159
Articles
36
Chapters
FSRA
Issuing authority
2015
Effective since
AI
Cited answers from article text
ADGM Collective Investment Funds Rules (FUNDS Rulebook) is one of the rulebooks issued by the Financial Services Regulatory Authority — ADGM. For compliance officers, legal teams, and advisors working under this regime, finding the right article quickly matters. Lexara indexes the full text of ADGM FUNDS Rulebook and makes it searchable two ways: full-text and keyword search for rapid lookup, and AI Explorer for natural-language questions answered with citations to the exact article.
159 articles in 36 chapters, each with a plain-English summary by Arakan. The full text of every article is in the Laws Browser.
Rule 1.1.1-1.2.11.1-1.2 Application and Client Classification
Firms must determine whether the FUNDS Rulebook applies to fund management, administration, custody or trustee activities, and classify each unitholder as a professional client or retail client.
Rules 1.1.1-1.1.3, 1.2.11.1-1.2 Application and client classification
FUNDS Rulebook applies to persons managing collective investment funds, acting as fund administrator, providing custody, or acting as investment trust trustee, using COBS Professional and Retail client classification criteria.
Rule 2.1.1-2.1.202.1 Fund Exclusion Determination
Before treating an arrangement as a regulated Fund, firms must check whether it meets a prescribed exclusion, such as deposits, group arrangements, sukuk or discretionary portfolio accounts.
Rules 2.1.1-2.1.202.1 Exclusions from the definition of a Fund
Arrangements amounting to a Collective Investment Fund fall outside the FUNDS Rulebook if they fall within one of twenty prescribed exclusions, such as deposits, group arrangements, insurance contracts, sukuk or carried interest vehicles.
Rule 3.1.1-3.4.13.1-3.4 Domestic/Foreign and Public/Exempt/QIF Classification
ADGM Funds must be classified as Domestic or Foreign, and Domestic Funds as Public, Exempt (minimum US$50,000) or Qualified Investor Fund (minimum US$500,000), applying matching Rulebook chapters.
Rules 3.1.1, 3.2.13.1-3.2 Domestic/Foreign classification and types of Domestic Fund
Domestic Funds established or domiciled in ADGM must be constituted as Public, Exempt, or Qualified Investor Funds, ranked from most to least regulatory intensity; others are Foreign Funds.
Rules 3.3.1-3.3.53.3 Domestic Fund criteria - Public, Exempt and Qualified Investor Fund conditions
Domestic funds must be Public Funds if offered publicly or held by retail clients; otherwise they may be Exempt Funds (US$50,000 minimum) or Qualified Investor Funds (US$500,000 minimum).
Rule 4.1.1-4.1.94.1 Specialist Fund Classification
Funds must determine whether they fall within specialist fund classes such as feeder, master, umbrella, REIT, venture capital, private credit, or green funds, and apply class-specific requirements, including that umbrella sub-funds may not invest in each other.
Rules 4.1.1-4.1.94.1 Specialist Fund classification criteria
A domestic or foreign fund meeting prescribed criteria is classed as a specialist fund, such as a feeder, master, umbrella, REIT, venture capital, private credit, or green fund.
Rule 5.1.1-5.1.45.1 Excluded Offers and Transactions
Offers and transactions are excluded from the definition of an Offer of Units, including personal non-promotional offers, execution-only trades, discretionary portfolio trades, redemptions, and offers only to Market Counterparties.
Rules 5.1.1-5.1.45.1 Excluded transactions and offers
Certain personal transactions are excluded from offers of Units under FUNDS regulations, such as specific redemption actions and Execution-Only Transactions.
Rule 6.1.1-6.1.46.1 Registration of Public Funds
A Fund Manager must apply to the Regulator for Public Fund registration, supplying the constitution, prospectus and certifications, and must notify material changes without delay.
Rule 6.2.1-6.2.26.2 Notification for Exempt Funds and Qualified Investor Funds
Notifications to the Regulator for exempt funds and qualified investor funds must include the fund description, prime broker details, compliance certification where applicable, and for foreign fund managers, domicile and administrator or trustee details.
Rule 6.3.1-6.3.66.3 Protected/Incorporated Cell Companies - Regulator Consent
Regulator consent is required to establish Protected or Incorporated Cell Companies, and for new Cells, a notice and documentation must be submitted.
Rules 6.1.1-6.1.36.1 Registration application for Public Funds
The fund manager, jointly with the trustee for investment trusts, must apply to the regulator to register a public fund, submitting the constitution, prospectus and compliance certifications.
Rules 6.1.2, 6.1.46.1 Registration requirements and material change notification
A fund is registered only once formalities, fund manager, trustee, auditor, oversight and custody arrangements and naming requirements are satisfied; material changes arising before registration must be reported to the regulator promptly in writing.
Rules 6.2.1-6.2.26.2 Notification requirement for Exempt Funds and Qualified Investor Funds
Fund Managers notifying the Regulator about an Exempt Fund or Qualified Investor Fund must provide a general description, prime broker details, compliance certification, and foreign managers' domicile and administrator details.
Rules 6.3.1-6.3.66.3 Protected Cell Companies and Incorporated Cell Companies
A Protected or Incorporated Cell Company requires Regulator consent in ADGM; non-QIF domestic funds need Regulator approval for new cells, while QIF managers give seven days' notice.
Rule 7.1.1-7.1.27.1 Foreign Fund Manager Authorisation Requirements
Foreign Fund Managers of Domestic Funds must be regulated in a recognised jurisdiction, accept ADGM law, sign a declaration, and appoint an administrator, trustee and eligible custodian.
Rule 7.2.1-7.2.47.2 Authorised Fund Manager of a Foreign Fund
Authorised Fund Managers of Foreign Funds must notify the Regulator seven days before launch, appoint an administrator, trustee and custodian where practical, and submit Periodic Fund Returns.
Rules 7.1.1-7.1.27.1 Foreign Fund Manager authorisation and appointment requirements
Foreign fund managers of domestic funds must be regulated in a recognised jurisdiction, submit to ADGM law, and appoint a fund administrator, trustee and eligible custodian before managing.
Rules 7.2.1-7.2.27.2 Authorised Fund Manager of a Foreign Fund - notification and systems
Authorised Fund Managers of Foreign Funds must notify the Regulator at least seven calendar days before launch, submit fund documents and periodic returns, and maintain controls meeting home-jurisdiction requirements.
Rules 7.2.3-7.2.47.2 Appointment of administrator/trustee/custodian and AML application
Authorised Fund Managers of Foreign Funds must appoint an administrator or trustee and an Eligible Custodian before managing, unless custodian impractical, and apply AML rules to Unitholders.
Rule 9.2.19.2 Prospectus production and filing requirement
The Fund Manager of a Domestic Fund must prepare a Prospectus under the prospectus chapter and, for a Public Fund, file a copy of the Prospectus with the Regulator.
Rule 9.2.1-9.4.39.2-9.4 Prospectus Requirement, Content and General Requirements
Operators of Domestic Funds must produce a clear, fair, not-misleading Prospectus expiring within 12 months, and issue supplementary prospectuses promptly after material changes, giving applicants 7 days to withdraw.
Rule 9.5.1-9.5.49.5 Mandatory Prospectus Content by Fund Type
Public and Exempt Fund prospectuses must contain prescribed mandatory disclosures, specialist-class information, and the ADGM regulatory-status statement, with Exempt Funds also prominently displaying a leverage, illiquidity and risk warning.
Rule 9.6.19.6 Feeder Fund additional Prospectus disclosure
Fund Managers of feeder funds must ensure the prospectus discloses master fund objectives, layered-fee risks, fees at each level, and that master fund documents are available to prospective unitholders.
Rule 9.7.1-9.7.39.7 Obligation to Make Prospectus Available
Fund managers must make the most recent prospectus available free to unitholders and eligible investors at or before offer, and keep copies for inspection in the ADGM.
Rule 9.8.1-9.8.29.8 Responsibility for Prospectus Content
Fund Managers, governing body members and other named persons must be identified as responsible for prospectus content, and records supporting any liability exceptions must be maintained.
Rules 9.3.1-9.3.2, 9.4.19.3-9.4 Prospectus content standards and general requirements
A fund prospectus must be clear, fair and not misleading, contain information needed for informed investment decisions, be updated on material change, be in English, and expire within twelve months.
Rules 9.4.2-9.4.39.4 Supplementary and Replacement Prospectus procedures
Fund Managers must issue a Supplementary or Replacement Prospectus after a material change, file it with the Regulator, and let pending Public Fund applicants confirm or retract with refunds.
Rules 9.5.1-9.5.49.5 Prospectus content specific to Fund type and mandatory statements
Fund prospectuses must include required APP7 and specialist-class information, display the prescribed regulatory-status statement prominently on the front page, and Exempt Funds must add a Mandatory Fund Disclosure Statement on investment risk.
Rules 9.7.1-9.7.39.7 Obligation to make the Prospectus available
Fund Managers and Authorised Persons must provide the latest Prospectus free of charge to Unitholders and eligible prospective investors at offers, and keep accessible copies for inspection.
Rules 9.8.1-9.8.29.8 Responsibility for the Prospectus and liability exceptions
Fund Managers, fund directors and Prospectus authorisers bear responsibility for Prospectus content, exempt from liability for misleading statements if reasonable enquiries were made and corrections promptly taken.
Rule 8.1.18.1 Regulator notification of Fund marketing
Authorized Persons must notify the Regulator within 30 days of commencing Fund marketing, including relevant details unless previously registered.
Rule 10.1.1-10.1.510.1 Foreign Fund Prospectus Disclosure and Retail Client Restriction
Foreign Fund Units cannot be offered to Retail Clients without home-jurisdiction approval and must include a compliant Prospectus detailing essential information.
Rule 10.1.610.1 Suitability for Recommendation-Based Offers
Firms must complete a suitability assessment with a reasonable basis before recommending a Foreign Fund Unit to a Retail Client, under the COBS suitability requirements.
Rule 10.1.710.1 Six-Year Record Keeping for Foreign Fund Marketing
Foreign fund marketers must keep records sufficient to demonstrate compliance with Chapter 10 marketing requirements for at least six years.
Rules 10.1.1-10.1.210.1 Retail Client access restriction and Prospectus availability
Authorized Fund Managers cannot offer a Foreign Fund to Retail Clients unless permitted by home-jurisdiction regulation and must provide a compliant Prospectus.
Rules 10.1.3-10.1.410.1 Foreign Fund Prospectus content requirements
Foreign Funds in ADGM must provide an English Prospectus disclosing investment policies, risks, fees, and exit terms, including a regulatory-status statement and ADGM warnings.
Rules 10.1.5-10.1.710.1 Prospectus maintenance, suitability assessment and six-year record retention
Authorized Fund Managers must maintain accessible Prospectuses, conduct suitability assessments before retail recommendations, and retain compliance records for six years.
Rule 11.1.2-11.1.311.1.2-11.1.3 Constitution Requirements and Contents
Every Domestic Fund must have a written Constitution with prescribed disclosures, a viable purpose, an appointed Auditor, a Trustee if an Investment Trust, and single pricing for open-ended Funds.
Rule 11.1.311.1 Constitution content and maintenance responsibility
The Fund Manager, and Trustee for an Investment Trust, must ensure the Constitution includes required APP5 disclosures and no provisions prejudicial to Unitholders, and maintain it through lawful amendments.
Rule 11.1.411.1 Issue of Unit classes and Investment Trust instruction compliance
Fund Managers may issue Unit classes and Units within Constitution limits without unfairly prejudicing other classes or Unitholders; Investment Trust Trustees must reasonably verify Fund Manager instructions first.
Rule 11.1.4-11.1.611.1.4-11.1.5 Unit Classes and Fund Naming
A fund manager must issue unit classes only as set out in the Constitution, keep fund and class names non-misleading, and obtain Regulator satisfaction before using terms such as guaranteed or protected.
Rules 11.1.1-11.1.211.1 General Constitution requirements
Domestic Funds must have a written Constitution, a feasible purpose, an appointed auditor, and single pricing for open-ended Funds; clauses exempting Fund parties from FUNDS liability are void.
Rules 11.1.5-11.1.611.1 Fund naming restrictions
Fund Managers must demonstrate to the Regulator that a guarantor can honour any guaranteed or protected name, with full Prospectus disclosure; fund names must not be misleading.
Rule 12.2.1-12.2.412.2 Fund Manager and Trustee General Duties
Fund Managers and Trustees must act honestly with due care, treat Unitholders equally, segregate Fund Property, report material breaches to the Regulator, and Trustees must decide consent requests promptly.
Rule 12.3.1-12.3.312.3 Safekeeping of Fund Property and Eligible Custodian Delegation
Fund managers must safeguard fund property through an eligible custodian, or prescribed alternatives like real property title control or nominee arrangements where none is appointed.
Rule 12.3.4-12.3.612.3 Trustee Duties, Removal and Replacement
An Investment Trust's Trustee must hold Fund Property on trust, register legal title, and follow the Trust Deed; retirement or removal requires the prescribed Regulator-approved process.
Rule 12.3.7-12.3.912.3 Eligible Custodian, Fund Administrator and Prime Broker Appointment
Appoint a qualified Fund Administrator and Eligible Custodian before Fund management begins, with specific requirements for prime broker disclosures.
Rule 12.3.1012.3 Risk management segregation between valuation and portfolio management
Fund Managers must ensure risk management roles are separate from portfolio management, potentially requiring an independent Fund Administrator for compliance.
Rule 12.3.11-12.3.1212.3 Conflicts of Interest and Side-Letter Disclosure
Fund managers must avoid conflicts of interest in fund property dealings and disclose them to unitholders, and must disclose fair-treatment and side-letter arrangements, without granting more favourable liquidity terms to side-letter investors.
Rule 12.3.1312.3 Affected Person Transactions
Fund Transactions with an Affected Person must be at least arm's-length; oversight confirmations and Unitholder approvals are required for certain public fund transactions.
Rule 12.3.1412.3 Best execution and fair allocation
Fund Managers must ensure best execution, timely and fair allocation of trades across Funds and clients, no excessive trading, and underwriting conducted in the Fund's best interest.
Rule 12.4.1-12.4.212.4 Valuation of Fund Property
Fund operators must keep documented valuation policies, value Fund Property regularly, publish Unit prices promptly, reconcile Units to the register, and correct valuation errors as soon as possible.
Rule 12.5.1-12.5.212.5 Determination of Single Price
A fund must take all reasonable steps to price units correctly and fairly using the valuation, rectify pricing errors immediately, and inform the Regulator unless the error is minimal.
Rule 12.6.112.6 Suspension of Dealings in Units
Open-ended domestic funds may suspend dealings in units only in exceptional circumstances in unitholders' interests, with trustee agreement, and must notify the Regulator immediately and unitholders promptly.
Rule 12.7.112.7 Unitholder register maintenance
A Fund Manager or Trustee must keep a complete, current Unitholder register with holdings by class and registration date, available for inspection during normal business hours at an ADGM location.
Rule 12.8.1-12.8.412.8 Meetings of Unitholders and the Governing Body
Public Funds with a Governing Body must hold at least two meetings every 12 months, convene unitholder meetings on request, and distribute a meeting procedures manual to unitholders.
Rule 12.9.112.9 Approvals and notifications under APP3
Fund Managers of Public Funds must comply with APP3 for Regulator notification of material constitution or prospectus changes and unitholder approval or notice of fundamental and significant changes.
Rule 12.10.112.10 Maintenance of records and six-year Unit-transaction retention
A Fund Manager must keep records proving FUNDS compliance, including six-year Unit transaction and dilution levy calculation records, available free of charge for Regulator inspection.
Rule 12.11.112.11 Minimum Fund capital shortfall notification
A Public Fund's Fund Manager must immediately notify the Regulator when capital drops below the minimum fund size, stating viability grounds or wind-up steps.
Rule 12.12.1-12.12.812.12 Delegation and Outsourcing
Firms delegating activities or outsourcing functions must perform due diligence, use written agreements, monitor providers, and review their performance at least every six months.
Rule 12.13.1-12.13.712.13 Fees, Charges and Levies
Funds can only charge fees as outlined in the Prospectus, with prior notice for changes, and must document capital and income allocations.
Rule 12.14.112.14 Compliance with AML Rules
Authorised Fund Managers must apply AML Rules to collective investment fund unitholders and prospective unitholders in place of customers.
Rules 12.2.1-12.2.412.2 Fund Manager and Trustee general duties
Fund Manager must manage the fund per its constitution and prospectus, act honestly with reasonable care, prioritise unitholders, treat equally, segregate fund property, and report material breaches.
Rules 12.3.1-12.3.312.3 Duties in relation to Fund Property and custody delegation
Fund managers must ensure fund property dealings follow the constitution and prospectus, and must delegate custody to an eligible custodian unless impracticable and disproportionate.
Rules 12.3.4-12.3.612.3 Trustee custody, safekeeping and removal/retirement procedures
A trustee of an investment trust must hold fund property on trust for unitholders, segregate trust property, register legal title, and cannot retire or be removed without regulator approval or court order.
Rules 12.3.7-12.3.912.3 Eligible Custodian criteria and prime broker conditions
Fund Managers must appoint a fund administrator or trustee and an eligible custodian meeting prescribed criteria before commencing management; prime broker collateral authority requires disclosures and eligible custodian status.
Rules 12.3.11-12.3.1312.3 Conflicts of interest, side-letter disclosure and Affected Person transactions
Fund Managers must manage conflicts of interest, disclose them, and ensure arm's-length terms for transactions involving affected parties.
Rules 12.4.1-12.4.212.4 Valuation of Fund Property
Fund Managers must maintain documented valuation policies, value Fund Property at set intervals, publish Unit prices promptly, and correct and reimburse any valuation errors.
Rules 12.5.1-12.5.2, 12.6.112.5-12.6 Single pricing determination and suspension of dealings
Fund Managers must price units correctly and fairly, promptly fix pricing errors, and may suspend dealings in open-ended funds only in exceptional circumstances, with Trustee agreement and Regulator notice.
Rules 12.8.1-12.8.412.8 Meetings of Unitholders and Governing Body
Public fund governing bodies must meet at least twice yearly, and managers must convene unitholder general meetings on requests signed by holders of one-tenth of value.
Rules 12.12.1-12.12.812.12 Delegation and outsourcing framework
Fund Managers must register fund property title with the eligible custodian and delegate or outsource functions only to authorised providers under written agreements, with six-monthly reviews.
Rules 12.13.1-12.13.712.13 Fees, charges and expense controls
A Fund Manager must not charge amounts beyond those permitted by the constitution and prospectus, and must give 90 days' notice of remuneration increases.
Rule 13.2.113.2 Issue and Redemption of Public Fund Units
An open-ended Public Fund must be willing to issue and sell Units to eligible Clients and redeem Units on Unitholder request at all times, paying redemption proceeds in full within the specified period.
Rule 13.3.1-13.3.413.3 Oversight Arrangements - Appointment and Suitability
Public Funds must have an oversight arrangement with suitable individuals or institutions, performing ongoing due diligence and timely replacements.
Rule 13.3.5-13.3.1713.3 Oversight Function Duties, Systems and Reporting
Fund oversight persons must monitor the Fund Manager's compliance, escalate unremedied material findings to the Regulator within 30 days, report to the board quarterly, and produce an annual Public Fund oversight report.
Rule 13.3.1813.3 Oversight Record Keeping
Maintain records of due diligence performed for oversight personnel assessment and any issues raised along with remedial actions taken.
Rule 13.4.2-13.4.713.4 Investment and Borrowing Requirements for Public Funds
Public Funds must ensure investment compliance by spreading risk, rectifying breaches, verifying audits before cross-Fund investments, and capping borrowing and derivatives exposure.
Rule 13.4.8-13.4.913.4 Real Property Valuation for Public Funds
Requires an appointed valuer to obtain full market value appraisals of fund real property, inspected at least annually, with reviews every six months and fresh valuations after material events.
Rule 13.5.1-13.5.313.5 REIT Naming and Distribution Requirements
Only a Property Fund meeting income-generating and at least 80% audited net income distribution criteria may use REIT terminology, and must notify the Regulator if criteria cease to be met.
Rule 13.5.4-13.5.513.5 REIT Development and Borrowing Limits
REITs must limit property-under-development investments held to completion to 30% of NAV and cap borrowing at 65% of gross asset value, and on any breach must notify unitholders and regulator and remediate.
Rule 13.6.1-13.6.213.6 Payments of Liabilities on Transfer of Assets
Payments from a Fund/Trustee for post-transfer liabilities require either adequate provision for known liabilities or Unitholder approval unless prohibited by the Constitution.
Rules 13.1.1-13.1.2, 13.2.113.1-13.2 Public Fund application scope and issue/redemption obligations
Public Fund Managers must, subject to the Constitution and Prospectus, issue and redeem Units fairly between Unitholders at all times during the dealing day and pay redemption proceeds within the specified period.
Rules 13.3.1-13.3.413.3 Oversight arrangement establishment and suitability due diligence
Public Fund Managers must set up a permitted oversight arrangement with suitable individuals, perform pre-appointment due diligence, document appointments in writing, and replace members within 21 or 60 days.
Rules 13.3.5-13.3.613.3 General oversight duties and reporting to the Fund Manager and Regulator
Oversight providers must ensure Fund Manager compliance and report breaches to regulators if not remedied within 30 days.
Rules 13.3.7-13.3.1313.3 Independence criteria, proceedings and disclosure principles
Fund oversight providers must meet independence criteria against the Fund Manager and follow principles of integrity, due skill and care, market conduct, and open cooperation with the Regulator.
Rules 13.3.14-13.3.1713.3 Systems and controls supporting oversight, quarterly reporting and co-operation
Fund Managers must give oversight providers resources, information and record access, provide audit and compliance reports promptly, and report significant breaches or financial-position matters.
Rules 13.3.16, 13.3.1813.3 Oversight report and due-diligence record keeping
A public fund's oversight provider must issue an annual oversight report stating whether dealing, pricing or investment restrictions were materially breached, while the fund manager keeps suitability due-diligence and remedial action records.
Rules 13.4.1-13.4.313.4 Investment and borrowing requirements - spread of risk and breach rectification
Public fund managers must ensure fund property spreads risk per stated objectives, avoid restricted investments, and rectify breaches promptly at their own expense.
Rules 13.4.4-13.4.513.4 Investment in other Funds and Derivative exposure limits
Fund Managers must check other-Fund investments are audited, open-ended, capped at 20% of gross asset value, and validly priced; total Derivative exposure must not exceed net asset value.
Rules 13.4.6-13.4.713.4 Stock lending/borrowing and Fund borrowing limits
Fund managers may enter stock lending and borrowing with full collateral, and borrow for the fund up to 20% of gross asset value (65% for property funds).
Rules 13.4.8-13.4.913.4 Real Property valuer appointment and valuation frequency
Fund Managers must appoint a suitable valuer for fund real property, arranging full physical inspections, six-monthly revaluations, and fresh valuations before unit issues or redemptions after material events.
Rules 13.5.1-13.5.413.5 REIT status, income distribution and property development limits
A Fund may hold itself out as a REIT only if it distributes at least 80% of audited net income; development property is capped at 30% of net asset value.
Rules 13.5.3, 13.5.513.5 REIT borrowing limits and SPV income distribution
Non-QIF REITs using special purpose vehicles must ensure SPVs distribute permissible net income, cap borrowing at 65% of gross asset value, and immediately report and remedy any breach to unitholders and regulator.
Rules 13.6.1-13.6.213.6 Payment of liabilities on transfer of assets
Fund Managers or Trustees may pay post-transfer liabilities from Fund Property on asset transfers for unit issuance if the Constitution permits and provision was made or unitholders approve.
Rule 13A.2.113A.2 Systems and controls for Private Credit Fund risk management
Private Credit Fund Managers must maintain systems and controls covering risk appetite, credit assessment and pricing, ongoing monitoring, concentration risk, stress testing, collateral, impairments and timely Fund Property valuation.
Rule 13A.2.1-13A.4.113A.2-13A.4 Systems, Eligible Investments, Diversification and Leverage
Funds must maintain documented credit risk systems and stress testing, avoid lending to prohibited borrowers, limit single-borrower exposure to 25% of Committed Capital, and cap borrowing at 100% of Committed Capital.
Rule 13A.5.1-13A.6.113A.5-13A.6 Disclosure and Reporting
Fund Prospectuses must carry a prominent warning on credit investment risks, with periodic reports covering loan type breakdowns, undrawn facilities, loan-to-value, non-performing exposures and stress test results.
Rule 13A.6.113A.6 Additional periodic reporting content
Private Credit Fund periodic reports must also include breakdowns of originated loans by seniority and repayment type, committed undrawn facilities, loan-to-value, non-performing exposures, and latest stress-test results.
Rule 13A.7.1-13A.7.313A.7 Stress Testing and Scenario Analysis
A fund must maintain a stress testing and scenario analysis programme with semi-annual market-risk stress tests and annual yield-curve scenarios, reporting results without undue delay to the Governing Body.
Rules 13A.3.1-13A.3.313A.3 Eligible investments and diversification limits
A private credit fund manager must not lend to natural persons, affected persons, collective investment funds, speculative-use borrowers, or banks, and must cap single-borrower exposure at 25% of committed capital.
Rules 13A.4.1, 13A.5.113A.4-13A.5 Borrowing limit and Prospectus risk disclosure
Private Credit Fund borrowing is capped at 100% of Committed Capital, and its Prospectus must include prominent risk warnings and loan-origination, concentration and credit-monitoring disclosures.
Rules 13A.7.1-13A.7.313A.7 Stress testing and scenario analysis programme
Private Credit Fund Managers must implement comprehensive stress-testing and scenario analysis, report results to the Governing Body, and conduct tests semi-annually and annually.
Rule 15.1.215.1 Ongoing QIF condition compliance and loss-of-status actions
A Qualified Investor Fund must meet its conditions at inception and ongoing; if it ceases to qualify, the Fund Manager must wind up or re-register it and notify the Regulator.
Rule 15.3.115.3 Custody of Fund Property
Qualified investor funds, other than investment trusts, must register legal title with an eligible custodian, or if impracticable, keep fund property segregated and insolvency-remote from the fund manager.
Rules 15.2, 15.3.115.2-15.3 Overarching Fund Manager obligations and custody of QIF Fund Property
Qualified investor fund managers remain bound by core conduct and systems obligations, and must register fund property title with an Eligible Custodian unless impracticable and disproportionate.
Rule 16.2.1-16.2.416.2 Financial Statements, Accounting Records and Six-Year Retention
Funds must prepare annual financial statements under IFRS or US GAAP/SORP and keep accounting records for at least six years, open to inspection and producible in English hard copy within three business days.
Rule 16.3.1-16.3.916.3 Auditor Appointment, Independence and Function
Fund managers must notify the Regulator of auditor appointments, terminations and resignations, verify auditor skills, promptly replace vacancies, maintain auditor independence and cooperate fully with the auditor.
Rule 16.4.1-16.4.816.4 Periodic Reports - Annual and Interim
Fund must produce an annual report within six months and an interim report within three months of period end, with audited financial statements, auditor's report, and manager's report.
Rule 16.6.1-16.6.716.6 Periodic Fund Return
Authorised Fund Managers must submit periodic fund returns for each domestic and foreign fund managed within one or six months of each reporting date, plus requested supplemental information.
Rules 16.2.1-16.2.416.2 Financial statement preparation and six-year Accounting Record retention
Fund managers must prepare annual IFRS or US GAAP financial statements, keep accounting records for at least six years available for regulator inspection, and produce hard copies in English within three business days.
Rules 16.3.1-16.3.716.3 Auditor appointment, independence and co-operation
A Fund Manager must notify the Regulator of auditor appointments, immediately report auditor resignation or termination, promptly replace vacancies, and ensure auditor independence and cooperation by staff and delegates.
Rules 16.3.8-16.3.916.3 Audit function, report content and waiver process
Fund Managers must require auditors in writing to audit fund financial statements under IAASB standards and issue a Fund Auditor's Report, unless the Regulator waives this for Exempt Funds.
Rules 16.4.1-16.4.316.4 Annual and interim report production and required content
A Fund Manager must produce interim reports within three months and annual reports within six months of period end, free to Unitholders and in English.
Rules 16.4.4-16.4.816.4 Fund Manager's report and comparative table content
Fund Managers must include specific content in interim and annual reports, including financial statements and performance tables.
Rules 16.6.1-16.6.716.6 Periodic Fund Return submission
Fund Managers must submit prescribed Periodic Fund Returns for each domestic and foreign fund they manage, quarterly or semi-annually, within one or six months of each reporting date, plus any information the Regulator requires.
Rule 17.1.2-17.1.317.1 AML Compliance and Client Money/Assets Restrictions
Fund administrators must apply AML rules to unitholders and may hold third-party monies only via time-limited cheque-holding or restricted bank-agreed payment mandates for invoiced fees.
Rule 17.1.4-17.1.517.1 Delegation Agreements and Service Level Agreements
Fund managers must hold a compliant delegation agreement with the Fund Manager or Trustee for administration, and foreign funds need a service level agreement with minimum prescribed provisions.
Rule 17.1.6-17.1.717.1 Fund Administrator Record Keeping (Six Years)
Fund Administrators must retain transaction records for at least six years, open to inspection, and produce them in English hard copy within three days of a Regulator request.
Rules 17.1.2-17.1.317.1 AML application and client money restrictions
Fund Administrators acting for certain ADGM funds must apply AML rules treating unitholders as customers, and generally may not hold third-party money except limited cheque-holding or mandate-restricted fee accounts.
Rules 17.1.4-17.1.517.1 Delegation agreements and service level agreement standards
Fund Administrators must hold a compliant Delegation Agreement or service level agreement with the Fund Manager, restricting sub-delegation, requiring record retention on termination, and including minimum performance and reporting provisions.
Rules 17.1.6-17.1.717.1 Six-year Fund Administrator record retention
Fund Administrators must retain transaction records for at least six years, available for Regulator inspection and reproducible in English upon request.
Rule 18.1.1-18.1.318.1 Transfer Scheme Sanction Requirements
A Fund or Sub-Fund property transfer scheme requires sanction by the relevant Special Resolution of Unitholders, unless the Fund Manager and Trustee determine the transfer is non-prejudicial and may proceed without one.
Rule 18.1.318.1 Unitholder sanction requirements for property transfers
A transfer of a fund's property requires a Special Resolution from Unitholders, with additional approvals for Sub-Fund transfers under specific conditions.
Rules 18.1.1-18.1.218.1 Transfer scheme application scope
The Fund Manager and appointed Trustee must comply with transfer scheme rules when managing a Domestic Fund, treating each Fund Cell as a separate entity.
Rule 14.1.114.1 Ongoing Exempt Fund condition compliance and loss-of-status actions
A Fund Manager must ensure an Exempt Fund meets its exemption criteria and, once it no longer does, immediately start wind-up or Public Fund registration and notify the Regulator.
Rule 19.1.1-19.1.219.1 Circumstances for Winding Up
A domestic fund must be wound up on expiry of its constitutional period, approved transfer scheme effective date, other constitution-specified events, or a unitholder special resolution for public funds.
Rules 19.1.1-19.1.219.1 Additional winding-up events
Domestic Funds may be wound up on expiry of a Constitution-specified term, an approved transfer scheme's effective date, or, for Public Funds, a Unitholder Special Resolution.
Rule 20.2.1-20.3.1120.2-20.3 Investment and Attestation Requirements
ADGM Green Funds must ensure their investments align with green criteria and obtain independent attestations or fulfill specific regulatory audit requirements.
Rule 20.4.1-20.4.920.4 Designation Application, Notification and Cancellation
Fund managers may promote a fund as an ADGM Green or Climate Transition Fund only after Regulator Designation is granted, must report material breaches immediately, and must follow Regulator directions on designation cancellation.
Rules 20.1.1-20.1.220.1 Application and designation prerequisite
Fund Managers of Domestic Funds seeking ADGM Green or Climate Transition Fund status may use those designations only after obtaining the Regulator's designation.
Rules 20.2.1-20.2.420.2 Green Fund investment requirement and due diligence
An ADGM Green Fund must meet the green fund investment and attestation requirements, and Fund Manager must keep due-diligence records on green fund property compliance at acquisition and ongoing.
Rules 20.2.5-20.2.920.2 Green Fund attestation requirement and annual report inclusion
ADGM Green Fund managers must appoint an independent third party to attest annually to green investment compliance and include it in the annual report; QIF managers may self-attest.
Rules 20.3.1-20.3.420.3 Climate Transition Fund investment requirement and due diligence
An ADGM Climate Transition Fund must hold predominantly eligible climate transition property under one of five prescribed categories, and its Fund Manager must keep acquisition and ongoing due-diligence records.
Rules 20.3.5-20.3.1120.3 Climate Transition Fund attestation, disclosure and systems review
An ADGM Fund Manager must obtain annual independent attestation of Climate Transition Fund compliance, disclose its climate assessment methods, and Public Funds must review climate investment controls annually.
Rules 20.4.1-20.4.920.4 Designation application, notification and cancellation
Fund Managers may not promote a fund as green or climate transition without Regulator designation, and must immediately report actual or suspected material Rule breaches in writing.
APP4 paras 34-46APP 4 Property Fund Valuer Appointment and Rotation
Property Funds must appoint an independent, qualified, insured Real Property Valuer subject to Trustee approval, valuing on a market value basis, and rotate the valuer after five consecutive years with a two-year cooling-off period.
Rule 16.2.4-retRecord Retention — Fund Accounting Records
Fund accounting records must be retained for at least six years from the date to which the accounting record relates.
APP1 A1.2.1(1)(c)(iii)-retRecord Retention — Service Provider records of transactions relating to delegated/outsourced activi
Service providers must retain records of transactions relating to delegated or outsourced activities for at least six years from the date the record relates to.
APP1 A1.2.1(3)-retRecord Retention — Fund Manager or Trustee records of all Delegation/Outsourcing Agreements and ins
Fund Managers or Trustees must retain records of all delegation and outsourcing agreements and instructions given to service providers for at least six years from the agreement date.
Rules A1.2.1(1)-(3)A1.2 Mandatory Delegation/Outsourcing Agreement provisions and six-year record retention
Delegation and Outsourcing Agreements must define service standards, prohibit sub-delegation without approval, and retain records for six years, with compliance requirements for service providers.
Rules A1.3.1, A1.4.1A1.3-A1.4 Eligible Custodian and Administrator delegation agreement content
Custody delegation agreements must require segregation of client assets from the custodian's own investments, dealing only on instructions, periodic statements, agent holding without set-off or lien, and custodian liability; administrator delegation agreements must prohibit holding third-party monies, subject to limited exceptions.
Rules A2.1.1-A2.1.4A2.1 Public Fund meeting chair, notice and quorum requirements
Public Funds must have a written chairman nomination, notify Unitholders of meetings, and meet quorum requirements, excluding certain individuals from voting.
Rules A3.1.1, A3.2.1-A3.2.2A3.1-A3.2 Fundamental change Regulator notification and Unitholder Special Resolution
A Public Fund Manager must notify the Regulator promptly of material Constitution or Prospectus changes and obtain prior Unitholder Special Resolution approval for fundamental changes, determining materiality itself.
Rules A3.2.2-A3.2.3A3.2-A3.3 Significant and notifiable change notification requirements
A Public Fund Manager must give Unitholders at least 30 days' prior written notice of significant changes and inform them of notifiable changes, unless insignificant.
APP4 paragraphs 34-40, 43-46Property Fund Valuer appointment, criteria and rotation
Property Fund Managers must appoint independent, qualified Valuers for property valuations, rotate them every five years, and produce annual valuation reports.
APP4 paragraphs 41-42Property Fund valuation report content and timing standards
Property Fund valuation reports must state valuation basis, assumptions, methodology, market analysis, property and lease details, and valuer credentials, dated within three months of relevant documents.
Rule A5.1.1A5.1 Constitution mandatory content checklist
A Domestic Fund's Constitution must contain all fourteen prescribed content categories, while an Exempt Fund Constitution need only address categories A, C, F, G, H, K and M.
Rule A7.1.1A7.1 Public Fund Prospectus mandatory content checklist
A public fund prospectus must contain twenty prescribed content categories, including fund description, investment objectives, fund manager particulars, valuation methodology, and dealing procedures.
Rule 10.1.7-retRecord Retention — Records demonstrating compliance with Chapter 10 (marketing of Foreign Funds and
Records demonstrating compliance with the foreign fund marketing and prospectus disclosure rules must be retained for a minimum of six years from the date the compliance record relates to.
Rule 12.10.1(2)-retRecord Retention — Record of Units held, acquired or disposed of by the Fund Manager, including cla
Fund Managers must retain records of units held, acquired or disposed of, including classes and balances, for six years from the relevant acquisition or disposal date.
Rule 12.10.1(4)-retRecord Retention — Record of dilution levy/adjustment calculation methodology and determination pol
Retain records of dilution levy calculation methodology for six years from the date of action, ensuring compliance with relevant retention rules.
Rule 16.2.4(a)-retRecord Retention — Accounting Records sufficient to disclose the Fund's financial position
Funds must retain accounting records sufficient to disclose the fund's financial position for at least six years from the date those records relate to.
Rule 17.1.7(b)-retRecord Retention — Fund Administrator records of transactions relating to each activity/function pr
Fund administrators must keep records of transactions for each activity or function provided to a fund for at least six years from the date the record relates to.
APP1 Rule A1.2.1(1)(c)(iii)-retRecord Retention — Service Provider records maintained under a Delegation Agreement or Outsourcing
Service providers' records kept under a delegation agreement or outsourcing agreement must be retained for at least six years from the date the record relates to.
APP1 Rule A1.2.1(3)-retRecord Retention — Fund Manager/Trustee records of all Delegation/Outsourcing Agreements and instru
Fund managers and trustees must keep records of all delegation and outsourcing agreements and instructions given to service providers for at least six years from the agreement date.
ADGM FUNDS Rulebook's 254 indexed articles break down by obligation type as follows.
Legal — 68 articles
Compliance — 52 articles
Finance — 37 articles
Operations — 20 articles
Legal / Compliance — 15 articles
Risk — 12 articles
ADGM FUNDS Rulebook spans the following regulatory topics, as tagged by Lexara.
adgm
fsra
funds
collective investment
fund manager
prospectus
cis
retail
professional
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What is ADGM Collective Investment Funds Rules (FUNDS Rulebook)?
ADGM Collective Investment Funds Rules (FUNDS Rulebook) is issued by the Financial Services Regulatory Authority — ADGM and has applied since 1 October 2015. It has 159 articles across 36 chapters.
What does ADGM FUNDS Rulebook cover?
It is organised into: Ch.1 - Application and Client Classification; Ch.2 - Arrangements Not Constituting a Fund; Ch.3 - Fund Criteria; Ch.4 - Specialist Classes of Funds; Ch.5 - Excluded Offers; Ch.6 - Domestic Funds (Authorisation); Ch.6 - Domestic Funds; Ch.7 - Foreign Funds and Foreign Fund Managers; Ch.9 - Marketing of Domestic Funds and Prospectus Disclosure; Ch.8 - Regulator Notification; Ch.10 - Marketing of Foreign Funds and Prospectus Disclosure; Ch.11 - Constitution; and 24 more.
Who issues ADGM FUNDS Rulebook?
The Financial Services Regulatory Authority — ADGM. Always check the authority's official publication for the binding text.
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