IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE MEMORANDUM NOR THE SECURITIES OF THE FUND OFFERED HERBY HAVE BEEN FILED WITH OR APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER U.S STATE OR FEDERAL GOVERNMENTAL AGENCY OR ANY NATIONAL SECURITIES EXCHANGE. NEITHER THE COMMISSION NOR ANY SUCH AGENCY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR THE MERITS OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY. ANY REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENCE.

THE SHARES ARE SUITABLE FOR SOPHISTICATED INVESTORS WHO ARE NON U.S. PERSONS WHO DO NOT REQUIRE IMMEDIATE LIQUIDITY FOR THEIR INVESTMENTS, FOR WHOM AN INVESTMENT IN THE FUND DOES NOT CONSTITUTE A COMPLETE INVESTMENT PROGRAM AND WHO FULLY UNDERSTAND AND ARE WILLING TO ASSUME THE RISKS INVOLVED IN THE FUND’S INVESTMENT PROGRAM. SUBSCRIBERS FOR SHARES MUST REPRESENT THAT THEY ARE ACQUIRING THE SHARES FOR INVESTMENT. THE TRANSFER OF SHARES IS SUBJECT TO LIMITATIONS IMPOSED BY THE FUND’ MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. NO OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY IS BEING MADE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE INFORMATION OF THE PERSON TO WHOM IT HAS BEEN DELIVERED BY OR ON BEHALF OF THE FUND, AND SHOULD NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE.


FOR PROSPECTIVE SHAREHOLDERS

The information contained in this Memorandum (the ‘Memorandum’) is for use by prospective investors for the purposes of evaluating a possible investment in the Darren Multi-strategy Fund Ltd (the ‘Fund’).

This memorandum does not constitute and may not be used for the purposes of an offer or solicitation to anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. The distribution of this memorandum and the offering of shares in certain jurisdictions may be restricted and persons into whose possession such documents come are required to inform themselves about and to observe such restrictions.

Prospective investors should not treat the contents of this memorandum as advice relating to legal, taxation, investment, foreign exchange control or any other matters and are recommended to consult their own professional advisers, concerning their acquiring, holding or disposing off shares. The investment advisor of the fund cannot be held liable to any of the consequences arising out of the acquisition, holding or disposal of shares in this fund by prospective investors.