Appendix B

Outline of a Confidential Explanatory Memorandum: Sample Offshore Feeder Ltd

[Explanatory Information and Related Disclaimers]

Table of Contents

SUMMARY OF TERMS

Directory

  1. The Fund – Organizational Structure
  2. Investment Objective
  3. Risk Factors
  4. Management
  5. Conflicts Of Interest
  6. Investment Management Agreement
  7. Description Of Common Shares
  8. Offering Of Common Shares
  9. Redemptions
  10. Net Asset Value
  11. Certain Taxation And ERISA Matters
  12. Fund Administrator
  13. Board Of Directors
  14. Brokerage And Custody
  15. Other Terms Of The Fund
  16. General Comments
  17. Procedure To Purchase Common Shares
  1. Appendix A
  2. Computation of Offering Price and Redemption Price

SAMPLE OFFSHORE FEEDER LTD

Summary of Terms

The following is a summary of this document and other documents relating to the Fund. This document and related agreements should be reviewed carefully for more information with respect to the Fund.

  1. The Fund
  2. Investment Objective
  3. The Investment Manager
  4. Risk Factors
  5. Shares
  6. The Offering
  7. Management Fee
  8. Incentive Allocation
  9. Expenses
  10. Redemptions
  11. Reports
  12. Board of Directors
  13. Tax Status

Directory

Registered Office:
Investment Manager:
Administrator:
Sub-Administrator
Auditors:
Clearing Brokers:
Corporate Secretary:
United States Counsel:
Cayman Islands Counsel:
  1. The Fund – Organizational Structure

    Description of Sample Offshore Feeder and Organizational Structure

  2. Investment Objective

    Investment Objective

    Investment Strategy

    Investment Implementation

    General

  3. Risk Factors

    Absence of Regulatory Oversight

    Absence of Secondary Market

    Accounting for Uncertainty in Income Taxes

    Amortization of Organizational Costs

    Availability of Investment Strategies

    Business Risk

    Calculation of Net Asset Value

    Clearing Brokers

    Clearing Brokers and Broker Insolvency

    Clearing Brokers to the Master Fund

    Custody Risk

    Clearing House Protections

    Collateral

    Commodities Risk

    Commodity and Futures Contracts

    Concentration of Investments

    Contingent Liability Transactions

    Counterparty and Settlement Risk

    Currency Exposure

    Derivatives

    Dividends and Distributions

    Early Costs and Losses

    Economic Conditions

    Foreign Taxation

    Forward Foreign Exchange Contracts

    Futures

    Gapping

    Highly Volatile Markets

    Incentive Allocation

    Inventory Levels of Underlying Metal Commodities

    Access to Investment Manager Investment Professionals and Fund Information

    Insolvency

    Investment Objective

    Leverage

    Limited Operating History

    Liquidity and Market Characteristics

    Liquidity on Odd Dates

    Management Risk

    Market Crisis and Governmental Intervention

    Market Liquidity and Leverage

    Market Risk

    Nature of Investments

    Net Asset Value Considerations

    No Separate Counsel; No Responsibility or Independent Verification

    Operating Deficits

    Operational Risks and Business Disruptions

    Options

    Options Trading

    Portfolio Concentration

    Price Fluctuations

    Regulatory Risks of Private Funds

    Reliance on Management

    Risk Control Framework

    Short Selling

    Side Letters

    Speculative Position Limits

    Substantial Redemptions

    Swap Agreements

    Systems Risks

    Trading in Commodities and Other Investments May Be Illiquid

    Transaction Costs

    Volatility

  4. Management

    Investment Manager

  5. Conflicts of Interest
  6. Investment Management Agreement

    Management Fee

    Incentive Allocation

    Other Terms of the Investment Management Agreement

  7. Description of Common Shares

    General

    Special Designation as Non-Voting Common Shares

    Exclusive Voting Rights in Respect of Reserved Matters

  8. Offering of Common Shares

    Offering Price

  9. Redemptions

    Key Person Event

    Compulsory Redemption

    Suspension of Redemption Rights

  10. Net Asset Value

    Certain Taxation and ERISA Matters

    Certain Cayman Islands Tax Considerations

    Taxation of the Fund

    United States Taxes

    US Shareholders – Special Considerations

    1. PFIC Status
    2. Unrelated Business Taxable Income
    3. Controlled Foreign Corporation Status
    4. Reporting Requirements
    5. FATCA

    ERISA and Retirement Plan Matters

  11. Fund Administrator
  12. Board of Directors
  13. Brokerage And Custody
  14. Other Terms of The Fund

    Expenses

    Fiscal Year and Fiscal Periods

    Financial Statements

    Auditors

    Meetings of Shareholders

    Transferability of Common Shares

    Indemnification

  15. GENERAL COMMENTS

    Prevention of Money Laundering – United States

    Prevention of Money Laundering – Cayman Islands

    Prevention of Money Laundering – Other Jurisdictions

    Cayman Islands Mutual Funds Law

    Master Fund

  16. PROCEDURE TO PURCHASE COMMON SHARES
  1. APPENDIX B
  2. Computation of Offering Price and Redemption Prices
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