• Part 2 Part 2 Activities

    • Chapter 1 Chapter 1 Dealing in Investments

      • The activity

        • 4. Dealing in Investments as Principal

          Buying, Selling, subscribing for or underwriting Financial Instruments as principal is a specified kind of activity.

      • Exclusions

        • 5. Absence of holding out etc.

          (1) Subject to sub-paragraph (2), a person ("A") does not carry on an activity of the kind specified by paragraph 4 by entering into a transaction which relates to a Security (or is the assignment of a Contract of Insurance, or of an investment specified in paragraph 98, so far as relevant to such a contract), unless —
          (a) A holds himself out as willing, as principal, to Buy, Sell or subscribe for investments of the kind to which the transaction relates at prices determined by him generally and continuously rather than in respect of each particular transaction;
          (b) A holds himself out as engaging in the business of Buying investments of the kind to which the transaction relates with a view to Selling them;
          (c) A holds himself out as engaging in the business of underwriting investments of the kind to which the transaction relates; or
          (d) A regularly solicits members of the public with the purpose of inducing them, as principals or agents, to enter into transactions constituting activities of the kind specified by paragraph 4, and the transaction is entered into as a result of his having solicited members of the public in that manner.
          (2) This paragraph does not apply where A enters into the transaction as bare trustee for another person and is acting on that other person's instructions.

        • 6. Deals with or through Authorised Persons or Exempt Persons or through foreign licensed persons

          (1) A person who is not an Authorised Person does not carry on an activity of the kind specified by paragraph 4 by entering into a transaction relating to a Derivative or a Contract of Insurance —
          (a) with or through an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
          (b) through an office outside the Abu Dhabi Global Market maintained by a party to the transaction, and with or through a person whose head office is situated outside the Abu Dhabi Global Market and whose ordinary business involves him in carrying on activities of the kind specified by any of paragraphs 4, 12, 16, 28, 43, 56, 59, 60, 61 or, so far as relevant to any of those paragraphs, paragraphs 64 or 70 (or would do so apart from any exclusion from any of those paragraphs made by this Schedule).

        • 7. Acceptance of instruments creating or acknowledging indebtedness

          (1) A person does not carry on an activity of the kind specified by paragraph 4 by accepting an instrument creating or acknowledging indebtedness in respect of any loan, Credit, guarantee or other similar financial accommodation or assurance which he has made, granted or provided.
          (2) The reference in sub-paragraph (1) to a person accepting an instrument includes a reference to a person becoming a party to an instrument otherwise than as a debtor or a surety.

        • 8. Issue by a Company of its own Shares etc.

          (1) There is excluded from paragraph 4 the issue by a Company of its own Shares or share warrants, and the issue by any person of his own debentures or debenture warrants.
          (2) In this paragraph —
          (a) "Company" means any Body Corporate other than an open-ended investment company;
          (b) "Shares" and "debentures" include any investment of the kind specified by paragraphs 87 or 88 respectively;
          (c) "share warrants" and "debenture warrants" mean any investment of the kind specified by paragraph 91 which relates to shares in the Company concerned or, as the case may be, debentures issued by the person concerned.

        • 9. Dealing by a Body Corporate in its own Shares

          (1) A Body Corporate does not carry on an activity of the kind specified by paragraph 4 by purchasing its own Shares where section 666 of the Companies Regulations 2015 (Treasury shares) applies to the Shares purchased.
          (2) A Body Corporate does not carry on an activity of the kind specified by paragraph 4 by dealing in its own Shares held as treasury shares, in accordance with section 668 (Treasury shares: disposal) or 670 (Treasury shares: cancellation) of those Regulations.
          (3) In this paragraph "shares held as treasury shares" has the same meaning as in the Companies Regulations 2015.

        • 10. Risk management

          (1) A person ("B") does not carry on an activity of the kind specified by paragraph 4 by entering as principal into a transaction with another person ("C") if —
          (a) the transaction relates to investments of the kind specified by any of paragraphs 94 to 96 (or paragraphs 98 or 99 so far as relevant to any of those paragraphs);
          (b) neither B nor C is an individual;
          (c) the sole or main purpose for which B enters into the transaction (either by itself or in combination with other such transactions) is that of limiting the extent to which a relevant business will be affected by any identifiable risk arising otherwise than as a result of the carrying on of a Regulated Activity; and
          (d) the relevant business consists mainly of activities other than —
          (i) Regulated Activities; or
          (ii) activities which would be Regulated Activities but for any exclusion made by this Part.
          (2) In sub-paragraph (1), "relevant business" means a business carried on by —
          (a) B;
          (b) a member of the same Group as B; or
          (c) where B and another person are, or propose to become, participators in a Joint Enterprise, that other person.

        • 11. Other exclusions

          Paragraph 4 is also subject to the exclusions in paragraphs 74 (Trustees etc.), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 78 (Sale of a Body Corporate), 79 (Non-Abu Dhabi Global Market Persons), and 82 (Insolvency Practitioners).

      • The activity

        • 12. Dealing in Investments as Agent

          Buying, Selling, subscribing for or underwriting Financial Instruments as agent is a specified kind of activity.

      • Exclusions

        • 13. Deals with or through Authorised Persons

          (1) A person who is not an Authorised Person does not carry on an activity of the kind specified by paragraph 12 by entering into a transaction as agent for another person (the "client") with or through an Authorised Person if —
          (a) the transaction is entered into on advice given to the client by an Authorised Person; or
          (b) it is clear, in all the circumstances, that the client, in his capacity as an investor, is not seeking and has not sought advice from the agent as to the merits of the client's entering into the transaction (or, if the client has sought such advice, the agent has declined to give it but has recommended that the client seek such advice from an Authorised Person).
          (2) But the exclusion in sub-paragraph (1) does not apply if —
          (a) the transaction relates to a Contract of Insurance; or
          (b) the agent receives from any person other than the client any pecuniary reward or other advantage, for which he does not account to the client, arising out of his entering into the transaction.

        • 14. Risk management

          For the purposes of this paragraph, paragraph 10 applies with the necessary changes, save that references in that paragraph to "principal" shall be construed as "agent" in this paragraph.

        • 15. Other exclusions

          Paragraph 12 is also subject to the exclusions in paragraphs 75 (Profession or non-investment business), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 78 (Sale of a Body Corporate), 79 (Non-Abu Dhabi Global Market Persons), 80 (Insurance Intermediation: incidental basis), and 82 (Insolvency Practitioners).

    • Chapter 2 Chapter 2 Arranging Deals in Investments

      • The activities

        • 16. Arranging Deals in Investments

          (1) Making arrangements with a view to another person (whether as principal or agent) Buying, Selling, subscribing for or underwriting a Specified Investment is a specified kind of activity.
          (2) Making arrangements with a view to a person who participates in the arrangements Buying, Selling, subscribing for or underwriting Specified Investments (whether as principal or agent) is also a specified kind of activity.

      • Exclusions

        • 17. Arrangements not causing a deal

          There are excluded from paragraph 16 arrangements which do not or would not bring about the transaction to which the arrangements relate.

        • 18. Enabling parties to communicate

          A person does not carry on an activity of the kind specified by paragraph 16 merely by providing means by which one party to a transaction (or potential transaction) is able to communicate with other such parties.

        • 19. Arrangements which amount to a Operating a Multilateral Trading Facility or Organised Trading Facility

          There are excluded from paragraph 16 arrangements which amount to Operating a Multilateral Trading Facility or Organised Trading Facility.

        • 20. Arranging transactions to which the arranger is a party

          (1) There are excluded from paragraph 16(1) any arrangements for a transaction into which the person making the arrangements enters or is to enter as principal or as agent for some other person.
          (2) There are excluded from paragraph 16(2) any arrangements which a person makes with a view to transactions into which he enters or is to enter as principal or as agent for some other person.

        • 21. Arranging deals with or through Authorised Persons

          There are excluded from paragraphs 16(1) and (2) arrangements made by a person ("A") who is not an Authorised Person for or with a view to a transaction which is or is to be entered into by a person ("the client") with or through an Authorised Person if —

          (a) the transaction is or is to be entered into on advice to the client by an Authorised Person; or
          (b) it is clear, in all the circumstances, that the client, in his capacity as an investor or Borrower is not seeking and has not sought advice from A as to the merits of the client's entering into the transaction (or, if the client has sought such advice, A has declined to give it but has recommended that the client seek such advice from an Authorised Person).

        • 22. Arranging transactions in connection with lending on the security of insurance policies

          (1) There are excluded from paragraph 16(1) and (2) arrangements made by a Money-Lender under which either —
          (a) a Relevant Authorised Person or a person acting on his behalf will introduce to the Money-Lender persons with whom the Relevant Authorised Person has entered, or proposes to enter, into a Relevant Transaction, or will advise such persons to approach the Money-Lender, with a view to the Money-Lender lending money on the security of any contract effected pursuant to a Relevant Transaction;
          (b) a Relevant Authorised Person gives an assurance to the Money-Lender as to the amount which, on the security of any contract effected pursuant to a Relevant Transaction, will or may be received by the Money-Lender should the Money-Lender lend money to a person introduced to him pursuant to the arrangements.

        • 23. Arranging the acceptance of debentures in connection with loans

          (1) There are excluded from paragraph 16(1) and (2) arrangements under which a person accepts or is to accept, whether as principal or agent, an instrument creating or acknowledging indebtedness in respect of any loan, Credit, guarantee or other similar financial accommodation or assurance which is, or is to be, made, granted or provided by that person or his principal.
          (2) The reference in sub-paragraph (1) to a person accepting an instrument includes a reference to a person becoming a party to an instrument otherwise than as a debtor or a surety.
           
          Amended on June 12, 2017

        • 24. Provision of finance

          There are excluded from paragraph 16(2) arrangements having as their sole purpose the provision of finance to enable a person to Buy, Sell, subscribe for or underwrite investments.

        • 25. Introducing

          There are excluded from paragraph 16(2) arrangements where —

          (a) they are arrangements under which persons ("clients") will be introduced to another person;
          (b) the person to whom introductions are to be made is —
          (i) an Authorised Person;
          (ii) an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
          (iii) a person who is not unlawfully carrying on Regulated Activities in the Abu Dhabi Global Market and whose ordinary business involves him in engaging in an activity of the kind specified by any of paragraphs 4, 12, 16, 28, 43, 56, 59, 60, or 61 (or, so far as relevant to any of those paragraphs, paragraphs 64 or 70), or would do so apart from any exclusion from any of those paragraphs made by this Schedule;
          (c) the introduction is made with a view to the provision of independent advice or the independent exercise of discretion in relation to investments generally or in relation to any class of investments to which the arrangements relate; and
          (d) the arrangements are made with a view to a person entering into a transaction which does not relate to a Contract of Insurance.

        • 26. Arrangements for the issue of Shares etc.

          (1) There are excluded from paragraph 16(1) and (2) —
          (a) arrangements made by a Company for the purposes of issuing its own Shares or share warrants; and
          (b) arrangements made by any person for the purposes of issuing his own debentures or debenture warrants;
          and for the purposes of paragraph 16(1) and (2), a Company is not, by reason of issuing its own Shares or share warrants, and a person is not, by reason of issuing his own debentures or debenture warrants, to be treated as Selling them.
          (2) In sub-paragraph (1), "Company", "Shares", "debentures", "share warrants" and "debenture warrants" have the meanings given by paragraph 8(2).

        • 27. Other exclusions

          Paragraph 16 is also subject to the exclusions in paragraphs 74 (Trustees etc.), 75 (Profession or non-investment business), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 78 (Sale of a Body Corporate), 79 (Non-Abu Dhabi Global Market Persons), 80 (Insurance Intermediation: incidental basis), 81 (Provision of information on an incidental basis), and 82 (Insolvency Practitioners).

    • Chapter 3 Chapter 3 Advising on Investments or Credit

      • The activity

        • 28. Advising on Investments or Credit

          (1) Advising a person is a specified kind of activity if the advice is —
          (a) advice on the merits of his doing any of the following (whether as principal or agent) —
          (i) Buying, Selling, subscribing for or underwriting a particular investment which is a Specified Investment (other than a Credit Agreement) or a Profit Sharing Investment Account;
          (ii) exercising any right conferred by such an investment to Buy, Sell, subscribe for or underwrite such an investment; or
          (iii) entering into a Credit Agreement; and
          (b) given to the person in his capacity as
          (i) an investor or potential investor;
          (ii) agent for an investor or a potential investor;
          (iii) Borrower or potential Borrower; or
          (iv) agent for a Borrower or potential Borrower.
          (2) In sub-paragraph (1), "advice" includes a statement, opinion or report —
          (a) where the intention is to influence a person, in making a decision, to select a particular financial product or an interest in a particular investment; or
          (b) which could reasonably be regarded as being intended to have such an influence.

      • Exclusions

        • 29. Advice given in newspapers etc.

          (1) There is excluded from paragraph 28 the giving of advice in writing or other legible form if the advice is contained in a newspaper, journal, magazine, or other periodical Publication, or is given by way of a service comprising regularly updated news or information, if the principal purpose of the Publication or service, taken as a whole and including any advertisements or other promotional material contained in it, is neither —
          (a) that of giving advice of a kind mentioned in paragraph 28; nor
          (b) that of leading or enabling persons to Buy, Sell, subscribe for or underwrite Specified Investments.
          (2) There is also excluded from paragraph 28 the giving of advice in any service consisting of the broadcast or transmission of television or radio programmes, if the principal purpose of the service, taken as a whole and including any advertisements or other promotional material contained in it, is neither of those mentioned in sub-paragraph (1)(a) and (b).
          (3) The Regulator may, on the application of the proprietor of any such Publication or service as is mentioned in sub-paragraph (1) or (2), certify that it is of the nature described in that paragraph, and may revoke any such certificate if it considers that it is no longer justified.
          (4) A certificate given under sub-paragraph (3) and not revoked is conclusive evidence of the matters certified.

        • 30. Other exclusions

          Paragraph 28 is also subject to the exclusions in paragraphs 74 (Trustees etc.), 75, (Profession or non-investment business), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 78 (Sale of a Body Corporate), 79 (Non-Abu Dhabi Global Market Persons), 80 (Insurance Intermediation: incidental basis), and 82 (Insolvency Practitioners).

    • Chapter 4 Chapter 4 Insurance

      • The Activities

        • 31. Effecting Contracts of Insurance

          Effecting a Contract of Insurance as principal is a specified kind of activity.

        • 32. Carrying Out Contracts of Insurance as Principal

          Carrying out a Contract of Insurance as Principal is a specified kind of activity.

        • 33. Insurance Intermediation

          (1) Insurance Intermediation is a specified kind of activity.
          (2) Insurance Intermediation means —
          (a) advising on Contracts of Insurance;
          (b) acting as agent for another person in relation to the Buying or Selling of Contracts of Insurance for that other person; or
          (c) making arrangements with a view to another person, whether as principal or agent, Buying Contracts of Insurance.
          (3) In sub-paragraph (2)(a), "advising" means giving advice to a person in his capacity as a policyholder or potential policyholder, or in his capacity as agent for a policyholder or potential policyholder on the merits of his entering into a Contract of Insurance whether as principal or agent.
          (4) In sub-paragraph (3), "advice" includes a statement, opinion or report —
          (a) where the intention is to influence a person, in making a decision, to select a particular Contract of Insurance or insurance cover; or
          (b) which could reasonably be regarded as being intended to have such influence.
          (5) The arrangements in sub-paragraph (2)(c) include arrangements which do not bring about the transaction.
          (6) The arrangements in sub-paragraph (2)(c) do not include arrangements of the kind described in paragraph 67 that constitute marketing.
          (7) The exclusion in paragraph 29 applies to the activity specified in sub-paragraph (2)(a).

      • Exclusions

        • 34. Entering Contracts of Insurance as Principal

          A person does not carry on the activities specified in paragraph 33(2)(b) or (c) if he enters or is to enter into a transaction in respect of a Contract of Insurance as principal.

        • 35. Other exclusions

          (1) A person does not arrange a Contract of Insurance merely by providing the means by which one party to a transaction is able to communicate with other such parties.
          (2) An Authorised Person does not advise in relation to a Contract of Insurance if it is authorised under its Financial Services Permission to carry on the Regulated Activity of Advising on Investments or Credit, to the extent the advice relates to a Contract of Long-Term Insurance not being a contract of reinsurance.
          (3) An Authorised Person does not arrange a Contract of Insurance if it is authorised under its Financial Services Permission to carry on the Regulated Activity of Arranging Deals in Investments, to the extent that the arranging relates to rights under a Contract of Long-Term Insurance not being a contract of reinsurance.
          (4) The exclusions in paragraphs 75 and 81 apply to the activity specified in paragraph 33.

      • The activity

        • 36. Insurance Management

          (1) Insurance Management is a specified kind of activity.
          (2) Insurance Management means providing management services or exercising managerial functions for an Insurer.
          (3) In sub-paragraph (2) management services and managerial functions include administration and underwriting.

      • Exclusions

        • 37. Employees and Authorised Persons

          (1) A person does not provide Insurance Management to an Insurer if he is an employee of that Insurer.
          (2) An Authorised Person does not provide Insurance Management if it is an Insurer.
          (3) The exclusion in paragraph 75 applies to the activity specified in paragraph 36.

    • Chapter 5 Chapter 5 Accepting Deposits

      • The activity

        • 38. Assets Requirement

          (1) This section applies if—
          (a) the Regulator imposes an Assets Requirement on a person being given a Financial Services Permission;
          (b) an Assets Requirement is imposed on an Authorised Person; or
          (c) an Assets Requirement previously imposed on such a person is varied.
          (2) A person on whom an Assets Requirement is imposed is referred to in this section as "A".
          (3) "Assets Requirement" means a requirement imposed under section 35—
          (a) prohibiting the disposal of, or other dealing with, any of A's assets (whether in the Abu Dhabi Global Market or elsewhere) or restricting such disposals or dealings; or
          (b) that all or any of A's assets, or all or any assets belonging to Customers but held by A or to A's order, must be transferred to and held by a trustee approved by the Regulator.
          (4) If the Regulator—
          (a) imposes a requirement of the kind mentioned in subsection (3)(a); and
          (b) gives notice of the requirement to any institution with whom A keeps an account; the notice has the effects mentioned in subsection (5).
          (5) Those effects are that—
          (a) the institution does not act in breach of any contract with A if, having been instructed by A (or on A's behalf) to transfer any sum or otherwise make any payment out of A's account, it refuses to do so in the reasonably held belief that complying with the instruction would be incompatible with the requirement; and
          (b) if the institution complies with such an instruction, it shall be liable to pay to the Regulator an amount equal to the amount transferred from, or otherwise paid out of, A's account in contravention of the requirement.
          (6) If the Regulator imposes a requirement of the kind mentioned in subsection (3)(b), assets held by a person as trustee in accordance with the requirement shall not, while the requirement is in force, be released or dealt with except with the consent of the Regulator.
          (7) If, while a requirement of the kind mentioned in subsection (3)(b) is in force, A creates a Charge over any assets of A held in accordance with the requirement, the Charge is (to the extent that it confers security over the assets) void against the liquidator and any of A's creditors.
          (8) Assets held by a person as trustee ("T") are to be taken to be held by T in accordance with any requirement mentioned in subsection (3)(b) only if—
          (a) A has given T written notice that those assets are to be held by T in accordance with the requirement; or
          (b) they are assets into which assets to which paragraph (a) applies have been transposed by T on the instructions of A.
          (9) Subsections (6) and (8) do not affect any equitable interest or remedy in favour of a person who is a beneficiary of a trust as a result of a requirement of the kind mentioned in subsection (3)(b).
          Amended on (13 January, 2020).

      • Exclusions

        • 39. Sums paid by certain persons

          (1) A sum is not a Deposit for the purposes of paragraph 38 if it is —
          (a) paid by any of the following persons —
          (i) an Authorised Person who has permission to Accept Deposits, or to Effect Contracts of Insurance or Carry Out Contracts of Insurance as Principal;
          (ii) the International Bank for Reconstruction and Development;
          (iii) the International Finance Corporation; and
          (iv) the International Monetary Fund;
          (b) paid by a person other than one mentioned in sub-paragraph (a) in the course of carrying on a business consisting wholly or to a significant extent of lending money;
          (c) paid by one Body Corporate to another at a time when both are members of the same Group or when the same individual is a majority Shareholder of both of them or when both are or propose to become participators in a Joint Enterprise and the sum is paid for the purpose of or in connection with that enterprise;
          (d) paid by a person who, at the time when it is paid, is a Close Relative of the person receiving it or who is, or is a Close Relative of, a Director or manager of that person or who is, or is a Close Relative of, a Controller of that person; or
          (e) paid by a person by way of investment in a restricted Profit Sharing Investment Account.
          (2) In the application of sub-paragraph (d) to a sum paid by a Partnership, that sub-paragraph is to have effect as if, for the reference to the person paying the sum, there were substituted a reference to each of the Partners.
          Amended on (13 January, 2020).

        • 40. Sums received by lawyers etc.

          (1) A sum is not a Deposit for the purposes of paragraph 38 if it is received by a practising lawyer acting in the course of his profession.
          (2) In sub-paragraph (1), "practising lawyer" means a lawyer who is qualified to act as such under the laws of any jurisdiction.

        • 41. Sums received in consideration for the issue of debt financial instruments

          (1) Subject to sub-paragraph (2), a sum is not a Deposit for the purposes of paragraph 38 if it is received by a person as consideration for the issue by him of any investment of the kind specified by paragraphs 88, 89 or 90.
          (2) The exclusion in sub-paragraph (1) does not apply to the receipt by a person of a sum as consideration for the issue by him of commercial paper unless —
          (a) the commercial paper is issued to persons —
          (i) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
          (ii) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses; and
          (b) the redemption value of the commercial paper is not less than 150,000 US Dollars (or an amount of equivalent value denominated wholly or partly in a currency other than US Dollars), and no part of the commercial paper may be transferred unless the redemption value of that part is not less than 150,000 US Dollars (or such an equivalent amount).
          (3) In sub-paragraph (2), "commercial paper" means an investment of the kind specified by paragraph 88, 89 or 90 having a maturity of less than one year from the date of issue.

        • 42. Other exclusions

          (1) A person who carries on an activity of the kind specified by paragraph 38 is not to be regarded as doing so by way of business if —
          (a) he does not hold himself out as Accepting Deposits on a day-to-day basis; and
          (b) any Deposits which he accepts are accepted only on particular occasions, whether or not involving the issue of any Financial Instruments.
          (2) In determining for the purposes of sub-paragraph (1)(b) whether Deposits are accepted only on particular occasions, regard is to be had to the frequency of those occasions and to any characteristics distinguishing them from each other.
          (3) A sum is not a Deposit for the purposes of paragraph 38 if it is received by a person who is —
          (a) an Authorised Person with a Financial Services Permission to carry on the Regulated Activities specified in paragraphs 4, 12, 16, 56, 59, 60 or 61 (or, in so far as it relates to such activities, the activity specified in paragraph 64); or
          (b) an Exempt Person in relation to any such activity,
          in the course of, or for the purposes of, carrying on any such activity (or any activity which would be such an activity but for any exclusion made by this Schedule) with or on behalf of the person by or on behalf of whom the sum is paid.

    • Chapter 6 Chapter 6 Custody

      • The activities

        • 43. Providing Custody

          (1) Each of the following activities —
          (a) safeguarding of Financial Instruments or other assets belonging to another;
          (b) in the case of a Fund, safeguarding Fund Property;
          (c) Acting as a Central Securities Depository; or
          (d) administering the assets, Financial Instruments or Fund Property for the purpose of sub-paragraphs (a) and (b);
          is a specified kind of activity.
          (2) For the purposes of this paragraph —
          (a) it is immaterial that title to the assets is held in uncertificated form; and
          (b) it is immaterial that the assets may be transferred to another person, subject to a commitment that they will be replaced by equivalent assets at some future date or when so requested by the person to whom they belong.

        • 44. Activities not constituting administration

          The following activities do not constitute the administration of assets for the purposes of paragraph 43

          (a) providing information as to the number of Units or the value of any assets in respect of which custody is provided;
          (b) converting currency; or
          (c) receiving Documents relating to an investment solely for the purpose of onward transmission to, from or at the direction of the person to whom the investment belongs.

        • 45. Other exclusions

          Paragraph 43 is also subject to the exclusions in paragraphs 74 (Trustees etc.), 75 (Profession or non-investment business), 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 81 (Provisions of information on an incidental basis) and 82 (Insolvency Practitioners).

        • 46. Arranging Custody

          Arranging for one or more persons to carry on the activity described in paragraph 43 is a specified kind of activity.

        • 47. Exclusions

          (1) A person ("the introducer") does not Arrange Custody by introducing a person to another person ("the custodian") who is authorised by the Regulator or a Non-Abu Dhabi Global Market Regulator to carry on the activity described in paragraph 43, if the introducer is not connected with the custodian.
          (2) For the purposes of sub-paragraph (1) an introducer is connected to a custodian if —
          (a) the custodian is a member of the same Group as the introducer; or
          (b) the introducer is remunerated by the custodian or a member of the custodian's Group for making the introduction.

    • Chapter 7 Chapter 7 Credit

      • The Activity

        • 48. Providing Credit

          (1) Entering into a Credit Agreement with a person in his capacity as a Borrower or potential Borrower is a specified kind of activity.
          (2) It is a specified kind of activity for the Lender or another person to exercise, or to have the right to exercise, the Lender's rights and duties under a Credit Agreement.

      • Exclusions

        • 49. Incidental or connected lending and general exclusions

          (1) An Authorised Person does not enter into a Credit Agreement as Lender where entering into the agreement is incidental to or in connection with transactions in Specified Investments (other than Credit Agreements) or the carrying on of the Regulated Activities of Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as Principal.
          (2) Paragraph 48 is also subject to the exclusions in paragraphs 76, 77 and 83.

      • The activity

        • 50. Arranging Credit

          Making arrangements for another person, whether as principal or agent, to borrow money by way of a Credit Agreement is a specified kind of activity.

        • 51. Exclusions

          (1) A person does not Arrange Credit by —
          (a) providing means by which one party to a transaction is able to communicate with other such parties;
          (b) making arrangements under which another person accepts or is to accept an instrument creating or acknowledging indebtedness in respect of any loan, Credit, guarantee or other similar financial accommodation which he or his principal has made or provided;
          (c) making arrangements having as their sole purpose the provision of finance to enable a person to Buy, Sell, subscribe for or underwrite investments; or
          (d) making arrangements for the issue or redemption of Securities issued by it.
          (2) A person does not Arrange Credit if the activity —
          (a) is carried on in the course of carrying on the activities specified in Rules 4 or 5 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2015, which does not otherwise consist of the carrying on of Regulated Activities;
          (b) may reasonably be regarded as a necessary part of any other services provided in the course of carrying on the activities specified in those rules; and
          (c) is not remunerated separately from the other services.

    • Chapter 8 Chapter 8 Money Services

      • The activity

        • 52. Providing Money Services

          Providing currency exchange or Money Transmission is a specified kind of activity.

      • Exclusion

        • 53. Connected Services

          An Authorised Person does not Provide Money Services if it does so in relation to the carrying on of another Regulated Activity where Providing Money Services is in connection with and a necessary part of that other Regulated Activity.

    • Chapter 9 Chapter 9 Operating Multilateral and Organised Trading Facilities

      • The activities

        • 54. Operating a Multilateral Trading Facility or Organised Trading Facility

          The operation of a Multilateral Trading Facility or Organised Trading Facility on which Financial Instruments are traded is a specified kind of activity.

      • Exclusion

        • 55. Order Routing

          A person does not Operate a Multilateral Trading Facility or Organised Trading Facility if it operates a facility which is merely an order routing system where Buying and Selling interests in, or orders for, Financial Instruments are merely transmitted but do not interact.

    • Chapter 10 Chapter 10 Managing Assets

      • The activity

        • 56. Managing Assets

          Managing on a discretionary basis assets belonging to another person is a specified kind of activity if the assets include any Financial Instrument or rights under a Contract of Long-Term Insurance, not being a contract of reinsurance.

      • Exclusions

        • 57. Attorneys

          (1) A person does not carry on an activity of the kind specified by paragraph 56 if —
          (a) he is a person appointed to manage the assets in question under a power of attorney; and
          (b) all routine or day-to-day decisions, so far as relating to investments of a kind mentioned in paragraph 56, are taken on behalf of that person by —
          (i) an Authorised Person with permission to carry on activities of the kind specified by paragraph 56;
          (ii) a person who is an Exempt Person in relation to activities of that kind; or
          (iii) a Non-Abu Dhabi Global Market Person.

        • 58. Other exclusions

          Paragraph 56 is also subject to the exclusions in paragraphs 74 (Trustees etc.) 76 (Sale of goods and supply of services), 77 (Groups and Joint Enterprises), 81 (Provision of information on an incidental basis) and 82 (Insolvency Practitioners).

    • Chapter 11 Chapter 11 Collective Investment

      • The activities

        • 59. Managing a Collective Investment Fund

          (1) Managing a Collective Investment Fund is a specified kind of activity.
          (2) A person manages a Collective Investment Fund when the person —
          (a) is legally accountable to the Unitholders in the Collective Investment Fund for the management of the property held for or within a Collective Investment Fund under the Collective Investment Fund's Constitution; or
          (b) establishes, manages or otherwise operates or winds up a Collective Investment Fund.
          Amended on (19 June, 2017).

        • 60. Acting as the Administrator of a Collective Investment Fund

          (1) Acting as the Administrator of a Collective Investment Fund is a specified kind of activity.
          (2) Acting as the Administrator of a Collective Investment Fund means providing one or more of the following services in relation to a Collective Investment Fund —
          (a) processing dealing instructions including subscriptions, redemptions, stock transfers and arranging settlements;
          (b) valuing of assets and performing net asset value calculations;
          (c) maintaining the share register and Unitholder registration details;
          (d) performing anti-money laundering functions;
          (e) undertaking transaction monitoring and reconciliation functions;
          (f) performing administrative activities in relation to banking, Cash management, treasury and foreign exchange;
          (g) producing financial statements, other than as the Collective Investment Fund's auditor; or
          (h) communicating with participants, the Collective Investment Fund, the Collective Investment Fund manager, and investment managers, the prime brokers, the Regulator and any other parties in relation to the administration of the Collective Investment Fund.

        • 61. Acting as the Trustee of an Investment Trust

          (1) Acting as the Trustee of an Investment Trust is a specified kind of activity.
          (2) A person Acts as the Trustee of an Investment Trust when the person holds the assets of a Collective Investment Fund on trust for the Unitholders where the Collective Investment Fund is in the form of an Investment Trust.

      • Exclusions

        • 62. Acting as agent, employee or delegate of an Investment Trust

          A person does not Act as the Trustee of an Investment Trust merely because he is acting as an agent, employee or delegate of such trustee.

        • 63. Other exclusions

          (1) Paragraphs 59, 60 and 61 are also subject to the exclusion in paragraph 82 (Insolvency Practitioners); and
          (2) Managing a Profit Sharing Investment Account shall not constitute a Regulated Activity under Chapter 11, but shall constitute a Regulated Activity solely under paragraph 64.

    • Chapter 12 Chapter 12 Islamic Finance

      • 64. Shari'a-compliant Regulated Activities

        (1) Carrying on an activity specified in any of paragraphs 4, 12, 16, 28 (subject to the specific exclusions to those paragraphs made in Rules made by the Regulator), 31, 32, 33, 36, 38, 43, 46, 48, 50, 52, 54, 56, 59, 60, 61, 65, 67, 68, 7072, 73B or 73E (subject to any exclusions to those paragraphs made by this Schedule) in a manner that complies with Shari'a is a specified kind of activity.
        (2) Managing a Profit Sharing Investment Account is a specified kind of activity if an account or portfolio is managed as a Profit Sharing Investment Account.
        Amended on (10 September 2018, 13 January 2020 and 17 February 2020)

    • Chapter 13 Chapter 13 Operating a Credit Rating Agency

      • The activity

        • 65. Operating a Credit Rating Agency

          (1) Operating a Credit Rating Agency means undertaking one or more Credit Rating Activities for the purpose of producing a Credit Rating with a view to that Credit Rating being —
          (a) disseminated to the public; or
          (b) distributed to a person by subscription;
          whether or not it is in fact disseminated or distributed.
          (2) For the purposes of sub-paragraph (1) —
          (a) Credit Rating Activities are data and information analysis relating to a Credit Rating or the evaluation, approval, issue or review of a Credit Rating; and
          (b) a Credit Rating is an opinion expressed using an established and defined ranking system of rating categories regarding the creditworthiness of a Rating Subject.
          (3) In sub-paragraph (2), a Rating Subject means —
          (a) a person other than a natural person;
          (b) a credit commitment; or
          (c) a debt or debt-like Specified Investment.

      • Exclusions

        • 66. Preparing credit scores etc.

          A person does not Operate a Credit Rating Agency where that person prepares any credit scores, credit scoring systems or similar assessments relating to obligations arising from consumer, commercial or industrial relationships.

    • Chapter 14 Chapter 14 Operating a Representative Office

      • The activity

        • 67. Operating a Representative Office

          (1) Operating a Representative Office is a Regulated Activity.
          (2) Operating a Representative Office means the marketing, from an establishment in the Abu Dhabi Global Market, of one or more financial services or investments which are offered in a jurisdiction other than the Abu Dhabi Global Market
          (3) For the purposes of this paragraph, "marketing" means —
          (a) providing information on one or more investments or financial services;
          (b) engaging in promotions in relation to such information provision; or
          (c) making introductions or referrals in connection with the offer of financial services or investments;
          provided that such activities do not constitute —
          (i) advising on Specified Investments; or
          (ii) receiving and transmitting orders in relation to a Specified Investment.
          (4) An Authorised Person which is authorised to Operate a Representative Office may not have a Financial Services Permission to carry on any other Regulated Activity.
          (5) An Authorised Person which does not have a Financial Services Permission to Operate a Representative Office does not Operate a Representative Office if it undertakes any activities of the kind described in sub-paragraph (3) that constitute marketing.
          (6) Any communication which amounts to marketing in respect of a financial service or investment, which is issued by or on behalf of a Government or non-commercial governmental entity, does not constitute marketing for the purposes of sub-paragraph (3).

    • Chapter 15 Chapter 15 Specified Benchmarks

      • The activities

        • 68. Specified Benchmarks

          (1) The following are specified kinds of activity —
          (a) Providing Information in Relation to a Specified Benchmark;
          (b) Administering a Specified Benchmark.
          (2) In this Chapter —
          (a) "Administering" a Specified Benchmark means —
          (i) administering the arrangements for determining a Specified Benchmark;
          (ii) collecting, analysing or processing information or expressions of opinion provided for the purpose of determining a Specified Benchmark;
          (iii) determining a Specified Benchmark through the application of a formula or other method of calculation to the information or expressions of opinion provided for that purpose;
          (b) "Providing Information" in relation to a Specified Benchmark means providing any information or expression of opinion that is —
          (i) provided to, or for the purpose of passing to, a person who has permission to carry on the activity specified in sub-paragraph (1)(b) in relation to that Specified Benchmark;
          (ii) required in connection with the determination of the Specified Benchmark; and
          (iii) provided for the purpose of determining the Specified Benchmark; and
          (c) "Specified Benchmark" means a benchmark specified in the Rules made by the Regulator.

      • Exclusion

        • 69. Publicly available factual data and subscription services

          A person does not carry on an activity of the kind specified by paragraph 68(1)(a) in relation to a Specified Benchmark where the information provided —

          (a) consists solely of factual data obtained from a publicly available source; or
          (b) is —
          (i) compiled by a subscription service for purposes other than in connection with the determination of a Specified Benchmark;
          (ii) provided to a person who has permission to carry on an activity of the kind specified by paragraph 68(1)(b) and who is a subscriber to the service; and
          (iii) provided to such a person only in that person's capacity as a subscriber.

    • Chapter 16 Chapter 16 Agreeing to Carry On Specified Kinds of Activity

      • The activity

        • 70. Agreeing to Carry On Specified Kinds of Activity

          Agreeing to carry on an activity of the kind specified by any other provision of this Part (other than paragraphs 31, 32, 38, 54, 59, 60 and 61) is a specified kind of activity.

      • Exclusions

        • 71. Non-Abu Dhabi Global Market Persons etc.

          Paragraph 70 is subject to the exclusions in paragraphs 79 (Non-Abu Dhabi Global Market Persons), and 82 (Insolvency Practitioners).

    • Chapter 17 Chapter 17 Providing Trust Services

      • The activity

        • 72. Providing Trust Services

          (1) Providing Trust Services is a specified kind of activity.
          (2) Providing Trust Services means —
          (a) the provision of services with respect to the creation of an express trust;
          (b) arranging for any person to act as a trustee in respect of any express trust;
          (c) acting as trustee in respect of an express trust; or
          (d) the provision of Trust Administration Services in respect of an express trust.

      • Exclusions

        • 73. Exclusions

          (1) A person ("A") licensed under the Commercial Licensing Regulations 2015 to carry on the activities specified in Rules 4 or 5 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2015 does not Provide Trust Services where it only —
          (a) arranges for a person to act as trustee in respect of an express trust; or
          (b) provides services with respect to the creation of an express trust;
          provided that —
          (i) the provision of such services is solely incidental to the ordinary business of A; and
          (ii) A is not holding itself out as Providing Trust Services.
          (2) A person is not Providing Trust Services if that person is the Trustee of an Investment Trust and the activities are in connection with or arise from, Acting as the Trustee of an Investment Trust.

    • Chapter 17A Chapter 17A Technology Innovation in Financial Services

      • The activity

        • 73A. Developing Financial Technology Services within the RegLab

          (1) Developing Financial Technology Services within the RegLab is a specified kind of activity.
          (2) Developing Financial Technology Services within the RegLab is an activity which:
          (a) involves the developing and testing of innovative financial technology services, business models or delivery mechanisms; and
          (b) is connected to or associated with the Regulated Activities specified in paragraphs 4, 12, 16, 28, 33, 43, 46, 50, 52, 54, 56, 59, 60, 61, 65, 68 or 72 , or activities connected to or associated with those set out in Chapter 1, Part 12 of FSMR (subject to any exclusions in those paragraphs made by this Schedule).

    • Chapter 17B Chapter 17B Operating a Crypto Asset Business

      • The activity

        • 73B. Operating a Crypto Asset Business

          (1) Operating a Crypto Asset Business is a specified kind of activity.
          (2) Operating a Crypto Asset Business involves undertaking one or more Crypto Asset activities in or from the Abu Dhabi Global Market.
          (3) For the purposes of sub-paragraph (2), Crypto Asset activities include—
          (a) Buying, Selling or exercising any right in Accepted Crypto Assets (whether as principal or agent);
          (b) managing Accepted Crypto Assets belonging to another person;
          (c) making arrangements with a view to another person (whether as principal or agent) Buying, Selling or providing custody of Accepted Crypto Assets;
          (d) marketing of Accepted Crypto Assets;
          (e) advising on the merits of Buying or Selling of Accepted Crypto Assets or any rights conferred by such Buying or Selling; or
          (f) operating -
          (i) a Crypto Asset Exchange; or
          (ii) as a Crypto Asset Custodian.
          (4) In sub-paragraph 3(f)(i), operating a Crypto Asset Exchange means the trading, conversion or exchange of -
          (a) Fiat Currency or other value into Accepted Crypto Assets;
          (b) Accepted Crypto Assets into Fiat Currency or other value; or
          (c) one Accepted Crypto Asset into another Accepted Crypto Asset.
          (5) In sub-paragraph 3(f)(ii), operating as a Crypto Asset Custodian involves -
          (a) safeguarding, storing, holding or maintaining custody of Accepted Crypto Assets belonging to another person; or
          (b) controlling or administering Accepted Crypto Assets for the purpose of sub-paragraph 5(a).
          Amended on June 25, 2018

      • Exclusions

        • 73C.

          The following activities do not constitute Operating a Crypto Asset Business–

          (1) the creation or administration of Crypto Assets that are not Accepted Crypto Assets;
          (2) the development, dissemination or use of software for the purpose of creating or mining a Crypto Asset;
          (3) the transmission of Crypto Assets;
          (4) a loyalty points scheme denominated in Crypto Assets; or
          (5) any other activity or arrangement that is deemed by the Regulator to not constitute Operating a Crypto Asset Business, where necessary and appropriate in order for the Regulator to pursue its objectives.
          Amended on June 25, 2018

        • 73D. Order Routing

          A person does not operate a Crypto Asset Exchange if it operates a facility which is merely an order routing system where Buying and Selling interests in, or orders for, Accepted Crypto Assets are merely transmitted but do not interact.

          Amended on June 25, 2018

    • Chapter 17C Chapter 17C Operating a Private Financing Platform

      • The activity

        • 73E. Operating a Private Financing Platform

          (1) Operating a Private Financing Platform is a specified kind of activity.
          (2) A person is Operating a Private Financing Platform where the person –
          (a) introduces person A to person B, by means of an electronic platform for the purpose of person A providing credit to person B;
          (b) introduces person A to person B by means of an electronic platform for the purpose of person A directly or indirectly buying or subscribing for a Specified Investment issued by person B;
          (c) introduces person A to person B by means of an electronic platform for the purpose of person A directly or indirectly buying an instrument acknowledging or creating indebtedness arising from the supply of goods or the delivery of services by person B;
          (d) enters into an arrangement with person A for the purpose of facilitating the activity described in (a), (b), or (c), whether through an intermediary investment vehicle or otherwise;191
          (e) facilitates an arrangement described in (d);
          (f) holds or controls Client Money or Arranges Custody in connection with an arrangement described in (a), (b), (c) or (d), above; or
          (g) operates an incidental facility on a Private Financing Platform enabling person A to offer its rights in an arrangement described in (a), (b), (c) or (d) to another person.
          (3) For the purposes of this paragraph -
          (a) a “Private Financing Platform” is an undertaking that uses an electronic platform to facilitate the provision of financing from person A, whether in the form of debt, equity or otherwise, to person B for use by person B;
          (b) an “electronic platform” means a website or other form of electronic media;
          (c) to “facilitate” means, whether carried out by a person Operating a Private Financing Platform or under an arrangement with another person:
          (i) to provide information to person A relating to a Specified Investment offered, directly or indirectly, by person B;
          (ii) to take steps to obtain the repayment to person A of a debt owed by person B, directly or indirectly, to person A; or
          (iii) to exercise rights or perform obligations relating to the Specified Investment on behalf of person A; and
          (d) an “arrangement” includes the sale by a person Operating a Private Financing Platform to person A of shares or other rights in, or conferred by, any investment vehicle, established, owned or managed by the person Operating a Private Financing Platform.
          Amended on (13 January, 2020).

      • Exclusions

        A person is not Operating a Private Financing Platform by providing means by which one party to a transaction is able to communicate directly with other parties to the transaction.

    • Chapter 18 Chapter 18 Exclusions Applying to Several Specified Kinds of Activity

      • 74. Trustees, nominees and personal representatives

        (1) A person ("X") does not carry on an activity of the kind specified by paragraph 4 where he enters into a transaction as bare trustee for another person ("Y") and —
        (a) X is acting on Y's instructions; and
        (b) X does not hold himself out as providing a service of buying and selling Securities, Derivatives or Contracts of Insurance.
        (2) Subject to sub-paragraph (5), there are excluded from paragraphs 16(1) and (2) arrangements made by a person acting as trustee or personal representative for or with a view to a transaction which is or is to be entered into —
        (a) by that person and a fellow trustee or personal representative (acting in their capacity as such); or
        (b) by a beneficiary under the trust, will or intestacy.
        (3) Subject to sub-paragraph (5), there is excluded from paragraphs 43 or 56 any activity carried on by a person acting as trustee or personal representative, unless he holds himself out as providing a service comprising an activity of the kind specified by paragraphs 43 or 56.
        (4) Subject to sub-paragraph (5), there is excluded from paragraph 28 the giving of advice by a person acting as trustee or personal representative where he gives the advice to —
        (a) a fellow trustee or personal representative for the purposes of the trust or the estate; or
        (b) a beneficiary under the trust, will or intestacy concerning his interest in the trust fund or estate.
        (5) Sub-paragraphs (2), (3) and (4) do not apply if the person carrying on the activity is remunerated for what he does in addition to any remuneration he receives as trustee or personal representative, and for these purposes a person is not to be regarded as receiving additional remuneration merely because his remuneration is calculated by reference to time spent.

      • 75. Activities carried on in the course of a profession or non-investment business

        (1) There is excluded from paragraphs 12, 16(1) and (2), 28, 33, 36 and 43 any activity which —
        (a) is carried on in the course of carrying on any profession or business which does not otherwise consist of the carrying on of Regulated Activities in the Abu Dhabi Global Market; and
        (b) may reasonably be regarded as a necessary part of other services provided in the course of that profession or business.
        (2) But the exclusion in sub-paragraph (1) does not apply if the activity in question is remunerated separately from the other services.

      • 76. Activities carried on in connection with the sale of goods or supply of services

        (1) Subject to sub-paragraphs (10), (11) and (12), this paragraph concerns certain activities carried on for the purposes of or in connection with the sale of goods or supply of services by a supplier to a Customer, where "supplier" means a person whose main business is to sell goods or supply services and not to carry on any activities of the kind specified by any of paragraphs 4, 12, 16, 28, 33, 36, 43, 48, 56, 59, 60 and 61 where the supplier is a member of a Group, also means any other member of that Group.
        (2) In this paragraph "related sale or supply" means a sale of goods or supply of services to the Customer otherwise than by the supplier, but for or in connection with the same purpose as the sale or supply mentioned above.
        (3) There is excluded from paragraph 4 any transaction entered into by a supplier with a Customer, if the transaction is entered into for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
        (4) There is excluded from paragraph 12 any transaction entered into by a supplier as agent for a Customer, if the transaction is entered into for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply, and provided that —
        (a) the supplier does not hold himself out (other than to the Customer) as engaging in the business of Buying Financial Instruments of the kind to which the transaction relates with a view to Selling them, and does not regularly solicit members of the public for the purpose of inducing them (as principals or agents) to Buy, Sell, subscribe for or underwrite Financial Instruments; or
        (b) the supplier enters into the transaction —
        (i) with or through an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
        (ii) through an office outside the Abu Dhabi Global Market maintained by a party to the transaction, and with or through a person whose head office is situated outside the Abu Dhabi Global Market and whose ordinary business involves him in carrying on activities of the kind specified by any of paragraphs 4, 12, 16, 28, 33, 36, 43, 48, 56, 59, 60, 61 or, so far as relevant to any of those paragraphs, paragraph 70, or would do so apart from any exclusion from any of those paragraphs made by this Schedule.
        (5) There are excluded from paragraph 16(1) and (2) arrangements made by a supplier for, or with a view to, a transaction which is or is to be entered into by a Customer for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
        (6) There is excluded from paragraph 56 any activity carried on by a supplier where the assets in question —
        (a) are those of a Customer; and
        (b) are managed for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
        (7) There is excluded from paragraph 43 any activity carried on by a supplier where custody over the assets in question is or is to be provided for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
        (8) There is excluded from paragraph 28 the giving of advice by a supplier to a Customer for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply, or to a person with whom the Customer proposes to enter into a transaction for the purposes of or in connection with such a sale or supply or related sale or supply.
        (9) There is excluded from paragraph 48 the entering into of a Credit Agreement by a supplier with a Customer for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
        (10) Sub-paragraphs (3), (4) and (5) do not apply in the case of a transaction for the sale or purchase of a Contract of Insurance, an investment of the kind specified by paragraph 93, or an investment of the kind specified by paragraph 98 so far as relevant to such a contract or such an investment.
        (11) Sub-paragraph (6) does not apply where the assets managed consist of Contracts of Insurance, investments of the kind specified by paragraph 93, or investments of the kind specified by paragraph 98 so far as relevant to such contracts or such investments.
        (12) Sub-paragraph (8) does not apply in the case of advice in relation to an investment which is a Contract of Insurance, is of the kind specified by paragraph 93, or is of the kind specified by paragraph 98 so far as relevant to such a contract or such an investment.

      • 77. Groups and Joint Enterprises

        (1) There is excluded from paragraph 4 any transaction into which a person enters as principal with another person if that other person is also acting as principal and —
        (a) they are members of the same Group; or
        (b) they are, or propose to become, participators in a Joint Enterprise and the transaction is entered into for the purposes of or in connection with that enterprise.
        (2) There is excluded from paragraph 12 any transaction into which a person enters as agent for another person if that other person is acting as principal, and the condition in sub-paragraph (1)(a) or (b) is met, provided that —
        (a) the agent does not hold himself out (other than to members of the same Group or persons who are or propose to become participators with him in a Joint Enterprise) as engaging in the business of Buying Financial Instruments of the kind to which the transaction relates with a view to Selling them, and does not regularly solicit members of the public for the purpose of inducing them (as principals or agents) to Buy, Sell, subscribe for or underwrite Financial Instruments;
        (b) the agent enters into the transaction —
        (i) with or through an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
        (ii) through an office outside the Abu Dhabi Global Market maintained by a party to the transaction, and with or through a person whose head office is situated outside the Abu Dhabi Global Market and whose ordinary business involves him in carrying on activities of the kind specified by any of paragraphs 4, 12, 16, 28, 43, 48, 56, 59, 60, or 61 or, so far as relevant to any of those paragraphs, paragraph 70, or would do so apart from any exclusion from any of those paragraphs made by this Schedule.
        (3) There are excluded from paragraph 16(1) and (2) arrangements made by a person if —
        (a) he is a member of a Group and the arrangements in question are for, or with a view to, a transaction which is or is to be entered into, as principal, by another member of the same Group; or
        (b) he is or proposes to become a participator in a Joint Enterprise, and the arrangements in question are for, or with a view to, a transaction which is or is to be entered into, as principal, by another person who is or proposes to become a participator in that enterprise, for the purposes of or in connection with that enterprise.
        (4) There is excluded from paragraph 56 any activity carried on by a person if —
        (a) he is a member of a Group and the assets in question belong to another member of the same Group; or
        (b) he is or proposes to become a participator in a Joint Enterprise with the person to whom the assets belong, and the assets are managed for the purposes of or in connection with that enterprise.
        (5) There is excluded from paragraph 43 any activity carried on by a person if —
        (a) he is a member of a Group and the assets in question belong to another member of the same Group; or
        (b) he is or proposes to become a participator in a Joint Enterprise, and the assets in question —
        (i) belong to another person who is or proposes to become a participator in that Joint Enterprise; and
        (ii) are or are to be subject to the provision of custody for the purposes of or in connection with that enterprise.
        (6) There is excluded from paragraph 28 the giving of advice by a person if —
        (a) he is a member of a Group and gives the advice in question to another member of the same Group; or
        (b) he is, or proposes to become, a participator in a Joint Enterprise and the advice in question is given to another person who is, or proposes to become, a participator in that enterprise for the purposes of or in connection with that enterprise.
        (7) There is excluded from paragraph 48 the entering into of a Credit Agreement by a person if —
        (a) he is a member of a Group and enters into the agreement with another member of the same Group; or
        (b) he is, or proposes to become, a participator in a Joint Enterprise and the Credit Agreement is entered into with another person who is, or proposes to become, a participator in that enterprise for the purposes of or in connection with that enterprise.
        (8) Sub-paragraph (2) does not apply to a transaction for the sale or purchase of a Contract of Insurance.
        (9) Sub-paragraph (3) does not apply to arrangements for, or with a view to, a transaction for the sale or purchase of a Contract of Insurance.
        (10) Sub-paragraph (6) does not apply where the advice relates to a transaction for the sale or purchase of a Contract of Insurance.

      • 78. Activities carried on in connection with the sale of a Body Corporate

        (1) A person does not carry on an activity of the kind specified by paragraph 4 by entering as principal into a transaction if —
        (a) the transaction is one to acquire or dispose of Shares in a Body Corporate, or is entered into for the purposes of such an acquisition or disposal; and
        (b) either —
        (i) the conditions set out in sub-paragraph (2) are met; or
        (ii) those conditions are not met, but the object of the transaction may nevertheless reasonably be regarded as being the acquisition of day-to-day control of the affairs of the Body Corporate.
        (2) The conditions mentioned in sub-paragraph (1)(b) are that —
        (a) the Shares consist of or include 50 per cent. or more of the Voting Shares in the Body Corporate; or
        (b) the Shares, together with any already held by the person acquiring them, consist of or include at least that percentage of such Shares; and
        (c) in either case, the acquisition or disposal is between parties each of whom is a Body Corporate, a Partnership, a single individual or a Group of Connected Individuals.
        (3) In sub-paragraph (2)(c), a "Group of Connected Individuals" means —
        (a) in relation to a party disposing of Shares in a Body Corporate, a single group of persons each of whom is —
        (i) a Director or manager of the Body Corporate;
        (ii) a Close Relative of any such Director or manager;
        (iii) a person acting as trustee for any person falling within sub-paragraph (i) or (ii); and
        (b) in relation to a party acquiring Shares in a Body Corporate, a single group of persons each of whom is —
        (i) a person who is or is to be a Director or manager of the Body Corporate;
        (ii) a Close Relative of any such person; or
        (iii) a person acting as trustee for any person falling within sub-paragraph (i) or (ii).
        (4) A person does not carry on an activity of the kind specified by paragraph 12 by entering as agent into a transaction of the kind described in sub-paragraph (1).
        (5) There are excluded from paragraph 16(1) and (2) arrangements made for, or with a view to, a transaction of the kind described in sub-paragraph (1).
        (6) There is excluded from paragraph 28 the giving of advice in connection with a transaction (or proposed transaction) of the kind described in sub-paragraph (1).
        (7) Sub-paragraphs (4), (5) and (6) do not apply in the case of a transaction for the sale or purchase of a Contract of Insurance.

      • 79. Non-Abu Dhabi Global Market Persons

        (1) A Non-Abu Dhabi Global Market Person does not carry on an activity of the kind specified by paragraph 4 by —
        (a) entering into a transaction as principal with or through an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
        (b) entering into a transaction as principal with a person in the Abu Dhabi Global Market, if the transaction is the result of a legitimate approach.
        (2) A Non-Abu Dhabi Global Market Person does not carry on an activity of the kind specified by paragraph 12 by —
        (a) entering into a transaction as agent for any person with or through an Authorised Person or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt; or
        (b) entering into a transaction with another party ("X") as agent for any person ("Y"), other than with or through an Authorised Person or such an Exempt Person, unless —
        (i) either X or Y is in the Abu Dhabi Global Market; and
        (ii) the transaction is the result of an approach (other than a legitimate approach) made by or on behalf of, or to, whichever of X or Y is in the Abu Dhabi Global Market.
        (3) There are excluded from paragraph 16(1) arrangements made by a Non-Abu Dhabi Global Market Person with an Authorised Person, or an Exempt Person acting in the course of a business comprising a Regulated Activity in relation to which he is exempt.
        (4) There are excluded from paragraph 16(2) arrangements made by a Non-Abu Dhabi Global Market Person with a view to transactions which are, as respects transactions in the Abu Dhabi Global Market, confined to —
        (a) transactions entered into by Authorised Persons as principal or agent; and
        (b) transactions entered into by Exempt Persons, as principal or agent, in the course of business comprising Regulated Activities in relation to which they are exempt.
        (5) There is excluded from paragraph 28 the giving of advice by a Non-Abu Dhabi Global Market Person as a result of a legitimate approach.
        (6) There is excluded from paragraph 70 any agreement made by a Non-Abu Dhabi Global Market Person to carry on an activity of the kind specified by paragraph 16(1) or (2), 33, 36, 43 or 56 if the agreement is the result of a legitimate approach.
        (7) In this paragraph, "legitimate approach" means an approach made to the Non-Abu Dhabi Global Market Person which has not been solicited by such person in any way, unless the approach or solicitation made to the Non-Abu Dhabi Global Market Person has been made by an Authorised Person or Exempt Person.
        (8) A Non Abu Dhabi Global Market Person does not carry on activities of the kind specified by paragraphs 12, 16, 28 or 64 by entering as agent into a transaction for the sale of Units of a Passported Fund, or arranging or providing advice in relation to the sale of Units of a Passported Fund if the Non Abu Dhabi Global Market Person is licensed and supervised by the financial services regulator in the U.A.E. responsible for the jurisdiction in which the Passported Fund is domiciled.
        (9) There is excluded from paragraph 70 any agreement made by a Non Abu Dhabi Global Market Person to carry on an activity of the kind specified by paragraph 12, 16(1) or (2), 28 or 64 if the agreement is made in relation to the promotion of a Passported Fund and the Non Abu Dhabi Global Market Person is licensed and supervised by the financial services regulator in the U.A.E. responsible for the jurisdiction in which the Passported Fund is domiciled.
        Amended on (11 March, 2019).

      • 80. Insurance intermediation: incidental basis

        (1) A Person does not carry on Insurance Intermediation if the activity —
        (a) is carried on in the course of any professional business which does not otherwise consist of the carrying on of Financial Services;
        (b) may reasonably be regarded as a necessary part of any other services provided in the course of that professional business; and
        (c) is not remunerated separately from the other services

      • 81. Provision of information on an incidental basis

        (1) There is excluded from paragraphs 16(1) and (2) the making of arrangements for, or with a view to, a transaction for the sale or purchase of a Contract of Insurance or an investment of the kind specified by paragraph 98, so far as relevant to such a contract, where that activity meets the conditions specified in sub-paragraph (4).
        (2) There is excluded from paragraphs 43 and 56 any activity —
        (a) where the assets in question are rights under a Contract of Insurance or an investment of the kind specified by paragraph 98, so far as relevant to such a contract; and
        (b) which meets the conditions specified in sub-paragraph (4).
        (3) There is excluded from paragraphs 33 and 36 any activity which meets the conditions specified in sub-paragraph (4).
        (4) The conditions specified in this paragraph are that the activity —
        (a) consists of the provision of information to the policyholder or potential policyholder;
        (b) is carried on by a person in the course of carrying on a profession or business which does not otherwise consist of the carrying on of Regulated Activities; and
        (c) may reasonably be regarded as being incidental to that profession or business.

      • 82. Insolvency Practitioners

        (1) There is excluded from the provisions listed in sub-paragraph (2) any activity carried on by a person Acting as an Insolvency Practitioner.
        (2) The provisions are —
        (a) paragraph 4 (Dealing in Investments as Principal);
        (b) paragraph 12 (Dealing in Investments as Agent);
        (c) paragraph 16 (Arranging Deals in Investments);
        (d) paragraph 54 (Operating a Multilateral Trading Facility or Organised Trading Facility);
        (e) paragraph 56 (Managing Assets);
        (f) paragraph 33 (Insurance Intermediation);
        (g) paragraph 36 (Insurance Management);
        (h) paragraph 43 (Providing Custody);
        (i) paragraph 59 (Managing a Collective Investment Fund);
        (j) paragraph 61 (Acting as the Trustee of an Investment Trust); and
        (k) paragraph 28 (Advising on Investments or Credit).
        (3) There is excluded from paragraph 70 any agreement made by a person Acting as an Insolvency Practitioner to carry on an activity of the kind excluded by sub-paragraph (1).
        Amended on (13 January, 2020).

      • 83. Recognised Bodies

        A person who is a Body Corporate does not carry on the activity specified under paragraph 4 or 12 by way of business, if —

        (a) the person carries on such activities as a member of a Recognised Body;
        (b) the person carries on such activities for its own account or for another Body Corporate which is in the same Group as the person;
        (c) the person restricts such activities to transactions on that Recognised Body involving or relating only to Commodity Derivatives;
        (d) the main business of the person is dealing in relation to Commodity Derivatives; and
        (e) the person is not part of a Group whose main business is the provision of financial services.