Funds converting from registration under section 4(4) to section 4(3) of the Mutual Funds Act must adhere to the minimum initial investment requirement. As such, these funds must provide an affidavit confirming compliance. Investors whose initial investments are below the required minimum must either increase their investment or be redeemed before the fund completes its conversion/registration under section 4(3) of the Mutual Funds Act, unless their current investment meets the minimum requirement.
Core documents required for changing the Registration/Licence Type:
Additional requirements specific to the Registration/Licence type:
- Must be fully completed and typed or printed in clear block letters;
- Personal addresses must be provided;
- CVs of Directors should be included; and
- Dated within six months of the application date.
- Dated within six months of the application date;
- Ensure the police clearance certificate is stamped and signed;
- If an affidavit is used, ensure it is signed by the applicant or a notary and affixed with the required seal.
- 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 how long the individual has known the applicant (minimum of 3 years) and in what capacity;
- Must be signed; and
- Must be dated.
- 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 the length of time the 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.
These transitions are treated by the Authority as the cancellation of the fund's original registration under one Act (e.g., MFA), followed by a new registration under the other Act (e.g., PFA).
The fund will need to pay additional Annual Registration Fees when submitting the re-registration application. Fees paid for the initial registration cannot be transferred to the new registration within the same calendar year (e.g., PFA to MFA).
Core Requirements for Cancelling a Licence or Registration of a Fund:
Additional Requirements for converting from a fund under the MFA to the PFA (i.e., becoming a closed-ended fund):
- The reason for the conversion (re-registration);
- That as far as the operator is aware, while licensed or registered with the Authority, the fund operated according to its articles, other constitutive documents, and its offering document, including adherence to all investment guidelines and restrictions, and net asset value computation;
- That the conversion from an open-ended to a closed-ended fund is 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 prejudicial to its investors and creditors.
- Note that annual Registration Fees cannot be transferred from a fund re-registration from one regime to another (e.g., PFA to MFA) within the same calendar year.
- New Auditor and Fund Administrator letters of consent (LOCs) are not required unless different service providers are appointed.
The following six items are needed to re-register as an SPC:
Requests for the addition of relevant SPs should be submitted via REEFS using the form ADD-125-99 and also emailed to [email protected].
Under the PFA, a “private fund” is defined as a company, unit trust, or partnership that issues or has issued investment interests with the intention of pooling investor funds to allow investors to receive profits or gains from the entity’s investments. This applies when:
(1) Investors do not have direct control over the acquisition, management, or disposal of investments; and
(2) The investments are managed as a whole by or on behalf of the operator of the private fund, with compensation based on the assets, profits, or gains of the company, unit trust, or partnership.
Exclusions include:
(1) Entities licensed under the Banks and Trust Companies Act (as revised) or the Insurance Act (as revised);
(2) Entities registered under the Building Societies Act (as revised) or the Friendly Societies Act (as revised); and
(3) Non-fund arrangements.
The latest version of the Private Funds Act (PFA) is available here on our website for reference. A printed copy can also be purchased from the Cayman Islands Legislative Assembly.
No, there is no minimum investment requirement under the PFA.
Yes. Funds that are expressly stated in their constitutive documents or other binding legal arrangements to have only one investor of record, and are intended to always have only one investor, are exempt from the registration requirement under the PFA.
Yes. It is good market practice for a fund to keep its investors informed about the fund's performance. Cmrai believes that even though investors may be aware that capital contributions to a Private Fund may not be distributed until a specified time as outlined in the fund’s documents, they should still be informed of the fund’s performance on an ongoing basis. The PFA provides various ways to fulfill this obligation.
The Rule on Segregation of Assets for Registered Private Funds does not prohibit prime brokerage or custody arrangements that allow a custodian or sub-custodian to hold client assets in a commingled client omnibus account, following established industry practices.
Yes. A minimum of two directors is required for any company applying as a Private Fund.
Yes. Cmrai requires that a minimum of two natural persons be designated for the role of general partner or corporate director of a Private Fund.
Applications are submitted electronically through Cmrai secure Regulatory Enhanced Electronic Forms Submission (REEFS) web portal.
The date shown on the Private Fund’s registration certificate will be the date when a complete application is received by Cmrai. This includes the submission of all required documents, fees, and information as specified under the PFA.
The document submitted to the Authority should at least include the following:
A Private Fund’s registration application will be rejected if the submitted documentation is incorrect or incomplete. Common reasons for rejection include:
The processing of a Private Fund’s application will begin only after all required documentation and payments have been submitted to Cmrai.
Private Funds that submit complete applications without any adverse findings will have their applications processed and approved within the expected timeframe.
However, certain factors can cause delays in registration processing, including:
- Insufficient information in the summary of terms or offering memorandum regarding investment objectives/strategy (details should include industry, target investments, and geography, if known. If the investment manager has broad discretion based on their track record, it should be clearly stated in the SoT/OM);
- Incomplete structure chart (should at least include the subject fund, its GP, trustee, investment management company (if applicable), any sub-entities within the fund (e.g., SPs, AIVs), and any master-feeder relationships (if applicable);
- Incomplete disclosure for a self-administered fund on which administration duties will be handled by the General Partner, Investment Manager, etc.;
- Missing supplemental OMs for the SPs in an SPC application; and
- Lack of bios/CVs for compliance officer roles (AMLCO, MLRO).
(a) Adverse findings from the fitness and propriety checks on the fund’s operators or officers; and/or
(b) Ongoing regulatory or criminal investigations involving the fund or related entities/operators/officers.
If a Cayman AIV meets the definition of a Private Fund, it will be required to register under the PFA as an independent Private Fund.
Definitions:
The latest version of the Mutual Funds Act (MFA) is available here on our website for informational purposes. A printed copy can be purchased from the Cayman Islands Legislative Assembly.
Registered Funds (MFA- Sec. 4(3)) |
Master Funds (MFA- Sec. 4(3)) |
Administered Funds (MFA- Sec. 4(1)(b)) |
Licensed Funds (MFA - Sec. 4(1)(a)) |
Limited Investor Funds (MFA - Sec. 4(4)(a)) |
Applicable Fee |
Applicable Fee |
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 a maximum of 25 (if applicable) | 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 a maximum of 25 (if applicable) | 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 a maximum of 25 (if applicable) |
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))
Master Funds (MFA- Sec. 4(3))
Applications must be submitted electronically through the Authority’s secure Regulatory Enhanced Electronic Forms Submission (REEFS) web portal, which is only accessible by authorized service providers. For more details, see FAQs.
All required documentation and payments must be submitted to the Authority before the application can be processed. The specific documentation needed for mutual fund registration/licensing is detailed on the corresponding REEFS form. For additional information, refer to the FAQs.
A mutual fund’s registration/licence application may be rejected if the submitted documentation is incorrect or incomplete. Common reasons for rejection include:
The Rule: Segregation of Assets – Regulated Mutual Funds does not prevent prime brokerage/custody arrangements that permit, in line with established industry practices, a custodian or sub-custodian to hold all client assets in a commingled client omnibus account along with assets of other clients.
No. A 'Master Fund', as defined in the Mutual Funds Act (MFA), is specifically excluded from the provisions of section 4(4)(a) of the MFA.
Yes. A master fund that qualifies as a 'mutual fund' under the MFA but does not meet the definition of a 'Master Fund' under the MFA, and therefore cannot register as a 'Master Fund' under section 4(3)(a)(iii) of the MFA, can register as a 'mutual fund' under section 4(4)(a) of the MFA if it meets the required criteria.
For such funds, Cmrai requires the following when applying:
Common reasons for delays in processing include the following shortcomings or omissions in the application:
Although a Mutual Fund form (MF1/2/2A/3/4) is not required for initial registration/licensing, an updated form must be submitted electronically to [email protected] whenever two or more material changes are made after the fund has been registered/licensed. The fee for submitting the updated form is CI$300.00 / US$365.85.
Yes. In such cases, the fund must comply with the requirement to submit an offering document or summary of terms under section 4(3)(b)(i) or section 4(4)(a)(ii) of the MFA.
For this information, please refer to the Investment Funds Statistics.
Before submitting an application, service providers should confirm with the proposed director that they are compliant with the DRLA. Directors are responsible for informing the fund of their DRLA status when being proposed and must resolve any non-compliance before the fund's application is submitted.
To determine if a person is "fit and proper," the Authority considers factors such as: (a) honesty, integrity, and reputation; (b) competence and capability; and (c) financial soundness. The Authority provides guidance on this topic, which can be accessed via the Rules and Statement of Guidance page.
Before submitting an application, service providers should confirm that the proposed Investment Manager (IM) is properly authorized under the SIBA. It is the IM’s responsibility to inform the fund of their SIBA status when proposed as an IM and ensure compliance before the application is submitted.
The registration/license date on the fund’s certificate will be the date when a complete application is received by the Authority (i.e., the re-submission date when all required documents, fees, and information are provided as per the MFA or PFA).
The term "Fund" refers to a "mutual fund" as outlined in the Mutual Funds Act (As Revised) or a "private fund" as specified in the Private Funds Act (As Revised).
The term "Sub-Fund" is defined as per the Mutual Funds (Annual Returns) Regulations (As Revised) and Private Funds (Annual Returns) Regulations (As Revised).
According to section 5.1 of the Cancellation Procedures, a Fund is considered in "good standing" with the Authority when it has met all audit requirements, paid any due fees or penalties, and resolved any outstanding queries or regulatory requirements.
To surrender their Certificate of Registration or License, all Funds must first be in good standing, having met all statutory and regulatory requirements. The specific requirements include submitting a formal application along with the necessary supporting documentation as outlined in the relevant regulatory procedures, using the prescribed channel.
For more information, refer to the following regulatory resources on Fund cancellations and audit exemptions:
Funds intending to de-register one or more Sub-Funds must ensure that these Sub-Funds meet the criteria outlined in the relevant regulatory guidelines on Fund cancellations. Each Sub-Fund must be in "good standing" and a formal application with the required documents must be submitted to the Authority through the REEFS Portal for Mutual Funds, or via email for Private Funds at [email protected], or as otherwise directed by the Authority.
An umbrella structured fund (e.g., SPC, Unit Trust) can apply for de-registration only after ensuring that all its underlying Sub-Funds have been properly de-registered or qualify for simultaneous de-registration, having met all regulatory requirements.
The fee to de-register a Fund is CI$600.00 or US$731.71, payable via REEFS Escrow or any other accepted payment method referenced here.
*Note: There is no additional fee for de-registering/terminating a Sub-Fund.
The Authority advises that the designated de-registration agent should coordinate with the Fund’s operators or other relevant service providers to confirm that the Fund or Sub-Fund is in good standing. Additionally, all supporting documentation for de-registration should be carefully reviewed for accuracy and completeness before submission.
Currently, all applications to de-register a mutual fund or related sub-fund should be submitted through the Authority’s REEFS portal, while similar applications for private funds (including sub-funds) should be submitted via email to [email protected].
All mutual fund de-registrations must use the REEFS form TMF-147-22.
Sub-fund de-registrations should use the REEFS form TRS-142-99.
For private funds and their related sub-funds, de-registration applications should be sent to [email protected].
No. Unless a Fund or Sub-Fund qualifies for an audit exemption, it must complete all outstanding (due or overdue) audit requirements before applying for de-registration.
No. A Fund or Sub-Fund must pay all outstanding fees and/or penalties in full before submitting a de-registration application.
No. As of August 17, 2022, funds seeking to de-register are no longer granted LUT or LUL status or annual fee concessions. The fund will remain in “Active” status in the Authority’s records until it is eligible for de-registration.
Funds that obtained LUT or LUL status before August 17, 2022, are not affected by the updated fund cancellation procedures.
The Authority will return any application to de-register a Fund or Sub-Fund if it deems the application incomplete or incorrect.
Here are some reasons why an application might be returned:
*This does not apply to Sub-Funds.
No, audit exemption requests must be submitted separately to [email protected] for consideration. Approval of the exemption must be received before filing a Fund’s de-registration application.
Yes, the de-registration application may be returned if the Fund or Sub-Fund has not received audit exemption approval at the time of submission and is not in good standing.
If the Operators resolve to withdraw a Fund’s de-registration application, an email must be sent to [email protected] before the Authority completes the de-registration process.
The following items are required to withdraw a Fund’s de-registration request:
Affidavits may be signed by DRLA-compliant Operators of the Fund, authorized signatories, or appointed liquidators, as applicable.
An affidavit must, at a minimum, cover the required content specific to the Fund’s de-registration as outlined in the relevant cancellation procedures.
Additionally, it should also state the Fund’s intentions after de-registration, indicating whether the Fund will be liquidated, struck from the General Registry, or continue as a legal entity.
Yes, all affidavits must be notarised by a Notary Public, complete with an official stamp/seal and a visible commission number.
The Authority *may* accept an affidavit or similar document without notarisation (such as a SOLIC), provided it is properly signed and witnessed by an authorised individual (who is licensed or legally permitted to perform acts of acknowledgment and authentication in the relevant jurisdiction).
Best practices suggest that the authorised party should verify the signatory’s identity, confirm the document’s authenticity, and witness the signing of the document(s). Alternative options to notarisation might include:
If a Solicitor witnesses legal documents, they must be impartial and not the same Solicitor representing the Fund in the legal matter.
If a Commissioner of Oaths is used, additional evidence must be provided to verify:
Otherwise, notarisation will be required.
While these alternatives might be accepted, the Authority reserves the right to demand a notarised affidavit or request further information and evidence to its satisfaction.
No, any amendments or revisions made after notarisation will invalidate the affidavit.
Yes, however, all DocuSign-executed resolutions must include the Certificate of Completion (“CoC”) as an appendix (refer to DocuSign’s official website for details).
Resolutions lacking a CoC will require a “wet ink”/stamp certification to confirm the document as a certified true copy.
The official de-registration letter will be sent by the Authority to the appointed de-registration agent who submitted the application.
Refund requests should be addressed to the Authority’s Chief Financial Officer at the address provided below and submitted via formal letter to [email protected].
Chief Financial Officer - Finance Division
Cayman Monetary Regulatory Authority International
SIX, Cricket Square
P.O. Box 10052
Grand Cayman, KY1-1001
CAYMAN ISLANDS
The letter should include all necessary details, such as the refund amount, reasons for the refund, associated transaction details, and the preferred method of payment.
Please note that processing such requests may take up to eight (8) weeks, or longer in some cases.
The Rule on Corporate Governance for Regulated Entities and the Statement of Guidance for Corporate Governance of Mutual and Private Funds serve different purposes. The Rule imposes binding obligations on these funds, whereas the Statement of Guidance offers recommendations to assist these entities in complying with the relevant regulations, acts, and rules. Typically, a Statement of Guidance includes best practices that regulated entities should follow and serves as a benchmark for the Authority to evaluate compliance.
Rule 3.5 of the Internal Controls (IC) Rules mandates that "Appropriate authorization and signing powers, including at least a dual signatory for Client money payouts, must be implemented, subject to Client-agreed terms and conditions."
The Authority acknowledges that some online/electronic payment platforms do not require physical signatures or dual signatory approvals. In such cases, the Rule’s intent is that the regulated entity should implement robust internal controls and manual oversight to safeguard client money payouts effectively. This can be achieved by establishing a dual approval process for these payments.
Rule 3.1 of the IC Rule specifies that "Client assets must be segregated from those of other Clients and the regulated entity."
Rule 3.2 states that "Client money must be kept in clearly segregated and distinct accounts from other Clients' accounts and those of the regulated entity."
These Rules aim to ensure that Client assets and money are separated and distinctly identified from those of other Clients and the regulated entity. Adequate systems, procedures, and records must be maintained to readily identify and account for these assets and funds. This should include maintaining sub-ledgers in accordance with relevant accounting standards, alongside appropriate reconciliations and safeguards as outlined in Rules 3.4 and 3.6.
The only exception to this requirement is when the regulated entity holds Client funds to cover disbursements or liabilities owed by the Client to the Authority or other Cayman Islands government bodies, acting as an intermediary on the Client's behalf.
If an Administered Fund is changing the licensed mutual fund administrator that provides its principal office, the following items must be submitted to the Authority:
A “sub-fund” refers to a segregated portfolio within a segregated portfolio company structure, a sub-trust within an umbrella or master unit trust structure, or a class of shares, units, or interests within a fund, trust, or partnership structure, where each class represents a separate, standalone reporting entity (e.g., a fund with multiple portfolios, each with distinct assets, liabilities, income, and expenses).
A Feeder Fund refers to a mutual fund that invests more than 51% of its assets in a master fund, either directly or via an intermediary.
The Authority currently accepts payments through the following methods:
For entities based overseas, payments can be made via bank draft or wire transfer. Bank drafts should be made payable to the “Cayman Islands Government” and sent via express courier. For wire transfers, please ensure that any bank fees and a US$7.50 charge by our receiving bank are covered to avoid delays. Detailed instructions for wire transfers and domestic electronic transfers can be found above.
When making a payment, please include a confirmation along with the correspondence or request, which can be sent to [email protected]. Be sure to include the name and/or registration/licence number of the entity/entities and specify the amount to be applied to each entity to facilitate processing.
All fees are quoted in Cayman Islands Dollars (CI$). For payments made in United States Dollars (US$), the conversion rate is 0.82 (US$1.00 = CI$0.82).
Annual fees for regulated funds must be paid by January 15th of each year.
To change the name of a fund, the following documents are required:
Forms can be accessed here: Fund Forms
According to Section 4(8) of the Mutual Funds Act and Section 11(1) of the Private Funds Act, any material changes affecting the information in the offering document must be filed electronically through [email protected] within 21 days of the change. This includes updates to:
Material changes include (but are not limited to):
A filing fee of CI$100/US$121.95 is required for submitting an amended Offering Memorandum ("OM") or its addendum. Proof of payment should be attached to the submission.
A Letter of Good Standing ("LOGS") is requested by regulated entities to confirm that they are current with their regulatory filings and fees. The letter is typically processed within 5 working days. The following are required:
If a third party requests a letter of good standing, it must be accompanied by a letter from a current service provider to the fund (usually the Registered Office) authorizing the third party to obtain the LOGS.
According to Section 9 of the Retail Mutual Funds Japan Regulation (as revised), a retail mutual fund must submit a written report to the Authority on its activities within twenty days after the end of the six-month period following the conclusion of each financial year. The report should include:
A copy of the operator resolutions confirming the change in the Registered Office is required.
The following documents are needed:
One of the following documents is required:
The following documentation is required to add a director:
An electronic copy of the revised or new offering document, summary of terms, or supplement is required, along with the directors’ resolution (if applicable) showing the date of creation for adding a sub-fund. This must be submitted through the REEFS portal for all segregated portfolios. Additionally, 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.
The following is required:
According to the Mutual Funds Act (as revised) and Private Funds Act (as revised), regulated mutual and private funds must have their accounts audited annually by an approved auditor. The Authority has established Policies that require local auditor sign-off on annual audit reports for regulated mutual and private funds, as well as licensed mutual fund administrators that are incorporated or established locally.
You can view the current list of Approved Local Auditors by clicking here.
To learn about becoming an approved auditor, please click on the following link: Regulatory Policy - Approval of an Auditor for a Regulated Institution. Additionally, as per the Fee Schedule, a prescribed fee of CI$15,000/US$18,292.68 must be submitted to the Authority along with the application documentation.
The following must be submitted to the Authority:
Note that upon receipt of the above, the Authority may request further clarifications, additional documentation, or ask further questions.
If an auditor cannot find a regulated fund in the REEFS Portal dropdown list, the Authority requires an email from the fund’s approved auditor clearly explaining the issue. The email should be sent to [email protected] with the full legal name of the regulated mutual fund and the purpose of the email specified in the subject line. The Authority will review the issue and respond to the auditor as soon as possible. Common reasons for this issue include:
The Authority requires an email from the Operator(s) or the fund’s approved auditor/designated submitter clearly stating why the specific set of audited financial statements (and the associated Fund Annual Return) needs to be rejected. The request should be sent to [email protected] with the full legal name of the regulated mutual fund and the purpose of the email specified in the subject line. The Authority will review the request and communicate its decision back via email. There is no fee for requesting the rejection of a previously submitted audit filing via the REEFS Portal, and resubmitting a previously submitted audit filing will not incur an additional Fund Annual Return filing fee.
The REEFS Portal previously generated audit filing rows (for the 2014 and 2015 audit periods) for newly regulated mutual funds in cases where those rows preceded the mutual funds’ registration dates. If you notice audit filing rows in the REEFS Portal that do not apply to a newly registered mutual fund, please disregard them until the Authority removes them.
No. The Authority will not adjust any audit row periods within the REEFS Portal to allow approved auditors or designated submitters to receive specific audit period confirmation emails. 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 an audit filing row for a regulated fund at the end of each financial year. Therefore, the approved auditing firm or 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.
An auditor’s letter of consent is a document sent to the Authority, in which the auditor formally agrees to take on the role of auditor. The letter must confirm the fund’s name, the year-end date of the first audited financial statements, and the accounting principles to be applied. It also includes a statement that the auditor is aware of and agrees to fulfill its obligations under section 35 of the Mutual Funds Act (as revised) or section 29 of the Private Funds Act (as revised).
According to 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:
Unless the 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 the 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 a subsequent events note confirming that final distributions have been made to investors.
The conditions under which a regulated fund may qualify for an audit waiver are specified 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 basis for each audit waiver request; multiple bases in a single request will not be considered.
According to 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, if a fund requests an audit exemption for two consecutive years, the Authority may require additional information from the fund’s operators or administrator regarding the reasons for the inability to produce audited financial statements.
Under section 13(1) of the Private Funds Act (PFA), a Private Fund is required to have its financial statements audited annually by an auditor approved by Cmrai. Additionally, the Private Fund must submit its Fund Annual Return (FAR) along with the audited financial statements and an operator declaration to Cmrai within six months after the end of each financial year.
Yes, all Private Funds that were active as of 7 February 2020, or were registered after that date (including before the end of the transitional period on 7 August 2020), are required to submit their Fund Annual Return (FAR), audited financial statements, and operator declaration for the 2020 financial year within six months of their financial year-end. The audits must comply with the local audit sign-off requirement.
The Private Funds (Annual Returns) Regulations, 2021, gazetted on 25 March 2021, outlines the reporting requirements to be included in the FAR when submitting audited accounts to the Authority. The FAR was released on 9 July 2021, and the deadline for filing the 2020 audited accounts and FAR has been extended to 30 September 2021. Please refer to the Private Fund section for more details regarding the private fund FAR.
The FAR captures the reporting requirements for private funds as per the Regulations. However, the Regulations also require reporting certain information related to the private fund’s related entities. Private funds must report this information through the separate Related Fund Entity Form (RFE Form). Therefore, private funds must submit both the FAR and the RFE Form to satisfy the reporting requirements. Please note that due to the issuance of an updated private fund FAR form, private funds only need to submit the RFE form for financial year-end filings up to 30 November 2021.
A separate RFE form is required for financial year-ends up to 30 November 2021. For financial year-ends of 31 December 2021 and later, only the updated private fund FAR form (PFR-049-77-02) needs to be filed. This updated FAR form combines the initial FAR form (PFR-049-77) and the RFE form (RFE-050-77), thus eliminating the need for ongoing RFE form filings.
A Private Fund, even if it is an AIV in a structure under a non-Cayman main fund, must comply with section 13(1) of the PFA, which requires the Private Fund to have its financial statements audited annually by an auditor approved by Cmrai. The Private Fund must also submit its audited accounts and Fund Annual Return (FAR) to Cmrai within six months of the financial year-end.
The Private Fund can meet its obligation under section 13(1) of the PFA in one of the following ways:
For a Private Fund that is an AIV in a structure with other Cayman AIVs individually registered as private funds, the following options are also available to fulfill the Private Fund’s obligation under section 13(1) of the PFA:
Regarding option 2 above, there are no regulatory obligations under the PFA for the non-Cayman main fund or any other non-Cayman entities included in the consolidated/combined financial statements that are not subject to Cmrai regulatory oversight.
The term “alternative investment vehicle” in the Private Funds Regulations, 2020, defines an AIV as a vehicle/entity formed according to the constitutional documents of a private fund (as defined in the Private Funds Act). This definition does not include other entities/vehicles considered AIVs within the overall structure but not directly associated with the regulated private fund. Part B of the Schedule to the Private Funds (Annual Returns) Regulations, 2021, requires information about each of the private fund’s AIVs and sub-funds (including non-Cayman AIVs/Sub-funds) to be included in the FAR.
Additionally, any AIVs of a regulated private fund, which are also separately registered as private funds, are excluded from reporting operating and financial information in the FAR, as outlined in Section 3(2)(a) of the Private Funds (Annual Returns) Regulations, 2021. These AIVs must file their own FAR separately.
A local third party (not a service provider) may be granted access to the REEFS Portal to submit the FAR Form specifically for private funds. The operators or Registered Office of the private fund must submit a signed authorization letter 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 investment purposes. Therefore, a private fund in this situation is not required to perform or submit an annual audit to the Authority within six months of the financial year-end. However, under Regulation 3(2) of the Private Funds Regulations (as revised) (PFRs), the fund must 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 applies to funds required to be audited under Section 13(1) of the PFA. The Waiver Policy does not apply to a private fund that has complied with Regulation 3 of the PFRs.
However, it is important to note that, even though a private fund that has complied with Regulation 3 of the PFRs is not required to perform an audit or file audited statements, the PFA grants the Authority the residual power to demand or require any information from a private fund, including an audit. These powers are outlined in Parts 4 and 5 of the PFA and are not affected by filing a declaration under Regulation 3(2) of the PFRs.
Mutual Fund administration involves managing and controlling all, or the majority of, a mutual fund's assets, overseeing the administration of the fund, providing the principal office in the Cayman Islands, or offering operator services to the fund.
A principal office is the location maintained by a licensed Mutual Fund Administrator where the administrative operations of the fund are conducted. This includes calculating the net asset value (NAV), handling share subscriptions and redemptions, maintaining the fund's corporate and financial records, communicating with investors, and acting as a liaison between the fund and the Authority.
Yes. If a licensed Mutual Fund Administrator is structured as a company, it cannot issue shares, and any person owning or having an interest in shares in the company is prohibited from transferring, disposing of, or dealing with those shares or interests without permission from Cmrai.
An administrator's letter of consent is a document in which the administrator agrees to take on the role of administrator, specifying the name of the fund and outlining the services to be provided.
A list of Mutual Fund Administrators licensed by the Authority can be found on the Funds’ Statistics and Regulated Entities page of this website. The list is updated every quarter.
Details and information needed for a Mutual Fund Administrator's licence application are outlined in the Mutual Fund Administrators Licence (Applications) Regulations 2001. Applications should be submitted electronically through the Authority’s secure Regulatory Enhanced Electronic Forms Submission (REEFS) web portal, which can only be accessed by authorized service providers. For further details, see licensing requirements.
When evaluating if a person is "fit and proper," the Authority considers factors such as (a) honesty, integrity, and reputation; (b) competence and capability; and (c) financial stability. The Authority has issued guidance on this matter. To view this guidance, visit the Rules, Statement of Guidance page.
Obtaining a Mutual Fund Administrator's Licence typically takes around 6-8 weeks.
Please refer to the Mutual Fund Administrators Licence (Applications) Regulations 2001 for details.
Required documentation for adding a director includes:
Audited Financial Statements must be submitted via email to [email protected].
The main documents required include:
Additional documents needed to complete the revocation/cancellation process include:
Additionally, the MFA should be in "good standing" with the Authority. The Authority may request further information, clarification, or additional documentation as needed.
New director applications must be submitted via the Director’s Gateway Portal. Once on the portal, select “Initial Registration” and fill out the required information. After the Authority processes your application, you will receive a unique Identification Number and further instructions via your registered email. These instructions will guide you to complete the registration and pay the annual fees for the year.
You have 14 calendar days from the receipt of your unique identification number and instructions to log into the Director’s Gateway Portal to complete your registration and pay the required annual fees.
If you do not complete the registration and pay the fees within 14 calendar days, your application will be returned. If you still intend to register under the DRLA, you will need to resubmit a new application for consideration by the Authority.
If your initial application is returned due to failure to complete the registration process and pay the fees within 14 calendar days, your profile in the portal will be deactivated, and the unique identification number will no longer be valid. You will need to submit a new request via the Director’s Gateway Portal if you wish to continue with the registration. A new unique identification number will be issued for the new registration process and fee payment.
When re-submitting a new registration request, you will need to provide the same information as in the initial request, which includes:
First Name:
Middle Name:
Last Name:
Full Western Name:
Gender:
Email Address:
Date of Birth: (dd-mm-yyyy)
Country of Birth:
Associated Fund Name:
Registered Office/Legal Counsel:
Requested Registration Active Date:
No. Applications must be submitted through the Director’s Portal. Any applications sent by mail or email will not be processed and will be returned to the sender.
No, this database will be maintained by the Authority according to the confidentiality provisions under section 50 of the Monetary Authority Act (as revised). This means that your information will not be publicly accessible and is protected from freedom of information requests. However, the public will be able to search your name to verify if you are registered or licensed under the Act. The search results will only display your name, type of registration or license, registration/license number, and the date of issuance.
If you plan to be appointed to a covered entity, such as a registered Mutual Fund or a Registered Person, you should apply to become a director under the Act before your appointment.
If you have any questions regarding registration, you can reach out via email at [email protected]. A representative from the Authority’s Investments Supervision Division will assist you.
The Authority is bound by confidentiality obligations under section 50 of the Monetary Authority Act (as revised), which means certain information related to licensed or registered entities or individuals cannot be disclosed. If a third party, other than the Director, needs to request information or make changes regarding a directorship, a signed and dated Letter of Consent from the Director must be sent to the Authority via email at [email protected].
Your unique 7-digit Cmrai ID can be found on the Personal Details page after logging into the Directors portal.
If you receive more than one unique identification number, please contact the Authority at [email protected]. The relevant Division will help you obtain the correct identification number.
If your name appears on the Authority’s Decision Notice, please contact them at [email protected]. A representative from the Authority’s Investment Supervision Division will respond accordingly.
If you are certain that you are a director on a covered entity but did not receive your unique identification number from a registered office service provider, contact the Authority directly at [email protected]. The relevant Division will assist you in obtaining the correct identification number.
If you anticipate that your application may require additional processing time, the Authority recommends submitting your request as early as possible. This will help ensure that your application is processed within the 48-hour timeline, particularly if you wish to be appointed to a covered entity that is awaiting registration with the Authority.
Each director is required to use their own email address when registering, rather than that of a third party or service provider.
While you may use a corporate email address, a personal email address is recommended to ensure that you continue receiving relevant communications from the Authority even after leaving the corporation.
You can reset your password by selecting the "Forgot Password" option on the portal’s home page. A temporary password will be sent to your registered email address.
You can update your email address by navigating to the “e-mail” section on the Personal Details page within the Directors portal.
If your name is listed on the Authority’s Warning Notice, please contact them at [email protected]. A representative from the Authority’s Investment Supervision Division will assist you.
Resigning from the board of a covered entity, such as a Cayman-regulated mutual fund, is different from surrendering your director’s registration under the Act. When you resign as a director of a Cayman-regulated fund, this does not automatically surrender your director’s registration. You will still be considered an active director and must comply with the Act until the surrender procedure is completed.
No, you do not need to be registered under the Act to serve as a director on a private fund, regardless of the fund's legal structure, as private funds are not classified as covered entities under the Act.
If you are a natural person acting as a director on 20 or more covered entities, you must apply for a professional director’s license. Registration applies if you are acting on fewer than 20 covered entities.
No, you only need to either be licensed or registered, not both. If you have a license, you do not need to register, and if you are registered and do not act on more than 20 directorships of covered entities, you do not need a license.
To confirm, you should seek independent legal advice from attorneys in the Cayman Islands. They can advise you on the appropriate course of action. Even if you qualify for an exception from licensing as a professional director, you must still register under Part II of the Act.
Covered entities must inform the Authority of any changes to their board of directors. You should coordinate with your covered entities to ensure they have notified the Authority of your resignation(s). Additionally, you must manage your directorship via the Director Portal, submitting all resignation requests along with the required documentation through the portal.
The Act is applicable to directors of companies that are:
If you're unsure whether the Act applies to you, it's recommended to seek independent legal advice from your Cayman Islands attorneys. They can guide you on the appropriate course of action.
If you violate any provisions of the Act, the Authority will refer your case to the Director of Public Prosecutions or the Attorney General’s Chambers, who will then decide how to proceed with the matter.
All information you provide to the Authority is considered material. If there are any changes to this information, you must update the Authority within 21 days, as required by the Act. If no changes have occurred, you will need to confirm this when paying your annual fee.
The Authority requires full disclosure of any disciplinary or legal actions taken against you to properly assess the suitability of your application for approval.
The initial registration fee of CI$700.00/USD$853.65 is due at the time you submit your request to be registered as a Director under the Act, regardless of when the request is made during the year.
Your annual director fee of CI$700.00/USD$853.65 must be paid through the Director’s portal by 1 January each year, provided you haven't surrendered your license before 31 December of the previous year. Payment is only accepted via the portal, which supports Visa debit and MasterCard credit cards. Payments made through other methods will be returned at the sender’s expense. Please note that if you use a Visa or MasterCard debit card, your bank may apply a higher exchange rate, and the Authority will not refund any difference.
Annual fees are due by 1 January each year. If payment is made after 15 January, a penalty of 1/12 of the annual fee will be applied for each month the fee remains unpaid. For more details, please email [email protected].
You can direct your questions regarding director fees to the Authority’s Finance Division by emailing [email protected].
If you encounter issues with payment submission via the portal, please take a screenshot of the problem and email it, along with any other relevant information, to [email protected]. A representative from the Authority’s Investments Supervision Division will assist you.
To re-register as a Director, follow the link below and submit your request. On the webpage, select “Initial Registration” and proceed accordingly.
Resigning from the board of directors of a covered entity, such as a Cayman regulated mutual fund, is different from surrendering your director registration under the Act. When you resign as a director of a Cayman regulated fund, it does not mean you have surrendered your director registration. You will still be considered an active director and must remain compliant under the Act until the surrender process is fully completed.
Before surrendering your directorship, log into the portal and resign from all covered entities under your directorship by selecting the appropriate reason and uploading the required documentation. Once completed and you’ve uploaded all necessary documents for your removal from all existing funds, click “Save All Changes” to return to the Action Centre. There, you’ll see the “View Outstanding Fees” option in orange. Click this option to view the fees due for surrender and proceed to the payment screen. Note that the surrender option will only be available once all outstanding fees and penalties (if applicable) are paid. To surrender, select “Change Category or Surrender,” which will take you to the payment screen to pay the surrender fee and confirm the following:
Additionally, to fully surrender as a director, you must pay a surrender fee of CI$600.00/US$731.70. Once the process is complete, the Authority will confirm that you are no longer a director of any covered entity and proceed to deregister you. If you remain a director on any covered entity, the Authority will not be able to process your application. The Authority also reserves the right to request further information as necessary.
Log into the Portal, complete the information under “Surrender,” and pay the surrender fee of CI$600.00/US$731.70 on or before 31 December of the calendar year. If you do not surrender by 31 December, you will be liable for the fees of the following year.
Once the fee is paid, you must confirm the following on the Portal:
Covered entities must notify the Authority of any changes to their board of directors. You need to coordinate with your covered entities to ensure they have notified the Authority of your resignation(s). You also need to log into the Director Portal to manage your directorships. All resignation requests must be submitted through the Director Portal, along with the required documentation confirming the change.
If you are still a director on a covered entity or remain registered as a director under the Act at the start of the new calendar year, the Authority will not process your surrender application for the previous year. You must formally resign from all directorships and surrender your license/registration by 31 December of that year. If you fail to complete the surrender process before the next calendar year, you will be liable for the fees for the following year(s).
If you encounter any technical issues while surrendering, immediately contact [email protected] before 31 December, providing details of the issue, including supporting evidence such as a screenshot of the error.
Log into the Portal, complete the required information under “Surrender,” and pay the surrender fee of CI$800. After the payment, the appropriate Division will contact you with further instructions.
If a Fund is under License Termination (“LUT”), can all the directors resign?
Directors of an entity under LUT must remain on the fund until the de-registration process is complete if no liquidator has been appointed. If the LUT process is not completed by 31 December of the respective year, directors will need to pay the annual director’s registration fee for the following year.
If a Fund is under License Liquidation (“LUL”), can all the directors resign?
Directors of an entity under LUL are typically removed when a Liquidator is appointed. Upon the Liquidator’s appointment, all director powers cease. However, directors must pay the annual registration fee for the following year if they continue acting as directors. If not, they should log onto the Director Portal and surrender their directorship accordingly; otherwise, the annual fees for the next year will apply.
You should take a screenshot of the issue you’re facing and provide any other relevant details to [email protected]. A representative from the Authority’s Investments Supervision Division will then contact you.
To manage your directorship, you need to log into the Director Portal and submit the appropriate documents based on the change you wish to make:
Appointment:
Resignation:
Applicants for registration need to provide the following personal details through the Director’s portal:
You have 14 calendar days after receiving your unique identification number and instructions to log into the Director’s Gateway Portal to complete your registration and pay the required annual fees.
If you do not complete the registration process and pay the required fees within 14 calendar days, your application will be returned. If you still wish to be registered under the DRLA, you will need to submit a new request for consideration by the Authority.
If your application is returned due to failure to complete the registration process and pay the fees within 14 calendar days, your initial profile on the portal will be deactivated, and the unique identification number issued to you will no longer be valid. You will need to submit a new request via the Director’s Gateway Portal if you still wish to register as a director. A new unique identification number will be issued, which you will use to complete the registration process and pay the required fees.
When re-submitting a registration request, you will need to provide the same information as you did during the initial registration. This includes:
First Name:
Middle Name:
Last Name:
Full Western Name:
Gender:
Email Address:
Date of Birth (dd-mm-yyyy):
Country of Birth:
Associated Fund Name:
Registered Office/Legal Counsel:
Requested Registration Active Date:
Applicants should receive confirmation of their registration within 48 hours of submitting their application.
If your application hasn’t been approved within 48 hours, it likely means the Authority requires additional information before finalizing it. You can reach out to the Authority at [email protected] for further details about your application.
If your application is at risk of being denied, the Authority will notify you, explaining the reasons and offering you the chance to respond. If your application is ultimately denied, you will be formally informed by the Authority.
Once your application is approved, you will receive an email confirmation from the Authority. To maintain good standing and compliance under the Act, you must pay an annual fee by 15 January each year and confirm the information you provided during your application.
If you start serving on the board of more than 20 covered entities within a year, you’ll need to apply for a license under the Professional Directors category before joining the 20th entity. You can complete the necessary process via the portal, and any further questions can be directed to [email protected].
All applications must be submitted through the director portal. After receiving your Unique ID, you can log into the portal, where you’ll be prompted to set a password on your first login.
If you have any questions about licensing as a professional director, you can email [email protected]. A representative from the Authority’s Fiduciary Division will get in touch with you.
No, only natural persons can be licensed as professional directors. Companies need to apply for a corporate director’s license.
No, you only need one or the other. If you have a license, you don’t need to be registered, and if you’re registered and don’t serve on more than 20 boards of covered entities, you don’t need a license. You must either be licensed or registered, but not both.
Applicants for licensing will need to provide the following:
Applicants can expect to receive confirmation of their license within four weeks.
If your application isn’t approved within four weeks, it likely means the Authority needs more information from you before finalizing it. If you were already a director of covered entities when the law came into effect, you may continue to serve until your application is processed. However, if you weren’t a director at that time, you must wait for your application to be processed before serving as a director. It’s advisable to apply for your license well before your 20th covered entity is launched.
You will receive a confirmation of your licensing from the Authority. To maintain your status, you will need to pay an annual fee by January 15th each year and verify the information you provided during your application process.
You need to be covered by a D&O insurance plan, whether it’s one you obtain yourself, one offered by the entities you serve, part of a group plan, or another suitable option. The insurance doesn’t have to be from a Cayman Islands insurer but should be from a reputable company familiar with this type of coverage.
You should consult with legal professionals in the Cayman Islands for guidance. Even if you qualify for an exception to the licensing requirement, you still need to register under Part II of the Act.
No, only natural persons can be licensed as professional directors. Companies must apply for a corporate director’s license.
No, registration is only available to natural persons. Companies must apply for a corporate director’s license.
The following types of companies can apply for a corporate director's licence:
Regardless of the number of covered entities, every company must have a licence under the Act, a company management licence, or a mutual fund administrator’s licence.
If your company’s subsidiaries are not licensed under the Companies Management Act or the Mutual Funds Act, they will need to obtain a licence.
The following information must be provided by the corporate director:
The following information must be provided by natural persons on the board of the corporate director or those who own more than 10% of its voting interests:
Applicants should expect to receive confirmation of licensing within four weeks.
If approval takes longer than four weeks, it likely means that the Authority needs additional information from the corporate director or its shareholders/directors. If the corporate director is already serving on covered entities when the Law takes effect, it can continue in that role until the Authority processes the application. However, if it is not serving as a director at that time, it must wait for the application to be processed before taking on directorship roles. It is advised to apply well before the launch of your covered entity.
If the application is likely to be denied, the Authority will contact the corporate director, explain the reasons, and offer an opportunity to respond. If the application is ultimately denied, the Authority will notify the corporate director of the refusal.
Upon approval, the corporate director will receive a confirmation of licensing from the Authority. To remain in good standing, it must pay an annual fee by January 15 each year and reconfirm the information provided during the application process.
If you have questions, you can email [email protected]. A representative from the Authority’s Fiduciary Division will get in touch with you.
No, registration is only required for natural persons acting on fewer than 20 covered entities. You should apply for a licence as a professional director.
No, professional director licenses are only available to natural persons. Companies must apply for a corporate director licence instead.
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