How the large majority of positions on the EVIDENT platform are held. Investors are the beneficial owners of the underlying securities, with full economic and governance rights. A licensed nominee holds legal title and performs a custodial function — the same model that underpins public-market custody, regulated under Hong Kong law.
Evident Platform Services Limited · SFC Type 1 Licence CE BTR490 · CR No. 3126723. Read alongside the Nominee Investment Agreement, the Evident Client Agreement, and any deal-specific documentation.
Under the nominee model, investors are the beneficial owners of the underlying securities, with full economic and governance rights. Evident Platform Services Limited (EPSL) is the nominee: it holds legal title on behalf of investors and performs a custodial function — safeguarding client assets, acting on investor instructions, and passing through all economic and governance rights. EPSL exercises no investment discretion over the underlying securities.
Client securities and client money are protected by Hong Kong’s mandatory client-asset regime under the Securities and Futures Ordinance — a statutory framework requiring full segregation of client assets from the firm’s own assets, irrespective of the firm’s financial condition. This protection operates by force of law and cannot be contracted away or modified by agreement.
Evident Platform Services Limited · SFC Type 1 (Dealing in Securities), CE BTR490 · CR 3126723
Acquires and holds legal title to the underlying securities on behalf of investors and performs a custodial function. Client assets are held within Hong Kong’s mandatory client-asset regime under the Client Securities Rules (Cap. 571H) and Client Money Rules (Cap. 571I).
Evident Custody Services Limited · TCSP Licence No. TC010776 · a separate legal entity
Acts as Registrar and Administrator, maintaining the definitive Principal Register of beneficial owners. Keeping the registrar separate from the nominee means no single entity controls both legal title and the ownership records.
Recorded on the Principal Register · full economic and governance rights
The beneficial owner of the underlying securities. Beneficial ownership is recorded on the Principal Register maintained by ECSL and protected by the statutory client-asset regime under the Securities and Futures Ordinance.
As an SFC-licensed firm, EPSL is subject to continuous regulatory supervision — ongoing capital-adequacy requirements, mandatory compliance with the SFC Code of Conduct, regular regulatory reporting, and the regulator’s “fit and proper” standard.
Modern capital markets run on electronic infrastructure. Rather than record every individual investor directly on each issuer’s register — which creates friction, delays settlement, and complicates corporate actions — markets worldwide use nominee structures: a licensed, regulated intermediary holds legal title centrally, while each investor retains beneficial ownership behind the nominee.
EVIDENT applies this established model to private markets — private equity, private credit, pre-IPO, and infrastructure — giving investors the structural protections and operational efficiency of public markets. It also opens access to investments where minimum subscription sizes would otherwise be prohibitive, and supports efficient secondary transfer through the platform. The arrangement works like a custody arrangement: a broker holding listed equities for a client, a private bank safekeeping securities, HKSCC Nominees holding shares for CCASS participants — the mechanics are the same. A licensed intermediary holds legal title, the client retains beneficial ownership, and client assets are segregated from the intermediary’s own assets under the same statutory rules (Cap. 571H and Cap. 571I) that apply to any SFC-licensed firm holding client assets.
The investor opens an account, completes Professional Investor verification, and executes the Evident Client Agreement.
A Nominee Investment Agreement is executed; funds go to a segregated client-money account; EPSL acquires and holds title; ECSL records the investor on the Principal Register and issues an allotment notice.
Income and distributions pass through to the investor; governance is communicated through the platform; EPSL acts on the investor’s directions.
The beneficial interest may transfer through the platform’s secondary market mechanism; on exit, proceeds are distributed and the Principal Register is updated.
ECSL maintains the Principal Register as the definitive record throughout the lifecycle.
The most powerful layer, because it exists by operation of law rather than by contract. The Securities and Futures Ordinance and its Client Securities and Client Money Rules require all client assets held by SFC-licensed firms to sit in designated segregated accounts. These rules are imposed by statute on every licensed firm. They cannot be contracted away, waived, or modified by agreement. Client securities and client money are legally separate from the firm’s own assets, do not form part of them, and are not available to the firm’s creditors under any circumstances, including insolvency.
The investor’s relationship with EPSL is governed by two agreements: the Evident Client Agreement, executed at onboarding, which sets the master framework; and the Nominee Investment Agreement, executed for each investment, which establishes the specific terms — the investor’s beneficial ownership, EPSL’s administrative role, pass-through of income and governance rights, and the Material Nominee Impairment succession mechanism.
Separating the nominee function (legal title) from the registrar function (ownership records) across two separately licensed entities means no single entity controls both. ECSL maintains the Principal Register as the authoritative record, and any discrepancy between records is resolved in favour of the Principal Register.
EPSL’s role is administrative and ministerial — the same custodial function a broker, private bank, or securities intermediary performs when it holds client assets, governed by the identical statutory rules (Cap. 571H and Cap. 571I).
These matters are governed by the constitutive documents of the underlying securities, which investors receive and agree to be bound by before committing capital.
EPSL may act without specific instruction only in three narrow cases — regulatory compliance, time-sensitive manager communications, and protection from imminent and material harm — and must notify affected investors within five business days with a written explanation.
An investor’s beneficial ownership is documented and evidenced through multiple, independently verifiable records.
| Record | Maintained by | Purpose |
|---|---|---|
| Nominee Investment Agreement | Investor and EPSL | Establishes the nominee arrangement; defines rights and obligations |
| Client Agreement | Investor and EPSL | Master agreement, including register rules and client-asset protections |
| Allotment Notice | Issued by EPSL | Formal confirmation of the beneficial interest at settlement |
| Beneficial Interest Certificate | Evident platform | Downloadable certificate confirming the beneficial interest |
| Principal Register | Maintained by ECSL | Definitive and authoritative record of beneficial ownership |
| Platform Records | Evident platform | Real-time record of holdings, transactions, and distributions |
Client assets sit in designated segregated accounts, legally separate from EPSL’s own corporate assets. In an insolvency, they do not form part of the insolvent estate. The Principal Register maintained by ECSL independently evidences each investor’s beneficial ownership.
The NIA addresses scenarios where the nominee can no longer function — insolvency proceedings, licence revocation, or a final determination of fraud or gross negligence. The investor has the right to nominate a successor; the existing nominee must facilitate an orderly transfer; the manager must approve the successor; and alternative mechanisms apply if direct transfer is not feasible.
The regulator has broad powers to intervene where client assets may be at risk — including appointing administrators, restricting dealings, requiring asset transfers, and applying to court for investor-protection orders.
| Feature | SPV structure | EVIDENT nominee model |
|---|---|---|
| Investor protection | Depends on SPV articles, shareholder agreement, and SPV solvency | Statutory client-asset regime under HK law — segregation imposed by law |
| Insolvency remoteness | If the SPV becomes insolvent, investors are creditors | Client assets legally outside the nominee’s estate under the statutory regime |
| Additional corporate layer | Yes — the SPV has its own governance and liability | None — the nominee holds title directly |
| Ongoing costs | Formation, maintenance, agent, audit, director fees | No separate entity; costs sit in the platform fee structure |
| Regulatory oversight | Offshore SPVs are typically not supervised | Continuous supervision by the Hong Kong SFC |
| Transfer mechanics | Share-transfer documents, board approval, stamp duty | Transfer through the platform secondary market mechanism |
| Exit complexity | Share transfer or SPV dissolution | Exit via the Principal Register; proceeds flow directly |
Neither structure is inherently superior in every circumstance. For the types of investment on the EVIDENT platform, the nominee model is the more efficient and robustly protected of the two.
Fee transparency. Investors see all fees applicable to their investment before committing capital. Fees charged by EVIDENT at the nominee and platform level are clearly distinguished from any fees at the underlying fund or asset level, and the complete structure is disclosed before any commitment.
Secondary transferability. EVIDENT imposes no lock-up at the nominee level. From settlement, the beneficial interest is eligible for secondary transfer through the platform, subject to the underlying securities’ transfer provisions, transferee eligibility, and applicable regulatory requirements. The underlying securities may carry their own restrictions, disclosed in the deal documentation.
Distributions and exit. Cash distributions are passed through to investors in proportion to their beneficial interests, net of applicable fees. Where the underlying fund distributes in kind, the nominee receives its share and passes the assets through proportionally, per the NIA. The general partner retains full discretion over the timing and method of all distributions.
| Area | Law / source | Investor impact |
|---|---|---|
| Client securities | Cap. 571H — designated segregated accounts, strict controls | Legally segregated from the intermediary’s assets |
| Client money | Cap. 571I — prompt segregation, strict controls | Segregated with time-bound safeguards |
| Licensing | SFO Parts V & IX — fit and proper, enforcement powers | Continuous oversight and accountability |
| Market infrastructure | HKEX / CCASS — HKSCC Nominees, book-entry settlement | Confirms the nominee holding as the standard HK model |
Both EVIDENT entities hold current Hong Kong licences, listed on the public registers maintained by the regulator and the Companies Registry.
Sources and further reading: SFC Public Register (CE BTR490); TCSP Public Register (TC010776); Securities and Futures (Client Securities) Rules (Cap. 571H); Securities and Futures (Client Money) Rules (Cap. 571I); Securities and Futures Ordinance (Cap. 571); SFC Code of Conduct. This document is for informational purposes only and does not constitute legal advice. Professional Investors should consult their own legal and financial advisers. Strictly private and confidential — available only to Professional Investors as defined under the Securities and Futures Ordinance (Cap. 571). Read alongside the Nominee Investment Agreement and the Evident Client Agreement.