TSAG COUNTER-CYCLICAL FUND
TSAG DIGITAL MULTI-STRATEGY FUND LTD. SAC (the “Umbrella Fund”), a company incorporated with limited liability under the International Business Companies Act in the Commonwealth of The Bahamas, registered as a Segregated Accounts Company under the laws of the Commonwealth of The Bahamas and licensed as Professional Investment Fund by the Securities Commission of the Bahamas. The TSAG COUNTER CYCLICAL FUND is representative of the Class B Shares of the Umbrella Fund.
Transfero Asset Management Ltd.
The Fund Net Asset Value (“NAV”) will be calculated on a monthly basis as of the close of business on the last business day of each month. Account statements will be provided semiannually and annually.
Purchases may be made on a monthly basis, as of the NAV calculation date.
The minimum initial subscription is US$10,000 per investor, while the minimum subsequent investment is US$5,000 per investor.
INITIAL OFFERING PERIOD
The Initial Offering Period for the Class B Shares shall commence at 9.00 a.m. (ES time) on September 1, 2019 and terminate at 11:59 p.m. (ES time) on December 31, 2019 (or such later date as the Directors may determine). Subscription proceeds received during the Initial Offering Period will be invested during the Initial Offering Period in accordance with the terms of this Memorandum.
Shares of the TSAG Counter-Cyclical Fund may be redeemed by a shareholder at their Net Asset Value as determined as at the relevant Valuation Day. Settlements will normally take place within 10-15 Business Days after the relevant Valuation Day, provided the relevant redemption request is received by the 25th of the month preceding the Valuation Day. Request for redemption received after the 25th of the month will be processed in the next cycle. The minimum redeemable investment amount is five thousand U.S. dollars (US$5,000.00), subject to the discretion of the Fund’s Board of Directors to approve otherwise.
2% per year, calculated and paid to the Manager monthly.
The Fund pays to the Investment Manager a performance fee, calculated monthly and payable semiannually in respect of each calendar semester, ending on June 30 and December 31 (or the immediately preceding Business Day if June 30 and/or December 31 is not a Business Day) of each year (“Performance Fee Period”), provided that the first Performance Fee Period will begin immediately after the issuance of the first Series of Class B Shares and will end on December 31, 2019. The performance fee is paid in respect of the Investor Shares at a rate equal to 20% of the increase in the Net Asset Value per Compartilhar of the outstanding Investor Shares in excess of eight percent (8%) per annum (the “Hurdle Rate”), as of each Valuation Day, also subject to a Highwater Mark; and provided that the performance fee will only be applied after the Shareholders have recouped their initial investment.
HIGH WATER MARK
High Water Mark is the greater of (a) the subscription price of the Class B Shares increased by the accumulated hurdle rate in the period and (b) the highest Net Asset Value per Class B Compartilhar (calculated immediately after the payment of the Performance Fee) as at the end of any calendar semester following the issue of the Class B Compartilhar, provided, however, that where no Performance Fee has ever been paid in respect of a Series of Class B Shares, the Highwater Mark for such Series shall be its subscription price per Class B Compartilhar increased by the accumulated hurdle rate.
The Fund pays all operating expenses including but not limited to, brokerage fees, legal, audit, transfer agent, custodial, reporting, and compliance charges. The Manager may from time to time choose at its discretion to pay some of the expenses of the Fund.
Purchasers of units of the Fund acknowledge that proceeds of each investment contemplated hereunder may result in income tax consequences to such investors based on each individual investor’s circumstances and that investors should consult with their own professional advisors regarding the consequences of their investment. The units of the Fund are not listed for trading, and there is no market for the units. Purchasers are advised to consult their own legal advisors in this regard
Administrator, Registrar & Transfer Agent: Leno Corporate Services LTD. Auditor and Tax: HLB Galanis & Co. Custodian: Leno Corporate Services LTD.
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DISCLAIMER: This document constitutes a summary only. Subscribers to this offering must review the Offering Memorandum of the Fund and complete the Subscription Agreement also provided. This summary together with the Offering Memorandum and the Subscription Agreement shall constitute the only documentation on which an investment decision should be based. This offering is made available only in those jurisdictions where it may be lawfully offered. No securities regulatory authority has expressed an opinion about the securities offered herein and it is an offence to claim otherwise.
This document was produced for information purposes only. Despite the care used both in obtaining and handling the information presented, nor Issuer, Fund Manager and/or any service provider may be responsible for the accidental publication of incorrect information, nor for investment decisions based on information contained herein. Funds are not guaranteed by Issue, Manager, any service provider nor any issuance mechanism. This material does not represent an investment or public offer.