Bermuda Exempted and Exempted Limited … Exempted and Exempted Limited Partnerships ... 2.1 A...

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Bermuda Exempted and Exempted Limited Partnerships Crawford House | 50 Cedar Avenue | P.O. Box HM 2879 | Hamilton | HM LX |Bermuda | T. +1441 295 6500 | F. +1441 295 6566 | W. www.aswlaw.com

Transcript of Bermuda Exempted and Exempted Limited … Exempted and Exempted Limited Partnerships ... 2.1 A...

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Bermuda Exempted and Exempted Limited Partnerships

Crawford House | 50 Cedar Avenue | P.O. Box HM 2879 | Hamilton | HM LX |Bermuda | T. +1441 295 6500 | F. +1441 295 6566 | W. www.aswlaw.com

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IMPORTANT DISCLAIMER This paper was prepared by Attride-Stirling & Woloniecki as a brief summary, is not intended to be a substitute for legal advice and should not be relied on as such. Professional advice should be sought if you are contemplating entering into any arrangement involving the subject matter of this paper. © Attride-Stirling & Woloniecki October 2008.

Contents 1. Introduction

2. Legal status of a Bermuda Partnership

3. Partnership Capital Requirements

4. What is an Exempted Partnership?

5. What is an Exempted Limited Partnership?

6. Partnership Agreement

7. Procedure for forming an Exempted or Exempted Limited

Partnership

8. Formation Costs

9. Exchange Control/Taxation

10. Audit

11. Annexure

A. Certificate of Exempted Partnership and Declaration of

Legal Personality

B. Certificate of Particulars of Limited Partnership and

Declaration of Legal Personality

C. Schedule of Fees and Expenses for the Formation of

Bermuda Exempted Limited Partnership

D. Bermuda Monetary Authority Requirements

12. Exempted Partnership Formation Questionnaire

13. Personal Declaration Form

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Memorandum on Bermuda Exempted and Exempted Limited Partnerships 1. Introduction

1.1 A partnership is defined by the Partnership Act 1902 (�“Partnership Act�”) as a relationship subsisting between persons carrying on a business in common with a view to profit.

1.2 Two or more partners may form a Bermuda exempted partnership upon application to the

Minister of Finance. Partners may be individuals or corporations. A personal declaration in relation to each partner is required. If a partner is a corporate entity, a personal declaration is required on the ultimate beneficial owners of the corporation. If the corporation is a public company, the Bermuda Monetary Authority (�“the BMA�”) requires the annual report of that company.

1.3 Bermuda law provides that partnerships can be either local or exempted and the partners can

be either general or limited. A local partnership is composed of Bermudian partners only and is permitted to conduct business locally and abroad. An exempted partnership is exempted from the requirement that at least one or more of the partners must be Bermudian. An exempted partnership may be set up without limited partners but if it is desired to have general and limited partners, the exempted partnership should be established as an exempted limited partnership.

1.4 This memorandum deals with the formation of exempted and exempted limited partnerships

only. Most international clients will elect to establish an exempted limited partnership with a general partner and a limited partner or limited partners. A Bermuda exempted limited partnership is a popular vehicle for many transactional structures as it is regarded in most jurisdictions as fiscally transparent.

2. Legal status of a Bermuda partnership

2.1 A Bermuda partnership is not a separate legal entity but rather a contractual relationship between the partners. However, since August 28, 2006 a Bermuda partnership may elect to have legal personality by filing with the Registrar of Companies a declaration that the partnership shall have legal personality. The decision whether or not to elect to have legal personality is irrevocable and should be taken after careful analysis of all relevant considerations applicable to the partners. The election must be taken within 14 days after formation of the partnership. Annexure 3 sets out the relevant certificates to be completed depending on whether the partnership has elected to have legal personality or not.

3. Partnership Capital Requirements

3.1 A Bermuda exempted and exempted limited partnership is no longer required to have any minimum capital. Partners may contribute cash or other property (but not services) to the partnership as capital. Contributed surplus is considered capital for the purposes of the partnership.

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4. What is an Exempted Partnership?

4.1 A partnership is an exempted partnership if one or more of the partners in a partnership are not Bermudian. As a general principle, an exempted partnership may only conduct business outside of Bermuda from a principal place of business within Bermuda. There are certain exceptions to this �– for example, doing business with another Bermuda �‘exempted undertaking�’ (i.e. another foreign-owned company or partnership) to further the partnership�’s business carried on outside Bermuda. In addition, recent changes to Bermuda partnership legislation have clarified that a person who acts as a partner purely in respect of the partnership will not be deemed to be �‘carrying on business in Bermuda�’.

4.2 In addition to the Partnership Act 1902, the Exempted Partnerships Act, 1992 applies to

exempted partnerships. An exempted partnership:

must have a registered office in Bermuda and a resident representative. The address of the office must be filed with the Registrar of Companies (any changes to the office and any change of resident representative must be notified to the Registrar of Companies);

must keep at its office in Bermuda, audited accounts and business records showing

the business of the partnership and produce a true accounting thereof at the end of each financial year;

may not engage in business with any person in Bermuda save in relation to any

contract which is to be wholly performed outside Bermuda (as noted above, recent changes to partnership law have clarified that a partner acting purely in respect of the partnership will not be deemed to be �‘carrying on business in Bermuda�’);

may acquire or deal with goods bona fide required by the partnership for the

administration of its office in Bermuda and is permitted to register patents, trademarks and copyrights in Bermuda;

is permitted to do business with another exempted partnership or exempted

company or with a permit company;

must pay a fee to the Bermuda Government upon registration and in January of each year after the year in which the partnership was registered.

5. What is an Exempted Limited Partnership?

5.1 The Limited Partnership Act 1883 (�“Limited Partnership Act�”), the Partnership Act 1902 (�“Partnership Act�”) and the Exempted Partnerships Act 1992 apply to limited partnerships.

5.2 Under the provisions of the Limited Partnership Act, an exempted limited partnership

consists of one or more general partners and one or more limited partners. Only the general partners are authorised to transact business and sign for and bind the partnership,

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and only they are liable jointly and severally to an unlimited extent for the debts of the partnership. Assuming that the limited partners act solely as providers of funds to the partnership, and do not take part in the management of the partnership save where they are permitted to act by the Limited Partnership Act, they are only liable to the partnership for the amount each has agreed to contribute. Bermuda law prescribes a number of �“safe harbors�” permitting certain limited actions by the limited partners including:

approving or disapproving a proposed amendment to the partnership agreement; taking any actions or making any decision regarding an investment of the partnership; a dissolution of the partnership; removal of a general partner; sale of all or substantially all of the assets of the partnership; incurring of indebtedness otherwise than in the ordinary course of business; and a change in the general nature of the business of the limited partnership.

5.3 The name of any limited partnership must include the words �“Limited Partnership�” or

�“L.P.�”. The general partners' surnames may appear in the name of the partnership. If the surname of a limited partner appears in the name of the partnership, or if a limited partner engages in the management of the partnership, that partner will be deemed to be a general partner and lose the benefit of limited liability.

5.4 A limited partnership must maintain a registered office in Bermuda and must establish and

maintain in the registered office a register of limited partners. 5.5 All the partners of a limited partnership must sign a Certificate of Limited Partnership

which must be registered with the Registrar of Companies. This certificate must state the name and address of the partnership, the names and addresses of the general partners, the general nature of the business of the partnership, the date the partnership will commence business and the date of termination. The certificate shall also state if the partnership is to have legal personality.

5.6 Any change in the name of the limited partnership or a change of general partners or a

change in the general nature of the business of the limited partnership requires the prior consent of the Minister of Finance. Not later than thirty days after a change is made, it must be recorded in a supplementary certificate, signed by the general partners and registered with the Registrar of Companies. The change will be effective on the date the supplementary certificate is registered.

5.7 If in accordance with the provisions of the Limited Partnership Act a limited partner has

received part or all of the capital contributed, that limited partner will remain liable to the limited partnership or its creditors for any amount, up to the amount of capital contributed, necessary to discharge the liabilities of the limited partnership incurred before the date of the return of the capital contribution.

5.8 A limited partner may, with the consent of the general partners, execute an instrument

assigning part or all of the limited partner's interest in a limited partnership.

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5.9 Annexure �“B�” contains the forms to be completed for a limited partnership. 6. Partnership Agreement

6.1 The partnership agreement must state the general nature of the business and only this business may be undertaken by the partnership. Generally, the partnership agreement states the names of the partners, the partnership capital and the contribution, rights, duties and liabilities of the partners. The Partnership Act, in the absence of an express or implied agreement to the contrary, also sets out certain duties and interests of partners. ASW offers and provides advice when drafting a suitable partnership agreement to fit the needs of our clients and to ensure that the partnership agreement satisfies the requirements of Bermuda law.

The partnership agreement must expressly provide that the law applicable to the exempted

partnership is the law of Bermuda. 7. Procedure for forming an Exempted or Exempted Limited Partnership

7.1 A proposed partnership may reserve a name with the Registrar of Companies for up to three months.

7.2 The proposed partners must execute a partnership agreement. 7.3 An application to form an Exempted Partnership or an Exempted Limited Partnership

must be submitted to the BMA and must include a copy of the partnership agreement, the nature of the business to be conducted and the amount of capital to be invested in the partnership.

7.4 Each general partner:

a. If an individual must complete a Personal Declaration; b. If a public company, the latest annual report must be provided; and c. If a private company, full details of their beneficial ownership must be given

7.5 Sufficient background information on the general partners must be provided in the

application to demonstrate that their knowledge and experience in the area of the proposed partnership business is adequate.

7.6 In the case of a limited partnership, a copy of the certificate of limited partnership must be

included with the application. 7.7 The application is vetted by the BMA and a recommendation is made to the Minister of

Finance regarding the issue of a consent/certificate to form the partnership. 7.8 Once consent is given, a copy of the partnership agreement, a copy of the Minister's

consent and, in the case of a limited partnership, the signed certificate of limited partnership must be delivered to the Registrar of Companies for registration.

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7.9 When registration is complete, the Registrar of Companies will, in the case of a general partnership, issue a certificate stating the date on which the partnership agreement was registered. In the case of a limited partnership, the limited partnership certificate mentioned in 7.8) above will be registered.

7.10 So that we can initiate the process, the questionnaire set out on pages 15-22 should

be completed and returned to ASW as soon as possible.

8. Formation Costs The legal costs related to the formation of an exempted partnership range depending upon whether Attride-Stirling & Woloniecki reviews and/or drafts the partnership agreement but a minimum fee of $2,750 is charged. The Government fee payable by an exempted partnership is $2,235 per annum. For more particulars, please see Annexure �“C�” for a schedule of fees for a Bermuda Exempted Partnership covering both the formation and administration costs. An exempted partnership is required to appoint a �“resident representative�” in Bermuda and maintain a registered office in Bermuda whose functions may be provided by Attride-Stirling & Woloniecki�’s corporate service company, Compass Administration Services Ltd, which is included in the minimum annual fee of $5,000. An exempted partnership is required to keep proper records of account with respect to its business including records of account with respect to all of its assets, liabilities, capital, cash receipts and disbursements. Such records are kept at the registered office of the partnership or such other place as the partners think fit. 9. Exchange Control and Taxation Bermuda exempted partnerships are exempt in Bermuda from stamp duty and all forms of taxation until the year 2016 or such further period as extended by the Bermuda Government from time to time. Further, Bermuda partnerships are free from exchange control regulation. 10. Audit The Exempted Partnerships Act requires an annual audit of the financial statements of an exempted partnership but this requirement can be waived provided all the partners, both general and limited, agree to such waiver. Attride-Stirling & Woloniecki

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Annexure “A” Where election to have legal personality is taken

CERTIFICATE OF EXEMPTED PARTNERSHIP AND DECLARATION OF LEGAL PERSONALITY

(Pursuant to Section 5 of the Exempted Partnerships Act 1992 and

Section 4A of the Partnership Act 1902) NAME OF PARTNERSHIP: [Name of partnership] GENERAL PARTNER[S]: [Name and address of general partner] REGISTERED OFFICE: [Address] DATE OF COMMENCEMENT: Date of the Registration of the Certificate of Limited

Partnership and this Certificate of Exempted Partnership

TERMINATION DATE: In accordance with Clause [ ] of the Partnership

Agreement PARTNERSHIP BUSINESS: [Insert general nature of business] RESIDENT REPRESENTATIVE: [Insert name of Resident Representative and address] LEGAL PERSONALITY: The Partnership elects to have legal personality

pursuant to Section 4A of the Partnership Act 1902 Dated the day of 20[ ] [Insert authorized partner] on behalf of the Partnership

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Annexure “A” Where election to have legal personality is not taken

THE EXEMPTED PARTNERSHIPS ACT, 1992 CERTIFICATE OF PARTICULARS OF EXEMPTED PARTNERSHIP

1. NAME OF PARTNERSHIP: 2. NAMES AND PRINCIPAL PLACES OF RESIDENCE OF GENERAL PARTNERS: 3. GENERAL NATURE OF BUSINESS TO BE TRANSACTED: 4. REGISTERED OFFICE: 5. RESIDENT REPRESENTATIVE: 6. COMMENCEMENT DATE:

TERMINATION DATE (IF ANY): _____________________________ Signed by As Attorney-in-fact of the General Partner Dated:_____________________________

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Annexure “B” Where election to have legal personality is taken

CERTIFICATE OF LIMITED PARTNERSHIP AND DECLARATION OF LEGAL PERSONALITY

(Pursuant to Section 3 of the Limited Partnerships Act 1883 and

Section 4A of the Partnership Act 1902) NAME OF PARTNERSHIP: [Name of partnership] GENERAL PARTNER[S]: [Name and address of general partner] REGISTERED OFFICE: [Address] DATE OF COMMENCEMENT: Date of the Registration of the Certificate of Limited

Partnership and this Certificate of Exempted Partnership

TERMINATION DATE: In accordance with Clause [ ] of the Partnership

Agreement PARTNERSHIP BUSINESS: [Insert general nature of business] RESIDENT REPRESENTATIVE: [Insert name of Resident Representative and address] LEGAL PERSONALITY: The Partnership elects to have legal personality

pursuant to Section 4A of the Partnership Act 1902 Dated the day of 20[ ] [Insert authorized partner] on behalf of the Partnership

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Annexure “B” Where election to have legal personality is not taken

THE LIMITED PARTNERSHIP ACT, 1883 CERTIFICATE OF PARTICULARS

OF LIMITED PARTNERSHIP

1. NAME OF PARTNERSHIP: 2. NAMES AND PRINCIPAL PLACES OF RESIDENCE OF GENERAL PARTNERS: 3. GENERAL NATURE OF BUSINESS TO BE TRANSACTED: 4. TOTAL CAPITAL CONTRIBUTIONS OF LIMITED PARTNER: 5. REGISTERED OFFICE: 6. COMMENCEMENT DATE: TERMINATION DATE (IF ANY): _________________________________ Signed by As Attorney-in-fact of the General Partner Dated: ___________________________

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Annexure “C”

SCHEDULE OF FEES AND EXPENSES FOR THE FORMATION AND ADMINISTRATION OF A BERMUDA EXEMPTED PARTNERSHIP

Note: Attride-Stirling & Woloniecki, Barristers & Attorneys, provides legal services in relation to the formation of a Bermuda exempted partnership. Compass Administration Services Ltd., an affiliate of Attride-Stirling & Woloniecki, provides administration services after the exempted partnership has been formed. A. FORMATION FEES AND EXPENSES: BD$ 1. Attride-Stirling & Woloniecki professional fees for formation only (minimum fee): 2,750.00*1

2. Bermuda Monetary Authority Application fee 265.00 3. Annual Government registration fee 2,235.00*2

4. Filing fee 55.00 5. Tax Exemption Fee 160.00 6. Corporate equipment (minute book, seal, etc.) (if necessary): 200.00 $5,665.00 Additional expenses may be incurred in respect of courier service, faxes, long distance telephone calls, etc. A minimum initial retainer of $5,665.00 is required to form an exempted partnership. The retainer will be larger if the firm anticipates that the costs (professional fee and expenses) will exceed the minimum initial retainer. Further retainers may be required during the course of the engagement. B. PROFESSIONAL FEES:

Additional fees for time spent in relation to drafting offering documents or constituent

documents etc. need to be discussed on a case-by-case basis.

Where Attride-Stirling & Woloniecki provides legal services to an exempted partnership, the costs thereof are invoiced separately.

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C. ANNUAL ADMINISTRATION FEES & EXPENSES:

1. Compass Administration Services Ltd.�’s annual fee for the provision of a registered office, directors, resident representative and/or secretarial services (minimum subject to amount of work involved) payable annually: $5,000.00*3

2. Annual Government fee - payable in January of each year (based on a graduated scale): $2,235.00*2

$7,235.00 Additional expenses may be incurred in respect of auditors' and accountants' fees, courier service, faxes, long distance telephone calls, etc. NOTES: *1 This fee charged by Attride-Stirling & Woloniecki for formation of an exempted partnership is

based on time spent by attorneys and support staff in forming the exempted partnership. Attorneys are charged out at hourly rates ranging between $275 and $650. Support staff (administrators and paralegals) are charged out at a rate of $200 per hour. Notwithstanding the above, the minimum fee charged for formation is $2,750.00 and all time spent in excess of the minimum will be billed.

*2 Government Fee �– This fee is paid annually to the Bermuda Government to maintain the

exempted partnership in good standing. *3 This fee charged by Compass Administration Services Ltd. for the provision of administration

services is based on time spent by administrators and other support staff. Administrators and paralegals are charged out at the rate of $200 per hour. Notwithstanding the above, the minimum fee charged annually for administration services is $5,000.

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Annexure “D”

BERMUDA MONETARY AUTHORITY REQUIREMENTS

The Bermuda Monetary Authority ("BMA") carefully scrutinises the ownership of Bermuda companies and partnerships and has to be satisfied that the persons who wish to form companies and partnerships are persons of integrity and good financial standing. Any information provided to the BMA is treated in the strictest of confidence under the provisions of the BMA Act and under the provisions of The Companies Act, 1981. The BMA looks through the corporate veil to the ultimate owners. Set out below is the information which is usually required. In the case of a company, the following information is required prior to the issue or transfer of a share of the company. The BMA has the right to request further information at its discretion. 1. Where an ultimate beneficial owner is an individual:- a) the name, address, nationality, occupation of the person and percentage of ownership; b) a Personal Declaration Form for each of the proposed non-Bermudian beneficial

owners (direct, intermediate and ultimate) who proposes to have an equity interest of 5% or more in the company. In respect of partnerships, a Personal Declaration is to be completed by the general partner(s), where the general partner is an individual.

N.B. Where an insurance company is being formed with individuals as the beneficial

owners each individual must also provide a statement of net worth. 2. Where an ultimate beneficial owner is a publicly quoted company:- a) the latest Annual Report to shareholders. 3. Where an ultimate beneficial owner is a private company:- a) a copy of the latest financial statements (preferable if audited) of the private company; b) a complete list of shareholders giving names, addresses, nationalities, occupations and

percentages of ownership;

c) a Personal Declaration Form on each shareholder as described in 1(b) above.

4. Where an ultimate beneficial owner is a trust:- a) the name of the trust and the country in which it was created;

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b) the name and nationality of the Settlor (creator); c) the name(s) of the Trustee(s); d) the names, addresses, nationalities and occupations (if any) of the Beneficiaries; e) a Personal Declaration Form as described in 1(b) above on the Beneficiaries (if these

are minors then Personal Declarations by their parents). 5. Where an ultimate beneficial owner is a partnership:- a) full details (including names, addresses, nationalities, and occupations) on the partners,

both limited and general; b) financial statements on the partnership; c) a Personal Declaration Form as described in 1(b) above on the general partner(s). 6. Where an ultimate beneficial owner is a Non-profit Association:- a) financial statements on the Association; b) a list of the members of the Association; c) a copy of the Constitution and Bye-Laws of the Association. ATTRIDE-STIRLING & WOLONIECKI

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Exempted Partnership Formation Questionnaire

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EXEMPTED PARTNERSHIP FORMATION QUESTIONNAIRE

TO: ATTRIDE-STIRLING & WOLONIECKI Barristers & Attorneys Crawford House 50 Cedar Avenue Hamilton HM 11, Bermuda Tel: (441) 295-6500 Fax: (441) 295-6566 E-Mail: [email protected] or [email protected] [email protected] (Incorporations Administration) INSTRUCTIONS TO FORM A BERMUDA EXEMPTED PARTNERSHIP 1. Proposed Name(s) of Partnership (in order of preference): (i) (ii) (iii) 2. Proposed Business Activities: 3. Proposes to have separate legal personality, please circle as appropriate: Yes No

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General Partners (must be completed for all General Partners �–See Annexure �“D�”): 4A Registered/Immediate Owner(s) (Please complete as appropriate) a) If an individual: Name and Address Occupation Nationality Capital

ContributionProposed Date of

Contribution

Date of Birth

b) If a company: Name and Address Place of

Incorporation Stock

Exchange(s) (if quoted)

Capital Contribution

Proposed Date of Contribution

c) If a partnership: Name and Address Place of Formation Capital Contribution

Proposed Date of

Contribution d) If a trust: Name and Address of Settlor Date and Country of

Settlement

Nationality Date Of Birth

Name and Address of Trustee(s)

Occupation or Place of Incorporation

Capital Contribution

Proposed Date of Contribution

Name and Address of Beneficiaries

Occupation or Place of Incorporation

Nationality Date of Birth

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4B. Intermediate Owner(s) a) If an individual: Name and Address Occupation Nationality Capital

ContributionProposed Date of

Contribution

Date of Birth

b) If a company: Name and Address Place of

Incorporation Stock

Exchange(s) (if quoted)

Capital Contribution

Proposed Date of Contribution

c) If a partnership: Name and Address Place of Formation Capital Contribution

Proposed Date of

Contribution d) If a trust: Name and Address of Settlor Date and Country of

Settlement

Nationality Date Of Birth

Name and Address of Trustee(s)

Occupation or Place of Incorporation

Capital Contribution

Proposed Date of Contribution

Name and Address of Beneficiaries

Occupation or Place of Incorporation

Nationality Date of Birth

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4C. Ultimate Beneficial Owner(s) (Please complete as appropriate) a) If an individual: Name and Address Occupation Nationality Capital

ContributionProposed Date of

Contribution

Date of Birth

b) If a company: Name and Address Place of

Incorporation Stock

Exchange(s) (if quoted)

Capital Contribution

Proposed Date of Contribution

c) If a partnership: Name and Address Place of Formation Capital Contribution

Proposed Date of

Contribution d) If a trust: Name and Address of Settlor Date and Country of

Settlement

Nationality Date Of Birth

Name and Address of Trustee(s)

Occupation or Place of Incorporation

Capital Contribution

Proposed Date of Contribution

Name and Address of Beneficiaries

Occupation or Place of Incorporation

Nationality Date of Birth

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Limited Partners (must be completed for all Limited Partners (if applicable) �– See Annexure �“D�”): 5A Registered/Immediate Owner(s) (Please complete as appropriate) a) If an individual: Name and Address Occupation Nationality Capital

ContributionProposed Date of

Contribution

Date of Birth

b) If a company: Name and Address Place of

Incorporation Stock

Exchange(s) (if quoted)

Capital Contribution

Proposed Date of Contribution

c) If a partnership: Name and Address Place of Formation Capital Contribution

Proposed Date of

Contribution d) If a trust: Name and Address of Settlor Date and Country of

Settlement

Nationality Date Of Birth

Name and Address of Trustee(s)

Occupation or Place of Incorporation

Capital Contribution

Proposed Date of Contribution

Name and Address of Beneficiaries

Occupation or Place of Incorporation

Nationality Date of Birth

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5B. Intermediate Owner(s) (Please complete as appropriate) a) If an individual: Name and Address Occupation Nationality Capital

ContributionProposed Date of

Contribution

Date of Birth

b) If a company: Name and Address Place of

Incorporation Stock

Exchange(s) (if quoted)

Capital Contribution

Proposed Date of Contribution

c) If a partnership: Name and Address Place of Formation Capital Contribution

Proposed Date of

Contribution d) If a trust: Name and Address of Settlor Date and Country of

Settlement

Nationality Date Of Birth

Name and Address of Trustee(s)

Occupation or Place of Incorporation

Capital Contribution

Proposed Date of Contribution

Name and Address of Beneficiaries

Occupation or Place of Incorporation

Nationality Date of Birth

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5C. Ultimate Beneficial Owner(s) (Please complete as appropriate) a) If an individual: Name and Address Occupation Nationality Capital

ContributionProposed Date of

Contribution

Date of Birth

b) If a company: Name and Address Place of

Incorporation Stock

Exchange(s) (if quoted)

Capital Contribution

Proposed Date of Contribution

c) If a partnership: Name and Address Place of Formation Capital Contribution

Proposed Date of

Contribution d) If a trust: Name and Address of Settlor Date and Country of

Settlement

Nationality Date Of Birth

Name and Address of Trustee(s)

Occupation or Place of Incorporation

Capital Contribution

Proposed Date of Contribution

Name and Address of Beneficiaries

Occupation or Place of Incorporation

Nationality Date of Birth

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6. a) Capital of Partnership: b) Contributed Surplus: 7. Registered Office: 8. Location of Register of Exempted Partnership and Branch Registers: 9. Name and Address of Resident Representative: 10. Name of Accountant: 11. Name of Auditors:

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12. (a) The financial year end of the Partnership [ ] (b) The first accounting period shall end on [ ] 20 [ ] 13. (a) Bermuda Bank: (b) Name of persons authorised to sign cheques against bank account and number

of signatures required: 14. (a) Name of Foreign Bank: (b) Names of persons authorised to sign against the bank account and number of

signatures required: 15. Remittance of [ ] is enclosed as payment on account in respect of

formation expenses.

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16. Other instructions: 17. Wire Transfer Instructions for Retainer to be sent as follows:

Correspondent Bank: HSBC Bank USA 452 Fifth Avenue New York, New York USA 10018 Swift Code: MRMDUS33 CHIPS ABA: 0108 FED ABA: 021001088 Beneficiary Bank: The Bank of Bermuda Limited 6 Front Street Hamilton Bermuda Swift Code: BBDABMHM Beneficiary Information: Account Name: Attride-Stirling & Woloniecki Account Number: 010 716751 502 (United States Dollars) ASW Ref: Signature

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Personal Declaration

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PERSONAL DECLARATION

Name of Entity in connection with which this declaration is being completed:

Surname:

Complete forename(s):

Known by other name(s):

Any previous name(s):

Name of Spouse:

Residential Address: (P.O. Box not acceptable)

Country of Citizenship Passport No:

Date & Place of issue:

Date of Birth: Day: Month: Year: Gender:

Place of Birth: City: Country:

Occupation:

Present Employer:

1. A separate declaration must be completed and signed by each general partner where the general partner is an individual.

2. Questions 1 - 6 must be completed by each individual proposing to become a general partner(s), where the general partner is an individual.

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IF THE ANSWER TO ANY OF THE FOLLOWING QUESTIONS IS YES PLEASE PROVIDE DETAILS IN WRITING IN RESPECT OF THAT ANSWER.

Yes No

1. Do you have any interest in any company or partnership registered or formed in Bermuda?

2. Have you ever been refused consent to register a company or form a partnership in Bermuda?

3. Are you or have you ever been an undischarged bankrupt?

4. Have you ever been convicted of a criminal offence involving fraud or dishonesty?

5. Has fraud or dishonesty been proven against you in any civil proceedings?

6. Have you ever been the subject of a judicial or other official enquiry?

Questions 7 - 10 must be completed where the entity proposed to be registered or formed is to carry on investment business or is a collective investment scheme.

Yes No

7. Have you or any entity that you have been associated with, ever been refused or had revoked a licence, permit or other authorisation to provide investment business to the public in any jurisdiction?

8. Are you a member in good standing of a self regulatory organisation?

8a. If yes, name the organisation(s):

9. Have you ever been the subject of investigation, proceeding or other enquiry by a self regulatory organisation of which you are or were a member?

10. Have you or any entity that you have been associated with, ever been refused or had revoked a licence, permit or other authorisation to conduct investment business in any jurisdiction?

I hereby certify that the information in this Declaration is true to the best of my information, knowledge and belief.

Signed

Dated

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