Commencement

These Regulations shall come into force on signature. MADE by the Minister responsible for International Financial Services, after consultation with the Registrar, this 13th day of June, 2008. (DEAN O. BARROW) Minister of Finance, Minister Responsible for International Financial Services __________ 11 SCHEDULE I [regulation 3] Form of Application to the Minister for Consent for incorporation of a protected cell Company or for conversion of an existing Company into a protected cell Company TO: The Minister responsible for International Financial Services, Office of the International Financial Services Commission New Administration Building (Second Floor) Belmopan, Belize, C. A. Dear Sir, 1. We hereby apply to incorporate the following company as a protected cell company under the Protected Cell Companies Act, Chapter 271 of the Laws of Belize: ________________________________________ Name of the Company (which shall include the expression “Protected Cell Company” or “PCC”) OR We hereby apply to convert the following existing company as a protected cell company under the Protected Cell Companies Act, Chapter 271 of the Laws of Belize and undertake to make the necessary changes to the name and corporate documents of the Company to conform to the said Act: _________________________________ 12 Protected Cell Companies (Name of the existing Company) 2. The address of the registered office of the Company is as follows: _____________________________________________ 3. The purpose for which the Company is being incorporated (or is being converted) is to carry on business as an authorised fund under the Mutual Funds Act of Belize or of any other country or jurisdiction (name the country or jurisdiction). CAP. 268. OR The purpose for which the company is being incorporated (or is being converted) is to conduct international insurance business under the International Insurance Act of Belize. CAP. 269. 4. Enclosed are copies of the Memorandum and Articles of Association of the Company. The Articles include a statement that it is a protected cell company. 5. Enclosed is the business plan for the Company for the next five (5) years together with details of the subsequent protected cell accounts to be administered (if known). 6. The non-cellular share capital of the Company is as follows: Authorised share capital =________________________ Paid Up Capital =_______________________________ [The minimum paid up and unimpaired capital must be sufficient to conduct the proposed mutual funds business or the international insurance business, as the case may be, as prescribed under the relevant laws. If such Protected Cell Companies 13 business is to be conducted by a particular cell, the cellular capital relating to that cell must satisfy the minimum capital requirements prescribed under the relevant laws.] 7. The shares of the Company will be in registered form and the Company will not issue any bearer shares. 8. The following are the directors of the Company: __________________________________________________ __________________________________________________ __________________________________________________ The biographical affidavits of the directors are enclosed. 9. The following are the shareholders of the Company together with their respective shareholding: __________________________________________________ __________________________________________________ __________________________________________________ The biographical affidavits of the shareholders are enclosed. (The shareholding structure of the Company must be transparent so as to identify the beneficial owners. Complex or opaque corporate structures will not be accepted). 10. We undertake that we will not create a protected cell or operate a protected cell account without the written permission of the Registrar. 11. We undertake that we will not appoint a protected cell representative in Belize without the written approval of the Registrar. 12. We undertake to submit to the Registrar the appropriate application to conduct international insurance 14 Protected Cell Companies business/or mutual funds business together with the applicable fees, as soon as the consent is granted. 13. We enclose the prescribed fee of US$200.00 for Minister’s consent payable to the “International Financial Services Commission”. 14. The above facts are true and correct to the best of our knowledge and belief. We acknowledge that we have carefully read section 27 of the Protected Cell Companies Act which prescribes penalties for making a false, deceptive or misleading statement and contains other punitive sanctions. CAP. 271. 15. We undertake to inform the Registrar forthwith of any material change in the information supplied on this form. Name (block capitals) Capacity________________________________ Signature_______________________ Date_______________ N.B. All applications for Minister’s consent should be sent in the first instance to the Office of the International Financial Services Commission at the address given above. __________ Protected Cell Companies 15 SCHEDULE II [regulation 4] Form of Minister’s Consent (as required by section 9) Pursuant to section 9 of the Protected Cell Companies Act, I hereby grant my consent to the incorporation of____________ ________________________________ (Name of the Company) ____________________________________as a protected cell company (or, to the conversion of the existing company, namely___________________________________________, __________________________________________________ as a protected cell company), (hereinafter called “the Company”) subject to the following conditions1. The Company shall at all times comply with the provisions of the Protected Cell Companies Act, as amended from time to time, and any regulations made thereunder. CAP. 271. 2. The Company shall not conduct any business other than that of an authorised fund licensed under the Mutual Funds Act of Belize or the Mutual Funds law of any other country or jurisdiction (or, as an international insurer licensed under the International Insurance Act of Belize). CAP. 268. CAP. 269. 3. The Company shall forthwith apply to the Supervisor of International Insurance for registration as an international insurer (or, to the Registrar of Mutual Funds for registration as an authorised fund, as applicable). 4. If the Company ceases to conduct business as an international insurer (or, as an authorised fund, as the case may 16 Protected Cell Companies be), and no longer holds the appropriate licence to carry on the said business, its registration as a protected cell company will be cancelled. 5. The Company shall not create any cell or operate a protected cell account without the written permission of the Registrar. 6. The Company shall comply with any other term or condition which may be imposed pursuant to section 9(2) of the Protected Cell Companies Act. CAP. 271. Dated this _______________ day of _____________________ Minister responsible for International Financial Services __________ Protected Cell Companies 17 SCHEDULE III [regulation 6] Protected Cell Company No. Protected Cell Companies Act CERTIFICATE OF INCORPORATION This is to certify that __________________________________________________ (Name of the Company) with registered address at______________________________ having satisfied the requirements of the Protected Cell Companies Act (Cap. 271), as amended, and the Protected Cell Companies (Registration) Regulations, was registered as a Protected Cell Company on the _____ day of______________, _______. Date of issue: _________________ ________________________________________ Registrar of Protected Cell Companies __________ 18 Protected Cell Companies SCHEDULE IV [regulation 7] Application by a Protected Cell Company to be Authorised to Operate a Protected Cell Account Date: Registrar of Protected Cell Companies Office of International Financial Services Commission New Administration Building (Second Floor) Belmopan, Belize, C. A. Dear Sir Re: We apply in the name of_______________________________ (“the Company”) to register the following protected cell account(s) __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ We hereby confirm that: 1. We have done all the requisite due diligence on the protected cell account owners and source of funds in line with the Money Laundering (Prevention) Act and Regulations, the Guidance Notes, and all applicable laws currently in force in Belize. CAP. 104. S.I. 6 of 1998. Protected Cell Companies 19 2. The governing instrument which details the rights, interests, and obligations of the owners of the proposed protected cell accounts has been created and that it has been signed by all protected cell account owners. 3. Copies of any contract(s) which detail the rights, interests, and obligations of counter parties has/have been created and that the contract(s) has/have been signed by all relevant counter parties. 4. The above protected cell account(s) will only be undertaking the business of an authorised mutual fund or of an international insurer and will not conduct any other business. Application is hereby made for authorisation for the creation of the abovementioned protected cell account(s). The undersigned certify that all the particulars contained in this application and in the documents accompanying it or otherwise furnished in support thereof are true and correct and that any change in the information submitted will be communicated to the Registrar forthwith. Dated this ________ day of _________________ 20_____ __________________ Name of Applicant __________________ Director of Applicant __________________ Signature __________ 20 Protected Cell Companies SCHEDULE V [regulation 8] Application for Approval of a Protected Cell Account Representative Registrar of Protected Cell Companies Office of International Financial Services Commission New Administration Building (Second Floor) Belmopan, Belize, C. A. Dear Sir Re: We hereby apply for approval to appoint__________________ of (state physical address) _____________________________ as a protected cell account representative in Belize. Yours faithfully, _____________________ Director of the Company _____________________ Signature __________ Protected Cell Companies 21 SCHEDULE VI [regulation 9] Protected Cell Companies Fees Activity Amount $US 1. Minister’s consent under section 9 of the Act ............................................................ $200.00 2. Incorporation of a Protected Cell Company or conversion of an existing company into a Protected Cell Companywhere the authorised capital does not exceed US$50,000; ........................................ $500.00 where the authorised capital exceeds US$50,000; ...................................... $750.00 3. Registration of any amendments to the Memorandum or Articles of Association ............ $50.00 4. Registration of change of name and issue of a new certificate of incorporation .................. $100.00 5. Annual fee for renewal of registration................ $500.00 6. Permission to operate each cell account ............. $350.00 7. Permission to appoint a protected cell account representative ........................................ $100.00 8. Annual fee for each cell account ........................ $350.00 22 Protected Cell Companies 9. Replacement of damaged or lost Certificate of Incorporation ................................ $100.00 10. Restoration of the Company to the Register ....... $100.00 11. Inspection of entry in Protected Cell Companies Register ............................................. $50.00 12. Any other activity not listed above ..................... $100.00 NOTES: (1) The annual fee must be paid on or before every 31st of December during the currency of the registration of the protected cell company or approval of the protected cell account. (2) If the annual fee is not paid on or before every 31st December but is paid on or before the 31st March of the following year, a late payment penalty of 25% of the annual fee will be additionally payable. (3) If the annual fee is not paid on or before every 31st March but is paid on or before the 30th June in the same year, a late payment penalty of 50% of the annual fee will be additionally payable. (4) If the annual fee is not paid on or before every 30th June in the same year, the protected cell company will be in breach of the Act and the Regulations, and the Registrar shall remove the company from the Register. If the annual fee for an individual cell account is not paid by the said date, the Registrar will require the protected cell company to remove the protected cell account from within the terms of its governing instrument. (5) The Registrar may in his discretion restore a protected cell company to the Register or restore an individual cell account on such conditions as he may specify, provided Protected Cell Companies 23 that the application for restoration is made within three (3) years of the cancellation of its registration. (6) The above fees are without prejudice to the fees payable under the International Insurance Act and Regulations for registration as an international insurer, or under the Mutual Funds Act and Regulations for registration as an authorised fund. CAP. 269. S.I. 64 of 2000. CAP. 268. S.I. 113 of 2000. (7) All cheques and bank drafts should be made payable to the “International Financial Services Commission”. __________