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Investment Management & Funds

Investment Management & Fund Structuring — DIFC, ADGM & Mauritius

The right fund structure and the right regulatory licence are not the same question. We advise on both — matching the optimal fund vehicle and jurisdiction to your investor base, investment mandate, and long-term objectives.

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Sound Familiar?

What Investment Managers Are Navigating in the UAE

Fund structuring and investment management licensing in the UAE raise a distinct set of regulatory, structural, and investor-facing questions. These are the conversations we have at the start of every engagement.

"What licence do we actually need to manage investor capital in the UAE?"
Managing assets for third-party investors requires a DFSA (DIFC) or FSRA (ADGM) financial services licence — specifically a permission to Manage Assets or Manage a Collective Investment Fund. The exact permissions depend on whether you are managing a pooled fund, separate accounts, or providing discretionary portfolio management to individual clients. Getting this wrong means operating outside your regulatory perimeter.
"Should we set up a fund in DIFC, ADGM, or Mauritius — and what is the difference?"
DIFC offers the most established fund ecosystem — QIFs, Exempt Funds, and Public Funds under DFSA supervision. ADGM provides similar structures under FSRA. Mauritius GBC funds offer lower cost and treaty access to Africa and India. The right jurisdiction depends on investor nationality, investment targets, capital raising geography, and tax considerations. Most multi-jurisdictional managers use more than one.
"Can we accept investment from retail investors — or only sophisticated/qualified investors?"
DIFC Qualified Investor Funds and Exempt Funds are limited to Qualified Investors — individuals or institutions meeting DFSA wealth or sophistication thresholds. Public Funds may accept retail investors but carry a significantly heavier regulatory burden, including a DFSA-registered Prospectus. Most first-time UAE fund managers begin with a QIF structure and expand later.
"What capital do we need to hold as a DFSA-licensed investment manager?"
DFSA capital requirements for investment management firms depend on the specific permissions held. A firm managing assets typically requires a minimum base capital of USD 500,000 plus an ongoing expenditure-based capital calculation. ADGM FSRA requirements are broadly comparable. Capital adequacy must be maintained on an ongoing basis, not just at the point of licence approval.
"We have FATCA and CRS obligations across our fund structure — who handles that?"
Funds structured in DIFC, ADGM, or Mauritius have FATCA (US) and CRS (OECD) reporting obligations. Each fund entity may need to be registered as a Foreign Financial Institution (FFI) under FATCA and report annually. CRS requires classification, investor due diligence, and annual reporting to the relevant tax authority. These obligations sit alongside the AML/CFT programme and must be embedded in the fund's operational framework from establishment.
"Our family office wants to start managing money for other families. What does that trigger?"
The moment a Single Family Office manages assets for any person outside the defined family group, it ceases to qualify as an SFO under DIFC or ADGM rules and requires a financial services licence — typically Managing Assets. This is one of the most common licensing triggers among UAE family offices expanding their activities. We advise on the transition from SFO to licensed investment manager, including the timing and application process.
Fund Structure Selection

DIFC, ADGM or Mauritius — Which Fund Structure Fits?

Each jurisdiction offers distinct fund vehicles with different investor eligibility, regulatory burden, and cost profiles.

DFSA — DIFC
Qualified Investor Fund (QIF)
Qualified Investors only (wealth/sophistication threshold)
No minimum investor number
Lighter DFSA registration — no Prospectus required
Most common DIFC fund for GCC managers
90–120 day establishment timeline
English common law, DIFC Courts
FSC — Mauritius
GBC Fund Structure
Extensive double-tax treaty network (India, Africa)
Low cost versus DIFC/ADGM
FSC-regulated CIS framework
GBC1 for holding; CIS licence for management
Common as feeder to DIFC/ADGM manager
Strategic for Africa and South Asia mandates
FSRA — ADGM
Exempt Fund / QIF Equivalent
Qualified Investors — similar FSRA thresholds
Fewer than 100 unitholders (Exempt Fund)
Strong for investment management structures
Abu Dhabi proximity — GCC government connections
Competitive setup and running costs
English common law, ADGM Courts
A GCC-based family office approached us after receiving interest from two additional GCC families who wished to co-invest. Their SFO structure no longer qualified under DIFC rules the moment third-party capital was accepted. We restructured the entity as a DFSA-licensed investment manager, established a DIFC Qualified Investor Fund for the pooled capital, and paired it with a Mauritius GBC feeder for the Africa-focused portion of the portfolio. The DFSA licence and QIF were in place within 90 days of engagement.
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What We Built

Licence, Fund Vehicle & Ongoing Governance

An investment management engagement with us covers the regulatory licence, the fund structure, and the operational framework — not just the paperwork to get approved. We design structures that work in practice across the full investor lifecycle.

  • Jurisdiction and fund vehicle selection — QIF, Exempt Fund, GBC, or a combination
  • DFSA or FSRA investment manager licence application
  • Fund constitutional documents — offering memorandum, LPA or articles
  • Investor eligibility framework and subscription documentation
  • FATCA/CRS registration and reporting framework
  • AML/CFT programme for the fund manager
  • Ongoing fund governance and annual compliance support
Fund Structuring Consultation
Our Investment Management Advisory

End-to-End Support for UAE Fund Managers

Fund Structuring & Jurisdiction Selection
We assess your investment mandate, investor base, capital geography, and long-term objectives to recommend the right fund structure and jurisdiction combination. This includes the choice between DIFC QIF, ADGM Exempt Fund, and Mauritius GBC — and whether a master-feeder structure is appropriate. Fund structure is a long-term decision; we treat it as one.
DFSA / FSRA Investment Manager Licence
Full preparation and submission of the DFSA (DIFC) or FSRA (ADGM) application for Managing Assets, Managing a Collective Investment Fund, or Advising on Financial Products. We manage all regulator interactions from initial engagement through licence issuance, including fitness and propriety assessments for key persons and the regulatory business plan.
Collective Investment Fund (CIF) Registration
We prepare and register the fund vehicle — QIF, Exempt Fund, or Public Fund — under the relevant DFSA or FSRA framework. This includes constitutional documents, offering memorandum drafting coordination, DFSA/FSRA fund registration, and appointment of the required service providers (administrator, auditor, legal counsel).
Investor Eligibility & Marketing Restrictions
UAE investment funds carry strict investor eligibility requirements. We design the investor qualification framework, subscription documentation, and placement process to ensure compliance with DFSA or FSRA marketing restrictions. For managers raising capital internationally, we advise on the UAE private placement regime and cross-border marketing rules.
FATCA / CRS & Regulatory Reporting
We register fund entities as Foreign Financial Institutions (FFIs) under FATCA, design the investor classification and due diligence framework, and implement the annual CRS reporting process. This is embedded in the fund's operational framework from establishment and does not become a problem discovered at year-end reporting.
Ongoing Fund Governance & Compliance
Post-launch, fund managers face ongoing DFSA or FSRA reporting obligations, annual financial statements, AML/CFT risk assessments, and investor reporting. We provide retainer-based compliance support — outsourced MLRO, compliance monitoring, regulatory filings, and capital adequacy management — so the fund manager can focus on investment management.
Common Questions

Investment Management FAQs

In DIFC, the DFSA grants permissions for Managing Assets, Managing a Collective Investment Fund, Advising on Financial Products, and Arranging Deals in Investments. In ADGM, the FSRA grants similar permissions. The specific permissions depend on whether you are managing a pooled fund, providing discretionary portfolio management to individual clients, or providing investment advice. Each permission carries its own capital, governance, and compliance requirements. We advise on the minimum permission set required for your business model.
A DIFC Qualified Investor Fund (QIF) is a Collective Investment Fund offered exclusively to Qualified Investors — individuals or institutions meeting DFSA wealth or sophistication thresholds. QIFs have a lighter regulatory footprint than Public Funds: no DFSA-registered Prospectus is required, the fund registration process is faster, and ongoing regulatory reporting is streamlined. QIFs are the most common first fund structure for UAE-based managers targeting GCC and institutional investors. DIFC also offers an Exempt Fund category for funds with 50 or fewer unitholders, with an even lighter registration requirement.
No. A Single Family Office (SFO) in DIFC or ADGM can manage only the assets of a single, defined family without a financial services licence. The moment a family office manages assets for any person outside that family group — even a close associate or a second family — it requires a DFSA or FSRA licence, typically for Managing Assets or Managing a Collective Investment Fund. This is one of the most common licensing triggers among UAE family offices, and the conversion from SFO to licensed investment manager must be managed carefully to avoid operating outside regulatory permissions.
Mauritius is a frequently used fund jurisdiction for investors seeking exposure to Africa, India, and other treaty-network markets. The FSC licenses Collective Investment Schemes (CIS) and fund managers. The most common structure pairs a Mauritius GBC fund (for tax treaty efficiency and confidentiality) with a DIFC or ADGM investment manager (for regulatory credibility and GCC investor access). Mauritius is cost-effective relative to DIFC/ADGM and provides a robust, internationally-recognised regulatory framework. We structure and manage both the Mauritius and UAE components of multi-jurisdictional fund arrangements.
DFSA capital requirements for investment management firms depend on the specific permissions held. For a firm managing assets, the minimum regulatory capital is typically USD 500,000 base capital, plus an ongoing expenditure-based capital requirement calculated as a multiple of annual fixed overheads. ADGM FSRA requirements are broadly similar. Professional indemnity insurance is also required. Capital requirements are confirmed during the DFSA or FSRA application process — we advise on the appropriate capital structure for each applicant's specific business model and permission scope.
The right fund structure and the right licence are not the same question — and both have to be answered correctly.
A fund structuring consultation is where every engagement starts. We assess your investment mandate, investor base, capital raising geography, and regulatory requirements — and design the optimal structure across DIFC, ADGM, and Mauritius in a single confidential session.
Fund Structuring Consultation Compare Jurisdictions Licensing Services