Exempted Limited Partnership Law EXEMPTED LIMITED PARTNERSHIP

CAYMAN ISLANDS Exempted Limited Partnership Law EXEMPTED LIMITED PARTNERSHIP REGULATIONS (2018 Revision) Supplement No. 16 published with Extraordinary Gazette No. 22 of 16th March, 2018. PUBLISHING DETAILS Revised under the authority of the Law Revision Law (1999 Revision). The Exempted Limited Partnership Regulations, 2014 made the 1st July, 2014 Consolidated with - The Exempted Limited Partnership (Amendment) Regulations, 2017 made 13th Dec, 2016. Consolidated and revised this 28th day of February, 2018. Page 2 Revised as at 28th day of February, 2018 c Exempted Limited Partnership Regulations Arrangement of Regulations CAYMAN ISLANDS Exempted Limited Partnership Law EXEMPTED LIMITED PARTNERSHIP REGULATIONS (2018 Revision) Arrangement of Regulations Regulation Page 1. Citation ......................................................................................................................................5 2. Fees ..........................................................................................................................................5 3. Schedule 2 ................................................................................................................................5 4. Form of undertaking ...................................................................................................................5 5. Administrative fees ....................................................................................................................5 6. Translation certificate .................................................................................................................6 SCHEDULE 1 7 SCHEDULE 2 9 SCHEDULE 3 10 SCHEDULE 4 11 SCHEDULE 5 12 c Revised as at 28th day of February, 2018 Page 3 Exempted Limited Partnership Regulations Regulation 1 CAYMAN ISLANDS Exempted Limited Partnership Law EXEMPTED LIMITED PARTNERSHIP REGULATIONS (2018 Revision) 1. Citation 1. These Regulations may be cited as the Exempted Limited Partnership Regulations (2018 Revision). 2. Fees 2. The fees set out in Schedule 1 shall be paid to the Registrar in respect of exempted limited partnerships and foreign limited partnerships. 3. Schedule 2 3. For the purposes of section 42(1) of the Law, the recognised jurisdictions are set out in Schedule 2. 4. Form of undertaking 4. The form for the grant of an undertaking under section 38(3) of the Law may be in the form the Cabinet may by Order designate. 5. Administrative fees 5. The administrative fees set out in Schedule 4 shall be paid to the Registrar in respect of exempted limited partnerships and foreign limited partnerships. c Revised as at 28th day of February, 2018 Page 5 Regulation 6 Exempted Limited Partnership Regulations 6. Translation certificate 6. The form for a translation certificate that is required in respect of exempted limited partnerships or foreign limited partnerships with a dual foreign name is set out in Schedule 5. Page 6 Revised as at 28th day of February, 2018 c Exempted Limited Partnership Regulations SCHEDULE 1 SCHEDULE 1 (Regulation 2) FEES No. Partnership type Provision Description Fee 1. Exempted limited 9(1) Registration Fee $1,000 partnership 2. Exempted limited 12(1) Certified copy $100 partnership of certificates, copy of extract from any statement filed 3. Exempted limited 37(2) Strike off filing $100 partnership fee 4. Exempted limited 39 Annual Fee (a) $1,200, where partnership licensed or regulated pursuant to section 4 or 5 of the Mutual Funds Law (2015 Revision); (b) $2,000, where not licensed or regulated pursuant to section 4 or 5 of the Mutual Funds Law (2015 Revision) 5. Exempted limited 40(2) Registration $1,000 partnership under section 40(2) of any partnership originally registered under c Revised as at 28th day of February, 2018 Page 7 SCHEDULE 1 Exempted Limited Partnership Regulations the repealed Limited Partnership Law (Revised) or under sections 45 through 54 or sections 56 and 57 of the Partnership Law (2013 Revision) 6. Foreign limited 42(3) Registration $1,350 partnership 7. Exempted limited 42(5) and Certified copy $100 partnerships and 42(9) of certificates, foreign limited copy of extract partnerships from any statement filed 8. Foreign limited 42(6) Annual fee $1,350 partnership chargeable under section 42(6) for a foreign limited partnership registered under section 42(3) 9. Foreign limited 42(18) Voluntary $100 partnership cessation Page 8 Revised as at 28th day of February, 2018 c Exempted Limited Partnership Regulations SCHEDULE 2 SCHEDULE 2 (Regulation 3) RECOGNISED JURISDICTIONS Argentina Israel Australia Italy Austria Japan Bahamas Jersey Bahrain Liechtenstein Barbados Luxembourg Belgium Malta Bermuda Mexico Brazil Netherlands British Virgin Islands New Zealand Canada Norway Denmark Panama Finland People’s Republic of China France Portugal Germany Singapore Gibraltar Spain Greece Sweden Guernsey Switzerland Hong Kong Turkey Iceland United Arab Emirates India United Kingdom Ireland United States of America Isle of Man c Revised as at 28th day of February, 2018 Page 9 SCHEDULE 3 Exempted Limited Partnership Regulations SCHEDULE 3 (Repealed by Regulation 3 of the Exempted Limited Partnership (Amendment) Regulations, 2017) Page 10 Revised as at 28th day of February, 2018 c Exempted Limited Partnership Regulations SCHEDULE 4 SCHEDULE 4 (Regulation 5) ADMINISTRATIVE FEES 1. Exempted limited Filing any resolution, notice, $100 partnerships and return or any other document foreign limited partnerships 2. Exempted limited General search fee $30 partnerships and foreign limited partnerships 3. Exempted limited Filing an application in respect $100 partnerships and of a dual foreign name foreign limited partnerships 4. Exempted limited Copy of any document $100 partnerships and foreign limited partnerships c Revised as at 28th day of February, 2018 Page 11 SCHEDULE 5 Exempted Limited Partnership Regulations SCHEDULE 5 (Regulation 6) FORM 1 TRANSLATION CERTIFICATE CERTIFIED TRANSLATOR’S CERTIFICATE AS TO TRANSLATED NAME I, _______________________________________________________________ of _____________________________________________________________ (insert full name and address) being fluent in both the English language and the ________________________________________________________ language, (insert the language) hereby confirm that I am a certified translator licensed or approved by _______________________________________________________________ (insert the name of licensor) acting for and on behalf of ___________________________________________ (state name of employer/translation company), and state the following - 1. That the name _______________________________________________ (insert foreign language characters) appears in the______________________________________________ language; (insert foreign language) 2. That when translated or transliterated into the English language, the above name, to the best of my knowledge and ability, means - ____________________________________________________________; and (insert translation/ transliteration into English) 3. The English translation of the above _______________________________ (insert foreign language characters) name is__________________________________________________________ (insert translation of name); and 4. The name in the _______________________________________________ (insert foreign language) language -  does not contain any of contains the following words or derivatives of the words set out in the Annex hereto _______________________________________________________________ _______________________________________________________________ (state words or derivatives of words in English language, if any, contained in the name in the foreign language or in the English language). Dated: ____________________________________ for and on behalf of ________________________________________________ Page 12 Revised as at 28th day of February, 2018 c Exempted Limited Partnership Regulations SCHEDULE 5 (employer/translation company) _______________________________________________________________ (insert name and designation of licensed or approved translator) I, _______________________________________________________________ (insert name) Notary Public in and for ____________________________________________, (insert name of country) do hereby certify that the foregoing bears the signature of - _______________________________________________________________ (insert name of licensed or approved translator) Dated: _________________________________ (insert date and attach seal) _______________________________________________________________ (insert name of Notary Public) ANNEX TO FORM 1 LIST OF WORDS AND DERIVATIVES OF WORDS AND THE RESPECTIVE LEGISLATION Companies Law (2018 Revision), section 30(2) “royal”, “imperial”, “empire”, “municipal”, “chartered”, “co-operative”, “assurance”, “bank”, “insurance”, “gaming”, “lottery” or any of their derivatives. Banks and Trust Companies Law (2018 Revision), section 11 “bank”, “trust”, “trust company”, “trust corporation”, “savings” or “savings and loan” or any of their derivatives. Insurance Law, 2010 [Law 32 of 2010], section 36 “insurance”, “assurance”, “indemnity”, “guarantee”, “underwriting”, “reinsurance”, “surety”, “casualty” or any of their derivatives. Companies Management Law (2018 Revision), section 3 Words connoting the “business of company management”, being the provision of the following corporate services for profit or reward in or from within the Islands - (a) acting as a company formation agent; (b) providing a registered office or business address for a company; (ba) establishing and maintaining beneficial ownership registers on behalf of companies and limited liability companies incorporated or formed in the Islands, offering an information technology solution to those companies and limited liability companies to make extracts of information on the beneficial ownership register searchable by the competent authority established under Part XVIIA of the Companies Law (2018 Revision) and responding to requests from the competent authority about whether a c Revised as at 28th day of February, 2018 Page 13 SCHEDULE 5 Exempted Limited Partnership Regulations company or a limited liability company or a subsidiary of the same is exempted from the application of that Part or of Part 12 of the Limited Liability Companies Law (2018 Revision); (c) providing an accommodation, correspondence or administrative address for a company or for any other person; (d) filing statutory forms, resolutions, returns and notices; (e) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of a person authorised to accept service of process on behalf of a foreign company carrying on business in the Islands or to accept any notices required to be served on it; (f) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of an officer of a company; (g) acting as a nominee shareholder for a company; (h) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of director or alternate director of a company; (i) acting as or arranging for another person to act as secretary, alternate, assistant or deputy secretary of a company; (j) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of an authorised custodian for the purposes of the Companies Law (2018 Revision); (k) providing other corporate services involving the control of the whole or a substantial part of the assets of a company; and (l) providing any additional corporate services as may be specified in regulations. Page 14 Revised as at 28th day of February, 2018 c Exempted Limited Partnership Regulations SCHEDULE 5 FORM 2 REGISTERED OFFICE PROVIDER’S CERTIFICATE AS TO TRANSLATED NAME I_____________________________________________________________ (insert name and address) being fluent in both the English language and the __________________language, (insert language) hereby confirm that I act for and on behalf of _________________________________________________________________ (insert Cayman Islands registered office provider) and state the following - 1. That the name _________________________________________________ (insert foreign language characters) Appears in the _________________________________________________________language; (insert foreign language) 2. That when translated/transliterated into the English language, the above name, to the best of my knowledge and ability, means - _____________________________________________________________; and (insert translation/transliteration into English language) 3. The English language translation of the above ________________________ (insert foreign language) name is ______________________________________________________ and; (insert English translation of name) 4. The name in the _______________________________________________ (insert foreign language) language -  does not contain any of contains the following words or derivatives of the words set out in the Annex hereto _________________________________________________________________ (state words or derivatives of words in the English language, if any, contained in the name in the foreign language or in the English language). Dated: _________________________________ (insert date) For and on behalf of ___________________________________ (insert name of Cayman Islands registered office provider) I, ______________________________________________________________ (insert name) Notary Public in and for the Cayman Islands, do hereby certify that the foregoing bears the signature of _______________________________________________ (insert name of translator) acting for and behalf of _____________________________________________ c Revised as at 28th day of February, 2018 Page 15 SCHEDULE 5 Exempted Limited Partnership Regulations (Insert name of registered office provider). Dated: _________________________________ (insert date and attach seal) _______________________________________ (insert name of Notary Public) Dated the day of , 20 . ANNEX TO FORM 2 LIST OF WORDS AND DERIVATIVES OF WORDS AND THE RESPECTIVE LEGISLATION Companies Law (2018 Revision), section 30 (2) “royal”, “imperial”, “empire”, “municipal”, “chartered” “co-operative”, “assurance”, “bank”, “insurance” “gaming”, “lottery” or any of their derivatives. Banks and Trust Companies Law (2018 Revision), section 11 “bank”, “trust”, “trust company”, “trust corporation”, “savings” or “savings and loan” or any of their derivatives. Insurance Law, 2010 [Law 32 of 2010], section 36 “insurance”, “assurance”, “indemnity”, “guarantee”, “underwriting”, “reinsurance”, “surety”, “casualty” or any of their derivatives. Companies Management Law (2018 Revision), section 3 Words connoting the “business of company management”, being the provision of the following corporate services for profit or reward in or from within the Islands - (a) acting as a company formation agent; (b) providing a registered office or business address for a company; (ba) establishing and maintaining beneficial ownership registers on behalf of companies and limited liability companies incorporated or formed in the Islands, offering an information technology solution to those companies and limited liability companies to make extracts of information on the beneficial ownership register searchable by the competent authority established under Part XVIIA of the Companies Law (2018 Revision) and responding to requests from the competent authority about whether a company or a limited liability company or a subsidiary of the same is exempted from the application of that Part or of Part 12 of the Limited Liability Companies Law (2018 Revision); (c) providing an accommodation, correspondence or administrative address for a company or for any other person; (d) filing statutory forms, resolutions, returns and notices; (e) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of a person authorised to accept service of Page 16 Revised as at 28th day of February, 2018 c Exempted Limited Partnership Regulations SCHEDULE 5 process on behalf of a foreign company carrying on business in the Islands or to accept any notices required to be served on it; (f) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of an officer of a company; (g) acting as a nominee shareholder for a company; (h) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of director or alternate director of a company; (i) acting as or arranging for another person to act as secretary, alternate, assistant or deputy secretary of a company; (j) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of an authorised custodian for the purposes of the Companies Law (2018 Revision); (k) providing other corporate services involving the control of the whole or a substantial part of the assets of a company; and (l) providing any additional corporate services as may be specified in regulations. Publication in consolidated and revised form authorised by the Cabinet this 13th day of March, 2018. Kim Bullings Clerk of the Cabinet c Revised as at 28th day of February, 2018 Page 17