Cayman Islands Master Fund Registration Update
As anticipated by our client update of 17 February 2012, the legislation aimed at the registration of master entities in a master/feeder structure has been revised, expanding the scope of the registration requirement.
Changed Definition of "Master Fund"
The Mutual Funds (Amendment) Law, 2012 (the "Amendment") is aimed at bringing master entities which have either:
(a) just one regulated feeder fund investor; or
(b) one or more direct or indirect regulated feeder funds,
within the scope of the existing "master fund" registration regime.
Implications for Intermediate Entities, Holding Companies, Trading Subsidiaries and Liability Blocker Entities in Fund Structures
The way that the Amendment is worded means that you will need to assess the impact on your existing fund structures which involve:
(a) intermediate entities between a registered feeder fund and the relevant master entity; or
(b) use by a master entity of one or more Cayman Islands holding companies / trading subsidiaries; or
(c) use by a master entity of Cayman Islands incorporated liability blocker vehicles.
Registration Period for Existing Structures
The Amendment came into force on 10 January 2013.
However, a Financial Services Industry Advisory was issued on 11 January to the effect that existing but unregistered master entities which will now qualify as "master funds" would have until Friday, 1 March 2013 to register.
Accordingly, for such existing but unregistered master entities there will be a seven week period from 10 January 2013 within which to register .
Where a review of a fund structure identifies an additional entity in respect of which "master fund" registration is required, the process remains as before:
(a) the information needed to complete the Form MF4 should be obtained (e.g. names and details of all feeders, including onshore ones, whether the master fund will have investors other than the regulated feeder funds and auditor details and applicable accounting principles);
(b) consider whether it is appropriate to update the offering document for the feeder fund(s) to refer to the master fund being registered; and
(c) where the auditor or administrator for the master fund differs from the Cayman Islands regulated feeder fund, obtain any additional consent letters to file with the MF4.
The fee payable to the Cayman Islands Monetary Authority on registration of a "master fund" will remain at US$3,048.78.
Where you are contemplating a launch in the immediate future on which Maples and Calder are advising, your usual Maples and Calder contact will call you to guide you through the analysis and the required steps.
Where you have one or more fund structures existing as at 10 January 2013 which involve intermediate entities, master entities, holding companies, trading subsidiaries or liability blocker vehicles and you are a Maples and Calder client, your usual Maples and Calder contact will be in touch shortly to advise on whether or not the particular entities need to be registered prior to 1 March 2013 and, if so, to assist with the registration process.
If you are not an existing Maples and Calder client, you are welcome to contact one of our Global Funds Group partners listed above to discuss registration requirements for any of your Cayman Islands funds.
For further information please speak to your usual contact or one of the persons listed above.