Bermuda Professional Closed Fund_Guideline

Bermuda Professional Closed Fund The Bermuda Investment Funds Amendment Act 2019 sets forth the regulatory environment for operation of mutual funds in Bermuda. The Amendment Act also introduced a new class of fund for closed-ended investment funds namely Professional Closed Fund. Effective from 1 January 2020, new closed-ended investment funds will need to be authorized or registered under one of the existing categories of Authorized Funds or Registered Funds or alternatively registered under the new category of Professional Closed Fund. A fund may register as a Professional Closed Fund if it satisfies the following requirements:

1. It is a closed-ended investment fund;
2. It is open only to qualified participants;
3. The qualified participants are provided with an investment warning prior to the time of the purchase of units;
4. Its operator has appointed a licenced local service provider or an officer, trustee or representative resident to Bermuda who has access to its books and records;
5. Its operator has appointed an auditor; and its financial statements are prepared in accordance with recognised standards (i.e. IFRS or GAAP).

Legal Requirements

Sr. No	Element	Requirement(s)
	Entity Requirements	The entity making the application is Bermuda: Company Limited partnerships, Unit trust or
	Director’s Requirements	The licensee will need at least 2 (two) natural person Fit and Proper Directors of any jurisdiction.
	Shareholder requirements	The investment dealer will need at least one shareholder. Corporate shareholding is allowed and 100% foreign ownership is permitted.
	Compliance Officer	The Licensee must establish and maintain an appropriate and effective compliance function within the firm which operates independently of all operational and business line functions and senior or supervisory management.
	Licensed Principle	The Applicant must employ at least one individual who is licensed as a principal. The Principle must: Have sufficient educational or other qualifications or experience; Have sufficient authority within the company; Be a fit and proper person, to supervise the business for which the company that has nominated him is licensed or is applying to be licensed
	Fund Administrator	The Applicant must employ a fund administrator with no local requirement
	Fund Manager	The Applicant must employ a fund manager with no local requirement
	Custodian	The applicant must have a custodian approved by the BMA. A Custodian licensed and approved locally the minister. A Custodian licensed and approved under the laws of a recognized country or jurisdiction. A person with a written permission from the Minister to carry on Business as a Custodian.
	Local Office	The applicant must have premises acceptable to the authority. The premises should be able to facilitate confidential interaction between the applicant and its clients, and provide for safe and confidential storage of documents.
	Auditor	The Licensee, within one month after becoming licensed, shall appoint an external auditor who is acceptable to the Authority
	Insurance	The applicant must have indemnity insurance coverage or a fidelity bond acceptable to the regulator
	Minimum Capital Requirements

Ongoing Obligations

1. Licenses are to be renewed annually after the date of registration. On application for renewal of a Licence, the Bermuda Monetary Authority , if satisfied that the applicant is a licensee of good standing, may grant the renewal on payment by the applicant of the annual renewal Licence fee
2. Filing of Audited Accounts: The licensee shall for the financial year beginning on the day on which it commences to carry on securities business; and for each subsequent year submit to the Authority, within ninety days after the end of the financial year, audited financial statements prepared in accordance with international accounting standards, and which contain such additional information as may be prescribed.
3. The Licensee must maintain appropriate policies of insurance for the purpose of indemnifying such licensee against any liability that may be incurred as a result of any act or omission by the licensee or any of its officers or employees in the conduct of the licensee’s securities business.

About Valsen Fiduciaries Valsen Fiduciaries is a licensed independent global service provider of a broad range of fiduciary, administrative, legal, corporate secretarial and support services.

• 1. Company formations and Administration
  2. Assistance with Bank Account opening
  3. Collective Investment Setup and Administration
  4. Intellectual Property Registrations and Maintenance.
  5. Trusts and Foundations setup and administration
  6. Online Payment Gateway Solutions
  7. Banking Licenses and PSP, E-Money, E- Wallet Licenses
  8. Yacht and aircraft registrations.
  9. Cryptocurrency Solutions (ICO, STO, Crypto Exchanges etc)

The Valsen Advantage

• We will advise you on the optimal legal structure for your requirements, size, expectations and circumstances. We have extensive knowledge of a wide range of securities dealer licenses in all major jurisdictions.
• Valsen will assist to complete every form for each process in the best way we know how (Based on our many years’ experience with various regulators and service providers across the world)
• We are very hands on in the post filing period checking with re regulator and service providers and updating you regularly. Any queries raised by the regulators and service providers during processing will be quickly synthesized by us and we shall craft the right responses to move the process forward fast.
• We have a full in-house compliance support for all compliance requirements with the regulator and service providers

Our Contact Details Please visit us on: www.offshorelicense-regulatory.com , www.valsen-corporate.com OR Contact us on:

• Tel: +248 4321018
• WhatsApp: +248 2525217
• Skype: vf-international.com
• Email: info@valsenfiduciaries.com