SPC - INV3 - Notification of Termination of Segregated Portfolios

Summary

This is the BVI Financial Services Commission's form SPC-INV3, used by mutual fund segregated portfolio companies (SPCs) to notify the Commission of their intent to terminate one or more segregated portfolios, as required under regulation 9 of the Segregated Portfolio Companies (Mutual Funds) Regulations, 2018.

• Who files: The mutual fund SPC's authorised representative (appointed under section 65 of the Securities and Investment Business Act) must complete and submit the form.
• Required attachments: Amendments to the Memorandum and Articles of Association (if segregated portfolios are listed there), board resolution(s) approving the termination, and the current Schedule to the SPC's Certificate of Recognition, Registration or Status (if issued).
• Timing: The notification must be filed at least 7 days before the intended termination date, unless the Commission approves a shorter period.
• Segregated Portfolio Sheet: A separate Segregated Portfolio Sheet (Section 5 appendix) must be completed for each portfolio being terminated, confirming redemption of investors, absence or treatment of assets and liabilities, and that termination is not prejudicial to investors or creditors.
• Never commenced business: If a portfolio never commenced business, the SPC must state this and confirm it will notify the Commission of any reinstatement in accordance with section 134A(4) of the BVI Business Companies Act and regulation 12 of the Regulations.
• Declaration: The authorised representative must declare that all information and documentation provided is true, accurate and verified as authentic, with false or misleading information risking enforcement action or denial of related applications.

This is a procedural filing form rather than a standalone rule; it operationalises the notification requirement in regulation 9 for terminating segregated portfolios of mutual fund SPCs.

Key obligations

• The mutual fund SPC's authorised representative must file the completed SPC-INV3 form, with all required attachments, before terminating any segregated portfolio.
• The notification must be filed at least 7 days prior to the intended termination date unless the Commission approves a shorter period.
• A separate Segregated Portfolio Sheet must be completed and submitted for each segregated portfolio being terminated.
• Where termination is proposed within less than 7 days, the SPC must provide a rationale for the shortened period (Part D of the Segregated Portfolio Sheet).
• The SPC must confirm via checkboxes that redemption of investors, treatment of portfolio assets and liabilities, and non-prejudice to investors/creditors conditions are met for each portfolio.
• If a portfolio never commenced business, the SPC must state the reasons and commit to notifying the Commission of any future reinstatement under section 134A(4) of the BVI Business Companies Act and regulation 12 of the Regulations.
• The authorised representative must declare the accuracy and authenticity of all information and documents submitted.

Applies to

mutual fund SPCs (segregated portfolio companies), authorised representatives of mutual fund SPCs

Deadlines

• at least 7 days prior to the intended date of termination: Deadline for filing the SPC-INV3 notification form and appendices before a segregated portfolio's termination, unless the Commission approves a shorter period.