Our Expertise

Our services include the provision of Independent Directors to Investment Funds. We are well positioned to offer some of the most experienced Independent Directors in the governance industry.

Fund Governance

The provision of independent directors to the boards of investment funds is just one, but central, element of fund governance.
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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 over 25 years’ experience in fund governance, 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 are 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 and 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 investors and the fund, in this era of unprecedented risk awareness.

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Anti-Money Laundering Compliance Services

With our industry experts' strong background in the compliance of Cayman Islands funds and other vehicles with Anti-Money Laundering regulations, Calderwood is well placed to assist with meeting the requirements of the recently revised AML regulations in the Cayman Islands, through our AML Compliance Solutions.
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The regulations state that all relevant financial businesses, which includes regulated funds, as well as unregulated investment funds, (such as single investor and private equity funds), 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 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 provide 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

While the updated AML regulations require existing funds to make these appointments by September 30, 2018, it will be an ongoing requirement for new funds, regulated or otherwise. For any assistance or guidance in complying with the Cayman Islands AML Regulations, contact the team at Calderwood.

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Board Support Services

The provision of board support services from Calderwood does not just raise governance standards, it also makes life easier for all your board meeting participants, who benefit from enhanced communication and the ability to get all the materials they need, securely, when they are required.
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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 travelling board members.

Distressed Fund Services and Special Situations

Calderwood’s directors provided offshore fiduciary services through the financial crisis of 2008, which had a profound effect on the offshore financial industry. However, the financial crisis also provided an opportunity for industry professionals with the necessary foresight and diligence to safeguard and recover assets from distressed scenarios and return these assets to stakeholders which could otherwise have been lost.
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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.

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Independent Representative

While being essential mechanisms for investment managers in today’s markets, principal and cross agency transactions do have the inherent risk that a deal can be delayed or derailed by a conflict of interest.
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These problems can be compounded in the volatile markets we have become accustomed to in recent years.

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

The Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standard (CRS) collectively the Automatic Exchange of Information (“AEOI”), have been established as part of the global tax reporting initiatives to implement increased transparency and exchange of information to further combat tax evasion. Through our FATCA & CRS services, managed by experienced professionals, Calderwood is well placed to assist in ensuring AEOI compliance.
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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 (“AML/CTF”), 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 (DTIC) 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).
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Economic Substance

The International Tax Co-operation (Economic Substance) Law and International Tax Co-operation (Economic Substance) Regulations are now in effect for Cayman Islands investment management companies ("MANCOS"). MANCOS that are registered as SIBL Exempt Persons prior to January 1, 2019 have until January 15, 2020 to register as licensed entities - at which point they will be subject to the Economic Substance Law (ES Law). The ES Law requires that a "relevant entity" conducting a "relevant activity" is to have adequate economic substance in the Cayman Islands as it relates to its Core Income Generating Activities ("CIGA").
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CIGA is defined as follows:

  • taking decisions on the holding and selling of investments
  • calculating risk and reserves
  • taking decisions on currency or interest fluctuations
  • preparing reports or returns, or both, to investors or the Cayman Islands Monetary Authority.

The Cayman Islands government has stated publicly that it does not plan on making these four criteria prescriptive, but rather it will be the responsibility of each entity to determine its own CIGA and to ensure that these activities are performed in the Cayman Islands. The transition from a SIBL Exempt Person that does not need to comply with the ES Law to a SIBL Registered Entity that does need to comply may be relatively simple or extremely complex depending on the trading complexity and strategy of the MANCO. The ES Law 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 Law.

Beginning in 2020, MANCOs will be required to report to the Tax Information Authority ("TIA") where or not they are carrying on a relevant activity and, if so, whether or not all or any part of the MANCO's gross income in relation to the relevant activity is subject to tax in a jurisdiction outside of the Cayman Islands. While the reporting forms have not yet been made public, it is expected that MANCOs will be expected to be required to report income, expenses, assets under management, and employees. The first filing for 2020 is expected to be due in December 2021.

Calderwood has experienced professionals resident in the Cayman Islands ready to take responsibility for a MANCO's CIGA activities. Due to the Cayman Islands’ approach not to mandate a prescriptive path to comply with the ES Law, Calderwood has been working to tailor solutions based on the fact set of each

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DRIVING FUND GOVERNANCE AT SOME OF THE WORLD'S SMARTEST INVESTMENT FUNDS