Question 1

What types of funds do you advise on in the UAE?

Accepted Answer

We advise on private equity funds, venture capital funds, real-estate funds (including REITs), credit and special-situations funds, infrastructure funds, hedge funds, fund-of-funds, and Sharia-compliant funds across all asset classes. We work with both first-time managers seeking to establish their inaugural fund and established managers raising successor funds. Vehicles span DIFC (DIFC-DFSA regulated funds and prescribed companies), ADGM (FSRA-regulated funds), Cayman parallel structures and feeders, and onshore SCA-regulated retail funds where mass-distribution is required.

Question 2

Should a UAE fund be domiciled in DIFC, ADGM or onshore?

Accepted Answer

It depends on the investor base, distribution strategy and asset class. DIFC and ADGM are the dominant choices for institutional and professional-investor funds because they offer common-law trust and partnership frameworks, lighter touch regulation through the Qualified Investor Fund (QIF) and Exempt Fund regimes, and treaty-friendly tax positions. Onshore SCA funds are required if the fund will be marketed to UAE retail investors. Many managers run a parallel structure — a DIFC/ADGM master fund with feeders into Cayman or onshore retail vehicles — to optimise both reach and regulatory cost.

Question 3

What are the key fund regulatory regimes in the UAE?

Accepted Answer

The DIFC's funds regime is administered by the Dubai Financial Services Authority (DFSA) and includes the QIF, Exempt Fund and Public Fund categories. The ADGM equivalent is administered by the Financial Services Regulatory Authority (FSRA) under similar tiered categories. Onshore funds are administered by the Securities and Commodities Authority (SCA). Each regime regulates the manager (licensing, capital, conduct), the fund (registration, prospectus disclosure) and the distribution channel (placement agents, marketing). The right regime is chosen at structuring stage based on the manager's licensing strategy and the target investor base.

Question 4

How long does it take to launch a DIFC or ADGM fund?

Accepted Answer

From initial mandate to first close, a DIFC or ADGM fund typically takes 4 to 8 months. The fund-manager licensing process (if the manager is not already authorised) is the longest workstream — typically 3 to 6 months from completed application. Where the manager is already authorised in DIFC or ADGM, fund registration as a QIF or Exempt Fund can be completed in 4 to 8 weeks alongside parallel documentation drafting (LPA, subscription documents, side letters, service agreements). We project-manage the workstream with weekly tracker reports.

Question 5

Do you advise on side letters and most-favoured-nation clauses?

Accepted Answer

Yes. Side letters are negotiated routinely with anchor investors, sovereign LPs and family offices in UAE-domiciled funds. The most negotiated terms are economic discounts (management fee and carry rebates), MFN provisions (and the carve-outs that protect the manager from MFN propagation), co-investment rights, transfer rights, and ESG and sanctions undertakings. We act for both managers (defending the LPA structure) and large LPs (negotiating the side letter) — that dual-perspective is what makes our drafting realistic.

Question 6

Can you advise on secondary transactions and GP-led restructurings?

Accepted Answer

Yes. We advise on direct and fund secondaries, single-asset and multi-asset GP-led continuation vehicles, fund-of-funds secondary transactions and stapled secondaries combined with new-fund commitments. UAE-domiciled fund secondaries often involve cross-border tax and regulatory considerations across DIFC/ADGM, Cayman and onshore vehicles. We work alongside leading specialist secondary advisers and tax counsel where required.

From first close to final exit — UAE fund counsel that scales with you.

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