Guernsey: Investment Management - Setting Up And Operating In Guernsey

INVESTMENT FUNDS

Acero TMT Offshore Fund, Ltd.

This Fund's objective is to grow and preserve capital through investments in the telecommunications, media and technology industries, while minimising overall risk. The strategy is based on the premise that the ever-changing environment for telecommunications and media products and services, and the related changes in technology requirements represent a significant investment opportunity for a sustained period of time. The Investment Manager continuously monitors developments within sectors and effectively selects attractive investment candidates through rigorous research driven fundamental analysis.

Aladdin Ottimo Conduit Fund

A Cayman trust feeder to a Delaware LLC master, this fund invests in the preferred shares of a Cayman structured finance vehicle (Ottimo Funding Ltd.). The Conduit will invest in residential mortgage-backed securities (the "Eligible Securities") satisfying certain eligibility criteria consistent with the requirements for debt ratings assigned to the debt issued by the Conduit.

Binjai Hill

This Cayman master/feeder fund's investment objective (indirectly through its interest in the Master Fund) is to maximise absolute returns with moderate volatility. The master fund aims to achieve its investment objective through investments in the securities of high-quality smaller and mid-cap companies which are listed, quoted or traded on stock exchanges and over-the-counter ("OTC") markets in Asia Ex- Japan.

Castle Property Company Limited

Ogier acted as Guernsey legal adviser on the establishment of this closed-ended, registered, Guernsey investment fund. This US$150 million fund was established to invest in a diversified portfolio of real estate assets in Egypt.

Dominion Chic Fund

Ogier acted as Guernsey legal adviser to Dominion Fund Management Limited on the establishment of "Dominion Chic Fund Limited" in Guernsey; an open-ended investment fund listed on the Irish Stock Exchange. The fund is the world's first retail investment fund to cover comprehensively the fashion, luxury goods and services sector with a target of £1billion in subscriptions set for the first 18 months. Chic will invest in a range of the world's top branded names such as Burberry, Apple, Hermés, L'Oreal, BMW and Sony and has attracted widespread international media coverage.

Dry Brook Credit Opportunities Fund, Ltd.

This fund invests in a diversified portfolio of credit-based instruments primarily in high-grade, high-yield, distressed and bankrupt segments of the market. The Investment Manager's initial focus will be on North American securities and other instruments, but may include Europe, Asia and other non-U.S. markets.

Gabelli Capital Structure Arbitrage, Ltd.

This Cayman master/feeder fund opportunistically allocates capital among various strategies to create the best risk/reward profile for the Fund. Portfolio holdings may include positions designed to provide non-directional, leveraged exposure to senior/subordinated debt, preferred/common stock, derivatives, merger arbitrage, convertible arbitrage, fixed income arbitrage, long/short equity pairs trading, volatility arbitrage and distressed investments.

Grey K Environmental Offshore Fund II, Ltd

Ogier acted as Cayman counsel for this fund which makes structured investments in the environmental markets by investing the Fund's assets in a diversified portfolio of environmental products. Environmental products include emissions credits providing the right to emit a specific substance during a specific time period and the rights to receive credits which may be generated by projects.

Halbis US Credit Alpha Offshore Fund, Ltd.

Ogier acted as Cayman counsel on the establishment of this Cayman master/feeder fund, which is managed by Halbis Capital Management (USA) Inc., a wholly owned indirect subsidiary of HSBC Holdings plc. The fund invests primarily in a diversified portfolio of obligations and instruments related to the performance of US based corporations.

Ironshield Special Situation Fund

Ogier acted as Cayman counsel in the establishment of a master/feeder structure which seeks to achieve high absolute returns by investing in special situations, primarily in Europe with a focus on distressed, stressed and leveraged credit investments and distressed, value or event-driven equity situations. This innovative investment strategy commonly involves acquiring securities of companies that are experiencing restructurings, workouts and liquidations or other abnormal corporate events.

Kelusa Asian Discipline Master Fund, Ltd.

This Cayman-domiciled fund is structured to seek superior long-term capital appreciation through investment primarily in corporate equity and debt securities of companies in Asia and financial instruments related to Asian markets.

MBA Multistrategy Investment Fund

Ogier acted as Cayman counsel in the establishment of this stand-alone umbrella-type open ended investment company, which invests in a wide array of Argentine and Latin American assets including external sovereign debt instruments.

Mid Europe Fund III LP

Ogier acted as Guernsey legal adviser on the establishment of Mid Europa Fund III LP, the largest Central European buyout fund, in excess of €1 billion. The fund manager was Mid Europa Partners, a private equity firm that specialises in the buyouts in Central Europe. Mid Europa Fund III LP was its third successful fund, which was launched in May 2007. Mid Europa, which operates from London, Budapest and Warsaw, is to invest between €50 million and €200 million in cash-flow generative companies with enterprise values of up to €1 billion. It was expected to achieve €1.5 billion of capital commitments in the 4th quarter of 2007.

FUND OF FUNDS

Audubon Partners, Ltd.

A Cayman registered fund of funds is managed by Corbin Capital Partners LP. The Fund operates as a fund of funds and invests through Portfolio Managers and Portfolio Funds across a range of strategies weighted towards lower volatility. Underlying investments comprise a diversified portfolio of securities including securities of U.S. and non-U.S. corporations.

INVESTMENT MANAGERS

Dexion Absolute Limited

Ogier acted as Guernsey legal adviser in the placing of C Shares for Dexion Absolute Limited which was originally launched in 2002 and is listed on the London Stock Exchange. The Placing and Offer for Subscription of C Shares was significantly oversubscribed which resulted in the Board determining, after consultation with the Placing Agents and the Investment Adviser, to increase the maximum Issue size from US$750 million to US$950 million, at which level the Issue remains oversubscribed. As a result of the Issue, the Company will have aggregate net assets of approximately US$2.78 billion (£1.35 billion) and will be the world's largest listed closed-ended hedge fund product.

ETHEMBA Capital No 1 L.P

This is a closed ended structure replicated now through ETHEMBA Capital No 2 L.P., ETHEMBA Capital No 3 L.P. and ETHEMBA Capital No 4 L.P. The entities seek investment opportunities of a venture capital type, the first structure having purchased a controlling interest in a pharmaceutical business in Egypt. The other capital raising vehicles have entered into preliminary investment deals or conditional transactions to acquire other businesses.

Royalton Capital Investors II, LP

Ogier acted as Guernsey legal adviser on the establishment of Capital Investors II LP, a closed-ended Guernsey limited partnership. This €300 million investment fund was established to invest in private equity companies in Central and Eastern Europe.

LISTINGS

Bramdean Alternatives Limited

Ogier acted as Guernsey legal adviser to Bramdean Asset Management LLP on the establishment of this closed-ended Guernsey investment company which was listed on the London Stock Exchange. The investment objective is to invest in a diversified portfolio of private equity funds, hedge funds and other speciality funds.

European Special Opportunities Fund I Ltd and Master Fund Ltd

The funds are both Cayman companies and are organised in a master-feeder structure and are registered with the Cayman Islands Monetary Authority. The shares of both funds are listed on the Cayman Islands Stock Exchange. The funds focus on multiple investment strategies in Europe incluing illiquid investments (investment opportunities not traded through securities exchanges or organised brokerage networks), principally Private Equity and Private Debt and liquid or quasi liquid investments.

Gottex Fund Management Limited CHF

Ogier acted on the listing of Gottex Fund Management Holdings Limited (GFMH), a Guernsey registered company on the Swiss Stock Exchange, with a market capitalisation of CHF 2.196 billion (approximately US$2 billion) marking it the largest listing on the Swiss Stock Exchange in 2007. GFMH is a leading independent global alternative investment management group whose core business is the provision of investment management services to a diversified range of funds of hedge funds.

Northern European Properties Limited

Ogier acted alongside Ashurst in relation to a £350 million IPO of Northern European Properties (a Jersey company) on AIM in 2006. In December 2007 Northern European Properties also listed on Euronext Amsterdam and became authorised as a Jersey listed fund. The fund invests in real estate in the Nordic and Baltic regions and Russia.

Vision Opportunity China Fund

Ogier acted as Guernsey legal adviser on the establishment of a new investment company, the Vision Opportunity China Fund (VOCF), which was listed on AIM, raising $100 million (£50.4 million). The fund has been established and will be run by fund management firm Vision Capital Advisors LLC (VCA). The fund, based in Guernsey, will invest in companies with principal operations in China. The $100 million was raised through placing 100,000,000 shares at $1 per share.

PRIVATE EQUITY

Arceland Strategic Partners, L.P.

Ogier acted as Cayman counsel in the establishment of this closed ended private equity fund which makes investments in real estate projects in Romania and Bulgaria in conjunction with Baupost which invests as limited partner in the fund. The properties are acquired through subsidiaries in Luxembourg and Bulgaria or Romania.

Coller International Partners V

Ogier acted as Guernsey legal advisers to Coller Investment Management Limited on the establishment of Coller International Partners V. With investor commitments of $4.5 billion, it is the largest secondaries fund ever established. Coller International Partners V was formed to invest in portfolios of private equity assets – interests in established private equity funds and privately held companies – providing liquidity to the original investors in these assets. Coller International Partners V has a broad remit and provides liquidity to private equity investors anywhere in the world, invests in assets located all round the world, and makes investments ranging in size from $1 million to $1 billion or more.

Index Ventures Growth I

Ogier acted as Jersey legal adviser on the establishment of a EUR 400,000,000 Jersey limited partnership private equity vehicle structured as expert funds to invest in late stage venture capital and growth companies in Europe and the United States.

UFG Real Estate Fund, L.P.

The Fund is a Cayman Islands exempted limited partnership. The Fund's objective is to provide its investors with superior risk-adjusted returns by making and managing investments in real estate assets and portfolios in Russia. The Partnership may also invest in other countries of the former Soviet Union.

RESTRUCTURINGS

Absolute Capital Management Holdings Limited ("Absolute Capital")

Ogier acted as lead counsel in the successful restructuring of four equity funds to implement side pocket share classes and to defer redemptions for 12 months after the fund experienced difficulty in liquidating the funds' portfolios due to their exposure to illiquid assets. Together, the funds represented approximately $1.3 billion of Absolute Capital's assets under management.

This restructuring, thought to be the first of its kind, has signaled a change in the way hedge funds react against liquidation when faced with accelerated redemption crisis. The move increased investor confidence as the shares climbed 28% on the Alternative Investment Market (AIM) the following day as a result of the successful restructuring.

Aquamarine Master Fund, LP

This is a BVI master fund whose investment objective is long/ short equity. The set up and launch of this fund formed part of a larger reorganisation and restructuring of Aquamarine group which consolidated a previous side by side onshore/offshore fund structure into an onshore/ offshore master feeder structure.

SEGREGATED PORTFOLIO COMPANIES

Celtic SPC

The primary investment objective of each Class in the Fund is to follow a multi-manager investment approach by seeking exposure to a group of Portfolio Managers. The exposure will be achieved by investing a Class's assets directly with investment vehicles managed by the Portfolio Managers or other investment instruments.

Muirfield Eagle Fund, SPC

The Fund's strategy will be implemented by investing in The Muirfield Offshore Fund SPC, Ltd. which is a fund of funds predominantly comprised of equity long/short managers. Investments are made globally and include securities, currencies, commodities and their derivatives, including investments in emerging markets.

Steeplechase Fund Ltd and Steeplechase Master Fund Ltd.

companies and are organised in a master-feeder structure. The feeder fund is registered with the Cayman Islands Monetary Authority. The master fund has entered into a seed arrangement with SkyBridge Capital LLC, whereby SkyBridge receives portions of the investment manger's management and incentive fees. The funds' investment objective is to seek consistent absolute returns primarily through capital appreciation, while also attempting to preserve capital and mitigate risk through diversification of investments and hedging activities.

UBS Banco Pactual (Kondor) SPC

This is a Cayman registered segregated portfolio company focusing on long and short investments in Latin America. The primary investment objective is to seek capital appreciation by trading and investing, both long and short, in a wide range of fixed income securities, currencies, equities, commodities, and related derivatives, issued by, or representing an investment in, governments or companies. Most of the investments shall be located in Latin American Countries, concentrated, however, in local and international instruments related to the Brazilian securities markets.

Van Tracker Fund SPC

A Cayman fund, the first segregated portfolio company of which will attempt to track the performance of the Greenwich-Van Composite Investable Index ("GVI2"), an investable index that tracks the performance of the Greenwich-Van Global Hedge Fund Index ("GVGHFI"), a widely-recognized benchmark for the performance of the entire hedge fund universe.

UNIT TRUSTS

Pan-Asia Debt Fund

Ogier acted as Cayman counsel in the establishment of this exempted unit trust. The Fund seeks to achieve absolute returns by investing primarily in Asian debts including high yield and distressed debt instruments and loans. The strategy is typically biased towards long positions, although the strategy may utilize short positions.

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