordination between the SSB, Shari’ah Compliance Function and Internal Shari’ah Audit.
(d) monitoring follow-up actions arising from SSB decisions.
(e) ensuring proper documentation and archiving of Shari’ah governance materials.
(3) An Authorised Firm must ensure that individuals appointed as Shari’ah Compliance Officer and Internal Shari’ah Auditor are AFSA-approved individuals and have due capacity in Shari’ah matters.
Guidance: To provide flexibility to Authorised Firms, AFSA may consider granting a waiver or modification to these requirements, depending on the size of the Authorised Firm; flexibility, temporary exemptions, or outsourcing arrangements for providing Islamic finance activities, Islamic windows, and institutions offering investments through Shari’ah sleeves for certain functions, due to the scarcity of relevant expertise.
(4) The Internal Shari’ah Audit Function is an independent ex-post function that reviews transactions after execution and assesses the adequacy and effectiveness of intended controls for adherence to Shari’ah requirements, whereas the Shari’ah Compliance Function is an ex-ante function that reviews transactions before execution and is an ongoing process of monitoring the Authorised Firm’s overall activities and Shari'ah compliance environment.
PART 2: OPERATIONAL
6. Shari’ah Supervisory Board (SSB)
(1) An Authorised Firm must establish and maintain an independent, competent, empowered and adequately resourced Shari’ah Supervisory Board (SSB). The Governing Body must appoint the members of the SSB.
(2) The operation of the SSB must be governed by the Authorised Firm’s SSB charter and the appointment letters of its members.
(3) The charter and the appointment lettersmust set out the SSB’s operating framework, including:
(a) the scope of duties and remuneration of the SSB members (b)terms and conditions of appointment, (c) meeting frequency, quorum and decision-making processes, (d) record-keeping requirements, and (e) reporting arrangements to the Governing Body.
(4) The Governing Body and the SSB must meet at least once a year. The SSB must hold a minimum of 4 meetings per year.
(5) An Authorised Firm may establish its Shari’ah Supervisory Board on an outsourced basis, provided that such an arrangement is approved by the AFSA and is in full compliance with these Rules.
(6) The SSB must consist of at least 3 members (SSB Members) who are specialised jurists in Fiqh Al-Muamalat (Islamic commercial jurisprudence) and knowledgeable of Maqasid Al Shari’ah (the Noble Objectives of Shari’ah). An SSB Member must not hold membership on more than 3 SSB of Islamic banks, memberships in other jurisdiction subject to mandatory disclosure. The number of SSB Members must be odd.
(7) The SSB Members must collectively have:
(a) demonstrable expertise and competence in Fiqh Al-Muamalat (Islamic commercial jurisprudence); and
(b) knowledge of contemporary Islamic finance structures; and
(c) the ability to issue Shari’ah rulings and opinions; and
(d) integrity and independence of judgement; and
(e) transitional Flexibility in SSB Composition.
(8) Despite Rule 6.6, the SSB may include not more than 1 SSB Member who is not a specialised jurist in Fiqh Al-Muamalat, provided that such individual:
(a) is an expert in Islamic finance; and
(b) has demonstrated knowledge of Fiqh Al-Muamalat; and
(c) meets the eligibility requirements in Rule 6.19.
(9) Where Rule 6.8 applies:
(a) the SSB must include at least 2 specialised jurists in Fiqh Al-Muamalat; and
(b) the total number of SSB Members must remain odd.
(10) The Rule 6.7 is transitional and must apply only for the first 5 years from the commencement date of these Rules.
(11) In addition to jurists, the SSB may include non-voting SSB Advisors who are experts in finance, economics, accounting, or law, and have reasonable knowledge of Shari’ah Principles and Rules.
Guidance: Authorised Firms are strongly encouraged to appoint SSB Advisor(s), as this will improve the SSB's understanding of the broader picture, provide diversified exposure, and enable the SSB to discharge its functions and duties more effectively.
(12) Where the Authorised Firm appoints an SSB Advisor(s), they must be subject to all the relevant provisions of these Rules related to the members of SSB, insofar as suitable, in addition to the matters specifically related to SSB Advisors. The number of SSB Advisors must not exceed the number of SSB Members.
(13) The appointment, renewal, and removal of SSB Members and SSB Advisors must be approved by the Governing Body and must comply with AFSA’s fit and proper requirements. Their tenure must be for 3 years and renewable to a maximum of 9 years.
(14) An Authorised Firm must ensure that the SSB is provided adequate resources, information, and access to all operations to perform its duties effectively.
(15) The SSB must:
(a) supervise the Authorised Firm’s activities to ensure compliance with Shari’ah Principles and Rules; and
(b) review and approve all Islamic financial products, contracts, structures, and documentation; and
(c) issue binding fatwas, rulings, and resolutions (“Shari’ah Opinions”) that in compliance with Maqasid Al Shari’ah as well; and
(d) oversee the Shari’ah Compliance Function and the Internal Shari’ah Audit Function; and
(e) review Shari’ah non-compliance events and recommend corrective actions; and
(f) endorse the Authorised Firm’s annual Shari’ah compliance report; and
(g) issue the Shari’ah Supervisory Annual Report; and
(h) disclose the total remuneration of the SSB; and
(i) formulate, elaborate, and implement a 5-year strategic plan of the SSB.
(16) All SSB rulings and fatwas are binding on the Authorised Firm. The Governing Body must ensure full implementation of SSB decisions.
(17) An Authorised Firm must keep a complete record of all SSB resolutions, fatwas, and opinions, including supporting evidence, rationales, and conditions.
(18) An Authorised Firm must ensure that SSB Members, as well as SSB Advisors, are independent and free from conflict of interest. Any conflict must be disclosed to AFSA immediately.
(19) An Authorised Firm must consider the following criteria when assessing the fitness and propriety of individuals to serve as SSB Members:
(a) well-versed in Fiqh (Islamic Jurisprudence) and Usul Al-Fiqh (the origins of Islamic law).
(b) Shari’ah-related (preferably Fiqh-related or Usul Al-Fiqh-related) academic qualification (equivalent of a master’s degree or above) from a recognised educational institution.
(c) suitable practical experience (minimum 10 years for Chairman of the SSB and minimum 5 years for other SSB Members) in Fiqh Al-Muamalat (Islamic Commercial Jurisprudence) or research and academic experience in the area of Fiqh Al-Muamalat (Islamic Commercial Jurisprudence) or as SSB Member of similar institutions.
(d) reasonable understanding of economics, law, banking, finance, and/or related fields demonstrated through relevant academic and/or professional qualification and/or practical experience in the relevant fields.
(e) understanding of the legal and regulatory framework applicable to financial institutions in the jurisdiction.
(f) integrity, good reputation, and absence of any disciplinary, regulatory or legal record inconsistent with fit-and-proper requirements.
(g) independent and free from conflict of interest.
(20) The Authorised Firm must consider the following criteria when assessing the fitness and propriety of individuals to serve as SSB Advisors:
(a) basic understanding of Shari’ah Principles and Rules and, preferably, an appropriate understanding of Fiqh Al-Muamalat (Islamic Commercial Jurisprudence) as applicable to Islamic banking and finance.
(b) well-versed and holds a high standing in their respective field of expertise.
(c) suitable academic (master’s degree or above) and/or professional qualification.
(d) suitable practical experience or research and academic experience in the relevant technical field(s) such as economics, law, banking, finance and/or related fields (not less than 10 years).
(e) good understanding of legal and regulatory framework of the jurisdiction related to the financial sector.
(f) good reputation and market recognition.
(g) independent and free from conflict of interest.
(21) If the SSB disagrees with the Authorised Firm’s senior management, Governing Body, or shareholders regarding Islamic finance matters, the opinion of the SSB prevails.
(22) An Authorised Firm must not dismiss SSB Members due to disagreements regarding Islamic finance matters.
(23) An Authorised Firm must notify AFSA in writing without undue delay and no later than 5 business days of any appointment, removal, resignation, or change in the composition of the Shari’ah Supervisory Board. The notification must include:
(a) the reason for the change; and
(b) supporting documentation; and
(c) confirmation that all new SSB Members and SSB Advisors meet the minimum requirements under Rules 6.18 and 6.19; and
(d) confirmation that the revised SSB composition remains compliant with AAOIFI Governance Standard (GS) №.19 “Shari’ah Supervisory Board: Appointment and Composition”.
(24) AFSA may review any proposed or completed appointment of an SSB Member or SSB Advisor. AFSA may request additional information, object to an appointment, or require the removal of the SSB Member or SSB Advisor where it determines that:
(a) the individual does not meet the minimum requirements under Rule 6.19; or
(b) the individual fails to satisfy AFSA’s fit-and-proper criteria; or
(c) the appointment creates a conflict of interest or compromises independence; or
(d) the appointment is inconsistent with AAOIFI Governance Standards; or
(e) the appointment may adversely affect the integrity, credibility, or soundness of the Authorised Firm’s Shari’ah governance framework.
(25) Where AFSA objects, Authorised Firm must not proceed with the appointment or must remove the individual from the SSB without delay.
(26) The structure, responsibilities, independence, and operating procedures of the SSB must be consistent with the relevant AAOIFI Governance Standards (GS), including requirements related to SSB appointment, dismissal, independence, documentation of decisions, and validation of Shari’ah compliance unless they conflict with AIFC Acts.
7. Internal Shari’ah Audit Function
(1) An Authorised Firm must establish an Internal Shari’ah Audit Function responsible, at minimum scope, for:
(a) periodic assessment of compliance with Shari’ah Principles and Rules; and
(b) reviewing product implementation and execution; and
(c) verifying that SSB rulings have been implemented correctly; and
(d) identifying and reporting Shari’ah Non-Compliance Events; and
(e) recommending corrective actions and remediation.
(2) The Internal Shari’ah Audit Function must be independent and must have unrestricted access to all operations and documentation relevant to Islamic Financial Business.
(3) An Authorised Firm must ensure that the Internal Shari’ah Audit Function is independent from business units and reports directly to the Governing Body in consultation with the SSB.
(4) The Internal Shari’ah Audit Function must have a dotted-line reporting relationship with SSB in Shari’ah Principles and Rules related issues.
(5) The Internal Shari’ah Audit must be conducted at least annually, or more frequently depending on the size and complexity of the Authorised Firm’s operations.
(6) The Internal Shari’ah Audit report must be submitted to:
(a) the SSB; and
(b) the Governing Body; and
(c) the senior management; and
(d) AFSA, upon request.
(7) An Authorised Firm must establish an Internal Shari’ah Audit Function with suitable resources and documentation standards that include audit plan and auditing and/or risk-based methodology.
(8) The Internal Shari’ah Audit Function must be led by an Internal Shari’ah Auditor who is a Designated Individual of the Authorised Firm.
Guidance: To provide flexibility to Authorised Firms, AFSA may consider granting a waiver or modification to these requirements, depending on the size of the Authorised Firm. flexibility or temporary exemption or outsourcing arrangements for providing Islamic finance activities, Islamic windows, and Islamic Financial Institutions offering investments through Shari’ah sleeves on certain functions, due to the scarcity of relevant expertise.
(9) The Internal Shari’ah Auditor must:
(a) Have appropriate level of knowledge in Islamic Finance and Shari'ah Principles and Rules; and
(b) Have a good understanding of the Authorised Firm’s relevant industry (banking, financing, insurance etc.) and the regulatory environment; and
(c) Hold at least a bachelor’s degree (or its equivalent) in:
(i) Islamic law, including the study of Fiqh (Islamic Jurisprudence), Usul Al-Fiqh (the origins of Islamic law) and/or Fiqh Muamalat (Islamic commercial jurisprudence); or
(ii) Islamic finance, Islamic banking, Islamic economics, or any other relevant discipline; or
(iii) finance, banking, business, economics, accountancy, audit, or any other relevant discipline; and
(d) Hold the relevant professional qualification (from recognised international and/or professional organisation) specific to this role, which may include but not limited to:
(i) AAOIFI Certified Shari’ah Advisor and Auditor (CSAA) qualification; or
(ii) CIBAFI Certified Islamic Specialist in Shari’ah Auditing (CISSA) qualification; and
(e) Have a minimum of 3 years of experience in Shari’ah compliance, internal or external Shari’ah audit, internal or external audit, or other relevant areas.
(10) Appointment and removal of the Internal Shari’ah Auditor must be approved by the Governing Body.
8. Shari’ah Compliance Function
(1) An Authorised Firm must maintain a dedicated Shari’ah Compliance Function responsible for:
(a) ensuring ongoing compliance with Shari’ah Principles and Rules; and
(b) monitoring transactions and processes; and
(c) reviewing new products, marketing materials, and client agreements; and
(d) supporting the SSB with technical analysis and documentation; and
(e) maintaining the Shari’ah compliance manual and related procedures; and
(f) other related functions defined in the AAOIFI Governance Standard (GS) № 9 “Shari’ah Compliance Function” and/or functions dedicated or delegated by the decision of the Authorised Firm’s SSB.
(2) The Shari’ah Compliance Function must be led by Shari’ah Compliance Officer who is an Approved Individual of the Authorised Firm.
(3) The Authorised Firm must ensure that the Shari’ah Compliance Function is independent from business units and reports directly to the SSB in consultation with the SEO.
(4) The Shari’ah Compliance Function must have a dotted-line reporting relationship with the CEO in Shari’ah Principles and Rules related issues.
(5) The Shari’ah Compliance Function must maintain a register of Shari’ah Non-Compliance Events that have occurred or a probable to occur within a reasonable outlook and ensure timely remediation.
(6) The Shari’ah Compliance Officer must:
(a) Have an appropriate level of knowledge in Islamic Finance and Shari'ah Principles and Rules; and
(b) Have a good understanding of the Authorised Firm’s relevant industry (banking, financing, insurance etc.) and the regulatory environment; and
(c) Possess a reasonable understanding of economics and finance; and
(d) Hold at least a bachelor’s degree (or its equivalent) in:
(i) Islamic law, including the study of Fiqh (Islamic jurisprudence), Usul Al-Fiqh (the origin of Islamic law) and/or Fiqh Muamalat (Islamic commercial jurisprudence); or
(ii) Islamic finance, Islamic banking, Islamic economics, or any other relevant discipline; and
(e) Hold the relevant professional qualification (from a recognized international and/or professional organisation) specific to this role, which may include but not limited to:
(i) AAOIFI Certified Shari’ah Advisor and Auditor (CSAA) qualification; and
(f) Have a minimum of 3 years of experience in Shari’ah compliance, internal or external Shari’ah audit, Shari’ah non-compliance risk management, or other relevant areas.
Guidance: AFSA recommends appointing residents of Kazakhstan given that the Shari'ah Compliance Officer's role requires continuous and direct engagement with the firm's operations, personnel, and Governing Body.
(7) Appointment and removal of the Shari’ah Compliance Officer must be approved by the SSB and the AFSA.
(8) Shari’ah Board secretariat function may be under Shari’ah Compliance Function depending on the size of the Authorised Firm.
9. External Shari’ah Audit
(1) An Authorised Firm must be subject to an External Shari’ah Audit (ESA) conducted in accordance with the AAOIFI Auditing Standard (AS) No. 6 “External Shari’ah Audit”.
(2) The full implementation of the requirements of AAOIFI AS No. 6 must follow a phased transition approach, with the full scope of the standard becoming mandatory within a period of up to 5 years, subject to readiness of the market, AFSA regulatory frameworks and capacity of qualified Shari’ah audit professionals (with AAOIFI CSAA qualification).
(3) During the transition period, the scope, frequency, and depth of external Shari’ah assurance engagements must be determined by the Governing Body based on the Authorised Firm’s risk profile, complexity of transactions and overall level of Shari’ah compliance maturity.
(4) Upon completion of each External Shari’ah Audit, the External Shari’ah Auditor must provide an independent Shari’ah Assurance Report to the SSB and the Governing Body. The report must be made available to AFSA upon request.
PART 3: ADMINISTRATIVE
10. Reporting and Disclosure Requirements
(1) Authorised Firms must disclose publicly, on their website:
(a) names of SSB Members, as well as SSB Advisors; and
(b) SSB brief profile; and
(c) the annual Shari’ah Supervisory Board Report issued by the SSB (within its published financial statements as well).
(2) An Authorised Firm must notify AFSA without undue delay of any Shari’ah Non-Compliance Event (SNCE) that is assessed by the SSB as material. A material SNCE is one that:
(a) results in the generation of material non-permissible income requiring purification; or
(b) significantly affects the rights or interests of customers or investors; or
(c) indicates a major deficiency in the Authorised Firm’s Shari’ah governance or control environment; or
(d) has been classified as material by the SSB, Shari’ah Compliance Function, Internal Shari’ah Audit or External Shari’ah Auditor.
11. Record-Keeping
(1) An Authorised Firm must retain, for a minimum of 6 years or the lifetime of the product, whichever longer, accurate and complete records of:
(a) SSB rulings, resolutions, and fatwas; and
(b) Shari’ah product approvals; and
(c) internal Shari’ah review reports; and
(d) Shari’ah compliance workpapers; and
(e) Shari’ah audit reports and working papers; and
(f) client documentation related to Islamic products; and
(g) remediation measures taken following non-compliance events.
(2) Records must be:
(a) Accessible; and
(b) securely stored; and
(c) reproducible in English upon AFSA request; and
(d) protected from unauthorised alteration.
12. Conflicts of Interest
(1) An Authorised Firm must implement controls to identify, prevent, and manage conflicts of interest involving:
(a) SSB Members and SSB Advisors; and
(b) Internal Shari’ah Audit Function and/or Internal Shari’ah Auditor; and
(c) Shari’ah Compliance Function and/or Shari’ah Compliance Officer; and
(d) senior management; and
(e) any business units engaged in Islamic operations.
(2) An Authorised Firm must ensure SSB Members and SSB Advisors do not participate in decisions where they have a direct or indirect conflict.
(3) All conflicts of interest must be disclosed to:
(a) the Governing Body; and
(b) the SSB; and
(c) AFSA (if material).
13. Independence Requirements
(1) An Authorised Firm must ensure the independence of:
(a) the SSB (including its Members and Advisors); and
(b) the Internal Shari’ah Audit Function; and
(c) the Shari’ah Compliance Function.
(2) No individual responsible for product development, sales, or revenue generation may serve as SSB Member or SSB Advisor or staff of the Internal Shari’ah Audit Function.
(3) SSB Members must not hold executive positions within the Authorised Firm.
14. Training and Competence
(1) An Authorised Firm must ensure that all staff involved in Islamic Financial Business receive adequate and ongoing training on:
(a) Shari’ah Principles and Rules; or
(b) Islamic finance contracts and structures; or
(c) relevant AIFC Acts; or
(d) product-specific operational requirements.
(2) An Authorised Firm must maintain a documented training programme and keep records of participation.
(3) Approved Individuals responsible for Shari’ah compliance and Shari’ah Audit Functions must maintain competence through continuous professional development.
(4) An Authorised Firm must ensure the SSB Members undergo special training at least once a year and the Governing Body and senior management undergo training on Shari’ah governance and accountability at least once a year.
Annex 2 – Consequential Amendments to the AIFC Rules
PROPOSED AMENDMENTS TO THE AIFC RULES
In these amendments, underlining indicates a new text, and strikethrough indicates a removed text.
AIFC GENERAL RULES
(…)
2. CONTROLLED AND DESIGNATED FUNCTIONS
2.1. Mandatory appointments
2.1.1. Appointments to be filled by Approved Individuals
(1) Subject to (2) an Authorised Person must make the following appointments and ensure that they are held by one or more Approved Individuals at all times:
(a) Senior Executive Officer;
(b) Finance Officer;
(c) Compliance Officer; and
(d) Money Laundering Reporting Officer.
(2) For an Authorised Person Operating a Representative Office the mandatory appointments in (1) may be carried on by its Principal Representative.
(3) An Authorised Firm which is a Credit Rating Agency:
(a) need not make the appointments referred to in (1)(b) and (d); and
(b) must ensure that the appointments referred to in 1(a) and (c) are held by different Approved Individuals at all times.
(4) An Authorised Firm which is conducting Islamic Financial Business in addition to the above must appoint a Shari’ah Compliance Officer.
(…)
2.2.1. Designation of roles as Controlled Functions
The functions specified in GEN 2.2.2 to 2.2.5 are Controlled Functions.
(…)
2.2.5-2. Shari’ah Compliance Officer
Shari’ah Compliance Function is carried out by an individual who is a Director, Partner or Senior Manager of an Authorised Person responsible for an integral part of an Authorised Firm’s governance and control structure, catering to certain crucial objectives of the Authorised Firm related to its compliance with Shari’ah Principles and Rules. It is an ex-ante control function charged with the mandate to review transactions before execution to ensure Shari’ah compliance.
(…)
2.3. Designated Functions
2.3.1. Designation of roles as Designated Functions
The functions specified in GEN 2.3.2 to 2.3.4 are Designated Functions.
(…)
2.3.6. Internal Audit Manager
(1) The Internal Audit Manager function is carried out by an individual who is a Director, Partner or Senior Manager of an Authorised Person and who has responsibility for all aspects of the internal audit function in relation to the Authorised Person's Regulated Activities.
(2) Where an Authorised Firm conducts Islamic Financial Business, it must appoint an Internal Shari'ah Auditor. The Internal Shari’ah Audit function is carried out by an individual who is a Director, Partner or Senior Manager of an Authorised Person and who has responsibility for an independent integral part of an Authorised Firm’s governance and control structure, catering to certain crucial objectives of the Authorised Firm related to its compliance with Shari’ah Principles and Rules. It is an ex-post control function charged with the mandate to review transactions after execution to ensure Shari’ah compliance.
AIFC GLOSSARY
(…)
1. INTERPRETATION
|
(…) |
(…) |
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Audit Committee |
(in Shari’ah Governance Rules) A committee established and maintained by the Board to monitor and review the Reporting Entity’s internal audit function and other internal controls. |
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External Shari’ah Audit |
An independent annual audit of compliance with Shari’ah Principles and Rules, conducted by a qualified external Shari’ah audit provider. |
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Internal Shari’ah Audit Function |
An independent integral part of an Authorised Firm’s governance and control structure, catering to certain crucial objectives of the Authorised Firm’s related to its compliance with Shari’ah Principles and Rules. It is an ex-post control function charged with the mandate to review transactions after execution to ensure Shari’ah compliance. |
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Internal Shari’ah Auditor |
The Designated Individual leading the Internal Shari’ah Audit Function of a Firm who has responsibility for ex post auditing of activities and transactions in accordance with Shari’ah Principles and Rules. |
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Shari’ah Compliance Function |
An integral part of an Authorised Firm’s governance and control structure, catering to certain crucial objectives of the Authorised Firm related to its compliance with Shari’ah Principles and Rules. It is an ex-ante control function charged with the mandate to review transactions before execution to ensure Shari’ah compliance. |
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Shari’ah Non-Compliance Event |
Any policy, financial arrangement, activity, contract, transaction and other event that does not comply with Shari’ah Principles and Rules. |
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Shari’ah Non-Compliance Risk |
The risk that arises from an Authorised Firm’s failure to comply with Shari’ah Principles and Rules. This is a subset of operational risks and may, in certain circumstances, result in legal, financial or reputational risks. |
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Shari’ah Principles and Rules |
The principles, standards, rules and rulings relating to Islamic finance recognised or adopted under the laws, rules and regulatory framework of the AIFC, including applicable AAOIFI standards adopted and rulings of the relevant Shari’ah Supervisory Board rulings. |
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Shari’ah Supervisory Board (SSB) |
An independent body of specialised jurists (Fiqh Members) in Fiqh Al-Muamalat (Islamic commercial jurisprudence). An SSB may include advisors (referred to as “SSB Advisors”) who are experts in Islamic finance, Islamic economics, accounting or law, and have reasonable knowledge of Shari’ah Principles and Rules. SSB resolutions (fatwas) and rulings are binding on the Authorised Firm. |
AIFC ISLAMIC FINANCE RULES
(…)
5. SHARI’AH SUPERVISORY BOARD (SSB) [intentionally omitted]
5.1. Appointment of SSB
(1) An Islamic Financial Institution must appoint a Shari’ah Supervisory Board (SSB).
(2) An Islamic Financial Institution must ensure that:
(a) its SSB consists of at least 3 members; and
(b) the members appointed to the SSB are competent to perform their functions as SSB members taking into account their qualifications and previous experience; and
(c) any appointments, dismissals or changes in respect of members of the SSB are approved by the Governing Body of the Islamic Financial Institution; and
(d) no member of the SSB is a director or controller of the Islamic Financial Institution.
Guidance:
The AFSA may request the AIFC Central Shari’ah Board to provide guidance or advice on Shari’ah matters.
5.2. Policy in relation to SSB
An Islamic Financial Institution must document its policy in relation to:
(a) how appointments, dismissals or changes will be made to the SSB; and
(b) the process through which the suitability of SSB members will be considered; and
(c) the remuneration of the members of SSB.
5.3. Independence of SSB
(1) An Islamic Financial Institution must take reasonable steps to ensure that the members of the SSB are independent of and not subject to any conflict of interest with respect to the firm.
(2) An Authorised Firm conducting Islamic Financial Business must ensure that the systems and controls it is required to maintain under Rule 4.1 provides that:
(a) a member of the SSB is obliged to notify that Authorised Firm of any conflict of interest that such member may have with respect to the Authorised Firm or, in the case of an Investment Trust, the Trustee;
(b) the Authorised Firm will take appropriate steps to manage any such conflict of interest so that the Islamic Financial Business activities are conducted appropriately and in compliance with Shari’ah, the interest of a Client is not adversely affected, and all Clients are fairly treated and not prejudiced by any such interests; and
(c) If the Authorised Firm is unable to manage a conflict of interest as provided above, it must dismiss or replace the member as appropriate.
5.4. Information about SSB to be given to AFSA
An Islamic Financial Institution must provide AFSA upon request, with information on its appointed or proposed SSB members about their qualifications, skills, experience and independence.
5.5. Obligation to assist SSB
An Islamic Financial Institution must take reasonable steps to ensure that it and its employees:
(a) provide such assistance as the SSB reasonably requires to fulfil its duties; and
(b) give the SSB right of access at all reasonable times to relevant records and information; and
(c) do not interfere with the SSB’s ability to discharge its duties; and
(d) do not provide false or misleading information to the SSB.
5.6. Record-keeping
An Islamic Financial Institution must establish and retain records of:
(a) its assessment of the competence of the SSB members; and
(b) the agreed terms of engagement of each member of the SSB;
for at least 6 years following the date on which the individual ceased to be a member of the SSB.
5.7. Records of assessment of competency of SSB
The records of the assessment of competence of SSB members in Rule 5.6 above, where applicable, must include at a minimum:
(a) the factors that have been considered when making the assessment of competence; and
(b) the qualifications and experience of the SSB members; and
(c) the basis upon which the Islamic Financial Institution considers that the proposed SSB member is suitable; and
(d) details of any other SSBs of which the proposed SSB member is, or has been, a member.
5.8. Shari’ah reviews to be undertaken
An Islamic Financial Institution must ensure that all Shari’ah reviews are undertaken by the SSB in accordance with the AAOIFI Standards on Governance (GSIFI No 2).
5.9. Annual Shari’ah report
(1) An Islamic Financial Institution must commission an annual report from the SSB which complies with the AAOIFI Standards on Governance (GSIFI No 1).
(2) An Islamic Financial Institution must give the AFSA, a copy of each annual report of the institution’s SSB within 3 months after the day the relevant financial year of the institution ends.
5.10. Financial promotions and communications
(1) Before an Islamic Financial Institution issues or approves a financial promotion or communication, it must ensure that the communication material discloses the identity of the SSB which has reviewed the relevant products or services. These disclosures are in addition to the information required to be disclosed in financial promotions, by the AIFC COB Rules.
(2) Financial communication means any communication (made through any medium including brochures, telephone calls and presentations) the purpose or effect of which is:
(a) to promote or advertise specified products;
(b) to promote or advertise any regulated activity (or any activity that would be a regulated activity if it was carried on in or from the AIFC); or
(c) to invite or induce any person to enter into an agreement with any person in relation to a specified product; or
(d) to invite or induce any person to engage in any regulated activity (or an activity that would be a regulated activity if it was carried on in or from the AIFC)
5.11. Internal Shari’ah reviews
(1) An Islamic Financial Institution must perform an internal Shari’ah review to assess the extent to which the institution complies with fatwas, rulings and guidelines issued by its SSB.
(2) An Islamic Financial Institution must perform the internal Shari’ah review in accordance with the AAOIFI Standards on Governance (GSIFI No. 3).
(3) An Islamic Financial Institution must ensure that:
(a) the internal Shari’ah review is performed by its internal audit function or compliance oversight function; and
(b) the individuals or departments involved in performing the review are competent and sufficiently independent to assess compliance with Shari’ah.
Guidance
For the purposes of assessing competency of personnel or departments which perform the internal Shari’ah review, Islamic Financial Institutions should consult the AAOIFI Standards on Governance (GSIFI No. 3).
(…)
7.5. SSB for an Islamic Investment Fund [intentionally omitted]
(1) A Fund Manager of a Domestic Fund that is a Non-Exempt Fund must, subject to (3), appoint a SSB to its Fund that meets the following requirements:
(a) the SSB has at least three members;
(b) the members appointed to the SSB are competent to perform their functions as SSB members of the Fund;
(c) any appointments, dismissals or changes in respect of members of the SSB are approved by the Governing Body of the Fund Manager; and
(d) no member of the SSB is a director or Controller of the Fund or its Fund Manager.
(2) A Fund Manager may comply with the requirement in (1) by appointing to the Fund its own SSB, provided the requirements in (1) are also met.
(3) A Fund Manager is not required to comply with the requirement (1) in where it relies, for the purposes of making Investments for the Fund, on a widely accepted Shari'ah screening process such as investing in securities included in, or recognised by reference to, an Islamic index, Sukuk, or treasury instruments issued by a Shari'ah compliant financial services provider.
Guidance
i) In appointing a SSB for the purposes of Rule 7.5(1), the Fund Manager should consider the previous experience and qualifications of the proposed SSB members to assess whether the proposed SSB member is competent to advise on the activities undertaken by the Islamic Fund.
ii) Although the Fund Managers of Exempt Funds are not subject to the requirement for the appointment of a SSB for such a Fund, they would need to ensure that the Exempt Funds they manage continue to meet the applicable Shari’ah requirements applicable to the Fund. They may use a member of the SSB appointed at the firm level for the purposes of ascertaining compliance with the Shari’ah requirements. The manner in which they demonstrate to the Unitholder of the Exempt Fund as to how they achieve such compliance is a matter left to negotiation (i.e. subject to contractual terms) between the Unitholders and the Fund Manager.
iii) An External Fund Manager may not be able to take advantage of Rule 7.5 (2) above, unless it has a SSB appointed for their own firm. In contrast the Fund Manager of an External Fund will be able to use its SSB to meet the SSB requirement relating to the Fund as set out in Rule 7.5(2) above.
(4) If the Fund Manager appoints to the Fund the same SSB it has appointed to meet its own requirements at the firm level, the documents required under Rule 7.5 (5) below must be included in or otherwise form part of its Shari’ah Governance policies and procedures.
(5) The Fund Manager of a Fund must establish and retain, for six years, records pertaining to:
(a) Its assessment of the competency of the SSB members; and
(b) the agreed terms of engagement of each member of the SSB.
Guidance
The records of the assessment of competency of SSB members should clearly indicate, at least:
i) the factors that have been taken into account when making the assessment of competency; ii) the qualifications and experience of the SSB members;
iii) the basis upon which the Fund Manager has deemed that the proposed SSB member is suitable; and
iv) details of any other SSBs of which the proposed SSB member is, or has been, a member.
(6) The Islamic Financial Business policy and procedures manual must provide that:
(a) a member of the SSB is obliged to notify the Fund Manager of any conflict of interest that such member may have with respect to the Fund or the Fund Manager, and if appointed, or in the case of an Investment Trust, the Trustee; and
(b) the Fund Manager will take appropriate steps to manage any such conflict of interest so that the Islamic Financial Business is carried out appropriately and in compliance with Shari’ah, the interest of a Unitholder is not adversely affected, and all Unitholders are fairly treated and not prejudiced by any such interests.
(7) If a Fund Manager is unable to manage a conflict of interest as provided above in Rule
7.5(6), it must dismiss or replace the member as appropriate.
(8) The Fund Manager of a Fund must provide the AFSA at its request with information on the qualifications, skills, experience and independence of the individuals who are appointed or proposed to be approved as members of the SSB.
(9) The Fund Manager of a Fund must take reasonable steps to ensure that the Fund Manager and the Fund’s Employees:
(a) provide such assistance as the SSB reasonably requires to fulfill its duties;
(b) give the SSB right of access at all reasonable times to relevant records and information
(c) do not interfere with the SSB’s ability to discharge its duties; and (d) do not provide false or misleading information to the SSB.
(10) In the event of a Trustee being appointed to the Fund, the Trustee must also take reasonable steps to ensure that its Employees comply with (a)-(d) of the rule 7.5(9) above.
7.6. External Shari’ah reviews and periodic reports [intentionally omitted]
(1) A Fund Manager of a Domestic Fund that is a Non-Exempt Fund, must ensure that all Shari’ah reviews of the Fund, wherever applicable, are undertaken by the SSB in accordance with AAOIFI GSIFI No 2.
(2) In the case of a Domestic Fund that is a Non-Exempt Fund, the Fund Manager must commission an interim and an annual report relating to the Fund operations from the SSB which complies with AAOIFI GSIFI No 1.
(3) The Fund Manager must deliver a copy of the interim and annual report referred to in (2) above, to the Unitholders and must include the report of the SSB in the annual report required under the AIFC CIS Rules.
Guidance
Although the Fund Managers of Exempt Funds are not subject to the Shari’ah review process, they would need to ensure that the Exempt Fund continues to meet the Shari’ah requirements, particularly for the purposes of their annual and interim reports, which are required to be prepared under applicable the AIFC CIS Rules. However, the manner in which they demonstrate to the Unitholders of the Fund how they achieve such compliance is a matter left to negotiation (i.e. subject to contractual terms) between the Unitholders and the Fund Manager.
7.7. Internal Shari’ah review [intentionally omitted]
(1) The Fund Manager of a Domestic Fund that is a Non-Exempt Fund must perform an internal Shari’ah review to assess the extent to which the Fund complies with fatwas, rulings and guidelines issued by the Fund’s SSB.
(2) The Fund Manager must perform the internal Shari’ah review in accordance with AAOIFI GSIFI No. 3.
Guidance
i) The Fund Manager of an umbrella Fund which has an Islamic Sub-Fund should, to the extent possible, perform the internal Shari’ah review in accordance with AAOIFI GSIFI No. 3 and must document the manner in which it will conduct that part of the internal Shari’ah review that is not conducted in accordance with AAOIFI GSIFI No. 3.
ii) Although the Fund Managers of Exempt Funds are not subject to the specific internal Shari’ah requirements, they would need to ensure that the Exempt Fund continues to meet the applicable Shari’ah requirements. However, the manner in which they demonstrate to the Unitholders of the Fund how they achieve such compliance is a matter left to negotiation (i.e. subject to contractual terms) between the Unitholders and the Fund Manager.
iii) The Fund Manager must ensure that the internal Shari’ah review referred to in this section is performed by the internal audit function of the Fund or the compliance function of the Fund and that the individuals or departments involved in performing the review are competent and sufficiently independent to assess compliance with Shari’ah.
Guidance
For the purposes of assessing competency of personnel or departments which perform the internal Shari’ah review, Fund Manager should consult AAOIFI GSIFI No. 3 paragraphs 9 to 16 inclusive.
Consultation Paper No. AFSA-PSRD-CSP-2026-0002 from 15 July 2026 on Amendments to the AIFC Financial Technology framework
Please, press "PDF" button above to download a Consultation Paper.
INTRODUCTION
Why are we issuing this Consultation Paper (CP)?
The Astana Financial Services Authority (AFSA) has issued this Consultation Paper (CP) to seek suggestions from the market on the proposed amendments to the AIFC Financial Technology (FinTech) framework.
Who should read this CP?
The proposals outlined in this paper will be relevant for current and potential AIFC Participants engaged in activities related to the FinTech Lab, as well as for the broader market and other stakeholders.
Terminology
Defined terms have the initial letter of the word capitalised, or of each word in a phrase. Definitions are set out in the AIFC Glossary (GLO). Unless the context otherwise requires, where capitalisation of the initial letter is not used, the expression has its natural meaning.
What are the next steps?
We invite comments from relevant stakeholders on the proposed framework. All comments should be in writing and sent to the email specified below. If sending your comments by email, please use “Consultation Paper AFSA-PSRD-CSP-2026-0002” in the subject line. You may, if relevant, identify the organisation you represent when providing your comments. The AFSA reserves the right to publish, including on its website, any comments you provide, unless you expressly request otherwise. Comments supported by reasoning and evidence will be given more weight by the AFSA.
The deadline for providing comments on the proposed framework is 15 September 2026. Once we receive your comments, we shall consider if any refinements are required to this proposal.
Following the public consultation, we may proceed with making relevant changes to the AIFC Acts as appropriate to reflect the points raised in the consultation. You should not act on the proposals until the framework is enacted.
AFSA prefers to receive comments by email at consultation@afsa.kz.
Structure of this CP
Part I – Background
Part II – Proposals
Part III – Public Consultation Questions
Annex 1 – Proposed Amendments to the AIFC Rules
PART I – BACKGROUND
1. The AIFC FinTech Rules have been in place since 2018, providing the foundational framework for the supervision of innovative financial services. The Rules were subsequently amended in 2019 to refine certain aspects of the regime. In 2026, the AFSA is undertaking a comprehensive review and enhancement of this framework to ensure its continued relevance in light of evolving market practices, technological developments, and international regulatory standards.
2. As AIFC continues to develop as an international financial centre, it is essential that the regulatory framework remains responsive to market needs, supports sustainable growth, addresses emerging risks, and reinforces the AIFC’s competitiveness as a jurisdiction for FinTech activities. This requires a careful balance between enabling innovation and ensuring regulatory robustness and investor protection.
3. In this context, the AFSA has undertaken post-implementation monitoring of the AIFC FinTech Rules, combined with supervisory engagement with FinTech Lab participants. This process has been complemented by a comparative analysis of peer jurisdictions, allowing for benchmarking of regulatory approaches and identification of international best practices. The combined outcomes of supervisory observations and jurisdictional analysis have enabled the AFSA to identify a targeted set of policy issues to be addressed within the current review.
4. While international practices provide useful benchmarks, AFSA’s supervisory engagement through the FinTech Lab has identified a number of practical issues arising in the application of the current framework, including areas where greater clarity, proportionality, or operational alignment may be required. Accordingly, the next section sets out policy proposals to amend the FinTech framework, with a focus on addressing these implementation challenges while preserving the principles-based and flexible nature of the existing regime. The proposed measures are designed to enhance regulatory certainty, support market development, and ensure that the sandbox continues to operate as an effective gateway for innovation within AIFC.
PART II – PROPOSALS
Revising the FinTech Lab Eligibility Criteria
Introduction of a consolidated eligibility framework
5. The AFSA proposes to replace the Testing and Developing regimes with a single, consolidated eligibility framework comprising three criteria. These criteria are designed to be mutually reinforcing rather than mutually exclusive: an applicant needs only satisfy one criterion, and the AFSA will assess the application against the applicable regulatory conditions that correspond to that criterion.
6. While the substantive scope is not materially different from the current framework, the objective is to express the existing policy intent in a more consistent and internationally aligned manner. Each criterion is addressed below:
Criterion (a): Innovative Technologies and Processes
This criterion captures the core use case of the FinTech Lab: a firm with a genuinely novel product, service, process, or technology that it wishes to validate in a live market setting under regulatory supervision.
Criterion (b): Novel Application of Existing Technologies
This criterion addresses a distinct and increasingly prevalent category of FinTech Lab applicants: firms that are not deploying new technology per se, but are applying established technologies to financial services in ways that give rise to new or substantially modified business models.
Criterion (c): Presence and Recognition for Foreign Regulated Institutions
This criterion introduces an explicit recognition pathway for Regulated Financial Institutions (meaning institutions holding a licence or authorisation from a recognised financial services regulator in a foreign jurisdiction) that wish to participate in the FinTech Lab without obtaining a full AFSA licence.
7. At this stage, the proposed amendments establish the principle that participation in the FinTech Lab may be available to recognised foreign Regulated Financial Institutions. The detailed recognition framework, including eligibility requirements, assessment criteria, application procedures and any conditions applicable to recognised entities, will be developed separately by the AFSA and communicated through a subsequent notice. This approach provides the necessary regulatory basis for the recognition pathway while allowing the AFSA flexibility to design a proportionate operational framework informed by market engagement and implementation considerations.
Extend consumer benefit requirement to all FinTech Lab Activities
8. It is proposed to extend the consumer benefit requirement, currently applicable under criterion (a) only, to all Participants conducting FinTech Lab Activities, irrespective of the eligibility criterion under which they were admitted. Under the revised framework, all Participants will be required to demonstrate that their proposed activities offer benefits to consumers, such as increased accessibility, efficiency, security, or quality in the provision of financial services. This approach is consistent with international best practices, which require regulatory sandboxes to demonstrate a clear value proposition and consumer benefit.
Reintroduce an explicit “Scaling Intent” requirement
9. A common eligibility criterion in leading sandbox regimes, which is currently absent from the AFSA framework, is the requirement for applicants to demonstrate both an intention and capability to scale their solution following successful testing. This requirement is consistently reflected in peer jurisdictions.
10. The AIFC regulatory framework initially included a comparable requirement aligned with these international practices. However, this requirement was removed in 2019 on the basis that such intent was considered inherent and generally assumed from the applicant. Given the significant maturation of the FinTech ecosystem since 2019, it is proposed to revisit this position and reintroduce an explicit scaling intent requirement.
11. The reintroduction of an explicit “scaling intent” requirement would align the AIFC FinTech Lab with international best practices and provide clearer supervisory expectations regarding the ultimate objective of sandbox participation. It would reinforce the principle that the FinTech Lab is not solely a controlled environment for experimentation, but a structured pathway for enabling the responsible deployment of viable innovative solutions.
12. In addition, this requirement would strengthen the strategic role of the FinTech Lab in supporting the development of the local financial ecosystem by ensuring that participating firms are oriented towards real-world application and market deployment, where feasible. It would also enhance the quality of applicants by ensuring that admitted participants demonstrate not only technical feasibility, but also commercial and operational readiness to progress beyond the testing phase.
Self-Assessment of FinTech Lab Eligibility
13. The AFSA proposes to introduce guidance clarifying that a Person seeking admission to the FinTech Lab should undertake a self-assessment to determine whether there is a demonstrable need to test the relevant technology, process, service, or product within the FinTech Lab. The purpose of the guidance is to reinforce the policy objective of the FinTech Lab as a controlled testing environment intended for genuinely innovative solutions requiring regulatory engagement or testing, rather than as a general market entry mechanism.
Streamlining the Authorisation process by combining pre-application and application stages
14. Under the existing framework, the FinTech Lab authorisation process consists of two stages: pre-application and application. At the pre-application stage, the AFSA conducts Controllers’ fitness and propriety checks, assesses sources of funds and wealth, and reviews the business plan’s eligibility for testing. At the application stage, the AFSA assesses candidates for Controlled Functions, reviews internal control documents (e.g. AML/CTF Policy, Internal Control Rules, material outsourcing arrangements, Client assets safeguarding, Client agreement, Exit strategy) and approves a Test Plan.
15. It is proposed to combine the pre-application and application stages into a single-stage authorisation process. Under this approach, applicant’s eligibility, core systems and controls, and fitness and propriety will be assessed based on their business plan, sources of funds and wealth, proposed candidates for Controlled Functions, exit strategy, and the development of a Test Plan.
16. Detailed internal control documentation would not be required at the point of entry but would instead be developed in parallel with testing under supervisory oversight. Nevertheless, FinTech Lab Participants will be formally notified through the Licence Notice and Test Plan that no operations may commence until internal controls are established to the satisfaction of AFSA.
17. Importantly, the proposed approach also reflects existing supervisory practice implemented through Class Modification. AFSA issued Notice No. AFSA-ATD-NOT-2026-0007, dated 13 February 2026, to give effect to this approach. The Notice came into force on the date of issuance and remains in effect. Since its introduction, the approach has demonstrated effectiveness in practice; accordingly, it is now proposed to formalise it within the Rules.
18. The proposed model is expected to improve accessibility and encourage innovation, while maintaining a risk-based approach to supervision. Additionally, the pre-application fee of USD 2,000 will be removed, which is currently payable prior to the commencement of the eligibility assessment.
Facilitating Entry to the FinTech Lab for Authorised Persons
19. Under the current FinTech Lab framework, all applicants are required to obtain a FinTech Lab Licence as a precondition for participation. This uniform licensing requirement does not distinguish between firms that have no prior regulatory relationship with the AFSA and firms that are already subject to the AFSA's ongoing supervision as Authorised Persons. For the latter category, the FinTech Lab Licence requirement imposes a duplicative and disproportionate regulatory burden.
20. Under the proposed framework, an Authorised Person wishing to conduct FinTech Lab Activities will not be required to obtain a separate FinTech Lab Licence. Instead, it will engage directly with the AFSA through a process that builds on its existing authorisation and supervisory relationship. Where the proposed activities fall within the Authorised Person's current permissions, no additional licensing action will be required. Where they do not, the firm may apply for a Licence Modification or seek a waiver or modification of specific provisions of the AIFC Financial Services Framework Regulations (Framework Regulations) or the Rules, where the AFSA considers that their application would be disproportionate to a testing context of the specific product/service/process.
21. The possible scenarios are as follows: (i) Where an Authorised Person proposes to conduct FinTech Lab Activities that fall within the scope of its existing Licence, the Authorised Person may proceed to test upon completing the required engagements with the AFSA. (ii) Where the proposed FinTech Lab Activities fall outside the scope of the Authorised Person's existing Licence, two pathways are available:
(a) Licence Modification. The Authorised Person may apply to the AFSA for a modification of its existing Licence to extend the permitted scope of its authorisation to cover the proposed FinTech Lab Activities.
(b) Waiver or Modification of specific provisions of the Framework Regulations and the Rules. Alternatively, where certain requirements of the applicable AIFC Acts are not suited to or are disproportionate in the context of the specific product, service, or process being tested, the Authorised Person may apply for a waiver or modification of those specific requirements. Any waiver or modification granted will be limited in scope to the particular product, service, or process under testing and will remain in effect only for the duration of the agreed testing period, after which full compliance with the relevant requirements will be reinstated.
22. In both cases, no FinTech Lab Licence is required. The Authorised Person remains subject to its existing authorisation throughout, and the AFSA retains full supervisory oversight over the FinTech Lab Activities. This proposal reflects a well-established principle in international sandbox regulation that existing authorisation constitutes a sufficient and proportionate basis for entry into a controlled testing environment, provided appropriate safeguards remain in place.
23. The proposed approach is adopted by several leading financial regulators. The frameworks share the same foundational logic: the existing authorisation of the firm is treated as a sufficient regulatory foundation for FinTech testing, the licensing gate is replaced by a structured engagement process, and rule waivers or modifications are available for a defined testing period on a case-by-case basis.
24. It is important to note that the AFSA intends to publish a separate Notice to Authorised Persons setting out the engagement expectations that apply to firms seeking to participate in the FinTech Lab under proposed Rule.
Clarifying the Licensing framework for FinTech Lab Participants
Conditions precedent to commencement of operations
25. Under rule 2.5.1(b) of the AIFC FinTech Rules, a Licence serves as an authorisation of a Centre Participant to Test and/or Develop FinTech Activities and can be subject to a set of conditions. In practice, such conditions frequently include requirements that must be fulfilled prior to the commencement of operations, particularly in relation to internal controls, systems, and operational readiness. However, the current framework does not explicitly clarify the regulatory status of a FinTech Lab Participant during the period between the issuance of the Licence and the fulfilment of these conditions, which may create ambiguity for market participants and reduce transparency in the Public Register.
26. In light of supervisory experience, it is proposed to introduce guidance clarifying that, following the issuance of a Licence, the status of a FinTech Lab Participant in the Public Register shall remain “pending approval” where conditions precedent to commencement of operations remain outstanding. Only upon submission of satisfactory evidence demonstrating fulfilment of such conditions, and receipt of formal confirmation from the AFSA, should the status be updated to “active”, thereby enabling the Participant to commence operations with Clients. This approach is intended to enhance transparency, ensure clear signaling to the market, and reinforce supervisory control over the transition from authorisation to live operations.
Suspension, revocation and withdrawal of the Licence
27. Rule 2.5.3 of the AIFC FinTech Rules is currently addresses the suspension and revocation of a Licence; however, in substance, the provision also covers circumstances of withdrawal. It is therefore proposed to amend the title and relevant provisions of rule 2.5.3 to explicitly include withdrawal (and, where appropriate, expiry), thereby ensuring that the full range of licence termination scenarios is clearly reflected.
28. Similarly, rule 2.8.1 provides that, upon expiry of a Licence, any legal and regulatory requirements waived or modified by the AFSA cease to have effect. It is proposed to extend this provision to also cover cases of suspension, withdrawal and revocation, thereby ensuring that all scenarios in which a Licence becomes invalid are treated consistently. These clarifications will enhance legal certainty and avoid potential misinterpretation.
29. In addition, pursuant to rule 2.5.3(d)(iv) of the AIFC FinTech Rules, a FinTech Lab Participant is required, upon revocation or withdrawal of its Licence, to implement its exit strategy and ensure that all obligations to its customers are “fulfilled or addressed”. It is proposed to amend this requirement to clarify that such obligations must be “fulfilled and addressed”. This amendment is intended to remove ambiguity in the standard expected from the FinTech Lab Participants by ensuring both the full discharge of contractual and financial obligations, as well as the proper resolution of any residual matters, including client communications, complaints, and orderly wind-down arrangements. This clarification strengthens consumer protection and aligns with the AFSA’s risk-based supervisory approach.
Enhancing the framework for waivers, conditions, restrictions
Enhance the baseline applicability of the AIFC Legislation
30. Under rule 2.6.1(a) of the AIFC FinTech Lab Rules, existing requirements of the Framework Regulations and the Rules would not generally apply initially to FinTech Lab Participants. Instead, upon receipt of an application, the AFSA engages with the applicant to identify relevant provisions and may issue individual guidance tailored to the specific characteristics and risks of the proposed FinTech Lab Activities. While this approach provides flexibility, it may create ambiguity as to the baseline regulatory position applicable to FinTech Lab Participants and may lead to inconsistent interpretation by market participants.
In light of this, it is proposed to clarify the framework by establishing that all relevant AIFC Acts apply to FinTech Lab Participants by default, except for those provisions that are waived or modified, or where the timeline for application of certain provisions of the Framework Regulations and the Rules are clearly specified within the testing plan agreed with AFSA. In other words, AFSA may, based on applicant’s/Fintech Lab Participant’s request, waive or modify specific provisions of the Framework Regulations and the Rules during the entire period of Testing and/or Development of FinTech Lab Activities. Additionally, the test plan will provide for a time schedule for the gradual compliance of Fintech Lab Participant with specific provisions of the Framework Regulations and the Rules.
31. This approach reverses the current formulation and provides a clearer legal baseline, ensuring that any deviations from the standard regulatory framework are transparent, deliberate, and risk justified. Such clarification enhances legal certainty, strengthens regulatory discipline, and aligns with the principle of a risk-based and proportionate application of requirements, while preserving the flexibility necessary for innovation within the FinTech Lab.
Enhance flexibility in specification of conditions
32. It is proposed to amend rule 2.6.1(c) of the AIFC FinTech Rules to clarify that conditions imposed by the AFSA on a FinTech Lab Participant are not limited to those reflected in Schedule 1 of the Rules, which set out conditions for commencing business with Clients. While Schedule 1 may continue to serve as a non-exhaustive reference point for common conditions, it should not be interpreted as an exhaustive or restrictive list governing the AFSA’s licensing powers.
33. It is therefore proposed to remove the explicit reference to Schedule 1 and instead provide that conditions may be imposed, varied, or supplemented by the AFSA as appropriate, allowing the AFSA as it considers appropriate. This approach ensures that conditions can be applied in a proportionate and risk-sensitive manner, reflecting the specific risks, business models, and stages of testing of individual FinTech Lab Participants. It also reflects existing supervisory practice, under which conditions are tailored on a case-by-case basis.
Separation of Regulatory Requirements and Internal Governance
34. It is proposed to remove Part 3 of the AIFC FinTech Rules in its entirety. Under this approach, the administration of the FinTech Lab, including internal roles, responsibilities, and decision-making processes, will be governed through internal AFSA documents and the AIFC FinTech Rules will remain focused on their core purpose of regulating market participants and FinTech Activities. This approach enhances legal consistency, reduces regulatory rigidity by allowing AFSA to adjust its internal structure without requiring amendments to the Rules and aligns the AIFC framework with best practices.
35. We would like to highlight that the proposed repeal is not intended to alter the substantive powers, functions or responsibilities currently exercised in relation to the FinTech Lab. Accordingly, the removal of Part 3 does not result in any loss of regulatory authority or operational capability, but rather relocates internal administrative matters from the Rules to the AFSA's internal governance framework.
Enhance conditions for commencing business with Clients
36. As a result of the amendments outlined above, it is proposed to remove paragraphs (a)–(d) of Schedule 1 in order to avoid duplication. These provisions currently restate existing obligations under the AML, GEN and COB frameworks applicable to FinTech Lab participants. It is therefore considered unnecessary to retain them within Schedule 1.
37. In addition, it is proposed to introduce accompanying Guidance clarifying that the full set of requirements to be satisfied prior to the commencement of operations by FinTech Lab participants will be specified in the relevant licensing documentation issued to such participants. This will ensure regulatory clarity and avoid potential ambiguity regarding pre-commencement obligations.
Ongoing Maintenance of Adequate Financial Resources
38. The current framework requires a FinTech Lab Participant to provide evidence to the AFSA of the availability of adequate funds to meet at least 12 months of operational expenses, based on the participant’s application. It is proposed to amend this requirement to clarify that a FinTech Lab Participant must maintain adequate financial resources at all times, in line with its financial projections, to cover its remaining operational period. For example, following six months from the issuance of the Licence, the Participant should maintain sufficient funds to cover the remaining six months of projected operational expenses and provide evidence of such upon request by the AFSA. This approach ensures ongoing financial soundness, rather than a one-off assessment at the point of authorisation.
Alignment of Digital Asset Storage Requirements with DAA Framework
39. Under the current framework, where a FinTech Lab Participant provides Digital Asset transactions, it must have arrangements in place to ensure that at most 10% of Client funds or assets are held in a hot digital wallet. AFSA proposes that at most 30% of all Client funds or assets may be held in the Hot Digital wallet. The amendment aligns the FinTech Lab framework with the Digital Asset Activities Rules (rule 2.13.9), which provides that a Digital Asset Service Provider must ensure that no more than 30% of Client Digital Assets are held in a hot wallet.
40. We would also note that the proposed increase from 10% to 30% is not merely a harmonisation measure; but rather it reflects operational necessity. A 10% hot wallet threshold has proven in practice to be insufficient, as it limits the liquidity available for client withdrawals and transaction settlement. The 30% cap adopted under the DAA Rules was developed to balance operational efficiency against custody risk, and it is that same balance which the proposed amendment seeks to bring into the FinTech Lab framework.
Revise Testing Limits
Removal of References to BTC and other Digital Assets in Testing Limits
41. It is proposed to remove references to BTC and other Digital Assets within the FinTech Rules and standardize all monetary thresholds by reference to USD. This approach is justified on two main grounds. First, Digital Assets are inherently volatile and referencing them in regulatory thresholds introduces unnecessary uncertainty and inconsistency. Second, all AIFC regulatory frameworks apply USD as the standard unit of account. Aligning the FinTech Rules with this approach will improve regulatory consistency and clarity across the framework. In addition, references to “equivalent Fiat Currency” have been removed, with all amounts now specified solely in USD for consistency and clarity.
Increasing Testing Limits
42. The FinTech Lab framework currently imposes per-client and aggregate monetary limits on the amount of Client Money that FinTech Lab Participants may receive and hold during the testing period. These limits serve an important consumer protection function: they cap individual and systemic exposure to firms that are operating in a pre-authorisation or controlled testing environment.
43. The proposed limits, set out in the revised Table 1 of the FinTech Rules, are as follows.
Proposed Per-Client Limits (Fiat Currency): Revised Table 1
|
Client Category |
Previous Limit |
Proposed Limit |
Proposed Enhanced Limit (assessment required) |
|
Retail Clients/Investors (Natural Persons) |
$1,000 |
$15,000 |
$100,000 |
|
Retail Clients/Investors (Body Corporates) |
$20,000 |
$100,000 |
$500,000 |
|
Professional Clients & Accredited Investors |
within aggregated limits |
within aggregated limits |
N/A |
44. The proposed base limit of USD 15,000 for Retail Clients and Investors who are natural persons is calibrated by reference to the threshold established under the Rules of the Agency for Regulation and Development of Financial Markets of Kazakhstan (ARDFM). Those Rules provide that, in respect of bank clients conducting transactions with an AIFC participant providing digital asset platform management services, simplified customer due diligence measures apply to single banking transactions not exceeding 7,000,000 (seven million) Kazakhstani tenge, or the equivalent amount in foreign currency at the market exchange rate on the date of the transaction. At or above that threshold, enhanced customer due diligence applies, including source-of-funds verification and full AML/CFT obligations.
45. The proposed limit of USD 15,000 is further supported by the international AML standard established by the Financial Action Task Force. Under FATF Recommendation 10, the designated threshold for transactions above which full customer due diligence measures are required is USD/EUR 15,000, whether effected in a single operation or through linked operations that together reach that amount. Below that threshold, and in the absence of suspicion of money laundering or terrorist financing, full CDD is not mandatorily triggered under the FATF framework, and proportionate simplified measures may be applied.
46. The enhanced limit of USD 100,000 for Retail Clients who are natural persons is aligned with the threshold at which the AFSA's Conduct of Business Rules recognises a professional-equivalent level of engagement for individual clients. The enhanced limit of USD 500,000 for Retail Body Corporates that pass the relevant assessment reflects the significantly greater financial capacity and organisational sophistication of corporate entities relative to natural persons.
47. In assessing the knowledge, experience and qualifications of Retail Clients for the purpose of increasing the limits, a FinTech Lab Participant must apply the assessment criteria set out in COB 2.5.3. Accordingly, a Retail Client seeking an increase in such limits must satisfy the criteria applicable to an Assessed Professional Client under the COB, except for the requirement to meet the minimum net asset threshold for reclassification.
48. The AFSA proposes the following revisions to the aggregate limits:
Proposed Revisions to Aggregate Limits
|
Client Category |
Previous Cap |
Proposed Cap |
|
Retail Clients |
$200,000 |
$1,000,000 |
|
Professional Clients |
$5,000,000 |
$10,000,000 |
The revised aggregate limits are grounded in the AFSA's supervisory knowledge. Feedback from Participants and applicants consistently indicated that the previous caps were reached at client volumes too low to generate statistically meaningful test outcomes. The revised figures reflect the AFSA's current understanding of market transaction sizes and are designed to allow Participants to conduct operationally credible tests.
Mandatory Segregation of Client Money and Client Investments
49. The AFSA proposes to amend Schedule 1, rule 5.1 of the FinTech Rules in two respects. First, it replaces the permissive "allowed to receive and hold" with a mandatory requirement, making segregation of Client assets from the Participant's own money and investments a condition of participation. Second, by replacing "corporate bank accounts" with "segregated Client Money/Investment Accounts of a Third-Party Account Provider," it ensures the rule is technology neutral. The amendment reflects both a strengthening of the client asset protection standard and an expansion of its scope.
Clarification of AFSA’s Role
50. It is proposed to remove the requirement under rule 2.6 of the FinTech Rules for AFSA to be appointed as trustee of any performance assurance or guarantee provided by a FinTech Lab Participant. This requirement is considered to extend beyond the appropriate functions of AFSA as a financial regulator.
51. In addition, it is proposed to remove references to the AFSA Committee on Authorisation within the FinTech Rules, as it is an internal body. References should instead be made directly to AFSA to avoid an unnecessary operational detail in the regulatory framework.
Revise exit from the FinTech Lab
52. Under rule 2.8.2, upon exiting the FinTech Lab, a FinTech Lab Participant is required to leave the sandbox and choose one of the following options: (a) migrate to the full regulatory regime under the AIFC framework; (b) continue its business in the AIFC as a non-regulated activity; or (c) exit the AIFC in accordance with the procedure specified in rule 2.5.3(d), including in cases of suspension or revocation of the Licence.
53. A comparative jurisdictional review indicates that leading sandbox regimes generally provide two core exit pathways: transition to full authorisation, or withdrawal of the sandbox licence. Withdrawal does not, in itself, prescribe a single outcome for the participant. Following withdrawal, a participant may pursue a range of options, including continuing its business as a non-regulated activity, discontinuing the activity, or pursuing other available arrangements.
54. On this basis, the AFSA considers that the standalone option in subrule 2.8.2(b) is unnecessary, as it is already captured within the broader exit mechanism under subrule 2.8.2(c). The ability to continue as a non-regulated activity is preserved: rule 2.8.4 clarifies that a Participant may continue its business in the AIFC as a non-regulated activity where the AFSA determines that the relevant FinTech Lab Activities do not constitute Regulated Activities. Accordingly, it is proposed to remove the standalone option for continued non-regulated activity following exit from the FinTech Lab (rule 2.8.2(b)).
Enhance final reporting requirements
55. Rule 2.7.3 requires a FinTech Lab Participant to submit a final report to the AFSA within 30 calendar days from the expiry, revocation, or withdrawal of its Licence. While this requirement ensures an orderly conclusion regarding FinTech Lab activities, it does not expressly address its application in the context of a transition to a full authorisation regime. Although such transition would typically coincide with the expiry or withdrawal of the Licence, supervisory experience indicates that Participants may not consistently interpret migration as triggering final reporting obligations. It is therefore proposed to introduce Guidance, ensuring a consistent and complete supervisory record across all exit scenarios from the FinTech Lab.
56. In addition, the enhancement of rule 2.7.3(b) is proposed to strengthen the protection of Clients and reinforce accountability at the conclusion of FinTech Lab activities. By requiring explicit confirmation that all obligations to Clients have been satisfied, the amendment ensures that Participants formally attest to the proper handling of Client relationships, including the resolution of complaints and the discharge of any outstanding obligations. This approach enhances supervisory certainty, supports orderly exit or transition, and reinforces the integrity of the FinTech Lab framework.
Technical Amendments
Harmonisation of Terminology
57. Currently, the term “FinTech Lab Activities” is defined in the Glossary, the FinTech Rules and GEN 1.4. However, the Rules occasionally also refer to the same concept as “FinTech Activities,” creating inconsistency in terminology across the framework. It is therefore proposed to standardise usage by adopting a single unified term, namely “FinTech Lab Activities,” throughout the Rules and related instruments. This will ensure consistency, improve legal clarity, and avoid interpretational ambiguity.
58. In addition, defined terms such as FinTech Lab Participant, Regulated Activity, Financial Service, and Ancillary Service have been capitalised throughout the Rules for consistency with the AIFC Glossary. Also, references in Schedule 1 to the term “participant” have been removed, as there is no clear justification for introducing a new term where FinTech Lab Participant is already defined in the GLO. Accordingly, the terminology has been aligned with the GLO to ensure consistency and clarity in drafting.
Alignment of Drafting Style with the AIFC Framework
59. Part 1 of the FinTech Rules sets out provisions relating to the title, commencement date, application, interpretation, and administration of the Rules. It is proposed to remove Part 1 as its content is inconsistent with requirements in the AIFC Regulations on AIFC Acts. In particular, the AIFC Rules do not replicate the title and commencement date within the body of the Rules, as these are already reflected in the title list. Similarly, provisions relating to application and interpretation are generally addressed in the introductory sections and in the AIFC Glossary and General Rules, and do not require repetition. In addition, the reference to administration by division is not aligned with current drafting practice, under which responsibilities are attributed collectively to the AFSA. Accordingly, the removal of Part 1 would improve consistency, reduce duplication, and align the FinTech Rules with the broader AIFC legislative framework.
60. It is proposed to further enhance consistency in drafting style and internal cross-referencing within the Rules. In particular, references contained in subrules 2.5.3(d)(v) and 2.7.1(a) should be reviewed and aligned to ensure uniformity in formulation, structure, and terminology across comparable provisions. This amendment is intended to improve readability and ensure consistent interpretation of related obligations.
PART III – PUBLIC CONSULTATION QUESTIONS
Question 1. Do you agree with the proposed amendments to the FinTech Lab eligibility framework, including the introduction of a single, consolidated eligibility framework and the proposed approach for existing Authorised Persons? If not, why?
Question 2. Do you agree with the proposal to combine the pre-application and application stages into a single-stage authorisation process? If not, why?
Question 3. Do you agree with the proposals to increase the per-client and aggregate testing limits, including the introduction of enhanced limits subject to knowledge, experience and qualification assessment? If not, why?
Question 4. Do you have any comments on the proposals set out in this Consultation Paper, or any suggestions that the AFSA should consider before finalising the proposed amendments?
Annex 1 – Proposed Amendments to the AIFC Rules
PROPOSED AMENDMENTS TO AIFC RULES
In these amendments, underlining indicates a new text, and strikethrough indicates a removed text.
AIFC FINANCIAL TECHNOLOGY RULES
Guidance: Purpose of these Rules
The purpose of these Rules is to establish the AIFC framework in FinTech, which regulates the FinTech Lab, a special regulatory environment to Test and/or Develop test the FinTech Activities.
The purpose of this rulebook, “FINTECH”, is to complement the regulatory framework established by the Financial Services Framework Regulations (“the Framework Regulations”).
Part 1 sets out the commencement date, application scope, interpretation and administration matters. [intentionally omitted]
Part 2 sets out the features of the FinTech Lab.
Part 2.1 is an introduction to the FinTech Lab.
Part 2.2 describes the approach to Testing testing FinTech Activities within the FinTech Lab.
Part 2.3 describes the approach to Developing FinTech Activities within the FinTech Lab. [intentionally omitted]
Part 2.4 describes the Licence application process.
Part 2.5 describes the waivers, conditions and restrictions to which the Licence may be subject.
Part 2.6 describes the reporting obligations of the FinTech Lab Participant.
Part 2.7 describes the results of Testing and/or Developing testing the FinTech Activities within the FinTech Lab.
Part 3 provides for the general overview of the AFSA FinTech Office, outlines the objectives and scope of the functions performed by the CFTO. [intentionally omitted]
PART 1. INTRODUCTION [intentionally omitted]
1.1. Title
These Rules may be cited as the AIFC Financial Technology Rules (or FINTECH).
1.2. Commencement
These Rules commence on 15 March 2019, meaning that the AIFC FinTech Regulatory Sandbox Guidance expires.
1.3. Application
These Rules apply within the jurisdiction of the AIFC.
1.4. Interpretations
Words and expressions used in these Rules and interpretative provisions applying to these Rules are specified in the Glossary.
1.5. Administration of the Rules
These Rules are administered by the Chief FinTech Officer (hereinafter, the “CFTO”) of the AFSA FinTech Office.
PART 2. FINTECH LAB
2.1. General introduction to FinTech Lab
2.1.1. The FinTech Lab is a controlled regulatory environment within the AIFC that allows a Person to Test and/or Develop test the FinTech Lab Activities. without being immediately subject to the full set of regulatory requirements under the Framework Regulations and Rules made thereunder.
2.1.2. FinTech Lab is designed to allow Persons to deliver effective competition in the interests of consumers by:
(a) reducing the time, and potentially the cost, of getting FinTech to market;
(b) enabling greater access to the market for innovative Persons, including start-ups;
(c) the AFSA collaborating with the Person to ensure that appropriate consumer protection safeguards are built into their FinTech Lab Activities; and
(d) enabling FinTech Lab Activities to be Tested and/or Developed.
2.1.3. Risk and failure are an integral part of innovation. The FinTech Lab is intended to incorporate appropriate safeguards to identify and manage potential and actual risks in order to promote development of FinTech Lab Activities. Given that the FinTech Lab operates in a live environment, failure may result in financial losses to FinTech Lab participants Participants and their customers arising from potential risks.
2.1.4. The FinTech Lab Activities must be intended to bring benefits to consumers, which may include, for example, increase of the accessibility, efficiency, security and quality in the provision of financial services, thus promoting better risk management solutions and regulatory outcomes for the financial industry.
2.1.5. A FinTech Lab Participant must intend to roll-out its business on a broader scale in or from the AIFC once it has successfully completed testing.
2.1.6. Authorised Persons may apply to the FinTech Lab subject to the relevant engagements with the AFSA without seeking additional FinTech Lab Licence.
2.2. Testing the FinTech Activities Eligibility Criteria for the FinTech Lab
2.2.1. Eligibility Criteria
(a) The regime for Testing the FinTech Activities FinTech Lab is a live environment which allows a Person to test the feasibility of: validity of the following types of activities in a cost-effective and timely manner, in close collaboration with the AFSA:
(a) innovative technologies, processes, services or products in a controlled environment, in close collaboration with the AFSA;
(b) the application of existing technologies, processes, services or products in a novel manner, resulting in the development of new business models; and
(c) establishing a presence or obtaining a recognition in the AIFC by Regulated Financial Institutions for the purpose of testing activities that are currently regulated or not regulated by the AFSA (test the waters).
Guidance
A Person seeking admission to the FinTech Lab must conduct a self-assessment to determine whether there is a demonstrable need to test the relevant technology, process, service, or product within the FinTech Lab. Such self-assessment must be undertaken irrespective of whether the proposed activity is regulated or unregulated under the AIFC Acts.
(i) Financial Activities which are being regulated in the AIFC or similar to those that are already being regulated in the AIFC, where:
i. a different technology or process is being applied; or
ii. the same technology or process is being applied differently, meaning that an established technology or process is being applied to create a new business model;
(ii) Financial activities not currently regulated in the AIFC but regulated in other jurisdictions; and
(iii) Activities likely to be regulated in the AIFC as a financial Financial or an ancillary service Ancillary Service.
(b) The regime for Testing the FinTech Activities is also suitable for a start-up that does not satisfy the full set of requirements for regulated activities Regulated Activities, but intends to deploy FinTech Lab Activities and to commit to complying with regulatory obligations gradually and with the approval of the AFSA.
(c) The FinTech Lab Activities specified in (a) and (b) above must be intended to bring benefits to consumers, which may include, for example, increase of the accessibility, efficiency, security and quality in the provision of financial services, thus promoting better risk management solutions and regulatory outcomes for the financial industry.
2.3. Developing the FinTech Activities [intentionally omitted]
2.3.1. Eligibility Criteria
(a) Developing FinTech Activities provides access to a live market environment in which a Person can engage in activities that are currently not regulated by the AFSA, or not regulated, without immediately being subject to the full set of regulatory requirements under the Framework Regulations and Rules made thereunder.
(b) Developing FinTech Activities is appropriate in the circumstances where:
(i) it is not clear whether the proposed FinTech Lab Activity would have demand in Kazakhstani or regional market (test the waters), and
(ii) a Person has a licence to operate the proposed FinTech Lab Activity in other jurisdiction(s) which are not currently regulated by the AFSA, subject to the AFSA being satisfied that those jurisdictions have appropriate regulatory standards and practice.
(c) For the purposes of 2.3.1, the FinTech Activities eligible for the FinTech Lab are those that are regulated and not regulated by the AFSA.
2.4. Application process
2.4.1. General overview
(a) A Person seeking to Test and/or Develop the FinTech Activities within be admitted to the FinTech Lab must meet the eligibility criteria specified in rules 2.2.1. and 2.3.1. and satisfy the application requirements specified in 2.4.3(b) to be granted with a Licence.
(b) A Person may apply to the AFSA for a FinTech Lab Licence to Test and/or Develop the FinTech Activities by:
(i) completing the pre-application and application forms form and filing each the completed form with the AFSA accompanied by such documents as are specified in the form; and
(ii) providing such further information as the AFSA may require.
2.4.2. Pre-application form [intentionally omitted]
(a) The pre-application process is intended to verify the eligibility of a Person to Test and/or Develop the FinTech Activities within the FinTech Lab.
(b) The pre-application form is intended to provide information to the AFSA regarding the proposed FinTech Activities; to verify its suitability for support from the FinTech Lab; and to enable the applicant to become familiar with the AFSA’s approach in fostering innovation within the FinTech Lab.
(c) A Person must comply with the eligibility criteria before lodging the application form.
2.4.3. Application form
(a) Once the AFSA is satisfied that the Person meets the eligibility criteria, the AFSA will invite the Person to proceed with submission of additional information necessary for assessment and authorisation purposes. [intentionally omitted]
(b) In assessing the application, the AFSA will consider whether:
(i-1) the Person is eligible to test FinTech Lab Activities within the FinTech Lab and has submitted to the AFSA the outcome of the self-assessment conducted in respect of its eligibility for admission to the FinTech Lab; and
(i) the Person has performed a rigorous due diligence on legal and regulatory requirements of the AIFC for deploying the proposed FinTech Activities and understands them; and
(ii) the Person has the necessary financial and non-financial resources to support Testing and/or Developing the FinTech Activities in the FinTech Lab; and
(iii) the applicant is fit and proper; and
(iv) the Person has submitted to the AFSA the business, testing and/or development plan(s); and
(vi) other criteria that the AFSA may consider relevant have been met.
(c) Upon submission of materially complete application form, the AFSA will review the application and inform the applicant of its authorisation decision.
(d) The procedures for assessing the application, terms and conditions of issuance of the Licence are defined by the AFSA.
(e) Nothing in these Rules prevents the Person whose application had been rejected from applying to the FinTech Lab again, provided that the issues causing the rejection of application have been addressed.
2.5. Licence
2.5.1. General
(a) A Person must not Test and/or Develop test FinTech Lab Activities within the FinTech Lab unless it holds a Licence or obtains a recognition from issued by the CFTO on behalf of the AFSA.
(b) A Licence issued by the CFTO, which can be subject to a set of conditions, serves as an authorisation of a Centre Participant to:
(i) Test the FinTech Activities within the FinTech Lab; and/or
(ii) Develop the FinTech Activities within the FinTech Lab.
Guidance
A FinTech Lab Participant whose Licence is subject to conditions precedent to commencement of operations shall be designated in the Public Register as “pending approval” until such conditions are satisfied.
(c) The Licence has effect for 2 years from the date of its issuance.
2.5.2. Extension, varying, withdrawal of the Licence
(a) The FinTech Lab Participant is entitled to apply to the AFSA to extend, vary or withdraw the Licence.
(b) The FinTech Lab Participant may submit an application for the Licence extension, but no later than 2 months prior to the Licence expiration date.
(c) The FinTech Lab Participant is entitled to apply to the AFSA to extend the validity, to change the scope, and to have a condition/restriction varied or withdrawn from its Licence (or to have its Licence withdrawn) by:
(i) filing a written request with the AFSA accompanied by such documents as may be requested by the AFSA;
(ii) providing a detailed report outlining the reasons for the request. This report should include:
- The specific challenges or circumstances necessitating the extension;
- The steps taken to address these challenges or circumstances; and
- The proposed timeline for achieving full compliance with the licencing requirements.
(iii) providing such further information as the AFSA may require.
(d) Each application for an extension, variation or withdrawal of the Licence must be accompanied by sufficient reasons for such an application.
(e) In the case of withdrawal of the Licence, the FinTech Lab Participant follows the procedure specified in rule 2.5.3(d) of these Rules.
(f) The CFTO AFSA may approve the extension, variation or withdrawal of the Licence on a case-by-case basis.
(g) The CFTO AFSA, subject to 7 days prior notification to the FinTech Lab Participant and consideration of any comments received from the FinTech Lab Participant, may vary the terms of the Licence on his/her its own initiative and at his/her its own discretion based on the progress of the FinTech Lab Participant in Testing and/or Developing the FinTech Activities.
2.5.3. Suspension, revocation, withdrawal of the Licence
(a) The CFTO AFSA may suspend or withdraw the Licence based on an application of the FinTech Lab Participant.
(b) The CFTO AFSA is entitled to suspend or revoke all or some of the terms of the Licence at his/her own its discretion.
(c) For the purposes of rule 2.5.3(b), the CFTO AFSA may exercise its power only if the CFTO AFSA:
(i) is satisfied that there is a breach, or likely breach of a provision of legislation administered by the AFSA; or there is a failure, or likely failure, to comply with any obligation to which the FinTech Lab Participant is subject under the Licence; or
(ii) considers that the exercise of the power is necessary or desirable in the interests of the AIFC as the risks posed by the Testing and /or Developing FinTech Lab Activities exceed the benefits to consumers or the financial system.
(d) Upon expiration, revocation or withdrawal of the Licence, the FinTech Lab Participant must:
(i) immediately implement its exit strategy to cease provision of the FinTech Lab Activities to new and existing customers;
(ii) provide notification to customers informing them of the cessation and their rights to redress, where relevant;
(iii) compensate any customers who had suffered financial losses from engaging with the FinTech Lab Participant pursuant to the safeguards submitted by the FinTech Lab Participant while submitting the application for authorisation;
(iv) ensure that the exit strategy is employed and all the existing obligations to its customers must be fully fulfilled or and addressed; and
(v) submit a final report to the AFSA on the actions taken pursuant to the paragraph rule 2.7.3. of these Rules within 30 days after the revocation or withdrawal.
2.6. Waivers, conditions, restrictions
2.6.1. General
(a) Existing legislative requirements of the Framework Regulations and the Rules would not generally apply initially to FinTech Lab Participants. On receipt of an application for a Licence to carry out FinTech Lab Activities, the AFSA works with the applicant to identify the provisions of the Framework Regulations and the Rules that are relevant to the proposed FinTech Lab Activities and issues, as appropriate, individual guidance to the applicant or a FinTech Lab Participant according to the specific characteristics of, and risks associated with, the proposed FinTech Lab Activities.
(b) The AFSA may, on the application of a Person or its own initiative and by written notice:
(i) waive or modify any condition, restriction or requirement of the Framework Regulations and the Rules in relation to FinTech Lab Activities or proposed FinTech Lab Activities; and
(ii) define appropriate conditions for a FinTech Lab Participant at authorisation and through different stages of Testing and / or Developing testing the FinTech Lab Activities.
(c) Conditions defined by the AFSA in relation to a FinTech Lab Participant, referred to in (b), are reflected in the Schedule 1 of these Rules, may include, for example, conditions in relation to the following:
(i) type of Clients with or for whom the FinTech Lab Participant is permitted to carry on FinTech Lab Activities;
(ii) the type and size of Client transactions that the FinTech Lab Participant is permitted to enter into;
(iii) whether the FinTech Lab Participant is permitted to hold or control Client Money and Client assets, including Investments or other financial instruments.
Guidance
AFSA may, based on applicant’s or Fintech Lab Participant’s request, waive or modify specific provisions of Framework Regulations and the Rules. Additionally, the testing plan should provide for a time schedule for the gradual compliance of Fintech Lab Participant with specific parts/provisions of Framework Regulations and the Rules.
2.7. Reporting
2.7.1. Monitoring
(a) The FinTech Lab Participant is subject to monitoring by the AFSA throughout the validity period of the Licence. The AFSA requires that the FinTech Lab Participant submit information on fulfillment of the testing and/or development plan according to the paragraph rule 2.4.3(b)(iv) of these Rules.
(b) The FinTech Lab Participant must ensure proper maintenance of records during the Testing and/or Developing period in the FinTech Lab to support reviews by the AFSA of the testing and/or development plan.
2.7.2. Interim reports
(a) The FinTech Lab Participant must submit interim reports to the AFSA on the progress of fulfilment of the testing and/or development plan, which must, without limitations, include information on the following:
(i) key performance indicators, key milestones and statistical information, covering the number of clients served, number of transactions performed, values of transactions, the number of customer complaints and other indicators;
(ii) key issues observed from his fraud or operational incident reports and resolution of customer complaints (if any); and
(iii) actions or steps taken to address the key issues referred to in (ii) above.
(b) The frequency of, and specific details for, reporting will be defined by the AFSA, depending on the duration, complexity, scale and risks associated with the Testing and/or Developing the FinTech Lab Activities.
2.7.3. Final report
The FinTech Lab Participant must submit a final report containing the following information to the AFSA within 30 calendar days from the expiry, or the revocation, or withdrawal of the Licence:
(a) key outcomes, key findings, risk management measures of the Testing and/or Developing from the FinTech Lab Activities and other information as per the request of the AFSA;
(b) a full account of all incident reports and resolution of customer complaints (if any), accompanied by confirmation that all obligations to Clients have been satisfied; and
(c) in the case of a failed Test and/or Development, the lessons learnt.
Guidance
For the purposes of this Rule, the requirement to submit a final report also applies where a FinTech Lab Participant transitions to a full authorisation regime.
2.8. Miscellaneous
2.8.1. Upon expiry, suspension, revocation or withdrawal of the Licence’s validity, the legal and regulatory requirements which have been waived or modified by the AFSA will expire.
2.8.2. Unless an extension of the Licence is requested pursuant to paragraph rule 2.5.2. of these Rules, or at such time as otherwise might be necessary and agreed by the CFTO AFSA, the FinTech Lab Participant will be required to exit the FinTech Lab and choose to either:
(a) migrate to the full authorisation and supervisory regime under the AIFC regulatory framework and deploy its FinTech Activities on a broader scale; or
(b) continue its business in the AIFC as a non-regulated activity; or [intentionally omitted]
(c) exit following the procedure specified in paragraph rule 2.5.3(d).
2.8.3. Migration to full authorisation is possible provided that:
(a) both AFSA and the FinTech Lab Participant are satisfied that the intended Test and/or Development testing outcomes of the FinTech Lab Activities are achieved; and
(b) the FinTech Lab Participant can fully comply demonstrate compliance with the relevant legal and regulatory requirements envisaged under the AIFC acts Acts to carry on the Regulated and/or Market Activities.
2.8.4. The FinTech Lab Participant may continue its business in the AIFC as a non-regulated activity in certain circumstances when, for instance, the Testing and/or Developing FinTech Lab Activities will be classified by AFSA as a non-regulated activity non-Regulated Activity.
2.8.5. The content of the exit strategy of the FinTech Lab Participant may vary based on commercial needs, and may include ceasing the business, or transferring the FinTech and engaged customers to other authorised financial institution(s).
PART 3. THE AFSA FINTECH OFFICE
3.1. Overview
3.1.1. The FinTech Lab and the FINTECH are administered by the CFTO.
3.1.2. The CFTO is an agent and employee of the AFSA and is subject to the same responsibilities and has the same rights as other agents or employees of the AFSA under the AIFC laws.
3.1.3. The CFTO is accountable to the AFSA Board of Directors.
3.2. Objectives and functions
3.2.1. Objectives
(a) In exercising the CFTO’s functions, the CFTO acts in an independent and non-biased way.
(b) The CFTO exercises the CFTO’s functions only in pursuit of the following objectives:
(i) to promote good practices and observance of the requirements of these Rules; and
(ii) to pursue effectiveness and transparency in administering of these Rules.
3.2.2. Functions
(a) The CFTO has the powers given to the CFTO by or under the applicable law of the AIFC, decisions of Governor, AFSA Board of Directors and AFSA Executive Body.
(b) Without limiting paragraph (a), the CFTO’s functions include the following:
(i) preparing draft rules, codes of practice and submitting them to the AFSA Board Legislative Committee for consideration;
(ii) preparing and adopting guidance for the AIFC FinTech Lab Participants, and seeking approval of the Board of Directors of the AFSA of any guidance adopted by the CFTO;
(iii) issuing or approving the necessary forms, procedural guidance and other necessary documents pertinent to these Rules;
(iv) initiating and convening the AFSA Committee on Authorisation of FinTech Lab applicants;
(v) devising a tailored regulatory regime for FinTech Lab Participant to Test and/or Develop the FinTech Activities within the FinTech Lab, including, without limitations, the following:
i. create and modify eligibility criteria on a case by case basis at his/her own discretion after due consideration of risks posed by the proposed FinTech;
ii. issue individual guidance to the FinTech Lab Participant having regard to specific characteristics of the participant, or risk posed by, a specific FinTech Activity of the FinTech Lab participant;
iii. holding the signature right of various legal matters:
i. approve the form of the Licence and other application forms, and make modifications thereto;
ii. issue the Licence;
iii. modify, suspend or revoke the Licence at any time at his/her own discretion due to necessity to pursue one or more regulatory objective.
(vi) waiving or modifying any conditions, restriction, requirements of the Framework Regulations or the Rules defining the conditions to apply to FinTech Lab Participants upon authorisation through different stages of Testing and/or Developing their FinTech Activities; and/or
(vii) exercise all or any of the following functions on behalf of the AFSA in relation to FinTech Activities:
i. approving the form of Licence;
ii. issuing Licences; and
iii. modifying, suspending or revoking Licences at any time, at the CFTO’s own discretion, to give effect to or further 1 or more regulatory objectives.
(c) The CFTO may make a decision under (vi), (vii).iii with immediate effect. However, if the CFTO makes a decision under (vi), (vii).iii the CFTO must refer the decision to the AFSA Committee on Authorisation for its consideration. The committee may confirm, set aside or change the condition in any way it considers appropriate.
3.2.3. Other powers
(a) These Rules are not an exhaustive source of the CFTO’s exercise of AFSA’s statutory powers and discretion. In discharge of his/her regulatory duty, the CFTO is entitled to exercise other powers or functions which the CFTO considers necessary or desirable for or in connection with, or reasonably incidental to, the exercise of the CFTO’s functions, where it might be relevant to address any specific matter in FinTech.
(b) The CFTO may delegate all or any of the CFTO’s functions to any AFSA employee.
(c) The CFTO, and any delegate of the CFTO, is not liable to third parties for anything done or omitted to be done in the exercise or purported exercise of the CFTO’s functions (including any function delegated to the CFTO) under the AIFC Acts, decisions of Governor and AFSA Executive Body, except when it is established that such an action or omission was committed with unfair intentions and/or malicious intent and/or for the purpose of deliberate non-fulfillment or violation of his/her official duties.
Schedule 1: Conditions
1. Conditions for commencing business with Clients
1.1. A FinTech Lab Participant (the participant) must meet the following minimum requirements before commencing business with Clients:
a) the participant it must demonstrate evidence of the availability of the policies, procedures, arrangements, systems and controls required by AML;[intentionally omitted]
b) the participant it must make the mandatory appointments as required by GEN 2.1 and must appoint a Chief Information Technology Officer, who must be an individual responsible for the participant’s ongoing information technology (IT) operations, maintenance and security oversight to ensure that the participant’ IT systems are reliable and adequately protected from external attack or incident where required under the DAA; [intentionally omitted]
c) the participant it must have a Client agreement that outlines the risk disclosure measures required by the participant’s licence issued by the AFSA; [intentionally omitted]
d) the participant it must comply with GEN 5.2 (Outsourcing); [intentionally omitted]
e) the participant it must provide to the AFSA a signed statement, certifying that the participant has adequate measures in place to ensure the following:
(i) that the participant’s IT systems are resilient and not prone to failure;
(ii) business continuity if a part of the IT system fails;
(iii) the protection of the IT systems from damage, tampering, misuse or unauthorised access;
(iv) the integrity of data forming part of, or being processed through, the IT systems;
(v) real time monitoring and reporting on system performance, availability and integrity;
(vi) that policies and procedures for the IT systems are adequately established and maintained;
(vii) that the participant has sufficient resources to operate without disruption, maintain and supervise the participant’s IT facilities.
f) the participant it must provide to the AFSA evidence of the availability of adequate funds to meet at least 12 months of operational expenses, as per the participant’ application to become a FinTech Lab Participant, and must ensure that such adequacy is maintained at all times in line with its financial projections for the remaining operational period;
g) the participant it must ensure that Client Money is held in a segregated Client Money Account with a third-party account provider Third Party Account Provider that is a Bank or a Regulated Financial Institution that is authorised in any jurisdiction to Accept Deposits;
h) if the participant a FinTech Lab Participant is providing provides Digital Asset transactions -, the participant it must have arrangements in place to ensure storage of Client funds on a Hot Digital wallet at most equivalent to 10 Bitcoin (further BTC) or 10 30% of all Client funds or assets, whichever is greater.
2. Testing limits
2.1. The AFSA defines conditions for activities of the FinTech Lab Participants by setting standardised tailored limits on size of funds, types of Clients permitted for the purpose of Testing FinTech Activities, which are determined based on the maturity of the applicants and/or FinTech Lab Participants firm, riskiness and type of activities.
2.2. The AFSA does not may impose any limits on the number of Clients, size of funds, types of Clients for Developing FinTech Activities given that they are performed by the firms authorised in foreign jurisdiction/-s. the FinTech Lab Participants admitted under rule 2.2.1.(c).
2.3. The maximum size of funds amount of Client Money/Investment (per Client/Investor) up to which the Client Money/Investment Accounts are permitted to be deposited and/or refilled for the FinTech Lab Participants during the period of testing in the FinTech Lab is reflected in the Table 1:
Table 1:
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Currency |
Retail Clients and Investors: natural persons |
Retail Clients and Investors: Body Corporates |
Professional Clients and Accredited Investors |
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Fiat Currency |
15,000 (fifteen thousand) USD 100,000 (one hundred thousand) USD or equivalent - if Retail Client – natural person, passes the relevant assessment conducted by the FinTech Lab Participants, confirming the knowledge, experience, and qualifications in the relevant field.
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100,000 (one hundred thousand) USD
500,000 (five hundred thousand) USD or equivalent - if Retail Client – Body Corporate, passes the relevant assessment conducted by the FinTech Lab Participants, confirming the knowledge, experience, and qualifications in the relevant field. |
within aggregated limits |
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Guidance
In assessing the knowledge, experience and qualifications of Retail Clients for the purpose of increasing the limits, a FinTech Lab Participant must apply the experience and understanding assessment criteria set out in COB 2.5.3. Accordingly, a Retail Client seeking an increase in such limits must satisfy the criteria applicable to an Assessed Professional Client under the COB, except for the requirement to meet the minimum net asset threshold for reclassification.
2.4. The maximum size of aggregated funds of Clients The aggregated amount of Client Money/Investment that a FinTech Lab Participant is permitted to hold without ensuring compensation arrangement (which can be, for instance, in the form of performance assurance or guarantee) at any given instance during the period of testing in the FinTech Lab for the purpose of Testing the FinTech Lab Activities is determined by AFSA:
a) for Retail Clients and Investors:
(i) 1,000,000 (one million) 200,000 (two hundred thousand) USD or equivalent Fiat Currency; or
(ii) 50 (fifty) BTC or equivalent Digital Asset. [intentionally omitted]
b) for Professional Clients and Accredited Investors:,
(i) 10,000,000 (ten million) 5,000,000 (five million) USD or equivalent Fiat Currency; or
(ii) 1,250 (one thousand and two hundred fifty) BTC or equivalent Digital Asset. [intentionally omitted]
2.5. If a FinTech Lab Participant has an adequate arrangement to compensate its Clients against losses or damages, the AFSA may consider increasing the values of maximum sizes of Retail Clients funds Money/Investment outlined in paragraphs 2.3 and 2.4 above.
2.6. The AFSA must be appointed as the trustee of a performance assurance or guarantee provided by a FinTech Lab Participant. [intentionally omitted]
2.7. The AFSA Committee on Authorisation may, at any time, increase or reduce a testing limits under 2.3. and/or 2.4. for a particular FinTech Lab Participant, or a Person who is an applicant to become a FinTech Lab Participant, if satisfied that it is justified to do so.
2.8. A FinTech Lab Participant may apply to the AFSA Committee on Authorisation for a testing limits applying to it under this 2.3. and/or 2.4. to be increased. Without limiting the grounds on which the participant a FinTech Lab Participant may justify the application, the participant may justify the application on 1 or more of the following grounds:
i. successful performance of the authorised FinTech Lab Activities during a period of 6 (six) months without any incident and with properly execution of the participant’s Testing/Developing plan;
ii. fulfillment of all requirements in relation to systems and controls and all legal and regulatory requirements;
iii. providing adequate arrangement to compensate its Clients against losses or damages in the case of default.
3. Outsourcing core functions
3.1. The AFSA generally permits a FinTech Lab Participant to outsource any of the participant’s functions to a service provider (including a service provider within the participant’s Group). However, the FinTech Lab Participant remains responsible for compliance with the requirements of the Framework Regulations and the Rules.
3.2. If the AFSA has difficulty in obtaining information from the FinTech Lab Participant about an outsourced function, the AFSA may limit the outsourcing of the function.
4. Minimum number of employees
4.1. FinTech Lab Participant shall appoint at least 2 (two) individuals who can carry out the functions of Approved Individuals and Designated Individuals and at the same time ensure that there is no conflict of interests in the carrying out of the functions.
Guidance
One Person may hold the positions of Senior Executive Officer and Finance Officer, and another Person may hold the positions of Compliance Officer and Money Laundering Reporting Officer.
5. Use of corporate bank accounts Segregation of Client Money/Investment
5.1. A FinTech Lab Participant is allowed required to receive and hold Client Money/Investment in corporate bank accounts segregated Client Money/Investment Accounts of a Third-Party Account Provider, which is a Bank or a regulated financial institution which is authorised to accept Deposits or funds, subject to relevant segregation of funds in place., ensuring separation from its own Money/Investment.
AIFC FEES RULES
8. FINTECH LAB FEES
8.1. Application and other fees payable to the AFSA by the FinTech Lab firms
8.1.1. Pre-application fee to the FinTech Lab A Person seeking to Test and/or Develop the FinTech Activities within the FinTech Lab must pay to the AFSA the pre-application fee specified in Schedule 8 prior to commencing any eligibility assessment in accordance with FINTECH 2.4.2. [intentionally omitted]
(…)
SCHEDULE 8: FINTECH LAB FEES
(…)
8.1 Pre-application fee [intentionally omitted]
A Person seeking to Test and/or Develop the FinTech Activities within the FinTech Lab must pay to the AFSA the pre-application fee in the amount of 2 000 USD prior to commencing any eligibility assessment.
AIFC GLOSSARY
2. INTERPRETATION
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FinTech Lab Activities |
Activities specified in GEN 1.4. |
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FinTech Lab Participant |
Means an Authorised Person who was issued a Licence to carry on one or more FinTech Lab Activities within the FinTech Lab. |
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Consultation Paper No. AFSA-PSRD-CSP-2026-0001 from 15 July 2026 on Amendments to the AIFC Asset Management Framework
Please, press "PDF" button above to download a Consultation Paper.
INTRODUCTION
Why are we issuing this Consultation Paper (CP)?
The Astana Financial Services Authority (AFSA) has issued this Consultation Paper to seek suggestions from the market on proposed amendments to the AIFC Asset Management framework. The development of these proposals is based on the AFSA’s supervisory experience and feedback from the Call for Evidence published in February 2026.
Who should read this CP?
The proposals in this paper will be of interest to AIFC asset managers and fund managers; applicants and potential applicants considering establishing asset management activities in the AIFC; fund administrators, custodians, depositaries, and other service providers; legal, compliance, and regulatory advisers; investors and other stakeholders interested in the development of the AIFC asset management sector.
Terminology
Defined terms have the initial letter of the word capitalised, or of each word in a phrase. Definitions are set out in AIFC Glossary. Unless the context otherwise requires, where capitalisation of the initial letter is not used, the expression has its natural meaning.
What are the next steps?
We invite comments from relevant stakeholders on the proposed framework. All comments should be in writing and sent to the email specified below. When sending your comments by email, please use “Consultation Paper AFSA-PSRD-CSP-2026-0001” in the subject line. You may, if relevant, identify the organisation you represent when providing your comments. AFSA reserves the right to publish, including on its website, any comments you provide, unless you expressly request otherwise. Comments supported by reasoning and evidence will be given more weight by AFSA.
The deadline for providing comments on the proposed framework is 15 September 2026. Once we receive your comments, we shall consider if any refinements are required to this proposal.
Following the public consultation, we may proceed with making relevant changes to the AIFC Acts as appropriate to reflect the points raised in the consultation. You should not act on the proposals until the framework is enacted.
AFSA prefers to receive comments by email at consultation@afsa.kz
Structure of this CP
Part I – Background
Part II – Proposals
Chapter 1. Enhancements to Specialist Funds regime
Chapter 2. Introduction of Investment Trusts
Chapter 3. Regulatory treatment of units
Chapter 4. Miscellaneous amendments
Part III – Public Consultation Questions
Part IV – Feedback from Call for Evidence not incorporated into the policy proposals
Annex 1 – Proposed amendments to the AIFC Collective Investment Scheme Rules
Annex 2 – Proposed Consequential amendments to the AIFC Rules
PART I – BACKGROUND
1. Asset and fund management remain a strategic priority for the AIFC and one of its fastest-growing sectors. Over the past few years, assets under management have increased more than twenty-fivefold, from USD 115 million in early 2021 to over USD 6.1 billion by the end of Q1-2025. Similarly, the number of funds registered in the AIFC rose from 6 in 2021 to 196 in 2025, managed by 75 fund and asset managers. Market activity reflects a broad and evolving range of fund types and investment strategies, including private equity and venture capital funds, as well as real estate, fixed income, commodities, digital assets, credit and umbrella structures.
2. This growth has been supported by AFSA’s market-driven approach to regulatory development and close engagement with industry participants. In recent years, AFSA has delivered a number of material enhancements to the asset management regime, including refinements to Specialist Funds regime, the introduction of new Specialist Fund categories, an expanded range of permissible legal vehicles for fund establishment, and clarifying regulatory provisions.
3. As the AIFC continues to develop as an international financial centre, it is important that the asset management framework remains responsive to market needs, supports sustainable growth, addresses emerging risks, and reinforces the AIFC’s competitiveness as a jurisdiction for fund and asset management activities.
4. Against this background, the AFSA proposes targeted amendments to the AIFC Asset Management Framework, specifically to the AIFC Collective Investment Scheme Rules, AIFC General Rules and AIFC Glossary. The areas covered include enhancements to the Specialist Funds regime (Part 2), introduction of Investment Trusts (Part 3), regulatory treatment of units (Part 4) and miscellaneous amendments aimed at addressing practical issues affecting operational arrangements and investor protection (Part 5). Market proposals received during the Call for Evidence, but which were not included in these amendments are also addressed in this Paper (Part 6).
PART II – PROPOSALS
Chapter 1. Enhancements to Specialist Funds regime
Background
1. When the Collective Investment Scheme (CIS) Rules were first introduced in 2017, the concept of a Specialist Fund was framed in deliberately broad and flexible terms. CIS Rule 2.4 provided that any Fund, whether Exempt or Non-Exempt, could be designated as a Specialist Fund, with only two categories expressly contemplated at the time: Islamic Investment Funds, and any other fund type complying with specific rules or guidance that AFSA might publish in the future. This approach was intended to allow the CIS framework to accommodate innovation and evolving market practices without frequent structural amendments.
2. The Specialist Funds regime began to take more concrete shape in June 2019, when AFSA introduced the first set of explicitly defined Specialist Fund categories: Private Equity Funds, Venture Capital Funds, and Real Estate Investment Trusts (REITs). These additions marked a shift from a purely enabling framework toward a more structured taxonomy, with tailored requirements reflecting the distinct risk profiles and operational characteristics of these fund types.
3. A further expansion occurred throughout 2023 and 2024, during which AFSA introduced a number of additional Specialist Fund categories. In 2023, Umbrella Fund, Fund of Funds and Master Feeder structure were added, reflecting more complex multi-layered fund structures increasingly used by asset managers. This was followed by the introduction of ESG Funds, recognising the growing importance of sustainability-focused investment strategies. In 2024, the Specialist Funds framework was further extended to include Single Family Office Funds (SFOFs) and Corporate Treasury Centre Funds. Most recently, AFSA introduced a further group of Specialist Funds aimed at more sophisticated activities, including Credit Funds, Digital Asset Funds, Investment Token Funds, Exchange-Traded Funds (ETFs), and Money Market Funds.
4. As a result of these phased reforms, the Specialist Funds regime has evolved from a high-level enabling concept into a detailed and multi-layered regulatory structure covering a wide range of fund strategies, structures, and investor bases. This part provides policy proposals on practical issues identified through supervisory engagement and comments received as a result of Call for Evidence.
Multi-strategy funds and classification within the Specialist Funds regime
Policy issue
5. The CIS Rules currently do not restrict standalone Funds from pursuing multiple or mixed investment strategies within a single vehicle. While this enables flexibility in portfolio construction, initial supervisory observations and feedback from certain market participants indicated that such structures may give rise to practical challenges in classification and oversight.
6. Existing Specialist Fund categories are generally defined by reference to key investment characteristics, such as investment in unlisted businesses, Credit Facilities, or Digital Assets. However, in practice there are Funds whose investment strategies do not align clearly with any single defined category, as they pursue multiple unrelated or heterogeneous strategies that fall across different Specialist Fund types.
7. This issue is particularly relevant for Funds whose defining characteristics relate to investment style rather than a specific asset class. For example, some Funds pursue absolute return strategies, use investment techniques such as short selling, derivatives or leverage, or adopt opportunistic and flexible mandates across different markets. While such Funds are commonly described by market participants as “hedge funds”, the existing AIFC framework does not contain a dedicated regulatory category reflecting these characteristics.
8. AFSA’s supervisory experience indicates that a significant proportion of authorised Funds pursue flexible, broad-mandate or alternative investment strategies. Based on current market data, approximately 46% of authorised Funds are informally referred to by market participants as “hedge funds”. This reflects the prevalence of such investment approaches in the AIFC market, while also highlighting the need for greater regulatory clarity regarding their classification.
9. Similar classification considerations arise where Funds combine materially different investment strategies, asset classes, liquidity profiles or risk characteristics within a single structure, or where Shariah principles are applied alongside other investment strategies and fund structures.
10. Accordingly, AFSA considers that additional clarity may be beneficial regarding the application of Specialist Fund classifications, while preserving flexibility for Funds to adopt different investment strategies.
11. Feedback received during the Call for Evidence supported retaining flexibility for multi-strategy Funds, noting that such structures are common in international practice and that investor protection is more appropriately achieved through disclosure and appropriate governance than through prescriptive restrictions. At the same time, respondents highlighted the need for greater regulatory clarity where Funds combine different investment strategies or asset classes, particularly where differences in valuation, liquidity or redemption arrangements may affect classification.
12. Accordingly, AFSA considers that additional clarity would be beneficial regarding the application of Specialist Fund classifications, while preserving flexibility for Funds to pursue different investment strategies.
Policy proposal
13. AFSA proposes to introduce a dedicated hedge fund category within the Specialist Funds regime and provide targeted clarification on the application of Specialist Fund classifications.
14. The proposed Hedge Fund category is intended to provide regulatory recognition for Funds whose defining characteristics relate primarily to investment strategy and techniques rather than a specific asset class or portfolio allocation. The proposed definition is therefore based on characteristics such as a broad or flexible investment mandate, pursuit of absolute returns, and the use of investment techniques including short selling, derivatives, leverage, distressed debt strategies and investment in high-yield debt securities.
15. This approach is consistent with international regulatory practice, including the current DIFC Collective Investment Rules, which recognise Hedge Funds as a Specialist Fund category based on investment characteristics rather than a particular asset class. The proposed AIFC framework does not seek to restrict multi-strategy investing or prescribe a particular investment model, but instead provides greater clarity for Funds whose investment approach is not adequately captured by existing Specialist Fund categories.
16. The proposed framework remains principles-based and proportionate to the current stage of development of the AIFC asset management market. Hedge funds will continue to be subject to the general regulatory requirements applicable to all Funds and Fund Managers, including requirements relating to governance, custody, valuation, risk management, and outsourcing.
17. The framework is supplemented by targeted disclosure and reporting expectations to support effective supervision and investor understanding. In particular, Offering Materials will be required to clearly disclose the principal risks associated with hedge fund strategies and the Fund’s investment approach. Additional reporting expectations will apply where relevant, including reporting by the Eligible Custodian.
18. To address uncertainty regarding the applicability of Specialist Fund classifications, AFSA further proposes to clarify that a Fund may fall within one or more Specialist Fund categories where the relevant criteria are satisfied, unless the relevant definition expressly provides otherwise. For example, a Fund may qualify simultaneously as an Islamic Hedge Fund or an Islamic Private Equity Fund where the applicable requirements are met. Certain categories will remain mutually exclusive where this follows from their definitions, such as Private Equity Funds and Venture Capital Funds. The clarification will also apply for regulatory purposes where relevant, including in relation to the marketing of Foreign Funds and the assessment of Domestic Funds investing into such structures. These proposed provisions would operate alongside existing provisions under CIS 2.4(c) which provide that a Fund that does not meet the applicable requirements of a Specialist Fund category may not describe itself as such.
See the proposed amendments to rule 2.4 and the new draft rules 2.4.18, 5.6.9, 10.5(h) of the CIS Rules, in Annex 1.
Technical reorganisation of rules on specialist funds
19. In addition to the substantive amendments described above, AFSA proposes to reorganise the Specialist Funds provisions in the CIS Rules to improve clarity, consistency, and ease of application.
20. The current structure of CIS 2.4 and 2.4-1 contains multiple layers of provisions and cross-references, which may make the Specialist Funds classification framework difficult to navigate. Under the proposed approach, the general classification principles will be consolidated into a standalone provision, while individual Specialist Fund categories will be presented under separate provisions. AFSA also proposes to consolidate class-specific requirements currently dispersed across the CIS Rules into a dedicated Chapter 11 titled “Additional Rules Applicable to Specialist Funds”. This is intended to create a clearer and more coherent structure for requirements applicable to specific Specialist Fund categories.
21. The proposed reorganisation is intended to improve regulatory usability and does not change the substantive requirements applicable to Specialist Funds, except where expressly addressed in this consultation paper.
See the proposed amendments to rule 2.4, the new draft rules 2.4.1-2.4.18 and new Chapter 11 of the CIS Rules, in Annex 1.
Private Equity Funds: closed-ended requirement
Policy issue
22. The CIS Rules currently require Private Equity Funds to operate as closed-ended funds unless otherwise approved by AFSA. This reflects the traditional characteristics of private equity investing, including investment in illiquid assets over a medium to long-term investment horizon.
23. Supervisory experience and feedback received through the Call for Evidence indicate that this requirement may not accommodate the range of private equity strategies and fund structures used in practice. Fund Managers frequently seek waivers from the closed-ended requirement, particularly for evergreen or hybrid structures, while respondents noted that liquidity may also be managed through contractual mechanisms such as lock-up periods, redemption gates, or limited redemption windows. Internationally, jurisdictions such as the DIFC do not prescribe a mandatory closed-ended structure for private equity funds, instead relying on appropriate liquidity management arrangements and disclosure.
24. AFSA considers that the current closed-ended requirement operates primarily as a proxy for the illiquid nature of private equity investments rather than the Fund's investment strategy. As market practice evolves, liquidity is increasingly managed through contractual mechanisms and fund design rather than a prescribed legal structure. Accordingly, AFSA considers that a mandatory closed-ended requirement is no longer necessary to achieve the underlying regulatory objective.
Policy proposal
25. AFSA proposes to remove the requirement for Private Equity Funds to operate as closed-ended Funds in line with the DIFC approach. Instead, Private Equity Funds would continue to be classified by reference to their investment strategy rather than their legal or liquidity structure. This approach recognises the increasing diversity of private equity fund structures, including evergreen and hybrid models, while preserving flexibility for Fund Managers to determine liquidity arrangements appropriate to the Fund's investment strategy, underlying assets and investor base.
26. Investor protection would continue to be supported through the existing regulatory framework, including the general obligations applicable to Fund Managers and AFSA's supervisory oversight, rather than through a prescribed fund structure.
27. Overall, this principles-based approach enhances market flexibility and supports innovation in fund structuring, while placing greater emphasis on Fund Managers' responsibility to ensure that liquidity arrangements are appropriate to the Fund's investment strategy and are subject to effective supervisory oversight.
See the new draft rule 2.4.3 of the CIS Rules, in Annex 1.
Exchange-traded Funds (ETF): Authorised Participant and market maker
Policy issue
28. Under CIS Rule 2.4-1(j)(iii), each ETF must have at least one market maker (Authorised Participant) responsible for the creation and redemption of Units and for supporting secondary market liquidity. The current drafting does not clearly distinguish the respective functions of an Authorised Participant and a Market Maker. This has resulted in interpretative uncertainty as to whether these roles are intended to be distinct, whether they may be performed by the same entity, and how they are expected to operate in practice within the ETF structure.
29. Feedback received during the Call for Evidence highlighted that the interaction between the CIS Rules and the Glossary definitions may create uncertainty, as certain provisions appear to distinguish between Authorised Participants and market makers, while in practice the same entity commonly performs both functions. Stakeholders supported clarifying the regulatory treatment of these roles while preserving flexibility consistent with international ETF market practice.
Policy proposal
30. AFSA considers that the existing CIS framework already provides sufficient flexibility and clarity regarding ETF market structure arrangements, including the roles of Authorised Participants and market makers. Accordingly, no amendments to CIS Rule 2.4-1(j)(iii) are proposed. Instead, AFSA proposes to introduce Guidance to CIS Rule 2.4-1(j)(iii) clarifying the functional distinction between these roles and their operational interaction within ETF structures.
31. 2.4.13. The Guidance confirms that, for ETF structures, the Authorised Participant and market maker perform distinct but complementary functions: the Authorised Participant primarily facilitates primary market creation and redemption of Units directly with the Fund Manager through creation and redemption baskets, while the market maker provides continuous secondary market liquidity by quoting bid and offer prices on the relevant exchange. These roles may be performed by the same entity or by separate entities, provided that the ETF’s arrangements ensure the effective functioning of both primary and secondary markets and are appropriately disclosed in the Fund’s Offering Materials (see CIS 5.6.7).
32. 2.4.14. This approach preserves flexibility within the CIS framework, avoids unnecessary prescriptive differentiation between market functions, and aligns with international regulatory practice, while ensuring that supervisory expectations are clearly articulated through guidance rather than binding rule amendments.
See the proposed guidance to rule 2.4-1(j)(iii) (new rule 2.4.14) of the CIS Rules, in Annex 1.
Umbrella Funds: strategy coherence and number of sub-funds
Policy issue
33. AFSA has identified two related regulatory considerations in relation to Umbrella Funds: (a) the management of complexity where Sub-Funds within a single legal entity pursue materially different investment strategies; and (b) the operational, governance and supervisory challenges associated with establishing multiple Sub-Funds within a single legal entity.
34. Where Umbrella Funds are established as Investment Companies or Limited Partnerships, multiple Sub-Funds form part of the same legal entity and do not have separate legal personality or statutory segregation of assets and liabilities between Sub-Funds. Accordingly, investor protection relies on appropriate operational segregation, valuation processes, governance arrangements and risk management frameworks rather than legal separation of assets and liabilities between Sub-Funds.
35. In this context, where Sub-Funds pursue materially different strategies, asset classes or liquidity profiles, or where a large number of Sub-Funds are established within a single legal entity, the complexity of these arrangements may increase. This requires Fund Managers and Administrators to maintain appropriate systems and controls to ensure effective oversight, consistent valuation, accurate NAV calculation, appropriate liquidity management and effective risk management across the Umbrella Fund structure.
36. Supervisory experience indicates that, while umbrella structures provide flexibility and operational efficiencies, the absence of legal separation between Sub-Funds requires Fund Managers to maintain arrangements proportionate to the scale and complexity of the structure. To support consistent supervisory assessment, AFSA has applied a practical benchmark of up to 10 Sub-Funds per Umbrella Fund.
37. Feedback received through the Call for Evidence supported maintaining flexibility for Umbrella Funds and noted that differentiated investment strategies across Sub-Funds are common in international practice. Stakeholders considered that strategy alignment should not be mandated and that investor protection is better supported through appropriate disclosure of each Sub-Fund’s investment strategy, risk profile, liquidity arrangements and valuation approach.
38. Stakeholders expressed mixed views regarding limitations on the number of Sub-Funds. While some respondents considered that fixed numerical restrictions could constrain product development and may not accurately reflect risk, others acknowledged that, in the absence of legal segregation between Sub-Funds, a practical supervisory approach to the scale of Umbrella Funds may assist in managing operational, valuation and governance complexity.
Policy proposal
39. Benchmark analysis indicates that collective investment scheme frameworks across jurisdictions such as the UK, the EU, DIFC, ADGM and QFC do not mandate uniformity of investment strategies across sub-funds of umbrella funds. On the contrary, the use of differentiated investment strategies is an inherent feature of umbrella structures, enabling product flexibility and investor choice. Similarly, these frameworks do not prescribe fixed numerical limits on the number of sub-funds at the legislative level, instead relying on supervisory assessment of operational capacity and risk. Consistent with international practice, AFSA does not propose to mandate strict strategy coherence across sub-funds or impose a rigid statutory cap on the number of sub-funds. Instead, these factors will be considered as part of a broader assessment of whether an umbrella structure can be effectively managed and supervised within a single legal entity.
40. In this context, AFSA proposes to adopt a principles-based framework for Umbrella Funds that addresses, in an integrated manner, (i) the diversity of investment strategies, and (ii) the number of Sub-Funds. This approach reflects the absence of legal segregation between Sub-Funds in the current AIFC framework and places emphasis on the adequacy of governance, valuation, operational and risk management arrangements as the primary safeguards for investor protection and effective supervision.
41. Under the proposed approach, a new requirement in Chapter 7 (Rules regarding the management and operation of Funds) of the CIS Rules will be introduced. The proposed rule 7.5-1 will require Fund Managers of Umbrella Funds that are not constituted as Protected Cell Companies to ensure that the Fund is structured and operated in a manner that enables the effective management of both (a) the number of Sub-Funds and (b) the nature and diversity of their investment strategies, having regard to the adequacy of governance, valuation, operational and risk management arrangements. Fund Managers must also ensure that these arrangements remain appropriate to the scale, complexity and risk profile of the Umbrella Fund.
42. In addition, AFSA proposes to clarify its powers at the Fund registration stage by amending rule 4.5 (Granting registration) to provide that the AFSA may grant an application for registration of a Fund either without conditions, restrictions or requirements, or with such conditions, restrictions or requirements as it considers appropriate. This amendment reflects and makes explicit AFSA’s existing supervisory discretion at the point of authorisation, including the ability to impose structural conditions such as limiting the number of sub-funds, where necessary to ensure that the proposed structure can be effectively supervised and operated within the CIS framework.
See the proposed amendments to rule 4.5, new rule 11.4(b) and related Guidance of the CIS Rules, in Annex 1.
Fund of Funds
Policy Issue
43. The current CIS framework imposes a number of prescriptive structural restrictions on Fund of Funds. In particular, CIS 2.4-1(b) prohibits investment in a wide range of underlying fund types, including other Fund of Funds, Feeder Funds, Sub-Funds of Umbrella Funds and other collective investment structures, and further imposes a 25% limit on exposure to any single underlying fund. These provisions were originally designed to address concerns relating to structural complexity, excessive layering, and concentration risk.
44. Supervisory experience, including consideration of waiver applications, indicates that some of these restrictions may unnecessarily limit legitimate investment structures, particularly where Fund of Funds invest in foreign umbrella fund structures or other internationally recognised collective investment arrangements.
45. Feedback received through the Call for Evidence similarly supported greater flexibility, noting that investment decisions are more appropriately governed through the Fund's investment policy, governance arrangements and risk management framework than through prescriptive restrictions on the types of underlying funds. At the same time, respondents recognised the need for appropriate safeguards to address risks associated with excessive layering, concentration and transparency.
46. AFSA also notes that the current CIS framework contains both a general principles-based provision in CIS 6.6 permitting investment in other collective investment schemes, subject to the Fund's investment policy, and a separate set of prescriptive restrictions applicable specifically to Fund of Funds under CIS 2.4. This may create unnecessary complexity and interpretative uncertainty. In light of supervisory experience, market feedback and international practice, AFSA considers that a more coherent principles-based framework, supported by appropriate due diligence and disclosure requirements, can achieve the same investor protection outcomes while providing greater flexibility for portfolio construction.
Policy Proposal
47. AFSA proposes to recalibrate the Fund of Funds framework by shifting from a prescriptive prohibition-based model to a principles-based regime centred on Fund Manager responsibility and disclosure, broadly consistent with the approaches adopted in the ADGM and QFC. The proposed amendments would simplify the definition of a Fund of Funds in CIS 2.4-1(b) and consolidate investment-related safeguards within CIS 6.6, which sets out general requirements applicable to investments in other collective investment schemes.
48. CIS 2.4-1(b) would be amended to introduce a broader, strategy-based definition of a Fund of Funds (rule 2.4.7 under the new draft). A Fund would be classified as a Fund of Funds where it primarily invests in two or more other Funds or Sub-Funds of Umbrella Funds. This replaces the current approach based on a list of structural prohibitions and ensures that classification is driven by investment strategy rather than the legal form or type of underlying collective investment scheme.
49. The current 25% concentration limit would be removed from CIS 2.4-1(b) and reintroduced within CIS 6.6 as a general requirement applicable to all Funds investing in other collective investment schemes. This ensures consistent application across fund categories while allowing greater flexibility at the product structuring level, while still maintaining a baseline safeguard against excessive exposure to a single underlying fund.
50. CIS 6.6 would be further strengthened to introduce a due diligence obligation on Fund Managers prior to investing in another Fund. This would require Fund Managers to take reasonable steps to assess that the target Fund is subject to appropriate independent audit standards, applies adequate valuation and pricing practices, and (where applicable) provides appropriate redemption mechanisms for investors. This approach is aligned with principles-based frameworks such as those adopted in the ADGM and QFC, which rely on Fund Manager assessment and disclosure rather than prescriptive prohibitions on underlying fund types.
51. Overall, the proposed amendments are intended to provide greater flexibility for Fund Managers while maintaining appropriate investor protection through due diligence, governance and supervisory oversight, rather than prescriptive restrictions on fund structures.
See the new rule 2.4.7 and proposed amendments to rule 6.6 of the CIS Rules, in Annex 1.
Single Family Office Funds (SFOFs)
Policy Issue
52. The CIS Rules provide a simplified regulatory framework for Single Family Office Funds (SFOFs), reflecting their private nature and the absence of third-party investors. SFOFs are intended to facilitate the management of assets for a single family through a proportionate regulatory regime.
53. Supervisory experience and feedback received through the Call for Evidence indicate that certain aspects of the framework would benefit from further clarification. In particular, stakeholders sought greater clarity regarding the distinction between the simplified SFOF regime and the standard CIS regime, including the scope of activities permitted under an SFOF-specific licence and the treatment of single-family arrangements that elect to operate as Collective Investment Schemes. Respondents also suggested that certain requirements applicable to SFOFs could be better aligned with the limited investor base and lower investor protection risks associated with these structures.
Policy proposal
54. AFSA proposes to clarify and streamline the regulatory treatment of SFOFs by introducing a dedicated definition of an SFOF in the CIS Rules and aligning the CIS Rules and General Rules to ensure the consistent application of the regulatory framework.
55. The proposed amendments clarify that the simplified SFOF regime is intended for Funds established exclusively for Family Clients and managed by an authorised Single Family Office. They also clarify the regulatory treatment of single-family arrangements that elect to be treated as Collective Investment Schemes and the interaction between the CIS Rules and the exclusion in GEN 1.1.17.
56. AFSA also proposes to consolidate the specialist requirements applicable to SFOFs within Chapter 11 of the CIS Rules, including requirements relating to the Fund Constitution and restrictions on the activities of a Single Family Office acting as Fund Manager of an SFOF. This will improve the structure and accessibility of the framework without materially changing the underlying policy settings.
See proposed amendments to rule 3.17 and new rules 2.4.16 and 11.6 of the CIS Rules in Annex 1, and proposed amendments to rule 1.1.17 of the General Rules in Annex 2.
Chapter 2. Introduction of Investment Trusts
Policy issue
57. The AIFC Collective Investment Scheme (CIS) regime is principles-based and designed to accommodate a wide range of fund structures and investment arrangements. The definition of a Collective Investment Scheme under the AIFC Financial Services Framework Regulations is deliberately broad and captures different legal forms and arrangements, provided they operate as pooled investment vehicles for the benefit of investors.
58. While the CIS framework is generally flexible as to legal form, it does not expressly address investment trusts as a distinct category of Collective Investment Scheme. Although the AIFC General Rules include the Regulated Activity of “Acting as the Trustee of a Fund”, defined as holding the assets of a Fund on trust for the Unitholders where the Fund is structured as an Investment Trust, the CIS Rules do not further articulate the establishment, governance, or operational requirements applicable to such structures.
59. As a result, the role of investment trusts within the CIS regime is not expressly developed, particularly in relation to their use as standalone collective investment vehicles. This creates limited regulatory articulation around how trust-based fund structures are intended to operate within the broader CIS framework.
60. During the Call for Evidence, stakeholders highlighted that Investment Trusts are used in a number of international jurisdictions as an alternative form of Collective Investment Scheme, particularly where fiduciary oversight, asset segregation, and long-term investment objectives are important considerations. Respondents identified potential applications including real estate investment structures, evergreen investment vehicles, ESG-focused strategies, and family wealth preservation arrangements. At the same time, concerns were raised that the absence of explicit recognition of investment trusts within the CIS Rules may reduce legal and regulatory certainty regarding their classification, governance requirements, and practical implementation within the AIFC framework.
61. International practice demonstrates that trust-based Fund structures can operate alongside corporate and partnership structures within a regulated CIS framework. For example, the DIFC recognises Investment Trusts through a dedicated legal framework, while the ADGM and QFC permit trust-based Fund structures within their broader regulatory frameworks. Similarly, the UK and certain EU jurisdictions recognise trust-based collective investment vehicles, such as unit trusts.
62. These approaches indicate that Investment Trusts may provide an additional structuring option for investors and Fund Managers where a fiduciary ownership model, separation of Fund assets, or long-term investment strategy is preferred.
63. AFSA therefore considers that the absence of a clearly articulated Investment Trust framework within the AIFC CIS regime may limit the range of available Fund structures and reduce legal certainty for market participants considering trust-based arrangements.
Policy proposal
64. In this light and the original policy intent to maintain a principles-based and flexible CIS framework, it is proposed to establish a dedicated framework for Investment Trusts as a distinct form of Collective Investment Scheme under the CIS Rules to enhance legal certainty and regulatory clarity for market participants seeking to utilise trust-based fund structures within the AIFC. The key features of the proposed Investment Trusts regime are provided below.
Definition and permitted fund types
65. The framework should formally recognise Investment Trusts as a permissible legal form of collective investment scheme. This would provide legal certainty and enable market participants to structure funds using a trust-based model within a clear regulatory perimeter. Investment Trusts should be defined as express trusts established for the sole purpose of constituting a collective investment scheme. This definition is intended to distinguish Investment Trusts from trusts established under the AIFC Trust Regulations and ensure their exclusive use as regulated pooled investment vehicles.
66. Investment Trusts should be available as a structuring option for selected fund types, including Real Estate Investment Trusts (REITs), Single Family Office Funds, and Umbrella Funds, reflecting their suitability for fiduciary pooled investment structures.
Creation and registration
67. Investment Trusts should be created through a Trust Deed entered into between the Fund Manager (or Foreign Fund Manager) and the Trustee. The structure should be subject to mandatory registration with the AFSA on a joint application by both the Fund Manager and the Trustee, ensuring regulatory visibility and oversight from inception. From practical perspective, the register of Investment Trusts will not be publicly available for the sake of confidentiality and private nature of such arrangements.
Effect of the Trust Deed and content requirements
68. The Trust Deed should be binding on all Unitholders, who are treated as having rights and obligations under it as if they were direct parties. Amendments should be permitted in a controlled manner, requiring Unitholder approval for material changes, while allowing the Fund Manager and Trustee jointly to implement non-material amendments in accordance with prescribed procedures.
69. Investment Trusts should be required to include minimum mandatory provisions in their Trust Deed. These should cover investor rights, valuation and pricing methodology, governance arrangements, operational mechanics (including subscriptions and redemptions), and other core structural features necessary to ensure transparency and consistency.
Disclosure requirements
70. Offering Materials for Investment Trusts should clearly describe the fiduciary structure, including the respective roles of the Trustee and Fund Manager, and the key risks arising from the structure. Disclosure should ensure that investors have a coherent understanding of governance arrangements, investment mandate, and operational framework.
Unitholder rights and liability
71. The framework should clarify Unitholder rights within an Investment Trust structure, including beneficial ownership rights, rights to information, and enforcement mechanisms against the Trustee or other relevant parties. Appropriate remedies should be available in cases of breach, ensuring that investor protections are clearly defined and enforceable.
72. The liability of Unitholders should be strictly limited to any unpaid amount on their Units. The framework should expressly confirm that Unitholders cannot be held liable for the debts, obligations, or acts or omissions of the Trustee or Fund Manager beyond such unpaid amounts, thereby reinforcing legal certainty and investor protection.
Trustee role and regulatory status
73. The framework should clearly define the role and regulatory position of the Trustee, reflecting its function as legal owner of the Fund Property held on behalf of Unitholders. The Trustee’s position should be grounded in fiduciary principles, with appropriate authorisation or eligibility requirements and clear accountability within the fund structure.
74. A person should only be eligible to act as Trustee if they are either authorised by the AFSA to act as Trustee of an Investment Trust or authorised by a regulator in a Recognised Jurisdiction to provide equivalent services. The Trustee must also be independent from the Fund Manager to preserve the integrity of fiduciary oversight.
75. The Trustee should be removable through clearly defined mechanisms, including removal by the Fund Manager with AFSA approval, by Unitholders via special resolution, or by court order on application by the AFSA or Fund Manager in cases of breach or regulatory non-compliance.
Duties and functions of the Trustee
76. The Trustee should be subject to core fiduciary duties, including acting honestly, with reasonable care and diligence, and prioritising the interests of Unitholders in the event of conflict. The Trustee should be prohibited from misusing information or position for personal gain or to the detriment of Unitholders, and must ensure that its officers, employees and agents comply with these obligations.
77. The Trustee’s core functions should include holding Fund Property on trust for Unitholders, overseeing the Fund Manager, maintaining the register of Unitholders, and ensuring appropriate reporting of breaches to the AFSA and disclosure to auditors. While certain operational functions may be delegated to appropriately licensed service providers, ultimate responsibility and liability should remain with the Trustee.
Governance and delegation
78. The framework should establish a clear allocation of responsibilities between the Trustee and the Fund Manager, where both are appointed. This distinction should separate investment management functions from fiduciary oversight functions, ensuring effective supervision without duplication or ambiguity.
79. Delegation by the Trustee or Fund Manager should be permitted only where appropriately controlled. This should include due diligence on delegates, regulatory oversight of service providers, and clear contractual arrangements ensuring that ultimate accountability remains with the delegating party, particularly in respect of fiduciary obligations.
See proposed amendments to 6.2, 7.1, 7.2, 7.3, 7.6, 7.9, 7.10, 7.11, 7.12, 7.17, 8.1, 8.4, 9.2, 9.3, 10.4, Guidance to rule 11.5, Schedule 1, and new rules 6.1-1, 7.3-1, 7.3-2, 7.3-3, 7.10-1, Schedule 2-2, of the CIS Rules, in Annex 1, and proposed amendments to the Glossary, in Annex 2.
Chapter 3. Regulatory treatment of units
Policy issue
80. Article 6(7) of the Constitutional Statute provides tax exemptions for income derived from the capital gains and dividends from the sale of “shares” or “participation interests” in the capital of AIFC Participants that are legal persons registered under the Acting Law of the AIFC.
81. During the Call for Evidence, market participants sought clarification regarding the legal character of units issued by Funds constituted as Investment Companies, particularly whether such units qualify as "shares" for the purposes of the AIFC legislative framework and the application of the relevant tax exemptions. Some respondents also proposed aligning the treatment of Units and Shares across the framework by removing the exclusion of Units from the definition of "Share" in the AIFC Glossary and introducing a concept of "Participating Shares".
82. These questions arise because units are treated differently across the AIFC legislative framework. Within the financial services framework, units are defined as a unit in or a share representing the rights or interests of a unitholder in a Fund and are explicitly excluded from the definition of “Share.” The term “Security” includes units only for the purposes of Article 6 of the Constitutional Statute, reflecting that this inclusion is intended solely for tax interpretation.
83. By contrast, within legal entities framework, units are accommodated within the broad definition of “Security” in the Companies Regulations. “Shares” are broadly defined as shares in the share capital of a Company of any class. Within the Companies Rules, units issued by Umbrella Funds are treated functionally as equivalent to Shares of a Sub-Fund, and unitholders as equivalent to Shareholders.
AFSA’s assessment
84. AFSA considers that further clarification of the regulatory treatment of Units would support greater legal certainty and promote consistent understanding among market participants.
85. An Investment Company is both a company incorporated under the Companies Regulations and a Collective Investment Scheme regulated under the CIS Rules. Accordingly, it operates under a dual regulatory framework. The Companies Regulations govern its legal form and corporate governance, while the CIS Rules regulate the operational aspects of the Fund, including the issue, redemption, transfer and valuation of Units and investor protection.
86. Investors in an Investment Company therefore hold shares in the company from a corporate law perspective, but those shares operate as Units for the purposes of the collective investment framework. The rights attached to those Units are designed to reflect the economic characteristics of collective investment, including subscriptions, redemptions and participation in Fund assets, rather than conventional shareholder governance rights.
87. AFSA considers that the exclusion of Units from the definition of "Share" in the AIFC Glossary is a deliberate feature of the financial services framework. It enables Units to be regulated under the bespoke collective investment regime without automatically attracting provisions elsewhere in the financial services framework that are intended to apply to conventional corporate shares.
88. This exclusion does not alter the corporate law character of Units issued by an Investment Company. Rather, it reflects the distinction between the financial services regime governing Funds and the corporate law regime governing companies. AFSA notes that a similar distinction is adopted in a number of comparable jurisdictions.
89. Having considered the feedback received during the Call for Evidence, AFSA is of the view that removing the exclusion of Units from the definition of “Share” and introducing a concept of “Participating Shares” may create unnecessary interpretative uncertainty and unintended regulatory consequences. In particular, it may result in provisions intended for conventional corporate shares being applied to collective investment interests in circumstances where such application may not be appropriate.
Policy proposal
90. In light of the above, AFSA does not propose to amend the current definitions and introduce the concept of “Participating Shares”. However, to enhance clarity and support consistent understanding by market participants, AFSA, similar to QFC’s approach[1], will consider refining the definition of “Unit” in the AIFC Glossary to clarify that a unit represents the rights or interests (however described) of a unitholder in a Fund, and that the nature of those rights or interests depends on the legal form of the Fund. In the case of an Investment Company, units constitute shares in the Company, while in Limited Partnerships, they represent participation interests.
See proposed amendments to the definition of “Unit” in the AIFC Glossary, in Annex 2.
Chapter 4. Miscellaneous amendments
Audit and periodic reporting requirements
Policy issue
91. Under the current CIS Rules, the requirement to appoint an external auditor and to produce audited annual financial statements applies only to Non-Exempt Funds and Real Estate Investment Trusts (REITs), as set out in Rule 10.4. These Funds are subject to detailed obligations relating to auditor appointment, independence, audit standards (IAASB), and ongoing cooperation with the auditor.
92. Other categories of Funds, including Exempt Funds and certain Specialist Funds, are not subject to an express mandatory audit requirement under the CIS Rules. In such cases, financial reporting obligations are primarily addressed through periodic reporting requirements under Rule 10.5 and through the general obligation to ensure that financial information is clear, complete, and not misleading.
93. This results in different levels of independent financial assurance across Fund types. While investors in Non-Exempt Funds and REITs benefit from external audit assurance, investors in other Fund categories may rely primarily on internal controls, governance arrangements, and financial reporting processes.
94. AFSA considers that a consistent minimum standard of independent financial assurance across Domestic Funds would enhance transparency, strengthen investor protection, and improve confidence in Fund financial reporting, particularly in relation to valuation, expenses, and financial statement accuracy.
95. AFSA also notes that certain Fund structures may already be subject to audit requirements under the AIFC Companies Regulations or Limited Liability Partnership Regulations where applicable thresholds are met. However, these entity-level requirements do not provide a consistent audit framework across all Fund structures regulated under the CIS Rules.
96. In addition, CIS Rule 10.5 requires Non-Exempt Funds to produce interim reports; however, the term “interim” is not defined. This creates uncertainty as to the intended reporting frequency (for example, whether reports should be prepared on a quarterly, semi-annual, or other basis), resulting in potential inconsistency in market practice and supervisory interpretation. Supervisory experience indicates that clarification of reporting frequency would support greater consistency and predictability for both Fund Managers and investors.
Policy proposal
97. AFSA proposes to extend the existing CIS audit requirement to all Domestic Funds, requiring each Fund to appoint an external auditor and prepare audited annual financial statements regardless of its classification. This would establish a consistent baseline standard of independent verification across all Fund structures, strengthen investor protection through third-party assurance of financial reporting and valuation integrity, and enhance transparency and comparability within the Domestic Funds regime.
98. The proposed approach would establish a consistent baseline standard of independent assurance across the Domestic Funds regime and align the AIFC framework with international practice. Comparable fund regimes, including those of the ADGM, DIFC, and QFC, generally apply annual audit requirements across regulated collective investment schemes as a core investor protection measure.
99. AFSA also proposes to clarify the frequency of interim reporting by replacing the term “interim reports” in Rule 10.5 with “semi-annual reports”. This amendment would establish a six-month reporting cycle, remove interpretative uncertainty, and promote consistent application across the market. This approach is consistent with international practice, including the DIFC framework where interim reporting requirements are based on a six-month reporting period.
100. In addition, minor technical amendments were also made to rule 10.5 (g) to clarify the reporting requirements applicable to Umbrella Funds, in particular to ensure that the annual report of an Umbrella Fund expressly provides both Sub-Fund level financial statements and an aggregated set of financial statements across all Sub-Funds, thereby confirming that Sub-Fund reporting remains the primary basis of financial disclosure while ensuring overall financial information is presented on a consolidated basis for completeness and comparability.
See proposed amendments to rules 10.1, 10.4 and 10.5 of the CIS Rules, in Annex 1.
Constitution and Offering Materials
101. Under the current CIS framework, Fund Managers are required to prepare both a Fund Constitution and Offering Materials. While these documents serve different purposes with the Constitution establishing the legal framework of the Fund and the rights and obligations of Unitholders, and Offering Materials providing investment disclosure, there may be overlap in the information required to be included in each document.
102. This issue is particularly relevant for Exempt Funds. Under the current framework, detailed and prescriptive content requirements apply to Offering Materials for all Fund types, while mandatory content requirements for the Fund Constitution under Schedule 1 apply only to Non-Exempt Funds.
103. As a result, certain key Fund terms for Exempt Funds may be primarily reflected in Offering Materials rather than in the Constitution, despite the Constitution being the legally binding document governing the Fund structure and investor rights. AFSA considers that this allocation does not fully reflect the distinct legal and disclosure roles of these documents and may contribute to duplication, increased administrative burden, and reduced clarity in the overall documentation framework.
104. During the Call for Evidence, stakeholders, mainly Fund Managers of Exempt Funds, highlighted that the current framework may increase administrative complexity and compliance costs by requiring similar information to be prepared across multiple documents. Stakeholders also noted that prescriptive Offering Materials requirements may not always be proportionate for Exempt Funds, which are offered only to Professional Clients. Given the nature and sophistication of these investors, respondents suggested that a more principles-based disclosure approach may be appropriate. Some stakeholders proposed consolidating the Constitution and Offering Materials into a single document. Others supported retaining the existing two-document structure, provided that the regulatory requirements better reflect the different purposes of each document.
105. AFSA has also considered approaches adopted in comparable jurisdictions. In jurisdictions such as the DIFC and ADGM, mandatory requirements are generally focused on ensuring that the Fund Constitution contains key structural and governance provisions, while disclosure requirements for professional investor funds are typically applied on a more principles-based basis.
Policy Proposal
106. Having considered stakeholder feedback and international practice, AFSA proposes to retain the existing requirement for Funds to prepare both a Fund Constitution and Offering Materials. AFSA considers that these documents serve distinct purposes and that the regulatory framework should better reflect their respective legal and disclosure functions.
Fund Constitution content requirements
107. AFSA proposes to extend the application of Fund Constitution content requirements to all Fund types, while applying those requirements proportionately depending on the nature of the Fund and its investors.
108. Under the proposed approach, the Constitution of a Non-Exempt Fund would continue to be subject to the existing detailed content requirements. The Constitution of an Exempt Fund would be required to include a core set of provisions necessary to establish the legal framework of the Fund and define the rights and obligations of Unitholders.
109. For Exempt Funds, the mandatory Constitution requirements would focus on key matters including:
· the identity and legal status of the Fund and its governing law;
· the Fund Manager and, where applicable, Trustee and key service providers;
· the legal structure and nature of the Fund;
· core investment objectives and restrictions;
· fundamental Unitholder rights and protections; and
· key operational and governance provisions, including distribution, suspension, and winding-up.
110. Certain detailed procedural and administrative matters would no longer be mandatory Constitution requirements for Exempt Funds where they are not essential to establish the legal relationship between the Fund and Unitholders and may appropriately be addressed through contractual arrangements or disclosure materials.
Offering Materials content requirements
111. AFSA proposes to revise the Offering Materials requirements to introduce a more proportionate disclosure framework based on the nature of the Fund and its target investors.
112. The existing detailed Offering Materials requirements would continue to apply to Non-Exempt Funds, reflecting the need for enhanced disclosure for Funds offered to retail investors and a broader investor base. For Exempt Funds, which are offered exclusively to Professional Clients, Offering Materials would instead be subject to a principles-based requirement to include information that Professional Clients would reasonably require to make an informed investment decision, together with the existing obligation that the materials are clear, fair, and not misleading.
Access to Fund Documentation
113. To support transparency and ensure effective access to the Fund’s governing documents, AFSA also proposes targeted amendments to Rule 5.2(c) and the Offering Materials content requirements.
114. A new paragraph (ii) to rule 5.2(c) would require all Funds, regardless of classification, to make their Fund Constitution and most recent Offering Materials available free of charge to existing and prospective Unitholders.
115. In addition, new paragraph (ea) of Schedule 1-1 would require Offering Materials to specify where a copy of the Fund Constitution may be obtained. This would ensure that investors are able to navigate clearly between the Fund’s disclosure materials and its legally binding constitutional document.
116. Taken together, the proposed amendments are intended to clarify the respective roles of the Fund Constitution and Offering Materials, introduce a proportionate approach for Exempt Funds, and enhance investor access to key Fund documentation.
See proposed amendments to rules 5.2(c), 5.4, 6.2.(a)(i), Schedule 1, and new rules 5.5, 5.6, 6.2-1, 7.10-1, new paragraph (ea) in the new Schedule 1-1, Schedule 2-1 of the CIS Rules, in Annex 1.
Side-letter arrangements
Policy Issue
117. Side-letter arrangements are used in practice within the AIFC market as a mechanism for Fund Managers to agree investor-specific arrangements with certain investors. Such arrangements may address specific commercial or economic terms, including negotiated fee arrangements, liquidity terms, reporting arrangements, or other investor-specific concessions.
118. The CIS Rules do not currently contain specific provisions defining or regulating side-letter arrangements as a distinct category of investor agreement. However, certain aspects of such arrangements are addressed through existing requirements, including the obligation to disclose preferential treatment under Rule 5.3(b)(ix) and the requirement to ensure equal treatment of Unitholders within the same class under Rule 7.2(b)(iv).
119. As the use of side-letter arrangements is not expressly addressed in the CIS Rules, there may be uncertainty regarding the scope of permissible arrangements, the level of disclosure expected, and the safeguards required to ensure that such arrangements do not adversely affect other investors.
120. During the Call for Evidence, stakeholders supported providing greater regulatory clarity regarding side-letter arrangements. Respondents noted that such arrangements can provide useful flexibility for Fund Managers when engaging with larger or strategic investors and may reduce the need to establish separate Funds, Sub-Funds, or additional Unit classes, provided that appropriate transparency and investor protection safeguards are maintained.
Policy proposal
121. AFSA proposes to introduce specific provisions in the CIS Rules to clarify the regulatory treatment of side-letter arrangements and establish consistent disclosure expectations.
122. AFSA considers that side-letter arrangements can provide legitimate commercial flexibility for Fund Managers, particularly in accommodating the requirements of larger or strategic investors. However, such arrangements should operate within an appropriate transparency and investor protection framework to ensure that they do not undermine the fair treatment of other investors.
123. AFSA has considered international approaches to the regulation of side-letter arrangements. While jurisdictions adopt different approaches, a common regulatory approach is to address side letters through disclosure requirements and safeguards relating to fair treatment of investors. For example, the ADGM requires disclosure of the Fund Manager’s ability to enter into side-letter arrangements, the mechanisms used to ensure fair treatment, and material benefits or concessions provided. The QFC similarly adopts a disclosure-based approach, requiring disclosure where side letters may provide preferential treatment, enhanced redemption rights, or otherwise materially affect other investors. The DIFC relies primarily on general obligations relating to disclosure, fair treatment, and Fund Manager conduct.
124. Taking into account these approaches and AIFC market practice, AFSA proposes to introduce a new Rule 7.6-1 in Chapter 7 of the CIS Rules to expressly address disclosure requirements relating to side-letter arrangements. The proposed provision requires Fund Managers to disclose in the Offering Materials both (i) their ability to enter into side-letter arrangements and (ii) the nature of any fair treatment mechanisms applied to investors. In the case of Non-Exempt Funds, additional disclosure of material benefits or concessions granted under side letters will be required, together with the relevant investor categories.
125. The proposed amendments are intended to provide greater regulatory certainty, enhance transparency for investors, and preserve appropriate flexibility for Fund Managers to enter into legitimate investor-specific arrangements.
See the proposed new rule 7.6-1 and paragraph (i) of new Schedule 2-1 of the CIS Rules, in Annex 1.
Alterations to Domestic Fund (Unitholder approvals and notifications)
Policy issue
126. The CIS Rules require that the Fund Constitution (Schedule 1) sets out the manner in which amendments may be made. However, the CIS Rules do not currently provide a standardised classification framework for determining investor approval requirements applicable to different categories of amendments. In particular, there is no express distinction between material amendments requiring unitholder consent, and administrative or non-material amendments that may be implemented without a unitholder meeting.
127. In the absence of such a framework, market participants may adopt differing interpretations of amendment procedures. This may lead to inconsistent practice across Fund Managers, increased legal and operational complexity, and potential uncertainty in investor communications and governance processes.
128. During the Call for Evidence, stakeholders suggested the introduction of a standardised framework, either in the CIS Rules or accompanying guidance, to establish categories of amendments and corresponding approval or notification requirements, including material changes requiring Unitholder approval; significant changes requiring prior notification to Unitholders; and administrative or technical changes that may be implemented with appropriate disclosure.
Policy proposal
129. AFSA proposes to introduce a structured framework for categorising amendments to Fund documents and determining the appropriate level of Unitholder involvement.
130. The proposed framework would distinguish between three broad categories of amendments:
(a) Fundamental changes
131. Fundamental changes would be amendments that may materially affect the nature of the Fund, the rights of Unitholders, or the risk profile of the investment. Examples of fundamental changes may include changes affecting the nature, purpose, investment objective or policy of the Fund, changes materially affecting the risk profile of the Fund, introduction of new types of payments out of Fund property, change of Fund Manager, Trustee or Eligible Custodian, or other changes which may materially prejudice unitholders. Such changes would require prior approval by Unitholders through a special resolution. Determination of whether a change is fundamental would also depend on its degree of materiality and effect on the Fund and its investors.
(b) Significant changes
132. Significant changes would include amendments that do not constitute fundamental changes but may reasonably influence an investor’s decision to remain invested or affect Unitholder rights. Examples may include changes to operational policies, valuation methodologies, dilution policies, pricing publication methods, or changes in fees or dealing arrangements that do not constitute a fundamental change. Such changes would generally require prior written notification to Unitholders within a reasonable period (typically not less than 60 days) before implementation. Determination of whether a change is significant would also depend on its degree of materiality and effect on the Fund and its investors.
(c) Notifiable changes
133. Notifiable changes would include amendments that do not materially affect the Fund, its risk profile, or Unitholder rights, but should nevertheless be disclosed to investors for transparency purposes. Examples may include administrative updates, changes to service providers that do not materially affect the Fund, changes to reporting arrangements, or other operational matters. Such changes would generally be subject to notification to unitholders within an appropriate timeframe and may be implemented without requiring a unitholder meeting.
134. The proposed approach is intended to provide greater certainty regarding amendment procedures, promote consistent market practice, and align the AIFC CIS framework with approaches adopted in comparable international financial centres, including the DIFC, ADGM, and QFC.
See the proposed new rule 7.10-2 and Schedule 2-2 of the CIS Rules, in Annex 1.
Notice of increase in Fund Manager’s remuneration
Policy issue
135. CIS Rule 7.14(e) requires a Fund Manager to give Unitholders not less than 90 days’ written notice of any proposed increase in its remuneration, reimbursement of expenses, or other payments in respect of a Fund. In addition, CIS Rule 7.14(f) requires a Fund Manager to give not less than 90 days’ written notice of the introduction of a new category of remuneration or an increase in the current rate or amount of remuneration. Such changes are also subject to Unitholder approval, with the applicable voting threshold determined by the Fund’s Constitution.
136. Accordingly, the current framework applies a uniform 90-day notice period to both (i) incremental increases in existing remuneration and (ii) structural changes involving the introduction of new categories of remuneration, notwithstanding that these changes may differ in nature, complexity, and investor impact.
137. During the Call for Evidence, stakeholders noted that the 90-day notice period may be operationally burdensome in practice. In particular, it may limit the ability of Fund Managers to respond in a timely manner to changes in market conditions, cost structures, or service provider arrangements. Respondents proposed reducing the notice period to 30 calendar days for both Rule 7.14(e) and Rule 7.14(f), on the basis that investor protection would remain adequately supported through existing disclosure obligations and, where applicable, Unitholder approval requirements.
Policy proposal
138. AFSA has considered the stakeholder feedback alongside international regulatory approaches. Comparable regulatory frameworks, including the DIFC and ADGM, generally recognise the need for prior notice and appropriate governance safeguards where changes to Fund remuneration arrangements may affect investors. However, these frameworks do not necessarily apply identical procedures to all types of remuneration changes and generally distinguish between changes affecting investor economics and broader structural changes to Fund arrangements.
139. Having considered these approaches, AFSA proposes to adopt a differentiated framework based on the nature of the remuneration change.
140. AFSA considers that increases in existing remuneration, reimbursement of expenses, or other payments under Rule 7.14(e) should continue to be subject to the existing 90-day notice requirement. Such changes have a continuous impact on performance expectations, and therefore Unitholders should be afforded sufficient time to assess their implications and, where appropriate, adjust their investment position or exercise redemption rights within applicable dealing cycles.
141. In relation to Rule 7.14(f), AFSA considers that the introduction of a new category of remuneration is different in nature from an increase in existing charges. Such changes represent a structural amendment to the Fund’s remuneration framework and are already subject to Unitholder approval by Special Resolution.
142. Accordingly, AFSA proposes to remove the fixed 90-day notice requirement for changes falling within Rule 7.14(f) and instead rely on the notice period applicable to Unitholder resolutions under the Fund Constitution and applicable meeting procedures, while retaining the requirement for Unitholder approval by Special Resolution.
143. This approach is intended to maintain appropriate investor protection for changes directly affecting investor returns while providing greater flexibility for structural remuneration changes subject to existing governance safeguards. It also aligns the AIFC framework with international approaches that apply proportionate requirements depending on the nature and impact of the proposed change.
See the proposed amendments to rule 7.14(f) of the CIS Rules, in Annex 1.
Other miscellaneous amendments
144. AFSA proposes a number of consequential and clarificatory amendments to improve the coherence of the CIS framework, clarify the scope of regulatory obligations, and ensure that requirements relating to Fund establishment, registration, and marketing are appropriately allocated.
Clarification of CIS regulatory perimeter
145. The CIS Rules have been amended to clarify that their application extends to all relevant parties involved in the operation and oversight of Collective Investment Schemes, including Trustees of Domestic Funds structured as Investment Trusts. The amendments also clarify that the CIS Rules apply to Funds irrespective of whether they have separate legal personality. This is intended to ensure consistent application of the CIS framework across different fund structures, including corporate, partnership, and trust-based arrangements.
Separation of fund registration and marketing requirements
146. AFSA proposes to further distinguish between requirements relating to Fund registration and requirements relating to the marketing of Funds. Chapter 4 of the CIS Rules has been streamlined to focus on registration and notification obligations relating to the establishment and operation of Funds.
147. Requirements relating to marketing activities have been relocated and clarified under Chapter 5 to provide a clearer regulatory framework for Authorised Firms undertaking marketing activities.
148. In this regard, AFSA proposes to introduce a provision requiring an Authorised Firm to notify AFSA before commencing the marketing of a Fund in the AIFC. The notification requirement is intended to enhance supervisory visibility of marketing activities without duplicating the Fund registration process.
Clarification of marketing requirements
149. AFSA also proposes amendments to clarify the requirements applicable to the marketing of Foreign Funds, including relevant jurisdictional eligibility criteria, client classification requirements, minimum subscription thresholds, and restrictions applicable to retail offerings. Additional record-keeping requirements relating to Offering Materials would also be introduced to support effective supervision of marketing activities.
Removal of redundant or unclear provisions
150. CIS Rule 4.4(c), which provides for a referral to AFSA for review following a refusal to register a Collective Investment Scheme, is proposed to be omitted. AFSA notes that the AIFC regulatory framework already provides general mechanisms for the review and challenge of regulatory decisions under the Financial Services Framework Regulations (FSFR).
151. The removal of this provision is intended to align the CIS Rules with the general AIFC framework for regulatory decisions and avoid establishing a separate CIS-specific process. This amendment does not affect any applicable rights of applicants to seek review or challenge regulatory decisions under the FSFR.
152. AFSA also proposes to restructure the existing prohibition relating to the establishment, promotion, and marketing of Collective Investment Schemes to reflect the distinct regulatory treatment of these activities. Establishment and registration requirements will be addressed under Chapter 4, while marketing activities will be governed under Chapter 5.
153. These amendments are technical in nature and are intended to improve the clarity, consistency, and operational effectiveness of the CIS framework without changing the fundamental regulatory approach to Collective Investment Schemes.
See the proposed amendments to rules 1.1, 4.2, 4.4, 4.7 and new rules 5.1-1, 5.1-2, 5.1-3, 7.10-2 of the CIS Rules, in Annex 1.
PART III – PUBLIC CONSULTATION QUESTIONS
Question 1: Enhancements to the Specialist Funds regime
Do you have any comments on the proposed amendments to the Specialist Funds regime? In particular, do you consider that the proposals achieve an appropriate balance between regulatory flexibility, supervisory clarity and investor protection? Please provide reasons for your views and any alternative proposals.
Question 2: Introduction of Investment Trusts
Do you have any comments on the proposed framework for Investment Trusts as a distinct legal form of Collective Investment Scheme under the AIFC? In particular, do you consider that the proposed framework appropriately facilitates the use of trust-based fund structures while providing an appropriate level of legal certainty, governance, and investor protection?
Question 3: Regulatory treatment of units
Do you have any comments on AFSA's proposed approach to enhancing legal certainty regarding the treatment of Units across different Fund structures while maintaining the existing regulatory framework?
Question 4: Financial reporting and governance
Do you have any comments on the proposed amendments relating to audit requirements, periodic reporting, and governance of Funds? In particular, do you agree with the proposal to extend mandatory annual audit requirements to all Domestic Funds and to clarify the frequency of interim reporting?
Question 5: Fund documentation and investor disclosures
Do you have any comments on the proposed amendments relating to Fund Constitutions, Offering Materials, side-letter arrangements, and amendments to Fund documentation? In particular, do you agree that the proposed approach appropriately balances investor protection, proportionality, and operational flexibility, particularly for Exempt Funds?
Question 6: Fund remuneration and other miscellaneous amendments
Do you have any comments on the proposed amendments relating to changes in Fund Manager remuneration and the other miscellaneous amendments to the CIS Rules? Do you consider that these amendments improve the clarity and operation of the framework without imposing unnecessary regulatory burden?
PART IV – FEEDBACK FROM CALL FOR EVIDENCE NOT INCORPORATED IN POLICY PROPOSALS
Algorithmic Funds
158. During the Call for Evidence, stakeholders sought greater regulatory clarity on the treatment of algorithmic and model-driven investment strategies under the CIS Rules. While respondents generally agreed that such strategies should not be recognised as a separate category of Collective Investment Scheme, they suggested that AFSA provide further guidance on governance, model oversight, operational controls and investor disclosure.
159. AFSA notes that the existing CIS framework is principles-based and technology-neutral, and does not distinguish funds by reference to the investment technology or methodology employed. Internationally, comparable jurisdictions similarly regulate algorithmic investment strategies through existing governance, risk management and operational requirements rather than through a separate fund regime.
160. AFSA notes the feedback and agrees that a separate regulatory regime for algorithmic or model-driven funds is not necessary. The existing framework is sufficiently flexible to accommodate such strategies without imposing additional rule-based requirements. AFSA also notes that algorithmic and model-driven trading is not limited to funds, but is a broader market practice spanning multiple types of market participants, and therefore should not be addressed in a fund-specific regime in isolation.
161. AFSA considers that the appropriate regulatory approach is to maintain a principles-based, technology-neutral framework, under which regulatory emphasis is placed on governance, risk management, and operational controls rather than on the underlying model architecture or investment methodology. This ensures that the framework remains proportionate, adaptable, and capable of accommodating diverse and evolving investment strategies.
162. At the same time, AFSA recognises that certain aspects, particularly governance, model oversight, risk management and operational controls, may benefit from further clarification. Rather than introducing prescriptive rules or standardised disclosure templates, AFSA considers that these matters are more appropriately addressed through supervisory expectations and engagement, ensuring a proportionate approach that supports innovation while maintaining investor protection and market integrity.
Endowment Funds
163. During the Call for Evidence, stakeholders sought greater clarity on the treatment of endowment-type structures within the AIFC framework. Most respondents considered that existing AIFC structures may be capable of accommodating such arrangements, although they noted that endowment funds have distinct characteristics, including long-term or perpetual investment horizons, capital preservation objectives, donor-based capital formation and the absence of redemption rights. At the same time, respondents suggested that greater legal and regulatory clarity would be beneficial regarding the treatment of endowment-type arrangements within the existing AIFC framework. A minority of respondents proposed introducing a dedicated endowment fund category or greater coordination with the national framework for endowment funds.
164. AFSA notes that endowment funds are widely used internationally to support long-term institutional, educational and charitable objectives. However, unlike traditional collective investment schemes, they are generally structured around the preservation and growth of capital to support a defined institutional purpose, rather than primarily to provide investment returns to investors.
165. AFSA considers that it is not necessary at this stage to introduce a separate regulatory category for endowment funds within the AIFC. The existing regulatory framework provides sufficient flexibility to accommodate endowment-type structures through existing fund and asset management vehicles. Existing AIFC structures, such as Foundations, may be capable of accommodating endowment-type arrangements.
166. AFSA acknowledges that greater clarity on structuring endowment-type arrangements may be beneficial as market practice develops and will continue to monitor developments in this area. AFSA also notes stakeholder views regarding coordination with broader national initiatives relating to endowment funds. While such matters fall outside the scope of the current CIS amendments, AFSA will continue to engage with relevant stakeholders where appropriate.
Lending by Investment Funds
167. During the Call for Evidence, stakeholders sought greater clarity on the treatment of lending activities and private credit strategies under the CIS framework. While respondents noted that certain fund structures may invest in debt instruments, they considered that the absence of an explicit and consolidated framework addressing lending strategies may create uncertainty regarding the ability of funds to engage in activities such as private credit, loan origination and other debt financing strategies.
168. Stakeholders also referred to international approaches, including Luxembourg, Ireland and ADGM, where private credit strategies are expressly accommodated within fund regimes, and noted the potential role of such strategies in supporting infrastructure and SME financing.
169. AFSA considers that the existing CIS framework already provides mechanisms through which funds may undertake lending-related activities. In particular, the Credit Fund regime under CIS 2.4-1(f) permits investment in Credit Facilities through origination, purchase or participation, while CIS 6.8 provides a framework for securities lending activities. Taken together, these provisions already enable funds to engage in lending-related and private credit strategies within defined parameters, subject to fund classification and applicable CIS requirements.
170. At this stage, AFSA does not propose to expand the scope of permissible lending activities beyond these existing mechanisms as part of the current amendments. The existing framework is considered to provide a clear and proportionate regulatory basis for such activities within the CIS regime. AFSA will continue to monitor market developments and supervisory experience in this area and may, in due course, consider whether further refinements to the framework would be appropriate. Such considerations would be undertaken separately from the present amendments.
Removal of Mandatory Requirement to Appoint an External Fund Administrator
171. During the Call for Evidence, stakeholders noted that Rule 8.2(a) requires a Fund to appoint a Fund Administrator and suggested clarifying that a Fund Manager appropriately licensed to provide fund administration services may perform this function internally without appointing a separate third-party administrator.
172. AFSA considers that the requirement to appoint a Fund Administrator is an important structural safeguard within the CIS framework. Fund administration involves key operational functions, including the maintenance of Unitholder records, processing of fund transactions, and supporting valuation, pricing and fund accounting processes. Maintaining these functions within a regulated framework supports appropriate oversight, operational resilience and investor protection.
173. AFSA notes that the existing framework already provides flexibility for Fund Managers that are appropriately authorised to perform fund administration activities in-house, subject to compliance with the applicable regulatory requirements. In addition, Rule 8.2(e) allows AFSA to waive the requirement to appoint a Fund Administrator on a case-by-case basis where appropriate.
174. Accordingly, AFSA considers that the existing framework provides sufficient flexibility and does not propose amendments to Rule 8.2(a).
Simplification of the Regime for Exempt Funds
175. Stakeholders observed that the registration of certain Exempt Funds currently requires reference to specific notices or waivers confirming that the fund will have fewer than 15 investors. It was suggested that the conditions set out in the Notice could instead be incorporated directly into the CIS Rules, introducing an automatic exemption mechanism for Exempt Funds below the relevant investor threshold and removing the need for repeated waiver applications.
176. AFSA has assessed the proposal and considers that it cannot be taken forward within the CIS Rules alone, as it would require corresponding amendments to the AIFC Companies Rules. The issue will therefore be considered as part of a broader future review of the Companies Rules.
Procedure for change of Fund Manager
177. Stakeholders noted that the CIS Rules do not provide a detailed procedural framework for the change of a Fund Manager. It was suggested that, in practice, such changes may occur under different scenarios (including at the initiative of unitholders, the incumbent Fund Manager, or on supervisory grounds), and that the absence of a standardised approach may create operational uncertainty and execution risks.
178. To address this, stakeholders suggested introducing a baseline procedural framework, either in the CIS Rules or through Guidance, covering key elements such as defined triggers for a change of manager, a structured transition plan, reconciliation of assets and registers, formal documentation, onboarding and migration processes, and allocation of responsibilities between outgoing and incoming managers.
179. AFSA does not propose to introduce amendments to the CIS Rules in this regard. Benchmarking indicates that comparable jurisdictions do not prescribe a detailed, standardised procedure for the change of a Fund Manager in their rulebooks. Instead, such matters are typically addressed through fund documentation and supervisory engagement. In the AIFC framework, the terms and conditions governing a change of Fund Manager are expected to be set out in the Constitution or Offering Materials. In addition, a change of Fund Manager would generally constitute a fundamental amendment, requiring approval by special resolution of unitholders. Such situations can also be addressed through the authorisation process of the incoming Fund Manager, during which AFSA may require appropriate documentation and safeguards on a case-by-case basis.
Outsourcing: Differentiation Between “Material” and “Non-Material” Outsourcing
180. Stakeholders noted that the current regulatory framework does not clearly distinguish between critical, risk-bearing outsourced functions and auxiliary services. As a result, similar regulatory requirements may be applied to both key functions (such as valuation, dealing, registry, core IT, and AML/KYC) and less significant services (such as secondary IT support or marketing), potentially leading to disproportionate compliance burdens.
181. To address this, stakeholders suggested introducing, in the CIS Rules or related Guidance, a distinction between material outsourcing (functions directly affecting investor rights, pricing, unit accounting, data integrity, or operational resilience) and non-material outsourcing (auxiliary functions with limited impact on investor protection or market integrity). This could allow for a more proportionate, risk-based approach, with lighter requirements for non-material outsourcing.
182. AFSA does not propose to introduce amendments to the CIS Rules in this regard. Benchmarking indicates that comparable jurisdictions do not typically introduce a formal, prescriptive distinction between “material” and “non-material” outsourcing within fund rulebooks. The existing framework is intended to apply a consistent standard to outsourcing arrangements, ensuring that all outsourced functions are subject to appropriate oversight and risk management. Introducing formal categorisation may create interpretative uncertainty and risks of regulatory arbitrage, where firms could seek to classify critical functions as non-material.
Regulation of Switching Rights Between Sub-Funds within an Umbrella Fund
183. Stakeholders noted that while the CIS Rules permit switching of Units between Sub-Funds within an umbrella structure, the current framework (including Guidance to Rule 2.4-1) may be interpreted as allowing switching without sufficiently clear substantive limitations. It was suggested that this could result in investors switching between Sub-Funds with materially different investment mandates, risk profiles, or liquidity characteristics, creating operational pressures for Fund Managers and potential investor protection concerns, including the risk of circumventing Sub-Fund-level investment and liquidity constraints. Accordingly, it was proposed that the CIS Rules and/or Guidance be clarified to confirm that switching rights are subject to conditions set out in the Offering Materials, and that Fund Managers may restrict or refuse switches where justified by differences in Sub-Fund characteristics or liquidity considerations.
184. AFSA does not propose to introduce amendments to the CIS Rules in this regard. The CIS framework is designed to operate on the basis that switching mechanics and any related conditions are set out in the Offering Materials, with Fund Managers responsible for designing appropriate liquidity and dealing arrangements at product level. Introducing additional rule-level limitations or codified grounds for refusal may reduce flexibility in fund structuring and result in unnecessary prescription in the design and operation of umbrella fund arrangements.
Valuation of Funds (independent valuer requirement)
185. CIS Rule 10.6(d) requires a Fund Manager to appoint an independent third-party valuer where required by the CIS Rules. Currently, mandatory independent valuation requirements apply only in specific circumstances, including under Rule 6.10(b) for Non-Exempt Funds and REITs in relation to the acquisition or disposal of Real Property. Other asset classes remain subject primarily to the Fund Manager’s valuation policies and procedures.
186. During the Call for Evidence, stakeholders noted that the CIS framework does not contain a general requirement for independent valuation of illiquid or complex assets. Some respondents suggested that broader independent valuation requirements could improve consistency and provide additional assurance where valuations involve significant judgement or limited observable market inputs.
187. AFSA’s review of comparable international frameworks indicates that regulators generally adopt a targeted or principles-based approach rather than requiring independent valuation across all asset classes. Mandatory independent valuation requirements are typically focused on specific areas, such as real estate or other assets where valuation risks are considered heightened.
188. Having considered the feedback received and international practice, AFSA does not propose to introduce additional mandatory independent valuation requirements at this stage. AFSA considers that the existing principles-based framework remains appropriate and proportionate, taking into account the diversity of Fund structures, investment strategies and asset classes.
189. The existing framework allows Fund Managers to appoint independent valuers where appropriate, having regard to the nature, complexity and liquidity profile of the relevant assets, while requiring Fund Managers to maintain appropriate valuation policies, methodologies and controls. AFSA will continue to monitor market developments and supervisory experience in this area.
Other feedback not incorporated
190. AFSA received feedback seeking further clarification and structural refinement of the CIS Rules, including in relation to fund classification, definitions and the overall organisation of the framework. Respondents suggested, among other things, clarifying the application of Specialist Fund categories, distinguishing between different fund structures and strategies, refining certain definitions, and restructuring relevant provisions to improve the readability and coherence of the Rules.
191. AFSA has considered this feedback but does not propose amendments at this stage. While further structural refinements may improve the accessibility of the CIS framework, AFSA considers that the existing Rules, together with supervisory and authorisation practices, provide sufficient clarity and flexibility in practice. AFSA will continue to monitor developments and may revisit these matters as part of any future comprehensive review of the CIS framework.
192. AFSA also received feedback on operational matters, including the submission of Unitholder registers for AIX-listed funds, the introduction of a single electronic submission process for fund applications and notifications, and the use of electronic disclosure forms for Offering Materials.
193. AFSA considers that these matters primarily relate to supervisory processes and operational infrastructure rather than the substance of the CIS Rules. Accordingly, no amendments are proposed as part of the current review. AFSA will continue to consider opportunities to enhance supervisory processes and digital solutions separately.
Annex 1 – Proposed amendments to the AIFC Collective Investment Scheme Rules
PROPOSED AMENDMENTS TO THE AIFC COLLECTIVE INVESTMENT SCHEME RULES
In these amendments, underlining indicates a new text and strikethrough indicates a removed text.
1. INTRODUCTION
1.1. Application of these Rules
These Rules apply to:
(a) a Domestic Fund Manager which manages:
(i) a Domestic Fund; or
(ii) a Foreign Fund; or
(b) a Foreign Fund Manager which manages a Domestic Fund; and
(ba) a Trustee of a Domestic Fund which is an Investment Trust; and
(c) a Centre Participant an Authorised Firm which markets a Collective Investment Scheme in or from the AIFC.
(d) a Fund whether or not it has a separate legal personality.
Guidance
The term "Centre Participant" refers to a Person authorised by the AFSA to carry on one or more relevant Regulated Activities.
In these Rules, a reference to a “Fund” is a reference to a Collective Investment Scheme as defined in section 92 of the FSFR. The definition under section 92 is very wide. However, Chapter 3 sets out certain excluded arrangements which do not fall within a definition of a Fund.
Funds that do not have a separate legal personality include Investment Trusts. They are regulated by these Rules and fall out of scope of the AIFC Trust Regulations.
1.2. [intentionally omitted]
1.3. Waivers and modification of these Rules
A Person may apply to the AFSA to waive or modify any specific requirement of these Rules in respect of a Fund Manager or a Fund.
1.4. Interrelationship with the laws of Kazakhstan
The general laws of Kazakhstan will not apply to the management or marketing of a Fund in the AIFC in accordance with these Rules. However, the general laws of Kazakhstan will apply to the management or marketing of a Fund in Kazakhstan outside the AIFC notwithstanding compliance with these Rules in the AIFC.
1.5. Foreign Fund Managers
A Foreign Fund Manager is permitted to manage a Domestic Fund in accordance with these Rules, and if the Units of such Fund are Offered in the AIFC, then it must be an Exempt Fund as defined in Rule 2.2(a).
Guidance
A Foreign Fund Manager is not permitted to manage a Non-Exempt Fund where it offers the Units of a Fund in the AIFC. If a Foreign Fund Manager markets the Units of a Domestic Fund in jurisdictions other than the AIFC, the marketing of that Domestic Fund will be subject to the rules of the relevant non-AIFC jurisdiction.
1.6. When a Fund invests in Digital Assets indirectly
For the purposes of these Rules, a Fund invests in Digital Assets indirectly if:
(a) it has a derivative exposure to Digital Assets;
(b) it tracks an index that includes Digital Assets; or
(c) it invests in another Fund or entity which:
(i) has property that includes Digital Assets;
(ii) has a derivative exposure to Digital Assets; or
(iii) tracks an index that includes Digital Assets.
Guidance
For the avoidance of doubt, a Fund investing in Digital Assets indirectly should be treated in the same way as a Digital Asset Fund.
1.7. When a Fund is a Tokenised Fund
For the purposes of these Rules, a Tokenised Fund is an unlisted Fund with Units represented as Security Tokens.
2. CLASSIFICATION OF FUNDS AND APPLICATION OF THE RULES
2.1. Prohibition on establishment, promotion and marketing of Collective Investment Schemes
(a) Any Collective Investment Scheme established, promoted or marketed in the AIFC must comply with these Rules.
(b) A Collective Investment Scheme may only be established, promoted or marketed in the AIFC by a Person which is:
(i) a Domestic Fund Manager;
(ii) a Foreign Fund Manager; or
(iii) another Centre Participant. [intentionally omitted]
2.1-2. Types of Domestic Funds
(a) A Domestic Fund shall be one of the following types of Fund:
(i) an Exempt Fund; or
(ii) a Non-Exempt Fund.
(b) The AFSA may treat any type of Domestic Fund as a specialist class of a Domestic Fund pursuant to rule 2.4.
2.2. Exempt Funds and Non-Exempt Funds
(a) An Exempt Fund is a Collective Investment Scheme the Units of which are Offered in the AIFC only by way of a private placement:
(i) to Persons who are Professional Clients; and
(ii) in minimum initial subscription amounts of US$ 50,000.
(b) A Non-Exempt Fund is any Collective Investment Scheme:
(i) the Units of which are Offered in the AIFC; and
(ii) which is not an Exempt Fund.
2.3. [intentionally omitted]
2.4. Specialist Funds
2.4.1. Specialist classes of Funds
(a) A Domestic Fund (whether a Non-Exempt Fund or an Exempt Fund) may be a Specialist Fund that falls within one or more of the criteria specified in rules 2.4.2 to 2.4.18 is hereby prescribed to be a Domestic Fund of that specialist class or classes.
(aa) A Foreign Fund that falls within one or more of the criteria specified in rules 2.4.2 to 2.4.16 is hereby prescribed to be a Foreign Fund of that specialist class or classes for the purposes of:
(i) marketing of the Units of that Fund in or from the AIFC; or
(ii) determining whether a Domestic Fund investing in such a Fund continues to meet any criteria or other requirements applicable to that Domestic Fund.
(b) The following types of Funds are Specialist Funds:
(i) an Islamic Investment Fund, which is a Fund whose entire operations are conducted, or held out as being conducted, in a Shari’ah-compliant manner;
(ii) a Private Equity Fund, which is an Exempt Fund that:
(A) is closed-ended (unless otherwise approved by the AFSA); and
(B) primarily invests in unlisted businesses, by means of shares, convertible debt or other equity-related investments;
(iii) a Venture Capital Fund, which is an Exempt Fund that:
(A) primarily invests in the Securities and Units of unlisted businesses which are at an early stage of development, either:
(1) directly; or
(2) indirectly as a Feeder Fund holding units of a Master Fund;
(B) is closed-ended; and
(C) limits total subscriptions to an amount not to exceed US$100 million (or currency equivalent) or a higher amount approved by the AFSA.
Guidance
A Venture Capital Fund may consist of a Master Fund and Feeder Fund structure in which:
(a) the Master Fund meets the requirements in (iii)(A)(1), (B) and (C); and
(b) each Feeder Fund meets the requirements in (iii)(A)(2) and (B).
A Venture Capital Fund may not be a Credit Fund.
(iv) a Real Estate Investment Trust (or REIT), which is a Fund which:
(A) invests at least 80% of its assets in investments in income-generating Real Property, with the remainder invested in cash or other securities;
(B) derives at least 50% of its net income from the rental of Real Property; and
(C) distributes to the Unitholders [each year] at least 80% of its audited annual net income; and
(v) any other Fund which complies with any specific rules or guidelines that may be published by the AFSA from time to time regarding the requirements for specific types of Specialist Funds.
Guidance
IFR contains the additional requirements that apply to a Domestic Fund by virtue of it being an Islamic Investment Fund. [intentionally omitted]
(c) A Fund which does not comply with any requirements applicable to specific types of Specialist Funds may not describe itself as a Specialist Fund.
Guidance
(1) A Domestic Fund may attract more than one definition of a specialist class of Funds. For example, a Domestic Fund may be an Islamic Hedge Fund, Islamic Private Equity Fund or an Islamic REIT. However, due to the definition of Private Equity Fund, a Fund cannot be both a Private Equity Fund and a Venture Capital Fund.
(2) Rule 5.1-2 that an Authorised Firm may offer Units of a Foreign Fund under the specified conditions. For example, the offer is required to be by private placement to Professional Clients who invest at least US$ 50,000. Such marketing activities are also subject to additional requirements that are prescribed in Chapter 5. An Authorised Firm marketing Units of a Foreign Fund should take reasonable steps to ensure that the Fund meets the applicable requirements including the relevant criteria for being a specialist class of Fund.
2.4.2. Islamic Investment Fund
A Fund is an Islamic Investment Fund, if its entire operations are conducted, or held out as being conducted, in a Shari’ah-compliant manner.
Guidance
IFR contains the additional requirements that apply to a Domestic Fund by virtue of it being an Islamic Investment Fund.
2.4.3. Private Equity Fund
A Fund is a Private Equity Fund if it is an Exempt Fund that:
(a) primarily invests in unlisted businesses, by means of shares, convertible debt or other equity-related investments; and
(b) does not meet the criteria in CIS 2.4.3 to be a Venture Capital Fund.
2.4.4. Venture Capital Fund
A Fund is a Venture Capital Fund if it is an Exempt Fund that:
(a) primarily invests in the Securities and Units of unlisted businesses which are at an early stage of development, either:
(i) directly; or
(ii) indirectly as a Feeder Fund holding units of a Master Fund;
(b) is closed-ended; and
(c) limits total subscriptions to an amount not to exceed US$100 million (or currency equivalent) or a higher amount approved by the AFSA.
Guidance
A Venture Capital Fund may consist of a Master Fund and Feeder Fund structure in which:
(a) the Master Fund meets the requirements in (a)(i), (b) and (c); and
(b) each Feeder Fund meets the requirements in (a)(ii) and (b).
A Venture Capital Fund may not be a Credit Fund.
2.4.5. Real Estate Investment Trust
A Fund is a Real Estate Investment Trust (or REIT) if it:
(a) invests at least 80% of its assets in investments in income-generating Real Property, with the remainder invested in cash or other securities;
(b) derives at least 50% of its net income from the rental of Real Property; and
(c) distributes to the Unitholders [each year] at least 80% of its audited annual net income.
2.4.6. Umbrella Fund
A Fund is an Umbrella Fund if contributions of Unitholders in the Fund and the profits or income out of which payments are to be made to the Unitholders are pooled separately in a number of Sub-Funds constituting separate parts of the Fund Property.
2.4.7. Fund of Funds
A Fund is a Fund of Funds if it restricts its investment activities to investing in the Units or Debentures of only two or more other Funds or sub-Funds of Umbrella Funds.
Guidance
A Fund of Funds does not cease to be a Fund of Funds merely because it holds some investments in cash or transferable securities to meet its on-going obligations such as for redemption purposes.
2.4.8. Feeder Fund
A Fund is a Feeder Fund if it is dedicated to investing in the Units or Debentures of a single other Fund (Master Fund).
Guidance
A Domestic Feeder Fund may have as its Master Fund a Foreign Fund.
A Sub-Fund of an Umbrella Fund is not a Feeder Fund.
2.4.9. Master Fund
A Fund is a Master Fund if it issues its Units or Debentures only to other Funds which are dedicated to investing in that Master Fund.
Guidance
A Domestic Master Fund may have Foreign Funds as its Feeder Funds.
2.4.10. ESG Fund
A Fund is an ESG Fund if:
(a) its main investment focus incorporates ESG factors; and
(b) at least 70 % of NAV of the Fund Property is invested in accordance with the investment strategy.
2.4.11. Credit Fund
A Fund is Credit Fund if it is an Exempt Fund that:
(a) is closed-ended; and
(b) has its activities limited:
(i) primarily to investment in Credit Facilities, whether by origination, purchase or participation;
(ii) to activities related to (i), including investment in the equity of a legal entity to which the Credit Fund lends or the Group to which it belongs; and
(iii) to the holding of Investments (other than a Digital Asset) for the purposes of cash management or hedging.
Guidance
A Credit Fund may hold other assets (except Digital Assets) when held in conjunction with a Credit Facility the Credit Fund has invested in, such as assets over which the Credit Fund has enforced collateral security it holds.
A Fund which holds Investments for the purposes of investment, cash management or hedging which does not enter into Credit Facilities for the purpose of extending Credit is not a Credit Fund.
2.4.12. Digital Asset Fund
A Fund is a Digital Asset Fund if it:
(a) invests in Digital Assets that have been admitted to trading on an AFSA licensed Digital Asset Trading Facility; and
(b) can invest in Digital Assets mentioned in (i) even if they are not traded on AFSA licensed Digital Asset Trading Facility; provided that the trading facility on which the Digital Assets are traded is regulated by a Financial Services Regulator in a jurisdiction that:
(i) is listed as a Compliant Country or Territory by the Financial Action Task Force;
(ii) complies with OECD standards for the exchange of tax information, including adherence to multilateral agreements in respect of the exchange of information; and
(iii) has appropriate co-operation arrangements in place with the AFSA to ensure co-operation including the exchange of information between regulatory authorities.
2.4.13. Investment Token Fund
An Investment Token Fund or Qualified Investment Token Fund, which is a Fund whose main purpose is investing in Investment Tokens or Qualified Investment Tokens respectively.
2.4.14. Exchange Traded Fund
A Fund is an Exchange Traded Fund (or ETF) if it:
(a) is constituted as an open-ended Non-Exempt Fund;
(b) has its Units available for trading throughout the day on an exchange that meets the criteria in (iii)(B); and
(c) has at least one market maker (Authorised Participant) who:
(i) purchases and redeems ‘creation Units’ of the Fund from the Fund Manager; and
(ii) is prepared to buy and sell Units of the Fund throughout the day on the exchange, but only if the exchange is operated by an Authorised Market Institution or regulated by a Financial Services Regulator in a jurisdiction that has appropriate co-operation arrangements in place with the AFSA to ensure co-operation (including the exchange of information between regulatory authorities).
Guidance
For the purposes of ETF structures, the Authorised Participant and market maker perform distinct but complementary functions: the Authorised Participant primarily facilitates primary market creation and redemption of Units directly with the Fund Manager through creation and redemption baskets, while the market maker provides continuous secondary market liquidity by quoting bid and offer prices on the relevant exchange; these roles may be performed by the same entity or by separate entities, provided that the ETF’s arrangements ensure the effective functioning of both primary and secondary markets and are appropriately disclosed in the Fund’s Offering Materials (see CIS 5.6.7).
2.4.15. Money Market Fund
A Fund is a Money Market Fund if the Funds investment objectives are to preserve the capital of the Fund and provide daily liquidity, while achieving returns that are in line with money market rates.
2.4.16. Single Family Office Fund
A Fund is a Single Family Office Fund if it is an Exempt Fund that:
(a) is constituted as an Investment Company;
(c) all investors in the Fund are exclusively Family Clients who qualify as Professional Clients;
(d) it has minimum investable assets under management of USD 1 million, assessed by fair market or book value; and
(e) it is managed by a Single Family Office authorised to carry on the Regulated Activity of Managing a Collective Investment Scheme that is also a Director of the Fund.
Guidance
CIS 3.17(b) provides that, where an arrangement involves participants who are all members of a Single Family, those participants may elect to treat the arrangement as a Collective Investment Scheme by notifying the AFSA of their intention to do so. Such arrangements may be classified as a Single Family Office Fund where they meet the requirements set out in rule 2.4.16. Where so classified, the Fund and its Fund Manager may benefit from certain regulatory exemptions and modifications (including a lower Base Capital Requirement, exemption from the requirement to appoint an Eligible Custodian, and exemptions from the requirement to establish a Governing Body or appoint a Finance Officer and Compliance Officer for the Fund Manager) reflecting the closed, family-only nature of the structure. Where these requirements are not satisfied, the arrangement will not be treated as a Specialist Fund and will instead be subject to the general regime under these Rules.
2.4.17. Corporate Treasury Centre Fund
A Fund is a Corporate Treasury Centre Fund if it is an Exempt Fund that:
(a) is a Group arrangement that was elected pursuant to CIS 3.7(b) to be treated as a Collective Investment Scheme; and
(b) is managed by a Domestic Fund Manager that is a Director of the Fund.
Guidance
(1) A Corporate Treasury Centre Fund (CTC Fund) represents a classification of a Collective Investment Scheme applied to intra-group treasury arrangements that would otherwise fall outside the scope of CIS regulation but have been voluntarily brought within the regime pursuant to CIS 3.7(b). For the purposes of this classification, corporate treasury activities typically include the establishment of cash pooling arrangements within a group, centralised liquidity management, allocation of funding across group entities, and the investment of surplus funds to enhance overall group liquidity efficiency.
(2) Given that such arrangements relate exclusively to intra-Group activities and do not involve the pooling of assets from external investors, but rather the management of assets within a corporate group, a proportionate regulatory approach is applied. Accordingly, certain requirements applicable to Fund Managers under the CIS framework are disapplied or modified. In particular, the Fund Manager of a CTC Fund is not required to maintain Base Capital, appoint a Finance Officer or Compliance Officer, or prepare a Fund Constitution or Offering Materials. The standard Fund Manager reporting requirements under CIS 10.5 also do not apply. Instead, the Fund Manager is required to submit periodic reporting to the AFSA on the treasury activities of the Fund, including the Fund’s annual return, audited financial statements, and any additional information as may be required by the AFSA.
2.4.18. Hedge Fund
A Fund is a Hedge Fund if it is an Exempt Fund that:
(a) has a broad mandate giving its Fund Manager flexibility to shift strategy;
(b) is aimed at achieving absolute returns rather than returns relative to the market;
(c) employs at least one of the following techniques:
(i) the pursuit of absolute returns or "alpha" rather than measuring their investment performance relative to the market;
(ii) the use of short selling;
(iii) the use of Derivatives for investment purposes;
(iv) the use of economic or debt leverage as well as leverage embedded in financial instruments such as Derivatives;
(v) the acquisition of distressed debt with a view to its realisation at a profit; or
(vi) the acquisition of "high yield" debt Securities.
2.4-1. Other Specialist Funds
The following types of Funds are considered as other Specialist Funds for purposes of CIS 2.4.(b)(v):
(a) Umbrella Fund, which is a Fund where:
(i) may be formed as a Protected Cell Company (PCC) and must be an open-ended Fund if formed as a PCC.
(ii) contributions of Unitholders in the Fund and the profits or income out of which payments are to be made to the Unitholders are pooled separately in a number of Sub-Funds constituting separate parts of the Fund Property; and
(iii) a Fund Manager of an Umbrella Fund must ensure that none of its Sub-Funds invests in another of its Sub-Funds.
Guidance
An Umbrella Fund may be a Company constituted as a Protected Cell Company (PCC) or Investment Company. An Umbrella Fund may also be a Limited Partnership;
Unitholders of an Umbrella Fund are entitled to exchange rights they have in one Sub-Fund for rights in another Sub-Fund of the same Umbrella Fund;
A Sub-Fund of an Umbrella Fund is not a feeder fund (a Fund dedicated to investing in the Units or Debentures of a single other fund – master fund) or any other form of a discrete Fund;
A PCC is a form of a Company which needs to be registered as a PCC under the Companies Regulations. An Umbrella Fund using the PCC structure has the benefit of legal segregation of Fund Property forming part of each individual cell. Accordingly, Fund Property of one cell of a PCC is not available to pay any obligations arising in relation to another cell of that PCC.
It is not mandatory for an Umbrella Fund to be constituted as a PCC. Instead, such Funds may be formed as a conventional Investment Company or Limited Partnership. However, the legal segregation available to each cell of a PCC is not available to Sub-Funds of Umbrella Funds not formed as a PCC.
(b) A Fund of Funds, which is a Fund where:
(i) A Fund Manager of a Fund of Funds may not invest in:
(A) another Fund of Funds; and
(B) a Feeder Fund; and
(B) any Fund which is dedicated to investment in a number of Funds; and
(D) any Fund which is dedicated to investment in a single Fund or in a single investment trusts; and
(E) any Sub-Fund of an Umbrella Fund or Sub-Fund of any other Fund which is equivalent to a Fund within (A) to (E); and
(ii) not more than 25% in value of the Fund Property is to consist of Units in any other Fund; and
(iii) for the purposes of (i) and (ii), each Sub-Fund of an Umbrella Fund and of an equivalent Fund is to be treated as if it were a separate Fund.
Guidance
A Fund of Funds does not cease to be a Fund of Funds merely because it holds some investments in cash or transferable securities to meet its on-going obligations such as for redemption purposes.
(c) A Feeder Fund, which is a Fund where:
(i) a Fund Manager of a Feeder Fund must ensure that the Fund Property of a Feeder Fund, except where otherwise provided in CIS, only consists of:
(A) Units or Debentures of a single Master Fund; or
(B) in the case of a Feeder Fund which is a Public Fund, Units or Debentures of an eligible Master Fund;
(ii) a Master Fund is eligible for the purposes of (i)(B) only if:
(A) the borrowing of the Master Fund does not exceed 200% of the NAV of the Master Fund or the market value of the Units of the Master Fund at the mid-value share price; and
(B) the Units in or Debentures of the Master Fund are regularly Offered for purchase and sale by at least three market makers who are recognised or registered as members of an Authorised Market Institution or an exchange regulated by a Financial Services Regulator; and
(C) the Feeder Fund owns not more than 20% of the Units (or of any class of Units in or of the Debentures or of any class of Debentures) of the Master Fund; and
(D) the Master Fund has no limits on its duration;
(iii) a Fund Manager of a Feeder Fund must also ensure that the Feeder Fund invests in a Master Fund only if:
(A) the Fund Manager of the Master Fund is regulated by a Financial Services Regulator; and
(B) the Master Fund is itself registered or authorised by a Financial Services Regulator and is itself subject to independent oversight; and
(C) the investment objectives of the Master Fund have been disclosed in detail in the Offering Materials of the Feeder Fund;
(D) it has made available to prospective Unitholders in the Feeder Fund copies of the Offering Materials and the last audited annual reports and accounts of the Master Fund; and
(E) the Fund Manager of the Master Fund has waived any initial charges which it is otherwise entitled to make in relation to the acquisition of Units in its Fund;
(iv) where the Feeder Fund invests in a Master Fund managed by the same Fund Manager or by an associated or related company, the Fund Manager of the Feeder Fund must ensure that the Master Fund in which the investment is being made does not charge subscription or redemption fees on account of the investment; and commission or rebates received by the Fund Manager of the Feeder Fund, by virtue of the investment into the Master Fund, must be paid into the property of the Feeder Fund;
(v) a Fund Manager of a Feeder Fund must ensure that the Fund’s Offering Materials disclose:
(A) a prominent risk warning to alert prospective Unitholders to the fact that they will be subject to higher fees arising from the layered investment structure;
(B) the fees arising at the level of:
(1) the Feeder Fund itself; and
(2) if applicable, the Master Fund of the Feeder Fund; and
(3) if applicable, any underlying Funds into which the Master Fund invests, to the extent known.
Guidance
A Domestic Feeder Fund may have as its Master Fund a Foreign Fund.
A Sub-Fund of an Umbrella Fund is not a Feeder Fund.
(d) A Master Fund, which is a Fund which issues its Units or Debentures only to other Funds which are dedicated to investing in that Master Fund.
Guidance
A Domestic Master Fund may have Foreign Funds as its Feeder Funds.
(e) An ESG Fund, which is a Fund where:
(i) its main investment focus incorporates ESG factors; and
(ii) at least 70 % of NAV of the Fund Property is invested in accordance with the investment strategy.
(f) A Credit Fund, which is an Exempt Fund and a Domestic Fund that:
(i) is closed-ended; and
(ii) has its activities limited:
(A) primarily to investment in Credit Facilities, whether by origination, purchase or participation;
(B) to activities related to (A), including investment in the equity of a legal entity to which the Credit Fund lends or the Group to which it belongs; and
(C) to the holding of Investments (other than a Digital Asset) for the purposes of cash management or hedging.
Guidance
A Credit Fund may hold other assets (except Digital Assets) when held in conjunction with a Credit Facility the Credit Fund has invested in, such as assets over which the Credit Fund has enforced collateral security it holds.
A Fund which holds Investments for the purposes of investment, cash management or hedging which does not enter into Credit Facilities for the purpose of extending Credit is not a Credit Fund.
(g) A Digital Asset Fund, which is a Fund that:
(i) invests in Digital Assets that have been admitted to trading on an AFSA licensed Digital Asset Trading Facility; and
(ii) can invest in Digital Assets mentioned in (i) even if they are not traded on AFSA licensed Digital Asset Trading Facility; provided that the trading facility on which the Digital Assets are traded is regulated by a Financial Services Regulator in a jurisdiction that:
(A) is listed as a Compliant Country or Territory by the Financial Action Task Force;
(B) complies with OECD standards for the exchange of tax information, including adherence to multilateral agreements in respect of the exchange of information; and
(C) has appropriate co-operation arrangements in place with the AFSA to ensure co-operation including the exchange of information between regulatory authorities.
(h) An Investment Token Fund or Qualified Investment Token Fund, which is a Fund whose main purpose is investing in Investment Tokens or Qualified Investment Tokens respectively.
(j) An Exchange Traded Fund (or ETF), which is a Fund that:
(i) is constituted as an open-ended Public Fund;
(ii) has its Units available for trading throughout the day on an exchange that meets the criteria in (iii)(B); and
(iii) has at least one market maker (Authorised Participant) who:
(A) purchases and redeems ‘creation Units’ of the Fund from the Fund Manager; and
(B) is prepared to buy and sell Units of the Fund throughout the day on the exchange, but only if the exchange is operated by an Authorised Market Institution or regulated by a Financial Services Regulator in a jurisdiction that has appropriate co-operation arrangements in place with the AFSA to ensure co-operation (including the exchange of information between regulatory authorities).
(k) A Money Market Fund, which is a Fund:
(i) whose investment objectives are to preserve the capital of the Fund and provide daily liquidity, while achieving returns that are in line with money market rates; and
(ii) whose NAV must be maintained:
(A) constant at par (net of earnings); or
(B) at the value of a Unitholder’s initial capital plus earnings. [intentionally omitted]
2.5. Secondary transactions and excluded Offers
A Person does not market a Collective Investment Scheme in the AIFC for the purposes of these Rules by Offering to sell or transfer a Unit that is owned by that Person if the Offer to sell or transfer is capable of acceptance only by the Person to whom that Offer is made.
Guidance
Rule 2.5 is intended to exclude personal sales or transfers of Units from being subject to the requirements in CIS relating to the marketing of Collective Investment Schemes. As a result, an offer to sell Units that is made by a Unitholder to a sole other Person will not be caught by the rules on requirements (for example, the seller is not required to be a Domestic Fund Manager, Foreign Fund Manager or Centre Participant in accordance with Rule 2.1 merely in order to sell the Units that it owns). However, depending on the nature of the transaction, the seller may be subject to the rules in financial promotion and may need to be licensed for another Regulated Activity, such as Dealing in Investments as Principal.
3. ARRANGEMENTS NOT AMOUNTING TO A COLLECTIVE INVESTMENT SCHEME
3.1. Application
This chapter sets out arrangements that do not amount to a Collective Investment Scheme in specified circumstances and specific categories of arrangements that do not constitute Collective Investment Schemes.
3.2. Exclusions
An arrangement is not a Collective Investment Scheme if it falls within one or more of the circumstances or categories of arrangement specified in this chapter.
3.3. Schemes not operated by way of business
An arrangement is not a Collective Investment Scheme if it is not operated by way of business.
Guidance
For the purposes of Rule 3.3, a person shall be treated as operating an arrangement by way of business if that person:
(a) operates the arrangement in a manner which in itself constitutes the carrying on of a business;
(b) holds himself out as willing and able to engage in the business of operating a Collective Investment Scheme; or
(c) regularly solicits other persons to engage with him in transactions related to that activity.
3.4. Deposits
An arrangement is not a Collective Investment Scheme if the whole amount of each participant's contribution is a deposit which is accepted by a Person who is licensed to accept deposits.
3.5. Common accounts
An arrangement is not a Collective Investment Scheme if:
(a) the rights or interests of each participant in the arrangement are rights or interests in money held in a common account; and
(b) the money is held in the account on the understanding that an amount representing the contribution of each participant is to be applied in making payments to him or in satisfaction of sums owed by him or in the acquisition of property for him or the provision of services to him.
Guidance
The exclusion in Rule 3.5 is intended to apply to an arrangement where each participant has a right or interest to an amount of money in a common account. For example, this will apply where a firm has a general client account that receives money from the firm's clients that is used to pay for services or is set off against amounts owed by those clients.
3.6. Commercial activities unrelated to Regulated Activities
An arrangement is not a Collective Investment Scheme if each of the participants in the arrangement:
(a) carries on a business which does not involve the carrying on of any Regulated Activity or an activity which would be such an activity were it not for any applicable exclusion; and
(b) enters into the arrangement for commercial purposes related to that business where that participant carries on that business by virtue of being a participant in the arrangement.
3.7. Group arrangements
(a) Subject to (b), an arrangement is not a Collective Investment Scheme if each of the participants is a Body Corporate in the same Group as the Person undertaking the Collective Investment Scheme management function in relation to the arrangement.
(b) Prior to setting up the arrangement, the participants may elect to treat the arrangement as a Collective Investment Scheme by notifying the AFSA of their intention to do so.
3.8. Franchise arrangements
An arrangement is not a Collective Investment Scheme if the arrangement is a franchise arrangement.
3.9. Clearing services
An arrangement is not a Collective Investment Scheme if the purpose of the arrangement is the provision of clearing services and the services are operated by an Authorised Market Institution.
3.10. Certificates or Options
An arrangement is not a Collective Investment Scheme if the rights or interests of the participants in the arrangement are Certificates or Options.
3.11. Time‐share and other 'property‐enjoyment' related arrangements
An arrangement is not a Collective Investment Scheme:
(a) if the rights or interests of each of the participants in the arrangement are time share rights; or
(b) if:
(i) the predominant purpose of the arrangement is to enable the participants to share in the use or enjoyment of property or to make its use or enjoyment available gratuitously to others; and
(ii) the property to which the arrangement relates does not consist of or include Investments of the currency of any country or territory or which would be Investments if not for any applicable exclusion.
3.12. Bodies corporate not undertaking investment management
An arrangement is not a Collective Investment Scheme if the arrangement comprises a closed-ended Body Corporate, unless on reasonable grounds the purpose or effect of such an arrangement appears to be the investment management, in the exercise of discretion for a collective purpose, of investments, for the benefit of the shareholders or partners.
3.13. Debentures and Warrants of a single issuer
(a) An arrangement is not a Collective Investment Scheme if the rights or interests of the participants in the arrangement are represented by a Debenture or Warrant:
(i) where the issuer of the Debenture or Warrant is a single issuer, and if that issuer is:
(1) a Body Corporate, it is neither an open‐ended investment company nor a closed‐ended investment company the intent or purpose of which is investment management; or
(2) not a Body Corporate, the rights and interests of the Debenture or Warrant holder are guaranteed by the government of any country or territory; and
(ii) which, if it is a convertible Security, the underlying Securities to which the Debenture or Warrant holder is entitled are Shares or Debentures issued, or to be issued, by the same issuer as the issuer of the Debenture or Warrant or single other issuer.
(b) An arrangement that is not a Collective Investment Scheme by virtue of Rule 3.13(a) does not become a Collective Investment Scheme merely because one of the participants in the arrangement is a person:
(i) whose ordinary business involves him engaging in an activity that is a Regulated Activity or that would fall within an applicable exclusion from a Regulated Activity; and
(ii) whose rights or interests in the arrangement are, or include, rights or interests in a swap arrangement under which he facilitates the making of payments to participants whether in a particular amount or currency or at a particular time or rate of interest or all or any combination of those things in settlement of the rights and interests of the other participants in the arrangement.
3.14. Insurance
An arrangement is not a Collective Investment Scheme if it is a contract of insurance.
3.15. Profit Sharing Investment Accounts (PSIAs)
An arrangement is not a Collective Investment Scheme if it is an account or portfolio which is either an Unrestricted or Restricted Profit Sharing Investment Account offered by an Authorised Firm licensed by the AFSA to manage such PSIAs.
3.16. Discretionary Portfolio Accounts
An arrangement is not a Collective Investment Scheme if it is a portfolio or account managed under a discretionary portfolio management agreement.
3.17. Single Family accounts
(a) Subject to (b), an arrangement is not a Collective Investment Scheme if every participant in the arrangement is a member of a Single Family.
(b) Prior to setting up the arrangement, the participants may elect to treat the arrangement as a Collective Investment Scheme by notifying the AFSA of their intention to do so.
(c) For the avoidance of doubt, where an arrangement is treated as a Collective Investment Scheme pursuant to subrule (2), the exclusion in GEN 1.1.17 shall not apply in respect of the Regulated Activity of Managing a Collective Investment Scheme or any other Regulated Activity to the extent it is carried on in connection with the management or operation of that Collective Investment Scheme.
3.18. Sukuk
An arrangement is not a Collective Investment Scheme if the rights or interests of the participants are evidenced by sukuk certificates where the holders of the certificates are entitled to rely on the credit worthiness of:
(a) the issuer of the sukuk certificates; or
(b) any other Person who has assumed obligations under the sukuk certificates,
for obtaining their rights and benefits arising under the certificates.
3.19. Employee reward schemes
An arrangement is not a Collective Investment Scheme if the arrangement is for the purposes of enabling or facilitating the operation of an employee compensation or reward scheme where the arrangement:
(a) makes securities available only to:
(i) an Employee or former Employee of the Issuer or of another member of the same Group as the issuer of such securities; or
(ii) a Close Relative of any such Employee; and
(b) is operated by the issuer of the securities or by a member of the same Group as the issuer or by a trustee who, in pursuance of the arrangements, holds the securities issued by the issuer for the benefit of any eligible Persons referred to in Rule 3.19(a)(i) or (ii).
3.20. Carried interest vehicles
An arrangement is not a Collective Investment Scheme if it is a carried interest vehicle which is established solely for the purposes of enabling any officers, directors or employees of a Fund Manager or their related persons, to participate in carried interest or similar profit generated by one or more Collective Investment Schemes or other investment management arrangements.
3.21. Other circumstances
The AFSA may determine that a specific form of arrangements is not a Collective Investment Scheme on the application of any Person with an interest in those arrangements. Any such determination by the AFSA may apply in the case of individual arrangements or generally in respect of arrangements that share similar characteristics.
4. REGISTRATION AND NOTIFICATION REQUIREMENTS
4.1. Application and requirement for registration and notification
This chapter applies to:
(a) any Domestic Fund that is managed by a Domestic Fund Manager;
(b) any Domestic Fund that is managed by a Foreign Fund Manager;
(c) any Foreign Fund managed by a Domestic Fund Manager; and
(d) any Centre Participant that wishes to market a Fund in the AIFC. [intentionally omitted]
4.2. Application for registration
(a) The following entities must apply to the AFSA to register the following types of Fund:
(i) a Domestic Fund Manager that intends to manage a Non-Exempt Fund; and
(ii) a Centre Participant that wishes to market a Non-Exempt Fund in the AIFC; and [intentionally omitted]
(iii) a Foreign Fund Manager that intends to manage an Exempt Fund.
(aa) If the Fund is an Investment Trust, then the Trustee and Fund Manager must jointly apply.
(b) The Fund Manager or Centre Participant, and if applicable, the Trustee must complete and submit the appropriate registration form or forms to the AFSA (which registration form(s) must be in such form as the AFSA may from time to time prescribe).
(c) The Fund Manager or Centre Participant, and if applicable, the Trustee must specify in the registration form if the Fund is to be registered as a Specialist Fund.
(d) The registration form must be accompanied by:
(i) copies of the Fund's Constitution and Offering Materials, unless the Fund is a Corporate Treasury Centre Fund; and
(ii) certification by the Fund Manager and (where applicable) the Trustee that the Constitution and Offering Materials comply with any relevant requirements prescribed under these Rules and any other applicable regulations of the AFSA; and
(iii) such other information as the AFSA may from time to time request.
(e) If, at any time between the filing of an application for registration and the grant of a registration, the Fund Manager or Centre Participant or, if appointed, the Trustee becomes aware of any material change, error, or omission reasonably likely to be relevant to the application under consideration, it must inform the AFSA in writing of such change without delay.
(f) In assessing an application for registration, the AFSA may:
(i) make any enquiries which it considers appropriate, including enquiries independent of the relevant Fund Manager or Centre Participant and Trustee; and
(ii) require the relevant Fund Manager or Centre Participant and Trustee to provide further information in support of the application for registration.
4.3. Requirements for registration
The AFSA will register a Fund only if:
(a) the incorporation or other legal formalities relating to the formation of the Fund are completed; and
(b) the fund manager is either:
(i) authorised as a Fund Manager by the AFSA; or
(ii) a Foreign Fund Manager that is authorised by a Financial Services Regulator:
(1) in a Recognised Jurisdiction; or
(2) in a jurisdiction that is otherwise acceptable to the AFSA pursuant to Schedule 3; and
(ba) the Fund, if it is an Investment Trust, has a Trustee which meets the requirements in these Rules;
(bb) the Fund, if it is a Domestic Fund, is constituted as an Investment Company, Limited Partnership or Investment Trust;
(c) the Fund has arrangements satisfactory to the AFSA in relation to the administration of the Fund and custody and valuation of the Fund's property; and
(d) the Fund has appointed an auditor satisfactory to the AFSA; and
(e) the name and purpose of the Fund is not, in the opinion of the AFSA, undesirable or misleading and the purpose of the Fund is reasonably capable of being successfully carried into effect; and
(f) if the Fund Manager is a Foreign Fund Manager, the Foreign Fund Manager has:
(i) appointed a Fund Administrator, a Trustee (if the Fund is structured as an Investment Trust) and Eligible Custodian in accordance with the requirements of CIS 8;
(ii) included in its application for registration a declaration stating that it is subject to regulation by a Financial Services Regulator:
(A) in a Recognised Jurisdiction; or
(B) in a jurisdiction that is not recognised by the AFSA; and
(iii) submitted to the AFSA a copy of its licence to manage funds granted by its home state Financial Services Regulator.
4.4. Rejection of an application
(a) The AFSA may refuse to grant an application for the registration of a Fund if it is not satisfied that the requirements referred to in these Rules have been met or if it otherwise considers that registration of the Fund is undesirable.
(b) The AFSA will provide notice of any refusal to register a Collective Investment Scheme to the relevant Fund Manager or Centre Participant.
(c) A Fund Manager or Centre Participant may refer the refusal to register any Collective Investment Scheme to the AFSA for review.
4.5. Granting registration
(a) The AFSA will provide notice of the grant and effective date of registration of a Fund to the relevant Fund Manager or Centre Participant. [intentionally omitted]
(aa) The AFSA may grant an application for registration of a Fund either without conditions, restrictions or requirements or with such conditions, restrictions or requirements as it considers appropriate.
(ab) Where the AFSA grants an application for registration of a Fund, it will provide notice of the grant and effective date of registration of a Fund to the Fund Manager and, if relevant, the Trustee.
(b) The AFSA will maintain publicly available lists of all Funds which have been registered with the AFSA as:
(i) Non-Exempt Funds; or
(ii) Exempt Funds managed by a Foreign Fund Manager.
4.6. Withdrawal of registration
(a) The AFSA may withdraw the registration of a Fund in the circumstances specified in section 94 of the Framework Regulations.
(b) The Fund Manager of a registered Fund or relevant Centre Participant may request that the AFSA withdraws the registration of that Fund. The AFSA may withdraw the registration of a Fund if the AFSA is satisfied that to do so would not prejudice the interests of participants in that Fund.
4.7. Requirements for notification
(a) A The following Fund Managers must notify the AFSA, of its intention to manage a Fund as soon as reasonably practicable before launch, of their intention to manage the following types of Funds if that Fund is not required to be registered in accordance with Rule 4.2.
(i) a Domestic Fund Manager that intends to manage an Exempt Fund; and
(ii) a Domestic Fund Manager that intends to manage a Foreign Fund.
(b) The AFSA may prescribe the form of the notification, which must include the following information:
(i) the Constitution of the Fund;
(ii) the Offering Materials relating to the Fund; and
(iii) such other information as the AFSA may prescribe.
Guidance
For the purposes of Rule 4.7(a), "as soon as reasonably practicable before launch" will require a minimum of at least seven days' notice before the launch of the Fund.
4-1. RECOGNITION OF FOREIGN FUND MANAGERS
4-1.1. Application procedure
A Foreign Fund Manager may apply to the AFSA for recognition by the AFSA for the purposes of managing a Fund by:
(a) completing the form prescribed in Schedule 4 and filing the form with the AFSA accompanied by such documents as are specified in the form;
(b) providing such further information as the AFSA may require; and
(c) paying the fee prescribed in the Fees Rules to the AFSA.
4-1.2. Recognition requirements
An applicant for recognition as a Foreign Fund Manager must satisfy the AFSA that the requirements of CIS 4.3 (b)(ii) and (f) are met.
5. MARKETING REQUIREMENTS
5.1. Application
(a) Rules 5.1-1, 5.1-3, 5.2(c) and 5.3 (excluding 5.3(b)(i) and (j)) apply to all Funds (whether Exempt or Non-Exempt Funds) that are Offered to investors in the AIFC.
(b) Rules 5.2(b) and 5.3(b)(i) and (j) apply to Exempt Funds only.
(c) Rule 5.2(a) applies to Non-Exempt Funds only.
(d) Rule 5.1-2 applies to Foreign Funds only.
5.1-1. Marketing prohibition
A Person shall not Offer a Unit of a Fund to a prospective or existing investor in the AIFC unless:
(a) the Person making the Offer is either the Fund Manager of the Fund or an Authorised Firm whose Licence authorises it to do so; and
(b) the Offer is made in accordance with the requirements in these Rules.
5.1-2. Requirements for marketing of Foreign Funds
(a) An Authorised Firm may only Offer a Unit of a Foreign Fund if:
(i) the Foreign Fund is established:
(A) in a Recognised Jurisdiction; or
(B) in a jurisdiction that is otherwise acceptable to the AFSA pursuant to Schedule 3;
(ii) the Authorised Firm has a reasonable basis for recommending the Unit of the Foreign Fund as suitable for the particular Client to whom the Offer is made; or
(iii) the Foreign Fund is a type of Fund that:
(A) has its Units offered to persons only by way of a private placement;
(B) has its Units offered to persons who meet the criteria to be classified as Professional Clients; and
(C) requires an initial subscription of at least US$50,000 to be paid by a person to become a Unitholder in the Fund.
(iv) it complies with these Rules.
(c) An Authorised Firm which makes an Offer of a Unit of a Foreign Fund must maintain at its place of business or other designated location in the AIFC copies of the relevant Offering Materials for inspection by Clients and by the AFSA during normal business hours.
5.1-3. Notification requirement
(a) An Authorised Firm, within 30 days prior commencing marketing of any Fund in the AIFC, notify the AFSA of certain details relating to the Fund, being:
(i) the name of the Fund;
(ii) the structure and type of vehicle of the Fund; and
(iii) the investment policy and strategy of the Fund.
(b) The AFSA may require such notification to contain, and be accompanied by, such other information as the AFSA may reasonably require.
(c) Subrule (a) does not require a Fund Manager to make any notification to the AFSA in respect of a Fund where a registration or notification has already been made in respect of that Fund under Chapter 4.
5.2. General requirements
The following requirements apply:
(a) In respect of Non-Exempt Funds:
(i) The Units or other securities of a Non-Exempt Fund may not be Offered prior to the effective date of registration of that Non-Exempt Fund under these Rules.
(ii) Copies of any Offering Materials relating to a Non-Exempt Fund must be filed with the AFSA prior to their use (including any amendments to those Offering Materials) and must comply with the content requirements for Offering Materials specified by these Rules.
(b) In respect of Exempt Funds:
(i) The Units or other securities of an Exempt Fund managed by a Foreign Fund Manager may not be Offered prior to the date of registration of that Exempt Fund to the AFSA under these Rules.
(ii) A Fund Manager or other Centre Participant which Offers Units or other securities of an Exempt Fund is responsible for ensuring that the requirements of this chapter are complied with in respect of that Fund before commencing the Offering of that Fund and must maintain appropriate written records verifying that compliance which must be made available to the AFSA on request.
(iii) The Fund Manager must notify the AFSA of any amendments to the Offering Materials of an Exempt Fund.
(c) In respect of all Funds (Exempt and Non-Exempt Funds):
(i) Any person Offering Units or other securities of a Fund must comply with the Rules regarding Financial Promotions.
(ii) A Fund Manager must make the Fund’s Constitution and most recent Offering Materials available free of charge to a Unitholder or a prospective Unitholder, and must do so:
(A) in the case of an existing Unitholder, before the Unitholder acquires, or enters into an agreement to acquire, an additional Unit in the Fund; and at any other time, on the Unitholder’s request; and
(B) in the case of a prospective Unitholder, before that person acquires, or enters into an agreement to acquire, a Unit in the Fund.
5.3. Content requirements for Offering Materials
(a) All Offering Materials relating to a Fund must be clear, fair and not misleading.
(b) A Fund Manager (other than the Fund Manager of a Corporate Treasury Fund) must give to a potential investor Offering Materials and other documentation that contain all the information which a person and his professional advisers would reasonably require and expect to be able to make an informed decision to become a Unitholder of the Fund, including the following:
(i) a description of the investment objective, policy and strategy of the Fund, information on where any master fund is established and where the underlying funds are established if the Fund is a fund of funds, a description of the types of assets in which the Fund may invest, the techniques it may employ and all associated risks, any applicable investment restrictions, the circumstances in which the Fund may use leverage, the types and sources of leverage permitted and the associated risks, any restrictions on the use of leverage and any collateral and asset reuse arrangements, and the maximum level of leverage which the Fund may utilise; and
(ii) a description of the procedures by which the Fund may change its investment strategy or investment policy, or both; and
(iii) a description of the main legal implications of the contractual relationship entered into for the purpose of investment, including information on jurisdiction, on the applicable law and on the existence or not of any legal instruments providing for the recognition and enforcement of judgments in the territory where the Fund is established; and
(iv) the identity of the Fund Manager, custodian or depositary, auditor and any other service providers for the Fund and a description of their duties and Unitholder's rights in respect of those persons; and
(v) a description of any functions that have been delegated by the Fund Manager and any other of the Fund's service providers, the identification of each such delegate and any conflicts of interest that may arise from such delegations; and
(vi) a description of the Fund's valuation procedure and of the pricing methodology for valuing assets; and
(vii) a description of the Fund's liquidity risk management, including the redemption rights both in normal and in exceptional circumstances, and the existing redemption arrangements with Unitholders; and
(viii) a description of all fees, charges and expenses and of the maximum amounts thereof which are directly or indirectly borne by Unitholders; and
(ix) a description of how the Fund ensures a fair treatment of Unitholders and, whenever a Unitholder obtains preferential treatment or the right to obtain preferential treatment, a description of that preferential treatment, the type of Unitholders who obtain such preferential treatment and, where relevant, their legal or economic links with the Fund or the Fund Manager; and
(x) the latest annual report for the Fund, if applicable; and
(xi) the procedure and conditions for the issue and sale of units or shares of the Fund; and
(xii) where available, the latest NAV of the Fund and its units or shares or the latest market price per unit or share of the Fund; and
(xiii) where available, information regarding the historical performance of the Fund; and
(xiv) if relevant, the identity of any prime broker for the Fund and a description of any material arrangements with that prime broker and the way the conflicts of interest in relation thereto are managed, information about the possibility of transfer and reuse of the Fund's assets by the prime broker, and information about any transfer of liability to the prime broker that may exist; and
(xv) the total amount of leverage employed by the Fund; and
(xvi) the life of the Fund, the ability to terminate the Fund and the process by which the Fund may be terminated; and
(xvii) a description of the arrangements in place for the safekeeping of cash held by or on behalf of the Fund pending investment or distribution to Unitholders.
(c) All Offering Materials relating to a Foreign Fund must include information on the jurisdiction and regulatory regime applicable to the Foreign Fund and its fund manager.
(d) If a Fund is a Listed Fund, the Fund Manager must provide in the Fund’s Offering Materials a description of the arrangements for listing of the Units and the listing venues on which Units of the Listed Fund may be traded.
(e) If a Foreign Fund is required to provide a summary or key information document to investors in any jurisdiction, that document must also be provided to potential investors in the AIFC.
(f) If at any time, there is a material change affecting any matter contained in the Offering Materials for a Fund or a significant new matter arises, the Fund must either before or promptly following the effective date of such material change or new matter, issue updated Offering Materials which clearly explain the material change or significant new matter.
(g) All Offering Materials relating to a Fund, including the information required under these Rules (as applicable) must be made available in the English language.
(h) All Offering Materials relating to a Fund must include the following statement displayed prominently on its front page:
"The Astana Financial Services Authority has no responsibility for reviewing or verifying any offering materials, particulars or other documents in connection with this Fund. Accordingly, the Astana Financial Services Authority has not reviewed, nor taken any steps to verify, this document, the information it contains, or any other documents relating to the Fund and has no responsibility for it. The securities to which this document relates may be illiquid or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence. If you do not understand the contents of this document you should consult an authorised financial adviser."
(i) All Offering Materials relating to an Exempt Fund must prominently disclose the following statement to prospective Unitholders:
"This Fund is an Exempt Fund for the purposes of the Collective Investment Scheme Rules. It is intended only for sophisticated investors and is not subject to many of the requirements of the Collective Investment Scheme Rules."
(j) All Offering Materials relating to an Exempt Fund managed by a Foreign Fund Manager must prominently disclose the following statement to prospective Unitholders:
"The fund manager of this Fund is not subject to regulation by the Astana Financial Services Authority."
(k) Information relating to an Umbrella Fund:
(i) Whether the Fund is constituted as a Protected Cell Company or is using contractual arrangements to segregate Sub-Funds.
(ii) A statement that Unitholders may exchange Units of one Sub-Fund for Units in another Sub-Fund of the Umbrella Fund.
(iii) Whether an exchange of Units in one Sub-Fund for Units in another Sub-Fund is treated as a redemption of Units, and resale or reissue of Units in the relevant Sub-Fund, and costs and fees associated with such redemption, resale or reissue.
(iv) Policy for allocating between Sub-Funds any assets of, or costs, charges and expenses payable out of, the Fund Property which are not attributable to any particular Sub-Fund.
(v) Information relating to any cross-liability that may occur between Sub-Funds if the Fund is not using the PCC structure.
(vi) In respect of each Sub-Fund, if the currency is not the base currency of the Umbrella Fund, the currency in which the Fund Property allocated.
(l) Information relating to a Feeder Fund:
(i) Whether the Fund is investing in:
(A) Real Property only; or
(B) Securities issued by Bodies Corporate whose main activities are investing in, dealing in, developing or redeveloping Real Property only; or
(C) a combination of (A) and (B).
(ii) What percentage of the Property Fund’s net assets may consist of property related assets, referred to in 3.1(b), which are not traded in or dealt on markets provided for in the Constitution.
(iii) Unless the Constitution and the Offering Materials state that the Fund invests in a single property, the maximum percentage of the Fund’s net assets which may be invested in any single property or, if applicable, the conditions under which the Fund may derogate from this restriction.
(iv) The maximum percentage of the Property Fund’s net assets which may be invested in properties which are vacant, in the process of development or requiring development.
(v) The maximum percentage of the Property Fund’s net assets which may be invested in properties which are subject to a mortgage.
(vi) For investment in Real Property:
(A) the countries or territories in which the Fund may invest;
(B) the types of Real Property in which the Fund may invest and the policy in relation to encumbrances and lease period, if applicable;
(C) the policy of the Fund Manager in relation to insurance of Real Property forming part of the Fund Property;
(D) the risks involved in this type of Fund;
(E) details of the Property Fund’s appointed valuer under CIS 6.10.(b);
(F) a statement to explain the standards according to which the property valuations are conducted;
(G) a statement with respect to any material policy regarding Real Property activities;
(H) details of significant holders and the number of units held and deemed to be held by each of them;
(I) details of principal taxes levied on the Fund’s income and capital, including tax, if any, deducted on distribution to Unitholders; and
(J) if the Fund is a REIT, whether the investment vehicle is an Investment Company or Limited Partnership.
(vii) If the Fund is a single Property Fund:
(A) a prominent statement that the Fund invests in a single property;
(B) the details relating to the single property, such as whether the property comprises individual properties or buildings, whether there are different types of uses or businesses conducted in the property, and proportions of anticipated income to be derived from the types of uses or occupants of the property; and
(C) any risks associated with the investment in the single property, including risks arising from or affecting income to be derived from the uses or occupants of the property.
(viii) If the Fund Manager itself acts as the custodian of Real Property, in accordance with CIS 7.3.(e):
(A) a prominent statement that it acts as the custodian of the Real Property;
(B) disclosure of risks that may arise as a result of it acting as custodian rather than delegating the function to an Eligible Custodian; and
(C) the measures and safeguards it has in place to ensure the proper segregation and protection of the Real Property.
(ix) Disclosure of:
(A) details of any transactions or agreements entered into with Related Parties;
(B) full particulars of the nature and extent of the interest, if any, of Related Parties in the property owned or proposed to be acquired by the Fund; and
(С) whether the Fund Manager has Unitholder approval to enter into Related Party Transactions.
(m) Information relating to an ESG Fund:
(i) a description of the investment objective, policy and strategy incorporating an ESG Fund’s investment focus;
(ii) a Fund Manager of an ESG Fund must ensure that Offering Materials do not refer to an “ESG Fund”, or otherwise includes or uses ESG-related or similar terms, unless the Fund meets the criteria in 2.4.1(e);
(iii) a list of ESG criteria used to measure the attainment of the fund’s ESG focus;
(iv) a description of the sustainable investing strategy used by the scheme to achieve its ESG focus, the binding elements of that strategy in the investment process, and how the strategy is implemented in the investment process on a continuous basis;
(v) where the Fund uses a benchmark index to measure the attainment of its ESG focus, an explanation of how the benchmark index is consistent with or relevant to its investment focus;
(vi) where the Fund uses a benchmark index for financial performance measurement only, a statement of that fact; and
(vii) risks associated with the Fund’s investment focus and strategy;
(viii) any ESG-related terms used must be clearly defined.
(n) If a Fund is a Credit Fund, the Offering Materials issued or distributed in respect of a Credit Fund must include a prominent risk warning which draws attention to the unique risks which arise from investing in Credit and how the value of an investment in a Credit Fund is not guaranteed and is subject to the possibility of investment losses and illiquidity. In addition, the Offering Materials must include:
(i) information on the risk and reward profile to enable investors to identify the specific risks associated with a loan origination strategy;
(ii) information on the extent to which the Credit Fund intends to be concentrated as regards individual entities, geographical locations and sectors and the risks arising from those proposed concentrations;
(iii) details of the credit assessment and monitoring process used by the Credit Fund; and
(iv) information on whether the Fund Manager will provide Unitholders or potential Unitholders with access to records and staff for the purposes of a due diligence process as well as the terms and conditions under which such access may be granted.
(o) Information relating to a Digital Asset Fund:
(i) the essential characteristics of the Digital Asset, including the rights and obligations conferred by it and details of the Person or Persons responsible for meeting the obligations and against whom the rights can be exercised;
(ii) details of the DLT that is used to issue, store or transfer the Digital Asset;
(iii) whether the Digital Asset will be admitted to trading on a Digital Asset Trading Facility or other facility and, if not, details as to how the Digital Asset can be transferred or redeemed, how that might impact its liquidity and any resulting risks;
(iv) details of cybersecurity risks associated with the Digital Asset or its underlying technology, including whether there is a risk of loss of the Digital Asset in the event of a cyber attack, and details of steps that have been, or can be taken, to mitigate those risks;
(v) details of other risks associated with the use of the DLT application, particularly those relating to Digital Wallets and the susceptibility of private cryptographic keys to misappropriation; and
(vi) any other information relevant to the Digital Asset that would reasonably assist a prospective investor in making an informed decision about investing in the Digital Asset.
(p) Information relating to an Investment Token Fund or Qualified Investment Token Fund, or a Tokenised Fund:
(i) a statement that the document constitutes Offering Materials for an Investment Token Fund or Qualified Investment Token Fund, or a Tokenised Fund;
(ii) if the Fund is an Investment Token Fund or Qualified Investment Token Fund, a statement of the percentage of the Fund Property held, or intended to be held, as Tokens;
(iii) if the Fund is a Tokenised Fund, a statement of the percentage of Units in the Fund that are tokenised or intended to be tokenised;
(iv) in case of an Investment Token Fund or Qualified Investment Token Fund, the essential characteristics of the Tokens, including the rights and obligations conferred by it and details of the Person or Persons responsible for meeting the obligations and against whom the rights can be exercised.
(v) in the case of a Tokenised Fund, the essential characteristics of the underlying, including the rights and obligations conferred by it and details of the Person or Persons responsible for meeting the obligations and against whom the rights can be exercised;
(vi) details of the DLT that is used to issue, store or transfer the Tokens held as a Fund Property or tokenised Units;
(vii) whether the Tokens held as a Fund Property will be admitted to trading on an Authorised Market Institution, Multilateral Trading Facility, Organised Trading Facility or other facility and, if not, details as to how the Tokens can be transferred or redeemed, how that might impact its liquidity and any resulting risks;
(viii) details of cybersecurity risks associated with the Token held as a Fund Property or tokenised Unit, or its underlying technology, including whether there is a risk of loss of the Token or tokenised Unit in the event of a cyber attack, and details of steps that have been, or can be taken, to mitigate those risks;
(ix) details of other risks associated with the use of the DLT application, particularly those relating to Digital Wallets and the susceptibility of private cryptographic keys to misappropriation; and
(x) any other information relevant to the Tokens held as a Fund Property or tokenised Units that would reasonably assist a prospective investor in making an informed decision about investment.
(q) Information relating to an ETF:
(i) A Fund Manager of an ETF must include in its Offering Materials:
(A) the type of ETF and its characteristics;
(B) the risks associated with the type of ETF;
(C) the investment methodology and strategies the ETF proposes to adopt to track the referenced index or benchmark;
(D) a clear description of the relevant indices or other benchmark the ETF is designed to track, timely information about the underlying components (including their liquidity) of the relevant index or the benchmark and, if the Price Information Provider is a Related Party, that fact;
(E) clear signposts to guide investors to relevant websites or sources of information provided by Price Information Providers, as specified in Schedule 5;
(F) information about whether iNAV is made available by the relevant exchange, and if so, how this information can be accessed by investors;
(G) information on how the referenced index or benchmark will be tracked and the risks for investors in terms of exposure they have to the underlying index and any counterparty risk;
(H) a description of the key elements which may affect the ETF’s ability to track fully the relevant index or benchmark, including, but not limited to, transaction costs, illiquid segments, and dividend re-investment;
(I) in the case of a synthetic ETF using Derivatives to replicate the performance of an index or other benchmark:
(1) whether the ETF uses a funded or unfunded model to replicate the performance of the specified index or benchmark;
(2) if not already disclosed, information relating to the counterparties to the Derivatives transactions, and where collateral is used, details relating to such collateral; and
(3) a description of the risks associated with counterparty default and use of any collateral, the impact of those risks on the ETF’s performance and investor returns, and how such risks are to be mitigated;
(J) to the extent an ETF is required to have a diversified portfolio, how the ETF proposes to achieve diversification of investments through its investment strategy;
(K) if available, information about the past performance of the ETF, measured through its realised tracking difference and annual tracking error information, on the anticipated level of tracking error during normal market conditions, and how this will be effectively minimised; and
(L) information about the ETF’s Authorised Participant and if it is also a market maker in the ETF Units in the relevant exchange.
(ii) A Fund Manager of an ETF must include in its Offering Materials sufficient information to enable investors to clearly understand:
(A) the ETF’s cost structure, covering:
(1) any performance fees of the Fund Manager, if applicable;
(2) its operational costs; and
(3) if applicable, costs of underlying transactions (such as swaps, brokerage commissions and additional costs associated with leverage or use of collateral, and the rebalancing of the portfolio costs); and
(B) any revenue derived by the Fund Manager through the use of the ETF’s portfolio assets, and how that revenue is distributed between the ETF and the Fund Manager.
(r) Information relating to a Money Market Fund:
(i) A Fund Manager of a Money Market Fund that is a Public Fund must ensure that the Fund’s Offering Materials include a prominent warning:
(A) drawing to the attention of investors the different nature of a Unit in a Money Market Fund compared to a Deposit;
(B) that the capital of an investment in a Money Market Fund is not guaranteed; and
(C) that the value of Units in the Money Market Fund may fluctuate.
(ii) A Fund Manager of a Money Market Fund must specify in the Offering whether the Fund’s NAV is to be maintained:
(A) constant at par (net of earnings); or
(B) at the value of a Unitholder’s initial capital plus earnings.
5.4. Content requirements for Offering Materials
(a) All Offering Materials relating to a Fund must be clear, fair and not misleading.
(b) A Fund Manager (other than the Fund Manager of a Corporate Treasury Fund) must give to a potential investor Offering Materials and other documentation that contain all the information which a person and his professional advisers would reasonably require and expect to be able to make an informed decision to become a Unitholder of the Fund.
(c) If at any time, there is a material change affecting any matter contained in the Offering Materials for a Fund or a significant new matter arises, the Fund must either before or promptly following the effective date of such material change or new matter, issue updated Offering Materials which clearly explain the material change or significant new matter.
(d) Without limiting subrules (a) to (c), the Fund Manager must ensure that at all times the Offering Materials include the following:
(i) the information in Schedule 1-1;
(ii) if it is a specialist class of a Fund, any information as is relevant to that specialist class of Fund as set out in rule 5.6;
(iii) the mandatory statement required under rule 5.5;
(iv) in the case of a Foreign Fund, the following additional disclosures:
(A) information on the jurisdiction and regulatory regime applicable to the Foreign Fund and its fund manager;
(B) if the Foreign Fund is required to provide a summary or key information document to investors in any jurisdiction, that document must also be provided to potential investors in the AIFC.
(e) All Offering Materials relating to a Fund, including the information required under these Rules (as applicable) must be made available in the English language.
5.5. Mandatory statements
(a) A Fund Manager of an Exempt Fund and Non-Exempt Fund must include in the Fund’s Offering Materials the following statement displayed prominently on its front page:
"The Astana Financial Services Authority has no responsibility for reviewing or verifying any offering materials, particulars or other documents in connection with this Fund. Accordingly, the Astana Financial Services Authority has not reviewed, nor taken any steps to verify, this document, the information it contains, or any other documents relating to the Fund and has no responsibility for it. The securities to which this document relates may be illiquid or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence. If you do not understand the contents of this document you should consult an authorised financial adviser."
(b) A Fund Manager of an Exempt Fund must include, in addition to the statement referred to in subrule (a), the following statement:
"This Fund is an Exempt Fund for the purposes of the Collective Investment Scheme Rules. It is intended only for sophisticated investors and is not subject to many of the requirements of the Collective Investment Scheme Rules."
(c) A Fund Manager of an Exempt Fund managed by a Foreign Fund Manager must include, in addition to the statements referred to in subrules (a) and (b), the following statement:
"The fund manager of this Fund is not subject to regulation by the Astana Financial Services Authority."
(d) A Fund Manager of a Foreign Fund must include in addition the statement referred to in subrule (a), the following statement:
“These Offering Materials relate to a Fund which is not subject to any form of regulation or approval by the Astana Financial Services Authority”.
5.6. Additional disclosures for specialist Funds
5.6.1. Information relating to Umbrella Funds
A Fund Manager of an Umbrella Fund must ensure that the Fund’s Offering Materials disclose the following information:
(a) Whether the Fund is constituted as a Protected Cell Company or is using contractual arrangements to segregate Sub-Funds.
(b) A statement that Unitholders may exchange Units of one Sub-Fund for Units in another Sub-Fund of the Umbrella Fund.
(c) Whether an exchange of Units in one Sub-Fund for Units in another Sub-Fund is treated as a redemption of Units, and resale or reissue of Units in the relevant Sub-Fund, and costs and fees associated with such redemption, resale or reissue.
(d) Policy for allocating between Sub-Funds any assets of, or costs, charges and expenses payable out of, the Fund Property which are not attributable to any particular Sub-Fund.
(i) Information relating to any cross-liability that may occur between Sub-Funds if the Fund is not using the PCC structure.
(ii) In respect of each Sub-Fund, if the currency is not the base currency of the Umbrella Fund, the currency in which the Fund Property allocated.
5.6.2. Information relating to a Feeder Fund
A Fund Manager of a Feeder Fund must ensure that the Fund’s Offering Materials disclose the following information:
(a) Whether the Fund is investing in:
(i) Real Property only; or
(ii) Securities issued by Bodies Corporate whose main activities are investing in, dealing in, developing or redeveloping Real Property only; or
(iii) a combination of (A) and (B).
(b) What percentage of the Property Fund’s net assets may consist of property related assets, referred to in 3.1(b), which are not traded in or dealt on markets provided for in the Constitution.
(c) Unless the Constitution and the Offering Materials state that the Fund invests in a single property, the maximum percentage of the Fund’s net assets which may be invested in any single property or, if applicable, the conditions under which the Fund may derogate from this restriction.
(d) The maximum percentage of the Property Fund’s net assets which may be invested in properties which are vacant, in the process of development or requiring development.
(e) The maximum percentage of the Property Fund’s net assets which may be invested in properties which are subject to a mortgage.
(f) For investment in Real Property:
(i) the countries or territories in which the Fund may invest;
(ii) the types of Real Property in which the Fund may invest and the policy in relation to encumbrances and lease period, if applicable;
(iii) the policy of the Fund Manager in relation to insurance of Real Property forming part of the Fund Property;
(iv) the risks involved in this type of Fund;
(v) details of the Property Fund’s appointed valuer under CIS 6.10.(b);
(vi) a statement to explain the standards according to which the property valuations are conducted;
(vii) a statement with respect to any material policy regarding Real Property activities;
(viii) details of significant holders and the number of units held and deemed to be held by each of them;
(ix) details of principal taxes levied on the Fund’s income and capital, including tax, if any, deducted on distribution to Unitholders; and
(x) if the Fund is a REIT, whether the investment vehicle is an Investment Company, Limited Partnership or Investment Trust.
(g) If the Fund is a single Property Fund:
(i) a prominent statement that the Fund invests in a single property;
(ii) the details relating to the single property, such as whether the property comprises individual properties or buildings, whether there are different types of uses or businesses conducted in the property, and proportions of anticipated income to be derived from the types of uses or occupants of the property; and
(iii) any risks associated with the investment in the single property, including risks arising from or affecting income to be derived from the uses or occupants of the property.
(h) If the Fund Manager itself acts as the custodian of Real Property, in accordance with CIS 7.3.(e):
(i) a prominent statement that it acts as the custodian of the Real Property;
(ii) disclosure of risks that may arise as a result of it acting as custodian rather than delegating the function to an Eligible Custodian; and
(iii) the measures and safeguards it has in place to ensure the proper segregation and protection of the Real Property.
(i) Disclosure of:
(i) details of any transactions or agreements entered into with Related Parties;
(ii) full particulars of the nature and extent of the interest, if any, of Related Parties in the property owned or proposed to be acquired by the Fund; and
(iii) whether the Fund Manager has Unitholder approval to enter into Related Party Transactions.
5.6.3. Information relating to an ESG Fund
A Fund Manager of an ESG Fund must ensure that the Fund’s Offering Materials disclose the following information:
(a) a description of the investment objective, policy and strategy incorporating an ESG Fund’s investment focus;
(b) a Fund Manager of an ESG Fund must ensure that Offering Materials do not refer to an “ESG Fund”, or otherwise includes or uses ESG-related or similar terms, unless the Fund meets the criteria in 2.4.1(e);
(c) a list of ESG criteria used to measure the attainment of the fund’s ESG focus;
(d) a description of the sustainable investing strategy used by the scheme to achieve its ESG focus, the binding elements of that strategy in the investment process, and how the strategy is implemented in the investment process on a continuous basis;
(e) where the Fund uses a benchmark index to measure the attainment of its ESG focus, an explanation of how the benchmark index is consistent with or relevant to its investment focus;
(f) where the Fund uses a benchmark index for financial performance measurement only, a statement of that fact; and
(g) risks associated with the Fund’s investment focus and strategy;
(h) any ESG-related terms used must be clearly defined.
5.6.4. Information relating to a Credit Fund
If a Fund is a Credit Fund, the Offering Materials issued or distributed in respect of a Credit Fund must include a prominent risk warning which draws attention to the unique risks which arise from investing in Credit and how the value of an investment in a Credit Fund is not guaranteed and is subject to the possibility of investment losses and illiquidity. In addition, the Offering Materials must include:
(a) information on the risk and reward profile to enable investors to identify the specific risks associated with a loan origination strategy;
(b) information on the extent to which the Credit Fund intends to be concentrated as regards individual entities, geographical locations and sectors and the risks arising from those proposed concentrations;
(c) details of the credit assessment and monitoring process used by the Credit Fund; and
(d) information on whether the Fund Manager will provide Unitholders or potential Unitholders with access to records and staff for the purposes of a due diligence process as well as the terms and conditions under which such access may be granted.
5.6.5. Information relating to a Digital Asset Fund
A Fund Manager of an ESG Fund must ensure that the Fund’s Offering Materials disclose the following information:
(a) the essential characteristics of the Digital Asset, including the rights and obligations conferred by it and details of the Person or Persons responsible for meeting the obligations and against whom the rights can be exercised;
(b) details of the DLT that is used to issue, store or transfer the Digital Asset;
(c) whether the Digital Asset will be admitted to trading on a Digital Asset Trading Facility or other facility and, if not, details as to how the Digital Asset can be transferred or redeemed, how that might impact its liquidity and any resulting risks;
(d) details of cybersecurity risks associated with the Digital Asset or its underlying technology, including whether there is a risk of loss of the Digital Asset in the event of a cyber attack, and details of steps that have been, or can be taken, to mitigate those risks;
(e) details of other risks associated with the use of the DLT application, particularly those relating to Digital Wallets and the susceptibility of private cryptographic keys to misappropriation; and
(f) any other information relevant to the Digital Asset that would reasonably assist a prospective investor in making an informed decision about investing in the Digital Asset.
5.6.6. Information relating to an Investment Token Fund or Qualified Investment Token Fund, or a Tokenised Fund
A Fund Manager of an ESG Fund must ensure that the Fund’s Offering Materials disclose the following information:
(a) a statement that the document constitutes Offering Materials for an Investment Token Fund or Qualified Investment Token Fund, or a Tokenised Fund;
(b) if the Fund is an Investment Token Fund or Qualified Investment Token Fund, a statement of the percentage of the Fund Property held, or intended to be held, as Tokens;
(c) if the Fund is a Tokenised Fund, a statement of the percentage of Units in the Fund that are tokenised or intended to be tokenised;
(d) in case of an Investment Token Fund or Qualified Investment Token Fund, the essential characteristics of the Tokens, including the rights and obligations conferred by it and details of the Person or Persons responsible for meeting the obligations and against whom the rights can be exercised.
(e) in the case of a Tokenised Fund, the essential characteristics of the underlying, including the rights and obligations conferred by it and details of the Person or Persons responsible for meeting the obligations and against whom the rights can be exercised;
(f) details of the DLT that is used to issue, store or transfer the Tokens held as a Fund Property or tokenised Units;
(g) whether the Tokens held as a Fund Property will be admitted to trading on an Authorised Market Institution, Multilateral Trading Facility, Organised Trading Facility or other facility and, if not, details as to how the Tokens can be transferred or redeemed, how that might impact its liquidity and any resulting risks;
(h) details of cybersecurity risks associated with the Token held as a Fund Property or tokenised Unit, or its underlying technology, including whether there is a risk of loss of the Token or tokenised Unit in the event of a cyber attack, and details of steps that have been, or can be taken, to mitigate those risks;
(i) details of other risks associated with the use of the DLT application, particularly those relating to Digital Wallets and the susceptibility of private cryptographic keys to misappropriation; and
(j) any other information relevant to the Tokens held as a Fund Property or tokenised Units that would reasonably assist a prospective investor in making an informed decision about investment.
5.6.7. Information relating to an ETF
A Fund Manager of an ETF must include in its Offering Materials:
(a) the type of ETF and its characteristics;
(b) the risks associated with the type of ETF;
(c) the investment methodology and strategies the ETF proposes to adopt to track the referenced index or benchmark;
(d) a clear description of the relevant indices or other benchmark the ETF is designed to track, timely information about the underlying components (including their liquidity) of the relevant index or the benchmark and, if the Price Information Provider is a Related Party, that fact;
(e) clear signposts to guide investors to relevant websites or sources of information provided by Price Information Providers, as specified in Schedule 5;
(f) information about whether iNAV is made available by the relevant exchange, and if so, how this information can be accessed by investors;
(g) information on how the referenced index or benchmark will be tracked and the risks for investors in terms of exposure they have to the underlying index and any counterparty risk;
(h) a description of the key elements which may affect the ETF’s ability to track fully the relevant index or benchmark, including, but not limited to, transaction costs, illiquid segments, and dividend re-investment;
(i) in the case of a synthetic ETF using Derivatives to replicate the performance of an index or other benchmark:
(i) whether the ETF uses a funded or unfunded model to replicate the performance of the specified index or benchmark;
(ii) if not already disclosed, information relating to the counterparties to the Derivatives transactions, and where collateral is used, details relating to such collateral; and
(iii) a description of the risks associated with counterparty default and use of any collateral, the impact of those risks on the ETF’s performance and investor returns, and how such risks are to be mitigated;
(j) to the extent an ETF is required to have a diversified portfolio, how the ETF proposes to achieve diversification of investments through its investment strategy;
(k) if available, information about the past performance of the ETF, measured through its realised tracking difference and annual tracking error information, on the anticipated level of tracking error during normal market conditions, and how this will be effectively minimised; and
(l) information about the ETF’s Authorised Participant and if it is also a market maker in the ETF Units in the relevant exchange, that fact.
(m) sufficient information to enable investors to clearly understand:
(i) the ETF’s cost structure, covering:
(A) any performance fees of the Fund Manager, if applicable;
(B) its operational costs; and
(C) if applicable, costs of underlying transactions (such as swaps, brokerage commissions and additional costs associated with leverage or use of collateral, and the rebalancing of the portfolio costs); and
(ii) any revenue derived by the Fund Manager through the use of the ETF’s portfolio assets, and how that revenue is distributed between the ETF and the Fund Manager.
5.6.8. Information relating to a Money Market Fund:
(a) A Fund Manager of a Money Market Fund that is a Non-Exempt Fund must ensure that the Fund’s Offering Materials include a prominent warning:
(i) drawing to the attention of investors the different nature of a Unit in a Money Market Fund compared to a Deposit;
(ii) that the capital of an investment in a Money Market Fund is not guaranteed; and
(iii) that the value of Units in the Money Market Fund may fluctuate.
(b) A Fund Manager of a Money Market Fund must specify in the Offering whether the Fund’s NAV is to be maintained:
(i) constant at par (net of earnings); or
(ii) at the value of a Unitholder’s initial capital plus earnings.
5.6.9. Information relating to a Hedge Fund
A Fund Manager of a Hedge Fund must prominently disclose to prospective Unitholders in the Prospectus and any other financial promotions relating to the Fund, the following statement:
“When considering investment in a Hedge Fund you should consider the fact that some Hedge Fund products use leverage and other speculative investment practices that may increase the risk of investment loss, can be illiquid, may involve complex tax structures, often charge high fees, and in many cases the underlying investments are not transparent and are known only to the Fund Manager of Hedge Fund. Returns from Hedge Funds can be volatile and you may lose all or part of your investment. With respect to single manager products the manager has total trading authority and this could mean a lack of diversification and higher risk. The Hedge Fund may be subject to substantial expenses that are generally offset by trading profits and other income. A portion of those fees is paid to the Fund Manager of Hedge Fund.”
6. RULES REGARDING THE CONSTITUTION AND INVESTMENT POWERS OF FUNDS
6.1. Application
This chapter applies to all Domestic Fund Managers in respect of all Domestic Funds managed by those Fund Managers, and where appointed, Trustees of such Funds.
6.1-1. Permitted form of a Domestic Fund
(1) Every Domestic Fund shall be one of the following:
(a) an Investment Company;
(b) a Limited Partnership;
(c) an Investment Trust; or
(d) another form permitted under these Rules.
6.2. General requirements
(a) Every Fund, except a Corporate Treasury Centre Fund, must have:
(i) a written Constitution which complies with these Rules and, if the Fund is a Non-Exempt Fund, contains the contents specified in Schedule 1; and
(ii) a purpose that is reasonably capable of being successfully carried into effect; and
(ii-i) an auditor appointed in respect of the Fund;
(ii-ii) if it is an Investment Trust, a Trustee appointed to the Fund in accordance with the requirements of these Rules;
(ii-iii) if it is not an Investment Trust, an eligible person with whom the legal title to the Fund Property is registered unless otherwise provided in these Rules; and
(iii) in the case of an open‐ended Non-Exempt Fund, single pricing for the purposes of redemption and re‐issue or sale of Units in the Fund where the price of a Unit is calculated by reference to the NAV of the property of the Fund to which the Units relate and in accordance with these Rules.
(b) Any provision in the Constitution of a Fund is void in so far as it would have the effect of exempting the Fund or the Fund Manager, and if appointed, the Trustee, from liability for any failure to discharge their obligations under these Rules, the FSFR or any other rules made under the FSFR.
Guidance
For the avoidance of doubt, single pricing for these purposes means that the buying and selling prices for Units in a Fund are the same (that is, there is no spread between the buy and sell prices). This is in contrast with dual-priced Funds that offer different buy and sell prices.
6.2-1. Instrument constituting the Fund
(a) The Fund Manager and, in the case of an Investment Trust, both the Fund Manager and the Trustee of a Fund, must ensure that the written Constitution which every Fund is required to have pursuant to subrule 6.2(a)(i):
(i) contains the contents specified in in Schedule 1 as are applicable to the Fund; and
(ii) does not contain any provision that is prejudicial to the interests of the Unitholders generally or to the Unitholders of any class of Units.
(b) The Fund Manager and, in the case of an Investment Trust, both the Fund Manager and the Trustee, are responsible for maintaining the Constitution and for making necessary amendments to it in accordance with the applicable legislation.
(c) Fund Manager may issue and in the case of an Investment Trust, may instruct the Trustee to issue such classes of Units as are set out in the Constitution, provided the rights of any class are not unfairly prejudicial to the interests of the Unitholders of any other class of Units in that Fund.
(d) Units whose issue may be limited can be issued by a Fund Manager if permitted by the Constitution and if in accordance with the conditions set out in the Offering Materials, provided that such issue will not materially prejudice any existing Unitholders in the Fund.
(e) In the case of an Investment Trust, the Trustee must take reasonable measures to ensure, before carrying out the Fund Manager’s instructions, that those instructions comply with the requirements in (c) and (d).
Guidance:
In accordance with the AIFC Glossary, Constitution in relation to a Fund means any of the following:
(a) which is in the form of a Body Corporate, the instrument of incorporation;
(b) which is in the form of a Trust, the trust deed;
(c) which is in the form of a Partnership, the partnership deed; or
(d) adopting a form other than one specified in (a) to (c), any instrument creating the legal form of the Fund to which the Fund Manager is a party setting out provisions relating to any aspect of the operation or management of the Fund.
6.2-2. Creation of an Investment Trust
(a) An Investment Trust shall be created by a Trust Deed entered into between a Fund Manager and a Trustee.
(b) The Trustee of an Investment Trust must be independent of the Fund Manager of that Investment Trust. A Trustee will not be independent of a Fund Manager if:
(i) the Fund Manager or the Trustee holds, or exercise voting rights in respect of, any Shares of the other;
(ii) the Fund Manager and the Trustee have a common holding company or a common ultimate holding company;
(iii) the Fund Manager or the Trustee have Directors on its Governing Body, who are also Directors of the other;
(iv) the Fund Manager or the Trustee has individuals performing Controlled Functions who are also individuals performing Controlled Functions for the other; or
(v) the Fund Manager and the Trustee have been involved in the previous two years in any professional or material business dealings, other than acting as Fund Manager or Trustee respectively of any other Fund.
(c) An Investment Trust shall be formed solely for collective investment purposes.
(d) The Trust Deed shall:
(i) meet all the requirements that apply in respect of the Constitution of a Fund under these Rules;
(ii) set out clearly whether the Trustee is to provide the oversight function relating to the Investment Trust;
(iii) confer on the Trustee all the powers that are necessary for the Trustee to discharge all its duties and perform all its functions under these Rules; and
(iv) not contain any provision which conflicts with the requirements in these Rules.
6.2-3. Effect and validity of the Trust Deed
(a) The provisions of the Trust Deed are binding on the persons who become Unitholders of the Investment Trust, as if they were a party to the Trust Deed.
(b) Any provision of a Trust Deed, which is inconsistent with these Regulations or any Rules made by the Regulator, shall be void.
6.2-4. Unitholder liability
(a) The Unitholders of an Investment Trust created under these Rules are not liable for any debts or other liabilities incurred by or in respect of the Investment Trust except to the extent of any amount outstanding for the payment of the Units or interests in the Units at the price at which the Unitholder agreed to acquire the Units or interest in the Units.
(b) No action shall be brought by any person against a Unitholder for any debts or other liabilities of, or in respect of, an Investment Trust or any actions or omissions of the Trustee or Fund Manager except to the extent provided above.
6.3. Name of the Fund
(a) The Fund Manager must ensure that the name of a Non-Exempt Fund or any sub‐fund or class of units in a Non-Exempt Fund or its sub-funds, is not:
(i) undesirable, misleading or in conflict with the name of another Fund or another sub‐fund or class of units in the Fund or sub‐fund; and
(ii) substantially similar to the name of another Fund in the AIFC or elsewhere; or
(iii) is in the opinion of the AFSA likely to mislead or offend the public.
(b) Before using as part of or in connection with the name of a Non-Exempt Fund, sub‐fund or class of units in a Non-Exempt Fund the words "guaranteed", "protected" or any other words with a similar meaning implying a degree of security in relation to the capital or income, the Fund Manager must demonstrate to the satisfaction of the AFSA that:
(i) the guarantor has the authority and resources to honour the terms of the guarantee; and
(ii) all the terms of the guarantee and the credentials of the guarantor are clearly set out in detail in the Offering Materials for the Fund and that any exclusions such as force majeure are highlighted.
6.4. Spread of risk
A Fund Manager must take reasonable steps to ensure that a Fund provides a spread of risk that is consistent with the investment objectives and policy of the Fund as stated in its Constitution or most recently published Offering Materials.
6.5. Breach of investment policy
On becoming aware of any breach of the investment objectives or policy of a Fund, a Fund Manager must immediately inform the Unitholders and, in the case of a Non-Exempt Fund, the AFSA of the magnitude of the breach, the cause of the breach, and the proposed method of rectification. The Fund Manager must take action, at its own expense, to rectify that breach except in circumstances where it decides doing so would not be in the best interests of Unitholders, in which case the action must be taken as soon as such circumstances cease to apply.
6.6. Investment in other Funds
A Fund may invest in Units of another collective investment vehicle if expressly permitted to do so by, and in accordance with any limits contained in, the Fund's investment policy. Before investing in another Fund, the Fund Manager must take reasonable care to determine that it:
(a) is the subject of an independent annual audit conducted in accordance with IFRS or US GAAP;
(b) has mechanisms in place to enable Unitholders to redeem their Units within a reasonable time if it is an open-ended Fund;
(c) is prohibited from having more than 25% of its gross asset value in the Units of other Funds; and
(d) has a proper and disclosed basis for asset valuation and the pricing of Units in that Fund.
6.7. Investment in Derivatives
A Fund may invest in Derivatives if expressly permitted to do so by, and in accordance with any limits contained in, the Fund's investment policy. If not so permitted, a Fund may only use Derivatives for the purposes of efficient portfolio management. If a Fund utilises Derivatives for any purposes, then the Fund Manager's systems and controls must include adequate risk management processes which enable it to monitor and measure as frequently as appropriate the risk of the Derivative positions and their contribution to the overall risk profile of the Fund.
6.8. Securities lending and borrowing
A Fund may lend or borrow Securities if expressly permitted to do so by, and in accordance with any limits contained in, the Fund's investment policy.
6.9. Borrowing
A Fund may borrow money for investment or other purposes if expressly permitted to do so by, and in accordance with any limits contained in, the Fund's investment policy. In the event that any limit on borrowing by the Fund is exceeded, the Fund Manager must immediately inform the Unitholders and, in the case of a Non-Exempt Fund, the AFSA of the magnitude of the breach, the cause of the breach, and the proposed method of rectification. The Fund Manager must use its best endeavours to reduce, as soon as reasonably possible, the excess borrowings, whether by liquidating assets to repay borrowings or otherwise, to the extent practicable without having a material adverse effect on the Fund or investors as a whole.
6.10. Specific rules regarding investment in Real Property by Non-Exempt Funds and Real Estate Investment Trusts
(a) A Non-Exempt Fund or Real Estate Investment Trust may invest in Real Property if expressly permitted to do so by, and in accordance with any limits contained in, the Fund's investment policy.
(b) Before a Non-Exempt Fund or Real Estate Investment Trust invests in any piece of Real Property or prior to disposing of a piece of Real Property, the relevant Fund Manager must appoint an independent professional Valuer with relevant expertise to ensure that the relevant Real Property is expertly valued.
(c) The Fund Manager must ensure that the Valuer procures the proper valuation of all Real Property held by the Non-Exempt Fund or Real Estate Investment Trust, on the basis of a full valuation with physical inspection including, where the Real Property is or includes a building, an internal inspection at least once a year.
(d) If any event occurs which may on reasonable grounds have a material effect on the valuation of the relevant property the Fund Manager must consult with the Valuer with a view to arranging a fresh valuation before any Units in the Non-Exempt Fund or Real Estate Investment Trust are issued or redeemed after the date of the event.
(e) The Fund Manager must require that any valuation by the Valuer is on the basis of a 'open market value' of the relevant Real Property consistent with an authoritative text such as the current edition of the Royal Institute of Chartered Surveyors' Appraisal and Valuation Standards ("Red Book") or similar practitioners text used by surveyors.
6.11. Rules relating to Real Estate Investment Trusts
(a) A Fund Manager, or any other Person making an Offer of a Unit of a Fund or otherwise marketing a Fund, must not include the term "Real Estate Investment Trust" or "REIT" or refer to a Fund or otherwise hold out a Fund as being a Real Estate Investment Trust or a REIT, unless it is a Fund which complies with Rule 2.4(b)(iv).
(b) If at any time during its operation of the Real Estate Investment Trust, the requirements in Rule 2.4(b)(iv) are not met, the Fund Manager must immediately notify the AFSA of the failure to meet the requirements in these Rules, and of what measures have been or will be taken to remedy the breach. If the breach is not remedied within six months, the Fund will cease to meet the criteria of being a Real Estate Investment Trust. The Fund Manager shall notify Unitholders promptly:
(i) of it becoming aware that the Fund is reasonably likely to cease to qualify as a Real Estate Investment Trust (such notice to include the expected date of such cessation); and
(ii) on the date of such cessation.
(c) The Fund Manager of a Real Estate Investment Trust is responsible for appointing a Property Manager for the Real Estate Investment Trust and such Property Manager shall either be a:
(i) a third party that is permitted under law or regulation (where applicable) to provide Real Estate Management and Servicing Activities; or
(ii) a subsidiary of the Fund Manager, which has been established for the purpose of carrying on Real Estate Management and Servicing Activities.
(d) The Fund Manager of a Real Estate Investment Trust must ensure that it distributes to the Unitholders each year an amount equal to not less than 80% of its audited annual net income.
(e) The Fund Manager of a Real Estate Investment Trust must determine if any:
(i) revaluation surplus credited to income, or
(ii) gains on disposal of Real Property,
shall form part of the annual net income for distribution to Unitholders.
(f) A Real Estate Investment Trust may only use leverage or borrow:
(i) in aggregate, up to a maximum of 60% of its NAV (as determined at the time of drawdown of funds); and
(ii) for investment purposes or to meet its short-term working capital.
(g) A Real Estate Investment Trust is permitted to own, and its Fund Manager is permitted to establish, special purpose vehicles for the purpose of holding Real Property, provided that a Real Estate Investment Trust must own directly or indirectly not less than 60% of the shares, and be entitled to exercise directly or indirectly at least 60% of the voting rights, of any such special purpose vehicle.
(h) Where a Real Estate Investment Trust holds any Real Property via one or more special purpose vehicles, the Fund Manager must ensure that each special purpose vehicle distributes to the Fund all of the Fund's proportionate share of the special purpose vehicle's net income to the maximum extent permitted by the laws and regulations of the jurisdiction where the special purpose vehicle is established.
(i) A Fund Manager of a Real Estate Investment Trust that is an Exempt Fund shall be permitted to accept non-cash consideration for the purchase of Units in the Real Estate Investment Trust, subject to complying with Rule 6.11(l). Non-cash consideration for the purchase of Units is not permitted in Real Estate Investment Trusts that are Non-Exempt Funds.
(j) Real Estate Investment Trusts can only invest in property under development full completion of construction of which is guaranteed by a relevant state authority or institution or acceptable by the AFSA guarantee issued by a credible bank. The total contract value of the property under development must not exceed 10% of the NAV of the Fund property of the REIT.
(l) A Fund Manager of a Real Estate Investment Trust must include in the Fund’s Offering Materials:
(i) a detailed description of how the Fund intends to acquire and hold its investments in Real Properties (including the maximum number of special purpose vehicles through which Real Properties may be held);
(ii) the maximum percentage of the Real Estate Investment Trust's assets (by reference to the Real Estate Investment Trust's NAV) that may be deployed for the purposes of property refurbishment, retrofitting and renovation, or a statement that no such activities are permitted; and
(iii) (where applicable under Rule 6.11(i)), a statement that the Fund Manager may accept non-cash consideration for the purchase of units in the Real Estate Investment Trust and a description of the lock-up period (if any) applicable to Units acquired for non-cash consideration.
6.12. Rules relating to Private Equity Funds
A Fund Manager, or any other Person making an Offer of a Unit of a Fund or otherwise marketing a Fund, must not include the term "Private Equity Fund" or refer to a Fund or otherwise hold out a Fund as being a Private Equity Fund unless it is a Fund which complies with Rule 2.4(b)(ii).
6.13. Rules relating to Venture Capital Funds
A Fund Manager, or any other Person making an Offer of a Unit of a Fund or otherwise marketing a Fund, must not include the term "Venture Capital Fund" or refer to a Fund or otherwise hold out a Fund as being a Venture Capital unless it is a Fund which complies with Rule 2.4(b)(iii).
6.14. Rules relating to Single Family Office Funds
A Fund Manager of a Single Family Office Fund must include in the Fund’s Constitution a statement containing the following:
(i) the name of the common ancestor of the Single Family, the details of the identities of the family members to be served by the Single Family Office, either directly or by way of Family Entities or Family Fiduciary Structures, and proof of their common ancestry;
(ii) a short explanation of the Source of Wealth of the family members served by the Single Family Office;
(iii) the details of the due diligence that has been conducted to verify the Source of Funds that is funding the Single Family Office.
(iv) the details of who controls the Single Family Office;
(v) the details of the Ultimate Beneficial Owner of the Single Family Office;
(vi) the details of Family Clients to be served by the Single Family Office;
(vii) the details of any family members that are Politically Exposed Persons; and
(viii) confirmation that the Single Family meets minimum investable assets under management requirement.
6.15. Rules relating to Credit Funds
6.15.1 Systems and controls requirements for Fund Managers of Credit Funds
The Fund Manager of a Credit Fund must maintain systems and controls that include suitable, documented policies and procedures designed to ensure:
(i) a Fund risk appetite statement is developed and incorporated into its investment process;
(ii) that provision of Credit to a Borrower is only made based upon a sound assessment and pricing methodology;
(iii) the ongoing monitoring of granted Credit, including policies for renewals and refinancing;
(iv) that adequate risk management is undertaken, including in relation to credit risk and concentration risk;
(v) the application of stress testing methodologies as set out in Section 6.15.2(e);
(vi) the management of collateral;
(vii) that bad debt and impairments are identified and managed; and
(viii) the timely, appropriate and accurate valuation of Fund Property.
6.15.2 Eligible investments and diversification requirements
(a) The Fund Manager of a Credit Fund must not allow for Credit to be provided to, or for the benefit of:
(i) a natural person;
(ii) a Related Party;
(iii) a Collective Investment Scheme;
(iv) a Person intending to utilise such financing for the purpose of speculative investment; or
(v) a Bank or lender.
(b) A Fund Manager must ensure that the investment strategy of a Credit Fund is designed to achieve a portfolio that meets the Fund’s specified diversification and concentration requirements within a stated period from the date of the Fund establishment.
(c) The investment strategy of a Credit Fund must limit the maximum exposure to a single borrower (or group of connected borrowers) to 25% of the NAV of the Fund unless otherwise approved by the AFSA.
(d) The Fund Manager must ensure that borrowing by a Credit Fund must not exceed 100% of the NAV of the Fund unless otherwise approved by the AFSA.
(e) The Fund Manager of a Credit Fund must have a comprehensive stress testing and scenario analysis programme that:
(i) identifies possible events or future changes in economic conditions that could have unfavourable effects on the Credit Fund’s credit exposures and assess the Credit Fund’s ability to withstand such changes;
(ii) requires the outcomes of applying stresses to be compared against internal risk limits established by the Fund Manager in respect of the Credit Fund;
(iii) considers the evolution of both specific transactions and aggregate exposures, reflecting all forms of counterparty credit risk at the level of specific counterparties, across an appropriate time horizon that represents meaningful stress testing;
(iv) provides at least semi-annual exposure stress testing of principal market risk factors such as interest rates, FX and credit spreads for all counterparties of the Credit Fund in order to identify and enable the Fund Manager to reduce significant concentrations, relative to the internal risk limits, and specific risks when necessary;
(v) requires scenario analysis exercises to be undertaken at least annually and incorporates material risks including yield curve exposure and basis risks; and
(vi) must be undertaken by qualified personnel not involved in the investment management process of the Credit Fund.
(f) The AFSA may direct the Fund Manager of a Credit Fund to conduct more frequent stress testing and scenario analysis.
(g) The results of stress testing and scenario analysis performed in accordance with Rules 6.15.2 (e)(i) and 6.15.2(e)(ii) must be reported without undue delay to the Governing Body of the Fund Manager.
Guidance
The periodic stress testing and scenario analysis required by Rule 6.15.2(e) should be viewed as a minimum standard. The Fund Manager of a Credit Fund should consider the fund’s complexity, liquidity and risk profile when considering the frequency of stress testing and scenario analysis or, should a material risk be identified, whether ad hoc stress testing and scenario analysis should be undertaken.
Scenario analysis may reflect historical or hypothetical scenarios and should, at a minimum, address scenarios where:
(a) severe economic or market events have occurred;
(b) broad market liquidity has decreased significantly;
(c) a large financial intermediary is liquidating positions and
(d) the Credit Fund is required to liquidate assets during a period of extreme market stress.
The AFSA considers that the "stated period" referred to in Rule 6.15.2 (b) is to be one year.
6.16. Rules relating to ETFs
(a) A Fund Manager, or any other Person making an Offer of a Unit of a Fund or otherwise marketing a Fund, must not include the term "Exchange Traded Fund" (or “ETF”) or refer to a Fund or otherwise hold out a Fund as being an Exchange Traded Fund or ETF, unless it is a Fund which complies with Rule 2.4-1(j).
(b) A Fund Manager of an ETF must take reasonable steps to ensure that any Authorised Participant it appoints has adequate systems and controls to ensure that the Units of the ETF are traded on-market at a price that does not significantly vary from the most recent NAV of the ETF, or the iNAV of the ETF, if available.
(c) A Fund Manager of an ETF must ensure that the investment objective and strategy of the Fund is to track the performance of an index or benchmark specified in its Offering Materials.
(d) A Fund Manager of an ETF may use an index or other benchmark for the purposes referred to in (c) only if it is provided by a Price Information Provider that meets the requirements in Schedule 5.
(e) In (d), a Price Information Provider is a price reporting agency or an index or benchmark provider which constructs, compiles, assesses or reports, on a regular and systematic basis, prices of Investments, rates, indices, commodities or figures, which are made available to users, including a Fund Manager.
(f) The Fund Manager of an ETF must treat an arrangement between the Fund Manager and a Related Party to use an index or benchmark provided by the Related Party as a Related Party Transaction.
(g) A Fund Manager of an ETF must take reasonable steps to ensure that the Fund’s Offering Materials and marketing materials describe the type of ETF in a way that is clear and not misleading to enable investors and potential investors to understand the type of ETF, and its characteristics.
6.17. Rules relating to Money Market Funds
(a) A Fund Manager of a Money Market Fund must ensure that the Fund’s investment strategy is consistent with the investment objectives of such a Fund as set out in Rule 2.4-1(k).
(b) Without limiting (a), the Fund Manager of a Money Market Fund must ensure that:
(i) at least 90% of the NAV of the Fund Property is invested in Deposits or Debentures that are of high quality, as determined by the Fund Manager in accordance with Rule 6.17(d);
(ii) at least 10% of the NAV of the Fund Property consists of cash in accounts that permit the cash to be withdrawn immediately on demand;
(iii) subject to (e), Deposits with, or Debentures issued by, a single entity do not exceed 10% of the NAV of the Fund Property;
(iv) the Fund invests only in Deposits or Debentures:
(A) with a residual maturity until the legal redemption date of not more than two years; and
(B) where the time remaining until the next interest rate reset date is not more than 397 days;
(v) the Fund Property has a weighted average maturity of not more than 6 months;
(vi) the Fund Property has a weighted average life of not more than 12 months;
(vii) the Fund does not invest in Financial Instruments other than Deposits or Debentures, except for:
(A) Units in other Money Market Funds that have investment objectives and strategies consistent with those of the Fund; or
(B) Derivatives that are used solely to hedge against foreign exchange rate risk; and
(viii) the borrowings of the Fund do not, at any time, exceed 10% of the NAV of the Fund Property.
(c) In (b):
(i) the NAV of Fund Property, means the value of Fund Property at the most recent valuation under Rule 10.6;
(ii) the “weighted average maturity” of Fund Property, means the average length of time to maturity of all the Financial Instruments held as Fund Property, weighted to reflect the relative holdings in each Financial Instrument, where the maturity of a floating rate instrument is the time remaining until the next interest rate reset; and
(iii) the “weighted average life” of Fund Property, means the weighted average of the remaining life of each Financial Instrument held as Fund Property, where the remaining life of a Financial Instrument is the time until the due date for repayment of the principal.
(d) To determine whether a Deposit or Debenture is of high quality for the purposes of Rule 6.17(b)(i), a Fund Manager of a Money Market Fund must carry out due diligence to an adequate standard on the Deposit or Debenture, taking into account the following factors:
(i) the credit quality of the Issuer, and any guarantor, of the Investment;
(ii) the nature and quality of the asset class represented by the Investment;
(iii) the liquidity of the Investment; and
(iv) any other risks associated with the Investment or the market in which it is traded.
(e) For 6.17 (b)(iii):
(i) the 10% single entity limit does not apply if the issuing entity is a government or government agency, or if the issue is government-guaranteed; and
(ii) Deposits with, or Debentures issued by a bank may exceed 10% (up to a maximum of 20%) of the NAV of the Fund Property.
7. RULES REGARDING THE MANAGEMENT AND OPERATION OF FUNDS
7.1. Application
This chapter applies to all Domestic Fund Managers in respect of all Funds managed by those Fund Managers, and if appointed, the Trustees of those Funds, except where otherwise provided in this chapter.
7.2. Fund Manager and Trustee Ggeneral duties and functions
(a) A Fund Manager must:
(i) manage the Fund including the Fund's property in accordance with the Fund's Constitution and its most recent Offering Materials;
(ii) perform the functions conferred on it by the Fund's Constitution and by or under these Rules;
(iii) comply with any conditions or restrictions imposed by the AFSA including those on its Licence or in respect of the Fund; and
(iv) comply with any requirements or limitations imposed under these Rules including any limits relating to financial interests it or any of its associates may hold in a Fund, for which it acts as the appointed Fund Manager.
(b) In exercising its powers and carrying out its duties, a Fund Manager must:
(i) act honestly; and
(ii) exercise the degree of care and diligence that a reasonable person would exercise if he were in the Fund Manager's position; and
(iii) act in the best interests of the Unitholders and, if there is a conflict between the Unitholders' interests and its own interests, give priority to the Unitholders' interests; and
(iv) treat the Unitholders who hold interests of the same class equally and Unitholders who hold interests of different classes fairly; and
(v) not improperly make use of information acquired through being the Fund Manager in order to:
(A) gain an advantage for itself or another person; or
(B) cause detriment to the Unitholders in the Fund; and
(vi) ensure that the Fund's property is clearly identified as Fund property and held separately from the property of the Fund Manager and the property of any other Fund it manages; and
(vii) in the case of a Non-Exempt Fund, report to the AFSA any breach of these Rules or relevant provisions of any other law administered by the AFSA, or of any Rules made under those laws, that:
(A) relates to the Non-Exempt Fund; and
(B) has had, or is likely to have, a materially adverse effect on the interests of Unitholders;
as soon as practicable after it becomes aware of the breach;
(vii) in the case of a Non-Exempt Fund, report to the AFSA any breach of any other laws or requirements that apply to that Fund Manager in any other jurisdiction, that:
(A) relates to the Non-Exempt Fund; and
(B) has had, or is likely to have, a materially adverse effect on the interests of Unitholders;
as soon as practicable after it becomes aware of the breach;
(viii) comply with any other duty or obligation as may be prescribed by or under these Rules or any other law administered by the AFSA; and
(ix) carry out or comply with any other duty, not inconsistent with any enactment or rule of law in the AIFC, that is conferred on the Fund Manager by the Fund's Constitution.
(c) Every officer, employee or agent of the Fund Manager must:
(i) not make improper use of information acquired through being such an officer, employee or agent of the Fund Manager in order to:
(A) gain an advantage for himself or another person; or
(B) cause detriment to Unitholders in the Fund;
(ii) not make improper use of his position as such an officer, employee or agent to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to the Unitholders in the Fund;
(iii) comply with any other duty or obligation as may be prescribed by or under these Rules or any other law administered by the AFSA; and
(iv) carry out or comply with any other duty, not inconsistent with any enactment or rule of law in the AIFC that is conferred on him or her by the Fund's Constitution.
(d) A Fund Manager must take reasonable steps to ensure that its officers, employees and agents comply with their obligations referred to above.
(e) Subject to compliance with any duties conferred on the Trustee by the Trust Deed which are not inconsistent with these Rules, subrules (b)(i), (ii), (iii) and (v) and (c)(i) through (iii) shall apply equally to Trustees as to Fund Managers.
(f) Where the Fund Manager is required to obtain the prior consent or approval of the Trustee before it is able to carry out any of its functions outlined herein, the Trustee shall provide such consent or approval to the Fund Manager without any unnecessary delay. If the Trustee decides to withhold such consent or approval, it shall also notify the Fund Manager of that decision and the reasons without any unnecessary delay.
7.2-1. Director
7.2-1.1. Application
This chapter applies to:
(a) a Single Family Office Fund;
(b) a Corporate Treasury Centre Fund; and
(c) the Director of an Investment Company acting as a Fund Manager of (a) or (b).
7.2-1.2. Requirements relating to the Single Family Office Fund
(a) A Single Family Office Fund must:
(i) be an Exempt Fund; and
(ii) have minimum investable assets under management of USD 1 million, assessed by fair market or book value.
(b) For the purposes of these Rules, a Single Family Office Fund is treated as a Domestic Fund that is managed by a Domestic Fund Manager.
(c) A Single Family Office Fund Manager is not required to have a Governing Body and appoint a Finance Officer and Compliance Officer.
7.2-1.3. Requirements relating to the Corporate Treasury Centre Fund
(a) The Corporate Treasury Centre Fund must be:
(i) an Exempt Fund; and
(ii) a Group arrangement.
(b) For the purposes of these Rules, a Corporate Treasury Centre Fund is treated as a Domestic Fund that is managed by a Domestic Fund Manager.
(c) The Corporate Treasury Centre Fund Manager is not required to have a Governing Body and appoint a Finance Officer and Compliance Officer.
7.2-1.4. Requirements relating to a Director
(a) The Director of a Single Family Office Fund who is managing the Single Family Office Fund must not act as the Fund Manager of any other Fund or manage assets for another Person.
(b) The Director of a Corporate Treasury Centre Fund who is managing the Corporate Treasury Centre Fund must not act as the Fund Manager of any other Fund or manage assets for another Person. [intentionally omitted]
7.3. Duties of a Fund Manager in relation to Fund property
(a) A Fund Manager must make decisions as to the constituents of the Fund's property that are in accordance with the Fund's Constitution and investment objectives and policy stated in the Fund's Offering Materials.
(b) A Fund Manager must take all steps and execute, or procure the execution of, all documents to ensure that transactions relating to the Fund's property are properly entered into for the account of the relevant Fund or sub‐fund.
(ba) A Fund Manager of an Investment Trust must ensure that instructions given to the Trustee in relation to the Fund Property are in accordance with the Trust Deed and the Offering Materials.
(c) In case of any Fund other than an Investment Trust, Tthe Fund Manager is responsible to the Unitholders for ensuring the safekeeping of the Fund's property in accordance with these Rules.
(d) Subject to Rule (e), and wWithout removing the generality of the obligation under (c), the Fund Manager must, in the case of a Fund structured other than as an Investment Trust, delegate the Regulated Activity of Providing Custody in relation to the Fund's property to a service provider who is an Eligible Custodian in accordance with Rule 8.2.
(e) [intentionally omitted]
7.3-1. Duties of a Trustee in relation to Fund property
(a) The Trustee of the Fund constituted as an Investment Trust must hold the Fund Property on trust for the Unitholders and accordingly is responsible to the Unitholders for the safekeeping of the Fund Property;
(b) The Trustee shall ensure that property of the Investment Trust is:
(i) clearly identified as the property of that Investment Trust; and
(ii) held separately from any other property held by or entrusted to the Trustee.
(c) The legal title of the Fund Property must be registered with the Trustee; and
(d) The Trustee must not act on instructions of the Fund Manager in relation to the Fund Property if such instructions are not in accordance with the Trust Deed and the Prospectus.
7.3-2. Trustee’s obligations relating to oversight functions
(a) If the Trust Deed confers on the Trustee the oversight function of the Investment Truste, the Trustee must comply with CIS 10.5-1.
(b) If the oversight function in relation to an Investment Trust is carried out by persons other than the Trustee, the Trustee shall provide to those persons any assistance that is reasonably required by them to carry out the oversight function.
7.3-3. Removal and retirement of the Trustee
(a) A Trustee may not retire, or be removed, except as provided in this rule.
(b) A Fund Manager of a Fund may, at the request of the Trustee or otherwise, and if it is of the view that the Trustee is unable to discharge its functions a Fund Manager shall, with the prior written approval of the AFSA, replace the existing Trustee.
(c) The AFSA may grant approval for the replacement of a Trustee only where it has received:
(i) a written notice from the Fund Manager of its intention to remove the Trustee and either:
(A) a certification that the removal of the Trustee will not adversely affect the interests of the Unitholders and the Fund Manager's ability to comply with its obligations under the Trust Deed, Offering Materials and these Rules; or
(B) a Special Resolution of Unitholders approving the Fund Manager's proposal to remove the Trustee and its replacement with another Trustee; and
(ii) the written consent of the person who agrees to be the replacement Trustee, and that person meets the requirements for a Trustee in rule 6.2-2(b) to be able to act as the replacement Trustee.
(d) The Unitholders of the Investment Trust may replace the Trustee by Special Resolution.
(e) The AFSA or the Fund Manager may apply to the Court for an order for the removal of the Trustee and any other appropriate orders including, but not limited to, the appointment of a replacement Trustee where the Trustee is, or is believed to be, in breach of its obligations under the Trust Deed, its Licence, these Rules or any other legislation administered by the AFSA.
(f) Subject to the terms of the Trust Deed and these Rules, a Trustee appointed as a replacement Trustee shall have the same powers, discretions and duties as the previous Trustee.
(g) Where a Trustee is removed or retires pursuant to the above, it shall, without any delay, transfer the assets of the Investment Trust held by it as directed by the Fund Manager or, as required by any Court order. Until the assets of the Investment Trust are so transferred, the Trustee remains accountable to the Unitholders for the safety of those assets.
7.4. Use of prime brokers
(a) A Fund Manager may only grant to a prime broker authority to combine the assets of a Fund with any other assets held by or available to the prime broker as collateral for any financing activities to be undertaken by the prime broker where, and so long as the Fund is an Exempt Fund and Fund's Offering Materials include:
(i) the identity and profile of the prime broker, including where it is located and how it is regulated;
(ii) the services provided by the prime broker to the Fund and the nature and extent to which the prime broker has the power and authority to commingle the assets of the Fund with any other assets held by or available to the prime broker as collateral for any financing activities undertaken by the prime broker; and
(iii) a prominent warning to alert prospective Unitholders to the fact that the prime broker has the power and authority to use as collateral the assets of the Fund in conjunction with any other assets held by or available to the prime broker and where the prime broker uses the Fund's assets as collateral pursuant to the above power, the Unitholders may lose all the assets of the Fund in the event of the insolvency of the prime broker.
(b) Any Person appointed as a prime broker to a Fund must qualify as an Eligible Custodian.
7.5. Risk management
(a) A Fund Manager must ensure that the risks inherent in the operation of a Fund are adequately managed, with due regard to the nature of the strategies and investment process employed by the Fund Manager and the role of Administrators and Eligible Custodians and where appointed, prime brokers.
(b) The Fund Manager must, to the extent proportionate given the nature of the Fund and the nature and scale of the Fund Manager, ensure functional and hierarchical separation and independence between:
(i) the risk management functions (Fund valuation and asset pricing); and
(ii) the portfolio management functions (the investment management process).
(c) Where the Fund Manager is unable to demonstrate adequate separation and independence in accordance with (b), the AFSA may require the Fund Manager to appoint an independent, suitably competent and experienced Administrator to perform the functions specified in (b)(i).
7.6. Conflicts of interest
(a) The Fund Manager must take reasonable steps to ensure that any dealing in relation to a Fund does not give rise to a conflict of interest.
(b) Where a conflict of interest arises, whether in dealings with Related Parties or otherwise, the Fund Manager must disclose to Unitholders the nature of the conflict and how the conflict will be managed.
7.6-1. Side letter arrangements
(a) A Fund Manager must disclose in its Offering Materials:
(i) a description of how the Fund Manager ensures a fair treatment of investors; and
(ii) a statement as to the Fund Manager's ability (if any) to enter into side letter arrangements with investors.
(b) A Fund Manager of a Non-Exempt Fund:
(i) must, in addition to the disclosures set out in subrule (a) above, also disclose in the Offering Materials a description of any material benefits or concessions provided to any investors with whom they have entered into side-letter arrangements, as well as a description of the type of investors to whom such benefits are provided; and
(ii) must not, in connection with any side-letter arrangements entered into, grant more favourable liquidity terms to any investor than are enjoyed by all other investors.
7.7. Transactions between a Fund and its Fund Manager and the Fund Manager's Associates or other Funds managed by the Fund Manager
(a) A Fund Manager must ensure that a Fund does not enter into a transaction with the Fund Manager, any Associate of a Fund Manager or any other Fund managed by the Fund or any of its Associates (each, a "Related Person Transaction") unless it is in accordance with the requirements in this Rule 7.7.
(b) A Fund Manager must ensure that any Related Person Transaction is on terms at least as favourable to the Fund as any comparable arrangement on normal commercial terms negotiated at arm's length with an independent third party.
(c) The Fund Manager must provide written notice to Unitholders before a Fund enters into any Related Person Transaction.
(d) The Fund Manager must obtain the approval of a majority of independent Unitholders of a Fund prior to the implementation of a Related Person Transaction or series of Related Person Transactions which involve the acquisition, disposal or commitment of asset of the Fund in excess of 5 per cent. of the net assets of the Fund. For these purposes, the "independent Unitholders" of a Fund exclude the Fund Manager, any Associate of a Fund Manager and any other Fund managed by the Fund or any of its Associates.
(e) The Fund Manager must include a brief summary of any Related Person Transaction in the relevant Fund's next published interim semi-annual or annual report, including the total value of the transaction, its nature and the identity of the persons with whom such transaction was made. Where no such transactions take place during the financial year covered by an annual report, an appropriate negative statement to that effect must be made in the Fund's annual report.
7.8. Best execution and fair allocation
A Fund Manager's systems and controls must include policies and procedures which are designed to ensure that:
(a) when executing or procuring execution of trades for or on behalf of the Fund, the transactions are executed:
(i) as soon as reasonably practicable after a decision to effect a transaction has been made; and
(ii) on the best terms available at the time of dealing;
(b) where the Fund Manager undertakes investment transactions for or on behalf of a Fund which it operates and one or more other Clients, there is timely and fair allocation of trades to the Fund and each other Client; and
(c) trading of the Fund's investment portfolio is not excessive in light of its investment objective and policy.
7.9. Maintenance of records
(a) A Fund Manager must make and retain accounting and other records that are necessary to enable it to comply with these Rules in respect of each Fund for which it is the Fund Manager and to demonstrate at any time that such compliance has been achieved.
(b) A Fund Manager must make the records referred to in (a) available for inspection by the AFSA and, if applicable, the Trustee or appointed Eligible Custodian, free of charge at all times during ordinary office hours and must supply a copy of the records or any part of them to the AFSA on request.
7.10. Unitholder register
(a) A Fund Manager or, where applicable, Trustee must ensure that in respect of each Fund of which it is the Fund Manager, a register of Unitholders is maintained which contains:
(i) the name and address of each Unitholder; and
(ii) the number of Units including fractions of a Unit of each class held by each Unitholder; and
(iii) the date on which the Unitholder was registered in the register for the Units standing in his name.
(b) The Fund Manager must take all reasonable steps and exercise all due diligence to ensure that the Unitholder register is kept complete and up to date.
(c) The Fund Manager must make the Unitholder register in electronic or hard copy form available for inspection by Unitholders during normal business hours at the Fund Manager's place of business in the AIFC or otherwise in a designated location in the AIFC that has been notified to Unitholders.
(d) Where a Fund is structured as an Investment Trust, the Trustee must make the Unitholder register in electronic or hard copy form available for inspection by Unitholders during normal business hours at the Trustee's place of business in the AIFC or otherwise in a designated location in the AIFC that has been notified to Unitholders. The Trustee must make the Unitholder register available to the Fund Manager during office hours and allow the Fund Manager to make copies of the register for its purposes.
7.10-1. Amendment of Constitution and Offering Materials
(a) A Fund Manager of a Non-Exempt Fund must not implement any amendment to the Constitution or Offering Materials of the Fund, which constitutes a material amendment, unless the AFSA has, by notice in writing, granted its approval.
(b) An application for approval under (a) must include:
(i) details of the proposed amendment;
(ii) where the proposed amendment requires Unitholder approval under these Rules, evidence at such approval has been duly obtained in accordance with the Fund’s Constitution;
(iii) certificate signed by the Fund Manager and if appointed, the Trustee, of the Fund to the effect that the proposed change will not affect compliance with these Rules; and
(iv) any other information required by the AFSA.
(c) For the purpose of (a), a material amendment is the amendment which constitutes a fundamental or significant change under Schedule 1-2.
7.10-2. Unitholder approvals and notifications
A Fund Manager of a Non-Exempt Fund must comply with the provisions in Schedule 1-2 in regard to:
(a) fundamental changes requiring prior approval of the Unitholders;
(b) significant changes requiring pre-event notification to the Unitholders; and
(c) notifiable changes, that is, a change other than one in (b) or (c) which requires post notification to the Unitholders.
7.11. Ability to delegate or outsource
(a) A Fund Manager or, where appointed, a Trustee may, subject to any restriction in the relevant Fund's Constitution or any applicable agreement between the Fund Manager and the Fund and any provisions of these Rules, delegate or outsource any of its Regulated Activities or delegate or outsource any of its other functions to another Person, which may be located in or outside the AIFC.
(b) Delegation or outsourcing by a Fund Manager or a Trustee does not relieve the Fund Manager or the Trustee from any of its obligations in respect of a Fund.
(c) A Fund Manager may only delegate or outsource a Regulated Activity on prior written notification to the AFSA at least 30 days before the outsourcing or delegation is scheduled to take effect (the "specified date"). The outsourcing or delegation may only proceed if the Fund Manager does not receive an objection by the AFSA to the delegation or outsourcing prior to the specified date.
(d) When delegating or outsourcing, a Fund Manager or a Trustee must carry out due diligence on a proposed service provider prior to effecting a delegation or outsourcing and conclude on reasonable grounds that proposed service provider is suitable to perform the relevant functions.
7.12. Requirements for delegation or outsourcing
(a) Any delegation or outsourcing by a Fund Manager or a Trustee must be made on the basis of a written agreement with the relevant service provider.
(b) If a Fund Manager or a Trustee delegates any activity or outsources any function to a service provider, it must take reasonable steps to ensure that it implements and maintains systems and controls to monitor the relevant service provider.
(c) A Fund Manager or a Trustee which has delegated or outsourced any functions, must review at least every six months the carrying out of the relevant activities or functions by the relevant service provider.
(d) If a Fund Manager or a Trustee discovers any non‐compliance in respect of a delegation or outsourcing agreement, the Fund Manager or the Trustee must take immediate action to remedy the matter and, where the non-compliance is material, notify the AFSA promptly, and, as applicable, the Trustee.
7.13. Contents of delegation or outsourcing agreement
(a) A Fund Manager must ensure that any delegation or outsourcing agreement:
(i) sets out the functions or activities and service standards that will be applied to the carrying out of such functions or activities;
(ii) provides that the service provider cannot in turn delegate any activities delegated to it, or outsource any functions outsourced to it;
(iii) requires the service provider to maintain records to show and explain transactions in relation to each activity or function performed in relation to the Fund and to enable the Fund to prepare accounts in compliance with these Rules and any other applicable law; and
(iv) requires the service provider to:
(A) retain the records for at least six years from the date to which they relate; and
(B) keep the records, at all reasonable times, open to inspection by the Fund Manager, the Fund's auditor and the AFSA; and
(C) ensure that the records are, if requested by the AFSA, capable of reproduction within a reasonable period not exceeding 3 days in hard copy and in English.
(b) A Fund Manager must ensure that a delegation or outsourcing agreement contains an undertaking by the relevant service provider to comply with any Rules applicable to the activity and to disclose to the AFSA and to the Fund Manager any material information that it would disclose to its Financial Services Regulator, if relevant, in relation to the conduct of the delegated or outsourced activity.
(c) A Fund Manager must maintain records of all agreements, and any instructions given to a service provider under the terms of a delegation or outsourcing agreement, for at least six years.
7.14. Permissible fees, charges, levies and expenses
(a) A Fund Manager must not make any charge or levy in connection with the issue or sale of Units of a Fund except in accordance with the Fund's Constitution and Offering Materials.
(b) A preliminary or redemption charge must not be made by the Fund Manager unless it is permitted by the Fund's Constitution and it is expressed either as a fixed amount or calculated as a percentage of the price of a Unit.
(c) Any preliminary charge must not exceed the amount or rate stated in the current Offering Materials in respect of any class of Units.
(d) No payment may be made, or benefit given, to the Fund Manager out of the Fund's property, whether by way of remuneration for its services, reimbursement of expenses or otherwise, unless it is permitted by the Fund's Constitution and the Fund's Offering Materials specify how it will be calculated, accrued, when it will be paid and the maximum and current rates or amount of such remuneration.
(e) A Fund Manager must give not less than 90 days' written notice to Unitholders of a Fund of any proposed increase in its remuneration, reimbursement of expenses or otherwise in respect of that Fund.
(f) A Fund Manager must not introduce a new category of remuneration for its services or make any increase in the current rate or amount of its remuneration in respect of a Fund unless it has given not less than 90 days' written notice of that introduction or increase and of the date of its commencement to the Unitholders of that Fund and the Unitholders approve such new category or increase by such majority as is provided for in the Fund's Constitution Special Resolution.
7.15. Reimbursement of remuneration and expenses
(a) A Fund Manager must take reasonable steps to ensure that any payment to any trustee, custodian or administrator of a Fund, whether by way of remuneration, reimbursement of expenses or otherwise, is consistent with the disclosure in the Fund's Offering Materials regarding how that payment will be calculated, accrued, when it will be paid and the maximum and current rates or amount of such remuneration.
7.16. Promotional payments, performance fees and set up costs
(a) No promotional payment, performance fee or benefit may be made out of or given at the expense of a Fund to its Fund Manager unless it is permitted by the Fund's Constitution and specified in the Fund's Offering Materials.
(b) Costs of the registration, exemption and incorporation of a Fund and of its initial offer or issue of Units, including Units in respect of a sub‐fund, may be amortised over a period not exceeding five years.
7.17. Allocation of payments to capital or income
(a) A Fund Manager and a Trustee may determine that all or any part of any permitted payments, charges and expenses of the Fund may be treated as a capital expense or income expense and allocated to the capital account or income account of the Fund respectively.
(b) The Fund Manager must ensure that any determination in (a) is permitted by the relevant Fund's Constitution and specified in its Offering Materials in sufficient detail for a Unitholder or a prospective Unitholder to make an informed decision in relation to the allocation of such charges and expenses to be paid from the capital property or the income property as the case may be.
8. ADDITIONAL SERVICE PROVIDERS
8.1. Application
This chapter applies to:
(a) all Domestic Fund Managers in respect of all Non-Exempt Funds and Real Estate Investment Trusts managed by those Fund Managers; and
(b) all Foreign Fund Managers that manage an Exempt Fund,
except that rules 8.5 to 8.7 do not apply to a Fund Manager or Trustee to the extent that it carries on the Regulated Activity of Providing Fund Administration within the Regulated Activities of Managing a Collective Investment Scheme or of Acting as a Trustee of a Fund.
8.2. Requirement for Eligible Custodian and Fund Administrator
(a) A Fund to which this chapter applies must have an Eligible Custodian and a Fund Administrator, in both cases acceptable to the AFSA. This is subject to the exception to appoint an Eligible Custodian contained in Rule 8.2(b) and Rule 8.2(e).
(b) A Fund Manager is not required to appoint an Eligible Custodian where, due to the nature of the Fund and the type of assets which it holds, it is neither practical nor proportionate to appoint an Eligible Custodian, in which case the Fund Manager may choose not to appoint an Eligible Custodian, provided that title to such assets is either registered in the name of the Fund or is registered in the name of a nominee company (provided that in this latter case (i) such nominee company declares that it holds title to such assets on trust for the Fund; and (ii) the Fund Manager, vis‐à‐vis the Fund, takes full responsibility for the acts and omission of such nominee company).
(c) A Fund Manager of a Fund to which this chapter applies must use appropriate care, skill and diligence when appointing an Eligible Custodian or Administrator. In conducting its due diligence, at a minimum, the Fund Manager must consider the Eligible Custodian's or Administrator's legal and regulatory status, financial resources and organisational capabilities.
(d) A Fund Manager must monitor the Eligible Custodian and Administrator on an on-going basis for compliance with the terms of the custody agreement and administration agreement for the relevant Fund.
(e) The AFSA may waive the requirement to appoint an Eligible Custodian or Administrator on a case-by-case basis on application by the Fund Manager of the relevant Fund.
8.3. Eligible Custodian
For the purposes of these Rules, an Eligible Custodian is a Person who is a separate legal entity from the Fund Manager for the relevant Fund and who also meets one of the following criteria:
(a) an Authorised Person whose Licence authorises it to Provide Custody Services; or
(b) an Authorised Person that is a Bank; or
(c) a legal entity that is authorised and supervised by a Financial Services Regulator in a Recognised Jurisdiction for providing custody services in respect of a Fund; or
(d) any other legal entity otherwise acceptable to the AFSA.
8.4. Contents of a custody agreement
8.4.1. A custody agreement with an Eligible Custodian in respect of a Fund must:
(a) require that the title of any account of the Eligible Custodian to hold Fund property sufficiently distinguishes that account from any account containing Investments belonging to the Eligible Custodian, and is in the form requested by the Fund Manager or Trustee; and
(b) require that the Fund's property will only be credited and withdrawn in accordance with the instructions of the Fund Manager or Trustee; and
(c) require, subject to subrule 8.4.2, that the Eligible Custodian will hold the Fund's property separately from assets belonging to the Eligible Custodian; and
(d) set out the arrangements for recording and registering the Fund's property, claiming and receiving dividends and other entitlements and interest and the giving and receiving of instructions; and
(e) not permit the delegation of the activities and functions of the Eligible Custodian without the prior written consent of the Fund Manager; and
(f) require the Eligible Custodian to deliver a statement to the Fund Manager (including the frequency of such statement), which details the Fund's Investments deposited to the account;
(g) require, subject to subrule 8.4.2, that all the Investments standing to the credit of the account are held by the Eligible Custodian as the agent of the Fund Manager or the Trustee the Fund and the Eligible Custodian is not entitled to combine the account with any other account or to exercise any charge, mortgage, lien, right of set‐off or counterclaim against Investments in that account in respect of any sum owed to the Eligible Custodian on any other account of the Fund Manager, the Trustee the Fund or any other Person; and
(h) detail the extent of liability of the Eligible Custodian in the event of default.
8.4.2. Neither the Fund Manager nor the Trustee is required to meet the requirements in subrule 2.4.1 (c) and (g), where either the Eligible Custodian or any other Person acting as the prime broker of the Fund does so in compliance with the requirements in rule 7.4.
Guidance
(1) A prime broker is a Person who provides to a Fund a range of services including custody and depository services, trading and execution services, clearing and settlement services and financing to support the Fund’s investment activities. Such financing activities generally include stock lending and borrowing. The restrictions in subrules 8.4.1 (c) and (g) prevent a Fund Manager of a Fund from authorising a prime broker to commingle the assets of the Fund with any other assets held by or available to the prime broker and use those assets as collateral to support the prime broker’s cross lending and borrowing activities involving Funds to which it acts as the prime broker. However, the restrictions in subrules 8.4.1 (c) and (g) do not apply if a Fund Manager of a Fund can comply with the requirements relating to the use of prime brokers set out in rule 7.4.
8.5. Functions of an Administrator
(a) The AML module applies to an Administrator of a Fund in respect of its activities regarding that Fund as if each reference in AML to a "customer" is a reference to a "Unitholder" or "prospective Unitholder" as appropriate to the context.
(b) An Administrator of a Fund must not hold or control monies or assets belonging to third parties in connection with such administration except in the following circumstances:
(i) holding cheques to the order of a Fund's bank account, provided such cheques are securely held for a maximum of three business days prior to being deposited into the relevant Fund's bank account or returned to the drawer of the cheque; or
(ii) where a mandate over a Fund's or other third party's bank account is granted to the Administrator and the mandate has been agreed in writing with the bank concerned, and transfers out of the relevant bank account may be made only in circumstances where the mandate restricts instructions to make such payments to being made solely in accordance with the payment of invoiced fees and expenses, made in accordance with the relevant Fund's Constitution or Offering Materials and are not remitted to the account of the Administrator except by express instructions of the Fund Manager.
(c) An Administrator of a Fund must maintain records which are sufficient to show and explain transactions in relation to each of the specific activities and functions which are being provided to each Fund, in respect of Unitholders or potential Unitholders of the Fund as appropriate. The records must be retained by the Administrator for at least 6 years from the date to which they relate and at all reasonable times, open to inspection by the Fund Manager, the Fund's auditor and the AFSA and, if requested by the AFSA, be capable of reproduction within a reasonable period not exceeding 3 days, in hard copy and in English.
8.6. Contents of an administration agreement
An administration agreement with an Administrator in respect of a Fund must:
(a) set out the functions and service standards that will be applied to the provision of the administration of the Fund; and
(b) must not permit the delegation of the activities and functions of the Administrator without the prior written consent of the Fund Manager; and
(c) require the Fund Administrator to retain any relevant work or records relating to its activities and functions where the contract is terminated either by the Fund Manager or the Administrator.
8.7. Requirements for notification
The AFSA must be notified when a Person ceases to be an Administrator or Eligible Custodian, and any Offering Materials must be updated accordingly.
9. RULES REGARDING DEALINGS IN OPEN-ENDED FUNDS AND LIQUIDITY
9.1. Application
This chapter applies to:
(a) all Funds managed by Domestic Fund Managers; and
(b) all Exempt Funds managed by Foreign Fund Managers.
9.2. Pricing of Units of open-ended Funds
(a) A Fund Manager of an open-ended Fund must take all reasonable steps and exercise due diligence to ensure that the Units in the Fund are correctly priced in accordance with the applicable accounting procedures and the valuation policies of the Fund to ascertain an accurate single price for a Unit.
(b) The price of a Unit must be calculated in a manner that is fair and reasonable as between Unitholders.
(c) A Fund Manager must take immediate action to rectify any incorrect pricing of Units. Unless the incorrect pricing is of minimal significance, the Fund Manager must promptly inform the AFSA, and if appointed, the Eligible Custodian of the Fund, of such a rectification.
9.3. Suspension of dealings in Units
(a) A Fund Manager may, in the case of an open‐ended Fund, temporarily suspend the issue, cancellation, sale and redemption of Units ("dealings in Units") in the Fund in accordance with the Constitution of the Fund where due to exceptional circumstances it is in the interest of the Unitholders in the Fund to do so.
(b) The Fund Manager may continue the suspension of dealings in Units only for so long as it reasonably believes that the suspension is in the interests of the Unitholders of the Fund.
(c) Upon any suspension of dealings in Units, the Fund Manager must notify the Unitholders of the Fund and the AFSA as soon as practicable in writing of the suspension and its reasons for doing so.
10. AUDIT, FINANCIAL AND VALUATION REQUIREMENTS
10.1. Application
This chapter applies to:
(a) all Funds managed by Domestic Fund Managers; and
(b) all Exempt Funds managed by Foreign Fund Managers,
except that:
(i) Rule 10.4 applies to Non-Exempt Funds and Real Estate Investment Trusts only; and
(ii) Rule 10.5 applies to Non-Exempt Funds only.
10.2. Financial Statements
A Fund Manager must ensure that each Fund that it manages prepares financial statements for each financial year of the Fund in accordance with International Financial Reporting Standards (IFRS) or US GAAP.
10.3. Accounting Records
(a) A Fund Manager must ensure that each Fund that it manages keeps accounting records that are:
(i) sufficient to show and explain transactions undertaken by the Fund; and
(ii) capable of determining the financial position of the Fund on an on-going basis; and
(iii) record the financial position of the Fund as at its financial year end.
(b) The Accounting Records must be:
(i) retained by the Fund Manager or Fund for at least six years from the date to which they relate;
(ii) at all reasonable times, open to inspection by the AFSA and the auditor of the Fund; and
(iii) capable of reproduction, within a reasonable period not exceeding 3 business days, in hard copy and available in English.
10.4. Auditor of a Non-Exempt Fund and a Real Estate Investment Trust Fund
(a) Every Non-Exempt Fund and Real Estate Investment Trust Domestic Fund must appoint an external auditor to conduct an audit of the Fund's annual financial statements in accordance with the requirements of the relevant standards published by the International Auditing and Assurance Standards Board (IAASB) and to produce an auditor's report on those audited financial statements.
(b) A Fund Manager must prior to the appointment of the auditor, take reasonable steps to ensure that the auditor has the required skills, resources and experience to audit the type of Non-Exempt Fund and/or Real Estate Investment Trust the Fund for which the auditor has been appointed.
(c) A Fund Manager must notify the AFSA of the appointment, resignation or termination of an auditor of a Non-Exempt Fund or a Real Estate Investment Trust Fund.
(d) A Non-Exempt Fund and a Real Estate Investment Trust Fund must appoint an auditor to fill any vacancy in the office of auditor and ensure that the replacement auditor can take up office at the time the vacancy arises or as soon as reasonably practicable.
(e) A Non-Exempt Fund and a Real Estate Investment Trust Fund must take reasonable steps to ensure that the auditor and the relevant audit staff of the auditor are independent of, and not subject to, any conflict of interest with respect to the Fund Manager, the Trustee or any other service provider to the Fund.
(f) A Fund Manager or Trustee must notify the AFSA if it or any Non-Exempt Fund or Real Estate Investment Trust Fund that it manages becomes aware, or has reason to believe, that the auditor or the relevant audit staff of the auditor of the relevant Non-Exempt Fund or Real Estate Investment Trust Fund are no longer independent of the Fund Manager, the Trustee or any other service provider to the Non-Exempt Fund or Real Estate Investment Trust Fund, or have a conflict of interest which may affect their judgement in respect of the Non-Exempt Fund or Real Estate Investment Trust Fund .
(g) A Fund Manager must take reasonable steps to ensure that it and its employees:
(i) provide any information to the Non-Exempt Fund's or Real Estate Investment Trust's Fund’s auditor that the auditor reasonably requires, or is entitled to receive as auditor;
(ii) give the auditor right of access at all reasonable times to relevant records and information within its possession regarding the Fund and allow the auditor to make copies of those records and information;
(iii) do not interfere with the auditor's ability to discharge its duties in respect of the Non-Exempt Fund or Real Estate Investment Trust Fund ;
(iv) report to the auditor any matter which may significantly affect the financial position of the Non-Exempt Fund or Real Estate Investment Trust Fund ; and
(v) provide such other assistance as the auditor may reasonably request it to provide.
(ga) A Trustee must take reasonable steps to ensure that it and its employees act in compliance with subrule (g)(i)
(h) A Fund Manager must, in writing, require any Person to whom the Fund Manager has delegated or outsourced any functions to co‐operate with the Non-Exempt Fund's or Real Estate Investment Trust's Fund’s auditor in accordance with the provisions specified in (g).
10.5. Periodic Reports of Non-Exempt Funds and Umbrella Funds
(a) Each Non-Exempt Domestic Fund must produce an annual report and interim semi-annual report in respect of each of its accounting periods.
(b) An annual report must be produced within four months after the end of each annual accounting period for the Non-Exempt Fund.
(c) An interim A semi-annual report within one month after the end of each interim accounting period for the Non-Exempt Fund.
(c-1) For a Fund which is an Umbrella Fund, the Fund Manager must prepare an interim a semi-annual report for each Sub-Fund, but this is not necessary for the Umbrella Fund as a whole.
(d) Each annual and interim semi-annual report of a Non-Exempt Fund must:
(i) be available free of charge to the Non-Exempt Fund's Unitholders;
(ii) be available in English; and
(iii) be sent to the AFSA.
(e) The annual and interim semi-annual report for a Non-Exempt Fund or the Sub-Funds of an Umbrella Fund must be clear, complete and true and contain information for the relevant period and must include:
(i) the name of the Non-Exempt Fund or Sub-Fund, its investment objective and investment policy;
(ii) a brief assessment of the Non-Exempt Fund's or Sub-Fund’s risk profile;
(iii) a review of the Non-Exempt Fund's or Sub-Fund’s investment activities and investment performance during the period;
(iv) sufficient information to enable Unitholders to form a view on where the Non-Exempt Fund's or Sub-Fund’s property is invested at the end of the period and the extent to which that has changed over the period; and
(v) any other significant information which would reasonably enable Unitholders to make an informed judgment on the activities of the Non-Exempt Fund or Sub-Fund during the period and the results of those activities at the end of the reporting period.
(f) An annual report of a Non-Exempt Fund, other than a Fund which is an Umbrella Fund, must contain:
(i) the full audited financial statements of the Fund for the annual accounting period; and
(ii) the auditor's report on the financial statements; and
(iii) a report of the Fund Manager containing the following information:
(A) a review of the Non-Exempt Fund's investment activities during the period to which the report relates; and
(B) particulars of any significant change to the Non-Exempt Fund since the date of the last report; and
(C) any other information which would enable Unitholders to make an informed judgment on the development of the activities of the Non-Exempt Fund during the relevant period and the results of those activities as at the end of that period; and
(D) for a Non-Exempt Fund which invests a substantial proportion of its assets in other Funds, a statement as to the maximum proportion of management fees charged to the Non-Exempt Fund itself and to other Funds in which that Fund invests.
(g) An annual report of a Fund which is an Umbrella Fund must contain:
(i) for each Sub-Fund:
(A) the full audited financial statements for the annual accounting period;
(B) the report of the Fund Manager in accordance with requirements set out in CIS 10.5-1.; and
(C) if the Fund is a Public Non-Exempt Fund, the comparative table in accordance with CIS 10.5-2.;
(ii) an aggregation of the financial statements required by (j)(i)(A) for each Sub-Fund (g)(i)(A);
(iii) the report produced by the auditor in accordance with CIS 10.4.; and
(iv) if the Fund is a Public Non-Exempt Fund, the Oversight Report in accordance with CIS 10.5-3.
(h) Where a Fund is a Hedge Fund, the annual report must also include a report of its Eligible Custodian.
10.5-1. Fund Manager’s report
The matters set out in (a) to (l) must be included in any Fund Manager’s report, except for the Corporate Treasury Centre Fund Manager’s report:
(a) a restatement of the investment objectives of the Fund;
(b) a restatement of the policy for achieving those objectives;
(c) a review of the investment activities, including in relation to (a) and (b), during the period to which the report relates;
(d) particulars of any fundamental change requiring prior approval by Unitholder meeting made since the date of the last report;
(e) particulars of any significant change requiring pre-event notification since the date of the last report;
(f) any other information which would enable Unitholders to make an informed judgement on the development of the activities of the Fund during this period and the results of those activities as at the end of that period;
(g) for a report on an Umbrella Fund, the information required in (a) to (h) must be given for each Sub-Fund if it would vary from that given in respect of the Umbrella Fund as a whole; and
(h) for a Fund which invests a substantial proportion of its assets in other Funds, a statement as to the maximum proportion of management fees charged to the Fund itself and to other Funds in which that Fund invests.
(i) for a report on an ESG Fund the information containing:
(i) on how the Fund’s investment focus has been met during the financial period, including a comparison with the previous period (if any); and
(ii) the actual proportion of investments that meet the Fund’s investment focus (if applicable); and
(iii) any action taken by the Fund in attaining the Fund’s ESG focus.
(j) for a report on a Single Family Office Fund, statements:
(i) confirming that the Single Family Office Fund continues to comprise members of the Single Family;
(ii) confirming that the number of members of the Single Family has not changed (or, if it has, setting out details of the change); and
(iii) confirming that the Single Family Office continues to maintain investable assets of USD 1 million.
(k) for a report on a Credit Fund, the following additional information:
(i) a breakdown of the originated loans between senior secured debt, junior debt and mezzanine debt;
(ii) a summary of all committed but undrawn Credit Facilities;
(iii) a breakdown of the originated loans between loans made with an amortising repayment schedule and loans made with bullet repayments;
(iv) a breakdown of the loan to value ratio for each originated loan;
(v) information in respect of non-performing exposures and exposures subject to forbearance activities;
(vi) a summary of the results of the most recent stress testing undertaken in accordance with Rules 6.15.2 (e)(i) or (ii); and
(vii) a description of any material changes to the credit assessment or monitoring process of the Credit Fund.
(l) for a report on an ETF, the following additional information:
(i) a disclosure of the size of the tracking error at the end of the period under review; and
(ii) a statement in its annual report explaining:
(A) any divergence between the anticipated and realised tracking error for the relevant period; and
(B) the annual tracking difference between the performance of the ETF, and the performance of the index or other benchmark referenced.
10.5-1.1. Corporate Treasury Fund Manager’s report
For a report on a Corporate Treasury Centre Fund, the Fund Manager must report on the progress of the fund’s treasury activities and include in the report:
(i) a copy of the fund’s annual return;
(ii) copies of the fund’s audited financial statements; and
(iii) any additional information or document required by the AFSA.
10.5-2. The comparative table for the annual report for an Umbrella Fund
The comparative table for the annual report for an Umbrella Fund must set out:
(a) the performance record over the last five calendar years, or if the Fund has not been in existence during the whole of that period, over the whole period in which it has been in existence, showing:
(i) the highest and the lowest price of a Unit of each class in issue during each of those years; and
(ii) the net income distributed or, for accumulation Units, allocated for a Unit of each class in issue during each of those years, taking account of any sub-division or consolidation of Units that occurred during that period;
(b) as at the end of each of the last three annual accounting periods or all of the Fund's annual accounting periods, if less than three:
(i) the total NAV of the Fund Property at the end of each of those years;
(ii) the NAV per Unit of each class; and
(iii) for a report of the directors of an Investment Company, the number of Units of each class in issue; or
(iv) for a report of the Fund Manager of any other Fund, the number of Units of each class in existence or treated as in existence; and
(c) if, in the period covered by the table:
(i) the Fund Manager has been the subject of any event such as a transfer scheme having a material effect on the size of the Fund, but excluding any issue or cancellation of Units for cash; or
(ii) there have been changes in the investment objectives of the Fund;
an indication, related in the body of the table to the relevant year in the table, of the date of the event or change in the investment objectives and a brief description of its nature.
10.5-3. Oversight report
(a) The Person providing the oversight function of a Public Non-Exempt Fund must make a report to Unitholders of the Fund which must be included in the Fund’s annual report referred to in CIS 10.5-1.
(b) The oversight report must contain:
(i) a description, which may be in summary form, of the duties of the Person carrying out the oversight functions and in respect of the safekeeping of the Fund Property; and
(ii) a statement whether, in any material respect:
(A) the issue, sale, redemption and cancellation, and calculation of the price of the Units and the application of the Fund's income, have not been carried out in accordance with the Rules and, the Constitution; and
(B) the investment and borrowing powers and restrictions applicable to the Fund.
10.6. Valuation of Fund property
(a) A Fund must have comprehensive and well documented valuation policies and procedures in place to ensure the production of timely and accurate valuation of the Fund and Units of the Fund.
(b) A Fund Manager must ensure that the investment portfolio of each Fund managed by that Fund Manager is valued at regular intervals as appropriate to the nature of the Fund, market practice and investor expectations, and in accordance with the valuation procedures set out in the Fund's Constitution or Offering Materials, except where such valuation is suspended in any circumstances that are set out in the Fund's Constitution or Offering Materials.
(c) A Fund Manager must ensure that as soon as practicable after each valuation point for each Fund it manages, the Fund notifies Unitholders of the value per Unit of the Fund.
(d) Where required by these Rules, a Fund Manager must appoint an independent third party valuer which is expert in valuing the type of investments held by the Fund to value the Fund's investments.
(e) A Fund Manager of a Fund that has Fund Property that consists of Digital Assets must ensure that it does not use an index or benchmark provided by a Price Information Provider to value the Digital Assets unless the Price Information Provider meets the requirements in Schedule 5.
(f) A Fund Manager of a Money Market Fund must conduct a valuation of the Fund Property on a mark to market basis at least once every week and at the same valuation point used to value the Fund Property on an amortised cost basis.
(g) A Fund Manager of a Money Market Fund must ensure that the value of the Fund Property when valued on a mark to market basis does not differ by more than 0.5% from the value of the Fund Property when valued on an amortised cost basis.
(h) A Fund manager must establish procedures designed to stabilise a Money Market Fund if the mark to market value of the Fund differs from its amortised cost basis value by less than 0.5%.
11. ADDITIONAL REQUIREMENTS TO SPECIALIST FUNDS
11.1. Rules relating to Real Estate Investment Trusts
(a) A Fund Manager, or any other Person making an Offer of a Unit of a Fund or otherwise marketing a Fund, must not include the term "Real Estate Investment Trust" or "REIT" or refer to a Fund or otherwise hold out a Fund as being a Real Estate Investment Trust or a REIT, unless it is a Fund which complies with Rule 2.4(b)(iv).
(b) If at any time during its operation of the Real Estate Investment Trust, the requirements in Rule 2.4(b)(iv) are not met, the Fund Manager must immediately notify the AFSA of the failure to meet the requirements in these Rules, and of what measures have been or will be taken to remedy the breach. If the breach is not remedied within six months, the Fund will cease to meet the criteria of being a Real Estate Investment Trust. The Fund Manager shall notify Unitholders promptly:
(i) of it becoming aware that the Fund is reasonably likely to cease to qualify as a Real Estate Investment Trust (such notice to include the expected date of such cessation); and
(ii) on the date of such cessation.
(c) The Fund Manager of a Real Estate Investment Trust is responsible for appointing a Property Manager for the Real Estate Investment Trust and such Property Manager shall either be a:
(i) a third party that is permitted under law or regulation (where applicable) to provide Real Estate Management and Servicing Activities; or
(ii) a subsidiary of the Fund Manager, which has been established for the purpose of carrying on Real Estate Management and Servicing Activities.
(d) The Fund Manager of a Real Estate Investment Trust must ensure that it distributes to the Unitholders each year an amount equal to not less than 80% of its audited annual net income.
(e) The Fund Manager of a Real Estate Investment Trust must determine if any:
(i) revaluation surplus credited to income, or
(ii) gains on disposal of Real Property,
shall form part of the annual net income for distribution to Unitholders.
(f) A Real Estate Investment Trust may only use leverage or borrow:
(i) in aggregate, up to a maximum of 60% of its NAV (as determined at the time of drawdown of funds); and
(ii) for investment purposes or to meet its short-term working capital.
(g) A Real Estate Investment Trust is permitted to own, and its Fund Manager is permitted to establish, special purpose vehicles for the purpose of holding Real Property, provided that a Real Estate Investment Trust must own directly or indirectly not less than 60% of the shares, and be entitled to exercise directly or indirectly at least 60% of the voting rights, of any such special purpose vehicle.
(h) Where a Real Estate Investment Trust holds any Real Property via one or more special purpose vehicles, the Fund Manager must ensure that each special purpose vehicle distributes to the Fund all of the Fund's proportionate share of the special purpose vehicle's net income to the maximum extent permitted by the laws and regulations of the jurisdiction where the special purpose vehicle is established.
(i) A Fund Manager of a Real Estate Investment Trust that is an Exempt Fund shall be permitted to accept non-cash consideration for the purchase of Units in the Real Estate Investment Trust, subject to complying with Rule 6.11(l). Non-cash consideration for the purchase of Units is not permitted in Real Estate Investment Trusts that are Non-Exempt Funds.
(j) Real Estate Investment Trusts can only invest in property under development full completion of construction of which is guaranteed by a relevant state authority or institution or acceptable by the AFSA guarantee issued by a credible bank. The total contract value of the property under development must not exceed 10% of the NAV of the Fund property of the REIT.
(l) A Fund Manager of a Real Estate Investment Trust must include in the Fund’s Offering Materials:
(i) a detailed description of how the Fund intends to acquire and hold its investments in Real Properties (including the maximum number of special purpose vehicles through which Real Properties may be held);
(ii) the maximum percentage of the Real Estate Investment Trust's assets (by reference to the Real Estate Investment Trust's NAV) that may be deployed for the purposes of property refurbishment, retrofitting and renovation, or a statement that no such activities are permitted; and
(iii) (where applicable under Rule 6.11(i)), a statement that the Fund Manager may accept non-cash consideration for the purchase of units in the Real Estate Investment Trust and a description of the lock-up period (if any) applicable to Units acquired for non-cash consideration.
11.2. Rules relating to Private Equity Funds
A Fund Manager, or any other Person making an Offer of a Unit of a Fund or otherwise marketing a Fund, must not include the term "Private Equity Fund" or refer to a Fund or otherwise hold out a Fund as being a Private Equity Fund unless it is a Fund which complies with Rule 2.4(b)(ii).
11.3. Rules relating to Venture Capital Funds
A Fund Manager, or any other Person making an Offer of a Unit of a Fund or otherwise marketing a Fund, must not include the term "Venture Capital Fund" or refer to a Fund or otherwise hold out a Fund as being a Venture Capital unless it is a Fund which complies with Rule 2.4(b)(iii).
11.4. Rules relating to Umbrella Funds
(a) An Umbrella Fund may be formed as a Protected Cell Company (PCC) and must be an open-ended Fund if formed as a PCC.
(b) A Fund Manager of an Umbrella Fund that is not constituted as a Protected Cell Company must ensure that the Fund is structured and operated in a manner that enables the effective management of:
(i) the number of Sub-Funds; and
(ii) the nature and diversity of their investment strategies, having regard to the adequacy of the Fund’s governance, valuation, operational and risk management arrangements.
(c) A Fund Manager must ensure that the arrangements referred to in (a) are appropriate to the scale, complexity and risk profile of the Umbrella Fund.
(d) A Fund Manager of an Umbrella Fund must ensure that none of its Sub-Funds invests in another of its Sub-Funds.
Guidance
An Umbrella Fund may be a Company constituted as a Protected Cell Company (PCC) or Investment Company. An Umbrella Fund may also be a Limited Partnership;
Unitholders of an Umbrella Fund are entitled to exchange rights they have in one Sub-Fund for rights in another Sub-Fund of the same Umbrella Fund;
A Sub-Fund of an Umbrella Fund is not a feeder fund (a Fund dedicated to investing in the Units or Debentures of a single other fund – master fund) or any other form of a discrete Fund;
A PCC is a form of a Company which needs to be registered as a PCC under the Companies Regulations. An Umbrella Fund using the PCC structure has the benefit of legal segregation of Fund Property forming part of each individual cell. Accordingly, Fund Property of one cell of a PCC is not available to pay any obligations arising in relation to another cell of that PCC.
It is not mandatory for an Umbrella Fund to be constituted as a PCC. Instead, such Funds may be formed as a conventional Investment Company, Investment Trust or Limited Partnership. However, the legal segregation available to each cell of a PCC is not available to Sub-Funds of Umbrella Funds not formed as a PCC. In such cases, Fund Managers should ensure that the structure of the Umbrella Fund, including the number of Sub-Funds and the nature of their investment strategies, is appropriate having regard to the adequacy of the Fund’s governance, valuation, operational and risk management arrangements. Relevant requirements relating to the management and operation of Umbrella Funds are set out in Chapter 7.
Guidance
Umbrella Funds not constituted in the form of Protected Cell Company cannot benefit from legal segregation of sub-funds. Therefore, without legal segregation, umbrella funds rely on operational systems and governance arrangements to manage multiple sub-funds within a single legal entity. Where the AFSA considers that the number of Sub-Funds, or the diversity of their investment strategies, is such that the Umbrella Fund cannot be effectively managed in accordance with Rule 7.5-1, the AFSA may exercise within its powers set out in its powers to impose appropriate conditions or restrictions on the number of sub-funds
11.5. Rules relating to Single Family Office Funds
(a) The Fund Manager of a Single Family Office Fund must include in the Fund’s Constitution a statement containing the following:
(i) the name of the common ancestor of the Single Family, the details of the identities of the family members to be served by the Single Family Office, either directly or by way of Family Entities or Family Fiduciary Structures, and proof of their common ancestry;
(ii) a short explanation of the Source of Wealth of the family members served by the Single Family Office;
(iii) the details of the due diligence that has been conducted to verify the Source of Funds that is funding the Single Family Office.
(iv) the details of who controls the Single Family Office;
(v) the details of the Ultimate Beneficial Owner of the Single Family Office;
(vi) the details of Family Clients to be served by the Single Family Office;
(vii) the details of any family members that are Politically Exposed Persons; and
(viii) confirmation that the Single Family meets minimum investable assets under management requirement.
(b) The Fund Manager of a Single Family Office Fund:
(i) must not manage assets for any Person other than Family Clients; and
(ii) must not act as Fund Manager of any other Fund.
11.6. Rules relating to the Corporate Treasury Centre Fund
(a) The Corporate Treasury Centre Fund Manager is not required to have a Governing Body and appoint a Finance Officer and Compliance Officer.
(a) The Director of a Corporate Treasury Centre Fund who is managing the Corporate Treasury Centre Fund must not act as the Fund Manager of any other Fund or manage assets for another Person.
11.7. Rules relating to Credit Funds
11.7.1. Systems and controls requirements for Fund Managers of Credit Funds
The Fund Manager of a Credit Fund must maintain systems and controls that include suitable, documented policies and procedures designed to ensure:
(i) a Fund risk appetite statement is developed and incorporated into its investment process;
(ii) that provision of Credit to a Borrower is only made based upon a sound assessment and pricing methodology;
(iii) the ongoing monitoring of granted Credit, including policies for renewals and refinancing;
(iv) that adequate risk management is undertaken, including in relation to credit risk and concentration risk;
(v) the application of stress testing methodologies as set out in Section 6.15.2(e);
(vi) the management of collateral;
(vii) that bad debt and impairments are identified and managed; and
(viii) the timely, appropriate and accurate valuation of Fund Property.
11.7.2. Eligible investments and diversification requirements
(a) The Fund Manager of a Credit Fund must not allow for Credit to be provided to, or for the benefit of:
(i) a natural person;
(ii) a Related Party;
(iii) a Collective Investment Scheme;
(iv) a Person intending to utilise such financing for the purpose of speculative investment; or
(v) a Bank or lender.
(b) A Fund Manager must ensure that the investment strategy of a Credit Fund is designed to achieve a portfolio that meets the Fund’s specified diversification and concentration requirements within a stated period from the date of the Fund establishment.
(c) The investment strategy of a Credit Fund must limit the maximum exposure to a single borrower (or group of connected borrowers) to 25% of the NAV of the Fund unless otherwise approved by the AFSA.
(d) The Fund Manager must ensure that borrowing by a Credit Fund must not exceed 100% of the NAV of the Fund unless otherwise approved by the AFSA.
(h) The Fund Manager of a Credit Fund must have a comprehensive stress testing and scenario analysis programme that:
(i) identifies possible events or future changes in economic conditions that could have unfavourable effects on the Credit Fund’s credit exposures and assess the Credit Fund’s ability to withstand such changes;
(ii) requires the outcomes of applying stresses to be compared against internal risk limits established by the Fund Manager in respect of the Credit Fund;
(iii) considers the evolution of both specific transactions and aggregate exposures, reflecting all forms of counterparty credit risk at the level of specific counterparties, across an appropriate time horizon that represents meaningful stress testing;
(iv) provides at least semi-annual exposure stress testing of principal market risk factors such as interest rates, FX and credit spreads for all counterparties of the Credit Fund in order to identify and enable the Fund Manager to reduce significant concentrations, relative to the internal risk limits, and specific risks when necessary;
(v) requires scenario analysis exercises to be undertaken at least annually and incorporates material risks including yield curve exposure and basis risks; and
(vi) must be undertaken by qualified personnel not involved in the investment management process of the Credit Fund.
(i) The AFSA may direct the Fund Manager of a Credit Fund to conduct more frequent stress testing and scenario analysis.
(j) The results of stress testing and scenario analysis performed in accordance with Rules 6.15.2 (e)(i) and 6.15.2(e)(ii) must be reported without undue delay to the Governing Body of the Fund Manager.
Guidance
The periodic stress testing and scenario analysis required by Rule 6.15.2(e) should be viewed as a minimum standard. The Fund Manager of a Credit Fund should consider the fund’s complexity, liquidity and risk profile when considering the frequency of stress testing and scenario analysis or, should a material risk be identified, whether ad hoc stress testing and scenario analysis should be undertaken.
Scenario analysis may reflect historical or hypothetical scenarios and should, at a minimum, address scenarios where:
(a) severe economic or market events have occurred;
(b) broad market liquidity has decreased significantly;
(c) a large financial intermediary is liquidating positions and
(d) the Credit Fund is required to liquidate assets during a period of extreme market stress.
The AFSA considers that the "stated period" referred to in Rule 6.15.2 (b) is to be one year.
11.8. Rules relating to ETFs
(a) A Fund Manager, or any other Person making an Offer of a Unit of a Fund or otherwise marketing a Fund, must not include the term "Exchange Traded Fund" (or “ETF”) or refer to a Fund or otherwise hold out a Fund as being an Exchange Traded Fund or ETF, unless it is a Fund which complies with Rule 2.4-1(j).
(b) A Fund Manager of an ETF must take reasonable steps to ensure that any Authorised Participant it appoints has adequate systems and controls to ensure that the Units of the ETF are traded on-market at a price that does not significantly vary from the most recent NAV of the ETF, or the iNAV of the ETF, if available.
(c) A Fund Manager of an ETF must ensure that the investment objective and strategy of the Fund is to track the performance of an index or benchmark specified in its Offering Materials.
(d) A Fund Manager of an ETF may use an index or other benchmark for the purposes referred to in (c) only if it is provided by a Price Information Provider that meets the requirements in Schedule 5.
(e) In (d), a Price Information Provider is a price reporting agency or an index or benchmark provider which constructs, compiles, assesses or reports, on a regular and systematic basis, prices of Investments, rates, indices, commodities or figures, which are made available to users, including a Fund Manager.
(f) The Fund Manager of an ETF must treat an arrangement between the Fund Manager and a Related Party to use an index or benchmark provided by the Related Party as a Related Party Transaction.
(g) A Fund Manager of an ETF must take reasonable steps to ensure that the Fund’s Offering Materials and marketing materials describe the type of ETF in a way that is clear and not misleading to enable investors and potential investors to understand the type of ETF, and its characteristics.
11.9. Rules relating to Money Market Funds
(a) A Fund Manager of a Money Market Fund must ensure that the Fund’s investment strategy is consistent with the investment objectives of such a Fund as set out in Rule 2.4-1(k).
(b) Without limiting (a), the Fund Manager of a Money Market Fund must ensure that:
(i) at least 90% of the NAV of the Fund Property is invested in Deposits or Debentures that are of high quality, as determined by the Fund Manager in accordance with Rule 6.17(d);
(ii) at least 10% of the NAV of the Fund Property consists of cash in accounts that permit the cash to be withdrawn immediately on demand;
(iii) subject to (e), Deposits with, or Debentures issued by, a single entity do not exceed 10% of the NAV of the Fund Property;
(iv) the Fund invests only in Deposits or Debentures:
(A) with a residual maturity until the legal redemption date of not more than two years; and
(B) where the time remaining until the next interest rate reset date is not more than 397 days;
(v) the Fund Property has a weighted average maturity of not more than 6 months;
(vi) the Fund Property has a weighted average life of not more than 12 months;
(vii) the Fund does not invest in Financial Instruments other than Deposits or Debentures, except for:
(A) Units in other Money Market Funds that have investment objectives and strategies consistent with those of the Fund; or
(B) Derivatives that are used solely to hedge against foreign exchange rate risk; and
(viii) the borrowings of the Fund do not, at any time, exceed 10% of the NAV of the Fund Property.
(c) In (b):
(i) the NAV of Fund Property, means the value of Fund Property at the most recent valuation under Rule 10.6;
(ii) the “weighted average maturity” of Fund Property, means the average length of time to maturity of all the Financial Instruments held as Fund Property, weighted to reflect the relative holdings in each Financial Instrument, where the maturity of a floating rate instrument is the time remaining until the next interest rate reset; and
(iii) the “weighted average life” of Fund Property, means the weighted average of the remaining life of each Financial Instrument held as Fund Property, where the remaining life of a Financial Instrument is the time until the due date for repayment of the principal.
(d) To determine whether a Deposit or Debenture is of high quality for the purposes of Rule 6.17(b)(i), a Fund Manager of a Money Market Fund must carry out due diligence to an adequate standard on the Deposit or Debenture, taking into account the following factors:
(i) the credit quality of the Issuer, and any guarantor, of the Investment;
(ii) the nature and quality of the asset class represented by the Investment;
(iii) the liquidity of the Investment; and
(iv) any other risks associated with the Investment or the market in which it is traded.
(e) For 6.17 (b)(iii):
(i) the 10% single entity limit does not apply if the issuing entity is a government or government agency, or if the issue is government-guaranteed; and
(ii) Deposits with, or Debentures issued by a bank may exceed 10% (up to a maximum of 20%) of the NAV of the Fund Property.
SCHEDULE 1: CONTENT REQUIREMENTS FOR CONSTITUTION
The Constitution of a Non-Exempt Fund must contain all of the information specified below, except where it is an Exempt Fund, in which case, it must contain the information specified in subrules (a), (b), (c), (d), (da), (db), (ia), (ib), (j), (k), (m), (n), (o), (s) and (u):
(a) the name of the Fund;
(b) the Fund Manager’s and, if the Fund is structured as an Investment Trust, the Trustee’s name and its principal place of business;
(c) a statement that the Fund is a Domestic Fund, the Constitution of which is governed by the laws of the AIFC;
(d) the legal form of the Fund and whether it is open- or closed-ended;
(da) If the Fund is If the Fund is a specialist class of a Fund as defined in CIS 2.4, the relevant specialist class, and if applicable, that the Fund is an Islamic Investment Fund and consequently the Fund's entire business operations are conducted in accordance with Shari'a.
(db) If the Fund is an Exempt Fund managed by a Foreign Fund Manager, that fact and the details of the appointed Fund Administrator or Eligible Custodian of the Fund.
(e) a statement to the effect that:
(i) the Fund Manager is responsible for all operations concerning the Fund and may from time to time delegate activities or outsource functions, but not the responsibility for conducting those activities and functions, to another Person in accordance with these Rules; and
(ii) the Fund Property is entrusted to the Fund Manager and the Fund Manager remains responsible for the property even when an Eligible Custodian holds the legal title to the Fund Property; or
(iii) the Fund Property is held on trust by the Fund’s Trustee, as the case may be.
(f) if the duration of the Fund is limited, the length of such duration;
(g) a statement that fees, charges and other expenses of the Fund may be taken out of Fund Property and the basis for determination of the amount of such fees, charges and other expenses;
(h) the maximum and minimum sizes of the Fund's capital, if any;
(i) a statement that a Unitholder is not liable:
(i) for the debts of the Fund, unless the applicable legislation prescribes otherwise and, if so, those circumstances;
(ii) to make any further payment after he has paid the price of his Units and that no further liability can be imposed on him in respect of the Units he holds;
(ia) a statement that payments to the Fund Manager, Trustee, any Eligible Custodian, or the Person providing the oversight function (including a Shari'a Supervisory Board) by way of remuneration are authorised to be paid (in whole or in part) out of the Fund Property.
(ib) Where the Fund is an Investment Trust, the following information:
(i) the Trust Deed is made under and governed by these Rules and:
(A) is binding on each Unitholder as if he had been a party to it and that he is bound by its provisions; and
(B) authorises and requires the Fund Manager and the Trustee to do the things required or permitted of them by its terms and these Rules.
(ii) Subject to the provisions of these Rules:
(A) the Fund Property (other than sums held to the credit of the distribution account) is held by the Trustee on trust for the Unitholders according to the number of Units held by each Unitholder or, where relevant, according to the number of individual shares in the Fund Property represented by the Units held by each Unitholder; and
(B) the sums standing to the credit of any distribution account are held by the Trustee on trust to distribute or apply in accordance with these Rules relating to income;
(j) information on the investment objectives of the Fund, including:
(i) whether the aim of the Fund is to spread investment risks and, if a Property Fund, whether the Fund invests in a single property;
(ii) the types of Investments or assets in which it and (where applicable) each Sub-Fund may invest; and
(iii) if the Fund is a specialist class of Fund, the class of Fund;
(k) details of any investment, borrowing or stock lending restrictions or, in the event that there are no such restrictions, a statement to that effect;
(l) a statement specifying:
(i) the classes of Units which the Fund may issue; and
(ii) the rights attaching to Units of each class (including any provisions for the expression in two or more denominations of such rights);
(m) details as to:
(i) the provisions relating to any restrictions on the right to redeem Units in any class; and
(ii) the circumstances in which the issue of the Units of any particular class may be limited;
(n) details of who is carrying out the calculation, transfer, allocation and distribution of income for any class of Unit issued and outstanding during the accounting period;
(o) information regarding the provision for the payment of income, if any, and the date on which such distribution shall be made;
(p) a statement specifying the base currency of the Fund;
(q) details of the procedures for the convening of meetings and the procedures relating to resolutions, voting and the voting rights of Unitholders;
(r) details of oversight arrangements;
(s) details as to:
(i) the grounds under which the Fund Manager may initiate a suspension of the Fund and any associated procedures; and
(ii) the methodology for determining the rights of Unitholders to participate in the Fund Property on winding up;
(t) details of the manner in which amendments to the Constitution may be made;
(u) a statement that nothing in the Constitution has the effect of exempting the Fund Manager and, if the Fund is structured as an Investment Trust, the Trustee, from any liability to Unitholders imposed under AIFC law and the Rules; and
(v) details of those matters which enable the Fund, Fund Manager or any Person providing the oversight function of the Fund to obtain any privilege or power conferred by the Rules which is not otherwise provided for in the Constitution.
SCHEDULE 1-1. CONTENT REQUIREMENTS FOR OFFERING MATERIALS
The Offering Materials of a Non-Exempt Fund must contain all of the information specified below.
(a) a description of the investment objective, policy and strategy of the Fund, information on where any master fund is established and where the underlying funds are established if the Fund is a fund of funds, a description of the types of assets in which the Fund may invest, the techniques it may employ and all associated risks, any applicable investment restrictions, the circumstances in which the Fund may use leverage, the types and sources of leverage permitted and the associated risks, any restrictions on the use of leverage and any collateral and asset reuse arrangements, and the maximum level of leverage which the Fund may utilise; and
(b) a description of the procedures by which the Fund may change its investment strategy or investment policy, or both; and
(c) a description of the main legal implications of the contractual relationship entered into for the purpose of investment, including information on jurisdiction, on the applicable law and on the existence or not of any legal instruments providing for the recognition and enforcement of judgments in the territory where the Fund is established; and
(d) the identity of the Fund Manager, custodian or depositary, auditor and any other service providers for the Fund and a description of their duties and Unitholder's rights in respect of those persons; and
(e) a description of any functions that have been delegated by the Fund Manager and any other of the Fund's service providers, the identification of each such delegate and any conflicts of interest that may arise from such delegations; and
(ea) a statement of the place where copies of the Fund Constitution may be obtained;
(f) a description of the Fund's valuation procedure and of the pricing methodology for valuing assets; and
(g) a description of the Fund's liquidity risk management, including the redemption rights both in normal and in exceptional circumstances, and the existing redemption arrangements with Unitholders; and
(h) a description of all fees, charges and expenses and of the maximum amounts thereof which are directly or indirectly borne by Unitholders; and
(i) a description of how the Fund ensures a fair treatment of Unitholders and, whenever a Unitholder obtains preferential treatment or the right to obtain preferential treatment (including pursuant to side-letter arrangements), a description of that preferential treatment, the type of Unitholders who obtain such preferential treatment and, where relevant, their legal or economic links with the Fund or the Fund Manager; and
(j) the latest annual report for the Fund, if applicable; and
(k) the procedure and conditions for the issue and sale of units or shares of the Fund; and
(l) where available, the latest NAV of the Fund and its units or shares or the latest market price per unit or share of the Fund; and
(m) where available, information regarding the historical performance of the Fund; and
(n) if relevant, the identity of any prime broker for the Fund and a description of any material arrangements with that prime broker and the way the conflicts of interest in relation thereto are managed, information about the possibility of transfer and reuse of the Fund's assets by the prime broker, and information about any transfer of liability to the prime broker that may exist; and
(o) the total amount of leverage employed by the Fund; and
(p) the life of the Fund, the ability to terminate the Fund and the process by which the Fund may be terminated; and
(q) a description of the arrangements in place for the safekeeping of cash held by or on behalf of the Fund pending investment or distribution to Unitholders.
(r) if a Fund is a Listed Fund, a description of the arrangements for listing of the Units and the listing venues on which Units of the Listed Fund may be traded.
SCHEDULE 1-2. APPROVALS AND NOTIFICATIONS
1. Fundamental changes
(a) The Fund Manager of a Non-Exempt Fund must, by way of a Special Resolution, obtain prior approval from the Unitholders for any proposed change to the Fund which is a fundamental change.
(b) A “fundamental change” is a change or event which:
(i) changes the purpose or nature of the Fund;
(ii) may materially prejudice a Unitholder;
(iii) alters the risk profile of the Fund; or
(iv) introduces any new type of payment out of Fund Property.
(c) Notwithstanding (b) above, any change may be fundamental depending on its degree of materiality and effect on the Fund and its Unitholders. Consequently, the Fund Manager must determine whether in each case a particular change is fundamental in nature and, if the Fund is an Investment Trust, obtain the Trustee’s agreement to the outcome of the determination.
Guidance:
For the purpose of this rule, a fundamental change to a Fund is likely to include:
(a) any proposal for a scheme of arrangement;
(b) a change in the investment policy to achieve capital growth from investment in one country rather than another;
(c) a change in the investment objective or policy to achieve capital growth through investment in fixed interest rather than in equity investments;
(d) a change in the investment policy to allow the Fund to invest in derivatives as an investment strategy which increases its volatility;
(e) a change to the characteristics of a Fund to distribute income annually rather than monthly;
(f) the introduction of limited redemption arrangements; or
(g) a change of a Fund Manager, Trustee, Custodian or other oversight arrangement.
2. Significant changes
(a) The Fund Manager of a Non-Exempt Fund must give prior written notice to Unitholders in respect of any proposed change to the operation of a Fund where the change constitutes a significant change.
(b) A “significant change” is a change or event which is not a fundamental change under rule 1 of Schedule 1 but:
(i) affects a Unitholder's ability to exercise his rights in relation to his investment;
(ii) would reasonably be expected to cause the Unitholder to reconsider his participation in the Fund;
(iii) results in any increased payments out of the Fund Property to the Fund Manager, the Trustee or any other director or an associate of either; or
(iv) materially increases other types of payment out of Fund Property.
(c) Changes may be significant depending in each case on their degree of materiality and effect on the Fund and its Unitholders. Consequently the Fund Manager will need to determine whether in each case a particular change is significant in nature or not and if the Fund is an Investment Trust obtain the Trustee’s agreement of the outcome of the determination.
Guidance:
(1) The notice period required for a pre-event notification to the Unitholder should be of a reasonable length, which is expected to be at least 60 days.
(2) For the purpose of this section, a significant change is likely to include:
(a) a change in the method of price publication;
(b) a change in any operational policy such as dilution policy or allocation of payments policy; or
(c) an increase in the preliminary charge where Units are purchased through a group savings plan.
3. Notifiable changes
(a) A Fund Manager must inform Unitholders in an appropriate manner and timescale of any notifiable changes that are reasonably likely to affect, or to have affected, the operation of the Fund.
(b) A notifiable change in (a) is a change or event, other than a fundamental change or a significant change specified in rule 2 of Schedule 1-2, which a Unitholder must be made aware of unless the Fund Manager concludes that the change is insignificant.
Guidance:
(1) The circumstances causing a notifiable change may or may not be within the control of the Fund Manager.
(2) For the purpose of this section, a notifiable change might include:
(a) a change of a named investment manager where the Fund has been marketed on the basis of that investment manager's involvement;
(b) a significant political event which impacts on the Fund or its operation;
(c) a change to the time of the valuation point; the introduction of limited issue arrangements; or
(d) a change in the name of the Fund.
(3) The appropriate manner and timescale of notification in this section would depend on the nature of the change or event. Consequently, the Fund Manager will need to assess each change or event individually.
(4) An appropriate manner of notification could include:
(a) sending an immediate notification to the Unitholder;
(b) publishing the information on a website; or
(c) the information being included in the next periodical report of the Fund.
SCHEDULE 2: RECOGNISED JURISDICTIONS
(a) The AFSA will consider eligibility criteria when determining the assessment of a Recognised Jurisdiction, namely whether:
(i) the jurisdiction is listed as a Compliant Country or Territory by the Financial Action Task Force;
(ii) the jurisdiction complies with OECD standards for the exchange of tax information, including adherence to multilateral agreements in respect of the exchange of information;
(iii) the jurisdiction's financial services regulatory regime achieves broadly similar outcomes to that of the AFSA; and
(iv) the jurisdiction has appropriate co-operation arrangements in place with the AFSA to ensure co-operation including the exchange of information between regulatory authorities.
(b) The AFSA will publish on its website a list of Recognised Jurisdictions that it considers as having met the eligibility criteria in (a).
(c) The AFSA may determine that a jurisdiction no longer satisfies one or more of the eligibility criteria in (a), and that jurisdiction will cease to be a Recognised Jurisdiction and may be removed accordingly from the list of Recognised Jurisdictions on the AFSA's website.
SCHEDULE 3: ACCEPTABILITY ASSESSMENT
The AFSA will consider whether a non-AIFC jurisdiction is acceptable by assessing the following factors, after the Foreign Fund Manager has submitted documentation:
(a) containing a comparative analysis of its jurisdiction's regulatory regime in relation to Funds and Fund Managers compared with that of the AFSA;
(b) that identifies any gaps between the home state and the AFSA's fund management and regulatory regimes; and
(c) demonstrates the controls intended to remedy any gaps identified in order to satisfy the AFSA's regulatory requirements.
SCHEDULE 4: FORMS
For the purposes of the CIS the prescribed forms are listed in the following table.
|
Purpose |
Relevant section or Rule |
Form |
|
Application form for Recognition of Foreign Fund Managers |
CIS 4-1.1 |
|
SCHEDULE 5: USE OF PRICE INFORMATION PROVIDERS
This Schedule applies to a Fund Manager of:
(a) an Exchange Traded Fund; or
(b) a Digital Asset Fund.
Use of price information providers
(a) A Fund Manager of an ETF may only use an index or other benchmark provided by a Price Information Provider for the purposes referred to in Rule 6.16(c) if it has undertaken appropriate due diligence to ensure that the Price Information Provider, on an on-going basis, meets the requirements set out in (c).
(b) A Fund Manager of a Fund that has any Fund Property that consists of Digital Assets may only use an index or other benchmark provided by a Price Information Provider to value the Digital Asset if it has undertaken appropriate due diligence to ensure that the Price Information Provider, on an on-going basis, meets the requirements set out in (c).
(c) The requirements relating to the Price Information Provider are that:
(i) it has fair and non-discriminatory procedures for establishing prices of Investments which are made public
(ii) it can demonstrate adequate and appropriate transparency over the methodology, calculation and inputs to allow users to understand how the benchmark or index is derived and its potential limitations by:
(A) making publicly available all the rules that govern the methodology, composition, components and value, and relative weighting of securities in each index or benchmark within a reasonable time frame as appropriate to the nature of the index and its users; and
(B) not making changes to the rules for index compilation without giving advance public notice before any changes are made;
(iii) where appropriate, it gives priority to concluded transactions in making assessments and adopts measures to minimise selective reporting;
(iv) it is of good standing and repute as an independent and objective price reporting agency or index provider;
(v) it has a sound corporate governance framework;
(vi) it has adequate arrangements to avoid its staff having any conflicts of interest where such conflicts have, or are likely to have, a material adverse impact on price establishment process, and in particular, it does not employ ETF staff, for the purposes relating to the creation, development or modification of the index compilation rules and their review; and
(vii) it has adequate complaint resolution mechanisms to resolve any complaints about the Price Information Provider’s assessment process and methodology.
Annex 2 – Proposed Consequential amendments to the AIFC Rules
PROPOSED CONSEQUENTIAL AMENDMENTS TO AIFC RULES
In these amendments, underlining indicates a new text and strikethrough indicates a removed text.
AIFC GLOSSARY
2. INTERPRETATION
|
(…) |
(…) |
|
Islamic Finance Business |
Any part of the financial business of an Authorised Person which is carried out in accordance with Shari’a. |
|
Islamic Investment Fund |
A type of Specialist Fund defined in CIS 2.4.2. |
|
(…) |
(…) |
|
|
|
|
(…) |
(…) |
|
Source(s) of Wealth |
Source(s) of Wealth How the customer's global wealth or net worth is or was acquired or accumulated. |
|
Special Resolution |
Special Resolution in relation to a Domestic Fund, a resolution passed by a majority of not less than 75% of the votes validly cast (whether on a show of hands or on a poll) for and against the resolution at a general meeting or class meeting of Unitholders, of which notice specifying the intention to propose the resolution as a special resolution has been duly given. |
|
(…) |
(…) |
|
Travel Rule |
Travel Rule Has the meaning given to it in FATF’s Updated Guidance for a Risk-Based Approach for Virtual Assets and Virtual Asset Service Providers [October 2021], as may be amended from time to time. |
|
Trustee |
In CIS means a Person who is appointed under a Trust Deed as the trustee of an Investment Trust to hold the Investment Trust's Property on trust for the Unitholders and to oversee the operation of the Investment Trust and, in relation to a Domestic Fund, is authorised under its Licence to Act as the Trustee of the Investment Trust. |
|
Trust Deed |
A deed entered into by a Fund Manager and the Trustee to create an Investment Trust. |
|
(…) |
(…) |
|
Unit |
A Note: The nature of the rights or interests will differ according to the form of the Fund. If the Fund is an Investment Company, the units would be shares in the Company. If the Fund is a Limited Partnership, the units would be participation interests in the Partnership. |
|
(…) |
(…) |
AIFC GENERAL RULES
(…)
1. LICENSING OF CENTRE PARTICIPANTS
1.1. Authorised Firms
1.1.17. Exclusion in respect of Single Family Offices
Subject to CIS 3.17(c), a Person does not carry on a Regulated Activity specified in paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, or 15 of Schedule 1 if:
(a) that Person is a Single Family Office; and
(b) the activity is carried on exclusively for the purposes of, and only in so far as it is, carrying out its duties as a Single Family Office.
(…)
2. CONTROLLED AND DESIGNATED FUNCTIONS
2.1. Mandatory appointments
2.1.1. Appointments to be filled by Approved Individuals
(1) Subject to (2), (3) and (4), an Authorised Person must make the following appointments and ensure that they are held by one or more Approved Individuals at all times:
(a) Senior Executive Officer;
(b) Finance Officer;
(c) Compliance Officer; and
(d) Money Laundering Reporting Officer.
(2) For an Authorised Person Operating a Representative Office the mandatory appointments in (1) may be carried on by its Principal Representative.
(3) An Authorised Firm which is a Credit Rating Agency:
(a) need not make the appointments referred to in (1)(b) and (d); and
(b) must ensure that the appointments referred to in 1(a) and (c) are held by different Approved Individuals at all times.
(4) An Authorised Firm which is a Fund Manager of a Single Family Office Fund or Corporate Treasury Centre Fund need not make the appointments in (1)(b) and (c).
(…)
5. SYSTEMS AND CONTROLS
5.3. Corporate governance
5.3.1. Governing Body
(1) Subject to (2), an Authorised Person must have a Governing Body that meets the requirements of GEN 5.3.2 (membership), 5.3.3 (responsibilities) and 5.3.4 (competence, training and access to information).
(2) An Authorised Firm which is a Fund Manager of a Single Family Office Fund or Corporate Treasury Centre Fund need not have a Governing Body.
(…)
SCHEDULE 1: REGULATED ACTIVITIES
4. Managing a Collective Investment Scheme
(1) Managing a Collective Investment Scheme means establishing, managing or otherwise operating or winding up a Collective Investment Scheme.
(2) To the extent that any activity under (1) constitutes Managing Assets Investments, Providing Fund Administration, Dealing as Agent, Dealing as Principal, Arranging Deals in Investments, Providing Custody, or, in relation to a Credit Fund, additionally constitutes Providing Credit, Advising on a Credit Facility or Arranging a Credit Facility, such a Regulated Activity is taken to be incorporated within Managing a Collective Investment Scheme.