Provision of Accounting & Valuation Services – Gibraltar
Provision of Accounting & Valuation Services – Gibraltar
1. This schedule sets out the scope of the Accounting & Valuation Services (the “Accounting Services”) that we will provide. Any terms contained within this schedule apply only to the Accounting Services specified. In accordance with Proper Instructions, we shall:
a) Review and analyse all bank statements, portfolio valuations, income receipts, expense invoices and other supporting documentation as may be deemed necessary, as provided by you, in order to prepare and record all journal entries to reflect the accounting records
of the Fund. This will include, but is not limited to, the recording of; all payments made and income received by the Fund, the purchase, sale and settlement of assets and liabilities and any resulting realised and unrealised gains and losses to be received or incurred by the Fund.
b) Prepare an annual trial balance and supporting general ledger breakdown.
c) Prepare annual statutory accounts in compliance with the requirements of the Companies Act 2014 and/or the Income Tax Act 2010 (the “Relevant Legislation”) for the purposes of filing with the Registrar of Companies. This will be prepared in accordance with generally accepted accounting principles and based upon the accounting records maintained by us, and the information and explanations given to us by the directors of the Fund.
Preparation of the annual statutory accounts does not constitute an audit of the accounts in accordance with auditing standards and we therefore do not guarantee that the accounting records are free from material misstatements whether caused by error of fraud.
d) Maintain all the accounts of the Fund in compliance with its Memorandum & Articles of Association, its prospectus, offering memorandum or other similar offering document (together the “Constitutional Documents”), Relevant Legislation and generally accepted accounting principles, in such a manner as will enable the Fund to publish such financial statements as may be required.
Should full financial statements be required under either Gibraltar Financial Reporting Standards or International Financial Reporting Standards, this would be covered by either a separate engagement letter or written agreement, or will alternatively be prepared in conjunction with, or by, the funds auditors, as agreed with them and assisted by us.
e) Where applicable, act as audit liaison with the Fund’s auditor and provide them with such documents and records, as requested by them from time to time, in order to comply with any audit requirements and to aid with the completion of the Fund’s audited financial statements.
f) Where applicable, and as agreed with you, perform the periodic reconciliation of the Funds accounting records against those statements and documents provided by the Fund’s bankers, custodians, brokers or other applicable third party service providers. Where these statements and documents are not made readily available to us, we will rely on the information provided to us by the Directors.
g) Calculate the Net Asset Value (“NAV”) of the Fund in accordance with its Constitutional Documents at such frequency as determined by said documents and upon any other occasion on which the same is required by the Directors (an “ad-hoc NAV”). Should such additional ad-hoc NAV calculations be required, our fees for each ad-hoc NAV will be charged on a separate basis and will be agreed upon before work is carried out.
We will generally not be responsible for tracking the individual investments of the Fund or posting the individual trades as part of our accounting entries, unless otherwise agreed with you prior to commencement of the Fund’s first NAV.
We will rely on the balances at the NAV date per the statements or valuations received from the Fund’s bankers, custodians, brokers, directors or any other third party sources of valuation data, as agreed with you, for the purpose of establishing the value of the underlying investments of the Fund. Specifically, for those investments or assets where there is an absence of readily available fair market values, including but not limited to, non-listed or over-the-counter financial instruments and private equity investments, we will rely on any independent valuations or underlying audited financial statements as provided, or sourced by the directors. In the absence
of the abovementioned valuation sources or for any other assets the Fund may invest in, these will be valued using appropriate valuation methods to be discussed with you prior to the relevant NAV calculation.
In calculating the NAV, we shall not be obliged to value the underlying assets or verify pricing information. We are wholly reliant upon the Fund or its service providers for the purpose of providing the valuation of the underlying assets. You agree that we will have the right to request evidence from the Board of Directors of the sources used in determining the value of the assets.
h) Publish and report on the NAV calculation to the Fund’s directors for their review and approval in accordance with the Constitutional Documents.
i) Prepare and report to each of the Fund’s investors, such investor holding valuation statements (the “Investor Statements”) as may be required by, and in accordance with, the Constitutional Documents, after the relevant NAV calculation has been duly approved by the
j) The determination and computation of dividends and other distributions, if any, on the shares.
2. The accounting records will be the Fund’s property at all times.
3. We have your authority, when dealing with routine accounting procedures, to apply our professional judgement in the processing of adjustments resulting from the correction of accounting errors or estimates without recourse to you.
4. We will provide these Accounting Services subject to you making full disclosure to us of all relevant information.
5. All instructions from you to us relating to the Accounting Services specified in this schedule shall be given as Proper Instructions.
“Proper instructions” means instructions given in writing or by facsimile machine or other electronic means of transmitting written instructions. We may also act pursuant to oral instructions which shall subsequently be confirmed in writing and such oral instructions shall be given by a designated person and confirmed as aforesaid shall be deemed to be Proper Instructions.