Consultation Paper No. 4 of 2023 - Proposals for Revisions to Fees and Recognised Functions

CONSULTATION PAPER
NO. 4 OF 2023
Proposals for Revisions to
Fees and Recognised Functions
6 October 2023

Consultation Paper No. 4 of 2023
Table of Contents
Introduction.................................................................................................................................3
Why we are issuing this paper.............................................................................................3
Who should read this paper ................................................................................................3
How to provide comments ..................................................................................................3
What happens next............................................................................................................3
Comments to be addressed to:............................................................................................3
Background ................................................................................................................................4
Revision of existing fees and introduction of new fees................................................................4
Merger of the Approved Persons and the Recognised Persons categories.................................7
Conclusion..................................................................................................................................8
Appendices.................................................................................................................................9

Consultation Paper No. 4 of 2023
Why we are 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 its proposed amendments, primarily to the Fees Rules (“FEES”) and the General Rulebook (“GEN”), also including other Rulebooks and the Financial Services and Markets Regulations (“FSMR”). Capitalised terms contained in this consultation paper have the meanings attributed to them in FSMR or the Glossary Rulebook (“GLO”), as appropriate, unless otherwise defined in this paper. Who should read this paper
2. This Consultation Paper should be of interest to all Authorised Persons and Recognised
   Bodies (“Authorised Firms”), applicants to become so, and their advisors. How to provide comments
3. All comments should be made in writing and sent to the mailing address or email address
   specified below. If sending your comments by email, please state the Consultation Paper number in the subject line and, 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 any comments. Comments supported by reasoning and evidence will be given more weight by the FSRA. What happens next
4. The deadline for providing comments on these proposals is 6 November 2023. When we
   receive your comments, we will consider whether any modifications are required to the amendments proposed in this consultation paper. The Board of ADGM and the FSRA will then proceed to enact the proposed amendments. You should not act on these proposals until the relevant amendments to FEES or other Rulebooks are implemented. We will issue a notice on our website upon implementation. Comments to be addressed to:
   Consultation Paper No. 4 of 2023
   Financial Services Regulatory Authority
   Abu Dhabi Global Market
   ADGM Square
   Al Maryah Island
   PO Box 111999
   Abu Dhabi, UAE
   Email: consultation@adgm.com
   Introduction

Consultation Paper No. 4 of 2023

1. The FSRA, the regulator of financial services in ADGM, has promoted economic and financial
   sector growth through innovative and responsive regulatory and supervisory frameworks, and continues to do so, thereby contributing to the success of ADGM. The FSRA’s approach to regulation and supervision, combined with robust enforcement activities, maintain ADGM's integrity as a world-class international financial centre (“IFC”) for the benefit of those operating in and from ADGM.
2. With a few exceptions, FSRA fees have remained at the levels set in 2015 when ADGM was
   established. This has seen them decrease in real terms over the intervening period. Further, benchmarking against other IFCs shows that the FSRA's current fees are significantly below those of its peers. Whilst the FSRA receives support from the government to fund its operations, and that support remains strong, it is important that the FSRA also recovers a reasonable proportion of its costs directly from Authorised Firms and applicants, reflecting the regulatory work that it does in relation to them and bringing it into line with funding models utilised in many other IFCs worldwide.
3. The FSRA is of the view that it is now an appropriate opportunity to revise its fees in order to
   more appropriately reflect the work and costs involved in meeting its statutory objectives. Those objectives include, amongst other things:

• promoting and enhancing the integrity of the financial system in ADGM;
• promoting the safety and soundness of Authorised Firms; and
• securing an appropriate degree of protection for users and prospective users of ADGM.
  Meeting these and the other objectives requires an appropriate number of dedicated, skilled and experienced FSRA staff to serve the rapidly expanding regulated community and its stakeholders.

4. The FSRA is also proposing to take this opportunity to consolidate the categories of Approved
   Persons (“APs”) and Recognised Persons (“RPs”) into the former. This distinction was introduced when ADGM was established and has involved the FSRA undertaking substantively the same background checks of RPs as are undertaken for APs. The proposed consolidation is aligned with best practices whereby appointments to critical roles within an Authorised Firm are subject to the regulator’s approval.
5. The FSRA is therefore proposing to both:
   (i) revise existing fees in the areas of authorisation and supervision; and (ii) introduce new fees for certain activities set out in Schedule A.
6. Some fees will remain unchanged from current levels at this moment in time, due to their
   introduction or increase being made more recently. It should be noted that the following activities are explicitly outside the scope of this review:
   (i) Virtual asset activities, where the FSRA will separately consider appropriate fees for virtual asset activities as part of developments in this area. Background Revision of existing fees and introduction of new fees

Consultation Paper No. 4 of 2023
(ii) Market infrastructure activities, including those for Recognised Investment Exchanges, Recognised Clearing Houses, Remote Bodies and Remote Members. (iii) Providing Money Services. The omission of these activities from this review does not preclude them from being subject to review in the future and, potentially, an increase in associated fees, where appropriate. Revision of existing fees
7. The FSRA is proposing to increase fees for most Regulated Activities, covering both
application fees and annual supervision fees, alongside that for the late payment of fees. The increased fees would more appropriately reflect the underlying cost of authorising applicants and supervising Authorised Firms, including where an applicant or Authorised Firm seeks to or is undertaking multiple Regulated Activities. In general, the FSRA is proposing to double certain fees from their current low base, although other fees will be increased above, and others below, that level.
8. Similarly, it is proposed that the fee for adding Regulated Activities to a Financial Services
Permission be revised. In most cases, the FSRA has charged USD $5,000 for permissions received in addition to an Authorised Firm’s primary permission. Under the proposals in this paper, in most cases the fee will increase to USD $10,000.
9. The FSRA has determined the levels of the proposed fees by taking into consideration both its
cost of resourcing and by benchmarking peer jurisdictions. Following this exercise, the FSRA is of the view that its proposals for revised fees are appropriate and proportionate, both in absolute and relative terms to its peers. New fees
10. The FSRA proposes to introduce fees for applications regarding the following matters (see
Schedule A):
(i) To remove specific restrictions imposed by the FSRA at the time of authorisation. (ii) To add the following permissions to an existing Financial Services Permission:

• Dealing with Retail Clients.
• Operating an Islamic Window.
  (iii) The opening of a non-ADGM based branch.
  (iv) Filing a replacement Prospectus with the Regulator in relation to a Public Fund. (v) Approval of an Offer document originating from outside ADGM. (vi) Change in control. (vii) A request for a waiver or modification.

11. In general, these activities may require significant additional FSRA resources (termed
    “resource” hereafter) to process. The proposed new fees will assist in the recovery of an appropriate portion of the additional resource required to process these applications. Given these applications are not regular events and typically are outside the scope of day to day supervisory activities, they are likely to demand additional resource to complete. Accordingly, it would not be appropriate to incorporate them more generally in the annual supervision fee, therefore, the FSRA is proposing to assign fees to these activities on a standalone basis.

Consultation Paper No. 4 of 2023
12. Furthermore, for (vi) and (vii) it has been observed that the amount of FSRA resource required
to process such applications is directly related to the degree of complexity inherent in the application submitted. Consequently, where the required resource is significant, the FSRA may require a supplementary fee at its discretion, above and beyond the flat fee proposed, in accordance with the existing rules.
13. Alongside the introduction of fees for the applications outlined above, the FSRA is also
proposing to introduce fees for obtaining one of the designations available under its sustainable finance regulatory framework, as regulatory resources will be required to administer it. The possibility of having a fee for a designation under the FSRA’s sustainable finance regulatory framework was previously raised in CP No. 6 of 20221 and stated again in the Feedback Statement 2 that accompanied the finalised regulatory framework. Granting designations, including confirming eligibility, is pivotal to advancing ADGM’s sustainability agenda as a contributor to the efforts of the UAE in this area. The FSRA believes that the proposed designation fee of USD $2,000 would not be a material disincentive to establishing an eligible product or service in ADGM and would demonstrate a commitment to meeting the qualifying requirements for such a designation. Expansion into Al Reem Island
14. ADGM has recently expanded into Al Reem Island to accommodate its growing ecosystem of
Authorised Firms. This will provide access to a greater variety and quantity of high-quality, but lower cost, office space for Authorised Firms already based in ADGM, as well as applicants that are seeking to move here. The increasing population of Authorised Firms will necessitate increases in resource, primarily in terms of staff numbers, which the proposals here are intended to contribute towards. Timeframe and future reviews
15. Subject to feedback to this CP, the FSRA is seeking to implement the amendments proposed
in this paper in time for the annual invoicing of Authorised Firms for the year 2024. Fees charged for 2023 would not be affected. It is anticipated that, upon implementation, the fees introduced or subject to revision in this paper would remain unchanged for the foreseeable future. However, the FSRA may if appropriate potentially need to revise such fees and others as circumstances warrant. This will typically be duly consulted upon as is the case here. Reorganisation of FEES Rulebook
16. The proposals in this consultation paper are accompanied by a comprehensive reorganisation
of the FEES Rulebook, see Annex B for a mapping of Rules from the current Rulebook to the proposed one. Whilst the content, barring the revised fees, remains largely the same, the FSRA believes that this reorganisation is timely and merited, as we believe it will improve the Rulebook’s clarity for Authorised Firms, applicants and their representatives. 1 https://www.adgm.com/documents/legal-framework/public-consultations/2022/consultation-paper-no-6/sustainable-finance-consultation￾paper-no-6-of-2022.pdf 2 https://www.adgm.com/documents/legal-framework/public-consultations/2022/consultation-paper-no-6/feedback-statement-for-sustainable￾finance-regulatory-framework.pdf

Consultation Paper No. 4 of 2023
ISSUES FOR CONSIDERATION
Question 1
What are your views on the proposals to increase existing fees?
Question 2
What are your views on the proposals to introduce the new fees?
Question 3
What are your views on the FSRA’s proposal to increase the cost of an additional regulatory permission from USD $5,000 to USD $10,000? Should a different model operate concerning additional permissions? Should additional guidance on this topic be drafted?
17. The FSRA also proposes to consolidate the categories of APs and RPs into the single category
of APs through amendments to GEN, with other consequential changes to FSMR, other Rulebooks, guidance documents and forms. While the appointment of APs requires regulatory approval from the FSRA currently, the appointment of RPs only requires approval by the relevant Authorised Firm for whom the RP performs a Recognised Function, with the additional requirement to notify the FSRA within 10 days of that approval. It is the FSRA’s view that the proposed consolidation is aligned with best practices where appointments to critical roles within a regulated entity are subject to the regulator’s approval.
18. There is currently a fee of USD $ 500 for each AP application for which regulatory approval is
sought. Since the appointment of an RP only involves notification to the FSRA, no similar fee is currently imposed when an RP is appointed by an Authorised Firm. Once these categories are consolidated, there would be a fee for each future application for appointment of an AP that is imposed in lieu of persons who would previously have been appointed by Authorised Firms as RPs (“Historical RPs”). The fee collected for applications for future AP appointments for roles that were Historical RPs will also better reflect the resources that are currently spent in reviewing the notifications for appointment of RPs and in supervising such critical roles within FSRA Authorised Firms.
19. In consolidating these categories, no action would be required by Authorised Firms and no
fees would be charged to effect this change. RPs would immediately be deemed to be APs upon the amendments proposed in this consultation paper coming into effect.
20. Finally, we encourage Authorised Firms to inform their current RPs of this proposal at this
stage, particularly since an RP’s name, role, their status, and effective start date in that role will be included in the FSRA Public Register on our website from the date of the change taking effect. The effective start date on the FSRA Public Register for those current RPs who will be deemed to be APs will be the date when they were first appointed as RPs by the relevant Authorised Firms. Merger of the Approved Persons and the Recognised Persons categories

Consultation Paper No. 4 of 2023
ISSUES FOR CONSIDERATION
Question 4
Do you have any views regarding the proposed consolidation of the Approved Persons and Recognised Persons categories?
21. As ADGM matures as a jurisdiction it is appropriate that the FSRA reviews and revises its fees
periodically to better reflect the cost of funding a world-class financial services regulator. The FSRA will continue to invest in resourcing effective and innovative regulatory and supervisory frameworks and its efficient and responsive regulatory teams. This will ensure that Authorised Firms and applicants are afforded the best possible environment that the FSRA can provide in which to grow their businesses whilst maintaining robust and progressive internationally based principles and standards. Conclusion

Consultation Paper No. 4 of 2023
Appendix related to changes to FSRA fees

• Appendix 1: Proposed amendments to Fees Rules (FEES)
  Appendices related to merging the Approved Persons and Recognised Persons regimes Proposed amendments to the following Regulations and Rulebooks:
• Annex A: Financial Services and Markets Regulations 2015 (FSMR)
• Appendix 2: Anti-Money Laundering and Sanctions Rules and Guidance (AML)
• Appendix 3: General Rulebook (GEN)
• Appendix 4: Glossary (GLO)
• Appendix 5: Islamic Finance Rules (IFR)
• Appendix 6: Market Infrastructure Rulebook (MIR)
  Appendices

Consultation Paper No. 4 of 2023
Schedule A: Newly proposed fees
Proposed
Rule(s) (FEES)
Activity Proposed fee (USD $)
2.1(a) and (b) Additional permissions:

• Operating an Islamic Window
• Dealing with Retail Clients
  5,000
  2.1(c) An application to remove specific restrictions applied by the FSRA during authorisation. 5,000
  2.2 A waiver and/or modification
  request.
  5,000 for a complex or novel application.
  6.1.1 A change in control application 1,000 unless (a) the application is
  novel or complex, in which case a supplementary fee will be applied at the Regulator’s discretion, or (b) the Regulator determines to waive the fee.
  7.1.1 and 7.1.2 An application for the opening of a
  non-ADGM based branch
  50% of the fee for the Authorised
  Person’s application or supervision fee
  8.3.2 Filing a Replacement Prospectus
  with the Regulator in relation to a
  Public Fund.
  3,000
  9.3.1 Approval of an Offer document
  originating from outside ADGM
  5,000
  10.1. and 10.2 Obtaining and retaining a
  designation under ADGM’s sustainable finance regulatory framework, including for an:
  (i) ADGM Green Fund
  (ii) ADGM Climate Transition Fund
  (iii) ADGM Green Portfolio
  (iv) ADGM Climate Transition
  Portfolio
  (v) ADGM Green Bond
  (vi) ADGM Sustainability-Linked
  Bond
  2,000

Consultation Paper No. 4 of 2023
Schedule B: FEES Rulebook – mapping of current to proposed Rules
Current Proposed
1.1.1 1.1.1
1.1.2 Deleted
1.2.1 1.2.1
1.2.2 1.2.2
1.2.3 1.2.6
1.2.4 Deleted
1.2.5 1.2.8
1.2.6 1.2.4
1.2.7 1.2.5
2.1.1(a) 3.3.1, 3.5.1
2.1.1(b) 3.2.1
2.1.2(a) 3.3.2, 3.5.2
2.1.2(b) 3.2.2
2.1.2(c) 1.2.2(a)
2.2.2(b) 3.2.1
2.2.3 1.2.2(a)
3.1.1 3.1.1
3.1.2 1.2.2 (Guidance)
3.2.1 3.11.1
3.2.2 3.2.1
3.2.2A 3.11.5
3.2.3 3.11.1, 3.2.1
3.2.3A 3.11.6
3.2.4 3.11.3(a)
3.2.5 3.11.5
3.2.6 3.2.1
3.2.7 3.11.6
3.2.8 3.11.3(b)
3.2.9 3.11.5
3.2.10 3.2.1
3.2.11 3.11.6
3.3.1 3.13.1
3.3.2 3.13.2
3.4 3.3
3.5.1 Deleted
3.5.2(a) 3.4.1
3.5.2(b) 3.2.1
3.5.3(a) 3.4.2
3.5.3(b) 3.2.1
3.6.1 3.10.1
3.6.2 3.2.1
3.6.3 3.10.2
3.7.1(a) 4.1.1
3.7.1(b) 4.1.2
3.7.2(a) 4.1.3
3.7.2(b) 4.1.4
3.7.3(a) 4.2.1
3.7.3(b) 4.2.2
3.7.4(a) 4.3.1

Consultation Paper No. 4 of 2023
Current Proposed
3.7.4(b) 4.3.2
3.8.1 3.2.1
3.8.2 3.2.3
3.9.1 9.2.1
3.9.2 Deleted
3.10.1 Deleted
3.10.2 8.1.5
3.10.3 8.1.1
3.10.4 8.1.2
3.10.5 8.1.3
3.10.6 8.1.4
3.10.7 8.2.1
3.10.8 8.2.2
3.11.1 8.4.1
3.11A.1 8.5.1
3.11B.1 3.10.1(e), 3.2.3
3.11B.2 3.10.2(e), 3.2.3
3.12.1 5.1.1
3.13.1 3.14.1
3.13.2 1.2.8
3.14.1 3.15.1
3.14.2 3.15.2
3.14.3 3.16.1
3.15.1(a) 3.9.1
3.15.1(b) 3.9.2
3.15.2(a) 3.9.3
3.15.2(b) 3.9.4
3.16.1 3.17.1
3.16.2 3.17.2
3.17.1 3.18.1
3.17.2 3.18.2
4.1.1 9.1.1
4.2.1 8.3.1
4.2.2 8.3.2
4.3.1 8.6.1
4.3.2 8.6.2
4.4.1 1.2.7

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Annex A - Proposed amendments to Financial Services and Markets Regulations

Annex A
FINANCIAL SERVICES AND MARKETS (AMENDMENT No. X) REGULATIONS 2023

Annex A
FINANCIAL SERVICES AND MARKETS (AMENDMENT NO X) REGULATIONS 2023 Regulations to amend the Financial Services and Markets Regulations 2015. Date of Enactment: [•] 2023 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
   …
2. Transfer Schemes
   (1) No Transfer Scheme is to have effect unless an order has been made in relation to it under section 86. Nothing in this section prevents any person from exercising any other right or power he may have to transfer or receive the transfer of any asset or assume any liability. (2) For the purposes of these Regulations, a Transfer Scheme means a scheme which results in the transfer of— (a) the whole or part of a business carried on by an Authorised Person or Recognised Body which is incorporated in, or formed under the law of the Abu Dhabi Global Market, ("the “person concerned") to another body ("the “transferee"); (b) the whole or part of a business carried on in the Abu Dhabi Global Market by an Authorised Person or Remote Body not incorporated in, or formed under the law of the Abu Dhabi Global Market ("the “person concerned") to another body ("the “transferee"); or (c) the Fund Property of a Fund or of a Sub Fund of an Umbrella Fund ("the “Fund concerned") to another Fund ("the “transferee"). …
3. Market Contracts
   (1) In relation to a Recognised Investment Exchange or a Remote Investment Exchange, this Part applies to— … (7) In subsection (6)(b) the reference to an application for an administration order is to be taken to include a reference to— (a) in a case where an Administrator is appointed in accordance with Chapter 2 of
   Part 1 of the Insolvency Regulations 2015 following filing with the Court of a
   copy of a notice of intention to appoint under section 24 of those Regulations, the filing of the copy of the notice; and …

Annex A
152. Qualifying Collateral Arrangements and Qualifying Property Transfers
(1) In relation to transactions which are cleared through a Recognised Clearing House or Remote Clearing House, this Part applies to — … (2) For the purposes of subsection (1), Property— (a) has the meaning given to that term in section 215(2) of the Insolvency Regulations 2015; and …
154. Modifications of the Insolvency Regulations 2015
(1) The insolvency provisions outlined in the Insolvency Regulations 2015 have effect in relation to— … (4) In subsection (3)(b) the reference to an application for an administration order shall be taken to include a reference to— (a) in a case where an Administrator is appointed in accordance with Chapter 2 of
Part 1 of the Insolvency Regulations 2015 following filing with the Court of a
copy of a notice of intention to appoint under section 24 of those Regulations, the filing of the copy of the notice; and …
155. Proceedings of Recognised Body or Remote Body take precedence over
insolvency procedures
(1) None of the following shall be regarded as to any extent invalid at law on the ground of inconsistency with the Insolvency Regulations 2015 relating to the distribution of the assets of a person on Winding Up, or in the Administration of a Company or other body or in the Administration of an insolvent estate— … (2) The powers of a Relevant Office Holder in his capacity as such, and the powers of the Court under the Insolvency Regulations 2015 shall not be exercised in such a way as to prevent or interfere with— … (5) However, prior to the completion of Default Proceedings— (a) where it appears to the chairman of the meeting of creditors that a sum will be certified under section 158(1) to be payable, subsection (4) shall not prevent any proof or claim including or consisting of an estimate of that sum which has been lodged from being admitted for the purpose only of determining the entitlement of a creditor to vote at a meeting of creditors; and (b) a creditor whose claim or proof has been lodged and admitted for the purpose of determining the entitlement of a creditor to vote at a meeting of creditors and which has not been subsequently wholly withdrawn, disallowed or rejected, is eligible as a creditor to be a member of a Liquidation Committee or, or in the

Annex A
Administration of a Company or other body a Creditors' Committee (both as defined in the Insolvency Regulations 2015). …
156. Duty to give assistance for purposes of Default Proceedings
(1) It is the duty of—
(a) any person who has or had control of any assets of a Defaulter; and (b) any person who has or had control of any Documents of or relating to a Defaulter; to give a Recognised Body or Remote Body such assistance as it may reasonably require for the purposes of its Default Proceedings. This applies notwithstanding any duty of that person under the Insolvency Regulations 2015. (2) A person shall not under this section be required to provide any information or produce any Document which is deemed to be a Privileged Communication (as defined in the Insolvency Regulations 2015). …
157. Supplementary provisions as to Default Proceedings
(1) If the Court is satisfied on an application by a Relevant Office Holder that a party to a Market Contract with a Defaulter intends to dissipate or apply his assets so as to prevent the Relevant Office-Holder recovering such sums as may become due upon the completion of the Default Proceedings, the Court may grant such interlocutory relief as it thinks fit. … (4) Nothing in sections 42, 43, 44, 45 (including as applied by section 46), 193, or Article 20 of Chapter 3 of Schedule 10 of the Insolvency Regulations 2015 (all of which restrict the taking of certain legal proceedings and other steps), shall affect any action taken by a Recognised Body or Remote Body for the purpose of its Default Proceedings. …
159. Net sum payable on completion of Default Proceedings
(1) The following provisions apply with respect to a net sum certified by a Recognised Body or Remote Body under its Default Rules to be payable by or to a Defaulter. … (3) If, in the Abu Dhabi Global Market, a petition for Winding-Up has been made, an administration order has been granted, or a resolution for voluntary Winding Up has been passed, the debt— (a) is provable in the Winding Up or Administration or, as the case may be, is payable to the Relevant Office Holder; and

Annex A
(b) shall be taken into account, where appropriate, paragraph 24 of Schedule 5 of the Insolvency Regulations 2015 (Administration: mutual dealings and set-off) or the corresponding provision applicable in the case of Winding Up or Administration; in the same way as a debt due before the commencement of the bankruptcy, the date on which the Body Corporate goes into liquidation (within the meaning of section 299(2) of the Insolvency Regulations 2015), or enters Administration or, in the case of a Limited Liability Partnership (as defined in the Insolvency Regulations 2015), the date of the Winding-Up order or the date on which the Limited Liability Partnership enters Administration. (4) In subsection (3), a reference to the making of an administration order shall be taken to include a reference to the appointment of an Administrator under— (a) section 21 of the Insolvency Regulations 2015 (Power to appoint); or (b) section 29 of the Insolvency Regulations 2015 (Power to appoint). (5) However, where (or to the extent that) a sum is taken into account by virtue of subsection (3)(b) which arises from a contract entered into at a time when the creditor had notice— (a) that a meeting of creditors had been summoned under section 171 of the Insolvency Regulations 2015 or that a Winding-Up petition was pending; or …
160. Disclaimer of property, rescission of contracts, etc.
(1) Section 218 of the Insolvency Regulations 2015 (Power to disclaim onerous property) does not apply in relation to— … (2) Section 209 (Consequences of a Winding Up order) of the Insolvency Regulations 2015 does not apply to— …
161. Adjustment of prior transactions
(1) No order shall be made in relation to a transaction to which this section applies under— (a) section 257 of the Insolvency Regulations 2015 (Transactions at an undervalue); or (b) section 258 of the Insolvency Regulations 2015 (Preferences). …
162. Powers to give Directions
(1) The powers conferred by this section are exercisable in relation to a Recognised Body or Remote Body. …

Annex A
(5) The Relevant Office Holder to whom a Direction is given under subsection (4)— (a) must comply with the Direction notwithstanding any duty on the Relevant Office Holder under the Insolvency Regulations 2015; but (b) is not required to comply with the Direction given if the value of the Clearing Member's estate is unlikely to be sufficient to meet the Relevant Office-Holder's reasonable expenses of complying. …
163. Application to determine whether Default Proceedings to be taken
(1) This section applies where a Relevant Insolvency Event has occurred in the case of— … (2) For the purposes of this section a "Relevant Insolvency Event" occurs where— (a) a Winding Up order is made; (b) an administration order is made; (c) an Administrator is appointed under section 21 of the Insolvency Regulations 2015 (Power to appoint) or under section 29 of the Insolvency Regulations 2015 (Power to appoint); (d) a resolution for voluntary Winding Up is passed; or (e) an order appointing a provisional liquidator is made. …
168. Administration orders
(1) The insolvency provisions outlined in the Insolvency Regulations 2015 have effect in relation to Collateral Security Arrangements and action taken in enforcing them subject to the provisions of this section. (2) The following provisions of Part 1 of the Insolvency Regulations 2015 do not apply in relation to a Collateral Security Arrangement— (a) section 46 (Interim moratorium); and (b) section 101 (Hire purchase property). … (5) This subsection applies to— (a) making an Administration application under section 8 of the Insolvency Regulations 2015; and (b) filing with the Court a copy of notice of intention to appoint an Administrator under Chapter 4 of Part 1 of the Insolvency Regulations 2015. (6) Section 170 of the Insolvency Regulations 2015 (Power to dispose of charged property) does not apply in relation to a Collateral Security Arrangement.

Annex A
(7) Section 209 of the Insolvency Regulations 2015 (Consequences of Winding Up order) does not apply to a disposition of property as a result of which the property becomes subject to a Collateral Security Arrangement or any transaction pursuant to which that disposition is made. …
169. Power to make provision about certain other Charges
(1) The Regulator may by Rules provide that the Insolvency Regulations 2015 have effect in relation to Charges of such descriptions as may be Specified, and action taken in enforcing them, subject to such provisions as may be Specified. … Market property
170. Application of margin or Default Fund Contribution not affected by certain
other interests
(1) The following provisions have effect with respect to the application by a Recognised Body or Remote Body of property (other than Real Property) held by the Recognised Body or Remote Body as margin in relation to a Market Contract or as Default Fund Contribution. (2) So far as necessary to enable the property to be applied in accordance with the rules of the Recognised Body or Remote Body, it may be so applied notwithstanding any prior equitable interest or right, or any right or remedy arising from a breach of fiduciary duty, unless the Recognised Body or Remote Body had received actual written notice of the interest, right or breach of duty at the time the property was provided as margin or as Default Fund Contribution. In order to be valid, any notice under this subsection may only be delivered to the Recognised Body or Remote Body by one of its members and must be delivered in accordance with or in order to satisfy applicable Rules made by the Regulator on Client Money in accordance with
section 4, or similar rules in any nNon-Abu Dhabi Global Market jurisdiction.
…
173. Proceedings against market property by unsecured creditors
(1) Where property (other than Real Property) is held by a Recognised Body or Remote Body as margin in relation to Market Contracts or as Default Fund Contribution, or is subject to a Collateral Security Arrangement, no execution or other legal process for the enforcement of a judgment or order may be commenced or continued, and no distress may be levied against the property by a person not seeking to enforce any interest in or security over the property, except with the consent of — (a) in the case of property provided as cover for margin or as Default Fund Contribution, the Recognised Body or Remote Body in question; or (b) in the case of property subject to a Collateral Security Arrangement, the person in whose favour the Charge was granted. (2) Where consent is given the proceedings may be commenced or continued notwithstanding any provision of the Insolvency Regulations 2015. …

Annex A
175. Recognised Clearing Houses and Remote Clearing Houses: disapplication of
provisions on mutual credit and set off
(1) Nothing in the Insolvency Regulations 2015 shall enable the setting off against each other of— (a) positions and assets recorded in an account at a Recognised Clearing House or Remote Clearing House and held for the account of a Client, an Indirect Client or a group of Clients or Indirect Clients; and (b) positions and assets recorded in any other account at the Recognised Clearing House or Remote Clearing House. (2) Nothing in the Insolvency Regulations 2015 shall enable the setting off against each other of— (a) positions and assets recorded in an account at a Clearing Member and held for the account of an Indirect Client or a group of Indirect Clients; and (b) positions and assets recorded in any other account at the Clearing Member.
176. Insolvency proceedings in other jurisdictions
(1) The references to insolvency law in the Insolvency Regulations 2015 include, in relation to a part of the Abu Dhabi Global Market, the provisions made by or under this Part and, in relation to another country or territory other than Abu Dhabi Global Market, so much of the law of that country or territory as corresponds to any provisions made by or under this Part. …
179. Power of the Regulator to make Rules under this Part
(1) The Regulator may by Rules, in accordance with the procedure in Part 2, make further provision as to — (a) the duties of persons to give assistance to a Recognised Body or Remote Body for the purposes of its Default Proceedings, and the duties of the Recognised Body or Remote Body with respect to information supplied to it; … (d) the effect of the Insolvency Regulations 2015 on specific Charges, in accordance with section 169; … (h) modifications to the Insolvency Regulations 2015 relating to Collateral Security Arrangements and action taken in enforcing them, where such Rules may make different provision for cases defined by reference to the nature of the Charge, the nature of the property subject to it, the circumstances, nature or extent of the obligations secured by it or any other relevant factor; and …
193. Reports to the Regulator
An Appointed auditor must communicate to the Regulator information on, or his opinion on, matters mentioned in sections 191(3) and 192(3) in the following circumstances—

Annex A
(a) the auditor reasonably believes that, as regards the person concerned— … (d) the auditor is precluded from stating in his report that the annual accounts or, where they are required to be made by any of the following provisions, other financial reports of the person concerned— (i) have been properly prepared in accordance with the Companies Regulations 2015 or, where applicable, give a true and fair view of the matters referred to in
section 467(3)(a) (Auditor's report on Company's annual accounts) of those
Regulations;
(ii) have been prepared so as to conform with the requirements of Rules made under these Regulations where the auditor is, by Rules made under section 189, required to make such a statement; or (iii) where applicable, the auditor is required to state in his report in relation to the person concerned any of the facts referred to in subsection (2), (3) or (5) of
section 469 (Duties of auditor) of the Companies Regulations 2015.
…
Power to issue directions for prudential purposes
202. Power to issue directions for prudential purposes
(1) For prudential purposes, the Regulator may direct that a particular Authorised Person or Authorised Persons (or Recognised Body or Recognised Bodies) within a specified class— … (3) A direction to an Affiliate under subsection (2) may include, without limitation, a requirement that the Affiliate— (a) limit any activities it undertakes or may undertake (including closing any office that is outside the jurisdiction in which it has its principal place of business and head office) if the activities are reasonably likely to expose the Authorised Person, Recognised Body or its Group or Financial Group to excessive risks or risks that are not properly managed; (b) submit particulars of any proposed amendment or alteration to its articles of association or any resolutions and agreements to which Chapter 3 of the Companies Regulations 2015 applies; … Skilled Persons
203. Reports by Sskilled Ppersons
(1) This section applies where the Regulator has required or could require a person to whom subsection (2) applies (the "Person Concerned") to provide information or produce Documents with respect to any matter (the "Matter Concerned"). …
204. Appointment of Sskilled Pperson to collect and update information

Annex A
(1) This section applies if the Regulator considers that an Authorised Person, Recognised Body or Remote Body ("A") has contravened a Rule made by the Regulator to collect, and keep up to date, information of a description specified in the Rules. (2) The Regulator may either— (a) require A to appoint a Sskilled Pperson to collect or update the information; or (b) itself appoint a Sskilled Pperson to do so. (3) References in this section to a Sskilled Pperson are to a person— (a) who appears to the Regulator to have the skills necessary to collect or update the information in question; and (b) where the appointment is to be made by A, nominated or approved by the Regulator. (4) The Regulator must notify A of an appointment under subsection (2)(b). (5) The Sskilled Pperson may require any person to provide all such assistance as the Sskilled Pperson may reasonably require to collect or update the information in question. (6) A requirement imposed under subsection (5) is enforceable, on the application of the Regulator, by an injunction. (7) A contractual or other requirement imposed on a person ("P") to keep any information in confidence does not apply if— (a) the information is or may be relevant to anything required to be done as a result of this section; (b) A or a Sskilled Pperson requests or requires P to provide the information for the purpose of securing anything required to be done as a result of this section is done; and (c) the Regulator has approved the making of the request or the imposition of the requirement before it is made or imposed. …
216. Exercise of power in support of Non-Abu Dhabi Global Market Regulators
…
217. Investigations etc. in support of Non-Abu Dhabi Global Market Regulators
…
226. Procedure of the Appeals Panel – full merits review
(1) Upon receipt of a notice of a reference falling within the jurisdiction of the Appeals Panel, the President of the Appeals Panel shall, without undue delay, subject to
section 227, select a sub-panel of at least three members, one of whom may be its
Chair, to exercise the powers and perform the functions of the Appeals Panel to hear and determine the reference. … (8) A certificate that purports to be signed by the President or officer of the Appeals Panel and which states that the Appeals Panel on a specified day made a specified

Annex A
determination or made a specified finding of fact, is in any proceedings before the Court, where relevant— (a) conclusive evidence of the determination of the Appeals Panel made on that day; and (b) prima facie evidence of the relevant finding of fact; and. (b)(9) Proceedings and decisions of the Appeals Panel shall be heard and given in public unless the Appeals Panel hearing a matter orders otherwise. …
248. Requirement to give decision notice
If the Regulator decides to exercise any of the powers specified in section 246(1)241, it must give a decision notice to every person in relation to whom a warning notice was given under section 246. …
258. Definitions
(1) In these Regulations, unless the context otherwise requires— Acting as an Insolvency Practitioner is to be read with section 290 of the Insolvency Regulations 2015 and, in any provision of Schedule 1 which provides for activities to be excluded from a Regulated Activity, references to things done by a person acting— (a) as an Insolvency Practitioner; or (b) in reasonable contemplation of that person's appointment as an Insolvency Practitioner; include anything done by the Person's Firm in connection with that person so acting. Administration shall be construed in accordance with section 1(2) of the Insolvency Regulations 2015. Administrator has the meaning given to that term in section 1(1) of the Insolvency Regulations 2015. Administrative Receiver has the meaning given to that term in section 152 of the Insolvency Regulations 2015. Body Corporate means a company incorporated under the Companies Regulations 2015 and any body corporate constituted under the law of a country, territory or jurisdiction outside the Abu Dhabi Global Market. Companies Regulations Means the Companies Regulations 2020. Customer a) means, for the purposes of Schedule 1 and
Schedule 2, a person, other than an individual,
to whom a supplier Ssells goods or supplies

Annex A
services, or agrees to do so, and, where the
Customer is a member of a Group, also means any other member of that Group; and (b) means, for all other purposes, a person who is using, or who is or may be contemplating using, any of the services provided by an Authorised Person. Holding Company has the meaning given to that term in section 1015 of the Companies Regulations 2015. Insolvency Regulations means the Insolvency Regulations 2022. Money-Lender means, for the purposes of paragraph 22 of Schedule 1, a person who is— (a) a money lending company within the meaning of section 198 (Exceptions for money lending companies) of the Companies Regulations 2015; or (b) a person whose ordinary business includes the making of loans or the giving of guarantees in connection with loans. Multilateral Trading Facility or MTF means a multilateral system, operated by an Authorised Person or a Recognised Investment Exchange, which brings together multiple third party Bbuying and Sselling interests in Financial Instruments, in the system and in accordance with non-discretionary rules, in a way that results in a contract in accordance with its rules. Organised Trading Facility or OTF means a multilateral system which is not a Recognised Investment Exchange or a Multilateral Trading Facility and in which multiple third party Bbuying and Sselling interests in Financial Instruments are able to interact in the system in a way that results in a contract in accordance with the provisions of its rules. Parent Undertaking has the meaning given to that term in the Companies Regulations 2015 but, for the purposes of these Regulations, also includes an individual who would be a parent undertaking for the purposes of those provisions if he were taken to be an undertaking. Payment Services means:
(a) services enabling cash to be placed in, or withdrawn from, a Payment Account and all of the operations required for operating a Payment Account; (b) the execution of Payment Transactions, including transfers of Money to or from a Payment Account by the user’s Payment

Annex A
Service Provider, or by another Payment
Service Provider, through:
(i) direct debits, including one-off direct debits; (ii) Payment Transactions through a Payment Instrument; (iii) credit transfers between bank accounts, including standing orders; (c) issuing Payment Instruments; (d) Sselling or issuing Stored Value; (e) receiving money or monetary value for transmission by means of a Payment Instrument to a location within or outside Abu Dhabi Global Market. Relevant Authorised Person means, for the purposes of paragraph 22 of Schedule 1, an Authorised Person who has permission to Effect Contracts of Insurance or to Ssell investments of the kind specified by paragraph 98 of Schedule 1, so far as relevant to such contracts. Relevant Person means— (a) for the purposes of section 209, and in relation to a person who is required to produce a Document— (i) has been or is or is proposed to be a Director or Controller of that person; (ii) has been or is an auditor of that person; (iii) has been or is an actuary, accountant or lawyer appointed or instructed by that person; or (iv) has been or is an employee of that person; (b) for the purposes of section 237, Authorised Persons and Recognised Bodies as defined in subsection (1)(a) of that section; or (c) for the purposes of Part 2, Chapter 4 and the Rules made under this Chapter:
(i) an Authorised Person other than a Credit
Rating Agency;
(ii) a Recognised Body;

Annex A
(iii) a Designated Non-Financial Business or
Profession;
(iv) a Non-Profit Organisation; or
(v) any other person, as deemed by the
Regulator to be a Relevant Person for the purposes of Chapter 4 under section 15A(4)7(6) of these Regulations. Rules Means Rrules made by the Regulator or the Board (as applicable) under these Regulations. Skilled Person Means a Person nominated or approved by the Regulator to make a report at the request of the Regulator on behalf of an Authorised Person or Recognised Body. Stored Value Provider means an Authorised Person Sselling or issuing Stored Value. Subsidiary Undertaking has the meaning given to that term in the Companies Regulations 2015. Third Party Transaction Means the access to, processing or transfer of Specified Information by the Third Party Provider that is executed at the request of a Customer. Undertaking has, for the purposes of section 261, the same meaning given to that term as in the Companies Regulations 2015. …
Part 2 Activities
Chapter 1 Dealing in Investments
…
9. Dealing by a Body Corporate in its own Shares
(1) A Body Corporate does not carry on an activity of the kind specified by paragraph 4 by purchasing its own Shares where section 666 of the Companies Regulations 2015 (Treasury shares) applies to the Shares purchased. (2) A Body Corporate does not carry on an activity of the kind specified by paragraph 4 by dealing in its own Shares held as treasury shares, in accordance with section 668 (Treasury shares: disposal) or 670 (Treasury shares: cancellation) of those Regulations. (3) In this paragraph "shares held as treasury shares" has the same meaning as in the Companies Regulations 2015. …

Annex A
21. Arranging transactions with or through Authorised Persons
There are excluded from paragraphs 16(1) and (2) arrangements made by a person ("A") who is not an Authorised Person for or with a view to a transaction which is or is to be entered into by a person ("the “client") with or through an Authorised Person if— …
43. Providing Custody
(1) Each of the following activities—
(a) safeguarding of Financial Instruments, Virtual Assets or, Spot Commodities or other assets belonging to another; …
47. Exclusions
(1) A person ("the “introducer") does not Arrange Custody by introducing a person to another person ("the “custodian") who is authorised by the Regulator or a Non-Abu Dhabi Global Market Regulator to carry on the activity described in paragraph 43, if the introducer is not connected with the custodian. (2) For the purposes of sub-paragraph (1) an introducer is connected to a custodian if— (a) the custodian is a member of the same Group as the introducer; or (b) the introducer is remunerated by the custodian or a member of the custodian'’s Group for making the introduction. …
48. Providing Credit
(1) Entering into a Credit Agreement with a person in his capacity as a Borrower or potential Borrower is a specified kind of activity. (2) It is a specified kind of activity for the Lender or another person to exercise, or to have the right to exercise, the Lender'’s rights and duties under a Credit Agreement. …
64. Shari'a-compliant Regulated Activities
(1) Carrying on an activity specified in any of paragraphs 4, 12, 16, 28 (subject to the specific exclusions to those paragraphs made in Rules made by the Regulator), 31, 32, 33, 36, 38, 43, 46, 48, 50, 52, 54, 56, 59, 60, 61, 65, 67, 68, 70, 72, 73A or 73E (subject to any exclusions to those paragraphs made by this Schedule) in a manner that complies with Shari'a is a specified kind of activity. …
67. Operating a Representative Office
(1) Operating a Representative Office is a Regulated Activity.
…

Annex A
(4) An Authorised Person which is authorised to Operate a Representative Office may not have a Financial Services Permission to carry on any other Regulated Activity. … 73E. Operating a Private Financing Platform (1) Operating a Private Financing Platform is a specified kind of activity. (2) A person is Operating a Private Financing Platform where the person – (a) introduces person A to person B, by means of an electronic platform for the purpose of person A providing credit to person B; (b) introduces person A to person B by means of an electronic platform for the purpose of person A directly or indirectly Bbuying or subscribing for a Specified Investment issued by person B; (c) introduces person A to person B by means of an electronic platform for the purpose of person A directly or indirectly Bbuying an instrument acknowledging or creating indebtedness arising from the supply of goods or the delivery of services by person B; … (3) For the purposes of this paragraph - (a) a “Private Financing Platform” is an undertaking that uses an electronic platform to facilitate the provision of financing from person A, whether in the form of debt, equity or otherwise, to person B for use by person B; (b) an “electronic platform” means a website or other form of electronic media; (c) to “facilitate” means, whether carried out by a person Operating a Private Financing Platform or under an arrangement with another person:
(i) to provide information to person A relating to a Specified Investment offered, directly or indirectly, by person B; (ii) to take steps to obtain the repayment to person A of a debt owed by person B, directly or indirectly, to person A; or (iii) to exercise rights or perform obligations relating to athe Specified Investment on behalf of person A; and …
74. Trustees, nominees and personal representatives
(1) A” person ("X") does not carry on an activity of the kind specified by paragraph 4 where he enters into a transaction as bare trustee for another person ("Y") and— (a) X is acting on Y's instructions; and (b) X does not hold himself out as providing a service of Bbuying and Sselling Securities, Derivatives or Contracts of Insurance. …

Annex A
76. Activities carried on in connection with the sale of goods or supply of services
(1) Subject to sub-paragraphs (10), (11) and (12), this paragraph concerns certain activities carried on for the purposes of or in connection with the sale of goods or supply of services by a supplier to a Customer, where "supplier" means a person whose main business is to Ssell goods or supply services and not to carry on any activities of the kind specified by any of paragraphs 4, 12, 16, 28, 33, 36, 43, 48, 56, 59, 60 and 61 where the supplier is a member of a Group, and also means any other member of that Group. …
85. Deposits
(1) A Deposit is a sum of money paid on terms— (a) under which it will be repaid, with or without interest or a premium, and 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 is not referable to the provision of property (other than currency) or services or the giving of security, as set out in (2), below. … 99A. Structured Products (1) In this Regulation a “Structured Product” is a Financial Instrument comprising rights under a contract where:
(a) the gain or loss of each party to the contract is ultimately determined by reference to the fluctuations in the value or price of property of any description, an index, interest rate, exchange rate or a combination of any of these as specified for that purpose in the contract (“the “underlying factor”) and is not leveraged upon such fluctuations; …
Schedule 2
Financial Promotions
Section 18(5)

1. Interpretation
   …
2. Annual accounts and Directors' report
   (1) If the requirements in sub-paragraphs (2) to (5) are met, the Financial Promotion Restriction does not apply to any communication by a Body Corporate which— (a) consists of, or is accompanied by, the whole or any part of the annual accounts of a Body Corporate; or

Annex A
(b) is accompanied by any report which is prepared and approved by the Directors of such a Body Corporate under sections 400 (Duty to prepare Directors' report) and 404 (Approval and signing of Directors' report) of the Companies Regulations 2015; …
31. Sale of goods and supply of services
(1) In this paragraph—
"supplier" means a person whose main business is to Ssell goods or supply services and, where the supplier is a member of a Group, also means any other member of that Group; "Customer" means a person, other than an individual, to whom a supplier Ssells goods or supplies services, or agrees to do so, and, where the Customer is a member of a Group, also means any other member of that Group; a "related sale or supply" means a sale of goods or supply of services to the Customer otherwise than by the supplier, but for or in connection with the same purpose as the sale or supply mentioned above. …
Schedule 3
Exempt Persons
Section 16(3)

1. The following are persons are exempt for the purposes of sections 16 and 18section
   16(3) —
   …

---

Appendix 1 - Proposed amendments to FEES

Appendix 1
Fees Rules (FEES)

Appendix 1
i
TABLE OF CONTENTS

1. INTRODUCTION............................................................................................................. 1
2. AMENDMENTS TO FINANCIAL SERVICES PERMISSIONS, AND WAIVERS
   AND MODIFICATIONS.................................................................................................. 4
3. APPLICATION AND SUPERVISION FEES................................................................ 4
4. RECOGNISED BODIES, REMOTE BODIES AND REMOTE MEMBERS.......... 15
5. APPROVED PERSONS............................................................................................... 15
6. CONTROLLERS ........................................................................................................... 16
7. FOREIGN BRANCHES OF DOMESTIC FIRMS...................................................... 16
8. FUNDS............................................................................................................................ 17
9. SPECIFIC FEES RELATED TO MARKETS............................................................. 18
10. FEES RELATED TO SUSTAINABLE FINANCE...................................................... 19

Appendix 1. INTRODUCTION
1.1 Application
1.1.1 These Rules apply to a Person in relation to:
(a) an application to seek or vary a Financial Services Permission or Recognition Order; (b) an application for approval of the appointment or variation of responsibilities of a Person to perform a Controlled Function; (c) an application for approval in respect of a Controller of an Authorised Person or a Recognised Body; (d) an application to register a Public Fund; (e) a notification of intent to offer an Exempt Fund or a Qualified Investor Fund; (f) a notification of intent by a Foreign Fund Manager to manage a Domestic Fund; (g) a notification of intent by an Authorised Fund Manager to manage a Foreign Fund; (h) an application to approve a Prospectus; (i) an application for admission of Securities to the Official List of Securities; (j) an application for approval of an Offer document produced under legislation in a jurisdiction other than ADGM; (k) an application by a Domestic Firm to open a branch in another jurisdiction; and (l) the submission of a Regulatory Filing after its due date.
1.2 General provisions
1.2.1 Timing of payment
Where pursuant to these Rules a fee is payable for any application to the Regulator, the application will not be regarded as submitted until the fee and any associated supplementary fee has been paid in full.
1.2.2 In regard to supervision fees payable pursuant to these Rules:
(a) the initial annual supervision fee must be paid in full to the Regulator within twenty days of the date on which the Financial Services Permission or Recognition Order is granted, prorated for the remainder of the calendar year; and (b) subsequent annual supervision fees for the period commencing 1 January are payable in advance and must be paid in full to the Regulator on or before 31 January of the calendar year to which the fee relates. Guidance

1. References to “days” in these Rules means a business day, being a normal working
   day in ADGM, in accordance with the Interpretation Regulations.

Appendix 1
2. In all instances in the first year of supervision, Applicants, Authorised Persons and
Recognised Bodies will be required to pay a portion of the annual supervision fee based on the number of months remaining until the end of the calendar year.
3. The Regulator will not provide a refund of any prepaid supervision fees in
circumstances where an Applicant seeks to amend the scope of an existing Financial Services Permission by removing one or more Regulated Activities.
1.2.3 Additional supervision fees triggered when an Authorised Person amends its Financial
Services Permission to include additional Regulated Activities are payable in accordance with Rule 1.2.2.
1.2.4 Supplementary fees
The Regulator may require a Person to pay to the Regulator a supplementary fee in circumstances where it expects to incur substantial additional costs or expend substantial additional effort in dealing with an application, authorisation, filing or when conducting on-going supervision. Guidance

1. A supplementary fee may be levied by the Regulator in circumstances where it
   expects to incur substantial additional costs or expend substantial additional effort in dealing with a matter. Such circumstances could include, for example:
   a. complex applications by reason of the Applicant's start-up profile, origin, ownership structure or proposed business model; b. cases where it may be necessary to conduct intense supervisory scrutiny of an entity or individual from a risk perspective;
   c. complex restructurings or changes in an Authorised Person’s or Recognised
   Body's structure or activities; d. waiver or modification requests which are particularly complex or novel, in the opinion of the Regulator; e. novel proposals and applications that cover untested ground or untested areas of the financial services regulatory regime; or f. assessing complex business models, the supervision of which will require the Regulator to incur material additional expenses, such as, but not limited to, businesses which operate in, or rely upon activities performed in jurisdictions with which, in the view of the Regulator, insufficient arrangements for co￾operation exist between the Regulator and the relevant Non-ADGM Financial Services Regulator(s) in that jurisdiction(s).
2. In cases where a supplementary fee is to be charged, the Regulator will notify the
   Person as soon as reasonably possible of the amount of the supplementary fee. The payment of a supplementary fee does not prevent the Regulator from charging an additional supplementary fee.

Appendix 1
1.2.5 Means of payment
(a) In respect of any fee payable in accordance with these Rules, the fee must be paid:
(i) in USD; and
(ii) into the Regulator’s bank account by bank transfer directly from a bank account or via a debit or credit card maintained by the Person specified in (b). (b) The Regulator will accept payment of a fee from the Person to whom the Rule applies, from a member of the Person’s Group, an Applicant’s legal advisor or from a Person who has applied to be a Controller of the Applicant but only where the Applicant is in formation and does not have a bank account in its own name. (c) A fee payable under Chapter 9 may be paid by any of the following:
(i) the Issuer, Offeror or Reporting Entity of Securities; (ii) if the Issuer is a Special Purpose Vehicle, by the Person who controls, directly or indirectly, the Special Purpose Vehicle; (iii) the lead arranger of a proposed issue of Securities; or (iv) the legal advisor acting for a Person referred to in (i), (ii) or (iii).
1.2.6 Late payment
Except for late Regulatory Filings for which a fee is incurred in accordance with Rule 1.2.7, when a fee is not paid in full on or before the due date or within the prescribed period, such non-payment incurs a late payment fee of:
(a) $2,000; or
(b) an amount equivalent to 3% of the fee due, whichever is the greater. In addition, the outstanding fee due shall be increased by 1% for each calendar month, or part of a calendar month, that it remains outstanding beyond the due date. Guidance If a fee is not paid by an Authorised Person or Recognised Body by the date on which it becomes due, in addition to any late payment fee incurred under these Rules, the Regulator may, at its discretion, take regulatory action arising from the breach of a Rule including the suspension or withdrawal of any authorisation or approval notwithstanding the payment of any late payment fee.
1.2.7 Late Payment Fees relating to Regulatory Filings
An Authorised Person, a Designated Non-Financial Business or Profession or a Recognised Body that submits a Regulatory Filing after the due date must pay to the Regulator a fee of $500.

Appendix 1
Guidance
For Designated Non-Financial Businesses or Professions Rule 1.2.7 relates to the AML Return, as required by Rule 4.6.1 in the Anti-Money Laundering and Sanctions Rules and Guidance Rulebook.
1.2.8 Relief from Payment
The Regulator may at any time reduce, waive or refund all or part of any fee including any supplementary or late payment fee if it considers that, in the circumstances of a particular case, it would be fair and reasonable to do so.
2. AMENDMENTS TO FINANCIAL SERVICES PERMISSIONS, AND WAIVERS AND
MODIFICATIONS
2.1 Amendment of a Financial Services Permission other than the addition of a
Regulated Activity
(a) An Authorised Person applying to amend the scope of an existing Financial Services Permission to enable it to serve Retail Clients, other than pursuant to Rule 3.18.1, must pay to the Regulator an application fee of $5,000. (b) An Authorised Person applying to amend the scope of an existing Financial Services Permission to enable it to operate an Islamic Window must pay to the Regulator an application fee of $5,000. (c) An Authorised Person applying to amend the scope of an existing Financial Services Permission through the amendment or removal of a condition, other than in accordance with (a) or (b), must pay to the Regulator an application fee of $5,000.
2.2 Request for a waiver or modification of a Rule
An Authorised Person or a Recognised Body applying for a waiver or modification of a specific Rule or set of Rules which, in the opinion of the Regulator, is complex or novel must pay to the Regulator an application fee of $5,000. Guidance In accordance with Rule 1.2.4, the Regulator may require a Person to pay a supplementary fee where the request for a waiver or modification is particularly complex or novel in the opinion of the Regulator.
3. APPLICATION AND SUPERVISION FEES
3.1 Introduction
3.1.1 This Chapter outlines the specific application and supervision fees payable by
Applicants for a Financial Services Permission and Authorised Persons in respect of Regulated Activities.
3.2 Multiple Regulated Activities
3.2.1 An Applicant seeking to obtain a Financial Service Permission enabling the Applicant
to undertake multiple Regulated Activities must pay the highest of the relevant authorisation fees associated with such Regulated Activities under these Rules. Each

Appendix 1
additional Regulated Activity applied for shall incur an additional authorisation fee of the lesser of $10,000 or the application fee associated with such Regulated Activity.
3.2.2 An Authorised Person which has been granted a Financial Service Permission
enabling the Applicant to undertake multiple Regulated Activities must pay the highest of the relevant supervision fees associated with such Regulated Activities under these Rules. Each additional Regulated Activity applied for shall incur an additional annual supervision fee of the lesser of $10,000 or the supervision fee associated with such Regulated Activity.
3.2.3 An Applicant seeking a Financial Services Permission to Manage a Collective
Investment Fund which is a Venture Capital Fund, or a Fund Manager with a Financial Services Permission restricted to the management of Venture Capital Funds, may also apply to conduct the Regulated Activities of Advising on Deals in Investments and Arranging Deals in Investments without incurring additional application or supervision fees where those activities are restricted to co-investments in assets in which the Venture Capital Fund which the Applicant or Fund Manager will manage.
3.2.4 An Authorised Person applying to amend the scope of an existing Financial Services
Permission by adding a Regulated Activity, must pay the Regulator an application fee for the additional Regulated Activity being sought or $10,000, whichever is the greater.
3.2.5 An Authorised Person which has amended the scope of its Financial Services
Permission by adding a Regulated Activity, must pay the Regulator the supervision fee for that Regulated Activity or $10,000, whichever is the greater.
3.2.6 The additional supervision fees described in Rule 3.2.5 are payable in accordance with
Rule 1.2.2.
Guidance

1. The application and supervision fees for Regulated Activities carried out by an
   Authorised Person in relation to Virtual Assets are detailed in Sections 3.15 and 3.16, Spot Commodities in Section 3.17 and OTC Leveraged Products in
   Section 3.18.
2. An Applicant seeking a Financial Services Permission specifically in relation to a
   Venture Capital Fund should consider Section 3.10.
   Regulated Activities
   3.3 Accepting Deposits and Providing Credit
   3.3.1 An Applicant for a Financial Services Permission must pay to the Regulator an
   application fee of $70,000 to carry on the Regulated Activity of:
   (a) Accepting Deposits; or
   (b) Providing Credit.
   3.3.2 An Authorised Person with a Financial Services Permission must pay to the Regulator
   an annual supervision fee of $100,000 to carry on the Regulated Activity of:
   (a) Accepting Deposits; or

Appendix 1
(b) Providing Credit.
3.3.3 An Applicant must pay to the Regulator an additional annual supervision fee of $10,000
where it carries on:
(a) both Regulated Activities in Rule 3.3.2; or (b) the Regulated Activities of Managing a Profit Sharing Investment Account and that of Providing Credit.
3.4 Dealing in Investments as Principal and Dealing in Investments as Agent
3.4.1 An Applicant for a Financial Services Permission to carry on either the Regulated
Activity of Dealing in Investments as Agent or the Regulated Activity of Dealing in Investments as Principal, must pay to the Regulator an application fee of $40,000.
3.4.2 An Authorised Person with a Financial Services Permission to carry on either the
Regulated Activity of Dealing in Investments as Principal or the Regulated Activity of Dealing in Investments as Agent must pay to the Regulator an annual supervision fee of $50,000.
3.5 Managing a Profit Sharing Investment Account
3.5.1 An Applicant for a Financial Services Permission to carry on the Regulated Activity of
Managing a Profit Sharing Investment Account must pay to the Regulator an application fee of $30,000.
3.5.2 Subject to Rule 3.3.3(b), an Authorised Person with a Financial Services Permission
to carry on the Regulated Activity of Managing a Profit Sharing Investment Account must pay to the Regulator an annual supervision fee of $30,000.
3.6 Managing Assets, Providing Trust Services and Providing Custody
3.6.1 An Applicant for a Financial Services Permission must pay to the Regulator an
application fee of $25,000 to carry on the Regulated Activity of:
(a) Managing Assets;
(b) Providing Trust Services; or
(c) Providing Custody.
3.6.2 An Authorised Person with a Financial Services Permission must pay to the Regulator
an annual supervision fee of $25,000 to carry on the Regulated Activity of:
(a) Managing Assets;
(b) Providing Trust Services; or
(c) Providing Custody.
3.7 Insurance Management
3.7.1 An Applicant for a Financial Services Permission must pay to the Regulator an
application fee of $15,000 to carry on the Regulated Activity of Insurance Management.

Appendix 1
3.7.2 An Authorised Person with a Financial Services Permission must pay to the Regulator
an annual supervision fee of $20,000 to carry on the Regulated Activity of Insurance Management.
3.8 Arranging Custody, Advising on Investments or Credit, Arranging Deals in
Investments and Insurance Intermediation
3.8.1 An Applicant for a Financial Services Permission must pay to the Regulator an
application fee of $15,000 to carry on the Regulated Activity of:
(a) Arranging Custody;
(b) Advising on Investments or Credit;
(c) Arranging Deals in Investments; or
(d) Insurance Intermediation.
3.8.2 An Authorised Person with a Financial Services Permission must pay to the Regulator
an annual supervision fee of $15,000 to carry on the Regulated Activity of:
(a) Arranging Custody;
(b) Advising on Investments or Credit;
(c) Arranging Deals in Investments; or
(d) Insurance Intermediation.
3.9 Providing Money Services
3.9.1 An Applicant for a Financial Services Permission to carry on the Regulated Activity of
Providing Money Services must pay to the Regulator an application fee as detailed in the table below, in accordance with the activity that it will carry on. Activity Application fee ($) Currency exchange or Money Remittance 15,000 Payment Services 25,000
3.9.2 An Applicant for a Financial Services Permission to carry on the Regulated Activity of
Providing Money Services that will conduct both of the activities detailed in Rule 3.9.1 must pay to the Regulator an application fee of $25,000.
3.9.3 An Authorised Person with a Financial Services Permission to carry on the Regulated
Activity of Providing Money Services must pay to the Regulator an annual supervision fee as detailed in the table below, in accordance with the activity that it will carry on.

Appendix 1
Activity Annual supervision fee ($)
Currency exchange or Money Remittance 15,000
Payment Services 25,000
3.9.4 An Authorised Person with a Financial Services Permission to carry on the Regulated
Activity of Providing Money Services and that carries out both of the activities detailed in Rule 3.9.3 must pay to the Regulator an annual supervision fee of $25,000.
3.10 Other Regulated Activities
3.10.1 An Applicant for a Financial Services Permission must pay to the Regulator an
application fee of $10,000 to carry on the Regulated Activity of:
(a) Arranging Credit;
(b) Operating a Multilateral Trading Facility; (c) Operating an Organised Trading Facility; (d) Managing a Collective Investment Fund; (e) Managing a Venture Capital Fund and co-investments; (f) Acting as the Administrator of a Collective Investment Fund; (g) Acting as Trustee of an Investment Trust; (h) Operating a Credit Rating Agency; or (i) Operating a Private Financing Platform.
3.10.2 An Authorised Person with a Financial Services Permission must pay to the Regulator
an annual supervision fee of $10,000 to carry on the Regulated Activity of:
(a) Arranging Credit;
(b) Operating a Multilateral Trading Facility; (c) Operating an Organised Trading Facility; (d) Managing a Collective Investment Fund; (e) Managing a Venture Capital Fund and co-investments; (f) Acting as the Administrator of a Collective Investment Fund; (g) Acting as Trustee of an Investment Trust; or (g) Acting as Trustee of an Investment Trust; (h) Operating a Credit Rating Agency; or

Appendix 1
(i) Operating a Private Financing Platform.
3.11 Effecting Contracts of Insurance and Carrying Out Contracts of Insurance
Insurers
3.11.1 An Applicant for a Financial Services Permission to carry on either one or both of the
Regulated Activities of Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as Principal must pay to the Regulator an application fee of $40,000 for either or both Regulated Activities.
3.11.2 Authorised Persons carrying on either one or both of the Regulated Activities of
Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as Principal must pay to the Regulator an annual supervision fee of $50,000 for either or both Regulated Activities. Captive Insurers and Insurance Special Purpose Vehicles
3.11.3 An Applicant for a Financial Services Permission must pay to the Regulator an
application fee of $5,000 to carry on the Regulated Activity of Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as:
(a) a Captive Insurer; or
(b) an Insurance Special Purpose Vehicle.
3.11.4 An Authorised Person carrying on either one or both of the Regulated Activities of
Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as a Captive Insurer or an Insurance Special Purpose Vehicle must pay to the Regulator an annual supervision fee of $5,000 for either or both Regulated Activities. Cell Companies
3.11.5 An Applicant under Rule 3.11.1 or Rule 3.11.3 that intends to operate as a Cell
Company must pay to the Regulator an additional application fee of $8,000 for the Cell Company plus $1,000 for each Cell.
3.11.6 An Authorised Person under Rule 3.11.2 or Rule 3.11.4 that operates as a Cell
Company must pay to the Regulator an additional annual supervision fee of $8,000 for the Cell Company plus $1,000 for each Cell.
3.11.7 An Authorised Person under Rule 3.11.2 or Rule 3.11.4 that operates as a Cell
Company must pay to the Regulator an application fee of $1,000 for each Cell that it wishes to add after it has received its Financial Services Permission. Guidance Authorised Persons carrying on the Regulated Activities of Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as an Insurer, Captive Insurer or Insurance Special Purpose Entity may do so in the form of a Cell Company for which the fees in Rules 3.11.5 to 3.11.7 are additional to those specified in Rules 3.11.1 to 3.11.4, as applicable.

Appendix 1
3.12 Providing Information in Relation to a Specified Benchmark and Administering
a Specified Benchmark
3.12.1 An Applicant for a Financial Services Permission must pay to the Regulator an
application fee of $5,000 to carry on the Regulated Activity of:
(a) Providing Information in Relation to a Specified Benchmark; or (b) Administering a Specified Benchmark.
3.12.2 An Authorised Person with a Financial Services Permission must pay to the Regulator
an annual supervision fee of $5,000 to carry on the Regulated Activity of:
(a) Providing Information in Relation to a Specified Benchmark; or (b) Administering a Specified Benchmark.
3.13 Operating a Representative Office
3.13.1 An Applicant for a Financial Services Permission to carry on the Regulated Activity of
Operating a Representative Office must pay to the Regulator an application fee of $5,000.
3.13.2 An Authorised Person carrying on the Regulated Activity of Operating a Representative
Office must pay to the Regulator an annual supervision fee of $5,000.
3.14 Developing Financial Technology Services within the RegLab
3.14.1 An Applicant for a Financial Services Permission to carry on the Regulated Activity of
Developing Financial Technology Services within the RegLab must pay to the Regulator an application fee of $1,000.
3.15 Regulated Activities in relation to Virtual Assets
3.15.1 An Applicant for a Financial Services Permission to conduct a Regulated Activity in
relation to Virtual Assets must pay to the Regulator an application fee of:
(a) $20,000 for each Regulated Activity; or
(b) $125,000 if the Regulated Activity is Operating a Multilateral Trading Facility without any additional Regulated Activity.
3.15.2 Any Person authorised to conduct a Regulated Activity in relation to Virtual Assets
must pay to the Regulator an annual supervision fee of:
(a) $15,000 for each Regulated Activity; or
(b) $60,000 if the Regulated Activity is Operating a Multilateral Trading Facility without any additional Regulated Activity. Guidance

1. These fees are in addition to any incurred for Regulated Activities carried out that
   do not involve Virtual Assets.

Appendix 1
2. For additional guidance concerning the fees associated with Regulated Activities
carried out in relation to Virtual Assets, please refer to the Regulator’s “Guidance – Regulation of Virtual Asset Activities in ADGM”.
3.16 Operating a Multilateral Trading Facility in relation to Virtual Assets
3.16.1 Any Person authorised or permitted to conduct the Regulated Activity of Operating a
Multilateral Trading Facility in relation to Virtual Assets must pay to the Regulator a trading levy of daily trading value of Virtual Assets traded (as applicable), payable monthly. Daily Trading Value (DTV) ($) Trading Levy DTV ≤ 10m 0.0015% 10m < DTV ≤ 50m 0.0012% 50m <DTV ≤ 250m 0.0009% DTV > 250m 0.0006% Unless otherwise determined by a Multilateral Trading Facility (and agreed to by the Regulator), the Regulator expects that the calculation of average daily value of Virtual Assets traded should occur at 12am Abu Dhabi time (+4hr GMT).
3.17 Regulated Activities in relation to Spot Commodities
3.17.1 An Applicant for a Financial Services Permission to conduct a Regulated Activity in
relation to Spot Commodities must pay to the Regulator an application fee of:
(a) US$20,000; or
(b) US$125,000 if the Regulated Activity is Operating a Multilateral Trading Facility or Organised Trading Facility without any additional Regulated Activity.
3.17.2 An Authorised Person conducting a Regulated Activity in relation to Spot Commodities
must pay to the Regulator an annual supervision fee of:
(a) US$15,000; or
(b) US$60,000 if the Regulated Activity is Operating a Multilateral Trading Facility or Organised Trading Facility without any additional Regulated Activity. Guidance Where an application concerns activities relating to Spot Commodities that will be undertaken by a Recognised Body, whether a Recognised Investment Exchange or Recognised Clearing House, the fees in Section 4.1 will apply.
3.18 Regulated Activities in relation to OTC Leveraged Products
3.18.1 An Applicant for a Financial Services Permission to conduct a Regulated Activity in
relation to OTC Leveraged Products must pay to the Regulator an application fee of:

Appendix 1
(a) $5,000; or
(b) $40,000 where those OTC Leveraged Products are to be offered to Retail Clients.
3.18.2 An Authorised Person conducting a Regulated Activity in relation to OTC Leveraged
Products must pay to the Regulator an annual supervision fee of:
(a) $5,000; or
(b) $40,000 where those OTC Leveraged Products are to be offered to Retail Clients.

Appendix 1
Guidance
The table below provides a summary of the fees for applications and supervision where a Regulated Activity is carried out on a standalone basis. Where more than one Regulated Activity is carried out Section 3.2 and the relevant Rule(s) in Chapter 3 provide details of the binding requirements and the appropriate treatment.
Section(s) Authorisation
(USD $k)
Supervision
(USD $k) Group Regulated Activity
TRADITIONAL ASSETS
3.3 70 100 Accepting Deposits Accepting Deposits
3.8 15 15 Advising on Investments or Credit Advising on Investments or Credit
3.8 15 15 Arranging Deals in Investments Arranging Deals in Investments
3.10
Collective Investments
Acting as the Administrator of a Collective Investment Fund
3.10 Acting as Trustee of an Investment Trust
3.10 Managing a Collective Investment Fund
3.10 Managing a Venture Capital Fund and co-investments
3.10
Credit Arranging Credit
3.3 70 100 Providing Credit
3.8 15 15
Custody Arranging Custody
3.6 25 25 Providing Custody
3.4 40 50
Dealing in Investments Dealing in Investments as Agent
3.4 40 50 Dealing in Investments as Principal
Insurance
Carrying Out Contracts of Insurance as Principal Effecting Contracts of Insurance
3.11 40 50 - as an Insurer
3.11 5 5 - as a Captive Insurer or Insurance Special Purpose Vehicle
3.11 8 plus 1 per Cell 8 plus 1 per Cell - as a Cell Company (additional to fees above)
3.8 15 15 Insurance Intermediation
3.7 15 20 Insurance Management
3.5 30 30 Managing a Profit Sharing
Investment Account Managing a Profit Sharing Investment Account

Appendix 1
Section(s) Authorisation
(USD $k)
Supervision
(USD $k) Group Regulated Activity
3.6 25 25 Managing Assets Managing Assets
Providing Money Services
Providing Money Services
3.9 15 15 - Currency exchange
3.9 15 15 - Money Remittance
3.9 25 25 - Payment Services
3.10 Operating a Credit Rating Agency Operating a Credit Rating Agency
3.10 Operating a Private Financing
Platform Operating a Private Financing Platform
3.13 5 5 Operating a Representative Office Operating a Representative Office
3.10 Operating Multilateral and
Organised Trading Facilities
Operating a Multilateral Trading Facility
3.10 Operating an Organised Trading Facility
3.6 25 25 Providing Trust Services Providing Trust Services
3.12 5 5
Specified Benchmarks Administering a Specified Benchmark
3.12 5 5 Providing Information in Relation to a Specified Benchmark
3.14 1 - Technology Innovation in
Financial Services
Developing Financial Technology Services within the RegLab VIRTUAL ASSETS 3.15, 3.16 125 60 Operating Multilateral and Organised Trading Facilities Operating a Multilateral Trading Facility
3.15 20 15 All others All others
SPOT COMMODITIES
3.17 125 60 Operating Multilateral and
Organised Trading Facilities
Operating a Multilateral Trading Facility or Organised Trading Facility
3.17 20 15 All others All others
OTC LEVERAGED PRODUCTS
3.18 40 40 Retail Clients
3.18 5 5 Other clients

Appendix 1
4. RECOGNISED BODIES, REMOTE BODIES AND REMOTE MEMBERS
4.1 Recognised Bodies
4.1.1 An Applicant for recognition as either a Recognised Investment Exchange or a
Recognised Clearing House must pay to the Regulator an application fee of $125,000.
4.1.2 A Recognised Body with a Recognition Order as either a Recognised Investment
Exchange or Recognised Clearing House must pay to the Regulator an annual supervision fee of $60,000.
4.1.3 An Applicant for recognition as both a Recognised Investment Exchange and a
Recognised Clearing House must pay to the Regulator an application fee of $250,000.
4.1.4 A Recognised Body with recognition as both a Recognised Investment Exchange
and a Recognised Clearing House must pay to the Regulator an annual supervision fee of $120,000.
4.2 Remote Bodies
4.2.1 An Applicant for recognition as a Remote Body must pay to the Regulator an
application fee of $10,000.
4.2.2 A Remote Body is required to pay to the Regulator an annual recognition fee of $1,000.
4.3 Remote Members
4.3.1 An Applicant for recognition as a Remote Member must pay to the Regulator an
application fee of $1,000.
4.3.2 A Remote Member is required to pay to the Regulator an annual recognition fee of
$1,000.
Guidance

1. Where an application concerns activities relating to Spot Commodities that will be
   undertaken by a Recognised Body, whether a Recognised Investment Exchange or Recognised Clearing House, the fees in Section 4.1 will apply.
2. Depending on the complexity and risks inherent in an Applicant’s business model,
   the Regulator, when considering an application in relation to Virtual Assets, may decide to apply the relevant fees relating to specific Regulated Activities and Virtual Assets cumulatively in certain circumstances. Applicants are directed to review the discussion of factors relating to the calculation of fees for Virtual Asset related business models contained in the Regulator’s “Guidance - Regulation of Virtual Asset Activities in ADGM”.
3. APPROVED PERSONS
   5.1.1 Approved Persons
   An Applicant, Authorised Person applying to the Regulator.
   (a) for Approved Person status for an individual; or (b) to amend an Approved Person’s approval to include a new Controlled Function;

Appendix 1
must pay to the Regulator an application fee of $500 for each application in respect of an Approved Person.
6. CONTROLLERS
6.1.1 An Authorised Person or a Recognised Body applying for written approval of a
proposed new Controller, or a change in the Holding of an existing Controller which would trigger the requirement to seek the approval of the Regulator, must pay to the Regulator an application fee of $1,000. Guidance The Regulator may charge a supplementary fee in addition to the fee specified in Rule 6.1.1 where:
(a) the Controller is from a jurisdiction where there is no adequate memorandum of understanding in place between the Regulator and the relevant Non-ADGM Financial Services Regulator in that jurisdiction; (b) the Controller proposes, in connection with their approval, to change the business model, business activities, or senior management of the Authorised Person or Recognised Body; (c) the application will otherwise require the Regulator to incur substantial additional expense or expend substantial additional effort due to its complexity.
7. FOREIGN BRANCHES OF DOMESTIC FIRMS
7.1 Specific fees
7.1.1 Where an Authorised Person that has its registered head office in ADGM applies to
the Regulator for approval to establish a branch outside ADGM, it must pay to the Regulator an application fee equal to 50% of the highest application fee set out in
Chapter 3 of these Rules for those Regulated Activities it seeks to undertake from the
proposed branch.
7.1.2 An Authorised Person that has established a branch outside ADGM from which it
conducts Regulated Activities must pay to the Regulator an annual supervision fee equal to 50% of the highest annual supervision fee for those Regulated Activities it undertakes from the branch. The initial supervision fee due shall be prorated and paid in accordance with Rule 1.2.2(a). Guidance The Regulator may charge a supplementary fee in addition to the fees specified in Rule 7.1.1 and 7.1.2 where the proposed branch would operate in a jurisdiction where there is no adequate memorandum of understanding in place between the Regulator and the relevant Non-ADGM Financial Services Regulator in that jurisdiction.

Appendix 1
8. FUNDS
8.1 Application to register a Public Fund
8.1.1 The Fund Manager, or the Person proposing to be the Fund Manager, of a Domestic
Fund which is a Public Fund but is not an Umbrella Fund, who is applying to register the Public Fund, must pay to the Regulator an application fee of $6,000.
8.1.2 The Fund Manager, or the Person proposing to be the Fund Manager, of a Domestic
Fund which is a Public Fund but is not an Umbrella Fund, must pay an annual registration renewal fee to the Regulator of $6,000, at the time of registration of the Public Fund, prorated for the remainder of the calendar year for the initial year of registration and thereafter due at the commencement of each successive calendar year.
8.1.3 The Fund Manager, or the Person proposing to be the Fund Manager, of a Domestic
Fund which is a Public Fund that is an Umbrella Fund, who is applying to register the Fund, must pay to the Regulator:
(i) an application fee of $6,000 in respect of the Umbrella Fund and its first Sub-Fund; and (ii) an additional application fee of $3,000 for each additional Sub-Fund of the Umbrella Fund which it seeks to register;
8.1.4 The Fund Manager of a Domestic Fund which is a Public Fund and an Umbrella Fund
is required to pay an annual registration fee of $6,000 to the Regulator in respect of the Umbrella Fund and its first Sub-Fund and an additional annual registration renewal fee of $3,000 for each additional Sub-Fund of the Umbrella Fund that it has registered.
8.1.5 Such fees as are due under Rules 8.1.2 and 8.1.4 at the time of registration of each
fund or sub-fund, as the case may be, must be prorated for the remainder of the calendar year for the initial year of registration and are thereafter due in full at the commencement of each successive calendar year.
8.2 Notifications in relation to Exempt Funds and Qualified Funds
8.2.1 The Fund Manager or the Person proposing to be the Fund Manager of a Domestic
Fund which is an Exempt Fund or a Qualified Investor Fund, but which is not an Umbrella Fund that notifies the Regulator of their intention to offer the Units of such Fund, is required to pay to the Regulator an annual notification fee of $2,000, prorated for the remainder of the calendar year for the initial year and thereafter due in full at the commencement of each successive calendar year.
8.2.2 The Fund Manager of an Exempt Fund, or a Qualified Investor Fund, that is an
Umbrella Fund, is required to pay an annual notification renewal fee of $2,000 to the Regulator in respect of the Umbrella Fund and its first Sub-Fund and an additional annual notification renewal fee of $1,000 for each additional Sub-Fund of the Umbrella Fund, prorated for the remainder of the calendar year and thereafter due in full at the commencement of each successive calendar year.

Appendix 1
8.3 Filing a Prospectus pursuant to FUNDS Rules 9.2.1(b), 9.4.2(1)(b) or 9.4.2(2)(b)
8.3.1 An Authorised Person filing a Prospectus with the Regulator in relation to a Public
Fund, in accordance with FUNDS Rule 9.2.1(b) must pay to the Regulator a filing fee of $6,000.
8.3.2 A Fund Manager filing a Supplementary or Replacement Prospectus with the
Regulator in relation to a Public Fund in accordance with FUNDS Rule 9.4.2(1)(b) or 9.4.2(2)(b) respectively, must pay to the Regulator a filing fee of $3,000 in respect of each such Prospectus filed.
8.4 Notification by an Authorised Fund Manager to manage a Foreign Fund
8.4.1 A Fund Manager submitting notification to the Regulator of its intention to manage a
Foreign Fund must pay to Regulator a fee of $2,000.
8.5 Management of a Domestic Fund by a Foreign Fund Manager
8.5.1 A Foreign Fund Manager providing a declaration to the Regulator of its intention to
manage a Domestic Fund must pay to Regulator a fee of $20,000.
8.6 Registering a Domestic Fund pursuant to the Fund Passporting Rules
8.6.1 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.
8.6.2 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. Guidance

1. The filing of a Supplementary Prospectus for a Public Fund does not trigger the
   payment of a fee unless the review of the Supplementary Prospectus will require the Regulator to incur substantial additional costs or expend substantial additional effort when conducting its review, in which event the Regulator may require payment of a supplementary fee in accordance with Rule 1.2.4.
2. Where a fee is to be prorated for a calendar year in accordance with the Rules in
   this Chapter, the portion due of the fee is to be based on the number of months remaining until the end of the calendar year.
3. A person seeking or wishing to retain the designation of a Fund as an ADGM
   Green Fund or an ADGM Climate Transition Fund must pay the relevant fee as set out in Chapter 10.
4. SPECIFIC FEES RELATED TO MARKETS
   9.1 Filing a Prospectus relating to the Offer of Securities other than Units
   9.1.1 A Person filing a Prospectus relating to the Offer of Securities other than Units with the
   Regulator must pay to the Regulator a filing fee of:
   (a) $20,000, where the Prospectus to be filed in either one or more documents relates to Shares, Certificates over Shares and Warrants over Shares; or

Appendix 1
(b) $10,000, where the Prospectus to be filed in either one or more documents relates to Structured Products, Debentures, Certificates over Debentures and Warrants over Debentures.
9.2 Admission to the Official List of Securities
9.2.1 An Applicant for admission of Securities to the Official List of Securities must pay to
the Regulator an application fee of $3,000.
Guidance
A Listed Entity with Securities admitted to the Official List of Securities is not required to pay an annual supervision fee to the Regulator.
9.3 Approval of an Offer document originating from outside ADGM
9.3.1 A Person applying to the Regulator for approval of an Offer document produced under
legislation in a jurisdiction other than ADGM must pay to the Regulator a filing fee of $5,000. Guidance The filing of a Supplementary Prospectus does not trigger the payment of a fee unless the review of the Supplementary Prospectus will require the Regulator to incur substantial additional costs or expend substantial additional effort when conducting its review, in which event the Regulator may require payment of a supplementary fee in accordance with Rule 1.2.4.
10. FEES RELATED TO SUSTAINABLE FINANCE
10.1 Applications for a designation
10.1.1 A Person applying to the Regulator for any of the following designations:
(a) ADGM Green Fund;
(b) ADGM Climate Transition Fund;
(c) ADGM Green Portfolio;
(d) ADGM Climate Transition Portfolio;
(e) ADGM Green Bond; or
(f) ADGM Sustainability Linked Bond must pay to the Regulator an application fee of $2,000.
10.2 Annual designation fee
10.2.1 A Person granted a designation under Rule 10.1.1 must pay to the Regulator an annual
designation fee of $2,000:
(a) prorated for the remainder of the calendar year following the initial granting of the designation; and

Appendix 1
(b) for subsequent calendar years commencing 1 January, payable in full to the Regulator on or before 31 January of the calendar year to which the fee relates. Guidance For Rule 10.2.1(a) the portion due of the annual designation fee is to be based on the number of months remaining until the end of the calendar year.

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Appendix 2 - Proposed amendments to AML

Appendix 2
Anti-Money Laundering and Sanctions Rules and Guidance (AML) *In this attachment underlining indicates new text and striking through indicates deleted text.

Appendix 2
…
3.2 Glossary for AML
…
3.2.1 The following terms and abbreviations bear the following meanings for the purposes
of these Rules.
Money Laundering
Reporting Officer (MLRO)
Means, for the purposes of an Authorised Person other than a Credit Rating Agency, the RecognisedControlled Function described in GEN 5.4.85.3.8. …
12. MONEY LAUNDERING REPORTING OFFICER
12.1 Appointment of an MLRO
12.1.1 (1) A Relevant Person must appoint an individual as the MLRO who has an
appropriate level of seniority, experience and independence to act in the role, with responsibility for implementation and oversight of its compliance with the Rules in the AML Rulebook. It must do so by completing and filing with the Regulator the appropriate form specified by the Regulator. (2) The MLRO in (1) and Rule 12.1.7 must be resident in the U.A.E.
12.1.2. The individual appointed as the MLRO of a DNFBP that comprises as one officer,
partner or principal can, with the prior approval of the Regulator be the same person as the officer, partner or principle of the DNFBP.
12.1.3. The individual appointed as the MLRO of a Representative Office must be the same
individual who holds the position of Principal Representative of that Representative Office. Guidance

1. Authorised Persons are reminded that under GEN Rule 5.5.1 the MLRO
   function is a mandatory appointment. For the avoidance of doubt, the individual appointed as the MLRO of an Authorised Person, other than a Representative Office, is the same individual who holds the RecognisedControlled Function of MLRO of that Authorised Person. Authorised Persons are also reminded that the guidance under GEN Rule
   5.5.2 sets out the grounds under which the Regulator will determine whether
   to grant a waiver from the residence requirements for an MLRO. The same guidance is relevant to other Relevant Persons seeking a waiver from the MLRO residence requirements.
2. The individual appointed as the MLRO of a Recognised Investment Exchange
   or Recognised Clearing House is the same individual who holds the position of MLRO of that Recognised Investment Exchange or Recognised Clearing House under the relevant MIR Rule. …

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Appendix 3 -Proposed amendments to GEN

Appendix 3
General Rulebook (GEN)
*In this attachment underlining indicates new text and striking through indicates deleted text.

Appendix 3

1. INTRODUCTION
   1.1 Application
   This Rulebook ("GEN") applies to every Person to whom the Financial Services and Markets Regulations 2015 ("FSMR") or Market Infrastructure Rules ("MIR") applies and to the same extent as those Regulations or Rules, except to the extent that a provision of GEN provides for a narrower application. This Rulebook does not apply to Remote Bodies.
   1.2 Overview of the Rulebook
   Guidance
2. Chapter 2 sets out the Principles for Authorised Persons, and Approved Persons
   and Recognised Persons.
3. Chapter 3 specifies the requirements upon senior management to implement
   effective systems and controls. There are also requirements upon the Authorised Person to apportion material responsibility among its senior management.
4. Chapter 4 contains mainly guidance in respect of interpretation of the Rulebook,
   emergency procedures, disclosure, the location of offices, Close Links, Complaints against the Regulator and the public records maintained by the Regulator in accordance with section 196 of the FSMR.
5. Chapter 5 specifies the Regulator's authorisation requirements for any applicant
   intending to become an Authorised Person, the threshold conditions required for such authorisation and requirements relating to Approved Persons and Recognised Persons. … Principle 12 – Remuneration practices
   2.2.12 An Authorised Person must have a Remuneration structure and strategies which are well
   aligned with the long term interests of the Authorised Person, and are appropriate to the nature, scale and complexity of its business.
   2.3 Principles for Approved Persons and Recognised Persons – application
   2.3.1 The six Principles for Approved Persons and Recognised Persons set out in Rule
   2.4 apply to every Approved Person and in respect of every Controlled Function and every
   Recognised Person in respect of every Recognised Function.
   Guidance
6. The Principles for Approved Persons and Recognised Persons do not apply to an
   Approved Person or a Recognised Person in respect of any other functions he they

Appendix 3
may carry out, although histheir conduct in those functions may be relevant to histheir fitness and propriety.
2. Breaching a Principle for Approved Persons and Recognised Persons makes an
Approved Person liable to disciplinary action and may indicate that he isthey are no longer fit and proper to perform a Controlled Function, and the Regulator, may consider suspending or withdrawing Approved Person status on that basis.
3. In those circumstances, the onus is on the Regulator to show that the Approved
Person is culpable, taking into account the standard of conduct required under the Principle in question. In determining whether or not the particular conduct of an Approved Person complies with the Principles for Approved Persons and Recognised Persons, the Regulator will take account of whether that conduct is consistent with the requirements and standards relevant to histheir Authorised Person, histheir own role and the information available to himthem.
4. An Approved Person or Recognised Person breaching a Principle makes that
person liable to disciplinary action and may indicate that they are no longer fit and proper to perform the related function; the Authorised Person should consider suspending or withdrawing their status as an Approved Person or Recognised Person on that basis.
2.4 The Principles for Approved Persons and Recognised Persons
Principle 1 - Integrity
2.4.1 Each Approved Person and Recognised Person must observe high standards of integrity
and fair dealing in carrying out every Controlled Function or Recognised Function. Principle 2 - Due skill, care and diligence
2.4.2 Each Approved Person and Recognised Person must act with due skill, care and diligence
in carrying out every Controlled Function or Recognised Function.
Principle 3 - Market conduct
2.4.3 Each Approved Person and Recognised Person must observe proper standards of
conduct in the ADGM Financial System in carrying out every Controlled Function or Recognised Function. Principle 4 - Relations with the Regulator
2.4.4 Each Approved Person and Recognised Person must deal with the Regulator in an open
and co-operative manner and must disclose appropriately any information of which the Regulator would reasonably be expected to be notified. Principle 5 - Management, systems and control
2.4.5 Each Approved Person and Recognised Person who has significant responsibility must
take reasonable care to ensure that the business of the Authorised Person for which he isthey are responsible is organised so that it can be managed and controlled effectively.

Appendix 3
Principle 6 - Compliance
2.4.6 Each Approved Person and Recognised Person who has significant responsibility must
take reasonable care to ensure that the business of the Authorised Person for which he isthey are responsible complies with any Regulations or Rules. …
5. AUTHORISATION AND THRESHOLD CONDITIONS
5.1 Application
5.1.1 (1) This Chapter applies, subject to (2), to every Person that is:
(a) an Authorised Person;
(b) an applicant for a Financial Services Permission; (c) an Approved Person; (d) an applicant for Approved Person status; or (e) a Recognised Person; (f) an applicant for Recognised Person status; or (ge) a Controller of a Person referred to in (a) or (b). (2) This Chapter does not apply to Recognised Bodies or operators of a Representative Office. (3) Upon the granting of a Financial Services Permission to an applicant, such applicant will be required to satisfy the requirements of the provisions in this
Chapter on an on-going basis.
Guidance

1. This Chapter outlines the authorisation requirements for Authorised Persons, and
   Approved Persons and Recognised Persons.
2. The Regulator's requirements for authorisation of:
   a. Recognised Bodies are covered by MIR; and b. Representative Offices are covered by Chapter 9.
3. This Chapter should be read in conjunction with the GPM which sets out the
   Regulator's general regulatory policy and processes. Some additional processes may be outlined in other Chapters of this Rulebook.

Appendix 3
4. The GPM sets out the Regulator's approach to the authorisation of Undertakings
and individuals to conduct Regulated Activities, or Controlled Functions or Recognised Functions, as the case may be. …
5.3 Controlled Functions and Approved Persons
5.3.1 (1) Pursuant to Part 5 of the FSMR, the functions specified in Rules 5.3.2 to
5.3.45.3.9 are Controlled Functions.
(2) Performance of Controlled Functions are subject to approval by the Regulator. (3) Where an individual who has been approved pursuant to Rule 5.3.1(2) has his Controlled Function withdrawn or varied, the Authorised Person must notify the Regulator in writing within 10 days of such withdrawal or variation. (4) A Controlled Function shall not include a function performed by a registered insolvency practitioner (subject to the restrictions defined within section 289 of the Insolvency Regulations 2015) if the practitioner is:
(a) appointed as a receiver or administrative receiver within the meaning of
Part 2 of the Insolvency Regulations 2015;
(b) appointed as a liquidator in relation to a members' voluntary Winding-Up within the meaning of Chapter 3 of Part 3 of the Insolvency Regulations 2015; (c) appointed as a liquidator in relation to a creditors' voluntary Winding-Up within the meaning of Chapter 4 of Part 3 of the Insolvency Regulations 2015; or (d) appointed as a liquidator or provisional liquidator in relation to a compulsory Winding-Up within the meanings of Chapter 6 of Part 3 of the Insolvency Regulations 2015. (5) A Controlled Function shall not include a function performed by an individual appointed to act as manager of the business of an Authorised Person or Recognised Body. Guidance The Regulator will approve an Approved Person for the performance of Controlled Functions. However, the Regulator expects that the Authorised Person will carry out proper due diligence to satisfy itself that the individual will be able to carry out his role effectively, is fit and proper to do so, and that there are no conflicts of interest or that any actual or potential conflicts of interest are appropriately managed.

Appendix 3
Senior Executive Officer
5.3.2 The Senior Executive Officer function is carried out by an individual who:
(1) has, either alone or jointly with other Approved Persons, ultimate responsibility for the day-to-day management, supervision and control of one or more (or all) parts of an Authorised Person's Regulated Activities carried on in or from the ADGM; and (2) is a Director, Partner or Senior Manager of the Authorised Person. Licensed Director
5.3.3 Subject to Rule 5.5.4, the Licensed Director function is carried out by an individual who is
a Director of an Authorised Person which is a Body Corporate.
Licensed Partner
5.3.4 The Licensed Partner function is carried out, in the case of an Authorised Person which is
a Partnership, by an individual specified in Rule 5.5.5.
Finance Officer
5.3.5 The Finance Officer function is carried out by an individual who is a Director, Partner or
Senior Manager of an Authorised Person who has responsibility for the Authorised Person's compliance with the applicable Rules in PRU or PIN. Compliance Officer
5.3.6 The Compliance Officer function is carried out by an individual who is a Director, Partner
or Senior Manager of an Authorised Person who has responsibility for compliance matters in relation to the Authorised Person's Regulated Activities. Senior Manager
5.3.7 The Senior Manager function is carried out by an individual who is responsible either
alone or jointly with other individuals for the management, supervision or control of one or more parts of an Authorised Person's Regulated Activities who is:
(1) an Employee of the Authorised Person; and (2) not a Director or Partner of the Authorised Person. Guidance In respect of a Fund, the Regulator would expect the Fund Manager to appoint at least one individual other than the Senior Executive Officer to carry out Senior Manager functions in relation to the Fund such as managing operational risk and other internal controls.

Appendix 3
Money Laundering Reporting Officer
5.3.8 The Money Laundering Reporting Officer function is carried out by an individual who is a
Director, Partner or Senior Manager of an Authorised Person and who has responsibility for the implementation of an Authorised Person's anti-money laundering policies, procedures, systems and controls and day to day oversight of its compliance with the Rules in AML and any relevant anti-money laundering Rules. Responsible Officer
5.3.9 The Responsible Officer function is carried out by an individual who:
(1) has significant responsibility for the management of one or more aspects of an Authorised Person's affairs; (2) exercises a significant influence on the Authorised Person as a result of (1); and (3) is not an Employee of the Authorised Person. Guidance

1. The Controlled Function of a Responsible Officer applies to an individual employed
   by a Controller or other Group company who is not an Employee of the Authorised Person, but who has significant responsibility for, or for exercising a significant influence on, the management of one or more aspects of the Authorised Person's business.
2. Examples of a Responsible Officer might include an individual responsible for the
   overall strategic direction of an Authorised Person or a regional manager to whom a Senior Executive Officer reports and from whom he takes direction.
   5.3.10 An Approved Person may perform one or more Controlled Functions for one or more
   Authorised Persons. Carrying on a Controlled Function does not prevent a Person from also performing any Recognised Function. Guidance
3. In considering whether to grant an individual Approved Person status with respect
   to more than one Authorised Person, the Regulator will consider each Controlled Function and any Recognised Function to be carried out and the allocation of responsibility for that individual among the relevant Authorised Persons. In this situation the Regulator will need to be satisfied that the individual will be able to carry out his roles effectively, is fit and proper to do so, and that there are no conflicts of interest or that any actual or potential conflicts of interest are appropriately managed.
   5.4 [Deleted] Recognised Functions and Recognised Persons
   5.4.1 Pursuant to Part 5 of FSMR, the functions as listed in Rules 5.4.5 to 5.4.9 are Recognised
   Functions.

Appendix 3
5.4.2 Performance of Recognised Functions shall be subject to approval by the relevant
Authorised Person in respect of which the Recognised Function is to be performed.
5.4.3 Where an individual is approved pursuant to Rule 5.4.2 or has his Recognised Function
varied, the Authorised Person must notify the Regulator in writing within 10 days of such approval or variation.
5.4.4 A Recognised Function shall not include a function performed by a registered insolvency
practitioner (subject to the restrictions defined within section 289 of the Insolvency Regulations 2015) if the practitioner is:
(1) appointed as a receiver or administrative receiver within the meaning of Part 2 of the Insolvency Regulations 2015; (2) appointed as a liquidator in relation to a members' voluntary Winding-Up within the meaning of Chapter 3 of Part 3 of the Insolvency Regulations 2015; (3) appointed as a liquidator in relation to a creditors' voluntary Winding-Up within the meaning of Chapter 4 of Part 3 of the Insolvency Regulations 2015; or (4) appointed as a liquidator or provisional liquidator in relation to a compulsory Winding-Up within the meanings of Chapter 6 of Part 3 of the Insolvency Regulations 2015. Finance Officer
5.4.5 The Finance Officer function is carried out by an individual who is a Director, Partner or
Senior Manager of an Authorised Person who has responsibility for the Authorised Person's compliance with the applicable Rules in PRU or PIN. Compliance Officer
5.4.6 The Compliance Officer function is carried out by an individual who is a Director, Partner
or Senior Manager of an Authorised Person who has responsibility for compliance matters in relation to the Authorised Person's Regulated Activities. Senior Manager
5.4.7 The Senior Manager function is carried out by an individual who is responsible either
alone or jointly with other individuals for the management, supervision or control of one or more parts of an Authorised Person's Regulated Activities who is:
(1) an Employee of the Authorised Person; and (2) not a Director or Partner of the Authorised Person. Guidance In respect of a Fund, the Regulator would expect the Fund Manager to appoint at least one individual other than the Senior Executive Officer to carry out Senior Manager

Appendix 3
functions in relation to the Fund such as managing operational risk and other internal controls. Money Laundering Reporting Officer
5.4.8 The Money Laundering Reporting Officer function is carried out by an individual who is a
Director, Partner or Senior Manager of an Authorised Person and who has responsibility for the implementation of an Authorised Person's anti-money laundering policies, procedures, systems and controls and day to day oversight of its compliance with the Rules in AML and any relevant anti-money laundering Rules. Responsible Officer
5.4.9 The Responsible Officer function is carried out by an individual who:
(1) has significant responsibility for the management of one or more aspects of an Authorised Person's affairs; (2) exercises a significant influence on the Authorised Person as a result of (1); and (3) is not an Employee of the Authorised Person. Guidance

1. The Recognised Function of a Responsible Officer applies to an individual
   employed by a Controller or other Group company who is not an Employee of the Authorised Person, but who has significant responsibility for, or for exercising a significant influence on, the management of one or more aspects of the Authorised Person's business.
2. Examples of a Responsible Officer might include an individual responsible for the
   overall strategic direction of an Authorised Person or a regional manager to whom a Senior Executive Officer reports and from whom he takes direction.
   5.4.10 An Authorised Person must notify the Regulator prior to approval of an individual, for
   one or more Recognised Functions, when the individual is currently an Approved Person or Recognised Person for one or more other Authorised Persons. Guidance
3. The Regulator expects an Authorised Person when considering whether to approve
   an individual as a Recognised Person and who is already an Approved Person or Recognised Person with one or more other Authorised Persons, will consider each Recognised Function and any Controlled Functions
4. The Regulator also expects that the Authorised Person will assess whether the
   individual will be able to carry out his roles effectively, is fit and proper to do so, and that there are no conflicts of interest or that any actual or potential conflicts of interest are appropriately managed.

Appendix 3
5.5 Mandatory appointments
5.5.1 (1) An Authorised Person must, subject to (2), make the following appointments and
ensure that they are held by one or more Approved Persons or Recognised Persons at all times:
(a) Senior Executive Officer;
(b) Finance Officer;
(c) Compliance Officer; and
(d) Money Laundering Reporting Officer.
(2) An Authorised Person which is a Credit Rating Agency:
(a) need not make the appointments referred to in (1)(b) and (d); and (b) must ensure that the appointments referred to in (1)(a) and (c) are held by separate persons at all times. (3) An Authorised Person which is a Fund Manager of a Venture Capital Fund need not make the appointment referred to in (1)(b). Guidance

1. This Guidance addresses a range of circumstances:
   a. one individual performing more than one function in a single Authorised Person, as contemplated in Rule 5.5.1; b. more than one individual performing one function in a single Authorised Person, not addressed by that Rule; and
   c. one individual performing a single function in more than one Authorised
   Person, also not addressed by that Rule.
2. The Regulator or relevant Authorised Person, as applicable, will only authorise an
   individual to perform more than one Controlled Function or Recognised Function or combine Controlled Functions with other functions (including Recognised Functions) where it is satisfied that the individual is fit and proper to perform each Controlled Function, Recognised Function or combination of Controlled Functions and Recognised Functions.
3. In the above situation the Regulator or relevant Authorised Person, as applicable,
   will need to be satisfied that the individual will be able to carry out his role effectively, is fit and proper to do so, and that there are no conflicts of interest or that any actual or potential conflicts of interest are appropriately managed.

Appendix 3
4. Notwithstanding this Rule, an Authorised Person would generally be expected to
separate the roles of Compliance Officer and Senior Executive Officer. In addition, the roles of Compliance Officer, Finance Officer and Money Laundering Reporting Officer would not be expected to be combined with any other Controlled Functions or Recognised functions unless appropriate monitoring and control arrangements independent of the individual concerned will be implemented by the Authorised Person. This may be possible in the case of a Branch, where monitoring and controlling of the individual (carrying out more than one role in the Branch) is conducted from the Authorised Person's home state by an appropriate individual for each of the relevant Controlled Functions or Recognised Functions, as applicable. However, it is recognised that, on a case by case basis, there may be exceptional circumstances in which this may not always be practical or possible.
5. In what it considers to be exceptional circumstances, the relevant Authorised
Person may register more than one individual to perform the Controlled Function of Compliance Officer in respect of different internal business divisions within that Authorised Person, particularly where it is large in size. In this regard the relevant Authorised Person may consider, amongst other things, the nature, scale and complexity of its activities, the clarity of demarcation between areas of responsibility, the potential for gaps in responsibility, and processes of communication with the Regulator.
6. More than one Authorised Person may also register the same individual as its
Compliance Officer. This will only be performed where the Authorised Persons concerned are satisfied that the individual is able to carry out his functions effectively in each Authorised Person taking into consideration factors such as the amount and nature of business conducted by the Authorised Persons. Each Authorised Person has a duty under Rules 3.3.7 to 3.3.12 to monitor its compliance arrangements to ensure, as far as reasonably practicable, that it complies with all Regulations and Rules.
5.5.2 The Approved Persons and Recognised Persons referred to in Rule 5.5.1(1)(a), (c)
and (d) must be resident in the U.A.E.
Guidance

1. In appropriate circumstances, the Regulator may waive the requirement for a
   Compliance Officer or Money Laundering Reporting Officer to be resident in the U.A.E. In determining whether to grant a Waiver, the Regulator will consider a range of factors on a case by case basis focused on whether the Authorised Person can demonstrate that it has appropriate compliance arrangements (see Rules 3.3.7 to 3.3.12). These factors may include, but are not limited to: the nature, scale and complexity of the activities of the Authorised Person; the ability of a remote officer to carry out his functions in differing time zones and a differing working week; the size, resourcing and capabilities of a remote compliance function; the ability of a remote officer to liaise and communicate readily with the Regulator; and the competency and capability of a remote officer and whether the remote officer is able effectively to undertake or supervise regular compliance monitoring and keep up to date with applicable Rules.

Appendix 3
2. The Regulator will also take into account factors such as the relevant regulatory
experience of the proposed Approved Person or Recognised Person, as applicable, and whether the applicant Authorised Person has previously been subject to financial services regulation.
3. An Authorised Person should also be aware of the residency requirement for an
MLRO under AML 12.1.1(2).
5.5.3 In the case of a Trust Service Provider, the RecognisedApproved Persons referred to in
Rule 5.5.1(1)(c) and (d) must not act also as trustees on behalf of the Trust Service Provider. … Systems and controls
5.6.13 An Authorised Person must have appropriate arrangements in place to ensure that an
individual assessed as being competent under Rule 5.6.8 maintains his competence.
5.6.14 An Authorised Person must ensure, in the case of individuals seeking to perform the
Controlled Functions of Senior Executive Officer, Money Laundering Reporting Officer or Compliance Officer that such individuals are able to demonstrate sufficient knowledge of relevant anti-money laundering requirements. Guidance In considering whether individuals have sufficient knowledge of relevant anti-money laundering requirements, the Authorised Person may be satisfied where the individual can demonstrate receipt of appropriate training specifically relevant to such requirements. …
5.7 Application for Recognised Person status
5.7.1 Appointment of new Recognised Persons must be made in accordance with applicable
governance procedures and policies of the Authorised Person.
5.7.2 The Authorised Person must be satisfied that an individual candidate for Recognised
Person status is a fit and proper person to carry out the role.
Consideration and assessment of applications
5.7.3 An individual shall only be approved to carry on one or more Recognised Functions if the
Authorised Person is satisfied that the individual is fit and proper to be a Recognised Person. In making this assessment, the Authorised Person must consider:
(1) the individual's integrity;
(2) the individual's competence and capability; (3) the individual's financial soundness;

Appendix 3
(4) the individual's proposed role within the Authorised Person; and (5) any other relevant matters. Guidance Authorised Persons may refer to the GPM for more detail as to how these requirements may be interpreted.
5.7.4 In Rule 5.7.3, an individual may not be considered as fit and proper where:
(1) he is bankrupt;
(2) he has been convicted of a serious criminal offence; or (3) he is incapable, through mental or physical incapacity, of managing his affairs.
5.7.5 In assessing an application for Recognised Person status, the Authorised Person may:
(1) make any enquiries which it considers appropriate, including enquiries independent of the applicant; (2) require the individual to provide additional information; (3) require any information provided in accordance with (b) or otherwise to be verified in any way as it chooses to specify; and (4) take into account any information which it considers appropriate.
5.7.6 An Authorised Person must not permit an individual to perform a Recognised Function on
its behalf, except as permitted by Rule 8.6 or with the consent of the Regulator, unless that individual is a Recognised Person who has been assessed by the Authorised Person as competent to perform that Recognised Function in accordance with Rule 5.7.5.
5.7.7 In assessing the competence of an individual, an Authorised Person must:
(1) obtain details of the knowledge and skills of the individual in relation to the knowledge and skills required for the role; (2) take reasonable steps to verify the relevance, accuracy and authenticity of any information acquired; (3) determine whether the individual holds any relevant qualifications with respect to the Recognised Function or Recognised Functions performed, or proposed to be to performed, within the Authorised Person; (4) determine the individual's relevant experience; and

Appendix 3
(5) determine the individual's knowledge of the Authorised Person's relevant systems and procedures with respect to the type of business that is to be, or is being, conducted by the individual on behalf of the Authorised Person.
5.7.8 An Authorised Person must be satisfied that a Recognised Person:
(1) continues to be competent in his proposed role; (2) has kept abreast of relevant market, product, technology, legislative and regulatory developments; and (3) is able to apply his knowledge.
5.7.9 The Authorised Person is responsible for the conduct of its Recognised Persons and for
ensuring that they remain fit and proper to carry out their role.
Guidance
In considering whether a Recognised Person remains fit and proper, the Authorised Person should consider the guidance applicable to Approved Persons in the GPM and the notification requirements in Rule 8.10.
5.7.10 Before appointing an individual as a Recognised Person approved to carry out
Recognised Functions, an Authorised Person must make reasonable enquiries as to an individual's fitness and propriety to carry out a Recognised Function.
5.7.11 An Authorised Person must not appoint an individual as a Recognised Person if it has
reasonable grounds to believe that the individual is not fit and proper to carry out the Recognised Function. Systems and controls
5.7.12 An Authorised Person must have appropriate arrangements in place to ensure that an
individual assessed as being competent under Rule 5.7.7 maintains his competence.
5.7.13 An Authorised Person must ensure, in the case of individuals seeking to perform the
Recognised Functions of Money Laundering Reporting Officer or Compliance Officer, that such individuals are able to demonstrate sufficient knowledge of relevant anti-money laundering requirements. Guidance In considering whether individuals have sufficient knowledge of relevant anti-money laundering requirements, the Authorised Person may be satisfied where the individual can demonstrate receipt of appropriate training specifically relevant to such requirements.
5.7.14 An Authorised Person must establish and maintain systems and controls which will enable
it to comply with Rules 5.7.6 to 5.7.9.
5.7.15 (1) An Authorised Person must keep records of the assessment process undertaken
for each individual under this Chapter.

Appendix 3
(2) These records must be kept for a minimum of six years from the date of the assessment. …
8.6 Temporary cover
8.6.1 (1) An Authorised Person may, subject to (2), appoint an individual who is not an
Approved Person or a Recognised Person to carry out the functions of an Approved Person or a Recognised Person, as applicable, where the following conditions are met:
(a) the absence of the Approved Person or Recognised Person is temporary or reasonably unforeseen; (b) the functions are carried out for a maximum of twelve weeks in any consecutive twelve months; and (c) the Authorised Person has assessed that the individual has the relevant skills and experience to carry out these functions. (2) An Authorised Person may not appoint under (1) an individual to carry out the Controlled Functions of a Licensed Director or Licensed Partner. (3) The Authorised Person must take reasonable steps to ensure that the individual complies with all the Rules applicable to Approved Persons or Recognised Persons, as applicable. (4) Where an individual is appointed as an Approved Person or Recognised Person under this Rule, the Authorised Person must notify the Regulator in writing of the name and contact details of the individual appointed. …

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Appendix 4 -Proposed amendments to GLO

Appendix 4
GLOSSARY (GLO)
*In this attachment underlining indicates new text and striking through indicates deleted text.

Appendix 4

1. INTRODUCTION
   1.1 Application
   1.1.1 This Rulebook ("GLO") applies to every Person to whom any of the Rulebooks apply.
   1.2 Defined Terms
   1.2.1 In the Rulebooks:
   (1) a word or phrase which is defined in GLO is a defined term and has the meaning given in GLO; and (2) a word or phrase which relates to a defined term must be interpreted accordingly. …. Defined Terms Definitions Compliance Officer Means in relation to an Authorised Person, the RecognisedControlled Function described in GEN 5.4.65.3.6. Controlled Function Means the Senior Executive Officer, Licensed Director and, Licensed Partner, Finance Officer, Compliance Officer, Senior Manager, Money Laundering Reporting Officer and Responsible Officer functions described in GEN 5.3. Finance Officer Means in relation to an Authorised Person, the RecognisedControlled Function described in GEN 5.4.55.3.5. Money Laundering Reporting Officer Means, for the purposes of an Authorised Person other than a Credit Rating Agency, the RecognisedControlled Function described in GEN 5.4.85.3.8. Principle In relation to:
   (a) an Authorised Person or Approved Person or Recognised Person, means a principle prescribed in GEN Chapter 2; and (b) a Representative Office, means a principle prescribed in GEN Chapter 9. Recognised Function Means the Finance Officer, Compliance Officer, Senior Manager, Responsible Officer and Money Laundering Reporting Officer functions described in GEN 5.4. Recognised Person Means an individual who has been approved by an Authorised Person to perform one or more Recognised Functions for an Authorised Person. Regulatory Filings Means the return or report to be submitted to the Regulator, in relation to:

Appendix 4
(a) AML, in accordance with Rule 4.6.1;
(b) CIB, in accordance with Rules 2.3.5(3), (4) and (5), 2.3.7, 2.3.8, 7.2.3, 7.3.2, 7.3.3, and 7.3.5; (c) GEN, in accordance with Rules 6.6.6, 6.6.7,6.6.1 and 8.8.12; (d) PIN, in accordance with Rules 6.6.1, 6.6.7, 6.7.2(1), 7.2.3 and 7.3.5; (e) PRU, in accordance with Rules 2.3.7, 3.21.1, 10.3.2(3) and 10.4.2(3). Responsible Officer Means the Approved Function described in GEN 5.4.95.3.9. Senior Manager Means in relation to an Authorised Person, the RecognisedControlled Function described in GEN 5.4.75.3.7. …

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Appendix 5 -Proposed amendments to IFR

Appendix 5
Islamic Finance Rules (IFR)
*In this attachment underlining indicates new text and striking through indicates deleted text.

Appendix 5
…
3.3 Systems and controls
3.3.1 An Authorised Person or Recognised Body Conducting Islamic Financial Business
must establish and maintain systems and controls which enable it to comply with the applicable Shari'a requirements. Guidance (a) This chapter should be read in conjunction with GEN 3. (b) Responsibility for ensuring that an Islamic Financial Institution, Islamic Window or the part of a Recognised Body’s business Conducting Islamic Financial Business, complies with Shari'a ultimately rests with the senior management of that Authorised Person or Recognised Body, as relevant. The systems and controls required by IFR 3.3.1 will assist senior management to ensure that there is such compliance. (c) The Governing Body should, when setting the business objectives and strategies of an Islamic Financial Institution, an Islamic Window or for a Recognised Body Conducting Islamic Financial Business and on an on-going basis, make use of the expertise of the Shari’a Supervisory Board of the Islamic Financial Institution, Islamic Window or Recognised Body, as appropriate. (d) Similarly, Approved Person(s) or Recognised Person(s) performing Controlled Function(s) or Recognised Function(s) within the Islamic Financial Institution, Islamic Window or Recognised Body, particularly compliance and internal audit, should have easy access to the Shari'a Supervisory Board in relation to matters involving Shari'a compliance. (e) The members of the Shari’a Supervisory Board of an Islamic Financial Institution, Islamic Window or Recognised Body should also have adequate access to the Governing Body, senior management and the Persons performing Control Functions as appropriate to ensure that their roles can be effectively discharged. …

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Appendix 6 - Proposed amendments to MIR

Appendix 6
Market Infrastructure Rulebook (MIR)
*In this attachment underlining indicates new text and striking through indicates deleted text.

Appendix 6
…
Determination of application to act as a Key Individual
2.3.5 The Regulator may approve an application for appointment as a Key Individual only if
it is satisfied that the person in respect of whom the application is made is a fit and proper person to act as a Key Individual for the Regulatory Function to which the application relates. In order to be considered fit and proper, a Key Individual must adhere to the six Principles for Approved Persons and Recognised Persons set out in GEN 2.4 in respect of every Regulatory Function. For the purposes of this Rule and Rule 2.3.8, all references in GEN 2.4 to “Approved Persons” and “Controlled Functions” shall be read as references to “Key Individuals” and “Regulatory Functions” respectively. …