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  • Amendment Laws

    • Collective Investment Law Amendment Law, DIFC Law No. 9 of 2018

      Click here to view the Enactment Notice in PDF format.

      Click here to view the Amendment Law in PDF format.

    • Regulatory Law Amendment Law, DIFC Law No.6 of 2018

      Click here to view the Amendment Law in PDF format.

      Click here to view the Enactment Notice in PDF format.

    • DIFC Laws Amendment Law DIFC Law No. 1 of 2014

      Click here to view the Amendment Law in PDF format.

      Click here to view the Enactment Notice in PDF format.

    • DIFC Laws Amendment Law DIFC Law No. 2 of 2013

      Click here to view the Amendment Law in PDF format.

      Click here to view the Enactment Notice in PDF format.

    • DIFC Laws Amendment Law DIFC Law No. 7 of 2012

      Click here to view the Amendment Law in PDF format.

      Click here to view the Enactment Notice in PDF format.

    • Regulatory Law Amendment Law DIFC Law No. 2 of 2012

      Click here to view the PDF Version.
      Click here to view the Enactment Notice.

    • Regulatory Law Amendment Law DIFC Law No. 2 of 2011

      Click here to view PDF version of the Enactment Notice.

      Click here to view PDF version of the Amendment law.

      • Enactment Notice

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai
        hereby enact
        on this 29th day of November 2011
        in the form now attached
        the
        Regulatory Law Amendment Law
        DIFC Law No. 2 of 2011

        This Law shall come into force on the 28th day after enactment
        (not counting the day of enactment for this purpose)

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1: General

        1. Title

        This Law may be cited as the "Regulatory Law Amendment (No.2) Law of 2011".
        2. Legislative Authority

        This Law is made by the Ruler of Dubai.
        3. Date of enactment

        This Law is enacted on the date specified in the Enactment Notice in respect of this Law.
        4. Commencement

        This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2: Amendments to Regulatory Law 2004

        5. In the Regulatory Law 2004 insert the underlined text and delete the struck through text as follows:

        8. The Powers, Functions and Objectives of the DFSA
        (1) The DFSA has such functions and powers as are conferred, or expressed to be conferred, on it:
        (a) by or under the Law; and
        (b) by or under any other law made by the Ruler.
        (2) The DFSA has power to do whatever it deems necessary for or in connection with, or reasonably incidental to, performing its functions and exercising its powers conferred in accordance with (1).
        (3) In performing its functions and exercising its powers, the DFSA shall pursue the following objectives:
        (a) to foster and maintain fairness, transparency and efficiency in the financial services industry (namely, the financial services and related activities carried on) in the DIFC;
        (b) to foster and maintain confidence in the financial services industry in the DIFC;
        (c) to foster and maintain the financial stability of the financial services industry in the DIFC, including the reduction of systemic risk;
        (d) to prevent, detect and restrain conduct that causes or may cause damage to the reputation of the DIFC or the financial services industry in the DIFC, through appropriate means including the imposition of sanctions;
        (e) to protect direct and indirect users and prospective users of the financial services industry in the DIFC;
        (f) to promote public understanding of the regulation of the financial services industry in the DIFC; and
        (g) to foster and maintain the objectives of the DIFC under Dubai Law in relation to the exercise or performance of any powers or functions conferred upon the DFSA by Dubai Law or DIFC Law; and
        (h) to pursue any other objectives as the Ruler may from time to time set under DIFC Law.
        (4) In exercising its powers and performing its functions, the DFSA shall take into consideration the following guiding principles, being the desirability of:
        (a) pursuing the objectives of the DIFC as set out under Dubai Law in so far as it is appropriate and proper for the DFSA to do so;
        (b) fostering the development of the DIFC as an internationally respected financial centre;
        (c) co-operating with and providing assistance to regulatory authorities in the United Arab Emirates and other jurisdictions;
        (d) minimising the adverse effects of the activities of the DFSA on competition in the financial services industry;
        (e) using its resources in the most efficient way;
        (f) ensuring the cost of regulation is proportionate to its benefit;
        (g) exercising its powers and performing its functions in a transparent manner; and
        (h) complying with relevant generally accepted principles of good governance.
        ……….
        12. Liability
        (1) Subject to Article 12(2), the DFSA may be sued in its own name.
        (2) Neither the DFSA nor any officer, director, DFSA tribunal or committee members, employee, delegate or agent of the DFSA can be held liable for anything done or omitted to be done in the performance or purported performance of the functions or in the exercise or purported exercise of any power of the DFSA or any power or function delegated to the DFSA.
        (3) Article 12(2) does not apply if the act or omission is shown to have been in bad faith.
        ……….
        20. The Powers and Functions of the DFSA Board of Directors
        (1) The general powers and functions of the DFSA Board of Directors are to:
        (a) ensure that the DFSA exercises its statutory powers and performs its statutory functions in accordance with its objectives;
        (b) make policies relating to the regulation of financial services and related activities and any other matters over which the DFSA has exclusive jurisdiction;
        (c) make provision for the consideration of, adjudication on and the application of penalties in relation to disciplinary and other matters concerning Authorised Firms, Authorised Market Institutions, Authorised Individuals and other persons;
        (d) (c) review the performance of the Chief Executive;
        (e) (d) give the Chief Executive written directions as to the furtherance of any of the DFSA's objectives or the performance of any of the Chief Executive's statutory functions. Such written directions shall not constitute Rules; and
        (f) (e) arrange for the DFSA to enter into binding and non-binding arrangements, including memoranda of understanding and cooperation with similar bodies provided they do not conflict with the treaties to which the United Arab Emirates is a party.; and
        (f) accept a delegation of powers or functions from another person pursuant to Dubai Law.
        (2) The legislative powers and functions of the DFSA Board of Directors are, so far as is reasonably practicable, to:
        (a) review and, where appropriate, submit draft laws to the President with a recommendation that they be approved and enacted;
        (b) review and, where appropriate, approve and make Rules;
        (c) review and, where appropriate, approve and issue standards and codes of practice of the DFSA; and
        (d) make written submissions to the President in relation to legislative matters outside the scope of its own legislative powers.
        (3) Except in respect of the powers and functions set out in Article 20(1)(c) and (d) and Article 20(2), the DFSA Board of Directors may delegate to a committee of the DFSA Board of Directors or to the Chief Executive such of its powers or functions as may appropriately and more efficiently and effectively be exercised or performed by such committee or the Chief Executive.
        (4) The DFSA Board of Directors may act through the Chairman of the DFSA.
        ……….
        36. The Powers and Functions of the Chief Executive

        The powers and functions of the Chief Executive are, so far as is reasonably practicable, to:
        (a) exercise the executive power of the DFSA by taking such steps as are reasonable and which he considers appropriate to meet the objectives of the DFSA;
        (b) license, authorise, register, recognise, regulate and supervise the conduct of activities and persons required to be regulated by the DFSA by or under Dubai Law or DIFC Law the Law or under any other legislation administered by the DFSA carried on by Authorised Firms, Authorised Market Institutions, Ancillary Service Providers, Authorised Individuals, Recognised Bodies and Recognised Members;
        (c) prepare or cause to be prepared in a timely and efficient manner:
        (i) draft Rules; and
        (ii) draft standards or codes of practice;
        reasonably required to enable the DFSA to perform its statutory functions, and submit such drafts to the DFSA Board of Directors;
        (d) make and issue Guidance which does not constitute a standard or code of practice, and which is reasonably required to enable the DFSA to perform its statutory functions, and advise the DFSA Board of Directors of such Guidance;
        (e) grant waivers and modifications to the application of Rules;
        (f) exercise any power to grant waivers or modifications to the application of other legislation applying in the DIFC where such a power is conferred on the DFSA by that legislation, and advise the DFSA Board of Directors of any such exercise of power;
        (g) investigate or cause to be investigated matters capable of investigation under the Law any legislation administered by the DFSA and, where appropriate, commence proceedings before the Financial Markets Tribunal and any other tribunals or courts of appropriate jurisdiction;
        (h) where appropriate to do so, delegate such of his functions and powers as may more efficiently and effectively be performed by officers or employees of the DFSA and, with the approval of the DFSA Board of Directors either generally or in relation to any particular matter, by any other person; and
        (i) exercise and perform such other powers and functions as may be delegated to the Chief Executive by the DFSA Board of Directors from time to time.
        ……….
        38 Confidential Information
        (1) Subject to Article 38(3), confidential information must not be disclosed by the DFSA or by any of its officers, employees or agents, or by any person coming into possession of the information, without the consent of the person to whom the duty of confidentiality is owed.
        (2) Information is confidential when:
        (a) it is received by the DFSA or any of its officers, employees or agents in the course of the performance by such person of a function under the Law or under any other legislation administered by the DFSA; and
        (b) it has not been made available to the public in circumstances in which disclosure is not prohibited under such Law or other legislation.
        (3) The DFSA may disclose confidential information where such disclosure:
        (a) is permitted or required under the Law or Rules or under other legislation administered by the DFSA;
        (b) is permitted or required by any other law;
        (c) is made to:
        (i) the Companies Registrar;
        (ii) a Financial Services Regulator;
        (iii) a governmental or regulatory authority in the United Arab Emirates or elsewhere exercising powers and performing functions relating to anti-money laundering;
        (iv) a self-regulatory body or organization exercising and performing powers and functions in relation to financial services; or
        (v) a civil or criminal law enforcement agency, in the United Arab Emirates or elsewhere; or
        (vi) a governmental or other regulatory authority including a self-regulatory body or organisation exercising powers and performing functions in relation to the regulation of auditors, accountants or lawyers;
        for the purpose of assisting the performance by any such person of its regulatory functions; or
        (d) is made in good faith for the purposes of performance and exercise of the functions and powers of the DFSA.
        39. Exercise of Powers on Behalf of Other Regulators

        At the request of:
        (a) the Companies Registrar;
        (b) a Financial Services Regulator;
        (c) a governmental or regulatory authority in the United Arab Emirates or elsewhere exercising powers and performing functions relating to antimoney laundering;
        (d) a self-regulatory body or organization exercising and performing powers and functions in relation to financial services; or
        (e) a civil or criminal law enforcement agency, in the United Arab Emirates or elsewhere; or
        (f) a governmental or other regulatory authority including a self-regulatory body or organisation exercising powers and performing functions in relation to the regulation of auditors, accountants or lawyers,
        the DFSA may, where it considers appropriate, exercise its powers under the Law or under any other legislation administered by the DFSA for the purpose of assisting the performance by such person of its regulatory functions.
        ……….
        44. The Ancillary Services Prohibition and Ancillary Service Providers
        (1) Subject to Article 44(5), a person shall not carry on an Ancillary Service in or from the DIFC.
        (2) The DFSA shall make Rules prescribing the activities which constitute an Ancillary Service.
        (3) The prohibition in Article 44(1) is referred to in the Law as the "Ancillary Services Prohibition".
        (4) The DFSA may make Rules adding to, removing activities from, or otherwise modifying the list of Ancillary Services made under Article 44(2).
        (5) A person may carry on an Ancillary Service in or from the DIFC if such person is registered as an Ancillary Service Provider or is an Authorised Firm.
        (6) An Ancillary Service Provider shall:
        (a) act within the scope of its authority under its registration; and
        (b) comply with any terms of its registration.
        (7) A person who is not an Ancillary Service Provider shall not represent that he is such a person.
        ……….
        PART 3: LICENCES, AUTHORISATION, REGISTRATION AND RECOGNITION

        ……….

        CHAPTER 8 — REGISTRATION OF ANCILLARY SERVICE PROVIDERS AND DNFBPS
        60. Registration of Ancillary Service Providers and DNFBPs
        (1) An application for registration of an Ancillary Service Provider to carry on one or more Ancillary Services, may be made to the DFSA by any:
        (a) body corporate;
        (b) partnership; or
        (c) unincorporated association.
        (2) The DFSA shall make Rules containing a set of requirements which an application for registration by an Ancillary Service Provider must meet before such application can be accepted and registration granted by the DFSA.
        (3) The DFSA may in its absolute discretion grant or refuse to grant an application for registration by an Ancillary Service Provider.
        (4) The DFSA may make Rules setting out the grounds on which and manner in which the registration of an Ancillary Service Provider may be suspended, varied or withdrawn by the DFSA.
        (5)
        (a) If an Ancillary Service Provider is:
        (i) a partnership; or
        (ii) an unincorporated association;
        it does not need to reapply for registration by reason only of a change to its membership.
        (b) Article 60(5)(a) applies subject to the effect of Article 64.
        (6) The DFSA shall make Rules prescribing the person or class of persons which are designated to be a DNFBP.
        (7) A person who meets the definition of a DNFBP, as defined in the Rules made for the purposes of Article 60(6), must register with the DFSA.
        (8) The DFSA may make Rules prescribing the requirements for registration under Article 60(7).
        ……….
        62. Public Registers
        (1) The DFSA shall publish and maintain a register of current and past grants, withdrawals and suspensions of Licenses and authorisations of all Authorised Firms, Authorised Market Institutions and Authorised Individuals in such manner as may be prescribed in the Rules.
        (2) The DFSA shall publish and maintain a register of current and past grants and withdrawals of registration of all Ancillary Service Providers and DNFBPs in such manner as may be prescribed in the Rules.
        (3) The DFSA shall publish and maintain registers of:
        (a) all persons in relation to whom written notices have been issued under Article 58(1); and
        (b) all persons in relation to whom written notices have been issued under Article 58(2);
        indicating whether any such notice is of past effect or current, in such manner as may be prescribed in the Rules.
        (4) The DFSA shall publish and maintain a register of current and past grants and revocations of recognition of all Recognised Bodies and Recognised Members, in such manner as may be prescribed in the Rules.
        (5) The DFSA shall publish and maintain a register of current and past registrations, suspensions and withdrawals of registrations of auditors in such manner as may be prescribed in the Rules.
        (6) The DFSA shall publish and maintain a register of all Funds which are currently registered and of all Funds where such registration has been withdrawn, in such manner as may be prescribed in the Rules.
        (7) The DFSA shall make a reasonably current version of any registers maintained under Article 62(1), (2), (3), (4), (5) and (6) readily available for viewing by the public during the normal business hours of the DFSA.
        63. Extended jurisdiction
        (1) Any power which the DFSA may exercise in relation to an Authorised Firm, Authorised Market Institution, Ancillary Service Provider, Authorised Individual, DNFBP, Recognised Body, Recognised Member or Domestic Fund under the Law or Rules or other legislation administered by the DFSA may continue to be exercised for a period of two years after the date on which:
        (a) the Licence of such Authorised Firm or Authorised Market Institution;
        (b) the registration of an Ancillary Service Provider or DNFBP;
        (c) the Authorised Individual status of such Authorised Individual;
        (d) the Recognition Notice for the Recognised Body or Recognised Member; or
        (e) the registration of a Domestic Fund;
        is withdrawn by the DFSA under the Law or other legislation administered by the DFSA.
        (2) If, pursuant to the Law, proceedings are commenced before a Financial Markets Tribunal or the Regulatory Appeals Committee before the expiry of the period of two years referred to in Article 63(1), then the provisions of Article 63(1) shall remain in force until such time as the proceedings and any related appeals and proceedings are completed.
        PART 4: GENERAL REGULATION OF FINANCIAL SERVICES AND ANTI-MONEY LAUNDERING PROVISIONS

        ……….
        67. Obligations of Disclosure to the DFSA
        (1)
        (a) Subject to Article 67(2), any of the following persons:
        (a) (i) an Authorised Firm, Authorised Market Institution, or Ancillary Service Provider or DNFBP; or
        (b) (ii) an auditor of any person in (a) (i);
        shall disclose to the DFSA anything matter which reasonably tends to show one of the following a matter specified in (b):
        (b) The relevant matters for the purposes of (a) are:
        (c) (i) a breach, or likely breach of a provision of the Law or Rules or other legislation administered by the DFSA;
        (d) (ii) a failure, or likely failure, to comply with any obligation to which a person is subject under such legislation; or
        (e) (iii) any other matter as the DFSA may prescribe in Rules;
        which may be attributable to the conduct of the person in (a)(i) relevant Authorised Firm, Authorised Market Institution or Ancillary Service Provider or of its directors, officers, employees or agents.
        (2) Article 67(1) shall not apply to the extent that compliance with such requirement would disclose a Privileged Communication.
        (3) A person referred to in Article 67(1)(a) An Authorised Firm, Authorised Market Institution, or Ancillary Service Provider shall establish and implement appropriate systems and internal procedures to enable its compliance, and compliance by its auditor, with Article 67(1).
        (4) Any provision in an agreement between an Authorised Firm, Authorised Market Institution, or Ancillary Service Provider a person referred to in Article 67(1)(a) and a director, officer, employee, agent or auditor is void in so far as it purports to hinder compliance any person from causing or assisting an Authorised Firm, Authorised Market Institution or Ancillary Service Provider, or auditor to comply with an obligation under Article 67(1).
        (5) Without limiting the application of any other provision of this Law, an auditor does not contravene any duty to which the auditor is subject merely because the auditor gives to the DFSA:
        (a) a notification as required under this Article; or
        (b) any other information or opinion in relation to any such matter;
        if the auditor is acting in good faith and reasonably believes that the notification, information or opinion is relevant to any functions of the DFSA.
        (6) No person shall be subjected to detriment or loss or damage merely by reason of undertaking any act to cause or assist an Authorised Firm, Authorised Market Institution, Ancillary Service Provider or auditor a person referred to in Article 67(1)(a) or (b) to comply with an obligation under Article 67(1).
        (7) A Court may, on application of an aggrieved person, make any order for relief where the person has been subjected to any such detriment or loss or damage referred to in Article 67(56).
        ………..
        CHAPTER 2 – ANTI-MONEY LAUNDERING COMPLIANCE
        70. Operation of Federal Law
        (1) Chapter 2 of Part 4 of the Law is made in recognition of the obligations upon the DFSA under Federal Law No. 4 of 2002 'Criminalisation of Money Laundering' of the United Arab Emirates and Decree by Federal Law No. 1 of 2004 'Combating Terrorism Offences'.
        (2) Nothing in the Law affects the operation of:
        (a) Federal Law No. 4 of 2002 of the United Arab Emirates;
        (b) the Penal Code of the United Arab Emirates; or
        (c) any other Federal Law of the United Arab Emirates as applicable in the DIFC in relation to anti-money laundering compliance.
        (3) An Authorised Firm, Authorised Market Institution, Ancillary Service Provider, Authorised Individual, and a Fund, even where it does not have legal personality shall comply with any provision of the Federal Law No. 4 of 2002 of the United Arab Emirates as it applies to such person in the DIFC.
        (4) References to money laundering shall include terrorist financing unless the context otherwise provides or implies.
        71. Reporting by the DFSA of Suspicious Activity

        Where the DFSA detects conduct which it suspects may relate to money laundering, it shall advise the relevant authority exercising powers and performing functions under Federal Law No. 4 of 2002 of the United Arab Emirates without undue delay.
        72. Provisions governing Anti-Money Laundering Measures
        (1) The DFSA shall make Rules in connection with the creation and implementation of anti-money laundering measures, policies and procedures, including Rules as to:
        (a) the persons or classes of persons who shall be subject to any such measures, policies and procedures;
        (b) the nature and extent of any duty, requirement, prohibition, obligation or responsibility applicable to such persons.
        (2) An Authorised Firm, Authorised Market Institution, Ancillary Service Provider, Authorised Individual, and a Fund, even where it does not have legal personality shall comply with any duty, requirement, prohibition, obligation or responsibility to which that person is subject under the Rules.
        70. Jurisdiction
        (1) This chapter is made in recognition of the application in the DIFC of Federal Law No. 4 of 2002 'Criminalisation of Money Laundering' and Decree by Federal Law No. 1 of 2004 'Combating Terrorism Offences'.
        (2) A reference in this chapter to money laundering is to be taken to include terrorist financing unless the context otherwise provides or implies.
        (3) The DFSA has, subject to (4), exclusive jurisdiction for regulation in relation to money laundering in the DIFC.
        (4) Nothing in the Law affects the operation of:
        (a) Federal Law No. 4 of 2002;
        (b) Federal Law No. 1 of 2004;
        (c) the Penal Code of the United Arab Emirates; or
        (d) any other Federal Law that is applicable in the DIFC in relation to money laundering.
        71. Obligations
        (1) A person shall comply with any provision of Federal Law relating to money laundering as it applies to such person in the DIFC.
        (2) A person shall comply with any duty, requirement, prohibition, obligation or responsibility to which that person is subject under the Rules.
        (3) Where the DFSA detects conduct which it suspects may relate to money laundering, it shall advise the relevant authority exercising powers and performing functions under Federal Law No. 4 of 2002 without undue delay.
        72. Rules

        The DFSA shall make Rules in connection with the creation and implementation of anti-money laundering measures, policies and procedures, including Rules as to:
        (a) the persons or classes of persons who shall be subject to any such measures, policies and procedures;
        (b) the nature and extent of any duty, requirement, prohibition, obligation or responsibility applicable to such persons; and
        (c) registration of any or all of such persons with the DFSA.
        PART 5: POWERS OF SUPERVISION AND INVESTIGATION

        CHAPTER 1 – POWERS OF SUPERVISION
        73. Powers to Obtain Information
        (1) The DFSA may require an Authorised Firm, Authorised Market Institution, Ancillary Service Provider, DNFBP, Fund, auditor or any director, officer, employee or agent of such person by written notice to:
        (a) give, or procure the giving of, such specified information; or
        (b) produce, or procure the production of, such specified documents;
        to the DFSA as the DFSA considers necessary or desirable to meet the objectives of the DFSA.
        (2) The DFSA may enter the premises of any Authorised Firm, Authorised Market Institution, Ancillary Service Provider, Fund, DNFBP or Auditor during normal business hours or at any other time as may be agreed for the purpose of inspecting and copying information or documents stored in any form on such premises, as it considers necessary or desirable to meet the objectives of the DFSA.
        (3) The DFSA may exercise its powers under Article 73 (1) in respect of any person within, or outside of, the DIFC.
        (4) The Court may on application by the DFSA order that: the DFSA may make a requirement under Article 73(1) outside of the jurisdiction of the DIFC in respect of a person to whom Article 73(1) applies other than an Authorised Firm, Authorised Market Institution, or Ancillary Service Provider or DNFBP.
        (5) Information given or a document produced as a result of the exercise by the DFSA of powers under Article 73 is admissible in evidence in any proceedings, provided that any such information or document also complies with any requirements relating to the admissibility of evidence in such proceedings.
        ……….
        75. Imposing Restrictions on Business
        (1) Subject to Article 77, the DFSA may impose any one or more of the following prohibitions or requirements by written notice:
        (a) prohibit a prohibition on an Authorised Firm or Authorised Market Institution from:
        (i) entering into certain specified transactions or types of transaction;
        (ii) soliciting business from certain specified persons or types of person;
        (iii) carrying on business in a specified manner or other than in a specified manner; or
        (iv) using a particular name for a Fund or a sub-fund of a Fund; or
        (b) require a requirement that an Authorised Firm or Authorised Market Institution carry on business in, and only in, a specified manner.
        (2) The prohibitions or requirements in Article 75(1) may be imposed on the Operator of a Fund in relation to the operation of a Fund or on the Fund itself, even where the Fund has no legal personality.
        ……….
        85. General Contravention Provision
        (1) A person who:
        (a) does an act or thing that the person is prohibited from doing by or under the Law, or Rules or any other legislation administered by the DFSA;
        (b) does not do an act or thing that the person is required or directed to do by or under such the Law, Rules or other legislation administered by the DFSA; or
        (c) otherwise contravenes a provision of such the Law, Rules or other legislation administered by the DFSA;
        commits a contravention of such the Law, Rules or other legislation, as the case may be, by virtue of Article 85 unless another provision of such the Law, Rules or other legislation administered by the DFSA provides that the person commits, or does not commit, a contravention.
        (2) In Article 85, 'person' does not include the DFSA or the President.
        ……….
        87 Fines
        (1) Except as provided in Article 90, a fine in relation to a contravention may be imposed either by the Financial Markets Tribunal under Article 34 or by the DFSA under Article 90 but not by both in relation to the same contravention.
        (2) Subject to Article 87(3) and Article 90(1), the Law sets no limit on a fine that may be imposed in relation to a contravention.
        (3) The President may by means of regulations set or revise a maximum amount of fine applicable in respect of a contravention.
        (4) Any fine that is imposed on a person by the Financial Markets Tribunal under Article 34 or by the Chief Executive DFSA under Article 90 is payable to the DFSA within:
        (a) the time period ordered or directed for payment; or
        (b) otherwise, within 30 days of the date of imposition of the fine;
        unless the person takes such action as may be prescribed in the Law, or Rules or other legislation administered by the DFSA to remove his liability to pay the fine.
        ……….
        SCHEDULE 1

        INTERPRETATION
        3. Defined Terms In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

        Term Definition
        Collective Investment Prohibitions the general and marketing prohibitions prescribed under Articles 1720, 21 and 1850 of the Collective Investment Law 20062010.
        DNFBP has the meaning prescribed in the Rules made pursuant to Article 60(6) of the Law.
        Domestic Fund has the meaning given in Article 3 of Schedule 1 to the Collective Investment Law 2010.
        Fund has the meaning given in Article 23 of Schedule 1 to the Collective Investment Law 2006 2010.
        Special Resolution has the meaning given in Article 23 of Schedule 1 to the Collective Investment Law 20062010.
        Unitholder has the meaning given in Article 23 of Schedule 1 to the Collective Investment Law 2006 2010.

    • Regulatory Law Amendment Law DIFC Law No. 1 of 2011

      Click here to view PDF version of the Enactment Notice.
      Click here to view PDF version of the Amendment law.

      • Enactment Notice

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai
        hereby enact
        on this 31st day of March 2011
        in the form now attached
        the
        Regulatory Law Amendment Law
        DIFC Law No. 1 of 2011

        This Law shall come into force on the 28th day after enactment
        (not counting the day of enactment for this purpose)

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1: General

        1. Title

        This Law may be cited as the "Regulatory Law Amendment Law 2011".
        2. Legislative Authority

        This Law is made by the Ruler of Dubai.
        3. Date of enactment

        This Law is enacted on the date specified in the Enactment Notice in respect of this Law.
        4. Commencement

        This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2: Amendments

        5. Insert a new Article 41A as follows:

        41A. Financial Promotions Prohibition
        "(1) A person shall not make a Financial Promotion in or from the DIFC except as prescribed by the Rules made pursuant to this Article.
        (2) The prohibition in Article 41A(1) is referred to as the "Financial Promotions Prohibition".
        (3) For the purposes of the Financial Promotions Prohibition, a Financial Promotion is any communication, however made, which invites or induces a Person to:
        (a) enter into, or offer to enter into, an agreement in relation to the provision of a financial service; or
        (b) exercise any rights conferred by a financial product or acquire, dispose of, underwrite or convert a financial product.
        (4) For the purposes of the Financial Promotions Prohibition, the DFSA may make Rules as to:
        (a) a person or class of persons who may make a Financial Promotion in or from the DIFC and any requirements which apply to such persons when doing so; and
        (b) any other definition, requirement or matter which the DFSA considers necessary to give effect to the requirements or intent of the Financial Promotions Prohibition."
        6. In Article 65 insert the underlined text and delete the struck through text as follows:

        65. Unenforceable Agreements — Breach by Party to the Agreement
        (1) Subject to Article 65(5), a person who makes an agreement in the course of carrying on a Financial Service in breach of the Financial Services Prohibition or the Collective Investment Prohibitions, or who makes an agreement as a result of the making by himself or another person of a Financial Promotion which is in breach of the Financial Promotions Prohibition shall not be entitled to enforce such agreement against any party (a "relevant party") to the agreement.
        (2) Subject to any agreement that may otherwise be reached between the parties, a relevant party may apply to the Court to recover:
        (a) any money paid or property transferred by him under the agreement;
        (b) compensation reflecting any loss sustained by the relevant party as a direct result of such payment or transfer; and
        (c) compensation for an amount becoming due that is dependent upon a contingency occurring under the relevant agreement, provided that such contingency shall have occurred prior to the relevant party being notified by the other party or by the DFSA that the agreement has been entered into in breach of the Financial Services Prohibition, or the Collective Investment Prohibitions or the Financial Promotions Prohibition.
        (3) If the relevant party chooses not to perform the agreement or, under Article 65(2), recovers money paid or property transferred by him under the agreement, he shall in turn repay any money or property he has received under the agreement.
        (4) The compensation recoverable under Article 65(2)(b) is the amount agreed between the parties to the agreement or, following an application to the Court, the amount determined by the Court.
        (5) If the Court is satisfied that the person:
        (a) carrying on the Financial Service reasonably believed that he was not in breach of the Financial Services Prohibition, or the Collective Investment Prohibitions by entering into such agreement, ;or
        (b) who made the Financial Promotion reasonably believed that he was not in breach of the Financial Promotions Prohibition, or
        (c) who made an agreement as a result of the making by another person of a Financial Promotion which was in breach of the Financial Promotions Prohibition, did not know that the relevant Financial Promotion was in breach of the Financial Promotions Prohibition,
        and that it is fair and just in the circumstances to make such an order, it may make one or more of the following orders:
        (d)(a) an order that the agreement be enforced between the parties to such extent and under such terms and conditions as the Court sees fit; or
        (e)(b) an order that money paid or property transferred under the agreement be retained or dealt with in accordance with the agreement or in such manner as the Court deems fit.
        (6) Where property transferred under the agreement has been transferred to a third party, a reference in Article 65 to such property shall be interpreted as a reference to the value of the property at the time of the transfer under the agreement.
        (7) In Article 65, "agreement" means an agreement, the making or performance of which constitutes, or is part of, the carrying on of a Financial Service or related activity.
        ……..
        7. In Schedule 1, Interpretation, Defined Terms insert two new definitions as follows:

        Term Definition
        Financial Promotion has the meaning given in Article 41A(3) of this Law.
        Financial Promotions Prohibition the prohibition prescribed under Article 41A(1) of this Law.

    • DIFC Laws Amendment Law DIFC Law No. 3 of 2010

      • The Enactment Notice

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact on this 1st day of July 2010 in the form now attached the

        DIFC Laws Amendment Law
        DIFC Law No. 3 of 2010

        This Law shall come into force on the 10th day after enactment
        (not counting the day of enactment for this purpose)

        Mohammed bin Rashid Al Maktoum
        Ruler of Dubai

      • Part 1: General

        1. Title

        This Law may be cited as the "DIFC Laws Amendment, DIFC Law No 3 of 2010".
        2. Legislative Authority

        This Law is made by the Ruler of Dubai.
        3. Date of enactment

        This Law is enacted on the date specified in the Enactment Notice in respect of this Law.
        4. Commencement

        This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2: Amendments to Regulatory Law 2004

        5. The Regulatory Law 2004 is amended as prescribed in this Part.
        6. In Article 41(9):
        (a) after the words "the Fund if the Fund has" delete the words "an Operator and he is a person" and replace with "a Fund Manager or External Fund Manager that falls"; and
        (b) insert "(a) or (b)" after the words "within Article 42(3)".
        7. In Article 42(3):
        (a) delete the word "or" at the end of paragraph (a);
        (b) renumber paragraph (b) to (c); and
        (c) insert a new paragraph (b) to read as follows "an External Fund Manager as defined in Article 20(5) of the Collective Investment Law 2010, in so far as its activities relate to a particular Domestic Fund that falls within Article 41(9); or".
        8. In Article 62(6) after the words "and maintain a register of all" delete the words "Funds which are currently registered and of all Funds where such registration has been withdrawn, in such manner as may be prescribed in the Rules" and insert the words "Domestic Funds".
        9. In Article 75(2):
        (a) after the words "may be imposed on the" delete the words "Operator of a Fund" and replace with "Fund Manager"; and
        (b) after the words "in relation to the" delete the word "operation" and replace with "management".
        10. In Article 90(2):
        (a) in subparagraph (a) delete "$5,000" and replace with "$20,000"; and
        (b) in subparagraph (b) delete "25,000" and replace with "$100,000".
        11. In Article 108(2)(b) deleted the word "Operator" and replace with "Fund Manager"
        12. In Schedule 1 paragraph 3, Defined Terms in the definition of Operator:
        (a) in the Term column delete the word "Operator" and replace with "Fund Manager"; and
        (b) in the Definition column:
        (i) deleted the reference to "Article 2" and replace with "Article 20(4)";
        (ii) delete the words "Schedule 1 to"; and
        (iii) delete "2006" and replace with "2010".

      • Part 3: Amendments to Investment Trust Law 2006

        13. The Investment Trust Law 2006 is amended as prescribed in this Part.
        14. Throughout this Law any reference to "Collective Investment Law 2006" shall be deleted and replaced with "Collective Investment Law 2010"
        15. In Article 13:
        (a) in paragraph (1) (a) delete the words "an Operator under Article 17(2)" and replace with "a Fund Manager under Article 20(1) (a) or (b)"; and
        (b) in paragraph (2) after the words "as defined in Article" delete "15" and replace with "11".
        16. In Article 15 after the words "with the requirements in" delete "Part 9" and replace with "Article 35".
        17. In Article 16 after the words "with the requirements in" delete "Part 10" and replace with "Part 8".
        18. In Article 17(2) delete the word "Operator" and replace with "Fund Manager".
        19. In Article 18:
        (a) in paragraph (a) delete the words "body corporate;" and replace with "person specified in Article 21(1) of the Collective Investment Law 2010; and";
        (b) delete paragraph (b) and renumber paragraph (c) to (b); and
        (c) in the renumbered paragraph (b) delete the word "Operator" and replace with "Fund Manager".
        20. In Article 19:
        (a) throughout this article delete the word "Operator" and replace with "Fund Manager"; and
        (b) after the words "for the purposes of Article 18" delete "(c)" and replace with "(b)".
        21. Throughout Article 20(3) delete the word "Operator" and replace with "Fund Manager".
        22. In Article 22(1) delete the words "Part 4" and replace with "chapter 2 of Part 5"
        23. Throughout Articles 23, 24 and 25 delete the word "Operator" and replace with "Fund Manger".
        24. In Article 26(2) delete the words "an Operator" and replace with "a Fund Manager"
        25. In Article 26(3):
        (a) in paragraph (a) delete the word "Operator" and replace with "Fund Manager"; and
        (b) in paragraphs (i) and (ii) delete the word "Operator's" and replace with "Fund Manager's".
        26. In Article 26(4) delete the words "Article 58" and replace with "Article 35".
        27. In Article 26(5) delete the word "Operator" and replace with "Fund Manager".
        28. In Article 27:
        (a) delete the words "Article 25" and replace with "Article 26"; and
        (b) delete the word "Operator" and replace with "Fund Manager".
        29. In Schedule 1 paragraph 3, Defined Terms in the definition of Governing Body delete the word "Operator" and replace with "Fund Manager".
        30. In Schedule 1 paragraph 3, Defined Terms in the definition of Operator :
        (a) in the Term column delete the word "Operator" and replace with "Fund Manager"; and
        (b) in the Definition column delete "Article 17(3)" and replace with "Article 20(4)";
        (c) after the words "Collective Investment Law 2010" delete ", who is responsible for the management of the property held for or within a Fund and otherwise, operating the Fund and, in relation to a Domestic Fund, is authorised under a Licence granted by the DFSA to operate the Fund".

    • DIFC Laws Amendment Law DIFC Law No. 1 of 2010

      • The Enactment Notice

        In respect of the DIFC Laws Amendment Law
        DIFC Law No. 1 of 2010

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact on this 18th day of March 2010:

        DIFC Laws Amendment Law
        DIFC Law No. 1 of 2010

        in the form now attached.

        This Law shall come into force on the 2nd day of May 2010.

        Mohammed bin Rashid Al Maktoum
        Ruler of Dubai

      • Part 1: General

        1. Title

        This Law may be cited as the "DIFC Laws Amendment Law No 1 of 2010".
        2. Legislative Authority

        This Law is made by the Ruler of Dubai.
        3. Date of enactment

        This Law is enacted on the date specified in the Enactment Notice in respect of this Law.
        4. Commencement

        This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2: Amendments to Regulatory Law 2004

        5. The Regulatory Law 2004 is amended as prescribed in this Part.
        6. In Article 24(4):
        (a) after the words "concludes that" insert a colon and a subparagraph (a); and
        (b) after the words "the interests of the DIFC" insert a semicolon, the word "or" and a new subparagraph (b) as follows: "the draft Rules are amendments to correct anomalies or typographical errors in the legislation or are merely consequential in nature and in all cases do not alter the policy set forth in the relevant legislation.".
        7. In Article 36(c):
        (a) insert the word "and" after the semicolon in subparagraph (i);
        (b) delete the word "and" after the semicolon in subparagraph (ii);
        (c) delete subparagraph (iii); and
        (d) after the words "statutory functions" insert ", and submit such drafts to the DFSA Board of Directors".
        8. In Article 36(d):
        (a) delete the words "submit such draft Rules, draft standards, and draft codes of practice to the DFSA Board of Directors" and replace with "make and issue Guidance which does not constitute a standard or code of practice, and which is reasonably required to enable the DFSA to perform its statutory functions,"; and
        (b) after the words "and advise" delete "it" and replace with "the DFSA Board of Directors".
        9. In Article 36(e) after the words "modifications to the" insert "application of".
        10. In Article 36 insert a new (f) as follows: "exercise any power to grant waivers or modifications to the application of other legislation applying in the DIFC where such a power is conferred on the DFSA by that legislation, and advise the DFSA Board of Directors of any such exercise of power;".
        11. Articles 36(f) to (h) are renumbered to Articles 36(g) to (i).
        12. In Article 111(1):
        (a) delete the reference to "Article 112(4)" and replace with "Article 111(4)"; and
        (b) delete the word "must" after "in respect of a scheme" and replace with "shall".
        13. In Article 111(7):
        (a) after the words "direct that" delete "written"; and
        (b) after the words "notice as prescribed in" delete "Article 112(6) and (7)" and replace with "Articles 111(5) and (6)".
        14. In Article 111(8) delete the reference to "Article 112" and replace with "Article 111".
        15. In Schedule 1 paragraph 2 subparagraph (f) delete the words "under the Law" after "Chief Executive" and replace with "as notations to the Rules".

      • Part 3: Amendments to Markets Law 2004

        16. The Markets Law 2004 is amended as prescribed in this Part.
        17. In relation to Article 8(2)(b):
        (a) renumber and reposition the provision as Article 8(2)(c);
        (b) after the words "Rules in relation to the" delete "administration and operation" and replace with "maintenance"; and
        (c) after the words "Official List of Securities" delete "by Authorised Market Institutions" and replace with "which will be contained in the Offered Securities Rules".
        18. Renumber and reposition Article 8(2)(c) as Article 8(2)(b).
        19. Articles 17 to 19 are repealed, and replaced with:
        "17. Maintaining an Official List of Securities
        (1) Subject to (2), an Official List of Securities for an Authorised Market Institution may be maintained by either the Authorised Market Institution or the DFSA.
        (2) An Authorised Market Institution may maintain an Official List of Securities provided it has an endorsed Licence authorising it to maintain an Official List of Securities.
        (3) The DFSA may maintain an Official List of Securities where:
        (a) the Authorised Market Institution does not wish to maintain an Official List of Securities;
        (b) it has refused to grant an endorsement to an Authorised Market Institution to maintain an Official List of Securities; or
        (c) it has suspended or withdrawn an endorsement from an Authorised Market Institution to maintain an Official List of Securities.
        (4) An Authorised Market Institution when maintaining an Official List of Securities shall comply with the relevant requirements in the Law, its listing rules, the Offered Securities Rules and any other legislative requirement.
        (5) An Authorised Market Institution shall not permit trading of Investments on its facilities unless those Investments:
        (a) are admitted to, and not suspended from, an Official List of Securities maintained by it or the DFSA; or
        (b) meet the requirements set out in Rules made for the purpose of this Article.
        (6) The DFSA may make Rules prescribing appropriate transitional arrangements when transferring an Official List of Securities from an Authorised Market Institution to the DFSA or from the DFSA to an Authorised Market Institution.
        17A. Application for an endorsement
        (1) An application for an endorsement on a Licence authorising an Authorised Market Institution to maintain an Official List of Securities may be made to the DFSA by:
        (a) the Authorised Market Institution; or
        (b) an applicant for a Licence to operate as an Authorised Market Institution.
        (2) The DFSA may, in its absolute discretion, grant or refuse to grant an application for an endorsement.
        (3) When granting or refusing to grant an endorsement the DFSA shall consider whether an Authorised Market Institution has listing rules that meet the requirements in Article 22 and whether it complies with any other relevant requirement imposed by Law or Rules.
        (4) Upon refusing to grant an endorsement, the DFSA shall, without undue delay, inform the applicant in writing of such refusal and, if requested by the applicant, the reasons for such refusal.
        17B. Suspension or withdrawal of an endorsement
        (1) The DFSA may at any time by written notice suspend or withdraw the endorsement on the Licence of an Authorised Market Institution to maintain an Official List of Securities.
        (2) The DFSA may act under Article 17B(1) on its own initiative or at the request of an Authorised Market Institution.
        (3) Subject to Article 17B(4), the DFSA may only suspend or withdraw the endorsement on a Licence on its own initiative if it has given the Authorised Market Institution a suitable opportunity to make representations in person and in writing to the DFSA in relation to the proposed changes.
        (4) The requirement imposed on the DFSA under Article 17B(3) shall not apply in the case of a suspension of an endorsement on a Licence if the DFSA concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the DIFC.
        (5) Where pursuant to Article 17B(4), the DFSA suspends an endorsement without providing a prior opportunity to make representations, the DFSA shall:
        (a) provide the relevant Authorised Market Institution with an opportunity to make representations in person and in writing to the DFSA within a period of fourteen days or such further period as may be allowed from the date on which the endorsement is suspended; and
        (b) provide a response to any such submission and make any consequential direction without undue delay.
        (6) The DFSA may give any third party who has a direct interest in the matter an opportunity to make representations to the DFSA if the DFSA considers it desirable to do so.
        17C. Admission to an Official List of Securities maintained by an Authorised Market Institution
        (1) This Article applies where an Authorised Market Institution maintains an Official List of Securities.
        (2) An Authorised Market Institution may grant admission of Securities to an Official List of Securities in accordance with its listing rules and where it is satisfied that the requirements of its listing rules, the Offered Securities Rules and any other requirements it or the DFSA has imposed are or will be complied with.
        (3) An Authorised Market Institution shall notify an applicant in writing of its decision in relation to the application for admission of Securities to an Official List of Securities.
        (4) The DFSA may, by written notice:
        (a) object to the admission by an Authorised Market Institution of Securities to an Official List of Securities; or
        (b) impose, vary or withdraw conditions or restrictions on the admission by an Authorised Market Institution of Securities to an Official List of Securities;

        where it is in the interests of the DIFC to do so or the DFSA reasonably considers, for a reason relating to the issuer of the Securities or to the Securities, that:
        (i) granting the Securities admission to the Official List of Securities would be detrimental to the interests of persons using the facilities or otherwise dealing in the Securities;
        (ii) the requirements of the listing rules have not been complied with;
        (iii) any requirement imposed by the DFSA has not been complied with; or
        (iv) the issuer of the Securities has failed to comply with any obligations to which he is or was subject to in relation to having a listed or traded Security in the DIFC or another jurisdiction.
        (5) Where the DFSA objects to the admission of Securities to an Official List of Securities in accordance with Article 17C(4)(a), the Authorised Market Institution shall not admit the Securities to the Official List of Securities.
        (6) Where the DFSA imposes conditions or restrictions on the admission by an Authorised Market Institution of Securities to an Official List of Securities in accordance with Article 17C(4)(b), the Authorised Market Institution shall not admit the Securities to the Official List of Securities unless it complies with the conditions and restrictions.
        (7) Where, pursuant to Article 17C(4), the DFSA has objected to the admission of a Security to an Official List of Securities or imposed a condition or restriction, the DFSA shall:
        (a) provide the applicant and the Authorised Market Institution an opportunity to make representations in person and in writing to the DFSA within the period of 14 days, or such further period as may be allowed, from the date on which such written notice was provided; and
        (b) provide a response to any such submission, and make any necessary consequential variation, withdrawal or amendment of the objection, condition or restriction without undue delay.
        (8) An Authorised Market Institution shall have, for the purposes of maintaining an Official List of Securities, listing rules that meet the requirements prescribed in Article 18.
        17D. Admission to an Official List of Securities maintained by the DFSA
        (1) This Article applies where the DFSA maintains an Official List of Securities.
        (2) The DFSA may grant Securities admission to an Official List of Securities in accordance with the Law and the Offered Securities Rules and where the DFSA is satisfied that the requirements of the Offered Securities Rules and any other requirements it has imposed are and will be complied with.
        (3) The DFSA may impose, vary or withdraw conditions or restrictions on the admission of Securities to an Official List of Securities.
        (4) The DFSA shall notify the applicant in writing of its decision in relation to the admission of Securities to an Official List of Securities in accordance with the Offered Securities Rules.
        (5) The DFSA shall have, for the purposes of maintaining an Official List of Securities, listing rules contained in the Offered Securities Rules that meet the requirements prescribed in Article 18.
        18. Listing Rules Requirements
        (1) The listing rules of an Authorised Market Institution or the DFSA shall include rules in relation to:
        (a) applications for admission to an Official List of Securities;
        (b) requirements to be met before Securities may be granted admission to an Official List of Securities;
        (c) agreements in connection with admitting Securities to an Official List of Securities;
        (d) the enforcement of those agreements in (c);
        (e) the suspension and de-listing of Securities from an Official List of Securities;
        (f) the imposition on any person of obligations to observe specific standards of conduct or to perform, or refrain from performing, specified acts, reasonably imposed in connection with the admission of Securities to an Official List of Securities or continued admission of Securities to an Official List of Securities;
        (g) penalties or sanctions which may be imposed by an Authorised Market Institution or the DFSA for a breach of the listing rules;
        (h) procedures or conditions which may be imposed, or circumstances which are required to exist, in relation to matters which are provided for in the listing rules;
        (i) dealing with possible conflicts of interest that might arise when a person seeks to have Securities admitted to an Official List of Securities;
        (j) such other matters as are necessary or desirable for the proper operation of the listing rules and process; and
        (k) any other matters prescribed by the Rules made by the DFSA for the purpose of this Article.
        (2) Applications for the admission of Securities to an Official List of Securities shall be made by the issuer of the Securities, or by a third party on behalf of and with the consent of the issuer of the Securities.
        (3) An Authorised Market Institution shall only amend its listing rules in accordance with the Rules made by the DFSA for this purpose.
        (4) Subject to Article 18(5) the DFSA may by written notice direct an Authorised Market Institution to:
        (a) make listing rules within a specified period; or
        (b) amend specified listing rules in the manner and within the period prescribed.
        (5) The DFSA may only direct an Authorised Market Institution in accordance with Article 18(4) if it has first requested the Authorised Market Institution to make or amend specified listing rules and the Authorised Market Institution has failed to comply with that requirement within the period specified by the DFSA in its request.
        19. Suspending and delisting Securities from an Official List of Securities
        (1) The DFSA or an Authorised Market Institution may, in accordance with its listing rules, suspend or delist Securities from an Official List of Securities with immediate effect or from such date and time as may be specified where it is satisfied that there are circumstances that warrant such action or it is in the interests of the DIFC.
        (2) The DFSA may by written notice direct an Authorised Market Institution to suspend or delist Securities from an Official List of Securities with immediate effect or from such date and time as may be specified if it is satisfied there are special circumstances that warrant such action or it is in the interests of the DIFC.
        (3) The DFSA shall provide the written notice under Article 19(2) without undue delay to the Reporting Entity and the Authorised Market Institution and where requested by the Reporting Entity or the Authorised Market Institution shall provide the reasons for the decision.
        (4) Subject to (5), the DFSA may only exercise its power under Article 19(1) and (2) if it has given the Reporting Entity and the Authorised Market Institution a suitable opportunity to make representations in person and in writing in relation to the proposed suspension or delisting.
        (5) The requirements imposed on the DFSA in Article 19(4) shall not apply:
        (a) in relation to the suspension by the DFSA of Securities from an Official List of Securities; or
        (b) in the case of a direction by the DFSA to an Authorised Market Institution to suspend Securities,
        where the DFSA concludes that any delay likely to arise as a result of such requirements is prejudicial to the interests of the DIFC.
        (6) Where pursuant to Article 19(5)(b) the DFSA has:
        (a) suspended a Security from an Official List of Securities; or
        (b) directed an Authorised Market Institution to suspend Securities from an Official List of Securities;

        without providing a prior opportunity to make representations, the DFSA shall:
        (i) provide the relevant Reporting Entity and the Authorised Market Institution an opportunity to make representations in person and in writing to the DFSA within the period of 14 days, or such further period as may be agreed, from the date on which such direction or suspension was made; and
        (ii) provide a response to any such submission, and make any necessary consequential direction, variation or withdrawal of the direction, without undue delay.
        (7) The DFSA may by written notice withdraw a direction made under Article 19(2) at any time.
        (8) Securities that are suspended from an Official List of Securities are still admitted to an Official List of Securities for the purposes of Parts 4, 5 and 6 of this Law.
        19A. Jurisdiction of the Regulatory Appeals Committee

        The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision of the DFSA to:
        (a) refuse an application for an endorsement under Article 17A;
        (b) suspend or withdraw an endorsement under Article 17B;
        (c) object to the admission of Securities to an Official List of Securities under Article 17C;
        (d) impose, vary or withdraw a condition or restriction under Articles 17C and 17D;
        (e) refuse an application for admission to an Official List of Securities under Article 17D;
        (f) suspend or delist Securities from an Official List of Securities under Article 19; or
        (g) direct an Authorised Market Institution to suspend or delist Securities admitted to an Official List of Securities under Article 19."
        20. In the Schedule, paragraph 3, the defined term "Official List of Securities" is amended after the words "Authorised Market Institution" by insertion of "or the DFSA".
        21. Article 42 is repealed, and replaced with:
        "42 Insider dealing
        (1) A person who is an insider shall not, in the DIFC or elsewhere, directly or indirectly, deal, or attempt to deal, in an Investment of a Reporting Entity, or in a related investment, on the basis of inside information.
        (2) In this Article "Investment" does not include commodity derivatives."
        22. Articles 43 (1) and (2) are repealed, and replaced with:
        "(1) An insider shall not, other than in the necessary course of business, disclose inside information to another person.
        (2) An insider shall not procure another person to deal in the Investments or related investments in which the insider has inside information."
        23. Article 45 is repealed , and replaced with:
        "45. Definitions for this Part
        (1) In this Part, in relation to Investments, or related investments, "inside information" means:
        (a) information of a precise nature which:
        (i) is not generally available;
        (ii) relates, directly or indirectly, to one or more Reporting Entities of the Investments concerned or to one or more of the Investments; and
        (iii) would, if generally available, be likely to have a significant effect on the price of the Investments or on the price of related investments.
        (2) In (1)(a) information is precise if it:
        (a) indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur; and
        (b) is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of Investments or related investments.
        (3) In (1)(a)(iii) information would be likely to have a significant effect on price if and only if it is information of the kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.
        (4) In (1)(a) information about a person's pending orders in relation to an Investment or related investment is also inside information.
        (5) In (1)(a)(i) information which can be obtained by research or analysis conducted by, or on behalf of, users of a market is to be regarded, for the purposes of this Part, as being generally available to them.
        (6) In this Part "insider" means a person who has inside information:
        (a) as a result of his membership of the administrative, management or supervisory bodies of a relevant Reporting Entity;
        (b) as a result of his holding in the capital of the relevant Reporting Entity;
        (c) as a result of having access to the information through the exercise of his employment, profession or duties;
        (d) as a result of his criminal activities; or
        (e) which he has obtained by other means and which he knows, or could reasonably be expected to know, is inside information.
        (7) In this Part, in relation to an Investment (the "First Investment"), a "related investment" means another Investment whose price or value depends, in whole or in part, on the price or value of the First Investment."
        24. Article 48(2) is repealed , and replaced with:
        "(2) A person shall not be found to have contravened Article 42 if:
        (a) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules;
        (b) the dealing occurred in the legitimate performance of an underwriting agreement for the Investments or related investments in question;
        (c) the dealing occurred in the legitimate performance of its functions as a liquidator or receiver;
        (d) the dealing is undertaken solely in the course of the legitimate performance of his functions as a market maker;
        (e) the person executes an unsolicited client order in Investments or related investments while in possession of inside information without contravening Article 43 or otherwise advising or encouraging the client in relation to the transaction;
        (f) the dealing is undertaken legitimately and solely in the context of that person's public takeover bid for the purpose of gaining control of that Reporting Entity or proposing a merger with that Reporting Entity; or
        (g) the sole purpose of the Reporting Entity acquiring its own shares was to satisfy a legitimate reduction of share capital or to redeem securities in accordance with the Rules.
        (3) A person shall not be found to have contravened Article 43 if:
        (a) the person establishes that the information was disclosed by him in accordance with any requirement of the law or a court order; or
        (b) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules."
        25. Insert a new Article 48(3):
        "(3) A person shall not be found to have contravened Article 43 if:
        (a) the person establishes that the information was disclosed by him in accordance with any requirement of the law or a court order; or
        (b) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules."
        26. Article 49 is repealed , and replaced with:
        "49 Chinese wall arrangements

        A person does not contravene Article 42 by dealing in Investments or related investments if:
        (a) it had in operation at that time an effective information barrier which could reasonably be expected to ensure that the inside information was not communicated to the person or persons who made the decision to deal and that no advice with respect to the transaction or agreement was given to that person or any of those persons by an insider; and
        (b) the information was not communicated and no such advice was given."
        27. Delete the text in Article 50 and replace with "[Deleted]"
        28. In Schedule 1 paragraph 2 subparagraph (f) delete the words "under the Law" after "Chief Executive" and replace with "as notations to the Rules".

      • Part 4: Amendments to Trust Law 2005

        29. The Trust Law 2005 is amended as prescribed in this Part.
        30. In Schedule 1 paragraph 2 subparagraph (f) delete the words "under the Law" after "Chief Executive" and replace with "as notations to the Rules".

      • Part 5: Amendments to Collective Investment Law 2006

        31. The Collective Investment Law 2006 is amended as prescribed in this Part.
        32. In Schedule 1 paragraph 2 subparagraph (f) delete the words "under the Law" after "Chief Executive" and replace with "as notations to the Rules".

      • Part 6: Amendments to Investment Trust Law 2006

        33. The Investment Trust Law 2006 is amended as prescribed in this Part.
        34. In Schedule 1 paragraph 2 subparagraph (e) delete the words "under the Regulatory Law 2004" after "Chief Executive" and replace with "as notations to the Rules".

      • Part 7: Amendments to Law Regulating Islamic Financial Business 2004

        35. The Law Regulating Islamic Financial Business 2004 is amended as prescribed in this Part.
        36. In Schedule 1 paragraph 2 subparagraph (f) delete the words "under the Law" after "Chief Executive" and replace with "as notations to the Rules".

    • DIFC Laws Amendment Law DIFC Law No. 2 of 2008

      • Enactment Notice

        In respect of the DIFC Laws Amendment Law
        DIFC Law No. 2 of 2008

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 14th day of September 2008:

        DIFC Laws Amendment Law
        DIFC Law No. 2 of 2008

        in the form now attached.

        This Law shall come into force on the 14th day of September 2008.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1: General

        1.  Title
        This Law may be cited as the “DIFC Laws Amendment Law 2008”.
        2.  Legislative Authority
        This Law is made by the Ruler of Dubai.
        3.  Date of enactment
        This Law is enacted on the date specified in the Enactment Notice in respect of this Law.
        4.  Commencement
        This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2: Amendments

        5.  Regulatory Law 2004
        6.  The Regulatory Law 2004 shall be amended as prescribed in this Law.
        (1) Insert in Article 9(a) on the first line the word “the” before the word “Chairman.”
        (2) Insert in Article 12(2) on the first line the words “, director, DFSA tribunal or committee member”, after the word “officer”.
        (3) Delete in Article 26(2)(b) on the first line the words “a panel of” before the word “members”.
        (4) Delete in Article 26(3) on the first line the word “panel” after the word “the” and insert the words “Regulatory Appeals Committee:” after the word “the”.
        (5) Insert in Article 26(3) a new “(c)” to read as follows: “a Member of the Financial Markets Tribunal; or”.
        (6) In Article 26(3)(c) replace the letter “(c)” with “(d)” and add on the first line before the word “director” the word “other”.
        (7) Replace Article 26(4) to read as follows: “The DFSA Board of Directors may appoint Members of the DFSA Board as members of the Regulatory Appeals Committee.”
        (8) Insert in Article 26 a new number “(5)” to read as follows: “The DFSA Board of Directors may appoint persons, who are not DFSA Board Members, as members of the Regulatory Appeals Committee.”
        (9) In Article 26(5) replace the number “(5)” with the number “(6)” and to read as follows: “Members of the Regulatory Appeals Committee shall have relevant qualifications, expertise and experience in the regulatory aspects of financial services and related activities.”
        (10) In Article 26(6) replace the number “(6)” with the number “(7)”.
        (11) In Article 26 add a new number “(8)” to read as follows: “The chairman of the Regulatory Appeals Committee may establish one or more panels of the Committee for the purpose of hearing appeals commenced under Article 28 of the Law.”
        (12) In Article 26 add a new number “(9)” to read as follows: “On the commencement of an appeal under Article 28, the chairman of the Committee, shall without undue delay, select an appeal panel of at least three Committee members and appoint its chairman.”
        (13) In Article 26 add a new number “(10)” to read as follows: “An appeal panel has the powers of the Committee to hear and decide the appeal.”
        (14) In Article 26 (7) replace the number “(7)” with the number “(11)”.
        (15) In Article 26 add a new number “(12)” to read as follows: “The chairman of the Regulatory Appeals Committee or the chairman of a panel selected to hear and determine an appeal may make any procedural order or order granting interim relief that the Regulatory Appeals Committee has power to make relating to an appeal.”
        (16) In Article 27 add a new number “(6)” to read as follows:
        “(6) Where:
        (a) an appeal is commenced in accordance with Article 28 of the Law before the Regulatory Appeals Committee and a proceeding is commenced before the Financial Markets Tribunal in accordance with Article 32 of the Law or Article 56 of the Markets Law; and
        (b) there is a common question of law or fact in the appeal and the Tribunal proceeding and it is in the interests of the DIFC, justice and efficiency;
        the chairman of the Regulatory Appeals Committee, on his own motion or that of a party to the appeal and with the consent of the parties and president of the Financial Markets Tribunal, may direct that the appeal be:
        (c) referred to the Financial Markets Tribunal for determination on such terms as the chairman may direct;
        (d) heard at the same time or following the Financial Markets Tribunal proceeding; or
        (e) stayed until the determination of the Financial Markets Tribunal proceeding.”
        (17) In Article 27 add a new number “(7)” to read as follows: “Where an appeal has been referred to the Financial Markets Tribunal for determination under this Article, the Financial Markets Tribunal has the same powers the Regulatory Appeals Committee has under Article 29 of the Law to hear and determine the appeal.”
        (18) In Article 27 add a new number “(8)” to read as follows: “No person may appeal or review a decision of the Financial Markets Tribunal on an appeal that has been referred to the Tribunal under this Article other than by way of judicial review proceedings before the Court on a point of law.”
        (19) In Article 29 on the third line delete the words “sub-committee” after the word “a” and replace it with the word “panel”.
        (20) In Article 31(2)(b) delete the words “a panel of” before the word “members”.
        (21) In Article 31(3) delete on the second line the word “panel” and replace it with the words “Financial Markets Tribunal:”.
        (22) In Article 31(3) add a new “(c)” to read as follows: “Board Members of the DFSA or members of the Regulatory Appeals Committee; or”
        (23) In Article 31(3)(c) replace the letter “(c)” with the letter “(d)” and delete the words “subject to Article 31(4),” on the first line before the word “any”.
        (24) Delete Article 31 (4).
        (25) In Article 31 (5) replace the number “(5)” with the number “(4)”.
        (26) In Article 31 (6) replace the number “(6)” with the number “(5)”.
        (27) In Article 31 (7) replace the number “(7)” with the number “(6”).
        (28) In Article 31 add a new number “(7)” to read as follows: “The president of the Financial Markets Tribunal or the chairman of a panel selected to hear and determine proceedings brought before the Tribunal may make any procedural order or order granting interim relief that the Financial Markets Tribunal has the power to make relating to proceedings brought before it.”
        (29) In Article 32 add a new number “(6)” to read as follows:
        “(6) Where:
        (a) a proceeding is commenced before the Financial Markets Tribunal in accordance with this Article or Article 56 of the Markets Law and an appeal is commenced before the Regulatory Appeals Committee in accordance with Article 28 of the Law; and
        (b) there is a common question of law or fact in the appeal and the Tribunal proceeding and it is in the interests of the DIFC, justice and efficiency;
        the president of the Financial Markets Tribunal, on his own motion or that of a party to the proceeding and with the consent of the parties and chairman of the Regulatory Appeals Committee, may direct that the proceeding be:
        (c) referred to the Regulatory Appeals Committee for determination on such terms as the president may direct;
        (d) heard at the same time or following the appeal before the Regulatory Appeals Committee; or
        (e) stayed until the appeal before the Regulatory Appeals Committee has been determined.”
        (30) In Article 32 add a new number “(7)” to read as follows: “Where a proceeding has been referred to the Regulatory Appeals Committee for determination under this Article, the Regulatory Appeals Committee has the same powers the Financial Markets Tribunal has under Article 34 of the Law and under Articles 53, 54 and 57 of the Markets Law to hear and determine the proceeding.”
        (31) In Article 32 add a new number “(8)” to read as follows: “An appeal from a decision of the Regulatory Appeals Committee on a proceeding that has been referred to the Regulatory Appeals Committee under this Article may be made to the Court as an appeal under Article 32(5) of the Law.”
        7.  Markets Law 2004
        8.  The Markets Law 2004 shall be amended as prescribed in this Law.
        (1) Replace Article 56(2) to read as follows: “The Financial Markets Tribunal has jurisdiction to hear and determine proceedings relating to:”
        (2) In Article 56(3) on the first line delete the word “commercial” after the word “a” and replace it with the word “regulatory”.
        (3) In Article 56 add a new number “(4)” to read as follows: “A regulatory proceeding under this Part does not include an appeal of a DFSA decision.”
        (4) In Article 56 add a new number “(5)” to read as follows: “A regulatory proceeding under this Part may be brought by the DFSA or by another person with the consent of the DFSA.”
        (5) In Article 56 (4) replace the number “(4)” with the number “(6)” and delete on the first line the words “In exercise of its jurisdiction under the Law” before the word “an” and replace it with the words “Subject to Article 56(7)”.
        (6) In Article 56 add a new number “(7)” to read as follows: “An appeal lies to the Court on a point of law from a determination by the Financial Markets Tribunal of an appeal to the Tribunal prescribed by Rules made by the DFSA for the purposes of this Article.”
        (7) Delete Article 56(5).
        (8) Replace Article 57(3)(e) to read as follows: “an order requiring the respondent to do any act or thing; or”.
        (9) Delete Article 57(3)(f).
        (10) In Article 57(3)(g) replace the letter “(g)” with the letter “(f)”.

    • Regulatory Law Amendment Law DIFC Law No. 3 of 2007

      • The Enactment Notice

        In respect of the Regulatory Law Amendment Law
        DIFC Law No. 3 of 2007

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 27th day of May 2007

        Regulatory Law [Amendment Law]
        DIFC Law [No. 3 of 2007] No. 1 of 2004

        in the form now attached.

        This Law shall come into force on the 27th day of May 2007

        Mohammed bin Rashid Al Maktoum
        Ruler of Dubai

      • Part 1: General

        1. Title
        This Law may be cited as the "Regulatory Law Amendment Law 2007".
        2. Legislative Authority
        This Law is made by the Ruler of Dubai.
        3. Date of enactment
        This Law is enacted on the date specified in the Enactment Notice in respect of this Law.
        4. Commencement
        This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2: Amendments

        5. Article 70(1) is amended as follows:

        Insert at the end of Article 70(1), after the words "United Arab Emirates the" following words: "and Decree by Federal Law No. 1 of 2004 'Combating Terrorism Offences'."
        6. In Article 70 insert a new (4):

        "References to money laundering shall include terrorist financing unless the context otherwise provides or implies."

    • DIFC Laws Amendment Law, DIFC Law No. 2 of 2007

      • The Enactment Notice

        In respect of the DIFC Laws Amendment Law
        DIFC Law No. 2 of 2007

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 8th day of February 2007:

        DIFC Laws Amendment Law
        DIFC Law No. 2 of 2007

        in the form now attached.

        This Law shall come into force on the 8th day of February 2007.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1 General

        • 1. Title

          This Law may be cited as the "DIFC Laws Amendment Law 2007".

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 4. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2 Amendments

        • 5. Regulatory Law 2004

          (1) Insert in Article 84(2) on the second line the word "business" after the number "3".
          (2) In Schedule 1 replace Article 1(1)(d) to read as follows: "unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official state holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day."

        • 6. Markets Law 2004

          (1) Insert in Article 24(3)(d) on the first line the word "business" after the number "5".
          (2) Insert in Article 25(1) on the third line the word "business" after the number "5".
          (3) Insert in Article 25(2) on the second line the word "business" after the number "5".
          (4) Insert in Article 26(1) on the second line the word "business" after the number "5".
          (5) Replace in Article 30 on the first line the number "10" with the number "14".
          (6) In the Schedule replace Article 1(1)(d) to read as follows: "unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official state holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day.

        • 7. Law Regulating Islamic Financial Business 2004

          In Schedule 1 replace Article 1(1)(d) to read as follows: "unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official state holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day.

        • 8. Trust Law 2005

          In Schedule 1 replace Article 1(1)(d) to read as follows: "unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official state holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day."

        • 9. Collective Investment Law 2006

          (1) Replace in Article 56(1) on the first line the number "10" with the number "14".
          (2) Replace in Article 64(2)(c) on the third line the number "20" with the number "28".
          (3) Replace in Article 70(5)(a) on the second line the number "10" with the number "14".
          (4) In Schedule 1 replace Article 1(1)(d) to read as follows: "unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official state holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day."

        • 10. Investment Trust Law 2006

          In Schedule 1 replace Article 1(1)(c) to read as follows: "unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official state holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day."

    • Regulatory Law Amendment Law DIFC Law No. 8 of 2006

      • The Enactment Notice

        In respect of the Regulatory Law Amendment Law
        DIFC Law No. 8 of 2006

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 29th day of November 2006:

        Regulatory Law Amendment Law
        DIFC Law No. 8 of 2006

        in the form now attached.

        This Law shall come into force on the 29th day of November 2006.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1 General

        • 1. Title

          This Law may be cited as the "Regulatory Law Amendment Law 2006".

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 4. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2 Amendments

        • 5.

          The Regulatory Law 2004 shall be amended as prescribed in this Law.

        • 6.

          Article 62 (5) is amended as follows:

          "(5) The DFSA shall publish and maintain a register of current and past registrations, suspensions and withdrawals of registrations of auditors in such manner as may be prescribed in the Rules."

        • 7.

          Article 73 (2) is amended as follows:

          "(2) The DFSA may enter the premises of any Authorised Firm, Authorised Market Institution, Ancillary Service Provider, Fund or Auditor during normal business hours or at any other time as may be agreed for the purpose of inspecting and copying information or documents stored in any form on such premises, as it considers necessary or desirable to meet the objectives of the DFSA."

        • 8.

          Article 98 (3) is amended as follows:

          "(3) The DFSA may withdraw the registration of an Auditor on such grounds and manner as prescribed in the Rules."

        • 9.

          Article 99 (5) and (8) are amended as follows:

          "(5) The Authorised Firm or an Authorised Market Institution shall not appoint an Auditor under this Article unless:
          (a) the auditor has, prior to the appointment, consented in writing to the Authorised Firm or the Authorised Market Institution to hold such office; and
           (8) The DFSA may order the removal of an Auditor of an Authorised Firm or Authorised Market Institution on such grounds and in such manner as prescribed in the Rules."

        • 10.

          Article 105 is amended by replacing it with the following:

          "(1) The DFSA may in its absolute discretion suspend the registration of an auditor.
           (2) The DFSA may make Rules setting out the grounds and manner in which registration may be suspended by the DFSA."

        • 11. Additional change to Article 44 in relation to ASPs

          Article 44 (5) is amended as follows:

          "(5) A person may carry on an Ancillary Service in or from the DIFC if such person is registered as an Ancillary Service Provider or an Authorised Firm."

    • Regulatory Law Amendment Law (Investment Trust) DIFC Law No. 7 of 2006

      • The Enactment Notice

        In respect of the Regulatory Law Amendment Law
        (Investment Trust) DIFC Law No. 7 of 2006

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 1st day of August 2006:

        Regulatory Law Amendment Law
        (Investment Trust) DIFC Law No. 7 of 2006

        in the form now attached.

        This Law shall come into force on the 1st day of August 2006.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1 General

        • 1. Title

          This Law may be cited as the "Regulatory Law Amendment Law (Investment Trust) 2006".

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 4. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2 Amendments

        • 5.

          The Regulatory Law 2004 shall be amended as prescribed in this Law.

        • 6.

          Article 108 (2), is replaced as follows: "(2) An application in relation to a Fund may be made to the Court for an order sanctioning a transfer scheme. An application may be made by:

          (a) the Fund concerned;
          (b) the Operator, Trustee or auditor of the Fund concerned; or
          (c) the transferee."

        • 7.

          In Defined Terms of the Schedule, insert the following definition:

          Trustee has the meaning given in Article 2 of Schedule 1 to the Investment Trust Law 2006

        • 8.

          In Defined Terms of the Schedule, the definition of "Collective Investment Prohibitions" is replaced as follows:

          Collective Investment Prohibitions the general and marketing prohibitions prescribed under Articles 17 and 18 of the Collective Investment Law 2006.

    • Regulatory Law Amendment Law (Collective Investment) DIFC Law No. 2 of 2006

      • The Enactment Notice

        In respect of the Regulatory Law Amendment Law
        (Collective Investment) DIFC Law No. 2 of 2006

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 18th day of April 2006:

        Regulatory Law Amendment Law
        (Collective Investment) DIFC Law No. 2 of 2006

        in the form now attached.

        This Law shall come into force on the 18th day of April 2006.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1 General

        • 1. Title

          This Law may be cited as the "Regulatory Law Amendment Law 2006".

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 4. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2 Amendments

        • 5.

          Article 41(1) is replaced as follows:

          "Subject to Article 41 (6), (7) and (9) and Article 42(3), a person shall not carry on a Financial Service in or from the DIFC."

        • 6.

          In Article 41, insert a new (9) as follows:

          "A Fund is exempt from the Financial Services Prohibition with respect to any Financial Service which is carried on for the purposes of, or in connection with, the Fund if the Fund has an Operator and he is a person within Article 42(3). This exemption applies to a Fund even where it does not have legal personality."

        • 7.

          Article 62(6) is replaced as follows:

          "The DFSA shall publish and maintain a register of all Funds which are currently registered and of all Funds where such registration has been withdrawn, in such manner as may be prescribed in the Rules."

        • 8.

          In Article 62 insert a new (7) as follows:

          "The DFSA shall make a reasonably current version of any registers maintained under Article 62(1), (2), (3), (4), (5) and (6) readily available for viewing by the public during the normal business hours of the DFSA."

        • 9.

          Article 63 (1), is replaced as follows:

          Any power which the DFSA may exercise in relation to an Authorised Firm, Authorised Market Institution, Ancillary Service Provider, Authorised Individual, Recognised Body, Recognised Member or Domestic Fund under the Law or Rules or other legislation administered by the DFSA may continue to be exercised for a period of two years after the date on which:

          (a) the Licence of such Authorised Firm or Authorised Market Institution;
          (b) the registration of an Ancillary Service Provider;
          (c) the Authorised Individual status of such Authorised Individual;
          (d) the Recognition Notice for the Recognised Body or Recognised Member; or
          (e) the registration of a Domestic Fund;
          is withdrawn by the DFSA under the Law or other legislation administered by the DFSA.

        • 10.

          In Article 65(1), (2)(c) and (5), insert "or the Collective Investment Prohibitions" after "Financial Services Prohibition".

        • 11.

          In Article 70(3) and in Article 72(2), delete "or" after "Ancillary Service Provider" and insert "and a Fund, even where it does not have legal personality" after "Authorised Individual".

        • 12.

          In Article 73(1), insert "Fund" after "Service Provider".

        • 13.

          In Article 73(2), delete "or" after "Authorised Market Institution" and insert "or Fund" after "Ancillary Service Provider".

        • 14.

          Article 75 is replaced as follows:

          "Imposing Restrictions on Business

          (1) Subject to Article 77, the DFSA may by written notice:
          (a) prohibit an Authorised Firm or Authorised Market Institution from:
          (i) entering into certain specified transactions or types of transaction;
          (ii) soliciting business from certain specified persons or types of person;
          (iii) carrying on business in a specified manner or other than in a specified manner; or
          (iv) using a particular name for a Fund or a sub-fund of a Fund; or
          (b) require an Authorised Firm or Authorised Market Institution to carry on business in, and only in, a specified manner.
          (2) The prohibitions or requirement in Article 75(1) may be imposed on the Operator of a Fund in relation to the operation of a Fund or on the Fund itself, even where the Fund has no legal personality."

        • 15.

          In Article 76(1)(b)(i) and in (2)(a)(i), delete "and/or" and replace with "or".

        • 16.

          In Article 82(1), insert "of this Law or Article 69 of the Collective Investment Law 2006" after "Articles 73, 74 and 80".

        • 17.

          In Article 83, insert "or under any Law administered by the DFSA" after "Part 5".

        • 18.

          Article 97(1), is replaced as follows:

          (1) In this Part, unless expressed otherwise, an auditor means:
          (a) in relation to an Authorised Firm incorporated or formed in the DIFC, an auditor who is registered under this Law; or
          (b) in relation to an Authorised Firm incorporated or formed in a jurisdiction other than the DIFC, an auditor appointed by the Authorised Firm.

        • 19.

          Article 107, is replaced as follows:

          "Definition

          A scheme is a transfer scheme if:

          (a) the whole or part of the business carried on through an establishment in the DIFC by an Authorised Firm ("the firm concerned") is to be transferred to another body ("the transferee") and the business to be transferred consists in whole or in part of financial services business; or
          (b) the Fund Property of a Fund, or of a sub-fund of an Umbrella Fund ("the Fund concerned"), is to be transferred to another Fund ("the transferee")."

        • 20.

          Article 108, is replaced as follows:

          "Application for an order sanctioning a scheme

          (1) An application in relation to a firm may be made to the Court for an order sanctioning a transfer scheme. An application may be made by:
          (a) the firm concerned;
          (b) the transferee; or
          (c) both.
          (2) An application in relation to a Fund may be made to the Court for an order sanctioning a transfer scheme. An application may be made by:
          (a) the Fund concerned;
          (b) the Operator or auditor of the Fund concerned; or
          (c) the transferee.
          (3) The Court may grant such orders if it considers that, in all the circumstances of the case, it is appropriate to sanction the transfer scheme.

        • 21.

          In Article 1(1)(g) of the Schedule, delete "unless the contrary intention appears" and insert that phrase at the end of (1).

        • 22.

          In Defined Terms of the Schedule, insert the following definitions:

          Fund has the meaning given in Article 2 of Schedule 1 to the Collective Investment Law 2006.
          Operator has the meaning given in Article 2 of Schedule 1 to the Collective Investment Law 2006.
          Unitholder has the meaning given in Article 2 of Schedule 1 to the Collective Investment Law 2006.
          Special Resolution has the meaning given in Article 2 of Schedule 1 to the Collective Investment Law 2006.
          Financial Services Prohibition the prohibition prescribed under Article 41 of this Law.
          Collective Investment Prohibitions the operating and marketing prohibitions prescribed under Articles 17 and 18 of the Collective Investment Law 2006.

    • Collective Investment Law Amendment Law (Investment Trust) DIFC Law No. 6 of 2006

      • The Enactment Notice

        In respect of the Collective Investment Law Amendment Law
        (Investment Trust) DIFC Law No. 6 of 2006

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 1st day of August 2006:

        Collective Investment Law Amendment Law
        (Investment Trust) DIFC Law No. 6 of 2006

        in the form now attached.

        This Law shall come into force on the 1st day of August 2006.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1 General

        • 1. Title

          This Law may be cited as the "Collective Investment Law Amendment Law (Investment Trust) 2006".

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 4. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2 Amendments

        • 5.

          The Collective Investment Law 2006 shall be amended as prescribed in this Law.

        • 6.

          Article 8 is replaced as follows:

          "General Power to make Rules

          (1) The DFSA Board of Directors may, and where required under this Law shall, make Rules for the purposes of this Law pursuant to the power conferred under Article 23 of the Regulatory Law 2004.
          (2) Without limiting the generality of Article 23 of the Regulatory Law 2004, the DFSA Board of Directors shall make Rules governing the establishment, management, operations and activities of a Fund, including Rules:
          (a) governing the rights and obligations, including voting rights, of Unitholders;
          (b) governing the powers and duties of a Trustee and the investment and borrowing powers of an Operator including leveraging or gearing and the issue, pricing and redemption of Units;
          (c) governing the appointment, removal, powers and duties of an auditor or eligible custodian of a Fund; and
          (d) governing the preparation, publication and audit of the accounts of a Fund and the preparation and contents of periodic reports.
          (3) Where any legislation made under this Law purports to be made in the exercise of a particular power or powers, it shall be taken also to be made in the exercise of all powers under which it may be made.

        • 7.

          Article 17 is replaced as follows:

          "General prohibitions

          (1) A person shall not:
          (a) operate or act as trustee of a Foreign Fund from the DIFC; or
          (b) operate or act as trustee of a Domestic Fund from outside the DIFC.
          (2) A person shall not, establish or otherwise operate a Domestic Fund or act as the Trustee of an Investment Trust in the DIFC unless that person is:
          (a) a body corporate; and
          (b) an Authorised Firm whose Licence authorises it to operate a Fund or act as Trustee of a Fund, as the case may be, of that specific type or class.
          (3) For the purposes of this Law, a person "operates" a Fund if he:
          (a) is responsible for the management of the property held for or within a Fund under the Fund's Constitution whether or not, he delegates any activity which is prescribed in rules made for the purposes of Article 41(2) of the Regulatory Law 2004 as a Financial Service in respect of such property; and
          (b) establishes, operates or winds up the Fund.
          (4) For the purpose of Article 17(3), a person is not operating a Fund merely because:
          (a) he is acting as an agent or employee of an Operator;
          (b) he is appointed under a written agreement by an Operator to provide investment management and other Financial Services for the Fund;
          (c) he is winding up or taking steps to wind up or dissolve the Fund or remedy a defect that led to the Fund being deregistered; or
          (d) he is acting as a trustee of a Fund."

        • 8.

          Article 20 (3) is replaced as follows:

          (3) "Any country or territory recognised under this Article shall be a "Recognised Jurisdiction" and the DFSA shall publish a list of such jurisdictions by means of a written notice. The DFSA may remove from that list any jurisdiction or Fund where the DFSA is no longer satisfied that the jurisdiction or Fund meets the criteria in Article 20(2)".

        • 9.

          Article 21(2) is replaced as follows:

          (2) "Any provision in the Constitution of a Domestic Fund is void in so far as it would have the effect of exempting the Fund, the Trustee or the Operator from liability for any failure to discharge its obligations under this Law, the Regulatory Law 2004, the Law Regulating Islamic Financial Business 2004, the Investment Trust Law 2006 or any rules made under any of these laws."

        • 10.

          Article 21(5) and 21(6) are replaced as follows:

          (5) "The Operator of a Domestic Fund shall appoint an auditor in accordance with Part 5 and, except in respect of a Fund which is an Investment Trust, appoint an eligible person with whom the legal title of the Fund's property is registered.
          (6) The DFSA shall, for the purposes of Article 21(5) make Rules prescribing criteria that a person must meet to be considered "eligible" and such Rules may permit the Operator to be considered "eligible" for the purposes of specified types of Fund."

        • 11.

          In Article 22(3) "the jurisdiction" is replaced by "the DIFC".

        • 12.

          In Article 27(2), insert "relevant" before "requirements".

        • 13.

          In Article 28(1), insert "the Trustee" after "the Operator" and delete "of" in front of "the DFSA" and "a Unitholder".

        • 14.

          In Article 28(2), insert "the Trustee" after "the DFSA" and delete "of" in front of "a Unitholder".

        • 15.

          Article 30(2) is replaced as follows:

          (2) "In addition to the other applicable oversight arrangements, a Domestic Fund which is an Islamic Fund or holds itself out as being an Islamic Fund or otherwise Shari'a compliant shall appoint a Shari'a Supervisory Board."

        • 16.

          Article 31(2) is replaced as follows:

          (2) "Any suitably qualified person appointed to oversee the operation of the Fund must be:
          (a) in the case of a Trustee, independent in accordance with Article 19 of the Investment Trust Law 2006; and
          (b) in any other case, independent in accordance with Article 34."

        • 17.

          In Article 32(1)(a), replace "their" with "its".

        • 18.

          Replace Article 32(1)(d), (e) and (f) as follows:

          (d) "report to the DFSA if any one of the persons providing oversight is of the view that:
          (i) the Operator has not taken, or does not propose to take, appropriate action to deal with a matter reported under Article 32(1)(c); and
          (ii) on reasonable grounds that the breach has had, or is likely to have, a materially adverse effect on the interests of the Unitholders.
          (e) assess at regular intervals whether the Fund's internal systems and controls are adequate, report to the Operator on the assessment and make recommendations to the Operator about any changes that are considered appropriate or necessary to be made; and
          (f) do any other matter or thing as may be prescribed in the Rules and in the case of a Trustee, under the Investment Trust Law 2006."

        • 19.

          Article 35 is replaced as follows:

          "Appointment and removal of auditors

          (1) The Operator of a Domestic Fund shall:
          (a) pursuant to Article 21(5) and subject to Article 35(7), appoint an auditor; and
          (b) at each annual general meeting appoint an auditor to hold office from the conclusion of that meeting to the conclusion of the next annual general meeting; or
          (c) at the beginning of each financial year appoint an auditor to hold office until the beginning of the next financial year.
          (2) The appointment of a firm as an auditor of a Domestic Fund is taken to be an appointment of all persons who are partners of the firm.
          (3) An Operator and, if appointed, the Trustee shall ensure that at all times the Fund has an auditor.
          (4) The Operator of a Domestic Fund shall not appoint an auditor under this Article unless:
          (a) the auditor has, prior to the appointment, consented in writing to serve as the auditor for the Domestic Fund;
          (b) the Operator and, if appointed, the Trustee is not, on reasonable inquiry, aware of any matter which should preclude the auditor from giving its consent under Article 35(5); and
          (c) the auditor is registered with the DFSA in accordance with Part 8 of the Regulatory Law 2004.
          (5) An auditor shall not consent to an appointment as an auditor of a Domestic Fund if:
          (a) the auditor has, or may reasonably be perceived to have, a conflict of interest of a nature prescribed in the Rules;
          (b) the auditor does not have, or may reasonably be perceived not to have, a requisite degree of independence from the Operator and, if appointed, the Trustee or other members of the Governing Body of the Domestic Fund as prescribed in the Rules; or
          (c) the auditor or any associate of the auditor in a firm or business undertaking has acted as an auditor of the Domestic Fund and, if appointed, the Trustee within such earlier period or frequency as prescribed in the Rules.
          (6) The Operator of a Domestic Fund may, subject to Articles 35(7) and 38, at any time remove an auditor notwithstanding anything in any agreement between it and the auditor.
          (7) In the case of an Investment Trust, the Operator must obtain the prior approval of the Trustee before carrying out any activities under Article 35 in relation to the appointment or removal of an auditor.
          (8) The Court may, on application made by the DFSA, order the removal of an auditor of a Domestic Fund.
          (9) Nothing in this Article is to be taken as depriving an auditor removed under it of compensation or damages payable to the auditor in respect of the termination of appointment as auditor."

        • 20.

          In Article 37, insert "and, if appointed the trustee" after "Operator" in (1) (a) and insert "the Trustee or" after "disclose to" in (4).

        • 21.

          In Article 38, insert "and, if appointed, the Trustee's" after "the Domestic Fund's" in (2) and insert "or, if appointed the Trustee" after "Domestic Fund" in (3).

        • 22.

          Article 39 is replaced as follows:

          "Co-operation with auditors

          (1) A Domestic Fund, any member of its Governing Body, any person providing oversight, any officer, employee or agent of the Domestic Fund, its Operator or where appointed its Trustee, shall not knowingly or recklessly make to the auditor a statement (whether written or oral) which:
          (a) conveys or purports to convey any information or explanation which the auditor requires, or is entitled to require, as auditor of the Domestic Fund; and
          (b) is either:
          (i) false, misleading or deceptive in a material particular; or
          (ii) such that it omits information where the omission of such information is likely to mislead or deceive the auditor.
          (2) A Domestic Fund, any member of its Governing Body, any person providing oversight, any officer or employee of the Domestic Fund, its Operator or where appointed its Trustee, or any person acting under the direction or authority of such persons, shall not without reasonable excuse engage in conduct, including without limitation the:
          (a) destruction or concealment of documents;
          (b) coercion, manipulation, misleading, or influencing of the auditor;
          (c) failure to provide access to information or documents specified by the auditor; or
          (d) failure to give any information or explanation which the person is able to give;
          where the Domestic Fund, Operator, Trustee, member of the Governing Body, officer, employee or other person knows or ought to know that such conduct could, if successful:
          (e) obstruct the auditor in the performance of his duties under this Part; or
          (f) result in the rendering of the accounts of the Domestic Fund or the auditor's report being materially misleading."

        • 23.

          In Article 40(3), insert "the Trustee" after "relevant Domestic Fund" and insert "the Trustee's" after "the Domestic Fund's".

        • 24.

          Article 47(1) is replaced as follows:

          "Application for registration

          (1) An application for the registration of a Public Fund shall be made to the DFSA by the Operator or if the Fund is in the form of an Investment Trust, jointly by the Operator and Trustee."

        • 25.

          Article 48 is replaced as follows:

          "Registration requirements

          (1) In relation to the legal structure of a Public Fund, subject to any limitations prescribed by the Rules, registration may be granted by the DFSA only where the Fund takes the form of:
          (a) an Investment Company;
          (b) an Investment Partnership: or
          (c) an Investment Trust.
          (2) The DFSA may make Rules prescribing the requirements that a Public Fund must meet before registration can be granted by the DFSA. Such Rules may include requirements relating to the appointment of a Trustee, an eligible custodian or a Fund Administrator and requirements relating to fitness and proprietary of the Governing Body, persons providing oversight functions and employees of the Fund.
          (3) The DFSA may make Rules providing such requirements referred to in Article 48(2) to be varied in cases where a person, other than a Trustee, referred in Article 48(2) are at the time of application, regulated in a jurisdiction other than the DIFC;
          (a) prescribing certain persons or categories of person to be exempted from the requirements referred to in Article 48(2); and
          (b) providing for any such exemptions to be:
          (i) limited to certain types of Fund or specified circumstances; or
          (ii) subject to certain conditions and restrictions."

        • 26.

          In Article 49, insert "or, if appointed the Trustee" after Operator each time it appears.

        • 27.

          Article 50(2) is replaced as follows:

          (2) "Upon refusing to grant registration, the DFSA shall without undue delay inform the Operator and, if appointed, the Trustee in writing of such refusal and, where requested by the Operator or Trustee, the reasons for such refusal."

        • 28.

          In Article 51, insert "and, if appointed, the Trustee" after "Operator".

        • 29.

          Replace Article 52 as follows:

          "Withdrawal of registration

          (1) The DFSA may withdraw the registration of a Fund where:
          (a) one or more of the following circumstances apply:
          (i) the Fund is not operating or has been wound up;
          (ii) the Operator or, if appointed, the Trustee has, in purported compliance with any requirement under the Law or the Rules, knowingly or recklessly given the DFSA information which is false or misleading in a material particular;
          (iii) the Operator or, if appointed, the Trustee has contravened a requirement imposed on him by or under the Law or the Investment Trust Law 2006;
          (iv) the Operator or, if appointed, the Trustee or member of the Fund's Governing Body has not complied with a direction issued by the DFSA under the Law;
          (v) a person is exercising significant influence over the Fund or Operator or any member of the Fund's Governing Body and that person is not a member of the Fund's Governing Body, Shari'a Supervisory Board, the Trustee or a person providing oversight functions;
          (vi) the Operator is no longer fit and proper to operate the Fund or is incapable of operating the Fund in compliance with the Law or Rules or the terms of its Constitution;
          (vii) the Trustee is no longer fit and proper to act as Trustee of the Fund or is incapable of acting as Trustee of the Fund in compliance with the Law or Rules or the terms of its Constitution and the Investment Trust Law 2006; or
          (viii) the Operator or, if appointed, the Trustee requests the DFSA to withdraw the registration on the grounds that a Special Resolution has been passed by the relevant Unitholders that the Fund should be deregistered; and
          (b) the DFSA considers that:
          (i) the withdrawal of registration is in the interests of the Unitholders of the Fund; or
          (ii) appropriate steps have been taken or may reasonably be taken to protect the interests of the Unitholders.
          (2) Where the DFSA has withdrawn, or proposes to withdraw, a registration under this Article, it may, by written notice, direct the Operator or where appointed the Trustee to take such steps as the DFSA considers necessary or desirable to protect the interests of Unitholders in the Fund.
          (3) Subject to Article 52(4), the DFSA may only exercise its power under Article 52(1) if it has given the relevant Operator or where appointed the Trustee a suitable opportunity to make representations in person and in writing to the DFSA in relation to the proposed withdrawal and the DFSA has informed the Operator or where appointed the Trustee in writing of its response to any such representation.
          (4) The restriction imposed on the DFSA under Article 52(3) shall not apply if the Operator or where appointed the Trustee requests the DFSA to withdraw the registration or the Operator is no longer authorised under its Licence to operate the Fund.
          (5) Upon deciding to withdraw a registration, the DFSA shall without undue delay inform the Operator in writing of:
          (a) such decision;
          (b) the date on which such withdrawal shall be deemed to take effect; and
          (c) where requested by the Operator or where appointed the Trustee, the reasons for the decision.
          (6) The Court may order the DFSA to withdraw the registration of a Public Fund."

        • 30.

          Article 55 is replaced as follows:

          "Permitted investment vehicles

          A Domestic Fund which is a Private Fund may only adopt one of the following legal structures:

          (a) Investment Company;
          (b) Investment Partnership; or
          (c) Investment Trust."

        • 31.

          In Article 58, insert "the Trustee" after "the Operator" in (1)(b), insert "and if appointed, the Trustee" after "Operator" when it first appears in (3) and when it appears for a second time in (5) and insert a new (7) as follows:

          (7) "An approved change must not be made to the trust deed of an Investment Trust except by a deed, expressed to be supplemental to the trust deed, entered into jointly by the Operator and the Trustee."

        • 32.

          In Article 62 insert "or Trustee" after "Operator".

        • 33.

          In Article 63, insert "or where appointed the Trustee" after "Operator".

        • 34.

          In Article 64(2)(c) and (3), insert "or where appointed the Trustee" after "Operator" when the word first appears.

        • 35.

          In Article 65, insert "or where appointed the Trustee" after "Governing Body" in (1)(d) and after "Operator" when the word first appears in (2)(a) and insert "or Trustee" after "Operator" when the word appears for the second time and in (3) insert "the Trustee" as a new "(b)"."

        • 36.

          Article 69 is replaced as follows:

          "Suspension of dealings

          (1) The Operator may, subject to (2), suspend the issue, cancellation, sale and redemption of Units in a Domestic Fund, where due to exceptional circumstances it is in the interest of the Unitholders in the Domestic Fund.
          (2) Where a Trustee has been appointed, the Operator must consult the Trustee and obtain the Trustee's agreement before proceeding with such suspension. If no agreement is reached the Operator may request the DFSA to issue a stop order under Article 70.
          (3) The Operator must notify the DFSA and all Unitholders of any suspension of dealing and the reasons for such suspension.
          (4) The DFSA may prescribe Rules governing the suspension of dealing in a Domestic Fund."

        • 37.

          In Article 70(2) insert "the Trustee" after "the Fund".

        • 38.

          Article 71 is replaced as follows:

          "Jurisdiction

          Without in anyway limiting the jurisdiction of the Regulatory Appeals Committee conferred upon it by or under the Regulatory Law 2004 or any other Law administered by the DFSA, the Regulatory Appeals Committee has additional jurisdiction in accordance with Article 27(2)(k) of the Regulatory Law 2004 to hear and determine any appeal where:

          (a) an applicant appeals the decision of the DFSA in relation to an application for the registration of a Fund;
          (b) a Fund, its Trustee or any member of its Governing Body appeals a decision of the DFSA in relation to the exercise of its power to withdraw the registration of the Fund;
          (c) a Fund, its Trustee or any member of its Governing Body appeals the decision of the DFSA to issue vary or withdraw a notice in relation to the Fund or any member of its Governing Body;
          (d) a Fund, its Trustee or any member of its Governing Body appeals the decision of the DFSA in relation to the proposed alteration of a Fund under Part 9; or
          (e) a Fund, its Trustee or any member of its Governing Body appeals the decision of the DFSA to issue a direction, objection or requirement or a stop order under the Law."

        • 39.

          In the Defined Terms of the schedule, insert the following definitions:

          Investment Trust a trust created under the Investment Trust Law 2006 for the purposes of collective investment.
          Trustee the person described in Article 18 of the Investment Trust Law 2006, who holds the property of the Fund on trust for the Unitholders and, is authorised under a Licence granted by the DFSA to act as Trustee of a Fund.

        • 40.

          In the Defined Terms of the schedule, replace the definition of "Prospectus" as follows:

          Prospectus a document containing such information as prescribed by this Law and under any Rules made thereunder and includes a supplementary Prospectus.

        • 41.

          In the Defined Terms of the schedule, delete the definition of "Qualified Investor".

    • Regulatory Law Amendment Law DIFC Law No. 3 of 2005

      • The Enactment Notice

        In respect of the Regulatory Law Amendment Law
        DIFC Law No. 3 of 2005

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 19th day of April 2005:

        Regulatory Law Amendment Law
        DIFC Law No. 3 of 2005

        in the form now attached.

        This Law shall come into force on the 19th day of April 2005.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1 General

        • 1. Title

          This Law may be cited as the "Regulatory Law Amendment Law 2005".

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 4. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2 Amendments

        • 5.

          In Article 9, insert a new (a) to read as "Chairman of the DFSA".

        • 6.

          Article 21(7) is replaced as follows:

          "The Chairman of the DFSA shall be a Board Member and Chairman of the Board."

    • DIFC Laws Amendment Law DIFC Law No. 2 of 2005

      DIFC LAWS AMENDMENT LAW
      DIFC LAW NO.2 of 2005

      • The Enactment Notice

        In respect of the DIFC Laws Amendment Law
        DIFC Law No. 2 of 2005

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 19th day of April 2005:

        DIFC Laws Amendment Law
        DIFC Law No. 2 of 2005

        in the form now attached.

        This Law shall come into force on the 19th day of April 2005.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1 General

        • 1. Title

          This Law may be cited as the "DIFC Laws Amendment Law 2005".

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 4. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2 Amendments

        • 5. Financial Services Authority

          (1) In this Article "Financial Services Authority" refers to the body created under Article 7 of the Dubai Law No.(9) of 2004 and known as the Dubai Financial Services Authority (DFSA).
          (2) In this Article "DIFC Law" is law made by the Ruler of Dubai (including by way of example, this Law), as applicable in the Dubai International Financial Centre (DIFC).
          (3) The term "DIFC Financial Services Authority", used in DIFC Laws to refer to the Financial Services Authority, is deleted and replaced in each place where it occurs in every DIFC Law by "Dubai Financial Services Authority".
          (4) The term "Council of the DFSA" or "Council", used in DIFC Laws to refer to the Board of Directors of the Financial Services Authority, is deleted and replaced in each place where it occurs in every DIFC Law by "DFSA Board of Directors" and the term "Council Member" is deleted and replaced in each place where it occurs in every DIFC Law by "Board Member".
          (5) The changes specified in Articles (3) and (4) shall not affect:
          (a) anything duly done by the Financial Services Authority; or
          (b) any right, privilege, obligation or liability acquired, accrued or incurred by the Financial Services Authority immediately prior to the coming into force of this Law.
          (6) A reference, in any contract, notice or other document in effect immediately before the date of the coming into operation of this Law, to DIFC Financial Services Authority, Regulatory Council, Council or Council of the DFSA shall be read, deemed and taken to refer to the Dubai Financial Services Authority or DFSA Board of Directors as the case may be.

    • Markets Law Amendment Law, DIFC Law No. 1 of 2005

      • The Enactment Notice

        In respect of the DIFC Markets Law Amendment Law
        DIFC Law No. 1 of 2005

        We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai hereby enact
        on this 19th day of April 2005:

        DIFC Markets Law Amendment Law
        DIFC Law No. 1 of 2005

        in the form now attached.

        This Law shall come into force on the 19th day of April 2005.

        Mohammed bin Rashid Al Maktoum

        Ruler of Dubai

      • Part 1 General

        • 1. Title

          This Law may be cited as the "Markets Law Amendment Law, DIFC Law No. 1 of 2005"

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 4. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

      • Part 2 Amendments

        • 5.

          In Article 8(2), in the second line, replace "shall" with "may" after the words "the DFSA".

        • 6.

          In Article 8(2)(a), insert "licensing and" before the words "supervision of Authorised Market Institutions".

        • 7.

          Article 8(2), (b) and (c) is replaced as follows:

          (b) "Rules in relation to the administration and operation of Official Lists of Securities by Authorised Market Institutions;
          (c) Rules in relation to the offer of Securities in or from the DIFC which will be known as the Offered Securities Rules;"

        • 8.

          In Article 9(1), in the fourth line, delete "financial services industry in the" after the words "integrity of the".

        • 9.

          In Article 9(1)(a), delete "or" after the word "Institution;".

        • 10.

          In Article 9(1)(b), insert "; or" after the words "class of transactions".

        • 11.

          InArticle 9(1), insert (c) as follows:

          (c) "requiring an Authorised Market Institution to act in a specified manner or to exercise its powers under any rules that the Authorised Market Institution has made".

        • 12.

          Article 9(3) is replaced as follows:

          (3) "The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to issue a direction under Article 9(1)."

        • 13.

          In Article 10(1), in the first line, replace "Director" with "director" after the words "nor any".

        • 14.

          Article 13 is replaced as follows:

          (1) "A person is to be regarded as making an offer of Securities if he:
          (a) makes an offer which, if accepted, would give rise to a contract for the issue of Securities by him or by another person with whom he has made arrangements for the issue of the Securities; or
          (b) makes an offer or invitation in relation to an issue or a sale of Securities in circumstances prescribed by the Offered Securities Rules.
          (2) A person shall not make an offer of Securities in the DIFC unless the offer of Securities is made by way of an Exempt Offer or Prospectus offer in accordance with this Part and the Offered Securities Rules.
          (3) An offer of Securities is made in the DIFC if the offer:
          (a) is directed at or received by a person (an "offeree") in the DIFC at the time of the making; and
          (b) is capable of acceptance by such an offeree;
          regardless of where any resulting issue or sale occurs.
          (4) A person shall not make an offer of Securities from the DIFC unless the offer of Securities is made in accordance with the Offered Securities Rules.
          (5) An offer of Securities is made from the DIFC if:
          (a) the person making the offer is situated in the DIFC;
          (b) the offer is directed at or received by a person (an "offeree") situated, at the time of the making, outside of the DIFC; and
          (c) the offer is capable of acceptance by such an offeree;
          regardless of where any resulting issue or sale occurs."

        • 15.

          In Article 14(5), in the second line, delete "or from" after the words "Securities in".

        • 16.

          In Article 15(1), in the first line, insert "in the DIFC" after the words "No offer of Securities".

        • 17.

          In Article 15(2), delete the word "as" after the words "contain all information".

        • 18.

          In Article 15(7), in the third line, delete the words "of the offeror failing" and replace with "that the offeror fails" after the word "event".

        • 19.

          Article 17 is replaced as follows:

          "Listings and Authorised Market Institutions

          (1) An Authorised Market Institution shall not permit trading of Securities on its facilities unless those Securities:
          (a) are admitted to its Official List of Securities;
          (b) meet the requirements set out in Rules made for the purpose of this Article.
          (2) An Authorised Market Institution shall not maintain its Official List of Securities unless it has an endorsed Licence authorising it to maintain its Official List of Securities.
          (3) An application for an endorsement on a Licence authorising an Authorised Market Institution to maintain an Official List of Securities may be made to the DFSA by:
          (a) an Authorised Market Institution; or
          (b) an applicant for a Licence to operate as an Authorised Market Institution.
          (4) The DFSA may, in its absolute discretion, refuse to grant an application for an endorsement.
          (5) Upon refusing to grant an endorsement, the DFSA shall, without undue delay, inform the applicant in writing of such refusal and, if requested by the applicant, the reasons for such refusal.
          (6) The DFSA may endorse the Licence of an Authorised Market Institution authorising it to maintain an Official List of Securities.
          (7) The DFSA may at any time by written notice to an Authorised Market Institution suspend or withdraw the endorsement on its Licence authorising the Authorised Market Institution to maintain an Official List of Securities.
          (8) The DFSA may act under article 17(7) on its own initiative or at the request of an Authorised Market Institution.
          (9) Subject to Article 17(10), the DFSA may only suspend or withdraw the endorsement on a Licence on its own initiative if it has given the Authorised Market Institution a suitable opportunity to make representations in person and in writing to the DFSA in relation to the proposed changes.
          (10) The requirement imposed on the DFSA under article 17(9) shall not apply in the case of a suspension of an endorsement on a Licence if the DFSA concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the DIFC.
          (11) Where pursuant to Article 17(10), the DFSA suspends an endorsement without providing a prior opportunity to make representations, the DFSA shall:
          (a) provide the relevant Authorised Market Institution with an opportunity to make representations in person and in writing to the DFSA within a period of fourteen days or such further period as may be allowed from the date on which the endorsement is suspended; and
          (b) provide a response to any such submission and make any consequential direction without undue delay.
          (12) An Authorised Market Institution which has an endorsed Licence authorising it to maintain an Official List of Securities must have a set of listing rules made in accordance with Article 18.
          (13) An Authorised Market Institution may only grant Securities admission to its Official List of Securities in accordance with its listing rules and where it is satisfied that the requirements of its listing rules, the Offered Securities Rules and any other requirements it or the DFSA has imposed are or will be complied with.
          (14) The DFSA may, by written notice:
          (a) object to the admission by an Authorised Market Institution of Securities to its Official List of Securities; or
          (b) impose conditions or restrictions on the admission by an Authorised Market Institution of Securities to its Official List of Securities;
          where it is in the interests of the DIFC to do so or the DFSA reasonably considers, for a reason relating to the issuer of the Securities or to the Securities, that:
          (i) granting the Securities admission to an Official List of Securities would be detrimental to the interests of persons using the facilities or otherwise dealing in the Securities;
          (ii) the requirements of the listing rules have not been complied with;
          (iii) any requirement imposed by the DFSA has not been complied with; or
          (iv) the issuer of the Securities has failed to comply with any obligations to which he is or was subject to as a result of having a listed or traded Security in another jurisdiction.
          (15) Where the DFSA objects to the admission to an Official List of Securities in accordance with Article 17(14)(a), the Authorised Market Institution shall not admit the Securities to its Official List of Securities.
          (16) Where the DFSA imposes conditions or restrictions on the admission by an Authorised Market Institution of Securities to its Official List, the Authorised Market Institution shall not admit the Securities to its Official List of Securities unless it complies with the conditions and restrictions.
          (17) Where, pursuant to Article 17(14), the DFSA has objected or imposed a condition or restriction, the DFSA shall:
          (a) provide the applicant and the Authorised Market Institution an opportunity to make representations in person and in writing to the DFSA within the period of 14 days, or such further period as may be allowed, from the date on which such written notice was provided; and
          (b) provide a response to any such submission, and make any necessary consequential variation, withdrawal or amendment of the objection, condition or restriction without undue delay.
          (18) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to:
          (a) refuse an application for an endorsement under this Article;
          (b) object to the admission of Securities to an Official List of Securities under this Article; and
          (c) impose, vary or withdraw a condition or restriction under this Article."

        • 20.

          Article 18 is replaced as follows:

          "Listing rules and DFSA powers

          (1) The listing rules of an Authorised Market Institution must include rules in relation to:
          (a) applications for admission to its Official List of Securities;
          (b) requirements to be met before Securities may be granted admission to its Official List of Securities;
          (c) agreements between an Authorised Market Institution and other persons in connection with admitting Securities to its Official List of Securities;
          (d) the enforcement of those agreements in (c);
          (e) the de-listing and suspension of Securities from its Official List of Securities;
          (f) the imposition on any person of obligations to observe specific standards of conduct or to perform, or refrain from performing, specified acts, reasonably imposed in connection with the admission of Securities to its Official List of Securities or continued admission of Securities to its Official List of Securities;
          (g) penalties or sanctions which may be imposed by an Authorised Market Institution for a breach of the listing rules;
          (h) procedures or conditions which may be imposed, or circumstances which are required to exist, in relation to matters which are provided for in the listing rules;
          (i) dealing with possible conflicts of interest that might arise when a person seeks to have Securities admitted to its Official List of Securities;
          (j) such other matters as are necessary or desirable for the proper operation of the listing rules and process; and
          (k) the matters prescribed by the Rules made by the DFSA for the purpose of this Article.
          (2) Applications for the admission of Securities to its Official List of Securities must be made by the issuer of the Securities, or by a third party on behalf of and with the consent of the issuer of the Securities.
          (3) An Authorised Market Institution shall only amend its listing rules in accordance with the rules made by the DFSA for this purpose.
          (4) Subject to Article 18(5) the DFSA may by written notice direct an Authorised Market Institution to:
          (a) make listing rules within a specified period; or
          (b) amend specified listing rules in the manner and within the period prescribed.
          (5) The DFSA may only direct an Authorised Market Institution in accordance with Article 18(4) if it has first requested the Authorised Market Institution to make or amend specified listing rules and the Authorised Market Institution has failed to comply with that requirement within the period specified by the DFSA in its request."

        • 21.

          In Article 19, in the title, delete the words "the Register" and "Listed" and insert "an Official List" after the words "from".

        • 22.

          In Article 19(1), in the first line, delete "in accordance with the Offered Securities Rules" and insert "by written notice direct an Authorised Market Institution to". Also delete "the Register of Listed" and insert "its Official List of" after the words "delist or suspend Securities from".

        • 23.

          In Article 19(2), in the first line, delete "Upon making a decision in relation to delisting or suspending Securities, the" and insert "The DFSA shall provide the written notice under Article 19(1)". Also delete "inform" and replace with "to"; delete "in writing of its decision" and replace with "and the Authorised Market Institution". Also insert "or the Authorised Market Institution shall provide" before the words "reasons for the decision".

        • 24.

          In Article 19(3), in the first line, delete "to delist or suspend Securities from the Register of Listed Securities" and replace with "under Article 19(1)". Also insert "and the Authorised Market Institution" after the words "the Reporting Entity".

        • 25.

          In Article 19(4), insert "in the case of directions to suspend Securities" after the words "shall not apply".

        • 26.

          In Article 19(5), delete "delisted or suspended Securities from the Register of Listed Securities" and replace with "directed".

        • 27.

          In Article 19(5)(a), in the first line, insert "and the Authorised Market Institution" after the words "Reporting Entity".

        • 28.

          In Article 19(5)(b), in the first line, insert "necessary" after the words "and make any".

        • 29.

          Article 19(6) is replaced as "The DFSA may by written notice withdraw a direction made under Article 19(1) at any time."

        • 30.

          In Article 19(7), in the second line, delete "to delist or suspend Securities" and insert "by the DFSA" after the word "made".

        • 31.

          Article 19(8) is inserted as "Securities that are suspended from an Official List of Securities are still admitted to an Official List of Securities for the purposes of Part 5 and Part 6 of this Law."

        • 32.

          In Article 20(1), in the first line, delete "Directors" and replace with "directors".

        • 33.

          In Article 20(2), in the second line, insert "relating to corporate governance" after the words "and the Rules".

        • 34.

          In Article 21(1), replace "Directors" with "directors" in two instances.

        • 35.

          In Article 21(2), in the first line, replace "Director" with "director".

        • 36.

          In Article 21(4), in the first line, replace "Directors" with "directors" and insert "true," after the words "shall present a".

        • 37.

          In Article 21(5), in the first line, replace "Directors" with "directors".

        • 38.

          Article 22 is replaced as follows:

          "Data Base

          (1) The DFSA shall establish and maintain an electronic data gathering, analysis and retrieval system (the "data base") for the receipt and storage of information filed or disclosed under this Part and any rules made under this Part. The data base is for the purpose of making information available to the public except where such information is confidential as prescribed in the rules.
          (2) The DFSA may delegate to any person all or part of any function in Article 22(1)."

        • 39.

          In Article 23(2), in the first line, delete "22" and replace with "23" after the word "Article".

        • 40.

          In Article 23(2)(b), in the first line, delete "price sensitive or".

        • 41.

          In Article 23(3), delete "of the Reporting Entity failing" and replace with "that the Reporting Entity fails" after the words "in the event".

        • 42.

          In Article 23(4), in the first line, delete "22" and replace with "23(1)".

        • 43.

          In Article 24(1), in the second line, delete "22" and replace with "23" after the word "Article".

        • 44.

          In Article 24(3)(c), in the third line, delete "purchasing and selling" and replace with "dealing in".

        • 45.

          In Article 24(3)(d), in the first line, delete "has" and replace with "have".

        • 46.

          In Article 25(1), insert "and the relevant Reporting Entity" after the words "report with the DFSA".

        • 47.

          In Article 25(2), insert "and the relevant Reporting Entity" after the words "report with the DFSA".

        • 48.

          In Article 25(2)(b), delete the word "or" and replace with "by an amount or passed through a defined level as prescribed by the Offered Securities Rules; or".

        • 49.

          Article 25(4) is replaced as follows:

          "Reports filed in accordance with Articles 25(1) and (2) and the information provided in the reports as required by the Offered Securities Rules shall be disclosed to the market by the Reporting Entity to which the relevant person is connected and, if considered appropriate, by the DFSA in accordance with the Offered Securities Rules."

        • 50.

          In Article 25(5)(a)(i), in the first line, replace "Director" with "director".

        • 51.

          In Article 25(5)(a)(iii), in the first line, replace "Director" with "director".

        • 52.

          In Article 26(1), in the first line, replace "Director" with "director" and in the third line, replace "Directors" with "directors".

        • 53.

          In Article 27, in the third line, replace "Directors" with "directors".

        • 54.

          In Article 28(2), in the first line, replace "file" with "filed" and in the second line, replace "Directors" with "directors".

        • 55.

          In Article 29, in the title, replace "Auditors" with "Auditor's".

        • 56.

          Article 30 is replaced as follows:

          "Supply of financial statements

          Upon a request from a holder of its Securities, a Reporting Entity shall within 10 days of the request make a financial statement filed under Article 27 or 28 available to the holder."

        • 57.

          In Article 32(2), in the first line, replace "Appeal" with "Appeals".

        • 58.

          Article 33 is replaced as follows:

          "Purpose of this Part

          The purpose of this Part, and of Takeover Rules made for the purpose of this Part, is to:

          (a) ensure that a Takeover takes place in an efficient, competitive, fair and informed market;
          (b) ensure that shareholders are treated fairly and shareholders of the same class are treated equally; and
          (c) provide an orderly framework within which a Takeover is conducted."

        • 59.

          Article 34 is replaced as follows:

          "Takeover Rules

          The DFSA shall make Rules known as the Takeover Rules prescribing the procedures for and obligations of persons in respect of a Takeover of a Reporting Entity."

        • 60.

          Article 35 is replaced as follows:

          "Takeover Principles

          (1) The DFSA shall make Takeover Rules prescribing a set of Takeover principles relating to, but not limited to:
          (a) treatment of shareholders and of classes of shareholders in a Takeover;
          (b) adequacy of time and of information provided to shareholders to enable proper consideration of a Takeover bid;
          (c) avoidance of the creation of false markets; and
          (d) avoidance of oppression of minorities.
          (2) A person who is involved in a Takeover of a Reporting Entity shall comply with and observe the spirit and the wording of the Takeover principles."

        • 61.

          In Article 36(a), in the first line, insert ", or may result in or contribute to," after the words "contributes to".

        • 62.

          In Article 37, in the second line, delete "in a material respect and" and also delete "the" before the words "light of the circumstances".

        • 63.

          In Article 39(1)(a)(iii), delete "if the offer is not in the Prospectus or Supplementary Prospectus".

        • 64.

          Delete Articles 39(3) and 39(4).

        • 65.

          Article 40 is replaced as follows:

          "Statements about future matters

          (1) A person is taken to make a misleading statement about a future matter, whether by himself or his agent, if at the time of making the statement he did not have reasonable grounds for making the statement or causing it to be made.
          (2) The onus for proving that reasonable grounds existed for the purposes of Article 40(1) is on the person who made the statement."

        • 66.

          In Article 41(1)(b), delete the word "dishonest".

        • 67.

          Delete Article 41(2).

        • 68.

          In Article 42(1), in the second line, delete "purchase or sell" and insert "deal in".

        • 69.

          In Article 42(1)(b), delete "Offered Securities" before the word "Rules".

        • 70.

          In Article 43(1), in the fifth line, delete "Offered Securities" before the word "Rules".

        • 71.

          In Article 43(2), in the second line, delete "purchase or sell or agree to purchase or sell" and replace with "deal in" before the word "Investments". Also insert "if that Reporting Entity or person has" after the word "Investments" and delete "Offered Securities" before the word "Rules".

        • 72.

          In Article 45(2)(a), in the first line, replace "Director" with "director".

        • 73.

          In Article 45(2)(a)(iii), replace "Takeover" with "takeover".

        • 74.

          In Article 45(2)(c), replace "Director" with "director", delete "Reporting" and replace "Entity" with "entity".

        • 75.

          In Article 48(2)(b), delete "Offered Securities" before "Rules".

        • 76.

          In Article 48(2)(e), delete "purchase or sale of" and insert "dealing in" before the word "Investments".

        • 77.

          In Article 48(2)(f), delete "purchase or sale of" and insert "dealing in" before the word "Investments".

        • 78.

          In Article 49, in the first line, delete "purchasing or selling" and insert "dealing in" before the word "Investments". In the second line, replace "Director" with "director".

        • 79.

          In Article 49(a), in the second line, replace "Director" with "director".

        • 80.

          In Article 49(b), in the fourth line, replace "Director" with "director".

        • 81.

          In Article 50, in the first line, replace "Director" with "director"; in the second and fourth lines, replace "purchase or sell" with "deal in" and in the fifth line replace "instructions to purchase or sell" with "instructions to deal in".

        • 82.

          Article 51 is replaced as follows:

          (1) "Any person prescribed in Rules made by the DFSA as being responsible for a Prospectus is liable to pay compensation to another person who has acquired Securities to which the Prospectus relates and who has suffered loss or damage arising from any untrue or misleading statement in the Prospectus or the omission from it of any material matter required to have been included in the Prospectus under the Law or Rules.
          (2) The DFSA may make Rules prescribing circumstances in which a person who would otherwise be liable under Article 51(1) will not be so liable.
          (3) Nothing in this Article affects the powers, rights or liabilities that any person may have apart from this Article including the power to institute proceedings under Article 94 of the Regulatory Law 2004."

        • 83.

          Article 52 is replaced as follows:

          "A person who:

          (a) does an act or thing that the person is prohibited from doing by or under this Law or by the Rules;
          (b) does not do an act or thing that the person is required or directed to do by or under this Law or by the Rules;
          (c) otherwise contravenes a provision of this Law or the Rules;

          commits a contravention of this Law or the Rules, as the case may be, by virtue of Article 85 of the Regulatory Law 2004."

        • 84.

          In Article 53, insert "in proceedings pending before it" after the word "declaration".

        • 85.

          In Article 54(1)(e), delete "Takeovers" and "mergers or acquisitions of shares".

        • 86.

          In Article 56(2), delete "The" and insert "Except where such a proceeding would constitute an appeal from a decision of the DFSA, the" before the words "Financial Markets".

        • 87.

          In Article 56(2)(a), replace "any" with "an" and insert "other than a direction under Article 9(2)" after the word "Institution".

        • 88.

          In Article 56(2)(b), replace "any" with "an".

        • 89.

          In Article56(2)(c), replace "any" with "an" and replace "Takeover" with "takeover".

        • 90.

          In Article 56(2)(d), replace "is provided for under this Law" with "may be prescribed by law" and insert "for the purpose of this Article" after the word "Rules".

        • 91.

          In Article 56(3), replace "Commercial Proceeding" with "commercial proceeding".

        • 92.

          In Article 56(4), insert "2004" after the words "Regulatory Law".

        • 93.

          Article 56(5) is replaced as follows:

          "In Article 56(2) "appeal" means a proceeding that lies or could lie to the Regulatory Appeals Committee."

        • 94.

          In Article 57(1), insert "2004" after the words "Regulatory Law".

        • 95.

          In Article 57(2), in the second line, replace "Article 56(2)" with "this Law".

        • 96.

          In Article 58(6), insert "2004" after the words "Regulatory Law".

        • 97.

          In Article 58(7), insert "2004" after the words "Regulatory Law".

        • 98.

          In Article 59, insert "2004" after the words "Regulatory Law".

        • 99.

          In Article 1(1)(f) of the Schedule, delete "a reference to" before the words "the masculine gender".

        • 100.

          In Defined Terms of the Schedule, the definition of "Associate" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

        • 101.

          In Defined Terms of the Schedule, the definition of "Authorised Firm" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

        • 102.

          In Defined Terms of the Schedule, the definition of "Authorised Market Institution" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

        • 103.

          In Defined Terms of the Schedule, the definition of "Chairman of the DFSA" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

        • 104.

          In Defined Terms of the Schedule, the definition of "Chief Executive" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

        • 105.

          In Defined Terms of the Schedule, the term "Director" is replaced with "director".

        • 106.

          In Defined Terms of the Schedule, the definition of "DIFC Law" is replaced as "has the meaning given in Article 2 of Schedule 1 to the Regulatory Law 2004."

        • 107.

          In Defined Terms of the Schedule, the definition of "Exempt Offers" is replaced as "an offer of Securities in or from the DIFC which is an Exempt Offer in accordance with this Law and the Offered Securities Rules."

        • 108.

          In Defined Terms of the Schedule, in the definition of "Financial Markets Tribunal", insert "2004" after the words "Regulatory Law".

        • 109.

          In Defined Terms of the Schedule, the definition of "Investments" is replaced as "has the meaning prescribed in the Rules made under the Regulatory Law 2004."

        • 110.

          In Defined Terms of the Schedule, delete "Market Conduct Rules" and its definition.

        • 111.

          In Defined Terms of the Schedule, delete the term "Offered Securities Rules" and its definition and replace with the term "Official List of Securities" and its definition as "a list of Securities maintained by an Authorised Market Institution in accordance with this Law and Rules made for this purpose."

        • 112.

          In Defined Terms of the Schedule, insert the term "person" and its definition as "has the meaning given in Article 1 of Schedule 1 to the Regulatory Law 2004."

        • 113.

          In Defined Terms of the Schedule, the definition of "President" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

        • 114.

          In Defined Terms of the Schedule, delete the term "Private Placement" and its definition.

        • 115.

          In Defined Terms of the Schedule, delete the term "Register of Listed Securities" and its definition.

        • 116.

          In Defined Terms of the Schedule, the definition of "Regulatory Appeals Committee" is replaced as "has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004."

        • 117.

          In Defined Terms of the Schedule, delete the term "Regulatory Law" and its definition.

        • 118.

          In Defined Terms of the Schedule, in the term "Reporting Entity", section (1)(a), delete "the Register of Listed" and replace with "an Official List of" before the word "Securities".

        • 119.

          In Defined Terms of the Schedule, in the term "Reporting Entity", section (2)(b)(i), delete "the Register of Listed" and replace with "an Official List of" before the word "Securities".

        • 120.

          In Defined Terms of the Schedule, in the term "Reporting Entity", section (2)(b)(ii), delete "the Register of Listed" and replace with "an Official List of" before the word "Securities".

        • 121.

          In Defined Terms of the Schedule, in the term "Reporting Entity", section (2)(b)(iii), delete "Securities" and replace with "voting rights" before the words "in the Reporting Entity".

        • 122.

          In Defined Terms of the Schedule, the definition of "Rules" is replaced as "has the meaning given in Article 2 of Schedule 1 of the Regulatory Law 2004."

        • 123.

          In Defined Terms of the Schedule, the definition of "Securities" is replaced as "has the meaning prescribed in the Rules made under the Regulatory Law 2004."

        • 124.

          In Defined Terms of the Schedule, delete the terms "Takeover(s)", "Takeover Offer", "Takeover Rules" and their respective definitions.

        • 125.

          In Defined Terms of the Schedule, insert the term "Takeover" and its definition as "takeover and merger transactions however effected, including schemes of arrangements which have similar commercial effect to takeovers and mergers, partial bids, bid by a parent company for shares in its subsidiary and (where appropriate) share repurchases by general bid."

          * * * * *