Carolyn J.D. Abram

Associate

Dubai Phone +971.4.312.1970 Fax +971.4.312.1801

Emirates Towers Offices//Office No. C, 10th Floor//PO Box 504903, Sheikh Zayed Rd.//Dubai, United Arab Emirates

Carolyn J. D. Abram’s practice focuses on representing fund sponsors on the structuring, formation and operation of private investment funds of various strategies (open- and closed-ended), as well as a variety of private placement and private capital-related transactions, including seed and stake arrangements with anchor investors, secondaries transactions, fund restructurings, co-investment arrangements, and carried interest arrangements. She is admitted to practice in England & Wales.

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, joint venture arrangements and other bespoke investment structures and platforms 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.

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

In addition, Carolyn undertakes work for a range of pro bono clients, including the Emirates Foundation and #TeamAngelWolf.

Selected Representations

Currently acts for multiple GCC and other sovereign wealth funds on the investment of billions of US Dollars, including into private funds across asset classes, UCITS structures, hedge funds, separate managed accounts, co-investments, and funds-of-one.
Previously represented and currently advising multiple GCC-based investment managers on the establishment of open- and closed-ended private investment funds across asset classes, domiciled across the GCC and internationally, including:
- US$1 billion MENA infrastructure fund with a structure involving both GCC and international vehicles;
- US$400 million MENA private equity fund in the ADGM;
- US$350 million MENA private credit fund in the ADGM;
- US$300 million MENA real estate fund in the DIFC;
- US$150 million Shari’a-compliant real estate fund in Bahrain;
- US$250 million private equity healthcare fund established in the DIFC;
- Open-ended fixed income and equities funds established in the DIFC targeting in excess of US$60 million at launch;
- US$160 million MENA mezzanine credit and US$300 million Shari’a-compliant credit funds established in the Cayman Islands;
- US$200 million MENA venture capital fund established in the Channel Islands; and
- Umbrella fund in the ADGM with multiple sub-funds for investment in Shari’a-compliant fixed income and equities, targeting US$200 million at launch.
Advised Warba Bank in respect of multiple Shari’a-compliant investments into private investment funds.
Advises NBK Capital on the structuring and documentation of regional mezzanine and real estate funds and their carried interest arrangements in respect thereof.
Advises TVM Capital Healthcare Partners on the structuring, documentation, investment and ongoing compliance issues relating to regional healthcare investment vehicles.
Advised a leading Saudi Arabian financial institution on the establishment of a US$150 million Cayman Islands feeder fund for investment into a US logistics property fund.
Advised the FWU Group, a financial services firm based in Germany, in connection with a US$100 million Sukuk Al-Wakala program (Salam III Islamic bond issue) and on the drawdown of two tranches.
Regularly provides securities law advice for the GCC region to international investment managers.

Completed prior to joining Morgan Lewis

Advised a UK fund manager in raising a £250 million UK-focused private equity real estate fund.
Advised a Norwegian fund manager in raising a NOK 1.8bn (€200 million at the time) Nordic-focused private equity real estate fund.
Advised a UK fund manager in establishing a £1 billion pan-European infrastructure platform.
Advised a UK fund manager in restructuring a €250 million pan-European TMT private equity fund.
Advised a Canadian institutional investor in connection with their investments into multi-billion EUR private equity and infrastructure funds.
Advised a US fund manager in raising a US$1 billion distressed private equity fund.
While seconded in house to one of the world’s largest alternative asset managers, assisted with raising private funds across their private equity, real estate and infrastructure platforms, including one of the largest private infrastructure funds ever raised at the time.