Umbrella Fund Prospectus

8/10/2019 Umbrella Fund Prospectus

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CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUMrelating to Participating Shares in

Global Umbrella Fund

(a Cayman Islands exempted company with limited liability)

Recipients Name: _______________________________ Memorandum Number:

Date:

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANOFFER TO BUY PARTICIPATING SHARES IN THE FUND IN ANY JURISDICTION OR TO ANYPERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SALE. AN INVESTMENT INTHE FUND IS SPECULATIVE AND IS NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM .

UPDATED MARCH 2010


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TABLE OF CONTENTS

CLAUSE PAGE

SUMMARY OF THE OFFERING .................................................................................................................. 2

DIRECTORY ................................................................................................................................................. 3 DEFINITIONS ............................................................................................................................................... 4

INVESTMENT OBJECTIVE, STRATEGY AND POLICY ............................................................................. 6

INFORMATION ON THE DIRECTORS, THE INVESTMENT MANAGER, ADMININISTRATOR ANDOTHER ADVISERS .................................................................................................................................... 11

FEES AND EXPENSES .............................................................................................................................. 16

DETERMINATION OF NET ASSET VALUE .............................................................................................. 18

THE PARTICIPATING SHARES AND ARTICLES ..................................................................................... 19

ADDITIONAL INFORMATION .................................................................................................................... 24

RISK FACTORS .......................................................................................................................................... 26

SUBSCRIPTION INSTRUCTIONS ............................................................................................................. 30


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This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy ParticipatingShares in the Fund in any jurisdiction to any person to whom it is unlawful to make such an offer orsale.

The shares in the Fund offered pursuant to this Memorandum have not been registered with orapproved by any regulatory authority, (with the exception of filing this document with the Cayman

Islands Monetary Authority), nor has any such authority passed upon the accuracy or adequacy of thisMemorandum. Any representation to the contrary is unlawful.

No public or other market is expected to develop for the shares in the Fund. The shares in the Fundoffered hereby may be sold, transferred, hypothecated or otherwise disposed of only upon the termsset out in this Memorandum and the Articles of the Fund which include the requirement to obtain theprior written consent of the Directors which may be withheld without the provision of any reasons. TheFund has the right compulsorily to redeem the shares of an investor at any time for any reason or forno reason.

Investment in the Fund involves special risks, and purchase of the shares in the Fund should beconsidered only by persons who can bear the economic risk of their investment for an indefinite periodand who can afford a total loss of their investment (see Risk Factors below).

The Fund reserves the right to modify, withdraw or cancel any offering made pursuant to thisMemorandum at any time prior to consummation of the offering and to reject any subscription, inwhole or in part, in its sole discretion.

No offering materials will or may be employed in the offering of shares in the Fund except for thisMemorandum (including appendices, exhibits, amendments and supplements hereto) and thedocuments summarised herein. No person has been authorised to make representations or give anyinformation with respect to the Fund or its shares except for the information contained herein.Investors should not rely on information not contained in this Memorandum or the documentssummarised herein.

This Memorandum is intended solely for use on a confidential basis by those persons to whom it istransmitted by the Fund in connection with the contemplated private placement of shares in the Fund.Recipients, by their acceptance and retention of this Memorandum, acknowledge and agree topreserve the confidentiality of the contents of this Memorandum and all accompanying documentsand to return this Memorandum and all such documents to the Fund or the Administrator if therecipient does not purchase any shares in the Fund. Neither this Memorandum nor any of theaccompanying documents may be reproduced in whole or in part, nor may they be used for anypurpose other than that for which they have been submitted, without the prior written consent of theFund.

Neither the Fund, the Administrator nor the Investment Manager is making any representation to anyofferee or investor in the Fund regarding the legality of investment by such offeree or investor underapplicable investment or similar laws.

This Memorandum is based on the law and practice currently in force in the Cayman Islands and issubject to changes therein. No invitation to the public in the Cayman Islands to subscribe for anyshares in the Fund is permitted to be made. This Memorandum should be read in conjunction with the

Articles of the Fund.

Investors are not to construe the contents of this Memorandum as legal, business or tax advice. Eachinvestor should consult his own attorney, business adviser and tax adviser as to legal, business, taxand related matters concerning this offering.

The distribution of this Memorandum and the offer and sale of the shares in certain jurisdictions maybe restricted by law. Prospective investors should inform themselves as to the legal requirements andtax consequences within the countries of their citizenship, residence, domicile and place of business

with respect to the acquisition, holding or disposal of shares, and any foreign exchange restrictionsthat may be relevant thereto.


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SUMMARY OF THE OFFERING

This summary is qualified in its entirety by the more detailed information included, or referred to, inthis Memorandum.

Global Umbrella Fund (the " Fund ") was incorporated as an exempted limited liability company under

the provisions of the Companies Law (as amended) of the Cayman Islands on 8 February 1999.

The Fund utilizes an umbrella structure designed to give investors the flexibility of assembling adiversified portfolio o f funds (each, a Sub-Fund ) with relatively low transaction costs associated withmaking changes in the portfolio. The Fund currently consists of four Sub-Funds, the U.S. HedgeFund, the European Hedge Fund, the Japan Asia Hedge Fund, and the Advanced Sciences Fund. Each Sub-Fund will seek capital growth, while utilizing multiple investment advisors to give investorsthe risk control benefits of diversification.

As discus sed under Investment Objective, Strategy and Policy, each Sub -Fund will consist of anumber of subportfolios (each a Subportfolio ), each of which constitutes a portion of such Sub -Funds overall portfolio.

Additional information regarding each Sub-Fund, including more detailed information regarding eachof its Subportfolios, is set forth in the following Addendums to this Memorandum:

Addendum A U.S. Hedge Fund Addendum B European Hedge Fund Addendum C Japan Asia Hedge Fund Addendum D Advanced Sciences Fund

Each Addendum will be updated from time to time after the date of this Memorandum to reflect,among other things, changes in the identity of the Subportfolios of the relevant Sub-Fund.

Participating Shares of each Sub-Fund will be offered for sale on a continuing basis at theSubscription Price. The minimum initial subscription amount in the Fund is $100,000 per investor,which may be invested in any single Sub-Fund or divided among the various Sub-Funds in suchproportion as the investor determines (provided the initial investment and any subsequent investmentin each Sub-Fund is not less than $10,000). The Fund reserves the right to raise or lower theminimum initial subscription amount.

The Directors have the right, in their sole discretion and at any time and from time to time, to issuenew classes of shares in the capital of the Fund upon such terms and in such manner as they maydetermine. These shares will generally participate directly in the investments in respect of which thenet proceeds of issue are utilised.

ALL POTENTIAL INVESTORS SHOULD CAREFULLY REVIEW THE INFORMATION PRESENTEDIN THE "RISK FACTORS" SECTION SET OUT BELOW FOR A DESCRIPTION OF CERTAINRISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND (INCLUDING THE RISK OF ACOMPLETE LOSS OF THEIR INVESTMENT).


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DIRECTORY

The Fund Global Umbrella Fundc/o Walkers Corporate Services LimitedWalker House87 Mary Street

George TownGrand Cayman KY1-9005Cayman Islands

Class A Directors Maha Al-GhunaimBader Al-Sumait

Abdulla Al-Sabah

Class B Directors Robert HoweSandy ShawSteven Skancke

Investment Manager Global Investment House (K.S.C.C.)PO Box 28807Safat 13149Kuwait

Administrator, Registrar and Transfer Agent Citi Hedge Fund Services (Ireland), Limited

1 North Wall Quay, Dublin 1Ireland.

Custodian Citibank N.A. London25 Canada Square, Canary Wharf, London E14 5LB,England

Auditors PricewaterhouseCoopersStrathvale House90 North Church StreetPO Box 258George TownGrand Cayman KY1-1104Cayman Islands

Legal Advisers Walkers (Dubai) LLP(as to Cayman Islands law) PO Box 506513

Fifth FloorThe Exchange BuildingDubai International Financial CentreDubaiUAE


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DEFINITIONS

"Administrator " means Citi Hedge Fund Services (Ireland), Limited or such other administrator asappointed from time to time;

Articles means the Memorandum and Articles of the Fund, as amended, substituted or

supplemented from time to time;

"Auditors " means PricewaterhouseCoopers or such other auditors as appointed from time to time;

"Business Day " means any day other than Saturday or Sunday or any other day on which the banksin Dublin, Ireland, Geneva, Switzerland or New York, New York are obligated or authorised to remainclosed, and any such other day classified as a business day by the Directors from time to time;

"Custodian " means Citibank N.A. London or such other custodian as appointed from time to time;

"Dealing Day " means either (i) the first Business Day of any month (in the case of the U.S. HedgeFund, the European Hedge Fund and the Japan Asia Hedge Fund) or (ii) the first Business Day of anycalendar quarter (in the case of the Advanced Sciences Fund);

"Directors " means the directors of the Fund for the time being, or as the case may be, the directorsassembled as a board or as a committee thereof and "Board of Directors" shall have a correspondingmeaning;

"Fiscal Year " means the period beginning on 1 July of each year and ending on 30 June of thefollowing year, or such other period or periods as the Directors may from time to time determine;

"Fund " means Global Umbrella Fund, a Cayman Islands exempted company;

"Investment Manager " means Global Investment House (K.S.C.C.);

"Law " means The Companies Law of the Cayman Islands (as amended);

"Management Shares " means the voting non-participating shares of par value $0.001 each in thecapital of the Fund;

"Memorandum " means this Private Placement Memorandum as amended, substituted orsupplemented from time to time;

"Minimum Holding " means Participating Shares having a Net Asset Value as at the last ValuationDay of not less than $50,000;

"Minimum Investment " means the minimum initial subscription amount from each investor is$100,000. The Directors may in their discretion raise or lower the minimum initial subscription

amount;"Net Asset Value " means the Net Asset Value of the Fund, a Sub-Fund, or the Participating Sharesor any class thereof as the context may require;

"Participating Share " means a participating redeemable share of $0.001 nominal or par value eachin the capital of the Fund. All references to "Participating Shares" herein shall be deemed to beParticipating Shares of any or all classes or series as the context may require;

"Participating Shareholder " means the person registered as the holder of a Participating Share inthe register of members of the Fund required to be kept pursuant to the Law;

"Redemption Notice " means the Redemption Notice in the form attached as Appendix B to this

Memorandum or in such other form as the Directors may from time to time determine;


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"Redemption Price " means the prevailing Net Asset Value per Participating Share of the relevantclass as at the relevant Valuation Day;

"Subscription Form " means the Subscription Form in the form attached as Appendix A to thisMemorandum or in such other form as the Administrator or Directors may from time to time determine;

Sub- Fund means a por tfolio that will consist of a number of subportfolios (each a Subportfolio),each of which constitutes a portion of such Sub- Funds overall portfolio.

"Subscription Price " means the prevailing Net Asset Value per Participating Share;

"Valuation Day " means the day upon which the Net Asset Value is calculated, being the BusinessDay immediately before a Dealing Day and such other day or days as the Directors may from time totime determine either generally or in any particular case.

Capitalised terms used in this Memorandum and not otherwise defined in this Memorandum, have themeanings ascribed to them in the Articles of the Fund and references to US$ or $ are references tothe lawful currency of the United States.


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INVESTMENT OBJECTIVE, STRATEGY AND POLICY

Investment Objective

The primary investment objective of each Sub-Fund will be to seek to provide investors with an annualrate of return that is 600-800 basis points above the yield on a one-year U.S. Treasury Bond for the

corresponding year, as determined by the percentage change in the Citigroup/Salomon Brothers OneYear Treasury Index (Bloomberg ticker SBTSY1) from the beginning to end of that year. Each Sub-Fund will consist of a number of subportfolios (each, a Subportfolio ), each of which constit utes aportion of such Sub- Funds overall portfolio. The Subportfolios of each Sub -Fund are identified in the

Addendum pertaining to such Sub-Fund. The Fund may offer additional Sub-Funds in the future.Subportfolios may change from time to time, as described below. The structure of the Fund may berepresented as follows:

Each of the Sub-Funds will use a multi-advisor investment approach. The Investment Manager doesnot expect that the Sub-Funds will have a significant correlation with traditional equity or fixed-incomeinvestments. Each Sub-Fund will utilize investment advisors primarily through collective investmentvehicles sponsored by the investment advisors in which the assets of the relevant Sub-Fund arepooled with the assets of other investors, such as investment partnerships or companies, mutualfunds and unit trusts, as well as through separate accounts managed on a discretionary basisspecifically for such Sub-Fund.

The Investment Manager believes that an investment portfolio incorporating various Subportfolios canoffer significant benefits. To the extent that the Subportfolios of a Sub-Fund pursue differentinvestment strategies, the risk/return characteristics of such Sub-Fund may be more attractive thantraditional, long-only strategies. Investment objectives and guidelines of Subportfolios may bestructured to provide more flexibility to capitalize on market opportunities and adapt to adverse marketconditions. Structural advantages for investment advisors, including incentive compensation, tend toattract the most talented and capable professionals and align the interests of the investor and theinvestment advisor.

An allocation to alternative strategies may add a valuable element of diversification to investmentportfolios that are otherwise dominated by conventional equity and fixed-income investment styles.The Fund may utilize a variety of investment strategies to achieve market exposure in equities andinterest rates. Strategies may be categorized into four broad groups, as outlined below.

(1) Relative Value Hedging Convertible bonds and warrants

Fixed income arbitrage Statistical arbitrage Long and short equities


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Income arbitrage

(2) Opportunistic investing

Equities Fixed income and currencies

- Managed Futures

(3) Specialized Equity and Debt

Hedged Short selling

(4) Event Driven

Merger arbitrage Distressed securities Bankruptcies

Using a multi-advisor investment approach, the Investment Manager seeks to provide investors in aSub-Fund with:

(a) diversification among a group of highly skilled investment advisors within the variousstrategies, although the precise level of diversification will depend on the extent to which theInvestment Manager selects investment advisors deploying differing investment strategies;

(b) utilization of investment advisors not otherwise accessible to many investors;

(c) professional screening, selection and monitoring of investments and investment advisors; and

(d) accounting and administrative support in the operation of the multi-manager investmentapproach.

In identifying and evaluating investment strategies, the Investment Manager will assess:

(a) the expected returns from a given strategy during a period of time;

(b) the expected variability of those returns;

(c) the magnitude of a potential extreme case loss;

(d) the effects of different investment and economic environments on the strategies returns;

(e) the cost of implementing different strategies, including transactions costs and fees andexpenses paid to investment advisors;

(f) the quality and caliber of investment advisors available to implement the strategy, as well asthe potential benefits of alternative investment styles; and

(g) the fundamental or technical basis driving the expected profitability of the strategy.

Relative Value Hedging

In general, relative value hedging strategies seek to profit by exploiting pricing inefficiencies betweenrelated securities while remaining neutral to directional price movements in any one market. Everyrelative value strategy consists of an exposure to some second order aspect of the market, such asimplied volatility (or premium) in convertible bonds and warrants, the yield spread between similarterm government bonds, the yield or swap spread between government and corporate bonds or the


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price spread between different classes of stock issued by the same company. The returns from theserelative value strategies are generally derived from those second order risks.

Opportunistic Investing

Opportunistic investing seeks to exploit opportunities in various markets. These investment advisors

are active in listed and over-the-counter cash and derivatives markets, may use leverage in varyingamounts and may take positions that are directional (in contrast to relative value positions). Theyoften seek to maintain the flexibility to shift the allocations of their portfolios quickly in response tochanging market conditions and opportunities.

Specialized Equity/Debt

The specialized equity/debt segment includes alternative investment strategies in the equity and fixedincome markets. This segment of the portfolio includes a number of niche investment strategieswhich, with few exceptions, are absolute return oriented. The strategies include:

Equities - Hedged: Hedged equity investment advisors purchase stocks which they perceive to beundervalued and sell stocks which they perceive to be overvalued. The investment advisors in thiscategory tend to be micro investors who deploy relatively small amounts of capital and possess agreat deal of knowledge about the companies in which they invest. Some hedged equity investmentadvisors are value oriented, while others are growth oriented. In addition, some investmentadvisors can be further distinguished by industry sector concentration. These investment advisorsgenerally seek to maintain the flexibility to vary the market exposure of their portfolio from net short tonet long and may use moderate leverage. Hedged equity investment advisors use short selling ofindividual stocks as well as equity index futures and options to control market exposure.

Equities - Short Selling: Short selling investment advisors sell short equities based upon fundamentalanalysis in an effort to profit from declining equity prices. In the Investment Manager s experience,this strategy has been a better hedge against declining equity markets than taking short positions in abroad equity index (such as the S&P 500 Index). Short selling may be utilized as a hedge against thenatural long bias of certain strategies.

Event Driven

The event driven component consists of a number of strategies that profit from the successfulunderwriting of particular events. This category includes merger arbitrage, distressed securities andbankruptcy investing, as well as event-related special situations investing ( e.g ., stubs, spinoffs,liquidations). Event driven investment advisors do not rely on market direction for results; however,major market declines, which would cause transactions to be repriced, may have a negative impacton the strategy.

Evaluation of Investment Advisors

In evaluating a prospective investment advisor, the Investment Manager will consider both qualitativefactors (such as investment process, integrity, sources of investment ideas, talent, researchmethodology, dedication, valuation methodology, risk management techniques, personal investment,method of operation, organization and staff, background and liquidity) and quantitative factors (suchas rate of return, standard deviation of return, Sharpe ratio, correlation with various market indices,performance compared to other investment advisors using the same strategy, worst period of loss,assets under management and fees).

Monitoring of Strategies and Investment Advisors

The Investment Manager will monitor the performance of the strategies chosen and of the differentinvestment advisors operating within each of these respective strategies. In the case of most of thecollective investment vehicles with which the Sub-Funds will invest, the Investment Manager will not

receive actual trading records, but will be sent periodic performance reports and audited financialstatements.


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Adjustment of the Portfolios

Although the Investment Manager typically makes medium-to-long-term commitments to eachinvestment advisor it selects (in order to give such investment advisors strategy a realistic opportunityto achieve its objectives), each Sub- Funds portfolio will be reviewed at least quarterly by theInvestment Manager. If considered advisable by the Investment Manager, asset allocations to

existing investment advisors will be adjusted and investment advisors will be added or replaced.

* * * *

In connection with any margin purchase or short sale of portfolio securities by a Sub-Fund, the Fundmay be required to pledge securities and other assets of such Sub-Fund as collateral for its obligationto repay the borrowing (in the case of a margin purchase) or to deliver securities (in the case of ashort sale). Depending on the level of margin purchases and short sales, a substantial portion of aSub-F unds assets may at any time be so pledged as collateral.

There can be no assurance that any particular Sub-Fund will realize its objective. The Fund isdesigned for investors who understand and are willing to accept the risks of seeking capitalappreciation through participating in a group of professionally-managed securities portfolios whichutilize one or more investment strategies, possibly including short selling and options trading.


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Investment Restrictions

The Fund is not limited in its investments to any particular type of security and may invest directly incommon or preferred stocks, bonds or other corporate obligations or government obligations,including securities convertible into any of the foregoing, or in investment partnerships or companies,mutual funds and unit trusts. Moreover, whenever the Fund seeks liquidity and defensive strength (for

example, when the Funds management anticipates a major, secular market decline), the proportionof investments in equity securities or in investment partnerships or companies, mutual funds and unittrusts may decrease and substantial investments may be made in preferred stocks, corporate andgovernment debt obligations and cash items, including bank deposits and certificates of deposit.However, each Sub-Fund has adopted the following restrictions, which cannot be changed withoutapproval by vote of a majority of such Sub- Funds outstanding Participating Shares.

None of the Sub-Funds will:

(a) Invest in the securities of any single issuer if immediately after and as a result of suchinvestment more than 40% of the total assets of such Sub-Fund would consist of thesecurities of such issuer, except that for defensive purposes each Sub-Fund may invest up to100% of its assets in debt securities issued or guaranteed by any sovereign member state ofthe Organization for Economic Cooperation and Development, any political subdivision orlocal authority thereof or any international organization of which several such sovereign statesare members. However, any Sub-Fund may, from time to time, invest in an investmentpartnership or company, mutual fund or unit trust which in turn invests more than 40% of itstotal assets in securities of a single issuer.

(b) Purchase or sell real estate, provided that such Sub-Fund may invest in securities secured byreal estate or interests therein or issued by companies which invest in real estate or intereststherein.

(c) Purchase or sell commodities or commodity contract or securities representing merchandiseor rights to merchandise, provided that such Sub-Fund may invest in securities of issuerswhich purchase and sell commodities, commodity contracts or securities representingmerchandise or rights to merchandise.

(d) Underwrite the sale of securities.

(e) Invest in oil, gas or other mineral exploration or development programs, but this shall notprohibit such Sub-Fund from investing in securities of companies engaged in oil, gas ormineral activities or investigations.

Each Sub-Fund may from time to time impose such further investment restrictions as are compatiblewith or in the interest of its Participating Shareholders, or as may be necessary in order to comply withthe laws and regulations of the countries where the Participating Shares are sold.

THERE CAN BE NO ASSURANCE THAT THE FUND'S INVESTMENT STRATEGY WILL ACHIEVEPROFITABLE RESULTS. AS A RESULT OF INVESTMENT RISKS, AN INVESTOR MAY LOSEALL OF THE CAPITAL IT HAS INVESTED IN THE FUND .


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INFORMATION ON THE DIRECTORS, THE INVESTMENT MANAGER, ADMININISTRATOR ANDOTHER ADVISERS

The Directors

The Directors of the Fund have overall authority over, and responsibility for, the operations and

management of the Fund. The Fund has however, delegated the investment management of the Fundand its investments to the Investment Manager and the administration of the Fund to the Administratoron the terms of the Investment Management Agreement and Administration Agreement respectively.

The Board of Directors consists of two classes of Directors (Class A Directors and Class B Directors).There are no service contracts existing or proposed between the Fund and its Directors. All of theClass A Directors are interested in the promotion of the Fund by virtue of other offices held by them inthe Investment Manager or its shareholders and, in the case of all Class A Directors except Mr. Al-Sabah, by virtue of their ownership of shares of the Investment Manager.

Class A Directors

Unless and until a Fund Emergency (as defined in the Articles) is declared, the Class A Directors willhave all of the rights, powers and duties accorded to the Board of Directors under Cayman Islandslaw and the Articles.

The Class A Directors of the Fund are as follows:

Maha K. Al-Ghunaim, Chairperson and Managing Director (Kuwaiti), of the Manager; Global Tower, Al Shuhada a Street, Al Sharq, Kuwait City, P.O. Box 28807 Safat 13149, Kuwait. Mrs. Al-Ghunaimalso currently serves as the Vice Chairman of Housing Finance Company. She has served as amember of the Financial & Investment Committee at Kuwait Chamber of Commerce & Industry sinceOctober 2001, and has served as a Board Member and a member of the executive committee ofNational Industries Group since 1996. Mrs. Al-Ghunaim also served as the Vice Chairman of KuwaitFinancing Services Company (a listed company in Kuwait) from 2000 to 2002. From 1994 to 1998,Mrs. Al-Ghunaim served as a Board Member and a member of the executive committee at the UnitedBank of Kuwait (now Ahli United Bank). She was also a Board Member of the International Financial

Advisors Co. from 1986 to 1988. Mrs. Al-Ghunaim has served on the boards of a number of differentinvestment funds, was the head of the Strategy Committee for Asset and Currency Allocation atKuwait Investment Co. ( KIC), and was also the Assistant General Manager of Asset Management atKIC. In 1982 she joined Kuwait Foreign Trading Contracting & Investment Co., where she waspromoted to be the head of the portfolio management department in 1988. Mrs. Al-Ghunaim receiveda B.S. in Mathematics from San Francisco State University, California.

Bader AL-Sumait, Director (Kuwaiti) of the Manager; Chief Executive Officer of the Manager; GlobalTower, Al Shuhadaa Street, Al Sharq, Kuwait City, P.O. Box 28807 Safat 13149, Kuwait. Mr. Al -Sumait received his B.S. from Chapman University, in the United States, in 1980. In 1984, hebecame the General Manager for Arab Financial Consultants Company and in 1997 he became itsManaging Director. Mr. Al-Sumait helped establish the Al-Oula Brokerage Company in 1985, wherehe served as the Chairman and Managing Director until 1997. He has served as a Board Member ofKIC, Kuwait International Fairs Co., Bank of Bahrain & Kuwait, Educational Services Company andPalm Agricultural Production Company. In 1991, he served as Chairman of the Committee for theMerger between KIC, Kuwait Foreign Trading Contracting & Investment Co. and InternationalFinancial Advisors Co. Currently, he is Vice Chairman of Gulf Franchising Company and Chairman ofKuwait Financing Services Company.

Abdulla Al-Jaber Al-Sabah , Director (Kuwaiti) of the Manager; Director of the Manager; GlobalTower, Al Shuhadaa Street, Al Sharq, Kuwait City, P.O. Box 28807 Safat 13149, Kuwait. Mr. Al -Sabah is the Investment Technical Office Manager at the Public Institution for Social Security ofKuwait ( PIFSS ), where he earlier worked as Manager of the Securities Department and the Head ofPrivate Equity from 2000 to 2002. Mr. Al-Sabah also currently serves as Chairman of the Housing

Finance Company (Iskan) and as a Director of Al-Ahli Bank of Kuwait. Mr. Al-Sabah was a VicePresident at Wafra Investment Advisory Group in New York from 1991 to 1998, and was involved withprojects with the direct equity, real estate and securities divisions. He began his career at PIFSS,


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where he was a Portfolio Manager from 1988 to 1991, specializing in U.S. and Japanese equities. Mr. Al-Sabah received his M.B.A. in Finance from Columbia University and his B.A. in Economics andInternational Relations from Brown University.

Protective Structure; Class B Directors

By amending the Articles and taking certain other measures, the Investment Manager and theDirectors have established a protective structure for the Fund. This protective structure is intended toensure the continued operation of the Fund (including the continued ability to effect redemptions ofParticipating Shares) during an emergency inside or affecting Kuwait. The basic purpose of thesemeasures is to enable the Board of Directors, which is empowered under the Articles to oversee theFunds operations, to function effectively notwithstanding the emergency.

In order to implement this protective structure, the Funds Board of Directors has been restructuredinto two classes of Directors. As discussed above, unless and until the declaration (or deemeddeclaration) of a Fund Emergency, the Class A Directors will have all of the rights, powers and dutiesaccorded to the Board of Directors under Cayman Islands law and the Funds Articles. Immediatelyupon the declaration of a Fund Emergency, all such rights, powers and duties with respect to themanagement of the Fund will be transferred to the Class B Directors, all of whom reside outside ofKuwait.

A Fund Emergency may only be declared if, upon the commencement or during the continuance of aPeriod of Emergency (as defined in the Articles), as a result of the events or conditions giving rise tothe Period of Emergency or justifying its continuation, the Class A Directors are unable to effectivelymanage the Fund (i) in the interests of its shareholders, (ii) in a manner consistent with the Articles or(iii) in a manner consistent with this Memorandum. The Class A Directors have the sole authority todeclare a Fund Emergency, and they are required to do so as soon as practicable after any state ofaffairs first constitutes a Fund Emergency, unless they are prevented from making the declaration byreason of force majeure. In the event that the Class A Directors do not declare a Fund Emergencyconcurrently with the commencement of a Period of Emergency, a Fund Emergency will nonethelessbe deemed to have been declared if, during any 15-day period within such Period of Emergency, theClass A Directors fail to adopt a resolution stating that a Fund Emergency does not exist.

The commencement of a Period of Emergency may be declared by either the Class A Directors or theClass B Directors. Accordingly, the Articles require both the Class A Directors and the Class BDirectors to (a) monitor conditions inside Kuwait to the extent necessary to determine whether any ofthe events or conditions constituting a Period of Emergency has occurred or is continuing and (b)declare a Period of Emergency as soon as practicable if, in their good faith judgment, any of suchevents or conditions has occurred and is continuing.

A Period of Emergency or Fund Emergency may be terminated at any time by the Class A Directors intheir sole discretion. The Class B Directors do not have any authority to terminate a Period ofEmergency or Fund Emergency. Upon the termination of a Fund Emergency, the rights, powers andduties that were transferred to the Class B Directors upon the declaration of the Fund Emergency willrevert back to the Class A Directors until a further Fund Emergency is declared.

The Class B Directors of the Fund are as follows:

Robert J. Howe , Walsall, England. Mr. Howe has extensive business experience in Europe, theMiddle East and North America, specializing in collective investment schemes, mutual funds and unittrusts. Mr. Howe held various executive positions with The Chase Manhattan Bank and Bank of

America, and was the General Manager of Financial Group of Kuwait from 1985 to 1989. He is agraduate of Cardiff Technical College, and a Fellow of the Chartered Institute of Secretaries and

Administrators.

Sandy Shaw , London, England. Throughout her career, Ms. Shaw has been actively involved in thefinancial markets of Europe and the Middle East. From 1969 to 1999, she worked in London for theUnited Bank of Kuwait ( UBK ). At the time of her dep arture from UBK, Ms. Shaw was the ChiefExecutive of Private Banking and a member of UBKs general management team. Since 2000, Ms.


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Shaw has worked for Coutts and Company, where she currently serves as the head of its Middle EastPrivate Banking team.

Steven L. Skancke , Great Falls, Virginia, United States. Dr. Skancke is currently a ManagingDirector of G. William Miller & Co., Inc., a private U.S.-based merchant banking firm, which he joinedin 1984. From 1969 to 1984, Mr. Skancke held various positions in the United States Government,

working at the White House from 1969 to 1976 on national security, foreign policy and defense issuesand working at the Treasury Department from 1977 to 1984 in coordinating the development ofeconomic policies and supervising regulatory activities. Dr. Skancke is currently the Chairman of theFalls Church Fellows Program, a post-graduate leadership development program, has authored twobooks on business, and has written numerous articles and speeches on banking and financial topics.He received his Ph. D. in Economics and his B.A. in International Affairs from the George WashingtonUniversity.

In addition, for so long as a Fund Emergency is in effect, each Class A Director who provides writtenconfirmation that he or she is physically located outside Kuwait will automatically constitute a Class BDirector.

The Investment Manager

Global Investment House (K.S.C.C.) (the Investment Manager ), a Kuwait company listed on theKuwait Stock Exchange, has been retained by the Fund under a management agreement to providesuch management, investment advisory and administrative services as the Fund may require, subjectto the general control of the Board of Directors. The principal shareholders of the InvestmentManager include Wafra International Investment Company, Mohammed Abdulmohsen Al-Kharafi andSons Company, Kuwait Metal Pipes & Oil Services Company, Behbahani Investment Company andKuwait Industrial Projects Company. The Investment Manager has authorized and issued sharecapital of approximately 16,000,000 Kuwaiti Dinars. Its board of directors consists of:

Maha Khalid Al-Ghunaim, Chairperson and Managing Director (Kuwaiti) from 1998 to the present.See The Directors for biographical information as to Mrs. Al -Ghunaim.

Khalid Jassem Al-Wazzan , Director (Kuwaiti) from 1998 to the present. Mr. Al-Wazzan currentlyserves as the Chairman of Mezan Holdings Group of Companies and its subsidiaries. Mr. Al-Wazzanhas been a Board Member of Gulf Insurance Company, a listed company on the Kuwait StockExchange, since 1990. From 1993 to 1995, Mr. Al-Wazzan was a member of the Branch Committeeof Public Authority for Assessing Damages resulting from the war against Kuwait. He was a memberof the Board of Directors of the Public Authority for Industry from 1997 to 2000 and of the Board ofDirectors of the Kuwaiti Ports Company from 1992 to 1996.

He was also the Vice Chairman of Commercial Bank of Kuwait, a listed company on the Kuwait StockExchange.

Abdulla Al-Jaber Al-Sabah , Directo r (Kuwaiti) from 1998 to the present. See The Directors forbiographical information as to Mr. Al-Sabah.

Marzouk Naser Al-Kharafi , Director (Kuwaiti) from 1998 to the present. Mr. Al-Kharafi is currently theManaging Director of Kuwait Food Company, S. A. K. Americana. He is also the Director General of

Aluminum Industries Co. and the Assistant Managing Director of Mohamed Abdul Mohsen Al-Kharafi& Sons Co. In addition, Mr. Al-Kharafi is a Board Member of the National Company for Mechanicaland Electrical Works, a Vice President of the Aluminum Producers and Traders Association, and theChairman of International Khoshtam Food Co. (Iran) and Kuwaiti Syrian Holding Co. Mr. Al-Kharafireceived his Degree in Finance and Business Administration from Kuwait University.

The Investment Manager holds the Management Shares of the Fund.

Under the terms of its management agreement with the Fund, the Investment Manager will provide

persons satisfactory to the Funds Board of Directors to act as officers of the Fun d. The InvestmentManager is also responsible for making investment decisions and placing and monitoring orders forportfolio transactions for each Sub-Fund.


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negligent in the selection and monitoring of such Correspondents. In addition, the Custodian will notbe liable for any losses arising as a result of the liquidation, bankruptcy or insolvency of itsCorrespondents in any market, provided that the Custodian has not been negligent in the selection ormonitoring of such Correspondents. The Custodian is not responsible for the safekeeping of assetsdeposited as margin with brokers.

The custodian agreement provides that the appointment of the Custodian will continue in force unlessand until terminated by either party giving to the other not less than 60 days written notice, althoughin certain circumstances the agreement may be terminated forthwith by notice in writing by eitherparty to the other. The custodian agreement contains indemnities in favour of the Custodian excludingmatters arising by reason of its or any Correspondents fraud, willful default or negligence .

The fees payable to the Custodian are set out in Fees and Expenses below.


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FEES AND EXPENSES

Investment Manager's Fees

The Investment Manager will charge each Sub-Fund a fee for its management and investmentadvisory services equal to 1% per annum of such Sub- Funds Net Asset Value, determined as of the

close of business on the last day of each month without reduction for any management fees paid oraccrued in favor of the managers of Subportfolios invested in collective investment vehicles in respectof the same month. In all cases, this fee will be accrued monthly and paid quarterly.

For each calendar year, the Investment Manager will charge each Sub-Fund a performance fee equalto 10% of the amount by which the net increase in such Sub- Funds Net Asset Value during suchcalendar year, adjusted to exclude purchases and redemptions of Participating Shares of such Sub-Fund, exceeds 15%.

The performance fee payable by each Sub-Fund to the Investment Manager will be accrued monthlyand, for purposes of calculating this fee, neither the relevant Sub- Funds Net Asset Value nor theamount of such fee shall be reduced by the amount of any performance fees paid or accrued duringthe relevant calendar period in respect of any Subportfolios of such Sub-Fund invested in collectiveinvestment vehicles. The performance fee payable by each Sub-Fund to the Investment Manager willbe paid by such Sub-Fund on an annual basis following the end of each calendar year.

In all cases, if any Sub-Fund has had a net decrease in Net Asset Value (as adjusted to excludepurchases and redemptions of Participating Shares of such Sub-Fund) in any relevant calendar periodfollowed by a net increase in a subsequent relevant calendar period or periods, no performance feewill be payable by such Sub-Fund until, generally, the amount of the net decrease has beenrecouped. Solely for the purpose of determining the Net Asset Value of any Sub-Fund as of any dateduring a relevant calendar period, the amount of the performance fee, if any, payable by such Sub-Fund to the Investment Manager in respect of such calendar period (calculated as if the date ofdetermination were the last day of the calendar period) will be accrued on such date of determination.The fees of any investment advisor will be paid by the Investment Manager and may include aperformance fee that will be equal to a substantial portion of any performance fee paid to theInvestment Manager.

The Investment Manager also will charge each Sub-Fund a fee for its administrative services equal to0.36% per annum of such Sub- Funds Net Asset Value as of the close of busine ss on the last day ofeach month (subject to a minimum of $2,500 per month). In all cases, this fee will be accrued monthlyand paid quarterly.

Each Sub-Fund will pay a pro rata portion (calculated on the basis of their respective Net Asset Valueof the Fund) of:

(a) the fees and expenses of the Custodian and the Administrator;

(b) D irectors fees in an amount not to exceed $1,000 per annum;

(c) expenses associated with the continuing offering of the Participating Shares; and

(d) auditing costs, legal fees, expenses of printing offering circulars and reports toShareholders; and filing, registration, recording and other governmental fees.

Each Sub-Fund will also pay interest charges, taxes, brokerage fees, commissions and otherexpenses of the investment and reinvestment of its assets.

As additional Sub-Funds are established, each such Sub-Fund will pay up to $25,000 of the costsassociated with the organization of such Sub-Fund and the initial offering of Participating Shares ofsuch Sub-Fund (including legal and governmental fees). The Investment Manager will pay any such

organizational costs in excess of $25,000. The Fund intends to amortize any and all organizationalcosts payable by additional Sub-Funds over a period of five years.


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The Administrator

The Administrator is compensated by the Fund for its services performed and the facilities andpersonnel provided by the Administrator by a fee (the " Administration Fee ") at a rate of 4 basispoints (0.04%) to 6 basis points (0.06%) per annum of the amount of the Net Asset Value of the Fund,subject to a minimum monthly Administration Fee of $42,500. The Administration Fee shall accrue

daily and be calculated and payable monthly based on the Net Asset Value of the Fund on the lastValuation Day in each month in respect of which the fee is payable.

The Custodian

The Custodian is compensated by the Fund by a custody fee at the rate of 1.25 basis points(0.0125%) to 3.5 basis points (0.035%) depending upon the size of the assets, calculated andpayable monthly based on the Net Asset Value of the Fund on the Valuation Day in each month inrespect of which the fee is payable.


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DETERMINATION OF NET ASSET VALUE

The assets of each Sub-Fund will be valued monthly, as of the last day of each calendar month, andat such other times as the Directors considers necessary or desirable, for example, when events orcircumstances may indicate a significant change in values.

Valuation of portfolio securities will be made on the basis of market price whenever market quotationsare readily available and all securities of the same class held by such Sub-Fund can be readily sold ina particular market. Listed securities will be valued at the published last sales price or, in the absenceof recorded sales, at the mean of the last bid and asked prices. Valuation of interests in investmentcompanies held by a Sub-Fund will be based on the valuations made by such investment companies.Unlisted securities will be valued at the mean of the bid and asked prices. Bankers acceptances,certificates of deposit, U.S. treasury bills, U.S. government agency discount notes and commercialpaper will be valued at cost plus accrued interest and earned discount. All other investments of suchSub-Fund for which current market quotations are not readily available will be valued at fair value asdetermined in good faith by the Board of Directors.

The Net Asset Value of each Sub-Fund shall mean, as of any date, the total assets, less the totalliabilities, of such Sub-Fund (each determined on the basis of generally accepted accountingprinciples, consistently applied under the accrual method of accounting), except that Net Asset Valueshall include any unrealized profit or loss on portfolio securities (valued as described above) and anyunamortized organization expenses, and an accrual for any performance fee payable to theInvestment Manager shall be charged against Net Asset Value. The Net Asset Value per Share shallmean, with respect to any Sub-Fund as of any date, an amount determined by dividing the Net AssetValue of such Sub-Fund as of such date by the number of Participating Shares of such Sub-Fundoutstanding on such date, such sum being rounded downward to the nearest whole cent.


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THE PARTICIPATING SHARES AND ARTICLES

The rights and obligations of the holders of Participating Shares are governed by the Articles of theFund. Prospective investors should examine these documents carefully and consult with their ownlegal counsel concerning their rights and obligations before subscribing for Participating Shares.Copies of the Articles of the Fund are available for inspection by an interested investor at the

Administrator's office during normal business hours on any Business Day. The following statementsand other statements in this Memorandum concerning the Articles and related matters are only asummary, do not purport to be complete, and in no way modify or amend the Articles.

The Fund's Share Capital

The Fund's authorised share capital is $50,000 divided into:

1. 49,999,900 Participating Shares being redeemable participating shares of par value $0.001each to be issued to investors, none of which are currently in issue. The Directors may issueParticipating Shares in classes or series with such designations or classifications as theDirectors may determine (and the Directors may rename or redesignate any issued class orseries of Participating Share) without the consent of or a notice to existing investors. TheParticipating Shares being issued pursuant to this Memorandum do not have the right toreceive notice of, attend, speak or vote at general meetings of the Fund. Participating Sharesare redeemable at the option of the holder in accordance with the terms set out in thisMemorandum and the Articles of the Fund and are subject to compulsory redemption incertain circumstances.

2. 100 Management Shares being voting non-participating shares of par value $0.001 each, allof which have been issued and are held by the Investment Manager. Management Sharescarry one vote per share but do not carry any right to dividends. In a liquidation theManagement Shares rank only for a return of the nominal amount paid up on those sharesbefore any payment to the holders of Participating Shares and any other shares ranking paripassu with the Participating Shares in a liquidation.

Subject to the terms of the Articles, authorised but unissued shares may be redesignated and/orissued at the discretion of the Directors and there are no pre emption rights with respect to the issueof additional Participating Shares or any other class of share.

The Fund may by special resolution of the voting shareholders increase or reduce its authorised sharecapital.

Participating Shares of each Sub-Fund represent an interest in the same investment portfolio of theSub-Fund, and each Participating Share of each Sub-Fund has equal dividend, distribution, liquidationand voting rights.

If one or more of the Sub-Funds should become insolvent, a creditor of the Fund may be able toattach the assets of the other Sub-Funds. Because the Sub-Funds are not separate legal entities,their liabilities are liabilities of the Fund. If the assets of one Sub-Fund were insufficient to cover itsliabilities, the creditors of that Sub-Fund would be able to require the Fund to satisfy those liabilities,and the Fund would have to use assets of the other Sub-Funds to do so.

Subject to the foregoing, (a) the Fund is structured internally so that no Sub-Fund will be responsiblefor the liabilities of another Sub-Fund and any liabilities incurred by any one Sub-Fund will be self-contained, and (b) each Sub-Fund will be treated by the Fund as if it were a separate entity with theshareholders of such Sub-Fund benefiting and bearing losses only from the particular investments inwhich it invests. The net assets of each Sub-Fund will be segregated as a separate investment fundand invested in accordance with the investment objectives and policies of that Sub-Fund. Each Sub-Fund will bear all expenses attributable to the activities of that Sub-Fund and a pro rata portion ofgeneral expenses.


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Eligible Shareholders

Participating Shares may be purchased only by investors who are aware of the risks associated withthe trading activities to be undertaken by the Fund, who do not require immediate liquidity from theirinvestments and who are aware that there can be no assurance that the Fund or the ParticipatingShares will be profitable or that the Fund will be able to meet its investment objective.

The Fund is permitted by its Articles to impose such restrictions as the Directors determine arenecessary for the purpose of ensuring that no Participating Shares are acquired or held by (a) anyperson in breach of the laws or requirements of any country or governmental authority or (b) anyperson in circumstances which in the opinion of the Directors might result in the Fund incurring liabilityto taxation or suffering any other pecuniary or fiscal disadvantage which the Fund might not otherwiseincur or suffer.

Participating Shares may not be offered or sold to any person, directly or indirectly, in the UnitedStates of America or to any citizen or resident of the United States, its territories or possessions, theUnited Kingdom or Ireland, to any entity or organization controlled by such a citizen or resident, tocertain other persons defined as "U.S. Persons" under the Articles, or to any member of the public ofthe Cayman Islands (except for exempted or non-resident companies). The Fund may at any timeredeem the Participating Shares held by anyone who is excluded from purchasing or holdingParticipating Shares.

Subscription for Participating Shares

Participating Shares of each Sub-Fund will be offered for sale on a continuing basis at theSubscription Price, plus an initial charge equal to a percentage of the subscription amount asdetermined in accordance with the following table:

Subscription Amount Initial Charge

Up to $499,999 2%

$500,000 to $999,999 1.5%

$1,000,000 or more 1%

The Fund will pay to the Investment Manager all initial charges received from the issue ofParticipating Shares in any Sub-Fund. Part of the initial charge may be paid by the InvestmentManager to recognized sales agents.

Participating Shares may be purchased by an eligible investor by completing a Subscription Form andpresenting it to the Administrator and remitting the funds for investment. Initial subscriptions forParticipating Shares should amount to not less than $100,000, which may be invested in any single

Sub-Fund or divided among the Sub-Funds in such proportion as the investor determines, so long asthe initial investment in each Sub-Fund is not less than $10,000. Subsequent subscriptions shouldamount to not less than $10,000, all of which must be invested in one of the Sub-funds. Subscriptionamounts must be remitted through a bank account in the subscriber's name.

Subscription monies received will be held in escrow and will normally be invested in ParticipatingShares on the next Dealing Day, provided that a Subscription Form is received and accepted by theFund and the applicable subscription proceeds and initial charge have been cleared on or before thelast Business Day of the month. The Fund reserves the right to accept late subscription applicationsor monies.

Subscription Forms will (save as determined by the Administrator) be irrevocable and may be sent byfacsimile at the risk of the applicant. The originals of any Subscription Form sent by facsimile should

be sent immediately by post or by internationally recognised courier. Failure to provide the originalSubscription Form may, at the discretion of the Administrator, result in the cancellation of theallotment of the Participating Shares.


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Fractions of Participating Shares will be issued to the nearest four decimal places where the balanceof the subscription monies for Participating Shares represents less than the Subscription Price.

Confirmations will be sent to applicants on approval of their application as soon as practicable afterthe relevant Dealing Day, setting out details of the Participating Shares they have been issued.

Participating Shares will be issued only in registered form. The Administrator maintains the officialregister of Participating Shares of the Fund. Certificates representing Participating Shares will not beissued.

Redemption of Participating Shares

Participating Shares of the U.S. Hedge Fund, the European Hedge Fund and/or the Japan AsiaHedge Fund having an aggregate Redemption Price of not less than $10,000 may be redeemed as ofthe first Business Day of any month (a Monthly Dealing Day ) at the prevailing Redemption Price,less a redemption charge equal to 0.25% of the Redemption Price (which charge is subject to waiverat the Investment Managers discretion ).

Participating Shares of the Advanced Sciences Fund having an aggregate Redemption Price of notless than $10,000 may be redeemed as of the first Business Day of any calendar quarter (aQuarterly Dealing Day and, together with any Monthly Dealing Day, a Dealing Day ) at theprevailing Redemption Price, less a redemption charge equal to 0.25% of the Redemption Price(which charge is subject to waiver at the Investment Manager's discretion).

With respect to the U.S. Hedge Fund, the European Hedge Fund and the Japan Asia Hedge Fund, ifa request for redemption is received by the Administrator at least 10 days prior to the applicableMonthly Dealing Day, redemption will be as of the next Monthly Dealing Day. If a request forredemption is received within 10 days of the applicable Monthly Dealing Day, redemption will be as ofthe second following Monthly Dealing Day.

With respect to the Advanced Sciences Fund, if a request for redemption is received by the Administrator at least 45 days prior to the applicable Quarterly Dealing Day, redemption will be as ofthe next Quarterly Dealing Day. If a request for redemption is received within 45 days of theapplicable Quarterly Dealing Day, redemption will be as of the second following Quarterly DealingDay.

Redemptions may also be made at such other times and upon such payment terms as approved bythe Directors in their sole discretion.

Redemption proceeds shall only be remitted back into the account of the registeredParticipating Shareholder.

The Fund has the power, at the discretion of the Directors, to make payments for redemptions bycash, in kind or partly in cash and partly in kind.

In the event that a Participating Shareholder invests the proceeds of redemption in another Sub-Fundnot later than the first Business Day of the next succeeding calendar month, a switching charge of0.125% of the redemption proceeds will be deducted from the proceeds invested in the other Sub-Fund. In that event, any and all redemption proceeds to be reinvested in another Sub-Fund will beheld in a money market fund managed by the Investment Manager (if such a fund is then acceptingamounts for investment) during any period between redemption and re-investment. The Fund will payall redemption and switching charges to the Investment Manager.

A redemption request for less than all of the Participating Shares held by an investor in a Sub-Fundwill not be honoured if the value of the remaining Participating Shares would be less than the amountof the minimum initial investment required for that Sub-Fund.

Any increase or decline in Net Asset Value from the date a request for redemption is given until therelevant date on which Net Asset Value per Participating Share is determined will be reflected in theredemption price.


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Participating Shares may be redeemed by forwarding to the Administrator a duly completed andsigned Redemption Notice indicating the name and full address printed exactly as the ParticipatingShares have been registered. In certain instances, additional documents may be required, such as,but not limited to, trust instruments, death certificates, appointments as executor or administrator orcertificates of corporate authority.

A Redemption Notice may only be withdrawn with the consent of the Director during a period whenthe Directors have suspended the determination of Net Asset Value or the right of redemption or thedate of payment of redemption proceeds.

The Directors may cause the Fund to redeem all the Participating Shares of one or more Sub-Fundsheld by any Participating Shareholder for any reason. The Fund also has the right, upon 7 BusinessDays notice, to redeem all the Participating Shares held by any Participating Shareholder for anyreason, including if the Directors, in their sole discretion, determine that:

(a) the subscription for or holding of Participating Shares by such Shareholder is or maybe unlawful or detrimental to the Funds interests;

(b) as a result of prior redemptions, the value of the Shareholders Participating Shares isless than the minimum initial investment required for the Fund, provided that theParticipating Shareholder has been afforded a 30-day period to increase the value ofits Participating Shares above such minimum initial investment;

(c) representations made by the Participating Shareholder were not true at the time of itssubscription for Participating Shares or thereafter cease to be true; or

(d) such redemption is in the best interests of the Fund.

In each case, the Redemption Price will be equal to the prevailing Net Asset Value per ParticipatingShare on the next Valuation Day for the relevant Participating Shares, less a redemption charge equalto 0.25% of the Redemption Price (which charge is subject to waiver at the Investment Manager'sdiscretion).

With respect to the U.S. Hedge Fund, the European Hedge Fund and the Japan Asia Hedge Fund,payment on redemptions will be made within a reasonable time, normally not to exceed 15 BusinessDays after the relevant Dealing Day. With respect to the Advanced Sciences Fund, payment onredemptions will be made within a reasonable time, normally not to exceed 30 Business Days afterthe relevant Dealing Day. In all cases, portfolio investments will be liquidated to the extent necessaryto discharge the relevant Sub- Funds liabilities on the date of redemption.

Suspension of Redemptions and Subscriptions

The Articles provide that the Directors may, with respect to any Sub-Fund, suspend the determinationof Net Asset Value per Share or the right of redemption or postpone the date of payment orredemption in respect of the Participating Shares of such Sub-Fund during any period:

(a) when any market on which such Sub- Funds investments are traded is closed or trading isrestricted;

(b) when an emergency exists as a result of which it is impossible to dispose of the assets ofsuch Sub-Fund, or when it is impossible fairly to determine the value of any assets of suchSub-Fund;

(c) when it may not be possible to dispose of investments in a practicable manner;

(d) when a breakdown occurs in the means of communication normally employed in calculatingthe Net Asset Value or for any reason the value of such Sub- Funds investments cannot be

reasonably ascertained; or


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(e) when the transfer of cash in respect of redemptions or the acquisition or realization ofinvestments cannot, in the opinion of the Directors, be effected at normal rates of exchange.

Transfers

In the case of the death of a joint holder the survivor will be the only person recognised by the Fund

as having any title to a Participating Share.

No Participating Shares may be transferred, assigned or disposed of without the prior written consentof the Directors or their authorised agents which may be withheld in their absolute discretion. Subjectas aforesaid, Participating Shares are transferable by written instrument signed by the transferor, buttransfers will not be effective until registered in the Register of Participating Shareholders of the Fund.Participating Shareholders wishing to transfer Participating Shares must complete and sign thetransfer in the exact name or names in which the Participating Shares are registered, indicating anyspecial capacity in which they are signing and supply the details to the Fund.

The Directors may in their absolute discretion decline to register any transfer of Participating Shareswithout organising any reason therefor.

Modification of Rights attaching to the Participating Shares

The special rights attached to the Participating Shares of any class may from time to time (whether ornot the Fund is being liquidated) only be materially adversely varied or abrogated with the consent inwriting of the holders of at least two thirds of the issued Participating Shares of the relevant class, orwith the sanction of a resolution passed by Participating Shareholders holding at least two thirds of allthe Participating Shares of the relevant class then in issue.

All the provisions of the Articles as to general meetings of the Fund apply to every such separatemeeting, except that the necessary quorum at any such meeting is one or more persons at leastholding or representing by proxy at least one third of the issued Participating Shares then in issueexcept that at an adjourned meeting of the Participating Shareholders those shareholders who arepresent in person or by proxy shall constitute a quorum.

The rights attaching to the Participating Shares shall be deemed not to be varied by the creation,allotment or issue of further shares ranking pari passu with the Participating Shares or ranking behindthe Participating Shares, or the redemption or repurchase of any shares.

Directors

The following is a summary of certain provisions of the Articles of the Fund relating to Directors.There is no share qualification or age limit for Directors. Each Director is entitled to such remunerationas may be approved by the Fund in general meeting. The Directors may also be reimbursed forexpenses incurred in attending board meetings or in connection with the business of the Fund, andmay receive remuneration for special services. A Director may act in a professional capacity for theFund (other than as Auditor) and may receive remuneration for such professional services. A Directormay hold any other office or place of profit with the Fund (other than the office of Auditor) and may bea director, officer or member of any company in which the Fund may be interested. A Director maycontract with the Fund and no contract or arrangement made by the Fund in which any Director is inany way interested shall be liable to be avoided, but the nature of this interest must be declared inadvance at a meeting of the Directors and such Director may not normally vote in respect of any suchcontract or arrangement. A Director may be removed from office at any time by ordinary resolution ofthe Fund in general meeting.

The Fund has the power to borrow, whether in connection with purchasing securities on margin orotherwise, and to pledge or mortgage its assets as collateral security for any of its obligations. The

Articles of the Fund permit these powers to be delegated to the Investment Manager, and suchdelegation has been made under the management agreement. The management agreement, in turn,

permits a further delegation of these powers to an Investment Advisor.


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ADDITIONAL INFORMATION

Taxation

It is the responsibility of all persons interested in purchasing Participating Shares to inform themselvesas to any tax consequences from their investing in the Fund and the Fund's operations or

management, as well as any foreign exchange or other fiscal or legal restrictions, which are relevantto their particular circumstances in connection with the acquisition, holding or disposition ofParticipating Shares. Investors should therefore seek their own separate tax advice in relation to theirholding of Participating Shares and accordingly neither the Fund, the Investment Manager nor the

Administrator accept any responsibility for the taxation consequences of any investment into the Fundby an investor.

The Fund has received an undertaking from the Governor in Cabinet of the Cayman Islands to theeffect that, for a period of 20 years from such date, no law that thereafter is enacted in the CaymanIslands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any taxin the nature of estate duty or inheritance tax, will apply to any property comprised in or any incomearising under the Fund, or to the Shareholders thereof, in respect of any such property or income.

Anti-Money Laundering

Cayman Islands

As part of the Fund's responsibility for the prevention of money laundering, the Fund and the Administrator (including its affiliates, subsidiaries or associates) will require a detailed verification ofthe applicants identity and the source of payment. Depending on the circumstances of eachapplication, a detailed verification might not be required where:

1. the applicant is a recognised financial institution which is regulated by a recognised regulatoryauthority and carries on business in a country listed in Schedule 3 of the Money LaunderingRegulations (as amended) of the Cayman Islands (as amended) (a " Schedule 3 Country ");

2. the application is made through a recognised intermediary which is regulated by a recognisedregulatory authority and carries on business in a Schedule 3 Country. In this situation theFund may rely on a written assurance from the intermediary that the requisite identificationprocedures on the applicant for business have been carried out; or

3. the subscription payment is remitted from an account (or joint account) held in the applicant'sname at a bank in the Cayman Islands or a bank regulated in a Schedule 3 Country. In thissituation the Fund may require evidence identifying the branch or office of the bank fromwhich the monies have been transferred, verify that the account is in the name of theapplicant and retain a written record of such details.

The Fund and the Administrator reserve the right to request such information as is necessary to verifythe identity of an applicant. In the event of delay or failure by the applicant to produce any informationrequired for verification purposes, the Administrator will refuse to accept the application and thesubscription monies relating thereto.

If any person who is resident in the Cayman Islands (including the Administrator) has a suspicion thathat payment to the Fund (by way of subscription or otherwise) contains the proceeds of criminalconduct that person is required to report such suspicion pursuant to The Proceeds of Crime Law (asamended) of the Cayman Islands.

By subscribing, applicants consent to the disclosure by the Fund and the Administrator of anyinformation about them to regulators and others upon request in connection with money launderingand similar matters both in the Cayman Islands and in other jurisdictions.


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Reports to Shareholders

The Fund will issue semi-annual and annual reports to the Participating Shareholders of each Sub-Fund. Each report will include statements in respect of the relevant Sub-Fund of (a) Net Asset Value;(b) Net Asset Value per Share; (c) assets (including a schedule of portfolio investments) and liabilities,and (d) income and expense during the period covered by the report. Financial statements included

in the annual reports will be audited; financial statements included with other reports will not. TheFunds financial year will end on June 30 of each year .

Cayman Islands Mutual Funds Law

The Fund falls within the definition of a "Mutual Fund" in terms of the Mutual Funds Law (as amended)of the Cayman Islands (the " Law ") and accordingly is regulated in terms of that Law. However, theFund is not required to be licensed or employ a licensed mutual fund administrator since the minimumaggregate investment purchasable by a prospective investor in the Fund is equal to or exceeds$100,000 or its equivalent in any other currency.

As a regulated mutual fund, the Fund is subject to the supervision of the Cayman Islands Monetary Authority (the " Monetary Authority "). The Fund must file this Memorandum and details of anychanges that materially affect any information in this document with the Monetary Authority. TheFund must also file annually with the Monetary Authority accounts approved by an approved auditor,together with a return containing particulars specified by the Monetary Authority, within six months ofits financial year end or within such extension of that period as the Monetary Authority may allow. Aprescribed fee must also be paid annually.

The Monetary Authority may, at any time, instruct the Fund to have its accounts audited and to submitthem to the Monetary Authority within such time as the Monetary Authority specifies. In addition, theMonetary Authority may ask the Directors to give the Monetary Authority such information or suchexplanation in respect of the Fund as the Monetary Authority may reasonable require to enable it tocarry out its duty under the Law.

The Monetary Authority shall, whenever it considers it necessary, examine, including by way of on-site inspections or in such other manner as it may determine, the affairs or business of the Fund forthe purpose of satisfying itself that the provisions of the Law and applicable anti-money launderingregulations are being complied with.

The Directors must give the Monetary Authority access to or provide at any reasonable time allrecords relating to the Fund and the Monetary Authority may copy or take an extract of a record it isgiven access to. Failure to comply with these requests by the Monetary Authority may result insubstantial fines on the part of the Directors and may result in the Monetary Authority applying to thecourt to have the Fund wound up.

The Monetary Authority may take certain actions if it is satisfied that a regulated mutual fund:

1. is or is likely to become unable to meet its obligations as they fall due;

2. is carrying on or is attempting to carry on business or is winding up its business voluntarily ina manner that is prejudicial to its investors or creditors;

3. is not being managed in a fit and proper manner; or

4. has persons appointed as Director, manager or officer that is not a fit and proper person tohold the respective position.

The powers of the Monetary Authority include inter alia the power to require the substitution ofDirectors, to appoint a person to advise the Fund on the proper conduct of its affairs or to appoint aperson to assume control of the affairs of the Fund. There are other remedies available to the

Monetary Authority including the ability to cancel the registration of the Fund and to apply to the courtfor approval of other actions.


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RISK FACTORS

Investment in the Fund carries with it a substantial degree of risk, including, but not limited to, therisks referred to below. Investment in the Fund is suitable only for investors who are in a position totake the risks associated therewith. The investment risks described below are not purported to beexhaustive, and potential investors should review this Offering Circular in its entirety, and consult with

their professional advisors, before making an application for Participating Shares of any Sub-Fund.Different risk considerations may apply to each Sub-Fund, and there can be no assurance that anySub-Fund will achieve its investment objective. The Net Asset Value of any Sub-Fund, and theincome attributable to Participating Shares of such Sub-Fund, may go down as well as up, andinvestors in any Sub-Fund may not get back the amount invested or any return on their investment.

The performance of each Sub-Fund is linked directly to the performance of, and is generally subjectto, the same risks as the Subportfolios in which it invests.

The particular risks associated with the Fund include the following:

Cross-Class Liability . The Fund is a single legal entity and accordingly the assets of each Sub-Fundare available to all creditors of the Fund, including creditors whose claims are based on the activitiesof other Sub-Funds.

General Economic Conditions . The market value of each Sub-Fund s investments, includinginvestments in the Subportfolios of such Sub-Fund, may be affected by, among other things, changesin general economic conditions, market rates of interest, the condition of financial markets and thefinancial condition of the Subportfolios and other entities in which such Sub-Fund has invested. TheInvestment Manager will not have any control over the extent or timing of such changes or theirimpact on the market value of any Sub-Fund s investments.

Potential Illiquidity of Sub-Fund Investments . There will be no readily available market for asubstantial number of each Sub-Fund s investments, including investments in the Subportfolios ofsuch Sub-Fund. The lack of an established, liquid secondary market for a Sub-Fund s investmentsmay have an adverse effect on their market value and on the Sub-Fund s ability to dispose of them.Furthermore, investments in Subportfolios or other entities will be subject to certain other transferrestrictions that may contribute to illiquidity. Therefore, no assurance can be given that, if a Sub-Fundis determined or required (by reason of redemptions of Participating Shares of such Sub-Fund orotherwise) to dispose of its investment in a particular Subportfolio or other entity held by such Sub-Fund, it will be able to dispose of such investment on a timely basis at an appropriate market price.

Potential Illiquidity of Subportfolio Investments . The Subportfolios of any Sub-Fund may invest insecurities which are subject to legal or other restrictions on transfer or for which no readily availablemarket exists. These factors may adversely affect the market value of such securities and therelevant Subportfolios ability to d ispose of them. Accordingly, there can be no assurance that aSubportfolio will be able to sell any such securities when it desires to do so or to realize what itperceives to be their fair value in the event of a sale.

Leverage; Interest Rates . The investment advisors of the Subportfolios of any Sub-Fund mayborrow funds on behalf of such Subportfolios in order to increase investment positions or to makeadditional investments. Risk of loss and the magnitude of possible gains are both increased by aSu bportfolios use of borrowed funds for these purposes. Fluctuations in the market value of suchSubportfolios investment portfolio will have a greater effect relative to such Subportfolios capital thanwould be the case in the absence of leverage. In the case of margin borrowings by a Subportfolio,adverse market fluctuations may require the untimely liquidation of one or more of such Subportfoliosinvestment positions. The amount of borrowings which any Subportfolio may have outstanding at anytime may be large in relation to its capital. In addition, interest costs are an expense of eachSubportfolio that borrows funds, and will affect the operating results of such Subportfolio. The interestcosts incurred by any Subportfolio will in turn be affected by its borrowing levels and by fluctuations ininterest rates.


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Short Selling; Derivatives; Relative Value Strategies . One or more Subportfolios of any Sub-Fundmay engage in selling securities short. Short selling exposes the seller to unlimited risk, becausethere is no upper limit on the price to which the relevant securities may rise.

In addition, one or more Subportfolios of any Sub-Fund may utilize derivative instruments, such asequity index futures, options and swaps. Market movements that would adversely affect a

Subportfolios financial obligations under derivative instruments may be difficult to predict in advance. Accordingly, one or more markets may move against the derivative positions held by a Subportfolio,thereby causing substantial losses. Substantial risks are also involved in borrowing and lendingagainst derivative instruments.

The use of relative value hedging or arbitrage strategies by one or more Subportfolios of a Sub-Fundshould not be taken to imply that the use of such strategies is without risk. Every relative valuestrategy involves exposure to some second order market risk, such as the implied volatility inconvertible bonds and warrants, the yield spread between similar term government bonds, the yield orswap spread between government and corporate bonds or the price spread between different classesof stock issued by the same company. Substantial losses may be incurred by a Subportfolio on hedgeor arbitrage positions, and illiquidity or default by a counterparty can cause the position to have thesame economic effect as an outright speculation.

Voting Control . Although the Participating Shares carry certain voting rights, such rights relate onlyto the Fund and the relevant Sub-Fund. The Participating Shares do not carry any voting rights withrespect to any of the Subportfolios of any Sub-Fund, and therefore holders of Participating Shares ofsuch Sub-Fund, in their capacity as such, will not have any direct voting or other control over theaffairs of a Subportfolio.

Currency . Participating Shares are denominated in U.S. Dollars, and redemptions will be effected inthat currency. A portion of the net assets of the Subportfolios of each Sub-Fund, particularly theEuropean Hedge Fund and the Japan Asia Hedge Fund, will be invested in non-U.S. securities, andthe income generated thereby may be received in non-U.S. currencies. However, each Sub-Fund willcalculate its income in U.S. Dollars. Consequently, the strengthening of the U.S. Dollar against foreigncurrencies subsequent to the initial investment in any non-U.S. security by a Subportfolio may havean adverse impact on the net assets of the relevant Sub-Fund, unless the investment advisor of therelevant Subportfolio hedges effectively against such risks.

Limited Ability to Liquidate the Participating Shares . Participating Shares can only be redeemedon the relevant Dealing Day, and the right to redeem Participating Shares is subject to certainlimitations. See Redemption of Participating Shares and Determination of Net Asset Value. Thereis no market for the Participating Shares, and none is expected to develop. Accordingly, aninvestment in Participating Shares cannot be immediately liquidated, and holders of ParticipatingShares may be unable to liquidate their investment when they desire to do so.

Layering of Fees . Each Sub-Fund will invest all or a portion of its assets in other investment funds,such as investment partnerships or companies, mutual funds and unit trusts. To the extent that a Sub-Fund invests in other investment funds, investors in such Sub-Fund will be subject to two levels offees and greater expenses than would result from direct investment in such other investment funds.

Possible Effects of Substantial Redemptions . Substantial redemptions of the Participating Sharesof any Sub-Fund at any particular time could require such Sub-Fund to liquidate positions morerapidly than would otherwise be desirable.

Institutional Risk . Institutions, such as brokerage firms or banks, will typically have custody of theassets owned by the Subportfolios in which a Sub-Fund invests, and such institutions may hold suchassets in street name. Bankruptcy or fraud at one of these institutions could impair the operationalcapabilities or the capital position of the relevant Subportfolios, resulting in losses to the Sub-Fund.

Incentive Fees . The incentive fees payable by each Sub-Fund to the Investment Manager are based

on a percentage of the net increase in such Sub-Fund s Net Asset Value during the re levant calendaryear (adjusted to exclude purchases and redemptions of Participating Shares of such Sub-Fund).See Management of the Fund. This arrangement may create an incentive for the Investment


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Manager to cause such Sub-Fund to make investments that are riskier or more speculative than thosethat would be made if the Investment Manager s fees were based solely upon a percentage of suchSub-Fund s capital. The incentive fees payable by each Sub-Fund to the Investment Manager arecalculated on a basis which includes unrealized appreciation. Valuations of interests in otherinvestment funds will be based on the valuations provided by such funds, and valuations of othersecurities for which current market quotations are not readily available will be determined in good faith

by the Board of Directors of the Fund. See Determination of Net Asset Value. Such valuations mayaffect the amount of incentive fees payable by the relevant Sub-Fund to the Investment Manager.

To the extent that the incentive fees payable by the Subportfolios of a Sub-Fund to their investmentadvisors are structured similarly to those payable by such Sub-Fund to the Investment Manager,similar considerations will apply with respect to such Subportfolios and their investment advisors. Insome cases, the incentive fees payable by a Subportfolio to its investment advisor may be on termsmore favorable than those applicable to the incentive fees payable to the Investment Manager by therelevant Sub-Fund. To the extent that any Sub-Fund employs a multi-advisor investment approach,such Sub-Fund (through its Subportfolios) may pay substantial incentive compensation to theinvestment advisors of certain of its Subportfolios during a period when such Sub-Fund incurs anoverall net loss.

Investment Advisors of Subportfolios . When a Sub-Fund invests in a Subportfolio, the Sub-Fundwill be subject to the risk that the investment advisor of such Subportfolio could divert or misuse theSub-Fund s investment, furnish the Sub-Fund with false or misleading financial statements and otherreports, or engage in other misconduct. In addition, a Sub-Fund s investment in a Subportfolio maybe adversely affected if activities of the Subportfolios investment advisor result in substantial liabilitiesor penalties for damages caused to third parties or for violations of securities or other laws (forexample, liabilities or penalties resulting from breach of contract or the misuse of confidentialinformation).

The investment advisors of the Subportfolios in which a Sub-Fund invests may also manage otheraccounts in addition to these Subportfolios (including other accounts in which such investmentadvisors may have an interest). These investment advisors may have financial or other incentives tofavor such other accounts over the Subportfolios which they manage.

Apart from the above-described risks associated with Subportfolio investment advisors, some of theSubportfolios in which a

Documents

Umbrella Fund Prospectus