The incorporation and application for licensing for the Fund will require:

• Carrying out client acceptance procedures as required by the FSC and by the Manager’s own compliance requirements. This involves the application of due diligence and ‘know your client’ procedures
• Holding preliminary discussions with regards to the business of the Client, tax and other regulatory environment in Mauritius
• Applying to the RoC for reservation of name
• Obtaining a certificate of a legal practitioner addressed to the FSC and the RoC that the application does not in any way infringe the laws of Mauritius
• Executing and filing the necessary documents for incorporation with the RoC
• Making an application for a Global Business Licence to the FSC and liaising with the FSC in respect of the application for the Fund
   

1.    Provision of domiciliation and regulation services

The Laws provide that global business licence companies must have their registered office in Mauritius, have a qualified company secretary and be represented by a licensed management company. These services must be provided by a company licensed by the regulator. The Administrator, which is a qualified company secretary and duly licensed management company, will arrange for the provision of a registered office for the Fund and Manager and a place where notices may be served on the Fund and Manager.

2.    Compliance, anti-money laundering and due diligence

The Administrator, through its appointed Money Laundering Reporting Officer, Deputy Money laundering Reporting Officer and Designated Compliance Officer, also ensures that the Fund comply with their licensing conditions, applicable laws and regulations by the FSC. The Administrator will assist the Board of the Fund to adopt, enforce and re-assesse, on an annual basis, its anti-money laundering and combating financing of terrorism framework, where applicable. The Administrator will also carry out all necessary due diligence on the investors and shareholders of the Fund as required by the regulations in Mauritius.

3.    Provision of resident directors

A global business licence company must have a minimum of two directors resident in Mauritius in order to satisfy the conditions for a tax residence certificate. The Administrator will assist in the appointment of a minimum of two resident directors who are acceptable to the Fund and who will provide independence of mind in terms of fulfilling their responsibilities.

4.    Company secretarial services

Acting as Secretary of the Fund ensuring that they comply with the Laws, including without prejudice to the generality of the foregoing:

• Drafting agendas and liaising with Directors for agenda items
• The convening of the meetings of directors, and annual meeting of shareholders and the taking of minutes thereof;
• Drafting all Directors Resolutions and Shareholders Resolutions as required for the Fund;
• The keeping and safe-keeping of the statutory books and records of the Fund;
• The filing of all returns and other statutory notices and publications required by the laws or to any competent authority in Mauritius;
• The safekeeping of the seal of the Fund, if any;
• All duties properly to be performed by the secretary of the Fund under the Laws and under the Constitution;
• Applying for all such authorization or notifying the relevant bodies as required under  the laws and Regulation of Mauritius;
• Providing a certificate in the audited financial statements that the client has filed all returns required under the Act;
• Ensuring that the Fund audited financial statements, financial summary or interim accounts, as applicable, are registered with the relevant authorities within the statutory deadline

5.    Administration services

• Liaising with the Manager, investment management team, employees, investors and banks (as applicable) regarding general administration of the Fund;
• Receiving and dealing with applications, notices and correspondence on behalf of the Fund, opening bank accounts, and renewal of licences;
• Handling and processing subscriptions for shares in the Fund;
•  Payment of the Fund’ expenses in connection with the operation of the Fund and their respective constitutive documents;
• Maintenance of internal control procedures for verification and payment of invoices in line with budget of the Fund;
• Processing and payment of distributions
• Appointing bank signatories on each bank account(s), preparing wire transfers, ensuring wire transfers are executed and arranging for call back on each bank transaction;
• Acting as signatory to the Fund’ bank account;
• Carrying out Know-Your-Client and Due Diligence work on investors and parties having a business relationship with the Fund;
• Reporting to the holders of Securities and general handling of investors’ related work;
• Ensuring that payments of annual licence fees, annual registration fees and for payment of any other statutory fees are effected;
• Arranging for payment of corporate tax, if applicable; and
• Ensuring due diligence updates are carried out on directors, shareholders, investee companies etc

6.    Capital Call Management, Waterfall Calculations and Distributions

The capital call and distribution administration services include:

• Calculating and reconciling capital call, distribution of call letters & returns of capital;
• Generate call and distribution notices and following up on flow-of-funds;
• Processing transfers between investors;
• Calculating equalization payments, management and other fees;
• Preparation of capital account statements;
• Maintain and update investor register;
• Liaising with investors and responding to investor queries regarding their accounts in the Fund.
• Waterfall calculations;
• Calculating carried interests and preferred return;

7.    Investor Services

The registrar and investor administration services include:

• Maintaining of investors’ databases and performing annual mailing to update all information to the Investors;
• Subscription and Redemption processing;
• Maintaining a register of shares/capital;
• Responding to investor queries after consultation with Manager;
• Performing of all follow-up of capital call receipts;
• Carrying out all follow up required for defaulting Investors;

8.    Tax Support Services

Tax Compliance

The Administrator will provide tax compliance services to ensure that the Fund and Manager are compliant with current legislation and regulations issued by the Mauritius Revenue Authority, including, but not limited to:

• the preparation and filing of annual tax return; and
• the preparation and filing of a quarterly APS, if applicable.
   

Tax Residence Certificate

The Mauritius Revenue Authority issues a Tax Residence Certificate to Global business companies.  The certificate is useful to establish the entitlement to treaty benefits.  The Administrator shall apply for and obtain the certificate from the Mauritius Revenue Authority or a general TRC and applying for renewal of the TRC on an annual basis.

9.    FATCA AND CRS

The Administrator will provide FATCA and CRS services to ensure that the Fund and Manager are compliant with current legislation and regulations issued in Mauritius, including, but not limited to:

• Entity classification (for FATCA or CRS) and Review/completion of Tax Documentation, e.g. Self-Certification forms
• Registration with the MRA, providing point of contact for registration process, collecting and updating documents from the client, compile data on excel sheet, upload on XML, file and submit to the MRA
• Registering for GIIN and liaising with the IRS (FATCA only), providing a contact to act as “Responsible Officer”
• Reporting (for FATCA and CRS)

10.    Accounting, Financial Statements, Reporting & Audit Support services

• Quarterly Reporting to Investors
• Accounting Records Keeping or causing to be kept on behalf of the Fund such books, records and statements expressed in such currencies as may be necessary and as may be requested by the Manager in to give a complete record of all transactions carried out.
• Quarterly Management Accounts Preparing and delivering quarterly management accounts of the Fund as per the agreed timelines.
• Annual financial statements Preparing the annual financial statements of the Fund and Manager in accordance with International Financial Reporting Standards and filing with the relevant authorities within the prescribed deadline.
• Liaising with Auditors Cooperating with the auditors, preparing audit plan and providing them with all necessary information they may require in the performance of their audit duties and finalise the audit.