INFINITY FUTURES FUND LIMITED
OFFERING MEMORANDUM
Date of publication
February 2005
The securities described in this information memorandum have not been qualified for offer or sale to the
public under the securities laws of any country or jurisdiction. The document has been prepared in
accordance with the requirements of the Investment Funds Act 2003 of The Commonwealth of the
Bahamas. In licensing the Fund to operate as a standard mutual fund in that jurisdiction, the Securities
Commission of The Bahamas, as regulators of the Investment Funds Act 2003, takes no responsibility for
the financial soundness of the Fund or for the correctness of any statements or opinions expressed therein.
The Directors of the Fund accept responsibility for the accuracy of the attached document at the date of
publication. To the best of the knowledge and belief of the Directors, the information contained herein is in
accordance with the facts and does not omit anything likely to affect the importance of such information.
INFINITY FUTURES FUND LIMITED
(US Dollars)
An International Business Company
Incorporated under the laws of the Commonwealth of The Bahamas
Registration: 102,922 B
Private Offering of Common Stock "For Non-United States and Non-Bahamian Persons"
Investment Manager:
Administrator:
Futures Clearing Merchant:
Minotaur Management Limited.
Genesis Fund Services Limited.
Man Financial Inc.
THIS OFFERING MEMORANDUM IS STRICTLY CONFIDENTIAL AND IS
SUPPLIED FOR THE PERSONAL USE OF THE RECIPIENT ONLY. UNDER
NO CIRCUMSTANCES SHOULD IT BE REPRODUCED OR DISTRIBUTED TO
ANY OTHER PERSON. THIS DOCUMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF THE BAHAMAS.
IMPORTANT - IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF
THIS OFFERING MEMORANDUM, YOU SHOULD CONSULT YOUR
STOCKBROKER, BANK MANAGER, COUNSEL AND ATTORNEY,
ACCOUNTANT OR OTHER FINANCIAL ADVISOR.
THE PRICE OF THE SHARES OF THE FUND FORMING THIS OFFER MAY
GO DOWN AS WELL AS UP AFTER SUBSCRIBING
No. [
1
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INFINITY FUTURES FUND LIMITED
NOTICE
Infinity Futures Fund Limited (the “Fund") was incorporated on January 28, 2000 under the
International Business Companies Act of the Commonwealth of The Bahamas and is managed in
accordance with the laws of the Commonwealth of The Bahamas and as such is governed by its
laws. The courts of The Bahamas shall have exclusive jurisdiction in regard to any disputes that
may arise.
This Offering Memorandum has been prepared in connection with the offer and sale, outside of
the United States, its territories or possessions, of shares of Common Stock of Infinity Futures
Fund Limited, to a limited number of persons who are neither citizens nor residents of the United
States of America or the Commonwealth of The Bahamas.
This Offering Memorandum is intended solely for the use of the person to whom it has been
delivered by the Fund for the purpose of evaluating a possible investment by the recipient in the
Shares described herein. No person is authorized to make any representations concerning The
Fund or its shares, which are inconsistent with those contained in this Offering Memorandum.
This Offering Memorandum does not constitute an offer or solicitation by anyone in any
jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation. Purchasers should inform themselves as to the
legal requirements within their own countries for the purchase of shares and to any taxation or
exchange control legislation applicable to them.
Subscriptions can only be received on the basis of this Offering Memorandum. No information
other than that contained in this Offering Memorandum, in periodic financial reports or in sales
literature provided by the Fund may be given in this connection.
Subscription monies shall only be used in accordance with the instructions contained in this
Offering Memorandum.
THESE SECURITIES ARE SUITABLE ONLY FOR SOPHISTICATED INVESTORS (I)
WHO DO NOT REQUIRE IMMEDIATE LIQUIDITY FOR THEIR INVESTMENTS, (II)
FOR WHOM AN INVESTMENT IN THE COMPANY DOES NOT CONSTITUTE A
COMPLETE INVESTMENT PROGRAM AND (III) WHO FULLY UNDERSTAND AND
ARE WILLING TO ASSUME THE RISKS INVOLVED IN THE COMPANY'S BUSINESS
PLAN.
SUBSCRIBERS FOR SHARES MUST REPRESENT THAT THEY ARE
ACQUIRING THE SHARES FOR INVESTMENT. THE TRANSFER OF SHARES IS
SUBJECT TO LIMITATIONS IMPOSED BY THE COMPANY'S ARTICLES OF
ASSOCIATION.
NO GOVERNMENTAL OR REGULATORY AUTHORITY HAS EXPRESSED ANY
OPINION ON THE VIABILITY OF THE FUND OR ENDORSED THE MERITS OF
THIS ISSUE.
All references herein to "dollars" or "$" are to United States dollars.
2
INFINITY FUTURES FUND LIMITED
TABLE OF CONTENTS
THE DIRECTORY........................................................................................................... 5
THE ISSUE........................................................................................................................ 6
THE DIRECTORS ........................................................................................................... 6
INVESTMENT MANAGEMENT .................................................................................. 7
Investment Objective ......................................................................................................................................................................... 7
The Investment Manager ................................................................................................................................................................... 7
The Trading Advisor ......................................................................................................................................................................... 7
TRADING STRATEGY ................................................................................................... 8
RISK MANAGEMENT.................................................................................................... 8
INVESTMENT RESTRICTIONS .................................................................................. 9
CERTAIN RISKS ........................................................................................................... 10
SPONSOR & INVESTMENT MANAGER ................................................................. 11
TRADING ADVISOR .................................................................................................... 11
ADMINISTRATOR ........................................................................................................ 12
CASH MANAGER ......................................................................................................... 12
AUDITORS ..................................................................................................................... 12
CUSTODIAN BANK ...................................................................................................... 12
FUTURES CLEARING MERCHANT......................................................................... 12
NET ASSET VALUE...................................................................................................... 13
Valuation Date................................................................................................................................................................................. 13
Price ................................................................................................................................................................................................ 13
FEES & EXPENSES....................................................................................................... 14
Management Fee ............................................................................................................................................................................. 14
Performance Fee .............................................................................................................................................................................. 14
Organizational and Initial Offering Expenses .................................................................................................................................. 14
Commodity Interest and Transaction Costs ..................................................................................................................................... 14
General ............................................................................................................................................................................................ 14
Administration Fee .......................................................................................................................................................................... 15
Audit Fee ......................................................................................................................................................................................... 15
Other Expenses ................................................................................................................................................................................ 15
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INFINITY FUTURES FUND LIMITED
SUBSCRIPTIONS .......................................................................................................... 16
The Shares ....................................................................................................................................................................................... 16
Manner of subscribing ..................................................................................................................................................................... 17
Private Placement, Restrictions on Transfer .................................................................................................................................... 17
REDEMPTIONS ............................................................................................................. 18
TAX CONSEQUENCES ................................................................................................ 19
REPORTS ........................................................................................................................ 19
WARNINGS .................................................................................................................... 19
CONSTITUTIVE DOCUMENTS ................................................................................. 20
SUBSCRIPTION AGREEMENT ................................................................................. 21
Section A: Individuals ..................................................................................................................................................................... 27
Section B: Companies ..................................................................................................................................................................... 27
Section C: Qualified Financial Institutions ...................................................................................................................................... 30
Section D: Sample Letter ................................................................................................................................................................. 31
REDEMPTION REQUESTS......................................................................................... 32
4
INFINITY FUTURES FUND LIMITED
THE DIRECTORY
ADMINISTRATOR
Genesis Fund Services Limited
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
BUSINESS ADDRESS
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
DIRECTOR
DIRECTOR
Antoine Bastian
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
Anthony Ferguson
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
INVESTMENT
MANAGER
REGISTERED OFFICE
Minotaur Management Limited
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
CUSTODIAN BANK
CASH MANAGER
TRADING ADVISOR
Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60675
Horizon Cash Management
L.L.C.
325 West Huron, Suite 808
Chicago, IL 60610
Poseidon Advisors Limited
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
FUTURES CLEARING
MERCHANT
LEGAL ADVISORS
AUDITORS
McKinney, Bancroft & Hughes
Mareva House
4 George Street
P.O. Box N-3937
Nassau, Bahamas
Ernst & Young
One Montague Place
East Bay Street
P.O. Box N-3231
Nassau, Bahamas
Man Financial Inc.
One Financial Place
440 S. Lassale Street
20th Floor
Chicago, IL 60605
5
INFINITY FUTURES FUND LIMITED
THE ISSUE
Authorized Capital
The authorized share capital of the Fund is divided into Two Hundred and Forty Nine Thousand
Nine Hundred and Ninety Five (249,995) Fully Funded, non-voting, participating redeemable
shares (“Class ‘B’ Investor Shares”) at a par value US$0.01 per share, and Ten (10) voting, non
participating shares at a par value US$0.01 (“Management Shares”).
Class B Shares
The initial offering price per Share is US$ 1,000 and, thereafter, at the Net Asset value per Share
(see “Subscriptions” and “Redemptions”). Following the first closing of this Offering, the
purchase price of the Shares will fluctuate based on the performance of the Fund and will be
equal to the Fund's Net Asset Value per Share, as determined monthly (See "Net Asset Value”).
The minimum subscription to the Fund is US$ 100,000. The Fund may, in its sole discretion,
accept subscriptions for amounts that are less than the foregoing minimums. Subsequent
investments may be made in increments of US$ 10,000.
The Class B Shares carry no voting rights and rank in priority to the Management Shares on
liquidation. Shareholders have no control over the activity of the Fund.
The Management Shares
Upon incorporation, the Management Shares were subscribed for and paid in full at par by
Minotaur Management Ltd. The holders of the Management Shares have the exclusive right to
vote on all matters. The Management Shares may not be redeemed.
THE DIRECTORS
Antoine Bastian
Antoine Bastian was born in The Bahamas in 1965. In 1989, he earned a B.Sc. in Accounting
from Indiana University and qualified as a Certified Public Accountant in 1993. He began his
accounting career with Deloitte and Touche in 1990. From 1993 to 1995, he was a fund
accountant at MeesPierson Fund Service Ltd. (formerly FundService International, LTD.).
Subsequently, he managed St. Matthew Investment Fund Accounting Ltd., which was associated
with Michael J. Liccar & Co. CPA’s of Chicago, Illinois. In 1999, he joined The Private Trust
Corporation Limited as manager of the mutual fund department and was appointed to Board of
Directors in 2001. In January 2002, Mr. Bastian segregated the mutual fund department from the
bank and trust operations and launched Genesis Fund Services Limited where he served as the
Managing Director until August 2003. In October 2003, he joined Sentinel Bank and Trust Ltd.
as a product development consultant with special emphasis in fund administration services. He is
currently an executive director of Genesis Fund Services Limited.
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INFINITY FUTURES FUND LIMITED
Anthony Ferguson
Mr. Ferguson is an Executive Director of Sentinel Bank and Trust, Ltd. (SBT). Mr Ferguson has
a Bachelors degree in Finance and Accounting and was awarded the Chartered Financial Analysts
designation in 1990. Mr Ferguson is also a NASD/NYSE Series 7 (stockbroker) and a NASD
Series 3 commodities representative. Prior to joining SBT, Mr. Ferguson co-managed individual,
corporate, pension and offshore investment funds in excess of USD2 billion. He currently serves
as a Director of The Colina Financial Group, Colina Insurance Company Limited, Mega Markets
Limited, and is a member of the Council of Examiners for the Association of Investment
Management & Research (AIMR). He is a past Director of The Bahamas’ National Insurance
Board, and past President and Vice-President of The Bahamas Society of Financial Analysts. He
also currently serves as a member of the Securities Market Task Force.
INVESTMENT MANAGEMENT
Investment Objective
The Principal investment objective of the Fund is to realize an above average capital appreciation
through speculative trading in the futures, forward, spot, equities, FX and Cash markets such as
agricultural products, precious and industrial metals, currencies, stocks and financial instruments.
The Fund does not directly engage in trading activity but has an agreement with Poseidon
Advisors Limited (the “Trading Advisor”), who is authorized by the Fund to execute transactions
on Brokers accounts held in the Fund’s name. There can be no assurance that The Infinity Futures
Fund Limited will achieve the investment objective.
The Investment Manager
Minotaur Management Limited (the “Investment Manager”), an International Business Company
established in The Commonwealth of the Bahamas, has been appointed to act as Investment
Manager to the Fund. Under the Management Agreement, the Investment Manager will invest
and reinvest the assets of the Fund in accordance with the investment objectives and policies of
the Fund set forth above.
The Trading Advisor
The Board is responsible for determining and carrying out the investment policy and has
appointed Poseidon Advisors Limited as the sole Trading Advisor to the company. The Trading
Advisor’s main business address is 1st Floor Goodman’s Bay, Corporate Center, West Bay Street,
P.O. Box, N-9058, Nassau, Bahamas.
7
INFINITY FUTURES FUND LIMITED
TRADING STRATEGY
Futures Trading Managers usually focus on one of two approaches to trade the markets. The first
discipline is called Fundamental Analysis. Fundamental Analysis involves the analysis of external
factors that are believed to be helpful in predicting changes in supply and demand and ultimately
the direction of future market movements. The other discipline is called Technical Analysis.
Proponents of Technical Analysis believe that all external factors that influence a particular
market have already played a part in arriving at the current market price. As a result, they believe
that the factors used in Fundamental Analysis are not helpful when attempting to predict future
market movements. In contrast, Technical Analysis relies exclusively on market-derived
information such as price, volume and open interest in order to discern the direction of future
market movements.
Furthermore, Futures Trading Managers usually employ a purely systematic trading
methodology, a discretionary methodology, or a combination thereof. Systematic Trading
Managers rely on a set of very specific trading rules in order to decide when to buy or sell. These
rules are often determined through rigorous quantitative historical price analysis. True Systematic
Managers do not deviate from the trading rules. Discretionary Traders, on the other hand,
typically do not have a set of predefined trading rules. They usually rely on their intuition formed
by years of trading experience and analysis to decide when to buy or sell.
The trading strategy currently employed by the Trading Advisor relies exclusively on Technical
Analysis and is purely systematic in nature. It emphasizes diversification by accessing a global
universe of over 50 futures and forward markets. The Trading Advisor utilizes a trend-following
methodology that analyzes historical price movements within a quantitative framework. A longterm price breakout is used to enter a market either long or short. The trading strategy is designed
to scale into positions and employs trailing stops that are continually adjusted according to
volatility. As volatility increases, position sizes decrease and stop levels are widened.
Accordingly, as volatility decreases, position sizes increase, and stop levels are tightened. The
process of market selection has also been systematized and incorporates market liquidity and the
potential for diversification as key considerations.
RISK MANAGEMENT
A key risk management component happens to be an inherent feature of all sound systematic
trend-following strategies: a predisposition to hold onto winning trades while swiftly exiting
losing trades. Another key component is diversification. The Trading Advisor views
diversification as having a dual purpose: it tends to reduce short-term market noise while
providing the opportunity to participate in most major moves.
Perhaps the most psychologically difficult period for both managers and investors occurs during a
drawdown. Setting initial leverage to a drawdown level acceptable to investors is crucial.
Although the Trading Advisor cannot predict exactly when a drawdown will begin, or how long
and severe it will be, historical simulations provide an estimate of what to expect. Portfolio
leverage is constantly monitored and dynamically adjusted in order to accommodate the specific
maximum drawdown level. Furthermore, at the individual security level, new positions are scaled
and adjusted according to underlying market volatility. Lastly, portfolio exposure is monitored
on a daily basis.
8
INFINITY FUTURES FUND LIMITED
THERE CAN BE NO ASSURANCES THAT THE FUND WILL ACHIEVE ITS
INVESTMENT OBJECTIVE.
THE PRICE OF THE SHARES OF THE FUND FORMING THIS OFFER MAY GO
DOWN AS WELL AS UP AFTER SUBSCRIBING.
INVESTMENT RESTRICTIONS
Securities
The assets of Infinity Futures Fund Ltd. will be invested or held in the following manner:
(i)
In the Fund’s FX and Futures Brokers accounts at Man Financial Inc.
(ii)
On deposit in the Fund’s account with Northern Trust Company.
(iii)
Held in short-term (less than 90 day) AAA interest-bearing securities as directed
by the Cash Manager.
Liquidity
The Fund may not acquire positions in futures or options, which are not readily marketable on the
date of purchase.
Cessation of Trading
The Trading Advisor will attempt to cease trading and close all open positions in an orderly
manner if the Fund undergoes a peak to trough draw down of 30% or more. The Investment
Manager, after consultation with the Trading Advisor, would solicit opinions from the
Shareholders of the Fund as to the desirability of recommencing trading and will offer each
shareholder the option of remaining a shareholder or redeeming their shares. There can be no
assurance that the loss will be limited to 30%.
9
INFINITY FUTURES FUND LIMITED
CERTAIN RISKS
Derivatives
Investing in derivative instruments involves varying levels of exposure to risk and in deciding
whether to invest in the Fund, subscribers should be aware of the following risks:
1.
Futures:
A futures contract provides an investor the opportunity to contract to buy or sell
an asset or security at a specified price and settlement date in the future. An
investor who buys or sells a futures contract commits to buy or sell the
underlying asset or security at the specified price and settlement date. Investing
in futures contracts carries a high exposure to risk.
Futures contracts are highly leveraged instruments and the low margin deposits
normally required in futures transactions allow for an extremely high degree of
leverage in comparison with investments in other assets. Therefore a relatively
small price movement in a futures contract may result in a loss of all of the assets
of the Fund.
2.
Options:
By writing an option an investor enters into a legal obligation to buy or sell the
underlying asset if the option is exercised. By purchasing an option the Fund
acquires the right, but not the obligation, to buy or sell an underlying asset. The
risks involved in writing options are therefore considerably greater than buying
options. When buying an option the maximum loss is limited to the premium plus
transaction charges; when writing an option the loss is unlimited unless the
option is covered by the underlying securities. The Fund is therefore not
permitted to write uncovered options.
3.
Foreign Exchange Fluctuation:
The Fund will be investing in futures and options denominated in currencies
other than the US Dollars and therefore the assets of the Fund will be subject to
fluctuations in foreign currency exchange rates.
4.
Suspension of Trading:
Under certain trading conditions it may be difficult or impossible for the Fund to
liquidate a position. This may occur for example at times of rapid price
movements and when trading is suspended by a relevant Exchange. In these
circumstances it may be impossible for the Fund to liquidate or limit a loss by
placing a ‘stop-loss’ order.
5.
Insolvency:
Default or insolvency of a broker may result in positions being liquidated or
closed out.
Market Risks
The profitability of a significant portion of the Fund’s investment program depends to a great
extent upon correctly assessing the future course of the price movements of the securities and
other investments. There can be no assurance that the Investment Manager will be able to
accurately predict these price movements. Past performance does not guarantee future results.
Conflicts of Interest
10
INFINITY FUTURES FUND LIMITED
The Fund, partnerships in which the Investment Manager or its affiliates may participate as a
partner, and other investment management clients may share administrative offices and utilize
common services, facilities, investment research and management. The Investment Manager may
determine from time to time that some investment opportunities are appropriate for some
investment management clients and not others. For these and other reasons, such as differing time
horizons, liquidity needs, tax consequences and assessments of general market conditions and of
individual securities, investment transactions may or may not vary from decisions made for others
by the Investment Manager. It may also be occasionally necessary to allocate limited investment
opportunities among the Clients and others on a basis deemed appropriate by the Investment
Manager.
Reliance on the Manager
Investors in the Fund have no right or power to elect members of the Fund’s Board of Directors
or to otherwise take part in or direct the management of the Fund. The Investment Manager will
make all decisions with respect to the Fund’s investments.
Trading
The Fund may not attain its objectives. The Investment Manager intends to effectuate the
strategies described above and will generally follow these strategies for as long as such strategies
are in accordance with the Fund’s objectives. However, the Investment Manager reserves the
right to modify the Fund’s investment approaches or to formulate new approaches to carry out the
objectives of the Fund.
Counterparty
If the bank, custodian or Futures Clearing Merchant defaults or becomes insolvent, the Fund’s
assets may be at risk.
SPONSOR & INVESTMENT MANAGER
Minotaur Management Limited is the Sponsor and the Investment Manager of the Infinity Futures
Fund Limited. Minotaur Management Limited was established in 2002 in accordance with the
laws of the Commonwealth of the Bahamas and, as such, has limited experience in the global
futures and derivative markets.
The Investment Manager is primarily responsible for selecting and monitoring the Trading
Advisor of the Fund and to ensure that the investment strategies of the Advisor are consistent
with those of the Fund.
Under the terms of the agreement between the Fund and the Investment Manager, the Investment
Manager is empowered, at its discretion to select registered futures and derivative brokers.
TRADING ADVISOR
The Investment Manager has selected Poseidon Advisors Limited as the Trading Advisor to trade
the assets of the Fund.
11
INFINITY FUTURES FUND LIMITED
ADMINISTRATOR
The Fund has entered into an Administration Agreement with Genesis Fund Services Limited (the
“Administrator”), at 1st Floor Goodman’s Bay, Corporate Center, West Bay Street, P.O. Box N9058, Nassau, Bahamas. A company organized and existing under the laws of the
Commonwealth of The Bahamas, to perform all general administration duties for the Fund
including, the keeping of the financial records and communication with the Shareholders.
The Directors of Genesis are Tim Donaldson, Mike Liccar, Anthony Ferguson and Antoine
Bastian.
CASH MANAGER
The Directors have appointed Horizon Cash Management L.L.C., as the Cash Manager (the
"Cash Manager") of the Fund. The Cash Manager is incorporated in the State of Illinois and is a
registered Investment Manager with the U.S. Securities and Exchange Commission under the
Investment Manager Act of 1940. Horizon does not guarantee any interest or profits will accrue
on the Fund's assets it manages. The Cash Manager will receive for its service an annual fee of
0.35% payable monthly, computed daily on the assets under its management.
AUDITORS
The Company has engaged Ernst & Young of Nassau, Bahamas as Auditors.
CUSTODIAN BANK
Horizon Cash Management has appointed the Northern Trust Company as the Custodian Bank.
FUTURES CLEARING MERCHANT
The Fund maintains accounts with Man Financial Inc. through which the Fund may execute
trades, clear and settle its securities transactions and maintain custody of its securities. Broker
accounts will also be opened by the Fund at the request of the Investment Manager. The fee
payable to the Futures Clearing Merchant is based on standard scheduled fees of charges by the
Clearer for similar services and should not exceed US$ 15.00 per round turn, including fees
averaged across all markets and instruments traded by the Trading Advisor.
The Investment Manager is authorized to select the Futures Clearing Merchant with whom it
executes transactions. In this selection process, the Investment Manager need not solicit
competitive bids and does not have an obligation to see the lowest available cost.
12
INFINITY FUTURES FUND LIMITED
NET ASSET VALUE
The Net Asset Value of the Fund’s Shares will be determined by the Administrator as of the close
of business on the last business day of every month (the “Valuation Date”), following the first
closing date of this Offering, unless such a day is a holiday in the United States of America, in
which case the determination will be made on the next preceding day that is not a holiday. For all
purposes of the Fund, including the determination of subscription and redemption prices, the Net
Asset Value per Share will be its Net Asset Value divided by the aggregate number of Shares
outstanding on the date of determination.
The net assets of the Fund’s Shares at any date shall be determined in accordance with
International Accounting Standards including the following:
(i)
(ii)
(iii)
(iv)
(v)
The value of its portfolio securities, namely the value of the Fund’s accounts with
its brokers, which consists of cash balances and any open positions valued at
market on closing and other assets, determined by the settlement price of all
securities on the valuation date.
The value of its liabilities, including all accrued expenses, brokerage
commissions and interest expense.
Both realized capital gains and losses and unrealized appreciation and
depreciation.
Accrual for the Investment Manager's compensation (see "Fees & Expenses").
Cash in the Fund’s bank accounts.
If events materially affecting the value of such securities occur between the time of
obtaining their value and the calculation of the Net Asset Value of Shares, then these
securities will be valued at their fair value as determined in good faith by or under the
direction of the Directors.
Valuation Date
The Valuation date will be the last business date of each month following the first closing date of
the Offering Memorandum.
Upon request, the Administrator will provide the investors with a valuation report two to three
weeks after every month’s Valuation Date.
Price
The price per share is the Net Asset Value per Share determined on the Valuation Date, except
during the initial offering period when a fixed price is stated.
13
INFINITY FUTURES FUND LIMITED
FEES & EXPENSES
Management Fee
The Trading Advisor is entitled to receive a monthly Management Fee from the Fund, calculated
at an annual rate equal to 1.5% of the month-end Net Asset Value of the Fund before payment of
the Management Fee and the Performance Fee. The Management Fee will be paid promptly after
the close of each month.
Performance Fee
The Trading Advisor is entitled to receive a Performance Fee from the Fund, equal to 20% of the
Fund’s New Net Increases. New Net Increases represents the Net Trading Profits excluding
interest income, and expenses accrued during the quarter less any accumulated Net New Decrease
brought forward. If New Net Increases is negative, that negative amount will be a Carry Forward
Loss and must be recouped before a Performance Fee is payable. New Net Increases is adjusted
for redemptions and distributions since the end of the previous calculation period as of which a
new net increase existed.
Organizational and Initial Offering Expenses
The Trading Advisor initially paid the organizational and initial offering expenses of the Fund,
which were approximately $20,000. The Fund has since reimbursed such expenses to the Trading
Advisor.
Commodity Interest and Transaction Costs
The Fund will pay the brokerage commissions, exchange and regulatory authority fees, and other
transaction costs in respect of its commodities interest trades, such as commodities interest
trading on U.S. markets will generally be between $10 and $20, including all transaction fees,
depending on the broker utilized and the exchange on which the transaction is executed. With
respect to commodities interest trading on foreign markets, the Trading Advisor will negotiate
fees it believes to be reasonable and fair.
General
Considering that Net New Increases is based on unrealized as well as realized gains, the Fund
could pay a Performance Fee based on one or more open positions that were profitable at the end
of a quarter but that turned out to be losing investments. Because Net New Increase is calculated
on a quarterly basis, the Fund could pay Performance Fees during a year even though the Fund
was not profitable on an overall basis for the year.
The services of the Investment Manager to the Fund hereunder are not deemed to be exclusive
and the Investment Manager shall be free to render similar services to others and to retain for its
own use and benefits all fees and other moneys payable thereby and the Investment Manager
shall not be deemed to be affected with notice of or be under any duty to disclose to the fund any
fact or thing which comes to the notice of the Investment Manager or any employee or agent of
the Investment Manager in the course of the Investment Manager rendering similar services to
others or in the course of its business in any other capacity or in any manner whatsoever
otherwise than in the course of carrying out its duties hereunder.
14
INFINITY FUTURES FUND LIMITED
The Investment Manager may on occasion give advice or take action with respect to the Fund that
differs from advice given with respect to other accounts. Nothing in the Management Agreement
shall limit or restrict the right of any directors, officers or employees of the Investment Manager
to engage in any other business or to devote his time and attention in part to the management or
other aspects of any other business, whether similar or dissimilar in nature. The Investment
manager may aggregate purchase or sales of securities for the Fund with purchases and sales of
the same securities by other clients of the Investment Manager. The Investment Manager agrees
that in the event that purchases and sales of securities for the Fund shall coincide with the
purchases and sales of the same securities by other clients of the Investment Manager, the
Investment Manager will make such allocation in a manner believed by the Investment Manager
to be equitable to each client.
Instructions to execute securities transactions may be placed by the Investment Manager with
brokers, dealers and banks that supply research to the Investment Manager. Such research may be
used by the Investment Manager in advising other clients of the Investment Manager.
Under the Management agreement, the Fund will Indemnify the Investment Manager against all
expenses, including legal fees, and against all judgments, fines and amounts paid in settlement
and reasonably incurred in connection with legal, administrative or investigative proceedings,
except that the Investment Manager will not be indemnified against any liability to which it
would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard of its obligation and duties under the Management
Agreement.
Administration Fee
The Administrator shall receive an annual administration fee of $12,000 per annum for its
services as administrator, registrar and transfer agent. The fee is payable on a quarterly basis in
advance. In addition, the Administrator shall be reimbursed for all out of pocket expenses.
Audit Fee
The Auditor will receive an annual fee to be negotiated by the Directors on the basis of current
market fees for similar work
Other Expenses
The Fund will bear reasonable expenses attributable to it including, but not limited to, the
following where applicable: standard bank fees incurred for business transactions, interest on
financing and all applicable taxes, legal fees, custodian and depository charges.
15
INFINITY FUTURES FUND LIMITED
SUBSCRIPTIONS
The Shares
The minimum initial subscription to the Fund is US$ 100,000. The Fund may, in its sole
discretion, accept subscriptions for amounts, which are less than the foregoing minimums. The
Shares are being offered subject to prior sale, to the Fund’s right to reject any subscription, in
whole or in part, or to withdraw the Offering, in whole or in part, at any time.
Shares will continue to be offered and sold for an indefinite period. The initial offering price per
Share was US$ 1,000 and, thereafter at the Net Asset value per Share. Shares are not available to
Bahamian or United States of America persons and entities. The Shares carry neither voting
rights nor the right to receive notice of or attend any general meeting of the Shareholders. The
directors may refuse or terminate an investment at their sole discretion.
Each prospective shareholder will be required to agree that no Shares, nor any interest therein,
will be transferred without the prior consent of the Board of Directors, which consent may be
withheld at the discretion of the Board of Directors, and that, prior to considering any request to
permit transfer of Shares, the Board of Directors may require the submission by the proposed
transferee of a certification as to the matters referred to in the preceding paragraphs as well as
such other documents the Board of Directors considers reasonably necessary. The Company's
Articles of Association provide, and each subscriber for Shares will be required to agree, that:
(i) any transfer or attempted transfer in violation of the foregoing restrictions shall be invalid, and
(ii) in the event that the Board of Directors has reason to believe that a Shareholder has violated
the applicable restrictions on transfer or that any material matters set forth in the certifications
referred to in the preceding paragraphs were false, the Board of Directors is entitled to
compulsorily redeem all Shares held by such shareholder.
As part of the Administrator's responsibility for protection against money laundering, the
Administrator will require a detailed verification of the identity of a person or entity applying for
Shares. Depending on the circumstances of each application, a detailed verification might not be
required where:
(a)
the applicant makes the payment from an account held in the applicant's
name at a recognized financial institution; or
(b)
the application is made through a recognized intermediary.
These exceptions will only apply if the financial institution or intermediary referred to above is
within a country recognized as having sufficient anti-money laundering regulations.
By way of example, an individual may be required to produce a copy of a passport or
identification card duly certified by a notary public, together with evidence of his/her address
such as a utility bill or bank statement and date of birth. In the case of corporate applications an
investor may be required to produce a certified copy of the certificate of incorporation (and any
change of name), memorandum and articles of association (or the equivalent), the names,
occupations, dates of birth and residential and business addresses of all directors.
The Administrator reserves the right to request such information as is necessary to verify the
identity of the applicant. In the event of delay or failure by the applicant to produce any
information required for verification purposes, the Administrator may refuse to accept the
application and the subscription monies relating thereto.
16
INFINITY FUTURES FUND LIMITED
Manner of subscribing
Each investor who wishes to subscribe for Shares will be required to complete, execute and
deliver to the Fund's Administrator a Subscription Agreement in the form attached to the Offering
Memorandum. Subscriptions will be fully payable in United States of America dollars when
submitted to the Fund. Subscriptions will be payable by bank draft or wire transfer to the Fund's
account, in accordance with the instructions included with the Subscription Agreement. Investors
wishing to subscribe for Shares should send their Subscription Agreement to the Administrator.
No money shall be paid to any intermediary in the Bahamas, who is not a licensed Mutual Fund
Administrator.
The Fund will not issue share certificates in respect of the Shares. The Administrator will
acknowledge and confirm an investment by returning to each investor a copy of the investor's
Subscription Agreement counter-signed on behalf of the Fund and indicating the number of
Shares purchased with the investment, the Fund's Net Asset Value on the date of purchase and the
account number for such investor.
Private Placement, Restrictions on Transfer
The Shares are only being offered to select investors. The investments of the Fund are subject to
normal market fluctuations as well as the risks inherent in the investment techniques described in
the section "Certain Risks" above, and there can be no assurance that appreciation will occur or
that losses will not be realized.
No registration statement has been filed with any regulatory body.
In addition to the prohibition on transfers to Bahamian or United States of America persons and
entities, Shareholders may not otherwise transfer Shares without prior written consent of the
Fund.
17
INFINITY FUTURES FUND LIMITED
REDEMPTIONS
Shareholders wishing to have their Shares redeemed should deliver a written Redemption Request
or an irrevocable written request to the Administrator, which includes the following:
(i)
(ii)
(iii)
the number of Shares or U.S. dollar amount to be redeemed;
the Shareholder's name, address and account number; and
is signed by the Shareholder and all other owners of the Shares exactly as
their names appear on the Subscription Agreement or related account.
Subject to certain restrictions, investors may redeem Shares as of any Valuation Date (as defined
below). The Administrator may however, at his sole discretion and for reasons relating to
liquidity, negotiate with large investors a longer redemption notice period. The prices for the
Shares on any redemption will be the Net Asset Value per Share as of such Valuation Date
multiplied by the number of Shares being redeemed (see section "Net Asset Value", above).
Redemption Notice must be received at least 10 business days prior to the Redemption Date
requested. For partial redemptions, payment of 100 % of the redemption proceeds will be made
within 10 business days after the Redemption Date. For full redemptions, or for redemptions
requesting share amounts, payment of 90% of redemption proceeds will be made within 10
business days after the Redemption Date, the final 10% of the redemption proceeds will be paid
when the final estimates of the NAV of all the Funds investments are available, but not more than
90 days after the Valuation Date of the redemption.
The Board of Director’s may limit or suspend redemption rights for any and all shareholders if:
(i)
during any period when any stock exchange on which any of the Fund’s underlying
investments are quoted, traded or dealt in is closed, other than ordinary holidays and
weekends, or during periods in which dealings are restricted or suspended;
(ii)
when, as a result of political, economic, military or monetary events or any
circumstances outside the control, responsibility and power of the Fund, disposal of
the assets of the Fund is not reasonable or normally practicable without being
seriously detrimental to Shareholders’ interest;
(iii)
it is not reasonably practicable to determine the Net Asset Value of the Shares of the
Fund on an accurate or timely basis;
(iv)
when as a result of excessive Redemptions the disposal of the assets of the Fund is
not reasonable or normally practicable without being seriously detrimental to
Shareholder interests;
(v)
at such other times as the Directors, in their discretion, may determine.
The Fund shall inform Shareholders as soon as possible of any suspension of redemption in such
a manner as it deems appropriate. Shareholders having requested redemption of their Shares shall
be notified in writing of any such suspension of their Redemption Request of their Shares and
will be promptly notified upon termination of such suspension.
18
INFINITY FUTURES FUND LIMITED
TAX CONSEQUENCES
Under existing legislation in The Bahamas, there are no income, capital gains or withholding
taxes payable by the Fund, or its Shareholders, nor are there any Bahamian estate, succession or
inheritance taxes payable by Shareholders with respect to their Shares. The Bahamian legislation
under which the Fund was established, the International Business Companies Act 1989, grants
these exemptions from taxation for a period of not less than 20 years from the date of the Fund's
incorporation.
THE PRECEDING DISCUSSION IS A SUMMARY OF SOME OF THE IMPORTANT
TAX CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE FUND. IT DOES
NOT PURPORT TO BE A COMPLETE ANALYSIS OF ALL RELEVANT TAX
CONSIDERATIONS OR A COMPLETE LISTING OF ALL POTENTIAL TAX RISKS
INHERENT IN PURCHASING OR HOLDING SHARES. THIS DISCUSSION DOES
NOT ADDRESS TAX CONSIDERATIONS AFFECTING INVESTORS ARISING IN
THEIR HOME JURISDICTIONS. PROSPECTIVE INVESTORS ARE URGED TO
CONSULT WITH THEIR LOCAL TAX ADVISORS WITH REGARD TO THE TAX
CONSEQUENCES IN THEIR HOME COUNTRIES OF AN INVESTMENT IN THE
FUND.
REPORTS
The Fund will not issue share certificates in respect of the Shares. The Administrator will
acknowledge and confirm an investment by posting an acknowledgment on receipt of the
Subscription Agreement and confirmation of receipt of the Subscription monies. On confirmation
of the Net Asset Value of the shares following subscription, conversion or redemption, a
confirmation will be posted detailing the number of shares purchased with the investment, the
Share’s Net Asset Value on the date of purchase and the reference number. Acknowledgments
can be posted, faxed, e-mailed or held on behalf of the investor.
The Fund’s annual audited financial statements are available to the Investor at anytime. The first
fiscal year-end of the Fund is on the close of business on the 31st of March 2001.
Dividends
Distributions to Shareholders will be made at times and in amounts determined by the Board of
Directors, in its discretion. The Fund however does not expect to make regular, frequent or
substantial cash distributions.
WARNINGS
IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS OFFERING
DOCUMENT, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER,
COUNSEL AND ATTORNEY, ACCOUNTANT OR OTHER FINANCIAL ADVISER.
THE PRICE OF THE SHARES MAY DECREASE AS WELL AS INCREASE.
19
INFINITY FUTURES FUND LIMITED
CONSTITUTIVE DOCUMENTS
The following documents may be inspected free of charge, during normal business hours, at the
office of the Administrator; copies shall be made available at a reasonable fee:
i)
ii)
iii)
iv)
v)
vi)
vii)
vii)
Certificate of Incorporation of Infinity Futures Fund Ltd.
Memorandum and Articles of Association of Infinity Futures Fund Ltd.
Investment Management Agreement.
Banking / Custodian Agreement.
Administration Agreement.
Annual Audited Financial Accounts.
Offering Memorandum to Infinity Futures Fund Ltd.
Mutual Fund License.
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
Telephone: (242) 502-7020
Facsimile 1: (242) 502-7022
Facsimile 2: (242) 326-2976
Investors should be aware that in signing this subscription agreement they are confirming
that they have read and understood the Offering Memorandum. It is illegal to distribute a
subscription agreement to an investor (that is not an existing investor) unless accompanied
by the Offering Memorandum.
20
INFINITY FUTURES FUND LIMITED
SUBSCRIPTION AGREEMENT
To: _______________________________ For Value Date: _______________________
Name of Purchaser
This will confirm our understanding pursuant to which you have agreed to purchase Investor
Non-voting Participating Shares (the “Shares”) of Infinity Futures Fund Limited, (the “Fund”).
Capitalized terms used in this Agreement which are not defined herein have the meanings given
to them in the Offering Memorandum of the Fund (the “Memorandum), which accompanies this
Agreement.
1.
Subscriptions and Sale.
1.1 Subscription. Subject to the terms and conditions of this Agreement and the
Offering Memorandum dated April, 2001 and the provisions of the Memorandum and Articles of
Association of the Fund, you irrevocably subscribe for, and agree to purchase, the number of
Shares which your investment indicated on the Signature Page of this Agreement will purchase at
a purchase price equal to the Share’s net asset value per Share on the first Valuation date
following the Fund’s receipt of your subscription. With your submission to the Fund of this
Agreement, you are concurrently wiring the amount of your investment, payable in US Dollars, to
the Fund’s account as noted below. In all instances the exact name of the Shareholder should be
indicated:
Pay to:
ABA No:
For further credit to:
On behalf of:
Account No:
The Northern Trust Company
071-000-152
Horizon Cash Management Investment
Infinity Futures Fund Limited
319-50679
1.2 Acceptances or Rejection of Subscription. This Agreement will either be
accepted or rejected by the Fund as promptly as is practicable. If this Agreement is rejected for
any reason, including, without limitation, the termination of this Offering by the Fund, this
Agreement and all funds tendered with it will be promptly returned to you, without interest or
deduction, and this Agreement will be void and of no further force or effect. Receipt of funds
wired with this Agreement will not constitute acceptance of this Agreement.
1.3 Purchases and Sale. The Administrator will have complete discretion in
determining the Acceptance Date which will be no earlier than satisfactory receipt of a properly
completed and executed subscription agreement and clearance of the subscription monies. The
Administrator will confirm your investment by returning to you a copy of this Agreement counter
signed on behalf of the Fund and will indicate the number of Shares purchased, the Fund’s net
asset value per Share on the date of purchase and your account number.
2. Representations and Warranties of the Purchaser. You represent and warrant to
the Fund as follows:
21
INFINITY FUTURES FUND LIMITED
2.1 Non-Registration. You acknowledge that the Shares to be acquired by you are not
and will not be registered under the Securities Act of 1933 (the “Act”) of the United States or the
securities laws of any other jurisdiction in reliance on exemptions from such registration, and that
such reliance is based in part on your representation, warranties and agreements set forth in this
Agreement.
2.2 Information. You have received, carefully read and understood the Offering
Memorandum. You have had an opportunity to ask questions of and receive satisfactory answers
from the Fund concerning the terms and conditions of an investment in the Shares and all such
questions have been answered to your full satisfaction. You have received no representations
about the Fund other than those contained in the Offering Memorandum.
2.3 Investment Intent; Limitations on Resale. You are acquiring Shares solely for
your own account, for investment and not with a view to, or for resale in connection with, any
distribution. No application has presently been made for listing on any stock exchange. The
Shares may not be sold, transferred or otherwise disposed of (other than by redemption by the
Fund) except with the prior written consent of the Fund and in compliance with any applicable
securities laws (see “Section 3”).
2.4 Nature of Investment. You understand that your investment in the Fund is subject
to certain risks and that no government agency has reviewed, made any recommendation or
endorsement, or guaranteed, directly or indirectly, the return of capital or income with respect to
the Shares.
2.5 Not a Bahamian or United States Person. You are not a national, citizen, resident
or domiciliary of the Bahamas or United States of America or, if you are not a natural person, you
are not a corporation, partnership, trust or other entity chartered or organized under the law of
such jurisdiction. The address set forth on the Signature Page of this Agreement is your true
address. If any of the foregoing ceases to be true, you will promptly notify the Fund of the facts
pertaining to such changed circumstances.
2.6 Experiences; Financial Ability. You, or if you are a corporation, partnership, trust
or other entity, you and through your officers, directors, trustees, employees or other advisors, (i)
are experienced in evaluating companies such as the Fund, (ii) have determined that the Shares
are a suitable investment for you and (iii) have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of your investment in the
Fund. You have the financial ability to bear the economic risks of your entire investment for an
indefinite period.
2.7 Due Authority, Etc. If you are a corporation, partnership, trust or other entity: (a)
you are duly organized, validly existing and in good standing under the laws of the jurisdiction of
your formation and have all requisite power and authority to own your properties and assets and
to carry on your business, (b) you have the requisite power and authority to execute this
agreement and to carry out the transactions contemplated hereby, (c) your execution and
performance of this Agreement does not and will not result in any violation of, or conflict with,
any term of your charter, by-laws, partnership agreement or indenture of trust, as the case may be,
or any instrument to which you are a party or by which you are bound or any law or regulation
applicable to you, (d) your execution and performance of this Agreement has been duly
authorized by all necessary corporate and other action and (e) the individual who has executed
this Agreement on your behalf was duly authorized to do so by all requisite corporate or other
action and, on request of the Fund, you will furnish appropriate evidence of the authority of such
individual to act on your behalf.
22
INFINITY FUTURES FUND LIMITED
2.8 Reliance on Own Advisors. You confirm that, in making your decision to invest in
the Fund, you have relied, as to legal and tax-related matters concerning the investment, on
independent investigations made by you and any advisor or representative that you may have
consulted, including your own legal, tax and other advisors, and that you and your advisors or
representatives have investigated your investment in the Fund to the extent you and they have
deemed advisable.
3. Restrictions on Transfer. You agree that no sale, assignment, pledge, transfer or
other disposition of any Shares (a “Transfer”) may be made without the prior written consent of
the Fund, except, if you are a natural person, by will or the laws of descent and distribution, or if
you are a corporation or other business organization, by operation of law pursuant to
reorganization, and with the following conditions being satisfied:
(a) counsel for the Fund is of the opinion that the Transfer would not be in violation of
the securities laws of any relevant jurisdiction or would not require the Fund to
register or to seek an exemption from registration as an investment company; and
(b) the transferee executes an instrument in form and substance satisfactory to the Fund
whereby the transferee agrees to be bound by all of the provision of this Agreement
and makes appropriate investment representations.
4.
Miscellaneous
4.1 Entire Agreement. This Agreement sets forth our entire understanding with
respect to its subject matter, merges and supersedes any prior or contemporaneous understanding
among us with respect to its subject matter, and will not be modified, amended or terminated
except by another agreement in writing executed by you and the Fund. Failure of a party to
enforce one or more of the provisions of this Agreement or to require at any time performance of
any obligations hereof will not be construed to be a waiver of such provisions by such party nor
to in any way affect the validity of this Agreement or such party’s right thereafter to enforce each
and every provision of this Agreement, nor to preclude such party from taking any other action at
any time which it would legally be entitled to take.
4.2 Binding Effect. This Agreement will be binding on the parties and their respective
successors and permissible assigns.
4.3 Construction. References to Sections herein are to the sections of this Agreement.
Headings used in this Agreement are for convenience only and will not be used in the
construction of this Agreement.
4.4 Governing Law. This Agreement will in all respects be governed by and construed
in accordance with the laws of the Commonwealth of The Bahamas applicable to agreements
made and fully performed in such jurisdiction, without giving effect to conflict of laws principles.
The parties hereto submit to the jurisdiction of the Supreme Court of The Bahamas and every
Competent Court of Appeal thereof.
23
INFINITY FUTURES FUND LIMITED
Beneficiary Designation
Where permitted by applicable law, the undersigned Customer hereby revokes any previous
designation of beneficiary made by me under the provisions of the investment and pursuant to
the provisions of the investment do hereby designate the person named below as my designated
beneficiary and the person entitled to receive my interest in the investment if living at my death,
otherwise my estate, and I reserve the right to revoke this designation. Caution: This designation
may be ineffective in certain countries or for certain purposes. In addition, your beneficiary
designation may not automatically change as a result of your future marriage or marriage
breakdown. You may need to complete a new designation for this purpose. It is solely your
responsibility to ensure that your designation of beneficiary is effective and is changed when
appropriate.
____________________________
Name
__________________________
Relationship
Address
24
INFINITY FUTURES FUND LIMITED
SIGNATURE PAGE
NAME:
________________________________________________________________________
ADDRESS:
________________________________________________________________________
________________________________________________________________________
TELEPHONE NO.:
______________________
FACSIMILE NO: ____________________
SIGNATURE (*1):
______________________
NAME & TITLE (*2): _________________
SIGNATURE (*1):
______________________
NAME & TITLE (*2): _________________
*1:
To be completed if joint tenants in Common (if an individual) or where a second
director/officer must sign.
*2:
To be completed only where an entity is investing.
Please affix seal of the Company here:
Please complete details of your subscription:
Share Class applied for:
(Tick as applicable)
Proceeds remitted:
‘B’ Class Shares
Deduct: Sales Fees:
$____________________
Subscription Amount:
$____________________
$____________________
Agreed and accepted by:
INFINITY FUTURES FUND LIMITED
Director:
____________________ Date:
_____________________
Additional Information:
In order to facilitate any requests for redemption, please complete your specific mandate and
banking instructions below:
Persons authorized to request redemption of your investment from the Fund (you may
alternatively enclose a copy of your corporate resolution):
Name: _________________________ Signature:
_________________________
Name: _________________________ Signature:
_________________________
Name: _________________________ Signature:
_________________________
Banking Instructions:
Name of Bank
_____________________________
Address of Bank
_____________________________
Bank Code
_____________________________
Account Name
_____________________________
Account Number
_____________________________
25
INFINITY FUTURES FUND LIMITED
Notes
Internal Use Only
This redemption is to be executed the
day of
year 20
Client Name:
Share Class
Client No
Amount US$
No of shares:
Authorized by:
Title:
Authorized Signature:
Date:
Investor Identification Instructions
Rule
Category
Yes
A
Are you a bank or broker resident in a First Schedule Country? Australia,
Bahamas, Barbados, Belgium, Bermuda, Brazil, Canada, Cayman Islands,
Channel Islands, Denmark, Finland, France, Germany, Gibraltar, Greece, Hong
Kong, Ireland, Isle of Man, Italy, Japan, Liechtenstein, Luxembourg, Malta,
Netherlands, New Zealand, Norway, Panama, Portugal, Singapore, Spain,
Sweden, Switzerland, United Kingdom, United States
You are designated as a
Qualified Financial
Institution. (“QFI”) and
should complete section C
only.
B
Are you an individual, corporation, trust or partnership and have remitted
the funds from a QFI?
You are required to
complete section A and
the QFI section D.
C
Are you an individual that does not fall qualify under rule B?
You are required to
complete section A
D
Are you a company that does not qualify under Rules A or B above?
You are required to
complete section B.
N.B. As an integral part of your subscription application, you are requested to complete the
appropriate section. The Administrator of the Fund requires this information in accordance with its
Know Your Customer policy and Anti – Money Laundering legislation. Failure to complete the
information could delay the subscription for which the Administrator or the Fund cannot be held
responsible.
26
INFINITY FUTURES FUND LIMITED
Section A: Individuals
Full Name: _____________________________________________________________________________________
Permanent Address: _____________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
Telephone: ____________________________________ Facsimile: _______________________________________
Email Address: _________________________________________________________________________________
Place of Birth: ____________________________________Date of Birth: _______________________________
Nationality: ___________________________________________________________________________________
Occupation: ___________________________________________________________________________________
Name of Employer: ____________________________________________________________________________
(If self-employed state nature of employment): _________________________________________________
_______________________________________________________________________________________________
Address of Employer: _________________________________________________________________________
_______________________________________________________________________________________________
Purpose of Account and Potential Activity: _____________________________________________________
Source of funds: _______________________________________________________________________
______________________________________________________________________________________
Signature: __________________________
Print Name: ______________________________
In addition to this form, please provide the Fund the following items:



a copy of the relevant pages of your passport, driver’s license, voter’s card or such
other identification bearing a photographic likeness of the person as is reasonably
capable of establishing the identity of the person,
a financial letter of reference from a bank, addressed to Genesis Fund Services Ltd.,
a copy of a utility bill that shows investor’s name and address.
Section B: Companies
Name of Company: ____________________________________________________________________
27
INFINITY FUTURES FUND LIMITED
Registered Office Address: ______________________________________________________________
________________________________________________________________________________________
Telephone: _______________________________ Facsimile: ___________________________________
Name of Registered Agent: ______________________________________________________________
Address of Registered Agent: ____________________________________________________________
Place of Incorporation: ________________________ Date of Incorporation: _________________
Names and Addresses of Directors / Officers of the Company:
Name:________________________________
Name:_________________________________
Address:______________________________
Address:________________________________
______________________________________
_______________________________________
______________________________________
_______________________________________
______________________________________
_______________________________________
Name:________________________________
Name:__________________________________
Address:______________________________
Address:________________________________
______________________________________
_______________________________________
______________________________________
_______________________________________
______________________________________
_______________________________________
Names and Addresses of Beneficial Owners
Name:________________________________
Name:__________________________________
Address:______________________________
Address:________________________________
______________________________________
_______________________________________
______________________________________
_______________________________________
______________________________________
_______________________________________
Description and Nature of Business: ______________________________________________
Date of Commencement of Business: _____________________________________________
28
INFINITY FUTURES FUND LIMITED
Products and Services Offered by Business: ________________________________________
Location of Principal Business: ___________________________________________________
_______________________________________________________________________________
Purpose of Account and Potential Activity: ________________________________________
_______________________________________________________________________________
The undersigned hereby agrees and confirms that:
The Company has not been struck off the register of companies (or equivalent) or
is not in the process of being wound up.
Signature: ___________________________________
Print Name: _________________________________
Please provide this Fund with certified copies of the following documents:
1.
2.
3.
NOTES:
1.
2.
3.
4.
5.
Certificate of Incorporation.
Memorandum and Articles of Association (or equivalent).
Resolution of the Board of Directors authorizing the purchase of Shares
in the Fund.
To be valid, joint application forms must be signed by each applicant if more than one applicant.
In the case of a partnership applications should be in the name(s) of and signed by all the partners.
Investors, which are corporations must submit certified corporate resolutions authorizing the subscription and
identifying the corporate officer empowered to sign this Subscription Agreement. Partnerships must submit a certified
copy of the partnership certificate (in the case of limited partnerships) or partnership agreement identifying the partners.
Trusts must submit a copy of the trust agreement. Employee benefit plans must submit a certificate of an appropriate
officer certifying that the subscription has been authorized and identifying the individual empowered to sign the
subscription documents. Applicants may be requested to furnish other or additional documentation evidencing the
authority to invest in the Fund.
If this Subscription Agreement is signed under a power of attorney, such power of attorney or a duly certified copy thereof
must accompany this Subscription Agreement.
If this Subscription Agreement is not fully completed to the satisfaction of the Administrator, the application may not be
accepted.
29
INFINITY FUTURES FUND LIMITED
Section C: Qualified Financial Institutions
(For banks, insurance companies and other institutional investors):
The Subscriber declares that the Subscriber is licensed as_________________(description)
by the ______________________________ (regulatory body) under the laws of
________________(country) and is thereby subject to regulations and/or guidelines which,
to the best of the my/our knowledge and understanding, are in accordance with the
Financial Action Task Force Recommendations on the avoidance of money-laundering and
that the Subscription Agreement is made in my/our own name on behalf of my/our clients
whom I/we have properly identified in accordance with said guidelines.
Signatures:
Name:
Address:
Address:
Telephone No.:
Facsimile No.:
Signature: ______________________________
Name and Title: __________________________
Signature: _____________________________
Name and Title: ___________________________
(1) To be completed if joint tenants in Common (if an individual) or where a second director/officer must sign Joint tenants in
Common, (i.e. right of survivorship) or Tenants in Common, (i.e. equal shares)
(2) To be completed only where an entity is investing
30
INFINITY FUTURES FUND LIMITED
Section D: Sample Letter
Sample Letter for Investors Using Source of Funds Method Described Above
Investors using this letter should give it to their financial institution and have them return it to Genesis
Fund Services at the same time that the subscription monies are wired.
[To be placed on letterhead of the financial institution remitting payment]
Date
Via mail and facsimile
Fax No (242) 502-7022 / 326-2976
Investor Relations
Genesis Fund Services Ltd.
1st Floor Goodman’s Bay
Corporate Center
West Bay Street
P.O. Box N-9058
Nassau, Bahamas
Dear Sirs:
Re: Infinity Futures Fund Limited
1. Name of Remitting Financial Institution;
2. Address of Remitting Financial Institution;
3. Name of Subscriber;
4. Address of Subscriber;
5. Name of Subscriber Account Being Debited;
6. We have credited your account at [Bank], Account Number [number] for [amount] by
order of [subscriber] on [date].
The above information is given in strictest confidence for your own use only and without
any guarantee, responsibility or liability on the part of this institution or its officials.
Sincerely,
Signature: ______________________________________
Print Full Name: _________________________________
Position: ______________________________________________
31
INFINITY FUTURES FUND LIMITED
REDEMPTION REQUESTS
Infinity Futures Fund Limited
Genesis Fund Services Limited
1st Floor Goodman’s Bay, Corporate Center
West Bay Street, P.O. Box N-9058
Nassau, Bahamas
Telephone No.:
Facsimile No.:
(242) 502-7020
(242) 502-7022 / 326-2976
I/We hereby request redemption of all or a portion of my/our Shares in accordance with the
instructions provided below to Infinity Futures Fund Limited (the “Fund”).
I/We understand that this redemption shall only be accepted as of the Redemption Date provided
the request has been received by the Fund no later than ten business days prior to the Redemption
date.
I/We understand further that, in the event of failure to give the Fund the necessary written notice
10 days prior to the redemption date, the directors of the Fund reserve the right to refuse to
process the redemption until the following Redemption Date as expressed in the Offering
Memorandum (the “Memorandum”).
I/We hereby represent and warrant, in my/our individual capacity or as an authorized
representative of a trust, partnership or corporation, that I am/we are the true and lawful owner of
the Shares to which this request relates, with full power and authority to request redemption of
said Shares. I/We further represent and warrant that the Shares in respect of which the
redemption is herein requested are not subject to any pledge or other encumbrance.
I/We have read, understood and accept the conditions and Redemption Procedures of these
Shares, as expressed in the Memorandum save as amended by the Fund.
Redemption Details
Share Class:
Please execute the following from Client No: _____________________________________________________
(Please check or complete the appropriate box)
Redeem sufficient proceeds from my Shares to realize the amount of US$____________________________
Redeem all of my Shares
Wire Instructions
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INFINITY FUTURES FUND LIMITED
Proceeds in respect of this redemption are to be sent to me/us by cheque drawn in the
currency noted above, unless I/we provide instructions for bank wire transfer (at my/our
expense):
Name of Bank:
Address of Bank:
Account Name:
Account Number:
Bank Code/ABA#/Transit#:
Signatures
I/We have executed this Request for Redemption of Shares on this
______ Day of ____________________, 20
_
For Value Date: __________________________
Signature
Name (2)
and Title
Signature (1)
Name
and Title(2)
(1) In the event of joint registration, all Shareholders must sign.
(2) In the event of registration of the Shares in the name of a trust, partnership or corporation, please provide full name of
the entity and the
official title of each person executing the Request for Redemption of the Shares on behalf of such trust, partnership or corporation.
33