Abu Dhabi Global Market (“ADGM”) has established a comprehensive regulatory framework to govern the establishment and functioning of domestic and foreign funds in its jurisdiction. The ADGM Fund Rulebook issued in September 2025, provides extensive guidelines for establishing of funds and related managing, marketing, winding up activities. This article will cover the guidelines for marketing of domestic and foreign funds in the jurisdiction.
Pre-Conditions for Marketing a Fund
Prior to marketing of a fund in the ADGM, the Rulebook and the Financial Services and Markets Regulations (“FSMR”) prescribes certain pre-conditions which states that an Authorised Person may only market funds where:
– a Prospectus being offered is compliant with the requirements of the FSMR and the rule book;
– the regulator is notified in compliance with the rulebook;
– the authorized person holds the required Financial Services Permission;
– and the offer of the fund conforms to the FSMR or the rule book requirements.
Rule 8.1 of the rule book mandates the Authorized Person to notify the regulator i.e. Financial Services Regulatory Authority, about the fund’s name, its structure and vehicle type, and its investment policy and strategy, within 30 days of commencing the marketing of the fund. The Regulator may also seek additional information. This notification is a post commencement disclosure which is designed to keep the FSRA informed about what is being marketed.
Marketing of Domestic Funds
For domestic funds, the Fund Manager is solely responsible for producing a Prospectus as per Rule 9.2. The Rulebook sets certain standards for the content within the Prospectus wherein:
– the information shall be clear, fair, and not misleading. The Prospectus must not contain any provision which is unfairly prejudicial to the interests of Unitholders generally or to the Unitholders of any class of Unit.
– the information shall enable an investor and their professional advisers to make an informed decision.
– a supplementary Prospectus is to be issued promptly upon any material change affecting any matter contained in the Prospectus.
Marketing of Foreign Funds: A Parallel Regime
Foreign fund marketing in ADGM operates under a separate framework. Such foreign funds usually operate under their home jurisdiction and laws. The FSRA has the power to impose special conditions or criteria to apply to offering of such foreign funds. An Authorized Fund manager can offer units of a foreign fund only if the same can be offered, under the home jurisdiction regulation applying to that Fund.
The Prospectus of a foreign fund must be in English and carry an FSRA standard disclaimer, applicable legislation, its home jurisdiction and the name of the relevant foreign regulator. Additionally, the Prospectus must disclose investment strategy and risk, fees structure, exit and redemption terms.
Conclusion
Fund managers operating in the space of domestic and foreign funds in the ADGM must carefully prepare for the marketing and operating strategy for pitching the fund to the prospective investors. The ADGM’s rulebook along with FSRA guidelines provide for ample information for fund managers to follow while marketing their funds.
“This article is for information purposes only and does not constitute legal or professional advice”.
