Darren Multi-Strategy Fund, Ltd is a diversified multi-strategy portfolio employing a series of low volatility non-market directional strategies with a focus on arbitrage and hedged investments. The Fund will employ these investment strategies by investing primarily in other funds managed by Ramius Capital Group, LLC and its affiliates. Allocations will include both multi-strategy and single strategy funds. Strategies employed are expected to be: convertible bond and preferred stock arbitrage, distressed securities, merger arbitrage and other absolute return strategies. The Fund is designed to generate net annualized returns over a complete market cycle approximately equal to the 3-Month LIBOR rate plus 5% with low volatility.

Darren Multi-Strategy Fund, Ltd. is a company incorporated under the laws of the Cayman Islands. The Fund intends to be registered as a Mutual Fund under Section 3(3) of The Mutual Funds Law (2001 Revision) of the Cayman Islands. The Fund's registered office is located at c/o Citco Fund Services (Cayman Islands, Telephone: (345) 949-3977).

The Fund's investment objective is to employ a variety of diversified, non-directional strategies designed to generate a net return on average over a five-year period of 5% over the 3-month London Interbank Offering Rate, by investing discrete pools of its capital among portfolio managers through the investment vehicles that may manage or through managed accounts designed to achieve returns with low volatility. Generally, the Portfolio Managers' investment methods may include, but are not limited to, convertible securities, merger arbitrage, distressed securities, private placements in public companies and multi-manager investing.

The Fund is offering its shares, par value $0.01. The Fund may in the future offer additional classes of Shares the terms of which may differ from those outlined herein. New classes of Shares may be established by the Fund's board of directors withut approval of the shareholders of the Fund.

The minimal initial subscription for the Shares is $100,000, subject to the discretion of the Board of Directors to accept lesser amounts. Generally, shares may be purchased as of the first Business Day (as defined below) of any month.

A “Business Day” is any day on which banks are authorized to be open for business in both the Cayman Islands and New York, New York.