CAM Partners Offshore Fund SPC

  • Incorporated in Cayman Islands in March 2003.

  • Commenced investing April, 2003.

  • Open only to tax exempt US investors or to non US persons.

  • Invests in the on-shore partnerships managed by CA Partners LLC.

  • Has four classes of shares.

  • Each share class corresponds to one of the underlying CA Partners on-shore funds.

  • Minimum investment $1 million.

  • Though the manager has the authority to charge up to 1.75% per annum, fees charged since inception have been no more than 1% per annum, payable quarterly in arrears.

    OFFERING MEMORANDUM SUMMARY

    • Fund Name: CA Partners Offshore Fund SPC (“The Company”)

    • Form of Organization: Cayman Islands Open End Investment Company

    • Company Structure: Umbrella fund with various classes of shares corresponding to underlying investment Funds, each of which will invest its assets in an investment partnership or in investment partnerships whose assets are managed by independent portfolio managers

    • Investment Manager: CA Partners LLC, a Registered Investment Advisor

    • Investment Objective: The Company’s investment objective is to seek superior capital appreciation for each investment fund in a variety of market conditions with less volatility than the major indexes

    • Distributions: The Company intends to retain all cash from normal operations and its investments will be managed to generate capital gains rather than current income

    • Minimum Investment: The minimum investment is $1 million. Additional investments may be made in increments of $100,000 or more

    • Eligible Investors: The Shares will be offered only to Eligible Investors, meaning U.S. tax-exempt investors as well as non-U.S. persons who are not members of the public of the Cayman Islands (not including an exempt or ordinary non-resident company in the Cayman Islands)

    • Subscriptions: Shares of each Fund will be available for subscription on each Subscription Day, which is generally the first business day of each calendar quarter

    • Redemptions: Shares generally may be redeemed on any Redemption Day, meaning the last business day of each calendar quarter, upon 90 days’ prior written notice after the twelve month anniversary of the shareholder’s initial purchase of shares. The redemption terms with respect to each particular Fund will mirror the withdrawal rights for the corresponding Investment Partnership(s). Shares will generally be redeemed at a per Share price based on their Net Asset Value

    • Management Fees: Though the manager has authority to charge up to 1.75% per annum, actual fees have been no more than 1% per annum since inception, payable quarterly in arrears.

    • Expenses: Organizational and offering expenses, fees to the Administrator, on-going investment, administrative, legal, accounting, audit, tax preparation, interest, taxes and other expenses associated with the operation of the Funds

    • Auditor: RSM Cayman Islands

    • Counsel: Appleby Spurling Hunter (Cayman Islands); Morgan Lewis & Bockius (US).

    • Administration: Admiral Administration Ltd.

      THIS SUMMARY IS NOT AN OFFER TO SELL OR BUY ANY SECURITY AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT IS MATERIAL TO A PROSPECTIVE INVESTOR IN THE COMPANY. AN INVESTMENT IN THE COMPANY IS SPECULATIVE DUE TO A VARIETY OF RISKS AND CONSIDERATIONS AS DETAILED IN THE COMPANY’S CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. NO ASSURANCE CAN BE GIVEN THAT THE COMPANY’S OBJECTIVE WILL BE ACHIEVED. INVESTORS MAY NOT SUBSCRIBE TO THE COMPANY UNTIL THEY HAVE RECEIVED A COPY OF THE PRIVATE PLACEMENT MEMORANDUM.