ADGM Funds Passporting Rules (FP Rulebook)chapter by chapter

Rule 1.2.1-1.2.21.2 Application

Fund Passporting Rules apply to fund managers of domestic funds registering as passported funds or on the Register of Passported Funds, and to agents or licensed persons promoting passported funds from ADGM.

Rule 2.1.1-2.1.32.1 Passported Funds - Public/Private Classification

Passported Domestic Funds must be classified as Public or Private; Private funds promote units only by private placement to Professional Clients with minimum $50,000 initial subscription.

Rule 3.1.2-3.1.33.1 Notification for Private Funds

Home Regulators must be notified in prescribed form of intention to passport a private fund, identifying host jurisdictions, promoting agents, prospectus with private-placement disclaimer and fee.

Rule 3.1.4-3.1.103.1 Regulator Transmission, Refusal and Fund Manager Obligations - Private Funds

Private fund managers must give written notice without delay of any material change, error or omission before promotion starts, and immediately cease promotion and adopt an alternative name if a Host Jurisdiction reports a name conflict.

Rule 3.2.2-3.2.33.2 Notification for Public Funds

When the Regulator is home regulator, a Public Fund's notification of intended passporting must include compliance certification, prospectus, fee and bilingual KIID.

Rule 3.2.4-3.2.103.2 Regulator Transmission, Refusal and Fund Manager Obligations - Public Funds

Fund Managers of Public Funds must follow the same five-business-day transmission and publication regime, refusal notification, material change escalation and name-conflict cessation obligations as Private Funds.

Rule 4.1.2-4.1.34.1 Registration of Passported Funds in Host Jurisdiction

Host regulators must promptly update their Register of Passported Funds on receiving a home regulator transmission and notify the home regulator; passported funds may then be promoted in ADGM.

Rule 5.1.2-5.1.55.1 Register of Passported Funds - Maintenance and Content

Fund managers must maintain at all times a Register of Passported Funds with prescribed details for home-regulator-accepted and host-regulator-notified funds, available to other authorities on request.

Rule 6.1.26.1 Compliance with Constitution and Unitholder Register

Where ADGM is the home jurisdiction, a passported fund's manager must ensure the fund runs in line with its constitution and ADGM law, and keep or arrange a unitholder register.

Rule 6.2.26.2 Ongoing Appointment of Fund Manager

A Passported Fund must at all times have an appointed Fund Manager authorised by its Home Regulator to conduct fund management in the Home Jurisdiction.

Rule 6.3.2-6.3.36.3 Promotion by Fund Managers, Agents and Licensed Persons in ADGM

Fund managers, agents and licensed persons may promote a passported fund in ADGM without further ADGM authorisation, provided promotion is limited to that fund, ADGM is nominated as host jurisdiction, and home-jurisdiction rules are followed.

Rule 6.4.26.4 Additional Criteria for Public Funds

Passported Public Funds must at all times meet minimum requirements on incorporation, trustee, auditor and an English-language Prospectus with prescribed content.

Rule 6.5.2-6.5.46.5 Custodian Requirements

Passported fund managers must appoint a custodian independent of the fund manager; public funds need an SCA-authorised custodian, and sub-custodians are permitted.

Rule 6.6.2-6.6.56.6 Reporting Material Changes to the Regulator

A fund must notify its Home Regulator promptly and no later than 7 days after awareness of material changes such as manager replacement, prospectus amendment, or winding-up.

Rule 7.1.2-7.1.37.1 Notification Fees

Firms must pay the prescribed notification fee at passporting notification and annually thereafter, with umbrella funds paying the fee separately for each sub-fund, segregated portfolio or cell.

Rule 8.1.2-8.1.58.1 De-registration by Home Regulator

The home regulator may de-register a passported fund for non-compliance, manager request, winding-up, or host regulator request, and the fund must immediately stop promoting in host jurisdictions.

Rule 8.2.2-8.2.38.2 Notification of De-registration by Home Regulator (ADGM as Host)

Where ADGM is host regulator, the register of passported funds must be promptly updated on home regulator de-registration, and promotion of the fund must cease immediately upon removal.

Rule 9.1.2-9.3.29.1-9.3 Cross-Border Assistance, Inspections and Refusal Grounds

The Home Regulator must permit Host Regulator on-site inspections and may request cross-border investigative assistance, unless enforcement or judicial proceedings already cover the same conduct.

Rule 9.4.2-9.5.49.4-9.5 Exercise of Regulatory Powers and Host-Jurisdiction Protective Action

Where ADGM is Host Jurisdiction and a fund manager's conduct remains materially prejudicial, the Regulator may consult the Home Regulator and then impose protective measures and penalties.

App 1, paras 1-16App.1 Public Fund Minimum Criteria and Prospectus Content

A Passported Public Fund must meet Appendix 1 minimum criteria, including a compliant auditor and English-language Prospectus, and its Prospectus must contain prescribed minimum information categories.