A copy of this prospectus, which comprises a prospectus by CMA Global Hedge PCC Limited (the ‘‘Company’’) for theissue of Shares, in relation to CMA Global Hedge 1 (the ‘‘Cell’’), prepared in accordance with the Listing Rules and theProspectus Rules made pursuant to section 73A of the Financial Services and Markets Act 2000, has been filed with theFinancial Services Authority in accordance with Rule 3.2 of the Prospectus Rules.

The Shares are only suitable for investors (i) who understand the potential risk of capital loss and that there may belimited liquidity in the underlying investments of the Company, (ii) for whom an investment in the Shares is part of adiversified investment programme and (iii) who fully understand and are willing to assume the risks involved in suchan investment programme.

Application has been made to the Financial Services Authority for the entire share capital of the Company issued andto be issued in connection with the Placing (the ‘‘Shares’’) to be admitted to the Official List of the Financial ServicesAuthority and for the Shares to be admitted to trading on the London Stock Exchange’s main market for listedsecurities. The Company and the Directors, whose names appear on page 27 of this prospectus, accept responsibilityfor the information contained in this prospectus. To the best of the knowledge and belief of the Company and theDirectors (who have taken all reasonable care to ensure that such is the case), the information contained in thisprospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinances 1959 to 1989 has been obtained for theissue of this prospectus and associated raising of funds. In giving its consent, neither the Guernsey Financial ServicesCommission nor the States of Guernsey Policy Council accepts any responsibility for the financial soundness of theCompany or for the correctness of any of the statements made or opinions expressed with regard to it.

Capitalised terms contained in this prospectus shall have the meanings set out in Part V. References in this prospectusto the ‘‘Company’’ should also be construed as references to its ‘‘Cell’’ where relevant.

CMA Global Hedge PCC Limited(a closed-ended investment protected cell company incorporated with limited liability

under the laws of Guernsey with registered number 44929)

Placing of Sterling Shares, Euro Shares and US dollar Shares and admissionto the Official List and to trading on the London Stock Exchange’s main

marketJoint Global Coordinators, Joint Bookrunners and Joint Sponsors

Lehman Brothers Merrill Lynch InternationalManager

C.M. Advisors Ltd.Co-lead Distributors

EFG Bank EFG Eurobank Securities

Lehman Brothers and Merrill Lynch International, which are both authorised and regulated in the UK by theFinancial Services Authority, are acting for the Company and for no one else in connection with the Placing and willnot be responsible to anyone other than the Company for providing the protections afforded to the respectivecustomers of Lehman Brothers and Merrill Lynch International or for affording advice in relation to the Placing, thecontents of this prospectus or any matters referred to herein.

The attention of potential investors is drawn to the Risk Factors set out on pages 13 to 26 of this prospectus. The latesttime and date for applications under the Placing is 5.00 p.m. on 18 July 2006. Further details of the Placing are set outin Part III of this prospectus.

In connection with the Placing, Merrill Lynch International (or any agent or other person acting for Merrill LynchInternational), as stabilisation manager, may over-allot or effect transactions intended to enable it to satisfy anyover-allocations or which stabilise, maintain, support or otherwise affect the market price of the Shares at a levelhigher than that which might otherwise prevail for a period of 30 days after the results of the Placing are announced.However, there may be no obligation on Merrill Lynch International, or any agent of Merrill Lynch International, todo this. Such transactions may be effected on the London Stock Exchange and any other securities market, over thecounter market, stock exchange or otherwise. Such stabilising, if commenced, may be discontinued at any time, andmust be brought to an end 30 days after the results of the Placing are announced. Save as required by law, MerrillLynch International does not intend to disclose the extent of any over-allotments and/or stabilisation transactionsunder the Placing.

In connection with the Placing, the Company will grant Merrill Lynch International, on behalf of the Placing Agents,EFG Bank and EFG Eurobank Securities, an option (the ‘‘Over-allotment Option’’), exercisable for 30 days after theresults of the Placing are announced, to make available additional Shares of up to 15 per cent. of the aggregatenumber of Shares available in the Placing (before any exercise of the Over-allotment Option) at the Issue Price tocover over-allotments, if any, made in connection with the Placing and to cover short positions resulting fromstabilisation transactions.

SUMMARY

This summary should be read as an introduction to this prospectus and any decision to invest in the Sharesshould be based on consideration of this prospectus as a whole. Where a claim relating to the informationcontained in this prospectus is brought before a court, a claimant investor may, under the nationallegislation of an EEA state, have to bear the costs of translating this prospectus before the legal proceedingsare initiated. Civil liability attaches to the Company and its Directors, who are responsible for thissummary, including any translation of this summary, but only if the summary is misleading, inaccurate orinconsistent when read together with the other parts of this prospectus.

The Company

CMA Global Hedge PCC Limited is a new Guernsey, closed-ended, investment protected cell companyestablished to invest in a portfolio of hedge funds managed by C.M. Advisors Ltd, a Bermuda-basedexempt company offering investment management and advisory services to funds of hedge funds as well ashedge fund related products.

The investment objective of the Company will be to seek to achieve superior risk-adjusted returns byinvesting the proceeds of the Placing and borrowed funds in a diversified portfolio of individual hedgefunds selected by the Manager. In particular, the Company will aim to borrow an amount equal toapproximately 100 per cent. of its net asset value (2x leverage) and will invest in an actively managedportfolio of underlying funds across a diversified and balanced range of alternative investment strategies,targeting a net return of LIBOR(1) plus 7 per cent. over the long term once the proceeds of the offering arefully invested and leverage is employed.

Its listed, issued share capital following Admission will comprise Sterling Shares, Euro Shares and USdollar Shares which will be traded on the London Stock Exchange.

Application has been made to the UK Listing Authority for all the Shares issued and to be issued pursuantto the Placing to be admitted to the Official List. Application has been made for the Shares to be admittedto trading on the London Stock Exchange’s main market for listed securities.

Investment in the Company is only suitable for institutional, high net worth and private retail clientsseeking long term appreciation who understand the risks involved in the Company, including the risk ofloss of capital.

The Directors and the Manager reserve the right not to proceed with the Placing if the Initial GrossProceeds are less than US$200 million or such lesser amount as the Directors and the Manager in theirabsolute discretion may decide.

Competitive strengths

The Directors believe that the Company possesses a number of competitive strengths that will assist it increating long-term value for its Shareholders. It intends to build on the strengths described below toachieve its investment targets.

• Experienced and Proven Manager. The Manager is an experienced investment manager of funds of hedgefunds with an 8-year audited track record and with a long history of attracting institutional funds undermanagement. Since inception of CMA Multi-Hedge Arbitrage and CMA Multi-Hedge Growth inMay 1998, the two oldest running CMA funds of hedge funds, no fund of hedge funds managed with fulldiscretion by the Manager has declined in value over a full calendar year.

The Manager has an experienced management team and has had very low employee turnover with onlytwo senior analysts and one junior analyst leaving since inception. In addition, the Manager’s founders,Sabby Mionis and Angelos Metaxa, have committed to remain with the Manager and its researchsubsidiaries at least until the end of 2010.

• Strong focus on Risk-return Profile and Absolute Returns. The Company’s investment strategy aims toachieve consistent returns, net of fees and expenses, of LIBOR(1) plus 7 per cent. at relatively lowvolatility compared to the equity markets by investing in a diversified portfolio of hedge funds employinga variety of strategies.

(1) The relevant LIBOR rate for each class of Shares is the LIBOR rate in the relevant currency for each class of Shares

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• Rigorous and Transparent Investment Process. The Manager and its research team employ a thorough andtransparent research and due diligence process with 15 hedge fund analysts located in Geneva and NewYork and a proprietary database of 2,500 hedge funds.

• Alignment of Shareholder and Investment Manager Interests. The founders of the Manager, Sabby Mionisand Angelos Metaxa, have committed to invest US$20 million in the Company and the Shares that thefounders acquire as part of the Offer will be subject to a 2-year lock-up agreement. In addition, theultimate parent company of the Manager, EFG International, has committed to invest US$20 million inthe Company. Shares acquired by EFG International as part of the Offer will not be subject to a lock-upagreement.

Investment strategies

The Manager will seek to accomplish the Company’s investment objectives by investing the Company’sassets predominantly in hedge funds worldwide (most of which are managed from London, or from themajor financial centres of the United States) whose managers employ a variety of investment strategies.The Company will seek to invest on a leveraged basis in 35-50 individual hedge funds adopting a ‘‘bottomup’’ selection approach to produce a portfolio which is diversified across all major hedge fund strategies,with relatively uncorrelated returns between strategies and markets, while enforcing a rigorous anddisciplined approach to risk management, with the objective of producing stable returns with relatively lowvolatility. It is intended that up to 15 per cent. of the assets of the Company may be used to seed new hedgefunds, in return for equity or a share of revenues in the management companies of these funds.

Directors

The Directors are responsible for the determination of the investment policy of the Company and haveoverall responsibility for the Company’s activities. The majority of the Directors are independent of theManager. The Directors of the Company are Christopher Fish (Chairman), Emmanuel Gavaudan andJames Lee.

The Manager

C.M. Advisors Ltd (the ‘‘Manager’’ or ‘‘CMA’’) is responsible for the day-to-day management of the assetsof the Company. The Manager provides investment management and advisory services to funds of hedgefunds and hedge fund related products. Since its foundation in 1997, the Manager has built an eight yearaudited track record and has a consistent double digit growth in both assets under management andprofitability. Initially, the Manager had been based in the Bahamas (Capital Management Advisors Ltd.Bahamas) but since June 2002 the Manager has been established in Bermuda. The Manager is a subsidiaryof EFG International, a global private banking group, head-quartered in Zurich and listed on the SwissExchange with a market capitalisation of approximately $4.5 billion.

Fees

The Manager will be entitled to a management fee payable quarterly in arrear at a rate of 1.25 per cent.per annum of the Total Assets of the Company calculated and accrued on a monthly basis and payablequarterly.

In addition, a performance fee of 5 per cent. of the amount (if any) by which the Net Asset Value of theCompany at the end of any accounting period (ending on the 31st December) exceeds the Net Asset Valueat launch or at the start of any such accounting period (or, if higher, the highest previous Net Asset Valuein respect of which a performance fee was paid) is payable. This performance fee is therefore subject to aso-called ‘‘high watermark’’ test. The calculation of the total amount of any performance fee will beadjusted for the repurchase or issue of Shares in any given accounting period.

Borrowing powers

At Admission, the Company will employ no leverage. However, the Company will have power, within thelimits of its investment policy, to borrow up to 100 per cent. of its Net Asset Value at the time of thedrawdown for the purpose of acquiring additional hedge fund assets. The amount of outstanding financialleverage may vary with prevailing market or economic conditions.

In addition to this, the Company will also have the power to borrow up to a further 25 per cent. of its NetAsset Value at the time of drawdown to enable it to fund the repurchase of Shares and a further 15 per

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cent. for general working capital purposes. The Manager will monitor the overall leverage of the Company,including monitoring the leverage of the Investee Funds, on an ongoing basis and may make anyadjustments to investments accordingly.

In aggregate, therefore, the total leverage of the Company will not exceed 140 per cent. of the Net AssetValue at the point of drawdown.

The Company will also be indirectly exposed to leverage to the extent that Investee Funds are themselvesleveraged.

Discount control and conversion provisions

The Board reserves the right, in its absolute discretion, to implement a tender offer for up to 25 per cent.of any class of Shares in issue in the Company if, over the 12 months preceding any financial year end ofthe Company, the relevant class of Shares has traded, on average at a discount in excess of 3 per cent. tothe average Net Asset Value per Share (calculated by averaging the market price as at the NAVCalculation Date at the end of each month during the period). The Board believes that the combination ofthis discretionary mechanism together with the ability to buy back Shares on an ongoing basis will serve tomaintain any market price discount to Net Asset Value at a consistently low level.

Twice yearly, as at the NAV Calculation Dates for June and December, Shareholders may convert Sharesof any class into Shares of any other class on the basis of the ratio of the NAV of the class of Shares held(less the costs of effecting such conversion) to the NAV of the class of Shares into which they will beconverted.

Currency risk management

The Company will invest in underlying assets, which are predominately US dollar denominated as mosthedge funds raise money in US dollars. The Company will therefore be exposed to changes in the exchangerate between sterling and the US dollar and euros and the US dollar which, unhedged, have the potentialto have a significant effect on returns for each of the Sterling and Euro Share classes. The Directorsbelieve that it is in the best interest of Shareholders for the Company to consistently engage in currencyhedging (subject to the availability of appropriate foreign exchange and credit lines) in an attempt toreduce the impact on the Sterling Shares and Euro Shares of currency fluctuations and the volatility ofreturns which may result from such currency exposure. This will involve hedging the appropriate part ofthose assets to sterling and euros, through the use of monthly rolling forward foreign exchangetransactions. The Company may invest, on occasion, in underlying assets which are not US dollardenominated. In such event, the Company will hedge this currency exposure into US dollars.

The Company’s currency hedging policy will be for the purposes of efficient portfolio management only.The Company has no intention of using the currency hedging facility for the purposes of currencyspeculation for is own account.

Further issues of Shares

Under the Articles, the Directors have wide powers to issue further Shares on a pre-emptive andnon-pre-emptive basis but will only do so at a price per Share that is not less than the then estimatedprevailing Net Asset Value per Share. However, the Board will not issue more than 10 per cent. of theissued share capital of the Company in any year without prior Shareholder approval.

Risk factors

An investment in the Shares is subject to a number of risks and uncertainties which may prevent theCompany from meeting its targeted return and which cause the value of the shares to decline significantly.

Consequently, investors contemplating an investment in Shares should recognise that the market value ofShares can fluctuate and may not always reflect their underlying value. No guarantee is given, express orimplied, that Shareholders will receive back any of their original investment or that the Shares will not betrading at a discount to their Net Asset Value.

The Company is a recently established investment company with no operating history and no historicalfinancial statements or other meaningful financial data with which investors can evaluate an investment inthe Shares. Past performance of any investment fund managed or advised by the Manager should not berelied upon as an indication of the future performance of the Company.

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The ability of the Company to achieve its investment objectives will depend on the Manager’s ability toselect hedge funds which will achieve sufficiently high returns so as to meet the Company’s targeted return.If the Manager is not able to identify suitable investments because of capacity constraints in some hedgefunds, because of a loss of its key personnel, because of regulatory changes or for any other reason, it willadversely affect the Company’s ability to achieve its investment objectives.

Moreover, losses resulting from adverse market movements will be amplified as a result of the leverageemployed by the Company and many of the funds in which it invests.

Legal, tax and regulatory changes could occur during the term of the Company that may adversely affectthe Company, its Shareholders or the Investee Funds in which the Company invests.

The value of funds into which the Company invests may be adversely affected by changes in equity prices,interest rates, exchange rates, inflation rates and commodity prices as well as market volatilities. Inaddition, funds may lose value as a result of fraud or misconduct by the manager of an Investee Fund or asa result of a default by a counter party with whom the Investee Fund has entered into, for example, aderivatives contract or security loan arrangement.

Investors in the Shares should be aware that Net Asset Values reported by the Company will be based oninformation received from Investee Fund managers. These net asset values will typically be estimates only,subject to revision through the end of each Investee Fund manager’s annual audit. Should these net assetvalues be substantially incorrect this could result in a material revision of the Net Asset Value of theShares.

The Manager and its respective affiliates, together with Directors, may be involved in other financial,investment or professional activities which may on occasion give rise to conflicts of interest with theCompany. In particular, the Manager serves as manager to other funds of hedge funds and may give adviceto take action with respect to such other clients that differs from the advice given with respect to theCompany.

Investors should also be aware that Shareholders will not have the right to have their Shares redeemed orrepurchased by the Company at any time and will generally need to sell their shares to another investor inorder to realise their investment in the Shares. Because the Shares have not traded previously, there can beno guarantee that a liquid market in the Shares will develop and investors may find it difficult to dispose oftheir investments.

Prospective Shareholders should also note that the exercise by the Directors of the Company’s powers torepurchase Shares is entirely discretionary and they should place no expectation or reliance on theDirectors exercising such discretion on any one or more occasions.

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CONTENTS

Page

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

DIRECTORS, MANAGER AND ADVISERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

PART I—INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28TARGETED RETURNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28HISTORICAL RETURNS OF THE MANAGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29BACKGROUND TO HEDGE FUNDS AND FUNDS OF HEDGE FUNDS . . . . . . . . . . . . . . 31INVESTMENT POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32INVESTMENT STRATEGIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33INVESTMENT PRINCIPLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36INVESTMENT PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36BORROWING POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38CURRENCY RISK MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39EFFECT OF HEDGING ON THE LIQUIDITY OF THE COMPANY . . . . . . . . . . . . . . . . . . 39NET ASSET VALUE PUBLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39DEALINGS IN SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40DISCOUNT MANAGEMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40FURTHER ISSUES OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41DISTRIBUTION POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42REPORTS AND ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

PART II—DIRECTORS, MANAGEMENT AND ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . 43DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43MANAGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48MEETINGS AND REPORTS TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48AUDIT AND REMUNERATION COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

PART III—PLACING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49PLACING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49OVER-ALLOTMENT AND STABILISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50CREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50DEALINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50TRANSFER OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50FURTHER ISSUE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

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PART IV—ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52INCORPORATION AND ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52DIRECTORS’ AND OTHER INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53CELLS AND ALLOCATION OF ASSETS AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . 55TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56MEMORANDUM AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68THIRD PARTY SOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68AVAILABILITY OF PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68MINIMUM ALLOTMENT REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

PART V—DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

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Important Notices

This prospectus does not constitute, and may not be used for the purposes of, an offer or an invitation tosubscribe for any Shares by any person (i) in any jurisdiction in which such offer or invitation is notauthorised; or (ii) in any jurisdiction in which the person making such offer or invitation is not qualified todo so; or (iii) to any person to whom it is unlawful to make such offer or invitation. In particular, theShares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the‘‘Securities Act’’) or with any securities regulatory authority of any State or other jurisdiction of the UnitedStates and may not be offered or sold within the United States, or to, or for the account or benefit of, USPersons (as defined in Regulation S under the Securities Act (‘‘Regulation S’’) except pursuant to anexemption from such registration). In addition the Company has not been and will not be registered underthe US Investment Company Act of 1940, as amended (the ‘‘Investment Company Act’’), and investors willnot be entitled to the benefits of the Investment Company Act. The Shares have not been approved ordisapproved by the US Securities and Exchange Commission, any State securities commission in theUnited States or any other US regulatory authority, nor have any of the foregoing authorities endorsed themerits of the offering of the Shares in the United States or to US Persons or passed upon whether suchoffering may constitute a violation of US law. Applicants for Shares will be required to certify that they arenot ‘‘US Persons’’ and are not subscribing for Shares on behalf of US Persons.

The Shares have not been, and will not be, registered under the relevant securities laws of Canada,Australia or Japan. Accordingly, and subject to certain exemptions, the Shares may not be offered, sold ordelivered, directly or indirectly, in or into Canada, Australia or Japan or to or for the account or benefit ofany national, resident or citizen of Canada, Australia or Japan.

In relation to each member state of the European Economic Area which has implemented the ProspectusDirective (other than Austria, Denmark and The Republic of Italy), (each, a ‘‘Relevant Member State’’) anoffer to the public of the Shares may not be made in that Relevant Member State, other than the offerscontemplated in the prospectus in Finland, Greece, Ireland, Luxembourg, The Netherlands, Norway,Portugal, Spain and Sweden once the prospectus has been passported in such jurisdictions in accordancewith the Prospectus Directive as implemented in Finland, Greece, Ireland, Luxembourg, The Netherlands,Norway, Portugal, Spain and Sweden, except that an offer to the public in that Relevant Member State ofany Shares may be made at any time under the following exemptions under the Prospectus Directive, ifthey have been implemented in that Relevant Member State:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not soauthorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the lastfinancial year; (2) a total balance sheet of more than A43,000,000 and (3) an annual net turnover ofmore than A50,000,000, as shown in its last annual or consolidated accounts;

(c) by the Placing Agents, EFG Bank and EFG Eurobank Securities, to fewer than 100 natural or legalpersons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining theprior consent of the Placing Agents for any such offer; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Shares shall result in a requirement for the publication by the Company orany Placing Agent or EFG Bank or EFG Eurobank Securities of a prospectus pursuant to Article 3 of theProspectus Directive.

For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any offer of Sharesin any Relevant Member State means the communication in any form and by any means of sufficientinformation on the terms of the offer and any Shares to be offered so as to enable an investor to decide topurchase or subscribe for the Shares, as the same may be varied in that Relevant Member State by anymeasure implementing the Prospectus Directive in that Relevant Member State and the expression‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure ineach Relevant Member State.

During the period up to but excluding the date on which the Prospectus Directive is implemented inmember states of the European Economic Area, this prospectus may not be used for, or in connectionwith, and does not constitute, any offer of Shares or an invitation to purchase or subscribe for any Shares inany member state of the European Economic Area in which such offer or invitation would be unlawful.

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The distribution of this prospectus in other jurisdictions may be restricted by law and therefore personsinto whose possession this prospectus comes should inform themselves about and observe any suchrestrictions.

Notice to prospective investors in Austria

No public offer within the meaning of section 24 of the Austrian Investment Funds Act(Investmentfondsgesetz) or section 33 of the Austrian Investment Funds Act or section 1 para 1 no 1 of theAustrian Capital Market Act (Kapitalmarktgesetz) of the Shares is being made in Austria. The Shares arenot registered or authorised for distribution under the Austrian Investment Funds Act. The Shares arebeing offered by way of a private placement in Austria to a limited number of addressees in Austriawhereby the Company has determined the identity of the addressees of the Offer by name before themarketing was commenced.

The Company is not under the supervision of the Austrian Financial Market Authority(Finanzmarktaufsichtsbehorde) or any other Austrian supervision authority. In particular, the structure ofthe Company, its investment objectives, investor’s participation therein, etc. may differ from the structure,investment objectives, investor’s participation, etc. of investment vehicles provided for in the AustrianInvestment Funds Act or the Austrian Capital Market Act.

Neither this document nor any other document in connection with the Shares is a prospectus according tothe Austrian Investment Funds Act or the Austrian Capital Markets Act and has therefore not been drawnup, audited and published in accordance with such acts. Neither this document nor any other documentconnected with the Shares may be distributed, passed on or disclosed to any other person in Austria, saveas specifically agreed with the Company. No steps may be taken that would constitute a public offer of theShares in Austria and the Offer may not be advertised in Austria. This document is distributed under thecondition that the above obligations are accepted by the recipient and that the recipient undertakes tocomply with the above restrictions.

Notice to prospective investors in Belgium

This prospectus and related documents have not been approved in Belgium and are not intended toconstitute, and may not be construed as, a public offering in the Kingdom of Belgium. Accordingly, thesedocuments may not be distributed or circulated to, and the securities may not be offered or sold to, anymember of the public in the Kingdom of Belgium other than institutional investors listed in article 3.2 ofthe Royal Decree of 7 July 1999 (the ‘‘Royal Decree’’), acting for their own account, or investorssubscribing for a minimum amount of EUR 250,000.00 each pursuant to article 3.1 of the Royal Decreeand, provided any such investor qualifies as a consumer within the meaning of article 1.7 of the Law of14 July 1991 on consumer protection and trade practices (the ‘‘Consumer Protection Law’’), such offer orsale is made in compliance with the provisions of the Consumer Protection Law and its implementinglegislation.

Notice to prospective investors in Denmark

This prospectus has not been filed with or approved by the Danish Financial Supervisory Authority or anyother regulatory authority in the Kingdom of Denmark.

The Shares have not been offered or sold and may not be offered, sold or delivered directly or indirectly inDenmark, unless the Company is approved by the Danish Financial Supervisory Authority pursuant toSection 16 of the Danish Act on Investment Associations, Special-Purpose Associations and OtherCollective Investment Schemes Etc. and Executive Order no. 1445 of 21 December 2005 on MarketingCarried out by Certain Foreign Investment Undertakings in Denmark issued pursuant thereto as amendedfrom time to time.

Notice to prospective investors in United Arab Emirates

The Company represents and agrees that the Shares have not been, and are not being, publicly offered,sold, promoted or advertised in the United Arab Emirates (including the Dubai International FinancialCentre) other than in compliance with the laws of the United Arab Emirates (and the Dubai InternationalFinancial Centre) governing the issue, offering and sale of securities. Further, this prospectus does notconstitute a public offer of securities in the United Arab Emirates (including the Dubai InternationalFinancial Centre) and is not intended to be a public offer. This prospectus has not been approved by orfiled with the Central Bank of the United Arab Emirates or the Dubai Financial Services Authority.

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Notice to prospective investors in France

Neither this prospectus prepared in connection with the Shares nor any other offering material relating tothe Shares has been submitted to the clearance procedures of the Autorite des Marches Financiers ornotified to the Autorite des Marches Financiers by the competent authority of another member state of theEuropean Economic Area.

Each of the Company and the Placing Agents has not offered or sold and will not offer or sell, directly orindirectly, the Shares to the public in France, and has not distributed or caused to be distributed and willnot distribute or cause to be distributed to the public in France, this prospectus or any other offeringmaterial relating to the Shares, and that such offers, sales and distributions have been and will be made inFrance only to (a) providers of the investment service of portfolio management for the account of thirdparties and (b) qualified investors (investisseurs qualifies) other than individuals, all as defined in, and inaccordance with, Articles L. 411-1, L. 411-2 and D. 411-1 of the French Code monetaire et financier.

The Shares may be resold directly or indirectly only in compliance with Articles L. 411-1, L. 411-2, L. 412-1and L. 621-8 to L. 621-8-3 of the French Code monetaire et financier.

Notice to prospective investors in Hong Kong

The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You areadvised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of thisprospectus, you should obtain independent professional advice.

Please note that (i) Shares may not be offered or sold in Hong Kong by means of this prospectus or anyother document other than to professional investors within the meaning of Part I of Schedule 1 to theSecurities and Futures Ordinance of Hong Kong (Cap. 571) and any rules made thereunder (professionalinvestors), or in other circumstances which do not result in this document being a ‘‘prospectus’’ as definedin the Companies Ordinance of Hong Kong (Cap. 32) or which do not constitute an offer or invitation tothe public for the purposes of the Companies Ordinance, and (2) no person shall issue or possess for thepurposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relatingto Shares which is directed at, or the contents of which are likely to be accessed or read by, the public inHong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respectto Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to suchprofessional investors.

Notice to prospective investors in Israel

This Offer is intended solely for investors listed in the First Supplement of the Israeli Securities Law, 1968to whom an offer of securities may be made without the publication of a prospectus in accordance with theIsraeli Securities Law, 1968. A prospectus has not been prepared or filed, and will not be prepared or filedwith the Israeli Securities Authority in connection with this Offer. Subject to any applicable law, thesecurities offered by this Offer may not be offered or sold to more than thirty-five offerees, in theaggregate, who are resident in the State of Israel, and who are not listed in the First Supplement of theIsraeli Securities Law, 1968.

Notice to prospective investors in the Republic of Italy

This prospectus and the Offer of the Shares have not been cleared by CONSOB (the Italian SecuritiesExchange Commission) nor by the Bank of Italy and—therefore—no Shares may be offered, nor maycopies of this prospectus or any other documentation relating to the Shares be distributed, in the Republicof Italy.

The Shares may not be offered, and copies of this prospectus or any other documentation relating to theShares may not be distributed, in the Republic of Italy except, in such case, in accordance with:(i) Legislative Decree No. 58 of 24 February 1998 and its implementing rules and regulations issued byCONSOB and the Bank of Italy; (ii) Legislative Decree No. 385 of 1 September 1993 and its implementingrules and regulations (iii) the Bank of Italy regulations of 14 April 2005; and (iv) any other applicable rulesand regulations.

Notice to prospective investors in Monaco

The Shares, Offer and distribution can only be made in Monaco to:

(a) highly qualified and sophisticated investors acting on their own account; and

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(b) institutional investors that are duly authorised,

as defined in accordance with Law n� 1.194, as amended by Law n� 1.241 dated 3 July 2001.

The placement of the Shares in the territory of the Principality of Monaco can only be undertaken bylicensed financial institutions as defined by Law n� 1.194 as above.

Notice to prospective investors in Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore underthe Securities and Futures Act, Chapter 289 of Singapore (the ‘‘Securities and Futures Act’’). Accordingly,the Shares may not be offered or sold or made the subject of an invitation for subscription or purchase normay this prospectus or any other document or material in connection with the offer or sale or invitation forsubscription or purchase of any Shares be circulated or distributed, whether directly or indirectly, to anyperson in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities andFutures Act, (b) to a relevant person, or any person pursuant to Section 275(1A) of the Securities andFutures Act, and in accordance with the conditions specified in Section 275 of the Securities and FuturesAct, or (c) pursuant to, and in accordance with the conditions of, any other applicable provision of theSecurities and Futures Act.

Each of the following relevant persons specified in Section 275 of the Securities and Futures Act who hassubscribed for or purchased Shares, namely a person who is:

(a) a corporation (which is not an accredited investor) the sole business of which is to hold investmentsand the entire share capital of which is owned by one or more individuals, each of whom is anaccredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments andeach beneficiary is an accredited investor,

should note that shares, debentures and units of shares and debentures of that corporation or thebeneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporationor that trust has acquired the shares under Section 275 of the Securities and Futures Act except:

(a) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person,or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance withthe conditions, specified in Section 275 of the Securities and Futures Act;

(b) where no consideration is given for the transfer; or

(c) by operation of law.

Notice to prospective investors in Switzerland

The Company does not qualify as a foreign investment fund pursuant to the Swiss Federal Act onInvestment Funds of 18 March 1994, as amended, and may be offered to the public in Switzerland. TheCompany and the Offer, respectively, are not subject to supervision, and licensing, respectively, by theSwiss Federal Banking Commission.

General

Prospective investors should rely only on the information contained in this prospectus. No broker, dealeror other person has been authorised by the Company, its Directors, the Placing Agents, EFG Bank or EFGEurobank Securities to issue any advertisement or to give any information or to make any representationin connection with the offering or sale of the Shares other than those contained in this prospectus and, ifissued, given or made, any such advertisement, information or representation must not be relied upon ashaving been authorised by the Company, its Directors, the Placing Agents, EFG Bank or EFG EurobankSecurities.

Prospective investors should not treat the contents of this prospectus as advice relating to legal, taxation,investment or any other matters. Prospective investors should inform themselves as to: (a) the legalrequirements within their own countries for the purchase, holding, transfer, redemption or other disposalof Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, redemptionor other disposal of Shares which they might encounter; and (c) the income and other tax consequenceswhich may apply in their own countries as a result of the purchase, holding, transfer, redemption or otherdisposal of Shares. Prospective investors must rely upon their own representatives, including their own

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legal advisers and accountants, as to legal, tax, investment or any other related matters concerning theCompany and an investment therein.

None of Lehman Brothers, Merrill Lynch International, EFG Bank or EFG Eurobank Securities make anyrepresentations, express or implied, or accept any responsibility whatsoever for the contents of thisprospectus nor for any other statement made or purported to be made by it or by any of them or on its ortheir behalf in connection with the Company, the Shares or the Placing. Each of Lehman Brothers, MerrillLynch International, EFG Bank and EFG Eurobank Securities accordingly disclaims all and any liability(save for any statutory liability) whether arising in tort or contract or otherwise which it might otherwisehave in respect of this prospectus or any such statement.

Statements made in this prospectus are based on the law and practice currently in force in Guernsey and inEngland and Wales and are subject to changes therein.

This prospectus should be read in its entirety before making any application for Shares.

Application has been made to the UK Listing Authority for all the Shares to be issued pursuant to thePlacing, to be admitted to the Official List. Application has also been made for such Shares to be admittedto trading on the London Stock Exchange’s main market for listed securities. It is expected that suchadmissions will become effective and that dealings in such Shares will commence on 24 July 2006.

All times and dates referred to in this prospectus are, unless otherwise states, references to London timesand dates.

The contents of the Manager’s website do not form part of this document.

This prospectus contains certain forward-looking statements based on assumptions and expectations offuture performance, taking into account currently available information. These assumptions andexpectations may change as a result of many possible events or factors, not all of which are known.Investors should consider this risk before making an investment decision and should read in full the riskfactors set out on pages 13 to 26 of this document.

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EXPECTED TIMETABLE

2006

Latest date for receipt of Placing commitments* . . . . . . . . . . . . . . . . . . . . 5.00 p.m. on 18 JulyResults of Placing announced . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 JulyDealings in Shares commence on the London Stock Exchange . . . . . . . . . . 24 JulyCREST stock accounts credited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 JulyCertificates for Shares dispatched . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . week commencing 24 July

* The Directors may, with the prior approval of the Placing Agents, after such date shorten or lengthen the offer period, to a dateno earlier than 13 July 2006 and no later than 25 July 2006. In the event that the offer period is altered, the Company will notifypotential investors of such change through the publication of a notice through a regulatory information service provider to theLondon Stock Exchange.

PLACING STATISTICS

Share class Issue Price Expected Opening NAV

US dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10 $9.65Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £ 10 £9.65Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A 10 A9.65

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RISK FACTORS

Investors are referred to the risks set out below. Only those risks which are material and currently known tothe Company have been disclosed. No assurance can be given that Shareholders will realise a profit or willavoid a loss on their investment. Investment in the Company is suitable only for persons who can bear theeconomic risk of a substantial or entire loss of their investment and who can accept that there may belimited liquidity in the Shares. Additional risks and uncertainties not currently known to the Company, orthat the Company deems to be immaterial, may also have an adverse effect on its business. Potentialinvestors should review this prospectus carefully and in its entirety and consult with their professionaladvisers before making an application for Shares.

Risks relating to the Company

No operating history

The Company is a recently established investment company and has no operating history. Accordingly,there are no historical financial statements or other meaningful operating or financial data with which toevaluate the Company and its performance. An investment in the Company is therefore subject to all ofthe risks and uncertainties associated with a new business, including risk that the Company will not achieveits investment objectives and that the value of your investment could decline substantially as aconsequence.

No reliance on past performance

Whilst the Company’s investment strategy and objective, investment process and portfolio managementwill be consistent, insofar as possible, with those used by the Manager in constructing other portfolios ofinvestments of the types in which the Company currently intends to invest, the fee structure and expensesof the Company, the use of differing rates of leverage, the exact mix of Investee Funds and strategies usedby the Company and the proportion of the Company’s investments in such Investee Funds and strategieswill differ from those used by similar advised portfolios of the Manager. The Company may not always beable to invest in the same funds that other portfolios of the Manager have invested in to the same extent orat all. Any historic returns from other advised funds of the Manager are not necessarily indicative of thefuture performance of the Company.

Achieving investment objectives

The success of the Company will depend on the Manager’s ability to advise on, and identify, investments inaccordance with the Company’s investment objectives and to allocate the assets of the Company to suchinvestments in an optimal way. This, in turn, will depend on the ability of the Manager to apply itsinvestment process in a way which is capable of identifying a suitable number of Investee Funds to investinto. Achievement of the investment objectives will also depend, in part, on the ability of the Manager toprovide competent, attentive and efficient services to the Company under the terms of its ManagementAgreement. There can be no assurance that the Manager will be able to do so or that the Company will beable to invest its assets on attractive terms or generate any investment returns for Shareholders or indeedavoid investment losses.

In taking on responsibility for the investment of the assets of the Company, the Manager will be materiallyincreasing its overall assets under management. The Manager’s ability to invest these assets in appropriateinvestments may be constrained by lack of capacity in targeted Investee Funds, or in the market generally.The growth in the interest in, and demand for, investment into hedge funds has resulted in greatercompetition amongst hedge funds in the market and may reduce the opportunities available to theManager to invest in attractive Investee Funds.

The success of the Company depends on the Manager’s ability to select the right Investee Funds andpredict their investment returns. Furthermore, the success of the Company also depends on the ability ofthe managers of Investee Funds to develop and implement successful investment strategies.

Diversification

Although the Manager will seek to obtain diversification by advising on the selection of a number ofdifferent hedge funds with different strategies or styles, it is possible that the selected Investee Funds maytake substantial positions in the same security or group of securities at the same time or may be impactedby the same external market influences.

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The Company seeks to diversify its assets through investments with various managers of Investee Funds.Such diversification may not be achieved if insufficient investment opportunities are available or assetsavailable for investment are insufficient as a result of insufficient subscriptions. In addition, although thediversification of the Company’s investments (through the managers of the various Investee Funds) in avariety of securities and industries is intended to reduce the Company’s exposure to adverse eventsassociated with specific issuers or industries, the number of investments by the managers of the InvesteeFunds will be limited and the portfolios of some managers of Investee Funds may be highly concentrated inparticular companies, industries or countries. In addition, a number of Investee Funds may be invested inthe same companies, industries or countries. As a consequence, the Company’s returns as a whole may beadversely affected by the unfavourable performance of even a single investment or strategy by a managerof an Investee Fund or could be negatively impacted by a single event if a number of Investee Funds areaffected by such event.

Initial investment phase

The Company expects the proceeds of the Placing to be invested within two months of Admission and theadditional leverage to be invested within six months following Admission. Until such time as the Companyis fully invested, the assets of the Company will be invested in assets with investment returns which arematerially lower than the target returns of the Company. In addition, the Company will introduce leveragegradually over the initial six month period. Until the Company is fully invested and employing its targetleverage, returns are expected to be below the Company’s target. An investment in the Company should beconsidered as a medium to long-term investment. Shareholders who dispose of their investment over theshort term may achieve a lower return on their investment as compared with Shareholders holding for thelonger term and are more likely to receive a return which is below the targeted return of the Company.

Conflicts of interest

The Manager and its respective affiliates may serve as managers to other clients. As a result, the Managerand its respective affiliates may have conflicts of interest in allocating investments among the Companyand the other clients and in effecting transactions between the Company and other clients, including onesin which the Manager and its respective affiliates may have a greater financial interest. Where appropriate,the Manager and its respective affiliates may give advice or take action with respect to such other clientsthat differs from the advice given with respect to the Company.

The Manager and its respective affiliates may be involved in other financial, investment or professionalactivities which may on occasion give rise to conflicts of interest with the Company. In particular, theManager may provide investment management, investment advisory or other services in relation to anumber of funds which may have similar investment policies to that of the Company, or one or moreInvestee Funds.

The Manager and its affiliates may carry on investment activities for their own accounts, for the accountsof their employees (and their families) and for other accounts in which the Company has no interest. TheManager and its affiliates also provide management services to other clients, including other collectiveinvestment vehicles. The Manager and its affiliates may give advice and recommend securities to othermanaged accounts or investment funds which may differ from advice given to, or securities recommendedor bought for, the Company, even though their investment programmes may be the same or similar.

Certain inherent conflicts of interest arise from the fact that the Manager and its affiliates generally carryon other investment activities in which the Company will have no interest. It should be noted that one ofthe Directors, James Lee, is the Deputy Chief Executive Officer of EFG International, the parent companyof the Manager.

The Directors are or may become directors of and/or investors in other companies, including funds ofhedge funds. However, the Directors will not be involved in the day to day investment decision making forthe Company, this role having been delegated to the Manager.

Key personnel

The ability of the Company to achieve its investment objectives is significantly dependent upon theexpertise of the Manager and underlying portfolio managers and their ability to attract and retain suitablestaff. While Sabby Mionis and Angelos Metaxa, the founders of the Manager, are contractually committedto remain with the Manager and/ or its research subsidiaries until December 2010 (subject to limited rights

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to exit in specified circumstances), such obligation may be waived by EFG International at any time. Inaddition, there are no similar restrictions in place in relation to other key personnel. The impact of thedeparture of a key individual on the future ability of the Manager to achieve the investment objectivescannot be determined and may depend on the ability of the Manager to recruit individuals of a similarexperience and calibre. There can be no guarantee that the Manager would be able to do so.

Management Agreement

The Company has entered into a management agreement with the Manager. This ManagementAgreement can be terminated by the Manager and the Company with 18 months notice in writing, suchnotice not to expire until the second anniversary of Admission. Where the Manager terminates theManagement Agreement, no assurance can be given that the Company will find a replacement manager(to manage the Company’s assets) of similar experience and calibre.

Leverage

The Company will employ leverage in order to increase its investment exposure with a view to achievingthe Company’s target returns at the target volatilities.

While leverage presents opportunities for increasing total returns, it can also have the effect of increasinglosses. If income and capital appreciation on investments made with borrowed funds are less than the costsof the leverage, the net asset value of the Company will decrease. The effect of the use of leverage is toincrease the investment exposure, the result of which is that, in a market that moves adversely, the possibleresulting loss to investors’ capital would be greater than if leverage were not used.

There can be no assurance that leverage facilities will always be available and a loss of, or reduction in, theleverage facilities, including as a consequence of any breach in the terms of any leverage facilityconstituting an event of default, will result in a reduction in the investment exposure of the Company and aconsequence risk of reduced returns. Additionally, any reduction in the availability of leverage facilitiesmay result in the Company being required to liquidate some or all of its investments at prevailing prices,which may be unfavourable. Any renewal of leverage facilities may be subject to change in its terms and/orapplicable interest margins. Any entity providing leverage facilities will rank in priority to any Shareholderin the event of a liquidation of the Company and in such an eventuality the value of the Company’s assetsmay only be sufficient to repay the amounts borrowed under such facilities. This would result in theamount available to be repaid to Shareholders being reduced to zero.

In addition, leverage providers may place restrictions on investments that are made by the Company. Ifthese restrictions prevent the Company from investing as it would like, it has the potential to adverselyaffect returns.

Investee Funds may utilise a substantial degree of leverage, particularly with regard to certain arbitragestrategies. In particular, the Investee Funds may generate leverage through the use of options, futures,options on futures, swaps and other synthetic or derivative financial instruments. Such financialinstruments inherently contain much greater leverage than a non-margined purchase of the underlyingsecurity, commodity or instrument. This is due to the fact that generally only a very small portion (and insome cases none) of the value of the underlying security, commodity or instrument is required to be paid inorder to make such investments. As a result of leverage employed by Investee Funds and by the Company,small changes in the value of the underlying assets may cause a relatively large change in the value of theCompany. Many such financial instruments are subject to variation or other interim margin requirements,which may force premature liquidation of investment positions.

Investors should be aware that the use of leverage both by the Company and by underlying Investee Fundscan be considered to multiply the leverage effect on their investment returns. As described above, whilethis effect will be beneficial when markets are rising, it may result in a substantial loss of capital whenmarkets are falling. Investors should consider carefully the overall leverage profile of the Company whenconsidering making an investment into the Shares of the Company.

Regulatory risks

The Company is subject to laws and regulations enacted by national and local governments. In particular,the Company is subject to and will be required to comply with certain regulatory requirements that areapplicable to listed closed-end investment companies which are domiciled in Guernsey. These includecompliance with any decision of the Guernsey Financial Services Commission. In addition, the Company is

15

subject to the continuing obligations imposed by the UK Listing Authority on all companies whose sharesare listed on the Official List of the UK Listing Authority.

Furthermore, the laws and regulations affecting the Company, the regulatory environment for hedge funds(and funds of hedge funds) and the managers of hedge funds are also evolving.

Any change in the law and regulation affecting the Company or any changes in the regulation affectinghedge funds or hedge fund managers generally may have a material affect on the ability of the Company tocarry on its business and pursue its investment policy. Any such changes may also adversely affect the valueof investments held by the Company, the ability of the Company to invest in funds with maximum liquidityand the ability of the Company to obtain the leverage it might otherwise obtain. In such event, theinvestment returns of the Company may be materially adversely affected.

For regulatory, tax and other purposes, the Company and the Shares may not be treated in a similar way indifferent jurisdictions. For instance, in certain jurisdictions and for certain purposes, the Shares may betreated as more akin to holding units in a collective investment scheme. Furthermore, in certainjurisdictions, the treatment of the Company and/or the Shares may be uncertain or subject to change, or itmay differ depending on the availability of certain information or disclosure by the Company of thatinformation. The Company may be constrained from or may find it unduly onerous to disclose any or all ofsuch information or to prepare or disclose such information in a form or manner, which satisfies theregulatory, tax or other authorities in certain jurisdictions. Failure to disclose or make availableinformation in the prescribed manner or format, or at all, may adversely impact investors in thosejurisdictions.

Changes in taxation

Any change in the Company’s tax status, or in taxation legislation in either Guernsey or the UnitedKingdom or any jurisdiction in which Investee Funds are resident, could affect the value of the investmentsheld by the Company or the Company’s ability to achieve its investment objectives or alter the post taxreturns to Shareholders. Statements in this prospectus concerning the taxation of Shareholders are basedupon current Guernsey tax law and practice, which law and practice is, in principle, subject to change thatcould adversely affect the ability of the Company to meet its investment objectives and which couldadversely affect the taxation of Shareholders.

Currency risk

Prospective investors should be aware that the Company’s portfolio will comprise predominantly US$denominated investments. Whilst the Company will (subject to the availability of appropriate foreignexchange and credit lines) engage in currency hedging in an attempt to reduce the impact on the Company(and in particular the non-US$ denominated classes of Share) of currency fluctuations and the volatility ofreturns which may result from such currency exposure, there can be no assurance that such hedgingtransactions will be effective or beneficial. In certain circumstances such currency hedging may beexpensive, reduce returns or result in losses on the Company’s investment portfolio. Accordingly, theabsolute returns achieved on each class of Share will differ significantly over time. The Company’sexpected currency hedging technique necessarily excludes intra-month variations in the Net Asset Value.

Whilst the Manager will take steps to ensure that foreign exchange and credit lines are in place for theCompany, there can be no assurance that such foreign exchange and credit lines will remain in place and insuch event the Company may be further exposed to the risk of currency fluctuations and the volatility ofreturns and potential losses which may result from such currency exposure.

Valuation of portfolio investments

It is intended that the Administrator will each month publish the Net Asset Value of the Company as at theend of the previous month and will provide weekly estimates from September 2006. The Investee Funds ortheir managers or administrators in most cases provide prices as at each month end. To the extent that suchinformation is not available in a timely manner, the Net Asset Value will be published based on estimatedvalues of the Investee Funds and on the basis of the information available to the Administrator at the time.There can be no guarantee that the Company’s investments could ultimately be realised at any suchvaluation.

Because of overall size, concentration in particular markets and maturities of positions held indirectly bythe Company (i.e. through Investee Funds selected by the Manager), the value at which its investments can

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be liquidated may differ, sometimes significantly, from the interim valuations obtained by the Company. Inaddition, the timing of liquidations may also affect the values obtained on liquidation. Securities to be heldby the Company may routinely trade with bid-offer spreads that may be significant. At times, third partypricing information may not be available for certain positions held by the Company. In addition, theInvestee Funds may hold loans or privately placed securities for which no public market exists.Furthermore, managers of Investee Funds will generally face a conflict of interest in providing valuationsto the Administrator since such valuations will affect the compensation of the manager of such InvesteeFund.

In calculating the Net Asset Value, the Administrator will be relying on estimates of the value of InvesteeFunds which will be supplied by the managers or administrators of those funds. Such estimates will beunaudited and may be subject to little independent verification or other due diligence and may not complywith generally accepted accounting practices or other valuation principles. In addition, these entities maynot provide estimates of the value of Investee Funds, or may do so irregularly, with the result that thevalues of such investments may be estimated by and at the discretion of the Administrator. In the eventthat a price or valuation estimate accepted by the Company in relation to an underlying investmentsubsequently proves to be incorrect or varies from the final published price, no adjustment to anypreviously published Net Asset Value will be made.

When deciding whether to invest, or continue investing in, an Investee Fund the Manager carries out noindependent investigation of the ownership of the assets of the Investee Fund or the administrator to theInvestee Fund. Instead the Fund Manager relies on audited accounts and other financial informationprovided to it by the Investee Fund. In the event that the Investee Funds do not own or there is a defect inthe ownership of the underlying investments this could have an adverse impact on the ability of theCompany to achieve its investment objectives.

Risks relating to protected cell companies legislation

Protected Cell Companies legislation is a relatively new concept which has not been subject to extensiveconsideration or challenges in the Courts of Guernsey or elsewhere. Whilst, since its initial implementationin Guernsey, similar legislation has been introduced in various parts of the world, there can be noguarantee that the Courts of jurisdictions other than Guernsey would recognise the protections to investorsand creditors afforded by the Ordinance and, in particular, there can be no guarantee that such Courtswould recognise that a creditor of a particular cell may have recourse only to the assets of such cell in orderto satisfy any liability to the creditor.

Disclosure and confidentiality

Managers of Investee Funds may seek to impose stringent confidentiality provisions on the Company. Suchconfidentiality provisions may conflict with the Company’s duty of disclosure under the Listing Rules,Prospectus Rules and the Disclosure Rules. In such circumstances the Manager will seek to negotiateprovisions so as to allow the Company to comply with its disclosure obligations. In the event that this is notpossible, the Company will not invest in the relevant Investee Fund. This may lead to the Company havingto decline otherwise attractive investment opportunities.

Reliance on service providers

The Company has no employees and the Directors have all been appointed on a non-executive basis. TheCompany is therefore reliant upon the performance of third party service providers for its executivefunction. In particular, the Manager, Administrator, Custodian and Registrar will be performing serviceswhich are integral to the operation of the Company. Failure by any service provider to carry out itsobligations to the Company in accordance with the terms of its appointment could have a materiallydetrimental impact on the operation of the Company and could affect the ability of the Company to meetits investment objectives.

Multiple fees

Managers and other service providers of Investee Funds will normally be compensated or will receiveallocations on terms that may include fixed and/or performance-based fees or allocations. As a result, theCompany, and indirectly a Shareholder, will pay multiple investment management and other serviceprovider fees. In addition to the fees paid by the Company to the Manager, fees paid to Investee Funds willgenerally, for fixed fees, if applicable, range from 1 per cent. to 2 per cent. per annum of the average net

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asset value of the Investee Fund and performance fees or allocations are likely to range from 20 per cent.to 25 per cent. of the net capital appreciation in the Investee Fund for the relevant performance feemeasurement period. Performance figures issued by the Company and stated performance targets will benet of these.

Reputation risk

The Manager, and its parent company, may be exposed to reputational risks. In particular, they areexposed to the risk that litigation, misconduct, operational failures, negative publicity and pressspeculation, whether or not it is valid, will harm their reputation. Such negative publicity could be based onmisconduct by a client, allegations that they do not fully comply with regulatory requirements oranti-money laundering rules, publicity about politically exposed persons in their respective client bases,allegations that a regulator is conducting investigations involving either of them, or the conduct of businessof introducers or third party managers linked to them. Any damage to the reputation of the Manager or itsparent company could result in potential Investee Funds being unwilling to deal with the Manager and byextension the Company. This could have an impact on the ability of the Company to achieve its investmentobjectives.

Risks relating to the investment strategy

Market risk

Market risk is risk associated with changes in market prices or rates. While the Company intends to hold adiversified portfolio of Investee Funds, there are certain general market conditions in which anyinvestment strategy is unlikely to be profitable. Neither the underlying managers of the Investee Funds northe Manager has any ability to control or predict such market conditions. Although with respect to marketrisk, the Company’s investment approach is designed to achieve broad diversification on a global basisacross financial markets in an attempt to reduce the Company’s exposure to any single market, from timeto time, multiple markets could move together against the Company’s underlying investments and theCompany could suffer losses.

The performance of the Company’s investments depends to a great extent on correct assessments of thefuture course of market price movements and other investments by managers of Investee Funds. There canbe no assurance that Investee Fund managers will be able to predict accurately these price movements. Allmarkets can be characterised by great volatility and unpredictability and the investment strategies utilisedby Investee Funds, always have some, or in certain cases a significant degree of, market risk and can benegatively affected by movements in such market(s).

General economic and market conditions, such as currencies, interest rates, availability of credit, inflationrates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national andinternational political circumstances may affect the price level, volatility and liquidity of securities pricesand result in losses for the Investee Funds.

Manager risk

Manager risk is the risk of loss due to Investee Fund manager fraud, intentional or inadvertent deviationsfrom their communicated investment strategy, including excessive concentration, directional investingoutside of pre-defined ranges or in new capital markets, excessive leverage and risk taking, or simply poorjudgment.

In addition, the success of the investment policy of the Company is significantly dependent upon themanagers of the Investee Funds and their expertise and ability to attract and retain suitable staff.Incapacitation of key people within the managers of Investee Funds may adversely affect the Company.

Although the Manager will seek to invest the Company’s assets in Investee Funds whose portfoliomanagers exercise the highest level of integrity, and are operationally and organisationally meeting thehighest standards, the Manager will have no control over the day-to-day operations of any of the InvesteeFunds. As a result, there can be no assurance that every Investee Fund will conform its conduct to thesestandards. The failure of operations, IT systems, contingency/disaster recovery plans of an Investee Fundmay result to significant losses for the Investee Fund.

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Strategy risk

Strategy risk is associated with the failure or deterioration of an entire strategy such that most or allinvestment managers employing that strategy suffer losses. Strategy specific losses may result fromexcessive concentration by multiple investment managers in the same investment or general economic orother events that adversely affect particular strategies (e.g., the disruption of historical pricingrelationships). The strategies employed by the Investee Funds may be speculative and involve substantialrisk of loss in the event of such failure or deterioration.

Liquidity of Investee Funds

The Investee Funds may be or become illiquid, and the realisation of investments from them may take aconsiderable time and/or be costly. The Company’s investments in Investee Funds may not be readilyrealisable and their marketability may be restricted, in particular because Investee Funds may haverestrictions that allow redemptions only at specific infrequent dates with considerable notice periods, andapply lock-ups and/or redemption fees. The Company’s ability to withdraw monies from or invest moniesin underlying funds with such restrictions will be limited and such restrictions will limit the Company’sflexibility to reallocate such assets among underlying funds.

In addition, Investee Funds may have the ability to temporarily suspend the right of their investors toredeem their investment during periods of exceptional market conditions. It may therefore be difficult forthe Company to sell or realise its investments in the Investee Funds in whole or in part. In addition,liquidity may be subject to commitments made by the Manager as to the frequency of redemptions and/orlength of lock-up periods to secure capacity with such Investee Funds. Moreover, commitments made or tobe made by such Investee Funds with other investors in those funds, for example, granting such investorsenhanced liquidity, may adversely affect the Company’s investment in such funds. Withdrawals orredemptions by other investors in the same underlying fund may also negatively impact the value of theCompany’s investment in that Investee Fund.

Liquidity of investments held by Investee Funds and market characteristics

Investments held by Investee Funds may themselves be or become illiquid which may affect the ability ofthe Investee Funds to exit such investments, the returns made by those funds and in turn the Company.Such illiquidity may result from various factors, such as the nature of the instrument being traded, or thenature and/or maturity of the market in which it is being traded, the size of the position being traded, orbecause there is no established market for the relevant securities. Even where there is an establishedmarket, the price and/or liquidity of instruments in that market may be materially affected by certainfactors. Securities and commodity exchanges typically have the right to suspend or limit trading in anyinstrument traded on that exchange. It is also possible that a governmental authority may suspend orrestrict trading on an exchange or in particular securities or other instruments traded. A suspension couldrender it difficult for the Investee Funds to liquidate positions and thereby might expose the Company tolosses.

The market prices, if any, for such illiquid investments tend to be volatile and may not be readilyascertainable and the relevant Investee Fund may not be able to sell them when it desires to do so or torealise what it perceives to be their fair value in the event of a sale. The size of the Investee Funds’positions may magnify the effect of a decrease in market liquidity for such instruments. Changes in overallmarket leverage, deleveraging as a consequence of a decision by the counterparties with which the InvesteeFunds enter into repurchase/reverse repurchase agreements or derivative transactions to reduce the levelof leverage available, or the liquidation by other market participants of the same or similar positions, mayalso adversely affect the Investee Funds’ portfolios.

The sale of restricted and illiquid securities often requires more time and results in higher brokeragecharges or dealer discounts and other selling expenses than does the sale of securities eligible for tradingon national securities exchanges or in the over-the-counter markets. The Investee Funds may not be ablereadily to dispose of such illiquid investments and, in some cases, may be contractually prohibited fromdisposing of such investments for a specified period of time. Restricted securities may sell at a price lowerthan similar securities that are not subject to restrictions on resale.

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Concentration of investments

Investee Funds may at certain times hold a few relatively large investments and in some cases only oneinvestment. Any such investment could at any time decline significantly in value or otherwise be adverselyaffected, including by reason of default of the issuer, resulting in significant losses for the Company.

In addition, a number of Investee Funds might accumulate positions in the same or related investment atthe same time. Although the Manager attempts to monitor the Investee Funds, information regarding theactual investments made by underlying funds may be treated as confidential or otherwise be unavailable,and the Manager may be unable to determine whether such accumulations have taken place or take anyaction.

Investee Funds may invest in ‘‘special situations’’ and/or ‘‘events’’

Investee Funds may invest in companies involved in (or which are the target of) acquisition attempts ortender offers or mergers or companies involved in work-outs, liquidations, spin-offs, reorganisations,bankruptcies, share buybacks and other capital market transactions or ‘‘special situations’’. There exists therisk that the transaction in which such business enterprise is involved either will be unsuccessful, takeconsiderable time or will result in a distribution of cash or a new security the value of which will be lessthan the purchase price of the security or other financial instrument in respect of which such distribution isreceived. Similarly, if an anticipated transaction does not in fact occur, or takes more time thananticipated, the Investee Fund may be required to sell its investment at a loss. As there may be uncertaintyconcerning the outcome of transactions involving financially troubled companies in which the InvesteeFunds may invest, there is potential risk of loss by such Investee Funds of their entire investment in suchcompanies.

In some circumstances, investments may be relatively illiquid making it difficult to acquire or dispose ofthem at the prices quoted on the various exchanges. Accordingly, the Investee Funds’ ability to respond tomarket movements may be impaired and consequently an Investee Fund may experience adverse pricemovements upon liquidation of its investments which may in turn affect adversely the Company.Settlement of transactions may be subject to delay and administrative uncertainties.

An Investee Fund may invest in securities of issuers in weak financial condition, experiencing pooroperating results, having substantial financial needs or negative net worth, facing special competitive orproduct obsolescence problems, or issuers that are involved in bankruptcy or reorganisation proceedings.Investments of this type involve substantial financial and business risks that can result in substantial or totallosses. Among the problems involved in investments in troubled issuers is the fact that it frequently may bedifficult to obtain information as to the conditions of such issuers. The market prices of such securities arealso subject to abrupt and erratic market movements and above average price volatility, and the spreadbetween the bid and offer prices of such securities may be greater than normally expected. Such securitiesare also more likely to be subject to trading restrictions or suspensions. It may take a number of years forthe market price of such securities to reflect their intrinsic value. It is anticipated that some of the portfoliosecurities held by Investee Funds may not be widely traded, and that an Investee Fund’s position in suchsecurities may be substantial in relation to the market for those securities.

Derivatives

The Investee Funds may, as part of their investment policies and/or for hedging purposes, utilise bothexchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps,options and contracts for differences. These instruments can be highly volatile and expose investors to ahigh risk of loss. The low initial margin deposits normally required to establish a position in suchinstruments permit a high degree of leverage. As a result, depending on the type of instrument, a relativelysmall movement in the price of a contract or the underlying securities may result in a profit or a loss whichis high in proportion to the amount of funds actually placed as initial margin and may result in further lossexceeding any margin deposited. In addition, daily limits on price fluctuations and speculative positionlimits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses.

Furthermore, the use of derivative instruments involves certain special risks, including: (i) dependence onthe underlying fund’s ability to predict movements in the price of underlying securities and movements ininterest rates; (ii) when used for hedging purposes there may be an imperfect correlation between thereturns on the derivative instruments used for hedging and the returns on the investments or marketsectors being hedged; (iii) the fact that the skills needed to use these instruments may be different from

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those needed to select the underlying fund’s other investments and (iv) the possible impediments toeffective portfolio management or the ability to meet repurchase requests or other short-term obligationsattributable to the proportion of an Investee Fund’s assets segregated to cover its obligations.

Certain derivative instruments are not traded on an exchange or subject to direct government regulation.Rather, these instruments, which may be bilateral and customised as to terms, are traded through aninformal network of banks and other dealers, which have no obligation to make markets in theseinstruments and, in light of the unregulated nature of the agreements evidencing the transactions, canapply (and from time to time change) discretionary margin and credit requirements. Also, someinstruments traded off market may have fewer market makers, wider spreads between their quoted bid andasked prices and lower trading volumes, resulting in comparatively greater price volatility and less liquiditythan the securities of companies that have larger market capitalisations and/or that are traded on majorstock, commodities, or options exchanges or the market in general. It may therefore be impossible toliquidate an existing position, to assess the value of a position or to assess the exposure to risk. Contractualasymmetries and inefficiencies can also increase risk, such as break clauses, whereby a counterparty canterminate a transaction on the basis of a certain reduction in net asset value of an Investee Fund, incorrectcollateral calls or delays in collateral recovery. Derivative instruments also carry the risk of failure toperform by the counterparty to the transaction. The Investee Funds may also sell covered and uncoveredoptions on securities and other assets. To the extent that such options are uncovered, an Investee Fundcould incur an unlimited loss.

Trading in derivatives markets may be unregulated or subject to less regulation than in other markets.Derivatives markets are, in general, relatively new markets and there are uncertainties as to how thesemarkets will perform during periods of unusual price volatility or instability, market liquidity or creditdistress. The Company or the Investee Funds in which the Company invests could suffer substantial lossesfrom their derivatives holdings in these or other situations.

Options

Investee Funds may buy and sell options on securities and stock indices. The writer of a covered call optionassumes the risk of a decline in the market price of the underlying security to a level below the purchaseprice of the underlying security, less the premium received on the call option. The writer of a covered calloption also gives up the opportunity for gain on the underlying security above the exercise price of the call.The writer of a call option that is not covered assumes the additional risk that it will be required to satisfyits obligation to the buyer of the call option by making an open-market purchase of the underlyingsecurities on unfavourable terms. The buyer of a put or call option assumes the risk of losing the premiuminvested in the option.

Futures trading

Certain Investee Funds may trade financial futures and options. Futures prices can be highly volatilebecause of the low margin deposits normally required in futures trading, and because a high degree ofleverage is typical of a futures trading account. As a result, a relatively small price movement in a futurescontract may result in substantial losses to the investor. In addition, commodity exchanges may limitfluctuations in commodity futures contract prices during a single day and thus during a single trading dayno trades may be executed at prices beyond the ‘‘daily limit’’. Once the price of a futures contract for aparticular commodity has increased or decreased by an amount equal to the daily limit, positions in thecommodity can be neither taken nor liquidated unless managers are willing to effect trades at or within thelimit, which may hinder the ability of Investee Fund to trade.

Off-exchange transactions

Investee Funds may enter into off-exchange transactions, including spot, forward and option contracts.Investee Funds may also engage in swap transactions, consisting primarily of an exchange of a fixed pricefor an average floating price of a set quantity of a particular security or commodity or fixed incomeinstrument over an agreed period of time and even purchase cash securities commodities if marketconditions are believed to be warranted. Off-exchange contracts are not regulated and such contracts arenot guaranteed by an exchange or clearing house. Consequently, trading in these contracts is subject tomore risks than future or options trading on regulated exchanges, including, but not limited to, the riskthat a counterparty will default on an obligation. The counterparties will typically not be required to postcollateral. Off-exchange transactions are also subject to legal risks, such as the legal incapacity of a

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counterparty to enter into a particular contract or the declaration of a class of contracts as being illegal orunenforceable.

Short selling

Investee Funds may engage in a significant amount of short selling. Short selling, which involves sellingsecurities not currently owned (i.e. selling borrowed securities), necessarily involves certain additionalrisks. These transactions expose the Investee Fund to the risk of uncapped losses until a position can beclosed out due to the lack of an upper limit on the price to which a security may rise. There is the risk thatthe securities borrowed by an Investee Fund in connection with a short sale must be returned to thesecurities lender on short notice. If a request for return of borrowed securities occurs at a time when othershort sellers of the security are receiving similar requests, a ‘‘short squeeze’’ can occur, and the InvesteeFund may be compelled to replace borrowed securities previously sold short with purchases on the openmarket at the most disadvantageous time, possibly at prices significantly in excess of the proceeds receivedin originally selling the securities short. However, because the Company is invested in limited liabilityentities, any losses relating to such entities are limited to the extent of the Company’s investment in suchentities.

Interest rate fluctuations

The prices of several securities which may be held by Investee Funds tend to be sensitive to interest ratefluctuations and unexpected fluctuations in interest rates could cause the corresponding prices of the longand short portions of a position to move in directions which were not initially anticipated. In addition,interest rate increases generally will increase the interest carrying costs to the Investee Funds of borrowedsecurities and leveraged investments or the cost of leverage for the Company.

Furthermore, to the extent that interest rate assumptions underlie the hedging of a particular position,fluctuations in interest rates could invalidate those underlying assumptions and expose the Investee Fundsand consequently the Company to losses.

Debt securities

Investee Funds may invest in high yield bonds and preferred securities, which are rated in thenon-investment grade categories by the various credit rating agencies (or in comparable non-ratedsecurities categories). Securities in the non-investment grade categories are subject to greater risk of loss ofprincipal and interest than higher rated securities and may be considered to be predominantly speculativewith respect to the issuer’s capacity to pay interest and repay principal. They may also be considered to besubject to greater risk than securities with higher ratings in the case of deterioration of general economicconditions. Because investors generally perceive that there are greater risks associated withnon-investment grade securities, the yields and prices of such securities may fluctuate more than those forhigher-rated securities. The market for non-investment grade securities may be smaller and less active thanthat for higher-rated securities, which may adversely affect the prices at which these securities can be sold.

In addition, the Investee Funds may invest in debt securities which may be unrated by a recognised creditrating agency which are subject to greater risk of loss of principal and interest than higher-rated debtsecurities. The Investee Funds may invest in debt securities which rank behind other outstanding securitiesand obligations of the issuer, all or a significant portion of which may be secured on substantially all of thatissuer’s assets. The Investee Funds may invest in debt securities which are not protected by financialcovenants or limitations on additional indebtedness. The Investee Funds may therefore be subject tocredit, liquidity and interest rate risks. In addition, evaluating credit risk for debt securities involvesuncertainty because credit rating agencies throughout the world have different standards, makingcomparison across countries difficult. Also, the market for credit spreads is often inefficient and illiquid,making it difficult to hedge such risk or to calculate accurately discounting spreads for valuing financialinstruments.

Commodity and energy trading

A principal risk in commodity trading strategies is the traditional volatility (rapid fluctuation) in themarket prices of commodities. Because of the low margin deposits typically required in commoditycontract trading, a relatively small movement in the market price of a commodity contract may result in adisproportionately large profit or loss. Inherent risks are involved in the trading of energy derivatives,including options and futures. Market movements can be volatile and are difficult to predict. Activities by

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the major power producers can have a profound effect on spot prices which, in turn, substantially affectderivative prices, as well as the liquidity of such markets. Weather, politics, recession, inflation, tradepolicies, international events and other unforeseen events can also have a significant impact upon theseprices. A variety of possible actions by various government agencies also can inhibit profitability or canresult in losses. Such events could result in large market movements and volatile market conditions andcreate the risk of significant losses.

Emerging markets

Investee Funds may invest in emerging markets. Investments in emerging markets may, among otherthings, carry the risks of less publicly available information, more volatile markets, less strict securitiesmarket regulation, less favourable tax provisions, a greater likelihood of severe inflation, unstablecurrency, war and expropriation of personal property, inadequate investor protection, contradictorylegislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part ofmarket participants, lack of established or effective avenues for legal redress, lack of standard practicesand confidentiality customs characteristic of developed markets, and lack of enforcement of existingregulations. Hence, it may be difficult to obtain and enforce a judgment in certain emerging countries. Inaddition, the Investee Funds’ investment opportunities in certain emerging markets may be restricted bylegal limits on foreign investment in local securities. There can be no assurance that this difficulty inprotecting and enforcing rights will not have a material adverse effect on Investee Funds and theiroperations.

There is also the possibility of nationalisation, expropriation or confiscatory taxation, imposition ofwithholding or other taxes on dividends, interest, capital gains or other income, limitations on the removalof funds or other assets of the relevant Investee Fund, political changes, government regulation, socialinstability or diplomatic developments (including war) which could affect adversely the economies of suchcountries or the value of investments in those countries.

In addition, regulatory controls and corporate governance of companies in emerging markets confer littleprotection on minority shareholders. Anti-fraud and anti-insider trading legislation is often rudimentary.The concept of fiduciary duty to shareholders by officers and directors is also limited when compared tosuch concepts in developed markets. In certain instances management may take significant actions withoutthe consent of shareholders and anti-dilution protection also may be limited.

Hedging transactions

Managers of Investee Funds may utilise financial instruments such as forward contracts, options andinterest rate swaps, caps and floors to seek to hedge against declines in the values of their portfoliopositions (measured in terms of their base currencies) as a result of changes in currency exchange rates,certain changes in the equity markets and market interest rates and other events. It may not be possible forthe managers of Investee Funds to hedge against a change or event at attractive prices or at a pricesufficient to protect the assets of the Investee Funds from the decline in value of the portfolio positionsanticipated as a result of such change. In addition, it may not be possible to hedge against certain risks atall.

Portfolio turnover

Investee Funds are not generally restricted in effecting transactions by any limitation with regard to theirrespective portfolio turnover rates. In light of the Investee Funds’ investment objectives and policies, it ispossible that the portfolio turnover rates of one or more of the Investee Funds may be very high, which willresult in significant transaction costs for such Investee Funds, thereby reducing the investmentperformance of the Investee Funds.

Access to information from Investee Fund managers

The Manager will request information from each manager of an Investee Fund regarding that manager’shistorical performance and investment strategy. The Manager will monitor the performance of underlyinginvestments on a continuing basis as such information is made available to the Manager by the InvesteeFunds. However, the Manager may not always be provided with such information because certain of thisinformation may be considered proprietary information by the particular Investee Fund manager. This lackof access to independent information is a significant investment risk. Furthermore, the net asset valuesreceived by, or on behalf of, the Company from each manager of Investee Funds will typically be estimates

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only, subject to revision through the end of each Investee Fund manager’s annual audit, which may occuron a date other than 31 December. Revisions to the Company’s gain and loss calculations will be anongoing process, and no appreciation or depreciation figure can be considered final until the Company’sannual audit is completed.

Performance and Management Fee

Managers of the Investee Funds may receive compensation calculated by reference to the performance oftheir investments. Such compensation arrangements may create an incentive to make investments that areriskier or more speculative than would be the case if such arrangements were not in effect. In addition,because performance-based compensation is calculated on a basis that includes unrealised appreciation ofthe Investee Fund’s assets, such performance-based compensation may be greater than if suchcompensation were based solely on realised gains.

Managers of the Investee Funds may receive compensation calculated by reference to their assets undermanagement. Such compensation arrangements may create an incentive to increase their assets undermanagement regardless of their ability to effectively and optimally invest them.

Prime Broker and Custodian

Under the arrangements between Investee Funds and their prime brokers and custodians, the primebrokers and custodians will have rights to identify as collateral, to rehypothecate or to otherwise use fortheir own purposes assets held by them for the Investee Funds from time to time. Legal and beneficial titleto such assets may therefore be transferred to the relevant prime broker and custodian. The InvesteeFunds will have only a contractual right to the return of assets equivalent to those of the relevant assets.The Investee Funds may rank as one of the unsecured creditors of the relevant prime broker andcustodian. In the event of the insolvency of one of the Investee Funds’ prime brokers and custodians, therelevant Investee Fund might not be able to recover such equivalent assets in full. The Investee Funds willbe subject to the risk of the inability of the prime broker to perform with respect to transactions, whetherdue to insolvency, bankruptcy or other causes.

In addition, the nature of commercial arrangements made in the normal course of business between manyprime brokers and custodians means that in the case of any one prime broker or custodian defaulting on itsobligations to any of the Investee Funds, the effects of such a default may have negative effects on otherprime brokers with whom such Investee Fund or other Investee Fund deals. The Investee Funds and, byextension, the Company may, therefore, be exposed to systemic risk when the Investee Funds deal withprime brokers and custodians whose creditworthiness may be interlinked.

Counterparty risk

Investments made by Investee Funds may not be regulated by the rules of any stock exchange orinvestment exchange or other regulatory body or authority. The counterparties to such investments mayhave no obligation to make markets in such investments and may have the ability to apply essentiallydiscretionary margin and credit requirements. Furthermore, the Investee Funds will be subject to the riskof bankruptcy of, or the inability or refusal to perform with respect to such investments by, thecounterparties with which they deal.

Leverage

Investee Funds may operate with a substantial degree of leverage and not be limited in the extent to whichthey may borrow or engage in margin transactions. Leverage can be employed in a variety of waysincluding direct borrowing, margining (an amount of cash or eligible securities an investor deposits with abroker when borrowing to buy securities), short selling and the use of futures, warrants, options and otherderivative products. The positions maintained by such Investee Funds may in aggregate value be in excessof the net asset value of the Company. This leverage is used to increase the overall level of investment in aportfolio and presents the potential for a higher rate of total return but also increases the risk and volatilityof Investee Funds and, as a consequence the Company, including the risk of a total loss of the amountinvested. To the extent that the managers of the Investee Funds borrow funds, the rates at which they canborrow will affect their returns. In the event of a sudden, precipitous drop in value of the Investee Fund’sassets, the Investee Fund might not be able to liquidate assets quickly enough to repay its borrowings,further magnifying the losses incurred by the Investee Fund.

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Geopolitical risk

Investee Funds may invest in markets that have been created to achieve specific policy objectives andwhere the connection to policy development carries considerable risks. The value of such underlying fundscould be adversely affected by abrogation of international agreements and national laws which havecreated the market instruments in which Investee Funds will be investing, failure of the designated nationaland international authorities to enforce compliance with the same laws and agreements, failure of local,national and international organisation to carry out their duties prescribed to them under the relevantagreements, revisions of these laws and agreements which dilute their effectiveness or conflictinginterpretation of provisions of the same laws and agreements.

Investee Funds may be adversely affected by uncertainties such as terrorism, international politicaldevelopments, changes in government policies, taxation, restrictions on foreign investment and currencyrepatriation, currency fluctuations and other developments in the laws and regulations of the countries inwhich are invested.

Regulatory risk

Investee Funds may be established in jurisdictions where no or limited supervision is exercised on suchInvestee Funds by regulators. Investor protection may be less efficient than if supervision was exercised bya regulator.

In addition the regulatory environment for hedge funds is evolving and changes therein may adverselyaffect the ability of Investee Funds to pursue their investment strategies. In addition, the regulatory or taxenvironment for derivative and related instruments is evolving and may be subject to government orjudicial action which may adversely affect the value of investments held by Investee Funds. The effect ofany future regulatory or tax change on Investee Funds is impossible to predict.

Withholding tax

Certain income received by the Investee Funds may be subject to withholding tax, and income or gains ofthe Investee Funds may also be subject to tax. Such tax will not be recoverable.

Increasing size and maturity of hedge fund markets

The growth in the number of hedge funds and assets managed by such funds, together with the increase inother market participants (such as the proprietary desks of investment banks) may reduce theopportunities available for Investee Fund managers to generate returns and/or reduce the quantum ofthese returns. Historic opportunities for some or all hedge fund strategies may be eroded over time whilststructural and/or cyclical factors may reduce opportunities for Investee Fund managers temporarily orpermanently.

Risks relating to an investment in the Shares

General

An investment in the Shares of the Company carries the risk of loss of capital. The value of a Share can godown as well as up and Shareholders may receive back less than the value of their initial investment andcould lose all of the investment.

Liquidity of Shares

The Company has been established as a listed closed-ended vehicle. Accordingly, Shareholders will haveno right to have their Shares redeemed or repurchased by the Company at any time. While the Directorsretain the right to effect repurchase of Shares in the manner described in this prospectus, they are underno obligation to use such powers at any time and Shareholders should not place any reliance on thewillingness of the Directors so to act. Shareholders wishing to realise their investment in the Company willtherefore be required to dispose of their Shares on the market. There can be no guarantee that a liquidmarket in the Shares will develop or that the Shares will trade at prices close to their underlying Net AssetValue. Accordingly, Shareholders may be unable to realise their investment at Net Asset Value or at all.

The number of Sterling Shares, Euro Shares and US dollar Shares to be issued pursuant to the Placing isnot yet known, and there may be a limited number of holders of one or more classes of such Shares.Limited numbers and/or holders of such Shares may mean that there is limited liquidity in such Shares

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which may affect (i) an investor’s ability to realise some or all of his investment and/or (ii) the price atwhich such investor can effect such realisation and/or (iii) the price at which such Shares trade in thesecondary market. There can be no guarantee that each class of Share will be equally liquid and one classof Share may be materially less liquid than another.

Discount to Net Asset Value

The Shares may trade at a discount to Net Asset Value for a variety of reasons, including due to marketconditions or to the extent investors undervalue the management activities of the Manager. In addition, atany point in time there may be a material difference in the differential between the respective Net AssetValue and market price in respect of each class of Share. While the Directors intend to implement apro-active policy seeking to mitigate any discount to Net Asset Value, there can be no guarantee that thiswill be successful and the Directors accept no responsibility for any failure of any such strategy to effect areduction in any discount.

Lack of pre-emption rights

Under the laws of Guernsey, to which the Company is subject, there are no rules restricting the ability ofthe Directors to issue additional Shares on a non pre-emptive basis at any time. In the event that theDirectors were to issue further Shares in the future, and in particular were the Directors to issue Shares ata price less than the then prevailing Net Asset Value, this could have a detrimental effect on the Net AssetValues of existing Shares then in issue.

Potentially adverse tax consequences for German investors may make it difficult to offer or sell theShares to German investors

An investment in the Shares may be regarded as a fund investment under the German Investment Tax Act(Investmentsteuergesetz). If, and to the extent, the German Investment Tax Act applies, German investorswould become subject to an unfavourable tax regime. In particular, the Company may not be able to andcurrently does not intend to comply with the reporting, information and publication requirements underthe German Investment Tax Act. As a result, German taxpayers holding the Shares may be subject to apenalty taxation provided for in the German Investment Tax Act. Accordingly, offering the Shares toinvestors who are tax resident in Germany or selling the Shares on a secondary market to Germaninvestors may be difficult.

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DIRECTORS, MANAGER AND ADVISERS

DirectorsChristopher Fish (Chairman)

Emmanuel GavaudanJames Lee

(all of whom are non-executive)Arnold House

St. Julian’s AvenueSt. Peter Port

GuernseyGY1 3NF

ManagerC.M. Advisors Ltd

Thistle House4 Burnaby StreetHamilton HM11

Bermuda

Joint Global Coordinators, Joint Bookrunners and Joint Sponsors

Lehman Brothers Merrill Lynch International25 Bank Street Merrill Lynch Financial Centre

London 2 King Edward StreetE14 5LE London EC1A 1HQ

Co-lead distributors

EFG Bank EFG Eurobank SecuritiesBahnhofstrasse 16, PO Box 2255 10 Filellinon Street

8022 Zurich, Switzerland 105 57 Athens, Greece

Solicitors to the Company and the Placing Advocates to the Company (as to Guernsey law)(as to English law) Carey Olsen, 7 New StreetHerbert Smith LLP St Peter Port

Exchange House, Primrose Street Guernsey GY1 4BZLondon EC2A 2HS

Solicitors to Joint Global Coordinators, Joint Principal CustodianBookrunners and Joint Sponsors HSBC Custody Services (Guernsey) Limited

Allen & Overy LLP Arnold House, St Julian’s AvenueOne New Change St Peter Port

London EC4M 9QQ Guernsey, GY1 3NF

Administrator AuditorsHSBC Securities Services (Guernsey) Limited PricewaterhouseCoopers CI LLP

Arnold House, St Julian’s Avenue, National Westminster HouseSt Peter Port Le Truchot, St Peter Port

Guernsey GY1 3NF Guernsey GY1 4ND

Registrar and UK Transfer AgentCapita IRG plc

2nd FloorNo. 1 Le Truchot

St. Peter PortGuernsey

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PART I

INFORMATION ON THE COMPANY

Introduction

The Company is a new Guernsey incorporated closed-ended protected cell investment company which hasbeen established initially with one Cell, the CMA Global Hedge 1 for the purpose of investing in hedgefunds. The management of the Company’s assets is to be carried out by the Manager, a Bermuda-basedcompany providing investment management and advisory services to funds of hedge funds and hedge fundrelated products. Further information on the Manager is set out in Part II—Directors, Management andAdministration. The Company’s initial issued share capital will comprise Sterling Shares, Euro Shares andUS dollar Shares which will be traded on the main market of the London Stock Exchange.

The Company will seek to achieve superior risk-adjusted returns by investing the proceeds of the Placingand funds borrowed for investment purposes in 35-50 individual hedge funds selected by the Manager. Inparticular, the Company will aim to borrow an amount equal to approximately 100 per cent. of its NetAsset Value and will invest in an actively managed portfolio of underlying funds across a diversified andbalanced range of alternative investment strategies described below under ‘‘Investment Strategies’’.

Investment in the Company is only suitable for institutional, high net worth and private retail clientsseeking long term appreciation who understand the risks involved in the Company, including the risk ofloss of capital.

Competitive strengths

The Directors believe that the Company possesses a number of competitive strengths that will assist it increating long-term value for its Shareholders. It intends to build on the strengths described below toachieve its investment targets.

• Experienced and Proven Manager. The Manager is an experienced investment manager of funds of hedgefunds with an 8-year audited track record and with a long history of attracting institutional funds undermanagement. Since inception of CMA Multi-Hedge Arbitrage and CMA Multi-Hedge Growth inMay 1998, no fund of hedge funds managed with full discretion by the Manager has declined in valueover a full calendar year.

The Manager has an experienced management team and has had very low employee turnover with onlytwo senior analysts and one junior analyst leaving since inception. In addition, Sabby Mionis andAngelos Metaxa, the founders of the Manager, have committed to remain with the Manager and itsresearch subsidiaries at least until the end of 2010.

• Strong focus on Risk-return Profile and Absolute Returns. The Company’s investment strategy aims toachieve consistent returns net of fees and expenses of at least LIBOR(2) plus 7 per cent. at relatively lowvolatility as compared to the equity market generally by investing in a diversified portfolio of hedgefunds employing a variety of strategies.

• Rigorous and Transparent Investment Process. The Manager and its research team employ a thorough andtransparent research and due diligence process with 15 hedge fund analysts located in Geneva and NewYork and a proprietary database of 2,500 hedge funds.

• Alignment of Shareholder and Investment Manager Interests. The founders of the Manager, Sabby Mionisand Angelos Metaxa have committed to invest US$20 million in the Company and the Shares that thefounders acquire as part of the Offer will be subject to a 2-year lock-up agreement. In addition, theultimate parent company of the Manager, EFG International, has committed to invest US$20 million inthe Company. Shares acquired by EFG International as part of the Offer will not be the subject of alock-up agreement.

Targeted returns

The Company will seek to target annual average returns net of fees and expenses of LIBOR plus 7 percent. over the long term and once funds are fully invested and leverage has been fully applied. For thesepurposes, LIBOR means GBP LIBOR in the case of Sterling Shares, EUR LIBOR in the case of Euro

(2) The relevant LIBOR rate for each class of Shares is the LIBOR rate in the relevant currency for each class of Shares

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Shares and US dollar LIBOR in the case of US dollar Shares. LIBOR varies between currencies and overtime and the absolute returns achieved by each class of Shares will therefore be different over time. Thereis no guarantee that this target will be achieved. The Company will also seek to target a volatility (asmeasured by annualised standard deviation) of 7-8 per cent. Return and volatility figures are targets onlyand are based over the long term on the performance projections of the investment strategy and conditionsat the time of modelling and are therefore subject to change. There is no guarantee that any target returncan be achieved. Investors should not place reliance on such return in deciding whether to invest in theCompany.

Historical returns of the Manager

The Manager advises and manages funds of hedge funds and portfolios with total assets undermanagement at December 31, 2005 of US$1.55 billion. The total number of hedge funds followed by theManager is in excess of 2,500, with 500-600 new hedge funds being added every year, out of whichapproximately only 85 hedge funds have been approved for investment.

The two oldest running CMA funds of hedge funds and the CMA leveraged fund of hedge funds generatedthe following net total returns in US dollars (after deducting all fees and costs):

CMA Multi-Hedge Class A and CMA Multi-Hedge Class B currently have significantly higher fees than thefees that will apply to the Company and their historical returns would be higher if the same fees appliedsince inception.

VolatilityCompound (Standard Average Spread

Total Return Deviation Over Libor(Annualised) Annualised) (Annualised)(1)

% % %

Un-leveraged Fund of Hedge Funds(since inception on 30 April 1998 up to 30 April 2006)

CMA Multi-Hedge A Arbitrage . . . . . . . . . . . . . . . . . . . . . . . 7.24 4.02 3.56CMA Multi-Hedge B Growth . . . . . . . . . . . . . . . . . . . . . . . . 7.84 6.97 4.31Indicative adjusted leveraged basket(2) . . . . . . . . . . . . . . . . . . 11.20 9.61 7.81

(From 1 January 1999 up to 30 April 2006)Indicative adjusted leveraged basket(2) . . . . . . . . . . . . . . . . . . 13.89 7.56 10.41

Indices Performance(since inception on 30 April 1998 up to 30 April 2006)

HFRI Fund of Funds Composite Index . . . . . . . . . . . . . . . . . . . 6.68 6.00 3.12CSFB/Tremont Hedge Funds Index . . . . . . . . . . . . . . . . . . . . . . 8.29 6.90 4.74Leveraged Fund of Hedge Funds:

(since inception 30 November 2003 up to 30 April 2006)CMA Multi-Hedge E Leveraged(3) . . . . . . . . . . . . . . . . . . . . . 11.53 7.59 8.81Indices Performance

(since inception 30 November 2003 up to 30 April 2006)HFRX Equal Weighted Strategies Fund of Funds Composite

Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.02 3.12 1.23CSFB/Tremont Investable Hedge Funds Index . . . . . . . . . . . . 6.54 3.01 3.69

(1) These numbers are generated by taking the monthly performances over US LIBOR (source: Bloomberg), calculating thearithmetic average and annualising it.

(2) These figures are illustrative only. They are generated based on the arithmetic average of the adjusted monthly performances ofCMA Multi-Hedge Arbitrage and CMA Multi-Hedge Growth. These returns have been adjusted for the difference in themanagement and performance fees that will be payable by the Company (eg if the management fees were 0.5 percent. higherthan that payable by the Company that 0.5 percent. has been added back). In addition a notional leverage of 2 times is thenapplied (equivalent to that to be employed by the Company) using as monthly cost of leverage of USD LIBOR plus an annualspread of 1 per cent. The Sharpe ratio (2% risk-free rate) for the indicative adjusted leveraged basket from 30 April 1998 up to30 April 2006 was 0.95 and for the period from 1 January 1999 up to 30 April 2006 was 1.50.

(3) Since inception this fund has generated a cumulative return of 30.18%. The Sharpe ratio (2% risk-free rate) for CMA Multi-Hedge E Leveraged, which employs approximately 2.3X leverage since inception was 1.22 versus 0.64 for the HFRX EqualWeighted Strategies Fund of Funds Composite Index and 1.47 for the CSFB/Tremont Investable Hedge Funds Index over thesame time period. The largest monthly loss for CMA Multi-Hedge E Leveraged since inception was 4.02% versus 1.47% for theHFRX Equal Weighted Strategies Fund of Funds Composite Index and 1.09% for the CSFB/Tremont Investable Hedge FundsIndex over the same time period.

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CMA Multi Hedge Arbitrage Historical Performance

Monthly performance net of fees

Management Fee: (May 1998–April 2003) 1.25%, (May 2003–May 2006) 1.75%

Performance Fee 5.00%

Monthly Performance (%) Net of Fees

Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2006 . . . . . . 1.50 0.43 1.30 0.932005 . . . . . . 0.56 0.73 (0.08) (1.31) (0.07) 1.07 1.05 0.76 0.75 (0.92) 0.60 1.132004 . . . . . . 1.82 0.84 (0.16) 0.27 (0.57) (0.23) (0.17) 0.03 0.46 0.37 1.25 1.262003 . . . . . . 1.33 0.77 0.67 0.80 1.00 0.44 (0.62) (0.23) 1.09 1.16 0.41 0.502002 . . . . . . 0.72 (0.11) 0.11 0.38 0.15 (0.89) (0.87) (0.09) (0.04) 0.53 1.24 1.052001 . . . . . . 2.19 0.93 0.37 1.09 0.48 (1.03) 0.52 1.15 (1.29) 0.58 0.43 0.272000 . . . . . . 1.80 1.35 1.74 2.43 0.98 1.28 1.43 1.66 0.68 0.36 0.36 1.131999 . . . . . . 2.09 2.99 0.22 3.94 1.64 1.08 2.29 0.70 0.65 0.72 1.04 0.681998 . . . . . . (0.04) (1.09) 0.47 (2.62) (1.12) (5.34) 3.37 1.05

CMA Multi Hedge Growth Historical Performance

Monthly performance net of fees

Management Fee: (May 1998–April 2003) 1.25%, (May 2003–May 2006) 1.75%

Performance Fee 10.00%

Monthly Performance (%) Net of Fees

Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2006 . . . . . . 2.35 0.55 0.90 1.232005 . . . . . . 0.22 0.52 (0.75) (1.56) (0.05) 1.21 1.50 0.30 1.63 (1.09) 1.87 1.332004 . . . . . . 0.20 1.07 0.81 (0.40) (0.72) 0.06 (0.64) (0.20) 0.40 0.55 1.60 0.962003 . . . . . . 0.39 0.13 (0.16) 0.59 2.12 0.66 0.25 0.62 0.54 0.97 (0.07) 1.162002 . . . . . . 0.40 0.22 0.27 0.68 0.84 0.49 (0.18) 0.74 0.16 (0.64) 0.25 0.312001 . . . . . . 0.96 0.01 (0.66) 0.29 0.09 0.03 0.38 1.02 0.57 (0.51) 0.14 1.032000 . . . . . . 4.42 5.68 (1.23) (3.53) (0.66) 2.46 (0.80) 0.79 (0.39) (1.65) (0.80) 2.191999 . . . . . . 1.21 (0.26) 0.13 7.54 (0.02) 2.56 (1.29) 0.42 1.26 2.29 6.02 7.481998 . . . . . . (1.16) 2.85 0.81 (8.07) 1.62 (3.67) 2.77 5.57

CMA Multi Hedge Leveraged Historical Performance

Monthly performance net of fees

Management Fee: 1.00%

Performance Fee 5.00%

Monthly Performance (%) Net of Fees

Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2006 . . . . . . . . 4.52 1.12 2.25 1.772005 . . . . . . . . (0.22) 2.10 (1.79) (3.82) (0.13) 2.80 2.45 0.61 3.01 (4.02) 1.46 2.782004 . . . . . . . . 2.49 1.90 0.77 (2.15) (1.64) 0.56 (1.55) (0.24) 1.51 0.91 4.60 3.002003 . . . . . . . . 2.12

The Manager estimates that the above mentioned funds have delivered the following returns in May 2006:CMA Multi Hedge Arbitrage (1.09)%, CMA Multi Hedge Growth (2.13)%, CMA Multi Hedge Leveraged(3.95)% (employs approximately 2.3� leverage).

Investors should note that the above historical performance statistics of the Manager have been generatedby portfolios which have differing characteristics, in particular in relation to the fee structure and theleverage utilised, from the investment strategy of the Company. In assessing the ability of the Company tomeet its targeted returns, investors should place no reliance upon the historical performance of theManager as illustrated above.

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The Market Opportunity

Background to hedge funds and funds of hedge funds

‘‘Hedge fund’’ is a market term used to describe a range of funds whose managers typically have theflexibility to use a variety of sophisticated investment techniques not usually associated with pooledinvestment vehicles. Such techniques may include investing in long or short positions in equities, options,convertibles, warrants and other similar investments. In addition, some funds may employ gearing in orderto generate improved returns.

Hedge funds commonly aim to achieve absolute returns under all market conditions (i.e. growth in thevalue of investments), rather than relative returns (i.e. attempting to beat selected indices).

More than 8,500 hedge funds are in existence globally, having a range of target risk and return profiles,with over US$1 trillion of assets under management and a range of investment strategies such asconvertible/capital structure arbitrage, credit based, event driven, fixed income arbitrage and hedgedequity (source: Finance & Development, as at June 2006). While hedge funds have been in existence formore than thirty years in one form or another, a significant number of new hedge funds have beenlaunched in the last few years and it is anticipated that expansion of the sector will continue.

The hedge fund sector is characterised by professional investment managers managing portfolios wherethey often have a personal interest and are mostly remunerated on the basis of positive investment returns.

Funds of Hedge Funds

A fund of hedge funds, in contrast to an individual hedge fund, is a pooled investment vehicle that investsin hedge funds rather than equity or fixed income securities. As with hedge funds themselves, there is somevariation among the strategies and objectives of each fund of hedge funds. Some funds may be broadlydiversified among different strategies, focusing on low volatility, while others have a more particular focuson a particular strategy and, correspondingly, a potentially higher return target and higher levels ofvolatility. The common objective for all managers of funds of hedge funds, independent of specificinvestment objectives, is to identify hedge fund managers with superior skills in their particular discipline.

Funds of hedge funds are actively managed investment products. The hedge funds included in funds ofhedge funds portfolios change over time for a variety of reasons. Certain strategies come in and out offavour due to market conditions or new managers are identified, so changes to the portfolio are madeaccordingly.

Hedge fund performance

There is no particular performance measurement of hedge funds on a regional or country basis. However,for the period 31 December 1993 to 30 April 2006, hedge funds (as measured by the CSFB/Tremont HedgeFund Index) have provided a total return (i.e. capital plus income returns) of 264.9 per cent. (net of allfees). This may be compared with the total return of global equities (as measured by the MSCI WorldIndex (gross in US dollars)) of 129.5 per cent. over the same period.

Whilst hedge funds have outperformed equities in general, most have done so with a lower risk profile. Inorder to illustrate the performance of hedge funds in general as an asset class, the table below comparesthe annualised total returns and volatility of performance (as measured by the standard deviation) of fundsof hedge funds (on a world-wide basis and unleveraged), hedge funds, global equities and global bonds.

Annualisedvolatility

Annualised total (standardreturn deviation)

per cent. per cent.

HFRI Fund of Funds Composite Index . . . . . . . . . . . . . . . . . . . . . . 7.6 5.8Global hedge funds—CSFB/Tremont Hedge Funds Index . . . . . . . . . 10.9 7.8Global equities—MSCI World Index (Gross in USD) . . . . . . . . . . . . 6.6 13.7Global bonds—JP Morgan Global Government Bond Index . . . . . . . 6.0 6.3

Total return from 31 December 1993 to 31 May 2006 in US$.Source: Bloomberg

The attention of potential investors is drawn to the risk factors set out under ‘‘Risk Factors’’ on pages 13to 26 of this prospectus. The statistics shown in this prospectus are for illustrative purposes only and do not

31

represent a forecast of profits. Actual returns cannot be predicted and may differ from the illustrativestatistics shown in this prospectus.

Advantages of funds of hedge funds

The Company aims to offer investors the ability to access the potential enhanced investment returns andlower volatility available from hedge funds through a simple structure and diversified portfolio managed byan experienced investment team.

The creation of a portfolio of hedge funds with expert management is useful as, for many investors, hedgefunds are a difficult asset class to access. The principal reasons for this include:

• there is a large range of funds to choose from, many of which have restricted levels of transparency—therefore close and regular professional monitoring of managers and strategies is important;

• there are meaningful differences in risk and return between individual funds;

• the creation of a diversified portfolio is both difficult and expensive;

• many funds have very high minimum investment requirements (US$1 to 5 million are not unusual) andsome funds are closed except to existing investors or to investors with whom the managers have existingrelationships;

• frequent new fund launches require regular assessment of new opportunities;

• many hedge funds are structured in such a way that only a professional investment adviser can gainaccess; and

• certain categories of individual investors are not able to invest in hedge funds due to regulatory reasons.

The potential disadvantages of an investment in a fund of hedge funds may be summarised as:

• a lack of transparency in the way returns are achieved and disclosed, especially due to restrictionsimposed by hedge funds;

• a risk of loss of some or all of the investment made by a fund of hedge funds into a particular hedge fundwhere a high risk investment strategy is used, in particular if the process of diversification of a portfoliocannot be achieved;

• higher aggregate fees than is the case for direct investment in hedge funds;

• a potential lack of regulation of certain hedge funds, depending on where they are domiciled; and

• other risks and uncertainties with an investment in a fund of funds as described under Risk Factors onpages 13 to 26 of this prospectus.

Investment policy

The Manager will seek to accomplish its investment objectives by investing the assets of the Companypredominantly in hedge funds worldwide (most of which are managed from London or from the majorfinancial centres of the United States) whose managers employ a variety of investment strategies. Theunderlying portfolio managers’ investment methods may include, but are not limited to, those strategieswhich are summarised below.

The exact number of funds and strategies used may vary over time but the Company intends to be investeddirectly or indirectly in a minimum of 35 underlying funds.

Furthermore, the Company intends to invest (i) not more than 10 per cent. of the Company’s total assets inany one Investee Fund, and (ii) not more than 25 per cent. of the Company’s total assets in any one groupof funds managed by a single portfolio manager.

The Investee Funds in which the Company invests are or may be permitted to borrow and invest in longand short positions in equities, fixed income securities, options, warrants, futures, commodities, currencyforwards, over-the-counter derivative instruments (such as swaps), securities that lack active publicmarkets, repurchase agreements, preferred stocks, convertible bonds and other financial instruments aswell as cash and cash equivalents.

While it is expected that the Company will be able to invest most of the proceeds from the Placing in thefirst two months following Admission, it may take several months for the proceeds of the Placing to

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become fully invested. In addition, the Company intends to borrow an amount of up to 100 per cent. of NetAsset Value at the point of drawdown with the purpose of investing these proceeds in hedge funds,following the same investment policy and strategies as for the rest of the Company’s investments. TheCompany may give guarantees, mortgage, hypothecate, pledge or charge all or part of its undertaking,property or assets and issue debentures and other securities whether outright or as collateral security ofany liability or obligation of the Company or of any third party.

The Company’s policy is to remain substantially fully invested at all times. Pending full investment, theproceeds of the Placing will be invested in short-term money market instruments, cash held withinstitutions and in money market funds. Any income earned from such investments will be reinvested bythe Company in accordance with its investment programme. As most of the Company’s assets will bedenominated in US dollars, the Company will consistently engage in currency hedging as described underthe heading ‘‘Currency Risk Management’’ set out in Part I.

In accordance with the requirements of the UK Listing Authority, any material change to the investmentpolicy of the Company will be made only with the approval of Shareholders.

The Company will not directly invest in other UK listed investment companies (including UK listedinvestment trusts).

Investment strategies

The Company will be a fund of hedge funds. The investment policy of the Company will be to invest inhedge funds on a global basis.

The Company will invest on a leveraged basis in 35-50 individual hedge funds adopting a ‘‘bottom up’’selection approach to produce a portfolio which is diversified across all major hedge fund strategies, withuncorrelated returns between strategies and markets, while enforcing a rigorous and disciplined approachto risk management. It is intended that up to 15 per cent. of the assets of the Company may be used to seednew hedge funds, in return for equity or a share of revenues in the management companies of these funds.

The Company will invest in various underlying hedge funds employing a variety of strategies which may ormay not be listed below. The following is a non-exhaustive list of strategies and each one may or may notbe included in the portfolio at any time. The strategies may be employed globally including emergingmarkets or may be more specific and concentrate on a particular geography or sector.

EQUITY STRATEGIES

Equity Long/Short

The strategy involves the construction of a portfolio of long and short equity positions, sometimessupplemented with derivatives. Managers attempt to add value primarily through stock selection ratherthan market timing. Stock selection is based primarily on fundamental analysis of companies, withtechnical analysis usually playing a secondary role in generating ideas or timing entry and exit from trades.Stocks perceived to be undervalued are bought and stocks perceived to be overvalued are sold short. Themanagers may invest globally or in specific geographical areas or sectors in large, medium, and/or smallcap stocks. In terms of overall portfolio net exposure, managers may keep a low or a high net exposure.They generally tend to have a long bias, but can also have a variable (short or long) bias.

Equity Market Neutral

The strategy is a sub-set of the Equity Long/Short strategy and involves the construction of a marketneutral portfolio of equal long and short exposures in equity securities. Selection of long and shortpositions is generally driven by fundamental valuation analysis, but could include technical analysis as well.A systematic approach may be employed to construct such portfolio and ensure broad market neutrality.Some managers seek to maintain a dollar neutral portfolio whereas others seek to maintain a beta neutralportfolio. Managers may adopt a neutral strategy pertaining to sectors, geographic exposure, and/ormarket capitalisation.

Short Bias

This specific sub-set of the Equity/Long Short strategy relates to managers who maintain at all times a netshort exposure in their equity portfolio.

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ARBITRAGE STRATEGIES

Fixed Income Arbitrage

The strategy takes advantage of compensating long and short positions in bonds or interest rate securities.It involves identifying and taking advantage of pricing inefficiencies observed or expected between relatedfixed income securities (by purchasing undervalued fixed income securities and hedging them with the saleof overvalued fixed income securities) and/or exploiting relative price behaviour across fixed incomemarkets. The strategy involves intra-day curve trades such as long/short positions along the yield curve,inter-yield curve trades such as long/short positions in bonds against swaps, on-the-run bonds againstoff-the-run bonds, long/short positions in treasury bonds against agency bonds, basis trades—long/shortcash bonds against futures etc. The managers generally neutralise exposure to directional interest rate riskand hence such portfolios are broadly neutral with regard to directional interest rate risk, but will usuallycontain varying amounts of yield curve, spread, volatility and basis risk.

Capital Structure Arbitrage

The strategy is based on inefficiencies of information transmittal and pricing among various componentswithin the capital structure of the same company or a related company. Such pricing inefficiencies presentrelative value opportunities either within the debt structure or across equity and debt securities of thecompany. Managers applying this strategy seek to take advantage of valuation discrepancies within acompany’s capital structure by taking a long position in the underpriced security and a short position in theoverpriced security.

Convertible Arbitrage

The strategy is based on identifying and exploiting pricing inefficiencies between a convertible security andthe underlying common stock into which the convertible security would be convertible. It involves hedgingthe equity and credit risk by selling short the underlying common stock and credit in order to capture themispriced volatility of the implied option. Often managers may choose not to hedge the credit risk of theconvertible security or partially hedge it thus assuming credit risk of the underlying company in order toenhance returns.

Special Situations

The strategy involves the trading of the securities of a company involved in a significant anticipated capitalmarket transaction or ‘‘special situation’. Examples include spin-offs, divestitures, re-organisations,liquidations, restructurings, and share buybacks. The managers assess the expected value of the securitiesupon completion of the transaction, the time likely to be involved before completion, and the possibilitythat the transaction will not be completed at all. The uncertainty about the outcome of these specialsituations creates investment opportunities for the managers who can correctly anticipate their outcomes.They seek to profit by purchasing the securities at a discount to the value that will be realised uponcompletion of the transaction. The primary determinant of the profitability of the investment is thesuccessful conclusion of the transaction within the anticipated time period.

Merger Arbitrage

The strategy is centred on announced merger and takeover transactions. Trades will generally involvetaking a long position in the target company’s stock, and in some instances depending on whether thetransaction is a cash or share offer, a corresponding short position in the acquirer’s stock. The managersassess the probability and time frame of completion and seek to capture the ‘‘merger spread’ to the valuethat will be realised upon completion of the merger.

Distressed

The strategy focuses on companies that are going through financial distress but the managers believe havesubstantial assets and strong businesses. Long and/or short positions are taken in the equity and debtsecurities of such companies prior to, during, or after a restructuring process or bankruptcy procedure.Chapter 11 of the U.S. Bankruptcy Code provides relief from creditor claims for companies in financialdistress and strict disclosure rules and clear restructuring rules help in reorganising distressed companies.Distressed managers thus tend to have strong legal skills and a good understanding of the bankruptcyprocedures.

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Mortgage Arbitrage

This is a strategy whereby structured mortgage backed securities are held either to take advantage of thespread relationship between different sectors of the mortgage market that are priced differently orunderpriced securities in a particular sector. Mortgage arbitrage managers generally hedge interest rateand prepayment risk associated with their core holdings.

Credit Long/Short

The strategy involves identifying relative value opportunities between corporate securities of companies insimilar industries or sectors. The opportunities are not driven by the consummation of an event and do notinvolve the securities of companies that are or likely to be in distress. These relative value opportunitiesare identified on the back of extensive fundamental credit research whereby managers seek to captureeither the divergence or convergence of credit spreads between corporate securities of companies insimilar industries.

Volatility Arbitrage

This is an investment approach that seeks to exploit volatility pricing discrepancies across relatedinstruments. Managers focusing on volatility arbitrage tend to maintain market neutral portfolios that canprofit from volatility mean-reverting tendencies.

TRADING STRATEGIES

Global Macro

The strategy invests globally including emerging markets, without any limitations either in countryallocations or in the types of assets or instruments traded. The strategy is an opportunistic tradingapproach that generally relies on the judgement and the discretion of the manager in analysing variousmarket factors and dynamics to identify trading opportunities. Trade decisions are typically based on thediscretionary analysis of macroeconomic, fundamental, and/or technical variables. Global Macro managersseek opportunities in and across a wide variety of markets covering all asset classes including fixed income,currencies, equities and commodities. Opportunities and hence risk taking can take the form of directionaland/or relative value trades.

Systematic Directional

The strategy involves the taking of directional positions in global financial markets based on a systematicapproach where trade signals are generated from computer-based models. Managers attempt to add valuethrough the use of various techniques such as identification of trends, or price patterns in order to takeadvantage of directional moves in markets including fixed income, equities, currencies and commodities.Their systems may vary considerably with some models being price trend-following, counter-trend orfundamental, based purely on price movement or dependent on other factors including fundamental ones.Trade horizons may also vary considerably from short term to long term, while the use of leverage iscommon. Some managers are mainly active in the derivatives markets, and therefore often referred to asCTAs. The term CTA (Commodity Trading Adviser) reflects the fact that futures and options markets wereoriginally developed as a means of hedging positions in agricultural and other physical commodities. Withthe explosive growth of these markets into other areas, agricultural commodities now represent only asmall fraction of derivatives markets, with huge volumes now traded as well on currencies, interest rates,equity markets, oil, precious metals etc.

Systematic Non-Directional

The strategy involves trading based on a systematic approach where trade signals are generated fromcomputer-based models. Positions may be taken in equity, fixed income and other asset classes whilereducing market risk by balancing long and short exposures. Mathematical, econometric, and statisticaltechniques and models are used to identify relative value opportunities, that is, pricing inefficienciesbetween related instruments, or combinations of instruments. The long and the short positions arebalanced, and therefore the returns are not dependent upon the general direction of the marketmovements. In equities the strategy is often referred to as statistical arbitrage which involves the systematicbuying and selling of under/overvalued equities, either through a pairs or basket approach. The selection of

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trades is based on an analysis of technical, statistical, and/or fundamental factors while portfolios aregenerally structured to be market, industry, sector and dollar neutral.

Investment principles

The Manager’s investment process is based on several fundamental principles, including:

Extensive Due Diligence: The Manager leverages the multi-disciplinary skills of its team of analysts toconduct very detailed analyses of all aspects of a hedge fund business, from front office to back office. Thisdetail allows the Manager a level of comfort with the underlying funds that reduces the need for frequentreallocations of capital, thereby allowing the portfolio to take full advantage of capacity within top-tierhedge funds.

Diversification: The Manager will ensure the portfolio is well diversified by strategy and manager basedon the idea that over time a balanced approach in terms of strategies yields the most attractiverisk-adjusted returns.

Monitoring: The Manager takes a proactive approach to monitoring its investments. This not onlyincludes regular dialogue with the Investee Funds but also frequently includes ad-hoc contact and on-sitevisits whenever the Manager notices market events or trends that may impact the fund or strategy.

These principles are constantly challenged within the Manager’s investment committee, with a goal ofcontinuous improvement.

Investment process

Objectives

The objectives of the Manager’s due diligence and selection processes are to:

(a) select hedge fund managers that the Manager believes will, over time, produce the best risk-adjustedreturns in their respective strategies;

(b) create an investment pool (‘‘Investment Pool’’) of hedge funds advised by such managers which meetthe Manager’s criteria for investment;

(c) establish contact with potential Investee Funds in order to select suitable candidates and limit theInvestment Pool to a manageable size; and

(d) maintain within the Investment Pool the highest quality of hedge funds by seeking to ensure that theselection criteria are rigorously applied, and that no new hedge fund is admitted to the pool unless it isconsidered at least as good as a hedge fund in the Investment Pool that uses the same strategies.

Resources

The Manager and its research subsidiaries employ 28 experienced professionals in its headquarters inBermuda and its offices in Geneva and New York. The Manager and its subsidiaries have a large team ofmanager selection, due diligence, quantitative and business risk analysts, with 15 dedicated hedge fundanalysts actively monitoring approximately 85 investments and analysing more than 500 new hedge fundsper year.

Technology

The Manager has also developed over a number of years a proprietary database of over 2,500 hedge fundsfrom which it is able to select the most attractive opportunities. This database is continually beingdeveloped with qualitative and quantitative analysis applications being created to address various research,portfolio and risk management needs.

Process of the Manager

The Manager has developed and operates an in-depth process of selection in relation to underlying hedgefunds.

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The selection process consists of the following steps:

Screening and idea generation—the Manager’s investment committee directly, and/or in close interaction withits research team, continually reviews the hedge fund universe to identify hedge funds that they believe tobe the best in each sector.

As a well-recognised industry player, the Manager has access to a steady supply of new investmentopportunities. These are generated through internal research and the Manager’s network of industrycontacts, which includes brokers, banks, other funds of funds, consultants, family offices, service providersand industry news services. In the initial stage of the due diligence process, the Manager logs managerinformation into its proprietary database and filters the universe using quantitative and qualitative screens.

The quantitative filters involve the use of certain criteria such as performance and risk-adjusted returns.This includes reviewing the fund’s performance over particularly difficult periods for the fund’s strategyand comparing it to its peers. The qualitative filters involve screens by criteria such as strategy style, lengthof track record, assets under management, and may also include its network of contacts. The Manager’snew idea sourcing is robust, and is guided by an agenda set during its investment committee meetings,leading to initial contact and due diligence conducted by the Manager’s research team.

Initial contact—there will always be an initial contact with a portfolio manager to ensure the analystunderstands the detail of the manager’s process and the fund’s risk profile before the analyst recommendsfurther due-diligence on a hedge fund. This initial contact is clearly logged and a report is written by theanalyst who interviews the manager. This report consists of an evaluation of the management group, fundterms, strategy, risk management methodology and performance. The analyst will rate the manageraccording to the initial contact conclusions before proceeding to the next step of the due diligence process.Out of the 500-600 funds analysed per year, only 20-30 move to the next stage of the process.

The Manager uses a unique strategy classification system. Hedge funds are not assigned individualclassifications, but instead are assigned multiple strategies based on a complete picture of the funds’exposures. This in depth classification into component strategies feeds into the Manager’s portfolio andrisk management systems. The classifications assigned to individual funds are a function of the initialcontact and the analysis the Manager conducts during the entire due diligence process.

Due diligence—if the decision is made to proceed to the next stage of due diligence, the Manager will conductboth on-site and off-site due diligence to investigate all investment, legal and operational issues (both backand front office), relevant to an assessment of the hedge fund.

During the onsite visit a senior analyst from one of the Manager’s research teams will spend an extendedperiod of time with the portfolio manager(s), COO/CFO, analysts, traders, and all relevant parties,covering investment strategy, risk management, trading systems, back-office, and execution/settlement.Analysts also review the IT infrastructure and disaster recovery procedures. Analysts then complete anInvestee Fund recommendation, concluding whether the hedge fund is a proposed candidate forinvestment, in which case the Manager’s research team will proceed to an extensive offsite operational andlegal review. The Manager’s research team have a specialised group that investigates operational and legalissues, by reviewing the offering memoranda, subscription documents, bylaws or articles of incorporationof the fund and the fund management company, administration and custody agreements, as well as theagreement that is in place between the management company and the fund. The Manager’s researchoperational review team also interviews the fund’s service providers and references. If all the above stepsare successfully completed, the Manager’s research team will proceed with a recommendation to theManager’s investment committee.

Trading

The Manager’s investment committee will consider the review submitted by the research subsidiary analystteams, assess and decide on the Investee Fund and initiate an investment. The Manager’s trading andexecution team will monitor each trade throughout its lifecycle, ensuring proper cash management andliquidity monitoring. Trade order processing and tracking is also enhanced by proprietary softwareapplications developed by the Manager.

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Monitoring

Once approved and invested, Investee Funds become part of the Manager’s monitoring system. TheManager has developed a proprietary monitoring database that maintains all relevant information forInvestee Funds, and feeds into the portfolio and risk management systems.

The Manager conducts regular (minimum quarterly) calls with the Investee Funds and the analysts of theresearch subsidiaries. The Manager maintains a minimum set of transparency requirements that are addedto the database on a monthly basis. These include metrics like leverage levels, duration, or geographicexposure and metrics are tailored for each strategy. This quantitative data is used not only to monitor theunderlying funds, but also to populate the Manager’s portfolio and risk management tools.

The conclusions drawn from the monitoring process are reviewed on a monthly and quarterly basis by theManager’s investment committee. These meetings review performance attribution, exposures and primaryrisks. The investment committee quarterly meeting is a more formal review where the Manager producessummary reports that review performance and exposures, and also rate each fund according to itsperformance and risk.

Risk Management

The Manager has also developed an internal methodology for monitoring risk levels across its portfolios,both at the level of the individual managers and at the aggregate portfolio level. This risk monitoringmethodology has two basic dimensions: a historical perspective and a forward-looking dynamicperspective.

Historical Risk Management—based on historical data, the correlations between all underlying funds areanalysed and the stability of the correlation matrix over time is also measured; the monthly VaR of theportfolio is calculated; stress testing is performed under extreme case scenarios (e.g. all funds perfectlycorrelated and during crisis periods) thus estimating the expected possible maximum loss. Peer groupanalysis is also performed and each underlying fund is ranked within its peer group and against marketindices in order to determine the best and worst performers.

Forward-looking Risk Management—every hedge fund strategy is deconstructed into the driving forces of itsreturn and risk. The portfolio can thus be viewed with respect to a number of risk and return drivingfactors such as volatility, credit spreads, equity markets, manager, idiosyncratic etc. Risk can then beassessed based on the Manager’s macro and asset allocation view, possibly resulting in adjusting exposuresto certain styles or managers.

Borrowing powers

At Admission, the Company will employ no leverage. However the Company will have power within thelimits of its investment policy, to borrow up to 100 per cent. of its Net Asset Value at the time of thedrawdown for the purpose of acquiring additional hedge fund assets when the Manager believes that suchuse of proceeds will enhance the Company’s net income, thereby enhancing returns to Shareholders. TheCompany may issue notes or other evidence of indebtedness (including bank borrowings, privateplacements, public debt offerings and commercial paper) or may secure any such borrowings bymortgaging, pledging or otherwise using the Company’s assets as security. The amount of outstandingfinancial leverage may vary with prevailing market or economic conditions. Leverage entails special risks.See ‘‘Risk Factors’’.

In addition to this, the Company will also have the power to borrow up to a further 25 per cent. of its NetAsset Value at the time of drawdown to enable it to fund the repurchase of Shares and a further 15 percent. for general working capital purposes. The Manager will monitor the overall gearing of the Company,including monitoring the gearing of the Investee Funds and may make any adjustments to investmentsaccordingly.

In aggregate, therefore, the total leverage of the Company will not exceed 140 per cent. of the Net AssetValue at the point of drawdown.

The Company may also be indirectly exposed to gearing to the extent that Investee Funds are themselvesgeared.

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Currency risk management

The Company will invest in underlying hedge funds which are predominately US dollar denominated asmost hedge funds raise money in US dollars. The Company will therefore be exposed to changes in theexchange rate between Sterling and the US dollar and the exchange rate between Euros and the US dollarwhich, unhedged, have the potential to have a significant effect on returns for each of the Sterling andEuro Share classes. The Directors believe that it is in the best interest of Shareholders for the Company toconsistently engage in currency hedging (subject to the availability of appropriate foreign exchange andcredit lines) in an attempt to reduce the impact on the Sterling Shares and Euro Shares of currencyfluctuations and the volatility of returns as against the relevant LIBOR rate which may result from suchcurrency exposure. This will involve hedging the appropriate part of those assets to Sterling and Euros,through the use of monthly rolling forward foreign exchange transactions. If in the future the Companyissues shares in other non-US dollar denominated currency classes it will also engage in currency hedgingin respect of those other currencies.

The hedging of US dollar currency exposure back to Sterling and Euros will have a variable impact on theNAV returns of the Sterling and Euro classes of Shares if compared to the NAV return achieved over thesame period of time for the US dollar Shares. Changes in interest rate differentials between US dollar andSterling and the US dollar and Euro going forward can have a negative (or increased negative) or apositive (or increased positive) impact on any one or more classes of Shares and investors should be awarethat the Company’s currency hedging policy will be maintained by the Directors irrespective of movementsin the base rates or the exchange rates of the various currencies (i.e., in the context of the currency hedgingof the classes of Shares, the Company will not take views as to future developments of exchange rates andinterest rates). The cost of the Euro currency hedging will be borne by the Euro Share class only and thatof the Sterling currency hedging will be borne by the Sterling Share class only.

The expense of, and any gains or losses arising from, the Company’s currency hedging policy for aparticular currency will be allocated exclusively to the relevant class of Share of that currency and reflectedin the relevant Net Asset Value. As a result, the Net Asset Value of Shares of different classes may differover time as the differing gains and losses realised on the forward foreign exchange transactions will beapplied to the relevant classes of Shares, resulting in an increase or reduction of the assets attributable tothat class of Shares and so may affect any future gains or losses on the Company’s overall portfolio whichare attributable to that class.

The Company may invest, on occasion, in underlying assets which are not US dollar denominated. In suchevent, the Company will hedge this currency exposure into US dollars. The Company’s currency hedgingpolicy will be for the purposes of efficient portfolio management only. The Company has no intention ofusing the currency hedging facility for the purposes of currency speculation for its own account.

Effect of hedging on the liquidity of the Company

Foreign currency hedging may require cash payments to be made out of the Company in order to close outhedging contracts during the life of the Company. Any such payments may be funded out of the Company’sshort term borrowings. If closing out such contracts results in cash receipts into the Company, the Managermay advise that such cash be invested in the portfolio of the Company and/or advise that all or part of suchcash be placed on deposit to meet possible cash payments resulting from closing out such contracts in thefuture. If, as a result of the currency hedging, the portion of the Company’s assets which is not invested inhedge funds increases, the performance of the relevant Share class may vary.

If cash payments out of the Company required in order to close out such contracts, as described above, aresignificant, the Manager may advise that part of the Company’s portfolio be realised in order to meet suchpayments. The Manager will monitor the level of the Company’s borrowings to ensure that it remainswithin appropriate limits and will seek to monitor the liquidity of the underlying investments.

Net Asset Value publication

The Company intends to publish the Net Asset Value and the Net Asset Value per Share as prepared bythe Administrator as at each month end and weekly estimates will be provided from September 2006. Insome cases, the Administrator’s calculation of Net Asset Value and the Net Asset Value per Share mayreflect estimates of the net asset value of Investee Funds provided by administrators or managers of therelevant Investee Funds. In normal circumstances, publication of the Net Asset Value and Net Asset Value

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per Share will take place within 20 Business Days after the month end through a regulatory informationservices provider as authorised by the UK Listing Authority and through the Company’s website.

For the purposes of calculating the Net Asset Value of the Company and the Net Asset Value for each classof Share, investments in Investee Funds will be valued at the values (whether final or estimated) providedby their managers or their administrators. These values may be unaudited or may themselves be estimates.The managers or administrators of Investee Funds in most cases provide values as at each month end. Tothe extent that such information is not available in a timely manner, the Net Asset Value and the Net AssetValue per Share will be published based on the most recently provided values for such Investee Funds asadjusted, where relevant, on the basis of information received from Investee Fund Managers, which mayinclude estimated values.

In the event that a price or valuation estimate accepted by the Company in relation to an Investee Fundsubsequently proves to be incorrect or varies from a final published price, no adjustment to any previouslypublished Net Asset Value or Net Asset Value per Share will be made.

The Directors may temporarily suspend the calculation of Net Asset Value during a period when:

• as a result of political, economic, military or monetary events or any circumstances outside the control,responsibility or power of the Board, disposal or valuation of investments of the Company or othertransactions in the ordinary course of the Company’s business is not reasonably practicable without thisbeing materially detrimental to the interests of Shareholders or if, in the opinion of the Board, the NetAsset Value cannot be fairly calculated;

• there is a breakdown of the means of communication normally employed in determining the calculationof Net Asset Value; or

• it is not reasonably practicable to determine the Net Asset Value of the Company on an accurate andtimely basis.

Dealings in Shares

Application has been made to the UK Listing Authority for the Shares issued pursuant to the Placing to beadmitted to the Official List. Application has also been made for such Shares to be admitted to trading onthe London Stock Exchange’s main market for listed securities.

To assist in the creation of liquidity for Shareholders, it is expected that one or more market makers willmaintain a market for the Shares. It is expected that most or all of the trading in the Shares will occur onthe main market for listed securities of the London Stock Exchange. Following Admission, Shares may bepurchased from, and sold through, the market maker(s). The Company does not guarantee that at anyparticular time the market maker(s) will be willing to make a market in the Shares or any class of Shares,nor does it guarantee the price at which a market will be made in the Shares. Accordingly, the dealing priceof the Shares may not necessarily reflect changes in the Net Asset Value per Share. Furthermore, the levelof the liquidity in the various classes of Share can vary significantly.

Discount management provisions

Tender offer

The Board reserves the right, in its absolute discretion, to implement a tender offer for up to 25 per cent.of any class of Shares in issue in the Company if, over the 12 months preceding any financial year end ofthe Company, the relevant class of Shares has traded, on average (calculated by averaging the market priceas at the NAV Calculation Date at the end of each month during the period), at a discount in excess of3 per cent. to the average Net Asset Value per Share. Any Shares repurchased in the tender offer will becancelled subsequently. The Board believes that the combination of this discretionary mechanism togetherwith the ability, if suitable, to buy back Shares on an ongoing basis discussed below, will serve to maintainthe discount at a consistently low level.

Share repurchases

The Directors will have Shareholder authority to purchase in the market up to 14.99 per cent. of each classof Share in issue immediately following Admission and intend to seek annual renewal of this authorityfrom Shareholders. The Company may purchase Shares in the market on an ongoing basis with a view toaddressing any imbalance between the supply of and demand for Shares, to increase the Net Asset Value

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per Share and to assist in maintaining a narrow discount to Net Asset Value per Share in relation to theprice at which Shares may be trading. Any Shares bought back will be subsequently cancelled by theCompany.

In accordance with the Companies Laws, market purchases of Shares may only be made out of theproceeds of a fresh issue of shares made for the purpose of the repurchase or out of distributable profits.The Company proposes (subject to approval from the Royal Court of Guernsey) to reduce the sharepremium account arising on the issue of Shares pursuant to the Placing, thereby creating a special reservewhich, following compliance with any undertaking required by the Royal Court of Guernsey, may betreated as distributable profits for all purposes, including making purchases of Shares in the market by theCompany. Court approval will only be granted once it is clear that the interests of the creditors of theCompany are not adversely affected. The Company will put in place any creditor protection arrangementsthat it is advised are appropriate. The reduction of the share premium account will become effective uponregistration of the order of the Royal Court approving such cancellation with the Registrar of Companiesin Guernsey.

Purchases will only be made through the market for cash at prices below the estimated prevailing NetAsset Value per Share where the Directors believe such purchases will result in an increase in the NetAsset Value per Share of the remaining Shares and as a means of addressing any imbalance between thesupply of and demand for the Shares. Such purchases will only be made in accordance with the CompaniesLaws and the Listing Rules, which currently provide that the maximum price to be paid per Share must notbe more than five per cent. above the average of the mid-market values of the Shares for the five BusinessDays before the purchase is made.

Prospective Shareholders should note that the exercise by the Directors of the Company’s powers torepurchase Shares either pursuant to the tender offer or the general repurchase authority is entirelydiscretionary and they should place no expectation or reliance on the Directors exercising such discretionon any one or more occasions.

Conversion between classes

The Company’s Articles incorporate provisions to enable Shareholders of any one class of Shares toconvert all or part of their holding into any other class of Share on a twice yearly basis in accordance withthe detailed provisions of the Articles.

At the NAV Calculation Date referable to the months of December and June in each year commencing inDecember 2006 (each a ‘‘Conversion Calculation Date’’) Shareholders may convert Shares of any class intoShares of any other class by giving not less than 5 business days’ notice to the Company in advance of suchConversion Calculation Date either through submission of the relevant USE instruction (for uncertificatedShareholders holding Shares in CREST) or any other instruction necessary for any other relevant system,or through submission of a conversion notice and the return of the relevant Share certificate to theRegistrars. Such conversion will be on the basis of the ratio of the last reported NAV of the class of Sharesheld (less the costs of effecting such conversion), to the last reported NAV of the class of Shares into whichthey will be converted (each as at the relevant NAV Calculation Date). Shareholders should note, however,that fractions of Shares arising on conversions will be rounded down and hence the aggregate Net AssetValue of those Shares held after conversion may be less than before such conversion. Shareholders shouldalso note that if they elect to convert Shares they will be unable to deal in those Shares in the periodbetween giving notice of conversion and the actual date of conversion which may be 35 business days orlonger.

Further issues of Shares

Under the Articles of Association, the Directors have wide powers to issue further Shares on a pre-emptiveand non-pre-emptive basis. The Directors will consider issuing further Shares at not less than the thenprevailing estimated Net Asset Value per Share as part of the process of managing any premium of themarket price of the Shares as compared to the Net Asset Value per Share. However, the Board will notissue more than 10 per cent. of the issued share capital of the Company in any year without priorShareholder approval.

The Manager will seek to invest the proceeds of any further issues of Shares, where possible andappropriate, in investments comprised in the Company’s existing portfolio at the relevant date so as toavoid dilution of existing Shareholders’ exposure to the prevailing composition of the Company’s portfolio.

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Whilst the Manager will have regard to the Company’s investment objectives and investment policy inrespect of the Company, there can be no assurance that further additions to existing holdings can beachieved.

Shares will be issued in accordance with the selling restrictions set out on pages 7 to 11 and the terms ofthe Articles of Association.

Distribution policy

The Directors do not expect income (net of expenses) to be significant and do not currently expect todeclare any dividends. In the event that net income is significant the Directors may consider thedistribution of net income in the form of dividends. To the extent that any dividends are paid they will bepaid in accordance with any applicable laws and the regulations of the UK Listing Authority. Since the dateof incorporation of the Company, there has been no dividend or distribution of any kind declared, paid ormade by the Company on any class of its share capital.

Reports and accounts

The Company’s annual report and accounts will be made up to 31 December in each year and it isexpected that copies will be sent to Shareholders by the end of the following June. Shareholders will alsoreceive an unaudited interim report covering the six months to 30 June each year and it is expected thatcopies will be sent to Shareholders by the end of the following October. The first report to Shareholderswill be in respect of the period from incorporation to 31 December 2006. The Company’s accounts will bedrawn up in US dollars and in compliance with International Financial Reporting Standards and will bedisplayed on the Company’s website.

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PART II

DIRECTORS, MANAGEMENT AND ADMINISTRATION

Directors

The Directors are responsible for the determination of the investment policy of the Company and haveoverall responsibility for the Company’s activities. The majority of the Directors are independent of theManager.

Christopher Fish (Chairman)

Christopher N. Fish is a British citizen and a Guernsey resident. He was born in 1945.

Since August 2004 he has been acting as Non-executive Chairman of Close International AssetManagement Holdings Limited and Close International Bank Holdings Limited. He is also aNon-executive Director of Close Fund Services Limited and Close Bank (Cayman) Limited. Mr. Fish alsoholds a Personal Fiduciary Licence (issued by the Guernsey Financial Services Commission) coveringprivate company directorships and fiduciary activities. He currently holds directorships in a number ofregulated entities including five mutual funds.

From 1999 to July 2004, Mr. Fish was a Managing Director of Close International Private Banking, whichprovided Banking, Treasury, Trust and Company Services, Asset Management, Mutual FundAdministration and Custodian Trustee Services. In 1998 he was working for Rea Brothers (Guernsey)Limited as Senior Executive Director and Group Head of Trust. Rea was acquired by Close Brothers Plc in1999.

From 1992 to February 1998 he worked at Coutts & Co., as Managing Director, Coutts & Co(Cayman) Ltd then as Americas Offshore Head, and finally as Senior Client Partner and Director, CouttsOffshore Businesses: Bahamas, Bermuda, Cayman, Guernsey, Jersey, Isle of Man.

From 1989 to 1992 Mr. Fish was the Chief Executive of Leopold Joseph Holdings (Guernsey) Ltd andfrom 1973 to 1989 he was the Deputy Managing Director of the Royal Bank of Canada (Channel Islands)Limited.

Mr. Fish started his career in 1963 with Lloyds Bank plc in the Executor & Trustee Division.

Emmanuel Gavaudan

Emmanuel Gavaudan was born in 1961 in Paris, is a French citizen and is resident in the UK. Emmanuel isa Partner of Boussard & Gavaudan Asset Management LP (‘‘BGAM’’), an alternative asset managementpartnership with approximately US$1.5 billion under management. BGAM’s flagship fund in January 2006won the EuroHedge Award for best ‘‘Convertibles & Equity Arbitrage’’ fund of the year.

Prior to founding BGAM in 2003, Emmanuel was employed by Goldman Sachs for 13 years from 1989until 2002. Most recently he was a Partner Managing Director of Goldman Sachs. At the time he leftGoldman Sachs he was on the boards of Goldman Sachs International and Goldman Sachs & Co Bank, aswell as being the Co-head of Private Wealth Management for Europe and a member of the Private WealthManagement global operating committee. Between 1998 and 2000, he was the General Manager ofGoldman Sachs & Co Bank in Switzerland where he was responsible for all divisions, including PrivateBanking, Equities and Investment Banking.

From 1990 to 1998, he was a private banker at Goldman Sachs International in London where his roleincluded all aspects of private client business such as advising clients on a variety of investments, providingasset allocation analysis and implementing asset allocation decisions.

He holds an MBA from the Wharton School, University of Pennsylvania (1989) and prior to that hestudied at the Institut d’Etudes Politiques de Paris and the Law School- Paris II Assas: Licence de Droit.

James T.H. Lee

James T.H. Lee is a British citizen and a Swiss resident and was born in 1948.

He is the Deputy Chief Executive Officer of EFG International. He previously was the Deputy ChiefExecutive Officer of EFG Bank (from 2003 until the creation of EFG International in September 2005).

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He joined EFG Bank in 2001 as an advisor and was appointed Head of Merchant Banking and Chairmanof the Credit Committee in January 2002.

Prior to 2001, Mr. Lee worked for UBS on strategic and tactical acquisitions in the field of private banking(1999-2000), and was the Global Head of International Private Banking for Bank of America (1997-1998).Between 1973-1997 he held various positions at Citigroup in Corporate, Investment and Private Banking,including being responsible for the Private Bank’s Ultra-High Net Worth business in Asia and for theGlobal Investment Advisory business of the Private Bank. In 2000, Mr. Lee acted as advisor to severalstart-up businesses active in the fields of e-commerce and healthcare and co-founded an e-commercecompany in the UK to build portals for specific industries in which he no longer holds an interest.

Mr. Lee obtained a Bachelors of Science (Honours) degree in Electrical Engineering in 1970 and aMasters degree in Management Science and Operational Research, both from Imperial College,University of London.

Manager

C.M. Advisors Ltd acts as the Manager and, as such, is responsible for the day-to-day management of theassets of the Company.

The Manager offers investment management and advisory services to funds of hedge funds and hedge fundrelated products. Since its foundation in 1997, the Manager has built a eight year audited track record andhas a consistent double digit growth in both assets under management and profitability. Initially, theManager had been based in the Bahamas (Capital Management Advisors Ltd. Bahamas) but sinceJune 2002 the Manager has been established in Bermuda.

As of 31 December 2005, assets under management were approximately US$1.55 billion. The Manager hasa very good investment performance track record anchored by expert, rigorous research capabilities withqualitative and quantitative coverage of over 2,500 US, European and international hedge funds. Inaddition, the Manager has an extensive expertise in developing and marketing structured products linkedto funds of hedge funds. The Manager is an exempt company headquartered in Hamilton (Bermuda) andhas ancillary research offices in New York and Geneva. Its clients are mostly institutional investors but alsoinclude high net worth individuals.

The Manager and its research subsidiaries currently have 28 employees. The Manager’s research teamcomprises of 15 dedicated hedge fund analysts, monitoring over 85 investments and analysing 600 newfunds per year. The Manager has developed a database of 2,500 hedge funds and has developedproprietary IT and risk management systems. The Manager’s founders Sabby Mionis and Angelos Metaxaentered into 5 year employment contract and mandate at the time of closing of the acquisition by EFGI.Around 50 per cent. of the assets under management of the Manager are in structures with maturitiesranging between two and twelve years.

On 13 February 2006, EFGI acquired the Manager from its founders Sabby Mionis and Angelos Metaxa.

EFGI is a global private banking group offering private banking and asset management services,headquartered in Zurich. EFGI’s group of private banks currently operate in 36 locations. As of 31 March2006, EFGI had assets under management of approximately CHF 52.9 billion and assets underadministration of approximately CHF 6.5 billion, and it employed around 1,134 staff, including 297 privatebankers. EFGI’s registered shares (EFGN) have been listed on the SWX Swiss Exchange sinceOctober 2005. Its current market capitalisation is approximately CHF 4.6 billion.

Management Agreement

The Company and the Manager have entered into a Management Agreement, a summary of which is setout in paragraph 7.1.2 of Part IV of this prospectus, under which the Manager has been given responsibilityfor the day-to-day discretionary management of the Company’s assets (including uninvested cash) inaccordance with the Company’s investment objectives and policy, subject to the overall supervision of theDirectors.

Details of the fees and expenses payable to the Manager are set out in the section headed ‘‘Fees andexpenses’’ below.

The Management Agreement is terminable by either party giving to the other not less than 18 months’notice in writing, such notice not to expire before the second anniversary of Admission. The Company shall

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not serve notice to terminate the agreement on notice unless this course of action has been unanimouslyagreed to by the independent Directors.

The Manager may, with the consent of the Directors, delegate the provision of investment managementand other services to a third party but will remain liable for the acts of any such third party and will beresponsible for their remuneration.

The address and telephone number of the Manager are Thistle House, 4 Burnaby Street, Hamilton,HM11, Bermuda, tel: +1 441 295 5929 and their website is www.cm-advisors.com. Investors should notethat it is not possible for the Manager to provide any investment advice to investors on this telephonenumber.

Details of key personnel are as follows:

Sabby Mionis

Sabby Mionis, born in Athens, Greece in 1969, is the CEO and CIO of the CMA group of companies,which he founded in 1997.

Sabby has been responsible for building all operational and investment aspects of the business. UnderSabby’s leadership, the CMA Funds have had a successful 8-year audited track record with no fund ofhedge funds managed with full discretion by the Manager declining in value over a full calendar year.These results were achieved while maintaining low volatility levels (relative to equities) and avoiding anyinvestments that resulted in irreversible loss of capital due to fraud or investment performance. Inaddition, over the last 29 months Sabby has managed CMA Multi-Hedge leveraged fund, which employsapproximately 2.3 times leverage and has produced cumulative returns of 30.18% with an annual standarddeviation of less than 8%. He was also actively involved in developing the CMA structured productbusiness, creating innovative products for CMA’s clients and establishing relationships with the world’sleading structuring banks.

Sabby is a respected figure in the hedge fund industry and has participated as a speaker in several industryconferences.

Prior to founding CMA, Sabby worked in the Investment Services Group of Donaldson, Lufkin & Jenrette(‘‘DLJ’’) from 1992 to 1997. At DLJ he assisted institutional and high net worth individual investors increating and implementing their investment strategies. Sabby worked extensively with equity, high yieldand alternative investments.

Sabby holds a BA in Economics from Brandeis University.

Keri Wong

Keri Wong, born in Napreville, Illinois, USA in 1970 is a member of the Board of Directors of theManager, and a member of the Investment Committee responsible for valuation, trading and reporting. Asa member of the Investment Committee, she is actively involved in the portfolio management of the CMAfunds. Keri works closely with the CEO and CIO of the company, and maintains the relationships with theAdministrator, Auditor and Custodian of the funds.

Prior to joining CMA she worked as portfolio manager and administrator at Boston Private ValueInvestors, an investment advisory firm which provides services to institutions and high net worth familiesand individuals.

From 1995 to 2002, Keri was a registered Sales Associate at DLJ, servicing high net worth individuals andthird party managers.

Keri holds a B.S. in Business Administration from Providence College (Cum Laude Graduate).

Angelos Metaxa

Angelos Metaxa, born in Athens, Greece in 1970 is the Chairman of the Board of Directors of CMA SAGeneva, the research arm of the CMA group of companies.

Angelos joined Sabby Mionis in 1999 as an equal partner in CMA and has been responsible for thecreation, growth and management of the Manager’s research platform. Angelos is responsible for puttingtogether business processes and structures that control the evolution and flow of information from a newidea to a fully researched thesis. Angelos has also been responsible for overviewing CMA’s technology

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team, that has built a unique database and software in order to manage data related to the research andmonitoring of hedge fund managers. In addition, over the past years Angelos has been actively involved indeveloping CMA’s risk management procedures.

Angelos is well respected within the hedge fund industry and over the last 10 years has developed extensiveindustry contacts. He has often been invited to participate as a speaker and panellist in a number of hedgefund conferences.

Angelos worked as a currency and fixed income trader with Swiss Bank Corporation in New York from1991 to 1993 and with SBC Warburg in London from 1995 to 1997.

Subsequently, he worked as a Hedge Fund Analyst with Global Asset Management in London. Beforejoining CMA, he ran a family office for his own family, allocating assets to third party managers and hedgefunds.

Angelos completed his mandatory military service in 1994-1995 and holds a BA in Economics from TuftsUniversity.

Administrator

HSBC Securities Services (Guernsey) Limited has been appointed as Administrator of the Companypursuant to the Administration Agreement (further details of which are set out in paragraph 7.1.4 ofPart IV of this prospectus). HSBC Securities Services (Guernsey) Limited will be responsible for theCompany’s general administrative functions such as the calculation and publications of the Net AssetValues and maintenance of the Company’s accounting and statutory records.

Investors should note that it is not possible for the Administrator to provide any investment advice toinvestors.

Custodian

HSBC Custody Services (Guernsey) Limited has been appointed as the principal custodian of the assets ofthe Company pursuant to the Custodian Agreement (further details of which are set out in paragraph 7.1.3of Part IV of this prospectus). HSBC Custody Services (Guernsey) Limited was incorporated on 25 August1992 in Guernsey with registered number 25799. Its registered office is Arnold House, St Julian’s Avenue,St Peter Port, Guernsey GY1 3NF and telephone number is: 01481 707198. Having regard to the marketsin which the assets of the Company may be invested by the Manager, the Company may also appoint asub-custodian for the custody of the Company’s assets pursuant to the terms of the Custody Agreement. Itshould be noted that the majority of the securities of the funds in which the Company invests will be inuncertificated form and will not settle through a recognised stock exchange or transfer agent.

The Custodian has an authorised and issued share capital of £4,000,000, all of which is fully paid. TheCustodian is licensed by the Guernsey Financial Services Commission under the Protection of Investors(Bailiwick of Guernsey) Law, 1987 to carry on the business of a trustee of collective investment schemes.

The Custodian is a member of the HSBC Group and, ultimately, a wholly-owned subsidiary of HSBCHoldings plc, a public company incorporated in England and Wales. The HSBC Group has majorcommercial and investment banking business in the Asia Pacific region, Europe, the Americas, the MiddleEast and Africa. The Group has over 9,500 offices in 76 countries/territories world-wide and assets of overUS$1,502 billion as at 31 December 2005.

Investors should note that it is not possible for the Custodian to provide any investment advice to investors.

Fees and expenses

Formation and initial expenses

The formation and initial expenses of the Company are those which are necessary for the incorporation ofthe Company and the Placing. These expenses will be paid on or around Admission. Such expenses will beimmediately written off and will include fees payable under the Placing Agreement, registration, listing andadmission fees, printing, advertising and distribution costs and legal fees and any other applicableexpenses. The formation and initial expenses will be borne by the Placing Agents out of the commissionspayable to them in connection with the Placing.

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For its services in connection with the Placing, the Placing Agents, EFG Eurobank Securities and EFGBank will be entitled to a placing commission of 2.5 per cent. together with a discretionary incentive fee of1.0 per cent. of Initial Gross Proceeds which is payable at the discretion of the Company.

Ongoing, Annual Expenses

The Company will also incur ongoing annual expenses. These expenses will include the following:

(i) Manager

The Manager will be entitled to a management fee payable quarterly in arrear at a rate of 1.25 per cent.per annum of the Total Assets of the Company calculated and accrued on a monthly basis and payable atthe relevant quarter dates.

In addition, a performance fee of 5 per cent. of the amount (if any) by which the Net Asset Value of theCompany at the end of any accounting period (ending on the 31st December) exceeds the Net Asset Valueat launch or at the start of any such accounting period (or, if higher, the highest previous Net Asset Valuein respect of which a performance fee was paid) is payable. This performance fee is therefore subject to aso-called ‘‘high watermark’’ test. The calculation of the total amount of any performance fee will beadjusted for the repurchase or issue of Shares in any given accounting period.

The Company’s accounting period will be from 1 January until 31 December in each calendar year.

(ii) Administration

The Administrator will be entitled to an annual fee based on the following scale:

Net Asset Value (US$) Fee (basis points per annum)0-600,000,000 7.5Above 600,000,000 5

The fees as set out above are subject to a minimum annual fee of US$250,000. In addition, weeklyestimates of the Net Asset Value will be provided from September 2006 in relation to which theAdministrator is entitled to a fee as set out below:

Net Asset Value ($) Fee (basis points per annum)0-600,000,000 7.5Above 600,000,000 5.5

(iii) Custodian

The Custodian will be entitled to an annual fee based on the following scale:

Net Asset Value (US$) Fee (basis points)0-500,000,000 4Above 500,000,000 3

The fees as set out above are subject to a minimum annual fee per cell of the Company of US$150,000.

(iv) Directors

Each Director will be paid a fee of £20,000 per annum (£35,000 for the Chairman). James Lee has agreedto waive his fee during the continuance of his appointment as director.

(v) Audit Committee

The chairman of the audit committee will receive an additional £5,000 for his services in this role.

(vi) Other Operational Expenses

Other ongoing operational expenses (excluding fees paid to service providers as detailed above) of theCompany will be borne by the Company including travel, accommodation, printing, audit and legal fees.These expenses will be deducted from the assets of the Company and are estimated to be in the region ofUS$650,000 per annum. All out of pocket expenses of the Manager, the Administrator, the Custodian, theRegistrar, the CREST Agent and the Directors relating to the Company will be borne by the Company.

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Taxation

Information concerning the tax status of the Company is contained in paragraph 4 of Part IV of thisprospectus. If any potential investor is in any doubt about the taxation consequences of acquiring, holdingor disposing of Shares, he should seek advice from his own independent professional adviser.

Meetings and reports to Shareholders

All general meetings of the Company shall be held in Guernsey. The Company will hold a general meetingas its annual general meeting each year, which is expected to be in April each year, with the first meeting tobe held in April 2007.

The Company’s audited annual report and accounts will be prepared to 31 December each year,commencing in 31 December 2006, and it is expected that copies will be sent to Shareholders in June eachyear, or earlier if possible. Shareholders will also receive an unaudited interim report each yearcommencing in respect of the period to 30 June 2007, expected to be despatched in October each year, orearlier if possible. The Company’s audited annual report and accounts will be available on the Company’swebsite.

The Company’s accounts will be drawn up in US dollars and in compliance with International FinancialReporting Standards.

Conflicts of interest

The Manager and its respective officers and employees may be involved in other financial, investment orprofessional activities that may on occasion give rise to conflicts of interest with the Company. Inparticular, the Manager may provide investment management, investment advice or other services inrelation to a number of funds, that may have similar investment policies to that of the Company or funds inwhich the Company invests.

The Manager will have regard to its obligations under its agreement with the Company or otherwise to actin the best interests of the Company, so far as is practicable having regard to its obligations to other clients,when potential conflicts of interest arise. Having regard to these obligations, the Company may buyinvestments from or sell investments to the Manager only on an arm’s length basis. In particular, theManager will use its reasonable efforts to ensure that the Company has the opportunity to participate inpotential investments identified by the Manager, that fall within the Company’s investment objectives andpolicy, on the best terms reasonably obtainable at the relevant time having regard to the interests of theCompany.

It should be noted that one of the Directors, James Lee, is the Deputy Chief Executive Officer of EFGInternational, the parent company of the Manager.

Corporate Governance

The Company is committed to complying with the corporate governance obligations which apply toGuernsey registered companies. In addition, the Company will comply from Admission with the AITCCode of Corporate Governance produced by the Association of Investment Trust Companies and is notpresently aware of any departures from the AITC Guidelines.

Audit and remuneration committees

The Company’s Audit Committee will meet formally at least twice a year for the purpose, amongst otherthings, of considering the appointment, independence and remuneration of the auditor and to review theannual accounts and interim report. Where non-audit services are to be provided by the auditor, fullconsideration of the financial and other implications on the independence of the auditor arising from anysuch engagement will be considered before proceeding. The Audit Committee comprises Christopher Fishand Emmanuel Gavaudan. The principal duties of the Audit Committee will be to consider theappointment of external auditors, to discuss and agree with the external auditors the nature and scope ofthe audit, to keep under review the scope, results and cost effectiveness of the audit and the independenceand objectivity of the auditor, to review the external auditors’ letter of engagement and management letterand to analyse the key procedures adopted by the Company’s service providers.

The Company’s Remuneration and Management Engagement Committee will meet formally on at least anannual basis for the purpose, amongst other things, of considering the appointment and remuneration ofthe Manager and of suppliers of services to the Company, as well as the fees of the Directors. TheRemuneration and Management Engagement Committee comprises all the Directors. The principal dutiesof the Remuneration and Management Engagement Committee will be to review the appointment andremuneration of the Manager, to review the fees payable to the Board of Directors and to review the feespayable to the Company’s other main service providers. As all the Directors are non-executive, it is notproposed to have a nominations committee.

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PART III

PLACING ARRANGEMENTS

Up to US$750,000,000 worth of shares in aggregate (excluding Shares issued pursuant to the Over-allotment Option), whether issued as Sterling Shares, Euro Shares or US dollar Shares of no par value arebeing marketed and are available under the Placing. As at the date of this prospectus, the actual number ofShares to be subscribed under the Placing is not known. The maximum number of Shares available underthe Placing should not be taken as an indication of the number of Shares finally to be issued.

The Directors and the Manager reserve the right not to proceed with the Placing if the Initial GrossProceeds are less than US$200 million or such lesser amount as the Directors and the Manager in theirabsolute discretion may decide.

However, if the Directors nevertheless decide to proceed with the Placing if the Initial Gross Proceeds areless than US$200 million at the prevailing exchange rates or such lesser amount or number as theDirectors, the Manager and the Placing Agents in their absolute discretion may determine, the Companywill publish a supplementary prospectus notifying the market of this fact and confirming that the Companyhas sufficient working capital for its requirements.

Placing

Shares will be issued at US$10, A10 or £10 in the relevant class. The Placing is not being underwritten.

The Company, the Manager, EFG Bank and EFG Eurobank Securities, the Placing Agents, the Directors,Sabby Mionis and Angelos Metaxa have entered into the Placing Agreement whereby the Placing Agents,EFG Bank and EFG Eurobank Securities have agreed, as agents for the Company, to use their reasonableendeavours to procure subscribers for Shares under the Placing at the Issue Price.

In connection with the Offer, it is intended to passport this Prospectus into Finland, Greece, Ireland,Luxembourg, The Netherlands, Norway, Portugal, Spain and Sweden.

General

The minimum application under the Placing is for US$65,000 for US dollar Shares, A50,000 for EuroShares and £35,000 for Sterling Shares provided that if the Company or the Placing Agents determine attheir absolute discretion that if the minimum subscription amount for the Sterling Shares or US dollarShares as at the closing date of the Placing is less than A50,000, the Company or the Placing Agents shall beentitled to require that the minimum subscription amount for the Sterling Shares and US dollar Shares(respectively) as it determines to be at least equivalent to A50,000. Subscribers for Sterling Shares and US$Shares whose applications do not meet the minimum subscription amount due to the minimumsubscription amount being raised will be notified as at the close of the Placing and invited to increase theirsubscriptions before the date of Admission. The Directors may in their absolute discretion waive theminimum application requirements in respect of any particular application under the Placing. Multiplesubscriptions from individual subscribers will not be accepted.

Shares representing US$20 million will be subscribed for by Sabby Mionis and Angelos Metaxa, who haveundertaken not to dispose of these Shares for a period of two years after Admission. A summary of theterms of the agreements is set out in paragraph 7 of Part IV of this document.

All applications for Shares at the Issue Price will be payable in full in cash. No commissions will be paid bythe Company to any applicants under the Placing. Definitive certificates in respect of Shares in certificatedform will be dispatched by post in the week commencing 24 July 2006. Temporary documents of title willnot be issued.

The Shares will be offered to institutional investors in the UK and the rest of the world, other than theUnited States. In addition, certain intermediaries will be invited to apply for Shares in the Offer on behalfof clients in the United Kingdom, Belgium, Finland, France, Greece, Hong Kong, Ireland, Israel,Luxembourg, Monaco, The Netherlands, Norway, Portugal, Singapore, Spain, Sweden and Switzerland. Nospecific number of Shares has been set aside for, and there will be no preferential treatment of,intermediaries. Applications by intermediaries for Shares will be treated in the same manner, andallocations will be determined on the same basis, as those received from institutional investors.

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In making an application, each intermediary will be undertaking on its own behalf (and not on behalf ofany other person) to make payment for the Shares to which its application relates. An application by anintermediary must be made on an intermediaries application form, which will contain the terms andconditions on which intermediaries will be invited to apply. Intermediaries will be required to representand warrant certain matters, including in respect of compliance with local securities laws.

Over-allotment and stabilisation

In connection with the Placing, Merrill Lynch International as stabilisation manager, or any other personacting for it may, on behalf of the Placing Agents, EFG Bank and EFG Eurobank Securities, over-allot oreffect transactions which are intended to stabilise or maintain the market price of the Shares at a levelhigher than that which might otherwise prevail for a period of 30 days after the results of the Placing areannounced. However, there may be no obligation on Merrill Lynch International, or any agent of MerrillLynch International, to do this. Such transactions may be effected on the London Stock Exchange and anyother securities market, over the counter market, stock exchange or otherwise. Such stabilising, ifcommenced, may be discontinued at any time and must be brought to an end 30 days after the results ofthe Placing are announced. Save as required by law, Merrill Lynch International does not intend to disclosethe extent of any over-allotment and/or stabilisation transactions under the Placing or the amount of anylong or short positions.

The Company will grant Merrill Lynch International, on behalf of the Placing Agents, EFG Bank and EFGEurobank Securities, the Over-allotment Option, exercisable for a period of 30 days after the results of thePlacing are announced which will require the Company to issue up to 15 per cent. of the aggregate numberof Shares available in the Placing (before any exercise of the Over-allotment Option) at the Issue Price tocover over-allotments (if any) and to cover short positions resulting from stabilisation transactions. Anysuch Shares will be offered on the same terms and conditions as other Shares in the Placing.

CREST

Shares will be issued in registered form and may be held in either certificated or uncertificated form andsettled through CREST. Under the Placing, the Shares allocated will be transferred to successful applicantsunder the Placing through the CREST system.

It is expected that the Company will arrange for CRESTCo to be instructed on 24 July 2006 to credit theappropriate CREST accounts of the subscribers concerned or their nominees with their respectiveentitlements to Shares. The names of subscribers or their nominees investing through their CRESTaccounts will be entered directly on to the share register of the Company.

Dealings

It is expected that the basis of allocation under the Placing will be announced on 19 July 2006. It isexpected that dealings in the Shares will commence on 24 July 2006. Dealings in Shares in advance of thecrediting of the relevant stock account shall be at the risk of the person concerned.

The ISIN number and SEDOL code for the US dollar Shares are GB00B170CY75 and BY170CY7respectively, for the Euro Shares are GB00B170CX68 and B170CX6 and for the Sterling Shares areGB00B170BK64 and B170BK6.

Settlement

Payment for Shares issued under the Placing should be made through the Placing Agents, in any such casein accordance with settlement instructions to be notified to placees by the Placing Agents. To the extentthat any application is rejected in whole or in part, monies received will be returned without interest at therisk of the applicant.

Transfer of Shares

The transfer of Shares outside the CREST system following the Placing should be arranged directlythrough CREST. However, an investor’s beneficial holding held through the CREST system may beexchanged, in whole or in part, only upon the specific request of a beneficial owner to CREST for sharecertificates or an uncertificated holding in definitive registered form. If a Shareholder or transfereerequests Shares to be issued in certificated form and is holding such Shares outside CREST, a sharecertificate will be despatched either to him or his nominated agent (at his risk) within 21 days of

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completion of the registration process or transfer, as the case may be, of the Shares. Shareholders holdingdefinitive certificates may elect at a later date to hold such Shares through CREST or in uncertificatedform provided they surrender their definitive certificates.

Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UKand/or Guernsey, the Company and its agents or the Manager will require evidence in connection with anyapplication for Shares, including further identification of the applicant(s), before any Shares are issued.

Further issue of shares

The Directors of the Company have undertaken not to issue any further securities of the Company for aperiod of 180 days following the date of Admission.

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PART IV

ADDITIONAL INFORMATION

1. Incorporation and administration

1.1 The Company was incorporated with limited liability in Guernsey under the Companies Laws andunder the Ordinance on 13 June 2006 with registered number 44929 as a closed-ended investmentprotected cell company. The registered office and principal place of business of the Company isArnold House, St. Julian’s Avenue, St. Peter Port, Guernsey GY1 3NF and the telephone number is01481 707198. The Company operates under the Companies Laws and ordinances and regulationsmade thereunder and has no subsidiaries or employees.

1.2 Persons investing and dealing with a cell of the Company only have recourse to, and their interestsshall be limited to, the assets from time to time attributable to that cell and they have no recourse tothe assets of any other cell or, except as provided under the Ordinance, against any non-cellularassets of the Company. The non-cellular assets of the Company consist of cash and cash equivalentsheld by the Company but not attributable to any cell in the Company. There is currently one cellcreated in the Company CMA Global Hedge 1, and established in accordance with the Ordinance.Shares are being made available under the Placing in respect of CMA Global Hedge 1 only. Othercells and classes of shares thereof may be introduced by the Company, on the authority of theDirectors, from time to time.

1.3 The Directors confirm that the Company has not traded and that no accounts of the Company havebeen made up since its incorporation on 13 June 2006. The Company’s accounting period willterminate on 31 December of each year, with the first year end on 31 December 2006.

1.4 Save for its entry into the material contracts summarised in paragraph 7 of this Part IV and certainnon-material contracts, since its incorporation the Company has not carried on business norincurred borrowings. The Company has applied for a certificate from H.M. Greffier in Guernseyentitling it to commence business and exercise borrowing powers.

1.5 Changes in the authorised and issued share capital of the Company since incorporation aresummarised in section 2 below.

1.6 PricewaterhouseCoopers CI LLP has been the only auditor of the Company since its incorporation.PricewaterhouseCoopers CI LLP is a member of the Institute of Chartered Accountants ofEngland & Wales. The annual report and accounts will be prepared according to InternationalFinancial Reporting Standards.

1.7 There has been no significant change in the trading or financial position of the Company since itsincorporation.

2. Share Capital

2.1 The authorised share capital of the Company on incorporation is represented by an unlimitednumber of Shares of no par value (which upon issue the Directors may classify as Sterling Shares,Euro Shares and US dollar Shares relating to specific cells) and two management shares of £1.00each. At incorporation, the two management shares were subscribed by the subscribers to theMemorandum of Association. These Shares were transferred on 22 June 2006 to Banco Nominees(Guernsey) Limited and Julian Carey.

The maximum issued share capital of the Company (all of which will be fully paid) immediatelyfollowing the Placing will consist of a maximum of US$750 million worth of Shares (excludingShares issued pursuant to the Over-allotment Option), whether issued as Sterling Shares, EuroShares or US dollar Shares.

On 29 June 2006 the holders of the two issued Shares in the Company, Banco Nominees(Guernsey) Limited and Julian Carey, passed a written special resolution approving the cancellationof the entire amount which will stand to the credit of the share premium account immediately afterthe Placing, conditionally upon the issue of the Shares pursuant to the Placing and the payment infull thereof and with respect to any further issue of Shares. An application will be made to theRoyal Court of Guernsey to confirm the reduction of the share premium account. This cancellation,when confirmed by the Royal Court, will enable the Company to effect purchases of its own Shares.

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2.2 The Directors are entitled to allot Shares of the Company immediately following the Placing forcash or otherwise and classify such shares as Sterling Shares, Euro Shares, US dollar Shares (or anyother currency of their choice or with such other special rights as they may determine). Neither theCompanies Laws nor the Company’s Articles of Association confer any rights of pre-emption infavour of existing Shareholders in respect of such unissued share capital.

2.3 Subject to the exceptions set out in paragraph 6.2.7 of this Part IV in the section headed ‘‘Transferof Shares’’, Shares are freely transferable and Shareholders are entitled to participate (inaccordance with the rights specified in the Articles of Association) in the assets of the Companyattributable to their Shares in a winding up of the Company or a winding up of the business of theCompany.

2.4 Save as disclosed in this paragraph 2, since the date of its incorporation, no share or loan capital ofthe Company has been issued or agreed to be issued, or is now proposed to be issued, either forcash or any other consideration and no commissions, discounts, brokerages or other special termshave been granted by the Company in connection with the issue or sale of any such capital. Noshare or loan capital of the Company is under option or has been agreed, conditionally orunconditionally, to be put under option.

2.5 All of the Shares will be in registered form and eligible for settlement in CREST. Temporarydocuments of title will not be issued.

3. Directors’ and Other Interests

3.1 Insofar as is known to the Company, none of the Directors will subscribe for Shares under thePlacing and the Company is not aware of any other interests of any Director, including anyconnected person, the existence of which is known to, or could with reasonable diligence beascertained by, such Director whether or not held through another party, in the share capital of theCompany, together with any options in respect of such capital immediately following the Placing.All such Shares allotted and issued will be beneficially held by such Directors unless otherwisestated. It should be noted that James Lee is the Deputy Chief Executive Officer of EFGInternational, the parent company of the Manager.

3.2 As at the date hereof, in so far as is known to the Company, no person is or will, immediatelyfollowing the Placing, be directly or indirectly interested in 3 per cent. or more of the Company’scapital. None of the Company’s shareholders has voting rights attached to the Shares they holddifferent from the voting rights attached to the other shares in the Company.

3.3 The aggregate remuneration and benefits in kind of the Directors in respect of the Company’saccounting period ending on 31 December 2006 which will be payable out of the assets of theCompany are not expected to exceed £30,000. Each of the Directors will receive £20,000 per annum.The Chairman will be entitled to receive £35,000 per annum and the chairman of the auditcommittee will receive an additional fee of £5,000 per annum.

3.4 No Director has a service contract with the Company, nor are any such contracts proposed. TheDirectors’ appointments can be terminated in accordance with the Articles of Association andwithout compensation. There is no notice period specified in the Articles of Association for theremoval of Directors. The Articles of Association provide that the office of Director shall beterminated by, among other things: (i) written resignation; (ii) unauthorised absences from boardmeetings for 12 months or more; (iii) written request of the other Directors; and (iv) a resolution ofa majority of the shareholders eligible to vote.

3.5 No loan has been granted to, nor any guarantee provided for the benefit of, any Director by theCompany.

3.6 None of the Directors has, or has had, an interest in any transaction which is or was unusual in itsnature or conditions or significant to the business of the Company or which has been effected by theCompany since its incorporation.

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3.7 In addition to their directorships of the Company, the Directors hold or have held the followingdirectorships, and are or were members of the following partnerships, over or within the past fiveyears:

Past directorships/Name Current directorships/partnerships partnerships

Christopher Fish . . . . . Adirondack Trust Company Ltd Addison Racing LtdAl Shams Holdings Ltd Aegis Euro Fund LtdAries Trust Aegis US$ Fund LtdArkesdon Aviation Ltd Alkhaldia Berth SAPremier Asian Assets Trust Ltd Alkhaldia Land SABlenheim Fiduciary Group Ltd Alkhaldia SACanaletto Holdings Ltd Al Mulk Holdings LtdClose Bank Cayman Ltd Artem LtdClose Fund Services Ltd Canaletto Holdings SAClose International Asset Clock House Ltd

Management Holdings Ltd Eaton Realty LtdClose International Bank Holdings Ltd Elstreet LimitedThe Collette Trust Parfrance Holdings LtdGlavestone Jersey Ltd Sutto LtdHarlequin Insurance PCC Ltd Trans Properties LtdPolygon Insurance PCC Ltd Trans Securities LtdThe Hugo Trust Tusmore Park Holdings SAIceni Ltd Vintem LtdKafinvest Operating LtdKRSF Investments LtdLake Grace LtdLLCF Charitable TrustLouvre Fiduciary Group LtdMagna Holdings LtdMagna Petrochemicals LtdMannequin Insurance PCC LtdMerstal LtdMersy Investments LtdThe Montaigne TrustMorant Wright Japan Income Trust LtdNew Star Financial Opportunities Fund LtdNovastel LtdPalmyra Investments LtdParkway Administration Guernsey LtdPentagon Insurance Brokers LtdProdesse Investment LtdThe Racine Charitable TrustSafingest International SASagitta International LtdSKO Investments International LtdSamar Telecoms LtdTap Hal One LtdTap Property LtdTeesland Advantage Property Income Trust LtdTeuco Consultoria EconomicaSociadade Unipessoal LimitadaWahid Investments LtdWinstar LtdZenobia Maritime Ltd

Emmanuel Gavaudan . . Sark Fund and Master Funds Goldman SachsChannel Bridge Special Situations Fund and InternationalMaster Fund Goldman Sachs & Co1729 Management Cayman Ltd BankDR & AssociatesBoussard & Gavaudan Asset Management LPBoussard & Gavaudan PartnersBoussard & Gavaudan Gestion

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Past directorships/Name Current directorships/partnerships partnerships

James Lee . . . . . . . . . EFG Offshore Limited Hallco 434EFG Private Bank (Channel Islands) Limited U-XEL Holdings Limited

U-XEL LimitedEFG Investments (Bermuda) Limited XEL-Finance LimitedEFG Finance (Bermuda) Limited XEL-Travel LimitedEFG International (Bermuda) Limited Spirit Finance-I, Ltd,

Jersey

3.8 At the date of this prospectus:

3.8.1 none of the Directors has any convictions in relation to fraudulent offences for at least theprevious five years;

3.8.2 none of the Directors was a director of a company, a member of an administrative,management or supervisory body or a senior manager of a company within the previous fiveyears which has entered into any bankruptcy, receivership or liquidation proceedings; and

3.8.3 none of the Directors has been subject to any official public incrimination and/or sanctionsby statutory or regulatory authorities (including designated professional bodies) or has beendisqualified by a court from acting as a member of the administrative, management orsupervisory bodies of an issuer or from acting in the management or conduct of the affairs ofany issuer for at least the previous five years.

3.9 The Company will maintain directors’ and officers’ liability insurance on behalf of the Directors atthe expense of the Company.

3.10 The Company is not aware of any person who directly or indirectly, jointly or severally, exercises or,immediately following the Placing, could exercise control over the Company.

3.11 No members of the Administrator or Manager have any service contracts with the Company.

4. Cells and Allocation of Assets and Liabilities

4.1 The Company was incorporated with a Guernsey protected cell company structure and is requiredby the Ordinance to keep the income, profits and assets attributable to each cell separate fromthose of the other cells and those not attributable to any cell. Under the Ordinance, the creditors ofa particular cell of the Company only have access to assets attributable to that cell. Accordingly,each cell of the Company will bear its own liabilities and will remain ultimately liable to thirdparties for its own liabilities.

4.2 The Company may from time to time, on the authority of the Directors, create one or more cellseach comprising one or more classes of shares. Holders of shares attributable to a cell will only beentitled to participate in the income, profits and assets attributable to that cell. Different classes ofshares may be created within each cell having different rights of participation in the cell.

4.3 The Company currently has one Cell called CMA Global Hedge 1.

4.4 The net proceeds of the Issue will be attributable as assets of, and credited to, CMA GlobalHedge 1 in the books of the Company and will be invested for the benefit of the holders of theShares. The costs incurred in the management and administration of the Company will be chargedsolely to the Cell until a further participating cell is created.

4.5 The Directors shall have discretion to determine the allocation of assets, liabilities, income andexpenses (including, inter alia, the costs and expenses of any hedging transactions) between the cellsof the Company.

4.6 Where Directors have determined to issue one or more share classes in respect of a cell, theDirectors shall have discretion to determine the allocation of assets, liabilities, income and expenses(including, inter alia, the costs and expenses of any hedging transactions) between the share classesof the cell.

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5. Taxation

General

The information below, which relates only to Guernsey taxation, summarises the advice received by theBoard and is applicable to the Company and to persons who are resident or ordinarily resident inGuernsey for taxation purposes and who hold Shares as an investment. It is based on current Guernseyrevenue law and published practice, respectively, which law or practice is, in principle, subject to anysubsequent changes therein.

If you are in any doubt about your tax position, or if you may be subject to tax in a jurisdiction other thanGuernsey, you should consult your professional adviser.

Guernsey

Guernsey currently does not levy taxes upon capital inheritances, capital gains (with the exception of adwellings profit tax) gifts, sales or turnover, nor are there any estate duties, save for an ad valorem fee forthe grant of probate or letters of administration.

The Company has applied for and has been granted exempt status for Guernsey tax purposes.

In return for the payment of a fee, currently £600, a company is able to apply annually for exempt statusfor Guernsey tax purposes. A company that has exempt status for Guernsey tax purposes is exempt fromtax in Guernsey on both bank deposit interest and any income that does not have its source in Guernsey.

Payments of dividends and interest by a company that has exempt status for Guernsey tax purposes areregarded as having their source outside Guernsey and hence are payable without deduction of tax inGuernsey.

In response to the review carried out by the European Union Code of Conduct Group, the Policy Councilof the States of Guernsey has announced that the States of Guernsey intends to abolish exempt status forthe majority of companies with effect from January 2008 and to introduce a zero rate of tax for companiescarrying all but a few specified types of regulated business. However the States of Guernsey Administratorof Income Tax has advised that because collective investment schemes, including closed ended investmentvehicles, were not one of the regimes in Guernsey that were classified by the EU Code of Conduct Groupas being harmful, it is intended that collective investment schemes and closed ended investment vehicleswill continue to be able to apply for exempt status for Guernsey tax purposes after 31 December 2007.

These proposals have yet to be enacted.

The Policy Council of the States of Guernsey has stated that it may consider further revenue raisingmeasures in 2011/2012, including possibly the introduction of a goods and services tax, depending on thestate of Guernsey’s public finances at that time.

Document duty is payable on the creation or increase of authorized share capital at the rate of one half ofone per cent. of the nominal value of the authorized share capital of a company incorporated in Guernseyup to a maximum of £5,000 in the lifetime of a company. In the case of a Guernsey company which is aclosed-ended investment company with an authorized share capital consisting of shares of no par value,such as the Company, the document duty is set at a flat rate of £2,000. No stamp duty is chargeable inGuernsey on the issue, transfer or redemption of shares.

The Shareholders

Any shareholders who are resident for tax purposes in Guernsey, Alderney or Herm will suffer nodeduction of tax by the company from any dividends payable by the Company whilst it holds ExemptCompany status but the Administrator will provide details of distributions made to Shareholders residentin the Islands of Guernsey, Alderney and Herm to the Administrator of Income Tax in Guernsey.Shareholders resident outside Guernsey will not be subject to any tax in Guernsey in respect of any Sharesowned by them.

Guernsey has introduced measures equivalent to the EU Savings Directive. However, closed ended fundsestablished in Guernsey are outside the scope of those measures as they are not considered ‘‘UCITSequivalent’’ and therefore payments made by closed ended investment companies are not subject to theterms of the Directive or its equivalent measures.

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6. Memorandum and Articles of Association

6.1 The Memorandum of Association of the Company provides that the objects of the Companyinclude carrying on business as an investment company. The objects of the Company are set out infull in Clause 4 of the Memorandum of Association, copies of which are available for inspection atthe addresses specified in paragraph 16 of this Part IV.

6.2 The Articles of Association contain provisions, inter alia, to the following effect:

6.2.1 Shares–generally

(i) The share capital of the Cell is represented by an unlimited number of redeemableparticipating preference Shares of no par value which may be divided into threeclasses denominated in Sterling, Euros and US dollars having the rights hereinafterdescribed.

(ii) Shareholders shall have the following rights:

Dividends

Shareholders are entitled to receive, and participate in, any dividends or otherdistributions out of the profits of the Company available for dividend and resolved tobe distributed in respect of any accounting period or other income or right toparticipate therein.

Voting

The Shareholders shall have the right to receive notice of and to attend and vote atgeneral meetings of the Company and each holder of Shares being present in personor by attorney at a meeting shall upon a show of hands have one vote and upon a polleach such holder present in person or by proxy or by attorney shall have one vote inrespect of each Share held by him.

(iii) Without prejudice to any special rights previously conferred on the holders of anyexisting shares or class of shares, any share in the Company may be issued with suchpreferred, deferred or other special rights or restrictions whether as to dividend,voting, return of capital or otherwise as the Company at any time by ordinaryresolution may determine and subject to and in default of such determination as theBoard may determine.

(iv) Subject to the provisions of the Companies Laws, the terms and rights attaching toany class of shares, the Articles and any guidelines established from time to time bythe Directors, the Company may from time to time purchase or enter into a contractunder which it will or may purchase any of its own shares. The making and timing ofany buy back will be at the absolute discretion of the Directors.

(v) If at any time the share capital is divided into further classes of shares the rightsattached to any class (unless otherwise provided by the terms of issue) may whetheror not the Company is being wound up be varied with the consent in writing of theholders of three-fourths of the issued shares of that class or with the sanction of aspecial resolution of the holders of the shares of that class.

6.2.2 Shares in the Cell

Income

The holders of Shares have the right to receive in proportion to their holdings all therevenue profits of CMA Global Hedge 1 (including accumulated revenue reserves)attributable to the Shares as a class available for distribution and determined to bedistributed by way of interim and/or final dividend at such times as the Directors maydetermine.

Capital

On a winding up of CMA Global Hedge 1, after paying all the debts attributable to andsatisfying all the liabilities of CMA Global Hedge 1, holders of the Shares shall be entitled toreceive by way of capital any surplus assets of CMA Global Hedge 1 attributable to the

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Shares as a class in proportion to their holdings as more particularly described inparagraph 6.2.4 below. The holders of the Shares are only entitled to participate in the assetsof the Cell attributable to the Shares as a class and have no entitlement to participate in thedistribution of any assets attributable to any other Cell.

Voting

Subject to the following, the rights as to voting attributable to the Shares are identical tothose of the shares generally.

The Company shall not without the previous consent in writing of the holders of not lessthan three-quarters of the Shares in issue or the sanction of a resolution passed at a separategeneral meeting of the holders of the Shares by a majority of not less than three-quarters ofthe votes cast at such meeting:

(1) issue any further class of Cell Shares the rights or liabilities of which are attributableto CMA Global Hedge 1 where such new class of Cell Shares are expressed to rank inpriority to the Shares; or

(2) make any material change in the investment policy of CMA Global Hedge 1 which atthe time of such change, appears likely in the reasonable opinion of the Directors tobe materially prejudicial to holders of Shares; or

(3) pass any resolution amending, altering or abrogating any of the rights attaching to theShares as a class.

The holders of Shares shall not be entitled to vote on the establishment of any further Cell(s)in the Company.

6.2.3 Duration

The Company will have an unlimited life.

6.2.4 Winding-up

(i) The capital attributable to each class of Shares then in issue (if more than one) afterpayment of all creditors on a winding up or other return of capital shall bedetermined at each NAV Calculation Date on the following basis:

S=T+U+Y (V-X)-W

where:

T (i) at the first NAV Calculation Date following the date of first issue of Shares ofthat class is the gross subscription proceeds received by the Company on the issue ofShares of that class less the expenses of such issue provided that where on any suchissue more than one class of Share is issued the relevant expenses incurred in respectof such issue shall be the same proportion of the total expenses of that issue as thegross subscription proceeds received by the Company in respect of that class of Shareon that issue bears to the total gross subscription proceeds received by the Companyin respect of the issue of all classes of Shares issued at that time and (ii) thereafter isS as at the immediately preceding NAV Calculation Date plus the gross subscriptionproceeds (if any) received by the Company on any issue of Shares of that class issuedbetween that immediately preceding NAV Calculation Date and that NAVCalculation Date less the expenses of such issue provided that where on any suchissue more than one class of Shares is issued the relevant expenses incurred in respectof such issues shall be the same proportion of the total expenses of that issue as thegross subscription proceeds received by the Company in respect of that class ofShares on that issue bears to the total gross subscription proceeds received by theCompany in respect of the issue of all classes of Shares issued at that time;

U is the net foreign exchange gains or losses (if any) accruing to the Cell resultingfrom foreign exchange transactions in the currency class in which that class of Sharesis denominated in the period since the immediately preceding NAV Calculation Date;

V is the increase/decrease in the value of the gross assets of the relevant Cell in theperiod since the immediately preceding NAV Calculation Date;

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W is the ad valorem expenses (being the management fee, the performance fee, thecustodian fee and the administration fee together with such other fees or expenses atthe Directors may determine from time to time) accruing in respect of that class ofShares in the period since the immediately preceding NAV Calculation Date;

X is the other non ad valorem expenses accruing to the Cell in the period since theimmediately preceding NAV Calculation Date;

Y is S at the immediately preceding NAV Calculation Date divided by Z; and

Z is the sum at the immediately preceding NAV Calculation Date of S for all classesof Shares of the relevant cell in issue at that immediately preceding NAV CalculationDate,

provided that on the first NAV Calculation Date for any class of Shares S shall bedeemed to be equal to T,

and where a winding-up or other return of capital takes place otherwise than on aNAV Calculation Date, the capital attributable to each class of Shares then in issueshall be calculated in accordance with the above formula but pro rating (wherenecessary) all amounts set out above from the preceding NAV Calculation Date tothe actual date of winding up or other return of capital. The capital attributable toeach class of Shares then in issue shall be calculated in US dollars and if necessaryany amounts which are referred to above and which are denominated in a differentcurrency shall be converted at the relevant exchange rate quoted or displayed byReuters at 16.30 p.m. (London time) as at a date determined by the Directors beingnot more than 5 business days before the relevant NAV Calculation Date or date ofwinding-up or other return of capital (as applicable) (or such alternative exchangerate and/or determination mechanism as the Directors in their absolute discretionmay determine).

(ii) On a winding-up the surplus assets remaining after payment of all creditors shall bedivided amongst the classes of Shares then in issue (if more than one) in the sameproportions as capital is attributable to them at the relevant winding-up date ascalculated pursuant to subparagraph (i) above and within each such class, such assetsshall be divided pari passu among the holders of Shares of that class in proportion tothe number of Shares of that class held at the commencement of the winding-up,subject in any such case to the rights of any Shares which may be issued with specialrights or privileges.

(iii) On a winding-up the liquidator may, with the authority of a special resolution, divideamongst the members in specie any part of the assets of the Company, and may setsuch value as he deems fair upon any one or more class or classes of property, andmay determine the method of division of such assets between members. Theliquidator may with like authority vest any part of the assets in trustees upon suchtrusts for the benefit of members as he shall think fit but no member shall becompelled to accept any assets in respect of which there is any liability.

(iv) Where the Company is proposed to be or is in the course of being wound-up and thewhole or part of its business or property is proposed to be transferred or sold toanother company the liquidator may, with the sanction of an ordinary resolution,receive in compensation shares, policies or other like interest for distribution or mayenter into any other arrangements whereby the members may, in lieu of receivingcash, shares policies, or other like interests, participate in the profits of or receive anyother benefit from the transferee.

6.2.5 Notice Requiring Disclosure of Interest in Shares

The Directors shall have power by notice in writing to require any member to disclose to theCompany the identity of any person other than the member (an interested party) who hasany interest in the shares held by the member and the nature of such interest.

Any such notice shall require any information in response to such notice to be given inwriting within such reasonable time as the Directors may determine. The Directors may be

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required to exercise their powers under the relevant Article on a requisition of membersholding not less than 1/10th of the paid up capital of the Company that at that date carriesvoting rights. If any member is in default in supplying to the Company the informationrequired by the Company within the prescribed period (which is 28 days after service of thenotice or 14 days if the shares concerned represent 0.25 per cent. or more in value of theissued shares of the relevant class), the Directors in their absolute discretion may serve adirection notice on the member. The direction notice may direct that in respect of the sharesin respect of which the default has occurred (the ‘‘default shares’’) and any other shares heldby the member, the member shall not be entitled to vote in general meetings or classmeetings. Where the default shares represent at least 0.25 per cent of the class of sharesconcerned, the direction notice may additionally direct that dividends on such shares will beretained by the Company (without interest) and that no transfer of the default shares (otherthan a transfer authorised under the Articles) shall be registered until the default is rectified.

6.2.6 Dividends

(i) No dividend shall be paid other than out of the profits of the Company, providedalways that all monies realised on the sale or other realisation of any capital assets inexcess of book value and all other monies in the nature of accretion to capital shallnot be treated as profits available for dividend.

(ii) The Directors may if they think fit at any time declare and pay such annual or interimdividends as appear to be justified by the position of the Company.

(iii) All unclaimed dividends may be invested or otherwise made use of by the Directorsfor the benefit of the Company until claimed and the Company shall not beconstituted a trustee thereof. No dividend shall bear interest against the Company.Any dividend unclaimed after a period of 12 years from the date of declaration ofsuch dividend shall be forfeited and shall revert to the Company.

(iv) The Directors are empowered to create reserves before recommending or declaringany dividend. The Directors may also carry forward any profits which they thinkprudent not to distribute by dividend.

6.2.7 Commission

The Company may pay commission in money or shares to any person in consideration for hissubscribing or agreeing to subscribe whether absolutely or conditionally for any shares in theCompany or procuring or agreeing to procure subscriptions whether absolute or conditionalfor any shares in the Company provided that the rate or amount of commission shall be fixedby the Directors. The Company may also pay brokerages.

6.2.8 Transfer of Shares

The Articles provide that the Directors may implement such arrangements as they may thinkfit in order for any class of shares to be admitted to settlement by means of the CRESTsystem. If the Directors implement any such arrangements no provision of the Articles shallapply or have effect to the extent that it is in any respect inconsistent with:

(i) the holding of shares of that class in uncertificated form;

(ii) the transfer of title to shares of that class by means of the CREST system; or

(iii) the CREST Guernsey Requirements.

Where any class of shares is, for the time being, admitted to settlement by means of theCREST system such securities may be issued in uncertificated form in accordance with andsubject as provided in the CREST Guernsey Requirements. Unless the Directors otherwisedetermine, such securities held by the same holder or joint holders in certificated form anduncertificated form shall be treated as separate holdings. Such securities may be changedfrom uncertificated to certificated form, and from certificated to uncertificated form, inaccordance with and subject as provided in the CREST Guernsey Requirements. Title tosuch of the shares as are recorded on the register as being held in uncertificated form may betransferred only by means of the CREST system and as provided in the CREST GuernseyRequirements. Every transfer of shares from a CREST account of a CREST member to a

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CREST account of another CREST member shall vest in the transferee a beneficial interestin the shares transferred, notwithstanding any agreements or arrangements to the contrary,however and whenever arising and however expressed.

Subject to such of the restrictions of the Articles as may be applicable, any member maytransfer all or any of his certificated shares by an instrument of transfer in any usual form orin any other form which the Directors may approve. The instrument of transfer of a shareshall be signed by or on behalf of the transferor and, unless the share is fully paid, by or onbehalf of the transferee. The Directors may refuse to register a transfer of any share incertificated form which is not fully paid up or on which the Company has a lien provided thatthis would not prevent dealings from taking place on an open and proper basis. TheDirectors may also refuse to register any transfer of certificated shares which is prohibited bythe provisions described above, or any transfer of shares unless such transfer is in respect ofonly one class of shares, is in favour of a single transferee or no more than four jointtransferees, is delivered for registration to the registered office or such other place as theDirectors may decide, and is accompanied by the relevant share certificate(s) and such otherevidence as the Directors may reasonably require to show the right of the transferor to makethe transfer.

Subject to such of the restrictions of the Articles as may be applicable, any member maytransfer all or any of his uncertificated shares by means of a relevant system authorised bythe Directors in such manner provided for, and subject as provided, in any regulations issuedfor this purpose under the Companies Laws or such as may otherwise from time to time beadopted by the Directors on behalf of the Company and the rules of any relevant system andaccordingly no provision of the Articles shall apply in respect of an uncertificated share tothe extent that it requires or contemplates the effecting of a transfer by an instrument inwriting or the production of a certificate for the shares to be transferred.

Subject to the provisions of the CREST Guernsey Requirements, the registration oftransfers may be suspended at such times and for such periods as the Directors may fromtime to time determine, provided that such suspension shall not be for more than 30 days inany year.

No transfer, without the consent of the Directors, will be registered if it would result in morethan 100 US Persons being the beneficial owners of Shares or other outstanding securities atanytime, such number to be determined in accordance with section 3(c)(i) of the InvestmentCompany Act.

If at any time (a) the aggregate number of US residents who are beneficial owners of Shares(which shall include beneficial ownership by attribution pursuant to section 3(c) (1)(i) of theUnited States Investment Company Act of 1940) (being referred to as ‘‘US-held Shares’’) ismore than 80 or (b) the holding or beneficial ownership of any Shares would (whether on itsown or taken with other Shares), in the opinion of the Directors, cause the assets of theCompany to be considered ‘‘plan assets’’ within the meaning of the plan asset regulations29 C.F.R. § 2510.3-101 adopted by the United States Department of Labor under theEmployee Retirement Income Security Act of 1974 as amended, then any Shares which theDirectors decide are Shares which are beneficially owned by US residents who are in excessof the maximum of 80 or are held or beneficially owned as referred to in (b) above (together,‘‘Prohibited Shares’’) must be dealt with in accordance with the paragraph below. TheDirectors may at any time give notice in writing to the holder of a Share requiring him tomake a declaration as to whether or not the Share is a US-held Share.

The Directors shall give written notice to the most recently registered holder of any Sharewhich appears to them to be a Prohibited Share requiring him within 21 days (or suchextended time as the Directors consider reasonable) to transfer and/or procure the disposalof interests in such Share to another person so that it will cease to be a Prohibited Share.From the date of such notice until registration for such a transfer or a transfer arranged bythe Directors as referred to below, the Share will not confer any right on the holder toreceive notice of or to attend and vote at general meetings of the Company and of any classof Members and those rights will vest in the Chairman of any such meeting, who mayexercise or refrain from exercising them entirely at his discretion. If the notice is notcomplied with within 21 days to the satisfaction of the Directors, the Directors shall arrange

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for the Company to sell the Share at the best price reasonably obtainable to any other personso that the Share will cease to be a Prohibited Share. The net proceeds of sale (with interestat such rate as the Directors consider appropriate) shall be paid over by the Company to theformer holder upon surrender by him of the relevant Share certificate.

6.2.9 Conversion between classes

(i) As at 30 June and 31 December (or, where such day is not a NAV Calculation Date,the immediately preceding NAV Calculation Date) (each a ‘‘Conversion CalculationDate’’) in each year from 31 December 2006 a Shareholder may elect to convert someor all of his Shares of one class into Shares of any other class by giving at least 5business days’ notice before the relevant Conversion Calculation Date, specifying thenumber and class of Shares to be converted from and the class of Shares into whichthey are to be converted, either through submission of the relevant USE instruction(or such other CREST mechanism as may be appropriate) or through the submissionof any other required instruction under a relevant system in the case of Shares held inuncertificated form or through the return of the relevant share certificate to theCompany’s registrar in the case of Shares held in certificated form. The directors mayamend the process for conversion (including giving notice of conversion) in suchmanner as they see fit for the purposes of facilitating conversions of Shares inuncertificated or certificated form or to facilitate electronic communications. Suchnotice once given shall be irrevocable without the consent of the Directors. The dateon which conversion shall take place shall be a date determined by the Directorsbeing not more than 20 business days after the relevant Conversion Calculation Date.

Such conversion will be on the basis of the ratio of the last reported NAV of the class ofShares to be converted from (less the costs of effecting such conversion), to the last reportedNAV of the class of Shares to be converted to (each as at the relevant NAV CalculationDate).

6.2.10 Expenses

The Directors shall have discretion to determine the allocation of assets, liabilities, incomeand expenses (including, inter alia, the costs and expenses of any hedging transactions)between the cells of the Company.

Where Directors have determined to issue one or more share classes in respect of a cell, theDirectors shall have discretion to determine the allocation of assets, liabilities, income andexpenses (including, inter alia, the costs and expenses of any hedging transactions) betweenthe share classes of the cell.

6.2.11 Creation of additional Cells and issues of shares

Subject to the provisions of the Articles, the Directors may from time to time determine tocreate one or more cells and to issue one or more classes of shares thereof and theCompany’s unissued shares shall be at the disposal of the Board which may offer, allot, grantoptions over, or otherwise dispose of them to such persons, for such consideration, on suchterms and at such times as the Board determines but so that no share shall be issued at adiscount to its prevailing net asset value and so that the amount payable on application oneach share shall be fixed by the Board.

6.2.12 Alteration of Capital and Purchase of Shares

The Company may by ordinary resolution: consolidate all or any of its share capital intoshares of larger amount than its existing shares; subdivide all or any of its shares into sharesof a smaller amount than is fixed by the memorandum of association of the Company; orcancel any shares which at the date of the resolution have not been taken or agreed to betaken and diminish the amount of its authorised share capital by the amount of shares socancelled. The Company may by special resolution reduce its share capital, any capitalredemption reserve fund or any share premium account in any manner and with and subjectto any authority and consent required by the Companies Laws.

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6.2.13 Notices

Any notice to be given to or by any person pursuant to the Articles shall be in writing exceptthat a notice calling a meeting of the Directors need not be in writing. A notice may be givenby the Company to any member either personally or by sending it by post in a pre-paidenvelope addressed to the member at his registered address. A notice sent by post shall,unless the contrary is shown, be deemed to have been received:

(i) in the case of a notice sent to an address in the United Kingdom, Channel Islands orthe Isle of Man, on the third day after the day of posting;

(ii) in the case of a notice sent elsewhere by airmail on the seventh day after posting;

excluding in each case any day which is a Sunday, Good Friday, Christmas Day, a bankholiday in Guernsey or a day appointed as a day of public thanksgiving or public mourning inGuernsey.

A notice may be given by the Company to the joint holders of a Share by giving the notice tothe joint holder first named in respect of the Share in the register of members to be keptpursuant to the Laws.

A notice may be given by the Company to the persons entitled to a Share in consequence ofthe death or bankruptcy of a member by sending it through the post in a prepaid letteraddressed to them by name, or by the title of representatives of the deceased, or trustee ofthe bankrupt, or by any like description, at the address, if any, supplied for the purpose bythe persons claiming to be so entitled, or (until such an address has been so supplied) bygiving the notice in any manner in which the same might have been given if the death orbankruptcy had not occurred.

Notice for any general meeting shall be sent not less than ten days before the meeting. Thenotice shall be exclusive of the day on which it is served or deemed to be served and of theday for which it is given and shall be given to:

(i) every member who has supplied to the Company a registered address for the giving ofnotices to him;

(ii) every person upon whom the ownership of a Share devolves by reason of his being alegal personal representative or a trustee in bankruptcy of a member where theMember but for his death or bankruptcy would be entitled to receive notice of themeeting;

(iii) the auditor (if any) for the time being of the Company; and

(iv) each Director who is not a member.

No other person shall be entitled to receive notices of general meetings. The notice mustspecify the time and place of the general meeting and, in the case of any special business, thegeneral nature of the business to be transacted. With the consent in writing of all themembers, a meeting may be convened by a shorter notice or at no notice in any manner theythink fit. The accidental omission to give notice of any meeting or the non-receipt of suchnotice by any member shall not invalidate any resolution, or any proposed resolutionotherwise duly approved, passed or proceeding at any meeting.

6.2.14 Interests of Directors

(i) Save as mentioned below, a Director may not vote or be counted in the quorum onany resolution of the Board (or a committee of the Directors) in respect of any matterin which he has (together with any interest of any person connected with him) aninterest (other than by virtue of his interest in shares or debentures or other securitiesof the Company).

(ii) A Director who to his knowledge is in any way, directly or indirectly, interested in acontract or arrangement or proposed contract or arrangement with the Company,otherwise than by virtue of his interests in Shares or debentures or otherwise in orthrough the Company, shall disclose the nature of his interest to the Board. ADirector shall not vote or be counted in the quorum in relation to any resolution ofthe Board or of a committee of the Board concerning any contract or arrangement or

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any other proposals in which he is to his knowledge alone or together with any personconnected with him materially interested, save that a Director shall be entitled to vote(and be counted in the quorum) in respect of any resolution concerning any of thefollowing matters:

(a) the giving of a guarantee, security or indemnity in respect of money lent orobligations incurred by him or any other person at the request of or for thebenefit of the Company or any of its subsidiary undertakings;

(b) the giving of a guarantee, security or indemnity in respect of a debt orobligation of the Company or any of its subsidiary undertakings for which hehimself has assumed responsibility in whole or in part, either alone or jointlywith others, under a guarantee or indemnity or by the giving of security;

(c) a contract, arrangement, transaction or proposal concerning an offer of shares,debentures or other securities of the Company or any of its subsidiaryundertakings for subscription or purchase, in which offer he is or may beentitled to participate as a holder of securities or in the underwriting orsub-underwriting of which he is to participate;

(d) a contract, arrangement, transaction or proposal to which the Company is or isto be a party concerning another company in which he (and any personsconnected with him) is interested and whether as an officer, shareholder,creditor or otherwise, if he (and any persons connected with him) does not tohis knowledge hold an interest in shares representing one per cent. or more ofeither a class of the equity share capital of or the voting rights in the relevantcompany;

(e) a contract, arrangement, transaction or proposal for the benefit of employeesof the Company or any of its subsidiary undertakings which only awards him aprivilege or benefit generally awarded to the employees to whom it relates; or

(f) a contract, arrangement, transaction or proposal concerning the purchase ormaintenance of any insurance policy for the benefit of Directors or for thebenefit of persons including Directors.

(iii) Any Director may act by himself or by his firm in a professional capacity for theCompany, other than as auditor, and he or his firm shall be entitled to remunerationfor professional services as if he were not a Director.

(iv) Any Director may continue to be or become a director, managing director or otherofficer or member of a company in which the Company is interested, and any suchDirector shall not be accountable to the Company for any remuneration or otherbenefits received by him.

6.2.15 Remuneration of Directors

(i) The Directors shall be remunerated for their services at such rate as the Directorsshall determine provided that the aggregate amount of such fees shall not exceed£150,000 per annum (or such sum as the Company in general meeting shall from timeto time determine). The Directors shall also be entitled to be paid all reasonabletravelling, hotel and incidental expenses properly incurred by them in attending andreturning from general meetings, board or committee meetings or otherwise inconnection with the performance of their duties.

(ii) A Director may hold any other office or place of profit under the Company (otherthan the office of auditor) in conjunction with his office of Director on such terms asthe Directors may determine.

(iii) The Directors may from time to time appoint one or more of their body to the officeof managing director for such term and at such remuneration and upon such terms asthey determine.

(iv) The Directors may at any time appoint any person to be a Director either to fill acasual vacancy or as an addition to the existing Directors. Any Director so appointedshall be eligible for re-election at the next annual general meeting following his

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appointment. Without prejudice to those powers, the Company in general meetingmay by ordinary resolution appoint any person to be a Director either to fill a casualvacancy or as an additional Director.

6.2.16 Retirement of Directors

(i) At each annual general meeting of the Company all the Directors who held office atthe two preceding annual general meetings and did not retire shall retire from officeand shall be available for re-election at the same meeting.

(ii) A Director shall not be required to hold any shares in the Company in order toqualify to be a Director.

(iii) There is no age limit at which a Director is required to retire.

(iv) The office of Director shall be vacated if the Director resigns his office by writtennotice, if he shall have absented himself from meetings of the Board for a consecutiveperiod of twelve months and the Board resolves that his office shall be vacated, if hebecomes of unsound mind or incapable, if he becomes insolvent, suspends payment orcompounds with his creditors, if he is requested to resign by written notice signed byall his co-Directors, if the Company in general meeting by ordinary resolution shalldeclare that he shall cease to be a Director, if he becomes resident in the UnitedKingdom and, as a result, a majority of the Directors are resident in the UnitedKingdom or if he becomes prohibited from being a Director by reason of any ordermade under any provisions or any law or enactment.

6.2.17 Borrowing Powers

The Board may exercise all the powers of the Company to borrow money and to giveguarantees, mortgage, hypothecate, pledge or charge all or part of its undertaking, propertyor assets and uncalled capital and to issue debentures and other securities whether outrightor as collateral security for any liability or obligation of the Company or of any third partyprovided always that the aggregate principal amount of all borrowings (as defined in theArticles) by the Company shall not at the point of drawdown of any borrowings exceed 140per cent. of the Net Asset Value of the Company.

7. MATERIAL CONTRACTS

7.1 The following are all of the contracts, not being contracts entered into in the ordinary course ofbusiness, that have been entered into by the Company since its incorporation and are, or may be,material or that contain any provision under which the Company has any obligation or entitlementwhich is or may be material to the Company as at the date of this prospectus:

7.1.1 The Placing Agreement, dated 30 June 2006, between the Company, the Manager, EFGBank, EFG Eurobank Securities, the Directors, Sabby Mionis and Angelos Metaxa (the‘‘Founders’’) and the Placing Agents whereby the Placing Agents, EFG Bank and EFGEurobank Securities have agreed, as agents for the Company, to use their reasonableendeavours to procure subscribers for Shares under the Placing at the Issue Price. EFGBank, EFG Eurobank Securities and the Placing Agents are not under an obligation topurchase Shares in the event that they are unable to procure subscribers for Shares. For itsservices in connection with the Placing, the Placing Agents, EFG Bank, EFG EurobankSecurities and the Manager will be entitled to a placing commission of 2.5 per cent. of InitialGross Proceeds together with an incentive fee of 1.0 per cent. payable by the Company.

Under the Placing Agreement, the Company will grant Merrill Lynch International (onbehalf of the Placing Agents, EFG Bank and EFG Eurobank Securities) the Over-allotmentOption under which it will agree to make available up to 15 per cent. of the aggregatenumber of Shares available in the Placing (before any exercise of the Over-allotmentOption) for the purpose of meeting over-allotments in connection with the Placing. Thisoption will be exercisable upon notice by Merrill Lynch International given not later thannoon on the thirtieth day following the announcement of the results of the Placing. Save asrequired by law, Merrill Lynch International does not intend to disclose the extent of anyover-allotment made and/or any stabilisation transactions.

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Under the Placing Agreement, which is subject to certain customary conditions precedentand which may be terminated by the Placing Agents in certain customary circumstances priorto Admission, the Company, the Directors, the Founders and the Manager have givenwarranties to the Placing Agents concerning, inter alia, the accuracy of the informationcontained in this prospectus. The warranties and indemnities given by the Company and theManager are standard for an agreement of this nature and there is no cap on their liability.In addition, the Company and the Manager have given indemnities to the Placing Agents,EFG Bank and EFG Eurobank Securities. The warranties given by the Directors and theFounders are subject to financial caps.

The Manager will, at its discretion, pay the Placing Agents a financial services consultancyfee of up to US$3,000,000.

7.1.2 The Company and the Manager have entered into a Management Agreement dated 30 June2006 under which the Manager has been given responsibility for the day-to-day discretionarymanagement of the Company’s assets (including uninvested cash) in accordance with theCompany’s investment objectives and policy, subject to the overall supervision of theDirectors.

The Manager will be entitled to a management fee payable quarterly in arrear at a rate of1.25 per cent. per annum of the Total Assets of the Company calculated and accrued on amonthly basis and payable at the relevant quarter dates.

In addition, a performance fee of 5 per cent. of the amount (if any) by which the Net AssetValue of the Company at the end of any accounting period exceeds the Net Asset Value ofthe Company at launch or at the start of any such accounting period of the Company (or, ifhigher, the highest previous Net Asset Value in respect of which a performance fee was paid)is payable. The calculation of the total amount of any performance fee will be adjusted forthe repurchase or issue of Shares in any given accounting period.

The Management Agreement contains provisions under which the Company exempts theManager from all liabilities and indemnifies the Manager against all liabilities suffered bythe Manager in carrying out its duties except where due to the negligence, wilful default,dishonesty, bad faith, fraud or breach of agreement or of applicable laws or regulations ofthe Manager, and permits the Manager and its associates to deal with parties other than theCompany. The indemnities given by the Company are standard for an agreement of thisnature. There is no cap on the Company’s liability.

Either party may terminate the Management Agreement at any time on not less than18 months’ notice in writing (provided that such notice may not be given to expire prior tothe second anniversary of Admission), provided that termination will be immediate where:

(a) either party breaches the material terms of the Management Agreement and any suchbreach is incapable of remedy or is not remedied within 30 days; or

(b) either party commences liquidation or similar proceedings; or

(c) the Manager ceases to be qualified to act as such.

Termination shall be without prejudice to the completion of any transactions alreadyinitiated and shall be without any penalty or other additional payment save that theCompany shall be obliged to pay the accrued contractual fees and charges due to theManager and any expenses of the Manager in terminating the agreement. Upon termination,the Manager will be entitled to receive all fees accrued due to the date of termination but isnot entitled to compensation in respect of such termination. The Company shall not servenotice to terminate the agreement on notice unless this course of action has beenunanimously agreed to by the independent Directors.

7.1.3 The Custodian Agreement, dated 30 June 2006, between the Company, the Manager and theCustodian pursuant to which the Company appoints the Custodian to act as custodian of theCompany’s investments, cash and other assets and to accept responsibility for the safecustody of the property of the Company which is delivered to and accepted by the Custodianor any of its sub-custodians. The Custodian Agreement may be terminated by either theCompany or the Custodian giving to the other not less than 90 days’ written notice. TheCustodian is entitled to receive a fee as set out below. Upon termination, the Custodian will

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be entitled to receive all fees and other monies accrued to the date of termination but is notentitled to compensation in respect of such termination.

Net Asset Value (US$) Fee (basis points)0-500,000,000 4Above 500,000,000 3

The fees as set out above are subject to a minimum annual fee per cell of the Company ofUS$150,000.

7.1.4 The Administration and Secretarial Agreement dated 30 June 2006 between the Companyand the Administrator pursuant to which the Company appoints the Administrator to act asadministrator of the Company. The Administration Agreement may be terminated by eitherthe Company or the Administrator giving to the other not less than 60 days written notice.The Administrator is entitled to a fee as set out below:

Net Asset Value ($) Fee (basis points per annum)0-600,000,000 7.5Above 600,000,000 5

The fees as set out above are subject to a minimum annual fee of US$250,000. In addition,weekly estimates of the Net Asset Value will be provided from September 2006 in relation towhich the Administrator is entitled to a fee as set out below:

Net Asset Value ($) Fee (basis points per annum)0-600,000,000 7.5Above 600,000,000 5.5

8. LITIGATION

Since its incorporation the Company is not, nor has been, involved in any governmental, legal orarbitration proceedings nor, so far as the Directors are aware, are there any governmental, legal orarbitration proceedings pending or threatened by or against the Company which may have, or havesince incorporation had, a significant effect on the Company’s financial position or profitability.

9. GENERAL

9.1 The Placing of the Shares is being carried out on behalf of the Company by Placing Agents whichare authorised and regulated in the UK by The Financial Services Authority.

9.2 The principal place of business and registered office of the Company is at Arnold House, St Julian’sAvenue, St Peter Port, Guernsey, GY1 3NF.

9.3 The Manager is or may be a promoter of the Company. Save as disclosed in paragraph 7.1.2 aboveno amount or benefit has been paid, or given, to the promoter or any of its subsidiaries since theincorporation of the Company and none is intended to be paid, or given.

9.4 The costs and expenses (including VAT where relevant) of, and incidental to, the Placing will beborne by the Placing Agents. On the basis that 75 million US dollar Shares are issued under thePlacing (excluding Shares issued pursuant to the Over-allotment Option), the net proceeds will beUS$723 million and will be applied as described in the section headed ‘‘Investment Policy’’ in Part Iof this prospectus. The maximum number of Shares available under the Placing should not be takenas an indication of the number of Shares finally to be issued.

9.5 As the Shares do not have a par value, the Issue Prices of £10, A10 and US$10 per Share consistsolely of share premium.

9.6 None of the Shares available under the Placing are being underwritten. None of the Shares havebeen marketed to, or are available in whole or in part to, the public in the Placing.

9.7 CREST is a paperless settlement procedure enabling securities to be evidenced other than bycertificates and transferred other than by written instrument. The Articles of Association of theCompany permit the holding of the Shares under the CREST system. The Directors intend to applyfor the Shares to be admitted to CREST with effect from Admission. Accordingly it is intended thatsettlement of transactions in the Shares following Admission may take place within the CRESTsystem if the relevant Shareholders so wish. CREST is a voluntary system and Shareholders whowish to receive and retain share certificates will be able to do so upon request from the Registrars.

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9.8 Applications have been made to the UK Listing Authority for all of the Shares in the Company(issued and to be issued under the Placing) to be admitted to the Official List and to the LondonStock Exchange for such Shares to be admitted to trading on the main market for listed securities ofthe London Stock Exchange. It is expected that such admissions will become effective, and thatdealings will commence, on 24 July 2006. No application is being made for the Shares to be listed ordealt with in or on any stock exchange or investment exchange other than the London StockExchange.

9.9 The Company does not own any premises and does not lease any premises.

10. INVESTMENT RESTRICTIONS

10.1 In accordance with the requirements of the UK Listing Authority, the Company has adopted thefollowing policies:

10.1.1 distributable income will be principally derived from investment and the Company will notconduct a trading activity;

10.1.2 not more than 20 per cent. of the gross assets of the Company may be lent to or invested inthe securities of any one company or group at the time the investment or loan is made;

10.1.3 not more than 10 per cent. in aggregate of the value of the gross assets of the Company atthe time of Admission may be invested in other listed investment companies (including listedinvestment trusts) except that this restriction shall not apply to investments in investmentcompanies or investment trusts which themselves have stated investment policies to invest nomore than 15 per cent. of their gross assets in other listed investment companies (includinglisted investment trusts);

10.1.4 the Company will notify to a Regulatory Information Service:

(a) within two Business Days of the end of each calendar month, a list of all investmentsin other listed investment companies (including listed investment trusts), as at the lastbusiness day of that month, which themselves do not have stated investment policiesto invest no more than 15 per cent. of their gross assets in other listed investmentcompanies (including listed investment trusts); and

(b) within two Business Days of the end of each quarter, a list of all investments with avalue greater than 5 per cent. of the Company’s gross assets and at least the 10 largestinvestments as at the last business day of that quarter;

10.1.5 the Company will not take legal or management control of investments in its portfolio;

10.1.6 dividends will not be paid unless they are covered by income received from underlyinginvestments and, for this purpose, a share of profit of an associated company is unavailableunless and until distributed to the Company;

10.1.7 the distribution as dividend of surpluses arising from the realisation of investments will beprohibited; and

10.1.8 any material change to the investment policy of the Company set out in Part I of thisprospectus may only be made with the prior approval of Shareholders.

11. THIRD PARTY SOURCES

Where information contained in this prospectus has been sourced from Bloomberg or Finance andDevelopment, the Company confirms that such information has been accurately reproduced and, asfar as the Company is able to ascertain from information published by such third parties, no factshave been omitted which would render the reproduced information inaccurate or misleading.

12. AVAILABILITY OF PROSPECTUS

Copies of this prospectus can be obtained during normal business hours for the 12 months followingthe date of this prospectus from:

HSBC Securities Services (Guernsey) Limited, Arnold House, St Julian’s Avenue, St Peter Port,Guernsey, GY1 3NF

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13. MINIMUM ALLOTMENT REQUIREMENTS

For the purposes of Section 29 of the Companies Laws, the minimum subscription upon which theDirectors may proceed to allotment is 2 Shares.

14. WORKING CAPITAL

The Company is of the opinion, taking into account the minimum subscription proceeds ofUS$200 million, that the working capital available to the Company is sufficient for its presentrequirements, that is for at least the next 12 months from the date of this prospectus.

15. CAPITALISATION AND INDEBTEDNESS

The following table shows the Company’s gross indebtedness as at 13 June 2006.

Total current debt As at 13 June 2006

£’000

Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NilSecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NilUnguaranteed/unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nil

Total non-current debt (excluding current position of non-current debt) As at 13 June 2006

£’000

Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NilSecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NilUnguaranteed/unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nil

The following table shows the capitalisation of the Company as at 13 June 2006:

Shareholders’ equity As at 13 June 2006

£

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Legal reserve(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Other reserves(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Note:(1) Legal Reserve and Other Reserve do not include profit and loss reserves

As at 13 June 2006 Share capital on the Company’s share register stood at 2 management shares of£1 each.

As at 13 June 2006, the management accounts of the Company stated that the Company had noindirect or contingent indebtedness.

The information in the above table has not been audited.

16. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of theCompany and the offices of Herbert Smith LLP, Exchange House, Primrose Street, LondonEC2A 2HS during normal business hours on any weekday (Saturdays and Public Holidays excepted)until the date of Admission:

(a) the Memorandum and Articles of Association of the Company; and

(b) this prospectus.

In addition, copies of this prospectus are available from the Document Viewing Facility, UK ListingAuthority, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, LondonE14 5H5.

Dated 30 June 2006

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PART V

DEFINITIONS

The following definitions apply in this prospectus unless the context otherwise requires:

‘‘Administrator’’ means HSBC Securities Services (Guernsey) Limited;

‘‘Administration Agreement’’ means the administration agreement between the Company and theAdministrator, a summary of which is set out in paragraph 7.1.4 of Part IV of this prospectus;

‘‘Admission’’ means admission to the Official List and/or admission to trading on the London StockExchange, as the context may require, of the Shares becoming effective in accordance with the ListingRules and/or the LSE Admission Standards as the context may require;

‘‘Articles of Association’’ or ‘‘Articles’’ means the articles of association of the Company;

‘‘Auditors’’ means PricewaterhouseCoopers CI LLP;

‘‘Business Day’’ means a day on which the London Stock Exchange and banks in Guernsey are normallyopen for business;

‘‘Cell’’ means CMA Global Hedge 1;

‘‘certificated’’ or ‘‘certificated form’’ means not in uncertificated form;

‘‘Companies Laws’’ mean the Companies (Guernsey) Laws 1994 and 1996, as amended;

‘‘Company’’ means CMA Global Hedge PCC Limited;

‘‘CREST’’ means the facilities and procedures for the time being of the relevant system of whichCRESTCo has been approved as Operator pursuant to the Regulations;

‘‘CRESTCo’’ means CRESTCo Limited;

‘‘CREST Guernsey Requirements’’ means Rule 8 and such other rules and requirements of CRESTCo asmay be applicable to issuers as from time to time specified in the CREST Manual;

‘‘CREST Manual’’ means the compendium of documents entitled CREST Manual issued by CRESTCofrom time to time and comprising the CREST Reference Manual, the CREST Central CounterpartyService Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and theCREST Glossary of Terms;

‘‘Custodian’’ means HSBC Custody Services (Guernsey) Limited and/or such other person or persons fromtime to time appointed by the Company;

‘‘Custodian Agreement’’ means the custodian agreement between the Company and the Custodian, asummary of which is set out in paragraph 7.1.3 of Part IV of this prospectus;

‘‘Directors’’ or ‘‘Board’’ means the directors of the Company;

‘‘Disclosure Rules’’ means the disclosure rules made by the FSA under Part VI FSMA;

‘‘EFG Eurobank Securities’’ means EFG Eurobank Securities S.A.;

‘‘EFGI’’ means EFG International;

‘‘Euro Shares’’ redeemable participating preference shares of no par value in the capital of the Companydesignated as Euro shares;

‘‘Initial Gross Proceeds’’ means the aggregate value of the Shares issued under the Placing (taken at theIssue Price);

‘‘Investee Fund’’ means a fund in which the Manager invests any part of the Company’s assets;

‘‘Investment Act’’ means the US Investment Act of 1940, as amended;

‘‘Issue Price’’ means US$10, A10 or £10 as appropriate;

‘‘listed investment companies’’ or ‘‘listed investment trusts’’ means investment companies or investmenttrusts (within the meaning of section 842 Taxes Act) listed on the Official List of the UK Listing Authorityand admitted to trading on the main market for securities of the London Stock Exchange;

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‘‘Lehman Brothers’’ means Lehman Brothers International (Europe);

‘‘Listing Rules’’ means the listing rules made by the UK Listing Authority under section 73(A) FinancialServices and Markets Act 2000;

‘‘LIBOR’’ means the London Inter-Bank Offered Rate. The relevant LIBOR rate for each class of sharesis the LIBOR rate in the relevant currency for each class of shares;

‘‘London Stock Exchange’’ or ‘‘LSE’’ means London Stock Exchange plc;

‘‘LSE Admission Standards’’ means the rules issued by the London Stock Exchange in relation to theadmission to trading of, and continuing requirements for, securities admitted to the Official List;

‘‘Management Agreement’’ means the management, agreement between the Company and the Manager, asummary of which is set out in paragraph 7.1.2 of Part IV of this prospectus;

‘‘Manager’’ means C.M. Advisors Ltd;

‘‘NAV Calculation Date’’ the last day of each calendar month or such other date as the Directors may, in theirabsolute discretion, determine;

‘‘Net Asset Value’’ means the value of the assets of the Company less its liabilities determined in accordancewith the principles adopted by the Directors;

‘‘Net Asset Value per Share’’ means the Net Asset Value attributable to each class of Shares, as provided inthe Articles, divided by the number of Shares in issue in each class and expressed in Sterling, Euro andUS dollar;

‘‘Offer’’ means the placing of the Shares as described in this prospectus;

‘‘Official List’’ means the list maintained by the UK Listing Authority pursuant to Part VI of the FinancialServices and Markets Act 2000;

‘‘Ordinance’’ means the Protected Cell Companies Ordinance 1997 as amended;

‘‘Over-allotment Option’’ means the option to be granted in the Underwriting Agreement by the Companyto Merrill Lynch International, on behalf of the Placing Agents, EFG Bank and EFG Eurobank Securities,exercisable for a period of 30 days after the results of the Placing are announced, which will require theCompany to make available, at the Offer Price, up to 15 per cent. of the aggregate number of Sharesavailable in the Placing (before the exercise of the Over-allotment Option) solely for the purposes ofmeeting over-allocations in connection with the Placing and covering short positions resulting fromstabilisation transactions.

‘‘Placing’’ means the placing of Shares by the Placing Agents pursuant to the terms of the PlacingAgreement as described in this prospectus;

‘‘Placing Agents’’ means Lehman Brothers and Merrill Lynch International;

‘‘Placing Agreement’’ means the conditional agreement between the Company, the Manager and the PlacingAgents, a summary of which is set out in paragraph 7.1.1 of Part IV of this prospectus;

‘‘Pounds Sterling’’ or ‘‘£’’ or ‘‘Sterling’’ means the lawful currency of the United Kingdom;

‘‘Prospectus Rules’’ means the prospectus rules made by the UK Listing Authority under section 73(A)Financial Services and Markets Act 2000;

‘‘Registrar’’ means Capita IRG Plc, or such other person or persons from time to time appointed by theCompany;

‘‘Regulations’’ means the Uncertificated Securities Regulations 2001 (SI 2001 No. 200l/3755);

‘‘Risk Factors’’ means the risk factors pertaining to the Company set out on pages 13 to 26 of this prospectus;

‘‘Securities Act’’ means the US Securities Act of 1933, as amended;

‘‘Shareholder’’ means a holder of Shares;

‘‘Shareholding’’ means a holding of Shares;

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‘‘Shares’’ means the Sterling Shares and/or Euro Shares and/or US dollar Shares (and/or shares of no parvalue in the Company denominated in such other currencies as the Directors may determine at the time ofissue) as the context requires;

‘‘Sterling Shares’’ means redeemable participating preference shares of no par value in the capital of theCompany designated as Sterling Shares;

‘‘Taxes Act’’ means the Income and Corporation Taxes Act 1988, as amended;

‘‘Total Assets’’ means the total assets of the Company which, for the avoidance of doubt shall include anydrawn down borrowings, less current liabilities (other than principal monies borrowed and excludingcontingent liabilities);

‘‘UK Listing Authority’’ means the Financial Services Authority as the competent authority for listing in theUnited Kingdom;

‘‘uncertificated form’’ or ‘‘in uncertificated form’’ means recorded on the register as being held inuncertificated form in CREST and title to which may be transferred by means of CREST;

‘‘United States’’, ‘‘USA’’ or ‘‘US’’ means the United States of America, its territories and possessions, anystate of the United States of America and the District of Columbia;

‘‘US Dollar’’ or ‘‘US$’’ means the lawful currency of the United States; and

‘‘US dollar Shares’’ redeemable participating preference shares of no par value in the capital of theCompany designated as US dollar Shares.

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Merrill Corporation Ltd, London06LON1612