Fund Structure & Vehicles
Multi-jurisdictional fund architectures engineered for regulatory efficiency, treaty optimisation, and institutional investor eligibility across DIFC, Cayman, Luxembourg, and Seychelles.
Variable NAV Funds
Daily or weekly dealing, swing pricing, side-pocket provisions for illiquid allocations. DIFC QIF, Singapore VCC, Luxembourg SICAV-RAIF.
Drawdown Vehicles
Commitment-based, capital calls, European or American waterfall. Cayman exempted LP, Luxembourg SCSp, DIFC Investment Partnership.
Co-Investment & SPVs
Deal-by-deal co-investment vehicles, continuation funds, GP-led secondaries. Seychelles CSL/PCC, Cayman segregated portfolios.
Each jurisdiction in our structuring matrix offers distinct vehicle types with specific regulatory treatment, investor eligibility criteria, and operational characteristics. The selection of domicile is not a default — it is a deliberate structuring decision driven by the investor base, the underlying asset geography, the required regulatory credibility, and the applicable treaty network.
DIFC
Dubai
Qualified Investor Funds (QIF)
The Qualified Investor Fund structure is Kaelo's recommended vehicle for Gulf and African institutional capital. QIFs are available to Professional Clients and Market Counterparties with a minimum subscription of $500,000. The regulatory framework permits a streamlined prospectus filing — typically 4-6 weeks from draft submission to regulatory acknowledgement — with flexibility in investment strategy, leverage, and asset class allocation that is not available to retail-distributed Domestic Funds. QIFs may be structured as Investment Companies (open-ended with variable share capital), Investment Partnerships (closed-ended with GP/LP structure), or Investment Trusts (unit trust structure common for real estate allocations).
The DIFC common-law legal framework, governed by the DIFC Courts with the right of appeal to the DIFC Court of Appeal (staffed by senior common-law judges from England, Singapore, and Australia), provides the legal certainty that institutional investors require. For Gulf Cooperation Council sovereign wealth funds, pension funds, and insurance companies, a DIFC QIF carries regulatory weight comparable to a Luxembourg or Irish-domiciled vehicle, with the practical advantage of proximity, time zone alignment, and a regulator (DFSA) that understands the specific requirements of Gulf institutional mandates. We have established over 40 QIF structures across real estate, private equity, credit, and multi-asset strategies.
CAYMAN
Cayman Islands — CIMA Regulated
Exempted Limited Partnerships
The Cayman Exempted Limited Partnership remains the global standard for closed-ended private equity and venture capital vehicles. CIMA-registered, these structures provide pass-through tax treatment, flexible waterfall arrangements (European whole-fund or American deal-by-deal), and an LP agreement framework that has been refined over three decades of global institutional usage. North American pension funds, endowments, and fund-of-funds allocators expect Cayman LP structures and will often not invest in alternatives without compelling justification.
Kaelo structures Cayman Exempted LPs for mandates where the investor base is predominantly North American or where the underlying asset strategy (typically PE, VC, or secondaries) is best served by the established Cayman legal and administrative ecosystem. We work with the leading Cayman counsel — Maples, Walkers, Appleby, Ogier — and ensure that LP agreements incorporate the latest ILPA best practices on fee transparency, GP removal provisions, key-person events, and ESG reporting requirements. For hybrid strategies requiring both open-ended and closed-ended components, we structure master-feeder arrangements with a Cayman master fund and Dubai or Singapore feeder vehicles to accommodate jurisdiction-specific investor requirements.
LUXEMBOURG
CSSF Regulated — EU Passport
SCSp & SICAV-RAIF
Luxembourg provides the essential gateway for European institutional capital. The Société en Commandite Spéciale (SCSp) — a tax-transparent limited partnership governed by Luxembourg law — is the vehicle of choice for closed-ended strategies marketed to European pension funds, insurers, and family offices. The SCSp combines tax pass-through with the AIFMD marketing passport, enabling distribution across all 27 EU member states under a single regulatory authorisation from the CSSF.
For open-ended strategies requiring Solvency II eligibility (critical for European insurance company allocators), we structure Luxembourg SICAV-RAIFs (Reserved Alternative Investment Funds). The RAIF regime permits launch without direct CSSF product approval — relying instead on an authorised AIFM — reducing time-to-market by 8-12 weeks compared to a full SIF application. The SICAV corporate form provides umbrella functionality (multiple sub-funds under a single legal entity), enabling multi-strategy vehicles that can deploy across real estate, infrastructure, credit, and equity allocations within a single structure. Kaelo's Luxembourg structuring is executed through established AIFM partnerships including Lemanik, FundRock, and MDO Management Company.
SEYCHELLES
FSA Regulated — Treaty Network
CSL & Protected Cell Companies
Seychelles occupies a specific and valuable role in our structuring architecture. The Companies Special Licence (CSL) company — subject to 1.5% tax on global income and eligible for benefits under Seychelles' network of bilateral investment treaties and double taxation agreements — provides an intermediate holding vehicle that is essential for optimising withholding tax on investments flowing from Gulf-source capital into African, South Asian, and Southeast Asian target assets. The Seychelles-China, Seychelles-South Africa, Seychelles-Malaysia, and Seychelles-Indonesia DTAs provide withholding tax reductions that are not available through direct investment from the UAE or most other Gulf states.
Protected Cell Companies (PCCs) offer a structuring mechanism for multi-strategy or multi-investor vehicles where legal segregation between cells provides each investor or strategy with ring-fenced asset protection without the cost and administrative overhead of establishing separate legal entities. Each cell maintains its own assets and liabilities, creditors of one cell have no recourse to the assets of another, and the core cell provides shared governance and administrative infrastructure. We use Seychelles PCCs for family office mandates where multiple generations or branches of a family require distinct investment strategies within a unified governance framework, and for co-investment platforms where individual deal SPVs operate as cells within a master PCC structure.
Qualified Investor Funds (QIF)
The Qualified Investor Fund structure is Kaelo's recommended vehicle for Gulf and African institutional capital. QIFs are available to Professional Clients and Market Counterparties with a minimum subscription of $500,000. The regulatory framework permits a streamlined prospectus filing — typically 4-6 weeks from draft submission to regulatory acknowledgement — with flexibility in investment strategy, leverage, and asset class allocation that is not available to retail-distributed Domestic Funds. QIFs may be structured as Investment Companies (open-ended with variable share capital), Investment Partnerships (closed-ended with GP/LP structure), or Investment Trusts (unit trust structure common for real estate allocations).
The DIFC common-law legal framework, governed by the DIFC Courts with the right of appeal to the DIFC Court of Appeal (staffed by senior common-law judges from England, Singapore, and Australia), provides the legal certainty that institutional investors require. For Gulf Cooperation Council sovereign wealth funds, pension funds, and insurance companies, a DIFC QIF carries regulatory weight comparable to a Luxembourg or Irish-domiciled vehicle, with the practical advantage of proximity, time zone alignment, and a regulator (DFSA) that understands the specific requirements of Gulf institutional mandates. We have established over 40 QIF structures across real estate, private equity, credit, and multi-asset strategies.
Exempted Limited Partnerships
The Cayman Exempted Limited Partnership remains the global standard for closed-ended private equity and venture capital vehicles. CIMA-registered, these structures provide pass-through tax treatment, flexible waterfall arrangements (European whole-fund or American deal-by-deal), and an LP agreement framework that has been refined over three decades of global institutional usage. North American pension funds, endowments, and fund-of-funds allocators expect Cayman LP structures and will often not invest in alternatives without compelling justification.
Kaelo structures Cayman Exempted LPs for mandates where the investor base is predominantly North American or where the underlying asset strategy (typically PE, VC, or secondaries) is best served by the established Cayman legal and administrative ecosystem. We work with the leading Cayman counsel — Maples, Walkers, Appleby, Ogier — and ensure that LP agreements incorporate the latest ILPA best practices on fee transparency, GP removal provisions, key-person events, and ESG reporting requirements. For hybrid strategies requiring both open-ended and closed-ended components, we structure master-feeder arrangements with a Cayman master fund and Dubai or Singapore feeder vehicles to accommodate jurisdiction-specific investor requirements.
SCSp & SICAV-RAIF
Luxembourg provides the essential gateway for European institutional capital. The Société en Commandite Spéciale (SCSp) — a tax-transparent limited partnership governed by Luxembourg law — is the vehicle of choice for closed-ended strategies marketed to European pension funds, insurers, and family offices. The SCSp combines tax pass-through with the AIFMD marketing passport, enabling distribution across all 27 EU member states under a single regulatory authorisation from the CSSF.
For open-ended strategies requiring Solvency II eligibility (critical for European insurance company allocators), we structure Luxembourg SICAV-RAIFs (Reserved Alternative Investment Funds). The RAIF regime permits launch without direct CSSF product approval — relying instead on an authorised AIFM — reducing time-to-market by 8-12 weeks compared to a full SIF application. The SICAV corporate form provides umbrella functionality (multiple sub-funds under a single legal entity), enabling multi-strategy vehicles that can deploy across real estate, infrastructure, credit, and equity allocations within a single structure. Kaelo's Luxembourg structuring is executed through established AIFM partnerships including Lemanik, FundRock, and MDO Management Company.
CSL & Protected Cell Companies
Seychelles occupies a specific and valuable role in our structuring architecture. The Companies Special Licence (CSL) company — subject to 1.5% tax on global income and eligible for benefits under Seychelles' network of bilateral investment treaties and double taxation agreements — provides an intermediate holding vehicle that is essential for optimising withholding tax on investments flowing from Gulf-source capital into African, South Asian, and Southeast Asian target assets. The Seychelles-China, Seychelles-South Africa, Seychelles-Malaysia, and Seychelles-Indonesia DTAs provide withholding tax reductions that are not available through direct investment from the UAE or most other Gulf states.
Protected Cell Companies (PCCs) offer a structuring mechanism for multi-strategy or multi-investor vehicles where legal segregation between cells provides each investor or strategy with ring-fenced asset protection without the cost and administrative overhead of establishing separate legal entities. Each cell maintains its own assets and liabilities, creditors of one cell have no recourse to the assets of another, and the core cell provides shared governance and administrative infrastructure. We use Seychelles PCCs for family office mandates where multiple generations or branches of a family require distinct investment strategies within a unified governance framework, and for co-investment platforms where individual deal SPVs operate as cells within a master PCC structure.
Understanding the regulatory landscape across our structuring jurisdictions is not optional — it is the foundation of every vehicle design decision. Each regulator imposes distinct requirements on fund formation, ongoing compliance, investor eligibility, and reporting that directly impact the speed, cost, and flexibility of the resulting structure.
DFSA
Dubai
Min. Subscription
$500,000
Approval Timeline
4-6 Weeks
Vehicle Types
QIF, Domestic, Exempt, Foreign
Legal Framework
Common Law (DIFC Courts)
Key Advantage
GCC institutional credibility, proximity
CIMA
Cayman Islands
Min. Subscription
$100,000
Approval Timeline
2-4 Weeks
Vehicle Types
Exempted LP, SPC, Unit Trust
Legal Framework
Common Law (English-based)
Key Advantage
Global standard, US/institutional access
CSSF
Luxembourg
Min. Subscription
€125,000
Approval Timeline
6-12 Weeks (RAIF: 2-4)
Vehicle Types
SICAV-RAIF, SCSp, SIF, SICAR
Legal Framework
Civil Law (AIFMD Passport)
Key Advantage
EU passport, Solvency II eligibility
FSA
Seychelles
Min. Subscription
No Minimum
Approval Timeline
2-3 Weeks
Vehicle Types
CSL, IBC, PCC, Foundation
Legal Framework
Common/Civil Hybrid (SIBA)
Key Advantage
Treaty network, cost efficiency
Fund administration is not a back-office function. It is the operational infrastructure upon which investor confidence is built. A fund with superior investment performance and deficient administration — late NAV reporting, inaccurate investor statements, inconsistent fee calculations — will haemorrhage capital as institutional investors conduct operational due diligence that is now as rigorous as the investment due diligence itself. Kaelo selects and oversees administration partners based on their demonstrated capability in our specific vehicle types and jurisdictions, not on the basis of brand name or fee competitiveness alone.
NAV Calculation & Valuation
Independent NAV calculation is the cornerstone of fund governance. For open-ended vehicles, we mandate independent valuation by the fund administrator using pricing sources, broker quotes, and — for illiquid assets — independent third-party valuation reports prepared in accordance with IPEV Valuation Guidelines or RICS Red Book standards for real estate. The administrator must demonstrate the capability to process complex instruments including structured credit, unlisted equity, and Sharia-compliant instruments where standard pricing services may not provide reliable marks. We require monthly NAV production for open-ended vehicles (with T+15 business day delivery for preliminary NAV and T+25 for final audited NAV) and quarterly reporting for closed-ended vehicles with annual audited financial statements.
Transfer Agency
Subscription processing, redemption management, anti-money laundering verification, and investor register maintenance. For DIFC QIFs, the transfer agent must comply with DFSA Customer Due Diligence requirements including enhanced due diligence for Politically Exposed Persons — a category that encompasses a significant proportion of the institutional and family office investor base in the Gulf. We ensure that AML/KYC processes are calibrated to process sovereign wealth fund subscriptions (which involve complex beneficial ownership structures), family office capital (which may involve trusts, foundations, and multi-generational structures), and institutional mandates (which require fiduciary documentation and investment committee approvals). Processing timelines are agreed contractually: T+3 for subscription acceptance, T+5 for redemption payment for liquid strategies.
Compliance Monitoring
Regulatory compliance in a multi-jurisdictional fund structure is not a single obligation — it is a matrix. A DIFC-domiciled QIF managed by a Singapore-licensed fund manager investing through a Seychelles intermediate holding company must simultaneously satisfy DFSA fund rules, MAS business conduct requirements, and Seychelles financial services substance requirements. Kaelo maintains compliance calendars for each vehicle we advise on, tracking filing deadlines, annual report submission dates, regulatory fee payments, auditor appointment renewals, and board meeting frequency requirements across all relevant jurisdictions. We engage dedicated compliance officers in each jurisdiction — not outsourced to the fund administrator — to ensure that regulatory engagement is proactive rather than reactive. A compliance breach in any single jurisdiction can trigger cross-border regulatory inquiry, investor notification obligations, and reputational damage that far exceeds the cost of preventive monitoring.
Custody & Safekeeping
Institutional investors require independent custody — the segregation of fund assets from the manager's own assets and from the assets of other funds. For DIFC vehicles, we appoint DFSA-recognised custodians (Standard Chartered, HSBC, Emirates NBD Capital) with demonstrated capability in safekeeping the specific asset types held by the fund. For strategies investing in unlisted securities, real estate, or infrastructure, where traditional securities custody is not applicable, we ensure that title documents, share certificates, and contractual rights are held by an independent trustee or depositary with fiduciary obligations to the fund's investors. The AIFMD depositary function for Luxembourg vehicles adds a further layer of asset verification and cash monitoring that we implement through established depositary banks including CACEIS, BNP Paribas Securities Services, and Quintet Private Bank.
NAV Calculation & Valuation
Independent NAV calculation is the cornerstone of fund governance. For open-ended vehicles, we mandate independent valuation by the fund administrator using pricing sources, broker quotes, and — for illiquid assets — independent third-party valuation reports prepared in accordance with IPEV Valuation Guidelines or RICS Red Book standards for real estate. The administrator must demonstrate the capability to process complex instruments including structured credit, unlisted equity, and Sharia-compliant instruments where standard pricing services may not provide reliable marks. We require monthly NAV production for open-ended vehicles (with T+15 business day delivery for preliminary NAV and T+25 for final audited NAV) and quarterly reporting for closed-ended vehicles with annual audited financial statements.
Transfer Agency
Subscription processing, redemption management, anti-money laundering verification, and investor register maintenance. For DIFC QIFs, the transfer agent must comply with DFSA Customer Due Diligence requirements including enhanced due diligence for Politically Exposed Persons — a category that encompasses a significant proportion of the institutional and family office investor base in the Gulf. We ensure that AML/KYC processes are calibrated to process sovereign wealth fund subscriptions (which involve complex beneficial ownership structures), family office capital (which may involve trusts, foundations, and multi-generational structures), and institutional mandates (which require fiduciary documentation and investment committee approvals). Processing timelines are agreed contractually: T+3 for subscription acceptance, T+5 for redemption payment for liquid strategies.
Compliance Monitoring
Regulatory compliance in a multi-jurisdictional fund structure is not a single obligation — it is a matrix. A DIFC-domiciled QIF managed by a Singapore-licensed fund manager investing through a Seychelles intermediate holding company must simultaneously satisfy DFSA fund rules, MAS business conduct requirements, and Seychelles financial services substance requirements. Kaelo maintains compliance calendars for each vehicle we advise on, tracking filing deadlines, annual report submission dates, regulatory fee payments, auditor appointment renewals, and board meeting frequency requirements across all relevant jurisdictions. We engage dedicated compliance officers in each jurisdiction — not outsourced to the fund administrator — to ensure that regulatory engagement is proactive rather than reactive. A compliance breach in any single jurisdiction can trigger cross-border regulatory inquiry, investor notification obligations, and reputational damage that far exceeds the cost of preventive monitoring.
Custody & Safekeeping
Institutional investors require independent custody — the segregation of fund assets from the manager's own assets and from the assets of other funds. For DIFC vehicles, we appoint DFSA-recognised custodians (Standard Chartered, HSBC, Emirates NBD Capital) with demonstrated capability in safekeeping the specific asset types held by the fund. For strategies investing in unlisted securities, real estate, or infrastructure, where traditional securities custody is not applicable, we ensure that title documents, share certificates, and contractual rights are held by an independent trustee or depositary with fiduciary obligations to the fund's investors. The AIFMD depositary function for Luxembourg vehicles adds a further layer of asset verification and cash monitoring that we implement through established depositary banks including CACEIS, BNP Paribas Securities Services, and Quintet Private Bank.
Tax structuring in a multi-jurisdictional investment framework is not about minimisation — it is about alignment. The objective is to ensure that the tax treatment of investment returns matches the economic substance of the investment activity, that treaty benefits are claimed legitimately and defensibly, and that the overall tax burden is proportionate to the value created. The era of aggressive treaty shopping through shell entities with no local substance has ended. The OECD's Base Erosion and Profit Shifting (BEPS) framework, the Multilateral Instrument (MLI), and the principal purpose test (PPT) have fundamentally altered the structuring landscape.
Kaelo's tax structuring capability is built on substance. Our Seychelles office maintains full-time staff, local directors, and operational infrastructure that satisfies the economic substance requirements of the Seychelles Revenue Commission. Our Dubai entities meet the UAE's Economic Substance Regulations. This is not merely defensive — it is the foundation that allows us to claim treaty benefits with confidence. A Seychelles CSL holding company that receives dividend income from an Indonesian operating company can claim reduced withholding tax under the Seychelles-Indonesia DTA only if it demonstrates genuine economic substance in Seychelles and is the beneficial owner of the income. We structure to meet these requirements not as an afterthought but as a design constraint from inception.
The UAE's introduction of Corporate Income Tax at 9% (effective June 2023) has reshaped DIFC fund structuring. Qualifying Investment Funds that meet DFSA registration and minimum investor diversification requirements remain exempt. However, the tax applies to management fee income earned by Dubai-based fund managers, requiring careful structuring of management company economics, carried interest arrangements, and co-investment fee sharing. We advise fund managers on the optimal allocation of functions and risks between DIFC management entities, Singapore investment advisory entities, and Seychelles intermediate structures to ensure that taxable income arises in the jurisdiction where it is most efficiently taxed, while maintaining defensible transfer pricing documentation under the OECD Guidelines.
Withholding tax on dividends, interest, and royalties remains the single largest leakage in cross-border investment returns. A direct investment from a DIFC vehicle into an Indian operating company faces 20% withholding on dividends. The same investment routed through a Singapore holding company (India-Singapore DTAA: 15% with substantial shareholding, further reducible under specific conditions) or a Mauritius entity (historical 5% rate, now renegotiated) produces materially different net returns. We model every investment structure across multiple treaty routes, selecting the optimal path based on current treaty rates, substance requirements, and the probability of future treaty renegotiation. Our models incorporate scenario analysis for treaty termination, rate renegotiation, and MLI-triggered PPT challenges to ensure that the selected structure remains defensible over the full investment horizon.
Tax structuring in a multi-jurisdictional investment framework is not about minimisation — it is about alignment. The objective is to ensure that the tax treatment of investment returns matches the economic substance of the investment activity, that treaty benefits are claimed legitimately and defensibly, and that the overall tax burden is proportionate to the value created. The era of aggressive treaty shopping through shell entities with no local substance has ended. The OECD's Base Erosion and Profit Shifting (BEPS) framework, the Multilateral Instrument (MLI), and the principal purpose test (PPT) have fundamentally altered the structuring landscape.
Kaelo's tax structuring capability is built on substance. Our Seychelles office maintains full-time staff, local directors, and operational infrastructure that satisfies the economic substance requirements of the Seychelles Revenue Commission. Our Dubai entities meet the UAE's Economic Substance Regulations. This is not merely defensive — it is the foundation that allows us to claim treaty benefits with confidence. A Seychelles CSL holding company that receives dividend income from an Indonesian operating company can claim reduced withholding tax under the Seychelles-Indonesia DTA only if it demonstrates genuine economic substance in Seychelles and is the beneficial owner of the income. We structure to meet these requirements not as an afterthought but as a design constraint from inception.
The UAE's introduction of Corporate Income Tax at 9% (effective June 2023) has reshaped DIFC fund structuring. Qualifying Investment Funds that meet DFSA registration and minimum investor diversification requirements remain exempt. However, the tax applies to management fee income earned by Dubai-based fund managers, requiring careful structuring of management company economics, carried interest arrangements, and co-investment fee sharing. We advise fund managers on the optimal allocation of functions and risks between DIFC management entities, Singapore investment advisory entities, and Seychelles intermediate structures to ensure that taxable income arises in the jurisdiction where it is most efficiently taxed, while maintaining defensible transfer pricing documentation under the OECD Guidelines.
Withholding tax on dividends, interest, and royalties remains the single largest leakage in cross-border investment returns. A direct investment from a DIFC vehicle into an Indian operating company faces 20% withholding on dividends. The same investment routed through a Singapore holding company (India-Singapore DTAA: 15% with substantial shareholding, further reducible under specific conditions) or a Mauritius entity (historical 5% rate, now renegotiated) produces materially different net returns. We model every investment structure across multiple treaty routes, selecting the optimal path based on current treaty rates, substance requirements, and the probability of future treaty renegotiation. Our models incorporate scenario analysis for treaty termination, rate renegotiation, and MLI-triggered PPT challenges to ensure that the selected structure remains defensible over the full investment horizon.
Investment
Structure the vehicle. Launch the fund.
DIFC, Cayman, Luxembourg, Seychelles — optimised for your investor base.