Gibraltar's Dual Fund Regime: An Overview
Gibraltar offers investment managers two primary routes to establishing a regulated collective investment vehicle. The Private Funds Regulations 2022 provide a light-touch framework for closely held funds with a limited investor base. The Expert Investor Fund (EIF) regime, operating under the Collective Investment Schemes Act 2011, provides a fully authorised structure for funds open to a broader universe of experienced investors.
The two structures are not competing alternatives — they serve different purposes and are suited to different stages of a fund manager's development and different investor bases. Understanding the material differences between them is essential for any manager designing a Gibraltar fund.
Resilience Group acts as licensed administrator for both private funds and EIFs. For an overview of our fund administration capabilities, see our fund administration services page.
Gibraltar Private Funds
The Gibraltar private fund is the simpler of the two structures. Introduced under the Private Funds Regulations 2022, it is designed for closed, closely held investment vehicles where the manager and investors have a pre-existing relationship and formal regulatory authorisation of the fund would be disproportionate to the fund's scale and investor profile.
Key characteristics of a Gibraltar private fund include:
- Maximum 50 investors: The fund may not have more than 50 investors at any time. This limit applies to the number of unit holders or shareholders, not to the number of commitments. Exceeding 50 investors requires conversion to an EIF or another authorised structure.
- Minimum subscription €100,000: Each investor must subscribe a minimum of €100,000 (or equivalent in another currency) at initial subscription. This is a statutory floor, not a soft limit — investors who cannot meet this threshold cannot participate.
- No GFSC authorisation required: The fund itself is not authorised by the GFSC. It must be registered with the GFSC (confirming that it is a private fund and naming its administrator), but the substantive regulatory oversight comes at the administrator level, not the fund level.
- Licensed administrator mandatory: Every Gibraltar private fund must appoint a GFSC-licensed administrator. The administrator's licence covers the fund administration function; the administrator takes on regulatory responsibility for NAV calculation, investor records, AML, and regulatory reporting. There is no self-administration option.
- Offering document: A private fund must have a private placement memorandum or information memorandum disclosing the fund's investment strategy, risks, fee structure, administrator, and other material information. There is no prescribed form for this document, but it must contain sufficient information for a sophisticated investor to make an informed investment decision.
- No marketing to the public: A private fund may not be marketed to the public. It can be offered to identified investors on a private placement basis. Any communication that constitutes a financial promotion must comply with applicable regulations in the investor's jurisdiction.
Private funds are most commonly used by emerging managers raising a first institutional vehicle, family investment structures consolidating multiple family members' capital, co-investment vehicles for a defined group of professional investors, and single-family office investment structures. The combination of low regulatory cost, fast setup, and meaningful minimum subscription makes it the natural starting point for most new Gibraltar fund structures.
Expert Investor Funds (EIFs)
The Expert Investor Fund is Gibraltar's authorised collective investment vehicle for sophisticated investors. EIFs are authorised by the GFSC under the Collective Investment Schemes Act 2011 and the Expert Investor Fund Regulations. Authorisation means the GFSC has reviewed and approved the fund's documentation, structure, and service providers before the fund commences operations.
Key characteristics of a Gibraltar EIF include:
- No cap on investor numbers: Unlike the private fund, an EIF may accept any number of investors, provided each meets the experienced investor test. There is no statutory maximum.
- Experienced investor requirement: Each investor must be an experienced investor, defined in the regulations as either (a) a professional investor within the meaning of EU financial services directives (MiFID categories: investment firms, credit institutions, insurance companies, large corporates, etc.) or (b) a person who invests a minimum of €100,000 and acknowledges in writing that they are aware they may lose the entire investment and are experienced enough to evaluate the risks. Retail investors who do not meet either test cannot invest in an EIF.
- GFSC authorisation required: The EIF must be authorised before it can accept subscriptions. The authorisation process involves submission of a full prospectus, constitutional documents, service provider agreements (administrator, custodian/prime broker, auditor, legal counsel), and compliance policies to the GFSC. The GFSC will review and may request amendments before granting authorisation.
- Prospectus: An EIF must have a full prospectus complying with the EIF Regulations' disclosure requirements. The prospectus must be approved by the GFSC as part of the authorisation process. Amendments to the prospectus after authorisation require GFSC approval.
- Post-authorisation reporting: An authorised EIF has ongoing reporting obligations to the GFSC, including notification of material changes to the fund, periodic regulatory returns, and AIFMD-equivalent disclosures where the EIF's AUM crosses the relevant threshold.
- Marketing flexibility: An authorised EIF can be more readily marketed to experienced investors in Gibraltar and in jurisdictions that recognise the GFSC authorisation. Marketing to EU investors must comply with the relevant national private placement regimes or rely on the AIFMD passport where applicable (noting that Gibraltar's post-Brexit status affects passport availability for EU distribution).
Side-by-Side Comparison
| Feature | Private Fund | Expert Investor Fund (EIF) |
|---|---|---|
| Investor cap | 50 investors maximum | Unlimited |
| Minimum subscription | €100,000 | €100,000 (experienced investor acknowledgment) |
| GFSC authorisation | Not required (GFSC registration only) | Required before launch |
| Investor qualification | Minimum subscription only | Professional investor or experienced investor test |
| Administrator requirement | Mandatory — GFSC-licensed | Mandatory — GFSC-licensed |
| Offering document | Information/placement memorandum (no prescribed form) | Full prospectus (GFSC-approved) |
| Public marketing | No | Yes (to experienced investors, with appropriate disclosures) |
| Setup timeline | 2–4 weeks from complete documentation | 6–12 weeks (GFSC review period) |
| Regulatory overhead | Low | Moderate |
| Typical use | Emerging managers, family funds, co-investments | Institutional managers, broader LP base, marketed funds |
Regulatory Differences in Practice
The practical regulatory experience of managing a private fund versus an EIF differs significantly, particularly in the areas of GFSC interaction, ongoing reporting, and documentation maintenance.
GFSC interaction. For a private fund, the manager's primary regulatory relationship is with the licensed administrator, who manages the fund's GFSC registration and ongoing compliance. Direct interaction with the GFSC is minimal. For an EIF, the fund itself is authorised and the manager (where Gibraltar-regulated) has a direct regulatory relationship with the GFSC. The GFSC conducts periodic supervisory reviews of EIFs and may request information or documentation at any time.
Documentation maintenance. An EIF's GFSC-approved prospectus must be kept current — material changes require GFSC approval before implementation. For a private fund, the offering document can be amended by the manager (with appropriate investor notification) without GFSC pre-approval, subject to the fund's constitutional documents.
Custodian requirements. The GFSC may require an EIF to appoint a custodian or prime broker for certain asset classes. For private funds, custody arrangements are a commercial matter agreed between the fund and its investors, without a statutory requirement for an independent custodian (though best practice and investor expectations typically drive the appointment of a custodian for any substantive asset pool).
AIFMD considerations. Where a fund's assets under management exceed €100 million (or €500 million for unleveraged closed-ended funds), AIFMD thresholds may be triggered. For Gibraltar funds, the relevant framework is Gibraltar's Alternative Investment Fund Managers Regulations (AIFMR), which impose additional disclosure, reporting, and operating requirements. Both private funds and EIFs can fall within the AIFMR scope, but EIFs are more typically associated with the AUM levels that trigger full AIFMD compliance.
Use Cases
When to choose a Private Fund:
- A new manager raising initial capital from a defined group of family offices, HNWI backers, or institutional seed investors — typically under 20 investors — where speed to launch and cost efficiency are priorities.
- A family consolidating investment capital from multiple family members or family entities into a single managed vehicle, with no intention to market to external investors.
- A co-investment vehicle established alongside a main fund for a specific deal or series of deals, open to a defined group of existing LPs and co-investors.
- A manager testing a new strategy or asset class before committing to the costs of a full EIF authorisation.
When to choose an EIF:
- A manager with an existing LP base approaching 50 investors, or with plans to market beyond a closely held group.
- A manager for whom the GFSC authorisation imprimatur is important for institutional LP due diligence — some institutional investors require investment in authorised funds as a matter of policy.
- A fund that will be actively marketed to sophisticated investors in multiple jurisdictions, where the authorisation status facilitates marketing under local private placement regimes.
- A manager whose investment strategy and reporting requirements are sufficiently complex that the EIF's more structured regulatory framework provides governance and investor comfort benefits that outweigh the additional setup cost.
Cost and Setup Timeline
Private Fund — Setup: A private fund can typically be established within two to four weeks of receipt of complete documentation and approved AML. The key workstreams are: preparation of the fund's constitutional documents (articles, shareholders agreement or limited partnership agreement) and offering document; incorporation of the fund vehicle; GFSC registration; execution of the administration agreement with Resilience Group; and AML onboarding of initial investors. Total professional and regulatory fees for a standard private fund setup are materially lower than for an EIF, reflecting the absence of a GFSC authorisation process and the simplified documentation requirements.
EIF — Setup: An EIF requires a six to twelve week setup timeline, driven primarily by the GFSC review and authorisation period. The workstreams are: preparation of a full GFSC-compliant prospectus, constitutional documents, and service provider agreements; submission of the complete authorisation application to the GFSC; GFSC review (during which the GFSC may request additional information or clarifications); GFSC grant of authorisation; and operational readiness (banking, custody, prime brokerage). Professional fees are higher than for a private fund, reflecting the additional documentation complexity and GFSC engagement. The GFSC charges a non-refundable application fee for EIF authorisation.
Ongoing costs: Annual administration fees for both structures include NAV calculation, investor register maintenance, AML monitoring, and regulatory reporting. EIFs typically incur additional ongoing costs for GFSC annual fees, more extensive regulatory reporting, and ongoing prospectus maintenance. For a detailed fee comparison tailored to the specific fund structure, Resilience Group provides indicative fee proposals at the outset of any engagement.
Managers considering Gibraltar as a fund domicile are also encouraged to review our why Gibraltar for funds page and our fund managers sector page.