s.2Interpretation
2
Section 2Part 4 — Supervision and EnforcementAmended

Interpretation

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Amended by LG49/S6
In this Act — “ accountant ” 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; “ administrator ” means a person established in the Islands or a non - h igh risk jurisdiction who — ( a ) is either — ( 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 ( b ) does not have a control relationship with the private fund ’ s manager or operator ; “ alternative investment vehicle ” has the meaning prescribed; “ auditor ” mean s a person who — (a) is an accountant ; or (b) has an other accounting qualification approved by the Authority ; and (c) does not have a control relationship with the private fund ’ s manager or operator ; “ Authority ” means the Cayman Islands Monetary Authority established under section 5
of the Monetary Authority Act (2020 Revision) and includes any employee of the Authority acting under the Authority ’ s authorisation ; “ company ” means a body corporate constituted under the laws of the Islands or of any other jurisdiction; “ controller ” means a person who, in relation to another person (the “controlled entity”), holds, directly or indirectly, more than fifty percent of the economic interests or voting power in the controlled entity; “ control relationship ” means the relationship that exi sts between a person (“A”) and the private fund ’ s manager or operator if —
A is a controller of the private fund ’ s manager or operator;
the private fund ’ s manager or operator is a controller of A; or
a controller of A is also a controller of the private fund ’ s manager or operator; “ custodial fund assets ” 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 ’ s books in the name , or for the account, of the private fund; “ custodian ” means a person established in the Islands or a non - high risk jurisdiction who — ( 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 ’ s manager or operator ; “ debt ” 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 rat e 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 pr iority to any payment in respect of a share, a trust unit or a partnership interest of that company, unit trust or partnership; “ economic interests ” means — (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 —
conferring any right to share in the profits, or liability to contribute to the losses, of the entity; or
giving rise to an obligation to contribute to the debts or expenses of the entity in the event of a winding up; “ exempted limited partnership ” means an exempted limited partnership registered under section 9(1) of the Exempted Limited Partnership Act (2025 Revision) ; “ general partner ” means — ( 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 t he partnership were constituted under the laws of the Islands; “ high net worth person ” has the meaning assigned to that expression in the Securities Investment Business Act (2020 Revision) ; “ independent third party ” means a person established in the Islands or a non - high risk jurisdiction who does not have a control relationship with the private fund ’ s manager or operator; “ International Financial Reporting Standards ” means the accounting and reporting standards developed and issued by the International Accounting Standards Board; “ International Securities Identification Number ” means a unique code structured in accordance with ISO 6166 and issued by a country ’ s national numbering agency, or equivalent, to identify a given securit y that is traded and sett led internationally; “ investment interest ” means a share, LLC interest , trust unit or partnership interest that — ( a ) carries an entitlement to participate in the profits or gains of the company, unit trust or partnership ; and ( b ) is not redeemable or repu rchasable 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); “ investor ”, 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 propriet a ry investor ; “ limited liability company ” means a limited liability company registered under the Limited Liability Companies Act (2025 Revision) ; “ limited liability partnership ” means a limited liability partnership registered under the Limited Liability Partnership Act (2025 Revision) ; “ LLC interest ” has the meaning assigned to that expression in section 2 of the Limited Liability Companies Act ( 20 2 5 Revisi on ) ; “ manager ” 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; “ marketing materials ” 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; “ non - fund arrangements ” means the arrangements specified in the Schedule; “ non - high ris k jurisdiction ” means any jurisdiction that is not on the list of high risk jurisdictions issued by the Financial Action Task Force; “ operator ”, in respect of a private fund, means — ( 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 ; “ other fund assets ” means the assets of a private fund that are not custodial fund assets; “ partnership ” means — ( a ) a limited partnership registered under the Partnership Act (2025 Revision) ; ( b ) an exempted limited partnership ; ( c ) a l imited liability partnership; or
a partnership constituted under the laws of a jurisdiction other than the Islands; “ private fund ” 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 ’ s acquisition, holding, management or disposal of investments, where — ( 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 —
a person license d under the Banks and Trust Companies Act (2025 Revision) or the Insurance Act , 2010 [ Law 32 of 2010 ] ;
a person registered under the Building Societies Act (2020 Revision) or the Friendly Societies Act ( 1998 Revision ) ; or
any non - fund arrangements; 1 “ professional adviser ” means an attorney - at - law or an accountant; “ promoter ”, 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; “ proprietary investor ”, in respect of a private fund, means — ( 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 respe ct 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); “ public in the Islands ” does not include — ( a ) a sophisticated person; ( b ) a high net worth person; ( c ) a person specified in paragraph 3 or 4 of

Cross References