BVI Mutual Hedge Funds

from Maitime International Ltd.

Established in 1990, Maritime International Ltd. is one of the oldest and most trusted offshore service providers in the financial services industry, offering registration of BVI offshore investment funds, mutual and hedge funds.
BVI mutual hedge funds
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The BVI Incubator Fund is an excellent alternative to a Mutual/Hedge Fund. It is inexpensive and easy to set up and can be changed easily into a fully regulated Mutual/Hedge Fund, when necessary. As such, it is ideal for professionals starting up. Once sufficient clients and funds are accumulated, it can be easily upgraded.

An Incubator Fund is structured in the same manner as a Mutual/Hedge fund but an investor does not have an absolute right to redeem on demand. Rather the right to redeem is at the sole discretion of the directors.

The documents are drafted similar to a Mutual/Hedge fund, so when the time comes to make the change, the M&A are amended to include a right to redeem for the shareholders and the offering documents/subscription documents are updated.

An important aspect of the Incubator Fund is that there are no requirements for managers, accountants, custodians, etc., unlike those legally required for a Mutual/Hedge Fund.

Generally there are no limits on the number, type or size of investment. Because the manner in which the fund is established puts it outside the Mutual/Hedge Fund licensing regime in the BVI, there are no regulatory prohibitions. However, the restricted right of investors must be fully disclosed and as a result of this restricted right, some investors may be hesitant to join the Fund. Since the Fund is normally marketed to personal and business associates, friends and relatives this is not usually a major impediment . Closed end funds of course have the same restriction.

There are no restrictions with respect to clients. With respect to marketing, the Incubator Fund is built, based on the Manager's performance and his/her personal marketing and promotional efforts. The fund may not be marketed to the retail public, until it is upgraded, which is at the discretion of the Fund principal. Maritime International will be pleased to assist in the Fund upgrade whenever desired.

The M&A of the BVI company is exactly like a Mutual or Hedge Fund except that a shareholder's right to redeem is in the sole discretion of the Director of the company and not redemption as of right.

The Incubation Fund is designed to be sold to personal and business contacts and by word of worth. Shares may not be offered to the general public and advertising in the media is not permitted.

The word "Fund" cannot be used in the company name, as this is reserved for the fully regulated funds. One can use the word "Capital", "Investing", etc.


It will be a BVI business company with a specialized M&A and the usual Director(s) and shareholder(s). The Director(s) are often the Investment Manager, but this can be delegated to other persons if desired. The capital structure of the company will be two classes of shares.

The first class of shares is called Participating Shares. These entitle the shareholder to a proportionate interest in the investments of the company based on the investor's percentage ownership and the net asset value of the assets. The investor shares are non-voting except in very limited circumstances. The Participating Shares may be divided into other share classes, if desired.

The second class is the Management Shares, which can be held by the Director or others. These shares are not entitled to a participation in the assets of the company but essentially vote and control the company and the investment policy. The Director will, of course, carry out all the usual activities necessary to operate the business.

Individuals holding Management Shares may also invest in the company and hold Participating Shares.


The Investment Manager operates under an Investment Management Agreement with the Company. This details the responsibilities, terms and conditions and applicable fees due to the Manager. The Investment Manager may also be the Director of the Company, but it is still important for an Investment Management Agreement to be in place between the Director/ Investment Manager and the Company.

Fees earned by the Investment Manager should be transferred, when earned, to a separate bank account in the name of the Investment Manager.

If the Director is also the Investment Manager, then he/she will receive the appropriate fees as detailed in the Investment Management Agreement. If he/she is not the Investment Manager, then a separate agreement needs to be put in place to reimburse the Director for his/her work as the Director.

Note also that shareholders holding Management Shares do not participate in the investments and/or assets of the company. Therefore, for them to obtain remuneration, they must either be part of the Investment Management group and/or hold participating shares. Note that management shares do not entitle the holder thereof to any participation in the profits, dividends and/or distributions of the company.


Following are the key documents relating to the fund. The usual corporate documentation is also provided but these relate primarily to the fund. These documents will be provided to the client in draft form so they can be amended as desired to fit the client's needs.

Offering Document
This provides details on the company and its structure, the offering itself, the investment strategy, the minimum investment, prices, management fees, subscription procedure and other terms and conditions.

Corporate Launch Resolution
This is the director's approval for the launch of the Offering and the terms and conditions thereof.

Subscription Agreement
This provides details on the procedure for the purchase of shares, making payments, the terms and conditions, the acceptance of share purchase and notification of same. This Agreement is to be signed by the purchaser. Upon acceptance, notification will be sent to the purchaser, in accordance with the Agreement.

Investment Management Agreement
This is the Agreement between the Company and the Investment Manager setting out the policy and duties of the Investment Manager, his/her fees and the terms and conditions.

CONTACT Maritime International Limited for further details and/or a Quotation on your requirements.

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Offshore investment funds, mutual and hedge fund registration. Offshore companies since 1990.