Carolyn J.D. Abram

Partner

Carolyn J.D. Abram’s practice focuses on representing fund sponsors on the structuring, formation, and operation of private investment funds across asset classes, and other bespoke investment arrangements, including seed and stake arrangements with anchor investors, asset manager joint venture agreements, co-investment and warehousing arrangements, carried interest arrangements, secondaries transactions, and fund restructurings. She also advises on regulatory and structural matters relating to the operations of asset managers and investment banks in the Middle East and North Africa (MENA) region and other emerging markets, particularly for global asset managers seeking to enter the MENA market.

Carolyn has an absolute depth of knowledge in funds. She has extensive experience of private equity funds and is also readily available and a pleasure to deal with.

Chambers Global

She is commercial and understands our needs when it comes to negotiating with stakeholders.

Chambers Global

Carolyn Abram is outstanding in her responsiveness, innovative solutions and can do attitude. Nothing is too much and everything is undertaken with utmost professionalism.

The Legal 500 EMEA

Extended Profile

Carolyn also advises and represents significant institutional investors, including sovereign wealth funds, seeking to deploy capital into a range of investment structures including open- and closed-ended funds, separate managed account arrangements, co-investments, and other bespoke private placements across asset classes, as well as ongoing advice in connection with such investments including transfers of interest, most-favoured nations processes, and additional equity injections.

In addition, Carolyn undertakes work for a range of pro bono clients, including the International Senior Lawyers Project.

She has practiced law from London, New York, and the UAE, and has been seconded to both the New York and London offices of one of the world’s largest alternative asset managers.

Selected Representations

Investor Representation: Represents multiple Gulf Cooperation Council (GCC) and other sovereign wealth funds on the investment of billions of US dollars, including into private funds across asset classes, separate managed accounts, co-investments, and funds-of-one
Financial Services Regulatory: Regularly provides advice on securities law and asset manager regulation for the GCC region to international investment managers
Fund Formation: Represented and advised multiple investment managers (GCC and global) on the establishment of open- and closed-ended private investment funds across asset classes, domiciled across the GCC and internationally, including:
- $4.5 billion in the Abu Dhabi Global Market (ADGM) targeting global private equity investments
- Two separate $1.5 billion MENA infrastructure funds, domiciled in the ADGM and operated by global asset managers
- $250 million venture debt fund domiciled in the Dubai International Financial Centre (DIFC), targeting investments in the digital sector
- Two separate ADGM feeder funds for master funds domiciled internationally operating a private credit strategy
- An ADGM real estate investment trust (REIT) investing in a portfolio of sustainable income-generating real estate assets
- $1 billion MENA infrastructure fund with a structure involving both GCC and international vehicles
- $250 million venture capital fund domiciled in the ADGM, targeting incubator investments
- $100 million venture capital fund domiciled in the ADGM, targeting joint venture investments in the MENA region with Greater China enterprises
- $50 million private credit fund in the ADGM associated with a private financing platform
- $50 million cryptocurrency staking fund in the ADGM
- $250 million private equity healthcare fund in the DIFC
- $400 million MENA private equity fund in the ADGM
- $300 million Shari’a-compliant private credit fund domiciled in the Cayman Islands with a DIFC asset manager, targeting both MENA and US investments
- $350 million MENA private credit fund in the ADGM
- $300 million MENA real estate fund in the DIFC
- $150 million Shari’a-compliant real estate fund in Bahrain
- Open-ended fixed income and equities funds established in the DIFC targeting in excess of $60 million at launch
- $160 million MENA mezzanine credit and $300 million Shari’a-compliant credit funds established in the Cayman Islands with a DIFC investor adviser
- Umbrella fund in the ADGM with multiple sub-funds for investment in Shari’a-compliant fixed income and equities, targeting $200 million at launch
- A leading Saudi Arabian financial institution on the establishment of a $150 million Cayman Islands feeder fund for investment into a US logistics property fund
Advised Warba Bank in respect of multiple Shari’a-compliant investments into private investment funds
Advised NBK Capital on the structuring and documentation of regional mezzanine and real estate funds and carried interest arrangements in respect thereof
Advised TVM Capital Healthcare Partners on structuring, documentation, investment, and ongoing compliance issues relating to regional healthcare investment vehicles
While seconded in-house to one of the world’s largest alternative asset managers, assisted with raising private funds across private equity, real estate, and infrastructure platforms, including one of the largest private infrastructure funds ever raised at the time

Education

University of Oxford, 2010, B.A., Law, First Class

Admissions

Dubai Licensed Legal Consultant
England & Wales (Solicitor)

Awards and Affiliations

Next Generation Partner, Investment Fund Formation and Management, United Arab Emirates, The Legal 500 EMEA (2024)

Up and Coming, Investment Funds, Middle East–wide, Chambers Global (2024)

Recommended, Investment Funds, United Arab Emirates, The Legal 500 EMEA (2018, 2023)

Member, Practice Group of the Year, Asset Management, Law360 (2017)