The DMS Group (“DMS”), together with MDO and MontLake are pleased to announce an agreement¹ to create a leading, global governance and third-party management company. The resulting company will offer an extensive portfolio of services and operate from eight global locations, including four European offices, with over 260 employees, as it extends further into key markets.

Derek Delaney, DMS Global CEO commented, “As our industry continues to evolve rapidly, we identified a demand from clients for a robust and comprehensive service provider and, following this deal, our clients will now be able to take full advantage of an expanded suite of services. This is an opportunity to combine the expertise and depth of experience of DMS, MDO and MontLake to create a third-party management company offering that is unparalleled in terms of talent and the extent of services provided.”

Martin Vogel, CEO of MDO commented, “The combined companies will deliver substantial benefits for clients and employees, bringing together three highly successful and complementary organisations with proven track records and a shared, strategic commitment to achieve growth.”

Cyril Delamare, CEO of MontLake added, “Partnering with DMS and MDO is a significant milestone for MontLake and further strengthens our product offering, together with increasing our global physical presence in new jurisdictions including Luxembourg, the U.S. and the Cayman Islands. We will continue to provide our high-quality client service in addition to our successful investment solutions, bringing quality fund products to pan European investors.”

The transaction between DMS, MDO and MontLake creates a leading and unique service provider across multiple asset classes and jurisdictions. Clients from all three companies will benefit from a leading and global third-party management company, offering a wider range of services, with dedicated and highly-qualified staff working from well-established operations in Luxembourg, Ireland, the UK, North America, the Cayman Islands and Asia.

About DMS

DMS Governance is the worldwide leader in governance + risk + compliance, representing leading investment funds and managers. DMS is supported by an experienced team of industry professionals in eight locations across the globe. Since 2000, DMS has delivered high-quality, professional services to a diverse range of investment fund structures and strategies and is proud to be the leading, independent provider of AIFM, UCITS Management Company and MiFID services to many of the largest institutional investors and asset managers globally. Through its in-depth knowledge across every aspect of the governance landscape, DMS has been the driving force in the shaping of today’s industry.

About MDO

MDO is a leading UCITS management company and Alternative Investment Fund Manager in Luxembourg with a long and recognised track record providing high-quality, solution-driven services to both UCITS and AIFs including full UCITS management company and AIFM services, risk management, compliance monitoring, fund governance, substance solutions and supervision of delegates. MDO also offers introductions to experienced independent directors who can act as independent Board Directors and Conducting Officers of a diverse range of Luxembourg domiciled investment and management companies, including UCITS, non-UCITS and alternative investment funds. MDO has been operational in Luxembourg for 17 years.

About MontLake

Founded in 2009, MontLake is headquartered in Dublin with offices located across Europe. Combining world-class infrastructure solutions with the world’s leading investment managers, MontLake oversees over $8 billion of assets, across a suite of products. MontLake Management Limited is an Irish Super Management Company authorised by the Central Bank of Ireland both as a UCITS Management Company and Alternative Investment Fund Manager and has passported its services into Luxembourg, Germany, France and Malta. MontLake Management Limited supports the launch of funds either as a standalone structure or as a sub-fund on one of the multi-award winning MontLake platforms and is today managing UCITS, Alternative UCITS, Hedge Funds, Real Estate, Infrastructure and Private Equity.

¹MontLake transaction subject to regulatory approval.

We understand that as a client, you may have some questions, please see our FAQ’s here.

Will there be any change to DMS client services?
No. Client services will continue uninterrupted as they do now, and clients will benefit from the enhanced and increased service offering of both firms. The joining of firms allows for one complete platform across Europe.

Will the same staff continue to provide services?
Yes. There will be no change to your day-to-day contacts, and you will continue to be serviced by the same DMS team as before.

What are the ownership stakes being acquired?
The financial terms are not being disclosed however, management control of the firm will remain consistent with the addition of several key/qualified persons from MDO/MontLake.

Will there be any change to how client data is managed and held?
No. Data will be managed and held in the same manner by DMS. Cybersecurity and confidentiality remain a top priority.

How will DMS’ clients benefit from this investment?
The investment will allow DMS to grow both in terms of range of services and by increasing their global reach as they expand into new European markets.

Will there be any changes to DMS leadership or team?
DMS leadership and the management team will remain the same with further management additions from MDO/MontLake and promotions from within the existing team.

For any enquiries relating to the above please contact your usual DMS representative or Alison Mitsas or Amber Ramsey below:-

Alison Mitsas

Marketing Director

Cayman Islands

amitsas@dmsgovernance.com

(P) +1.345.749.2514

(C) +1.345.325.1776

Amber Ramsey

Executive Director

Cayman Islands

aramsey@dmsgovernance.com

(P) +1.345.749.2428

(C) +1.345.326.3299

The post The DMS Group, MDO And MontLake Create Leading Global Governance Firm appeared first on DMS Governance.

The extended IRS Form 1065 filing deadline for the 2019 tax year will be 15 September 2020. Funds that have launched in 2019 or are otherwise considering the appointment of a U.S. Partnership Representative should ensure that they meet this deadline.

The new partnership audit rules that came into effect for tax years beginning 1 January 2018, require partnerships (or entities treated as partnerships for tax purposes) to appoint a Partnership Representative for each tax year.

The Partnership Representative must be named on the partnership tax return Form 1065. The Partnership Representative must also have a substantial presence in the United States. A substantial presence requires the Partnership Representative to have:-

• a U.S. taxpayer identification number
• a U.S. telephone number and a U.S. street address
• be available to meet in person with the IRS at a reasonable time and place and
• if the Partnership Representative is an entity, the partnership must appoint an individual who meets the substantial presence requirements to act as the “designated individual” of the entity serving as Partnership Representative

If a partnership does not appoint its own partnership representative (“PR”), the IRS can select any person to serve as PR with the power to bind the partnership and all its partners.

Although there is no strict technical requirement in the Regulations that a PR be a U.S. citizen, as a practical matter this is reality because it can be challenging for a non-U.S. citizen to obtain a TIN number.

ELECTING-OUT

There are strict eligibility requirements to opt out of the new regime, which includes the number and type of partners in a partnership and notification requirements to each partner. Virtually all hedge and private equity partnerships will not be eligible to elect out of the new audit rules due to not meeting the eligible partner requirement. Should the fund be eligible to elect out, this election must be made in a timely filed tax return. Partnerships should carefully consider the eligibility requirements with their tax advisor to determine the viability of opting out of the new regime.

THE DMS PARTNERSHIP REPRESENTATIVE SOLUTION

DMS provides a comprehensive, competent and qualified U.S. Partnership Representative solution that meets all IRS requirements and protects the interests of the partnership. Accordingly, the PR and the Designated Individual acting on behalf of the DMS Entity Partnership Representative shall not, without the prior written approval of the General Partner:

• engage advisors;
• schedule or attend meetings or conference calls with the IRS or advisors, unless additionally attended by the General Partner or such advisors as the General Partner shall appoint;
• file requests, protests, court filings, settlements, or other documents with the IRS or courts;
• propose, consent to or otherwise enter into any material agreements with the IRS (including waivers or extensions of statutes of limitations and settlement agreements); and
• make any election on behalf of the Partners or Partnership.

KEY DIFFERENTIATORS OF DMS PARTNERSHIP REPRESENTATIVE SERVICES

SCALE AND LENGTH OF SERVICE
Visibility and access to best global fund governance + risk + compliance practices.
18+ years delivering market leading solutions to the investment management community.

POOL OF EXPERIENCED PARTNERSHIP REPRESENTATIVES
A pool of highly skilled and experienced compliance specialists with extensive fund governance and regulatory experience.

GLOBAL FIRM WITH LOCAL KNOWLEDGE
8 global locations servicing clients across 6 time zones with a robust U.S. presence.

For additional information, please contact your usual DMS professional or any one of our team below to assist you in evaluating your service options.

Paras Malde

Director

Cayman Islands

pmalde@dmsgovernance.com

(P) +1.345.749.2596

(C) +1.345.326.1966

Scott Davidoff

Director

New York

sdavidoff@dmsgovernance.com

(P) +1.212.403.2796

(C) +1.201.336.4199

The post Have You Appointed Your U.S. Partnership Representative? What you need to know appeared first on DMS Governance.

亚洲基金经理需知

继我们最近收购Oligo Swiss Fund Services ，欢迎参加此在线研讨会，了解有关在瑞士发行基金产品的更多信息。在线研讨会的重点将是海外基金如何在瑞士募资及配销，以及在亚洲现有可用的基金互认计划。

讲者: Matteo Risoldi and Luis Pedro (Oligo Swiss Fund Services)
主持人: Connie Wong
日期/时间: 2020年7月30日，星期二，北京时间上午10点

The post 海外基金在瑞士募资 appeared first on DMS Governance.

A key trend in recent years for financial services law and regulation is convergence. Keen readers of the Private Funds Law, 2020 (the “PFL”) will have noted requirements with respect to valuation, safekeeping of fund assets and cash monitoring that are conceptually similar to investor protection mechanisms found in other jurisdictions.

New investor protection Rules have recently been released by The Cayman Islands Monetary Authority (“CIMA”) regarding hedge funds regulated under the Mutual Funds Law (2020 Revision) (“Regulated Mutual Funds”) and private (closed end) funds that are registered under the PFL (“Registered Private Funds”).

The Rules dealing with segregation of fund assets have been issued for both Regulated Mutual Funds and private funds, which further align the open and closed end regulatory regimes with each other and those in other key jurisdictions.

SEGREGATION OF ASSETS REQUIREMENTS

CIMA has published Rules on the segregation of assets for both Regulated Mutual Funds and Registered Private Funds (the “Segregation Rules“). In both cases, the overriding requirements of the Segregation Rules, is that a fund regulated by CIMA must ensure that none of its service providers use any of the financial assets and liabilities of the fund (including investor funds and investments) to finance their own or any other operations in any way.

CIMA, in a letter dated 30th June 2020, has confirmed that the Segregation Rules are not intended to prohibit rehypothecation or sub-custodial arrangements.

Regulated Mutual Funds and Registered Private Funds (collectively “regulated funds”) share similar Segregation Rules and specify that none of the following shall constitute the financing of the Service Provider’s own operations:

• Remitting to the relevant investors the redemption, withdrawal or distribution proceeds being paid on behalf of the fund;
• Paying fees, charges and expenses that are payable by an investor in connection with the purchase, conversion, holding, transfer or redemption of equity or investment interests of the fund;
• Acquiring or disposing of assets for investment purposes in accordance with the fund’s governing documents and offering document / marketing materials; or
• Paying fees, charges, expenses and taxes that are properly payable by the fund and as disclosed in and in accordance with the fund’s constitutive documents or the offering document / marketing materials or as otherwise disclosed to investors.

In all instances, the operators (board of directors, GP or similar governing body) of a regulated fund must establish, implement and maintain (or oversee the establishment, implementation and maintenance of) strategies, policies, controls and procedures to ensure compliance with the Segregation Rules, consistent with the regulated fund’s offering document / marketing material and appropriate for the size, complexity and nature of the regulated fund’s activities and investors.

Operators of a Regulated Mutual Fund must also ensure that:

1. A Service Provider is appointed with respect to ensuring safekeeping of the Regulated Mutual Fund’s Portfolio;
2. The asset title verification function is independent from the portfolio management function or that potential conflicts of interest are properly identified, managed, monitored and disclosed to the investors of the Regulated Mutual Fund. This is similar to the safekeeping of fund assets requirements under the PFL.

REGULATED MUTUAL FUNDS – OFFERING DOCUMENT REQUIREMENTS

The new Rule will apply to any document where equity interests in the Regulated Mutual Fund are offered for sale or persons are invited to subscribe for, or purchase, equity interests in the Regulated Mutual Fund, typically an offering document.

The Rule is specific and detailed, in contrast to previous principle-based requirements, but covers disclosures that are largely usual and customary, so any amendments to the Offering Documents in order to meet compliance will generally be minor.

The new Rule does, however, include a requirement of a mandatory statement regarding CIMA in an exact form (the “Mandatory Statement”). This is a new requirement and means that every new Offering Document including updates to an Offering Document will require some minor adjustment to be compliant.

REGISTERED PRIVATE FUNDS – MARKETING MATERIALS REQUIREMENTS

The new Rule will apply to any Registered Private Fund that intends to prepare any documents for investor review prior to the purchase of investment interests in a Registered Private Fund, including but not limited to offering documents, but does not require the preparation of such Marketing Materials (e.g. if there will be no further investments).

Whilst this Rule does not represent significant changes, the requirement to include the Mandatory Statement will also apply to Registered Private Funds and therefore all new or updated Marketing Materials prepared will need to be amended to incorporate the new amendments.

Penalties for non-compliance
In the case of breaches of the Rules, CIMA’s regulatory policies and procedures as contained in its Enforcement Manual will apply, in addition to any other powers provided in the MFL, PFL and the Monetary Authority Law.

To find out how DMS can help your Fund comply with the safekeeping requirements or for any queries in relation to the above, please contact your usual DMS representative or contact us below:

If you have any questions please reach out to your usual DMS representative or contact us below:

The post CONVERGENCE – New Rules Impacting Regulated Funds In The Cayman Islands appeared first on DMS Governance.

The four eyes principle is a requirement that two individuals must approve an action before it can be taken. It is confirmed that CIMA will extend the four eyes principle to Private Funds. A minimum of two (2) directors are required for applicants that are companies, and a minimum of two (2) natural persons are to be named in respect of a general partner or a corporate director of a Private Fund.

Unlike the open-ended fund regime, it is not currently required that these individuals be CIMA Registered Directors, and there is currently no independence requirement. It is, however, anticipated that non-Cayman Investment Managers will require at least one independent person who is familiar with Cayman requirements to be named as a director of a fund / manager of a GP. Independent governance can also be introduced through committees established through amendments of the limited partnership agreement. The dual pressures of increased regulatory complexity and increased investor scrutiny could potentially drive managers to appoint at least one local independent director in order to have oversight of Cayman private funds.

HOW CAN DMS ASSIST PRIVATE FUND MANAGERS?

Fund Governance / Investment Committee:
DMS has the largest pool of full-time professional independent directors based in the Cayman Islands. Many of our directors are very familiar with the unique characteristics of a Private Fund structure and specific asset types. This can be utilized in appointments to Cayman Master / Feeder Funds (often in conjunction with appointments to onshore U.S. entities), as well as appointments of Independent Members to Investment Committees where the investment decisions need to be made independently of the Investment Advisor.

Conflicts Committees:
DMS Governance professionals sit on the Conflicts Committees for a number of Private Fund managers in the U.S.. The appointment of a suitably qualified independent professional to the Conflicts Committee helps to strengthen the overall Governance model of the Investment Manager, providing great comfort to Institutional Investors and may be required to resolve specific ERISA related matters.

Independent Fund Representative:
This role is particularly applicable to Private Debt structures. The role of the IFR is to provide independent confirmation that the valuation process applied to the loans originated onshore and is correctly followed prior to sale to the non-U.S. vehicle. The IFR is not itself valuing the loans, rather it is a governance role that bolsters the ability of the originator to demonstrate that the sale to the offshore vehicle is a truly arms-length transaction.

GP Services:
In some cases the Investment Manager needs to divorce itself entirely from the Fund GP. DMS provides independent directors to the GP, as well as Trustee services via DMS Bank & Trust to hold equity interest in the GP.

Onshore Governance:
More institutional investors are mandating Investment Managers to apply independence to onshore U.S. corporate funds and LP vehicles, with a particular focus on areas such as conflicts mitigation and expense allocations. DMS regularly takes on mandates for U.S. Independent Governance for Private Fund managers. In addition, under the Cayman Private Funds Law 2020, where the GP controls Cayman LP fund(s) filing an application with CIMA it must appoint two individuals to the board of the GP, prompting many groups to appoint at least one Cayman expert to the board of the GP entity.

The post EXTENSION OF FOUR EYES PRINCIPLE TO PRIVATE FUNDS appeared first on DMS Governance.

A Private Fund shall appoint a custodian to:

• hold in custody in segregated accounts opened in the name, or for the account, of the private fund, the custodial fund assets; and
• verify, based on information provided by the private fund and available external information, that the private 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 if it has notified CIMA and it is neither practical nor proportionate to do so, with regard to the nature of the private fund and the type of assets it holds.
If the private fund is not appointing a custodian, then title verification must be carried out by

• an administrator or another independent third party; or
• the manager or operator, or a person with a control relationship with the manager of the private fund, provided that —
  • the title verification function is independent from the portfolio management function; or
  • potential conflicts of interest are properly identified and disclosed to the investors of the private fund.

HOW CAN DMS ASSIST PRIVATE FUND MANAGERS?

The most logical service providers for this function would be the banking institution or, in certain cases, the administrator that the Private Fund retains. This would allay any independence concerns and the function already aligns with the operational and regulatory requirements of a fund custodian.

As per DMS’ interpretation of the legislation, DMS Bank is providing this service as an extension of its existing banking and custodial service offerings. DMS Bank will:

• Create a segregated account in the name of the fund to custody its assets via a correspondent relationship with State Street Global
• Provide title verification of assets for the Private Fund
• Maintain custodian records of purchases, sales etc for all custodied assets.
• Provide secure access to all custody data via customized portal.

The post SAFEKEEPING OF FUND ASSETS appeared first on DMS Governance.

A Private Fund has a choice of whether to conduct this function by:

• an administrator or another independent third party; or
• the manager or operator, or a person with a control relationship with the manager of the private fund, provided that —
  • the cash monitoring function is independent from the portfolio management function; or
  • potential conflicts of interest are properly identified and disclosed to the investors of the private fund.

HOW CAN DMS ASSIST PRIVATE FUND MANAGERS?

The most logical service provider for this function would be (i) appointed fund administrator or (ii) the banking institution that the Private Fund retains for its fund operating account. This would allay any independence concerns, and the function already aligns with the operational and regulatory requirements of these providers. Additionally, the required data would already be within the possession of these institutions.
A per DMS’ interpretation of the legislation, DMS Bank is providing this service as an extension of it’s existing banking and custodial service offerings. DMS Bank will:

• Ensure all cash of the Fund is booked in accounts with compliant credit institutions (this would apply only to external clients)
• Reconcile all cash flow movements and perform reconciliations on a daily basis, or when cash flow movements occur
• Implement appropriate procedures to identify, as of close of business each day, significant cash flow movements, in particular those inconsistent with Fund Operations
• Monitor on an on-going basis the outcomes of the reconciliations and notify the Fund/Manager if irregularity has not been rectified without undue delay
• Check the consistency of its own records of cash positions with the Manager/Fund.
• Receive information daily about payments made by or on behalf of investors upon the subscription of units
• Receive all relevant information to ensure that the payments are booked in cash accounts opened in the name of or for the benefit the Fund
• Reconcile the subscription orders with the subscription proceeds and the number of units/ shares with the subscription proceeds
• Reconcile the redemption orders with the redemptions paid and the number of units/ shares with the subscriptions paid
• Verify on a regular basis that the reconciliation procedure is appropriate
• Create and present cash monitoring reports to the fund’s BOD, as appropriate.

WHY DMS

DMS has a wide range of sophisticated institutional relationships in the Private Fund space, having been at the forefront of the growth and evolution of this market segment for many years. DMS has worked with leading lawyers and tax advisors in the industry, across a wide range of non-standard, complex structures, and has been in a position to effectively execute on their suggested structures across multiple jurisdictions.

The post CASH MONITORING appeared first on DMS Governance.

欢迎参加我们在线研讨会，您将能够通过此研讨会了解开曼反洗钱法规的最佳行业实践。我们还将分享亚洲基金经理常见的开曼反洗钱问题，并涵盖法规的最新更新。

主题将包括：

1. DMS的反洗钱合规官常见问题
2. 开曼群岛金融管理局审查和其处罚制度

讲者: Susan Ardill and James Kattan.
主持人: Connie Wong
時長: 30分鐘
日期/时间: 2020年7月23日（星期四）北京时间上午10点

点击报名

The post 最新开曼反洗钱更新- 亚洲基金经理 appeared first on DMS Governance.

The DMS Group (“DMS”), the worldwide leader in governance + risk + compliance, announced today that it has acquired Oligo Swiss Fund Services(1), a Swiss FINMA-accredited fund services company.

Founded in 2014, Oligo is authorised and regulated to represent foreign funds distributed in Switzerland with a comprehensive service that includes fund representation, distribution services and arrangements with the paying agent bank. Oligo currently works with more than 500 funds managed globally from all domiciles. DMS has a successful track record as a European AIFM and UCITS Management Company and is supported by an experienced team of industry professionals, unique to any third-party management company offering.

DMS’ European product offering has expanded significantly over the past year and by coming together with Oligo’s skilled and experienced team, will now offer Swiss fund services and bespoke solutions to clients comprising UCITS funds, Hedge funds, Alternative Investment funds, Private Equity funds and ETF certificates distribution to professional and private Swiss investors.

Paul Cahill, DMS COO commented, “We are pleased to welcome Oligo and its specialist team to DMS. This acquisition demonstrates our commitment to growth, both in terms of our geographical reach and the broadening of our existing European client services. Clients looking to access the Swiss market will now be able to take full advantage of our broadened services.”

Luis Pedro, Oligo Chief Executive Officer added, “We are delighted to join DMS, and look forward to becoming part of their team, offering high-quality and expert services globally as they continue on their path of strategic growth. Bringing Oligo to the leading global governance firm expands DMS’ activities to Switzerland adding capabilities to better support clients on their path to fund compliance and distribution in Switzerland.”

About The DMS Group

DMS Governance is the worldwide leader in governance + risk + compliance, representing leading investment funds and managers with assets under management exceeding $350Bn. For 20 years, DMS has delivered high-quality, professional services to a diverse range of investment fund structures and strategies and is proud to be the leading, independent provider of AIFM, UCITS Management Company and MiFID services to many of the largest institutional investors and asset managers globally. Through its in-depth knowledge across every aspect of the governance landscape, DMS has been a driving force in the shaping of today’s industry.

About Oligo Swiss Fund Services

Oligo Swiss Fund Services is a Swiss FINMA-accredited fund services company and are authorised and regulated to represent foreign funds distributed in Switzerland. Oligo provides representation, due diligence, fund structuring and distribution services in Switzerland. Its clients are: UCITS funds, Hedge funds, Alternative Investment funds, Private Equity funds and ETF certificates.

Media Contact
Alison Mitsas, Marketing Director
amitsas@dmsgovernance.com
Tel: +39 327 751 1500

(1) subject to confirmation of non-objection from regulators

Alison Mitsas

Marketing Director

Cayman Islands

amitsas@dmsgovernance.com

(P) +1.345.749.2514

(C) +1.345.325.1776

Amber Ramsey

Executive Director

Cayman Islands

aramsey@dmsgovernance.com

(P) +1.345.749.2428

(C) +1.345.326.3299

The post THE DMS GROUP ACQUIRES OLIGO SWISS FUND SERVICES appeared first on DMS Governance.

开曼群岛私募基金法：2020 年 8 月 7 日登记截止日期

治理、估值、存托、审计及登记义务：亟需采取行动

• 必须立即采取行动，以遵守新的《2020 年开曼群岛私募基金法》，并在 2020 年 8 月 7 日之前登记您的开曼群岛私募基金。这截止日期不会改变。
• 在截止日期之前，该法律中还包含重要的治理、估值、存托和审计规定，而您的私募基金需要遵守这些规定（“规定”）。
• 任何开曼群岛私募基金如未能遵守规定，在截止日期前在开曼群岛金融管理局 (CIMA) 登记，将违反该法律，并可能需要进行强制执行程序。
• 鉴于预计新登记实体的数量以及确保遵守规定（包括可能任命董事）所需的时间，我们建议您立即处理此事。
• 如果您管理或经营着可能是私募基金的实体，请尽快联系您的指定 DMS 代表，以向我们的监管咨询团队咨询相关详情，或者发送电子邮件至 privatefunds@dmsgovernance.com

反洗钱官员——有哪些相关规定？

所有开曼群岛基金和证券投资商业法 (SIBL) 已登记人士均须指定适当、合格且有相关经验的人员担当反洗钱合规官 (“AMLCO”)、洗钱报告官 (“MLRO”) 以及副洗钱报告官 (“DMLRO”)。

AMLCO、MLRO 和 DMLRO 有哪些相关规定？

• 需要选择能够有效履行职责且有充分时间的独立、自主的自然人。
• 需要选择具有相关知识和经验且能够提供相关证明的适当人员。
• 全面了解开曼群岛法律法规就每一职能所规定的职责。
• 熟悉识别可疑行为和向开曼群岛金融报告局提交可疑行为报告的内部书面规程。
• 定期深入接受针对主要反洗钱法律法规和监管指引的全方位的培训。
• 文件和记录保存。

违反合规规定将面临何种惩罚？

根据新版《开曼群岛反洗钱条例》(“AMLR”)，任何人员一旦违反 AMLR 规定，即构成犯罪，经简易判决后，将被处以 625,000 美元罚款；或者循公诉程序定罪后，将被处以罚款和两年监禁。
另外，对违反 AML 规定的人员，CIMA 有权最高处以 125 万美元的罚款。

DMS 如何提供帮助？
DMS 有专门的 AMLCO、MLRO 和 DMLRO 专家团队，随时可供任命。欲了解更多信息，请联系您的 DMS 对接专家，或通过以下方式联系我们：

倪亚齐 NIAZ KHAN 亚太地区常务董事 邮箱: nkhan@dmsgovernance.com 电话：+852.3758.1101 微信号：NiazAKhan	王慧珊 WAI SHAN (CONNIE) WONG 执行董事 邮箱: cwong@dmsgovernance.com 电话：+65.6911.3691 微信号：conniewswong

The post 供 亚洲基金经理 参考的关键资讯： 开曼群岛私募基金 与反洗钱官员 appeared first on DMS Governance.

The Private Funds Law, 2020 (“PFL”) has been amended in several important ways:

1) In the definition of “private fund”:

• “principal business” has been removed so that, for example, a limited partnership engaged mainly in non-fund business, but with some private fund business would not be automatically excluded.
• “offering and issuing of its investment interests” has been replaced with “offers or issues or has issued investment interests” which broadens the definition so that, inter alia, an ongoing offering of investment interests is not required.
• “with the aim of spreading investment risks” has been removed, so that closed end funds with only one investment will not be automatically excluded.
• “for reward based on the assets, profits or gains of the company, unit trust or partnership” has been removed so that a lack of fee payment, or fee payment at a different point in a closed end fund structure will not, in and of itself, create an exclusion from the requirement to register.

2) In Sections 16(4)(b)(ii), 17(4)(b)(ii) and 18(1)(b)(ii) by inserting after the word “identified”, where it appears in those sections, the words “, managed, monitored”. If the disclosure of conflicts of interest option is selected in order to comply with the Section 16, 17 or 18 investor protection provisions, then the management and monitoring requirements would create ongoing compliance obligations.

3) Section 31(1)(d) has been repealed, which means that the Cabinet (effectively the executive part of the Cayman Islands Government) will no longer be able to make regulations “exempting any person or class of persons or business or class of business from any provision of this Law”. Any such exemptions would therefore have to be made by amendment to the PFL itself, which requires the approval of the Legislative Assembly (the parliamentary body).

These changes expand the scope of the definitions in the PFL and may bring into scope vehicles previously excluded, so careful consideration should be given to these changes.

The amendments in full can be found here.

Please note that the deadline for registration and compliance with the Private Funds Law remains 7th August 2020, see our previous update for full registration information.

Should you have any questions or would like to find out how DMS can assist, please contact your usual DMS representative or contact us below:

Daniel Forbes

Managing Director

New York

dforbes@dmsgovernance.com

(P) +1.212.257.5052

(C) +1.646.823.2512

Paras Malde

Director

Cayman Islands

pmalde@dmsgovernance.com

(P) +1.345.749.2596

(C) +1.345.326.1966

The post Cayman Private Funds Law Amended appeared first on DMS Governance.

CAYMAN PRIVATE FUNDS LAW: 7 AUGUST 2020 HARD DEADLINE

GOVERNANCE, VALUATION, DEPOSITARY, AUDIT & REGISTRATION OBLIGATIONS: URGENT ACTION REQUIRED

• Immediate action is required
• in order to comply with the new Cayman Private Funds Law (PFL) 2020 and to register your Cayman private fund(s), prior to 7 August, 2020. This deadline will not change.
• In advance of the deadline there are also significant governance, valuation, depositaryand audit requirements contained in the Law with which your private fund(s) will need to be in compliance (the “Requirements”).
• Any Cayman private fund that fails to comply with the Requirements and register with CIMA by the deadline will be in breach of the Law and potentially subject to enforcement proceedings.
• Due to the anticipated volume of newly registering entities and the time needed to ensure compliance with the Requirements (including possible appointment of Directors), we strongly urge you to address this immediately.
• If you manage or operate an entity that might be a Private Fund please contact your usual DMS representative as soon as possible for a consultation with our Regulatory Advisory Team, or send an email to privatefunds@dmsgovernance.com

AML OFFICERS – WHAT ARE THE REQUIREMENTS?

All Cayman Funds and SIBL-Registered Persons are required to appoint individuals who are suitably qualified and experienced as AML Compliance Officer (“AMLCO”), Money Laundering Reporting Officer (“MLRO”) and as Deputy MLRO (“DMLRO”).

WHAT ARE THE REQUIREMENTS FOR THE AMLCO, MLRO AND DMLRO

• A natural, autonomous and independent person with sufficient time to perform the role effectively.
• A fit and proper person with demonstrable knowledge and experience.
• Comprehensive understanding of the roles and responsibilities of each function in accordance with Cayman Islands laws and regulations.
• Written internal reporting procedures for suspicious activities and filing of suspicious activity reports with the Cayman Islands Financial Reporting Authority.
• In-depth and regular vigilance and refresher training on all aspects of the AML primary laws and regulations, supervisory and regulatory guidance.
• Documentation and record-keeping.

WHAT IS THE PENALTY FOR NON-COMPLIANCE?

Under the updated Cayman Anti-Money Laundering Regulations (“AMLRs”) any person who contravenes the AMLRs commits an offence and is liable on summary conviction, to a fine of US$625,000; or on conviction on indictment, to a fine and to imprisonment for two years. In addition, CIMA has the power to impose administrative fines for breaches of AML requirements up to US$1.25m.

HOW CAN DMS HELP?
DMS has a dedicated team of AMLCO, MLRO and DMLRO specialists available for appointment. For additional information, please reach out to your usual DMS professional, or contact us below:

Niaz Khan

Managing Director, Asia-Pacific

Hong Kong

nkhan@dmsgovernance.com

(P) +852.3758.1101

(C) +852.9137.3236

Wai Shan (Connie) Wong

Executive Director

Singapore

cwong@dmsgovernance.com

(P) +65.6911.3691

(C) +65.8823.4818

The post Key Updates For Fund Managers In Asia: Cayman Private Funds And AML Officers appeared first on DMS Governance.

治理、估值、存托、审计及 登记义务：亟需采取行动

必须立即采取行动，遵守新的《2020 年开曼群岛私募基金法》，并在 2020 年 8 月 7 日之前登记您的开曼群岛私募基金。这一截止日期将不会改变。

在截止日期之前，该法律中还包含重要的治理、估值、存托和审计规定，而您的私募基金需要遵守这些规定（“规定”）。

任何开曼群岛私募基金如未能遵守规定，在截止日期前在 CIMA 登记，将违反该法律，并可能需进行强制执行程序。

由于预计新登记实体的数量以及确保遵守规定（包括可能任命董事）所需的时间，我们强烈建议您立即处理此事。

如果您管理或经营着可能是私募基金的实体，请尽快联系您的指定 DMS 代表，以向我们的监管咨询团队咨询相关详情，或者发送电子邮件至 privatefunds@dmsgovernance.com

欢迎垂询。

DMS 团队

**关于新制度的进一步资料可在以下简短概述和播客中找到**

倪亚齐 NIAZ KHAN 亚太地区常务董事 邮箱: nkhan@dmsgovernance.com 电话：+852.3758.1101 微信号：NiazAKhan	王慧珊 WAI SHAN (CONNIE) WONG 执行董事 邮箱: cwong@dmsgovernance.com 电话：+65.6911.3691 微信号：conniewswong

The post 开曼群岛私募基金法： 2020 年 8 月 7 日登记截止日期 appeared first on DMS Governance.

DMS Governance were pleased to join together with Sadis & Goldberg and Dillon Eustace as they discuss what opportunities they are seeing in the marketplace and ways in which non-U.S. managers can tap into the U.S. markets.

The panel discusses factors that result in EU managers looking to other jurisdictions, and they will be joined by tax and regulatory experts who will discuss various types of structuring and regulatory implications.

Panelists included leading governance, legal and regulatory experts from the U.S. & Ireland:

• David Morrissey, DMS Governance
• Ron Geffner, Sadis & Goldberg
• Donnacha O’Connor, Dillon Eustace
• Seth Lebowitz, Sadis & Goldberg
• Dan Viola, Sadis & Goldberg
• David Lawless, Dillon Eustace

The post Raising money in the new world appeared first on DMS Governance.

The registration and implementation deadline for the Cayman Private Funds Law is fast approaching. By August 7th, fund managers and operators should determine if:

1. The entities within their fund structures are in-scope pursuant to the latest definitions.
2. Relevant details, service provider consent and supporting documentation have been obtained to complete the CIMA Registration process.
3. Each Fund or GP that is required to have two Directors or two natural persons named has made these appointments to satisfy the Four-Eyes Principle;
4. Arrangements have been established within the firm of the Manager or via an Administrator or other third-party provider to ensure compliance with safe-keeping, cash-monitoring and valuation of securities requirements. Such arrangements are the statutory responsibility of the board of directors or GP with fines applicable for non-compliance; and
5. Each entity has AML Officers to be named in the Registration to CIMA. AML Officers to be named in the Registration to CIMA. AML Officers must be named in the registration process and can expect to be the contact point for CIMA with respect to queries that relate to the Anti-Money Laundering, Combating the Financing of Terrorism and Anti-Proliferation control environment for the fund, as well as any ad hoc concerns.

We understand that you may still be in the process of making these determinations. Our team is positioned and ready to help you navigate these requirements ahead of the August 7th deadline.

The post Cayman Private Funds Law: Readiness Assessment appeared first on DMS Governance.

Following DMS’ recent acquisition of Oligo Swiss Fund Services, the audience was informed more about our Swiss distribution offering. The focus of the webinar focused on the recent changes seen to the regulatory framework in Switzerland and what this means for distribution strategy and sales of Swiss funds.

The agenda included:

• Market perspective and appetite of Asia managers who wish to distribute funds in Switzerland.
• The type of funds that can be marketed in Switzerland.
• The type of investors in Switzerland that foreign funds can offer.
• Professional investors vs Private investors.
• What needs to be done to offer foreign funds to respective investors in Switzerland?
• Update on the new Swiss regulatory framework.
• Can funds rely on reverse solicitation.
• How is Cayman perceived as a fund jurisdiction among Swiss investors?

Panelists included: Matteo Risoldi and Luis Pedro from Oligo Swiss Fund Services
Moderated by: Matthew Brown

The post Distributing Foreign Funds to Swiss Investors: What North American and European Fund Managers Need To Know appeared first on DMS Governance.

Learn more about the industry best practices in order to comply with Cayman AML regulations. Our panelists addressed Cayman AML issues and questions that are frequently and commonly asked by fund managers in Asia as well as covering the recent update to regulations.

Topics included:

• Common issues identified by DMS’ AML Compliance Officers
• CIMA inspections and the CIMA penalty regime

Panelists: Susan Ardill and James Kattan.
Moderated by: Connie Wong

The post Latest Cayman AML Updates For Fund Managers in Asia appeared first on DMS Governance.

In late June 2020, the regulations empowering the Cayman Islands Monetary Authority (“CIMA”) to impose administrative fines of up to approximately USD1.25 million were amended. The amendments included various fines specific to non-compliance with provisions in the Mutual Funds Law under which hedge funds are registered with CIMA as well as closed end funds registered under the Private Funds Law (“PFL”).

General non-compliance with the PFL is a statutory office, but one with a relatively small fine of USD25,000, but is considered a “very serious” breach under the administrative fines’ regulations, subject to the maximum fine noted above.

Key areas for PFL compliance are valuation, safekeeping of fund assets and cash monitoring.

In addition to fines which enforce compliance with regulatory requirements, rules are being more frequently issued for funds registered with CIMA that make the requirements more prescriptive, rather than a principles-based approach that we have seen in the past.

This is part of a global process affecting key fund domiciles as they are evaluated by the FATF, OECD and EU for the effectiveness of their regulatory regimes, with respect to combating financial crime, safeguarding investor interests and minimizing systemic risk.

In addition to Rules on Segregation of Assets, CIMA has issued rules on the calculation of Net Asset Values for hedge funds and closed end funds.

These rules require that, among other things:

1. A NAV calculation policy be established;
2. The NAV Calculation Policy (“NCP”) ensures that a Fund’s NAV is fair, reliable, complete, neutral and free from material error and is verifiable;
3. The NAV is calculated in accordance with IFRS, US GAAP or another acceptable standard;
4. The NCP must be disclosed to investors and contain practical and workable pricing and valuation policies, practices, and procedures;
5. The NCP mandates the valuing of assets regularly (at least quarterly for hedge funds and annually for closed end funds);
6. The NCP states the accounting principles or reporting standards that will be followed;
7. The NCP identifies the price sources for each investment type and a practical escalation of resolution procedure for the management of exceptions;
8. For funds registered under the PFL, the NCP defines the role and responsibilities of the person identified under Section 16 in the valuation process. This is the person valuing each asset held by the fund;
9. Deviations from the NAV Calculation Policy must be disclosed in the Fund’s Marketing Materials. Where they are likely to have an effect on the reported NAV, they must be disclosed to the fund’s investors and agreed by the governing body of the fund (GP, directors etc.) in advance of the determination or production of the NAV;
10. For hedge funds, investors must be notified in the fund’s marketing materials if the NAV calculation is not performed by a person independent of the investment manager and governing body, including a justification of why another service provider could not perform this service;
11. For private / closed end funds, investors must be notified of any material involvement by the fund’s investment manager / advisor in the pricing of the fund’s portfolio, or otherwise in the calculation, determination or production of the NAV and any conflicts of interest caused by such involvement;
12. The governing body has ultimate responsibility for oversight of the entire net asset valuation process, and must approve, and review at least annually, the NCP and any Pricing Models.

It is therefore critical that managers remain up-to-date with the evolving regulatory requirements given the global pressures to ensure that all fund regulatory regimes protect investor interests when they are pursuing favorable risk/return profiles in the alternative investment space. The rules and regulations mentioned herein are now effective for CIMA registered funds. For managers of closed end funds, who have not previously dealt with these issues in the Cayman context, this is even more important.

Please contact your usual DMS contact for further information or contact us below:

“Please note that the deadline for registration under the Private Funds Law remains 7th August 2020.”

The post EFFECTIVENESS: Cayman Islands’ evolving standards to impact fund management operations appeared first on DMS Governance.

DMS Governance is pleased to announce that as of August 17th, 2020 our Cayman Islands team will be moving to a new location in Camana Bay. We are pleased to advise that our mailing address, registered office address, telephone and fax numbers remain unchanged.

New physical address:
SUITE 5B201
2ND FLOOR, ONE NEXUS WAY
Camana Bay
KY1 1103
Grand Cayman

Mailing address (unchanged):
PO Box 2587
Grand Cayman
Cayman Islands
KY1-1103

Registered office address (unchanged):
PO Box 1344
Grand Cayman
Cayman Islands
KY1-1108

This is a planned office move and unrelated to COVID-19. We look forward to continuing to work with you and hope to see you at our new office when it is safe to do so.

The post The Cayman Islands Office Is Moving appeared first on DMS Governance.

The extended IRS Form 1065 filing deadline for the 2019 tax year will be 15 September 2020. Funds that have launched in 2019 or are otherwise considering the appointment of a U.S. Partnership Representative should ensure that they meet this deadline.

The new partnership audit rules that came into effect for tax years beginning 1 January 2018, require partnerships (or entities treated as partnerships for tax purposes) to appoint a Partnership Representative for each tax year.

The Partnership Representative must be named on the partnership tax return Form 1065. The Partnership Representative must also have a substantial presence in the United States. A substantial presence requires the Partnership Representative to have:-

• a U.S. taxpayer identification number
• a U.S. telephone number and a U.S. street address
• be available to meet in person with the IRS at a reasonable time and place and
• if the Partnership Representative is an entity, the partnership must appoint an individual who meets the substantial presence requirements to act as the “designated individual” of the entity serving as Partnership Representative

If a partnership does not appoint its own partnership representative (“PR”), the IRS can select any person to serve as PR with the power to bind the partnership and all its partners.

Although there is no strict technical requirement in the Regulations that a PR be a U.S. citizen, as a practical matter this is reality because it can be challenging for a non-U.S. citizen to obtain a TIN number.

ELECTING-OUT

There are strict eligibility requirements to opt out of the new regime, which includes the number and type of partners in a partnership and notification requirements to each partner. Virtually all hedge and private equity partnerships will not be eligible to elect out of the new audit rules due to not meeting the eligible partner requirement. Should the fund be eligible to elect out, this election must be made in a timely filed tax return. Partnerships should carefully consider the eligibility requirements with their tax advisor to determine the viability of opting out of the new regime.

THE DMS PARTNERSHIP REPRESENTATIVE SOLUTION

DMS provides a comprehensive, competent and qualified U.S. Partnership Representative solution that meets all IRS requirements and protects the interests of the partnership. Accordingly, the PR and the Designated Individual acting on behalf of the DMS Entity Partnership Representative shall not, without the prior written approval of the General Partner:

• engage advisors;
• schedule or attend meetings or conference calls with the IRS or advisors, unless additionally attended by the General Partner or such advisors as the General Partner shall appoint;
• file requests, protests, court filings, settlements, or other documents with the IRS or courts;
• propose, consent to or otherwise enter into any material agreements with the IRS (including waivers or extensions of statutes of limitations and settlement agreements); and
• make any election on behalf of the Partners or Partnership.

KEY DIFFERENTIATORS OF DMS PARTNERSHIP REPRESENTATIVE SERVICES

SCALE AND LENGTH OF SERVICE
Visibility and access to best global fund governance + risk + compliance practices.
18+ years delivering market leading solutions to the investment management community.

POOL OF EXPERIENCED PARTNERSHIP REPRESENTATIVES
A pool of highly skilled and experienced compliance specialists with extensive fund governance and regulatory experience.

GLOBAL FIRM WITH LOCAL KNOWLEDGE
8 global locations servicing clients across 6 time zones with a robust U.S. presence.

For additional information, please contact your usual DMS professional or any one of our team below to assist you in evaluating your service options.

Scott Davidoff

Director

New York

sdavidoff@dmsgovernance.com

(P) +1.212.403.2796

(C) +1.201.336.4199

Paras Malde

Director

Cayman Islands

pmalde@dmsgovernance.com

(P) +1.345.749.2596

(C) +1.345.326.1966

The post Have You Appointed Your U.S. Partnership Representative? Deadline Of 15 September 2020 Fast Approaching appeared first on DMS Governance.