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TERMS & CONDITIONS

Terms and Conditions for the Provision of Registered Office Services by Catalyst Fund Services (Cayman Entities)

Interpretation

These terms and conditions (these "Terms") set out the entire agreement between CFS and the Company for the provision of registered office services to the Company. In these Terms the following words shall have the following meanings:

“Act" means the Companies Act (As Revised) of the Cayman Islands;

"AEOI Laws" means the Tax Information Authority Act of the Cayman Islands and any and all regulations and orders passed pursuant to it relating to the automatic exchange of financial account information and any related Guidance Notes issued by the TIA;

"Business Day" means any day which is not a Saturday, a Sunday or a public holiday in the Cayman Islands on which banks are open for non-automated business;

"CFS" means Catalyst Fund Services Limited of PO Box 1096, 142 Seafarers Way, Suite 201, KY1-1102, George Town, Grand Cayman, which is licensed by CIMA;

"CIMA" means the Cayman Islands Monetary Authority whose contact details are available from www.cima.ky;

"Commencement Date" means the date of registration of the Company or the date on which CFS began providing registered office services to the Company, as the context may indicate;

"Company" includes the company, whether incorporated outside of the Cayman Islands and registered in the Cayman Islands as a foreign company or a Company registered in the Cayman Islands including, but not limited to an SPC, LLC, Exempted Limited Partnerships or Exempted Liability structure, which has requested, directly or indirectly, that CFS provide it with registered office services and which CFS has agreed to do under these Terms;

"Electronic Record" has the same meaning as in the Electronic Transactions Act;

"Electronic Transactions Law" means the Electronic Transactions Act of the Cayman Islands;

"Fee Schedule" means the schedule of fees published by CFS and in effect from time to time for the provision of registered office facilities and related services which may be varied in accordance with the Variation provision of these Terms. The current Fee Schedule is available on request at any time;

"Applicable Law" means Any law, rule, regulation or self-regulatory requirement that is binding upon the relevant Company, as the context may require. ;

"Constitutional document(s)" means the charter, statutes, operating agreements, memorandum and articles of association or other instrument (howsoever called) constituting or outlining the business or affairs of the company as in effect from time to time.

"Catalyst" means the firm of Catalyst Global Financial Group (Cayman) and any entities, whether partnerships, companies or otherwise, owned or controlled by, or under common control with or affiliated with, Catalyst Global Financial Group (Cayman) as may be established from time to time;

"Operator" means with respect to a Company, the person or persons in whom the management of such Company is vested, including directors, managers, trustees or general partners (as applicable);

"Members" means the members/registered shareholders (as the context may require) from time to time of the Company;

"Registrar" means the Cayman Islands General Registry;

"TIA" means the Tax Information Authority of the Cayman Islands; and

"Written Confirmation" means a written confirmation of exemption (containing such information as required by the Applicable Law) from the requirement under the Law to establish and maintain a beneficial ownership register.

For the purpose of these Terms:

use of the singular includes the plural and vice versa;
references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;
"written", "in writing" and "maintain" include all modes of representing, reproducing or maintaining words in visible form, including in the form of an Electronic Record;
any requirements as to delivery under these Terms include delivery in the form of an Electronic Record;
any requirements as to execution or signature under these Terms can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law; and
sections 8 and 19(3) of the Electronic Transactions Law shall not.

Appointment of CFS

With effect from the Commencement Date, CFS shall provide at its address in the Cayman Islands the registered office of the Company and shall perform the services set out in Schedule 1 to these Terms, in each case in accordance with these Terms. The Company's use of CFS's services shall be deemed and constitutes the Company's acceptance of these Terms.

Documents & Information to be Supplied by the Company

The Company shall promptly forward to CFS originals, duplicate originals or photocopies as signed of the following (as applicable to the legal structure) together with attachments (if any):

(a)   the Constitutional document(s) and any amendments, additions or alterations effected from time to time;

(b)   where CFS has agreed to prepare and update the register of Members, any subscription documentation or equivalent executed by Members in relation to their admission to the Company;

(c)   any offering material (howsoever called) published in connection with the offering of interests in the Company;

(d)   notices and minutes of Managers' and Members' meetings (including committee and class meetings);

(e)   written resolutions or consents passed by the Managers or Members (including committee and class resolutions or consents);

(f)   letters of resignation from the Managers;

(g)   documentation relating to the withdrawal of any Member or to the assignment or transfer (whether absolute or by way of security) of any interest in the Company;

(h)   where it has not been agreed that CFS shall maintain the register of Members, (i) a record of the address at which the register of Members is maintained; and (ii) upon request by CFS, the register of Members as updated from time to time by the appointed registrar;

(i)   any notices containing required particulars of registrable persons relating to the maintenance of the Company's beneficial ownership register;

(j)   any Written Confirmation;

(k)   powers of attorney or other documents (howsoever called) conferring authority on one or more persons to act on behalf of the Company;

(l)   documentation (photocopies not originals) executed by the Company constituting a mortgage, charge or other security interest (howsoever called) over any of its property; and

(m)   financial statements prepared in relation to the Company (if any).

The Company shall provide the following promptly on request from time to time by CFS:

(a)   a written explanation of the nature of the Company's business and source of funds and an indication of actual and expected turnover;

(b)   evidence satisfactory to CFS of (A) the identity of, and references in relation to: (i) each of the Members holding not less than a 10% interest in the Company or with principal control over the Company's assets; (ii) each of the beneficial owners, relevant legal entities and registrable persons (as defined in the Law) of the Company; (iii) the Managers; and (iv) any person (or persons) on whose instructions CFS may act in relation to the Company; and (B) any exemption claimed by the Company in any Written Confirmation; and

(c)   such other information and documentation as CFS may from time to time reasonably require in relation to the Company, its Managers, Members, beneficial owners (or additional matters to be noted in the Company's beneficial ownership register), exemptions from the requirement under the Law to establish and maintain a beneficial ownership register or activities including in relation to the steps taken pursuant to the paragraph below.

The Company shall, for the benefit of CFS and Catalyst, take all reasonable steps to satisfy itself that all capitalisation monies and other funds passing through the Company do not represent the proceeds of, and that it does not engage in, any unlawful activity.

CFS may refuse to perform any or all of its obligations under these Terms if it determines, in its sole and unfettered discretion, that to do so would constitute a criminal or regulatory offence in the Cayman Islands or would otherwise contravene a law of the Cayman Islands. CFS will inform the Company promptly of any decision to refuse to perform an obligation under these Terms made in accordance with this provision.

Services Non-Exclusive

CFS shall be at liberty to provide services of a like nature to any other person or persons it may think fit whether for its own account or that of any other person.

Neither CFS nor Catalyst nor any company, partnership or other person associated with CFS or Catalyst shall, in consequence of the appointment of CFS pursuant to these Terms or in consequence of any transaction entered into by the Company with CFS (or with Catalyst or with any such associate), be liable to account to the Company for any profits (whether disclosed or not) accruing to CFS (or to Catalyst or to any such associate) from, or by virtue of, any such transaction.

Remuneration

Where CFS registers the Company under the Law, CFS shall be entitled to receive a registration fee payable promptly when invoiced in accordance with the Fee Schedule in effect as at the Commencement Date.

CFS shall be entitled to receive a non-refundable fee for the provision of the registered office of the Company payable in advance by 1 January in each year in accordance with the Fee Schedule in effect at the time when the relevant fee  is  invoiced. Such fee will be pro-rated (on a monthly basis) in the initial calendar year of these Terms but not thereafter.

CFS shall be entitled to receive a fee for the provision of the other services set out in Schedule 1 to these Terms and other fees as set out in the Fee Schedule payable promptly when invoiced in accordance with the Fee Schedule in effect at the time of provision of such services.

CFS shall be entitled to recover from the Company all expenses and disbursements (including, but not limited to, filing and registration fees paid to the Registrar, charges for messengers and couriers, faxes, word processing, printing, postage, photocopying, scanning, telephone charges, secretarial overtime (where attributable to the Company's special needs) and other similar costs and expenses), properly incurred or paid by CFS on behalf of the Company or otherwise in the performance of its services under these Terms. Further details of the rates and manner in which CFS charges for these costs is available on request.

The Company shall also pay CFS the applicable fee as set out in the Fee Schedule and any expenses and disbursements incurred as a consequence of responding to any notices or requests for information under the Law in relation to the beneficial ownership register or responding to queries in respect to it however so arising.

If CFS is requested to undertake any services not covered in these Terms it shall inform the Company that such services are not covered by these Terms and, if CFS agrees to provide such services, unless otherwise agreed, it shall charge the then applicable fixed rate for such service or, if inapplicable or higher, the then applicable time charges incurred by Catalyst officer(s) and/or employee(s) in carrying out such services.

All fees, expenses and disbursements payable to CFS pursuant to these Terms shall be paid net of any taxes or surcharges.

CFS reserves the right to charge interest in the event that an invoice remains unpaid for a period of more than 30 days after receipt and after sending at least one (1) payment reminder. If CFS exercises its right to charge the Company interest, such interest will be at a daily rate of 2% per annum above the Bank of Butterfield (Cayman) Limited USD Prime rate at the relevant times or the maximum permitted by law, whichever is the lesser, until payment in full of the invoice.

CFS has appointed Catalyst as its billing and collection agent and it is agreed that fees, expenses and disbursements payable by the Company to CFS shall be invoiced by, and promptly paid to Catalyst as agent for CFS.

Any requests received by CFS from the Company for legal advice or services and any legal issues arising or assistance required (in either case as determined by CFS) from or in relation to documentation received at the registered office including, but not limited to, the updating of the statutory registers, shall be referred to Catalyst and the Company agrees to settle promptly the resulting fees and disbursements of Catalyst, which shall be charged in accordance with its fee rates and terms and conditions of business as then in effect.

Termination

CFS shall be entitled to terminate its appointment under these Terms:

(a)   by giving not less than three (3) months' written notice to the Company;

(b)    by giving not less than thirty (30) days' written notice to the Company if the Company shall have: (i) committed any breach of its obligations under these Terms and shall have failed to make good such breach within thirty (30) days of receipt of notice served by CFS requiring it to do so; and/or (ii) failed to perform its obligations under the applicable Law to provide CFS with either the required particulars of registrable persons (each such phrase as defined in the applicable Law) for its beneficial ownership register or any subsequent changes and shall have failed to make good such failure following receipt of a notice served by CFS requiring it to do so in accordance with the applicable Law; or (B) a Written Confirmation, where applicable

(c)   by giving not less than seven (7) days' written notice to the Company if the Company: (i) is in material breach of any regulatory law applicable to it or is subject to any international financial sanction or is otherwise designated as a person with whom CFS is prohibited from dealing; or (ii) makes a statement to CFS which is false, deceptive or misleading in respect of (A) any material particular of a registrable person entered on its beneficial ownership register (including but not limited to failing to identify a registrable person); or (B) any Written Confirmation.

The Company may terminate the appointment of CFS under these Terms:

(a)   by giving not less than three (3) months' written notice to CFS; or

(b)   by giving not less than thirty (30) days' written notice to CFS if CFS shall have committed any breach of its obligations under these Terms and shall have failed to make good such breach within thirty (30) days of receipt of notice served by the Company requiring it to do

A termination of the appointment of CFS under the provisions above shall be without prejudice to any pre-existing liability of the parties to these Terms. CFS shall be entitled to receive all fees, expenses and disbursements accrued due up to the date of such termination, whether under these Terms or otherwise.

CFS shall, on the termination of its appointment under these Terms and upon payment by or on behalf of the Company of any outstanding fees, costs and expenses due to CFS or to Catalyst, deliver or procure to be delivered to the Company, or as the Company may direct, the registers, minute book and other corporate records of the Company which are in its possession or under its control.

The Company shall, on the termination of the appointment of CFS under these Terms, if still in existence, procure that all necessary steps are taken by the Company to cease any services provided by CFS to the company including, but not limited to, secretarial services or AMLCO service and/or transfer the registered office of the Company to an alternative location and CFS shall be entitled to serve notice on the Registrar advising that it is no longer providing the registered office to the Company.

Complaints

If you have any complaint about any aspect of the service being provided to you under these Terms, you should raise your concern with your usual Catalyst Group contact. If your complaint is not thereafter resolved to your satisfaction, you should email your complaint to info@thecatalystgroup.com and your complaint will be considered by a director of CFS.

Legal Action

If you have any complaint about any aspect of the service being provided to you under these Terms, you should raise your concern with your usual Catalyst Group contact. If your complaint is not thereafter resolved to your satisfaction, you should email your complaint to info@thecatalystgroup.com and your complaint will be considered by a director of CFS.

Instructions & Reliance

In performing its duties CFS shall be entitled to rely upon instructions given by, or purporting to be given by, a Member, a Operator, an officer or an authorised signatory of the Company or by any legal adviser or administrator appointed by the Company. In particular, but without limitation, CFS may rely on instructions given by any such persons to appoint, name or designate a person as a Operator and update the Company's register of Managers accordingly as instructions given with the agreement of the person to be appointed, named or designated, without requiring any independent enquiry by CFS.

Responsibility, Limitation of Liability, Indemnity & Release

CFS shall not be liable for any damages, losses, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Company or any other person at any time from any cause whatsoever arising out of or in connection with these Terms or related to the performance or non- performance of the services provided under these Terms unless arising directly as a result of CFS's actual fraud or wilful default or that of any of its directors, officers, employees or agents (as the case may be).

The Company shall indemnify (on a full indemnity basis) and hold harmless CFS and Catalyst, their successors and assigns and their respective directors, officers, employees, agents and partners (collectively, the "Indemnified Persons") and each of them, as the case may be, against all liabilities, obligations, losses, damages, penalties, actions, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind (including legal fees and expenses) whatsoever which they or any of them may incur or be subject to in consequence of these Terms or as a result of the performance of these Terms or as a result of the performance of the services under these Terms except and to the extent that the same is as a result of the actual fraud or wilful default of the relevant Indemnified Person and this indemnity shall expressly inure to the benefit of any such Indemnified Person existing or future. No person shall be found to have committed actual fraud or wilful default under these Terms unless or until a court of the Cayman Islands has reached a final non-appealable determination to that effect.

CFS shall not be liable in tort, statutory duty, pre-contract or misrepresentation (other than fraudulent misrepresentation) or otherwise for (i) any consequential, indirect or special loss; or (ii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings), arising out of or in connection with these Terms in each case whether or not CFS has been advised of the possibility of such loss or damage and howsoever incurred. For the avoidance of doubt CFS shall not be so liable for any loss of goodwill or reputation.

This Responsibility, Limitation of Liability, Indemnity and Release provision shall survive termination of these Terms.

Miscellaneous

These Terms may not be assigned by either party without the written consent of the other save only that CFS may assign the benefit and/or burden of these Terms to a suitably licensed Catalyst entity as part of any group restructuring.

Without prejudice to the seventh paragraph of the Remuneration provision above, CFS may, at its own expense, delegate all or any of the services on its part to be performed under these Terms to another Catalyst entity. If CFS does delegate all or any of the services to another Catalyst entity in accordance with this paragraph (a "Delegate"), CFS shall nonetheless remain solely responsible to the Company for the provision of the services and liable to the Company for any loss caused to the Company by the Delegate but only to the extent that CFS would have been liable for such loss under these Terms if such loss were caused by CFS itself and the Delegate shall have no liability of any sort whatsoever or howsoever arising under these Terms or as a consequence of the delegation of all or any services to it. The Company agrees that it may not bring any claim against any Delegate in relation to the provision of services under these Terms by CFS.

Notwithstanding any other provision of these Terms CFS shall, at all times, comply with all laws and regulations applicable to it including but not limited to its obligations as the holder of a trust licence regulated by CIMA.

Data Protection & Records

In providing the services and otherwise fulfilling its obligations under these Terms, CFS may from time to time be required to process information which: (i) constitutes "personal data" as defined in section 2 of the Data Protection Act of the Cayman Islands ("DPA"); and (ii) is disclosed to or otherwise made available to CFS by or on behalf of the Company ("Relevant Personal Data"). The Company acknowledges and agrees that:

(a)  to the extent CFS acts as a "data controller" (as defined in section 2 of DPL) in respect of the Relevant Personal Data., CFS may process the Relevant Personal Data in accordance with the applicable data protection laws (including DPA) and CFS' privacy notice; and (b) to the extent CFS acts as a "data processor" (as defined in section 2 of DPA) in respect of the Relevant Personal Data, the provisions of CFS’ privacy notice shall apply to any processing of Relevant Personal Data undertaken by CFS.

EU General Data Protection Regulation

Where the Company is directly subject to Regulation (EU) 2016/679 of 27 April 2016 ("GDPR") due to Article 3(2)(a) of GDPR and CFS is required to process any Relevant Personal Information which is subject to GDPR, or alternatively, where the Company requires CFS to process Relevant Personal Data which the Company indirectly sources from an affiliate of the Company or a relevant third party domiciled in the EEA, the Company may request that CFS enter into EU standard contractual clauses ("EU SCC") with the Company:

(a)   in the form set out in Commission Decision 2004/914/EC; and/or

(b)   in the form set out in Commission Decision 2010/87/EU; and/or

(c)   in such other form as the European Commission may adopt from time to time pursuant to Article 46 of GDPR, but only if and to the extent the Company is unable to rely on Article 45 or Article 49 of GDPR in making the Relevant Personal Data available to CFS.

CFS shall not unreasonably refuse the Company's request that CFS enters into an EU SCC

Confidentiality

It is agreed between the Company and CFS (together, the "Parties") that neither Party shall, at any time, disclose to any other person and shall treat as confidential, any information relating to the business, finances or other matters of the other Party, which such Party has obtained as a result of its relationship with the other Party under these Terms, save where the information is or was:

(a)   already known to the recipient from a source other than the other Party without any obligation of confidentiality;

(b)   in the public domain or becomes public knowledge otherwise than as a result of the unauthorised or improper conduct of the disclosing Party;

(c)   disclosed as required by any law (including, but not limited to, information on the beneficial ownership register or in any Written Confirmation which is required by the Law to be disclosed to the relevant authorities) or order of any court, tribunal or judicial equivalent, or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank, governmental, supervisory or other regulatory agency or taxation authority (provided that, if legally permissible, the recipient will promptly inform the other Party of any such order, direction, request or requirement prior to disclosing any information);

(d)   disclosed for legitimate business purposes to affiliates, professional advisors, service providers or agents, engaged by one of the Parties, who receive the same under a duty of confidentiality;

(e)   made available by a third party who is/was entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to the other Party; or

(f)   disclosed with the consent of the other

The Parties shall ensure, and it is deemed to be understood and relied upon, that any confidential information provided to the other Party in relation to any Members, Managers, principals, affiliates, shareholders, beneficial owners, directors, officers, employees and agents ("Subject Persons") of the disclosing Party is and has been provided with the consent and acceptance of the relevant Subject Persons, which the disclosing Party will be responsible for obtaining.

This Confidentiality provision: (i) does not prohibit CFS from disclosing information within Catalyst for legitimate business purposes (subject to any such recipients of confidential information keeping it confidential in accordance with these Terms); (ii) does not prohibit the Company from disclosing a copy of these Terms to its Members or prospective Members; and (iii) shall survive termination of these Terms.

Anti-bribery

CFS has policies and procedures in place relating to bribery and corruption. CFS will not on the Company's behalf or otherwise:

(a)   make any payment, offer or promise to pay money or anything of value to any public official for the purpose of influencing the act or decision of, or for securing an improper advantage from such public official; or

(b)   make any payment, offer or promise to pay money or anything of value to any other person or entity if such payment, offer or promise is made for the purpose of influencing or securing any improper advantage; or

(c)   undertake any activities which will result in a contravention of the Anti- Corruption Law of the Cayman Islands or any other anti-bribery legislation applicable to CFS.

Third Party Rights

A person who is not a party to these Terms may not, in its own right or otherwise, enforce any term of these Terms except that the Indemnified Persons and any Delegate may, in their own right, enforce their rights pursuant to the Responsibility, Limitation of Liability, Indemnity and Release provision and the Miscellaneous provision of these Terms subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Law of the Cayman Islands.

Notwithstanding any other term of these Terms, the consent of any person who is not a party to these Terms (including, without limitation, any Indemnified Person or Delegate) is not required for any amendment to, or variation, release, rescission or termination of these Terms.

This Third Party Rights provision shall survive termination of these Terms.

Notices

Any notices to be given under these Terms shall be sufficiently given if sent by hand, pre-paid courier or email and shall be deemed to be received (in the case of email) at 10.00 a.m. (GMT-5) on the next business day in the place of receipt following dispatch or (in the case of by hand or by courier), five (5) days after the dispatch thereof and shall be sent:

(a)   in the case of CFS, to its address specified against its name in the Interpretation provision or by e- mail to legal@thecatalystgroup.com;

(b)   in the case of the Company, to such correspondence address or email address as specified by the Company to CFS in writing on or about the Commencement Date;

(c)   to such other correspondence address or email address or for the attention of such other person as may from time to time be notified by one party to the other party by notice given in accordance with the provisions of these Terms; and

(d)   in the absence of any address specified or notified pursuant to (b) and (c) above, to such other address as CFS in its sole and absolute discretion considers appropriate.

Severance

If any provision of these Terms shall be found by any court or arbitrator to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.

If any provision of these Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were modified, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

Variation

The Company acknowledges and agrees that CFS may, in its sole discretion, at any time and from time-to-time change, alter, adapt, add or remove portions of these Terms (including the Fee Schedule), and, if CFS does so, CFS will post any such changes on the Catalyst site (www.thecatalystgroup.com) bearing the date on which such Terms came into effect. The current version of these Terms is also available on request. The Company's continued use of CFS's services following any such change shall be deemed and constitutes the Company's acceptance of those changes and the Company acknowledges and agrees to be bound by the current version of these Terms at all times and that unless stated in the current version of these Terms all previous versions shall be superseded by the current version.

Arbitration & Waiver of Legal Proceedings

All claims, disputes and controversies arising out of or in connection with these Terms, may, at CFS's option, be subject to binding arbitration to be held in the Cayman Islands before a retired judge or senior lawyer to be agreed upon between the parties or in the absence of such agreement to be appointed by the President of the Cayman Islands Law Society or the President of any successor self-regulatory association for Cayman Islands attorneys (or, if such President is affiliated with Catalyst, the Vice President). The arbitration will be conducted in English and in accordance with the London Court of International Arbitration Rules. The arbitrator's award shall be final and binding and may be entered in or enforced by any competent court. If court action (including any kind of claim, suit or proceeding) has been initiated by the Company against CFS at or prior to the time CFS elects to refer the issue to arbitration as provided for under these Terms, then it is agreed that such action shall be discontinued, unless any arbitrator appointed determines that CFS has waived the right to such a discontinuance by participating in the action without having raised, reserved or asserted its rights under this provision.

Entire Agreement

These Terms supersede all previous agreements between the Company and CFS for the provision of registered office services and the services set out in Schedule 1 to these Terms to the Company. These Terms set out the entire agreement and understanding between the parties relating to its subject matter.

Proper Law & Jurisdiction

These Terms and any dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related to them or their formation (including any non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of the Cayman Islands.

Subject to the Arbitration and Waiver of Legal Proceedings provision set out above, each of the parties to these Terms irrevocably agrees that the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine any claim, suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection with these Terms, and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts.

SCHEDULE 1

Services to be provided by CFS

Name

CFS shall ensure that the name of the Company is at all times displayed at the registered office.

Maintenance of Records

CFS shall maintain at the registered office the following documents (as may vary depending on the relevant legal structure of the company):

(a)  a minute book in electronic form;

(b)  the certificate of registration;

(c)  the LLC Agreement;

(d)  the Partnership Agreement;

(e)  the constitutional document(s) of the company;

(f)  the documents referred to in the first paragraph of the Documents and Information to be Supplied by the                Company provision of these Terms as received at the registered office from time to time;

(g)  copies of annual returns filed with the Registrar;

(h)  (where relevant) the undertaking as to tax concessions issued by the Financial Secretary; and

(i)  the registers maintained pursuant to the Company Registers provision

Company Registers

CFS shall maintain at the registered office in electronic form:

(a) the register of mortgages and charges specifically affecting the property of the Company, containing full particulars of any mortgage or other form of security granted by the Company. As required by the Law, such register may be inspected by any Member or creditor of the Company;

(b) the register of security interests granted by Members over their interests in the Company which shall contain the time and date of receipt of any notices of security interests validly served at the registered office of the Company pursuant to the Law. As required by the Law, such register, or an extract thereof, shall be open to inspection only by such persons as are expressly provided for in the company’s operating agreement. and as otherwise permitted by the Operators;

(c) the register of Managers, containing their names, addresses, date of appointment and date of Such register shall not be open to public inspection without the prior consent of the Company; and

(d)  if required under the Law, the Company's beneficial ownership register containing the particulars of registrable persons and/or additional matters required by the Law in the prescribed Such register shall not be open to public inspection. However, as required by the Law, information extracted from such register will be from time to time supplied to and maintained on an information technology solution operated by the competent authority under the Law and accessible without reference to, or any notice, or the knowledge of, CFS or the Company, through a search platform by the Cayman Islands Minister charged with responsibility for Financial Services or a person designated by him/her to act for a specific purpose.

The Company shall maintain the register of Members elsewhere unless the Company requests, and CFS agrees in writing, to maintain the register of Members. If CFS does agree to maintain the register of Members, CFS shall maintain the register of Members at the registered office in electronic form containing the names and addresses of each Member, the date on which such person became and ceased to be a Member, or a record of the address at which the register of Members is maintained, all on the basis of information provided by the Company. Such register shall not be open for inspection by the public unless such persons as are expressly authorised  in terms of the companies Constitutional document(s) or as otherwise permitted by theCompany. Where it has not been agreed that CFS or Catalyst will prepare and update the register of Members, the register of Members kept at the registered office will be such register as provided from time to time by the Company. CFS reserves the right, in its absolute discretion, to cease to maintain the register of Members if the number of Members or volume of issuances and transfers of Membership interests to be recorded are such that they exceed CFS's policy for maintaining such registers and necessitate the appointment of a separate registrar and transfer agent to maintain it.

CFS may, if it is of the opinion that the Company has failed to perform its obligations under the Law to provide CFS with the required particulars of registrable persons for its beneficial ownership register or failed to provide particulars of any subsequent changes or makes a statement to CFS or the Registrar which is false, deceptive or misleading in respect of any material particular, notify the Company of such opinion in accordance with the Law. If the Company fails to provide CFS with any missing particulars and/or a justification or correction in respect of any statement identified in such notice within one month of receipt of such notice, CFS may terminate its appointment in accordance with the Termination provision of these Terms and/or take any such other action as may be required under the Law.

Partnership Registers

CFS shall maintain at the registered office in electronic form the register of security interests granted by Partners over their interests in the Partnership indicating in the case of each security interest the identity of the grantor and grantee, the Partnership interest or part thereof subject to the security interest and the date of receipt of notice of such security interest. As required by the Act, such register shall be open to public inspection.

The General Partner shall maintain the register of Limited Partners elsewhere unless the General Partner requests, and CFS agrees in writing, to maintain the register of Limited Partners. If CFS does agree to maintain the register of Limited Partners, CFS shall maintain the register of Limited Partners at the registered office in electronic form containing the name and address of each Limited Partner and the date on which person became and ceased to be a Limited Partner or a record of the address at which the register of Limited Partners is maintained, all on the basis of information provided by the General Partner. Such register shall be open to inspection during all usual business hours by all Partners (subject to any express or implied term of the Partnership Agreement which has been notified to CFS by the General Partner) or by any other person with the consent of the General Partner. Where it has not been agreed that CFS or the Catalyst Group will prepare and update the register of Limited Partners, the register of Limited Partners kept at the registered office will be such register as provided from time to time by the General Partner. CFS reserves the right, in its absolute discretion, to cease to maintain the register of Limited Partners if the number of limited partners or volume of issuances and transfers of limited partnership interests to be recorded are such that they exceed CFS’s policy for maintaining such registers and necessitate the appointment of a separate registrar and transfer agent to maintain it.

Filing & Registrations

Where requested by the Company, CFS shall apply for the undertaking as to tax concessions issued by the Financial Secretary and/or any renewal of the same.

Upon receipt of the relevant documents (including any relevant resolutions), information and instructions from the Company (and, if applicable, a certificate of amendment from the Company containing notification of any amendment in the registration statement filed with the Registrar), CFS shall ensure that any formalities of filing and registration arising as a result of the following are complied with:

(a)   change in Operators;

(b)   Change to constitutional documents of the company;

(c)   Alteration of the authorised share capital;

(d)   passing of a special resolution

(e)   change in the name of the Company;

(f)   change of location of the registered office

(g)   change in the term for which the Company is entered into;

(h)   any other matters required to be filed with, or notified to, the Registrar; and

(i)   any Written Conformation

CFS shall have no liability to the Company for any consequences of any late filings and registrations (including but not limited to in relation to any penalty fees imposed) unless information and instructions from the Company have been received by CFS at least five (5) Business Days in advance of the relevant filing and registration deadline.

Unless otherwise instructed in writing by the Company, CFS shall prepare, sign as authorised signatory for the Company and file with the Registrar, the annual return required to be submitted annually to the Registrar.

If the Company's activities are regulated under additional legislation in the Cayman Islands, CFS will, by agreement with the Company, assist the Company to comply with any resulting registration, filing or payment obligations.

If the Company has determined that it is a Financial Institution (as defined in the AEOI Laws), CFS will, on request and for the fee set out in the Fee Schedule, assist the Company to comply with its obligations to: (i) apply for a global intermediary identification number ("GIIN") from the Internal Revenue Service of the United States; and/or (ii) notify the TIA. If CFS agrees to assist the Company, the Company shall provide CFS with all such information and documents as CFS determines, in its sole and unfettered discretion, are necessary to effect any such application for registration and/or notification. The Company acknowledges that an attestation will be required of a nominated responsible officer/principal point of contact in such application for registration and/or notification to the effect that: (a) the information provided is accurate, true, correct and complete; and (b) the Company will comply with its obligations under the AEOI Laws. The Company therefore agrees that the information provided for these purposes will be accurate, true, correct and complete and that it will comply with its obligations under the AEOI Laws in accordance with the attestation.

The Company acknowledges and agrees that, save as provided in these Terms, CFS shall not be responsible for assisting the Company comply with any other AEOI Laws applicable to it.

Subject to the paragraph below, CFS may pay on the Company's behalf fees payable from time to time: (i) to the Registrar in connection with any of the filings arising under the first paragraph of this provision and on the filing of the annual return; and/or (ii) to CIMA.

It is a precondition to CFS's agreement to pay on behalf of the Company any fees payable to the Registrar and/or to CIMA that it first be put in funds sufficient to cover any such payment obligations it may discharge on the Company's behalf at least five (5) Business Days in advance of any payment deadlines. In addition to the funds having to be cleared and available to CFS from the bank account notified to the Company at least five (5) Business Days in advance of the applicable payment deadline, the funds must also have been transferred with allocation details in accordance with the instructions set out in the relevant invoice clearly and unambiguously referencing them to the Company. In particular, CFS must first be put in funds in accordance with this paragraph before settling on behalf of the Company the annual return fees payable to the Registrar in January of each year.

CFS shall have no liability to the Company (including, but not limited to, in relation to any penalty fees imposed) for any consequences to the Company of any failure to file (or any late filing of) annual filing fees within the time frame prescribed by law to maintain the Company in good standing under the laws of the Cayman Islands or any other fees payable by the Company to the Registrar or CIMA if CFS has not first been put in funds in accordance with the paragraph immediately above.

Responsible Officer and/or Principal Point of Contact

If CFS has agreed in writing to procure the services of a responsible officer and/or principal point of contact for the Company for the purposes of compliance with the AEOI Laws, such person shall act only in such agreed capacity as applicable but shall not in that capacity be obligated or required to undertake substantive activities on behalf of the Company (including, without limitation, conducting any due diligence or reporting pursuant to the AEOI Laws, or the execution of documentation for and on behalf of the Company) and will have no additional responsibilities or personal liability or other obligation whatsoever to the Company, including with respect to the Company's compliance with the AEOI Laws or any other law, rule or regulation.

Forwarding of Communications

CFS shall use all reasonable endeavours to forward to the Company all correspondence and other communications addressed to the Company and received by CFS on its behalf. CFS is not obliged to open or to review such correspondence or communications and will forward them to the Company by such means as CFS considers appropriate absent specific written instructions from the Company and agreement as to fees in relation to the forwarding method.

CFS shall not be liable to the Company for the late receipt by the Company or non-delivery of any such correspondence and other communications which CFS receives on behalf of the Company from third parties absent the actual fraud or wilful default of CFS.