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Hiper Global Ltd. AGM Information 2014

Jul 21, 2014

6835_egm_2014-07-21_c4643f2a-20fe-4231-8b60-0031af5aa1d7.pdf

AGM Information

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant, or from another appropriately qualified and duly authorised independent adviser.

If you have sold or otherwise transferred all of your shares in BH Global Limited please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold only part of your holding of shares in BH Global Limited, please consult the stockbroker, banker or other agent through whom the sale or transfer was effected.

BH GLOBAL LIMITED

Proposed change of investment policy, amendments to management agreement, amendments to articles of incorporation and notice of Extraordinary General Meeting

(BH Global Limited is an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares under the laws of the Island of Guernsey with registration number 48555)

Notice of an extraordinary general meeting of the Company to be held at 10.15 a.m. on 28 August 2014 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL is set out at the end of this document.

Shareholders are requested to return the Form(s) of Proxy accompanying this document for use at the Extraordinary General Meeting. To be valid, the Form(s) of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 10.15 a.m. on 26 August 2014. The Form(s) of Proxy may also be sent to Computershare Investor Services Plc either by fax at +44(0)870 703 6322 or by email at [email protected]. If you own more than one class of shares, you will need to complete and return a Form of Proxy for the Extraordinary General Meeting in respect of each class of shares that you own.

Investors owning US Dollar Shares through an account on Nasdaq Dubai who wish to attend the Extraordinary General Meeting or to exercise the voting rights attached to interests in the US Dollar Shares held by them through an account on Nasdaq Dubai at the Extraordinary General Meeting should inform their Dubai broker, bank or custodian that is a business partner in the Nasdaq Dubai CSD at least 10 days before the Extraordinary General Meeting, after which they will receive an attendance ticket and proxy card.

Canaccord Genuity Limited, which is authorised and regulated by the Financial Conduct Authority and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove), which is authorised by the Prudential Regulatory Authority and regulated by the Prudential Regulatory Authority and the Financial Conduct Authority, are acting as joint sponsors to the Company. Each of Canaccord Genuity Limited and J.P. Morgan Securities plc is acting exclusively for the Company and for no-one else in relation to the matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Canaccord Genuity Limited or J.P. Morgan Securities plc by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither Canaccord Genuity Limited nor J.P. Morgan Securities plc will regard any other person (whether or not a recipient of this document) as its client in relation to the matters referred to herein and neither will be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity Limited or, as the case may be, J.P. Morgan Securities plc, nor for advising any other person in relation to any transaction or arrangement contemplated in or by this document.

Your attention is drawn to the letter from the Chairman of BH Global Limited which is set out in Part I of this document and which includes a recommendation that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" on pages 6 and 7 of this document.

Nothing in this document constitutes an offering or solicitation of securities of any entity, including, without limitation, the Company, BHMS, any Underlying Fund or any feeder fund into BHMS.

Expected Timetable

Time and Date (All times are in British Summer Time)

Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting 10.15 a.m. on 26 August 2014
Extraordinary General Meeting of the Company 10.15 a.m. on 28 August 2014
Expected effective date for implementation of the BHMS Proposal 1 September 2014

Table of Contents

PART I Letter from the Chairman 3
PART II Letter from the Manager 8
PART III Proposed Investment Policy 9
PART IV Diagrammatic representation of the proposed investment structure 10
PART V Description of the BHMS investment portfolio, comparison with the Company's
investment portfolio and Information on the past performance of BHMS 11
PART VI Futher information on Brevan Howard and BHMS 17
PART VII Amendments to the Management Agreement 26
PART VIII Risk Factors 29
PART IX Proposed amendments to the Articles 39
PART X Questions and answers on the BHMS Proposal 40
PART XI Additional information 42
PART XII Financial information on BHMS 44
PART XIII Definitions 59

PART I Letter from the Chairman

BH GLOBAL LIMITED

(an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares under the laws of the Island of Guernsey with registration number 48555)

Directors:

Sir Michael Bunbury (Chairman) John Hallam Graham Harrison Talmai Morgan

Registered office:

PO Box 255 Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL Channel Islands

18 July 2014

Nicholas Moss

PROPOSED CHANGE OF INVESTMENT POLICY, AMENDMENTS TO MANAGEMENT AGREEMENT AND AMENDMENTS TO ARTICLES OF INCORPORATION

Dear Shareholder,

Introduction

An extraordinary general meeting of the Company will be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 28 August 2014 at 10.15 a.m. (the "Extraordinary General Meeting"). The resolutions to be proposed at the Extraordinary General Meeting (the "Resolutions") are contained in the notice convening the Extraordinary General Meeting on pages 61 to 62 of this document.

This letter explains the business to be considered at the Extraordinary General Meeting and includes a recommendation that you vote in favour of the Resolutions.

Business to be considered at the Extraordinary General Meeting

The Company's board of directors (the "Board") has spent considerable time deliberating over, and discussing with Brevan Howard Capital Management LP, the Company's manager (the "Manager"), steps that might be taken to enhance the Company's investment proposition.

Following those discussions, and as announced on 4 April 2014, the Manager has proposed to the Board that the Company be restructured so that it becomes a feeder fund into Brevan Howard Multi-Strategy Master Fund Limited ("BHMS"), instead of investing in Brevan Howard Global Opportunities Master Fund Limited (the "Global Opportunities Master Fund").

This proposed restructuring requires a change to the Company's investment policy so that it can withdraw its assets from the Global Opportunities Master Fund and reinvest them into BHMS (the "Investment Policy Change"). In addition, the Company's fee arrangements with the Manager contained in the management agreement between the Company and the Manager (the "Management Agreement") are required to be amended and the notice on which the Management Agreement is terminable would be reduced to twelve months (the "Management Agreement Amendment"). Shareholders should note that, as further described in Part VII of this document, the other material terms of the Management Agreement would remain as at present. Consequential amendments to the Company's articles of incorporation are also being proposed to reflect the restructuring (the "BHMS Articles Amendment").

The Investment Policy Change and the Management Agreement Amendment are inter-conditional, meaning that each has to be approved for both to become effective. Together, the Investment Policy Change and the Management Agreement

Amendment are referred to in this document as the "BHMS Proposal". If approved by Shareholders, the BHMS Proposal, including the Investment Policy Change, would become effective, and would be implemented on, 1 September 2014. There would not be an interim period in respect of which the Company would not be invested in accordance with its then current investment policy.

In addition, the BHMS Articles Amendment is conditional on both the Investment Policy Change and the Management Agreement Amendment being approved but the BHMS Proposal will still proceed if the BHMS Articles Amendment is not passed.

The Board has also decided to propose some further amendments to the Articles at the Extraordinary General Meeting conditional on the proposed changes to section 363A of the UK Taxation (International and Other Provisions) Act 2010 contained in the UK Finance Bill 2014 being made in their current form which, if enacted, should allow the Board to hold board and board committee meetings in the United Kingdom or to have Directors participate in board and board committee meetings from the United Kingdom without causing the Company to become subject to UK tax on its income and gains. In addition, the Board is taking the opportunity to propose certain other amendments to the Articles, including to reflect the closure of the Euro share class and to make certain other technical changes, including in relation to the Company's ability to make withholdings from certain Shareholders if required to do so by FATCA or similar tax-related legislation. These proposed amendments are referred to in this document as the "Board Procedures Articles Amendment" and the "Additional Articles Amendment". Both the Board Procedures Articles Amendment and the Additional Articles Amendment are being proposed separately from, and are not inter-conditional with, the BHMS Proposal. The Board Procedures Articles Amendment is conditional on the anticipated change to section 363A of the UK Taxation (International and Other Provisions) Act 2010 becoming law, which is expected to occur later this month (July 2014).

Pursuant to the Listing Rules and as documented in the Company's prospectus dated 28 April 2008, the Investment Policy Change will require the approval of the Shareholders by ordinary resolution.

The Management Agreement Amendment will require the approval of independent Shareholders by ordinary resolution in accordance with LR11.1.7(3) because the Manager is a related party of the Company for the purposes of the Listing Rules and the Management Agreement Amendment is a related party transaction between the Company and the Manager which does not fall into any of the exceptions provided for in the Listing Rules. The Manager does not own any Shares in the Company. It will not vote on the Management Agreement Amendment and has taken all reasonable steps to ensure that none of its associates (as such term is defined in the Listing Rules) will vote on the relevant resolution.

Each of the BHMS Articles Amendment, the Board Procedures Articles Amendment and the Additional Articles Amendment will require the approval of Shareholders by special resolution. A description of the BHMS Articles Amendment, and the Board Procedures Articles Amendment and the Additional Articles Amendment is contained in Part IX of this document.

The BHMS Proposal will only be implemented following completion of the redemption of the Company's remaining Euro shares. Shareholders should note that the Extraordinary General Meeting will be held following the date on which the Company's remaining Euro shares should have been redeemed (anticipated to be 22 August 2014), meaning that Euro Shareholders will not be able to vote on the Resolutions. If, for any reason, the redemption of the Euro shares were not to go ahead as anticipated before the Extraordinary General Meeting, the BHMS Proposal would be delayed and may not be implemented.

The BHMS Proposal

The key features of the BHMS Proposal are as follows:

  • Pursuant to the Investment Policy Change, the Company's investment policy would be changed so that all of its assets, net of working capital requirements will be invested in BHMS, instead of the Global Opportunities Master Fund. The Manager would remain as the manager of the Company and is the manager of BHMS (as well as currently being the manager of the Global Opportunities Master Fund).
  • BHMS follows a similar investment policy to the Global Opportunities Master Fund, in that it also invests some of its assets in a range of investment funds managed by Brevan Howard (the "Underlying Funds"). As at 30 May 2014, the commonality of the investment portfolios of the Global Opportunities Master Fund and BHMS was approximately fourfifths (calculated on the basis of the two allocations from Global Opportunities Master Fund and BHMS in respect of each Underlying Fund and aggregating the lower percentage allocations across all Underlying Funds).

  • Therefore, the fundamental investment proposition that the Company provides investors with exposure to a range of asset classes invested in, and investment strategies executed, by Brevan Howard will be unchanged by implementation of the BHMS Proposal. The reasons for the Investment Policy Change are to take advantage of the greater investment flexibility offered by BHMS compared to the Global Opportunities Master Fund and to simplify the Company's fee arrangements as described below.

  • Unlike the Global Opportunities Master Fund, a portion of the BHMS investment portfolio can be allocated by the Manager to certain affiliated investment managers and thereby to specific strategies employed by the relevant investment manager's traders or trading books (the "Investment Manager Allocations"). This capability to make Investment Manager Allocations provides the Manager with greater flexibility to make opportunistic allocations of BHMS's assets to take advantage of specific market trends and opportunities that may be pursued by the Manager and its affiliates than is currently the case for the Global Opportunities Master Fund.
  • If the BHMS Proposal is implemented, instead of fees being charged at the level of BHMS or the Underlying Funds, management and performance fees would be charged at the level of the Company. The Company will invest in a non-fee paying class of ordinary shares of BHMS, described further in Part VI of this document. Further, unlike the Company's current fee arrangements, performance at the level of the Underlying Funds in which BHMS invests will be aggregated and subject to netting, so that underperformance in one Underlying Fund would offset performance in another Underlying Fund before any performance fee is payable at the level of the Company.
  • Currently, the Company pays a management fee of 0.5 per cent. of NAV per annum and indirectly bears management and performance fees at the level of the Underlying Funds in which it invests, the level of which fees vary depending on the composition of the Underlying Funds and their performance. If the BHMS Proposal is implemented, the Company would pay to the Manager a management fee equal to 1/12 of 2 per cent. of the Company's NAV as at each monthly valuation day. In addition, the Manager would be entitled to a performance fee equal to 20 per cent. of any appreciation in the NAV per share of the relevant class of the Company's Shares (subject to a high water mark) over any six month period. No additional Manager fees would be charged on the Company's investments at the level of BHMS (including the Investment Manager Allocations) or at the level of the Underlying Funds in which BHMS invests. Based on the composition of the Underlying Funds on the date of this circular, this simplification of the fee arrangements would result in a net decrease in the aggregate management fees borne by the Company.
  • BHMS is considerably larger than the Company. As at 30 June 2014, BHMS had an estimated net asset value of approximately US\$4.3 billion, whereas the Company had a net asset value of approximately US\$1 billion.
  • The Company is the only investor in the Global Opportunities Master Fund. If the BHMS Proposal is approved, the Company would become one of three feeder funds into BHMS. The other feeder funds into BHMS are Brevan Howard Multi Strategy Fund Limited, which is an exempted company incorporated with limited liability in the Cayman Islands, and Brevan Howard Multi Strategy Fund, LP, which is a limited partnership established in the State of Delaware in the United States. Both feeder funds are unlisted open-ended funds and are also managed by the Manager. As at 1 June 2014, the two feeder funds had in aggregate 166 investors.
  • If approved, the BHMS Proposal will take effect from 1 September 2014, after closure of the Euro share class has taken effect. The Company's existing investment portfolio will be contributed to BHMS in exchange for the issue of new BHMS shares and, if required, payment of a small cash amount (in order that the Company can repay any outstanding indebtedness under its note purchase facility with JP Morgan) in an aggregate amount equal to the value of the existing investment portfolio. No fees or penalties would be charged in respect of the contribution of the investment portfolio to BHMS, although some accrued performance fees will crystalise and become payable in respect of certain of the Company's existing investments. However, as these performance fees will already have been accrued and taken into account in the calculation of the company's Net Asset Value, payment of the fees will not affect the Company's Net Asset Value.
  • Assuming that the BHMS Proposal is approved and implemented, the Company's existing discount management measures, including the class closure mechanisms, and the ability of Shareholders periodically to convert from one currency share class of the Company to the other would remain in place.
  • The active approach to discount management currently being pursued by the Company will not be affected by implementation of the BHMS Proposal.
  • JP Morgan, the lender under the Company's existing note purchase facility, has confirmed that the facility will continue to be available following the reinvestment of the Company's assets in BHMS. The aggregate amount available to the Company under the facility is being increased to approximately US\$75,000,000, which may be drawn in a combination of US dollars and pounds sterling.

  • The Company would continue to be excluded from the FCA's non-mainstream pooled investment rules if the BHMS Proposal were to be implemented.

  • There should be no United Kingdom taxation impact for individual Shareholders arising from the implementation of the BHMS Proposal. Shareholders in other jurisdictions are recommended to obtain their own advice on the potential taxation impact of the implementation of the BHMS Proposal on them.

Shareholders should review all of the information contained in this document when deciding how to vote on the BHMS Proposal. In particular, Shareholders should consider:

  • The letter from the Manager in support of the BHMS Proposal contained in Part II of this document.
  • The Company's proposed amended investment policy which is set out in Part III of this document, which also includes the Company's existing investment policy.
  • The diagramatic representation of the Company's proposed investment structure, should the BHMS Proposal be approved and implemented, which is set out in Part IV of this document.
  • The description of BHMS, its past performance and its current investment portfolio which are set out in Parts V and VI of this document, and the financial information which is set out in Part XII of this document.
  • The description of the proposed Management Agreement Amendment which is set out in Part VII of this document.
  • The risk factors regarding the BHMS Proposal which are set out in Part VIII of this document.
  • The questions and answers regarding the BHMS Proposal which are set out in Part X of this document.

If the BHMS Proposal is not approved by the Shareholders, the Company will continue in its current form and the Management Agreement (including the current fee structure) will not be amended.

Amendments to the Articles

The proposed amendments to the Articles contemplated by the Board Procedure Articles Amendment and the Additional Articles Amendment, which are largely technical in nature and do not materially affect the existing rights of Shareholders, are described in Part IX of this Circular. If implemented, the Board Procedure Articles Amendment should permit the Company more flexibility in holding board and board committee meetings, as well as shareholder meetings, and potentially reduce the costs associated with those meetings. The Additional Articles Amendment covers changes to the Articles to remove references to the Euro shares, to address changes in Guernsey law regarding uncertificated securities and in relation to FATCA, as well as other technical changes. Shareholders should note that the Board Procedures Articles Amendment will not be effective if the proposed changes to section 363A of the UK Taxation (International and Other Provisions) Act 2010 contained in the UK Finance Bill 2014 are not made in their current form prior to the date of the Extraordinary General Meeting.

Action to be taken Form(s) of Proxy

You will find enclosed the Form(s) of Proxy for use at the Extraordinary General Meeting. Whether or not you intend to attend the Extraordinary General Meeting, you are urged to complete and return the Form(s) of Proxy as soon as possible. To be valid, the Form(s) of Proxy must be completed in accordance with the instructions printed on it and lodged with Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 10.15 a.m. on 26 August 2014 (or such later time as the Directors may determine). The Form(s) of Proxy may also be sent to Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by fax to +44(0)870 703 6322 or by email to [email protected]. If you own more than one class of shares, you will need to complete and return a Form of Proxy for the Extraordinary General Meeting in respect of each class of shares that you own.

The lodging of the Form(s) of Proxy will not prevent you from attending the Extraordinary General Meeting and voting in person if you so wish. If you have any queries relating to the completion of the Form(s) of Proxy, please contact the Company's administrator, Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar

Court, Les Banques, St Peter Port, Guernsey GY1 3QL on the following number + 44(0)1481 745 001. Northern Trust International Fund Administration Services (Guernsey) Limited can only provide information regarding the completion of the Form(s) of Proxy and cannot provide you with investment or tax advice.

Investors owning US Dollar Shares through an account on Nasdaq Dubai who wish to attend the Extraordinary General Meeting or to exercise the voting rights attached to interests in the US Dollar Shares held by them through an account on Nasdaq Dubai at the Extraordinary General Meeting should inform their Dubai broker, bank or custodian that is a business partner in the Nasdaq Dubai CSD at least 10 days before the Extraordinary General Meeting, after which they will receive an attendance ticket and proxy card.

A quorum consisting of two Shareholders entitled to vote and attending in person or by proxy (or, in the case of a corporation, by a duly appointed representative) is required for the Extraordinary General Meeting.

Resolutions 1 (Investment Policy Change) and 2 (Management Agreement Amendment) are proposed as ordinary resolutions, which require a simple majority of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a simple majority of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.

Resolutions 3 (BHMS Articles Amendment), 4 (Board Procedure Articles Amendment) and 5 (Additional Articles Amendment) are proposed as special resolutions, which require a majority of not less than 75 per cent. of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a majority of not less than 75 per cent. of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.

Resolution 1 and 2 are expressed to be conditional on the approval of the other resolution by the Shareholders at the Extraordinary General Meeting. If either Resolution 1 or 2 is not approved by the Shareholders at the Extraordinary General Meeting, no component of the BHMS Proposal will be effective and the Company will continue in its current form and neither the investment policy nor the Management Agreement (including the current fee structure) will be amended. In addition, Resolution 3 is conditional on Resolutions 1 and 2 being passed, but the BHMS Proposal will proceed even if Resolution 3 is not passed.

Resolutions 4 and 5 are not conditional on any of Resolution 1, 2, or 3 being approved by Shareholders.

Recommendation

The Board considers that the BHMS Proposal, including the Management Agreement Amendment, is in the best interests of the Company and its Shareholders as a whole. The Board, which has been so advised by Canaccord Genuity Limited and J.P. Morgan Cazenove in their roles as the sponsors to the Company, considers that the Management Agreement Amendment is fair and reasonable as far as the Shareholders are concerned. In providing its advice, each of Canaccord Genuity Limited and J.P. Morgan Cazenove has taken into account the Board's commercial assessment of the effects of the BHMS Proposal.

Further, the Board considers that the Board Procedures Articles Amendment and the Additional Articles Amendment are in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions, as the Directors, all of whom own shares in the Company, intend to do in respect of their own beneficial holdings. You are requested to complete and return the enclosed Form(s) of Proxy without delay, whether or not you intend to attend the Extraordinary General Meeting.

Yours faithfully

Sir Michael Bunbury Chairman

PART II Letter from the Manager

Brevan Howard Capital Management Limited

6th Floor 37 Esplanade St Helier Jersey JE2 3QA Channel Islands

T +44 (0)1534 605400 F +44 (0)1534 605401

www.brevanhoward.com

18 July 2014

Dear Shareholders,

We continue to believe the Company offers investors unique access to a listed, diversified multi-strategy hedge fund that provides exposure to a range of strategies including, among others, fixed income, foreign exchange, equity, credit, commodities and emerging markets.

We regard the proposed changes to the investment policy of the Company to make it a feeder fund to Brevan Howard Multi-Strategy Master Fund Limited ("BHMS") as a positive development for the Company. From the Manager's perspective, the changes will act to consolidate two very similar fund offerings and ultimately strengthen the investment proposition for all investors.

BHMS follows a fundamentally similar investment approach to the Company but offers two additional benefits:

  • 1) It has the ability to allocate capital directly to individual trading books managed by portfolio managers within the Brevan Howard group. The Manager believes this direct exposure to trading talent will benefit the return profile of the Company. As at 30 May 2014, the direct trading portfolio represented 18% of the BHMS portfolio.
  • 2) It offers a simplified fee structure whereby the Manager assumes all the netting risk across the underlying fund investments of BHMS. This means that investors will be able to obtain the same broad exposure to the funds and trading talent of Brevan Howard but only pay performance fees on the aggregate performance of the BHMS portfolio – rather than on an individual basis in relation to each of the underlying funds.

Our investor relations team keeps in close contact with the Company's shareholders and we believe these changes directly address the key suggestions received from shareholders on the Company's structure. We are therefore very pleased to offer investors exposure to BHMS through a publicly-listed vehicle for the first time. As always, our primary goal remains to deliver consistent long-term NAV appreciation, with low volatility, to the Company's shareholders.

Yours faithfully,

Brevan Howard Capital Management Limited as general partner of Brevan Howard Capital Management LP

PART III Proposed Investment Policy

The Company's investment policy is proposed to be changed to the following:

"The Company's investment objective is to seek to generate consistent long-term capital appreciation through an investment policy of investing all of its assets (net of funds required for its short-term working capital requirements) in Brevan Howard Multi-Strategy Master Fund Limited ("BHMS"), an open-ended investment company with limited liability formed under the laws of the Cayman Islands.

BHMS spreads investment risk by providing exposure to a range of strategies, asset classes and geographies.

BHMS has maximum flexibility to invest in a wide range of instruments including, but not limited to, debt securities and obligations (which may be below investment grade), bank loans, listed and unlisted equities, other collective investment schemes or vehicles (which may be open-ended or closed-ended, listed or unlisted, regulated or unregulated and may employ leverage (each an "Investment Fund")) currencies, commodities, futures, options, warrants, swaps and other derivative instruments. Derivative instruments may be exchangetraded or OTC. BHMS may engage in short sales. BHMS may retain amounts in cash or cash equivalents (including money market funds) pending reinvestment, for use as collateral or if this is considered appropriate to the investment objective.

Subject to the investment restrictions and investment approach disclosed in any prospectus for BHMS that may be published from time to time and subsequent BHMS directors' resolutions, BHMS employs an investment process which empowers the Manager to allocate assets to both Investment Funds and directly to the investment managers of the BHMS from time to time on an opportunistic basis."

The Company's existing investment policy is as follows:

"The Company's investment objective is to seek to generate consistent long-term capital appreciation through an investment policy of investing all of its assets (net of those expenses of the initial public offering borne by the Company and funds required for its shortterm working capital requirements) in Brevan Howard Global Opportunities Master Fund Limited ("BHGO"), an open-ended investment company with limited liability formed under the laws of the Cayman Islands.

BHGO spreads investment risk by investing in a variety of other investment funds of which one or more of the Brevan Howard group of affiliated entities is the manager or investment manager (the "Brevan Howard Underlying Funds") in order to provide exposure to a range of strategies, asset classes and geographies that fall within Brevan Howard's investment activities from time to time. These investment funds may invest in a wide range of geographical regions, sectors and instruments. Such instruments may include, but are not limited to, debt securities and obligations (which may be below investment grade or unrated), bank loans, listed and unlisted equities, other collective investment schemes (which may be open ended or closed ended, listed or unlisted, and which may employ leverage), currencies, commodities, futures, options, warrants, swaps, other derivative instruments and any other type of instrument or security. These funds have the ability to take short positions across the majority of these instruments.

Subject to the investment restrictions disclosed in the BHGO Prospectus and subsequent BHGO Directors' resolutions, the allocation of assets of BHGO among the Brevan Howard Underlying Funds in which it is permitted to invest will be at the discretion of Brevan Howard Capital Management LP (the "Manager").

The Manager operates a risk management framework which is intended to identify, measure, monitor, report and where appropriate, mitigate key risks identified by it or its affiliates. The risk management framework addresses portfolio risk (such as market, credit, liquidity, counterparty and funding risks) and operational risks."

PART IV Diagrammatic representation of the proposed investment structure

*Underlying Funds and Investment Manager Allocations are subject to change at discretion of Manager. Brevan Howard US Investment Management LP is not an appointed manager as at the date of this circular but is likely to receive an allocation prior to the date of the Extraordinary General Meeting.

PART V DESCRIPTION OF THE BHMS INVESTMENT PORTFOLIO, COMPARISON WITH THE COMPANY'S INVESTMENT PORTFOLIO AND INFORMATION ON THE PAST PERFORMANCE OF BHMS

IMPORTANT NOTE

The past and comparative performance information contained in this Part V has been prepared and provided by the Manager. In considering the information set out in this section, Shareholders should bear in mind that past performance is not necessarily indicative of future results and that the Company's Shares do not necessarily trade at prices that are related to the prevailing Net Asset Value. The value of investments can go down as well as up. Investors may not get back the amount originally invested and could, in some circumstances, lose all of their investment.

The performance characteristics of the Company described in this section relate to the NAV performance of the Company's USD Shares, based on an initial public offering price of US\$10 per share. The NAV data is unaudited and net of all investment management fees and all other fees and expenses payable by the Company. The Company's NAV and NAV per Share data is provided by Northern Trust International Fund Administration Services (Guernsey) Limited and the NAV per Share percentage monthly change calculations are made by the Manager. Unless otherwise indicated, data has been provided as at 30 May 2014.

The performance characteristics of BHMS described in this section relate to the performance of the Class E Shares of Brevan Howard Multi-Strategy Fund Limited ("BHMSFL"). BHMSFL is a feeder fund into BHMS and the Class E Shares are closest in terms to the class of shares that the Company would hold in BHMS, having a fee structure consisting of an overall management fee equal to 1/12 of 2 per cent. (or a pro rata proportion thereof) per month of the net asset value of the Class E Shares as at the last valuation day in each month, payable monthly in arrear. A semi-annual performance fee of 20% is also payable and is calculated by reference to the percentage of the appreciation in the net asset value per Class E Share during the relevant six-month period above the relevant base net asset value of that Class E Share.

The Class E Shares of BHMSFL were launched on 1 October 2010. Therefore the returns for the period prior to such date detailed in this section represent the performance of the Class A Shares of BHMSFL, the longest-running share class in BHMSFL, adjusted to include an overall 2% annual management fee and a 20% performance fee (instead of an overall 2.5% annual management fee and 25% performance fee to which the Class A Shares are subject) to ensure consistency with the rest of the track record. From 1 October 2010 onwards, the performance set out below is net of all investment management fees (an overall 2% annual management fee and 20% performance fee) for BHMSFL Class E Shares and all other fees and expenses payable by BHMSFL or BHMS.

No investor in BHMSFL has received the returns of the adjusted track record on a stand alone basis.

During the period 1 May 2008 to 31 January 2010, BHMS had an average exposure of 76% to Brevan Howard Master Fund Limited (average of month-end exposures from 1 May 2008 to 31 January 2010). BHMS' other exposures were small tactical trades and cash. As of 1 February 2010, BHMS' investment mandate changed to allow greater flexibility to exploit market cyclicality by allocating capital to several Underlying Funds, and potentially to affiliated investment managers and thereby to specific strategies employed by the relevant investment manager's traders, groups of traders or trading books. No Underlying Fund (except Brevan Howard Master Fund Limited) represents more than a 17% allocation of BHMS' assets. During the period 1 February 2010 to 30 May 2014, BHMS had an average exposure of 45% to Brevan Howard Master Fund Limited (average of month-end exposures from 1 February 2010 to 30 May 2014).

Description of the BHMS investment portfolio and comparison with the Company's investment portfolio

As at 30 May 2014, the BHMS investment portfolio and the Company's investment portfolio (held via the Global Opportunities Master Fund) consisted of the following:

BHMS1 Company1
Brevan Howard Master Fund Limited 46.7% 53.0%
Brevan Howard Asia Master Fund Limited 5.4% 9.9%
Brevan Howard Credit Catalysts Master Fund Limited 15.9% 16.5%
Brevan Howard Commodities Strategies Master Fund Limited 4.7% 6.4%
Brevan Howard Systematic Trading Master Fund Limited 6.7% 7.8%
Brevan Howard Emerging Markets Local Fixed Income Leveraged Master Fund Limited 2.7% 3.5%
Brevan Howard Emerging Markets Strategies Master Fund Limited2 0.2% 0.2%
Brevan Howard Credit Value Master Fund Limited 0.0% 2.5%
Direct investment portfolio 17.8% 0.0%
Cash 0.0% 0.2%

BHMSFL USD Class E Shares

Adjusted (shaded)/Final monthly performance net of fees in % terms

% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec YTD
2008 -3.23 -2.28 0.38 2.08 0.41 0.65 -4.01 1.14 3.01 -0.74 -2.81
2009 4.16 2.23 1.42 1.23 3.34 -0.65 1.68 0.81 1.56 1.07 0.46 0.17 18.86
2010 -0.11 -0.56 -0.12 0.75 -0.14 0.52 -0.98 0.95 1.32 0.60 0.01 0.38 2.67
2011 0.08 0.71 0.30 1.55 -0.06 -0.80 1.78 3.96 -1.08 -0.32 0.40 -0.60 5.98
2012 1.23 1.06 -0.47 -0.01 -0.29 -1.32 1.35 0.62 1.60 -0.58 0.70 1.35 5.34
2013 1.52 0.38 0.21 1.72 -0.64 -2.06 -0.32 -0.93 0.08 0.00 0.98 0.49 1.39
2014 -0.81 -0.23 -0.46 -0.55 0.84 -1.21

From 4 March 2008 to 30 May 2014, BHMSFL's USD Class E Shares simulated annualised rate of return is 4.62%, the Sharpe ratio3 is 0.87 and total return is 32.62%. Over the same period, the total return of the Credit Suisse Hedge Fund Index was 24.78% and the HFRI Fund of Funds Composite Index was 2.46%.

Underlying performance data of BHMSFL provided by the BHMS Administrator. Return and performance metric calculations made by the Manager; data is shown net of fees as at 30 May 2014. No investor in BHMSFL has received the returns of the adjusted track record on a stand alone basis. From March 2008 to September 2010, the performance of BHMS is represented by the simulated performance of BHMSFL USD Class E Shares - please refer to the section headed "Important Note" on page 11 for details of the calculation methodology.

1 Allocations are subject to change. Data may not add to 100% due to rounding.

2 In February 2014, the board of directors of Brevan Howard Emerging Markets Strategies Master Fund Limited determined to return investors' capital. 98% of capital was returned in Q1 2014, with the balance returned to investors (including BHMS and the Global Opportunities Master Fund) in June 2014.

3 Sharpe Ratio is annualised excess return over Federal Funds Target Rate divided by annualised standard deviation of excess return (estimated monthly returns).

A comparison of the relative performance of BHMS, the Company and other asset classes over the period since inception of BHMS to 30 May 2014 is as follows:

COMPARISON OF THE RETURNS OF BHMS AND THE COMPANY SINCE INCEPTION OF THE COMPANY

Underlying performance data of BHMSFL provided by the BHMS Administrator. Return and performance chart data calculations made by the Manager; data is based on monthly returns and is shown net of fees as at 30 May 2014. No investor in BHMSFL has received the returns of the adjusted track record on a stand alone basis. For the period prior to 1 October 2010, the performance of BHMS is represented by the simulated performance of BHMSFL USD Class E Shares - please refer to the section headed "Important Note" on page 11 for details of the calculation methodology.

"Company" in the graph above represents the NAV of the USD class of the Company since the launch of the Company.

The performance characteristics of the Company described in this section relate to the NAV performance of the Company's USD Shares, based on an initial public offering price of US\$10 per share. The NAV data is unaudited and net of all investment management fees and all other fees and expenses payable by the Company. The Company's NAV and NAV per Share data is provided by Northern Trust International Fund Administration Services (Guernsey) Limited and the NAV per Share percentage monthly change calculations are made by the Manager. Unless otherwise indicated, data has been provided as at 30 May 2014.

CUMULATIVE NET PERFORMANCE GRAPH OF BHMSFL USD CLASS E SHARES

Underlying performance data of BHMSFL provided by the BHMS Administrator. Return and performance chart data calculations made by the Manager; data is based on monthly returns and is shown net of fees as at 30 May 2014. No investor in BHMSFL has received the returns of the adjusted track record on a stand alone basis. For the period prior to 1 October 2010, the performance of BHMS is represented by the simulated performance of BHMSFL USD Class E Shares - please refer to the section headed "Important Note" on page 11 for details of the calculation methodology.

Source of Index data: Bloomberg; data as at 30 May 2014. HFRI FoF Composite (base 100) = Hedge Fund Research, Inc. Fund of Funds Composite Index; CS Hedge Fund Index (base 100) = Credit Suisse Hedge Fund Index

ROLLING ONE-YEAR CORRELATIONS VS GLOBAL EQUITIES

Underlying performance data of BHMSFL provided by the BHMS Administrator. Return and chart data calculations made by the Manager; data is based on monthly returns and is shown net of fees as at 30 May 2014. No investor in BHMSFL has received the returns of the adjusted track record on a stand alone basis. For the period prior to 1 October 2010, the performance of BHMS is represented by the simulated performance of BHMSFL USD Class E Shares - please refer to the section headed "Important Note" on page 11 for details of the calculation methodology.

Source of Index data: Bloomberg; data as at 30 May 2014. HFRI FoF Composite = Hedge Fund Research, Inc. Fund of Funds Composite Index; CS Hedge Fund Index = Credit Suisse Hedge Fund Index

ROLLING ONE-YEAR CORRELATIONS OF THE MONTHLY RETURNS OF BHMS VS GLOBAL EQUITIES AND GLOBAL GOVERNMENT BONDS

Underlying performance data of BHMSFL provided by the BHMS Administrator. Return and chart data calculations made by the Manager; data is based on monthly returns and is shown net of fees as at 30 May 2014. No investor in BHMSFL has received the returns of the adjusted track record on a stand alone basis. For the period prior to 1 October 2010, the performance of BHMS is represented by the simulated performance of BHMSFL USD Class E Shares - please refer to the section headed "Important Note" on page 11 for details of the calculation methodology.

Source of Index data: Bloomberg; data as at 30 May 2014. Global Equities = Morgan Stanley Capital International All Country World Index; Global Government Bonds / Global Govts = Citigroup World Government Bond Index Hedged USD

PART VI FURTHER INFORMATION ON BREVAN HOWARD AND BHMS

The information in this section has been provided by the Manager.

Brevan Howard

Brevan Howard, founded in 2002 is a global alternative asset management group, managing significant institutional assets across a number of diversified strategies. Brevan Howard has offices in St Helier, London, Geneva, Hong Kong, Tel Aviv, New York and Washington. Brevan Howard currently manages approximately USD 37bn of assets.

Brevan Howard believes its competitive advantage arises from four factors. First, robust portfolio construction techniques (including extensive use of options) are used to structure trades that aim to deliver absolute returns with limited downside (explicitly, through the use of purchased options, or by the use of tight stop losses). Secondly, portfolio diversification is embedded in the structure by allocating risk relatively widely over multiple traders and/or spreading risk across multiple different themes, each expressed with several trades. Thirdly, Brevan Howard has an expert research team which assists the top-down macro investment process, focussed predominantly on global fixed income and FX markets. Lastly, Brevan Howard seeks to maintain an industry-leading platform in terms of risk management, operational robustness and corporate governance.

BHMS

BHMS commenced its investment activities in March 2008. It is managed by the Manager, as described further below.

The objective of BHMS is to generate consistent long-term appreciation through active, direct and indirect, leveraged trading and investment on a global basis in multiple investment strategies.

Any changes to the principal investment objective and investment approach of BHMS that are material will only be made with the approval of an ordinary resolution of its shareholders. Any other changes to the principal investment objective and investment approach may be made by the directors of BHMS and will be notified to its shareholders.

BHMS employs an investment process which uses a combination of:

  • investment allocations by the Manager to investment funds of which one or more of the Manager or its affiliated investment managers (the "Investment Managers") is the manager or investment manager; and
  • investment allocations by the Manager directly to the investment manager(s) of BHMS from time to time on an opportunistic basis ("Investment Manager Allocations").

Each of the Underlying Funds is structurally uncorrelated to equities, credit or duration because of their trading bias. It is expected that no Underlying Fund (except Brevan Howard Master Fund Limited) will represent more than a 25 per cent. allocation of BHMS' assets. There is no limit on the amount of BHMS' assets that may be allocated to the Investment Manager Allocations. As at 30 May 2014, the Investment Manager Allocations comprised 18 per cent. of the net asset value of BHMS.

The Manager takes performance netting risk across the BHMS Underlying Funds so that performance in any Underlying Fund that may otherwise attract a performance fee will be offset to the extent of any underperformance in any other Underlying Fund, rather than performance fees being calculated on the performance of individual Underlying Funds.

BHMS Investment Approach

BHMS has maximum flexibility to invest in a wide range of instruments including, but not limited to, debt securities and obligations (which may be below investment grade), bank loans, listed and unlisted equities, other collective investment schemes or vehicles (which may be open-ended or closed-ended, listed or unlisted, regulated or unregulated and may employ leverage), currencies, commodities, futures, options, warrants, swaps and other derivative instruments. Derivative instruments may be exchange-traded or over-the-counter. BHMS may engage in short sales. BHMS may retain amounts in cash or cash equivalents (including money market funds) pending reinvestment, for use as collateral or if this is considered appropriate to the investment objective. As part of its investment approach, BHMS may invest in investments that are illiquid and lack a readily

ascertainable market value ("Illiquid Investments"). In addition, BHMS may hold relatively few investments from time to time and consequently may have a limited degree of diversification.

Allocation of capital to the Underlying Funds and the Investment Manager Allocations are based upon several factors including, without limitation, anticipated opportunity set, correlations, historical volatilities and historical and expected returns. Allocations by the Manager are reviewed on at least a monthly basis.

The base currency of BHMS is the US Dollar. The foreign currency exposure of BHMS to currencies other than the base currency is generally hedged through the use of spot and forward foreign exchange contracts or other methods of reducing exposure to currency fluctuations. Speculative positions in currencies may also be taken for the benefit of BHMS as a whole.

Assuming that the BHMS Proposal is implemented, the foreign exchange exposure of the Company's assets attributable to the Sterling Shares will generally be hedged in order to neutralise, so far as possible, the impact of fluctuations in the Sterling/US Dollar exchange rate.

Use of borrowing and leverage by BHMS

BHMS can leverage its capital, both directly and indirectly, by borrowing, including, but not limited to, by entering into margin lending agreements, and through the use of futures, forwards contracts, options and other derivative instruments. There are no restrictions on BHMS' use of leverage or borrowing.

An Underlying Fund, or a fund in which such an Underlying Fund invests, may, from time to time, directly or indirectly leverage its capital, including, without limitation, through investment in leveraged investment funds (which may include another leveraged Underlying Fund), as part of its investment approach.

BHMS dividend policy

It is not envisaged that any income or gains will be distributed by BHMS by way of dividend. This does not preclude the BHMS directors from declaring a dividend at any time in the future if they consider it appropriate to do so. In the event that a dividend is declared and remains unclaimed after a period of six years from the date of declaration, such dividend will be forfeited and will revert to BHMS. To the extent that a dividend may be declared, it will be paid in compliance with any applicable laws.

Management of BHMS

BHMS has appointed Brevan Howard Capital Management LP (registered no. 1249), acting by its sole general partner, Brevan Howard Capital Management Limited, as manager. The Manager is a limited partnership, registered under the Limited Partnerships (Jersey) Law 1994 on 28 May 2010. The registered office of the Manager is 6th Floor, 37 Esplanade, St Helier, Jersey, JE2 3QA and its telephone number is +44 1534 605 400. Brevan Howard Capital Management Limited, in its capacity as sole general partner of the Manager, is registered with the Jersey Financial Services Commission (the "JFSC") under the Financial Services (Jersey) Law 1998 (the "Law") to carry on fund services business as a manager, investment manager and distributor which permits the Manager to act in these capacities in relation to BHMS. The JFSC is protected by this Law against liability arising from the discharge of its functions under this Law. Brevan Howard Capital Management Limited was incorporated in Jersey, Channel Islands, on 19 May 2010. The directors of Brevan Howard Capital Management Limited are Bruce Levitt, Magnus Olsson, Bernd Pfaffenbach, Simon Radford, Ryan Taylor, Gunther Thumann, James Vernon and Eric Vezie. The terms of the Manager's appointment are set out in an Amended and Restated Management Agreement with BHMS dated 16 February 2012 (the "BHMS Management Agreement").

Under the BHMS Management Agreement, the Manager has agreed to act as manager of BHMS, subject to the overall control and supervision of the BHMS directors. The Manager is primarily responsible for determining the allocation of the capital of BHMS between the Underlying Funds and the Investment Manager Allocations. The Manager determines capital allocations of BHMS in accordance with the investment approach. The Manager has established a committee for this purpose which meets on at least a monthly basis to determine allocations.

The Manager has delegated to the Investment Managers, Brevan Howard Asset Management LLP ("BHAM") and Brevan Howard Investment Products Limited ("BHIP") responsibility for the portfolio assets allocated to them in each case subject to risk oversight by the Manager or one of its affiliates. An Investment Manager Allocation is also shortly proposed to be made to Brevan Howard US Investment Management LP. The Manager is responsible for the payment of the fees of the Investment Managers. The Manager is responsible for asset allocation between the Investment Managers.

The Manager may in future delegate responsibility for the investment of a portion of BHMS' assets to one or more additional

investment managers in addition to, or in substitution for, the Investment Managers without the consent of BHMS provided that each such additional investment manager is an affiliate of the Manager and is subject to risk oversight by the Manager or one of its affiliates. Shareholders of BHMS will be notified in due course of any such delegation. The Manager will be responsible for the payment of the fees of any such additional investment managers.

The Manager may delegate any of its other functions, powers and duties under the Management Agreement to any affiliate and, unless otherwise agreed, will be responsible for the fees of such delegate.

The BHMS Management Agreement provides that the Manager and its connected persons shall not be liable for losses, loss of opportunity or consequential loss of any kind arising from any act or omission in connection with the performance or nonperformance of its duties under the BHMS Management Agreement, or any agreement pursuant to which a connected person is appointed to perform duties with respect to the management of the assets of BHMS, with the exception of (i) losses arising directly from fraud, wilful default, or (subject as described below) negligence, (ii) loss of opportunity arising directly from fraud or wilful default or (iii) consequential loss arising directly from fraud on the Manager's part or on the part of its connected persons. Where liability is found to arise by virtue of any act or omission, the losses and/or loss of opportunity arising shall take into account both the positive and negative performance impact of the act or omission so that these are set-off against each other in the quantification of liability.

Additionally, the BHMS Management Agreement provides that, except in the case of fraud or wilful default, losses (including losses, loss of opportunity and consequential loss) arising from unintended errors in the communication or administration of trading instructions ("trading errors") shall be for the account of BHMS on the basis that profits arising from trading errors will also be for the account of BHMS. In the event of a trading error, it shall be a matter of the Manager's discretion as a freestanding investment judgment whether or not to retain the relevant position.

The BHMS Management Agreement also provides that in the event of any failure, interruption or delay in the performance of the Manager's obligations resulting from acts, events or circumstances not reasonably within the control of the Manager or its connected persons, neither the Manager nor its connected persons shall be liable for any kind of loss or damage thereby incurred or suffered by BHMS.

Save as summarised above and to the extent permitted under applicable law, the Manager and its connected persons will not otherwise be liable for any kind of loss incurred or suffered by BHMS.

Under the BHMS Management Agreement, BHMS agrees to indemnify the Manager and its connected persons against all actions, proceedings, claims, losses, costs, liabilities, demands and expenses which may be brought against, suffered or incurred by the Manager or any of its connected persons by reason of its performance or non-performance of its duties under the BHMS Management Agreement, or any agreement pursuant to which a connected person is appointed to perform duties with respect to the management of the assets of BHMS, except insofar as the Manager or the connected person shall be liable therefor as described above.

As at the date of this document, the Manager has claimed an exemption with respect to BHMS under the United States Commodity Futures Trading Commission Rule 4.7. Pursuant to that Rule, the Manager obtains relief from certain recordkeeping, disclosure and reporting requirements applicable to commodity pool operators.

Directors of BHMS

Karla Bodden

Karla Bodden (Caymanian) has been an executive director of Queensgate Bank and Trust Company Ltd. (formerly Queensgate Trust Company Ltd.) in the Cayman Islands since July 1993. She was Client Accountant of Aall Trust & Banking Corporation Limited, Grand Cayman from May 1991 to July 1993 and prior to that was an Accountant/Auditor at Coopers & Lybrand, Grand Cayman from January 1990. She has a Master of Professional Accounting degree from the University of Miami, a Bachelor of Science degree in Accounting from the University of Florida, and is a member of the Florida Institute of Certified Public Accountants. Ms Bodden is a director of a range of funds, including certain Underlying Funds, to which the Manager and/or its affiliated entities act as manager or investment manager. She is also a director of Brevan Howard General Partner Limited ("BHGP").

Dennis Hunter

Dennis Hunter (British) has been the Managing Director of Queensgate Bank and Trust Company Ltd. (formerly Queensgate Trust Company Ltd.) in the Cayman Islands since 1993 and a Director thereof since 1990. He has over thirty years' experience

of international banking and administration of mutual funds. He was from 1978 to 1993 Financial Controller and Treasurer of Aall Trust & Banking Corporation Limited, Grand Cayman. He graduated with a Higher National Diploma in Business Studies and postgraduate Diploma in Management Studies from Newcastle and Brighton Polytechnics respectively. Mr Hunter is originally from Scotland but has been resident in the Cayman Islands since 1978. Mr Hunter is a director of a range of funds, including certain Underlying Funds, to which the Manager and/or its affiliated entities act as manager or investment manager. He is also a director of BHGP.

Philippe Lespinard

Philippe Lespinard (French) is the Chief Investment Officer for fixed income at Schroder Investment Management Limited. He was a partner of BHAM between May 2008 and April 2010 where he led the development of the UCITS and managed accounts business. Prior to joining BHAM, he was the deputy chief executive of Fischer Francis Trees & Watts, where he was responsible for the investment and product strategy of the firm. Prior to joining Fischer Francis Trees & Watts in 2006, Mr Lespinard was the Chief Investment Officer of BNP Paribas Asset Management ("BPAM"), where he was responsible for the fundamental research, quantitative research and portfolio management teams. He joined BPAM in April 2002 from Citigroup Asset Management in London where he was the head of investments for Europe, while coheading fixed income investments worldwide. Mr Lespinard joined Citigroup in March 1998 from Fischer Francis Trees & Watts in London where he was a portfolio manager and a partner from 1996. Prior to joining Fischer Francis Trees & Watts, he was an investment officer at the World Bank in Washington, DC. He holds an MSc in applied mathematics and was admitted to the PhD program in artificial intelligence at the University of Grenoble, France. Mr Lespinard is a director of a range of funds, including certain Underlying Funds, to which the Manager or its affiliated entities act as manager or investment manager. He is also a director of BHGP.

Phil Schmitt

Phil Schmitt (Canadian) is President and CEO of Summerwood Group Inc. Summerwood was founded in 2006 and specialises in advising and managing alternative investments. Prior to founding Summerwood, from 1992, he was a Vice President and subsequently President of Polar Securities Inc., a Toronto based multi-strategy hedge fund manager. From 1991 to 1992, he was the director of Equity Trading and Derivative products at TD Investment Management, a division of TD Securities Inc. From 1983 to 1991, he worked at Burns Fry Limited, a Canadian securities dealer successively as a quantitative equity research analyst, derivative trader and lastly as manager of the Canadian Equity Derivatives Trade Desk. From 1980 to 1983, he worked at Wood Gundy Ltd. as a computer analyst. Mr Schmitt received the Chartered Financial Analyst designation in 1986 and graduated from the University of Waterloo in 1980 with a Bachelors of Mathematics. He has participated on a number of regulatory and industry committees including as a director of AIMA Limited and as chairman of Alternative Investment Management Association – Canada Inc. In 2009, Mr Schmitt co-founded a carbon fund management company, Green Power Action Inc., based in Toronto, of which he is a principal. Mr Schmitt is a director of a range of funds, including certain Underlying Funds, to which the Manager and/or its affiliated entities act as manager or investment manager. He is also a director of BHGP.

Risto Silander

Risto Silander (Swedish) has worked for 20 years within the investment banking industry holding senior positions within Svenska Handelsbanken, Goldman Sachs, UBS and Alfred Berg. In 2001, he resigned from his position as CEO of the Alfred Berg Group to pursue private business opportunities and also to accept board directorships. He has been a director of listed companies Telelogic AB, Tornet AB and NetonNet AB. Mr Silander is currently a director of East Capital Asset Management AB, 11 Real Asset Fund AB, Varenne AB, E Öhman Jr AB, Endeavour Pembroke Fund, Stronghold Invest AB, Naim AB, Gamla Livförsäkringsaktiebolaget SEB Trygg Liv and the Trygg Foundation, as well as of a range of funds, including certain Underlying Funds, to which the Manager and/or its affiliated companies act as manager or investment manager. He is also a director of BHGP. Mr Silander holds a business degree from the Stockholm School of Economics and has studied finance on the MBA programme at Stern Business School, NYU.

James Vernon

James Vernon (British) is Group Chief Operating Officer of Brevan Howard and a member of the investment committee of the Manager and is a director of a range of funds, including certain Underlying Funds, to which the Manager and/or its affiliated entities act as manager or investment manager. He is also a director of BHGP, BHIPL and of Brevan Howard Capital Management Limited, the sole general partner of the Manager. Mr. Vernon was a founder of Brevan Howard and from 2002 to 2011 served as Chief Operating Officer of BHAM. He joined BHAM in 2002 after leaving Credit Suisse First Boston ("CSFB") where he was the Chief Operating Officer and a Director of the proprietary fixed income trading cluster from 2001 to 2002. From October 2000 to September 2001, he was Chief Operating Officer at BlueCrest Capital Management Limited. From 1998 to 2000, he worked on the fixed income proprietary trading desk at CSFB as a Vice President responsible for Risk Management. From 1993 to 1998, he worked at Salomon Brothers Asset Management and at the time of leaving he was

a Vice President, Portfolio Manager, in the hedge fund portfolio management group. Mr. Vernon holds Masters degrees in Electronics Engineering from Southampton University (1987 distinction) and also in Finance from the London Business School (1996 distinction).

All the directors of BHMS act in a non-executive capacity and, with the exception of James Vernon, are independent of the Manager and the Investment Managers. For the purpose of this document, the address of each of the Directors is the registered office of BHMS.

BHMS Administrator

BHMS has appointed International Fund Services (Ireland) Limited as administrator (the "BHMS Administrator"). The BHMS Administrator is registered with the Irish Financial Regulator as an approved fund administration company. The BHMS Administrator provides administrative services for a number of corporations and partnerships throughout the world. The BHMS Administrator is a wholly owned subsidiary of State Street Corporation.

The BHMS Administrator is responsible for providing administration services in relation to BHMS, including, but not limited to, middle office and back office functions, the calculation of its net asset value and the net asset value per BHMS share, arranging for the payment of expenses, maintaining books and records, assisting in communications with investors, preparing the accounts of BHMS, serving as the agent of BHMS for the issue and redemption of BHMS shares and acting as registrar of BHMS.

BHMS reserves the right to change the administration arrangements described above by agreement with the BHMS Administrator and/or in their discretion to appoint an alternative administrator without notice to its shareholders. Shareholders of BHMS will be notified in due course of any appointment of an alternative administrator.

Issue and redemption of BHMS Shares

The prices at which BHMS shares are issued and redeemed are equal to the net asset value per share as at the Valuation Day (as defined below) immediately preceding the relevant subscription or redemption day.

The Company will subscribe for class G shares of BHMS (the "Class G Shares"), which will be issued in Sterling and US Dollar denominations.

The Class G Shares will be redeemable at the redemption price prevailing on the redemption day on which they are redeemed. Redemption days will occur monthly. Three months' notice of redemptions must ordinarily be given to BHMS but redemption on shorter notice will be permitted to fund the Company's working capital requirements.

The BHMS directors may reduce the redemption proceeds (including for the avoidance of doubt, the proceeds of any compulsory redemption) in respect of any shareholder (including the Company) to the extent BHMS is required by any applicable law and/or by agreement with any government division or department to withhold in respect of a payment of redemption proceeds to such shareholder or otherwise withhold any amount in respect of such shareholder.

Payment of redemption proceeds will be made as soon as practicable after the relevant redemption day. No interest will accrue on the redemption proceeds pending the payment date. Payment will be made in the currency of denomination of the shares being redeemed by direct transfer in accordance with instructions given by the redeeming shareholder to the BHMS Administrator and at the shareholder's risk and cost.

The BHMS directors, in their discretion but subject to the agreement of the redeeming shareholder, may effect a redemption of shares in specie by way of an appropriation of assets of BHMS of the relevant value (which shall conclusively be determined by the BHMS directors in good faith) in satisfaction or part satisfaction of the redemption price.

If the BHMS directors determine that special circumstances have arisen, which may include but are not limited to default or delay in payments to BHMS by other persons, BHMS shall be entitled to delay payment of redemption proceeds equal to the proportionate part of the net assets of BHMS represented by such sums that are affected by such circumstances or defer payment of the redemption price if raising funds would in the bona fide determination of the BHMS directors be unduly burdensome to BHMS.

Payment of redemption proceeds to a redeeming shareholder may be subject to restrictions imposed upon redemptions of shares in the Underlying Funds. In particular, the liquidity of the investments of an Underlying Fund may affect that Underlying Fund's ability to meet redemption requests made by BHMS and hence BHMS' ability to meet redemption requests made by

shareholders. For such reasons, and subject to the BHMS directors' determination referred to in the previous paragraph, the payment of redemption proceeds may be postponed.

BHMS shareholders will be removed from the register of members of BHMS prior to or upon redemption proceeds being paid. Insofar as investors remain as shareholders until such time as the relevant net asset value per share has been calculated and the register of members is updated, investors will be treated as creditors for the redemption price, rather than members, from the relevant redemption day, and will rank accordingly in the priority of BHMS' creditors. Furthermore, during this period, investors will not have rights as a shareholder, save the right to receive the redemption price and any dividend which has been declared in respect of their shares prior to the relevant redemption day and, in particular, will not have the right to receive notice of, attend or vote at any meetings of BHMS.

The BHMS directors may declare a suspension of the determination of the BHMS net asset value per share and thereby the redemption of shares in certain circumstances. No BHMS shares will be redeemed during any such period of suspension.

The BHMS directors have the right to redeem compulsorily all or part of the shares held by or for the benefit of a shareholder at any time without giving any reason therefor.

In the event that redemption requests are received for the redemption of shares representing in aggregate more than 10 per cent. (or such higher percentage as the BHMS directors determine) of the total number of BHMS ordinary shares then in issue, BHMS is entitled to reduce the requests rateably and pro rata amongst all BHMS ordinary shareholders then seeking to redeem on the relevant redemption day and to carry out only sufficient redemptions which, in aggregate, amount to 10 per cent. (or such higher percentage as the BHMS directors determine) of the BHMS ordinary shares then in issue. BHMS ordinary shares which are not redeemed but which would otherwise have been redeemed will be redeemed on the next redemption day (subject to any further deferral if the deferred requests themselves exceed in aggregate 10 per cent. (or such higher percentage as the BHMS directors determine) of the aggregate number of BHMS ordinary shares then in issue) in priority to any other BHMS ordinary shares for which redemption requests have been received.

The BHMS directors currently expect not to exercise their powers to defer redemptions of shares in BHMS except to the extent that they consider that existing holders of such shares would otherwise be materially prejudiced or that such exercise is necessary to comply with applicable law or regulation.

One or more Underlying Funds, or the funds in which they invest, may also operate "redemption gates" which allow them to defer redemption requests in certain circumstances.

Calculation of the Net Asset Value of BHMS

The net asset value of BHMS and the net asset value per share of each class of shares will be determined by the BHMS Administrator as at 4.00 pm (London time) on the final business day of each month (a "Valuation Day") or as at such other times as the BHMS directors may determine (each such time a "Valuation Point"). The BHMS directors have resolved that the Valuation Point with respect to any security or investment denominated in the currencies of Australia, New Zealand, Japan or any other country within Asia or Australasia, will be valued as at the closing time of the appropriate local exchange on the relevant Valuation Day, unless the BHMS directors determine otherwise either generally or in any particular case. The net asset value of BHMS will be equal to the value of its total assets less its total liabilities.

Assets of BHMS are valued in accordance with the following principles:

  • (A) Illiquid Investments will be valued at cost for so long as the BHMS directors shall in their sole discretion determine and thereafter at fair value as determined by the BHMS directors in their sole discretion until they are realised;
  • (B) shares or units in the Underlying Funds will be valued at the last available net asset value for such shares or units as at the Valuation Point on the relevant Valuation Day as supplied by the administrator thereof or by such other person as the BHMS directors in their discretion shall determine, failing which they shall be valued at the last available net asset value whether estimated or actual which is calculated prior to such Valuation Point, provided that if events have occurred which may have resulted in a material change in the net asset value of such shares or units since the date on which the last net asset value was calculated, the value of such shares or units may be adjusted in order to reflect, in the reasonable opinion of the BHMS directors, such change;
  • (C) any security which is listed or quoted on any securities exchange or similar electronic system and regularly traded thereon will be valued at (i) its closing price, if such market is closed at the Valuation Point on the relevant Valuation Day, or (ii) at the last traded price, if such market is open as at the Valuation Point on the relevant Valuation Day and there have been one or

more trades executed in the market within the fifteen minutes preceding such Valuation Point, or (iii) the last quoted midmarket price if no trades have been executed in the market within the fifteen minutes preceding the Valuation Point on the relevant Valuation Day, as adjusted in such manner as the BHMS directors, in their sole discretion, think fit, having regard to the size of the holding, and where prices are available on more than one exchange or system for a particular security the price will be the closing price or last traded price or last quoted mid-market price, as the case may be, on the exchange which constitutes the main market for such security or the one which the BHMS directors in their sole discretion determine provides the fairest criteria in ascribing a value to such security;

  • (D) any security (other than an Illiquid Investment) which is not listed or quoted on any securities exchange or similar electronic system or if, being so listed or quoted, is not regularly traded thereon or in respect of which no prices as described above are available, will be valued at its probable realisation value as at the Valuation Point as determined by the BHMS directors in good faith having regard to its cost price, the price at which any recent transaction in the security may have been effected, the size of the holding having regard to the total amount of such security in issue, and such other factors as the BHMS directors in their sole discretion deem relevant in considering a positive or negative adjustment to the valuation;
  • (E) investments, other than securities, which are dealt in or traded through a clearing firm or an exchange or through a financial institution will be valued as at the Valuation Point by reference to the most recent official settlement price quoted by that clearing house, exchange or financial institution. If there is no such price, then the average will be taken between the lowest offer price and the highest bid price as at the Valuation Point on any market on which such investments are or can be dealt in or traded, provided that where such investments are dealt in or traded on more than one market, the BHMS directors may determine at their discretion which market shall prevail;
  • (F) investments, other than securities, including over-the-counter derivative contracts, which are not dealt in or traded through a clearing firm or an exchange or through a financial institution, will be valued at their fair value based on the methodologies approved by the BHMS directors;
  • (G) deposits will be valued at their cost plus accrued interest; and
  • (H) any value (whether of an investment or cash) otherwise than in US Dollars will be converted into US Dollars at the rate (whether official or otherwise) which the BHMS directors in their absolute discretion deem applicable as at the Valuation Point on the relevant Valuation Day, having regard, among other things, to any premium or discount which they consider may be relevant and to costs of exchange.

The BHMS directors may, at their discretion, permit any other method of valuation to be used if they consider that such method of valuation better reflects value generally or in particular markets or market conditions and is in accordance with good accounting practice.

Prime brokers and custodians to BHMS

The allocation of assets between the prime brokers and custodians to BHMS will be determined by the nature and type of transaction. BHMS reserves the right to change the prime brokerage and custodian arrangements described below by agreement with either of the prime brokers and custodians or, in its discretion, to appoint additional or alternative prime broker(s) or custodian(s) without notice to shareholders of BHMS.

Credit Suisse Securities (USA) LLC

Credit Suisse Securities (USA) LLC ("CSSU") acts as a prime broker and custodian to BHMS pursuant to the terms and conditions of a Customer Agreement (together with the Annexes and Schedules thereto) dated 26 February 2008, as amended and restated by way of an Amended and Restated Customer Agreement (together with the Annexes and Schedules thereto) dated 22 December 2009 (the "CSSU Prime Brokerage Agreement"). CSSU is a part of the Credit Suisse Group and is based in New York, with offices worldwide. CSSU is authorised and regulated by the US Federal Reserve Board. CSSU provides prime brokerage services to BHMS under normal commercial terms pursuant to the CSSU Prime Brokerage Agreement. These services include the provision to BHMS of clearing, settlement and foreign exchange services pursuant to which CSSU or its affiliates enter into transactions with BHMS on either a principal or agency basis.

In accordance with applicable US law, including but not limited to the rules and regulations of the US Securities and Exchange Commission, all of the assets of BHMS are held in the name of BHMS and beneficial ownership thereof is recorded on the books of CSSU as belonging to BHMS. The rules of the US Securities and Exchange Commission require that CSSU hold all fully-paid and excess margin customer securities either physically or in a control location. To the extent of applicable US law, such securities and cash will generally not be available to the creditors of CSSU. CSSU is authorised, within the limits of

applicable US law, to lend to itself or to others and to pledge, repledge, hypothecate or rehypothecate assets of BHMS which are held as margin, in which event BHMS will only have a right to the return of equivalent assets. CSSU has a security interest in all securities and other property of BHMS that are held in an account at CSSU or its affiliates to secure the payment and performance by BHMS of its obligations to CSSU and its affiliates.

CSSU may appoint sub-custodians of the assets of BHMS. CSSU will exercise reasonable skill, care and diligence in the selection of any such sub-custodian and will be responsible to BHMS for satisfying itself as to the ongoing suitability of such sub-custodian to provide custodian services to BHMS, will maintain an appropriate level of supervision over such subcustodian and will make appropriate enquiries periodically to confirm that the obligations of such sub-custodian continue to be competently discharged.

BHMS may terminate the CSSU Prime Brokerage Agreement upon 30 days' prior written notice to CSSU (except that the Customer Agreement will remain applicable to any transactions then outstanding) and such other notice (if any) as such Annexes shall require. CSSU may terminate the CSSU Prime Brokerage Agreement upon 90 days' prior written notice to BHMS (except that the Customer Agreement will remain applicable to any transactions then outstanding) and such other notice (if any) as such Annexes shall require.

BHMS has agreed to indemnify and hold harmless, and pay or reimburse on demand, CSSU and its officers, directors, employees, agents and affiliates for any reasonable direct loss, claim, damage or expense (including reasonable attorneys' fees and expenses, reasonable accountants' fees and expenses, direct damages, fines and penalties but excluding ordinary overheads) except to the extent that the same result from CSSU's negligence, wilful misconduct, bad faith, fraud or breach of applicable law or regulation, or a material breach of the terms of the CSSU Prime Brokerage Agreement or any other agreement between CSSU and BHMS.

CSSU is a registered broker-dealer with the US Securities and Exchange Commission and is a registered futures commission merchant with the US Commodity Futures Trading Commission. CSSU has no decision-making responsibility relating to BHMS' investments, which decisions remain the responsibility of BHMS at all times. CSSU has no responsibility for any of BHMS' assets that are not held by CSSU or its affiliates. CSSU and BHMS may amend the terms of the CSSU Prime Brokerage Agreement in writing at any time. CSSU and BHMS may terminate the CSSU Prime Brokerage Agreement at any time upon notice as set forth in the CSSU Prime Brokerage Agreement. CSSU has no responsibility for the preparation of this document or the activities of BHMS or its affiliates and accepts no responsibility for any information contained in this document.

Credit Suisse Securities (Europe) Limited

BHMS has appointed Credit Suisse Securities (Europe) Limited ("CSSE") as a prime broker and custodian pursuant to the amended and restated Master Prime Brokerage Terms dated 6 December 2010 entered into between BHMS and CSSE and its affiliates, as supplemented by CSSE's standard terms and conditions (the "CSSE Prime Brokerage Terms"). CSSE may provide prime brokerage services under the CSSE Prime Brokerage Terms. These services may include the provision to BHMS of financing, execution, clearing, settlement, reporting, securities lending and foreign exchange facilities. In addition, CSSE serves as a custodian of those of BHMS' securities which it holds. CSSE is authorised by the PRA and is regulated by the FCA and the PRA.

Securities that are held by CSSE as custodian ("Custody Securities") are required to be held by CSSE on trust in accordance with the terms of the CSSE Prime Brokerage Terms and the rules of the FCA. The Custody Securities are identified and recorded separately from any of CSSE's own assets, and CSSE shall establish an account or accounts for such purpose, the title of which will make it clear that assets in such account are Custody Securities and as such are held on trust for the benefit of BHMS. The Custody Securities should therefore be unavailable to the creditors of CSSE or any other entity in the event of CSSE's insolvency. However, CSSE is entitled to hold Custody Securities and treat them as fungible with securities of other customers in a pooled client custody account and to allocate specific securities (not being the original securities received) to BHMS, provided that the securities so allocated are of identical type, nominal value, description and amount to those originally deposited. Where, due to the nature of the law or market practice of an overseas jurisdiction, it is in BHMS' best interests, or it is not feasible to do otherwise, BHMS' registrable securities may be held in the name of CSSE or an eligible custodian and, in such circumstances, may not be as well protected as if they were held in the name of BHMS. However, such securities will be clearly identified on the books of CSSE as belonging to BHMS.

In addition, where CSSE, acting in good faith, reasonably believes that the security granted under the CSSE Prime Brokerage Terms may not be effective in a particular market or jurisdiction and CSSE has agreed to provide a cash loan to BHMS against the value of securities held by BHMS in the relevant market or jurisdiction, then CSSE may require that such securities will not be held by CSSE as custodian, but ownership of such securities will be transferred to CSSE for the duration of the relevant cash loan. In relation to such securities ("Specified Assets"), CSSE shall be obliged only to return equivalent securities and

BHMS will have a right against CSSE for the return of equivalent securities. CSSE will not transfer any Specified Assets without BHMS' express instruction. BHMS will rank as an unsecured creditor in relation thereto and, in the event of the insolvency of CSSE, BHMS may not be able to recover equivalent securities in full, or at all.

As security for the payment and performance by BHMS of all of its obligations to CSSE, BHMS has granted a first fixed charge in favour of CSSE over any and all of its right, title and interest in cash and other assets/securities held by CSSE and has assigned by way of security any and all of its right, title and interest in any other product specific agreements with CSSE.

CSSE has agreed that any credit cash balances held in excess of the absolute value of all sums that are due and payable by BHMS to CSSE on any business day will be subject to the protections conferred by the FCA's client money rules. BHMS' cash that is not excess cash will not be segregated from CSSE's own cash and may be used by CSSE in the course of its business and, in the event of the insolvency of CSSE, BHMS may not be able to recover such cash in full, or at all.

CSSE has discretion to delegate to third parties (including its affiliates) all or any of its rights, powers and discretions relating to the provision by it of custody services under the CSSE Prime Brokerage Terms, on such terms as it sees fit. CSSE shall exercise reasonable skill, care and diligence in the selection of any sub-custodian and will be responsible to BHMS for satisfying itself as to the ongoing suitability of any sub-custodian to provide custodial services to BHMS, for the maintenance of an appropriate level of supervision over such sub-custodian and for making appropriate periodic enquiries to confirm that the obligations of such sub-custodian to CSSE are competently discharged. CSSE will be responsible and liable for the solvency and acts or omissions of any sub-custodian who is an affiliate of CSSE.

In addition to CSSE's ability to take ownership of Specified Assets, CSSE is authorised to sell, borrow, lend or otherwise transfer or use Custody Securities for CSSE's own purposes up to an amount not exceeding the equivalent value in US dollars of 100 per cent. of certain of BHMS' obligations to CSSE, calculated in accordance with a formula set out in the CSSE Prime Brokerage Terms ("Rehypothecated Securities"). Rehypothecated Securities will become the property of CSSE and BHMS will have a right against CSSE for the return of equivalent securities. Such Rehypothecated Securities will not therefore be held in the name of BHMS and will be available to the creditors of CSSE in the event of its insolvency or default. BHMS will rank as an unsecured creditor in relation thereto and, in the event of the insolvency of CSSE, BHMS may not be able to recover equivalent securities in full, or at all.

BHMS has agreed to indemnify CSSE and its directors, officers, employees, agents and affiliated persons ("Indemnified Persons") for any reasonable direct loss, claim, damage or expense (including reasonable legal fees, accountants' fees, fines and penalties) incurred or suffered by, or asserted, against any Indemnified Person arising out of or in connection with the CSSE Prime Brokerage Terms or pursuant to authorised instructions received by CSSE from BHMS or its agent. BHMS has also agreed to fully reimburse each Indemnified Person for any reasonable fees and expenses (including legal fees) when incurred by it in connection with any claim, action, proceeding or activity of such Indemnified Person in connection with the CSSE Prime Brokerage Terms. Notwithstanding the foregoing, no Indemnified Person shall be indemnified in respect of claims which result from negligence, bad faith, wilful misconduct, fraud or breach of applicable law or regulation, or a material breach of the CSSE Prime Brokerage Terms by one or more Indemnified Persons.

The CSSE Prime Brokerage Terms provide that neither CSSE nor its affiliates (nor its or their directors, officers, employees, agents or counsel) will be liable under the CSSE Prime Brokerage Terms except for its or their own negligence, wilful misconduct, bad faith, fraud or material breach of the CSSE Prime Brokerage Terms or to the extent that CSSE or its affiliate(s) should reasonably have known of such law or regulation, a breach of such applicable law or regulation.

In no circumstances will CSSE or BHMS be liable for any consequential loss or damage arising from certain events beyond their control as more particularly described in the CSSE Prime Brokerage Terms.

The CSSE Prime Brokerage Terms provide for a number of events of default which may allow CSSE to terminate the CSSE Prime Brokerage Terms which include insolvency, failure to pay or deliver, breach of agreement, repudiation, and breach of representation or warranty on the part of BHMS. In addition, if an act of insolvency or breach of representation or warranty occurs with respect to CSSE, then this will constitute an event of default which may allow BHMS to terminate the CSSE Prime Brokerage Terms.

The CSSE Prime Brokerage Terms may be terminated at any time (i) by CSSE upon ninety days' prior written notice to BHMS or (ii) by BHMS upon thirty days' prior written notice to CSSE.

CSSE has no decision-making discretion relating to BHMS' investments. CSSE is a service provider to BHMS and is not responsible for the preparation of this document or the activities of BHMS and therefore accepts no responsibility for any information contained in this document.

PART VII AMENDMENTS TO THE MANAGEMENT AGREEMENT

If the BHMS Proposal is implemented, the Management Agreement will be amended to provide for the management fee and performance fee to be paid to the Manager as follows (and the Manager's existing entitlement to an annual management fee of 0.5 per cent. of NAV will be removed):

  • For the provision of the services under the Management Agreement, the Manager will be entitled to receive a management fee equal to 1/12 of 2 per cent. per month of the Net Asset Value of each class of Shares (before deduction of that month's management fee and before deduction of any accrued performance fee, as set out below) calculated as at the last business day in each month and payable monthly in arrear.
  • In addition to the management fee, the Manager will be entitled to receive a semi-annual performance fee payable in arrear equal to the aggregate of 20 per cent. of the appreciation (if any) in the Net Asset Value of each class of Shares (adjusted for any increases or decreases in Net Asset Value arising from issues (including the sale or re issue of Shares held in treasury), repurchases or redemptions of Shares and calculated before deduction of the performance fee in respect of the relevant period) since the end of the period in respect of which a performance fee was last earned i.e., a high water mark. The high water mark will initially be set at a level agreed between the Company and the Manager that is intended to take account of the extent to which any of the Company's existing underlying investments are performing below existing high water marks immediately prior to their contribution to BHMS (meaning that the high water mark cannot be set until the prevailing net asset values at the time of the contribution are known). The high water mark will be announced to Shareholders by regulatory information service once it has been determined.
  • The performance fee will accrue on an on-going basis and accruals will be reflected in the Company's published NAV.
  • Any accrued performance fee in respect of Shares which are repurchased, redeemed or cancelled prior to the date on which the performance fee would otherwise have become payable in respect of those Shares will crystallise and become payable on the date of such repurchase, redemption or cancellation.
  • On the business day preceding the last business day of each period in respect of which a performance fee is payable, the Company shall pay an estimated performance fee to the Manager in respect of that period. The estimated fee shall be the performance fee payable to the Manager in respect of that period as estimated by the Company's administrator on the basis of the estimated Net Asset Value of each class of Shares as at the close of business on the tenth business day in June and December in each year. The difference between the estimated fee paid in respect of any period and the actual performance fee payable in respect of that period shall be paid to the Manager within 15 business days of the end of the period, provided that if the difference is a negative amount then it shall be repaid by the Manager to the Company at such time.

In addition, the Management Agreement will be amended to provide that either the Company or the Manager may terminate the Management Agreement on the giving of twelve months' written notice to the other party (compared to twenty four months currently), or alternatively the Company may terminate the Management Agreement on 90 days' notice by payment to the Manager of an amount equal to the aggregate of the Management Fee during such twelve month period (such amount to be calculated for the whole of such period by reference to the NAV of the Company prevailing immediately prior to the date of termination).

The Management Agreement will also be amended to clarify for purposes of the third country marketing provisions of the Alternative Investment Fund Managers Directive that the alternative investment fund manager of the Company is Brevan Howard Capital Management Limited in its capacity as general partner of Brevan Howard Capital Management LP. This will have no material impact on the company or on shareholders.

The following principal terms of the Management Agreement will remain substantively unchanged as a result of implementation of the BHMS Proposal, except to reflect that the Company will be invested in BHMS and not the Global Opportunities Master Fund:

• The Company will reimburse the Manager any reasonable legal fees and expenses incurred by the Manager in connection with its services under the Management Agreement and such other expenses as may be agreed in writing between the Company and the Manager from time to time.

  • The Manager will not be liable for any loss arising from errors of fact or judgment or any action taken (or omitted to be taken) by it or any of its directors, officers or employees howsoever arising except to the extent that any such error, action or omission is a result of a material breach of the Management Agreement or the gross negligence, wilful default or fraud of the Manager or by its directors, officers or employees.
  • The Company will indemnify the Manager and its directors, officers and employees (each an "indemnified person") against all liabilities, obligations, losses, damages, suits and expenses which may be incurred or asserted against the indemnified person other than those resulting from the gross negligence, wilful default, fraud or material breach of the Management Agreement by the indemnified person.
  • The Company may terminate the Management Agreement on the giving of 30 days' written notice to the Manager if the manner in which BHMS invests results in a material breach of the Company's published investment policy, and 90 days' written notice to the Manager if the Manager has committed a material breach of its obligations and, if such breach is capable of being remedied, has not been remedied within 30 days of receipt of written notice from the Company requiring such remedy.
  • The Company may terminate the Management Agreement forthwith at no cost to the Company by notice in writing to the Manager, including, inter alia, if the Manager ceases to be manager of BHMS, where the Manager has been fraudulent or grossly negligent in performing its obligations, the winding-up of the Company following an unsuccessful continuation vote, or the occurrence of a significant adverse change in the management or operations of the Manager.
  • The Management Agreement provides that if the date on which a Class Closure Resolution is passed is on or before 29 May 2015, the Manager is entitled to be paid an amount equal to that portion of the costs and expenses of the Offer that were borne by the Manager and attributable to each Share of the relevant class.
  • The Management Agreement provides that the Manager is entitled to a fractional repayment of its outstanding IPO costs in respect of each US\$1 by which any repurchase by the Company of its shares reduces its aggregate NAV below US\$1,044,631,308 (calculated by reference to the exchange rates prevailing at the time of the Company's initial public offering) at any time on or before 29 May 2015.
  • In addition, the Management Agreement provides that the Manager is entitled to be paid an amount equal to its outstanding IPO costs but without double recovery of any amounts previously paid pursuant to the prior paragraph if the Management Agreement is terminated by the Company during the period ending on the seventh anniversary of Admission: (a) without cause; (b) on the basis of a resolution being passed to wind up the Company; or (c) because the BHMS NAV on any BHMS calculation date is more than 25 per cent. lower than the average BHMS NAV over the last twelve calculation dates.
  • The Manager is entitled to treat the Management Agreement as terminated if the Company requests redemption of all or part of any of the Company's holding in BHMS other than in the circumstances set out below. If the Manager terminates the Management Agreement in such circumstances it is entitled to be paid an amount equal to the aggregate of the Management Fee that would otherwise have been payable during the twelve months following the date of such notice (such amount to be calculated for the whole of such period by reference to the Company's NAV prevailing immediately prior to the date of termination).
  • The Company may request redemption without such consequences in the following circumstances:
  • if the Management Agreement is terminated on notice by the Company;
  • to the extent required to enable the Company to satisfy the costs of its share repurchases and discount management policy or to give effect to any resolutions passed by the Shareholders in connection with the Company's discount management provisions;
  • to the extent required to enable the Company to meet its operating expenses or interest, principal or other payment obligations under any credit facility taken for the purpose of funding share repurchases or satisfying working capital requirements;
  • if there is introduced by the Company or BHMS any new material fee payable to the Manager, which is payable directly by the Company or indirectly by the Company and its shareholding in BHMS but is not payable at the date that the Management Agreement was entered into;

  • if the BHMS NAV per share on any calculation date is more than 25 per cent. lower than the average BHMS NAV per share on any of the previous twelve calculation dates;

  • following a Class Closure Resolution;
  • if at any time the way that BHMS invests results in a material breach of the Company's published investment policy and, if such breach is capable of being remedied, has not been remedied within 30 days of receipt by BHMS of written notice from the Company requiring such remedy.
  • The Manager may charge or assign the benefit of its rights under the Management Agreement as security to third parties.

No amendments will be made to the Management Agreement if the BHMS Proposal is not implemented.

PART VIII Risk Factors

The decision to vote for or against the BHMS Proposal is a matter for each individual Shareholder. However, certain risks (which are not intended to be exhaustive) which Shareholders may wish to take into consideration in considering the BHMS Proposal and BHMS are set out below. The Board considers that the risks described below are the material risks related to the BHMS Proposal at the date of this document. Shareholders should carefully consider the risk factors set out below (and any other factors they might consider relevant) before deciding whether or not to vote in favour or against the BHMS Proposal. Given the degree of commonality between the Company's current investment portfolio and that of BHMS, the majority, if not all, of the risks described below relating to BHMS and the Underlying Funds also apply to the Company and its investments.

Whilst the Board considers the risks below to be the material risks related to the BHMS Proposal as at the date of this document, other risks may be applicable to the matters set out in this document or a continued holding of shares in the Company.

The risk factors in this document do not constitute legal, tax, investment or other advice and any Shareholder who is in any doubt about the action it should take is recommended to seek immediately suitable advice from an appropriately qualified independent adviser.

Risks relating to the Company and the BHMS Proposal

There can be no guarantee that the Company's investment performance or share prices will improve as a result of implementation of the BHMS Proposal. It is possible that the future investment performance of BHMS may not be as successful as its past performance or the past performance of the Global Opportunities Master Fund. Shareholders should bear in mind that past performance is no guarantee of future performance.

Further, if the BHMS Proposal is implemented, whether or not BHMS' future investment performance is positive, there can be no guarantee that the Company's shares will not trade at a discount to its Net Asset Value in the future. Notwithstanding the Company's redemption and share buy-back powers and other discount management provisions, there is no guarantee that the market price of the Shares will fully reflect their underlying Net Asset Value at any time. As with all listed investment company shares, the discount (or premium) to the Net Asset Value at which Shares trade may fluctuate from day to day, depending on factors such as supply and demand, market conditions and general sentiment. The discount to NAV at which Shares of a class currently trade may not reduce, and indeed may increase, whether or not the BHMS Proposal is passed.

If the BHMS Proposal is not implemented, the Company will remain invested in the Global Opportunities Master Fund so will not be able to take advantage of any benefits resulting from an investment in BHMS. Further, the terms of the existing Management Agreement with the Manager will continue to apply. Shareholders would not be able to vote on the future of the Company unless and until further Class Closure Resolutions were triggered in accordance with the Articles or if the Board were to decide to present any new proposal to the Shareholders.

If the BHMS Proposal is implemented, the Company will become one of three feeder funds into BHMS. Unlike the Company, the other two feeder funds are open-ended. It is possible that the Company may be adversely affected by redemptions from BHMS by those other feeder funds, either because any such redemptions (or proposed redemptions) may restrict the ability of the Company to redeem its own investment in BHMS or because the investment performance of BHMS could conceivably decline as a result of redemptions by the other feeder funds. In addition, as BHMS may invest in Illiquid Investments which it may not be able to realise in whole or in part for the purposes of funding the payment of redemption proceeds of its shares. Consequently, substantial redemptions of shares in BHMS by the other feeder funds may result in such Illiquid Investments constituting an increasing proportion of BHMS' portfolio. This may result in the remaining shareholders having an increased exposure to such Illiquid Investments and the risks associated therewith. In addition, Illiquid Investments may incur high transaction costs, particularly in times of market stress.

It is possible that Investment Manager Allocations may expose the Company to more speculative investment strategies (and, therefore, a greater chance of loss) than are present in the Company's existing investment portfolio.

Risks relating to BHMS

The nature of BHMS' investments involves certain risks and BHMS and the Underlying Funds utilise investment techniques (such as leverage, short selling and the use of derivatives) which may carry additional risks. An investment in BHMS therefore carries substantial risk and is suitable only for persons which can assume the risk of losing their entire investment. It should be noted that most, if not all, of these risks also apply to an investment in the Global Opportunities Master Fund.

In particular:

Allocation Risk

The Manager has the discretion to invest all or part of the assets of BHMS in only one Underlying Fund, or a selected number of Underlying Funds. Similarly, the Manager has the discretion to liquidate all or part of BHMS' investments in only one Underlying Fund, or a selected number of Underlying Funds. Although the discretion of the Manager to allocate BHMS' investments as aforementioned is subject to the investment objective and approach of BHMS, there is no guarantee that the exercise of such discretion by the Manager will not result in a loss to BHMS. It is also possible that the ability of BHMS to invest in a specific Underlying Fund may be subject to capacity constraints agreed with third parties which may conceivably be lower than the amount that the Manager would otherwise choose to allocate to that Underlying Fund.

Availability of Investment Strategies

The success of BHMS' or an Underlying Fund's investment activities depends on the ability of the investment manager(s) of BHMS or such Underlying Fund to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the financial markets, as well as to assess the import of news and events that may affect the financial markets. Identification and exploitation of the investment strategies to be pursued by BHMS or an Underlying Fund involves a high degree of uncertainty. No assurance can be given that the investment manager(s) will be able to locate suitable investment opportunities in which to deploy all of the assets of BHMS or such Underlying Fund, respectively, or to exploit discrepancies in the securities and derivatives markets. A reduction in market liquidity or the pricing inefficiency of the markets in which BHMS or an Underlying Fund seeks to invest, as well as other market factors, will reduce the scope for BHMS' or such Underlying Fund's respective investment strategies. BHMS or an Underlying Fund may be adversely affected by unforeseen events involving, without limitation, such matters as changes in interest rates or the credit status of an issuer, government programmes regarding mortgage borrowings, forced redemptions of securities, break-up of planned mergers, unexpected changes in relative value, short squeezes, inability to short stock or changes in tax treatment.

Any factor which may lessen the prospect of major trends in the future (such as increased governmental control of, or participation in, the markets) may reduce an investment manager's ability to trade profitably. Any factor which would increase the difficulty of executing timely trades, such as a significant decrease in liquidity in a particular market, may also be detrimental to BHMS. Furthermore, an investment manager may modify or alter its strategy from time to time in an attempt to better evaluate market movements. No assurance can be given that the strategies used by any investment manager(s) will be successful under all or any market conditions. In addition, it is not known what effect, if any, the size of BHMS' account or an increase in total funds being managed by an investment manager and its affiliates and connected persons will have on the performance of such strategies.

Borrowing

BHMS uses, and the Underlying Funds may use, borrowings for the purpose of making investments. The use of borrowing creates special risks and may significantly increase BHMS' or such Underlying Fund's investment risk. Borrowing creates an opportunity for greater yield and total return but, at the same time, will increase BHMS' and/or such Underlying Fund's exposure to capital risk and interest costs. Any investment income and gains earned on investments made through the use of borrowings that are in excess of the interest costs associated therewith may cause the net asset value of the shares to increase more rapidly than would otherwise be the case. Conversely, where the associated interest costs are greater than such income and gains, the net asset value of the shares may decrease more rapidly than would otherwise be the case.

Business Risk

There can be no assurance that BHMS or any Underlying Fund will achieve its investment objective. There is limited operating history by which to evaluate their likely future performance. The investment results of BHMS and the Underlying Funds are reliant upon the success of the Manager and the investment managers of BHMS and the Underlying Funds. The past performance of the Manager, BHMS and the investment managers, as appropriate, cannot be construed as an indication of the future results of an investment in BHMS. There can be no assurance that the performance of BHMS or an Underlying Fund will be similar to the previous results of any other fund or account to which the Manager acts as manager or the investment managers(s) of BHMS or such Underlying Fund, as appropriate, act as investment managers. BHMS and the Underlying Funds compete with each other and with other hedge funds and market participants (such as public or private investment funds and the proprietary desks of investment banks) for investment opportunities. The number of such hedge funds and market participants and the scale of the assets managed by such entities may increase. Such competitors may be substantially larger and have considerably greater financial, technical and marketing resources than are available to BHMS or they may also have a lower cost of capital and access to funding sources that are not available to BHMS or the Underlying Funds, which may create competitive disadvantages with respect to investment opportunities. The net effect of these developments may be to reduce the opportunities available for the Manager or the investment manager(s) of BHMS or any relevant Underlying Fund, as appropriate, to generate returns and/or to reduce the quantum of these returns. Historic opportunities for some or all hedge fund

strategies may be eroded over time whilst structural and/or cyclical factors may reduce investment opportunities for the Manager or the investment manager(s) of BHMS or any Underlying Fund, as appropriate, thereby temporarily or permanently reducing the potential returns of BHMS.

The "Volcker Rule" component of the Dodd-Frank Act materially restricts proprietary speculative trading by banks, "bank holding companies" and other regulated entities. As a result, there has been a significant influx of new portfolio managers into private investment funds who had previously traded institutional proprietary accounts. Such influx can only increase the competition for BHMS and/or the Underlying Funds from other talented portfolio managers trading in BHMS' and/or the Underlying Fund's investment sector.

Counterparty Insolvency

The stability and liquidity of swap transactions, forward transactions and other over-the-counter derivative transactions depend in large part on the creditworthiness of the parties to the transactions. It is expected that the investment manager(s) of BHMS and any relevant Underlying Fund will continue to monitor on an ongoing basis the creditworthiness of firms (including the Prime Brokers and Custodians and the prime brokers or custodians of such Underlying Fund, as the case may be) with which BHMS or such Underlying Fund will enter into interest rate swaps, caps, floors, collars or other over-the-counter derivatives. If there is a default by the counterparty to such a transaction, BHMS or such Underlying Fund, as the case may be, will under most normal circumstances have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual remedies may involve delays or costs which could result in the net asset value of BHMS or the net asset value of the relevant Underlying Fund being less than if BHMS or such Underlying Fund, respectively, had not entered into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent. If one or more of BHMS' or an Underlying Fund's counterparties were to become insolvent or the subject of liquidation proceedings in any jurisdiction, there is a risk that the recovery of BHMS' or such Underlying Fund's respective securities and other assets from such counterparty will be delayed or be of a value less than the value of the securities or assets originally entrusted to such counterparty.

In addition, BHMS or one or more Underlying Funds may use counterparties located in various jurisdictions around the world. Such counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to BHMS' or such Underlying Fund's assets will be subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalise about the effect of their insolvency on BHMS or an Underlying Fund and its respective assets. Shareholders should assume that the insolvency of any counterparty would result in a loss to BHMS, which could be material. Notwithstanding the foregoing, there are increased risks in dealing with offshore and unregulated counterparties, including the risk that assets may not benefit from the protection afforded to "customer funds" deposited with regulated counterparties. BHMS or one or more Underlying Funds may be required to post margin for its foreign exchange transactions with foreign exchange counterparties who are not required to segregate customer funds. In the case of a counterparty's bankruptcy or inability to satisfy substantial deficiencies in other customer accounts, BHMS or an Underlying Fund may recover, even in respect of property specifically traceable to BHMS' or the Underlying Fund's account, only a pro rata share of all property available for distribution to all of such counterparty's customers.

Counterparty Risk

BHMS or one or more Underlying Funds may enter into transactions with counterparties (including a prime broker and custodian of BHMS or an Underlying Fund) which become unable or unwilling to fulfil their contractual obligations. There can be no assurance that any such counterparty will not default on its obligations to BHMS or one or more Underlying Funds. In the event of a counterparty default, BHMS or one or more Underlying Funds could experience significant losses. BHMS or one or more Underlying Funds may have exposure to trading counterparties other than the prime brokers and custodians of BHMS or the Underlying Fund. Where BHMS or an Underlying Fund delivers collateral to its trading counterparties under the terms of its ISDA master agreement and other trading master agreements, either by posting initial margin or on a daily mark-to-market basis, circumstances may arise where a counterparty may be over-collateralised or BHMS may from time to time have uncollateralised mark-to-market exposure to a counterparty in relation to its rights to receive securities and cash. In both circumstances BHMS or such Underlying Fund, respectively, will be exposed to the creditworthiness of any such counterparty and, in the event of the insolvency of a trading counterparty, BHMS or such Underlying Fund, respectively, will rank as an unsecured creditor in relation to amounts equivalent to any such overcollateralisation and any uncollateralised exposure to such trading counterparty. In such circumstances it is likely that BHMS or the relevant Underlying Fund, respectively, will not be able to recover any debt in full, or at all.

When an ISDA master agreement is negotiated with a trading counterparty, the relevant ISDA master agreement includes a credit support annex or a credit support deed pursuant to which both parties are obliged to deliver mark-to-market collateral to reduce, or eliminate, credit exposure to the other party. BHMS or such Underlying Fund, respectively, will only enter into credit support annexes and/or credit support deeds, as the case may be, and will not trade with counterparties which will not post mark-to-market collateral.

BHMS' and the Underlying Funds' contractual arrangements with their respective trading counterparties typically contain termination provisions in the event of, among other things, a significant decline in the net asset value per share of BHMS or net asset value per share of the relevant Underlying Fund, as appropriate, calculated on a periodic basis, and/or a decline in the net asset value of BHMS or the net asset value of the relevant Underlying Fund, as appropriate, to an absolute monetary floor. Termination of any such contractual arrangements could seriously impair the ability of BHMS or an Underlying Fund, as appropriate, to carry on its business.

Cross Class Liabilities

BHMS' articles of association require the establishment of separate class accounts for each class of shares issued by BHMS and the attribution of assets and liabilities to the relevant class account. However, if the liabilities of a class of shares (including any liabilities relating to instruments used for hedging the exposure of a specific class, to the fluctuations in the price or value of certain asset classes, including but not limited to currencies) exceed its assets, the relevant creditors of BHMS may have recourse to the assets attributable to the other classes of shares.

Currency Exposure

BHMS values its investments and other assets in US Dollars. Certain of the assets of BHMS may, however, be invested in securities and other investments which are denominated in other currencies. Accordingly, the value of such assets may be affected favourably or unfavourably by fluctuations in currency rates. BHMS generally seeks to hedge its foreign currency exposure but will necessarily be subject to foreign exchange risks. There can be no assurance that any hedges which are in place from time to time will be effective. The Investment Managers may also take speculative positions in currencies for the benefit of BHMS as a whole.

BHMS and the Underlying Funds utilise such instruments as the Investment Managers and the investment managers of the Underlying Funds deem appropriate including, but not limited to, stock market index futures and put options, when seeking to hedge against currency fluctuations. There can be no guarantee that instruments suitable for hedging currency or market shifts will be available at the time when BHMS or an Underlying Fund wishes to use them or will be able to be liquidated when BHMS or an Underlying Fund wishes to do so. Moreover, in most emerging countries the markets for certain of these hedging instruments are not highly developed and in many emerging countries no such markets currently exist. In addition, BHMS may choose not to enter into hedging transactions with respect to some or all of its positions. Currency exchange costs will be incurred when BHMS changes investments from one country to another.

Many emerging markets have underdeveloped capital market structures where the risks associated with holding currency are significantly greater than in other, less inflationary markets. Currency exchange rates are highly volatile and subject to severe event risks, as the political situation with regard to the relevant foreign government may itself be volatile. Moreover, if the cash flow of the assets is contingent, it may be difficult to quantify the attendant cross-currency risk, compounding the risk of changes in underlying currencies by the other risks in the portfolio. Correlations between these risks are difficult to quantify and, therefore, difficult to hedge. An inaccurate estimation of the correlation may lead to a faulty hedge and a consequent loss in the portfolio. It should also be noted that, in highly volatile markets, predictions of correlation based on historical data can diverge dramatically from observed market moves.

Disaster Recovery

Whilst the Manager and the Investment Managers and the managers and the investment managers of the Underlying Funds have put in place safeguards including the use of redundant systems, replication, regular back-ups, emergency power, internet connections and alternative data feeds, designed to protect the interests of BHMS or the relevant Underlying Fund, as the case may be, in case of disruption of information technology, including transmission failures, there can be no guarantee that such measures will be effective against all situations or could be implemented in time and each of BHMS and the relevant Underlying Fund may be adversely affected accordingly.

Disclosure of Information

BHMS believes that disclosure of the composition of its investment portfolio could be disadvantageous to BHMS and its investors, for instance by increasing competition for limited investment capacity in underlying strategies. Accordingly, as is common with other hedge funds, BHMS normally discloses a general performance review, commentaries on and highlights of the performance and of specific strategies, certain sensitivity measures regarding BHMS' investment portfolio, stress test results and a summary of historical returns, all of which BHMS publishes on a monthly basis. Therefore, the Company will not have access to detailed information regarding the composition of BHMS' investment portfolio from time to time.

BHMS may be constrained, or may find it unduly onerous, to disclose any or all such information or to prepare or disclose such information in a form or manner which satisfies certain regulatory, tax or other relevant authorities. Failure to disclose or make available information in the prescribed manner or format, or at all, may adversely affect BHMS or its shareholders that reside in such jurisdictions.

Information Technology Systems

BHMS is dependent on the Manager and the Investment Managers for investment management, operational and financial advisory services. BHMS is also dependent on the Manager for certain management services as well as middle and back office functions. The Manager and the Investment Managers depend on information technology systems in order to assess investment opportunities, strategies and markets and to monitor and control risks for BHMS. Information technology systems are also used to trade in the underlying investments of BHMS. The BHMS directors believe that it is possible that a failure of some kind which causes disruptions to these information technology systems could materially limit the Manager's and the Investment Managers' ability to adequately assess and adjust the investments of BHMS, formulate strategies and provide adequate risk control, any of which could harm the performance of BHMS, which could have a material adverse effect on the performance of BHMS and thereby on the net asset value per share. Further, failure of the middle and/or back office functions of the Manager and the Investment Managers to process trades by BHMS in a timely fashion could prejudice the investment performance of BHMS.

Investment Management Risk

The ability of BHMS and the Underlying Funds to achieve their respective investment objective is significantly dependent upon the expertise of the Manager and the Investment Managers, and their respective partners, directors, members and employees and the Manager and the Investment Managers and their affiliates' ability to attract and retain suitable staff. The impact of the departure for any reason of a key individual (or individuals) on the ability of the Manager and the Investment Managers to achieve the investment objective of BHMS, and on the ability of an Investment Manager(s) to achieve the investment objective of an Underlying Fund, cannot be determined and may depend on amongst other things, the ability of the Manager, the Investment Managers and such investment manager(s) to recruit other individuals of similar experience and credibility. In addition, legislative, tax and/or regulatory changes which restrict or otherwise adversely affect the remuneration of key individual(s), including the ability and scope to pay bonuses, which may be imposed in the jurisdictions in which the Manager, the Investment Managers and the investment managers of the Underlying Funds operate, may adversely affect the Manager's, the Investment Managers' and/or such investment manager's, as the case may be, ability to attract or retain any such key individual(s). In the event of the death, incapacity, departure, insolvency or withdrawal of any such key individual(s), the performance of BHMS or the relevant Underlying Fund may be adversely affected.

Furthermore, some of the contractual arrangements in place with certain of BHMS' counterparties provide the relevant counterparties with rights of termination, and with certain of its investors that entitle them to redemption without penalty, if certain key employees and officers of the Investment Managers cease to have responsibility for managing BHMS' investments or similar provisions. The assertion of such rights to terminate contracts could result in BHMS' contractual positions being closed out on unsatisfactory terms and in a fewer number of potential counterparties in the future. The assertion of such rights may have a material adverse impact on the business and/ or financial condition of BHMS. There can be no assurance that the Manager or the Investment Managers would be able to mitigate the effects of the loss of any such key individual.

The continued services of the Investment Managers to BHMS are dependent on the continuation of the BHMS Management Agreement and individual investment management agreements, each of which can be terminated with notice. Similarly, the continued services of the Manager as overall manager of BHMS is dependent on the continuation of the BHMS Management Agreement.

Where an Investment Manager terminates its respective investment management agreement with the Manager or the Manager terminates the BHMS Management Agreement with BHMS, no assurance can be given that BHMS will be able to find and recruit a replacement manager or investment manager (as applicable) of similar experience and competence or as to the length of time the search for a replacement will take. Any delay in identifying another manager or investment manager (as applicable) may materially and adversely affect the achievement by BHMS of its investment objective. Similar considerations apply to the Underlying Funds and the agreements entered into with their respective managers and investment managers.

Liquidity and Market Characteristics

In some circumstances, certain of BHMS' or one or more Underlying Funds' investments may be relatively illiquid making it difficult or impossible to acquire or dispose of them at the prices quoted on the various exchanges or at the prices which the relevant Investment Manager considers to reflect their then value. Accordingly, BHMS' or such Underlying Fund's ability to respond to market movements may be impaired and BHMS or such Underlying Fund may experience adverse price movements upon liquidation of its investments. Settlement of transactions may be subject to delay and administrative uncertainties. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and BHMS or such Underlying Fund may not be able to sell them when it desires to do so or to realise what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. BHMS or such Underlying Fund may not be able to dispose readily of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale.

General economic and market conditions, such as government, central bank and regulatory intervention (whether national or supranational, co-ordinated or otherwise), currency and interest rate fluctuations, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls, concerns about terrorism and war, property and commodity prices and national and international conflicts or political circumstances, as well as natural circumstances, may affect the price level, volatility and liquidity of securities, which could result in significant losses for BHMS or such Underlying Fund.

The prices of investments that may be held by BHMS or such Underlying Fund tend to be sensitive to interest rate fluctuations and unexpected fluctuations in interest rates could cause the corresponding prices of the long and short portions of a position to move in directions which were not initially anticipated. In addition, interest rate increases generally will increase the interest carrying costs to BHMS or such Underlying Fund of borrowed securities and leveraged investments.

Furthermore, to the extent that interest rate assumptions underlie the hedging of a particular position, fluctuations in interest rates could invalidate those underlying assumptions and expose BHMS or such Underlying Fund to additional costs and losses.

Market Crisis and Governmental Intervention

The global financial markets have in the past few years gone through pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention was in certain cases implemented on an "emergency" basis without much or any notice with the consequence that some market participants' ability to continue to implement certain strategies or manage the risk of their outstanding positions was suddenly and/or substantially eliminated. In addition, as one would expect given the complexities of the global financial markets and the limited timeframe within which governments were able to take action, these interventions were sometimes unclear in scope and application, resulting in confusion and uncertainty which in itself was materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies.

The United States Federal Reserve and certain non-US governments and supra-governmental agencies and organisations have previously taken, and in certain cases continue to take, significant steps to intervene in the financial markets. Current and future government and/or supra-governmental interventions may lead to a change in valuations of securities that is detrimental to BHMS' investments. Such intervention is subject to inherent uncertainties relating to prevailing economic conditions and political considerations.

The Manager and the Investment Managers believe that it is possible that emergency intervention may take place again in the future. The Manager and the Investment Managers also believe that the regulation of financial markets is likely to be increased in the future. It is impossible to predict with certainty the impact of any such intervention and/or increased regulation on the performance of BHMS or the fulfilment of its investment objective.

Market Disruptions

BHMS and/or one or more Underlying Funds may incur major losses in the event that disrupted markets and/or other extraordinary events affect markets in a way that is not consistent with historical pricing relationships. The risk of loss from the disconnection from historical prices during periods of market disruption is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to BHMS and/or the Underlying Fund(s) from its banks, dealers and other counterparties will typically be reduced in disrupted markets. Such a reduction may result in substantial losses to BHMS and/or the Underlying Fund(s). In 1994, in 1998 and again in the "financial crisis" of 2007-2009, a sudden restriction of credit by the dealer community resulted in forced liquidations and major losses for a number of investment vehicles focused on credit-related investments. However, because market disruptions and losses in one sector can cause ripple effects in other sectors, many investment vehicles suffered heavy losses even though they were not heavily invested in credit-related investments.

In addition, the global financial markets may undergo further fundamental disruptions in the future, which could result in renewed governmental and/or supra-governmental interventions which may be materially detrimental to the performance of BHMS and/or one or more Underlying Funds. Furthermore, market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for BHMS and/or one or more Underlying Funds, and such events may result in otherwise historically low risk strategies performing with unprecedented volatility and risk. A financial exchange may from time to time suspend or limit trading. Such a suspension could render it difficult or impossible for BHMS and/or one or more Underlying Funds to liquidate affected positions and thereby expose it to losses. There is also no assurance that off-exchange markets will remain liquid enough for BHMS and/or an Underlying Fund to close out positions.

Market Liquidity and Leverage

BHMS and/or one or more Underlying Funds may be adversely affected by a decrease in market liquidity for the instruments in which it invests which may impair BHMS' ability to adjust its positions. The size of BHMS' and/or an Underlying Fund's positions may magnify the effect of a decrease in market liquidity for such instruments. Changes in overall market leverage, deleveraging as a consequence of a

decision by the prime brokers or custodians of BHMS and/or of such Underlying Fund, or other counterparties with which BHMS and/or such Underlying Fund enters into repurchase/reverse repurchase agreements or derivative transactions, to reduce the level of leverage available, or the liquidation by other market participants of the same or similar positions, may also adversely affect BHMS' and/or such Underlying Fund's portfolio.

Overlapping Investments

It is possible that BHMS or certain Underlying Funds will take positions in the same security or in issues of the same industry or country at the same time. Consequently, the possibility also exists that BHMS or certain Underlying Funds may purchase an instrument at about the same time as another Underlying Fund or BHMS decides to sell it. There can be no guarantee that the selection of Underlying Funds will result in a diversification of investment styles and that the positions taken by BHMS and the Underlying Fund(s) will always be consistent. In addition, to the extent that BHMS or certain Underlying Funds hold economically offsetting positions, BHMS, considered as a whole, cannot achieve any gain or loss despite incurring expenses.

Other Clients of the Investment Managers

The Investment Managers and/or their affiliates that provide investment management services to the Underlying Funds may manage other funds and/or accounts and each will remain free to provide such services to additional funds and accounts, including for their own accounts, in the future. An Investment Manager may vary the investment strategies employed on behalf of BHMS from those used for itself and/or for other clients. No assurance is given that the results of the trading by an Investment Manager on behalf of BHMS will be similar to that of other funds and/or accounts concurrently managed by that Investment Manager or its affiliates, including the Underlying Funds. It is possible that the Underlying Funds, such funds and accounts and any additional funds and accounts to which the Investment Managers or their affiliates in the future provide such services may compete with BHMS for the same or similar positions in the markets. Certain such other clients invest in the same, or substantially the same, assets as BHMS and/or one or more Underlying Funds. In certain circumstances, realisations of the assets of such other clients, including but not limited to, to meet redemptions of holdings by investors in such clients (which may be on shorter notice than shareholders may redeem their shares) and/or as a result of the termination of such clients' management and/or investment management arrangements may adversely affect the value, diversity and/or volatility of positions held by BHMS and/or such Underlying Fund and hence the net asset value per share of the relevant shares and/or the net asset value per share in such Underlying Fund.

Prime Broker and Custodian Insolvency

BHMS is at risk of a prime broker and/or a custodian entering into an insolvency procedure. During such a procedure (which may last many years) the use by BHMS of assets held by or on behalf of the relevant prime broker and/or custodian, as the case may be, may be restricted or following close out, may be converted into cash, and accordingly (a) the ability of the Manager and/or the Investment Managers to fulfil the investment objective may be severely constrained, (b) BHMS may be required to suspend the calculation of the net asset value and as a result subscriptions for and redemptions of shares, and/or (c) the net asset value may be otherwise affected. During such a procedure, BHMS is likely to be an unsecured creditor in relation to certain assets and accordingly BHMS may be unable to recover such assets from the insolvent estate of the relevant prime broker and/or custodian, as the case may be, in full, or at all.

Where a prime broker and custodian delegates the safe custody of BHMS' securities held by it pursuant to the relevant agreement to a subcustodian located outside of the United Kingdom, the settlement, legal and regulatory requirements in the relevant overseas jurisdiction may be different from those in the United Kingdom and there may be different practices for the separate identification of BHMS' securities. Where BHMS' securities are registered or recorded in the name of a prime broker or a sub-custodian, they may not be segregated and hence may not be as well protected as if they were registered or recorded in the name of BHMS.

Redemptions and Liquidity

There can be no assurance that the liquidity of the investments of the Underlying Funds will always be sufficient to meet redemption requests in BHMS as, and when, made. Any lack of liquidity may affect the liquidity of BHMS' shares and the value of BHMS' investments. By operating within its investment objective and approach, BHMS assumes any specific risks associated with investments in the Underlying Funds and other collective schemes.

For such reasons the payment of redemption proceeds may be deferred by BHMS directors in special circumstances, including if a lack of liquidity results in difficulties in determining BHMS' net asset value and net asset value per share.

An Underlying Fund's ability to adjust its positions may be adversely affected by a decrease in market liquidity for the instruments in which it invests. The size of an Underlying Fund's position may magnify the effect of a decrease in market liquidity for such instruments. Changes in overall market leverage, deleveraging as a consequence of a decision by the counterparties with which the relevant Underlying Fund enters into repurchase/reverse repurchase agreements or derivative transactions, to reduce the level of leverage available, or the liquidation by other market participants of the same or similar positions, may also adversely affect that Underlying Fund's portfolio.

One or more Underlying Funds may invest in unlisted emerging market securities, which may involve a high degree of business and financial risk that could result in substantial losses. Because of the relative absence of any trading market for these investments, it may take longer to liquidate, or it may not be possible to liquidate, these positions than would be the case for listed securities. Although these securities may be resold in privately negotiated transactions, the prices realised on these sales could be less than those originally paid by the relevant Underlying Fund. Further, companies whose securities are not listed will generally not be subject to public disclosure and other investor protection requirements applicable to listed securities.

One or more Underlying Funds may operate "redemption gates" which allow them to defer redemption requests in certain circumstances, such as when the relevant Underlying Fund experiences an unusually high volume of redemption requests on any given redemption day applicable to the redemption of its shares. Any such deferral by an Underlying Fund may also mean BHMS has to defer payment of redemption proceeds.

Regulatory Risks of Hedge Funds

The regulatory environment for hedge funds is evolving and changes therein may adversely affect the value of investments held by BHMS or by an Underlying Fund or the ability of BHMS or an Underlying Fund to obtain the leverage it might otherwise obtain or to continue to implement its investment approach and achieve its investment objective. In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. Regulators and self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. In addition, the regulatory or tax environment for derivative and related instruments and funds that engage in such transactions is evolving and may be subject to modification by government or judicial action which may adversely affect the value of the investments held by BHMS or an Underlying Fund. The effect of any future regulatory or tax change on BHMS or an Underlying Fund is impossible to predict with certainty.

Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during the past decade have led to increased governmental as well as self-regulatory scrutiny of the "hedge fund" and financial services industry in general. Certain legislation proposing greater regulation of the industry, such as the US Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), is considered periodically by the US Congress, as well as by the governments of non-US jurisdictions. It is impossible to predict with certainty what, if any, changes in the regulations applicable to BHMS, the Underlying Funds, the Manager, the Investment Managers, the investment managers of the Underlying Funds, the markets in which BHMS and the Underlying Funds trade and invest or the counterparties with which they do business may be instituted in the future. Any such laws or regulations may materially adversely affect BHMS' ability to continue to implement its investment approach and achieve its investment objective, as well as require increased transparency as to the identity of the shareholders.

The Dodd-Frank Act seeks to regulate markets, market participants and financial instruments that previously have been unregulated and substantially alters the regulation of many other markets, market participants and financial instruments. Because many provisions of the Dodd-Frank Act require rulemaking by the applicable regulators before becoming fully effective and the Dodd-Frank Act mandates multiple agency reports and studies (which could result in additional legislative or regulatory action), it is difficult to predict the impact of the Dodd-Frank Act on BHMS, the Underlying Funds, the Manager, the Investment Managers, the investment managers of the Underlying Funds and the markets in which BHMS and the Underlying Funds trade and invest or the counterparties with which they do business. The Dodd-Frank Act could result in certain investment strategies in which BHMS and/or an Underlying Fund engages or may have otherwise engaged becoming non-viable or non-economic to implement. The Dodd-Frank Act and regulations adopted pursuant to the Dodd-Frank Act may materially adversely affect BHMS' ability to continue to implement its investment approach and achieve its investment objective.

In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. Regulators and self-regulatory organisations, including but not limited to the US Commodity Futures Trading Commission, and exchanges are authorised to take extraordinary actions in the event of market emergencies including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of swaps, futures and/or other derivative transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by governmental, regulatory and judicial actions. The effect of any future regulatory change on BHMS and/or an Underlying Fund could be substantial and adverse including, for example, increased compliance costs, terms relating to margin, increased disclosure requirements, the prohibition of certain types of trading and/or the inhibition of BHMS' ability to continue to implement its investment approach and achieve its investment objective.

Uncovered Risks

The Investment Managers may employ various "risk reduction" techniques designed in an attempt to minimise the risk of loss in portfolio positions. A substantial risk remains, nonetheless, that such techniques will not always be possible to implement and when possible will not always be effective in limiting losses.

Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but the relevant Investment Manager may establish other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions' value. Such hedge transactions also limit the opportunity for gain if the value of a portfolio position should increase. Moreover, it may not be possible for the relevant Investment Manager to hedge against a fluctuation that is so generally anticipated that the relevant Investment Manager is not able to enter into a hedging transaction at a price sufficient to protect from the decline in value of the portfolio position anticipated as a result of such a fluctuation. In addition, the relevant Investment Manager may choose not to engage in a hedging transaction for a number of reasons, including if the expense associated with such hedging transaction is perceived as being too costly.

The successes of the relevant Investment Manager's hedging transactions are subject to that Investment Manager's ability correctly to predict market fluctuations and movements. Therefore, while the relevant Investment Manager may enter into such transactions to seek to reduce risks, unanticipated market movements and fluctuations may result in a poorer overall performance than if that Investment Manager had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio position being hedged may vary.

Underlying Funds

The Underlying Funds are speculative, sometimes highly leveraged and may employ illiquid strategies involving substantial risk of loss. The past performance of BHMS and the Underlying Funds will not necessarily be indicative of their future results. There are no material limitations on the countries, instruments or markets in which the Underlying Funds may invest or on the investment or trading strategies which they may employ. One or more of the Underlying Funds may invest in and actively trade instruments with significant risk characteristics, including risks arising from the volatility of securities, financial futures, derivatives, currency and interest rate markets, the leverage factors associated with trading in such markets and instruments, and the potential exposure to loss resulting from counterparty defaults. There can be no assurance that an Underlying Fund's investment programme will be successful or that the investment objective of an Underlying Fund will be achieved. Despite the due diligence procedures which will be used to select and monitor the individual Underlying Funds in which the assets of BHMS will be invested, there can be no assurance that past performance information in relation thereto will be indicative of how such investments will perform (either in terms of profitability or correlation) in the future.

US HIRE Act and compliance with US withholding requirements

The United States Hiring Incentives to Restore Employment Act (the "US HIRE Act") provides that a 30 per cent. withholding tax will be imposed on payments of US source income and certain payments of proceeds from the sale of property that could give rise to US source interest or dividends unless BHMS enters into an agreement with the Internal Revenue Service (the "IRS") to disclose the name, address and taxpayer identification number of certain US persons that own, directly or indirectly, an interest in BHMS, as well as certain other information relating to any such interest. The IRS has released regulations and other guidance that provide for the phased implementation of the foregoing withholding and reporting requirements.

On 29 November 2013, the United States Department of the Treasury signed a Model 1 non-reciprocal intergovernmental agreement ("Model 1 IGA") with the Cayman Islands. The Model 1 IGA modifies the foregoing requirements but generally requires similar information to be disclosed to the Cayman Islands government and ultimately to the IRS.

Although BHMS will attempt to satisfy any obligations imposed on it to avoid the imposition of this withholding tax, no assurance can be given that BHMS will be able to satisfy these obligations. If BHMS becomes subject to a withholding tax as a result of the US HIRE Act, the return of all shareholders may be materially affected. In certain circumstances, BHMS may compulsorily redeem some or all of a shareholder's shares and/or may reduce the redemption proceeds in respect of any shareholder. The Underlying Funds may be subject to similar requirements under the US HIRE Act.

Valuation Risk

The net asset value may be calculated by the BHMS Administrator based on prices provided to it by the Manager and/or the Investment Managers. To the fullest extent possible, the BHMS Administrator will independently verify the prices provided to it by the Manager and/ or the Investment Managers through independent third party sources. However, if and to the extent that the BHMS Administrator is unable to independently verify any of such prices, it may accept, use and rely on the prices provided to it by the Manager and/or the Investment Managers. There is a risk that a shareholder which redeems its shares while BHMS holds particular assets may be paid an amount less or more than it would otherwise be paid if the actual value of such assets is higher or lower than the value calculated by the BHMS Administrator. In addition, there is a risk that a subscription for shares could dilute the underlying value of such assets for the other shareholders if the actual value of such assets is higher than the value calculated by the BHMS Administrator. There is also a risk that greater management fees or performance fees may be paid by the Company than would have been paid or made if the actual value of BHMS's assets or liabilities (and, therefore, the value of the Company's investment in BHMS) is lower or higher than the value determined for the purposes of calculating those fees. None of the BHMS directors, the Manager, the Investment Managers or

the BHMS Administrator is under any liability (including any obligation to remit excess management fees or performance fees to the Company) if a price reasonably believed to be an accurate valuation of a particular asset of BHMS is found not to be such.

The subscription price and the redemption price of shares as at the relevant subscription day or redemption day, as appropriate, are based upon the net asset value as at the Valuation Point on the relevant Valuation Day, being the immediately preceding business day. It is possible that prices of assets may change materially between these dates and subscribers for, and redeemers of, shares may, in certain cases, incur a significant loss as a result.

Finally, the determination of the net asset value of BHMS, or of any class of shares, and thereby the redemption of shares, may be suspended in the event that the price or value of BHMS' investments cannot be ascertained.

Volatility

There are a large number of risks inherent in trading of the nature contemplated by BHMS and the Underlying Funds. Price movements are volatile and are affected by a wide variety of factors, including changing supply and demand relationships, credit spread fluctuations, interest rate and exchange rate fluctuations, the accuracy of implied correlations and implied volatilities of investments, international events and government policies and actions with respect to economic, exchange control, trade, monetary, military and other issues. These price movements could result in significant losses to BHMS or an Underlying Funds. Conversely, the absence or a low degree of volatility may reduce the opportunities for potentially profitable transactions and adversely affect the performance of BHMS or an Underlying Funds.

PART IX Proposed amendments to the articles

The full terms of the proposed amendments to the Articles are available from the date of this circular to the date of the Extraordinary General Meeting at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street London EC4Y 1HS and will be available at the place of the Extraordinary General Meeting for at least 15 minutes before and during the meeting.

A description of each of the proposed amendments is as follows.

BHMS Articles Amendment

The BHMS Articles Amendment will replace the existing definition of "Master Fund" contained in the Articles with a reference to "Brevan Howard Multi-Strategy Master Fund Limited, an open ended investment company incorporated in the Cayman Islands".

Board Procedure Articles Amendment

The provisions contained in the Articles which require board and board committee meetings to be held outside the United Kingdom, for directors not to participate in board or committee meetings when physically in the United Kingdom and limiting the appointment of alternates who are resident in the United Kingdom will be removed pursuant to the Board Procedure Articles Amendment.

Additional Articles Amendment

The following amendments will be made to the Articles pursuant to the Additional Articles Amendment:

  • References in the Articles to the Company's Euro shares will be deleted.
  • The quorum for meetings of the Board will be reduced from three to two.
  • The Articles will be updated to reflect the fact that CREST is now an "Authorised Operator" for the purposes of The Uncertificated Securities (Guernsey) Regulations, 2009 and the subsequent deletion of CREST Rule 8.
  • The provisions in the Articles regarding notifiable interests in the Company's shares have been updated to reflect the requirements of Chapter 5 of the Disclosure Rules and Transparency Rules as they apply to non-UK issuers.
  • The provisions in the Articles permitting the Company to require the compulsory transfer or forfeiture of shares held by persons who may cause the Company to have compliance obligations under or to risk being in violation of the US Hiring Incentive for Restoring Employment Act 2010 (which incorporates the anti-avoidance revenue provisions contained in the US Foreign Account Tax Compliance Act ("FATCA") will be deleted and replaced by provisions that permit the Company to impose on a Shareholder any withholding or deduction required by FATCA or similar laws and all associated interest, penalties and other losses, liabilities or costs that may be imposed on the Company and that is attributable to that Shareholder (or, if different, any direct or indirect beneficial owner(s) of the Shares held by such Shareholder).
  • Provisions will be inserted providing that the Company may require that Shareholders provide, and the Company (and any authorised third party agent or delegate of the Company) shall be entitled to use and disclose, any information or documentation in relation to the Shareholders and, if and to the extent required, the direct and indirect beneficial owner(s) (if any) of shares in the Company held by the Shareholders (if any), as may be necessary or desirable for the Company to comply with any reporting or other obligations and/or prevent or mitigate the withholding of tax under FATCA or other similar laws.

PART X Questions and answers on the BHMS Proposal

1. Why is the BHMS Proposal in the best interests of Shareholders?

BHMS follows a similar investment policy to the Company, in that they both invest in a range of other Brevan Howard-managed funds. In addition, a portion of the BHMS investment portfolio can be allocated to certain investment manager entities in the Brevan Howard group and thereby to specific strategies pursued by Brevan Howard traders or groups of traders. This capability to make Investment Manager Allocations provides the Manager with greater flexibility to make opportunistic allocations of BHMS's assets to take advantage of specific market trends and opportunities than is currently the case for the Global Opportunities Master Fund. If approved, the BHMS Proposal will also result in the Company having a more simplified and transparent fee structure as described further below. Consistent with the existing institutional share classes of feeder funds to BHMS, the Company will bear a simple 2% management fee and a 20% performance fee. Such fees will be payable wholly at Company level with no fees being paid to the Manager at the level of BHMS or the Underlying Funds. This means performance fees will only be payable on the aggregated net performance of the Underlying Funds so that performance in an Underlying Fund will be offset against under-performance in any other Underlying Fund.

2. How many Shareholders must approve the BHMS Proposal for it to be implemented?

In order for the BHMS Proposal to be implemented, Shareholders must approve Resolutions 1 and 2 which are being proposed at the Extraordinary General Meeting. Resolutions 1 and 2 are ordinary resolutions, meaning that a simple majority of the votes cast on the relevant Resolution must be in favour. There will be no separate class meetings of individual classes of Shares in relation to the BHMS Proposal.

3. What options are available to Shareholders who do not want the BHMS Proposal to be implemented?

Shareholders are entitled to vote against the BHMS Proposal if they so wish. However, if Resolutions 1 and 2 are passed, the BHMS Proposal will be implemented. It will be open for Shareholders to sell their Shares in the market, but no specific arrangements will be made to allow dissenting Shareholders to liquidate their investment.

4. What will be the consequences for the Company if the BHMS Proposal is not approved by Shareholders?

The Company will continue to be invested in the Global Opportunities Master Fund on the same terms as at present.

5. If Shareholders approve the Resolutions, when will the BHMS Proposal be implemented?

If Shareholders approve the Resolutions, the BHMS Proposal will be implemented, and the assets of the Company reinvested in BHMS, with effect from 1 September 2014.

6. What costs will the Company incur in connection with implementation of the BHMS Proposal?

The Company will incur the costs of financial advice and legal advice received in connection with the BHMS Proposal, which are estimated to be £350,000 in total. No specific fees will be paid to the Manager in relation to the BHMS Proposal, nor will the Company bear, directly or indirectly, any redemption, subscription or other fees in relation to the exchange of its investment portfolio for an investment in BHMS, although performance fees will crystalise and become payable in respect of some Underlying Funds. However, as these performance fees will have already been accrued and taken into account in the calculation of the Company's Net Asset Value, payment of the fees will not affect the Company's Net Asset Value.

7. If the BHMS Proposal is implemented, what limitations will there be on the Company redeeming its investment in BHMS?

The Company will be entitled to redeem its shares in BHMS in accordance with the articles of association of BHMS and the Management Agreement. Redemption by the Company of its shares in BHMS may, in certain circumstances, entitle the Manager to treat the Management Agreement as terminated and which may trigger the making of termination payments to the Manager, as described more specifically in Part VII of this document. The timing of redemptions may be subject to redemption gates being imposed by BHMS (or by Underlying Funds) in the event that a material amount of redemption requests are received by BHMS (or the relevant Underlying Fund) at the same time, as further described in Part VI.

8. What will be the net effect on the fees payable by the Company to Brevan Howard if the BHMS Proposal is implemented?

If the BHMS Proposal is implemented, the Company will pay the Manager a management fee equal to 1/12 of 2 per cent. of the Company's NAV each month. In addition, the Manager will be entitled to a performance fee equal to 20 per cent. of any appreciation in the NAV per share of each class of Shares (subject to a high water mark) in any six month period. No fees will be charged at the level of BHMS or any of its Underlying Funds. Currently the aggregate fees paid to the Manager are a combination of annual management fee of 0.5 per cent. of the Company's NAV to the Manager and the management and performance fees paid by the Global Opportunities Master Fund as an investor in various Underlying Funds. These Underlying Fund fees vary month to month depending on the composition of the Global Opportunities Master Fund portfolio and the fee rates of the Underlying Funds in which its invests.

9. Will Brevan Howard continue to be entitled to repayment of its outstanding IPO costs if the BHMS Proposal is implemented?

Yes, if on or before 29 May 2015, either the Company is wound up or a Class Closure Resolution is passed (but in the latter case only in respect of the proportion of the shares of the relevant class redeemed as a result of the class closure process). In addition, the Manager is entitled to a fractional repayment of its outstanding IPO costs in respect of each US\$1 by which any repurchase by the Company of Shares reduces its aggregate NAV below US\$1,044,631,308 (calculated by reference to the exchange rates prevailing at the time of the Company's initial public offering) at any time on or before 29 May 2015.

10. What impact will implementation of the BHMS Proposal have on the Company's discount management measures and the class closure process?

No change will be made to the Company's existing discount management arrangements. Accordingly, the Company may continue to make market purchases of Shares and the Directors will continue to have the discretion to offer the annual partial capital return to Shareholders, assuming that the Company's NAV growth justifies it.

In addition, the class closure provisions in the Articles will remain unchanged, meaning that if the average daily closing market price of a class of Shares during a calendar year is ten per cent. or more below the average NAV per Share of that class at each of the twelve month-end NAV calculation dates in that year, the Directors will be required to convene a class closure meeting in respect of that class of Shares. The earliest that a class closure meeting may be required would be in 2015, if the share price performance of a class of Shares compared to its NAV during 2014 met the relevant trigger.

11. Will the class conversion facility continue to be available following implementation of the BHMS Proposal?

Yes.

12. Will implementation of the BHMS Proposal affect the Company's status under the FCA's Non-Mainstream Pooled Investments rules?

No, the shares of the Company will remain "excluded securities", and therefore will not be subject to the FCA's non-mainstream pooled investment marketing restrictions, on the basis that the Company would qualify as an investment trust were it resident in the United Kingdom for UK taxation purposes.

PART XI Additional Information

No Significant Change in Financial Position

There has been no significant change in the financial or trading position of the Company since 31 December 2013, the date of the Company's last published audited financial statements.

Major Shareholders

As at 16 July 2014 (the latest practicable date prior to publication of this document), insofar as is known to the Company, the following persons are, directly or indirectly, interested in 5 per cent. or more of each class of the issued share capital of the Company:

Total Shares held % holding in class
1,352,424 20.12
1,206,375 17.95
623,045 9.27
581,419 8.65
2,163,493 7.57
1,531,124 5.36
1,530,544 5.36

Consent

Canaccord Genuity Limited and J.P. Morgan Cazenove have given and have not withdrawn their written consent to the inclusion in this document of the references to their respective names in the form and context in which they are included.

Documents available for inspection

Copies of the following documents are available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period from and including the date of this document until the conclusion of the Extraordinary General Meeting at the Company's registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL and at the offices of the Company's legal advisers, Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London EC4Y 1HS, United Kingdom:

  • the articles of incorporation of the Company as currently in force and as proposed to be adopted pursuant to the BHMS Articles Amendment, the Board Procedures Articles Amendment and the Additional Articles Amendment;
  • a draft of the proposed amended and restated Management Agreement;
  • the audited report and accounts of the Company for the years ended 31 December 2013, 31 December 2012 and 31 December 2011; and
  • this document.

Incorporation by Reference

This document should be read and construed in conjunction with the information set out in the table below, contained in the Company's 2013 Annual Report and Audited Financial Statements, 2012 Annual Report and Audited Financial Statements and 2011 Annual Report and Audited Financial Statements, which have been previously published and which have been filed with the FCA. Such documents shall be incorporated in, and form part of, this document, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded

for the purpose of this document to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this document. Those parts of the documents incorporated by reference in this document which are not specifically incorporated by reference in this document are either not relevant for the Shareholders or the relevant information is included elsewhere in this document.

Copies of the Company's 2013 Annual Report and Audited Financial Statements, 2012 Annual Report and Audited Financial Statements and 2011 Annual Report and Audited Financial Statements have been filed with the National Storage Mechanism or announced through a Regulatory Information Service and are available on the Company's corporate website at http://www.bhglobal.com/reporting/report-and-accounts/ and are available free of charge at the Company's registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL and at the offices of the Company's legal advisers, Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London EC4Y 1HS, United Kingdom.

Reference Document Information incorporated by reference Page number in the reference document
2013 Annual Report and Independent Auditor's Report to the 21-22
Audited Financial Statements Members of BH Global Limited
Audited Statement of Assets and Liabilities 23
Audited Statement of Operations 24
Audited Statement of Changes in Net Assets 25
Audited Statement of Cash Flows 26
Notes to the Audited Financial Statements 27-35
2012 Annual Report and Independent Auditor's Report to the 16
Audited Financial Statements Members of BH Global Limited
Audited Statement of Assets and Liabilities 17
Audited Statement of Operations 18
Audited Statement of Changes in Net Assets 19
Audited Statement of Cash Flows 20
Notes to the Audited Financial Statements 21-28
2011 Annual Report and Independent Auditor's Report to the 14
Audited Financial Statements Members of BH Global Limited
Audited Statement of Assets and Liabilities 15
Audited Statement of Operations 16
Audited Statement of Changes in Net Assets 17
Audited Statement of Cash Flows 18
Notes to the Audited Financial Statements 19-26

PART XII Financial Information On BHMS

The following financial information relating to BHMS has been extracted without material adjustment from from the audited financial statements of BHMS for the years ending 31 December 2011, 2012 and 2013. A full set of audited financial statements is available for BHMS for the years ending 31 December 2011, 2012 and 2013. In each of these sets of financial statements, KPMG Cayman Islands issued unqualified audit reports dated 26 April 2012, 28 March 2013 and 24 March 2014 respectively. You are encouraged to read the audit reports and the full set of financial statements which are available free of charge from the Company at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL.

The consolidated financial information in this Part XII has been prepared in accordance with US generally accepted accounting principles, and was audited by KPMG Cayman Islands, whose address is P.O. Box 493, Century Yard, Cricket Square, Grand Cayman KY1-1106, Cayman Islands.

Shareholders should read the whole of this document and should not rely solely on the financial information contained in this Part XII.

Statement of Assets and Liabilities

As at 31 December
2013 2012 2011
Assets US\$'000
Investments at market value 4,688,867 4,474,475 1,565,723
Redemptions receivable from affiliated funds 343,746 40,000 64,617
Cash 12 2 1
Investments purchased under agreements to resell 302,000 172,001 5,000
Interest receivable 87 400 8
Due from broker 138,630 100,992 14,171
Equalisation factor 57 - -
Other assets 317 2 17
Total assets 5,473,716 4,787,872 1,649,537
Liabilities
Investments sold short at market value 95,799 84,803 16,081
Investments sold under agreement to repurchase - 60,287 -
Accounts payable and accrued expenses 656 280 159
Interest payable 14 19 -
Redemptions payable 424,411 63,348 44,951
Due to broker 80,774 79,890 6,035
Performance fee payable 70 - -
Total liabilities 601,724 288,627 67,226
Non-controlling interest 184,696 - -
Net assets 4,687,296 4,499,245 1,582,311
Net asset value per share
US Dollar Ordinary US\$143.22 US\$138.70 US\$128.12
Euro Ordinary €144.92 €140.71 €130.35
Sterling Ordinary £147.44 £142.37 £131.34
Yen Ordinary ¥12,610.22 ¥12,180.49 ¥11,287.56

Statement of Operations

For the year ended 31 December
2013 2012 2011
Investment income US\$'000
Interest income 4,465 1,448 31
Total income 4,465 1,448 31
Expenses
Interest expense 805 123 20
Professional fees and other 1,268 630 575
Management fee 28,557 16,503 5,023
Administration fee 2,247 502 26
Commissions on futures and options 1,379 - -
Performance fee 73 - -
Total expenses 34,329 17,758 5,644
Net investments loss (29,864) (16,310) (5,613)
Net realised and unrealised gain on investments
Net realised gain on investments, investments purchased
under agreements to resell and investments sold under agreements to repurchase 17,048 71,692 417
Net change in unrealised appreciation on investments, investments purchased under
agreements to resell and investments sold under agreements to repurchase 187,053 257,870 56,592
Net realised and unrealised gain on investments 204,101 329,562 57,009
Non controlling interest's share in net income 1,559 - -
Net increase in net assets resulting from operations
175,796 313,252 51,396

Notes to the 2013 Consolidated Financial Statements

1. Organisation

Brevan Howard Multi-Strategy Master Fund Limited (the "Master Fund") is an exempted limited liability company which was incorporated under the Companies Law of the Cayman Islands on 21 January 2008 and commenced trading on 1 March 2008. The Master Fund registered under the Mutual Funds Law of the Cayman Islands on 13 March 2012.

The Master Fund seeks to generate consistent long-term appreciation through active, direct and indirect leveraged trading and investment on a global basis in multiple investment strategies.

Brevan Howard Capital Management, L.P. (the "Manager"), acting through its sole general partner, Brevan Howard Capital Management Limited, is the Manager of the Master Fund. The Manager has registered as a Commodity Pool Operator with the United States Commodity Futures Trading Commission with effect from 1 January 2013 in respect of the Master Fund.

The Manager is primarily responsible for determining the allocation of the capital of the Master Fund between the Underlying Funds and the investment managers. The Manager has appointed Brevan Howard Asset Management LLP ("BHAM") and Brevan Howard Investment Products Limited ("BHIPL") as the investment managers (the "Investment Managers") of respectively the BHAM Portfolio and the BHIPL Portfolio, in each case subject to risk oversight by the Manager or one of its affiliates.

The Manager may in the future appoint affiliates of the Manager as investment managers in addition to, or in substitution for, the Investment Managers. The Manager and the Investment Managers (and/ or their partners, members, Directors, employees, related entities and connected persons and their respective partners, members, Directors and employees) may subscribe, directly or indirectly, for shares or partnership interests in the Master Fund's feeder funds.

The Master Fund's feeder funds comprise of Brevan Howard Multi-Strategy Fund Limited and Brevan Howard Multi-Strategy Fund, L.P. (together the "Feeder Funds").

The registered office of the Master Fund is at M&C Corporate Services Limited, P.O. Box 309, George Town, Grand Cayman KY1-1104, Cayman Islands.

2. Significant accounting policies

(a) Basis of preparation

The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The Consolidated Financial Statements are presented in US Dollars.

(b) Basis of consolidation

The Master Fund has consolidated the following entities (the "Subsidiaries") as at 31 December 2013:

  • Brevan Howard Emerging Markets Local Fixed Income Leveraged Master Fund Limited, incorporated on 19 March 2012; and
  • Brevan Howard Systematic Trading Master Fund Limited, incorporated on 6 January 2010.

The Master Fund owns 70.46% of Brevan Howard Emerging Markets Local Fixed Income Leveraged Master Fund Limited and 79.70% of Brevan Howard Systematic Trading Master Fund Limited. The Consolidated Financial Statements include full consolidation of the Subsidiaries. Transactions between the Master Fund and its Subsidiaries have been eliminated on consolidation.

(c) Security transactions and valuation

Investments in other funds are valued at the latest available reported net asset value ("NAV") of respective fund received from the fund's administrator. In some cases, these may be unaudited NAVs.

Security transactions are accounted for on a trade date basis.

Most positions of the Master Fund and its Subsidiaries are priced at the same time each day. This provides reliable comparative pricing of positions which are traded in different markets. A snapshot of all markets (excluding Pacific Rim and Australasia) is made at 4:00 pm GMT. Pacific Rim and Australasia positions are priced as at the local end-of-day mid-market levels.

Instruments with directly observable prices are priced to independent external data sources (e.g. exchange traded futures, options, equities, government and corporate debt securities). Illiquid credit markets have resulted in inactive markets for certain of the Master Fund and its Subsidiaries' financial instruments. As a result, there is no or limited observable market data for these assets and liabilities. Fair value estimates for financial instruments for which no or limited observable market data is available are based on judgments regarding current economic conditions, liquidity discounts, currency, credit, and interest rate risks, loss experience and other factors. These estimates involve significant uncertainties and judgments and cannot be determined with precision. As a result, such calculated fair value estimates may not be realisable in a current sale or immediate settlement of the instrument. In addition, changes in the underlying assumptions used in the fair value measurement technique, including discount rates, liquidity risks and estimates of future cash flows, could significantly affect these fair value estimates.

Some instruments may be priced using models in which some or all parameters are not directly driven by market-observable levels (e.g. unlisted securities or multifactor options).

Over the Counter ("OTC") swap, forward and option values are determined based on relevant market information on the underlying reference assets which may include credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures and forward currency rates.

Realised gains and losses on investments are calculated using the specific identification method. Realised and unrealised gains and losses are recorded at the reporting date in the Consolidated Statement of Operations.

(d) Income and expense recognition

Interest income and expense including prime broker and ISDA/ ISMA interest is recognised in the Consolidated Statement of Operations on an accruals basis.

Interest income and expense includes amortisation of any discount or premium or other differences between the initial carrying amount of an interest-bearing instrument and its amount at maturity calculated on an effective interest rate basis.

(e) Investments purchased under agreements to resell and investments sold under agreements to repurchase

The Master Fund and its Subsidiaries enter into investment purchases under agreements to resell and investment sales under agreements to repurchase. These agreements are accounted for as collateralised investments and are recorded at amortised cost using the effective interest rate method.

The Investment Managers monitor the market value of the Master Fund and its Subsidiaries' underlying contract amount, including accrued interest, and requests or provides additional collateral where deemed appropriate. Interest on investments purchased under agreements to resell and investments sold under agreements to repurchase is accrued on a daily basis.

(f) Derivative financial instruments

The Master Fund and its Subsidiaries use derivative financial instruments such as forward exchange contracts, options, financial futures contracts and swaps, which are recorded at fair value at the reporting date. Realised and unrealised changes in fair values are included in realised and unrealised gains and losses on investments in the Consolidated Statement of Operations in the period in which the changes occur.

The fair value of derivative financial instruments at the reporting date generally reflects the amount that the Master Fund and its Subsidiaries would receive or pay to terminate the contract at the reporting date. Many derivative financial instruments are exchange traded or are traded in the over the counter market where market values are normally readily obtainable. Where such market prices are not readily available, fair values will be determined using commercial products which utilise valuation models that are consistent with market pricing methods.

When the Master Fund and its Subsidiaries purchase a put or call option an amount equal to the premium paid by the Master Fund and its Subsidiaries is recorded as an investment and is subsequently adjusted to the current fair value of the option purchased on the reporting date.

Premiums paid for purchasing options that expire unexercised are treated by the Master Fund and its Subsidiaries on the expiration date as realised losses from investments. The difference between the premium and the amount received on writing an option to effect a closing transaction, including brokerage commissions, is also treated as a realised loss, or, if the premium is less than the amount received from the closing transaction, as a realised gain. If a call option is exercised, the premium is added to the cost from the purchase of

the underlying security or currency in determining whether the Master Fund and its Subsidiaries have realised a gain or loss. If a put option is exercised, the premium reduces the proceeds of the securities sold by the Master Fund and its Subsidiaries.

Unrealised gains or losses on open forward foreign exchange contracts represents the Master Fund and its Subsidiaries' net equity therein and are calculated as the present value of the difference between the contract date rate and the applicable forward rate at the reporting date, applied to the face amount of the forward contract. The unrealised gain or loss at the reporting date is included in the Consolidated Statement of Assets and Liabilities.

Unrealised gains or losses on open futures contracts are calculated as the difference between the contract price at trade date and the contract's revaluation price. Any payments made to satisfy initial and variation margin are reflected as due to and due from broker balances on the Consolidated Statement of Assets and Liabilities.

Unrealised gains or losses on swap agreements represent the cumulative fair value change since the last reporting date and is calculated as the present value of the future net cash flows to be received and paid under the agreement.

The following table sets forth the fair value of the Master Fund and its Subsidiaries' derivative contracts by certain risk types as of 31 December 2013. The values in the table below exclude the effects of cash received or posted pursuant to derivative contracts, and therefore are not representative of the Master Fund and its Subsidiaries' net exposure. The derivative assets and derivative liabilities are included in "investments at market value" and "investments sold short at market value", respectively, in the Consolidated Statement of Assets and Liabilities.

Open position
at year end
Transactions
during year
VaR*
US'000
Derivative Assets
US'000
Derivatives
Liabilities
US'000
Derivative contracts for trading activities
Commodity contracts 38 32,673 2,063 3,309 555
Credit contracts 1 14 113 - 6,765
Equity contracts 25 14,618 4,547 13,148 -
Foreign exchange contracts 939 18,993 3,356 87,164 78,061
Interest rate contract 60 14,765 1,382 94,089 10,418
Gross fair value of derivative contracts 197,710 95,799

*VaR calculated using a two year historical simulation, based on a one day time horizon, at a 95% confidence interval. The VaR shown in the table above is for derivatives only, excluding treasury positions. Total VaR for the derivatives contracts above is US\$8,305,831. Total VaR for the Master Fund, derivatives and non-derivatives, is US\$24,335,002.

The following table sets forth by certain risk types the Master Fund and its Subsidiaries' gains/ (losses) related to derivative activities for the year ended 31 December 2013 in accordance with ASC 815. These gains/ (losses) should be considered in the context that derivative contracts may have been executed to economically hedge certain securities and accordingly, certain gains or losses on derivative contracts may offset certain gains or losses attributable to securities. These gains/ (losses) are included in "net realised and unrealised gain on investments" in the Consolidated Statement of Operations.

Realised Gains/ (Losses)
Year Ended 31 December 2013
US\$'000
Change in UnrealisedGains/ (Losses)
Year Ended 31 December 2013
US\$'000
Derivative contracts for trading activities
Commodity contracts (33,434) 1,894
Credit contracts (44,025) 46,033
Equity contracts 75,229 4,363
Foreign exchange contracts 2,942 1,330
Interest rate contracts (24,539) (11,845)
Total (23,827) 41,775

The Master Fund and its Subsidiaries enter into derivative contracts that meet the definition of a credit derivative as defined by ASC 815. These contracts are primarily written and purchased credit default swaps on single issuers and credit indices.

The following tables relate to the Master Fund and its Subsidiaries' written credit derivatives as at 31 December 2013.

Maximum payout/Notional amount by period of expiration

Contract type 0-2 Years '000 2-5 Years '000 5 Years or Greater '000 Total'000
Credit index — mortgage backed - - 19,367 19,367
Total 19,367 19,367
Maximum payout/Notional amount Written Credit
Derivative
'000
Offsetting Purchased
Credit Derivative
'000
Net of offsetting
Purchased Credit Derivative
'000
Written Credit
Derivative at Fair
Value US\$'000
Credit index — mortgage backed 19,367 - 19,367 (6,765)
Total 19,367 - 19,367 (6,765)

The Master Fund and its Subsidiaries may execute these types of credit derivatives as it seeks to increase its total return or as a means of hedging credit exposure.

Period of expiration, contract type, maximum payout and fair value are indicators of payment/ performance risk. As a provider of credit protection, the Master Fund and its Subsidiaries receive a stream of payments from the counterparty representing the premium on the contract in exchange for guaranteeing the principal payment on a reference security or obligation upon the issuer's default. Upon the occurrence of a specified credit event, as a seller of credit protection, the Master Fund and its Subsidiaries are entitled to take possession of the defaulted underlying security and pay the buyer an amount equal to the notional amount of the swap. It may alternatively pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap reduced by the recovery value of the reference obligations.

(g) Investments sold short

The Master Fund and its Subsidiaries may sell a security it does not own in anticipation of a decline in the market value of that security. When the Master Fund and its Subsidiaries sell a security short, it must borrow the security and deliver it to the broker-dealers through which it made the short sale. The Master Fund and its Subsidiaries are required to maintain collateral with the broker-dealer from which the security was borrowed. A gain, limited to the value at which the Master Fund and its Subsidiaries sold the security short, or a loss, unlimited in size, will be recognised upon the termination of a short sale and recorded as a net realised gain or loss on investments in the Consolidated Statement of Operations. Securities sold short are recorded as liabilities on the Consolidated Statement of Assets and Liabilities.

(h) Foreign currency translation

Investment securities and other assets and liabilities denominated in foreign currencies are translated into US Dollar amounts at the prevailing exchange rates at the reporting date. Purchases and sales of investment securities in foreign currencies and income and expense items denominated in foreign currencies are translated into US Dollar amounts at the exchange rate on the respective dates of such transactions.

The Master Fund and its Subsidiaries do not isolate that portion of the results of operations resulting from changes in currency exchange rates on investments from the fluctuations arising from changes in market prices of securities held. All currency gains and losses are included in net realised and unrealised gain or loss from investments in the Consolidated Statement of Operations.

(i) Use of estimates

The preparation of the Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. In particular, valuation models used to determine the fair value of unlisted derivative instruments require the use of a number of assumptions.

(j) Netting

Financial assets and liabilities are offset and the net amount presented in the Consolidated Statement of Assets and Liabilities, when and only when, the Master Fund and its Subsidiaries have a legal right to offset the amounts and it intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Income and expenses are presented on a net basis only when permitted under US GAAP.

(k) Cash

Cash consists of bank balances.

(l) Due from and to brokers

Amounts receivable from and payable to brokers includes settlement of trades along with deposits held as collateral. As at 31 December 2013, deposits held as collateral amounted to US\$78,720,000 and deposits pledged as collateral amounted to US\$38,105,965.

(m) Allocation of income and expenses between share classes

Income and expenses that are identifiable with a particular class are allocated to that class in computing its NAV.

Income and expenses that are common to all classes are allocated between classes based on their monthly NAVs.

3. Fair value measurements

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. the exit price).

The fair value hierarchy under ASC 820 prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices for instruments that are identical or similar in markets that are not active and model-derived valuations for which all significant inputs are observable, either directly or indirectly in active markets;

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and are unobservable.

The hierarchy requires the use of observable market data when available. As required by ASC 820, investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following is a summary of the levels within the fair value hierarchy for the Master Fund and its Subsidiaries' investments as of 31 December 2013:

Assets

As at 31 December
Fair value measurement at reporting date: Level 1: US\$'000 Level 2: US\$'000 Total US\$'000
Funds - 3,801,437 3,801,437
Fixed income securities
Non US Government debt 35 - 35
US Government debt 689,685 689,685
Derivatives
Commodity contracts 3,309 - 3,309
Equity contracts 13,148 - 13,148
Foreign exchange contracts - 87,164 87,164
Interest rate contracts 2,861 91,228 94,089
Total assets 709,038 3,979,829 4,688,867

Liabilities

Fair value measurement at reporting date: Level 1: US\$'000 Level 2: US\$'000 Total US\$'000
Derivatives
Commodity contracts 555 - 555
Credit contracts - 6,765 6,765
Foreign exchange contracts - 78,061 78,061
Interest rate contracts 279 10,139 10,418
Total liabilities 834 94,965 95,799

Foreign exchange contracts include foreign exchange futures, forwards, swaps, options and any other derivative contract in which the reference asset is a foreign exchange rate. Credit contracts include credit default swaps, credit index options and any other derivative contract in which the reference asset is a credit event or other credit risk on an underlying entity, financial asset or a credit index. Interest rate contracts include interest rate futures, forwards, swaps, options, caps and floors, swaptions, forward rate agreements and any other derivative contract in which the reference asset is an interest rate or debt security.

The Master Fund and its Subsidiaries' policy is to recognise transfers in and transfers out of each level as at the end of each month. The Master Fund and its Subsidiaries had no investments measured at fair value on a non-recurring basis during the year ended 31 December 2013.

There were no significant transfers between Level 1 and Level 2 during the year ended 31 December 2013.

Transfers in and transfers out of Level 3 have occurred due to the change in availability of observable market data.

The following table presents additional information about Level 3 assets measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Master Fund and its Subsidiaries have classified within the Level 3 category. As a result, the unrealised gains and losses for assets within the Level 3 category in the table below may include changes in fair value that were attributable to both observable (e.g. changes in market interest rates) and unobservable (e.g. changes in unobservable long-dated volatilities) inputs.

Level 3

Assets Mortgage Backed Securities US\$'000 Total US\$'000
Investments
Beginning balance as of 1 January 2013 5,680 5,680
Purchases - -
Sales (248) (248)
Transfer in to Level 3 - -
Transfer out of Level 3 (5,537) (5,537)
Realised gain 21 21
Change in unrealised gain 84 84
Ending balance as of 31 December 2013 - -

Liabilities

At 31 December 2013, there were no Level 3 investments held short.

The change in unrealised movement for the year ended 31 December 2013 for Level 3 investments still held at 31 December 2013 amounted to an unrealised gain of US\$84,076 and is included in net change in unrealised appreciation on investments, investments purchased under agreements to resell and investments sold under agreements to repurchase on the Consolidated Statement of Operations.

4. Investments in underlying funds

Investments in underlying funds are valued at fair value, which is based on the latest NAV as calculated by the administrator of each fund. Due to the potential uncertainty of the valuation of the underlying funds, these values may differ significantly from the values that would have been used had an active secondary market for the investments existed, and such differences could be material. The Master Fund has the ability to liquidate its investments periodically, subject to the provisions of the respective investment offering memorandum. Certain funds in which the Master Fund and its Subsidiaries invest may, in accordance with the terms of their respective governing documents, impose "gating" or similar limitations on the Master Fund and its Subsidiaries' ability to affect redemptions/withdrawals.

At 31 December 2013, the Master Fund invested in seven funds, all of which were related parties and two of which are consolidated (see note 2). All investments are individually identified in the schedule of investments and in the table below, other than those which are already consolidated. The underlying funds may invest in US and non-US equity securities (both long and short), options, other equity derivatives and other securities in accordance with each investment fund's offering memorandum.

For further detail, see the following table:

Underlying Fund % of Net
Assets
Fair Value
US\$'000
Income
US\$'000
Notice Period Liquidity
Brevan Howard Asia Master Fund Limited 3.76 176,049 34,936 85 days Monthly
Brevan Howard Commodities
Strategies Master Fund Limited 5.48 257,072 (5,599) 85 days Monthly
Brevan Howard Credit Catalysts Master Fund Limited 15.01 703,774 126,759 85 days Monthly
Brevan Howard Emerging Markets
Strategies Master Fund Limited 8.28 388,165 (66,797) 85 days Monthly
Brevan Howard Emerging Markets
Local Fixed Income Fund Limited - - (12,811) 5 days Weekly
Brevan Howard Macro FX Fund - - (6,611) 5 days Weekly
Brevan Howard Master Fund Limited 48.57 2,276,377 115,427 85 days Monthly
81.10 3,801,437 185,304 - -

As of 31 December 2013, the above underlying funds were all domiciled in the Cayman Islands, with the exception of Brevan Howard Emerging Markets Local Fixed Income Fund Limited and Brevan Howard Macro FX Fund which are domiciled in Luxembourg.

The extent of liability related to the Master Fund and its Subsidiaries' investments in each underlying fund is limited to the Master Fund and its Subsidiaries' capital balance in such fund.

*The Master Fund and its Subsidiaries invest in share classes of the underlying funds where no management fee or performance fee are charged.

Par value of security Fair value of
security in
Master Funds
share of security's
%
of Master
Security Underlying fund in underlying fund
US\$'000
underlying fund
US\$'000
fair value
US\$'000
Fund's Net
Assets
US Treasury Bills 05/01/2014
Brevan Howard Commodities
Strategies Master Fund Limited 50,000 49,992 16,580 0.35
Brevan Howard Credit Catalysts Master Fund Limited 300,000 299,955 49,454 1.06
Brevan Howard Emerging Markets
Strategies Master Fund Limited 250,000 249,962 44,303 0.95
Brevan Howard Master Fund Limited 1,900,000 1,899,713 157,819 3.36
2,500,000 2,499,622 268,156 5.72
US Treasury Bills 08/21/2014
Brevan Howard Asia Master Fund Limited 300,000 299,862 22,133 0.47
Brevan Howard Commodities
Strategies Master Fund Limited 100,000 99,958 33,152 0.71
Brevan Howard Credit Catalysts Master Fund Limited 200,000 199,916 32,960 0.70
Brevan Howard Emerging Markets
Strategies Master Fund Limited 300,000 299,874 53,149 1.13
Brevan Howard Master Fund Limited 1,200,000 1,199,495 99,648 2.13
2,100,000 2,099,105 241,042 5.14
US Treasury Bills 10/16/2014
Brevan Howard Asia Master Fund Limited 50,000 49,973 3,689 0.08
Brevan Howard Commodities
Strategies Master Fund Limited 100,000 99,946 33,148 0.71
Brevan Howard Emerging Markets
Strategies Master Fund Limited 700,000 699,603 123,996 2.64
Brevan Howard Master Fund Limited 1,300,000 1,299,296 107,939 2.30
2,150,000 2,148,818 268,772 5.73

5. Management and performance fees

The Manager receives from the Master Fund a management fee of 1/12 of 0.50% (or a pro rata portion thereof) per month of the NAV of the Master Fund (before deduction of that month's management fee and before making any deduction for any accrued performance fees) as at the last valuation day in each month, payable monthly in arrears pro rata. The management fee payable by the Master Fund and its subsidiaries at 31 December 2013 is US\$66,136.

No performance fees are payable by the Master Fund. The performance fee payable at 31 December 2013 is US\$70,476 which arose due to the consolidated entities.

6. Administration fee

Under the terms of the Administrative Services Agreement, dated 25 February 2013 as amended, between International Fund Services (Ireland) Limited ("IFS") and the Master Fund, IFS receives a fee based on the month end NAV of the Master Fund and its subsidiaries calculated and payable monthly in arrears.

The administration fee payable on a monthly basis is 1/12 of 15 basis points of the Master Fund's month end NAV. The administration fee payable by the Master Fund and its subsidiaries at 31 December 2013 is US\$138,546.

7. Investments purchased under agreements to resell and investments sold under agreements to repurchase

At 31 December 2013, investments with a market value of US\$302,000,049 were pledged to the Master Fund and its Subsidiaries as collateral (investments purchased under agreements to resell) and no investments were pledged by the Fund as collateral (investments sold under agreements to repurchase).

All agreements to resell mature by 2 January 2014.

8. Share capital

The Master Fund has an authorised share capital of:

  • €100,000 divided into 10,000,000 ordinary shares of €0.01 par value each;
  • US\$400,000 divided into 40,000,000 ordinary shares of US\$0.01 par value each;
  • £100,000 divided into 10,000,000 ordinary shares of GBP0.01 par value each;
  • ¥10,000,000 divided into 10,000,000 ordinary shares of ¥1.00 par value each;
  • AUD100,000 divided into 10,000,000 ordinary shares of AUD0.01 par value each;
  • BRL100,000 divided into 10,000,000 ordinary shares of BRL0.01 par value each;
  • CAD100,000 divided into 10,000,000 ordinary shares of CAD0.01 par value each;
  • NOK100,000 divided into 10,000,000 ordinary shares of NOK0.01 par value each;
  • CHF100,000 divided into 10,000,000 ordinary shares of CHF0.01 par value each; and
  • SGD100,000 divided into 10,000,000 ordinary shares of SGD0.01 par value each.

All of the above can be issued as ordinary share classes.

2013 Shares Shares in issue at the
start of the year
Shares issued
during the year
Shares redeemed
during the year
Shares in issue at the
end of the year
US Dollar Ordinary 16,920,122 4,844,088 (4,634,203) 17,130,007
Euro Ordinary 680,523 51,245 (196,564) 535,204
Sterling Ordinary 7,844,977 1,291,669 (1,358,363) 7,778,283
Yen Ordinary 1,565,838 471,888 (109,212) 1,928,514

It is envisaged that no income or gains are to be distributed by way of dividend.

9. Taxes

Under current Cayman Islands laws, the Master Fund is not required to pay any taxes in the Cayman Islands on either income or capital gains. The Master Fund has received an undertaking from the Governor in Cabinet in the Cayman Islands exempting it from any such taxes at least until 28 January 2028. The only taxes payable by the Master Fund on its income are withholding taxes applicable to certain income. Accordingly, no provision for taxes is recorded in these Consolidated Financial Statements.

ASC 740, Income Taxes, established financial accounting and disclosure requirements for recognition and measurement of tax positions taken or expected to be taken on a tax return. The Manager has reviewed the Master Fund's tax positions for all open tax years and has concluded that no provision for income tax is required in the Master Fund's Consolidated Financial Statements.

The Master Fund is subject to potential examination by certain taxing authorities in various jurisdictions. The tax liability is also subject to ongoing interpretation of laws by taxing authorities. The tax years under potential examination vary by jurisdiction.

10. Financial instruments with off-balance sheet risk or concentration of credit risk

The Master Fund and its Subsidiaries are exposed to off-balance sheet market risk and credit risk through its investment in the underlying portfolio funds. The underlying funds hold a variety of derivative positions which may result in off-balance sheet market and credit risk.

Derivative financial instruments may result in off-balance sheet market and credit risk. Market risk is the possibility that future changes in market price may make a financial instrument less valuable or more onerous. If the markets should move against one or more positions that the Master Fund and its Subsidiaries hold, directly or indirectly through its investment in the underlying funds, the Master Fund and its Subsidiaries could incur losses greater than the unrealised amounts recorded in the Consolidated Statement of Assets and Liabilities. The principal credit risk is that the counterparty will default and fail to fulfil the terms of the agreement.

Investments sold short have market risk to the extent that the Master Fund and its Subsidiaries, in satisfying its obligation, may have to purchase securities to cover a short position at a higher value than that recorded on the Consolidated Statement of Assets and Liabilities.

Futures contracts expose the Master Fund and its Subsidiaries to credit, market and liquidity risks. The Master Fund and its Subsidiaries are exposed to market risk such that changes in the market values of the securities or indices underlying the contract may exceed the amount recognised in the Consolidated Statement of Assets and Liabilities. Liquidity risk represents the possibility that the Master Fund and its Subsidiaries may not be able to rapidly adjust the size of its futures position in times of high volatility and financial stress at a reasonable price.

Forward contracts expose the Master Fund and its Subsidiaries to market and liquidity risks. The Master Fund and its Subsidiaries are exposed to market risk to the extent that adverse changes occur in the rate of the underlying asset. Liquidity risk represents the possibility that the Master Fund and its Subsidiaries may not be able to rapidly adjust the size of its forwards positions in times of high volatility and financial stress at a reasonable price.

As a purchaser of an option contract, the Master Fund and its Subsidiaries are subject to credit risk since the counterparty is obligated to make payments under the terms of the option contract if the Master Fund and its Subsidiaries exercise the option. As a purchaser of an option contract, the Master Fund and its Subsidiaries are only subject to market risk to the extent of the premium paid.

The Master Fund and its Subsidiaries purchase both exchange traded and over the counter options. For exchange-traded option contracts, the stock exchange acts as the counterparty to specific transactions and therefore bears the risk of delivery to and from counterparties of specific positions. Over the counter option contracts are not guaranteed by any regulated stock exchange.

Entering into credit default swap agreements and contracts for difference expose the Master Fund and its Subsidiaries to market risks equivalent to actually holding securities of the notional value but typically involve little capital commitment relative to the exposure achieved. The gains or losses of the Master Fund and its Subsidiaries may therefore be significantly greater than this initial commitment.

In connection with investments sold under agreements to repurchase, it is the Master Fund and its Subsidiaries' policy that their prime brokers take possession of the underlying collateral securities. If the seller defaults and the fair value of the collateral declines, realisation of the collateral by the Master Fund and its Subsidiaries may be delayed or insufficient.

The Master Fund and its Subsidiaries invest in fixed income securities. Until such investments are sold or mature, the Master Fund and its Subsidiaries are exposed to credit risk relating to whether the issuer will meet its obligation as it comes due.

In accordance with ASC 815, the Master Fund and its Subsidiaries record their trading-related derivative activities on a fair value basis (as described in Note 2).

Assets and liabilities included in the table in Note 2(f) represent the fair value of the Master Fund and its Subsidiaries' holdings at the year end. These assets and liabilities are not representative of the outstanding credit risk the Master Fund and its Subsidiaries are exposed to directly or indirectly through its investments in the underlying portfolio funds due to the existence of master netting agreements.

The gross fair value of the Master Fund and its Subsidiaries' derivative instruments are shown in Note 2(f).

Fair values represent the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Master Fund and its Subsidiaries maintain trading relationships with counterparties that include domestic and foreign brokers, dealers and financial institutions; these relationships could result in the concentration of the credit risk if counterparties fail to fulfil their obligation or the value of any collateral becomes inadequate.

BHAM has formulated credit review policies that attempt to control credit risk by following an established credit approval process, daily monitoring of net exposure to individual counterparties, requiring the segregation of collateral where possible, and using master netting agreements whenever possible.

Liquidity risk

The Master Fund and its Subsidiaries' investment portfolio is leveraged and is actively managed to ensure there is sufficient liquidity to meet collateral calls, shareholder redemption requests and trading and other liabilities as they become due. The Master Fund and its Subsidiaries seek to trade mainly in investments that are sufficiently liquid and readily realisable at close to fair value in order to meet any potential liquidity requirement. To this end, the Master Fund and its Subsidiaries monitor the speed at which the portfolio can be liquidated under ordinary market conditions and further monitor liquidity by a number of additional measures. Deteriorating market conditions, however, may hamper the ability of the Master Fund and its Subsidiaries to liquidate its investments in an orderly manner.

From time to time, market participants with which the Master Fund and its Subsidiaries effects transactions might cease making markets or quoting prices in certain instruments, may only continue to do so in limited size, or may widen the spreads at which they are prepared to transact. In such instances, the Master Fund and its Subsidiaries might be unable to enter into desired transactions, or close out existing transactions, at normal market levels, which might adversely affect its performance.

The Master Fund and its Subsidiaries' liquidity risk is monitored on a daily basis by staff, independent of the portfolio management team, using measures of risk and unencumbered cash and cash equivalents, and includes an escalation process in circumstances where liquidity approaches tolerance levels.

The Master Fund and its Subsidiaries may restrict redemptions in accordance with its Articles of Association if the Master Fund and its Subsidiaries receive requests for the redemption of shares on any Redemption Day representing in aggregate more than 10% of the total number of ordinary shares then in issue on a class by class basis.

11.Offsetting assets and liabilities

The Master Fund and its Subsidiaries are required to disclose the impact of offsetting assets and liabilities represented in the Consolidated Statement of Assets and Liabilities to enable users of the financial statements to evaluate the effect or potential effect of netting arrangements on its financial position for recognised assets and liabilities. These recognised assets and liabilities are financial instruments and derivative instruments that are subject to either an enforceable master netting arrangement or a similar netting agreement in certain circumstances, for example in the event of default.

The following table provides disclosure regarding the potential effect of offsetting of recognized assets presented in the Consolidated Statement of Assets and Liabilities:

As of December 31, 2013

Offsetting of Financial Assets and Derivative Assets

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
Gross Amounts Offset
in the Consolidated
Net amounts of
Assets presented
in the Consolidated
Gross amounts not offset in
the Consolidated Statement
ofAssets and Liabilities
Gross amounts of
Recognised Assets
US\$'000
Statement of Assets
and Liabilties
US\$'000
Statement of Assets F
and Liabilties
US\$'000
inancial
Instruments
US\$'000
Cash Collateral
Pledged
US\$'000
Net Amount
US\$'000
Derivatives 197,710 - 197,710 87,477 32,240 77,993
Repurchase agreements 302,000 - 302,000 - - 302,000
Total 499,710 - 499,710 87,477 32,240 379,993

Offsetting of Financial Liabilities and Derivative Liabilities

(i) (ii)
Gross Amounts Offset
in the Consolidated
(iii) = (i) – (ii)
Net amounts of
Assets presented
in the Consolidated
(iv)
Gross amounts not offset in
the Consolidated Statement
ofAssets and Liabilities
(v) = (iii) – (iv)
Gross amounts of
Recognised Assets
US\$'000
Statement of Assets
and Liabilties
US\$'000
Statement of Assets F
and Liabilties
US\$'000
inancial
Instruments
US\$'000
Cash Collateral
Pledged
US\$'000
Net Amount
US\$'000
Derivatives 95,799 - 95,799 87,477 6,766 1,556
Total 95,799 - 95,799 87,477 6,766 1,556

12. Financial highlights

The following table includes selected data for share classes in issue during the year and other performance information derived from the Consolidated Financial Statements. The per share amounts and ratios which are shown reflect the income and expense of the Master Fund.

US Dollar Ordinary Shares Euro Ordinary Shares Sterling
Ordinary Shares
Yen
Ordinary Shares
Per share operating performance US\$ £ ¥
Net asset value, beginning of year 138.70 140.71 142.37 12,180.49
Income from investment operations
Net investment loss (0.78) (0.79) (0.80) (68.51)
Net realised and unrealised gain on investments 5.30 5.00 5.87 498.24
Total income from investment operations 4.52 4.21 5.07 429.73
Net asset value, end of year 143.22 144.92 147.44 12,610.22
Total return 3.26% 2.99% 3.56% 3.53%
Supplemental data US\$'000 €'000 £'000 ¥'000
Net assets at 31 December 2013 2,453,371 77,561 1,146,832 24,318,986
Average net assets for 2013 2,577,248 91,226 1,226,051 23,784,024
Ratio to average net assets
Operating expenses 0.60% 0.60% 0.60% 0.60%
Commissions on futures and options 0.01% 0.01% 0.01% 0.01%
Interest expense 0.02% 0.01% 0.02% 0.02%
Total expenses 0.63% 0.62% 0.63% 0.63%
Net investment loss (0.55%) (0.55%) (0.55%) (0.55%)

Operating expenses are total expenses from the Consolidated Statement of Operations, less commissions on futures and options and interest expense.

13. Related party transactions

Brevan Howard Capital Management, L.P. has been appointed as Manager of the Master Fund and its Subsidiaries. The transactions with the Manager and the Investment Manager and fees payable at the year end are disclosed in Note 5.

The Manager of the Master Fund and its Subsidiaries is also manager of the underlying funds, as listed in the Consolidated Condensed Schedule of Investments.

Penalty interest is charged by the underlying funds for early redemptions by the Master Fund and its Subsidiaries. There was no penalty charge for the year.

14. Equalisation factor

Where shares are subscribed for at a time when the NAV per share is greater than the Peak NAV per share of the relevant Class, the investor will be required to pay an amount in excess of the then current NAV per share of that Class equal to the Relevant Percentage of the difference between the then current NAV per share of that Class (before accrual for the Performance Fee) and the Peak NAV per share of that Class (an "Equalisation Credit").

At the date of subscription the Equalisation Credit will equal the Performance Fee per share accrued with respect to the other shares of the same Class in the Master Fund (the "Maximum Equalisation Credit"). The Equalisation Credit is payable to account for the fact that the NAV per share of that Class has been reduced to reflect an accrued Performance Fee to be borne by existing shareholders of the same Class and serves as a credit against Performance Fees that might otherwise be payable by the Master Fund and its subsidiaries but that should not, in equity, be charged against the shareholder making the subscription because, as to such shares, no favourable performance has yet occurred. The Equalisation Credit ensures that all holders of shares of the same Class have the same amount of capital at risk per share.

The additional amount invested as the Equalisation Credit will be at risk in the Master Fund and its subsidiaries and will therefore appreciate or depreciate based on the performance of the relevant Class subsequent to the issue of the relevant shares but will never exceed the Maximum Equalisation Credit. In the event of a decline as at any Valuation Day in the NAV per share of those shares, the Equalisation Credit will also be reduced by an amount equal to the Relevant Percentage of the difference between the NAV per share (before accrual for the Performance Fee) at the date of issue and as at that Valuation Day. Any subsequent appreciation in the NAV per share of the relevant Class will result in the recapture of any reduction in the Equalisation Credit but only to the extent of the previously reduced Equalisation Credit up to the Maximum Equalisation Credit.

Where shares are subscribed for at a time when the NAV per share is less than the Peak NAV per share of the relevant Class, the investor will be required to pay a Performance Fee with respect to any subsequent appreciation in the value of those shares. With respect to any appreciation in the value of those shares from the NAV per share at the date of subscription up to the Peak NAV per share, the Performance Fee will be charged at the end of each Calculation Period by redeeming at par value (which will be retained by the Master Fund) such number of the investor's shares of the relevant Class as have an aggregate NAV (after accrual for any Performance Fee) equal to the Relevant Percentage of any such appreciation (a "Performance Fee Redemption"). An amount equal to the aggregate NAV of the shares so redeemed will be paid to the Manager as a Performance Fee. The Master Fund will not be required to pay to the investor the redemption proceeds of the relevant shares being the aggregate par value thereof. Performance Fee Redemptions ensures that the Master Fund maintains a uniform NAV per Share of each Class.

At the year end the equalisation factor received but not crystallised was US\$56,848.

15. Subsequent events

For the year ended 31 December 2013, the Master Fund and its Subsidiaries evaluated subsequent events through 24 March 2014, the date the Consolidated Financial Statements are available for issue. No material events which would require to be disclosed or adjusted for in the Consolidated Financial Statements occurred during this period. On 13 February 2014, the Board of Directors of the Brevan Howard Emerging Markets Strategies Master Fund Limited ("BHEMS Master Fund"), one of the underlying funds in which the Master Fund is invested, resolved to redeem 98% of the shares in the BHEMS Master Fund held by each shareholder as of 21 February 2014. The directors agreed to wind the BHEMS Master Fund down once remaining positions have been liquidated. The financial statements do not include any adjustments that might result from the outcome of this decision.

PART XIII Definitions

"Additional Articles Amendment" has the meaning given that term in Part I of this document;

''Articles" means the articles of incorporation of the Company in force from time to time;

"Associates" has the same meaning as defined in the Listing Rules;

"Auditors" means the statutory auditor of the Company from time to time (currently KPMG Channel Islands Limited);

"BHMS" means Brevan Howard Multi-Strategy Master Fund Limited;

"BHMS Administrator" means International Fund Services (Ireland) Limited;

"BHMS Articles Amendment" has the meaning given that term in Part I of this document;

"BHMS Management Agreement" means the management agreement between BHMS and the Manager;

"BHMSFL" means Brevan Howard Multi-Strategy Fund Limited;

"Board" or "Directors" (each a "Director") means the board of directors of the Company from time to time;

"Board Procedures Articles Amendment" has the meaning given that term in Part I of this document;

"Brevan Howard" means the Brevan Howard group of entities;

"Class Closure Resolution" means a resolution proposed in accordance with Article 49 of the Articles;

"Company" means BH Global Limited;

"Extraordinary General Meeting" means the extraordinary general meeting of the Company convened for 10.15 a.m. on 28 August 2014, notice of which is set out at the end of this document;

"FCA" means the Financial Conduct Authority of the United Kingdom or any successor authority carrying out all or any part of the functions thereof applicable to the relevant entity described herein and/or the business of such entity, as the context may require;

"Form of Proxy" means the form of proxy for use at the Extraordinary General Meeting;

"Global Opportunities Master Fund" means Brevan Howard Global Opportunities Master Fund Limited;

"Investment Manager Allocations" has the meaning given that term in Part I of this document;

"Investment Managers" has the meaning given that term in Part VI of this document;

"Investment Policy Change" has the meaning given that term in Part I of this document;

"IRS" means the Internal Revenue Service;

"Listing Rules" means the Listing Rules of the UK Listing Authority;

"Management Agreement" means the management agreement between the Company and the Manager;

"Management Agreement Amendment" has the meaning given such term in Part I of this document;

"Manager" means Brevan Howard Capital Management LP;

"Nasdaq Dubai" means Nasdaq Dubai Limited;

"Net Asset Value" or "NAV" means the net asset value of the Company from time to time;

"Net Asset Value per Share" or "NAV per Share" means the net asset value per share of a specific class of shares from time to time;

"PRA" means the Prudential Regulation Authority of the United Kingdom or any successor authority carrying out all or any part of the functions thereof applicable to the relevant entity described herein and/or the business of such entity, as the context may require;

"Resolutions" means the resolutions to be proposed at the Extraordinary General Meeting and contained in the notice of the Extraordinary General Meeting;

"Shareholders" (each a "Shareholder") means the shareholders of the Company from time to time;

"Shares" means the Sterling Shares and the US Dollar Shares;

"Sterling Shares" means the Sterling shares of the Company of no par value;

"Underlying Funds" means the funds in which the Global Opportunities Master Fund and BHMS invest or may invest, as the case may be; and

"US Dollar Shares" means the US dollar shares of the Company of no par value.

BH GLOBAL LIMITED

(an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares under the laws of the Island of Guernsey with registration number 48555)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of BH Global Limited (the "Company") will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands on 28 August 2014 at 10.15 a.m. to consider and if thought fit, to pass the following resolutions which will be proposed as ordinary and special resolutions as set out below:

ORDINARY RESOLUTIONS

To be proposed as ordinary resolutions:

    1. THAT, subject to the approval of Resolution 2, the Investment Policy Change (as defined in Company's circular to shareholders dated 18 July 2014 (the "Circular"), a copy of which is initialled for the purpose of identification by the Chairman of the Extraordinary General Meeting (the "Meeting") and produced to the Meeting, be and is hereby approved and adopted with effect from 1 September 2014 as the Company's investment policy in place of the existing investment policy ("Resolution 1").
    1. THAT, subject to the approval of Resolution 1, the Management Agreement Amendment (as defined in the Circular) are hereby acknowledged and approved and that the Directors be and are hereby authorised to take all such steps as may be necessary or desirable to complete the Management Agreement Amendment ("Resolution 2").

SPECIAL RESOLUTIONS

To be proposed as special resolutions:

    1. THAT, subject to the approval of Resolution 1 and 2, the BHMS Articles Amendment (as defined in the Circular) be and is hereby approved and adopted with effect from 1 September 2014 ("Resolution 3").
    1. THAT, subject to the amendments to section 363A of the UK Taxation (International and Other Provisions) Act 2010 contained in the UK Finance Bill 2014 becoming law, the Board Procedure Articles Amendment (as defined in the Circular) be and are hereby approved and adopted with effect from the date of this resolution.
    1. THAT the Additional Articles Amendment (as defined in the Circular) be and are hereby approved and adopted with effect from the date of this resolution.

By order of the Board

Registered Office:

Trafalgar Court, Les Banques St Peter Port, Guernsey, GY1 3QL Channel Islands

18 July 2014

Notes:

    1. To have the right to attend and vote at the meeting you must hold shares in the Company and your name must be entered on the share register of the Company in accordance with Note 4 below.
    1. Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares. Where multiple proxies have been appointed to exercise rights attached to different shares, on a show of hands those proxy holders taken together will collectively have the same number of votes as the Shareholder who appointed them would have on a show of hands if he were present at the meeting. On a poll, all or any of the rights of the Shareholder may be exercised by one or more duly appointed proxies.
    1. To be valid, the relevant instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 10.15 a.m. on 26 August 2014. A Form of Proxy accompanies this notice. Completion and return of the Form(s) of Proxy will not preclude members from attending and voting at the meeting should they wish to do so.
    1. The time by which a person must be entered on the register of members in order to have the right to attend and vote at the meeting is 10.15 a.m. on 26 August 2014. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. In calculating such 48 hours period, no account shall be taken of any part of a day that is not a business day in London and Guernsey. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.
    1. On a poll each Shareholder will be entitled to 1 vote per US Dollar share held, 1.57465 votes per Euro share held and 1.97950 votes per Sterling share held. As at 16 July 2014, the Company's issued share capital (excluding shares held in treasury) consisted of 12,456,014 Euro shares, 6,720,291 US Dollar shares and 28,570,209 Sterling shares. Therefore, the total voting rights in the Company as at the date of this notice are 82,888,882.
    1. Investors owning US Dollar Shares through an account on Nasdaq Dubai who wish to attend the Extraordinary General Meeting or to exercise the voting rights attached to interests in the US Dollar Shares held by them through an account on Nasdaq Dubai at the Extraordinary General Meeting should inform their Dubai broker, bank or custodian that is a business partner in the Nasdaq Dubai CSD at least 10 days before the Extraordinary General Meeting, after which they will receive an attendance ticket and proxy card.

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