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(a Cayman Islands exempted company with limited …

I AFME GLOBAL FUND (a Cayman Islands exempted company with limited liability ) Your attention is drawn to the section headed Risk Factors in this Private Placement Memorandum. Such investment is only suitable for institutional investors and financially sophisticated individuals who have taken appropriate professional advice and who are in a position to understand and to take such risks and satisfy themselves that such an investment is appropriate for them. This Private Placement Memorandum has been approved by Agincourt financial limited for the purposes of Section 21 of the United Kingdom financial Services and Markets Act 2000.

ii AFME GLOBAL FUND (a Cayman Islands exempted company with limited liability) CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Investment Manager: Agincourt Financial Limited ...

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Transcription of (a Cayman Islands exempted company with limited …

1 I AFME GLOBAL FUND (a Cayman Islands exempted company with limited liability ) Your attention is drawn to the section headed Risk Factors in this Private Placement Memorandum. Such investment is only suitable for institutional investors and financially sophisticated individuals who have taken appropriate professional advice and who are in a position to understand and to take such risks and satisfy themselves that such an investment is appropriate for them. This Private Placement Memorandum has been approved by Agincourt financial limited for the purposes of Section 21 of the United Kingdom financial Services and Markets Act 2000.

2 The Fund will fall within the definition of a mutual fund under the Mutual Funds Law of the Cayman Islands and, accordingly, will be regulated under this law. The company will be required to file registration particulars in the prescribed form and to file this document (and any changes thereto) with the authorities in the Cayman Islands and to file audited accounts with and pay fees to such authorities on an annual basis. There are other consequences of regulation under this law, copies of which are available for inspection at the office of the Administrator and at the registered office of the Fund.

3 The appointed Investment Manager to the Fund, Agincourt financial limited , is regulated in the UK by the financial Conduct Authority. 15 November 2013 ii AFME GLOBAL FUND (a Cayman Islands exempted company with limited liability ) CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Investment Manager: Agincourt financial limited Securities Offered: Class A Investor Shares Base Currency: United States Dollars 15 November 2013 Memorandum No. Name of Offeree iii LEGAL NOTICES FOR ALL RESIDENTS The Fund, as described in this Private Placement Memorandum, has not been nor will be registered or qualified under the securities laws of the United States or any jurisdiction.

4 The Fund will fall within the definition of a mutual fund under the Mutual Funds Law of the Cayman Islands and, accordingly, will be regulated under this law. The Fund will be required to file registration particulars in the prescribed form and to file this document (and any changes thereto) with the authorities in the Cayman Islands and to file audited accounts with and pay fees to such authorities on an annual basis. There are other consequences of regulation under this law, copies of which are available for inspection at the office of the Administrator and at the registered office of the Fund.

5 This Private Placement Memorandum has been approved by Agincourt financial limited for the purposes of Section 21 of the United Kingdom financial Services and Markets Act 2000. This Private Placement Memorandum shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Investor Shares in any jurisdiction in which such offer, solicitation or sale is not authorised or to any person to whom it is unlawful to make such offer, solicitation or sale.

6 The direct or indirect ownership of Investor Shares by persons who are not Eligible Investors as defined in this Private Placement Memorandum is prohibited except as may be permitted by the Directors. No person has been authorised to make any representations concerning the Fund or the Investor Shares which are inconsistent with those contained in this Private Placement Memorandum and any such representations should accordingly be treated as unauthorised and may not be relied upon by the recipient.

7 The Fund is an unregulated collective investment scheme for the purposes of the United Kingdom financial Services and Markets Act 2000 ( FSMA ) and may only be promoted in the United Kingdom by persons authorised under FSMA to certain categories of persons specified in section 238 of FSMA and in The financial Services and Markets Act 2000 (Promotion of Collective Investments Schemes) (Exemptions) Order 2001. Persons who are not authorised under FSMA may only distribute this document in the United Kingdom to persons who are of a kind described in The financial Services and Markets Act 2000 ( financial Promotions Order) 2001 or who are persons to whom this document may otherwise lawfully be distributed.

8 Agincourt financial limited is authorised under FSMA by the financial Conduct Authority. The Fund is not regulated by the financial Conduct Authority and investors will not have the benefit of the financial Services Compensation Scheme and other protections afforded by FSMA or any of the rules and regulations made thereunder. However, the Investment Manager is regulated by the financial Conduct Authority. Prospective investors should not construe the contents of this Private Placement Memorandum as legal, tax or financial advice.

9 All prospective investors should consult their own professional advisers as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Fund for such an investor. iv The Fund will be registered as a regulated mutual fund with the Cayman Islands Monetary Authority under Section 4(3) of the Cayman Islands Mutual Funds Law (2012 Revision). However, no Cayman Islands authority has passed upon the contents of this Private Placement Memorandum or the merits of an investment in the Investor Shares and the investment activities of the Fund will not be regulated or otherwise overseen by any Cayman Islands authorities.

10 At the present time no offering is being made to US Persons (whether US taxable investors or US tax exempt investors). An investment in the Fund will take the form of Investor Shares in a limited liability open-ended company and the liability of an investor will be limited to the subscription price. Investment in the Fund is speculative and involves risk. There is no assurance that the investment objective of the Fund will be achieved. See the section entitled Risk Factors on page 20 for a description of certain risks involved in the purchase of Investor Shares.


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