Can DFSA-licensed fund managers establish and manage funds outside the DIFC?

Yes, they can, under specific circumstances. The DFSA usually treats such requests on a case-by-case basis, and an opinion from a legal firm may be required on whether the DIFC Fund Manager would have legal accountability for the External Fund.

Again, yes and under specific circumstances. Such fund managers would ideally be regulated in DFSA-recognised jurisdictions such as the EU, United Kingdom and India, and would have to appoint a DFSA-regulated fund administrator as primary point of contact. 

Does the DIFC have PCC and ICC structures?

Yes, the DIFC allows for the setup of both Protected Cell Companies and Incorporated Cell Companies. Fund managers of Umbrella Funds can provision for legal segregation from liabilities arising in other sub-funds and the Umbrella as a whole. Off late, there has been a surge in ICC structures, given that ICCs are the preferred vehicle of choice of Fund Platforms.  

Can DIFC firms service clients outside the centre, and in the greater UAE?

Yes, they can. Sheikh Mohammed bin Rashid Al Maktoum issued Law No. (5) of 2021 relating to the DIFC, which brought further clarity to the rules governing the promotion and supply of services and products for firms registered in the centre.

The revised law clarifies that DIFC-registered entities are permitted to provide services and products outside the DIFC, provided that the primary services are offered from within the DIFC area. Additionally, marketing and promotional activities are allowed outside the center.

There may be additional rules to follow, for instance, when actively marketing funds from the DIFC. A passporting regime exists in this case, where the fund manager can register for a passport for the fund to be marketed in the UAE and the ADGM. Do get in touch for more information on this.

Can a DIFC-based Fund invest in Crypto Assets?

Yes, a DIFC-based fund can invest in crypto, but only under certain conditions set by the DFSA’s Collective Investment Rules. The fund must be a Professional Investor Fund, such as an Exempt Fund or a Qualified Investor Fund, because Retail Public Funds are not allowed to hold crypto assets. The fund may invest only in DFSA-recognised Crypto Tokens, and the Fund Manager must show that it has the right systems, controls, and expertise to manage crypto-related risks. 

The fund also has to use an approved crypto custodian, follow strict rules on valuation and risk management, and clearly explain all crypto risks—such as volatility, liquidity and technology risks—in its offering documents. 

The current list of DFSA Recognised Crypto Tokens includes:

• Bitcoin (BTC).
• Ethereum (ETH).
• Litecoin (LTC).
• Toncoin (TON).
• XRP.
• ZetaChain (ZETA).
• EURC.
• USDC.
• Ripple (RLUSD).

What are the capital requirements for a Cat 3C Fund Manager?

The base capital requirement for a Fund Manager in the DIFC is as follows:

• US$ 140,000 for Public Fund Managers and Credit Fund Managers
  
  
• US$ 40,000 for Exempt Fund and Qualified Investor Fund Managers
  
  
• US$ 0 for managers that operate only Venture Capital Funds (VC-only firms)

The Expense-Based Capital Requirement, or EBCM, is calculated as 13/52 of annual audited expenditure, except in the case of VC Fund Managers where this is not applicable. 

Actual capital resources required will depend on the nature, quantum of business and forecasted annual expenditure, as per the financial model of the proposed firm.

These figures are calculated using the financial models that we make for the Regulatory Business Plan during the application process and so are mostly unique to the company that applies for the license.

Capital waivers may be available to the DIFC branch of a regulated financial institution having its head office in a recognized regulatory jurisdiction.

Calculation of capital is a detailed process and involves many factors. We recommend that you contact us for more details on the application process and capital calculations.

What are the key staffing requirements in the DIFC?

The DFSA expects that the Fund Manager be adequately staffed depending on the scale, scope and nature of the product portfolio that is proposed to be offered from the DIFC.

At a minimum, the DFSA would like to see the following appointments:

Board of Directors – a well-organized, diverse Board with Non-Executive and/or Independent Directors and robust governance policies. The Chair would have to be a non-executive Director.

Senior Executive Officer (SEO) – Senior finance professional with over 10-15 years of core experience, ordinarily resident in the UAE.

Finance Officer (FO) – Senior and suitably-qualified finance professional. In case of a group, the FO can be from the parent company and does not have to be resident in the UAE.

Risk Officer – Senior risk professional, can be from the parent entity in case of a group.

Complinace Officer (CO) - Senior compliance professional with over 10 years of experience, ordinarily resident in the UAE.

Money-Laundering Reporting Officer – Senior AML professional with over 10 years of experience, ordinarily resident in the UAE. This function can be combined with Compliance and one individual can carry out both responsibilities.

The Finance Officer, Compliance Officer and Money Laundering Reporting Officer roles can also be outsourced to a competent service provider, such as 10 Leaves.

Internal Auditor - Senior and suitably qualified internal audit professional. Usually outsourced to a professional firm.

External Auditor - Senior and suitably qualified external audit firm. The DFSA maintains a list of recognised auditors, and there are 16 such firms at present.

Money-Laundering Reporting Officer – Senior AML professional with over 10 years of experience, ordinarily resident in the UAE. This function can be combined with Compliance and one individual can carry out both responsibilities.

The Finance Officer, Compliance Officer and Money Laundering Reporting Officer roles can also be outsourced to a competent service provider, such as 10 Leaves.

Internal Auditor - Senior and suitably qualified internal audit professional. Usually outsourced to a professional firm.

External Auditor - Senior and suitably qualified external audit firm. The DFSA maintains a list of recognised auditors, and there are 16 such firms at present.

What is the process for licensing a Fund Manager in the DIFC?

The DIFC application process commences with formal introductions to the DIFC and the DFSA.

Following the introductory call, a detailed Regulatory Business Plan (RBP) is prepared, along with financial projections, for a quick review by the regulator.

The comments of the regulator are incorporated into the RBP, and a comprehensive application is compiled, comprising policies, processes and other related documentation. The KYC and associated forms of all key individuals are also prepared for submissions.

The formal application is then sent across to the DFSA, who reviews the pack over a period of 15-20 business days, and then accepts it. The detailed review process then commences, and this can take anywhere between 60 and 90 days to complete.

The regulator maintains communication with the applicant at all times during the review, reverting with an initial review 2 weeks into the application, and then follow-up reviews thereafter. The DFSA also meets with the SEO, FO and CO/MLRO designates, and conducts a detailed interview with them.

A key milestone is the issuance of an In-Principle Approval, or IPA, which is issued once the application is successful. The applicant then proceeds to satisfy the in-principle conditions, and this involves the setting up of a legal structure, opening a bank account, and depositing the share capital in the account. Other tasks include finalisation of auditors and obtaining professional indemnity insurance for the firm.

Once done, a final submission is made to the DFSA, following which the regulator issues the Financial Service Permissions and the process is then complete. The firm is now open for business.

The Firm can then apply to set up one or more funds. Read our comprehensive guide to DIFC Investment funds here. 

What are the documents required for a DFSA Fund Manager application?

The DFSA application is comprehensive and the application pack comprises detailed KYC forms and information, application forms, and policies and procedures including:

• Detailed Regulatory Business Plan
• Detailed Financial model, including stress tested models
• Risk Management Policy and framework
• Compliance policies and procedures
• AML policies and procedures
• Business Continuity Plans
• Process Flowcharts
• Corporate Governance policies 
• Remuneration policies
• Board Committees Terms of References
• IT and Cyber Security Policies and procedures
• Organisation and shareholding structure charts

We assist with the preparation of all documentation as part of the authorisation process. 

What are the associated costs?

Setting up a DFSA Regulated Firm involves the following costs:

Dubai Financial Services Authority (DFSA)

The DFSA is responsible for reviewing and approving all applications for financial services. Costs depend on the activities applied for, which puts the applicant in one of five categories.

Generally, there are two components of DFSA fees. One – an application processing fee, and the other, an annual licensing fee.

Application fee

1. Fund Manager of Public Funds: US$ 10,000

2. Fund Manager of Exempt Funds: US$ 10,000

3. Fund Manager of Qualified Investor Funds: US$ 5,000

4. Fund Manager of Venture Capital Funds: US$ 2,000

5. The DFSA may charge an additional 100% fee for complex structures.

License fee

1. Fund Manager of Public Funds: US$ 10,000

2. Fund Manager of Exempt Funds: US$ 10,000

3. Fund Manager of Qualified Investor Funds: US$ 5,000

4. Fund Manager of Venture Capital Funds: US$ 2,000

5. The fees will vary if the Fund invests in Crypto Tokens. Do get in touch for more details. 

Registrar of Companies (DIFC ROC)

The ROC helps to set up the legal structure of the DIFC Regulated Firm. Shareholders can be individual, or corporate. There are many options available, such as ‘Private Company Limited by Shares’ and ‘Limited Liability Partnerships’. In case of Private Company Limited by Shares, the costs for setting up include:

1. Application for reserving a name (2 working days): US$ 800

2. Application for Incorporation of a Private Company Limited by Shares (5 working days): US$ 8,000

3. Commercial License on Incorporation (5 working days): US$ 12,000 (annual fee)

The DIFC has subsidised fees for Fund Managers of Venture Capital Funds, as follows:

• Application for incorporation / registration: US$ 1,000 
• Commercial / Operating license on incorporation: US$ 0 in the first year. 
• Annual renewal (1st renewal): US$ 0 for first renewal. 
• Annual renewal (2nd renewal): US$ 4,000 for the 2nd renewal
• Annual renewal (3rd renewal): US$ 8,000 for the 3rd renewal
• From the 4th renewal onwards: US$ 12,000 

Data Protection

The data protection notification is part of the process of registering a new entity in the DIFC. The costs involved are as follows:

1. Registration - US$ 1,250.

2. Annual renewal – US$ 500.

Office spaces

Every entity registered in the DIFC is required to lease a physical office. You can choose from the Gate and surrounding buildings, or other buildings within the DIFC, such as Emirates Financial Towers, Central Park, Park Avenue, Burj Daman and Currency House.

Prices vary, depending on the space availed and the building. Here is an indication of the prevailing rates:

1. New DIFC Funds Centre – US$ 27,000 per annum for a Flexi Desk, US$ 42,000 per annum for a fixed desk and approximately US$ 50,000 per annum for a 2-desk private office.

2. DIFC Business Centre – from a one-desk office at US$ 30,000.

3. DIFC Fitted Offices – from US$ 55 per square foot.

4. Other buildings – from US$ 50,000 per annum

Visas

1. Establishment Card Application – US$ 630.

2. PSA Deposit – US$ 682.

3. Visas (per visa) – from US$ 1,500.

4. PSA Deposit (per visa) – US$ 682.

A few common questions

1. Can Funds, Fund Managers and Trustees be located inside or outside the DIFC?

Yes. DIFC-based Fund Managers and Trustees can establish and manage Funds both inside and outside the DIFC. Similarly, well-regulated foreign (External) Fund Managers may set up and manage Funds within the DIFC without needing to establish a physical presence in the Centre. In all cases, Fund Managers and Trustees are free to appoint service providers located either inside or outside the DIFC, as long as they meet DFSA requirements.

2. What is the difference between a Fund Manager and an Investment/Asset Manager?

A Fund Manager is the firm authorised to Manage a Collective Investment Fund, meaning it is legally responsible for setting up, operating, and winding up the Fund. It is the primary party accountable to the Fund’s unitholders and is responsible for ensuring the Fund complies with its constitution and all regulatory requirements.

An Investment or Asset Manager, on the other hand, typically refers to a firm or individual responsible only for managing the portfolio—that is, deciding what to buy, sell or hold. This role may be delegated by the Fund Manager. If performed in the DIFC, it is regulated as Managing Assets.

A Fund Manager may choose to manage the Fund’s assets itself. In that case, it does not need a separate licence for Managing Assets, as this activity is already included within its permission to manage the Fund.

3. I am a DIFC-based Fund Manager and would like to act as Fund Manager for a fund domiciled outside the DIFC. Is this possible?

Yes. A DIFC-authorised Fund Manager may establish and manage non-DIFC (foreign) funds. These are referred to as External Funds, and they must follow the regulatory requirements of the jurisdiction in which they are established.

4. What is an External Fund?

An External Fund is a fund that is set up in a jurisdiction outside the DIFC but is managed by a DIFC-authorised Fund Manager. When managing an External Fund, the Fund Manager must have systems and controls that ensure the fund complies fully with the laws and regulations of its home jurisdiction. The Fund Manager must also notify the DFSA of the fund’s jurisdiction and the regulatory framework applicable to it. Although limited DFSA requirements apply, an External Fund is not treated as a DFSA-regulated Domestic Fund, and therefore the full set of DIFC fund rules does not apply.

Has the DFSA removed the investor-number limits for Exempt Funds and QIFs?

Yes. The DFSA has removed the cap on how many investors can participate in an Exempt Fund or a Qualified Investor Fund (QIF). Previously, Exempt Funds were limited to 100 investors and QIFs to 50. These limits were fully removed in December 2018, giving Fund Managers more flexibility in structuring their investor base.

Do Specialist Fund requirements apply to a QIF?

Only a small subset of the Specialist Fund requirements applies to a QIF. Fund Managers may still use Specialist Fund labels if they choose, but the Fund’s name and marketing must not be misleading.

Can I offer an Exempt Fund or a QIF to a Retail Client?

No. Exempt Funds and QIFs can only be offered to Professional Clients, and only through Private Placement. They cannot be marketed or sold to Retail Clients.

If you wish to offer Units to Retail Clients, the Fund must instead be structured as a Public Fund, and you will need to demonstrate to the DFSA that you have the required governance, systems, controls, and oversight in place. This would involve submitting the appropriate DFSA Public Fund application forms.

You will also need to assess whether your firm must obtain a Retail Endorsement on its DFSA licence before dealing with Retail Clients.

What is a Protected Cell Company (PCC) used for?

A Protected Cell Company (PCC) is a single legal entity that contains multiple “cells,” each with its own ring-fenced assets and liabilities. In the context of Umbrella Funds, this structure allows each sub-fund to have its own investment strategy while keeping its assets fully segregated from the others.

How does it work?

Each cell in a PCC is legally protected from the risks of other cells. If one cell suffers losses or liabilities, they do not spill over to the other cells. This cell-to-cell segregation helps reduce risk and protects investors across the structure.

What is an Incorporated Cell Company (ICC)?

Under the DIFC ICC Regulations, an Incorporated Cell Company (ICC) can create multiple Incorporated Cells, each of which is a separate legal company with its own legal personality. The ICC acts as the “core,” while each Incorporated Cell operates as an independent Fund. This structure is commonly used for Fund Platforms, allowing each fund to be set up, operated and wound down independently while benefiting from a shared core framework.

Can a Property Fund that is a QIF or Exempt Fund be open-ended?

Yes. A Property Fund structured as a Qualified Investor Fund (QIF) or an Exempt Fund can be set up as either open-ended or closed-ended. However, a Public Property Fund cannot be open-ended—it must be closed-ended only under DFSA rules.

Can a QIF or Exempt Fund use the term “REIT” or “Real Estate Investment Trust”?

Yes. A QIF or Exempt Fund that qualifies as a Property Fund may use the term “Real Estate Investment Trust” or “REIT” in its name, provided it is constituted in line with CIR Rules. 

What is a Domestic Fund Manager?

A Domestic Fund Manager is a firm established in the DIFC and licensed by the DFSA to Manage a Collective Investment Fund. This authorisation allows the firm to create, operate and wind up DIFC-domiciled funds and to act as the Fund Manager responsible to unitholders.

What is an External Fund Manager?

An External Fund Manager is a foreign fund manager that is allowed to establish and manage a DIFC-domiciled fund without setting up a physical presence in the DIFC. To qualify, the manager must be regulated for fund management in a Recognised Jurisdiction (or another jurisdiction acceptable to the DFSA) and must agree to be subject to DIFC laws and DIFC Court jurisdiction for all activities relating to the fund.

In addition, the manager must appoint a DIFC-based Fund Administrator or Trustee to act as its local agent. Once approved, the DFSA issues a No-Objection Letter confirming that the firm may act as an External Fund Manager.

How does an External Fund Manager interact with Fund Unitholders and the DFSA?

An External Fund Manager must appoint a DFSA-authorised Fund Administrator or Trustee in the DIFC to act as its local agent. This agent is responsible for handling all interactions with the DFSA and with the Fund’s Unitholders on behalf of the External Fund Manager. Through this arrangement, the agent must be able to:

• Issue, resell and redeem Units of the Fund from within the DIFC, and publish the relevant pricing as required under the Law and CIR Rules.
• Distribute all reports and disclosures required under the Law and the Rules to the Fund’s Unitholders.
• Provide in-DIFC access to the Fund’s Constitution and the latest Prospectus for current and prospective Unitholders.
• Provide in-DIFC access to the Fund’s Unitholder register.
• Provide in-DIFC access to all Fund records, books, and information required by the DFSA or by any person performing the Fund’s oversight functions.

Do External Fund Managers need to have premises in the DIFC?

No. External Fund Managers are not required to maintain a physical office in the DIFC. Instead, they operate through an Appointed Agent—a DFSA-licensed Fund Administrator or Trustee who handles all interactions with the DFSA and with Unitholders on their behalf. The External Fund Manager continues to operate from its home jurisdiction unless it chooses to establish a presence in the DIFC and become a Domestic Fund Manager.

What is an internally managed Fund model?

An internally managed Fund is an Investment Company that manages itself through its own sole Corporate Director, without appointing a separate external Fund Manager. This structure can offer significant cost efficiencies, since the Fund avoids maintaining both a board-level governance structure and a separate management entity. However, an internally managed Corporate Director can act only for that specific Investment Company and cannot manage any other Funds.

What is an externally managed Fund model?

In an externally managed structure, the Fund is overseen by a separate Fund Manager, which is an independent legal entity from the Fund itself. This external Fund Manager is responsible for operating, managing and administering the Fund in line with DFSA rules.

What is a Fund Platform?

A Fund Platform is a regime designed to help start-ups, first-time sponsors and emerging managers launch regulated Funds quickly and cost-effectively. Instead of becoming a Fund Manager immediately, the sponsor can “plug into” the existing systems, controls and regulatory infrastructure of a licensed Fund Manager that operates a Fund Platform. The sponsor then sets up a Fund as an Incorporated Cell under that Platform’s ICC structure. Each Incorporated Cell functions as its own Fund and as a separate legal entity, allowing the sponsor to build a track record in a fully regulated environment before eventually applying for their own Fund Manager licence.

The DFSA’s fees for fund managers are straightforward and competitive when compared with other international fund centres. The costs depend on the type of funds the manager will oversee:

Fund Manager Licence Fees

Fund Fees

When is the initial annual fee for a Fund payable?

The first year’s annual fee must be paid at the time you submit the Fund registration or notification application to the DFSA.

Can a Domestic Fund Manager manage an External Fund that is a Credit Fund?

No. A Domestic Fund Manager is not permitted to manage an External Fund if that fund is a Credit Fund. Under DFSA rules, Credit Funds must be managed inside the DIFC as Domestic Funds, and cannot be operated as External Funds in another jurisdiction.

I am a Fund Manager of QIFs and Exempt Funds only, and I now want to manage Public Funds. What do I need to do?

You must first speak with your DFSA Supervisor (or contact the DFSA via the Supervised Firm Contact Form if you don’t have an assigned supervisor) to discuss your plan to manage a Public Fund. After that discussion, you will need to submit a Variation of Licence application to add the permission to manage Public Funds.

Does a Fund Manager need an endorsement to use a Fund Platform?

Yes. A Fund Manager must obtain a Fund Platform endorsement on its DFSA licence. This endorsement allows the Fund Manager to use a Fund Platform operated by another DFSA-licensed firm, which is responsible for establishing, managing, operating, or winding up each Incorporated Cell on the ICC Fund Platform.

What is the process to become an External Fund Manager for a DIFC Domestic Fund, and are there any special requirements?

Becoming an External Fund Manager is a lighter process than obtaining a full DFSA licence, but there are still important regulatory requirements to meet. As an External Fund Manager, you will not be authorised by the DFSA, but you must demonstrate that you are adequately regulated in your home jurisdiction and able to meet DIFC standards for managing a Domestic Fund.

To apply, you must submit an application form, along with supporting documentation. This includes:

• A letter of good standing from your home regulator.
• A copy of your existing fund management licence from your home jurisdiction.
• An executed agreement with a DFSA-authorised Fund Administrator or Trustee in the DIFC, who will act as your appointed agent for dealings with the DFSA and Fund Unitholders.

In the application, you must confirm that you are regulated by a Financial Services Regulator in a DFSA-Recognised Jurisdiction. The DFSA’s Recognised Jurisdiction List is published on its website.

If your jurisdiction is not on the Recognised Jurisdiction List, you may still apply—but you must show that your regulatory regime is acceptable to the DFSA. To do this, you must submit:

1. A detailed comparative analysis between your jurisdiction’s fund regulatory regime and the DFSA’s regime.
2. A clear gap analysis highlighting differences or weaker protections.
3. Remedial measures and additional controls you will implement to bridge those gaps and meet DFSA-equivalent standards.

These documents help the DFSA assess whether you can manage a DIFC Domestic Fund to the same standard as a DFSA-authorised Fund Manager.

Once your documentation is complete and acceptable to the DFSA, the regulator will issue a No-Objection Letter, confirming that you may act as the External Fund Manager to the specific Domestic Fund.

I am an External Fund Manager. Will my details appear on the DFSA Public Register?

Yes. The DFSA Public Register includes a dedicated section for firms that have been issued a No-Objection Letter to act as External Fund Managers of DIFC Domestic Funds. Your entry on the Register will also show the details of your appointed DFSA-authorised Fund Administrator or Trustee, who acts as your agent in the DIFC.

I would like to market Foreign Funds in the DIFC. What are the requirements?

Marketing Foreign Funds in or from the DIFC is governed by DFSA Collective Investment Rules. A DFSA-regulated firm may market units of a Foreign Fund only if one of the permitted routes below applies:

1. Recognised Jurisdiction – Designated Fund Route

The Foreign Fund is established in a Recognised Jurisdiction and qualifies as a Designated Fund under CIR. The DFSA maintains a public list of Recognised Jurisdictions whose regulatory regimes it considers equivalent.

2. Meeting DFSA Due Diligence Criteria

If the fund is not in a Recognised Jurisdiction, it may still be marketed if the Fund Manager and Custodian satisfy DFSA requirements relating to supervision, competence, and investor protection. This requires the DIFC firm to perform documented due diligence.

3. Suitability-Based Recommendation (Advised Route)

A DFSA-authorised firm may recommend a Foreign Fund to a specific client if the firm provides a suitability assessment under COB requirements. This must be a personalised investment recommendation—not general promotion.

4. Professional Client + Private Placement Route

A Foreign Fund may be marketed by private placement only to clients who qualify as Professional Clients under COB and who make a minimum subscription of USD 50,000.

a. This route is not available for Retail Clients.

b. The offer must not constitute a public offering.

5. Property Funds – Additional Restrictions

Foreign Property Funds may only be marketed if:

a. at least 60% of assets consist of real property;

b, the fund is closed-ended; and

c, units are either listed/traded in a Recognised Jurisdiction or offered solely by private placement to Professional Clients.

6. Retail Protection Rule

If a Foreign Fund cannot be marketed to retail investors in its home jurisdiction, it cannot be marketed to retail investors in or from the DIFC.

This applies even if the DIFC firm has a Retail Endorsement.

7. Representative Offices

Representative Offices may market Foreign Funds, but only on a very restricted basis—typically limited to introductions and distributing generic material.

They cannot:

a. provide advice,

b. make suitability assessments,

c. negotiate terms, or

d. arrange transactions.

All such firms must strictly follow the Representative Office Module (REP) of the DFSA Rulebook.

Important UAE-Wide Considerations (Outside DIFC)

Although DIFC firms may market funds “in or from” the DIFC under DIFC Law No. 5 of 2021, marketing to investors in the wider UAE triggers additional rules:

• SCA Fund Promotion Rules apply when actively marketing funds onshore in the UAE.
• Foreign funds often require SCA approval before they can be promoted to UAE onshore investors.
• DFSA permission does not automatically permit UAE onshore marketing.
• Private placement must comply with SCA private offering exemptions.

Are there any additional requirements for marketing certain types of Foreign Funds?

Yes. The DFSA imposes additional conditions for marketing specific categories of Foreign Funds in or from the DIFC. These rules are set out in CIR Rule 15.1, which introduces extra safeguards depending on the type of fund being marketed. In summary:

1. Foreign Property Funds

These may only be marketed if the fund meets DFSA property-fund standards. Typically, the fund must:

• Hold at least 60% of its assets in real property;
• Be closed-ended; and
• Either be listed/traded in a Recognised Jurisdiction or offered solely by private placement to Professional Clients.
  Foreign Property Funds cannot be marketed to Retail Clients unless they meet the stricter Public Property Fund criteria.

The DFSA follows a risk-based supervisory model, meaning its level of engagement depends on the nature, scale and complexity of the Fund Manager’s activities. For Domestic Fund Managers, the DFSA maintains active, ongoing supervision through regular meetings, thematic reviews, on-site visits, and transaction testing. Supervisors aim to build a detailed understanding of the firm’s business model, governance, systems, controls, delegation arrangements, and overall risk profile. Routine communication is handled through the DFSA ePortal, which all authorised firms must use for notifications, filings, and supervisory correspondence.

For Domestic Funds, the DFSA reviews fund documentation, risk disclosures, investment policies, valuation arrangements, oversight structures (e.g., Investment Committee, Fund Governance), service-provider appointments, and compliance with the CIR Rules.

For External Fund Managers, the DFSA takes a lighter approach: day-to-day interaction is conducted through the appointed DFSA-authorised Fund Administrator or Trustee acting as the firm’s agent in the DIFC. The DFSA places significant reliance on the supervision conducted by the home-state regulator, while ensuring that the External Fund Manager meets the DIFC’s standards relating to fund governance, reporting, unitholder communications, and access to records.

Our Services

How can we at 10 Leaves assist you?

We provide turnkey services for  DIFC Fund Manager Licenses. From initial consultations to assistance in authorisations, to assistance in preparation of the legal documentation, 10 Leaves helps you navigate the DFSA Rulebook and submit an application that is comprehensive, complete and compliant.

Our services include assistance in:

Pre-Licensing

• Reviewing the business model and advice on the applicable regulatory framework;
• Preparation of the Regulatory Business Plan and comprehensive financial projections;
• Preparation of all policies, processes and manuals required;
• Provision of Outsourced services, including outsourced Compliance Officer, outsourced Finance Officer and outsourced Risk Officer services;
• Assistance in recruitment of senior management;
• Provision of well-qualified and experienced Non-Executive Directors;
• Finalising the legal structure, including holding company setup and customisation of Memorandums; and
• Finalisation of leased space, bank account opening and obtaining Financial Services Permissions.

Post-Licensing

• Compliance, Finance and Risk outsourced and support services.
• VAT and Corporate Tax services.
• Secretarial services.
• Variation of Permissions.
• Compliance remedial measures.
• Compliance audits.
• Training.
• Senior-level recruitment services.

Our solution focuses on comprehensive training for Directors, Senior Executive Officers, Finance Officers, and Compliance Officers. We equip them with the knowledge and skills needed to successfully clear interviews conducted by the DFSA during the authorisation process and for ongoing compliance.

A lot of our Fund clients are startups, where experienced fund managers set up their own shop. In these cases, we also assist such teams with corporate and commercial documentation, including fund documentation, through our legal consultancy - 10 Leaves Legability. 

We assist in the drafting of:

• Fund Private Placement Memorandums
• Fund Constitution
• Investment management agreements
• Subscription agreements
• Founder agreements
• Shareholder agreements
• Investor agreements
• Share vesting/ESOP plans
• Client/Supplier/Distributor agreements
• Employment agreements

We also provide services in Luxembourg, Saudi Arabia, India and Mauritius.

Get in touch today! to know more about the DIFC Fund Manager License.

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