Consultation Paper No. 7 of 2018 – Consultation on proposed Fund Passporting Rules

CONSULTATION PAPER
NO. 7 OF 2018
29 NOVEMBER 2018
CONSULTATION ON PROPOSED FUND
PASSPORTING RULES

TABLE OF CONTENTS
INTRODUCTION...........................................................................................................................3
FUND PASSPORTING RULES ........................................................................................................6
ITEM 1 – KEY FEATURES OF THE FUND PASSPORTING RULES ....................................................6
ITEM 2 – CONSEQUENTIAL AMENDMENTS TO ADGM REGULATIONS AND RULES....................9

INTRODUCTION
WHY ARE WE ISSUING THIS PAPER?

1. The Financial Services Regulatory Authority ("FSRA") of Abu Dhabi Global
   Market ("ADGM") has issued this Consultation Paper to invite public feedback and comments on proposed new Fund Passporting Rules. This follows the entering into an agreement between the Securities and Commodities Authority (“SCA”), the FSRA and the Dubai Financial Services Authority (“DFSA”) facilitating the licensing of domestic funds by each authority for promotion across the UAE. It will enable Collective Investment Funds established within ADGM to be promoted within all three financial services jurisdictions in the U.A.E.
2. The proposed introduction of a fund passporting regime in the ADGM has
   been created to work in conjunction with equivalent regimes to be enacted by both the DFSA and the SCA. All three regulatory authorities have collaborated to create a reciprocal fund passporting regime in order to stimulate the development of the domestic investment funds market across the UAE and encourage greater facilitation of business across the UAE.
3. The Board of Directors of ADGM and the FSRA invite comments on the
   proposed Fund Passporting Rules, as well as the associated amendments to FSRA regulations and Rules. WHO SHOULD READ THIS PAPER?
4. This Consultation Paper will be of interest to Authorised Persons
   generally, including those Authorised Persons engaged in the Regulated Activities of Managing a Collective Investment Fund, Advising or Arranging activities in relation to Funds, persons considering seeking a Financial Service Permission enabling them to engage in the above noted activities, and their respective professional advisors. HOW TO PROVIDE COMMENTS
5. All comments must be in writing and sent to the address or email specified
   below. If sending your comments by email, please use the Consultation

Paper number in the subject line. You may, if relevant, identify the organisation you represent in providing your comments. The FSRA reserves the right to publish, including on its website, any comments you provide, unless you expressly request otherwise at the time of making those comments. Comments supported by reasoning and evidence will be given more weight by the FSRA. WHAT HAPPENS NEXT?
6. The deadline for providing comments on this proposal is 3 January 2019.
Following receipt of comments, we will consider whether any modifications are required to the proposed amendments to the ADGM’s legislative framework. The Board of ADGM and the FSRA will then proceed to enact the proposed legislative framework. You should not act on this proposal until the relevant regulations, Rules and any related guidance are issued. We will issue a notice on our website when this happens. COMMENTS TO BE ADDRESSED TO:
Consultation Paper No. 7 of 2018
Financial Services Regulatory Authority
Abu Dhabi Global Market Square
Al Maryah Island
PO Box 111999
Abu Dhabi, UAE
Email: consultation@adgm.com
STRUCTURE OF THIS PAPER
7. The substantive amendments under consideration are summarized in this
paper, which is organized as follows:
a. Annex A – Proposed Fund Passporting Rules; b. Annex B – Draft amendments to Financial Services and Markets Regulations 2015;
c. Appendix 1 – Draft amendments to the Conduct of Business Rules;

d. Appendix 2 – Draft amendments to the Fees Rules; and e. Appendix 3 – Draft amendments to the Glossary.
8. Unless otherwise defined, capitalized terms referred to in this paper have
the meanings attributed in the Financial Services and Markets Regulations 2015 (“FSMR”) and/or the Glossary (“GLO”).

FUND PASSPORTING RULES
BACKGROUND

1. While legislation governing the conduct of Regulated Activities permits
   the promotion of Collective Investment Fund Units both in and from the ADGM, the promotion of Fund Units outside of the ADGM must accord with applicable law in any host jurisdiction.
2. Promotion of an ADGM Domestic Fund in the broader U.A.E may require
   an Authorised Person to seek an additional licence before engaging in promotion activities or alternatively engage the services of a licensed agent. To address these potential inefficiencies, the FSRA, in collaboration with the SCA and DFSA, have negotiated a common set of rules, which will provide Fund Managers established in their respective jurisdictions with the option of promoting Funds in multiple jurisdictions across the UAE without obtaining multiple regulatory licenses or engaging multiple agents.
3. This Consultation Paper has been drafted from the perspective of ADGM￾based Fund Managers and other Authorised Persons engaged in the
   promotion of Units of a ADGM Domestic Fund. Fund Managers and licensed fund promoters located in either the DIFC or in the U.A.E., outside of a financial free zone, should review the proposed legislation applicable in their home jurisdiction. For the purpose of reading this paper, the ADGM should be considered as the “home” jurisdiction, while the DIFC and the U.A.E., outside the financial free zones, should be considered the “host” jurisdictions. ITEM 1 – KEY FEATURES OF THE FUND PASSPORTING RULES ELIGIBILITY Registration
4. The proposed Fund passporting regime would be available to both public
   and private Domestic Funds, i.e. Public Funds, Exempt Funds and Qualified Investor Funds, which are established within the ADGM and managed by

a Fund Manager located in the ADGM (collectively referred to below as “eligible funds”). Upon completion of the registration requirements (see paragraph 5, below), eligible funds may be promoted in the host jurisdiction(s) chosen during the registration process by the Fund Manager or Authorised Person seeking to engage in promotional activities in the host jurisdiction(s). It should be noted that participation in the passporting regime is not mandatory; Fund Units may still be sold to investors in a host jurisdiction by current means in accordance with the laws of each host jurisdiction, including by engaging the services of a licensed fund promoter in a host jurisdiction or reverse solicitation. Notification
5. Authorised Persons seeking to promote an eligible fund in either or both
of the host jurisdictions must deliver prior notice to the FSRA, in the required format, accompanied by the relevant fee (see paragraph 11, below). Upon satisfaction that the eligible fund complies with the requirements of the passporting regime, the FSRA will proceed to include the details of the fund in the published Register of Passported Funds maintained by the FSRA. Upon such publication, the FSRA will notify the relevant regulator(s) in the host jurisdiction(s). Upon a host regulator including the name of the eligible fund in its published Register of Passported Funds, the Authorised Persons identified in the notice will be eligible to commence promotional activities, in relation to such eligible fund only, in such host jurisdiction. Prospectus Content
6. The Prospectus of a Public Fund should contain the information described
in Appendix 1 to the Fund Passporting Rules, which are consistent with the Public Fund Prospectus contents required by the current ADGM Fund Rules (FUNDS). If the Public Fund is to be promoted in the U.A.E. outside of the financial free zones, (i) a Key Investor Information Document (“KIID”) should be prepared in both English and Arabic and included within the Prospectus, and (ii) if delegation of safe keeping responsibility to a custodian is necessary, the appointed custodian should be licensed by SCA to provide custody services in the U.A.E.

Deregistration
7. At the request of the Authorised Person entitled to promote the Fund in
a host jurisdiction, the FSRA will remove any passported fund from the Register of Passported Funds maintained by it and notify the relevant regulator(s) within the host jurisdiction(s) of such deregistration, who, in turn will amend their respective Register’s accordingly. Upon the earlier of the removal from either the Register maintained by the FSRA or any host jurisdiction, all promotional activities related to the passported Fund in such host jurisdiction must cease.
8. In the event of a material breach of the Fund Passporting Rules or other
applicable FSRA legislation, or if the FSRA is of the opinion that the relevant Fund will fail to meet the eligibility criteria on an ongoing basis, the FSRA may, upon its own initiative, inform the relevant Authorised Persons and the relevant host regulator(s) of its intention to deregister a Fund.
9. In circumstances where a host regulator is of the opinion that
deregistration is warranted in order to achieve its regulatory objectives, a host regulator may deregister a passported Fund upon its own initiative. Deregistration in either event will result in such Fund becoming ineligible for promotion in such host jurisdiction from such date. However, rights and obligations of subscribing investors and unitholders as of the date of deregistration will remain unaffected. Supervision and Enforcement
10. While the FSRA will retain responsibility for the supervision of passported
Funds established in the ADGM, in the event of material breaches of the principles embodied in the passporting rules, host regulators retain the ISSUES FOR CONSIDERATION Q1: WILL THE PROPOSED FUND PASSPORTING REGIME PRESENT A USABLE ALTERNATIVE TO THE CURRENT METHODS OF PROMOTING DOMESTIC FUNDS FROM THE ADGM INTO OTHER FINANCIAL JURISDICTIONS WITHIN THE U.A.E.?

authority to take action against persons as they may consider appropriate, if sanctions are required to meet the objectives of such host regulator. FEES
11. Registration of an eligible Fund for passporting purposes will require the
payment of a registration fee of US$9,500. An annual fee of US$2,000 will be due in respect of each passported Fund for the duration of its period of registration, due upon each anniversary of the relevant registration date. In the case of a public passported Fund, the FSRA will waive the current requirement to pay the US$3,000 initial Public Fund registration fee.
12. Each sub-fund of an Umbrella Fund will attract equivalent registration and
annual passporting fees, as each will be treated as a distinct fund.
13. No additional fees in respect of a passported Fund will be levied by host
regulator(s).
ITEM 2 – CONSEQUENTIAL AMENDMENTS TO ADGM REGULATIONS AND RULES
14. In order to implement the introduction of the Fund Passporting Rules, it
will be necessary to make a number of consequential changes to FSRA’s existing regulations and Rules.
15. FSMR will be amended to include a Register of Passported Funds, to
reflect additional defined terms and to enable licensed persons based in either host jurisdiction to engage in the promotion of Funds within the ADGM. ISSUES FOR CONSIDERATION Q2: HOW DOES THE PROPOSED FEE STRUCTURE COMPARE WITH THE CURRENT COST OF COMPLIANCE ACROSS MULTIPLE HOST REGIMES?

16. Slight differences in professional client criteria will require amendment of
    the Conduct of Business Rules (COBS).
17. Fee Rules (FEES) will be amended to include the relevant passporting fees.
18. Glossary (GLO) will be amended to include the new defined terms to be
    used in the Fund Passporting Rules.
    ISSUES FOR CONSIDERATION
    Q3: DO YOU HAVE ANY CONCERNS ABOUT THESE PROPOSALS OR CONSEQUENTIAL AMENDMENTS? IF SO, WHAT ARE THOSE CONCERNS AND HOW SHOULD THEY BE ADDRESSED?

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Fund Passporting Rules (FP)

TABLE OF CONTENTS
Page
1. INTRODUCTION.....................................................................................................................1
1.1 Citation commencement and interpretation.............................................................................1
1.2 Application ......................................................................................................................................1
2. PASSPORTED FUNDS .............................................................................................................1
2.1 Passported Funds...........................................................................................................................1
3. PROMOTION OF PASSPORTED Funds.....................................................................................1
3.1 Passported Funds - Notification for Private Funds....................................................................1
3.2 Passported Funds - Notification for Public Funds .....................................................................3
4. REGISTRATION OF PASSPORTED FUNDS IN HOST JURISDICTION .............................................5
4.1 Notifications received by the Host Regulator............................................................................5
5. REGISTER OF PASSPORTED FUNDS .........................................................................................6
5.1 Register of Passported Funds.......................................................................................................6
6. MANAGEMENT AND OPERATION OF A PASSPORTED FUND....................................................7
6.1 Compliance with Constitution......................................................................................................7
6.2 Ongoing Appointment of Fund Manager....................................................................................7
6.3 Promotion by Fund Managers, Agents and Licensed Persons.................................................7
6.4 Additional Criteria for Public Funds.............................................................................................7
6.5 Custodian.........................................................................................................................................7
6.6 Reporting changes to the Regulator............................................................................................8
7. FEES......................................................................................................................................9
7.1 Notification Fees.............................................................................................................................9
8. DE-REGISTRATION OF PASSPORTED FUNDS............................................................................9
8.1 De-registration by Home Regulator.............................................................................................9
8.2 Notification of de-registration by Home Regulator ................................................................10
9. SUPERVISORY AND INVESTIGATORY POWERS ......................................................................10
APP 1 Passported Public Fund Minimum Criteria.................................................................13

1. INTRODUCTION
1.1 Citation commencement and interpretation
1.1.1 These Rules may be cited as the Fund Passporting Rules.
1.2 Application
1.2.1 These Rules apply to a Fund Manager of a Domestic Fund if:
(a) the Fund Manager has notified the Regulator of its intention to register the Domestic Fund as a Passported Fund under these Rules; or (b) the Fund Manager and Domestic Fund are included on the Register of Passported Funds.
1.2.2 These Rules also apply to an Agent and any other Licensed Person who Promotes a
Passported Fund in or from ADGM.
Guidance
Nothing in these Rules prevents a Fund Manager, its Agent or any other Licensed Person from Promoting a Domestic Fund in another jurisdiction (the Host Jurisdiction) in accordance with the legislation (excluding the Passporting Rules) applicable in that other jurisdiction.
2. PASSPORTED FUNDS
2.1 Passported Funds
2.1.1 A Domestic Fund that is registered as a Passported Fund in accordance with these
Rules must be either a Public Fund or a Private Fund.
2.1.2 If a Passported Fund is a Private Fund, the Fund Manager, its Agent and any other
Licensed Person may Promote the Units in the Fund only by way of private placement to Professional Clients and if the initial subscription is not less than $50,000 (or its equivalent in another currency) or such larger initial subscription amount as may be called for in accordance with the legislation applicable in the Home Jurisdiction of the Passported Fund.
2.1.3 If a Passported Fund is a Public Fund, the Fund Manager, its Agent and any other
Licensed Person may Promote Units in the Fund to Retail Clients and Professional Clients.
3. PROMOTION OF PASSPORTED FUNDS
3.1 Passported Funds - Notification for Private Funds
3.1.1 This Section applies if the Regulator is the Home Regulator of a Private Fund.

3.1.2 If the Fund Manager of a Private Fund wishes to use the passporting procedures under
these Rules, it must notify the Regulator of its intention that the Private Fund be a Passported Fund.
3.1.3 The notice must:
(a) be in such form as the Regulator may from time to time determine; (b) identify the Host Jurisdiction(s) in which the Private Fund will be Promoted; (c) identify the Agents or Licensed Persons(if any) that will conduct the Promotion of the Private Fund; (d) include a copy of the Prospectus containing a disclaimer to the following effect:
“No regulatory authority in the UAE has any responsibility for reviewing or verifying this prospectus or any other documents in connection with the promotion of this fund. Accordingly, no regulatory authority in the UAE has approved this prospectus or any other associated documents, nor taken any steps to verify the information set out herein, and therefore no regulatory authority in the UAE has any responsibility for the same. This Passported Fund is a Private Fund and, accordingly, the units thereof may only be promoted to Professional Clients in [insert relevant Host Jurisdictions] by means of private placement." (e) include the relevant fee; and (f) contain, and be accompanied by, such other information as the Regulator may reasonably require.
3.1.4 The Regulator shall:
(a) Within five Business Days of receipt of the notice set out in Rule 3.1.2, and subject to Rule 0, provide notice of the intent to use the passporting procedures under these Rules to the Host Regulator(s) in the relevant Host Jurisdiction(s) where the Passported Fund is intended to be Promoted; and (b) promptly following confirmation from the relevant Host Regulator(s) that its respective Register of Passported Funds has been updated to include the details of the Passported Fund:
(i) publish the details of the Passported Fund on the Register of Passported Funds; and (ii) notify the Fund Manager that registration on the Register of Passported Funds is complete.
3.1.5 The Regulator shall not transmit a notice under Rule (a):
(a) if it considers that the Fund Manager or the Private Fund does not comply with, or it has reasonable grounds for determining that the Fund Manager or the

Private Fund may in the future not comply with, applicable legislation including these Rules; or (b) if it considers that it is necessary and appropriate to refrain from doing so in order to further one or more of its objectives.
3.1.6 The Regulator shall immediately notify the Fund Manager of its decision not to
transmit a notice in accordance with Rule 0.
3.1.7 On and following the earlier of:
(a) the Passported Fund appearing on the Register of Passported Funds of the relevant Host Jurisdiction(s) referred to in Rule 1.2.2(b); or (b) the Fund Manager being notified that registration on the Register of Passported Funds is complete in accordance with Rule 1.2.2(b)(ii), the Passported Fund may, subject to these Rules (including Rule9.5.4), be Promoted to Qualified Investors in the Host Jurisdiction(s) specified in its notification.
3.1.8 If the Regulator receives notice from a Host Regulator stating that the name of the
Passported Fund is not available for use in the relevant Host Jurisdiction because it is already in use, or the use of the name is subject to restriction in that Host Jurisdiction, then the Regulator shall require the Fund Manager to immediately cease Promotion of the Passported Fund and the Passported Fund to adopt, as soon as practicable, an alternative name in order to re-commence Promotion.
3.1.9 If, at any time between the notification pursuant to Rule 3.1.2 and the
commencement of Promotion in a Host Jurisdiction, the Fund Manager becomes aware of any material change, error, or omission reasonably likely to be relevant to such notification, the Fund Manager shall give written notice to the Regulator without delay. The Regulator will promptly provide the relevant Host Regulator with all relevant details of such material change, error or omission.
3.1.10 If, as a result of any material change, error, or omission referred to in Rule 3.1.9, the
Fund Manager will no longer comply with applicable legislation, including these Rules, or if the Regulator otherwise considers it necessary and appropriate in the circumstances, the Regulator shall take all due measures, including, if necessary, the de-registration of the Private Fund from the Register of Passported Funds in accordance with these Rules.
3.2 Passported Funds - Notification for Public Funds
3.2.1 This Section applies if the Regulator is the Home Regulator of a Public Fund.
3.2.2 If the Fund Manager of a Public Fund wishes to use the passporting procedures under
these Rules, it must notify the Regulator of its intention that the Public Fund be a Passported Fund.

3.2.3 The notice must:
(a) be in such form as the Regulator may from time to time determine; (b) include a certification, given on behalf of the Fund Manager, to the effect that the Public Fund meets, and will continue to meet, the minimum requirements set out in Part 6 of these Rules; (c) identify the Host Jurisdiction(s) in which the Public Fund will be Promoted; (d) identify the Agents and Licensed Persons (if any) that will conduct the Promotion of the Public Fund; (e) include a copy of the Prospectus containing a disclaimer to the following effect:
“No regulatory authority in the UAE has any responsibility for reviewing or verifying this prospectus or any other documents in connection with the promotion of this fund. Accordingly, no regulatory authority in the UAE has approved this prospectus or any other associated documents, nor taken any steps to verify the information set out herein, and therefore no regulatory authority in the UAE has any responsibility for the same. This Passported Fund is a Public Fund and, accordingly, the units thereof may be promoted, including by means of a public offer of the units for public subscription, to persons in [insert relevant Host Jurisdictions]."; (f) include the relevant fee; (g) include a copy of the Key Investor Information Document (KIID) in both English and Arabic; and (h) contain, and be accompanied by, such other information as the Regulator may reasonably require.
3.2.4 The Regulator shall:
(a) Within five Business Days of receipt of the notice set out in Rule 0, and subject to Rule 0, provide notice of the intent to use the passporting procedures under these Rules to the Host Regulator(s) in the relevant Host Jurisdiction(s) where the Passported Fund is intended to be Promoted; and (b) promptly following confirmation from the relevant Host Regulator that its respective Register of Passported Funds has been updated to include the details of the Passported Fund:
(i) publish the details of the Passported Fund on the Register of Passported Funds; and (ii) notify the Fund Manager that registration on the Register of Passported Funds is complete.
3.2.5 The Regulator shall not transmit a notice under Rule (a):

(a) if it considers that the Fund Manager or the Public Fund does not comply with, or it has reasonable grounds for determining that the Fund Manager or the Public Fund may in the future not comply with, applicable legislation, including these Rules; or (b) if it considers that it is necessary and appropriate to refrain from doing so in order to meet its objectives.
3.2.6 The Regulator shall immediately notify the Fund Manager of its decision not to
transmit a notice in accordance with Rule 0.
3.2.7 On and following the earlier of:
(a) the Passported Fund appearing on the Register of Passported Funds of the relevant Host Jurisdiction(s) referred to in Rule 1.2.2(b); or (b) the Fund Manager being notified that registration on the Register of Passported Funds is complete in accordance with Rule 1.2.2(b)(ii), the Passported Fund may, subject to these Rules (including Rule 0), be Promoted to any Persons in the Host Jurisdiction(s) specified in its notification.
3.2.8 If the Regulator receives notice from a Host Regulator stating that the name of the
Passported Fund is not available for use in the relevant Host Jurisdiction because it is already in use, or the use of the name is subject to restriction in that Host Jurisdiction, then the Regulator shall require the Fund Manager to immediately cease Promotion of the Passported Fund and the Passported Fund to adopt, as soon as practicable, an alternative name in order to re-commence Promotion.
3.2.9 If, at any time between the notification pursuant to Rule 3.2.2 and the
commencement of Promotion in a Host Jurisdiction, the Fund Manager becomes aware of any material change, error, or omission reasonably likely to be relevant to such notification, the Fund Manager shall give written notice to the Regulator without delay. The Regulator will promptly provide the relevant Host Regulator with all relevant details of the material change, error or omission.
3.2.10 If, as a result of any material change, error, or omission referred to in Rule 0, the Fund
Manager will no longer comply with applicable legislation, including these Rules, or if the Regulator otherwise considers it necessary in the circumstances, the Regulator shall take all due measures, including, if necessary, the de-registration of the Public Fund from the Register of Passported Funds in accordance with these Rules.
4. REGISTRATION OF PASSPORTED FUNDS IN HOST JURISDICTION
4.1 Notifications received by the Host Regulator
4.1.1 This Part applies if the Regulator is the Host Regulator in relation to a Passported Fund.
4.1.2 Promptly following receipt by the Regulator of a transmission from a Home Regulator
to the effect that a Private Fund or Public Fund domiciled or registered in that jurisdiction is a Passported Fund, the Regulator will update its Register of Passported

Funds to include details of that Passported Fund. The Regulator will notify the relevant Home Regulator once the Register of Passported Funds has been updated.
4.1.3 As soon as that Register of Passported Funds has been updated pursuant to Rule 4.1.2,
the Passported Fund may, in accordance with applicable legislation, including these Rules, be Promoted in ADGM:
(a) where the Passported Fund is a Private Fund, to Professional Clients in ADGM; and (b) where the Passported Fund is a Public Fund, to any Persons in ADGM.
5. REGISTER OF PASSPORTED FUNDS
5.1 Register of Passported Funds
5.1.1 This Part applies if ADGM is the Home Jurisdiction or Host Jurisdiction of a Passported
Fund.
5.1.2 The Regulator must at all times establish and maintain a Register of Passported Funds.
5.1.3 The Register of Passported Funds must include the prescribed details of:
(a) each Passported Fund accepted for registration by the Regulator as Home Regulator, and (b) each Passported Fund notified to the Regulator as Host Regulator by another Authority.
5.1.4 The Register of Passported Funds must include at a minimum the following
information in relation to each Passported Fund appearing on it:
(a) the name and registered office of the Passported Fund; (b) the name and registered office of the Fund Manager of the Passported Fund; (c) the name(s) of the Agent(s) and Licensed Persons (if any) Promoting the Passported Fund; (d) in relation to a Passported Fund domiciled in ADGM, the fact that the Fund Manager is authorised by the Regulator and, in relation to a Passported Fund domiciled in another jurisdiction, the identity of the Authority that regulates the Fund Manager in that jurisdiction; (e) whether the Passported Fund is a Private Fund or a Public Fund; and (f) the date of registration of the Passported Fund on the Register of Passported Funds.
5.1.5 At the request of another Authority, the Regulator shall, as soon as practicable, make
its Register of Passported Funds available to that Authority.

6. MANAGEMENT AND OPERATION OF A PASSPORTED FUND
   6.1 Compliance with Constitution
   6.1.1 This Section applies if ADGM is the Home Jurisdiction of a Passported Fund.
   6.1.2 The Fund Manager of a Passported Fund must:
   (a) ensure that the Passported Fund is at all times managed and operated in compliance with its constitution, in accordance with applicable ADGM legislation, and with these Rules; and (b) maintain, or cause to be maintained, a Unitholder register for the Passported Fund.
   6.2 Ongoing Appointment of Fund Manager
   6.2.1 This Section applies if ADGM is the Home Jurisdiction or the Host Jurisdiction of a
   Passported Fund.
   6.2.2 A Passported Fund must at all times have appointed a Fund Manager that is authorised
   by its Home Regulator to conduct the activity of fund management in its Home Jurisdiction.
   6.3 Promotion by Fund Managers, Agents and Licensed Persons
   6.3.1 This Section applies if ADGM is the Host Jurisdiction of a Passported Fund.
   6.3.2 The Fund Manager, its Agent and any other Licensed Person, established or domiciled
   in the Home Jurisdiction, may Promote a Passported Fund in ADGM without the need for further authorisation or approval by the Regulator, provided that such Promotion activities are limited to the Passported Fund and ADGM is nominated as a Host Jurisdiction on the relevant Registers of Passported Funds maintained by the Regulator and the Authority of the Home Jurisdiction of the Passported Fund.
   6.3.3 In performing any activities in connection with the Promotion of a Passported Fund in
   ADGM, the Fund Manager, its Agent and any other Licensed Person must comply at all times with the legislation applicable to them in the Home Jurisdiction in which they are domiciled.
   6.4 Additional Criteria for Public Funds
   6.4.1 This Section applies if ADGM is the Home Jurisdiction or Host Jurisdiction of the
   Passported Fund.
   6.4.2 The Fund Manager of a Passported Fund that is a Public Fund must ensure that it
   meets the minimum requirements for Public Funds set out in Appendix 1.
   6.5 Custodian
   6.5.1 This Section applies if ADGM is the Home Jurisdiction or the Host Jurisdiction of the
   Passported Fund.

6.5.2 To the extent that, under the legislation of its Home Jurisdiction, a custodian is
required to be appointed for a Private Fund, the Fund Manager of a Passported Fund that is a Private Fund must ensure that the custodian:
(a) meets all requirements as to eligibility and regulatory status as are imposed under the relevant legislation in its Home Jurisdiction; and (b) is not the Fund Manager.
6.5.3 The Fund Manager of a Passported Fund that is a Public Fund must ensure that, except
in the case of a property fund, a custodian is appointed at all times in relation to the Fund. Such custodian must:
(a) be authorised by the Securities and Commodities Authority to carry on the activity of providing custody or safekeeping and administration of property of a Fund if the Passported Public Fund is to be Promoted in the UAE from ADGM; and (b) not be the Fund Manager.
6.5.4 Nothing in this section prevents a custodian appointing sub-custodians in the UAE or
elsewhere.
6.6 Reporting changes to the Regulator
6.6.1 This Section applies if the Regulator is the Home Regulator of a Passported Fund.
6.6.2 The Fund Manager of a Passported Fund must notify the Regulator as soon as
practicable of any material events, in accordance with in accordance with applicable ADGM legislation. In particular (but without limitation), a Fund Manager or the governing body or trustee of a Passported Fund must notify the Regulator as soon as practicable (and in any case no later than seven days after it becomes aware) of any of the following events:
(a) the Fund Manager intends to retire as manager of the Passported Fund; (b) it is proposed that a successor manager will be appointed in relation to the Passported Fund; (c) the Fund Manager has been removed or replaced as manager of the Passported Fund; (d) any material service provider to the Passported Fund (including, without limitation, any custodian) or an Agent or Licensed Person resigns, is appointed, is removed, or is replaced; (e) the Prospectusrelating to the Passported Fund has been amended or replaced; (f) winding-up of the Passported Fund has commenced; or

(g) the Fund Manager intends to vary or revoke its Financial Service Permission (or any conditions contained in that Financial Service Permission).
6.6.3 The notification referred to in Rule 6.6.2 must be in such prescribed form as the
Regulator may direct from time to time. At a minimum, the notification must be accompanied by reasonable detail of the event and (where the Prospectus has been amended or replaced) a copy of the new Prospectus.
6.6.4 Upon receiving such a notification as described in Rule 6.6.2, the Regulator shall
without undue delay notify the relevant Host Regulator of such changes.
6.6.5 To the extent that a Fund Manager is already required to make a notification to the
Regulator under the Fund Rulesin relation to any matter, the provisions of this section do not require a further notification to be made.
7. FEES
7.1 Notification Fees
7.1.1 This Section applies if the Regulator is the Home Regulator in relation to a Passported
Fund.
7.1.2 A Fund Manager or its duly appointed Agent or Licensed Person notifying the
Regulator of its intention that a Fund be a Passported Fund must pay a notification fee to the Regulator at such time of notification and fee annually thereafter as prescribed by the Fees Rules.
7.1.3 For the purposes of calculation of fees under Rule 7.1.2, where the Passported Fund
is an Umbrella Fund, including, without limitation, in the form of a segregated portfolio company or cell company, the prescribed fees must be paid for each Sub￾Fund, segregated portfolio or cell, as the case may be, instead of the Umbrella Fund, segregated portfolio company or cell company.
8. DE-REGISTRATION OF PASSPORTED FUNDS
8.1 De-registration by Home Regulator
8.1.1 This Section applies if the Regulator is the Home Regulator of the Passported Fund.
8.1.2 The Regulator may de-register a Passported Fund:
(a) on its own initiative if either the Passported Fund or the Fund Manager is not complying, or is likely not to comply, with any applicable legislation, including these Rules, or in accordance with Rules 0 or 0; (b) at the written request of the Fund Manager; (c) upon the commencement of the winding-up of the Passported Fund; or (d) in respect of a specific Host Jurisdiction at the request of the Host Regulator of such Host Jurisdiction.

8.1.3 The Regulator will promptly update its Register of Passported Funds to reflect any de￾registration.
8.1.4 Any removal of a Passported Fund from the Register of Passported Funds by the
Regulator will be promptly notified to the Fund Manager and each relevant Host Regulator.
8.1.5 The Fund Manager, its Agents and any other Licensed Person must immediately cease
all Promotion of the relevant Passported Fund in a Host Jurisdiction in accordance with these Rules upon the earlier of its removal from the Host Jurisdiction’s Register of Passported Funds or the Register of Passported Funds maintained by the Regulator.
8.2 Notification of de-registration by Home Regulator
8.2.1 This Section applies if the Regulator is the Host Regulator in relation to a Passported
Fund.
8.2.2 If a Home Regulator informs the Regulator that a Passported Fund has been de￾registered and removed from the Register of Passported Funds maintained by that
Home Regulator, the Regulator will promptly update the Register of Passported Funds maintained by it to reflect such de-registration.
8.2.3 All Promotion of the Passported Fund in ADGM pursuant to these Rules must
immediately cease upon its removal from the earlier of the relevant Home Jurisdiction’s Register of Passported Funds or the Register of Passported Funds maintained by the Regulator.
9. SUPERVISORY AND INVESTIGATORY POWERS
9.1 Requests for Assistance
9.1.1 This section applies if the Regulator is the Home Regulator in relation to a Passported
Fund.
9.1.2 The Regulator may request assistance from the Host Regulator to separately conduct
an investigation relating to the Passported Fund in the Host Jurisdiction. Upon completion of an investigation, the Regulator will notify the relevant Host Regulator and provide it with a report of its findings, including any penalties imposed on the Fund Manager or any other Person in relation to the Passported Fund.
9.2 Inspections
9.2.1 This section applies if the Regulator is the Home Regulator in relation to a Passported
Fund.
9.2.2 Where the Regulator receives a request from a Host Regulator to carry out an on-site
inspection in relation to a Passported Fund, the Regulator shall, subject to Rule 9.3.2, permit such inspection and accompany it during the on-site inspection.
9.2.3 Prior to the inspection, the Regulator shall receive the following from the Host
Regulator:

(a) information on the purpose of such a request and the names of officials from the Host Regulator that will be involved; and (b) copies of public and non-public documents and information in the Host Regulator's possession that may assist in any inquiry and that may be reasonably relevant.
9.3 Circumstances in which the Regulator may decline to act
9.3.1 This section applies if the Regulator is the Home Regulator in relation to a Passported
Fund.
9.3.2 The Regulator may refuse to act on a request by a Host Regulator for cooperation in
relation to an inspection in the following circumstances:
(a) the Regulator has already commenced, or concluded, enforcement action in respect of the same conduct and the same Persons; or (b) judicial proceedings have already been initiated, or concluded, in respect of the same conduct and the same Persons.
9.4 Exercise of the Regulator's powers in relation to Passported Funds
9.4.1 This Section applies if ADGM is the Home Jurisdiction or Host Jurisdiction in relation
to the Promotion of a Passported Fund.
9.4.2 The Regulator's powers may be exercised at the request of, or for the purpose of
assisting, another Authority in relation to a Passported Fund.
9.4.3 If a request to exercise the powers of the Regulator has been submitted to the
Regulator to exercise its powers under these Rules, the Regulator must, in deciding whether or not to exercise those powers in response to the request, consider whether it is necessary and permitted under applicable law to do so.
9.4.4 In deciding whether or not to exercise its powers, the Regulator may take into account
factors including, but not limited to, the following:
(a) whether the case concerns the breach of a law, or other requirements, in ADGM; (b) the seriousness of the case and its importance in the public interest to give the assistance sought; and (c) whether it would further one or more of the Regulator's statutory objectives.
9.4.5 Nothing in this section limits any other powers that the Regulator may exercise at the
request of, or for the purpose of assisting, another Authority.
9.5 Exercise of the Host Regulator’s powers in relation to Passported Funds
9.5.1 This Section applies if the Regulator is the Host Regulator in relation to a Passported
Fund.

9.5.2 If, despite the measures (if any) taken by a Home Regulator in relation to a Passported
Fund, a Fund Manager's activities (or the activities of its Agent or any other Licensed Person that is Promoting the Passported Fund) in ADGM continue to be materially prejudicial to either:
(a) the Unitholders of the Passported Fund who are situated in ADGM; or (b) the financial stability or the integrity of ADGM, the Regulator may request urgent discussions with the Home Regulator who has the supervision and enforcement responsibilities in respect of the Passported Fund.
9.5.3 If the urgent discussions referred to in Rule 9.5.2 fail to resolve the issues to the
satisfaction of the Regulator within a period that is reasonable in the circumstances, then the Regulator may take all appropriate measures needed in order to protect the interests of Unitholders domiciled in ADGM or the financial stability and integrity of the ADGM market.
9.5.4 Subject to Rule 9.5.2, the Regulator may take any action that is necessary and
appropriate to enable it to further its objectives, including, but not limited to:
(a) preventing the Fund Manager, its Agent or any other Licensed Person from further Promotion of the Passported Fund in ADGM, including de-registering the relevant Passported Fund from its Register of Passported Funds; and (b) imposing a penalty on the Fund Manager, its Agent or any other Licensed Person, of such amount as it considers appropriate under applicable ADGM legislation, following consultation with the Home Regulator.

APP 1 PASSPORTED PUBLIC FUND MINIMUM CRITERIA
1. The incorporation and other legal formalities relating to the formation of the Public
Fund are completed.
2. The Public Fund, if it is an investment trust, has a trustee which meets the
requirements set out for acting as a trustee of a Public Fund in the Home Jurisdiction.
3. The Fund Manager has appointed an auditor who complies with the relevant audit
Rules in the Home Jurisdiction.
4. The Prospectus is available in English.
5. The Prospectus contains, at a minimum, the information prescribed in the following
table.

1. Document Status A statement that this document is the
Prospectus of the Public Fund and is valid as at a particular date which shall be the date of the Prospectus.
2. Description of the Fund Information detailing:
(a) the name of the Public Fund and the fact that it is a Public Fund established in its Home Jurisdiction; (b) the effective date of commencement of the Public Fund's operations and, if the duration of the Public Fund is not unlimited, when it will or may terminate; (c) the legal structure of the Public Fund; (d) the basis upon which persons are eligible to participate in the Public Fund and, where applicable, the minimum initial investment; (e) that the Unitholders are not liable for the debts of the Public Fund, unless the applicable legislation in its Home Jurisdiction prescribes otherwise and, if so, a statement specifying the circumstances in which Unitholders may be so liable; (f) the base currency of the Public Fund and, where relevant, the maximum and minimum sizes of the Public Fund's capital; (g) the circumstances in which the Public Fund may be wound up; and (h) that no Units will be issued on the basis of the Prospectus after the expiry date specified in the Prospectus.

3. Investment Objectives and Policy Sufficient information to enable a
Unitholder or prospective Unitholder to ascertain:
(a) the investment objectives of the Public
Fund and its investment policy for achieving those investment objectives; (b) the Public Fund’s policy and any operating restrictions in relation to the use of debt; (c) a description of any restrictions in the assets in which investment may be made; and (d) the extent (if any) to which that investment policy does not envisage remaining fully invested at all times. If intended, whether the fund property may consist of Units in Funds which are managed by or operated by the Fund Manager or by one of its associates and a statement specifying:
(a) the basis of the maximum amount of the charges in respect of transactions in the Fund invested in; and (b) the extent to which any such charges will be reimbursed to the Public Fund.

4. The characteristics of Units in the
Public Fund
Information as to:
(a) the names of the classes of Units of the Public Fund in issue or available for issue and the rights attached to them in so far as they vary from the rights attached to other classes of Unitsin the Public Fund; (b) how Unitholders may exercise their voting rights and what they are; and (c) the circumstances where a mandatory redemption, cancellation or conversion of a Unit from one class to another may be required.

5. The Fund Manager The following particulars of the Fund
Manager:
(a) its name, the jurisdiction in which the
Fund Manager is incorporated and the date of such incorporation; (b) confirmation that the Fund Manager has been authorized to Manage a Collective Investment Fund by its Home Regulator; (c) its address; (d) the names and brief biographies of the directors and other officers of the Fund Manager; (e) if it is a subsidiary, the name of its ultimate holding company and the country or territory in which that holding company is incorporated; (f) the amount of its issued share capital and how much of it is paid up; and (g) a summary of the material provisions of the contract between the Public Fund and its Fund Manager which may be relevant to Unitholders, including provisions relating to termination, compensation on termination and indemnity.
6. Directors and other Officers If the Public Fund has directors or other
officers, the names and brief biographies of the directors and other officers of the Public Fund.

7. Service Providers and Advisers If a Fund Manager delegates any activities or
outsources any functions to a Service
Provider, or if an investment adviser is retained in connection with the business of the Public Fund:
(a) its name;
(b) the identity of the regulator responsible for supervising the Service Provider; and (c) details of the arrangements.
8. The Auditor, Custodian and Trustee The name of the auditor, the name of the
custodian and (if applicable) the name of the Trustee.
9. The Register of Unitholders Details of the address where the register of
Unitholders is kept in the relevant
Jurisdiction and can be inspected by
Unitholders of the Public Fund.

10. Payments out of the Fund Property The payments that may be made out of the
Fund Property to any person, whether by way of remuneration for services, or reimbursement of expenses. For each category of remuneration or expense, the following should be specified in a manner which is clear, concise and understandable for Retail Clients where the Public Fund is to be offered:
(a) the current rates or amounts of such remuneration; (b) how the remuneration will be calculated and accrue and when it will be paid; (c) how notice will be given to Unitholders of the Fund Manager's intention to:
(i) introduce a new category of remuneration for its services; (ii) increase the basis of any current charge; (iii) change the basis of the treatment of a payment from the capital property; and (iv) particulars of that introduction or increase and when it will take place; (d) the types of any other charges and expenses that may be taken out of the Fund Property; and (e) if all or part of the remuneration or expenses are to be treated as a capital charge:
(i) that fact; and
(ii) the basis of the charges which may be so treated.

11. Dealing Details of:
(a) the dealing days and times in the dealing day on which the Fund Manager will receive requests for the sale and redemption of Units; (b) the procedures for effecting:
(i) the issue, sale and redemption
(including in specie) of Units; and
(ii) the settlement of transactions;
(c) the steps required to be taken by a
Unitholder in redeeming Units before he can receive the proceeds, including any relevant notice periods, and the circumstances and periods in which a deferral of payment may be applied; (d) the circumstances in which the redemption of Units may be suspended; (e) details of the minimum number or value of each type of Unit in the Public Fund which:
(i) any one person may hold; and
(ii) may be the subject of any one transaction of issue, sale or redemption by the Fund Manager; (f) the circumstances in which the further issue of Units in any particular class may be limited and the procedures relating to this.

12. Valuation of the Fund Property Details as to:
(a) how frequently and at what times of the day the Fund Property will be regularly valued to determine the price at which Units in the Public Fund may be purchased from or redeemed by the Fund Manager and a description of any circumstance where the Fund Property may be specially valued; (b) in relation to each purpose for which the Fund Property must be valued, the basis on which it will be valued; (c) how the single price of Units of each class will be determined, including whether a forward or historic price basis is to be applied; (d) details as to how the prices of Units will be published following each valuation; and (e) if valuation is to be suspended under certain circumstances, details of such circumstances.
13. Sale and Redemption Charges If the Fund Manager imposes any charges on
sale or redemption of Units, details of the charging structure and how notice will be provided to Unitholders of any change in the relevant charge.
14. Financial Reports Details as to:
(a) when annual and interim reports will be published; and (b) the address in the relevant Jurisdiction at which copies of the Fund Constitution, any amending instrument and the most recent annual and interim reports may be inspected and from which copies may be obtained.

15. Information in respect of Umbrella
Funds
In the case of an Umbrella Fund, the following information:
(a) that a Unitholder may exchange Units in one Sub-Fund for Units in another Sub-Fund and that such an exchange is treated as a redemption and sale; (b) what charges may be made on exchanging Units in one Sub-Fund for Units in other Sub-Funds; (c) the policy for allocating between Sub￾Funds any assets of, or costs, charges and expenses payable out of, the Fund Property which are not attributable to any particular Sub-Fund; (d) in respect of each Sub-Fund, the currency in which the Fund Property allocated to it will be valued and the price of Units calculated and payments made, if this currency is not the base currency of the Umbrella Fund; and (e) in the case of an Umbrella Fund that is not formed as a protected cell company, in the event of such an Umbrella Fund being unable to meet liabilities attributable to any particular Sub-Fund out of the assets attributable to that Sub-Fund, the remaining liabilities may have to be met out of the assets attributable to other Sub-Funds (i.e., that the Sub-Funds are not "ring fenced").
16. Key Investor Information Document
(KIID)
A summary of the key features of the fund in Arabic and English

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Annex B
FINANCIAL SERVICES AND MARKETS
(AMENDMENT NO x) REGULATIONS 2018
*In this Annex, underlining indicates new text and strikethrough indicates deleted text, unless otherwise indicated.

Annex B
FINANCIAL SERVICES AND MARKETS (AMENDMENT NO X) REGULATIONS 2018 Regulations to amend the Financial Services and Markets Regulations 2015. Date of Enactment: [] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations–
1. Amendments to the Financial Services and Markets Regulations 2015
Part 16 Public Record and Disclosure of Information
The public record
196. The record of Authorised Persons etc.
(1) The Regulator must publish and maintain a record of every— (a) Security admitted to the Official List; (b) Authorised Person; (c) Public Fund; (d) Approved Prospectus; (e) Recognised Investment Exchange or Recognised Clearing House; (f) Remote Investment Exchange or Remote Clearing House; (g) individual to whom a Prohibition Order relates; (h) Trade Repository; (i) Remote Member; (j) Approved Person; and (k) Passported Fund; and (kl) any person falling within such other class (if any) as the Regulator may determine. (2) The record must include such information as the Regulator considers appropriate. (3) The Regulator shall make a reasonably current version of the records available for viewing by the public during the normal business hours of the Regulator. ….

Annex B
Part 22 General
….
258. Definitions
(1) In these Regulations, unless the context otherwise requires – Passported Fund means a Fund established and domiciled in the U.A.E. (including the Dubai International Financial Centre but excluding the ADGM) which the FSRA has designated by Rules to be eligible to be promoted to persons within the ADGM. ….
Chapter 18
Exclusions Applying to Several Specified Kinds of Activity …..
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. ….. (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. ….

Annex B
2. Short title, extent and commencement
(1) These Regulations may be cited as the Financial Services and Markets (Amendment No x) Regulations 2018. (2) These Regulations shall apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

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Appendix 1
Conduct of Business Rulebook (COBS)
*In this Appendix, underlining indicates new text and strikethrough indicates deleted text, unless otherwise indicated.

Appendix 1
2.4 Professional Clients
….
2.4.4 "Assessed" Professional Clients
Individuals
(a) An individual may be treated as an "assessed" Professional Client (instead of a Retail Client) if:
(i) the individual has net assets of at least US$500,000, or US$1,000,000 in the case of the Promotion of a Passported Fund (including any assets held directly or indirectly by that person), the calculation of which must exclude:
(A) property which is that person's primary residence or any loan secured on that residence; (B) any rights of that person under a qualifying Contract of Insurance within the meaning of FSMR; or (C) any benefits (in the form of pensions or otherwise) which are payable on the termination of that person's service or on death or retirement and to which that person or that person's dependents are, or may be, entitled; (ii) either:
(A) the individual is, or has been, in the previous twelve months, or two year in the case of the Promotion of a Passported Fund, an Employee in a professional position of an Authorised Person, a Recognised Body or Remote Body; or (B) the individual appears, on reasonable grounds, to have sufficient experience and understanding of relevant financial markets, products or transactions and any associated risks, following the analysis set out in Rule 2.6.2; and (iii) the individual has not opt to be classified as a Retail Client. …..

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Appendix 2
Fees Rules (FEES)
*In this Appendix, underlining indicates new text and strikethrough indicates deleted text, unless otherwise indicated.

Appendix 2
3. SPECIFIC AUTHORISATION AND SUPERVISION FEES
….
3.10 Application to register a Fund
3.10.1 The Fund Manager or the Person proposing to be the Fund Manager of a Domestic Fund
which is a Public Fund, who is applying to register the Fund, must pay to the Regulator an application fee of $3,000. ….
3.10.5 A Fund Manager of a Domestic Passported Fund is not required to pay the Regulator the
application fee required in accordance to Rule 3.10.1.
…..
4. OTHER FEES
….
4.3 Registering a Domestic Fund pursuant to the Fund Passporting Rules (2018)
4.3.1 A Fund Manager registering a Domestic Passported Fund with the Regulator, must pay to the
Regulator a notification fee of $9,500 in respect of each Domestic Passported Fund, in accordance with Fund Passporting Rule 7.1.1.
4.3.2 A Fund Manager of a Domestic Passported Fund must pay to the Regulator an annual
passporting fee of $2,000 in respect of each Domestic Passported Fund, in accordance with Fund passporting Rule 7.1.2.

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Appendix 3
Glossary (GLO)
*In this Appendix, underlining indicates new text and strikethrough indicates deleted text, unless otherwise indicated.

Appendix 3
Defined Terms Definitions
Agent Means any Person who has been appointed by the Fund Manager of a Passported Fund to Promote the Units of that Passported Fund. Authority Means the Securities and Commodities Authority, the Financial Services Regulatory Authority or the Dubai Financial Services Authority. Home Jurisdiction Means, in relation to a Fund, the Jurisdiction in which the Fund is established or domiciled. Home Regulator Means:
(a) in relation to a Passported Fund, the Authority that is responsible for regulating the Passported Fund in the Home Jurisdiction where the Fund is established or domiciled; and (b) in relation to the Fund Manager of a Passported Fund, the Authority that is responsible for regulating the Fund Manager in the Home Jurisdiction where the Passported Fund is established or domiciled. Host Jurisdiction Means, in relation to a Passported Fund, a Jurisdiction into which the Passported Fund may be Promoted under the Fund Passporting Rules. Host Regulator Means in relation to a Passported Fund, the Authority in the Host Jurisdiction into which a Passported Fund may be Promoted in accordance with the Fund Passporting Rules. Jurisdiction Means the UAE, the Dubai International Financial Centre and the ADGM. Licensed Promoter Means a Person who is licensed or otherwise authorised by one of the Authorities to Promote Funds. Passported Fund Means a Fund that is registered on its Home Jurisdiction’s Register of Passported Funds. Private Fund Means a Passported Fund where:
(a) the initial subscription paid by a Person to become a Unitholder of the Fund is not less than $50,000; and (b) participation in the Passported Fund is restricted to Unitholders who are Professional Clients. Promote, Promoted, Promotion, Promoting Means the marketing and sale of units of a Passported Fund to investors domiciled in a Jurisdiction by means of any form of communication including a direct or indirect public offering or private placement performed by:
(a) the Fund Manager;

Appendix 3
Defined Terms Definitions
(b) an Agent; or
(c) any other Licensed Person.
In this definition “sale” includes any arranging, dealing and advising activities in relation to the Units of the Passported Fund. Register of Passported Funds Means:
(a) in relation to ADGM, the register of Passported Funds maintained by the Regulator; and (b) in relation to a Host Jurisdiction, the register of Passported Funds maintained by the applicable Host Regulator in that Jurisdiction.