FCF Prospectus

Prospectus
Freedom Capital Fund, Ltd.
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Notices
This confidential prospectus does not constitute an offer or a solicitation by any person in any jurisdiction in which such offer or solicitation is unlawful, or in which the person making such offer or solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such offer of solicitation.

The distribution of this prospectus and the offering of shares in the Freedom Capital Fund, Ltd. may be restricted in certain jurisdictions. Any persons in possession of this prospectus and any persons wishing to purchase shares in the manner described in this prospectus must inform themselves of, and observe, all applicable laws and regulations of any relevant jurisdictions. Prospective purchasers of shares should also inform themselves as to the legal requirements governing the purchase and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence or domicile. Neither the delivery of this prospectus nor the issuance or sale of shares in intended in any way to create any implication that no change has occurred in the affairs of the Fund since the date of this prospectus or that the information contained in this prospectus is correct as of any time subsequent to the date of this prospectus.

No person has been authorized to give information or to make any representations in connection with this offering other than those contained in this Prospectus and, if given or made, such other information and representations must not be relied upon as having been authorized by the Fund or the Distributor.

Thus any information in regards to Freedom Capital Fund, Ltd shall be presented through its prospectus and any periodical financial reports or through special sales material published only by the Fund.

THE SHARES OF THE FREEDOM CAPITAL FUND, LTD. MAY NOT BE OFFERED, SOLD TO, OR TRANSFERRED TO, NOR DELIVERED EITHER DIRECTLY OR INDIRECTLY TO CITIZENS, RESIDENTS OR LEGAL ENTITIES OF THE UNITED STATES OF AMERICA . IF SUCH CIRCUMSTANCE OCCURRED THE FUND RESERVES THE RIGHT TO REDEEM THE SHARES PURCHASED AND TO RETAIN ANY SURRENDER CHARGES AUTHORIZED IN THE REDEMPTION SCHEDULES EXPLAINED IN FUTURE SECTIONS OF THIS PROSPECTUS.

About this prospectus
This prospectus has been designed to explain to you the objectives, risks, strategies and other pertinent information about the Freedom Capital Fund, Ltd. Reading this prospectus will help you determine if this fund constitutes an appropriate investment for you. We suggest you retain it for future reference.

Introduction
The mission of Freedom Capital Fund, Ltd. is to create a vehicle and medium that will permit its investors to achieve economic independence through a long-term investment program. The Fund makes no representation or gives any assurance however, that investors will achieve their respective goals and objectives.

The Fund
The Freedom Capital Fund, Ltd. is an open-ended equity fund incorporated for an indefinite term in accordance with the laws of Nevis located in the Caribbean . The Fund offers four classes: Class A, C and D shares without voting rights to general investors and class B shares with voting rights issued exclusively to the Freedom Management Corporation the “Management Company”.

The fund has its principal domicile in Charlestown , Nevis , and Caribbean . The fund’s fiscal year begins on January 1st and ends on December 31st.

Objectives
The main objective of the Freedom Capital Fund, Ltd. is capital appreciation through investments in companies that the Fund expects will grow at higher rates than the world averages. The Management Company seeks achieving this goal by selecting different types of securities issued by companies and institutions from the many different sectors existent worldwide. As with any fund there is no assurance or guarantee that the fund will achieve its goals and objectives.

Management
According to the investment advisory and management agreement of June 2, 1998 Freedom Management Corporation serves as manager and investment advisor of Freedom Capital Fund, Ltd. Under this same agreement Freedom Management Corporation is the distributor for all the classes of shares issued by the fund.

The Management Company may delegate or subcontract with third parties all or part of its duties or obligations when it deems it necessary or convenient. Thus currently the assets of the Fund are custodied at Charles Schwab & Co. The Management Company currently serves as transfer agent for the fund. Freedom Portfolio Services an investment advisory company and subsidiary of Freedom Management Corporation serves as investment advisor of the fund.

Investment Policies and restrictions
Since the publishing date of this prospectus a minimum of 50% (fifty per cent) of the assets of the fund shall be invested in securities issued by corporate and other entities of industrialized nations and a maximum of 50% (fifty per cent) shall be invested in securities issued by corporations and other entities of emerging market nations. Following is a description of the types of securities and transactions the fund may carry out in pursuit of its investment objectives.

Whenever it deems it necessary the Management Company may vary or change any investment strategies or policies. Thus the Fund may in time employ policies and investment strategies that could be different from those existent at the time of purchase of shares in the Fund.

Shares of stock
The Fund may invest in any type of stock, warrants, and any security convertible into shares of stock, preferred stock, listed and unlisted in any exchange. The fund may also invest in other mutual funds and investment companies whose investment policies are similar or different to those existent at Freedom Capital Fund, Ltd. Shares of stock represent an equity (ownership) in a corporation. Additionally the fund may invest in foreign corporations, securities representing ownership in foreign companies such as G.D.R’s, A.D.R’s. G.D.R. ’s and A.D.R.’s (Global Depository Receipts and American Depository Receipts). Depository receipts are typically issued by banks and represent ownership of shares of stock issued by foreign corporations.

Debt Securities
The Fund is authorized to invest in any type of debt security or instrument issued by corporations, governments and their municipalities and other entities, and those issued by the banking and financial sectors. These include but are not limited to bonds, mortgage backed securities, certificates of deposit, banker’s acceptances, debentures and corporate receivables. The Fund may also invest in other funds and investment companies whose investment policies and strategies are compatible or differ from its own. Debt instruments usually represent loans for the purpose of obtaining financial resources by the issuer; typically a company, institution, financial entity or government. These loans often are used to finance development, growth, working capital, acquisitions and other economic endeavors by the issuers.

Options, futures and hedge transactions
The Fund may enter into contracts for the purchase or sale for future delivery of fixed income securities, foreign currencies or contracts based on financial indices of any kind. The Fund may also buy and write put and call options on futures contracts, currencies, debt securities and shares of stock. Additionally the Fund may enter into swaps, and borrow money through reverse repurchase agreements, and invest in commodities futures. The main purpose for entering into these transactions for the Fund is to hedge the fund’s portfolio against risk and or fluctuations such as security price movements, currency and interest rate variations and to increase the return on existing positions of the portfolio.

Other investments
The Fund may finance up to the full amount of distribution and sales commissions to the Management Company not to exceed 7% of the value of new shares issued. The sales commission loan shall yield the Fund a 10% return on balances and in any case never be lower than the borrowing costs of the Fund. The loan shall be repaid over a maximum of 6 years in consequence with the redemption fee schedules of the Fund. As an alternative, for the same amounts and with the same redemption schedule limitations the Fund may guarantee loans extended to the Management Company for this purpose.

Investment limitations
The fund is restricted from:

Carrying out sale repurchase agreements or borrowings in excess of 33.33% of the net current asset value of the fund.
Investing more than 15% of the net current asset value in securities issued by any one issuer except those issued or guaranteed by government entities or those issued by other similar mutual funds or investment companies.

The aforementioned restrictions shall be applied based on the current net asset value of the fund at the time of the transaction.

Investment risks
The value of the Freedom Capital Fund’s investments will vary in response to many factors. The price of stocks will fluctuate in response to the internal activities of each company and according to the general market and economic conditions of the countries where their business is carried out. The price of debt and fixed income securities will vary according to fluctuations in interest rates which themselves are the result of numerous factors both political and economic. Likewise the internal evolution and state of the issuers themselves will affect the price of debt securities by them issued. Based on these factors and the Fund’s investment strategy and policies the shares of the Freedom Capital Fund, Ltd. would be considered a high-risk investment.

It is also important to note that the dividends, interest and other gains received by the Fund from its investments in foreign countries could be subject to taxes, withholdings and other restrictions. Likewise the investments and holdings of the Fund in different countries around the world are subject to additional risks such as but not limited to market fluctuations, currency fluctuations and political change.

Investors should note that the shares of the fund will fluctuate and that they may be worth less at the time of redemption than their original cost.

Distribution
By virtue of the previously mentioned agreement Freedom Management Corporation is the distributor of all the classes of shares issued by the Freedom Capital Fund, Ltd. Thus the Management Company may write contracts with intermediaries and brokers for the sale and distribution of the funds shares.

Capital structure
The Fund is authorized to issue class B shares with voting rights and class A, C and D shares which have no voting rights in full and fractional form. The Fund is authorized to issue and sell to investors an unlimited number of classes A, C and D shares without preferential rights for existent shareholders. The class B shares may only be issued to the Management Company of the Fund, Freedom Management Corporation. The price of sale of all the different classes of shares shall be calculated in the exact same manner and will be the net asset value at the close of the sale date as set forth in the part of this prospectus referring to valuation of shares.

The class A, B, C and D shares of the Fund participate equally in the assets, earnings, dividends, any other distributions and in any residual assets of the Fund in the event of liquidation.

Certification of share ownership in the Fund shall be available only in non-certificated form. The Management Company shall keep the registrar of all shareholder names and necessary information and their respective number of shares held.

The shares of the Fund have not been registered under the U.S. Securities Act of 1933 as amended or with any regulating agency of the United States of America .

Insurance
The class C shares shall carry an insurance feature and will pay the beneficiaries of the account previously registered with the Fund in the event of death of the primary beneficiary of the account an amount equal to 1% of the opening balance on the account minus any withdrawals made.

The insurance coverage shall exist up the 74Th birthday of the main account holder. The insurance amount shall be deposited into the beneficiary’s account at freedom Capital Fund, Ltd. and the account will still be subject to any surrender charges as set forth in this prospectus.

Purchase of shares
The class A, C and D of the Fund shall be available to investors in countries and jurisdictions where said sale and distribution is legal. The shares of the Fund may be purchased on days when the net asset value of the Fund is calculated by the Management Company, or its Custodian through distribution agents authorized by the Management Company. Payment may only be made either by wire transfer or by check to Charles Schwab & Co. as follows:

For transfers to the account from a bank located within the United States :

Dollar amount: $_______
Pay: Citibank NA

Citibank address: 111 Wall Street , New York, NY, 10043
Citibank ABA#: 021000089

For credit to: Charles Schwab & Co. Inc.
Account #: 4055-3953

For further credit to: Freedom Capital Fund, Ltd.
Account number: 3448-8280

Additionally please send a letter informing Freedom Management Corporation of the purchase with dollar amount, client name and account number at the Fund.to:

Freedom Management Corp.
11615 Angus Road, Suite 104 - K
Austin Texas 78759, USA
Tel. (512) 346 9705

For transfers to the account from a bank located outside the United States

Dollar amount:$_________
Pay: Citibank NA

Citibank address: 111 Wall Street , New York, NY, 10043
SWIFT address: C I T I U 3 3

FBO: Charles Schwab & Co. Inc.
Account #: 4060-7595

For further credit to: Freedom Capital Fund, Ltd.
Account number: 3448-8280

Additionally please send a letter informing Freedom Management Corporation of the purchase with dollar amount, client name and account number at the Fund to:

Freedom Management Corp.
11615 Angus Road, Suite 104 - K
Austin Texas 78759, USA
Tel. (512) 346 9705

If by check:
Please make check out to Freedom Capital Fund, Ltd. and write “For deposit only” in the back. Please send to:

Freedom Management Corp.
11615 Angus Road, Suite 104 - K
Austin Texas 78759, USA
Tel. (512) 346 9705

Additionally accounts opened under the insured capital building program with class C shares may pay their premiums with Visa or Mastercard credit cards for any 6 month period.

The purchase of shares shall be registered at the next available net asset price of the Fund once the safe arrival of funds has been confirmed by the custodian of the Fund in the name of the beneficiaries as set forth in the opening form duly and completely filled out.

Class A. C and D shares shall be sold at the next available net asset value without sales commission. The fund may discount to the client account any costs and fees incurred in the transfer of funds into the clients account. The Freedom Capital Fund, Ltd. shall issue shares in full and /or fractional units.

Expenses of the Fund
The Fund shall assume the following expenses directly:

All taxes due such as but not limited to :on assets, dividends, interest, capital gains, and other withholdings.
All commissions with banks, brokers and other intermediaries used in the Fund’s transactions.
All fees for accounting, auditing and legal requirements of the Fund.
Expenses related to registration and licenses with government and regulating agencies.
All interest from financing activities of the Fund.

The Fund pays the Management Company a management fee of 3% (three per cent) per year on the Fund’s assets, which is calculated and charged on each of the unit valuation dates of the Fund. The Management Company may from time to time assume part or all of the Fund’s other expenses and/or may reduce the management fees it charges the Fund for any length of time it deems it convenient.

The Fund shall finance up to the full amount of distribution and sales commissions to the Management Company not to exceed 7% of the value issued in new shares. The sales commission loan shall generate enough interest to generate a 10% return on balances and in any case never less than the borrowing costs of the Fund. The loan shall be repaid over a maximum of 6 years and with 100% of the proceeds of any redemption fees received.

The Freedom Capital Fund, Ltd. may reimburse employees and persons involved in the running of the Fund for legal expenses. The reimbursement may be made for the total amount of legal expenses when these are incurred due to the person’s relationship with the Fund or when in the opinion of the management company these are due to unjust legal actions taken against the collaborators of the Fund.

Dividends
The Fund may pay dividends, which shall be declared by the Management Company and shall be paid to all shareholders registered with the Fund, at the opening of business on the last business day of the respective payment period. In the event that the reported profits for the previous reporting period of the Fund were not enough to cover the dividend, the missing balance may be paid as a partial distribution of capital. All dividends will be automatically reinvested in shares of the relevant Class of shares of the Fund originally purchased by the investor at the closing net asset value on the day the dividend is paid unless the shareholder instructs the Fund in writing to pay all dividends in cash. Physical payment of the dividend shall be disbursed during the following three business days.

Net asset value calculation
The net asset value of each share of the Freedom Capital Fund, Ltd is calculated by dividing the total assets of the Fund, less any liabilities, by the total number of Class A, B, C and D shares outstanding. The net asset value shall be expressed in U.S. dollars and shall be determined by the Management Company or its Custodian as of 4PM EST. the closing time of the principal stock exchange in the United States on the last business day of each week and the last business day of each month. The Management Company may when it deems it necessary increase the frequency of valuation dates for the Fund. Additionally the calculation for the net asset value of the Fund’s shares shall be done under the following policies and guidelines:

Equity securities options and warrants listed on an official stock exchange or organized over-the-counter market are valued on the basis of the last known sales price. If the same security is quoted on different markets, the quotation of the main market for this security will be used. If there is no relevant quotation or if the quotations are not representative, the evaluation will be done in good faith by the Management Company or its delegate with a view to establishing the probable sales price for such security.
Non-listed equity securities are valued on the basis of their probable sales price as determined in good faith by the Management Company.
Debt securities with long-term maturity are valued on the basis of the last known sales price in their respective principal exchange or organized over-the-counter market place. If such quotation were not relevant or available, the sales price would be determined in good faith by the Management Company or its delegate.
Short-term instruments such as bank certificates of deposit and bankers acceptances are valued at their nominal value plus accrued interest. Short-term obligations issued at discount will be valued at amortized cost.

In the event of it being impossible or incorrect to carry out a valuation in accordance with the above rules owing to particular circumstances, the Management Company or its delegate is entitled to use other valuation principles, in order to reach a proper valuation for the Fund.

The calculation of the net asset value of the Fund’s shares may be suspended in the following circumstances, in addition to any others legally permissible situations:

During any period when any market or stock exchange is closed, which is the main market or stock exchange for a significant part of the Fund’s assets, or in which trading thereon is restricted or suspended;
During any period when an emergency occurs as a result of which sale by the Fund of assets which represent a substantial portion of its portfolio is not practically feasible and/or when it is not possible to transfer monies for purchase or from divestiture of investments at normal rates of exchange; and/or when it is not practically feasible for the Management Company or its delegates to fairly determine the fair asset value of the Fund’s shares;
During any breakdown in the means of communication normally employed in determining the price of any of the Fund’s investments or of current prices on any stock exchange;
When for any reason the prices of any investments owned by the Fund cannot be reasonably, promptly or accurately ascertained; or
During any period when remittance of monies which will or may be involved in the realization of or in the payment of any of the Fund’s investments cannot in the option of the Management Company be carried out at normal rates of exchange.

Redemption of shares
Shareholders of the Fund have the right to redeem their shares by written request with notarized signature addressed to Freedom Management Corporation. The Management Corporation processes redemption requests on the days when net asset value of the Fund’s shares is calculated, currently the last business day of each week. In order to be processed that day, written redemption requests together with all necessary supporting documentation must be received by 3:00 pm central time. In the redemption letter the investor should include the following minimum information:

Name of principal beneficiary
Identification
Fund account number
Number of shares you wish to redeem
Appropriate letters of authorization if beneficiary is a corporation or other entity.
Notarized signature

Please send to:

If By Regular mail:
Freedom Management Corp.
11615 Angus Road, Suite 104 - K
Austin Texas 78759, USA

If By Fax:
Freedom Management Corporation
Attn: Redemptions
(512) 346 9705
Austin , Texas , United States

For your safety the Fund and its custodians reserve the right to reconfirm the authenticity of any redemption request. The shares shall be redeemed by the Fund at the next available net asset valuation date following the reception arrival date of the redemption request at the Management Company’s offices as listed in this prospectus.

A shareholder shall have the option of having the redemption proceeds mailed or wired to a bank account pre-designated by the shareholder. In case of payment by check, it will be issued to the beneficiary of the account and sent to his or her address of record, which needs to have remained unchanged for at least the last 10 business days. Said proceeds will be sent within the next three business days following the valuation redemption date. Payment for redemptions of recently purchased shares may be delayed while the Fund confirms the safe arrival of the initially invested funds.

Investors should note that the shares of the Fund will fluctuate and that they may be worth less at the time of redemption than their original cost.

If total requests for redemption on any valuation date exceed 10% (ten percent) of the Fund’s outstanding shares, the Fund may reduce all requests in due proportion so that not more than 10% (ten percent) will be redeemed. To the extent possible, the unredeemed portion will be redeemed at the next valuation date.

Surrender Charges
The Management Company will charge a redemption fee of 1% (one percent) of the amount value in the redemption of Class A shares when the liquidation occurs during the first year of any investment. For the following years there would be no surrender charges for Class A shares.

In the case of shares Class C and D, the Management Company will charge a redemption fee during the first 6 years according to the following:

First Year 8%
Second Year 7%
Third Year 6%
Fourth Year 5%
Fifth Year 4%
Sixth Year 3%

The redemption fees for Class A, C and D shares shall be applicable regardless of change of ownership, or due to change of beneficiary in the event of will or inheritance. As of the seventh year of purchase there is no redemption fee for Class C and D shares.

Taxation to investors
As far as the Fund has knowledge at the time of inception it was not subject to income tax, withholding tax, taxation on capital gains, nor capital taxes by the Island of Nevis . This situation could change in the future and is not be within the control of the Freedom Capital Fund, Ltd.

Investors who invest in the Freedom Capital Fund, Ltd. from any of the different countries where the Fund’s shares are sold may be subject to various taxes in their own jurisdictions, which will reduce their investment returns. Shareholders should consult their tax advisors with respect to any taxes applicable to their acquisition, holding, dividends, capital distributions or disposition of the Fund’s shares. Likewise they should consult their tax attorneys and stay informed of any modifications or changes made by Nevis or their respective countries of citizenship, residence and or domicile for any changes or situations that may affect their tax liability.

Termination of the Fund
In the event of the winding up of the fund by decision of a meeting of the shareholders, liquidation will be carried out by one or several liquidators appointed by the meeting of shareholders effecting such winding up and which shall determine their compensation. Any amounts not claimed promptly by any shareholders will be deposited in escrow. Any amounts not claimed after 7 years shall be transferred in the initial beneficiaries name to another similar fund or donated to non-profit charitable organizations.