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  Thursday, September 09, 2010
  FUND FAQ


What about Internet Marketing?

Internet Marketing will generally be considered as an offer to the public, unless it is clear that for example the offer can only be accepted by professional investors. Furthermore, whether or not a web page constitutes an offer of securities in a particular jurisdiction, which is a very complex issue, many jurisdictions will have securities laws based upon where shares are sold. Unless the investor is physically out of the jurisdiction when the sale is consummated, it may be that the jurisdiction will seek to enforce its laws, in cases of sales to its residents, resulting from Internet marketing. This is a very live issue and careful consideration must be given in every case.

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What about Internet Marketing?

Internet Marketing will generally be considered as an offer to the public, unless it is clear that for example the offer can only be accepted by professional investors. Furthermore, whether or not a web page constitutes an offer of securities in a particular jurisdiction, which is a very complex issue, many jurisdictions will have securities laws based upon where shares are sold. Unless the investor is physically out of the jurisdiction when the sale is consummated, it may be that the jurisdiction will seek to enforce its laws, in cases of sales to its residents, resulting from Internet marketing. This is a very live issue and careful consideration must be given in every case.

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Blenheim will be pleased to advise upon the type of entity through which the fund will operate. For a corporate entity this involves defining the share classes, redemption, voting, dividend and rights to return of capital. Factors to be considered include marketability, taxation, securities regulation and law.

OFFERING DOCUMENT


This is an important document prescribing the detailed investment activities of the fund, legal existence and risk factors. The professionals at Blenheim will assist in drafting of the offering document in order to ensure compliance with BVI law, adequate disclosure and consistency with the fund's constitutional documents and agreements.  We also recommend a legal review.

FUND CONSTITUTIONAL DOCUMENTS


The Memorandum and Articles of Association, Limited Partnership or Unit Trust Deed, as the case may be, constitute the legal entity in accordance with the law. As the operations of the fund will be determined by regulations set out in the documents proper drafting, review and ensuring consistency with the prospectus and other fund documents is an essential step prior to incorporation or engrossment.

KEY FUND AGREEMENTS

The fund will enter into agreements with the Investment Manager, Investment Advisor, Administrator, Registrar and Transfer Agent, Auditor and Custodian. In addition to the level of remuneration these key agreements will determine the precise duties of the functionaries including record keeping, transactional process, accounting and NAV calculation, issuance and redemption of shares and investor relations generally. We shall be pleased to assist with the preparation of these documents and to arrange for legal review in the territory.

INVESTMENT MANAGER, BANKER, CUSTODIAN, AUDITOR


Blenheim has access to a wide range of professional fund advisors and can assist with opening bank and investment accounts in the BVI or worldwide. Consideration of these appointments should be made at an early stage, to permit time for appropriate due diligence and agreement of terms on both sides.

REGULATORY APPROVAL AND FORMATION


Once the fund constitutional documents, offering documents and agreements are finalized the fund can make application for a licence. The recognition process is typically 2-6 weeks and a professional fund can commence trading 14 days prior to approval.   The registration process for public funds takes a little longer depending upon the nature and offering of the fund.  Due to the efficiency of the Companies Registry formation can be achieved in a day.  Blenheim Trust (BVI) Limited will attend to all matters involved in the licence submission, approval and formation of the fund.

ADVANTAGES OF WORKING WITH THE QUALIFIED PROFESSIONALS AT BLENHEIM

The creation of a mutual fund can be a complex process, our experienced fund professionals will streamline and simplify the process for the busy investment professional and guide you through all aspects of fund establishment and administration. Once an investment professional has determined a clear investment strategy and target investor market, the two firms will undertake and coordinate all necessary steps to put the fund into business. The services that can be contracted or provided by Blenheim include:

  • Advice on the structure of the fund.
  • Assist with preparation of complex constitutional documents.
  • Formation in the BVI.
  • Drafting of offering documentation and agreements with advisors;
  • Registrar and transfer agent services;
  • Processing share issues and redemptions;
  • Calculation of Net Asset Values;
  • Communicating with shareholders and providing financial reports;
  • Communication with the general public;
  • Maintaining the principal books of account and liaising with the company's auditors;
  • Disbursement of dividends, fees, directors’ salaries, overheads;
  • Holding of shareholders' and board of directors' meetings;
  • Corresponding with the fund's professional advisors;
  • Distributions of offering circulars to prospective investors; and
  • Arranging for the publication of the funds monthly Net Asset Value in the financial press.

We shall be delighted to address any further questions that you may. Please note that the information above is provided for general guidance only, no legal or other professional advice or option is being rendered.  Any liability or loss incurred as a consequence, directly or indirectly from the use or application of the information contained herein, is specifically disclaimed.

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