Glossary
ADGM fund vehicles and terms, defined.
Launching a fund in the Abu Dhabi Global Market involves a vocabulary that is partly ADGM-specific and partly shared with other fund centres. This glossary defines the terms a sponsor will meet in a structuring memorandum, an offering document and an FSRA application, in the order they usually come up: the jurisdiction and regulator, the roles, the legal forms, the regulatory classifications, the investor categories and the operating documents. It is written for professional and institutional readers and is not legal advice.
Jump to: The jurisdiction and the regulator · The roles · The legal forms · The regulatory classifications · The investor categories · The operating documents
The jurisdiction and the regulator
- Abu Dhabi Global Market (ADGM)
- The international financial centre and financial free zone of Abu Dhabi, established in 2013, with its own legal system based on the direct application of English common law and its own courts. Funds domiciled in the ADGM are incorporated under ADGM law and regulated by the FSRA. The ADGM's jurisdiction covers Al Maryah Island and, since 2023, Al Reem Island.
- The ADGM's financial regulator. The FSRA authorises firms, registers and authorises funds, publishes the rulebooks that govern them (including the Fund Rules and the Conduct of Business Rulebook) and maintains the public register of regulated entities.
- Financial Services Permission (FSP)
- The authorisation an FSRA-regulated firm holds, listing the regulated activities it may carry out. Neovision Wealth Management Limited holds FSP 220080 for five activities: Managing a Collective Investment Fund, Managing Assets, Advising on Investments or Credit, Arranging Deals in Investments and Arranging Custody.
- ADGM Public Register
- The searchable register maintained by the ADGM Registration Authority and the FSRA on which any regulated firm's status, permissions and registration number can be verified. NWM's entry is registration number 000007884.
- Category 3C
- The FSRA prudential category that covers firms managing assets or collective investment funds without holding client money as a bank or dealing as principal. An ADGM Management Company operates under a Category 3C authorisation. Obtaining one from scratch typically takes 9 to 18 months, which is why many sponsors launch on an existing ManCo instead.
The roles
- Collective Investment Fund (CIF)
- The ADGM's legal term for a fund: an arrangement that pools contributions from investors who do not have day-to-day control, with the aim of generating a return for them. A CIF in the ADGM must have an FSRA-authorised Fund Manager.
- Fund Manager, Management Company (ManCo)
- The FSRA-authorised entity legally responsible for a fund's operation: portfolio management, risk, compliance, regulatory filings and the appointment and oversight of the fund's service providers. In the ADGM the terms Fund Manager and Management Company describe the same regulated role. NWM acts as the Management Company of record for the funds it hosts.
- Fund Sponsor
- The party that commissions the fund and brings the strategy, the investor relationships and usually the seed capital. The sponsor is a commercial counterparty of the fund, not its regulated manager. Where the sponsor is itself licensed in a recognised jurisdiction, certain investment functions may be delegated to it under FSRA-acceptable arrangements, with the Management Company retaining oversight and ultimate accountability.
- Funds-as-a-Service (FaaS), fund hosting, ManCo-as-a-service
- Three names for the same arrangement: a sponsor launches a fund on an existing regulated Management Company's platform instead of obtaining its own licence. The ManCo supplies the authorised entity and the compliance, risk and regulatory infrastructure, the sponsor supplies the strategy. An ADGM fund launched this way typically opens for subscription in 8 to 12 weeks.
- Fund Administrator
- The third-party firm that calculates the net asset value, keeps the fund's books, maintains the register of investors and runs investor onboarding, including anti-money-laundering and know-your-customer checks.
- Custodian
- The third-party firm that holds the fund's assets in safekeeping and settles its transactions. Appointed by the fund and independent of the Management Company.
- Auditor
- The independent firm that audits the fund's annual financial statements and supports its regulatory reporting.
The legal forms
- Open-Ended Investment Company (OEIC)
- A company with variable capital that continuously issues and redeems shares at net asset value. The default vehicle for liquid strategies: listed securities, fixed income, liquid alternatives and tokenised instruments.
- Closed-Ended Investment Company (CEIC)
- A company with a fixed capital structure over a defined fund life, for strategies where liquidity is not a design parameter: private credit, real estate, thematic mandates. Investors commit for the life of the fund and exit through distributions or a liquidity event rather than daily redemption.
- Protected Cell Company (PCC)
- A single legal entity divided into cells, each with its own ring-fenced assets and liabilities. Several strategies can run under one regulated umbrella with one Management Company, one administrator and one auditor, while the cells remain legally segregated from one another.
- Incorporated Cell Company (ICC)
- An umbrella structure in which each cell is itself a separately incorporated company. It offers the strongest legal segregation between sub-funds, at the cost of slightly more setup and maintenance, and is used where a cell needs full legal personality, for example to contract in its own name or to hold assets outside the ADGM.
- Limited Partnership (LP) and General Partner (GP)
- The standard international vehicle for private equity, venture capital and closed-ended alternatives. The General Partner, typically a ring-fenced special purpose vehicle managed by the Management Company, runs the partnership. Limited Partners commit capital and carry liability limited to their commitment.
- Investment Trust
- A trust-based fund vehicle, used where a trust structure fits the mandate's governance or tax profile better than a corporate form. Less common than the corporate vehicles but available under the ADGM Funds Framework.
- Master-feeder structure
- Two or more fund vehicles working together: investors subscribe into a feeder fund, which invests all its capital into a single master fund that holds the portfolio. Used when different investor bases need different tax, regulatory or jurisdictional wrappers around the same underlying strategy.
- Umbrella fund and sub-fund
- A fund structured as a single legal entity with several sub-funds, each with its own investment strategy and, in a PCC or ICC, its own segregated assets. The umbrella shares one Management Company and one set of service providers across all sub-funds.
The regulatory classifications
- Qualified Investor Fund (QIF)
- The ADGM classification designed for sophisticated investors committing large amounts. Offered by private placement only, with a minimum investment of US$500,000 per investor and no cap on the number of investors. It carries the lightest regulatory burden and the fastest route to market, measured in weeks once documentation is ready.
- Exempt Fund
- The ADGM classification for Professional Clients at a lower minimum investment of US$50,000 per investor, with up to 100 unit-holders. Offered by private placement only, with a fuller disclosure regime than a QIF and a longer typical time to launch of two to four months.
- Public Fund
- The ADGM classification that may be offered to retail investors. It carries the fullest disclosure, governance and oversight requirements of the three classifications. NWM's website and services are directed at Professional Clients and Market Counterparties, so the funds it hosts are structured as QIFs or Exempt Funds.
- Private placement
- An offer of fund units to a defined category of investors rather than to the public. QIFs and Exempt Funds are private-placement funds by definition.
- Green fund designation
- A designation under the FSRA's sustainable finance rules for funds that meet its published green criteria on disclosure, methodology and impact measurement. NWM structured the first carbon credit fund in the ADGM to receive FSRA green certification, in 2025.
- A fund whose investment universe, structure and operations are certified as compliant with Islamic finance principles by a Shari'a supervisory board. The ADGM framework supports Shari'a-compliant vehicles alongside conventional ones. NWM manages one of the largest Shari'a-compliant residential REITs in the ADGM.
- Tokenised fund, digital share class
- A fund whose units or a class of units are recorded and transferred on a distributed ledger rather than a conventional register. The ADGM was among the first centres to authorise tokenised fund structures, and NWM structured the ADGM's first tokenised T-Bill fund.
The investor categories
- Professional Client
- A category of client defined in the FSRA's Conduct of Business Rulebook (COBS). A person may be a deemed Professional Client by virtue of what they are, for example a regulated firm or a large institution, or an assessed Professional Client on the basis of net assets and experience. Only Professional Clients and Market Counterparties may invest in the funds NWM hosts.
- Market Counterparty
- The most sophisticated client category in COBS, covering regulated financial institutions, governments and similar bodies dealing on their own account.
- Retail Client
- Any client who is not a Professional Client or Market Counterparty. Retail Clients may not invest in QIFs or Exempt Funds.
The operating documents
- Offering document, Prospectus
- The document that sets out a fund's strategy, structure, risks, fees, service providers and subscription and redemption terms. It is drafted by the Management Company with the sponsor and filed with the FSRA as part of the fund's authorisation or notification.
- Fund Management Agreement
- The contract between the fund and its Management Company that appoints the ManCo and sets out its duties, fees and the terms of any delegation.
- Subscription agreement
- The contract under which an investor subscribes for units in the fund, confirms its investor category and gives the representations required for a private placement.
- Net Asset Value (NAV)
- The value of a fund's assets less its liabilities, calculated by the administrator at the frequency set out in the offering document. Subscriptions and redemptions in an open-ended fund are priced at NAV per unit.
- Structuring memorandum
- The document NWM produces at the start of an engagement, proposing the fund vehicle, the regulatory classification, the service-provider roster, the fee structure and an indicative timeline. It is the basis on which a sponsor decides to proceed.
Terms are defined as they are used in the ADGM. Definitions of the same terms in the mainland UAE, the DIFC or offshore centres can differ. For how these pieces fit together in practice, see ADGM Fund Management, and for the sequence from engagement to first subscription, see the fund launch timeline.