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1、Tricor Group Investment Funds in the Cayman Islands Guide to Establishment&Operational Management 2023 April 18,2023 2 FOREWORD The Cayman Islands is one of the worlds biggest and most attractive hubs for offshore financial business.Not only does it provide a stable,tax-neutral environment,but also

2、offers a sound legislative and judicial system,confidentiality,a leading banking sector,as well as an extensive network of support for legal,financial,and professional services.Tricor supports international clients in the setting up and administration of fund structures and a variety of other entiti

3、es in Cayman.To ensure compliance with an evolving regulatory landscape,Tricor provides one-stop and integrated solutions to support Cayman funds,including structuring to ensure compliance and to meet statutory filings requirements.This guide provides an introduction to Cayman investment funds,inclu

4、ding key features and structure,the formation of exempted limited partnerships(“ELP”),registration of private funds,compliance requirements,and operational management,such as fund accounting,fund reporting,transfer agency and fund liquidation,as well as the respective requirements and advantages of

5、establishing private closed-end funds in the Cayman Islands,Hong Kong,and Singapore.3 CONTENTS Exempted Limited Partnerships-Key Features&Fund Structure.4 Introduction-ELP as a Fund Vehicle.4 Key Features of ELPs.5 Structure of ELP Funds.5 Formation of an Exempted Limited Partnership.6 Name.6 Regist

6、ered Office.6 Composition of an ELP.7 Registration Process.7 Registration of Exempted Limited Partnership Funds.8 Required Documents.8 Timeline.9 Ongoing Compliance for Exempted Limited Partnership Funds.10 Laws&Rules Governing an ELP Fund.10 Fund Secretarial Compliance.11 AML.11 FATCA&CRS.12 Operat

7、ional Management of Exempted Limited Partnership Funds.13 Fund Accounting(Books of Accounts).13 Audit&Fund Annual Return(FAR).14 Valuation.14 Safekeeping of Fund Assets.15 Cash Monitoring.15 Register of Limited Partnership Interests.16 Fund Liquidation.16 Popular Locations for Establishing Private C

8、losed-ended Funds.18 2023 Regulatory Calendar For Exempted Limited Partnership Funds.20 References.22 Authors.23 Tricor&Its Fund Services.26 4 To ensure statutory compliance with an evolving regulatory landscape,Tricor provides one-stop and integrated solutions to support Cayman funds.Read on to lea

9、rn more about the benefits of establishing a Cayman Islands investment fund,its key features and the exempted limited partnerships(“ELP”)fund structure.Introduction-ELP as a Fund Vehicle Entity options available for structuring a Cayman investment funds include(1)exempted or limited liability compan

10、ies;(2)trusts;or(3)ELP.Each of them would be able to offer or issue investment interests for the purpose or effect of pooling investor funds with the aim of enabling investors to receive profits or gains from acquisition,holding,management or disposal of investments.In general,a closed-ended Cayman

11、Islands ELP with a Cayman Islands exempted company incorporated as its general partner,is the most popular structure for Asian private equity funds.The registration of an ELP in Cayman Islands is governed by the Exempted Limited Partnership Act(Revised)(“ELP Act”).The ELP Act preserves certain partn

12、ership concept under common law which provides a modern framework for ELP be suitable for different types of business such as private equity,real estate,and other closed-ended funds.Under a private fund,the holders of investment interests do not have day-to-day control over the acquisition,holding,m

13、anagement or disposal of the investments.Furthermore,investments are managed directly or indirectly by the fund manager.Exempted Limited Partnerships-Key Features&Fund Structure 5 Key Features of ELPs No separate legal personality and no inheritance;Neither the ELP nor the partners are subject to ta

14、xation in the Cayman Islands;A minimum of one general partner(“GP”)and a minimum of one limited partner(“LP”)are required;All management responsibility is vested in the GP(s);Limited liability for the LP,except in narrow circumstances;Unlimited liability for the GP in the event that the assets of th

15、e ELP are inadequate;and Inviolable duty of the GP to act in good faith.Structure of ELP Funds The following diagram shows a simple fund structure using an ELP as the fund vehicle:Investment Manager/Advisor Legal Advisor Independent Auditor ELP Fund Cash Support Management&Advisory Fund Administrato

16、r Investment SPVs Management General Partner Limited Partner 6 While setting up an investment fund in the Cayman Islands can deliver a myriad of benefits,foreign investors ought to be aware of the registration requirements for establishing an Exempted Limited Partnership.To support the formation of

17、fund structures and a variety of other entities in Cayman,Tricor offers one-stop and integrated solutions to ensure compliance with the required statutory filings under the evolving regulatory landscape.Read on to learn how to form an Exempted Limited Partnership in the Cayman Islands,including the

18、registration requirements and processes.Name The proposed name of an ELP must include Limited Partnership or L.P.or LP.There are some restricted words which should not be included in the name of an ELP or,in some cases,require the prior consent from the Registrar of ELP(the“Registrar”)e.g.,bank,insu

19、rance,trust,royal.An ELP may have an additional dual or foreign name which either precedes or follows its name.Registered Office Every ELP must have a registered office situated in Cayman for service of process and to which all notices and correspondence may be addressed.Formation of an Exempted Lim

20、ited Partnership 7 Composition of an ELP Every ELP must have at least one GP(who has responsibility for the business affairs of the partnership)and at least one limited partner.It is typical to have a Cayman Islands exempted company to be the GP.The GP has unlimited liability if the assets of the EL

21、P are inadequate to satisfy the claims of creditors.All documents entered into by an ELP must be executed by or on behalf of the GP.Legal proceedings for or against an ELP may be taken by or against the GP.A GP must act at all times in good faith and,subject to any express provision of the partnersh

22、ip agreement to the contrary,in the interests of the ELP.A LP generally does not owe any fiduciary duty in exercising its rights.In the event that the assets of the ELP are inadequate to satisfy the claims of its creditors,the LPs will not be liable for the debts and obligations of the ELP except as

23、 may be provided by the partnership agreement and to the extent specified in the legislations.Registration Process An ELP is established by the following steps:1.Ensuring that the GP of an ELP must:(a)if an individual,be resident in the Cayman Islands;(b)if a company,be incorporated under the Cayman

24、 Islands Companies Act;(c)if a foreign company,be registered as a foreign company under the Companies Act;(d)if a partnership,be registered as an ELP;or(e)if a foreign limited partnership,be registered as such under the ELP Act.2.Filing with the Registrar a Section 9(1)Statement containing:(a)the na

25、me of the ELP;(b)the general nature of the business of the ELP;(c)the address in the Cayman Islands of the registered office of the ELP;(d)the term,if any,for which the ELP is entered into and the date of its commencement;(e)the name and address of the GP;and (f)a declaration that the ELP shall not

26、undertake business with the public in the Cayman Islands other than so far as may be necessary to conduct business exterior to the Cayman Islands.3.Paying the registration fee.After submission of the ELP registration documents,it takes approximately five business days for the Certificate of Registra

27、tion to be issued.8 Formation of investment funds in the Cayman Islands is on the rise,thanks to its extensive network of support for legal,financial,and professional services.Launching a private fund formed as an Exempted Limited Partnership in the Cayman Islands is anticipated to take 6 to 10 week

28、s.What are the steps of registering with Cayman Islands Monetary Authority(“CIMA”)?Read on to understand the required documents and registration timeline.Fund Registration with CIMA Required Documents CIMA is the competent authority responsible for the initial authorization and ongoing supervision o

29、f all registered and licenced Cayman mutual fund structures and registered private fund structures.A private fund is required to register with CIMA within 21 days of its acceptance of capital commitments,and in any event before accepting any capital contributions from investors in respect of investm

30、ents.Registration as a private fund requires submission to CIMA via its secure portal Regulatory Enhanced Electronic Forms Submission(“REEFS”)of the following:Application form(APP-101-77);Certificate of incorporation/registration;Constitutional documents,such as partnership agreement;Offering memora

31、ndum or summary of terms/other marketing materials;Consent letter from an approved local auditor and,if applicable,an administrator;Structure chart with the ownership of the private fund(excluding the investors),any subsidiaries and affiliates;and Application and registration fees.Registration of Ex

32、empted Limited Partnership Funds 9 Timeline The following table is a high-level summary illustrating the anticipated processing times for launching a Cayman Islands fund formed as an Exempted Limited Partnership.Steps Timeline Drafting of Formation Documents 6-8 weeks Submission of the ELP Registrat

33、ion Documents and Issuance of Certificate of Registration 5 days Obtaining Consent Letters from Administrator and Auditor 2 days CIMA Application Submission(Private Fund)2-7 days Registration will be effective from the date that the completed application is filed with CIMA,but confirmation of regist

34、ration may take 2 to 4 weeks to receive.Generally,CIMA will confirm registration of a registered private fund on the same date that the completed registration application is submitted.10 For foreign investors looking to expand their business into the Cayman Islands,the key to successful entity forma

35、tion is a thorough understanding of the relevant laws,regulations,and fund secretarial compliance requirements.The Private Funds Act(2021 revision)(the“PF Act”)is the main legislation which applies to private funds in the Cayman Islands.Under the PF Act,registered private funds will have to comply w

36、ith certain operational requirements.To comply with these governing laws,private funds must appoint specialized third-party providers to assist with Foreign Account Tax Compliance Act(“FATCA”),Common Reporting Standard(“CRS”)and Anti-Money Laundering(“AML”).What are the compliance requirements and t

37、heir implications?Laws&Rules Governing an ELP Fund The PF Act applies to private funds.It is the main legislation regulating closed-ended investment funds in the Cayman Islands,being those funds,which do not offer voluntary redemption or repurchase rights.It requires private fund vehicles to registe

38、r with the CIMA.Regulatory applications and filings are made through CIMAs secure Regulatory Enhanced Electronic Forms Submission web portal,which is only accessible to authorized service providers.Ongoing Compliance for Exempted Limited Partnership Funds 11 Fund Secretarial Compliance The continuin

39、g obligations of Cayman Islands private funds that are established as ELPs are primarily set out in Exempted Limited Partnership Act(2021 Revision)and the PF Act of the Cayman Islands,which include:pay an annual registration fee to CIMA;file audited financial statements with CIMA;file a Fund Annual

40、Return Form with CIMA;pay an annual fee to the Cayman Islands Registrar of Limited Partnerships(the“Registrar”);notify the Registrar and/or CIMA of any change to the funds registered office,the ELPs name,nature of business,or GP;notify CIMA of any material changes to the information which submitted

41、or filed with CIMA;maintain a record of the address at which the register of limited partners is maintained;and retain records in accordance with CIMAs rules and regulations.AML Cayman Islands investment funds are required to comply with rules and regulations in relation to anti-money laundering,cou

42、ntering the financing of terrorism and countering proliferation financing regime.The key legislation and regulations in support of the Cayman Islands efforts to combat money laundering,terrorism financing and proliferation financing include:Proceeds of Crime Act(2020 Revision),Anti-Money Laundering

43、Regulations(2023 Revision)(“AML Regulations”),Terrorism Act(2018 Revision),Proliferation Financing(Prohibition)Act(2017 Revision),Cayman Islands Monetary Authority Guidance Notes(2020 Revision and Amendments in 2021).Under the AML Regulations and CIMA Guidance Notes,all Cayman funds are required to

44、appoint an AML compliance officer(“AMLCO”),with overall responsibility for the funds AML compliance,as well as a money laundering reporting officer(“MLRO”)and deputy(“DMLRO”),with specific obligations for reporting suspicions of money laundering to the Cayman authorities.Cayman funds must identify t

45、heir AMLCO,MLRO and DMLRO to CIMA when they register and notify CIMA of any changes.12 FATCA&CRS Cayman Islands investment funds are investment entities and therefore generally required to register and report as financial institutions under the Cayman Islands legislation implementing the FATCA and t

46、he Organization for Economic Co-operation and Development(“OECD”)s equivalent scheme,the CRS.These regimes are intended to facilitate onshore tax compliance by requiring the automatic exchange of information for tax purposes(“AEOI”).Exceptions include funds that invest in non-financial assets,such a

47、s real estate and certain pension funds.Cayman funds that are not exempted from AEOI reporting are required to obtain a Global Intermediary Identification Number for FATCA purposes by registering on the Internal Revenue Services web portal within 30 days of commencing business.They must then registe

48、r on the web portal of the Department of International Tax Co-operation of the Cayman Islands Government(“DITC”)at DITC Portal for FATCA and CRS reporting by the end of April following launch and report on any reportable accounts by the end of July following each calendar year end.Cayman funds must

49、collect due diligence on investors for purposes of AEOI reporting,which is generally satisfied by requiring investors to provide a self-certification with their subscription,and to update any information that later changes.For CRS purposes,funds must maintain a written compliance policy and file a C

50、RS compliance form with DITC in respect of each reporting year.13 Regulated by the Cayman Islands Monetary Authority,ELP funds in the Cayman Islands are required to comply with certain operational obligations.including areas of accounting,financial reporting,audit,and valuation.We outline the top ti

51、ps for accounting,financial reporting,audit,valuation,fund asset safekeeping,cash monitoring,register of limited partnership interests and fund liquidation.Fund Accounting(Books of Accounts)A GP shall keep or cause to be kept proper books of account including,where applicable,material underlying doc

52、umentation including contracts and invoices,with respect to Exempted Limited Partnership Act(2021 Revision):(a)all sums of money received and expended by the ELP and matters in respect of which the receipt of expenditure takes place;(b)all sales and purchases of goods by the exempted limited partner

53、ship;and(c)the assets and liabilities of the exempted limited partnership.A GP shall cause all books of account required to be kept to be retained for a minimum period of five years from the date on which they are prepared.Anyone who knowingly and wilfully contravenes above shall be subject to a pen

54、alty of US$5,000.Operation Managemental of Exempted Limited Partnership Funds 14 Audit&Fund Annual Return(FAR)A private fund shall have its accounts audited annually by an auditor approved by CIMA.The accounts of a private fund shall be prepared in accordance with the International Financial Reporti

55、ng Standards or the generally accepted accounting principles of the United States of America,Japan,Switzerland or a non-high risk jurisdiction.Annual financial statements together with FAR shall be filed with CIMA within six months after year end or within such extension of that period as CIMA may a

56、llow.Cayman Islands Investment Funds Forms are available here:www.cima.ky/investment-funds-forms Valuation The valuation of the assets of a private fund must be conducted in accordance with appropriate and consistent procedures at a frequency that is appropriate to the assets held by the private fun

57、d and at least on an annual basis.Valuations of the assets of a private fund shall be performed by:(a)an independent third-party that is appropriately professionally qualified to conduct valuations in a non-high risk jurisdiction;or(b)an administrator not falling under paragraph(a)who is appointed b

58、y the private fund;or(c)the manager or operator of the private fund,or a person who has a control relationship with the manager of the private fund,provided that:the valuation function is independent from the portfolio management function;or potential conflicts of interest are properly identified,ma

59、naged,monitored,and disclosed to the investors of the private fund.If the valuation is not performed by an independent third-party in accordance with(a)above,CIMA may require the private fund to have its valuations verified by an auditor or independent third-party.CIMA may exempt a private fund from

60、 the requirements of valuation either absolutely or subject to such conditions as CIMA may deem appropriate.15 Safekeeping of Fund Assets Usually,a private fund shall appoint a custodian to perform the duties to(a)hold in custody,in segregated accounts opened in the name,or for the account,of the pr

61、ivate fund,thecustodial fund assets;and(b)verify,based on information provided by the private fund and available external information,that theprivate fund holds title to any other fund assets and maintain a record of those other fund assets.A private fund shall not be required to appoint a custodian

62、 if it has notified the Authority.It is neither practical nor proportionate to do so,having regard to the nature of the private fund and the type of assets it holds.Where a private fund notifies the Authority of its intention not to appoint a custodian and the verification is not performed by a cust

63、odian,an administrator or another independent third-party appointed,CIMA may require the private fund to have its title verification verified by an appropriately professionally qualified independent third-party.Cash Monitoring A private fund shall appoint one of the following persons to perform the

64、cash monitoring as listed below:(a)an administrator,custodian or another independent third-party;or(b)the manager or operator,or a person who has a control relationship with the manager of the private fund,provided thatthe cash monitoring function is independent from the portfolio management functio

65、n;orpotential conflicts of interest are properly identified,managed,monitored,and disclosed to theinvestors of the private fund.The person appointed shall(a)monitor the cash flows of the private fund;(b)ensure that all cash of the private fund has been booked in cash accounts opened in the name,or f

66、or theaccount,of the private fund;and(c)ensure that all payments made by investors to the private fund in respect of investment interests havebeen received.Where the cash monitoring duties are not performed by an administrator,a custodian or another independent third-party,CIMA may require the priva

67、te fund to have its cash monitoring verified by an independent third-party.16 Register of Limited Partnership Interests The register of limited partners shall contain the name and address of each person who is a limited partner of the exempted limited partnership,the date on which a person became a

68、limited partner and the date on which a person ceased to be a limited partner.The register shall be updated within 21 days of the date of any change in the particulars therein.The general partner shall maintain the register of limited partners at the registered office of the ELP or at a place other

69、than the registered office but electronic form at the registered office.The general partner shall also maintain or cause to be maintained in any country or territory that the general partner may determine,a record of the amount and date of the contribution(s)of each limited partner and the amount an

70、d date of any payment representing a return of the whole or any part of the contribution of any limited partner,which record shall be updated within 21 days of the date of any change in the particulars therein.Fund Liquidation If you are thinking of winding down your fund during 2023,you can plan ah

71、ead to avoid annual fees due to the Registrar of the Cayman Islands(Registrar)and the CIMA for 2024.Before winding down your private fund,all assets have been liquidated and distributions have been made to investors.On the distribution date,all LP shall be removed.Key filing and advertising requirem

72、ents:1.Within 28 days of the partnership passing resolutions for the winding up of the entity,documents need to befiled with the Registrar.For a partnership the notice of the voluntary winding up needs to be filed with theRegistrar.2.In addition,a partnership commencing voluntary liquidation must pl

73、ace a notice in the Cayman IslandsGovernment Gazette(“Gazette”).3.An ELP fund registered with CIMA will need to serve notice of the winding up on CIMA to obtain licenseunder liquidation status and cancellation of a certificate of registration.The following documents must beprovided to CIMA:The origi

74、nal certificate of registration,if issued by the Authority,must be submitted with the applicationfor cancellation;or in the case of a lost certificate,an affidavit signed by the operator(s),stating that thecertificate will be returned to the Authority if found,where applicable.Where an electronic ce

75、rtificate(including those relating to any change of name by the fund)was issued by the Authority,thisrequirement is not applicable;17 A certified copy of the resolution,determination,consent or other constitutional document signed by the operator(s)and/or the investor(s)(as applicable)which indicate

76、s the date on which the Fund will cease or has ceased to carry on business as a Fund in or from the Cayman Islands;The prescribed fee which is payable for the surrender of the certificate of registration pursuant to the Monetary Authority Act(“MAA”);The stamped notice of the voluntary winding up fro

77、m the Registry;A statement from the liquidator providing several confirmations regarding the operation of the fund;and Audited accounts from the beginning of the financial year for the ELP to the date of the resolution to voluntary liquidate the entity.In order to finalize the deregistration process

78、 with CIMA,the fund will need to have filed all of its audited accounts and fund annual returns for all previous financial years of the fund to the date of the resolution to wind-up the fund.It is important for the fund to confirm it is up to date with all filings before commencing the process.After

79、 publishing the notice of voluntary liquidation in the Gazette,creditors can notify the partnership of any claims within following 21-day period,if no claims have been made and there are no assets or liabilities remaining in the partnership,the partnership can be dissolved.Notification of the dissol

80、ution must then be made to the Registry.CIMA will need additional documentation based on the different liquidation reasons.18 For many asset managers in Asia,the most popular vehicle for private equity funds is a limited partnership in the Cayman Islands.On January 14,2020,Singapore launched a new c

81、orporate structure,namely the Variable Capital Company,for investments funds constituted under the Variable Capital Companies Act.On August 31,2020,Hong Kongs new Limited Partnership Fund Ordinance came into effect,which enables funds to be set up in Hong Kong in the form of a limited partnership.Co

82、nsequently,the private equity industry in Singapore and Hong Kong have seen tremendous growth in recent years.Nowadays,Cayman Islands,Singapore and Hong Kong are typical private equity fund locations adopted by asset managers in Asia Pacific.Especially with new policies in effect,fund managers must

83、carefully analyze and compare the unique advantages and potential challenges of each fund vehicle,in order to decide the most suitable location for their private close-ended funds.Read the blog to understand the respective requirements and advantages of establishing private closed-end funds in the C

84、ayman Islands,Hong Kong,and Singapore.Cayman Islands Hong Kong Singapore Popular Fund Vehicle Exempted Limited Partnership(ELP)Limited Partnership Fund(LPF)Variable Capital Company(VCC)Special Features Not have a legal personality Freedom of contract with respect to capital contributions and withdra

85、wals,and distribution of proceeds Not have a legal personality Freedom of contract with respect to capital contributions and withdrawals,and distribution of proceeds A legal entity Flexibility in issuance and redemption of shares without shareholder approval Dividends can be paid out of capital Fund

86、 Documents Requires either a private placement memorandum or a summary of terms or marketing materials containing prescribed information for filing with CIMA The partners have freedom to contract fund documents At the discretion of the fund manager Investor Roles Limited Partner Limited Partner Shar

87、eholder Popular Locations for Establishing Private Closed-ended Funds:the Cayman Islands,Hong Kong&Singapore 19(Minimum one)(Minimum one)(Minimum one)Management Roles General Partner(minimum one)requirements:A Cayman exemptedcompany;A non-Cayman company registered in Cayman as a foreign company;A li

88、mited partnershipregistered in the CaymanIslands;orA non-Cayman limitedpartnership registered inCayman as a foreignlimited partnershipGeneral Partner(minimum one)requirements:A natural person of at least 18 years old;A private limited company incorporated in Hong Kong;A registered non-HongKong compa

89、ny;A limited partnershipregistered in Hong Kong;A LPF A non-Hong Kong limitedpartnership with a legal personality;orA non-Hong Kong limitedpartnership without a legal personalityBoard of Directors requirements:At least one Singaporeresident directorAt least one director whois either a qualifiedrepre

90、sentative(asdefined)or a director ofits fund managerInvestment Manager No mandatory requirement Must appoint an investment manager who may be the general partner or another party Must appoint a permissible fund manager License of Investment Manager or General Partner Required(exemption under exclude

91、d activities and excluded persons)Usually Type 9 needed(exemption under the Securities and Futures Ordinance)Required Note:A manager of a VCC must be either a holder of a capital markets services licence or a Registered Fund Management Company with the Monetary Authority of Singapore(MAS).Other Key

92、Roles Must appoint an anti-money laundering compliance officer(AMLCO),a money laundering reporting officer(MLRO)and deputy MLRO(DMLRO)Must appoint a responsible person to conform with AML and counter-terrorist financing obligations Refer to Guidelines to Notice VCC-N01 on Prevention of Money Launder

93、ing and Countering the Financing of Terrorism issued by MAS.Note:A VCC must appoint an Eligible Financial Institution(EFI)(regulated by MAS for AML/CFT)to perform the necessary checks and measures to comply with 20 Notice VCC-N01.Liability General Partner Unlimited liability Limited Partner Limited

94、liability General Partner Unlimited liability Limited Partner Limited liability Limited liability Registration Time Around 5 working days Within 4 working days Around 14 days Tax Tax exemptions(both ELP and partners are not subject to any direct taxation in Cayman Islands)Tax exemptions with conditi

95、ons Tax exemptions with conditions Accounting principles Any GAAP in non-high-risk jurisdiction No limitations if there is audit SFRS,IFRS,USGAAP Submission of Financial Statements to Authority Yes,submission of audited annual report with CIMA No,not required(although audited financial statements ne

96、ed to be prepared)Yes,submission of audited financial statements with the Accounting and Corporate Regulatory Authority Audit Registered local audit firm Local audit firm Audit firm registered with ACRA Custodian Required (exemptions with conditions)No mandatory requirement Required Valuation Must b

97、e performed by Independent third-party Required Required 21 To help you stay on track with your companys regulatory reporting obligations,our experts at Tricor offer you the calendar for ELP funds with key deadlines for the regulatory filings at a glance.2023 Cayman Islands Calendar Showing Regulato

98、ry Filing Requirements for ELP Funds January 15:Annual fees and Director Registration fees due to CIMA for all entity types.January 31:Economic Substance Notification due to Registrar with Annual Return for all Cayman Islands entity types.Annual Return and annual fees due to Registrar for all entity

99、 types(except Exempted Trusts).JAN March 31:Economic Substance Notification due to Registrar for foreign partnerships and companies.MAR April 30:Registration deadline for new entities that are reporting Financial Institutions under CRS(establishedbetween May 1,2022 and April 29,2023)and FATCA(establ

100、ished between January 1,2022 and April 29,2023).APR June 30:Audited Financial Statements and Fund Annual Return due for all CIMA registered funds with a December 31 fiscal year-end(FYE).JUN July 31:CRS and FATCA reporting due to the Department of International Tax Co-operation of the Cayman IslandsG

101、overnment(DITC)by reporting Financial Institutions.JUL September 15:CRS Compliance Form due to the DITC by reporting Financial Institutions.SEP December 31:Economic Substance Returns due to the DITC for Relevant Entities carrying on a Relevant Activity with a December 31,2022 FYE.De-registration dea

102、dline to avoid 2024 fees for CIMA registered entities anddirectors.DEC 2 023 Regulatory Calendar for Exempted Limited Partnership Funds 22 REFERENCES Private Funds Act(2021 Revision)Private Funds Regulations(2022 Revision)Exempted Limited Partnership Act(2021 Revision)Exempted Limited Partnership Re

103、gulations(2021 Revision)Rule:Calculation of Net Asset Values-Registered Private FundsGuidance Notes on the Prevention and Detection of Money Laundering in the Cayman IslandsThe Foreign Account Tax Compliance Act of the United StatesAnti-Money Laundering Regulations(2023 Revision)23 AUTHORS Should yo

104、u have any enquiries,please contact:Wendy Kam Executive Director of Corporate Services Tricor Hong Kong SAR (852)2980 1680Christine Wang Head of Commercial,Fund Services Tricor Group (86)138 1717 7071Wendy Wang Fund Service Manager Tricor Mainland China (86)21 2308 6241Joyce Lau Executive Director o

105、f Business Services Tricor Hong Kong SAR (852)2980 1893Caron Lee Executive Director of Corporate Services Tricor Hong Kong SAR (852)2980 1610Rebecca Fu Executive Director Tricor Mainland China (86)10 8587 681724 TRICOR&ITS FUND SERVICESTricor One-Stop Solutions Covering Whole Investment Structure Tr

106、icor Has Strong Capabilities of Fund Services in Hong Kong,Mainland China,Singapore,Cayman and BVI Portfolio Co Services Portfolio Co SPV Company Secretary Tax Services Cross-border Investment Services Other Services Incorporation Finance&Accounting Treasury Administration SPV Services Incorporation

107、 Finance&Accounting Treasury&Payroll Compliance Services Compliance Services Fund Formation Fund Administration Fund Compliance Fund Services Investor Services Fund Services Team 80+Staff Hong Kong Singapore 60%of Certificate Holders,Including CPA,ACCA,Company Secretary etc.China Mainland 120+Staff

108、60+Staff 4 Fund Admin Service Centers Private Equity 300+Fund Managers AUM USD 100+bn Private Fund Clients of Tricor Group Cayman/BVI 10+Staff Clients Coverage Hedge Fund Real Estate Asset Managers Investors Fund 25 Tricor Enables Private Equity Clients to Focus on their Core Business Fund Formation

109、 and Registration Services Fund Compliance&Operation Services Entity Formation Fund Manager Registration Fund Registration Provide advice regarding location,legal form and structure Prepare incorporationdocuments Prepare share transfer documents Prepare board resolutionDraft Articles of Association

110、Apply for businesslicenses Submit documents to authorities and follow upSubmit tax registrationOpen bank accountsSubmit foreign exchange registration Open social security andhousing fund accounts Act as project manager to coordinate clients internal function team,lawyer and authorities Prepare/colle

111、ct information,data and application documentsPrepare filing documents for authorities and followup Complete authorities filing and information reporting Assist with fund launch,including coordinating lawyers,banks,custodians and other service providersProvide advice regarding fund structure Assist i

112、n formation of legal entity Assist in opening cash and escrow accounts with major banks Prepare registration documents and assist in filing Complete initial registration for accounting,taxation and administrative licensing Assist fund managers withchange of major events Respond to investor inquiries

113、Make decisions regarding location and structure Review and approve documents Complete real-name authentication and field verification as required by relevant authorities Obtain legal advice Review and approve various application documents Designate Fund Custodian Determine fund form andinvestment di

114、rection Complete limited partnersanalysis Review fund documents,such as PPM,fund presentation materials andterm sheets Answer specific questions oninvestment Tricor Client Tricor Client Finance&Accounting Tax Compliance Fund Administration Secretarial Services Investor Services Manage capital calls

115、anddistributions Prepare rebalancing,waterfall and management fee calculation Coordinate cash management and treasury services Prepare and distribute capital accounts statements Maintain investor register and relevant documents Assist in valuation andaccounting services Attend ongoing secretarial wo

116、rks of the fund,including drafting of resolutions Set up SPVs of the fund andattend ongoing company secretarial works Attend regulatory secretarial works such as economic substance registration and declaration Restructure of underlying structure of the fund Provide local registeredoffice Prepare qua

117、rterly/annual/customized investor management reportsRespond to ad hoc inquiriesfrom investors and their authorized representatives Assist investors in the transfer of rights and interests Review financial andfiling documents Assess governing accounting policies Review and approve bills,invoices and

118、payment requests Review and approve financial reports Provide guidance onfinancial budget and analysis Review and approve tax computations and filing documents Coordinate with internal stakeholders Make decisions regarding tax matters Coordinate internal stakeholders Provide and reviewreporting data

119、 Make decisions on important reporting matters Review and approve investor reports Maintain investor relationsReview and approve investor reports Maintain investor relationsReview and approve investor reports Maintain investor relationsKeep books andmaintain accounting records Process supplier invoi

120、ces and payments Process employee T&E claims Reconcile and maintain cash and bank accounts Issue billings Process month-endclosing Assist in financial indicator analysis Prepare management and statutory financial reports Prepare tax filingAssist with financial budget Assist with statutory audit and

121、internal audit Assis with fundliquidation Compute direct andindirect taxes,including VAT,CIT,stamp duty,property tax and withholding tax Prepare and file tax returns Compute deferred taxesAssist with the preparation of transfer pricing documentation and filings Provide advice regarding tax implicati

122、ons of business transactions Provide advice regarding tax implications of restructuring Assist with tax audit Assist with application for tax subsidies,relief and refunds Provide advice regarding other tax issues Complete datapreparation and filing at authorities Prepare and submit fundfinancial mon

123、itoring report Prepare annual reportAssist with fund manager change of major events Assist with fund manager annual information update Maintain employee information Update on audit reportFile CRS 26 TRICOR&ITS FUND SERVICES Tricor is Asias leading business expansion specialist,with global perspectiv

124、e and cross-regional expertise in corporate service and compliance management.Strategically headquartered in Hong Kong SAR,we operate out of 22 countries/territories and across a network of 49 offices.With a staff strength of 3,000,Tricor serves 50,000 clients,including more than 40%of the Fortune G

125、lobal 500 companies and 2,000 listed companies in Asia.Tricor offers fund services to private equity,venture capital,real estate and alternative assets funds for asset managers and sovereign wealth funds worldwide.Tricor has fund service operations in Mainland China,Hong Kong SAR,Singapore,Cayman Is

126、lands and British Virgin Islands.Tricor supports international clients in setting up and administering fund structures and a variety of other entities with one-stop,integrated solutions in that optimize operational efficiency to our clients.We provide full administrative and accounting support for f

127、unds structure to ensure statutory compliance,and statutory filings.Services also include entity formation,providing registered office facility,acting as principal share registrar and transfer agency,as well as providing support of other corporate compliance formalities,corporate administration and

128、accounting.Tricors fund services cover the entire life cycle of alternative investment business and private fund managers are empowered to focus on their core business and strategic initiatives to achieve rapid and sustainable growth.To learn more,please visit: TRICORS CORE SERVICES Business Service

129、s Corporate Services Investor Services Human Resources&Payroll Services Corporate Trust&Debt Services Disclaimer This publication is intended to provide only general information.It does not purport to be comprehensive or constitute professional advice and should not be relied upon as such.Changes in

130、 law or circumstances may occur after the issue date,which may make information contained in this publication no longer accurate.All and any liability which might arise from this publication is hereby expressly excluded.Neither Tricor Services Limited nor any of its affiliated group companies shall

131、be responsible for any loss whatsoever sustained by any person who relies on this publication.Copyright 2023 Tricor Services Limited.All rights reserved.No part of this publication may be reproduced or distributed in any way or by any means whatsoever without the prior consent of Tricor Services Limited.