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Expertise

Investment Funds

Fund structures that survive contact with investors, regulators and administrators.

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A fund structure has to satisfy three audiences at once: the regulator that authorises it, the investors who subscribe to it, and the administrator who has to run it. Documents that read well but cannot be operated create problems years later, usually at the worst moment.

We establish and document Mauritian fund vehicles across the full range of structures — variable capital companies and their sub-funds, protected cell companies, limited partnerships, Expert Funds and Professional Collective Investment Schemes — and advise on their governance, restructuring and eventual wind-down.

A variable capital company: one umbrella, sub-funds the Act ring-fences by statute.

Who we advise

  • Fund promoters and sponsors establishing Mauritian platforms
  • CIS managers and investment managers
  • Private equity and infrastructure platforms investing into Africa and Asia
  • Feeder structures channelling investment into other jurisdictions
  • Institutional and professional investors reviewing fund terms

Capabilities

What we do

8 capabilities · 8 representative matters

  • Fund structuring and vehicle selection, including sub-fund segregation mechanics
  • Private placement memoranda, prospectuses and risk disclosure
  • Limited partnership agreements, constitutions and subscription documentation
  • Investment management, advisory and administration agreements
  • FSC licensing and authorisation of funds and their functionaries
  • Side letters, investor rights and preferential terms
  • ESG disclosure positioning and responses to regulatory queries
  • Fund continuation, divestment, asset transfers and restructuring

Representative experience

Selected matters.

Matters are described in anonymised form to protect client confidentiality. Past matters are not a guarantee of future outcomes.

Full experience library
  • MUR-denominated retail fund platform with two open-ended sub-funds

    Assisted with the establishment of a MUR-denominated retail fund platform structured as a Mauritius variable capital company with two open-ended sub-funds pursuing differentiated growth and income strategies. Prepared and refined the prospectuses, investment strategy and risk disclosures, governance framework, investor suitability provisions and FSC-facing documentation.

    Practice
    Investment Funds
    Geography
    Mauritius
    Type
    Fund establishment
    Industry
    Asset management
  • West African sustainable infrastructure platform

    Assisted with the establishment, licensing and closing of a Mauritius protected cell company structured as a closed-ended Professional Collective Investment Scheme forming part of a West African sustainable infrastructure private equity platform. The platform targeted climate transition and infrastructure assets across sectors including energy, transport, water, food security, logistics, telecoms and data centres.

    Practice
    Investment Funds
    Geography
    Mauritius · West Africa
    Type
    Fund establishment and licensing
    Industry
    Infrastructure and climate transition
  • Variable capital company and sub-fund structure

    Assisted with the establishment of a Mauritius variable capital company and related sub-fund structure, including preparation of regulatory documentation, governance provisions, sub-fund segregation mechanics, constitutional documents and FSC application materials.

    Practice
    Investment Funds
    Geography
    Mauritius
    Type
    Fund establishment
    Industry
    Asset management
  • Expert Fund structured as a Mauritius limited partnership

    Assisted with the establishment of an Expert Fund structured as a Mauritius limited partnership with legal personality and a general partner / CIS Manager model. Prepared and aligned the private placement memorandum, limited partnership agreement, investment management agreement, advisory agreement, subscription documents and related AML/CFT documentation.

    Practice
    Investment Funds
    Geography
    Mauritius
    Type
    Fund establishment
    Industry
    Asset management
  • Feeder vehicle into an Indian SEBI-registered Category II AIF

    Assisted with the establishment of a Mauritius closed-ended Professional Collective Investment Scheme structured as a private limited life company and feeder vehicle into an Indian SEBI-registered Category II Alternative Investment Fund.

    Practice
    Investment Funds
    Geography
    Mauritius · India
    Type
    Fund establishment
    Industry
    Private equity
  • Closed-ended Professional CIS for African SME investment

    Assisted with the establishment of a self-managed closed-ended Professional Collective Investment Scheme focused on SME and portfolio company investments across Africa, with emphasis on agriculture, agro-industry, natural resources, energy, renewable energy, tourism, infrastructure and ICT.

    Practice
    Investment Funds
    Geography
    Mauritius · Africa
    Type
    Fund establishment
    Industry
    Private equity
  • FSC queries on ESG fund disclosure and reporting

    Assisted with responses to FSC queries concerning ESG fund disclosure and reporting requirements, including regulatory positioning, investor disclosure language and alignment with applicable ESG fund guidance.

    Practice
    Investment Funds
    Geography
    Mauritius
    Type
    Regulatory engagement
    Industry
    Sustainable finance
  • Fund continuation, divestment and asset transfer

    Advised on fund continuation, divestment and asset transfer options, including structuring considerations for transferring residual fund assets to a new vehicle.

    Practice
    Investment Funds
    Geography
    Mauritius
    Type
    Fund advisory
    Industry
    Asset management

Reference

Fund vehicles and functionaries

A short reference on the structures and roles most often relevant to our clients.

Retail Funds and Exempt Funds
Retail funds are collective investment schemes offered to the public and are subject to stricter regulatory oversight and disclosure requirements to protect retail investors. Exempt funds are typically offered to sophisticated or professional investors and benefit from lighter regulatory requirements; these include Professional Collective Investment Schemes and Expert Funds. Both are regulated by the Financial Services Commission under the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008.
Fund Managers (CIS Managers)
A fund manager, or CIS manager, is responsible for the overall management and investment decisions of a collective investment scheme. This includes portfolio management, risk management and ensuring compliance with applicable laws and fund rules. Fund managers must be licensed by the Financial Services Commission.
CIS Administrator
A fund administrator provides operational and administrative support to investment funds, including accounting, valuation of assets (NAV calculation), investor reporting and record keeping. Although administrators do not make investment decisions, they play a key role in fund operations. The approval of the Financial Services Commission is required prior to the appointment of a CIS administrator.
Custodian
A custodian holds and safeguards the assets of an investment fund on behalf of investors and ensures proper settlement of transactions. Custodians also perform oversight functions to ensure that fund operations comply with applicable laws and the fund's governing documents. Under the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008, custodians, as functionaries of a collective investment scheme, are subject to stringent regulatory requirements.

Insights

Related reading.

Contact

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4th Floor
38 St Georges Street
Port Louis, Mauritius