West Palm Beach Police Pension Fund, et al. v. Collins...

Case 9:09-cv-80846-KAM Document 1 Entered on FLSD Docket 06/05/2009 of 50 D.C.EIECTR IC

June 5, 2009

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORIDA CLERK NU S. LDIST.00T.

S.D. OF FLA.-MIAMI

WEST PALM BEACH POLICE PENSION Civil Action No.:FUND, Individually and on Behalf of AllOthers Similarly Situated,

Plaintiff,09-80846-Civ-MARRA/JOHNSON

V.

COLLINS CAPITAL LOW VOLATILITYPERFORMACE FUND II, LTD., COLLINSCAPITAL LOW VOLATILITYPERFORMANCE FUND II, LP, COLLINSCAPITAL INVESTMENTS, LLC, DOROTHYWEAVER, MICHAEL COLLINS, KENTWINDHORST, MAURICE BLAUCH, II, ALBHATT, ARIAS FREDY, and BILL REILLY,

Defendants.

CLASS ACTION COMPLAINT

Plaintiff West Palm Beach Police Pension Fund (the "Pension Fund") alleges, upon

personal knowledge as to itself and upon information and belief as to all other matters, as

follows:

I. NATURE OF THE ACTION

1. Plaintiff brings this class action on behalf of all persons or entities who were

shareholders in the Collins Capital Low Volatility Performance Fund II, Ltd. ("Collins Capital

Fund") between June 1, 2007 and December 11, 2008, inclusive (the "Class Period"), to recover

damages and for immediate equitable relief, including an accounting and an order restraining the

continued dissipation of their funds, in connection with their investments in the Collins Capital

Fund.

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2. Unbeknownst to Plaintiff, a substantial portion of its investment in the Collins

Capital Fund was turned over to Bernard L. Madoff ("Madoff') through Bernard L. Madoff

Investment Securities LLC (`BMIS"). This transfer was facilitated by the Collins Capital Fund's

investment in the Rye Select Broad Market Prime Fund, LP (the "Feeder Fund"). Collins Capital

Fund, and its respective investment managers, custodians and other facilitating agents, failed to

conduct proper due diligence in their investments in the Feeder Fund, and as a result of these

failures, Plaintiff's investments were lost to Madoffs massive Ponzi scheme.

3. Plaintiff's losses resulted from the breach of fiduciary duty and gross recklessness

of several persons and entities that facilitated Plaintiffs investments in the Collins Capital Fund,

including the fund investment manager, the placement agent and their principals and related

entities, as well as negligent representations made by the fund manager, placement agent and

their principals and related entities.

4. In addition, the fund administrator, investment manager and placement agent, and

their principals and related entities all unjustly enriched themselves by taking fees predicated on

the phony profits reported by the Madoff Ponzi scheme. Plaintiff is entitled to a constructive

trust over such fees, and to preliminary and permanent injunctive relief to secure such recovery.

II. PARTIES

A. Plaintiff

5. Plaintiff West Palm Beach Police Pension Fund provides retirement benefits for

its retired members. The Pension Fund is, and at all relevant times has been, a limited partner of

the Collins Capital Fund.

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B. Defendants

6. Defendant Collins Capital Fund is a private investment company existing under

the laws of the British Virgin Islands as a BVI business company. Collins Capital Fund's

registered office is located at c/o Bison Financial Services Limited, Bison Court, Road Town,

Tortola, British Virgin Islands. Collins Capital Fund's investment advisor is Collins Capital

Investments, LLC.

7. Defendant Collins Capital Low Volatility Performance Fund II, LP (the

"Sister Fund") is a Delaware limited partnership which is described as a "sister U.S. domestic

fund" to the Collins Capital Fund. The Sister Fund's registered office is located at c/o National

Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware 19901. The Sister

Fund's investment advisor is also Collins Capital Investments, LLC.

8. Defendant Collins Capital Investments, LLC ("Collins Investments") is a

Delaware limited liability company with its principal office at 806 Douglas Road, Suite 570,

Coral Gables, Florida 33134. Collins Investments is a registered investment advisor with the

Securities and Exchange Commission ("SEC") and serves as investment advisor of the Collins

Capital Fund and the Sister Fund.

9. Defendants Collins Capital Fund, the Sister Fund, and Collins Investments are

collectively referred to herein as the "Collins Defendants."

10. Defendant Dorothy Weaver ("Weaver") is, and at all relevant times, was, the

Chainnan and CEO of Collins Investments.

11. Defendant Michael Collins ("Collins") is, and at all relevant times, was, the

President of Collins Investments.

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12. Defendant Kent Windhorst, ("Windhorst") is, and at all relevant times, was, the

Chief Financial Officer of Collins Investments.

13. Defendant Maurice Blauch II ("Blauch") is, and at all relevant times, was, the

Chief Compliance Officer and Controller at Collins Investments.

14. Defendant Al Bhatt ("Bhatt") is, and at all relevant times, was, the Portfolio

Manager at Collins Investments.

15. Defendant Arias Fredy, ("Fredy") is, and at all relevant times, was, a manger at

Collins Investments.

16. Defendant Bill Reilly ("Reilly") is, and at all relevant times, was, in charge of

client services at Collins Investments.

17. Defendants Weaver, Collins, Windhorst, Blauch, Bhatt, Fredy, and Reilly are

collectively referred to herein as the "Individual Defendants."

18. The Collins Defendants and the Individual Defendants are collectively referred to

herein as "Defendants."

C. Non-Party Actors

19. The Rye Prime Fund is a Delaware limited partnership. The Rye Prime Fund

investment objective was to seek long-term capital growth and stability of returns. The Rye

Prime Fund's assets were managed by Madoff and BMIS.

20. Rye Investment Management ("Rye Management") is a hedge fund group set up

as a division of Tremont Group Holdings, Inc.

21. Tremont Partners, Inc. ("TPI") is the general partner and manager of the Rye

Prime Fund. TPI is a subsidiary of Tremont Group Holdings, Inc.

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22. Tremont Group Holdings, Inc. ("Tremont") is an investment manager in the

fund of funds products and multi-manager portfolios. Tremont's executive offices are located at

555 Theodore Fremd Avenue, Rye, New York 10580.

23. Oppenheimer Acquisition Corp. ("Oppenheimer") specializes in investment

advisory services to institutions and retail investors. Oppenheimer is the direct parent

corporation of Tremont. Oppenheimer's executive offices are located at Two World Financial

Center, New York, New York 10281.

24. Massachusetts Mutual Life Insurance Co. ("Mass Mutual") is a mutually

owned insurance and financial services company located at 1295 State Street, Springfield,

Massachusetts 01111. Mass Mutual is the direct parent company of Oppenheimer.

25. The Rye Prime Fund, Rye Management, TPI, Tremont, Oppenheimer and Mass

Mutual are collectively referred to herein as the "Tremont Group."

III. JURISDICTION AND VENUE

26. This Court has jurisdiction over the claims asserted herein pursuant to 28 U.S.C. §

1331, in that Plaintiffs claims arises in part under the Constitution and laws of the United States.

This Court also has jurisdiction over claims asserted herein pursuant to the Class Action Fairness

Act of 2005, codified at 28 U.S.C. § 1332(d)(2)(A). The amount in controversy in this action

exceeds $5,000,000, exclusive of interests and costs. On information and belief, Plaintiffs class

consists of more than 100 individuals. At least one Plaintiff is a citizen of Florida and one

Defendant is a citizen of a state other than Florida. This Court has supplemental jurisdiction

pursuant to 28 U.S.C. § 1367(a).

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27. This Court has personal jurisdiction over all Defendants because all Defendants

have maintained minimum contacts with the United States related to Plaintiffs claims and have

done business in and maintained minimum contacts with the State of Florida.

28. Venue is proper in this Court because Plaintiffs claims arose in this District and

Defendants have purposefully availed themselves of this district. Venue is also proper in this

District because a substantial portion of the transactions and wrongs complained of in this

complaint, including Defendant's primary participation in the wrongful acts detailed herein,

occurred in this District. Defendants have received substantial compensation in this District by

engaging in numerous activities and conducting business here, which had an effect in this

District.

IV. FACTUAL ALLEGATIONS

A. Backtvound to the Madoff Ponzi Scheme

29. Madoff founded BMIS in 1960 and eventually expanded the firm's operations to

include a worldwide client base. BMIS provided investment advisor services to its clients and

charged a fee for its services. Because of its reliable financial returns year after year, BMIS's

client base grew to include some of the largest investors in the world and its services were in

high demand.

30. While BMIS falsely reported steady returns to its clients for decades, in reality the

firm was a giant Ponzi scheme whereby Madoff and BMIS fraudulently distributed new

investors' assets to prior investors to create the illusion of consistent and substantial profits.

BMIS's account statements included transactions, gains and securities holdings that were entirely

fictitious. Upon information and belief, substantially all of the assets given to BMIS for

management have been lost or stolen through this scheme.

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31. Madoff s fraudulent scheme unraveled in December 2008 when BMIS did not

have sufficient funds to cover investors' redemption requests. According to the SEC, Madoff

ultimately confessed to two senior executives of BMIS that he was "finished," that he had

"absolutely nothing," that "it's all just one big lie," and that BMIS's investment advisor services

business model was "basically, a giant Ponzi scheme."

32. Madoff explained to these executives that for years he had been paying returns to

certain investors out of principal received from other, different investors. Madoff stated that the

business was insolvent and had crumbled. He also stated that he estimated the losses from this

fraud to be approximately $50 billion.

B. Background of the Collins Capital Fund

33. According to the Collins Capital Low Volatility Performance Fund 11, Ltd.

Explanatory Memorandum ("Explanatory Memo"),' the Collins Capital Fund's investment

objective is "to achieve consistent investment returns with low correlation to the markets, while

reducing risk through diversification, by utilizing a diverse group of low volatility alternative

investment strategies." Explanatory Memo, 13.

34. To achieve this investment objective, the Collins Capital Fund "employs a `multi-

manager' approach, maintaining investments with a diversified group of investment managers . .

managing private investment vehicles or accounts ... that utilize low volatility strategies

believed to have superior risk-reward potential." Id.

35. According to the Explanatory Memo, the goal of the multi-manager approach is to

"seek[] diversification through a combination of Managers employing a range of investment

A true and correct copy of the Explanatory Memo is attached as Exhibit A.

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strategies." Id. Collins Investments "selects investment strategies and individual Managers in

an effort to achieve portfolio balance and diversification for the Fund. ,2 Id. at 16.

36. Regarding the selection of fund managers, the Explanatory memo emphasized the

"different factors" that Collins Investments employed before selecting a manager:

• "[M]ere consistency of return will not be sufficient to meet [Collins

Investments'] selection criteria. Consistent adherence to stated strategy

and absence of aberrational trading periods will be equally important in

[Collins Investments'] performance review. Id. at 15-16.

• "[A]n ability to achieve consistent, low correlated returns in both

favorable and unfavorable market environments." Id. at 16.

• "Prospective Managers are also evaluated on their ability to manage risk. .

.. In this regard, risk management approaches beyond mere

diversification are analyzed.... [Collins Investments] evaluates and

analyzes each Manager's use of risk monitoring, management and

control techniques." Id.

• "Collins Capital does not allocate or re-allocate Fund capital among

Managers based upon any attempt to time or exploit short-term market

trends or movements." Id.

37. The Explanatory Memo also touted the ongoing oversight of the Collins Capital

Fund:

Collins Capital regularly monitors Managers and their Portfolio Funds.The Advisor contacts Managers on a regular basis and meets personally withManagers as appropriate. Performance and risk are monitored and reviewed onan ongoing basis, with each Manager and Portfolio Fund being compared to

' Unless otherwise indicated, all emphasis is added.

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similar funds and the overall market. The Advisor also utilizes its extensivenetwork of contacts in the industry to assist it in evaluating certain events ortrends, whether within a market sector or strategy or as to a particular PortfolioFund or Manager. Id. at 18.

38. With respect to the management fees paid by Plaintiff to Collins Investments, the

Explanatory Memo states that Collins Investments receives a management fee from the Collins

Capital Fund at the rate of 1.25% per annum of the fund's net assets, payable monthly in advance

on or before the tenth business day of the month in an amount based upon the net asset value of

the fund as of the first business day of the month. Id. at 37.

C. Background of Plaintiffs Investment in the Collins Capital Fund

39. On or about October 1, 2007 the Pension Fund made an investment of

$8,369,165.68 in the Collins Capital Fund.

40. Unbeknownst to the Pension Fund, as of October 31, 2008, 9.93% of this

investment was placed in the Rye Fund managed by Tremont, for which BMIS served as the

investment manager. Accordingly, approximately $831,058.15 of the Pension Fund's investment

in the Collins Capital Fund was funneled into and lost to the Madoff Ponzi scheme.

D. Defendants' Investment Management Failures

41. In grossly reckless fashion and in violation of their fiduciary duties to Plaintiff,

the Collins Defendants turned over a significant portion of Plaintiff s investment in the Collins

Capital Fund to BMIS through the Feeder Fund.

42. The Collins Defendants perfonned woefully inadequate due diligence and

monitoring of its investments in the Feeder Fund and woefully inadequate due diligence of

BMIS. Such due diligence did not conform to the representations and criteria delineated in the

Explanatory Memo.

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43. As a result of these failures, and in accordance with the scandal widely reported in

the press, these monies have been lost to, or stolen by, the Madoff Ponzi scheme. Defendants'

gross recklessness threatens a significant portion of Plaintiff s investments in the Collins Capital

Fund.

44. Defendants were aware of, or grossly reckless in, not knowing or recognizing

several significant "red flags" with respect to Madoffs Ponzi scheme.

45. For instance, Madoff s Ponzi scheme included the payments of such consistent

returns, year after year, that they could not conceivably have been earned without engaging in

either insider trading or other wrong-doing such as a Ponzi scheme.

46. Madoff effectively operated the world's largest hedge fund in total secrecy and

without oversight by the SEC, government regulators or other normal market checks. For

example, Madoff refused to answer even basic questions about BMIS and its operations, and his

family members controlled key positions at BMIS. This lack of transparency should have alerted

Defendants to guard their clients' investments against possible corruption by performing

thorough and adequate due diligence into any securities vehicles, products or services in which

they were considering investing, including BMIS.

47. Those investors who invested directly with Madoff were also told not to disclose

their investments in BMIS. Madoff made a point of refusing to discuss his "investment

strategy," even with funds that invested billions of dollars with BMIS. The Collins Defendants

were aware of this lack of transparency and yet turned a blind eye to the tell-tale signs of a

festering and massive fraud.

48. Other red flags include the fact thatdespite holding more than $20 billion in

assets under management—the only auditor for BMIS was a tiny, three person firm, Friehling &

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Horowitz ("F&H"). While F&H was a member of the American Institute of Certified Public

Accountants ("AICPA"), it had not been subject to peer review since 1993—a requirement of

membership of AICPA—because F&H represented to AICPA, in writing, that it did not perform

any audits. Furthermore, F&H was not registered with the Public Company Accounting

Oversight Board, as required by the Sarbanes-Oxley Act of 2002.

49. Furthermore, Madoffs investment strategy, to the limited extent that it was

disclosed, was wholly incapable of generating the absurdly consistent returns of 6.23% to

19.98% which BMIS posted. Madoff purportedly purchased "at-the-money" options which are

very expensive and were patently incapable of repeatedly generating such significant and

predictable returns. Even more glaring was the fact that there simply were not enough index

options available to support the trading levels that BMIS repeatedly reported.

50. Notably, two press articles came to print in 2001 in Mar/Hedge and Barron's that

flagged the suspicious and secretive nature of Madoffs operations. Defendants either knew or

should have known of these articles in the ordinary course of carrying out their respective duties.

51. Specifically, in May 2001, Mar/Hedge ran an article entitled Madoff Tops Charts;

Skeptics Ask How. The article provided a summary of the more significant questions that

securities experts had about Madoff s hedge funds:

[E]xperts ask why no one has been able to duplicate similar returns using thestrategy and why other fines on Wall Street haven't become aware of the fundand its strategy and traded against it, as has happened so often in other cases; whyMadoff Securities is willing to earn commissions off the trades but not set up aseparate asset management division to offer hedge funds directly to investors andkeep all the incentive fees for itself, or conversely, why it doesn't borrow themoney from creditors, who are generally willing to provide leverage to a fullyhedged portfolio of up to seven to one against capital at an interest rate of Libor-plus, and manage the funds on a proprietary basis.

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52. On May 7, 2001, an article published in Barron's, entitled Don't Ask, Don't Tell:

Bernie Madoff is So Secretive, He Even Asks His Investors to Keep Mum, raised serious doubts

about the purported success of Madoff s stated investment strategy:

[S]ome of Wall Street remain skeptical about how Madoff achieves such stunningdouble-digit returns using options alone. Three options strategists for majorinvestment banks told Barron's they couldn't understand how Madoff churns outsuch numbers using this strategy. Adds a former Madoff investor: `Anybodywho's a seasoned hedge-fund investor knows the split-strike conversion is not thewhole story. To take it at face value is a bit naive.'

53. Indeed, according to an article in The Wall Street Journal dated December 13,

2008, in November 2005, forensic accountant Harry Markopolos sent a detailed 17-page memo

to the SEC, in which he identified 29 red flags that BMIS was a fraud. Markopolos concluded in

this memo that it was "highly likely" that "Madoff Securities is the world's largest Ponzi

scheme." Moreover, Markopolos first contacted the SEC in 1999, asking that it investigate

Madoff because it was impossible to legally make the profits Madoff claimed using the

investment strategies that Madoff claimed to use. According to Markopolos' February 4, 2009

testimony before the House Financial Services Subcommittee on Capital Markets, Insurance, and

Government Sponsored Enterprises, he was able to show BMIS was a fraud in less than four

hours:

A quick glance at Exhibit 1 of my May 2000 SEC Submission nextto the letter "C" shows the "Cumulative Performance of ManagerB" where Manager B is BM. Note how the line goes up at nearly aperfectly rising 45 degree angle with no noticeable downturnswhatsoever from 1993 thru March 2000. Now ask yourself, howcan any manager's performance be that perfectly smooth and inonly the up direction when markets go down as well as up? Thenask yourself what the managers of these feeder funds were thinkingas they performed due diligence or even if they were thinkingwhile they performed due diligence. Yes, BM was a "no-brainer"investment but only in the sense that you had to have no brainswhatsoever to invest into such an unbelievable performance record

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that bears no resemblance to any other investment managers' trackrecord throughout recorded human history.

I then assembled OEX Standard & Poor's 100 Index Option openinterest and volume statistics from the Chicago Board OptionsExchange (OBOE) as reported in the Wall Street Journal's Money& Investing Section. There were not enough OEX index options inexistence for BM to be managing the Split-Strike ConversionStrategy he purported to be running. This test took me less than 30minutes to complete. At this point, I was incredulous as to howany fund would willingly invest in such an obvious fraud.

In less than four hours I knew I had proved mathematically thatBM was a fraud and so I then furthered my analysis and developedtwo alternate fraud hypotheses to explain what might behappening. Fraud hypothesis 1 was that BM was simply a Ponzischeme and the returns were fictional. Fraud hypothesis 2 was thatthe returns were real but they were being illegally generated byfront-running Madoff Securities broker/dealer order flow and thesplit-strike conversion strategy was a mere "front" or "cover."Either way, BM was committing a fraud and should go to prison.

54. In fact, other investment advisors and banks warned against investing in BMIS.

According to a December 13, 2008 Bloomberg article, Aksia LLC, a hedge fund investment

advisor, warned its clients in a four page reported dated December 18, 2006 not to invest with

BMIS. Among the red flags cited by Aksia were BMIS' auditor, F&H, the "high degree of

secrecy" surrounding the trading of BMIS's various feeder fund accounts, and Madoffs trading

strategy that could not be replicated by Aksia's quantitative analysts.

55. Moreover, according to a December 16, 2008 article published in The New York

Times, French bank Societe Generale put BMIS on its internal blacklist after conducting due

diligence in March 2003. According to the article, Soci6t6 Generale became suspicious of

BMIS's returns when it could not match Madoffs results after back-testing its strategy.

Furthermore, Soci6t6 Genera16 was troubled by the fact that Madoff s brother, Peter Madoff, was

BMIS's chief compliance officer.

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56. Indeed, reports are currently surfacing that Madoff and BMIS were not making

any trades at all. On January 16, 2009, Reuters reported that:

Bernie Madoff s investment fund may never have executed a single trade,industry officials say, suggesting detailed statements mailed to investors eachmonth may have been an elaborate mirage in a $50 billion fraud.

An industry-run regulator for brokerage firms said on Thursday there was norecord of Madoffs investment fund placing trades through his brokerageoperation.

That means Madoff either placed trades through other brokerage firms, a moveindustry officials consider unlikely, or he was not executing trades at all.

"Our exams showed no evidence of trading on behalf of the investment advisor,no evidence of any customer statements being generated by the broker-dealer,"said Herb Perone, spokesman for the Financial Industry Regulatory Authority.

57. Since Madoff pled guilty to eleven felonies on March 12, 2009, other persons

close to Madoff and BMIS have also come under investigation. On March 18, David Friehling

("Friehling"), a partner of F&H, surrendered to federal authorities in Manhattan after being

charged with deceiving investors by falsely certifying that he had audited Madoff and BMIS.

The SEC has also filed a civil case against Friehling and F&H.

58. On April 24, 2009, Bloomberg reported that Frank DiPascali ("DiPascali"),

Madoff s former chief deputy and self-described chief financial officer, was speaking with

federal prosecutors about a plea deal. DiPascali is reportedly willing to share "his knowledge of

Madoff s scheme and provide names."

59. On May 18, 2009, The Wall Street Journal reported that federal prosecutors are

investigating at least eight of BMIS's highest-profile investors. Among those reportedly being

investigated is Carl Shapiro, described as "one of Mr. Madoffs oldest friends and biggest

financial backers and [who] helped Mr. Madoff start his investment firm in 1960."

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60. Had Defendants carried out their obligations to Plaintiff in accordance with their

fiduciary duties, they would have recognized these red flags and realized that Madoff s market

timing was simply too consistent and too perfect to be true. Instead, Defendants blindly invested

Plaintiff s money, funneling it to BMIS and thereby losing it in the Madoff Ponzi scheme.

V. CLASS ACTION ALLEGATIONS

61. Plaintiff brings this action as a class action pursuant to Rule 23(a) and 23(b)(3) of

the Federal Rules of Civil Procedure on behalf of the Class which consists of all shareholders in

the Collins Capital Fund between June 1, 2007 and December 11, 2008, inclusive, and who were

damaged thereby (the "Class"). Excluded from the Class are the Defendants named herein, and

the officers, directors, affiliates, legal representatives, immediate family members, heirs,

successors, subsidiaries, and/or assigns of any such individual or entity.

62. The members of the Class are so numerous that joinder of all members is

impracticable. While the exact number of Class members is unknown to Plaintiff at this time

and can only be ascertained through appropriate discovery, Plaintiff believes that there are more

than 100 members of the Class geographically dispersed throughout the United States and the

rest of the world.

63. Plaintiffs claims are typical of the claims of the other members of the Class as all

members of the Class were similarly affected by Defendants' wrongful conduct in violation of

federal law that is complained of herein.

64. Plaintiff will fairly and adequately protect the interests of the members of the

Class and have retained counsel competent and experienced in complex class action litigation.

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65. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are:

a. Whether the materials the Defendants published and released to investors

contained materially false and misleading descriptions of the manner in which

investors' assets were being invested;

b. Whether the Defendants acted with reasonable care in ascertaining that the

information set forth in the Explanatory Memo was accurate and did not contain

misleading statements or omissions of material facts;

c. Whether the Defendants performed adequate due diligence before investing in the

Feeder Fund;

d. Whether the Defendants failed to take adequate steps to confirm the Feeder

Fund's purported account statements, transactions, and holdings of assets which

were invested in BMIS;

e. Whether the Defendants unjustly profited at the expense of investors by taking

monies in the form of commissions and other fees for the management of their

investment and the purported, but in fact non-existent, capital appreciation of a

significant portion of such assets;

f. Whether the Defendants failed to exercise due care by ultimately funneling

investors' assets to the Madoff Ponzi scheme; and

g. The extent to which the members of the Class have sustained damages and the

proper measure of damages.

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66. A class action is superior to all other available methods for the fair and efficient

adjudication of this controversy since joinder of all members is impracticable. Furthermore, as

the damages suffered by individual Class members may be relatively small, the expense and

burden of individual litigation make it impossible for members of the Class to individually

redress the wrongs done to them. There will be no difficulty in the management of this action as

a class action.

VI. CLAIMS

COUNT ONERescission Under the Investment Advisers Act (15 U.S.C. § 80b-1 et seq.)

(Against the Collins Defendants)

67. Plaintiff repeats and realleges the allegations in the paragraphs prior to Count One

as if fully set forth herein.

68. The Collins Defendants acted as "investment advisers" to the Plaintiff pursuant to

the IAA.

69. The Collins Defendants executed "investment adviser agreements" with Plaintiff

under the IAA.

70. As investment advisers, the Collins Defendants were responsible for serving

Plaintiff in accordance with the statutory standards found in 15 U.S.C. § 80b-6(2). Specifically,

the Collins Defendants were required not to "engage in any transaction, practice, or course of

business which operates as a fraud or deceit upon any client or prospective client." 15 U.S.C. §

80b-6(2).

71. The Collins Defendants breached their duties to Plaintiff by engaging in a course

of conduct in which they recklessly engaged in acts, transactions, and business which allowed a

fraud to be operated on Plaintiff.

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72. The Collins Defendants breached their duties to Plaintiff, by, among other acts:

a. Publishing and releasing materials to Plaintiff that contained false and misleading

descriptions of the manner in which Plaintiff's assets were being invested;

b. Failing to act with reasonable care in ascertaining that the information set forth in

the written materials provided to Plaintiff was accurate and did not contain

misleading statements or omissions of material facts.

c. Failing to perform adequate due diligence, or to follow its own internal due

diligence protocols as set for in the Explanatory Memo, before selecting the

Feeder Fund as the recipient of a significant portion of the Fund-to-Funds'

investment;

d. Investing Plaintiffs assets in the Feeder Fund, and thereby funneling such assets

to the Madoff Ponzi scheme, with inadequate due diligence or monitoring;

e. Failing to monitor the Feeder Fund and the level of its investments in BMIS on an

ongoing basis to any reasonable degree, or to comply with their own internal

protocols, as set forth in the Explanatory Memo, for monitoring the assets

entrusted to the Feeder Fund and BMIS;

£ Failing to take adequate steps to confirm the Feeder Fund's purported account

statements, transactions and holdings of Fund-to-Fund assets which were invested

in BMIS; and

g. Profiting at the expense of Plaintiff.

73. The Collins Defendants are liable as direct participants in the wrongs listed above.

The purpose of the Collins Defendants' conduct was to enrich themselves at Plaintiffs expense.

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The aforementioned conduct by the Collins Defendants was so reckless as to constitute deceit

and/or fraud upon Plaintiff.

74. As a result, Plaintiff is entitled to rescission of its investment adviser agreements

with the Collins Defendants and to recover all fees and commissions paid in connection to

Plaintiffs investments in the Collins Capital Fund.

COUNT TWO Breach of Fiduciary Duty(Against all Defendants)



76. Plaintiff entrusted its assets to Defendants by investing in the Collins Capital

Fund, and reposed confidence in the Defendants with respect to the management of those assets.

77. The Defendants' superior position as to the management and control of those

assets, as well as their superior access to confidential information about the investment of those

assets, including information regarding the Feeder Fund, BMIS and Madoff, required Plaintiff to

repose trust and confidence in the Defendants.

78. Moreover, the Defendants held themselves out as providing superior client

investment services and as having policies and procedures in place to ensure that hedge fund

managers and execution agents would be of the highest caliber, to confirm that sufficient

operational controls were in place to safeguard Plaintiff's assets, and to establish that

transactions would be properly conducted.

79. The Defendants further evinced an understanding that they were fiduciaries to

Plaintiff. Plaintiff reasonably and foreseeably relied on this fiduciary relationship and trusted in

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the Collins Defendants' expertise and skill. The Defendants therefore owed a fiduciary duty to

Plaintiff with respect to their management and protection of Plaintiffs assets invested in the

Collins Capital Fund.

80. The Defendants were obligated to deal fairly and honestly with Plaintiff, to act

with loyalty and good faith towards Plaintiff, to avoid placing themselves in situations involving

a conflict of interest with Plaintiff; to avoid placing themselves in situations involving inordinate

financial risk to Plaintiff s assets; to manage and operate each Plaintiff s investments exclusively

for the best interests of Plaintiff; to make recommendations and execute transactions in

accordance with the goals, investment objectives and permissible degree of risk; and to oversee

the investment of Plaintiffs assets to confirm they were maintained in a prudent and professional

manner.

81. The Defendants breached their fiduciary duties to Plaintiff and acted in reckless

disregard of those duties by engaging in the following conduct:

a. Failing to perform adequate due diligence on the Feeder Fund and BMIS before

investing a significant portion of Plaintiff s assets in the Feeder Fund;

b. Investing Plaintiffs assets in the Feeder Fund and thereby in the Madoff Ponzi

scheme with inadequate diligence or monitoring;

c. Failing to monitor the Feeder Fund, BMIS and Madoff on an ongoing basis to any

reasonable degree; and

d. Failing to take adequate steps to confirm that the Feeder Fund's purported account

statements, transactions and holdings of Fund assets with regard to BMIS and

Madoff were accurate.

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82. As a result of the Defendants' breaches of their fiduciary duties, Plaintiff has lost

a substantial portion of its investment in the Collins Capital Fund, and has been forced to pay

excessive investment and management fees in exchange for investment services that were

entirely inadequate.

83. By reason of the foregoing, the Defendants are jointly and severally liable to

Plaintiff.

84. Because the Defendants willfully and wantonly disregarded Plaintiff's rights in

breaching their fiduciary duties, Plaintiff is entitled to punitive damages.

COUNT THREEGross Negligence

(Against all Defendants)



86. Defendants, as investment advisors, managers and placement agents with

discretionary control over Plaintiff's investments and the Collins Capital Fund's assets, had a

special relationship with Plaintiff that gave rise to a duty to exercise due care in the management

of Plaintiffs assets invested in the Collins Capital Fund, and in the selection and monitoring of

the Collins Capital Fund's investments. Defendants knew or should have known that Plaintiff

was relying on Defendants to manage the investments entrusted to the Collins Capital Fund with

reasonable care, and Plaintiff did reasonably and foreseeably rely on Defendants to exercise such

care by entrusting their assets to the Collins Capital Fund.

87. The Defendants grossly failed to exercise due care, and acted in reckless disregard

of their duties, and thereby injured Plaintiff. The Defendants failed to exercise the degree of

prudence, caution and good business practice that would be expected of any reasonable

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investment professional. Defendants failed to perform adequate due diligence before investing

Plaintiffs assets in the Feeder Fund and thereby BMIS; failed to monitor the Feeder Fund, BMIS

and Madoff on an ongoing basis to any reasonable degree; and failed to take adequate steps to

confirm the Feeder Fund's purported account statements, transactions and securities holdings of

the Collins Capital Fund's assets as they related to investments with BMIS.

88. If the Defendants had not been grossly reckless with respect to Plaintiffs assets

invested in the Collins Capital Fund, they would have discovered that the Feeder Fund's

investments with Madoff and BMIS were a fraud and part of Madoffs Ponzi scheme. Had the

Defendants performed adequate due diligence on the Feeder Fund and BMIS, they would not

have entrusted a significant portion of Plaintiffs assets invested in the Collins Capital Fund to

the Feeder Fund and BMIS.

89. As a direct and proximate result of the Defendants' gross recklessness with

respect to Plaintiffs assets invested in the Collins Capital Fund, Plaintiff has lost a significant

portion of its investments.


Plaintiff.

91. Because of the nature of the Defendants' course of conduct, Plaintiff is entitled to

punitive damages.

COUNT FOURUnjust Enrichment




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93. Plaintiff had a contractual or quasi-contractual relationship with the Collins

Defendants by virtue of its investment in the Collins Capital Fund.

94. Defendants were enriched at the expense of Plaintiff by taking Plaintiff s monies

in the form of commissions and other fees for the management of Plaintiff s investment, and the

purported, but in fact non-existent, capital appreciation of a significant portion of such assets.

95. Defendants' performance was so far below the fiduciary and business standards

that Plaintiff involuntarily conferred a benefit upon the Defendants without Plaintiff receiving

adequate benefit or compensation in return. In so doing, the Defendants acted in reckless

disregard of their duties to Plaintiff.

96. Equity and good conscience require the Defendants to refund all monies paid for

any services purportedly rendered on Plaintiff s behalf

COUNT FIVE Imposition of Constructive Trust




98. Defendants had a fiduciary relationship with Plaintiff which included an

obligation to invest Plaintiffs assets in legitimate investments, and perform adequate due

diligence and monitoring as set forth in the Explanatory Memo.

99. Defendants were compensated by Plaintiff with management and other fees that

were calculated based on "Net Profits" and the current state of the Collins Capital Fund. As of

March 2009, this compensation included $165,926.86 in management fees and $23,480.33 in

incentive fees.

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100. Defendants were unjustly enriched by the retention of management and other fees

that were predicated on fictitious profits.

101. Plaintiff is entitled to have a constructive trust imposed on the amount of all

monies and other property in the possession of the Defendants, plus interest, which relate to

Defendants' compensation in the form of management and other fees with respect to the portion

of Plaintiffs investment funneled to the Feeder Fund and BMIS.

102. The amount that should be included in the constructive trust is yet to be

determined.

COUNT SIXRescission

(Against the Collins Defendants)



104. Plaintiff had a contractual or quasi-contractual relationship with the Collins

Defendants by virtue of their investment in the Collins Capital Fund.

105. Per the contractual relationship between the parties, the Collins Defendants

represented to Plaintiff that Plaintiff s monies would be invested in legitimate enterprises with a

potential for capital appreciation. This representation was a fundamental assumption of the

agreement embraced by both Plaintiff and the Collins Defendants, and Plaintiff and the Collins

Defendants shared the belief that all investments of Plaintiff s monies would be legal and

legitimate.

106. A significant portion of Plaintiffs assets, however, were invested in the Feeder

Fund which funneled such assets to BMIS and the fraudulent Madoff Ponzi scheme. Any

"appreciation" in value with regard to these assets was entirely fictitious and based on an

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illegitimate and illegal investment scheme. By investing Plaintiffs monies with BMIS, the

mutual intent of the parties to invest in legitimate enterprises was not accomplished.

107. The failure of the contractual agreement to accord the real understanding of the

parties was due to mutual mistake, in that both Plaintiff and the Collins Defendants believed that

all of Plaintiff s monies would be placed into legitimate and legal investments. Plaintiff and the

Collins Defendants did not intend to invest in a fraudulent Ponzi scheme. This mistake was not a

result of Plaintiffs negligence.

108. Because of this fundamental misassumption in the contractual relationship

between Plaintiff and the Collins Defendants, Plaintiff is entitled to rescission of all contractual

relationships between Plaintiff and the Collins Defendants as well as restitution of all principal

payments made by Plaintiff to the Collins Defendants, and the restitution of all fees paid by

Plaintiff predicated on the fictitious profits of the Feeder Fund and BMIS.

COUNT SEVENNegligent Misrepresentation



as if full set forth herein.

110. The Defendants made verbal representations and issued written marketing

material, private placement memoranda, and periodic updates regarding their management of the

Collins Capital Fund and the asset appreciation experienced by the Collins Capital Fund. These

materials relayed that the Defendants would provide superior investment services to Plaintiff;

that they would use their extensive skill and experience in selecting proficient and qualified

managers for the Collins Capital Fund; and that they would conduct extensive due diligence on

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fund managers before selecting them, engage in ongoing monitoring of such managers after

selection, and regularly verify the Collins Capital Fund's transactions.

111. Defendants, as investment advisors and managers of Plaintiff s investments, had a

special relationship with Plaintiff that gave rise to a duty to provide Plaintiff with correct

information. The Defendants knew or should have known that Plaintiff desired the information

that the Defendants were providing for a serious purpose—namely, for deciding whether to

invest their assets in the Collins Capital Fund and keep their assets invested in the Collins Capital

Fund. Defendants provided their representations to Plaintiff and the materials evinced an

understanding that the Defendants would serve the interests of Plaintiff as investors in the

Collins Capital Fund.

112. Plaintiff intended to rely on the representations by the Defendants in making its

investment decisions, and did reasonably and foreseeably rely on such representations when

investing its assets in the Collins Capital Fund.

113. In violation of their duties, Defendants materially misrepresented the investment

services that would be provided by the Defendants and the extent and quality of the due diligence

and ongoing risk monitoring that would be performed by the Defendants on the Feeder Fund.

114. These representations were materially false because the Defendants were not

performing the due diligence and ongoing risk monitoring on the Feeder Fund that they

represented.

115. The Defendants made these representations negligently without due care to

detennine the truth of these statements.

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116. On the basis of such representations, Plaintiff invested substantial assets in the

Collins Capital Fund and kept said investments in the Collins Capital Fund due to the

Defendants' continued misrepresentations.

117. As a result of such misrepresentations, Plaintiff has lost a substantial portion of

such assets.


Plaintiff.

COUNT EIGHT Declaratory Relief


119. The Pension Fund repeats and realleges the allegations in the paragraphs prior to

Count One as if fully set forth herein.

120. Plaintiff requests that the Court declare the rights and legal relations of Plaintiff

and Defendants.

121. Plaintiff takes the position that the indemnification provisions in the Explanatory

Memo and the Investment Advisory Agreement are void as a result of the Defendants' fraud,

misfeasance, bad faith, gross negligence, and total disregard of their obligations thereunder. The

Defendants are expected to deny this.

122. Plaintiff's right to recover its losses and seek damages would be undermined if

the Defendants were allowed to indemnify each other despite their egregious and unlawful

behavior.

123. Thus, a justiciable controversy has arisen over the rights and legal relations of the

parties, and Plaintiff requests that the Court declare the indemnification provisions in the

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Explanatory Memo and the Investment Advisory Agreement to be void, and award such other

relief as the Court deems equitable.

VII. PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for relief and judgment and requests the following:

A. Such preliminary and permanent injunctive relief, including imposition of a

constructive trust, as is appropriate to preserve the assets paid by Plaintiff,

B. Compensatory, consequential and general damages in an amount to be determined

at trial;

C. Disgorgement and restitution of all earnings, profits, compensation and benefits

received by Defendants as a result of their unlawful acts and practices;

D. Rescission of all contractual relationships between Plaintiff and the Defendants,

and a return of all principal payments made by Plaintiff to the Defendants;

E. Declaratory relief as described above;

F. Punitive damages on account of the willful and wanton disregard of Plaintiff s

rights by the Defendants;

G. Costs and disbursements of the action;

H. Pre- and post-judgment interest;

I. Reasonable attorneys' fees and expenses; and

J. Such other and further relief as this Court may deem just and proper.

VIII. JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

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Dated: June 5, 2009 Respectfully submitted,

SAXENA WHITE P.A.

By: .►l..

1 "Maya SaxenaJoseph E. White, IIIChristopher S. JonesLester Hooker2424 North Federal HighwaySuite 257Boca Raton, FL 33431Telephone: (561) 394-3399Facsimile: (561) 394-3382

Counsel for Plaintiff

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EXHIBIT A

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COLLINS CAPITAL LOW VOLATILITYPERFORMANCE FUND II, LTD.

(A BVI Business Company)

EXPLANATORY MEMORANDUM

Investment Advisor:

Collins Capital Investments, LLC

806 Douglas Road, Suite 570Coral Gables, Florida 33134Telephone (305) 666-3319

Facsimile (305) 666-3439collinscapital a,collinscap.com

June 1, 2007

THIS EXPLANATORY MEMORANDUM IS DELIVERED TO THE ORIGINAL RECIPIENT HEREOFON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH ITS CONSIDERATION OF ANINVESTMENT IN COMMON SHARES OF COLLINS CAPITAL LOW VOLATILITY PERFORMANCEFUND II, LTD. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, THIS EXPLANATORYMEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART, AND IT MAY NOT BEDELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE FUND.

PURSUANT TO AN EXEMPTION FROM THE U.S. COMMODITY FUTURES TRADING COMMISSIONIN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLEPERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT REQUIRED TO BE, AND HASNOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADINGCOMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPONTHE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THECOMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THISOFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL.

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COLLINS CAPITAL LOW VOLATILITYPERFORMANCE FUND II, LTD.

Offering of Common Shares

This Explanatory Memorandum (the "Memorandum") relates to the offering from time totime, to a limited number of qualified investors, of the Common Shares, par value US$ 0.01 per Share(the "Shares"), of Collins Capital Low Volatility Performance Fund I1, Ltd., a private investmentcompany existing under the laws of the British Virgin Islands as a BVI business company (the "Fund").The Fund commenced investment activities on March 1, 2003. The Investment Advisor to the Fund isCollins Capital Investments, LLC ("Collins Capital" or the "Advisor"), a Delaware limited liabilitycompany registered as an investment adviser with the Securities and Exchange Commission (the "SEC")under the Investment Advisers Act of 1940, as amended. Collins Capital currently acts as investmentadvisor to several investment vehicles which have engaged in multi-manager investment strategies since1995.

The Fund's investment objective is to achieve consistent investment returns, with lowcorrelation to the markets, while reducing risk through diversification, by utilizing a diverse group of lowvolatility alternative investment strategies. In seeking this objective, Collins Capital employs a "multi-manager" approach, maintaining investments with a diversified group of investment managers("Managers") managing private investment vehicles or accounts ("Portfolio Funds") that utilize strategiesbelieved to have superior risk-reward potential. Collins Capital does not follow a rigid asset allocationpolicy but seeks diversification through a combination of Managers employing a range of investmentstrategies, including but not limited to event-driven, distressed securities, relative value and variousarbitrage strategies. The Advisor attempts to select individual Managers that offer a variety of differentskills in an effort to balance the Fund portfolio and reduce overall volatility. Collins Capital considers anumber of factors in selecting Managers, including the Manager's basic investment strategy and policies;reputation; prior performance; use of fundamental analysis and other analytical methods; use of leverageand other techniques; and trading acumen. See "Investment Objective and Strategy".

The Fund seeks to achieve its investment objective by investing solely in, Collins CapitalLow Volatility Fund 11, LP, a Delaware limited partnership (the "Partnership"), which has an identicalinvestment objective and strategy as the Fund. The Partnership, in turn, primarily invests in anotheraffiliated investment vehicle, Collins Capital Master Fund 11, LP, a Delaware limited partnership (the"Master Fund"), in a "master-feeder" investment structure. The "feeder funds" for the Master Fund arecomprised of several affiliated investment vehicles, including, but not limited to, the Partnership, andindirectly the Fund. The Master Fund and all of the "feeder-funds" are managed by Collins Capital. Thepurpose of the "master-feeder" investment structure is to facilitate the investment in Portfolio Funds bythe investment vehicles managed by Collins Capital, and to facilitate the allocation of Portfolio Funds andManagers among such investment vehicles. See "Master-Feeder Investment Structure".

An investment in the Fund is subject to certain risks. See "Risk Factors".

The Fund offers its Shares for purchase from time to time solely to selected offerees whoare eligible investors and who are not "U.S. Persons" or, if U.S. Persons, are "Qualified U.S. Tax-ExemptEntities," as defined. See "Introduction".

Five classes of Shares are offered for purchase as of the first business day of each month(or at such other time(s) as the Fund may determine): Class A U.S. Dollar-denominated Shares ("U.S.Dollar Shares"); Class B U.S. Dollar-denominated non-voting Shares; Class C Euro-denominated Shares

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("Euro Shares"); Class D British Pound-denominated Shares ("British Pound Shares"); and Class E Yen-denominated Shares ("Yen Shares"; and, together with the Euro Shares and the British Pound Shares, the"Non-U.S Dollar Denominated Shares"). Shares of each class are offered for purchase at a per shareprice equal to the Net Asset Value per Share of the appropriate class. The Non-U.S. Dollar DenominatedShares generally have the same rights and terms as the U.S. Dollar Shares, except that (i) the Non-U.S.Dollar Denominated Shares are denominated in currencies other than the U.S. Dollar; and (ii) the Non-U.S. Dollar Denominated Shares may have certain currency hedge activities specifically attributed tothem as described in more detail under "Investment Objective and Strategy — Currency HedgingProgram". Shares of each class will be offered in a separate series for each purchase date, for purposes ofaccruing the Incentive Fee and/or the Management Fee (each as defined below) applicable to such Shares(or for other purposes in the Fund's discretion). See "Description of Shares". The minimum initialinvestment by a Shareholder is U.S.$1,000,000, or the equivalent amount in the relevant currency of theapplicable Non-U.S. Dollar Denominated Share class, which minimum amount may be waived at thediscretion of the Fund; provided, that the initial investment in respect of the majority of each of theinvestors is not less than U.S.$100,000 or its equivalent in the relevant currency. As used herein, the term"business day" means any day on which the New York Stock Exchange is open for regular trading andbanking institutions in New York, New York are permitted to be open for business. See "Offering of

Shares".

The Fund's net asset value is calculated in U.S. Dollars and quoted monthly. A Fundshareholder has the right to redeem all or part of his Shares as of the last business day of any calendarquarter, commencing with the first such date at least twelve months following the date of his initialinvestment in the Fund, on not less than seventy-five (75) days prior written notice to the Fund (or suchother notice as the Fund in its discretion may detennine), at a redemption price equal to the Net AssetValue of such Shares on the redemption date, subject to certain conditions. See "Redemption of Shares".

Prospective investors, together with their financial advisors, should review carefully thisentire Memorandum and should discuss the Fund and its activities with the Advisor prior to any decisionto purchase Shares.

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THE OFFERING OF SHARES MADE HEREBY HAS NOT BEEN REGISTERED WITHTHE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORYAUTHORITY OF ANY COUNTRY AND IS NOT BEING MADE IN ANY JURISDICTION WHERE SUCHOFFERING WOULD BE UNLAWFUL. INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OFTHIS MEMORANDUM AS TAX OR LEGAL ADVICE. PRIOR TO PURCHASING SHARES, APROSPECTIVE PURCHASER SHOULD CONSULT WITH HIS OWN LEGAL BUSINESS AND TAXADVISORS TO DETERMINE THE APPROPRIATENESS AND CONSEQUENCES OF ANINVESTMENT IN THE FUND BY SUCH PURCHASER, INCLUDING MATTERS CONCERNING THELAWS AND REGULATIONS IN THE COUNTRIES OF HIS CITIZENSHIP, RESIDENCE ANDDOMICILE.

THIS MEMORANDUM HAS BEEN PREPARED ON BEHALF OF THE FUND ANDEACH RECIPIENT HEREOF ACKNOWLEDGES THEREBY THAT NO PERSON OR PARTY OTHERTHAN THE FUND SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY ANDCOMPLETENESS OF THE CONTENTS HEREOF. THE INFORMATION IN THIS MEMORANDUM ISAS OF THE DATE HEREOF AND IS SUBJECT TO CHANGE OR AMENDMENT. THE DELIVERY OFTHIS MEMORANDUM AS OF ANY SUBSEQUENT DATE DOES NOT IMPLY THAT THERE HASBEEN NO CHANGE OR AMENDMENT IN THE CONTENTS HEREOF.

THE COMMON SHARES OFFERED HEREBY WILL BE ILLIQUID. NO PUBLICMARKET FOR SUCH SHARES EXISTS AND NONE IS EXPECTED TO DEVELOP. THERE WILL BESIGNIFICANT RESTRICTIONS ON THE TRANSFERABILITY OF COMMON SHARES.REDEMPTION OF COMMON SHARES BY THE FUND WILL BE SUBJECT TO A VARIETY OFTERMS AND CONDITIONS AND THE FUND WILL HAVE THE RIGHT TO SUSPEND REDEMPTIONSUNDER CERTAIN CIRCUMSTANCES.

NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHALL BEEMPLOYED IN THIS OFFERING OF SHARES IN THE FUND EXCEPT FOR THIS MEMORANDUMAND SUMMARY INFORMATION, IF ANY, WHICH SHALL BE QUALIFIED IN ITS ENTIREATTACHED HERETO. NO PERSON OTHER THAN THE ADVISOR HAS BEEN AUTHORIZED TOMAKE REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THE COMMONSHARES, EXCEPT THE INFORMATION CONTAINED HEREIN, AND ANY INFORMATION ORREPRESENTATION NOT CONTAINED HEREIN OR OTHERWISE SUPPLIED BY THE ADVISORMUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, THE ADVISOR ORITS SENIOR MANAGEMENT.

THIS MEMORANDUM MAY CONTAIN CERTAIN FORWARD LOOKINGINFORMATION ABOUT THE FUND AND ITS PROPOSED ACTIVITIES IN RELIANCE UPON THE"SAFE HARBOR" PROVISIONS OF THE U.S. FEDERAL SECURITIES LAWS. THIS INFORMATIONIS SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO,THOSE DESCRIBED UNDER "RISK FACTORS" HEREIN. ALL INVESTMENT PERFORMANCE ISINHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OFWHICH ARE BEYOND THE CONTROL OF THE ADVISOR. ANY SIGNIFICANT CHANGE THEREINCAN MATERIALLY AFFECT FUTURE RESULTS. ACCORDINGLY, THERE CAN BE NOASSURANCE THAT THE FUND'S INVESTMENT OBJECTIVE WILL BE ACHIEVED OR THAT THEFUND WILL NOT INCUR LOSSES.

THIS MEMORANDUM IS SUBMITTED TO A LIMITED NUMBER OF RECIPIENTSON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH THEIR CONSIDERATION OF ANINVESTMENT IN SHARES OF THE FUND. IT MAY NOT BE REPRODUCED IN WHOLE OR IN PARTAND MAY NOT BE DELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OFTHE FUND. NOTWITHSTANDING THE FOREGOING A PROSPECTIVE INVESTOR (AND EACHEMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF THE INVESTOR) MAY DISCLOSE TO ANYAND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX

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STRUCTURE OF (I) THE FUND AND (II) ANY TRANSACTIONS DESCRIBED HEREIN, AND ALLMATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT AREPROVIDED TO THE INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.EACH PERSON ACCEPTING THIS CONFIDENTIAL MEMORANDUM THEREBY AGREES TORETURN IT TO THE FUND UPON REQUEST.

CERTAIN PROVISIONS OF THE MEMORANDUM AND ARTICLES OFASSOCIATION OF THE FUND AND OTHER DOCUMENTS ARE SUMMARIZED IN THISMEMORANDUM, BUT IT SHOULD NOT BE ASSUMED THAT THE SUMMARIES ARE COMPLETEAND SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE CONTENTS OF THEDOCUMENTS WHICH THEY PURPORT TO SUMMARIZE. MATERIAL DOCUMENTS AREAVAILABLE FOR INSPECTION AS INDICATED IN THE SECTION ENTITLED "DOCUMENTSAVAILABLE FOR INSPECTION" HEREIN. THE ADVISOR EXTENDS TO EACH INVESTOR AND ITSADVISORS THE OPPORTUNITY TO DISCUSS THE OFFERING AND THE FUND WITHREPRESENTATIVES OF THE ADVISOR AND TO RECEIVE ADDITIONAL INFORMATION TO THEEXTENT SUCH INFORMATION MAY BE READILY AVAILABLE.

EACH INVESTOR SHOULD NOT CONSTRUE THE CONTENTS OF THISMEMORANDUM AS LEGAL, TAX OR FINANCIAL ADVICE. EACH INVESTOR SHOULD CONSULTITS OWN PROFESSIONAL ADVISORS AS TO THE LEGAL, TAX OR FINANCIAL CONSEQUENCESOR OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN SHARES OFTHE FUND.

INVESTMENTS BY U.S. INVESTORS:

THE SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED DIRECTLY ORINDIRECTLY, IN THE UNITED STATES OR TO ANY UNITED STATES PERSON OTHER THAN"QUALIFIED U.S. TAX-EXEMPT ENTITIES," AS DEFINED HEREIN, AND ONLY PURSUANT TO ANAPPLICABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT BY REASON OF SECTION4(2) THEREOF AND REGULATION D THEREUNDER, AS WELL AS THE EXEMPTION FROMREGISTRATION UNDER STATE SECURITIES LAWS PROVIDED BY SECTION 18 OF SAID ACT.

INVESTMENT BY U.S. TAX-EXEMPT INVESTORS:

INVESTMENTS IN THE FUND BY U.S. PERSONS WILL BE LIMITED TO"QUALIFIED U.S. TAX-EXEMPT ENTITIES" AS DEFINED HEREIN. A U.S. INVESTOR THAT ISSUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED("ERISA"), SUCH AS A PENSION PLAN OR INDIVIDUAL RETIREMENT ACCOUNT, OR WHICH ISAN EDUCATIONAL INSTITUTION OR OTHER ENTITY EXEMPT FROM TAXATION UNDERSECTION 501 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, IS URGED TOCONSULT WITH ITS ADVISORS AS TO CERTAIN CONSIDERATIONS APPLICABLE TO ANINVESTMENT IN THE FUND. SEE "ERISA CONSIDERATIONS". QUALIFIED U.S. TAX-EXEMPTENTITIES SHOULD REVIEW WITH THEIR TAX ADVISORS THE TAX TREATMENT OF ANINVESTMENT IN THE FUND. SEE "CERTAIN TAX CONSIDERATIONS - INVESTMENT BY U.S.TAX-EXEMPT ENTITIES". A U.S. PERSON WHO IS SUBJECT TO U.S. FEDERAL INCOMETAXATION MAY BE SUBJECT TO SERIOUS TAX CONSEQUENCES AS TO AN INVESTMENT INTHE FUND. SEE "CERTAIN TAX CONSIDERATIONS".

U.S. PURCHASERS IN THE STATE OF FLORIDA:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDASECURITIES ACT IN RELIANCE UPON AN EXEMPTION THEREFROM. ANY SALE MADE

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PURSUANT TO SUCH EXEMPTION IS VOIDABLE BY A FLORIDA PURCHASER WITHIN THREE (3)DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THEFUND, AN AGENT OF THE FUND (INCLUDING THE SERVICE COMPANY AND ADMINISTRATOR)OR AN ESCROW AGENT, OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THATPRIVILEGE IS COMMUNICATED TO THE PURCHASER, WHICHEVER OCCURS LATER.

RESTRICTIONS ON SALES IN CERTAIN NON-U.S. JURISDICTIONS:

THIS OFFER IS ONLY OPEN TO PRIVATE INVESTORS CONTACTED DIRECTLYBY THE FUND (OR ITS AGENTS) AND IS NOT MADE TO THE PUBLIC AT LARGE IN AUSTRALIA.NO OFFER FOR SUBSCRIPTION OF THE SHARES WILL BE MADE OTHER THAN UNDER THEEXCLUDED OFFER EXEMPTIONS CONTAINED IN SECTION 708 OF THE CORPORATIONS LAW.ACCORDINGLY, THIS MEMORANDUM IS NOT REQUIRED TO BE, AND HAS NOT BEEN, LODGEDWITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION. ANY SHARESPURCHASED UNDER THIS OFFER MAY NOT BE RESOLD WITHIN AUSTRALIA FOR A PERIOD OF12 MONTHS AFTER THE INITIAL PURCHASE OTHER THAN IN ACCORDANCE WITH SECTION708 OF THE CORPORATIONS LAW.

THE SHARES MAY NOT BE OFFERED OR SOLD OR OTHERWISE DISPOSED OF INANY MANNER TO PERSONS DEEMED BY THE CENTRAL BANK OF THE BAHAMAS (THE"BANK") AS RESIDENT FOR EXCHANGE CONTROL PURPOSES, UNLESS SUCH PERSONSDEEMED AS RESIDENT OBTAIN THE PRIOR APPROVAL OF THE BANK.

THE OFFERING OF SHARES HAS NOT BEEN AND WILL NOT BE NOTIFIED TOTHE BELGIAN BANKING OF FINANCE COMMISSION (COMMISSIE VOOR HET BANK-ENFINANCIEWEZEN/COMMISSION BANCAIRE ET FINANCIERE) OR HAS THIS MEMORANDUMBEEN OR WILL IT BE APPROVED BY THE BELGIAN BANKING AND FINANCE COMMISSION.THE SHARES SHALL NOT, WHETHER DIRECTLY OR INDIRECTLY, BE OFFERED, SOLD,TRANSFERRED OR DELIVERED IN BELGIUM, AS PART OF THEIR INITIAL DISTRIBUTION ORAT ANY TIME THEREAFTER, TO ANY INVESTOR OTHER THAN (1) CREDIT INSTITUTIONS ANDINVESTMENT FIRMS REFERRED TO IN ARTICLE 3.2, A) OF THE BELGIAN ROYAL DECREE OFJANUARY 9, 1991 ON THE PUBLIC CHARACTER OF TRANSACTIONS WHICH AIM TO SOLICITPUBLIC SAVINGS AND THE ASSIMILATION OF CERTAIN TRANSACTIONS WITH A PUBLICOFFER, (II) INSTITUTIONS FOR COLLECTIVE INVESTMENT REFERRED TO IN BOOK III OF THEBELGIAN ACT OF DECEMBER 4, 1990 ON THE FINANCIAL TRANSACTIONS AND THEFINANCIAL MARKETS, (III) INSURANCE COMPANIES REFERRED TO IN ARTICLE 2§1 OF THEBELGIAN ACT OF JULY 9, 1975 ON THE SUPERVISION OF INSURANCE COMPANIES AND (IV)PENSION FUNDS REFERRED TO IN ARTICLE 2§3,6 OF THE BELGIAN ACT OF JULY 9, 1975 ONTHE SUPERVISION OF INSURANCE COMPANIES IN THE BELGIAN ROYAL DECREE OF MAY 15,1985 ON THE ACTIVITIES OF PRIVATE MUTUAL FUNDS, EACH ACTING ON THEIR OWNACCOUNT IN RELIANCE ON ARTICLE 3.2 OF THE BELGIAN ROYAL DECREE OF JANUARY 9,1991. THIS MEMORANDUM HAS BEEN DISTRIBUTED IN BELGIUM ONLY TO INVESTORSMENTIONED HERE ABOVE FOR THEIR PERSONAL USE AND EXCLUSIVELY FOR THEPURPOSES OF THE OFFERING OF SHARES. ACCORDINGLY, THIS MEMORANDUM MAY NOT BEUSED FOR ANY OTHER PURPOSE NOR PASSED ON TO ANY OTHER PERSON IN BELGIUM.

THE SHARES OFFERED HEREBY HAVE NOT BEEN, AND WILL NOT BE,REGISTERED WITH THE COMISSAO DE VALORES MOBILIARIOS AND MAY NOT BE OFFEREDOR SOLD IN BRAZIL EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLICOFFERING OR DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS.

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THIS MEMORANDUM CONSTITUTES AN OFFERING OF THE SECURITIESDESCRIBED HEREIN ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE ANDTO WHOM THEY MAY BE LAWFULLY OFFERED FOR SALE, AND THEREIN ONLY BY PERSONSPERMITTED TO SELL SUCH SECURITIES. THIS MEMORANDUM IS NOT, AND UNDER NOCIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING OFTHE SECURITIES DESCRIBED HEREIN IN CANADA. NO SECURITIES COMMISSION OR SIMILARAUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS DOCUMENT ORTHE MERITS OF THE SECURITIES DESCRIBED HEREIN, AND ANY REPRESENTATION TO THECONTRARY IS AN OFFENSE.

IF THIS MEMORANDUM, TOGETHER WITH ANY AMENDMENT THERETO,CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIALFACT THAT IS REQUIRED TO BE STATED OR IS NECESSARY IN ORDER TO MAKE ANYSTATEMENT THEREIN NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES IN WHICHIT WAS MADE (HEREIN CALLED A "MISREPRESENTATION") AND IT WAS AMISREPRESENTATION ON THE DATE OF PURCHASE, PURCHASERS IN BRITISH COLUMBIAAND ONTARIO TO WHOM THE MEMORANDUM WAS SENT OR DELIVERED AND WHOPURCHASE SHARES SHALL HAVE A RIGHT OF ACTION AGAINST THE FUND FOR RESCISSION(WHILE STILL THE OWNER OF SUCH SHARES) OR ALTERNATIVELY, FOR DAMAGES,EXERCISABLE ON WRITTEN NOTICE GIVEN NOT MORE THAN 90 DAYS SUBSEQUENT TO THEDATE OF PURCHASE, PROVIDED THAT THE FUND WILL NOT BE LIABLE:

(A) IF THE PURCHASER PURCHASED SUCH SHARES WITH KNOWLEDGE OFTHE MISREPRESENTATION;

(B) FOR ALL OR ANY PORTION OF ANY DAMAGES THAT IT PROVES DO NOTREPRESENT THE DEPRECIATION IN VALUE OF SUCH SHARES AS ARESULT OF THE MISREPRESENTATION; AND

(C) FOR AMOUNTS IN EXCESS OF THE PRICE AT WHICH SUCH SHARESWERE SOLD TO THE PURCHASER.

THE FOREGOING SUMMARY IS SUBJECT TO THE EXPRESS PROVISIONS OFEITHER THE SECURITIES ACT (BRITISH COLUMBIA) OR THE SECURITIES ACT (ONTARIO),WHICHEVER THE CASE MAY BE, AND SUCH REFERENCE IS MADE FOR THE COMPLETE TEXTOF SUCH PROVISION.

THE SHARES OFFERED HEREBY HAVE NOT BEEN, AND WILL NOT BE,REGISTERED WITH THE SUPERINTENDENCIA DE VALORES Y SEGUROS (THE "CHILEANSECURITIES COMMISSION" OR SVS) AND MAY NOT BE OFFERED AND SOLD IN CHILE EXCEPTIN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OR DISTRIBUTIONUNDER CHILEAN LAWS AND REGULATIONS.

NO INVITATION TO OFFER FOR, OR OFFER FOR, OR SALE OF, THE SHARESSHALL BE MADE TO THE PUBLIC IN CHINA OR BY ANY MEANS THAT WOULD BE DEEMEDPUBLIC UNDER THE LAWS OF CHINA. THE OFFER OF SHARES IS PERSONAL TO THEINVESTOR TO WHOM THE MEMORANDUM HAS BEEN ADDRESSED BY THE FUND. BUSINESSENTITIES INCORPORATED UNDER THE LAWS OF CHINA (EXCLUDING FOREIGN INVESTMENTBUSINESS ENTITIES) SHALL APPLY FOR APPROVAL FROM THE CHINESE GOVERNMENTAUTHORITIES BEFORE PURCHASING THE SHARES. FURTHERMORE, ALL BUSINESS ENTITIESINCORPORATED UNDER THE LAWS OF CHINA AND CHINESE CITIZENS RESIDING IN CHINA

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SHALL OBTAIN THE PRIOR APPROVAL FROM THE CHINESE FOREIGN EXCHANGEAUTHORITY BEFORE PURCHASING THE SHARES.

THE SHARES WILL NOT BE OFFERED, TRANSFERRED OR SOLD, WHETHERDIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL OR LEGAL ENTITY IN THE NETHERLANDS,AS PART OF THEIR INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER, OTHER THAN TOINDIVIDUALS OR LEGAL ENTITIES WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THECONDUCT OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS, BROKERS, DEALERS,INSURANCE COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS ANDCOMMERCIAL ENTERPRISES WHICH REGULARLY, AS AN ANCILLARY ACTIVITY, INVEST INSECURITIES).

THE SHARES OFFERED HEREBY DO NOT COMPLY WITH THE CONDITIONSIMPOSED BY FRENCH LAW FOR ISSUANCE, DISTRIBUTION, SALE, PUBLIC OFFERING,SOLICITATION AND ADVERTISING WITHIN FRANCE. THE DISTRIBUTION OF THIS PRIVATEPLACEMENT MEMORANDUM AND THE OFFERING OF CLASS E SHARES, CLASS F SHARES,CLASS G SHARES AND CLASS H SHARES IN THE FUND IN FRANCE ARE THEREFORERESTRICTED WITH RESPECT TO THE MANNER IN WHICH THEY MAY DISPOSE OF THESHARES IN FRANCE.

ANY PERSON WHO IS IN POSSESSION OF THIS MEMORANDUM UNDERSTANDSTHAT NO ACTION HAS OR WILL BE TAKEN WHICH WOULD ALLOW AN OFFERING OF SHARESTO THE PUBLIC IN GERMANY. ACCORDINGLY, THE SHARES MAY NOT BE OFFERED, SOLD ORDELIVERED AND NEITHER THIS MEMORANDUM NOR ANY OTHER OFFERING MATERIALSRELATING TO THE SHARES MAY BE DISTRIBUTED OR MADE AVAILABLE TO THE PUBLIC INGERMANY. INDIVIDUAL SALES OF THE SHARES TO ANY PERSON IN GERMANY MAY ONLY BEMADE ACCORDING TO GERMAN SECURITIES, TAX AND OTHER APPLICABLE LAWS ANDREGULATIONS.

THE SHARES MAY NOT BE OFFERED OR SOLD IN ANY MANNER THATCONSTITUTES AN OFFER OR SALE TO THE PUBLIC IN THE HELLENIC REPUBLIC WITHIN THELAWS AND REGULATIONS FROM TIME TO TIME APPLICABLE TO PUBLIC OFFERS OR SALESOF SECURITIES.

THIS MEMORANDUM RELATES TO A PRIVATE PLACEMENT AND DOES NOTCONSTITUTE AN OFFER TO THE PUBLIC IN HONG KONG TO SUBSCRIBE FOR SHARES. NOSTEPS HAVE BEEN TAKEN TO REGISTER THIS MEMORANDUM AS A PROSPECTUS IN HONGKONG.

THE OFFER OF THE SHARES IS PERSONAL TO THE PERSON TO WHOM THISMEMORANDUM HAS BEEN DELIVERED BY OR ON BEHALF OF THE FUND, AND ASUBSCRIPTION FOR SHARES WILL ONLY BE ACCEPTED FROM SUCH PERSON FOR SUCHMINIMUM AMOUNT OF SHARES AS DESCRIBED IN THIS MEMORANDUM. IT IS A CONDITIONOF THE OFFER THAT EACH PERSON WHO AGREES TO SUBSCRIBE FOR SHARES PROVIDES AWRITTEN UNDERTAKING THAT IT IS ACQUIRING SUCH SHARES FOR INVESTMENT PURPOSESONLY AND NOT WITH A VIEW TO DISTRIBUTE OR RESELL SUCH SHARES AND THAT IT WILLNOT OFFER FOR SALE, RESELL OR OTHERWISE DISTRIBUTE OR AGREE TO DISTRIBUTESUCH SHARES WITHIN SIX MONTHS FROM THEIR DATE OF SALE TO SUCH PERSON.

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FOR IRISH PROSPECTIVE SHAREHOLDERS: THIS MEMORANDUM IS NOT APROSPECTUS AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATIONTO THE PUBLIC TO SUBSCRIBE FOR OR PURCHASE SHARES IN THE FUND AND SHALL NOT BECONSTRUED AS SUCH AND NO PERSON OTHER THAN THE PERSON TO WHOM THISMEMORANDUM HAS BEEN ADDRESSED OR DELIVERED SHALL BE ELIGIBLE TO SUBSCRIBEFOR OR PURCHASE SHARES IN THE FUND.

ISRAELI RESIDENTS, OTHER THAN THOSE CONSIDERED "EXEMPTIONHOLDERS" UNDER THE GENERAL CURRENCY CONTROL PERMIT, 1978, REQUIRE A SPECIALPERMIT FROM THE ISRAELI CONTROLLER OF FOREIGN CURRENCY IN ORDER TO PURCHASETHE SHARES. THE SHARES ARE OFFERED TO A LIMITED NUMBER OF SOPHISTICATEDINVESTORS, IN ALL CASES UNDER CIRCUMSTANCES DESIGNED TO PRECLUDE ADISTRIBUTION WHICH WOULD BE OTHER THAN A PRIVATE PLACEMENT. THEMEMORANDUM MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE, NOR BEFURNISHED TO ANY OTHER PERSON THAN THOSE TO WHOM COPIES HAVE BEEN SENT.

THIS MEMORANDUM IS SOLELY INTENDED FOR THE INDIVIDUALS TO WHOMIT IS DELIVERED AND MAY NOT BE CONSIDERED OR USED AS A PUBLIC OFFERING IN THEMEANING OF AND FOR THE PURPOSE OF THE ART 1/18 TER L.N. 216/74.

IN ADDITION, ANY PERSON WHO IS IN POSSESSION OF THIS MEMORANDUMUNDERSTANDS THAT NO ACTION HAS OR WILL BE TAKEN THAT WOULD ALLOW ANOFFERING OF THE SHARES TO THE PUBLIC IN ITALY. ACCORDINGLY, THE SHARES MAY NOTBE OFFERED, SOLD OR DELIVERED AND NEITHER THIS MEMORANDUM NOR ANY OTHEROFFERING MATERIALS RELATING TO THE SHARES MAY BE DISTRIBUTED OR MADEAVAILABLE TO THE PUBLIC IN ITALY. INDIVIDUALS SALES OF THE SHARES TO ANY PERSONIN ITALY MAY ONLY BE MADE ACCORDING TO ITALIAN SECURITIES, TAX AND OTHERAPPLICABLE LAWS AND REGULATIONS.

UNDER ARTICLE 23-14 PARAGRAPH 1 OF THE SECURITIES EXCHANGE LAW(THE "SEL"), THE PURCHASE OF SHARES CANNOT BE MADE UNLESS THE PURCHASERAGREES TO THE CONDITION THAT IT WILL NOT MAKE AN ASSIGNMENT OF THE SHARES TOANY PERSON OTHER THAN A NON-RESIDENT OF JAPAN (HAVING THE SAME MEANINGS ASDEFINED IN ARTICLE 6, PARAGRAPH 1(6) OF THE FOREIGN EXCHANGE AND FOREIGN TRADECONTROL LAWS), EXCEPT FOR THE CASE THAT ALL THE SHARES (EXCLUDING THE SHARESASSIGNED TO NON-RESIDENTS OF JAPAN) ARE ASSIGNED TO ONE PERSON. FURTHERMORE,DISCLOSURE UNDER THE SEL HAS NOT BEEN MADE.

THIS MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCE IS TO BECONSTRUED AS, A PUBLIC OFFERING OF SECURITIES IN KOREA. NEITHER THE FUND NORTHE INVESTMENT MANAGER ARE MAKING ANY REPRESENTATION WITH RESPECT TO THEELIGIBILITY OF ANY RECIPIENTS OF THIS MEMORANDUM TO ACQUIRE THE SHARES UNDERTHE LAWS OF KOREA, INCLUDING BUT WITHOUT LIMITATION THE FOREIGN EXCHANGEMANAGEMENT ACT AND REGULATIONS THEREUNDER. THE SHARES HAVE NOT BEENREGISTERED UNDER THE SECURITIES AND EXCHANGE ACT OF KOREA AND NONE OF THESHARES MAY BE OFFERED, SOLD OR DELIVERED, OR OFFERED OR SOLD TO ANY PERSONFOR RE-OFFERING OR RESALE, IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPTPURSUANT TO APPLICABLE LAWS AND REGULATIONS OF KOREA.

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FOR PROSPECTIVE SHAREHOLDERS OF LIECHTENSTEIN: THE SHARES AREOFFERED TO A NARROWLY DEFINED CATEGORY OF INVESTORS, IN ALL CASES UNDERCIRCUMSTANCES DESIGNED TO PRECLUDE A PUBLIC SOLICITATION. THE MEMORANDUMMAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE, NOR BE FURNISHED TO ANYOTHER PERSON OTHER THAN THOSE TO WHOM COPIES HAVE BEEN SENT.

FOR PROSPECTIVE SHAREHOLDERS OF LUXEMBOURG: THE SHARES AREOFFERED TO A LIMITED NUMBER OF SOPHISTICATED INVESTORS, IN ALL CASES UNDERCIRCUMSTANCES DESIGNED TO PRECLUDE A DISTRIBUTION WHICH WOULD BE OTHERTHAN A PRIVATE PLACEMENT. THE MEMORANDUM MAY NOT BE REPRODUCED OR USEDFOR ANY OTHER PURPOSE, NOR BE FURNISHED TO ANY OTHER PERSON OTHER THAN THOSETO WHOM COPIES HAVE BEEN SENT.

IN THE NETHERLANDS, SHARES MAY ONLY BE OFFERED TO A SUFFICIENTLYDEFINED CLOSED CIRCLE OF INVESTORS OR TO PERSONS WHO, IN THEIR PROFESSION OR ASTHEIR BUSINESS, TRADE OR INVEST IN SECURITIES, AS SUCH RESTRICTION IS DESCRIBED INTHE NETHERLANDS SECURITIES ACT OF 1986.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR AND THE OFFERMADE IN IT IS MADE SOLELY TO HABITUAL INVESTORS (BEING PERSONS DEFINED INSECTION 3(2)(A)(II) OF THE NEW ZEALAND SECURITIES ACT 1978).

THIS MEMORANDUM HAS NOT BEEN FILED WITH THE OSLO STOCKEXCHANGE IN ACCORDANCE WITH THE NORWEGIAN SECURITIES TRADING ACT, SECTION 5-1, AND MAY THEREFORE NOT BE DISTRIBUTED TO MORE THAN FIFTY POTENTIALINVESTORS IN NORWAY.

THE SHARES ARE NOT INTENDED TO BE SOLD OR OFFERED IN (OR ON THETERRITORY OF) THE RUSSIAN FEDERATION OR TO RUSSIAN RESIDENTS AND THISMEMORANDUM HAS NOT BEEN REGISTERED WITH, AND WILL NOT BE REGISTERED WITH,THE FEDERAL SECURITIES MARKETS COMMISSION OF THE RUSSIAN FEDERATION.

THIS MEMORANDUM HAS NOT BEEN REGISTERED WITH THE REGISTRAR OFCOMPANIES IN SINGAPORE AND THE SHARES WILL BE OFFERED IN SINGAPORE PURSUANTTO AN EXEMPTION INVOKED UNDER SECTIONS 106C AND 106D OF THE COMPANIES ACT,CHAPTER 50 OF SINGAPORE ("COMPANIES ACT"). ACCORDINGLY, THE SHARES MAY NOT BEOFFERED OR SOLD, NOR MAY THIS MEMORANDUM OR ANY OTHER OFFERING DOCUMENTOR MATERIAL RELATING TO THE SHARES BE CIRCULATED OR DISTRIBUTED, DIRECTLY ORINDIRECTLY, TO THE PUBLIC OR ANY MEMBER OF THE PUBLIC OTHER THAN (1) TO ANINSTITUTIONAL INVESTOR OR OTHER BODY OR PERSON SPECIFIED IN SECTION 106C OF THECOMPANIES ACT, OR (2) TO A SOPHISTICATED INVESTOR SPECIFIED IN SECTION 106D OF THECOMPANIES ACT, OR (3) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THECONDITIONS OF, SECTION 106E(2) OF THE COMPANIES ACT OR ANY OTHER APPLICABLEEXEMPTION INVOKED UNDER DIVISION 5A OF PART IV OF THE COMPANIES ACT.

THE SHARES OFFERED HEREIN ARE FOR YOUR ACCEPTANCE ONLY AND MAYNOT BE OFFERED OR BECOME AVAILABLE TO PERSONS OTHER THAN YOURSELF AND MAY

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NOT BE PUBLICLY OFFERED, SOLD OR ADVERTISED IN SOUTH AFRICA AND THISMEMORANDUM MAY ONLY BE CIRCULATED TO SELECTED INDIVIDUALS.

THE SHARES OFFERED HEREBY MAY NOT BE PUBLICLY OFFERED, SOLD ORADVERTISED IN SWITZERLAND PURSUANT TO ARTICLE 2 OF THE SWISS INVESTMENT FUNDACT 1995 AND THIS MEMORANDUM MAY ONLY BE CIRCULATED TO A LIMITED NUMBER OFPERSONS IN SWITZERLAND. THEREFORE, NO STEPS HAVE BEEN TAKEN TO REGISTER THEFUND AND/OR THIS MEMORANDUM AS A PROSPECTUS IN SWITZERLAND.

EACH DEALER, IF ANY, WILL BE REQUIRED TO REPRESENT AND AGREE THAT(1) IT HAS NOT OFFERED OR SOLD AND PRIOR TO THE EXPIRATION OF THE PERIOD OF SIXMONTHS FROM THE DATE OF ISSUE OF ANY PARTICULAR SHARES WILL NOT OFFER OR SELLANY SUCH SHARES TO PERSONS IN THE UNITED KINGDOM EXCEPT TO PERSONS WHOSEORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING OR DISPOSINGOF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES OROTHERWISE IN CIRCUMSTANCES WHICH HAVE NOT RESULTED AND WILL NOT RESULT INAN OFFER TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF THE PUBLICOFFERS OF SECURITIES REGULATIONS 1995, (2) IT HAS COMPLIED AND WILL COMPLY WITHALL APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES ACT 1986 WITH RESPECT TOANYTHING DONE BY IT IN RELATION TO THE SHARES IN, FROM OR OTHERWISE INVOLVINGTHE UNITED KINGDOM, (3) IT HAS ONLY ISSUED OR PASSED ON AND WILL ONLY ISSUE ORPASS ON, IN THE UNITED KINGDOM, ANY DOCUMENT RECEIVED BY IT IN CONNECTION WITHTHE ISSUE OF THE SHARES, TO A PERSON WHO IS OF A KIND DESCRIBED IN ARTICLE 11(3) OFTHE FINANCIAL SERVICES ACT 1986 (INVESTMENT ADVERTISEMENTS) (EXEMPTIONS) ORDER1996, AS AMENDED, OR IS A PERSON TO WHOM THE DOCUMENT MAY OTHERWISELAWFULLY BE ISSUED OR PASSED ON AND (4) IT HAS ONLY PROMOTED AND WILL ONLYPROMOTE OFFERS OR SALES OF THE SHARES IN THE UNITED KINGDOM (AS SUCH TERMSARE DEFINED FOR THE PURPOSES OF SECTION 76 OF THE FINANCIAL SERVICES ACT 1986AND/OR THE FINANCIAL SERVICES (PROMOTION OF UNREGULATED SCHEMES)REGULATIONS 1991) TO PERSONS WHO ARE DESCRIBED IN SECTION 76(2) OF THE FINANCIALSERVICES ACT 1986 OR TO PERSONS WHO ARE NON-PRIVATE CUSTOMERS (AS DEFINED FORTHE PURPOSES OF THE FINANCIAL SERVICES (PROMOTION OF UNREGULATED SCHEMES)REGULATIONS 1991 AND THEN ONLY IN ACCORDANCE WITH SUCH REGULATIONS) OR TOSUCH OTHER PERSONS TO WHOM OFFERS OR SALES OF THE SHARES MAY LAWFULLY BE SOPROMOTED UNDER SUCH REGULATIONS OR OTHERWISE.

IT IS NOT THE PRESENT INTENTION OF THE DIRECTORS OF THE FUND TOADVERTISE OR MARKET THE SHARES IN IRELAND AND NO SUCH MARKETING WILL TAKEPLACE IN THE FUTURE WITHOUT THE PRIOR APPROVAL IN WRITING OF THE CENTRALBANK OF IRELAND.

REFERENCES HEREIN TO "S" AND "DOLLARS" ARE TO U.S. DOLLARS, WHICH ISTHE OFFICIAL CURRENCY OF THE BRITISH VIRGIN ISLANDS.

AS USED HEREIN "BUSINESS DAY" MEANS ANY DAY ON WHICH THE NEW YORKSTOCK EXCHANGE IS OPEN FOR REGULAR TRADING AND BANKING INSTITUTIONS IN NEWYORK, NEW YORK ARE PERMITTED TO BE OPEN FOR BUSINESS.

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TABLE OF CONTENTS

PAGE NO.

INTRODUCTION 1

SUMMARY 4

THE FUND 13

INVESTMENT OBJECTIVE AND STRATEGY 13General 13Description of Primary Strategies 14Manager Selection 15Portfolio Diversification 16Investments of Portfolio Funds 16Investment Techniques of Portfolio Funds 17Oversight of Portfolio Funds 18

MASTER-FEEDER INVESTMENT STRUCTURE 18

CREDIT FACILITY; LEVERAGE 19

CURRENCY HEDGING PROGRAM 20

RISK FACTORS 20General 21Limited Operating History 21Dependence Upon Senior Management of Advisor 21Substantial Withdrawals 21Use of Multi-Manager Approach 21Investments and Strategies of Portfolio Funds 23Managers' Investment Techniques 25Currency Risks Relating to Portfolio Funds 27Currency Risks Relating to Non-Dollar Denominated Share Classes 27Segregation of Income and Expenses between Classes of Shares;

Performance of Share Classes 27Conflicts of Interest 27Credit Facility; Leverage 29Fund Expenses 30Limited Liquidity 30No Distributions 30Lack of Participation by Holders of Shares 30Tax Risks 30Limited Regulation 31Limitation of Liability of the Advisor; Indemnification 32

MANAGEMENT OF THE FUND 32The Advisor 32Senior Management 33

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Investment Advisory Agreement 34Directors 35Service Company and Administrator 35Custodian 36Registered Agent 36Auditors 36Counsel 37

FEES AND EXPENSES 37Management Fee 37Incentive Fee 37Service Company and Administrator's Fees 39Operating Expenses 39Organizational Expenses 39

OFFERING OF SHARES 39

REDEMPTION OF SHARES 40

DETERMINATION OF NET ASSET VALUE PER SHARE 41General 41Suspension of Net Asset Value Calculations and Redemptions 42

DESCRIPTION OF SHARES 42General 42New Issues and Other Accounts; Related Series 43Voting Rights 44Issuance of Non-Voting Shares 45Shares in Book Entry Form 45Liquidation and Dissolution 45Restrictions on Ownership and Transfer 45

CERTAIN TAX CONSIDERATIONS 46General 46No British Virgin Islands Tax on the Fund 46U.S. Federal Income Tax Treatment of the Fund 47Other Taxes 48Investment by U.S. Tax-Exempt Entities 48

ERISA CONSIDERATIONS 49Prudence, Diversification and Prohibited Transactions 49Annual Evaluation 50Plan Assets 50Non-Fiduciary Status of the Advisor 50

REPORTS AND FINANCIAL STATEMENTS 51

SUBSCRIBING FOR SHARES 51

ANTI-MONEY LAUNDERING LAWS AND PROCEDURES 52General 52

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United States 53

DOCUMENTS AVAILABLE FOR INSPECTION 53

APPENDIX A-I — SUBSCRIPTION AGREEMENT FOR U.S. INVESTORS

APPENDIX A-II— SUBSCRIPTION AGREEMENT FOR NON-U.S. INVESTORS

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INTRODUCTION

This Explanatory Memorandum (the "Memorandum") relates to the offering of CommonShares, par value U.S. $.01 per share (the "Shares"), of Collins Capital Low Volatility Performance FundII, Ltd. (the "Fund"). The Fund is a BVI business company under the laws of the British Virgin Islandsand is recognized as a "professional fund" under the laws of such jurisdiction. The Fund commencedinvestment activities on March 1, 2003. Shares are being offered solely to a limited number of selectedinvestors who satisfy the applicable requirements described below and on the terms and conditions setforth in this Memorandum.

Shares may be offered and sold only to persons who are not U.S. Persons or to U.S.Persons that are (i) Qualified U.S. Tax-Exempt Entities; (ii) "accredited investors'; and (iii) "qualifiedeligible persons", as such terms are defined in the paragraphs below. In addition, all purchasers of Sharesmust qualify as "qualified purchasers" and "professional investors", also as defined below.

As used herein, the term "U.S. Person" means: (i) Any United States citizen or a residentof the United States (as defined for purposes of the federal income tax laws of the United States); (ii) anycorporation, partnership, trust or other legal entity organized or created under the laws of any UnitedStates jurisdiction; (iii) any organization or entity controlled, directly or indirectly, by a person or personsdescribed in (i) or (ii) or of which such person or persons described are known to be the owners, directlyor indirectly, of a majority of the beneficial interests therein; or (iv) any other person or entity which is a"U.S. Person" within the meaning of the U.S. Internal Revenue Code of 1986, as amended (the "Code"),of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or Rule 4.7under the U.S. Commodity Exchange Act, as amended (the "Commodity Act"), or any successorprovision of the Code, the Securities Act or the Commodity Act, as in effect at the time.

As used herein, the term "Qualified U.S. Tax-Exempt Entity" means an organization orother entity that can demonstrate that it is exempt from United States income taxation pursuant to Section501(a) of the Code, which includes (i) charitable, religious and educational institutions or other entitiesforined pursuant to Section 503 of the Code; (ii) qualified employee trusts forming a part of a pension orprofit-sharing plan established pursuant to Section 401 of the Code; and (iii) individual retirementaccounts established pursuant to Section 408 of the Code. Qualified U.S. Tax-Exempt Entities which are"Benefit Plan Investors" will be subject to the limitation that the aggregate ownership of Shares byBenefit Plan Investors shall be at all times less than 25°/, of the outstanding Shares. The term "BenefitPlan Investor" means: (i) an "employee benefit plan", within the meaning of Section 3(3) of the U.S.Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I ofERISA; (ii) IRAs and other retirement plans and accounts subject to Section 4975 of the Code; and (iii)any other entity whose underlying assets include "plan assets" by reason of any Benefit Plan Investor'sinvestment in such entity. See "ERISA Considerations — Plan Assets" herein.

The offering of the Shares is made in accordance with Regulation S (with respect to non-U.S. Persons) and Regulation D (with respect to U.S. Persons or certain non-U.S. Persons) under theSecurities Act. Subscribers who are U.S. Persons (or otherwise covered by Regulation D) must qualify as"accredited investors," as such term is defined in Rule 501 of said Regulation D, which definition is setforth in Annex A to the Subscription Agreement and Revocable Proxy for U.S. Persons whichaccompanies this Memorandum as Exhibit A-1.

The Fund is not registered as an investment company under the U.S. InvestmentCompany Act of 1940, as amended (the "Investment Company Act") in reliance upon an exemptionprovided in Section 3(c)(7) thereof. As such, every investor must be a "qualified purchaser", as that termis defined in Section 2(a)(51) of the Investment Company Act. In order to be a "qualified purchaser"

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under the Investment Company Act, Qualified U.S. Tax-Exempt Entities and other entity investors (U.S.and non-U.S.) must generally own not less than $25 million in "investments" (as defined) at the time ofpurchase of Shares (or be beneficially owned solely by qualified purchasers) and investors who areindividuals must own at least $5 million in "investments". The definition of "qualified purchaser"(including a description of the term "investments") is summarized in the Subscription Agreement whichaccompanies this Memorandum.

In addition to the above requirements, all investors in the Fund must also be "qualifiedeligible persons", as that term is defined in Rule 4.7 under the Commodity Act. Under such Rule, all non-U.S. persons will generally be treated as qualified eligible persons and all "qualified purchasers" (asdescribed above) will be qualified eligible persons. As all holders of Shares must be "qualifiedpurchasers", they will necessarily be qualified eligible persons under said Rule.

The Fund reserves the right to determine conclusively whether any person is an U.S.Person, a Qualified U.S. Tax-Exempt Entity, an accredited investor, a qualified purchaser, a qualifiedeligible person, or a professional investor. The Fund may determine to limit or restrict ownership by anon-qualifying shareholder after an investment in the Fund is made and to redeem Shares held by such ashareholder.

The Fund is a "professional fund" within the meaning of the British Virgin IslandsMutual Funds Act, 1996 (the "Funds Act") and accordingly its Shares may only be made available topersons who are "Professional Investors" within the meaning of the Funds Act and on the basis that theinitial investment in the Fund by a majority of each of its shareholders is not less than U.S. $100,000.The Fund has been recognized as a Professional Fund under the Funds Act and, as such, is required to payan annual recognition fee of U.S. $350. Such recognition does not involve an examination of the meritsof an investment in the Fund and does not entail supervision of the investment performance or portfolioconstitution of the Fund by the British Virgin Islands Government or the Financial Services Commissionin the British Virgin Islands. There is no financial obligation or compensation scheme imposed on or bythe Government of the British Virgin Islands in favor of or available to the investors in the Fund.

As an entity regulated under the Funds Act, the Fund is subject to the supervision of theFinancial Services Commission in the British Virgin Islands, which is authorized by the Funds Act todirect the Fund to furnish information or provide access to any records, books or other documents whichit deems necessary to ascertain compliance with the Funds Act or any regulations made under the FundsAct.

The Funds Act provides that the Certificate of Recognition of the Fund may be cancelledor made subject to conditions if, among other things, the Fund has breached the Funds Act or anysubsidiary legislation or conditions of its certificate, has been convicted of an offence, is carrying onbusiness in a manner detrimental to mutual funds investors or to the public interest, or is declaredbankrupt or is being wound-up or dissolved.

Neither this Memorandum nor the Shares described herein have been registered orqualified for offer or sale under the laws of any jurisdiction governing the offer or sale of securities. ThisMemorandum shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there beany sale of the Shares in any jurisdiction in which such offer, solicitation or sale is not authorized or toany person to whom it is unlawful to make such offer, solicitation or sale.

Certain provisions of the Memorandum and Articles of Association of the Fund and otherdocuments are summarized in this Memorandum, but it should not be assumed that the summaries arecomplete and such summaries are qualified in their entirety by the contents of the documents which they

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purport to summarize. Material documents are available for inspection as indicated in the section entitled"Documents Available for Inspection" herein. The Advisor extends to each investor and its advisors theopportunity to discuss the offering and the Fund with representatives of the Advisor and to receiveadditional information to the extent such information may be readily available.

Each investor should not construe the contents of this Memorandum as legal, tax orfinancial advice. Each investor should consult its own professional advisors as to the legal, tax orfinancial consequences or other matters relevant to the suitability of an investment in the Shares.

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SUMMARY

This summary of certain provisions of this Memorandum is intended only for quickreference, is neither complete nor exact and is qualified in its entirety by reference to the more detailedinformation appearing elsewhere in this Memorandum. Certain provisions of the Memorandum andArticles of Association of the Fund and other documents are summarized in this Memorandum, but itshould not be assumed that the summaries are complete and such summaries are qualified in theirentirety by the contents of the documents which they purport to summarize.

The Fund Collins Capital Low Volatility Performance Fund II, Ltd. is aprivate investment company existing under the laws of theBritish Virgin Islands as a BVI business company (the "Fund").The Fund is qualified as a "professional fund" under the laws ofsuch jurisdiction. The Fund is exempt from registration underthe U.S. Investment Company Act of 1940, as amended (the"Investment Company Act"), by reason of the exemptionprovided by Section 3(c)(7) thereof. The Fund commencedinvestment activities on March 1, 2003. See "The Fund", "RiskFactors Limited Regulation" and "Subscribing , for Shares".

Investment Advisor Collins Capital Investments, LLC ("Collins Capital" or the"Advisor"), a Delaware limited liability company with principaloffices at 806 Douglas Road, Suite 570, Coral Gables, Florida33134, serves as the investment advisor to the Fund pursuant toan investment advisory agreement. Collins Capital is registeredas an investment adviser with the U.S. Securities and ExchangeCommission (the "SEC") under the Investment Advisers Act of1940, as amended (the "Advisers Act"). Senior management ofthe Advisor is responsible for directing the management andinvestment of Fund assets. See "Management of the Fund — TheAdvisor'.

The Fund may retain one or more investment advisors,consultants or managers in addition to the Advisor, which firmsshall be subject to the oversight and direction of the Advisor.

Sister Funds The Fund has a sister U.S. domestic fund, Collins Capital LowVolatility Performance Fund I1, LP, a Delaware limitedpartnership which commenced investment activities on January1, 2003 (the "Partnership") also managed by Collins Capital.The Partnership has an identical investment objective andinvestment strategy as the Fund. The Partnership is primarilyoffered to investors who are U.S. Persons but are not QualifiedU.S. Tax-Exempt Entities.

In addition to the Partnership, the Fund has two additional sisterfunds, Collins Capital Low Volatility Performance Fund I, LP, aDelaware partnership that commenced operations on January 1,2003 ("Low Volatility Fund I"), Collins Capital Low VolatilityInstitutional Fund, Ltd., a BVI business company thatcommenced operations on August 1, 2006 ("Low Volatility

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Institutional Fund"), also managed by Collins Capital, each ofwhich have an identical investment strategy and co-invest withmany, if not most, of the Managers utilized by the Partnership.Low Volatility Fund I is offered to investors who are U.S.Persons that do not qualify as "qualified purchasers" under theInvestment Company Act. Low Volatility Institutional Fund isoffered primarily to investors that are "qualified purchasers"under the Investment Company Act and "benefit plan investors"under the U.S. Employee Retirement Income Security Act of1974, as amended ("ERISA").

Master-Feeder Structure The Fund seeks to achieve its investment objective by investingsolely in the Partnership. The Partnership, in turn, primarilyinvests in another affiliated investment vehicle, Collins CapitalMaster Fund II, LP, a Delaware limited partnership (the "MasterFund"), in a "master-feeder" investment structure. Similar to theFund, the Master Fund is not registered as an investmentcompany under the Investment Company Act in reliance uponthe Section 3(c)(7) exemption. The "feeder funds" for theMaster Fund are comprised of several affiliated investmentvehicles, including, but not limited to, the Partnership. ThePartnership, as well as the other affiliated investment vehicles,which vehicles may implement a variety of multi-managerstrategies, invest in the Master Fund as limited partners of theMaster Fund. The Master Fund and all of the "feeder-funds" aremanaged by Collins Capital and senior management of theAdvisor are primarily responsible for investing the portfolio ofthe Master Fund on behalf of the Advisor. The purpose of the"master-feeder" investment structure is to facilitate theinvestment in Portfolio Funds by the investment vehiclesmanaged by Collins Capital, and to facilitate the allocation ofPortfolio Funds and Managers among such investment vehicles.

The Advisor receives no management fees or othercompensation from the Master Fund and receives nomanagement fees or other compensation from the Partnership inrelation to the Fund's investment in the Partnership.(References in this Memorandum to the investment activitiesof the Fund shall be deemed to include those conductedthrough the Partnership and the Master Fund, except wherethe context otherwise requires.) See "Master-FeederInvestment Structure".

The Offering The Fund has an authorized share capital of: US$250,000divided into 25,000,000 Shares of par value US$0.01 each. Asof the date of this Memorandum, the Board has divided theshares of the Company into five classes each of which may beoffered in separate series, as follows: (i) 11,200,000 Class AU.S. Dollar-denominated shares, issuable in up to twenty (20)series, consisting of 3,600,000 shares of series one and 400,000shares of each of series two through and including series twenty

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(the "U.S. Dollar Shares"); (ii) 3,160,000 Class B U.S. Dollar-denominated non-voting shares, issuable in up to twenty (20)series, consisting of 500,000 shares of series one and 140,000shares of each of series two through and including series twenty(the "Non-Voting Common Shares"); (iii) 3,160,000 Class CEuro-denominated shares, issuable in up to twenty (20) series,consisting of 500,000 shares of series one and 140,000 shares ofeach of series two through and including series twenty (the"Euro Shares"); (iv) 4,320,000 Class D British Pound-denominated shares issuable in up to twenty (20) series,consisting of 520,000 shares of series one and 200,000 shares ofeach of series two through and including series twenty (the"British Pound Shares"); and (v) 3,160,000 Class E Yen-denominated shares, issuable in up to twenty (20) series,consisting of 500,000 shares of series one and 140,000 shares ofeach of series two through and including series twenty (the "YenShares", and together with the Euro Shares and the British PoundShares, the "Non-U.S. Dollar Denominated Shares"). The Non-U.S. Dollar Denominated Shares generally have the same rightsand terms as the U.S. Dollar Shares, except that (i) the Non-U.S.Dollar Denominated Shares are denominated in currencies otherthan the U.S. Dollar; and (ii) the Non-U.S. Dollar DenominatedShares may have certain currency hedge activities specificallyattributed to them as described in more detail under "InvestmentObjective and Strategy — Currency Hedging Program".

Shares of each class will be offered in a separate series for eachpurchase date, for purposes of accruing the Incentive Fee and/orthe Management Fee (each as defined below) applicable to suchShares (or for other purposes in the Fund's discretion). SeeOf of Shares". Each series may be further subdivided if

required for certain regulatory purposes. The Fund in itsdiscretion may issue fractional Shares. The Non-VotingCommon Shares will generally be issued by the Fund's Board ofDirectors, at the request of any holder or prospective holder. See"Description of Shares".

Income and expenditures of the Fund are allocated appropriatelyamong each class and series of Shares in accordance with U.S.GAAP. Although each class and series of Shares is treatedinternally as bearing its own specific liabilities, the Fund as awhole will remain liable to third parties for all its liabilities.

Offering Price Shares of each class are offered for purchase as of the firstbusiness day of a month (or other dates in the discretion of theFund), at a per share offering price equal to the Net Asset Valueper Share of the appropriate class. Shares of each class will beoffered in a separate series for each purchase date, for purposesof accruing the Incentive Fee and/or the Management Fee (eachas defined below) applicable to such Shares (or for other

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Case 9:09-cv-80846-KAM Document 1-2 Entered on FLSD Docket 06/05/2009 Page 1 of 50

purposes in the Fund's discretion). See "Offering of Shares" and"Determination of Net Asset Value Per Share".

Subscribing for Shares The minimum initial investment by a Shareholder is U.S.$1,000,000, or the equivalent amount in the relevant currency ofthe applicable Non-U.S. Dollar Denominated Share class, whichminimum amount may be waived at the discretion of the Fund;provided, that the initial investment in respect of the majority ofeach of the investors is not less than U.S. $100,000 or itsequivalent in the relevant currency. An existing shareholder maypurchase additional Shares as of the first business day of anymonth (or at other times in the discretion of the Fund) in aminimum amount of $100,000, or the equivalent amount in therelevant currency of the applicable Non-U.S. DollarDenominated Share class (unless waived by the Fund). TheDirectors, in consultation with the Advisor, may determine, atany time, to limit subscriptions for the Non-U.S. DollarDenominated Shares. See "Offering of Shares".

Subscription funds must be delivered by wire transfer receivedby the Fund not less than three (3) business days prior to thedesired purchase date for Shares, unless other paymentarrangements are expressly accepted by the Fund. See"Subscribing for Shares" and the Fund's SubscriptionAgreement. The Fund reserves the right to reject a subscription,or any portion thereof, or to terminate the offering of Shares atany time.

Eligible Investors The Shares are being offered on a private basis only to a selectnumber of institutional and individual investors which meetapplicable regulatory requirements. Any investor who is an U.S.Person must be both a "Qualified U.S. Tax-Exempt Entity," asdefined herein, and an "accredited investor," as defined inRegulation D under the U.S. Securities Act of 1933, as amended(the "Securities Act"). All investors must also be "qualifiedpurchasers" as defined under the Investment Company Act and"qualified eligible persons", as defined under the U.S.Commodity Exchange Act, as amended (the "Commodity Act"),and "professional investors" under the British Virgin IslandsMutual Funds Act, 1996 (the "Funds Act"). See "Introduction".

Investment Objectiveand Strategy The Fund's investment objective is to achieve consistent

investment returns with low correlation to the markets, whilereducing risk through diversification, by utilizing a diverse groupof low volatility alternative investment strategies. In seeking thisobjective, Collins Capital employs a "multi-manager" approach,maintaining investments with a diversified group of investmentmanagers ("Managers") managing private investment vehicles oraccounts ("Portfolio Funds") that utilize low volatility strategiesbelieved to have superior risk-reward potential. Collins Capital

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does not follow a rigid asset allocation policy but seeksdiversification through a combination of Managers employing arange of investment strategies, including but not limited to event-driven, distressed securities, relative value and various arbitragestrategies. The Advisor attempts to select individual Managersthat offer a variety of different skills in an effort to balance theFund portfolio and reduce overall volatility. Collins Capitalconsiders a number of factors in selecting Managers, includingthe Manager's basic investment strategy and policies; reputation;prior performance; use of fundamental analysis and otheranalytical methods; use of leverage and other techniques; andtrading acumen. See "Investment Objective and Strategy".

Risk Factors An investment in the Shares is subject to various risks, includingrisks relating to the limited operating history of the Fund, risksinherent with multi-manager funds, the use of certain investmenttechniques, certain conflicts of interest and the illiquid nature ofthe Shares. See "Risk Factors".

Managers The Advisor determines the identity of the Managers, satisfiesitself as to the suitability of the terms and conditions of thePortfolio Funds they manage and allocates and reallocates theFund's assets, through the Master Fund, with such Managers andtheir Portfolio Funds. Collins Capital expects that changes inManagers will occur from time to time depending upon marketconditions, amount of Fund capital available for investment,Manager performance and other factors. Through the MasterFund, the Advisor may add Managers, remove Managers andallocate and reallocate Fund assets among Managers from timeto time, without notification to or consent of the shareholders ofthe Fund. See "Master-Feeder Investment Structure".

All Managers and Portfolio Funds are selected by the Advisor inits sole discretion. The ability of the Fund to achieve itsinvestment objective is substantially dependent upon the skill ofCollins Capital in selecting capable Managers and allocatingFund assets among them. See "Investment Objective andStrategy — Manager Selection".

Incentive Fee andManagement Fee The Advisor is entitled to receive an annual incentive fee from

the Fund equal to 5% of the net increase, if any, in Net AssetValue of Shares during each fiscal year, determined separately asto each outstanding series of shares. Such fee will also bepayable when Shares are redeemed. In determining the incentivefee, net appreciation will reflect all Fund expenses, including thefees of Managers described below. No incentive fee will be due,however, as to a Net Asset Value increase in particular Sharesunless, and only to the extent that, such Net Asset Value increaseexceeds any net decrease in the Net Asset Value of such Sharesduring prior periods. See "Fees and Expenses Incentive Fee".

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The Advisor also receives from the Fund a management fee atthe rate of 1.25% per annum of the Fund's Net Assets,determined and payable monthly in advance. See "Fees and

Expenses — Management Fee" and "Determination of Net AssetValue Per Share".

In the event the Advisor retains advisers, consultants ormanagers (other than Managers) in addition to the Advisor, theamount of compensation payable by the Fund, if any, to suchparties shall operate to reduce that payable by the Fund to theAdvisor, so that the retention of such parties will not increase theoverall management fee compensation payable by the Fund. See"Fees and Expenses — Management Fee".

Fees to Managers In addition to the Advisor's incentive and management fees, theFund (as a limited partner in the Partnership) pays its pro rataportion of advisory fees, management fees and/or incentive feesor allocations to the Managers of the Portfolio Funds to whichthe Fund's assets are allocated through the Partnership and theMaster Fund. Generally, the fee structure of Fund Managersincludes a 1% to 2% management fee and a 20% incentive fee orallocation of net profits.

Redemption of Shares A holder of Shares, upon at least seventy-five (75) days priorwritten notice (or such other notice as the Advisor in itsdiscretion may determine), may request the Fund to redeem anyor all of his Shares, on the last business day of any calendarquarter, commencing with the first such date at least twelvemonths following the date of his initial investment in the Fund,at a redemption price equal to the Net Asset Value per CommonShare on the redemption date, after accrual of any applicableIncentive Fee. In the event of any partial redemption, a holdermust maintain a minimum investment of at least $250,000 (or, ifapplicable, the equivalent Non-U.S. Dollar currency) in theFund, unless waived by the Fund. The Fund, in its solediscretion, may allow redemptions on other dates. See"Redemption of Shares". The Fund has the right, at its option, toredeem Shares of a shareholder at any time if deemed in the bestinterests of the Fund and, under certain cases, to suspend ordelay redemptions. See "Determination of Net Asset Value PerShare — Suspension of Net Asset Value Calculations andRedemptions".

Payment for redeemed Shares shall be made generally withinforty-five (45) days of the redemption date, except that in thecase of a redemption of over 90% of the Shares owned by aparticular holder, the Fund has the right, in its discretion, towithhold up to 10% of the redemption payment pendingcompletion of the Fund's financial statements for the fiscal yearin which the redemption occurs. Redemption payments will be

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made in U S. dollars; however, the Fund reserves the right, inlimited circumstances deemed appropriate, to effect a particularredemption in whole or in part by distribution of one or moreinterests in Portfolio Funds or other Fund investments. See"Redemption of Shares".

Dividends It is the present policy of the Fund to reinvest any dividends orother income. Accordingly, shareholders are unlikely to receivecurrent income on their Shares.

Valuation of Assets The value of the Fund's assets is calculated monthly in U.S.Dollars, in accordance with the guidelines set forth in"Determination of Net Asset Value Per Share." However, theNon-U.S. Dollar Denominated Shares are valued, subscribed forand redeemed in their respective currencies based on Net AssetValue Per Share calculations utilizing the applicable U.S.Dollar/Non-U.S. Dollar Denominated Share currency spot rate,as of the close of business of the day immediately preceding therelevant valuation date. Such currency spot rate will be basedupon the WM Company/Reuters closing spot rate. In order toprotect the net asset values of the Non-U.S Dollar DenominatedShare classes from variations in the U.S. Dollar/ Non-U.S.Dollar exchange rates, the Fund may employ currency hedgingtechniques specifically for the benefit of the Non-U.S. DollarDenominated Share classes. The costs and expenses related tosuch hedging activities, which may be substantial, will beallocated to the Non-U.S. Dollar Denominated Shares.

Service Companyand Administrator Monument Financial Services, LLC acts as the service company

and administrator (the "Service Company and Administrator")for the Fund, the Master Fund and its various "feeder funds",including the Partnership, and provides various administrative,clerical and other services to such funds, including thecalculation of net asset value and the facilitation of sharepurchases and redemptions. In addition, the Service Companyand Administrator pays certain costs and expenses which wouldotherwise be borne by the Advisor. Such firm is affiliated withthe Chief Financial Officer of Collins Capital. See"Management of the Fund Service Company andAdministrator". Fees of the Service Company and Administratorare charged directly to the Master Fund. As a result, a ratableportion of such fees are borne indirectly by the Fund. See "Feesand Expenses Service Company and Administrator's Fees".The Fund, the Partnership and the Master Fund may select otherentities to serve as a service company and/or administrator ordiscontinue the use of such an entity.

Custodian and Banking Northern Trust Bank of Texas, N.A. renders custodial services tothe Fund, the Partnership and the Master Fund and acts as theprimary commercial bank to such entities. The Fund may retain

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other custodians or financial institutions as may be required. See"Management of the Fund — Custodian".

Exchange Listing The Fund may seek to have the Shares listed for trading on astock exchange, such as that of Ireland or Bermuda; however,there is no assurance the Shares will be approved for such listing.

Taxes The Fund is organized in the British Virgin Islands and isintended to conduct its business in such manner to avoidexposing it to the United States taxation applicable to similarfunds organized in the United States.

The Master Fund is a domestic partnership for U.S. federalincome tax purposes and therefore should not be subject to suchtax at the entity level. Accordingly, all gains, losses, income,expense and other tax items of the Master Fund for U.S. taxpurposes will be allocated ratably among its partners, includingthe Partnership, and indirectly the Fund.

The Fund should not be subject to United States federal incometax on either long or short-term capital gains from the sale orother dispositions of securities in United States corporations, asrecognized through the Master Fund, the Partnership and thevarious Portfolio Funds, provided that (i) the gain is not from thesale of securities in "United States real property holdingcorporations" and (ii) the Fund is not considered engaged in atrade or business in the United States.

The Fund will be subject to a 30% withholding tax with respectto dividends and non-portfolio interest received directly orindirectly by the Fund from U.S. sources, through the MasterFund and the various Portfolio Funds. Such tax will beeffectively borne by the Fund's shareholders, whether or notQualified U.S. Tax-Exempt Entities or non-U.S. Persons.

The Fund should not be subject to any tax in the British VirginIslands. Portfolio Funds may or may not be subject to a varietyof taxes. Investors should ascertain the tax consequences of aninvestment in the Fund in the jurisdiction of their domicile. See"Certain Tax Considerations" for a discussion of certain taxationmatters.

Operating Expenses The Fund bears its own operating expenses, including theAdvisor's Incentive Fees and Management Fees; fees of theRegistered Agent; outside directors' fees; legal and accountingfees and costs of shareholder communications. The Fund alsoindirectly bears its ratable share of the expenses of the MasterFund, the Partnership and the Portfolio Funds. The Master Funddoes not pay any fees or other compensation to Collins Capital.See "Fees and Expenses Operating Expenses".

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Organizational Expenses

The organization and formation expenses of the Fund were paidand expensed by the Fund during its first year of operations.

Fiscal Year

The fiscal year of the Fund is the year ending December 31,which may be changed in the Fund's discretion.

Auditors The Fund's firm of independent certified public accountants isKPMG LLP, which firm will issue an audit report on the annualfinancial statements of the Fund. The Board of Directors of theFund has the right to change its selection of auditing firms forthe Fund. See "Management of the Fund —Auditors".

Financial Statements Following the end of each fiscal year of the Fund, the Fund'sauditors will prepare financial statements of the Fund for suchyear, which will be delivered to each shareholder by the ServiceCompany and Administrator. Each shareholder will also receiveregular communications, at least quarterly, from the Advisor.See "Reports and Financial Statements".

Additional Information Prospective shareholders are invited to meet with the Advisor fora further explanation of the terms and conditions of this offeringof Shares and to obtain any additional information necessary toverify the information contained in this Memorandum, to theextent the Advisor possesses such information or can acquire itwithout unreasonable effort or expense. Requests for suchinformation should be directed to the Advisor at, telephone (305)666-3319, facsimile (305) 666-3439, or e-mailcollinscapital(^pcollinscap.com .

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THE FUND

Collins Capital Low Volatility Performance Fund II, Ltd. is a private investmentcompany existing under the laws of the British Virgin Islands as a BVI business company (the "Fund").A BVI business company is not subject to any taxes in the British Virgin Islands, provided that it does notengage in local business activities. The Fund is recognized as a "professional fund" under the Funds Actand therefore is not required to be licensed under the Funds Act. The Fund is constituted for an indefiniteperiod. The Fund's registered office and principal place of business in the British Virgin Islands is c/oBison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The rightsand obligations of shareholders of the Fund are determined by its Memorandum of Association andArticles of Association, as filed with the Registrar of Corporate Affairs, British Virgin Islands.

The Fund commenced investment activities on March 1, 2003 as Collins Capital LowVolatility Performance Fund I, Ltd. As of September 27, 2004, the Fund changed its name to CollinsCapital Low Volatility Performance Fund II, Ltd. As of April 1, 2004, the Fund converted from the3(c)(1) exemption under the Investment Company Act, to the 3(c)(7) exemption under the InvestmentCompany Act.

The Fund seeks to achieve its investment objective by investing solely in the Partnership,which, in turn, invests in the Master Fund; however, the Fund may also invest directly in Portfolio Funds,or indirectly in Portfolio Funds through other investment vehicles managed by Collins Capital or itsaffiliates. The Partnership and the Master Fund have the same place of business as Collins Capital.References hereinafter in the Memorandum to the business and activities of the Fund shall be deemed toinclude those conducted through the Master Fund, except where the context otherwise requires. See"Master-Feeder Investment Structure".

INVESTMENT OBJECTIVE AND STRATEGY

General

The Fund's investment objective is to achieve consistent investment returns with lowcorrelation to the markets, while reducing risk through diversification, by utilizing a diverse group of lowvolatility alternative investment strategies. In seeking this objective, Collins Capital employs a "multi-manager" approach, maintaining investments with a diversified group of investment managers("Managers") managing private investment vehicles or accounts ("Portfolio Funds") that utilize lowvolatility strategies believed to have superior risk-reward potential. Collins Capital does not follow arigid asset allocation policy but seeks diversification through a combination of Managers employing arange of investment strategies. Such strategies may include one or more of the following: (i) a broadarray of arbitrage strategies, including convertible and hybrid equity arbitrage, merger arbitrage andstatistical arbitrage; (ii) distressed, bankruptcy and special situations investing; and (iii) other strategiesdeemed consistent with the Fund's investment objective, such as relative value investing.

The Fund may invest in Portfolio Funds either directly or through other vehicles ("MasterFunds") managed by Collins Capital or its affiliates. No management fees are charged by such MasterFunds on account of investments made by the Fund.

Investments of Portfolio Funds as a whole are expected to involve a broad variety ofissuers and instruments on a global basis, although particular Managers may emphasize specific regionsor markets. The Portfolio Funds in which the Fund invests from time to time should generally beconsidered medium to long-term commitments. Many, if not all, of the Fund's investments are in private

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investment funds which permit capital withdrawals by investors, including the Fund, on only a periodicand restricted basis. The Advisor monitors the performance of the Fund's Managers on an ongoing basisas well as seeks to identify suitable new Managers and disciplines to be incorporated into the Fund'sportfolio.

Description of Primary Strategies

Strategies Generally. The Fund's portfolio reflects the use of multiple investmentstrategies in furtherance of its investment objective, through investments in a variety of Portfolio Fundsemploying such strategies. Certain anticipated general strategies which may be pursued by the Fundthrough its Portfolio Funds are briefly summarized below. Other strategies not described below may alsobe employed by Portfolio Funds. The actual strategies that are reflected in the Fund's investments inPortfolio Funds at any particular time depends initially upon the strategic considerations upon whichPortfolio Funds are selected by the Advisor, which depends upon its assessment of balancingrequirements as to the Fund's portfolio, considerations of strategic diversification and relative risk/return,evaluation of current market and economic conditions and relative attractiveness of the availableopportunities among Managers and their Portfolio Funds. The precise weighting of strategies reflected inthe Fund's investments depends ultimately upon the strategy selections and consequent investments madeby each Manager within its Portfolio Fund. The following summary is not intended to be acomprehensive description of such anticipated general strategies.

Convertible and Hybrid Equity Arbitrage. Convertible and hybrid equity arbitrage is aninvestment strategy that focuses on hedged investments using convertible or exchangeable securities, suchas convertible debentures and preferred stocks, warrants and options, and other hybrid equity securities, incombination with positions in the respective underlying common stocks. In a typical convertiblearbitrage position, the asset manager will assume a long position in the senior security and a shortposition in the underlying common stock or a warrant or option equivalent. In such a position, theportfolio will have the benefit of the yield on the senior security plus the short sale rebate, as well as thepotential downside protection afforded by the offsetting short position.

Merger Arbitrage. Merger arbitrage is an investment technique intended to capture thedifferential in value between the current market price of a security and the value of the consideration tobe received following an announced corporate tender offer, merger, acquisition, spin-off, liquidation orother transaction. The decision to initiate a position generally depends upon the magnitude of such pricedifferential, or "spread", at the time of investment and whether or not such "spread" is large enough tocompensate for both the time value until closing and the risks associated with the transaction. Theassessment of probability, risk, valuation and timing requires analysis of business, financial, regulatoryand legal issues specific to each transaction. An investment decision may also depend on the potential forother buyers to emerge at higher prices. Merger arbitrage investments may involve long or shortpositions or a combination thereof.

Statistical Arbitrage. In statistical arbitrage, an asset manager seeks to exploit shorter-term, relative mispricings between securities based on fundamental and/or technical factors. This isaccomplished using quantitative-based tools such as multiple regression analyses and covariancematrices. Typically, the asset manager will seek to neutralize various portfolio risks at the portfolio levelby investing comparable dollar amounts on the long and short sides in hundreds of securities. Someforms of statistical arbitrage may utilize securities portfolios or surrogate instruments in lieu of directpositions, such as index and market basket options and investment company shares. Statistical arbitragemay also cover other styles that may not be strictly quantitative but are short-term and technically driven.

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Distressed/Bankruptcy Investing. Debt and equity securities of issuers experiencingfinancial distress present opportunities because the market often does not accurately assess the value ofthe issuer's securities or the likely effect of future events. These investments may be in bank loans,equipment leases, trade payables and other trade debt, common or preferred stock or other equitysecurities of companies which may become subject to Chapter 7 liquidations or Chapter 11 reorganizationproceedings or may be affected by financial reorganizations, exchange offers, liquidations outside ofbankruptcy, workouts and other extraordinary transactions. Distressed investing may also involvepositions established prior to, during or following a Chapter proceeding. The lack of institutionalresearch coverage, limited investor analysis of a potential restructuring and original claimholders'liquidity requirements may create substantial price differentials between current market value and likelyfuture value. Successful distressed investing generally requires a high degree of expertise and a carefulassessment and control of particular risks, including, but not limited to, the basic risk that a particularreorganization or other proceeding will not be consummated.

Special Situations/Event-Driven Investing. Special situations/event driven investing is abroad investment category often meant to cover investments also included in certain categoriesenumerated above, namely merger arbitrage and distress/ bankruptcy investing, that are largely event-related or company-specific and therefore may be significantly uncorrelated to general market pricedirection. However, special situations/event-driven approaches may involve investment styles morebroadly oriented than simply merger or reorganization investing, such as opportunistic and timingstrategies, investing in restructurings not necessarily involving financial distress, and investing incompanies in litigation or facing imminent regulatory approvals or other developments. Similar todistress investing, special situations/event-driven strategies often require unusual expertise and expertjudgment to be successful.

Relative Value. Relative value investing is designed to take advantage of the relativevaluation between two or more securities, often of issuers in the same or similar industries. Both longand short positions will be established and sensitivity to market direction may be reduced through the useof hedging tools. In selecting individual securities for purchase, the manager typically focuses oncompanies that it believes are undervalued and where a catalyst exists that could result in highervaluation. In selecting securities for short sale, the manager typically seeks overvalued securities thatreflect unrealistic earnings expectations on the part of analysts and investors, situations where aggressiveaccounting practices are pursued, and situations where decline in value is likely due to specific industry,market, economic or other factors.

The above summary is not intended to be comprehensive or complete. Collins Capitalmay, at its sole and absolute discretion, change the Fund's allocation between strategies, use strategiesother than those described above, or discontinue the use of any strategy, so long as in its sole judgmentsuch action is consistent with and in furtherance of the Fund's investment objective.

Manager Selection

Having determined from time to time the general investment and trading strategies whichthe Fund should emphasize, the Advisor will select Managers utilizing primarily such strategies.Manager selection is based on a number of different factors, including, but not limited to, the followingcriteria:

Definable Investment Strategy and Process. Collins Capital reviews each prospectiveManager's actual historical performance in light of such Manager's strategy and investment policies andpractices to verify that the Manager has in fact maintained its investment discipline even during difficultmarket conditions. Under the Advisor's approach, mere consistency of return will not be sufficient to

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meet its selection criteria. Consistent adherence to stated strategy and absence of aberrational tradingperiods will be equally important in the Advisor's performance review.

Successful Performance Under Different Market Conditions. The Fund typically investswith Managers who have historical performance records under different market conditions (although incertain cases these may be proprietary rather than customer records). Such performance records shoulddemonstrate, in the Advisor's view, an ability to achieve consistent, low correlated returns in bothfavorable and unfavorable market environments.

Disciplined Risk Management. Prospective Managers are also evaluated on their abilityto manage risk. Collins Capital seeks investment managers whose performance reflects attractive risk-reward relationships. In this regard, risk management approaches beyond mere diversification areanalyzed. The Advisor intends to utilize diversification among Managers as an important source ofprotection against significant loss. In addition, the Advisor evaluates and analyzes each Manager's use ofrisk monitoring, management and control techniques.

Commonality of Financial Interest. The Advisor typically selects Managers who havemeaningful financial commitments jointly with their clients, generally by investing significant amounts oftheir personal capital in their own Portfolio Funds.

Long-Term Approach. Collins Capital does not allocate or re-allocate Fund capitalamong Managers based upon any attempt to time or exploit short-term market trends or movements.However, the Advisor does take into consideration in its allocation decisions the strategies that it regardsas benefiting the most from prevailing economic conditions. The Advisor's approach is to seek toachieve consistent, low volatility returns for the Fund on a long-term basis and under a variety of marketconditions.

Collins Capital is dedicated to the principle of extensive due diligence as the cornerstoneof its Manager selection process. Quantitative analysis of performance is an important prerequisite to theselection of Managers but an equally important factor in Manager selection is the direct evaluation of aManager and its senior personnel by the Advisor's senior management. The Advisor travels extensivelyto conduct on-site Manager review sessions, in addition to analysis of performance data and other relevantinfornation.

Portfolio Diversification

Collins Capital believes that a significant advantage of the alternative investment strategymarketplace is the breadth and diversity of trading styles and approaches. The Advisor generally selectsinvestment strategies and individual Managers in an effort to achieve portfolio balance and diversificationfor the Fund across a number of key portfolio characteristics, including: trading methodology, marketemphasis and average investment holding period. As a threshold diversification policy, the Advisor willnot allocate capital to any single Portfolio Fund in excess of 20% of the Fund's net assets (determined atthe time of allocation).

Investments of Portfolio Funds

A Portfolio Fund may invest and trade its assets, in the form of long and short positions,in a broad variety of securities and other instruments, whether traded on exchanges, over-the-counter ornegotiated or electronic markets, or possibly in some securities lacking a ready market or whose publicresale is subject to legal restrictions ("restricted securities"). The Advisor has a global outlook toward the

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selection of Managers and may cause the Fund to invest in Portfolio Funds investing worldwide or inparticular geographic regions, markets, sectors or industries throughout the world.

Investments by Portfolio Funds may take a broad variety of forms and may include, butare not limited to, equity and fixed-income securities; convertible and hybrid stocks and debt securities;preferred stocks, warrants and options; structured and other synthetic securities and related derivativeinstruments, such as swaps, forwards, options, futures, caps and floors; other derivatives, including thoserelating to equity securities, equity indices, interest rate products, fixed-income products and indices;structured securities; in corporate and government securities, money market instruments, foreigncurrencies and interests in currencies, such as options, spot and forward contracts; certificates of deposit,banker's acceptances, trust receipts and trade and commercial obligations, loans and loan participationsand creditor claims, whether secured or unsecured, and irrespective of ranking; and any other instrumentsor other evidences of indebtedness. A Portfolio Fund may periodically maintain all or a portion of itsassets in money market instruments and other cash equivalents and may not be fully invested at all times.

A Portfolio Fund may utilize leverage (including, without limitation, borrowing cash (asdescribed below under "Investment Techniques of Portfolio Funds"), securities and other instruments,entering into reverse repurchase agreements, and entering into derivative transactions that have the effectof leveraging its portfolio), may enter into repurchase agreements and may engage in securities lendingtransactions. Debt securities (e.g. convertible bonds) held by a Portfolio Fund may be securities that areunrated or rated below investment grade by rating organizations. A Portfolio Fund may determine toinvest in securities and other instruments on a directional basis without regard to any long/short or relativevalue trading strategy. In general, Managers have broad flexibility to determine, the instruments andmarkets in which their Portfolio Funds may invest and the investment techniques that their Funds may useto achieve their investment objectives.

Investment Techniques of Portfolio Funds

Managers utilized by the Fund may, when investing in the securities and instrumentsdescribed above, utilize a broad variety of investment techniques, including, but not limited to, thosedescribed below. These practices may vary significantly from time to time and no assurance can be giventhat the use of any practice by a Manager will have its intended result or that the use of any practice is, orwill be, available to the Fund through investing in a particular Portfolio Fund at a particular time.

Hedging. It is expected that Managers, to varying degrees, will employ a variety ofhedging techniques. Such techniques are intended to limit an investment portfolio's exposure to marketdeclines or other risks. Hedging may involve a variety of instruments and st rategies, including sellingshort securities, taking offsetting positions in options or other derivatives related to specific securities,investing in market index or "market basket" instruments or assuming short positions in securities of thesame or related issuers.

Leverage. Some Managers may utilize borrowed funds, or leverage, in their investmentactivities. The use of leverage by particular Managers may vary, depending upon the risk profile of theirindividual strategies. The use of leverage can increase investment returns, as well as the risk ofinvestment loss and associated volatility. A manager's leverage policies will be a matter that will bereviewed by the Advisor in the process of Manager selection. The ability of the Advisor to monitor aManager's use of leverage depends upon the extent to which Managers make such inforination availableto their investors. The Fund itself also may borrow on a temporary basis to facilitate investment of capitaland making redemptions.

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Short Selling. Managers may from time to time engage in short sale transactions. As theFund focuses upon Managers which employ a variety of strategies in which short selling, to varyingdegrees, forms an integral part, such as various types of arbitrage, special situations, opportunisticstrategies and long/short or relative value investing, it may be expected that short selling will be asignificant feature of most, if not all, of the Fund's Managers.

Options Strategies. Managers may purchase or write call and put options on securities,securities indices or groups of securities that are traded on U.S. or non-U.S. securities exchanges or soldover-the-counter. Managers may also buy or sell put and call options on currencies or other instruments.Options written (sold) by Managers may be covered (i.e., where the Portfolio Fund owns an offsettingposition in the underlying security) or uncovered. Managers may employ a wide spectrum of derivativeinstruments in addition to conventional options, in connection with their particular strategies.

Other Techniques. Although the foregoing describes certain types of investments andinvestment techniques to be utilized by the Fund's Managers, the Advisor reserves the right to engageManagers which invest in other instruments and utilize other investment techniques, if it deems the sameto be consistent with the Fund's investment objective, without notice to or approval by the shareholders.

Oversight of Portfolio Funds

Collins Capital regularly monitors Managers and their Portfolio Funds. The Advisorcontacts Managers on a regular basis and meets personally with Managers as appropriate. Performanceand risk are monitored and reviewed on an ongoing basis, with each Manager and Portfolio Fund beingcompared to similar funds and the overall market. The Advisor also utilizes its extensive network ofcontacts in the industry to assist it in evaluating certain events or trends, whether within a market sector orstrategy or as to a particular Portfolio Fund or Manager.

MASTER-FEEDER INVESTMENT STRUCTURE

The Fund seeks to achieve its investment objective by investing solely in the Partnership.The Partnership, in turn, primarily invests in another affiliated investment entity, the Master Fund, in a``master-feeder" investment structure. The "feeder funds" for the Master Fund are comprised of severalaffiliated investment vehicles, including, but not limited to, the Partnership, and indirectly the Fund. ThePartnership, as well as the other affiliated investment vehicles, which vehicles may implement a variety ofmulti-manager strategies, invest in the Master Fund as limited partners of the Master Fund. Under themaster-feeder structure utilized by the Fund, the Fund does not invest directly in Portfolio Funds, butinvests indirectly in Portfolio Funds through the Partnership and the Master Fund. The Master Fundmakes all investments in Portfolio Funds for the benefit of its "feeder funds". The Master Fund and all ofthe "feeder-funds" are managed by Collins Capital and senior management of Collins Capital is primarilyresponsible for investing the portfolio of the Master Fund on behalf of the Advisor.

The purpose of the "master-feeder" investment structure is to facilitate the investment inPortfolio Funds by the investment vehicles managed by Collins Capital, and to facilitate the allocation ofPortfolio Funds and Managers among such investment vehicles. Typically, each Portfolio Fund orManager invested in by the Master Fund is represented by a series of limited partnership interests withinthe Master Fund ('`Series"). Collins Capital, in its sole discretion, may rebalance the allocation ofPortfolio Funds and Managers among the "feeder-funds" through the Master Fund by adjusting the"feeder-funds" asset allocation in the Master Fund's Series (i.e., reallocations may be achieved through anincrease, or reduction, of a feeder-fund's investment in one or more Series of the Master Fund). Such

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rebalancing or reallocation may be made without notice to, or approval of, the investors within the various"feeder-funds".

It should be expected that the allocation of Portfolio Funds and Managers among those"feeder-funds", with identical, or substantially similar, investment objectives and strategies (including theFund and the Partnership) will be substantially similar, and as a result, such "feeder-funds" may indirectlyinvest in many, if not all, of the same Portfolio Funds and Managers. Notwithstanding the foregoing, forvarious reasons, allocations may not be identical and the performance of each of the "feeder-funds" maydiffer substantially.

The Advisor receives no management fees or other compensation from the Master Fundand receives no management fees or other compensation from the Partnership in relation to the Fund'sinvestment in the Partnership. The "feeder-funds" and the Master Fund are not registered as investmentcompanies under the Investment Company Act in reliance upon Section 3(c)(7) of the InvestmentCompany Act.

Investments and redemptions of Common Shares will be dependent upon the Fund'sability to effect parallel transactions with the Partnership and the Master Fund. The management andaffairs of the Master Fund are governed by the Advisor as the Master Fund's general partner. The Fundas a limited partner in the Partnership, and the Partnership as a limited partner in the Master Fund, willhave no control over the management or operations of the Master Fund. (References in thisMemorandum to the investment activities of the Fund shall be deemed to include those conductedthrough the Partnership and the Master Fund, except where the context otherwise requires.)

Notwithstanding the foregoing, the Fund, the Partnership and each of the other "feeder-funds" of the Master Fund reserve the right to directly invest in Portfolio Funds or Managers, or indirectlyinvest in Portfolio Funds or Managers through other investment vehicles managed by Collins Capital orits affiliates, in addition to, or in lieu of, investing in the Master Fund.

CREDIT FACILITY; LEVERAGE

The Master Fund has entered into a credit facility with a financial institution primarily forthe purposes o£ (i) providing liquidity, on a temporary basis, to facilitate redemptions and/or investmentswith respect to Portfolio Funds and Managers; and (ii) providing the capital necessary to satisfy the fees,costs, premiums, margins and/or other related expenses associated with one or more Currency HedgingInstruments (as defined below) established by the Master Fund in favor of the Non-U.S. DenominatedShare classes. In addition, the borrowed funds or "leverage" provided by the credit facility may also beutilized: (i) to satisfy redemption or withdrawal requests in the event the Fund, the Partnership or theMaster Fund have no or limited available cash or immediately available liquid investments; (ii) to payfees and expenses of the Fund, the Partnership, the Master Fund and other affiliated investment entities;(iii) to make investments in anticipation of the receipt of additional subscription funds; and (iv) othercircumstances deemed appropriate by Collins Capital. The Master Fund will be charged interest bylenders for borrowings and will be required to pay or reimburse lenders for various expenses. Interest andother expenses of the credit facility will be allocated among the Master Fund's "feeder-funds" (whichmay include the Partnership and thereby indirectly the Fund) in proportion to the amount of borrowedfunds utilized by such "feeder-funds". Additional leverage may be obtained through borrowings directlyfrom other lenders or through swap agreements, options or other derivative instruments (or through acombination of such methods).

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The Advisor may, from time to time without the consent of investors in the Master Fundand the Fund, modify the terms of the Master Fund's leverage arrangements. Furthermore, the Advisor,in its discretion, may terminate the Master Fund's current leverage arrangement or obtain additional oralternative credit facilities or other loan arrangements on behalf of the Master Fund from the Fund'scurrent lender or from other lenders. Any such future modifications or additional or alternative leveragearrangements may subject the Fund to additional obligations and/or costs. See "Risk Factors — CreditFacility; Leverage".

CURRENCY HEDGING PROGRAM

The value of the Fund's portfolio is calculated in U.S. Dollars. However, the Non-U.S.Dollar Denominated Shares are valued, subscribed for and redeemed in their respective currencies basedon Net Asset Value Per Share calculations utilizing the applicable U.S. Dollar/Non-U.S. DollarDenominated Share currency spot rate, as of the close of business of the day immediately preceding therelevant valuation date. Such currency spot rate will be based upon the WM Company/Reuters closingspot rates, or in the absence of such rates, the currency spot rate shall be determined by the ServiceCompany and Administrator, in its discretion, utilizing other recognized currency valuation methods (the"Spot Rate").

In order to protect the net asset values of the Non-U.S. Dollar Denominated Share classesfrom variations in the U.S. Dollar/ Non-U.S. Dollar exchange rates, it is expected that during each monththe Fund will place one or more currency trades ("Currency Trades") to short the U.S. Dollar and buy theappropriate Non-U.S. Dollar currency with respect to each issued and outstanding Non-U.S. DollarDenominated Share class. The Advisor reserves the right to implement additional currency hedgingtechniques, including, but not limited to, forward foreign currency contracts, exchange-listed futurescontracts, currency swaps and/or put and call options on such contracts or currencies (such instruments,along with the Currency Trades described above, and any other instruments which may be utilized by theAdvisor in connection with its currency hedging activities, the "Currency Hedging Instruments"). Suchhedging activities will be employed specifically for the benefit of each class of Non-U.S. DollarDenominated Shares, and will be effected by the Fund, through corresponding series within the MasterFund.

In order to establish and maintain positions in one or more Currency HedgingInstruments, the Fund may be required to pay fees or "premiums" or incur other costs, and satisfy certainmargin or other requirements, with respect to such positions. In order to satisfy such requirements, theAdvisor expects to utilize the Master Fund's credit facility. The fees, premiums, costs and expenses,including, but not limited to, interest payment obligations, that arise in connection therewith will be borneby the class of Common Shares benefiting from the related currency hedging activities.

There can be no guarantee that the Fund's currency hedging activities will be successful.See "Risk Factors — Currency Risks Relating to Non-Dollar Denominated Share Classes".

RISK FACTORS

All securities investments risk the loss of capital. There can be no assurance that theFund will be profitable or that it will not incur losses. Prospective investors should, among othermatters, consider the risks summarized below before investing in Common Shares. An investment inthe Fund is speculative, involves a high degree of risk, and is suitable only for persons who are willingand able to assume the risk of losing their entire investment.

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General

The Fund is designed for investors seeking consistent, stable returns from alternativeinvestments, who do not require regular current income and who can accept a high degree of risk in theirinvestments. In view of, among other things, the Fund's ability to retain Managers who may invest in awide range of securities and instruments and use a broad variety of investment strategies and techniques,the Fund may be deemed speculative in nature and not as a complete investment program. The Fund isintended for investment solely by sophisticated investors who are accustomed to and fully understand therisks of such investments.

Limited Operating History

The Fund commenced investment activities on March 1, 2003, and therefore has a limitedoperating history upon which potential investors may evaluate its performance. The success of the Fundis dependent upon the skills of Collins Capital as the Advisor in selecting, monitoring rebalancing andchanging Managers and their Portfolio Funds. The historical performance of the Fund should not beconstrued as assuring any level of future success or profitability. There can be no assurance that theAdvisor will successfully identify Managers which fulfill the Fund's investment objective or that suchManagers will not cause the Fund to experience investment losses. See "Management of the Fund — TheAdvisor".

Dependence Upon Senior Management of Advisor

The success of the Fund depends upon the efforts of senior management of the Advisor,including their ability in selecting, monitoring rebalancing and changing Managers and their PortfolioFunds. In the event that the services of one or more members of senior management become unavailableto the Fund for any reason, although other personnel of the Advisor will be available to continue theFund's operations, the Fund could be adversely affected thereby. The members of senior managementmay have significant business responsibilities in addition to those of the Fund. See "--Conflicts ofInterest" below.

Substantial Withdrawals

Substantial withdrawals by investors in the Fund, the Partnership and/or one or more ofthe other "feeder-funds", within a short period of time could require the Advisor to redeem or withdrawthe Master Fund's investments in one or more Portfolio Funds or Managers at an inappropriate time or onunfavorable terms, which could adversely affect the net asset value of the Shares.

Use of Multi-Manager Approach

General. The Advisor will not have any control over the investments that the Managersmake. The Advisor may, however, reallocate the Master Fund's investments among Managers, but theAdvisor's ability to do so may be constrained by withdrawal limitations imposed by the Portfolio Funds.These withdrawal limitations may well prevent the Advisor, and therefore the Master Fund, from reactingrapidly to market changes should a Manager fail to effect portfolio changes consistent with such marketchanges and the intentions of the Advisor.

Although the Advisor endeavors to monitor Managers regularly, the Advisor is unlikelyto have access to information about the underlying portfolio positions of the Master Fund's investments inPortfolio Funds on a daily or regular basis. Investors in such Portfolio Funds, moreover, typically haveno right to demand such information of the Managers. Accordingly, the Advisor will not be in a position

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to analyze or respond to developments within any particular Portfolio Fund unless and until informationrelating thereto is disseminated by the Manager to its investors, including the Fund. Such informationmay not necessarily be timely or complete.

The Fund's multi-manager approach places certain constraints on the Advisor's ability tovalue the assets of the Fund. Managers may invest in securities with no current market or for which amarket value is not readily determinable. The Fund relies solely on the Managers' valuations of theirrespective accounts or Portfolio Funds and the Fund's interest therein. The Advisor will not be requiredto independently verify valuations or other performance information furnished by Managers.

Managers trade wholly independently of each other and, at times, may hold economicallyoffsetting positions. To the extent that the Managers do, in fact, hold such positions, the Fund, consideredas a whole, cannot achieve any gain or loss despite incurring expenses. Gains achieved by one or moreManagers may be partially or wholly offset by losses incurred by one or more other Managers.

Possible Strategic and Manager Concentration. Although Collins Capital seeks todiversify the Fund's capital generally among various low volatility strategies, there are no fixedrestrictions on the ability of the Advisor to invest with one or more Managers, or Managers with aparticular strategy or style or who invest in similar types of securities, industries or markets, other than arequirement that the Fund may not invest more than 20% of its capital (in terms of cost at time ofinvestment) in any single Portfolio Fund. Accordingly, the Fund's investments may be relativelyconcentrated as to a limited number of Managers and/or Managers employing a limited number ofstrategies deemed attractive. Conversely, maintaining a high degree of diversification, in the interest ofpossibly reducing certain Manager-related risks and reducing volatility of return, can have the effect ofreducing overall rate of portfolio return, relative to a fund that invests in a limited group of managers thatprove highly successful.

Incentive Based Compensation Arrangements. In investing in the Fund, which in turnemploys Managers through the Master Fund, an investor will, in effect, incur the costs of two forms ofinvestment management services, namely, the services provided by the Advisor in identifying Managersand the services provided by Managers in selecting investments on behalf of their Portfolio Funds. Inaddition to the Advisor's incentive fee, the Managers will likely receive incentive-based compensationfrom or with respect to the Fund's investment (through the Master Fund) in their own Portfolio Funds.As a Manager will be compensated based on the performance of its own Portfolio Fund, a Manager mayreceive, in effect, incentive compensation from the Fund in respect of its investment in such PortfolioFund for a particular period, even if the Fund's overall portfolio depreciated during such period. Both theAdvisor, and typically a Manager, will also be entitled to receive management fees.

Investment of Capital. The Fund may accept additional capital contributions fromexisting shareholders or admit new shareholders as of the first business day of a month or at other times inthe discretion of the Fund, and will permit redemptions by shareholders, in general, as of the end of eachcalendar quarter following a one-year restricted period. Some Portfolio Funds in which the Fund mayinvest, however, may not permit additional capital contributions or the admission of new investors, orwithdrawals by investors, on the same basis. As a result, the Fund may be delayed in investing its capitalin, and in withdrawing Fund assets from, some Portfolio Funds. This delay may in turn dilute theinterests of shareholders in the Fund's holdings of certain Portfolio Funds, may affect the ability of theFund to effect timely redemptions by shareholders and may tend as well to affect the proportionate levelof Fund investment in particular Portfolio Funds.

Lack of Publicly Available Information. Managers and Portfolio Funds will typically notbe required under applicable laws to make public disclosures regarding their operations and performance.

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As a result, the amount of publicly available information that may be used by the Advisor in identifyingand monitoring Managers may be relatively small.

Lack of Regulation of Managers. The Fund may employ Managers that are not subject toprovisions or laws enacted by various jurisdictions that are designed to protect investors contracting withentities for the provision of money management services. In particular, a number of Managers that maybe utilized by the Advisor have claimed exemptions from registration as investment advisers with theSEC and/or various state agencies. Accordingly, Portfolio Funds eligible for investment by the Fund, likeManagers selected to serve the Fund, will be subject to varying levels of regulation.

Nature of Managers. The Advisor anticipates that many Managers selected to serve theFund will rely on the services of a small number of key personnel in managing the assets of the Fund.The death, disability or departure of the key personnel of a Manager could adversely affect the Manager'sability to manage the Fund's assets. Moreover, no assurance can be given that suitable replacementpersonnel will be retained by the Manager.

Institutional Risk. The institutions, including brokerage firms and banks, with which thePortfolio Funds do business, to which securities have been entrusted for custodial purposes, and/or towhich securities have been loaned as part of a securities loan or swap transaction, may encounter financialdifficulties that may impair the value of such Portfolio Funds to their investors, including the Fund.

Investments and Strategies of Portfolio Funds

There are investment risks inherent in the investments of the Portfolio Funds in which theFund invests and the strategies such Portfolio Funds may employ. Such risks include, but are not limitedto, the following:

General. The assets of the Fund are managed by a number of Managers investing inpotentially a broad range of securities and other instruments. Each individual Manager is likely to havebroad latitude in the types of investments and investment techniques to be employed. These may includemany types of speculative or relatively high-risk instruments and approaches. As the Advisor will berelying upon a limited amount of information reported by the Managers themselves, it may have limitedor no information on a current basis regarding such investments. The obligation of the Advisor will be toselect Managers in good faith and with reasonable care under the circumstances, and in no event will theAdvisor be assuming responsibility for the investment performance of the individual Managers.

Convertible/Hybrid Arbitrage. The success of convertible/hybrid arbitrage strategies isdependent upon a number of factors, including the identification of paired senior and junior securitieswith price movement correlated in such a manner that, for example, in the event of a price decline in bothsecurities, the price decline in the long position in the senior security will be more than offset by the gainin the short position in the junior security. In addition, successful convertible arbitrage positions ofteninvolve senior securities with sufficient yield so as to provide relative price stability. If such requisiteelements of prospective positions are not properly analyzed, or unexpected events or price movementsintervene, losses in such positions can occur, which can be magnified to the extent a Manager isemploying leverage. Convertible arbitrage strategies often depend upon identifying favorable "spreads",which can also be identified, reduced or eliminated by other market participants.

Merger Arbitrage. Merger arbitrage strategies employed by Managers are subject to avariety of significant risks, the most basic such risk being so-called "event risk", i.e., the risk that thetransaction in question, whether a merger, acquisition, tender offer, spin-off, restructuring or othercorporate event, will simply fail to be consummated as contemplated or will be delayed or modified in a

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manner detrimental to arbitrageurs in the transaction. Numerous factors, including market or industrydevelopments, economic factors, regulatory clearance requirements and management or workforce issues,can cause an announced transaction to be abandoned, delayed or modified. In addition, "spreads" onsome merger opportunities may be initially small or may be impacted in a manner that precludesinvestment or causes a position to be limited in profitability or become unprofitable. Merger strategiescan also be adversely affected by costs of borrowed funds, hedging issues, including the ability orinability to hedge and the attendant costs, and the strength of competing investors in the marketplace.

Statistical Arbitrage. In statistical trading systems, historical analysis may indicateprobabilities of price movements which are not necessary or inevitable or which may not necessarilyrecur in the future in a manner which will support a profitable trading strategy. Moreover, as thesecurities markets disseminate and absorb relevant information more rapidly, periods of temporary stockmispricings, such as those endeavored to be exploited by statistical arbitrage strategies, may becomeshorter, less frequent and of lesser quantitative significance. Managers employing such systems mayeffectively be competing in the marketplace with numerous institutional investors for the timelyidentification of such opportunities and the favorable execution of resultant transactions.

Distressed/Bankruptcy Investing. Managers may invest in unrated or "distressed"securities, i.e., securities of companies that are experiencing significant financial or business difficulties,including companies involved in debt restructurings or in bankruptcy or other reorganization andliquidation proceedings. Managers may also purchase financial instruments of or make direct loans tocompanies of low credit quality or purchase loans that are in default and may also purchase trade claimsof suppliers and others, both within or outside of insolvency or reorganization proceedings. Althoughsuch investments may result in significant returns, they typically involve a high degree of risk.Restructurings or reorganizations may fail to be completed or be substantially delayed and expectedreturns on their securities may never materialize. Nonperforming loans, by their nature, may proveuncollectible or not yield appreciable returns for considerable periods of time.

The level of analytical sophistication, both financial and legal, necessary for successfulinvestment in such companies, loans or claims is unusually high. There is no assurance that Managerswill correctly evaluate the nature and magnitude of the various factors that could affect the prospects for asuccessful reorganization or rehabilitation of a distressed issuer or adequate realization upon such loansand claims. A Portfolio Fund's performance may be substantially impaired by unsuccessful distressed orlow credit investments.

Equity Security Strategies. Investments in equity securities by Managers may include abroad variety of issuers and instruments. There are no overall requirements with respect to earnings,revenues, market capitalization or other criteria applicable to all Managers, although individual Managersmay be selected which limit themselves to particular types of equity investments. Accordingly, equityinvestments may include many securities which are speculative or are of higher risk than those of themost mature or prominent companies. Long/short strategies and other strategies that Portfolio Funds mayemploy, such as pairs trading, depend largely upon identifying securities with appropriate features ofnegative correlation, i.e., that a loss in one position (whether long or short) will be more than outweighedby a gain in a related position. Similar to various types of arbitrage, if the anticipated pattern of pricecorrelation does not in fact occur, or if the positions are not appropriately weighted, a Portfolio Fund mayexperience losses.

Non-U.S. Investments. Some Portfolio Funds may invest predominantly in non-U.S.markets or industries, in securities denominated in foreign currencies and/or traded outside of the UnitedStates or comparable Western nations. Such investments require consideration of certain risks typicallynot associated with investing in U.S. securities. Such risks include, among other things, trade balances

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and imbalances and related economic policies, unfavorable currency exchange rate fluctuations,imposition of exchange control regulation, withholding taxes, limitations on the removal of funds or otherassets, policies of governments with respect to possible nationalization of their industries, politicaldifficulties, including expropriation of assets, confiscatory taxation and economic or political instability inforeign nations.

There may be less publicly available information about certain foreign companies thanwould be the case for comparable companies in the United States and certain foreign companies may notbe subject to accounting, auditing and financial reporting standards and requirements comparable to or asuniform as those of United States companies. Securities markets outside the United States, while growingin volume, have for the most part substantially less volume than U.S. markets, and many securities tradedon these foreign markets are less liquid and their prices more volatile than securities of comparable U.S.companies. In addition, settlement of trades in some non-U.S. markets is slower, less systematic and moresubject to failure than in U.S. markets. There also may be less extensive regulation of the securitiesmarkets in countries other than the United States.

Securities With Limited or No Liquidity. Although most investments of Portfolio Fundsare expected to be relatively liquid, Managers may invest some portion of their capital in securities withlimited marketability, such as small capitalization stocks, stocks traded on foreign markets or on a limitedbasis, or in securities that are illiquid, such as privately placed securities or instruments not readilytradable. Such investments present additional investment risks of possible inability to both realize gainson a timely basis as well as limit losses. Disposition of such investments may be possible, if at all, only atsubstantial discounts from their purchase price or intrinsic value. Substantial holdings by Managers ofilliquid securities may adversely affect their ability, and indirectly that of the Fund, to effect capitalwithdrawals on a satisfactory basis.

Overall Investment Risk. All securities investments risk the loss of capital. Investing inone or more Portfolio Funds may be speculative and subject to significant risk, notwithstanding theefforts of the Advisor. While the Advisor endeavors to select appropriate Managers and allocate Fundcapital accordingly, there can be no assurance that the Fund will be profitable or that it will not incursignificant losses.

Managers' Investment Techniques

In addition to the foregoing risks related to anticipated investments by Managers, thereare certain investment risks inherent in the Fund's investments with Managers, through the Master Fund,due to the techniques typically utilized by such Managers, particularly with respect to Portfolio Funds,including, but not necessarily limited to, the following:

Possible Concentration of Investments. Unlike certain investment vehicles, such asdiversified mutual funds, hedge funds, such as Portfolio Funds, are often relatively concentrated as toinvestments. Limitations as to strategy, amount of capital or analytical resources can lead to significantconcentration practices among Managers as a group. Concentration of investments in a limited number ofissuers or securities, industries or industry groups, or countries or regions, particularly in the context ofevent-related investing, can increase significantly investment risk and portfolio volatility. Moreover, thetaking of positions in the same or similar securities by multiple Managers with which the Fund investscan inadvertently increase the Fund's overall level of concentration.

Leverage; Interest Rates. The investment strategy of some Managers may involve theuse of leverage, i.e., borrowings to increase investment positions and exposure. A particular PortfolioFund may not be subject to any limitation on the amount of its borrowings and the amount of its

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borrowings outstanding at any time may be large in comparison to its capital. Risk of loss and themagnitude of possible gains are both increased by the use of leverage. Adverse market fluctuations, inthe case of margin borrowings, may require the untimely liquidation of one or more investment positions.Interest costs of borrowings will be an expense of Portfolio Funds employing leverage and therefore bothborrowing levels and fluctuations in interest rates may affect the operating results of such Funds andtherefore the Fund. The Fund itself also may borrow on a temporary basis to facilitate investments ofcapital and making of withdrawals.

Short Selling. Short selling may be part of the investment strategy of some of the Fund'sManagers. Selling securities short creates the risk of losing an amount greater than the initial investmentin a relatively short period of time and the theoretically unlimited risk of an increase in the market priceof the securities sold short. Short selling can also involve significant borrowing and other costs whichcan reduce the profit or create losses in particular positions. Short selling, particularly in the case ofthinly traded or speculative securities, can involve the further risk of an inability to locate or purchaseadequate amounts of the security sold short in order to cover the short position. Although Managers mayutilize short selling as a hedging technique, short selling may also be used for speculative purposes.

Options and Other Derivatives. Managers may utilize options or other derivativeinstruments in furtherance of their investment strategies. A position in a derivative instrument entailsrisks that are separate and distinct from those of the underlying interest. For example, the leverage(market risk per trading unit) and volatility represented by a derivative instrument is often significantlygreater than that of the underlying interest. When traded in markets, derivative trading is often morevolatile and less regulated than trading in established debt or equity issues. Trading in various over-the-counter derivatives, moreover, involves certain risks as to the counterparty (i.e., its ability to fulfill itscontractual obligations under the derivative instrument).

Options positions may include both long positions, where the Portfolio Fund is the holderof put or call options, as well as short positions, where the Portfolio Fund is the seller (writer) of anoption. The expiration of unexercised long option positions effectively results in loss of the entire cost orpremium paid for the option. The writing or selling by a Portfolio Fund of an uncovered put or calloption can involve, similar to short selling, a theoretically unlimited risk of an increase in the cost ofselling or purchasing the underlying securities in the event of exercise of the option.

Hedging Limitations. Although the Advisor may seek Managers who employ varioushedging techniques, the extent and effectiveness of such hedging strategies may vary substantially. Mosthedging techniques of Managers will be directed primarily toward general market risks or certain issuerrisks. Typically, there are numerous investment risks which will not be hedged or necessarily capable ofbeing hedged as a practical matter. To the extent unhedged, investment positions of Managers will, ingeneral, be fully exposed to market and investment risks. Hedging techniques have a variety oflimitations. For example, hedging against a decline in the value of a long position by selling short doesnot prevent a loss in the long position but establishes one or more other positions expected to appreciatein value under the same circumstances. Hedging through market index options or other market-basedinstruments may only protect against an overall market downturn, as compared with price declines inspecific securities.

Hedge transactions generally also limit the opportunity for gain if the value of theportfolio position should increase, due to the hedging cost or price decline in the hedging position. For avariety of reasons, a Manager may not seek or be able to establish a sufficiently accurate correlationbetween hedging instruments and the portfolio holdings being hedged. Such imperfect correlation mayprevent a Portfolio Fund from achieving the intended hedge or may expose the Fund to risk of loss. Suchlosses can include losses on the hedged position, the attempted hedge position, or both, and could be

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substantial. There can be no assurance, therefore, that all investment positions of Portfolio Funds will behedged against investment risks or that such hedging strategies will in fact prove successful.

Currency Risks Relating to Portfolio Funds

Although many of the Fund's shareholders may be non-U.S. Persons, a major portion of the Fund'sinvestments, through the Portfolio Funds, may be in U.S. companies and the Fund's accounts are stated inU.S. dollars. There is no way to reliably predict future currency fluctuations involving the U.S. dollar orother foreign currencies and the effect of such fluctuations on the financial situation of each shareholder.Although one or more individual Managers may employ currency hedging in their Portfolio Funds, thereis no intended policy within the Fund's contemplated investment strategy to protect against currencyfluctuations affecting the Fund's portfolio as a whole. Prospective investors concerned with currency riskare urged accordingly to seek such protection therefrom to the extent they deem appropriate.

Currency Risks Relating to Non-Dollar Denominated Share Classes

The value of the Fund's portfolio is calculated in U.S. Dollars. This creates currency riskfor holders of the Fund's Non-U.S. Dollar Denominated Share classes. While the Fund may employcurrency hedging techniques to limit such risk, there can be no guarantee that hedging activities will besuccessful. Any costs and expenses of hedging activities with respect to a particular Non-U.S. DollarDenominated Share class, and any profits or losses relating thereto, will be specifically allocated to suchShare class and will be reflected in the Net Asset Value Per Share of such Share class. The costs andexpenses associated with the Fund's currency hedging activities may be substantial.

Segregation of Income and Expenses between Classes of Shares; Performance of Share Classes

Income and expenses specifically related to a class of Shares of the Fund, particularly theexpenses associated with the Fund's currency hedging activities, will be segregated on the books andrecords of the Fund for recording keeping, accounting and other appropriate purposes. Notwithstandingthe foregoing, in the event there is a substantial loss in one class of Shares, or other relevant liability,which exceeds the assets of such class, the assets of the other classes of Shares may be subject to acreditor's claim in relation to, and ultimately be held accountable for, such loss or liability.

The perforinance of the various share classes may vary as a result of the currencyhedging activities of the Fund with respect to each class. Such hedging activities will be employedspecifically for the benefit of the Non-U.S. Dollar Denominated Shares. There can be no guarantee thatthe Fund's currency hedging activities will be successful.

Conflicts of Interest

Among potential conflicts of interest which should be considered by each prospectiveinvestor are the following:

Possible Conflicts with Other Investment Vehicles or Clients. The Advisor currentlyserves as general partner or investment adviser to a number of multi-manager investment vehicles andmay serve as investment adviser to other entities or accounts, some with investment strategies andpolicies similar to that of the Fund. The Advisor or its affiliates may participate in or sponsor otherinvestment vehicles, and possibly have additional advisory clients, in the future. The Advisor may alsodetermine to engage in other businesses. The existence of such multiple entities or clients, or otherbusinesses, necessarily creates a number of potential conflicts of interest.

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The Fund has three sister funds, the Partnership, Low Volatility Fund I and LowVolatility Institutional Fund (collectively, the "Sister Funds"). The Sister Funds have an identicalinvestment strategy and may invest, through the Master Fund or another affiliated "master fund"(together, the "Master Funds"), in many, if not most, of the Managers and Portfolio Funds with which theFund invests. See "Management of the Fund — The Advisor". However, due to availability and timing ofcapital, investor qualifications and other factors, Manager and Portfolio Fund allocations among the Fundand the Sister Funds, which are achieved by Collins Capital through allocations within the respectiveMaster Fund, may be expected to vary over tune, perhaps significantly, and therefore the investmentperformance of the Fund and the Sister Funds should not be expected to be identical.

The feeder funds of the Master Funds may have differing but possibly related oroverlapping strategies (such as broadly diversified or long-short equity investment strategies). In general,with respect to use of particular Managers, the Advisor may retain a particular Manager for the Fund, theMaster Fund or for the account of other managed vehicles, including the Sister Funds, other feeder fundsor their respective Master Fund. When the availability of investment with a particular Manager is limited,the Advisor may allocate such opportunity, as between the Master Funds and other appropriateinvestment vehicles or managed accounts, in such manner as the Advisor deems equitable to all parties.The Fund and the Master Fund will not be entitled to priority of choice as among available Managers orPortfolio Funds and may not invest in every Manager or Portfolio Fund selected by the Advisor for theMaster Funds or its other investment vehicles.

The existence of multiple investment vehicles or clients may also create conflicts as totime and resource commitments on the part of the Advisor's personnel. While the members of seniormanagement of the Advisor intend to devote such time to the business of the Fund as they deemnecessary, they have other ongoing investment and business responsibilities which could have the effectof reducing the time they devote to the investment activities of the Fund.

Conflicts Regarding Advisory Fees. The Incentive Fee payable to the Advisor isdetermined and paid annually, as a percentage of the entire increase, if any, in the aggregate net assetvalue of a holder's Shares during the year, after reduction for any unrecovered prior period losses. See"Fees and Expenses Incentive Fee". Since the Incentive Fee is determined on both realized andunrealized appreciation, the Advisor may receive a fee reflecting unrealized gains at the end of a year thatare not subsequently recognized by the Fund. In general, the fact that an advisory fee is based on capitalappreciation of the Fund's shares may create an incentive for the Advisor to make investments that aremore speculative than would be the case in the absence of such a performance-based advisory fee. TheAdvisor has the right to agree to reduce, waive or rebate the Incentive Fee and/or Management Feechargeable to particular shareholders, for such consideration it deems appropriate, without notice oroffering any similar opportunity to other shareholders. See "--Agreements with Certain Shareholders"below and "Management of the Fund Investment Advisory Agreement".

Affiliated Service Company and Administrator. Shareholders will not have the benefitsthat may be afforded by an independent administrator, as the Service Company and Administrator isowned by Mr. Kent (Pete) Windhorst, the Chief Financial Officer of Collins Capital and President of theService Company and Administrator, and Mrs. Joyce Windhorst, Mr. Windhorst's wife. Mr. Windhorstand Mrs. Windhorst are compensated solely by the Service Company and Administrator- for their servicesto the Advisor and the Service Company and Administrator, and do not receive any compensation fromthe Advisor. In addition, employees of the Advisor may also perform certain administrative-relatedfunctions for the Service Company and Administrator, for which they are compensated by the Advisor.

In addition to the functions customarily performed by fund administrators, the ServiceCompany and Administrator also pays certain costs and expenses which would otherwise be borne by the

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Advisor. The Advisor believes that the fee rates charged by the Service Company and Administrator tothe Master Fund represent fair and reasonable compensation in light of the services provided, and thecosts and expenses paid for, by such firm. See "Management of the Fund — Service Company andAdministrator" and "Fees and Expenses — Service Company and Administrator's Fees".

Information Provided by the Advisor. Factual information contained in thisMemorandum, including without limitation, the investment strategy and policies, biographical and certainother information, has been furnished largely by the Advisor and its affiliates and in general has not beenindependently confirmed or verified. Therefore, shareholders should seek to confirm such information,seek additional information or conduct further investigation as they deem appropriate in connection with adecision to invest in the Fund.

Agreements with Certain Shareholders. The Fund and the Advisor may from time totime enter into agreements with one or more shareholders, whereby in consideration for agreeing to investcertain amounts in the Fund or other vehicles, or other consideration deemed material by the Board ofDirectors and the Advisor, such shareholders may be granted favorable rights not afforded to othershareholders generally. Such rights may include one or more of the following: special rights to makefuture investments in the Fund; special redemption rights, relating to frequency, notice and/or other terms;rights to receive reports from the Fund on a more frequent basis or that include information not providedto other shareholders; rights to receive reduced rates of the Incentive Fee and/or the Management Fee;rights to receive a share of the Incentive Fee, Management Fee or other amounts earned by the Advisor orits affiliates; and such other rights as may be negotiated between the Fund, the Advisor and suchshareholders. The Fund and/or the Advisor may enter into such agreements without the consent of ornotice to the other shareholders.

Conflict Regarding Role of Counsel. U.S. counsel to the Fund has represented, andcontinues to represent, the Advisor in certain matters. Such counsel does not purport to represent theseparate interests of the shareholders of the Fund and has assumed no obligation to do so. Accordingly,such shareholders will not have had the benefit of independent counsel in the structuring of the Fund ordetermination of the relative interests of the shareholders and the Advisor and directors of the Fund.Prospective shareholders must therefore rely upon their own counsel and other advisors in evaluating theconsequences of an investment in the Fund.

Credit Facility; Leverage

The Master Fund may utilize leverage (i.e., borrowed funds), from time to time, as theAdvisor considers appropriate, primarily for the purpose of providing liquidity, on a temporary basis, tofacilitate redemptions and/or investments with respect to Portfolio Funds and Managers. In addition, theMaster Fund may borrow on a temporary basis to facilitate investor redemptions or for other reasons. TheMaster Fund's use of leverage may increase the Master Fund's risk of loss. In addition, interest costsassociated with the use of leverage by the Master Fund will be an expense of the Master Fund, andindirectly the Fund, and, therefore, both bor rowing levels and fluctuations in interest rates may affect theoperating results of the Master Fund and the Fund.

As a condition to providing the Master Fund with additional capital, the Master Fund'slenders ("Lenders") will generally require the Master Fund to pledge some or all of the Master Fund'sassets (which will generally be its investments in the Portfolio Funds) as collateral. Under the MasterFund's current leverage arrangement only a portion of the Master Fund's Portfolio Funds are pledged ascollateral. In addition, Lenders will impose various covenants and restrictions on the Master Fund as aresult of which they may exercise some degree of control over the Master Fund's investment activitiesand the Master Fund's assets. The failure of the Master Fund to satisfy such covenants and restrictions

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could result in an event of default under a loan arrangement. Upon an event of default, a Lender mayrequire the Master Fund to liquidate certain investment positions with one or more Portfolio Funds in anuntimely or otherwise adverse manner, may be entitled to take possession of a portion of the MasterFund's assets, and/or may have the right to take other actions which could have an adverse impact on theMaster Fund or its assets, and therefore the Fund.

Fund Expenses

Multi-manager investment vehicles such as the Fund necessarily incur a share ofexpenses of their underlying investment entities. Shareholders bear their ratable share of the fees andexpenses of Portfolio Funds, including incentive fees and management fees payable to their Managers.Some Portfolio Funds may have significant operating expenses. Strategies utilized by certain Managersmay require frequent trading, and, as a result, portfolio turnover and brokerage commission expenses maysignificantly exceed those of other investment entities of comparable size.

Although the Master Fund will not be charged advisory fees by Collins Capital, it willincur operating expenses, including, but not limited to the fees of the Service Company andAdministrator, that will be borne indirectly by the "feeder-funds", including the Partnership and the Fund.See "Fees and Expenses Operating Expenses".

Limited Liquidity

Shares of the Fund are significantly less liquid than many other securities investments, asit is highly unlikely that there will be an active secondary trading market for the Shares. A shareholderhas the right to redeem Shares from the Fund, but only after the end of a minimum one-year "lock-up"period, and then at the end of a calendar quarter and upon at least 75 days prior written notice, unless theAdvisor, in its discretion, pen-nits a lesser period, which it is under no obligation to do. The Fund has theright to suspend or delay redemptions under certain conditions, including situations where the Fund isrestricted in its ability to make comparable withdrawals from one or more Portfolio Funds. See"Redemption of Shares". There are certain limitations on transfer of the Shares, including those involvingtransferees who may be `U.S. Persons." See "Description of Shares — Restrictions on Ownership andTransfer''.

No Distributions

The Fund does not anticipate making annual distributions to its shareholders. To theextent gains and income are realized by the Fund, the Advisor is likely to reinvest the same on behalf ofthe Fund.

Lack of Participation by Holders of Shares

The holders of the Shares have no right to participate in the day-to-day operations of theFund and some of their actions as shareholders are subject to extraordinary voting requirements forapproval. In addition, the Subscription Agreement provides for the grant by the subscriber of a revocableproxy to the Fund's Agent for voting the Shares. See "Description of Shares — Voting Rights".

Tax Risks

Under the U.S. Internal Revenue Code, an entity, such as the Fund, engaged in investingor trading of securities for its own account from an office within the United States will not be deemed"engaged in a trade or business within the United States", provided that it is not a "dealer in securities."

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Although the Advisor believes the Fund will not be such a "dealer", should the U.S. Internal RevenueService determine that the Fund is actually "engaged in a trade or business in the United States", whetherdirectly or through the Master Fund, or should existing law or regulations change, the Fund could besubject to U.S. taxes on its portfolio transactions and its receipt of dividends and interest, as well aspossibly a branch tax.

Dividend and non-portfolio interest income of the Fund from U.S. sources is currentlysubject to a 30% U.S. withholding tax rate. Qualified U.S. Tax-Exempt Entities investing in the Fund (inaddition to the Fund's non- U.S. shareholders) will effectively bear their share of such tax, which isgenerally not assessed against U.S. domestic entities and investors. Such tax may or may not besignificant, depending upon the underlying investments of Portfolio Funds from time to time.

Qualified U.S. Tax-Exempt Entities investing in the Fund should be aware that althoughdividends and gains on the sale of assets held for investment (such as the Shares) are generally notincluded in unrelated business taxable income for federal income tax purposes, gains or income earnedfrom "debt financed property" is treated as income from an unrelated business in the proportion in whichthe property is financed with debt. Thus, if a Qualified U.S. Tax-Exempt Entity incurs debt to acquire itsShares, the income such entity derives from such Shares will be unrelated business taxable income. See"Certain Tax Considerations — In vestment by U.S. Tax-Exempt Entities".

Depending upon level of share ownership, total ownership by U.S. persons and otherfactors, Qualified U.S. Tax-Exempt Entities owning Shares may be subject to a variety of reportingrequirements under the U.S. Internal Revenue Code. Such Entities should generally consult their taxadvisors with respect to all of the potential tax consequences of an investment in the Shares.

The taxation of U.S. investments held by foreign persons is subject to continuing scrutinyby the U.S. Congress. Each investor is urged to have his own U.S. tax advisors advise him regarding theU.S. federal income tax consequences of the Fund's activities. Each investor should be aware that U.S.tax laws are subject to change and such changes could adversely affect the U.S. taxation of the Fund, andthus, adversely affect each investor's economic return on his investment in the Fund.

Investors may also be subject to tax with respect to the Fund based upon the laws of theirrespective domiciles or residences for tax purposes or in other jurisdictions. Accordingly it is necessarythat a prospective investor consult with his tax advisors with respect to the tax consequences of aninvestment in the Shares.

Limited Regulation

Both the Fund and the Master Fund are exempt from registration as an investmentcompany under the Investment Company Act. The offer and sale of Shares being made hereby is notregistered under the Securities Act in reliance upon an exemption therefrom. Accordingly, althoughcertain protections of such laws may be available, investors in the Shares will not have the benefitsafforded generally by such registrations under such laws. Although the Fund may be subject to securitieslaws of certain jurisdictions in which the Shares may be offered for sale, there can be no assurance thatthe Fund will be subject to significant regulation under the securities laws of any particular jurisdiction.

Under its exemption from registration under the Investment Company Act, the Fund willbe permitted to have a theoretically unlimited number of shareholders. Such provision may make it lesslikely that a particular shareholder or group of shareholders will control the Fund.

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The Advisor, Collins Capital, is currently registered with the SEC as an investmentadviser under the Advisers Act. Such registration does not imply that the SEC has in any way approvedor passed upon the merits or fitness of the Advisor, the offering of the Shares or the accuracy orcompleteness of this Memorandum. The Advisor may in the future withdraw from registration as aninvestment adviser, if an exemption from registration is then available.

The Advisor is in the process of registering as a commodity pool operator and commoditytrading adviser under the Commodity Act. Until such registration is effective, Collins Capital Advisors,Inc., the sole voting member of the Advisor, will maintain its registration as a commodity pool operatorand commodity trading adviser under the Commodity Act. The Fund is entitled to an exemption thatlimits the reporting and recordkeeping responsibilities incident to such registration.

In recent periods both the SEC and Congress have devoted increased attention to theissue of whether hedge funds, fund of funds and other private investment vehicles should be subject toincreased or different modes of regulation. It is not currently practicable to predict the form or extent offuture regulation. Changes in applicable securities laws or regulations could impose additionalcompliance or financial burdens upon the Fund, the Master Fund and the Portfolio Funds or affect theiroperations in other respects.

Limitation of Liability of the Advisor; Indemnification

The Investment Advisory Agreement (as defined below) provides for certain limitationson the liability of the Advisor in connection with the performance of its duties under the InvestmentAdvisory Agreement. In addition, pursuant to the Investment Advisory Agreement the Fund has agreedto indemnify the Advisor from and against certain losses, damages, liabilities and expenses incurred bythe Advisor in the course of performing its duties to the Fund.

MANAGEMENT OF THE FUND

The Advisor

Pursuant to the terms of an Investment Advisory Agreement, as amended from time totime (the "Investment Advisory Agreement"), the Fund has retained Collins Capital Investments, LLC, aDelaware limited liability company (`Collins Capital" or the "Advisor"), a private investment advisoryfirm, as Investment Advisor for the Fund, with full discretionary authority and responsibility to manageand invest the assets of the Fund. Senior management of the Advisor is responsible for all decisionsregarding the selection, retention and monitoring of Portfolio Fund Managers for the Fund. The Advisoris currently registered as an investment adviser with the SEC.

The Advisor succeeded Collins Capital Advisors, Inc., a Delaware corporation (`CollinsCapital Advisors"), as the investment advisor of the Fund on January 1, 2007. Collins Capital Advisorshad previously served as the investment advisor of the Fund since its inception and is currently the solevoting member of the Advisor. Such succession is not expected to have any material impact on themanagement or investment activities of the Fund as the members of senior management of Collins CapitalAdvisors serve in the same capacities with the Advisor.

The Advisor is in the process of registering as a commodity pool operator and commoditytrading adviser under the Commodity Act. Until such registration is effective, Collins Capital Advisors,will maintain its registration as a commodity pool operator and commodity trading adviser under theCommodity Act.

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In addition to the Fund, Collins Capital also serves currently as: (i) general partner to thePartnership, Low Volatility Fund I, Collins Capital Long/Short Equity Fund II, L.P., Collins CapitalDiversified Fund I, L.P., Collins Capital Diversified Fund II, L.P., Collins Capital Long/Short EquityFund II, L.P., Collins Capital Alpha Fund I, LP, Collins Capital Credit Opportunity Fund, LP and QHSFund, LP, all U.S. domestic partnerships, and (ii) investment adviser to, Low Volatility Institutional Fund,Collins Capital Diversified Offshore Fund I, Ltd., Collins Capital Diversified Offshore Fund 1I, Ltd., andCollins Capital Diversified Institutional Fund, Ltd., all organized in the British Virgin Islands.

Collins Capital also serves as the general partner of the Master Fund and Collins CapitalMaster Fund 1, LP, a Delaware limited partnership ("Master Fund I"). Master Fund I serves as the masterfund, in a "master-feeder" investment structure substantially similar to that utilized by the Fund, thePartnership and the Master Fund; however, the "feeder-funds" of Master Fund I are generally exemptfrom registration under the Investment Company Act pursuant to Section 3(c)(1).

In addition to the foregoing vehicles, the Advisor may have other private investmentclients or accounts, or manage other investment vehicles, in the future.

Senior Management

Set forth below is a brief summary of the business background and education of thecurrent senior management of the Advisor.

Dorothy Collins Weaver, Chairman & Co-Founder. Prior to founding Collins CapitalAdvisors, Mrs. Weaver was President of Intercap Investments, Inc., a diversified investment companyspecializing in alternative investments including real estate development. Mrs. Weaver was instrumentalin rewriting the banking laws in the State of Florida which resulted in Miami becoming an internationalbanking center. After serving as Chairman of the Board of the Federal Reserve Bank of Miami under bothPaul Voelker and Alan Greenspan, she served as Chairman of the Governor's Economic Council for theState of Florida; Chairman of the Business Leadership Council; Chainnan of the Governor's Commissionon Education Workforce Committee; Chairman of the Greater Miami Chamber of Commerce; andFounding Director of Enterprise Florida, an innovative public/private partnership that replaced Florida'sDepartment of Commerce. Mrs. Weaver graduated with honors (Phi Beta Kappa) from WellesleyCollege where she serves on the Board of Trustees and chaired the Finance Committee. She serves on theInvestment Committee of the American Red Cross. Mrs. Weaver has received the "Business Leader Hallof Fame Award", "Leader of the Year Award", "Women Who Make A Difference Award" and "TheCommunity Headliner Award".

Michael J. Collins, President & Co-Founder. Prior to founding Collins Capital Advisors,Mr. Collins was President and CEO of a diversified investment firm which focused on hedge funds,venture capital, private equity, start-ups, and M&A. From 1984 until 1987, Mr. Collins was GeneralPartner of a successful hedge fund specializing in short selling. From 1972 to 1982, Mr. Collins served asPresident, CEO and Chainnan of Fidelity Union Life Insurance Company. Under his leadership, profitsincreased six-fold and return on total assets moved from among the lowest to the highest of the top 100U.S. life insurance companies. In 1979 he was named president of Allianz Investment Corporation, theUS holding company subsidiary of Allianz Versicherung A.G. Mr. Collins received his B.A. fromStanford University where he served as President of the Student Body and received his M.B.A. fromHarvard Business School. Mr. Collins has received numerous honors including "Ten Outstanding Men inAmerica".

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Al Bhatt, Chief Investment Officer. Prior to joining Collins Capital Advisors, Mr. Bhattwas Director of Alternative Investments at SEI Investments, a publicly traded company ("SEI") withapproximately $100 billion in assets under management and the leader in providing manager of managerinvestment solutions to institutional, high net worth and financial advisor clients. Mr. Bhatt wasresponsible for the development and implementation of the investment strategy and manager selectionprocess for hedge funds and private equity. Prior to joining SEI, Mr. Bhatt was a partner with aEuropean-based private equity firm focusing on fund-of-fund investments as well as direct and co-investment opportunities in the U.S. Previously, Mr. Bhatt held several senior investment and financialpositions with Koch Capital, the captive merchant bank of Koch Industries, Inc., which is the secondlargest privately held company in the U.S. Mr. Bhatt began his professional career with CornerstoneResearch, a leading financial and economic consulting firm, where he had considerable managerialresponsibilities and participated in the creation of the Financial Institution, Real Estate and TechnologyGroups. Mr. Bhatt's academic training is in economics, with an M.A. from Stanford University and aB.A. from Union College.

Kent (Pete) Windhorst, Chief Financial Officer. Prior to joining Collins CapitalAdvisors, Mr. Windhorst had 24 years of experience in the financial and accounting area since starting hiscareer in 1973 as the controller for a public company, Hy-Gain Electronics Corporation. Mr. Windhorstwas a partner and the Chief Financial Officer of Intercap Investments, Inc., a diversified investmentcompany and GCA, a real estate company. He is President of Monument Financial Services, LLC, theService Company and Administrator for the Collins Capital funds. Mr. Windhorst received his B.S.degree from the University of Nebraska with a major in Accounting.

Maurice W. Blanch II, Chief Compliance Officer and Controller. Prior to joining CollinsCapital Advisors, Mr. Blauch had 28 years of experience in the financial and accounting area. Mr.Blanch began his career with Motorola in 1976, and held various financial positions with NYSE andAMEX listed companies or subsidiaries including Imperial Industries Inc, Jartran Inc., and the GreyhoundCorporation (currently Viad Corp). In 1998, he joined Equitable Life Insurance (currently AXAAdvisors) providing financial and investment planning for individuals and small businesses. Mostrecently, Mr. Blauch was Vice President of Planning with the private wealth management firm ofEvensky, Brown and Katz in Coral Gables, Florida. Mr. Blauch received his B.B.A. degree from FloridaInternational University with a major in accounting and his M.B.A. from the University of Miami. He isa licensed CPA in the state of Florida and is also a CFPOO .

Investment Advisory Agreement

Services. Pursuant to the terns of an Investment Advisory Agreement, the Advisor hasfull investment discretion and authority to manage, invest and reinvest the Fund assets, including allinvestments, withdrawals and re-investing in Portfolio Funds and the terns of such investments. TheAdvisor is responsible for the retention of third parties to render services to the Fund, including otheradvisors, subadvisors and consultants. The Advisor is also responsible for assisting in the calculation bythe Service Company and Administrator, as of each valuation date, of the Net Asset Value Per Share andfor furnishing the Service Company and Administrator with appropriate information for purposes ofpreparing reports to shareholders regarding the Fund's performance.

Term. The term of the Investment Advisory Agreement expires on December 31 of eachyear, subject to renewal by action of the Fund's Board of Directors for additional one-year periodsthereafter (but no later than December 31, 2027), unless either party gives notice of its desire not torenew, provided that the Agreement shall also be terminable at any time, as follows: (i) By either partyupon ninety (90) days written notice to the other party, provided that any such termination by the Fundshall be effective only if, prior thereto, such termination shall have been approved by the Board of

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Directors and an affirmative vote of the holders of at least seventy-five percent (75%) of the issued andoutstanding Shares; (ii) by either party if the other party shall have defaulted in the performance of anymaterial duty thereunder and shall have failed to remedy such default within thirty (30) days after writtennotice thereof from the other; or (iii) by either party if the other party shall apply for relief under anyinsolvency or bankruptcy statute or be adjudicated insolvent or bankrupt, or have a receiver appointed inrespect of all or a substantial part of its assets, or be dissolved.

Notwithstanding the foregoing, the Investment Advisory Agreement shall terminate uponthe dissolution of the Advisor, unless prior thereto the Advisor had assigned the Agreement to a person orcorporation which is a qualifying affiliated entity or with the consent of the holders of at least a majorityof the issued and outstanding Shares.

Standard of Care. The Investment Advisory Agreement provides that the Advisor mayrely on information it reasonably believes to be accurate and reliable. In the absence of fraud,misfeasance, bad faith or gross negligence on the part of the Advisor, or of reckless disregard of itsobligations thereunder, neither the Advisor nor its officers, directors, managers or employees shall besubject to liability for any act or omission in the course of, or connected with, rendering services to theFund. The Advisor will be entitled to assume and rely upon the accuracy of information furnished to it bythird parties, including Managers, absent actual knowledge to the contrary. In any event the Advisor willnot be responsible for the investment performance of individual Managers or their acts or omissions. Inthe Investment Advisory Agreement the Fund has agreed to indemnify and hold harmless the Advisor andits officers, directors, shareholders and employees (the "Indemnitees") against any and all losses,damages, expenses and liabilities arising out of or connected with any services or transactionscontemplated by the Investment Advisory Agreement, provided, however, that the Fund shall not beobligated to indemnify or hold hannless the Advisor or the Indemnitees insofar as such losses, damages,expenses or liabilities have arisen out of actual fraud, willful misfeasance, bad faith or gross negligenceon the part of the Advisor or the Indemnitees or with respect to which indemnification is not obtainableunder the securities laws of the United States or any other law.

Directors

The Board of Directors of the Fund has overall responsibility for the business and affairsof the Fund, to the extent provided by the laws of the British Virgin Islands. The directors of the Fund areMessrs. Graham Cook and Jan Kruthoffer. Mr. Cook is the President of Bison Financial ServicesLimited, the registered agent for the Fund, and Mr. Kruthoffer is a private investor. Both Mr. Cook andMr. Kruthoffer are entitled to receive customary directors' fees from the Fund for their services as such.

Service Company and Administrator

Monument Financial Services, LLC, Coral Gables, Florida currently acts as the servicecompany and administrator (the "Service Company and Administrator") to the Master Fund and itsvarious "feeder funds" (collectively, the "Funds"), to perform one or more functions customarilyperformed by fund administrators. These may include, one or more of the following: (i) maintainingcorporate and financial books and records of the Funds; (ii) processing subscriptions for Shares or otherequity interests in the Funds; (iii) reproducing and distributing quarterly performance reports and annualfinancial statements to the equity owners of the Funds; (iv) disbursing for the Funds all payments of alllegal fees, accounting fees and other fees related to the operations of the Funds; (v) calculating the netasset value of the Funds for each valuation date; (vi) calling the shareholders', partners' and directors'meetings of the Funds; (vii) providing share transfer services in connection with the issuance, transfer andredemption of common shares or other equity interests in each of the Funds; and (viii) perfonning allother clerical services necessary in connection withthe administration of the Funds.

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In addition, the Service Company and Administrator, out of its fees, pays certain costsand expenses that would otherwise be borne by the Advisor, including, but not limited to: (i) duediligence related costs (such as those costs related to travel, communications, printing, computers,background checks and shipping); (ii) disaster recovery system costs (such as those costs related to offsitedata and paper storage, e-mail retention and continuity, telephone and remote access data systems); (iii)occupancy costs (such as those costs related to office and parking rent, telephone and data serviceprovider, computers, copy machines, faxes, supplies and repairs); and (iv) marketing costs (such as thosecosts related to travel, communications, materials, printing, computers, supplies and shipping).

In connection with the foregoing, the Service Company and Administrator receives feesfrom the Master Fund. See "Fees and Expenses — Service Company and Administrator's Fees". TheAdvisor believes that the fee rates charged by the Service Company and Administrator to the Master Fundrepresent fair and reasonable compensation in light of the services provided and the costs and expensespaid for by such firm.

The Service Company and Administrator is owned by Mr. Kent (Pete) Windhorst, theChief Financial Officer of Collins Capital and President of the Service Company and Administrator, andMrs. Joyce Windhorst, Mr. Windhorst's wife. Mr. and Mrs. Windhorst are compensated solely by theService Company and Administrator for their services to the Advisor and the Service Company andAdministrator and do not receive any compensation from the Advisor. In addition, employees of theAdvisor may also perform certain administrative-related functions for the Service Company andAdministrator, for which they are compensated by the Advisor.

The Fund, the Partnership and the Master Fund may select other entities to serve as aservice company and/or administrator or discontinue the use of such an entity.

Custodian

Northern Trust Bank of Texas, N.A. renders custodial services to the Fund, thePartnership and the Master Fund and currently acts as the primary commercial bank to such entities.Custodial services of such bank consist predominantly of retention of cash balances and money marketinstruments. The equity interests of the Master Fund in various Portfolio Funds are typically inuncertificated book-entry forin, with related records being generally held by the Master Fund or theService Company and Administrator. The Fund may retain other custodians or financial institutions asmay be required. See "Management of the Fund — Custodian".

Registered Agent

Bison Financial Services Limited (the "Agent"), with a principal office at Bison Court,P.O. Box 3460, Road Town, Tortola, British Virgin Islands, serves as the registered agent for the Fund inthe British Virgin Islands with such responsibilities as are prescribed under the laws of such jurisdiction.

Auditors

KPMG LLP serves as the Fund's independent auditors. Such fine prepares the annualaudited financial statements of the Fund, which are delivered to shareholders by the Service Company andAdministrator. The Board of Directors of the Fund has the right to change its selection of auditing firms.

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Counsel

Cobb & Associates LLC has acted as U.S. counsel to the Fund and to the Advisor inconnection with U.S. legal matters involved in the formation of the Fund, the Advisor and its affiliates.Farara & Kerins has acted as counsel to the Fund as to matters of British Virgin Islands law. Such firmsare not representing, or purporting to represent, any prospective shareholder in regard to the offering ofShares made hereby and prospective investors must rely accordingly upon their own legal advisors, as totax matters and otherwise, in connection with their investment decision.

FEES AND EXPENSES

The following is a summary of the fees and expenses which are borne by the Fund.

Management Fee

Under the Investment Advisory Agreement, the Advisor is responsible for and pays, orcauses to be paid, certain overhead expenses of the Fund and its own operating expenses, including rent,utilities, equipment and clerical expenses. The Advisor receives a Management Fee from the Fund at therate of 1.25% per annum of the Fund's Net Assets. The Management Fee is payable monthly in advanceon or before the tenth day of each month in an amount based upon the Net Asset Value of the Fund as ofthe first business day of the month, after giving effect to any purchases or redemptions of Shares as of orprior to such day.

The Advisor has the right, for such consideration as it deems appropriate, to reduce,rebate, waive or eliminate all or any part of the Management Fee chargeable to the Shares owned by anyholder, provided the same shall not have the effect of increasing such fee(s) borne by any other holder.

The Advisor may elect, prior to the beginning of any fiscal year, to defer payment of allor part of its Management Fee to be earned for any or all months of the succeeding year, as provided inthe Investment Advisory Agreement. If the Advisor elects to make such a deferral, any such deferredamounts payable to the Advisor shall be treated, and the amounts eventually payable at the end of suchdeferred period(s) shall be determined, as if such deferred amounts had been invested in Shares (or, ifelected alternatively, in U.S. Treasury obligations or other permitted investments). Any such deferredamounts and any earnings thereon shall be treated as an unsecured liability of the Fund and shall be dueand payable upon expiration of the deferral period.

Under the Investment Advisory Agreement, the Advisor is entitled to reimbursement bythe Fund of certain research-related out-of-pocket expenses. These include travel and other expensesincurred in connection with meetings and conferences with current or potential Fund Managers, industryanalysts and other professionals.

In the event the Advisor retains advisers, consultants or managers (other than Managers)in addition to the Advisor, the amount of compensation payable by the Fund, if any, to such parties shalloperate to reduce that payable by the Fund to the Advisor, so that the retention of such parties will notincrease the overall management fee compensation payable by the Fund.

Incentive Fee

The Fund will pay to the Advisor an Incentive Fee, for each fiscal year (or partial year) ofthe Fund and as to all Shares redeemed during such year, in an amount, determined separately as to anyand all Shares outstanding at any time during the year, equal to five percent (5%) of the amount, if any

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(the "Net Appreciation per Share"), by which the Net Asset Value attributed to each such Common Shareat the end of such fiscal year or on the date of redemption, as the case may be, exceeded the highest NetAsset Value of such Common Share (the "Prior High NAV") at the following dates: (i) the beginning ofsuch fiscal year; (ii) the beginning of any preceding fiscal year during which such Common Share wasissued and outstanding; or (iii) the subscription date for such Common Share. The use of a Prior HighNAV is intended to effectively require the recovery of any depreciation in Net Asset Value as to aholder's Shares in any and all prior years before an Incentive Fee may be earned on such Shares for aparticular year. Any such prior year with such a depreciation in Net Asset Value as to a particularCommon Share is referred to herein as a "Loss Year" and the amount of such loss carried forward to aparticular year in calculating the Incentive Fee is referred to herein as a "Loss Carryover."

For purposes of facilitating the accrual of the applicable Incentive Fee, Shares issued at aparticular time and identical Share NAV and bearing the same Incentive Fee will be denominated as aseparate series, resulting in multiple series of Shares being issued at different Share NAVs. Theapplicable Incentive Fee for each series will then be accrued in determining the subsequent Share NAVfor that series. See "Determination of Net Asset Value Per Share" and "Description of Shares".

Notwithstanding the foregoing, with respect to shareholders that purchased shares prior toJuly 1, 2006, no Incentive Fee shall be due or payable as to particular Shares unless such Shares haveachieved an appreciation in Net Asset Value during the year at least equal to an assumed cumulativesimple return on the initial Net Asset Value thereof for such year at an effective rate equal to one percent(1%) per annum above the London Interbank Offered Rate for U.S. Dollar deposits of six-monthmaturities ("LIBOR") in effect at the beginning of such Year (the "Threshold Return").

Under the Investment Advisory Agreement, the Advisor will be paid 90% of theestimated Incentive Fee within 30 days after the end of each fiscal year and the balance within 30 daysfollowing completion of the Fund's financial statements for the year. In addition, if Shares are redeemedduring a fiscal year, the Incentive Fee charged such shares at the time of redemption will be paid to theAdvisor within 30 days following the effective redemption date. The Incentive Fee will be calculatedseparately with respect to each outstanding Share and will be determined as of the last business day ofeach fiscal year and, in the case of interim redemptions, as of the applicable effective redemption date.The Advisor will have no obligation to restore to the Fund any Incentive Fee previously earned and paid,notwithstanding a loss in a subsequent period.

The Advisor has the right, for such consideration as it deems appropriate, to reduce,rebate, waive or eliminate all or any part of the Incentive Fee chargeable to the Shares owned by anyholder, provided the same shall not have the effect of increasing such fee(s) borne by any other holder.

The Advisor may elect, prior to the beginning of any fiscal year, to defer payment of allor part of its Incentive Fee for such fiscal year for such period as is provided in the Investment AdvisoryAgreement. If the Advisor elects to make such a deferral, any such deferred amounts payable to theAdvisor shall be treated, and the amounts eventually payable at the end of such deferred period(s) shall bedetermined, as if such deferred amounts had been invested in Shares (or, if elected alternatively, in U.S.Treasury obligations or other permitted investments). Any such deferred amounts and any earningsthereon shall be treated as an unsecured liability of the Fund and shall be due and payable upon expirationof the deferral period.

All incentive allocations and management fees attributable to the Fund's investment inthe Partnership, have been waived by the Advisor. Furthennore, if the Fund invests in another investmentvehicle managed by the Advisor or its affiliates, such vehicle will be required to waive any and all

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incentive allocations/fees and management fees payable to the Advisor or such affiliates which wouldotherwise be chargeable to the Fund.

Service Company and Administrator's Fees

For its services, and the payment of certain costs and expenses (as described above), theService Company and Administrator receives a monthly fee, from the Master Fund, at the rate of0.00625% (0.25%per annum) of the net asset value of the Master Fund (calculated at the beginning ofeach calendar quarter). A ratable portion of such fees are borne indirectly by the Fund as an investor inthe Master Fund.

The Service Company and Administrator is affiliated with the Chief Financial Officer ofCollins Capital. See "Management of the Fund —Service Company and Administrator".

Operating Expenses

The Fund bears all of its own operating costs, including the Management Fee andIncentive Fee payable to the Advisor; fees of the Registered Agent; fees of outside directors; anyapplicable taxes; the interest expense of borrowings, if any; accounting fees of the Fund's independentauditors; fees and expenses of counsel to the Fund; registration and custodian fees; and the cost ofpreparation and distribution of reports and statements to shareholders.

In addition, the Fund indirectly bears its ratable portion of the costs and expenses of thePartnership, the Master Fund and the Portfolio Funds, including, but not limited to (i) all management andincentive fees and other fees and charges of Managers; (ii) all trading expenses and transaction costs,including brokerage commissions and expenses relating to short sales, clearing and settlement charges,interest on loans and debit balances, margin interest, broker service fees and other clearing and custodialexpenses; (iii) the fees of the Service Company and Administrator described above; (iv) fees of any otherthird parties retained by the Master Fund and the Partnership; and (v) the Master Fund's and thePartnership's own operating expenses, including accounting, bookkeeping, auditing and legal expenses.

Collins Capital does not charge the Master Fund any management fees or othercompensation for its advisory and management services. Such compensation is paid solely by the MasterFund's "feeder funds" (such as the Incentive Fee and Management Fee payable by the Fund) and mayvary among such feeder funds.

Organizational Expenses

The organization and formation expenses of the Fund were paid and expensed by theFund during its first year of operations.

OFFERING OF SHARES

Shares are offered for purchase as of the first business day of each month (or at suchother dates, in the discretion of the Fund), at a per share offering price equal to the Net Asset Value perShare of the appropriate class as of the close of business on the previous business day, determined withoutdeduction for any Incentive Fee accruing at or prior to the subscription date. Shares of each class will beoffered in a separate series for each purchase date, for purposes of accruing the Incentive Fee and/or theManagement Fee applicable to such Shares (or for other purposes in the Fund's discretion). See"Determination of Net Asset Value Per Share".

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The minimum initial investment by a shareholder is U.S. $1,000,000, or the equivalentamount in the relevant currency of the applicable Non-U.S. Dollar Denominated Share class, whichminimum amount may be waived at the discretion of the Fund; provided, that the initial investment inrespect of the majority of each of the investors is not less than U.S.$100,000 or its equivalent in therelevant currency. An existing Shareholder may purchase additional Shares as of the first business day ofany month (or at other times in the discretion of the Fund) in a minimum amount of U.S. $100,000, or theequivalent amount in the relevant currency of the applicable Non-U.S. Dollar Denominated Share class(unless waived by the Fund). The Directors, in consultation with the Advisor (as defined below), maydetermine, at any time, to limit subscriptions for the Non-U.S. Dollar Denominated Shares.

REDEMPTION OF SHARES

A holder of Shares shall have the right to redeem all or any part of such Shares, as of thelast business day of any calendar quarter, commencing with the first such day at least twelve monthsfollowing the date of such holder's initial purchase of Shares (a "Redemption Date"), at a redemptionprice per share (the "Redemption Price") equal to the Net Asset Value Per Share of the series of Sharesbeing redeemed as of the close of business on the Redemption Date. The Fund may permit redemptionson other dates but in the sole discretion of the Fund or the Advisor. The Redemption Price shall reflectthe accrual and deduction (in addition to customary expense accruals in determining Net Asset Value) ofan Incentive Fee calculated with respect to the redeemed Shares as if the Redemption Date were the endof a fiscal year.

In order to redeem Shares a holder must deliver a written redemption request, specifyingthe desired permitted Redemption Date and the amount of Shares to be redeemed, to the Fund c/o theAdvisor (at its principal office set forth on the cover page of this Memorandum) not less than seventy-five(75) days prior to such redemption date (unless the Fund, in its sole discretion, permits lesser notice),together with the share certificate(s) (if issued to the shareholder) representing the Shares to be redeemed.No partial withdrawal request will be accepted unless the holder has a remaining investment of at least$250,000 in the Fund (or, if applicable, the equivalent Non-U.S. Dollar currency), unless waived by theFund. If a shareholder had acquired Shares at different times and is withdrawing only in part, it shall beconsidered that the earliest acquired Shares are being redeemed first, unless otherwise expressly specifiedby the holder.

Payment of the Redemption Price shall be made by the Fund to the redeeming holderwithin forty-five (45) days of the Redemption Date (subject to the Fund's right to suspend or delayredemptions under certain circumstances, as referred to below), except that in the case of a redemption ofover 90% of the Shares owned by a holder, the Fund will have the right, in its discretion, to withholdpayment of up to 10% of the Redemption Price pending completion of the Fund's audited financialstatements for the fiscal year in which the redemption occurs, which withheld amount shall be payablewithin thirty (30) days following the delivery of such audited financial statements.

The Redemption Price with respect to U.S. Dollar Shares will be paid in U.S. dollars. Inthe case of Non-U.S. Dollar Shares, the Redemption Price will be paid in the applicable Non-U.S. Dollarcurrency. However, in circumstances where an in-kind payment is deemed appropriate in the discretionof the Advisor (such as where liquidation of interests in Portfolio Funds would be restricted or untimely),the Fund may deliver interests in one or more Portfolio Funds (or other assets of the Fund), valued in thesame manner as for purposes of determining Net Asset Value, in lieu of all or part of such cash payment.No redemption penalty or administrative fee shall be charged for a redemption as of any regular quarterlyRedemption Date and on the requisite notice to the Fund. The Fund reserves the right, however, to charge

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such a fee or penalty in the case of any other redemption permitted by the Fund or the Advisor asprovided above.

Shares are subject to mandatory redemption at any time at the Net Asset Value Per Sharewhenever the Fund has reason to believe that a shareholder is no longer eligible to hold them or for anyother reason in the discretion of the Directors of the Fund deemed to be in the best interests of the Fund orits shareholders. See "Description of Shares". The Fund also has the right to suspend redemptions undercertain circumstances. See "Determination of Net Asset Value Per Share — Suspension of Net Asset ValueCalculations and Redemptions".

DETERMINATION OF NET ASSET VALUE PER SHARE

General

The Service Company and Administrator calculates the value of the assets of the Fund inU.S. dollars as of the last business day of each month and any other valuation date.

For purposes of such determination, "Net Assets" of the Fund shall mean the total valueof the Fund's assets, reduced by the amount of all liabilities (whether accrued or contingent) determinedas of the valuation date with certain adjustments as set forth herein. The Net Asset Value Per Share ofeach series of the U.S. Dollar Share class, the Euro Share class, the British Pound Share class and the YenShare class issued by the Fund is generally calculated first, by ascertaining the net asset value of theassets and liabilities of the Fund allocable to each class of Shares (which, in the case of Euro Shares,British Pound Shares and Yen Shares, includes the additional costs (if any) of hedging activities), second,by ascertaining the net asset value of the assets and liabilities of each class of Shares allocable to eachseries of Shares issued within that class (which generally involves the specific allocation of the IncentiveFees (or other class or series specific liabilities, if any) charged in relation to each series of Shares), andfinally, by dividing the net asset value of each series of Shares by the number of Shares of that series inissue on the relevant valuation date.

Following the end of each fiscal year of the Fund, Shares of the various outstandingseries of a class which have paid an Incentive Fee for such year (and which bear an identical rate ofIncentive Fee and Management Fee) will be deemed exchanged, at their respective Net Asset Values perShare, for Shares of a single series of such class.

The Fund's net asset value is calculated in U.S. Dollars as is the Net Asset Value PerShare for each series of the U.S. Dollar Share class. The Net Asset Value Per Share for each series ofEuro Shares, British Pound Shares and Yen Shares is calculated by utilizing the applicable Non-U.S.Dollar currency/U.S. Dollar currency Spot Rate, as of the close of business of the day immediatelypreceding the relevant valuation date. As each class and series of Shares established by the Fund has itsown Net Asset Value Per Share, investors should take into consideration the performance of Shares ofeach series held by them in the Fund in order to determine the overall performance of their investment inthe Fund.

In determining Net Asset Value Per Share, the value of assets of the Fund, consistingprimarily of limited partnership interests of the Partnership, are valued at their net asset value, determinedas provided in the limited partnership agreement of the Partnership. The Partnership, in-turn, values itsassets, consisting primarily of limited partnership interests of the Master Fund, at their net asset value,determined as provided in the limited partnership agreement of the Master Fund. Other assets are valuedas provided in the Fund's Articles of Association. In connection with each determination of the Net Asset

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Value Per Share, the Service Company and Administrator may consult with and is entitled to rely in goodfaith upon action of the Fund's Board of Directors, recommendations of the Advisor and financialstatements and information furnished by Portfolio Funds, their accountants, auditors and agents.

Substantially all of the assets of the Master Fund (other than cash) will consist of equityinterests in Portfolio.-Funds. Under the partnership agreement of the Master Fund, equity interests in eachPortfolio Fund are to be valued as provided in the constituent instruments of each Portfolio Fund. Forsuch purpose, the Service Company and Administrator and the Fund are entitled to rely conclusively uponfinancial statements and other information furnished by the Portfolio Funds without further verification orinvestigation. In determining the net asset value of partnership interests in the Master Fund, assets of theMaster Fund other than interests in Portfolio Funds, as well as all liabilities, are to be determined asprovided in the Master Fund's partnership agreement.

In no event and under no circumstances shall the directors or officers of the Fund, theAdvisor, the Service Company and Administrator, or their respective agents and employees, incur anyindividual liability or responsibility for any determination as to Net Asset Value Per Share or other actiontaken or omitted to be taken by them in connection therewith, so long as they act in good faith.

Suspension of Net Asset Value Calculations and Redemptions

The Fund may suspend or delay the redemption of Shares and/or the calculation of NetAsset Value Per Share during the following circumstances: (i) one or more U.S. or foreign stockexchanges or other markets on which a significant amount of the Fund's investments are listed or quotedand which constitute the primary markets for such investments, are closed for any reason other than thatof an ordinary holiday, or transactions at these exchanges are restricted or suspended; (ii) the existence ofa war, natural catastrophe or any like state of affairs which constitutes an emergency as a result of whichdisposal of securities by the Fund is not possible in an orderly manner; (iii) any means of communicationsnecessary to determine the price or value of any of the Fund's investments do not function; (iv) theredemption or withdrawal of funds from one or more Portfolio Funds is materially restricted, impaired orprecluded or any other transfer of funds involved in the realization or acquisition of any investments is, inthe judgment of the Board of Directors, not possible at normal rates of exchange; (v) in the event of apassing of a resolution to wind up the Fund or of the filing of a petition to wind up the Fund; or (vi) theredemption would result in a violation of any provision of law. The Fund shall take all reasonablemeasures to notify the Fund's shareholders of any such suspension of redemptions.

DESCRIPTION OF SHARES

General

The Fund has an authorized share capital of US$250,000 divided into 25,000,000 Sharesof par value US$0.01 each. As of the date of this Memorandum, the Board has divided the shares of theCompany into five classes each of which may be offered in separate series, as follows: (i) 11,200,000Class A U.S. Dollar-denominated shares, issuable in up to twenty (20) series, consisting of 3,600,000shares of series one and 400,000 shares of each of series two through and including series twenty (the"U.S. Dollar Shares"); (ii) 3,160,000 Class B U.S. Dollar-denominated non-voting shares, issuable in upto twenty (20) series, consisting of 500,000 shares of series one and 140,000 shares of each of series twothrough and including series twenty (the "Non-Voting Common Shares"); (iii) 3,160,000 Class C Euro-denominated shares, issuable in up to twenty (20) series, consisting of 500,000 shares of series one and140,000 shares of each of series two through and including series twenty (the "Buro Shares"); (iv)4,320,000 Class D British Pound-denominated shares issuable in up to twenty (20) series, consisting of

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520,000 shares of series one and 200,000 shares of each of series two through and including series twenty(the "British Pound Shares"); and (v) 3,160,000 Class E Yen-denominated shares, issuable in up totwenty (20) series, consisting of 500,000 shares of series one and 140,000 shares of each of series twothrough and including series twenty (the "Yen Shares", and together with the Euro Shares and the BritishPound Shares, the "Non-U.S. Dollar Denominated Shares").

The purpose of issuing Shares in separate series is to equitably reflect any differingIncentive Fees and/or Management Fees attributable to Shares of each series (whether by reason ofdiffering issue dates during the fiscal year, any agreed reduction or waiver of such Fees or otherwise).The Fund may issue additional series if needed in connection with additional issuance dates or for otherreasons.

One or more outstanding series of Shares may be further subdivided for purposes ofcomplying with any applicable regulatory provisions affecting the allocation of profits relating tounderwritten "new issues" to shareholders of the Fund. See "--New Issues Account and Related Series"below.

If at the end of a particular fiscal year any series of Shares of a class other than series oneShares of such class shall be outstanding which is subject to an Incentive Fee for such year and bears anIncentive Fee (and Management Fee) at the same rate as the series one Shares, such other series of Sharesshall be converted automatically immediately after the close of business on the last day of such fiscal yearinto series one Shares of the appropriate class (or other series as the Directors may determine in the eventthe series one Shares are below their Prior High NAV), on the basis of the relative Net Asset Value PerShare of the particular series being converted and of the series one Shares (or other such series).However, no such conversion will occur while any loss carryforward attributable to the Shares beingconverted, or to the series one Shares (or such other series), remains outstanding. Such conversion will bedeemed effected by the Fund acquiring the Shares to be converted from the holder of such Shares andapplying the proceeds of such acquisition to purchase series one Shares in the relevant class, without anyrequired action on the part of such holder. Shares of the series so converted shall revert to the status ofauthorized and unissued shares and may be reissued.

By subscribing for Shares, a subscriber shall be deemed to have irrevocably authorizedand directed the Fund to convert such Shares (if not previously redeemed) into Shares of a single seriesfrom time to time as hereinabove provided. Other than such automatic conversions, there are noconversion or pre-emptive rights in connection with any Shares. All Shares of the Fund, when dulyissued and paid for as provided in the Memorandum and Articles of Association of the Fund, will bedeemed fully paid and nonassessable.

The net profits or net losses of the Fund for any fiscal period will be allocated to theShares and to each respective class and series thereof in accordance with their relative Net Asset Valuesat the end of each fiscal period. Each series of each class of Shares shall have equal dividend, distributionand liquidation rights with other Shares of the same series of such class, with Shares of different serieshaving dividend, distribution and liquidation rights in proportion to their relative Net Asset Values.

New Issues and Other Accounts; Related Series

Under Rule 2790 (the "New Issue Rule") of the Conduct Rules of the U.S. NationalAssociation of Securities Dealers, Inc. (the "NASD"), individuals who are associated with broker-dealers,senior officers of banks, insurance companies, investment companies or investment advisors, or otherpersons who otherwise may influence the purchase or selling of securities for an institutional account(including investment partnerships) are "restricted persons" who are generally prohibited from purchasing

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in the underwritten public offering of any "new issues," i.e., all underwritten initial public offerings ofcommon equity, with certain exceptions. In the case of an investment vehicle such as the Fund, however,restricted persons may participate in profits and losses from new issues, provided that the allocationthereof to restricted persons does not exceed 10% of the overall participation therein by the Fund.

One or more Portfolio Funds may acquire from time to time Securities which are "newissues" ("New Issues"), within the meaning of the New Issue Rule. For purposes of such Rule, the Fundand its shareholders may be deemed to beneficially own indirectly a portion of such New Issues. In orderto comply with the requirements of the New Issue Rule, if and to the extent indirectly applicable to theFund or any of its shareholders, the Board of Directors shall have the power and authority to establish a"new issues account" on the books of the Fund, to which there shall be allocated all costs, expenses,profits, gains, income, and losses attributable to Securities which are "new issues" ("New Issues"), withinthe meaning of the New Issue Rule. In order to implement the New Issues Account and to comply withthe New Issue Rule, the Board of Directors of the Fund shall have the further power and authority to (i)issue, and/or subdivide, each series of Shares of the Fund into two series, to be denominated Series A andSeries B; (ii) make effective provision whereby the Series A Shares shall be held solely by Persons whoare not "restricted persons," within the meaning of the New Issue Rule; (iii) allocate all items of cost,expense, profit, income, gain and expense ("New Issue Items") from the New Issues Account and theSecurities held therein, solely to the holders of the Series A Shares, provided, however, that the holders ofSeries B Shares may participate in the allocation of New Issue Items not to exceed the maximum extent of10% of any such Item, or such other maximum percentage as shall then be permitted by the New IssueRule; (iv) provide for the debiting and crediting of such sums, as between the Series A and Series BShares, if any, as may be deemed equitable by the Directors to reflect the benefit of use of funds topurchase New Issues; and (v) take such other action as may be deemed necessary or appropriate tocomply with the New Issue Rule. Shareholders will be required to represent as to their status under theNew Issue Rule in the Fund's Subscription Agreement and Revocable Proxy. A shareholder's eligibilityto participate in New Issue Items shall be determined exclusively by the Fund.

In light of the complexity of applying the New Issue Rule with regard to the PortfolioFunds, or other considerations, the Board of Directors of the Fund will have the discretion to determinenot to permit any Shareholders to participate in New Issues or to take other action not inconsistent withthe New Issue Rule.

Voting Rights

The holders of Shares (other than the Non-Voting Shares) will be entitled to receivenotice of, and to attend and vote at, meetings of the Fund's shareholders. Matters submitted to a vote ofshareholders shall be approved by the affirmative vote of the holders of a majority of Shares voting on thematter except that, among other matters, (i) the removal of a director by shareholders must be approvedby the affirmative vote of the holders of at least two-thirds of the issued and outstanding Shares; (ii) theInvestment Advisory Agreement, and any other investment advisory or management agreement enteredinto by the Fund, may be terminated by the Fund (other than on a regular annual renewal date) only withthe approval of the Board of Directors and the holders of at least seventy-five percent (75%) of the issuedand outstanding Shares; and (iii) amendments to the Memorandum and Articles of Association of theFund must be approved by the affirmative vote of the holders of at least a majority of the then issued andoutstanding Shares (except for certain amendments which require a greater affirmative vote).

Any person desiring to subscribe for Shares shall give, at the time of and as part of hissubscription, a revocable proxy to the Agent of the Fund to vote his Shares on his behalf at any meetingof shareholders except with respect to (i) an amendment of the Articles or Memorandum of Association,(ii) the merger or consolidation of the Fund with another corporation or (iii) an amendment to or

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termination of the Investment Advisory Agreement. Such proxy may be revoked at any time upon noticeto the Agent. The form of revocable proxy is included in the Subscription Agreement that accompaniesthis Memorandum as Appendix A.

Issuance of Non-Voting Shares

Under the Memorandum of Association and Articles of Association of the Fund, theFund's Board of Directors will have the right to issue, at the request of any holder or prospective holder,Shares that are otherwise identical in rights to comparable other Shares but the voting rights of which willbe limited solely to certain extraordinary events, such as a liquidation of the Fund. Non-Voting Shareswill be issued, in general, to one or more holders whose ownership of voting securities in entities such asthe Fund may be precluded or limited under regulatory restrictions or for other reasons. Holders of Non-Voting Shares will generally have the right to convert such Non-Voting Shares to Shares with votingrights at such time or times as such holders or their transferees shall be permitted to own voting Shares.

Shares in Book Entry Form

Unless a holder requests a share certificate, Shares will be registered on the books of theFund and held in book-entry form. Share certificates will be issued to shareholders only upon writtenrequest. Shares for which a certificate has been issued may be redeemed only after the Fund, as transferagent for the Shares, receives the certificate, duly executed for transfer or with an executed stock powerattached, and proper payment instructions duly signed. In light of the above, shareholders may wish toconsider the same before requesting certificates.

Liquidation and Dissolution

The Fund is formed for an unlimited period. However, it may be dissolved andliquidated at any time upon a resolution adopted by the holders of at least seventy-five percent (75%) ofthe issued and outstanding Shares.

The Advisor or other appointed liquidator shall, upon the dissolution of the Fund,endeavor to realize the Fund assets in the best interests of the shareholders and, upon instructions givenby the Advisor or liquidator, as the case may be, the Fund shall distribute the net liquidation proceeds tothe shareholders pro rata in proportion to the number of Shares held by each of them, after deduction ofliquidation fees and expenses, all subject to and in accordance with applicable law.

Restrictions on Ownership and Transfer

In general, no Shares may be owned by anyone who is or who subsequently becomes aU.S. Person, except for Qualified U.S. Tax-Exempt Entities. For this purpose, a U.S. Person and aQualified U.S. Tax-Exempt Entity are defined in "Introduction. " In addition, Qualified U.S. Tax-ExemptEntities which are Benefit Plan Investors will be further limited to owning less than 25% of theoutstanding Shares. For the definition of a Benefit Plan Investor, see "ERISA Considerations" below.The Shares have not been registered under the Securities Act nor has the Fund been registered under theInvestment Company Act, in reliance upon exemptions from such registration. Except in a transactionwhich does not violate such Acts, the Shares may not be offered or sold directly or indirectly in theUnited States of America or any of its territories or possessions or areas subject to its jurisdiction.

The Memorandum and Articles of Association of the Fund provides, in substance, thatthe Fund may refuse to issue or transfer Shares if (i) the transferor and/or the transferee does not providethe Fund with the documentation requested for the transfer; (ii) the transferee is a U. S. Person who is not

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a Qualified U.S. Tax-Exempt Entity; (iii) such transfer would result in Benefit Plan Investors holding inthe aggregate 25% or more of the outstanding Shares; (iv) such transfer would require the Fund to registerunder the Investment Company Act or to register the Shares under the Securities Act, or to register or takeother action under the laws of any other jurisdiction deemed unduly burdensome by the Board ofDirectors of the Fund; (v) the transferee would not qualify as a "professional investor" under the FundsAct; or (vi) the ownership of the Shares by the intended transferee would be unlawful or may be deemedharmful or injurious, in the sole discretion of the Board of Directors of the Fund, to the business orreputation of the Fund or the Advisor.

CERTAIN TAX CONSIDERATIONS

General

The following is a general discussion of certain of the anticipated U.S. federal income taxand British Virgin Islands income tax consequences of (i) the Fund's purchase, ownership and dispositionof securities in U.S. corporations and (ii) an investor's purchase, ownership and disposition of Shares inthe Fund. The discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the"Code"), and other laws, regulations, rulings and decisions now in effect, all of which are subject tochange or possibly different interpretations. Moreover, the U.S. Congress has considered from time totime various major federal income tax legislative proposals, including some that, if passed, could changesubstantially a number of the significant Code provisions discussed below. Prospective shareholderssubject to U.S. tax, together with their tax advisors, should familiarize themselves with relevant aspects ofsuch legislation.

The discussion below is a summary only does not purport to be complete and does notdeal with the U.S. federal and the British Virgin Islands tax consequences applicable to all categories ofinvestors, some of which may be subject to special rules (including, without limitation, financialinstitutions, broker-dealers, and insurance companies); nor does this discussion cover tax considerationsof countries other than the U.S. and the British Virgin Islands or U.S. state or local income or other taxconsiderations. The discussion assumes that any investors who purchase Shares in the Fund will holdsuch shares as capital assets. In addition, the discussion assumes that no U.S. Person, other thanQualified U.S. Tax-Exempt Entities, will own Shares of the Fund. The discussion below should not berelied upon for the purposes of avoiding penalties that may be imposed by the U.S. Internal RevenueService (the "IRS") or any state or local tax authority. Investors are strongly encouraged to consulttheir own tax advisors in determining the tax consequences to them of the purchase, ownership anddisposition of the Fund's Shares and tax considerations, tax elections and possible informational taxreporting requirements affecting their investment in the Fund.

No British Virgin Islands Tax on the Fund

The Fund will not be required to pay any income taxes under the British Virgin IslandsIncome Tax Act. Furthermore, Shareholders of the Fund will not be required to pay any British VirginIslands income taxes or capital gains taxes on payments received from the Fund. Capital gains realizedwith respect to any Shares of the Fund will be exempt from income tax in the British Virgin Islands andthere are no estate, inheritance, succession or gift taxes payable in the British Virgin Islands with respectto any shares of the Fund. The Fund will only be liable to pay payroll tax in the British Virgin Islands onany payments made to any employees or directors who are resident in the British Virgin Islands. TheFund will be obligated to pay an annual registration fee as a BVI business company, currently $1,100, aswell as an annual fee, currently $350, relating to its recognition as a "professional fund" under the FundsAct.

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U.S. Federal Income Tax Treatment of the Fund

The Fund should be treated as a corporation for U.S. federal income tax purposes. TheMaster Fund will be treated as a partnership for U.S. federal income tax purposes. Consequently, for suchpurposes the Fund will be required to take into account its distributive share of all items of the MasterFund's income, gain, loss, deduction and credit, whether or not distributed. As a partnership the MasterFund will not be subject to U.S. federal income tax at the entity level.

However, the Fund should not be subject to U.S. corporate income tax on either long orshort-term capital gains from the sale or other dispositions of stock or securities, provided that (i) the gainis not from the sale of stock or securities in "United States real property holding corporations" and (ii) theFund is not considered engaged in a trade or business in the United States. A "United States real propertyholding corporation" is a corporation which at any time during an applicable measurement period held"United States real property interests" constituting 50% or more in fair market value of its total realproperty interests and other assets held for use in a trade or business. However, gain from the sale of aclass of stock in any United States real property holding corporation which is regularly traded on anestablished securities market is taxable only if the seller holds or has held, directly or indirectly, morethan 5% of such class of stock.

With respect to the Fund's being engaged in a trade or business in the U.S., the Codeprovides that trading in stock or securities does not constitute engaging in a trade or business in the U.S.,provided that the entity is not a dealer in stocks or securities. A "dealer in stocks or securities" for thispurpose is a person engaged in the regular business of buying and selling securities to its customers. TheFund believes that the investment and other activities of the Fund and the Master Fund generally will notconstitute being engaged in a trade or business within the United States, and the Fund takes the positionthat it is not so engaged. Accordingly, the Fund expects that its income (including its distributive share ofincome of the Master Fund) will not be subject to U.S. federal income tax on a net basis.

Notwithstanding the foregoing, there can be no absolute assurance that the IRS will nottake the position that the Fund is engaged in a trade or business in the U.S. If the IRS were to take thisposition and it were to be sustained by the courts, then the Fund would be subject to U.S. federal incometax on all or a portion of its net income (including capital gains) at prevailing rates and possibly anadditional branch profits tax on its earnings and profits. Moreover, the Fund would be required to file aU.S. federal income tax return within 18 months of its due date in order to obtain the benefit of anydeductions (including capital losses) from its gross income.

Assuming the Fund is not considered engaged in a trade or business in the U.S., the Fundwill, nonetheless, be subject to withholding at the source on account of U.S. income taxes on dividendsand non-portfolio interest received by it from U.S. sources, currently at a rate of 30% of the gross amountthereof. In general, no U.S. income tax will be withheld or payable on "portfolio interest" received by theFund from U.S. sources. It is expected that substantially all interest income of the Master Fund and theFund will qualify as "portfolio interest" subject to such exclusion from tax withholding. If interest on adebt obligation qualifies as portfolio interest, any portion of the gain from sale of a security deemed to beoriginal issue discount or market discount will also be excluded from U.S. tax.

Non-U.S. Persons will not be subject to U.S. income (and withholding) tax in respect ofdistributions or redemptions from the Fund with respect to their Shares, provided the Fund is not treatedas engaged in business in the U.S. Non-U.S. Persons will not be subject to U.S. federal income tax orU.S. withholding tax on any gain recognized on the sale or other transfer of Shares. In addition, a non-U.S. Person should not be subject to any U.S. federal estate, inheritance or gift taxes as a result of thetransfer of Shares by way of gift or upon death.

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In the case of Shares held in the United States by custodian or nominee for a non-U.S.Person, U.S. federal backup withholding taxes may apply unless such shareholder properly certifies as toits non-U.S. status or otherwise establishes an exemption from backup withholding.

Other Taxes

The Fund, through the Master Fund, invests all or a portion of its assets in PortfolioFunds. Such Portfolio Funds or its investors, such as the Fund, may be subject to taxation in one or morejurisdictions, including jurisdictions of their domicile and/or jurisdictions in which portfolio investmentsare located.

Investors interested in purchasing Shares should inform themselves as to any income taxor other tax consequences arising in their countries on the purchase, holding or disposition of such Shares.In addition, such countries may have relevant foreign exchange or other legal restrictions which should bereviewed before investing.

Investment by U.S. Tax-Exempt Entities

Before investing in the Fund, a Qualified U.S. Tax-Exempt Entity ("Exempt Investor")should consider the special income tax rules applicable to it. The following discussion relates solely tothe federal income tax consequences to an Exempt Investor and does not address state or local income taxmatters.

Exempt Investors are subject to federal income tax with respect to any "unrelatedbusiness taxable income" ("UBTI"), determined in accordance with Sections 511 through 514 of theCode, and are required to file federal income tax returns if they have gross UBTI in excess of $1,000,whether or not any tax is actually due. UBTI includes income derived from an unrelated trade or businesscarried on by a tax-exempt entity or by a partnership of which the entity is a member. Dividends andgains on sale of assets held for investment are generally not included in UBTI. Accordingly, gains andincome with respect to the Shares held by Exempt Investors would not normally be UBTI.

However, under these Code provisions any gain or income earned from "debt financed"property is treated as income from an un related business in the proportion in which the property isfinanced with debt, even if the income otherwise would have been excluded. Thus, if an Exempt Investorincurs debt to acquire its Shares (such as margin borrowing), the income such Exempt Investor derivesfrom the Fund (such as dividends and gains on the sale or redemption of Shares) will be UBTI.Accordingly, an investment in the Fund may result in UBTI for an Exempt Investor that purchases Sharesthrough the use of borrowed funds. Any potential investor which is an Exempt Investor is urged toconsult its own tax advisors in this regard.

The incurrence by a partnership of debt to purchase securities, or other property,generally results in such securities or other property being treated as "debt financed property" to suchextent and accordingly gives rise to the ratable incurrence of UBTL Since the Fund is organized as acorporation, however, the foregoing principle does not apply. Therefore, under current law ExemptInvestors will not incur UBTI solely by reason of any use by the Fund (or indirectly, by the Master Fundor a Portfolio Fund) of leverage or other forins of borrowing in their respective investment activities. Itshould be noted that legislation has previously been proposed in the U.S. Congress which if re-proposedand enacted would change this result. Under this legislation, dividends from foreign corporations wouldbe treated as UBTI in the same proportion that the earnings and profits of the foreign corporation wouldbe so treated if received directly by the recipient tax-exempt entity. Comparable U.S. tax legislationcould be passed in the future.

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It should be noted that notwithstanding their tax-exempt status, Exempt Investors willbear indirectly their ratable share of any U.S. withholding tax imposed on the Fund as to dividends andnon-portfolio interest from U.S. sources, as discussed above, as well as possibly other withholding taxesor taxation at the source imposed by other jurisdictions upon the Master Fund or one or more PortfolioFunds.

Sponsors of tax qualified pension and profit-sharing plans that desire to invest plan assetsin the Fund should keep in mind the requirement that the related trust must have been created ororganized in the U.S. and maintained at all times as a U.S. domestic trust. Plan sponsors must furtherassure that the trust related to the pension or profit-sharing plans allow for investments in the Fund andthat the trustees maintain total control over plan assets in order to satisfy the domestic trust requirement.

Any U.S. Person, including an Exempt Investor, which owns 10% or more of theoutstanding Shares of the Fund, and possibly other holders of Shares, will be required to file aninformation return, and possibly other returns, with the IRS.

Congress has enacted tax provisions relating to "reportable transactions." If applicable tothe Fund (or any transaction undertaken by the Fund), these provisions may require shareholders that fileU.S. federal income tax returns to disclose to the IRS information relating to the Fund, and to retaincertain documents and other records related thereto. Such provisions may apply to certain ExemptInvestors. Although the Fund does not believe that the subscription for shares in the Fund is a reportabletransaction, there can be no assurance that the IRS will not take a contrary position. In addition, there canbe no assurance that Shares in the Fund will not become a reportable transaction for Shareholders in thefuture. The recently enacted legislation imposes substantial penalties on taxpayers and advisers who failto comply with these provisions, including, but not limited to, the possible imposition of an excise tax oncertain Exempt Investors. Exempt Investors are strongly encouraged to consult their tax advisors withrespect to this matter.

The Code provisions and related regulations applicable to ownership of shares of foreigncorporations, and other business interests, by Exempt Investors can be complex and in some casesuncertain. Any Exempt Investor contemplating an investment in the Fund should review the potentialconsequences of the same with its tax advisors.

ERISA CONSIDERATIONS

Prudence, Diversification and Prohibited Transactions

To the extent applicable, each prospective Qualified U.S. Tax-Exempt Entity which is an"Employee Benefit Plan," including defined benefit plans, profit-sharing plans and other plans within thescope of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended("ERISA"), should consider whether an investment in Shares (1) satisfies the diversification requirementsof Section 404(a)(1)(C) of ERISA and (2) is prudent in accordance with the requirements of Section404(a)(1)(B) of ERISA and the regulations promulgated thereunder, keeping in mind, among otherfactors, the relatively illiquid nature of the proposed investment. In addition, Employee Benefit Plans, aswell as individual retirement accounts ("IRAs") and certain other retirement plans qualified under theCode, should consider whether (i) the investment is a prohibited transaction under Section 406 of ERISAand/or Code Section 4975, and (ii) the investment will generate "unrelated business taxable income", asdescribed above under "Certain Tax Considerations — Investment by U.S. Tax-Exempt Entities".

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Annual Evaluation

To enable fiduciaries of plans subject to annual reporting requirements under ERISA tofile reports as they relate to an investment in Shares and to enable an IRA trustee or custodian to reportannually the value of IRA investments in the Shares, such fiduciaries, trustees and custodians will befurnished with statements of the fair market value of their Shares within a reasonable period after theclose of each year. There can be no assurance (a) that such value could or will actually be realized uponliquidation (in part because statements of value do not necessarily indicate the price at which assets couldbe sold and because no attempt will be made to estimate the expenses of selling any of such Shares) nor(b) that such investors could realize the estimated value if they were to attempt to sell their Sharesbecause no public market will exist for such Shares.

Plan Assets

ERISA generally requires that the assets of Employee Benefit Plans be held in trust andthat the trustees or a duly authorized fiduciary (often, an "investment manager", within the meaning ofSection 3(38) of ERISA) have exclusive authority and discretion to manage and control assets of suchPlans. ERISA also imposes certain duties on persons who are fiduciaries of Employee Benefit Plans andprohibits certain transactions between Employee Benefit Plans and the fiduciaries of such plans. Underthe Code, similar prohibitions apply to all qualified plans, IRAs and certain Keogh plans which otherwisewould not be subject to ERISA.

If the assets of the Fund were deemed to be "plan assets" under ERISA, (i) the prudenceand other requirements of Title I of ERISA would apply to investments made by the Fund, (ii) theAdvisor and any additional investment advisors would be plan "fiduciaries" under ERISA with respect toEmployee Benefit Plans which acquire any Shares, and (iii) certain transactions of the Fund, or into whichthe Fund may seek to enter, might constitute "prohibited transactions" under ERISA and the Code. It isthe intention of the Advisor and the Fund not to permit Fund assets to be deemed "plan assets" underERISA by complying with the applicable regulations described below.

Under U.S. Department of Labor regulations defining the term "plan assets" (the "PlanAsset Regulations"), when "Benefit Plan Investors" (as defined below) have a "significant" interest in acommingled investment vehicle (such as the Fund), the underlying assets of such vehicle become "planassets", triggering ERISA requirements. The Plan Asset Regulations provide, in effect, that theinvestment by Benefit Plan Investors in an entity would not be deemed to be "significant" if less than25% of each class of equity interests in such entity (such as the Shares) is held by Benefit Plan Investors.For purposes of this 25% rule, the interest of the Advisor (other than in the capacity of an IRA or otherbenefit plan investor) will be disregarded.

On August 17, 2006, President Bush signed into law the Pension Protection Act of 2006(the "2006 Pension Act"), which amends numerous provisions of ERISA in key respects. Among suchamendments is a statutory change in the definition of "Benefit Plan Investor" from that set forth in thePlan Asset Regulations. As so amended, "Benefit Plan Investors" are limited to include solely: (i)Employee Benefit Plans subject to Title I of ERISA; (ii) IRAs and other retirement plans and accountssubject to Section 4975 of the Code; and (iii) any other entity whose underlying assets include "planassets" by reason of any Benefit Plan Investor's investment in such entity.

Non-Fiduciary Status of the Advisor

The Advisor currently intends to limit participation in the Fund by Benefit Plan Investorsto less than 25% of any class of Shares so as to qualify under such provisions of the Plan Asset

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Regulations, as amended. Accordingly, the assets of the Fund should not be deemed "plan assets" and theAdvisor should not be regarded as a "fiduciary" (within the meaning of ERISA) with respect to anyemployee benefit plans that are holders of the Shares.

Under ERISA and related regulations, even if the 25% limit under the Plan AssetRegulations is exceeded with respect to any class of Shares, the Advisor will not be deemed a "fiduciary"with respect to shareholders that are IRAs, certain owner-employee plans (such as Keogh plans) and otherspecified plans not subject to the ERISA fiduciary provisions, even if they are Benefit Plan Investors, solong as the Advisor and its affiliates are not trustees or other named fiduciaries under such accounts orplans. In such event, however, the capital accounts of such shareholders that are IRAs or certain othersuch plans will nonetheless be subject to the "prohibited transaction" restrictions in section 4975 of theCode.

Notwithstanding the foregoing, the Advisor, in its sole discretion, may allow the 25%limit to be exceeded with respect to any class of Shares, without the consent of the shareholders, whichwould subject the Fund to ERISA requirements.

REPORTS AND FINANCIAL STATEMENTS

The Fund will provide each shareholder with performance reports, not less frequentlythan quarterly, which will include Net Asset Value information and a performance summary.

As a matter of policy, the Advisor will require that each Portfolio Fund provide auditedannual financial statements to its investors, including the Master Fund. Audited financial statements ofthe Fund will be sent to all shareholders as promptly as practicable following the end of each fiscal yearof the Fund, which has been initially determined to be the year ending December 31. The Board ofDirectors of the Fund has the authority to change such fiscal year and to request financial statements as ofdifferent dates or periods.

The Advisor shall furnish such other reports to shareholders when an event occurs as towhich in its judgment shareholders should be informed.

SUBSCRIBING FOR SHARES

Subscriptions for Shares shall be made pursuant to the Subscription Agreement andRevocable Proxy in the form accompanying this Memorandum. All subscriptions must be irrevocable,must be made upon and subject to the terms and conditions of this Memorandum, and must specify thefollowing information:

(i) the class of Shares for which the subscription is submitted;

(ii) the total amount of the subscription in the applicable currency amount(which amount must meet the applicable minimum investment amounts set forth under"Offering of Shares" herein, unless waived by the Fund);

(iii) the name and address of the subscriber and, if appropriate, the name andtitle of the person making the subscription on the subscriber's behalf, and

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(iv) the name of the financial institution wiring the subscription payment andthe account at such institution being debited.

Subscription Agreements should be sent by facsimile, followed by delivery of theexecuted original copy by mail or overnight courier, to such address as is provided in such Agreements.Simultaneously with each subscription, the subscriber must pay the full amount of the subscriptionamount, by wire transfer in U.S. dollars, via Fed wire or S.W.I.F.T, pursuant to wire transfer instructionsthat will be provided by the Advisor and/or the Service Company and Administrator upon request.

The Subscription Agreement contains certain representations and warranties, includingthe following: (i) the subscriber understands the objectives of the Fund and the risks of his investment; (ii)no person other than the subscriber has or shall have any interest in the Shares subscribed for (if thesubscriber is acting in a fiduciary or other representative capacity, it alternatively represents that it ispurchasing the Shares on behalf of an eligible person); (iii) the subscriber acknowledges the limitationson transfer of the Shares; and (iv) the subscriber meets the Standards of Suitability set forth in"Introduction" and in the Subscription Agreement, and, if a U.S. Person, it further represents that it is aQualified U.S. Tax-Exempt Entity and an accredited investor; (v) the subscriber represents it is a qualifiedeligible person and a qualified purchaser; and (vi) the subscriber consents to be treated as a "professionalinvestor" within the meaning of the Funds Act.

The Fund's subscription agreements also contain representations from each subscriberintended to assure compliance with various anti-terrorist and anti-money laundering laws and regulations,including the U.S. PATRIOT Act. Subscribers should review carefully the terms of such representations.The Fund has the right to refuse to accept a subscription from, or to require the redemption of Shares by,any person who fails to satisfy the Fund's and the Service Company and Administrator's anti-terrorist andanti-money laundering procedures.

All subscriptions are subject to acceptance by the Fund, in its absolute discretion. TheDirectors, in consultation with the Advisor, may determine, at any time, to limit subscriptions for theNon-U.S. Dollar Denominated Shares.

The Advisor may pay, but only in its discretion, to certain parties which introduceinvestors for the Fund compensation on a negotiated basis, payable from a portion of the Advisor'sIncentive Fee and/or Management Fee, based upon the assets attributable to such subscriber. Suchcompensation will not decrease such subscriber's investment or increase any expense att ributable to theFund or any subscriber. The Fund may also compensate certain introducing parties by deducting suchpayment from the subscription funds remitted by the introduced investors, but only pursuant to writtenagreements with such investors in form acceptable to the Fund.

ANTI-MONEY LAUNDERING LAWS AND PROCEDURES

General

Measures aimed toward the prevention of money laundering may require a subscriber forShares to verify his identity to the Fund or the source of his subscription funds. This obligation isabsolute unless (i) the application is made via a recognized financial intermediary (subject to certainlimitations) or (ii) the subscriber makes the application payment from an account held in such asubscriber's name at a recognized financial institution. These exceptions will only apply if such financialinstitution or intermediary is within a country recognized as having equivalent anti-money launderingregulations. By way of example, an individual will be required to produce a copy of a passport or

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identification card duly certified by a public authority such as a notary public, the police or theambassador in his country of residence, together with evidence of his address such as a utility bill or bankstatement. In the case of corporate applicants, this will require production of a certified copy of thecharter documents or comparable instruments and the names and addresses of all directors and/orbeneficial owners. The Fund reserves the right to request such documentation as is necessary to verify theidentity of any subscriber. This may result in Shares being issued on a date subsequent to the issuancedate on which the subscriber desired to have Shares issued to him.

United States

As a result of anti-money laundering legislation enacted by the U.S. federal government,and any future amendments to such legislation, the Advisor and/or the Fund may be required to establishan anti-money laundering program which, among other things, may require the Advisor and/or the Fund,as applicable, to take measures to verify the identities of existing and prospective Fund shareholders andto identify the source of funds invested in the Fund. In the event that the Advisor or the Fund determines,in its discretion, that verification of identity of an existing or prospective shareholder or identification ofthe source of funds is required, the applicable shareholder will be required to provide the Fund with allrequested information and documentation.

The Advisor, the Service Company and Administrator and the Fund each reserves theright to request any documentation and information that is deemed by it to be necessary in order for it tocomply with applicable anti-money laundering laws and any anti-money laundering program establishedby it. This may result in Shares being issued on a date subsequent to the issuance date on which aninvestor initially wished to have Shares issued to him or her. Furthermore, the Fund may, in itsdiscretion, effect a mandatory redemption of a shareholder, or reject a subscription for Shares by aninvestor, in the event that the Advisor, the Service Company and Administrator or the Fund does notreceive satisfactory information or documentation, or if the Advisor, the Service Company andAdministrator or the Fund believes that it would be a violation of applicable anti-money laundering lawsor an established anti-money laundering program for such person to remain a shareholder or be admittedto the Fund, as applicable.

It is further acknowledged that the Service Company and Administrator, in theperformance of its delegated duties, shall be held harmless by the subscriber against any loss arising as aresult of a failure to process the subscription if such information as has been requested by the ServiceCompany and Administrator has not been provided by the applicant.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents of the Fund may be inspected during usual businesshours on any business day at the respective offices of (i) the Fund, c/o Bison Financial Services Limited,Bison Court, Road Town, Tortola, British Virgin Islands; or (ii) the Advisor, at the address set forth onthe cover page of this Memorandum:

1. Memorandum and Articles of Association of the Fund.

2. Limited Partnership Agreement of the Partnership and Master Fund.

3. Investment Advisory Agreement between the Fund and the Advisor.

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Descriptions herein of certain terms of the above documents are summary in nature, donot purport to be complete. Reference is made to the copies of the documents themselves, available asaforesaid, for a complete statement of the terms thereof, which reference qualifies such descriptions.

Investors or their representatives may contact the Advisor to discuss the prospectiveoperations of the Fund or obtain other available information they may request concerning the Fund.

• ! 1

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APPENDIX A-ICOLLINS CAPITAL FUNDS

SUBSCRIPTION AGREEMENTFOR U.S. INVESTORS

Collins Capital Fundsc/o Monument Financial Services, LLC806 Douglas Road, Suite 570Coral Gables, FL 33134Telephone (305) 666-3319Facsimile (305) 666-3439

Dear Sirs:

We understand that Collins Capital Investments, LLC ("Collins Capital" or the"Advisor") acts as the investment advisor to the private investment funds listed in Section 1(a)below (the "Collins Capital Funds"). Common Shares in the each of the Collins Capital Funds(the "Shares") are described in and offered pursuant to an Explanatory Memorandum (each, a"Memorandum"). Collins Capital has furnished to the undersigned (the "Subscriber") a copy ofthe applicable Memorandum as to each of the Collins Capital Funds in which the Subscriber hasindicated an interest and is subscribing for pursuant to the terms of this Subscription Agreement.

1. Subscription.

(a) The Subscriber hereby subscribes and agrees to purchase, subject to theterms and conditions hereof and acceptance by the Funds, and effective as of the date thissubscription is so accepted by one or more of the Collins Capital Funds (the "Subscription Date"),that number of Shares of such Fund (or that number of Shares of a specific class of such Fund, ifapplicable), that may be purchased with the sum indicated below, representing the agreedsubscription amount. The Subscriber must complete all relevant sections of the SubscriptionAgreement. Failure to do so may result in delay of acceptance of a Subscriber's subscription untila properly completed Subscription Agreement has been received, processed and approved.

(b) The Subscriber is concurrently delivering payment (the "SubscriptionFunds") for the purchase of Shares in each of the Funds (as hereinafter defined) indicated below,by federal wire transfer of immediately available funds in the applicable currency, as follows:

Fund (check applicable box(es)): Amount of Subscription:

q Collins Capital Diversified Offshore Fund I, Ltd. U.S.$

q Collins Capital Diversified Offshore Fund 11, Ltd.

q Class A U.S. Dollar Denominated Shares U.S.$q Class B Non-Voting Shares U.S.$ q Class C Euro Denominated Shares €q Class D British Pound Denominated Shares £q Class E Yen Denominated Shares ¥

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q Collins Capital Low Volatility Performance Fund 11, Ltd.

q Class A U.S. Dollar Denominated Shares U.S.$q Class B Non-Voting Shares U.S.$q Class C Euro Denominated Shares €q Class D British Pound Denominated Shares £q Class E Yen Denominated Shares ¥

(Note: Each of the Collins Capital Funds has a minimum subscription amount of U.S.$1,000,000, or the equivalent amount in the relevant currency, unless a Fund expresslyagrees to permit a lesser amount.) Each of the Collins Capital Funds subscribed for above isreferred to herein as a "Fund".

(c) It is understood and agreed that this subscription is made subject to theterms and conditions contained in this Section 1 and that each Fund is to hold and dispose of theSubscription Funds and Subscription Agreement in accordance with the following: ;-

0) Each Fund shall have the right to accept or reject thissubscription, in its sole discretion.

(ii) Each Fund shall deposit the Subscription Funds in a Fund BankAccount with Northern Trust Company, separate and apart from the Advisor's own monies or themonies of any other person, firm or corporation, other than monies representing payment forsubscriptions for Fund Shares by other subscribers thereto. The Subscription Funds will be heldin trust for the purposes herein set forth and may not be transferred or used for any purposeexcept in accordance with the further provisions of this Section 1.

(iii). Should a Fund reject this subscription such Fund shall forthwiththereafter return the Subscription Funds, without abatement or interest, to the Subscriber.

(iv) Should a Fund accept this subscription, such Fund shall (i)register Shares of the respective Fund to the Subscriber in book-entry form pursuant to the termsof this Subscription Agreement and the Fund's Memorandum, as of the date of such acceptance;(ii) deliver and transfer 'the applicable amount of Subscription Funds to each Fund for investmentpursuant to the Memorandum; (iii) deliver the Subscription Agreement to each Fund; and (iv)cause each Fund to deliver to the Subscriber one counterpart each of this SubscriptionAgreement, accepted by a Fund.

2. Representations and Warranties. To induce the Funds to accept theSubscription, and recognizing its reliance thereon, the Subscriber hereby represents and warrantsas follows:

(a) The Subscriber is a "U.S. Person" (as hereinafter defined). As usedherein, the term "U.S. Person" means: (i) Any United States citizen or a resident of the UnitedStates of America (as defined for purposes of the federal income tax laws of the United States);(ii) any corporation, partnership, trust or other legal entity organized or created under the laws ofany United States jurisdiction; (iii) any organization or entity controlled, directly or indirectly, bya person or persons described in (i) or (ii) or of which such person or persons described areknown to be the owners, directly or indirectly, of a majority of the beneficial interests therein; or(iv) any other person or entity which is a "U.S. Person" within the meaning of the U.S. Internal

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Revenue Code of 1986, as amended (the "Code"); Regulation S, or any successor provision, as ineffect at the time under the Securities Act of 1933, as amended (the "Securities Act').

(b) The Subscriber (check applicable box(es)):

(i) q is/0 is not a "Qualified U.S. Tax-Exempt Entity" deferred orexempt from U.S. income taxation pursuant to q Section 401, q Section 501(a) or q (other Code provision describe) of the Code;

(ii) q is/0 is not an "employee benefit plan" (art "ERISA Plan")subject to Title I of the Employee Retirement Income Security Act of 1974; as amended("ERISA");

(iii) q is/0 is not a plan subject to Section 4975 of the Code,including accounts commonly known as individual retirement accounts ("IRAs") or related trustscreated pursuant to the Code;

(iv) q is/0 is not a plan whose beneficiaries are solely equityowners of the employer establishing or sponsoring such plan (such as a Keogh plan having onlyowner beneficiaries);

(v) q is/0 is not a "Benefit Plan Investor" as defined in paragraph(f)(2) of ERISA Regs. 25103-101 (the "Plan Asset Regulations") which term includes, inter alia,an ERISA Plan, an IRA or related trust created pursuant to the Code, a church plan orgovernmental plan;

(vi) El _is/0 is not an entity (a "Benefit Plan Fund") (A) in whichBenefit Plan Investors own 25% or more of the value of any class of equity interests in theBenefit Plan Fund or (B) the underlying assets of which Benefit Plan Fund include "plan assets",within the meaning of the Plan Asset Regulations or otherwise under ERISA; and/or

(vii);, q is/0 is not an entity in which individual beneficiaries, accountholders or other third parties (other than the trustee(s) or single authorizing fiduciary or fiduciarybody(ies)) make individual investment decisions.

(c) The Subscriber represents that it (check one) q is/El is not an"accredited investor", as defined and used in Rule 501 of Regulation D under the Securities Act(as set forth on Annex A hereto). (Note: In order to be eligible to invest in the Collins CapitalFunds, the Subscriber must check "is" in this Section 2(c).)

(d) The Subscriber represents that:

(i) The Subscriber (check one) q is/El is not a "qualifiedpurchaser", as that term is defined in Section 2(a)(5 I) of the U.S. Investment Company Act of1940, as amended (the "Investment Company Act') (as set forth on Annex B hereto). (Note: Inorder to be eligible to invest in Collins Capital Diversified Offshore Fund II, Ltd. andCollins Capital Low Volatility Performance Fund II, Ltd., the Subscriber must check "is"in this Section 2(d)(i).)

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(ii) The Subscriber (check one) q is/0 is not an entity relying uponthe exception from the definition of an "investment company" set forth in Section 3(c)(7) of theInvestment Company Act.

(iii) The Subscriber (check one) q is/0 is not an entity relying uponthe exception from the definition of an "investment company" set forth in Section 3(c)(1) of theInvestment Company Act. If Subscriber is an entity relying upon the exception from thedefinition of an "investment company" set forth in said Section 3(c)(1), the Subscriber furtherrepresents that as of the date hereof it has [insert number of security holders] holdersof its securities, determined as provided in prevailing interpretations under said Section 3(c)(1).

(iv) If Subscriber is an entity relying upon the exception from thedefinition of an "investment company" set forth in Section 3(c)(1) or Section 3`(c)(7) of theInvestment Company Act, the Subscriber understands that certain of the Collins Capital Funds,including Collins Capital Diversified Offshore Fund I, Ltd., CW Trading Fund, Ltd., or CollinsCapital Alpha Offshore Fund 1, Ltd., may be required to limit such Subscriber's ownership insuch Fund to less than 10% of the outstanding Shares.

(v) The Subscriber certifies that it is not partnership, grantor trustor S-corporation (a "flow-through entity") or, if it is a flow-through entity, substantially all of thevalue of each beneficial owner's interest in the Subscriber is not attributable to the Subscriber'sinterest in the Funds and the Subscriber was not formed or operated for the principal purpose ofinvesting in the Funds.

(e) The Subscriber (check one) q is/ q is not a "qualified eligible person",as defined and used in Rule 4.7 under the Commodity Exchange Act, as amended (the Subscriberunderstands that in order to be a qualified eligible person under said Rule, it must, in general, bean "accredited investor" and also own securities and/or other investments with an aggregatemarket value of not less than $2,000,000, or satisfy other requirements of said Rule).

(f) The Subscriber consents to being treated as a "professional investor" asthat term is defined under the Mutual Funds Act 1996 of the British Virgin Islands. TheSubscriber declares and represents that it is either a person (i) whose ordinary business involves,whether for its own account or for the accounts of others, the acquisition or disposal of propertyof the same kind as the property, or a substantial part of the property, of the Funds; or (ii) whohereby declares that it has a net worth in excess of one million dollars (U.S. $1,000,000) inUnited States currency or its equivalent thereof in any other lawful recognized currency.

(g) The Funds from time to time may invest in "new issues", as definedin NASD Rule 2790. In order for the Funds to determine the extent to which the Subscriberis eligible to participate in profits and losses from such "new issues", the Subscriber mustrespond to those statements below which apply to it and, if the Subscriber is a corporation,partnership, trust or other entity acting as nominee for another person, which apply to suchperson for which the entity is acting as nominee:

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1) Restricted Persons: The Subscriber, or a person having abeneficial interest l in the Subscriber (check all that apply):

0) q is a broker-dealer.

(ii) q is an officer, director, general partner, associated person oremployee of a broker-dealer (other than a limited business broker-dealer).2

(iii) q is an agent of a broker-dealer (other than a limited businessbroker-dealer) that is engaged in the investment banking or securitiesbusiness.

(iv) q is an immediate family member3 of a person described in item(ii) or (iii) above and such person (a) materially supports4, or receivesmaterial support from the immediate fan ily member; or (b) is employedby or associated with the broker-dealer, or an affiliate of the broker-dealer, selling the new issue to the immediatefamily member.

(v) q acts as a finder or acts in a fiduciary capacity (including,among others, attorneys, accountants and financial consultants) to themanaging underwriter in offerings.

(vi) q has the authority to .buy or sell securities for a bank, savingsand loan institution ` insurance_ _company, investment advisor, orcollective investment accounts

(vii) q is an immediate family member of a person described in item(v) or (vi) above and such person materially supports, or receivesmaterial support from such person.

I The term "beneficial interest' as used herein means any economic interest such as the right to share in gains or

losses. The receipt of a management or performance based fee for operating a collective investment account, or

other fee for acting in a fiduciary capacity, is not considered a beneficial interest in the account.

2 A "limited business broker-dealer" is a member of the NASD engaged solely in the purchase or sale of either

investment company/variable contracts securities or direct participation program securities.

3 As used herein, the term "immediate family" includes parents, mother-in-law or father-in-law, husband or wife,

brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, children and any , other person to

whom the person provides "material support" as defined in footnote 4, below.

4 As used herein, the term "material support" means the direct or indirect provision of more than 25% of a person's

income in the prior calendar year. Members of the immediate family living in the same household are deemed to

be providing each other with material support.

5 As used herein. the term -collective investment account' means any hedge fund, investment partnership,

investment corporation, or any other collective investment vehicle that is engaged primarily in the purchase and/or

sale of securities. The term does not include an investment club where a group of individuals pool their money and

are collectively responsible for investment decisions, or a family investment vehicle owned solely by immediate

family members.

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(viii) q is a person listed, or required to be listed, in Schedule A of aForm BD (other than with respect to a limited business broker-dealer),except persons identified by an ownership code of less than 10 %.6

(ix) q is a person listed, or required to be listed, in Schedule B of aForm BD (other than with respect to a limited business broker-dealer),except persons whose listing on Schedule B relates to an ownershipinterest in a person listed on Schedule A identified by an ownership codeof less than 10%.

(x) q is a person listed, or required to be listed, in Schedule C of aForm BD that meets the criteria of items (viii) and (ix) above.

(xi) q is a person that (a) directly or indirectly owns 10% or more ofa public reporting company listed, or required to be listed, in Schedule Aof a Form BD, or (b) directly or indirectly owns 25% or more of a publicreporting company listed, or required to be listed, in Schedule B of aForm BD, (other that a reporting, company that is listed on a nationalsecurities exchange or is traded on the Nasdaq National Market, andother than with respect to a limited business broker-dealer).

(xii) q is an immediate family member of a person specified in items(viii)-(xi), above, provided that the Subscriber should not initial this item(xii) if the person awning the broker'-dealer (specified in items (viii)-(xi)):

(a) does not materially support, or receive material supportfrom such person; and

(b) is not an owner of the NASD member, or an affiliate ofthe NASD member.

(xiii) q None of the above statements are applicable.

If the Subscriber initialed any of items (i)-(xii) above, please complete Section (2) below.

(2) Exempt Persons: The Subscriber (check all that apply):

(i) q is an investment company registered under the InvestmentCompany Act of 1940.

(ii) q is a common trust fund or similar fund as described inSection 3(a)(12)(A)(iii) of the Securities Exchange Act of 1934, asamended, and the fund (a) has investments from 1,000 or more accounts,and (b) does not limit beneficial interests in the fund principally to trustaccounts of Restricted Persons. "Restricted Persons" are those personslisted in items (i)-(xii) of Section (1), above.

b Items (viii)-(xi) pertain to -owners" of broker-dealers. The NASD has stated that an owner of a broker-dealer will

be viewed as having a -beneficial interest' in an account held by a subsidiary (i.e., a sister company of the broker-

dealer). Accordingly. an affiliate of a broker-dealer will be a Restricted Person.

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(iii) q is an insurance company general, separate or investmentaccount, and (a) the account is funded by premiums from 1,000 or morepolicyholders, or, if a general account, the insurance company has 1,000or more policyholders; and (b) the insurance company does not limit thepolicyholders whose premiums are used to fund the account principallyto Restricted Persons, or, if a general account, the insurance companydoes not limit its policyholders principally to Restricted Persons.

(iv) q is a corporation, partnership, trust or other entity and thebeneficial interests of Restricted Persons do not exceed;; in the aggregate10% of such entity (the "De Minimis Exemption"). A'Subscriber wholimits the participation by Restricted Persons to no more than .10% of theprofits and losses of new issues may initial this statement.

(v) q is a publicly traded entity (other than a broker-dealer or anaffiliate of a broker-dealer where such broker-:dealer is authorized toengage in the public offering of new issues either as a selling groupmember or underwriter) that: (a) is listed on a national securitiesexchange, (b) is traded on the Nasdaq National Market or (c) is a foreignissuer whose securities meet the quantitative designation criteria forlisting on a national securities exchange , or trading on the NasdaqNational Market.

(vi) q is an investment company organized under the laws of aforeign jurisdiction and (a) the investment company is listed on a foreignexchange or authorized for sale to the public by a foreign regulatoryauthority, and (b) no person owning more than 5% of the shares of theinvestment company is aRestricted Person.

(vii) q is an ERISA benefits plan that is qualified under Section401(a) of the Code and such plan is not sponsored solely by a broker-dealer.

(viii) q is a state or municipal government benefits plan that issubject to state and/or municipal regulation.

(ix) q is a tax exempt charitable organization under Section501(c)(3) of the Internal Revenue Code.

(x) q is a church plan under Section 414(e) of the Internal RevenueCode.

(xi) q None of the above statements are applicable.

(3) Investment Fund Investors: If the Subscriber is a "fund offunds," a feeder fund or other type of collective investment account, the Subscriber mustcomplete the following:

0) Restricted Persons in the aggregate are entitled to receive notmore than % of the Subscriber's profits and losses from "new

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issues". [Note: The Funds will rely upon this percentage in makingany new issue allocations to the Subscriber, unless and until theSubscriber has advised the Funds as to any change.]

(ii) If Restricted Persons may account for more than 10% of thebeneficial interests in the Subscriber, please indicate whether or not theSubscriber's constituent documents have "carve-out" or similarprovisions to restrict the participation of Restricted Persons to not morethan 10% of any "new issue" allocation:

q Yes q No

(iii) If the answer to (ii) is "no", please describe briefly theprocedures you follow to assure meeting the limitation set forth in (i)above and compliance with NASD Rule 2790:

(4) The Subscriber further acknowledges that if the Subscriber issubject to the prohibitions of the NASD Rule 2790, the Subscriber will only be permitted to havea limited participation in any profits or losses from a Fund's new issues investments, if any, asdescribed in the Memorandum. The Subscriber further represents that, if it is not presently arestricted person, but becomes one, the Subscriber will notify the appropriate Funds in writingimmediately of such event, and the Subscriber will then be subject to a limited participation in theprofits or losses from a Fund's new issues investments if any.

(h) The execution, delivery and performance by the Subscriber of thisSubscription Agreement are within the powers of the Subscriber, have been duly authorized andwill not constitute or result in a breach or default under or conflict with any order, ruling orregulation of any court or other tribunal or of any governmental commission or agency, or anyagreement or other undertaking, to which the Subscriber is a party or by which the Subscriber isbound, and, if the Subscriber is not an individual, will not violate any provisions of theincorporation papers, by-laws, indenture of trust or partnership agreement, as may be applicable,of the Subscriber. (If the Subscriber is an entity, such Subscriber shall provide excerptsfrom its constituent documents and/or applicable resolutions authorizing this investment.)

(i) The signature on this Subscription Agreement is genuine, and thesignatory, if the Subscriber is an individual, has legal competence and capacity to execute thesame, and this Subscription Agreement constitutes a legal, valid and binding obligation of theSubscriber, enforceable in accordance with its terms. The Subscriber represents that all evidenceof identity provided is genuine and all related information furnished is accurate.

0) The Shares hereby subscribed for will be acquired by the Subscribersolely for its own account, for investment and not with a view to any distribution or resalethereof.

(k) The Subscriber will not transfer directly or indirectly any of the Shares orany interest therein (including without limitation any right to receive dividends or otherdistributions) to any person or entity (i) unless the proposed transferee has made representations

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and warranties similar to those contained herein (including, without limitation, those relating tothe Securities Act) and such representations and warranties have been approved by theappropriate Fund, and (ii) unless the Shares are registered pursuant to the provisions of theSecurities Act or an exemption from such registration, in the opinion of U.S. counsel to theFunds, is available.

(1) The Subscriber, together with its advisors, has such knowledge andexperience in financial matters that it is capable of evaluating the relative risks and merits of aninvestment in a Fund and, without limiting the generality of the foregoing, has had extensiveexperience in investments of the type represented by the Shares.

(m) The Subscriber, together with its advisors, have received and carefullyreviewed the appropriate Fund's Memorandum, understands fully the contents thereof and hashad the opportunity to discuss with the principals of the Advisor the proposed business and affairsof the Funds and has received the information it requires to make an informed investmentdecision.

(n) In particular, the Subscriber, together with its advisors, have receivedand carefully reviewed the section entitled "Risk Factors" in the Memorandum,' understands fullythe contents thereof, is in a position to bear the risks of an investment in a Fund, including thepossible loss of its entire investment and understands that an investment in a Fund is suitable onlyas a limited part of an overall prudent and balanced investment program.

(o) The Subscriber understands, as described in the Memorandum, that theShares will have limited liquidity and acknowledges that it will not require liquidity of itsinvestment therein.

(p) The Subscriber acknowledges and agrees that in determining to invest inShares, it is relying solely upon the contents of the Memoranda n and upon no other document,information or statement furnished to it by or on behalf of a Fund, the Advisor, the Administratoror their agents or employees, any and all of which is superseded in full by the contents of theMemorandum.

(q) The Subscriber is relying solely upon its own tax advisers, and not uponthe contents of the Memorandum, with respect to the tax consequences of an investment in theShares, and understands that as a U.S. Person investing in a foreign corporation such as a Fund itmay have certain reporting and filing obligations with regard thereto.

(r) The Subscriber meets any and all eligibility standards set forth under"Eligible Investors" in the Memorandum.

(s) The Subscriber certifies under penalty of perjury that it is a U.S.Taxpayer (as hereinafter defined). As used herein, the term "U.S. Taxpayer" includes a U.S.citizen or resident alien of the United States (as defined for United States federal income taxpurposes); any entity treated as a partnership or corporation for U.S. tax purposes that is createdor organized in, or under the laws of, the United States or any State thereof; any other partnershipthat is treated as a U.S. person under the U.S. Treasury Department regulations; any estate, theincome of which is subject to U.S. income taxation regardless of source; and any trust over whoseadministration a court within the United States has primary supervision and all substantialdecisions of which are under the control of one or more U.S. fiduciaries. Persons who have losttheir U.S. citizenship and who live outside the United States may nonetheless in some

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circumstances be treated as U.S. Taxpayers. U.S. Taxpayers include persons, such as U.S. Tax-Exempt Entities, which meet the foregoing definition notwithstanding their tax-exempt statusunder the Code.

The Subscriber further certifies under penalty of perjury that the taxable yearprovided below is correct and agrees to notify the Funds immediately of any change in theinformation provided above.

Taxable Year End (please check one): q December 31 q Other (specify)

(t) The Subscriber hereby authorizes and instructs each of the Funds and theAdministrator to accept and execute any instructions in respect of the Shares to which thisSubscription Agreement relates given by the Subscriber in written form or by facsimile. Ifinstructions are given by the Subscriber by facsimile, the Subscriber undertakes to send the originalletter of instructions to the Funds and agrees to keep each of the Funds and the Administratorindemnified against any loss of any nature whatsoever arising to any of them as a result of any ofthem acting upon facsimile instructions. Each of the Funds and the Administrator may relyconclusively upon and shall incur no liability in respect of any action take upon any notice, consent,request, instructions or other instrument believed in good faith to be genuine or to be signed byproperly authorized persons.

3. Further Representations and Warranties Pursuant to Anti-Money Launderingand Anti-Terrorist Regulations.

The Subscriber hereby further represents and warrants as follows:

(a) The Subscriber acknowledges that due to certain anti-money launderingrequirements, the Funds and the Administrator may require further identification of theSubscriber before an application or redemption can be processed and each of the Funds and theAdministrator shall be held harmless and indemnified against any loss arising as a result of afailure to process the application or a transferor redemption request if such information has beenrequired by the parties referred to and has not been provided by the Subscriber.

(b) (i) The Subscriber represents that all evidence of identity providedis genuine and all related information furnished is accurate. The Subscriber agrees to provide anyinformation deemed necessary by a Fund or the Administrator in its sole discretion, to complywith its anti-money laundering and anti-terrorist financing program and related responsibilities.

(ii) The Subscriber represents that its Subscription Funds were notand are not directly or indirectly derived from activities that may contravene federal, state orinternational laws and regulations, including anti-money laundering laws and regulations.

(iii) Check one of the following boxes, whichever is applicable:

(1) q The Subscriber is acquiring the Shares for its ownaccount, risk and beneficial interest, and (A) is not acting as agent, representative,intermediary/nominee or in any similar capacity for any other person; (B) no other person willhave a beneficial or economic interest in the Shares; and (C) does not have any intention orobligation to sell, distribute, assign or transfer all or a portion of the Shares to any other person.

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(2) q The Subscriber is an investor intermediary investingin its own name on behalf of other investors, which, for these purposes, may include, withoutlimitation, an introducing firm, an asset aggregator, a nominee or a "fund of funds" (each, an"Intermediary"); and (A) is subscribing for Shares as a record owner in its capacity as (circle oneof the following) [agent / representative / nominee] on behalf of one or more investors("Underlying Investors"), and agrees that the representations, warranties and covenants made inthis Subscription Agreement are made by it on behalf of itself and the Underlying Investors; (B)The Intermediary: (i) has all requisite power and authority from the Underlying Investors toexecute and perform the obligations under the Subscription Agreement; (ii) has carried outinvestor identification procedures with regard to all Underlying Investors, to the extent it isrequired to do so by applicable law; and (C) has established the identity _ of all UnderlyingInvestors, holds evidence of such identities, to the extent it is required to do so by applicable law,and will make such information available to the Funds and/or the Administrator upon request.

(c) Subscriber agrees to promptly notify the Funds and the Administratorshould the Subscriber become aware of any change in the information set forth in theserepresentations. The Subscriber further agrees to provide any information deemed necessary by aFund or the Administrator, in its sole discretion, to comply with its anti-money laundering andanti-terrorist financing program and related responsibilities. The Subscriber is advised andhereby acknowledges, understands and consents that, by law, the Funds and/or the Administratormay be required to disclose the Subscriber's identity to regulatory authorities.

(d) The Subscriber represents and warrants that, to the best of its knowledge,none of: (i) the Subscriber; (ii) any person controlling or controlled by the Subscriber; (iii) if theSubscriber is a privately held entity, any person :having a beneficial interest in the Subscriber; or(iv) any person for whom the Subscriber is acting as agent or nominee in connection with thisinvestment is: a senior foreign political figure, 7 any immediate family member$ or closeassociate 9 of a senior foreign political figure, as such terms are defined in the footnotes below.

(e) If the Subscriber receives deposits from, makes payments on behalf of,or handles other financial transactions related to a non-U.S. banking institution (a "ForeignBank"), the Subscriber represents and warrants to the Funds that: (i) The Foreign Bank has afixed address, other than solely an electronic address, in a country in which the Foreign Bank isauthorized to conduct banking activities; (ii) the Foreign Bank employs one or more individualson a full-time basis; (iii) the Foreign Bank maintains operating records related to its bankingactivities; (iv) the Foreign Bank is subject to inspection by the banking authority that licensed theForeign Bank to conduct banking activities; and (v) the Foreign Bank does not provide bankingservices to any other Foreign Bank that does not have a physical presence in any country and thatis not a regulated affiliate.

7 A "senior foreign political figure" is defined as a senior official in the executive. legislative, administrative,military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major

U.S. politicalpolitical party, or a senior executive of a non-U.S. government owned corporation. In addition. a "seniorforeign political figure" includes any corporation, business or other entity that has been formed by or for the benefit

of a senior foreign political figure.

8 "Immediate family' of a senior foreign political figure typically includes the figure's parents, siblings. spouse,

children and in-laws.

9 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an

unusually close relationship with the senior foreign political figure, and includes a person who is in a position to

conduct substantial U.S. and non-U.S. financial transactions on behalf of the senior foreign political figure.

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(f) The Subscriber understands and agrees that any redemption of Shareswill be paid to the same account from which the Subscriber's investment in the Funds wasoriginally remitted, unless the Funds or Administrator, in their sole discretion, agree otherwise.

(g) The Subscriber further represents and warrants that, to the best of itsknowledge, none of (i) the Subscriber; (ii) any person controlling or controlled by the Subscriber;(iii) if the Subscriber is a privately held entity, any person having a beneficial interest in theSubscriber, or (iv) any person for whom the Subscriber is acting as agent or nominee inconnection with this investment is a person or entity whose name appears on the List of SpeciallyDesignated Nationals and Blocked Persons maintained by the U.S. Office of Foreign AssetsControl ("OFAC ). 10 The Subscriber acknowledges that if the Underlying Investor is, or theFunds reasonably believe that the Underlying Investor is, a prohibited investor, the Funds may beobligated to freeze its investment, either by prohibiting additional investments, declining anyredemption requests and/or segregating the assets constituting the investment in accordance withapplicable regulations, or its investment may be immediately redeemed by a Fund, and it shallhave no claim against a Fund or any of its affiliates for any form of damages as a result of anyaforementioned actions.

(h) The Subscriber represents that the following individual or individuals areauthorized to act on behalf of the Subscriber to give and receive instructions between the Funds(or its representatives, including the Administrator) and the Subscriber. Such individuals are theonly persons so authorized until further written notice, signed by one or more of such individuals,to each of the appropriate Funds.

Name Specimen Signature

The foregoing representations and warranties are true and accurate as of the datehereof and shall be true and accurate as of the date of delivery of the Subscription Funds and theSubscription Agreement to the Funds and shall survive such delivery. If in any respect suchrepresentations and warranties shall not be true and accurate prior to delivery of the SubscriptionFunds to the Funds, the Subscriber shall give written notice of such fact to the Funds specifyingwhich representations and warranties are not true and accurate and the reasons therefor.

4. Further Representations and Warranties by Investors Subject to ERISA.

If the Subscriber is a pension plan, profit-sharing plan, annuity or other ERISAPlan, in order to assure compliance with applicable provisions of ERISA, the undersigned, as wellas the person(s) entering into this Agreement on behalf of the undersigned (the "AuthorizingFiduciary"), hereby represent, warrant and agree as follows (all references in this Section 4 to the"Plan " shall be deemed to be references to the undersignec<):

(a) The Authorizing Fiduciary is: a named fiduciary, within the meaning ofSection 402(a) of ERISA, of the Subscriber. The Authorizing Fiduciary is duly authorized andempowered, on behalf of the Subscriber, to enter into this Agreement and otherwise cause the

10 The list of prohibited persons and entities can be found on the U.S. Office of Foreign Assets Control website at

\vw\v.treas.gov/ofac.

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Subscriber to make an investment in a Fund, and this Agreement is a binding obligation of theSubscriber. The Authorizing Fiduciary is duly authorized and empowered, on behalf of theSubscriber, to cause the Subscriber to make future additional capital contributions to a Fund, tocause the Subscriber to effect a redemption of Shares, and to exercise, on behalf of theSubscriber, all rights afforded a shareholder of a Fund pursuant to such Fund's Memorandum andArticles of Association.

(b) An investment in the Funds by the Subscriber has been duly authorizedby all necessary action on the part of the Subscriber and the Authorizing Fiduciary. Aninvestment in each of the Funds as contemplated by each Fund's Memorandum and thisSubscription Agreement is permitted by, and consistent with, the constituent instruments formingand governing the undersigned, including any related trust documents (collectively, the "PlanDocuments"). The Subscriber, or the Authorizing Fiduciary, shall furnish to the Funds copies ofthe Plan Documents and such other documents or information as shall be reasonably requested bythem, in connection with an investment by the Subscriber in the Funds and the performance by theFunds and the Advisor and of their respective obligations in connection therewith.

(c) The Authorizing Fiduciary has reviewed carefully the contents of theappropriate Fund's Memorandum, including the provisions relating to the proposed investmentobjective, strategy and policies of the Fund as set forth therein (the "Investment Policies"), as wellas the provisions relating to the Advisor's compensation (including the Incentive Fee (as definedin the Memorandum) and management fees), and fully understands the Investment Policies. TheInvestment Policies shall constitute "investment guidelines of the Subscriber, for purposes ofERISA, with respect to the Subscriber's investment in a Fund, and each Fund and the Advisorshall be entitled to rely upon the same.

(d) The Authorizing Fiduciary acknowledges that it is aware of, andunderstands, the provisions of Section 404 of ERISA (and the related rules and regulations)relating to the requirements for investment and diversification of the assets of Plans subject toERISA. In authorizing an investment in the Funds by the Subscriber, the Authorizing Fiduciaryhas given appropriate consideration thereto (as contemplated by Section 404 of ERISA andDepartment of Labor Regulation 404a-1 promulgated thereunder), including a determination thatan investment in the Funds pursuant to this Subscription Agreement is reasonably designed as partof the portfolio of the Subscriber to further the purposes of the Subsc r iber, taking intoconsideration the risk of loss and the opportunity for gain (or other return) associated with aninvestment in the Funds. The Authorizing Fiduciary has considered, among other matters, as theyrelate to an investment in the Funds by the Subscriber as part of the Subscriber's overall portfolio:(A) the composition of the Subscriber's portfolio with regard to diversification; (B) the liquidityand current return of such portfolio relative to the anticipated cash flow requirements of theSubscriber; and (C) the projected return of the portfolio relative to the funding objectives of theSubscriber. Taking into account the other investments made with the assets of the Subscriber, andthe diversification thereof, the Subscriber's investment in the Funds as contemplated by thisSubscription Agreement is consistent with the requirements of Section 404 (and the related rulesand regulations) and all other applicable provisions of ERISA.

(c) If the Subscriber is an ERISA Plan (i.e., an employee benefit plan subjectto the requirements of Title I of ERISA), the undersigned acknowledges that by reason of thePlan Asset Regulations (as defined above) of the U.S. Department of Labor, and assumingcompliance therewith by the Advisor, the Advisor is not, and shall not be regarded as, a"fiduciary", within the meaning and for purposes of ERISA, with respect to the Subscriber.

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(f) If the Subscriber is an "individual retirement account" plan described insection 4975(e)(1) of the Code, or other plan to which to the requirements of Title I of ERISA donot apply, the undersigned acknowledges that by reason of applicable regulations of the U.S.Department of Labor, the Advisor is not, and shall not be regarded as, a "fiduciary", within themeaning and for purposes of ERISA, with respect to the Subscriber.

(g) The Authorizing Fiduciary represents, warrants and agrees that it hastaken, and will in the future take, all necessary action in order to limit the responsibilities of theFunds and the Advisor to those responsibilities set forth in the Memorandum and thisSubscription Agreement with respect to any investment by the Subscriber in any of the Funds.

(h) The Subscriber and/or the Authorizing Fiduciary will 'provide to theFunds and the Advisor upon acceptance of this Subscription Agreement, and from time-to-timethereafter upon reasonable notice, a list of the "parties in interest", as defined in Section 3(14) ofERISA, of the Subscriber.

(i) No individual or employer participating directly or indirectly in theSubscriber, acting in his or its capacity as an individual or employer, can direct the investments ofthe Subscriber (or any other pension, profit-sharing, annuity or employee benefit planparticipating in the Subscriber); the decision to invest assets of the Subscriber in the Funds wasnot, and any subsequent decision to redeem Shares of the Funds will not be, made pursuant to thedirection of any individual or individuals participating in the Subscriber, and no individual orindividuals participating in the Subscriber will determine whether or how much of their assetswill be invested in any of the Funds; neither the employer' nor !_ any other person associated withthe Subscriber shall have, or attempt to exercise, the power to influence or control theappointment or removal of the Advisor, or any successor to any such person, the terms of theMemorandum or Articles of Association of the appropriate Fund, the terms of the InvestmentAdvisory Agreement by and between each of the Funds and the Advisor, the investmentobjectives, policies or restrictions of the Funds, and the investment or management decisionsregarding the Funds; and neither the employer nor any other person associated with theSubscriber has made or will make any representation to individuals participating in the Subscriberthat all or any specific portion of their contributions will be invested in any of the Funds. Theundersigned acknowledges ` that it understands (and each of the Funds agree) that neither theAdvisor nor any person acting on behalf of a Fund or the Advisor will have any direct contactwith individuals as such participating in the Subscriber regarding investment of contributions tothe Subscriber.

0) The Authorizing Fiduciary acknowledges and agrees that theinformation,' representations, warranties and agreements contained in this Agreement are providedfor the purpose of assisting the Funds and the Advisor in connection with their investmentmanagement duties, and each of the Funds and the Advisor may rely and act upon suchinformation, representations, warranties and agreements for so long as the Subscriber shall be aninvestor in a Fund.

5. Reaffirmation of Representations, Etc.

(a) The Subscriber agrees that the foregoing representations and warrantieswill be deemed to be reaffirmed by the Subscriber at any time it makes an additional investmentin a Fund and if any of the foregoing representations cease to be true, the Subscriber willpromptly notify the Funds of the facts pertaining to such changed circumstances.

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(b) The Subscriber agrees that it will supply the directors of each of theFunds with such other information as from time to time is generally requested by the Funds anddeemed necessary or desirable in order to avoid the loss of a contemplated tax benefit to a Fundor any of its shareholders and in order to ascertain that no violation by any of the Funds shalloccur of any tax or securities laws of the United States (including the Code, the Securities Act,the Investment Company Act and the Investment Advisers Act of 1940) or of any otherapplicable jurisdiction.

6. Indemnity.

(a) The Subscriber agrees that any Shares hereby subscribed for or otherwiseacquired will be held subject to the terms and conditions of the Memorandum and Articles ofAssociation of the respective Fund, as amended from time to time, and recognizes that each Fundwill protect and indemnify its directors and other representatives against liability, to the extent setforth in the Articles.

(b) The Subscriber agrees to indemnify and hold harmless each of the Funds,the Advisor, the Administrator and their respective directors, officers, shareholders, members orother owners, their agents, attorneys, accountants and employees, from and against any loss,liability, cost or expense (including attorneys' fees, taxes and penalties) which may result,directly or indirectly, from any misrepresentation or breach of any warranty, covenant oragreement of the Subscriber set forth herein or in any other document delivered by the Subscriberto the Funds. The Subscriber further agrees to indemnify and hold harmless each of the Funds,their directors, officers and shareholders,` from and against any and all loss, damage or liability(including attorneys fees) arising out of any liability for United States taxes caused by actions ofthe Subscriber.

7. Appointment of Revocable Proxy. The Subscriber hereby designates andappoints Bison Financial Services Limited (the "Agent"), with full power of substitution, as itstrue and lawful proxy and attorney-in-fact for the purpose of voting the Shares subscribed forherein or otherwise acquired as said Proxy may determine on any and all matters which may ariseat any meeting of shareholders and upon which such shares could be voted by Shareholderspresent in person at such meeting. This Proxy may be revoked by the owner of record of theshares hereby subscribed for, either personally or by presentation of a subsequently executedProxy at any meeting of shareholders, or by written notice to the Agent, at the above address (orsuch other address as the Funds or the Agent shall furnish in writing to a Shareholder) receivedprior to any such meeting.

8. Restrictive Legend. The Subscriber agrees that a legend, readingsubstantially as follows, may be placed on each stock certificate, if any, issued to the Subscriberpursuant to this Subscription Agreement and Revocable Proxy or otherwise acquired, and thateach of the Funds may take all steps they may deem necessary or desirable to assure that therestrictions contained therein are complied with:

"The shares of the Company represented by this certificate are subject to certainrestrictions which prohibit the transfer of these shares to persons who are citizens,residents or entities of the United States, its territories or possessions, or are otherwiseU.S. Persons, as defined in the Articles of Association of the Company, other than certainpermitted transfers to Qualified U.S. Tax-Exempt Entities, as defined therein. Such

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shares have not been registered under the U.S. Securities Act of 1933 and may be offeredand sold only if registered pursuant to the provisions of that Act, or as permitted byRegulation S, Rule 144 or other exemption from registration under that Act in a mannersatisfactory to U.S. counsel to the Company. Such shares are subject to a revocableproxy granted pursuant to a Subscription Agreement and Revocable Proxy between theshareholder and the Company, a copy of which is on file at the business office of theCompany, c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola,British Virgin Islands."

9. Execution of Documents. Two executed copies of this SubscriptionAgreement and Revocable Proxy are being sent to the Funds at the address set forth above. Thename and address set forth below will be used for the purpose of recording the Subscriber as ashareholder of one or more of the Funds.

10. Miscellaneous. This Subscription Agreement and Revocable Proxy isthe sole agreement of the parties hereto with respect to the subject matter hereof and may not beamended, modified, revoked (except as provided herein) terminated or waived, except in writingsigned by the person(s) to be bound thereby or as expressly provided herein. This SubscriptionAgreement and Revocable Proxy shall be governed by the laws of the British Virgin Islands.

[Signature Page is Following Page]

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COLLINS CAPITAL FUNDSSUBSCRIPTION AGREEMENT FOR U.S. INVESTORS

SIGNATURE PAGE

Dated: Very truly yours,

[Print name of Subscriber]

By:

By:

[Signature of Authorized Sgnatory(ies)]

[Print name(s) and title(s) ofAuthorized Signatory(ies)]

SUBSCRIPTION BY AN IRA, KEOGH OR SELF-DIRECTED RETIREMENT PLAN

If the Subscriber is an individual retirement account ("IRA"), Keogh plan or self-directedretirement plan, the individual beneficiary(ies) who established the IRA or Keogh plan, or whodirected the retirement plan's investment in a Fund, as the case may be, (i) has signed below toindicate that the Subscriber hereby represents and warrants for himself or herself thoserepresentations set forth in Sections 2, 3 and 4 above and (ii) has caused the Custodian or Trusteeof the Subscriber to execute this Subscription Agreement on the line(s) set forth above forAuthorized Signatory.

[Print Name of Beneficiary]

[Signature]

[Print Name of Beneficiary]

[Signature]

(All subscribers must complete information requested on following pages)

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SUBSCRIBER INFORMATION

Subscriber's Telephone No.:

Subscriber's Facsimile No.:

Email address:

Subscriber's Registered Address:

Additional copies of correspondence to:

Name:

Telephone No.:

Facsimile No.:

Email address:

Registered Address:

Please indicate exactly how record ownership of the Shares subscribed for is to bereflected on the Share Register of the Fund (if none is designated Shares will appear inthe name of Subscriber set forth above):

Please indicate nature of relationship between Subscriber and above designation ofrecord owner, if any (e.g., custodial account, nominee account, etc.):

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Name of financial institution wiring subscription payment and the account at such institutionbeing debited:

Name: Branch or Location:

Account Name:

Account No.:

Contact Name: Contact Phone No.:

Date of Remittance:

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ACCEPTANCE OF SUBSCRIPTION

The subscription for Shares of the Collins Capital Fund(s) as set forth in Section1(a) of the attached Subscription Agreement by [name ofSubscriber] as described therein is hereby accepted, as of an effective subscription date of , 20, subject to the conditions set forth therein and in the Memorandumreferred to therein.

COLLINS CAPITAL FUNDS

By:

Name:

Title:

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Annex A to Subscription Agreement for U.S. Investors

DEFINITION OF "ACCREDITED INVESTOR"(as set forth in Rule 501 of Regulation D)

"Accredited investor" shall mean any person who comes within any of the following categories,or who the issuer reasonably believes comes within any of the following categories, at the time ofthe sale of the securities to that person:

(1) Any bank as defined in section 3(a)(2) of the [Securities] Act, or any savings andloan association or other institution as defined in section 3(a)(5)(A) of the Actwhether acting in its individual or fiduciary capacity; any broker or dealer registeredpursuant to section 15 of the Securities Exchange Act of '1934; any insurancecompany as defined in section 2(13) of the Act; any investment company registeredunder the Investment Company Act of 1940 or a business development company asdefined in section 2(a)(48) of that Act; Small, Business Investment Companylicensed by the U.S. Small Business Administration under section 301(c) or (d) ofthe Small Business Investment Act of 1958; any plan established and maintained bya state, its political subdivisions or any agency or instrumentality of a state or itspolitical subdivisions for the benefit of its employees, if such plan has total assets inexcess of $5,000,000; employee benefit, plan within the meaning of the EmployeeRetirement Income Security Act of 1974 if the investment decision is made by aplan fiduciary, as defined in section 3(21) of such Act, which is either a bank,savings and loan association, insurance company, or registered investment adviser,or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accreditedinvestors;

(2) Any private business development company as defined in section 202(a)(22) of theInvestment Advisers Act of 1940;

(3) Any organization described in Section 501(c)(3) of the Internal Revenue Code,corporation, Massachusetts or similar business trust, or partnership, not formed forthe specific purpose of acquiring the securities offered, with total assets in excess of$5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securitiesbeing offered or sold, or any director, executive officer, or general partner of ageneral partner of that issuer;

(5) Any natural person whose individual net worth, or joint worth with that person'sspouse, at the time of his purchase exceeds $1,000,000;

(6) Any natural person who had an individual income in excess of $200,000 in each ofthe two most recent years or joint income with that person's spouse in excess of$300,000 in each of those years and has a reasonable expectation of reaching thesame income level in the current year;

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(7) Any trust, with total assets in excess of $5,000,000, not formed for the specificpurpose of acquiring the securities offered, whose purchase is directed by asophisticated person as described in § 230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.

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Annex B to Subscription Agreement for U.S.Investors

DEFINITION OF "QUALIFIED PURCHASER"(as defined in Section 2(a)(51) of the InvestmentCompany Act of 1940, as amended (the "Act,,))

"Qualified Purchaser" means:

(1) An individual who owns not less than $5,000,000 in investmentst.

(2) A corporation, partnership or trust which (a) was not formed for the specific purpose ofacquiring an interest in a Fund, (b) owns at least $5,000,000 in investments, and (c) has atleast two equity owners (or in the case of a trust, has at least two beneficiaries) and all of

its equity owners or beneficiaries are Related Persons2.

(3) A corporation, partnership or trust which (a) was not formed for the specific purpose ofacquiring an interest in a Fund, and (b) owns at least $25,000,000 in investments.

(4) A trust which was not formed for the specific purpose of acquiring an interest in a Fundand each of the trustees or other persons authorized to make decisions with respect to thetrust and each of the grantors thereof (and any other person who has contributed assets tothe trust) is either an individual owning at least $5;000,000 of investments; or satisfiesone or more of the representations set forth in clauses (2) or (3) above.

(5) A corporation, partnership or trust each of the beneficial owners of which satisfies one ormore of the representations set forth in clauses (1), (2), (3) or (4) above.

When detennining ownership 'of "investments" the following general rules are applicable:

(1) Investments should be valued at either their fair market value as of the most recent practicable date or

cost.

(2) There must be excluded from the value of the investment the principal amount of any outstanding debt.including margin loans. incurred by the undersigned (or any owner of the undersigned) to acquire or for

the purpose of acquiring the investment.

(3) Investments include investments held jointly with the undersigned's spouse.

(4) Investments include investments held in any IRA. 401(k) or similar retirement account directed by the

undersigned and held for the undersigned's benefit.

(5) "Investments" shall mean the following:

A. securities which are publicly-traded and listed on a U.S. national securities exchange or traded on

NASDAQ:

B. shares in registered investment companies such as mutual funds and money market funds:

C. interests in private investment companies such as hedge funds. commodity pools and similar

private investment companies (such as the Fund):

D. cash and cash equivalents (including foreign cur rencies) held for investment purposes:

E. real estate held for investment purposes: and

F. shares of non-public companies which have total shareholder equity of $50 million or more.

2 "Related Persons" means individuals that are related as siblings or spouse (including former spouses) or directlineal descendants. spouses of such persons, estates of such persons or foundations. charitable organizations or

trusts established by or for the benefit of such persons.

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APPENDIX A-II


SUBSCRIPTION AGREEMENTFOR NON-U.S. INVESTORS

Collins Capital Fundsc/o Monument Financial Services, LLC806 Douglas Road, Suite 570Coral Gables, FL 33134Telephone (305) 666-3319Facsimile (305) 666-3439

Dear Sirs:

We understand that Collins Capital Investments, LLC ("Collins Capital" or the"Advisor") acts as the investment advisor to the private investment funds listed in Section 1(a)below (the "Collins Capital Funds"). Common Shares in the each of the Collins Capital Funds(the "Shares") are described in and offered pursuant to an Explanatory Memorandum (each, a"Memorandum"). Collins Capital has furnished to the undersigned (the "Subscriber") a copy ofthe applicable Memorandum as to each of the Collins Capital Funds in which the Subscriber hasindicated an interest and is subscribing for pursuant to the terms of this Subscription Agreement.

1. Subscription.

(a) The Subscriber hereby subscribes and agrees to purchase, subject to theterms and conditions hereof, and effective as of the date this subscription is so accepted by one ormore of the Collins Capital Funds (the "Subscription Date"), that number of Shares of such Fund(or that number of Shares of a specific class of such Fund, if applicable), that may be purchasedwith the sum indicated below, representing the agreed subscription amount. The Subscriber mustcomplete all relevant sections of the Subscription Agreement. Failure to do so may result in delayof acceptance of aSubscriber's subscription until a properly completed Subscription Agreementhas been received, processed and approved.

(b) The Subscriber is concurrently delivering payment (the "SubscriptionFunds") for the purchase of Shares in each of the Funds (as hereinafter defined) indicated below,by federal wire transfer of immediately available funds in the applicable currency, as follows:

Fund (check applicable box(es)): Amount of Subscription:

q Collins Capital Diversified Offshore Fund 1, Ltd. U.S.$

q Collins Capital Diversified Offshore Fund 11, Ltd.

q Class A U.S. Dollar Denominated Shares U.S.$q Class B Non-Voting Shares U.S.$q Class C Euro Denominated Shares €q Class D British Pound Denominated Shares £q Class E Yen Denominated Shares ¥

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q Collins Capital Low Volatility Performance Fund II, Ltd.

• Class A U.S. Dollar Denominated Shares U.S.$• Class B Non-Voting Shares U.S.$q Class C Euro Denominated Shares €q Class D British Pound Denominated Shares £q Class E Yen Denominated Shares ¥

(Note: Each of the Collins Capital Funds has a minimum subscription amount of U.S.$1,000,000, or the equivalent amount in the relevant currency, unless a Fund expresslyagrees to permit a lesser amount.) Each of the Collins Capital Funds subscribed for above isreferred to herein as a "Fund".

(c) It is understood and agreed that this subscription is made subject to theterms and conditions contained in this Section 1 and that each Fund is to hold and dispose of theSubscription Funds and Subscription Agreement in accordance with the following'' - -

(i) Each Fund shall have the right to accept or reject thissubscription, in its sole discretion.

(ii) The Subscription Funds shall be deposited in a Fund BankAccount with Northern Trust Company, separate and apart from the Advisor's own monies or themonies of any other person, firm or corporation, other than monies representing payment forsubscriptions for Fund Shares by other subscribers thereto. The Subscription Funds will be heldin trust for the purposes herein set forth and may not be transferred or used for any purposeexcept in accordance with the further provisions of this Section 1.

(iii) Should a Fund reject this subscription such Fund shall forthwiththereafter return the Subscription Funds, without abatement or interest, to the Subscriber.

(iv) Should a Fund accept this subscription, such Fund shall (i)register Shares of the respective Fund to the Subscriber in book-entry form pursuant to the termsof this Subscription Agreement and the Fund's Memorandum, as of the date of such acceptance;(ii) deliver and transfer the applicable amount of Subscription Funds to each Fund for investmentpursuant to theMemorandum; (iii) deliver the Subscription Agreement to each Fund; and (iv)cause each Fund to deliver to the Subscriber one counterpart each of this SubscriptionAgreement, accepted by the Fund.

2. Representations and Warranties. To induce the Funds to accept theSubscription, and recognizing its reliance thereon, the Subscriber hereby represents and warrantsas follows:

(a) The Subscriber is (check applicable box): (i) q an entity formedoutside of, and not resident in, the United States, any state therein or its territories or possessions(hereafter referred to collectively as the "United States"), and a majority of the beneficial ownersof the shares of capital stock of or other equity interests in the Subscriber are not persons who arecitizens, residents or entities of the United States (a "U.S. Person"); or (ii) q a natural personwho is not a U.S. Person; and in either event, is not a U.S. Person within the meaning of theInternal Revenue Code of 1986, as amended (the "Code") or Regulation S under the U.S.

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Securities Act of 1933, as amended (the "Securities Act") and is not controlled, directly orindirectly, by any such U.S. Person.

(b) The Subscriber (check one) q is/0 is not a "qualified purchaser", asthat term is defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended(the "Investment Company Act") (as set forth on Annex A hereto). (Note: In order to be eligibleto invest in Collins Capital Diversified Offshore Fund II, Ltd. and Collins Capital LowVolatility Performance Fund II, Ltd. the Subscriber must check "is" in this Section 2(b).)

(c) The execution, delivery and performance by the Subscriber of thisSubscription Agreement are within the powers of the Subscriber, have been duty authorized andwill not constitute or result in a breach or default under or conflict with any order, ruling orregulation of any court or other tribunal or of any governmental commission or agency, or anyagreement or other undertaking, to which the Subscriber is a party or by which the Subscriber isbound, and, if the Subscriber is not an individual, will not violate any provisions of theincorporation papers, by-laws, indenture of trust or partnership agreement, as may be applicable,of the Subscriber. If the Subscriber is an entity, such Subscriber shall provide excerpts from itsconstituent documents and/or applicable resolutions authorizing this investment. The signatureon this Subscription Agreement is genuine, and the signatory, if the Subscriber is an individual,has legal competence and capacity to execute the same, and this Subscription Agreementconstitutes a legal, valid and binding obligation of the Subscriber, enforceable in accordance withits terms. The Subscriber represents that all evidence of identity'; provided is genuine and allrelated information furnished is accurate.

(d) The Subscriber will not transfer directly or indirectly any of the Shares orany interest therein (including without' limitation any right to receive dividends or otherdistributions) to any U.S. Person or to any other person or entity (i) unless the proposed transfereehas made representations and warranties similar to those contained herein (including, withoutlimitation, those relating to the Securities Act) and such representations and warranties have beenapproved by the appropriate Fund, and (ii) unless the Shares are registered pursuant to theprovisions of the Securities Act or an exemption from such registration, in the opinion of U.S.counsel to the Funds, is available.

(e) The Subscriber was not present within the United States at the time ofexecution of this,_ Subscription Agreement and did not acquire and will not transfer any of itsShares within the ! United States; and the Subscriber did not engage (except as specificallyauthorized by the directors of each of the Funds) and will not engage in any activity relating tosale of the Shares in the United States.

(f) The Subscriber consents to being treated as a "professional investor' asthat term is defined under the Mutual Funds Act 1996 of the British Virgin Islands. TheSubscriber declares and represents that it is either a person (i) whose ordinary business involves,whether for its own account or for the accounts of others, the acquisition or disposal of propertyof the same kind as the property, or a substantial part of the property, of the Funds; or (ii) whohereby declares that it has a net worth in excess of one million dollars (U.S. $1,000,000) inUnited States cur rency or its equivalent thereof in any other lawful recognized currency.

(g) The Funds from time to time may invest in "new issues", as defined inNASD Rule 2790. In order for the Funds to determine the extent to which the Subscriber iseligible to participate in profits and losses from such "new issues", the Subscriber must respondto those statements below which apply to it and, if the Subscriber is a corporation, partnership,

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trust or other entity acting as nominee for another person, which apply to such person for whichthe entity is acting as nominee:

(1) Restricted Persons: The Subscriber, or a person having a beneficial

interestl in the Subscriber (check all that apply):

(i) q is a broker-dealer.

(ii) q is an officer, director, general partner, associated person oremployee of a broker-dealer (other than a limited business broker-dealer).2

(iii) q is an agent of a broker-dealer (other than a limited businessbroker-dealer) that is engaged in the investment banking or securitiesbusiness.

(iv) q is an immediate family member3 of a person described in item(ii) or (iii) above and such person (a) materially supports4, or receivesmaterial support from the immediate family' member; or (b) is employedby or associated with the broker-dealer, or an affiliate of the broker-dealer, selling the new issue to the immediate family member.

(v) q acts as a finder or acts in a fiduciary capacity (including,among others, attorneys, accountants and financial consultants) to themanaging underwriter in offerings.,

(vi) q has the authority to buy or sell securities for a bank, savingsand loan'°` institution, insurance company, investment advisor, orcollective investment accounts

(vii) q is an immediate family member of a person described in item(v) or (vi) above and such person materially supports, or receivesmaterial support from such person.

I The term "beneficial interest" as used herein means any economic interest such as the right to share in gains or

losses. The receipt of a management or performance based fee for operating a collective investment account, or

other fee for acting in a fiduciary capacity, is not considered a beneficial interest in the account.

2 A "limited business broker-dealer' is a member of the NASD engaged solely in the purchase or sale of either

investment company/variable contracts securities or direct participation program securities.

3 As used herein, the term "immediate family" includes parents, mother-in-law or father-in-law, husband or wife,brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, children and any other person towhom the person provides "material Support" defined in footnote 4, below.

4 As used herein, the term `'material support' means the direct or indirect provision of more than 25% of a person's

income in the prior calendar year. Members of the immediate family living in the same household are deemed to

be providing each other with material support.

5 As used herein, the tern `'collective investment account" means any hedge fund, investment partnership,

investment corporation, or any other collective investment vehicle that is engaged primarily in the purchase and/or

sale of securities. The term does not include an investment club where a group of individuals pool their money and

are collectively responsible for investment decisions, or a family investment vehicle owned solely by immediate

family members.

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(viii) q is a person listed, or required to be listed, in Schedule A of aForm BD (other than with respect to a limited business broker-dealer),except persons identified by an ownership code of less than 10%.6

(ix) q is a person listed, or required to be listed, in Schedule B of aForm BD (other than with respect to a limited business broker-dealer),except persons whose listing on Schedule B relates to an ownershipinterest in a person listed on Schedule A identified by an ownership codeof less than 10%.

(x) q is a person listed, or required to be listed, in Schedule C of aForm BD that meets the criteria of items (viii) and (ix) above.

(xi) q is a person that (a) directly or indirectly owns 10% or more ofa public reporting company listed, or required to be listed, in Schedule Aof a Form BD, or (b) directly or indirectly owns 25% or more of a publicreporting company listed, or required to be listed, in Schedule B of aForm BD, (other that a reporting company that is listed on a nationalsecurities exchange or is traded on the Nasdaq _National Market, andother than with respect to a limited business broker-dealer).

(xii) q is an immediate family member of a person specified in items(viii)-(xi), above, provided that the Subscriber should not initial this item(xii) if the person owning the broker-dealer (specified in items (viii)-(xi))

(a) does not materially support, or receive material supportfrom such person; and

(b) is not an owner of the NASD member, or an affiliate ofthe NASD member.

(xiii) q None of the above statements are applicable.

If the Subscriber initialed any of items (i)-(xii) above, please complete Section (2) below.

(2) Exempt Persons: The Subscriber (check all that apply):

(i) q is an investment company registered under the InvestmentCompany Act of 1940.

(ii) q is a common trust fund or similar fund as described inSection 3(a)(12)(A)(iii) of the Securities Exchange Act of 1934, asamended, and the fund (a) has investments from 1,000 or more accounts,and (b) does not limit beneficial interests in the fund principally to trust

b Items (viii)-(xi) pertain to "owners' of broker-dealers. The NASD has stated that an owner of a broker-dealer will be

viewed as having a "beneficial interest" in ail held by a subsidiary (i.e.. a sister company of the broker-dealer). Accordingly. an affiliate of a broker-dealer will be a Restricted Person.

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accounts of Restricted Persons. "Restricted Persons" are those personslisted in items (i)-(xii) of Section (1), above.

(iii) q is an insurance company general, separate or investmentaccount, and (a) the account is funded by premiums from 1,000 or morepolicyholders, or, if a general account, the insurance company has 1,000or more policyholders; and (b) the insurance company does not limit thepolicyholders whose premiums are used to fund the account principallyto Restricted Persons, or, if a general account, the insurance companydoes not limit its policyholders principally to Restricted Persons.

(iv) q is a corporation, partnership, trust or other :entity and thebeneficial interests of Restricted Persons do not exceed in the aggregate10% of such entity (the "De Minimis Exemption"). A Subscriber wholimits the participation by Restricted Persons to no more than 10% of theprofits and losses of new issues may initial this statement.

(v) q is a publicly traded entity (other than °a broker-dealer or anaffiliate of a broker-dealer where such broker-dealer is authorized toengage in the public offering of new issues either as a selling groupmember or underwriter) that: (a) is listed on national securitiesexchange, (b) is traded on the Nasdaq National Market or (c) is a foreignissuer whose securities meet the quantitative designation criteria forlisting on a national securities exchange or trading on the NasdaqNational Market.

(vi) q is an investment company organized under the laws of aforeign jurisdiction and (a) the investment company is listed on a foreignexchange or authorized for sale to the public by a foreign regulatoryauthority, and (b) no person owning more than 5% of the shares of theinvestment company is a Restricted Person.

(vii)' q is an benefits plan under the U.S. Employee Retirementincome Security Act of 1974, as amended ("ERISA"), that is qualifiedunder Section 401(a) of the Code and such plan is not sponsored solelyby a broker-dealer.

(viii) q is a state or municipal government benefits plan that issubject to state and/or municipal regulation.

(ix) q is a tax exempt charitable organization under Section501(c)(3) of the Internal Revenue Code.

(x) q is a church plan under Section 414(e) of the Internal RevenueCode.

(xi) q None of the above statements are applicable.

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(3) Investment Fund Investors: If the Subscriber is a "fund offunds," a feeder fund or other type of collective investment account, the Subscriber mustcomplete the following:

(i) Restricted Persons in the aggregate are entitled to receive notmore than % of the Subscriber's profits and losses from "newissues". [Note: The Funds will rely upon this percentage in makingany new issue allocations to the Subscriber, unless and until theSubscriber has advised the Funds as to any change.]

(ii) If Restricted Persons may account for more than 10% of thebeneficial interests in the Subscriber, please indicate whether or not theSubscriber's constituent documents have "carve-out" or similarprovisions to restrict the participation of Restricted Persons to not morethan 10% of any "new issue" allocation:

q Yes q No

(iii) If the answer to (ii) is "no", please describe briefly theprocedures you follow to assure meeting the limitation set forth in (i)above and compliance with NASD Rule 2790:

(4) The Subscriber further acknowledges that if the Subscriber issubject to the prohibitions of the NASD Rule 2790, the Subscriber will only be permitted to havea limited participation in any profits or losses from a Fund's new issues investments, if any, asdescribed in the Memorandum. The Subscriber further represents that, if it is not presently arestricted person, but becomes one, the Subscriber will notify the appropriate Funds in writingimmediately of such event, and the Subscriber will then be subject to a limited participation in theprofits or losses from a Fund's new issues investments, if any.

(h)'', The Subscriber (check applicable box(es)):

(i) q is/0 is not a "Benefit Plan Investor", as described under in the Memorandum and as defined in Regs 2510.3-101 (the"Plan Asset Regulations") under the U.S. Employee Retirement incomeSecurity Act of 1974, as amended ("ERISA") (the Subscriberunderstands that if it is an employee benefit plan, such as a profit-sharingplan or retirement plan, it is likely a "Benefit Plan Investor" for thispurpose, irrespective of the country in which the Subscriber is resident);and/or

(ii) q is/0 is not an entity (A) in which Benefit Plan Investors (asdescribed in (i) above) own 25% or more of the value of any class ofequity interests or (B) the underlying assets of which Benefit Plan Fundinclude "plan assets", within the meaning of the Plan Asset Regulationsor otherwise under ERISA.

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0) The Subscriber, together with his or its advisors, has such knowledge andexperience in financial matters that it is capable of evaluating the relative risks and merits of aninvestment in a Fund and, without limiting the generality of the foregoing, has had extensiveexperience in investments of the type represented by the Shares.

0) The Subscriber, together with its advisors, have received and carefullyreviewed the appropriate Fund's Memorandum, understands fully the contents thereof and hashad the opportunity to discuss with the principals of the Advisor the proposed business and affairsof the Funds and has received the information it requires to make an informed investmentdecision.

(k) In particular, the Subscriber, together with its advisors, have receivedand carefully reviewed the section entitled "Risk Factors" in the Memorandum, understands fullythe contents thereof, is in a position to bear the risks of an investment a Fund, including thepossible loss of its entire investment and understands that an investment in a Fund is suitable onlyas a limited part of an overall prudent and balanced investment program.

(1) The Subscriber understands, as described in the Memorandum, that theShares will have limited liquidity and acknowledges that it will not require liquidity of itsinvestment therein.

(m) The Subscriber acknowledges and agrees that in determining to invest inShares, it is relying solely upon the contents of the Memorandum and upon no other document,information or statement furnished to it by oron:behalf of a Fund, the Advisor, the Administratoror their agents or employees, any and all of which is superseded in full by the contents of theMemorandum.

(n) The Subscriber meets any and all other eligibility standards set forthunder "Eligible Investors" in the Memorandum.

(o) The Subscriber certifies under penalty of perjury that it is not a U.S.Taxpayer (as hereinafter defined). As used herein, the term "U.S. Taxpayer" includes a U.S.citizen or resident alien of the United States (as defined for United States federal income taxpurposes); any entity treated as a partnership or corporation for U.S. tax purposes that is createdor organized in, or under the laws of, the United States or any State thereof; any other partnershipthat is treated as a U.S. person under the U.S. Treasury Department regulations; any estate, theincome of which is subject to U.S. income taxation regardless of source; and any trust over whoseadministration a court within the United States has primary supervision and all substantialdecisions of which are under the control of one or more U.S. fiduciaries. Persons who have losttheir U.S. citizenship and who live outside the United States may nonetheless in somecircumstances be treated as U.S. Taxpayers.

The Subscriber has properly executed and furnished herewith an appropriate IRSForm W-8 certifying as to the Subscriber's non-U.S. status for U.S. federal tax purposes.

The Subscriber further certifies under penalty of perjury that the taxable yearprovided below is correct and that it agrees to notify the Funds immediately of any change in theinformation provided above.

Taxable Year End (please check one): q December 31 q Other (specify)

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(p) The Subscriber hereby authorizes and instructs each of the Funds and theAdministrator to accept and execute any instructions in respect of the Shares to which thisSubscription Agreement relates given by the Subscriber in written form or by facsimile. Ifinstructions are given by the Subscriber by facsimile, the Subscriber undertakes to send the originalletter of instructions to the Funds and agrees to keep each of the Funds and the Administratorindemnified against any loss of any nature whatsoever arising to any of them as a result of any ofthem acting upon facsimile instructions. Each of the Funds and the Administrator may relyconclusively upon and shall incur no liability in respect of any action take upon any notice, consent,request, instructions or other instrument believed in good faith to be genuine or to be signed byproperly authorized persons.

3. Further Representations and Warranties Pursuant to Anti-MoneyLaundering and Anti-Terrorist Regulations.

The Subscriber hereby further represents and warrants as follows:

(a) The Subscriber acknowledges that due to certain anti-money launderingrequirements, each of the Funds reserve the right to request additional documentation it deemsnecessary to verify the identify of the Subscriber. The Subscriber also acknowledges that failureto provide the necessary evidence may result in applications being rejected or in delays in thedispatch of documents. Further, the Subscriber ,agrees'` that each of the Funds and theAdministrator shall be held harmless and indemnified against any loss arising due to the failure toprocess this application or a transfer or redemption request if such information as has beenrequested and has not been provided by the Subscriber.

(b) (i) The Subscriber represents that all evidence of identity providedis genuine and all related, information furnished is accurate. TheSubscriber agrees to provide any information deemed necessary by theFunds in their sole discretion, to comply with its anti-money launderingand anti-terrorist financing program and related responsibilities.

(ii) The Subscriber represents that its Subscription Funds were notand are not directly or indirectly derived fi•om activities that maycontravene federal, state or international laws and regulations, includinganti-money laundering laws and regulations.

(iii) Check one of the following:

(1) q The Subscriber is acquiring the Shares for its ownaccount, risk and beneficial interest, and:

n is not acting as agent, representative, intermediary/nominee or in anysimilar capacity for any other person;

n no other person will have a beneficial or economic interest in the Shares;

n does not have any intention or obligation to sell, distribute, assign ortransfer all or a portion of the Shares to any other person.

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(2) q The Subscriber is an investor intermediary investing in itsown name on behalf of other investors, which, _for thesepurposes, may include, without limitation, an introducing firm,an asset aggregator, a nominee or a fund of funds (each, an"Intermediary"); and

n is subscribing for Shares as a record owner in its capacity as (circle oneof the following) [agent / representative / nominee] on behalf of one or moreinvestors ("Underlying Investors"), and agrees that the representations,warranties and covenants made in this Subscription Agreement are made by it onbehalf of itself and the Underlying Investors;

n The Intermediary: (i) has all requisite power and authority from theUnderlying Investors to execute and perform the obligations under theSubscription Agreement; (ii) has carried out investor identification procedureswith regard to all Underlying Investors, to the extent it is required to do so byapplicable law; and (iii) has established the identity of all Underlying Investors,holds evidence of such identities, to the extent it is required to do so byapplicable law, and will make such information available to the Funds uponrequest.

(c) Subscriber agrees to promptly notify the 'Funds should the Subscriberbecome aware of any change in the information set forth in these representations. The Subscriberfurther agrees to provide any information deemed necessary by a Fund, in its sole discretion, tocomply with its anti-money laundering and anti-terrorist financing program and relatedresponsibilities. The Subscriber is advised and hereby acknowledges and understands that, bylaw, the Funds may be required to disclose the Subscriber's identity to regulatory authorities.

(d) The Subscriber represents and warrants that, to the best of its knowledge,none of. (i) the Subscriber (ii) any person controlling or controlled by the Subscriber; (iii) if theSubscriber is a privately held entity, any person having a beneficial interest in the Subscriber; or(iv) any person for whom the Subscriber is acting as agent or nominee in connection with thisinvestment is: a seniorforeign political figure, 7 any immediate family member-8 or closeassociate9 of a senior foreign political figure, as such terms are defined in the footnotes below.

(e) If the Subscriber is a non-U.S. banking institution (a "Foreign Bank") orreceives deposits from, makes payments on behalf of, or handles other financial transactionsrelated to a Foreign Bank, the Subscriber represents and warrants to the Funds that: (i) TheForeign Bank has a fixed address, other than solely an electronic address, in a country in whichthe Foreign Bank is authorized to conduct banking activities; (ii) the Foreign Bank employs one

7 A "senior foreign political figure" is defined as a senior official in the executive, legislative. administrative,military or Judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government owned corporation. In addition, a "senior

foreign political figure" includes any corporation. business or other entity that has been formed by or for the benefit

of a senior foreign political figure.

8 `Immediate family" of a senior foreign political figure typically includes the figure's parents, siblings, spouse,

children and in-laws.

9 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an

unusually close relationship with the senior foreign political figure, and includes a person who is in a position to

conduct substantial U.S. and non-U.S. financial transactions oil of the senior foreign political figure.

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or more individuals on a full-time basis; (iii) the Foreign Bank maintains operating recordsrelated to its banking activities; (iv) the Foreign Bank is subject to inspection by the bankingauthority that licensed the Foreign Bank to conduct banking activities; and (v) the Foreign Bankdoes not provide banking services to any other Foreign Bank that does not have a physicalpresence in any country and that is not a regulated affiliate.

(f) The Subscriber understands and agrees that any redemption of Shareswill be paid to the same account from which the Subscriber's investment in the Funds wasoriginally remitted, unless the Funds, in its sole discretion, agree otherwise.

(g) The Subscriber further represents and warrants that,_ to the best of itsknowledge, none of (i) the Subscriber; (ii) any person controlling or controlled by the Subscriber;(iii) if the Subscriber is a privately held entity, any person having a beneficial interest in theSubscriber, or (iv) any person for whom the Subscriber is acting as agent or nominee inconnection with this investment is a person or entity whose name appears on the List of SpeciallyDesignated Nationals and Blocked Persons maintained by the U.S. Office of Foreign AssetsControl ("OFAC'), Itt The Subscriber acknowledges that if the Underlying Investor is, or theFunds reasonably believe that the Underlying Investor is, a prohibited investor, the Funds may beobligated to freeze its investment, either by prohibiting additional investments, declining anyredemption requests and/or segregating the assets constituting the investment in accordance withapplicable regulations, or its investment may be immediately redeemed by a Fund, and it shallhave no claim against a Fund or any of its affiliates for any form of damages as a result of anyaforementioned actions.

(h) The Subscriber represents that the following individual or individuals areauthorized to act on behalf of the Subscriber to give and receive instructions between the Funds(or its representatives, including the Administrator) and the Subscriber. Such individuals are theonly persons so authorized until further written notice, signed by one or more of such individuals,to the appropriate Fund.

Name Specimen Signature

The foregoing representations and warranties are true and accurate as of the datehereof and shall be true and accurate as of the date of delivery of the Subscription Funds and theSubscription Agreement to the Funds and shall survive such delivery. If in any respect suchrepresentations and warranties shall not be true and accurate prior to delivery of the SubscriptionFunds to the Funds, the Subscriber shall give written notice of such fact to the Funds specifyingwhich representations and warranties are not true and accurate and the reasons therefor.

4. Reaffirmation of'Representations, Etc.

(a) The Subscriber agrees that the foregoing representations and warrantieswill be deemed to be reaffirmed by the Subscriber at any time it makes an additional investment

10 The list of prohibited persons and entities can be found on the U.S. Office of Foreign Assets Control website atwww.treas.gov/ofac.

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in a Fund and if any of the foregoing representations cease to be true, the Subscriber willpromptly notify the Funds of the facts pertaining to such changed circumstances.

(b) Without limiting the generality of paragraph (a) hereof, the Subscriberexpressly agrees to give the Funds not less than 30 days' prior written notice in the event thatU.S. Persons who are or are to become shareholders or other equity owners of the Subscriber (i)will constitute a majority of the shareholders or other such equity owners, or otherwise control theSubscriber; and/or (ii) will be one hundred (100) or more in number. The Subscriberacknowledges that in either such event the Funds, as provided in their respective Articles ofAssociation, may require that all of the Shares held by the Subscriber be redeemed.

(c) The Subscriber agrees that it will supply the directors of each of theFunds with such other information as from time to time is generally requested by the Funds anddeemed necessary or desirable in order to avoid the loss of a contemplated tax benefit to a Fundor any of its shareholders and in order to ascertain that no violation by the Funds shall occur ofany securities laws of the United States (including the Securities Act, the Investment CompanyAct of 1940, and the Investment Advisers Act of 1940) or of any other applicable jurisdiction.

5. Indemnity.

(a) The Subscriber agrees that any Shares hereby subscribed for or otherwiseacquired will be held subject to the terms and conditions of the Memorandum and Articles ofAssociation of the respective Fund, as amended from time to time, and recognizes that each Fundwill protect and indemnify its directors and other representatives against liability, to the extent setforth in the Articles.

(b) The Subscriber agrees to indemnify and hold harmless each of the Funds,the Advisor and the Administrator, and their respective directors, officers, shareholders, membersor other owners, their agents attorneys, accountants and employees, from and against any loss,liability, cost or expense (including attorneys" fees, taxes and penalties) which may result,directly or indirectly, from any misrepresentation or breach of any warranty, covenant oragreement of the Subscriber set forth herein or in any other document delivered by the Subscriberto the Funds. The Subscriber further agrees to indemnify and hold harmless each of the Funds,their directors, officers and shareholders, from and against any and all loss, damage or liability(including attorneys fees) arising out of any liability for United States taxes caused by actions ofthe Subscriber.

6. Appointment of Revocable Proxy. The Subscriber hereby designates andappoints Bison Financial Services Limited (the "Agent"), with full power of substitution, as itstrue and lawful proxy and attorney-in-fact for the purpose of voting the Shares subscribed forherein or otherwise acquired as said Proxy may determine on any and all matters which may ariseat any meeting of shareholders and upon which such shares could be voted by Shareholderspresent in person at such meeting. This Proxy may be revoked by the owner of record of theshares hereby subscribed for, either personally or by presentation of a subsequently executedProxy at any meeting of shareholders, or by written notice to the Agent, at the above address (orsuch other address as the Funds or the Agent shall furnish in writing to a Shareholder) receivedprior to any such meeting.

7. Restrictive Legend. The Subscriber agrees that a legend, readingsubstantially as follows, may be placed on each stock certificate, if any, issued to the Subscriberpursuant to this Subscription Agreement and Revocable Proxy or otherwise acquired, and that the

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Funds may take all steps it may deem necessary or desirable to assure that the restrictionscontained therein are complied with:

"The shares of the Company represented by this certificate aresubject to certain restrictions which prohibit the transfer of these shares topersons who are citizens, residents or entities of the United States, itsterritories or possessions, or are otherwise U.S. Persons, as defined in theArticles of Association of the Company, other than certain permittedtransfers to Qualified U.S. Tax-Exempt Entities, as defined therein. Suchshares have not been registered under the U.S. Securities Act of 1933 andmay be offered and sold only if registered pursuant to the provisions of thatAct, or as permitted by Regulation S, Rule 144 or other exemption fromregistration under that Act in a manner satisfactory to U.S. counsel to theCompany. Such shares are subject to a revocable proxy granted pursuant toa Subscription Agreement and Revocable Proxy between the shareholderand the Company, a copy of which is on file at the business office of theCompany, c/o Bison Financial Services Limited, Bison Court, Road Town,Tortola, British Virgin Islands."

8. Execution of Documents. Two executed copies of this SubscriptionAgreement and Revocable Proxy are being sent to the Funds at the address set forth above. Thename and address set forth below will be used for the purpose of recording the Subscriber as ashareholder of one or more of the Funds.

9. Miscellaneous. This Subscription Agreement and Revocable Proxy isthe sole agreement of the parties hereto with respect to the subject matter hereof and may not beamended, modified, revoked (except as provided herein) terminated or waived, except in writingsigned by the person(s) to be bound thereby or as expressly provided herein. This SubscriptionAgreement and Revocable Proxy shall be governed by the laws of the British Virgin Islands.

[Signature Page is Following Page]

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COLLINS CAPITAL FUNDSSUBSCRIPTION AGREEMENT FOR NON-U.S. INVESTORS

SIGNATURE PAGE

Dated: Very truly yours,

[Print name of Subscriber]

By:

By:

[Signature of Authorized Signatory(ies)]

[Print name(s) and title(s) ofAuthorized Signatory(ies)]

[Please Complete Subscriber Information on Following Page]

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SUBSCRIBER INFORMATION

Subscriber's Telephone No.:

Subscriber's Facsimile No.:

Email address:

Subscriber's Registered Address:

Additional copies of correspondence to:

Name:

Telephone No.:

Facsimile No.:

Email address:

Registered Address:

Please indicate exactly how record ownership of the Shares subscribed for is to bereflected on the Share Register of the Fund (if none is designated Shares will appear inthe name of Subscriber set forth above):

Please indicate nature of relationship between Subscriber and above designation ofrecord owner, if any (e.g., custodial account, nominee account, etc.):

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Name of financial institution wiring subscription payment and the account at such institutionbeing debited:

Name: Branch or Location:

Account Name:

Account No.:

Contact Name: Contact Phone No.:

Date of Remittance:

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ACCEPTANCE OF SUBSCRIPTION

The subscription for Shares of the Collins Capital Fund(s) as set forth in Section l (a) of theattached Subscription Agreement by [name of Subscriber] asdescribed therein is hereby accepted, as of an effective subscription date of 20, subject to the conditions set forth therein and in the Memorandum referred to therein.


By:

Name:

Title:

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Annex A to Subscription Agreement for Non-U.S. Investors

DEFINITION OF "QUALIFIED PURCHASER"(as defined in Section 2(a)(51) of the InvestmentCompany Act of 1940, as amended (the "Act„))

"Qualified Purchaser” means:

(1) An individual who owns not less than $5,000,000 in investmentst.

(2) A corporation, partnership or trust which (a) was not formed for the specific purpose ofacquiring an interest in a Fund, (b) owns at least $5,000,000 in investments, and (c) has atleast two equity owners (or in the case of a trust, has at least two beneficiaries) and all ofits equity owners or beneficiaries are Related Persons2.

(3) A corporation, partnership or trust which (a) was not formed for the specific purpose ofacquiring an interest in a Fund, and (b) owns at least $25,000,000 in investments.

(4) A trust which was not formed for the specific purpose of acquiring an interest in a Fundand each of the trustees or other persons authorized to make decisions with respect to thetrust and each of the grantors thereof (and any other person who has contributed assets tothe trust) is either an individual owning at least $5,000,000 of investments; or satisfiesone or more of the representations set forth in clauses (2) or (3) above.

(5) A corporation, partnership or trust each of the beneficial owners of which satisfies one ormore of the representations set forth in clauses (1), (2), (3) or (4) above.

When determining ownership of *'investments" the following general rules are applicable:

(1) Investments should be valued at either their fair market value as of the most recent practicable date or

cost.

(2) There Must be excluded from the value of the investment the principal amount of any outstanding debt,

including margin loans, incurred by the undersigned (or any owner of the undersigned) to acquire or for

the purpose of acquiring the investment.

(3) Investments include investments held jointly with the undersigned's spouse.

(4) Investments include investments held in any IRA. 401(k) or similar retirement account directed by the

undersigned and held for the undersigned's benefit.

(5) `Investments" shall mean the following:

A. securities which are publicly-traded and listed on a U.S. national securities exchange or traded on

NASDAQ:

B. shares in registered investment companies such as mutual funds and money market funds:

C. interests in private investment companies such as hedge funds. commodity pools and similar

private investment companies (such as the Fund):

D. cash and cash equivalents (including foreign currencies) held for investment purposes.

E. real estate held for investment purposes: and

F. shares of non-public companies which have total shareholder equity of $50 million or more.

2 "Related Persons' means individuals that are related as siblings or spouse (including former spouses) or direct

lineal descendants, spouses of such persons, estates of such persons or foundations, charitable organizations or

trusts established by or for the benefit of such persons.

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09-80846-Civ-MARRA/JOHNSONCase 9:09-cv-80846-KAM Document 1-3 Entered on FLSD Docket 06/05/2009 Page ,c 40 of 40

'zJS44 (Rev, 2/08) CIVIL COVER SHEETThe JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service ofplcadings or other papers as I June 5, 2009by local rules of court. This form, approved by the Judicial Conference of the United States in Se p tember 1974, is required for the use of the Clerk cthe civil docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.) NOTICE: Attorneys MUST Indicate All Re-filed

I. (a) PLAINTIFFS DEFENDANTS STEVEN M. LARIMORECLERK U.S. DIST. CT.

West Palm Beach Police Pension Fund Collins Capital Low Volatility Performan. s. D. o f FLA. -MIAMI

Capital Low Volatility Performance Fund, II, LP, et. al.(b) County of Residence of First Listed Plaintiff Palm Beach County County of Residence of First Listed Defendant

(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

(C) Attorney's (Firm Name, Address, and Telephone Number) NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT

LANDINVOLVED.Saxena White P.A.

2424 N. Federal Highway, Suite 257, Boca Raton, FL 33431 Attorneys (If Knew a)

561-394-3399

(d) Check County Where Action Arose: q MIAMI- DADE q MONROE -3 BROWARD V/ PALM BEACH q MARTIN q ST. LUCIE q INDIAN RIVER q OKEECHOBEEHIGHLANDS

II. BASIS OF JURISDICTION (Place an °x° in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES(Place an °X° in One Box for Plaintiff(For Diversity Cases Only) and One Box for Defendant)

q 1 U.S. Govcrnmcnt V/] 3 Fcderal Question PTF DEF PTF BEEPlaintiff (U.S. Government Not it Party) Citizen ofThis State 71 1 q 1 Incorporated co Principal Place q 4 7 4

of Business In This State

q 2 U.S. Govcrnmcnt 7 4 Diversity Citizen of Another State q 2 q 2 Incorporated nod Principal Place q 5 7 5Defendant of Business In Another State

L91 coy /lIZZIV 4(indeatert,,sl,,p of Pa ics in Item

Citizen or Subject of a 171 3 O 3 Foreign Nation -3 6 7 6Foreign Country

IV. NATURE OF SUIT (Place an °X" in One Box Only) CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

q I10 Insurance PERSONAL INJURY PERSONAL INJURY q 610 Agriculture q 422 Appeal 28 USC 158 q 400 State Reapportionmentq 120 Marine q 310 Airplane q 362 Personal Injury - q 620 Other Food & Drug q 423 Withdrawal 7 410 Antitrustq 130 Miller Act 7 315 Airplane Product Med. Malpractice O 625 Drug Related Scizure 28 USC 157 q 430 Banks and Bankingq 140 Ne gotiable Instrument Liability q 365 Personal Injury - of Property 21 USC 881 q 450 Commerceq 150 Recovery of Overpayment q 320 Assault, Libel & Product Liability q 630 Liquor Laws ( PROPERTY RIGHTS q 460 Deportation

& Enforcement of Judgment Slander q 368 Asbestos Personal q 640 R.R. & Truck q 820 Copyrights q 470 Racketeer Influenced andO 151 Medicare Act q 330 Federal Employers' Injury Product q 650 Airline Regs. q 830 Patent Corrupt Organizationsq 152 Recovery of Defaulted Liability Liability 71 660 Occupational q 840 Trademark q 480 Consumer Credit

Student Loans q 340 Marine PERSONAL PROPERTY

Safety i Health -1 490 Cabe,Sat TV(Excl. Veterans) 7) 345 Marine Product q 370 Other Fraud q 690 Other 1 810 Selective Service

q 153 Recovery of Overpayment Liability -1 371 Truth in Lending ( LABOR SOCIAL SECURITY-3

Securities/Commodities:of Veteran's Benefits 7 350 Motor Vehicle -1380 Other nPersoal -1710 Fair Labor Standards 71861 HIA (1395ft) Exchange

7 160 Stockholders' Suits 71 355 Motor Vehicle Property Damage Act '1 862 Black Lung (923) q 875 Customer Challenge190 Other Contract Product Liability q 385 Property Damage q 730 Labor Mgmt. Relations 7 863 DIWC DIW W (405(8)) 12 USC 3410

q 195 Contract Product Liability q 360 Other Personal Product Liability q 730 Labor;Mgmt.Reporting 7 864 SSID Title XVI q 890 Other Statutory Actions7 196 Franchise Injury & Disclosure Act q 865 RSI (405(8)) -1 891 Agricultural Acts

REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS q 740 Railway Labor Act FEDERAL TAX SUITS q 892 Economic Stabilization Actq 210 Land Condemnation q 441 Voting q 510 Motions to Vacate q 790 Other Labor Litigation q 870 Taxes (U S, Plaintiff q 893 Eneinatm en l al Mint—7 2311 Foreclosure q 443 Employment Sentence q 791 Emp1_ Ret_ Inc. Securilv or Defendant) -1 894 Energy Allocalion Actq 230 Rent Lease & Ejectment 7 443 Ilousing. Habeas Corpus: Act 7 871 IRS—Third Party 7 R95 FrceJom of Info rmutiun Act-1240 Torts to Land Accom... odations 7 530 Genm

cd 26 USC 7001)q 245 Tort Product Liability q 444 Welfare -1 535 Death Penalty I I 161M ICIRATION q 900 Appeal of Fee Determination

445 Au, w. Disabilities - 462 Nn tiara I.-lion Under Equal Access to ,Justice-1 ?90 All Other Real Property _1 q 5411 Mandamus &Other 7Employment Application446 Amcr. w. Disabilities -.1 550 Civil Right, -1 463 Ilabcos Corpus-AlienOther Dewinec

465 Othcr Immigration 950 Constitutionality of State;1 -140 Olhcr Civil Rights _.5 Prison C'onJition 7 qActions Statu ics

V. ORIGIN (P1a « an -X" in one Box Only) Appeal to DistrictTransferred from lad c fromI Original L7 2 Removed from L7 3 Re-filed-1-1 4 Reinstated or L7 5 • mother district 1-1 6 Multidistrict L7 7 MagistrateProceeding State Court (see VI below) Reopened (specify) Litigation Judenent

a) Re-tiled Case O YES N71 NO b) Related Cases 17 YES 7 NO 11;.V1. RELATED/RE-FILED

(Scc insh—aionsCASE(S). second page): JUDGE DOCKET NUMBER

Cite the U.S. Civil Statute Under which you arc filing and Write a Brief Statement of Cause (Do not cite jurisdictional statutes unlessdiversity):

VIL CAUSE OF ACTION 15 U.S.C. § 80b - I et seq. Violations of Federal Securities Laws

LENGTH OF TRIAL via 14 days estimated (for both sides to try entire case)

VIII. REQUESTED IN Vn CHECK IF THIS IS A CLASS ACTION DEMANDS CHECK YES only ifdenlanded in complaint:COM PLAINT: UNDER F.R.CP.\ 3 JURY DEMAND: Yes O No

ABOVE INFORMATION IS TRUE & CORRECT TO S ^NA/ [ OF TT 2N N F RECORD DATETHE BEST OF MY KNOWLEDGE 7

June 5, 2009FOR F'IC'E USE ONLN' /^

1 AMOUNT 35(> RECE I PT '^ 9 I I

140 of 140 333

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