Formation of Offshore Mutual and Hedge Funds

Dennings Trustees Limited is able to establish or facilitate the establishing of mutual funds and offshore hedge funds in SVG or any of the jurisdictions in which we have an affiliation, particularly the BVI. We will assist in writing or reviewing the prospectus, provide the directors (if required to do so), and apply to the regulators for the fund to be licensed, and draft the ancillary investment management and administration agreements.

We also assist in establishing and licensing the investment management company and administration company which would be service providers to the fund, if so instructed by our clients.

With regard to investment funds, the Mutual Funds (Amendment and Consolidation Act)  1998 defines three categories of investment fund available in the jurisdiction, namely,  Accredited, Private and Public. It is a requirement that all funds are recognised under the Act.

Accredited Fund:
To qualify as an Accredited Fund, the fund must have a minimum subscription requirement for investors of US$ 25,000 or equivalent in any currency. There is no limit to the number of investors such a fund may have.

Private Fund:
To qualify as a Private Fund, the fund must only solicit investors on a ‘private’ basis,  OR the number of total investors must be limited to 50. No invitations to subscribe for or purchase shares or units in the fund shall be generally circulated, nor shall subscriptions be solicited from members of the public.

Public Fund:

All funds which do not fall into either category above, is deemed a Public Fund.  As the category suggests, a Public Fund is open to members of the public. This category of licence is the most difficult to obtain.

Accredited and Private funds must apply for and be granted ‘Recognition’ by the SVG regulators. In order to obtain recognition a fund must comply with all aspects of the Act as it relates to the classification being applied for. In essence, to obtain recognition a fund must illustrate to the regulators, the following points:

  • That the fund is structured correctly to ensure the protection of investors;
  • That the proposed Investment Manager and Administrator are experienced and competent;
  • That the Offering Memorandum for the fund complies with the Act with regard to full disclosures to investors;
  • That the fund will be managed and administered in a fit and proper manner.

Mutual funds may be structured as simple IBC’S, Segregated Cell Companies under the IBC structure, as LLC’s or as Unit Trusts.