FUND DOCUMENTATIONS & STRUCTURING LEGAL SERVICES
Fund Documents Built Around the Fund You Are Actually Raising
DIFC Funds Built Around the Strategy, Investors and Economics
Two managers can both be establishing DIFC Qualified Investor Funds and require very different legal structures and documents.
One may be raising a ten-year private equity fund from institutional investors. Another may be backing early-stage technology businesses. A third may be originating private credit. Their DFSA fund category may be the same. Their investment mandate, liquidity, economics, governance, risk allocation and investor negotiations will not be.
That is where we start.
Legability advises on the legal structuring and documentation of DIFC funds, from the choice of vehicle and offering document through constitutions and LPAs, Subscription Agreements, investment-management arrangements, side letters, co-investments and the SPVs and other entities sitting around the fund.
We draft around the fund the manager actually intends to operate: what it can invest in, how capital enters and leaves, who makes decisions, what investors are promised and what happens when the investment does not follow the original timetable.
THE UAE FUND LANDSCAPE
DIFC and ADGM Fund Frameworks
DIFC and ADGM are the UAE’s principal international financial centres for regulated investment funds. DIFC funds operate within the DFSA’s Collective Investment Funds framework, while ADGM funds are regulated by the FSRA.
The regulatory category is only the starting point for the documents.
A private equity fund, venture capital fund, credit fund, real estate fund or digital-asset strategy may create very different requirements around valuation, liquidity, leverage, custody, conflicts, distributions and investor rights. Those differences need to run through the PPM, Constitution, IMA and investor documentation.
We therefore begin with what the fund intends to do: its strategy, assets, investors, economics and regulatory permissions.
The DIFC framework is evolving
In July 2026, the DFSA published Consultation Paper 173, its most significant review of the Collective Investment Funds framework since 2010. The proposals are intended to align requirements more closely with the risk profile of the fund and its investors and to modernise aspects of the existing regime.
The proposals are not yet law. The consultation closes on 7 September 2026.
Funds being established now must comply with the rules currently in force. Where relevant, however, documents intended to govern a fund for many years should also be capable of accommodating regulatory change without unnecessary restructuring.
FUND CATEGORIES AND INVESTMENT STRATEGIES
The Regulatory Category and the Investment Strategy Are Different Questions
ADGM similarly provides public and private fund structures, including Exempt Funds and Qualified Investor Funds under the FSRA framework.
Qualified Investor Funds
QIFs provide a streamlined framework for appropriately qualified investors. The documents still need to address the complete commercial arrangement: investment mandate, risks, governance, valuation, economics and investor rights.
Typical documents: PPM / Information Memorandum · Constitution or LPA · IMA · Subscription Agreement · Side Letters
Exempt Funds
Exempt Funds provide another private-fund route subject to the applicable offering and investor conditions.
A lighter regulatory regime does not make the documentation less important. The documents still need to define clearly how the fund operates and what investors are agreeing to.
Typical documents: PPM / Information Memorandum · Constitution or LPA · IMA · Subscription Agreement · Side Letters
Public Funds
Public Funds operate under the more extensive regulatory framework associated with broader distribution and accordingly require greater attention to disclosure, governance and ongoing obligations. The document set depends on the legal form, investment strategy and service-provider structure.
Investment strategies we document
Venture Capital & Growth
Follow-on investments, portfolio valuation, key-person dependency, reserves, co-investments and long-duration exits.
Private Equity
Capital commitments, waterfalls, carried interest, GP commitment, LPAC governance, GP removal, co-investments and institutional side letters.
Private Credit
Origination or acquisition of credit, borrower eligibility, security, concentration, defaults, enforcement, valuation and liquidity. Credit Funds are expressly addressed within the current DIFC CIR framework.
Real Estate
Property valuation, asset-level leverage, development risk, related-party arrangements, fees, distributions and extended realisation periods.
Hedge & Liquid Alternatives
Leverage, derivatives, short selling, counterparties, liquidity management, gates, suspensions and side pockets.
Islamic Funds
Investment restrictions, Sharia governance, compliance processes and appropriate provisions throughout the fund documents.
Infrastructure
Project and construction risk, concessions, financing, valuation, long-duration investments and exit mechanics.
Digital Assets & Tokenised Investments
Asset characterisation, custody, counterparties, valuation, liquidity, tokenisation, protocol risk and regulatory change.
Hybrid & Multi-Strategy Funds
Strategies combining asset classes with different liquidity, valuation and risk characteristics.
THE LEGAL DOCUMENTS BEHIND THE FUND
The Regulatory Category and the Investment Strategy Are Different Questions
ADGM similarly provides public and private fund structures, including Exempt Funds and Qualified Investor Funds under the FSRA framework.
Qualified Investor Funds
QIFs provide a streamlined framework for appropriately qualified investors. The documents still need to address the complete commercial arrangement: investment mandate, risks, governance, valuation, economics and investor rights.
Typical documents: PPM / Information Memorandum · Constitution or LPA · IMA · Subscription Agreement · Side Letters
Exempt Funds
Exempt Funds provide another private-fund route subject to the applicable offering and investor conditions.
A lighter regulatory regime does not make the documentation less important. The documents still need to define clearly how the fund operates and what investors are agreeing to.
Typical documents: PPM / Information Memorandum · Constitution or LPA · IMA · Subscription Agreement · Side Letters
Public Funds
Public Funds operate under the more extensive regulatory framework associated with broader distribution and accordingly require greater attention to disclosure, governance and ongoing obligations. The document set depends on the legal form, investment strategy and service-provider structure.
Investment strategies we document
Venture Capital & Growth
Follow-on investments, portfolio valuation, key-person dependency, reserves, co-investments and long-duration exits.
Private Equity
Capital commitments, waterfalls, carried interest, GP commitment, LPAC governance, GP removal, co-investments and institutional side letters.
Private Credit
Origination or acquisition of credit, borrower eligibility, security, concentration, defaults, enforcement, valuation and liquidity. Credit Funds are expressly addressed within the current DIFC CIR framework.
Real Estate
Property valuation, asset-level leverage, development risk, related-party arrangements, fees, distributions and extended realisation periods.
Hedge & Liquid Alternatives
Leverage, derivatives, short selling, counterparties, liquidity management, gates, suspensions and side pockets.
Islamic Funds
Investment restrictions, Sharia governance, compliance processes and appropriate provisions throughout the fund documents.
Infrastructure
Project and construction risk, concessions, financing, valuation, long-duration investments and exit mechanics.
Digital Assets & Tokenised Investments
Asset characterisation, custody, counterparties, valuation, liquidity, tokenisation, protocol risk and regulatory change.
Hybrid & Multi-Strategy Funds
Strategies combining asset classes with different liquidity, valuation and risk characteristics.