Galileo Prospectus

The Quay Umbrella Fund PCC Limited Cell L – Galileo Managed Sports Fund 1 February 2010

THE QUAY UMBRELLA FUND PCC LIMITED

PART B / CELL L

GALILEO MANAGED SPORTS FUND

A Gibraltar Protected Cell Company

Experienced Investor Fund

15th February 2010

PRIVATE INFORMATION MEMORANDUM

This Part B contains particulars relating to the Cell GALILEO SPORTS FUND launched as Cell L of THE QUAY UMBRELLA FUND PCC LIMITED. All users of this document should take note that the shares described in this Part B and the Company’s Private Information Memorandum have not been qualified for offer or sale to the public under the securities laws of any country or jurisdiction. They are suitable only for those who fall within the definition of “Experienced Investor” contained in the EIF Regulations (as defined below). The Directors of the Company whose names appear on page 6 of the Company’s Private Information Memorandum have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement on the document. The Directors accept responsibility accordingly.


THE QUAY UMBRELLA FUND PCC LIMITED The Quay Umbrella Fund PCC Limited (the “Company”) is an Experienced Investor Fund under the Financial Services (Experienced Investor Funds) Regulations 2005 (“EIF Regulations”). The Company is also a protected cell company for the purposes of the Protected Cell Companies Act 2001 (the “PCC Act”) which means that under Gibraltar law the directors may create separate and statutorily segregated classes of shares with differing investment objectives and to which specific assets are attributed into cells. One or more segregated classes of shares will constitute separate “cells” whose assets will be kept separate and separately identifiable from assets not attributable to that cell. Under Gibraltar law, provided the requirements of the PCC Act are complied with, the assets attributable to each cell will only be available to the creditors of the Company who are creditors in respect of that cell and shall be protected from creditors of the Company who are not creditors in respect of that cell. Full details of the Company and the restrictions and requirements of investors in the Company is detailed in the Company’s Private Information Memorandum. CELL L Cell L, the GALILEO MANAGED SPORTS FUND (the “Cell”), is to be created for the purpose of segregating and protecting cellular assets in the manner provided by the PCC Act. Under the PCC Act a protected cell company may, in respect of any of its cells, create and issue shares the proceeds of the issue of which shall be comprised in the cellular assets attributable to the cell in respect of which the cell shares were issued. The distribution of this document and the offering of the shares in certain jurisdictions may be restricted by law. Persons into whose possession this comes are required by the Company to inform themselves about and observe any such restrictions. PRIVATE INFORMATION MEMORANDUM The Private Information Memorandum dated 25th June 2008 (Amended 15th February 2010) as may be amended from time to time, and this document should be read as one document. OTHER CELLS The Company intends to launch other cells at various times in the future, when suitable investor interest has been identified. The details of each cell will be presented in a separate Part B document for each and every cell being formed which will not form part of this document.


CONTENTS INFORMATION ................................................................................................................................................. 2 CONTENTS .......................................................................................................................................................... 3 SECTION 1 SUMMARY ............................................................................................................................................................. 5 SECTION 2 THE INVESTMENT MANAGER AND THE INVESTMENT ADVISOR 1. The Investment Manager .......................................................................................................................... 15 2. Appointment of the Investment Advisor ............................................................................................... 16 3. Experience, Authority, Qualifications and Suitability of the Investment Advisor .......................... 18 4. Other Activities .......................................................................................................................................... 20 SECTION 3 INVESTMENT OBJECTIVE, STRATEGY, PORTFOLIO EXPOSURE AND RISK MANAGEMENT 5. Investment Objective ................................................................................................................................ 21 6. Investment Strategy ................................................................................................................................... 21 7. Restrictions .................................................................................................................................................. 22 8. Risk Management ....................................................................................................................................... 23 SECTION 4 CUSTODIAN ARRANGEMENTS 9. Custodian ..................................................................................................................................................... 25 SECTION 5 RISK FACTORS 10. Investment Risks ........................................................................................................................................ 27 11. Regulatory Risks ......................................................................................................................................... 31 12. Conflicts of Interest ................................................................................................................................... 32 SECTION 6 METHOD OF VALUATIONS 13. Net Asset Value .......................................................................................................................................... 34 14. Valuation of Assets and Liabilities of the Cell ....................................................................................... 35 SECTION 7 INVESTOR INFORMATION 15. Annual Reports ........................................................................................................................................... 37 16. Enquiries ...................................................................................................................................................... 37


SECTION 8 ADDITIONAL INFORMATION 17. Material Contracts ...................................................................................................................................... 38 18. Contact Details ........................................................................................................................................... 38


SECTION 1 SUMMARY

BASE CURRENCY GBP £ TYPE AND NAME OF SHARE Cell L Shares (the “Shares”) that may be issued as

Participation Shares (the “Participation Shares”) or Nominal Shares (the “Nominal Shares”) which may be divided into and issued as series of shares. Participation Shares issued during the Initial Offer Period will be designated as the “Lead Series”. Participation Shares issued subsequent to the Lead Series will be issued as separate series referenced to the month and year of their issue.

INITIAL OFFER PRICE GBP £100 per share DIRECTORS/BOARD OF DIRECTORS The directors and/or the board of directors (hereafter

referred to as the “Directors” of the “Board of Directors”) are the directors of the Company as detailed in the Private Information Memorandum dated 25th June 2008 (amended 15th February 2010) as may be amended from time to time.

INITIAL OFFER PERIOD From 15th February 2010 to 15th March 2010 unless

otherwise agreed by the Board of Directors, during which subscriptions for the Shares may be made.

COMMENCEMENT OF TRADING ACTIVITY Trading activity will commence on 16th March 2010 after

the expiry of the Initial Offer Period. CONTINUING OFFER The Continuing Offer for Participation Shares in the Cell

after the expiry of the Initial Offer Period will be monthly on the first day of each calendar month. The Participation Shares issued during the Continuing Offer will be issued at a price of £100 per share.

Participation Shares in the Cell will be issued in the relevant series as of the first day of each calendar month pursuant to written notice which must be received by the Administrator at least five (5) Business Days (or such shorter notice period as the Company’s Directors shall, in their discretion, permit) prior to the relevant day. Nominal Shares may be issued at such times and at such values as determined by the Directors in accordance with the provisions of the Company’s Memorandum and Articles of Association.


FORM OF SHAREHOLDING Shares will be issued in uncertified form and no share

certificates will be issued in the Cell unless otherwise agreed by the Board of Directors

SUBSCRIPTION FOR SHARES Subject to the Companies Act and as herein provided any

Participation Shares in the Cell for the time being unissued shall be under the control of the Directors who may allot them during the Initial Offer Period and Continuing Offer to such persons, on such terms and in such manner as they think fit.

Subject as hereinafter provided, on receipt by the

Company’s Administrator of:

(a) an application in writing in the form specified in this Private Information Memorandum or in such other form as the Directors may from time to time determine, and

(b) the additional information and declarations

specified in this Private Information Memorandum (or such additional information and declarations (if any) as the Directors may from time to time determine);

from any person or persons (the “Applicant”), the Company may, subject to the terms of this Private Information Memorandum and the provisions of the Memorandum and Articles of Association of the Company, issue to the Applicant Participation Shares in the Cell.

SUBSCRIPTION FEE None LOCK UP PERIOD None SERIES OF SHARES Participation Shares will be available for issue in a different

series on a monthly basis on the first day of each calendar month. The initial series will be designated “Lead Series” and each subsequently issued series will be referenced based on the date if issue. For the purposes of series accounting each series shall constitute a “Series Account” to which the subscription monies received from the issue of Participation Shares of that series will be allocated, together with investments and income, gains and losses derived therefrom. Cellular liabilities will generally be allocated among the series proportionately and debited to the various Series Accounts. However, liabilities specifically attributable to a particular series of


Participation Shares (including Management Fees and Performance Fees payable to the Investment Manager as to that series) will be debited to the Series Account for that series.

The Cell is permitted to consolidate different series of Participation Shares into a single series at any time provided that the consolidation will have no adverse impact on any Shareholder or affect the calculation of expenses, the Management Fees or the Performance Fees payable to the Investment Manager. Generally the consolidation of the series into the lead series will occur after each annual reporting date. For example the first consolidation of series will occur after 31 December 2010.

TRANSFER OF SHARES All transfers of Shares may be affected by transfer in

writing in any form as the Directors may accept. Any instrument of transfer shall be signed by or on behalf of the transferee and the transferor who shall be deemed to remain the holder until the name of the transferee is entered in the Register.

No transfer of any Share in the capital of the Company

shall be made or registered without the previous sanction of the Directors who may in their absolute discretion and without assigning any reason therefore, decline to register any transfer of any Share whether or not it is a fully paid Share.

CONVERSION OF SHARES Subject to the provisions of the Memorandum and Articles

of Association of the Company, Nominal Shares may, at the Directors absolute discretion, be converted into Participation Shares of the class of its issuance at an amount equal to the Offer Price of the Participation Shares in issue. The conversion of Nominal Shares to Participation Shares will be subject to the holder of the Nominal Shares being an Eligible Person at the time of conversion.

REDEMPTION OF SHARES Redemption of Shares in the Cell by the Shareholders

takes place monthly on the last day of each month (the “Redemption Day”).

The Directors reserve the right, at their absolute discretion, to delay the payment and/or make stage payments in relation to a redemption to correspond with the time when liquid funds are available to fund the redemption.


Participation Shares will be redeemed at the net asset value per Share of the relevant series as of each Redemption Day pursuant to ten (10) Business Days written notice which must be received by the Cell prior to the last day of each month (or such shorter notice period as the Company’s Directors shall, in their discretion, permit) prior to the relevant Redemption Day. Nominal Shares will be redeemed at the same value of which they were issued out of any monies which may lawfully be applied for the purpose. Unless a Shareholder specifies otherwise in writing in his or her redemption request, upon a partial redemption by a Shareholder who holds Participation Shares of multiple series, the redemption will be allocated among those series on a first-in-first-out basis. Due to the separate calculation of the Performance Fee as to each series of Participation Shares, it is possible that, if a Shareholder owns Participation Shares of different series, a redemption of Participation Shares of one series will result in the payment of a Performance Fee to the Investment Manager, while redemption of Participation Shares of a different series would not, but would result in the reduction of the losses that must be recovered before the Investment Manager may receive a Performance Fee as to that series. Applications for redemptions shall be in writing in the form specified in this Private Information Memorandum or in such other form as the Directors may from time to time determine, and shall contain the additional information and declarations specified in this Private Information Memorandum (or such additional information and declarations (if any) as the Directors may from time to time determine).

COMPULSORY REDEMPTIONS The Directors reserve the right, subject to the provisions of the Companies Act, at any time, by giving thirty (30) days prior written notice to a Shareholder, to compulsory redeem all or any of that Shareholder’s Participation Shares following the expiry of the thirty (30) day notice period (the ‘Compulsory Redemption Date’). The price at which any Participation Share shall be compulsorily redeemed shall be the NAV per Participation Share of that Participation Share as of the close of business on the Valuation Day prior to the Compulsory Redemption Date, and:


(1) shall be payable on the Compulsory Redemption Date; and

(2) shall be paid in the Base Currency of the Cell

being redeemed or, at the option of the Directors, in any other currency or in specie.

All costs incurred in a compulsory redemption of Participation Shares shall be for the account of the Shareholder thereof and may be withheld from the proceeds of the redemption. The Company and the Cell shall have no responsibility in effecting a compulsory redemption of Participation Shares other than to act in good faith and in a commercially reasonable manner. The procedure for determining which Participation Shares will be compulsorily redeemed in any particular case is subject to change at the discretion of the Directors. In exercising discretion and in making determinations as to whether to compulsorily redeem Participation Shares, and in determining which Shareholders shall be subject to compulsory redemption, the Directors may act upon the basis of such information as may be known to it, without any obligation to make special inquiries, and may rely upon the advice of counsel. In no event shall the Company, the Cell or the Investment Manager be liable to any Shareholder for any consequence of exercising any discretion or making any determination with respect to such compulsory redemption.

REDEMPTION FEE The Investment Manager reserves the right, at their sole

and absolute discretion, to charge a redemption fee that would be payable by Shareholders in the Cell on redemption from the Cell. The redemption fee is payable on a reducing scale on the amount subscribed for in the Cell at the following rates:

Redemptions within 1 year of subscription 5% Redemptions within 2 years of subscription 4%

Redemptions within 3 years of subscription 3% Redemptions within 4 years of subscription 2% Redemptions within 5 years of subscription 1% Redemptions after more than 5 years from subscription 0%

For the sake of clarification, if an investor who had

subscribed €100,000 in the Cell decided after 40 months to redeem their investment in the Cell the redemption fee


would be payable at a rate of 2% based on the amount subscribed in the Cell, i.e. on €100,000. The valuation of the shareholding at the time of the redemption would not be relevant to the charge and calculation of the redemption fee

FREQUENCY OF VALUATIONS Valuations will be made monthly on the last calendar date

of each month, with the first valuation being on 31 March 2010 unless otherwise agreed by the Board of Directors (the “Valuation Day”).

MINIMUM INITIAL SUBSCRIPTION AMOUNT GBP £ equivalent of €100,000 at the date of subscription

(or at other such rates as the Directors may from time to time determine).

TOTAL ADDITIONAL MINIMUM SUBSCRIPTION AMOUNTS GBP £ equivalent of €25,000 unless otherwise agreed by

the Board of Directors. PARTICIPATION SHARE RIGHTS Shareholders shall not be entitled to vote at general

meetings of the Company, but shall be entitled to vote at meetings of Shareholders provided that Founder Shareholder has the right to attend and vote at such meetings. The Founder Shareholder is the holder of the Company’s Ordinary Shares.

Participation Shares shall participate in any profit and

distribution of the Company that is attributable to Cell L after the provision for liabilities, expenses and charges that are attributable to Cell L.

NOMINAL SHARE RIGHTS Cell L Nominal Shares shall have no voting rights and shall

not participate in any profit or distribution of the Company (except the repayment of the amount paid up on the Nominal Shares).

DIVIDEND POLICY The Directors do not intend that dividends will be paid to

Shareholders, rather such income will be reinvested. The Company reserves the right to change this policy.

PROTECTED CELL COMPANY The Cell has been set-up in accordance with the rules and

regulations of the PCC Act. All income and gains earned on the assets of the Cell shall accrue to the Cell and all expenses and liabilities relating to the Cell shall be charged and paid by the Cell. The expenses and liabilities of the


Company which are not attributable to a particular cell or cells shall be allocated and charged between one or more cells in such manner and on such basis as the Directors, in their absolute discretion, deem fair and equitable and the Directors have the power to and may at any time, and from time to time, vary such basis including where circumstances so permit the subsequent re-allocation of such liabilities, expenses, costs, charges and reserves.

CUSTODIAN The Company has appointed Credit Suisse (Gibraltar)

Limited (“Credit Suisse” and/or the “Custodian”) of Neptune House, Marina Bay, Gibraltar to act as the Custodian for the Company. Details in relation to the activities that the Custodian will perform for the Cell are set out below in Section 4 of this Private Information Memorandum.

FEES INVESTMENT MANAGER The Investment Manager will receive a Management Fee

of 3% per annum (or pro rata for any period less than a year) calculated based on the net asset value of each series of the Cell at each Valuation Day. The Management Fee will be calculated monthly and payable monthly in arrears.

The Investment Manager reserves the right, on receipt of a subscription in the Cell, to drawdown up to 4% of the funds subscribed to the Cell as advance management fees for marketing purposes (hereafter referred to as “Advance Management Fees”). Advance Management Fees will be re-credited to account over a five year period. In the event of redemption any uncredited Advance Management Fees will be re-credited to account. The Investment Manager will receive a Performance Fee equal to 30% of the net profits including net unrealised gains and losses and net of the Management Fee of each series of the Cell at each quarter ended 31 March, 30 June, 30 September and 31 December. The Performance Fee will be calculated quarterly and payable quarterly in arrears.

The Performance Fee shall be subject to a High Water Mark. The High Water Mark prevents the Investment Manager from receiving a Performance Fee as to profits that simply restore previous losses and is intended to ensure that each Performance Fee is based on the long-term performance of an investment in the Cell attributable to the relevant series of shares. The Performance Fee will also be paid to the Investment Manager upon any


redemption of shares by a Shareholder, whether voluntary or involuntary. The Investment Manager reserves the right to charge the Cell up to €1,800 per month for risk management software.

HIGH WATER MARK The Investment Manager’s Performance Fee related to

each series of shares is subject to what is commonly known as a “High Water Mark”. That is, if the cumulative profits for the quarter attributable to each series of shares has a net loss in any calendar quarter (a “Quarter”), this loss will be carried forward as to each series of shares to future Quarters (such amount is referred to as a “Loss Carry Forward”). Whenever there is a Loss Carry Forward for a series of shares with respect to a Quarter, the Investment Manager will not receive an Performance Fee with respect to such series for future Quarters until the Loss Carry Forward amount for such Shareholder has been recovered (i.e., when the Loss Carry Forward amount has been exceeded by the cumulative profits allocable to such series for the Quarters following the Loss Carry Forward).

Once the Loss Carry Forward has been recovered, the

Investment Manager’s Performance Fee shall be based on the excess profits (over the Loss Carry Forward amount) with respect to each series, rather than on all profits. The “High Water Mark” prevents the Investment Manager from receiving a Performance Fee as to profits that simply restore previous losses and is intended to ensure that each Performance Fee is based on the long-term performance of an investment in the Cell. However, because the Investment Manager’s Performance Fee is paid on a quarterly basis, it is possible that the Investment Manager may receive a Performance Fee during a year with respect to which the Cell, on an aggregate basis, incurs a net loss for such year.

The Board of Directors may, at their absolute discretion, alter the application of the Loss Carry Forward with respect to certain series of shares upon the agreement of the Shareholders .

ADMINISTRATOR The Administrator of the Cell will receive a fee of 15 basis

points (0.15%) per annum based on the net asset value of each series of the Cell. Calculated to be 0.15% x 1/12 of the net asset value of each series of the Cell at each Valuation Day. The basis points fee will be applicable when the net asset value of the Cell is equal to or in excess


of £8 million. When the net asset value of the Cell is less than £8 million a minimum fee will be due to the Administrator. The minimum fee will be agreed between the Administrator and the Board of Directors at a commercial rate for the service so provided. The Administration Fee is to be calculated on an accruals basis and is payable in arrears.”

CUSTODIAN The Custodian of the Cell will receive a fee of 10 Basis

Points (0.10%) per annum based on the net asset value of each series of the Cell. Calculated to be 0.10% x 1/12 of the net asset value of each series of the Cell at each Valuation Day. The Custodian Fee is to be calculated monthly and payable monthly in arrears.

INVESTMENT ADVISOR The Investment Advisor will not be remunerated by the

Cell and/or the Company. The Investment Advisor will receive remuneration for its services provided to the Cell and/or the Company from the Investment Manager. The Investment Manager will remunerate the Investment Advisor from the Management Fees and Performance Fess that it receives from the Cell and/or the Company.

TRANSACTION FEES The Investment Manager will charge an administrative fee

per transaction for producing a consolidated daily transaction report, a daily profit and loss and a Monthly statement, including financial management of the account balances at the various betting exchanges. The Cell will pay charges at reasonable commercial rates to the Investment Manager in relation to preparing the transaction report.

SET-UP FEES Costs and expenses associated with the set-up of Cell L,

including professional fees and expenses in connection with the drafting of the Cell’s information documents, are expected not to exceed £15,000 which will be paid for by the Investment Manager. Such organisational costs and expenses will be amortised and charged to the Cell over a period of 60 months. It is important to note that under International Financial Reporting Standards the amortisation of such costs are not allowed and in accordance with International Financial Reporting Standards such costs may be expensed in full in the audited financial statements of the Company in order for the financial statements to be prepared in accordance with International Financial Reporting Standards. The Directors acknowledge that amortising such costs are in line with industry practice.


SHAREHOLDER a person who is registered as the holder of Participation

Shares in Cell L.


SECTION 2

THE INVESTMENT MANAGER AND THE INVESTMENT ADVISOR 1. THE INVESTMENT MANAGER The Cell will be managed by Quay Financials (Gibraltar) Limited, Investment Management Division (the “Investment Manager”) which is a Gibraltar Company incorporated in Gibraltar on 14 June 2006 and licensed as an Investment Manager (license number FSC00944B) by Gibraltar’s Financial Services Commission. Quay Financials (Gibraltar) Limited was incorporated as Van Der Moolen (Gibraltar) Limited and changed its name to Quay Financials (Gibraltar) Limited on 12 June 2008. The Investment Manager’s principals, who are also directors of the Company, are Philip Hamilton Docker and Andrew Keith Beckwith. PHILIP HAMILTON DOCKER - GIBRALTAR After leaving Bristol University with a LLB (Honours) degree Mr. Docker started his career with Gill & Duffus in 1979 and left in 1983 for J.W.Gaskell (Commodities) Ltd. as Founder and Managing Director. In 1986 he joined Muirpace Ltd, a Financial Futures trading company where he held various positions including Head of Sales and Head of the London International Financial Futures Exchange (“LIFFE”) Financial Futures Floor Operations. He left Muirpace to set up his own Broking Business when the Floor Broking business he had set up was sold to Spear Leeds Kellogs. In 1996 he founded Warmington Brokers Ltd. a successful LIFFE Equity Options and Futures Business and in 1998 he founded and became Chairman and CEO of Easyscreen PLC. Easyscreen PLC is an Independent Software Vendor specialising in Futures and Options Trading and Risk Management Systems. The Company floated and obtained a Full Listing on the London Stock Exchange in 1999 and had Offices and Subsidiaries in London, New York, Chicago, Sydney and Singapore. The Company was bought in June 2005 in an all cash deal and delisted by Refco LLC, its major customer. The business continues and Mr. Docker left to pursue other opportunities. Mr. Docker is one of the founding directors of Quay Financials (Gibraltar) Limited (formerly known as Van Der Moolen (Gibraltar) Limited). ANDREW KEITH BECKWITH - GIBRALTAR Mr. Beckwith has a first class degree in Business Studies and started his career in 1984 with Morgan Grenfell Securities Ltd (formerly Pinchin Denny & Co) an Equity and Index Options Market Maker on The London Traded Options Market. From 1989 to 1997 he built up Kas Clearing Agent Ltd to become one of the largest clearing members on the London International Financial Futures Exchange (‘LIFFE’) providing clearing services to LIFFE locals, Non Clearing Members and Institutions. In 1998, he joined ING Baring Futures & Options (UK) Ltd as European Risk Manager and in 2000 he became its managing director. In 2001 he joined ABN AMRO Futures Ltd as Director of Business Development (Europe) and responsible for the development of new clearing products and customers (with focus on equity) and their integration into the futures clearing entity. Mr. Beckwith joined the Van Der Moolen Group during 2005 and is one of the founding directors of Quay Financials (Gibraltar) Limited (formerly known as Van Der Moolen (Gibraltar) Limited)


Mr. Docker and Mr. Beckwith, as detailed above, have extensive experience within the securities and derivatives sector of the financial services industry. They will be responsible for the research, and for making decisions as to which Investment Advisor(s) should be appointed to act for the Cell, and will thereafter be responsible for the monitoring and performance of the Investment Advisors and the funds under management. In order for the Investment Manager to be able to undertake its investment management function the Investment Manager has formed an investment committee (the “Investment Committee”). The Investment Committee is an informally appointed committee who will assist with the information gathering in relation to the appointment of Investment Advisors, it will monitor the Investment Advisors (and their investment activity in reference to the investment restrictions of the funds under management), and deal with other matters as and when requested to do so by the Company. The Investment Committee will not, however, have decision making and/or action powers, such powers will remain (without exception) with the Investment Manager. The Investment Committee is the vehicle that the Investment Manager has put in place in order to assist with the undertaking of its responsibilities. It is not intended to be, nor will it be, a transferral of its responsibilities. The Investment Manager will retain all such powers and responsibilities. 2. APPOINTMENT OF INVESTMENT ADVISOR On 8th February 2010 the Investment Manager entered into an agreement, entitled the “Trading Agreement”, with the Investment Advisor (defined in Section 3 of this Part B Private Information Memorandum). In accordance with the terms of the Trading Agreement the Investment Manager acknowledges that it has entered into an agreement with the Company, the Investment Management Agreement, and in accordance with the terms of the Investment Management Agreement the Investment Manager has agreed to provide investment management services to the Company. In the performance of such investment management services the Investment Manager has appointed the Investment Advisor to execute transactions in investments on agreed sports betting exchanges (and any other such sports betting exchanges or platforms as the Investment Manager and Investment Advisor may agree and for which the Investment Advisor is authorised and licensed to advise on or provide services) in respect of the assets of this Cell. The Investment Advisor in signing the Trading Agreement has accepted its appointment and will forthwith undertake the function of executing transactions in investments on behalf of the Cell. In accordance with the Trading Agreement the Investment Advisor shall remain in office until such time as the Trading Agreement is terminated. Either party shall have the right to terminate the Trading Agreement immediately by notice to the other party upon the happening of any of the following events or alternatively by mutual consent: • If there is a material breach by the other party of any of the covenants, obligations or

stipulations to be performed or observed by him or it under the terms of the Trading Agreement and which is not remedied within seven days or is not capable of remedy to the reasonable satisfaction of the person giving the notice;


• If the Investment Manager enters into liquidation whether compulsorily or voluntarily (other than for the purpose of amalgamation or reconstruction) or compounds with its creditors OR the Investment Advisor is adjudged bankrupt or has a bankruptcy petition presented against him or enters into any deed of arrangement or similar agreement in favour of his creditors, or any company of which he is a director goes into liquidation or has a receiver or administrator appointed in relation to it; or

• If a receiver or administrator is appointed of the undertaking and assets of the Investment Manager.

The Investment Manager can terminate the Trading Agreement to take effect immediately without notice on the occurrence of any of the following events:

• in the reasonably held opinion of the Investment Manager that the Investment Advisor is or has become incapacitated for any cause whatsoever from efficiently performing his obligations under the Trading Agreement;

• the Investment Advisor is convicted of any criminal offence other than a minor road traffic offence by any court of competent jurisdiction;

• the Investment Advisor commits any misconduct or undertake any conduct likely in the opinion of the Investment Manager to bring disrepute to the Investment Manager and the Company or commits any unlawful or improper act which, in the reasonably held opinion of the Investment Manager, is conduct unbecoming of an investment portfolio advisor/manager;

• the Investment Advisor commits any breach of, or commit any act or omission which may cause the Investment Advisor, the Investment Manager and the Company to be in material breach of regulatory or exchange rules or other applicable laws, rules and regulations as in force from time to time as applicable to this Agreement;

• the Investment Advisor ceases to be appropriately registered with any agreed exchange on which he trades for the Cell;

• the total losses on the Cell exceeds a level as will be determined by the Investment Manager from time to time; and

• the Investment Advisor is in breach of any and/or all of the Obligations of the Investment

Advisor as detailed in Clause 3 of the Trading Agreement. In accordance with Clause 3 of the Trading Agreement in carrying out its Obligations the Investment Advisor shall observe and comply with:

• the requirements of the Procedures and Compliance Manuals as provided by the Investment

Manager for the purpose of the Trading Agreement;


• the Memorandum and Articles of Association of the Company; • the investment objective and investment strategy of the Cell as stated in the Private

Information Memorandum and Part B or any revision thereof from time to time communicated in writing by the Investment Manager to the Investment Advisor;

• any restrictions or policy statements for the time being contained in the Memorandum and

Articles of Association or in the Private Information Memorandum and Part B thereof; • any other matter to which a prudent adviser to an investment portfolio should reasonably pay

regard in the proper discharge of its duties, including, without limitation to informing the Investment Manager any key man issue that would impede the performance of the Investment Advisor in its duties hereunder;

• any breach of the terms of any of the documents mentioned above including, without

limitation any fact or matter which will give to an investigation or disciplinary action being taken by any Exchange or regulatory body against the Investment Advisor must be reported immediately to the Investment Manager; and

• all requirements and procedures notified by the Investment Manager from time to time for the

purpose of ensuring compliance with any regulatory rules and requirements (including, without limitation, the rules and trading procedures of agreed exchanges) applicable to the Investment Manager or its activities.

3. EXPERIENCE, AUTHORITY, QUALIFICATIONS AND SUITABILITY OF THE

INVESTMENT ADVISOR In appointing the Investment Advisor the Investment Manager has considered the Experience and Qualifications, Authority and Suitability of the Investment Advisor which are discussed in turn: 3.1 EXPERIENCE AND QUALIFICATIONS The Investment Advisor to the Cell is Centaur Global Limited. Centaur Global Limited is a limited company incorporated in England, company number 05639592, established in November 2005. Formerly “Maxnet Media Limited”, the company was named Centaur Global Limited on the 1 November 2007. On 9 May 2009 Centaur Global Limited was granted a remote operating licence by the Gambling Commission. Centaur Global Limited is one of the largest specialist sports fund manager in the UK and has operated managed accounts for client funds since 2003. The principals for Centaur Global Limited are Keith Sobey, Andrew Cork and Tony Woodhams KEITH SOBEY Keith Sobey, Chairman and Founder of the Centaur Group, qualified as a CIPFA accountant in 1979 acting at senior level for 25 of his 30 years in Public Sector Finance. Mr. Sobey’s background was in financial probity in the Public Sector, being a Senior Manager in the Audit Commission responsible for the audits of local authorities in the country. Mr. Sobey has operated for the last nine years as


Senior Analyst for the Centaur Group. Mr. Sobey identified the potential of trading on the sports exchanges and set up the Centaur Sports Accounts in 2000 with the establishment of Centaur Global Limited in November 2005. ANDREW CORK Andrew Cork, The Centaur Group’s Finance Director, started his career with the Audit Commission in 1983 until 2001 operating in The District Audit Service of the Audit Commission. Mr. Cork, CIPFA PII qualified met Mr Sobey while managing the audits of a number of London Boroughs. Mr. Cork joined Mr. Sobey in the setting up of the Centaur Group in 2000 and is the Finance Director of The Centaur Group. TONY WOODHAMS Tony Woodhams, Managing Director of the Centaur Group, started his city career at Cargill Investor Services and was a senior member of a leading derivatives team within Cargill Investor Services (a part of Cargill Group Inc US) before founding his own successful boutique derivatives trading fund in 1995. Mr. Woodhams gained much acclaim as his city fund traded from strength to strength returning double digit growth for 7 consecutive years and managed and personally executed in excess of 9’000’000 futures contracts on LIFFE, CME and Eurex’s exchange traded products over the same period. Mr. Woodham’s expertise in financial spread trading strategies, futures and options trading, currency and cross product hedging and financial market risk management is highly acknowledged in the market. Mr. Woodhams has an in-depth knowledge of macro economics having studied at a number of city institutions during his lengthy and successful trading career including the “City Business School” in London. Mr. Woodhams joined the Centaur Group in August 2009 as Managing Director. 3.2 AUTHORITY Centaur Global Limited is a limited company incorporated in England, company number 05639592, established in November 2005. Formerly “Maxnet Media Limited”, the company was named Centaur Global Limited on the 1 November 2007. Centaur Global Limited is licensed by the Gambling Commission to act as a betting intermediary under Licence number 000 – 018442-R-303100-001. This license was issued under Part 5 of the Gambling Act 2005 on the 7th May 2009 Centaur Global Limited advises on sports bets which are not Financial Instruments as defined by the Markets In Financial Instruments Directive (MiFID). As such, Centaur Global Limited is not regulated by the Financial Services Authority, or the Financial Services Commission in Gibraltar. 3.3. SUITABILITY The Investment Manager has determined that the Investment Advisor has the necessary resources, personnel and relevant experience in order to execute transactions in investments on agreed exchanges (and any other such exchanges or platforms as the Investment Manager and Investment Advisor may agree) in respect of the assets of this Cell. The Investment Manager is of the opinion that the Investment Advisor understands the investment objective and strategy of the Cell and that it has the required competence in order to execute transactions in investments in accordance with the Cell’s strategy in order to meet the Cell’s objective.


The Investment Manager is of the opinion that the Investment Advisor understands the investment restrictions of the Cell and that Investment Advisor has the ability to operate within the boundaries of the restrictions. The Investment Manager determines that the Investment Advisor is suitable and should be appointed in order to execute transactions in investments on agreed sports betting exchanges (and any other such exchanges or platforms as the Investment Manager and Investment Advisor may agree) in respect of the assets of this Cell. 4. OTHER ACTIVITIES The Investment Manager, and their affiliates, and the Investment Advisor are not required to manage the assets of the Cell and/or the Company as their sole and exclusive function and may engage in other business activities. In addition to managing the Cell’s and/or the Company’ investments, the Investment Manager, and their affiliates, and the Investment Advisor may provide investment management services to other clients through separately managed accounts which employ an investment program and strategy substantially similar to that of the Cell and/or the Company. They may establish other private investment funds (both domestic and offshore) in the future which employ an investment program and strategy substantially similar to that of the Cell and/or the Company.


SECTION 3

INVESTMENT OBJECTIVE, STRATEGY, PORTFOLIO EXPOSURE AND RISK MANAGEMENT

The following is a general description of the principal types of investments on agreed sports betting exchanges in which the Investment Advisor on behalf of the Investment Manager may invest, certain trading techniques that it may be employed, the investment criteria that the Investment Advisor plans to apply, and the guidelines that it has established with respect to the composition of the investments. The following description is merely a summary and investors and/or potential investors should not assume that any descriptions of the specific activities in which the Cell may engage are intended in any way to limit the types of investment activities which the Cell may undertake or the allocation of capital among such investments. The Investment Manager reserves the right to alter the investment policy or strategy as deemed appropriate from time to time in its discretion after having consulted with the Directors of the Company and obtaining their approval. 5. INVESTMENT OBJECTIVE The investment objective of the Cell is to seek absolute returns in the global sports markets environment. The Investment Advisor utilises both a fundamental and technical approach in analysing investment opportunities across all sport classes on global sports markets. The global sports markets are betting exchanges, similar to the financial exchanges that provide a price. Examples of sports exchanges are Betfair, Betsson, Betdaq and Sporting Index, The investment advisor will either buy (back) or sell (lay), the investment advisor will have the option of the price at which they want to trade and will then trade those odds on acceptance whilst the event is in play. The Investment Advisor should be considered as representing a long volatility strategy and therefore should be expected to perform incrementally in a volatile environment. When the prices on the betting exchanges are volatile, the investment advisor is presented with opportunity. Operating on a discretionary basis, with the input of technical indicators, fundamental analysis and money management techniques the trader invests for short to medium term with commensurate volume and order activity implications. The Investment Advisor will seek to achieve its objective by trading and investing on agreed sports betting exchanges. The Investment Manager at their sole and absolute discretion may invest in related sports exchange traded funds, platforms sports exchange traded products, or similar liquidity providers. The Investment Advisor will trade long and short sports strategies that will have a directional component, as well as spread trading, and arbitrage and relative value strategies on sports betting exchanges. The Investment Advisor will utilise medium and short term time frames including opportunistic intraday trading. 6. INVESTMENT STRATEGY Trade decisions on agreed sports betting exchanges made by the Investment Advisor will be made through analysing the sports markets using a combination of technical and fundamental inputs in a structured way.


Firstly historic data from the exchanges are processed through the “Centaur SI: Stats”, a bespoke system that is the back-end to the trading platform. The historic data from the exchange reflects up to 10 years of event prices. From this the Centaur SI: Stats poses a number of “what if” questions and scenarios based on firstly pre-event analysis and secondly, and once the event has started, live event analysis. The system gives out trade probabilities. Pre-event the Centaur SI: Stats looks for probability outputs on any sporting events. From this a team of analysts will then fundamentally review the technical data and initiate a pre-event recommendation to the trader(s) via levels, signals, weekly reports, underlying levels, with the ability to produce 1hr, daily, weekly, monthly analysis feedback. The trader(s) has the option of entering the market pre- event or holding off until the live event. During the selected live event a position is monitored and increased, if already initiated, or entered into on that event. The trade size is determined on recent news, volatility of the price and liquidity in the market. The Centaur Stats: SI regenerates its algorithms on a minute by minute basis, updating parameters and probabilities on any sporting event where there is historical data. The Investment Advisor may use a variety of technical analyses such as moving averages, Fibonacci levels, Relative strength, MACD and volume/price relationships for trade entry and exit levels and or similar pricing models utilizing, weather, surface, team form, player form, trends, probabilities, historicals, trend output calculators and other methods to ascertain trade price value. 6.1 CONCENTRATION The Investment Advisor does not target market weightings across the investment spectrum and therefore has no position pressures to unduly influence either trade or time period considerations. The Investment Advisor is focussed on the European, US and Asian time zones trading global sports markets as value and experience dictates. 6.2 EXCHANGE The Investment Advisor will solely utilize recognized sports exchanges in accessing trade liquidity. The Investment Manager may utilize authorized liquidity providers in portfolio positioning. 6.3 OVERNIGHT DEPOSITS The Investment Manager may deposit overnight monies in bank/brokerage accounts to utilise overnight deposit facilities. For longer term cash holdings, the Manager may invest in other money market instruments. 7. RESTRICTIONS 7.1 INVESTMENT RESTRICTIONS The Cell will not: (i) Invest more than 20% per cent of its gross assets in investments of any one event at any one

time. (ii) Take or seek to take legal or management control of any entity in which it invests; (iii) Invest more than 20 per cent of the gross assets of the Cell in the units or shares of other

collective investment schemes;


(iv) Invest in real property or physical commodities; and (v) The Cell will not have any side pockets. The restrictions (i), (iii) and (iv) above apply as at the date of the relevant transaction or commitment to invest. Changes in the investment portfolio of the Cell will not have to be effected merely because any of the limits contained in such restrictions would be breached as a result of any appreciation or depreciation in value, or by any reason of the receipt of any right, bonus or benefit in the nature of capital or of any scheme or arrangement for amalgamation, reconstruction or exchange or by reason of any other action affecting every holder of the relevant investment. However, no further relevant investments will be acquired until the limits are again complied with. In the event that any of the investment restrictions are inadvertently breached, the Investment Advisor will take immediate corrective action to rectify the breach. The Investment Advisor will execute transactions in investments on agreed sports betting exchanges (and any other such sports betting exchanges or platforms as the Investment Manager and Investment Advisor may agree) in respect of the assets of this Cell. The decision in relation to cash management (overnight deposits, etc) and acquiring investments elated sports exchange traded funds or platforms, or similar liquidity providers will be at the sole and absolute discretion of the Investment Manager. 7.2 BORROWING/LEVERAGE RESRICTIONS The Cell does not Borrow nor will it use Leverage. 8. RISK MANAGEMENT The Investment Manager is responsible for the risk management of the Cell. The Investment Advisor looks for Investment and trading opportunities in global professional sporting activities with the main focus on the sports exchange traded markets. The Investment Advisor looks for trades with attractive risk reward characteristics and ratios. Stop and limit orders may be executed against both profitable and loss making positions based on money management principals, fundamental news and technical inspired price levels. Due to the discretionary trading approach of the Investment Advisor and the short to medium term nature of positions entered, risk management techniques employed are protective in nature. The Investment Advisor will position and trade the portfolio which may be diversified across different markets globally but will be focused on a limited number of strategies which are identified and perceived to have a high expected return for the risk taken. The Investment Advisor will initiate, increase, reduce or exit positions based on a number of risk analyses techniques and inputs including Value at Risk consideration at all levels of position exposure, margin to Net Asset Value exposure limitations both Intra-day and overnight as well as daily and monthly loss limits across the portfolio. The Investment Advisor will enter positions with the intention of maintaining them for the short to medium term, unless unexpected market movements or events or new information or analysis make it prudent to exit the positions in order to realise profits, or to stop or avoid losses.


IMPORTANT CONSIDERATIONS The Cell may hold a limited number of investment positions. Investors must recognise that there are inherent limitations on all descriptions of trading methods due to the complexity, confidentiality and, in the case of the discretionary features of such approaches, the indefinite nature of such methods. In addition, the description of the trading strategies must be qualified by the fact that trading approaches are continually changing, as are the events in the underlying sports betting exchanges. THERE CAN BE NO ASSURANCES THAT THE CELL’S INVESTMENT OBJECTIVE WILL BE ACHIEVED. THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE DESCRIPTION OF CERTAIN RISKS INHERENT TO THE CELL'S STRATEGY AND INVESTMENT TECHNIQUES.


SECTION 4 CUSTODIAN ARRANGEMENTS

9. CUSTODIAN The Company has appointed Credit Suisse (Gibraltar) Limited (“Credit Suisse” and/or the “Custodian”) of Neptune House, Marina Bay, Gibraltar to act as the Custodian for the Company. The Custodian has been appointed on behalf of and pursuant to an agreement that has been entered into between the Custodian and the Company on or around the 15th February 2010. In accordance with the Financial Services (Experienced Investor Funds) Regulations 2005, Credit Suisse in its capacity as Custodian will act as the Company’s depositary. The Company may, from time to time, appoint a broker and/or brokers to act for the Company’s Cells. If appointed the broker and/or brokers may, at the discretion of the Investment Manager, hold cash and/or investments on behalf of the Cells. If a broker has been appointed the details of appointment and responsibilities and actions of the broker will be detailed in each applicable Part B document of this Private Information Memorandum. Credit Suisse is authorised under Gibraltar’s Financial Services (Banking) Act for deposit taking business and is also authorised to conduct investment business. Credit Suisse is also licensed to act as a Collective Investment Scheme Custodian, licence number FSC00016B. Credit Suisse is a member of the Credit Suisse group of banks. Credit Suisse will provide safe custody services to the Cell (referred to as the “Fund” by Credit Suisse) subject to clause 14 of a custody agreement, that states the following: “If the Fund appoints other parties (“Co-Custodians”) to hold assets and other property belonging to the Fund, and such parties are not appointed by Credit Suisse, the Fund agrees to advise all investors in writing before or at the time of subscription to the Fund of the existence of these parties and shall specifically refer to this clause in any offering document or memorandum of the Fund. All risks and consequences that might result for Credit Suisse from such appointment shall be borne by the Fund. Credit Suisse bears no liability nor provides any guarantees whatsoever for the performance of any obligations on the part of the Co-Custodian, its affiliates, agents or representatives. In particular but without prejudice to the generality of the foregoing, Credit Suisse shall not be liable for any failure on the part of the Co-Custodian, its affiliates, agents or representatives to pay outstanding cash or other assets due to the Fund and/or failure to deal properly with corporate actions relating to the assets and other property held by the Co-Custodian. The Fund hereby holds harmless and indemnifies and keeps indemnified Credit Suisse and its officers and employees from and against all liabilities, costs and damages of any kind (including, for the avoidance of doubt, all legal expenses incidental thereto) that may be incurred by any of them and all actions or proceedings that may be brought by or against them, as a result of the appointment of a Co-Custodian under this clause 14.” The agreement provides that Credit Suisse may alter the fees at any time. The Custodian will not provide any other services or perform any other functions except safekeeping and the usual administrative matters relating to the safekeeping of assets of the Cell, and will have no other duties or responsibilities relating to the Cell; for example the Custodian will not provide advisory services or asset management services nor will it monitor investment management activities or investment strategies of the Cell. The Custodian shall not supervise or control the activities of the Board of Directors, Investment Manager or the Administrator of the Cell. The Custodian does not warrant the contents of the relevant fund-documentation nor will it be involved in the management, administration or Net Asset Value calculation of the Cell. The Custodian does not act as sponsor or


promoter of the Cell; therefore, the Custodian does not assume any liability for negligent or willful misconduct of the Directors, Investment Manager or Administrator and potential investors should not rely on the Custodian in deciding whether or not to invest in the Cell. The Cell may appoint additional depositaries in the future if the Directors deem that this would assist the running of the Cell. Any custodian will be responsible solely for the assets that it holds in custody. The Cell may remove the Custodian in accordance with the custody agreement between the parties. If the Directors deem it necessary, the Cell may enter into a credit facility agreement with Credit Suisse whereby Credit Suisse may make available to the Cell a revolving credit facility in the current account for the purposes of enabling it to manage a temporary mis-match between cash flows of investments which are redeemed and investments which are purchased, and to manage a temporary mis-match of investor subscriptions and redemptions. The credit facility can, subject to the terms and conditions of the documentation relating thereto, be drawn upon and repaid and prepaid from time to time and contains a number of conditions precedent, representations and warranties, undertakings, events of default, indemnities and other terms and conditions which are customary in loan facilities of this nature. Outstanding loans under the credit facility will bear interest at a rate established by Credit Suisse from time to time. Accrued (debit and credit) interest shall be paid on a monthly basis. The obligations of the Cell to Credit Suisse, in connection with the credit facility will be secured by the assets in which the Cell invests from time to time. Those assets will be required to be deposited with the Co-Custodian or with a third party acceptable to Credit Suisse.


SECTION 5

RISK FACTORS 10. INVESTMENT RISKS An investment in the Cell involves significant risks not associated with other investment vehicles and is suitable only for persons of adequate financial means who have no need for liquidity in this investment. There can be no assurances or guarantees that (i) the investment objectives will prove successful or (ii) investors will not lose a portion or all of their investment in the Cell. As with any investment, the value of an investment in the Cell may decrease as well as increase, depending on a variety of factors which may affect the values of the Cell’s portfolio of assets, including general economic conditions, market factors and currency exchange rates. Additionally, investment decisions made by the Investment Advisor will not always be profitable or prove to have been correct. It should be noted that the Cell and/or the Company will not be liable to the investors for special, indirect or consequential damage or for lost profits or loss of business. Investment in the Cell carries a very high degree of risk. The following does not purport to be exhaustive and potential investors should review this Private Information Memorandum carefully and in its entirety and consult with their professional advisors before making an application for Participation Shares. 10.1 DEPENDENCE UPON THE INVESTMENT ADVISOR AND INVESTMENT

MANAGER The Cell’s success will depend on the management, skill and acumen of the Investment Advisor and the Investment Manager. If some of the personnel employed by the Investment Advisor and/or the Investment Manager should leave, become incompetent, disabled, die or otherwise cease to participate in the Cell’s management, the Investment Advisor’s and/or the Investment Manager’s ability to select attractive investments and/or manage the Cells portfolio could be severely impaired. 10.2 FOREIGN JURISDICTIONAL AND RECOGNITION OF SEGREGATED

PORTFOLIOS The Company is established as a segregated portfolio company under Gibraltar’s PCC Act. As a matter of Gibraltar law, the assets of one segregated portfolio will not be available to meet the liabilities of another. However, the Company is a single legal entity which may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognise such segregation and in such circumstances the assets of one cell may be exposed to the liabilities of another. At the date hereof, the Directors are not aware of any such jurisdictions or any such existing contingent or actual liabilities. In the event that the Directors, or the Company’s service providers, fail to keep the portfolios of the Company properly segregated, or in the event that proceedings against the Company are started in a jurisdiction which does not recognise the asset segregation of segregated portfolios, it may transpire that certain assets attributable to a cell are available to meet all of the liabilities of the Company, regardless of the cell to which such assets or liabilities are attributable.


10.3 NO PARTICIPATION IN MANAGEMENT The overall management of the Company’s operations is vested solely in the Directors and the investment management decisions and function have been delegated by them to the Investment Manager who in-turn has delegated the day-to-day running of the Cell to the Investment Advisor (who will operate under the monitoring and supervision of the Investment Manager). The Shareholders have no right to take part in the conduct or control of the business of the Cell and/or the Company. In connection with the management of the Cell’s and/or the Company’s business, the Directors and the Investment Manager and its principals will devote only such time to Cell and/or Company matters as they, in their sole discretion, deem appropriate. 10.4 LIMITATION OF LIABILITY AND INDEMNIFICATION AND

INDEMNIFICATION OF THE INVESTMENT MANAGER AND THE INVESTMENT ADVISOR

The Investment Management Agreement between the Company and the Investment Manager and the Trading Agreement between the Investment Manager and the Investment Advisor indemnifies the Investment Manager and the Investment Advisor against and shall not be liable for, any loss or liability incurred in connection with the affairs of the Cell and/or the Company, so long as such loss or liability arose from acts performed in good faith and not involving gross negligence or wilful misconduct. 10.5 HEDGING TRANSACTIONS The Investment Advisor is not obligated to establish hedges for portfolio positions and may not do so. To the extent that hedging transactions are effected, their success is dependent on the Investment Advisor’s ability to correctly predict movements in the direction of currency rates, interest rates, commodities and the equity markets. 10.6 VOLATILITY The profitability of the Cell substantially depends upon the Investment Advisor correctly assessing the value and future price movements of sports exchanges. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results in future periods. Variance in the degree of volatility of the sports market from the Cell’s expectations may produce significant losses to the Cell. 10.7 BORROWING/LEVERAGE The Cell will not borrow or use leverage. The investment positions are on a mark to market basis only. The product is not a leveraged product and the Cell’s portfolio is not leveraged. 10.8 LIQUDITY From time to time, the counter parties with which the Cell effects transactions might cease making markets or quoting prices in certain sporting events. In such instances, the Cell might be unable to enter into a desired transaction in sports events, or to enter into any offsetting transaction with respect to an open position, which might adversely affect its performance. Similarly, it may not always be possible for the Cell to execute a buy or sell order on the sports exchanges at the desired price or to liquidate an open position either due to market conditions. If trading on a sports exchange


is suspended or restricted, the Cell may not be able to execute trades or close out positions on terms which the Investment Advisor believes are desirable. 10.9 SOVEREIGN DEFAULT RISK AND RISKS OF GOVERNMENT

INTERVENTION The prices of instruments in which the Cell may trade or invest are subject to certain risks arising from government regulation of or intervention in the markets, through regulation of the local market, restrictions on foreign investments by residents or limits on inflows of investment funds. Such regulation or intervention could adversely affect the Cell’s performance. Dealing by the Cell in investments issued or guaranteed by sovereign governmental entities also presents risk of loss in the event of default by a government or governmental entity. 10.10 MARKET RISK The investments of the Cell are subject to normal market fluctuations and the risks inherent in investments in sports betting instruments and there can be no assurances that appreciation will occur. The price of the Cell’s Participation Shares can go down as well as up and investors may not realise their initial investment. 10.11 EXCHANGE RISKS The sports markets in different countries will have different clearance and settlement procedures for trades or transactions and in certain markets there have been times when settlements have been unable to keep pace with the volume of transactions, thereby making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when assets of the Cell are not invested and no return is earned thereon. The inability of the Cell to make intended trades or transactions due to settlement problems could cause the Cell to miss attractive investment opportunities. 10.12 POSITION LIMITS Many exchanges have established limits, referred to as “position limits”, on the maximum net long or net short positions which any person may hold or control, in particular. Although it is possible that the trading decisions of the Investment Advisor may have to be modified and that positions held by the Cell may have to be liquidated in order to avoid exceeding such limits, the Investment Manager believes that this is unlikely. If it is required, however, the modification of trading decisions or the elimination of open positions may adversely affect the profitability of the Cell and, consequently, the Net Asset Value of the Cell. 10.13 FEES AND EXPENSES Whether or not the Cell is profitable, it is required to pay fees and expenses including organisation and offering expenses, transaction fees, Custody, administrative, investment management and operating expenses, although Custodian, administrative and investment management expenses are related to the Net Asset Value of the Cell.


10.14 POSSIBLE INDEMNIFICATION OBLIGATIONS The Cell and/or the Company is generally obligated to indemnify the Directors, the Investment Advisor, the Investment Manager, the Administrator and the Custodian, under the various agreements entered into with such persons against certain liabilities they or their respective affiliates may incur in connection with their relationship with the Cell and/or the Company. 10.15 CONCENTRATION OF INVESTMENTS Although the Investment Advisor may follow a general policy of diversification of the capital attributable to the Cell, the Investment Advisor may hold a few, relatively large equity or other positions in relation to the capital attributable to the Cell. Consequently, a loss in any such position could result in a proportionately higher reduction in the Net Asset Value of the Cell than if the Cell’s capital had been spread among a wider number of equity or other positions. 10.16 CURRENCY RISK The Net Asset Value of the Cell will be calculated in Sterling, whereas the Cell’s investments may be acquired in other currencies. The value in terms of Sterling of such investments, which may be designated in any currency, may rise and fall due to exchange rate fluctuations of individual currencies. Adverse movements in currency exchange rates can result in a decrease in return and loss of capital. It may be possible or practicable to hedge against the consequent currency risk exposure. 10.17 LIMITED LIQUIDITY OF SHARES While a Shareholder may transfer their shares in accordance with the terms of this Part B Private Information Memorandum, no shares may be transferred directly or indirectly to a U.S. person. The Directors do not anticipate that an active secondary market will develop in the shares of the Cell. The Cell also has the right to suspend redemption of shares in the circumstances described in this Part B Private Information Memorandum. 10.18 DISTRIBUTION POLICY The Articles empower the Directors to declare dividends in respect of any shares in the Cell out of net income (including dividend and interest income) and the excess of realised and unrealised capital gains over realised and unrealised losses in respect of investments of the Cell. Accordingly, while it is the current intention of the Directors not to declare dividends and to reinvest in the Cell any amounts available for distribution, dividends in cash or in kind may be declared by the Directors at their discretion. 10.19 FURTHER RISK These Risk Warnings cannot and do not disclose all risks associated with the underlying activity of the Managers involving which involves betting. All form of betting involves a high degree of risk and the size of any profit is variable. It is always in the best interests of any potential investor to fully understand the risks involved before investing in the Company.


10.20 BETTING EXCHANGE RISKS Once the Cell’s offer for a bet is accepted, the Cell will not be able to change the terms of its offer even if it had intended to cancel the offer but failed to do so or the message to the betting exchange to cancel the offer was not received and processed or there was a delay in the transmission of the offer from the Investment Advisor to the Investment Manager. Most betting exchanges such as Betfair or BetDaq have a discretion to suspend betting on any market earlier than anticipated and/or void certain bets or a market in its entirety. Such actions, if taken, could prejudice the performance of the Cell. Similarly the exchanges cannot guarantee that every offer displayed as outstanding will be available for the Cell’s acceptance. All or part of the offer of a bet displayed as available on any exchange at specific odds or price may be successfully cancelled by one or more counterparties before the Company’s acceptance is processed. 11. REGULATORY RISKS 11.1 REGULATORY APPROVAL The Company’s activities do not currently fall within the scope of any activity currently regulated by the Gambling Commissioner (Gibraltar Regulatory Authority). It is not possible to predict whether any such regulation will be introduced in the future although none is currently foreseen. Any amendments to Gaming Law in Gibraltar that may affect the Company will be considered by the Directors who will always act in the best interests of the Company. 11.2 STRATEGY RESTRICTIONS Certain institutions may be restricted from directly utilising investment strategies of the type the Cell may engage in. Such institutions should consult their own advisors, counsel and accountants. 11.3 TRADING LIMITATIONS For all sports events traded on an exchange, the exchange generally has the right to suspend or limit trading under certain circumstances. Such suspensions or limits could render certain strategies difficult to complete or continue and subject the Cell to suffer loss. Also, such a suspension could render it impossible for the Investment Advisor to liquidate positions and thereby expose the Cell to potential losses. 11.4 TAX RISK As the Company is an Experienced Investor Fund, the Company will obtain from the Commissioner of Income Tax of a certificate of exemption from Gibraltar income tax on investment income under the Income Tax (Allowances, Deductions and Exemptions) Rules 1992. As long as the Company maintains a certificate of exemption from the Commissioner of Income Tax and it maintains its exemption, there are no deductions of any withholding taxes to shareholders not resident in Gibraltar for Gibraltar income tax purposes. No death duties, capital gains tax, gift, inheritance or capital transfer taxes are levied in Gibraltar.


The Cell may invest in securities sourced in countries other than Gibraltar. Income derived from the underlying investments of the Company and/or any of its Cells may be subject to local taxation in the country where those investments are situated. The Shareholders in the Company may be resident for tax purposes in many different countries and, accordingly, no attempt is made in this Private Information Memorandum to summarise the tax consequences for every investor who might become a Shareholder in the Cell and/or the Company. Prospective investors should therefore consult their professional advisors on the possible tax consequences of subscribing for, acquiring, holding, transferring or redeeming Shares under the laws of their country of citizenship, residence, domicile or incorporation. 11.5 ENFORCEMENT OF LEGAL RIGHTS The Company is organised under the laws of Gibraltar. As a result, it may not be possible for investors to effect service of process within their jurisdiction upon the Cell and/or the Company or certain of the other persons named herein. All or a substantial portion of the assets of the foregoing persons may be located outside of the jurisdiction of the investor and, as a result, it may not be possible to satisfy a judgment against any of such persons in the investor’s jurisdiction or to enforce a judgment obtained in the investor’s jurisdiction against such persons. 11.6 INCREASED REGULATION OF FINANCIAL MARKETS Substantial additional regulation on the financial markets may be imposed at any time in the future. Although it is not possible to predict what, if any, regulatory changes will in fact be imposed, any such regulations could significantly impair the liquidity of the market or restrict the Cell and/or the Company’s access to such markets. 11.7 REGULATORY SUPERVISION The Cell’s investments will not be monitored or supervised by any regulatory body, however, the Company and its Administrator are subject to the authority of the Financial Services Commission of Gibraltar. 12. CONFLICTS OF INTEREST 12.1 GENERAL The Investment Advisor and Investment Manager are accountable to the Company in a fiduciary capacity and, consequently, must exercise good faith and integrity in handling the business of the Cell and/or Company. Nevertheless, in the conduct of such business, conflicts may arise between the interests of the Investment Advisor and Investment Manager and those of investors, and you should be aware of these conflicts of interest before investing. 12.2 NO OBLIGATION OF FULL-TIME SERVICE The Investment Advisor and/or Investment Manager have no obligation to devote its full time or substantial time to the business of the Cell and/or the Company. It is only required to devote such time and attention to the affairs of the Cell and/or the Company as it decides is appropriate and it may engage in other activities or ventures, including competing ventures and/or unrelated


employment, which result in various conflicts of interest between such persons and the Cell and/or the Company. 12.3 ADVISORY SERVICES TO OTHERS The Investment Advisor and/or the Investment Manager and/or its managers, members, officers, affiliates and employees may provide investment advice to other parties and may manage other accounts and private investment vehicles similar to the Company. 12.4 DIVERSE SHAREHOLDERS The Shareholders are expected to include taxable and tax-exempt entities and persons or entities resident of or organised in various jurisdictions. As a result, conflicts of interest may arise in connection with decisions made by the Investment Advisor and/or the Investment Manager that may be more beneficial for one type of Shareholder. In making such decisions, the Investment Advisor and/or the Investment Manager intends to consider the investment objectives of the Cell as a whole, not the investment objectives of any Shareholder individually. 12.5 USE OF THIRD PARTY MARKETERS The Investment Advisor and/or the Investment Manager may enter into fee sharing arrangements with third party marketers or solicitors who refer investors to the Company. Such third party marketers may have a conflict of interest in advising prospective investors whether to purchase or redeem Shares. THE ABOVE LIST OF RISK FACTORS DOES NOT CONSTITUTE A COMPLETE LISTING OR EXPLANATION OF THE RISKS INVOLVED IN AN INVESTMENT IN THE CELL AND/OR THE COMPANY. POTENTIAL INVESTORS SHOULD READ THE ENTIRE PRIVATE INFORMATION MEMORANDUM (INCLUDING THE PART B DOCUMENT) AND CONSULT THEIR OWN ADVISORS BEFORE PURCHASING SHARES. YOUR ATTENTION IS ALSO DRAWN TO THE RISKS SET OUT IN THE PRIVATE INFORMATION MEMORANDUM OF THE COMPANY DATED 25th JUNE 2008 (AMENDED 1 5th FEBRUARY 2010.)


SECTION 6

METHOD OF VALUATIONS 13. NET ASSET VALUE The Net Asset Value will be calculated separately for each series of Participation Shares on each Valuation Day. The Net Asset Value per Participation Share for each series is determined by dividing the Net Asset Value of each series by the number of Participation Shares outstanding for that series. In accordance with the Company’s Memorandum and Articles of Association the Cell’s Net Asset Value shall be calculated by the Administrator of the Company on an accruals basis of accounting as at the close of business on each Valuation Day or at other such times as the Directors may determine. The value of the assets and liabilities attributable to the Cell and the method of valuation of such assets and liabilities shall be determined by the Directors (which may consult with and rely on the advice of the Investment Manager or the Administrator). The Company’s (and the Cell’s) financial statements are to be prepared in accordance with International Financial Reporting Standards and in accordance with the following:

• Unsettled bets (open bets) will be valued on a cost basis. • Settled bets (realised bets) will be valued on a cash basis.

• Any investments (betting or otherwise) not denominated in GBP Sterling shall be translated

into GBP Sterling at prevailing exchange rates as the Investment Manager in consultation with the Board of Directors may reasonably determine.

The NAV per Participation Share of the Cell shall be calculated by: (1) Ascertaining the NAV of the Cell as at each Valuation Day or at other such time as the

Directors may determine; (2) Dividing the resulting NAV by the number of issued Participation Shares in the Cell

outstanding (including the Participation Shares (if any) being redeemed on the Dealing Day following such Valuation Day and the effect of Nominal Shares) and;

(3) Rounding the resulting NAV per Participating Share to the nearest whole Cent and in the case

of fractions of 0.005 and more, rounding up. The Company is a protected cell company that is governed by the rules and regulations of the PCC Act. In accordance with the rules and regulations of the PCC Act all assets and liabilities of the Cell and income and expenditure of the Cell shall be the property of the Cell. The general income and expenditure of the Company, not directly attributable to a particular cell of the Company, shall be borne by each cell in proportion to the Net Asset Values of the cells. Thus the Shareholders will not have any interest in any assets or liabilities of any other cell of the Company other than the cell attributable to the shares in the cell held by them.


The determination of the NAV per Participation Share of the Cell shall be examined and reported thereon by the Company's auditors as part of the audit of the Company’s affairs for that financial reporting period and as of the Company’s Financial Reporting Date. The Company’s financial statements, presenting all assets, liabilities, income and expenses of the Company and the Cell, shall be made available at the registered office of the Administrator as soon as possible after each Financial Reporting Date. In the event that there is a disagreement between the Directors and the Auditors regarding any such determination and the Directors and the Auditors are unable to reach agreement, the final determination shall be made by the Directors. In such a case, the Auditors shall express any differing opinion in their report. 14. VALUATION OF ASSETS AND LIABILITIES OF THE CELL The value of the assets and liabilities attributable to each Cell and the method of valuation of such assets and liabilities shall be determined by the Directors (which may consult with and rely on the advice of the Investment Manager or the Administrator). The Company’s financial statements are to be prepared in accordance with International Financial Reporting Standards. The assets of the Cell shall be deemed to include the following: (1) all financial assets; (2) all cash on hand, on deposit, including any interest accrued thereon; (3) all bills and demand notes and accounts receivable (including proceeds of financial instruments

sold but not delivered); (4) all interest accrued on any interest-bearing financial instruments owned by the Cell, except to

the extent that the same is included or reflected in the principal amount of such financial instruments;

(5) the start-up and operating expenses of the Company insofar as the same have not been amortised; and

(6) all other assets of every kind and nature, including, without limitation, prepaid expenses. The liabilities of the Cell shall be deemed to include the following: (1) all financial liabilities; (2) all loans (if any), bills and accounts payable; (3) all accrued or payable expenses (including all fees payable to the Administrator, Custodian,

Investment Manager, or any other service provider and any of their agents, as well as any allowance for estimated annual audit fees, directors fees, legal fees and other fees);

(4) all known liabilities, present and future, including, without limitation, all matured contractual

obligations for payments of money or property;


(5) an appropriate provision for taxes due and future taxes to be assessed on the basis of the current year’s results and year-end NAV calculation; and

(6) all other liabilities of the Cell of whatsoever kind and nature for which reserves are determined to be required by the Directors.

In determining the amount of liabilities of the Cell the Directors, at their absolute discretion, of a regular or recurring nature on an estimated figure for yearly or other periods in advance and accrue the same in equal proportions over any such period. The Directors, in consultation with the Administrator, shall be entitled to adopt an alternative method of valuation in relation to any particular asset or liability if the Directors consider, on the advice of the Investment Manager and/or the Administrator, that the method of valuation otherwise provided for in the Memorandum and Articles of Association does not provide a fair valuation of that asset. For full details of the method of valuation, and rules regarding recognition and derecognition, of the financial assets and liabilities of the Cell please refer to the Company’s Memorandum and Articles of Association and Private Information Memorandum.


SECTION 7

INVESTOR INFORMATION 15. ANNUAL REPORTS The Company will provide annual audited financial statements to the Shareholders within 6 months of the end of each Financial Reporting Date of the Company. The Financial Reporting Date of the Company will occur annually on 31 December. While the Directors of the Company will endeavour to provide audited financial statements within the time deadlines stated, the Director and/the Company shall not be held liable for any delays in providing the relevant reports and/or publishing the relevant information which result from unexpected contingencies, such as delays in receiving necessary information from which to prepare such reports or information; equipment failure; fire or other physical damage to office or equipment; power failures or acts of God. 16. ENQUIRIES Enquiries concerning the Cell and its Shares (including information concerning subscription and valuation of the Shares) should be directed to: The Board of Directors The Quay Umbrella Fund PCC Limited P.O. Box 64 6A Queensway Gibraltar


SECTION 8

ADDITIONAL INFORMATION 17. MATERIAL CONTRACTS Trading Agreement between the Investment Manager and the Investment Advisor specifies the terms whereby the Investment Advisor agrees to act as Investment Advisor for the Cell. This Agreement shall continue in force until determined by either party giving written notice as will be provided for in the respective agreements. Further details in relation to the terms and conditions of the Agreement are detailed as per Section 2 of this Part B Private Information Memorandum. 18. CONTACT DETAILS INVESTMENT ADVISOR Centaur Global Limited

City Tower, 2nd Floor 40 Basinghall Street London, EC2V 5DN United Kingdom

Galileo Prospectus

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Transcript of Galileo Prospectus