Funds that wish to convert from being registered under section 4(4) to section 4(3) of the Mutual Funds Act must comply with the minimum initial investment requirement.  Accordingly, these funds are required to demonstrate this by providing an affidavit attesting the same.  Any investor that initially invested below the minimum initial investment requirement must increase their investment or be redeemed out prior to the fund converting/registering under section 4(3) of the Mutual Funds Act, unless the investor’s current investment meets the minimum initial investment.

Core documents required to change the Registration/Licence Type:

• Cover letter stating request to re-register entity (change registration type) and the desired date of re-registration. The Authority will recognise the date when a complete application is received. If the application is incomplete, the date the Authority received the last requirement will be given;
• Original Certificate of Registration or Affidavit of Lost Certificate (N/A for electronic certificates);

• Change of Name Certificate/ REEFS Application number (if applicable);

• Form MF (1 –  Registered Fund)/(2 & 2A – Administered Fund)/(3 – Licensed Fund)/(4 – Master Fund)/(Limited Investor - APP-101-78) (Forms can be downloaded from the Authority’s website per fund type);
• Offering Memorandum plus Supplements (if applicable);

• Auditor letter of consent (“LOC”) (If new Auditor appointed);

• Mutual Fund Administrator LOC (If new Mutual Fund Administrator appointed);

• MLO Form (MLO-154-99) (if not already on record with the Authority);

• Annual Fees paid/up-to-date;

• FAR Fees paid/up-to-date;

• Audited Financial Statements up-to-date;

• Application fee (CI$300)(US$365.85);

• Fee for filing of an updated Offering Memorandum (CI$100); and

• The complete application package with the above items should be submitted via email to the Registrations Team at registrations@cima.ky.

Additional requirements specific to particular Registration/Licence type:

• Change from a Master Fund under Section 4(3)(a): Payment of an additional CI$1,000 to account for the resulting increase in annual fee from CI$2,500 to CI$3,500.
• Change to a Registered Fund or Master Fund under Section 4(3): Affidavit from or on behalf of operators that investors meet the minimum investment requirement of CI$80,000 (or its equivalent).
• Change to an Administered Fund under Section 4(1)(b): Confirmation of Provision of Principal Office to the fund (Completed MF2A form). Note that the Principal Office selected must have an active, Full Mutual Fund Administrator Licence.
• Change to a Limited Investor Fund under Section 4(4): Affidavit from or on behalf of the operators setting out that the fund has 15 or fewer investors, and evidence that a majority of investors have the power to remove the fund’s operator.

• Change to a Licensed Fund under Section 4(1)(a):

• Personal Questionnaires: three references (including one financial reference and one character reference) and police clearance certificates on all Directors:

     - Must be completed in FULL and must be typed or printed in clear block letters;
     - Personal addresses must be submitted; 
     - CV of Directors should be included; and
     - Dated within six months of when application is made.

• Police Clearance Certificates/Affidavit of No Convictions:

     - Dated within six months of application; and                                          
     - If it is a police clearance certificate, ensure that it is stamped and signed; and  
     - If it is an affidavit, ensure it is signed by the applicant or by a notary and is affixed with the seal as required in that jurisdiction.      

• Character References:

     - Must comply with the Authority’s Policy on Minimum Standards for Reference Letters;
     - Must be provided by an individual who is not related to the applicant; 
     - Must include length of time individual has known the applicant (minimum of 3 years) and in what capacity;
     - Must be signed; and
     - Must be dated

• Financial References

     - Must comply with the Authority’s Policy on Minimum Standards for Reference Letters;
     - Must be provided by a financial institution, or the applicant’s personal accountant;
     - Must include length of time account has been held (minimum of two years) and whether the account has been satisfactorily maintained;
     - Must be signed and on company letterhead; and
     - Must be dated.  

• Background details on the service providers if not included in the offering document.

These are treated by the Authority as a Cancellation of the initial fund registration under a particular Act (e.g., MFA), followed by a new registration under the other Act (e.g., PFA).

The fund will be required to submit additional Annual Registration Fees with the re-registration application. Fees paid under the initial registration may not be carried over for the fund re-registration (e.g., PFA to MFA) within the same calendar year. 

Core Requirements for Cancellation of Licence or of Registration of a Fund:

• Original Certificate of Registration or Affidavit of Lost Certificate (N/A for electronic certificates);
• The prescribed fee which is payable for the surrender of the Licence or Certificate of Registration pursuant to the Monetary Authority Act (“MAA”);
• A certified copy of the resolution of the operators, shareholders or unitholders, which indicates the date on which the fund will cease or has ceased to carry on business as a fund in or from the Cayman Islands where re-registering from a Regulated Mutual Fund to a Registered Private Fund (or vice-versa);

• The completed de-registration package with the above documents, if a Mutual Fund, should be submitted via REEFS to the Terminations Team or, if a Private Fund, email to the Terminations Team at terminations@cima.ky. Simultaneously, submit a copy of the new fund registration via email to the Registrations Team at registrations@cima.ky   

Additional Requirements for the conversion from a fund under the MFA to the PFA (i.e., becoming a closed-ended fund):

• An updated offering document, supplement to the offering document or in the absence of an offering document a consent from the investors outlining that the fund is changing from open-ended to closed-ended and will cease to meet the definition of a Mutual Fund in the MFA;
• A certified copy of the memorandum and articles of association outlining the restriction on the redemption rights of the close-ended shares; and
• An affidavit from the operator(s) attesting to the following:   

   - The reason for the conversion of the fund (re-registration);
   - That as far as the operator is aware, while licensed or registered with the Authority the fund operated in accordance with its articles and other constitutive documents and its offering document including adherence to all investment guidelines and restrictions and computation of the net asset value;
   - That the conversion from an open-ended fund to a closed-ended fund is being done in accordance with the fund’s offering document and constitutive documents; and
   - That while licensed or registered with the Authority, the fund has not operated in a manner that is prejudicial to its investors and creditors.

•  Once the fund’s licence or certificate of registration has been confirmed as Cancelled, commence with a new fund registration application via REEFS as per guidance for new fund registrations (using the respective form):

    - Note that annual Registration Fees may not be carried over from a fund re-registration from one regime to the other (e.g., PFA to MFA) within the same calendar year. 
    - New Auditor and Fund Administrator letters of consent (LOCs) will not be required unless different service providers have been appointed.  

The following six items are required to re-register to an SPC:

• Certificate from the Registrar of Companies in the new SPC name;

• Revised Offering Memorandum (“OM”) with the new SPC name;

• Payment of a CI$100 revised OM fee;

• Registration certificate initially issued by the Authority (N/A if electronically produced);

• Revised auditor’s consent letter setting out both the SPC and SP names; and

• Revised fund administrator’s consent letter setting out both the SPC and SP names.

Any requests for addition of relevant SPs should be applied for in REEFS using the form ADD-125-99 and a request is also to be sent to Registrations@cima.ky.

The PFA defines a “private fund” as a company, unit trust or partnership that offers or issues or has issued investment interests, the purpose or effect of which is the pooling of investor funds with the aim of enabling investors to receive profits or gains from such entity’s acquisition, holding, management or disposal of investments, where :

          (1) the holders of investment interests do not have day-to-day control over the acquisition, holding, management or disposal of the investments; and

          (2) the investments are managed as a whole by or on behalf of the operator of the private fund, directly or indirectly, for reward based on the assets, profits or gains of the company, unit trust or partnership.

It does not include:

        (1) a person licensed under the Banks and Trust Companies Act (as revised) or the Insurance Act (as revised);

        (2) a person registered under the Building Societies Act (as revised) or the Friendly Societies Act (as revised); or

        (3) any non-fund arrangements.

The latest Private Funds Act (PFA) is available here on our website for informational purposes only. A hard copy can be purchased from the Cayman Islands Legislative Assembly.

No, there is no such requirement under the PFA.

Yes. Where the constitutive documents of the private fund, or any other provision or arrangement of binding legal effect, expressly states that the fund only has and is only intended to ever have a single investor of record.

Yes.  Good market practice is for a fund to ensure that their investors are kept abreast of the performance of the fund.  CIMA is of the view that while investors are aware that any capital contributions made into a Private Fund will not be distributed until the timeframe indicated in the relevant fund documents has been completed, investors should still be made aware of the fund’s performance on an ongoing basis.   The PFA provides for various ways in which this obligation can be met.

1. The valuation of the assets of a Private Fund should be conducted in accordance with the Private Fund’s valuation policy. Valuations of a Private Fund should be carried out on at least on an annual basis.
2. CIMA will issue rules establishing the policies and procedures of CIMA with respect to the valuation of the assets of a Private Fund.

1. CIMA’s assessment of the process undertaken by the Private Fund, in respect of cash monitoring, will seek to confirm that such process, based on the investment strategy of the fund, is sufficient having regard to the type of assets held by the Private Fund.
2. CIMA will issue rules establishing the policies and procedures with respect to the cash monitoring requirements of a Private Fund.

The Rule: Segregation of Assets – Registered Private Funds does not prohibit prime brokerage/custody arrangements that allow, in accordance with established and accepted industry practice, a custodian/sub-custodian to hold all client assets in a commingled client omnibus account along with the assets of other clients. 

Yes. A minimum of two (2) directors are required for applicants that are companies.

Yes. CIMA will require a minimum of two (2) natural persons to be named in respect of a general partner or corporate director of a Private Fund.

1. A Private Fund has a choice of whether to conduct this function internally (by the investment   manager) or to hire a third-party service provider to ensure that this function is carried out.
2. Should this function be conducted internally, the Private Fund’s Operator should engage the Private Fund’s auditor, when signing off the audited financial statements, to provide confirmation that the cash monitoring was done throughout the year.

• REEFS Application Form (APP-101-77);
• Certificate of Incorporation/Registration (as applicable);

• Exemption Letter (if applicable);

• Constitutive Documents (Memorandum & Articles of Association/Trust Deed/Declaration of Partnership (as applicable);
• Offering Memorandum or Summary of Terms or Marketing Material (as applicable);
• Auditor’s letter of consent;
• Fund Administrator’s letter of consent (if applicable);
• Structure Chart (should include the subject fund, its GP, trustee, investment management company (if applicable), any sub-entities which roll up into the fund (e.g., SPs, AIVs), illustration of Cayman master- Cayman feeder relationship (if applicable);
• Application Fee CI$300 (US$365.85);

• Registration fee of CI$3,500 (US$4,268.29); and

• AIV fees (if applicable) of CI$250 (US$304.88) per AIV, capped at 25.

Applications are submitted electronically though CIMA’s secure Regulatory Enhanced Electronic Forms Submission (REEFS) web portal.

1. The Authority requires details of the terms of the offer to investors for making an investment in the private fund. 
2. The Authority understands that a number of the private funds currently in existence do not have a separate offering document, summary of terms or marketing materials and that the terms of the offer are outlined in the constitutive documents of the private fund.  In these circumstances, a private fund must provide at the time of registration its constitutive documents and any subsequent changes made thereto.

The registration date of a Private Fund will be the date that a complete application has been received by CIMA (i.e., the submission date when the Private Fund has submitted all documents, fees and information as required pursuant to the PFA).

1. No.  In these circumstances, the private fund need only file the offering document, summary of terms or marketing materials at the time of registration.
2. However, the Authority reserves the right to request a copy of the private fund’s constitutive documents if the Authority determines that the offering document, summary of terms or marketing materials filed does not contain all of the relevant information on the terms of offer or determines that the constitutive documents are necessary for it to discharge its supervisory or other legal obligations, duties or functions.

The document presented to the Authority must contain, at a minimum, the following:

• Investment Objectives/Strategy – should be comprehensive enough to enable the Authority to obtain a general understanding of the intended investment industries, underlying investment(s), regions, countries, etc. (as applicable);
• Minimum Investment (if applicable);
• Shares/ Classes/ Interest/ Units;
• Confirmation of no redemptions or withdrawal of interests by investors allowed (for initial five years, min.);
• Operators - General Partner, Directors, Trustee, Managing Member (as applicable) w/ Bios;
• Investment Manager/Advisor and Principals;
• NAV Calculation Agent / Valuation agent (including which party does which). If self-administered, the SoT or OM should set out which functions are performed by the General Partner, Investment Manager, or others;
• Registrar & Transfer Agent;
• Other Service Providers;
• Fiscal Year End;
• Annual Reports;
• Accounting Principles;
• Initial Term;
• Risk Factors – outline material risks the fund is subject to;
• Conflicts of Interests – outline conflicts of interest the fund is subject to;
• Reference to Regulation under the PFA; and
• AML Measures.

A Private Fund’s registration application will be rejected where the documentation submitted is incorrect or incomplete. Listed below are some of the common reasons why the Authority will reject an application: 

• All operators are not identified on the REEFS application form;

• The Investment Manager (“IM”) named to the fund is not authorised pursuant to the Securities Investment Business Act (as revised) (the “SIBA”), but is determined to require authorization;

• Proof of Registration application fee payments omitted;

• Incorrect / Incomplete attachments; and

• Inconsistency in documentation (e.g., Name of the fund submitted through REEFS differs from the Certificate of Incorporation/ Registration/Formation).

All documentation (as outlined above) and payment must be submitted to CIMA before the processing of the application will commence.

Private Funds submitting complete applications, where there are no adverse findings in respect of the information submitted, will be processed and approved within the stated timeline.

Factors that might impact registration turnaround time include:

• Adverse findings from the fitness and propriety checks conducted on the fund’s operators or officers;
• Fund/related group entities/operators/officers being the subject of an ongoing regulatory or criminal investigation;
• Shortcomings/omissions in application, common examples of which follow:

      - summary of terms or offering memorandum discloses insufficient information on investment objectives/strategy (should include industry, targets and geography of investments, if known. If the investment manager has been given general discretion without specific terms (usually based on their strong track record with prior funds), it should be clearly articulated in the SoT/OM);
      - structure chart discloses insufficient information (should include at a minimum the subject fund, its GP, trustee, investment management company (if applicable), any sub-entities which roll up into the fund (e.g., SPs, AIVs), illustration of master-feeder relationship (if applicable);
      - a self-administered fund does not fully disclose which administration duties will be performed by the General Partner, Investment Manager, etc.
      - SPC application does not include supplemental OMs for the SPs; and
      - bios/CVs for compliance officer roles not included (AMLCO, MLRO).

1. The following characteristics, if all of them are exhibited by an undertaking, should show that the undertaking is a collective investment scheme for the purposes of the PFA.
2. The characteristics are that: (a) the undertaking does not have a general commercial or industrial purpose; (b) the undertaking pools together capital raised from its investors for the purpose of investment with a view to generating a pooled return for those investors; and (c) the unitholders or shareholders of the undertaking – as a collective group – have no day-today discretion or control.
3. The fact that one or more but not all of the aforementioned unitholders or shareholders are granted day-to-day discretion or control should not be taken to show that the undertaking is not a collective investment scheme.

1. Private Funds submitting complete applications, where there are no adverse findings in respect of the information submitted, will be processed and approved within the stated timeline.
2. Factors that might impact registration turnaround time include:

             (a) Adverse findings from the fitness and propriety checks conducted on the fund’s operators or officers; and/or

             (b) Fund/related group entities/operators/officers being the subject of an ongoing regulatory or criminal investigation.

1. Taking as an example, a Segregated Portfolio Company (“SPC”), where there is a single investor in each underlying Segregated Portfolio (“SP”), fund operators should not consider that the absence of all, or any one of the characteristics under each of the concepts in the definition of a private fund under the PFA (for example the ‘offering and issuing of investment interest’, ‘pooling of investor funds”, or ‘spreading of investment risks’), as set out in these FAQs, conclusively demonstrates that a SPC or an underlying SP does not fall under the relevant concept. 
2. It should also be noted that where an investment compartment, that is itself a separate legal entity and which in its own right meets the definition of a private fund pursuant to the PFA, then it would be expected that such investment compartment is separately registered under the PFA.  

A Cayman AIV that meets the definition of a Private Fund will be required to register under the PFA as a stand-alone Private Fund.

Definitions:

• An AIV is typically used by a Private Fund, for regulatory and other reasons, to purchase a target investment on behalf of the main Private Fund vehicle or some of its investors.
• An SP is sub-fund-like component of a Segregated Portfolio Company, often for different investment strategies.

• As defined by the Mutual Funds Act (MFA), a mutual fund is "any company, trust or partnership either incorporated or established in the Cayman Islands, or if outside the Cayman Islands, managed from the Cayman Islands, which issues equity interests redeemable at the option of the investor, the purpose of which is the pooling of investors' funds with the aim of spreading investment risk and enabling investors to receive profits or gains from investments."
• There are five types of mutual funds that are regulated under the MFA: Registered Fund under Section 4(3); Master Fund under Section 4(3)(a)(iii); Limited Investor Fund under Section 4(4); Administered Fund under Section 4(1)(b); and Licensed Fund under Section 4(1)(a).

The latest Mutual Funds Act (MFA) is available here on our website for informational purposes only. A hard copy can be purchased from the Cayman Islands Legislative Assembly.

or

Registered Funds (MFA- Sec. 4(3)), Administered Funds (MFA- Sec. 4 (1)(b)), Limited Investor Funds (MFA – Sec. 4(4)(a)) and Licensed Funds (MFA - Sec. 4 (1)(a))

• Applicable Fee - CI$3,500 (US$4,268.29)
• Admin Fee - CI$300(US$365.85)
• Segregated Portfolio (if applicable) - CI$250(US$304.88) per Segregated Portfolio up to max of 25

Master Funds (MFA- Sec. 4(3))

• Applicable fee - CI$2,500 (US$3,048.78)
• Admin Fee - CI$300(US$365.85)
• Segregated Portfolio (if applicable) - CI$250 (US$304.88) per Segregated Portfolio up to max of 25 

• A regulated Master Fund is defined as a Mutual Fund that holds investments and conducts trading activity and has one or more regulated feeder funds.
• A regulated Feeder Fund is a Mutual Fund that conducts more than 51% of its investing in a Master Fund either directly or through an intermediary entity.

Applications are submitted electronically though the Authority’s secured Regulatory Enhanced Electronic Forms Submission (REEFS) web portal, which is only accessible by authorized service providers. For more information, see REEFS FAQs.

All documentation and payments must be submitted to the Authority before the processing of the application will commence. The documentation required for the registration/licensing of a mutual fund is outlined on the applicable REEFS form. For more on information, see REEFS FAQs.

A Mutual fund’s registration/licence application will be rejected where the documentation submitted is incorrect or incomplete. Listed below are some of the common reasons why the Authority will reject an application: 

• All operators are not identified on the REEFS application form;
• Director(s) specified is not registered/licensed or is non-compliant pursuant to the Director Registration and Licensing Act (as revised) (the “DRLA”);
• The Investment Manager (“IM”) named to the fund is not authorised pursuant to the Securities Investment Business Act (as revised) (the “SIBA”);
• Proof of Registration / Licence application fee payment omitted;
• Incorrect / Incomplete attachments; and
• Inconsistency in documentation (e.g., Name of the fund submitted through REEFS differs from the Certificate of Incorporation/Registration/Formation).

• REEFS Application Form (Form: APP-101-22);
• Affidavit for electronic records;
• Auditor’s letter of consent;
• Fund Administrator’s letter of consent;
• Certificate of Incorporation/ Registration/Formation;
• Offering Document;
• Applicable Fee CI$3,500 (US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio up to max of 25 (if applicable);
• REEFS MLRO Application form (Form: MLO-154-99) .
• Documents required for appointed directors:
  • Completed Personal Questionnaires (“PQ”);
  • Three references (including one financial reference and two-character reference);
  • Police clearance certificates;
  • Notarized or similarly certified colour copy of government issued photo identification;
  • Resume/CV; and
  • Certified copies of academic/professional qualifications as listed in the PQ.
• Background details on the service providers, if not included in the offering document.

• REEFS Application Form (Form: (APP-101-22)
• Affidavit for electronic records;
• Auditor’s letter of consent;
• Fund Administrator’s letter of consent; 
• Certificate of Incorporation/ Registration/Formation; 
• Offering Document;
• Applicable Fee CI$3,500 (US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio up to max of 25 (if applicable); and
• REEFS MLRO Application form (Form: MLO-154-99).

• No, Administered Funds (Section 4(1)(b)) do not have this minimum. All other types of Mutual Funds do have this minimum.

• REEFS Application Form (APP-101-22), (APP-101-53);
• Affidavit for electronic records; 
• Auditor’s letter of consent; 
• Fund Administrator’s letter of consent; 
• Certificate of Incorporation/ Registration/Formation; 
• Offering Document;
• Applicable Fee of CI$3,500(US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio up to max of 25 (if applicable);
• Master Fund - Applicable Fee of Certificate of Fee CI$2,500(US$3,048.78) + CI$300(365.85) Admin Fee + CI$250(US$304.88) per Segregated Portfolio up to max of 25 (if applicable); and
• REEFS MLRO Application form (MLO-154-99). 

• Application form (APP-101-78);   
• Application form (APP-101-79);   
• Application Fee CI$300 (US$365.85);
• Registration Fee of CI$3,500 (US$4,268.29);
• Certificate of Incorporation/ Registration/Formation;
• Offering Memorandum/Summary of Terms/Marketing Material (as applicable);
• Confirmation that majority of investors have the power to appoint/remove the operator(s) (Constitutional documents/Resolution/Offering memorandum etc.);
• Auditor’s letter of consent (if available); and
• Fund Administrator’s letter of consent (optional).

The Rule: Segregation of Assets – Regulated Mutual Funds does not prohibit prime brokerage/custody arrangements that allow, in accordance with established and accepted industry practice, a custodian/sub-custodian to hold all client assets in a commingled client omnibus account along with the assets of other clients.

No. A 'Master Fund', as defined in the Mutual Funds Act (MFA), has been specifically carved out from the provisions of section 4(4)(a) of the MFA.

Yes.  A master fund that is a 'mutual fund' for the purposes of the MFA but does not meet the definition of a 'Master Fund' under the MFA and is therefore precluded on that basis from registering as a 'Master Fund' under section 4(3)(a)(iii) of the MFA is able to register as a 'mutual fund' under section 4(4)(a) of the MFA, where it meets the prescribed criteria.

For funds in this situation, CIMA requires the following on application:

• Application Form(APP-101-79);
• Offering Document/Summary of Terms/Marketing Material;
• Certificate of Incorporation/Registration/Formation;
• Confirmation that majority of investors have the power to appoint/remove the operator(s) (Constitutional documents/ resolution/ Offering document etc.);
• Auditor’s letter of consent; and
• Fund Administrator’s letter of consent (if applicable);

Shortcomings/omissions in the application, common examples of which follow:

• Given fund name in application does not match certificate of formation;

• Proof of CIMA fee payment(s) not provided/attached;

• Incorrect / incomplete attachments;

• Fund’s Certificate of Incorporation is more than six months before the requested date of registration, but no Exemption Letter (of explanation) is attached;

• Bios/CVs for compliance officer roles not included (AMLCO, MLRO); and

• Submission of MLO-154-99 form incomplete.

A Mutual Fund form (MF1/2/2A/3/4) is not required for an initial mutual fund registration/licence however, an updated Mutual Fund Form should be submitted electronically through licensing@cima.ky whenever two or more material changes are made after the mutual fund has been registered/licensed. The administrative fee required when submitting the updated MF Form is CI$300.00 / US$365.85.

Yes.  In these circumstances, the fund would need to comply with the requirement to file an offering document or summary of terms under section 4(3)(b)(i) or section 4(4)(a)(ii) of the MFA.

Refer to the Investment Funds Statistics.

Prior to submitting an application, service providers should confirm with the proposed director that he/she is compliant with the DRLA. It is the director’s responsibility to advise the fund, at the time of being proposed as a director, of his/her status pursuant to the DRLA and if not in compliance, to regularise such status prior the submission of the fund’s application.

In determining whether a person is "fit and proper" the Authority will consider a person's: - (a) honesty, integrity and reputation; (b) competence and capability, and (c) financial soundness. The Authority has issued guidance on this matter. To access these, click on the link: Rules, Statement of Guidance page.

• Where a fund’s certificate of formation is more than six months before the requested date of registration, a letter of explanation must be provided which states why the fund was exempt from registration earlier. For example, if the fund did not formerly qualify as a Mutual Fund, the reason must be stated.  This letter is called an Exemption Letter.

Prior to submitting an application, service providers should confirm that the proposed IM is duly authorized pursuant to the SIBA. It is the IM’s responsibility to advise the fund, at the time of being proposed as an IM, of their status pursuant to the SIBL and if not in compliance, to regularize such status prior the submission of the fund’s application.

• A ’sub-fund‘ includes a segregated portfolio within a segregated portfolio company structure; a sub-trust within an umbrella or master unit trust structure; and a class of shares, or units or interests within a fund, trust or partnership structure, where each such class represents a separate standalone reporting entity (e.g., a fund with multiple portfolios, where each portfolio is individually presented with separate assets, liabilities, income and expenses).
• One Auditor should be auditing all underlying sub-entities (e.g. segregated portfolios, sub-funds, series trusts) so that it has the full picture.

The registration/licence date of a fund will be date that a complete application has been received by the Authority (i.e., the re-submission date when the fund has submitted all documents, fees and information as required pursuant to the MFA or PFA).

• A single Auditor is required to complete the audit of the SPC and all underlying SPs. This is consistent with the Authority’s general requirement that where there are sub-entities (i.e., segregated portfolios, sub-funds, series trusts) a single auditor must audit all underlying sub-funds.
• The Fund may choose to appoint different fund administrators to the SPs. Should the Fund appoint multiple administrators, the Authority will require a copy of the administrator’s letter of consent making reference to the name of each SP and the services provided.

The term “Fund” means a “mutual fund” as defined in the Mutual Funds Act (As Revised) or a “private fund” as defined in the Private Funds Act (As Revised).

The term “Sub-Fund” is as defined in the Mutual Funds (Annual Returns) Regulations (As Revised) and Private Funds (Annual Returns) Regulations (As Revised).

Pursuant to section 5.1 of the Cancellation Procedures, for both Mutual and Private Funds, a Fund is regarded as being in “good standing” with the Authority once it has satisfied all audit requirements, paid all applicable fees and/or penalties and there are no outstanding queries or regulatory requirements due to the Authority.

As a general and first principle, all Funds seeking to surrender their Certificates of Registration or Licences (i.e., de-register) must be in good standing, having satisfied all statutory and regulatory requirements to completeness.

Concerning the specific requirements, the Authority guides that all such Funds must submit the required application together with the applicable supporting documentation outlined within the relevant regulatory procedures, specific to the Funds’ basis of cancellation via the prescribed channel.

For further details and ease of reference, the applicable regulatory measures on Fund cancellations and audit exemptions are accessible via the following short-form hyperlinks:

• Regulatory Rule: Fund Cancellations
• Regulatory Procedures: Mutual Fund Cancellations
• Regulatory Procedures: Private Fund Cancellations
• Regulatory Policy: Audit Exemptions Mutual Funds
• Regulatory Policy: Audit Exemptions Private Funds

To the extent applicable, all Funds seeking to de-register one or more Sub-Funds must ensure that the Sub-Funds satisfy the requirements set out within applicable regulatory measures on Fund cancellations.

In summary, each Sub-Fund must be in “good-standing” as defined, and a formal application together with relevant supporting documents submitted to the Authority either through the REEFS Portal for Mutual Funds or via email for Private Funds to Terminations@cima.ky, or as the Authority may direct.

An umbrella structured fund (i.e., SPC, Unit Trust, etc ) is fit to submit a de-registration application only after ensuring its underlying Sub-Funds have been properly de-registered or qualify for a contemporaneous de-registration, having fully satisfied their respective regulatory requirements.

The application fee to de-register a Fund* is CI$600.00 or US$731.71, which is payable via REEFS Escrow, or any other acceptable payment method referenced here.

*Please bear in mind, there is no separate surrender fee associated with the de-registration/termination of a Sub-fund.
 

The Authority guides that the appointed de-registration agent should liaise with the Fund’s operators or other relevant service providers to determine if the concerned Fund or Sub-Fund is in good standing. Furthermore, all supporting documents to de-register should be thoroughly reviewed for appropriateness and completeness, confirmed prior to submission.

Currently, all applications to de-register a mutual fund or related sub-fund are to be submitted through the Authority’s REEFS Portal, whereas similar applications for private funds (incl. sub-funds) are facilitated via email to Terminations@cima.ky.

All mutual funds de-registrations must utilise the REEFS form TMF-147-22.

Whereas all related sub-funds de-registrations are facilitated via the REEFS form TRS-142-99.

In contrast, similar applications to de-register private funds and their related sub-funds should be submitted to Terminations@cima.ky.

No. Unless a Fund or Sub-Fund qualifies for an audit exemption, it must file all outstanding (due or past due) audit requirements prior to its application to de-register.

No, a Fund or Sub-Fund must settle to completeness, all outstanding fees and/or penalties prior to its application to de-register.

No. Effective from 17 August 2022, funds seeking to de-register are no longer afforded LUT or LUL status or annual fee concessions and thus will continue to remain in “Active” status per the Authority’s records until eligible for de-registration.

Funds which qualified for LUT or LUL status prior to 17 August 2022 are not impacted by the new fund cancellation procedures.

The Authority shall return all applications to de-register a Fund or Sub-Fund, where it has deemed the application incomplete or incorrect.

A non-exhaustive list of possible grounds for returning an application is as follows:

• Fund or Sub-Fund is not in good standing.

• Applicable surrender fee is unpaid*.

• Supporting documents do not accord with the specified requirements expressed within the relevant cancellation procedures.

• Missing documentation.

*Not applicable to Sub-Funds. 

No. All audit exemption requests must be submitted to EReporting@cima.ky for consideration and an approval for exemption must have been received prior to submitting a Fund’s application for de-registration.

Yes. The de-registration application may be returned if the Fund or Sub-Fund has not received an audit exemption approval at the time of its filing and was considered not in good standing.

In all cases where the Operators have resolved to withdraw a Fund’s application to de-register, an email is required to be sent to Terminations@cima.ky prior to the Authority’s action to de-register the Fund.

The Authority requires the following items to permit withdrawal of a Fund’s request to de-register:

• A formal request for the reactivation of the Fund’s registration or licence.
• An affidavit from the Operator(s) of the Fund that, at a minimum, include statements confirming the following:

1. The reason why the Fund has decided to no longer pursue its request to be de-registered;
2. That as far as the operator is aware the Mutual Fund has operated in accordance with its articles or other constitutive documents and its offering document including adherence to all investment guidelines and restrictions and computation of the net asset value; and
3. That all investors in the Fund, at the time when the de-registration application was submitted have either been properly and completely redeemed out of the Fund and paid in full, or have been informed about the continued operation, regulatory status, and future requirements of the Fund.

• A certified copy of the Board Resolutions that rescinds the previous decision to de-register as a Fund in or from within the Cayman Islands; and
• An updated Offering Memorandum accompanied with the applicable filing fee of CI$100.00 or US$121.95.

Where applicable, DRLA-compliant Operator(s) of the Fund, authorised signatories, or appointed liquidators.

At a minimum, the scope of an affidavit must align with the prescribed content specific to a Fund’s basis of de-registration as per the relevant cancellation procedures.

Additionally, an affidavit must also include a Fund’s intentions post de-registration with the Authority, confirming whether the Fund will be liquidated/struck from the General Registry or intends to continue as a legal entity.

Yes. All the affidavits must be duly notarised by a Notary Public with their official stamp/seal and verifiable commission number made visible.

The Authority may accept an unnotarised affidavit or similar document, i.e., a SOLIC, provided the document is appropriately signed and witnessed by an approved party (who is licenced or legally permitted to perform acts of acknowledgement and authentication in the relevant jurisdiction that the act will be performed).

Best business practices guide that the approved party must confirm the identity of the signatory; the authenticity of the document(s); and having witnessed the execution of the document(s). A few possible alternative options to notarisation include:

• Certification by a Commissioner of Oaths.
• Certification by an Attorney-At-Law, Solicitor, or Legal Practitioner.
• Certification by a Chartered Accountant,
• Corporate certification, for affidavits signed on behalf of a company, certification by an appropriate officer of the company (such as the company secretary) may be sufficient, particularly if the company seal is also applied.

In cases where a Solicitor is used to witness legal documents, the Solicitor must be impartial, and cannot be the same Solicitor as the one acting on behalf of the Fund or Private Fund in the legal matter.

In cases where a Commissioner of Oaths is used to witness legal documents, supplementary evidence is to provided with the document that verifies:

• The individual’s identity, and

• Their appointment as a Commissioner for Oaths in their jurisdiction.

Otherwise, the Authority will require the documents to notarised.

While the stated alternatives may be deemed acceptable, the Authority reserves the right to insist on a notarised affidavit or request additional information and supporting evidence to its satisfaction.

No. All amendments or revisions made post notarisation will render the affidavit invalid. 

Yes; however, all resolutions executed via DocuSign must include, as an appendix, the Certificate of Completion (“CoC”) (please refer to DocuSign’s official website for information).

Resolutions which do not include a CoC will require a “wet ink”/stamp certification confirming the document is indeed a certified true copy.

The Authority will issue the official de-registration letter to the appointed de-registration agent, who submitted the Fund’s de-registration application.

All refund requests should be addressed to the Authority’s Chief Financial Officer per the address stated below and submitted via formal letter to FeesCorrespondence@cima.ky.

Chief Financial Officer - Finance Division

Cayman Islands Monetary Authority

SIX, Cricket Square

P.O. Box 10052

Grand Cayman, KY1-1001

CAYMAN ISLANDS

For completeness, the letter must include all relevant particulars, such as the refundable amount, the reason(s) for the refund, the associated transaction details, and the preferred remittance method. 

Lastly, please note that the processing of such requests may take up to eight (8) weeks, or longer in some circumstances.

The Rule on Corporate Governance for Regulated Entities and the Statement of Guidance on Corporate Governance – Mutual Funds and Private Funds have different objectives. The Rule creates binding obligations on Mutual Funds and Private Funds, while the Statement of Guidance is intended to provide guidance to those entities in complying with relevant rules, acts, and regulations. Generally, a Statement of Guidance contains recommendations on how regulated entities should operate and represents a measure against which the Authority will assess compliance by regulated entities.  

Rule 3.5 of the IC Rules states that "Appropriate authorization and signing powers, at a minimum, dual signatory in the event of Client money pay-outs shall be implemented, subject to Client agreed terms and conditions." 

The Authority recognizes that certain online/electronic payment platforms do not mandate physical signing powers or dual signatory requirements. The intention of the Rule in that case would be that appropriate internal controls and manual oversight functions be employed by the regulated entity to adequately safeguard client money pay-outs. This can be demonstrated by having a dual prior approvals structure for such payments.”

Rule 3.1 of the IC Rule states that "As applicable, a Client’s assets must be segregated from other Clients’ assets and from those of the regulated entity."

Rule 3.2 of the IC Rule states that "Client money must be held in clearly segregated and distinct accounts from other Clients’ accounts and any accounts of the regulated entity."

The intention of Rules 3.1 and 3.2 is that client assets and money need to be separate and distinct from other clients' assets and money and from those of the regulated entity, with adequate systems, procedures, and records being maintained so as to be able to readily identify and account for such assets and money.  Appropriate measures would include maintaining sub-ledgers in accordance with the applicable accounting standards to record the segregation of clients' assets and money as required by these Rules. Such segregation should be complemented by appropriate reconciliations, and safeguards as envisaged under Rule 3.4 and 3.6, respectively.

The only exception to the above requirement would be the regulated entity holding client funds for the purposes of meeting disbursements or other liabilities owed by the client to the Authority or other Cayman Islands government bodies where the regulated entity will act as an intermediary paying agent on behalf of the client.

In the case of an Administered Fund, where the licensed mutual fund administrator providing the fund’s principal office has changed, the following must be submitted to the Authority: 

• Cover letter stating the request for the change of administrator/principal office. 
• If Issued, original Certificate (for cancellation) or in the case of a lost/destroyed Certificate, an affidavit stating that the Certificate will be returned to the Authority if found (if applicable).
• Updated MF2A form (and MF2 form if applicable).
• CI$300 filing fee
• Letter of Consent from the newly appointed administrator/principal office.

• If the fund is changing its Financial Year End ("FYE") and retaining the same auditor, the Authority requires a formal letter detailing the reason(s) for the FYE change.
• If a new auditor is being appointed, we will require a new Auditor’s LOC before the change can be processed. The newly appointed auditor must supply CIMA with a LOC stating that they are willing to accept the appointment as Auditor for the entity. Conditional letters of acceptance are not acceptable. The letter must be on official letterhead and must include: the name of the Fund, date of the Fund’s financial year-end, what accounting principles will be used and a statement that they are aware of and agree to fulfill their obligations pursuant to Section 35 of the MFA or Section 29 of the PFA. For both scenarios above, the Authority also require a copy of the resolution changing the FYE and that the change in FYE is reflected in the next filing of the OM.

A Feeder Fund is a mutual fund that conducts more than 51% of its investing in a master fund either directly or through an intermediary entity.

Please be advised that the Authority presently accepts payments by means of one of the following payment methods:

• Escrow
• Cheque
• Bank draft
• Wire transfer
• Domestic Electronic Transfer

The two methods used by overseas entities are payments by bank draft or wire transfer. Bank draft payments should be made payable to the “Cayman Islands Government” and should be sent via express courier. Please see the above links for the wire transfer as well as domestic electronic transfer instructions. For wire transfers, please ensure that any fees levied by the institution that will be used to wire funds are accounted for, as well as a US$7.50 bank charge levied by our receiving bank. This will ensure that we receive the exact amount that is due, and therefore prevent any further delays.

In addition, please note that a confirmation of the payment should accompany the correspondence and/or request, which can be sent to FeesCorrespondence@cima.ky. Additionally, please include the name and/or registration/licence number of the entity/entities and the amount to be applied to each entity to assist with processing of the payment(s).

All fees are quoted in Cayman Islands Dollars (CI$). The conversion rate to be used for payment in United States (US$) is 0.82 (US$1.00 = CI$0.82).

A regulated fund shall pay the prescribed annual fee on or before the 15th of January in each year.

In order for a fund to change its name, the following documents are required:

• the original Certificate of Registration/License for cancellation (if applicable);
• a certified copy of the Certificate of Incorporation on Change of Name obtained from the Registrar of Companies;
• the prescribed fee of CI$500/US$609.76 as per our Fee Schedule.

The forms are located here: Fund Forms

Pursuant to Section 4(8) of the Mutual Funds Act and Section 11(1) of the Private Funds Act, any change that materially affects the information in the offering document must be filed electronically through licensing@cima.ky within twenty-one (21) days of the change. These include changes to:

Material changes to a Fund include (but not limited to):

• the investment objectives and strategies
• investment managers/advisors
• investment risks
• operators
• service providers
• registered office
• change of name
• principal office
• Change in administrator
• creation of a Segregated Portfolio

The payment of CI$100/US$121.95 for the filing of an amended Offering Memorandum ("OM"), or addendum to an OM is required. Evidence of payment should be attached to the submission.

A Letter of Good Standing ("LOGS") is requested by regulated entities to verify that they are up to date with their regulatory filings and fees. The letter will usually be processed within 5 working days. The following are required:

• A request/ REEFS submission from a core service provider (e.g. Registered Office, Administrator, or Legal Counsel);
• Required fee of CI$800/US$975.61;

A request for a letter of good standing from a third party must be accompanied by a letter from a current service provider to the fund (which is usually the Registered Office) authorizing the party in question to obtain the LOGS.

Pursuant to Section 9 of the Retail Mutual Funds Japan Regulation (As revised) (the “Jap Reg”) a retail mutual fund must submit to the Authority a written report on the activities of the retail mutual fund within twenty days after the end of the six month period following the end of each financial year. The report should contain the following:

• the name of the retail mutual fund together with all previous names;
• the net asset value of each security held by investors;
• the percentage change in the net asset value and each security from the previous reporting period;
• the value of the net assets;
• the number and value of new subscriptions in the relevant reporting period;
• the number and value of redemptions or repurchases in the relevant reporting period; and
• the total number of securities in issue at the end of the reporting period.

• Ensure that the new auditor is an approved auditor of the Authority;
• One Auditor should be auditing all underlying sub-entities (e.g. segregated portfolios, sub-funds, series trusts, AIVs) should this regulated fund be an umbrella fund (e.g. segregated portfolio company, multi-fund structure); and
• The newly appointed auditor must supply the Authority with a formal letter stating that they are willing to accept the appointment as Auditor for the entity. Conditional letters of acceptance are not acceptable. The letter must be on official letterhead and must include: the name of the Fund, date of the Fund’s financial year-end, accounting principles to be used and a statement that they are aware of and agree to fulfil their obligations pursuant to Section 35 of the MFA and Section 29 of the PFA. If the financial yearend (“FYE”) is changing, the Authority will also require a copy of the resolution changing the FYE and would also request that the change in FYE be reflected in the next filing of the OM.

• If the appointed administrator is local, verify that the new Administrator is licensed by the Authority .
• A letter of consent (“LOC”) from the new administrator must be on official letterhead, state that they are willing to accept the appointment as administrator for the Fund and provide a summary of the services that they will be carrying out. If the administration services are split between 2 contracted entities, a LOC is required from both the Calculation Agent and the Registrar/Transfer Agent.

Copy of the operator resolutions confirming the change in Registered Office.

The following are required:

1. Copy of operator resolutions confirming the change in financial reporting framework.
2. An updated Auditor Letter of Consent.
3. The Authority will also request that the change in financial reporting framework be reflected in the next filing of the OM.

One of the following documents are required:

• A resignation letter from the retiring Director/Operator;
• Resolution confirming the change in Director/Operator; or
• An updated Register of Directors (“ROD”) stamped by the Registrar of Companies.

Documentation required for adding a director:

• A police clearance certificate / affidavit of no convictions;
• One financial reference and two personal references ;
• A Personal Questionnaire, completed; and
• Application fee of CI$1,000/US$1,219.51.

An electronic copy of the revised/new offering document, summary of terms or supplement is required as well as the directors’ resolution (where applicable) evidencing the date of creation to add a sub-fund. This must be submitted to the Authority through the REEFS portal for the addition of all segregated portfolios.  Also, to process this request, the prescribed fee, as per our Fee Schedule, must be submitted to the Authority and evidence of payment should be attached to the REEFS application form. For more information on REEFS, see REEFS FAQs.

The following is required:

• A formal request of a Certificate of Registration/Licence, from the Registered Office, must outline the reason for requesting a certified copy. If the original Certificate of Registration/Licence is lost, then the request should be accompanied by an Affidavit of Lost Certificate/Licence;
• A fee in the amount of CI$300.00/US$368.85.

Under the Mutual Funds Act (as revised) and Private Funds Act (as revised), regulated mutual and private funds must have its accounts audited annually by an approved auditor. The Authority has implemented Policies requiring local auditor sign-off of annual audit reports of regulated mutual and private funds and licensed mutual fund administrators incorporated or established locally.

Click here to view the Authority’s current list of Approved Local Auditors.

For information on how to become an approved auditor, please click on the following link: Regulatory Policy - Approval of an Auditor for a Regulated Institution. Additionally, as per our Fee Schedule, the prescribed fee of CI$15,000/US$18,292.68 must be submitted to the Authority with the application documentation.

The following should be submitted to the Authority:

• Confirmation that the Auditor is no longer registered with CIIPA.
• Confirmation that the Auditor will no longer provide audit services to locally regulated mutual funds/private funds/mutual fund administrators.
• Proof of dissolution of the legal entity.

It should be noted that based on the receipt of the above mentioned, the Authority may have further questions, seek further clarifications or request additional documentation.

The Authority requires an e-mail from the regulated fund’s approved auditor which clearly explains the issue. The request must be sent via e-mail to EReporting@cima.ky with the full legal name of the regulated mutual fund and the purpose of the e-mail explicitly specified in the subject line. The Authority will review the concern and it will revert to the regulated mutual fund’s approved auditor with information as soon as possible. A few common scenarios that may result in the above are:

• A regulated fund has officially changed its auditor and it has not duly notified the Authority of the change.
• A regulated mutual fund has created and launched new sub-funds (i.e. segregated portfolios, sub-trusts or standalone share classes) and it has not duly notified the Authority about the existence of such new sub-funds.
• Notifications submitted to the Authority advising of a new auditor appointment or the establishment of new sub-funds are pending completion.

The Authority requires an e-mail from the Operator(s), or the regulated fund’s approved auditor/designated submitter which clearly states the reason(s) why the specific set of audited financial statements (and the associated fund annual return) need to be rejected by the Authority. The request should be sent via e-mail to EReporting@cima.ky with the full legal name of the regulated mutual fund and the purpose of the e-mail explicitly specified in the subject line. The Authority will consider the request and will communicate its decision back to the submitter via e-mail. There is no application fee to request the rejection of previously submitted (via the REEFS Portal) audit filing on behalf of a regulated fund. Furthermore, a regulated fund will not accrue an additional Fund Annual Return filing fee when it resubmits (via the REEFS Portal) a previously submitted audit filing.

The REEFS Portal in the past created audit filing rows (for the 2014 and 2015 audit periods) for newly regulated mutual funds, in circumstances where such rows preceded the mutual funds’ registration dates. If the visible audit filing rows within the REEFS Portal do not apply to a newly registered regulated mutual fund, please disregard such rows until the Authority removes them.

No. The Authority will not amend any audit row periods within the REEFS Portal to enable approved auditors/designated submitters to receive specific audit period confirmation e-mails. A regulated fund’s audit filings must be submitted in the relevant financial year’s audit filing row within the REEFS Portal. The REEFS Portal automatically generates a regulated fund’s audit filing row at the end of each financial year, and as a result, the approved auditing firm/designated submitter should submit the regulated fund’s audit filing in the relevant financial year’s audit filing row (even if the audit filing covers a period of less than 12 months, or, more than 12 months up to a maximum of 18 months)

It is a letter to the Authority wherein the auditor explicitly accepts its appointment as auditor, confirming the name of the fund, the year-end date of the first audited financial statements and the accounting principles that will be used. It also contains a statement confirming that the auditor is aware of, and it agrees to fulfil its obligations pursuant to section 35 of the Mutual Funds Act (as revised) or section 29 of the Private Funds Act (as revised).

• Ensure that the new auditor is an approved auditor of the Authority;
• One auditor should be auditing all underlying sub-funds (e.g. segregated portfolios, series trusts or standalone share classes) for umbrella fund structures; and
• The newly appointed auditor must supply the Authority with a formal letter stating that they are willing to accept the appointment as Auditor for the entity. Conditional letters of acceptance are not acceptable. The letter must be on official letterhead and must include: the name of the fund, date of the fund’s financial year-end, accounting principles to be used and a statement that the auditor is aware of and agree to fulfil their obligations pursuant to Section 35 of the MFA or Section 29 of the PFA. If the financial year-end (“FYE”) is changing at the same time, the Authority will also require a copy of the resolution approving the change of the FYE and would also request that the change in FYE be reflected in the next filing of the OM/Summary of Terms.

• Section 5.3 of the Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund and Section 5.3 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund states, “The Authority may consider extending the fund’s first audit period for a maximum of 18 months from the date of registration. Consideration may also be given to extending the fund’s last audit period for a maximum of 18 months from the date of the last financial year end for which an audit has been filed.”

• Where the fund does not commence business from the date of registration, consideration for extending the fund’s first audit period is also given from the date the fund launched, provided that the fund’s Administrator also provide a letter confirming the start of activity (i.e. subscription/contribution monies received from investors and commencement of trading).

• There is no application fee for a request to extend a regulated fund’s first or final audit period. 
• The Authority requires a duly signed and dated cover letter (on official letterhead paper) from a current core service provider on record (Administrator, Investment Manager/Advisor, Legal Counsel, Manager, Operator(s), Registered/Principal Office) and the request must be sent via e-mail to  EReporting@cima.ky with the full legal name of the regulated fund and the purpose of the e-mail explicitly specified in the subject line.

• A regulated fund that provided an Auditor’s Letter of Consent during its registration process which explicitly stated that the regulated fund’s first audit period will exceed 12 months (up to a maximum period of 18 months) is not required to provide an Administrator’s Letter to confirm the commencement of its trading activity. The Administrator’s letter confirming commencement of its trading activity is only required in circumstances where there was delay between the registration date and launch of the fund. In such a case, the period from the launch date to year-end date of the first audit period should not exceed 18 months.  

Section 8.1 of the Regulatory Procedure for the Cancellation of Licences or Certificates of Registration for Regulated Mutual Funds and the Regulatory Procedure for the Cancellation of Certificates of Registration for Registered Private Funds state the following:

Unless a Fund qualifies for an audit waiver, it must provide audited accounts either (a) from the date of the last financial year-end (for which audited statements have been filed) to the date of final distributions to investors; or (b) from the date of the last financial year-end (for which audited statements have been filed) to the date of the final net asset value calculation, with the subsequent events note confirming that final distributions have been made to investors.

• All Cayman Islands Monetary Authority (the “Authority”) regulated mutual funds are now required to utilize the REEFS Portal to submit all Audit Filing Extension applications (this includes 1st, 2nd, and 3rd Audit Filing Extensions, but does not include extended first and final audit periods). The Audit Filing Extension application form FXT-162-22 is now available in the REEFS Portal for mutual funds (Registered, Administered, Licenced, Master, Limited Investor and Sub-funds) to utilize. Therefore, please be advised that the Authority will no longer accept hard or electronic copies of Audit Filing Extension applications as of 1 November 2020.
• Audit Filing Extensions are considered on a monthly basis, up to a maximum of three (3) months post the original audit filing deadline. A current core service provider on record for the regulated mutual fund with access to the REEFS Portal must submit the request.
• The Authority will only accept local cheques (which must be received by the Authority) or REEFS escrow payments as payment methods for the relevant application fee(s). Wire payments are no longer accepted for this application process.
• All requests for Audit Filing Extensions beyond the first month (in relation to 2nd and 3rd audit extensions only) must be accompanied by a letter from the regulated mutual fund’s Auditor which comprehensively explains the reason(s) for the audit filing delay.
• Regulated umbrella fund structures (with underlying sub-funds) such as segregated portfolio companies and unit trusts are required to submit an Audit Filing Extension request fee (on a month-by-month basis) for each sub-fund which files individual audited financial statements with the Authority. However, if the relevant umbrella fund files consolidated audited financial statements, and it wishes to apply for an Audit Filing Extension, then only one (1) Audit Filing Extension request fee will be required (per applicable month) as the umbrella fund will submit a single audit to the Authority.
• Audit Filing Extension requests should be submitted to the Authority prior to the regulated mutual funds’ audit filing deadlines to ensure that they remain in good standing. Late Audit Filing Extension requests may be subject to additional review and longer processing periods by the Authority, and the regulated mutual funds will be and remain in breach of sections 8(1) and 8(2) of the Mutual Funds Act (as revised) until the Authority receives the necessary audit filings (via the REEFS Portal), or the extension has been processed.
• Should you require guidance in relation to using the Audit Filing Extension Request form (FXT-162-22), or, information about the Audit Filing Extension process, please refer to the applicable User Guide.

The specific reasons are outlined in Section 5.4. of the Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund and Section 5.4 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund.

The Authority will only consider one (1) single basis for each audit waiver request (combined bases will not be considered).

• The Authority requires a duly signed and dated cover letter (on official letterhead paper) from a current core service provider on record (Administrator, Investment Manager/Advisor, Legal Counsel, Manager, Operator(s), Registered/Principal Office) which explicitly states the single basis for the audit waiver request as is outlined in either Section 5.4. of the  Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund or in Section 5.4 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund.
• The Authority also requires the scenario specific documentation which is outlined in Section 6 of the Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund or in Section 6 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund, to compliment the cover letter. The audit waiver application fee is CI$500.00 / US$609.76.
• Regulated umbrella mutual fund structures (with underlying sub-funds) such as segregated portfolio companies and unit trusts are required to submit an audit waiver request for each sub-fund (along with the necessary application fee for each sub-fund request) that files individual audited accounts with the Authority. However, if the relevant umbrella mutual fund files consolidated audited financial statements, and it wishes to apply for an audit waiver, then only one (1) audit waiver request will be required (per applicable year) as the umbrella fund will submit a single audit (per applicable year) to the Authority.

• Regulated funds which are seeking to de-register with the Authority must submit their audit waiver applications at the same time as, or after their de-registration applications have been submitted to the Authority. Applications can be submitted with the regulated fund’s de-registration application, or via e-mail to EReporting@cima.ky, with the full legal name of the regulated fund and the purpose of the e-mail explicitly specified in the subject line.

• An audit waiver application in relation to a de-registering regulated fund will not be considered until the relevant completed de-registration application has been received by the Authority.

Section 5.5 of the Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund and Section 5.6 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund states that if a fund applies for an exemption for two consecutive years, the Authority may ask for additional information from the fund’s operators or administrator about the reasons for the fund’s inability to produce audited accounts.

A Private Fund is pursuant to section 13(1) of the PFA required to have its accounts audited annually by an auditor approved by CIMA.  The Private Fund is also required to submit its Fund Annual Return (“FAR”) along with its audited accounts and operator declaration to CIMA within six months of the end of each financial year.

Yes.  All Private Funds that were active as at 7 February 2020, or were registered subsequent to that date (including prior to the end of the transitional period (7 August 2020)), are required to submit its Fund Annual Return (“FAR”), audited accounts and operator declaration for the 2020 financial year within six (6) months of their financial year-end. The audited accounts are subject to the local audit sign-off requirement.

The Private Funds (Annual Returns) Regulations, 2021 (“Regulations”) was gazetted on 25 March 2021 and details the reporting requirements to be submitted via the FAR when submitting audited accounts to the Authority. The FAR was released on 9 July 2021 and the deadline for filing of the 2020 audited accounts and FAR has been extended to 30 September 2021. Please refer to the Private Fund section on this page for further details regarding the private fund FAR.

The FAR substantially captures the reporting requirements of private funds pursuant to the Regulations. However, the Regulations also require that certain information is reported relating to the private fund’s related fund entities. Private funds are to report such information via the separate Related Fund Entity Form (“RFE Form”). A private fund, therefore, must submit both the FAR and the RFE Form in order to satisfy the reporting requirements of the Regulations. However, please also note that due to the issuance of an updated private fund FAR form, private funds are only required to submit the RFE form for financial year-end filings up to 30 November 2021.

The filing of a separate RFE form is required for financial year-ends up to 30 November 2021. Financial year-ends of 31 December 2021 and beyond only requires filing of the updated private fund FAR form (PFR-049-77-02). The updated private fund FAR form combined the initial private fund FAR form (PFR-049-77) and RFE form (RFE-050-77), and resultantly negated the need for ongoing RFE form filings.

A Private Fund, irrespective of being an AIV in a structure falling under a non-Cayman main fund, is subject to section 13(1) of the PFA, which requires the Private Fund to have its accounts audited annually by an auditor approved by CIMA. The Private Fund is also required to submit its audited accounts, along with the Fund Annual Return (“FAR”), to CIMA within six months of the end of each financial year.

The Private fund is able to satisfy its obligation pursuant to section 13(1) of the PFA in one of the following ways:

1. Submit its own stand-alone financial statements annually, which have been signed-off by an auditor approved by CIMA, along with the FAR; or
2. Submit the consolidated/combined financial statements of the non-Cayman main fund annually, which have been signed-off by an auditor approved by CIMA, along with the FAR

For a Private Fund that is an AIV in a structure that includes other Cayman AIVs, which have been individually registered as private funds, the following options are also available to satisfy the Private Fund’s obligation pursuant to section 13(1) of the PFA:

1. For two or more private funds, which are AIVs falling under a non-Cayman main fund, audit such private funds as a group stripped out from the non-Cayman main fund, wherein such audited financial statements are signed-off by an auditor approved by CIMA and each private fund that forms part of this group audit submit such financial statements, along with the FAR, in order to meet their individual obligation pursuant to section 13(1) ; or
2. Submit the consolidated/combined financial statements of the non-Cayman main fund annually, which have been signed-off by an auditor approved by CIMA and where it is clearly outlined the private funds that are included in the consolidated financial statements, along with the FAR for each of the private funds.

In respect of options 2 above, there are no regulatory obligations under the PFA for the non-Cayman main fund or any other non-Cayman entities that are included in the consolidated/combined financial statements submitted, but which are not subject to CIMA’s regulatory oversight.

The definition of “alternative investment vehicle” in the Private Funds Regulations, 2020 (“Regulations”) outlines that an AIV is a vehicle/entity formed in accordance with the constitutional documents of a private fund (as defined in the Private Funds Act).  Accordingly, the definition does not include other entities/vehicles considered to be AIVs within the entire structure but not directly associated with the regulated private fund.  Part B of the Schedule to the Private Funds (Annual Returns) Regulations, 2021 requires that the information in respect of each of the private fund’s AIVs and sub-funds (therefore not only Cayman AIVs/Sub-funds) is included within the FAR.

Additionally, any AIVs (as defined in the Regulations) of a regulated private fund that are also separately registered as private funds are excluded from reporting operating and financial information, per section 3(2)(a) of the Private Funds (Annual Returns) Regulations, 2021, in the submission of the FAR of the private fund, as these AIVs will have to separately file their FAR.

A local third party (not a service provider) can have access to REEFS to submit the FAR Form only for private funds.  The private fund's operators or Registered Office will be required to submit a signed letter of authorization addressed to the Authority.   

Part 3 of the Private Funds Act (“PFA”), which includes the audit requirement, does not apply to a private fund until it has received capital contributions from investors for the purposes of investments. A private fund in such circumstance is therefore not required to perform or submit an annual audit to the Authority within six months of the financial year-end. However, pursuant to Regulation 3(2) of the Private Funds Regulations (as revised) (“PFRs”), the fund is required to file a declaration stating that it has not received any capital contributions.

Furthermore, paragraph 2.1 of the ‘Regulatory Policy – Exemption from Audit Requirement for a Private Fund’ (“Waiver Policy”) states that it is applicable to funds that are required to be audited under Section 13(1) of the PFA. The Waiver Policy is therefore not applicable to a private fund that has complied with Regulation 3 of the PFRs.

The Authority however also notes that, although a private fund that complied with Regulation 3 of the PFRs does not need to perform an audit or file its audited statements, a residual power does exist within the PFA that allows the Authority to demand or require any information from a private fund, which can include an audit. These powers reside within Parts 4 and 5 of the PFA, and are therefore not impacted, affected or diminished by the filing of the declaration under Regulation 3(2) of the PFRs.

Mutual Fund administration means the management, including control of all, or substantially all, the assets of a mutual fund, or the administration of a Mutual Fund, or the provision of the principal office of the mutual fund in the Cayman Islands, or the provision of the operator to a fund.

A principal office is the office of the fund maintained by a licensed Mutual Fund Administrator. It performs the administrative functions of the fund, including the calculation of the net asset value (NAV) and the subscription/redemption of shares. Other responsibilities include maintaining the fund's corporate and financial records, communicating with investors as well as acting as a liaison between the fund and the Authority.

Yes. Where a licensed Mutual Fund Administrator is a company, the company shall not issue shares, and a person owning or having an interest in shares in the company shall not transfer, dispose of or deal with those shares or interest, unless CIMA has given permission.

An administrator's letter of consent is one that indicates acceptance of appointment as administrator, states the name of the fund and a summary of services to be provided.

A list of Mutual Fund Administrators licensed by the Authority may be viewed on the  Funds’ Statistics and Regulated Entities page of this website.  The list is updated quarterly.

The information and particulars to be contained in an application for a Mutual Fund Administrator's licence are contained in the Mutual Fund Administrators Licence (Applications) Regulations 2001. Applications are submitted electronically though the Authority’s secured Regulatory Enhanced Electronic Forms Submission (REEFS) web portal, which is only accessible by authorized service providers. For more information, see licensing requirements and REEFS FAQs.

In determining whether a person is "fit and proper" the Authority will consider a person's: - (a) honesty, integrity and reputation; (b) competence and capability, and (c) financial soundness.  The Authority has issued guidance on this matter. To access these, click on the link:  Rules, Statement of Guidance page.

It takes approximately 6-8 weeks to obtain a Mutual Fund Administrator's Licence.

Please refer to the Mutual Fund Administrators Licence (Applications) Regulations 2001.

Documentation required for adding a director:

• A police clearance certificate / affidavit of no convictions;
• one financial reference and two personal references ;
• A Personal Questionnaire, completed; and
• Application fee of CI$1,000/US$1,219.51.

Audited Financial Statements must be submitted via LicenseeQueries@cima.ky

The core documents to be submitted are as follows:

• The original Mutual Fund Administrator’s Licence ("Licence") issued by the Authority for cancellation or in the case of a lost Licence, an affidavit signed by an operator, stating that the Licence will be returned to the Authority if found;
• A fee of CI$600.00 payable for the surrender of the Licence;
• A certified copy of the directors’ resolution to cancel the Licence, duly signed and dated by the directors.

The other documents to complete the revocation/cancellation process are as follows:

• An affidavit from the directors which verifies the following:
  • The mutual fund administrator ("MFA") no longer conducts mutual fund administration business as defined by the Mutual Funds Act;
  • The date in which such mutual fund administration business ceased; and
  • The MFA has not been wound up in a manner prejudicial to its creditors. 
  • That the MFA has operated in accordance with its Memorandum & Articles.
• Clarification as to whether funds under administration (if any) will be terminated or transferred to another administrator together with evidence of the termination and/or transfer (evidence includes consent letters from the new administrator, updated OMs from the funds or the novation agreements if available);
  • For funds that are transferring to another licensed mutual fund administrator, evidence that the funds have been transferred
• Audited Financial Statements covering from the date of the last financial year end to the date the Licensee has ceased to provide mutual fund administrative services;
• Stamped copies of the CWR Forms 19 and 20 which are filed with the Registrar of Companies (where a liquidator has been appointed); and
• A copy of the liquidator’s report (if applicable) or confirmation from the Company’s auditor that the Company has no outstanding liabilities or creditors.

In addition to the above listed items, the MFA should be in “good-standing” with the Authority. The Authority may have further questions, seek further clarification and request additional documentation.

New Directors application requests should only be submitted through the Director’s Gateway Portal using the link https://gateway.cimaconnect.com. Once on the webpage, you should select “Initial Registration” and you will then be required to fill out the requested information. Once the request is processed by the Authority, you will receive your unique Identification number and further instructions will be sent to your registered email address, after which you will be able to proceed to log into the Portal to complete your registration and payment of the requisite annual fees for the year you wish to be registered.

You will have 14 calendar days following the receipt of your unique identification number and the relevant instructions to log into the Director’s Gateway Portal using the link https://gateway.cimaconnect.com to complete your registration and pay the requisite annual fees.

Failure to complete the registration process and pay the requisite fees within 14 calendar days will result in your application being returned. Following a return of your application, you will then be required to resubmit a new request for consideration by the Authority, should it still be your intention to be registered under the DRLA.

When the initial application is returned following the failure to complete the registration process and pay the requisite fees within the 14 calendar days, your initial profile in the portal which you are supposed to use to complete the registration process will be deactivated and the unique identification number issued will no longer work. In this instance, you will be required to re-submit a new request via the Director’s Gateway Portal using the link https://gateway.cimaconnect.com for consideration in the event you still wish to register as a director. A new unique identification number will then be issued to you which you will now use to complete the registration process and pay the requisite fees.

You will be required on the re-submission of a new registration request to provide the same information as submitted during the initial registration request, the details of which are below:

First Name:
Middle Name:
Last Name:
Full Western Name:
Gender:
E-mail Address:
Date of Birth: (dd-mm-yyyy)
Country of Birth:
Associated Fund Name:
Registered Office/ Legal Council:
Requested Registration Active Date:

No. Applications will only be accepted via the director's portal. Any application received from any other means will not be processed, and will be be returned to the sender.

No. This database will be maintained by the Authority in accordance with the confidentiality provisions under section 50 of the Monetary Authority Act (as revised). In practice, this means that your information will not be made available to the public and is protected from freedom of information requests. However, the public will be able to search for your name to see whether you have been registered or licensed in accordance with the Act. The results of any search for your license or registration status will only show your name, the type of registration or license you hold, your registration/license number and the date on which you were licensed or registered.

If you intend or will be appointed on a covered entity, that is a registered Mutual Fund or a Registered Person, you should apply to be a director under the Act, prior to being appointed to a covered entity. 

You can send an email to DirectorsRegistration@cima.ky. You will be contacted by a representative of the Authority’s Investments Supervision Division.

The Authority is bound by certain confidentiality obligations prescribed by section 50 of the Monetary Authority Act (as revised), and as such may not disclose certain information pertaining to an entity or individual that is licensed or registered with the Authority. Taking the aforementioned into account, in order for a third party other than the Director to request information or to make amendments regarding a directorship, a signed and dated Letter of Consent from the Director is required to be submitted to the Authority via email to DirectorsRegistration@cima.ky.
 

The 7-digit CIMA ID unique to each director may be obtained in the Personal Details page upon logging into the Directors portal at https://gateway.cimaconnect.com. 

You will need to contact the Authority directly at DirectorsRegistration@cima.ky. The relevant Division will be able to provide you with the correct identification number.

If your name appears on the Authority’s Decision Notice, you will need to contact the Authority at DirectorsRegistration@cima.ky. A representative of the Authority’s Investment Supervision Division will respond accordingly.

You will need to contact the Authority directly at DirectorsRegistration@cima.ky. The relevant Division will be able to provide you with the correct identification number.

If you are aware that your application might take additional time to be processed or reviewed, the Authority encourages you to submit your request as early as possible to ensure that the application is processed within the mandated timeline of 48 hours, especially if you wish to be appointed on a covered entity that is pending registration with the Authority.

Each director should submit their own e-mail address as part of their registration details and not that of a third party or service provider.

A corporate email address is permitted, though a personal email address is recommended. This is to ensure that each Director receives the relevant e-mail communications from the Authority regarding their Directorship during such times their directorship is active with the Authority, albeit having resigned from the relevant corporation.

Once you access the portal home page, you can select the option “Forgot Password” and a temporary password will be sent to your registered email address.

The email address of a Director may be updated in the “e-mail” section of the Personal Details page in the Directors portal at https://gateway.cimaconnect.com/Operator.

If your name appears on the Authority’s Warning Notice, you will need to contact the Authority at DirectorsRegistration@cima.ky. A representative of the Authority’s Investment Supervision Division will respond accordingly.

Resigning from the board of directors of a covered entity, e.g. a Cayman regulated mutual fund, versus surrendering your director’s registration under the Act are two different procedures which have different requirements for their respective purposes and intent. As such, when you resign as director of a Cayman regulated fund, it does not address surrendering your directors registration as you will still be considered an active director and as such will be required to remain compliant under the Act until the surrender procedure is completed.

No. Regardless of its legal structure, a private fund is not considered to be a covered entity for the purpose of the Act, therefore you are not required to be registered under the Act if you intend to act as a director on a private fund.

A natural person acting on 20 or more covered entities is required to apply for a licence as a professional director. A Registration is applicable to a natural person acting on fewer than 20 covered entities.  

No. If you have a licence, you do not need to be registered as well. Similarly, if you are registered and do not act on more than 20 directorships of covered entities, you do not need to be licensed. You are required to be either licensed or registered, but not both.

You should seek independent legal advice from your Cayman Islands attorneys. They will be able to advise you on how to proceed. Even if you do fall within one of the exceptions for licensing as a professional director, you will still need to register under Part II of the Act.

The covered entities have an obligation to notify the Authority of any changes to their respective board of directors. You will need to liaise with your covered entities to ensure that they have duly notified the Authority of your resignation(s). You are also required to log on to the Director Portal and manage your own directorship. All resignation requests must be submitted through the director portal, along with the requisite appropriate documentation confirming the change.

• Submit a Directors' Resolution (implementing the director’s resignation from the Board); and
• Submit a certified copy of the director’s death certificate (as appropriate).
• The Authority will also accept the entity’s Memorandum and Articles of Association in place of the Directors’ Resolution if it contains death as one of the reasons for which a Director’s office may be vacated. When submitting this document, it must be supported by the updated Register of Directors.

• You will need to sign into the Portal and complete the information under “Change Category or Surrender” and pay the surrender fee of CI$600. You will also need to pay the application and annual fee for the licensed professional director and complete the application form.
• Once the Authority has received your application, you will be required to submit a letter to the Authority confirming that you have notified all of the covered entities you act as a director for that you have applied for a licence as a professional director. The Authority will then process your application for a licence in accordance with the usual process.

• You will need to sign into the Portal and complete the information under “Change Category or Surrender” and pay the surrender fee of CI$800. You will also need to pay the application and annual fee for the registered director and complete the application form.
• Once the Authority has received your application, you will be required to submit a letter to the Authority confirming that you have notified all of the covered entities you act as a director for that you have applied for registration as a director. The Authority will then process your application in accordance with the usual process.

The Act only applies to directors of companies that are:

• Registered under the Mutual Funds Act as a regulated mutual fund; or
• Companies falling under section 5(4) AND paragraphs 1 and 4 of the Fourth Schedule of the Securities Investment Business Act.

You should seek independent legal advice from your Cayman Islands attorneys. They will be able to advise you on how to proceed.

If you have committed an offence under the Act, the Authority will refer your matter to the Director of Public Prosecutions or the Attorney General’s chambers. The Director of Public Prosecutions or the Attorney General will then determine how to proceed.

All information provided to the Authority by you is considered material and will be treated accordingly. The Authority expects that, if there is any change to the information provided to the Authority, you will update all of the information that you provide to the Authority within 21 days (as provided in the Act). If there are no changes to the information you provided to the Authority, you will be asked to confirm that at the time that you submit your annual fee.

The Authority needs to attain all of the information about any disciplinary or court action against you so that an assessment can be made as to whether your application is sufficient to be approved.

You are liable to pay the initial registration fees of CI$700.00/USD$853.65 upon the submission of your request to be registered as a Director under the Act, irrespective of when your request is submitted during the year.

You will be liable to pay your annual director fees of CI$700.00/USD$853.65 through the Director’s portal before 1 January each year if you have not surrendered your license the previous year (on or before 31 December). Payment will only be accepted via the portal. The portal only accepts Visa debit and Master credit cards. Payment received by any other method will be returned at the sender’s costs. Should you choose to pay with a Visa debit or MasterCard debit card, your financial institution may charge you a higher exchange rate. The Authority will not refund the difference.

The annual fees for each calendar year are due on or before the 1st of January of that year. If you pay your annual fee after the 15 January, you will be subject to a penalty equal to 1/12 of the respective annual fee for each month that the annual fee remains outstanding. Further information is available by emailing DirectorsRegistration@cima.ky.

You can send an email to directorfees@cima.ky. You will be contacted by the Authority’s Finance Division.

You will need to provide a screenshot of the issue encountered and any other relevant information to DirectorsRegistration@cima.ky and you will be contacted by a representative of the Authority’s Investments Supervision Division.

You will be required to enter the link below to submit your request to be re-registered as a Director per the Act: https://gateway.cimaconnect.com. Once on the webpage, you should select “Initial Registration” and proceed accordingly.

Resigning from the board of directors of a covered entity, e.g., a Cayman regulated mutual fund, versus surrendering your directors registration under the Act are two different procedures which have different requirements for their respective purposes and intent. As such, when you resign as director of a Cayman regulated fund, it does not address surrendering your director registration as you will still be considered an active director and as such will be required to remain compliant under the Act until the surrender procedure is completed.

Before surrendering your directorship, you will be required to log into the portal and proceed to resign from all covered entities under your directorship by selecting the appropriate reason and uploading the supporting documentation. Once completed and you have uploaded all the relevant documents for you to be removed from all existing Funds, Select the “Save All Changes” button at the bottom of the screen to be taken back to the Action Centre. Once there you will note “View Outstanding Fees” option in orange. Click that option and it will take you to the relevant fees currently due for payment to surrender. Select the “Proceed” button and continue to the payment screen. Do note the surrender option will only be available once all required outstanding fees and penalties (if applicable) have been paid. In order to surrender, press the “Change Category or Surrender” which will take you to the payment screen to pay the surrender fee and confirm the following:

• that you have resigned as a director of all covered entities;
• that you no longer plan to act as a director on covered entities; and
• that if you would like to act on any other covered entity or wish to resume directorship services after you have surrendered your registration/licence, you will need to re-apply under the Act.

In addition to the above, requirements to fully surrender as a director are as follows:

• Surrender fee in the amount of CI$600.00/US$731.70.

Once the above is completed, the Authority will confirm that you are not a director of any covered entity and proceed to deregister you. If you remain as a director on any covered entity, the Authority will be unable to process your application. Further to the above-mentioned the Authority reserves the right to request additional information as deemed necessary.

You will need to sign into the Portal and complete the information under “Surrender” and pay the surrender fee of CI$600.00/US$731.70 on or before the 31 December of the calendar year. Failure to surrender on or before 31 December of the current year, you will become liable to pay the subsequent year’s fees.

Once you have paid the fee, you will be required to confirm the following on the Portal: 

• that you have resigned as a director of all covered entities,
• that you no longer plan to act as a director on covered entities, and 

• that if you would like to act on any other covered entity or wish to resume directorship services after you have surrendered your registration, you will need to re-apply under the Act.

The covered entities have an obligation to notify the Authority of any changes to their respective board of directors. You will need to liaise with your covered entities to ensure that they have duly notified the Authority of your resignation(s). You are also required to log on to the Director Portal and manage your own directorship. All resignation requests must be submitted through the director portal, along with the requisite appropriate documentation confirming the change.

If you are still a director on a covered entity at the start of the new calendar year or still registered as a director under the Act, the Authority will be unable to process your application for surrender for the prior calendar year. You MUST resign from all directorships by formally resigning from each covered entity of which you act as a Director AND surrender your current license/registration on or before 31 December of that calendar year. Failure to complete the surrender process prior to the start of the next calendar year, you will be liable for the subsequent year(s) fees.

Should you encounter any technical issues in surrendering and are unable to complete the surrender process, immediately contact DirectorsRegistration@cima.ky, prior to 31 December notifying the issue encountered including supporting evidence, e.g., snapshot of the error.

You will need to sign into the Portal and complete the information under “Surrender” and pay the surrender fee of CI$800. Once you have paid the fee, the appropriate Division will contact you for your next steps.

If a Fund is in License under Termination (“LUT”), can all the directors resign?

Directors who are on a LUT entity are required to remain on the fund until the de-registration process is completed if no liquidator has been appointed. If the LUT process is not completed on or before 31 December of the respective year, the directors are required to pay the annual director’s registration fee for the next calendar year.

If a Fund is in License under Liquidation (“LUL”), can all the directors resign?

Directors who are on a LUL entity are normally removed from the entity when a Liquidator is appointed. On the appointment of a liquidator all the powers of the directors’ cease.  However, directors are required to pay the annual director’s registration fee for the next calendar year if they’re continuing to act in the capacity of a director. If not, the director will need to log onto the Director Portal and surrender their directorship accordingly, otherwise the annual fees for the next year will mandatory.

You will need to provide a screenshot of the issue encountered and any other relevant information to DirectorsRegistration@cima.ky and you will be contacted by a representative of the Authority’s Investments Supervision Division.

You are required to log on to the Director Portal and manage your own directorship by submitting one of the following documents, as appropriate, in regards to the change:

Appointment

• Signed and Dated Letter from Director accepting appointment
• Register of Directors from the Registrar of Companies
• Written Resolutions (signed and dated) from the covered entity relating to appointment of Director

Resignation

• Signed and Dated Letter from Director confirming resignation
• Register of Directors from Registrar of Companies
• Written Resolutions (signed and dated) from the covered entity relating to resignation of Director
• CWR 19 or CWR 20 Form
• Certificate of Dissolution of the Fund

Applicants for registration will be required to provide via the Director’s portal?

• First Name:
• Middle Name:
• Last Name:
• Full Western Name:
• Gender:
• E-mail Address:
• Date of Birth: (dd-mm-yyyy)
• Country of Birth:
• Associated Fund Name:
• Registered Office/ Legal Council:
• Requested Registration Active Date:

You will have 14 calendar days following the receipt of your unique identification number and the relevant instructions to log into the Director’s Gateway Portal using the link https://gateway.cimaconnect.com to complete your registration and pay the requisite annual fees.

Failure to complete the registration process and pay the requisite fees within 14 calendar days will result in your application being returned. Following a return of your application, you will then be required to resubmit a new request for consideration by the Authority, should it still be your intention to be registered under the DRLA.

When the initial application is returned following the failure to complete the registration process and pay the requisite fees within the 14 calendar days, your initial profile in the portal which you are supposed to use to complete the registration process will be deactivated and the unique identification number issued will no longer work. In this instance, you will be required to re-submit a new request via the Director’s Gateway Portal using the link https://gateway.cimaconnect.com for consideration in the event you still wish to register as a director. A new unique identification number will then be issued to you which you will now use to complete the registration process and pay the requisite fees.

You will be required on the re-submission of a new registration request to provide the same information as submitted during the initial registration request, the details of which are below:

First Name:
Middle Name:
Last Name:
Full Western Name:
Gender:
E-mail Address:
Date of Birth: (dd-mm-yyyy)
Country of Birth:
Associated Fund Name:
Registered Office/ Legal Council:
Requested Registration Active Date:

Applicants should receive confirmation of registration within 48 hours of submission of application.

In these instances, it means that the Authority may require additional information from you before your application can be finalized. You can contact the Authority at  DirectorsRegistration@cima.ky for further information regarding your application.

If your application is at risk of being refused, the Authority will contact you and provide you with reasons why your application may be refused and provide you with an opportunity to make representations. If your application is subsequently refused, you will be contacted by the Authority and notified of the refusal for your application.

You will receive an email from the Authority providing you with confirmation of registration. In order to maintain good standing and remain compliant under the Act, you will be required to pay an annual fee no later than 15 January of each year and reconfirm the information provided by you at the time of your application.

This will be considered a change in directorship category.  You will be required to apply for a license under the category: Professional Directors: 20 or more covered entities prior to being appointed on the 20th covered entity and you should complete the requisite process via the portal. Any subsequent queries can be directed to Contactfiduciary@cima.ky .

Applications will only be accepted through the director portal. Once you receive your Unique ID, you can log onto the director portal. On your first login you will be required to set your password.

You can send an email to DirectorsLicensing@cima.ky. You will be contacted by the Authority’s Fiduciary Division.

No. Licensing as a professional director is limited to natural persons. Companies must apply for a licence as a corporate director.

No. If you have a licence, you do not need to be registered as well. Similarly, if you are registered and do not act on more than 20 directorships of covered entities, you do not need to be licensed. You are required to be either licensed or registered, but not both.

Applicants for licensing will be required to provide:

• full legal name
• date and place of birth
• nationalities
• principal and postal addresses
• email address and telephone number
• a fully completed Personal Questionnaire
• three reference letters, at least one of which must be from a bank
• a copy of a recent police clearance certificate.

Applicants should receive confirmation of licensing within four weeks.

In these instances, it means that the Authority requires additional information from you before your application can be finalised. If you are a director on covered entities on the date that the Law comes into force, then you can continue to act as a director on those entities until the Authority processes your application. If you are not a director on the date that the Law comes into force, then you may not act as a director until the Authority processes your application. It is therefore recommended that you apply for your license well in advance of the launch date of your 20th covered entity.

You will receive a notice from the Authority providing you with confirmation of licensing. In order to maintain good standing, you will be required to pay an annual fee no later than 15 January of each year and reconfirm the information provided by you at the time of your application.

• You will need to sign into the Portal and complete the information under “Change Category or Surrender” and pay the surrender fee of CI$800. You will also need to pay the application and annual fee for the registered director and complete the application form.
• Once the Authority has received your application, you will be required to submit a letter to the Authority confirming that you have notified all of the covered entities you act as a director for that you have applied for registration as a director. The Authority will then process your application in accordance with the usual process.

You must be covered by a plan that has D&O insurance. This can be a plan you get on your own, one that is offered by the covered entities you act on, part of a group plan, or any other acceptable coverage. Insurance does not have to be from a Cayman Islands insurer but should be from a reputable insurer familiar with this type of insurance.

You should seek independent legal advice from your Cayman Islands attorneys. They will be able to advise you on how to proceed. Even if you do fall within one of the exceptions for licensing as a professional director, you will still need to register under Part II of the Act.

No. Licensing as a professional director is limited to natural persons. Companies must apply for a licence as a corporate director.

No. Registration is limited to natural persons. Companies must apply for a licence as a corporate director.

The following companies may apply for a licence as a corporate director:

• ordinary companies registered under the Companies Act (as revised)
• ordinary non-resident companies
• registered under the Companies Act (as revised)
• exempted companies registered under the Companies Act (as revised)
• foreign companies registered under the Companies Act (as revised)
• Companies that do not fall under one of the above categories cannot act as a director on any covered entity.

All companies, no matter the number of covered entities they act on, must hold a licence under the Act, a companies management licence or a mutual fund administrators licence.

If the subsidiaries of the company are not licensed under the Companies Management Act or the Mutual Funds Act, they will need to be licensed.

The corporate director will need to provide:

• evidence that it is duly incorporated, and registered as a foreign company (if applicable)
• evidence of its shareholders or members (usually by way of a register of shareholders or members)
• evidence of its directors (usually by way of a register of directors)
• memorandum and articles of association or equivalent
• if a foreign company, evidence that it is in good standing in its home country
• a list of all of the parent companies and subsidiary companies in its structure, and the registered and principal offices of each company.

The following information will be required:

• The natural persons sitting on the board of the corporate director, or beneficially owning more than 10% of the voting interests in the corporate director, are required to provide:
• full legal name
• date and place of birth
• nationalities
• principal and postal addresses
• email address and telephone number
• a fully completed Personal Questionnaire
• three reference letters, at least one of which must be from a bank
• a copy of a recent police clearance certificate.

Applicants should receive confirmation of licensing within four weeks.

In these instances, it means that the Authority requires additional information from the corporate director or its shareholders/directors before its application can be finalised. If the corporate director is a director on covered entities on the date that the Law comes into force, then it can continue to act as a director on those entities until the Authority processes your application. If the corporate director is not a director on the date that the Law comes into force, then it may not act as a director until the Authority processes its application. It is therefore recommended that the corporate director apply for its license well in advance of the launch date of your covered entity.

If the application is at risk of being refused, the Authority will contact the corporate director and provide it with reasons why its application may be refused and provide you with an opportunity to make representations. If its application is subsequently refused, the corporate director will be contacted by the Authority and notified of the refusal for its application.

The corporate director will receive a notice from the Authority providing you with confirmation of licensing. In order to maintain good standing, the corporate director will be required to pay an annual fee no later than 15 January of each year and reconfirm the information provided by it at the time of its application.

You can send an email to DirectorsLicensing@cima.ky. You will be contacted by the Authority’s Fiduciary Division.

No. You Registration is limited to natural persons acting on fewer than 20 covered entities. You need only apply for a licence as a professional director.

No. Licensing as a professional director is limited to natural persons. Companies must apply for a licence as a corporate director.