Exploring the Funds Hub

Exploring the Funds Hub is a captivating podcast series containing audio of written content that dives deep into the intriguing world of offshore funds, including the BVI and Cayman. Each episode sails through complex waters, bringing you up-to-date analysis and expert commentary from the leading minds in this specialised field. Our episodes demystify legal jargon and break down complex terminology to make them accessible to all. Harneys, an international law firm with entrepreneurial thinking, brings each episode to you.

  1. 6 hr ago

    The roles and responsibilities of the AML Officers of Financial Service Providers

    This guide looks at the roles and responsibilities of the nominated officers of financial service providers whose job it is to look out for and report suspicious activity and who oversee the compliance function and ensure that adequate systems and controls are in place to comply with the Anti-Money Laundering Regulations. Money laundering is the process by which the proceeds of crime are channelled through the economy/financial system in a way which is intended to conceal the true origin and ownership of the proceeds of criminal activity. The Proceeds of Crime Act (the PC Act), the Terrorism Act and the supporting Anti-Money Laundering Regulations (the Regulations) are the main pieces of legislation in the Cayman Islands aimed at combating money laundering, proliferation financing and terrorist financing. Under these laws, those persons carrying out "relevant financial business" (referred to as financial service providers or FSPs) must apply a risk based approach to anti-money laundering, proliferation financing and terrorist financing (together, AML) compliance. Nominated officers - money laundering reporting officer and deputy The PC Act requires that FSPs have a "nominated officer" in place for the purpose of receiving reports relating to criminal conduct, with the Regulations creating the roles of the Money Laundering Reporting Officer (MLRO), Deputy Money Laundering Officer (DMLRO) and AML Compliance Officer (AMLCO). Accordingly, natural persons must be appointed as the MLRO, DMLRO and AMLCO for all FSPs, including investment funds. The Regulations and guidance notes on the prevention and detection of money laundering and terrorist financing in the Cayman Islands (and amendments) (Guidance Notes) published by the Cayman Islands Monetary Authority (CIMA) set out more details on each of these roles and functions. Who can be appointed as MLRO? Under the Regulations each person carrying out relevant financial business must designate a person at management level as their MLRO, to whom suspicious activity reports (SARs) must be made. The MLRO should be someone who is well versed in the business of the FSP which may give rise to opportunities for money laundering, proliferation financing or terrorist financing. A DMLRO must also be appointed to perform the MLRO's functions in their absence. The DMLRO should be a staff member of similar status and experience as the MLRO. The Guidance Notes provide that the MLRO should: Be a natural person Be autonomous, meaning the MLRO is the final decision maker as to whether to file a SAR Be independent, meaning no vested interest in the underlying activity Have access to all relevant material in order to make an assessment as to whether an activity is or is not suspicious What is the role of the MLRO? The primary duties of the MRLO (or the DMLRO in their absence) are to: Receive reports of any information or other matter which comes to the attention of a person carrying out relevant financial business, which gives rise to an actual knowledge or suspicion of money laundering, proliferation financing or terrorist financing Consider and investigate such reports in light of all other relevant information to determine if the information or other matter gives rise to such knowledge or suspicion Have access to other information which may assist in considering such report Make prompt disclosures to the Financial Reporting Authority (FRA) in the standard SAR form if after considering a report there is knowledge or a suspicion of money laundering, proliferation financing or terrorist financing Establish and maintain a register of money laundering, proliferation financing or terrorist financing reports made by staff Maintain a register of reports to the FRA How do we identify unusual or suspicious transactions? As the types of transactions which may be used by money launderers are unlimited it is difficult to define a suspicious transaction. The Guidance Notes are instructive in that they differentia...

    15 min
  2. 16 hr ago

    Private Funds in the Cayman Islands Fund vehicle options General Private fund and securities regulation Registration General provisions affecting ongoing operation of Cayman Islands private funds Supervision and enforcement Beneficial ownership

    The Cayman Islands is the leading jurisdiction for the offshore investment funds industry due to its combination of flexible and appropriate regulation, an approachable and effective regulator, professional service provider expertise, high reputation among investors and a tax neutral regime. Investment funds established in the Cayman Islands fall into two broad categories: open-ended funds and closed-ended funds. Open-ended funds provide investors with voluntary redemption or repurchase rights and closed-ended funds do not provide investors with those rights. Typically, open-ended funds will invest in liquid assets which can be readily realised to satisfy redemptions (eg listed, liquid, tradable securities) and closed-ended funds will invest in non-liquid assets requiring time to liquidate/realise value (eg real estate, unlisted companies). This guide sets out a summary of the regulatory regime that governs closed-ended investment funds, known as private funds, which is supervised by the Cayman Islands Monetary Authority (CIMA). For an overview of the regulatory regime that governs open-ended investment funds please see our guide to mutual funds in the Cayman Islands. Exempted limited partnerships An exempted limited partnership (ELP) is the most common vehicle for closed-ended funds including private equity, venture capital and real estate funds. An ELP has many similarities to its Delaware equivalent vehicle but an ELP is not a separate legal person and for this reason, it is popular with managers and investors in a number of jurisdictions. An ELP is operated and managed by its general partner. Please see our guide to ELPs for more details. Limited liability companies Limited liability companies (LLCs) can be incorporated in the Cayman Islands in a form closely aligned to the Delaware LLC. LLCs may be used in investment fund structures where a flexible structure similar to a limited partnership is required, but where the vehicle needs to be established as a body corporate distinct from its members. LLCs are regulated by their LLC agreement and the Limited Liability Companies Act. Please see our guide to LLCs for more details. Companies Exempted companies limited by shares are also used for the establishment of closed-ended investment funds, with an investor's liability being limited to the amount paid or agreed to be paid in respect of their shares. Please see our guide to exempted companies for more details. Segregated portfolio companies An exempted company may register as a segregated portfolio company (SPC), which is similar to a segregated cell company in many other jurisdictions. An SPC may establish any number of segregated portfolios. Assets and liabilities attributed to a particular segregated portfolio are legally separated from the assets and liabilities attributed to any other segregated portfolio. A creditor who is party to a contract involving a particular segregated portfolio will have restricted recourse and will be entitled to recover only against assets attributed and credited to the specific segregated portfolio to which the contract is also attributed. SPCs can be useful as multi-strategy vehicles and platform vehicles. Savings by using multi-strategy SPCs are often not as great as anticipated however and SPCs with multiple segregated portfolios do require a greater degree of care to ensure assets are properly segregated, contracts are entered into on behalf of the correct segregated portfolio and inadvertent cross-collateralisation does not occur. Please see our guide to segregated portfolio companies for more details. Unit trusts Cayman Islands unit trusts are established under and governed by the Cayman Islands Trusts Act and, save as modified under that law, generally applicable principles of English trust law. With a unit trust, investors contribute funds to a trustee which holds those funds on trust for the investors and each investor is directly entitled to a pro rata share in the trust's assets...

    27 min
  3. 16 Jun

    SFDR Article 6 funds: meaning, scope and market practice What is an SFDR Article 6 fund? Where are SFDR Article 6 funds commonly established? How Article 6 differs from SFDR Articles 8 and 9 Interaction between SFDR and non-EU fund structures How Harney

    The Sustainable Finance Disclosure Regulation (SFDR) is one of the most consequential pieces of EU financial regulation to emerge in recent years. It establishes a classification framework for financial products based on their sustainability characteristics, dividing them broadly into three categories under Articles 6, 8 and 9. While much of the market's attention has focused on the higher-tier classifications - Article 8 (products that promote environmental or social characteristics) and Article 9 (products with sustainable investment as their objective) - the reality is that the vast majority of funds in the market sit within Article 6. This article explains what an SFDR Article 6 fund is, where they are typically established, how they differ from Articles 8 and 9 products, and how SFDR interacts with non-EU fund structures - a question of particular significance for managers domiciling funds in offshore jurisdictions such as the Cayman Islands, the British Virgin Islands and Bermuda. An SFDR Article 6 fund is a financial product that does not promote environmental or social characteristics (Article 8) and does not have sustainable investment as its objective (Article 9). In practical terms, Article 6 is the default classification: any fund that does not make specific ESG commitments in its investment process falls within this category. Article 6 does not mean a fund ignores sustainability risks entirely. Under Article 6(1) of the SFDR, managers of Article 6 products must still disclose the manner in which sustainability risks are integrated into their investment decisions, or explain why sustainability risks are not considered relevant. This is a disclosure obligation, not an investment mandate — the fund is not required to adopt any ESG strategy, but it must be transparent about its approach. Article 6 funds must also comply with pre-contractual disclosure requirements under Article 6(2), including a statement in offering documents on whether and how the product considers principal adverse impacts (PAIs) on sustainability factors. Where PAIs are not considered, an explanation must be provided. A common misconception is that Article 6 funds are "non-ESG" or sit outside the SFDR framework. This is incorrect. Every financial product offered by an EU-regulated financial market participant falls within the scope of the SFDR and must be classified. Article 6 is simply the baseline category for products that do not make affirmative ESG commitments beyond the minimum disclosure requirements. Article 6 funds are established across a wide range of jurisdictions, both within and outside the EU. The SFDR classification itself does not dictate where a fund must be domiciled - it is a disclosure regime that applies to the manager (or, more precisely, to the financial market participant making the product available), not to the fund vehicle itself. Within the EU, Article 6 funds are commonly structured in Luxembourg, the largest European fund domicile. Luxembourg offers well-established regulatory frameworks and is home to the majority of UCITS and EU-regulated alternative investment funds. Many managers without an ESG-specific strategy will establish their funds in Luxembourg and classify them as Article 6 funds by default. Outside the EU, a significant number of funds that are classified as Article 6 — or that would be classified as such if marketed into the EU — are domiciled in offshore jurisdictions. The Cayman Islands remains the dominant global fund domicile for alternative investment funds, particularly hedge funds, private equity vehicles and venture capital structures. The British Virgin Islands and Bermuda are also well-established fund jurisdictions. These offshore fund structures do not fall directly within the scope of the SFDR, but SFDR classification becomes relevant when the fund is marketed to EU investors by an EU-regulated manager or distributor, or where a non-EU manager delegates to or is managed by an EU-regulat...

    12 min
  4. 10 Jun

    AIFMD explained: scope, thresholds, exemptions and compliance What is the Alternative Investment Fund Managers Directive (AIFMD)? Which funds and activities fall within the scope of AIFMD? AIFMD thresholds and common exemptions Does AIFMD apply to non-E

    The Alternative Investment Fund Managers Directive (AIFMD) is the cornerstone of EU regulation for managers of non-UCITS investment funds. It determines which fund managers require authorisation, sets asset thresholds that trigger full regulatory obligations, and establishes the framework for marketing alternative investment funds to EU investors. It also created a passport allowing AIFMs to market their funds throughout the EEA without relying on National Private Placement Rules (NPPRs). This note sets out the scope of AIFMD, the key thresholds and exemptions available, how the directive applies to EU and non-EU managers, as well as recent changes introduced by AIFMD II. The Alternative Investment Fund Managers Directive (Directive 2011/61/EU), commonly known as AIFMD, is the primary EU regulatory framework governing managers of alternative investment funds (AIFs). It was adopted in 2011 and transposed into national law across EU member states by July 2013. AIFMD was subsequently amended by Directive (EU) 2024/927 (AIFMD II), which had to be transposed by member states by 16 April 2026. AIFMD regulates alternative investment fund managers (AIFMs), not the funds themselves. Its core objectives are: Investor protection through enhanced transparency and disclosure requirements Systemic risk monitoring across the alternative investment fund sector A harmonised regulatory and supervisory framework for AIFMs operating across the EU An AIF is defined broadly as any collective investment undertaking that raises capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors, and which is not a UCITS fund. This definition captures hedge funds, private equity funds, real estate funds, infrastructure funds, fund of funds and other non-UCITS structures. AIFMD applies to any entity that manages one or more AIFs, regardless of the legal form of those funds or whether they are open-ended or closed-ended. The directive captures both EU AIFMs and, in certain circumstances, non-EU AIFMs. Funds within scope Private equity and venture capital funds (including carried interest and co-investment vehicles) Hedge funds (including single-strategy and multi-strategy vehicles) Real estate, infrastructure and debt funds Fund of funds structures Any other collective investment scheme that does not require authorisation under the UCITS Directive Key regulated activities Portfolio management and risk management (these are the minimum functions that define an AIFM) Marketing of AIF units or shares to investors in the EU Administration, valuation and ancillary services (where performed by the AIFM) Delegation arrangements (the AIFM remains responsible even where functions are delegated to third parties) Structures outside scope Certain structures are expressly excluded from AIFMD, including holding companies, institutions for occupational retirement provision (IORPs), supranational institutions (such as the EIB and EBRD), central banks, national governments and bodies managing social security and pension funds, employee participation or savings schemes, securitisation special purpose entities, and single-investor vehicles where the investor itself has management control. AIFMD provides a registration regime for smaller EU-AIFMs that fall below certain asset thresholds. These sub-threshold AIFMs are exempt from the full scope of AIFMD but remain subject to registration and reporting obligations with their home member state regulator. De minimis thresholds (Article 3) EUR 100 million: applies where the AIFs managed include funds that employ leverage. This threshold is calculated on the total value of assets under management (AuM), including any assets acquired through leverage. EUR 500 million: applies where the AIFs managed are unleveraged and have no redemption rights exercisable during a period of five years from the date of initial investment. EU AIFMs that fall below these...

    14 min
  5. 8 Jun

    Cayman Islands investment funds and hedge funds explained What are Cayman Islands investment funds? Key features of Cayman Islands funds Benefits of investing in Cayman Islands funds How to set up a fund in the Cayman Islands How Cayman Islands funds co

    The Cayman Islands is the world's leading domicile for hedge funds and alternative investment vehicles. Its combination of regulatory pragmatism, tax neutrality, legal certainty and deep service-provider infrastructure makes it the jurisdiction of choice for managers launching funds that accept institutional and sophisticated investor capital. This guide explains the principal fund structures available, their key features, the formation process, the role of the Cayman Islands Monetary Authority (CIMA), and how Cayman compares with competing jurisdictions. A Cayman Islands investment fund is a collective investment scheme organised under Cayman law to pool capital from investors and deploy it in accordance with a defined investment strategy. The legislative framework draws primarily on the Mutual Funds Act (as revised) and the Private Funds Act (as revised), which together regulate the two broad categories of fund: 1. Mutual funds – open-ended vehicles that issue redeemable interests and are regulated under the Mutual Funds Act. 2. Private funds – closed-ended vehicles that issue non-redeemable interests and are regulated under the Private Funds Act. Common legal structures include the exempted limited partnership (the dominant private fund vehicle), the exempted company, the segregated portfolio company (SPC) and the unit trust. The choice of structure depends on factors such as investor base, strategy and liability ring-fencing requirements. Cayman hedge funds share a set of characteristics that have driven the jurisdiction's dominance: Tax neutrality – No income tax, capital gains tax, withholding tax or corporate tax is levied at the fund level, ensuring a single layer of taxation at the investor's home jurisdiction. Flexible investment mandates – Funds may invest across asset classes, including equities, credit, digital assets, derivatives and real assets, with no statutory restrictions on strategy. Investor familiarity – Institutional allocators, pension funds, endowments and sovereign wealth funds routinely accept Cayman fund documentation as market standard. Deep service-provider ecosystem – A mature network of administrators, custodians, auditors, prime brokers, directors and legal counsel supports the full fund lifecycle. Robust legal framework – English common law underpins the Cayman legal system, providing predictable contract enforcement, experienced courts and a well-developed body of fund-related case law. The jurisdiction delivers a combination of commercial and structural advantages that benefit both managers and investors: Speed to market – A standard Cayman fund can be launched in two to three months, where documentation is in agreed form and service providers are engaged. No exchange controls – Capital moves freely into and out of the jurisdiction without restriction, supporting global multi-currency strategies. Regulatory proportionality – CIMA applies risk-based supervision tailored to fund type and investor sophistication, avoiding the prescriptive operational requirements seen in onshore regimes. Global recognition – Cayman fund vehicles are widely accepted by US, European and Asian counterparties and satisfy the due diligence requirements of major institutional gatekeepers. Liability segregation options – SPCs allow managers to ring-fence assets and liabilities of individual strategies within a single legal entity, reducing cost and complexity for multi-strategy platforms. The formation process is well-established and follows a predictable sequence: Structuring and strategy definition – The manager works with Cayman counsel to select the appropriate vehicle (exempted limited partnership, exempted company or SPC), agree on governance arrangements and confirm the regulatory classification (mutual fund or private fund). Service-provider engagement – The fund appoints an administrator, an auditor (where required), a custodian/prime broker (where required), and independent directors (where required). Doc...

    15 min
  6. 26 May

    Duties and obligations of a director of a Cayman Islands fund Who are the directors of a Fund? Should I agree to act as a director of a Fund? What are the powers and authority of the directors of a Fund? What are a Fund director's duties? CIMA rule and

    This guide provides an overview of the powers, duties and obligations of a director of an exempted company incorporated under the Companies Act of the Cayman Islands (Companies Act) which is registered with the Cayman Islands Monetary Authority (CIMA) as a fund (Fund). This guide is limited to those Funds registered with CIMA under section 4(3) or 4(4)(a) of the Mutual Funds Act (a Mutual Fund) and those Funds registered with CIMA under the Private Funds Act (a Private Fund) as well as the law and practice of the Cayman Islands. Other duties, obligations and potential liabilities may also arise under the laws of other jurisdictions. There is no precise definition of a 'director' under Cayman Islands law. The directors of a Fund may be individuals or corporate bodies and they are the persons with ultimate responsibility for the management and conduct of the Fund's affairs. The first directors of a Fund (whether described as 'executive' or 'non-executive') are typically appointed by the initial subscribers to the Fund or otherwise in accordance with the articles of association of the Fund (Articles). The register of directors maintained by the Fund will be prima facie evidence of the identity of the directors from time to time. A person undertaking the activities of a director without being formally appointed may be found to be acting as a 'de facto director'. Also, if the duly appointed directors of a Fund are found to be acting in accordance with the directions or instructions of another person then that person may be found to be acting as a 'shadow director'. A person is not deemed to be a shadow director however by reason only that the directors act on advice given by such person in a professional capacity, so that an investment adviser of a Fund making recommendations to the directors as to the purchase or sale of investments should not usually constitute a shadow director. Executive directors, non-executive directors, shadow directors and de facto directors are all subject to the duties and obligations set out in this guide. When deciding whether or not to act as a director of a Fund, the following points should be considered: Who will be the other directors of the Fund? Will your fellow directors have the ability to work with you to properly coordinate the proper oversight and management of the Fund? Any other interests you may have in the overall structure of the Fund and its advisers or service providers. If you are a connected person (for example, a principal of the Fund's investment manager) you may want to consider either not sitting on the board of the Fund or making sure that you are in a minority position. These measures will reduce the potential for conflicts of interest to arise which could increase the risk of your actions later being challenged by the investors of the Fund as not being in accordance with your duties to the Fund. The expectations of the Fund's key investors. They may be comfortable with a board of directors comprised of connected persons or they may require the Fund to have one or more directors independent of the Fund's investment manager. This is something that you may wish to discuss further with the Fund's representatives and the Fund's current or proposed key investors before agreeing to accept any appointment as a director. You need to have sufficient and relevant knowledge and experience to discharge your duties as a director. It is up to you to acquire and maintain sufficient knowledge to enable you to carry out your role. You should use the Fund's professional advisers to provide advice on any areas or transactions of which you are unsure. In particular, you should ensure that you are able to properly read and understand the financial information relating to the Fund, including its financial statements. If there is anything that you do not understand, then you should promptly obtain professional advice. Whether the Fund has in place, or will be obtaining, any directors and officers ...

    49 min

About

Exploring the Funds Hub is a captivating podcast series containing audio of written content that dives deep into the intriguing world of offshore funds, including the BVI and Cayman. Each episode sails through complex waters, bringing you up-to-date analysis and expert commentary from the leading minds in this specialised field. Our episodes demystify legal jargon and break down complex terminology to make them accessible to all. Harneys, an international law firm with entrepreneurial thinking, brings each episode to you.

More From Harneys

You Might Also Like