British Virgin Islands Fund Formation

The principal legislation pertaining to funds in the British Virgin Islands ("BVI") is the Securities and Investment Business Act, 2010 ("SIBA") and regulations thereunder. (the "Regulations"). This Act sets out the requirements for the recognition and registration of funds incorporated or formed under the laws of the BVI or otherwise carrying on business from within the BVI.

Funds in the BVI may be incorporated as business companies or formed as partnerships or unit trusts. The business company, being a corporate vehicle, is the most common structure used to form a fund in the BVI. Fund companies can be incorporated as segregated portfolio companies. For ease of reference, we have in this memorandum assumed that the fund is structured as a business company, except where otherwise noted.