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SHAREHOLDER INFORMATION MEMORANDUM

LEO CAPITAL GROWTH SPC PLC


(an umbrella investment company with variable capital and with segregated liability between sub-funds with one closed-ended sub-fund incorporated with limited liability in Ireland under the Companies Acts 1963 to 2009 with registration number [ ] authorised by the Central Bank of Ireland pursuant to Part XIII of the Companies Act 1990.)

[ ], 2011
This Shareholder information document does not relate to an offer of Shares in Leo Capital Growth SPC Plc. The distribution of this Shareholder Information Memorandum may be restricted in certain jurisdictions. No persons receiving a copy of this Shareholder Information Memorandum in any such jurisdiction may treat this Shareholder Information Memorandum as constituting an invitation to them to subscribe for Participating Shares.

Copy Number
Q:\Commer\Prospectus2\L\Leo Capital Growth PLC\Leo Capital Growth PLC.redom.d15.doc

This Shareholder Information Memorandum (the Memorandum) does not relate to an offer of segregated portfolio shares (the Shares) issued in respect of a segregated portfolio (each, a Segregated Portfolio and together, the Segregated Portfolios in Leo Capital Growth SPC Plc (the Company). This Memorandum is being issued for the purpose of meeting Shareholder disclosure requirements on the re-domiciliation of the Company to Ireland as required by the Central Bank of Ireland. The Company currently has one Segregated Portfolio, PS Segregated Portfolio, which may be divided into different classes of Shares (Classes) to denote differing characteristics attributable to particular Shares. Responsibility Statement The directors of the Company (the Directors) whose names appear on page [31 to 32] accept responsibility for the information contained in this Memorandum. To the best of the Directors knowledge and belief (who have taken all reasonable care to ensure that such is the case), the information contained in this Memorandum is in accordance with all facts, and does not omit anything likely to affect the import of such information. Statements made in this Memorandum are based on the law and practice in force in the Republic of Ireland at the date of the Memorandum, which may be subject to change. The delivery of this Memorandum shall not under any circumstances constitute a representation that the affairs of the Company or PS Segregated Portfolio have not changed since the date hereof. Any information or representation not contained herein or given or made by any broker, salesperson or other person should be regarded as unauthorised and should accordingly not be relied upon. Central Bank of Ireland (Central Bank) The Company is authorised by the Central Bank pursuant to the provisions of Part XIII of the Companies Act, 1990. The Central Bank shall not be liable by virtue of its authorisation of the Company or by reason of its exercise of the functions conferred on it by legislation in relation to the Company for the performance or default of the Company. Authorisation does not constitute a warranty by the Central Bank as to the credit-worthiness or financial standing of the various parties to the Company. Such authorisation is not an endorsement or guarantee of the Company by the Central Bank. The Central Bank is not responsible for the contents of this Memorandum. Accordingly, while the Company is authorised by the Central Bank, the Central Bank has not set any limits or other restrictions on the investment objectives, the investment policies or on the degree of leverage which may be employed by the Company, nor has the Central Bank reviewed this Memorandum. The scheme must comply with the aim of spreading investment risk in accordance with Section 253(2)(a) of the Companies Act, 1990 Part XIII. The aggregate minimum initial subscription across all segregated portfolios of the Company will always be at least 100,000 and the Company is authorised by the Central Bank to market its Shares solely to Qualifying Investors. Qualifying Investors must certify in writing to the Investment Manager that they meet the minimum criteria set out in the definition of Qualifying Investor in the section headed Glossary of Terms and that they are aware of the risk involved in the proposed investment and of the fact that inherent in such investment is the potential to lose the entire sum invested. Reliance on the Memorandum Investors should not treat the contents of this Memorandum as advice relating to legal, taxation, investment or other matters. You should consult your stockbroker, accountant, solicitor, independent financial adviser or other professional adviser. Prices for Shares in the Fund may fall as well as rise. This Memorandum does not constitute an offer to sell, nor a solicitation of an offer to buy, nor will there be any sale of any Shares, (a) in any jurisdiction in which such offer, solicitation or sale is not authorised or (b) to any person to whom it is unlawful to make such offer, solicitation or sale. None of the Company, the PS
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Segregated Portfolio, or the Shares described in this Memorandum have been or will be registered under the securities laws of any jurisdiction. The direct or indirect ownership of Shares by U.S. Persons is prohibited. Closed Ended Segregated Portfolio
PS Segregated Portfolio is structured as a closed-ended Segregated Portfolio. During the Term of PS Segregated Portfolio, (as defined herein), Shareholders shall not be entitled to request the redemption of their Shares.

Redemptions by the Directors Notwithstanding that Shareholders may not request the redemption of their Shares for as long as the PS Segregated Portfolio remains closed-ended, the Directors may in certain circumstances as outlined below under Redemptions, Compulsory Redemptions redeem or repurchase Shares or any Class thereof during the life of the PS Segregated Portfolio. Restrictions on Distribution This Memorandum does not constitute an offer or solicitation to any person in any jurisdiction. This Memorandum is confidential and is intended solely for the use by the intended recipient. This Memorandum cannot be reproduced or distributed to any other persons. This Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Fund, and should not be reproduced or used for any other purpose. The distribution of this Memorandum may be restricted in certain other jurisdictions. It is the responsibility of any person or persons in possession of this Memorandum to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Shareholders should read this Memorandum in its entirety and should pay particular attention to the information in Risk Factors. Investment in the PS Segregated Portfolio is suitable only for sophisticated investors who have the financial ability and willingness to accept the high risks inherent in an investment in the PS Segregated Portfolio. No assurance can be given that the PS Segregated Portfolios investment objectives will be achieved or that investors will receive a return of their capital. Risk Factors PS Segregated Portfolio carries substantial and above average risk, and is suitable only for investors who are in a position to take such risk. The value of Shares can go down as well as up. There is not and will not be any active trading in the Shares. There can be no assurance that the investment objective of the PS Segregated Portfolio will be achieved, and investment results may vary substantially over time. Investment in the PS Segregated Portfolio is not intended to be a complete investment programme for any investor.

TABLE OF CONTENTS
SUMMARY .................................................................................................................................................................. 5 RISK FACTORS ........................................................................................................................................................... 9 IMPORTANT INFORMATION ................................................................................................................................. 15 DIRECTORY .............................................................................................................................................................. 17 POTENTIAL CONFLICTS OF INTEREST ............................................................................................................... 18 THE COMPANY ........................................................................................................................................................ 20 INVESTMENT OBJECTIVE AND POLICY............................................................................................................. 22 CAPITALIZATION .................................................................................................................................................... 25 MANAGEMENT, ADMINISTRATION AND PRIME BROKERAGE .................................................................... 26 SUBSCRIPTION FOR PARTICIPATING SHARES ................................................................................................. 44 REDEMPTION OF SHARES ..................................................................................................................................... 47 CALCULATION OF NET ASSET VALUE .............................................................................................................. 50 TRANSFER RESTRICTIONS .................................................................................................................................... 53 TAXATION ................................................................................................................................................................ 54 ADDITIONAL INFORMATION................................................................................................................................ 63 GLOSSARY OF TERMS ............................................................................................................................................ 65

SHAREHOLDER INFORMATION MEMORANDUM

LEO CAPITAL GROWTH SPC PLC


(An umbrella investment company with variable capital and with segregated liability between sub-funds incorporated under the laws of Ireland)

SUMMARY
SUMMARY This summary provides an overview of selected information contained elsewhere in this Memorandum and should be read as an introduction to this Memorandum. You should carefully read the Memorandum in its entirety, including the information discussed under Risk Factors beginning on page 8]. This Memorandum does not relate to the issue of Shares. Where new Issuances of Shares are issued, at the discretion of the Directors, such Issuances will have at least one full trading day which will be announced in a press release and notified to all Shareholders in advance. A separate prospectus will be issued in respect of any future Issuance. The Company The following summary should be read in conjunction with the full text of this Memorandum, the Articles of Association of the Company and the Material Contracts disclosed in this Memorandum and is qualified in its entirety by reference to such documents. Leo Capital Growth SPC PLC is a limited liability investment company with variable capital registered in Ireland on [ ], 2011, under the Companies Acts 1963-2009. The Company was formed as a segregated portfolio company in the Cayman Islands and registered there on August 25, 2006 and was re-domiciled to Ireland on [ ], 2011 where it is regulated by the Central Bank as a Qualifying Investor Fund pursuant to the provisions of Part XIII of the Companies Act, 1990. The authorized share capital of the Company is 250,000,001 divided into 100 Management Shares with no par value and 5,000 Participating Shares with no par value. All Management Shares have been issued to the Investment Manager at a price of [ ]. The Company has been established as an umbrella company with segregated liability between Segregated Portfolios. At the date of this Memorandum, only one segregated portfolio has been created: the PS Segregated Portfolio. The PS Segregated Portfolio has one class of shares: the class Participating Shares which participate in the PS Segregated Portfolio. Only the class Participating Shares is listed on Euronext Amsterdam. There are no current plans to create any further segregated portfolios nor classes of shares however, subject to the approval of the Central Bank, the Directors may in the future create additional segregated portfolios and additional classes of shares within segregated portfolios in their sole and absolute discretion. On or prior to the seventh anniversary of the first issue of Participating Shares in the PS Segregated Portfolio (being June 27, 2014), the Board of Directors will convene a general meeting of shareholders at which a resolution will be put to all holders of Participating Shares in the PS Segregated Portfolio to continue the existence of the Company beyond that date for a period of up to two years. The approval of the holders of 75% of Participating Shares held by such Shareholders attending and voting at such meeting will be required for the resolution to extend the Company's life to be passed. Unless the resolution is passed, the Company will be placed into liquidation. Following the expiry of any such extension, the Directors may, at their discretion, convene a general meeting of shareholders at which a
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resolution will be put to all holders of Participating Shares in the PS Segregated Portfolio to continue the existence of the Company beyond that date for a further period of up to two years. The approval of the holders of 75% of Participating Shares held by such Shareholders attending and voting at such meeting will be again be required for the resolution to extend the Company's life to be passed. Rights of Shareholders The holders of Participating Shares shall be entitled to receive notice and to attend, in person or by proxy, at each general meeting of shareholders of the Company. Shareholders shall be entitled to speak or vote at any such meeting in respect of (but not limited to) a resolution which proposes to vary the special rights attaching to the Participating Shares, to amend the Memorandum or Articles of Association of the Company, to remove and appoint Directors of the Company, to vote on the winding-up/continuation of the Company at the end of its seven year planned life and to change the Investment Manager, such vote to be held on March 30, 2013 and as of March 30 of each successive year. The holders of Management Shares shall be entitled to receive notice of, attend at and vote at each general meeting of shareholders of the Company except on a resolution for the appointment or removal of the Investment Manager and on the winding-up/continuation of the Company at the end of its seven year planned life. The holders of Participating Shares and Management Shares where they are entitled to vote shall have one vote for each Participating Share held. The Management Shares do not participate in the profits of the Company and the price paid therefore is repayable only on the winding up of the Company and out of the Companys general assets after payment of the amounts due to holders of Participating Shares. No dividend shall be paid on any Management Share. Investment Objective and Policy The investment objective of the Company for and on behalf of the PS Segregated Portfolio is long-term capital appreciation of its assets. The Company for and on behalf of the PS Segregated Portfolio will seek to achieve its objective by making significant equity investments either directly or indirectly, including through the Subsidiary, in European publicly traded companies which the Company believes are undermanaged and under-valued. It is anticipated that the Company for and on behalf of the PS Segregated Portfolio will invest in a limited number of investments often requiring longer term investment horizons. Investments may be in the form of shares (including shares in European publicly traded companies which subsequently cease to be traded on a public market and shares in private companies having investments in European publicly traded companies), collective investment schemes, convertible debt, contracts for differences, exchange traded and OTC options, warrants, futures and other derivative instruments. It is anticipated that at any point in time there will be significant concentration exposures to individual issuers subject to the investment restrictions detailed in the section headed Investment Objective and Policy. The Company for and on behalf of the PS Segregated Portfolio is seeking to apply hedge fund, shareholder activist and private equity techniques to the management of the assets of the PS Segregated Portfolio in order to produce superior returns whilst mitigating risks. Such techniques may include leveraging the portfolio, through borrowings secured against other assets of the PS Segregated Portfolio or through the use of contracts for differences, options, futures and other derivative products. Strategies may be built using derivative products and short securities positions to both create and hedge currency, interest rate, credit, equity, commodity and other relevant exposures. It is also anticipated that certain strategies will involve value creation through the application of shareholder influence of the Company for and on behalf of the PS Segregated Portfolio to encourage strategic change within a target company. The Company for and on behalf of the PS Segregated Portfolio may borrow money against the security of
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existing assets up to a maximum of 300% of the Net Asset Value of the PS Segregated Portfolio in order to leverage its investments returns. The Company for and on behalf of the PS Segregated Portfolio may lend securities of the PS Segregated Portfolio. The Company for and on behalf of the PS Segregated Portfolio may invest unutilized funds awaiting suitable investment opportunities in short-term investment grade money market instruments, including bank deposits. It may also invest such funds into Leo Capital Fund Plc, which is also managed by the Investment Manager, up to a limit of 20% of the Gross Assets of the PS Segregated Portfolio. To the extent that management or performance fees shall be payable at the Leo Capital Fund Plc level, an equivalent amount will be deducted from the fees payable to the Investment Manager under its investment management agreement with the Company. The Subsidiary The Subsidiary was incorporated on 18th January 2008 under the laws of Luxembourg as a private limited liability company. The directors of the Subsidiary are Mr Jonathan Schwartz; Mr Pierre Kladny and Mr Ivo Hemelraad. It is wholly-owned by the Company and will issue ordinary shares only to the Company. All of its assets and shares will be held by the Custodian or a sub-custodian appointed by the Custodian. Investment Management The Board of Directors for and on behalf of the PS Segregated Portfolio has appointed Leo Fund Managers Limited as investment manager with discretionary powers and distributor pursuant to an investment management agreement dated [ ], 2011 between the Company and the Investment Manager (the Investment Management Agreement). The Board of Directors for and on behalf of the PS Segregated Portfolio may terminate the investment management agreement in case of persistent breach of the investment guidelines and restrictions applicable to the PS Segregated Portfolio. Under the Investment Management Agreement, the Investment Manager has overall responsibility in relation to the investment activities of the PS Segregated Portfolio in accordance with the investment objective and policies of the PS Segregated Portfolio. The Investment Manager also has responsibility for investor relations, marketing and general administrative matters and is permitted to appoint subdistributors from time to time. The Board of Directors is responsible for appointing the Investment Committee which shall comprise the Chief Investment Officer and one other senior representative of the Investment Manager, one Director of the Company and at least two independent members having appropriate expertise. The Investment Committee is responsible for approving investment opportunities which are proposed by the Investment Manager. The Company for and on behalf of the PS Segregated Portfolio will pay the Investment Manager pursuant to the investment management agreement a management fee at an annual rate of 1.5% of the Net Asset Value of the PS Segregated Portfolio (payable in arrears every month). The Investment Manager may at its sole discretion agree with any Shareholder to rebate, return and or remit any part of the Investment Management and or Performance fees which are paid or payable to the Investment Manager. On the winding-up of the Company, immediately prior to the commencement of the extension of the PS Segregated Portfolio on approval of the holders of 75% of the Participating Shares voting, or on the redemption of all of the Participating Shares, the Company shall pay a performance fee to the Investment Manager pursuant to the investment management agreement equivalent to 20% of the appreciation in the Net Asset Value of the PS Segregated Portfolio over the period since a performance fee was last paid or, if no performance fee has been paid, since the date of the first issue of Participating Shares. In the event that the Investment Managers appointment is terminated [by the Shareholders in a general meeting] prior to the winding up of the Company or the redemption of all of the Participating Shares of the PS Segregated Portfolio, the Company for and on behalf of the PS Segregated Portfolio shall pay a
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performance fee to the Investment Manager equivalent to 20% of the appreciation in the Net Asset Value of the PS Segregated Portfolio from the date a performance fee was last paid, or if no performance fee has been paid, from the date of the first issue of Participating Shares to the last Business Day of the month immediately prior to which such termination becomes effective. Competitive Strengths The Company is seeking to combine private equity, shareholder activist and quantitative hedging techniques in order to create long-term value for its Shareholders. The Company believes that this strategy can result in out-performance whilst at the same time maintaining a lower level of risk than would normally be associated with a small portfolio of shares with limited diversification. The Investment Manager has an excellent track record with a history of significant and profitable European equity investments made through its previous flagship fund, Leonardo Capital Fund SPC and the current fund, Leo Capital Fund Plc and through other special purpose vehicles. In particular, the Investment Manager has identified and made several successful investments in the past which have required shareholder activist and hedge strategies to extract value. The Investment Manager is experienced in the monitoring and managing of risk. The Investment Manager intends to use derivatives in order to both create and hedge individual investment strategies and to manage overall portfolio risks. The Company has also recruited members for its Board of Directors and Investment Committee with considerable experience in making investments and creating value. Distribution Policy The Company does not intend to pay distributions or dividends in respect of the PS Segregated Portfolio. It is intended that all earnings of the Company for and on behalf of the PS Segregated Portfolio will be reinvested for and on behalf of the PS Segregated Portfolio. Issuance and Subsequent Issuances The Company for and on behalf of the PS Segregated Portfolio has to date raised approximately 300,000,000, and is currently not open for subscription. In the event of any future Issuance of Shares, the Company will only accept subscriptions for Participating Shares from Eligible Investors who are Qualifying Investors and reserves the right to reject any subscriptions. Costs and expenses incurred in the placement and distribution of Participating Shares of the PS Segregated Portfolio in any (public) offering of Participating Shares of the PS Segregated Portfolio, including any fees and expenses of any financial institutions and other parties and their advisors which may be engaged in connection therewith, shall be borne by the Investment Manager up to a cap of 4,000,000. The remainder of any such distribution and placement costs and expenses shall be borne by the Investment Manager by foregoing future performance fees until such time as the performance fees earned in respect of the PS Segregated Portfolio equal the remaining costs. Risk Profile An investment in the Company entails substantial risks and prospective investors should carefully consider the risk factors, among others, in the next chapter in determining whether an investment in the Company is suitable for them. There is a substantial risk of sustaining losses in the aforementioned investments. Therefore, only prospective investors who both have the requisite knowledge and are financially secure should be Shareholders of the Company.
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RISK FACTORS An investment in the Company entails substantial risks and prospective investors should carefully consider the following factors, among others, in determining whether an investment in the Company is suitable for them. There is a substantial risk of sustaining losses in the aforementioned investments. Therefore, only prospective investors who both have the requisite knowledge and are financially secure should become Shareholders of the Company. Although the Company believes that the risks and uncertainties described below are its most material risks and uncertainties, they are not the only ones the Company may face. Additional risks and certainties not presently known to the Company or that the Company currently deems immaterial may also have a material adverse effect on the return on investment and could negatively affect the price of the Participating Shares. Derivatives The Company may utilize strategies which incorporate the short-selling of securities and the use of futures, options, forward contracts and other derivatives to both create and hedge currency, equity, interest rate, commodity and other relevant exposures. The use of derivative instruments may expose the Company to additional investment risk and transaction costs. If the Investment Manager seeks to protect the Company against potential adverse movements in the securities, foreign currency, or interest rate markets and other relevant exposures using these instruments, and such markets do not move in a direction adverse to the Company, the Company could be left in a less favorable position than if such strategies had not been used. Risks inherent in the use of derivative instruments include (1) the risk that interest rates, securities prices and currency markets will not move in the directions anticipated; (2) imperfect correlation between the price of futures, options, forward contracts and other derivatives and movements in the prices of the securities or currencies being hedged; and (3) the possible absence of a liquid secondary market for any particular instrument at any particular time. Liquidity of Futures Contracts Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits." Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the PS Segregated Portfolio from liquidating unfavourable positions. For the avoidance of doubt, investors should note that liquidity considerations may also affect the ability to liquidate other non-futures positions in the portfolio. Forward Trading Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and "cash" trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. Market illiquidity or disruption could result in major losses to the PS Segregated Portfolio. Trading in Options

The PS Segregated Portfolio may engage from time to time in various types of options transactions. An option gives the purchaser the right, but not the obligation, upon exercise of the option, either (a) to buy or sell a specific amount of the underlying security at a specific price (the strike price or exercise price), or (b) in the case of a stock index option, to receive a specified cash settlement. To purchase an option, the purchaser must pay a premium, which consists of a single, non-refundable payment. Unless the price of the securities or stock index underlying the option changes and it becomes profitable to exercise or offset the option before it expires, the PS Segregated Portfolio may lose the entire amount of the premium. The purchaser of an option runs the risk of losing the entire investment. The seller assumes the risk (which theoretically may be unlimited) of a decrease or increase in the market price of the underlying security, currency or commodity below or above the sales or purchase price. Thus, the PS Segregated Portfolio may incur significant losses in a relatively short period of time. The ability to trade in or exercise options also may be restricted in the event that trading in the underlying securities becomes restricted. Options trading may also be illiquid in the event that the PS Segregated Portfolios assets are invested in contracts with extended expirations. The PS Segregated Portfolio may purchase and write put and call options on specific securities, on stock indexes or on other financial instruments and, to close out its positions in options, may make a closing purchase transaction or closing sale transaction. Indemnity of the Company's Directors and Officers, Investment Manager and Administrator The Company's Directors and officers as well as the Investment Manager and Administrator are entitled to be indemnified by the Company in certain circumstances pursuant to the Articles of Association or the Material Contracts. As a result, there is a risk that the Company's assets will be used to indemnify such persons or their employees or satisfy their liabilities as a result of their activities in relation to the Company, rather than being invested and generate return for investors. The indemnification provisions are further described in the section headed Management, Administration and Prime Brokerage. Dividend Policy Payments of dividends on the Participating Shares are not contemplated. Investors who anticipate the need for income by the way of dividends from their investments should refrain from the purchase of Participating Shares. Regulatory Environment and Economic Conditions An investment in the Company is subject to all risks incidental to the ownership of securities and other assets which the Company may own. These factors include, without limitation, changes in government rules and fiscal and monetary policies, changes in laws and political and economic conditions in Europe and throughout the world, and general market conditions. Adverse changes in any of these factors may adversely affect the investment returns of the Company. Dependence on Key Personnel The Companys investment activities depend upon the experience and expertise of the key personnel of the Investment Manager. The loss of the services of any of these individuals of the Investment Manager could have a material adverse effect on the Companys operations. Reference is made to the section headed Management, Administration and Prime Brokerage Investment Manager. Rights of Shareholders Shareholders of the Company will have no right to participate in the day-to-day operations of the Company and their right to vote at general meetings of shareholders of the Company will be as set out in Irish company law and the Memorandum and Articles of Association of the Company including a right to vote upon a variation of the rights of the Participating Shares, an amendment to the Memorandum and Articles of Association of the Company, the appointment and removal of the Directors of the Company,
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to vote on the winding-up/continuation of the Company at the end of its seven year planned life or subsequently or to change the Investment Manager as at March 30, 2013 and as of March of each successive year. An investment in the Company should be regarded as a passive investment. Limited Diversification The investment performance of the Company and its ability to diversify its investments could be adversely affected by the amount of funds available to the Company. In-kind Distributions Because the Company may be wound up after its initial seven year life (subject to the vote of Shareholders to extend the life of the Company), certain investments may not be readily marketable at the end of such period. Therefore, there may be in-kind distributions by the Company of interests in such investments, which may be illiquid securities. There can be no assurance that any Shareholder of the Company would be able to dispose of such investments or that the value of such investment determined in accordance with the Articles of Association of the Company for purposes of the determination of distributions will ultimately be realized. Business and Financial Risk of Investment Companies The performance of companies in which the Company will invest will affect the value of those investments and the overall performance of the Company. The relative size of the Company's investments in such companies and, consequently, the level of control that the Company may have over them, may not be sufficient for the Company to be able to influence or direct the actions of the companies in which it invests. The Company may be exposed to the negative consequences of an investment in a poorly performing company without being able readily to effect a change in that performance. Potential Conflict of Interests The Investment Manager, the Custodian, the Administrator and the Directors may, from time to time, act as distributor, promoter, manager, investment manager, investment adviser, registrar, transfer agent, administrator, trustee, custodian, broker, director or placing agent to, or be otherwise involved in, other collective investment schemes which have similar investment objectives to those of the Company or may otherwise provide discretionary investment management or ancillary administration, custodian or brokerage services to investors with similar investment objectives to those of the Company. It is therefore possible that any of them may, in the course of their business, have potential conflicts of interests with the Company or compete with the Company for the same or similar positions in the markets or give advice and recommend strategies to other managed accounts or investment funds which may differ from the investment policies of the Company. Reference is made to the section headed Potential Conflicts of Interest. Investment Manager Valuation Risk The Administrator may consult the Investment Manager with respect to the valuation of certain investments. Further, the Investment Manager may verify counterparty pricing in certain over the counter derivative transactions. Whilst there is an inherent conflict of interest between the involvement of the Investment Manager in determining the valuation price of the Companys investments and the Investment Manager's other duties and responsibilities in relation to the Company, the Investment Manager has in place procedures which follow industry standard procedures for valuing unlisted investments

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Leverage The Company itself may borrow for any purpose, including to increase investment capacity, cover operating expenses or for clearance of transactions. The Company may extensively make use of borrowed funds in its investment activities and may at any time borrow up to 300% of its Net Asset Value. Borrowing creates an opportunity for greater total return but also increases exposure to capital risk. Money borrowed by the Company will be subject to an interest cost that may or may not exceed the income and gains from the investments made with the proceeds of such borrowing. The use of such technique will magnify declines as well as increases in the value of the investments held by the Company. The rights of any lenders to the Company to receive payments of interest on and repayments of the principal amount of such borrowing will be senior to the rights of the Shareholders of the Company to receive distributions, and the terms of any borrowing may contain provisions which limit certain activities of the Company. Interest payments and fees incurred in connection with borrowing will reduce the amount of net income available for payment to Shareholders of the Company. Limited Number of Investments It is expected that the Company will invest in a limited number of investments. A consequence of a limited number of investments is that the aggregate returns realized by the Shareholders of the Company may be substantially adversely affected by the unfavorable performance of a small number of such investments. Furthermore, the Company does not have fixed guidelines for diversification, and investments will be concentrated in only a few industries. The Company will not, however, invest more than 25% of its Gross Assets of the PS Segregated Portfolio in any particular company and will not invest in collective investment undertakings, save that it may invest unutilized funds in Leo Capital Fund Plc up to a limit of 20% of its Gross Assets held for and on behalf of the PS Segregated Portfolio. Leo Capital Fund Plc is also managed by the Investment Manager Leo Fund Managers.

Availability of and Ability to Acquire Suitable Investments The identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. While the Investment Manager believes that many attractive investments of the type in which the Company may invest are currently available, there can be no assurance that such investments will be available when the Company commences investment operations, or that available investments will meet the Company's investment criteria, or that such investments will be able to generate superior returns. Illiquidity The investments of the Company may be illiquid and it may be difficult for the Company to dispose of investments rapidly, at favorable prices or at all in response to adverse market developments or other factors. Illiquidity may result from the size of the position taken in any one entity (despite the fact that it may be traded on a public exchange), the strategy adopted by the Investment Manager or the management of the investee entity or from legal or contractual restrictions on the resale of the investment by the Company. The Company may make investments in listed entities which are subsequently delisted, in which case such investments may be subject to further illiquidity risk. No Return for a Period of Years There is no intention to pay any dividends nor make any other distributions during the life of the Company. At the end of its life, the Company aims to effect the payment of all redemption proceeds in cash. However, the Board of Directors under circumstances of low liquidity or adverse market conditions may elect to effect the payment of the redemptions in assets of the Company.
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Investments may be transferred directly to the redeeming Shareholder or may be transferred to a liquidating account and sold by the Company for the benefit of the redeeming Shareholder, in which case payment of that proportion of the Redemption Price attributable to such investments will be delayed until such investments are sold and the amount payable in respect of such investments will depend on the performance of such investments through to the date on which they are sold. The cost of operating the liquidating account and selling the investment(s) will be deducted from the proceeds of sale paid to the redeeming Shareholder. In such cases, a Shareholder may receive less than he anticipated and/or the realization into cash may occur at a date later than anticipated. Currency Risks A portion of the Companys assets may be invested in securities denominated in various currencies and in other financial instruments, the price of which is determined with reference to such currencies. The account of the Company will, however, be valued in Euros. The Company intends to hedge the resulting currency risk, but the use of hedging techniques will be at the discretion of the Investment Manager, such that significant non-Euro exposure may in fact be not be hedged. To the extent that they are unhedged, the value of the net assets of the Company will fluctuate with Euro exchange rates as well as with price changes of its investments in the various local markets and currencies. Forward currency contracts and options may be utilized by - the Investment Manager to hedge against currency fluctuations, but there can be no assurance that such hedging transactions will be effective. The Company will also be exposed to the credit risk of the relevant counterparty with respect to relevant payments under hedging instruments. Failure by a counterparty to make payments due under hedging instruments will reduce the Companys income and, consequently, could have an adverse impact on the Companys Net Asset Value. Segregation of Assets in a Segregated Portfolio Structure The Company is registered as an umbrella company with segregated liability between segregated portfolios. As a matter of Irish law, the assets of one segregated portfolio will not be available to meet the liabilities of another segregated portfolio save in the case of fraud or misrepresentation. However, the Company may operate or have assets held on their behalf or be subject to claims in other jurisdictions which may not necessarily recognize such segregation. There is no guarantee that the courts of any jurisdiction will respect the limitations on liability associated with a segregated portfolio company. Further, individual classes of shares issued within each segregated portfolio are not segregated. Accordingly, if the assets attributable to one class of shares in a segregated portfolio were completely depleted by losses and a deficit remained, a creditor could enforce a claim against the assets of the other classes of the same segregated portfolio. Custodian Insolvency The Company is subject to a number of risks relating to the insolvency, administration, liquidation or other formal protection from creditors (Insolvency) of the Custodian. These risks include without limitation: the loss of all cash held with the Custodian which is not being treated as client money or protected by the rules of a regulatory authority ("client money"); the loss of all cash which the Custodian has failed to treat as client money in accordance with procedures (if any) agreed with the Company; the loss of any securities held on trust ("trust assets") or client money held by or with the Custodian in connection with a reduction to pay for administrative costs of the Insolvency and/or the process of identifying and transferring the relevant trust assets and/or client money or for other reasons according to the particular circumstances of the Insolvency; losses of some or all assets due to the incorrect operation of the accounts by the Custodian; and losses caused by prolonged delays in receiving transfers of balances and regaining control over the relevant assets. The PS Segregated Portfolio is subject to similar risks in the event of Insolvency of any sub-custodian with which any relevant securities are held or of any third party bank with which client money is held. An Insolvency could cause severe disruption to the trading of the PS Segregated Portfolio.
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Custodian Liability In the event of loss suffered by the Company as a result of the Custodians actions or omissions, the Company would generally, in order to bring a successful claim against the Custodian, have to demonstrate that it has suffered a loss as a result of Custodians fraud, negligence, bad faith willful default or recklessness in the performance of its obligations. Prime Broker Credit Risk With respect to the PS Segregated Portfolios right to the return of cash or of assets which the Prime Broker borrows, lends or otherwise uses for its own purposes, the PS Segregated Portfolio will rank as one of the Prime Brokers unsecured creditors and, in the event of the insolvency of the Prime Broker, the PS Segregated Portfolio might not be able to recover such equivalent assets in full. General Credit Risk The PS Segregated Portfolio will be exposed to a credit risk in relation to the counterparties with whom they transact or place margin or collateral in respect of transactions in derivative instruments and may bear the risk of counterparty default.

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IMPORTANT INFORMATION This Memorandum is furnished to each potential investor solely for the purpose of meeting Irish regulatory requirements regarding Shareholder disclosure following the re-domiciliation of the Company to Ireland. The information contained herein may not be reproduced or used in whole or in part for any other purpose or made available to any third party. The Directors accept responsibility for the information contained in this Memorandum. Having taken all reasonable care to ensure that such is the case, the Directors further declare that the information contained in this Memorandum is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. No representations or warranties of any kind are intended or should be inferred with respect to the economic return from, or the tax consequences of an investment in the Company. No assurance can be given that existing laws will not be changed or interpreted adversely. Shareholders are not to construe this Memorandum as legal, investment or tax advice. This Memorandum supersedes all prior versions thereof. Shareholders should review this Memorandum carefully and in its entirety and consult with their legal, tax and financial advisors in relation to (i) the legal and regulatory requirements within their own countries for the purchase, holding, redeeming or disposing of Participating Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, redeeming or disposing of Participating Shares; and (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, redeeming or disposing of Participating Shares. Participating Shares of the Company are only suitable for sophisticated and knowledgeable investors. Each prospective investor should consult his own professional advisors as to the legal, tax, financial or other considerations relevant to the suitability of an investment in Participating Shares of the Company for such investor. The Company has been authorised by the Central Bank to be marketed solely to Qualifying Investors. The minimum initial subscription for each investor shall not be less than 100,000 or its equivalent in another currency. No person has been authorized to make any representations concerning the Company or its Participating Shares which are inconsistent with, or in addition to, those contained in this Memorandum and neither the Company nor its Directors accept any responsibility for any representations so made. Statements in this Memorandum are based on the law and practice currently in force in Ireland at the date hereof and are subject to change. Without prejudice to any obligation to publish a supplementary prospectus, neither the delivery of this Memorandum nor the issue of Participating Shares shall under any circumstances, create any implication or constitute any representation that the affairs of the Company have not changed since the date of this Memorandum. Neither the Company nor the Participating Shares described in this Memorandum have been or will be registered or qualified for offer or sale under the laws of any jurisdiction other than the Netherlands. No persons receiving a copy of this Memorandum in any such jurisdiction may treat this Memorandum as constituting an invitation to them to subscribe for Participating Shares. Accordingly, this Memorandum does not constitute an offer or solicitation by anyone. It is the responsibility of any persons in possession of this Memorandum to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction. The direct or indirect ownership of Participating Shares by United States Persons is prohibited. Investment in the Company carries with it a degree of risk. The value of Participating Shares and the income from them may go down as well as up, and investors may not get back the amount invested. Because of the risks involved, investment in the Company is only suitable for sophisticated investors who
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are able to bear the loss of a substantial portion or even all of the money they invest in the Company, who understand the high degree of risk involved, believe that investment in the Company is suitable for them based on their investment objectives and financial needs and have no need of liquidity of investment. Investors are therefore advised to seek independent professional advice on the implications of investing in the Company. Certain risk factors for an investor to consider are set out under the section Risk Factors. Notwithstanding anything herein to the contrary, each investor (and each employee, representative, or other agent of the investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of an investment in the Company and all materials of any kind (including opinions or other tax analyses) that are provided to the investor relating to such tax treatment and tax structure. General Notice to Prospective Investors in the European Economic Area
No Shares are being issued or sold with respect to this Memorandum and consequently this Memorandum does not relate to an offer of Participating Shares to the public. This Memorandum does not constitute a prospectus published in accordance with the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive").

For the purposes of the preceding two paragraphs, the expression an "offer of Participating Shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Participating Shares to be offered so as to enable an investor to decide to purchase or subscribe the Participating Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State Use of Subsidiary The Company will hold some of its assets through its wholly owned Subsidiary and these assets will be registered in the name of the Custodian or a sub-custodian. While arrangements have been put in place to endeavour to ensure that such assets may not be transferred, sold or assigned without the consent of the Custodian, if assets are not held in the legal name of the Custodian (or its agents) for the account of the Company, the Company and the Subsidiary are subject to a greater risk of misappropriation or misallocation of such assets. There is no guarantee that such arrangements will be successful and prevent the transfer, sale or assignment of the assets without the consent of the Custodian. Where assets are registered in the name of the Subsidiary or Company, any corporate actions relating to such assets will be issued directly to the Subsidiary or Company by the issuer. Other Documents This Memorandum does not purport to be and should not be construed as a complete description of the Memorandum and Articles of Association, or the Material Contracts of the Company. These documents are not incorporated by reference into this Memorandum. This Memorandum does impose certain restrictions on the discretionary powers of the Directors of the Company set forth in the Articles of Association of the Company.

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DIRECTORY Registered Office of the Company Leo Capital Growth SPC Plc 33 Sir John Rogersons Quay Dublin 2 Ireland Business Address of the Company Leo Capital Growth SPC Plc 24-26 City Quay Dublin 2 Ireland Directors of the Company Paul Sullivan Aogan Foley Pierre Kladny Wolfgang Graebner Jonathan Schwartz Ian Cooper Claus Helbig

Investment Manager & Promoter Leo Fund Managers Limited 2nd Floor, Liscartan House 127 Sloane Street London SW1X 9AS United Kingdom Custodian Daiwa Europe Trustees Ireland Limited Block 5 Harcourt Road Dublin 2 Ireland

Administrator, Registrar and Transfer Agent Quintillion Limited 24-26 City Quay Dublin 2 Ireland

Prime Broker and Sub-Custodian Goldman Sachs International Ltd. Peterborough Court 133 Fleet Street London EC4A 2BB United Kingdom

Irish Counsel Dillon Eustace 33 Sir John Rogersons Quay Dublin 2 Ireland Company Secretary Tudor Trust Limited 33 Sir John Rogersons Quay, Dublin 2 Ireland Auditors PricewaterhouseCoopers Chartered Accountants & Registered Auditors Georges Quay Dublin 2, Ireland

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POTENTIAL CONFLICTS OF INTEREST The Directors, the Investment Manager, the Custodian, the Prime Broker, the Administrator and their respective affiliates, officers, directors and shareholders, employees and agents may, from time to time, act as distributor, promoter, manager, investment manager, investment adviser, registrar, transfer agent, administrator, trustee, custodian, broker, director or placing agent to, or be otherwise involved in, other collective investment schemes which have similar investment objectives to those of the Company or may otherwise provide discretionary investment management or ancillary administration, custodian or brokerage services to investors with similar investment objectives to those of the Company. It is therefore possible that any of them may, in the course of their business, have potential conflicts of interests with the Company. Each will at all times have regard in such event to its obligations to act in the best interests of the Shareholders of the Company so far as practicable, having regard to its obligations to other clients, when undertaking any investments where conflicts of interests may arise and they will endeavor to resolve such conflicts fairly. The Investment Manager has been formed to engage in the business of discretionary management and advising client investors, including other investment vehicles, in the purchase and sale of securities and financial instruments, and may be advising other accounts during the same period that they are responsible for managing the account of the Company using the same or different information and trading strategies which it obtains, produces or utilizes in the performance of services for the Company. The Investment Manager may have conflicts of interest in rendering advice because their compensation for managing other accounts may exceed their compensation for managing the account of the Company, thus providing an incentive to prefer such other account. Moreover, if the Investment Manager makes trading decisions for such accounts and the accounts of the Company at or about the same time, the Company may be competing with such other accounts for the same or similar positions. The Investment Manager will endeavor to ensure that all investment opportunities are allocated on a fair and equitable basis between the Company and such other accounts. The Company has been established and promoted by the Investment Manager and accordingly the selection of the Investment Manager and the terms of their appointment and fees are not the result of arms-length negotiations. However, the Directors believe that the fees, commissions and compensation payable to the Investment Manager are consistent with normal market rates for investment companies of a similar type to the Company. From time to time, the Investment Manager may come into possession of non-public information concerning specific companies although internal structures are in place to prevent the receipt of such information. Under applicable securities laws, this may limit the Investment Managers flexibility to buy or sell portfolio securities issued by such companies. The Companys investment flexibility may be constrained as a consequence of the Investment Managers inability to use such information for investment purposes. Paul Sullivan, Aogan Foley, Pierre Kladny, Wolfgang Graebner, Jonathan Schwartz, Ian Cooper and Claus Helbig are the current members of the Board of Directors of the Company. The fiduciary duty of each Director to the Company may compete with or be different from the interests of the Investment Manager. The Directors will at all times have regard to their obligations to act in the best interests of the Company and its Shareholders so far as practicable. The Directors will seek to ensure that any conflict of interest is resolved fairly and in the interests of the Company and its Shareholders. In addition, the Articles of Association of the Company provides that the Directors must disclose the nature and extent of any material interest to the other Directors before he or she (i) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested, or (ii) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested. After such disclosure the Director shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or
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from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. There is no prohibition on transactions with the Company by the Investment Manager, the Custodian, the Administrator, the Prime Broker or entities related to each of the Investment Manager, the Custodian, the Administrator or the Prime Broker including, without limitation, holding, disposing or otherwise dealing with Shares issued by or property of the Company and none of them shall have any obligation to account to the Company for any profits or benefits made by or derived from or in connection with any such transaction provided that such transactions are consistent with the best interests of Shareholders and dealings are carried out as if effected on normal commercial terms negotiated on an arm's length basis and (a) a person approved by the Custodian (or in the case of a transaction involving the Custodian, the Directors) as independent and competent certifies the price at which the relevant transaction is effected is fair; or the relevant transaction is executed on best terms reasonably obtainable on an organised investment exchange or other regulated market in accordance with the rules of such exchange or market; or where the conditions set out in (a) and (b) above are not practical, the relevant transaction is executed on terms which the Custodian is (or in the case of a transaction involving the Custodian, the Directors are) satisfied conform with normal commercial terms negotiated at arm's length.

(b)

(c)

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THE COMPANY Segregated Portfolio Company The Company was formed as a segregated portfolio company in the Cayman Islands and registered there on August 25, 2006 and was re-domiciled to Ireland on [ ], 2011. The Company is a limited liability variable capital umbrella investment company with segregated liability between sub-funds; incorporated in Ireland under the Companies Acts 1963 to 2009 with registration number [ ] and authorised by the Central Bank pursuant to Part XIII of the Companies Act, 1990. The location of the Companys principal office and its registered office are listed in the Directory. The Company has been structured as an investment company to allow its Shareholders to collectively invest in accordance with the investment objectives and strategies set out herein. The Participating Shares issued by the Company are created under Irish law. The Company may create one or more segregated portfolios in order to segregate the assets and liabilities held by the Company on behalf of each segregated portfolio from the assets and liabilities held by the Company on behalf of any other segregated portfolio or the general assets and liabilities of the Company subject to the prior approval of the Central Bank. As a segregated portfolio company, the Company can operate segregated portfolios with the benefit of statutory segregation of assets and liabilities between each segregated portfolio. The assets of each segregated portfolio will be invested separately in accordance with the investment objective, policies and guidelines for such segregated portfolio as specified in this Memorandum or any appropriate supplement to it. The Company has established a segregated portfolio in respect of the Participating Shares (the PS Segregated Portfolio). The Company may in the future create additional segregated portfolios and additional classes of shares within each segregated portfolio in its sole and absolute discretion. There are no current plans to create any further segregated portfolios nor classes of shares. Each segregated portfolio will be administered and maintained separate from each of the other segregated portfolios. The debts, liabilities, obligations and expenses incurred by one segregated portfolio will only be enforceable against the assets of the same segregated portfolio and not against the assets of any other segregated portfolio. Segregated portfolio assets are only available to meet liabilities to creditors of the Company who are creditors in respect of the relevant segregated portfolio and are protected from and are not available to creditors of the Company who are not creditors of that segregated portfolio. The principles relating to the payment of dividends or other distributions, and the payment of the redemption price of shares are applied to each segregated portfolio in isolation. Payments in respect of dividends, distributions and redemptions of shares may only be paid out of the assets of the segregated portfolio in respect of which the relevant shares were issued. (Reference is also made to the Risk Factors under Segregation of Assets in a Segregated Portfolio Structure.) Management Shares The Investment Manager owns all 100 Management Shares in the Company. The Management Shares are non-Participating Shares with voting rights substantially similar to those of the Participating Shares except that they do not entitle the holders thereof to vote to appoint or remove the Investment Manager or to vote on the winding up/continuation of the Company at the end of its seven year life or subsequently . Corporate Governance At the date of this document, the Company complies with the corporate governance obligations that are applicable under Irish Law The Subsidiary
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The Subsidiary was incorporated on 18th January 2008 under the laws of Luxembourg as a private limited liability company. The directors of the Subsidiary are Mr Jonathan Schwartz; Mr Pierre Kladny and Mr Ivo Hemelraad.It is wholly-owned by the Company and will issue ordinary shares only to the Company. All of its assets and shares will be held by the Custodian or a sub-custodian appointed by the Custodian. A portion of the net assets of the Company will be invested in the Subsidiary which will invest this cash on behalf of the Company in accordance with the Company's investment objectives, policy and restrictions. Additional wholly-owned subsidiaries of the Company will only be established or used with the prior approval of the Central Bank.

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INVESTMENT OBJECTIVE AND POLICY Investment Objective and Policy The investment objective of the Company is long-term capital appreciation of its assets. The Company, for and on behalf of the PS Segregated Portfolio, will seek to achieve its objective by making significant equity investments either directly or indirectly, including through its Subsidiary, in European publicly traded companies which the Company believes are under-managed and under-valued. The investment strategy may require medium to longer-term commitment in order to unlock value. The Company, for and on behalf of the PS Segregated Portfolio, may seek to use its shareholdings over time to influence management of issuing bodies where appropriate with regard to strategy, optimization of capital structure and market value appreciation. Such influence may include representation on the board of directors of the companies in which the Company invests for and on behalf of the PS Segregated Portfolio. It is anticipated that the Company for and on behalf of the PS Segregated Portfolio, will invest in a limited number of investments often requiring longer term investment horizons. Investments may be in the form of shares (including shares in European publicly traded companies which subsequently cease to be traded on a public market and shares in private companies having investments in European publicly traded companies), collective investment schemes (which may be regulated, or unregulated, located in any jurisdiction and constituted as a corporation, investment trust, partnership or otherwise in accordance with applicable law), convertible debt (which may be government or corporate, and above or below investment grade), contracts for differences, exchange traded and OTC options, warrants, futures and other derivative instruments. It is anticipated that at any point in time there will be significant concentration exposures to individual issuers. The Company, for and on behalf of the PS Segregated Portfolio, may invest across a broad spectrum of industries and geographic markets. In selecting such investments, the Investment Manager will consider, amongst others, factors such as overall growth prospects, quality of management, asset valuations, competitive market position, asset utilization, cash flows, capital structure, blocking minority shareholders, technology, research and development, productivity, labor costs, raw material costs and sources, profit margins, return on investment, capital resources, government regulation and management. Each individual investment will be characterized by significant research and due diligence coupled with a strategic plan encompassing size and timing of investment, level of leverage, a value creation strategy and an exit strategy. The Company, for and on behalf of the PS Segregated Portfolio, is seeking to apply hedge fund and private equity techniques to the management of its portfolio of assets held, for and on behalf of the PS Segregated Portfolio, in order to produce superior returns whilst mitigating risks. Such techniques may include leveraging the portfolio, through borrowings secured against other assets of the Company or through the use of contracts for differences, options, futures and other derivative products. Strategies may be built using derivative products and short securities positions to both create and hedge currency, interest rate, credit, equity, commodity and other relevant exposures. It is also anticipated that certain strategies will involve value creation through the application of shareholder influence to encourage strategic change within a target company. For temporary defensive purposes, the Investment Manager may determine that all of the Company's investments held for and on behalf of the PS Segregated Portfolio should be made temporarily in shortterm investment grade money market instruments, including bank deposits. The Company, for and on behalf of the PS Segregated Portfolio, may invest unutilized funds awaiting suitable investment opportunities in short-term investment grade money market instruments, including bank deposits. The Company, for and on behalf of the PS Segregated Portfolio, may also invest such
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funds into an investment company which is also managed by the Investment Manager, Leo Capital Fund Plc, up to an amount no greater than 20% of the Gross Assets of the Company held for and on behalf of the PS Segregated Portfolio. To the extent that management or performance fees shall be payable at the Leo Capital Fund Plc level, an equivalent amount will be deducted from the fees payable to the Investment Manager under its investment management agreement with the Company. The investment objective of the PS Segregated Portfolio may not be altered and material changes in the investment policy of the PS Segregated Portfolio may not be made without approval of Shareholders of the PS Segregated Portfolio by Special Resolution at a meeting of the Shareholders duly convened and held. A change of investment policy of the PS Segregated Portfolio is subject to the approval of shareholders by means of a simple majority of votes cast at a meeting of the Shareholders duly convened and held. In the event of a change of the investment objective and/or policy of the PS Segregated Portfolio, Shareholders in the PS Segregated Portfolio will be given reasonable notice of such change to enable them redeem their Shares prior to implementation of such a change. Competitive Strengths The Company is seeking to combine private equity, shareholder activist and quantitative hedging techniques in order to create long-term value for its Shareholders. The Company believes that this strategy can result in out-performance whilst at the same time maintaining a lower level of risk than would normally be associated with a small portfolio of shares with limited diversification. The Company, for and on behalf of the PS Segregated Portfolio, will be utilizing the services of the Investment Manager and has delegated its overall responsibility for investment management to the Investment Manager. The Investment Manager also has responsibility for investor relations, marketing and general administrative matters. The Investment Manager currently manages approximately 400 million of assets and has a strong performance track record. The Investment Manager has an excellent track record with a history of significant and profitable European equity investment made through its previous flagship fund, Leonardo Capital Fund SPC. In addition, it has other funds including Leo Capital Fund Plc and Leo Capital (Lux FCP-FIS). The Investment Manager has identified and made several successful investments in the past which have required shareholder activist and hedge strategies to extract value. The Investment Manager is experienced in the monitoring and managing of risk. The Investment manager intends to use derivatives in order to both create and hedge individual investment strategies and to manage overall portfolio risks. The Investment Manager employs a team of 17 experienced professionals whose interests are to be aligned to those of investors through a performance fee structure and by their investment in Participating Shares of the PS Segregated Portfolio (see also the section headed Capitalization and Management, Administration and Prime Brokerage Management Fees). The Company has also recruited members for its Board of Directors and Investment Committee with considerable experience in making investments and creating value. Decision Making Process All investment opportunities will be thoroughly researched by the Investment Manager who shall prepare an investment paper (the Investment Paper). The Investment Paper shall detail the specific opportunity and investment rationale and must also include the size and timing of the investment, the leverage to be utilized (if any), the value creation strategy and potential exit strategies. An Investment Paper shall also be required in cases where there is a material
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change proposed to the investment strategy relating to an existing investment. The Investment Paper shall be presented for approval to a committee (the Investment Committee). The Investment Committee shall comprise [the Chief Investment Officer and one other senior representative of the Investment Manager,] one Director of the Company and at least two independent members having appropriate expertise which are appointed by the Board of Directors. The Investment Committee shall meet as and when necessary and at intervals of no more than three months. Investment decisions of the Investment Committee shall be approved by a simple majority vote in favour. Decisions of the Investment Committee will be reported to the Board of Directors on a quarterly basis. Investment Restrictions (A) Where the Company for and on behalf of the PS Segregated Portfolio invests in the shares, or units of any other collective investment scheme managed by the Investment Manager or by an associated company, the manager of the scheme in which investment in being made must waive any initial charge or repurchase charge on account of the investment. (B) The Company for and on behalf of the PS Segregated Portfolio must comply with the aim of spreading its investment risk. (C) The maximum single investment by the Company for and on behalf of the PS Segregated Portfolio in any one issuer shall be limited to 25% of the Gross Assets of the Company held for and on behalf of the PS Segregated Portfolio. The Company may invest in collective investment undertakings up to a limit of 50% of its NAV in any single CIS, and it may invest unutilized funds in Leo Capital Fund Plc up to a limit of 20% of its Gross Assets held for and on behalf of the PS Segregated Portfolio. The Investment Manager and the Investment Committee monitor the underlying investments of the PS Segregated Portfolio in order to ensure that, at the time an investment is made, the above restrictions are adhered to. If it comes to the attention of the Investment Manager that any of the limits have been exceeded, the Investment Manager shall immediately inform the Custodian and the Board of Directors and shall take immediate corrective action to bring the PS Segregated Portfolio within the permitted level having regard to the interests of Shareholders, except where the breach is due to appreciations or depreciations, changes in exchange rates, or by reason of the rights, bonuses, benefits, in the nature of capital or by reason of any other action affecting every holder of that investment. In such cases the Investment Manager shall endeavour to bring the portfolio within the permitted level within a reasonable time-frame, such time-frame to be determined by the Investment Manager having regard to the best interests of the Shareholders. The Administrator is not responsible for monitoring adherence to the investment guidelines and restrictions. The Board of Directors may terminate the investment management agreement in case of persistent breach of the investment guidelines and restrictions applicable to the PS Segregated Portfolio. Borrowings, Lending and Hedging The Company for and on behalf of the PS Segregated Portfolio may borrow up to a maximum of 300% of the Net Asset Value of the PS Segregated Portfolio, calculated at the time of each drawdown, in order to leverage its investment returns. Such borrowings may be secured against the assets of the PS Segregated Portfolio but will in each case be of a non-recourse nature to assets of other segregated portfolios and the general assets of the Company. All borrowings of the Company for and on behalf of the PS Segregated Portfolio will be subject to the margin requirements established by its lenders and are non-recourse to
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assets of other segregated portfolios and the general assets of the Company. The Company for and on behalf of the PS Segregated Portfolio will not be leveraged in excess of 300% of the Net Asset Value of the PS Segregated Portfolio. The Company, for and on behalf of the PS Segregated Portfolio, may lend securities of the PS Segregated Portfolio. The Company, for and on behalf of the PS Segregated Portfolio, may utilize strategies which incorporate the short-selling of securities and the use of futures, options, forward contracts and other derivatives to both create and hedge currency, equity, interest rate, commodity and other relevant exposures. Any nonEuro currency exposure will generally be hedged. Distribution Policy The Company does not intend to pay distributions or dividends in respect of the PS Segregated Portfolio. It is intended that all earnings of the Company for and on behalf of the PS Segregated Portfolio will be reinvested for and on behalf of the PS Segregated Portfolio. CAPITALIZATION At the date of this Memorandum, the authorized share capital of the Company is 250,000,001 divided into 100 Management Shares with no par value and 5,000 Participating Shares no par value. At the date of this Memorandum, 2911 Participating Shares are issued and paid in full.

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MANAGEMENT, ADMINISTRATION AND PRIME BROKERAGE Board of Directors The Board of Directors is responsible for the overall management and control of the Company in accordance with its Memorandum and Articles of Association. However, the Board of Directors has delegated the authority to make or approve any investment decisions to the Investment Manager pursuant to the investment management agreement and the day-to-day administrative functions of the Company to the Administrator pursuant to the administration agreement, in accordance with its powers of delegation as set out in the Articles of Association. The Board of Directors will review, on a periodic basis, the performance of the Investment Manager and the Administrator. The Board of Directors of the Company consists of Aogan Foley, Paul Sullivan, Pierre Kladny, Wolfgang Graebner, Jonathan Schwartz, Ian Cooper and Claus Helbig. The Directors have been appointed for an indefinite period of time. The general meeting of shareholders of the Company may by simple majority of the votes cast remove a Director from office and appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director. The Board of Directors may also a appoint new Directors, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles of Association of the Company as the maximum number of Directors. The number of Directors (other than alternate Directors) is not subject to a maximum unless otherwise resolved by the general meeting of shareholders of the Company by simple majority of the votes cast. Biographical information of the Directors is set forth below. Aogn Foley (Ireland) Mr Foley has been Managing Director of Incisive Capital Management (ICM) since 2004. ICM is an investment manager specialising in credit investments, and was purchased by Mr. Foley from HVB AG in November, 2007. Prior to this from 2001 to 2003, Mr Foley was Chief Executive Officer and Director, West End Capital Management Dublin (WECM). Through WECM, he designed and set up a credit investment vehicle, Rathgar Capital Corporation (RCC) in December 2001. RCC was rated by Moodys and Standard and Poors and was the first such vehicle to be set up outside London and New York at the time. RCC was sold to the New York branch of West LB at the end of 2003. From 1999 to 2001, he was Head of Credit Structuring, General Re Financial Products (GRFP) where he was responsible for designing and structuring credit products for GRFP in Europe. From 1995-1999, he was Head of Fixed Income Structured Finance for Lehman Brothers International (Europe). He is a Chartered Accountant by training. Paul Sullivan (Ireland) Mr. Sullivan has, from February 2002 to date, been a non-executive director of a number of Irish based investment funds as well as an independent financial adviser specialising in treasury, financial risk management and the management of sovereign debt. Prior to 2002, he spent over ten years as an executive director of the Irish sovereign debt management office at the National Treasury Management Agency (NTMA), which he helped to establish in 1991. Before joining NTMA in 1991, he was for over ten years a Vice President at Chase Manhattan Bank. He is an economist by professional background, with postgraduate degrees in economics and in finance.

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Pierre Kladny Pierre is an experienced practitioner in the area of private equity and private equity advisory with particular expertise in the IT and medical technology sectors. Pierre was educated in Switzerland where he gained an M.Sc. in Electrical Engineering at Ecole Polytechnique Federale de Lausanne. Following university he raised CHF 2 million in venture capital funding in order to establish a company developing a neural network processor. He went on to found three other companies in the IT sector before joining Lombard Odier Darier Hentsch & Cie (Geneva) as Head of Private Equity Advisory Services in 2002. In 2005 Pierre left Lombard Odier to establish his own private equity advisory company ValleyRoad Capital SA (Geneva) which he continues to run today. In addition, Pierre was a member of the board and the investment committee of Minicap Technology Fund (2003 2005), Renaissance Tech I Fund (2003 2005) and Renaissance Tech II Fund (2003 2005). He was also a member of the investment committee of LODH Immunology Biotech Fund Investment (2003 2005), a member of the board of Poland Investment Fund (2004 2005) and a member of the Advisory Board of LODH Infology Fund Tech (2005). Pierre is former a chairman of K & K Ingnieurs-Conseils SA Engineering Company, ValleyRoad Capital SA, Reuge SA, International Capital Group; and currently serves as a board member of Gulhivair Holding, Adax SA, Springboost SA and Gradum Ltd; and as a manager and board member of CapD Private Equity and CapDev Ltd. Wolfgang Graebner Dr. Wolfgang J.L. Graebner was managing partner and member of the Vorstand of BHF-BANK, a leading German merchant bank, from 1978 to 1996, and subsequently a member of its advisory board until 2000. He was a member of the supervisory board of the German Financial Future Exchange since its inception in 1991, and also sat on the German Central Capital Market Committee. Dr. Graebner represented BHF-BANK on various supervisory boards of German Companies. In addition, he has been for many years chairman of the supervisory board of BHF-BANKs industrial holding company AGIV, with annual sales of close to DM 10 billion and workforce of 38,000. Other directorships include Club Mditerrane S.A., Andritz AG., as well as Mediobanca S.p.A. and Credito Italiano S.p.A., where he has been on the executive committees for many years. He served from 1997 to 1999 as senior advisor investment banking to Bankers Trust in Germany and from 1999 to 2004 as Member of the Executive Council of Compass Partners International, London, a leading European private equity firm. In 2002 he was appointed chairman of the board of Easetec AG, a company developing software for the securitisation industry (until 2004). He was a board member of Procter & Gamble Holding Gesellschaft mbH from April 1983 through November 2010, and still is a member to the international advisory board of Nordic Mezzanine Ltd since 2002. Before becoming a banker, he was Assistant Professor at Cologne University where he received his Ph.D. with highest honours as well as his MBA. Jonathan Schwartz Jonathan has a twenty-five year career in investments, corporate development and company restructuring. He has worked throughout Europe, North America and Asia. Jonathan has experience with both manufacturing and service companies in a wide variety of sectors, including financial services, healthcare, leisure, manufacturing, media and property. Jonathan gained a BA in Literature and Economics from the New York University. He is currently director at Alquity Investment Management, which specialises in emerging markets investing. Previously, Jonathan was a partner of Compass Partners International Private Equity, a 1 billion private equity fund headquartered in London. Earlier in his career he was Group Development Director and a member of the senior management team at AMP Limited, a diversified insurance and asset management firm headquartered in Australia. Before joining the AMP, he spent fourteen years at Deloitte Consulting in both Europe and the United States, of which he was a partner for ten years, focusing on M&A, corporate development and restructuring assignments.

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Ian Cooper Professor Ian Cooper MA, MBA, Ph.D. is Professor of Finance at London Business School, where he has been a faculty member since 1978. He has also held visiting positions at the University of Chicago and Australian Graduate School of Management. Ian has published widely in both academic and practitioner journals, and serves on the editorial boards of a number of international journals. He has 30 years of experience in consulting on corporate finance and capital markets for financial institutions, corporations, government agencies, and regulatory bodies. Dr Claus Helbig Dr Claus Helbig is a lawyer by profession and holds the post of Chairman of GLL Real Estate Partners GmbH, Munich, since the inception of the company. He has held many international and German executive positions and board memberships such as General Manager International at Bayerische Vereinsbank and Member of the Board at Sdwestdeutsche Landesbank. As from 1992 he concluded a successful senior career as Board Member and CFO of Munich Reinsurance Company, the worlds leading reinsurer. He acts as Chairman of Bankhaus August Lenz & Co. AG, Munich, a Member of Gruppo Mediolanum, Italy, and was for ten years a member of the Supervisory Board of AUDI AG, the German premium car manufacturer. He is member of the Supervisory Board of Deutsche Asset Management, member of Deutsche Bank Group, and member of the Board of Director of the Swiss Helvetia Fund, New York. He is also a member of the European Advisory Board of Booz & Co, the leading international Management Consultant and Member of the Board of Socit Horlogre Reconvilier SA. Zug/Switzerland. The Articles of Association of the Company provide that, so long as the nature of their interest is or has been declared at the earliest opportunity, a Director or prospective Director may enter into any contract or arrangement with the Company and such contract or arrangement shall not be liable to be avoided and the Director concerned shall not be liable to account to the Company for any profit realized by any such contract or arrangement by reason of their holding of that office or the fiduciary relationship so established and may hold any other office or place of profit with the Company (except that of auditor) in conjunction with the office of Director on such terms as to tenure of office and otherwise as the Board of Directors may determine. Pursuant to Irish company law, the nature of his interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement, then at the next meeting of the Directors held after he becomes so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made, at the first meeting of the Directors held after he becomes so interested. The Articles of Association of the Company provide certain rights of exculpation and indemnification in favor of Directors and officers of the Company against legal liability and expenses if such persons did not, in connection with the matter giving rise to a particular claim, engage in negligence or willful default in the performance of their duties. Further provisions regarding the Directors are included in the Articles of Association of the Company. The Board of Directors may change any of the Company's service providers without the consent of the general meeting of shareholders of the Company. In addition, the remuneration being paid to service providers by the Company (and any other term of their respective service agreements) may be amended by the mutual consent of the Board of Directors and the relevant service providers. Any increase in fees of service providers beyond that stated in this document will be notified to Shareholders in advance, save in the case of an increase in the Investment Management or Performance Fee, which must be approved by Shareholders in advance.

Investment Manager
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The Company has appointed Leo Fund Managers Limited as Investment Manager with discretionary powers pursuant to an investment management agreement between the Company and the Investment Manager dated [ ] (Investment Management Agreement). The Investment Manager will also act as distributor to the Fund. Under the Investment Management Agreement, the Investment Manager has overall responsibility in relation to the investment activities of the PS Segregated Portfolio in accordance with the investment objective and policies of the PS Segregated Portfolio. The Investment Manager will not hold any cash or other assets on behalf of the Company and therefore will not be liable for the safe custody of such assets. The Investment Manager was incorporated in January, 2000 and is regulated by the FSA in the conduct of financial services and investment management activities. The principals of the Investment Manager are Stefano Roma and Francesco Spinelli. The Investment Manager is ultimately owned by a trust for the benefit of Stefano Romas family and by Francesco Spinelli directly. As at the date of this Memorandum the Investment Manager has approximately 400,000,000 in assets under management. The Investment Manager is responsible for all marketing and promotional activities related to the Company and for managing investor relations. The Board of Directors may terminate the investment management agreement on three months notice, or immediately in case of a persistent breach of the investment guidelines and restrictions applicable to the PS Segregated Portfolio. Either party may furthermore terminate the Investment Management Agreement in case of a material breach by or an insolvency event affecting the other party. If the appointment of the Investment Manager is terminated, a new Shareholders meeting will be convened to vote for the appointment of a new Investment Manager. The Board of Directors shall nominate at least two candidates on a non-binding basis. The resolution to appoint the new Investment Manager may be passed by a simple majority of the votes of holders of Participating Shares attending and voting at such meeting. If no such resolution is passed, the Board of Directors shall appoint the nominee who is mentioned first on the list of nominees proposed by the Board of Directors as the new Investment Manager. Under the Investment Management Agreement, the Investment Manager has overall responsibility to act as the Investment manager to the Company for and on behalf of the PS Segregated Portfolio in relation to the investment management, realisation of the cash and other assets of the Company held for and on behalf of the PS Segregated Portfolio and to act as agent for and on behalf of the Company for and on behalf of the PS Segregated Portfolio in identifying, selecting, purchasing, acquiring, managing, exchanging and disposing of investments on behalf of the Company for and on behalf of the PS Segregated Portfolio in accordance with, and in furtherance of the investment objective and policy of the Company for and on behalf of the PS Segregated Portfolio on the terms and subject to provisions of the investment management agreement, provided however that the Investment Manager shall not hold any cash or other assets on behalf on the Company, or any of its segregated portfolios, and therefore shall not be liable for the safe custody of such assets. The Investment Manager shall be indemnified out of the assets of the PS Segregated Portfolio only from and against all actions, proceedings, claims, demands, liabilities, losses, damages, costs and expenses (including legal and professional fees and expenses arising therefrom or incidental thereto) which may be made or brought against or directly or indirectly suffered or incurred by the Investment Manager arising out of or in connection with the performance by the Investment Manager of its duties under the investment management agreement other than due to the negligence, wilful default, bad faith or fraud of or by the Investment Manager in the performance of its duties thereunder. Such indemnity has been granted on a limited recourse basis such that any indemnification claim will be limited to the assets of the PS Segregated Portfolio.
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Administrator, Registrar and Transfer Agent Quintillion Limited acts as administrator of the Company pursuant to an administration agreement dated [ ]. 2011 (Administration Agreement). The Administrator is responsible, under the supervision of the Directors, for providing administrative services required in connection with the Companys operations, including maintaining the financial records of the Company, compiling and publishing the net asset value of each Segregated Portfolio, providing registrar services in connection with the issue, transfer and repurchase of Shares, collecting subscription payments and disbursing repurchase payments. The Administrator will also value the assets of the Subsidiary on an ongoing basis. The Administrator is a private limited company and an independent fund administration company. The Administrator offers a range of outsourced accounting and investor services solutions to the hedge fund community and is a limited company authorised by the Central Bank under the Investment Intermediaries Act, 1995. The Administrator provides services to collective investment schemes established in a number of jurisdictions. The Administration Agreement may be terminated by either party on 90 days written notice or forthwith by notice in writing in certain circumstances such as the insolvency of either party or unremedied breach after notice. The Administrator will be responsible for, inter alia, communicating with Shareholders, maintaining the Companys financial and accounting records, determining the Net Asset Value and the Net Asset Value per Participating Share, serving as the Companys agent for and on behalf of the PS Segregated Portfolio for the issue and redemption of Participating Shares of the PS Segregated Portfolio, acting as registrar of the Company, preparing financial statements, arranging for the provision of accounting, clerical, company secretarial and administrative services, maintaining corporate records, and disbursing payments of fees. The Administrator is not responsible for ensuring compliance by the Company for and on behalf of the PS Segregated Portfolio with the investment policy and restrictions set out in this Memorandum. The Administrator is a third party service provider to the Company for and on behalf of the PS Segregated Portfolio and the Administrator is not responsible for the preparation of this Memorandum or the activities of the Company and therefore accepts no responsibility for any information contained in this Memorandum. The Administrator will not participate in the investment decision-making process. The Administration Agreement provides that the Company shall out of the PS Segregated Portfolios assets indemnify the Administrator and its delegates, agents and employees against and hold it harmless from any actions, proceedings, damages, claims, costs, demands and expenses including legal and professional expenses brought against or suffered or incurred by the Administrator in the performance of its duties other than due to the negligence, fraud, bad faith or willful default of the Administrator in the performance of its obligations.Such indemnity has been granted on limited recourse basis, such that any indemnification claim will be limited to the assets of the PS Segregated Portfolio. The Administrator shall not, in the absence of negligence, bad faith, willful default or fraud on its part or on the part of its officers, servants, agents or delegates, be liable to the Company for and on behalf of the PS Segregated Portfolio for any act or omission, in the course of, or in connection with, the services rendered by it under the administration agreement or for any loss or damage which the Company for and on behalf of the PS Segregated Portfolio may sustain or suffer as the result of, or in the course of, the discharge by the Administrator of its duties under or pursuant to the administration agreement. The Administrator advises the Board of Directors and the Investment Manager on the receipt of subscription funds, disbursement of redemption amounts and any payments of expenses of the Company for and on behalf of the PS Segregated Portfolio through the Companys own bank account for and on behalf of the PS Segregated Portfolio at Daiwa Europe Trustees Ireland Limited.
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The agreement with the Administrator can be terminated without cause on 90 days notice or immediately in case of insolvency of the Administrator. Custodian The Company has appointed Daiwa Europe Trustees Ireland Limited as custodian of its assets pursuant to the Custodian Agreement dated [ ], 2011 between the Company, the Subsidiary and the Custodian. The Custodian is responsible for the safekeeping of all the assets of the Company and the Subsidiary received by the Custodian or on its behalf, in accordance with the terms of the Custodian Agreement. The principal activity of the Custodian is to provide trustee and custodial functions for investment funds such as the Company and other portfolios. The Custodian provides safe custody for the Companys assets which will be held under the control of the Custodian. The Custodian is a limited liability company incorporated in Ireland on 14 January 1993. Its ultimate parent is Daiwa Securities Group Inc. The Custodian has been authorised by the Central Bank to carry on the business of custodial operations involving the safe keeping and administration of investment instruments under the Investment Intermediaries Act 1995. The Custodian will be obliged, inter alia, to ensure that the issue and repurchase of Shares in the Company is carried out in accordance with the relevant legislation and the Memorandum and Articles of Association of the Company. The Custodian will carry out the instructions of the Investment Manager and/or, as appropriate, the Directors unless they conflict with Part XIII of the Companies Act 1990 or the Articles of Association of the Company. The Custodian is also obliged to enquire into the conduct of the Company in each financial year and report thereon to the Shareholders.
Pursuant to the terms of the Custodian Agreement, the Custodian shall exercise due care and diligence in the discharge of its duties and will be liable to the Company and the Shareholders for any loss arising from negligence, fraud, bad faith, willful default or recklessness in the performance of those duties. The Custodian has power to delegate the whole or any part of its custodial functions but its liability will not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. In order for the Custodian to discharge its responsibility the Custodian must exercise care and diligence in the selection of sub-custodians as safekeeping agents so as to ensure they have and maintain the expertise, competence and standing appropriate to discharge their responsibilities as sub-custodians. The Custodian must maintain an appropriate level of supervision over sub-custodians and make appropriate enquiries, periodically, to confirm that their obligations continue to be competently discharged.

Prime Broker Goldman Sachs International (the Prime Broker) has been appointed as a Prime Broker and SubCustodian to the Company pursuant to a prime brokerage agreement and a number of product specific supplemental documents dated [ ]. 2011 (together the Prime Brokerage Agreement). The Prime Broker is authorised and regulated in the conduct of its investment business by the Financial Services Authority ("FSA") of the United Kingdom, it has financial resources in excess of US$200 million and its ultimate parent, The Goldman Sachs Group, Inc., has a Specified Credit Rating. In its capacity as Prime Broker, the Prime Broker may execute purchase and sale orders for the Fund, and clear and settle such orders and orders executed by other brokers. In addition, the Prime Broker may enter into off-exchange contracts with the Fund as principal. The Prime Broker will also provide the Fund with financing lines, and short selling facilities. The Custodian has also appointed GSI as sub-custodian pursuant to a Sub-Custody Agreement dated [ ] (the "Sub-Custody Agreement"). As sub-custodian, the Prime Broker will be responsible for the safekeeping of all the investments and other assets of the Company delivered to it (the Custody Assets) other than those transferred to the Prime Broker as collateral or margin. The Prime Broker will identify, record and hold the Custody Assets in such a manner that the identity and location thereof can be
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identified at any time and so that the Custody Assets shall be readily identifiable as property belonging to, and held for the benefit of, the Company and as separate from any of the Prime Brokers own property. The Prime Broker may hold the Custody Assets with a sub-custodian, depository or clearing agent, including a person connected with the Prime Broker (each a sub-custodian) in a single account that is identified as belonging to customers of the Prime Broker. The Prime Broker will identify in its own books and records that part of the Custody Assets held by a sub-custodian as being held for the Fund. The Custody Assets should thus be unavailable to the creditors of the Prime Broker in the event of its insolvency. However, in the event of an unreconcilable shortfall following the default of any subcustodian, the Company may share in that shortfall proportionately with the Prime Brokers other customers. Assets of the Company held as collateral or margin are not required to be segregated and in the event of the Prime Brokers insolvency may not be recoverable in full. In accordance with the FSAs Custody Rules, the Prime Broker will exercise reasonable skill, care and diligence in the selection of any sub-custodian and will be responsible to the Company for the duration of any sub-custody agreement for satisfying itself as to the ongoing suitability of such sub-custodian, for the maintenance of an appropriate level of supervision over such sub-custodian and for confirming by means of appropriate periodic enquiries that the obligations of such sub-custodian continue to be competently discharged. The Prime Broker will only be responsible for losses suffered by the Company as a direct result of its negligence or bad faith in the appointment and monitoring of any non-affiliated sub-custodian or nominee. Otherwise the Prime Broker shall not be liable for any act or omission, or for the solvency, of any non-affiliated sub-custodian or nominee. Notwithstanding the foregoing, the Prime Broker accepts the same level of responsibility as it does for itself for companies controlled by the Prime Broker whose business consists solely of acting as a nominee holder of investments or other property in respect of any requirements of the FSAs Custody Rules. In the case of any act or omission on the part of a subcustodian or its agent which the Company considers to involve the negligence, fraud or wilful default on the part of such sub-custodian or agent, the Prime Broker shall, subject to any internal approvals, not to be arbitrarily withheld or delayed, assign to the Fund any rights it may have in respect of such act or omission. In the event that the Company obtains legal advice that such assignment would be ineffective to enable the Fund to pursue its claim, then the Prime Broker shall, subject to any internal approvals, not to be arbitrarily withheld or delayed, at the Companys expense, claim and pursue the appropriate damages or compensation from the sub-custodian or agent on the Companys behalf. The Prime Broker shall be liable for damage or loss only to Companys account(s) and only to the extent arising directly from any act or omission by the Prime Broker that constitutes negligence, fraud or wilful default. The Prime Broker shall not be liable under or in connection with the Prime Brokerage Agreement for loss (whether direct or indirect) of business profits, revenue or of data or any indirect, consequential or incidental damages, liabilities, claims, losses, expenses, awards, proceedings and costs, in each case, regardless of whether the possibility of such damages, liabilities, claims, losses, expenses, awards, proceedings and costs was disclosed to, or could reasonably have been foreseen by, GSI and whether arising in contract, in tort or otherwise. The Company will indemnify the Prime Broker for any and all expenses, losses, damages, liabilities, demands, charges, actions and claims arising out of any act or omission on the part of the Company or that result from the proper performance of the Prime Brokers obligations under the Prime Brokerage Agreement, except to the extent that the same is due to the negligence, fraud or wilful default of the Prime Broker. The Companys obligations to the Prime Broker will be secured by way of a first fixed charge over the Custody Assets. In addition, the Companys obligations to the Prime Broker in respect of any financing lines and short selling facilities will be secured by transferring to the Prime Broker all rights, title and interest in and to certain of the Custody Assets identified for such purposes by the Prime Broker as
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collateral. Collateral shall pass from the Fund to the Prime Broker free and clear of any liens, claims, charges or encumbrances or any other interest of the Company or any third party and accordingly the Prime Broker may deal with, lend, dispose of, pledge, charge or otherwise use all collateral for its own purposes and shall be obliged to redeliver equivalent collateral to the Fund on satisfaction by the Company of all its obligations to the Prime Broker and its affiliates. The Company will not be required to post collateral (excluding cash) with a market value in excess of 200 per cent of the value of the Companys obligations to the Prime Broker. The Custody Assets may be borrowed, lent, charged or otherwise used by GSI for its own purposes, whereupon such Custody Assets will become the property of GSI or become subject to a charge in favour of GSI, as the case may be. The Company will have a right against GSI for the return of equivalent assets and will rank as an unsecured creditor in relation thereto. In the event of the insolvency of GSI, the Company may not be able to recover such equivalent assets in full. Cash held or received for the Company by or on behalf of the Prime Broker and subject to the first fixed charge would not ordinarily be treated as client money; however, the Company has requested, and the Prime Broker has agreed that Cash not held as collateral but which is held or received for the Company by the Prime Broker and subject to the fixed charge will be treated by the Prime Broker as if it were client money and will be subject to the client money protections conferred by the Client Money Rules of the FSA. The Prime Broker will have no decision-making discretion relating to the Companys investments. Further, the Prime Broker shall have no obligation to review, monitor or otherwise ensure compliance by the Company with the investment policies, restrictions or guidelines applicable to it or any other term or condition of the Companys offering document(s). The Prime Broker is a service provider to the Company and is not responsible for the preparation of this document or the activities of the Company and therefore accepts no responsibility for any information contained in this document. The Company reserves the right, in its discretion, to change the prime brokerage and custodian arrangements described above including, but not limited to, the appointment of additional prime broker(s) and custodian(s).

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FEES AND EXPENSES


Investment Management Fees For services provided for and on behalf of the PS Segregated Portfolio, the Company for and on behalf of the PS Segregated Portfolio will pay the Investment Manager pursuant to terms of the investment management agreement a management fee at an annual rate of 1.5% of the Net Asset Value of the PS Segregated Portfolio (payable in arrears every month). The Investment Manager will also be entitled to be reimbursed for out of pocket expenses. Performance Fees On the winding-up of the Company or on the redemption of all of the Participating Shares of the PS Segregated Portfolio, the Company shall, for and on behalf of the PS Segregated Portfolio, pay a performance fee to the Investment Manager pursuant to terms of the investment management agreement equivalent to 20% of the appreciation in the Net Asset Value of the PS Segregated Portfolio over the period since a performance fee was last paid or, if no performance fee has been paid, since the date of the first issue of Participating Shares (the Performance Period). At the date of this Memorandum, no performance fee has been paid. On the winding-up of the Company, immediately prior to the commencement of the extension of the PS Segregated Portfolio on approval of the holders of 75% of the Participating Shares voting, or on the redemption of all of the Participating Shares, or in the event that the Investment Manager's appointment is terminated by the Company prior to the winding-up of the Company or redemption of all of the Participating Shares of the PS Segregated Portfolio for any reason, the Company shall, for and on behalf of the PS Segregated Portfolio, pay a performance fee to the Investment Manager equivalent to 20% of the appreciation in the Net Asset Value of the PS Segregated Portfolio from the date a performance fee was last paid, or if no performance fee has been paid, from the date of the first issue of Participating Shares to the last Business Day of the month immediately prior to which such termination becomes effective. For purposes of computing the performance fee, the appreciation in the Net Asset Value of the PS Segregated Portfolio shall be determined after the deduction of all expenses, including the management fee but not any accrued performance fee, and shall include interest earned and accrued. The calculation of the performance fee shall be verified by the Custodian. The Investment Manager may at its sole discretion agree with any Shareholder to rebate, return and or remit any part of the Investment Management and or performance fees which are paid or payable to the Investment Manager. Distribution and Placement Costs Costs and expenses incurred in the placement and distribution of Participating Shares in any subsequent (public) offering of Participating Shares, including any fees and expenses of any financial institutions and other parties and their advisors which may be engaged in connection therewith, shall be borne by the Investment Manager up to a cap of 4,000,000. The remainder of any such distribution and placement costs and expenses shall be borne by the Investment Manager by foregoing future performance fees until such time as the performance fees earned in respect of the PS Segregated Portfolio equal the remaining costs. Operating Expenses The PS Segregated Portfolio will bear all expenses related to the Participating Shares, including, but not limited to, brokerage commissions, other expenses related to buying and selling securities, costs of due
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diligence (including travel) regardless of whether a particular transaction is consummated, the costs of attending general meetings (collectively, the investment-related expenses); expenses incurred in connection with its operations including, but not limited to, fees and expenses of directors, advisers and consultants, the management fee and performance fee, fees and expenses of any custodians, escrow or transfer agents or other investment-related service providers; indemnification expenses and the cost of insurance against potential indemnification liabilities; interest and other borrowing expenses; legal, administrative, accounting, tax, audit and insurance expenses, expenses of preparing and distributing reports, financial statements and notices to Shareholders; litigation or other extraordinary expenses; and its pro rata share of the cost of periodically updating the Memorandum and any relevant supplement. The PS Segregated Portfolio will not bear any placement agent fees. Re-Domiciliation Expenses The Company was formed as a segregated portfolio company in the Cayman Islands and registered there on August 25, 2006 and was re-domiciled to Ireland on [ ], 2011 where it is regulated by the Central Bank as a Qualifying Investor Fund pursuant to the provisions of Part XIII of the Companies Act, 1990. The costs incurred by the Company in respect of re-domiciling the Company to Ireland are estimated to be in the region of 180,000 which costs shall be borne by the Company. Administration Fees The Administrator will be entitled to receive a fee for its services from the PS Segregated Portfolio of: 0.08% per annum of the first 100 million of the net assets of the PS Segregated Portfolio 0.07% per annum on net assets between 100 million and 300 million of the PS Segregated Portfolio 0.06% per annum on net assets in excess of 300 million of the PS Segregated Portfolio The above fee will be accrued [at each Valuation Day] and payable monthly in arrears, plus VAT if any, subject to a minimum monthly valuation fee of 10,000, excluding out of pocket expenses. The Administrator shall also be entitled to be repaid out of the assets of the PS Segregated Portfolio transactional fees and all of its reasonable out-of-pocket expenses incurred on behalf of the PS Segregated Portfolio together with VAT, if any, thereon. Custodians Fees The Custodian will be entitled to receive a fee for its services from the PS Segregated Portfolio of of: 0.03% per annum of the first 200 million of the net assets of the PS Segregated Portfolio 0.0275% per annum on net assets between 200 million and 300 million of the PS Segregated Portfolio 0.025% per annum on net assets between 300 million and 400 million of the PS Segregated Portfolio 0.02% per annum on net assets over 400 million The above fee will be accrued [at each Valuation Day] and payable monthly in arrears, plus VAT if any, subject to a minimum monthly custody fee of 3,250, subject to review on an annual basis. In addition, all reasonable out of pocket expenses will be payable by the Company including but not limited to banking maintenance fees and interbank transfer fees, Sub Custodian charges (which shall be at normal commercial rates) and telephone, letter, courier, facsimile and printing costs and expenses. Prime Broker Fees Each Prime Broker appointed by the PS Segregated Portfolio will provide a variety of brokerage and subcustodial services on arms length commercial terms for the PS Segregated Portfolios, for which fees are charged at normal commercial rates and expenses are to be reimbursed.
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Directors Fees The Directors receive an aggregate remuneration of 280,000 per year for their services as Directors of the Company. They are not entitled to any retirement or similar benefits nor to a severance payment in the event of their removal. All Directors will be entitled to reimbursement by the Company of expenses properly incurred in connection with the business of the Company or the discharge of their duties. The Directors are also eligible for additional compensation when they provide services to the Company by acting as directors of its subsidiaries, for being members of the Investment Committee or for providing special services to the company.

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GENERAL INFORMATION Set out below is a summary of certain relevant information concerning the share capital, a brief summary of certain provisions of the Articles of Association of the Company. This summary does not purport to give a complete overview and should be read in conjunction with the Articles of Association, together with relevant provisions of the Companies Law, and does not constitute legal advice regarding these matters and should not be considered as such. Description of the Companys Shares The authorized share capital of the Company is 250,000,001 divided into 100 Management Shares with no par value and 5,000 Participating Shares with no par value. The Participating Shares may be issued in classes. Each class of Participating Shares participates in a segregated portfolio. Subject to the provisions of the Articles of Association of the Company, the unissued shares of the Company are under the control of the Board of Directors who may issue, allot and dispose of or grant options over them to such persons, or on such terms and in such manner as they may think fit and no member has any pre-emptive right to purchase such Participating Shares. Shares issued in the Segregated Portfolios or Classes of the Company will be in registered form and denominated in the base currency for the relevant Segregated Portfolio or the currency attributable to the particular Class. Title to Shares will be evidenced by the entering of the investor's name on the Company's register of Shareholders and no certificates will be issued. All shareholders are entitled to the benefit of, are bound by and are deemed to have taken notice of the provisions of the Memorandum and Articles of Association of the Company. Under the terms of the Companys Memorandum and Articles of Association, the liability of the shareholders is limited to any amount unpaid on their shares. As the shares can only be issued if they are fully paid (either in cash or in kind), the shareholders of the Company will not be liable for any debt, obligation or default of the Company beyond their interest in the Company. Clause [3] of the Memorandum of Association of the Company provides that the Companys sole object is the [collective investment of its property with the aim of spreading investment risk and giving members of the Company the benefit of the results of the management of its funds]. The Companys Articles of Association have been drafted in broad and flexible terms to allow the Board of Directors the authority to, in its discretion, determine a number of issues generally or in any particular case. In approving the Issuance on the terms set out in this Memorandum, the Board of Directors has exercised a number of these discretions in accordance with the Articles of Association of the Company, including but not limited to the determination of the issue price of Participating Shares, the dates on which Participating Shares may be issued and the dates on which the Net Asset Value per Participating Share will be determined.

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Management Shares The holders of Management Shares shall be entitled to vote on all matters in general meetings of shareholders of the Company except on a resolution to change the Investment Manager on March 30 of each year or to wind up/continue the Company at the end of its seven year life, being June 27, 2014 (see the section below entitled General Meetings of Shareholders). The Management Shares do not entitle the holders to participate in the Companys profits and losses and they are not redeemable. Upon the winding up of the Company the holders of Management Shares are entitled to receive their paid in capital of 0.01 per Share after payment of the amounts due to holders of Participating Shares. 100 Management Shares are in issue, fully paid and held by the Investment Manager. The Management Shares are not transferable without the prior written consent of the Board of Directors, who does not intend to give such consent except in respect of transfers to affiliates of the Investment Manager. Participating Shares The holders of Participating Shares (the Shareholders) shall be entitled to receive notice and to attend, in person or by proxy, at each general meeting of shareholders of the Company. Participating Shareholders shall be entitled to speak or vote at any such meeting as contemplated by the Memorandum and Articles of Association, and Irish law, including voting in respect of a resolution which proposes to vary the special rights attaching to the Participating Shares, to amend the Memorandum or Articles of Association of the Company, to remove and appoint Directors of the Company, to vote on the windingup/continuation of the Company at the end of its seven year planned life and to change the Investment Manager (see the section below entitled General Meetings of Shareholders). They are entitled to receive, to the exclusion of the holders of the Management Shares, any dividends that may be declared by the Company on behalf of the PS Segregated Portfolio and, upon the winding up of the Company, the full amount of the assets of the PS Segregated Portfolio available for the distribution will be distributed to registered holders of Participating Shares in accordance with the Articles of Association. The Participating Shares have no conversion or pre-emptive rights. All Participating Shares, when duly issued, will be fully paid and non-assessable. The Participating Shares of the PS Segregated Portfolio have equal dividend, distribution and liquidation rights. Please note that according to its policy, the Company does not intend to pay distributions or dividend. If declared, however, claims to dividends and distributions not made within six years from the date of declaration shall be forfeited and shall revert to the Company on behalf of the PS Segregated Portfolio. Subject to the prior approval of the Central Bank, the Board of Directors may designate further classes of Participating Shares in the future in respect of any segregated portfolio. Each additional class of Participating Shares may be offered, subject to the requirements of the Central Bank, on different terms from the Participating Shares being offered hereunder (including the offering of Participating Shares in a different currency). General Meetings of the Shareholders (a) The Directors may convene extraordinary general meetings of at any time. The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year. Not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next PROVIDED THAT so long as the Company holds its first annual general meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year.
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(b)

Subject to the provisions of the Act permitting a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by not less than twenty-one clear days' notice and all other extraordinary general meetings shall be called by at least fourteen clear days notice which, in each case, shall specify the place the day and the hour of the meeting and in the case of special business the general nature of such business and in the case of an annual general meeting that the meeting is an annual general meeting and shall be given in the manner hereinafter provided to such persons as are under these presents or the conditions of issue of the shares held by them entitled to receive notices from the Company. Subject to Variation of Rights below, no business shall be transacted at any general meeting unless a quorum of the holders of one-third of the shares entitled to vote is present by proxy or in person at the meeting. If such quorum is not present, the meeting shall be adjourned and if at the adjourned meeting the quorum is not present, the meeting shall proceed without quorum. Any matter may also be adopted by resolution in writing of all the Shareholders entitled to vote. Each Management Share and each Participating Share shall, where they confer an entitlement to vote, carry the right to one vote. The Board of Directors may fix any date as the record date for the purpose of establishing the voting rights, provided that such date shall be on or after three Business Days prior to the meeting or any adjournement thereof With respect to the voting rights to participate in meetings, the Company shall also consider as holder of Participating Shares entitled to vote the person specified in a written statement of a financial institution which directly or indirectly participates in Euroclear Netherlands, where that person holds its security account, as being entitled to a given number of registered Shares, confirming that (i) if no record date has been determined, the person shall remain thus entitled until the conclusion of the meeting, or (ii) if a record date has been determined, the person was a participant in its collective depot at the record date for the number of Participating Shares mentioned, in either situation provided that the statement concerned has been deposited at the office of the Company prior to the meeting by hand, mail, fax or email.

(c)

(d)

Winding Up (a) On a winding up or if all of the Participating Shares are to be redeemed, the assets available for distribution (after satisfaction of creditors' claims) shall be distributed pro rata to the shareholders of each class in accordance with the Articles of Association. With the authority of an ordinary resolution of the shareholders, the Company or PS Segregated Portfolio may make distributions in specie to Shareholders. A Shareholder may, by means of a notice served on a liquidator, require the liquidator to arrange for a sale of the relevant asset and for the payment of the net proceeds of sale to the Shareholder. If all of the Participating Shares are to be redeemed and it is proposed to transfer all or part of the assets of the Company or PS Segregated Portfolio to another company, the Company or PS Segregated Portfolio, with the sanction of a special resolution of shareholders, may exchange the assets of the Company or PS Segregated Portfolio for shares or similar interests of equivalent value in the transferee company for distribution among shareholders provided that shareholders will be given the opportunity to redeem their Participating Shares prior to such exchange taking place.

(c)

Appointment and Removal of Directors The general meeting of shareholders of the Company may appoint and remove the Directors pursuant to a resolution adopted by a simple majority of the votes cast at such meeting. (See also the section headed Management, Administration and Prime Brokerage Board of Directors).
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Variation of Rights The rights attaching to the PS Segregated Portfolio or class of the PS Segregated Portfolio may, whether or not the Company is being wound up, be varied or abrogated by way of an Ordinary Resolution, or a Special Resolution, depending on the nature of the change of the rights and in accordance with the rules set out in the Memorandum and Articles of Association. -The rights attaching to the PS Segregated Portfolio or class of the PS Segregated Portfolio may also be varied by way of written resolution of all of the Shareholders of the Company by way of an Ordinary Resolution, or a Special Resolution, depending on the nature of the change of the rights and in accordance with the rules set out in the Memorandum and Articles of Association. To every such separate general meeting the provisions of the Articles relating to general meetings shall apply provided including the requirements in relation to quorum. The chairman of a general meeting of a Portfolio or class or any holder of shares of a Portfolio, class or Sub-class present in person or by proxy at a general meeting of the PS Segregated Portfolio or class of the PS Segregated Portfolio may demand a poll. Amendment of the Memorandum and Articles of Association The Memorandum or Articles of Association of the Company may be amended by a Special Resolution, or by a unanimous written resolution of all Shareholders. Final Redemption of Participating Shares On or prior to the seventh anniversary of the first issue of the Participating Shares (being 27 June, 2014) the Board of Directors will convene a general meeting of shareholders of the Company at which a resolution will be put to all holders of Participating Shares to continue the existence of the Company beyond that date for a period of up to two years. The approval of the holders of 75% of the Participating Shares attending and voting at such meeting will be required for the resolution to extend the Company's life to be passed. The Directors reserve the right following any such extension, to seek an additional extension of up to two years following the expiry of the initial extension period. Unless the resolution is passed, the Company will be placed into liquidation in accordance with the Articles of Association. Reference is made to the section headed Redemption of Shares Redemption Proceeds. Repurchase of Participating Shares Under the Articles of Association of the Company, the Board of Directors is authorized in its absolute discretion and subject to applicable laws, to effect repurchases of up to 20% of its aggregated issued Participating Shares, pro rata per Shareholder, in any one financial year of the Company at a price per Participating Share not being greater than the Net Asset Value per Participating Share as at the most recent Valuation Day. The Board of Directors will not, however, be obliged to repurchase Participating Shares and holders of Participating Shares will have no right to require such a repurchase. Repurchased shares will automatically be cancelled. See also the section above headed Winding Up and the Section below headed Redemption of Shares Compulsory Redemption. Segregated Portfolios The Board of Directors may determine from time to time to establish separate segregated portfolios subject to the prior approval by the Central Bank. Each segregated portfolio shall be separately designated by reference to a name that includes the words Segregated Portfolio and shall have one or more classes of shares to which inter alia the following provisions shall apply: (i) the proceeds from the allotment and issue of each such class of shares shall be applied in the books of the Company to the relevant segregated portfolio and the assets, profits, gains, income and liabilities, losses and expenses attributable thereto shall be applied in the books of the
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Company to such segregated portfolio and assets required to satisfy any redemption of shares of any such class or paid as dividends, shall be accounted for out of the relevant segregated portfolio. (ii) where any asset is derived from another asset (whether cash or otherwise) such derivative asset shall be applied in the books of the Company to the same segregated portfolio as the asset from which it was derived. On each revaluation of an asset, the increase or decrease in value shall be applied to the relevant segregated portfolio. the assets of each segregated portfolio shall be kept separate and separately identifiable from assets attributable to other segregated portfolios and from the Companys general assets. where any costs or expenses or any liabilities incurred by the Company are specifically attributable to a particular segregated portfolio, they shall be borne only by such segregated portfolio, and where they are not specifically attributable to a segregated portfolio, such costs, expenses, or liabilities shall be allocated among the segregated portfolios on an equitable basis as determined by the Board of Directors in its discretion.

(iii) (iv)

Records The Company shall, on behalf of each segregated portfolio, establish in its books for that segregated portfolio a separate record with its own distinct designation for each class of shares referable to such segregated portfolio. The proceeds from the allotment and issue of each class of shares shall be applied in the books of the Company for that segregated portfolio to the record established for that class of shares. The assets, profits, gains, income and liabilities, losses and expenses attributable to a particular class shall be applied to the record relating to such class at the end of each fiscal period. See also the section headed Additional Information Fiscal Periods. Major Shareholdings and Other Disclosures Obligations of Shareholders to Disclose Holdings Holders of Participating Shares may be subject to reporting obligations under Chapter 5.3 of the Supervision Act. An ultimate beneficial owner of Participating Shares is required to notify the AFM of its capital interest or voting rights forthwith after admission of the Participating Shares to listing on Euronext Amsterdam if, at the time of such admission, such person holds a capital interest or voting rights amounting to at least 5% of the aggregate share capital or voting rights of the Company, provided that such person is aware of its capital interest or voting rights meeting this threshold (or is deemed to be aware thereof). Furthermore, after such admission, an ultimate beneficial owner of Participating Shares is required to notify the AFM forthwith if it acquires or disposes of an interest in the Companys capital or voting rights and, as a result thereof, the percentage of capital interest or voting rights held by such person meets, exceeds, or falls below any of the following thresholds: 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. A notification obligation shall also apply if a persons capital interest or voting rights meets, exceeds or falls below one of the above thresholds as a consequence of a change in the Companys share capital or voting rights. Such notification shall have to be made forthwith, and in any event no later than on the fourth trading day after the AFMs publication of the Companys notification of such event (see below under Obligations of Others to Disclosure Transactions). If a persons interest is varied due to a change in the composition of such persons capital interest (e.g. a potential interest has for instance been converted in an actual interest) and was not obliged to notify this
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variation, such person must update its registration with the AFM within four weeks after the end of the calendar year as long as it holds at least 5% of the capital interest or voting rights. Notification to the AFM must be made by means of a standard form, in writing or electronically. The AFM keeps a public register of all notifications made pursuant to the Supervision Act. Obligations of Others to Disclose Transactions Under the Supervision Act, the Company shall be obliged to notify the AFM forthwith if its share capital or voting rights change by 1% or more as a result of modifications to its share capital or voting rights since its previous notification. The Company may also notify the AFM of any other changes in its share capital at any time, but it must at least notify the AFM of such changes quarterly. In this respect, the Company is obliged to notify the AFM of any changes in its share capital which have occurred during the past quarter within eight days after the calendar quarter has ended. The Directors and any other person discharging day-to-day co-managerial responsibilities or having the authority to make decisions affecting the Companys future developments and business prospects and having regular access to inside information relating, directly or indirectly, to the Company (for the purpose of this paragraph, a Relevant Person), are required to notify the AFM of the existence of transactions conducted for their own account in Participating Shares or in other securities issued by the Company, the value of which is determined by the value of the Participating Shares. Pursuant to the regulations promulgated under the Supervision Act, persons who are closely associated with Relevant Persons are also required to notify the AFM of the existence of any transactions conducted for their own account in Participating Shares or in other securities issued by the Company, the value of which is determined by the value of the Participating Shares. The following categories of persons are considered closely associated: (i) the spouse or any partner considered by national law as equivalent to the spouse, (ii) dependent children, (iii) other relatives who have shared the same household for at least one year at the relevant transaction date, (iv) any legal person, trust or partnership, amongst other things, whose managerial responsibilities are discharged by a person referred to under (i), (ii) or (iii) above. In these instances, notification as per the above may be postponed until the date the value of the transactions amounts to 5,000 or more per calendar year. Regulations on Insider Trading and Disclosure The Company is required to apply a code of conduct in respect of the applicable insider trading rules and reporting obligations in respect of transactions in securities issued by the Company and to draw up a list of persons working for the Company, as employees or otherwise, who could have access to inside information on a regular or incidental basis, to regularly update this list of persons and to inform persons on this list about the relevant prohibitions and sanctions in respect of insider information and market abuse. The Company has adopted such a code of conduct and insider list prior to the admission to listing on Euronext Amsterdam. Non-Compliance Non-compliance with the notification obligations under the Supervision Act could lead to criminal fines, administrative fines, imprisonment or other sanctions. In addition, non-compliance with the Supervision Act may lead to civil actions, which may include the suspension of voting rights and the prohibition of further acquisitions of shares in the capital of the Company. Directors Interests None of the Directors has or has had any direct interest in the promotion of the Company or in any transaction effected by the Company, and none of the Directors has any interest, beneficial or non42

beneficial, in the share capital of the Company nor any options in respect of such shares other than the following: (A) Ian Cooper holds Participating Shares in the Company. (B) The Directors or companies of which they are officers or employees may, however, subscribe for Shares in the Fund.

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SUBSCRIPTION FOR PARTICIPATING SHARES Issuance There shall be no issuance of Participating Shares pursuant to this Memorandum. The Initial Issuance consisted of a private placement of Participating Shares with several institutional investors and other professional investors in the Netherlands and in other jurisdictions who were Eligible Investors. The rights of holders of Participating Shares rank pari passu with each other. In the event of any subsequent issue of Participating Shares, the subscription price would be available on request from the Administrator, and documented in a separate offering document. The Company for and on behalf of the PS Segregated Portfolio has to date raised approximately 300,000,000, and is currently not open for subscription. In the event of any future Issuance of Shares, the Company will only accept subscriptions for Participating Shares from Eligible Investors who are Qualifying Investors and reserves the right to reject any subscriptions. Any issue of Participating Shares shall be at a price not less than the prevailing estimated Net Asset Value of the Participating Shares of the PS Segregated Portfolio at the time of issue. Minimum Investment In the case of any future Issuances, the minimum initial subscription for the PS Segregated Portfolio of the Company, is 100,000 or such other amount as the Directors may resolve from time to time, subject always to an absolute minimum of 100,000 or its currency equivalent (except in the case of Knowledgeable Persons as defined below and in Definitions). Knowledgeable Persons An exemption from the minimum investment requirement and qualifying investor criteria may be granted to knowledgeable persons who are directly associated with the Company and who fall within the following categories: (a) the Investment Manager; (b) a director of the Investment Manager; or (c) an employee of the Manager or the Investment Manager, where the employee: is directly involved in the investment activities of the Company or the PS Segregated Portfolio or is a senior employee and has experience in the provision of investment management services.

In the case of investments by employees, the Directors must be satisfied that prospective investors fall within the criteria outlined. The investors who wish to avail of the exemption provided for in the above paragraphs must certify in writing to the Company that they are (a) availing of the exemption provided for in those paragraphs; (b) aware that the Company is normally marketed solely to Qualifying Investors who are subject to a minimum subscription of 100,000; and (c) aware of the risk involved in the proposed investment and of the fact that inherent in such investments is the potential to lose all of the sum invested. Payment

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In the case of any future Issuances, payment for Participating Shares must be made in cash by electronic transfer, net of bank charges, and is due in cleared funds in Euros. Payment must be sent to the bank details noted on the Application Form issued in respect of any future Issuance. The Directors may allot Participating Shares in the PS Segregated Portfolio or class of the PS Segregated Portfolio on terms that settlement shall be made by the vesting in the PS Segregated Portfolio of assets of the type in which the subscription monies for the relevant Participating Shares may be invested in accordance with the investment objective, investment policy and investment restrictions of the PS Segregated Portfolio provided that: (i) no Participating Shares shall be issued until the assets or property have been vested or arrangements are made to vest the assets or property with the Custodian or its sub-custodian to the Custodian's satisfaction; any such exchange shall be effected on terms that the number of Participating Shares to be issued shall be the number (including, at the Directors discretion, fractions of Participating Shares) which would have been issued for a cash amount equal to the value of the assets or property as calculated in accordance with Net Asset Value of the PS Segregated Portfolio including such sum as the Directors may consider represents an appropriate provision for duties and charges arising in connection with the vesting of the assets or property; the assets or property to be transferred to the PS Segregated Portfolio shall be valued by applying the rules relating to valuation of Investments contained herein; there may be paid to the incoming Shareholder out of the assets or property of the relevant PS Segregated Portfolio a sum in cash equal to the value at the current price of any fraction of a Share excluded from the calculation aforesaid; and the Custodian shall be satisfied that the terms of such exchange shall not be such as are likely to result in any material prejudice to the existing Shareholders.

(ii)

(iii)

(iv)

(v)

Any bank charges in respect of electronic transfers will be deducted from subscriptions and the net amount will only be invested in Participating Shares. Procedure for the Purchase of Participating Shares in case of future Issuance No Shares are being offered pursuant to this Memorandum. Where Shares are being offered in the future, applications will subject to the terms of the Offering Memorandum issued in respect of such offer and the Memorandum and Articles of Association of the Company. Only Eligible Investors may subscribe for Participating Shares. Participating Shares may only be issued in the names of companies, partnerships or individuals. Further, Participating Shares purchased for those under 18 years of age must be registered in the name of the parent or legal guardian. Application must be made in the form of the application form issued but the Company in respect of such future Issuance, which should be sent to the Administrator at the address or facsimile number set forth in the application form. Subscriptions cannot be withdrawn by investors. Multiple subscriptions by investors are permitted. Where applications are made by facsimile, the original written form should be forwarded promptly to the Administrator. Participating Shares will not be issued, and no redemption payment may be made from the Shareholders holding until the original Application Form and all other relevant due diligence documents have been received by the Administrator in connection with the applicable know your customer rules and anti-money laundering requirements (see hereafter).
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Any application may be rejected or scaled down in the absolute discretion of the Board of Directors. Where applications are scaled down or rejected, subscription monies received by the Company will be returned to the account from where the monies were initially remitted, without interest.

Listing Agent and Paying Agent Local regulations in EEA countries may require the appointment of paying agents and maintenance of accounts by such agents through which subscriptions and redemption monies may be paid. ING Bank N.V. is the Listing Agent and Paying Agent with respect to the listing and trading of the Participating Shares on Euronext Amsterdam. The addresses of the Listing Agent and Paying Agent are: Listing Agent: ING Bank N.V. Van Heenvlietlaan 220 1083 CN Amsterdam The Netherlands Paying Agent: ING Bank N.V. Van Heenvlietlaan 220 1083 CN Amsterdam The Netherlands

Investors who choose, or are obliged under local regulations to pay/receive subscription/redemption monies via an intermediary entity rather than directly to the Custodian (e.g. a sub-distributor or agent in the local jurisdiction) bear a credit risk against that intermediate entity with respect to: subscription monies prior to the transmission of such monies to the Custodian for the account of the Company; and redemption monies payable by such intermediate entity to the relevant investor. Anti-Money Laundering and Counter-Terrorist Financing Measures Measures aimed at the prevention of money laundering and terrorist financing may require a detailed verification of the investor's identity and where applicable the beneficial owner on a risk sensitive basis and the ongoing monitoring of the business relationship. Politically exposed persons (PEPs), an individual who is or has, at any time in the preceding year, been entrusted with prominent public functions, and immediate family member, or persons known to close associates of such persons, must also be identified. By way of example an individual may be required to produce a copy of a passport or identification card together with evidence of his/her address such as two utility bills or bank statements, date of birth and tax residence. In the case of corporate investors, such measures may require production of a certified copy of the certificate of incorporation (and any change of name), memorandum and articles of association (or equivalent), the names, occupations, dates of birth and resident and business address of all directors. Depending on the circumstances of each application, a detailed verification might not be required where, for example, the application is made through a recognised intermediary. This exception will only apply if the intermediary referred to above is located within a country recognised in Ireland as having equivalent anti-money laundering and counter terrorist financing regulations or satisfies other applicable conditions and the investor produces a letter of undertaking from the recognised intermediary. Intermediaries cannot rely on third parties to meet the obligation to monitor the ongoing business relationship with an investor which remains their ultimate responsibility. The Administrator and the Company each reserves the right to request such information as is necessary to verify the identity of an investor. Verification of the investors identity is required to take place before the establishment of the business relationship unless there is little risk of money laundering and terrorist financing occurring. In the event of delay or failure by an investor or applicant to produce any information required for verification purposes, the Administrator or the Company may refuse to accept the application, subscription monies and cease or refuse to make redemption payments.

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The Administrator will notify applicants, as set out in the application form, what proof of identity is required. By way of example, an individual may be required to produce a copy of a passport or identification card, which shows a photograph, signature and date of birth, duly certified by a public authority such as a notary public, the police or the ambassador in their country of residence, together with two items evidencing their address such as a utility bill or bank statement. In the case of corporate applicants this may require production of a certified copy of the certificate of incorporation (and any change of name) and of the memorandum and articles of association (or equivalent) and of the names and residential and business addresses of all directors and beneficial owners and a certified authorised signatory list and properly authorised mandate of the directors of such applicant approving the making of the investment in the Fund. Each applicant for Shares will be required to make such representations as may be required by the Directors in connection with anti-money laundering programmes, including, without limitation, representations that such applicant is not a prohibited country, territory, individual or entity listed on the United States Department of Treasurys Office of Foreign Assets Control (OFAC) website and that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programmes. Each applicant will also be required to represent that subscription monies are not directly or indirectly derived from activities that may contravene United States federal or state, or international, laws and regulations, including anti-money laundering laws and regulations. The details given above are by way of example only and the Administrator will request such information and documentation as it considers is necessary to verify the identity of an applicant. In the event of delay or failure by the applicant to produce any information required for verification purposes, the Administrator may refuse to accept the application and the subscription monies relating thereto or may refuse to settle a redemption request until proper information has been provided. Redemption proceeds will not be paid to a third party save in limited, exceptional circumstances, on submission of original instruction from the applicant, and with the prior consent of the Administrator. The Administrator reserves the right to seek further documentary identification or verification in order to update adequately its records in compliance with all applicable legislation and regulation or internal policy of the Administrator as applied from time to time notwithstanding the fact that the applicant may have subscribed prior to such legislation, regulation or change in the Administrator's policy coming into force. As soon as it is reasonably practicable after such a change, the Shareholder agrees to provide to the Administrator with such further documentary identification or verification as the Administrator may reasonably request. Investor details may only be amended upon receipt by the Administrator of original documentation from the investor. Investors will be required to acknowledge and agree that, where they fail to meet all of the Administrator's verification and identification policies as applied from time to time, the Administrator, after notification to the Directors where relevant, may refuse to issue statements of account in respect of their holding in the Fund until they comply with such applicable verification and identification standards. Each applicant acknowledges that the Administrator shall be held harmless against any loss arising as a result of a failure to process his application for or request for the redemption of Shares if such information and documentation as has been properly requested by the Administrator has not been provided by the applicant. REDEMPTION OF SHARES General On or prior to the seventh anniversary of the first issue of the Participating Shares (being June 27, 2014), the Board of Directors will convene a general meeting of shareholders at which a resolution will be put to
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all holders of Participating Shares to continue the existence of the Company beyond that date for a period of up to two years. The approval of the holders of 75% of Participating Shares held by such Shareholders attending and voting at such meeting will be required for the resolution to extend the Company's life to be passed. Unless the resolution is passed, the Company will be placed into liquidation in accordance with the Articles of Association and the Participating Shares will be redeemed. Participating Shareholders shall not be entitled to request the repurchase of Shares. Following the expiry of any such extension, the Directors may, at their discretion, convene a general meeting of shareholders at which a resolution will be put to all holders of Participating Shares in the PS Segregated Portfolio to continue the existence of the Company beyond that date for a further period of up to two years. The approval of the holders of 75% of Participating Shares held by such Shareholders attending and voting at such meeting will be again be required for the resolution to extend the Company's life to be passed. The Company, or the Administrator on its behalf, also reserves the right to refuse to make any redemption payment or distribution to a Shareholder of the Company if any of the Directors of the Company or the Administrator suspects or is advised that the payment of any redemption or distribution moneys to such Shareholder might result in a breach or violation of any applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or such refusal is considered necessary or appropriate to ensure the compliance by the Company, its Directors, the Investment Manager or the Administrator with any such laws or regulations in any relevant jurisdiction.

Redemption Proceeds At redemption, Shareholders will be paid a redemption price, which is calculated in accordance with the Articles of Association of the Company and is based on the Net Asset Value per Participating Share on the preceding Valuation Day (the Redemption Price) and which price will be available on request from the Administrator. The Redemption Price will be paid in Euros by electronic transfer at the request and expense of the redeeming Shareholder of the Company and the Company will use its reasonable endeavors to make such payment within 20 calendar days of the relevant Valuation Day. Redemption payments following processing of instruments received by telefax or telephone will only be made to the account of record of a Shareholder. Amendments to a Shareholders registration details and payment instructions will only be made following receipt of original written instructions from the relevant Shareholder The Company aims to effect the payment of all redemption proceeds in cash. However, the Board of Directors under circumstances of low liquidity or adverse market conditions may elect to effect the payment of the redemptions in assets of the Company having a value equal to the Redemption Price for the shares redeemed as if the redemption proceeds were paid in cash less any redemption charge and other expenses of the transfer as the Directors may determine provided that the Shareholder requesting redemption consents to such transfer in specie. . A determination to provide redemption in specie may be solely at the discretion of the Company where the redeeming Shareholder requests redemption of a number of shares that represents 5% or more of the Net Asset Value of the Company. In this event, the Company will, if requested sell any asset or assets proposed to be distributed in specie and distribute to such Shareholder the cash proceeds less the costs of such sale which shall be borne by the relevant Shareholder. The nature and type of assets to be transferred in specie to each Shareholder shall be determined by the Directors on such basis as the Directors in their sole discretion shall deem equitable and not prejudicial to the interests of the remaining Shareholders in the relevant Portfolio, class or Sub-class and shall be subject to the approval of the Custodian. Investments may be transferred directly to the redeeming Shareholder or may be transferred to a liquidating account and sold by the Company for the benefit of the redeeming Shareholder, in which case
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payment of that proportion of the Redemption Price attributable to such investments will be delayed until such investments are sold and the amount payable in respect of such investments will depend on the performance of such investments through to the date on which they are sold. The cost of operating the liquidating account and selling the investment(s) will be deducted from the proceeds of sale paid to the redeeming Shareholder. Compulsory Redemption Shareholders are required to notify the Company and the Administrator immediately in the event that they cease to be Eligible Investors or Qualifying Investors whereupon they may be required to, and the Company shall be entitled to redeem their Participating Shares at the Net Asset Value per Participating Share as at the next Valuation Day succeeding the date of such notification. The Company reserves the right to redeem any Participating Shares that are or become owned, directly or indirectly, by or for the benefit of any person who is not an Eligible Investor or Qualifying Investor. All of the Participating Shares of the Segregated Portfolio may be compulsorily redeemed by the Company where the Company is being wound up in accordance with Irish Company law or pursuant to regulatory requirements and as set out in the Memorandum and Articles of Association.

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CALCULATION OF NET ASSET VALUE Net Asset Valuation The Net Asset Value per Participating Share is determined by the Administrator at the close of business on the last Business Day of each month (each a Valuation Day) by dividing the Net Assets Value of the PS Segregated Portfolio by the number of Participating Shares outstanding. All accrued debts and liabilities of the PS Segregated Portfolio will be deducted from the total value of the assets of the PS Segregated Portfolio, including, but not limited to: (a) the aggregate of accrued management fees and performance fees of the Investment Manager and the accrued fees of the Administrator; and (b) an allowance for the estimated annual audit, director, and legal fees; and (c) any contingencies for which reserves are determined to be required by the Board of Directors. The PS Segregated Portfolio will bear its own operating expenses, including, but not limited to, taxes, organizational and investment expenses (reasonably determined to be related to the investment of the assets of the PS Segregated Portfolio), administrative expenses, legal and licensing expenses, audit, interest and Shareholder communication expenses, and other expenses associated with the operation of the PS Segregated Portfolio. See the section headed Management, Administration and Prime Brokerage Operating Expenses. Any assets or liabilities initially expressed in terms of currencies other than Euro, are translated into Euro in accordance with international financial reporting standards. In general, investments of the PS Segregated Portfolio will be valued by the Administrator as follows: (a) Securities, including futures, options and other derivatives, that are listed or quoted on a recognized securities exchange (which shall include any interdealer quotation system which provides for reporting of last sale price), are valued at their last sales prices reported on such exchange on the Valuation Day or, if no prices were quoted on such date, at the last reported "bid" price (in the case of a security held long) and the last reported "asked" price (in the case of a security sold short) on the Valuation Day or, if no such prices have been quoted on such date, at the value assigned reasonably and in good faith by a competent person appointed by the Board of Directors and approved for that purpose by the Custodian. Note that no price adjustment will be made in respect of the potential reduced liquidity of larger positions. (b) Securities that are not listed or quoted on a recognized securities exchange, are valued at their probable realisation value calculated by the Directors or by a competent person appointed by the Directors whose appointment is approved by the Custodian or by any other means provided that the value is approved by the Custodian. The probable realisation value of such securities for this purpose may be the last reported bid price (in the case of a security held long) and the last reported asked price (in the case of a security sold short) on the Valuation Date or, if no such prices were quoted on such date, on the most immediate prior date on which such prices were quoted or, if no such prices have been quoted during the 15 business days prior to the Valuation Date, at the value assigned reasonably and in good faith by a competent person appointed by the Board of Directors and approved for that purpose by the Custodian. (c) With respect to securities sold short, the market value of such securities, as determined in accordance with the above paragraphs, shall be included in the liabilities of the Company.

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(d) Derivative contracts which are traded over-the-counter will be valued either (i) on the basis of a quotation provided by the relevant counterparty and such valuation shall be approved or verified at least monthly by a party who is approved for the purpose by the Custodian and who is independent of the counterparty; or (ii) using an alternative valuation provided by a competent person appointed by the Directors and approved for the purpose by the Custodian or a valuation by any other means provided that the value is approved by the Custodian (the Alternative Valuation). Where such Alternative Valuation method is used the Company will follow international best practice and adhere to the principles on valuation of OTC instruments established by bodies such as the International Organisation of Securities Commissions or the Alternative Investment Management Association and will be reconciled to the counterparty valuation on a quarterly basis. Where significant differences arise these will be promptly investigated and explained. (e) Securities that are in the form of put or call options, and are not listed or quoted on a Recognised Exchange, are valued at the exercise price plus (in the case of a call) or minus (in the case of a put) the amount by which the underlying security is in or out of the money, except where the Directors have assigned some other value to such securities; (f) premiums received for the writing of options will be included in the assets of the Portfolio and the value of such options determined in accordance with (d) above will be included as a liability of the Portfolio; (g) derivative contracts that are listed or traded on a regulated market, including commodity futures, are valued at the settlement price on the relevant market reported for the same; (h) forward foreign exchange contracts shall be valued in the same manner as derivatives contracts which are not traded in a regulated market or by reference to freely available market quotations (i) cash on hand or on deposit will be valued at its nominal / face value plus accrued interest; (j) short-term debt securities with remaining maturities not exceeding three months and having no specific sensitivity to market parameters including credit risk, using the amortised cost method of valuation; other short-term securities having no specific sensitivity to market parameters including credit risk, are valued on a mark-to-market basis until such time as they reach a remaining maturity of three months, whereupon they are valued using the amortised cost method as aforementioned, taking as cost their market value on the day immediately prior to their residual maturity reaching three months. In the case of securities or derivatives for which market quotations are either unavailable or unrepresentative, such securities and derivatives will be valued at their probable realisation value (fair value) as determined by a competent person appointed by the Directors and approved for such purpose by the Custodian. Subject to the approval of the Custodian, the Administrator may consult the Investment Manager with respect to the valuation of certain investments and will consult Vistra (Luxembourg) S. r.l. to provide valuations for the Subsidiary. The fair value of such asset will be communicated to the Administrator who maintains no responsibility for the accuracy of such fair value. In the event that the Directors have estimated such fair value, the actual value may prove significantly different and such event may materially affect the net asset value per Share calculation; and If the Directors deem it necessary a specific investment may be valued under an alternative method of valuation chosen by the Directors and approved by the Custodian. The Directors may adjust the value of any investment if having regard to its currency, marketability, applicable interest rates, anticipated rates of dividend, maturity, liquidity or any other relevant considerations, they consider that such adjustment is required to reflect the fair value thereof.

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Shares of a class to be redeemed on the Redemption Date immediately following the Valuation Date will be included in the Shares of that class in issue, while Shares of a class to be issued on the Dealing Day immediately following the Valuation Date will be excluded from the Shares of such class in issue. Prospective investors should be aware that situations involving uncertainties as to the valuation of portfolio positions could have an adverse effect on the Company's net assets. Absent bad faith or manifest error, the Net Asset Value determinations are conclusive and binding on all Shareholders. In calculating the Net Asset Value per Participating Share, the Administrator may rely upon such automatic pricing services as it shall determine or, if so instructed by the Board of Directors, it may use information provided by particular pricing services, brokers, market makers or other intermediaries. In such circumstances, the Administrator shall not, in the absence of fraud, negligence or willful default on the part of the Administrator, be liable for any loss suffered by the PS Segregated Portfolio or any Shareholder by reason of any error in the calculation of the Net Asset Value per Participating Share resulting from any inaccuracy in the information provided by any such pricing service, broker, market maker or other intermediary. Furthermore, in calculating the Net Asset Value per Participating Share, the Administrator shall use reasonable endeavors to verify pricing information supplied by the Investment Manager or any connected person, but investors should note that in certain circumstances it may not be possible or practicable for the Administrator to verify such information. In such circumstances, the Administrator shall not be liable for any loss suffered by the PS Segregated Portfolio or any Shareholder by reason of any error in the calculation of the Net Asset Value per Participating Share resulting from any inaccuracy in the information provided by any such person. Suspension of Net Asset Value Calculation The Company may temporarily suspend the calculation of the Net Asset Value per Participating Share for the whole or any part of any period: (a) during which any market in which a significant portion of the Companys investments are currently quoted or traded is closed, other than for customary holidays and weekends, or during which dealing therein is restricted or suspended; or during the existence of any state of affairs which, in the opinion of the Directors, constitutes an emergency as a result of which disposition by the Company of investments owned by it is not reasonably practicable or would be seriously prejudicial to the Company; or during any breakdown in the means of communication normally employed in determining the price or value of any of the Companys investments, or of current prices in any market as aforesaid, or when for any other reason the prices or values of a significant proportion of investments owned by the Company cannot reasonably be promptly and accurately ascertained; or when there exists such other extraordinary circumstances as determined in good faith by the Directors, after consulting with the Investment Manager, that cause redemptions or such payments to be impracticable under existing economic or market conditions or the inability of (or inadvisability in the opinion of) the Directors, after consulting with the Investment Manager, to liquidate securities.

(b)

(c)

(d)

The Central Bank will be notified without delay of any such temporary suspension.

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TRANSFER RESTRICTIONS It is the responsibility of each investor to ensure that the purchase of Participating Shares does not violate any applicable laws in the investor's jurisdiction of residence. Furthermore transfers of Participating Shares may only be conducted in accordance with the anti-money laundering policies and procedures of the Administrator (see the section headed Subscription for Participating Shares Anti-Money Laundering and Counter-Terrorist Financing Measures). A transferee will be required to complete an Application Form and will be required to be an Eligible Investor and Qualifying Investor. Participating Shares may not be acquired directly or indirectly for the account or benefit of a United States Person and all investors other than a United States Person or persons acquiring Participating Shares directly or indirectly for the account or on behalf of United States Persons are eligible investors (each an Eligible Investor).

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TAXATION IRELAND General The information given is not exhaustive and does not constitute legal or tax advice. Investors should consult their own professional advisers as to the implications of their subscribing for, purchasing, holding, switching or disposing of Shares under the laws of the jurisdictions in which they may be subject to tax. The following is a brief summary of certain aspects of Irish taxation law and practice relevant following re-domiciliation to Ireland. It is based on the law and practice and official interpretation currently in effect, all of which are subject to change. Dividends, interest and capital gains (if any) which the Company receives with respect to its investments (other than securities of Irish issuers) may be subject to taxes, including withholding taxes, in the countries in which the issuers of investments are located. It is anticipated that the Company may not be able to benefit from reduced rates of withholding tax in double taxation agreements between Ireland and such countries. If this position changes in the future and the application of a lower rate results in a repayment to the Company the Net Asset Value will not be re-stated and the benefit will be allocated to the existing Shareholders rateably at the time of repayment. Irish Taxation The Directors have been advised that on the basis that the Company is resident in Ireland for taxation purposes the taxation position of the Company and the Shareholders is as set out below. Definitions For the purposes of this section, the following definitions shall apply. Irish Resident in the case of an individual, means an individual who is resident in Ireland for tax purposes. in the case of a trust, means a trust that is resident in Ireland for tax purposes. in the case of a company, means a company that is resident in Ireland for tax purposes.

An individual will be regarded as being resident in Ireland for a tax year if he/she is present in Ireland: (1) for a period of at least 183 days in that tax year; or (2) for a period of at least 280 days in any two consecutive tax years, provided that the individual is present in Ireland for at least 31 days in each period. In determining days present in Ireland, an individual is deemed to be present if he/she is in Ireland at any time during the day. This new test takes effect from 1 January 2009 (previously in determining days present in Ireland an individual was deemed to be present if he/she was in Ireland at the end of the day (midnight)). A trust will generally be Irish resident where the trustee is resident in Ireland or a majority of the trustees (if more than one) are resident in Ireland. A company which has its central management and control in Ireland is resident in Ireland irrespective of where it is incorporated. A company which does not have its central management and control in Ireland but which is incorporated in Ireland is resident in Ireland except where:-

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the company or a related company carries on a trade in Ireland, and either the company is ultimately controlled by persons resident in EU Member States or in countries with which Ireland has a double taxation treaty, or the company or a related company are quoted companies on a recognised Stock Exchange in the EU or in a treaty country under a double taxation treaty between Ireland and that country; or

the company is regarded as not resident in Ireland under a double taxation treaty between Ireland and another country.

It should be noted that the determination of a companys residence for tax purposes can be complex in certain cases and potential investors are referred to the specific legislative provisions that are contained in Section 23A of the Taxes Act. Ordinarily Resident in Ireland in the case of an individual, means an individual who is ordinarily resident in Ireland for tax purposes in the case of a trust, means a trust that is ordinarily resident in Ireland for tax purposes.

An individual will be regarded as ordinarily resident for a particular tax year if he/she has been Irish Resident for the three previous consecutive tax years (i.e. he/she becomes ordinarily resident with effect from the commencement of the fourth tax year). An individual will remain ordinarily resident in Ireland until he/she has been non-Irish Resident for three consecutive tax years. Thus, an individual who is resident and ordinarily resident in Ireland in the tax year 1 January 2011 to 31 December 2011 and departs from Ireland in that tax year will remain ordinarily resident up to the end of the tax year 1 January 2014 to 31 December 2014. The concept of a trusts ordinary residence is somewhat obscure and linked to its tax residence. Exempt Irish Investor a pension scheme which is an exempt approved scheme within the meaning of Section 774 of the Taxes Act or a retirement annuity contract or a trust scheme to which Section 784 or 785 of the Taxes Act applies; a company carrying on life business within the meaning of Section 706 of the Taxes Act; an investment undertaking within the meaning of Section 739B(1) of the Taxes Act; a special investment scheme within the meaning of Section 737 of the Taxes Act; a charity being a person referred to in Section 739D(6)(f)(i) of the Taxes Act; a unit trust to which Section 731(5)(a) of the Taxes Act applies; a qualifying fund manager within the meaning of Section 784A(1)(a) of the Taxes Act where the Shares held are assets of an approved retirement fund or an approved minimum retirement fund; a qualifying management company within the meaning of Section 739B of the Taxes Act; a personal retirement savings account (PRSA) administrator acting on behalf of a person who is entitled to exemption from income tax and capital gains tax by virtue of Section 787I of the Taxes Act and the Shares are assets of a PRSA; a credit union within the meaning of Section 2 of the Credit Union Act, 1997; the National Pensions Reserve Fund Commission; the National Asset Management Agency; a company which is within the charge to corporation tax in accordance with Section 110(2) of the Taxes Act in respect of payments made to it by the Company or; any other Irish Resident or persons who are Ordinarily Resident in Ireland who may be permitted to own Shares under taxation legislation or by written practice or concession of the Revenue
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Commissioners without giving rise to a charge to tax in the Company or jeopardising tax exemptions associated with the Company giving rise to a charge to tax in the Company; provided that they have correctly completed the Relevant Declaration. Intermediary means a person who: carries on a business which consists of, or includes, the receipt of payments from an investment undertaking on behalf of other persons; or holds shares in an investment undertaking on behalf of other persons.

Ireland means the Republic of Ireland Recognised Clearing System means Bank One NA, Depositary and Clearing Centre, Clearstream Banking AG, Clearstream Banking SA, CREST, Depositary Trust Company of New York, Euroclear, Japan Securities Depository Centre, National Securities Clearing System, Sicovam SA, SIS Sega Intersettle AG or any other system for clearing shares which is designated for the purposes of Chapter 1A in Part 27 of the Taxes Act, by the Irish Revenue Commissioners as a recognised clearing system. Relevant Declaration means the declaration relevant to the Shareholder as set out in Schedule 2B of the Taxes Act. Relevant Period means a period of 8 years beginning with the acquisition of a Share by a Shareholder and each subsequent period of 8 years beginning immediately after the preceding relevant period. Taxes Act, The Taxes Consolidation Act, 1997 (of Ireland) as amended. The Company The Company will be regarded as resident in Ireland for tax purposes if the central management and control of its business is exercised in Ireland and the Company is not regarded as resident elsewhere. It is the intention of the Directors that the business of the Company will be conducted in such a manner as to ensure that it is Irish resident for tax purposes. The Directors have been advised that the Company qualifies as an investment undertaking as defined in Section 739B (1) of the Taxes Act. Under current Irish law and practice, the Company is not chargeable to Irish tax on its income and gains. However, tax can arise on the happening of a chargeable event in the Company. A chargeable event includes any distribution payments to Shareholders or any encashment, redemption, cancellation, transfer or deemed disposal (a deemed disposal will occur at the expiration of a Relevant Period) of Shares or the appropriation or cancellation of Shares of a Shareholder by the Company for the purposes of meeting the amount of tax payable on a gain arising on a transfer. No tax will arise on the Company in respect of chargeable events in respect of a Shareholder who is neither Irish Resident nor Ordinarily Resident in Ireland at the time of the chargeable event provided that a Relevant Declaration is in place and the Company is not in possession of any information which would reasonably suggest that the information
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contained therein is no longer materially correct. In the absence of either a Relevant Declaration or the Company satisfying and availing of prescribed equivalent measures (see paragraph headed Equivalent Measures below) there is a presumption that the investor is Irish Resident or Ordinarily Resident in Ireland. A chargeable event does not include: An exchange by a Shareholder, effected by way of an arms length bargain where no payment is made to the Shareholder, of Shares in the Company for other Shares in the Company; Any transactions (which might otherwise be a chargeable event) in relation to shares held in a recognised clearing system as designated by order of the Irish Revenue Commissioners; A transfer by a Shareholder of the entitlement to Shares where the transfer is between spouses and former spouses, subject to certain conditions; or An exchange of Shares arising on a qualifying amalgamation or reconstruction (within the meaning of Section 739H of the Taxes Act) of the Company with another investment undertaking.

If the Company becomes liable to account for tax if a chargeable event occurs, the Company shall be entitled to deduct from the payment arising on a chargeable event an amount equal to the appropriate tax and/or where applicable, to appropriate or cancel such number of Shares held by the Shareholder or the beneficial owner of the Shares as are required to meet the amount of tax. The relevant Shareholder shall indemnify and keep the Company indemnified against loss arising to the Company by reason of the Company becoming liable to account for tax on the happening of a chargeable event if no such deduction, appropriation or cancellation has been made. Dividends received by the Company from investment in Irish equities may be subject to Irish dividend withholding tax at the standard rate of income tax (currently 20%). However, the Company can make a declaration to the payer that it is a collective investment undertaking beneficially entitled to the dividends which will entitle the Company to receive such dividends without deduction of Irish dividend withholding tax. Stamp Duty No stamp duty is payable in Ireland on the issue, transfer, repurchase or redemption of Shares in the Company. Where any subscription for or redemption of Shares is satisfied by the in specie transfer of securities, property or other types of assets, Irish stamp duty may arise on the transfer of such assets. No Irish stamp duty will be payable by the Company on the conveyance or transfer of stock or marketable securities provided that the stock or marketable securities in question have not been issued by a company registered in Ireland and provided that the conveyance or transfer does not relate to any immovable property situated in Ireland or any right over or interest in such property or to any stocks or marketable securities of a company (other than a company which is an investment undertaking within the meaning of Section 739B (1) of the Taxes Act) which is registered in Ireland. Special Declaration Procedure on Re-Domiciliation to Ireland It should be noted that a special declaration procedure applies on re-domiciliation of the Company to Ireland which when complied with provides that no gain will be treated as arising to the Company on the happening of a chargeable event in respect of Shareholders who at the date of the re-domiciliation were not resident in Ireland to the best of the Companys knowledge and belief. The Company will comply with the requirements of this special declaration procedure. Shareholders who are Irish Resident or Ordinary Resident in Ireland at the date of the re-domiciliation or Shareholders who subsequently become Irish Resident after the re-domiciliation should consult their own professional advisers as to the possible tax consequences. It should be noted that where new Issuances of Shares are issued, existing Shareholders who continue to be neither resident nor ordinary resident in Ireland will be required to provide a Relevant Declaration (in
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the absence of the Company satisfying and availing of equivalent measures see paragraph headed Equivalent Measures below) in respect of such new Issuance of Shares/subsequent acquisition of Shares in the Company notwithstanding the above outlined special declaration procedure which only relates to Shares held by such Shareholders at the date of re-domiciliation to Ireland. Shareholders Tax Shares which are held in a Recognised Clearing System Any payments to a Shareholder or any encashment, redemption, cancellation or transfer of Shares held in a Recognised Clearing System will not give rise to a chargeable event in the Company (there is however ambiguity in the legislation as to whether the rules outlined in this paragraph with regard to Shares held in a Recognised Clearing System, apply in the case of chargeable events arising on a deemed disposal, therefore, as previously advised, Shareholders should seek their own tax advice in this regard). Thus the Company will not have to deduct any Irish taxes on such payments regardless of whether they are held by Shareholders who are Irish Residents or Ordinarily Resident in Ireland, or whether a non-resident Shareholder has made a Relevant Declaration. However, Shareholders who are Irish Resident or Ordinarily Resident in Ireland or who are not Irish Resident or Ordinarily Resident in Ireland but whose Shares are attributable to a branch or agency in Ireland may still have a liability to account for Irish tax on a distribution or encashment, redemption or transfer of their Shares. To the extent any Shares are not held in a Recognised Clearing System at the time of a chargeable event (and subject to the point made in the previous paragraph in relation to a chargeable event arising on a deemed disposal), the following tax consequences will typically arise on a chargeable event. Shareholders who are neither Irish Residents nor Ordinarily Resident in Ireland The Company will not have to deduct tax on the occasion of a chargeable event in respect of a Shareholder if (a) the Shareholder is neither Irish Resident nor Ordinarily Resident in Ireland, (b) the Shareholder has made a Relevant Declaration on or about the time when the Shares are applied for or acquired by the Shareholder (subject to the above paragraph headed Special Declaration Procedure on Re-Domiciliation to Ireland) and (c) the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct. In the absence of either a Relevant Declaration (provided in a timely manner) or the Company satisfying and availing of prescribed equivalent measures (see paragraph headed Equivalent Measures below) tax will arise on the happening of a chargeable event in the Company regardless of the fact that a Shareholder is neither Irish Resident nor Ordinarily Resident in Ireland. The appropriate tax that will be deducted is as described below. To the extent that a Shareholder is acting as an Intermediary on behalf of persons who are neither Irish Resident nor Ordinarily Resident in Ireland no tax will have to be deducted by the Company on the occasion of a chargeable event provided that either (i) the Company satisfied and availed of the prescribed equivalent measures or (ii) the Intermediary has made a Relevant Declaration that he/she is acting on behalf of such persons and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct. Shareholders who are neither Irish Residents nor Ordinarily Resident in Ireland and either (i) the Company has satisfied and availed of the prescribed equivalent measures or (ii) such Shareholders have made Relevant Declarations in respect of which the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct, will not be liable to Irish tax in respect of income from their Shares and gains made on the disposal of their Shares. However, any corporate Shareholder which is not Irish Resident and which holds Shares directly or indirectly by or for a trading branch or agency in Ireland will be liable to Irish tax on income from their Shares or gains made on disposals of the Shares.
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Where tax is withheld by the Company on the basis that no Relevant Declaration has been filed with the Company by the Shareholder, Irish legislation provides for a refund of tax only to companies within the charge to Irish corporation tax, to certain incapacitated persons and in certain other limited circumstances. Shareholders who are Irish Residents or Ordinarily Resident in Ireland

Unless a Shareholder is an Exempt Irish Investor and makes a Relevant Declaration to that effect and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or unless the Shares are purchased by the Courts Service, tax at the rate of 27% will be required to be deducted by the Company from a distribution (where payments are made annually or at more frequent intervals) to a Shareholder who is Irish Resident or Ordinarily Resident in Ireland. Similarly, tax at the rate of 30% will have to be deducted by the Company on any other distribution or gain arising to the Shareholder (other than an Exempt Irish Investor who has made a Relevant Declaration) on an encashment, redemption, cancellation, transfer or deemed disposal (see below) of Shares by a Shareholder who is Irish Resident or Ordinarily Resident in Ireland. The Finance Act 2006 introduced rules (which were subsequently amended by the Finance Act 2008) in relation to an automatic exit tax for Shareholders who are Irish Resident or Ordinarily Resident in Ireland in respect of Shares held by them in the Company at the ending of a Relevant Period. Such Shareholders (both companies and individuals) will be deemed to have disposed of their Shares (deemed disposal) at the expiration of that Relevant Period and will be charged to tax at the rate of 30% on any deemed gain (calculated without the benefit of indexation relief) accruing to them based on the increased value (if any) of the Shares since purchase or since the previous exit tax applied, whichever is later. For the purposes of calculating if any further tax arises on a subsequent chargeable event (other than chargeable events arising from the ending of a subsequent Relevant Period or where payments are made annually or at more frequent intervals), the preceding deemed disposal is initially ignored and the appropriate tax calculated as normal. Upon calculation of this tax, credit is immediately given against this tax for any tax paid as a result of the preceding deemed disposal. Where the tax arising on the subsequent chargeable event is greater than that which arose on the preceding deemed disposal, the Company will have to deduct the difference. Where the tax arising on the subsequent chargeable event is less than that which arose on the preceding deemed disposal, the Company will refund the Shareholder for the excess (subject to the paragraph headed 15% threshold below). 10% Threshold The Company will not have to deduct tax (exit tax) in respect of this deemed disposal where the value of the chargeable shares (i.e. those Shares held by Shareholders to whom the declaration procedures do not apply) in the Company (or in the sub-fund within an umbrella scheme) is less than 10% of the value of the total Shares in the Company (or in the sub-fund) and the Company has made an election to report certain details in respect of each affected Shareholder to Revenue (the Affected Shareholder) in each year that the de minimus limit applies. In such a situation the obligation to account for the tax on any gain arising on a deemed disposal will be the responsibility of the Shareholder on a self assessment basis (self-assessors) as opposed to the Company or sub-fund (or their service providers). The Company is deemed to have made the election to report once it has advised the Affected Shareholders in writing that it will make the required report. 15 % Threshold As previously stated where the tax arising on the subsequent chargeable event is less than that which arose on the preceding deemed disposal (e.g. due to a subsequent loss on an actual disposal), the Company will refund the Shareholder the excess. Where however immediately before the subsequent chargeable event, the value of chargeable shares in the Company (or in the sub-fund within an umbrella scheme) does not exceed 15% of the value of the total Shares, the Company (or sub-fund) may elect to have any excess tax arising repaid directly by Revenue to the Shareholder. The Company is deemed to
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have made this election once it notifies the Shareholder in writing that any repayment due will be made directly by Revenue on receipt of a claim by the Shareholder. Other To avoid multiple deemed disposal events for multiple units an irrevocable election under Section 739D(5B) can be made by the Company to value the Shares held at the 30th June or 31st December of each year prior to the deemed disposal occurring. While the legislation is ambiguous, it is generally understood that the intention is to permit a fund to group shares in six month batches and thereby make it easier to calculate the exit tax by avoiding having to carry out valuations at various dates during the year resulting in a large administrative burden. The Irish Revenue Commissioners have provided updated investment undertaking guidance notes which deal with the practical aspects of how the above calculations/objectives will be accomplished. Shareholders (depending on their own personal tax position) who are Irish Resident or Ordinarily Resident in Ireland may still be required to pay tax or further tax on a distribution or gain arising on an encashment, redemption, cancellation, transfer or deemed disposal of their Shares. Alternatively they may be entitled to a refund of all or part of any tax deducted by the Company on a chargeable event. Equivalent Measures The Finance Act 2010 (Act) introduced new measures commonly referred to as equivalent measures to amend the rules with regard to Relevant Declarations. The position prior to the Act was that no tax would arise on an investment undertaking with regard to chargeable events in respect of a shareholder who was neither Irish Resident nor Ordinarily Resident in Ireland at the time of the chargeable event, provided that a Relevant Declaration was in place and the investment undertaking was not in possession of any information which would reasonably suggest that the information contained therein was no longer materially correct. In the absence of a Relevant Declaration there was a presumption that the investor was Irish Resident or Ordinarily Resident in Ireland. The Act however contained new provisions that permit the above exemption in respect of shareholders who are not Irish Resident nor Ordinarily Resident in Ireland to apply where appropriate equivalent measures are put in place by the investment undertaking to ensure that such shareholders are not Irish Resident nor Ordinarily Resident in Ireland and the investment undertaking has received approval from the Revenue Commissioners in this regard. Personal Portfolio Investment Undertaking (PPIU) The Finance Act 2007 introduced new provisions regarding the taxation of Irish Resident individuals or Ordinarily Resident in Ireland individuals who hold shares in investment undertakings. These provisions introduced the concept of a personal portfolio investment undertaking ("PPIU"). Essentially, an investment undertaking will be considered a PPIU in relation to a specific investor where that investor can influence the selection of some or all of the property held by the investment undertaking. Depending on individuals circumstances, an investment undertaking may be considered a PPIU in relation to some, none or all individual investors i.e. it will only be a PPIU in respect of those individuals who can "influence" selection. Any gain arising on a chargeable event in relation to an investment undertaking which is a PPIU in respect of an individual on or after 20th February 2007, will be taxed at the standard rate plus 30% (currently 50%). Specific exemptions apply where the property invested in has been widely marketed and made available to the public or for non-property investments entered into by the investment undertaking. Further restrictions may be required in the case of investments in land or unquoted shares deriving their value from land.

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Capital Acquisitions Tax The disposal of Shares may be subject to Irish gift or inheritance tax (Capital Acquisitions Tax). However, provided that the Company falls within the definition of investment undertaking (within the meaning of Section 739B (1) of the Taxes Act), the disposal of Shares by a Shareholder is not liable to Capital Acquisitions Tax provided that (a) at the date of the gift or inheritance, the donee or successor is neither domiciled nor Ordinarily Resident in Ireland; (b) at the date of the disposition, the Shareholder disposing (disponer) of the Shares is neither domiciled nor Ordinarily Resident in Ireland; and (c) the Shares are comprised in the gift or inheritance at the date of such gift or inheritance and at the valuation date. With regard to Irish tax residency for Capital Acquisitions Tax purposes, special rules apply for non-Irish domiciled persons. A non-Irish domiciled donee or disponer will not be deemed to be resident or ordinarily resident in Ireland at the relevant date unless; i) ii) that person has been resident in Ireland for the 5 consecutive years of assessment immediately preceding the year of assessment in which that date falls; and that person is either resident or ordinarily resident in Ireland on that date.

European Union Taxation of Savings Income Directive - Proposed Amendments Article 18 of the EU Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments (the Directive) included a requirement for the European Commission to report to the Council on the operation of the Directive every three years and to propose any amendments to the Directive that may be required in order to better ensure effective taxation of savings income and to remove any undesirable distortions of competition. The first report into the effectiveness of the Directive concluded that that the scope of the Directive could be circumvented with relative ease. On the 13th November 2008 the European Commission adopted an amending proposal to the Directive which amongst other things proposed to extend the scope of the Directive to Non-UCITS funds (currently NonUCITS are regarded as falling outside the scope of the Directive). The rationale behind the extension of the Directive is to ensure a level playing field between all investment funds irrespective of their legal structure. Consequently, in the future, dividends and other distributions made by the Company together with payment of the proceeds of sale and/or redemption of Shares in the Company may fall in-scope of the Directive and consequently within the information exchange/withholding tax regime of the Directive (depending on the investment portfolio of the relevant fund, the location of the paying agent, etc). The Netherlands This taxation summary solely addresses Dutch withholding tax consequences of the listing of the Participating Shares on Euronext Amsterdam. It does not address any other Dutch tax consequences, i.e. of the acquisition, the ownership and disposition of Participating Shares in the Company. Withholding Tax The Board of Directors intends to conduct the affairs of the Company so that it does not become or is not deemed to be a resident in the Netherlands for tax purposes. Under the assumption that the Board of Directors succeeds in so conducting the affairs of the Company, all payments on the Participating Shares may be made free from withholding or deduction of, for or on account of any taxes of whatever nature imposed, levied, withheld or assessed by the Netherlands or any political subdivision or taxing authority thereof or therein. Whether the Company becomes resident in the Netherlands depends on the circumstances. Decisive in this respect is the place of effective management of the Company. Circumstances that are relevant to determine the place of effective management are, amongst others:
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(i) the place where the meetings of the Board of Directors of the Company are held, where the members
of the Board of Directors perform their duties and where the important management decisions are made; (ii) the place where the Company has an office; (iii) the place where the bookkeeping of the Company is carried out and where the annual accounts are prepared; (iv) the place where the main bank account of the Company is maintained; and (v) the place of residence of the members of the Board of Directors of the Company. As long as no such form of nexus with the Netherlands is present, it is highly unlikely that the Company can be classified as a resident in the Netherlands. In addition, given the fact that the Company is not incorporated under Dutch law, the Company is not deemed to be a resident in the Netherlands for Netherlands withholding tax purposes. If the Board of Directors does not succeed in so conducting the affairs of the Company outside the Netherlands, all payments on the Participating Shares made by the Company are generally subject to a withholding tax imposed by the Netherlands at a rate of 15%. If a withholding tax is required by law, the Company will not be under the obligation to pay any additional amount.

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ADDITIONAL INFORMATION Fiscal Year The fiscal year of the Company will end on December 31 of each year. Fiscal Periods Since Participating Shares may be issued and redeemed, and dividends may be declared on Participating Shares, during the course of a fiscal year, the Companys Articles of Association provide for fiscal periods, which are portions of a fiscal year, for the purpose of allocating net profits and net losses to the records maintained for each class within the PS Segregated Portfolio. A new fiscal period will commence on the date following the date of any redemption of Participating Shares, the date of any issuance of Participating Shares and the date established by the Board of Directors for determining the record ownership of Participating Shares of any class for the payment of dividends, and the prior fiscal period will terminate on the date immediately preceding the first day of a new fiscal period. Financial Statements The Companys audited annual accounts and annual report will be prepared as per December 31 of each year. On the date of this Memorandum, the next financial period will end on December 31, 2011. Copies of the annual accounts and annual report will be sent to the Shareholders and the Central Bank by April 30 each year. The Company's financial statements will be prepared on the basis of IAS/IFRS as adopted by the European Union.
Audited annual reports will be available from the Administrator at its offices and copies may be obtained from the Administrator free of charge. The most recent annual audited accounts for the PS Segregated Portfolio, together with a copy of the latest Memorandum will be sent to prospective Shareholders prior to subscribing.

Auditors PricewaterhouseCoopers are the auditors of the Company. The Board of Directors may replace the auditors without prior notice to the Shareholders of the Company. Available Information Available Documents This Memorandum is not intended to provide a complete description of the Companys Memorandum or Articles of Association or the Material Contracts agreements entered into by the Company. Copies of all such documents, together with a copy of the Companies Law, and the most recent audited financial statements of the Company are available for inspection by Shareholders and prospective investors during normal business hours at the office of the Administrator at the address set forth in the Directory. Copies of these documents and of this Memorandum may also be obtained free of charge for the life of this Memorandum upon request sent to the Administrator at the address set forth in the Directory and the Paying Agent at the address set forth in the section headed Subscription for Participating Shares Listing Agent and Paying Agent. Material contracts The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Company prior to the date of this Memorandum and are, or may be, material:
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(a) (b) (c) (d) (e)

Investment Management Agreement dated [ ], 2011 between (1) the Company and (2) the Investment Manager; A Custodian Agreement dated [ ], 2011 between (1) the Company; (2) the Subsidiary and (3) the Custodian; An Administration Agreement dated [ ], 2011 between (1) the Company and (2) the Administrator; A Prime Brokerage Agreement dated [ ], 2011 between (1) the Company and (2) the Administrator; and A Sub-Custodian Agreement dated [ ],2001 between (1) the Prime Broker and (2) the Custodian.

Enquiries All enquiries by Shareholders and prospective investors should be directed to the Administrator, at the address set forth in the Directory. Information The following information will be published on the website of the Company, www. leocapitalgrowth.ky, on the website of the Investment Manager www.leofund.co.uk , and on www.bloomberg.com: - Net Asset Value per Participating Share as determined by the Administrator at each Valuation Day; - Any reasons for suspension of the calculation of the Net Asset Value; and - Any investment in any single underlying issuer in excess of 20% of the Gross Assets of the Company. Notices All notices to Shareholders will be sent to Shareholders and will be published on the website of the Company, leocapitalgrowth.ky, on the website of the Investment Manager www.leofund.co.uk , in a nationally distributed daily newspaper distributed in the Netherlands and in the Daily Official List of Euronext Amsterdam (Officile Prijscourant). Corporate Resolutions The Board of Directors shall resolve to approve the allotment of Participating Shares by the Company upon the terms contained in this Memorandum, the Application Form and the Articles of Association. Legal Proceedings There are no governmental, legal or arbitration proceedings current, pending or threatened of which the Company is aware, during a period covering at least the past 12 months which may have, or have had in the recent past significant effects on the Company and/or groups financial position or profitability.

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GLOSSARY OF TERMS

"Administrator" "AFM"

Quintillion Limited the Dutch Authority for the Financial Markets (Autoriteit Financile Markten) the subscription and share application form issued by the Company in respect of each Issuance the articles of association of the Company to be adopted by special resolution on or about [ ], 2011, as the same may be amended for time to time the board of directors of the Company any day (except Saturday or Sunday) on which banks in Dublin or London are generally open for business or such other day or days as may be determined by the Directors and notified to Shareholders the Central Bank of Ireland the Companies Acts 1963 to 2009 Leo Capital Growth SPC Plc Daiwa Europe Trustees Ireland Limited the members of the Board of Directors from time to time all investors other than a United States Person or persons acquiring Participating Shares directly or indirectly for the account on behalf of United States Persons the stock market of Euronext Amsterdam N.V. Eurolist by Euronext Amsterdam

"Application Form"

"Articles of Association"

"Board of Directors" "Business Day"

"Central Bank" "Companies Law" "Company" "Custodian" "Directors" "Eligible Investors"

"Euronext" "Euronext Amsterdam" "FSA" "Gross Assets" GSI or Prime Broker "Initial Issuance"

the UK Financial Services Authority Net Asset Value plus any borrowings plus the market value of any securities sold short Goldman Sachs International

the initial issue of 39,800 Participating Shares at on June 27, 2007 at a subscription price of 1,000 which were consolidated into 398 Participating Shares issued at a price of 100,000 each pursuant to the Capital Restructuring
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Issuance "Investment Committee" "Investment Manager "Investment Paper"

the issue of Participating Shares at any time at the Directors discretion the investment committee established by the Board of Directors

Leo Fund Managers Limited the investment paper prepared by the Investment Manager in relation to investment opportunities ING Bank N.V. non-participating shares of no par value in the capital of the Company attributable to its general assets having the rights provided for in the Articles of Association

"Listing Agent" "Management Shares"

"Material Contracts" the material contracts of the Company as listed in Additional Information. "Memorandum and Articles of Association" the memorandum of association of the Company, as the same may be amended for time to time, and the Articles of Association

"Net Asset Value"

in relation to the Company or the PS Segregated Portfolio, as the context may require, the value of its assets less its liabilities, as determined by the Administrator in accordance with the policies and principles set out in the Articles of Association and this Memorandum, as the same may be amended from time to time a resolution passed by the Shareholders of the Company by a simple bare majority of more than 50% of Shareholders voting in person or by proxy participating shares of no par value in the PS Segregated Portfolio of the Company having the rights provided for in the Articles of Association and outstanding from time to time the nominal value of Shares in the Company, which bears no relationship to the NAV of the Share ING Bank N.V. the segregated portfolio created by the Company in respect of the Participating Shares this Shareholder Information Memorandum (i) an investor who is a professional client within the meaning of Annex II of European Directive 2004/39/EC (Markets in Financial Instruments Directive (MiFID); or (ii) an investor who receives an appraisal from an EU credit institution, a MiFID firm or a management company approved for the purposes of
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"Ordinary Resolution" "Participating Shares" Par Value or par value "Paying Agent" "PS Segregated Portfolio" "Memorandum" Qualifying Investor

European Directive 2001/107/EC that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the Company; or (iii) an investor who certifies that they are an informed investor by providing the following: (a) confirmation (in writing) that the investor has such knowledge of and experience in financial and business matters as would enable the investor to properly evaluate the merits and risks of the prospective investment; or (b) confirmation (in writing) that the investors business involves, whether for its own account or the account of others, the management, acquisition or disposal of property of the same kind as the property of the Company; (subject to any exemption therefrom permitted by the Central Bank). Qualifying Investors must certify in writing to the Company that they meet the minimum criteria set out above and that they are aware of the risk involved in the proposed investment and of the fact that inherent in such investments is the potential to lose all of the sum invested "Redemption Price" the price at which Participating Shares will be redeemed, calculated in accordance with the Articles of Association of the Company the United States Securities Act of 1933, as amended holder of Participating Shares Participating Shares and/or Management Shares a resolution passed by not less than three fourths (75%) of the votes cast by the Shareholders of the Company voting in person or by proxy means Liscartan Investments S.a.R.L , a Luxembourg private limited liability company incorporated on [ ] which is a wholly-owned subisidiary of the Company. Dutch Financial Market Supervision Act (Wet op het financieel toezicht) any citizen or resident of the United States, any corporation, partnership or other entity created or organised in or under the laws of the United States or any of its political subdivisions or any person falling within the definition of the term "U.S. Person" or the term United States Person under Rule 4.7 under the Commodity Exchange Act, as amended (CEA); the last Business Day of each month

"Securities Act" "Shareholder" "Shares" "Special Resolution" Subsidiary

"Supervision Act" "US Person" or "United States Person"

"Valuation Day"

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