Our ExpertiseOur services include the provision of independent directors and compliance services to Investment Funds. We are well positioned to offer some of the most experienced professionals in the governance and regulatory compliance industry.
Calderwood provides highly experienced independent directors to the boards of investment funds, and fund governance solutions to the Investment Funds industry.
This independent oversight of the fund’s management and operations provides greater protection for investors, ensuring that all decisions and actions made are in the best interests of the fund. With each director having over 20 years’ experience in financial services, our directors have served on the boards of some of the largest and most complex funds in the industry. By establishing Calderwood in 2016, our directors were well placed to provide a unique opportunity for clients to secure some of the most experienced names in the business, with a level of capacity rarely seen in the industry.
At Calderwood, our directors have expertise in several facets of the investment funds world, including audit, administration, valuation, trading, legal and regulatory compliance. That means our directors have witnessed first-hand the complex issues facing the investment funds sector, as well as the volatility and extreme situations thrown up by the financial crisis. They have the ability to lead the conversations and ask the difficult questions that need to be asked, to ensure the greatest protection for stakeholders and the fund, in this era of unprecedented risk awareness.
Distressed Fund Services and Special Situations
Our directors have successfully navigated numerous distressed engagements to the ultimate benefit of a company and its stakeholders. While Calderwood principally focuses on the Investment Funds industry, our directors have taken on fiduciary roles in all manner of industries, including shipping, insurance, manufacturing, real estate and others, and at various levels of the structure, such as holding and operating companies.
The directors of Calderwood can use this experience to provide guidance to clients during difficult and complex scenarios to help ensure asset realisation is maximized, while protecting the interests of investors and creditors. Our experience liaising and negotiating with all relevant industry participants, including regulators, liquidators, auditors, creditors and investors as required, has proved invaluable to the successful outcome of these situations. In such challenging circumstances, clients can therefore rely on the experience of Calderwood to achieve the best possible result from distressed scenarios, investment fund or otherwise.
Board Support Services
Funds of all sizes can efficiently manage the process of meetings, with professional support, including arranging meetings and distributing the agendas and board materials, to recording minutes of the meetings in line with regulatory standards. We will ensure that board meeting participants receive all relevant materials in a timely manner, with everything they need for the meeting. The provision of secretarial support can further enhance the experience for the board members.
A “relevant entity” carrying on the business of managing securities as set out in paragraph 3 of Schedule 2 to the Securities Investment Business Act, i.e. managing securities belonging to another person in circumstances involving the exercise of discretion, and licensed or otherwise authorised to conduct business under the Securities Investment Business Act for an investment fund ("fund management business”) will be subject to the ES Act.
The ES Act requires that a "relevant entity" conducting a "relevant activity" has adequate economic substance in the Cayman Islands as it relates to its Core Income Generating Activities ("CIGA"). CIGA in the context of fund management businesses includes:
- taking decisions on the holding and selling of investments
- calculating risk and reserves
- taking decisions on currency or interest fluctuations and hedging positions
- preparing reports or returns, or both, to investors or the Cayman Islands Monetary Authority, or both.
These four criteria are not prescriptive. The assessment of economic substance service solutions will include a careful consideration of what elements of Cayman Islands CIGA, a Cayman Islands investment management company (a “Manco”) is carrying out within the Cayman Islands and the level of income derived from the relevant activity being performed in the Cayman Islands. It is the level of income derived from the relevant activity that will ultimately determine the nature, scope and extent of “adequate” operating expenditure, physical presence, and employees in the Cayman Islands. The ES Act allows for sub-delegation of any of its CIGA so long as the sub-delegation takes place in the Cayman Islands. Formally classifying an entity's activities into CIGA and non-CIGA will determine the approach that the entity needs to take to adhere to the ES Act.
Calderwood has a team of experienced professionals, resident in the Cayman Islands, committed to providing economic substance solutions that will enable Manco’s subject to the regime to satisfy the necessary requirements for substance in the Cayman Islands. We offer a comprehensive range of tailored economic substance services that allow Manco’s to conduct their activities in a way that is compliant with the ES Act. Our key services include:
- a comprehensive suite of fund governance services, including professional independent directors
- notification and reporting
- administration and reception services
- physical office space and equipment
Mancos should work with their Cayman counsel to ensure that any proposed solution is fit for purpose with regards to each Manco’s specific circumstances. Calderwood would welcome the opportunity to work with both the Manco and its legal counsel to help implement solutions tailored to its requirements.
Anti-Money Laundering Compliance Services
The regulations state that all relevant financial businesses, which includes all regulated funds and managers, must appoint suitably qualified persons as Money Laundering Reporting Officer (MLRO), Deputy Money Laundering Reporting Officer (DMLRO) and Anti-Money Laundering Compliance Officer (AMLCO).
Experienced and Available Professionals
With access to some of the most experienced investment fund and regulatory compliance professionals in the Cayman Islands, Calderwood can provide suitably qualified individuals to fulfil these appointments for your fund vehicles to maintain regulatory compliance. Specific functions of these roles include:
- Acting as the main point of contact with CIMA in relation to all compliance and reporting issues.
- Ensuring that your fund has all the necessary CIMA-compliant AML policies and procedures in place, which we constantly review and audit in light of changing regulations and requirements.
- Provide AML oversight for all the operating activities of funds, including both investment and investor activities.
- Maintain all CIMA mandated AML logs, specifically in regard to investigations undertaken by overseas authorities, as well as any declined business and persons with political exposure.
- Presenting AML compliance reports at regular board meetings and providing updates on all related compliance issues, along with the systems and controls in operation.
- Act as the escalation point for any fund related suspicious activity reporting and, if deemed appropriate, inform the Financial Reporting Authority.
The AML regulations require all funds to make these appointments. For any assistance or guidance in complying with the Cayman Islands AML Regulations, contact the team at Calderwood.
Independent representative services from Calderwood will assist, to ensure principal and cross agency conflicts are indepentently managed. Everything about our Independent Representative services is designed to make your life easier and add greater efficiencies to your business and investment activities.
AEOI - FATCA & CRS Services
Calderwood’s services include:
- Registering a client with the IRS and obtaining a Global Intermediary Identification Number (GIIN), and/or registration, notification and liaison with the relevant authorities, as applicable
- Acting as Principal Point of Contact, AEOI delegate/ responsible officer to manage and ensure compliance with the regulations in the relevant jurisdictions;
- Drafting or reviewing tax withholding forms, sponsored entity agreements, delegation agreements and reviewing self-certification forms as applicable;
- Drafting or reviewing policies and procedures and ensuring inclusion of the outsourcing role;
- Preparation and filing of reports; and
- Completing regular compliance reviews.
In addition to implementing policies and procedures to protect against money laundering and counter terrorism financing, Cayman entities which are Financial Institutions (as defined in the regulations) are obligated to report under US FATCA and OECD CRS via the Cayman Islands AEOI portal. Further services that Calderwood can provide are:
- Acting as main point of contact with the Department of International Tax Cooperation for notification and reporting issues;
- Verification and entry of shareholder or partner tax jurisdiction;
- Verification and entry of portfolio valuation for each shareholder or partner as at 31 December; and
- Assisting with country by country reporting (CBRC).