Comparison of Bermuda, Cayman Islands and British Virgin Islands Funds

COMPARISON OF BERMUDA, CAYMAN ISLANDS AND BRITISH VIRGIN ISLANDS FUNDS

Preface

This publication has been prepared for the assistance of those who are considering the formation of a fund in an offshore jurisdiction such as Bermuda, the British Virgin Islands (“BVI”) or the Cayman Islands (“Cayman”).

This publication deals in broad terms with the requirements of each jurisdiction for the establishment and operation of a fund. It is not intended to be exhaustive, but merely to provide brief details and information, which, we hope, will be of use to our clients. We have separate publications dealing with each jurisdiction, which can be provided upon request. We recommend that our clients seek legal advice in relation to each jurisdiction on their specific proposals before taking steps to implement them.

Before proceeding with the incorporation of a fund in any of the jurisdictions, persons are advised to consult their tax, legal and other professional advisors in their respective jurisdiction.

Conyers Dill & Pearman

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TABLE OF CONTENTS

1. INTRODUCTION 4 2. FUND VEHICLES 4 3. FUND CATEGORIES: UNREGULATED 4 4. FUND CATEGORIES REGISTERED 4 5. FUND CATEGORIES: REGULATED 5 6. ESTABLISHMENT PROCEDURE 6 7. ORGANISATION COSTS* 7 8. UNIT TRUSTS: LEGAL NATURE, ESTABLISHMENT PROCEDURE & LOCAL REQUIREMENTS 7 9. LIMITED PARTNERSHIPS: LEGAL NATURE, ESTABLISHMENT & LOCAL REQUIREMENTS 8 10. PROSPECTUSES 10 11. FUNCTIONARIES 10 12. ANTI MONEY-LAUNDERING AND TERRORIST FINANCING 11 13. REPORTING REQUIREMENTS 12 14. REPORTING REQUIREMENTS - FINANCIAL 13 15. LOCAL REQUIREMENTS - COMPANIES 13 16. MANAGEMENT - COMPANIES 13

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1. INTRODUCTION As the establishment of investment funds, mutual funds and hedge funds in offshore jurisdictions continues to grow, it is becoming increasingly important to understand the advantages offered by each jurisdiction. Conyers Dill & Pearman has offices in each of Bermuda, the BVI and Cayman and is able to advise on the establishment of funds in each of these three jurisdictions. The purpose of this comparison is to help our clients identify which jurisdiction best suits their legal and commercial requirements.

BERMUDA CAYMAN BRITISH VIRGIN ISLANDS

2. FUND VEHICLES

A fund may be a company, segregated A fund may be a company, segregated A fund may be a business company, accounts company, limited liability portfolio company, limited liability segregated portfolio company, unit trust, company, unit trust or limited company, unit trust or partnership. partnership or other body. partnership.

3. FUND CATEGORIES: UNREGULATED

1. Unregulated Funds 1. Unregulated Funds 1. Unregulated Funds  E.g. private funds/excluded funds  E.g. private funds set up for a max.  E.g. closed-ended funds such as including master funds with less of 15 investors and the majority of private equity funds. than 20 investors and which do investors (whether voting or non- not promote themselves to the voting) can appoint and remove Application fee: zero public generally. (No requirement fund operator(s) (i.e. directors, that investors be able to remove general partner or trustee as fund operator(s) (i.e. directors, applicable) (exemption from general partner or trustee as licensing and registration not applicable)). available for Master Funds (see below)).  E.g. closed-ended funds such as private equity funds which are not  E.g. closed-ended funds such as subject to the provisions of the private equity funds and certain IFA (defined below). overseas funds.  No filing fees for Master Funds or Application fee: zero other authorization expenses if such Master Fund has less than 20 registered investors. Application fee: zero

4. FUND CATEGORIES REGISTERED

Legislation: Legislation: Legislation: Investment Funds Act 2006 (the The Mutual Funds Law (2015 Revision) Securities and Investment Business Act “IFA”) (the “Law”) (“SIBA”) 1. Class A Exempt Funds 1. Registered Funds 1. Incubator Funds  Open to ‘qualified participants’  Set up for min. investment of  Set up for max. of 20 investors, (e.g. sophisticated investors) and US$100,000 or interests listed on a each of which must invest at least investment managers with certain recognised stock exchange. US$20,000. qualifications (see below). Application Fee: CI$3,500/US$4,270 Application Fee for Approval: US$1,500  No regulatory approval required;

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filing only. Annual Fee: CI$3,500/US$4,270 Annual Renewal Fee: US$1,000 Application Fee: US$1,545 Annual Fee: US$1,545 2. Approved Funds 2. Class B Exempt Funds  Set up for up to 20 investors.  Only open to qualified  Net assets under management participants. must not exceed US$20 million. Application Fee: US$1,030 Application Fee for Approval: US$1,500 Annual Fee: US$1,030 Annual Renewal Fee: US$1,000 3. Private Funds  Set up for max. of 50 investors or interests offered on private basis only. Application Fee for Recognition: US$700 Initial Fee on Recognition: US$1,000 (on or before June 30 in any year; US$500 thereafter) Annual Renewal Fee: US$1,000

5. FUND CATEGORIES: REGULATED

Legislation: Legislation: Legislation: Investment Funds Act 2006 (the The Mutual Funds Law (2015 Revision) Securities and Investment Business Act “IFA”) (the “Law”) (“SIBA”) 1. Institutional Funds 1. Administered Funds 1. Professional Funds  Only open to qualified participants  Licensed Cayman administrator  Only open to “professional or set up for min. investment of appointed to provide principal investors” and set up for min. $100,000. office. investment of $100,000 (unless an “exempted investor” i.e. the Application Fee: US$855 Application Fee: CI$3,500/US$4,270 manager, promoter and their Annual Fee: US$968 Annual Fee: CI$3,500/US$4,270 employees, the administrator or the underwriter). 2. Standard Funds 2. Licensed Funds Application Fee for Recognition:  Generally retail funds.  Licensed as a regulated fund by the Cayman Islands Monetary Authority US$700  All other funds not otherwise (“CIMA”). classified or exempted/excluded. Initial Fee on Recognition: Application Fee: CI$3,500/US$4,270 Application Fee: US$855 US$1,000 (on or before June 30 in any Annual Fee: CI$3,500/US$4,270 year; US$500 thereafter) Annual Fee: US$1,535 Annual Renewal Fee: US$1,000 3. Administered Funds 2. Public Fund  Requires the appointment of a fund administrator recognized by (business company or unit trust) the Bermuda Monetary Authority  May offer interests to the public in (“BMA”) and either (i) a minimum accordance with SIBA. investment of US$50,000; or (ii) fund interests listed on a BMA Application Fee for Registration:

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recognised stock exchange. US$700  IFA licensed administrator. Initial Fee on Registration: Application Fee: US$855 US$1,500 (on or before June 30 in any year; US$750 thereafter) Annual Fee: US$968 Annual Renewal Fee: $1,500

Specified Jurisdiction Funds (Japan) Master Funds Recognised Foreign Funds  Recognised to be marketed to the  Has one or more regulated feeder  Overseas funds already regulated Japanese public. funds (i.e. mutual funds that and supervised by an FSC conduct more than 51% of their (Financial Services Commission)  Based on a “Standard Fund” investing through another mutual approved jurisdiction may be structure fund). recognised in the BVI. Application Fee: US$855 Application Fee: CI$2,500/US$3,050 Application Fee for Recognition: Annual Fee: US$1,535 Annual Fee: CI$2,500/US$3,050 US$700 Initial Fee on Recognition: $1,000 (on or before June 30 in any year; $500 thereafter) Annual Renewal Fee: $1,000

6. ESTABLISHMENT PROCEDURE

 Filing to incorporate made with  Filing for incorporation made to  Filing for incorporation made to the Registrar of Companies. Registrar of Companies. Registrar of Corporate Affairs.  Incorporation can generally be  Incorporation can generally be  Incorporation can generally be completed within 24-48 hours completed within 24-48 hours after completed within 24-48 hours after after collection of due diligence collection of due diligence the memorandum and articles are documentation. documentation. in final form.  Bye-laws, prospectus and  Articles of association, prospectus  For Private and Public Funds, agreements must be finalised and agreements must be finalised prospectus and various before launch. before CIMA filing and launch. agreements must be finalised and government approvals received  Registered Funds:  Registered and Regulated Funds: before launch. CIMA will generally confirm 1. Class A Exempt Funds: Filing with approval of registration within 5  Incubator and Approved Funds BMA of a confirmation of eligibility days. may commence business 2 clear certificate and offering business days after submitting a memorandum. No further completed application. approvals or requirements.  Private/Public Funds: must apply to 2. Class B Exempt Funds: Filing with be recognised/registered by the BMA of an offering memorandum. FSC before launch (approx. 14 BMA approval of exemption must days). be obtained before launch (approx. 5 days).  Professional Funds: may carry on business up to 21 days prior to  Regulated Funds: BMA approval being recognised (provided that an of authorisation and appointment application for recognition as a of service providers must be professional fund is submitted obtained before launch (approx. 5 within 14 days of commencing days) business).

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7. ORGANISATION COSTS*

Incorporation Cost1: US$2,510 Incorporation Cost3: US$1,585 Incorporation Cost: US$1,435 (including filing fee and first year (including filing fee and first year annual (including filing fee and first year annual annual government fee) gov fee) gov fee) Annual Gov Fee: US$2095 for Annual Gov Fee: US$854 for Annual Gov Fee: US$450 for companies with an authorized share companies with authorised capital of up companies authorised to issue up to capital of US$12,000 to US$50,000 50,000 shares or with authorised share capital of up to US$50,000

Partnership Cost2: US$2,765 Partnership Cost4: US$2,682 Partnership Cost: US$1,735 (including filing fee and first year (including filing fee and first year annual annual gov fee) gov fee) (including filing fee and first year annual gov fee) Annual Gov Fee: US$2,350 Annual Gov Fee: US$1,464 Annual Gov Fee: US$750 Annual Gov Fee (if not regulated): US$2,440 Unit Trust Registration and Annual Gov Fee per Unit Trust: US$3,050 Unit Trust Establishment Fee: US$200 Unit Trust Registration: US$1,000 Annual Fee: zero Segregated Accounts Company Annual Gov Fee: US$610 Registration Fee: US$295 Segregated Portfolio Company Application Fee: US$1,500 Fee per Segregated Account: US$295 Segregated Portfolio Company Fee: (up to a maximum of US$1,180 i.e. 4 Application Fee per Portfolio: US$350 accounts; thereafter zero per account) Registration fee: US$610 Annual Fee: US$1,500 Fee per Portfolio: US$366 Annual Fee per Portfolio5: US$350 (up to maximum of US$1,830) Mutual Fund SPCs pay an additional US$305 per portfolio (up to a maximum of 25 portfolios)

*The costs listed do not include legal or service fees charged by service providers, which vary depending on the specific facts of the matter. Please contact any of our offices for a fee estimate for your particular matter.

8. UNIT TRUSTS: LEGAL NATURE, ESTABLISHMENT PROCEDURE & LOCAL REQUIREMENTS

 Not a separate legal entity.  Not a separate legal entity.  Not a separate legal entity.  Only trustee can enter into  Only trustee can enter into  Only trustee can enter into

1 A tax assurance can be obtained for US$195. 2 A tax assurance can be obtained for US$195. 3 A tax exemption undertaking can be obtained for US$1,985. 4 A tax exemption undertaking can be obtained for US$1,954. 5 Subject to 50% discount for the initial year if approval on or after July 1st); provided the total annual fee payable by an SPC will not exceed US$10,000 in any year.

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contracts, sue and be sued. contracts, sue and be sued. contracts, sue and, unless section 97 Trustee Act is applied to the  Each investor does not have an  Each investor does not have an trust, be sued. If section 97 is so entitlement to the specific entitlement to the specific applied, trustee has no personal investments comprised in the trust investments comprised in the trust liability to counterparty on fund, but just the right to redeem fund, but just the right to redeem transaction properly entered into in his share in its assets, known as a his share in its assets, known as a disclosed or known fiduciary “unit”, for cash at a price based on “unit”, for cash at a price based on capacity and counterparty the value of the investments. the value of the investments. effectively afforded right to proceed against fund directly.  Each investor does not have an entitlement to the specific investments comprised in the trust fund, but just the right to redeem his share in its assets, known as a “unit”, for cash at a price based on the value of the investments.

 If open-ended and more than 20  If relevant, apply to CIMA for  Apply to the FSC for registration as investors, apply to BMA for regulation as a mutual fund under a mutual fund under SIBA (approx. exemption/classification (approx. the Law (approx. 5 days). 14 days). 5 days).  If satisfies requirements for a Class A Exempt Fund, make filing with BMA under IFA to complete registration.

 The unit trust must have a  The trustee of a Cayman unit trust  A unit trust registered as a Public Bermuda nexus, e.g. a Bermuda will typically be a trust company Fund, must have a BVI company as functionary, trustee or resident under the Banks and Trust a trustee. representative. Companies Law (as amended).  A unit trust may also itself be registered in Cayman with the Registrar of Trusts as an “exempted” trust pursuant to Section 74 of the Trusts Law. Note that in the case of an exempted trust, the beneficiaries should not include a person resident or likely to be resident or domiciled in Cayman.

9. LIMITED PARTNERSHIPS: LEGAL NATURE, ESTABLISHMENT & LOCAL REQUIREMENTS

 Separate legal personality  No separate legal personality  Separate legal personality available. available. available.  Can carry on business, sue and  Can carry on business, sue and be  Can carry on business, sue and be be sued in partnership name and sued in partnership name. sued in partnership name. is legally independent of its partners.

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 Application made to Registrar of  General partner submits to  The proposed local registered Companies to form; particulars of Registrar of Exempted Limited agent files (a) a statement signed the partnership required (approx. Partnerships a statement setting by or on behalf of each general 24-48 hours). out particulars of the partnership partner specifying (i) the name of and a declaration that the the limited partnership and its  Once organized, the general partnership will not undertake foreign character name (if partner files certificates of limited business with the Cayman public applicable), (ii) the address of the and exempted partnership to save as permitted. registered office of the limited register the partnership. partnership, (iii) the name and  Registrar issues certificate of  Registrar of Companies issues address of the registered agent of registration (approx.4-5 days; 24 the limited partnership, (iv) the certificate of registration (approx. hours for an additional fee of 24-48 hours). name and address of each general CI$400/US$500). partner and (v) the term for which the partnership is entered into or, if for unlimited duration, a statement to that effect, (b) if the general partners wish to elect that the limited partnership shall not have legal personality, a declaration to this effect signed by or on behalf of each general partner, and (c) a signed consent to act as registered agent.  Registrar of Limited Partnerships issues a certificate of registration, which shall state whether or not the limited partnership has legal personality. (approx. 14 days). The limited partnership is formed on the date specified in the certificate.

 No local connection required for  Must have at least 1 general  No local connection required for general partner(s) (i.e. general partner with a local connection to general partner(s). partner formed in other jurisdiction Cayman. can be used without further  Must appoint registered agent in qualification or fees being payable  Must have Cayman registered the BVI and have a BVI registered in Bermuda.. office. office.  Must appoint resident  Must file annual statement of representative and have Bermuda prescribed partnership particulars registered office. and declaration that the partnership will not undertake business with the Cayman public save as permitted.

 Must maintain records of account  Subject to partnership agreement,  Must maintain financial records and and a register of partnership limited partners are entitled to full underlying documents, including interests, which are open to information regarding the state of accounts, and registers of general inspection by limited partners the business and financial condition and limited partners which are open only. of the partnership. to inspection by limited partners.  The certificates of exempted and  The register of partnership interests  The register of limited partnerships limited partnership are available is available for public inspection and the register of registered for public inspection. with the consent of the general charges maintained by the partner. For a fee, the public can Registrar of Limited Partnerships obtain a copy of the certificate of are available for public inspection. registration or any registered statement filed in respect of the partnership.

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 The partnership agreement can  The partnership agreement can set  The Limited Partnership Act set out transfer/withdrawal out transfer/withdrawal restrictions provides that, subject to the limited restrictions (if any). (if any). partnership agreement, (i) a limited partner shall not except with the prior written consent of the general partners and (ii) a general partner may with the prior written consent of any general partner, assign, transfer, grant a security interest over or otherwise dispose of all or any part of the partner’s partnership interest to another person.

10. PROSPECTUSES

 Unless accepted by a competent  Registered and Regulated Funds  Public Funds: must apply and regulatory authority (BMA is a must file a copy with CIMA together register a copy with the FSC. competent regulatory authority) or with statutory particulars. appointed stock exchange, or Application Fee: US$250 Administrative fee for filing for subject to a direction to disapply Registration Fee: US$500 (or filing requirement, copy must be registration of a fund or master fund CI$300/US$366 US$250 for an amendment) filed with Registrar of Companies.  Professional/Private Funds: Filing Fee: US$95  Master Funds: not required to adopt or file a separate offering required to submit a copy which  Must contain particulars set out in document. must contain a prescribed form of the Companies Act 1981 (for fund investment warning, or if permitted companies) and the IFA (unless by the FSC, can avoid submitting unregulated/ exempted). but must provide each investor with a separate document containing  Master Funds: not required to the investment warning. adopt or file an offering document.

11. FUNCTIONARIES

 Except for Unregulated Funds,  Will typically appoint:  Private/Regulated Funds: must must appoint: appoint (unless exempted): Investment manager Investment manager Custodian/Prime Broker Investment manager Administrator Administrator Administrator Auditor Auditor Custodian Custodian or Prime Broker Auditor

 (NB: Except for Standard Funds, (NB: for Private/Professional Funds, none of the above need be custodian must be independent from the resident in Bermuda if there is manager/administrator unless there are some other Bermuda nexus e.g. a sufficient systems to ensure functional Bermuda director, secretary or independence) resident representative). Waivers of appointment of Custodian  Approved Fund must appoint an and/or Prime Broker are available. administrator.

 Class A Exempt Funds:  Registered and Regulated Funds:  Private/Professional Funds: FSC investment manager must be depending on the type of fund, may can exempt from requirement to regulated by an acceptable be obliged to appoint a licensed have a manager, custodian or regulator or manage at least mutual fund administrator which auditor. US$100 million (either individually must comply with certain or as part of a group). obligations and duties pursuant to  Public Funds: FSC can exempt from requirement to have a

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 Standard Funds: if administrator the Law. custodian. does not carry on administration business in Bermuda, custodian  Certain terms, limitations, must be licensed by the BMA. restrictions, or conditions that may be placed on a certificate of approval/recognition/ registration will not arise in principle when appointed functionaries are incorporated in BVI, a “recognised” jurisdiction under SIBA, or a jurisdiction acceptable to the FSC.

12. ANTI MONEY-LAUNDERING AND TERRORIST FINANCING

 Investment fund operators are  Funds, both registered and  Funds must comply with relevant required to appoint a Money unregistered, carrying on "relevant anti-money laundering legislation Laundering Reporting Officer and financial business" are required to and regulations including the Compliance Officer to whom have in place anti-money requirement to have an anti-money reports should be made and who laundering reporting and laundering reporting officer shall have responsibility to make compliance procedures and must (“MLRO”). The MLRO does not reports to the Financial appoint a Compliance Officer, need to be an employee but should Intelligence Agency when Money Laundering Reporting be based in a “Recognised suspicious circumstances require. Officer and Deputy Money Jurisdiction”. One individual can fulfil both roles. Laundering Reporting Officer (such roles can be undertaken internally  The Anti-Money Laundering  The Fund must adopt a formal or delegated to a third party service Regulations apply to regulated policy in relation to the prevention provider). persons including mutual funds and and detection of money their managers and administrators. laundering and terrorist financing  Internal reporting procedures must The Regulations require such which must be supplied to and be in place to (1) identify and report persons to maintain client approved by the BMA. suspicious activity; (2) monitor and identification procedures, keep ensure internal compliance with “know your client” and suspicious  The BMA is notified and must laws relating to money laundering; transactions records, establish approve the Reporting and and (3) test the AML/CFT system internal reporting procedures for Compliance Officer. consistent with the Regulations and suspicious transactions and have in the Guidance Notes. Registered place internal controls and and regulated funds must notify communication procedures CIMA of their AML officer appropriate for preventing money appointees. laundering, as well as provide adequate training for staff on their anti-money laundering obligations.  Such persons must submit for the approval of the Financial Investigation Agency such identification, record keeping, internal reporting and internal controls and communication procedures.  The Anti-Money Laundering and Terrorist Financing Code of Practice offers guidance and favours a ‘risk based approach’ to establishing internal policies, subject to certain specific requirements enumerated within it. The Code addresses in detail the requirements of the law, as they pertain to internal systems and

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controls, and requires that businesses provide to the FSC a copy of such internal policies for approval.

13. REPORTING REQUIREMENTS

 Annual submission of statement  Advise CIMA of changes of  Incubator/Approved Funds: confirming compliance with the directors and service providers. notification to FSC of any change to IFA, fund rules and fund the information provided in the prospectus rules to BMA, as  Registered and Regulated Funds: application for approval or any applicable. file an amended offering document matter which has or is likely to have or statutory particulars if there is a a material impact.  Regulated Funds: BMA approval material change with CIMA. needed for any proposal to  Registered/Professional Funds: replace a director or a service Filing Fee: CI$300/US$366 annual returns must be submitted provider and for any material Amendments or Supplements to to the FSC. Incubator Funds must changes to prospectus/offering Prospectus: CI$100/US$122 submit semi-annual returns document. confirming continuing eligibility as  Registered and Regulated Funds: an incubator fund. If an incubator Material Changes Application: file annual return with CIMA. fund or approved fund exceeds the US$258 threshold on net assets or number  Class A Exempt Funds: annual of investors over 2 consecutive compliance statement to BMA that months, it must apply to convert the fund continues to qualify for into a private or professional fund exemption and outlining any or an approved fund (if it is an material changes to incubator fund), a closed-ended prospectus/offering document. fund or commence liquidating the fund.  Class B Exempt Funds: annual compliance statement to BMA.  Private/Regulated Funds: BMA approval required for any notification to FSC of a new or proposal to replace a director or a amended offering document, service provider. change in business address or amendments to constitutional  Standard Funds: monthly reports documents. on share activity to BMA.  Incubator/Approved Funds:  Institutional/Administered Funds: notification to FSC of change in quarterly reports on share activity authorised representative, director to BMA. (if number falls below 2) or administrator (Approved Funds only).  Public Funds: FSC approval needed for any material changes to prospectus or structure (including change of director, functionary or auditor).  Private/Professional Funds: Notification to FSC of any change in director, authorised representative, functionary or auditor. (NB: no notification required if a functionary resigns, is terminated or otherwise ceases to act and a replacement is appointed within 7 days)

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14. REPORTING REQUIREMENTS - FINANCIAL

 Distribution of financial report to  Registered and Regulated Funds  Private/Regulated Funds: copy of investors including copies of (including regulated Master Funds): audited financial statements audited financial statements. annual audited accounts filed with provided to FSC. CIMA (unless exemption is  Registered Funds only: Filing of granted).  International Financing Reporting annual audited accounts with Standards promulgated by the BMA required.  Accounts must have local Cayman International Account Standards auditor sign off. Board, UK GAAP, US GAAP,  Generally accepted accounting Canadian GAAP or internationally principles and generally accepted recognised and equivalent auditing standards of any generally accepted account jurisdiction can apply. standards apply.  No requirement to have local auditor sign off of audited financial statements.

15. LOCAL REQUIREMENTS - COMPANIES

 Must maintain a Bermuda  Must maintain a Cayman registered  Must maintain a BVI registered registered office. office. office and registered agent.  Must appoint a registrar to  No local director required.  Must appoint an “authorised maintain a register of participants representative” being a BVI entity in Bermuda (although overseas or individual certified by the FSC for sub-register or branch is such purpose to act as a liaison permissible). between the FSC and the licensee and maintain records.  No local director required (if secretary or resident  No local director required. representative in Bermuda).

16. MANAGEMENT - COMPANIES

 Must have at least 2 directors  Must have at least 2 individual  Registered/Professional Funds: (which must be individuals) and a directors. must have at least 2 directors; 1 secretary; if one of these is not must be an individual. ordinarily resident in Bermuda,  Corporate directors are permitted must appoint a resident in certain circumstances.  Public Funds: must have at least 2 representative. directors; cannot have corporate directors.  Secretary and/or resident representative can be an individual or company.

 Registered and Regulated Funds:  Registered and Regulated Funds:  Registered/Professional Funds: auditor must be acceptable to auditor must be a CIMA-approved auditor must satisfy requirements of BMA but is not required to be firm based in Cayman. SIBA and the BVI Regulatory Code. based in Bermuda. FSC can exempt requirement to  Unregulated Funds: auditor not have an auditor.  Unregulated Funds: auditor not required. required.  Public Funds: auditor must be specifically approved by the FSC.

 There is no requirement to hold  CIMA recommends board meetings  There is no requirement to hold board meetings or, if waived by a at least twice per year. board meetings or an annual

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shareholder resolution, an annual  Any such meetings need not be general meeting. general meeting. held in Cayman.  Any such meetings need not be  Any such meetings need not be held in the BVI. held in Bermuda.

This publication should not be construed as legal advice and is not intended to be relied upon in relation to any specific matter. It deals in broad terms only and is intended merely to provide a brief overview and give general information.

© Conyers July 2019

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