Regulated Activities Order 2011

Regulated Activities Order 2011 Article 1 c SD No.2011/0884 Page 1 Statutory Document No. 2011/0884 Financial Services Ac c t 2008 REGULATED ACTIVITIES ORDER 20111 Approved by Tynwald: 13 December 2011 Coming into Operation: 1 January 2012 The Treasury, after carrying out the consultations required by section 44(7) of the Financial Services Act 20081 , makes this Order under section 3 of that Act. 1 Title This is the Regulated Activities Order 2011. 2 Commencement This Order shall come into operation on 1st January 2012. 3 Interpretation (1) In this Order — (a) any provision in Schedule 1 for the interpretation of any expression (marked * in that Schedule) in relation to a class referred to in article 4(1) or an exclusion referred to in article 4(2) shall have effect for the construction of that expression in relation to that class or exclusion; (b) other expressions in this Order have the meanings given by Schedule 2. (2) The expressions used in paragraphs (a) to (f) of section 3(2) of the Act have the meanings specified in relation to them in Schedule 3. 4 Regulated activities (1) Subject to paragraph (2), any activity of a class specified as a regulated activity in Schedule 1 is a regulated activity for the purpose of the Act. (2) Where an activity of a class referred to in paragraph (1) is carried on in circumstances specified in that Schedule as an exclusion in relation to that

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Article 5 Regulated Activities Order 2011 Page 2 SD No.2011/0884 c class, that activity shall not be treated as a regulated activity for the purpose of that Act by reason only that it falls within that class. 4A Saving for activities previously unregulated (1) This article applies where — (a) any person was, immediately before the Regulated Activities (Amendment) Order 2017 came into operation, carrying on an activity which is a regulated activity, but2 (b) the carrying on of that activity did not require a licence under the Act. (2) Where an application has been made for a licence to carry on that activity before 1 May 2018, section 4 of the Act (prohibition of unlicensed activities) shall not apply to the carrying on of that activity by that person, or an employee of that person, until — (a) the end of the period within which an appeal can be brought under section 32 of the Act against the decision on the application; or (b) where an appeal is brought, the determination or withdrawal of the appeal.3 4 4B Consequential provision in relation to Class1Deposit Taking For the avoidance of doubt all licenceholders permitted to undertake Class 1 regulated activity on 31 July 2016 shall be licenceholders permitted to undertake Class 1regulated activity after that date.5 5 Revocations The Regulated Activities Order 20092 and the Regulated Activities (Amendment) Order 20103 are revoked. MADE 26 OCTOBER 2011

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Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 3 SCHEDULE 1 Article 3. REGULATED ACTIVITIES CLASS 1 – DEPOSIT TAKING Regulated activities6 (1) Accepting deposits of money from any person, including persons that are not restricted depositors, where - (a) the money received by way of deposit is lent to others; or (b) any other activity of the person accepting the deposit is financed wholly, or to a material extent, out of the capital of or interest on the money received by way of deposit. (2) Accepting deposits of money solely from persons who are restricted depositors, where (a) the money received by way of deposit is lent to others; or (b) any other activity of the person accepting the deposit is financed wholly, or to a material extent, out of the capital of or interest on the money received by way of deposit. (3) Operating a representative office of a foreign bank. 7 Exclusions Deposits received by certain persons 1.(a) Where the money is received by — (a) the Isle of Man Government; (b) the Isle of Man Post Office; or (c) National Savings and Investments (an executive agency of the Chancellor of the Exchequer of the United Kingdom). Deposits made by certain persons 1.(b) Where the money is paid by a person who, at the time when it is paid — (a) is a close relative of the person receiving it; (b) is a director or manager of that person; (c) is a close relative of a director or manager of that person; (d) is an individual who controls that person; or (e) is a close relative of an individual who controls that person.

SCHEDULE 1 Regulated Activities Order 2011 Page 4 SD No.2011/0884 c Credit unions 1.(c) Where the money is received by a credit union in accordance with the Credit Unions Act 19934 . Client money or trust money 1.(d) Where the money — (a) is received by a person as a client money or trust money, and (b) is paid into a client bank account or trust bank account. Electronic money 1.(e) Where the money — (a) consists of electronic money, and (b) the funds received in settlement of the claim on the issuer are paid into a segregated payment account held on behalf of the e-money holders. Groups 1.(f) Where a person who pays the money and the person who receives it are — (a) in the same group*; or (b) controlled by the same person. Friendly societies 1.(g) Where the activity is carried out by a body registered as a friendly society (but not as a branch of a society) under an enactment having effect in the Island or any part of the United Kingdom in respect of any business which it carries on for or in connection with any of the services for which friendly societies may provide under that or other enactments relating to friendly societies. Diocesan Board of Finance 1.(h) Where the activity is carried on by the Sodor and Man Diocesan Board of Finance for purposes of the Church of England. Payment institutions 1.(i) Where the money is received by payment institutions from payment service users with a view to the provision of payment services.

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Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 5 Interpretation For the purpose of exclusion 1(f) “group” includes any company in which a member of the group holds a qualified capital interest; and for this purpose — (a) “qualifying capital interest” means an interest in relevant shares of the company which the member holds on a long term basis for the purpose of securing a contribution to its own activities by the exercise of control of influence arising from that interest; (b) “relevant shares” means shares comprised in the ordinary share capital of the company of a class carrying rights to vote in all circumstances at general meeting of the body; and (c) a holding of 20 per cent or more of the nominal value of the relevant shares of a company shall be presumed to be a qualifying capital interest unless the contrary is shown.8 CLASS 2 – INVESTMENT BUSINESS Regulated activities (1) Dealing in investments by a professional dealer as principal. (2) Dealing in investments by any person as agent for another person. (3) Arranging deals in investments, including — (a) making arrangements for another person (whether as principal or as agent for a third person) to buy, sell, subscribe for or underwrite investments; and (b) making arrangements with a view to a person who participates in the arrangements buying, selling, subscribing for or underwriting investments (whether as principal or as agent for a third person). (4) Managing investments belonging to another person, in circumstances involving the exercise of discretion, including — (a) as an attorney managing investments under a power of attorney; and (b) safeguarding bearer instruments of title to investments. (5) The provision of administration and safeguarding of investments under a contractual relationship, including arranging for one or more other persons to safeguard and administer the investments; and for this purpose it is immaterial that title to the investments is held in uncertificated form. (6) Advising a trustee or manager of a retirement benefits scheme where there are two or more members on the suitability or otherwise of — (a) buying, selling, subscribing for or underwriting investments; or (b) exercising any right conferred by such investment to buy, sell, subscribe for or underwrite other investments.9

SCHEDULE 1 Regulated Activities Order 2011 Page 6 SD No.2011/0884 c (7) Advising — (a) a trustee or manager of a retirement benefits scheme where there is only one member of that scheme;10 (b) any person in his capacity as an investor or potential investor; or11 (c) an attorney for an investor or a potential investor,12 on the suitability or otherwise of — (i) buying, selling, subscribing for or underwriting investments; or (ii) exercising any right conferred by such investments to buy, sell, subscribe for or underwrite other investments. Exclusions Acceptance of instruments creating or acknowledging indebtedness 2.(a) Where a person accepts 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 (including where he becomes a party to an instrument otherwise than as debtor or a surety). Issue of own shares or debentures 2.(b) Where a person issues its own shares, share warrants, debentures or debenture warrants. Groups and joint enterprises 2.(c) Where the persons engaged in the activity — (a) are acting for companies in the same group and the activity is undertaken solely for the group and not for any clients pf companies within the group; or (b) are, or propose to become, participators in a joint enterprise and the activity is wholly incidental to that joint enterprise. Transactions with overseas persons 2.(d) Where the activity is carried on by an overseas person who is authorised to conduct that activity by an overseas regulator, and either — (a) the carrying on of the activity is the direct result if an approach made to the overseas person by or on behalf of an Isle of Man person which has not been solicited by the overseas person (otherwise than by means of an advertisement which is neither — (i) targeted at Isle of Man persons, nor

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 7 (ii) disseminated by a medium which targeted at Isle of Man persons,) or (b) the client or potential client in the Isle of Man is either — (i) a licence holder, (ii) a person falling within exclusion 2(r) below, or (iii) a person whose ordinary business activities involve him in acquiring, holding, managing or disposing of shares or debenture (as principal or agent), for the purpose of his business. Venture capital 2.(e) Where the activity consists of the acquisition or disposal of, or anything done for the purposes of the acquisition or disposal of shares in a company, and — (a) either — (i) the shares consist of or include shares carrying 75 per cent or more of the voting rights attributable to share capital which are exercisable in all circumstances at any general meeting of the company; or (ii) the shares together with any already held by the person acquiring them, carry not less than that percentage of those voting rights; and (b) the acquisition and disposal is, or is to be, between parties who are connected individuals. Employees’ share schemes 2.(f) Where the activity is carried on by a company* for the purpose of enabling or facilitating transactions in securities in the company between or for the benefit of relevant persons* or the holding of such securities by or for the benefit of relevant persons. Corporate Services 2.(g) In the case of the activity falling within paragraph (1), (2) or (5) of Class 2, where a nominee company deals in an investment which — (a) consists of securities issued by a private company, and (b) is or is to be held by the nominee company as nominee or bare trustee. Trustees and personal representatives (1) 2.(i) In the case of an active falling within paragraph (1) to (5) of class 2, where a person acts in his capacity as a trustee (otherwise than as bare trustee or nominee or as trustee of a collective investment scheme), or as the person representative of a deceased

SCHEDULE 1 Regulated Activities Order 2011 Page 8 SD No.2011/0884 c person, unless that person holds himself out as prepared to carry on that activity in addition to discharge of his duties as trustee or personal representative. Trustees and personal representatives (2) 2.(j) In the case of an activity falling within paragraph (6) of Class 2, where a person who is trustee (otherwise than a bare trustee or nominee or a trustee of a collective investment scheme) or the personal representative of a deceased person advises — (a) a fellow trustee or person representative for the purpose of the relevant trust or estate ; or (b) a beneficiary under the relevant trust, will or intestacy concerning his interest in the trust or estate, unless that person holds himself out as a prepared to carry on that activity in addition to the discharge of his duties as trustee or personal representative. Enabling parties to communicate 2.(k) In the case of an activity falling within paragraph (3) of Class 2, where a person merely provides the means by which one party to a transaction or potential transaction is able to communicate with other such parties. Arranging transactions to which the arranger is a party 2.(l) In the case of an activity falling within paragraph (3) of Class (2), where a person (otherwise than a professional dealer or attorney) makes arrangements with a view to a transaction to which he will be a party. Introductions 2.(m) In the case of an activity falling within paragraph (3) of Class 2. Where the activity consists of arrangements under which a person will be introduced to another person who is — (i) a person licensed to carry on regulated activities falling within Class 2; (ii) or a person exempted by regulations under section 44(2) of the Act in relation to activities falling within Class 2 who is acting in the course of a business comprising such activity; and 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 to any class investments. Professional services 2.(n) In the case of an activity falling within paragraph (3) to (7) of Class 2, where the activity —

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 9 (a) is carried on by a specified person, (b) is wholly incidental to, or forms part of, advice given or another professional activity undertaken by that person in his professional capacity and such activity is not prohibited by that person’s professional body, and13 (c) is carried on at the time when, or within a reasonable period after, the advice is given or the professional activity is undertaken, unless that person holds himself out as being available to carry on that activity in addition to his professional services. Introduction to eligible custodians 2.(o) In the case of an activity falling within paragraph (5) of Class 2, where a person is introduced to another person who is an eligible custodian. Activities not constituting safeguarding and administration 2.(p) In the case of an activity falling within paragraph (5) of Class 2, where the activity consists of — (a) providing information as to the number of units or the value of any assets safeguarded; or (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; or (d) safekeeping title documents relating to investments contained within sealed packages, where the packages remain sealed and the contents of which are not known to the person providing the safekeeping. Advice given in media 2.(q) In the case of an activity falling within paragraph (6) or (7) of Class 2, where — (a) advice in writing or other legible form is contained in a newspaper, journal, magazine or other periodical publication, or given by way of a service comprising regularly updated news or information, or (b) advice is given in any service consisting of a sound, television, world wide web or internet broadcast or transmission, if the principle purpose of the publication or service, taken as a whole and including any advertisement or other promotional material contained in it, is neither — (i) giving advice of a kind mentioned in paragraph (6) of Class 2, nor

SCHEDULE 1 Regulated Activities Order 2011 Page 10 SD No.2011/0884 c (ii) leading or enabling persons to buy, sell, subscribe for or underwrite investments. Insurers etc. 2.(r) Where the activity is carried on by a person who is — (a) authorised under section 8 of the Insurance Act 20085 ; (b) the holder of the permit issued under section 22 of that Act; (c) registered under section 23 of that Act; (d) the subject of an exemption under sections 5(2)(c) or 5(2)(d) of that Act; or (e) registered as a scheme administrator under section 36(1) of the Retirement Benefits Schemes Act 20006 as part of any business carried on by virtue of that authorisation, permit, registration or exemption. Friendly societies 2.(s) Where the activity is carried out by a body registered as a friendly society (but not as a branch of a society) under an enactment having effect in the Island or any part of the United Kingdom in respect of any business which it carries on, for or in connection with any of the services for which friendly societies may provide under that or other enactments relating to friendly societies. Court officers etc. 2.(t) Where the activity is carried on by any judge of the High Court, the Chief Registrar or any receiver or officer of the High Court in the exercise of his function as such. Diocesan Board of Finance 2.(u) Where the activity is carried on by the Sodor and Man Diocesan Board of Finance for purposes of the Church of England. Collective investment scheme 2.(v) Where the activity carried on by the governing body of a collective investment scheme or collective investment scheme for the scheme’s own account. Investment-based crowdfunding services14

5 2008 c.16 6 2008 c.14

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 11 2.(w) Where the activity is a regulated activity under Class 6(2) (investment-based crowdfunding services).15 Interpretation In exclusion 2(f) — (a) the reference to an activity carried on by company includes a reference to such an activity carried on by a company in the same group or a relevant trustee; (b) “relevant person” means any of the following — (i) a bona fide employee or former employee of the company or a company in the same group; or (ii) the wife, husband, widow, wider, or child or stepchild under the age of 18, of any such employee or former employee; and in (a) above “relevant trustee” means a person holding securities in the company as trustee in pursuance of arrangements made by the company or a group company for the purpose mentioned in exclusion 2(f). CLASS 3 – SERVICES TO COLLECTIVE INVESTMENT SCHEMES Regulated activities (1) Acting as a manager* of a collective investment scheme* other than as exempt scheme or an exempt-type scheme. (2) Acting as an administrator* of a collective investment scheme other than an exempt scheme or an exempt-type scheme. (3) Acting as a trustee* of a collective investment scheme other than an exempt scheme or an exempt-type scheme. (4) Acting as a fiduciary custodian* of a collective investment scheme other than an exempt scheme or an exempt-type scheme. (5) Acting as a custodian* of a collective investment scheme other than an exempt scheme or an exempt-type scheme. (6) Acting as an asset manager to a collective investment scheme. (7) Acting as an investment adviser* to a collective investment scheme. (8) Acting as a promoter* of a collective investment scheme which is subject to a legislative requirement that the promoter of the scheme be regulated as promoter. (9) Providing management or administration services to a person as mentioned in paragraphs (1), (2), (6) or (7).

SCHEDULE 1 Regulated Activities Order 2011 Page 12 SD No.2011/0884 c (10) Providing administration services to the manager or administrator of a collective investment scheme where that person is located outside the Island, in relation to a collective investment scheme that is managed or administered by that person.16 (11) Acting as a manager, administrator, trustee, fiduciary custodian or custodian to a collective investment scheme which is an exempt scheme or exempt type scheme. (12) Providing administration services to a person who is exempt from licensing under section 4 of the Act by virtue of paragraph 3.2 or 3.6 of the Financial Service (Exemptions) Regulations 2011 in addition to an exempt scheme or an exempt-type scheme.17 (13) Providing services set out in paragraph 2(8) of Schedule 4 to the Collective Investment Schemes Act 2008 in relation to an individually recognised scheme.18 Exclusion The exclusion in relation to paragraph (11) has been removed.19 Interpretation For the purpose of Class 3 the following terms have the same meanings as in the Collective Investment Schemes Act 2008 — “administrator” “asset manager” “collective investment scheme” “collective investment scheme” “custodian” “fiduciary custodian” “investment adviser” “manager” “promoter” “trustee” “exempt scheme”. 20 (2) [Revoked]21 CLASS 4 – CORPORATE SERVICES Regulated activities (1) Providing services with respect to the formation of companies.

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 13 (2) The sale, transfer or disposal of companies. (3) Providing or arranging for premises for use as a registered office for a company. (4) Providing or arranging for accommodation address facilities for a company. (5) Acting as registered agent under the Limited Liability Companies Act 1996, the Companies Act 20067 or the Foundation Act 20118 . (6) Acting as a director of a company.22 (7) Acting a secretary of a company. (8) Arranging for another person to act as a director, alternate director or secretary of a company. (9) Acting or arranging for another person to act as a nominee shareholder or nominee member of a company or a limited partner of a limited partnership which has elected to have legal personality. 23 (10) Providing administration services to a company. (11) Providing services with respect to the formation of partnerships (12) Providing or arranging for premises for use as a place of business by a partnership. (13) Providing or arranging for accommodation address facilities for a partnership. (14) Acting as or arranging for another person to act as a person authorised to accept on behalf of a partnership service of any process or documents under section 48A of the Partnership Act 19099 . (15) Arranging for another person to act as a partner in a partnership. Exclusions Landlord, property manager or estate agent 4.(a) In the case of an activity falling within paragraph (3), (4), (12) or (13) of Class 4, where a person acts in his capacity as a landlord, property manager or estate agent and such activity is wholly incidental to that capacity, subject to the activity resulting in the granting of exclusive possession of the premises or accommodation address in question.24 Company administration services

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SCHEDULE 1 Regulated Activities Order 2011 Page 14 SD No.2011/0884 c 4.(b) In the case of an activity falling within paragraph (10) of Class 4, where the company is — (a) an open-ended investment company; or (b) a body incorporated under an enactment having effect in the Island or any part of the United Kingdom relating to building societies, industrial and provident societies or credit unions. Professional services 4.(c) Where the activity — (a) is carried on by a specific person, (b) is wholly incidental to, or forms part of, advice given or another professional activity undertaken by that person in his professional capacity; and (c) is carried on at the same time when, or within a reasonable period after, the advice is given or the professional activity is undertaken, unless that person holds himself out as being available to carry on that activity in addition to his professional services. Group transactions 4.(d) Where the activity is undertaken by — (a) a company which is part of a group; (b) a company which is an officer of a company and which is part of a group, (c) an individual who is a member or employee of a company which is part of a group, for or in respect of* a company which is a member of that group. Joint enterprises 4.(e) Where the activity is undertaken by a person who is, or proposes to become, a participator in a joint enterprise and the activity is wholly incidental to that joint enterprise. Introductions 4.(f) Where the activity consists of arrangements under which a person will be introduced to another person who is licensed to carry on any regulated activity falling within Class 4. Employment agencies

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 15 4.(g) Where the activity is undertaken by the holder of an employment agency licence or employment business licence under the Employment Agencies Act 1975 and activity is wholly incidental to the business which it is licensed to carry in under that Act. Officers 4.(h) Where the activity consists of an individual acting as a director or secretary of a company which is wholly and beneficially owned by any of the following — (a) that the individual; and or (b) one or more close relatives of his. Insurers etc. 4.(i) Where the activity is carried on by a person who is — (a) authorised under section 8 of the Insurance Act 2008; (b) the holder of a permit issued under section 22 of that Act; (c) registered under section 23 of that Act; (d) the subject of an exemption under sections 5(2)(c) or 5(2)(d) of that Act; or (e) registered as a scheme administrator under section 36(1) of the Retirement Benefits Scheme Act 2000, as part of any business carried on by virtue of that authorisation, permit, registration or exemption. Court officers etc. 4.(j) Where the activity is carried on by any of the judges of the High Court, the Chief Registrar or any receiver of officer of the High Court in the exercise of his functions as such. Interpretation (1) For the purpose of this Class “company” includes — (a) a Stiftung (foundation) established under the law of Austria, Germany of Liechtenstein; (b) an Anstalt (institution) established under the law of Liechtenstein; (c) a foundation or similar entity established under the law of a country or territory outside the Island; (d) a foundation established under the Foundations Act 2011; (e) a limited partnership established under the Partnership Act 1909, which has elected to have legal personality.25

SCHEDULE 1 Regulated Activities Order 2011 Page 16 SD No.2011/0884 c (2) For the purpose of exclusion 4(d) an activity is not undertaken for or in respect of a company which is a member of that group if that member is acting — (a) as a trustee where each beneficiary (direct or indirect) under the trust is a third party; (b) in a fiduciary capacity and the activity is undertaken wholly or partly in the interests of a third party; (c) as a nominee of a third party; (d) as attorney for a third party; (e) as the agent of a third party; or (f) otherwise on behalf of or with the consent of a third party; and for this purpose “third party” means — (i) an individual who is not a member (legal or equitable), officer or employee of any company which is a member of the group; (ii) a company which is not a member of the group; (ii) a company which is a member of the group but is acting (directly or indirectly) for, or on behalf of, or for the benefit of, a person who is not a member of the group. CLASS 5 – TRUST SERVICES Regulated activities (1) Acting as sole trustee in relation to an express trust (including the administration of such trust(s). (2) Acting as trustee (other than sole trustee) in relation to an express trust (including the administration of such trust(s)). (3) Providing trust administration services (including providing or arranging for accommodation address facilities for a trust) in relation to an express trust. (4) Acting as a trust corporation. (5) Acting as a protector in relation to an express trust (that is, a person other than a trustee who, as the holder of an officer created by or under the terms of the trust, is authorised or required to participate in the administration of the trust). (6) Acting as an enforcer (within the meaning of the Purpose Trusts 199610) in relation to a purpose trust or acting as an enforcer (within the meaning of the Foundations Act 2011) in relation to a foundation.

10 1996 c.9

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 17 Exclusions Professional services 5.(a) Where the activity — (a) is carried on by a specified person, (b) is wholly incidental to, or forms part of, advice given or another professional activity undertaken by that person in his, professional capacity; and (c) is carried on at the time when, or within a reasonable period after, the advice is given or the professional activity is undertaken, unless that person holds himself out as being available to carry on that activity in addition to his professional services. Group transactions 5.(b) Where the activity is undertaken by — (a) a company which is part of a group; or (b) an individual who is a member, officer or employee of a company which is part of a group, for or in respect of* an express trust which is established for the benefit of that group*. The making of a donation from the express trust to a registered charity does not invalidate this exclusion.26 Joint enterprises 5.(c) Where the activity is undertaken by a person who is, or proposes to become, a participator in a joint enterprise and the activity is wholly incidental to that joint enterprise. Insurers etc. 5.(d) Where the activity is carried on by a person who is — (i) authorised under section 8 of the Insurance Act 2008; (ii) the holder of a permit issued under section 22 of the Act; (iii) registered under section 23 of that Act; (iv) the subject of an exemption under sections 5(2)(c) or 5(2)(d) of that Act (v) registered as a scheme administrator under section 36(1) of the Retirement Benefits Schemes Act 2000; or

SCHEDULE 1 Regulated Activities Order 2011 Page 18 SD No.2011/0884 c (vi) a trustee of a retirement benefits scheme that is authorised or recognised under the Retirement Benefits Scheme Act 2000, as part of any business carried on by virtue of that authorisation, permit, registration or exemption. Court officers etc. 5.(e) Where the activity is carried on by any of the judges of the High Court, the Chief Registrar or any receiver or officer of the High Court in the exercise of his functions as such. Interpretation (1) For the purpose of exclusion 5(b) — (a) an activity is not undertaken for or in respect of a trust mentioned in that exclusion if it is undertaken — (i) in a fiduciary capacity and wholly or partly in the interests of a third party; (ii) as a nominee of a third party; (iii) as an attorney for a third party; (iv) as the agent for a third party; or (v) otherwise on behalf of or with the consent of a third party; (b) a trust is not established for the benefit of a group if any beneficiary under the trust is a third party; and for this purpose “third party” means — (i) an individual who is not a member (legal or equitable), officer or employee of any company which is a member of the group; (ii) a company which is not a member of the group; or (iii) a company which is a member of the group but is acting (directly or indirectly) for, or on behalf of, or for the benefit of, a person is not a member of the group. CLASS 6 – CROWDFUNDING PLATFORMS27 Regulated activities28 (1) Operating loan-based crowdfunding services including — (a) the operation of an electronic platform in relation to lending in which the operator of the electronic platform facilitates persons to become lenders or borrowers; and

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 19 (b) the administration of crowdfunded lending, including the transfer of repayment funds from borrower to lender and debt collection in relation thereto. (2) Operating investment-based crowdfunding services, which — (a) means the operation of an electronic platform in relation to arranging deals in investments in which the operator of the electronic platform facilitates persons to become issuers of investments or direct investors; and (b) may include the operation of secondary trading facilities within the platform at (a), if the secondary trading facilities are operated solely in relation to investments originally facilitated under (a) on that electronic platform. 2930 CLASS 7 – MANAGEMENT OR ADMINISTRATION SERVICES Regulated activity Management or administration of a person licensed to carry on a regulated activity (other than one falling within Class 3). Exclusion Groups 7.(a) Where the person who is providing management or administration services and the person who receive the services are in the same group. CLASS 8 – MONEY TRANSMISSION SERVICES Regulated activities (1) Operation of a bureau de change. (2) (a) provision and execution of payment services directly; (b) provision and execution of payment services as agent. (3) Provision of cheque cashing services. (4) Issue of electronic money. Exclusions Client money, trust money and “client company” money31 8.(a) In the case of an activity falling within paragraph (2) of Class 8, where the money —

SCHEDULE 1 Regulated Activities Order 2011 Page 20 SD No.2011/0884 c (a) is client money, trust money or “client company” money; (b) is received or transmitted by a person licensed to carry on a regulated activity falling within Class 2, 3, 4, 5 or 6; and32 (c) is held in a client bank account, trust bank account or ‘client company’ bank account as defined in rule 3.4 of the Financial Services Rule Book 201311 . 33 Activities incidental to professional services 8.(b) In the case of an activity falling within paragraph (2) of Class 8, where the activity — (a) is carried on by a specified person; (b) is wholly incidental to, or forms part of, advice given or other professional activity undertaken by that person in his professional capacity; and (c) is carried on at the time when, or within a reasonable period after, the advice id given or the professional activity is undertaken, unless the person holds himself out as being available to carry on that activity in addition to his professional services. Activities incidental to provision of goods services 8.(c) In the case of an activity falling within paragraph (1) or (2) of the Class 8, where the activity — (a) is carried on by way of business which consists of the provision of goods or services (not being services the provision of which would, apart from this exclusion, be a regulated activity), and (b) is wholly incidental to, or forms part of, the provision of those goods or services; and (c) is carried on at the time when, or within a reasonable period after, the goods or services are provided, unless that person holds himself out as being available to carry on that activity in addition to the provision by him of those goods or services. Insurance etc. 8.(d) In the case of an activity falling within paragraph (2) of Class 8, where the activity is carried on by a person who is — (a) authorised under section 8 of the Insurance Act 2008; (b) the holders of a permit issued under section 22 of that Act;

11 SD 0372/2013

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 21 (c) registered under section 23 of that Act; (d) the subject of an exemption under sections 5(2)(c) or 5(2)(d) of that Act; or (e) registered as a scheme administrator under sections 36(1) of the Retirement Benefit Schemes Act 2000, (f) registered as an insurance intermediary under the Insurance Intermediaries (General Business) Act 199612 , as part of any business carried on by virtue of that authorisation, permit, registration or exemption. Giving of change for goods or services 8.(e) In the case of an activity falling within paragraph (1) of Class 8, where the activity carried on consists of an exchange of money in which - (a) payment for goods or services is made in cash or by travellers’ cheque; and; (b) the change due in respect of that payment is tendered — (i) in a different currency from that in which that payment is made, and (ii) by the person to whom that payment is made. Friendly societies 8.(f) In the case of an activity falling within paragraph (1) of Class 8, where the activity is carried out by a body registered as a friendly society (but not as a branch or any part of the United Kingdom in respect of any business which it carries on for or in connection with any of the services for which friendly societies may provide under that or other enactments relating to friendly societies. Diocesan Board of Finance 8.(g) In the case of an activity falling within paragraph (2) of Class 8, where the activity is carried on by the Sodor and Man Diocesan Board of Finance for purposes of the Church of England. Other activities which do not constitute payment services 8.(h) In the case of an activity falling within paragraph (2) of Class 8, where the activity consists of — (a) payment transactions executed wholly in cash and directly between the payer and the payee, without any intermediary intervention;

12 1996 c.4

SCHEDULE 1 Regulated Activities Order 2011 Page 22 SD No.2011/0884 c (b) payment transactions between the payer and the payee through a commercial agent authorised in an agreement to negotiate or conclude the sale or purchase of goods or services on behalf of either the payer or the payee but not both the payer and the payee;34 (c) the professional physical transport of banknotes and coins, including their collection, processing and delivery; (d) payment transactions consisting of non-professional cash collection and delivery as part of a non-profit or charitable activity; (e) services where cash is provide by the payee to the payer as part of a payment transaction for the purchase of goods or services following as explicit request by the payer immediately before the execution of the payment transaction;35 (f) cash-to-cash currency exchange operations where the funds are not held on a payment account;36 (g) payment transactions base on any of the following documents drawn on the payment service provider with a view to placing funds at the disposal of the payee — (i) paper cheques of any kind, including traveller’s cheques; (ii) bankers’ drafts; (iii) paper-based vouchers (iv) paper postal orders; (h) payment transactions carried out within a payment or securities settlement systems between payment service providers and settlement agents, central counterparties, clearing houses, central banks or other participants in the systems; (i) payment transactions related to securities asset servicing, including dividends, income or other distributions, or redemption or sale, carried out by persons referred to in sub-paragraph (h) or by investment businesses, deposit takers, collective investment schemes or asset management companies providing investment services or by any other entries allowed to have the custody of financial instructions; (j) services provided by technical service providers, which support the provision of payment services, without the provider entering at any time into possession of the funds to be transferred, including — (i) the processing and storage of data; (ii) trust and privacy protection services; (iii) data and entity authentication; (iv) information technology;37 (v) communication network provision; and38

Regulated Activities Order 2011 SCHEDULE 1 c SD No.2011/0884 Page 23 (vi) the provision and maintenance of terminals and devices used for payment services;39 (k) services based on specific payment instruments that can be used only in a limited way and — (i) allow the holder to acquire goods or services only in the issuer’s premises; (ii) allow the holder to acquire goods or services only within a limited network of service providers which have direct commercial agreements with the issuer; (iii) may be used only to acquire a very limited range of goods or services; or (iv) are valid only in the Isle of Man or in a single jurisdiction, are provided at the request of an undertaking or a public sector entity, and are regulated by a national or regional public authority for specific social or tax purposes to acquire specific goods or services from suppliers which have a commercial agreement with the issuer, and for these purposes the “issuer” is the person who issues the instrument in question;40 (l) payment transactions, initiated through a provider of electronic communications networks or services, where such initiation is in addition to electronic communications services for a subscriber to the network or service executed by means of any telecommunication, digital or IT device, where the goods or services purchased are delivered to and are to be used through a telecommunication, digital or IT device, provided that the telecommunication, digital or IT operator dose not act only as an intermediary between payment service user and the supplier of the goods and services;41 (m) payment transactions carried out between payment service provides, or their agents or branches, for their own account; (n) payment transactions and related services between a parent undertaking and its subsidiary or between subsidiaries of the same parent undertaking, without any intermediary intervention by a payment service provider other than an undertaking belonging to the same group;42 (o) cash withdrawals provided through automated teller machines, where the provider — (i) is acting on behalf of one or more card issuers; (ii) is not party to the framework contract with the customer withdrawing money from a payment account; and (iii) does not conduct any other payment service.43

SCHEDULE 1 Regulated Activities Order 2011 Page 24 SD No.2011/0884 c Electronic money – exclusions 8.(i) For the purposes of this Order electronic money does not include — (a) monetary value stored on instruments that can be used only in a limited way to acquire goods or services — (i) in or on the electronic money issuer’s premises; or (ii) either within a limited network of service providers which have direct commercial agreements with the electronic money issuer; (iii) may be used only for a limited range of goods or services; or (iv) are valid only in the Isle of Man or in a single jurisdiction, are provided at the request of an undertaking or a public sector entity, and are regulated by a national or regional public authority for specific social or tax purposes to acquire specific goods or services from suppliers which have a commercial agreement with the issuer; 44 (b) monetary value that is used to make payment transactions executed by means of any telecommunication, digital or IT device, where the goods or services purchased are delivered to and are to be used through a telecommunication, digital or IT device, provided that the telecommunication, digital or IT operator does not act only as an intermediary between the payment service user and the supplier of the goods and services. CLASS 9 — CREDIT UNIONS45 Regulated activity Operation of a credit union.

Regulated Activities Order 2011 SCHEDULE 2 c SD No.2011/0884 Page 25 SCHEDULE 2 Article 3. INTERPRETATION PART 1 – DEFINITIONS Expression Definition accommodation address facilities means the provision of an address at, or within which any of the following services are provided — (a) the receipt or dispatch on behalf of a person of any communication or packet by post, a courier service, hand delivery, a telecommunications system, wireless telegraphy or any electronic medium; (b) the redirection of communications or packets on behalf of a person; (c) facilities for the service of process and notices on a company as provided by section 11(4) of the Foreign Companies Act 2014;46 the Act means the Financial Services Act 2008; administration services (in relation to company) includes the following activities — (a) the keeping of any register which require to be kept by a company under the Companies Acts 1931 to 2004; (b) the keeping of accounting records and the preparation of accounts which are required to be kept or prepared by the company under the Companies Act 1982; (c) the preparation and making of returns required to be made by a company to the Department of Economic Development under the Companies Acts 1931 to 2004;47 (d) the preparation and submission of documents which a company is required to prepare and submit under the Companies Acts 1931 to 2004; (e) the convening of general meetings of a company; (f) the taking, preparation and entry of minutes of proceedings at general meetings and directors’ meeting of a company; (g) the entry of written resolutions which are required to be entered in a minute book by a company under section 119A of the Companies Act 1931; (h) the entry of decisions of sole members which are required to be entered in a minute book by a company under section 119B of the Companies Act 1931

SCHEDULE 2 Regulated Activities Order 2011 Page 26 SD No.2011/0884 c (i) equivalent activities in relation to companies which are not constituted under the Companies Act 1931 to 2004. agent includes an attorney and a nominee, and also, for the purpose of Class 8 regulated activity, agent includes a person who provides payment services on behalf of an issuer of electronic money or a payment institution; attorney means the donee of power of attorney acting under power; buy means acquire for valuable consideration; certificate representing securities means any certificate or other instrument which confers — (a) property rights in respect of any share, debenture, government security or warrant; (b) any right to acquire, dispose of, underwrite or convert an instrument, being a right to which the holder would be entitled if he had any such investment to which the certificate or instrument relates; or (c) a contractual right (other than an option) to acquire any such investment otherwise than by subscription; client includes a customer (and vice versa) client bank account means a bank account which is — (a) specially created for the purpose of holding client money, and (b) segregated from any account holding money which is not client money; client money means money which, for the purpose or in the course of a business carried on by him, a person holds or receives on behalf of a customer or client; close relative in relation to an individual, means a child, step-child, parent, stepparent, brother, sister, step-brother, step-sister or spouse of that individual;48 collective investment scheme has the same meaning as in the Collective Investment Schemes Act 200813 company includes any body corporate, whether constituted under the law of the Island or elsewhere; connected individuals (in relation to a disposal or inquisition of shares in a company) means persons each of whom is, or is a close relative of, a person who is or (as the case may be) is to be a director manager of the company; credit union49 is a body described in and incorporated under the Credit Unions Act 1993; debenture includes debenture stock, loan stock, bonds and certificates of deposit and other instruments creating or acknowledging indebtedness, but does not include — (a) any instrument acknowledging or creating

13 2008 c.7

Regulated Activities Order 2011 SCHEDULE 2 c SD No.2011/0884 Page 27 indebtedness for, or for money borrowed to defray, the consideration payable under a contract for the supply of goods or services; (b) a cheque or other bill of exchange, a banker’s draft or a letter of credit; (c) a banknote, a statement showing a balance in a current, deposit or saving account or (by reason of any financial obligation contained in it) relating to a lease or other disposition of property, deed of bond and security or an insurance policy; (d) a government security; debenture warrant means an instrument entitling the holder to, or to subscribe for, a debenture; deposit means a sum of money paid (otherwise than for or in respect of a debenture, Government security, warrant or certificate representing securities) on terms — (a) under which it will be repaid, with or without interest or premium, either on demand or at a time or in circumstances agreed by or on behalf of the person making the payment and the person receiving it: and (b) which are not referable to the provision of property (other than currency) or services or the giving of security, and references in this Order to money deposited and to the making of a deposit shall construed accordingly; and includes a sum of money paid by an investing member to a building society held in share and / or savings account but not sums invested in permanent interest bearing shares. A sum is not a deposit if it is received by a payment institution from a payment service user with a view to the provision of payment services; nor is it a deposit if it is immediately exchanged for electronic money. For the purposes of this definition, money is paid on terms which are referable to the provision of property or services or the giving of security if, and only if, — (i) it is paid by way of advance or part payment under contract for the sale, hire or other provision of property or services, and is repayable only in the event that the property or services is or are not in fact sold, hired or otherwise provided; or (ii) it is paid by way of security for the performance of a contract or by way of security in respect of loss which may result from the non-performance of a contract; or (iii) without prejudice to (ii) above, it is paid by way of security for the delivery up or return of any property, whether in a

SCHEDULE 2 Regulated Activities Order 2011 Page 28 SD No.2011/0884 c particular state of repair or otherwise; director has the same meaning as in the Act but also includes— (a) an alternate director; and (b) in relation to a limited partnership which has elected to have legal personality, an individual who is a general partner;50 disposal includes — (a) in the case of an investment consisting of rights under a contract or other arrangements, assuming the corresponding liabilities under the contract or arrangements; (b) in the case of any other investment, issuing or creating the investment or granting the rights or interests of which it consists; (c) in the case of an investment consisting of rights under a contract, surrendering, assigning or converting those rights; electronic money means electronically (including magnetically) stored monetary value as represented by a claim on the electronic money issuer which is — (a) issued on receipt of funds for the purpose of making payment transactions; (b) accepted by a person other than the electronic money issuer; and (c) is not excluded by exclusion 8(i); e-money has the same meaning as electronic money; eligible custodian means — (a) a licenceholder authorised to carry on activities falling within paragraph (5) of Class 2; (b) a wholly-owned subsidiary of such a licence holder which — (i) carries on no other business than those activities; and (ii) acts only in accordance with the direction or instructions of the licence holder; or (c) in relation to such a licence holder, a person carrying on business in a country or territory outside the Island – enactment includes a statute or other instrument of a legislative character having effect in the Island or a country or territory outside the Island; exempt collective investment scheme has the same meaning as in the Collective Investment Schemes Act 2008; exempt-type scheme means a scheme which does not, but would be an exempt scheme if it did, comply with paragraph 1(2) of Schedule 3 to the Collective Investment Schemes Act 2008; express trust means a trust created by the intentional act of the settlor either orally or evidenced in writing; government security means loan stock or a bond or other instrument creating or acknowledging indebtedness issued by or on behalf

Regulated Activities Order 2011 SCHEDULE 2 c SD No.2011/0884 Page 29 of — (a) the government of the Island or any country or territory outside the Island: (b) a local authority in the Island or elsewhere; (c) any international organisation the members of which include the Island or any Member State of the European Union; but does not include — (i) any instrument acknowledging or creating indebtedness for, or for money borrowed to defray, the consideration payable under a contract for the supply of goods or services; (ii) a cheque or other bill of exchange, a banker’s draft or a letter of credit; (iii) a banknote, a statement showing a balance in a current, deposit or savings account or (by reason of any financial obligation contained in it) to a lease or other disposition of property, a heritable security or an insurance policy; instrument includes any record which may be produced in a visible and legible form; investment means any of the following — (a) a share; (b) a debenture; (c) a government security; (d) a warrant; (e) a certificate representing securities; (f) a unit in a collective investment scheme;51 (g) an option to acquire or dispose of — (i) an investment falling within this or any other paragraph of this definition; (ii) currency of any country or territory, (iii) gold, palladium, platinum or silver ; or (iv) a commodity or goods of any description except under an option entered into for commercial and not investment purposes; or (v) an option to acquire or dispose of an option falling within sub-paragraph (i), (ii), (iii) or (iv). (h) rights under a contract for the sale of a commodity or goods of any other description under which delivery is to be made at a future date and at a price agreed on when the contract is made, except rights under contract made for commercial and not investment purposes; (i) rights under contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or void a loss by

SCHEDULE 2 Regulated Activities Order 2011 Page 30 SD No.2011/0884 c reference to fluctuations in the value or price of property of any description or in an index or other factor designated for that purpose in the contract; (j) long-term insurance; (ja) in relation to activities falling within paragraph (6) or (7) of Class 2 only, rights under a personal pension scheme;52 (k) rights to and interests in anything falling within any other paragraph of this definition, except interests under the trusts of an occupational pension scheme. Isle of Man person means — (a) an individual who is resident in the Isle of Man; or (b) a company incorporated or carrying on business in the Isle of Man. joint enterprise means an enterprise into which 2 or more persons (“participators”) enter for commercial reasons related to a business or businesses (other than activities falling within Class 2) carried on by them, but does not include an enterprise the whole or main purpose of which is to undertake ant regulated activity; and for the purpose, where a participator is a company and a member of a group, each other member of the group shall also be regarded as a participator in the enterprise; licensed means licensed under section 7 of the Act long–term insurance means rights under a contract of insurance falling within any of the following descriptions, namely life, annuity, marriage, birth, permanent health, tontines, capital redemption and pension fund man53agement, but does not include pure protection contracts; money remittance means a payment service where funds are received from a payer, without any payment accounts being created in the name of the payee or payer, for the sole purpose of transferring a corresponding amount to a payee or another payment service provider acting on behalf of the payee or where such funds are received on behalf of and made available to the payee; nominee company means a company whose sole activity is to hold as nominee or bare trustee monies or investments beneficially owned by other persons;54 occupational pension scheme55 has the meaning given in section 1 of the Pension Schemes Act 1993 (of Parliament) as it has effect in the Isle of Man; offer includes an invitation to treat; open-ended investment company [Revoked]56; overseas person means a person who — (a) does not carry on a regulated activity from a

Regulated Activities Order 2011 SCHEDULE 2 c SD No.2011/0884 Page 31 permanent place of business maintained by him in the Island; and (b) is not — (i) a company incorporated in the Island under the Companies Act 1931 to 2004 or the Companies Act 2006; or (ii) a company incorporated outside the Island which is registered under Part X1 of the Companies Act 1931; or (iii) a limited partnership registered in the Island under Part II of the Partnership Act 1909; (iv) a foundation established in the Island under the Foundations Act 2011; Payee means a person who is the intended recipient of the funds which have been the subject of a payment transaction ; Payer means — (a) a person who holds a payment account and initiates, or consents to the initiation of, a payment order from that payment account; or (b) where there is no payment account, a person who gives a payment order; payment account means an account held in the name of one or more payment service users which is used for the execution of payment transactions; payment institution means — (a) a person licenced by the Authority to undertake the regulated activity of Class 8(2); or 57 (b) a person subject to the transitional arrangement in paragraph 8.5 of Schedule 1 to the Financial Services (Exemption) Regulations 2011; 58 payment instrument means any — (a) personalised device; or (b) personalised set of procedures agreed between the payment service user and the payment service provider, used by the payment service user in order to initiate a payment order; payment order means any instruction by a payer or a payee to their respective payment service provider requesting the execution of a payment transaction; payment services means any of the following activities when carried out as a business activity — (a) services enabling cash to be placed on a payment account together with all of the operations required for operating a payment account;59 (b) services enabling cash withdrawals from a payment account together with all of the operations required for operating a payment account;60

SCHEDULE 2 Regulated Activities Order 2011 Page 32 SD No.2011/0884 c (c) the execution of the following types of payment transaction — (i) direct debits, including one-off direct debits; (ii) payment transactions executed through a payment card or a similar device; (iii) credit transfers, including standing orders; (d) the execution of the following types of payment transaction where the funds are covered by a credit line for the payment service user — (i) direct debits, including one-off direct debit, (ii) payment transactions executed through a payment card or a similar device; (iii) credit transfers, including standing orders; (e) issuing payment instructions or acquiring payment transactions; (f) money remittance; (g) the execution of payment transactions where the consent of the payer to execute the payment transaction is given by means of any telecommunication, digital or IT device and the payment is made to the telecommunication, IT system or network operator acting only as an intermediary between the payment service user and the supplier of the goods or services; payment service provider means any of the following persons when they carry out payment services — (a) deposit takers; (b) issuers of electronic money; (c) the Isle of Man Post Office; (d) payment institutions; (e) the Isle of Man Treasury, the European Central Bank and the national central bank of any EEA State, other than when acting in their capacity as a monetary authority or carrying out other functions of a public nature; and61 (f) Departments, Statutory Boards and local authorities, other than when carrying out functions of a public nature; payment service user means a person when making use of a payment service in the capacity of a payer or payee, or both; payment transaction means an act, initiated by the payer or payee, or on behalf of the payer, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and payee;62 person63 n includes any body of persons, whether incorporated or unincorporated, as well as an individual;

Regulated Activities Order 2011 SCHEDULE 2 c SD No.2011/0884 Page 33 personal pension scheme64 means a scheme or arrangement which is not an occupational pension scheme and which is comprised of one or more instruments or agreements, having or capable of having effect so as to provide benefits to or in respect of people — (a) on retirement; (b) on having reached a particular age; or (c) on termination of service in an employment; private company means a company which is prohibited by the law of the country or territory in which it is incorporated from making an offer (either in that country or territory or elsewhere) to the public or inviting any section of the public to subscribe for share in or debentures of the company, and also for the purposes of this Order includes a company registered under the Companies Act 2006 that does not offer its shares or debentures to the public; professional dealer means any person who — (a) is a market maker in investments; or (b) regularly solicits members of the public (whether in the Island or elsewhere) to deal in investments; and for this purpose “market maker”, in relation to an investment of any description, means a person who (otherwise than in his capacity as the manager or administrator of a collective investment scheme) holds himself out as able and willing to enter into transactions of buying or selling investments of that description at prises determined by him generally and continuously rather than in respect of each particular transaction; property includes the currency of any country or territory; pure protection contract65 means a long term insurance contract in respect of which the following conditions are met — (a) the benefits are payable only on death or in respect of incapacity due to injury, sickness or infirmity; (b) there is no surrender value or the consideration consists of a single premium and the surrender value does not exceed that premium; and (c) there is no provision for its conversion or extension in a manner that would result in its ceasing to comply with (a) or (b) of this definition; registered legal practitioner means a person who is entered in the register maintained under the Legal Practitioners Registration Act 198614; restricted depositor 66 means - (a) a body corporate; (b) an individual (in his personal capacity and not as trustee or nominee) who certifies that he has a minimum of £500,000 net worth excluding - (i) his home or any money raised through a loan secured on that property; and

14 1986 c.13

SCHEDULE 2 Regulated Activities Order 2011 Page 34 SD No.2011/0884 c (ii) any rights under a contract of insurance; and (iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of his service or on his death or retirement and to which he or his dependants are or may be entitled; or (c) an individual who is a trustee of a particular trust, who certifies that that the assets of that trust are valued at a minimum of £500,000, excluding real property that is any person’s principal place of residence that - (i) certifies their confirmation of understanding that deposits placed with a class 1(2) deposit taker do not benefit from a compensation scheme; and (ii) for the avoidance of doubt, in the case of deposits held jointly, each depositor must meet one of the above criteria in their own right; retirement benefits scheme has the same meaning as in the Retirement Benefits Scheme Act 200015 regardless of any exceptions contained in the Retirement Benefits Schemes (Excepted Schemes) Regulations 200116; 67 the Rule Book means the rules, or any part of the rules, made by the Authority under section 18 of the Act;68 securities means shares, debentures, warrants or certificates representing securities and any rights to or interests in such securities; sell means dispose of for valuable consideration; share a share, including stock, in the share capital of a company; share warrant means an instrument entitling the holder to, or to subscribe for shares; specified person means a person who — (a) is an advocate or firm of advocates; or (b) is a registered legal practitioner or a firm of registered legal practitioners; (c) is a member of one of the following bodies — (i) the Institute of Chartered Accountants in England and Wales; (ii) the Institute of Chartered Accountants of Scotland; (iii) the Institute of Chartered Accountants in Ireland; or (iv) the Association of Chartered Certified Accountants.

15 2000 c.14 16 SD646/01 as amended by SD 597/04, SD 63/06 and SD 2014/0049

Regulated Activities Order 2011 SCHEDULE 2 c SD No.2011/0884 Page 35 means a legal relationship which falls within Article 2 of the Convention set out in Schedule to the Recognition of Trusts Act 1988, whether such relationship was created in, or under the law of, Island or any other country or territory; trust bank account “trust bank account” means an bank account held by a trustee or a trust which — (a) holds, and is intended to hold, trust money of that trust (and no other money), and (b) is segregated from any account holding money which is not trust money of that trust. trust money means money, forming part of all of the assets of a trust, which a person holds or receives as, or as agent or nominee of, a trustee of that trust; units (in relation to a collective investment scheme) has the same meaning as in the Collective Investments Schemes Act 2008; unit trust scheme has the same meaning as in the Collective Investments Schemes Act 2008; warrant includes — (a) a share warrant, (b) a debenture warrant, or (c) an instrument entitling the holder to, or to subscribe for, a government security. PART 2 –FURTHER INTERPRTATION PROVISONS (1) References in this Order to a numbered class are to the class of regulated activities so numbered in Schedule 1. (2) For the purposes of Schedule 1 a person controls another person if, and only if, — (a) it is a controller of that person within the meaning of the Act, and69 (b) either alone or with any associates it is entitled to exercise or control the exercise of 15 per cent or more of the voting power at any general meeting of that person or of another body corporate of which it is a subsidiary.70 (3) References in this Order to dealing, making arrangements, managing and advising include offering or agreeing to deal, make arrangements, manage or advise respectively. (4) In determining for the purposes of this Order whether anything constitutes an investment or an activity falling within Class 2, the provisions of any enactment relating to gaming, betting or lotteries shall be disregarded.

SCHEDULE 3 Regulated Activities Order 2011 Page 36 SD No.2011/0884 c SCHEDULE 3 Article 3. MEANING OF EXPRESSIONS IN SECTION 3(2) OF THE ACT Expression Meaning (a) Deposit taking Any activity of Class 1 (b) Investment business Any activity of Class 2 (c) Any service to a collective investment scheme Any activity of Class 3 (d) Corporate services Any activity of Class 4 (e) Trust services Any activity of Class 5 (f) Any service or activity involving money transmission Any activity of Class 8

Regulated Activities Order 2011 Endnotes c SD No.2011/0884 Page 37 ENDNOTES Table of Endnote References 1 The format of this legislation has been changed as provided for under section 75 of, and paragraph 2 of Schedule 1 to, the Legislation Act 2015. The changes have been approved by the Attorney General after consultation with the Clerk of Tynwald as required by section 76 of the Legislation Act 2015. 2 Subpara (a) amended by SD2017/0344. 3 Para (2) amended by SD2017/0344. 4 Art 4A inserted by SD2016/0099, with effect from 01/05/2016. 5 Art 4A inserted by SD2016/0188 and renumbered by SD2017/0344. 6 Heading amended by SD2016/0188. 7 Para text substituted by SD2016/0188. 8 Para renumbered by SD2017/0344. 9 Subpara (6) amended by SD2016/0099. 10 Para (a) substituted by SD2016/0099. 11 Para (b) substituted by SD2016/0099. 12 Para (c) inserted by SD2016/0099. 13 Para (b) amended by SD2016/0099. 14 Heading inserted by SD2016/0099. 15 Para 2(w) inserted by SD2016/0099. 16 Subpara (10) substituted by SD2016/0188. 17 Subpara (12) amended by SD373/13. 18 Subpara (13) substituted by SD2016/0099. 19 Para text substituted by SD2017/0344. 20 Para text substituted by SD2017/0344. 21 Subpara (2) revoked by SD2017/0344. 22 Subpara (6) amended by SD2016/0099. 23 Subpara (9) amended by SD373/13 and by SD2016/0099. 24 Para 4(a) amended by SD2016/0099. 25 Para (e) inserted by SD2016/0099. 26 Para (b) amended by SD373/13. 27 Class 6 heading substituted by SD2016/0099. 28 Heading inserted by SD2016/0099. 29 Subpara (2) substituted by SD2019/0067. 30 Para text inserted by SD2016/0099. 31 Heading amended by SD373/13. 32 Para (b) amended by SD2016/0099. 33 Para (a) substituted by SD373/13. 34 Para (b) substituted by SD2017/0344. 35 Para (e) amended by SD2017/0344.

Endnotes Regulated Activities Order 2011 Page 38 SD No.2011/0884 c

36 Para (f) substituted by SD2017/0344. 37 Subpara (iv) substituted by SD2017/0344. 38 Subpara (v) substituted by SD2017/0344. 39 Subpara (vi) inserted by SD2017/0344. 40 Para (k) substituted by SD2017/0344. 41 Para (l) amended by SD2017/0344. 42 Para (n) amended by SD2017/0344. 43 Para (o) substituted by SD2017/0344. 44 Para (a) substituted by SD2017/0344. 45 Class 9 inserted by SD2019/0046. 46 Entry substituted by SD2016/0099. 47 Para (c) amended by SD2016/0099. 48 Entry substituted by SD2017/0344. 49 Definition of “credit union” inserted by SD2019/0046. 50 Entry substituted by SD2016/0099. 51 Para (f) amended by SD2017/0344. 52 Para (ja) inserted by SD2017/0344. 53 Entry substituted by SD373/13. 54 Entry amended by SD2016/0099. 55 Definition of “occupational pension scheme” inserted by SD2017/0344. 56 Entry revoked by SD2017/0344. 57 Para (a) amended by SD2016/0099. 58 Entry amended by SD373/13. 59 Para (a) amended by SD373/13. 60 Para (b) amended by SD373/13. 61 Para (e) substituted by SD2019/0027, with effect from 31/12/2020 at 23:00. 62 Entry amended by SD2017/0344. 63 Definition of “person” inserted by SD2016/0099. 64 Definition of “personal pension scheme” inserted by SD2017/0344. 65 Definition of “pure protection contract” inserted by SD373/13. 66 Definition of “restricted depositor” inserted by SD2016/0188. 67 Entry amended by SD2016/0099. 68 Entry amended by SD2016/0099. 69 Para (a) amended by SD373/13. 70 Para (b) amended by SD373/13.