Legability — The Legal Arm of 10 Leaves
  • UAE (DIFC · ADGM) | Luxembourg | Mauritius | GIFT City India | Singapore
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 LEGAL DOCUMENTS BEHIND THE FUND

A fund is governed by a set of documents rather than one agreement.
The important terms need to remain consistent wherever they appear.

A COMPLETE
DOCUMENTATION
FRAMEWORK

We draft and coordinate the full suite of fund documentation tailored to the structure, strategy and regulatory environment of each fund.
Our approach is practical, consistent and built to withstand real-world scenarios—protecting the fund, the manager and the investors.
01

Private Placement Memorandum / Information Memorandum

The offering document explains the fund to prospective investors: what it intends to invest in, how it will operate, what investors will pay and the risks they are accepting.
We draft the investment strategy and restrictions, risk factors, fees and expenses, governance, conflicts, valuation, subscriptions or commitments, liquidity and distributions, regulatory disclosures and other matters relevant to the particular strategy.

The DFSA’s current CIR expressly contains prospectus and Information Memorandum requirements for Domestic Funds, including specialist disclosures for areas such as property, private equity, hedge, venture capital and credit funds.
02

Fund Constitution

The constitutional instrument depends on the fund’s legal form and may take the form of an LPA, Articles of Association, Trust Deed or another appropriate instrument.
It establishes the legal and governance framework within which the fund operates.
03

Limited Partnership Agreement

For closed-ended LP funds, the LPA is generally the principal negotiated document.
We draft provisions dealing with commitments and capital calls, defaults, the investment period, management fees, preferred return, carried interest, distributions, clawback, GP commitment, key-person events, LPAC powers, conflicts, transfers, GP removal, extensions and winding-up.

The drafting is tested against situations where the relationship may come under pressure: an LP default, key-person departure, disputed valuation, conflict, delayed exit or proposed GP replacement.
04

Investment Management Agreement

The IMA defines the authority delegated to the investment manager and the terms on which it acts.
It covers the mandate, investment restrictions, fees, delegation, reporting, conflicts, liability, termination and other responsibilities of the manager.
05

Subscription Agreement

The Subscription Agreement governs an investor’s admission to the fund.
It typically contains investor eligibility and authority representations, subscription or commitment mechanics, risk acknowledgements, AML/CFT and sanctions provisions, tax-reporting information and other representations appropriate to the investor base.
06

Side Letters

Institutional and anchor investors may negotiate individual rights concerning fees, reporting, co-investment, transfers, excess rights, confidentiality, regulatory accommodations or MFN protection.
Where a fund has several negotiated investors, we can maintain a side-letter matrix to identify overlapping rights and MFN consequences.
07

Co-Investment Documents

We document investment SPVs and participation arrangements, including governance, fees, information rights, transfer restrictions, conflicts and exit mechanics.
08

Amendments and Restructurings

We also advise on documents required later in the fund’s life: extensions, strategy changes, key-person events, GP or manager changes, LP consents, revised offering documents and restructurings.
09

UAE–Luxembourg Structures

Where a UAE fund sits alongside a Luxembourg feeder or other Luxembourg structure, we coordinate the UAE documentation with the Luxembourg workstream.
The objective is consistency across the investment strategy, risk disclosures, fees, governance and investor terms.
10

Luxembourg Counsel & Regulatory Execution

Where Luxembourg-law advice, regulatory work or execution requires Luxembourg counsel or locally authorised providers, we work with those advisers.