{"kind":"expression","expression":{"expr_id":"665","doc_id":"665","label":"2025 Revision","is_as_enacted":"f","commenced_on":"2025-02-11","superseded_on":null,"valid_from":"2025-02-11","valid_to":null,"is_current":"t","incorporating":null,"akn_expr_iri":"\/akn\/ky\/act\/2020\/1\/eng@2025-02-11","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/act\/2020\/1\", \"expression\": \"\/akn\/ky\/act\/2020\/1\/eng@2025-02-11\", \"manifestation\": \"\/akn\/ky\/act\/2020\/1\/eng@2025-02-11.pdf\"}, \"pdf\": {\"md5\": \"90ae00f2e8859f3a88dec15e76a058cf\", \"path\": \"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2020\/2020-0001\/2020-0001_2025 Revision.pdf\", \"pages\": 32, \"filename\": \"2020-0001_2025 Revision.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 9834, \"paragraph_count\": 36, \"text_char_count\": 62136}, \"usage\": null, \"method\": \"pymupdf-text\", \"version\": \"kyleg-akn-1.0\", \"extracted_at\": \"2026-06-22\"}, \"classification\": \"text_layer\", \"validation_flags\": [], \"docai_processor_id\": null}, \"akomaNtoso\": {\"act\": {\"body\": [{\"eId\": \"sec_n1\", \"num\": null, \"text\": \"Private Funds Act (2025 Revision) PART 4 - SUPERVISION AND ENFORCEMENT 20. 21. 22. 23. PART 5 - DUTIES AND POWERS OF THE AUTHORITY 24. 25. 26. 27. PART 6 - MISCELLANEOUS PROVISIONS 28. 29. 30. 31. 32. 33. 34. 35. SCHEDULE ENDNOTES Private Funds Act (2025 Revision) (2025 Revision) PART 1 - PRELIMINARY\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title 1. This Act may be cited as the Private Funds Act (2025 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Interpretation 2. In this Act \u2014 \u201caccountant\u201d means a person who has qualified as an accountant by examination of one of the Institutes of Chartered Accountants or Certified Accountants in England and Wales, Ireland or Scotland or the Chartered Professional Accountants of Canada or the American Institute of Certified Public Accountants or by an institute of accountants in a non-high risk jurisdiction, and is a current member in good standing of one of those institutes; \u201cadministrator\u201d means a person established in the Islands or a non-high risk jurisdiction who \u2014 (a) is either \u2014 (i) a licensed mutual funds administrator under section 12 of the Mutual Funds Act (2025 Revision); or (ii) authorised or otherwise permitted to carry out administration activities in relation to a private fund in any non-high risk jurisdiction; and Private Funds Act (2025 Revision) (b) does not have a control relationship with the private fund\u2019s manager or operator; \u201calternative investment vehicle\u201d has the meaning prescribed; \u201cauditor\u201d means a person who \u2014 (a) is an accountant; or (b) has another accounting qualification approved by the Authority; and (c) does not have a control relationship with the private fund\u2019s manager or operator; \u201cAuthority\u201d means the Cayman Islands Monetary Authority established under section 5(1) of the Monetary Authority Act (2020 Revision) and includes any employee of the Authority acting under the Authority\u2019s authorisation; \u201ccompany\u201d means a body corporate constituted under the laws of the Islands or of any other jurisdiction; \u201ccontroller\u201d means a person who, in relation to another person (the \u201ccontrolled entity\u201d), holds, directly or indirectly, more than fifty percent of the economic interests or voting power in the controlled entity; \u201ccontrol relationship\u201d means the relationship that exists between a person (\u201cA\u201d) and the private fund\u2019s manager or operator if \u2014 (a) A is a controller of the private fund\u2019s manager or operator; (b) the private fund\u2019s manager or operator is a controller of A; or (c) a controller of A is also a controller of the private fund\u2019s manager or operator; \u201ccustodial fund assets\u201d means the assets of a private fund that are capable of being physically delivered or capable of registration in an account opened in a custodian\u2019s books in the name, or for the account, of the private fund; \u201ccustodian\u201d means a person established in the Islands or a non-high risk jurisdiction who \u2014 (a) is authorised or otherwise permitted in the Islands or any non-high risk jurisdiction to provide custody services; and (b) does not have a control relationship with the private fund\u2019s manager or operator; \u201cdebt\u201d means an obligation of a company, unit trust or partnership to repay principal either without interest or together with interest calculated at either a fixed, floating or variable rate and whether or not together with any other entitlement, but payable in the event of the liquidation, termination or dissolution of the company, unit trust or partnership otherwise than in respect of, and, unless otherwise provided for by its terms, in priority to any payment in respect of a share, a trust unit or a partnership interest of that company, unit trust or partnership; Private Funds Act (2025 Revision) \u201ceconomic interests\u201d means \u2014 (a) in relation to an entity with a share capital, allotted or issued shares; (b) in relation to an entity with capital but no share capital, rights to share in the capital of the entity; (c) in relation to an entity without capital, interests \u2014 (i) conferring any right to share in the profits, or liability to contribute to the losses, of the entity; or (ii) giving rise to an obligation to contribute to the debts or expenses of the entity in the event of a winding up; \u201cexempted limited partnership\u201d means an exempted limited partnership registered under section 9(1) of the Exempted Limited Partnership Act (2025 Revision); \u201cgeneral partner\u201d means \u2014 (a) in respect of a limited partnership registered under the Partnership Act (2025 Revision), a general partner as defined in that Act; (b) in respect of an exempted limited partnership, a general partner as defined in that Act; or (c) in respect of a partnership constituted under the laws of a jurisdiction other than the Islands, a person who would be a general partner of the partnership if the partnership were constituted under the laws of the Islands; \u201chigh net worth person\u201d has the meaning assigned to that expression in the Securities Investment Business Act (2020 Revision); \u201cindependent third party\u201d means a person established in the Islands or a nonhigh risk jurisdiction who does not have a control relationship with the private fund\u2019s manager or operator; \u201cInternational Financial Reporting Standards\u201d means the accounting and reporting standards developed and issued by the International Accounting Standards Board; \u201cInternational Securities Identification Number\u201d means a unique code structured in accordance with ISO 6166 and issued by a country\u2019s national numbering agency, or equivalent, to identify a given security that is traded and settled internationally; \u201cinvestment interest\u201d means a share, LLC interest, trust unit or partnership interest that \u2014 (a) carries an entitlement to participate in the profits or gains of the company, unit trust or partnership; and (b) is not redeemable or repurchasable at the option of the investor, but does not include debt, or alternative financial instruments as prescribed under the Banks and Trust Companies Law (2025 Revision); Private Funds Act (2025 Revision) \u201cinvestor\u201d, in respect of a private fund, means the legal holder of record of an investment interest in the private fund but does not include a promoter, operator or proprietary investor; \u201climited liability company\u201d means a limited liability company registered under the Limited Liability Companies Act (2025 Revision); \u201climited liability partnership\u201d means a limited liability partnership registered under the Limited Liability Partnership Act (2025 Revision); \u201cLLC interest\u201d has the meaning assigned to that expression in section 2 of the Limited Liability Companies Act (2025 Revision); \u201cmanager\u201d means a person who is not an operator of a private fund and who is responsible for the management of some or all of the investments held for or within a private fund; \u201cmarketing materials\u201d means any documents on the basis of which investors are solicited to purchase investment interests in a private fund, including but not limited to offering documents; \u201cnon-fund arrangements\u201d means the arrangements specified in the Schedule; \u201cnon-high risk jurisdiction\u201d means any jurisdiction that is not on the list of high risk jurisdictions issued by the Financial Action Task Force; \u201coperator\u201d, in respect of a private fund, means \u2014 (a) where the private fund is a unit trust, a trustee of that unit trust; (b) where the private fund is a partnership, a general partner in that partnership; or (c) where the private fund is a company, a director of that company or, in the case of a company that is a limited liability company, a manager of that limited liability company; \u201cother fund assets\u201d means the assets of a private fund that are not custodial fund assets; \u201cpartnership\u201d means \u2014 (a) a limited partnership registered under the Partnership Act (2025 Revision); (b) an exempted limited partnership; (c) a limited liability partnership; or (d) a partnership constituted under the laws of a jurisdiction other than the Islands; \u201cprivate fund\u201d means a company, unit trust or partnership that offers or issues or has issued investment interests, the purpose or effect of which is the pooling of investor funds with the aim of enabling investors to receive profits or gains from such entity\u2019s acquisition, holding, management or disposal of investments, where \u2014 Private Funds Act (2025 Revision) (a) the holders of investment interests do not have day-to-day control over the acquisition, holding, management or disposal of the investments; and (b) the investments are managed as a whole by or on behalf of the operator of the private fund, directly or indirectly, but does not include \u2014 (i) a person licensed under the Banks and Trust Companies Act (2025 Revision) or the Insurance Act, 2010 [Law 32 of 2010]; (ii) a person registered under the Building Societies Act (2020 Revision) or the Friendly Societies Act (1998 Revision); or (iii) any non-fund arrangements;1 \u201cprofessional adviser\u201d means an attorney-at-law or an accountant; \u201cpromoter\u201d, in respect of a private fund or proposed private fund, means any person whether within or outside the Islands who causes the preparation or distribution of marketing materials in respect of the private fund or proposed private fund but does not include a professional adviser acting for or on behalf of such a person; \u201cproprietary investor\u201d, in respect of a private fund, means \u2014 (a) a person who is a current or past founder, principal, owner or stakeholder of a private fund; (b) any person who is providing, or in the same group as or affiliated with the person providing, directly or indirectly, the investment management or investment advisory services with respect to a private fund; or (c) a person who is a current or past founder, principal, owner or stakeholder of a person in paragraph (b); \u201cpublic in the Islands\u201d does not include \u2014 (a) a sophisticated person; (b) a high net worth person; (c) a person specified in paragraph 3 or 4 of Schedule 4 to the Securities Investment Business Act (2020 Revision); (d) an exempted or ordinary non-resident company registered under the Companies Act (2025 Revision), or a foreign company registered under Part 9 of that Act, or a limited liability company registered under the Limited Liability Companies Act (2025 Revision) or any such company acting as general partner of an exempted limited partnership, or any director or officer of the same acting in such capacity; (e) an exempted limited partnership; (f) a limited liability partnership; or (g) the trustee of any trust registered or capable of registration under section 74 of the Trusts Act (2021 Revision) acting in such capacity; Private Funds Act (2025 Revision) \u201crecognised overseas regulatory authority\u201d has the meaning assigned to that expression in section 2 of the Securities Investment Business Act (2020 Revision); \u201crecord\u201d means any form in which information may be stored; \u201cregistered office\u201d means \u2014 (a) in respect of a company incorporated under the Companies Act (2025 Revision) (including an existing company as defined in that Act), the registered office of the company for the purposes of that Act; (b) in respect of a limited liability company, the registered office of the company for the purposes of that Act; (c) in the case of a foreign company as defined by section 183 of the Companies Act (2025 Revision), the person or persons authorised on behalf of the company in accordance with section 184(1)(e) of that Act; (d) in the case of an exempted limited partnership, the registered office of that partnership for the purposes of that Act; (e) in the case of a limited liability partnership, the registered office of that partnership for the purposes of that Act; or (f) in the case of an exempted trust registered under the Trusts Act (2021 Revision), the place shown in the file maintained by the Registrar of Trusts as the address of the trustees of the trust; \u201cregistered restricted scope private fund\u201d means a restricted scope private fund that has been registered by the Authority under section 7(2); \u201cregulated EU Connected Fund\u201d has the meaning assigned to that expression in the Mutual Funds Act (2025 Revision); \u201cregulated mutual fund\u201d has the meaning assigned to that expression in the Mutual Funds Act (2025 Revision); \u201cregulatory law\u201d has the meaning assigned to that expression in the Monetary Authority Act (2020 Revision); \u201crestricted scope private fund\u201d has the meaning prescribed; \u201csophisticated person\u201d has the meaning assigned to that expression in the Securities Investment Business Act (2020 Revision); \u201cstakeholder\u201d means an employee or consultant who is issued an investment interest either \u2014 (a) by way of incentive compensation for no payment or nominal payment or capital commitment to the private fund; or (b) for which their payment or capital commitment in respect of such investment interest is greater than eighty thousand dollars or its equivalent; \u201ctrust unit\u201d means a unit of participation in a unit trust; and Private Funds Act (2025 Revision) \u201cunit trust\u201d means a trust established by a trustee that, for valuable consideration, issues trust units in profits or gains arising from the acquisition holding, management or disposal of investments by the trustee of the trust, the proper law of which is the law of the Islands or the law of any other jurisdiction.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Application 3. (1) Subject to subsections (2) and (3), this Act applies to a private fund that is carrying on business or attempting to carry on business in or from the Islands but does not apply to a regulated mutual fund or a regulated EU Connected Fund. (2) Part 3 shall not apply to a private fund until its receipt of capital contributions from investors for the purposes of investments. (3) Where International Financial Reporting Standards or the generally accepted accounting principles of the United States of America, Japan, Switzerland or a non-high risk jurisdiction permit consolidated or combined financial account reporting and a private fund chooses to report consolidated or combined financial statements with an alternative investment vehicle, sections 13, 16, 17, 18 and 19 shall not apply to such alternative investment vehicle.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Compliance with this Act 4. (1) An operator of a private fund shall be responsible for compliance by that private fund with this Act. (2) An operator of a private fund who contravenes subsection (1) commits an offence and is liable on conviction to a fine of twenty thousand dollars. PART 2 - REGISTRATION\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Requirement for registration 5. (1) Subject to subsection (3) and (6), a private fund shall not carry on or attempt to carry on business in or from the Islands unless \u2014 (a) it has submitted an application for registration to the Authority in accordance with section 6 within twenty-one days after its acceptance of capital commitments from investors for the purposes of investments; (b) the prescribed details in respect to the private fund are filed with the Authority; (c) the prescribed annual registration fee under section 10 has been paid in respect of the private fund; (d) it complies with any conditions of its registration imposed under section 7; and Private Funds Act (2025 Revision) (e) it complies with the provisions of this Act. (2) A person who contravenes subsection (1) commits an offence and is liable on conviction to a fine of one hundred thousand dollars. (3) A private fund may carry on or attempt to carry on business in or from the Islands without complying with subsection (1) if it is a private fund, not incorporated or established in the Islands, which makes an invitation to the public in the Islands to subscribe for its investment interests by or through a person who is the holder of a licence under the Securities Investment Business Act (2020 Revision), for a regulated activity specified by the Authority for the purposes of this subsection and \u2014 (a) those interests are listed on a stock exchange (including an over-thecounter market) specified by the Authority by notice in the Gazette; or (b) the private fund is regulated by a recognised overseas regulatory authority, approved by the Authority for the purposes of this subsection. (4) For the purposes of subsection (1) and section 3(1), a private fund is carrying on or attempting to carry on business in or from the Islands if it is \u2014 (a) incorporated or established in the Islands; or (b) incorporated or established outside the Islands and makes an invitation to the public in the Islands to subscribe for its investment interests; and it is in receipt of capital contributions from investors for the purposes of investments. (5) Subject to subsection (6), a private fund, or any person authorised to act on behalf of a private fund, may engage in oral or written communications and enter into any agreements with high net worth persons or sophisticated persons who may have an interest in subscribing for or purchasing investment interests in the private fund, prior to the filing of an application pursuant to section 6 with respect to such private fund with the Authority. (6) A private fund required to be registered under subsection (1) shall not accept capital contributions from investors in respect of investments until it is registered by the Authority in accordance with section 7.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Application to be registered 6. (1) A private fund may apply to the Authority in the prescribed manner to be registered under this Act, and the application shall be accompanied by the prescribed non-refundable application fee.2 (2) A restricted scope private fund that applies for registration under subsection (1) may elect as part of its registration application to be registered as a registered restricted scope private fund. Private Funds Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Power to register 7. (1) Subject to subsection (2), where an application is made under section 6, the Authority, after considering the application, may register the private fund in the manner and subject to such conditions that the Authority considers appropriate. (2) Where an application is made under section 6 by a restricted scope private fund that has elected to be registered as a restricted scope private fund in accordance with section 6(2), the Authority may register the restricted scope private fund as a registered restricted scope private fund. (3) The Authority shall communicate its decision to register or refuse to register a private fund under this section as soon as reasonably practicable after receiving the application.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Risk-based supervision of private fund 8. A private fund may be categorised by the Authority upon, or at any time following, registration based on an assessment of risk in accordance with any rules, statements of principle and guidance issued by the Authority under section 34 of the Monetary Authority Act (2020 Revision) and shall be subject to ongoing risk-based monitoring.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Name of private fund restricted 9. (1) The Authority may refuse to register a private fund with a name that \u2014 (a) is identical with that of any company, firm, business or other entity, whether or not within the Islands, or so nearly resembles the name of such a company, firm, business or entity as to be likely to deceive; (b) is likely to suggest, falsely, the patronage of or connection with some person or authority, whether within the Islands or elsewhere; or (c) is likely to suggest, falsely, that the private fund has a special status in relation to or derived from the Government or the Crown. (2) If, in the Authority\u2019s opinion, a private fund is carrying on, or attempting to carry on business in or from the Islands in a name that the Authority would have refused by virtue of subsection (1), the Authority may direct the private fund to change its name to a name approved by the Authority. (3) A person who fails to comply with a direction given under subsection (2) commits an offence and is liable on conviction to a fine of two thousand dollars plus one hundred dollars in respect of each day during which the private fund fails to comply with the direction.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Private fund to pay annual registration fee 10. (1) A private fund shall pay to the general revenue of the Islands the prescribed annual registration fee on or before 15th January in each year. Private Funds Act (2025 Revision) (2) If the annual registration fee referred to in subsection (1) is not paid on or before 15th January in each year, there is payable an additional fee equal to one twelfth of that annual registration fee for each month or part of a month during which the annual registration fee and any additional fee imposed by virtue of this subsection remains unpaid. (3) The Authority may, for good cause, waive any additional fee imposed by virtue of subsection (2). (4) Without prejudice to subsection (1), (2) or (3), if an annual registration fee referred to in subsection (1) is not paid on or before 15th January in each year, the unpaid annual registration fee may be sued for by the Crown by action as a civil debt and the Crown may require, and the court may order, the payment of any penalties accrued in respect of the late payment of the fee.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Authority to be informed of changes 11. (1) Where a private fund \u2014 (a) makes any change, or becomes aware of any change, that materially affects any information submitted to the Authority under section 6 or otherwise under this Act; or (b) changes its registered office or the location of its principal office, the private fund shall within twenty-one days after making the change or becoming aware of the change, as the case may be, file with the Authority the details of the change which shall be accompanied by the prescribed fee.3 (2) A person who contravenes subsection (1) commits an offence and is liable on conviction to a fine of twenty thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Misrepresentation as a private fund 12. (1) A person other than a private fund shall not represent in any way that the person is carrying on or attempting to carry on business in or from the Islands as a private fund. (2) A person who contravenes subsection (1) commits an offence and is liable on conviction to a fine of one hundred thousand dollars. PART 3 - OPERATING CONDITIONS FOR PRIVATE FUNDS\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Annual audit of private fund 13. (1) A private fund shall have its accounts audited annually by an auditor approved by the Authority. (2) The accounts of a private fund shall be prepared in accordance with the International Financial Reporting Standards or the generally accepted Private Funds Act (2025 Revision) accounting principles of the United States of America, Japan, Switzerland or a non-high risk jurisdiction. (3) The annual audit under subsection (1) shall be carried out in accordance with the International Standards on Auditing or the generally accepted auditing standards of the United States of America, Japan, Switzerland or a non-high risk jurisdiction. (4) A private fund shall, in such manner as the Authority may from time to time direct, send its audited accounts in respect of each financial year of the private fund to the Authority within six months of the end of that financial year or within such extension of that period as the Authority may allow. (5) A person who contravenes subsection (1), (2), (3) or (4) commits an offence and is liable on conviction to a fine of twenty thousand dollars. (6) The Authority may, in relation to the whole or part of any financial year of a private fund, exempt a private fund from the requirements of this section either absolutely or subject to such conditions as the Authority may deem appropriate.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Annual return 14. A private fund shall, in respect of each financial year of the private fund, submit an annual return in the prescribed form which shall be accompanied by the prescribed fee.4\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Retention of records 15. A private fund shall maintain its records in an accessible manner and in accordance with rules, statements of principle and guidance issued by the Authority under section 34 of the Monetary Authority Act (2020 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Valuation 16. (1) A private fund shall have appropriate and consistent procedures for the purposes of proper valuations of its assets, which shall ensure that valuations are conducted in accordance with the requirements in this Act. (2) Subject to subsection (6), valuations of the assets of a private fund shall be conducted in accordance with subsection (1). (3) Valuations of the assets of a private fund shall be carried out at a frequency that is appropriate to the assets held by the private fund and, in any case, on at least an annual basis. (4) Notwithstanding subsection (1), valuations of the assets of a private fund shall be performed by \u2014 (a) an independent third party that is appropriately professionally qualified to conduct valuations in a non-high risk jurisdiction; Private Funds Act (2025 Revision) (b) the manager or operator of the private fund, or a person who has a control relationship with the manager of the private fund, provided that \u2014 (i) the valuation function is independent from the portfolio management function; or (ii) potential conflicts of interest are properly identified, managed, monitored and disclosed to the investors of the private fund;5 or (c) an administrator not falling underparagraph (a) who is appointed by the private fund. (5) Where the valuation of the assets of a private fund is not performed by an independent third party in accordance with subsection (4)(a), the Authority may require the private fund to have its valuations verified by an auditor or independent third party. (6) Valuation of the assets of a private fund shall be carried out in accordance with any requirements in relation to valuations, including in respect of the degree and regularity of valuations appropriate for a private fund, set out in rules, statements of principle and guidance issued by the Authority under section 34 of the Monetary Authority Act (2020 Revision). (7) The Authority may exempt a private fund from the requirements of this section either absolutely or subject to such conditions as the Authority may deem appropriate.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Safekeeping of fund assets 17. (1) Subject to subsection (3), a private fund shall appoint a custodian to perform the duties set out in subsection (2). (2) The custodian shall \u2014 (a) hold in custody, in segregated accounts opened in the name, or for the account, of the private fund, the custodial fund assets; and (b) 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. (3) A private fund shall not be required to appoint a custodian if it has notified the Authority and it is neither practical nor proportionate to do so, having regard to the nature of the private fund and the type of assets it holds. (4) Where a private fund notifies the Authority of its intention not to appoint a custodian pursuant to subsection (3), the private fund shall appoint one of the following persons to carry out the title verification described in subsection (2)(b) \u2014 (a) an administrator or another independent third party; or Private Funds Act (2025 Revision) (b) the manager or operator, or a person with a control relationship with the manager of the private fund, provided that \u2014 (i) the title verification function is independent from the portfolio management function; or (ii) potential conflicts of interest are properly identified, managed, monitored and disclosed to the investors of the private fund.6 (5) Where the title verification described in subsection (2)(b) is not performed by a custodian, an administrator or another independent third party appointed in accordance with subsections (1) or (4)(a), the Authority may require the private fund to have its title verification verified by an appropriately professionally qualified independent third party.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Cash monitoring 18. (1) A private fund shall appoint one of the following persons to perform the cash monitoring duties set out in subsection (2) \u2014 (a) an administrator, custodian or another independent third party; or (b) the manager or operator, or a person who has a control relationship with the manager of the private fund, provided that \u2014 (i) the cash monitoring function is independent from the portfolio management function; or (ii) potential conflicts of interest are properly identified, managed, monitoredand disclosed to the investors of the private fund.7 (2) The person appointed under subsection (1) shall \u2014 (a) monitor the cash flows of the private fund; (b) ensure that all cash of the private fund has been booked in cash accounts opened in the name, or for the account, of the private fund; and (c) ensure that all payments made by investors to the private fund in respect of investment interests have been received. (3) Where the cash monitoring duties described in subsection (2) are not performed by an administrator, a custodian or another independent third party in accordance with subsection (1)(a), the Authority may require the private fund to have its cash monitoring verified by an independent third party.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_19\", \"num\": \"19.\", \"text\": \"Identification of securities 19. (1) A private fund that regularly trades securities or holds them on a consistent basis shall maintain a record of the identification codes of the securities it trades and holds in accordance with subsection (2) and shall make this record available to the Authority upon request. Private Funds Act (2025 Revision) (2) In relation to securities, the relevant identification codes for the purposes of subsection (1) shall include \u2014 (a) the International Securities Identification Number; or (b) if the International Securities Identification Number is not available, an alternative identification code that conforms to widely adopted international standards; or (c) if an alternative identification code that conforms to widely adopted international standards is not available, a regional identification code or the legal entity identifier of the issuer. PART 4 - SUPERVISION AND ENFORCEMENT\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_20\", \"num\": \"20.\", \"text\": \"Special measures 20. (1) The Authority may, where it considers that a private fund has breached or is at risk of breaching any of its obligations under this Act, enforce special measures against that private fund, which may include instructing the private fund to \u2014 (a) have its accounts audited by an auditor approved by the Authority and to submit them to the Authority within such time as the Authority specifies; or (b) provide a one-off or periodic report to the Authority on certain matters requested by the Authority in connection with the private fund in such form and within such time as the Authority specifies. (2) A person who fails to comply with an instruction by the Authority under subsection (1) commits an offence and is liable on conviction to a fine of ten thousand dollars plus five hundred dollars in respect of each day after the specified time during which the private fund failed to comply with the instruction.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_21\", \"num\": \"21.\", \"text\": \"Information required by the Authority 21. (1) The Authority may request a private fund to provide the Authority with such documents, statements or other information in respect of a private fund as the Authority may reasonably require in connection with the Authority\u2019s functions under this Act. (2) A person who fails to comply with a request by the Authority under subsection (1) commits an offence and is liable on conviction to a fine of two thousand dollars plus one hundred dollars in respect of each day during which the private fund fails to comply with the direction. Private Funds Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_22\", \"num\": \"22.\", \"text\": \"Authority may require information in respect of an alleged breach of 22. (1) If the Authority has reasonable grounds for believing a person is carrying on business or attempting to carry on business as a private fund in contravention of section 5, the Authority may instruct that person to give to the Authority such information or explanation as the Authority may reasonably require to enable the Authority to carry out its duty under this Act. (2) A person giving information or an explanation for the purpose of subsection (1) shall not give the Authority information or an explanation that the person knows or should reasonably know is false or misleading. (3) A person who fails to comply with an instruction given under subsection (1) or contravenes subsection (2) commits an offence and is liable on conviction to a fine of one hundred thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_23\", \"num\": \"23.\", \"text\": \"Authority may take action in respect of unregistered private funds 23. If it appears to the Authority that a private fund is carrying on or attempting to carry on business in or from the Islands and is doing so in breach of section 5, the Authority may apply to the Grand Court for such orders as it thinks fit to preserve the assets of the investors in the private fund and the Grand Court may grant such orders. PART 5 - DUTIES AND POWERS OF THE AUTHORITY\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_24\", \"num\": \"24.\", \"text\": \"Authority to administer this Act 24. (1) It is the duty of the Authority to administer this Act and in particular to examine and make determinations with respect to an application for registration of a private fund under section 7. (2) The Authority shall \u2014 (a) maintain a general review of business of a private fund in the Islands and submit an annual report in respect of the review of private fund business to the Cabinet; (b) be responsible for supervision and enforcement in respect of persons to whom this Act applies and for the investigation of persons where the Authority reasonably believes that they are or have been in breach of this Act; and (c) whenever the Authority considers it necessary, examine, by way of scrutiny of regular returns, on-site inspections or auditors\u2019 reports, or in such other manner as the Authority may determine, the affairs or business of any private fund for the purpose of \u2014 (i) a general review under paragraph (a); or Private Funds Act (2025 Revision) (ii) satisfying itself that this Act and any regulations made under this Act or under the Proceeds of Crime Act (2025 Revision) are being complied with. (3) The Authority may in writing authorise any other person to assist it in the exercise and performance of its powers and functions under this Act.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_25\", \"num\": \"25.\", \"text\": \"Powers of Authority in respect of a private fund 25. (1) The Authority may take all or any of the actions specified in subsection (2) if it is satisfied that \u2014 (a) a private fund is or is likely to become unable to meet its obligations as they fall due; (b) a private fund is carrying on business fraudulently or otherwise in a manner detrimental to the public interest or to the interests of its investors or its creditors; (c) a private fund is carrying on or attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors; (d) a private fund is carrying on or attempting to carry on business without complying with \u2014 (i) any condition of its registration imposed under this Act; or (ii) any other provision of this Act or of the Anti-Money Laundering Regulations (2025 Revision); (e) the direction and management of a private fund has not been conducted in a fit and proper manner; or (f) a person holding a position as an operator, manager or officer of a private fund is not a fit and proper person to hold the respective position. (2) For the purposes of subsection (1), the actions the Authority may take in respect of a private fund are to \u2014 (a) cancel any registration under section 7 in respect of the private fund; (b) impose conditions or further conditions on any private fund and to amend or revoke those conditions; (c) require the substitution of any promoter or operator of the private fund; (d) appoint a person to advise the private fund on the proper conduct of its affairs; and (e) appoint a person to assume control of the affairs of the private fund. (3) If the Authority takes action under subsection (2), it may \u2014 (a) apply to the Grand Court for an order to take such other action as it considers necessary to protect the interests of investors in, and creditors of, the private fund; and Private Funds Act (2025 Revision) (b) subsequently, take any other action provided for under subsection (2). (4) Where it considers it necessary or appropriate to do so, and if it is practical to do so, the Authority shall inform the investors of a private fund of any action it is taking or intending to take in respect of the private fund under this section. (5) A person appointed under subsection (2)(d) or (e) is appointed at the expense of the private fund, and any expense incurred by the Authority by virtue of the appointment is an amount due to the Authority and payable by the private fund. (6) A person appointed under subsection (2)(e) has all the powers necessary, to the exclusion of any operator, to administer the affairs of the private fund in the best interests of the investors and creditors of the private fund, and to appoint delegates to assist in that task. (7) The powers referred to in subsection (6) include the power to terminate the business of the private fund. (8) A person appointed in respect of a private fund under subsection (2)(d) or (e) shall \u2014 (a) when requested to do so by the Authority, supply the Authority with such information in respect of the private fund as may be specified by the Authority; (b) within three months of the person\u2019s appointment, or within such other period as the Authority may specify, prepare and supply to the Authority a report on the affairs of the private fund making, where appropriate, recommendations in respect of the private fund; and (c) if the person\u2019s appointment is not terminated after supplying the report referred to in paragraph (b), supply to the Authority such other information, reports and recommendations as the Authority specifies. (9) If a person appointed under subsection (2)(d) or (e) fails to comply with an obligation under subsection (8) or, in the Authority\u2019s opinion, is not carrying out the person\u2019s obligations in respect of the private fund satisfactorily, the Authority may revoke the appointment and appoint another person under subsection (2)(d) or (e). (10) On receipt of any information or a report under subsection (8) in respect of a private fund, the Authority may \u2014 (a) require the private fund to reorganise its affairs in a manner specified by the Authority; (b) if the private fund is a company incorporated under the Companies Act (2025 Revision), apply to the Grand Court under section 94 of the Companies Act (2025 Revision) for the company to be wound up by the Grand Court in accordance with that Act; Private Funds Act (2025 Revision) (c) if the private fund is a foreign company as defined by section 183 of the Companies Act (2025 Revision), apply to the Grand Court for an order to wind up the foreign company; (d) if the private fund is a limited liability company, apply to the Grand Court under Part 8 of the Limited Liability Companies Act (2025 Revision) for the company to be wound up by the Grand Court in accordance with that Act; (e) if the private fund is a unit trust governed by the laws of the Islands, apply to the Grand Court for an order directing the trustee to wind up the private fund; or (f) if the private fund is a partnership governed by the laws of the Islands, apply to the Grand Court for an order to dissolve or wind up the partnership, and may take such action in respect of the appointment or continued appointment of the person appointed under subsection (2)(d) or (e) as it considers appropriate. (11) If the Authority takes action under subsection (10), it may apply to the Grand Court for an order to take such other action as it considers necessary to protect the interests of investors and creditors of the private fund, and take any other action provided for in that subsection or subsection (2). (12) Where the Grand Court makes an order on an application made in accordance with subsection (10)(e), the Grand Court may grant the trustee such indemnity as it considers appropriate out of the assets of the private fund. (13) Without prejudice to any other power of the Authority, the Authority may, at any time, cancel any registration under section 7 in force in respect of a private fund if the Authority is satisfied that the private fund has ceased to carry on or to attempt to carry on business as a private fund or is winding up or is dissolved. (14) Nothing in this section shall be construed as limiting any power conferred on the Authority by section 24 or by any other provision of this Act or the regulations made under this Act. (15) In determining for the purposes of this Act whether a person is a fit and proper person, regard shall be had to all circumstances, including that person\u2019s \u2014 (a) honesty, integrity and reputation; (b) competence and capability; and (c) financial soundness. Private Funds Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_26\", \"num\": \"26.\", \"text\": \"Powers of Authority, etc., to search in accordance with search warrant 26. (1) If a magistrate is satisfied on an application made by the Authority or a police officer of the rank of Inspector or above that there are reasonable grounds for suspecting that an offence under this Act has been, is being or is about to be committed in certain premises, the magistrate may issue a warrant authorising the Authority or a police officer and such other persons as may reasonably be needed to assist the Authority or the police officer \u2014 (a) to enter those premises, using force if necessary; (b) to search the premises and any person in the premises; (c) if it is necessary to do so, to break open and search anything on the premises in which a record may be stored or concealed; (d) to take possession of, and secure against interference any record that appears to indicate that any offence under this Act has been, is being or is about to be committed; and (e) to inspect and take copies of any record on the premises that appears to indicate that an offence under this Act has been, is being or is about to be committed, or, if this is not practical, to take away or deliver any such records to the Authority. (2) If a record is taken away by, or delivered to the Authority in accordance with subsection (1)(e), the Authority may retain it for as long as is necessary to allow it to be inspected and for copies or abstracts to be taken and it is then to be returned to the premises from which it was taken. (3) While a record is in the possession of the Authority in accordance with subsection (2), the Authority shall allow a person who would be entitled to inspect it if it were not in the possession of the Authority to inspect and take copies and abstracts of it at any reasonable time. (4) If a person has a lien on a record, nothing done under this section in relation to the record prejudices the lien. (5) Nothing in this section authorises a person to search a person of the opposite sex. (6) In this section,\u201cpremises\u201d includes \u2014 (a) land, whether or not covered by buildings; (b) any structure, whether or not attached to land; and (c) a means of transport.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_27\", \"num\": \"27.\", \"text\": \"Authority shall not be hindered 27. A person shall not hinder the Authority in the exercise of any of its powers under this Act, and a person who contravenes this provision commits an offence and is liable on conviction to a fine of two hundred thousand dollars. Private Funds Act (2025 Revision) PART 6 - MISCELLANEOUS PROVISIONS\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_28\", \"num\": \"28.\", \"text\": \"Appeals 28. (1) An appeal lies to the Grand Court from a decision of the Authority to cancel the registration of a private fund under section 25(2). (2) An appeal against a decision of the Authority under subsection (1) shall be on motion, and the appellant, within twenty-one days after the day on which the Authority has given its decision, shall serve on the Authority a notice, in writing signed by the appellant, or the appellant\u2019s attorney-at-law, of the appellant\u2019s intention to appeal and of the general ground of the appeal. (3) Notwithstanding subsection (2), a person aggrieved by a decision of the Authority may, upon notice to the Authority, apply to the Grand Court for leave to extend the time within which the notice of appeal prescribed by this section may be served, and the Grand Court upon hearing of such application may extend the time prescribed by this section as it deems fit. (4) Subject to subsection (5), the Authority shall, upon receiving the notice of appeal, transmit to the Clerk of the Grand Court without delay a copy of the decision and all papers relating to the appeal. (5) The Authority is not compelled to disclose any information if it is considered that the public interest would suffer by such disclosure. (6) The Clerk of the Grand Court shall set the appeal down for hearing and shall cause notice of the date to be published in such manner as the Grand Court may direct. (7) At the hearing of the appeal, the appellant shall, before presenting the case, state all the grounds of appeal on which the appellant intends to rely and shall not, unless by leave of the Grand Court, go into any matters not raised by such statements. (8) The Grand Court may adjourn the hearing of an appeal and may, upon the hearing of the appeal, confirm, reverse, vary or modify the decision of the Authority or remit the matter with the opinion of the Grand Court thereon to the Authority. (9) An appeal against a decision of the Authority shall not have the effect of suspending the execution of the decision.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_29\", \"num\": \"29.\", \"text\": \"Obligation of auditor 29. (1) If an auditor, in the course of carrying out an audit of the accounts of a private fund pursuant to section 13(1), obtains information or suspects that the private fund is \u2014 (a) unable or likely to become unable to meet its obligations as they fall due; Private Funds Act (2025 Revision) (b) carrying on or attempting to carry on business or winding up its business voluntarily in a manner that is prejudicial to its investors or creditors; (c) carrying on or attempting to carry on business without keeping any or sufficient accounting records to allow its accounts to be properly audited; (d) carrying on or attempting to carry on business in a fraudulent or criminal manner; or (e) carrying on or attempting to carry on business otherwise than in compliance with \u2014 (i) this Act or any regulations made under this Act; (ii) the Monetary Authority Act (2020 Revision); (iii) the Anti-Money Laundering Regulations (2025 Revision); or (iv) a condition of its registration imposed under this Act, the auditor shall immediately give the Authority written notice of the information or suspicion and, in the case of suspicion, the reason for that suspicion. (2) Without prejudice to subsection (6), if it appears to the Authority that an auditor has failed to comply with subsection (1), the Authority may instruct the private fund to remove and replace its auditor. (3) A private fund shall not appoint as an auditor a person removed under subsection (2) unless the Authority is satisfied that the person will in future comply with subsection (1). (4) A reference in this section to an auditor carrying out an audit of the accounts of a private fund includes a reference to an auditor who was engaged to carry out such an audit or who was in the course of carrying out such an audit but resigned before carrying out or completing the audit or whose contract to carry out or complete the audit was otherwise terminated. (5) A person who contravenes subsection (1) commits an offence and is liable on summary conviction to a fine of twenty thousand dollars. (6) Nothing in subsection (1) shall impose on an auditor carrying out an audit of the accounts of a private fund an obligation to do anything that the auditor would not otherwise be required to do in accordance with generally accepted auditing standards, other than the obligation to provide notice and reasons to the Authority.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_30\", \"num\": \"30.\", \"text\": \"Exemption from compliance with Trade and Business Licensing Act 30. A private fund may carry on business without reference to the Trade and Business Licensing Act (2021 Revision). Private Funds Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_31\", \"num\": \"31.\", \"text\": \"Regulations 31. (1) The Cabinet may make regulations \u2014 (a) prescribing anything by this Act required to be prescribed; (b) prescribing forms to be used under this Act; (c) prescribing any returns to be made under this Act; (d) Repealed by section 4 of the Private Funds (Amendment) Act, 2020 [Law 30 of 2020]. (e) prescribing any fees payable; and (f) providing for such matters as may be necessary or convenient for carrying out or giving effect to this Act and its administration. (2) Regulations made under this Act may \u2014 (a) make different provision in relation to different cases or circumstances; (b) apply in respect of particular persons or particular cases or particular classes of persons or particular classes of cases, and define a class by reference to any circumstances; or (c) contain such transitional, consequential, incidental or supplementary provisions as appear to the Cabinet to be necessary or expedient for the purposes of the Regulations. (3) Regulations made under this Act may create an offence punishable by a fine not exceeding twenty thousand dollars. (4) Fees prescribed for the purpose of this Act need bear no relationship to the cost of providing any service.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_32\", \"num\": \"32.\", \"text\": \"Amendment of Schedule 32. The Cabinet may, after consultation with the Authority, by Order amend the Schedule.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_33\", \"num\": \"33.\", \"text\": \"Savings, transitional and consequential provisions 33. (1) Notwithstanding section 31, the Cabinet may make regulations to provide for such savings, transitional and consequential provisions to have effect in connection with the coming into operation of any provision of this Act as are necessary or expedient. (2) Regulations made under subsection (1) may be given retrospective operation to a day not earlier than the day that this Act comes into force. (3)  Notwithstanding section 2 of the the Private Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024], and further to section 5(a) of the the Private Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024], the fee for an application for registration of a private fund for which a decision is pending on the day immediately preceding the 1st January, 2025, the Private Funds Act (2025 Revision) commencement date of the the Private Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024] shall be refundable.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_34\", \"num\": \"34.\", \"text\": \"Validation of payment and collection of fees 34. The payment of fees to, and the charging and collection of fees by, the Authority without statutory authority prior to 1st January, 2025, the commencement date of the Private Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024] for \u2014 (a)  the registration of a private fund; (b)  the filing of the details of changes related to a private fund; and (c)  the submission of annual returns, are validated and taken to have been lawfully charged by, paid to and collected by the Authority, as if the Authority was empowered under the Private Funds Act (2021 Revision) as amended by the Private Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024] to charge and collect those fees.8\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_35\", \"num\": \"35.\", \"text\": \"Orders or determinations by court not affected 35. This amending and validating Act does not affect any order or determination made by a court with respect to fees charged by, paid to and collected by the Authority without statutory authority prior to 1st January, 2025, the commencement date of the Private Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024] for \u2014 (a)  the registration of a private fund; (b)  the filing of the details of changes related to a private fund; or (c)  the submission of annual returns.9 Private Funds Act (2025 Revision) SCHEDULE SCHEDULE (Sections 2 and 32) Non-fund arrangements The following arrangements, as defined in rules and guidance issued by the Authority under section 34 of the Monetary Authority Act (2020 Revision), constitute non-fund arrangements \u2014 (a) pension funds; (b) securitisation special purpose vehicles; (c) contracts of insurance; (d) joint ventures; (e) proprietary vehicles; (f) officer, manager or employee incentive, participation or compensation schemes, and programmes or schemes to similar effect; (g) holding vehicles; (h) individual investment management arrangements; (i) pure deposit-based schemes; (j) arrangements not operated by way of business; (k) debt issues and debt issuing vehicles; (l) common accounts; (m) franchise arrangements; (n) timeshare and long-term holiday product schemes; (o) schemes involving the issue of certificates representing investments; (p) clearing services; (q) settlement services; (r) funeral plan contracts; (s) individual pension accounts; (t) structured finance vehicles; (u) preferred equity financing vehicles; (v) a fund of whose investment interests are listed on a stock exchange (including an over-the-counter-market) specified by the Authority by notice in the Gazette; SCHEDULE Private Funds Act (2025 Revision) (x) occupational and personal pension schemes; (y) sovereign wealth funds; (z) single family offices. Publication in consolidated and revised form authorised by the Cabinet this 21st day of January, 2025. Kim Bullings Clerk of Cabinet Private Funds Act (2025 Revision) ENDNOTES ENDNOTES Table of Legislation history: SL # Act\/Law # Legislation Commencement Gazette 60\/2024 Private Funds (Amendment and Validation) Act, 2024 (Commencement) Order, 2024 19-Dec-2024 LG47\/2024\/s26 20\/2024 Private Funds (Amendment and Validation) Act, 2024 1-Jan-2025 LG47\/2024\/s11 Private Funds Act (2021 Revision) 19-Feb-2021 LG16\/2021\/s4 56\/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89\/2020\/s1 30\/2020 Private Funds (Amendment) Law, 2020 7-Jul-2020 LG49\/2020\/s6 3\/2020 Private Funds Law, 2020 (Commencement) Order, 2020 7-Feb-2020 LG9\/2020\/s4 1\/2020 Private Funds Law, 2020 7-Feb-2020 LG9\/2020\/s1 Table of Endnote references: 1 S. 2 Substituted by Private Funds (Amendment) Act [Law 30 of 2020] 2 S. 6 amended by Private Funds (Amendment and Validation) Act [Act 20 of 2024] 3 S. 11 amended by Private Funds (Amendment and Validation) Act [Act 20 of 2024] 4 S. 14 amended by Private Funds (Amendment and Validation) Act [Act 20 of 2024] 5 S. 16(4)(b)(ii) amended by Private Funds (Amendment) Act [Law 30 of 2020] 6 S. 17(4)(b)(ii) amended by Private Funds (Amendment) Act [Law 30 of 2020] 7 S. 18(1)(b)(ii) amended by Private Funds (Amendment) Act [Law 30 of 2020] 8 S.34 inserted by Private Funds (Amendment and Validation) Act [Act 20 of 2024] 9 S. 35 inserted by Private Funds (Amendment and Validation) Act [Act 20 of 2024] ENDNOTES Private Funds Act (2025 Revision) (Price: $6.40)\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": \"e_commence_2025_02_11\", \"date\": \"2025-02-11\", \"type\": \"generation\", \"source\": \"#cilegis\"}]}, \"references\": {\"source\": \"#canary\", \"TLCRole\": [], \"TLCEvent\": [{\"eId\": \"ev_commencement\", \"href\": \"\/akn\/ontology\/canary\/event\/commencement\", \"showAs\": \"commencement\"}], \"TLCPerson\": [], \"TLCConcept\": [{\"eId\": \"inForce\", \"href\": \"\/akn\/ontology\/canary\/concept\/temporal\/in-force\", \"showAs\": \"in force\"}], \"TLCProcess\": [], \"TLCLocation\": [], \"TLCOrganization\": [{\"eId\": \"cilegis\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\", \"showAs\": \"Cayman Islands legislation mirror (kyleg)\"}]}, \"temporalData\": {\"source\": \"#cilegis\", \"temporalGroup\": [{\"eId\": \"tg_inforce_2025_02_11\", \"timeInterval\": [{\"end\": null, \"start\": \"#e_commence_2025_02_11\", \"duration\": null, \"refersTo\": \"#inForce\"}]}]}, \"classification\": null, \"identification\": {\"source\": \"#cilegis\", \"FRBRWork\": {\"FRBRuri\": \"\/akn\/ky\/act\/2020\/1\", \"FRBRdate\": [{\"date\": \"2025-02-11\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/2020\/1\/!main\", \"FRBRalias\": [{\"name\": \"cmsId\", \"value\": \"2020-0001\"}], \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRnumber\": \"1 of 2020\", \"FRBRcountry\": \"ky\", \"FRBRsubtype\": \"principal\"}, \"FRBRExpression\": {\"FRBRuri\": \"\/akn\/ky\/act\/2020\/1\/eng@2025-02-11\", \"FRBRdate\": [{\"date\": \"2025-02-11\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/2020\/1\/eng@2025-02-11\/!main\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRlanguage\": \"eng\"}, \"FRBRManifestation\": {\"FRBRuri\": \"\/akn\/ky\/act\/2020\/1\/eng@2025-02-11.xml\", \"FRBRdate\": [{\"date\": \"2026-06-22\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/2020\/1\/eng@2025-02-11.xml\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRformat\": \"application\/xml\"}}}, \"name\": \"act\", \"header\": {\"title\": \"Private Funds Act\", \"actNumber\": \"1 of 2020\", \"longTitle\": null}}, \"doc\": null, \"bill\": null, \"judgment\": null}}","akn_full_text":"CAYMAN ISLANDS\n\nPRIVATE FUNDS ACT\n(2025 Revision)\nSupplement No. 6 published with Legislation Gazette No. 12 dated 11th February, 2025.\n\nPage 2\nRevised as at 1st January, 2025\nc\n\nPUBLISHING DETAILS\nLaw 1 of 2020 consolidated with Laws 30 of 2020 and Acts 56 of 2020 and 20 of 2024.\n\nRevised under the authority of the Law Revision Act (2020 Revision).\n\nOriginally enacted \u2014\nLaw 1 of 2020-31st January, 2020\nLaw 30 of 2020-1st July, 2020\nAct 56 of 2020-7th December, 2020\nAct 20 of 2024-11th December, 2024.\n\nOriginally made \u2014\nSL 60 of 2024-17th December, 2024.\n\nConsolidated and revised this 1st day of January, 2025.\n\nNote (not forming part of this Act): This revision replaces the 2021 Revision which\nshould now be discarded.\n\nPrivate Funds Act (2025 Revision)\nArrangement of Sections\n\nc\nRevised as at 1st January, 2025\nPage 3\n\nCAYMAN ISLANDS\n\nPRIVATE FUNDS ACT\nArrangement of Sections\nSection\nPage\nPART 1 - PRELIMINARY\n1.\nShort title ...................................................................................................................................5\n2.\nInterpretation .............................................................................................................................5\n3.\nApplication ............................................................................................................................... 11\n4.\nCompliance with this Act .......................................................................................................... 11\nPART 2 - REGISTRATION\n5.\nRequirement for registration..................................................................................................... 11\n6.\nApplication to be registered ..................................................................................................... 12\n7.\nPower to register ..................................................................................................................... 13\n8.\nRisk-based supervision of private fund..................................................................................... 13\n9.\nName of private fund restricted ................................................................................................ 13\n10.\nPrivate fund to pay annual registration fee ............................................................................... 13\n11.\nAuthority to be informed of changes ......................................................................................... 14\n12.\nMisrepresentation as a private fund ......................................................................................... 14\nPART 3 - OPERATING CONDITIONS FOR PRIVATE FUNDS\n13.\nAnnual audit of private fund ..................................................................................................... 14\n14.\nAnnual return ........................................................................................................................... 15\n15.\nRetention of records ................................................................................................................ 15\n16.\nValuation ................................................................................................................................. 15\n17.\nSafekeeping of fund assets ...................................................................................................... 16\n18.\nCash monitoring ...................................................................................................................... 17\n19.\nIdentification of securities ......................................................................................................... 17\n\nArrangement of Sections\nPrivate Funds Act (2025 Revision)\n\nPage 4\nRevised as at 1st January, 2025\nc\n\nPART 4 - SUPERVISION AND ENFORCEMENT\n20.\nSpecial measures .................................................................................................................... 18\n21.\nInformation required by the Authority ....................................................................................... 18\n22.\nAuthority may require information in respect of an alleged breach of section 5 ........................ 19\n23.\nAuthority may take action in respect of unregistered private funds ........................................... 19\nPART 5 - DUTIES AND POWERS OF THE AUTHORITY\n24.\nAuthority to administer this Act ................................................................................................. 19\n25.\nPowers of Authority in respect of a private fund ....................................................................... 20\n26.\nPowers of Authority, etc., to search in accordance with search warrant ................................... 23\n27.\nAuthority shall not be hindered................................................................................................. 23\nPART 6 - MISCELLANEOUS PROVISIONS\n28.\nAppeals ................................................................................................................................... 24\n29.\nObligation of auditor................................................................................................................. 24\n30.\nExemption from compliance with Trade and Business Licensing Act ....................................... 25\n31.\nRegulations ............................................................................................................................. 26\n32.\nAmendment of Schedule.......................................................................................................... 26\n33.\nSavings, transitional and consequential provisions .................................................................. 26\n34.\nValidation of payment and collection of fees ............................................................................ 27\n35.\nOrders or determinations by court not affected ........................................................................ 27\nSCHEDULE\n29\nENDNOTES\n31\nTable of Legislation history: ............................................................................................................... 31\nTable of Endnote references: ............................................................................................................ 31\n\nPrivate Funds Act (2025 Revision)\nSection 1\n\nc\nRevised as at 1st January, 2025\nPage 5\n\nCAYMAN ISLANDS\n\nPRIVATE FUNDS ACT\n(2025 Revision)\n\nPART 1 - PRELIMINARY\n1.\nShort title\n1.\nThis Act may be cited as the Private Funds Act (2025 Revision).\n2.\nInterpretation\n2.\nIn this Act \u2014\n\u201caccountant\u201d means a person who has qualified as an accountant by\nexamination of one of the Institutes of Chartered Accountants or Certified\nAccountants in England and Wales, Ireland or Scotland or the Chartered\nProfessional Accountants of Canada or the American Institute of Certified\nPublic Accountants or by an institute of accountants in a non-high risk\njurisdiction, and is a current member in good standing of one of those institutes;\n\u201cadministrator\u201d means a person established in the Islands or a non-high risk\njurisdiction who \u2014\n(a)\nis either \u2014\n(i)\na licensed mutual funds administrator under section 12 of the Mutual\nFunds Act (2025 Revision); or\n(ii) authorised or otherwise permitted to carry out administration\nactivities in relation to a private fund in any non-high risk\njurisdiction; and\n\nSection 2\nPrivate Funds Act (2025 Revision)\n\nPage 6\nRevised as at 1st January, 2025\n\nc\n\n(b) does not have a control relationship with the private fund\u2019s manager or\noperator;\n\u201calternative investment vehicle\u201d has the meaning prescribed;\n\u201cauditor\u201d means a person who \u2014\n(a) is an accountant; or\n(b) has another accounting qualification approved by the Authority; and\n(c) does not have a control relationship with the private fund\u2019s manager or\noperator;\n\u201cAuthority\u201d means the Cayman Islands Monetary Authority established under\nsection 5(1) of the Monetary Authority Act (2020 Revision) and includes any\nemployee of the Authority acting under the Authority\u2019s authorisation;\n\u201ccompany\u201d means a body corporate constituted under the laws of the Islands or\nof any other jurisdiction;\n\u201ccontroller\u201d means a person who, in relation to another person (the \u201ccontrolled\nentity\u201d), holds, directly or indirectly, more than fifty percent of the economic\ninterests or voting power in the controlled entity;\n\u201ccontrol relationship\u201d means the relationship that exists between a person\n(\u201cA\u201d) and the private fund\u2019s manager or operator if \u2014\n(a)\nA is a controller of the private fund\u2019s manager or operator;\n(b) the private fund\u2019s manager or operator is a controller of A; or\n(c)\na controller of A is also a controller of the private fund\u2019s manager or\noperator;\n\u201ccustodial fund assets\u201d means the assets of a private fund that are capable of\nbeing physically delivered or capable of registration in an account opened in a\ncustodian\u2019s books in the name, or for the account, of the private fund;\n\u201ccustodian\u201d means a person established in the Islands or a non-high risk\njurisdiction who \u2014\n(a)\nis authorised or otherwise permitted in the Islands or any non-high risk\njurisdiction to provide custody services; and\n(b) does not have a control relationship with the private fund\u2019s manager or\noperator;\n\u201cdebt\u201d means an obligation of a company, unit trust or partnership to repay\nprincipal either without interest or together with interest calculated at either a\nfixed, floating or variable rate and whether or not together with any other\nentitlement, but payable in the event of the liquidation, termination or\ndissolution of the company, unit trust or partnership otherwise than in respect\nof, and, unless otherwise provided for by its terms, in priority to any payment in\nrespect of a share, a trust unit or a partnership interest of that company, unit trust\nor partnership;\n\nPrivate Funds Act (2025 Revision)\nSection 2\n\nc\nRevised as at 1st January, 2025\nPage 7\n\n\u201ceconomic interests\u201d means \u2014\n(a) in relation to an entity with a share capital, allotted or issued shares;\n(b) in relation to an entity with capital but no share capital, rights to share in\nthe capital of the entity;\n(c) in relation to an entity without capital, interests \u2014\n(i)\nconferring any right to share in the profits, or liability to contribute\nto the losses, of the entity; or\n(ii) giving rise to an obligation to contribute to the debts or expenses of\nthe entity in the event of a winding up;\n\u201cexempted limited partnership\u201d means an exempted limited partnership\nregistered under section 9(1) of the Exempted Limited Partnership Act (2025\nRevision);\n\u201cgeneral partner\u201d means \u2014\n(a)\nin respect of a limited partnership registered under the Partnership Act\n(2025 Revision), a general partner as defined in that Act;\n(b) in respect of an exempted limited partnership, a general partner as defined\nin that Act; or\n(c)\nin respect of a partnership constituted under the laws of a jurisdiction other\nthan the Islands, a person who would be a general partner of the partnership\nif the partnership were constituted under the laws of the Islands;\n\u201chigh net worth person\u201d has the meaning assigned to that expression in the\nSecurities Investment Business Act (2020 Revision);\n\u201cindependent third party\u201d means a person established in the Islands or a nonhigh risk jurisdiction who does not have a control relationship with the private\nfund\u2019s manager or operator;\n\u201cInternational Financial Reporting Standards\u201d means the accounting and\nreporting standards developed and issued by the International Accounting\nStandards Board;\n\u201cInternational Securities Identification Number\u201d means a unique code\nstructured in accordance with ISO 6166 and issued by a country\u2019s national\nnumbering agency, or equivalent, to identify a given security that is traded and\nsettled internationally;\n\u201cinvestment interest\u201d means a share, LLC interest, trust unit or partnership\ninterest that \u2014\n(a)\ncarries an entitlement to participate in the profits or gains of the company,\nunit trust or partnership; and\n(b) is not redeemable or repurchasable at the option of the investor,\nbut does not include debt, or alternative financial instruments as prescribed\nunder the Banks and Trust Companies Law (2025 Revision);\n\nSection 2\nPrivate Funds Act (2025 Revision)\n\nPage 8\nRevised as at 1st January, 2025\n\nc\n\n\u201cinvestor\u201d, in respect of a private fund, means the legal holder of record of an\ninvestment interest in the private fund but does not include a promoter, operator\nor proprietary investor;\n\u201climited liability company\u201d means a limited liability company registered under\nthe Limited Liability Companies Act (2025 Revision);\n\u201climited liability partnership\u201d means a limited liability partnership registered\nunder the Limited Liability Partnership Act (2025 Revision);\n\u201cLLC interest\u201d has the meaning assigned to that expression in section 2 of the\nLimited Liability Companies Act (2025 Revision);\n\u201cmanager\u201d means a person who is not an operator of a private fund and who is\nresponsible for the management of some or all of the investments held for or\nwithin a private fund;\n\u201cmarketing materials\u201d means any documents on the basis of which investors\nare solicited to purchase investment interests in a private fund, including but not\nlimited to offering documents;\n\u201cnon-fund arrangements\u201d means the arrangements specified in the Schedule;\n\u201cnon-high risk jurisdiction\u201d means any jurisdiction that is not on the list of\nhigh risk jurisdictions issued by the Financial Action Task Force;\n\u201coperator\u201d, in respect of a private fund, means \u2014\n(a)\nwhere the private fund is a unit trust, a trustee of that unit trust;\n(b) where the private fund is a partnership, a general partner in that\npartnership; or\n(c)\nwhere the private fund is a company, a director of that company or, in the\ncase of a company that is a limited liability company, a manager of that\nlimited liability company;\n\u201cother fund assets\u201d means the assets of a private fund that are not custodial\nfund assets;\n\u201cpartnership\u201d means \u2014\n(a)\na limited partnership registered under the Partnership Act (2025 Revision);\n(b) an exempted limited partnership;\n(c)\na limited liability partnership; or\n(d) a partnership constituted under the laws of a jurisdiction other than the\nIslands;\n\u201cprivate fund\u201d means a company, unit trust or partnership that offers or issues\nor has issued investment interests, the purpose or effect of which is the pooling\nof investor funds with the aim of enabling investors to receive profits or gains\nfrom such entity\u2019s acquisition, holding, management or disposal of investments,\nwhere \u2014\n\nPrivate Funds Act (2025 Revision)\nSection 2\n\nc\nRevised as at 1st January, 2025\nPage 9\n\n(a)\nthe holders of investment interests do not have day-to-day control over the\nacquisition, holding, management or disposal of the investments; and\n(b) the investments are managed as a whole by or on behalf of the operator of\nthe private fund, directly or indirectly, but does not include \u2014\n(i)\na person licensed under the Banks and Trust Companies Act (2025\nRevision) or the Insurance Act, 2010 [Law 32 of 2010];\n(ii) a person registered under the Building Societies Act (2020 Revision)\nor the Friendly Societies Act (1998 Revision); or\n(iii) any non-fund arrangements;1\n\u201cprofessional adviser\u201d means an attorney-at-law or an accountant;\n\u201cpromoter\u201d, in respect of a private fund or proposed private fund, means any\nperson whether within or outside the Islands who causes the preparation or\ndistribution of marketing materials in respect of the private fund or proposed\nprivate fund but does not include a professional adviser acting for or on behalf\nof such a person;\n\u201cproprietary investor\u201d, in respect of a private fund, means \u2014\n(a)\na person who is a current or past founder, principal, owner or stakeholder\nof a private fund;\n(b) any person who is providing, or in the same group as or affiliated with the\nperson providing, directly or indirectly, the investment management or\ninvestment advisory services with respect to a private fund; or\n(c)\na person who is a current or past founder, principal, owner or stakeholder\nof a person in paragraph (b);\n\u201cpublic in the Islands\u201d does not include \u2014\n(a)\na sophisticated person;\n(b) a high net worth person;\n(c)\na person specified in paragraph 3 or 4 of Schedule 4 to the Securities\nInvestment Business Act (2020 Revision);\n(d) an exempted or ordinary non-resident company registered under the\nCompanies Act (2025 Revision), or a foreign company registered under\nPart 9 of that Act, or a limited liability company registered under the\nLimited Liability Companies Act (2025 Revision) or any such company\nacting as general partner of an exempted limited partnership, or any\ndirector or officer of the same acting in such capacity;\n(e)\nan exempted limited partnership;\n(f)\na limited liability partnership; or\n(g) the trustee of any trust registered or capable of registration under\nsection 74 of the Trusts Act (2021 Revision) acting in such capacity;\n\nSection 2\nPrivate Funds Act (2025 Revision)\n\nPage 10\nRevised as at 1st January, 2025\n\nc\n\n\u201crecognised overseas regulatory authority\u201d has the meaning assigned to that\nexpression in section 2 of the Securities Investment Business Act (2020\nRevision);\n\u201crecord\u201d means any form in which information may be stored;\n\u201cregistered office\u201d means \u2014\n(a)\nin respect of a company incorporated under the Companies Act (2025\nRevision) (including an existing company as defined in that Act), the\nregistered office of the company for the purposes of that Act;\n(b) in respect of a limited liability company, the registered office of the\ncompany for the purposes of that Act;\n(c)\nin the case of a foreign company as defined by section 183 of the\nCompanies Act (2025 Revision), the person or persons authorised on behalf\nof the company in accordance with section 184(1)(e) of that Act;\n(d) in the case of an exempted limited partnership, the registered office of that\npartnership for the purposes of that Act;\n(e)\nin the case of a limited liability partnership, the registered office of that\npartnership for the purposes of that Act; or\n(f)\nin the case of an exempted trust registered under the Trusts Act (2021\nRevision), the place shown in the file maintained by the Registrar of Trusts\nas the address of the trustees of the trust;\n\u201cregistered restricted scope private fund\u201d means a restricted scope private\nfund that has been registered by the Authority under section 7(2);\n\u201cregulated EU Connected Fund\u201d has the meaning assigned to that expression\nin the Mutual Funds Act (2025 Revision);\n\u201cregulated mutual fund\u201d has the meaning assigned to that expression in the\nMutual Funds Act (2025 Revision);\n\u201cregulatory law\u201d has the meaning assigned to that expression in the Monetary\nAuthority Act (2020 Revision);\n\u201crestricted scope private fund\u201d has the meaning prescribed;\n\u201csophisticated person\u201d has the meaning assigned to that expression in the\nSecurities Investment Business Act (2020 Revision);\n\u201cstakeholder\u201d means an employee or consultant who is issued an investment\ninterest either \u2014\n(a)\nby way of incentive compensation for no payment or nominal payment or\ncapital commitment to the private fund; or\n(b) for which their payment or capital commitment in respect of such\ninvestment interest is greater than eighty thousand dollars or its equivalent;\n\u201ctrust unit\u201d means a unit of participation in a unit trust; and\n\nPrivate Funds Act (2025 Revision)\nSection 3\n\nc\nRevised as at 1st January, 2025\nPage 11\n\n\u201cunit trust\u201d means a trust established by a trustee that, for valuable\nconsideration, issues trust units in profits or gains arising from the acquisition\nholding, management or disposal of investments by the trustee of the trust, the\nproper law of which is the law of the Islands or the law of any other jurisdiction.\n3.\nApplication\n3.\n(1) Subject to subsections (2) and (3), this Act applies to a private fund that is\ncarrying on business or attempting to carry on business in or from the Islands\nbut does not apply to a regulated mutual fund or a regulated EU Connected\nFund.\n(2) Part 3 shall not apply to a private fund until its receipt of capital contributions\nfrom investors for the purposes of investments.\n(3) Where International Financial Reporting Standards or the generally accepted\naccounting principles of the United States of America, Japan, Switzerland or a\nnon-high risk jurisdiction permit consolidated or combined financial account\nreporting and a private fund chooses to report consolidated or combined\nfinancial statements with an alternative investment vehicle, sections 13, 16, 17,\n18 and 19 shall not apply to such alternative investment vehicle.\n4.\nCompliance with this Act\n4.\n(1) An operator of a private fund shall be responsible for compliance by that private\nfund with this Act.\n(2) An operator of a private fund who contravenes subsection (1) commits an\noffence and is liable on conviction to a fine of twenty thousand dollars.\nPART 2 - REGISTRATION\n5.\nRequirement for registration\n5.\n(1) Subject to subsection (3) and (6), a private fund shall not carry on or attempt to\ncarry on business in or from the Islands unless \u2014\n(a)\nit has submitted an application for registration to the Authority in\naccordance with section 6 within twenty-one days after its acceptance of\ncapital commitments from investors for the purposes of investments;\n(b) the prescribed details in respect to the private fund are filed with the\nAuthority;\n(c)\nthe prescribed annual registration fee under section 10 has been paid in\nrespect of the private fund;\n(d) it complies with any conditions of its registration imposed under section 7;\nand\n\nSection 6\nPrivate Funds Act (2025 Revision)\n\nPage 12\nRevised as at 1st January, 2025\n\nc\n\n(e)\nit complies with the provisions of this Act.\n(2) A person who contravenes subsection (1) commits an offence and is liable on\nconviction to a fine of one hundred thousand dollars.\n(3) A private fund may carry on or attempt to carry on business in or from the\nIslands without complying with subsection (1) if it is a private fund, not\nincorporated or established in the Islands, which makes an invitation to the\npublic in the Islands to subscribe for its investment interests by or through a\nperson who is the holder of a licence under the Securities Investment Business\nAct (2020 Revision), for a regulated activity specified by the Authority for the\npurposes of this subsection and \u2014\n(a)\nthose interests are listed on a stock exchange (including an over-thecounter market) specified by the Authority by notice in the Gazette; or\n(b) the private fund is regulated by a recognised overseas regulatory authority,\napproved by the Authority for the purposes of this subsection.\n(4) For the purposes of subsection (1) and section 3(1), a private fund is carrying\non or attempting to carry on business in or from the Islands if it is \u2014\n(a)\nincorporated or established in the Islands; or\n(b) incorporated or established outside the Islands and makes an invitation to\nthe public in the Islands to subscribe for its investment interests;\nand it is in receipt of capital contributions from investors for the purposes of\ninvestments.\n(5) Subject to subsection (6), a private fund, or any person authorised to act on\nbehalf of a private fund, may engage in oral or written communications and\nenter into any agreements with high net worth persons or sophisticated persons\nwho may have an interest in subscribing for or purchasing investment interests\nin the private fund, prior to the filing of an application pursuant to section 6 with\nrespect to such private fund with the Authority.\n(6) A private fund required to be registered under subsection (1) shall not accept\ncapital contributions from investors in respect of investments until it is\nregistered by the Authority in accordance with section 7.\n6.\nApplication to be registered\n6.\n(1) A private fund may apply to the Authority in the prescribed manner to be\nregistered under this Act, and the application shall be accompanied by the\nprescribed non-refundable application fee.2\n(2) A restricted scope private fund that applies for registration under subsection (1)\nmay elect as part of its registration application to be registered as a registered\nrestricted scope private fund.\n\nPrivate Funds Act (2025 Revision)\nSection 7\n\nc\nRevised as at 1st January, 2025\nPage 13\n\n7.\nPower to register\n7.\n(1) Subject to subsection (2), where an application is made under section 6, the\nAuthority, after considering the application, may register the private fund in the\nmanner and subject to such conditions that the Authority considers appropriate.\n(2) Where an application is made under section 6 by a restricted scope private fund\nthat has elected to be registered as a restricted scope private fund in accordance\nwith section 6(2), the Authority may register the restricted scope private fund as\na registered restricted scope private fund.\n(3) The Authority shall communicate its decision to register or refuse to register a\nprivate fund under this section as soon as reasonably practicable after receiving\nthe application.\n8.\nRisk-based supervision of private fund\n8.\nA private fund may be categorised by the Authority upon, or at any time following,\nregistration based on an assessment of risk in accordance with any rules, statements\nof principle and guidance issued by the Authority under section 34 of the Monetary\nAuthority Act (2020 Revision) and shall be subject to ongoing risk-based monitoring.\n9.\nName of private fund restricted\n9.\n(1) The Authority may refuse to register a private fund with a name that \u2014\n(a)\nis identical with that of any company, firm, business or other entity,\nwhether or not within the Islands, or so nearly resembles the name of such\na company, firm, business or entity as to be likely to deceive;\n(b) is likely to suggest, falsely, the patronage of or connection with some\nperson or authority, whether within the Islands or elsewhere; or\n(c)\nis likely to suggest, falsely, that the private fund has a special status in\nrelation to or derived from the Government or the Crown.\n(2) If, in the Authority\u2019s opinion, a private fund is carrying on, or attempting to\ncarry on business in or from the Islands in a name that the Authority would have\nrefused by virtue of subsection (1), the Authority may direct the private fund to\nchange its name to a name approved by the Authority.\n(3) A person who fails to comply with a direction given under subsection (2)\ncommits an offence and is liable on conviction to a fine of two thousand dollars\nplus one hundred dollars in respect of each day during which the private fund\nfails to comply with the direction.\n10.\nPrivate fund to pay annual registration fee\n10. (1) A private fund shall pay to the general revenue of the Islands the prescribed\nannual registration fee on or before 15th January in each year.\n\nSection 11\nPrivate Funds Act (2025 Revision)\n\nPage 14\nRevised as at 1st January, 2025\n\nc\n\n(2) If the annual registration fee referred to in subsection (1) is not paid on or before\n15th January in each year, there is payable an additional fee equal to one twelfth\nof that annual registration fee for each month or part of a month during which\nthe annual registration fee and any additional fee imposed by virtue of this\nsubsection remains unpaid.\n(3) The Authority may, for good cause, waive any additional fee imposed by virtue\nof subsection (2).\n(4) Without prejudice to subsection (1), (2) or (3), if an annual registration fee\nreferred to in subsection (1) is not paid on or before 15th January in each year,\nthe unpaid annual registration fee may be sued for by the Crown by action as a\ncivil debt and the Crown may require, and the court may order, the payment of\nany penalties accrued in respect of the late payment of the fee.\n11.\nAuthority to be informed of changes\n11. (1) Where a private fund \u2014\n(a)\nmakes any change, or becomes aware of any change, that materially affects\nany information submitted to the Authority under section 6 or otherwise\nunder this Act; or\n(b) changes its registered office or the location of its principal office,\nthe private fund shall within twenty-one days after making the change or\nbecoming aware of the change, as the case may be, file with the Authority the\ndetails of the change which shall be accompanied by the prescribed fee.3\n(2) A person who contravenes subsection (1) commits an offence and is liable on\nconviction to a fine of twenty thousand dollars.\n12.\nMisrepresentation as a private fund\n12. (1) A person other than a private fund shall not represent in any way that the person\nis carrying on or attempting to carry on business in or from the Islands as a\nprivate fund.\n(2) A person who contravenes subsection (1) commits an offence and is liable on\nconviction to a fine of one hundred thousand dollars.\nPART 3 - OPERATING CONDITIONS FOR PRIVATE FUNDS\n13.\nAnnual audit of private fund\n13. (1) A private fund shall have its accounts audited annually by an auditor approved\nby the Authority.\n(2) The accounts of a private fund shall be prepared in accordance with the\nInternational Financial Reporting Standards or the generally accepted\n\nPrivate Funds Act (2025 Revision)\nSection 14\n\nc\nRevised as at 1st January, 2025\nPage 15\n\naccounting principles of the United States of America, Japan, Switzerland or a\nnon-high risk jurisdiction.\n(3) The annual audit under subsection (1) shall be carried out in accordance with\nthe International Standards on Auditing or the generally accepted auditing\nstandards of the United States of America, Japan, Switzerland or a non-high risk\njurisdiction.\n(4) A private fund shall, in such manner as the Authority may from time to time\ndirect, send its audited accounts in respect of each financial year of the private\nfund to the Authority within six months of the end of that financial year or within\nsuch extension of that period as the Authority may allow.\n(5) A person who contravenes subsection (1), (2), (3) or (4) commits an offence and\nis liable on conviction to a fine of twenty thousand dollars.\n(6) The Authority may, in relation to the whole or part of any financial year of a\nprivate fund, exempt a private fund from the requirements of this section either\nabsolutely or subject to such conditions as the Authority may deem appropriate.\n14.\nAnnual return\n14. A private fund shall, in respect of each financial year of the private fund, submit an\nannual return in the prescribed form which shall be accompanied by the prescribed\nfee.4\n15.\nRetention of records\n15. A private fund shall maintain its records in an accessible manner and in accordance\nwith rules, statements of principle and guidance issued by the Authority under\nsection 34 of the Monetary Authority Act (2020 Revision).\n16.\nValuation\n16. (1) A private fund shall have appropriate and consistent procedures for the purposes\nof proper valuations of its assets, which shall ensure that valuations are\nconducted in accordance with the requirements in this Act.\n(2) Subject to subsection (6), valuations of the assets of a private fund shall be\nconducted in accordance with subsection (1).\n(3) Valuations of the assets of a private fund shall be carried out at a frequency that\nis appropriate to the assets held by the private fund and, in any case, on at least\nan annual basis.\n(4) Notwithstanding subsection (1), valuations of the assets of a private fund shall\nbe performed by \u2014\n(a)\nan independent third party that is appropriately professionally qualified to\nconduct valuations in a non-high risk jurisdiction;\n\nSection 17\nPrivate Funds Act (2025 Revision)\n\nPage 16\nRevised as at 1st January, 2025\n\nc\n\n(b) the manager or operator of the private fund, or a person who has a control\nrelationship with the manager of the private fund, provided that \u2014\n(i)\nthe valuation function is independent from the portfolio management\nfunction; or\n(ii) potential conflicts of interest are properly identified, managed,\nmonitored and disclosed to the investors of the private fund;5 or\n(c)\nan administrator not falling underparagraph (a) who is appointed by the\nprivate fund.\n(5) Where the valuation of the assets of a private fund is not performed by an\nindependent third party in accordance with subsection (4)(a), the Authority may\nrequire the private fund to have its valuations verified by an auditor or\nindependent third party.\n(6) Valuation of the assets of a private fund shall be carried out in accordance with\nany requirements in relation to valuations, including in respect of the degree and\nregularity of valuations appropriate for a private fund, set out in rules,\nstatements of principle and guidance issued by the Authority under section 34\nof the Monetary Authority Act (2020 Revision).\n(7) The Authority may exempt a private fund from the requirements of this section\neither absolutely or subject to such conditions as the Authority may deem\nappropriate.\n17.\nSafekeeping of fund assets\n17. (1) Subject to subsection (3), a private fund shall appoint a custodian to perform the\nduties set out in subsection (2).\n(2) The custodian shall \u2014\n(a)\nhold in custody, in segregated accounts opened in the name, or for the\naccount, of the private fund, the custodial fund assets; and\n(b) verify, based on information provided by the private fund and available\nexternal information, that the private fund holds title to any other fund\nassets and maintain a record of those other fund assets.\n(3) A private fund shall not be required to appoint a custodian if it has notified the\nAuthority and it is neither practical nor proportionate to do so, having regard to\nthe nature of the private fund and the type of assets it holds.\n(4) Where a private fund notifies the Authority of its intention not to appoint a\ncustodian pursuant to subsection (3), the private fund shall appoint one of the\nfollowing persons to carry out the title verification described in\nsubsection (2)(b) \u2014\n(a)\nan administrator or another independent third party; or\n\nPrivate Funds Act (2025 Revision)\nSection 18\n\nc\nRevised as at 1st January, 2025\nPage 17\n\n(b) the manager or operator, or a person with a control relationship with the\nmanager of the private fund, provided that \u2014\n(i)\nthe title verification function is independent from the portfolio\nmanagement function; or\n(ii) potential conflicts of interest are properly identified, managed,\nmonitored and disclosed to the investors of the private fund.6\n(5) Where the title verification described in subsection (2)(b) is not performed by a\ncustodian, an administrator or another independent third party appointed in\naccordance with subsections (1) or (4)(a), the Authority may require the private\nfund to have its title verification verified by an appropriately professionally\nqualified independent third party.\n18.\nCash monitoring\n18. (1) A private fund shall appoint one of the following persons to perform the cash\nmonitoring duties set out in subsection (2) \u2014\n(a)\nan administrator, custodian or another independent third party; or\n(b) the manager or operator, or a person who has a control relationship with\nthe manager of the private fund, provided that \u2014\n(i)\nthe cash monitoring function is independent from the portfolio\nmanagement function; or\n(ii) potential conflicts of interest are properly identified, managed,\nmonitoredand disclosed to the investors of the private fund.7\n(2) The person appointed under subsection (1) shall \u2014\n(a)\nmonitor the cash flows of the private fund;\n(b) ensure that all cash of the private fund has been booked in cash accounts\nopened in the name, or for the account, of the private fund; and\n(c)\nensure that all payments made by investors to the private fund in respect\nof investment interests have been received.\n(3) Where the cash monitoring duties described in subsection (2) are not performed\nby an administrator, a custodian or another independent third party in\naccordance with subsection (1)(a), the Authority may require the private fund to\nhave its cash monitoring verified by an independent third party.\n19.\nIdentification of securities\n19. (1) A private fund that regularly trades securities or holds them on a consistent basis\nshall maintain a record of the identification codes of the securities it trades and\nholds in accordance with subsection (2) and shall make this record available to\nthe Authority upon request.\n\nSection 20\nPrivate Funds Act (2025 Revision)\n\nPage 18\nRevised as at 1st January, 2025\n\nc\n\n(2) In relation to securities, the relevant identification codes for the purposes of\nsubsection (1) shall include \u2014\n(a)\nthe International Securities Identification Number; or\n(b) if the International Securities Identification Number is not available, an\nalternative identification code that conforms to widely adopted\ninternational standards; or\n(c)\nif an alternative identification code that conforms to widely adopted\ninternational standards is not available, a regional identification code or\nthe legal entity identifier of the issuer.\nPART 4 - SUPERVISION AND ENFORCEMENT\n20.\nSpecial measures\n20. (1) The Authority may, where it considers that a private fund has breached or is at\nrisk of breaching any of its obligations under this Act, enforce special measures\nagainst that private fund, which may include instructing the private fund to \u2014\n(a)\nhave its accounts audited by an auditor approved by the Authority and to\nsubmit them to the Authority within such time as the Authority specifies;\nor\n(b) provide a one-off or periodic report to the Authority on certain matters\nrequested by the Authority in connection with the private fund in such\nform and within such time as the Authority specifies.\n(2) A person who fails to comply with an instruction by the Authority under\nsubsection (1) commits an offence and is liable on conviction to a fine of ten\nthousand dollars plus five hundred dollars in respect of each day after the\nspecified time during which the private fund failed to comply with the\ninstruction.\n21.\nInformation required by the Authority\n21. (1) The Authority may request a private fund to provide the Authority with such\ndocuments, statements or other information in respect of a private fund as the\nAuthority may reasonably require in connection with the Authority\u2019s functions\nunder this Act.\n(2) A person who fails to comply with a request by the Authority under\nsubsection (1) commits an offence and is liable on conviction to a fine of two\nthousand dollars plus one hundred dollars in respect of each day during which\nthe private fund fails to comply with the direction.\n\nPrivate Funds Act (2025 Revision)\nSection 22\n\nc\nRevised as at 1st January, 2025\nPage 19\n\n22.\nAuthority may require information in respect of an alleged breach of\nsection 5\n22. (1) If the Authority has reasonable grounds for believing a person is carrying on\nbusiness or attempting to carry on business as a private fund in contravention of\nsection 5, the Authority may instruct that person to give to the Authority such\ninformation or explanation as the Authority may reasonably require to enable\nthe Authority to carry out its duty under this Act.\n(2) A person giving information or an explanation for the purpose of subsection (1)\nshall not give the Authority information or an explanation that the person knows\nor should reasonably know is false or misleading.\n(3) A person who fails to comply with an instruction given under subsection (1) or\ncontravenes subsection (2) commits an offence and is liable on conviction to a\nfine of one hundred thousand dollars.\n23.\nAuthority may take action in respect of unregistered private funds\n23. If it appears to the Authority that a private fund is carrying on or attempting to carry\non business in or from the Islands and is doing so in breach of section 5, the Authority\nmay apply to the Grand Court for such orders as it thinks fit to preserve the assets of\nthe investors in the private fund and the Grand Court may grant such orders.\nPART 5 - DUTIES AND POWERS OF THE AUTHORITY\n24.\nAuthority to administer this Act\n24. (1) It is the duty of the Authority to administer this Act and in particular to examine\nand make determinations with respect to an application for registration of a\nprivate fund under section 7.\n(2) The Authority shall \u2014\n(a)\nmaintain a general review of business of a private fund in the Islands and\nsubmit an annual report in respect of the review of private fund business\nto the Cabinet;\n(b) be responsible for supervision and enforcement in respect of persons to\nwhom this Act applies and for the investigation of persons where the\nAuthority reasonably believes that they are or have been in breach of this\nAct; and\n(c)\nwhenever the Authority considers it necessary, examine, by way of\nscrutiny of regular returns, on-site inspections or auditors\u2019 reports, or in\nsuch other manner as the Authority may determine, the affairs or business\nof any private fund for the purpose of \u2014\n(i)\na general review under paragraph (a); or\n\nSection 25\nPrivate Funds Act (2025 Revision)\n\nPage 20\nRevised as at 1st January, 2025\n\nc\n\n(ii) satisfying itself that this Act and any regulations made under this Act\nor under the Proceeds of Crime Act (2025 Revision) are being\ncomplied with.\n(3) The Authority may in writing authorise any other person to assist it in the\nexercise and performance of its powers and functions under this Act.\n25.\nPowers of Authority in respect of a private fund\n25. (1) The Authority may take all or any of the actions specified in subsection (2) if it\nis satisfied that \u2014\n(a)\na private fund is or is likely to become unable to meet its obligations as\nthey fall due;\n(b) a private fund is carrying on business fraudulently or otherwise in a manner\ndetrimental to the public interest or to the interests of its investors or its\ncreditors;\n(c)\na private fund is carrying on or attempting to carry on business or is\nwinding up its business voluntarily in a manner that is prejudicial to its\ninvestors or creditors;\n(d) a private fund is carrying on or attempting to carry on business without\ncomplying with \u2014\n(i)\nany condition of its registration imposed under this Act; or\n(ii) any other provision of this Act or of the Anti-Money Laundering\nRegulations (2025 Revision);\n(e)\nthe direction and management of a private fund has not been conducted in\na fit and proper manner; or\n(f)\na person holding a position as an operator, manager or officer of a private\nfund is not a fit and proper person to hold the respective position.\n(2) For the purposes of subsection (1), the actions the Authority may take in respect\nof a private fund are to \u2014\n(a)\ncancel any registration under section 7 in respect of the private fund;\n(b) impose conditions or further conditions on any private fund and to amend\nor revoke those conditions;\n(c)\nrequire the substitution of any promoter or operator of the private fund;\n(d) appoint a person to advise the private fund on the proper conduct of its\naffairs; and\n(e)\nappoint a person to assume control of the affairs of the private fund.\n(3) If the Authority takes action under subsection (2), it may \u2014\n(a)\napply to the Grand Court for an order to take such other action as it\nconsiders necessary to protect the interests of investors in, and creditors\nof, the private fund; and\n\nPrivate Funds Act (2025 Revision)\nSection 25\n\nc\nRevised as at 1st January, 2025\nPage 21\n\n(b) subsequently, take any other action provided for under subsection (2).\n(4) Where it considers it necessary or appropriate to do so, and if it is practical to\ndo so, the Authority shall inform the investors of a private fund of any action it\nis taking or intending to take in respect of the private fund under this section.\n(5) A person appointed under subsection (2)(d) or (e) is appointed at the expense of\nthe private fund, and any expense incurred by the Authority by virtue of the\nappointment is an amount due to the Authority and payable by the private fund.\n(6) A person appointed under subsection (2)(e) has all the powers necessary, to the\nexclusion of any operator, to administer the affairs of the private fund in the best\ninterests of the investors and creditors of the private fund, and to appoint\ndelegates to assist in that task.\n(7) The powers referred to in subsection (6) include the power to terminate the\nbusiness of the private fund.\n(8) A person appointed in respect of a private fund under subsection (2)(d) or (e)\nshall \u2014\n(a)\nwhen requested to do so by the Authority, supply the Authority with such\ninformation in respect of the private fund as may be specified by the\nAuthority;\n(b) within three months of the person\u2019s appointment, or within such other\nperiod as the Authority may specify, prepare and supply to the Authority\na report on the affairs of the private fund making, where appropriate,\nrecommendations in respect of the private fund; and\n(c)\nif the person\u2019s appointment is not terminated after supplying the report\nreferred to in paragraph (b), supply to the Authority such other\ninformation, reports and recommendations as the Authority specifies.\n(9) If a person appointed under subsection (2)(d) or (e) fails to comply with an\nobligation under subsection (8) or, in the Authority\u2019s opinion, is not carrying\nout the person\u2019s obligations in respect of the private fund satisfactorily, the\nAuthority may revoke the appointment and appoint another person under\nsubsection (2)(d) or (e).\n(10) On receipt of any information or a report under subsection (8) in respect of a\nprivate fund, the Authority may \u2014\n(a)\nrequire the private fund to reorganise its affairs in a manner specified by\nthe Authority;\n(b) if the private fund is a company incorporated under the Companies Act\n(2025 Revision), apply to the Grand Court under section 94 of the\nCompanies Act (2025 Revision) for the company to be wound up by the\nGrand Court in accordance with that Act;\n\nSection 25\nPrivate Funds Act (2025 Revision)\n\nPage 22\nRevised as at 1st January, 2025\n\nc\n\n(c)\nif the private fund is a foreign company as defined by section 183 of the\nCompanies Act (2025 Revision), apply to the Grand Court for an order to\nwind up the foreign company;\n(d) if the private fund is a limited liability company, apply to the Grand Court\nunder Part 8 of the Limited Liability Companies Act (2025 Revision) for\nthe company to be wound up by the Grand Court in accordance with that\nAct;\n(e)\nif the private fund is a unit trust governed by the laws of the Islands, apply\nto the Grand Court for an order directing the trustee to wind up the private\nfund; or\n(f)\nif the private fund is a partnership governed by the laws of the Islands,\napply to the Grand Court for an order to dissolve or wind up the\npartnership,\nand may take such action in respect of the appointment or continued\nappointment of the person appointed under subsection (2)(d) or (e) as it\nconsiders appropriate.\n(11) If the Authority takes action under subsection (10), it may apply to the Grand\nCourt for an order to take such other action as it considers necessary to protect\nthe interests of investors and creditors of the private fund, and take any other\naction provided for in that subsection or subsection (2).\n(12) Where the Grand Court makes an order on an application made in accordance\nwith subsection (10)(e), the Grand Court may grant the trustee such indemnity\nas it considers appropriate out of the assets of the private fund.\n(13) Without prejudice to any other power of the Authority, the Authority may, at\nany time, cancel any registration under section 7 in force in respect of a private\nfund if the Authority is satisfied that the private fund has ceased to carry on or\nto attempt to carry on business as a private fund or is winding up or is dissolved.\n(14) Nothing in this section shall be construed as limiting any power conferred on\nthe Authority by section 24 or by any other provision of this Act or the\nregulations made under this Act.\n(15) In determining for the purposes of this Act whether a person is a fit and proper\nperson, regard shall be had to all circumstances, including that person\u2019s \u2014\n(a) honesty, integrity and reputation;\n(b) competence and capability; and\n(c) financial soundness.\n\nPrivate Funds Act (2025 Revision)\nSection 26\n\nc\nRevised as at 1st January, 2025\nPage 23\n\n26.\nPowers of Authority, etc., to search in accordance with search warrant\n26. (1) If a magistrate is satisfied on an application made by the Authority or a police\nofficer of the rank of Inspector or above that there are reasonable grounds for\nsuspecting that an offence under this Act has been, is being or is about to be\ncommitted in certain premises, the magistrate may issue a warrant authorising\nthe Authority or a police officer and such other persons as may reasonably be\nneeded to assist the Authority or the police officer \u2014\n(a)\nto enter those premises, using force if necessary;\n(b) to search the premises and any person in the premises;\n(c)\nif it is necessary to do so, to break open and search anything on the\npremises in which a record may be stored or concealed;\n(d) to take possession of, and secure against interference any record that\nappears to indicate that any offence under this Act has been, is being or is\nabout to be committed; and\n(e)\nto inspect and take copies of any record on the premises that appears to\nindicate that an offence under this Act has been, is being or is about to be\ncommitted, or, if this is not practical, to take away or deliver any such\nrecords to the Authority.\n(2) If a record is taken away by, or delivered to the Authority in accordance with\nsubsection (1)(e), the Authority may retain it for as long as is necessary to allow\nit to be inspected and for copies or abstracts to be taken and it is then to be\nreturned to the premises from which it was taken.\n(3) While a record is in the possession of the Authority in accordance with\nsubsection (2), the Authority shall allow a person who would be entitled to\ninspect it if it were not in the possession of the Authority to inspect and take\ncopies and abstracts of it at any reasonable time.\n(4) If a person has a lien on a record, nothing done under this section in relation to\nthe record prejudices the lien.\n(5) Nothing in this section authorises a person to search a person of the opposite sex.\n(6) In this section,\u201cpremises\u201d includes \u2014\n(a) land, whether or not covered by buildings;\n(b) any structure, whether or not attached to land; and\n(c) a means of transport.\n27.\nAuthority shall not be hindered\n27. A person shall not hinder the Authority in the exercise of any of its powers under this\nAct, and a person who contravenes this provision commits an offence and is liable on\nconviction to a fine of two hundred thousand dollars.\n\nSection 28\nPrivate Funds Act (2025 Revision)\n\nPage 24\nRevised as at 1st January, 2025\n\nc\n\nPART 6 - MISCELLANEOUS PROVISIONS\n28.\nAppeals\n28. (1) An appeal lies to the Grand Court from a decision of the Authority to cancel the\nregistration of a private fund under section 25(2).\n(2) An appeal against a decision of the Authority under subsection (1) shall be on\nmotion, and the appellant, within twenty-one days after the day on which the\nAuthority has given its decision, shall serve on the Authority a notice, in writing\nsigned by the appellant, or the appellant\u2019s attorney-at-law, of the appellant\u2019s\nintention to appeal and of the general ground of the appeal.\n(3) Notwithstanding subsection (2), a person aggrieved by a decision of the\nAuthority may, upon notice to the Authority, apply to the Grand Court for leave\nto extend the time within which the notice of appeal prescribed by this section\nmay be served, and the Grand Court upon hearing of such application may\nextend the time prescribed by this section as it deems fit.\n(4) Subject to subsection (5), the Authority shall, upon receiving the notice of\nappeal, transmit to the Clerk of the Grand Court without delay a copy of the\ndecision and all papers relating to the appeal.\n(5) The Authority is not compelled to disclose any information if it is considered\nthat the public interest would suffer by such disclosure.\n(6) The Clerk of the Grand Court shall set the appeal down for hearing and shall\ncause notice of the date to be published in such manner as the Grand Court may\ndirect.\n(7) At the hearing of the appeal, the appellant shall, before presenting the case, state\nall the grounds of appeal on which the appellant intends to rely and shall not,\nunless by leave of the Grand Court, go into any matters not raised by such\nstatements.\n(8) The Grand Court may adjourn the hearing of an appeal and may, upon the\nhearing of the appeal, confirm, reverse, vary or modify the decision of the\nAuthority or remit the matter with the opinion of the Grand Court thereon to the\nAuthority.\n(9) An appeal against a decision of the Authority shall not have the effect of\nsuspending the execution of the decision.\n29.\nObligation of auditor\n29. (1) If an auditor, in the course of carrying out an audit of the accounts of a private\nfund pursuant to section 13(1), obtains information or suspects that the private\nfund is \u2014\n(a)\nunable or likely to become unable to meet its obligations as they fall due;\n\nPrivate Funds Act (2025 Revision)\nSection 30\n\nc\nRevised as at 1st January, 2025\nPage 25\n\n(b) carrying on or attempting to carry on business or winding up its business\nvoluntarily in a manner that is prejudicial to its investors or creditors;\n(c)\ncarrying on or attempting to carry on business without keeping any or\nsufficient accounting records to allow its accounts to be properly audited;\n(d) carrying on or attempting to carry on business in a fraudulent or criminal\nmanner; or\n(e)\ncarrying on or attempting to carry on business otherwise than in\ncompliance with \u2014\n(i)\nthis Act or any regulations made under this Act;\n(ii) the Monetary Authority Act (2020 Revision);\n(iii) the Anti-Money Laundering Regulations (2025 Revision); or\n(iv) a condition of its registration imposed under this Act,\nthe auditor shall immediately give the Authority written notice of the\ninformation or suspicion and, in the case of suspicion, the reason for that\nsuspicion.\n(2) Without prejudice to subsection (6), if it appears to the Authority that an auditor\nhas failed to comply with subsection (1), the Authority may instruct the private\nfund to remove and replace its auditor.\n(3) A private fund shall not appoint as an auditor a person removed under\nsubsection (2) unless the Authority is satisfied that the person will in future\ncomply with subsection (1).\n(4) A reference in this section to an auditor carrying out an audit of the accounts of\na private fund includes a reference to an auditor who was engaged to carry out\nsuch an audit or who was in the course of carrying out such an audit but resigned\nbefore carrying out or completing the audit or whose contract to carry out or\ncomplete the audit was otherwise terminated.\n(5) A person who contravenes subsection (1) commits an offence and is liable on\nsummary conviction to a fine of twenty thousand dollars.\n(6) Nothing in subsection (1) shall impose on an auditor carrying out an audit of the\naccounts of a private fund an obligation to do anything that the auditor would\nnot otherwise be required to do in accordance with generally accepted auditing\nstandards, other than the obligation to provide notice and reasons to the\nAuthority.\n30.\nExemption from compliance with Trade and Business Licensing Act\n30. A private fund may carry on business without reference to the Trade and Business\nLicensing Act (2021 Revision).\n\nSection 31\nPrivate Funds Act (2025 Revision)\n\nPage 26\nRevised as at 1st January, 2025\n\nc\n\n31.\nRegulations\n31. (1) The Cabinet may make regulations \u2014\n(a)\nprescribing anything by this Act required to be prescribed;\n(b) prescribing forms to be used under this Act;\n(c)\nprescribing any returns to be made under this Act;\n(d) Repealed by section 4 of the Private Funds (Amendment) Act, 2020 [Law\n30 of 2020].\n(e)\nprescribing any fees payable; and\n(f)\nproviding for such matters as may be necessary or convenient for carrying\nout or giving effect to this Act and its administration.\n(2) Regulations made under this Act may \u2014\n(a)\nmake different provision in relation to different cases or circumstances;\n(b) apply in respect of particular persons or particular cases or particular\nclasses of persons or particular classes of cases, and define a class by\nreference to any circumstances; or\n(c)\ncontain such transitional, consequential, incidental or supplementary\nprovisions as appear to the Cabinet to be necessary or expedient for the\npurposes of the Regulations.\n(3) Regulations made under this Act may create an offence punishable by a fine not\nexceeding twenty thousand dollars.\n(4) Fees prescribed for the purpose of this Act need bear no relationship to the cost\nof providing any service.\n32.\nAmendment of Schedule\n32. The Cabinet may, after consultation with the Authority, by Order amend the\nSchedule.\n33.\nSavings, transitional and consequential provisions\n33. (1) Notwithstanding section 31, the Cabinet may make regulations to provide for\nsuch savings, transitional and consequential provisions to have effect in\nconnection with the coming into operation of any provision of this Act as are\nnecessary or expedient.\n(2) Regulations made under subsection (1) may be given retrospective operation to\na day not earlier than the day that this Act comes into force.\n(3)  Notwithstanding section 2 of the the Private Funds (Amendment and\nValidation) Act, 2024 [Act 20 of 2024], and further to section 5(a) of the the\nPrivate Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024], the fee\nfor an application for registration of a private fund for which a decision is\npending on the day immediately preceding the 1st January, 2025, the\n\nPrivate Funds Act (2025 Revision)\nSection 34\n\nc\nRevised as at 1st January, 2025\nPage 27\n\ncommencement date of the the Private Funds (Amendment and Validation) Act,\n2024 [Act 20 of 2024] shall be refundable.\n34.\nValidation of payment and collection of fees\n34. The payment of fees to, and the charging and collection of fees by, the Authority\nwithout statutory authority prior to 1st January, 2025, the commencement date of the\nPrivate Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024] for \u2014\n\n(a)  the registration of a private fund;\n\n(b)  the filing of the details of changes related to a private fund; and\n\n(c)  the submission of annual returns,\n\nare validated and taken to have been lawfully charged by, paid to and collected by the\nAuthority, as if the Authority was empowered under the Private Funds Act (2021\nRevision) as amended by the Private Funds (Amendment and Validation) Act, 2024\n[Act 20 of 2024] to charge and collect those fees.8\n35.\nOrders or determinations by court not affected\n35. This amending and validating Act does not affect any order or determination made\nby a court with respect to fees charged by, paid to and collected by the Authority\nwithout statutory authority prior to 1st January, 2025, the commencement date of the\nPrivate Funds (Amendment and Validation) Act, 2024 [Act 20 of 2024] for \u2014\n\n(a)  the registration of a private fund;\n\n(b)  the filing of the details of changes related to a private fund; or\n\n(c)  the submission of annual returns.9\n\nPrivate Funds Act (2025 Revision)\n\nSCHEDULE\n\nc\nRevised as at 1st January, 2025\nPage 29\n\nSCHEDULE\n(Sections 2 and 32)\nNon-fund arrangements\nThe following arrangements, as defined in rules and guidance issued by the Authority\nunder section 34 of the Monetary Authority Act (2020 Revision), constitute non-fund\narrangements \u2014\n(a)\npension funds;\n(b) securitisation special purpose vehicles;\n(c)\ncontracts of insurance;\n(d) joint ventures;\n(e)\nproprietary vehicles;\n(f)\nofficer, manager or employee incentive, participation or compensation\nschemes, and programmes or schemes to similar effect;\n(g) holding vehicles;\n(h) individual investment management arrangements;\n(i)\npure deposit-based schemes;\n(j)\narrangements not operated by way of business;\n(k) debt issues and debt issuing vehicles;\n(l)\ncommon accounts;\n(m) franchise arrangements;\n(n) timeshare and long-term holiday product schemes;\n(o) schemes involving the issue of certificates representing investments;\n(p) clearing services;\n(q) settlement services;\n(r)\nfuneral plan contracts;\n(s)\nindividual pension accounts;\n(t)\nstructured finance vehicles;\n(u) preferred equity financing vehicles;\n(v) a fund of whose investment interests are listed on a stock exchange\n(including an over-the-counter-market) specified by the Authority by\nnotice in the Gazette;\n\nSCHEDULE\nPrivate Funds Act (2025 Revision)\n\nPage 30\nRevised as at 1st January, 2025\nc\n\n(x) occupational and personal pension schemes;\n(y) sovereign wealth funds;\n(z)\nsingle family offices.\nPublication in consolidated and revised form authorised by the Cabinet this 21st\nday of January, 2025.\nKim Bullings\nClerk of Cabinet\n\nPrivate Funds Act (2025 Revision)\n\nENDNOTES\n\nc\nRevised as at 1st January, 2025\nPage 31\n\nENDNOTES\nTable of Legislation history:\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\n60\/2024\nPrivate Funds (Amendment and Validation) Act, 2024\n(Commencement) Order, 2024\n19-Dec-2024 LG47\/2024\/s26\n\n20\/2024\nPrivate Funds (Amendment and Validation) Act, 2024\n1-Jan-2025 LG47\/2024\/s11\n\nPrivate Funds Act (2021 Revision)\n19-Feb-2021\nLG16\/2021\/s4\n\n56\/2020\nCitation of Acts of Parliament Act, 2020\n3-Dec-2020\nLG89\/2020\/s1\n\n30\/2020\nPrivate Funds (Amendment) Law, 2020\n7-Jul-2020\nLG49\/2020\/s6\n3\/2020\n\nPrivate Funds Law, 2020 (Commencement) Order, 2020\n7-Feb-2020\nLG9\/2020\/s4\n\n1\/2020\nPrivate Funds Law, 2020\n7-Feb-2020\nLG9\/2020\/s1\n\nTable of Endnote references:\n1 S. 2\n\nSubstituted by Private Funds (Amendment) Act [Law 30 of 2020]\n2 S. 6\n\namended by Private Funds (Amendment and Validation) Act [Act 20 of 2024]\n3 S. 11\n\namended by Private Funds (Amendment and Validation) Act [Act 20 of 2024]\n4 S. 14\n\namended by Private Funds (Amendment and Validation) Act [Act 20 of 2024]\n5 S. 16(4)(b)(ii)\n\namended by Private Funds (Amendment) Act [Law 30 of 2020]\n6 S. 17(4)(b)(ii)\n\namended by Private Funds (Amendment) Act [Law 30 of 2020]\n7 S. 18(1)(b)(ii)\n\namended by Private Funds (Amendment) Act [Law 30 of 2020]\n8 S.34\n\ninserted by Private Funds (Amendment and Validation) Act [Act 20 of 2024]\n9 S. 35\n\ninserted by Private Funds (Amendment and Validation) Act [Act 20 of 2024]\n\nENDNOTES\nPrivate Funds Act (2025 Revision)\n\nPage 32\nRevised as at 1st January, 2025\nc\n\n(Price: $6.40)","akn_extracted_at":"2026-06-22 15:36:53.907151+00","cms_id":"2020-0001","law_type":"principal","year":"2020","number":"1","title":"Private Funds Act","status":"in_force"},"provenance":{"files":[{"file_id":"5794","expr_id":"665","kind":"akn_xml","filename":"2020-0001_2025 Revision.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2020\/2020-0001\/2020-0001_2025 Revision.akn.xml","content_md5":"619803ee22321a69a6396e3d517608b2","byte_size":"61620","http_last_modified":null,"fetched_at":"2026-06-22 15:36:54.77578+00"},{"file_id":"1329","expr_id":"665","kind":"pristine_pdf","filename":"2020-0001_2025 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/2020\/2020-0001\/2020-0001_2025 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/PRINCIPAL\/2020\/2020-0001\/2020-0001_2025 Revision.pdf","content_md5":"90ae00f2e8859f3a88dec15e76a058cf","byte_size":"476583","http_last_modified":null,"fetched_at":"2026-06-21 23:09:36.824547+00"},{"file_id":"1330","expr_id":"665","kind":"working_pdf","filename":"2020-0001_2025 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/2020\/2020-0001\/2020-0001_2025 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2020\/2020-0001\/2020-0001_2025 Revision.pdf","content_md5":"90ae00f2e8859f3a88dec15e76a058cf","byte_size":"476583","http_last_modified":null,"fetched_at":"2026-06-21 23:09:36.824547+00"}],"paragraph_count":27,"latest_history":null},"quality":{"expr_id":"665","doc_id":"665","quality_state":"needs_review","quality_score":"84","needs_human_review":"t","deterministic_categories":"{duplicate_text,page_header_footer_noise}","llm_categories":"{truncated_text,other}","repair_actions":"{collapse_duplicate_text,manual_review,reextract_full_text,strip_page_furniture}","finding_severity_counts":"{\"low\": 1, \"medium\": 1}","finding_summary":"Sample shows partial truncation of Section 2 and stray pricing text; requires verification of full legislative content.","assessed_at":"2026-06-22 15:29:45.242228+00","updated_at":"2026-06-22 15:29:45.242228+00"}}